Clemente Brothers Contracting Corporation (Clemente Brothers) (plaintiff) was a large, financially sophisticated entity. Clemente Brothers took out a loan and a line of credit from Capital One, N.A. (defendant). Clemente Brothers could draw from the line of credit by sending a drawdown request to Capital One signed by Jeffrey Clemente, Clemente Brothers’s principal. Under New York’s Uniform Commercial Code (UCC) § 4-406(2), a customer had 14 days after receiving an account statement within which the customer could recover from the bank on an improper payment the bank made due to a forgery. Within this 14-day window, the customer did not have to prove that the bank failed to exercise ordinary care. In addition, New York’s UCC § 4-406(4) provided that if a bank failed to exercise ordinary care in making a payment on a forged instrument, there is a one-year limit within which a customer could bring a claim for recovery. Clemente Brothers and Capital One agreed to shorten § 4-406(4)’s one-year period to 14 days. Clemente Brothers passed a corporate resolution acknowledging the 14-day requirement. Aprile Hafner-Milazzo (defendant) worked as a secretary for Clemente Brothers. Clemente Brothers discovered that Hafner-Milazzo was forging Clemente’s signature on drawdown requests to embezzle funds from Clemente Brothers. Clement Brothers notified Capital One of the fraud, and Capital One declared all of the company’s loan amounts due. Clemente Brothers brought suit against Hafner-Milazzo and Capital One. Capital One moved for summary judgment on the ground that Clemente Brothers failed to report the payments on the forged checks within the agreed-upon 14-day period. The trial court granted the motion, and the appellate court affirmed. The Court of Appeals of New York granted Clemente Brothers leave to appeal.