## Facts

- Marvin Inc., an art dealer, negotiated to buy a valuable painting owned by Andrew W. Albstein, through his representative, Iris W. Albstein.
- The parties exchanged drafts of a written purchase contract and negotiated provisions including title warranty, indemnification, and confidentiality.
- The parties agreed there was no final written contract for the sale of the painting.
- Marvin alleged that after an inspection, Iris orally agreed around Jan. 20, 2004 to sell the painting for $250,000, and Marvin arranged a higher-priced resale to a client.
- Iris allegedly delayed providing payment instructions and later stated the price was $300,000, not $250,000.
- Recorded calls reflected Iris acknowledging discussion of $250,000 but asserting that nothing was final until reduced to writing.
- On Feb. 20, 2004, Iris stated the painting would not be sold to Marvin.
- Marvin sued seeking specific performance (delivery of the painting) and damages for breach of the alleged oral agreement.

## Issues

1. Whether an alleged oral agreement to sell a painting for $250,000 was enforceable under UCC § 2-201 absent a signed writing.
2. Whether UCC § 2-201(3)’s judicial-admissions exception applied based on statements in an affidavit and other litigation materials.

## Decision

- The court treated the motion to dismiss as a limited Rule 56 motion for summary judgment on the contract and specific-performance claims because materials outside the pleadings were submitted.
- The court held the alleged oral contract was barred by UCC § 2-201’s Statute of Frauds and no exception applied.
- The court held the asserted statements did not constitute an unequivocal admission that a contract for sale was made, so the UCC § 2-201(3) judicial-admissions exception did not apply.
- Summary judgment was granted for the defendant on the contract-based claims, and the action was dismissed.

## Legal Principles

- A contract for the sale of goods priced at $500 or more is not enforceable unless there is a writing indicating a contract was made and signed by the party against whom enforcement is sought (UCC § 2-201(1)).
- Paintings are “goods” for purposes of UCC Article 2; high-value art sales are subject to UCC § 2-201.
- Under UCC § 2-201(3), the judicial-admissions exception applies only when the party against whom enforcement is sought admits in court that a contract for sale was made.
- Statements acknowledging negotiations or a discussed price, coupled with a denial that a binding agreement was reached (e.g., “nothing is final until in writing”), are insufficient to qualify as a judicial admission of contract formation.

## Conclusion

Because there was no signed writing evidencing a final agreement and no unequivocal in-court admission that a sales contract was made, UCC § 2-201 barred enforcement of the alleged oral agreement, defeating both breach-of-contract and specific-performance claims and requiring dismissal.


Marvin Inc. v. Albstein, 386 F. Supp. 2d 247 (S.D.N.Y. 2005)