John Sloan, President
Milton Grimes, Vice-President
Maren Chaloupka, Secretary
J.R. Clary Jr., Treasurer
Dana Cole, Board Member
Anne Valentine, Board Member
and Laurie Goodman, Executive Director
Gerry Spence, John Zelbst, Rex Parris, Joseph Low and Kent Spence v. Trial Lawyers College
Laramie County District Court Case No. 193-124
Gerald L. Spence, John Zelbst, Rex Parris, Joseph Low, and Kent Spence, directly on their own behalf and derivatively on behalf of The Trial Lawyers College, a Wyoming nonprofit corporation, v. John Sloan, Milton Grimes, Maren Chaloupka, J.R. Clary Jr., Dana Cole and Anne Valentine, and Does 1-50 inclusive and The Trial Lawyers College, a Wyoming nonprofit corporation
Laramie County District Court Case No. 193-234
Gerald L. Spence, John Zelbst, Rex Parris, Joseph H. Low and Kent Spence, directly on their own behalf and derivatively on behalf of The Trial Lawyers College, a Wyoming nonprofit corporation, v. John Sloan, Milton Grimes, Maren Chaloupka, J.R. Clary Jr., Dana Cole and Anne Valentine, and Does 1-50 inclusive and The Trial Lawyers College, a Wyoming nonprofit corporation
Laramie County District Court Case No. 193-390
The Trial Lawyers College v. Gerry Spence’s Trial Lawyers College at Thunderhead Ranch, a nonprofit corporation and Gerald L. Spence, John Zelbst, Rex Parris, Joseph Low, Kent Spence and John Joyce
United States District Court for the District of Wyoming Case No. 1:20-CV-00080-ABJ
The Trial Lawyers College, Appellees, v. Gerry Spence’s Trial Lawyers College at Thunderhead Ranch, Appellants
United States Court of Appeals for the Tenth Circuit Case No. 20-8038
Gerry Spence v. James R. Clary (a/k/a “J.R. Clary”); John Sloan; Dana Cole; Milton Grimes; and Does 1 through 20, inclusive
Superior Court of the State of California for the County of Los Angeles, Case NO. 20-ST-CV-42478
Over the past several years, the Board of Directors of the Trial Lawyers College has experienced increased divisiveness, primarily over the funding to build a “Gerry Spence Education Center” on the Thunderhead Ranch. Thunderhead Ranch is owned by the Spence Foundation and leased to the Trial Lawyers College for a term to expire in 2039 with an option to renew for another 25 years. Since 2014, there have been a number of Board discussions and votes on how to honor the desire for this Center to recognize our founder while still meeting our fiduciary responsibilities to manage the College's funds wisely and with integrity, transparency and honesty. As the costs of the proposed building fluctuated from $3 million to $7 million and back down to $2 million, the majority of the Board had coalesced around the agreement that any building would only be built with funds transparently and specifically raised in a capital campaign for an Education Center, rather than using the monies that students had given for scholarships, general operating needs, and our endowment.
Board members John Zelbst and Joey Low committed to raise the funds for the new building. Over five years, John Zelbst raised $281,183, with an additional $429,667 in pledges payable over the next five years. Two different professional fundraisers were hired by the Board and ultimately advised us that the tribe (student body) was not supportive of a capital campaign and instead wanted to continue to support the endowment, scholarships, and the operation of the College.
The Board dissension worsened in May 2019, when on a 7-1 vote Kent Spence was suspended for cause from his board and faculty responsibilities. The Board decision was to suspend Kent for a minimum of 1 year and that upon meeting certain criteria, Kent could petition the Board for a vote to reinstate his Board position. He never petitioned the Board for reinstatement and was not re-elected by a majority vote (as required by TLC by-laws) in the May 6 Board meeting described below.
Following the outbreak of the Covid-19 pandemic, the Board agreed to cancel all courses through the end of August. In an effort to cut costs, Board member Rex Parris proposed a 50% reduction in general operating costs, beginning with laying off all administrative staff, including our Executive Director, Financial Officer, Registrar, and Alumni Liaison, and encouraging them to instead apply for unemployment. This recommendation was not agreed to. Treasurer J.R. Clary and Executive Director Laurie Goodman worked to find ways to cut the general operating budget by 49.4% without sacrificing services or cutting staff. The Board scheduled a videoconference on April 13 to review and approve the recommended cuts to general operating expenses of $562,191.
Upon the convening of the April 13 videoconference, Gerry Spence notified John Sloan that he would speak to the board first, at which time, he vehemently demanded the resignations of Board Members Dana Cole and Mel Orchard. After the demand for resignations was not complied with fully, Gerry presented the Board with a letter from the Spence Foundation terminating the lease with the Trial Lawyers College with 30 days’ notice for evacuation. (Gerry serves on the board of the Spence Foundation and the letter was signed by his stepson, Chris Hawks.)
Dana Cole expressed his willingness to resign during the April 13 videoconference and was preparing to do so in writing as is required by Wyoming law. Before he could resign, a lawsuit was filed seeking to dissolve the Trial Lawyers College, and Dana reconsidered his decision. He had not resigned in writing and, therefore, he remains on the board.
The April 13 letter further directed TLC to immediately cease and desist from using Gerry’s name and likeness and the thunderhead logo (which was designed by Gerry but is trademarked by the Trial Lawyers College) on any of our marketing and outreach materials. By April 22, the TLC Board had complied with the removal of Gerry’s name and image and had made plans to have TLC possessions moved off the ranch by May 12.
Late on the evening of April 26, an email under Gerry’s name was sent to the TLC Alumni ListServ announcing that he was formulating a new competing College called the “Gerry Spence’s Trial Lawyers College at the Thunderhead Ranch.” On April 28, the four minority Board members (Gerry Spence, Joey Low, Rex Parris and John Zelbst) and non-Board member Kent Spence filed a lawsuit against the Trial Lawyers College. The lawsuit alleges that the TLC Board was irreconcilably deadlocked (5-5) and seeks dissolution of the Trial Lawyers College with a transfer of all TLC assets (including $5.7 million in savings, $2.3 million in accounts receivable, and all TLC possessions on the Thunderhead Ranch) to the newly formed College for which there is no 501(c)(3) status and for which Articles of Incorporation were filed with the Wyoming Secretary of State on April 30, 2020.
The lawsuit further alleges that one or more of TLC’s Board members have developed a business to represent a government entity against individuals. This is not true. Our treasurer, J.R. Clary, has patented software and created a start-up business that will assist state Departments of Transportation to increase the amounts of monies they can recover from insurance companies for damages to the state roadways caused by auto accidents and fires.
The Board of Directors of Trial Lawyers College was reconfigured on May 6, 2020, in a Special Meeting that was noticed and convened in accordance with the Wyoming corporate code. The people who attacked Mel Orchard and Dana Cole, evicted TLC from Thunderhead Ranch, started a competing program with a surprise announcement, sued TLC and sought an order terminating our administrative staff and freezing our assets are no longer on this Board. The Board now comprises President John Sloan, Vice-President Milton Grimes, Secretary Maren Chaloupka, Treasurer J.R. Clary, Dana Cole, and Anne Valentine. We expect to add other Board members in the future.
After the majority nominated and accepted the newly configured Board, the minority nominated themselves to "a" board. They also nominated Kent Spence, who was suspended one year ago by a vote of 7-1 and has never been reinstated, and Imaging Spence. Although Imaging has been allowed to attend Board meetings to assist Gerry, she resigned in writing as a Board member several years ago and has since never voted or otherwise acted as a Board member. The only voting members of the minority were John Zelbst, who appeared by video, and Rex Parris, Gerry Spence, and Joey Low, all of whom appeared by audio only. Kent Spence was given notice of the meeting (which is appropriate for suspended directors), appeared and took the position that he was not suspended and should be allowed to vote.
While some might ask if the vote felt like a final departure from our founder, the reality is that he departed from TLC on Sunday, April 26. It would not be ethical for us, as stewards of TLC and its alumni, to vote any member of the minority onto this Board in light of the actions they have collectively taken, and continue to take, on their listserv and other media.
The recording of today’s meeting will be released to Jerry Perry, President of the F Warrior Board. While remarkable, it is less remarkable than the April 13, 2020 Board meeting, during which John Zelbst stated, “It’s being recorded, so I’m fine.” We hope the minority will release their recording of the April 13 meeting.
The minority’s announcement of their own subsequent election to the Board of Directors is bizarre. This disinformation appears to be intended to confuse and mislead TLC’s alumni, and anyone else who reads of these events. We are unaware of any support in Wyoming corporate law for this surreal behavior. It does, however, allow everyone to see clearly what is behind the curtain. Thus, as soon as is practicable, you may rest assured that people who choose not to follow rules and act brazenly to harm our College will become formally acquainted with those rules.
In the midst of this chaotic announcement of decisions and a lawsuit that had never before been brought up or discussed at a Board meeting, we have had to work through our own personal sense of loss, betrayal, hurt, and sadness. Our tribe has been attacked from within. It did not need to be this way and we are deeply humbled that we could not avoid and shelter you from the ugliness. But we could not. And so we make our psychodramatists, ourselves, and our administrative staff available to you in an effort to help you process your losses and begin to focus on our future as a College. We ask you to trust us to navigate the lawsuit while we trust you to take care of yourselves, gather the information you need, and put this series of events into some sort of perspective that is healthy for you as you continue to adjust to the significant changes to your law practices and your lives brought about by the COVID-19 pandemic.
As we process our collective loss and prepare to respond to the lawsuit, we feel the weight of our responsibility to protect the assets of the Trial Lawyers College, our relationships with our valued faculty, psychodramatists, communications expert and administrative staff, and our steadfast commitment to follow the Mission of the Trial Lawyers College:
In the past 5 years under President Sloan’s leadership, the Trial Lawyers College has:
This phenomenal growth is the result of leadership and a lot of hard work, and the newly configured Board and its supportive staff are committed to continuing to invest that same amount of energy going forward.
The finances of TLC are solid. The entire Board historically has received a copy of the monthly financial statement as prepared by our CPA, with a full review of our financial status provided by our Treasurer J.R. Clary at each Board meeting. We will continue to do the same going forward. Each summer, we publish a detailed Treasurer’s report in The Warrior magazine for our alumni to review. In light of the lawsuit, we have arranged to have a neutral third party perform a full forensic audit of our books and financial condition. While this was never mentioned at prior Board meetings, we believe this is an important step to maintain the vast credibility we have been entrusted with and we are eager to provide those auditor conclusions for you.
TLC has 11 upcoming programs scheduled for the fall of 2020 through the end of 2021 which will include our trained faculty, psychodramatists and communications expert Josh Karton. As we consider the limitations imposed by the Covid-19 virus, we will work with our psychodramatists and faculty members to develop ways to teach our curriculum that are safe, healthy, productive and that honor CDC guidelines for social distancing. We have students who were registered for courses through August who need to be re-registered for future programs. We have students who need full refunds because they have had to shutter their law practices for the time being. We have an extensive and robust alumni organization who we want to help stay connected through the COVID pandemic and through this internal crisis of management. We have a magazine to publish, podcasts to record, and a website and Facebook page to use to stay in touch with the tribe. We have a College to run, and that is our focus.
As the newly elected Board of the Trial Lawyers College, we are committed to protecting the College's Mission, assets and ability to teach the TLC methods rooted in the psychodramatic techniques that have been developed over the past 25 years. We have hired Wyoming counsel Williams, Porter, Day & Neville PC to represent the Trial Lawyers College in the lawsuit filed against us. The prior 4 minority Board members and Kent Spence have hired Welborn, Sullivan, Meck & Tooley, PC to advocate on their behalf.
The current suit asserts that the Board was irreconcilably deadlocked at 5-5 as a board and therefore needed dissolution. This is not true. At no time was there ever a 5-5 vote on a Board matter, with differing matters resolved by never less than a 5-4 majority. We do not know what lawsuits will come in the future, but you must know that we will fight for this College and for our ability to continue to provide the quality training that we have over the past 25 years with the integrity and transparency that is worthy of this tribe.
In compliance with the eviction notice served by the Spence Foundation on April 13, 2020, TLC vacated Thunderhead Ranch on May 7, 2020. The move is incomplete due to the pending dispute over ownership of movable property purchased by and/or given to TLC between 1994-2020. That property was identified in an inventory provided to counsel for the former Directors prior to the move.
Kent Spence interfered with the moving effort in multiple ways. This included misrepresenting the status of the former Directors’ motion for emergency relief to a deputy sheriff. Kent Spence also used his truck to physically block Laurie Goodman and Missy Adrian’s vehicles from leaving Thunderhead Ranch until law enforcement intervened and escorted both women into town. TLC’s movable property remains on Thunderhead Ranch for the time being, pending disposition by the Laramie County District Court of the former Directors’ motion for emergency relief and TLC’s opposition to that motion.
Laurie Goodman parked a U-Haul rented by TLC, filled with TLC property (mostly new store merchandise), at Crowheart with the intent to drive it the next day to Cheyenne in order to allow administrative staff to fill orders from our soon-to-be-announced online store. Kent Spence found the U-Haul, opened its hatch without permission and filmed a video (which he posted to YouTube). Contrary to any claims to the contrary, the barnwood in the U-Haul was not stolen during the move. These are used pieces of barnwood that were salvaged by TLC when TLC paid to replace the Big Barn floor several years ago; since then, TLC has offered these pieces of barnwood, with customized inscriptions, in exchange for donations to commemorate alums, their loved ones, their clients and fallen Warriors.
We will all miss the Ranch and the experiences we had there. As one of our leaders and the first psychodramatist at the College, Don Clarkson, taught us over the years, “How you say goodbye is an indication of how you have lived your life.” TLC and so many of our alumni have lived a life worth living on the Thunderhead. We have created life-long friendships, experienced untold adventures, and learned to love and forgive so many in our lives, including ourselves. Some alumni will return, others will not. But the loss of the buildings to the Trial Lawyers College does not take away the friendships, the personal growth, and the memories that we will carry with us for our lives. Those are ours; they are yours; they are to be honored and protected. We look forward to growing with you and creating many, many more memories with you for years to come.
While we regret the direction that some have taken to create a competing College, we wish them well. There have always been a number of CLE providers, and we trust your wisdom to decide what type of training will give you what you need to be the best damn trial lawyers, and human beings, that you can be.
With love and respect,
John, Milton, Maren, JR, Dana, Anne (and Laurie)