Can an artist simply terminate their collaboration with their gallery?

Can an artist who has had a successful start simply terminate their collaboration with their gallery owner? Yes, in most cases this is possible, even immediately and without severance pay. A Brussels Court of Appeal ruling of 14 May 2024, confirms that without clear written agreements, the artist is in principle free to end the collaboration at any time.

The facts: a successful partnership without a contract

A young, newly graduated painter started a collaboration with a Brussels art gallery in 2016. Although there was no written agreement, the collaboration became a success. The gallery organized several solo and group exhibitions, represented the artist at the prestigious art fair Art Brussels and even published a catalog of his work.

For the works sold, the gallery billed the buyers in its own name, after which the artist billed 50% of the sales price to the gallery. This was the commission for the gallery. All promotional costs, such as the catalog, were borne by the gallery and not charged separately.

In 2018, after two years, the artist had a unique opportunity abroad and decided to discontinue the collaboration by email in order to continue his development. The gallery felt aggrieved and went to court. It demanded substantial damages, consisting of severance pay, lost commissions on sales it was not involved in, and reimbursement of promotional costs incurred.

Appeal court decision

The Brussels Court of Appeal upheld the decision of the first judge and found in favor of the artist in its entirety. The gallery owner's claims are rejected in their entirety.

The court's reasoning is based on the following key points:

1. Qualification of the agreement: Because the gallery was acting in its own name but on behalf of the artist, there was legally a commission agreement.
2. Free termination: Such agreements, like a mandate, can in principle be terminated at any time and without justification or compensation. This principle is known as "revocability ad nutum" and is enshrined in law.
3. No evidence of other agreements: The gallery could not prove that the parties had agreed on a notice period or fee. The burden of proof was on the gallery.
4. No exclusivity: The gallery failed to demonstrate that it had an exclusive right to sell the artist's works. The fact that the artist also sold through other channels without the gallery protesting indicated otherwise.
5. Flat fee: The commission from 50% was considered a flat fee that covered all costs of promotion and sales (such as the catalog and photography). Thus, the gallery could not separately recover these costs.

Legal analysis and interpretation

This judgment is a lucid application of the principles of Belgian contract law to the art world. The core of the case revolves around the qualification of the contract and the related termination rules.

The collaboration between an artist and a gallery can be legally qualified as a mandate (the gallery sells in the artist's name and for the artist's account) or, as was the case here, as a commission (the gallery sells in its own name but for the artist's account). The basic rule for both contract types is revocability ad nutum, as provided in Article 2004 of the Old Civil Code. This means that the client (the artist) can terminate the agreement at any time.

Parties may contractually deviate from this rule by agreeing, for example, on a specific duration, a notice period or a severance payment. The party invoking the existence of such deviating clauses bears the burden of proving them. In this case, in the absence of a written contract, the gallery was unable to provide such proof.

The court also rightly does away with the vague concept of the "parent gallery" or "promotional gallery." Although this is a well-known term in the art world, it has no set legal content. The fact that a gallery launches an artist does not automatically give it additional rights such as exclusivity or a right to a long-term collaboration. Such far-reaching rights must be explicitly agreed upon.

What this specifically means

For the artist:

• Freedom is the starting point: Without a written contract restricting you, you are basically free to end a collaboration with a gallery at any time.
• No compensation: You do not owe a termination fee, and the gallery cannot recover from you any promotional costs incurred if they were covered by a commission.
• Beware of exclusivity: Do not simply give verbal promises of exclusivity. The law protects your right to freely dispose of your works unless explicitly waived.

For the gallery owner:

• Invest in a contract: This ruling is a clear warning. Large investments in the promotion of an artist without a conclusive written agreement are a significant commercial risk.
• Define conditions: Define contractually the duration of the collaboration, the modalities of termination (term and/or compensation) and the extent of any exclusivity.
• Be clear about costs: If you want to be able to charge separately for certain costs (e.g., production of a book or participation in an expensive trade show), this should be explicitly included in the agreement.

FAQ (Frequently Asked Questions)

Does a cooperative agreement with a gallery have to be in writing?
While an oral agreement is legally valid, a written contract is highly recommended. It provides clarity and avoids expensive and time-consuming discussions afterwards, as in the case discussed.

What if the gallery demands exclusivity?
Exclusivity is a severe restriction on the artist's freedom and is not presumed. An exclusivity clause must be expressly and clearly agreed upon, preferably in a written contract specifying its geographical and temporal scope.

Can a gallery reclaim the costs of a catalog in the event of a breakup?
In principle, no, if the gallery is compensated through a commission on sales. Case law assumes that this commission is a flat fee and thus covers all normal promotional and sales costs, unless something else is contractually provided for.

Conclusion

The absence of a written contract weighs heavily in disputes between artists and gallery owners. Standard legal rules in Belgium, which often play in favor of the artist, will then apply. This ruling highlights the crucial importance of clear, written agreements that clearly establish the rights and obligations of both parties.