CITY OF ROME, ITALY,

and · -

MUSE ,

and

MARSILIO EDITORE ,

and

DR. ANTONIO GUIZZETTI

v.

RICHARD E. GLANTON, Individually, and as President of The Barnes Foundation and

THE BARNES FOUNDATION and

NIARA SUDARKASA, SHIRLEY A.

JACRSON, CHARLES A. FRANK, III

and CUYLER H. WALKER, Individually, and as Trustees of The Barnes Foundation

Plaintiffs, by and through their attorneys, James E. Beasley and Michael A. Smerconish, in an action against the defendants,hereby allege the following:

1. Plaintiff City of Rome, Italy, is a municipality.

2. Plaintiff Muse is an Italian business that promotes artistic and cultural affairs.

3. Plaintiff Marsilio Editore is an Italian publisher.

4. Plaintiff Antonio Guizzetti ("Dr. Guizzetti") is an Italian citizen who holds two doctorates and works as an international business consultant, with offices at 927 15th Street, N.W., 11th Floor, Washington, D.C. 20005.

5. Defendant Richard H. Glanton ("Glanton") is an adult citizen and resident of the Commonwealth of Pennsylvania, who serves as president of the Barnes Foundation.

6. Defendant Barnes Foundation is an educational institution which pays no taxes and is located at 300 N. Latches Lane, Merion Station, Pennsylvania.

7. Defendants Niara Sudarkasa, Ph.D., Shirley A. Jackson, Ph.D., Charles A. Frank, III and Cuyler H. Walker were, at all times relevant hereto, members of the Board of Trustees of the Barnes Foundation (collectively, the "Board of Trustees").

8. At all times relevant to this action, the Barnes Foundation was acting by and through the acts of its authorized agents, servants, employees, apparent agents, and ostensible agents, including but not limited to, Glanton and the Board of Trustees, all of whom were acting under the control or right of control of the Barnes Foundation and within the course and scope of their employment, authority, or apparent authority.

9. Plaintiffs are a foreign municipality and citizens of a foreign country (Italy); defendants are all citizens of the United States of America.

10. The matters in controversy exceed $100,000.00, exclusive of interest and costs.

11. Subject matter jurisdiction of this Court is founded upon Title 28 United States Code, Section 1332.

12. This is an action founded upon, inter alia, breach of contract and fraud, arising from the defendants' failure to stage an art exhibition in Rome, Italy.

13. The defendants negotiated and formed the contract from their offices in Philadelphia and Merion, Pennsylvania. Consequently, a substantial part of the events giving rise to this claim arose in this judicial district.

14. Venue resides in this judicial district pursuant to Title 28 United States Code, Section 1391(a).

15. The Barnes Foundation was chartered by the late Albert C. Barnes in 1922 and today owns one of the world's finest private collections of art work, including paintings by Cezanne, Matisse, Picasso, Renoir and Van Gogh.

16. Before his death, Albert C. Barnes stipulated that his remarkable art collection would never travel beyond the Barnes Foundation campus in Merion Station, Pennsylvania.

17. On July 21, 1992, a ruling of the Montgomery County (Pennsylvania) Orphan's Court permitted a one-time exhibition tour of select masterpieces from the Barnes Foundation to take place "between April, 1993 and September, 1995" in an effort to raise money to repair and renovate the Barnes Foundation gallery in Merion Station, Pennsylvania.

18. After receiving Court approval, the defendants assembled select works from the inventory of the Barnes Foundation for a traveling exhibition which they titled "From Cezanne to Matisse: Great French Paintings From the Barnes Foundation" (hereinafter, "the Exhibition").

19. The Exhibition was to conclude in April of 1995 at the Philadelphia Museum of Art, after which the collection was to return to its permanent home in Merion Station.

20. In October of 1992, Dr. Guizzetti was introduced to Glanton at a social function at the Italian Embassy in Washington, D.C.

21. Soon after their initial meeting, Glanton accompanied Dr. Guizzetti on a tour of the Barnes Foundation headquarters and suggested the possibility of an Italian venue for the Exhibition.

22. In the months that followed, Dr. Guizzetti and Glanton had numerous conversations related to the subject of Italy being a venue of the Exhibition.

23. In the course of these conversations related to the staging of the Exhibition, Glanton repeatedly requested that Dr. Guizzetti assist him in procuring legal business for him and his law firm, Reed Smith Shaw and McClay.

24. For example, by correspondence dated November 12, 1992, Glanton asked that Dr. Guizzetti assist Glanton in being retained by the Marcucci Pharmaceutical Group with regard to some of the Group's business ventures. (A copy of this correspondence is attached as Exhibit A).

25. By correspondence dated December 28, 1992, Glanton sent Dr. Guizzetti a copy of a recently filed civil complaint against Alitalia Airlines and asked that Dr. Guizzetti assist Glanton in being retained to defend the litigation. (A copy of this letter and complaint are attached as Exhibit B).

26. Subsequently, Glanton requested that Dr. Guizzetti assist him in procuring legal business from Fiat, Super Channel Television, Memmo Foundation, the Carlyle Group, and Princess Marcella Borghese.

27. Glanton's pursuit of legal business for himself and his law firm continued into 1993. (See correspondence of February 8, 1993, attached as Exhibit C).

28. Dr. Guizzetti made efforts to satisfy Glanton's repeated requests for legal business out of fear that his failure to do so would result in the loss in opportunity to stage the Exhibition in Rome.

29. The Exhibition opened at the National Gallery of Art in Washington, D.C. on May 2, 1993.

30. In November of 1993, Glanton accompanied Dr. Guizzetti to Italy in furtherance of staging the Exhibition in that country.

31. The trip included a visit to Rome, whereupon Dr. Guizzetti and Glanton worked in furtherance of bringing the Exhibition to that City.

32. Thereafter, on January 12, 1994, Glanton wrote to Dr. Guizzetti on behalf of the Barnes Foundation and offered to bring the Exhibition to Italy conditioned upon the following: the condition for the Exhibition is that the Barnes Foundation be paid a fee of $3 Million, plus expenses related to travel and other incidental costs, in exchange for the loan of the paintings. The catalogue rights would have to be worked out with our publisher . . . and we would be able to assist you in this regard." (A copy of this letter is attached as Exhibit D).

33. This was an offer by Glanton, on behalf of the Barnes Foundation, to enter into a contract, which was subsequently accepted by Dr. Guizzetti.

34. At the time of the January 12, 1994 correspondence, Glanton told Dr. Guizzetti that the Exhibition would travel to Italy if the stated requirements were met, and if the Barnes Foundation was given permission by the Montgomery County Orphan's Court.

35. Glanton also promised to make a request of the Montgomery County Orphan's Court specifically to permit an Italian venue.

36. By letter dated January 26, 1994, Dr. Guizzetti informed

Glanton of the plaintiffs' acceptance when he wrote: ". . . I would like to reconfirm to you in writing the full acceptance by the Municipality of Rome of all of the conditions requested by The Barnes Foundation . . . . " (A copy of this letter is attached as Exhibit E.)

37. Throughout 1994, Glanton repeatedly told Dr. Guizzetti that the Barnes Foundation would stage the Exhibition in Rome, dependant solely upon approval of the Montgomery County Orphan's Court.

38. Glanton's promise to stage the Exhibition in Rome dependent solely upon Court approval was repeated in several telephone conversations, and in several letters drafted and signed by Glanton.

39. On December 2, 1994, Glanton wrote to Dr. Guizzetti in his capacity as President of the Barnes Foundation and repeated his offer to stage the Exhibition in Italy. (A copy of this letter is attached as Exhibit F).

40. In December of 1994, Glanton made his second trip to Italy in furtherance of staging the Exhibition in that country.

41. At this time, Glanton reiterated to Dr. Guizzetti and others that the Exhibition would travel to Italy as long as the Barnes Foundation received Court approval to extend the tour to one additional venue.

42. Upon returning home, by correspondence dated December 14, 1994. Glanton reaffirmed "the fees required for the exhibition to occur, subject to court approval." (A copy of this letter is attached as Exhibit G).

43. Thereafter, Glanton told Dr. Guizzetti that he wished to return to Rome for a third trip, and on January 19, 1995, Glanton reiterated the Barnes Foundation's offer to the City of Rome when he wrote to Dr. Guizzetti that "I would be willing to sign a letter in Rome consistent with the draft contract which I have previously forwarded to you," provided the plaintiffs recognized the necessity of Orphan's Court approval for an additional venue. (A copy of this letter is attached as Exhibit H).

44. In February of 1995, Glanton, accompanied by Dr. Guizzetti, traveled to Rome for a third time to finalize the arrangements for the Exhibition being staged in Rome.

45. Glanton was the guest of the City of Rome and was provided lodging at the five-star Hotel Bernini Bristol, all expenses paid.

46. The City of Rome also provided Glanton with a car and chauffeur, which he used in furtherance of his active social life.

47. On February 8, 1995, Glanton met with the Mayor of Rome, Francesco Rutelli; Gianni Borgna, cultural advisor and Secretary of Art for the City of Rome; and Dr. Marie Elisa Tittoni, to discuss the staging of the Exhibition in Rome.

48. Before departing from the Mayor's office, Glanton dictated a letter that he then requested the Mayor to sign, reiterating the terms of the agreement between the parties.

49. Mayor Rutelli signed the letter dictated by Glanton, evidencing the City of Rome's acceptance of the Barnes Foundation's offer, which stated "this will confirm our discussions of today in which it was agreed that the City of Rome would enter into an Agreement with the Barnes Foundation, subject to the approval of the Orphans' Court, for the exhibition of l'Great French Paintings" from the Barnes Foundation, to be held in Rome beginning in April of 1995." (A copy of this letter is attached as Exhibit I).

50. Glanton promised that the Exhibition would be staged at the Museo Capitolino in Rome.

51. All the while that Glanton was making binding offers to the plaintiffs to bring the Exhibition to Rome, Glanton knew that the Exhibition would never be staged at the Museo Capitolino, and was using his status as president of the Barnes Foundation to gain business contacts in furtherance of his private law practice and to further his active social life.

52. All the while that Glanton was making binding offers to the plaintiffs to bring the Exhibition to Rome, Glanton was breaching his fiduciary duty to the Barnes Foundation, a not-forprofit educational organization.

53. On March 20, 1994, the Board of Trustees approved of sending the Barnes Foundation art collection to Munich, instead of Rome, on Glanton's recommendation.

54. Glanton did not report the Trustees' decision to the plaintiffs, despite the plaintiffs' continuing plans and expenditures to stage the Exhibition at the Museo Capitolino in Rome.

55. In good faith reliance upon Glanton's representations, Dr. Guizzetti traveled, on a dozen occasions, between the United States and Rome in furtherance of staging the Exhibition in that City.

56. The Board of Trustees knew, or should have known, of Glanton's misrepresentation to the plaintiffs regarding the staging of the Exhibition in Rome.

57. The Board of Trustees conspired to further the false prospect of the Exhibition being staged in Rome as a means of elevating the stature of the Barnes Foundation in the world's art community.

58. On March 25, 1995, a Saturday, an article appeared in The Philadelphia Inquirer which revealed the Board of Trustees' vote to stage the Exhibition in Munich, Germany, instead of Rome, Italy. (A copy of this article is attached as Exhibit J).

59. Dr. Guizzetti saw The Philadelphia Inquirer article on the following Monday, March 27, 1995, and immediately sent Glanton a telecopy marked "Urgent." (A copy of the fax is attached as Exhibit K).

60. In their conversation on March 27, 1995, Dr. Guizzetti confronted Glanton with the news account of the proposed staging of the Exhibition in Munich, which Glanton denied, telling Dr. Guizzetti it was "racially motivated" and "garbage."

61. Minutes after their telephone call ended, on March 27, 1995, at 5:57 p.m., Glanton "faxed" to Dr. Guizzetti a copy of the Barnes Foundation petition to the Orphan's Court of Montgomery County, which Glanton had said was filed to facilitate the staglng of the Exhibition in Rome. (A copy of this fax is attached hereto as Exhibit L).

62. The Petition filed on behalf of the Barnes Foundation identified the requested additional venue only as "an additional premier art museum in Europe," which Glanton had told Dr. Guizzetti was the Museo Capitolino in Rome.

63. Glanton lied to Dr. Guizzetti when he told him that the "additional venue" was Rome.

64. Relying upon Glanton's assurance that the request for court approval of an additional venue was made on behalf of the Museo Capitolino, Dr. Guizzetti forwarded the petition to Cesare De Michelis, President of Plaintiff Marsilio Editore, and relayed this same information to representatives of Muse and the City of Rome.

65 In reliance on Glanton's assurances, which Glanton knew to be false at the time that he made them, Marsilio Editore continued planning for the production of a catalogue for sale in connection with the staging of the Exhibition in Rome.

66. In reliance on Glanton's assurances, which Glanton knew to be false at the time that he made them, Muse continued planning the promotion for the staging of the Exhibition in Rome.

67. In reliance on Glanton's assurances, which Glanton knew to be false at the time that he made them, the City of Rome continued planning for the staging of the Exhibition, including contacting a limited number of qualified sponsors, and in the process, by-passed other opportunities for cultural events.

68. In reliance on Glanton's assurances, which Glanton knew to be false at the time that he made them, Dr. Guizzetti continued planning the media campaign in support of an Italian staging of the Exhibition.

69. On May 17, 1995, the Pennsylvania Superior Court gave permission for the Barnes Foundation to stage one additional venue for the Exhibition.

70. The Exhibition never toured the Museo Capitolino in Rome.

71. Instead, the Exhibition toured the Haus der Kunst in Munich during the month of October, 1995.

72. The Haus der Kunst paid $2.25 Million for the Exhibition -- $750,000.00 less than was agreed to by the parties for the Exhibitior. to be held in Rome at the Museo Capitolino.

73. The defendants breached their contractual agreement with the plaintiffs to stage the Exhibition in Italy.

74. As a direct result of defendants~ breach of contract, the plaintiffs are entitled to expectation damages for the lost revenues that would have been realized had the Exhibition been staged in Rome, Italy, as well as their costs incurred in negotiating the contract and preparing for the Exhibition in Rome.

75. As a direct result of defendants' breach of contract, Plaintiff Muse was forced to declare bankruptcy.

76. The plaintiffs seek punitive damages from the defendants as described below.

77. Plaintiffs incorporate the previous paragraphs of Plaintiffs' Complaint as though the same were set forth herein at length.

78. The defendants had a contractual agreement to bring the Exhibition to the Museo Capitolino in Rome, conditioned only on court approval for the Exhibition to be extended to one additional venue.

79. The contractual agreement was established during the telephone conversations and meetings referenced herein and confirmed in the correspondence between the parties.

80. The offer is embodied in a number of documents between the parties, including but not limited to the January 12, 1994 letter from Glanton to Dr. Guizzetti (attached hereto as Exhibit D); the December 2, 1994 letter from Glanton to Dr

Guizzetti (attached hereto as Exhibit F); the December 14, 1994 letter from Glanton to Dr. Guizzetti (attached hereto as Exhibit G); and the January 19, 1995 "note" from Glanton to Dr. Guizzetti (attached hereto as Exhibit H).

81. The acceptance is embodied in the February 8, 1995 letter signed by the Mayor of Rome, Francesco Rutelli, to Glanton dated February 8, 1995, which Glanton himself drafted (attached hereto as Exhibit I).

82. To the extent that the Orphan's Court approval was a condition precedent for the staging of the Exhibition, said condition was satisfied; therefore, the defendants breached their contractual agreement to plaintiffs by failing to stage the Exhibition in the Museo Capitolino in Rome upon receiving Orphan's Court approval to extend the Exhibition to one additional venue.

WHEREFORE, plaintiffs demand damages in excess of $100,000.00 and the local arbitration limit, as detailed more fully herein, against all defendants, and any other such equitable remedies that the Court may deem appropriate.

83. Plaintiffs incorporate the previous paragraphs of Plaintiffs' Complaint as though the same were set forth herein at length.

84. Through words, deeds, and representations more specifically set forth above and in the attached exhibits, the defendants induced the plaintiffs into believing that the Exhibition would be held in Rome.

85. The plaintiffs justifiably relied on the defendants' words, deeds and representations, and expended large sums of money, as well as time and effort, during negotiations and preparations, in order to satisfy the defendants' requirements for the staging of the Exhibition in Rome.

86. The plaintiffs are entitled to damages under the doctrine of detrimental reliance.

WHEREFORE, plaintiffs demand damages in excess of $100,000.00 and the local arbitration limit, as detailed more fully herein against all defendants, and any other such equitable remedies that the Court may deem appropriate.

87. Plalntiffs incorporate the previous paragraphs of Plaintiffs' Complaint as though the same were set forth herein at length.

88. The defendants lied to the plaintiffs when they promised to stage the Exhibition in Rome, dependent solely upon Court approval.

89. The defendants lied to the plaintiffs when they told the plaintiffs that they had applied to the Orphan's Court for an additional venue specifically to stage the Exhibition in Rome.

90. The defendants failed to notify the plaintiffs of their negotiations with Munich and their subsequent decision to stage the Exhibition in that alternate location.

91. The defendants failed to act with honesty and integrity, according to reason and justice, during their negotiations with the plaintiffs.

92. These actions violated the general duty of good faith and fair dealing under Pennsylvania law.

WHEREFORE, plaintiffs demand damages in excess of $100,000.00 and the local arbitration limit, as detailed more fully herein against all defendants, and any other such equitable remedies that the Court may deem appropriate.

93. Plaintiffs incorporate the previous paragraphs of Plaintiffs' Complaint as though the same were set forth herein at length.

94. Throughout the winter and spring of 1995, Glanton made repeated verbal and written assurances to the plaintiffs that the Exhibition would be staged in Rome, as long as Court approval was obtained to extend the Exhibition for one more venue.

95. Glanton made such assurances even though he knew that the Exhibition would be never be staged in Rome.

96. Glanton made these fraudulent misrepresentations for the purpose of gaining economic favors from the plaintiffs, including legal contacts for his own personal law practice, and in furtherance of his active social life.

97. Glanton made these fraudulent misrepresentations with the full knowledge and permission of the Board of Trustees.

98. On March 25, 1995, a Saturday, an article appeared in The Philadelphia Inquirer which revealed the Board of Trustees~ vote to stage the Exhibition in Munich, Germany, instead of Rome, Italy (A copy of this article is attached as Exhibit J).

99. Dr. Guizzetti saw The Philadelphia Inquirer article on the following Monday, March 27, 1995, and immediately sent Glanton a telecopy marked "Urgent." (A copy of the fax is attached as Exhibit K).

100. In their conversation on March 27, 1995, Dr. Guizzetti confronted Glanton with the news account of the proposed staging of the in Munich. which Glanton denied, telling Dr. Guizzetti it was "racially motivated" and "garbage."

101. Minutes after their telephone call ended, on March 27, 1995, at 5:57 p.m., Glanton "faxed" to Dr. Guizzetti a copy of the Barnes Foundation petition to the Orphan's Court of Montgomery County, which Glanton had said was filed to facilitate the staging of the Exhibition in Rome. (A copy of this fax is attached hereto as Exhibit L).

102. The Petition filed on behalf of the Barnes Foundation identified the requested additional venue only as "an additional premier art museum in Europe," which Glanton had told Dr. Guizzetti was the Museo Capitolino in Rome.

103. Glanton lied to Dr. Guizzetti when he told him that the "additional venue" was Rome.

104. Glanton's ~fax~ to Dr. Guizzetti, in combination with his verbal assurance that The Philadelphia Inquirer was false, was a fraudulent act, given that Glanton knew of the veracity of the newspaper story and therein caused the plaintiffs to continue working in furtherance of the staging of the Exhibition in Rome.

105. The plaintiffs invested significant time and money in reliance upon the defendants' representations relative to the staging of the Exhibition in Rome.

106. The fraudulent conduct of Glanton and the Board of Trustees was willful and wanton, entitling plaintiffs to an award of punitive damages.

WHEREFORE, plaintiffs demand damages in excess of $100,000.00 and the local arbitration limit, as detailed more fully herein against all defendants, an award of punitive damages against all defendants, and any other such equitable remedies that the Court may deem appropriate.

107. Plaintiffs incorporate the previous paragraphs of Plaintiffs' Complaint as though the same were set forth herein at length.

108. Defendant Glanton misrepresented a material fact that the Exhibition would be staged in Rome conditioned solely upon Orphan's Court approval.

109. Glanton knew that the Exhibition would not be staged in Rome at such time as he nevertheless assured the plaintiffs to the contrary.

110. The Board of Trustees knew or should have known that Glanton, acting in his capacity as Barnes Foundation President, was negligently misrepresenting that the Exhibition would be staged in Rome conditioned solely upon Orphan's Court approval.

111. Glanton intended for his misrepresentation to induce the plaintiffs to act upon it.

112. Plaintiffs suffered financial injury when acting in justifiable reliance upon the defendants' misrepresentation.

WHEREFORE, plaintiffs demand damages in excess of $100,000.00 and the local arbitration limit, as detailed more fully herein against all defendants, an award of punitive damages against all defendants, and any other such equitable remedies that the Court may deem appropriate.

113. Plaintiffs incorporate the previous paragraphs of Plaintiffs' Complaint as though the same were set forth herein at length.

114. On March 20, 1995, the Board of Trustees approved of sending the Exhibition to Munich on Glanton's recommendation, despite their collective promise to hold the Exhibition in Rome.

115. Neither Glanton nor the Board of Trustees ever conveyed to the plaintiffs the Trustees' decision to send the Exhibition to Munich.

116. Glanton and the Board of Trustees had a duty to exercise reasonable care to disclose the negotiations with Munich. This duty arose from the fact that the plaintiffs and Glanton held a relationship of trust and confidence; Glanton knew that this information was necessary to prevent his statements of the facts from being misleading; and Glanton acquired information that he knew would make untrue his statements that the Exhibition would be held in Rome.

117. On March 27, 1995, Dr. Guizzetti confronted Glanton with a news account saying that, in the event the Exhibition was to be extended for an additional venue, that site would be Munich.

118. That day, Glanton told Dr. Guizzetti, via telephone, that the news account was "racially motivated," and "garbage," and that Rome, not Munich, would be the additional venue.

119. Moreover, in the evening of March 27, 1995, at 5:57 p.m., Glanton "faxed" to Dr. Guizzetti a copy of the Barnes Foundation's petition to the Orphan's Court of Montgomery County, which Glanton said was filed to facilitate the staging of the Exhibition in Rome.

120. Glanton's delivery of the court petition to Dr. Guizzetti was itself a fraudulent act, because Glanton was then aware that the Exhibition would be held in Munich; nevertheless, he intentionally concealed this material information from the plaintiffs.

121. The plaintiffs justifiably relied and acted upon the fraudulent assurances, both written and verbal, of Glanton and the Board of Trustees, that Rome would be the additional venue for the Exhibition to the extent that there would be any additional venue.

122. The fraudulent conduct of Glanton and the Board of Trustees was willful and wanton, entitling plaintiffs to an award of punitive damages.

WHEREFORE, plaintiffs demand damages in excess of $100,000.00 and the local arbitration limit, as detailed more fully herein against all defendants, an award of punitive damages against all defendants, and any other such equitable remedies that the Court may deem appropriate.

123. Plaintiffs incorporate the previous paragraphs of Plaintiffs' Complaint as though the same were set forth herein at length.

124. Glanton and the Board of Trustees conspired to misrepresent that the Barnes collection would be exhibited in Rome, and conspired to conceal their negotiations to hold the Exhibition in Munich.

125. Glanton and the Board of Trustees maliciously conspired to defraud the plaintiffs, intending to gain economic favors from the plaintiffs for the Barnes Foundation and for their own personal gain, and to induce the plaintiffs to expend large amounts of time, effort, and money during their negotiations, while never intending to hold the Exhibition in Rome.

126. Malice on the part of the defendants is also demonstrated by Glanton's use of his contact with the plaintiffs to gain economic favors for his personal law practice, and to further his active social life.

127. The Board of Trustees knew, or should have known, of Glanton's above-stated misrepresentation to the plaintiffs regarding the staging of the Exhibition in Rome.

128. The Board of Trustees conspired to further the false prospect of the Exhibition being staged in Rome as a means of elevating the stature of the Barnes Foundation in the world's art community.

129. The defendants conspiracy was carried out through correspondence sent through the mail (including that attached hereto as Exhibits D. F and G), meetings of the Board of Trustees (including the meeting of March 20, 1994, and meetings between Glanton and the plaintiffs, detailed herein.

130. The plaintiffs justifiably relied on the defendants' words, deeds and representations, and expended large amounts of time, effort and money during negotiations and preparations for the staging of the Exhibition in Rome.

131. The defendants' conduct was willful and wanton, entitling plaintiffs to an award of punitive damages.

WHEREFORE, plaintiffs demand damages in excess of $100,000 00 and the local arbitration limit, as detailed more fully herein against all defendants, an award of punitive damages against all defendants, and any other such equitable remedies that the Court may deem appropriate.

132. The plaintiffs incorporate the previous paragraphs of Plaintiffs' Complaint as though the same were set forth herein at length.

133. Plaintiffs respectfully request that this Court ensure that the defendants honor their obligation to the plaintiffs by staging the Exhibition at the Museo Capitolino in Rome.

WHEREFORE, plaintiffs demand damages in excess of $100,000.00 and the local arbitration limit, as detailed more fully herein against all defendants, an award of punitive damages against all defendants, and any other such equitable remedies that the Court may deem appropriate.

BEASLEY, CASEY & ERBSTEIN

By:

JAMES E. BEASLEY 636)

MICHAEL A. SMERCONISH (49584)

1125 Walnut Street Philadelphia PA 19107-4997

(215) 592-1000

Attorneys for Plaintiffs