Sack v. Lawton
U.S. District Court, S.D. New York
2003 WL 22682043 (2003)
Kenneth Lawton (defendant) agreed to buy a Rafael drawing, the Modello, from Shirley Sack and her company (plaintiffs) for $12,000,000 and executed a bill of sale, but never paid, leaving the drawing with Sack. Sack tried but failed to find another buyer willing to pay a comparable price, partly because the unfulfilled bill of sale clouded her ability to convey clear title. Sack sued Lawton for breach of contract seeking the full $12,000,000 plus interest and consequential damages; Lawton defaulted, and the only remaining dispute was the proper measure of damages.
Whether, under the Uniform Commercial Code, a seller may recover the price of the entire contract when the buyer has breached a contract for the sale of goods and the seller has no reasonable prospect of reselling the goods for a reasonable price.