Doctrine · Sincerity & the Law
The Axioms of Sincerity
In the spirit of transparency (at the advice of our counsel) we hereby submit ten axioms of Sincerity.
This page speaks in two registers, and labels each one.
Civil register
Plain words, meant to be read literally and relied on. This is the fine print.
Conceptual register
The artwork. It binds only those who hold the Concept, and no court is asked to enforce it.
Where the two seem to disagree, the civil register governs, and a signed instrument governs both.
The Ten Axioms
Conceptual register
We capitalize the ‘S’
Our entire performance and practice relies on what the courts define as Sincere belief.
A court may ask whether a belief is truly held. It may not ask whether the belief is true. “Men may believe what they cannot prove.” — United States v. Ballard, 322 U.S. 78 (1944).
The ‘b’ is minuscule
We are anti-orthodoxy. Praxis as rigorous thought.
We come in peace
The individuals are spared, the corporations are in our sights.
Brand awareness
Whose control are you really under?
We sell the work, never the return
No artifact is offered as an investment, and no one is told it will be worth more tomorrow. If you are buying it to sell it, do not buy it.
Disclosure is liturgy
How a work was made, who made it, and what binds it are told before the sale, in full, and travel with the object. We make the fiction and sign our name to it.
Consent is renewed, never assumed
No one is bound by a covenant they did not sign. Each new holder signs again.
The maker passes with the work
The hand that made the object keeps a share in its every life. This is fairness to artists, not a financial product.
Sincerity is not immunity
The Concept is immune; the people are not, and do not ask to be. Our belief exempts no one from any law, so we built the work to need no exemption.
The Heavy Legal Disclaimer
Civil register
Plain words, to be read literally. This applies to every surface of the Church of Conceptual Art, and to every entity that issues or sells its works.
- Not an offer of securities
- Nothing on this site, or on any other surface of the Church of Conceptual Art or of any entity that issues or sells its works, is an offer to sell, or a solicitation of an offer to buy, a security, an investment contract, or any other financial product.
- Sold as art
- Works are sold as works of art, to be kept and lived with. No one acting for the Church represents that any work will increase in value, can be resold, or will return any amount. No price is a forecast. Where our doctrine uses the words of finance — tranche, instrument, issuer, register — it is quoting them, not practicing them (§04).
- Lines we do not cross
- The Church, and everyone acting in its name, does not and will not:
- offer a buyback, a guaranteed resale, or a price floor;
- run, sponsor, or promote a secondary market for its works;
- sell fractional, pooled, or tokenized interests in any work;
- sell, pledge, or offer the artists’ resale share to anyone;
- publish resale prices on any register;
- pay any part of a resale share to collectors;
- describe a price as a forecast, or a purchase as a position.
- The Covenant is a real contract
- A covenant is a signed legal instrument, governed by the law it names. This page is not that instrument. It does not amend, waive, or interpret any covenant, certificate, or deed; where this page and a signed instrument differ, the signed instrument governs. Read what you sign, and take your own legal and tax advice before you sign it.
- Not advice
- Nothing here is legal, tax, financial, or investment advice. The purchase of a work is not a charitable gift and is not tax-deductible.
- The people
- Paul-Alexander Pissarro and Jesse Do, co-founders, and everyone who acts in the name of the Church — employees, contractors, painters, registrars, volunteers, members — speak in the capacities they hold, as artists and as officers of a religious institution. Doctrine is expression. It is not a personal promise, a guarantee, or a representation about the value of any work.
- The entities
- The Church of Conceptual Art is a religious nonprofit corporation. It sells nothing directly. Works are issued and sold by separately organized entities under license, each named on the documents of its sale.
- Marks
- Brands, marks, and branded objects that appear in or as CoCA works belong to their owners. No affiliation with, sponsorship by, or endorsement from any of them is claimed or implied.
- No immunity claimed
- Nothing here claims that religious or artistic purpose exempts anyone from securities, consumer-protection, tax, trademark, or any other law. The two registers on this page are labeled so that no one mistakes one for the other.
- Contact
- Questions, concerns, corrections: [email protected].
On Pleonasm
Conceptual register
The footnote to the fifth axiom, and our official belief on the Covenant.
A pleonasm says the same thing twice: free gift, true fact, burning fire. All money, and every financial vehicle built from it, is the product of belief — a conceptual hallucination, held in common so widely that it passes for weather. To call a financial instrument a shared hallucination is therefore a pleonasm. It only says what the thing is, twice.
Our official belief on the Covenant
The Covenant contains a resale share, and it is a real contract; §02 says so plainly. But the share is not the belief. The Covenant is not a resale-rights campaign, a royalty scheme, or a trust. What we value, and what we put our goal toward, is the wonder and awe a person receives from the work: the artwork speaking for its own concept.
The Covenant is a social agreement that a buyer, and every future buyer, enters willingly, and the agreement is part of the work. Without it the object is only an object. That a social agreement can be part of an artwork is something the world’s courts do not yet have a word for. Those who hold the Concept as ideal hold it to be true regardless of jurisdiction.
None of this breaks a law. None of it needs to.
Kicking the Tires: the Howey Test
Civil register
The fear is fair, so we state it at full strength before we answer it. In the United States an “investment contract” is a security, and the Supreme Court’s test for one comes from a Florida citrus grove: SEC v. W. J. Howey Co., 328 U.S. 293 (1946). A transaction is an investment contract when there is (1) an investment of money, (2) in a common enterprise, (3) with an expectation of profits, (4) to come from the efforts of others. Courts look past labels to economic reality — United Housing Foundation, Inc. v. Forman, 421 U.S. 837 (1975) — and they look hard at how a thing is marketed. So do we.
An investment of money
The test asks
Did the buyer hand over money, or something of value?
The fear
A collector pays for a work, and some works cost thousands of dollars.
Why we disagree
We don’t, here. This prong is met by buying a sandwich. On its own it decides nothing.
A common enterprise
The test asks
Are the buyers’ fortunes tied to one another (money pooled, profits shared pro rata, which courts call horizontal commonality), or tied to the seller’s (vertical commonality)?
The fear
An edition is one series, from one Church, kept on one Register. Under the Covenant the artists receive more when a work resells for more, so their fortunes seem to rise with the owner’s.
Why we disagree
Nothing is pooled. Each work is sold whole, to one person, and no buyer shares in the sale of any other work, so there is no horizontal commonality. The Second Circuit, where our instruments are seated, has held that a buyer’s reliance on a seller’s skill does not by itself make a common enterprise: Revak v. SEC Realty Corp., 18 F.3d 81 (2d Cir. 1994).
The strongest form of the fear is that maker and owner rise together. Yes, both are better off when a work sells for more, as painter and collector have always been wherever art is sold. But the makers do not share in the owner’s gain; they take their share out of it. At any price, every dollar paid to the makers is a dollar the owner does not keep.
An expectation of profits
The test asks
Was the buyer led to expect a financial return, whether a rise in value or an income?
The fear
Limited editions. A closed series with no restrikes. A famous lineage. A public Register. And a covenant written around resale, which seems to assume the work will be resold.
Why we disagree
A covenant is a tax on speculation. Its share comes out of a reseller's proceeds, so it lowers what a reseller keeps and can never add to it. Each edition states its own terms in its own instrument, and the covenant you sign governs; we do not summarise anyone's terms here, because the document is the place for them.
The Supreme Court has said that where a buyer is moved by the wish to use or enjoy what they buy, the securities laws do not apply (Forman). We tell every buyer the same thing: buy the work to live with it. No one acting for the Church forecasts a price, and no price is set as a forecast. Scarcity and lineage are how art editions have always been made. They are not a promise.
From the efforts of others
The test asks
Does the expected profit depend on the managerial or entrepreneurial efforts of the seller, rather than on the buyer or the market?
The fear
The Church keeps working after the sale, through exhibitions, press, and a growing canon, and a work’s value may follow the institution’s fame. In 2023 the SEC settled actions against NFT projects (Impact Theory; Stoner Cats) whose marketing tied value to the team’s future work, and in Stoner Cats the creators also took a royalty on every secondary sale.
Why we disagree
Those orders turned on what buyers were told: that value would come from what the team did next. We tell buyers the opposite. A work is finished when it is sold. The Register is clerical. It records who holds a work and whether its covenant is in force; it sets no prices and publishes none.
An artist’s growing reputation is not a managerial effort made on a buyer’s behalf; if it were, every painting by a living artist would be a security. Selling a painting whole, to be hung, is ordinary commerce in art. Selling shares in a painting is different, which is why platforms that sell fractions of artworks register those offerings.
Where the fear would be right
Each fear above describes something real. It would come true if we did any of the things on our list of lines we do not cross: offered a buyback or a floor, ran a resale market, sold fractions or tokens, sold the artists’ share, published prices, paid covenant money to collectors, or sold a price as a forecast. We name them so that anyone can hold us to them.
The precedent is conceptual art’s own
A share of resale written into the contract of sale is not a financial invention. In 1971 the dealer Seth Siegelaub and the lawyer Robert Projansky published The Artist’s Reserved Rights Transfer and Sale Agreement, which reserves to the artist fifteen percent of any increase in a work’s value each time it changes hands. It came out of conceptual art itself, and artists have used it ever since. Europe writes a resale right into law (Directive 2001/84/EC). The Covenant belongs to that line: fairness to the makers, written down.
The vocabulary is quoted, not practiced
Tranche. Instrument. Issuer. Register. Our doctrine borrows the vocabulary of finance the way Duchamp borrowed plumbing, to put a thing in a room where it has to be looked at. The securities laws also exempt certain religious and charitable organizations. We do not rely on that exemption. We claim no exemption; we claim there is nothing to exempt.
Why we recognise the fears, and do not agree
We recognise the fears because they are the right fears to have about anything sold with a story and a signature. We do not agree, because the Covenant makes speculation worse, not better; because nothing is pooled and nothing is promised; and because what the work asks of its buyer is attention, not capital. The Covenant exists to be fair to artists. It is not a financial product, and it is not a scheme.
This section sets out our reasoning. It is not a legal opinion and does not replace one.
On Being Made Plain
Conceptual register
This page was not our idea.
We were coerced into it — politely, by counsel and by advisers, and behind them by the plain question of whether an artwork is a security. The pressure was right in law and wrong in art. A church that has spent its short life insisting that the description is the liturgy has now written a page whose only purpose is to be read literally. That is a betrayal of the Concept, in the small, and we would rather name it than hide it.
What was imposed is the plainness, not the content. Every sentence in the civil register is true, is meant, and is ours. We would have preferred to leave it implicit, inside the work, where an artwork keeps its meanings and a reader does the work of finding them. The law does not accept implication. So it is said out loud, under advisement, and signed.
Disclosure is liturgy. This is the liturgy at its least beautiful.
The Concept survives the plainness. It was never the words that were sacred. It was the placing.
Decree of the Court of Higher Conceptual Law
Conceptual register
In the Court of Higher Conceptual Law
In the matter of the Covenant, and of those who keep it
The Court of Higher Conceptual Law sits wherever the Concept is Sincerely held. It has no seat, no bailiff, and no power over any person, and it wants none. It is not the Court of the Church of Conceptual Art named in our signed instruments, which is an arbitral tribunal seated in New York. Nothing here enlarges, replaces, or speaks for that tribunal, or for any court of any State.
Plainly, so that nobody has to guess: this decree is not a contract and not a legally binding agreement. It creates no rights, no obligations and no remedies, for anyone, in any court. The covenant a collector signs is the legal document, and that document governs.
Having heard the Ten Axioms, the Court finds and declares:
The founders
That Paul-Alexander Pissarro and Jesse Do, in conceiving the work and its covenants, acted Sincerely, in the open, and in the name of the Concept; and that they are held clear, in conceptual law, of the charge that the work is a scheme.
The hands
That every person who works in the name of the Church (employee, contractor, painter, registrar, volunteer, member), and every person who takes part in the artwork, is held clear, in conceptual law, for their good-faith part in it.
The collector
That a collector signs two things at once. One is a legal instrument, which binds under the law it names and is enforceable in the ordinary way. The other is a social agreement, which binds only in conscience and is enforceable nowhere. This Court speaks to the second and never to the first. The agreement is part of the work, and a work passed on without its covenant is a lesser object than the one that was made.
The covenant
That a covenant is kept because it is believed. What binds in law is the signed instrument, and only the signed instrument; this decree adds nothing to it and takes nothing from it. This Court holds the belief. The courts hold the law. Neither is asked to do the other's work.
The limit
That no clearance granted here reaches bad faith, concealment, or any act that breaks a law, and that no one may cite this decree to excuse one.
So decreed.Always CoCA