Safflane Holdings Ltd. et al v. Gagosian Gallery, Inc.

Filing 36

THIRD AMENDED COMPLAINT (CORRECTED SECOND AMENDED COMPLAINT) amending 33 Second Amended Complaint against Charles Cowles, Gagosian Gallery, Inc. with JURY DEMAND.Document filed by Safflane Holdings Ltd., Robert Wylde. Related document: 33 Second Amended Complaint filed by Safflane Holdings Ltd., Robert Wylde.(mbe)

AARON RICHARD GOLUB, ESQUIRE, PC
Attorneys for Plaintiffs
34 East 67th Street _3rd Floor
New York, New York 10065
ph: 212-838-4811
fx: 212-838-4869
ARG 6056
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

______________________________________ 11-CIV-1679
x
SAFFLANE HOLDINGS
ROBERT WYLDE,

(DLC)

LTD., and

Plaintiffs,

-againstGAGOSIAN GALLERY,
CHARLES COWLES,

INC., and

Defendants.
______________________________________X
Plaintiffs
WYLDE,

SAFFLANE

by their attorney,

for their Corrected

HOLDINGS

LTD.

AARON RICHARD

Second Amended

("Safflane") and ROBERT

GOLUB,

Complaint,

ESQUIRE,

PC, as and

allege as follows:

THE PARTIES
1.

Safflane

is a corporation

the laws of the Republic
business

in Nicosia,
2.

domiciliary

Wylde,

of Cyprus,

with

duly organized
its principal

under
place of

Cyprus.
an individual,

of the United

Kingdom

Ireland.

-1-

is a citizen and

of Great Britain

and Northern

3.
a domestic

Defendant

business

State of New York,
of business

Gagosian

corporation

Gallery,

organized

and maintains

individual,

Defendant

under the laws of the
office and place

New York, New York 10075.

Charles Cowles

is a citizen

("Gagosian") is

its principal

at 980 Madison Avenue,

4.

Inc.

("Cowles"),

and domiciliary

an

of the State of New

York.
JURISDICTION
5.
original

This is a civil action over which this Court has

jurisdiction

under the provisions

1332 (a) (2), as there is complete
between

all plaintiffs,

dollars
6.

U.S.C.

§

Venue

1392(a) (2) because
omissions

is proper

1392(a) (1) because

this District.

giving

diversity

in controversy

($75,000.00),

Venue

of 28 U.S.C.

§

of citizenship

on the one hand, and all defendants,

the other, and the amount
thousand

AND VENUE

exceeds

exclusive

both Gagosian

and costs.

pursuant

to 28

and Cowles reside in

is also proper pursuant

a substantial

seventy-five

of interest

in this District

on

portion

to 28 U.S.C.

§

of the events and

rise to the claims asserted

herein occurred

in

this District.
GENERAL ALLEGATIONS
7.
to Plaintiffs'

The allegations
claims

herein

and defenses

Art, et al. v. Safflane

Holdings,

-2-

are made without prejudice

in The Metropolitan
Ltd.,

Museum

et al., S.D.N.Y.

Case

of

No. CV 11-3143

(DLC) (the "Met v. Safflane

claims and defenses
allegations
A.

herein

may be, perforce,
or may be asserted

inconsistent

Gagosian

Gagosian,

established

("Mr. Gagosian"),

important

contemporary

three art galleries
and is principally
represented

art galleries

approximately
information

in the world and maintains

by Mr. Gagosian.

Gagosian

artist Richard

2005, first on a non-exclusive
and belief,

is wholly owned

artist Mark Tansey

the world-renowned

commencing

G.

one of the most

in New York City.l Gagosian

the world-renowned

has represented

Artists

in 1979 by Lawrence

is reputedly

managed

with the

in the alternative.

The Gagosian, and the World Renowned
Mark Tansey and Richard Prince
8.

Such

action") .

has

since 2004 and
Prince since

basis and, upon

in 2008, on an exclusive

basis.
9.

Tansey

He is an American
monochromatic
hidden

postmodern

works

text, images

for millions

was born in 1949 in San Jose, California.
best known for

and elaborate

paintings

and symbols.

Tansey's

of dollars

or should be, familiar
of Tansey's

painter

privately

works of art sell

and at auction.

with every business

works necessary

incorporating

to effectively

Gagosian

and creative
represent

is,

aspect

him as his

1 Gagosian
maintains ten gallery locations throughout the world
at these locations: New York City (three locations); Beverly
Hills; London (two locations); Rome; Athens; Paris; Geneva; and
Hong Kong.

-3-

galleristi

otherwise,

successfully

represent

10.
Panama,

Gagosian

would not have been able to

Tansey

since 2004.

Prince was born

is an American

predominantly

in 1949 in the Republic

artist

who bases his artistic

art."

of dollars privately

Prince's

works of art sell for millions

and at auction.

be, familiar with every business
works necessary

galleristi

otherwise,

successfully
B.

represent

and creative

to effectively

Gagosian
Prince

In or about

salespersons,

offered

representative

is, or should
aspect of

represent

him as his

would not have been able to
since 2005.
Eye Test"

late July 2009, Gagosian,

("JG"), one of Gagosian's

invoice

Gagosian

The Sale of Tansey's "The Innocent
To Plaintiff Safflane By Gagosian
11.

Good

work

on the work of other artists and calls it

"appropriation

Prince's

of

by John

most senior and experienced

for sale to Safflane,

wylde,2 a painting

dated July 31, 2009

(1981)

described

by its authorized
in the sales

(the "Tansey Invoice"),

as follows:

MARK TANSEY
The Innocent Eye Test, 1981
Oil on canvas
78 x 120 inches
198.1 x 304.8cm
(TANSE 1981.0001)

2 All allegations to Safflane herein, with respect to the
Tansey Painting, refer to Wylde acting on Safflane's behalf.
-4-

(the "Tansey Painting") .
12.
the express
including

No sale of art was or is made by Gagosian

authority

and supervision

the sales of the Tansey

Painting

(as hereinafter

made all significant
13.
the parties
limitation

based upon several
the following:

in numerous

through

JG

commencing

alia, one other Tansey painting,
actively

exclusively
marketed

represented

Gagosian

rendered

for Plaintiffs'
14.

Between

date of the Tansey
warranted
substance,
and/or

and whose paintings

market

bye-mail,

through Gagosian;

art collections;
on Plaintiffs'

and
artworks

company.

Invoice,

expressly

were

sought works of art to

appraisals

approximately

to Safflane,

inter

for a total of $5,100,000.00);

Plaintiffs'

insurance

with Gagosian

of art, including,

by Gagosian

written

without

in 2004, Plaintiffs

for its part, specifically

and complement

between

the works of Tansey, who was

and sold on the primary

Gagosian,
improve

collected

commenced

including

transactions

(purchasing nine works

Plaintiffs

decisions.

relationship

factors,

substantial

and the Prince

in which Mr. Gagosian

and final business

In 2004, a special

engaged

of Mr. Gagosian,

Painting

referenced),

without

JG represented,

orally

and/or

July 20, 2009 through
assured

and in writing,

impliedly,

the following:

-5-

the

and

in sum and/or

by telephone,

in person

i.

That Gagosian could
title to the Tansey

convey good and unencumbered
Painting to Safflanei

ii.

That Cowles, a well-known New York City art
dealer, was rightfully in possession of the
Tansey Paintingi

iii. That prior to Cowles having taken possession of
the Tansey Painting, such work had been located
and exhibited at the The Metropolitan Museum of
Art (the "Met"), located at 1000 Fifth Avenue,
New York City, but that the Tansey Painting had
been properly returned by Met to Cowlesi
iv.

That Cowles had advised JG that Cowles had had a
disagreement, described to Safflane by JG as a
spat, with the Met's new director (allegedly Gary
Tinterow, who replaced the deceased renowned
curator William Lieberman as the Chairman of the
Met's Department of Nineteenth Century, Modern
and Contemporary Art), and as a result the Tansey
Painting was no longer going to be exhibited at
the Meti

v.

That Cowles asked for the Tansey Painting to be
returned to Cowles' possession.
The Met complied
and it was then evidently owned by Cowles. On or
about July 28, 2009, three days prior to the
purchase of the Tansey Painting, JG was
questioned by Safflane in a series of e-mails,3
as follows:
"On 28 Jul 2009, at 16:36, John Good
wrote:
Curator of 20th century arti now retired
and replaced by Gary Tinterow.
____________________ 7[JG'S response to Wylde]
-----Original Message----From: wylde Robert
(mailto:robert-wylde.net)
Sent: Tuesday, July 28, 2009 4:35 PM
To: John Good

3 The text of the e-mail exchange is reproduced verbatim, with
explanatory text concerning the identity of the sender and
recipient of each message within the exchange.
-6-

Subject: Re: promised gift of charles
cowles in honour of wiliam s
Lieberman

in honour of Wiliam S. Lieberman .....who
is was he?
_____________________ -7[Wylde's e-mail to JG]
On 28 Ju12009,

at 16:32,

John Good wrote:

Saw the listing for the loft but was
there seomthing [sic] else about the
promised gift?
_____________________ -7[JG's response

to Wylde]

-----Original Message----From: Wylde Robert
rmailto:robert-wylde.net)
Sent: Monday, July 27, 2009 3:38 PM
to: John Good
Subject: promised gift of charles clowes
in honour of wiliam s lieberman
http://www.google.com/url?Sa=t&source=web&oi=video
result&ct=res&cd=2&ur
1=http%3A%2F%2Frealestate.nytimes.com%2FSales%2F
detail
%2F2331-0084%2F84Mercer-Street-New-YorkNY_I0012&ei=ZQFuSqnzMo_Q1AfFlbSlAg&Usg=AFQjCNFUwl
BXjI67Ell06n7M2AI_WX05mw&sig2=iib4Z9sc8soAauokqqh28g"
___________________ -7 [Wylde's e-mail to JG] i and
vi.

15.
Safflane:

That JG, in replying to the foregoing e-mail
exchange, recklessly implied, if not expressed,
that there was no title issue with respect to the
promised gift, that the Tansey Painting could be
freely sold and title could legally pass to
Safflane. JG omitted to state that Gagosian had
not performed proper due diligence with respect
to the Tansey Painting and specifically with
respect to Safflane's e-mail questions concerning
"the promised gift."
JG repeatedly

(i) the excellent

represented
provenance
-7-

and stressed

to

of the Tansey Painting,

e.g., that it had previously

been exhibited

the most prestigious

In the world,

museums

value and/or desirability;
status; and

(iii) the scarcity of quality

the secondary

were material

JG's representations
inducements

of the Tansey
17.

assurances

which enhanced
Painting's
Tansey

its

iconic

works of art in

art market.

16.

purchase

(ii) the Tansey

at the Met, one of

for Safflane

and warranties

returned

Gagosian

were borne

Tansey Painting

as aforesaid

to consummate

the

Painting.

JG's express

properly

to Safflane

and/or implied

that the Tansey

representations,
Painting

had been

to Cowles and could be sold to Safflane by
out by JG arranging

at Cowles'

Street, New York City.
JG viewed the Tansey

gallery,

for Safflane

situated

to view the

at 84 Mercer

On or about July 27, 2009, Safflane

Painting,

which was hanging

and

on a wall in

Cowles' gallery.
18.

The facts, circumstances

Safflane's

justifiable

assurances

made

approximately

reliance

and reasons

relating

on JG's representations

in New York City during

July 20, 2009, through

the period

to

and

commencing

on

the date of the Tansey

Invoice, were as follows:
i.

During and/or shortly after the viewing at
Cowles' gallery, JG again reassured and
represented to Safflane, in words and/or in sum
or substance, expressly and/or impliedly, that
the Tansey Painting was no longer being exhibited
at the Met, the Tansey Painting had been properly
-8-

returned to Cowles by the Met, Cowles then
evidently owned it since it was hanging in his
gallery, and the Tansey Painting could be sold to
Plaintiff Safflane by Gagosian;
ii.

JG was a senior salesperson at, and was acting on
behalf of, Gagosian, one of the most reputable
and renowned contemporary art dealers in the
world;

iii. Cowles was a well known New York City art dealer
who was allegedly retiring from the business and
was selling the Tansey Painting as part of the
winding down of his art dealership;
iv.

Safflane and/or Wylde had previously consummated
nine art transactions with Gagosian through JG,
with a total value in excess of $5,000,000.00,
and a special relationship developed, as set
forth above, between Safflane and JG, including
one of trust and confidence;

v.

Gagosian was uniquely situated in the art world
to research and to evaluate the truth or falsity
of Cowles' representations, having dealt with the
Met in the past, knowing key Met personnel and
curators as well as knowing exactly how to source
and verify the relevant information from the Met
relating to the Tansey Painting (see paragraph 20
below).
When questioned via e-mail (which
expressly referenced the gift to the Met) as to
who William Lieberman was, JG recklessly failed
to reveal to Safflane that JG had not
investigated anything with respect to the stated
gift, which included the Met's longstanding loan
practices.
A proper and reasonable due diligence
investigation would have immediately revealed
that Cowles may not have had the right to sell
the Tansey Painting and that the Tansey Painting
may have been merely loaned and/or entrusted by
the Met to Cowles, a merchant who dealt with
goods of that kind. Such reckless act/omission
served as an additional fraudulent inducement;
and

-9-

vi.

19.
well

JG's foregoing representations concerning
ownership and title of the Tansey Painting were
rational, credible and there was no reason for
Safflane to doubt any of the foregoing.
Upon information

and belief, prior to 2009, and

in advance of the sale of the Tansey Painting

the Met had a purported
Painting,
balance

31% ownership

with a further agreement

of ownership

gifted/donated

at or before

Cowles'

mother)

belief,

according

allegedly
Painting

of the Tansey

and commitment

that the

Painting was to be

himself.

to documents
a partial

in the Tansey

the death of Ms. Jan Cowles

and/or Cowles

obtained

interest

to Safflane,

Upon information

(who is
and

on file at the Met, the Met

ownership

interest

in the Tansey

as follows:
i.

A Promised Gift for Individual Donor (signed on
the Met's gift form) executed by Cowles in 1988,
giving a one percent (1%) interest in the Tansey
Painting to the Met;

ii.

Offer of a Promised Gift (signed on the Met's
gift form) executed by Ms. Jan Cowles in 1993,
possibly promising a fifty percent (50%) interest
in the Tansey Painting to the Met;

iii. Offer of Partial Interest Gift (signed on the
Met's gift form) executed by Ms. Jan Cowles in
2003, giving a twenty percent (20%) interest in
the Tansey Painting to the Met; and
iv.

20.
diligence

Offer of Partial Interest Gift (signed on the
Met's gift form) executed by Ms. Jan Cowles in
2004, giving a ten percent (10%) interest in the
Tansey Painting to the Met.
Had Gagosian

performed

based on its own resources
-10-

proper

and customary

and public

and private

due

information
including

uniquely

and available

but not limited to access

professional

relationships

information
annual

accessible

published

reports

between

(including,

and 2004-2005)

(i) the Met allegedly
interest

time Gagosian

sold the Tansey

have been possible
21.

alleged

upon which Safflane
thereby
reckless

damaged;

to Safflane;

Painting;

for

learned

the

(ii) Cowles

and (iii) subject

to

Painting

Safflane under such

and that good and clear title may not
and/or Safflane.

Gagosian

knew or should have

times that it did not have the right to
to Safflane

rights

regarding

and control

justifiably

therewith

relied

in making

-11-

Gagosian's

of the Tansey

or, in the alternative,

disregard

its

to maintain

above, the Tansey

and/or

In the alternative,

representations

or Cowles'

Painting

to pass to Gagosian

known at all relevant
make

and continued

Painting well before

language

could not be sold to Gagosian
circumstances

and through

would have expeditiously

in the Tansey

7's exclusionary

questionable

and the Met,

- access to which Safflane

maintained

may not have owned the Tansey
paragraph

Gagosian

inter alia, its annual reports

did not readily have - Gagosian

an ownership

to the Met's staff,

by the Met electronically

fiscal years 2003-2004

that:

to Gagosian,

ownership

Painting,

to its detriment
Gagosian

and was

acted with

such representations.

22.
Tansey

On July 31, 2009, Gagosian

Painting

$2,500,000.00

to Plaintiff

and issued to Safflane

23.
Gagosian

Safflane

conveyed and sold the

for a purchase price of
the Tansey Invoice.

The Tansey Invoice purported

to Safflane

conditioned

to pass title from

upon payroent in full, stating:

"Title does not pass until payroent in full has been received."
Payroent in full was made on or about August
thereafter

the Tansey
24.

referenced

Safflane

was delivered

and Gagosian

in the Tansey Invoice.

in any manner
behalf

Painting

whatsoever,

of anyone

identified

5, 2009, and
to Safflane.

are the only parties

The Tansey

indicate

Invoice does not,

that Gagosian

other that itself.

Gagosian

was acting

is specifically

as the entity from which the Tansey Painting

purchased.

Safflane

the Tansey

Painting.

purported

commission

paid only Gagosian,
The Tansey

Invoice

or the amount

price paid by Gagosian

to Cowles

Safflane

paid Gagosian

directly

Painting

as stated

pursuant

to the Tansey

delivered

on

was

and no other party,
does not indicate

a

of the original purchase

to Safflane.
25.

formally

memorandum

for the Tansey Painting.
for the full value of the Tansey

in the Tansey

Invoice.

Invoice by having

On or about April

advised

for

Gagosian

performed

the Tansey Painting

2, 2010, Gagosian's

Safflane via an e-mail

incorporating

counsel
a

dated April 2, 2010, inter alia, that the Met was

-12-

asserting

an alleged

Painting,

Gagosian

Tansey Painting
extremely

interest

was not authorized

as a principal

would be consummated

and/or

state orally or in writing

the painting

directly

between

through

In point

or about July 27, 2009, and when Plaintiff
with a counteroffer,

to Larry

[Gagosian]."

speak to Cowles
price during
Safflane

related

of fact, JG offered
of $3,000,000.00

Safflane

that "I have to speak

Cowles and Gagosian,

merchant-to-merchant

written

there was no

or otherwise,

between

and at no time did Cowles ever state,

words or in substance,
Cowles

about the

to the purchase by

and belief,

agreement,

or believe

-13-

in

or act as if, Gagosian was

acted at all times with Gagosian
basis and/or

on

subsequently

Painting.

Upon information

or agency

Cowles' agent.

as an agent for

or anyone other than Mr. Gagosian

of the Tansey

consignment

and

At no time did JG state that he had to

the negotiations

27.

JG replied

Safflane

JG or otherwise,

for a sum in excess

responded

that

the selling merchant

that it was acting

on Cowles' behalf.

to Safflane

believed

and that such sales

At no time did Gagosian,

Cowles or acting

Painting was

times, Safflane

in the sale of the Tansey Painting

Gagosian.

in any way to sell the

for Gagosian.

At all relevant

was acting

transaction

in the Tansey

and the sale of the Tansey

embarrassing
26.

Gagosian

31% ownership

on a

art-dealer-to-art-dealer

basis,

in which both acted independently,

self-interest,

nor could Gagosian

act as an agent,

otherwise,

for a principal

who ultimately

Plaintiffs

also incorporate

by reference

of paragraphs

c.

67 through

disclosed

or

does not have title.
herein

the allegations

69 as if fully set forth herein.

The Sale of Prince's "Millionaire
To Plaintiff Wylde By Gagosian
28.

guided by their own

On October

Nurse"

15, 2009, Gagosian

(2002)

showed Wylde the

following painting:
Millionaire Nurse
RICHARD PRINCE (b. 1949)
Signed, titled and dated 2002 on the overlap
Ink jet print and acrylic on canvas
58 x 36 in. (147.3 x 91.4 cm)
(the "Prince Painting") .
29.

On October

sheet on the Prince
30.
salesperson
a purchase

On Friday,

price

October

23, 2009, Gagosian,
wylde

the Prince

by its

Painting

for

of $2,200,000.00.

Gagosian

dated Friday, October
above,

gave Wylde a fact

Painting.

JG, sold to Plaintiff

31.

described

16, 2009, Gagosian

issued to Plaintiff

Wylde an invoice

23, 2009, on the same day as the sale

memorializing

the sale of the Prince Painting

to Wylde for the sum of $2,200,000.00

(the "Prince Agreement").

The invoice was sent to wylde, who was in Europe,
banks were closed.

Wylde was therefore

-14-

unable

after the

to initiate a

wire

transfer, which Wylde

opened

for business
32.

e-mailed

intended

on the following

Monday.

Two days later, on Sunday, October

Wylde and advised

owner of the Prince

had withdrawn

it from sale and the

cancelled.

Subsequently,

to" Wylde in the October

JG advised Wylde that he had "lied

25, 2009 e-mail and told Wylde that the

truth was that the owner of the Prince Painting
withdrawn
better

25, 2009, JG

him, inter alia, that the

Painting

sale was accordingly
33.

to do when the banks re-

had not

it from sale but that, rather, Gagosian

offer,

i.e., an offer higher

$2,200,000.00

offer Gagosian

Such acts defeated

in amount

had already

and destroyed

pursuant

to the Prince Agreement

breached

wylde's

had received a

than the

accepted
ability

to perform

the Prince Agreement.
34.

business

practice

work of art
unlawfully

repudiates

information

of entering

("Contract No.1")
seeks higher

upon receiving

offer,

upon

rejects

to the financial

and belief,

Gagosian

Gagosian

into a binding

has a

agreement

and thereafter,

offer(s)

such higher

and/or

and accordingly

from Wylde.

to sell a

Gagosian

for the same work of art, and

offer(s),
Contract

detriment

-15-

Gagosian

unlawfully

No. 1 and accepts

a higher

of the initial purchaser.

TANSEY

CLAIMS

AS AND FOR A FIRST CAUSE OF ACTION - AGAINST GAGOSIAN
(Breach of Express Warranty of Title)
35.
paragraphs

Plaintiffs

repeat

and reallege

1-27 of this Second Amended

the allegations

Complaint

of

as if fully set

forth herein.
36.

Gagosian's

representations

concerning

the Tansey Painting

affirmation

of fact or promise

relating

to the Tansey

and title thereto were an
made by the seller to the buyer

Painting,

the basis of Safflane's

made in July 2009

which were a material

purchase

of the Tansey Painting.

37. At the time of the sale of the Tansey
Safflane,
Safflane

and prior thereto
to purchase

and warranted

and as a part thereof,

the Tansey

to Safflane,

alia, that the Tansey

the Met, had been returned
Safflane

Gagosian

and/or

Safflane

the aforementioned
39.

2009 constituted

represented
inter
at

warranty

to Safflane

Painting

good, clear and unencumbered

title.
Painting

and warranties

and/or

guarantee

in July

that

good, clear and unencumbered

and/or that Safflane
title to the Tansey
-16-

relying on

and warranties.

representations

an express

title to the Tansey

and to induce

impliedly,

the Tansey

representations

could convey

to

to Cowles, and could be sold to

purchased

Gagosian's

painting

was no longer being exhibited

with good, clear and unencumbered
38.

Gagosian

Painting,

expressly

Painting

part of

would receive
Painting.

40. As a result of the foregoing,
damaged

in a sum reflecting

the time of trial
million),

has been

the value of the Tansey Painting

(estimated by Plaintiffs

with legal interest

all consequential

Safflane

to be in excess of $6

thereon and, in addition

and incidental

at

damages proximately

thereto,

caused

thereby.
AS FOR A SECOND CAUSE OF ACTION - AGAINST COWLES
(Breach of Express Warranty of Title)
41.
paragraphs

Plaintiffs

repeat

and reallege

35-40 of this Second Amended

the allegations

Complaint

of

as though

fully set forth herein.
42.

To the extent

facts in connection
Action
liable,

with any defense

herein under which Cowles
in whole or in part,

statements

of Gagosian

determined

that Gagosian

principal),

establishes

would be held vicariously
and/or

(e.g., in the event it is legally
was an agent
entered

for Cowles as a disclosed
by the Court for Safflane

with the First Cause of Action

both Gagosian

adequate

to the First Cause of

for the acts, omissions,

then any judgment

in connection
against

that Gagosian

and Cowles,

exclusively

against

Cowles,

established

by Gagosian

jointly

should be entered

and/or severally,

depending

upon the specific

in connection

with its defense.

-17-

or

facts

AS AND FOR A THIRD CAUSE OF ACTION - AGAINST GAGOSIAN
(Breach of Implied Warranty of Title)
43.
paragraphs

Plaintiffs

repeat and reallege

1-27 of this Second Amended

the allegations

Complaint

of

as if fully set

forth herein.
44.
contained

The contract

to sell the Tansey Painting

an implied warranty

good, and its transfer
was to be delivered

that the title conveyed was to be

rightful,

to Safflane

and that the Tansey Painting
free from any lien, encumbrance

or claims by third parties.
45.
constituted

to Safflane

Painting

46.

Safflane

the aforementioned
47.

that Safflane

purchased

warranties

title to

Painting.

the Tansey

and/or

Painting

relying

(estimated by Plaintiffs
thereon

and incidental

Safflane

has been

-18-

at

to be in excess of $6

and, in addition

damages

thereby.

on

guaranties.

the value of the Tansey Painting

legal interest

all consequential

that Gagosian

would receive good,

As a result of the foregoing,

the time of trial
with

guarantee

title to the Tansey

in a sum reflecting

million),

and/or

in July 2009

good, clear and unencumbered

and/or

clear and unencumbered

damaged

representations

an implied warranty

could convey
the Tansey

Gagosian's

proximately

thereto,

caused

AS AND FOR A FOURTH CAUSE OF ACTION - AGAINST COWLES
(Breach of Implied Warranty of Title)
48.
paragraphs

Plaintiffs

repeat

and reallege

43-47 of this Second Amended

the allegations

Complaint

of

as though

fully set forth herein.
49.

To the extent that Gagosian

facts in connection
Action

with any defense

establishes

adequate

to the Third Cause of

herein under which Cowles would be held vicariously

liable,

in whole or in part,

statements

of Gagosian

determined

that Gagosian

principal),

against

(e.g., in the event

it is legally

entered by the Court for Safflane

with the Third Cause of Action

both Gagosian

and Cowles,

exclusively

against

established

by Gagosian

and/or

was an agent for Cowles as a disclosed

then any judgment

in connection

for the acts, omissions,

jointly

Cowles, depending

should be entered

and/or severally,

upon the specific

in connection

with

or

facts

its defense.

AS AND FOR A FIFTH CAUSE OF ACTION - AGAINST GAGOSIAN
(Breach of Implied Warranty of Merchantability)
50.
paragraphs

Plaintiffs

repeat

and reallege

1-27 of this Second Amended

the allegations

Complaint

of

as though fully

set forth herein.
51.
contained

Gagosian's

an implied

agreement

warranty

to sell the Tansey Painting

of merchantability

that, inter

alia, title to the Tansey Painting was to pass without objection
in the trade pursuant

to the description

-19-

in the Tansey Invoice,

was fit for the ordinary
Tansey Painting
affirmations

purposes

for which goods such as the

are used and would conform

to the promises

or

of fact made by Gagosian.

52.

Safflane

purchased

the Tansey

Painting

relying on

53. As a result of the foregoing,

Safflane

has been

such warranties.

damaged

in a sum reflecting

the time of trial
million),

the value of the Tansey Painting

(estimated by Plaintiffs

with legal interest

all consequential

to be in excess of $6

thereon and, in addition

and incidental

at

damages proximately

thereto,

caused

thereby.
AS AND FOR A SIXTH CAUSE OF ACTION - AGAINST COWLES
(Breach of Implied Warranty of Merchantability)
54.
paragraphs

Plaintiffs

repeat and reallege

50-53 of this Second Amended

the allegations

Complaint

of

as though

fully set forth herein.
55.

To the extent

facts in connection
Action
liable,

that Gagosian

with any defense

establishes

adequate

to the Fifth Cause of

herein under which cowles would be held vicariously
in whole or in part,

statements

of Gagosian

determined

that Gagosian

principal),

(e.g., in the event

it is legally

entered by the Court for Safflane

with the Fifth Cause of Action

against both Gagosian

and/or

was an agent for Cowles as a disclosed

then any judgment

in connection

for the acts, omissions,

and Cowles,
-20-

jointly

should be entered

and/or

severally,

or

exclusively

against

Cowles,

established

by Gagosian

depending

upon the specific

in connection

with its defense.

AS AND FOR A SEVENTH CAUSE OF ACTION - AGAINST
(Breach of Contract)
56.
paragraphs

Plaintiffs

repeat and reallege

1-27 of this Second Amended

facts

GAGOSIAN

the allegations

Complaint

of

as though fully

set forth herein.
57. On July 31, 2009, Safflane
into a contract,

for good and valuable

Gagosian

agreed to sell the Tansey

purchase

price of $2,500,000.00,

to Safflane
Tansey

and Gagosian

consideration,

Painting

entered
in which

to Safflane

and Gagosian

for a

thereafter

issued

an invoice dated July 31, 2009, for the sale of the

Painting.
58.

Gagosian

On or about August

5, 2009, Safflane

the sum of $2,500,000.00,

paid

thereby performing

its part

of the contract.
59. Gagosian
neglecting
Safflane

to perform

breached

the contract

its obligations

good, clear and unencumbered

by failing and

by not conveying

to

title to the Tansey

Painting.
60.
damaged

As a result

in a sum reflecting

the time of trial
million),

of the foregoing,

Safflane

the value of the Tansey

(estimated

with legal interest

by Plaintiffs

Painting

at

to be in excess of $6

thereon and, in addition

-21-

has been

thereto,

all consequential

and incidental

damages proximately

caused

thereby.
AS AND FOR A EIGHTH CAUSE OF ACTION - AGAINST
(Breach of Contract)
61.
paragraphs

Plaintiffs

repeat and reallege

56-60 of this Second Amended

COWLES

the allegations

Complaint

of

as though

fully set forth herein.
62. To the extent
facts in connection
Action

with any defense

herein under which

liable,

of Gagosian

determined

that Gagosian

principal),

was an agent for Cowles as a disclosed

against

established

by Gagosian

Cowles,

Cause of Action

should be entered

jointly and/or

severally,

depending

upon the specific

in connection

or

with its defense.

AS AND FOR A NINTH

paragraphs

entered by the Court for Safflane

and Cowles,

exclusively

63.

and/or

(e.g., in the event it is legally

with the Seventh

both Gagosian

adequate

to the Seventh Cause of

for the acts, omissions,

then any judgment

in connection

establishes

Cowles would be held vicariously

in whole or in part,

statements

against

that Gagosian

Plaintiffs

CAUSE OF ACTION
(Fraud)

- AGAINST

repeat and reallege

1-27 of this Second Amended

facts

GAGOSIAN

the allegations

Complaint

of

as though fully

set forth herein.
64.
allegedly

Gagosian

failed to inform Safflane

owned a 31% interest

in the Tansey

-22-

that the Met

Painting

and that

Gagosian

was not legally authorized

good, clear and unencumbered
65.

Gagosian

representations
Painting

to transfer

to Safflane

title to the Tansey Painting.

knew or should have known that its

to Safflane

concerning

title to the Tansey

were false, that such misrepresentations

(see, inter alia, paragraph

and omissions

14, above) were made with knowledge

of their falsity and with the intent and for the purpose
deceiving
Tansey

and defrauding

Painting

and inducing

or were made with reckless

or not such representations
communicated
Tansey

concerning

66.
paragraphs

to Safflane

further

The specifics

The Tansey

part of one combined
acquired

and justifiably

of Gagosian

rely

set forth

Painting.

of the fraud are alleged

in the

Complaint,

and

that follow.
Painting

transaction

was acquired

from Cowles, purportedly

by Roy Lichtenstein,

by Gagosian

through which Gagosian

also

the following

after a viewing

-23-

as

acting on behalf of Jan cowles

(but in fact Cowles had no such authority),
painting

be taken as true

27 of this Second Amended

in the allegations
67.

to actually

and omissions

the Tansey

11 through

the

that such material

and caused and induced Safflane

above by purchasing

to whether

misrepresentations

and omissions

on the misrepresentations

disregard

the

Gagosian

and intended

misrepresentations

to purchase

were true or false.

such fraudulent

Painting

Safflane

of

of the painting

in

Jan Cowles' private

residence

in New York City:

Girl in Mirror, 1964
Enamel on steel
42 x 42 in. (106.7 x 106.7 ern)
ROY LICHTENSTEIN
(1923-1997) (the "Lichtenstein
68.

At the time of the combined

some time prior

thereto,

transaction,

Cowles was in an impecunious

desperate

financial

knowledge

in the art world and which Gagosian

tapped

condition,

into and exploited

Gagosian
Painting,

by stating

wife Dorothy

to Cowles:

Cowles,

owned by Jan Cowles
Gagosian

informed

cash was of sufficient
have the Lichtenstein
than its fair market

Mr. Gagosian

for sale.

severity
Painting

transaction,

and to obscure

Lichtenstein

Painting,

Painting,
Painting

to

prior to the
Painting

Gagosian

was

and Mr.

to know that Cowles had no authority

Painting,

value.

with

of the Lichtenstein

that the Lichtenstein

knew or had reason

used

that the late Roy Lichtenstein's

and possibly

to sell the Lichtenstein

Tansey

himself

to the Lichtenstein

a sales transaction

Lichtenstein

time he contacted

Mr. Gagosian

to show and sell the Lichtenstein

and facilitate

if not

and Mr. Gagosian

of fact to ingratiate

to gain entre and access

to induce Cowles

and for

which was a matter of common

to their advantage.

as a ruse a false statement
Cowles,

Painting").

and that his desperation

that he would permit Gagosian
for an amount

substantially

In order to induce Cowles
the severe undervaluation

Gagosian

for

also purchased

Painting.
-24-

to

less

into this
of the

from Cowles the

69.

Gagosian

could acquire
Painting

had the motive

the Tansey

Painting

on unconscionably

reap a high profit margin
third-parties,
complete

unlawful,

illicit,

Gagosian

and Cowles,

business

with Gagosian

nefarious

Painting,

and/or

seamy business

relationship

and/or

dealings

of

doing any

in the fraudulent

and to avoid the risk of future

Instead,

arising

out of Gagosian's

Gagosian's

it to maintain

misrepresentations

its fruitful

client

and Wylde.
of the foregoing,
the value

thereon

and incidental

-25-

has been
at

to be in excess of $6

and, in addition

damages

thereby.

Safflane

of the Tansey Painting

(estimated by Plaintiffs

with legal interest

all consequential

acquisition

would not have purchased

legal consequences

permitted

to

been aware of the

and internecine

Cowles,

in a sum reflecting

million),

and

of the

Gagosian's

to avoid any complicity

with Safflane

the time of trial

surrounding

and certainly

70. As a result
damaged

which were unaware

it would not have continued

practices.

and/or omissions

terms, as aforesaid,

In fact, had Safflane

of these art works.

litigation

the Lichtenstein

from the sale of those paintings

such as Safflane,

acts of Gagosian

and/or

lopsided

set of circumstances

the Tansey

to commit fraud, as it

proximately

thereto,

caused

AS AND FOR A TENTH CAUSE OF ACTION
(Fraud)
71.
paragraphs

Plaintiffs

- AGAINST

repeat and reallege

63-70 of this Second Amended

COWLES

the allegations

Complaint

of

as though

fully set forth herein.
72.

To the extent

facts in connection
Action herein
liable,

that Gagosian

with any defense

statements

of Gagosian

determined

that Gagosian

to the Ninth Cause of

for the acts, omissions,

was an agent for Cowles as a disclosed

with the Ninth

against both Gagosian

entered by the Court for Safflane
Cause of Action

and Cowles,

exclusively

against

established

by Gagosian

Cowles,

jointly

should be entered

and/or severally,

depending

upon the specific

in connection

or

with its defense.

AS AND FOR A ELEVENTH CAUSE OF ACTION - AGAINST
(Negligent Misrepresentation)
73.

and/or

(e.g., in the event it is legally

then any judgment

in connection

paragraphs

adequate

under which Cowles would be held vicariously

in whole or in part,

principal),

establishes

Plaintiffs

repeat and reallege

1-27 of this Second Amended

facts

GAGOSIAN

the allegations

Complaint

as though fully

set forth herein.
74.
confidence

Gagosian

is and was in a special position

and trust with Plaintiffs,

above in paragraphs
and specialized

13 and 18.

expertise

has and had a unique

in the art market,

-26-

of

as more fully set forth

Gagosian

of

including

relationships
renowned

with museums

artists

such as the Met and with world-

such as Tansey,

as more fully set forth

hereinabove.
75.
correct

Gagosian

information
76.

and

to the Plaintiffs.

Gagosian

representations
Gagosian

had a duty to impart accurate

made reckless,

to Plaintiffs

negligent

(see paragraph

and false

14, above), which

knew or should have known were untrue and inaccurate.

Such representations
Plaintiff
Painting

Safflane

were known by the Gagosian
for the purpose

of purchasing

the Tansey

for the sum of $2,500,000.00.
77. When Gagosian

title issues related
discharge

was made aware of the possible

to the Tansey

its duty of reasonable

by not making proper

inquiry

Painting,

care

ownership

of the Tansey

to confirm

paragraph

14), and Plaintiff

Gagosian's

misleading

detriment.

Gagosian
Safflane

any other party

Painting

Gagosian

(see paragraph

the truth or falsity of eels statements

Plaintiff

to be desired by

eels alleged
related

and incomplete

reasonably

by failing

that it took no steps to contact

to confirm

eels alleged

Painting.

-27-

rights

rights or

(including

relied upon

representations

was also negligent

14, above)

to the title and

as set forth above

Safflane

failed to

to its
to inform
the Met or

to the Tansey

78.
purchase

Plaintiff

Safflane

the Tansey painting,

much less consummate

had it known title and ownership
79. Gagosian
omissions

proximately

would not have offered to

to the work were an issue.

violated

caused

its duty and its actions and/or

Plaintiff

Safflane

80. As a result of the foregoing,
damaged

in a sum reflecting

the time of trial
million),

damage.

Safflane

has been

the value of the Tansey Painting at

(estimated by Plaintiffs

with legal interest

all consequential

its purchase,

thereon

and incidental

to be in excess of $6

and, in addition

thereto,

damages proximately

caused

AS AND FOR A TWELFTH CAUSE OF ACTION - AGAINST
(Negligent Misrepresentation)

COWLES

thereby.

81.
paragraphs

Plaintiffs

repeat

and reallege

73-80 of this Second Amended

the allegations

Complaint

of

as though

fully set forth herein.
82.

To the extent

facts in connection
Action
liable,

with any defense

establishes

to the Eleventh

adequate

Cause of

herein under which Cowles would be held vicariously
in whole or in part,

statements

of Gagosian

determined

that Gagosian

principal),

for the acts, omissions,

was an agent for Cowles as a disclosed
entered

with the Eleventh

against

and/or

(e.g., in the event it is legally

then any judgment

in connection
entered

that Gagosian

both Gagosian

by the Court for Safflane

Cause of Action

and Cowles,
-28-

should be

jointly and/or

severally,
specific

or exclusively

against

facts established

Cowles, depending

by Gagosian

upon the

in connection

with its

defense.
AS AND FOR A THIRTEENTH CAUSE OF ACTION - AGAINST GAGOSIAN
(Violation of New York Arts and cultural Affairs Law § 13.03)
83.
paragraphs

Plaintiffs

repeat

and reallege

1-27 of this Second Amended

the allegations

Complaint

of

as though fully

set forth herein.
84. Gagosian
Affairs

Law

and/or

injure Safflane,

Tansey

Painting

payment

attesting

85.

Painting

paragraph

for the

when,

when

in fact, good, clear
after payment

in

by Gagosian.

The Tansey

because,

deceive

would pass to Safflane

title did not pass to Safflane

the law as Gagosian
to Safflane

to defraud,

that title and accompanying

in full had been received,

full had been received

Invoice

is false and Gagosian

could not pass title to the Tansey
upon information

7's exclusionary

language

title to the Tansey

Painting.

title to the Tansey

Painting

in a sum reflecting

and belief

above),

violated
Painting

(subject to the

Gagosian

never had

Good, clear and unencumbered
could not pass to Plaintiff

when it made payment
86. As a result

damaged

intending

made and issued an invoice

of the Tansey

and unencumbered

Safflane

the New York Arts and Cultural

13.03 as Gagosian,

§

authenticity

violated

to Gagosian.

of the foregoing,

Safflane

the value of the Tansey
-29-

has been

Painting

at

the time of trial
million),

(estimated by Plaintiffs

with legal interest

all consequential

thereon

and incidental

to be in excess of $6

and, in addition

damages proximately

thereto,

caused

thereby.
AS AND FOR A FOURTEENTH CAUSE OF ACTION - AGAINST COWLES
(Violation of New York Arts and cultural Affairs Law § 13.03)
87.
paragraphs

Plaintiffs

repeat

and reallege

83-86 of this Second Amended

the allegations

Complaint

of

as though

fully set forth herein.
88. To the extent
facts in connection
Action

that Gagosian

with any defense

herein under which Cowles

liable,

in whole or in part,

statements

of Gagosian

determined

that Gagosian

principal),

entered

severally,
specific

Cause of

would be held vicariously

for the acts, omissions,

and/or

was an agent for Cowles as a disclosed
entered

with the Thirteenth

against

to the Thirteenth

adequate

(e.g., in the event it is legally

then any judgment

in connection

establishes

both Gagosian

or exclusively

facts established

by the Court for Safflane

Cause of Action

and Cowles,

against

Cowles,

by Gagosian

defense.

-30-

should be

jointly and/or
depending

in connection

upon the
with its

AS AND FOR A FIFTEENTH CAUSE OF ACTION-AGAINST
(Unjust Enrichment)
89.
paragraphs

Plaintiffs

repeat

and reallege

1-27 of this Second Amended

GAGOSIAN

the allegations

Complaint

of

as though fully

set forth herein.
90. As a result of Gagosian's
Painting

to Safflane,

Gagosian

91. Gagosian's
Safflane's

sale of the Tansey

was unjustly

unjust

enrichment

enriched.
was at Plaintiff

expense.
92. The circumstances

conscience

require

Plaintiff

Gagosian

are such that equity and good

to make

full restitution

Safflane.
93. As a result of the foregoing,

has been damaged
Painting
excess

in a sum reflecting

at the time of trial

of $6 million),

addition

thereto,

proximately

paragraphs

Safflane

the value of the Tansey

with legal interest

to be in

thereon and, in

and incidental

damages

thereby.

AS AND FOR A SIXTEENTH CAUSE OF ACTION
(Unjust Enrichment)
94.

Plaintiff

(estimated by Plaintiffs

all consequential

caused

to

Plaintiffs

repeat

- AGAINST

and reallege

89-93 of this Second Amended

COWLES

the allegations

Complaint

of

as though

fully set forth herein.
95.

To the extent

facts in connection

that Gagosian

with any defense

-31-

establishes

to the Fifteenth

adequate
Cause of

Action

herein under which it were established

unjustly

enriched

Painting

to Safflane

vicariously
omissions,

as a result of Gagosian's
and/or under which

liable,
and/or

that Gagosian

disclosed

principal),

then any judgment

Safflane

in connection

be entered against
severally,
specific

for the acts,

of Gagosian

is legally determined

(e.g., in the event it

was an agent for Cowles as a
entered by the Court for

with the Fifteenth

both Gagosian

or exclusively

facts established

sale of the Tansey

Cowles would be held

in whole or in part,

statements

that cowles was

Cause of Action

and Cowles,

against

Cowles,

by Gagosian

should

jointly and/or

depending

upon the

in connection

with its

defense.
PRINCE CLAIMS

- BY WYLDE

ONLY AGAINST

GAGOSIAN

ONLY

AS AND FOR A SEVENTEENTH CAUSE OF ACTION
(Repudiation and/or Breach of Contract)
96.
paragraphs
though

Plaintiffs

repeat and reallege

1-10 and 28-34 of this Second Amended

Complaint

of

as

fully set forth herein.
97.

On october

into an agreement

23, 2009, Wylde

for Wylde

the sum of $2,200,000.00,

to purchase

and Gagosian

of the purchase

for

as set forth above.

and able to perform

Prince Agreement

entered

the Prince Painting

98. At all times herein mentioned,
willing

the allegations

Wylde was ready,

the terms and conditions

on his part to be performed,
price therefore

in full.
-32-

of the

including,

payment

99. On October
cause, Gagosian
Agreement
deliver

unlawfully

by unlawfully

the Prince

and received
confirmed

25, 2009, without
repudiated

cancelling,

Painting

a higher

and breached

failing

counsel's

in court

the Prince

and refusing

to Wylde because

offer for the Prince

by Gagosian's

legal reason or

Gagosian

to

had sought

Painting.

As

statement

on May 13,

2011 before the Hon. Denise Cote, on Monday,

October

Gagosian

buyer who made a

sold the Prince Painting

higher offer.

Gagosian

notwithstanding
binding

accepted

that Gagosian

agreement

to another
such higher

offer

and Wylde had entered

for the sale of the Prince

100. As a result of the foregoing,
damaged

in a sum exceeding

the precise
interest

amount

thereon

consequential

One Million

to be proven

into a

Painting.
Wylde has been

Dollars

($1,000,000.00),

at trial, with appropriate

and in addition

and incidental

26, 2009,

thereto,

damages

including

proximately

legal

all

related

thereto.
AS AND FOR AN EIGHTEENTH CAUSE OF ACTION
(Deceptive and Misleading Business Practices-GBL § 349 et seq.)
101. Plaintiffs
paragraphs

repeat

and reallege

the allegations

1-10 and 28-34 of this Second Amended

Complaint

of

as

though fully set forth herein.
102. Gagosian

has engaged

in violation

in deceptive

business

practices

Sections

349 et seq. as set forth above

and misleading

of New York General Business

-33-

in paragraph

34.

Law

103. Gagosian

is an art gallery open to the public at

large and sells works of art to the public at large, and has
engaged

in deceptive

impact on the public

and dishonest

at large, including

New York City and throughout
104. Gagosian
affecting
business

consumers
practice

offer(s)

repudiating
detriment

that has a broad

collectors

of art in

the world.

has engaged

at large.

in consumer

Gagosian,

of entering

works of art and thereafter
higher

misconduct

by maintaining

into binding

unlawfully

related activity

agreements

a
to sell

seeking and/or accepting

for the same works of art and unlawfully

and/or

rejecting

of the original

were and are deceptive

the prior binding

purchasers,

in material

agreements

utilizes

respects

to the

tactics which

and Plaintiffs

have

been injured thereby.
105. As a result
for deceptive
Gagosian

amount

and misleading

in favor of Wylde,

exceeding

One Million

to be proven

damages

business

a cause of action

practices

exists against

and Wylde has been damaged

Dollars

($1,000,000.00),

at trial, with appropriate

thereon and in addition
incidental

of the foregoing,

thereto,

proximately

including

related

-34-

in a sum

the precise
legal interest

all consequential

thereto.

and

AS AND FOR A NINETEENTH CAUSE OF ACTION
(Unjust Enrichment)
106. Plaintiffs
paragraphs
though

repeat

and reallege

the allegations

1-10 and 2S-34 of this Second Amended

Complaint

of

as

fully set forth herein.
107. As a result of Gagosian's

sale of the Prince
offer, Gagosian

Painting

of the

to Wylde in order to accept a better

was unjustly

lOS. Gagosian's

cancellation

enriched.

unjust

enrichment

was at Wylde's

expense.
109. The circumstances
conscience

require

Gagosian

are such that equity

to make full restitution

110. As a result of the foregoing,
been damaged

in a sum exceeding

($100,000.00),
appropriate
including
related

the precise

One Hundred

amount

legal interest

all consequential

Thousand

Wylde has

Dollars

at trial, with

and in addition

and incidental

to wylde.

Plaintiff

to be proven

thereon

and good

thereto,

damages

proximately

thereto.
AS AND FOR A TWENTIETH CAUSE OF ACTION
(Breach of the Implied Covenant
Of Good Faith and Fair Dealing)
111. Plaintiffs

paragraphs
though

repeat and reallege

the allegations

1-10 and 2S-34 of this Second Amended

Complaint

of

as

fully set forth herein.
112. By soliciting

Gagosian

accepted,

Gagosian

and exploiting
defeated
-35-

a higher

and destroyed

offer which

Wylde's

right

to receive

the fruits of its bargain,

including

to, the value of the Prince Agreement,
Wylde's

reasonable
113.

damaged

interest

As a result of the foregoing,

amount

thereon

consequential

and interfered

with

expectations.

in a sum exceeding

the precise

but not limited

One Million

to be proven

Dollars

($1,000,000.00),

at trial, with appropriate

and in addition

and incidental

Wylde has been

thereto,

damages

including

proximately

legal

all

related

thereto.
AS AND FOR A TWENTY-FIRST CAUSE OF ACTION
(Specific Performance)
114. Plaintiffs
paragraphs
though

.

repeat

and reallege

the allegations

1-10 and 28-34 of this Second Amended

Complaint

of

as

fully set forth herein.
115. Gagosian

interest

has refused

Wylde's

legal

in the Prince Painting.
116. Plaintiffs
117. As a result

entitled

to acknowledge

to a judgment

the Prince Agreement

have no adequate

remedy at law.

of the foregoing,

Plaintiff

of specific

performance

for the Prince

Painting.

-36-

Wylde is

by Gagosian

on

JURY DEMAND
Plaintiffs

demand

WHEREFORE,
a.

Painting

Million

Plaintiffs

demand

judgment:

On the First Cause of Action,

favor of Plaintiff
Tansey

a jury for all claims stated herein.

Dollars

Safflane,

($6,000,000.00),

addition

thereto,

damages

proximately

Painting

Million

Dollars

Safflane,

damages

proximately

Painting

Million

Dollars

related

Six

to be proven

and in

and incidental

Safflane,

against

Cowles

the precise

amount

thereon

all consequential

in

the value of the

in a sum exceeding

six

to be proven

and in

and incidental

theretoi

On the Third Cause of Action,
damages

at the time of trial,
($6,000,000.00),

at trial, with appropriate

amount

reflecting

legal interest

including

favor of Plaintiff
Tansey

damages

($6,000,000.00),

thereto,

the value of the

thereon

Cause of Action,

at the time of trial,

addition

in

theretoi

On the Second

at trial, with appropriate

c.

the precise

all consequential

related

Gagosian

in a sum exceeding

legal interest

including

favor of Plaintiff
Tansey

reflecting

at the time of trial,

at trial, with appropriate

b.

damages

against

reflecting

Gagosian

legal interest

in

the value of the

in a sum exceeding

the precise

-37-

against

amount

thereon

Six

to be proven

and in

addition

thereto,

damages

proximately
d.

including

On the Fourth Cause of Action,

Painting

Million

and incidental

related thereto;

favor of Plaintiff
Tansey

all consequential

Dollars

Safflane,

($6,000,000.00),

addition

thereto,

damages

proximately

thereon and in

all consequential

related

Dollars

($6,000,000.00),

thereto,

damages

proximately
f.

Painting

Million

Dollars

interest

Safflane,

damages

($6,000,000.00),

thereto,

damages

proximately

including
related

amount to be proven

and incidental

thereto;

at the time of trial,

addition

Six

thereon and in

On the Sixth Cause of Action,

at trial, with appropriate

in

the value of the

in a sum exceeding

all consequential

related

against Gagosian

reflecting

the precise

legal

including

favor of Plaintiff
Tansey

damages

at the time of trial,

addition

and incidental

thereto;

Safflane,

at trial, with appropriate

Six

amount to be proven

On the Fifth Cause of Action,

Painting

Million

interest

in

the value of the

in a sum exceeding

the precise

legal

including

favor of Plaintiff
Tansey

reflecting

at the time of trial,

at trial, with appropriate

e.

damages

against Cowles

legal

reflecting

interest

-38-

Six

amount to be proven

thereon and in

all consequential

in

the value of the

in a sum exceeding

the precise

thereto;

against cowles

and incidental

g.

On the Seventh

in favor of Plaintiff
the Tansey Painting
Million

Dollars

Safflane,

($6,000,000.00),

thereto,

Tansey

Painting

Million

Dollars

($6,000,000.00),

thereto,

damages

proximately
i.

amount to be proven

thereon

Million

the precise

Dollars

($6,000,000.00),

thereto,

damages

proximately
j.

to be proven

and incidental

related

the precise

amount

thereon

all consequential

in

the value of the

in a sum exceeding

Six

to be proven

and in

and incidental

thereto;

On the Tenth Cause of Action,
Safflane,

against Gagosian

reflecting

legal interest

including

favor of Plaintiff
Painting

damages

at the time of trial,

addition

amount

Six

thereto;

Safflane,

at trial, with appropriate

the value of the

thereon and in

all consequential

related

against Cowles in

in a sum exceeding

On the Ninth Cause of Action,

Painting

and in

and incidental

reflecting

legal interest

including

favor of Plaintiff
Tansey

damages

at the time of trial,

addition

Six

thereto;

Safflane,

at trial, with appropriate

Tansey

the precise

On the Eighth Cause of Action,

favor of Plaintiff

the value of

in a sum exceeding

all consequential

related

against Gagosian

reflecting

legal interest

including

damages proximately
h.

damages

at the time of trial,

at trial, with appropriate
addition

Cause of Action,

damages

at the time of trial,

-39-

against

reflecting

Cowles

in

the value of the

in a sum exceeding

Six

Million Dollars

($6,000,000.00),

at trial, with appropriate
addition

thereto,

k.

legal interest

including

damages proximately

Million Dollars

addition

damages

Tansey Painting

at the time of trial,

Million Dollars

($6,000,000.00),

addition

thereto,

m.
Gagosian

exceeding

related

amount to be proven

the value of the

the precise

amount

thereon

Six

to be proven

and in

and incidental

theretoi

in favor of Plaintiff
Painting

Six Million

Cowles in

in a sum exceeding

all consequential

On the Thirteenth

value of the Tansey

and in

against

reflecting

legal interest

including

damages proximately

to be proven

and incidental

Cause of Action,

Safflane,

at trial, with appropriate

thereon

Six

theretoi

On the Twelfth

favor of Plaintiff

amount

all consequential

related

the value of

in a sum exceeding

the precise

legal interest

including

against Gagosian

reflecting

at the time of trial,

damages proximately
1.

damages

($6,000,000.00),

thereto,

and in

and incidental

Cause of Action,

Safflane,

at trial, with appropriate

thereon

to be proven

theretoi

On the Eleventh

the Tansey Painting

amount

all consequential

related

in favor of Plaintiff

the precise

Dollars

Cause of Action,
Safflane,

damages

against
reflecting

at the time of trial,
($6,000,000.00),

at trial, with appropriate

-40-

the

in a sum

the precise
legal interest

thereon

and in addition

incidental

damages proximately
n.

the Tansey

Painting

Dollars

thereto,

damages

related

the precise

Cause of Action,

thereto,

thereto,

damages

damages

proximately

related

the precise
legal interest

against

reflecting

legal interest

and

Cowles

the value of

in a sum exceeding
amount

thereon

all consequential

-41-

in a sum

all consequential

the precise

thereto;

the

thereto;

at the time of trial,

including

reflecting

Cause of Action,

($6,000,000.00),

addition

including

related

Safflane,

at trial, with appropriate

against

damages

($6,000,000.00),

On the sixteenth

Painting

Dollars

Safflane,

proximately

in favor of Plaintiff

Million

and incidental

at trial, with appropriate

damages

to be proven

and in

at the time of trial,

Dollars

and in addition

the Tansey

thereon

Six

thereto;

Painting

to be proven

p.

Cowles

the value of

amount

all consequential

On the Fifteenth

Six Million

incidental

against

reflecting

legal interest

including

value of the Tansey

thereon

thereto;

damages

in favor of Plaintiff

exceeding

and

at the time of trial, in a sum exceeding

proximately
o.

all consequential

Cause of Action,

($6,000,000.00),

addition

amount

related

Safflane,

at trial, with appropriate

Gagosian

including

On the Fourteenth

in favor of Plaintiff

Million

thereto,

Six

to be proven

and in

and incidental

q.
Gagosian

On the Seventeenth

in favor of Plaintiff

One Hundred

Thousand

to be proven

proven

thereto,

Dollars

damages

proximately
s.

Gagosian

related

Wylde,

thereto,

damages

Gagosian

including
related

Cause of Action,

Wylde,

to be proven

incidental

damages

Dollars

thereto,

damages

to be

thereon and in

against

in a sum exceeding

the precise

legal interest

amount

to be

thereon and in

and incidental

Cause of Action,
Wylde,

damages

($100,000.00),

at trial, with appropriate

and in addition

amount

thereto;

On the Twentieth

Thousand

against

and incidental

all consequential

in favor of Plaintiff

One Hundred

and

in a sum exceeding

the precise

($1,000,000.00),

proximately
t.

damages

legal interest

at trial, with appropriate

addition

thereon

thereto;

On the Nineteenth

Dollars

amount

thereto;

all consequential

in favor of Plaintiff

One Million

the precise

Cause of Action,

($1,000,000.00),

including

in a sum exceeding

all consequential

at trial, with appropriate
thereto,

against

legal interest

related

On the Eighteenth

addition

proven

including

in favor of Plaintiff

One Million

damages

($100,000.00),

damages proximately
r.

Gagosian

Wylde,

at trial, with appropriate

and in addition
incidental

Dollars

Cause of Action,

including

proximately

in a sum exceeding

the precise

legal interest

all consequential

related

-42-

against

thereto;

amount
thereon

and

u.

Judgment

on the Twenty-First

Cause of Action:

i.

ii.

v.
relief

ordering and decreeing that Gagosian
specifically perform the contract concerning
the Prince Paintingi and
adjudging that Plaintiff Wylde is the true
owner of the Prince Paintingi and

Granting

to the Plaintiffs

as this Court shall deem just and proper,

the costs and disbursements
attorneys'

Dated:

such other and further

of this action,

together

with

and reasonable

fees.

New York, New York
July 20, 2011
Respectfully

submitted,

AARON RICHARD GOLUB, ESQ., P.C.
Attorneys for Plaintiffs

ft45-~
BY: s/Nehemiah S. Glanc
rd
34 East 67th Street - 3
Floor
New York, New York 10065
ph: 212-838-4811
fx: 212-838-4869
NSG 7264

-43-

Yours, etc.

New Y OT'k, ew Y OT'k
N
10065

Attorney for

Dated,

at

New YOT'k,New YOT'k10065

34 -Gas-!: 7th St-reet - 3""t=looT'
6

AaT'on RichaT'd Golub, [squi-re,

Yours, etc.

M.

P.C.

PLEASE take notice that an order
of which the within is a true copy will be presented
for settlement to the Hon.
on

=======NOTICE OF SETTLEMENT======

Attorney( s) for

To

p.C.

34 -Gas-!: 7th Sheet-3"" t=looT'
6

AaT'on RichaT'd Golub, [squiT'e,

Office and Post Office Address

Attorney for

Dated,

duly entered in the office of the clerk of the within
named court on

PLEASE take notice that the within is a (certified)
true copy of a

=========NOTICE OF ENTRY===========

'21'2-838-4811

New YOT'k,New YOT'k10065

Attorney(s) for

.

Dated
.

Service of copy of the within is hereby admitted

Attorney(s) for

To

p.C.

34 [as-!: 67th St-reet _3"J
1=looT'

AaT'on RichaT'd Golub, [squiT'e,

Attorneys for Plaintiffs
Office and Post Office Address, Telephone

CORRECTED SECOND AMENDED COMPLAINT

Defendant..

GAGOSIAN GALLERY, [NC.

-against-

Plaintiffs,

ll-CIV-1679 (DLC)
SAFFLANE HOLDINGS LTD., and
ROBERT WYLDE,

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
==========================================