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Weil v. Murray

Citation. Weil v. Murray, 161 F. Supp. 2d 250, 44 U.C.C. Rep. Serv. 2d (Callaghan) 482 (S.D.N.Y. Apr. 4, 2001)
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Brief Fact Summary.

Robert S. Weil and Jean K. Weil, (Plaintiffs) brought suit against Mark Murray, Ian Peck, and John or Jane Doe, (Defendants), for breach of contract, specific performance, and injury to property arising from Defendants alleged agreement to purchase a painting by Edgar Degas titled, “Aux Courses.” Plaintiffs successfully moved for summary judgment and Mark Murray appeals.

Synopsis of Rule of Law.

In order for a seller to establish a cause of action for the purchase price together with incidentals, s/he must establish that the buyer agreed to buy the goods, accepted them, and failed to pay the purchase price.


Mark Murray and an associate traveled to Plaintiffs’ residence and viewed several paintings. Mark Murray viewed and examined a painting titled “Aux Courses” under ultraviolet light. Mark Murray claims to have discussed this painting with Ian Peck. Mark Murray showed this painting to Ian Peck pursuant to a consignment agreement with Plaintiffs. Mark Murray claims that he agreed with Ian Peck that Ian Peck would purchase the painting for $1,225,000 with Mark Murray acting as a broker. Mark Murray then executed a sales agreement with Plaintiffs for the painting in the amount of $1,000,000. Then an art conservator was employed to correct alleged deterioration of the painting. Ian Peck paid for the work. No one paid Plaintiffs. Eventually the painting was returned to Plaintiffs.


Whether the contract for the sale of the painting was ambiguous.

Whether Mark Murray accepted the painting.


No. The language of a contract is not made ambiguous simply because the parties urge different interpretations.

Yes. Mark Murray accepted the painting because he had a reasonable opportunity to inspect and did in fact inspect the painting and his subsequent actions were inconsistent with Plaintiffs ownership.


Mark Murray first alleges that summary judgment is improper because the contract is ambiguous. Mark Murray cites the contract’s references to the “eventual buyer,” the “ultimate buyer,” and the “undisclosed principal” as evidence of ambiguity. Mark Murray claims that this language makes him merely an intermediary whose only contractual obligation is to reveal the identity of the undisclosed principal. However, to adopt this interpretation would render meaningless the language in the contract that defines Mark Murray as the buyer. Further, it would strain the contract language beyond its reasonable and ordinary meaning. Mark Murray is the buyer.

Plaintiffs have also established that Mark Murray accepted the painting. Goods are accepted when a reasonable opportunity for inspecting them has passed. Murray inspected the painting at the Plaintiffs’ home. He had additional opportunity to examine the painting at his gallery. There is no evidence that he found the painting unsatisfactory or non-conforming. Further, Mark Murray permitted the painting to be cleaned and restored. His participation in the alteration of the painting is inconsistent with Plaintiffs’ ownership. Lastly, the return of the painting to Plaintiffs and their current possession of the painting does not preclude a finding that Plaintiffs are entitled to the contract price.

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