## Facts

- Paul and Camille Hoffmann, Florida art collectors, previously bought multiple artworks from Mary Boone’s New York gallery through oral agreements.
- In spring 1988, Boone’s gallery exhibited Brice Marden’s painting “Grey # 1.”
- The Hoffmanns claimed Boone quoted a price (about $120,000), reserved “Grey # 1” for them, and later failed to deliver despite their stated intent to purchase.
- Boone denied agreeing to sell the painting, stating that no specific terms were agreed upon and that the gallery’s usual post-agreement invoice was never issued.
- No writing signed by Boone memorialized a contract for the sale of “Grey # 1,” and discovery produced no qualifying writing.
- The Hoffmanns sued for specific performance (delivery) or damages, asserting reliance (including listing the painting in a catalog and foregoing other purchases).

## Issues

1. Whether an alleged oral agreement to sell “Grey # 1” for more than $500 is unenforceable under N.Y. U.C.C. § 2-201(1) absent a signed writing.
2. Whether promissory estoppel (or a similar equitable theory) can bar the seller from invoking § 2-201(1) based on the buyers’ claimed reliance.

## Decision

- The court treated the motion as one for summary judgment after conversion and discovery focused on whether any sufficient writing existed.
- Summary judgment was granted for Boone, and the complaint was dismissed.
- The court held the alleged agreement was unenforceable under § 2-201(1) because no signed writing indicated a contract for sale.
- The court rejected plaintiffs’ attempt to avoid the statute of frauds through promissory estoppel because the alleged reliance did not meet the narrow, exceptional standard required.

## Legal Principles

- Under N.Y. U.C.C. § 2-201(1), a contract for the sale of goods priced at $500 or more is unenforceable absent a writing indicating a contract and signed by the party to be charged.
- In New York, any equitable/promissory-estoppel-based avoidance of the U.C.C. statute of frauds is confined to exceptional cases where applying the statute would itself be unconscionable.
- Commercial reliance such as marketing preparations or foregoing alternative transactions, without severe and irreparable harm, is generally insufficient to estop a statute-of-frauds defense.
- A plaintiff cannot defeat summary judgment in a statute-of-frauds case merely by asserting reliance and speculating that the defendant might later admit an oral contract.

## Conclusion

The court enforced the U.C.C. writing requirement for a high-value artwork sale and held that the buyers’ alleged commercial reliance did not justify an equitable exception, entitling the seller to summary judgment.


Hoffmann v. Boone, 708 F. Supp. 78 (S.D.N.Y. 1989)