Guide

What is a confession of judgment, and should you sign one?

It is a document signed at the outset in which you agree, in advance, that judgment can be entered against you without a hearing if the funder says you defaulted. You give up the right to defend yourself before there is anything to defend. New York restricted them against out-of-state businesses in 2019, but they have not disappeared.

What it lets a funder do

With a signed confession of judgment, a funder that declares a default can file it with a court and obtain judgment without notifying you and without you being heard.

The practical consequence is a frozen bank account, sometimes as the first you learn of it. Unwinding that means moving to vacate the judgment, which costs money and time you are unlikely to have in that week.

It converts a commercial disagreement into an enforcement action, and it does so on the funder's say-so about whether a default occurred.

What changed, and what did not

New York — where a very large share of these agreements were filed, because of the volume of funders based there — amended its law in 2019 so confessions of judgment could no longer be entered against debtors located outside the state.

That closed the most abused route. It did not abolish the instrument, and agreements governed by other states' law can still include them.

Governing law is therefore worth reading. Which state's courts hear a dispute, and where you can be sued, are terms as real as the factor rate.

What to do if one is in front of you

Ask for it to be removed. Plenty of funders will write the deal without one, and asking tells you a great deal about who you are dealing with.

If it is not negotiable, treat that as information about the offer rather than as a formality. It is the term that determines what happens on your worst month, not your best.

Have a lawyer read it. This is the one clause in a funding agreement where an hour of legal time is unambiguously worth the cost.

Sources

Related questions.

Is a confession of judgment legal?
In many states, yes, in commercial agreements. New York restricted its use against out-of-state debtors in 2019. The rules vary by state, which is why the governing-law clause matters.
Do all funders require one?
No. Many write deals without one, and asking for its removal is a normal negotiation rather than an unusual request.
What is a personal guarantee — the same thing?
No. A guarantee makes you personally liable for the debt. A confession of judgment removes your ability to contest the claim. An agreement can contain both.

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