Citibank, N.A. v. Vernikov: Enforcing Express Lender Discretion to Cancel a Commercial Line of Credit Despite a Recent Renewal Fee

I. Introduction

In Citibank, N.A. v. Vernikov, 2025 NY Slip Op 06599 (App Div 2d Dept, Nov. 26, 2025), the Appellate Division, Second Department, addressed a recurring but under-litigated issue in commercial lending practice: to what extent may a lender terminate a revolving commercial line of credit shortly after accepting an annual renewal fee, without breaching either the contract or the implied covenant of good faith and fair dealing?

The case arises out of a $100,000 commercial revolving line of credit granted by Citibank, N.A. (“Citibank” or “the plaintiff”) to Grigoriy Vernikov, doing business as Interpage Co (“Vernikov” or “the defendant”), supported by a broad security interest in Vernikov’s assets and a personal guaranty. After Citibank accepted the defendant’s annual renewal fee and then, within less than two weeks, canceled the borrowing rights following a credit review, the relationship deteriorated into litigation involving claims for breach of contract, enforcement of a guaranty, and recovery of collateral, as well as multiple affirmative defenses and counterclaims.

The Supreme Court, Kings County, denied Citibank’s motion for summary judgment on its principal claims and refused to dismiss the defendant’s affirmative defenses and counterclaims. The Second Department reversed, granting full summary judgment for the bank. In doing so, the court articulated and reinforced several important principles of New York contract and commercial law, particularly:

How courts treat lender discretion clauses in commercial credit agreements.
When a lender’s cancellation of a credit line—despite accepting an annual fee—does not violate the implied covenant of good faith and fair dealing.
The evidentiary and legal requirements for summary judgment on loan, guaranty, and replevin claims.
The standards for dismissing conclusory affirmative defenses and abandoned counterclaims.

II. Summary of the Opinion

A. Factual Background

In August 2018, Vernikov applied to Citibank for a commercial line of credit. On August 22, 2018, Citibank issued a terms letter approving a $100,000 revolving line of credit (the “account”). The account was governed collectively by:

the application,
the terms letter, and
the terms and conditions

(collectively, “the agreement”).

Key features of the agreement included:

Annual renewal fee: The account was “annually renewable, subject to satisfactory credit performance and payment of an annual fee of $100.00.”
Periodic credit review: “All accounts are subject to periodic credit review, even if payment for the annual fee has been recently submitted.”
Lender’s discretion to refuse additional credit: Citibank could refuse to extend further credit if, among other things, the account reached its limit, was in default, or “upon any other reasonable circumstance, including, without limitation, an adverse change in the defendant’s financial condition or the financial condition of any guarantor,” and could do so “without incurring liability to the defendant or others.”
Right to change or cancel credit: Citibank reserved the right to “change the agreement, including all fees, interest rate and method of computation, and increase, reduce or cancel the credit available, at any time, by providing [the defendant] with written notice.”
Repayment on cancellation: If the account were canceled, the outstanding balance would be repaid in monthly installments over a period determined by Citibank.

As security, Vernikov:

executed a personal guaranty, and
granted Citibank a security interest in all owned and after-acquired personal property and fixtures, and their proceeds and products (the “collateral”).

On August 27, 2019, Citibank wrote to Vernikov confirming that the $100 renewal fee “has been satisfied and your account has been renewed,” while reiterating that “all accounts are subject to periodic credit review, even if payment for the annual fee has been recently submitted.”

Less than two weeks later, on September 9, 2019, Citibank—after reviewing Vernikov’s credit profile—sent a letter:

canceling his borrowing rights,
advising that no additional credit would be extended, and
requiring repayment of the outstanding balance (principal and interest) in 48 monthly installments.

Vernikov later defaulted on the required payments (failing to make the payment due on September 23, 2019, and thereafter). Citibank sent default and acceleration notices in March 2020 and February 2021, culminating in acceleration of the entire outstanding balance.

B. Procedural History

Citibank commenced an action in Supreme Court, Kings County, asserting causes of action, among others:

to recover damages for breach of contract,
to recover on the personal guaranty, and
to recover the collateral (in replevin).

Vernikov answered, asserting multiple affirmative defenses and six counterclaims.

Citibank moved for summary judgment on its complaint and for dismissal of all affirmative defenses and counterclaims. The Supreme Court (Montelione, J.) denied the motion in significant part, including denying summary judgment on:

the breach of contract claim,
the guaranty claim,
the collateral claim, and
the dismissal of the defenses and counterclaims.

Citibank appealed from the adverse portions of that order.

C. Holding

The Second Department reversed the Supreme Court’s order insofar as appealed from and held:

Citibank established a prima facie entitlement to summary judgment on:
- the breach of contract claim,
- the guaranty claim, and
- the collateral (replevin) claim.
Citibank also established a prima facie entitlement to dismissal of all affirmative defenses and counterclaims.
In opposition, Vernikov failed to raise any triable issue of fact as to:
- a bona fide defense,
- a breach of the implied covenant of good faith and fair dealing, or
- the viability of his counterclaims.
Some defenses and counterclaims were abandoned by failure to address them in motion papers or on appeal.

Accordingly, the Appellate Division granted summary judgment in Citibank’s favor on the complaint and directed dismissal of all defenses and counterclaims.

III. Detailed Analysis

A. Precedents Cited and Their Role in the Decision

The court anchored its reasoning in a series of prior decisions dealing with loans, guaranties, replevin, contract interpretation, and summary judgment procedure. The key precedents cited and the propositions for which they were invoked are as follows.

1. Loan and Guaranty Summary Judgment Precedents

M & T Bank v DelVecchio, 162 AD3d 654 (2d Dept 2018)
Cited for the proposition that a lender establishes a prima facie entitlement to summary judgment on a loan or guaranty by submitting:
- the relevant agreements (here, the agreement and the guaranty), and
- an affidavit evidencing the borrower’s and guarantor’s obligations and their failure to pay according to the terms.
In Vernikov, the court specifically noted that Citibank’s attorney-in-fact affidavit and documentary evidence mirrored the evidentiary framework approved in DelVecchio (and similar cases), thereby satisfying its initial burden.
J.P. Morgan Chase Bank, N.A. v Lanar Sys., Inc., 120 AD3d 764 (2d Dept 2014)
Invoked as an additional authority confirming that a lender’s production of the loan documents and evidence of default is sufficient for prima facie summary judgment on both note and guaranty.
Valley Natl. Bank v INI Holding, LLC, 95 AD3d 1108 (2d Dept 2012)
Similarly cited to reinforce the established pattern: loan documents plus competent proof of default equals a prima facie case as matter of law.

Collectively, these decisions frame a clear and relatively low evidentiary threshold for institutional lenders seeking summary judgment on straightforward nonpayment claims.

2. Dismissal of Conclusory Affirmative Defenses

Star201, LLC v Duran, 233 AD3d 726 (2d Dept)
Cited for the rule that affirmative defenses that are conclusory and lacking factual allegations may be dismissed on summary judgment. In Vernikov, this precedent supports the court’s conclusion that Citibank had shown the defendant’s affirmative defenses were either meritless as a matter of law or too conclusory to create a triable issue.

3. Contract Interpretation and Ambiguity

Riverside S. Planning Corp. v CRP/Extell Riverside, L.P., 13 NY3d 398 (2009)
The Court of Appeals’ decision in Riverside South is a leading case on contract interpretation. It holds, among other things, that:
- Whether a contract is ambiguous is a question of law for the court, and
- Where the contract language is unambiguous, courts must enforce it according to its plain meaning without resort to extrinsic evidence.
In Vernikov, the defendant argued ambiguity in the agreement—likely pointing to the tension between the “annual renewal” language and the bank’s right to cancel at any time. The Second Department, citing Riverside South, flatly rejected that contention, holding that the agreement was not ambiguous.

4. Good Faith and Lender’s Express Contractual Discretion

Pentagon Fed. Credit Union v Popovic, 217 AD3d 480 (2d Dept 2023)
Although the details of Popovic are not recited, the citation appears immediately after the court’s conclusion that:
the defendant did not raise a triable issue of fact as to whether the plaintiff breached the implied covenant of good faith and fair dealing by demonstrating that the plaintiff had accepted the defendant's annual renewal fee on August 27, 2019, and canceled the account on September 9, 2019, since the agreement provided that the account was subject to periodic credit review, even if payment for the annual fee had been recently submitted, and could be canceled at any time, upon written notice.
This strongly suggests that Popovic is a recent Second Department case holding that a lender does not violate the implied covenant of good faith and fair dealing when it exercises its expressly reserved contractual discretion—particularly where the agreement explicitly authorizes the very conduct complained of.

5. Abandonment of Claims and Defenses

U.S. Bank N.A. v Gonzalez, 172 AD3d 1273 (2d Dept 2019) and
Marcum, LLP v Silva, 117 AD3d 917 (2d Dept 2014)
These cases stand for the appellate rule that a party abandons issues not addressed in its brief. The Second Department applied this principle to hold that Vernikov abandoned certain affirmative defenses on appeal by failing to argue them.
Wells Fargo Bank, N.A. v Carrington, 221 AD3d 746 (2d Dept) and
Aurora Loan Servs., LLC v Czin, 211 AD3d 1000 (2d Dept)
Cited for a parallel rule at the trial level: claims (including counterclaims) may be deemed abandoned when a party fails to address them in opposition to a summary judgment motion. With respect to Vernikov’s third and sixth counterclaims, the Second Department held that they were abandoned in precisely this way.

6. Replevin and Recovery of Collateral

Nissan Motor Acceptance Corp. v Scialpi, 94 AD3d 1067 (2d Dept 2012)
The court quotes Nissan for the standard governing replevin:
"A cause of action sounding in replevin must establish that the defendant is in possession of certain property of which the plaintiff claims to have a superior right."
Melrose Credit Union v Matatov, 187 AD3d 1009 (2d Dept 2020)
Cited for two propositions:
- Confirming the same replevin standard, and
- Demonstrating that where a debtor is in default under a security agreement, the secured creditor may take immediate possession of the collateral, and summary judgment is appropriate if no triable issue of fact is shown.
In Vernikov, the court held that Citibank, like the lender in Matatov, established entitlement to immediate possession of the pledged collateral upon default.

7. Dismissal of Counterclaims on Summary Judgment

Pezzo v 26 Seventh Ave. S., LLC, 144 AD3d 778 (2d Dept 2016)
This case is cited for the proposition that summary judgment dismissing counterclaims is proper where the moving party shows entitlement to judgment as a matter of law and the opponent fails to raise a triable issue of fact. Pezzo provides the doctrinal foundation for dismissing Vernikov’s counterclaims.

8. General Summary Judgment Standard

Zuckerman v City of New York, 49 NY2d 557 (1980)
Zuckerman is a foundational case on summary judgment. It holds that once the movant makes a prima facie showing of entitlement to judgment, the burden shifts to the opponent to produce evidentiary proof in admissible form sufficient to require a trial of material questions of fact.

In Vernikov, the Second Department applied Zuckerman in holding that the defendant failed to produce such proof in opposition to Citibank’s showing on his first, second, fourth, and fifth counterclaims.

B. The Court’s Legal Reasoning

1. Breach of Contract and Guaranty Claims

The court’s analysis follows the standard New York pattern for lender enforcement actions:

Prima facie case: Citibank submitted:
- copies of the agreement (application, terms letter, and terms and conditions),
- the personal guaranty executed by Vernikov, and
- an affidavit of its attorney-in-fact setting forth:
  - the defendant’s obligations,
  - the existence of the debt, and
  - the defendant’s failure to make required payments.
This satisfied the bank’s prima facie burden on both:
- the breach of contract claim against the borrower, and
- the claim to enforce the guaranty against Vernikov personally.
Burden shifting and absence of triable issues: Once Citibank met its initial burden under Zuckerman, the burden shifted to Vernikov to raise a genuine issue of fact as to a “bona fide defense.” The court expressly held that he failed to do so. His principal responses were:
- a claim that the agreement was ambiguous; and
- a claim that Citibank breached the implied covenant of good faith and fair dealing.
Both were rejected as a matter of law.

2. Contract Interpretation: Was the Agreement Ambiguous?

Vernikov’s ambiguity argument likely focused on the apparent tension between:

the “annually renewable” language (and the acceptance of the renewal fee), suggesting a year-long continuity of the credit line; and
the provisions allowing Citibank to:
- conduct periodic credit reviews “even if payment for the annual fee has been recently submitted,” and
- “increase, reduce or cancel the credit available, at any time, by providing [the defendant] with written notice.”

The Second Department, citing Riverside South, held that the agreement was not ambiguous. The reasoning, implicit in the text, is:

The documents, read together, clearly:
- condition the line’s continuation on satisfactory credit performance, and
- reserve to Citibank the power to review and terminate the credit at any time, even soon after the annual fee is paid.
The renewal fee functions as a fee for maintaining the account’s availability subject to Citibank’s credit-review-based discretion, not as a guarantee of uninterrupted access to credit for a full year.

Because the contract was unambiguous, the court rejected any attempts to introduce extrinsic evidence of the parties’ expectations or “fairness” to alter its plain meaning.

3. Implied Covenant of Good Faith and Fair Dealing

New York law implies in every contract a covenant of good faith and fair dealing, which requires that neither party do anything that would destroy or injure the other’s right to receive the benefit of the bargain. However, this implied covenant:

cannot be used to override or conflict with express contract terms, and
cannot create new substantive rights inconsistent with those terms.

Vernikov’s principal substantive contention was that Citibank breached this implied covenant by:

accepting the $100 annual renewal fee on August 27, 2019, and then
canceling the borrowing rights on September 9, 2019.

The Second Department rejected that claim for two reasons grounded squarely in the contract:

The agreement stated that “all accounts are subject to periodic credit review, even if payment for the annual fee has been recently submitted.”
The agreement also allowed Citibank to “increase, reduce or cancel the credit available, at any time, by providing [the defendant] with written notice.”

Against that backdrop, the court held that:

the defendant did not raise a triable issue of fact as to whether the plaintiff breached the implied covenant of good faith and fair dealing by demonstrating that the plaintiff had accepted the defendant's annual renewal fee on August 27, 2019, and canceled the account on September 9, 2019.

In essence, the bank’s exercise of its expressly reserved right to cancel, even shortly after receiving the fee, does not constitute bad faith when:

the contract explicitly contemplates that exact possibility, and
the borrower has agreed that there will be periodic credit review and potential cancellation without lender liability.

The citation to Pentagon Fed. Credit Union v Popovic reinforces this: the implied covenant cannot be used to strip a lender of contractual discretion it bargained for and explicitly retained.

4. Dismissal of Affirmative Defenses

Citibank also moved for summary judgment dismissing all of Vernikov’s affirmative defenses. The Second Department held that Citibank made a prima facie showing that:

the defenses were either without merit as a matter of law, or
were conclusory and unsupported by specific facts, and thus insufficient under Star201, LLC v Duran.

The court further held that Vernikov “abandoned any contentions regarding the remaining affirmative defenses, as he failed to address them in his brief,” invoking U.S. Bank N.A. v Gonzalez and Marcum, LLP v Silva. This underscores a critical procedural point for litigants: defenses not argued on appeal are treated as abandoned and will not be considered.

5. Replevin and Recovery of Collateral

On the cause of action “to recover the collateral,” Citibank asserted what is essentially a replevin claim to recover possession of property in which it had a security interest. The Second Department:

quoted Nissan Motor Acceptance Corp. v Scialpi:
"A cause of action sounding in replevin must establish that the defendant is in possession of certain property of which the plaintiff claims to have a superior right."
relied on Melrose Credit Union v Matatov to hold that once a debtor defaults under a security agreement, the secured creditor may be entitled to immediate possession of the collateral.

The court found that Citibank:

demonstrated the existence and scope of its security interest in the collateral,
showed that Vernikov was in default under the agreement, and
established that the agreement entitled Citibank to immediate possession upon default.

With no triable issue of fact raised in opposition, summary judgment on the replevin claim was warranted.

6. Dismissal of Counterclaims

Citibank moved not only on its own claims but also to dismiss all of Vernikov’s counterclaims. The Second Department held:

Citibank made a prima facie showing of entitlement to judgment as a matter of law dismissing the counterclaims, consistent with Pezzo v 26 Seventh Ave. S., LLC.
Vernikov failed to raise a triable issue of fact as to his first, second, fourth, and fifth counterclaims, under the Zuckerman standard.
He abandoned his third and sixth counterclaims by failing to address them in opposition to Citibank’s motion, in line with Wells Fargo Bank, N.A. v Carrington and Aurora Loan Servs., LLC v Czin.

The ruling emphasizes a doctrinal and practical point: once a movant attacks counterclaims on summary judgment with specific arguments and evidence, the counterclaimant must respond substantively on each claim or risk dismissal by abandonment.

C. Impact and Significance

1. For Commercial Lenders and Drafting of Credit Agreements

Citibank v. Vernikov fortifies the enforceability of:

Periodic credit review clauses that expressly allow lenders to evaluate borrowers’ creditworthiness on an ongoing basis; and
Discretionary termination provisions allowing lenders to reduce or cancel credit “at any time” with written notice, especially where the agreement also states this may occur “even if payment for the annual fee has been recently submitted” and “without incurring liability.”

Lenders drafting commercial revolving credit agreements can take away that:

Well-drafted clauses that:
- expressly preserve lender discretion, and
- explicitly decouple annual fee payment from guaranteed continuation of the credit line
will likely be enforced as written.
So long as the lender can demonstrate it acted under those express rights, arguments based on “unfairness” or subjective expectations are unlikely to survive summary judgment under New York law.

2. For Borrowers and Guarantors

For borrowers and guarantors, the decision is a stark reminder that:

Payment of an annual renewal fee does not, by itself, guarantee availability of credit for the entire year, if the agreement incorporates broad credit-review and cancellation rights.
Signing a personal guaranty and granting a blanket security interest create powerful remedies for the lender, including:
- summary enforcement of the debt, and
- immediate recovery (or replevin) of collateral upon default.

Borrowers need to read and negotiate:

credit review clauses,
termination provisions,
“without liability” language, and
scope of collateral and guaranties,

with the understanding that New York courts will generally enforce them according to their plain terms.

3. For Litigation Strategy in Banking and Commercial Cases

The decision underscores several strategic and procedural points:

Evidence for summary judgment: A lender’s attorney-in-fact affidavit and standard loan documentation, if properly supported, remain sufficient to make out a prima facie case.
Defenses and counterclaims must be supported with facts: Bare, conclusory assertions without evidentiary support will not forestall summary judgment.
Abandonment is real and consequential:
- On motion practice, failure to address specific claims or defenses in opposition can result in their dismissal as abandoned.
- On appeal, failure to brief issues can lead to their being deemed abandoned and unreviewable.
Implied covenant claims have limited reach: They cannot be used to negate or rewrite express contractual grants of discretion to a lender—especially where, as here, the challenged conduct (cancellation after fee payment) is explicitly contemplated in the contract text.

Given its clear application of these doctrines, Vernikov is likely to be cited in future cases involving disputed lender terminations of revolving credit facilities and related good-faith challenges.

IV. Complex Concepts Explained in Plain Terms

A. Implied Covenant of Good Faith and Fair Dealing

Every contract under New York law contains an implied promise (even if not written down) that both parties will act in "good faith" and will not take actions that destroy the right of the other party to receive the benefit of the bargain. However:

It does not mean that one party must act altruistically or sacrifice its own self-interest.
It cannot be used to:
- add new obligations that the parties did not agree to, or
- rewrite or contradict clear, express contract terms.

In Vernikov, the borrower argued that Citibank acted in bad faith by accepting a renewal fee and then canceling the credit line within 13 days. The court held there was no breach of the implied covenant because:

the contract explicitly allowed cancellation “at any time” after credit review,
expressly said that such review and cancellation could occur even after the fee had been paid, and
the borrower had agreed to those terms.

Thus, the implied covenant could not be invoked to undermine an express right Citibank had bargained for and the borrower had accepted.

B. Revolving Line of Credit vs. Term Loan

A revolving line of credit is like a credit card for a business: the borrower can draw down, repay, and draw again up to a fixed limit, subject to the lender’s ongoing approval.
A term loan provides a lump sum that the borrower repays in installments over a fixed period; once repaid, it cannot be re-borrowed without a new agreement.

Here, Vernikov had a $100,000 revolving credit line. After cancellation, the remaining balance converted to something akin to a term obligation, to be repaid in 48 monthly installments.

C. Annual Renewal Fee

The annual fee in this context is:

a fee for maintaining the account and the possibility of borrowing,
not a contractual promise that credit will be available for a full year regardless of creditworthiness.

The key lesson of Vernikov is that, absent different language, an annual fee does not override a contract’s clear provision that the lender may still conduct periodic credit reviews and cancel the facility, even soon after the fee is paid.

D. Personal Guaranty

A personal guaranty is a separate promise—often signed by an individual who owns or controls a business—to be personally responsible for the business’s debts if the business fails to pay. In loan litigation:

The lender can sue both the business (borrower) and the individual guarantor.
The guarantor’s liability is typically joint and several, meaning the lender can seek 100% of the debt from the guarantor if necessary.

In Vernikov, the court enforced the personal guaranty alongside the business’s obligations, holding that Citibank was entitled to summary judgment against Vernikov personally.

E. Security Interest and Replevin

A security interest is a contractual right in a debtor’s property (collateral) that secures repayment of a debt. If the debtor defaults:

the secured creditor can seek to take possession of the collateral, and
sell or otherwise dispose of it to satisfy the debt (subject to commercial reasonableness rules and other protections under the Uniform Commercial Code).

A replevin claim (or an action "to recover collateral") is a lawsuit seeking a court order giving the creditor possession of specific property. To succeed, the creditor must show:

the debtor has the property, and
the creditor has a superior right to that property (usually by virtue of a security agreement and default).

In Vernikov, Citibank had a broad security interest in “all” of the defendant’s present and future personal property and fixtures, and the court held that default triggered its right to immediate possession of that collateral.

F. Acceleration

Most loan agreements provide that upon certain defaults, the creditor may accelerate the debt—that is, declare the entire unpaid balance immediately due and payable, instead of waiting for future payment dates. Citibank’s February 19, 2021 letter exercised such an acceleration right after Vernikov’s continuing default on scheduled installment payments.

G. Summary Judgment

Summary judgment is a procedure whereby a court decides a case, or parts of it, without a trial, if:

the moving party shows there are no genuine disputes of material fact, and
the moving party is entitled to judgment as a matter of law.

Under Zuckerman:

The movant must show entitlement through admissible evidence (e.g., contracts, affidavits based on personal knowledge, payment histories).
The opponent must respond with evidence, not just speculation or conclusory statements, showing a real factual dispute that requires a trial.

In Vernikov, the Second Department found that:

Citibank met its initial burden on all claims, and
Vernikov’s opposition failed to present concrete evidence or legally cognizable defenses sufficient to justify a trial.

H. Abandonment of Claims and Defenses

Under New York practice:

If a party does not respond to a claim, defense, or argument raised in a motion for summary judgment, the court may deem that claim or defense abandoned.
On appeal, if a party fails to address an issue in its brief, the appellate court does not have to consider it and will usually deem it abandoned.

In Vernikov, the defendant:

abandoned certain affirmative defenses on appeal by failing to brief them, and
abandoned his third and sixth counterclaims by failing to address them in opposition to summary judgment in the trial court.

V. Conclusion: Key Takeaways from Citibank, N.A. v. Vernikov

Citibank, N.A. v. Vernikov is a robust reaffirmation of foundational New York principles in commercial lending and contract law. Its principal contributions can be summarized as follows:

Express contract terms governing lender discretion will be enforced as written.
Where a credit agreement clearly allows a lender to conduct periodic credit reviews and cancel or reduce a credit line “at any time,” even after payment of an annual fee, courts will not treat such cancellation as a breach of contract.
The implied covenant of good faith and fair dealing cannot override express rights.
A borrower cannot rely on good-faith arguments to nullify a lender’s clearly stated contractual discretion—especially when the contested conduct (here, cancellation after renewal fee payment) is explicitly contemplated in the agreement.
Summary judgment standards in loan and guaranty enforcement remain lender-friendly where documentation is clear and defaults are undisputed.
Standard loan documentation, a personal guaranty, and an affidavit establishing default suffice to meet a lender’s prima facie burden; borrowers must respond with concrete, admissible evidence to avoid judgment.
Replevin is an effective tool for enforcing security interests.
When a debtor defaults and a security agreement provides for immediate possession of collateral, a secured creditor can obtain summary judgment on a replevin claim, provided it shows default and its superior right to the collateral.
Conclusory defenses and unargued counterclaims will not survive.
Defenses and counterclaims must be factually supported and properly briefed; otherwise, they risk dismissal as conclusory or abandonment.

While not revolutionary, Vernikov refines and reinforces the legal framework governing commercial revolving credit facilities in New York, particularly in disputes over lender termination decisions and the scope of good-faith obligations. For lenders, it confirms that carefully drafted credit-review and cancellation provisions will be respected. For borrowers and guarantors, it is a cautionary tale about the legal force of boilerplate provisions and the limits of equitable arguments once the written agreement is unambiguous.