On November 26, 2025, the New York Appellate Division, Second Department reversed a trial court order denying Plaintiff Citibank, N.A.’s motion for summary judgment for breach of contract, breach of a personal guaranty, and recovery of collateral.
In 2018, Defendant Grigoriy Vernikov (d/b/a Interpage Co), applied and was approved for a $100,000 revolving line of credit with Citibank. The terms letter stated that Vernikov’s account was annually renewable, subject to payment of an annual fee and “satisfactory credit performance.” The letter further provided that Vernikov’s account was “subject to periodic credit review” even if the annual fee had already been paid. Citibank was further empowered to, among other things, increase, reduce, or cancel the available credit to Vernikov. If the account was cancelled, the outstanding balance was due and payable in monthly installments over a period chosen by Citibank. In connection with the line of credit, Vernikov provided two forms of security. The first was a personal guaranty, executed by Vernikov in his individual capacity. The second was the extension of a security interest in all of Vernikov’s owned or later acquired personal property and fixtures, including proceeds and profits thereof.
A year later, Citibank informed Vernikov that his account had been renewed and the “annual fee has been satisfied,” while also reminding him that “all accounts are subject to periodic credit review, even if payment for the annual fee has been recently submitted.” Two weeks later, Citibank notified Vernikov that his borrowing rights were cancelled after a review of his credit profile and that the outstanding balance on his account, plus interest, must be repaid in monthly installments for 4 years. Vernikov failed to make the required payments, and after two default-and-acceleration letters, Citibank initiated a lawsuit asserting, among other things, claims under the credit agreement and guaranty and sought recovery of the collateral. In response, Vernikov asserted various defenses and counterclaims, including that Citibank breached the implied covenant of good faith and fair dealing by cancelling his account two weeks after accepting payment of his annual fee.
After the trial court denied its motion for summary judgment, Citibank appealed to the Second Department, which reversed the trial court’s order and granted summary judgment in favor of Citibank. The appellate court concluded that Citibank carried its burden to show entitlement to summary judgment on the breach of contract and breach of guaranty claims by submitting copies of the relevant contracts and an “affidavit from its attorney-in-fact evidencing the defendant’s obligations under the agreement and the guaranty and his failure to make payment in accordance with the terms thereof.” The court also rejected Vernikov’s arguments in opposition, concluding that the credit agreement was not ambiguous and that Citibank did not breach the implied covenant of good faith because the agreement expressly permitted Citibank to cancel Vernikov’s account even if the annual fee had been paid. Similarly, Citibank was entitled to summary judgment on its claim to recover the collateral by establishing Vernikov’s obligations under an agreement that entitled it to immediate possession of the pledged collateral, and Vernikov failed to rebut this showing.
The case is Citibank, N.A. v. Vernikov, No. 2023-09868 (N.Y. App. Div. Nov. 26, 2025). Vernikov is represented by Goetz Platzer LLP. Citibank is represented by Salta & Associates, P.C. The decision is available here.
