November 7, 2021

PDF Via Email to: ABrantley@lewisroca.com

Adrienne Brantley-Lomeli
Associate
3993 Howard Hughes Parkway
Suite 600
Las Vegas, NV 89169

Re: Noah Malgeri contract termination

Dear Ms. Brantley-Lomeli,

I write in response to your letter, dated October 28, 2021, regarding Mr. Malgeri’s rejection
of our request that he fulfill his contractual obligations, as well as your demands that McShane LLC
turn over its work product and further pay your client over $4,000.

Before setting forth our position, I would like to respond to some of the arguments you
raise. First and foremost, you claim that Mr. Malgeri takes issue with the services rendered by
McShane, LLC. For example, you state “Relatively early on in the relationship, Mr. Malgeri
perceived that McShane was failing to provide either the services contracted for or any services at a
commercially-acceptable level of competence.”

This is fabrication. Allow me to share with you some of Mr. Malgeri’s comments, sent to
McShane employees by email or text:

• On May 24, 2021, to Mr. Woodrow Johnston, in response to a script Mr. Johnston drafted
for the Malgeri campaign launch video:

“I love it”

• On June 1, 2021, to Mr. Johnston, after he secured the endorsement of a former State
Senator for Mr. Malgeri’s campaign:

“Great work Woodrow.”

• On June 21, 2021, to Mr. Steve Walsh, (Mr. Malgeri’s assigned account manager), in
response to donor presentation materials Mr. Walsh prepared:

“approved. Steve is a master.”

• On July 6, 2021, to Mr. Ed Williams, in response to the campaign video created for Mr.
Malgeri:
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 “Wow it's really good I love it. Can you get it up?”

• On July 21, 2021, to Mr. Walsh, in response to media interviews arranged for Mr. Malgeri:

“Excellent work Steve.”

• On July 22, 2021, to both Mr. Johnston and Mr. Williams, in response to digital content
created for Mr. Malgeri:

“love it! stop the steal! post it”

• On August 16, 2021, to Mr. Johnston, in response to press releases drafted for Mr. Malgeri:

“I think it is really good.”

• On August 18, 2021, to Mr. Johnston, in response to securing a location for a press
conference:

“Good job Woodrow, please keep delivering value”

• On September 19, 2021, to both Mr. Johnston and Mr. Williams, after they set up a national
interview for Mr. Malgeri and posted it online – within three hours of Mr. Malgeri’s request,
on a weekend:

“Thank you for setting that up” and “Thank you Ed for helping on a Sunday.”

• On September 21, 2021, to Fred McClure, in response to designs created for Mr. Malgeri’s
campaign apparel:

“Oh very nice!!”

These ten examples – in Mr. Malgeri’s own words – thoroughly rebute your assertion that
McShane, LLC failed to provide “any services at a commercially-acceptable level of competence.”

Second, allow me to address your claim that “Malgeri paid McShane an additional $4,738.64
in exchange for McShane to provide additional fundraising services. McShane has failed to confirm
that it ever provided the majority of these services.”

Mr. McShane has told Mr. Malgeri that it provided those services, and this letter again
confirms that McShane LLC rendered all of the fundraising services. In addition:

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 • Mr. Malgeri paid for the ringless voicemail on September 3, 2021, and McShane deployed
the voicemail two days later, on September 5, 2021.

• The direct mail postcards were, indeed, sent. McShane, LLC is prepared to provide postal
receipts.

• Mr. Malgeri was provided reports on the performance of his digital fundraising ads on
September 20, 2021, and again on September 27, 2021. Furthermore, all political ads placed
through Facebook are publicly reported. A reasonable investigation by you or Mr. Malgeri
would have readily verified this fact.

You also paint a picture that Mr. Malgeri was somehow strong-armed and unable to resist
Mr. McShane and Mr. Johnston’s entreaties to remain a client. You go so far as to argue that Mr.
McShane and Mr. Johnston concocted a “scheme” for Mr. Johnston “to continue to personally
ingratiate himself with Malgeri.” This included developing an insincere friendship, asking Mr.
Malgeri to personally train Mr. Johnston, and a visit to Mr. Malgeri’s home by Mr. McShane and Mr.
Johnston.

This is ridiculous. No judge or member of the public will ever take these claims seriously.
Mr. Malgeri is an army veteran, a graduate of the “prestigious Army Airborne and Air Assault
Schools,” a man who trained combat units and earned a bronze star, an accomplished patent
attorney who helped companies “navigat[e] the regulatory minefield,” a lawyer who won the
“Excellence Award for his work as the Director of [a] Legal Aid Center,” and an entrepreneur and
founder of a company that has developed a revolutionary product.

And yet this accomplished army veteran, attorney, and entrepreneur is apparently so weak-
willed, so easily manipulated, and so pushed around that he could not provide written notice to
cancel a contract. Both Mr. McShane and Mr. Johnston personally told Mr. Malgeri that he was
welcome to cancel the contract at any time. Mr. Malgeri declined to sign an addendum reducing the
monthly consulting fee, and he declined to cancel the contract – in writing – until October.

Unfortunately, your letter is part of a pattern exhibited by Mr. Malgeri throughout the
engagement with McShane, LLC. Your client lauded McShane’s services and issued glowing
feedback – until the time it came to pay the bill. Mr. Malgeri has already seen many of the above-
cited messages when he had to be reminded about his real opinions, after he manufactured
complaints when the monthly invoice came due.

The contract Mr. Malgeri signed is clear. He must provide 30 days’ notice, and for that
reason he is obligated to pay for an additional 30 days after written termination. Please also note that
Mr. Malgeri continues to fundraise off of the contacts provided by McShane, LLC, yet he has failed
to pay the 12% commission on that fundraising, as required by the contract.

With respect to the materials Mr. Malgeri has demanded, all of them were developed by
McShane, LLC, except for the email contacts Mr. Malgeri provided for fundraising. Except for those
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contacts, all of these materials are McShane’s work product, and they will be provided to Mr.
Malgeri upon final payment. With respect to the emails, nothing has been withheld. Mr. Malgeri has
his personal copy, and Mr. Malgeri continues to use the emails he provided to McShane LLC. Again,
he is currently using that email list to raise funds.

Ultimately, McShane has offered to settle this matter for $3,243.47. This is an exceedingly
reasonable offer, in three respects. First, it gives Mr. Malgeri the benefit of a reduced monthly rate,
even though he refused to sign the contract modification that would have lowered the rate. Second,
the demand does not include fundraising commissions – including commissions for fundraising over
the last month -- which Mr. Malgeri agreed to pay. Third, it seeks to settle this matter in an amiable,
friendly manner.

Please allow me to be frank and offer an opinion derived from 20 years of representing
political clients (including candidates at every federal from Congress to Presidential), and my
personal experience of winning (and holding) a statewide elected office myself: your approach is
going to do real damage to Mr. Malgeri’s Congressional aspirations.

When Mr. Johnston reminded Mr. Malgeri of the 30-day termination clause, Mr. Malgeri
immediately accused Mr. Johnston of making threats, demanded to speak with McShane LLC’s
attorney, threatened to drag other clients into litigation, and asserted a litigation hold. Mr. Malgeri
cannot afford a major fight over his refusal to pay $3,243.57 when he is running for Congress. He
may never get another opportunity like this in his life, and he really should focus on what’s
important, rather than take a small matter and turn it into a major fight.

Secondly, I have been in many cases involving candidates, and I have never seen a trial or
case benefit a political campaign. Do you want to have your client confronted -- on the witness
stand -- by his own texts and emails lauding the wonderful service that he now refuses to pay for?
And do you want the media to sit in court and report on a nasty he-said, she-said fight?

Thirdly, Mr. Malgeri will lose this case. The 30-day termination clause is clear, and Mr.
Malgeri has a long record of complimenting McShane LLC’s work. Politicians – especially lawyer-
politicians -- are probably the least sympathetic litigants, ever. And no judge will order McShane to
turn over its work product without full payment.

Lastly, please understand that if this matter goes to court, McShane, LLC will not limit itself
to a claim of $3,243.57. It will demand the full contractual amount, including commissions from
fundraising. And I will not hesitate to seek fees if you raise frivolous or groundless arguments.

Mr. McShane and Mr. Johnston harbor no ill will towards Mr. Malgeri. They want him to
succeed and win his race. But the company cannot walk away from this matter. McShane LLC has
scores of clients across the nation every election cycle and dozens of full time staff, and it cannot
afford a reputation as a company that simply walks away when a client refuses to pay. I am hopeful
that cooler heads will prevail, that we can quickly resolve this matter, and that Mr. Malgeri can go
forward and succeed in his goal of becoming a Congressman.

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 I again ask that your client promptly remit $3,243.57. Upon receipt, McShane, LLC will
immediately turn over any and all work product, and Mr. Malgeri can focus on his important
candidacy for Congress.

Sincerely,

Scott E. Gessler

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