## Facts

- Christie’s conducted a May 13, 2009 post-war and contemporary art evening sale in New York, offering a Sam Francis painting titled *Grey*.
- Plaintiff Gregory Callimanopulos participated as a telephone bidder through a Christie’s specialist who relayed bids to the auctioneer, Christopher Burge.
- Eli Broad intended to bid and used a representative seated near the auctioneer; Christie’s assigned employees to watch for her bids.
- Callimanopulos bid $3 million.
- As the auctioneer was dropping the hammer, Broad’s representative raised her paddle to bid.
- The auctioneer initially struck the hammer and declared the work “sold” at $3 million, but staff immediately advised that a timely bid had been made as the hammer fell.
- The auctioneer reopened the bidding, accepted Broad’s bid, continued the auction, and Broad became the highest bidder.
- Callimanopulos sued for declaratory and specific performance relief, claiming a binding contract formed at the initial hammer fall and seeking to prevent transfer to Broad.
- After a temporary restraining order preserved recordings and paused transfer, Callimanopulos moved for a preliminary injunction to block transfer pending final judgment.

## Issues

1. Whether a binding auction contract formed when the auctioneer initially struck the hammer and announced the lot sold to the telephone bidder.
2. Whether, under U.C.C. § 2-328 and auction custom, the auctioneer had discretion to recognize a bid made while the hammer was falling and reopen bidding after an initial “sold” announcement.
3. Whether the plaintiff satisfied the requirements for a preliminary injunction, including irreparable harm and likelihood of success (or serious questions plus a hardship balance in his favor).

## Decision

- The court denied the motion for a preliminary injunction.
- The court concluded the plaintiff failed to show a likelihood of success on the merits because no binding contract formed at the initial hammer fall under the circumstances.
- The court found the auctioneer permissibly reopened bidding after learning a timely bid was made as the hammer was falling.
- The court also indicated the claimed injury was not clearly irreparable and that an injunction would impose substantial hardship by restraining transfer to the recognized winning bidder.

## Legal Principles

- Under U.C.C. § 2-328, an auction sale is generally complete upon the fall of the hammer or other customary announcement, but auction practice may allow recognition of bids made while the hammer is falling.
- An auctioneer may rely on spotters and exercise reasonable discretion consistent with trade custom to reopen bidding when promptly informed of a timely but initially unseen bid.
- A disappointed bidder seeking injunctive relief must show a strong probability of prevailing on contract formation; an initial “sold” declaration is not dispositive if the auctioneer lawfully treats bidding as still open due to a hammer-fall bid.
- Preliminary injunction relief requires a showing of irreparable harm and either likelihood of success on the merits or serious questions going to the merits with a hardship balance tipping decidedly toward the movant.

## Conclusion

The court refused to enjoin transfer of *Grey* because the auctioneer, consistent with U.C.C. § 2-328 and auction custom, could recognize a bid made as the hammer fell and reopen bidding, defeating the plaintiff’s claim that a contract had already formed at the initial “sold” announcement.


Callimanopulos v. Christie’s Inc., 621 F. Supp. 2d 127 (S.D.N.Y. 2009)