In cases involving promissory notes, guaranties, and other instruments, courts examine whether payment under the instrument is conditioned on additional performance by the creditor, the occurrence of complex events, or other factors that necessitate evidence beyond the instrument itself. Instruments that require extensive references to other contracts or documents, or those with conditional payment obligations, often preclude the use of Section 3213.
Before the Marjan decision, provisions stating that an instrument qualifies as one for the payment of money only were considered one factor among several in supporting the use of Section 3213. However, the Marjan decision indicates that such a provision should now be determinative in many cases, particularly for promissory notes and unconditional guaranties issued in connection with complex transactions.
Creditors cannot bring any contract within the scope of Section 3213 simply by agreeing that it constitutes an instrument for the payment of money only. For example, indemnification agreements, which depend on unknown contingencies, are unlikely to qualify.
