VIRGINIA: IN THE CIRCUIT COURT FOR THE CITY OF ALEXANDRIA NATIONAL RIFLE ASSOCIATION OF AMERICA, Plaintiff, ACKERMAN MCQUEEN, INC., and MERCURY GROUP, INC. Defendants. Civil Case No. CL/?oo 20b 7 v.l will COMPLAINT AND JURY DEMAND Plaintiff the National Ri?e Association of America (the ?les this Complaint and Jury Demand against Defendants Ackerman McQueen, Inc. (?Ackerman?) and Mercury Group, Inc. (?Mercury? and, collectively with Ackerman, based on personal information as to its own actions and on information and belief as to all other matters, as follows: Page 1 PRELIMINARY STATEMENT After collaborating for more than thirty years, the NRA ?nds itself at odds with its advertising agency and communications ?rm, Already embroiled in a separate lawsuitl arising from AMc?s refusal to furnish agreed business records, the NRA ?les this action to redress additional, increasingly brazen breaches of duties owed by to the NRA. Over the past year, even as it withheld important documents and information from the NRA, readily shared snippets of con?dential and proprietary materials with hostile third parties, including the news media?in a series of sordid, out-of?context ?leaks? engineered by to harm its client. Defendants? actions are especially egregious because communications with the media and the public are AMc?s purported area of expertise. For decades, the NRA trusted to shape and disseminate authorized public communications on its behalf, in order to advance the interests of the NRA and its members. During that time, became a valued asset to the NRA and, by extension, the millions of law-abiding gun owners who depend upon the NRA for its Second Amendment advocacy. As part of their professional obligations, and its employees were required to engage with the news media only with the full consent, operate with complete transparency, and work in alignment with the leadership team to craft its communications strategy. Of course, these expectations are fundamentals upon which clients and their public relations advisors operate. Trust and loyalty are necessary elements of any such relationship. Unfortunately, in a remarkable, material breach of that trust, undertook a campaign to tarnish and ultimately destroy the public image of the NRA and its senior leadership. Motivated to avoid scrutiny of their own business activities, a handful of faithless ?duciaries within (and 1 See National Rifle Association of America v. Ackerman McQueen, Inc. and Mercury Group. Inc, Civil Case No. CL19001757 (Alexandria, Page 2 without) conspired to conceal important information, ?kill? any ?messenger? who tried to unearth that information, and ultimately wrest control of the NRA by fomenting a (failed) executive coup. The conspiracy led by had a malicious, singular purpose: to derail inquiries by the NRA into AMc?s business and accounting practices. When the NRA ignored AMc?s initial, veiled threats and reiterated its demands for transparency, the agency and its co-conspirators ?red escalating salvos that culminated in an extortion threat delivered by an employee, Lt. Col. Oliver North days before the Annual Meeting of Members. North?s directive to NRA CEO Wayne LaPierre was simple: withdraw the then-pending lawsuit against resign immediately from the NRA, and support AMc?s chosen leadership slate for the be publicly smeared. As became widely reported, AMc?s attempt to seize control of the NRA brutally failed.2 Thereafter the NRA hoped that and its co?conspirators would abandon their illegal conduct and resume faithfully serving the NRA. Instead, Defendants began to deliver on AMc?s extortion threats. In apparent ?off-the?record? exchanges with reporters from multiple media outlets, and others with whom it conspired?cynically leaked selected portions of con?dential business records that were curated to convey a misleading, dire picture of the ?nances, operations, and expense-accounting practices. The bitter, insidious irony is that the records leaked by contain some of the same information the NRA had persistently requested from over the course of many months, in an effort to strengthen its own internal controls. When realized it could not hide the information demanded by the Association forever, it maliciously and 2 See, Danny Hakim, Wayne LaPierre Prevails in Fierce Battle for the NRA. THE NEW YORK TIMES (Apr. 29, 2019), Mark Maremont, New York Attorney General Probes NRA as Oliver North Exits as President, THE WALL STREET JOURNAL (Apr. 27, 2019, 7:30pm), 15563 76506 Page 3 selectively publicized a subset of its records in a manner designed to suggest improprieties which knew had not actually occurred. Consistent with its longstanding trust and reliance on and hopeful that the leaks were executed by rogue employees without the knowledge of AMc?s leadership, the NRA sought AMc?s help securing sworn declarations from employees who had access to the leaked information? af?rrning individually that they were not responsible for any unauthorized disclosures. In this way, the NRA sought to narrow the list of individuals potentially responsible for the leaks, as well as stem ongoing con?dentiality violations. Unfortunately, AMc?s response to the overture came in the form of a terse missive from outside counsel??refusing any cooperation. Although explicitly ?warrant[ed] and agree[d] to prevent disclosure of Con?dential Information by its employees? under its contract with the NRA, the agency ?atly refused to ask any of its employees to af?rrn they had honored their con?dentiality obligations. For years, the NRA trusted and depended upon to deliver core, critical services. The NRA never expected it would be forced to sue one of its closest collaborators. At this juncture, however, the NRA has no choice. AMc?s ongoing violations of its contractual and ?duciary duties are malicious, material, and must be redressed. PARTIES AND RELEVANT NONPARTIES 1. Plaintiff NRA is a not-for-pro?t 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 over ?ve million members? and its programs reach many millions more. Page 4 2. Defendant Ackerman is a nonresident for-pro?t business corporation organized under the laws of the State of Oklahoma with its principal place of business in Oklahoma City, Oklahoma. Ackerman is an advertising and public relations agency that has counted the NRA among its largest clients for more than thirty years. 3. Defendant Mercury is a nonresident for-pro?t business corporation organized under the laws of the State of Oklahoma with its principal place of business in Alexandria, Virginia. Mercury is a wholly owned subsidiary of Ackerman which specializes in public- communications strategy, including on behalf of advocacy groups such as the NRA. At all relevant times, Ackerman acted on behalf of both itself and Mercury pursuant to the Services Agreement (de?ned below) between Ackerman and the NRA. 4. Nonparty Lt. Col. Oliver L. North (Ret) (?North?) is a resident of the State of Virginia and a former president of the NRA. Unbeknownst to the NRA until recently, North is also a full-time employee of Ackerman. 5. Nonparty William Winkler (?Winkler?) is a resident of the State of Oklahoma and the chief ?nancial of?cer of Ackerman. JURISDICTION AND VENUE 6. This Court has jurisdiction over Ackerman and Mercury pursuant to Virginia Code 8.01-328.l because each of Ackerman and Mercury has transacted business in the Commonwealth of Virginia and contracted to supply services in the Commonwealth of Virginia. 7. Venue is proper in this Court because the cause of action set forth herein arose from the transaction of business in Alexandria, Virginia. 8. Additionally, jurisdiction and venue are proper in this court because Ackerman and Mercury have expressly consented to the exclusive jurisdiction and venue of courts sitting in Page 5 Alexandria or Fairfax County, Virginia regarding the matters presented herein in the Services Agreement dated April 30, 2017 (as amended May 6, 2018) (the ?Services Agreement?). FACTUAL BACKGROUND A. For Decades. the NRA Relied on Ackerman To Perform Public Affairs Services Requiring a High Level of Trust. 9. The NRA and have worked closely together since the 19803. Over that time, the NRA has reposed extensive trust and con?dence in to perform services including public relations and strategic marketing; planning and placement of media; management of digital media and websites; and the operation of NRATV, a digital-media platform managed by but frequently perceived by the public as the ?voice? of the NRA.3 By its nature, this work is publicly and politically sensitive, and requires the NRA to entrust with con?dential (and sometimes privileged) information. 10. Since at least 1999, AMc?s work on behalf of the NRA has been governed by successive incarnations of a Services Agreement containing detailed speci?cations for how various types of work performed by Ackerman for the NRA should be budgeted and billed. The Services Agreement between the NRA and dated May 1, 1999 (the ?Previous Services Agreement?) as well as the current, operative Services Agreement provide that certain categories of services, such as Owned Media and Internet Services, are compensated with an agreed annual fee, while others are required to be invoiced on an ad hoc basis based on estimates furnished by and approved by the NRA. Consistent with the sensitive nature of AMc?s services, the Services Agreement strictly limits use and disclosure by and its individual employees (who are 3 See, Jeremy W. Peters Katie Benner, Where The NRA. Speaks First and Loudest, THE NEW YORK TIMES, February 21, 2018, Page 6 themselves ?duciaries of the NRA), of information acquired during AMc?s work on behalf of the NRA. 11. Speci?cally, Section IV of the Services Agreement provides that ?shall not disclose, directly or indirectly, to any third party, any . . . data, materials or information . . . made known to as a result of AMc?s providing [contracted-for services] . . . without the prior express written permission of [the] may use the con?dential information ?only for the limited purpose of providing its [s]ervices to the and ?warrants and agrees to prevent disclosure of Con?dential Information by its employees, agents, successors, assigns and subcontractors.?6 12. Notably, serves as the agent for several purposes pursuant to the Services Agreement, and, therefore, owes ?duciary duties to the NRA. For example, the Services Agreement provides explicitly that may act ?on [the] behalf,? and subject to the control, with respect to purchasing, planning, and placement of media7?activities that require the NRA to entrust with nonpublic information about its communication strategy. In its capacity as the agent, must demonstrate ?the same high standard of good faith and loyalty? to the NRA as would be ?required . . . of an attorney to his client.?8 Indeed, owing to the parties? decades of close collaboration, their special relationship of trust and con?dence existed prior to, and apart from, the execution of the Services Agreement. The con?dentiality provisions of the Services Agreement are, therefore, backstopped and strengthened by common-law and 4 Services Agreement WA. 1. 5 Services Agreement IV.A.3. 6 Services Agreement IV.A.4. 7 Services Agreement LC, 11.8.1. 3 See, Nicholson v. Shockey, 192 Va. 270, 270 (1951). Page 7 contractual ?duciary duties which forbid any misuse or misappropriation of the information. 13. Consistent with the substantial scope and dollar value of the services rendered by for the NRA, invoices the NRA for a wide variety of expenses. The Services Agreement contains detailed guidelines identifying categories of expenses that can be invoiced to the NRA, and conditions for their reimbursement?for example, hotel and meal expenses must be speci?cally authorized in writing by the NRA. Over the parties? decades?long course of dealing, underlying receipts and other support for AMc?s expenses were not transmitted contemporaneously with AMc?s invoices. However, the NRA was repeatedly assured that appropriate documentation was retained by and could be audited at the request. Indeed, the senior leadership understood that ?eld audits of AMc?s expense records were regularly conducted precisely for that purpose. 14. Given its responsibilities, took an active role in shaping the public image of the principals and executives, including CEO Wayne LaPierre. Based on AMc?s advice, and subject to billing procedures set up, LaPierre over a ?fteen year period incurred wardrobe and related expenses for countless television appearances, ?lming of commercials, and other outward-facing brand-development activities. Those activities were speci?cally directed, choreographed and produced by Records of the wardrobe expenses, which were initiated at AMc?s direction, were maintained by Of course, should not have incurred (let alone sought reimbursement for) any expenses which it believed inappropriate. B. Troubled Waters: the Compliance Efforts and Ackerman?s Response. 15. In recent years, the State of New York amended its Not-for-Pro?t Corporation Law (the to clarify requirements for director independence and the rati?cation of related- party contracts, among other items. After updating its internal policies and controls to re?ect these Page 8 amendments, the NRA undertook to strengthen its procedures for documentation and veri?cation 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. 16. During the course of this process, the NRA became aware of concerns raised by multiple employees, executives, and board members that AMc?s expenses and activities required greater oversight. In sum, there were concerns that Ackerman and Mercury were regularly taking advantage of their favored position and the numerous roles they played for the NRA. As a result, the Association sought to investigate several speci?c concerns: 0 ?Out of pocket? expenses that lacked meaningful documentation of NRA approvals, receipts, or other support, despite the requirements set forth in the Services Agreement; - Lack of transparency regarding AMc?s annual budgets under the Services Agreement, as well as adherence to those budgets; I Lack of transparency regarding AMc?s compliance with their obligation to insure that their services are provided at ?fair market value?; It Concerns that 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; I Refusal by to provide any data ?in writing? (such as viewership numbers, rates, or related performance metrics) that enable the NRA to analyze the return on its substantial investment since 2016 in NRATV.9 17. Consistent with the broad scope and critical nature of the services performed by for the NRA, the NRA bargained for transparency into AMc?s ?les, books and records 9 In addition, certain NRA stakeholders were also concerned that messaging?on topics far a?eld of the Second Amendment?deviated from the core mission and values. Page 9 pursuant to the Services Agreement. Both the Previous Services Agreement and the current Services Agreement incorporate records-examination clauses that require to open its ?les for the inspection upon reasonable notice. The full text of the Records-Examination Clause in the Services Agreement appears below: Services Ag??ih?m I . 0 Dated April 30, 201? (as amended May 6, 20 i 0 Bemeen the NRA and ?Al?e" {de?ned to include both Ackerman and Mercury} 1 EXAMINATION OF RECORDS During the term of this Services Agreement, authorizes NRA, upon reasonable notice, to examine and Mercury?s ?les, books and records, with respect to matters covered under this Services Agreement. 18. During early- and mid-2018, the NRA sought information from 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?s responses became evasive and hostile. 19. 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 hostile to the NRA quoted ?an anonymous source at Ackerman McQueen?1??creating serious concerns about AMc?s compliance with its con?dentiality obligations. When another outlet described the same source as a former (rather than a current) employee,11 the 10 Dylan Matthews, The National Rifle Association, America?s most powerful lobby, claims it 's in ?nancial crisis. What?, VOX (Aug. 3, 2018, 4:50pm), 11 Alex Yablon Mike Spies, In Court Papers, NRA Stresses Financial Pressures and Says It May Have to Shut Down NRATV, THE TRACE (Aug. 1, 2018), york-lawsuit/ Page 10 trust in its longtime collaborator dissuaded it from requiring an immediate and full scale investigation. Unfortunately, it now appears that such a complete accounting is required. 20. On August 27, 2018, Winkler sent a letter to the NRA which purported to comply with the request for a more comprehensive audit of Ackerman?s expense records. The letter pointedly identi?ed 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 demands for transparency. However, the NRA was undeterred, and insisted upon reviewing and verifying details of expenses incurred. 21. In September 2018, for the ?rst time in the parties? decades-long course of dealing, 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 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 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: views the relationship as adverse.? 22. Thereafter, strenuously resisted the 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 ?rst, scapegoated the outside counsel. However, over ensuing months, also refused to respond to basic information requests from NRA executives. After the NRA retained a third? party forensic accounting ?rm to interface with in an effort to appease and gain its Page 1] compliance in January 2019, indicated it would cooperate. Unfortunately, that pledge of cooperation was short-lived, as purported to forbid the accountants from disclosing simple, material information to the NRA?including copies of annual budgets against which was invoicing. When the General Counsel sought additional information in follow-up to the forensic audit, ignored his letters. 23. As continued to stonewall the 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 had worked. The contents of these ?leaks? re?ected a malicious, out-of-context use of the con?dential information, with an apparent intent to damage the NRA. Indeed, the NRA was advised by multiple con?dential sources that leaks were emanating from C. When The NRA Sought Assurances That Ackerman Was Complying With Its Confidentialitv Obligations, Ackerman Rebuffed the NRA. 24. On April 12, 2019, having exhausted its good faith efforts to access key records pursuant to the Services Agreement, the NRA ?led a narrowly tailored action in this Court seeking speci?c performance by 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 had sought for months), 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 spending and lend support for a possible executive coup.. 25. On April 22, 2019, days before the Annual Meeting of Members, Winkler doubled down on the tactic he previewed in his August 27, 2018 letter. In letters to select NRA executives, Winkler 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 Page 12 any of the referenced expenses were improper.12 Nonetheless, they were obviously selected by Defendants to foster salacious, misleading impressions of the 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, would publicize portions of those records tailored to cause maximum reputational damage to the leadership of the NRA. 26. On April 24, 2019, caused its employee, North, to telephone an aide of NRA CEO Wayne LaPierre (?LaPierre?) and relay the contents of yet another letter that purportedly planned to disseminate. North emphasized that the letter would be ?bad? for LaPierre and the NRA, and he described a laundry list of allegations the letter would contain: an unfavorable (and untrue) depiction of the ?nances; sexual harassment accusations against an NRA staff member; and, as previewed in Winkler?s letters, excerpts of wardrobe, travel, and entertainment expenses paid by and then invoiced by it to the Association over the years. 27. Tellingly, several categories of information referenced by North consisted of the same information the NRA had tried, but failed, to elicit from under the parties? contractual record-inspection clause. After withholding this information for more than six months in an attempt to stonewall the compliance efforts, now threatened to strategically, selectively publicize the information in a manner calculated to cause harm to LaPierre and the Association. North stated that would forbear from publicizing the ?bad? letter if LaPierre agreed to withdraw the lawsuit seeking access to AMc?s records, resign immediately from the NRA, and support North?s continued tenure as NRA President. If LaPierre cooperated, North 12 Indeed, if Winkler or anyone at had believed the expenses were improper, then AMc?s ?duciary obligations required it to inform the NRA of suspected accounting improprieties. Instead, for more than a decade, invoiced the NRA for the expenses without any such comment. Page 13 indicated that he could ?negotiate with? Ackerman co-founder Angus McQueen to secure an ?excellent retirement? for LaPierre. 28. The NRA does not take kindly to threats?and neither did LaPierre. Rather than accede to AMc?s extortion, LaPierre wrote a letter to the Board of Directors that gave a transparent account of AMc?s threat and concluded ?so long as I have your con?dence . . . I will not back down.? As became widely publicized, LaPierre prevailed?and AMc?s coup attempt failed. AMc?s employee, North, is no longer an of?cer of the NRA. 29. The NRA hoped that in the wake of these events, would resume faith?Jlly serving the NRA as the parties? contract and Virginia law require. Unfortunately, the NRA continues to receive media inquiries that strongly suggest there are misleading, defamatory ?leaks? emanating from Simply put, the NRA believes that is now delivering on its extortion threat. Tellingly, much of the information ?leaked? by concerns travel, wardrobe, and other expenses incurred in connection with projects, based on AMc?s advice, or on trips with itineraries crafted by Although it disseminates select portions of these records in an effort to convey misleading impressions about spending activities by the leadership, knows full well that these particular expenses were proper?because it was deeply involved in their incurrence. 30. Examples of media outlets to whom directly or indirectly disclosed the con?dential information include The New York Times, The Wall Street Journal, The Daily Beast, and Rolling Stone. 31. To resolve its concerns regarding these disclosures, on May 6, 2019, the NRA requested that several key employees execute sworn declarations attesting that they had not violated their con?dentiality obligations under the Services Agreement. The NRA tailored its Page 14 request narrowly?seeking declarations only from senior executives who had exposure to the information at issue?and demanded simply that these executives af?rm they had complied, and would continue to comply, with their clear legal duties. 32. To the dismay, ?atly refused to provide any cooperation or assurances whatsoever. The NRA brings this action to discover the full extent of AMc?s breaches, enjoin those breaches, and recover compensation for the damage it has sustained. FIRST CAUSE OF ACTION BREACH OF CONTRACT (Against Ackerman and Mercury) 33. Plaintiff incorporates by reference and realleges each and every allegation in the foregoing paragraphs as if fully set forth herein. 34. The Services Agreement is a legally enforceable contract. The con?dentiality provisions of Section IV of the Services Agreement are unambiguous, and bind (de?ned to include both Ackerman and Mercury). 35. The NRA has performed all of its obligations under the Services Agreement. 36. Defendants have breached the provisions of Section IV of the Services Agreement by directly or indirectly disclosing, to third parties, information made known to as a result of AMc?s providing Services (as de?ned under the Services Agreement). 37. Defendants also breached the implied covenant of good faith and fair dealing by conspiring with, and causing, North to issue an extortion threat to the NRA. 38. Defendants? breaches have damaged the NRA. Among other things, the NRA has incurred signi?cant reputational damage, and professional fees, as a result of Defendants? bad- faith, out-of?context ?leaks? to reporters. For example, the attorneys and public affairs Page 15 professionals have spent extensive hours ?elding inquiries from journalists in an effort to correct the misleading impressions sown by 39. Defendants? breaches are escalating, and there can be little doubt that if its collaborator of multiple decades continues to maliciously disseminate its con?dential information, the NRA will be irreparably harmed. The NRA is entitled to injunctive relief to avert or minimize this irreparable harm. 40. Moreover, AMc?s breaches are material?by seeking to destroy the reputation, 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. 13 SECOND CAUSE OF ACTION BREACH OF FIDUCIARY DUTY (Against Ackerman and Mercury) 41. Plaintiff incorporates by reference and realleges each and every allegation in the foregoing paragraphs as if fully set forth herein. 42. Over the course of more than thirty years of close collaboration (including decades that preceded the Services Agreement), the NRA reposed extensive trust and con?dence in both Ackerman and Mercury. Defendants therefore incurred a common-law ?duciary duty to put the interests ?rst when rendering services to the NRA, including pursuant to the Services Agreement. 43. In addition, incurred ?duciary duties to the NRA when it acted as the agent pursuant to multiple provisions of the Services Agreement. For example, on the 13' See Restatement (Second) of Contracts 236 (1981). Page 16 behalf and subject to the control, entered into contracts and arrangements for the purchase, planning, and placement of media?activities that required to be entrusted with sensitive con?dential information pertaining to the NRA. 44. Because it acted in a ?duciary capacity, had a duty of loyalty to the NRA which forbade it from misusing the con?dential information?especially with the malicious intent to damage the NRA. 45. Furthermore, because it acted in a ?duciary capacity, had a duty to disclose all material facts to the NRA regarding the advice and services it provided. 46. breached its ?duciary duty when it conspired to effect an out-of?context, partial disclosure of certain NRA con?dential information to a handpicked group of outside directors of the NRA, as well as (ii) the news media. 47. further breached its ?duciary duty by withholding material information from the NRA, including information concerning expense records and the performance of NRATV. 48. Ackerrnan further breached its ?duciary duties of loyalty and fair dealing by conspiring with and causing its employee, North, to relay an extortion threat to the NRA on April 24, 2019. 49. As a direct and proximate result of AMc?s breaches, the NRA has incurred damages, including professional fees expended to redress the consequences of AMc?s ?leaks.? AMc?s breaches are escalating, and there can be little doubt that if its collaborator of multiple decades continues to maliciously disseminate its con?dential information, the NRA will be irreparably harmed. The NRA is entitled to injunctive relief to avert or minimize this irreparable harm. Page 17 50. The NRA furthermore seeks disgorgement of any amounts wrongfully obtained by Defendants on account of their breaches of their ?duciary duties including, without limitation, all fees paid by the NRA to Ackerman and Mercury since the date such breaches began?which the NRA believes occurred no later than August 3, 2018. DEMAND FOR JURY TRIAL 51. Plaintiff hereby demands a trial by jury on all issues of fact to which it is entitled to a jury trial in this cause. Page 18 REQUEST FOR RELIEF Wherefore, for all the forgoing reasons, Plaintiff requests judgment in its favor against a. Granting it preliminary and permanent inj unctive relief; b. Granting it compensatory damages for material, total breach of contract and breach of ?duciary duty totaling $40 million; 0. Granting it punitive or exemplary damages; and d. Granting such other and further relief as the Court deems just and proper. Respectfully submitted, yz'mg, James W. Hundley (VA Bar No. 30723) Robert H. Cox (VA Bar No. 33118) Amy L. Bradley (VA Bar No. 80155) BRIGLIA HUNDLEY, PC. 1921 Gallows Road, Suite 750 Tysons Comer, VA 22182 jhundley@brigliahundley.corn rcox@brigliahundley.com abradley@brigliahundley.c0m Phone: 703?883-0880 Facsimile: 703-883-0899 Page 19