Fred Eshelman v. True The Vote Inc.
Fred Eshelman v. True The Vote Inc.
Fred Eshelman v. True The Vote Inc.
FREDRIC N. ESHELMAN,
Plaintiff,
Case No. 4:20-cv-04034
v.
JURY DEMANDED
TRUE THE VOTE, INC.,
Defendant.
VERIFIED COMPLAINT
PARTIES
1. Plaintiff Fredric N. Eshelman is a citizen of the United States who is a resident of, and
2. Upon information and belief, Defendant True the Vote, Inc., is a 501(c)(3) not-for-
profit corporation organized under the laws of Texas with its headquarters and principal place of
business in Houston, Texas. Defendant may be served through its registered agent, Catherine E.
3. The Court has subject-matter jurisdiction over this matter under 28 U.S.C. § 1332
because the parties are diverse and the amount in controversy exceeds $75,000. Plaintiff is a citizen
of North Carolina and Defendant is a citizen of Texas. Plaintiff seeks return of more than $2.5
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organized under Texas law and maintains its headquarters and principal place of business in
Houston, Texas.
FACTS
5. Immediately after the November 3rd general election, Plaintiff decided to support
efforts to investigate allegations of illegal and fraudulent conduct in connection with the 2020
general election.
6. Defendant holds itself out on its website as “the country’s largest voters’ rights
organization” and notes that it is “well known for [its] ability to lead national unified plans to
protect election integrity.” In describing its mission, Defendant describes its operations as “a
network hub, working together with other organizations to implement targeted election integrity
7. On or around November 4th and November 5th, Plaintiff spoke with Defendant’s
President, Ms. Engelbrecht, about Defendant’s Validate the Vote 2020 project.
had organized its Validate the Vote 2020 effort to ensure the 2020 election returns reflect one vote
cast by one eligible voter and thereby protect the right to vote and the integrity of the election.
Defendant believed those efforts were necessary in light of significant evidence that there were
numerous instances of illegal ballots being cast and counted in the 2020 general election.
10. Ms. Engelbrecht explained to Plaintiff that Defendant had developed a multi-pronged
plan (referred to as its Validate the Vote 2020 initiative) to investigate, litigate, and expose
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suspected illegal balloting and fraud in the 2020 general election. As part of its Validate the Vote
2020 plan, Defendant intended to: (1) solicit whistleblower testimonies from those impacted or
involved in election fraud; (2) build public momentum through broad publicity; (3) galvanize
Republican legislative support in key states; (4) aggregate and analyze data to identify patterns of
election subversion; and (5) file lawsuits in federal court with capacity to be heard by the Supreme
11. With respect to its plan to file lawsuits in key states, Ms. Engelbrecht represented that
Jim Bopp—an attorney affiliated with Defendant—would file lawsuits in the seven closest
battleground states with an eye toward serving subpoenas on state election officials to produce
12. Based upon data subpoenaed in those seven proposed lawsuits, Ms. Engelbrecht
represented to Plaintiff that Defendant then intended to undertake sophisticated data modeling and
13. Ms. Engelbrecht advised Plaintiff that the expected cost of the Validate the Vote effort
would be $7,325,000. Based upon information and belief, that amount was well in excess of
plans to investigate, litigate, and publicize illegal balloting and other election fraud as part of its
Validate the Vote 2020 efforts, Plaintiff agreed to give an initial gift of $2 million to Defendant
on the condition that the funds would be used to fund the initial stages of the Validate the Vote
project. Specifically, $1 million of that initial pledge was intended to fund efforts to communicate
1
A one-page summary of the Validate the Vote 2020 plan that Ms. Engelbrecht provided to Plaintiff is attached
hereto as Exhibit 1.
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Defendant’s findings via the contemplated litigation. Plaintiff advised he would contribute more
16. Ms. Engelbrecht inferred to Plaintiff that the legal expenses might exceed the initial
budget. In order to maintain what he thought the momentum, on November 13th, Plaintiff agreed
to give Defendant an additional $500,000, subject to the same condition that those funds would be
17. Subject to those conditions, Plaintiff wired $500,000 to Defendant on November 13,
18. Time was of the essence to the efforts outlined in Defendant’s Validate the Vote 2020
plan because of various state and federal deadlines for certification of state election results and
19. After agreeing to conditionally give Defendant funds to support its Validate the Vote
2020 efforts, Plaintiff regularly and repeatedly sought substantive updates from Ms. Engelbrecht
and other individuals associated with Defendant. Specifically, Plaintiff sought specific and
20. Plaintiff’s requests were consistently met with vague responses, platitudes, and empty
21. Specifically, in response to requests for specific and data relating to potential
whistleblowers and how their allegations fit into an overall narrative, Ms. Engelbrecht would
simply respond with vague comments like: “We are vetting” or “They are solid.”
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22. Ms. Engelbrecht also routinely ignored repeated requests for memoranda and written
reports to summarize Defendant’s efforts to identify and obtain information from whistleblower
witnesses.
23. In response to questions about Defendant’s litigation strategy in the seven key
battleground states targeted by the Validate the Vote 2020 initiative, Plaintiff was only ever
provided with four complaints filed in Wisconsin, Michigan, Georgia, and Pennsylvania. He was
not provided any specific update on the status or strategy behind those cases. Nor was he provided
24. Defendant failed to consult with or inform Plaintiff of that decision even though that
decision amounted to a material deviation from the Validate the Vote 2020 plan that Plaintiff
25. Defendant’s consistent delay and inability to make progress on the goals that Ms.
Engelbrecht described to Plaintiff just after the election suggested that many of those goals might
not be met since many important deadlines relating to state election results were rapidly
approaching.
26. Given Defendant’s lack of progress on the goals articulated in its Validate the Vote
2020 plan and the rapidly approaching certification deadlines, plaintiff decided to call a meeting
with Ms. Engelbrecht and other individuals associated with Defendant’s Validate the Vote effort.
27. Specifically, Plaintiff sought detailed information and reports on voter data that
Defendant had collected, identities of any alleged whistleblowers (along with the information they
would testify to and their vetting status), the entities and resources dedicated to performing
statistical analysis on available voter data, the expected timeline to obtain such statistical analysis,
the status and strategy update for the litigation in each of the seven battleground states, Defendant’s
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promises to provide media content for circulation, and Defendant’s efforts to raise the remaining
28. That meeting took place by teleconference on November 16 and was attended by
29. The November 16 meeting unfolded in a manner similar to the many others that had
taken place regarding the Validate the Vote 2020 efforts since November 5—which is to say that
Ms. Engelbrecht and Mr. Bopp failed to engage with or respond to Plaintiff’s requests for specific,
actionable updates on the issues set forth above and proposed plans to accomplish all of the efforts
30. According to PACER records in the various district courts, Defendant voluntarily
dismissed all of the four pending pieces of litigation it was pursuing on November 16.
31. Upon information and belief, Plaintiff further understands, upon information and
belief, that the decision to abandon those cases was made in concert with counsel for the Trump
campaign.
32. Defendant undertook to voluntarily dismiss its four active litigation matters without
consulting or informing Plaintiff of that decision even though that decision amounted to a material
deviation from the scope of the Validate the Vote 2020 program upon which Plaintiff’s gifts were
conditioned.
33. By November 16, it had become clear to Plaintiff that Defendant’s delays and inability
to make progress on its stated goals meant that it would be unable to execute on the Validate the
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34. Since Defendant had failed to comply with the conditions on Plaintiff’s gift, Plaintiff
sent an e-mail to Ms. Engelbrecht on Defendant’s behalf early on November 17, 2020, to request
a refund of the balance of his $2.5 million contribution. In relevant part, that e-mail read:
35. Consistent with its conduct over the preceding 12 days, Defendant failed to respond to
Plaintiff’s request.
36. In light of the upcoming vote certification deadlines and his desire to use the funds he
had conditionally gifted to Defendant to support other election-related efforts, Plaintiff sent Ms.
Engelbrecht another e-mail requesting repayment early on November 19. In relevant part, that e-
mail read:
38. Given Defendant’s repeated refusal to respond to Plaintiff’s request for repayment,
counsel for Plaintiff sent a letter to Defendant on November 21 regarding the “directed donations
that [Plaintiff] made to True the Vote, Inc. in the two weeks following the election, totaling $2.5
million.” Specifically, that letter requested that Defendant confirm before 7:00 p.m. EST on
November 22 that it intended to return Plaintiff’s $2.5 million in conditional gifts and that it would
2
A true and accurate copy of Plaintiff’s November 17, 2020 e-mail (with redactions to protect Plaintiff’s financial
information) is attached hereto as Exhibit 2.
3
A true and accurate copy of Plaintiff’s November 19, 2020 e-mail is attached hereto as Exhibit 3.
4
A true and accurate copy of the November 21 letter from Plaintiff’s counsel is attached hereto as Exhibit 4.
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39. Ms. Engelbrecht responded by e-mail after 5:30 p.m. the next day, but did not confirm
40. Instead, Defendant continued to engage in dilatory tactics, claiming without any
specificity that it did not “expect to have complete information on what [it had] spent on the project
this month until next month,” that it had “made commitments to many people, including
whistleblowers, that [it] must fulfill,” and that it had “committed to activities that we must
complete.”5
41. Nonetheless, Defendant’s response did acknowledge that Plaintiff’s gifts had been
conditioned on their use in support of Defendant’s Validate the Vote 2020 efforts. Specifically,
Ms. Engelbrecht assured Plaintiff’s counsel that Defendant had “spent the money on the project
42. Shortly thereafter on November 22, Plaintiff’s counsel responded by e-mail, noting in
relevant part:
Mr. Eshelman expects a wire of at least $2 million first thing in the morning
[of November 23]. Based on the limited reports that he has received, we
cannot believe that True the Vote has committed more than $500,000.6
43. As it had already done three times before, Defendant again refused to respond and
44. In light of Defendant’s failure to wire the requested funds, Plaintiff (through counsel)
sent one final demand letter to Defendant on November 23.7 In that letter, Plaintiff notified
5
A true and accurate copy of Ms. Engelbrecht’s November 22 e-mail message is attached hereto as Exhibit 5.
6
A true and accurate copy of Plaintiff’s counsel’s November 22 e-mail message is attached hereto as Exhibit 6.
7
A true and accurate copy of Plaintiff’s counsel’s November 23 demand letter (omitting the originally attached
exhibits which are merely duplicative of materials already attached to Plaintiff’s complaint) is attached hereto as
Exhibit 7.
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Defendant that if it failed to initiate wire transfer of the requested $2 million before 5 p.m., Plaintiff
45. Thirty minutes after that deadline, Mr. Bopp responded to Plaintiff’s counsel’s letter
on his law firm’s letterhead (as opposed to Defendant’s). In that letter, Defendant offered to return
$1 million of Plaintiff’s $2.5 million in conditional gifts in exchange for a waiver of claims and an
46. As of the time of the filing of this Verified Complaint, Defendant has still not initiated
47. In light of Defendant’s refusal to engage with Plaintiff’s reasonable requests, Plaintiff
fears that Defendant may be currently disposing (or may already have disposed) of the Plaintiff’s
48. While Plaintiff is forced to litigate to obtain what is rightfully his, relevant deadlines
are rapidly approaching. Each day that passes makes it less likely that Plaintiff will be able to use
the funds Defendant is wrongfully withholding for the purpose he initially intended them to be
used—that is, to support efforts to investigate allegations of illegal and fraudulent conduct in
COUNT I
Breach of Contract
49. Plaintiff incorporates by reference the foregoing allegations as though fully set forth
herein.
50. The parties, for valuable consideration, entered into an enforceable oral contract on
November 5, 2020, whereby Plaintiff would make a gift of $2 million to Defendant in exchange
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A true and accurate copy of Mr. Bopp’s November 23 letter is attached hereto as Exhibit 8.
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for Defendant’s commitment to undertake the specific efforts referred to by Ms. Engelbrecht and
51. The parties subsequently amended or restated the terms of the original oral agreement
on November 13, 2020 when Plaintiff agreed to make an additional $500,000 gift to Defendant on
the condition that those funds would also be used solely to fund Defendant’s Validate the Vote
2020 project.
52. The parties mutually understood that if Defendant deviated from the Validate the Vote
2020 plan as described to Plaintiff by Ms. Engelbrecht and in Defendant’s marketing materials,
that Plaintiff would have the right to revoke his conditional gift.
53. As set forth above, Defendant has abandoned its efforts to implement and execute the
programs and efforts associated with its Validate the Vote 2020 initiative.
54. Consistent with Texas law, Plaintiff has repeatedly notified Defendant of his intent to
revoke his conditional gift due to Defendant’s failure to comply with its obligations under the
parties’ gift agreement. See Oadra v. Stegall, 871 S.W.2d 882, 891-92 (Tex. App. 1994); Yates v.
55. Faced with Plaintiff’s requests and its own failure to abide by the terms of the parties’
56. Defendant’s breach has caused Plaintiff to suffer damages in excess of $2.5 million.
57. Plaintiff has retained counsel to represent him in this matter and has agreed to pay
reasonable and necessary attorney’s fees, costs, and expenses. Plaintiff is entitled to recover his
reasonable and necessary attorney’s fees, costs, and expenses pursuant to section 38.001 of the
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COUNT II
Conversion
58. Plaintiff incorporates by reference all allegations in all paragraphs of the Verified
59. Where a donor manifests his intent to revoke a conditional gift for failure to satisfy a
condition of the gift, title to the originally gifted property remains vested in the donor. See Oadra
v. Stegall, 871 S.W.2d 882, 891-92 (Tex. App. 1994); Yates v. Blake, 491 S.W.2d 751, 754 (Tex.
App. 1973).
60. Plaintiff has repeatedly notified Defendant of his intent to revoke his conditional gift
of $2.5 million due to Defendant’s failure to comply with its obligations under the parties’ gift
agreement – that is, its failure to implement and execute the Validate the Vote 2020 program.
61. Despite Plaintiffs’ repeated notice of his revocation of his conditional gifts, Defendant
62. Defendant’s unauthorized and wrongful exercise of control over Plaintiff’s $2.5 million
63. Defendant’s commission of the tort of conversion has caused Plaintiff to suffer
COUNT III
Declaratory Judgment
64. Plaintiff incorporates by reference all allegations in all paragraphs of the Verified
65. As set forth above, Plaintiff has effectively revoked his conditional gifts totaling $2.5
million to Defendant on the basis of Defendant’s failure to abide by the condition on those gifts –
namely, that Defendant would implement and execute the plans incorporated into its Validate the
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66. Having issued a valid revocation of a conditional gift, Plaintiff remains the rightful
owner of the $2.5 million that was initially given as a conditional gift to Defendant.
67. Accordingly, Plaintiff is entitled to a declaratory judgment that he is the rightful owner
of the $2.5 million at issue in this litigation and an order requiring Defendant to immediately
transfer possession to Plaintiff. See Tex. Civ. Prac. & Remedies Code §§ 37.004, 37.011.
68. Plaintiff has retained counsel to represent him in this matter and has agreed to pay
reasonable and necessary attorney’s fees, costs, and expenses. Plaintiff is entitled to recover his
reasonable and necessary attorney’s fees, costs, and expenses pursuant to section 37.009 of the
WHEREFORE, Plaintiff Fredric N. Eshelman prays that this Honorable Court would grant
the following relief:
1. An order declaring Mr. Eshelman to be the rightful owner of the $2.5 million conditionally
given to Defendant and requiring Defendant to immediately surrender possession of those
funds to Mr. Eshelman;
2. A temporary restraining order or other injunctive relief to preserve the status quo and to
prohibit Defendant from disbursing any portion of Mr. Eshelman’s $2.5 million in
conditional gifts while this litigation is pending;
6. All other relief that the Court deems just and proper.
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Verification
I, Fredric N. Eshelman, verify under penalty of perjury that I have read the above complaint
and its contents. I also verify under penalty of perjury that, to the best of my knowledge and
recollection, the matters stated in the complaint are true and correct.
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Respectfully submitted,
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