Shane Campbell Gallery, Inc. v. Frieze Events, Inc.

Background

Shane Campbell Gallery, Inc. brought a breach-of-contract claim against Frieze Events, Inc. The gallery alleged that Frieze violated a contractual obligation to use “commercially reasonable efforts” to provide air conditioning inside tents at the 2018 Frieze Art Fair on Randall’s Island, New York.

Frieze moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which permits dismissal when a complaint does not allege enough facts to state a legally plausible claim. The court previously granted Frieze’s motion on the ground that the gallery had not plausibly alleged commercially unreasonable conduct, but allowed the gallery to amend its complaint. The gallery filed a second amended complaint, and Frieze renewed its motion.

Court’s analysis

The court explained that, under New York law, a claim based on a “commercially reasonable efforts” provision must identify an objective standard for judging the defendant’s efforts and must state specific ways the defendant’s conduct failed to meet that standard. The court found that the second amended complaint did neither.

The gallery alleged that Frieze violated a New York City Building Code provision requiring certain air-conditioned indoor spaces to be maintained at 78 degrees Fahrenheit under specified outdoor conditions. The court concluded that this provision applied to permanent buildings, not temporary structures such as tents. The court also noted that the complaint alleged outdoor temperatures higher than those covered by the provision.

The gallery separately referred to standards established by the American Society of Heating, Refrigerating, and Air-Conditioning Engineers and to other standards of good engineering practice. The court found that the complaint did not identify a particular standard or explain its contents, and therefore did not plausibly allege a violation of those standards.

The court further held that the complaint did not specifically describe how Frieze’s conduct fell short. It characterized most of the remaining allegations as a generic list of possible air-conditioning failures, stated in the alternative and without specific supporting details. Even accepting the factual allegations as true, the court concluded that the complaint did not state a plausible claim for relief.

Disposition

The court granted Frieze’s second motion to dismiss under Rule 12(b)(6). Because the gallery had already been given an opportunity to amend and the court determined that another amendment would be fruitless, it dismissed the complaint with prejudice. The Clerk was directed to close the case and enter final judgment in favor of Frieze.