DISTRICT COURT, CITY AND COUNTY OF DENVER,
COLORADO
Court Address: City and County Building
1437 Bannock Street
Denver, CO 80202
Plaintiff:
THE DENVER POST, LLC, a Delaware limited liability
company,
vs.
Defendants:
▲COURT USE ONLY▲
REID WICOFF, an individual, DAVID STALEY, an
individual, NICOLE BRENNAN, an individual, and
DIGIBLE, INC., a Colorado corporation.
Attorneys for Plaintiff The Denver Post, LLC:
Mary Hurley Stuart, Atty. Reg. #10947
Jeffrey D. Whitney, Atty. Reg. #35938
Jeff M. Van der Veer, Atty. Reg. #43837
HUSCH BLACKWELL LLP
1801 Wewatta Street, Suite 1000
Denver, Colorado 80202
Telephone:
303.749.7200
Facsimile:
303.749.7272
E-mail: mary.stuart@huschblackwell.com
jeff.whitney@huschblackwell.com
jeff.vanderveer@huschblackwell.com

Case Number:
Division:

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff The Denver Post, LLC (“The Denver Post”) submits this complaint for
injunctive and other relief against defendants Reid Wicoff (“Wicoff”), David Staley (“Staley”),
Nicole Brennan (“Brennan”) (collectively, the “Individual Defendants”) and Digible, Inc.
(“Digible”) (along with the Individual Defendants, the “Defendants”), and alleges as follows:

DEN-142855-3

 SUMMARY OF ACTION
1.
This is an action for, among other things, breach of the duty of loyalty, breach of
confidentiality, misappropriation, unjust enrichment and violation of the Colorado Uniform
Trade Secrets Act between The Denver Post and three of its former employees and their new
company. The Individual Defendants, while still employed in the advertising division of The
Denver Post (the “Advertising Division”), used The Denver Post’s confidential information and
trade secrets to solicit both customers and employees of The Denver Post and each other to join
the advertising agency the Individual Defendants planned to compete with the Advertising
Division while still employees of The Denver Post and that the Individual Defendants launched
as Digible within hours of resigning their employment.
2.
In violation of their duties of loyalty and in breach of both common law and
contractual confidentiality obligations, the Defendants have damaged The Denver Post by,
among other things, soliciting The Denver Post’s customers and employees; using The Denver
Post’s confidential, proprietary, and/or trade secret information; and by competing with their
employer for their own benefit, instead of acting solely for the benefit of their employer in all
matters connected with their employment.
3.
In addition to monetary damages and the return of any compensation the
Individual Defendants received from The Denver Post during the period that they breached their
duties of loyalty, The Denver Post seeks immediate temporary and permanent injunctive relief
to prevent further harm, which is certain to result as the Defendants now continue the efforts
they began during their employment to solicit The Denver Post’s customers and employees for
the benefit of themselves and Digible.
PARTIES
4.
Plaintiff The Denver Post is a limited liability company organized under
Delaware law with its principal place of business in Denver, Colorado.
5.
Before their recent resignations, Defendants Wicoff, Staley, and Brennan were
employees of The Denver Post working in the Advertising Division.
6.
Defendant Wicoff, a Colorado resident, was The Denver Post’s Senior Vice
President of Advertising.
7.
Defendant Staley, a Colorado resident, was a Senior Digital Sales Strategist.
Staley was responsible for building and optimizing innovative and strategic media campaigns
for the Advertising Division’s largest advertisers using the Advertising Division’s digital
products, among other things.
8.
Defendant Brennan, a Colorado resident, was the Director of Digital Advertising
Operations and served as the conduit between the Advertising Division’s sales and support

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 operations. Brennan worked with various groups within The Denver Post and many vendors
and partners in the digital space.
9.
Defendant Digible is a Colorado corporation with its principal place of business
in Bailey, Colorado. Defendant Staley is the Founder, President, incorporator and registered
agent of Digible.
10.
The Denver Post’s majority owner is MediaNews Group, Inc., which is a
Delaware corporation. Within MediaNews Group is a division call Adtaxi, which provides a
wide range of tools and services to advertisers to optimize their advertising and marketing
potential throughout the digital world of the internet.
11.
The Advertising Division of The Denver Post does much more than sell
advertising space within The Denver Post newspaper. The Advertising Division is more akin to
a full service advertising agency specializing in the design and execution of digital and print
advertising campaigns throughout the country using a variety of vendors, partners, and
publications, and using, in part, the help and assistance of Adtaxi employees. The Advertising
Division, along with Adtaxi, among many other services, assists customers in designing
advertisements and advertising campaigns so that they appear more often and with higher
priority in various internet search engines and so that they target users looking for the
customer’s goods and services on various social media platforms at the right time and place.
These tools and services are offered to all newspapers owned by MediaNews Group, and other
entities under the name Adtaxi.
JURISDICTION AND VENUE
12.
This Court has subject matter jurisdiction pursuant to the Colorado Constitution,
Article VI, § 9 and venue is proper in this Court pursuant to Colo. R. Civ. P. 98(c)(1) and (5).
13.
This Court has personal jurisdiction over the Defendants, each of whom is a
Colorado resident and each of whom has transacted business and committed tortious acts within
the State of Colorado.
GENERAL ALLEGATIONS
A.

Wicoff and Brennan Enter Into Confidentiality Agreements with The Denver Post.

14.
On November 6, 2014, Wicoff accepted and agreed to the terms of an offer letter
from The Denver Post for the position of Vice President of Digital Sales. Wicoff was later
promoted to Senior Vice President of Advertising, the highest executive position in the
Advertising Division and trusted advisor to the Publisher.
15.
The offer letter included, among other things, the following language concerning
the nondisclosure and protection of confidential, proprietary and trade secret information:

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 You agree that during your employment with the [The Denver Post] and after
termination of your employment (whether voluntary or involuntary) with [The
Denver Post], you shall not at any time or in any manner either directly or
indirectly, use, copy, disclose, divulge, transmit, convey, transfer or otherwise
communicate to another, either directly or indirectly, without the prior consent of
[The Denver Post], any confidential, proprietary or trade secret information
regarding the manner of operation, organization and management of [The Denver
Post’s] business; financial information, business plans, long-range plans, business
strategies, marketing strategies; and any other material of [The Denver Post]
which [The Denver Post] treats as its confidential and trade secret material.
16.
In the offer letter, Wicoff also agreed that, in the event he violated its terms,
including the confidentiality provision, The Denver Post “will suffer immediate, irreparable and
continuing injury which cannot be adequately compensated by money damages” and that The
Denver Post “will be entitled to seek and gain an injunction against [Wicoff] for any violation
of these Covenants.”
17.
On February 6, 2017, both Wicoff and Brennan entered into confidentiality
agreements with The Denver Post. True and accurate copies of Wicoff’s and Brennan’s
confidentiality agreements are attached hereto as Exhibits 1 and 2, respectively.
18.
In their confidentiality agreements, Wicoff and Brennan each agreed that
information about The Denver Post and its advertisers and customers would be kept
confidential.
19.
Wicoff and Brennan also each agreed in their confidentiality agreements that
confidential information obtained during or through their employment with The Denver Post –
which expressly included financial records, information regarding advertising or customer
transactions and information regarding advertisers or customers – could not be used by them
“for the purpose of furthering current or future outside employment or activities or for obtaining
personal gain or profit.”
20.
In addition, Wicoff and Brennan each agreed that, upon termination of their
employment with The Denver Post, they would return all confidential documents and
proprietary materials and continue to maintain confidentiality of The Denver Post’s confidential
information.
21.
With respect to intellectual property, both Wicoff and Brennan agreed that any
services, products, materials, know-how or other intellectual capital related to The Denver
Post’s business that they helped develop during the course of their employment was the
property of The Denver Post. Moreover, in their confidentiality agreements, Wicoff and
Brennan assigned and transferred to The Denver Post any rights in such work.

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 B.

Individual Defendants Gain Access to The Denver Post’s Confidential, Proprietary
and/or Trade Secret Information in the Course of their Employment with The
Denver Post.

22.
In the course of their employment with The Denver Post, each of the Individual
Defendants was intimately involved in and entrusted with finding, servicing, and retaining
customers. Each of the Individual Defendants also had certain responsibilities with respect to
revenue generation and profitability.
23.
As a result of their work and responsibilities with the Advertising Division, the
Individual Defendants had access to The Denver Post’s confidential, proprietary and/or trade
secret information (the “Confidential Information”) including, among other things, the
following:
(a)

Customer lists;

(b)

Key contacts at the Advertising Division’s customers;

(c)

Revenue, profits, and volume of work generated from the Advertising
Division’s customers;

(d)

The Advertising Division’s business practices and structure;

(e)

The Advertising Division’s pricing, pricing strategies and costs of
services;

(f)

The Advertising Division’s employees that are crucial to relationships
with its key customers;

(g)

The Denver Post’s agreements with its employees – including salary,
commission and bonus agreements;

(h)

The Advertising Division’s proprietary advertisement placement
technology and strategy;

(i)

Proprietary technology for Adtaxi – including tools and programs such as
Magellan, Search Intelligence Tool, and Search Pacing Tool;

(j)

The Advertising Division’s proprietary campaign set up and optimization
strategies for RTB, search and social media products;

(k)

The Advertising Division’s proprietary campaign performance data and
metrics with the Adtaxi Adviser Dashboard and Signal Tag Management;

(l)

Prospective customers for the Advertising Division; and

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 (m)

Present and future advertising strategies for the Advertising Division.

24.
In addition, each of the Individual Defendants, as well as those employees within
the Advertising Division that they solicited for employment with their competing advertising
agency, was responsible for servicing and maintaining the Advertising Division’s relationship
with a certain customer that accounted for a significant percentage of The Denver Post’s digital
advertising revenues. Through this work, the Individual Defendants had direct contact with this
customer’s key representatives and decision-makers, and developed a deep knowledge of
Confidential Information with respect to this account, including the customer’s needs, concerns
and advertising budgets, as well as the key financial metrics associated with the account.
25.
This Confidential Information, including Confidential Information described
above, is closely guarded and not available to the general public or to The Denver Post
employees who do not need access to such information in order to perform the duties of their
jobs.
26.
In the advertising business, companies such as The Denver Post spend significant
time and resources developing a base of customers and knowledge of their needs. In developing
the proprietary technology used by the Adtaxi group within which the Individual Defendants
worked, The Denver Post devoted over $6 million and 12 months of effort.
27.
With respect to the particular customer referenced above, The Denver Post
expended significant resources in order to allow the Individual Defendants to meet with the
customer in person, to entertain the customer, and to travel across the nation to see the customer
at its conferences and other events attended by the customer.
C.

The Individual Defendants Breached their Confidentiality Agreements and Duties
of Loyalty by Competing with The Denver Post and Using its Confidential
Information to Improperly Solicit Customers and Employees.

28.
As employees of The Denver Post, each of the Individual Defendants was
obligated to act solely for the benefit of The Denver Post in all matters connected with their
employment.
29.
While employees of The Denver Post, the Individual Defendants formulated and
then took steps to execute a plan to use The Denver Post’s Confidential Information to establish
a competing advertising agency and to take the Advertising Division’s customers and
employees.
30.
Upon information and belief, in February 2016, Staley and Wicoff began
discussing, the idea of leaving the Advertising Division and starting a competing advertising
agency at which they would perform work for at least one of the Advertising Division’s key
customers and possibly others. During his employment with The Denver Post, Staley was the
primary salesperson on this key customer’s account.

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 31.
Between February and September 2016, Staley and Wicoff met on numerous
occasions to discuss this plan.
32.
In furtherance of their plan, Staley and Wicoff solicited fellow employees within
the Advertising Division – Defendant Brennan and another employee – to join their planned
advertising agency.
33.
After being solicited to join this planned advertising agency, Brennan and the
fourth employee began meeting with Staley and Wicoff regularly to discuss their plans to form
an advertising agency and solicit the customers of the Advertising Division.
34.
The group even went so far as to plan their staggered departures from the employ
of The Denver Post in order to avoid suspicion and, before leaving, to provide misinformation
to others within the Advertising Division regarding a key customer’s account in order to make
that account, which they were planning to take, appear less profitable and less attractive to the
Advertising Division.
35.
While employed by The Denver Post, the Individual Defendants also took steps
to isolate this key customer and to preclude other employees within the Advertising Division
from having contact with the customer’s representatives. The Individual Defendants traveled to
meet with this customer on numerous occasions while employed by The Denver Post and
charged their expenses for these trips to The Denver Post.
36.
Before their resignation from The Denver Post, the Individual Defendants
notified this customer that they were planning to leave the Advertising Division to start a
competing advertising agency and asked if the customer would give its business to the new
agency. Upon information and belief, the customer asked the Individual Defendants to prepare
a business plan for it to review in making the decision whether to move the customer’s business.
D.

Upon Being Confronted with their Secret Plans, the Individual Defendants
Abruptly Resigned and Launched Digible Using The Denver Post’s Confidential
Information and Mission Statement.

37.
Word of the Individual Defendants’ secret plans eventually reached other senior
managers within the Advertising Division. On Friday, April 7, 2017 Wicoff was confronted by
others at The Denver Post and, in response, indicated that it was probably time for him to resign
and immediately returned to the office in the afternoon to gather his things.
38.
Despite having indicated the day before that it was time for him to resign, Wicoff
again returned to his office at The Denver Post mid-day on Saturday, April 8. Staley also went
to his office at The Denver Post on Saturday, April 8 at nearly the identical time as Wicoff.
39.
On the morning of Sunday, April 9, Wicoff sent an email to The Denver Post in
which he resigned his employment, effective immediately.

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 40.

Brennan resigned her employment with The Denver Post on Saturday, April 8.

41.

Staley waited until Monday, April 10 to resign his employment with The Denver

Post.
42.
Before he resigned, Staley, along with Brennan, met with two other employees
within the Advertising Division who worked closely with the key customer whose business the
Defendants were interested in taking and asked them to work for their new company.
43.
The Individual Defendants were aware that these employees were key contacts
for the Advertising Division’s customer whose business the Individual Defendants were
interested in, by virtue of their employment with The Denver Post.
44.
By 10:56 AM on Tuesday, April 11, Staley had already incorporated Digible. A
true and accurate copy of the Articles of Incorporation for Digible is attached hereto as Exhibit
3.
45.
By Wednesday, April 12, Digible had established an account on Facebook where
it stated as follows:
Digible is a client-centric digital organization that brings scale, precision, and
sophistication to digital marketing. Leveraging the belief that people matter as
much as technology, Digible helps advertisers solve complex marketing
challenges with custom, performance-driven solutions.
46.
More than one year earlier, in August 2015, while the Individual Defendants
were employed at The Denver Post, the Adtaxi group with which they were affiliated held a
launch event at which Adtaxi established the following mission statement:
AdTaxi is a client-centric digital organization that brings scale, precision, and
sophistication to digital marketing. Leveraging the belief that people matter as
much as technology, AdTaxi helps advertisers solve complex marketing
challenges with custom, performance-driven solutions.
47.
The Denver Post devoted time and money to developing this mission statement,
which was used across its training, branding, and public relations materials beginning in August
2015.
48.
In addition, no later than April 13 (two days after it was incorporated), Digible
had created a website on which it represented that the company was a “Google Partner” and
claims to “work with the best partners in the business.”
49.
Upon information and belief, the Defendants continue to use The Denver Post’s
Confidential Information to compete with the Advertising Division for both customers and

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 employees, and have used this Confidential Information to solicit the business of the
Advertising Division’s customers both while employed by The Denver Post and since leaving.
50.
While still employed by The Denver Post, the Individual Defendants put into
action their plan to compete with the Advertising Division and to wrongfully take and obtain for
themselves and their new entity its customers and employees using Confidential Information
they learned while in the employ of The Denver Post. To this day, the Defendants’ plan
continues, using this same Confidential Information and building upon the steps they first took
to compete while employed by The Denver Post.
51.
In addition, because the work done now by the Defendants is so similar to the
work they did at the Advertising Division (as evidenced by their identical mission statement),
the Defendants will compete with the Advertising Division and it is inevitable that the
Defendants will use, and upon information and belief have already used, The Denver Post’s
Confidential Information in their work at Digible.
E.

The Defendants will Continue to Irreparably Damage The Denver Post if not
Restrained Immediately.

52.
If not restrained from doing so by the Court, the Defendants will continue to
breach their duties of confidentiality and nondisclosure and violate the Colorado Uniform Trade
Secrets Act by wrongfully competing with the Advertising Division and impermissibly using
The Denver Post’s Confidential Information to compete and to take its customers and
employees.
53.
Indeed, even after receiving a letter from The Denver Post reminding them of
their confidentiality obligations and requesting the return of any confidential materials and
company equipment, records or documents (whether electronic or hardcopy), the Individual
Defendants have not returned any materials, equipment, records or documents and have
continued to take steps to launch Digible.
FIRST CLAIM FOR RELIEF
(Breach of Contract against Wicoff and Brennan)
54.
The Denver Post hereby re-alleges and incorporates by reference the allegations
set forth in the paragraphs above.
55.
The Denver Post has entered into confidentiality agreements with both Wicoff
and Brennan.
56.
In addition, Wicoff agreed to certain confidentiality obligations in accepting an
offer letter from The Denver Post.
57.
By engaging in the conduct set forth above, Wicoff and Brennan have breached
the provisions of their confidentiality agreements.
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 58.
The Denver Post has fully performed its obligations under Wicoff’s offer letter
and the confidentiality agreements with Wicoff and Brennan and all conditions precedent have
been performed, have occurred, and/or have been excused.
59.
As a result of Wicoff’s and Brennan’s breaches, The Denver Post has suffered
and will continue to suffer substantial damages, including irreparable damages.
60.
The Denver Post seeks monetary damages in an amount to be proven at trial, as
well as injunctive relief to prevent further harm.
SECOND CLAIM FOR RELIEF
(Breach of the Duty of Loyalty against Wicoff, Brennan and Staley)
61.
The Denver Post re-alleges and incorporates by reference the allegations set forth
in the paragraphs above.
62.
As employees of The Denver Post, the Individual Defendants owed The Denver
Post a duty of loyalty.
63.
The Individual Defendants breached their duties of loyalty by, among other
things, soliciting The Denver Post’s customers and employees and by using The Denver Post’s
confidential, proprietary and/or trade secret information in an attempt to compete with the
Denver Post for their own benefit while employed by The Denver Post.
64.
As a result of these breaches, The Denver Post has suffered and will continue to
suffer damages, including irreparable damages.
65.
The Denver Post seeks monetary damages in an amount to be proven at trial, as
well as injunctive relief to prevent further harm.
THIRD CLAIM FOR RELIEF
(Violation of Uniform Trade Secrets Act, C.R.S. § 7-74-101 et seq. against all Defendants)
66.
The Denver Post re-alleges and incorporates by reference the allegations set forth
in the paragraphs above.
67.
The Defendants, by improper means, including theft and/or breach of duty, took
Confidential Information belonging to The Denver Post.
68.
The Defendants misappropriated the Confidential Information belonging to The
Denver Post by acquiring such information under circumstances which they knew or had reason
to know constituted improper means.
69.
The Defendants misappropriated the Confidential Information belonging to The
Denver Post by disclosing that information to one or more persons and by using that
information for their own benefit.
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 70.
Absent entry of injunctive relief, the Defendants will continue to use and/or
disclose The Denver Post’s Confidential Information.
71.
As a result of the Defendants’ misappropriation of The Denver Post’s
Confidential Information, The Denver Post has suffered and will continue to suffer substantial
damages, including irreparable damages.
72.
The Denver Post seeks monetary damages in an amount to be proven at trial, as
well as injunctive relief to prevent further harm.
FOURTH CLAIM FOR RELIEF
(Unjust Enrichment against all the Individual Defendants)
73.
The Denver Post re-alleges and incorporates by reference the allegations set forth
in the paragraphs above.
74.
The Denver Post allowed the Individual Defendants access to The Denver Post’s
Confidential Information with the express understanding that they would use such information
solely for the benefit of The Denver Post and not in competition with The Denver Post.
75.
The Denver Post provided the Individual Defendants with access to The Denver
Post’s Confidential Information with the reasonable expectation that they would fulfill their
confidentiality obligations and that they would not use the Confidential Information in
competition with The Denver Post.
76.
The Individual Defendants knew or should have known that The Denver Post
reasonably expected to receive benefits from sharing the Confidential Information.
77.
The Individual Defendants have failed to compensate The Denver Post for the
benefit provided to them as a result of their misappropriation of the Confidential Information.
78.
The Individual Defendants have wrongfully retained all of the benefits of the
Confidential Information and have used it for their benefit.
79.
The Individual Defendants have been unjustly enriched by their use of the
Confidential Information in an amount to be proven at trial and must be restrained from further
use.
FIFTH CLAIM FOR RELIEF
(Unjust Enrichment against all Defendants)
80.
The Denver Post re-alleges and incorporates by reference the allegations set forth
in the paragraphs above.

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 81.
At the expense of The Denver Post, the Defendants received the benefit of the
mission statement and other marketing, branding, and public relations materials and information
developed by The Denver Post.
82.
The Defendants’ use of the mission statement and other marketing, branding, and
public relations materials and information developed by The Denver Post for their own benefit
would make it unjust for the Defendants to retain that benefit without paying.
83.
The Denver Post seeks monetary damages in an amount to be proven at trial, as
well as injunctive relief to prevent further harm.
SIXTH CLAIM FOR RELIEF
(Unfair Misappropriation against all Defendants)
84.
The Denver Post hereby re-alleges and incorporates by reference the allegations
set forth in the paragraphs above.
85.
By engaging in the conduct set forth above, the Defendants wrongfully profited
from The Denver Post’s expenditure of labor, skill, and money to develop the mission statement
and other marketing, branding, and public relations materials and information developed by The
Denver Post.
86.
The Denver Post seeks monetary damages in an amount to be proven at trial, as
well as injunctive relief to prevent further harm.
SEVENTH CLAIM FOR RELIEF
(Civil Conspiracy against all Defendants)
87.
The Denver Post hereby re-alleges and incorporates by reference the allegations
set forth in the paragraphs above.
88.
The Defendants had a meeting of the minds as to an object to be accomplished,
namely, the formation of Digible to compete with The Denver Post, and to take The Denver
Post’s customers and employees using The Denver Post’s Confidential Information.
89.
In order to accomplish this object, the Defendants engaged in the overt acts
described above. These overt acts constitute unlawful and tortious acts.
90.
As a proximate result of the unlawful overt acts, The Denver Post suffered
damages that will be proven at trial.
PRAYER FOR RELIEF
WHEREFORE, The Denver Post respectfully prays for the following relief against the
Defendants:

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 (a)

An order preliminarily and permanently enjoining Wicoff and Brennan from
directly or indirectly violating their confidentiality agreements;

(b)

An order preliminarily and permanently enjoining the Defendants from directly
or indirectly misappropriating The Denver Post’s Confidential Information;

(c)

Monetary damages against the Defendants in an amount to be proven at trial for
their breaches of contract, breaches of the duty of loyalty, violation of the
Uniform Trade Secrets Act, unjust enrichment, unfair misappropriation, and civil
conspiracy;

(d)

An order directing the Individual Defendants to forfeit and return any
compensation received from The Denver Post during any period in which they
were not acting solely for the benefit of The Denver Post in all matters connected
with their employment;

(e)

Pre-judgment and post-judgment interest on all damages recovered or awarded;

(f)

An award of attorneys’ fees and costs; and

(g)

Such other relief as the Court deems just and proper.
JURY DEMAND

The Denver Post hereby demands a trial to a jury on all issues so triable.
Dated: April 14, 2017
Respectfully submitted,
HUSCH BLACKWELL LLP

s/ Jeffrey D. Whitney
Mary Hurley Stuart, #10947
Jeffrey D. Whitney, #35938
Jeff M. Van der Veer, #43837
ATTORNEYS FOR THE DENVER POST, LLC
Plaintiff’s Address:
The Denver Post
101 W. Colfax Ave.
Denver, CO 80202

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