Art dealer Inigo Philbrick sold V&A Collection, LLC an ownership interest in an artwork by Wade Guyton (the “Guyton”). In a second transaction, made without V&A’s knowledge or participation, Guzzini Properties Ltd. purchased the Guyton, an artwork by Rudolf Stingel (the “Stingel”), and a third painting from an entity controlled by Philbrick. In 2019, Guzzini brought an in rem action to quiet title to the Stingel in New York Supreme Court. V&A attempted to intervene in that action to litigate its claims to the Guyton. The state court denied the motion to intervene, and V&A commenced a separate action against Guzzini for conversion, based on Guzzini’s interference with V&A’s ownership of the Guyton. Guzzini removed the second action to federal court, and then moved to dismiss, in relevant part, for lack of personal jurisdiction. V&A argued that by suing to quiet title to the Stingel in New York state court, Guzzini consented to submit to the jurisdiction of New York courts for all claims arising out of the same agreement, including its claims regarding the Guyton. The district court (Failla, J.) found that because the two lawsuits did not arise out of the same transaction, Guzzini did not implicitly consent to litigating the dispute over the Guyton in New York. V&A Collection, LLC v. Guzzini Props., Ltd., No. 20-cv-1797, 2021 WL 982461, at *6 (S.D.N.Y. Mar. 15, 2021). Affirmed. ROSEMARY POOLER, C.J. Art dealer Inigo Philbrick sold V&A Collection, LLC an ownership interest in an artwork by Wade Guyton (the “Guyton”). In a second transaction, made without V&A’s knowledge or participation, Guzzini Properties Ltd. purchased the Guyton, an artwork by Rudolf Stingel (the “Stingel”), and a third painting from Inigo Philbrick Limited (“IPL”), an entity controlled by Philbrick. In 2019, Guzzini brought an in rem action to quiet title to the Stingel in New York State Supreme Court. V&A attempted to intervene in that action to litigate its claims to the Guyton. The state court denied the motion to intervene, and V&A commenced a separate action against Guzzini for conversion, based on Guzzini’s interference with V&A’s ownership of the Guyton. Guzzini removed the action to federal court, and then moved to dismiss, in relevant part, for lack of personal jurisdiction. V&A argued that by suing to quiet title to the Stingel in New York state court, Guzzini consented to submit to the jurisdiction of New York courts for all claims arising out of the same agreement with IPL, including its claims regarding the Guyton. The district court (Failla, J.) found that because the two lawsuits did not arise out of the same transaction, Guzzini did not implicitly consent to litigating the dispute over the Guyton in New York. V&A Collection, LLC v. Guzzini Properties, Ltd., No. 20-cv-1797, 2021 WL 982461, at *6 (S.D.N.Y. Mar. 15, 2021). We find no basis for jurisdiction over Guzzini based on implicit consent or otherwise, and we therefore affirm. BACKGROUND This case concerns the ownership of a piece of artwork by Guyton entitled Flaming “U” that disgraced art dealer Inigo Philbrick1 allegedly sold to both V&A and Guzzini. In July 2013 V&A purchased a 50 percent interest in the Guyton from Modern Collections, a London art dealer. Modern Collection retained a 50 percent interest in the work. In addition to receiving a 50 percent interest in the Guyton, V&A was to receive an additional $350,000 in cash in exchange for a different work V&A had purchased from Modern Collections the year before. V&A and Modern Collections further agreed that upon any later sale of the Guyton, V&A would receive $850,000, Modern Collection would receive $700,000, and the two would split any profit over and above those amounts. Philbrick represented Modern Collections in the transaction, and was one of its principals. V&A did not authorize any sale or other disposition of its interest in the Guyton. In June 2017, IPL, an entity controlled by Philbrick, entered into a purchase and sale agreement with Guzzini for three pieces of art, including the Guyton, for $6 million (the “June 2017 Agreement”). As relevant here, that agreement provided that: “[t]he Seller has agreed to sell the Artworks [] and [Guzzini] has agreed to purchase the Artworks upon the terms and conditions set out in this Agreement.” App’x at 83. It also warrantied that: “[t]he Seller has full legal and beneficial title to the Artworks and is entitled without further action to transfer the legal and beneficial title in the Artworks to the Buyer on the terms of this Agreement without the consent of any third party.” App’x at 85 4.1.1. The seller held a buyback option through August 2018. App’x at 86
