## Facts

- Henry L. Wolff, a professional portrait painter with a studio in New York City, was hired by Carl A. Smith (an Illinois businessman) and Smith’s brothers to paint a portrait of their deceased father for company offices.
- Wolff provided written terms for the first portrait stating it would be painted “entirely on my own responsibility,” with “no obligation” on the purchasers, and that the price would be paid only if the work was “to the entire satisfaction of all concerned.”
- Wolff completed the first portrait; Smith and his brothers accepted it and paid.
- After delivery of the first portrait, Smith discussed ordering a second portrait to hang in his home.
- In a later meeting (including a lunch conference in Rockford), Wolff quoted $400 for the second portrait and $60 for the frame; the parties disputed whether the second portrait was to be done under the same “own responsibility/no obligation” and “entire satisfaction” terms as the first.
- The day after the meeting, Wolff sent Smith a confirming letter written while traveling, stating in substance that the second portrait would be done on Wolff’s own initiative and that payment would depend on Smith’s “entire satisfaction,” mirroring the earlier arrangement.
- Wolff painted the second portrait and delivered it to Smith.
- Smith had the portrait hung in his home during the Christmas holidays; the evidence conflicted as to whether this was an acceptance of the work or a temporary display while Smith decided whether he was satisfied.
- Smith later stated he was dissatisfied with the second portrait and refused to pay the $460 price.
- Wolff sued Smith in the Winnebago County Court for the contract price; a jury returned a verdict for Wolff, and judgment was entered on that verdict.
- Smith appealed, arguing that the contract made payment contingent on his personal satisfaction and that he could reject the portrait if honestly dissatisfied.

## Issues

1. When an artist agrees to paint a portrait on his own responsibility and payable only if the purchaser is “entirely satisfied,” is the purchaser the sole judge of satisfaction (subject to good faith), even if the dissatisfaction seems unreasonable?
2. Where the purchaser displayed the portrait in his home for a period of time but claims he reserved judgment, is acceptance established as a matter of law, or is acceptance a question for the jury?

## Decision

- The appellate court reversed the judgment for Wolff and remanded for a new trial.
- Under a portrait contract conditioned on the purchaser’s “entire satisfaction,” the purchaser’s honest, subjective dissatisfaction controls; the purchaser may reject even if others would consider the dissatisfaction unreasonable.
- The trial court committed reversible error by not instructing the jury that, if the satisfaction condition applied, Smith was the sole judge of whether the portrait satisfied him (limited by a requirement of honest dissatisfaction).
- Because the evidence conflicted on whether Smith accepted the portrait or merely displayed it temporarily while deciding whether he was satisfied, acceptance was for the jury to decide on remand under correct instructions.

## Legal Principles

- In contracts involving art or other matters of taste and personal judgment, a clause requiring the purchaser’s satisfaction is generally measured by a subjective standard: the purchaser’s genuine dissatisfaction defeats recovery.
- When the agreement also states the work is undertaken on the artist’s own responsibility and imposes no duty on the purchaser unless satisfied, the purchaser is treated as the exclusive judge of satisfaction, so long as the decision is made in good faith.
- A jury may not substitute an objective “reasonable person” test for the purchaser’s personal satisfaction where the contract makes payment dependent on subjective satisfaction in a matter of taste.
- A party may still become liable by accepting the work; however, where conduct (such as displaying the portrait) is consistent with either acceptance or temporary retention while deciding, acceptance presents a fact question for the jury.
- Failure to give jury instructions that correctly state the governing satisfaction standard is reversible error when that standard is central to the dispute.

## Conclusion

The Illinois Appellate Court held that a portrait commission payable only upon the buyer’s “entire satisfaction,” and undertaken on the artist’s own responsibility with no obligation on the buyer absent satisfaction, permits the buyer to reject the portrait based on honest personal dissatisfaction even if that dissatisfaction seems unreasonable; because the jury was not properly instructed on this subjective standard and because acceptance remained disputed on the facts, the judgment for the artist was reversed and the cause remanded for a new trial.


Wolff v. Smith, 25 N.E.2d 399 (1940)