NRA v. Ackerman, Virginia

Ackerman’s Answer, Plea in Bar, and Counterclaim

July 16, 2019

Filing Summary

This filing contains several important components.  First, Ackerman provides an “Answer” to the allegations in the NRA’s Amended Complaint (p.1-23).  Second, Ackerman seeks to strike the complaint based on the fact that the NRA allegedly filed the complaint against Ackerman without obtaining approval from the Board of Directors (p.23-24).  Third, and perhaps most interestingly from a factual perspective, Ackerman lodges counterclaims against the NRA for Breach of Contract, Breach of Implied Covenant of Good Faith and Fair Dealing, and Abuse of Process. (p.24-45).  Ackerman seeks “actual and consequential damages” of $50 million, in addition to punitive damages “of at least” $50 million.  Exhibit A to this document also includes the actual contract between the NRA and Ackerman.   

Key Points

  • Ackerman states that Wayne LaPierre “negotiated the terms of the [Oliver] North contract directly with Lt. Col. North and a detailed term sheet was sent to [Ackerman] for completion of the formal agreement.” (p.31, para 37 of the counterclaim).  This is of potential import since the NRA’s bylaws prohibit payment of a NRA Board President by the NRA and this could be viewed as a way of skirting that requirement by having a vendor pay the Board President (with the NRA ultimately reimbursing the expense).
  • With respect to the North Contract, Ackerman also alleges that NRA Treasurer Woody Philips “reviewed and approved the North Contract” and that the NRA Audit Committee reviewed a summary of the terms and approved the contract on September 8, 2018.   
  • Ackerman states that it met with Wayne LaPierre and/or NRA employee Todd Grable “on at least ten different occasions” to discuss NRA TV. (p.32, para 40 of the counterclaim). 
  • Ackerman claims the NRA’s reliance on a purported amendment of New York non-for-profit law is a “pretext” for the NRA’s requests for information from Ackerman, pointing out the “recent changes in the rules occurred in 2014 and those changes did not alter the long-standing requirements that the NRA’s board carefully consider related-party contracts.”  (p.33, para 43 of the counterclaim). 
  • Akerman states that the contract between the parties will require the NRA to “immediately owe [Ackerman] termination payments” of approximately $35 million if the contract is terminated.  Ackerman suggests the NRA’s lawsuit is a pretext for attempting to avoid these contractually required termination payments. (p.27, para 12 of the counterclaim). 
  • Ackerman notes the NRA had historically conducted audits of Ackerman’s expenses and that “these true audits have been conducted almost yearly without complaint or adverse findings by the NRA.” (p.30, para 30 of the counterclaim).  In 2018-2019, however, Ackerman alleges that Bill Brewer and his firm “improperly sought to interfere and expand the scope” of the Ackerman audit.  
  • Abuse of Process:  Ackerman claims the NRA is abusing the legal process by filing pleadings for “ulterior motive[s], unrelated to the issues in the case.”  Specifically, Ackerman claims that “LaPierre used the North-[Ackerman] contract as revealed by this Lawsuit to try to force Lt. Col. North to withdraw from consideration for reappointment as President of the NRA” and that this was because North “questioned… Brewer’s multi-million-dollar legal fees in a memo to the NRA Audit Committee.” (p.41, para 93 of the counterclaim). 
  • NRA-Ackerman Contract:  Attached to the filing as Exhibit A is the contract between NRA and Ackerman.  Most strikingly, the contract lays out the wide scope of work Ackerman did for the NRA including public relations, crisis management, strategic marketing services, advertising, media planning and placement, NRA TV production, and digital systems operational support.  Amendment 1 to the contract, which is also included in the filing, specifically references Oliver North and Dana Loesch’s contracts and the NRA’s obligations under those contracts.