“Hostile Appropriation by a Co-Owner” and “Active Concealment” as Dual Triggers for Conversion & Equitable Estoppel: An In-Depth Commentary on Su v. Yeh, 24-0653 (2d Cir. 2025)

1. Introduction

Background. Su v. Yeh concerns a priceless bronze ritual wine vessel from China’s Middle Western Zhou dynasty. Fifty-percent co-owners Yeh Yeo Hwang (“Yeh”) and Wei Su (“Su”) became locked in a transnational dispute following Su’s purchase of the other 50 % share from a third party (Zhang) in 2007—despite Su’s knowledge of Yeh’s interest.

Key Issues on Appeal.

1. Whether Su’s conduct constituted conversion under New York law even though he was a co-owner in possession.
2. Whether Su’s twelve-year “elaborate scheme” to hide his actions merited equitable estoppel, thereby tolling the three-year statute of limitations.
3. Whether the district court improperly denied Su’s Rule 12(c) and Rule 56 motions.

The Second Circuit (Menashi, Pérez, Nathan JJ.) affirmed the district court in full, endorsing Judge Caproni’s post-trial rulings that (i) Su converted Yeh’s half interest in 2007, and (ii) Su was equitably estopped from pleading the statute of limitations.

2. Summary of the Judgment

The Court:

• Declined to revisit denials of Su’s pre-trial motions, citing Dupree v. Younger (2023) and Ortiz v. Jordan (2011) (“trial record supersedes”).
• Held that Su’s “hostile appropriation” transcended mere co-owner possession and therefore satisfied both prongs of New York conversion—(a) Yeh’s possessory interest and (b) Su’s unauthorized dominion.
• Affirmed equitable estoppel, finding Su actively concealed the conversion from 2007–2018, and Yeh acted diligently by filing within six months of learning Su’s identity.
• Left intact the remedy: sale of the vessel for $5.4 million with net proceeds split equally.

3. Detailed Analysis

3.1 Precedents Cited & Their Influence

• Colavito v. N.Y. Organ Donor Network, 8 N.Y.3d 43 (2006) – Defines conversion in New York; provided the basic two-element test adopted by the district court and Second Circuit.
• Osborn v. Schenck, 83 N.Y. 201 (1880) & Gates v. Bowers, 169 N.Y. 14 (1901) – Century-old decisions holding that conversion by a co-owner arises only when possession becomes “hostile appropriation.” The panel revitalised these cases, clarifying that the doctrine applies with equal force today.
• Farkas v. Farkas, 168 F.3d 638 (2d Cir. 1999) & Gen. Stencils, Inc. v. Chiappa, 18 N.Y.2d 125 (1966) – Authority that active concealment alone—without fiduciary duty—can create equitable estoppel.
• Zumpano v. Quinn, 6 N.Y.3d 666 (2006); Ross v. Louise Wise Servs., 8 N.Y.3d 478 (2007); Corsello v. Verizon, 18 N.Y.3d 777 (2012) – “Mere silence” is insufficient. The Circuit distinguished these because Su engaged in affirmative acts, not simple nondisclosure.
• DeSuze v. Ammon, 990 F.3d 264 (2d Cir. 2021) – Standard of appellate review for equitable estoppel (mixed standard).

3.2 Legal Reasoning

1. Conversion.
   The Court reiterated that a co-owner may convert jointly owned property when his conduct excludes the other’s beneficial enjoyment. Su not only possessed; he:
   • bought full title knowing of Yeh’s half;
   • twice attempted to auction the vessel as sole owner;
   • filed quiet-title actions omitting Yeh; and
   • ignored Yeh’s repeated inquiries.
   This pattern satisfied the Osborn/Gates “hostile appropriation” threshold.
2. Equitable Estoppel.
   The district court’s finding of an “elaborate scheme” was key. The Circuit parsed three elements:
   1. Active Concealment: Su and his agents’ refusal to answer inquiries, forging or withholding documents, and secret litigation constituted affirmative acts.
   2. Causal Link: Yeh’s ignorance of Su’s identity and the vessel’s whereabouts was caused by those acts, satisfying Zumpano.
   3. Due Diligence: Once Yeh learned Su’s identity (via 2018 court-ordered notice), he filed within six months—well under the three-year period, meeting Abbas v. Dixon’s reasonableness test.
3. Procedural Posture. By invoking Dupree/Ortiz, the panel clarified that once factual disputes are tried, pre-trial denials are unreviewable “ancient history.”

3.3 Potential Impact

Although issued as a “summary order” (thus non-precedential under Local Rule 32.1.1), the decision is instructive and likely to be cited for persuasive value:

• Conversion Doctrine: Reinforces that co-ownership is not an absolute defense. Any “hostile appropriation” or dealings in derogation of another’s rights equals conversion.
• Statute-of-Limitations Tolling: Confirms that active concealment alone—without a fiduciary relationship—tolls claims. Art and antiquities disputes, often spanning decades and multiple jurisdictions, will rely on this reasoning.
• Auction-House Practice: Sotheby’s exemplary reaction (withdrawing the object, interpleading rivals) versus Chongyuan’s concealment serves as a cautionary tale for international auction houses.
• Litigation Strategy: Defendants contemplating strategic silence or secret proceedings may face equitable estoppel, even where limitations statutes seem iron-clad.

4. Complex Concepts Made Simple

• Conversion – A civil “theft” claim. If you take someone’s property and treat it as yours without permission, you convert it.
• Co-Ownership vs. Hostile Appropriation – Holding joint property is lawful; but if you act like the sole owner and block your partner’s rights, your possession turns hostile and becomes conversion.
• Equitable Estoppel – A fairness doctrine: you can’t hide or lie and later benefit from a deadline you caused the other side to miss.
• Active Concealment vs. Mere Silence – Doing things to keep someone in the dark (e.g., false paperwork, secret lawsuits) is “active”; simply saying nothing is “mere silence.” Only the former tolls the limitations clock absent special duties.
• Statute of Limitations – Deadlines for suing. For conversion in NY, it is typically three years.
• Interpleader – A lawsuit where a middle-man (here, Sotheby’s) asks the court to decide ownership so it isn’t exposed to double liability.
• Summary Order – A short appellate disposition that lacks formal precedential authority but still reflects the court’s reasoning and can guide future courts.

5. Conclusion

Su v. Yeh offers two crucial lessons:

1. A co-owner who actively thwarts another’s enjoyment—especially by selling or attempting to sell the whole—commits conversion.
2. Active concealment, even without fiduciary duty, tolls the limitations clock through equitable estoppel, provided the plaintiff acts reasonably once the veil lifts.

While formally non-precedential, the opinion synthesises century-old New York authority with modern cross-border art disputes. Future litigants in cultural-property, partnership, and conversion cases will likely invoke its reasoning to pierce statutes of limitation and clarify the fine line between lawful co-possession and actionable “hostile appropriation.”