Full opinion text
MEMORANDUM OPINION & ORDER PAUL- G. GARDEPHE, District Judge. These ‘ actions arise from the sale of forged paintings that Plaintiffs purchased from Defendant Knoedler Gallery, LLC (“Knoedler”). In addition to. Knoedler, the named defendants include 8-31 Holdings, Inc., Knoedler’s sole member; Michael Hammer, Knoedler’s managing member and the owner of 8-31 Holdings, Inc.; Ann Freedman, Knoedler’s former president; and Jaime Andrade, a former Knoedler employee (“Defendants”). The operative complaints assert claims under the Racketeer Influenced and Corrupt Organizations Act (“RICO”), and state law causes of action for fraud, fraudulent concealment, aiding and abetting fraud, conspiracy to commit fraud, breach of warranty, and unilateral and mutual mistake. (Second Amended Complaint (“SAC”) (De Sole Dkt. No. 118) ¶¶ 181-292; Am. Cmplt. (Howard Dkt. No. 179) ¶¶ 259-391)). Between 1994 and 2008 Knoedler sold thirty-two paintings it acquired from Glafi-ra Rosales, a Long Island art dealer, all of which were represented to be works created by well-known Abstract Expressionist artists, such as Mark Rothko, Willem de Kooning, and Jackson Pollock (the “Rosales Paintings”). (Plaintiffs Rule 56.1 Statement of Additional Material Facts (“Pltf. R. 56.1 Add. Stmt.”). (De Sole Dkt. No. 236) ¶ 1983; List of Rosales Paintings (De Sole Dkt. No. 236), Ex. 53) It is undisputed that all of the .paintings Rosales brought to Knoedler — including the two paintings purchased by Plaintiffs — are forgeries. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1025; Defendants’ Responses to Requests for Admission (De Sole Dkt. No. 236), Exs. 43, 44, 45) Plaintiffs allege that — as. early as October 2003 — Defendants had reason to doubt the authenticity of the Rosales Paintings. Defendants nonetheless continued to sell the Rosales Paintings at Knoedler until 2008. Defendants have moved for summary judgment on all of Plaintiffs’ claims. In an Order dated September 30, 2015, this Court granted in part and denied in part Defendants’ motions. (De Sole Dkt. No. 261; Howard Dkt. No. 320) The purpose of this opinion is to explain the Court’s reasoning. BACKGROUND I. FACTS A. The Knoedler Gallery, Ann Freedman, and Glafira Rosales The Knoedler Gallery was founded by Michael Knoedler in 1846 ’ and operated-continuously for the next 165 years. ' (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1026, 1979; Hammer' Deck in Opp. to TRO (De Soie'Dkt. No. 236), Ex. 46 ¶2) Until it closed in 2011, the Knoedler Gallery was one of New York City’s most venerable and respected art galleries. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1028) ‘ In 1971, the gallery was purchased by Armand Hammer, the grandfather of Defendant Michael Hammer, and since that time the Hammer family has 'been directly responsible for the operations of the Knoe-dler Gallery. (Hammer Deck .in Opp. to TRO (De Sole Dkt. No. 236), Ex. 46-1Í2) Knoedler Gallery LLC, the current legal entity, is a Delaware limited liability company that was formed in 2001. (Def. R. 56.1 Stmt. (De Sole■ Dkt. Nos. 219, 220) 11746; Def. Reply to Pltf. 56.1 Add. Stmt. (De Sole Dkt. No. .248) ¶ 1026; Def. Ex. 411 (Certificate ,of Formation)). Defendant 8-31 Holding^, Inc., a Delaware corporation also forihed in 2001, is the sole member of Knoedler. (Def.. R. 56,1 Stmt. (De Sole Dkt. Nos. 219, 220) ¶¶ 743, 745; SAC (De Sole Dkt. No. 118) 1117; Am. Cmplt. (Howard Dkt. No. 179).¶ 32) . Defendant Michael Hammer is the pres- ’ ident; chief executive officer, ' chairman, and sole owner of 8-31 Holdings, Inc. (“8-31”), and became the sole manager of Knoedler in 2011. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶1033,1995, 2003; Hammer Dep. (De Sole Dkt. No. 236), Ex. 21 at 57) ■ Defendant Ann Freedman joined Knoe-dler’s corporaté predecessor in 1977 as the director of contemporary art. ' (Def. Reply to Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 248) ¶ 1032* Freedman Dep. (De Sole Dkt. No.' 236), Ex. 18 at 21; Freedman Lagrange Tr. (De Sole Dkt. No. 236), Ex. 51 at 138) In 1994, she became-president of M. Knoedler & Co, the gallery’s corporate entity at that time. (Def. Reply to Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 248) ¶ 1034; Freedman Dep. (De Sole Dkt. No. 236), Ex. 18 at 21) Between 2001 And October 2009, Freedman was Knoedler’s sole manager .and a director of 8-31. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 2002, 2004) , In the mid-1990s, Jaime Andrade, a longtime Knoedler employee, introduced Glafira Resales to Freedman. (Def. R. 56.1 Stmt. (De Sole Dkt. Nos. 208, 228) ¶¶ 1,1006; (De Sole Dkt. No. 236), Ex. 169 at 2) Rosales was a Long Island art dealer who claimed to have access to a collection of previously undiscovered works by certain well-known Abstract Expressionist artists. (Weissman Dep. (De Sole Dkt. No. 236), Ex. 40 at 33; Freedman Tr. (De Sole Dkt. No. 236), Ex. 18 at 338; Freedman Lagrange Tr. (De Sole Dkt. No. 236), Ex. 51 at 138) Andrade had met Rosales at an art gallery in the early 1990s. (Def. R. 56.1 Stmt. (De Sole Dkt. Nos. 208, 228) ¶¶ 2, 1003) Rosales told Andrade that she had a Mexican client who wanted to sell a collection of Abstract Expressionist artworks, but to do so anonymously. (Def. R. 56.1 Stmt. (De Sole Dkt. No. 228) ¶ 1004) Andrade reported to Freedman that Rosales had Abstract Expressionist artworks that she wanted to sell. (M1Í1005) An-drade then introduced Rosales to Freedman. (Id. ¶ 1006; Freedman Lagrange Tr. (De Sole Dkt. No. 236), Ex. 51 at 138, 193-94) Over the next fifteen years, Rosales provided Knoedler with dozens of previously unknown “masterworks” by well-known Abstract Expressionist artists, and Knoe-dler sold these paintings to its customers. All of these paintings are forgeries. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1025) In early 1994, Rosales consigned to Knoedler what she represented to be five paintings by Richard Diebenkorn. (Id. ¶¶ 1049-50, List of Rosales Paintings (De Sole Dkt. No. 236), Ex. 53 at KG-11152) Rosales represented that these works were from the collection of Cesáreo Fon-tenla and came from the Vijande Gallery in Madrid, Spain. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1051; (De Sole Dkt. No. 236), Exs. 52, 53 at KG-11152, 60) Knoedler sold these paintings to its customers at large mark-ups without submitting them to the Diebenkorn catalogue raisonné committee for authentication. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1053, 1055, 1075-76) During a series of meetings in 1994 and 1995, members of the Diebenkorn family informed Freedman that at least two of the five purported Di'ebenkorns Rosales had provided did not appear to be authentic. (Id. ¶¶ 1057, 1060-61) The Diebenkorn family also expressed concern about the'lack of documentation for one of the paintings — which the family viewed as highly suspicious— given that the artist and his family kept meticulous records of his work. (Id. ¶¶ 1065-67) All of. the Diebenkorn paintings were later discovered to be forgeries. (Id. 111025) Between 1995 and the spring of 1998, Knoedler sold three other works that Rosales had supplied, including a purported Franz Kline and a purported Mark Rothko. These paintings — all- of which were forgeries — were allegedly from the collection of a man whom Rosales, Freedman, and others at Knoedler referred to as “Mr. X.” Each painting was sold at a large mark-up. (Id. ¶¶ 1025,1128,1137; Knoe-dler Invoices (De Sole Dkt. No. 236), Exs. 84, 85, 86, 87) Freedman testified that Rosales initially told her that these paintings belonged to a friend. (Freedman Lagrange Tr. (De Sole Dkt. No. 236), Ex. 51 at 197) The record is not clear as to what else Freedman had been told about these paintings before Knoedler sold them. The Knoedler invoices for two of these works state that they were initially acquired directly from the artist, and all three invoices state that the works were from a private collection in Mexico. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1129-30; Knoedler Invoices (De Sole Dkt. No. 236), Exs. 84, 85, 86) Knoedler’s invoice for the purported Rothko states that the work is “[t]o be published in the forthcoming catalogue rai-sonñé: Mark Rothko: Works on Paper, by David Anfam, (London: Yale University Press).” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1131; Knoedler Invoice (De Sole Dkt. No. 236), Ex. 85) In May 1998, Hammer increased Freedman’s base salary írom $278,460 to $300,000 and her profit sharing percentage from 10% to 15%. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1134; Hammer Dep. (De Sole Dkt. No. 236), Ex. 21 at 347-48; Internal Memos. (De Sole Dkt. No. 236), Ex. $8). At :a June 18, 1998 meeting with Rosales, Freedman and Knoedler’s head of research. “ask[e.d] [Rosales for] more details about the ...- the collector and his family.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1135-36; de Medeiros Dep. (De Sole Dkt. No. 236), Ex. 9 at 23-25, 98-99) At this meeting, Rosales told Freedman that — as a child in Mexico — she had met a couple who were Jewish emigres from Europe. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1138.a; Internal Memo (De Sole Dkt. No. 236), Ex. 89). The husband — “Mr. X” — made frequent business trips to the United-States between the late 1940’s and 1970’s. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1138.b; Internal Memo (De Sole Dkt. No. 236), Ex. 89). During his visits to the United States, Mr. X purchased artworks directly- from American painters. (Id.). The couple died in the early 1990s, leaving these paintings to their children. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236)' ¶ 1138.d; Internal Memo (De Sole Dkt. No. 236), Ex, 89). According to Rosales, the current owner of the collection — Mr. X’s son — lived in Mexico City and Zurich. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1138.e; Internal Memo (De Sole Dkt. No. 236), Ex. 89). He and his sister both had paintings from their father’s collection, but neither was interested in art, and they had been selling the works gradually. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1138.f; Internal Memo (De Sole Dkt. No. 236); Ex. 89). Rosales reported that the collector’s son “remembers seeing artists in his father’s home.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1138.c; Internal Memo (De Sole Dkt. No. 236), Ex. '89) Rosales also told Freedman that’the deceased collector had corresponded with various artists, but that these letters had been “disposed of’ after his death. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1139; Internal Memo (De Sole Dkt. No. 236), Ex. 89) Accordingly, there was no documentation for Mr. X’s paintings. (Def. R. 56.1 Stmt. (De Sole Dkt. No. 208) ¶ 8) Rosales stated that Mr. X’s collection included “another Still, a Gottlieb, two de Koonings (a painting and a work on paper), a Motherwell Elegy, a Newman, [and] one or two Calders.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1146; Internal Memo (De Sole Dkt. No. 236), Ex. 89) Freedman asked Rosales whether there was a Pollock or a David Smith in the collection. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No.- 236) ¶ 1148; (De Sole Dkt. No. 236), Ex. 89) Within two weeks of the June 18, 1998 meeting, Knoedler sold two purported Rothkos supplied by Rosales, both allegedly from Mr. X’s collection. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1142) The invoice for each painting describes its provenance as follows: Provenance & Exhibition History Acquired directly from the Artist in the early 1960’s. Private Collection, Mexico and Switzerland. (Id. ¶ 1144; Knoedler Invoices (De Sole Dkt. No. 236), Exs. 90, 91, 93) One of the invoices states that the Rothko is “[t]o be included in the forthcoming catalogue rai-sonne: Mark Rothko: Works on Paper, by David Anfam, (London: Yale University Press).” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1145; Knoedler Invoice (De Sole Dkt. No. 236), Exs. 91, 93) On August 5, 1998, Freedman told Knoedler’s head of research that Rosales had reported that Mr. X’s collection included a Pollock. (Pltf. R. 56.1 Resp. (De Sole Dkt. No. 236) ¶¶ 1149,1154) In a telephone conversation that day, Rosales told Freedman that Mr. X’s collection included two Stills, a Motherwell Elegy, a Gottlieb, a Pollock, two Newmans, and an Avery. {Id, ¶ 1154; August. 5, 1998 Memo (De Sole Dkt. No. 236), Ex. 94) Over the next eighteen months, Rosales brought three- more Mr. X paintings to Knoedler, and Knoedler sold these paintings to its customers. (Pltf. R. 56.1 Resp. (De Sole Dkt. No. 236) ¶ 1150a) The invoice for one of these paintings — a purported Rothko — described its provenance as follows: Provenance & Exhibition History Acquired from the Artist Private Collection, Switzerland (Id. ¶ 1152; (De Sole Dkt. No. 236), Ex. 105) The invoice also states that the work is “[t]o be included in the forthcoming catalogue raisonne of Mark Rothko’s works on paper, currently in preparation by the National Gallery of Art, Washington, D.C.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1153; (De Sole Dkt. No. 236), Ex. 105) Freedman began referring to Mr. X as “Secret Santa.” (Def. Reply to. Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 248) ¶ 1094; Freedman Dep. (De Sole Dkt. No. 236), Ex. 18 at .449-50; de Medeiros Dep. (De Sole Dkt. No. 236), Ex. 9 at 90) At some point between June 1998 and January 2000, the name of Alfonso Osso-rio — an Abstract Expressionist artist with close ties to many other Abstract Expressionist artists — began to be associated with the Rosales Paintings. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶.1158,1181; January 10, 2000 Memo (De Sole Dkt. No. 236),, Ex. 106) Freedman initially testified that it- was Rosales who had first associated Ossorio with Mr. X’s collection. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1159) Freedman later stated, however, that it was Freedman and Knoedler who first “surmised” that Ossorio had assisted Mr. X in purchasing the works in Mr. X’s collection, (Id. ¶ 1160) During a January 10, 2000 meeting with Freedmán, Rosales “confirm[ed] that the family knew Ossorio well. There may be correspondence. [Mr. X’s son] confirmed that [Mr. X] purchased through Ossorio.” (Id. ¶ 1161; January 10, 2000 Memo (De Sole Dkt. No. 236), Ex. 106) Knoedler began conducting research on Ossorio in or around 2001 (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1171), but was not able to find evidence of a link between Ossorio and the paintings from Mr. X’s collection. (Id. ¶ 1174) At a May 26, 2001 meeting, Rosales told Freedman that: 1. the works were “acquired in the 1950s from Pollock, Rothko, Still, Kline, Motherwell, etc. At that time [the artists] did not have contracts with dealers ... ”; 2. “It’s not clear if the works were purchased from Ossorio (who .purchased them directly from the artists) or, with Ossorio’s direction and advise, from the artists themselves”; and 3. “All purchases were paid for in cash. The son of the collector remembered seeing his parents pay in cash to one of the artists.....Correspondence was probably lost or thrown out by the daughter after the deaths of her parents. She had much of the paperwork.” (Id. ¶ 1168; May 26, 2001 Memo (De Sole Dkt. No. 236), Ex. 108) In December 2001, Rosales told Freedman that “Gerzso” was a “family name” connected to Mr. X, but, was not his name. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1169; December 11, 2001 Memo (De Sole Dkt. No. 236), Ex. 109) Knoedler then researched — without success — whether there was a connection between Mr. X and Gunther Gerzso, a well-known Mexican artist. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1170; de Medeiros Dep. (De Sole Dkt. No. 236), Ex. 9 at 121-22) Knoedler’s research never uncovered a name for Mr. X. (Def. Reply to Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 248) ¶ 1095; Freedman Dep. (De Sole Dkt. No. 236), Ex. 18 at 13, 20-21) B. The 2001 Sale of the “Green Pollock” In late 2001, Freedman and Knoedler sold a purported Jackson Pollock — Untitled 1919 (the “Green Pollock”) — to Jack Levy for $2 million. (Def. R. 56.1 Stmt. (De Sole Dkt. No. 223) ¶ 712; Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1182 J; Knoedler Invoice (De Sole Dkt. No. 236), Ex. 118) Knoedler had purchased this work from Rosales in March 2001 for $750,000. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1182.f) Knoedler included in the provenance of the painting a reference to Ossorio. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1226; Knoedler Invoice (De Sole Dkt. No. 236), Ex. 118 In 2002, Hammer approved an increase in Freedman’s profit sharing percentage from 16% to 25%; that year, Knoedler paid Freedman $673,375.42. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1191-92)) The sale of the Green Pollock was conditioned on a favorable review of the work’s provenance and authenticity by the International Foundation for Art Research (“IFAR”). ■ (Id. ¶ 1201) On October 9, 2003, IFAR issued its report on the Green Pollock (the “IFAR Report”). (Id. ¶¶ 1225, 1235) The IFAR report rejects Knoedler and Rosales’ claim that Ossorio had been involved in the acquisition of the Green Pollock, and notes that there are “disturbing” differences between the materials used to create the Green Pollock and the materials used to create a known Pollock from the same year. (IFAR Report (De Sole Dkt. No. 236), Ex. 140 at 4-7, 8, 10) The report also states that “IFAR’s own extensive archival and other research has turned up no documentary material of any kind linking the painting to Pollock, or Ossorio.” (Id. at 1) The conclusion of the IFAR report reads: “given the several strongly negative opinions [from Pollock experts about the authenticity of the work] and the lack of information as to prior ownership, and with no documentation or other evidence to override the concerns of those who do not accept it as a work by Pollock, we cannot currently support its addition'to the artist’s oeuvre.” (Id. at 10) Based on the IFAR Report, Levy returned the Green Pollock to Knoedler in late 2003, and the Gallery refunded his full purchase price of $2 million. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1256) In December 2003, Freedman informed Hammer that — based on the IFAR Report — Levy wanted to return the Green Pollock and obtain a refund of the $2 million purchase price. (Def. R. 56.1 Stmt. (De Sole Dkt. Nos. 219, 220) ¶¶ 787, 790-91) Hammer read the IFAR report and discussed it with Freedman and other Knoedler executives. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1262-63; Defendants’ Responses to Requests for Admission (De Sole Dkt. No. 236), Ex. 169 at 15; Def. R. 56.1 Stmt. (De Sole Dkt. Nos. 219, 220) ¶¶ 793-94) C. Substitution of David Herbert for Ossorio in Knoedler’s Provenance for the Rosales Paintings . Freedman testified that, “after the IFAR report, I pressed Glafira Rosales for more information, and she went back to Mr. X and called me, I believe it was the following month [November 2003] ... and she said, I have information. The advisor was David Herbert.” (Def. Reply to Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 248) ¶ 1307; Freedman Dep. (De Sole Dkt. No. 236), Ex. 18 at 381) Knoedler never informed IFAR that Knoedler had concluded that David Herbert — and not Ossorio — had acted as Mr. X’s advisor. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1365) Moreover, Knoedler’s search of archives relating to Herbert revealed no evidence of a connection between Herbert and any of the Rosales Paintings. (Id. ¶¶ 1341-42, 1353, 1358-59); Defendants’ Responses to Requests for Admission (De Sole Dkt. No. 236), Ex. 169 at 13) D. The De Soles’ December 2004 Purchase of a “Rothko” In the fall of 2004, the De Soles called Freedman and Knoedler to arrange a meeting to discuss the possible purchase of a painting by Sean Scully. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1370) The De Soles were aware of Knoedler and Freedman’s excellent reputation, having been referred to Knoedler by a friend who collected art, (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1368-69, Domenico De Sole Dep. (De Sole Dkt. No. 236), Ex. 10 at 103-04) During the meeting at Knoe-dler, Freedman told the De Soles that she did not have any Scully works available, and she instead showed them works purportedly created by Rothko and Pollock. (Def. R. 56.1 Stmt. (De Sole Dkt. No. 208) ¶ 447; Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1371-72) Rosales had brought both of these paintings to Knoe-dler. (Def. R. 56.1 Stmt. (De Sole Dkt. No. 208) ¶ 447) Freedman told the De Soles that both works “were owned by a Swiss collector that was a client of Knoedler and he had died and his son had decided to sell the paintings.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1374a; De Sole Rep. (De Sole Dkt, No. 236), Ex. 10 at. 136) Freedman also stated that the Rothko had been authenticated by Christopher Rothko and David Anfam, the author of the Rothko catalogue raisonné. (Def. R. 56.1 Stmt. (De Sole Dkt. No. 208) ¶460; Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1374.g) The De Soles decided to purchase the “Rothko.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶1392) On November 30, 2004, Knoedler sent the De Soles’ agent an invoice — either by Federal Express or by U.S. Mail — for the sale of the work, seeking a payment of $8.3 million. (Id. ¶ 1393) The invoice states: Mark Rothko (1903-1970) Untitled 1956 Oil on canvas 501/8 x 40 1/4 inches Signed and dated on verso A12322 Provenance The Artist Private Collection Switzerland By descent to present owner Literature To be included in the forthcoming supplement to the 1998 Rothko catalogue raisonné under preparation by thé National Gallery of Art, Washington, D.C. (Id. ¶ 1393-94; Knoedler Invoice (De Sole Dkt. No. 236), Ex. 173) An earlier draft of the invoice states that the Rothko is from a private collection in “Mexico and Switzerland.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1395) The Rothko had been consigned to Knoedler in December 2002. (Id. ¶ 1188) ■- Domenico De Sole asked Freedman to put in writing everything she had told the De Soles about the painting. (Id. ¶ 1404) On December 11, 2004, Freedman sent a letter to Laura De Sole that contains the following statements: 1. “This classic Rothko painting was acquired from the artist through the advice and counsel of David Herbert.” 2. “The original owners of the Rothko, a couple whose residences included Switzerland, are now deceased and [the work] was inherited by their son.” 3. Knoedler was “anticipating a loan request from Oliver Wick of the Fondation Beyeler.” 4. “The painting has been viewed by a number of eminent scholars on Rothko as well" as specialists on the Abstract Expressionist movement,” including David Anfam, E.A. Carme-an, Jr., Jack Flam, Laili Nasr, Stephen Polcari, Christopher Rothko, Irving Sandler, Bonnie Clearwater, Earl A. Powell III," Oliver Wick, and Dana Cranmer. 5. “Importantly, Laili Nasr, manager of the Rothko catalogue raisonné project for the National Gallery of Art in Washington, D.C., has written to us about her intension to include the Rothko in the forthcoming cata-logue raisonné supplement.” 6. “Knoedler warrants the authenticity and good title of the painting, Untitled, 1956, and confirms its ‘remarkably good condition.’ ” (Id. ¶ 1419; Def. R. 56.1 Stmt. (De Sole Dkt. No. 223) ¶¶ 614-21, 624; December 11, 2004 letter (De Sole Dkt.'No. 236), Exs. 179,206) ■ ' With respect to the Rothko experts cited by Freedman, Eleanore De Sole believed that Freedman was indicating that “these people had said that [the] painting Was rea!.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1602) After the De Soles received Freedman’s letter, they instructed their agent to make payment to Knoe-dler. (Id. ¶ 1603) On December 17, 2004, the De Soles’ agent wired Knoedler the purchase price of $8.3 million. (Id. ¶ 1605) E. Rosales’ May 2005 Refusal to Attest to the Authenticity of the Rosales Paintings In early May 2005, Freedman and Knoe-dler asked Rosales to sign an “authorization form” that reads as follows: May 10, 2005 Ann Freedman, President Knoedler & Company 19 East 70th St. New York, N.Y. 10021 Dear Ann Freedman, I the undersigned, Mrs. Glafira Rosales, attest that I am the authorized agent, as well as a close family friend, of a private collector residing in Mexico and Switzerland. The owner requests that the family name remain private. The works of art described on the attached list were acquired by the current owner’s father from the artists, with David Herbert as his advisor and agent. The works of art were passed by inheritance to his immediate heirs (son and daughter). I further attest that the owner has had absolute clear title to, the attached list of works of art, and that he has guaranteed their authenticity. I also affirm that I .have had authorization to act as his agent- in the handling of their consignments and/or sales to Knoedler & Company. I assume all legal responsibility' for these statements. (Authorization Form (De Sole Dkt. No. 236), Ex. 203; see. also Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1627) Rosales refused to sign the form, stating that she was “not comfortable about including the authenticity clause.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1628) Rosales explained that the purported owner “has been extremely clear that if we want to continue to do business, these are his terms, so [Rosales] does not want to jeopardize the relationship by pressing him,” and. the request would “raise his hackles.” (Id.; May 26, 2005 Memo (De Sole Dkt. No. 236), Ex. 204) Accordingly, Knoedler revised the authorization form to omit the authenticity clause. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1629; Revised Authorization Form (De Sole Dkt. No. 236), Ex. 2Ó5) Rosales did not identify the collector and his son. F. Howard’s June 2007 Purchase of a “de Kooning” Howard saw a purported de Kooning at the Art Dealers Association of America art fair in 2007. (Def. R. 56.1 Stmt. (De Sole Dkt. No. 208) ¶ 535; Pltf. R. 56.1 Counter Stmt. (De Sole Dkt. No. 232) ¶ 322) Freedman told him “that it was ‘rare’ and rare in the context ... that de Kooning had done very few landscapes, ‘maybe only two or three,’ she’d said, so it had particular value because of its rarity.” (Def. R. 56.1 Stmt. (De Sole Dkt. No. 223) ¶658) Freedman told Howard that the painting had “impeccable” quality and provenance (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1714.b), and that the work was owned by a man Freedman knew directly who had acquired the painting through an inheritance from his father, a prominent Swiss collector. (Id. ¶ 1714.c-d, f). Freedman also told Howard that the owner “want[ed] anonymity” and “so [Freedman] couldn’t disclose [his identity].” (Def. R. 56.1 Stmt. (De Sole Dkt. No. 223) ¶ 661) Freedman informed Howard that she had “personally” purchased a painting from the same owner. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1714.g) Freedman did not disclose to Howard, inter alia, that the work had been delivered to Knoedler by Rosales, that it lacked any supporting documentation, that it was one of approximately 30 paintings delivered from Rosales, and that Freedman had never met and did not know the name of the owner or his father. (Id. ¶ 1716.a-f) Howard decided to purchase the painting. (Id. ¶ 1722) Knoedler’s June 13, 2007 invoice for the “de Kooning” states: Willem de Kooning (1904-1977) Untitled ca. 1956-57 Oil on paper mounted on masonite 20 X 29 inches Signed at upper right corner: “de Koon-ing” A12537 CA 26933 Provenance The artist (via David Herbert ) Private Collection By descent to present owner G. Lagrange’s November 2007 Purchase of the “Lagrange Pollock” In November 2007, Knoedler sold Pierre Lagrange a purported work by Jackson Pollock for $15.3 million (the “Lagrange Pollock”). (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) 111795; Knoedler Invoice (De Sole Dkt. No. 236), Ex. 146) Knoedler paid Rosales $950,000 for this work, which it obtained from her on June 3, 2002. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1796) Prior to the sale of the alleged Pollock, Freedman and Knoedler represented to Lagrange’s agent that the Pollock was genuine and had been deemed authentic by numerous Pollock experts. (Frankfurt Dep. (De Sole Dkt. No. 236), Ex. 17 at 117-18) Freedman and Knoedler further represented that the work would be included in a forthcoming supplement to the Pollock catalogue raisonné then being prepared by the Pollock-Krasner Foundation, (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1793; Frankfurt Dep. (De Sole Dkt. No. 236), Ex. 17 at 78, 93-94, 101-02, 104-05) Freedman and Knoedler also told Lagrange and his agent that the Pollock had been acquired by a private collector through David Herbert, and was being sold by the collector’s son. (Frankfurt Dep. (De Sole Dkt. No. 236), Ex. 17 at 92, 101,105,126) In 2007, Freedman was paid more than $1.3 million. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1799) On April 24, 2008, Hammer increased Freedman’s profit sharing percentage from 25% to 30% of Knoedler’s operating income. (Id. ¶ 1842) H. The Dedalus Foundation’s December 2007 Claim that the “Motherwells” Rosales had Brought to the Knoedler Gallery Were Forged The Dedalus Foundation, Inc. is responsible for the Robert Motherwell catalogue raisonné. In three meetings with Freedman in December 2007 and January 2008, Foundation representatives told Freedman that they believed seven purported Moth-erwell works that Rosales had brought to Knoedler and the Weissman Gallery— owned by a former Knoedler employee— were forged. (Id. ¶ 1800-16) In January 2008, Freedman told Rosales about the Foundation’s claims and the need to prepare a “bona[]fide defense” to these allegations. (Id. ¶ 1828; January 18, 2008 letter (De Sole Dkt. No. 236), Ex. 277) As part of that effort, Freedman and Knoedler asked Rosales to complete a form in which she would disclose the identity of the original collector and his son. Freedman also gave Rosales (1) a confidentiality agreement requiring Knoedler not to disclose any information about the purported owner, and (2) a letter Rosales was to provide to the owner requesting an “emergency meeting,” and informing him that the Dedalus Foundation had “strongly questioned the authenticity and legality of [the Motherwells]” that Rosales had brought to Knoedler, and “suggested] that [Knoedler was] selling and trading in art that is counterfeit.” (January 2008 letters (De Sole Dkt. No. 236), Exs. 274, 277) Rosales did not identify the original collector or his son. ■ In March 2008, Knoedler retained James Martin of Orion Analytical, LLP, to conduct forensic tests of two of the alleged Motherwells Rosales had brought to Knoe-dler. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236)- ¶ 1837; (De Sole Dkt. No. 236), Exs. 281, 282) In October 2008, Orion submitted a draft report indicating that the works were not authentic. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1864-69; Orion Report (De Sole Dkt. No. 236), Ex. 292) Although the two paintings had allegedly been created in 1953 and 1955, the pigments used in the paintings did not exist until ten years later. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1866; Orion Report (De Sole Dkt. No. 236), Ex.. 292 at KG-2614) Moreover, the same acrylic polymer emulsion paint had been used to create both works, and the use of such paint was “‘remarkably inconsistent with what is known about Motherwell’s use of acrylic paints,’ ” “ ‘raising] questions about when the works were actually painted.’” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236). ¶¶ 1867-68; Orion Report (De Sole Dkt. No. 236), Ex. 292 at KG-2614-15) Finally, ‘“both paintings displayed] patterns of circular abrasions, visible only with magnification, that point ... to the use of an electric sander.’” ..(Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1869; Orion Report (De Sole Dkt, No. 236), Ex. 292 at KG-2614-15)- On November 7, 2008, Freedman, An-drade, and a Knoedler researcher met with Rosales. During that meeting, Rosales stated “that the transactions between Mr. X and the artists continued from the late 1940s through 1964.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt.- No. 236) ¶ 1883; November 7, 2008 Memo (De Sole Dkt. No. 236), Ex. 300) Rosales also stated that the current owner “remembers” travelling with his father to artists’ studios and “remembers this ending in 1964.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1884; November 7, 2008 Memo (De Sole Dkt. No. 236), Ex. 300) At the meeting, Andrade commented that “David Herbert and Ossorio were close friends,” and both Andrade and Rosales then suggested that “Mr. X may have met David [Herbert] through Ossorio.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1885; November 7, 2008 Memo (De Sole Dkt. No. 236), Ex. 300) The next day — November 8, 2008 — Rosales signed the following statement: I am a close friend (for over thirty years) to the family of and a liaison on behalf of a gentleman, currently residing in Mexico, with family homes in Switzerland. He' prefers information about himself and his family to remain private and confidential. The artworks were acquired by the current owner’s father directly from the various artists, and were passed by inheritance to his immediate hems (son and daughter). It has recently been explained and clarified, in discussion with the owner, that his father, the original owner, was active in acquiring the works between the late 1940s and 1964. The works were acquired “off the record,” directly from the artist’s studios during trips made to New York related to the family business. It is interesting to note that the family had business in common with Alfonso Ossorio’s family (the sugar business). 'In the early years of collecting activity Alfonso Ossorio was his primary advisor. Later (after 1951, during the Parsons and Janis years), David Herbert (a close friend of Ossorio’s) gradually became the collector’s primary advisor, in his role as dealer to the artists both in and outside of the gallery system, and he continued in that role through 1964. This was of significant financial support to the. artists. The owner stopped travelling to New York due to a change in the family’s business activities, and at the same time ceased purchasing works of art. The above information is accurate and true to the best of my knowledge. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1886; November 8, 2008 Statement (De Sole Dkt. No. 236), Ex. 301) I. The September 2009 Grand Jury Subpoena, the Termination of Freedman’s Employment, and Hammer’s Direction that No Additional Rosales Paintings be Sold On August 31, 2009, 8-31’s board of directors passed a resolution forming a Special Committee to investigate the purchases of artwork by Knoedler from Rosales and subsequent sales and attempted sales of this artwork. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1928; 8-31 Board Resolution (De Sole Dkt. No. 236), Ex. 312) By August 2009, all Rosales Paintings in ‘Knoedler’s inventory were placed on a “not for sale” list. (Def. R. 56.1 Stmt. (De Sole Dkt. Nos. 219, 220) ¶¶ 888, 893) Knoedler had six unsold Rosales Paintings at that time. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1984) On September 17, 2009, Hammer requested and obtained a “complete list of the Rosales paintings with date acquired, cost, date sold, selling price, etc.” (Id. ¶ 1930; September 17, 2009 email and List of Rosales Paintings (De Sole Dkt. No. 236), Ex. 53) On September 22, 2009, Knoedler was served with a grand jury subpoena. See September 24, 2009 email (De Sole Dkt. No. 236), Ex. 315. The subpoena related to the Rosales Paintings. (Freedman Lagrange Tr. (De Sole Dkt. No. 236), Ex. 51 at 136; October 29, 2009 letter (De Sole Dkt. No.-236), Ex. 316; Hammer Dep. (De Sole Dkt. No. 236), Ex. 21 at 297) The following month, Hammer decided to put Freedman on administrative leave, a decision Freedman opposed. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶¶ 1936, 1938-39) At an October 16, 2009 meeting, Hammer told Freedman that the leave of absence was prompted by the grand jury subpoena. (Id. ¶¶ 1938, 1941) Within weeks of being put on administrative leave, Freedman resigned her position at Knoe-dler. (Id. ¶ 1947) On October 27, 2009, Hammer sent a letter to Knoedler clients stating, with no explanation, that Freedman had “resigned.” (Id ¶ 1954) The letter also states: “I wish ... to let you know that I have every confidence in a vibrant and vital future for the gallery.” (Id. ¶ 1955; October 27, 2009 letter (De Sole Dkt. No. 236), Ex. 308) In 2009, Knoedler incurred an operating loss of approximately $2.3 million, and in 2010 it suffered a $1.6 million loss. (Pltf, R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1960; Hammer Decl. in Opp. to TRO (De Sole Dkt. No. 236), Ex. 46 ¶ 3)' J. The Knoedler Gallery Closes By July 2011, Knoedler was receiving numerous calls from customers expressing concerns about the authenticity of works they had purchased from Knoedler. (Knoedler call log (De Sole Dkt. No. 236), Ex. 78) Hammer decided to close Knoedler on November 30, 2011, and announced the closing that same day. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1979; Def. R. 56.1 Stmt. (De Sole Dkt. No. 228) ¶ 1000; Knoedler Resolution (De Sole Dkt. No; 236), Ex. .-325) In connection with the closing;' 8-31 and Hammer adopted and approved a “liquidation plan” for Knoedler, which Hammer signed on behalf of both 8-31 and Knoedler. (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 2039; Liquidation Plan (De Sole Dkt. No. 236), Ex. 325 at KG-11112) ' Knoedler’s' 2011/2012 financial statements show that it issued $23.9 million in distribution's to 8-31 at this time. These monies had previously been classified as interdivisional’ receivables. (8-31 Consolidated Financial Statements (De Sole Dkt. No. 236), Exs. 3424344; Def. R. 56.1 Stmt. (De Sole Dkt. No. 219). ¶¶ 971, 973-74) On December 1, 2011, Pierre Lagrange filed a lawsuit in the Southern District of New York alleging that the purported Pollock. he had purchased was a forgery. (Lagrange Cmplt. (De Sole Dkt. No. 236), Ex. 326) On December 2, 2011, & New York Times article reported on the F.B,I.’s investigation of Knoedler and the abrupt closing of the Gallery. (“Possible Forging of Modern Art is Investigated,” New York Times (De Sole Dkt. No. 236), Ex. 327) Rosales has since admitted that all of the works she sold to Knoedler were “fakes created by an individual residing in Queens.” (Pltf. R. 56.1 Add. Stmt. (De Sole Dkt. No. 236) ¶ 1023-24; Rosales guilty plea allocution (De Sole Dkt. No. 236), Ex. 42 at 26-27) Rosales has also admitted that she “agreed with others” to sell the forged works and “to make false representations as to the authenticity and provenance of those works.” (Rosales guilty plea allocution (De Sole Dkt. No. 236), Ex. 42 at 26) II. PROCEDURAL HISTORY The De Sole action was filed on March 28, 2012, and the Howard action was filed on July 6, 2012. (Cmplt. (De Sole Dkt. No. 1); Cmplt. (Howard Dkt. No. 1)) Defendants filed motions to dismiss (De Sole Dkt. Nos. 24, 27, 63, 71, 75; Howard Dkt. Nos. 35, 39, 45, 48, 74, 76), and on September 30, 2013, this Court granted in part and denied in part Defendants’ motions. De Sole v. Knoedler Gallery, LLC, 974 F.Supp.2d 274, 285-321 (S.D.N.Y.2013). On November 4, 2013, the De Sole Plaintiffs filed a Second Amended Complaint (“SAC”) (De Sole Dkt. No. 118) and Howard filed an Amended Complaint (Howard Dkt. No. 179). The De Sole SAC pleads the following causes of action: (1) substantive RICO and RICO conspiracy claims against all Defendants; ■ (2) fraud and fraudulent concealment claims against Knoedler, Freedman, and 8-31; (3) a fraud conspiracy claim against Hammer, 8-31, and Andrade, among others; (4)an aiding and abetting fraud claim against Hammer, 8-31, and An-drade, among others; (5) a breach of warranty claim against Knoedler; and ■ (6) claims of unilateral mistake and mutual mistake against Knoedler. (SAC (De Sole Dkt. No. 118) ¶¶ 181-292) The Howard Amended Complaint pleads the following causes of action: (1) substantive RICO and RICO conspiracy claims against all Defendants; (2) a fraud claim against Knoedler and Freedman; (3) a fraudulent concealment claim against Hammer, 8-31, Knoedler, and Freedman; (4) a fraud conspiracy claim against all Defendants; (5) an aiding and abetting fraud claim against Hammer, 8-31, and An-diade, among others; (6) a breach of warranty claim against Knoedler; and , (7) claims of unilateral mistake and mutual mistake against Knoedler. (Am. Cmplt. (Howard Dkt. No. 179) ¶¶ 259-391) Defendants 8-31, Hammer, and Knoe-dler filed motions to dismiss the De Soles’ Second Amended Complaint and Howard’s Amended Complaint. (De Sole Dkt. Nos. 210, 211, 213, 215; Howard Dkt. Nos. 264, 266, 268) On September 30, 2015, this Court granted in part and denied in part Defendants’ motions to dismiss. (De Sole Dkt. No. 260; Howard Dkt. No. 319) In De Sole, this Court dismissed Plaintiffs’ fraud and fraudulent concealment claims against 8-31 to the extent that those claims are premised on the notion that 8-81 is liable for Knoedler’s actions under the doctrine of respondeat superior. In Howard, this Court dismissed Plaintiffs (1) fraudulent concealment claim against Hammer; (2) breach of warranty claim against Knoe-dler; and (3) fraud conspiracy claim against 8-31. Defendants’ motions to dismiss were otherwise denied. All Defendants have moved for summary judgment on the remaining claims against them. See De Sole Dkt. Nos. 206, 217, 221, 226, 238; Howard Dkt. Nos. 270, 277,281,284,288. DISCUSSION I. SUMMARY JUDGMENT STANDARD Summary judgment is warranted when a moving party shows that “there is no genuine dispute as to any material fact” and that that party “is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). “A dispute about a ‘genuine issue’ exists for summary judgment purposes where the evidence is such that a reasonable jury could decide in the non-movant’s favor.” Beyer v. Cnty. of Nassau, 524 F.3d 160, 163 (2d Cir.2008) (citing Guilbert v. Gardner, 480 F.3d 140, 145 (2d Cir.2007)). “ ‘[Wjhere the non[-]moving party will bear the burden of proof at trial, Rule 56 permits the moving party to point to an absence of evidence to support an essential element of the non[-]moving party’s claim.’” Lesavoy v. Lane, No. 02 Civ. 10162, 2008 WL 2704393, at *7 (S.D.N.Y. July 10, 2008) (quoting Bay v. Times Mirror Magazines, Inc., 936 F.2d 112, 116 (2d Cir.1991)). In deciding a summary judgment motion, the Court “ ‘resolve[s] all ambiguities, and credit[s] all factual inferences that could rationally be drawn, in favor of the party opposing summary judgment.’ ” Spinelli v. City of New York, 579 F.3d 160, 166 (2d Cir.2009) (quoting Brown v. Henderson, 257 F.3d 246, 251 (2d Cir.2001)). However, a “ ‘party may not rely on mere speculation or conjecture as to the true nature of the facts to overcome a motion for summary judgment____[Mjere conclusory allegations or denials ... cannot'by themselvés create a genuine issue of material fact where none would otherwise exist.’” Hicks v. Baines, 593 F.3d 159, 166 (2d Cir.2010) (alteration in original) (quoting Fletcher v. Atex, Inc., 68 F.3d 1451, 1456 (2d Cir.1995)). “Assessments of credibility and choices between conflicting versions of the events are matters for the jury, not for the court on summary judgment.” Eviner v. Eng, No. 13 Civ. 6940(ERK), 2015 WL 4600541, at *6 (E.D.N.Y. July 29, 2015) (quoting Rule v. Brine, Inc., 85 F.3d 1002, 1011 (2d Cir.1996)). Jjí r{» Because Freedman’s scienter or lack of scienter is at the heart of this case, the Court’s analysis of Defendants’ summary judgment motions begins with Freedman and Knoedler’s motions directed at Plaintiffs’ fraud and fraudulent concealment claims. II. FRAUD AND FRAUDULENT CONCEALMENT Freedman and Knoedler argue that they are entitled to summary judgment on Plaintiffs’ fraud and fraudulent concealment claims because (1) there is no evidence that Freedman acted with scienter, and (2) Plaintiffs .have not demonstrated that their reliance was justifiable. (Freedman Br. (De Sole Dkt. No. 207) at 17-18, 23; Freedman Reply Br. (De Sole Dkt. No. 245) at 3; Freedman Br. (Howard Dkt. No. 278) at 1, 18, 23; Freedman Reply Br. (Howard Dkt. No. 308) at 3) A. Applicable Law To prevail on a fraud claim under New York law, plaintiff must establish,- by clear and convincing evidence: (1) a material misrepresentation or omission of fact (2) made by defendant .with knowledge of its falsity (3) and intent to defraud; (4) reasonable reliance on . the part of the -plaintiff; and (5) resulting damage to the plaintiff, Crigger v. Fahnestock & Co., 443 F.3d 230, 234 (2d Cir.2006) (citing Schlaifer Nance & Co. v. Estate of Warhol, 119 F.3d 91, 98 (2d Cir.1997)). “The elements of a fraudulent concealment claim under New York law are: (1) a duty to disclose material facts; (2) knowledge of material facts by a party bound to make such disclosures; (3) failure to discharge a duty to disclose; (4) scienter; (5) reliance; and [(6)] damages.” Woods v. Maytag Co., 807 F.Supp.2d 112, 124 (E.D.N.Y.2011) (citing Aetna Cas. & Sur. Co. v. Aniero Concrete Co., Inc., 404 F.3d 566, 582 (2d Cir.2005)). With respect to the duty to disclose, “New York recognizes a cause of action to recover damages for fraud based on concealment, where the party to be charged has superior knowledge or means of knowledge, such that the transaction without disclosure is rendered inherently unfair,” Miele v. Am. Tobacco Co., 2 A.D.3d 799, 803, 770 N.Y.S.2d 386 (2d Dept.2003); see also Abrams v. Gen. Motors Corp., 120 Misc.2d 371, 374, 466 N.Y.S.2d 124 (N.Y.Sup.Ct.1983) (“If one party has superior knowledge or has a means of knowledge not available to both parties, then he is under a legal obligation to speak and silence would constitute fraud.”); Nasaba Corp. v. Harfred Realty Corp., 287 N.Y. 290, 293, 39 N.E.2d 243 (1942) (“Concealment with- intent to defraud of facts which one is duty-bound in honesty to disclose is of the same legal effect and significance as affirmative misrepresentations of fact.”). “ ‘Clear and convincing evidence is evidence that makes the fact to be proved “highly probable.” ’ ” Century Pac., Inc. v. Hilton Hotels Corp., 528 F.Supp.2d 206, 219 (S.D.N.Y.2007), aff'd, 354 Fed.Appx. 496 (2d Cir.2009) (quoting Abernathy-Thomas Eng’g Co. v. Pall Corp., 103 F.Supp.2d 582, 595-96 (E.D.N.Y.2000) (quoting 1A New York Pattern Jury Instructions-Civil § 1:64 (3d ed.1999))). “Clear and convincing evidence may, however, be circumstantial, even on summary judgment.” Id. “As the moving party, Defendants have the burden of demonstrating an absence of clear and convincing evidence substantiating Plaintiffs’ claims.” Id. “ ‘If, as to the issue on which summary judgment is sought, there is any evidence in the record from any source from -which a reasonable. inference could be drawn in favor of the nonmoving party, summary judgment is improper.’ ” - Id. (quoting Chambers v. TRM Copy Ctrs. Corp., 43 F.3d 29, 37 (2d Cir.1994)). 1. Scienter “The scienter element for [New York common law fraud] claims is essentially the same as that under federal securities laws.” Saltz v. First Frontier, LP, 782 F.Supp.2d 61, 75 (S.D.N.Y.2010), aff'd sub nom. Saltz v. First Frontier, L.P., 485 Fed.Appx. 461 (2d Cir.2012); see also Dodona I, LLC v. Goldman, Sachs & Co., 847 F.Supp.2d 624, 639 (S.D.N.Y.2012) (“ ‘Because the elements of common-law fraud in New York are substantially identical to those governing § 10(b), the identical analysis applies.’ ”) (quoting In re Optimal U.S. Litig., 837 F.Supp.2d 244, 252 (S.D.N.Y.2011)). Scienter is a “mental state embracing intent to deceive, manipulate, or defraud.” Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 319, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007) (quotation marks and citations omitted). “Plaintiffs may satisfy the scienter requirement by producing ‘evidence of conscious misbehavior or recklessness.’” Gould v. Winstar Commc’ns, Inc., 692 F.3d 148, 158 (2d Cir.2012) (quoting ECA, Local 134 IBEW Joint Pension Trust of Chicago v. JP Morgan Chase Co., 553 F.3d 187, 198 (2d Cir.2009)); see also Teamsters Local 445 Freight Div. Pension Fund v. Dynex Capital Inc., 531 F.3d 190, 194 (2d Cir.2008) (“[R]ecklessness is a sufficiently culpable mental state in the securities fraud context.”) “Scienter based on conscious misbehavior ... requires a showing of ‘deliberate illegal behavior,’ a standard met “when it is clear that a scheme, viewed broadly, is necessarily going to injure.’” Gould, 692 F.3d at 158 (quoting Novak v. Kasaks, 216 F.3d 300, 308 (2d Cir.2000); AUSA Life Ins. Co. v. Ernst & Young, 206 F.3d 202, 221 (2d Cir.2000)). “Scienter based on recklessness may be demonstrated where a defendant has engaged in conduct that was ‘highly unreasonable, representing an extreme departure from the standards of ordinary care .... to the extent that the danger was either known to the defendant or so obvious that the defendant must have been aware of it.’ ” Gould, 692 F.3d at 158-59 (quoting Rothman v. Gregor, 220 F.3d 81, 90 (2d Cir.2000)); Chill v. Gen. Elec. Co., 101 F.3d 263, 269 (2d Cir.1996) (recklessness is “conduct [that] is, at the least, ... highly unreasonable and which represents an extreme departure from the standards of ordinary care ... to the extent that the danger was either known to the defendant or so obvious that the defendant must have been aware of it.”) (internal citation and quotation marks omitted). “Recklessness may be established where a defendant ‘failed to review or check information that [it] had a duty to monitor, or ignored obvious signs of fraud.’ ” Gould, 692 F.3d at 159 (quoting Novak, 216 F.3d at 308). “ ‘Am egregious refusal to see the obvious, or to investigate the doubtful, may in some cases give rise to an inference of ... recklessness.’ ” Chill, 101 F.3d at 269 (quoting Goldman v. McMahan, Brafman, Morgan & Co., 706 F.Supp. 256, 259 (S.D.N.Y.1989)) The' Second Circuit is “ ‘lenient in allowing scienter issues to withstand summary judgment based on fairly tenuous inferences,’ because such issues are ‘appropriate for resolution by the trier of fact.’ ” In re DDAVP Direct Purchaser Antitrust Litig., 585 F.3d 677, 693 (2d Cir.2009) (quoting Press v. Chem. Inv. Servs. Corp., 166 F.3d 529, 538 (2d Cir.1999)). “In a [Section] 10(b) action, a court may not grant such relief to the defendants on the ground of lack of scienter unless the plaintiff has failed to present facts that can support an inference of bad faith or an inference that defendants acted with an intent to deceive.” Wechsler v. Steinberg, 733 F.2d 1054, 1059 (2d Cir.1984). ‘“Whether a given intent existed is generally a question of fact,’ appropriate for resolution by the trier of fact.” Press, 166 F.3d at 538 (quoting Grandon v. Merrill Lynch & Co., 147 F.3d 184, 194 (2d Cir.1998)); see also S.E.C. v. First Jersey Sec., Inc., 101 F.3d 1450, 1467 (2d Cir.1996) (“Whether or not a given intent existed, is, of course, a question of fact.”). Nevertheless, “even where state of mind is at issue, summary judgment may be proper ‘where a plaintiff has failed to make a showing of wrongful intent on the part of the defendant sufficient for a reasonable jury to find for plaintiff on that issue.’ ” Cramer v. Devon Grp., Inc., 774 F.Supp. 176, 182 (S.D.N.Y.1991) (quoting Lawford v. New York Life Ins. Co., 739 F.Supp. 906, 913 (S.D.N.Y.1990)). 2. Reliance “In assessing whether reliance on allegedly fraudulent misrepresentations is reasonable or justifiable, New York takes a contextual view, focusing on the level of sophistication of the parties, the relationship between them, and the information available at the time of the operative decision.” JP Morgan Chase Bank v. Winnick, 350 F.Supp.2d 393, 406 (S.D.N.Y.2004). “ ‘Where a party has the means to discover the true nature of the transaction by the exercise of ordinary intelligence, and fails to make use of those means, he cannot claim justifiable reliance on defendant’s misrepresentations.’” Brunner v. Estate of Lax, 47 Misc.3d 1206(A), 2015 WL 1509815 at *10 (N.Y.Sup.Ct.2015) (quoting Stuart Silver Assoc. v. Baco Dev. Corp., 245 A.D.2d 96, 98-99, 665 N.Y.S.2d 415 (1st Dept.1997)). Stated differently, “ ‘if the facts represented are not matters peculiarly within the [defendant’s] knowledge, and the [plaintiff] has the means available to [it] of knowing,-by the exercise of ordinary intelligence, the truth or the real quality of the subject of the representation,' [the plaintiff] must make use of those means, or [it] will not be heard to complain that [it] was induced to enter into the transaction by misrepresentations.’ ” ACA Fin. Guar. Corp. v. Goldman, Sachs & Co., 25 N.Y.3d 1043, 1044 (2015) (quoting Schumaker v. Mather, 133 N.Y. 590, 596, 30 N.E. 755 (1892)); see also Estate of Warhol, 119 F.3d at 98 (“[I]f the plaintiff ‘has the means of knowing, by the exercise of ordinary intelligence, the truth, or the real quality of the subject of the representation, he must make use of those means, or he will not be heard to complain that he was induced to enter into the transaction by misrepresentations.’ ”) (quoting Mallis v. Bankers Trust Co., 615 F.2d 68, 80-81 (2d Cir.1980) (applying New York law), abrogated in part on other grounds by Peltz v. SHB Commodities, 115 F.3d 1082, 1090 (2d Cir.1997)). Notably, “the obligation to [make use of the means of verification] must be understood as contingent on either ‘indisputable access to. truth-revealing information,’ ... or some suspicious event, or information triggering the duty to inquire.” Winnick, 350 F.Supp.2d at 410 (quoting Doehla v. Wathne Ltd., Inc., No. 98 Civ. 6087(CSH), 1999 WL 566311, at *11 (S.D.N.Y. Aug. 3, 1999) (emphasis in Doehla)). Moreover, “ ‘New York cases recognize that the peculiar knowledge exception applies not only where the facts allegedly misrepresented literally were within the exclusive knowledge of the defendant, but also where the truth theoretically might have been discovered, though only with extraordinary effort or great difficulty.’” Id. (quoting DIMON Inc. v. Folium, Inc., 48 F.Supp.2d 359, 368 (S.D.N.Y.1999) and citing Lazard Freres & Co. v. Protective Life Insurance Co., 108 F.3d 1531, 1542 n. 9 (2d Cir.1997) (noting that New York law does not require that the information be “available only to the defendant and absolutely unknowable by the plaintiff before reliance can be deemed justified”)); Mallis, 615 F.2d at 80 (“[I]ndeed some cases have imposed liability in situations in which plaintiff could have determined the truth with relatively modest investigation.”). Courts consider multiple factors in evaluating the reasonableness of a plaintiffs reliance, including the following: whether the [plaintiff] received any “clear and direct” signs of falsity, see Winnick, 350 F.Supp.2d at 408; whether the [plaintiff] had access to relevant information, see Sawabeh Info. Servs. Co. v. Brody, 832 F.Supp.2d 280, 297-98 (S.D.N.Y.2011); whether the [plaintiff] received a. written (purported) confirmation of the truthfulness of the representations at issue, see DDJ Mgmt., LLC v. Rhone Grp. L.L.C., 15 N.Y.3d 147, 154-55, 905 N.Y.S.2d 118, 931 N.E.2d 87 (2010), and whether the [plaintiff] is “sophisticated,” see Crigger v. Fahnestock & Co., 443 F.3d 230, 235 (2d Cir.2006). Coraud LLC v. Kidville Franchise Co., 121 F.Supp.3d 387, 394, No. 14 Civ. 9105(JSR), 2015 WL 4930990, at *4 (S.D.N.Y. Aug. 15, 2015); see also Emergent Capital Inv. Mgmt., LLC v. Stonepath Grp., Inc., 343 F.3d 189, 195 (2d Cir.2003) (“In assessing the reasonableness of a plaintiffs alleged reliance, we consider the entire context of the transaction, including factors such as its complexity and magnitude, the sophistication of the parties, and the content of any agreements between them.”) (citation omitted). “[T]he greater the sophistication of the investor, the more inquiry that is required.” Crigger, 443 F.3d at 235; see also Winnick, 350 F.Supp.2d at 406 (“[Sophisticated business entities are held to a higher standard.”).- “As a matter of law, ‘a sophisticated plaintiff cannot establish that it entered into an arm’s length transaction in justifiable reliance on alleged misrepresentations if that plaintiff failed to make use of the means of verification that were available to it.’” ACA Galleries, Inc. v. Kinney, 928 F.Supp.2d 699, 703 (S.D.N.Y.2013) (quoting HSH Nordbank AG v. UBS AG, 95 A.D.3d 185, 194-95, 941 N.Y.S.2d 59 (1st Dept.2012) (internal quotation marks omitted)), aff'd, 552 Fed.Appx. 24 (2d Cir.2014); see also Crigger, 443 F.3d at 235 (“Where sophisticated businessmen engaged in major transactions enjoy access to critical information but fail to take advantage of that access, New York courts are particularly disinclined to entertain claims of.justifiable reliance.’”) (quoting Grumman Allied Indus. v. Rohr Indus., Inc., 748 F.2d 729, 737 (2d Cir.1984)). “Moreover, ‘when the party to whom a misrepresentation is made has hints of its falsity, a heightened degree of diligence is required of it. It cannot reasonably rely on such representations -without making additional inquiry to determine their accuracy.’ ” ACA Fin. Guar. Corp., 25 N.Y.3d at 1044-45, 10 N.Y.S.3d 486, 32 N.E.3d 921 (quoting Centro Empresarial Cempresa S.A. v. America Móvil, S.A.B. de C.V., 17 N.Y.3d 269, 279, 929 N.Y.S.2d 3, 952 N.E.2d 995 (2011)). “This rule applies where the ‘[c]ircumstanees [are] so suspicious as to suggest to a reasonably prudent plaintiff that the defendants’ representations may be false’; in such cases, a plaintiff ‘cannot reasonably rely on those representations, but rather must “make additional inquiry to determine their accuracy.”’” Winnick, 350 F.Supp.2d at 406 (alterations in original) (quoting Estate of Warhol, 119 F.3d at 98 (quoting Keywell Corp. v. Weinstein, 33 F.3d 159, 164 (2d Cir.1994))). Under New York’s contextual approach, “ ‘[t]he question of what constitutes reasonable reliance is always nettlesome because it is so fact-intensive.’ ” DDJ Mgmt., LLC, 15 N.Y.3d 147, 155, 905 N.Y.S.2d 118, 931 N.E.2d 87 (2010) (quoting Estate of Warhol, 119 F.3d at 98) “[Reasonable reliance is therefore a question normally reserved for the finder of fact and not usually amenable to summary judgment.” Coraud, 121 F.Supp.3d at 394, 2015 WL 4930990, at *4. B. Analysis Freedman and Khoedler do not dispute that material misrepresentations and omissions were made and that Plaintiffs suffered damages. They contend, however, that Plaintiffs’ fraud and fraudulent concealment claims fail because Plaintiffs have not put forth evidence demonstrating that (1) Freedman acted with scienter (i.e., that her statements were made recklessly or with intent to deceive),, and (2) that Plaintiffs’ reliance was justifiable. (Freedman Br. (De Sole Dkt. No. 207) at 17-18, 23; Freedman Reply Br. (De Sole Dkt. No. 245) at 3; Freedman Br. (Howard Dkt. No. 278) at 1, 17-18,. 23-24; Freedman Reply Br. (Howard Dkt. No. 308) at 3) 1. Scienter Freedman argues that no reasonable jury could find by clear and convincing evidence that she acted with scienter. (Freedman Br. (De Sole Dkt. No. 207) at 17; Freedman Br. (Howard Dkt. No. 278) at 17) In this regard, Freedman cites her efforts to (1) exhibit the works “all over the world”; (2) hire a “celebrated art historian” to investigate the works’ provenance; and (3) have the Rosales Paintings “validated by esteemed art experts of Abstract Expressionism.” (Freedman Br. (De Sole Dkt. No. 207) at 17; Freedman Br. (Howard Dkt. No. 278) at 17-18) Freedman notes that she he