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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`VINCENT FAY,
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`- against -
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`THE TRUSTEES OF PRINCETON UNIVERSITY
`d/b/a THE PRINCETON UNIVERSITY ART
`MUSEUM,
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`Plaintiff,
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`ECF CASE
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`CIVIL ACTION NO. 20-CV-1496
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`COMPLAINT
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`Defendant.
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`Plaintiff Vincent Fay (“Mr. Fay”), by his attorneys Olsoff | Cahill | Cossu LLP, as and for
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`its Complaint against defendant The Trustees of Princeton University d/b/a The Princeton Art
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`Museum (“Defendant”), alleges as follows:
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`NATURE OF THE ACTION
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`1.
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`Mr. Fay brings this action to enforce an agreement he entered into with
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`Defendant, pursuant to which Defendant agreed to purchase 17 valuable works of art (the
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`“Works”) from Mr. Fay for approximately One Million Dollars. Defendant agreed to pay the
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`purchase price in two installments and paid the first. The second was due in July 2018.
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`Defendant failed to make that payment, citing purported “concerns” over the authenticity of
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`seven of the objects, “rescinded” its agreement to purchase the Works and demanded that Mr.
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`Fay return those amounts that he has already received. However, regardless of whether
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`Defendant’s “concerns”—none of which has been documented or supported by any named
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`experts—are well-founded, the agreements, drafted by Defendant itself, only asked that Mr. Fay
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`warrant that the Works were, to the best of his knowledge, authentic. As Defendant has provided
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`no evidence that Mr. Fay has breached this warranty, it is obligated to complete payment for the
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`Works notwithstanding its purported “concerns.”
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`1
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`Case 1:20-cv-01496-VM Document 1 Filed 02/20/20 Page 2 of 6
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`PARTIES AND JURISDICTION
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`2.
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`3.
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`Mr. Fay is a citizen of the State of New York, residing in New York County.
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`On information and belief, Defendant is a non-profit corporation located in, and
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`incorporated under, the laws of New Jersey.
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`4.
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`This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C §
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`1332 due to the diversity of the parties and because the amount in controversy exceeds $75,000.
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`5.
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`Venue is proper in this Court pursuant to 28 U.S.C § 1391 because a substantial
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`part of the events giving rise to the claims occurred in the Southern District of New York.
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`FACTS
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`Mr. Fay is a collector of fine and decorative art.
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`Beginning in the 1960’s, Mr. Fay acquired numerous pieces of art outside the
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`6.
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`United States that later became valuable.
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`8.
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`Many of the works owned by Mr. Fay have been included in important museum
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`exhibitions, including at the Metropolitan Museum of Art, the Louvre Museum, the Museo del
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`Barrio, Stanford University’s Cantor Arts Center, the Museum of Fine Arts, Boston, the Museum
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`of Art, Williams College, and other museums in Europe (including in France and Belgium).
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`9.
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`On or about November 16, 2018, Mr. Fay entered into a contract (the “Contract”)
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`with Defendant in which he agreed to sell the 17 Works from his collection to Defendant for a
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`total of Nine Hundred and Forty-Five Thousand dollars ($945,000).
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`10.
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`The Contract provided that Defendant would make an initial payment to Mr. Fay
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`of Four Hundred and Seventy Two Thousand Five Hundred Dollars ($472,500) in December
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`2018 (the “First Payment”) and a second payment of Four Hundred and Seventy Two Thousand
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`2
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`Case 1:20-cv-01496-VM Document 1 Filed 02/20/20 Page 3 of 6
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`Five Hundred Dollars ($472,500) “in the next fiscal year beginning July 1, 2019” (the “Second
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`Payment”).
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`11.
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`On or about November 16, 2018, Mr. Fay and Defendant also entered into an
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`additional agreement, drafted by Defendant, entitled “Seller’s Warranty” (the “Warranty”).
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`12. With respect to the authenticity of the Works, the Warranty provided that the
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`“Seller hereby certifies and warrants to the best of Seller’s knowledge that the Works are
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`authentic and are conveyed to Buyer free of all liens and encumbrances.” (Emphasis added).
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`13.
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`The Warranty did not provide for any warranties with respect to the authenticity
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`of the Works other than as set forth above.
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`14.
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`The Warranty entitled Defendant to rescind the sale of the Works solely in the
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`event Mr. Fay breached any of the specific representations and warranties set forth in the
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`Warranty.
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`15.
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`16.
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`In or about December 2018, Defendant made the First Payment to Mr. Fay.
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`Beginning in June 2019, Defendant began to express to Mr. Fay concerns with
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`respect to the authenticity of certain of the Works.
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`17.
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`In an email dated June 21, 2019, Defendant stated that it would not make the
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`Second Payment until it was satisfied that the Works were authentic.
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`18. While expressing concern with respect to the authenticity of the Works,
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`Defendant did not allege in this email that Mr. Fay had any knowledge of the alleged issues
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`relating to the authenticity of the Works.
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`19.
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`On or about October 9, 2019, Defendant informed Mr. Fay by letter that it was
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`rescinding the sale of the Works based on “serious concerns regarding the authenticity,
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`provenance and market value of the objects” (the “Rescission Letter”).
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`3
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`Case 1:20-cv-01496-VM Document 1 Filed 02/20/20 Page 4 of 6
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`20.
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`In the Rescission Letter, Defendant demanded that Mr. Fay return the First
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`Payment to Defendant and stated that it would not make the Second Payment.
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`21.
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`In the Rescission Letter, Defendant did not allege that Mr. Fay had any
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`knowledge of the alleged concerns over the authenticity of the Works.
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`22.
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`23.
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`Upon information and belief, the Works are authentic.
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`Upon information and belief, Defendant is not in possession of any evidence that
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`indisputably establishes that any of the Works are not authentic.
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`24.
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`Upon information and belief, Defendant does not itself believe that all of the
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`Works are inauthentic.
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`25.
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`Upon information and belief, Defendant is not in possession of any evidence that
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`Mr. Fay had knowledge that any of the Works had authenticity concerns.
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`26.
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`Defendant has failed to make the Second Payment and has demanded that Mr. Fay
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`return the First Payment.
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`27. Mr. Fay has been damaged both by Defendant’s refusal to make the Second
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`Payment and demand for the return of the First Payment.
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`28. Mr. Fay’s damages include the amount of the Second Payment, and related costs
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`and expenses.
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`FIRST CLAIM FOR RELIEF
`(BREACH OF CONTRACT)
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`29. Mr. Fay repeats and realleges the allegations set forth in Paragraphs 1 through 28
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`above.
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`30. Mr. Fay and Defendant were parties to the Contract.
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`31. Mr. Fay and Defendant agreed to all terms of the Contract.
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`32. Mr. Fay performed all of his obligations under the Contract.
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`4
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`Case 1:20-cv-01496-VM Document 1 Filed 02/20/20 Page 5 of 6
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`33.
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`Pursuant to the terms of the Contract and the Warranty, Defendant was obligated
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`to make the Second Payment unless the sale was subject to rescission pursuant to the terms of the
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`Warranty.
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`34. Whatever concerns Defendant now purports to have with respect to the
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`authenticity of certain of the Works, the sale is not subject to rescission as Defendant has offered
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`no evidence that Mr. Fay was aware of any issues with respect to authenticity.
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`35. Mr. Fay has suffered damages in amount to be determined at trial, but in no event
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`totaling less than Four Hundred and Seventy-Two Thousand Five Hundred Dollars ($472,500)
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`due to Defendant’s breach of the Contract.
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`5
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`Case 1:20-cv-01496-VM Document 1 Filed 02/20/20 Page 6 of 6
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`WHEREFORE, Plaintiff demands judgment as follows:
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`a. Awarding Plaintiff compensatory damages in an amount to be determined at trial, but no
`less than Four Hundred and Seventy-Two Thousand Five Hundred Dollars
`($472,500.00), plus interest;
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`b. Awarding Plaintiff the costs and disbursements of this action, including attorneys’ fees;
`and
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`c. Awarding Plaintiff such other or further relief as the Court deems just and proper.
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`JURY TRIAL DEMANDED
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`Pursuant to Fed. R. Civ. P. 38(b), Plaintiff demands a trial by jury.
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`Dated: New York, New York
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`2020–February-20
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`OLSOFF | CAHILL | COSSU LLP
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`By:
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`s/ John R. Cahill
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`John R. Cahill
`Paul S. Cossu
`1285 Avenue of the Americas
`New York, New York 10019
`jcahill@occllp.com
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`Attorneys for Plaintiff Vincent Fay
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