US collectors buying art in London under English law

Europe is a place, not a legal system

A work bought in London is bought under English law if the contract says so or if nothing displaces it, and the rules below are those of England and Wales. A work bought from a dealer in Geneva or Basel, or at a Swiss auction, is bought under Swiss law absent a different choice (Swiss Private International Law Act, Article 118, applying the Hague Convention of 15 June 1955: the law of the seller's establishment or of the place of the auction), and for a commercial sale between parties in different Contracting States the Vienna Sales Convention forms part of that law unless the contract excludes it; the Swiss rules on the transfer of ownership, on the warranty of title and on the passing of risk differ from the English rules in ways that matter, and where this update draws the comparison, it says so. A choice-of-law clause in the invoice governs the contract between the parties. It does not decide who owns the work as against third parties, which is a question for the law of the place where the work is at the relevant time; it does not switch off the consumer rules, which cannot be excluded where they apply; and it says nothing about the customs and tax treatment at the destination. The buyer's residence in the United States does not change the title analysis. For the contract it matters in one case: where an individual buys as a consumer from a dealer who directs its business to the United States, the Rome I Regulation as retained in UK law (Article 6) points to the law of the buyer's home state absent a choice, and an English choice-of-law clause cannot deprive the consumer of the protection of that law's non-derogable rules. Otherwise the residence becomes relevant when the work crosses the US border.

Who is selling, and in what capacity

The Sale of Goods Act 1979 implies terms into every contract of sale, but not the same terms into every contract. The implied terms about title (section 12) and about correspondence with description (section 13) apply whoever the seller is. The implied terms about satisfactory quality and fitness for purpose apply only where the seller sells in the course of a business (section 14(2) and (3)); a private seller gives no quality term at all (section 14(1)). The Act closes the obvious gap: where a dealer or auctioneer sells as agent for a private owner, section 14 applies as if the principal were a business seller, unless the buyer knows that the principal is not selling in the course of a business or reasonable steps are taken to tell the buyer before the contract is made (section 14(5)). That is why conditions of sale disclose that a lot is consigned by a private owner, and why the disclosure matters to the buyer's remedies.

At auction, each lot is prima facie a separate contract, the sale is complete when the auctioneer announces it by the fall of the hammer, and bids may be retracted until then (section 57). Everything else about the auction sale, including any guarantee of authenticity and the time within which it can be invoked, is in the auction house's conditions of sale, which are a contract and vary from house to house. No English statute implies an authenticity warranty.

Who is buying: consumer or not

The Consumer Rights Act 2015 replaces the Sale of Goods Act terms where a trader supplies goods to a consumer (section 3(1); sections 12(7), 13(5) and 14(9) of the 1979 Act). A consumer is an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession (section 2(3)), and a trader who claims that an individual was not acting as a consumer must prove it (section 2(4)). A wealthy individual buying a painting for a private collection fits those words. A company or a corporate family-office vehicle does not, because it is not an individual; where trustees buy, the question is whether the individual trustee acts outside any trade or profession, which a professional trustee does not. The purchase vehicle therefore decides which statute applies before any term is read.

The 2015 Act removes most of its own protection at auction. A person is not a consumer in relation to a sales contract where the goods are second-hand goods sold at public auction and individuals have the opportunity of attending the sale in person (section 2(5)), except for the purposes of sections 11(4) and (5), 12, 28 and 29, that is pre-contract information, delivery and the passing of risk (section 2(6)). An individual buying a second-hand lot at a London auction that individuals can attend in person therefore keeps from the 2015 Act the pre-contract information terms, the information duties, the delivery and risk rules and, under Part 2 of the Act, the control of unfair and non-transparent conditions of sale (section 62); the quality, description, title and rejection provisions of Chapter 2 fall away, and the position on those points reverts to the conditions of sale, the 1979 Act and the general law. An online-only auction that no one can attend in person is outside the exception, and the Act applies in full. Where the 2015 Act does apply, it applies in full: satisfactory quality (section 9), fitness (section 10), correspondence with description (section 11), the trader's right to sell and the consumer's quiet possession (section 17), a short-term right to reject within 30 days (sections 20 and 22), repair, replacement, price reduction and a final right to reject (sections 23 and 24), and a ban on excluding or restricting any of it (section 31). A consumer who buys from a dealer operating an organised distance-selling scheme, with the whole negotiation conducted remotely (regulation 5), also has a cancellation right ending 14 days after taking physical possession, which does not apply to contracts concluded at a public auction (regulations 30(3) and 28(1)(g) of the Consumer Contracts Regulations 2013).

Title: the promise, and what it does not cure

In every sale, save one made on a limited-title basis (section 12(3)), the seller impliedly undertakes that he has the right to sell the goods, and in England and Wales that term is a condition (section 12(1) and (5A) of the 1979 Act); the seller also warrants that the goods are free from undisclosed charges and that the buyer will enjoy quiet possession (section 12(2)). Liability for breach of section 12 cannot be excluded or restricted by any contract term in a sale governed by the 1979 Act, other than an international supply contract (section 6(1)(a) of the Unfair Contract Terms Act 1977, and see below); where the 2015 Act applies, the equivalent terms are section 17, protected by section 31. Liability for the description and quality terms can be excluded against a non-consumer only so far as the term satisfies the requirement of reasonableness (section 6(1A) of the 1977 Act), and standard dealer and auction terms pass through the same test under section 3 of that Act and, for pre-contractual statements, section 3 of the Misrepresentation Act 1967. None of those limits applies to an international supply contract (section 26 of the 1977 Act): a sale between parties whose places of business or habitual residences are in different states, where the work is to be carried from one state to another, or offer and acceptance took place in different states, or delivery is to a different state from the one in which the contract was made (section 26(3) and (4)). A US collector buying from a London dealer for shipment to New York is within that description, so the dealer's terms may exclude the section 12 undertakings and liability for misrepresentation (Trident Turboprop (Dublin) Ltd v First Flight Couriers Ltd [2009] EWCA Civ 290, [16], [19], [33]), and the invoice has to be read for exclusions before it is signed. The 2015 Act is not affected: a consumer keeps sections 17 and 31 whatever the route of delivery (section 6(5) of the 1977 Act).

The promise is not a cure. Where goods are sold by a person who is not their owner and who does not sell with the owner's authority, the buyer acquires no better title than the seller had, unless the owner is precluded by his conduct from denying the seller's authority (section 21(1)). The exceptions are narrow: a sale under a voidable title not avoided at the time of sale (section 23), a seller or buyer left in possession (sections 24 and 25), the Factors Acts and statutory powers of sale (section 21(2)). The rule that a purchase in market overt gave good title was repealed in 1995. A buyer who has paid a thief's successor in good faith has a claim against his seller under section 12 and no title against the true owner.

Limitation then operates in a way a US buyer may not expect. Under the Limitation Act 1980, an action in conversion must be brought within six years (section 2), six years from the original conversion where there are successive conversions (section 3(1)), and when that period expires without recovery the owner's title to the chattel is extinguished (section 3(2)). But no period runs in favour of a thief or in respect of any conversion related to the theft (section 4(1) and (2)); every conversion following a theft is presumed related to it unless the contrary is shown (section 4(4)); and the chain is broken only by a purchase in good faith, after which neither that purchase nor any later conversion is regarded as related to the theft (section 4(2)). The six years therefore start with the first good-faith purchase, and the original owner's title can be extinguished six years after it, subject to the postponement of the period where the action is based on fraud or a relevant fact has been deliberately concealed (section 32(1)); section 32(3) and (4) protect an innocent purchaser for value from that postponement. Two consequences follow for the buyer. The provenance file is the evidence of good faith as well as of ownership, and its gaps are the buyer's risk. And a work that was stolen decades ago may still be recoverable from a current possessor if no good-faith purchase has intervened, whatever the invoice says.

Attribution and description: whatever the contract says

Outside the 2015 Act, English law implies no term that a work is by the artist named on the invoice. Section 13 implies a term that goods sold by description correspond with it, but a sale is by description only where the parties intend the description to be a term of the contract. The Commercial Court applied that line in 2022 to a dealer's invoices describing the age and origin of objects "to the best of my knowledge and belief": the only reasonable reading was that no guarantee of antiquity was being given, the contractual standard was honest and reasonable opinion, and it would be very surprising for an experienced dealer to give a guarantee of authenticity (Qatar Investment and Projects Development Holding Co v John Eskenazi Ltd [2022] EWHC 3023 (Comm), [125], [127], [134], [136] and [139], applying the Court of Appeal in Harlingdon and Leinster Enterprises v Christopher Hull Fine Art and Buckley J in Drake v Thos Agnew). At auction the buyer's authenticity remedy is the auction house's own guarantee, read as a contract: in Avrora Fine Arts Investment Ltd v Christie, Manson & Woods Ltd [2012] EWHC 2198 (Ch) the court found that the painting was not by the catalogued artist and that the buyer was entitled to cancel the purchase and recover the price under the house's limited warranty ([118]). Two qualifications. In a consumer sale, information the trader gives before the contract about the main characteristics of the goods, an attribution among them, is treated as a term of the contract (section 11(4) of the 2015 Act), at public auction as elsewhere (section 11(6)). And an opinion must be honestly and reasonably held: in Eskenazi the court found the objects inauthentic and the dealer's unqualified opinion without reasonable grounds, so the buyer rescinded for misrepresentation, recovered the price and had damages for breach of the implied term ([750], [751]); in Avrora the auction house's conditions were held reasonable and barred the negligence and misrepresentation claims, the buyer recovering under the warranty alone ([153], [157]).

For a US buyer used to warranties of authenticity, the drafting consequence is direct. If the attribution matters, the contract must make it a term: a warranty that the work is by the named artist, the standard of proof that will displace it, the remedy (cancellation and refund, with or without interest and costs), the period within which it may be invoked, and whose opinion counts. Condition is treated the same way: a condition report is an opinion at a date, and the buyer who wants more than section 14 or section 9 provides needs a specific term. Specialist reports establish what they say: an authentication or a provenance report is not a title opinion, and a seller's "to the best of my knowledge" invoice is read as an opinion.

Payment, property and risk

Property in specific goods passes when the parties intend it to pass (section 17). Absent a different intention, in an unconditional contract for the sale of specific goods in a deliverable state property passes when the contract is made, whatever the time of payment or delivery (section 18, rule 1), although the seller may reserve the right of disposal, typically until payment (section 19(1)). Risk follows property: unless otherwise agreed the goods remain at the seller's risk until property passes and are then at the buyer's risk whether delivery has been made or not (section 20(1)), and delivery of the goods to a carrier for transmission to the buyer is prima facie delivery to the buyer (section 32(1)). Read together, those rules can put the risk of loss on a non-consumer buyer from the moment of signature, while the painting still hangs in the gallery and before the shipper has been chosen. For a consumer the position is reversed: the goods remain at the trader's risk until they come into the physical possession of the consumer or a person identified by the consumer, unless the consumer commissions a carrier that the trader did not offer, in which case risk passes on delivery to that carrier (section 29 of the 2015 Act, which also survives the auction exclusion).

The contract should therefore say, in terms: when property passes (in our judgement on receipt of payment in full, with the seller's reservation of title until then); when risk passes (on delivery to the named shipper, or at the destination); who appoints and pays the shipper and the packer; who insures each leg and for what value; and that the work is released only against payment and against the export and shipping documents the next leg requires. Where a buyer in a non-consumer sale takes delivery later, the right to reject is lost by intimating acceptance, by an act inconsistent with the seller's ownership or by retaining the goods beyond a reasonable time without rejecting them, but not before a reasonable opportunity to examine them (section 35); the inspection on arrival should be in the contract as well.

The Swiss comparison

Where the purchase is made in Switzerland, or the work is to be held there, Swiss law sets the property rules, and it starts from a different place. Under the Civil Code the transfer of ownership of a movable requires the transfer of possession to the acquirer (Article 714(1)); a good-faith acquirer from a transferor who was not entitled to dispose becomes owner once protected in possession (Article 714(2)), and a good-faith acquirer of a thing entrusted to the transferor without authority is protected (Article 933). A possessor from whom a movable was stolen, lost or otherwise taken against his will may reclaim it from any recipient for five years (Article 934(1)), although where the work was bought at public auction, on the market or from a dealer in such goods a good-faith buyer surrenders it only against reimbursement of the price paid (Article 934(2)); for cultural property within the Cultural Property Transfer Act the claim is barred one year after the owner learns where and with whom the object is and at the latest 30 years after the loss (Article 934(1bis)), and acquisitive prescription for such property takes 30 years (Article 728(1ter)). Under the Code of Obligations benefit and risk pass to the acquirer on conclusion of the contract unless special circumstances or an agreement provide otherwise (Article 185(1)); the seller warrants against eviction by a third party on grounds existing at the time of the contract (Article 192(1)) and is liable for warranted characteristics and for defects (Article 197(1)); the buyer must inspect and notify defects promptly (Article 201); and warranty claims are time-barred two years after delivery, with a one-year-from-discovery and 30-year rule for cultural property (Article 210(1) and (3); for the title warranty, Article 196a). Which law governs the property questions follows the location of the work at the time of the relevant event (Article 100 of the Private International Law Act), so a work stored in Switzerland after a London purchase is governed by Swiss property law for anything that happens to it there. The pinpoints above are from the German texts; the English translations on Fedlex have no legal force.

The last leg: New York or Geneva

Delivery to the United States is a customs entry. Original paintings, drawings and pastels executed entirely by hand fall under heading 9701 of the Harmonized Tariff Schedule, whose general rate is free. The additional-tariff layer above that rate moved twice in 2026: the tariffs imposed under the International Emergency Economic Powers Act ceased, on CBP's published guidance, to be collected for entries from 24 February 2026 after the Supreme Court held on 20 February 2026 that the Act does not authorise the President to impose tariffs (Learning Resources, Inc. v Trump, slip opinion at 20); the ten per cent surcharge under section 122 of the Trade Act of 1974 was collected, on CBP's published guidance, from 24 February 2026 to its scheduled end on 24 July 2026, and the Proclamation exempted information materials, within which the tariff schedule listed artworks; and from 24 July 2026 the Section 301 action published by the US Trade Representative applies additional duties to goods of sixty economies, the United Kingdom and Switzerland among them, subject to exclusions. The Trade Representative's notice records that the action exempts certain antiques, collectibles and art; on the tariff schedule as it stood at the date of this update, heading 9903.05.92 keeps articles that are informational materials, "artworks" expressly included, at the ordinary rate, and CBP's published list (CSMS 69326983 of 23 July 2026) places the Chapter 97 subheadings for works of art among the excluded articles. The position should be confirmed against the current schedule by a licensed customs broker before shipment, because the measures have changed within months and the published annexes are what counts. Shipments above USD 2,500 cannot use informal entry (19 CFR 143.21(a)), nor can articles over USD 250 entered under a Chapter 99 subchapter III heading, so a formal entry is filed by the importer of record or a licensed broker, and the New York Department of Taxation and Finance states that use tax applies to tangible personal property bought outside the state and used within it; the rate and any exemption are for the buyer's US tax adviser.

Storage in Switzerland is a different exercise. A work placed in a Swiss duty-free warehouse is in Swiss customs territory and under customs supervision; import duty and import VAT fall due only if and when it is released into free circulation. Swiss cultural-property law, by contrast, treats the storage of cultural property in a customs warehouse as an import under the Cultural Property Transfer Act (Article 19(3)) and requires a written notification of the storage to the customs office (Article 26 of the Ordinance) carrying the particulars prescribed by Article 25, which was revised with effect from 1 January 2026. Who arranges transport, insurance in transit, the export documentation from the United Kingdom and the entry or storage declaration at the destination belongs in the purchase documents as a term.

What this means for you

• Decide who the buyer is before the contract is drafted. An individual buying for a private collection from a trader is a consumer under the 2015 Act and gets protections that cannot be excluded; a company or family-office vehicle is never a consumer; a second-hand lot at a public auction removes most of the consumer rights even for an individual (section 2(3), (5) and (6)).
• The title promise cannot be excluded at home, can be abroad, and is a promise, not a cure. Section 12 cannot be excluded in a domestic sale under the 1979 Act (UCTA section 6(1)(a)), nor section 17 against a consumer (CRA section 31); in an international supply contract within UCTA section 26, which a cross-border purchase for shipment to the United States usually is, it can be, so the dealer's terms are read first. A buyer from a non-owner still takes no title (section 21), and a theft stops the limitation clock until a good-faith purchase starts the six years (Limitation Act 1980, sections 3 and 4). The provenance file is the buyer's evidence of both.
• Outside a consumer sale, attribution is what the contract makes it. A dealer's invoice opinion binds as an honest and reasonable opinion, not as a guarantee, and a buyer who proves that the opinion had no reasonable grounds rescinds for misrepresentation (Eskenazi [139], [751]); in a consumer sale a pre-contract attribution is a term (CRA section 11(4)); an auction house's guarantee is a contract (Avrora [118]). If the attribution matters, make it a warranty with a defined remedy and period.
• Fix property, risk and the shipper in writing. Outside a consumer sale, risk can pass at signature (sections 17, 18 and 20); delivery to a carrier is delivery to the buyer (section 32). Reserve title until payment, pass risk on delivery to the named shipper or at destination, and allocate insurance and documents leg by leg.
• The US entry is a dated question. Heading 9701 is free at the general rate; the 2026 measures carve out artworks on the schedule as it stood on 10 September 2026, but the position changed twice this year. Confirm with a licensed broker before shipment and keep the US use-tax question with a US tax adviser.
• Switzerland is a separate system. Transfer by delivery, five-year and 30-year recovery periods, risk on contract and a two-year warranty period with cultural-property exceptions (Civil Code Articles 714, 728, 934; Code of Obligations Articles 185, 192, 197, 201, 210). Storage in a Swiss customs warehouse defers duty and VAT and, for cultural property within the Act's definition, is an import under the cultural-property rules at the same time.

Isak Legal advises collectors, family offices, galleries and dealers on purchase, consignment and auction documentation, title and provenance diligence, the contractual treatment of attribution and condition, and the delivery, storage and import questions that follow a cross-border acquisition, under the New York and England and Wales admissions and, for the Swiss leg, on Swiss law together with a registered Swiss lawyer where Swiss law requires one, with US customs and tax specialists for the destination questions. See our Art Law, United Kingdom and United States pages, or get in touch.

This client update is provided for general information only, reflects the position as at 10 September 2026 and does not constitute legal advice or create a lawyer-client relationship. The statutory position is taken from the Sale of Goods Act 1979, the Consumer Rights Act 2015, the Unfair Contract Terms Act 1977, the Misrepresentation Act 1967, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Limitation Act 1980 as published on legislation.gov.uk, from the judgments cited as published on the Find Case Law service, from the Swiss Civil Code, Code of Obligations and Private International Law Act as published on Fedlex (German texts), and from the Harmonized Tariff Schedule, the Federal Register, 19 CFR 143.21 and CBP's published materials; CBP's lists and the New York tax department's pages are guidance and rank below the instruments. Verify the current texts at the official sources linked above before acting. For advice on a specific matter, please contact us.