Case 1:16-cv-02897-CMA-MJW Document 5 Filed 11/29/16 USDC Colorado Page 1 of 9

DISTRICT COURT, DOUGLAS COUNTY,
COLORADO
4000 Justice Way Ste. 2009
Castle Rock, CO 80109
______________________________________________
Plaintiff:
Deanna Meyer, both individually and
derivatively on behalf of the true interests
of Wildlands Defense Inc.,

             
  
                     
                          
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  COURT USE ONLY  

v.

_________________________

Defendants: Brian Ertz and Wildlands Defense Inc.
______________________________________________
Attorneys For Plaintiff:
David F. Askman, #44423
Michael M. Frandina, #42116
THE ASKMAN LAW FIRM, LLC
1543 Champa St., Suite 400
Denver, CO 80202
Phone:
(720) 407-4331
E-mails:
dave@askmanlaw.com
michael@askmanlaw.com

Case Number:
Courtroom:
Division:

COMPLAINT WITH JURY DEMAND
Plaintiff Deanna Meyer (“Plaintiff”), both individually and derivatively on behalf of the
true interests of Wildlands Defense, Inc. (“Wildlands”), by and through her undersigned counsel
hereby submits her Complaint With Jury Demand (the “Complaint”) and states and alleges as
follows in support thereof:
I.

NATURE OF THE ACTION

1.
This action concerns misrepresentations by Defendant Brian Ertz (“Ertz”) made
to procure funds for his organization and the resulting misuse of those funds, both in terms of the
funds being improperly diverted to Ertz and other insiders and the funds not being spent in
accordance with Ertz’s representations and binding written and oral agreements.
II.
2.

PARTIES

Plaintiff Deanna Meyer is an individual who resides in Sedalia, Colorado.

Exhibit A

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3.
Plaintiff is also a member of Wildlands, or Plaintiff was a member of Wildlands
until she was wrongly removed as a member of Wildlands.
4.
Plaintiff was also a director of Wildlands until she was wrongly removed as a
director of Wildlands.
5.

Defendant Wildlands is an Idaho nonprofit corporation.

6.

Defendant Ertz is an individual who on information and belief resides in Boise,

Idaho.
7.
Wildlands.

Ertz is a director of Wildlands, is the board president of Wildlands, and controls
III.

JURISDICTION AND VENUE

8.
The Court may exercise subject matter jurisdiction over the claims set forth in this
complaint pursuant to Colo. Const. Art. VI, Section 9.
9.
Venue is proper in this district because, among other things, the Plaintiff,
Wildlands, and Ertz are all parties to an agreement that provides for mandatory venue in
Colorado; the defendants are nonresidents and the Plaintiff is a resident of this district; and the
contracts at issue were to be performed in this district.
IV.

CLAIMS FOR RELIEF
GENERAL ALLEGATIONS

10.
Plaintiff was working on environmental protection efforts (the “Project”) when
Plaintiff sought assistance on the Project from several organizations.
11.
Plaintiff was approached by Ertz on behalf of Wildlands who offered assistance
on the Project.
12.
Ertz did provide assistance on the Project, though the vast majority of the work on
the Project continued to be accomplished by Plaintiff and by local volunteers recruited by
Plaintiff who helped Plaintiff with the Project.
13.
In June 2015, Plaintiff obtained funds from another party to continue work on the
Project (the “Procured Funds”).
14.
While discussing how the Procured Funds should be distributed and allocated,
Ertz told Plaintiff that the Procured Funds should be provided to Wildlands and stated on several
occasions that the Procured Funds would only be used by Wildlands to continue work on the
Project.

2

Exhibit A

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15.
As a result of Ertz’s representations, Plaintiff acquiesced to Ertz’s request and
permitted the Procured Funds to be paid in full to Wildlands.
16.
After Wildlands received an initial installment of the Procured Funds, Wildlands
promptly began making monthly payments to all of its directors, which at that time was Ertz,
Ertz’s sister Natalie Ertz, and Katie Fite.
17.
These improper diversions are conflict of interest transactions that have never
been properly approved.
18.
Soon after Wildlands began making monthly payments to its three directors, it
also began making payments to Plaintiff.
19.
When Plaintiff began receiving payments Plaintiff was continuing work on the
Project and believed that funding her efforts on the Project was a proper use for the Procured
Funds.
20.
The receipt of payments reinforced Plaintiff’s belief that Wildlands was using the
Procured Funds to continue work on the Project.
21.
At some point in 2015, Ertz asked Plaintiff to become a director of Wildlands, and
Plaintiff agreed.
22.
On information and belief, Plaintiff became a director of Wildlands on or before
November 5, 2015.
23.
The allegation made in the preceding paragraph is made on information and belief
because Ertz and the other directors refused to provide information requested by Plaintiff prior to
Plaintiff being improperly removed as a director, including but not limited to Plaintiff’s request
that she be provided all board minutes.
24.
On November 5, 2015, Plaintiff participated in a telephone call with the other
directors of Wildlands that Plaintiff understood to be Plaintiff’s first board meeting as a director
of Wildlands.
25.
After Plaintiff became a director of Wildlands, Plaintiff began to suspect that the
Procured Funds were not being used to continue work on the Project.
26.
For example, Plaintiff began noticing that while Ertz was being paid a full time
salary from Wildlands Ertz was not dedicating himself full time to Wildlands.
27.
From around the time Ertz began receiving payments in August 2015 to around
December 2015, Ertz was a full time law student.
28.
Then from the time Ertz graduated from law school until in or around April 2016
Ertz was studying full time for the bar exam.
3

Exhibit A

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29.
Plaintiff also began noticing that even the time Ertz was spending outside of law
school and studying for the bar was spent on Ertz’s other interests, including promoting the
presidential candidacy of Bernie Sanders.
30.
It ultimately became apparent to Plaintiff that Ertz and the other directors
intended to use the Procured Funds to pay themselves in whatever amounts and for whatever
reason they saw fit.
31.
Upon this realization, in or around May of 2016 Plaintiff began to confront Ertz
and the other directors about the use of the Procured Funds.
32.
For example, a provision in the written agreement providing for payment of the
Procured Funds states that the Procured Funds are being paid “to Wildlands to help pay for” the
Project.
33.

Plaintiff confronted Ertz with that provision.

34.
In response, Ertz informed Plaintiff that he had purposefully drafted that provision
so that he could spend the money in any manner he wanted to.
35.
This statement by Ertz was directly contrary both to the language of the provision
itself and to the explicit promises that Ertz had made to Plaintiff to induce Plaintiff to allow the
Procured Funds to be paid in whole to Wildlands.
36.
Plaintiff also confronted Ertz about a “WildLands Defense Litigation Strategy”
document that was prepared in which the Procured Funds were to be used to fund Ertz to pursue
litigation.
37.
In or around June 2016, Plaintiff also began to question the payments that were
being made to Ertz and the other directors.
38.
Plaintiff was concerned that Ertz and the other directors were wrongly diverting
Wildlands funds for themselves.
39.
Plaintiff was also concerned that the other directors were not spending the
Procured Funds towards work on the Project.
40.
Plaintiff asked Ertz and the other directors how the payments had been approved,
when they were approved, by whom, and for what purpose.
41.
Plaintiff also asked for other materials and information regarding the payments,
including the board minutes and budget materials.
42.
In response to Plaintiff raising concerns about the payments to Ertz and the other
directors, Ertz formed a compensation committee.

4

Exhibit A

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43.
The compensation committee was overseen by Ryan Stratton, a close personal
friend of Ertz.
44.
On June 30, 2016, the compensation committee met for 50 minutes and issued a
report dealing in part with proper compensation for Ertz and the other directors.
45.

This was the only meeting of the compensation committee.

46.

The report is invalid in part because it was not based on all of the materials facts.

47.
For example, the report was made premised on Ertz working 40 hours per week
for Wildlands.
48.
Wildlands.

On information and belief, at no time has Ertz worked 40 hours per week for

49.
Indeed, just prior to the report being issued Ertz spent significant time in
preparing for and attending the Idaho State Democratic Convention, which occurred on June 1618, 2016.
50.
In July 2016 Ertz also spent nearly a week at the national Democratic convention
in Philadelphia.
51.
From June through August of 2016, Plaintiff continued to push for access to board
minutes and for information on how the Procured Funds were being spent.
52.
For example, between July 28, 2016 and August 8, 2016 J. Kahle Becker,
Plaintiff’s attorney, and Malcolm Copple, Wildlands’ attorney, exchanged several letters in
which Plaintiff demanded, inter alia, records and an accounting of Wildlands’ expenditures, that
the Procured Funds be frozen, and that Plaintiff be provided with a copy of the “contract”
Mr. Copple alleged she had with Wildlands.
53.
54.
information.

Plaintiff was never provided with any of the requested information.
Instead, Plaintiff was told to travel to Boise, Idaho to get the requested

55.
Based on information and belief, on or around August 18, 2016 Ertz, Ertz’s sister
Natalie Ertz, and Katie Fite—the three directors who had engaged in the conflict of interest
transactions and were diverting funds for their own benefit—improperly voted to remove
Plaintiff from the board.

5

Exhibit A

 Case 1:16-cv-02897-CMA-MJW Document 5 Filed 11/29/16 USDC Colorado Page 6 of 9

FIRST CLAIM FOR RELIEF
(Breach of Written Contract –
Plaintiff, individually, against Ertz and Wildlands)
56.

Plaintiff hereby incorporates the allegations set forth above as if fully set forth

herein.
57.
The Procured Funds were provided pursuant to a written agreement that is a valid
and binding agreement entered into by Plaintiff, Ertz, and Wildlands.
58.
Plaintiff has fully performed all of her obligations under the agreement, and all
conditions precedent to enforcing the agreement have been met or satisfied.
59.
Ertz and Wildlands breached the agreement by, among other things, spending the
Procured Funds in violation of the provision requiring that the Procured Funds be spent on the
Project.
60.
As a direct and proximate cause of the breach of the agreement, Plaintiff has been
damaged in an amount to be proven at trial, or Plaintiff is entitled to a constructive trust or
specific performance.
SECOND CLAIM FOR RELIEF
(Breach of Implied Duty Good Faith and Fair Dealing –
Plaintiff, individually, against Ertz and Wildlands)
61.

Plaintiff hereby incorporates the allegations set forth above as if fully set forth

herein.
62.
The Procured Funds were provided pursuant to a valid and binding agreement
written agreement that contains the implied duty of good faith and fair dealing.
63.
In performing its obligations under the agreement, Ertz and Wildlands failed to
act in good faith and to deal fairly by, among other things, spending the Procured Funds in
impermissible ways.
64.
As a direct and proximate cause of the breach of the agreement, Plaintiff has been
damaged in an amount to be proven at trial, or Plaintiff is entitled to a constructive trust or
specific performance.
THIRD CLAIM FOR RELIEF
(Breach of Oral Contract –
Plaintiff, individually, against Ertz and Wildlands)
65.

Plaintiff hereby incorporates the allegations set forth above as if fully set forth

herein.

6

Exhibit A

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66.
Ertz and Wildlands offered to Plaintiff that they would spend all of the Procured
Funds on the Project in exchange for Plaintiff’s agreement that the entirety of the Procured
Funds could be paid to Wildlands.
67.
Plaintiff accepted the offer and allowed the entirety of the Procured Funds to be
paid to Wildlands.
68.
This agreement is a valid and binding agreement entered into by Plaintiff, Ertz,
and Wildlands.
69.
Plaintiff has fully performed all of her obligations under this agreement, and all
conditions precedent to enforcing this agreement have been met or satisfied.
70.
Ertz and Wildlands breached this agreement by, among other things, spending
funds in violation of their agreement to spend the Procured Funds on the Project.
71.
As a direct and proximate cause of the breach of the agreement, Plaintiff has been
damaged in an amount to be proven at trial, or Plaintiff is entitled to a constructive trust or
specific performance.
FOURTH CLAIM FOR RELIEF
(Promissory Estoppel –
Plaintiff, individually, against Ertz and Wildlands)
72.

Plaintiff hereby incorporates the allegations set forth above as if fully set forth

73.
Project.

Ertz and Wildlands promised that all of the Procured Funds would be spent on the

herein.

74.
Ertz and Wildlands knew or reasonably should have known that this promise
would induce Plaintiff to permit all of the Procured Funds to be paid to Wildlands.
75.
This promise induced Plaintiff to allow the entirety of the Procured Funds to be
paid to Wildlands.
76.
Ertz and Wildlands have broken their promise by, among other things, spending
the Procured Funds on issues other the Project.
77.
Injustice can only be avoided by imposing a constructive trust, requiring specific
performance of the promise, or by forcing Ertz and Wildlands remit the Procured Funds so that
they can be spent on the Project.

7

Exhibit A

 Case 1:16-cv-02897-CMA-MJW Document 5 Filed 11/29/16 USDC Colorado Page 8 of 9

FIFTH CLAIM FOR RELIEF
(Fraudulent Misrepresentation –
Plaintiff, individually, against Ertz and Wildlands)
78.

Plaintiff hereby incorporates the allegations set forth above as if fully set forth

79.
Project.

Ertz represented to Plaintiff that all of the Procured Funds would be spent on the

herein.

80.

At the time Ertz made the representation, he was an agent for Wildlands.

81.

At the time Ertz made the representation, he knew it to be false.

82.
Indeed, Ertz later informed Plaintiff that he drafted the provision so that he did
not have to spend the Procured Funds on the Project and instead could spend the Procured Funds
any way he wanted to.
83.
Ertz made this representation to induce Plaintiff to permit all of the Procured
Funds to be paid to Wildlands.
84.
This representation induced Plaintiff to allow the entirety of the Procured Funds
to be paid to Wildlands.
85.
Plaintiff relied on Ertz’s representation because they had been working together
on the Project and Plaintiff believed Ertz intended to honor his word and to act with the
recognition that all of the Procured Funds, which was all of the funding his Wildlands entity had
received, was because of the Project.
86.
As a result of Plaintiff’s justifiable reliance on Ertz’s representation, Plaintiff has
been damaged by the Procured Funds not being spent on the Project including to further her
work on the Project.
87.

Plaintiff is entitled to punitive damages for the fraudulent misrepresentation.

SIXTH CLAIM FOR RELIEF
(Breach of Fiduciary Duty –
Plaintiff, derivatively on behalf of the true interests of Wildlands, against Ertz)
88.
Plaintiff hereby incorporates the allegations set forth in paragraphs 1 through 52
above as if fully set forth herein.
89.

As a director of Wildlands, Ertz owed a fiduciary duty towards Wildlands.

90.
Ertz breached that duty by engaging in self-interested transactions when he
diverted Wildlands’ funds to himself and his sister.
8

Exhibit A

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91.
As a result of Ertz’s breach of fiduciary duty, Wildlands has been damaged in an
amount to be proven at trial.
V.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff Deanna Meyer prays that the Court enter judgment in her favor
and against Defendants Brian Ertz and Wildlands Defense, Inc. on the claims asserted herein,
and that she be awarded the following relief:
a.

Imposition of a constructive trust;

b.

Specific performance;

c.

Money damages in an amount to be calculated at trial;

d.

An award of punitive damages;

e.

An award of statutory damages and penalties;

f.

Costs and attorneys’ fees;

g.

Pre-judgment interest;

h.

Post-judgment interest; and

i.

Any such further relief as this Court deems just and proper under the circumstances.
VI.

JURY DEMAND

Plaintiff demands a jury trial on all issues so triable. 
Respectfully submitted this 21st day of October, 2016.
THE ASKMAN LAW FIRM LLC
s/ Michael M. Frandina
Michael M. Frandina
1543 Champa St., Suite 400
Denver, CO 80202
Phone: (720) 407-4331
michael@askmanlaw.com
ATTORNEY FOR PLAINTIFF

9

Exhibit A