Gaultney-Klineman Art v. Hughes

• Decision Date: 14 May 1996
• Docket Number: GAULTNEY-KLINEMAN
• Citation: 227 A.D.2d 221,642 N.Y.S.2d 265
• Parties: , 32 UCC Rep.Serv.2d 421 ART, Plaintiff-Respondent-Appellant, v. Frederick HUGHES, as Executor of Andy Warhol, Deceased, Defendant-Appellant-Respondent.
• Court: New York Supreme Court — Appellate Division

Page 265

642 N.Y.S.2d 265

227 A.D.2d 221, 32 UCC Rep.Serv.2d 421

GAULTNEY-KLINEMAN ART, Plaintiff-Respondent-Appellant, v. Frederick HUGHES, as Executor of Andy Warhol, Deceased,

Defendant-Appellant-Respondent.

Supreme Court, Appellate Division,

First Department.

May 14, 1996.

Donald S. Zakarin, for plaintiff-respondent-appellant.

Steven M. Hayes, for defendant-appellant-respondent.

Before WALLACH, J.P., and ROSS, WILLIAMS and MAZZARELLI, JJ.

MEMORANDUM DECISION.

Order and judgment (one paper), Supreme Court, New York County (Joan Lobis, J.), entered April 27, 1995, which denied defendant's motion for summary judgment dismissing the complaint, and granted plaintiff's cross motion for summary judgment to the extent of granting judgment on the second cause of action for specific performance of an oral agreement, unanimously modified, on the law, to grant summary judgment in defendant's favor dismissing the second cause of action for specific performance of the alleged oral contract and the third cause of action for breach of the alleged oral contract, and otherwise affirmed, without costs.

The parties' 1985 contract does not unambiguously make plaintiff's right of first refusal to publish and sell any "New Images" prepared by the artist Andy Warhol in 1986 and 1987 inclusive of the 10 silkscreen images of Western American themes denominated in the agreement as "Images". With respect to its first cause of action based on paragraph 8 of the contract, plaintiff's interpretation that its right of first refusal pertained to any and all works of art created by this well known and highly successful artist for a two-year period requires a hyperliteral reading of the provision without regard for the agreement's remaining provisions, would bestow a windfall on plaintiff, and contravenes settled maxims of contractual interpretation, including that the contract be read as an integrated whole, and that "[a] party has no right to induce another to contract with him on the supposition that his words mean one thing while he hopes that a court will adopt a construction by which the same words will mean another, more to his advantage." (Conopco, Inc. v. Wathne Ltd., 190 A.D.2d 587, 588, 593 N.Y.S.2d 787, quoting Lowe v. Feldman, 11 Misc.2d 8, 11-12, 168 N.Y.S.2d 674, aff'd 6 A.D.2d 684, 174 N.Y.S.2d 949). We have considered plaintiff's other contentions on this issue, as to which defendant did not appeal, and find them to be without merit.

With respect to the...