The Manhattan-based Jack Shainman Gallery has sold artworks by Nigerian-American painter Odili Donald Odita for years.  But this fall, disputes between the artist and gallery devolved into a lawsuit filed in New York state court.  Their claims highlight some of the ways an artist’s relationship with his or her primary-market gallery can go awry.

Factual Background

For several years prior to 2016, Odita and the gallery apparently had a basic understanding: Odita would provide artwork he created to the gallery, which would then sell the work and split the proceeds equally.  In mid-2016, the parties entered into a written Letter Agreement under which Odita, in exchange for providing artworks for the gallery to sell, would receive a “monthly stipend” (instead of their previous arrangement, under which the gallery paid Odita only when a buyer paid for a work).  This stipend began at $14,000 per month, increasing over time; the gallery alleges that it reached a peak of $85,000 per month by late 2022.  The parties would periodically reconcile the advances against the artwork actually sold, with any surplus or deficit carried over into the next accounting cycle. 

But by late 2024, the gallery stopped paying the stipend, citing a lack of sales of Odita’s artwork and an outstanding balance that the gallery claimed had ballooned well into six figures.  The gallery apparently continued to sell Odita’s artworks and apply those sales to the outstanding deficit, although Odita disputes that the gallery was putting forth adequate effort to sell them.  Odita also claims that the gallery began demanding that Odita make additional payments to reduce the deficit.  In early 2025, Odita terminated his relationship with the gallery; at that point, he says, the gallery requested immediate payment of the entire outstanding balance (the precise amount of which the parties dispute). 

The Lawsuit and the Claims

In October, Odita sued, alleging, among other things, that the gallery violated the New York Arts and Cultural Affairs Law (NYACAL) § 12.01, a state statute that is meant to protect the rights of artists who consign their works to be sold by art merchants.  His complaint also included claims for conversion; specifically, he says the gallery still has possession of several of his artworks and is refusing to return them.  He further asserts that the gallery, by withholding those works, is preventing him from working with other galleries who are ready and willing to help him market and sell them.  He seeks damages as well as a declaratory judgment clarifying the amount of any remaining deficit and the terms on which it should be repaid. 

For its part, the gallery has now asserted counterclaims against Odita, including breach of contract.  The gallery also alleges that Odita’s dispute of the amount of the deficit was in bad faith, and that Odita orally promised to repay the entire outstanding deficit but failed to follow through on that commitment.  The gallery claims the artist owes nearly $300,000; Odita argues that the amount is less than $180,000. 

Artist-Gallery Relationship Status: It’s Complicated

At the heart of the parties’ lawsuit is a fundamental disagreement about the basic nature of their relationship.  The artist’s claims are grounded in NYACAL, which states that when an artist delivers works on consignment to an art merchant, those artworks (and any subsequent proceeds from their sale) are “trust property” that the merchant must hold in trust for the artist.  This in turn creates specific responsibilities the merchant owes to the artist.  Odita argues that under NYACAL, among other things, the gallery has no right to hold his artworks now that he has requested their return. 

But there’s a complication here; the gallery has taken the position that the relationship here is also one between a debtor and creditor, where the gallery essentially loaned money to Odita and the Odita artworks served as collateral to secure that loan.  Such collateralized loan arrangements (sometimes called “secured transactions”) are generally governed by Article 9 of the Uniform Commercial Code. 
This case exemplifies some of the complexities inherent in the relationship between an artist and the primary-market dealer who sells his or her work.  In many such relationships, an artist and a gallery may engage in a years-long course of dealing, involving many sales.  They may also have specific understandings regarding which party is responsible for various costs associated with the creation and marketing of the artwork (for example, production, fabrication, or framing costs).  When sales are humming along smoothly, seemingly-minor disagreements and accounting discrepancies are often easily resolved or ignored; but if the relationship deteriorates, disputes can explode into litigation.  This is particularly true if the parties did not, at the outset of their dealings, hammer out the details of what is to happen if and when their relationship terminates.  Interpretation of the precise language in the parties’ contract here will likely be a central focus in the case.

This case also stands poised to explore questions about how NYACAL interacts with Article 9.  Indeed, NYACAL is clear that an artist’s rights under the statute are not waivable except under very narrow circumstances.  But here, the gallery alleges that NYACAL doesn’t apply at all, instead urging that there was no consignment and that Odita did validly waive his NYACAL rights in the parties’ contract.

What’s Next

In a recent joint letter to the court, the parties discussed the prospect of limited discovery and motion practice, but the gallery also indicated that it would prefer the case to be referred to a mediator to see if the parties can reach a resolution.  And Odita has sought to dismiss several of the counterclaims; briefing on that motion is underway now.  We’ll continue to follow this litigation—and the questions and issues it raises.

Image, Kiasma from the north (link here) by Museum of Contemporary Art Kiasma (Finnish National Gallery / Pirje Mykkänen), via Wikimedia Commons (link here), licensed under the Creative Commons Attribution 2.0 Generic license, cropped.  Depicts 2011 exhibit of Odili Donald Odita's mural Time Curve.