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Published by: Darren Adam Heitner on Apr 18, 2012
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Ci\JI Clerk'. Of&ce
s ~peri~ Court: of the
81stricfof Columbia

APR 1720_12

WasldngtoD" DC 20036,





AMALGAMATED- BANK OF NEW YORK,. .a N~ewy Qr_kC()rpo-r~ti_oJi,

27~rh Aven,,'" New YQtk.-NY 10603

) ) }

) Civil Action No ..


SERVE REGISTERED ;lGENl': Patrick Cooper, V.P. of Brallch Operatlons

1825 -K ~treet~ N.W.

ot New

) )

York -

00 0-3 ~::!

WashingtoD" D.C. 20006 NATIONAL. FOQ,TBALL 1133 2"()tlt_Street, ri.W .• Wasbington,DC 20Q,36;


COACHES ,ASSOCIATION, a District ofColu'mbi''a Corporation



SEllVE REGlS'rElUtD AGENT': Cbatles.- Ross 7943 Orchid Street, N.W~ Washington., DC 20012,; and Win. David CQrnwell 3399 Peachtree Road, NE., Suite 400
Atlanta, GA'30326"

) ) ) )



) ) )



) )



COMES NOW, Plaintiff, the National Football League Players Association
(''NFLP A;') and for its Complaint avers and claims as follows:

Tile ,Parties
1. The NFLPA is a labor organization representing professional football

players in the National Football League ("NF'L") and maintains its headquarters at

1133 20th Street, NW, Washington, D.C.. 200)f). 2.
Defendant Amalgamated Bank of New York is a New York

corporation doing business in the District of Columbia and maintains a bank branch at 1825 K Street, N.W." Washington, D.C. 20006.
3. ("NFLCA") Defendant National Football League Coaches Association

is a membership

organization and District of Columbia Corporation

representing coaches in the NFL. The NFLCA has maintained its offices at the

NFLPA's office building located at 1133.20th Street, N.W., Washington, D.C.

Jurisdiction and Jl'enue 4.
Pursuant to

D.C. Code §11-921, this Court has jurisdiction

over this

dispute which involves the failure by the NFLCA to acknowledge and pay a debt of$650,324.88 and the attempt by a certain person purporting to represent the .

NFLCA, Wm. David Cornwell of Atlanta, Georgia, to remove from a bank account


at Amalgamated Bank in excess of $300,000 on deposit that would partially satisfy the debt. The debt was incurred "inthis jurisdiction and the- funds that could 'partially satisfy the debt-are also located-here. Factual Allegations 5.

For more than ten years, the NFLPA has provided office space, staff,

administrative services and financial support to the NFLCA .. Even when the NFLCA was at its zenith in obtaining participation by active NFL coaches and at the height of its receipt of dues from its members. it was' not financially selfsustaining. It was continually dependent upon the NFLP A for funds to pay the NFLCA staff as well as the advancement of funds the NFLPA helped obtain for the NFLCA from the NFLPA's licensing subsidiary, NFL PLAYERS.

Intotal, the

NFLP A advanced more than $650,324.88 in funds to the NFLCA, in addition to licensing royalties paid to the NFLCA by NFL PLAYERS. 6. I~ addition to providing key staff to the NFLCA at no cost to the

NFLCA over the past decade, the Executive Director of the NFLP A, Gene Upshaw, also served as the Executive Director of the NFLCA until his death on August 20, 2008. 7. The NFLP A has also assisted the NFLCA in the preparation and

submission of budgets to the NFLCA Board and to its President OVer the past ten years.


The NFLPA also has custody and control over the NFLCA's bank

account at the Amalgamated Bank of New York which currently has a balance of


The NFLCA conductedan annual meeting of its governing Board of

Representatives, comprised of Coaches ftQJO the various NFL Clubs on March 1,
2006. At ~aUi1li¢, a.new NFLCA Constitution was adopted and new officers

were elected for terms of MO' years.
'> '


The NFLCA Constitutlon provides as follows concerning the election

of officers and the election of'its Executive Director:
Officers; Executive COMmittee: The current officers of the

Association, Who were duly elected pursuant to the NFLCA's prior Constitutlen, shall continue to serve until the first 'annual Board of Representatives meetingin the year 2006. At that time, the Board of Representatives shall .elect from the active members in good standing a President. and five,Vice-Presidents who shall constitute the Association '8 Executive Committee. Executive Committee
Members sbali serve two~yearterms~ The Executive.Committee shall meet or confer in person or by conference' call at least three times annuallyand shall have and may exercise ~1Ithe powers of the Board of Representatives to transact and manage the busineSs aDd affairs of the NF,LCA between meetings of the Board, except the powers of electing officers and changing previously established Board poUct. Members of the Executive Committee shall serve ex-

officio as members of the Board of Representatives.

directed and overseen by an Executive Director elected at the annual meefing of the Board of Representatives for a term of tbree (3) years and until his' successor shall be duly qualified and

The day-to-day-affairs of the Association shan be conducted,




The. Executive Director shall have no vote on the Board of Representatives or the Executive Committee. * * The Executive Director shall hire and direct such staff as is necessary to.perform.the affairs. of-the NF.LCA and to establish their salarles and ter.rl)s and-eondltlonscf'emplcyment, subjecttQ the annual budge(~stabtish~d by the Board of Representatives. The Executive CQrtllrii~tee:;haJl negotiate the employment contract of the Executive Director.



The MinUt.C;s Qf Ule2(J06 Annual Board Meeting of the NFLCA reflect

the elections that were conducted as follows:

Purnell nominated Ricky Thomas; Terry Robiskle nominated Jimmy Raye; ~d'I{irk Olivadotti nominated Chuck Priefer. A secret ballot was then conducted a,pd Jimmy Raye was elected president.

The floor was then opened for nominations for Presldent. Russ


George Warhop, Brad Roll and David Culley wen indicated that-they desired to be re-elected as Vice-Presidents, Kirk Olivadotti moved to have each of them elected by-acclamation of the Board and Dave McOil}ilis seconded the motion. The motion passed unanimously with no abstentions, The floor was opened for the next office of Vice-President. Kirk Olivadotti nominated Chuck Priefer; Brad Roll nominated Terry Robiskie; and Russ Pumell nominated Ricky Thomas. A secret ballot was then conducted and after no candidate received more than a majority, Ricky Thomas, the candidate with the fewest votes, was dropped from the list of candidates, Thereafter, Peter Giunta moved to have Chuck Priefer and Terry Roblskie elected by acclamation of the Board, and Mark Duffner seconded the motion. The motion passed unanimously with no abstentions. 12. The NFLCA has not conducted a properly constituted meeting of duly of its Board since June of 2007.

elected Representatives


The terms of office ofihe officers the NFLC4 elected in 2006 expired

in 2008. There is no hold-over provision in the NFLCA Constitution that permits
any Executive Committee Member to continue to serve after his term has expired until his successor is duly qualified and elected. As noted in the quotation in the body of Paragraph 10 herein, the NFLCA Constitution expressly prohibits the

Executive Committee from exercising the power of the Board of Representatives in
electing officers, 14. In December of 20 11, Larry Kennan, the Iong time staff director of

the NFLCA who oversaw the day to day affairs of the organization, resigned from his NFLCA position to accept a college coachlng job. 15. Since Kennan's departure, there is no evidence that anymeeting of the

NFLCA Boardof'Representatives has been-conducted at which officer elections have taken place. Wm. David Cornwell, who maintains an office in Atlanta, Georgia, has nevertheless .claimed that he was selected to serve as the Executive Director of the NFLCA in February of2012. 16. Although asked by·the NFLPA for evidence· that he was properly

elected by the duly elected Representatives of the NFL Clubs, such evidence has not been forthcoming from Mr. Cornwell. Mr. Cornwell has, instead, produced a Resolution purportedly adopted by the NFLCA Executive Committee on March 1; 2012 selecting him to fill the position of Executive Director pending a meeting of

the NFLCA Board of Representatives in 2013. The Resolution was accompanied

"by four sheets of paper each purportedly signed 'by a member of the NFLCA
Executive Committee that bad been telecopied to Mr. Cornwell. One of the fax 'sheets bears the date of March 21,2012, and another wassigned by James Daniels, who was not elected in 2006 or at any annual meeting of the Board. 17. The Resolution on its face acknowledges that Mr. Cornwell's

purported selection as Executive Director did not occur at 'a meeting of the Board of'Representatives on March 1,2012, the date on which his alleged selection took

place. Rather, the Resolution states that Mr. Cornwell's "appointment" as Executive, Directorwas

"taken in lieu of a meeting,"

Since being notified of his selection, the NFLPA has informed Mr.

Cornwell that the NFLPA fully expects that the NFLCA will repay the $650,324.88 that has been loaned to it tocover payroll and other NFLCA


In response; Mr. Cornwell has claimed surprise concerning the

indebtedness despite the fact that NFLCA's staff and officers, including Jimmy Raye, the NFLCA President elected in 2006, and two signatories on the fax sheets referenced in paragraph 15 above (David Culley and George Warhop) were fully aware of the debt, which has existed for many years.



The NFLCA has consistentlyand

unequivocally acknowledged the

existence of its debt to the NFLP A in its F orm 990 filings with the Internal Revenue Service, identifying the balances due during each- of the following years, as follows: 2005: 2006: 2007: $240,000 $520,QOO $650,000 $650,OOQ


20,09:' 2010: 2011:

$651,649 $652,437

The IRS filings show that these amounts Were due either to the NFLPA or. to "affiliated organizations." NFL CA. 21. Mr. Cornwell has nevertheless insisted that the NFLP A grant him The NFLPA is the only "affiliated organization" of the

unfettered access to the NFLCA accounts at Amalgamated Bank which contain in excess of$300,OOO.OO and he has threatened to exact "severepenalties" against the

NFLPA unless he is granted immediate, unfettered access to those accounts. Such access would permit Mr. Cornwell to remove the funds from this jurtsdiction, and likely be used to pay himself and others, sums that could not realistically be recovered later by the Plaintiff. 22. Mr. Cornwell's insistence that the NFLPA release the funds in the

NFLCA account to him, after which they can be removed from this jurisdiction

with the mere stroke of a pen or click of a mouse leaves the NFLPA with no choice but to bring this action in order to assure that its status 'as a creditor of the NFLCA

is not harmed or jeopardized and that the in rem jurisdiction of this Court over such
funds is preserved,


The NFLPA would he entitled to pre-judgment attachment of

NFLCA'$ assets in this jurisdiction-pursuant to D.C. Code Sections 16-501-03
except that it already has custody and control over the NFLCA 's Amalgamated Bank account. It is settled in this jurisdlction that the device of pre .. udgment j

attachment is available to a creditor to secure the payment of debts that are not yet
due if the debtor can readily remove the assetsto defeat the creditor's claims.


To maintain the status quo the NFLPA is therefore requesting relief in,

this action which would enjoin the Amalgamated Bank of'New York from
disbursing any of the funds In the NFLCAa~count unti1 the $650,$24.88 debt

owed to the NFLP A in this matter is adjudicated and reduced to judgment, there
being no prejudice to the NFLCA to permit the funds to remain where they now are: within this jurisdiction.

WHEREFORE, Plaintiff prays this Court to issue an order:
(a) enjoining Defendant Amalgamated Bank of New York from

disbursing any funds from any account held in the name of the National Football


League Coaches Association or "NFLCA" until adjudication of the debt owing by the NFLCA to the NFLPA is determined by the Court; (b) declaring that the


is indebted to the NFLPA in the amount of

$650,324.88, or in such other amount as the Court shall determine; (c) determining whether Wm. David Cornwell is the lawfully elected

Executive Director of the NFLCA;
(d) awarding judgment to the NFLPA for the amount of the debt and/or

imposing a lien-on the funds on deposit in the name of the National Football League Coaches Association with the Amalgamated Bank of New York for the amount the Court has determined to be due and owing to the NFLPAj and {e) granting such other relief-as the Court deems ap~ropriate in the


Apri117,2012 seph A. Yabl' ki (Bar #091777) Joseph A. Y lonski, P.L.L.C. 1776 K Street, N.W., Suite 712 W~bington, D.C. 20006 (202) 833-9062 chip@,YablonskiIaw.com Attorney for Plaintiff National Football League Players Association


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