Bloomberg Law Chronicles Legal Misfortunes of Case Against NRA

August 10, 2022 – Bloomberg Law reported today on the legal misfortunes of a plaintiff’s pursuit of Brewer client the National Rifle Association of America (NRA). The reporting notes the potential demise of a 2019 lawsuit filed by former NRA donor David Dell’Aquila.

According to the article, “The NRA contends the lawsuit is baseless.” 

“The majority of Mr. Dell’Aquila’s claims have been rejected by the courts—evidence this is a frivolous pursuit,” NRA lawyer William A. Brewer III said in a statement. “The NRA’s commitment to good governance is clear.”

To read more, click here.

Business Insider: NRA Pushes Back Against NY Attorney General's Demand for Independent Monitor

June 7, 2022 — Business Insider has published an article stating that Brewer client the NRA is "fighting back against New York Attorney General (NYAG) Letitia James' demand for an independent monitor who would oversee the gun group's operations, calling the idea 'intrusive, unnecessary and unprecedented.'"

On March 2, 2022, a New York court struck down attempts by NYAG James to dissolve the NRA – delivering a big win for the NRA. Since that loss, the NYAG "has amended her complaint but added no new factual allegations," the NRA states in its new court filing. 

"Rather, she asserts a new cause of action which seeks the intrusive, unnecessary and unprecedented appointment of an 'independent' compliance monitor to oversee the administration of the NRA, answerable to the NYAG's own office as well as the Court," the filing says. 

"There is no colorable practical need, and no legal basis, for the NYAG to contrive a de facto takeover of the NRA to replace her defunct dissolution claims," according to the filing. 

"Rather, the parties should proceed with discovery and trial on the NYAG's previously existing claims, and the new one should be dismissed."

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CNBC Reports on Potency of NRA, Brewer Statement on Uvalde, Texas and Representation of Association

May 27, 2022 — CNBC publishs the report, “The National Rifle Association’s Lobbying Machine is Still Potent Despite Financial Woes That Reduced Its Clout.” 

The article states that the NRA’s “financial filings and lobbying disclosures show the group still has the means” to advocate for Second Amendment freedom — and is expected to play an active role in the upcoming midterms. 

The article notes that the NRA continues to have the “support of a key advisor that helped it weather its recent financial and legal troubles.” 

Brewer, Attorneys & Counselors, has represented the NRA since 2018 in connection with several legal and regulatory issues. As an example, in March, the firm and the NRA successfully defeated dissolution claims against the NRA by the New York Attorney General. The NYAG filed a lawsuit in August 2020 seeking to shut down the Association — an action that has drawn the rebuke of many legal experts and constitutional scholars, including the ACLU. 

The article reports that the Brewer firm has no plans to stop representing the Association. 

The firm said that it will “honor our commitments to the Association, its leadership, and millions of law-abiding members.” 

Regarding the recent school shooting in Uvalde, Texas, the firm said in a statement, “This was an incomprehensible tragedy – the act of a deranged person. We extend our prayers and deepest sympathies to the victims, their families and this entire community. We also join others in the call to provide protection in our schools – to make them safe and secure.”

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New York Law Journal, Others Report on NRA Victory

March 4, 2022 — A front-page article in today’s New York Law Journal, “Manhattan Judge Rejects NY AG’s Effort to Dissolve National Rifle Association,” reports that a ruling by Manhattan Supreme Court Justice Joel Cohen dismissed New York Attorney General Letitia James’ effort to dissolve the organization.

The report notes that Cohen found that dissolving the NRA “could impinge, at least indirectly, on the free speech and assembly rights of millions of members” of the NRA.

The report adds that NRA lead attorney William Brewer applauded the ruling, stating, “This is a victory not only for the NRA, but all who believe in the right to free speech and association.”

The article follows positive reports from many news organizations, including the Associated Press, The Wall Street Journal, CNN, and the Daily Caller, among others. To read more in the NYLJ, click here.

Brewer News Release - NRA Prevails Over NYAG: Court Rules Association Cannot be Dissolved

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.

Wall Street Journal Reports on NRA Legal Victory

March 2, 2022 — The Wall Street Journal reported today 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.

San Francisco Business Times Reports on Virgin Hotels Case Proceeding to Trial

January 26, 2022 — The San Francisco Business Times today 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.