Qatar Investment & Projects Development Holding Co & Anor v John Eskenazi Limited & Anor

An attribution of antiquity is ordinarily an expression of opinion, not a contractual promise that an object is authentic. Contractual effect requires an objective conclusion that the parties intended the attribution to be a term. Reliance and emphatic language are not decisive.

Where a specialist dealer gives an unqualified opinion, the issue is whether a reasonable leading dealer could have reached that opinion on the information available at the time. A real doubt requires appropriate qualification. The assessment is fact-sensitive and avoids hindsight. Provenance, comparison with objects of known authenticity, condition, expert evidence and appropriate scientific testing may all be relevant.

QIPCO purchased seven objects from John Eskenazi Limited, a specialist antiquities dealer. The invoices described the objects as ancient and stated that, to the best of the dealer’s knowledge and belief, each item was antique and over 100 years old.

QIPCO alleged that the objects were modern forgeries and claimed rescission, damages for misrepresentation, breach of contract and negligence. It also alleged fraud concerning the Hari Hara. The central issues were whether the descriptions were contractual promises of authenticity, whether the dealer had honestly and reasonably held the opinions expressed, and whether the Hari Hara representations were fraudulent.

1. Contractual effect of attributions. The descriptions in the invoices and discussions were expressions of opinion. Applying Harlingdon and Leinster Enterprises Ltd v Christopher Hull Fine Art Ltd [1991] 1 QB 564, Drake v Thomas Agnew & Sons Ltd [2002] EWHC 294 (QB) and Brewer v Mann [2012] EWCA Civ 246, the court held that reliance, confidence and emphatic language did not make the descriptions contractual promises. The invoices confirmed that the relevant standard was an honest and reasonable opinion, not actual authenticity (paras [119]–[140]).
2. The claims based on sale by description and satisfactory quality under the Sale of Goods Act 1979, sections 13(1) and 14(2), therefore failed because the descriptions had not become contractual terms.
3. Reasonableness. The question was whether no reasonable leading specialist antique dealer would have concluded that the objects were ancient and expressed an unqualified opinion to that effect. A real rather than fanciful doubt required qualification. The assessment had to be made by reference to the circumstances confronting the dealer at the relevant time, without hindsight, applying the guidance in Thomson v Christie Manson & Woods Ltd [2005] EWCA Civ 555 and related authorities (paras [141]–[160], [655]–[663]).
4. The court found all seven objects inauthentic. The conclusions were supported by art-historical evidence, provenance, condition, comparison with the accepted archaeological record, modern tool marks, applied deposits and the absence of expected weathering. The dealer lacked reasonable grounds for his unqualified opinions in relation to every object (paras [688]–[749]).
5. The claim under section 2(1) of the Misrepresentation Act 1967 succeeded. QIPCO was entitled to rescind and recover the purchase price. It was also entitled to damages for breach of the implied contractual term and negligence. The fraud claim concerning the Hari Hara failed because the evidence did not establish that the dealer knew the representation was false or was reckless as to its truth (paras [710]–[735], [750]–[751]).