Phoenix Ancient Art, S.A. v. Kimbell Art Foundation

Phoenix Ancient Art, S.A., (Phoenix) (plaintiff) sold a Sumerian statuette, an ancient artifact, to the Kimbell Art Foundation (Kimbell) (defendant). The sale was the subject of extensive negotiations, and the parties exchanged at least seven versions of the sales and warranty agreement. Phoenix and Kimbell eventually executed a written agreement for the sale of the statuette. Months later, Phoenix agreed to purchase the statuette back from Kimbell. Phoenix and Kimbell executed a written agreement for the repurchase of the statuette. To guarantee payment, Phoenix granted Kimbell a security interest in a sculpture of a Roman torso. Phoenix sent the torso to Kimbell. Kimbell expressed interest in acquiring the torso from Phoenix. Kimbell sent Phoenix a proposed agreement and a bill of sale and assignment, a warranty form, and instructions. The documents were unsigned and were not completely filled out. The instructions from Kimbell indicated that the documentation had to be completed, signed, and delivered as a condition of purchase. Before the proposed agreement was finalized and executed, Kimbell decided not to proceed with the purchase of the torso. Kimbell informed Phoenix of its decision and inquired about returning the torso to Phoenix. Phoenix sent Kimbell an invoice for the torso. Kimbell confirmed it was not proceeding with the purchase of the torso. Phoenix brought an action against Kimbell for breach of contract to purchase the torso.