## Facts

- Banco do Brasil S.A. loaned the State of Antigua and Barbuda $3,000,000 plus interest under a 1981 loan agreement.
- The State executed promissory notes with a final payment due January 21, 1985, and the Ministry of Finance agreed in writing to guarantee the debt.
- The State did not repay the loan by the final due date.
- In 1989, the Ministry wrote Banco confirming an obligation to pay while requesting rescheduling due to hurricane-related damages.
- In 1997, the Ministry sent a signed letter “re-confirm[ing] its obligation,” itemizing principal and interest, and stating a total of $11,400,810.96 “due and owing.”
- The debt remained unpaid, and Banco sued in New York for breach of the loan agreement, notes, and guaranty.

## Issues

1. Whether the Ministry’s 1997 signed letter acknowledging a specific sum “due and owing” constituted an “acknowledgment or promise” under N.Y. General Obligations Law § 17-101 sufficient to revive otherwise time-barred contract and guaranty claims.

## Decision

- The Appellate Division affirmed the denial of defendants’ motion to dismiss on statute-of-limitations grounds.
- The court held that the 1997 letter satisfied GOL § 17-101 because it acknowledged an existing debt, was signed by the party to be charged (through an authorized official), and contained nothing inconsistent with an intention to pay.
- The court treated the acknowledgment as restarting the limitations period, making Banco’s action timely if filed within six years of the 1997 letter.
- The revival applied to claims on the loan agreement, promissory notes, and guaranty asserted against both the State and the Ministry.

## Legal Principles

- Under N.Y. GOL § 17-101, a time-barred contract claim may be revived only by an acknowledgment or promise in a writing signed by the party to be charged.
- A sufficient acknowledgment must recognize an existing debt and contain nothing inconsistent with an intention to pay.
- A writing that confirms an obligation and specifies a present amount “due and owing” is not rendered ineffective merely because it appears in a payment context; it fails only if it is equivocal, conditional in a way that negates liability, or disclaims the debt.
- A qualifying acknowledgment creates a new or continuing obligation for limitations purposes, starting a new limitations period from the date of the writing.

## Conclusion

The court held that the Ministry’s 1997 signed letter expressly confirming liability and stating a definite amount “due and owing” constituted a statutory acknowledgment under GOL § 17-101, thereby reviving otherwise time-barred claims on the loan, notes, and guaranty and defeating dismissal based on the statute of limitations.


Banco do Brasil S.A. v. State of Antigua & Barbuda, 268 A.D.2d 75, 707 N.Y.S.2d 151 (N.Y. App. Div. 1st Dep’t 2000)