DISTRICT COURT

ARAPAHOE COUNTY, COLORADO

Arapahoe County Justice Center

7325 South Potomac Street
Centennial, CO 80112
Phone: 303-649-6355
In the Interest of:
▲COURT USE ONLY▲
PATRICK D. BOWLEN

William Bowlen

Plaintiff,

v.

Josiah W. Ellis, Richard P. Slivka and Mary

J. Kelly

Defendants.

Attorneys for Petitioner/Plaintiff William Bowlen Case Number:

Giovanni M. Ruscitti, #23375
D. Scott Robinson, #36565
Berg Hill Greenleaf Ruscitti LLP Division:
1712 Pearl Street
Boulder, CO 80302
Phone: 303.402.1600
Fax: 303.402.1601
gmr@bhgrlaw.com
dsr@bhrlaw.com

PETITION TO CONSTRUE POWER OF ATTORNEY AND REVIEW

THE AGENTS’ CONDUCT AND GRANT APPROPRIATE RELIEF
PURSUANT TO C.R.S. § 15-14-716

Petitioner, William Bowlen (“Petitioner”), by and through his attorneys, Giovanni M.

Ruscitti and D. Scott Robinson of Berg Hill Greenleaf Ruscitti LLP, hereby petitions this Court

to construe the power of attorney of Patrick D. Bowlen (hereinafter may be referred to as the

“Principal”) and review the Agents’ (as that term is defined herein) conduct and grant
appropriate relief pursuant to C.R.S. § 15-14-716. In support of this Petition, Petitioner states as

follows:

I. INTRODUCTION

1. Simply put, this matter involves Defendants’ failure to, among other thing: (a) act

in Patrick D. Bowlen’s best interest; (b) act in good faith; (c) act loyally for the Principal's

benefit; (d) act so as not to create a deep conflict of interest that impairs their ability to act

impartially in Patrick D. Bowlen's best interest; and (e) preserve and implement Patrick D.

Bowlen's estate and business succession plan. As set forth below, Defendants hold a dizzying

array of positions related to the management and control of Patrick D. Bowlen’s assets, which

include interests in several closely held businesses, without any accountability. In addition, they

are refusing to implement a long-term succession plan that meets Patrick D. Bowlen’s stated

goals of keeping the Denver Broncos Football Club in his family and under the management and

control of his children, knowing that the implementation of that plan essentially means that

Defendants will be working themselves out of a position with the Denver Broncos Football Club.

Moreover, the actions of the Agents are causing dysfunction within the Denver Broncos Football

Club and the Bowlen family. Finally, and as set forth below, Petitioner has deep concern

regarding Patrick D. Bowlen’s capacity at the time the documents that appointed Defendants in

their fiduciary positions were created.

2. For these reasons, Petitioner files this Petition to further Patrick D. Bowlen’s

goals and wishes that the Denver Broncos Football Club remain in the Bowlen family. As such,

Petitioner requests, among other things, that the Court enter an order: (a) removing Defendants

as the agents of Patrick D. Bowlen; (b) appointing an independent party to serve as the

conservator of the estate of Patrick D. Bowlen with the power to remove the trustees of the PDB

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Trust (as that term is defined herein); and (c) exercise other powers of Patrick D. Bowlen

retained in the PDB Trust.

II. PARTIES, STANDING, JURISDICTION, AND VENUE

3. Patrick D. Bowlen is 74 years old, is suffering from Alzheimer’s disease, is

incapacitated, and lacks capacity to (i) revoke the power(s) of attorney at issue and (ii) revoke

the authority of the agents at issue. Patrick D. Bowlen currently resides at 9 Cherry Hills Drive,

Cherry Hills Village, Colorado, which is located in Arapahoe County, Colorado.

4. William Bowlen is a resident of Edmonton, Alberta, Canada, and is the younger

brother of Patrick D. Bowlen. William Bowlen is aware of Patrick D. Bowlen’s wishes as it

relates to the management of his assets and business interests

5. Defendant Josiah (“Joe”) W. Ellis is a resident of the State of Colorado and is an

employee of the Team (as that term is defined below). Mr. Ellis is also currently serving as a

Trustee under various trusts created by Patrick D. Bowlen, and, upon information and belief, is

acting as an Agent under the Durable General Power of Attorney of Patrick D. Bowlen dated

March 6, 2009 (the “Power of Attorney”). As explained below, he is also serving in various

executive and fiduciary capacities related to the business entities and assets of Patrick D.

Bowlen, including serving as CEO and Controlling Owner of the Denver Broncos Football Club.

6. Defendant Richard P. Slivka is a resident of the State of Colorado and is an

employee of the Team (as that term is defined below). Mr. Slivka is also currently serving as a

Trustee under various trusts created by Patrick D. Bowlen, and, upon information and belief, is

acting as an Agent under the Power of Attorney. As explained below, he is also serving in

various executive and fiduciary capacities related to the assets of Patrick D. Bowlen, including

serving as Executive Vice President and General Counsel of the Denver Broncos Football Club.

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 7. Defendant Mary J. Kelly is a resident of the State of Colorado and is an employee

of the Team (as that term is defined below). Ms. Kelly is also currently serving as a Trustee

under various trusts created by Patrick D. Bowlen, and, upon information and belief, is acting as

an Agent under the Power of Attorney. As explained below, she is also serving in various

executive and fiduciary capacities related to the assets of Patrick D. Bowlen, and served as his

personal family attorney prior to his incapacity. Defendants are collectively referred to herein as

(the “Agents”).

8. Pursuant to C.R.S. § 15-14-716(h), William Bowlen, as a brother of Patrick D.

Bowlen, has standing to file this Petition, as he has a substantial interest in Patrick D. Bowlen’s

welfare.

9. This Court has jurisdiction over this matter pursuant to, among other things,

C.R.S. § 15-10-301(1)(c), § 15-10-302(1)-(2), and § 15-14-716.

10. Venue is proper in this Court pursuant to C.R.C.P. 98 and C.R.S. § 15-10-303(1).

III. FACTUAL BACKGROUND

A. Family Information

11. Patrick D. Bowlen was originally married to Ms. Sally Parker. Patrick D. Bowlen

and Ms. Parker had two children, Amie Bowlen Klemmer (“Amie”) and Jane Elizabeth “Beth”

Bowlen Wallace (“Beth”). Following the dissolution of his marriage to Sally Parker, Patrick D.

Bowlen married Joan Annabel Spencer (“Annabel Bowlen”). Patrick D. Bowlen and Annabel

Bowlen currently remain married. Annabel Bowlen is also suffering from Alzheimer’s disease

and is also incapacitated. Patrick D. Bowlen and Annabel Bowlen have five children, Patrick III,

John, Brittany, Annabel, and Christianna. The seven children are referred to herein as the

“Bowlen Children.”

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B. The Bowlen Family’s Purchase of the Denver Broncos and Ownership Structure

12. In 1984, Patrick D. Bowlen and his siblings William Bowlen, John Bowlen, and

Mary Elizabeth Jagger (“Mary”) (collectively the “Bowlen Siblings”) purchased the majority

interests in the National Football League franchise known as the Denver Broncos (hereinafter

referred to as the “Team” or “Denver Broncos”) from Mr. Edgar Kaiser. The Bowlen Siblings

acquired the remaining minority interests in the Team in approximately 1986. At that time, each

sibling owned, directly or indirectly, approximately 25% percent of the Team.

13. Since the Bowlen Sibling’s purchase of the Team, and to comply with National

Football League (“NFL”) ownership guidelines, Patrick D. Bowlen acted as the controlling

owner of the Team and acquired additional voting interests from his siblings to reach the

requisite NFL threshold mandated for controlling owners.

14. The ownership of the Team is held through a complex business entity structure.

Specifically, the Team is owned by PDB Sports, Ltd., a Colorado limited partnership.

Controlling ownership of PDB, Ltd. is held in Bowlen Sports, Inc., an Arizona corporation.

Upon information and belief, Bowlen Sports, Inc. is owned, directly or indirectly, by Patrick D.

Bowlen and John Bowlen. John Bowlen is Patrick D. Bowlen’s and Petitioner’s younger

brother. Defendants Ellis and Slivka are directors and officers of Bowlen Sports, Inc. Upon

information and belief, Patrick D. Bowlen’s ownership interest in Bowlen Sports, Inc. is held

through a trust, commonly known as the “Patrick D. Bowlen Trust”, under an agreement dated

March 6, 2009 (the “PDB Trust”).

15. Upon information and belief, the PDB Trust is also the owner of Arapahoe

Management Company, LLC, which in turn owns most of the outstanding membership interests

in Stadium Management Company, LLC. Both of these entities are Colorado limited liability

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companies. Stadium Management Company, LLC owns the leasehold interest in the football

stadium (and surrounding facilities) formerly known as Sports Authority Field at Mile High

Stadium (the “Stadium”). Under the leadership of the Agents, the Team has failed to secure

naming rights for the Stadium.

16. Over the years, Patrick D. Bowlen acquired ownership interests from his siblings,

including all of Petitioner’s and Mary’s interests. Mary’s interests were acquired in

approximately 1998/99, and Petitioner’s interests were acquired in approximately 2002/03. As

of the date of this Petition, and upon information and belief, through the ownership structure

described above, Patrick D. Bowlen indirectly owns approximately 76% of the ownership

interest in the Team, and John Bowlen indirectly owns the remaining interest in the Team.

C. Patrick D. Bowlen Estate and Succession Planning

17. Prior to 2002, Petitioner and Patrick D. Bowlen had discussions about succession

planning for ownership of the Team. To that end, Patrick D. Bowlen told Petitioner that because

of the number of children each Bowlen Sibling had (Patrick D. Bowlen has seven children, John

Bowlen has five children, Petitioner has six children, and Mary has two children), he wanted to

limit the number of possible future owners so that he, as the controlling owner, would not have

to deal with each family. Petitioner and Mary also had a desire to sell their interests and, as a

result, in approximately 1994, the Bowlen Siblings began the process of implementing a plan

that would result in Patrick D. Bowlen buying out Petitioner’s and Mary’s ownership interest in

the Team.

18. To effectuate this plan, and as stated above, Patrick D. Bowlen purchased Mary’s

ownership interests in the Team in 1998/99 and Petitioner’s ownership interests in the Team in

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2002/03. In addition, the Bowlen brothers, following the example of their father, Paul Dennis

Bowlen, created trusts (as outlined below) to implement other estate planning needs.

19. Between 1994 and 2009, Petitioner had numerous discussions with Patrick D.

Bowlen regarding Petitioner’s and Patrick D. Bowlen’s estate planning and the use of trusts.

Upon information and belief, Patrick D. Bowlen created his first revocable trust in 1996. This

trust was amended several times between 1994 and 2009, including in 2002 (the “2002 Trust”).

In addition, in 2002, Patrick D. Bowlen created two irrevocable trusts structured to hold life

insurance during either his lifetime or the joint lives of Patrick D. Bowlen and Annabel Bowlen

(collectively, the “2002 ILITs”). The 2002 ILITs create a common trust structure for holding all

or portion of Patrick D. Bowlen’s interests in the Denver Broncos (and any other professional

sports teams) for the benefit of Patrick D. Bowlen’s descendants after his death. Upon

information and belief, the Agents are the currently serving trustees of the 2002 ILITs.

20. Reflecting their understanding of Patrick D. Bowlen’s wishes, counsel for

Defendants has advised some of Patrick D. Bowlen’s children that a credit shelter trust, to be

created at Patrick D. Bowlen’s death, will provide certain distribution rights in his children upon

each attaining the age of 40. This is the age Patrick D. Bowlen communicated to some of his

children that he believed his children would be financially responsible (this is coincidentally the

age Patrick D. Bowlen was when he first acquired ownership interest in the Broncos).

21. On April 25, 2016, Defendants issued a memorandum to the Bowlen Children,

regarding new separate, irrevocable, children’s trusts (each a “Stadium Trust”), that stated that

“the child will receive 100% of the trust principal” upon attaining the age of 40 and the child’s

separate trust would terminate at age 40. The Agents, either unilaterally or based on Patrick D.

Bowlen’s express intent, selected age 40 as the appropriate age of financial responsibility.

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D. Patrick D. Bowlen’s Wishes as to the Team

22. Prior to his incapacity, Patrick D. Bowlen expressed to Petitioner, numerous other

family members, and his closest advisors that he eventually wanted a member of his family to be

the sole owner of the Team. More specifically, Patrick D. Bowlen told Petitioner, other family

members, and his closest advisors that he wanted one of his seven children to become the

controlling owner of the Team when he no longer was able to serve in this critical position.

23. Patrick D. Bowlen also repeatedly expressed to Petitioner that Annabel Bowlen

should have absolutely no role in the management or operations of the Team. Patrick D. Bowlen

expressed the same statement to his closest advisors, expressing concerns about her management

and leadership abilities.

24. Regarding any attempt to sell the Team, Patrick D. Bowlen told Petitioner, family

members, and his closest advisors that he had no interest in selling the Team and that selling the

Team would be an absolute last resort. In fact, Patrick D. Bowlen told Petitioner and others that

he wanted the Bowlens to be “an old family of the NFL,” just like the Rooney family with the

Pittsburgh Steelers.

E. Co-Trustees’ Multiple Conflicts and Overlapping Fiduciary Roles

25. Defendant Slivka has acted as the Denver Broncos’ general counsel for many

years. Over time, Mr. Slivka has also assumed a dizzying number of different (and conflicting)

roles, including: (1) Co-Trustee of the PDB Trust; (2) Co-Trustee of the Bowlen Family 2002-I

Irrevocable Trust; (3) Co-Trustee of the Bowlen Family 2002-II Irrevocable Trust; (4) Co-

Attorney-in-Fact for Patrick D. Bowlen; and (4) director and employee of Bowlen Sports, Inc.

Mr. Slivka also acts as the registered agent for many Bowlen-related business interests. Mr.

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Slivka assumed these conflicting and overlapping roles without any judicial approval or

supervision.

26. As a Co-Trustee, Mr. Slivka owes fiduciary duties to oversee the financial

performance of trust assets, including its stock ownership in Bowlen Sports, Inc., and votes in

the election of directors of Bowlen Sports, Inc., including the election of himself. As a Director

of Bowlen Sports, Inc., Mr. Slivka owes fiduciary duties to the shareholders of Bowlen Sports,

Inc. and approves the hiring and compensating of Bowlen Sports, Inc. officers and employees,

including himself. Mr. Slivka assumed these conflicting fiduciary positions and duties without

any judicial approval or supervision. Upon information and belief, Mr. Slivka is compensated in

each of these capacities as a trustee, director, and employee.

27. Defendant Ellis acts as the President and CEO of the Denver Broncos. Like Mr.

Slivka, Mr. Ellis has also assumed a dizzying number of different (and conflicting) roles,

including: (1) Co-Trustee of the PDB Trust; (2) Co-Trustee of the Bowlen Family 2002-I

Irrevocable Trust; (3) Co-Trustee of the Bowlen Family 2002-II Irrevocable Trust; (4) Co-

Attorney-in-Fact for Patrick D. Bowlen; (5) Director of Bowlen Sports, Inc.; and (6) President

and CEO of Bowlen Sports, Inc. Upon information and belief, Patrick D. Bowlen did not choose

that Mr. Ellis assume these multiple roles. Upon information and belief, Mr. Ellis is

compensated in each of his overlapping and conflicting roles. Like Mr. Slivka, no court has

approved or provided any oversight regarding Mr. Ellis’ conflicting roles and his multiple

fiduciary offices and duties.

28. Defendant Kelly is “of counsel” at the Denver-based law firm of Reilly Pozner

LLP. Ms. Kelly has also assumed a dizzying number of different (and conflicting) roles,

including Co-Trustee of the PDB Trust and Co-Attorney-in-Fact for Patrick D. Bowlen. Ms.

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Kelly assumed these roles without any judicial supervision or approval. Ms. Kelly also acted as

Patrick D. Bowlen’s personal lawyer. Even though she has no role in the Team, she is

apparently paid $25,000 per month by the Team.

F. Patrick D. Bowlen’s Incapacity and Attempted Revocation of Trust Documents, and

the Agents’ Statements About Ownership of the Team

29. Patrick D. Bowlen began displaying signs of Alzheimer’s disease and incapacity

in or around 2006, and was, upon information and belief, diagnosed with Alzheimer’s (or early

onset Alzheimer’s) in 2006 by doctors at the Mayo Clinic in Arizona. Around this time period,

family members and others close to him began seeing significant signs of Alzheimer’s, including

serious memory loss. This included forgetting the names of family members and friends, and

forgetting significant decisions he had made on behalf of the Team. Upon information and

belief, Patrick D. Bowlen began receiving preliminary treatment for Alzheimer’s at the Mayo

Clinic in 2006. In addition, around this time period, Patrick D. Bowlen required constant care

and traveled with close advisors, including Lorraine Spargo, Jim Schafer, and Steve

Antonopoulos.

30. In 2009, and as known by his family and those close to him within the Team,

Patrick D. Bowlen publically admitted that he was showing signs that he had Alzheimer’s. See

Woody Paige article, dated August 25, 2017, attached hereto as Exhibit A. See Woody Paige

article, dated April 23, 2018, attached hereto as Exhibit B. Indeed, Patrick D. Bowlen reported

having what he described as “severe memory loss” and that he was “very concerned of the

developing issues with Alzheimer’s….” See Exh. A. Importantly, this was approximately two

months after Patrick D. Bowlen made significant changes to his estate planning documents in

March 2009.

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 31. Shortly after publically disclosing his condition, Patrick D. Bowlen began

relinquishing operational control of the Team. Indeed, it was so well known that people

throughout the NFL community were discussing it. See generally Alan Prendergast Article,

dated November 5, 2010, attached hereto as Exhibit C. Patrick D. Bowlen’s situation

deteriorated so rapidly that he needed a signature prompt – a “sample” signature placed

prominently on a large whiteboard on his desk that he had to refer to before signing any formal

document.

32. Notwithstanding his incapacity, in March of 2009, Patrick D. Bowlen revoked the

2002 Trust and established a new revocable trust called the Patrick D. Bowlen Trust (as

previously defined above the “PDB Trust”). This was less than two months before Patrick D.

Bowlen told columnist Woody Paige that he was having what he described as “severe memory

loss” and that he was “very concerned of the developing issues with Alzheimer’s….” See

Exhibit A. Given his capacity issues, Patrick D. Bowlen likely did not have the required

capacity to revoke the 2002 Trust or create the PDB Trust.

33. Upon information and belief, under the PDB Trust, and upon Patrick D. Bowlen’s

death, the assets in the trust will be divided into three trusts, including one that will hold the

Team in a fashion similar to that of the 2002 ILITs. Sometime between 2009 and 2014, the

Agents were somehow appointed trustees of the PDB Trust, as well as the 2002 ILITs, and will

be the trustees of the three trusts that are created upon Patrick D. Bowlen’s death. These

appointments are in question given Patrick D. Bowlen’s incapacity.

34. Upon information and belief, the Power of Attorney and/or the agreement creating

the PDB Trust, including any amendments thereto, permits the Agents to amend and/or revoke

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the PDB Trust, in whole or in part, including provisions related to the removal and replacement

of the trustees themselves.

35. By holding the power to amend and/or revoke the PDB Trust, the Agents

indirectly control their own fiduciary conduct as trustees of the PDB Trust. Additionally, the

Agents stand in place of Patrick D. Bowlen, and thus, in their capacity as trustees of the PDB

Trust report to themselves – in other words, the Agents/trustees have no accountability.

36. In a July 23, 2014, press release, Annabel Bowlen further confirmed that Patrick

D. Bowlen had been suffering from the disease for years:

“As many in the Denver community and around the National Football
League have speculated, my husband, Pat, has very bravely and quietly
battled Alzheimer’s disease for the last few years.”

See Bowlen Family Statement Press Release attached hereto as Exhibit D. The Team released a

similar statement that same day. See Team Press Release attached hereto as Exhibit E.

37. In late July 2014, numerous local and national publications, citing inside sources,

further elaborated on how everyone knew Patrick D. Bowlen had been suffering from

Alzheimer’s for years (See Denver Post Article date July 25, 2014, attached hereto as Exhibit F),

and how people around the NFL were talking about it publically in 2009. See Rick Reilly’s

column dated August 28, 2009, attached hereto as Exhibit G.

38. On July 23, 2014, Defendant Ellis, apparently acting as the CEO and President of

the Team, held a press conference at the opening of the 2014 Denver Broncos training camp.

During this press conference, Mr. Ellis disclosed that Patrick D. Bowlen was battling an

advanced stage of Alzheimer’s disease and had relinquished control of his assets (including his

status and role as the Denver Broncos’ controlling owner) to Mr. Ellis and two other trustees

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(Defendants Richard P. Slivka and Mary J. Kelly) to what he described as the “Patrick D.

Bowlen Trust.” See also Exhibit E.

39. During the July 2014 press conference, Mr. Ellis represented that Patrick D.

Bowlen intended for one of his children to succeed him as the Denver Broncos’ controlling

owner. Indeed, and as stated above, while he had capacity, Patrick D. Bowlen repeatedly told

those close to him and in the NFL that he had no interest in selling the Team, and that his intent

and goal was to keep the Team in the family and to have one of his children run the Team. The

Agents were clearly aware of this and publically confirmed in writing that they intended to honor

his wishes:

“There are no plans for the sale of the Denver Broncos, and the Pat
Bowlen Trust will continue to implement the provisions set forth by
Patrick D. Bowlen to keep the team in the Bowlen family.”

See Denver Broncos Press Release, dated September 21, 2014, attached hereto as Exhibit H

(emphasis added). This is exactly what Patrick D. Bowlen told his closest advisors.

40. The Broncos, through Mr. Ellis, also stated that it was Patrick D. Bowlen’s long-

term goal for one of his seven children to run the Team when he or she is ready. The release also

made it clear that the Broncos will not be put up for sale. See Exhibit H. Additionally, in the

press release, the Broncos stated that the PDB Trust was set up by Patrick D. Bowlen more than

a decade ago as part of his long-stated desire to keep Team ownership in his family.

G. The Agents’ Conflicts With Amie and Beth

41. As stated earlier, Petitioner’s main goal in filing this Petition is to ensure that his

brother’s wishes are fulfilled, namely, that the Team be kept in his family and not sold, and that

Annabel Bowlen not have a role in the management and operation of the Team. To that end, and

with Petitioner’s support, Amie and Beth have submitted a succession plan that accomplishes

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these objectives, but the Agents have refused to accept the plan and instead have implemented a

plan that continues to keep them in control and fails to implement Patrick D. Bowlen’s wishes.

42. To that end, Patrick D. Bowlen expressed a longstanding desire for Beth to serve

in a management level role with the Team. During Fall 2011, Patrick D. Bowlen expressed his

desire for Beth to be employed in a management position and demonstrate her skills and talents

to the organization employees and thereby gain their respect. To be sure, he told Beth, “If you

are going to be sitting in this chair [as the controlling owner], there are steps you are going to

need to take.” Defendant Ellis was directed to work with Beth on a new management position.

43. Later in Fall 2011, Defendant Ellis met with Beth several times at the Starbucks

on Orchard Road. During these meetings, Defendant Ellis described job opportunities for Beth

and future succession plans for the Team. Defendant Ellis and Beth also discussed Patrick D.

Bowlen’s desire for Beth’s full-time employment with the Team.

44. In February 2012, the Denver Broncos organization officially hired Beth as a

“Director of Special Projects.”

45. One of her first official team responsibilities was attending the NFL spring

owners meeting in Florida in March 2012. After learning that Beth had attended the meeting,

Annabel Bowlen became very upset and threatened to have Defendant Ellis fired. It was

Annabel Bowlen’s desire to have one of her children become the next controlling owner. It was

at this time that the relationship between Defendants Ellis and Slivka and Beth became strained.

And, it was at this time that Defendants Ellis and Slivka became beholden to Annabel Bowlen

wishes and contrary succession plans.

46. During this time period, Beth and Petitioner became concerned that Defendants

Ellis and Slivka would not honor Patrick D. Bowlen’s wishes that Beth assume a management

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role and that the Agents had significant conflicts of interest and a lack of accountability as a

result of their dizzying number of conflicting roles and fiduciary duties. Beth and Petitioner

eventually expressed these concerns to Patrick D. Bowlen and the NFL in 2015.

47. In response to these concerns, Patrick D. Bowlen requested a meeting with Beth

and Defendants Slivka and Ellis to discuss Beth’s employment and his expectation that Beth be

given meaningful employment responsibilities. Defendants Slivka and Ellis prevented Patrick D.

Bowlen from attending this meeting. During the meeting, they told Beth that, despite Patrick D.

Bowlen’s wishes, they would not be extending her any additional roles with the Team. In

addition, Defendants Slivka and Ellis told her that they would develop a criteria for the selection

of the next controlling owner of the Team

48. Despite Beth holding a management position with the Team, Mr. Ellis refused to

work with Beth or provide her with meaningful work opportunities, in direct contradiction to

Patrick D. Bowlen’s succession intent and desire. Notwithstanding this refusal, Beth assumed

responsibility for the design, construction, and implementation of the Broncos Ring of Fame

Plaza and continued to work on implementing her father’s wishes.

49. During this period, the Agents’ relationship continued to deteriorate with Amie

and Beth. Indeed, in Fall 2012, and because Annabel Bowlen did not want Beth involved with

the Team, Defendant Slivka asked Beth, “Do you really want to be working here? Wouldn’t you

rather be home taking care of your kids?”

50. By Spring 2013, Amie and Beth were advised by one of Patrick D. Bowlen’s

closest advisors, Jim Schafer, that they “need to get attorneys.”

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H. The Controlling Owner Criteria

51. In 2013 and 2014, and knowing that their father wanted one of his children to

replace him as controlling owner, Amie and Beth, through counsel, asked the Agents what the

long term ownership plans were for the Team given their father’s health.

52. In July of 2014, on the eve of Defendant Ellis’ press conference and

announcement of Patrick D. Bowlen’s Alzheimer’s as described above, the Agents met with

Amie and Beth and their counsel, and provided oral comments regarding the handling of Patrick

D. Bowlen’s assets and the succession plan for transitioning the Denver Broncos’ controlling

owner position to one of Patrick D. Bowlen’s children. Defendant Slivka stated the trustees

would decide which child would be named to succeed Patrick D. Bowlen and would select a

child who was “capable but not necessarily the most capable.” Defendant Slivka also stated

that each of the seven Bowlen Children needed to approve the new controlling owner selected by

the trustees before such selection would be approved and that each Bowlen child “has to agree.”

53. At the meeting, Defendant Ellis represented that the Team prepared and filed with

the NFL a written “succession plan” detailing the internal processes by which a future

controlling owner will be approved.

54. On February 12, 2015, and three years after the Agents first advised the Bowlen

family members that they were establishing criteria for the selection of the next controlling

owner, the Agents released a three-page memorandum to the Bowlen Children listing the criteria

and qualifications by which the trustees indicated they will determine which of the Bowlen

Children will be selected as the next controlling owner (the “2015 Criteria Memorandum”).

55. The Agents have stated that none of the Bowlen Children have been eliminated

from the selection process or had been anointed, and that everyone would be treated fairly.

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 56. At this time, Beth has met all but one of these criteria, and she was on her way to

satisfying the last criteria – 5 years of experience with the Team or in the NFL – before the

Agents wrongfully terminated her from her position with the Team. To that end, Beth

successfully worked for the Team between February 2012 and May 2016 in a position that her

father expressly stated he wanted her to fill. In Spring 2015, Beth informed the Agents that, in

an effort to meet another one of the stated criteria in the 2015 Criteria Memorandum, having a

least a J.D. or M.B.A degree, she had applied for admittance to the University of Denver Sturm

College of Law.

57. In Spring 2015, Beth was admitted to the College of Law and accepted the offer.

Just eighteen hours after receiving notification that Beth was returning to law school, the Agents

summarily and wrongfully terminated Beth’s employment with the Denver Broncos. At that

time, Defendant Ellis stated to Beth that her position had “no value” to the organization. This

fact, when coupled with the Agents’ combative behavior in 2012, strongly suggests that the

Agents’ termination of Beth’s position with the Team was but a pretext to prevent her from

meeting the criteria the Agents established in the 2015 Criteria Memorandum and from

becoming one step closer to being the controlling owner of the Denver Broncos as her father

wished.

58. Since the date of her wrongful termination, Beth has repeatedly requested that the

Agents provide her with a senior management employment opportunity with the Team as her

father expected her to have. Indeed, several months following her wrongful termination and

while still in law school, Beth requested a legal internship with the Team, which the Agents

immediately denied. The Agents have refused to carry out Patrick D. Bowlen’s intent regarding

Beth’s involvement and employment with the Team.

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 59. On May 13, 2016, the Agents met with Beth. This meeting occurred just weeks

before Beth would graduate from the University of Denver with her Juris Doctorate degree. At

this meeting, the Agents disparaged Beth’s achievements and work history, told her that her

father did not want her working with the Team, and made condescending, negative comments

about her integrity and work ethic. Petitioner and other senior members of the Bowlen family

were very upset upon learning of the details from this meeting.

60. Petitioner and other senior members of the Bowlen family believe that Beth is

qualified and capable of assuming operational control of the Team. As stated above, she has met

all but one of the criteria contained in the 2015 Criteria Memorandum. Since her wrongful

termination by the Agents, she has obtained significant professional and executive level

experience and completed her legal education. Nevertheless, the Agents continue to refuse to

accept her offer to return to the Team or to develop a mentoring and training plan for Beth to

assume operational control in the near future.

61. In 2018, and with Petitioner’s support and the support of other senior members of

the Bowlen family, Amie and Beth submitted a succession plan to the Agents that would allow

for keeping the Team in the family, transitioning controlling ownership in the immediate future

to Beth (after additional mentoring), and transitioning controlling ownership in the near future

(once age of financial maturity is satisfied) to another Bowlen child. The plan included

management level opportunities for other Bowlen Children if they desired. The Agents rejected

this proposal outright, saying that Beth was not capable or qualified to serve as controlling

owner.

62. As stated through out this Petition, Petitioner files this action to further Patrick D.

Bowlen’s goals and wishes that the Denver Broncos remain in the Bowlen family. Given the

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Agent’s dizzying array of conflicting fiduciary roles and duties in their control of Patrick D.

Bowlen’s estate and business interests, and upon learning of the Agent’s wrongful termination of

Beth and unwillingness to accept Amie and Beth’s succession plan to keep the Team within the

family, Petitioner knew that he could not sit idly by on the bench and watch from the sideline as

the Agents failed to further his brother’s wishes. Based on the Agent’s actions, Petitioner knew

that the Agent’s were not acting in the best interest of Patrick D. Bowlen, but were rather

keeping themselves in control of the Team as long as they could. Moreover, the actions of the

Agents have caused and continue to cause dysfunction in the Team and Bowlen family. As such,

Petitioner prays that filing this action will relieve the Bowlen family (and the Team) from the

uncertainty and turmoil surrounding the ownership of the Denver Broncos.

IV. CLAIMS FOR RELIEF

FIRST CLAIM FOR RELIEF

(For Reviewing of Agents’ Conduct Under Section C.R.S. § 15-14-716)

63. The foregoing allegations are incorporated herein as though fully set forth herein.

64. Patrick D. Bowlen is suffering from Alzheimer’s disease, is incapacitated, and

lacks capacity to (i) revoke the power(s) of attorney at issue and (ii) revoke the authority of the

agents at issue.

65. William Bowlen is aware of Patrick D. Bowlen’s wishes as it relates to the

management of his assets.

66. Pursuant to C.R.S. § 15-14-716(h), William Bowlen, as a brother of Patrick D.

Bowlen, has standing to file this Petition, as he has a substantial interest in Patrick D. Bowlen’s

welfare.

67. In violation of C.R.S. § 15-14-716, the Agents have failed to, among other things:

(a) act in the Principal's best interest; (b) act in good faith; (c) act loyally for the Principal's

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benefit; (d) act so as not to create a conflict of interest that impairs the their ability to act

impartially in the Principal’s best interest; and (e) preserve Patrick D. Bowlen's estate plan. As

set forth in this Petition, the Agents hold a dizzying array of positions related to the management

and control of Patrick D. Bowlen’s assets, without any accountability, and are refusing to

implement a succession plan that meets Patrick D. Bowlen’s stated goals.

SECOND CLAIM FOR RELIEF

(For Reimbursement of Fees and Costs Under Section C.R.S. § 15-14-717)

68. The foregoing allegations are incorporated herein as though fully set forth herein.

69. The Agents shall reimburse the Principal’s estate for all fees and costs paid on the

Agents’ behalf in defending this action.

V. PRAYER FOR RELIEF

WHEREFORE, Petitioner prays for the Court to: (i) construe the Power of Attorney, (ii)

review the Agents’ conduct, (iii) find that the Agents have breached their fiduciary duties to

Patrick D. Bowlen and (iv) issue an order:

A. Removing the Agents as the agents of Patrick D. Bowlen;

B. Appointing an independent party to serve as the conservator of the estate of

Patrick D. Bowlen with the power to:

i. remove the trustees of PDB Trust;

ii. receive and review periodic reports and accountings from the trustees of

PDB Trust;

iii. cause the implementation of a succession plan for the Team consistent

with Patrick D. Bowlen’s intentions; and

iv. exercise other powers of Patrick D. Bowlen retained in the PDB Trust;

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