HNW Family Office AG v. Art Assure Ltd., LLC
- Edgardo Ramos
- 1:17-cv-07464
- U.S. District Court · Southern District of New York
- 12
In HNW Family Office v. Art Assure, Judge Ramos granted summary judgment on breach of contract but denied it on replevin.
HNW Family Office AG obtained summary judgment on its breach-of-contract claim for $607,415 plus claimed accrued interest. Art Assure Ltd., LLC remains subject to that ruling, while HNW’s replevin claim was not resolved in its favor on summary judgment.
What happened
HNW Family Office AG sued Art Assure Ltd., LLC, claiming that Art Assure breached a 2013 payment agreement and failed to return artwork securing the debt. The agreement required Art Assure to pay $3,207,415 and gave HNW a security interest in a Frank Stella artwork. Art Assure paid $2,600,000 and did not make the remaining payments.
HNW asked for summary judgment, meaning a ruling without a trial because there was no real dispute about important facts. Art Assure admitted it had not made the required additional payments but argued that HNW had already been paid with funds from Angela Berney. The court found that argument unsupported by evidence. HNW also sought possession of the artwork, but the court found that HNW had not shown it had demanded the artwork’s return.
Judge Ramos granted HNW’s motion in part and denied it in part. He granted summary judgment on the breach-of-contract claim and ruled that HNW was entitled to judgment for the $607,415 outstanding, plus claimed accrued interest. He denied summary judgment on the replevin claim, and the court did not consider HNW’s newly raised alternative request to foreclose on the artwork.
The detailed version
- HNW Family Office AG v. Art Assure Ltd., LLC · No. 1:17-cv-07464
- Edgardo Ramos
- Jan. 15, 2025
Background
HNW Family Office AG sued Art Assure Ltd., LLC, for breach of contract and replevin. Replevin is a claim seeking the return of a specific item of personal property. HNW sought money damages and a writ requiring Art Assure to return Zejtun (Malta Series #8) 1983 by Frank Stella, identified in the parties’ security agreement as collateral.
In a 2013 agreement resolving an earlier dispute, Art Assure agreed to pay HNW $3,207,415 in installments. Art Assure also gave HNW a continuing security interest in specified artwork, including the Stella artwork, to secure the payments. Art Assure paid $2,500,000 in January 2013 and two additional payments totaling $100,000 in June 2013. It made no further payments. The court treated $607,415 as outstanding.
Breach-of-Contract Claim
The court applied New York law. It explained that a breach-of-contract claim requires an agreement, performance by the plaintiff, breach by the defendant, and damages. Art Assure did not dispute the agreement, HNW’s performance, or its failure to make the remaining scheduled payments.
The court held that Art Assure breached its core payment obligation and that HNW was damaged by at least $607,415. Art Assure asserted the equitable defense of unclean hands, arguing that HNW had already satisfied the debt with funds from Angela Berney. The court rejected that defense because the claim sought money damages, for which unclean hands is unavailable as a defense, and because Art Assure offered no supporting evidence. The court therefore granted HNW summary judgment on the breach-of-contract claim.
Replevin Claim
The court explained that a replevin claimant must show a superior right to possess the property and must have demanded the property’s return. The court assumed without deciding that Art Assure could assert unclean hands against the replevin claim, but found that defense unsupported by evidence as well.
The court denied summary judgment on replevin because HNW had not established, as a matter of law, that it demanded the Stella artwork from Art Assure. HNW’s allegations that Art Assure failed to deliver or turn over the artwork did not themselves demonstrate that HNW made the required demand. The court resolved that ambiguity in Art Assure’s favor.
HNW also sought foreclosure of the Stella artwork as an alternative remedy. The court held that request was not properly before it because HNW raised it for the first time in its summary-judgment briefing, after discovery had closed. The court declined to grant that relief.
Disposition
The court granted in part and denied in part HNW’s motion for summary judgment. It granted the motion as to the breach-of-contract claim and otherwise denied it. HNW was directed to submit a proposed judgment for the $607,415 due and its claimed accrued interest, and Art Assure was permitted to file objections.
Read the full 12-page opinion on CourtListener, the free public archive maintained by the Free Law Project.