## Facts

- A surgeon and art collector sought to buy Salvador Dalí’s *Grand Opera* through a New York art consultant affiliated with a gallery.
- The consultant told the buyer the painting was subject to an owner-imposed deadline for sale, later extended at the consultant’s request.
- The buyer viewed the painting, negotiated price, and insisted on receiving the painting’s original certificate of authenticity before committing.
- On January 26, 1988, the consultant wrote a memorandum on his letterhead stating the essential terms, including a $210,000 price, but it did not set payment or delivery dates and did not mention the certificate.
- The buyer obtained expert confirmation of authenticity but continued to withhold payment while demanding the original certificate and seeking additional opinions.
- After the buyer did not tender a deposit or certified payment within the extended period, the consultant sold the painting to a third party on March 25, 1988.
- The buyer later purchased the painting at a Sotheby’s auction for $330,000 and sued for breach of contract.
- The buyer also sought leave to amend to add the alleged owner for breach of contract and the third-party purchaser for tortious interference.

## Issues

1. Whether the January 26, 1988 memorandum and surrounding circumstances formed an enforceable contract for sale of the painting.
2. If a contract existed, whether the buyer’s failure to tender payment within a reasonable time constituted a material breach excusing the seller’s performance.
3. Whether leave to amend should be granted to add additional defendants for breach of contract and tortious interference.

## Decision

- Summary judgment was granted to the consultant on the breach-of-contract claim.
- The court concluded either that no enforceable contract was formed based on objective intent and the parties’ conduct, or, alternatively, that the buyer materially breached by not paying within a reasonable time given known deadlines and extensions.
- The motion to amend the complaint was denied as futile in light of the dispositive ruling on the underlying contract theory.

## Legal Principles

- An agreement may be enforceable where subject matter and price are set, even if payment and delivery dates are omitted, if the law can supply missing terms such as performance within a reasonable time.
- Contract formation turns on objective manifestations of intent; a party’s insistence on additional assurances may indicate no intent to be bound absent those conditions.
- When no time for performance is stated, performance is required within a reasonable time, determined by the circumstances, including known third-party deadlines.
- A buyer’s unjustified failure to tender payment within a reasonable time can be a material breach discharging the seller’s duty and permitting sale to another purchaser.
- Leave to amend under Rule 15 may be denied where amendment would be futile because the proposed claims depend on a contract theory that fails as a matter of law.

## Conclusion

The court entered judgment for the seller because the record did not support an enforceable sale contract on the buyer’s terms, and, even if a contract existed, the buyer’s payment delay—despite awareness of deadlines and extensions—was a material breach that relieved the seller of any duty to sell the painting to the buyer; related efforts to add new defendants were rejected as futile.


Jafari v. Wally Findlay Galleries, 741 F. Supp. 64 (S.D.N.Y. 1990)