William J. Jenack Estate Appraisers and Auctioneers, Inc. v. Rabizadeh, 22 N.Y.3d 470 (2013)
In auction sales, the statute of frauds may be satisfied by piecing together related writings, such as an absentee bidder form and a clerking sheet, even if the clerking sheet alone does not fully comply with the statute, and the auctioneer’s name on the clerking sheet can serve as the “person on whose account the sale was made.”
Summary
Jenack, an auction house, sued Rabizadeh for failing to pay for an item he won at auction. Rabizadeh argued the absence of a written contract satisfying the statute of frauds. Jenack contended the absentee bidder form Rabizadeh signed and the clerking sheet documenting the sale together met the statutory requirement. The Court of Appeals held that the combination of the absentee bidder form (containing Rabizadeh’s signature and details) and the clerking sheet (listing Jenack as the auctioneer and agent of the seller) satisfied the statute of frauds. Thus, Rabizadeh was liable for breach of contract.
Facts
Jenack sells art and antiques at public auctions, including online and absentee bidding. Rabizadeh submitted a signed absentee bidder form with his name, contact information, credit card details, and a list of items he wanted to bid on, including “Item 193,” described in the catalogue. Jenack assigned Rabizadeh bidder number 305. At the auction, Rabizadeh successfully bid $400,000 on Item 193. Jenack’s chief clerk recorded Rabizadeh’s bidder number and winning bid on the clerking sheet. Jenack sent Rabizadeh an invoice, but Rabizadeh refused to pay.
Procedural History
Jenack sued Rabizadeh for breach of contract. Rabizadeh moved for summary judgment, arguing the statute of frauds was not satisfied. Jenack cross-moved, claiming the documents met the requirements. Supreme Court denied Rabizadeh’s motion and granted Jenack’s, finding Rabizadeh liable. The Appellate Division reversed, concluding the clerking sheet lacked the seller’s name as required by the statute. The Court of Appeals granted Jenack leave to appeal.
Issue(s)
Whether the combination of an absentee bidder form signed by the buyer and an auction clerking sheet can satisfy the statute of frauds requirement of a written memorandum for auction sales under General Obligations Law § 5-701(a)(6), specifically regarding the identification of the buyer and the person on whose account the sale was made.
Holding
Yes, because the absentee bidder form, when read together with the clerking sheet listing the auctioneer, contains all the information required by General Obligations Law § 5-701(a)(6), including the buyer’s name and the name of the person on whose account the sale was made, where the auctioneer acts as the seller’s agent.
Court’s Reasoning
The Court of Appeals noted that summary judgment requires demonstrating the absence of material issues of fact. While a single document might not suffice, related writings can be pieced together to satisfy the statute of frauds. The Court agreed with the Appellate Division that the clerking sheet alone was insufficient, as it used numbers instead of names for the buyer and seller/consignor. However, the absentee bidder form provided Rabizadeh’s name as the buyer, fulfilling that requirement when combined with the clerking sheet. Regarding “the person on whose account the sale was made,” the Court cited Hicks v. Whitmore, holding that listing an agent with legal authority to sell satisfies the statute, even if the actual owner’s name is not present. Since Jenack was acting as the seller’s agent, its name on the clerking sheet fulfilled this requirement. The Court emphasized that the statute of frauds should not be used to evade legitimate obligations. “The Statute of Frauds was not enacted to afford persons a means of evading just obligations; nor was it intended to supply a cloak of immunity to hedging litigants lacking integrity; nor was it adopted to enable defendants to interpose the Statute as a bar to a contract fairly, and admittedly, made.”