## Facts

- In May 1991, Yoon Young Im, owner of Doss Inc., bought a painting at a Christie’s auction.
- Christie’s delivered the painting to Im in 1991, and Im took possession.
- In 2006, Im consigned the painting to Sotheby’s for sale.
- As part of its due diligence, Sotheby’s determined the painting had been stolen by the Nazis from art dealer Paul Rosenberg during World War II.
- Sotheby’s informed Im and retained the painting while ownership claims were addressed.
- Im notified Christie’s about Rosenberg’s claim and demanded restitution.
- Im and Doss sued Christie’s seeking rescission of the 1991 sale and return of the purchase price, alleging breach of warranty based on defective title.
- Christie’s moved to dismiss, arguing the claims were barred by New York’s four-year limitations period for breach-of-warranty actions.

## Issues

1. Whether the four-year statute of limitations under New York U.C.C. § 2-725 for breach of warranty (including warranty of title) ran from the 1991 tender of delivery or from the 2006 discovery of the title problem.
2. Whether plaintiffs could avoid the U.C.C. time bar by styling the claim as rescission and restitution of the purchase price rather than damages for breach of warranty.

## Decision

- The court granted Christie’s motion to dismiss.
- The court held the action was time-barred under New York U.C.C. § 2-725 because the warranty claim accrued at tender of delivery in 1991, not at later discovery.
- The court dismissed the complaint, including the rescission-based request for return of the purchase price.

## Legal Principles

- Under N.Y. U.C.C. § 2-725(1), an action for breach of a contract for sale must be commenced within four years after the cause of action accrues.
- Under § 2-725(2), a breach-of-warranty claim accrues when the breach occurs, and lack of knowledge does not delay accrual; for warranty claims, the breach occurs upon tender of delivery (absent a qualifying future-performance warranty).
- A later-discovered defect in title to goods sold (including artwork) does not, by itself, postpone accrual of a U.C.C. warranty claim.
- A plaintiff cannot obtain a longer limitations period by recasting a time-barred warranty claim as rescission or restitution when the relief sought is based on the same alleged breach in the sale transaction.

## Conclusion

Because the painting was delivered in 1991, the court ruled that any warranty-of-title claim against Christie’s accrued then and had to be filed within four years, even though the alleged Nazi-era theft history was not discovered until Sotheby’s diligence in 2006; the court therefore dismissed both the warranty-based claims and the attempt to unwind the sale through rescission and recovery of the purchase price as untimely under New York U.C.C. § 2-725.


Doss v. Christie's, 2009 U.S. Dist. LEXIS 88882 (2009)