Rojas-Buscaglia v. Taburno-Vasarhelyi
113 F. Supp. 3d 534
D.P.R.2015Background
- Parties include Vasarely, Rojas, Inart, and Inart Services; dispute over the 2010 Artwork Agreement and related counterclaims.
- Magistrate Judge’s Report and Recommendation recommended partial grant/denial of summary judgment on multiple counts (breach, tortious interference, certificates, defamation, employment, counterclaims).
- Court adopts in part, modifies in part, and rejects in part the R&R after independent review.
- Key factual disputes concern (i) the meaning of “sale price” vs. “base price” for commissions; (ii) notice/return of artworks upon termination; (iii) alleged tortious interference with Campolieto and Leyba sales; (iv) certificates of authenticity and related damages; (v) counterclaims for Chicago studio and condo transactions.
- Damages and certain monetary orders depend on unresolved factual disputes and will be determined at trial or on further briefing.
- Partial judgments address specific items (e.g., diamond ring value, certain payments, and various counterclaims) as set forth in the court’s conclusion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Interpretation of 'sale price' in clause 7 | Rojas/Inart argue 'sale price' means the price ultimately paid by clients; Leyba sale evidence supports current payments. | Vasarely argues 'sale price' should reflect the price paid to Leyba or other interpretations. | Ambiguity exists; extrinsic evidence needed; SJ denied for 80% of the sale price calculation. |
| Notice/return of artwork upon termination | Rojas contends termination was not properly effectuated; no clear notice. | Vasarely asserts termination occurred and damages accrue under clause 12. | Genuine dispute; SJ denied on return of artwork matters. |
| Tortious interference with Campolieto and Leyba sales | Plaintiffs claim Vasarely interfered with contracts. | Vasarely contends no actionable interference. | Court grants summary judgment on tortious interference claims; claims dismissed. |
| Certificates of authenticity and damages | Plaintiffs seek six certificates and damages for delay. | Vasarely argues no ongoing obligation for some certificates if not fully paid. | Injunctive relief moot; damages for delay preserved; other relief denied. |
| Breach of employment agreement | No contract existed; cannot breach. | Court grants summary judgment for Vasarely; claim dismissed. |
Key Cases Cited
- Torres Vargas v. Santiago Cummings, 149 F.3d 29 (1st Cir. 1998) (ambiguous contract terms may require extrinsic evidence)
- Adria Int’l Grp., Inc. v. Ferre Dev., Inc., 241 F.3d 103 (1st Cir. 2001) (contract terms interpreted with surrounding provisions)
- Wells Real Estate Inv. Trust II, Inc. v. Chardon/Hato Rey P’ship, S.E., 615 F.3d 45 (1st Cir. 2010) (extrinsic evidence when ambiguity exists; intent controls)
- Dopp v. HTP Corp., 947 F.2d 506 (1st Cir. 1991) (recission only for essential, reciprocal breach)
- Dopp v. Pritzker, 38 F.3d 1239 (1st Cir. 1994) (recission requires essentiality and reciprocity)
- Jasty v. Wright Med. Tech., Inc., 528 F.3d 28 (1st Cir. 2008) (notice must be clear and definite)