VI RGI NI A:

QIEQO^^tyri

FILED

N 0V /tf8 2019

NOV 0 8 2019
JOHN T. FREY

IN THE CIRCUIT COURT^FOR THE COUNTY OF F A T R F J xe g jjjt Court

UNDER WILD SKIES, INC.

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Plaintiff,
v.

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Case No.19-12530

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NATIONAL RIFLE ASSOCIATION
OF AMERICA

Defendant.
_________________________________________________ )

AMENDED COMPLAINT
COMES NOW YOUR PLAINTIFF, Under Wild Skies, Inc. (“P lain tiff’ or “UW S”) by
counsel, and for its Amended Complaint against the National Rifle Association o f America
(“Defendant” or “N RA ”) hereby states as follows:

PARTIES
1.

Under W ild Skies, Inc. (“UW S”) is a Virginia corporation with its principal place

o f business located at 52 Wolfe Street, Alexandria, Virginia.
2.

National Rifle Association o f America (“NRA”) is a foreign corporation authorized

to transact business in the Commonwealth o f Virginia with its principal office located at 11250
Waples Mill Road, Fairfax, Virginia.

JURISDICTION AND VENUE
3.

Venue is permissible in this county pursuant to Virginia Code § 8.01-262.

FACTS

1

 4.

UW S is a television program that is hosted by A nthony M akris, a world renowned

gam e hunter. The program has been televised continuously for the past tw enty-six (26) years.
5.

The program is contractually bound to air, and will continue to air through calendar

year 2025 making it one o f the longest running television shows in history. UW S has contractual
obligations with W innercomm , Inc. regarding the production o f the television program. A t all
times relevant hereto, the N R A was aware o f U W S’ contractual obligations w ith Winnercomm.
A t all times relevant hereto, the N R A was aware that a breach by the N R A o f any agreement with
UWS would result in U W S ’ subsequent default o f obligations to W innercom m .
6.

W innercom m Inc. is a television and w eb production, developm ent and m arketing

company ow ned by the O utdoor Channel Holdings Inc.
7.

The program has aired on m ultiple television channels including ESPN , NBC

Sports, NRA TV and, m ost recently, the Outdoor Channel.
8.

A nthony M akris is an executive with public relations firm , A ckerm an M cQueen,

who was recently sued by the N R A in the Circuit Court for the City o f A lexandria, Virginia.
9.

A nthony M akris is also the principal o f the M ercury G roup, a subsidiary o f

Ackerm an M cQ ueen, w hich w as also recently sued by the N R A in the C ircuit C ourt for the City
o f Alexandria, V irginia.
10. Prior to the law suits filed by the N R A against both M ercury G roup and A ckerm an
M cQueen, the N R A m ade each and every paym ent due under the A greem ents to U W S in full and
in a tim ely m anner.
11.

Subsequent to the law suits being filed by the N RA against both M ercury G roup and

A ckerm an M cQ ueen, the N R A m ade but one paym ent to UW S.

2

 12.

As a result o f the aforesaid lawsuits, Ackerman McQueen severed its thirty-eight

(38) year continuous relationship as the NRA ’s chief marketing, branding, and crisis management
company. Ackerman McQueen filed a counter suit against the NRA for the sum o f one hundred
million dollars ($100,000,000.00)
13.

On or about January 1, 2016, UWS and NRA entered into a written Advertising

Agreement (“Advertising Agreement”) whereby the NRA contracted to pay a certain sum of
money to UWS and in return, the NRA receives two minutes o f advertising time per episode run.
Exhibit A .
14.

Contemporaneous to the execution o f the Advertising Agreement, on or about

January 1, 2016, UW S and NRA entered into a written Sponsorship Agreement (“Sponsorship
Agreement”) whereby the NRA contracted to pay a certain sum o f money to UWS and in return,
the NRA receives two (2) billboards, one (1) in show feature, and one (1) in show bumper per
episode. Exhibit B .
15.

This advertising ran in both original episodes and reruns o f the program.

16.

Similarly, the NRA received two (2) billboards, one (1) in show feature, and one

(1) in show bumper per original episodes and reruns o f the program.
17.

The Advertising Agreement was executed by Anthony M akris on behalf o f UWS

and Wayne LaPierre, the Executive Vice President and C hief Executive Officer o f the NRA.
18.

The Sponsorship Agreement was executed by Anthony M akris on behalf o f UWS

and Wayne LaPierre, the Executive Vice President and C hief Executive Officer o f the NRA.
19.

The Sponsorship Agreement provides a sponsorship fee schedule whereby UWS

receives from the NRA a specified sum o f money on or before the following dates each calendar
year through the contract term: M arch 1, May 1, July 1, and September 1.

3

 20.

The Sponsorship Agreement contemplates episodes running through 2025 and

contractually obligates the NRA for payments through that period. At all times relevant hereto,
the NRA was aware that a breach by the NRA o f the Sponsorship Agreement with UWS would
result in UWS’ subsequent default of obligations to Winnercomm.
21.

The Advertising Agreement provides a sponsorship fee schedule whereby UWS

receives from the NRA a specified sum of money on or before the following dates each calendar
year through the contract term: March 1, May 1, July 1, and September 1. At all times relevant
hereto, NRA was aware that a breach by the NRA o f the Advertising Agreement with UWS would
result in UW S’ subsequent default o f obligations to Winnercomm.
22.

The Advertising Agreement contemplates episodes running through 2025 and

contractually obligates the NRA for payments through that period.
23.

UW S has served to promote NRA principles and leadership, and has assisted, if not

facilitated, Wayne LaPierre’s introduction and inclusion in the world o f hunting and hunters.
24.

Prominent NRA figures such as Wayne LaPierrre, Chris Cox, Kayne Robinson,

Sandy Froman, Ron Schmeits, Pete Brownell, and Susan LaPierre have all appeared on the show
in multiple hunts, episodes and seasons promoting the NRA to the viewing public. '
25.

This collective group o f prominent NRA figures has participated in televised

hunts in the United States, Botswana, Tanzania, South Africa, Zimbabwe, Mozambique,
Argentina, and Uruguay, amongst others.
26.

The impact o f UWS was so evident to the NRA and its officers, that on or about

January 24,2018, the parties to the both the Advertising and Sponsorship Agreements ratified
the respective contracts with additional acknowledgement and affirmation by the NRA.

4

 27.

On or about January 24, 2018 the Advertising Agreement was ratified by, attested

to, and executed by Pete Brownell, who was the President o f the NRA at the time of his execution
and attestation, and Carolyn Meadows, who was the 2nd Vice President o f the NRA at the time o f
her execution and attestation. Exhibit A .
28.

On or about January 24, 2018 the Sponsorship Agreement was ratified by, attested

to, and executed by Pete Brownell, who was the President o f the NRA at the time o f his execution
and attestation and Carolyn Meadows, who was the 2nd Vice President o f the NRA at the time of
her execution and attestation. Exhibit B.
29.

Ms. Meadows is the current President of the NRA.

30.

A t the time o f the January 24,2018, ratifications o f the Sponsorship Agreement and

Advertising Agreement, NRA

remained aware o f UW S’ contractual obligations with

Winnercomm. The NRA remained aware and the parties specifically contemplated that a breach
by the NRA o f any agreement with UWS would result in UW S’ subsequent default o f obligations
to Winnercomm.
31.

The appearances on UWS by Wayne LaPierre, Chris Cox, Kayne Robinson, Sandy

Froman, Ron Schmeits and Pete Brownell, amongst others was o f great value to the NRA as these
individuals had little national presence in the hunting community prior to said appearances despite
the fact that hunters make up a large segment o f the NRA membership.
32.

Additionally W ayne LaPierre, Susan LaPierre, and Chris Cox, amongst others,

have used their respective UWS experiences to seek membership(s) into elite hunting
organizations. To that end, there can be no question that large donations from those elite hunting
groups flowed to the benefit o f the NRA.

5

 33.

Indeed almost all of the NRA high donors are hunters and watch UWS, which gives

the NRA brand awareness, credibility, and legitimacy in the hunting and sportsman community.
34.

It is o f some relevance that UWS paid for the safaris and hunts o f these NRA

officers, spouses, and board members, namely Wayne LaPierrre, Chris Cox, Kayne Robinson,
Sandy Froman, Ron Schmeits, Pete Brownell, and Susan LaPierre.
35.

Pursuant to the NRA bylaws, specifically Article V, Section 5, a Board Member

cannot receive any salary or "private benefit" without approval o f the Board or a Committee o f the
Board.
36.

Specifically, section 5(a) o f the Bylaws states:
(a) No Director or member o f the Executive Council shall receive any
salary or other private benefit unless specifically authorized by resolution
o f the Board o f Directors or an authorized committee thereof, but all such
persons shall be entitled to reimbursement for expenses incurred on behalf
o f the Association, to such extent as may be authorized or approved by the
Board o f Directors.

37.

Given that UWS incurred the expense o f these hunts and safaris and that the NRA

permitted their inclusion it stands to reason that the NRA benefitted greatly from UWS.
38.

It further stands to reason that these trips were neither a private benefit nor were

they specifically authorized by resolution o f the Board o f Directors, or an authorized committee
thereof, as they benefitted the organization itself and were sanctioned by their very inclusion.
39.

The Agreements between UWS and the NRA simply require production o f thirteen

episodes each calendar year as identified in the Agreements.
40.

The Agreements further specify that each episode o f the program be thirty minutes

in length and that thirteen o f the twenty-six weeks be original programs.
41.

All twenty-six weeks receive one additional showing for a total o f sixty-eight

showings during the term o f the Agreements and renewals.
6

 42.

Given that Mr. Makris is only in safari year 2019, as defined by the Agreements,

there is no question he has met and maintained his current contractual obligations.
43.

It bears note that over the course of the twenty-six year contractual relationship

between the parties, the filming of many UWS episodes were delayed and scheduled trips canceled
or postponed as a result o f Mr. LaPierre’s insistence that Mr. Makris remain available to address
pressing NRA issues. The longevity o f the twenty-six year contractual relationship between the
parties is bested only by the forty year relationship between LaPierre and Makris.
44.

Between 2016 and July 1, 2019, every payment owed to UWS by the NRA under

each o f the Agreements was paid on-time. The NRA has, through its course o f dealing and
payments, ratified both Agreements.
45.

In fact, over the course o f the twenty-six years in which the parties contracted, the

NRA honored all previous Advertising and Sponsorship Agreements and paid them in a timely
and consistent manner. The NRA has, through its course of dealing and payments over twenty-six
years ratified all Agreements.
46.

As o f September 11, 2019, UWS has not received its payment o f $250,000 for

September 1, 2019 due it by the NRA under the Sponsorship Agreement. A t all times relevant
hereto, the NRA was aware that a breach by the NRA o f the Sponsorship Agreement with UWS
would result in UW S’ subsequent default o f obligations to Winnercomm.
47.

As o f September 11, 2019, UWS has not received its payment o f $300,000 for

September 1, 2019 due it by the NRA under the Advertising Agreement. At all times relevant
hereto, the NRA was aware that a breach by the NRA o f the Advertising Agreement with UWS
would result in UWS’ subsequent default o f obligations to Winnercomm.

7

 48.

Prior to its breach o f the agreements, on or about July 31,2019 the NRA forwarded

Mr. Makris (on behalf of UWS) a letter demanding specific and excessive information about the
show, its platform metrics, viewership information, and other information not covered by the
contracts between the parties and said information has never been requested in twenty-six years.
Exhibit C. The information requested is not only not contained within the broadest parameters of
the contract but had no bearing on the present status of the present contract.
49.

Despite the show having aired for twenty-six years, and despite the NRA having no

contractual right to request the information, the NRA presented UWS with a task it neither required
over the previous twenty-six years nor that it could expect UWS to comply with in good faith.
50.

It is clear to the most basic eye that the NRA is seeking to claim that absent

compliance by UWS, UWS would be in breach of the Agreement.
51.

It is clear to the most basic eye that the NRA is seeking to claim that absent

compliance by UWS, UWS would be in breach of the Agreement as a result of Mr. Makris’
relationship with Ackerman McQueen.
52.

Specifically, and deserving of scrutiny, is the NRA’s request that Mr. Makris

provide a copy of his contract with Ackerman McQueen (or any o f its subsidiaries or alter-egos)
for the appearance o f UWS on NRATV.
53.

The NRA was well aware that no such contract existed as Wayne LaPierre and

NRA leadership were aware that the airing of UWS on NRATV was provided free o f charge by
Mr. Makris to the NRA in gratitude for twenty-six years of partnership.
NRA is retaliating and acting in bad faith by failing to honor its contractual
obligations to UWS by withholding the contract payments due to UWS, and by purposely
preventing the shows production as retaliation for those lawsuits filed by Ackerman McQueen

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 against the NRA. At all times relevant hereto, the NRA was aware that a breach by the NRA of.
the Advertising Agreement with UWS would result in U W S’ subsequent default o f obligations to
Winnercomm.
55.

UWS is not a subsidiary o f Ackerman McQueen and is not under its control or

direction.
56.

The N RA ’s action are in pure malice against Anthony Makris.

57.

The NRA ’s actions are fueled by malice, wantonness, and oppression. The NRA’s

actions constitute an independent, willful tort in which exemplary damages may be recovered.
58.

The NRA has after twenty-six years no legal basis to deny payment under both

agreements.
COUNTI
(Breach o f Advertising Contract)
59.

The allegations in paragraphs one through fifty-eight are incorporated herein by

reference as though fully set forth.
60.

UWS entered into a-mutually beneficial Agreement with the NRA whereby the

NRA paid UWS in exchange for a commercial advertising presence on UWS episodes.
61.

UWS has fully performed all obligations under the Advertising Agreement;

namely, providing the NRA with commercial air time on each o f its episodes. Additionally, the
NRA is listed as a primary sponsor on UWS show credits.
62.

NRA has, without justification, and in breach o f its contractual obligations, ceased

payments to UWS. At all times relevant hereto, the NRA was aware that a breach by the NRA o f
the Advertising Agreement with UWS would result in UW S’ subsequent default o f obligations to
Winnercomm.

9

 63.

The breach by the NRA has damaged UWS in the amount o f Three Hundred

Thousand Dollars ($300,000.00) plus damages incurred or to be incurred from any breach o f the
agreements with Winnercomm.
COUNT II
(Breach o f Sponsorship Contract)
64.

The allegations in paragraphs one through fifty-eight are incorporated herein by

reference as though fully set forth.
65.

UWS entered into a mutually beneficial Agreement with the NRA whereby the

NRA paid UWS in exchange for a sponsorship presence on UWS episodes.
66.

UWS has fully performed all obligations under the Sponsorship Agreement;

namely, providing the NRA with commercial air time on each o f its episodes. Additionally, the
NRA is listed as a primary sponsor on UWS show credits.
67.

NRA has, without justification, and in breach o f its contractual obligations, ceased

payments to UWS, thus breaching the contract. At all times relevant hereto, the NRA was aware
that a breach by the NRA o f the Sponsorship Agreement with UWS would result in UW S’
subsequent default o f obligations to Winnercomm.
68.

The breach by the NRA has damaged UWS in the amount o f Two Hundred Fifty

Thousand Dollars ($250,000.00) plus damages incurred or to be incurred from any breach o f the
agreements with Winnercomm.

COUNT III
(Advertising Agreement - Anticipatory Breach)
69.

The allegations in paragraphs one through fifty-eight are incorporated herein by

reference as though fully set forth.

 70.

UWS entered into a mutually beneficial Agreement with the NRA whereby the

NRA paid UWS in exchange for commercial ad time.
71.

UWS has fully performed all obligations under the Agreement; namely, providing

the NRA with commercial air time on each of its episodes.

UWS stands ready and willing to

perform its obligations in the future.
72

NRA has, without justification, ceased payments to UWS, thus breaching the

Advertising Agreement. At all times relevant hereto, the NRA was aware that a breach by the
NRA of the Advertising Agreement with UWS would result in UWS’ subsequent default of
obligations to Winnercomm. As such, it was contemplated that damages for a breach of the
Advertising Agreement would include damages flowing from any breach by UWS of its
agreements with Winnercomm.
73.

The NRA is currently in dire financial straits and is struggling to stay financially

afloat. Exhibits D and E.
74.

Given the NRA’s current financial situation and its blatant failure to make the

September 2019 payment, UWS has a good-faith, reasonable belief that the NRA will continue to
fail to make regular payments.
75.

Indeed, the NRA’s actions and words evince a clear indication that it will continue

to refuse performance in the future. The NRA has not made its September 1,2019, payment under
the Advertising Agreement after a 26 year history of timely and consistent payments to UWS
arising from the television show. The NRA issued the July 31, 2019 letter (Exhibit C) seeking
unprecedented and burdensome information with the clear implication that the failure to provide
such information would be considered a breach of the Advertising Agreement or an excuse for
nonperformance by the NRA. The July 31,2019, letter is clear subterfuge designed to conceal the

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 NRA’s intention not to fulfill its future obligations under the Advertising Agreement. Indeed, the
NRA did not make .the next payment. Further, the NRA has failed and refused to respond directly
to correspondence which asserted that the July 31, 2019, letter was being interpreted as an
anticipatory breach, and, despite such interpretation, the NRA has failed and refused to provide
any assurances o f performance. The NRA has, thus, abandoned the Advertising Agreement and
clearly has no intention o f performing.
76.

The anticipated breach by the NRA will damage UWS in the Advertising

Agreement in the amount o f Nine Million Two Hundred and Twenty-Five Thousand Dollars
($9,225,000) plus damages incurred or to be incurred from any breach o f the agreements with
Winnercomm.

COUNT IV
(Sponsorship Agreement - Anticipatory Breach)
77.

The allegations in paragraphs one through fifty-eight are incorporated herein by

reference as though fully set forth.
78.

UWS entered into a mutually beneficial Agreement with the NRA whereby the

NRA paid UWS in exchange for sponsorship time.
79.

UWS has fully performed all obligations under the Agreement; namely, providing

the NRA with commercial air time on each o f its episodes.

UWS stands ready and willing to

perform its obligations in the future.
80.

NRA has, without justification, ceased payments to UW S, thus breaching the

Sponsorship Agreement. At all times relevant hereto, NRA was aware that a breach by the NRA
o f the Sponsorship Agreement with UWS would result in UW S’ subsequent default o f obligations
to Winnercomm. As such, it was contemplated that damages for a breach o f the Sponsorship

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 Agreement would include damages flowing from any breach by UWS o f its agreements with
Winnercomm.
81.

The NRA is currently in dire financial straits and is struggling to stay financially

afloat. Exhibits D and E.
82.

Given the NRA’s current financial situation and its blatant failure to make the

September 2019 payment, UWS has a good-faith, reasonable belief that the NRA will continue to
fail to make regular payments.
83.

Indeed, the NRA’s actions and words evince a clear indication that it will continue

to refuse performance in the future. The NRA has not made its September 1,2019, payment under
the Sponsorship Agreement after a 26 year history of timely and consistent payments to UWS
arising from the television show. The NRA issued the July 31, 2019 letter (Exhibit C) seeking
unprecedented and burdensome information with the clear implication that the failure to provide
such information would be considered a breach of the Sponsorship Agreement or an excuse for
nonperformance by the NRA. The July 31,2019, letter is clear subterfuge designed to conceal the
NRA’s intention not to fulfill its future obligations under the Sponsorship Agreement. Indeed, the
NRA did not make the next payment. Further, the NRA has failed and refused to respond directly
to correspondence which asserted that the July 31, 2019 letter was being interpreted as an
anticipatory breach, and, despite such interpretation, the NRA has failed and refused to provide
any assurances of performance. The NRA has, thus, abandoned the Sponsorship Agreement and
clearly has no intention o f performing.
84.

The anticipated breach by the NRA will damage UWS in the Sponsorship

Agreement amount o f Seven Million Eight Hundred and Seventy-Five Thousand Dollars

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 ($7,875,000) plus damages incurred or to be incurred from any breach o f the agreements with
Winnercomm.
WHEREFORE, Plaintiff, Under Wild Skies, requests judgment against Defendant
National Rifle Association o f America in the amount o f Seventeen Million One Hundred
Thousand Dollars ($17,100,000.00) plus pre-judgment and post-judgment interest and costs.
Respectfully submitted,
Under Wild Skies, Inc.
By counsel

D'
M
.
U
T. Wayne Biggs, Esq. VSB 41281
Danielle A. Quinn, Esq. VSB 89502
10533 Main Street
Fairfax, Virginia 22032
T: (703)383-0100
F: (703) 383-0101
Counsel for Plaintiffs

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