Filing Summary

This filing is a transcript of the court’s proceeding on October 10, 2019.  The court determines that the case involves a “dry legal dispute” over the meaning of the indemnification bylaw and rules in favor of the NRA.

Key Points

• The court asks the NRA whether it has agreements with officers and directors other than Oliver North to reimburse legal fees. (Pg. 4.) The NRA states that “certain individuals” have agreements with the NRA that provide them with indemnification. (Pg. 4.)
• The NRA admits that after this case began, it passed a board resolution to provide indemnification for officers and directors. (Pg. 5.) That resolution provided that “[i]n the management’s discretion where directors and officers have incurred attorney’s fees in connection with responding to Congressional inquiries or in connection with current litigation, the NRA is authorized to indemnify them in the sound discretion of management, and only if it is compliant with the law and other provisions – and certain provisions in the internal policies of the NRA.” (Pg. 6.)
• North’s counsel states that the NRA presidency “doesn’t have any real power in practice.” (Pg. 15.)  When North raised issues of impropriety, LaPierre told him to “stay in his lane.” (Pg. 16.)
• North’s counsel argues that the NRA is “treating … North differently because it was the understanding of the Board … that they were entitled to indemnification and advancement under the bylaws of the NRA.” (Pg. 17.) As evidence, North’s counsel notes that “the resolution that the NRA just passed [described above] was done because the NRA directors had reached out to their board counsel asking questions” about why they were not entitled to indemnification when they thought they were. (Pgs. 17­­­–18.)
• NRA counsel argues that North was “not a whistleblower” but “acting to deflect scrutiny from his own misconduct” relating to his contract with Ackerman. (Pg. 30.) Counsel also claims that “Ackerman joined forces with … North, and they plotted to extort … LaPierre.” (Pgs. 30–31.)
• The court characterizes the lawsuit as a “somewhat dry legal dispute about what [the NRA indemnification bylaw] means.” (Pg. 32.)
• After deliberating, the court grants the NRA’s motion to dismiss North’s counterclaim requesting indemnification. (Pg. 33.) The court reasons that indemnification is a question of contract law and the “lurid facts” underlying the dispute between the NRA and North, and “whether … North is being singled out from other directors with respect to indemnification is not relevant.” (Pg. 33.) The court determines that the indemnification clause of the NRA Bylaws merely gives the NRA discretion to indemnify North but does not give North the right to indemnification. (Pg. 36.)