Ordered that the order is affirmed insofar as appealed from, with costs.
The subject promissory note made by the corporate defendant is not a negotiable instrument and therefore, the plaintiffs are not holders in due course (see, UCC 3-102 [e]; 3-302; 80 N.Y. Jur 2d, Negotiable Instruments and Other Commercial Paper, § 9). Under the facts presented here, we agree with the conclusion of the Supreme Court that the plaintiffs failed to establish their entitlement to compel payment on the note as a matter of law. The note is intertwined with a shareholders' agreement and a subordination agreement. The court properly considered the three documents together in finding that factual issues existed concerning whether the conditions for payment on the note had been satisfied. Additionally, a factual issue existed as to whether the defendant was entitled to a set-off.
We have considered the plaintiffs' remaining contentions and find them to be without merit. Balletta, J.P., Rosenblatt, Ritter and Altman, JJ., concur.