A lawyer for John S. Carter, the former president of the Independence Seaport Museum at Penn's Landing, said yesterday he was blindsided by the museum's lawsuit, filed Monday, alleging that Carter had stolen an estimated $2.4 million from the museum.

Mark Cedrone, Carter's attorney, said he had been "completely surprised" by the lawsuit, noting that he had been attempting to negotiate a resolution with museum officials.

"There's no question that John Carter did some things he probably shouldn't have, and we'd like to try and remedy that, but he's not responsible for stealing $2.4 million," Cedrone said.

The lawsuit alleges that most of the losses, about $1.8 million, involved Carter's personal use of museum boats.

Carter was fired last June, following an internal investigation.

The museum's chairman of the board, Peter McCausland, said yesterday that the museum seeks the return of all its assets and reimbursement of the stolen money, as well as the cost of its own investigation.

McCausland said insurance is expected to cover about $1 million.

The museum also wants to freeze Carter's assets in his Cape Cod hometown of Osterville.

The FBI in Philadelphia is also investigating Carter, sources said.

The lawsuit raises questions about whether the museum board was paying attention to Carter's actions.

The suit says Carter piled up $594,000 in charges on three museum credit cards between January 2003 and March 2006, and did not furnish any supporting documentation for the transactions.

In one example, Carter had more than $23,000 worth of deck furniture shipped to his Osterville residence but expensed it to the museum's yacht, the Enticer, the lawsuit said. The Enticer was sold last June for $1.9 million.

However, the lawsuit said the board was in the dark and had "no prior knowledge" of Carter's alleged chicanery.

Carter's attorney disputed that.

"Partly in the dark, maybe, but totally, no," Cedrone said.

McCausland, who was on and off the board during the period Carter allegedly defrauded the museum, defended himself and the board yesterday.

"Given what we know now, we would have had more oversight, but hindsight is 20-20," he said.

"You volunteer for board membership and you go to four board meetings a year and you get audited financial statements and you trust somebody," he said.

McCausland declined to comment on the specifics of the lawsuit.

During Carter's tenure, the museum board had some heavy hitters on it.

Walter D'Alessio, vice chairman of a real-estate-investment banking firm and chairman of the Philadelphia Industrial Development Corp., was chairman of the museum's board for 13 years, including the period during which Carter is alleged to have stolen millions.

D'Alessiowas traveling outside the city yesterday and unavailable for comment.

McCausland, who is chief executive of Airgas Inc., replaced D'Alessio as chairman in September 2005, but D'Alessio remains on the museum's board.

Other prominent board members include George L. Pew Jr., state Sen. Vince Fumo and Richard Hayne, president and chairman of Urban Outfitters Inc. Hayne joined the board last month.

McCausland said yesterday that the museum, founded in 1960 to showcase the city's port history, is on the mend financially and expects to hire a new president in a few months. *