Wall Street Journal Reports on NRA Legal Victory
On March 2, 2022, The Wall Street Journal reported that a state court judge dismissed the New York Attorney General’s effort to dissolve the National Rifle Association (NRA), finding that the state’s allegations did not prove the public harm required to impose a “corporate death penalty” on the NRA.
“We applaud the court’s recognition that dissolution is neither appropriate nor justified,” said William A. Brewer III, an attorney for the NRA. “We look forward to continuing the defense of the NRA—and proving that it acts in the best interests of its members and the Second Amendment freedoms in which they believe.”
The Wall Street Journal reported that the ruling by New York Supreme Court Judge Joel M. Cohen “represented a big win for the NRA.” The judge found that dissolving the NRA “could impinge, at least indirectly, on the free speech and assembly rights” of NRA members.
The NRA has been a New York nonprofit since its founding more than 150 years ago. The Journal reported that the NRA has charged that the suit brought by NYAG Letitia James is politically motivated.
To read more, click here.
Brewer News Release - NRA Prevails Over NYAG: Court Rules Association Cannot be Dissolved
New York, New York – March 2, 2022…The National Rifle Association of America (NRA) scored a major legal victory today, as a New York court struck down attempts by the New York Attorney General to dissolve the 150-year-old organization. Following a two-hour hearing on December 10, 2021, the Hon. Joel M. Cohen of the New York State Supreme Court issued an opinion today that vindicates the NRA’s position: the NYAG’s effort to shut down the Association ran afoul of common sense, New York law, and the First Amendment.
“This is a resounding win for the NRA, its 5 million members, and all who believe in this organization,” says NRA President Charles Cotton. “The message is loud and clear: the NRA is strong and secure in its mission to protect constitutional freedom.”
The NRA will defend against the surviving claims in the lawsuit – but today’s ruling declares that the NYAG cannot shut down the Association or seize its assets.
“We applaud the court’s recognition that dissolution is neither appropriate nor justified,” says William A. Brewer III, partner at Brewer, Attorneys & Counselors and counsel to the NRA. “We look forward to continuing the defense of the NRA – and proving that it acts in the best interests of its members and the Second Amendment freedoms in which they believe.”
Emphasizing that the NRA is “a prominent advocacy organization that represents the interests of millions of members,” the court said the NYAG failed to meet the “rigorous” standard for state-sponsored dissolution of such a group – and her attempt raised free speech concerns.
In an opinion, dated March 2, 2022, Justice Cohen writes, “The Attorney General’s claims to dissolve the NRA are dismissed.” It adds, “The Complaint does not allege that any financial misconduct benefited the NRA, or that the NRA exists primarily to carry out such activity, or that the NRA is incapable of continuing its legitimate activities on behalf of its millions of members.”
The NRA has argued that it has demonstrated a commitment to good governance, and long believed that the NYAG’s case was part of a political vendetta. NYAG James famously vowed to “target the NRA” and “investigate the legitimacy of the NRA as a charitable organization” while on the campaign trail in July 2018 – before spending even one day in office and without any evidence of wrongdoing. She filed a lawsuit in August 2020 seeking to shut down the Association.
The NRA has successfully proven there was no legal precedent or factual basis for the NYAG’s scorched-earth, politicized approach.
The court observes, “The Attorney General cites no case in which she or her predecessors have sought – much less obtained – dissolution under analogous circumstances.” The opinion also states, “…dissolving the NRA could impinge, at least indirectly, on the free speech and assembly rights of its millions of members. While that alone would not preclude statutory dissolution if circumstances otherwise clearly warranted it, the Court believes it is a relevant factor that counsels against State-imposed dissolution, which should be the last option, not the first.”
In addition to the dissolution claims, the court also dismissed claims by the NYAG for unjust enrichment and violations of the Prudent Management of Institutional Funds Act.
Against the backdrop of the NYAG’s lawsuit, the NRA is pursuing its own legal action against James. In a legal filing, dated February 23, 2021, the NRA responded to the August 2020 lawsuit filed by the NYAG. The filing alleges that her case is part of a crusade to silence a powerful political opponent – and its stated purpose to defend the Second Amendment.
According to the NRA’s filing, “James’s threatened, and actual, regulatory and civil reprisals are a blatant and malicious retaliation campaign against the NRA and its constituents based on her disagreement with the content of their speech. This wrongful conduct threatens to destroy the NRA and chill the speech of the NRA, its members, and other constituents, including like-minded groups and their members.”
Brewer adds, “Today’s developments underscore the simple truth that since taking office in 2019, the Attorney General has pushed a contrived narrative about the NRA in her attempt to support a dissolution claim that is improper. This is a victory for not only the NRA, but all who believe in the right to free speech and association.”
Attorneys for the NRA in this matter are William A. Brewer III, Sarah Rogers and Svetlana Eisenberg.
Media Takes Notice: Student Debaters Advance in Brewer Foundation / NYU Global Competition
February 28, 2022 – A New Jersey media report comments on an outstanding team of high school debaters from Livingston High School.
As reported in the news outlet TAP into Livingston, the Livingston students advanced to the “Sweet 16” round of the International Public Policy Forum (IPPF) competition, sponsored by the Brewer Foundation and New York University. Founded in 2001, the IPPF is the first and only debate contest that gives high school students the opportunity to participate in written and oral debates on matters of public policy.
The team is competing for a chance to make it to the “Elite 8” teams and compete for the $10,000 grand prize in New York City on April 30. The 16 advancing teams represent schools in nine U.S. states as well as Canada, Mongolia and Singapore.
According to IPPF founder William Brewer III, a partner at Brewer, Attorneys & Counselors, the students competing this year “analyzed and debated the role of the United States dollar in the world economy.” They are debating the topic, “Resolved: On balance, the hegemony of the United States dollar is detrimental to the world economy.”
To read more, click here.
Industry Takes Notice: Brewer Increases First-Year Associate Salaries to $235,000, Announces Increases for Other Professionals
February 15, 2022 – The Brewer firm today announced that, effective February 1, 2022, first-year associate salaries increased to $235,000. Also, the firm announced that many other lawyers, consultants, and other professionals will receive salary increases, based on merit and tenure. Adjustments in the firm’s compensation model are designed to benefit professionals at all levels of the organization.
Founded in 1984, the Brewer firm has a unique staffing model in commercial litigation. The firm is comprised of several professional groups – financial and management consultants, researchers & private investigators, and public affairs strategists – who work with the firm’s lawyers to develop insights that shape case strategy. All the groups are poised for expansion in the firm’s Dallas and New York offices.
In a communication to firm employees, firm partner William A. Brewer III congratulated staff members for their “unwavering commitment to winning.” He wrote, in the face of the pandemic, “we remain defined by our expertise – and the manner in which it positions us to handle our clients’ most important legal matters. We remain inspired by the firm’s core mission: advocacy at the highest level imaginable.”
The firm enjoyed a stellar 2021, handling a wide range of legal and regulatory matters for the National Rifle Association of America (NRA), advancing a closely followed case against Virgin Hotels in San Francisco, and advocating against Uber in a rider safety case that has captured national headlines. It has trials scheduled in San Francisco, Dallas, New York and elsewhere over the next three months.
Outside of its commercial litigation docket, the firm continues to actively promote its community legal affiliate, the Brewer Storefront, and the Brewer Foundation. This past year marked the 20-year anniversary of the Brewer Foundation Future Leaders Program, which lights a path to college for urban youth, and the Brewer / NYU International Public Policy Forum (IPPF). The IPPF is the first global debate contest that offers high school students the opportunity to participate in written scholarship and oral advocacy on public policy issues.
“The firm has always been defined by a culture of service,” Brewer says. “It is a privilege to work with clients and to help effect change in the community.”
Legal industry outlet Above the Law reported on the salary increase in an article titled, “Elite Firm Shrugs at Milbank Scale, Instead Offers Starting Salaries of $235K – Extremely exciting news!” The article noted that boutique firms are unveiling their generous compensation schemes, and added that the Brewer firm “blew right past” the $215K salary scale. The article added that the Brewer firm “has paid salaries at or above market for years…”
Brewer Foundation Announces Sweet 16 Teams Advancing in IPPF Competition
February 15, 2022 – The Brewer Foundation and New York University are pleased to announce the results of the “Top 32” round of the 21st annual International Public Policy Forum (IPPF). The advancing Sweet 16 teams remain in the running to win a $10,000 grand prize.
The IPPF is the only contest that gives high school students around the world the opportunity to engage in written and oral debates on issues of public policy. The competition was founded in 2001 by the Brewer Foundation, a private, non-profit organization funded by companies, individuals and the national litigation firm of Brewer, Attorneys & Counselors.
“These students analyzed and debated the role of the United States dollar in the world economy,” says William A. Brewer III, partner at Brewer, Attorneys & Counselors and a founder of the IPPF. “The 16 teams that remain will compete in another written round of debates – in hopes of advancing to the IPPF Finals in New York City.”
The IPPF’s 21st annual competition began in October, as teams submitted qualifying round essays affirming or negating the IPPF topic, “Resolved: On balance, the hegemony of the United States dollar is detrimental to the world economy.” Those essays were reviewed by a committee, which determined the top 64 teams based on the overall quality of each 2,800-word essay.
In November, the top 64 teams began a single-elimination, written debate competition. Each team was assigned a position (affirmative or negative) and then volleyed papers back and forth with another team via email. A panel of judges reviewed the essays in the order they were presented and selected the winning teams. The Top 32 teams were selected, and then narrowed in another round to the Sweet 16. The Sweet 16 round is now underway.
On March 24, the Elite 8 teams will be announced. The advancing teams will compete in the IPPF Finals on April 30, 2022. The IPPF Finals give students the opportunity to supplement their written scholarship with oral advocacy – competing in debates in front of some of the world’s foremost experts in business, law and politics. The winning team will take home the “Brewer Cup” and the $10,000 grand prize.
To view a list of advancing teams, click here.
San Francisco Business Times Reports on Virgin Hotels Case Proceeding to Trial
On January 26, 2022, the San Francisco Business Times reported that a San Francisco Superior Court judge denied Virgin Hotels’ request to rule on some of its allegations against the owner of the former Virgin Hotels San Francisco, clearing the way for the case to go to trial.
The reporting also observes that the Virgin Hotels brand, launched with great expectations, is only affiliated with five properties.
The article reported that Virgin was suing and being sued by the property owner, which had terminated the hotel management agreement with Virgin in April 2020.
“In our clients’ view, this prized hotel asset fell victim to false promises, fraud and mismanagement,” said William Brewer III, a partner at Brewer, Attorneys & Counselors who represents the hotel owner in the case, clients 250 Fourth Development L.P., Paradigm Hotels Group, LLC, et al., in an emailed statement. “They believe that not only has Virgin Hotels failed to deliver on the ‘brand’ it promised, it mismanaged the San Francisco property in an effort to boost its own bottom line. Our clients look forward to this trial.”
The Business Times reports that in an amended cross complaint filed in August 2020, the owner accused Virgin of breach of contract and fraud, and alleged that Virgin overstated gross hotel revenue to inflate its management fee and misrepresented bonus amounts due to employees. The owner claimed it lost tens of millions of dollars in unrealized hotel profits and lost value of the property.
To read more, click here.
Brewer Client Prevails in Key Round of Legal Dispute with Virgin Hotels, Lawsuit Proceeds to Trial Next Month
January 24, 2022 – Brewer, Attorneys & Counselors announced that its clients, 250 Fourth Development L.P., Paradigm Hotels Group, LLC, et al. (“Hotel Owner”), prevailed in a key round of its closely-watched dispute with Virgin Hotels San Francisco (“Virgin Hotels”) – paving the way for trial.
In a decision, dated January 21, 2022, the Superior Court of the State of California, County of San Francisco, denied Virgin Hotels’ plea to escape trial on the Hotel Owner’s claims of breach of fiduciary duties by Virgin Hotels. The brand had argued, as to its own complaint, that there existed no triable issue of material fact pertaining to Hotel Owner’s duties under the Hotel Management Agreement (“HMA”) related to the termination provisions. Specifically, the brand argued that Hotel Owner’s only method for termination was to be found with the HMA and that Hotel Owner did not comply.
The Court agreed with the Hotel Owner that contrary to the brand’s arguments, there was evidence sufficient for a jury to conclude that various provisions of the HMA were waived by the parties during the business relationship. Specifically, the Court held that there is a triable issue of material fact concerning Hotel Owner’s allegations that the brand waived all termination related provisions, including a provision Virgin Hotels argued required written notice of termination, rather than notices sent in electronic format. The Court denied Virgin Hotels’ motion and held that the brand did not submit sufficient evidence to disprove the claims and that it failed to meet its evidentiary burden. This ruling sets the stage for trial proceedings to begin on February 7, 2022.
It has been well chronicled that the Virgin brand is struggling to establish its promised national hotel brand, with properties open in only five locations. In 2010, the brand announced plans to operate up to 25 hotels within seven years. The Hotel Owner’s San Francisco property opened with great fanfare in 2019 under the Virgin name, but currently remains closed.
“In our clients’ view, this prized hotel asset fell victim to false promises, fraud and mismanagement,” says William A. Brewer III, partner at Brewer and counsel to 250 Fourth Development, L.P. “They believe that not only has Virgin Hotels failed to deliver on the ‘brand’ it promised, it mismanaged the San Francisco property in an effort to boost its own bottom line. Our clients look forward to this trial.”
The underlying legal dispute began on May 6, 2020, when Virgin Hotels filed a lawsuit alleging the Hotel Owner’s termination of the HMA on April 8, 2020, violated that agreement. On July 16, 2020, the Hotel Owner filed its Original Cross-Complaint in the Superior Court of the State of California, County of San Francisco. A month later, on August 19, 2020, the Hotel Owner filed its First Amended Cross-Complaint, alleging that Virgin Hotels made misrepresentations to Hotel Owner by, among other things, knowingly overstating Hotel gross revenues to inflate its management fee and misrepresenting bonus amounts due to Hotel employees. As a result, the Hotel Owner claims the loss of tens of millions of dollars in unrealized hotel profits and the lost value of the property.
In total, the Hotel Owner asserts five causes of action against Virgin Hotels, including breach of contract and fraud. Virgin Hotels demurred, or moved to dismiss, the claims. On October 30, 2020, the court entered an order overruling the demurer in its entirety, vindicating each and every one of the Hotel Owner’s claims. In so doing, the court noted that the First Amended Cross-Complaint “adequately pleads constructive fraud.”
In November 2021, the court overruled Virgin Hotels’ attempts to avoid having to face Hotel Owner’s claims against Virgin Hotels for damages done to the project before the Hotel Owner terminated the management agreement. The court also denied Virgin Hotels’ efforts to freeze more than $2 million of Hotel Owner’s property. After failing to obtain dismissal of Hotel Owner’s claims, Virgin Hotels filed an application for a writ of attachment on Hotel Owner’s property – to secure what Virgin Hotels claimed was over $2 million in expenses that Virgin Hotels had either paid or was owed to third parties. The court denied this request in its entirety.
Brewer Anti-SLAPP Expert Analysis Article Published by Law360
On January 12, 2022, Law360 published an expert analysis piece written by Brewer Partner William Brewer and Associate Will Brewer titled, “Ruling Confirms Causation is Key Under NY Anti-SLAPP Law.”
The article states, “Threats of litigation initiated for the purpose of censoring, intimidating, or punishing a person for exercising their First Amendment rights have prompted many jurisdictions to pass laws targeting strategic litigation against public participation, otherwise known as anti-SLAPP statutes.”
The article discusses how the Hon. Nancy Bannon of the New York Supreme Court recently considered and dismissed an anti-SLAPP counterclaim in a dispute between Howard M. Meyers and and LEG Q LLC (“LEG Q”) in RSR Corp. et al. v. LEG Q LLC et al., Index No. 650342/2019 (N.Y. Sup. Ct.).
The authors write, “If this ruling is any indication of how New York courts will interpret the anti-SLAPP claim in the future, counsel should take note that, at the motion to dismiss stage, an anti-SLAPP claim need not have in hand any judicial finding regarding the nature of a purportedly SLAPP lawsuit; allegations will suffice.”
The authors add, “Moreover, in light of this decision, the breadth of what constitutes a communication in connection with the ‘public interest’—reaching matters that are not purely private as between the parties—cannot be overstated.”
To read more, click here.