Court Holds Investment Banking Services Engagement Letter is Not “an Instrument for The Payment of Money Only”

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Posted on: Sep 22 2025

In Jefferies LLC v. Blaize Holdings, Inc., 2025 N.Y. Slip Op. 33272(U) (Sup. Ct., N.Y. County Sept. 3, 2025 (here), the New York Supreme Court held that an engagement letter concerning the provision of investment banking services did not qualify as an “instrument for the payment of money only” under CPLR 3213, which allows for expedited summary judgment. The motion court found that the engagement letter imposed mutual obligations and required performance by Jefferies, making it more than a simple financial instrument. In addition, the motion court held that payment under the engagement letter was contingent on the occurrence of a qualifying transaction (i.e., a condition precedent), which required extrinsic evidence to determine whether payment was in fact due. Ultimately, the motion court denied Jefferies’ motion for summary judgment, emphasizing that CPLR 3213 applies only when liability is clear and unconditional.

A Quick Primer

CPLR 3213 is a provision in New York’s Civil Practice Law and Rules (“CPLR”) that allows a plaintiff to seek summary judgment in lieu of a complaint when the case is based on an instrument for the payment of money only, or a judgment from another jurisdiction.[1] It is a powerful procedural tool designed to expedite litigation in cases where the defendant’s liability is clear and based on a straightforward financial obligation. In other words, CPLR 3213 provides quick relief to a plaintiff “on documentary claims so presumptively meritorious that a formal complaint is superfluous, and even the delay incident upon waiting for an answer and then moving for summary judgment is needless”.[2]

An “instrument for the payment of money only” is one that “requires the defendant to make a certain payment or payments and nothing else”.[3] “[T]he remedy is not available where there are other issues and considerations presented by the writing,” for example “if the liabilities and obligations can only be ascertained by resort to evidence outside the instrument, or if more than simple proof of nonpayment or a de minimis deviation from the face of the document is involved.”[4]

Jefferies LLC v. Blaize Holdings, Inc.

Background

Jefferies arose out of an engagement letter, dated September 9, 2024 (“Engagement Letter”), between plaintiff and defendant Blaze Holdings, Inc., formerly known as Burtech Acquisition Corp. (“Burtech”), pursuant to which defendant retained plaintiff to act as defendant’s “exclusive market advisor” and provide it with “equity capital markets advice and assistance” in connection with a possible acquisition or other business transaction, or series of transactions, with Blaize, Inc. “Transaction” was defined broadly under the Engagement Letter to include any “business transaction or series of transactions involving all or a material portion of [Blaize, Inc.’s] equity or assets, whether directly or indirectly and through any form of transaction. . . .”

Under the Engagement Letter, Blaize Holdings agreed to pay Jefferies “a fee of $4.5 million (the “Transaction Fee”); provided, however, that up to $1.0 million of the Transaction Fee [could] be, in [the] Company’s sole discretion, paid to Jefferies in cash no later than the date that [was] 12 months following the date of the closing of a Transaction (such deferred amount, if any, the ‘Deferred Transaction Fee’).” The Engagement Letter also required that Blaize Holdings reimburse Jefferies upon receipt of an invoice for “out-of-pocket expenses (including fees and expenses of its counsel, ancillary expenses and the fees and expenses of any other independent experts retained by Jefferies) incurred by Jefferies and its designated affiliates exclusively in connection with the engagement.”

On January 13, 2025, BurTech completed its merger with Blaize, Inc. Jefferies maintained this transaction constituted a qualifying transaction under the Engagement Letter and triggered Blaize Holdings’ obligation to pay the transaction fee.

On February 7, 2025, Jefferies sent Blaize Holdings a letter demanding payment of the $3.5 million Transaction Fee as well as $500,000 in expenses. Jefferies claimed that as of the date of the motion, Jefferies had not received payment from Blaize Holdings.

The Court’s Decision and Order

The motion court held that “summary judgment under CPLR 3213 [was] not available because the Engagement Letter [was] not an ‘instrument for the payment of money only.’”[5] The motion court described the Engagement Letter as “a contract for investment banking services” that “impos[ed] obligations on both parties.”[6] The motion court explained that “[w]hile it involves an obligation to pay money, it [was] not an instrument for the payment of money only.”[7] “Notably,” said the motion court, “Jefferies [did] not cite a single case in which such an engagement letter (or anything similar), … , ha[d] been deemed an instrument within the scope of CPLR 3213.”[8]

Looking at the letter, the motion court observed that “the compensation clause itself contain[ed] a condition precedent: ‘The Company agrees to pay Jefferies, at the closing of a Transaction, a fee of $4.5 million…. [N]othing in this Agreement shall be construed to obligate the Company to enter into a Transaction or consummate a Transaction.’”[9] The motion court found that “[w]hether a qualifying capital markets transaction occurs in the future is unresolved within the instrument itself and require[d] reliance on extrinsic evidence, precluding use of CPLR 3213.”[10]

Additionally, the motion court agreed with defendant that “some performance” by Jefferies was required as a clear “condition for payment.”[11] “More importantly,” said the motion court, “even assuming there may ultimately not be a triable issue of fact about the parties’ performance, it will in any event require resort to evidence outside the scope of the ‘instrument’ itself.”[12]

Finally, the motion court rejected Jefferies’ reliance on Section 11 of the Engagement Letter, which provided that Jefferies could obtain “summary judgment in lieu of complaint” in connection with the Transaction Fee” to satisfy the requirements of the statute.[13] The motion court explained, that “[t]his section merely recognize[d] Plaintiff’s ability to seek such relief. It [did] not (and cannot) waive the statutory prerequisites of CPLR 3213.”[14]

Accordingly, the motion court denied plaintiff’s motion.

Takeaway

Jefferies is an example of the limits of CPLR 3213 – i.e., that not all payment-related contracts qualify for relief under CPLR 3213. As discussed, the motion court held that an investment banking engagement letter—despite containing a payment obligation—was not an “instrument for the payment of money only.” Because the agreement imposed mutual obligations and required performance by Jefferies, it was deemed a service contract rather than a pure financial instrument.

The motion court also found that payment was contingent on a qualifying transaction, which could not be determined from the document alone and required extrinsic evidence.

Critically, the motion court held that the contractual provision permitting Jefferies to file a motion for summary judgment in lieu of complaint under CPLR 3213 did not override the prerequisites for granting such a motion.

In short, Jefferies reinforces the rule that CPLR 3213 is reserved for clear, unconditional payment obligations—not contracts involving performance or contingencies.

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Jeffrey M. Haber is a partner and co-founder of Freiberger Haber LLP. This article is for informational purposes and is not intended to be and should not be taken as legal advice.

[1] This BLOG has written numerous articles addressing CPLR 3213 and motions for summary judgment in lieu of complaint. To find such articles, please see the BLOG tile on our website and search for “CPLR 3213”, “summary judgment in lieu of complaint”, or any other commercial litigation issue that may be of interest you.

[2] Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. v. Navarro, 25 N.Y.3d 485, 491-92 (2015).

[3] Seaman-Andwall Corp. v. Wright Mach. Corp., 31 A.D.2d 136, 137 (1st Dept. 1968); Weissman v. Sinorm Deli, Inc., 88 N.Y.2d 437, 444 (1996).

[4] Kerin v. Kaufman, 296 A.D.2d 336, 337 (1st Dept. 2002) (quoting Weissman, 88 N.Y.2d at 444).

[5] Slip Op. at *4.

[6] Id.

[7] Id.

[8] Id.

[9] Id.

[10] Id.

[11] Id. at *4-*5.

[12] Id. at *5.

[13] Id.

[14] Id.

Tagged with: Business Litigation, Commercial Litigation, CPLR 3213, summary judgment in lieu of complaint