The following excerpt is from Fast Trak Inv. Co. v. Sax, 962 F.3d 455 (9th Cir. 2020):
To begin with, New York law is clear that "[w]hen determining whether a transaction constitutes a usurious loan it must be considered in its totality and judged by its real character, rather than by the name, color, or form which the parties have seen fit to give it. " Ujueta v. Euro-Quest Corp. , 29 A.D.3d 895, 814 N.Y.S.2d 551, 552 (2006) (quoting Lester v. Levick , 50 A.D.2d 860, 376 N.Y.S.2d 619 (1975) (Christ, J., dissenting), rev'd. on dissenting opn. 41 N.Y.2d 940, 394 N.Y.S.2d 639, 363 N.E.2d 363 (N.Y. 1977) ). Thus, that the agreements are described by their language as "Purchase Agreement[s]" and not as loans is not dispositive; it is their "real character," when they are "considered in [their] totality," that matters here. Id.
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