Although parties may contractually agree to undertake a separate obligation, the breach of which does not arise until some future date, the repurchase obligation undertaken by DBSP does not fit this description. To support its contrary position, the Trust relies on our decision in Bulova Watch Co. v <**25>Celotex Corp. (46 NY2d 606 ), where we considered whether the separate repair clause in a contract for the sale of a roof constituted a future promise of performance, the breach of which created a cause of action. The separate clause the seller included in that contract was a «20-Year Guaranty Bond,» which «expressly guaranteed that [the seller] would ‘at its own expense make any repairs . . . that may become necessary to maintain said Roof’ » (id. at 608-609).

I held that verify «embod[ied] an agreement unlike brand new offer to offer roofing system content,» the newest violation of which brought about the latest statute out of constraints anew (id. during the 610). It was thus due to the fact accused during the Bulova Check out «didn’t only make sure the reputation otherwise efficiency of the items, however, accessible to create a help» (id. at 612). That solution try brand new independent and distinct hope to fix a great bad rooftop-a critical component of the latest parties’ price and you will «a new, separate and additional extra purchasing» brand new defendant’s product (id. during the 611). Accordingly, new «agreements contemplating services . . . had been subject to a half a dozen-12 months law . . . running years occasioned each time a breach of one’s obligations to help you resolve new fused roof happened» (id.).

DBSP’s beat otherwise repurchase obligations is the latest Trust’s treatment for an https://paydayloanalabama.com/eldridge/ effective breach of them representations and warranties, perhaps not a hope of your loans’ coming results

New corrective condition when you look at the Bulova Observe expressly protected coming overall performance out of the fresh new roof and you will undertook a pledge to fix the fresh new roof in the event that they don’t match the seller’s be sure. It [*7] portrayed and you can warranted certain facts about the latest loans’ services since , if the MLPA and you can PSA was in fact carried out, and you may explicitly stated that people representations and you will warranties didn’t endure the fresh new closure day. Unlike the brand new separate verify for the Bulova View, DBSP’s lose otherwise repurchase obligation could not reasonably be looked at as a definite vow out of upcoming performance. It had been dependent on, and even by-product off, DBSP’s representations and you may guarantees, which didn’t survive the closing and you may was indeed breached, if at all, thereon time. [FN3]

Actually, absolutely nothing about offer given that the eliminate otherwise repurchase obligations perform continue for living of your own finance

And it makes sense that DBSP, as sponsor and seller, would not guarantee future performance of the mortgage loans, which <**25>might default 10 or 20 years after issuance for reasons entirely unrelated to the sponsor’s representations and warranties. The sponsor merely warrants certain characteristics of the loans, and promises that if those warranties and representations are materially false, it will cure or repurchase the non-conforming loans within the same statutory period in which remedies for breach of contract (i.e., rescission and expectation damages) could have been sought. [FN4]

If the cure or repurchase obligation did not exist, the Trust’s only recourse would have been to bring an action against DBSP for breach of the representations and warranties. That action could only have been brought within six years of the date of contract execution. The cure or repurchase obligation is an alternative remedy, or recourse, for the Trust, but the underlying act the Trust complains of is the same: the quality of the loans and their conformity with the representations and warranties. The Trust argues, in effect, that the cure or repurchase <**25>obligation transformed a standard breach of contract remedy, i.e. damages, into one that lasted for the life of the investment-decades past the statutory period. But nothing in the parties’ agreement evidences such an intent. Historically, we have been