United States District Court, D. Hawaii
HONOLULU ACADEMY OF ARTS dba HONOLULU ART MUSEUM, a Hawaii non-profit corporation, Plaintiff,
JOEL ALEXANDER GREENE, et al ., Defendants.
ORDER GRANTING DEFENDANT GREENE'S MOTION FOR
DERRICK K. WATSON, UNITGED STATES DISTRICT JUDGE
2004, the Honolulu Academy of Arts (“HAA”)
contracted to pay art collector Joel Greene an $80, 000
annuity for life in exchange for five objects of Southeast
Asian art. Ten years later, HAA, for the first time, demanded
written provenance relating to the five objects and suspended
annuity payments until Greene complied with the demand. When
Greene did not comply, HAA brought this action, alleging
claims for declaratory relief, breach of warranties, and
unjust enrichment. Greene counterclaimed for breach of
contract, assumpsit, and declaratory relief, and now moves
for summary judgment on the claims brought by both sides.
Dkt. No. 26. Because the Court finds that all applicable
statutes of limitations have run on HAA's claims, and
because HAA is in breach of the Annuity Agreement, the Court
GRANTS Greene's Motion for Summary Judgment.
The 2004 Annuity Agreement
April 2004, Greene proposed to provide HAA with certain
Southeast Asian antiquities in exchange for an annuity. Dkt.
No. 32-11, Plf. Exh. 10. Stephen Little, then-Director of
HAA, presented Greene's proposal to HAA's Collections
Committee at its May 20, 2004 meeting. Dkt. No. 27-10, Def.
Exh. H at 5. According to the minutes of that meeting, Little
discussed Greene's proposal with “Eric Watanabe,
Chief Financial Officer, and they agreed that it was
essential to obtain an independent appraisal of the
collection's current value, which would provide the base
for the annuity; to do a check to determine if any pieces
were illegally exported or listed as stolen; and to have a
conservator review the condition of the pieces.”
August 5, 2004 meeting, the Collections Committee deemed
“accomplished” the essential due diligence items
it had set forth for the annuity agreement that had been
identified at the May 20, 2004 meeting. Dkt. No. 27-11,
Def. Exh. I at 1. As such, the “motion to approve the
annuity agreement was passed.” Id. at 6.
August 9, 2004, HAA and Greene completely executed a document
entitled, “Honolulu Academy of Arts Charitable Gift
Annuity Agreement for Joel Alexander Greene”
(“Annuity Agreement”), which was drafted by
counsel for HAA. Dkt. No. 27-2, Def. Exh. A. The Annuity
Agreement provided that HAA would pay Greene an annuity of
$80, 000, in quarterly installments, for the remainder of
Greene's life. Id. In exchange, the Annuity
Agreement acknowledged that Greene, “as evidence of his
desire to support the work of the [HAA] and to make a
charitable gift, has contributed to the Academy art works
valued in the amount of one million two hundred sixty-nine
thousand eight hundred forty-one [dollars] ($1, 269, 841.00),
receipt of which is acknowledged, for the Academy's
general purposes.” Id. Although not expressly
referenced in the Annuity Agreement, it is undisputed that
the referenced “art works” are the five pieces of
Southeast Asian art that the HAA had appraised prior to
contract. See Dkt. No. 27-3, Def. Exh. B. The last
paragraph of the Annuity Agreement provided: “Joel
Alexander Greene and the Academy agree to execute and deliver
any and all other documents necessary to carry out the terms
of this Annuity Agreement and to conform the intent and
purpose of this Annuity agreement with applicable
laws.” Dkt. No. 27-2, Def. Exh. A at 2.
shipped the five objects of art to HAA in July 2004. Greene
Decl. ¶ 5. Little acknowledged, by letter dated November
12, 2004, HAA's satisfaction and acceptance of the five
works: “I have just reviewed all of the gifts received
by the Academy in 2004, and wish to formally acknowledge on
behalf of the Trustees and the Staff of the Academy your gift
to the Academy of five outstanding works of art from the high
cultures of Southeast Asia.” Dkt. No. 27-3, Def. Exh.
B. HAA commenced payment under the terms of the Annuity
Agreement on August 9, 2004. Greene Decl. ¶ 6.
HAA's 2014-2015 Requests for Provenance
years later, in a letter to Greene dated August 4, 2014,
Stephan Jost introduced himself as the new director of HAA.
Dkt. No. 27-4, Exh. C. Jost's letter expressed concern
regarding the lack of written provenance for the items HAA
had received from Greene that were subject to the Annuity
Agreement and requested assistance in establishing the
provenance of those works. Id. In late 2014, Jost
followed up by meeting with Greene in Greene's San
Francisco apartment to discuss HAA's request for
documentation. Jost Decl. ¶ 4.
December 4, 2014, Jost sent Greene another letter, along with
a copy of the Association of Art Museum Directors
(“AAMD”) 2013 Guidelines. Dkt. No. 32-4, Plf.
Exh. 3. In the letter, Jost explained that HAA is
“legally obligated to confirm the provenance of all art
objects it receives as a donation or as funding for
annuities” and gave several examples of
“provenance establishing that archeological material
has been out of its country of origin since November 17,
1970, or has been legally exported after that date[.]”
Id. at 1.
December 12, 2014, Greene responded, assuring Jost that he
was searching through his papers for the requested
documentation. Dkt. No. 32-5, Plf. Exh. 4.
18, 2015, Jost contacted Greene once more, reiterating
HAA's request for written provenance sufficient to
establish clear title to the five works (and other art works)
Greene had provided to HAA. Dkt. No. 32-8, Plf. Exh. 7.
Approximately one month later, on June 22, 2015, HAA's
counsel sent a letter to Greene informing him, among other
[HAA's] agreement to provide you with a lifetime annuity
was conditioned on the understanding that the items conveyed
were authentic, that you had established the provenance of
all the items, and that you had good title, as well as proper
export documentation and import licenses. Absent [HAA's]
receipt of any of this information from you, unless and until
you can provide verifiable documentation relating to these
objects, [HAA] is compelled to suspend the quarterly annuity
payments currently being made to you pursuant to the terms of
the 2004 Gifts Annuity Agreement.
Dkt. No. 27-5, Def. Exh. D.
counsel responded by letter dated July 8, 2015, disputing
that the AAMD's 2013 Guidelines imposed any legal
obligations, and further disputing HAA's contention that
Greene's lifetime annuity was “conditioned”
in the manner described by HAA's attorneys. Dkt. No.
27-6, Def. Exh. E.
Suspension of Annuity Payments
30, 2015, HAA suspended annuity payments to Greene, claiming
that the Annuity Agreement was conditioned on Greene
providing the written provenance demanded by HAA. Greene
Decl. ¶ 8. Those annuity payments remain suspended.
31, 2015, HAA filed suit against Greene in the First Circuit
Court, State of Hawaii. See Dkt. No. 1-1. HAA
subsequently filed a First Amended Complaint on August 28,
2015, alleging claims for (1) declaratory relief; (2) breach
of warranties; and (3) unjust enrichment. Dkt. No. 1-3.
September 8, 2015, Greene timely removed the action to this
Court. Dkt. No. 1. Thereafter, on September 15, 2015, Greene
filed his answer, concurrently asserting counterclaims for
(1) breach of contract; (2) assumpsit; and (3) declaratory
relief. Dkt. No. 5.
4, 2016, Greene moved for summary judgment on all claims
asserted by HAA and all counterclaims asserted against HAA,
arguing, in part, that HAA's claims were untimely. Dkt.
No. 26. On June 17, 2016, HAA filed its opposition to
Greene's Motion for Summary Judgment. Dkt. No. 31. On
June 24, 2016, Greene filed his reply. Dkt. No. 34. The Court
heard oral arguments on July 8, 2016. Dkt. No. 36.
is entitled to summary judgment “if the movant shows
that there is no genuine dispute as to any material fact and
the movant is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a). “A fact is ‘material'
when, under the governing substantive law, it could affect
the outcome of the case. A ‘genuine issue' of
material fact arises if ‘the evidence is such that a
reasonable jury could return a verdict for the nonmoving
party.'” Thrifty Oil Co. v. Bank of Am.