Beal Savings Bank, Appellant v. Viola Sommer, as Trustees of a Trust Under the Will of Sigmund Sommer…

Summary

The New York Court of Appeals affirmed the dismissal of Beal Savings Bank's claim under the Keep‑Well Agreement, holding that the loan documents require collective action by the Required Lenders and preclude an individual lender from enforcing the agreement. The court based its decision on the unambiguous language of the Credit and Keep‑Well Agreements, which designate the Administrative Agent to act on behalf of a supermajority of lenders. The majority reading emphasizes the parties' intent to avoid multiple suits and to protect the consortium's interests. Justice Smith dissented, arguing that the agreements do not expressly bar individual lenders from suing.