818 F. Supp. 2d 763
S.D.N.Y.2011Background
- Nov. 6, 2003 Artist Contract granted Ace Art Gallery exclusive international representation of Feingold's work.
- May 6, 2005 execution of another similar contract; price list later established in 2005.
- Feb. 23, 2006 contract addendum; Feb. 1, 2007 contract addendum; these agreements set proceeds, expenses, and monthly advances ($7,500 then $5,000).
- May 27, 2009 Feingold informed defendants of breach and demanded return of artwork; artwork not returned and accounting disputed.
- Contract Paragraph 13 provided a 90-day post-cancellation period to sell or acquire works to satisfy debt, after which unsold works would be returned; if artist could not reimburse, gallery could hold for another 90 days.
- Plaintiff filed suit Nov. 9, 2010 for breach of contract and related claims; defendants asserted counterclaims for breach of contract, account stated, and unjust enrichment; court later allowed belated Rule 56.1 facts and ruled on summary judgment and pleadings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether defendants breached contract by retaining Feingold's artwork beyond 90 days | Feingold argues contract required sale/acquisition within 90 days and return of art if debt remained. | Defendants contend price list at time of cancellation matters; may justify withholding. | Yes; Feingold entitled to return of unsold artworks; defendants breached by holding beyond 90 days. |
| Whether account stated claim is viable | Contract remedy exists; no independent account stated claim should survive. | Defendants rely on statement of account to claim owed amount. | Dismissed; contract remedy precluded account stated claim. |
| Whether unjust enrichment claim survives given contract exists | Contracts do not bar all recovery; unjust enrichment should be considered. | Existence of valid contract bars unjust enrichment. | Dismissed; valid contract precludes unjust enrichment claim. |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (summary judgment standard: no genuine issue of material fact when movant entitled to judgment as matter of law)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (U.S. 1986) (summary judgment standard: genuine dispute requires trial; the nonmovant must show evidence creating triable issues)
- Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (pleading standard: allegations must be plausible to survive motion to dismiss)
- LeBoeuf, Lamb, Greene & MacRae, L.L.P. v. Worsham, 185 F.3d 61 (2d Cir. 1999) (account stated requires agreement by receiver to a stated account or implied agreement by nondispute within reasonable time)
- Kramer, Levin, Nessen, Kamin & Frankel v. Aronoff, 638 F. Supp. 714 (S.D.N.Y. 1986) (to prevail on account stated, must object to the statement; otherwise implied agreement)
- Goldman v. Metro. Life Ins. Co., 5 N.Y.3d 561 (N.Y. 2005) (unjust enrichment barred where valid contract exists)
- Harris v. Seward Park Hous. Corp., 79 A.D.3d 425, 913 N.Y.S.2d 161 (1st Dep't 2010) (contract remedies to obtain relief; context in summary judgment)
- Golden Pac. Bancorp v. FDIC, 273 F.3d 509 (2d Cir. 2001) (unjust enrichment cannot lie where contract governs)