Facts: Alexandre Van Damme was eager to buy a painting by theartist Gerhard Richter. Nahum Gelber was willing to sell hisRichter entitled A.B. Diffus . Van Damme hired Christophe Van DeWeghe to inspect the painting at the Toronto apartment of Gelber sson. Van De Weghe was not officially told whose apartment it was,but Gelber s son was present and Van De Weghe saw a letter on thekitchen table addressed to Gelber. Van Damme s agent signed acontract with Gelber s agent, Gasiunasen Gallery, to buy thepainting for $2.6 million. Gasiunasen signed the contractGasiunasen Gallery as Seller by Seller's Agent. Between the timethe contract was signed and Van Damme wired the purchase price toGasiunasen, a different Richter painting has sold at auction for$5.55 million. Believing he had made a bad deal, Gelber refused toaccept Van Damme s payment. Van Damme sued Gasiunasen for breach ofcontract. Gasiunasen moved to dismiss on the grounds that he was anagent for a fully disclosed principal. Issue: Was Gasiunasen liableunder the contract? Holding: Yes, Gasiunasen was liable under thecontract; his motion to dismiss was denied. According to the court,an agent of a fully disclosed principal cannot be personally liableunder a contract. Van De Weghe did not know who the seller was whenhe inspected the painting at the Toronto apartment. He inferred:the seller's identity from an envelope lying on the kitchencounter. Although this inference turned out to be correct, thedisclosure of a principal s identity cannot depend on a person'sability to make inferences. Gelber s name does not appear in thecontract. Gelber s name as the owner does appear in an email fromGasiunasen to the escrow agent, but there are no allegations thatVan Damme was privy to this email. According to the court, aprincipal whose identity has not been disclosed, although theagency relationship is known is referred to partially disclosed .The agent for a partially disclosed principal will be liable on anycontract that he makes on behalf of his principal, unless theparties to the contract expressly agree that the agent will not beliable. An agent who enters into a contract on behalf of apartially disclosed principal is jointly and severally liable withthe principal.
Question: Who signed the contract? Question: Did Van Damme knowthat Gelber owned the painting? Question: If Van Damme knew thatGelber was the owner of the painting, then why does the courtconsider Gelber a partially disclosed principal? Question: But VanDe Weghe knows that Gasiunasen is not the owner, right? Question:What is joint and several liability?
Facts: Alexandre Van Damme was eager to buy a painting by the artist Gerhard Richter. Nahum Gelber was willing to sell h
-
- Site Admin
- Posts: 899603
- Joined: Mon Aug 02, 2021 8:13 am