Marvin Inc. v. Albstein

Marvin Inc. (plaintiff) was an entity interested in purchasing an important painting by a well-known artist (to protect the artwork’s value, the name of the artist and the title of the piece were kept confidential during proceedings). Marvin’s president, Pascal de Sarthe, became aware that Iris W. Albstein (Albstein) represented the painting’s owner, Andrew Albstein (defendant), and contacted Albstein to negotiate for its purchase. During negotiations, the parties exchanged multiple drafts of a proposed contract but never agreed to a final written version. According to de Sarthe, he inspected the painting on or about January 20, 2004, at which time Albstein agreed to sell Marvin the painting for $250,000. According to de Sarthe, he then tried to complete payment, but Albstein refused to supply instructions for wiring the money. On February 19, 2004, Albstein told Marvin’s attorney that the price had risen to $300,000. De Sarthe then made several calls to Albstein, which were recorded. In the call transcripts, Albstein recognized that the parties had discussed a price of $250,000 but stated that nothing was final until it was in writing. On February 20, 2004, Albstein told de Sarthe that she would not sell Marvin the painting. Marvin sued, seeking delivery of the painting and damages. Albstein submitted an affidavit stating that she had never agreed to sell the painting and filed for summary judgment, asserting that the statute of frauds rendered the verbal agreement unenforceable. In response, Marvin argued that the judicial-admissions exception to the statute of frauds, codified in § 2-201(3) of the Uniform Commercial Code (UCC), applied.