## Facts

- Robert S. Weil and Jean K. Weil, art collectors residing in Alabama, owned an Edgar Degas painting titled “Aux Courses.”
- Mark Murray and Ian Peck were New York art dealers with separate galleries at the same Madison Avenue address.
- Murray visited the Weils’ home, examined the Degas (including under ultraviolet light), and later arranged for the painting to be brought to New York.
- The Degas was consigned to Murray for sale, including efforts to offer it to Peck.
- Murray executed a written sales agreement with the Weils for the Degas at a $1,000,000 purchase price; the agreement described Murray as “buyer” but also referenced an “ultimate” or “eventual” buyer and an “undisclosed principal.”
- Conservation work was arranged after the painting reached New York; Peck paid for that work.
- No defendant paid the Weils the contract price, and the painting was ultimately returned to the Weils.
- The Weils sued for breach of contract, specific performance, injury to property, and (as to Murray) breach of warranty; the parties filed cross-motions for summary judgment.
- The court noted defective diversity allegations (residence pleaded instead of citizenship) and made its merits rulings contingent on amendment to cure subject-matter jurisdiction.

## Issues

1. Whether the written sales agreement was ambiguous as to whether Murray was the buyer or merely an intermediary for an undisclosed principal.
2. Whether the Weils could recover the contract price from Murray under UCC § 2-709 by showing an agreement to buy, acceptance, and nonpayment.
3. Whether Murray “accepted” the Degas under UCC Article 2 based on inspection opportunity and conduct inconsistent with the sellers’ ownership.
4. Whether Peck was entitled to summary judgment on the ground that he had no direct contractual obligation to the Weils.

## Decision

- The court granted the Weils’ motion for summary judgment against Murray on their UCC “action for the price,” contingent on curing the jurisdictional pleading defect.
- The court held the sales agreement unambiguously identified Murray as the buyer; language referring to an undisclosed principal did not negate the clause defining Murray as buyer.
- The court found Murray accepted the painting as a matter of law because he had a reasonable opportunity to inspect, did inspect, and exercised control inconsistent with the Weils’ continued ownership.
- The court denied Peck’s motion for summary judgment because disputed facts remained regarding Peck’s role and potential liability (including agency/undisclosed-principal theories).

## Legal Principles

- Contract language is not ambiguous merely because parties propose competing interpretations; ambiguity requires reasonable susceptibility to more than one meaning.
- A court will not adopt a contract interpretation that nullifies explicit terms designating a party’s role (e.g., a clause defining a party as “buyer”).
- Under UCC § 2-709, a seller may recover the price by proving the buyer agreed to buy, accepted the goods, and failed to pay.
- UCC acceptance may be shown by a reasonable opportunity to inspect plus conduct inconsistent with the seller’s ownership.
- Summary judgment is improper where material facts remain disputed as to a third party’s participation or potential liability in the transaction.

## Conclusion

The court treated Murray as the contract buyer and, because he accepted the Degas yet did not pay, granted the sellers summary judgment for the price under the UCC, while denying summary judgment to Peck due to unresolved factual disputes about his connection to the attempted purchase; the rulings were conditioned on correcting the diversity-jurisdiction allegations.


Weil v. Murray, 161 F. Supp. 2d 250 (S.D.N.Y. 2001)