## Facts

- Werner E.R. Siebenmann sold David Rogath, an art dealer, a painting represented as Francis Bacon’s *Self Portrait* for $570,000, documented by a written bill of sale.
- The bill of sale included warranties concerning provenance, Siebenmann’s sole ownership/title, authenticity, and lack of known challenges to authenticity.
- Rogath resold the painting to Acquavella Contemporary Art, Inc. for $950,000.
- Acquavella later learned of an authenticity challenge and demanded rescission; Rogath refunded the $950,000 and took the painting back.
- Rogath sued Siebenmann in federal court under New York law for breach of contract, breach of warranty, and fraud, alleging misstatements and nondisclosures about provenance, title, and prior authenticity challenges.
- Siebenmann contended Rogath purchased with prior awareness that authenticity and provenance issues had been raised, which (if true) could bar or limit warranty recovery.

## Issues

1. Whether summary judgment for the buyer on breach-of-warranty claims was proper where the parties disputed what the seller disclosed and what the buyer knew about authenticity and provenance concerns.
2. Whether the buyer established causation and recoverable damages—particularly whether any breach of the warranty of title/sole ownership caused the rescinded resale and resulting loss.
3. Whether the district court properly dismissed the contract and fraud claims and denied prejudgment attachment after awarding damages on the warranty theory.

## Decision

- The Second Circuit vacated the partial summary judgment for Rogath and remanded.
- It held that material factual disputes about disclosure and buyer knowledge precluded summary judgment on the warranty claims.
- It held that the record did not clearly establish causation between any title/ownership breach and the $950,000 loss, given that the rescission appeared driven by authenticity concerns.
- It vacated rulings dependent on the warranty judgment, including the damages analysis and the sua sponte dismissal of the remaining claims, and directed reconsideration on remand.

## Legal Principles

- Under New York law, a buyer may be barred from asserting breach of warranty if the buyer proceeded with full knowledge of facts inconsistent with the warranty and did not preserve rights; what was disclosed and known is commonly a fact question.
- Summary judgment is improper where resolving warranty liability turns on disputed conversations, credibility, and competing inferences about disclosure and reliance.
- Warranty damages require proof of causation; a court must not assume that an established breach caused a later loss when the record suggests the loss may have resulted from different concerns of a third party (e.g., authenticity rather than title).
- When a damages award and related dismissals rest on a vacated liability determination, ancillary rulings (including dismissal of other claims and attachment determinations) generally require reconsideration on remand.

## Conclusion

The Second Circuit required further fact-finding in an art-sale warranty dispute because contested evidence about the seller’s disclosures and the buyer’s knowledge, as well as an insufficient showing that any particular warranty breach caused the claimed loss, made summary judgment and the resulting damages award unsustainable.


Rogath v. Siebenmann, 129 F.3d 261 (2d Cir. 1997)