OPINION & ORDER Stephanie Clegg brings this action for monetary damages and equitable rescission against Sotheby’s, Inc. arising out of Clegg’s consignment of a painting, Le couple au bouquet de fleurs, c. 1950 (the “Painting”), which was attributed to the renowned twentieth century artist Marc Chagall. Doc. 1 at 1. Clegg alleges she is owed $175,000 in monetary damages due to Sotheby’s breach of its fiduciary duty, breach of the parties’ contract, breach of the implied covenant of good faith and fair dealing, and for gross negligence. Alternatively, Clegg asks the Court to rescind the parties’ agreements due to unilateral mistake or equitable rescission. Before the Court is Sotheby’s motion to dismiss for failure to state a claim pursuant to Federal Rule of Civil Procedure Rule 12(b)(6), with prejudice. Doc. 9. For the reasons set forth below, the motion to dismiss is GRANTED, except as to Sotheby’s recovery of its attorney’s fees. I. BACKGROUND A. Factual Background1 Clegg is an art collector who resides in Naples, Florida. Doc. 1 at 7. Sotheby’s is an art broker that maintains its corporate headquarters in New York. Id. at 8. Clegg (along with her husband) bought and sold works of art exclusively from Sotheby’s for over thirty years, which entitled her to many privileges reserved for long-term customers and caused her to trust Sotheby’s. Id. at
9-17. On October 10, 1988, Chagall’s relatives formed the Comité Marc Chagall (the “Comité”), a French association in Paris that authenticates artwork associated with the artist. Doc. 15 at 5 n.3. Clegg purchased the Painting from Sotheby’s in 1994 for $90,500. Doc. 1 at 19. Sotheby’s represented that the Painting was authentic, id. at 20, and listed the Painting’s provenance as “L. Praeger, Paris; Galerie Petrides, Paris; Private Collection; and Achim Moeller Fine Art Limited, New York.” Id. at 38. The provenance did not include the date the Painting was acquired by either L. Praeger or Achim Moeller Fine Art Limited. Id. At the time of the sale, Sotheby’s did not inform Clegg of the Comité’s existence or that the Painting had not been authenticated by it. Id. at 21. In 2008, Sotheby’s appraised the Painting at $100,000 — consistent with its purported authenticity — and again neglected to inform Clegg of the Comité’s existence.2 Id. at
