Reading Your Itria Receivables Sale Agreement: A Clause-by-Clause Guide for Biz2Credit Customers

Most business owners skim a funding contract once, on a phone, minutes before the money arrives. That’s understandable. But if you took revenue-based financing through Biz2Credit, the document you signed decides almost everything that happens if payments stop: who can sue you, where, under which state’s law, and which defenses are still available.

Biz2Credit’s legal disclosures state that its revenue-based financing is documented as a Receivables Sale Agreement and made at the discretion of Itria Ventures LLC, which Biz2Credit describes as its wholly owned subsidiary. Versions of that agreement appear in public filings, including SEC exhibits and federal court records. Reading those versions alongside recent court decisions shows which clauses matter most.

Terms vary between agreements, so treat this as a map for reading your own contract, not a substitute for it.

1. The parties: “Purchaser” and “Merchant”

The agreement names Itria as the Purchaser and your business as the Merchant. Biz2Credit, the brand you applied through, typically isn’t the contracting party.

Why it matters: If your business is ever sued, the plaintiff will usually be Itria Ventures LLC. That isn’t a sign your account was sold. Itria has held the contract since the day you signed.

2. The “this is not a loan” acknowledgment

Early in the agreement, the merchant confirms the transaction is a purchase and sale of receivables, not a loan. Agreements often also include a waiver of any later argument to the contrary.

Why it matters: Usury laws apply to loans. If the deal is a true sale, interest-rate caps don’t apply. New York courts, however, judge transactions by substance rather than labels. In a February 2026 decision, Greenwich Retail Group LLC v. Moby Capital, LLC, a federal bankruptcy judge in Manhattan concluded that the prevailing New York rule does not enforce usury waivers written into an allegedly usurious agreement. That ruling came at the motion-to-dismiss stage and did not decide whether the agreement was in fact a loan. It does mean the label alone is not the end of the analysis.

Court opinion: https://www.nysb.uscourts.gov/sites/default/files/opinions/329889_50_opinion.pdf

3. Location: “The purchase and sale shall take place in New York”

The agreement places the transaction in New York and applies New York law.

Why it matters: This is why Itria cases are typically filed in New York state court even when the business operates in another state. New York procedure governs the case, including answer deadlines, how judgments are enforced, and the rules for confessions of judgment.

4. The definition of “Receivables”

Receivables are usually defined broadly. In the agreement examined in Greenwich, the definition covered customer payments, accounts, contract rights, and insurance proceeds, and it purported to reach affiliated companies as well.

Why it matters: A broad definition helps the funder collect. It can also cut against the funder in court. The Greenwich judge noted that when receivables cover virtually every dollar a business takes in, the funder’s only real risk is the business ceasing to exist. That is ordinary lender risk, which supports treating the deal as a loan.

5. The remittance amount

The agreement states a purchased percentage of receivables and a fixed weekly or daily remittance meant to approximate that percentage. In the reported cases, remittances were set as flat dollar amounts.

Why it matters: Biz2Credit describes revenue-based financing as repaid from an agreed percentage of receipts, with no fixed term. Your bank statements show whether payments actually tracked your sales. If the debit never moved when revenue fell, that history is evidence.

6. Reconciliation

This clause lets the merchant ask for payments to be adjusted to match actual receipts. In Greenwich, the court looked closely at several limits in Itria’s version:

• Reconciliation of past payments was limited to one calendar quarter.
• Itria could issue a credit against future payments instead of a refund.
• The agreement gave no formula for calculating forward adjustments.
• Itria could decline a reconciliation request if a Material Breach was in effect.

Why it matters: Reconciliation is what separates a sale of receivables from a loan. If you asked for a reconciliation in writing and the request was ignored or refused, keep every message. It’s often the most important document in a defense.

7. Representations and “Material Breach”

The merchant represents that its financial statements are accurate, that it is solvent, and that its receivables aren’t already pledged to another funder or lender. Breaching any representation is a Material Breach, as is interfering with Itria’s right to collect.

Why it matters: Material Breach triggers full recourse, acceleration, and the personal guaranty. In Greenwich, the merchants had other advances and secured loans already on record in UCC filings when they signed. The court said that raised the possibility they were in breach from the first day, which supports the loan argument. The same facts can also hurt a merchant who took a second advance in breach of the first contract.

8. The performance guaranty

Owners typically sign a guaranty of performance. In a 2025 New York County case, Itria Ventures LLC v. Aneela 1 LLC, the court quoted a guaranty that made the owner answerable after a Material Breach until the full amount sold, plus fees and collection costs, was paid. Multiple guarantors were jointly and severally liable.

Why it matters: The guaranty is how a business dispute becomes a personal one. A company bankruptcy filing doesn’t automatically protect guarantors.

9. The security interest

Itria takes a security interest that, in the agreement described in Greenwich, extended to all of the merchant’s assets, including equipment and inventory. It is usually perfected by a UCC-1 filing.

Why it matters: The lien can block new financing. In any settlement, UCC termination timing should be negotiated in writing.

10. The confession of judgment

Some Itria agreements include a confession of judgment, which allows judgment to be entered without a lawsuit. Greenwich confirms one was used on a 2024 agreement.

Why it matters: Since August 30, 2019, New York’s CPLR 3218 has barred confessed judgments against defendants who are not New York residents. A business counts as a resident of any county where it has a place of business. An out-of-state business with a confessed judgment entered against it should have the judgment reviewed promptly. Background on how these work: https://crediblelaw.com/confession-of-judgment/

Putting it together

Read clause by clause, the Itria agreement tells a consistent story. The contract is built to be enforced as a sale of receivables. Whether it holds up as one depends on how it actually operated: the reconciliation history, the fixed remittances, and how much risk Itria truly bore.

Three practical points follow:

• Raise defenses before judgment. Under New York law, failing to raise usury in the collection case before judgment can waive it.
• Plead facts, not labels. In Aneela, defenses supported by facts survived Itria’s summary judgment motion, while one-line conclusions were dismissed.
• Don’t divert receivables. Moving money away from the debited account creates new problems, including personal liability that can survive bankruptcy.

A full guide for Biz2Credit customers covers product-type differences, how Itria lawsuits unfold in New York, the FTC settlement and what it does and doesn’t change, state-specific rules, and a checklist for the first 72 hours after being served:

https://crediblelaw.com/biz2credit-mca-lawsuit-defense/

CredibleLaw is a national legal resource and referral network that connects business owners with independent, licensed attorneys who handle merchant cash advance litigation. Business owners facing a Biz2Credit or Itria Ventures lawsuit can request a free case review at https://crediblelaw.com/free-case-review/ or call (888) 201-0441.

This article is for general information only and is not legal advice. CredibleLaw is not a law firm and is not affiliated with Biz2Credit Inc. or Itria Ventures LLC. Contract terms vary; court decisions are summarized for educational purposes, and some were preliminary rulings, not final determinations