An experimental printmaking studio can move ahead with part of its lawsuit against a prominent Manhattan abstract painter based on a dispute arising from a collaboration of new artwork, a Manhattan State Supreme Court judge has ruled.
In her decision dated Jan. 2 in Brand X Editions v. Christopher Wool, 652133/2013, Commercial Division Justice Shirley Kornreich held that New York Uniform Commercial Code’s statute of frauds does not prelude the studio from pursuing a breach of contract claim against the artist, since the arrangement involved no sale.
The case involves an agreement implied-in-fact between Brand X Editions and Christopher Wool, a painter based on the Lower East Side known for his abstract and stenciled creations. Both parties had agreed to jointly produce 60 distinct prints featuring the manipulation of imagery using silkscreen and monoprint techniques.
Under the agreement, Brand X was to receive one-third of the finished pieces in exchange for covering the full production costs. In its June 2013 complaint, the studio alleged that Wool proposed changing the terms of the contract in September 2012 after realizing that the work could hold significantly more value than he originally anticipated.
When the studio refused to change the terms of the agreement, Brand X alleged that Wool refused to sign 34 completed works and finish 22 partially completed works, depriving Brand X of the compensation it says it’s justly owed.
“It was a simple barter,” the complaint, filed by Pohl LLP, stated. “And it was designed specifically to accommodate Mr. Wool.”
Wool is represented by partner Roger Netzer of Willkie Farr & Gallagher, who did not respond to a request for comment Monday.
According to Brand X’s attorney, David Pohl, the estimated value of the works surpasses $18 million. Pohl told CLI that the studio had collaborated with Wool in the past “with excellent results.”
“Brand X is perhaps the only studio in the world with its unique capabilities and has worked with many of the most important contemporary artists,” he said.
Wool moved to dismiss the complaint, which alleged breach of contract and promissory estoppel, among other claims. Wool argued that under New York’s UCC statute of frauds, the contract is unenforceable because it was not cemented in a written agreement. Brand X countered that the UCC does not apply because the transaction involved services, not goods.
Kornreich agreed, finding there was no sale since “title to the works never transferred between the parties.” “Instead, title inures to the parties upon the creation of the works in accordance with their agreement,” the judge wrote.
According to the complaint, a representative at the Luhring Augustine Gallery, which features many of Wool’s works, characterized some of the finished artwork upon seeing it as “beautiful” and that it “looks like candy.” The complaint alleges this prompted Wool to propose changing the terms of the agreement, so that in exchange for assuming part of the production costs, he would instead turn over the rights to one-fourth, instead of a third, of the artwork to Brand X.
The production costs are estimated to be $50,000.
Kornreich further held in her decision that even were the UCC applicable, the breach of contract claim cannot be dismissed under the UCC’s “merchant’s exception,” as Wool failed to object to a Jan. 10, 2012 email from the studio setting forth of the terms of the agreement.
“It was only after Wool realized that the value of the artwork would be more than anticipated that he sought to revise the terms of the deal,” the judge said. “Tellingly, the terms of defendants’ offers to change the deal evidence their original understanding of the contract.”
The judge also failed to dismiss the breach of contract claim under the UCC’s partial performance exception, since “Brand X can enforce the parties’ oral agreement for the completed works.”
The judge ordered the parties to appear for a preliminary conference on Jan. 28.