First Amended Complaint — NRA v. Ackerman McQueen (N.D. Tex.)

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United States District Court for the Northern District of Texas, Dallas Division · No. 3:19-cv-02074-G-BK · Doc. 18 · 2019-10-25 · Docket on CourtListener

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PLAINTIFF’S FIRST AMENDED COMPLAINT 
Plaintiff the National Rifle Association of America (the “NRA” or the “Association”) files 
this First Amended Complaint against defendants Ackerman McQueen, Inc. (“Ackerman”), 
Mercury Group, Inc. (“Mercury” and, together with Ackerman, “AMc”), Henry Martin (“Martin”), 
William Winkler (“Winkler”), Melanie Montgomery (“Montgomery”), and Jesse Greenberg 
(“Greenberg,” together with Martin, Winkler, Montgomery and AMc, the “Defendants”), on 
personal knowledge as to its own actions and on information and belief as to all other matters, as 
follows:   
IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF TEXAS 
DALLAS DIVISION 
NATIONAL RIFLE ASSOCIATION OF 
AMERICA, 
 
 
Plaintiff and Counter-Defendant, 
and  
          WAYNE LAPIERRE,  
          Third-Party Defendant, 
 
v. 
 
ACKERMAN MCQUEEN, INC.,  
 
          Defendant and Counter-Plaintiff, 
 
and  
 
MERCURY GROUP, INC., HENRY 
MARTIN, WILLIAM WINKLER, 
MELANIE MONTGOMERY, AND JESSE 
GREENBERG, 
 
 
Defendants. 
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Civil Action No. 3:19-cv-02074-G 
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I. 
PRELIMINARY STATEMENT 
The NRA adds these additional allegations and claims in order to expose a stunning pattern 
of corruption, fraud, and retaliation by Defendants that continues to come to light.  Since the NRA 
terminated its relationship with AMc last Spring, newly unearthed text messages, emails, and 
interviews with former AMc employees, customers, and others have made two things abundantly 
clear: First, AMc exploited decades of trust and confidence in order to siphon assets from the 
NRA, lining the agency’s pockets at the expense of its client and in violation of the law.  Second, 
AMc went to outrageous lengths to conceal and sustain its fraud, deploying scorched-earth tactics 
against anyone who dared to scrutinize its conduct.  When the NRA’s CEO, Wayne LaPierre, 
threw his weight behind efforts to gain transparency into AMc’s business practices, the agency 
tried to oust him from the NRA in a desperate final salvo.  That scheme failed.  AMc now faces a 
long-overdue reckoning.        
Until recently, the NRA could never have predicted that it would find itself at odds with its 
longtime advisor and vendor.  Since at least the 1980s, the NRA relied on AMc as its agent to 
develop messaging, place advertising, and assist it in times of crisis.  AMc’s pugnacious 
messaging, reflected in its work with former NRA president Charlton Heston, favorably impressed 
NRA stakeholders.  However, by 2017, the NRA was paying tens of millions to AMc annually, 
and many within the Association had grown suspicious that its experiment with a branded digital 
media platform was not working.  The experiment had begun at the inducement of AMc in 2016 
and with the intent to foster NRA membership growth, generate revenue and donations, and create 
a forum for singularly promoting the NRA’s viewpoint on Second Amendment issues.  This 
became known as NRATV. 
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 As AMc’s bills grew ever larger, NRATV’s messaging strayed from the Second 
Amendment to themes which some NRA leaders found distasteful and racist.1  One particularly 
damaging segment featured children’s cartoon characters adorned in Ku Klux Klan hoods.  
Unfortunately, attempts by the NRA to “rein in” AMc and its messaging were met with responses 
from AMc that ranged from evasive to hostile.  At the same time, when NRA executives sought 
performance metrics for NRATV, AMc contrived a pretext to demand that each interlocutor be 
sidelined or fired.  Simultaneously, in closed-door meetings with Mr. LaPierre (which AMc 
insisted remain “confidential”), the agency presented fabricated and inflated sponsorship and 
viewership claims.  The simple request for the number of “unique visitors” to the site was not 
answered, despite multiple attempts by Mr. LaPierre and other NRA executives.  In fact, AMc’s 
representations to the NRA leadership regarding the viewership for the digital platform it created, 
presented, and administered were, by 2017, intentionally (and wildly) misleading.  Tellingly, when 
NRATV finally shut down in June 2019, no one missed it: not a single sponsor or viewer even 
called, confirming what at least some NRA executives suspected—the site had limited visibility 
and was failing the accomplish any of its goals.  
Sadly, it is also now known that AMc’s abuse of the trust placed in the agency neither 
began nor ended with NRATV.  Since commencing its investigation into AMc’s alleged abuses, 
the NRA has acquired documents and information indicating that AMc fraudulently double-billed 
the NRA (and perhaps other clients) for professional time and equipment needs, among other 
things.  For example, during 2018, AMc billed the NRA for time spent by one of its highest-paid 
                                                          
1 See, e.g., Danny Hakim, Incendiary N.R.A. Videos Find New Critics: N.R.A. Leaders, 
THE NEW YORK TIMES (Mar. 11, 2019), https://www.nytimes.com/2019/03/11/us/nra-video-
streaming-nratv.html.   
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employees, Lt. Col. Oliver North (“North”), for filming an NRATV documentary series.  However, 
very little filming took place—because North was negligent in his contractual duties, as he focused 
time and energy in 2018 attempting to derail the NRA’s inquiries into AMc’s business and billing 
practices.  Those attempts culminated in an extortion threat delivered during the NRA’s Annual 
Meeting in April 2019, when AMc, via North, demanded that unless Mr. LaPierre immediately 
withdrew the pending lawsuit against it and resigned from office, AMc would publicize portions 
of confidential documents misleadingly curated to cause maximum reputational harm to the NRA.    
After Mr. LaPierre rebuffed AMc’s threat and reported it to the entire Board of Directors of the 
NRA in an open letter, one of the agency’s co-conspirators lamented privately: “[h]e is kicking 
our side’s ass,” and stated that Mr. LaPierre’s challengers would benefit from “leak[ing] AMc’s 
info.”  Immediately, in stark violation of its contractual and fiduciary duties, AMc proceeded to 
“leak” the threatened documents.  To this day, AMc continues to breach its nondisclosure 
obligations and wage false, punitive reputational attacks against the NRA and Mr. LaPierre.   
Considering the multi-faceted scheme perpetrated on the NRA, it is beyond doubt that AMc and 
the other Defendants believe they are above the law.   
 Notwithstanding the termination of the parties’ Services Agreement, AMc and the other 
Defendants continue to improperly refer, directly and indirectly, to the NRA on AMc’s website 
and to use the NRA’s intellectual property rights.  Those references and use of associated 
intellectual property rights are not only unauthorized and unlicensed, but also falsely suggest that 
the NRA endorses AMc’s services in connection with NRATV, which it does not.       
AMc’s website also includes references to other failed client representations—to create the 
false impression that all of the featured campaigns were successful, including NRATV.  Many of 
these campaigns, which cost clients tens of millions of dollars, were shut down because of their 
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ineffectiveness, costliness, and Defendants’ reluctance to provide specific performance data in 
accordance with its obligations.  Accordingly, the NRA brings claims to enjoin AMc and the other 
Defendants from continuing to falsely make claims in public regarding their services to the NRA.  
In addition, the NRA brings this action to enjoin any further infringing and unauthorized or 
unlicensed use of its brand or its copyrights on the part of AMc.   
Finally, the NRA seeks to redress AMc’s breaches, and subdue AMc’s ongoing bad acts, 
so that it can close this regrettable chapter of its history. 
II. 
PARTIES AND RELEVANT NON-PARTIES 
A. 
Plaintiff And Counter-Defendant The NRA 
1. 
Plaintiff the NRA is a not-for-profit corporation organized under the laws of the 
State of New York with its principal place of business located in Fairfax, Virginia.  The NRA is 
America’s leading provider of gun-safety and marksmanship education for civilians and law 
enforcement.  It is also the foremost defender of the Second Amendment of the United States 
Constitution.  A 501(c)(4) tax-exempt organization, the NRA has approximately five million 
members, hundreds of thousands of donors, and many millions more who support its legendary 
advocacy. 
2. 
The NRA is the Counter-Defendant to the Counterclaims and Third-Party Claims 
filed by AMc on October 1, 2019.   
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B. 
Defendants 
3. 
Ackerman is a for-profit business corporation organized under the laws of the State 
of Oklahoma with its principal place of business located in Oklahoma City, Oklahoma.2   It admits 
that is an advertising and public relations agency that counted the NRA as its largest client for 
more than thirty years.3  Ackerman maintains a principal office in Dallas, Texas, out of which the 
NRA’s account was serviced.  That office is located at 1717 McKinney Avenue, Suite 1800, 
Dallas, Texas 75202.  Ackerman is a Defendant in the original action filed by the NRA on August 
30, 2019, as well as a Defendant to the additional causes of action asserted in this First Amended 
Complaint.  It is also a Counterclaimant and Third-Party Plaintiff in connection with the 
Counterclaims and Third-Party Claims it filed on October 1, 2019.   
4. 
Defendant Mercury is a for-profit business corporation organized under the laws of 
the State of Oklahoma with its principal place of business located in Alexandria, Virginia.  
Mercury is a wholly-owned subsidiary of Ackerman and specializes in public communications 
strategy, including on behalf of advocacy groups such as the NRA.  Mercury was a party to the 
Services Agreement (defined below) with the NRA.  Mercury maintains a principal office in 
Dallas, Texas, from which it serviced the NRA’s account.  In particular, that office is located at 
the same address as Ackerman’s Dallas office—1717 McKinney Avenue, Suite 1800, Dallas, 
Texas 75202.  Mercury engaged in all the wrongful conduct detailed in this amended complaint. 
5. 
Defendant Winkler resides in Edmond, Oklahoma. Winkler is affiliated with 
business entities located in this District, including DJ Investments LLC, which operates in this 
District under the assumed name of 3905 Amherst Ave UPT, LLC and owned property at 3905 
                                                          
2  ECF No. 12 at p. 4 (Answer to ¶ 7).  
3  ECF No. 12 at p. 4 (Answer to ¶ 7). 
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Amherst Ave Dallas (University Park), Texas 75225, and WBB Investments LLC, a Texas limited 
liability company.  During the relevant time period, Winkler served in the senior leadership of 
Ackerman as Chief Financial Officer.  He is also a certified public accountant.  During the relevant 
time period, Winkler and other senior AMc officers and employees travelled to this District for 
meetings with NRA officials at Ackerman’s Dallas offices and/or other locations within this 
District.  These activities are relevant to the claims asserted herein because they concerned, among 
other things, AMc’s billing practices and representations about NRATV’s performance and 
viewership.  Winkler engaged in wrongful conduct detailed in this amended complaint.   
6. 
Defendant Montgomery resides in Dallas County, Texas with her place of business 
located at Ackerman’s Dallas, Texas offices.  During the relevant time period, Montgomery held 
several roles, including the Executive Vice President/Management Supervisor, and, as stated on 
Ackerman’s website, has “work[ed] on the [NRA] account.”4  Montgomery engaged in wrongful 
conduct detailed in this amended complaint.       
7. 
Defendant Martin is an individual who resides in Dallas County, Texas.  Martin has 
served as Ackerman’s Chief Creative Officer since 2010.  During the relevant time period, Martin 
participated in the conduct which forms the basis of this suit, including, but not limited to, his 
participation and work in connection with the NRATV website and digital platform.    
8. 
Defendant Greenberg is an individual who resides in Dallas County, Texas.  During 
the relevant time period, Greenberg served as Ackerman’s Chief Strategy Officer.  Greenberg 
participated in the conduct which forms the basis of this suit, including, but not limited to, his 
participation and work in connection with the NRATV website and digital platform.     
                                                          
4 See Melanie Montgomery Bio, https://www.am.com/our-team/?id=melanie-montgomery. 
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C. 
Unnamed, Non-Party Co-Conspirators And Relevant Non-Parties. 
9. 
Dan Boren is an individual who is an executive of the Chickasaw Nation and not 
an employee of AMc.  Mr. Boren entered into an agreement, combination, and/or conspiracy with 
the Defendants for the purpose of carrying out the fraudulent behavior, the attempt to de-railing 
the resulting NRA investigation, and the attempt to extort Mr. LaPierre and the NRA alleged 
herein.  In addition, there exists a small group comprising former vendors, professionals, and 
consultants of the NRA whose economic incentives, like AMc’s, were challenged by the NRA 
investigation and, like Mr. Boren, joined the agreement, combination, and/or conspiracy.   
10. 
Oliver North is an individual who resides in South Carolina and/or the 
Commonwealth of Virginia.  Mr. North is a former president of the NRA. Unbeknownst to the 
NRA until recently, North is also a full-time employee of Ackerman.   
III. 
 
JURISDICTION AND VENUE 
11. 
The Court has original subject matter jurisdiction over this action pursuant to 28 
U.S.C. §§ 1331 and 1338, because this is a civil action involving claims arising under the laws of 
the United States.  
12. 
The Court has supplemental jurisdiction over the state law claims in this action 
pursuant to 28 U.S.C. § 1367, because the state law claims are sufficiently related to the other 
claims in the action subject to original jurisdiction that they form part of the same case or 
controversy under Article III of the United States Constitution. 
13. 
Venue is proper in this Court pursuant to 28 U.S.C. § 1391 because a substantial 
part of the events or omissions giving rise to the claims occurred in this District.  As stated above, 
during the relevant time period, NRA senior officers and employees would regularly travel to this 
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District to hold meetings with Defendants.  These meetings are relevant to claims asserted herein 
and concerned Defendants billing practices and NRATV.  Defendant AMc has also admitted that 
it maintains a principal office in Dallas, Texas, out of which the NRA’s account was serviced.5  
Three Individual Defendants work out of that office, which also doubles as a corporate office for 
Defendant Mercury.   
IV. 
FACTUAL BACKGROUND 
A. 
For Decades, The NRA Relied On Ackerman To Perform Public Affairs Services 
Requiring A High Level of Trust.  
 
 
 
 
 
 
 
14. 
The NRA and AMc worked closely together for more than 30 years. In 2017 alone, 
the NRA paid more than $40 million to AMc. Over that decades-long relationship, the NRA 
reposed extensive trust and confidence in AMc to perform a wide range of services, including 
public relations and strategic marketing; planning and placement of media; management of digital 
media and websites; and the management of NRATV, a digital-media platform frequently 
perceived by the public as the “voice” of the NRA.6  By its nature, this work was publicly and 
politically sensitive and required the NRA to entrust AMc with confidential (and often privileged) 
information. 
15. 
AMc’s work on behalf of the NRA was governed by successive incarnations of a 
Services Agreement containing detailed specifications for how various types of work performed 
                                                          
5 ECF No. 12 at p. 4 (Answer to ¶ 7).  
6 See, e.g., Jeremy W. Peters & Katie Benner, Where The N.R.A. Speaks First and loudest, 
THE NEW YORK TIMES (Feb. 21, 2018), https://www.nytimes.co m/2018 /02/21/us/politics/nratv- 
nra-news-media-operation.html. 
 
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by Ackerman should be budgeted and billed. Each Services Agreement provided that certain 
categories of services, such as Owned Media and Internet Services, would be compensated with 
an agreed annual fee, while other services were required to be invoiced on an ad hoc basis based 
on estimates furnished by AMc and approved by the NRA.  Consistent with the sensitive nature of 
AMc’s services, the Services Agreement strictly limits7 use and disclosure by AMc, and its 
individual employees (who were themselves fiduciaries of the NRA), of information acquired 
during AMc’s work on behalf of the NRA. 
16. 
Specifically, Section IV of the Services Agreement provides that AMc “shall not 
disclose, directly or indirectly, to any third party, any ... data, materials or information ... made 
known to AMc as a result of AMc’s providing [contracted-for services] . . . without the prior 
express written permission of [the] NRA.”8  AMc may use the NRA’s confidential information 
“only for the limited purpose of providing its [s]ervices to the NRA,”9 and AMc “warrants and 
agrees to prevent disclosure of Confidential Information by its employees, agents, successors, 
assigns and subcontractors.”10 
17. 
Notably, AMc served as the NRA’s agent for several purposes pursuant to the 
Services Agreement and as a consequence of the trust and confidence placed in AMc by the 
Association. Therefore, AMc owed fiduciary duties to the NRA. For example, the Services 
Agreement provided for AMc to act “on [the] NRA’s behalf,” and subject to the NRA’s control, 
                                                          
7  AMc’s confidentiality obligations survive termination of the 2017 version of the Services 
Agreement.  See Services Agreement § X.E.  
8 Id. at § IV.A.I. 
9 Id. at § IV.A.3. 
10 Id. at § IV.A.4. 
 
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with respect to purchasing, planning, and placement of media11—activities that required the NRA 
to entrust AMc with nonpublic information about its communication strategy.  In its capacity as 
the NRA’s agent, AMc was required to demonstrate “the same high standard of good faith and 
loyalty” to the NRA as would be “required ... of an attorney to his client.”  Indeed, owing to the 
parties’ decades of close collaboration, their relationship of trust and confidence existed prior to, 
and apart from, the execution of the Services Agreement. AMc’s common-law duties of loyalty 
were further codified and buttressed by contractual confidentiality provisions.   
18. 
AMc monthly invoiced the NRA for a wide variety of expenses.  Consistent with 
the substantial scope and dollar value of the services rendered by AMc for the NRA, the Services 
Agreement contained detailed guidelines identifying categories of expenses that could be invoiced 
to the NRA, and conditions for their reimbursement.  For example, hotel and meal expenses were 
required to be authorized in writing, in advance, by the NRA.  Over the parties’ decades-long 
course of dealing, underlying receipts and other support for AMc’s expenses were not transmitted 
to the NRA alongside AMc’s invoices but, rather, were supposedly maintained at AMc’s offices.  
This practice was followed at AMc’s suggestion, in order to ensure that AMc’s work pertaining to 
matters such as donor development, strategic planning, and legal items remained confidential.   
19. 
Of course, the NRA was repeatedly assured that appropriate documentation was 
retained by AMc and could be audited anytime at the NRA’s request. Indeed, AMc offered 
elaborate assurances not only that its recordkeeping was secure and accurate, but that AMc was 
the most secure repository for travel itineraries and other documents raising potential security 
issues.  It is now known that these representations were false when made, with a specific intent to 
                                                          
11  Id. at §§ I.C, II.B. I. 
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induce the NRA to maintain or increase its reliance on AMc.  The NRA has only recently 
discovered that for years no one kept or maintained reasonable documentation that would justify 
or support the accuracy of the sums of money AMc represented it was owed in the billing 
statements it sent to the NRA. 
20. 
Given its responsibilities, AMc took an active role in shaping the public image of 
the NRA’s principals and executives, including Mr. LaPierre.  Based on AMc’s advice, and subject 
to billing procedures AMc recommended and established, Mr. LaPierre, over a fifteen-year period, 
incurred wardrobe and related expenses for countless television appearances, filming of 
commercials, and other outward-facing brand-development activities. The majority of those 
activities were specifically directed, choreographed and produced by AMc.  As such, expenses 
were initiated at AMc’s direction and records relating thereto were to be maintained by AMc. Of 
course, AMc should not have incurred (let alone sought reimbursement for) any expenses which 
it believed inappropriate. 
B. 
Branded News—The Growth of NRATV. 
21. 
During the late 1990s, under the leadership of its then-president, AMc decided to 
radically alter its business from that of a traditional ad agency to a creator and broadcaster of 
original media content.  AMc saw the growth of digital networks as an opportunity for large entities 
to craft and advance their own brand messaging through television production.  It saw the content-
production business as lucrative, exciting, and cutting-edge, but did not consider or care whether 
its clients would actually benefit from such services.    If AMc could hawk “television-style 
production” at a profit, it would do so—and it did.     
22. 
AMc touted its new business philosophy as follows: 
EVERY BUSINESS AND INDIVIDUAL HAS THE ABILITY TO 
BECOME A MEDIA COMPANY 
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If you have an audience that cares about what you have to say, you 
can create and distribute content with complete autonomy.  No one 
else should capture or distribute those stories better than you.  And 
in this era of communication, it has never been more affordable or 
efficient for you to begin. 
23. 
Of course, fundamental to AMc’s optimism about its “new” direction was its belief 
that it could convince its largest client, the NRA, to “buy into” the concept.  Thus, in the early 
2000s, AMc set out to induce the NRA to finance the creation of its own branded news platform.  
Plying the NRA with glowing prognostications about the lucrative benefits of “owned media,” 
AMc persuaded the NRA to launch its initial digital-video platform known as “NRA News” in 
2004.  The NRA had long relied on AMc to place advertising via traditional media, including 
conventional television channels.  To AMc, the funds remitted to real media outlets were funds 
available for the Association “to invest” in building studios and other assets from which AMc 
might profit.  NRA News was the beginning of that effort.   
24. 
The annual budget for NRA News quickly, substantially climbed, from $1.6 million 
in 2004 to $4.594 million by 2014.  For example, from 2004 through 2014, there was some 
evidence that NRA News was attracting the viewership AMc promised: even late at night, live 
programs with call-in components seemed to be generating promising call volume.  AMc 
generated glossy, confidential PowerPoint presentations—which it would display for the NRA 
during meetings but would refuse to provide “in writing”—that claimed that NRA News generated 
tens of millions of valuable engagements and views.   
25. 
Based on the reported success of NRA News, the NRA agreed to experiment with 
an expanded version of the platform.  Beginning in 2016, AMc CEO Angus McQueen 
(“McQueen”) began lobbying Mr. LaPierre with glowing projections about the benefits of 
expanded programming on an NRA-branded digital platform.  Seeking to induce Mr. LaPierre to 
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substantially increase the NRA’s investment in the media segment to over $10 million dollars, 
McQueen seized on the rise of digital media and persuasively claimed that developing such a 
digital platform was simply “part of being a 21st century company” and that “we can’t let the status 
quo continue.”  Emphasizing the need to act quickly, McQueen stated that the “NRA needs to lead 
change in the marketplace” and “not become a follower.”  Tying his themes together, McQueen 
asserted that the NRA “must put its message in all delivery systems,” including the expanded 
digital platform.    
26. 
Highlighting the concept’s financial viability, McQueen pressed that “we must 
vastly modernize the entire economic under-performance of [the] NRA.”  Ultimately, he pointedly 
emphasized that the “NRA needs to find new ways to make money” and that the digital platform 
concept presented “a good opportunity to generate revenue.”  Indeed, Defendants assured the NRA 
that its substantial investment would “pay for itself” in short order, via a combination of “soft” and 
“hard” monetization, including paid commercial sponsorships for live programs.  In fact, AMc 
assured the NRA that based on its experiences for other clients that this substantial investment 
would “pay for itself” within three years max.  In reliance on these representations, the digital 
platform was launched in 2016 under the brand NRATV. 
27. 
Although the creative content generated for NRATV constituted work for hire for 
copyright purposes (and was owned by the NRA), NRATV was managed and controlled—its 
talent hired and supervised, and its programming scripted—by AMc.  From the outset, NRATV 
was expensive, costing more than $12 million in its first year.  However, AMc claimed that the 
largest subset of this expense, which pertained to live programming, was “the key” to the success 
of the platform.  Having served the NRA for decades, AMc knew what its client desired in the 
digital media space: (1) outreach to new potential members (especially of a younger generational 
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cohort), (2) a self-sustaining platform, and (3) a vehicle to advance its mission and Second 
Amendment advocacy.  AMc represented that NRATV would be built and managed to serve these 
purposes.   
28. 
Within NRATV’s first year, AMc falsely reported that the platform generated 
millions of “engagements” and views. Noting the NRA’s keen interest in the platform’s viewership 
and sponsorship figures, AMc promised to bring consulting a firm, Performance Improvement 
Partners (“PIP”), to provide “data analytics and insights” tracking NRATV’s performance.  In the 
interim, AMc purported to update the NRA regularly on NRATV’s metrics.  During meetings held 
on the following dates, at the following locations, AMc staff—generally consisting of Nader 
Tavangar, Peter Farrel, Revan McQueen, and Defendants—delivered PowerPoint presentations 
boasting that NRATV consistently generated millions of views, including “completed” and 
“engaged” views: 
Meeting Date 
Meeting Location 
October 24, 2017 
Teleconference/Polycom 
November 28, 2017 
Mercury Group Offices 
January 3, 2018 
Ackerman Offices (Dallas, Texas) 
February 1, 2018 
Las Vegas, Nevada 
February 19, 2018 
Ackerman Offices (Dallas, Texas) 
April 11, 2018 
Ackerman Offices (Dallas, Texas) 
September 4, 2018 
Teleconference/Polycom 
October 11, 2018 
Ackerman Offices (Dallas, Texas) 
October 23, 2018 
Teleconference/Polycom 
October 30, 2018 
Ackerman Offices (Dallas, Texas) 
November 28, 2018 
Teleconference/Polycom 
December 5, 2018 
Teleconference/Polycom 
January 18, 2019 
Ackerman Offices (Dallas, Texas) 
 
 
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29. 
In these closed-door meetings (which Ackerman insisted upon, ostensibly for 
reasons of “confidentiality”),12 with Mr. LaPierre and sometimes others from the NRA leadership 
in attendance, Defendant Montgomery and others made purposely inflated sponsorship and 
viewership claims now known to be false in order to induce the NRA to continue investing millions 
upon millions in NRATV and, by extension, AMc.  In each of the thirteen meetings listed in the 
above chart, Defendants led the NRA to believe that NRATV’s viewership numbered in the 
millions and that Defendants were generating many millions of dollars in value for the NRA. They 
did so not with facts or evidence but through a carefully coordinated scheme to present misleading, 
out-of-context, and conjured-up statistics for the consumption of the NRA leadership. 
30. 
Of course, viewership is the raison d’etre of digital advertising and content 
creation. By creating attention-catching content, digital creators and their marketing firms aim to 
develop a base of loyal viewers who will eventually support the organizations who create it.  This, 
in turn, attracts advertisers and sponsors for the programming or other digital content, which pay 
based on the number of unique “eyeballs” or “click-throughs” provided by the content.  As digital 
marketing has become increasingly important for businesses and non-profits alike, an entire 
industry has arisen which collects, aggregates, analyzes, and presents viewership data.  That data—
which can be so granular as to identify distinct individual viewers of digital media—can provide 
valuable insight to organizations seeking to develop their brand and win the loyalty of the viewing 
public. However, due to content creators’ heavy reliance on these digital metrics, inaccuracies can 
be consequential and damning. 13   
                                                          
12 This was despite the fact that the NRA owned the NRATV platform and associated data. 
13 For example, Facebook recently paid $40 million to settle a lawsuit by advertisers who 
alleged that it inflated view counts for certain videos—pleading that they relied extensively and 
 
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31. 
Over the course of more than thirteen meetings and countless emails, Defendants 
systematically misrepresented and overstated the viewership performance of NRATV.  In response 
to the consistent inquiries of NRA leadership generally, and Mr. LaPierre specifically, Defendants 
fabricated or massaged data in an intentionally misleading fashion to falsely suggest a robust, 
growing viewership for NRATV. In reality, AMc knew—based on underlying, unvarnished, 
fulsome metrics that it intentionally withheld from the NRA—that NRATV was an abject failure. 
32. 
AMc’s contrived, cherry-picked figures misrepresented NRATV’s viewership data 
in at least two respects.    
33. 
First, the figures presented by Defendants fraudulently misrepresented or omitted 
the number of distinct viewers of NRATV content.  It is fundamental that the nominal quantity of 
“clicks,” or “views,” achieved by particular digital content is of minimal informative value, 
including because each “click” or “view” does not necessarily represent a unique user.  For 
example, a user’s web browser might automatically refresh a video or a page at routine intervals, 
simulating hundreds or thousands of views; less egregiously, a single user might intentionally click 
on a piece of content multiple times—which is favorable, but not as valuable as clicks from several 
separate viewers.   Accordingly, responsible media companies disaggregate their total click figures 
and discern, using data provided by Google and other analytics services, the total number of 
distinct users.  AMc declined to do that.  Instead of providing an accurate account of the number 
of distinct users—a number which AMc knew would raise the alarm that NRATV was failing—
AMc provided only aggregate data, thereby creating the false impression that NRATV had 
                                                          
detrimentally on Facebook’s false figures.  David Paul Morris, Facebook to Pay $40 Million to 
Settle 
Advertiser 
Lawsuit 
Over 
Inflated 
Video 
Views, 
TIME 
(Oct. 
8, 
2019), 
http://time.com/5694910/facebook-settle-advertiser-lawsuit-videos/.   
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substantially more unique viewers than it actually did.  That false representation was intended to 
induce the NRA to continue its investment in NRATV and, by extension, AMc.  
34. 
Second, the figures presented by Defendants fraudulently inflated NRATV’s 
viewership figures by failing to rigorously differentiate between genuine views and merely 
incidental ones.  Genuine views represent instances in which a user encounters content and then 
volitionally interacts with it in some way—rather than immediately navigating elsewhere.  Merely 
incidental views, by contrast, are “views” which occur only because an individual user happens to 
scroll past NRATV content on a webpage.  The importance of this distinction is obvious. While 
genuine viewers represent those who actually watch NRATV content and thus are exposed to the 
NRA’s messaging and ideas, merely incidental viewers are not.  Although AMc occasionally 
purported to distinguish total views from “engaged” views, its calculations overrepresented the 
number of “engaged” views.  
35. 
The presentation made by senior corporate executives of AMc to the NRA 
leadership in October 11, 2018 (one of the meetings identified in the chart) is illustrative of the 
agency’s efforts to hoodwink the NRA through tortured, fraudulent statistics and misleading 
generalizations about the platform’s performance.  Just as they had done in previous meetings, 
AMc produced a glossy PowerPoint presentation which purported to, in the words of Defendant 
Montgomery, present “all things NRATV,” including its “analytics.” It did nothing of the kind.  
Rather than candidly discuss NRATV’s disastrous performance, known internally to Defendants, 
Defendant Montgomery falsely touted its success.  For example, the presentation asserted that 
NRATV was “the strongest media outlet covering the Second Amendment,” and that NRATV had 
seen “tremendous increase[s] in [the] time spent on the site.”  Each of these representations was 
accompanied by a bevy of out-of-context and misleading statistics.  Not once did Defendant 
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Montgomery or any other Ackerman employee disclose the crucial actual and unique viewership 
data that would contradict her misleading statements about the performance of NRATV.  Among 
the outrageous representations made was that the total viewership of NRATV, in a mere eight 
months, had received over two-hundred million views, thereby suggesting that NRATV content 
had reached two-thirds of the United States.  This representation, like the many others made during 
the course of AMc’s meetings with NRA executives regarding NRATV, was fraudulent and 
false—and AMc knew it.   
36. 
Apparently not content to hide from the NRA the platform’s actual viewership 
figures, Defendants also concocted a series of “valuations” which had no basis in reality. For 
example, in Q3 2018, representatives from the NRA and AMc, including Defendants Montgomery, 
Martin, and Greenberg, held a meeting to discuss the valuation of NRATV.  At the meeting, 
Defendants touted a proprietary “AM Conservative Approach” formula, which it insisted provided 
a conservative estimate of the Earned Media Value (EMV) generated by NRATV in excess of $13 
million.  Adopting a separate, less-conservative formula, Defendants represented that NRATV 
should actually be valued at $45 million annually, a figure justified by citing “total views” of 
NRATV content.  In addition to being based on “total view” figures that Defendants knew to be 
misleading for the reasons discussed above, the more fundamental problem with these “valuations” 
is that they have no basis in fact.  Rather, by presenting these valuations and contending they are 
based on a proprietary formula, Defendants intentionally deceived the NRA into believing that its 
substantial investment in NRATV was generating outstanding returns when, in fact, the primary 
beneficiary of the initiative were the Defendants.   
37. 
Further illustrating the slipshod and dishonest approach to valuation, in a meeting 
held on October 11, 2018, at AMc’s offices in Dallas, Texas, and in correspondence dated May 
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13, 2019, Defendant Montgomery made representations that purported to calculate the value of the 
NRA’s digital media presence.  Using a formula based solely on the “cost to get . . . published”—
that is, the cost to AMc—Montgomery presented a valuation based, not on the value the NRA 
received, but on putative costs incurred by AMc.  In doing so, Montgomery effectively represented 
on behalf of Defendants that, in paying AMc to conduct digital media operations, the NRA was 
receiving substantial value on its investment.  That representation was not based upon any reliable 
measure of the benefit the NRA received due to its digital media presence; the sole measure of the 
“value” used by AMc was its own profitability.14 
C. 
Troubled Waters: The Demise of NRATV. 
38. 
By 2017, the annual budget for NRATV grew to over $20 million annually—a 
number that was viewed by NRA leadership as unsustainable without tangible proof that the 
platform would soon monetize itself.  As described above, the Association began, in 2017, to press 
AMc for actual, reliable proof that the platform was reaching its projected objectives or 
deliverables—membership growth, actual unique viewership information, and/or signs that others 
(e.g., advertisers or sponsors) would invest in the platform.  
39. 
At the same time, the leadership of the NRA—especially Mr. LaPierre—began to 
question whether the messaging associated with NRATV’s live programming actually served as a 
benefit to the Association’s mission.  As NRATV often became viewed as a dystopian cultural 
rant that deterred membership growth, NRA leadership requested greater directional control and 
coordination over the content of NRATV programming. 
                                                          
14 To inflate the NRATV bills sent to the Association, it is now known that AMc senior 
executives hired a plethora of friends, family, and significant others for positions at NRATV for 
which they lacked the requisite qualifications and experience.     
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40. 
As these factors coalesced, the ownership at AMc—fearing the loss of its most 
important income-producing activity—became increasingly secretive, hostile and determined to 
“protect” its “economics” with the NRA.  
41. 
In what has turned out to be an unfortunate “public reveal” of AMc, it is now known 
that NRATV was, by the dawn of 2018, a reflection of what AMc itself had become—an economic 
burden to the NRA.  Infected by a bizarre sense of entitlement, by 2018, the leadership of AMc 
seemed to believe that it was “entitled” to an unfettered flow of tens of millions of dollars from 
the NRA—whether or not it actually served the best interests of its client.  Although the agency 
had, undeniably, provided benefits to the Association for many years, by 2018 it is now known 
that AMc was riddled with corruption, driven by the greed of its leadership and determined to 
entrench its “cash flow” from the NRA. 
42. 
As the trial in this matter will reveal, the NRA was victimized by its most trusted 
vendor.  And in many ways, the unravelling of NRATV provides useful insight into the demise of 
AMc.   
43. 
Importantly, AMc had reason to know that even its most conservative projections 
for NRATV were fanciful.  By 2016, when NRATV debuted, another AMc client had already 
agreed to experiment with the “owned media” concept—and it was an unmitigated failure.   The 
American Clean Skies Foundation (“ACSF”), an energy-industry advocacy group, hired AMc in 
2008, and was promptly sold a bill of goods similar to the one pitched by AMc to the NRA, 
including an “owned media” digital-video channel.   ACSF’s ensuing experience with AMc, and 
the resulting “Clean Skies TV” product, was so disastrous that ACSF’s former general counsel 
contacted the NRA and offered assistance with this lawsuit, noting: “I’m pleased to see [AMc] get 
called on their practices finally.” After ACSF’s reasonable requests for information about Clean 
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Skies TV’s budgets and operations went unanswered, ACSF fired AMc in 2009.  Even as it made 
elaborate representations to the NRA that digital video “owned media” was the future of public 
relations, and that the steep costs associated with NRATV would easily be recouped, AMc 
concealed the failure of Clean Skies TV.      
44. 
On. May 13, 2019, AMc finally responded in writing to the latest of numerous 
requests for unique live viewership figures for NRATV.  Incredibly, AMc’s response still did not 
disclose unique viewers for NRATV platforms.  Instead, an accompanying letter from Defendant 
Montgomery disclaimed years of assurances regarding the monetization potential of NRATV.   In 
the most direct response offered by AMc to date regarding the NRA’s requests for unique-viewer 
data, Montgomery simply stated: “[L]ive production is in place for several reasons, not one of 
which was to accumulate massive live viewership numbers.”  Of course, this is nonsense: since 
2016, AMc touted NRATV’s purported viewership numbers as a primary driver of its claimed 
valuation.  Of course, there was no other logical reason for the NRA to invest in NRATV than to 
gain large viewership numbers, without them, none of the stated goals of increased membership 
and sponsors would be possible. And it did not. It was all a hoax. 
45. 
Ultimately, facing a “wind-down” of its services and cessation of payments from 
the NRA, AMc finally admitted that the NRA “could conceivably stop the live stream component 
of NRATV without significantly affecting the network’s viewership performance[.]”  In other 
words, the most expensive component of NRATV (and thus the most profitable for AMc) was 
generating de minimis value, if any, with respect to primary metric of interest to the NRA: 
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46. 
During 2019, The New York Times reportedly reported on an independent 
assessment of NRATV’s unique viewership figures.  That assessment determined that NRATV’s 
“web traffic was miniscule, with 49,000 unique visitors in January [2019]”15—compared to the 
millions of visitors claimed by AMc.  It is now known that those paltry numbers—stunningly small 
when compared to AMc’s representations regarding viewership—are overstated.  In fact, when the 
Association shut down NRATV in June 2016, not a single reaction emerged.   
D. 
The NRA’s Transparency Efforts and Ackerman’s Response. 
47. 
In recent years, the State of New York amended its Not-for-Profit Corporation Law 
(the “NPCL”) to clarify requirements for director independence and the ratification of related­ 
party contracts, among other items. After updating its internal policies and controls to reflect these 
amendments, the NRA undertook to strengthen its procedures for documentation and verification 
of compliance by vendors with their contracts. Beginning in August 2018, the NRA sent letters to 
more than a hundred vendors—including AMc—that set forth updated invoice-support 
requirements and provided detailed guidance regarding, for example, expense reimbursement 
procedures. 
48. 
Simultaneously, as the NRA’s now-former Treasurer and CFO prepared to retire 
and the NRA leadership ranks shifted, multiple employees began to voice recommendations 
regarding opportunities for improvement at the NRA.  Combined with the NRA’s compliance 
efforts, numerous employees came forward with complaints about AMc.   
49. 
Specifically, the NRA was compelled to investigate multiple concerns about AMc:  
                                                          
15 Danny Hakim, N.R.A. Shuts Down Production of NRATV, and Its No. 2 Official Resigns, 
THE NEW YORK TIMES (June 25, 2019), https://www.nytimes.com/2019/06/25/us/nra-nratv-
ackerman-mcqueen.html. 
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• 
“Out of pocket” expenses that lacked meaningful documentation of NRA 
approvals, receipts, or other support, despite the requirements set forth in the 
Services Agreement; 
• 
Immense growth in AMc’s annual budgets, coupled with a lack of transparency 
regarding how the budgets were calculated or whether AMc adhered to them; 
• 
Lack of transparency regarding AMc’s compliance with its contractual obligation 
to ensure that services were provided at “fair market value”; 
• 
Concerns that AMc was invoicing the NRA for the entire salaries attributable to 
NRA-Dedicated Personnel, despite certain NRA-Dedicated Personnel allocating 
substantial time to non-NRA clients; and  
• 
Refusal by AMc to provide data “in writing” (such as unique visitors, viewership 
numbers, clickthrough rates, or related performance metrics) that enable the NRA 
to analyze the return on its substantial investment since 2016 in NRATV.16 
50. 
Consistent with the broad scope and critical nature of the services performed by 
AMc for the NRA, the NRA bargained for transparency into AMc’s files, books and records 
pursuant to the Services Agreement. Both the previous Services Agreement and the current 
iteration incorporate Records-Examination Clauses that require AMc to open its files for the NRA's 
inspection upon reasonable notice. The full text of the Records-Examination Clause in the Services 
Agreement appears below:  
Services Agreement 
• 
Dated April 30, 2017 (as amended May 6, 2018) 
• 
Between the NRA and “AMc” (defined to include both Ackerman and Mercury) 
                                                          
16 In addition, certain NRA stakeholders were also concerned that NRATV's messaging-
on topics far afield of the Second Amendment---deviated from the NRA’s core mission and values. 
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VIII.  EXAMINATION OF RECORDS 
During the term of this Services Agreement, AMc authorizes NRA, upon reasonable notice, 
to examine AMc and Mercury’s files, books and records, with respect to matters covered 
under this Services Agreement.  
51. 
During early- and mid-2018, the NRA sought information from AMc pursuant to 
the Records-Examination Clause on a common-interest basis to advance parties' mutual interests 
relating to an ongoing lawsuit. However, after the NRA began to request access to records that 
would shed light on concerns regarding AMc’s business and accounting practices, AMc became 
evasive and even hostile. 
52. 
In August 2018, within days after the NRA announced that it would now require 
supporting documentation to be transmitted contemporaneously with vendor invoices, a media 
outlet quoted “an anonymous source at Ackerman McQueen”17–creating serious concerns about 
AMc’s compliance with its confidentiality obligations. 
53. 
On August 27, 2018, Defendant Winkler sent a letter to the NRA which purported 
to comply with the NRA’s request for a more comprehensive audit of Ackerman’s expense records. 
The letter pointedly identified several categories of items, some relating to travel and 
entertainment, which it warned would be encompassed in a full production of those records—
perhaps believing that the threat of such disclosure would dampen the NRA’s demands for 
transparency. However, the NRA was undeterred, and insisted upon reviewing and verifying 
details of expenses incurred. 
                                                          
17 Dylan Matthews, The National Rifle Association, America's most powerful lobby, claims 
it's in financial crisis. What?, VOX (Aug. 3, 2018, 4:50pm), https://www.vox.co 
m/2018/8/3/17648960/nra-national-rifle-association­companies-support-boycott-new-york 
lawsuit. 
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54. 
In September 2018, for the first time in the parties’ decades-long course of dealing, 
AMc demanded that its outside counsel supervise any document review conducted under the 
Records-Examination Clause, then demanded payment of outside counsel's legal fees as a 
precondition for delivery of video footage it produced and for which AMc had already invoiced 
the NRA. During a telephone call on September 19, 2018, after AMc’s counsel insisted that the 
NRA pay AMc’s legal fees without any insight into why the fees were incurred, the NRA's counsel 
observed that AMc’s posture seemed more consistent with an adverse than a common-interest 
relationship. AMc’s counsel then made a startling statement: “Ackerman views the relationship as 
adverse.” 
55. 
Around the same time, an NRA executive asked AMc for a copy of an audit 
purportedly conducted by PIP, one of the independent digital-analytics vendors purportedly 
retained by AMc, regarding the value of NRATV.  Departing sharply from prior conversations, 
AMc cursorily informed the executive that no audit had been performed, and no copies of any 
documents would be provided.  Rather than audit AMc’s reported viewership metrics, AMc 
explained that PIP had “worked with” AMc to create a purported “dashboard” of digital analytics; 
AMc promised it would “go through all of that” during an upcoming live meeting.     
56. 
Thereafter, AMc strenuously resisted the NRA’s efforts to enforce the Services 
Agreement, including by embarking on a campaign to “kill the messenger” when the NRA 
continued to seek access to documents or proposed reductions in AMc’s budget.  At first, AMc 
scapegoated the NRA’s outside counsel—refusing to interface with counsel.  Then, over ensuing 
months, AMc also refused to respond to basic information requests from NRA executives. After 
the NRA retained a third-party forensic accounting firm to interface with AMc in an effort to 
appease AMc and gain its compliance in January 2019, AMc indicated it would cooperate. 
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Unfortunately, that pledge of cooperation was short-lived, as AMc purported to forbid the 
accountants from disclosing simple, material information to the NRA—including copies of annual 
budgets against which AMc was invoicing. When the NRA’s General Counsel sought additional 
information in follow-up to the forensic audit, AMc ignored his letters. 
57. 
As AMc continued to stonewall the NRA’s requests for documents and tensions 
between the parties rose, the NRA was contacted with increasing frequency by journalists acting 
on purported “leaks” relating to matters on which AMc had worked.  The contents of these “leaks” 
reflected a malicious, out-of-context use of the NRA’s confidential information, with an apparent 
intent to damage the NRA.  
58. 
To resolve its concerns regarding these disclosures, on May 6, 2019, the NRA 
requested that several key AMc employees execute sworn declarations attesting that they had not 
violated their confidentiality obligations under the Services Agreement. The NRA tailored its 
request narrowly—seeking declarations only from senior executives who had exposure to the 
information at issue—and demanded simply that these executives affirm they had complied, and 
would continue to comply, with their clear legal duties.  To the NRA’s dismay, AMc flatly refused 
to provide any cooperation or assurances whatsoever.   
E. 
Among the Records Unlawfully Withheld By AMc: A Major Related-Party Contract. 
59. 
Non-party North is a veteran of the United States Marine Corps and the Reagan 
Administration.  North is also a member of the NRA Board of Directors.  During May 2018, the 
NRA announced that North was slated to serve as its next President—a largely ceremonial but 
high-profile position famously occupied by Charlton Heston during the late 1990s.  As Col. North 
prepared to assume the presidency of the NRA, he separately discussed a potential engagement by 
AMc as the host of an NRATV documentary series.  On May 6, 2018, the NRA and AMc amended 
the Services Agreement (such amendment, the “May 2018 Amendment”) to affirm that any 
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contract between AMc and North would be considered an AMc-Third Party NRA Contract, for 
which outstanding compensation would be owed by the NRA to AMc if the Services Agreement 
was terminated.  Importantly, the amendment treated North as a third-party contractor—but not, 
necessarily, an employee—of AMc.   
60. 
North and AMc assured the NRA that North’s profile and “brand” would be 
actively leveraged to elicit sponsorships for the documentary series.  This was of material interest 
because during recent years, the NRA had spent substantial sums on NRATV based on AMc’s 
advice and representations regarding achievable benefits of an owned-media platform.  However, 
measured against any of the desired outcomes, the returns on the NRA’s investment in NRATV 
were non-existent.  Accordingly, if the North documentary series attracted sponsorships or sparked 
viewership and membership growth, then the costs associated with NRATV could be defrayed. 
61. 
New York law requires that the NRA Board of Directors, or an authorized 
committee thereof, review and approve “any transaction, agreement, or any other arrangement in 
which [a director or officer of the NRA] has a financial interest and in which the [NRA or an 
affiliate] is a participant.”18  Guidance published by the New York Attorney General notes that a 
board of directors may define additional restrictions on transactions giving rise to potential 
conflicts of interest;19 and, consistent with best practices, the NRA’s Conflict of Interest Policy 
requires disclosure of contracts between NRA leadership and vendors, like AMc, that receive funds 
from the NRA. 
                                                          
18 See N.Y. N-PCL § 715. 
19 Conflicts of Interest Policies Under the Not-for-Profit Corporation Law, CHARITIES 
BUREAU, 
N.Y. 
STATE 
OFFICE 
OF 
THE 
ATTORNEY 
GENERAL 
(2018), 
https://www.charitiesnys.com/pdfs/Charities_Conflict_of_Interest.pdf, at 3. 
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62. 
Aware that North entered into a contract with AMc (the “North Contract”), the 
NRA, with the cooperation and authority of the Audit Committee, diligently sought to comply 
with its obligations concerning analysis and approval of the North Contract.  During September 
2018, the Audit Committee of the NRA Board of Directors (the “Audit Committee”) reviewed a 
purported summary of the material terms of the North Contract and ratified the relationship 
pursuant to New York law—subject to carefully drawn provisos designed to avoid any conflicts 
of interest. 
63. 
At the time Audit Committee ratified North’s continued service as an NRA director 
and President given his relationship with AMc, it was assured that the NRA’s counsel would 
review the North Contract in full.  But that turned out to be false, at least for the duration of 2018, 
as AMc continued to refuse to provide the North Contract pursuant to the Records-Examination 
Clause.  Meanwhile, North indicated via counsel that he could only disclose a copy of the contract 
to the NRA subject to AMc’s consent.  This back-and-forth persisted for nearly six months.  
64. 
Eventually, in February 2019, AMc acceded to a brief, circumscribed, “live” review 
of the North Contract (but no retention of any copies) by the General Counsel of the NRA.  This 
review raised concerns about whether the previous summary of the North Contract which was 
provided to the Audit Committee had been complete and accurate.  Among other things, the NRA’s 
brief, limited review of the North Contract—along with other information disclosed for the first 
time by North—gave rise to questions regarding: (i) whether North was a third-party contractor of 
AMc or, conversely, a full-time employee with fiduciary duties to AMc that supersede his duties 
to the NRA; (ii) whether the previously disclosed costs borne by the NRA in connection with the 
North Contract were complete and accurate; and (iii) whether the contract imposed obligations on 
North that prevent him from communicating fully and honestly with other NRA fiduciaries about 
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AMc.  Against the backdrop of escalating concerns about AMc’s compliance with the Services 
Agreement and applicable law, the NRA became determined to resolve these issues.  
65. 
By separate letters dated March 25 and 26, 2019, the NRA’s General Counsel again 
sought visibility regarding the North Contract and related business arrangements, as well as copies 
of other material business records pursuant to the Services Agreement.  Specifically, the NRA 
requested: 
• 
A chance to conduct a follow-up review of the North Contract (the NRA’s General 
Counsel even volunteered to conduct the review at AMc’s attorney’s offices, for 
AMc’s convenience); 
• 
Information about any additional costs relating to AMc’s engagement of North, to 
the extent that such costs were being “passed through” to the NRA;  
• 
Copies of any additional AMc-Third Party NRA Contracts currently in existence; 
• 
Information about which AMc personnel purportedly constituted “NRA-Dedicated 
Personnel,” such that their salaries or severance were alleged to be reimbursable by 
the NRA, and business records sufficient to show whether these personnel were in 
fact dedicated to NRA projects; and 
• 
Copies of the annual budget documents provided to the NRA’s forensic 
accountants. 
66. 
The NRA made clear that it sought the above information “in whatever form [wa]s 
most convenient” for AMc and hoped to obtain access to ordinary-course business records as 
contemplated under the Records-Examination Clause.  Although AMc immediately acknowledged 
receipt of the letters and promised to respond substantively, it did not. 
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67. 
Meanwhile, the NRA began to suspect that the information it previously received 
regarding the North Contract was misleading.  The May 2018 Amendment classified North as a 
third-party contractor of AMc—but in actuality, the North Contract treated him as a full-time 
employee, with legal duties to Ackerman that superseded his duties to the NRA.  Moreover, AMc 
originally advised the NRA that it had contracted North to host “[t]welve feature-length episodes” 
of a digital documentary series, to be produced “during each 12 months of a three-year 
[a]greement,” commencing during or about May 2018.  Yet by April 22, 2019—eleven months 
into North’s engagement—only three episodes were available, and none were “feature-length.”   
68. 
On April 11, 2019, North finally disclosed a copy of his contract to the NRA—even 
as AMc continued to rebuff the NRA’s requests for material information about the contract.  AMc 
has also withheld documentation regarding sponsorships secured for the North documentary series, 
and the NRA has no evidence that any substantial sponsorships exist. Viewed in light of the series’ 
production shortfalls, these facts have troubling implications.  The NRA agreed to shoulder a 
specific financial burden in connection with a specific digital-media project—not to allow its 
President to be compensated by a for-profit advertising agency for performing generic leadership 
functions.  Importantly, the NRA’s Bylaws do not provide for the President to receive a salary.  
69. 
In the wake of these developments, the NRA again requested that AMc allow it to 
examine business records that would shed light on “what, exactly, [the NRA] is paying for—and 
what it is getting.”  AMc never responded.   
F. 
The NRA Takes Legal Action, AMc And North Respond With Illegal Extortion. 
70. 
On April 12, 2019, having exhausted its good faith efforts to access key records 
pursuant to the Services Agreement, the NRA filed a narrowly tailored action in Virginia State 
court seeking specific performance by AMc of its obligation to share relevant records with the 
NRA.  In retaliation, rather than provide the requested records directly to the NRA (as the NRA 
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had sought for months), AMc conspired with others to disseminate select, out-of-context portions 
of those records—many obsolete or dated—to a subset of the NRA  Board  of Directors,  in order  
to sow  false impressions regarding the NRA's spending and lend support for a possible executive 
coup. 
71. 
On April 22, 2019, days before the NRA’s Annual Meeting of Members, Defendant 
Winkler doubled down on the tactic he previewed in his August 27, 2018 letter.20 In 
communications to select NRA executives, he referenced and excerpted certain expense records 
which had previously been withheld from the NRA. Importantly, Winkler did not contend—nor 
does the NRA believe—that any of the referenced expenses were improper.21 Nonetheless, they 
were obviously selected by Defendants to foster salacious, misleading impressions of the NRA’s 
spending practices. Winkler’s letters carried an implicit threat, made explicit in a subsequent series 
of telephone calls: If the NRA failed to withdraw its lawsuit seeking access to AMc’s records, 
AMc would publicize portions of those records tailored to cause maximum reputational damage 
to the leadership of the NRA. In other words, the agency would deploy a smear campaign with 
malicious intent to damage the NRA. 
72. 
On April 24, 2019, AMc caused its employee, North, to telephone an aide of Mr. 
LaPierre and relay the contents of yet another letter that AMc purportedly planned to disseminate. 
North emphasized that the letter would be “bad” for Mr. LaPierre and the NRA, and he described 
a laundry list of allegations the letter would contain: an unfavorable (and untrue) depiction of the 
                                                          
20 See discussion supra at ¶ 53.  
21 Indeed, if Winkler or anyone at AMc had believed the expenses were improper, then 
AMc’s fiduciary obligations required it to inform the NRA of suspected accounting improprieties. 
Instead, for more than a decade, AMc invoiced the NRA for the expenses without any such 
comment. 
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NRA's finances; sexual harassment accusations against an NRA staff member; and, as previewed 
in Defendant Winkler’s letters, excerpts of wardrobe, travel, and entertainment expenses paid by 
AMc and then invoiced by it to the Association over the years. 
73. 
Tellingly, several categories of information referenced by North consisted of the 
same information the NRA had tried, but failed, to elicit from AMc under the Record-Examination 
Clause.  After withholding this information for more than six months in an attempt to stonewall 
the NRA's compliance efforts, AMc now threatened to strategically, selectively publicize the 
information in a manner calculated to cause harm to Mr. LaPierre and the Association. North stated 
that AMc would forbear from publicizing the “bad” letter if Mr. LaPierre agreed to withdraw the 
NRA’s lawsuit seeking access to AMc's records, resign immediately from the NRA, and support 
North’s continued tenure as NRA President.  If Mr. LaPierre cooperated, North indicated that he 
could “negotiate with” Ackerman co-founder Angus McQueen to secure an “excellent retirement” 
for Mr. LaPierre. 
74. 
The NRA does not take kindly to threats, and neither did Mr. LaPierre. Rather than 
accede to AMc’s extortion, Mr. LaPierre wrote a letter to the NRA's Board of Directors that gave 
a transparent account of AMc’s threat and concluded “so long as I have your confidence . . .  I will 
not back down.” As became widely publicized, Mr. LaPierre prevailed—and AMc’s coup attempt 
failed. 
G. 
Extortion’s Aftermath:  Documents Vindicate the NRA’s Concerns, And AMc 
Continues Its Attacks.  
 
 
 
 
 
 
 
 
 
75. 
The NRA hoped that in the wake of these events, AMc would resume faithfully 
serving the NRA as the parties’ contract and Virginia law required. Unfortunately, the NRA 
continued to receive media inquiries that strongly suggest there are misleading, defamatory “leaks” 
emanating from AMc. In other words, the NRA believes that AMc is now delivering on its 
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extortion threat. Tellingly, much of the information “leaked” by AMc concerns travel, wardrobe, 
and other expenses incurred in connection with AMc projects, based on AMc’s advice, or on trips 
with itineraries crafted by AMc. Although it disseminates select portions of these records in an 
effort to convey misleading impressions about spending activities by the NRA’s leadership, AMc 
knows full well that these particular expenses were proper because it was deeply involved in their 
occurrence. 
76. 
Discovery has corroborated one of the NRA’s worst fears about AMc’s billing 
practices—specifically, that AMc was double-billing multiple clients for the same work, or simply 
billing the NRA for time logged by its employees on non-NRA projects.  Dan Boren, an executive 
of Ackerman’s second-largest client, the Chickasaw Nation, admitted by email dated April 15, 
2019: “I bet Ackerman is in trouble on this one.  They can’t produce the backup to the invoices 
and were allocating full salary to these employees that may have been working on our [Chickasaw 
Nation’s] accounts.”    
77. 
The NRA is informed and believes that AMc has fraudulently billed it, and perhaps 
other clients, for equipment as well as personnel.  Over the duration of the Services Agreement, 
AMc billed the NRA for at least $2.7 million in fixed assets consisting of audiovisual equipment 
and the like. 
78. Defendants’ campaign of attempted coercion and intimidation of the NRA and Mr. 
LaPierre rose its ugly head again in the days before the NRA Board of Directors meeting in 
September 2019.  For the purpose of intimidating and undermining the leadership of the NRA, as 
well as potentially laying the ground work for a second attempted coup, on September 13, 2019, 
Defendants issued a corporate “press release” to the general public—but in fact intended for 
consumption by the members of the NRA Board of Directors—that attempted to cast doubt on the 
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judgment of the NRA’s  leadership and to re-position Defendants as “the good guys.”  In reality, 
this so-called “press release” was nothing more than a gaggle of lies, including the following 
misrepresentations:  
• 
“Ackerman McQueen cooperated with every single audit NRA requested”; 
• 
“Ackerman McQueen never overcharged the NRA and retains records of all the 
work to prove it”; 
• 
“Every expense incurred on behalf of the [NRA] was directed by the NRA at the 
highest level, always with personal knowledge and approval of Wayne LaPierre;” 
and 
• 
Outside counsel for the NRA “pursues . . . frivolous lawsuits” against AMc “for 
PR purposes and to serve as a distraction from the failure of NRA executives and 
its board to properly fulfill its oversight duties.”  
79. 
The pattern of attempted extortion, coercion, and intimidation (oftentimes based on 
outright falsehoods) undertaken for the purpose of shuttering the NRA’s legitimate and ongoing 
investigation into Defendants’ fraudulent activities and ousting the current NRA leadership 
dedicated to enhanced compliance is clear as day.  No reasonable basis exists for the NRA to 
believe this campaign will stop in the foreseeable future and abate resorting to criminal 
malfeasance that risks harming not only the NRA, but Defendants’ other clients as well.  The NRA 
brings this action to discover the full extent of AMc’s breaches and frauds, recover its documents 
and property, and attain compensation for the damage it has sustained. 
H. 
The Services Agreement Provides That The NRA Is The Owner Of All Creative 
Works And Intellectual Property Previously Developed And Used By AMc.  
 
80. 
As noted above, the NRA and AMc worked together since the 1980s. Over that 
time, the NRA placed significant trust and confidence in AMc to perform public relations and 
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strategic marketing services, media planning and placement, and management of digital media and 
websites, including the management of NRATV.   Since at least 1999, AMc’s work on behalf of 
the NRA was governed by successive incarnations of the Services Agreement, which specified the 
types of work that AMc performed for the NRA.                                       
81. 
Section VI of the Services Agreement is entitled “Ownership of Products.”  In 
particular, it provides “[a]ll creative works developed by AMc in fulfilling its obligations under                        
this Services Agreement . . . shall be the property of the NRA.”  It continues: “All other, and 
further, intellectual property . . .  created or developed by AMc in fulfilling its obligations under 
this Services Agreement, are NRA’s sole and exclusive property, and AMc does hereby assign all 
right, title and interest in same to NRA . . . .”   
82. 
Section VI of the Services Agreement also requires AMc to transfer and assign to 
the NRA the ownership of the copyright to all creative works developed by AMc for the NRA if 
those works are not otherwise encompassed by the Copyright Act.  
83. 
In addition, the NRA separately owns numerous copyrights, including for “NRA” 
and “National Rifle Association.”  
I. 
Despite The Termination Of The Services Agreement, Defendants Continue To 
Prominently Reference The NRA And NRATV On AMc’s Website.  
 
 
 
84. 
By letter dated June 25, 2019, the NRA terminated the Services Agreement 
effective “immediately.”  Notably, AMc also purported to terminate the agreement by letter dated 
June 27, 2019, effective “immediately.” 
85. 
Despite the termination of the Services Agreement, continued and/or continue to 
make unauthorized and unlicensed references, directly and indirectly, to the NRA and NRATV on 
its website, and continued and/or continue to make unlicensed and unauthorized use of the NRA’s 
intellectual property rights.  Attached hereto as Exhibits A and C are depictions of those NRA 
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references and associated intellectual property rights on AMc’s website as of August 29, 2019 and, 
for additional graphics added since that date, as of October 17, 2019, respectively.   
86. 
Specifically, AMc’s website, directly and indirectly, references in an unauthorized 
an unlicensed manner the NRA and/or NRATV and uses its associated intellectual property rights, 
as follows:  
• 
On the homepage, in describing who it is and what it does, AMc mentions its work 
with a “gun rights organization” and states that it “built media companies on behalf 
of … the Second Amendment to the Constitution”; 
• 
On a page entitled “Our Media Evolution,” the website provides a timeline of 
AMc’s projects for its clients, and also contains videos and photos relating to NRA                        
TV; 
• 
On a page entitled “Our Team,” a photo appears with the caption “NRA Life of 
Duty,” which was part of what Ackerman touts in its Counterclaims/Third Party 
Complaint as a “robust,” “money-making, [and] profitable” advertising and 
branding campaign;22 and 
• 
On pages entitled “Gallery” and “Clients,” a total of fifteen different references to 
the NRA and NRATV appear, which represents a greater number of references 
compared to any other AMc client. 
87. 
The portions of the AMc website submitted by Defendants in the Appendix 
supporting their Motion to Dismiss support this conclusion.   
                                                          
22  ECF No. 10 ¶¶ 7, 11.   
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88. 
The references on AMc’s website to the NRA and NRATV and the use of closely 
associated intellectual property are unauthorized in light of the termination of the Services 
Agreement and unlicensed generally.  In addition, the multitude of such references and related 
intellectual property, alone and taken together, foster consumer and customer confusion insofar as 
they falsely suggest to the public that the NRA remains an AMc client and endorses the services 
provided by AMc.  To the contrary, the NRA is not an AMc client and does not endorse AMc’s 
services. 
89. 
For example, AMc’s website falsely proclaims that NRATV is the “world’s most 
comprehensive video coverage of freedom-related news, events and culture,” which creates the 
misimpression that NRATV was a successful endeavor that the NRA endorses.  In actuality, the 
NRA recently concluded, despite years of false reporting and subterfuge from Defendants, that 
NRATV was a failed endeavor under any appropriate performance metric.  In fact, on or about 
June 25, 2019, the NRA suspended the “live TV” programming of NRATV.   
90. 
AMc’s website also prominently features unauthorized and unlicensed NRA-
owned photos and references to the NRA with greater frequency than any other AMc client.  That 
prominent display of the NRA and its associated intellectual property on AMc’s website provides 
a strong inference that wrongly suggests to the public—and creates consumer and customer 
confusion—that the NRA presently endorses the services that AMc provides and that the NRA is 
currently AMc client, neither of which is true.  The fact that in the past AMc and the NRA had a 
commercial relationship does not alter, and ultimately has no bearing on, this conclusion.   
91. 
Defendants now contend that “the current version of AMc’s website includes the 
word ‘legacy’ in connection with references to the ‘NRA,’” and appear to imply that the NRA’s 
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false association claim under the Lanham Act is somehow “moot,” to use Defendants’ words.23  
As shown in the Appendix submitted by Defendants in connection with their Motion to Dismiss,24 
the meaning and implication of the word “legacy” in the context used is, at best, ambiguous, 
compounds confusion, and far from clearly demonstrates that the NRA is no longer a client of 
AMc.  For example, rather than expressly specifying a separate webpage or portion of thereof for 
“Legacy Clients,” Defendants merely slapped the word “legacy” in the bottom right-hand corner 
of the NRA’s graphics, without providing any further context.  For these reasons, the use of the 
“legacy” verbiage does not save Defendants from having created a knowingly false portrayal that 
the NRA continues to remain an AMc client.  To the contrary, the slap-dash and belated “fix” only 
amplifies the problem more.  
92. 
In any event, even assuming that the word “legacy” was appended to the bottom 
right-hand corner of the NRA graphics on or about October 1, 2019, and that one magic word 
could somehow “moot” any false association claims after that date, the word does not “moot” the 
NRA’s false association claims arising before that date.25   That is, the false association and 
resulting public confusion manufactured by Defendants, undertaken for the purpose of gaining 
customers and increasing profits in the wake of losing its largest client, the NRA, began well before 
“legacy” was oddly shoehorned into the NRA’s graphics.     
93. 
Nor does Defendants’ transparent attempt to short-circuit NRA’s false association 
Lanham Act claim impact the NRA’s other false association theory.  The supposedly talismanic 
                                                          
23 ECF No. 10 ¶ 25. 
24 ECF No. 11 ¶ 5. 
25 ECF No. 10 ¶ 4.  Tellingly, Defendants do not state in their Motion to Dismiss the precise 
date the word “legacy” was buried in the bottom right-hand corner of the NRA’s graphics.   
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words of “legacy” and “moot” have no bearing on the NRA’s claim that AMc’s and Individual 
Defendants Martin’s and Greenberg’s unlicensed use of NRA intellectual property associated with 
NRATV on its website creates the false impression and attendant consumer and customer 
confusion that the NRA endorses, sponsors, and/or approves of NRATV, when in fact it does not.  
That theory does not turn at all on whether Ackerman has at some belated and unidentified point 
in time jammed the word “legacy” in the bottom corner of NRA graphics and intellectual property, 
because the NRA could, or could not, endorse, sponsor, and/or approve of NRATV either before 
or after it ceased being a client.  Nor do the supposed magic words impact either the NRA’s 
copyright infringement claims and alternative claim for conversion. 
V. 
CLAIMS FOR RELIEF  
A. 
Count One: Claims For False Association Under The Lanham Act, 15 U.S.C. § 
1125(a)(1)(A) (Against All Defendants). 
 
 
 
 
 
 
 
94. 
The NRA incorporates the allegations in the preceding paragraphs as if fully set 
forth herein. 
95. 
By intentionally maintaining numerous references to, and images of, the NRA and 
NRATV on AMc’s website, Defendants are likely to cause confusion, or to cause mistake, or to 
deceive as to the affiliation, connection, or association of the NRA with AMc, or as to the NRA’s 
approval of the services or commercial activities by Defendants, in violation 15 U.S.C. § 
1125(a)(1)(A).  
96. 
Defendants are involved in interstate commerce.  
97. 
Defendants directly participated in, or are at least the moving force behind, AMc’s 
website continuing to provide or otherwise create the false impression that the NRA (1) remains 
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or continued to be an AMc client after the termination of the Services Agreement and (2) endorses 
the services provided by AMc, in particular NRATV.   
98. 
The foregoing misconduct is without any legal justification and constitutes a 
knowing and willful violation of applicable law, including 15 U.S.C. § 1125(a)(1)(A). 
99. 
The NRA falls within the zone of interests protected by the Lanham Act, a lenient 
and flexible standard where doubts are resolved in favor of the plaintiff.  The NRA’s interests are 
sufficiently related to the interests protected under 15 U.S.C. §§ 1125(a)(1)(A) and 1127 because 
Defendants used words, statements, and reproductions of the NRA’s intellectual property in an 
unauthorized and unlicensed manner to create a false association between the NRA and AMc as 
to whether the NRA (1) remains or continues to be an AMc client and (2) endorses or approves of 
the services provided by AMc—in particular NRATV.  The NRA is suing not as a deceived 
consumer or as a direct competitor to Defendants, but as a person engaged in commerce within the 
control of Congress whose commercial position has suffered economic and/or reputational injury 
proximately caused by Defendants’ false associations outlined above and their acts of unfair 
competition.  These interests plainly fall within the zone of interests protected by the Lanham Act, 
in keeping with the Supreme Court’s holding that “most of enumerated” purposes of the Act “are 
relevant to false association cases.”  Lexmark International, Inc. v. Static Control Components, 
Inc., 572 U.S. 118, 130 (2014).   
100. 
The NRA has been injured and has suffered damages by the unauthorized and 
unlicensed words, statements, and/or use of NRA intellectual property that created the false 
impression of association with AMc and the false endorsement of AMc’s services.  Defendants 
placed their own financial interest in acquiring new customers and gaining additional profits 
through engaging in deceptive conduct, at a time when it had lost its largest client, the NRA.  It 
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did so at the expense of the NRA’s lawful right to restrict and to limit the use of its name and 
related intellectual property rights in a non-misleading manner, thereby diminishing their value 
and causing financial injury to the NRA, including lost royalties, both presently and in the future.  
In addition, Defendants’ Lanham Act violations. caused and/or will likely cause the NRA to suffer 
reputational harm and the loss of goodwill.   Accordingly, the NRA has suffered injuries that 
negatively impact its ability to compete in the marketplace.   
101. 
Such bad faith misconduct should be preliminarily and permanently enjoined, (even 
absent proof of damages), and the NRA should be awarded damages and/or equitable relief, 
including but not limited to forfeiture and disgorgement in the form of returning the ill-gotten 
revenues and/or profits earned by Defendants as a result of their violation(s) of 15 U.S.C. § 
1125(a)(1)(A), in an amount to be proven at trial.  See, e.g., §§ 1116-1117. 
102. 
In addition, as a result of such misconduct, the NRA has been required to retain the 
undersigned counsel to prosecute the claims herein.  Pursuant to 15 U.S.C. § 1117, the NRA seeks 
to recover its attorneys’ fees and costs incurred in this action.  
B. 
Count Two: Copyright Infringement Under 17 U.S.C. § 101 et seq. (Against All 
Defendants).  
 
 
 
 
 
 
 
 
 
                       
 
 
103. 
The NRA incorporates the allegations in the preceding paragraphs as if fully set 
forth herein. 
104. 
The NRA owns numerous copyrights, including for “NRA” and “National Rifle 
Association.”  In addition, the NRA owns or is the assignee of the copyright to all creative works 
developed for the NRA by AMc pursuant to the Services Agreement, some of which are present 
on AMc’s website and can be found in Amended Exhibit A attached hereto. 
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105. 
Defendants directly participated in, or are at least the moving force behind, AMc’s 
website continuing to use and publish unauthorized and unlicensed copyrighted works owned by 
the NRA. 
106. 
Defendants’ unauthorized and unlicensed continued publication of the NRA’s 
copyrighted works constitute unlawful copyright infringement.  
107. 
The NRA is entitled to preliminary and permanent injunctive relief requiring 
Defendants to immediately and forever remove from their website and return all the NRA’s 
copyrighted works.  This remedy is necessary to return and restore to the NRA the legal right to 
decide for itself whether and, if so, how to license, restrict, or otherwise limit the dissemination of 
its copyrighted material in commerce.    
108. 
In addition, the NRA is entitled to an award of actual damages and forfeiture and 
disgorgement of Defendants’ ill-gotten revenues and/or profits, unpaid royalties, and/or statutory 
damages, for their infringing use and publication of the NRA’s copyrighted works in an amount 
to be proven at trial. 
109. 
Pursuant to 17 U.S.C. § 505, the NRA is also entitled to recover its attorneys’ fees 
and costs incurred in this action. 
C. 
Count Three: Conversion (Against All Defendants).  
110. 
The NRA incorporates the allegations in the preceding paragraphs as if fully set 
forth herein. 
111. 
In the alternative to its claims for false association under the Lanham Act and 
infringement under the Copyright Act, the NRA asserts the cause of action of conversion.   
112. 
The NRA is the exclusive owner of, and holds all right, title, and interest to, all 
creative works and intellectual property developed and used by AMc in fulfilling its obligations to 
the NRA under the Services Agreement.   
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113. 
Despite the NRA’s demands (see, for example, Exhibit B), Defendants have refused 
to remove from its website and return all such creative works and intellectual property.  As a result, 
Defendants unlawfully and without authorization continue to exercise control and dominion over 
the NRA’s valuable creative works and intellectual property.  
114. 
Defendants’ unauthorized use and publication of the NRA’s creative works and 
intellectual property constitute intentional acts causing substantial interference, if not outright 
destruction, of the NRA’s valuable property rights, to the detriment and harm of the NRA.   
115. 
In addition, the NRA is entitled to an award of damages, including damages for the 
full value of the stolen property and punitive damages, attributable to defendants’ wrongful refusal 
to return its valuable creative works and intellectual property in an amount to be proven at trial. 
116. 
The tort of conversion is not pre-empted by the Copyright Act.  The rights that the 
copyright owner—here, the NRA—seeks to enforce under the common law doctrine of conversion 
are not equivalent to or the same as the rights sought or provided pursuant to the Copyright Act.  
Here, the NRA seeks the total value of the intellectual property “converted,” property that will 
never return.  
117. 
In contrast, in conjunction with its claim for copyright infringement the NRA seeks 
the effective return to the copyright holder of all the property rights inherent in copyright, 
specifically the right to control the use of the copyrighted material, the right to obtain payment of 
royalties in exchange for its use, or other damages to compensate the copyright holder for the 
diminution of and infringement on its rights.  Put differently, the principal features of relief for 
copyright infringement represent: (1) an injunction prohibiting further use of the property, (2) 
effective return of the property to the copyright holder, and (3) compensation for the lost royalties 
and/or the diminution in value associated with the unauthorized use.   
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118. 
None of those remedies apply to the relief afforded and sought by the NRA with 
respect to its claim of conversion. In sharp contrast, the law of conversion in the context of 
remedies provides that the tortfeasor (1) keeps and uses the subject property for his/her own 
benefit, (2) does not to return the converted property to its rightful owner, and (3) pays damages 
for the total loss of value for the property, and not to pay for the diminution or loss of the property’s 
value (as is the case for copyright infringement).  In short, the elements and remedies associated 
with a claim for federal copyright infringement and for common law conversion are not equivalent 
or substantially the same and serve two very different purposes, thereby precluding any notion that 
the Copyright Act could pre-empt the NRA’s alternative claim for conversion.   
D. 
Count Four: Fraud (Against All Defendants).  
119. 
The NRA incorporates the allegations in the preceding paragraphs as if fully set 
forth herein. 
120. 
As alleged above, Defendants have engaged in an overarching scheme to defraud 
and extort plaintiff NRA, thereby causing it harm and putting it (and other AMc clients) at 
imminent risk of harm.  Accordingly, Defendants are liable for their misleading representations 
and/or non-disclosure of material facts.  
121. 
Beginning in at least 2016 and continuing through 2018 Defendants, in connection 
with the “annual budgeting process,”26 described by Ackerman, Defendants—and in particular 
Defendants Winkler and Montgomery, as well as former CEO Angus McQueen—represented on 
multiple occasions that appropriate back-up documentation was retained by AMc for purposes of 
justifying and substantiating their billing statements and that such documentation could be audited 
                                                          
26 ECF No. 12, at p. 23 ¶ 11. 
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at the NRA’s request.  Defendants—in particular, Defendants Winkler and Montgomery—and 
McQueen likewise represented that their record-keeping was accurate.  These representations were 
made with the specific intent to have the NRA maintain or increase the annual budget for 
Ackerman and were made over the course of this “annual budgeting process,” which occurred in 
the fourth quarter of the preceding budgetary year (i.e., the process for the 2017 budget would have 
occurred in Q4 2016).       
122. 
These representations were false when made, with a specific intent to induce the 
NRA to maintain or increase the annual budget for Ackerman.  As the NRA later discovered, for 
years no one at AMc kept or maintained reasonable documentation that would justify or support 
the accuracy of the sums of money AMc represented it was owed in the billing statements it sent 
to the NRA.  In addition, absent such record-keeping, a complete audit could not occur.  For these 
reasons, AMc’s record-keeping was not accurate, contrary to Defendants’ representations.    
123. 
McQueen and Defendants Winkler and Montgomery held senior executive 
positions at AMc and, as Ackerman admits, were specifically responsible for “budgetary 
compliance, invoicing, and payments” to the NRA.27  Accordingly, there is more than ample 
reason to believe that they must have known about, or consciously disregarded, the gross failure 
to maintain reasonable backup and supporting document in connection with their billing practices.   
124. 
These representations were material and reasonably and justifiably relied upon 
insofar as the NRA would never have agreed to a budget, much less the same or a greater budget, 
had the it known the complete truth.   
                                                          
27 ECF No. 12, at p. 23 ¶ 12. 
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125. 
Defendants also failed to disclose certain facts to the NRA during the “annual 
budgeting process.”  In particular, they knowingly failed to disclose the fact that AMc often 
double-billed multiple clients for the same work, or simply billed the NRA for time logged by 
employees supposedly “dedicated” the NRA account for work they performed on non-NRA 
projects.  As Dan Boren, an executive of Ackerman’s second-largest client, the Chickasaw Nation, 
revealed by email dated April 15, 2019: “I bet Ackerman is in trouble on this one.  They can’t 
produce the backup to the invoices and were allocating full salary to these employees that may 
have been working on our [Chickasaw Nation’s] accounts.”  Defendants also failed to disclose that 
AMc had fraudulently billed the NRA, and perhaps other clients, for equipment in addition to 
personnel.  By failing to disclose these facts, Defendants intended to induce the NRA to maintain 
or increase the amounts NRA paid to Defendants.   
126. 
Defendants had a duty to disclose these facts because (1) they were fiduciaries of 
the NRA, as was AMc, in light of the (a) contractual language in the Services Agreement 
appointing it the agent of the NRA for purposes of public relations and advertising and/or (b) the 
longstanding relationship of trust and confidence in which the NRA relied on AMc that was 
separate and apart from the Services Agreement and (2) they had the obligation not to tell “half-
truths.” 
127. 
Defendants knew that the NRA was ignorant of these facts and did not have an 
equal opportunity to discovery the facts.   
128. 
Defendants Winkler and Montgomery held senior executive positions at AMc and, 
as Ackerman admits, were specifically responsible for “budgetary compliance, invoicing, and 
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payments” with respect to the NRA account.28  Therefore, there is more than a reasonable basis to 
believe that they knew about, consciously disregarded, the practice of overbilling with regards to 
personnel and equipment.  Accordingly, the false representations were made knowingly or 
recklessly and without knowledge of the truth.  For similar reasons, they knew that the information 
that they did not disclose to the NRA and were deliberately silent when they had a duty to speak.   
129. 
These false representations and/or fraudulent non-disclosures were material and 
actually, reasonably, and justifiably relied on upon the NRA.  As a result, the NRA has suffered 
injury and damages, in an amount to be proven at trial.  Had it known the complete truth, the NRA 
would never have agreed to an annual budget, much less the same or a greater budget, would have 
terminated AMc as its agent, and would have ceased conducting business with the agency.   
130. 
Fraudulent Billing.  Beginning in at least 2016 and continuing through 2019, 
Defendants and AMc-employee Nader Tavangar would on at least a monthly basis (and sometimes 
more often) issue and send billing statements and invoices to their NRA counterparts representing 
that the NRA owed AMc certain amounts of money.  Given the fraudulent nature of the annual 
budgeting process, it should come as no surprise that many of the emailed billing statements were 
not only inaccurate, but false and misleading. These representations were made with the specific 
intent to have the NRA pay the amounts it purportedly owed.   
131. 
The billing statements were misleading in three principal respects.  First, 
Defendants caused sham bills to be sent that purported to seek payment for services that were 
never provided to the NRA.  Second, they caused bills to be sent to the NRA which sought to seek 
                                                          
28 ECF No. 12, at p. 23 ¶ 12. 
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reimbursements in excess of the actual cost to AMc. Third, they caused bills to be sent to the NRA 
that were wholly unsubstantiated by any receipt or document, or any other shred of evidence. 
132. 
As an example, on September 17, 2018, Defendants emailed NRA Chief Financial 
Officer (“CFO”) and Treasurer Craig Spray three “production invoices for [the month]”  Upon 
review of the vague, cursory, and unsubstantiated invoices, Spray responded and advised 
Defendants that they may not be following “best practices/compliance requirements,” where 
“typically [a] three-way match process for processing a vendor invoice is required.”  As explained 
to Defendants, the objective of “an audit compliant process” is “to ensure” that a vendor’s request 
for payment “is complete and accurate” and “to highlight any discrepancies” in the supporting 
documentation.  At the time, Spray found Defendants’ slip-shod billing practices concerning.  And 
for good reason.  Absent necessary backup documentation, a vendor has no factual basis to justify 
requesting the amounts of money provided on the billing statement or invoice.     
133. 
Defendants had a duty to disclose these facts because (1) they were fiduciaries of 
the NRA, as was AMc, in light of the (a) contractual language in the Services Agreement 
appointing it the agent of the NRA for purposes of public relations and advertising and/or (b) the 
longstanding relationship of trust and confidence in which the NRA relied on AMc that was 
separate and apart from the Services Agreement  and (2) they had the obligation not to tell “half-
truths.” 
134. 
Defendants knew the NRA was ignorant of these facts and did not have an equal 
opportunity to discovery the facts.   
135. 
Defendants and AMc employee Tavangar were responsible for the routine 
generation and transmission of fraudulent billing statements to the NRA and Defendants Winkler 
and Montgomery were specifically responsible for “budgetary compliance, invoicing, and 
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payments” with respect to the NRA account.29  Therefore, there is more than a reasonable basis to 
believe that they knew, or consciously disregarded, the truth, particularly with respect to the 
issuance of fraudulent billing statements and invoices that were wholly unsubstantiated due to the 
lack of back-up documentation.  Accordingly, the false representations were made knowingly or 
recklessly and without knowledge of the truth.  For similar reasons, Defendant knew the 
information that they did not disclose to the NRA and remained deliberately silent when they had 
a duty to speak.    
136. 
These false representations and/or fraudulent non-disclosures have caused the NRA 
to suffer injury and damages, in an amount to be proven at trial.  Had it known the complete truth, 
the NRA would never have agreed to pay the billing statements and invoices, would have 
terminated AMc as its agent, and would have ceased conducting business with the agency.  For 
these reasons, these representations and/or non-disclosures were material and actually, reasonably, 
and justifiably relied upon by the NRA.   
137. 
NRATV Fraudulent Misstatements and Non-Disclosures.  Beginning in at least 
2016 and continuing through 2019 Defendants—including but not limited to Defendants 
Montgomery, Martin, and Greenberg—made various fraudulent statements and/or failed to 
disclose material information in connection with NRATV.  Among other things, as alleged herein, 
Defendants in early 2016 made multiple representations to the NRA that the proposed  “owned 
media” digital platform known as NRATV presented “a good opportunity to generate revenue” 
and that developing and launching such a platform would “pay for itself,” including paid 
commercial sponsorships for live programs.  In addition, at the thirteen specific meetings and in 
                                                          
29 ECF No. 12, at p. 23 ¶ 12. 
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other communications to the NRA identified above, including communications made on May 13, 
2019 and late October 2018, Defendants touted NRATV’s performance and represented that the 
platform had certain valuations and generated millions of engagements and views.  These 
statements were made for the purpose of inducing the NRA to expand its investment in NRATV, 
to the benefit of AMc.  
138. 
These representations and omissions were false and misleading for multiple 
reasons.  First, the NRATV digital platform did not generate revenue and was never going to pay 
for itself, as demonstrated by the dismal viewership and sponsorship numbers that it generated in 
reality, consistent with the previous failure of a similar project with The American Clean Skies 
Foundation, a fact that Defendants did not disclose.  In addition, Defendants’ repeated 
representations that the NRATV platform generated millions of viewers and touting of the 
platform’s performance and valuation were in fact based on out-of-context statistics predicated on, 
among other things, aggregate viewership numbers that failed to differentiate between genuine 
views and merely incidental ones and counted all of the views from an individual, rather than the 
distinct number of viewers of NRATV content.  At no point did Defendants disclose that their 
purported viewership numbers were not based on actual data of the number of unique and genuine 
viewers.  Moreover, Defendants’ inconsistent and contradictory viewership statistics and 
statements on the purpose of viewership numbers and the actual numbers themselves demonstrate 
the falsity of the statements.   
139. 
Defendants knew about failure of the similar digital platform that AMc had 
developed and operated for The American Clean Skies Foundation and, therefore, also knew that 
embarking upon a similar venture for the NRA would not present a good opportunity for revenue 
generation or pay for itself.  Defendants understood that their development (in particular, their 
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creation by Defendant Greenberg) and subsequent touting of NRATV viewership performance and 
valuations was not based on actual data comprising unique views, and likewise understood such 
data is readily available from third-party vendors given that Defendants hold themselves out as 
ostensible experts in digital marketing and advertising.  Therefore, there is more than a reasonable 
basis to believe that Defendants knew, or consciously disregarded, the truth about these matters.  
Accordingly, the false representations were made knowingly or recklessly and without knowledge 
of the truth.  
140. 
Defendants had a duty to disclose these facts because (1) they were fiduciaries of 
the NRA, as was AMc, in light of the (a) contractual language in the Services Agreement 
appointing it the agent of the NRA for purposes of public relations and advertising and/or (b) the 
longstanding relationship of trust and confidence in which the NRA relied on AMc that was 
separate and apart from the Services Agreement  and (2) had the obligation not to tell “half-truths.”   
141. 
Defendants knew that the NRA was unaware of these facts and did not have an 
equal opportunity to discovery the facts.   
142. 
The false representations and/or fraudulent non-disclosures have caused the NRA 
to suffer injury and damage, in an amount to be proven at trial.  Had it known the complete truth 
about NRATV, the NRA would never have invested a dollar in the project, and would have 
terminated AMc as its agent, and ceased conducting business with the agency.  For these reasons, 
these representations and/or non-disclosures were material and were actually, reasonably, and 
justifiably relied upon by the NRA.   
E. 
Count Five:  Breaches of Fiduciary Duties (Against All Defendants).  
143. 
The NRA incorporates the allegations in the preceding paragraphs as if fully set 
forth herein. 
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144. 
Over the course of more than thirty years of close collaboration (including decades 
that precluded the Services Agreement), the NRA reposed extensive trust and confidence in, and 
relied upon, AMc.  Defendants, therefore, owed fiduciary duties to put the NRA’s interests first 
when rendering services to the NRA.   
145. 
In addition, AMc incurred fiduciary duties to the NRA when it acted as the NRA’s 
agent pursuant to multiple provisions of the Services Agreement.  For example, on the NRA’s 
behalf and subject to the NRA’s control, AMc entered into contracts and arrangements for the 
purchase, planning, and placement of media—activities that required AMc to be entrusted with 
sensitive confidential information pertaining to the NRA.  
146. 
Given their high-ranking positions at AMc and the importance of the NRA as its 
biggest client, Defendants were aware of the Services Agreement and understood the substance of 
its provisions and, therefore, served as agents and fiduciaries too. 
147. 
Because they acted in a fiduciary capacity, Defendants had a duty of loyalty to the 
NRA which forbade it from misusing the NRA’s confidential information—especially with the 
malicious intent to damage the NRA.  
148. 
Furthermore, because they acted in a fiduciary capacity, Defendants had a duty of 
candor and to disclose all material facts to the NRA regarding the advice and services it provided.  
Defendants breached their fiduciary duties when they failed to disclose material facts to the NRA, 
including but not limited to failing to disclose in the following instances:  
• Facts regarding AMc’s billing and invoicing practices—for example by failing to 
disclose that appropriate support documentation was not retained by AMc and could 
not be audited by NRA at any time; 
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• Facts regarding NRATV performance, by withholding crucial performance metrics like 
“unique” and “genuine” individualized viewership data, and relatedly failing to 
disclose material facts regarding the inaccurate valuation of NRATV; 
• Facts regarding the prior and failed “owned-media” project, Clean Skies TV. 
• Fact that AMc often double-billed multiple clients for the same work, or simply billed 
the NRA for time logged by employees who were supposed to be fully “dedicated” to 
the NRA; 
• Facts that AMc used equipment, billed to the NRA, for other clients’ projects; 
• Fact that bills emailed and mailed to the NRA contained inaccurate and false 
information, for example, bills seeking reimbursement for services that were never 
performed, that were in excess of the actual costs to AMc, and that were wholly 
unsubstantiated by supporting documentation; and 
• Facts regarding the North Contract—for example including the fact that North had legal 
duties to AMc that superseded those he had to the NRA while NRA President, and the 
failure to comply with the digital documentary series requirements.  
149. 
In addition, Defendants as fiduciaries of the NRA had a duty of fair, honest dealing 
and a duty to act with integrity of the strictest kind.  Defendants breached these fiduciary duties 
when they engaged in the following conduct:  
• Attempt to obstruct or to stop an investigation of Ackerman and its billing practices 
and NRATV by the NRA, including by repeatedly and flatly refusing to respond to 
legitimate and basic information requests from NRA executives; 
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• The first attempt of extortion undertaken by Defendant Winkler on August 27, 2018, 
which amounted to a violation of the criminal laws.30  
• The second attempt of extortion undertaken by Defendant Winkler on April 22, 2019, 
which amounted to a violation of the criminal laws.31  
• The attempted extortion undertaken by Oliver North on April 24, 2019, which 
amounted to a violation of the criminal laws.32 
150. 
As a direct and proximate cause of Defendants’ breaches of their fiduciary duties, 
the NRA has suffered injury and incurred damages in an amount to be proven at trial.    
151. 
The NRA also seeks forfeiture and disgorgement of all amounts wrongfully 
obtained by Defendant on account of their breaches of their fiduciary duties, including, without 
limitation, all fees paid by the NRA to AMc since the date such breaches began, and at minimum 
forfeiture and disgorgement of any ill-gotten gain.    
F. 
 Count Six: Conspiracy (Against All Defendants).  
152. 
Each Defendant was a member of a combination or conspiracy involving two or 
more persons, one of whom, Dan Boren, was an individual not employed by Defendants.    
153. 
The object of the combination or conspiracy was to commit the fraudulent behavior, 
the attempts to de-railing the resulting NRA investigation, and the attempts to extort Mr. LaPierre 
                                                          
30 Tex. Penal Code §§ 15.01, 31.01, 31.03; Va. Code Ann. §§ 18.2-26, 18.2-28, 18.2-59; 
Ok. Stat. Ann. §§ 1481-83, 1486. 
31 Tex. Penal Code §§ 15.01, 31.01, 31.03; Va. Code Ann. §§ 18.2-26, 18.2-28, 18.2-59; 
Ok. Stat. Ann. §§ 1481-83, 1486; In. Code §§ 35-45-2-1, 35-43-4-2, 35-43-4-2.  
32 Tex. Penal Code §§ 15.01, 31.01, 31.03; Va. Code Ann. §§ 18.2-26, 18.2-28, 18.2-59; 
Ok. Stat. Ann. §§ 1481-83, 1486; In. Code §§ 35-45-2-1, 35-43-4-2, 35-43-4-2. 
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and the NRA alleged herein.  The members of the combination or conspiracy had a meeting of the 
minds concerning the object of the combination or conspiracy or the course action.  
154. 
One of the members committed an unlawful and overt act to further the object or 
course of action, including but not limited to the Defendants’ fraudulent acts described in Count 
Four and the breaches of fiduciary duty described in Count Five.  
155. 
The NRA has suffered injury and sustained damages as a result of the conspiracy, 
in an amount to be proven at trial.   
G. 
Count Seven: Breach of Fiduciary Duty of Loyalty (Against All Defendants). 
156. 
In the alternative, the NRA asserts the claims for breach of fiduciary duty and 
breach of contract that are currently at issue in the Virginia state court litigation (“the Virginia 
Claims”).   Through the filing of its Counterclaim and Third-Party Complaint, see ECF No. 12, 
however, Ackerman has broadened this dispute to encompass a host of subject matters not directly 
raised in the Original Complaint.  Ackerman broadly contends that the NRA’s original claims in 
this action “mandate[ ] . . . an inquiry into the NRA’s and LaPierre’s conduct” allegedly comprising 
“sinister and intentional efforts to destroy AMc’s business” and “makes relevant an examination 
of the real reasons behind termination of the parties’ [Services Agreement] . . . and an examination 
of the creation, operation and [allegedly] unquestioned success of NRATV.”33   According to 
Ackerman, this “mandate[d]” inquiry includes the three allegedly “frivolous” lawsuits comprising 
the Virginia Claims.34  Based on Ackerman’s logic, the NRA’s Virginia Claims likely arise out of 
the same transactions or occurrences that are the subject matters of Ackerman’s Counterclaim and 
Third-Party Complaint, and it is likely that the Virginian Claims would be considered compulsory 
                                                          
33 ECF No. 12 p. 19, ¶ 1.   
34 Id. at p. 19 ¶ 2, pp. 31-32 ¶ 35. 
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counterclaims to this action.  In short, the Virginia Claims have been put at issue by Ackerman’s 
Counterclaim and Third-Party Complaint 
157. 
The NRA incorporates the allegations in the preceding paragraphs as if fully set 
forth herein. 
158. 
Over the course of more than thirty years of close collaboration (including decades 
that precluded the Services Agreement), the NRA reposed extensive trust and confidence in, and 
relied upon, AMc.  Defendants, therefore, owed fiduciary duties to put the NRA’s interests first 
when rendering services to the NRA.   
159. 
In addition, AMc incurred fiduciary duties to the NRA when it acted as the NRA’s 
agent pursuant to multiple provisions of the Services Agreement.  For example, on the NRA’s 
behalf and subject to the NRA’s control, AMc entered into contracts and arrangements for the 
purchase, planning, and placement of media—activities that required AMc to be entrusted with 
sensitive confidential information pertaining to the NRA.  
160. 
Given their high-ranking positions at AMc and the importance of the NRA as its 
biggest client, Defendants were aware of the Services Agreement and understood the substance of 
its provisions and, therefore, served as agents and fiduciaries too. 
161. 
Because they acted in a fiduciary capacity, Defendants had a duty of loyalty to the 
NRA which forbade it from misusing the NRA’s confidential information—especially with the 
malicious intent to damage the NRA.  Defendants breached this duty on multiple occasions AMc 
breached its fiduciary duty when it conspired to effect an out-of-context, partial disclosure of 
certain NRA confidential information to (i) a handpicked group of outside directors of the NRA., 
as well as (ii) the news media as part of its attempted extortion plot and to end the NRA’s 
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investigation into AMc for the malicious purpose of smearing the NRA’s reputation and 
facilitating its ultimately foiled coup plot.   
162. 
As a direct and proximate cause of Defendants’ breaches of their fiduciary duties, 
the NRA has suffered injury and incurred damages in an amount to be proven at trial.    
163. 
The NRA also seeks forfeiture and disgorgement of all amounts wrongfully 
obtained by Defendants on account of their breaches of their fiduciary duties, including, without 
limitation, all fees paid by the NRA to AMc since the date such breaches began, and at minimum 
forfeiture and disgorgement of any ill-gotten gain.     
164. 
The NRA also seeks injunctive relief to prevent future disclosures of the NRA’s 
confidential information. 
H. 
Count Eight:  Breach of Contract (Against Defendants AMc).   
165. 
The NRA incorporates the allegations in the preceding paragraphs as if fully set 
forth herein. 
166. 
For the reasons explained in paragraph ___, supra, in the alternative, the NRA 
asserts this breach of contract claim that is also part of Virginia Claims.  
167. 
The Services Agreement is a legally enforceable contract, and the NRA has 
performed all of its obligations under the Services Agreement. 
168. 
The 
Records-Inspection 
Clause. 
The 
Records-Examination 
Clause 
is 
unambiguous.  The NRA has performed all of its obligations under the Services Agreement, 
including its obligation to provide reasonable notice pursuant to the Records-Examination Clause. 
169. 
Ackerman and Mercury have breached the Records-Examination Clause of the 
Services Agreement. Specifically, Ackerman-acting at all times on behalf of both itself and 
Mercury, pursuant to the Services Agreement-has repeatedly failed or refused to permit the NRA 
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to examine specified categories of books and records with respect to matters covered under the 
Services Agreement. 
170. 
There is no adequate remedy at law for AMc’s refusal to permit examination of 
records (whether they reside at Ackerman or Mercury) pursuant to the Services Agreement.  The 
information sought by the NRA pursuant to the Records-Examination Clause resides uniquely 
within the possession of Ackerman and/or Mercury, and cannot be acquired by the NRA on the 
open market for any sum of money. 
171. 
The nature of the obligation imposed by the Records-Examination Clause makes 
specific performance equitable and practical because the Court need only order AMc to furnish to 
the NRA: (i) copies of any AMc-Third Party NRA Contracts, including the North Contract; and 
(ii) business records, in whatever form they were generated in the ordinary course of AMc’s 
business, which are sufficient to convey the information sought by the NRA as described in the 
paragraphs above.   
172. 
Defendants’ breaches of the Services Agreement have damaged—and threaten to 
imminently, irreparably harm—the NRA’s legitimate operational interests as a not-for-profit 
organization. By denying the NRA access to basic information regarding the nature of the services 
being performed, the putative budgets for these services, and the material terms of third-party 
contracts for which the NRA is purportedly liable, Defendants have jeopardized the NRA’s ability 
to steward its funds in pursuit of its public mission. Moreover, AMc’s continued and baseless 
refusal to disclose material information relating to the North Contract threatens to impede the 
NRA’s corporate governance. 
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173. 
By reason of the foregoing, the NRA requests that this Court order specific 
performance by Defendants of their obligations pursuant to the Records-Examination Clause of 
the Services Agreement. 
174. 
The Confidentiality Clause.  Defendants have breached the provisions of Section 
IV of the Services Agreement by directly or indirectly disclosing, to third parties, information 
made known to AMc as a result of AMc’s providing Services (as defined under the Services 
Agreement). 
175. 
Defendants’ breaches have damaged the NRA. Among other things, the NRA has 
incurred significant reputational damage, and professional fees, as a result of Defendants’ bad 
faith, out-of-context “leaks” to reporters. For example, the NRA’s attorneys and public affairs 
professionals have spent extensive hours fielding inquiries from journalists in an effort to correct 
the misleading impressions sown by AMc. 
176. 
Defendants’ breaches are escalating, and there can be little doubt that if its 
collaborator of multiple decades continues to maliciously disseminate its confidential information, 
the NRA will be irreparably harmed. The NRA is entitled to injunctive relief to avert or minimize 
this inseparable harm. 
177. 
Moreover, AMc’s breaches are material—by seeking to destroy the NRA’s 
reputation, AMc has destroyed the purpose of the parties’ contract. Accordingly, the NRA is 
entitled to damages based on all of its remaining rights to performance under the Services 
Agreement. 
178. 
The Return-of-Property Clause.  The provisions of Section XI.E. of the Services 
Agreement are unambiguous and bind “AMc” (defined to include both Ackerman and Mercury). 
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179. 
The NRA seeks possession of its property, fixed assets, materials, documents, and 
confidential information as defined in the Services Agreement. 
180. 
Both the NRA and AMc have provided notice of the immediate termination of the 
Services Agreement; thus, the NRA has an immediate right to possession of the NRA’s property. 
181. 
The NRA’s property is capable of identification. The NRA's property is defined in 
the Services Agreement and the NRA provided a partial list of its property in AMc’s possession 
in the NRA's letter dated July 22, 2019, to AMc. 
182. 
In its July 22 letter, the NRA provided values for some of its fixed assets in AMc’s 
possession. In addition, the NRA's confidential information and materials provided to AMc during 
their contractual relationship have monetary value. 
183. 
AMc is in possession of the NRA's Property and has wrongfully refused to return 
the NRA’s Property. 
184. 
AMc has breached the provisions of Section XI.E. of the Services Agreement by 
failing to provide the immediate return of the NRA's Property. 
185. 
AMc has also breached the implied covenant of good faith and fair dealing ignoring 
the NRA’s repeated requests to return the NRA’s Property.   
186. 
AMc’s breaches have damaged the NRA in an amount to be proven at trial  
187. 
Moreover, AMc’s breaches are material. Accordingly, the NRA is entitled to 
damages based on all of its remaining rights to performance under the Services Agreement. 
VI. 
 
DEMAND FOR JURY TRIAL 
188. 
The NRA hereby demands a trial by jury on all issues of fact to which it is entitled 
to a jury trial in this action. 
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VII. 
 
PRAYER 
189. 
For all the foregoing reasons, the NRA requests that the Court enter judgment in its 
favor and award it the following relief against AMc and the other Defendants: 
a. 
Preliminary and permanent injunctive relief prohibiting Defendants, and 
each of their agents, servants and employees, and those persons in active 
concert or participation with any of them, from in an unauthorized and 
unlicensed manner: (1) showing any references to the NRA on AMc’s 
website and in any other form of media; (2) using or displaying any logos 
or symbols affiliated with the NRA in connection with advertising, 
distribution, or display for sale of any product or service associated with 
AMc; (3) making in any manner whatsoever any statement or 
representation, or performing any act, likely to lead members of the public 
to believe that AMc is in any manner, currently directly or indirectly, 
associated, affiliated, connected with, authorized or approved by the NRA; 
and (4) taking any action, directly or indirectly, in any form or manner 
whatsoever that is likely to tarnish or disparage the business reputation of 
the NRA;  
 
b. 
Compensatory damages for injuries sustained as a result of Defendants’ 
wrongful conduct, in at least the amount of $40 million.  
c. 
Punitive or exemplary damages in an amount to be determined at trial;  
d. 
Forfeiture and disgorgement in an amount to be determined by the Court;  
e. 
Costs of court; 
f. 
Reasonable and necessary attorneys’ fees;  
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g. 
Pre-judgment and post-judgment interest at the highest lawful rate; and  
h. 
Such other relief, at law or in equity, to which it may be justly entitled. 
190. 
In the alternative, the NRA requests judgment in its favor against Defendants with 
respect to the following concerning the breach of the Return-of-Property Clause in the Services 
Agreement: 
a. 
Ordering that the NRA has proven its ownership rights and that AMc shall 
return the NRA’s property immediately; 
b. 
Granting a pre-trial seizure of NRA property in the possession of AMc; 
c. 
Ordering the sheriff or other proper officer to seize NRA property and 
deliver the same to the NRA pendente lite under circumstances deemed 
appropriate; 
d. 
Granting NRA preliminary and permanent injunctive relief; 
e. 
Alternatively, granting NRA specific performance of the return of the 
NRA’s Property or compensatory damages for a material, total breach of 
contract; 
f. 
Granting NRA punitive or exemplary damages; and 
g. 
Granting such other and further relief as the Court deems just and proper. 
191. 
In the alternative, the NRA requests judgment in its favor against Defendants with 
respect to the following concerning the breach of the Confidentiality Clause in the Services 
Agreement and the breach of the fiduciary duty of loyalty: 
a. 
Granting it preliminary and permanent injunctive relief, as well as other 
equitable relief such as disgorgement or forfeiture; 
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b. 
Granting it compensatory damages for material, total breach of contract, and 
breach of the fiduciary duty of loyalty, totaling $40 million; 
c. 
Granting it punitive or exemplary damages; and 
d. 
Granting such other and further relief as the Court deems just and proper. 
192. 
In the alternative, the NRA requests judgment in its favor against Defendants with 
respect to the following on the breach of the Records-Examination Clause in the Services 
Agreement:   
a. 
A judgment against each of Ackerman and Mercury for breach of contract; 
b. 
An award of specific performance to the NRA requiring that: 
a. 
AMc furnish copies of all AMc-Third Party NRA Contracts to the 
NRA within three (3) business days of the entry of such order; and 
b. 
Within ten (10) business days of the entry of such order, AMc 
furnish to the NRA: 
i. 
Copies of annual budgets for the years 2016-2018, which 
AMc alleges were approved by the NRA and were 
previously provided to the NRA's forensic accountants; 
ii. 
A list of all current NRA-Dedicated Personnel (as defined 
in the NRA’s letter correspondence) and, for each such 
employee, copies of business records sufficient to show the 
amount or percentage of the employee’s time that was 
dedicated to NRA projects during the period from January 
1, 2018, to present; 
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iii. 
Copies business of records sufficient to show the extent of 
any costs invoiced to the NRA or the NRA Foundation, 
during the period from January 1, 2018, to April 1, 2019, 
which costs were incurred by reason of: 
1. 
The production of the NRATV documentary series 
“American Heroes;” or 
2. 
Cash or non-cash compensation to North or North-
related Staff; or 
3. 
Office space of other perquisites provided to North 
or North-related Staff; and 
4. 
Whether each item was billed specifically to the 
NRA, the NRA Foundation, or both entities; and 
c. 
Copies of business records (if any) reflecting North’s availability to 
film American Heroes, any modifications to the American Heroes 
production schedule during the period from May 2018 to present, 
and the reasons for those modifications; and 
d. 
Such other and further relief to which the NRA may be entitled at 
law or in equity. 
 
 
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Dated:  October 25, 2019 
Respectfully submitted, 
BREWER, ATTORNEYS & 
COUNSELORS 
 
By: /s/ Michael J. Collins  
 
  
Michael J. Collins 
State Bar No. 00785493 
mjc@brewerattorneys.com 
 
Jason C. McKenney  
 
State Bar No. 24070245 
 
jcm@brewerattorneys.com 
 
1717 Main Street, Suite 5900 
 
Dallas, Texas 75201 
 
Telephone: (214) 653-4000 
 
Facsimile: (214) 653-1015 
 
ATTORNEYS FOR PLAINTIFF THE 
NATIONAL RIFLE ASSOCIATION OF 
AMERICA 
 
 
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CERTIFICATE OF SERVICE  
 
I hereby certify that a true and correct copy of the foregoing document was served upon 
counsel of record in the above cause via ECF in accordance with the Federal Rules of Civil 
Procedure and the Local Rules on this 25th day of October 2019. 
 
/s/ Michael J. Collins  
 
 
 
Michael J. Collins 
 
 
4829-7050-8971.4  
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