Voitier v. Antique Art Gallery
1988 WL 30820, 524 So. 2d 80, 1988 La. App. LEXIS 683 (1988)
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Rule of Law:
A contract for sale may be rescinded for unilateral error when the error pertains to the principal cause for making the contract, such as the authenticity of a work of art, and the seller's agent knew or should have known of this principal cause.
Facts:
- Fred Rotondaro purchased a painting believed to be an original by George Inness from David Harrison, who operated the Antique Art Gallery.
- After having the painting authenticated to his satisfaction, Rotondaro consigned it back to Harrison for resale.
- Harrison arranged for Morton's Auction Exchange, Inc. to sell the painting at an auction in New Orleans, an arrangement of which Rotondaro was aware.
- M. Robert Voitier, Sr., a collector of George Inness's work, saw the painting advertised as an original Inness in the Morton's auction catalogue.
- Before bidding, Voitier received assurances from Morton's that the painting was authentic and would be accompanied by a letter of authenticity.
- On June 26, 1982, Voitier successfully bid $17,500 for the painting via telephone.
- After receiving the painting, Voitier was not satisfied with the letter of authenticity provided and hired an expert, Nicolai Cikovsky.
- Cikovsky rendered a written opinion stating that the painting was not a genuine George Inness original.
Procedural Posture:
- M. Robert Voitier, Sr. filed suit in a Louisiana trial court against Fred Rotondaro (owner), David Harrison (agent), and Morton Goldberg (auctioneer) for rescission of a contract of sale.
- Morton's Auction Exchange, Inc. and Antique Art Gallery, Inc. were later added as defendants.
- The non-resident defendants, Rotondaro and Harrison, filed exceptions to the court's jurisdiction, which the trial court overruled.
- After a trial on the merits, the court entered judgment in favor of Voitier against Rotondaro and Harrison, in solido, for $23,610.93.
- The trial court dismissed the claims against Goldberg and noted Morton's Auction Exchange, Inc. was in bankruptcy.
- Defendants Harrison and Rotondaro (appellants) appealed the trial court's judgment to the Court of Appeal of Louisiana, Third Circuit.
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Issue:
Does a buyer's mistaken belief that a painting is an original work by a specific artist constitute a sufficient error of fact to justify rescission of the sale contract, where the seller's agent was aware that the painting's authenticity was the buyer's principal motivation for the purchase?
Opinions:
Majority - Guidry, J.
Yes, a contract may be invalidated for a unilateral error as to a fact which was the principal cause for making the contract, where the other party knew or should have known it was the principal cause. The court found that Voitier's principal motive was to acquire a George Inness original, a fact of which the seller's agent, Morton's, was fully aware. Morton's advertised the painting as an original and gave Voitier direct assurances of its authenticity, making the error as to this substantial quality sufficient grounds for rescission. The court also held that the boilerplate 'as is' disclaimer in the auction catalogue was ineffective because it was not included in the bill of sale, was not brought to Voitier's attention, and was directly contradicted by the agent's specific assurances. While the principal, Rotondaro, is liable for the acts of his agent, the court found no privity of contract between the intermediate agent, Harrison, and the buyer, Voitier, thus absolving Harrison of personal liability.
Analysis:
This decision reinforces the principle in Louisiana civil law that a contract can be invalidated due to a unilateral error concerning the principal cause of the agreement, particularly in sales of unique goods like art where authenticity is paramount. It establishes that a general 'as is' disclaimer in peripheral material like a catalogue may be insufficient to shield a seller from liability, especially when contradicted by specific verbal assurances from the seller's agent. The ruling clarifies the scope of agent liability, holding that an intermediate agent who lacks direct contractual privity with the buyer is not personally liable, while the principal remains responsible for the transaction. This case serves as a key precedent for disputes over the authenticity of goods and the effectiveness of warranty disclaimers.
