Belgian investor sues Opera Gallery over $2M deal
Opera Gallery removed the case from a state court in Florida to federal court, and said it would seek to have the case dismissed.
Market and Money
A Belgian company that put $2 million into an international art gallery a decade ago is now suing the gallery, claiming it was misled about when it could cash out. According to Opera Gallery, Agorive is seeking a “$6 million windfall” in return.
The Belgian company Agorive on January 22 filed the lawsuit in a Florida state trial court in Miami against Opera Gallery Holding USA.
Opera Gallery on Monday removed the case to federal court, arguing that the case does not belong in state court because the parties are from different countries and states, and the amount at stake exceeds $75,000. Opera Gallery said it is principally run out of New York and the holding company is incorporated in Delaware.
The American holding company said its gallery locations referenced in the complaint are operated by its subsidiaries, not by the holding company itself.
The full notice of appeal document is available to paid subscribers.
Court Documents: Agorive v. Opera Gallery Holding USA
Records from U.S. District Court for the Southern District of Florida
Adam Schrader
The gallery also contends that its 2015 shareholders agreement is governed by Delaware law and that the parties agreed to submit to jurisdiction in Delaware, not Florida.
Much of the court documents have been redacted.
When Agorive filed its complaint in the Miami court, it also filed a notice saying the entire complaint should be treated as confidential. When Opera Gallery then moved the case to federal court, it submitted a redacted version of the complaint and filed an unopposed motion asking the court to keep the complaint sealed for now.
That means key details of the dispute are not currently available to the public, and a federal judge will decide whether any of the filings should eventually be opened or remain confidential.
However, many details of the case were provided in Opera Gallery’s notice of removal, which shows that Agorive in 2015 received an equity stake in the company in exchange for the $2 million investment.
Included in the deal was what lawyers call a "put right,” a contractual option allowing Agorive to force Opera Gallery to buy back its shares at a set price.
But the put right came with conditions, Opera Gallery said in court filings. Under Article 13 of the shareholders agreement, Agorive could only exercise that right if Opera Gallery had cash reserves equal to five times the original investment — meaning the gallery would need substantial liquidity on hand before it was obligated to repurchase the shares.
A separate inventory condition also applied, according to Opera Gallery. It said its subsidiaries would need artwork inventory equal to at least 60% of current-year sales before Agorive could compel a full buyback.
Opera Gallery said those thresholds were never met.
According to Opera Gallery's notice of removal, Agorive is claiming it "must have been misled about the plain meaning" of the put right provision and that it believed its investment "would necessarily result in a profitable return."
The gallery described Agorive’s position as legally untenable, writing that Agorive "does not allege that this provision of the Shareholders Agreement is vague." Instead, Opera Gallery said Agorive argued it did not understand the agreement it signed.
Opera Gallery pointed to an admission it says is buried in Agorive's own complaint: that Agorive was "the party that requested the Put Right" and that Agorive was involved in negotiating its terms.
The only formal breach of contract allegation in the complaint, according to Opera Gallery's account of it, is that during the COVID era Opera Gallery was late in delivering its 2022 financial reports.
Opera Gallery said Agorive did not claim that the late reports caused its supposed misunderstanding of the shareholders agreement and that Agorive now has the documents it requested.
Opera Gallery has signaled it will move to dismiss the case on three separate grounds: lack of personal jurisdiction over Opera Gallery in Florida, forum non conveniens — the legal doctrine that a case has been filed in an inconvenient or improper court — and failure to state a legally valid claim.
Agorive is represented by the firm Heise Suarez Melville in Coral Gables. Opera Gallery is represented by the mega law firm Baker Botts.
Follow along with other lawsuits at Urgent Matter's art lawsuit tracker.
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