IN THE UNITED STATES DISTRICT COURT FOR THE 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

RYAN L. APRILL, an individual, and 

THOMAS S. APRILL, an individual, 

 Plaintiffs, 

vs. 

ANTHONY AQUILA, AQUILA FAMILY 

VENTURES, LLC, AFV FOUNDERS SELECT 

CAPITAL PARTNERS LLC, a/k/a AFV 

PARTNERS LLC, AFV MANAGEMENT 

ADVISORS LLC, AFV FSCP COINVESTMENT I LLC, a/k/a AFV PARTNERS 

CO-INVESTMENT I LLC, 

 Defendants. 

Case No. 20 CV ______ 

JURY TRIAL DEMANDED 

COMPLAINT 

Ryan L. Aprill and Thomas S. Aprill (collectively “Plaintiffs”), complain against defendants 

Anthony (“Tony”) Aquila, Aquila Family Ventures, LLC, AFV Founders Select Capital Partners LLC 

a/k/a AFV PARTNERS LLC, AFV Management Advisors LLC, AFV FSCP Co-Investment I LLC 

a/k/a AFV Partners Co-Investment I LLC, (collectively “Defendants”), and in support thereof state as 

follows: 

NATURE OF THE CASE

1. This is a claim for breach of employment contract, violations of the Illinois Wage 

Payment and Collection Act, breach of fiduciary duty, promissory estoppel, unjust enrichment, 

fraudulent inducement and equitable estoppel. 

2. At all relevant times defendant Tony Aquila (“Aquila”) served as the founder, president, 

and controlling member and/or manager of each of the Defendant entities. Aquila holds himself out as 

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an entrepreneur that has been involved in over 70 transactions worth more than $15.0 billion in 

transaction value, including selling the company he founded, Solera Holdings, Inc. (“Solera”) in 2016 

to Vista Equity Partners, a leading private equity firm for approximately $6.5 billion in a public to 

private transaction. Plaintiffs reasonably reposed a special trust and confidence in Aquila which enabled 

him to lure them to leave their successful careers and to dedicate themselves to work on Aquila’s behalf 

based on his many false representations and promises, without being paid a dime in promised 

compensation for their efforts over the course of nearly a year of employment. Plaintiffs were recruited 

by Aquila to work for his family of business entities and to assist Aquila form a new technology-focused 

private equity fund to which he pledged to invest $100 million of his own funds, with offers of executive 

level compensation, significant bonus payments and equity interests in various investment vehicles, 

which was all, as it turns out, a ruse. 

3. In reliance on Aquila’s offers of employment and his superior resources, information 

and experience, Plaintiffs gave up lucrative employment positions to devote their full-time efforts 

working for Aquila and the Defendant entities and they were critical and central to raising, investing 

and creating hundreds of millions of dollars of value. However, Aquila and the Defendant entities 

intentionally and in bad faith ignored their employment agreements, refused to pay Plaintiffs the 

compensation they were promised and failed to award them the equity interests worth millions of 

dollars to which they were entitled and earned. 

4. By this complaint Plaintiffs seek damages and other relief to recover the compensation 

they earned and were entitled to under their employment contracts and other damages. 

PARTIES 

5. Ryan L. Aprill (“Ryan”) is a resident of the State of Illinois and resides at 1210 S. 

Indiana, Ave., Chicago, Illinois. 

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6. Thomas S. Aprill (“Tom”) is a resident of the State of Illinois and resides at 1253 W. 

Diversey Parkway, Chicago, Illinois. 

7. Aquila is a resident of the State of Texas and resides at 1607 Enclave Ct., Southlake, 

Texas. 

8. Aquila Family Ventures, LLC (“AF Ventures”) is a limited liability company formed 

under the laws of the State of Texas, with its principal place of business located at 2126 Hamilton Road, 

Suite 260, Argyle, Texas. 

9. AFV Founders Select Capital Partners LLC a/k/a AFV Partners LLC (“AFV Partners”), 

is a limited liability company formed under the laws of the State of Delaware, with its principal place 

of business located at 2126 Hamilton Road, Suite 260, Argyle, Texas. 

10. AFV Management Advisors LLC (“AFV Management”), is a limited liability company 

formed under the laws of the State of Delaware, with its principal place of business located at 2126 

Hamilton Road, Suite 260, Argyle, Texas. AFV Management is the Manager of AFV Partners. 

11. AFV FSCP Co-Investment I, LLC a/k/a AFV Partners Co-Investment I LLC, (“FSCP 

Co-Investment I”) is a limited liability company formed under the laws of the State of Delaware, with 

its principal place of business located at 2126 Hamilton Road, Suite 260, Argyle, Texas. 

12. No member or shareholder of the defendant entities is citizen of the State of Illinois. 

NON-PARTY AFFILIATED ENTITIES 

13. AFV Founders Select Capital Partners SPV-1 LLC (“SPV-1”), is a foreign limited 

liability company formed under the laws of the Cayman Islands, with its principal place of business 

located at 2126 Hamilton Road, Suite 260, Argyle, Texas. 

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14. AFV Founders Select Capital Partners SPV-2 LLC (“SPV-2”), is a limited liability 

company formed under the laws of the State of Delaware, with its principal place of business located 

at 2126 Hamilton Road, Suite 260, Argyle, Texas. 

15. AFV Partners SPV-3 LLC (“SPV-3”), is a limited liability company formed under the 

laws of the State of Delaware, with its principal place of business located at 2126 Hamilton Road, Suite 

260, Argyle, Texas. 

16. Merula Holdings, LLC (“Merula”), is a limited liability company formed under the laws 

of Delaware, with its principal place of business located at 2126 Hamilton Road, Suite 260, Argyle, 

Texas. 

17. APG Holdings, LLC (“APG Holdings”), is a limited liability company formed under the 

laws of the State of Delaware, with its principal place of business located at 2126 Hamilton Road, Suite 

260, Argyle, Texas. 

18. Aircraft Performance Group LLC (“APG”) is a limited liability company formed under 

the laws of the State of Delaware, with its principal place of business located at 4348 Woodlands Blvd. 

Suite 200, Castle Rock, Colorado. 

JURISDICTION AND VENUE 

19. This Court has jurisdiction to hear this matter pursuant to 28 U.S.C. §1332 as the 

Plaintiffs are citizens of the State of Illinois. Defendants are all foreign corporations with principal 

places of business located outside of Illinois. No member or shareholder of the defendant entities is 

citizen of the State of Illinois. Therefore, complete diversity of citizenship exists. 

20. The amount in controversy exceeds $75,000, exclusive of interest and costs. 

21. Venue in the Northern District of Illinois is proper pursuant to 28 U.S.C. §1391 as 

Defendants transacted business in Illinois and a substantial part of the events on which the claims 

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asserted herein occurred in this District and the subject employment contracts were entered into in the 

Northern District of Illinois. 

FACTS COMMON TO ALL COUNTS 

22. Prior to his employment with AFV Partners and its affiliates, Ryan was employed as 

Vice President of Chaifetz Group, the private investment firm of successful entrepreneur and billionaire 

Dr. Richard A. Chaifetz, where he served as a senior private equity and investment professional. Ryan 

has extensive education, knowledge and expertise in mergers, acquisitions and other types of 

investment related transactions and structures. Ryan holds a law degree, is licensed to practice law in 

Illinois and holds a Master of Business Administration from the University of Chicago and a Masters 

of Law from Northwestern Pritzker School of Law. 

23. In about August 2018 Ryan was first introduced to Aquila. Thereafter in about April 

2019, Ryan was actively recruited by Aquila, who held himself out as an experienced, wealthy and 

successful technology entrepreneur and at the time Chief Executive Officer of Solera, a global 

technology company, to join with him in co-founding a new private equity firm identified as AFV 

Partners. 

Aquila Forms AFV Partners. 

24. The business plan for AFV Partners was to raise money from institutional-sized family 

offices, pension and global sovereign wealth funds to invest in dynamic technology businesses with the 

goal of growing those businesses, selling them and/or taking them public and reaping the financial 

benefits and profits of doing so. At that time, Aquila committed to invest $100 million in AFV Partners, 

and represented to Ryan that a family member of one of the wealthiest families in the country (“Investor 

1”), was also a co-founding investor in the firm alongside his $100 million commitment. 

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25. The investments were to be made directly through an innovative holding company 

structure and indirectly through a variety of other investment vehicles and structures, with some of the 

world’s largest and most sophisticated investors, employing special purpose vehicles, like SPV-1, 

Merula, SPV-2 and SPV-3 (collectively “the SPVs”). 

26. Private equity firms like AFV Partners customarily compensate principals and other key 

employees, through a combination of salary, bonus, and “carried interest.” “Carried interest” is the 

private equity firm’s own equity stake in the companies and investment vehicles in which it invests 

funds contributed by its investors. Principals like Ryan are awarded at the outset of the investments a 

percentage in the private equity firm’s carried interest. 

27. Aquila is the President and Managing Member of AFV Partners and AFV Management. 

Aquila is also the president, controlling member and/or manager of each of the other Defendant entities 

and their affiliates. 

28. Prior to forming AFV Partners, Aquila served as founder and Chief Executive Officer 

of Solera and its affiliates (“Solera Group”). Aquila holds himself out as an entrepreneur that has been 

involved in over 70 transactions worth more than $15.0 billion in transaction value. In 2016 the Solera 

Group was sold to Vista Equity Partners, a leading private equity firm for approximately $6.5 billion 

in a public to private transaction. In June 2019 Aquila publicly announced his departure as Chief 

Executive Officer from Solera Group. At such time, Aquila represented to Ryan that his departure 

from Solera Group was voluntary. Ryan later learned through public allegations that Aquila was 

terminated by Solera Group for cause. 

29. In February 2019, Aquila was appointed as the Global Chairman of the Board of 

Directors of Sportradar. Sportradar, together with its subsidiaries and affiliates, is a leading global 

provider of sports data and intelligence and is the official partner of the NBA, NFL, NHL and NASCAR 

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as well as FIFA and UEFA. In his position as Global Chairman, one of Aquila’s goals was to raise 

new capital to invest in Sportradar. Prior to joining AFV Partners, Aquila represented to Ryan that 

through Aquila’s position as Chairman, he stood to obtain a personal equity stake in Sportradar in 

exchange for investing or syndicating approximately €50.0 million euro before the end of 2019. 

30. Aquila solicited and actively recruited Ryan to join AFV Partners to assist him in 

locating new investors for the purposes of investing in Sportradar and pursuing other prospective 

investments. 

31. Aquila also recruited several former executives of Solera Group to assist him in setting 

up his new private equity venture. Those executives included: Renato Giger, (Aquila’s long-time Chief 

Financial Officer) (“Giger”), Andy Balzer (Head of Innovation) and Michael Horvath (Chief of Staff). 

Aquila also recruited Dr. Kurt Lauk, a member of Solera Group’s board of directors and former member 

of European Parliament and Ken Manget, former Global Head of Relationship Investing at Ontario 

Teachers’ Pension Plan. During the spring of 2019, Ryan attended several meetings with Aquila and 

his executive team in connection with their efforts to recruit Ryan to join their new private equity 

venture. 

32. In about June of 2019, Aquila represented to Ryan that he secured a $30 million 

investment from Investor 1 to help fund the launch of AFV Partners. At this time, Ryan began 

collaborating on potential investment structures and strategies with Aquila and his executive team. 

33. In July 2019, Ryan attended a meeting at a Chicago investment bank with Aquila and 

Giger to discuss the potential acquisition of a several hundred million dollar division being sold by a 

Fortune 100 company. After the meeting, Aquila and Ryan discussed the idea of Ryan joining the new 

venture on a full-time basis as a co-founding member, the investment opportunity and inviting Ryan to 

attend an upcoming Sportradar meeting in Las Vegas. 

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34. On July 21-22, 2019 Ryan attended the Sportradar meeting in Las Vegas and Ryan met 

with Aquila one-on-one multiple times to continue the discussion regarding the potential investment in 

Sportradar, and related transaction structure and strategy, which would yield Aquila a valuable equity 

stake in Sportradar. They also had ongoing discussions and negotiations regarding having Ryan joining 

the new venture as a co-founding member. Aquila asked Ryan to resign from his current employment 

as soon as possible to help him close the contemplated investment in Sportradar. 

35. On August 2, 2019, Giger sent Ryan an initial spreadsheet detailing their collective 

discussions with Aquila regarding compensation mechanics. The purpose of this email was to identify 

each co-founding member’s cash compensation and carried interest. Ryan’s proposed annual base 

salary was $250,000, with an increase to $350,000 when AFV Partners’ closed their first investment. 

Ryan’s share of the proposed carried interest was targeted at $15.9-$18.0 million. 

Ryan Aprill Is Hired As A Principal For AF Ventures And AFV Partners. 

36. On or about August 4, 2019, Ryan had a phone conversation with Aquila wherein they 

finalized their discussions regarding Ryan joining AFV Partners as a co-founding member and the call 

ended with Aquila offering Ryan full-time employment as a Principal with AF Ventures and its 

affiliates, with a starting annual salary of $250,000 and an increase to $350,000 when they closed their 

first investment or bought their first company, plus bonus and a percentage in the firms’ carried interest 

in its investments. During the call, Ryan reiterated that he was only willing to leave his current 

employment at Chaifetz Group if he was granted a carried interest allocation consistent with what is 

customary for a co-founder in a new private equity fund. The parties agreed and Aquila instructed Ryan 

to finalize payroll and employment documents with Lori McCutcheon, the CFO of AF Ventures. 

37. On August 5, 2020, Ryan received a letter from Lori McCutcheon outlining the terms 

of the employment offer from AF Ventures. The terms of the offer contemplated that Ryan’s 

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employment agreement would be assigned by AF Ventures to AFV Founders Select Capital Partners 

LLC, now known as AFV Partners. That same day Ryan sent to Lori McCutcheon his proposed 

revisions to the employment offer, which included his entitlement to a percentage of carried interest as 

part of his overall compensation package. 

38. In the evening of August 5, 2019, Lori McCutcheon accepted Ryan’s revisions and the 

parties’ contract was formed. 

39. The agreed offer letter was never tendered to Ryan for signature. 

40. On August 6, 2019, in reliance on the employment agreement and the representations of 

Aquila, Lori McCutcheon and Giger, Ryan resigned from his employment with Chaifetz Group, 

sacrificing a substantial compensation package and economic prospects in order to join Aquila and 

AFV Partners. 

41. On August 7, 2019, Ryan commenced his formal employment with AFV Partners and 

established a home office in Chicago, Illinois which became his primary workplace. Also, on August 

7, 2019, Lori McCutcheon sent payroll forms to Ryan to fill out and return by August 9, 2019. 

42. On August 9, 2019, AFV Partners closed a $50 million investment from Investor 2. The 

investment proceeds were used to invest in Sportradar through SPV-1. Ryan was central to structuring 

and negotiating all aspects of the investment. Thereafter, Ryan became an observer of the board of 

directors of Sportradar, and attended meetings and events involving Sportradar business. 

43. On August 13, 2019, shortly after commencing his employment with AFV Partners, 

Ryan, Aquila and the other co-founders, Giger, Ken Manget and Michael Horvath met as a team in a 

conference room at the Chicago law offices of Mayer Brown. The issue of payroll and compensation 

was discussed and Aquila became hostile with Ryan and the other co-founders. At the meeting Aquila 

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attempted to retract the terms of Ryan’s employment agreement, and demanded that Ryan have “skin 

in the game” in order to receive his promised carried interest. 

44. At that meeting Aquila demanded, for the first time, that in order to have “skin in the 

game,” any money paid to Ryan and the other co-founders be treated as loans and not salary, at least 

until the parties completed their first acquisition. He also demanded that all loans be secured by the 

carried interest allocated to each of the co-founding members. While no agreement was reached, Aquila 

promised to formalize the terms of any loans and the carried interest vehicle. 

45. Notwithstanding the representations of Aquila, the terms of Ryan’s employment 

agreement, and the fact that AFV Partners and AF Ventures both obtained Payroll Protection Loans, 

no salary payments were made to Ryan or any of the other co-founding members by AFV Partners or 

AF Ventures. 

Formation of FSCP Co-Investment I as Carried Interest Vehicle. 

46. Additionally, Aquila failed to invest any of the $100 million he personally committed 

to invest in AFV Partners. Aquila also used a portion of the initial capital contributed by other investors 

for his own personal benefit, including repairing and operating his Gulfstream jet. 

47. On or about September 18, 2019, largely through Ryan’s efforts, AFV Partners raised 

an additional €73 million euro from another investor and used the proceeds to invest in Sportradar 

through Merula Holdings and SPV-2. That same day, Aquila instructed Ryan to send an e-mail to the 

law firm of Michelman & Robinson, outlining the terms of the carried interest vehicle and directing 

them to prepare the formal documents. Aquila insisted that the carried interest vehicle be the same 

entity making the loans to the co-founding members, so that the loans would be secured by their equity 

interests. That entity is identified as FSCP Co-Investment I. 

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48. Thereafter, Michelman & Robinson timely prepared the formation documents for the 

carried interest vehicle which separated the equity interests in FSCP Co-Investment I into Class A Units 

and Class B Units. Those documents included the FSCP Co-Investment I Operating Agreement 

(“Operating Agreement”), FSCP Co-Investment I Contribution Agreement (“Contribution 

Agreement”), FSCP Co-Investment I Class B Unit Award Agreement (“Class B Award Agreement”) 

and the FSCP Co-Investment I Confidential Information, Invention Assignment and Arbitration 

Agreement (“Confidentiality Agreement”), collectively referred to as (the “Carried Interest 

Documents”). 

49. Pursuant to the Contribution Agreement, AFV Partners agreed to contribute its 

ownership of 300,000 Common Units in SPV-1 along with its 100% equity interest in SPV-2 to FSCP 

Co-Investment I, collectively (“Contribution”) in exchange for the Class A Units in FSCP CoInvestment I. (See attached Ex. 1). 

50. Class B units in FSCP Co-Investment I were to be allocated to the other co-founding 

members, including Ryan, in exchange for services provided to the company and its affiliates. The 

terms and conditions of the Class B Units were to be governed by the Class B Award Agreement which 

provided for distributions, restrictions and vesting of Class B Units (“Class B Award Agreement”). 

(See attached Ex. 2). 

51. Based on the discussions between the parties, Class A units were to be allocated to 

Aquila through AFV Partners, and the remaining Class B Units were to be allocated to the co-founding 

members Renato Giger, Ryan Aprill, Michael Horvath, Ken Mange, Andy Balzer and Tom Aprill. 

52. According to the Class B Award Agreement, Class B Units allocated to Ryan and the 

other co-founding members were to vest as follows: 20% of the Class B Units shall be vested 

immediately as of the date of the grant; and the remaining 80% shall vest in the amount of 2.222% on 

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the last day of each calendar month for the three-year period following the grant date. (Ex. 2, at Ex. 

A). 

Loan Agreements with FSCP Co-Investment I. 

53. On September 20, 2019, in reliance upon the terms of the Carried Interest Documents 

and the representations of Aquila regarding Ryan’s entitlement to a share of the carried interest in the 

form of Class B Units, Ryan executed the first of three (3) Secured Promissory Notes with FSCP CoInvestment I in the amount of $100,000 (“Promissory Note 1”). The Note was to be secured by a first 

priority security interest in Ryan’s equity interest in FSCP Co-Investment I. (See attached Ex. 3). 

54. Thereafter, Ryan continued to devote his full time efforts working for AFV Partners as 

a senior level executive in all areas of its business, and led all aspects of due diligence, negotiations 

and transaction execution for AFV Partners’ acquisition of Aircraft Performance Group (“APG”) from 

Liberty Hall Capital Partners, including raising all of the equity and debt necessary to consummate the 

transaction. 

55. After acquiring APG, Ryan became an officer of APG, was appointed to its board of 

directors and was actively involved in all aspects of the day-to-day operations and management of 

APG. 

56. On or about October 31, 2019, Ryan and Aquila met to discuss Ryan’s total 

compensation package, including the amount of his promised carried interest allocation. Aquila agreed 

to use the 2018 Heidrick & Struggles (“H&S”) compensation report and methodology as the basis for 

establishing Ryan’s total compensation including salary, bonus and carried interest and Ryan also 

agreed. At that meeting Aquila represented to Ryan that his total compensation package, including 

carried interest, would be commensurate with that of a “Principal” for a fund size of $500M - $749M 

as set forth in the H&S report. Based on that report, Aquila agreed that Ryan’s annual salary would be 

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set at $236,000, annual bonus at $234,000 and his carried interest allocation would be valued at 

$4,612,000, subject to future appreciation based on investment performance. 

57. At that meeting, with the exception of Giger’s annual base salary and bonus, Aquila 

represented that he would use the same H&S report values and methodology to establish annual 

compensation and carried interest allocations for the other co-founders as well. 

58. Aquila’s representations as to compensation and carried interest are reflected in the 

budget prepared by Giger dated 11/24/19, as well as subsequent budgets. Cash compensation was 

projected to start in March 2020, retroactive to July 1, 2019 in Ryan’s case. 

59. Despite repeated promises of payment of compensation by Aquila, neither AF Ventures 

nor AFV Partners paid any salary or bonuses to Ryan, and Aquila failed to finalize and execute the 

Carried Interest Documents allocating the Carried Interest to Ryan and the other co-founding members. 

60. In or about November 2019, at Aquila’s direction, Ryan negotiated a Consulting 

Services Agreement with one of the largest family owned investment companies in Texas for a 

consulting project undertaken by Aquila through a wholly owned affiliate of AFV Partners. Despite 

AFV Partners’ not being in the business of providing consulting services, Aquila represented to the 

client he had the required expertise to complete the consulting project and had the stated goal of 

securing a potential future investment in AFV Partners from the client. AFV Partners received an 

approximate $3.0 million retainer for the consulting work and collected on consulting time billed for 

Ryan and Tom over the course of the project, despite never paying them any of their promised 

compensation. 

61. On January 2, 2020, Ryan executed a second Secured Promissory Note with FSCP CoInvestment I in the amount of $100,000 (“Promissory Note 2”). This Note was also secured by a first 

priority security interest in Ryan’s equity interests in FSCP Co-Investment I. (See attached Ex. 4). In 

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connection with Promissory Note 2, Aquila promised and represented that AFV Partners’ carried 

interest in APG would also be contributed to FSCP Co-Investment I, increasing the value of Ryan’s 

and the other co-founders’ Class B Units. 

62. On January 3, 2020, AFV Partners closed the acquisition of APG through SPV-3. 

63. Despite Aquila’s representations, AFV Partners’ carried interest in APG was not 

contributed to FSCP Co-Investment I and is currently owned by AFV Management. 

64. Shortly after the acquisition of APG, Ryan met with Aquila and Giger at APG’s office 

in Denver, Colorado, at which time Aquila advised him and Giger that he wanted to push back the 

starting date for payment of compensation to April 1, 2020. As of this date, despite repeated promises, 

Aquila had still not finalized or executed the Carried Interest Documents or contributed any of the 

promised equity interests to FSCP Co-Investment I. 

65. In March 2020, AFV Partners completed the acquisition of United Kingdom based 

RocketRoute Ltd. Ryan was central to completing the transaction and immediately joined its board of 

directors along with Aquila and Giger. Ryan remains listed on the United Kingdom’s Companies House 

website as an active director of RocketRoute’s affiliated U.K. entities, AFVP Holdings I Ltd. and 

Aviantis Ltd. 

66. Shortly thereafter and through May 2020, Aquila directed Ryan and other AFV Partners’ 

employees to begin moving certain full-time positions at APG in Castle Rock, Colorado to AF Ventures 

and AFV Partners in Argyle, Texas, to jointly serve the needs of APG and Aquila’s personal real estate 

investments. Ryan became increasingly concerned about the practicality of this arrangement, the 

potential negative impact on APG’s business and the conflicts of interest this could create with AFV 

Partners’ investors and in connection with AFV Partners’ pending investment advisor registration. 

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67. Aquila gave further directives to defer compensation earned by APG employees and 

refused to pay outstanding transaction fees owed to certain law firms and other vendors. Ryan raised 

these concerns with Aquila and Giger, but such concerns were dismissed. 

68. On or about April 1, 2020, Ryan confronted Aquila about the slow-down in the economy 

related to COVID-19, the extensive delays in payment of compensation, contribution of the promised 

equity interests to FSCP Co-Investment I and finalization and execution of the Carried Interest 

Documents. Ryan expressed his concern over AFV Partners failure to pay the agreed compensation and 

his need for regular income. 

69. Aquila reacted negatively to the conversation, became verbally hostile and accused 

Ryan of not trusting him. Thereafter, Aquila attempted to convince Ryan to accept a lower salary than 

previously agreed and committed to finalizing the carried interest grants. Ryan rejected Aquila’s 

proposal to accept a reduction in salary. 

70. On April 21, 2020, having worked almost a year without payment of any 

compensation, Ryan agreed to execute a third Secured Promissory Notes with FSCP Co-Investment I 

in the amount of $100,000 (“Promissory Note 3”), in reliance on Aquila’s representation that he would 

satisfy the promised salary and carried interest immediately after finalizing their collective efforts on a 

project they were working on. (See attached Ex. 5). 

Termination of Ryan Aprill’s Employment with AFV Partners. 

71. On or about May 15, 2020, Ryan and Aquila reviewed the value of AFV Partners current 

investments and the aggregate estimated value of the firm’s carried interest. Based on assumptions 

provided by Aquila, their collective analysis supported a fair market value of AFV Partners’ total 

carried interest as high as approximately $250.0 million. 

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72. On or about May 21, 2020, Ryan received inquiries from an investor regarding the status 

of AFV Partners’ financial budget and Aquila’s commitment to invest $100 million in AFV Partners 

and the SPVs alongside their investments. After reviewing AFV Partners’ current financial statements, 

Ryan learned that AFV Partners had been paying Aquila’s personal Gulfstream expenses without 

reimbursement. 

73. As a result, Ryan grew concerned over Aquila’s failure to satisfy any portion of his 

commitment and related representations he made to investors, his use of company resources for his 

own benefit and his lack of adherence to corporate formalities at APG. 

74. On or about May 23, 2020, Ryan’s personal attorney contacted Aquila over the 

company’s failure to pay Ryan his agreed upon compensation and his failure to execute the Carried 

Interest Documents. While Aquila assured Ryan’s attorney his compensation would be paid, and the 

carried interest would be documented by August 2020, Aquila reacted negatively to the phone call. 

75. That evening Aquila called Ryan and told him that AFV Partners may be the wrong 

environment for Ryan to work. Aquila offered to have FSCP Co-Investment I forgive its loans to Ryan, 

and the parties go their separate ways. Ryan rejected that proposal and demanded the agreed upon cash 

compensation and carried interest allocation. 

76. Aquila instructed Ryan to prepare for an important presentation to key investors in AFV 

Partners which was scheduled to take place on May 27, 2020. Ryan spent the Memorial Day weekend 

preparing the presentation and sent it to Aquila. Shortly thereafter, Aquila removed Ryan’s e-mail 

calendar invite and told him the presentation was cancelled and not rescheduled. 

77. On May 29, 2020, Ryan sent a demand letter, through his attorney, to Aquila and AFV 

Partners for payment of his cash compensation and carried interest. 

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78. On June 2, 2020, Ryan attended a Sportradar board meeting and during the meeting 

Aquila e-mailed Ryan requesting that Ryan leave the meeting. Immediately thereafter, Aquila 

terminated Ryan’s employment without cause. 

79. Despite repeated demands, Aquila and AFV Partners failed to pay Ryan his agreed 

upon, salary, bonus or the value of his carried interest. 

80. The equity interest in FSCP Co-Investment I to which Ryan is entitled is currently 

estimated to be valued between $8.0 million and $22.0 million, subject to appreciation based on the 

performance of Sportradar and other investments contributed to FSCP Co-Investment I. 

81. On or about June 19, 2020, Ryan received a payment of the net amount of $190,490.92, 

after he had incurred substantial attorneys’ fees to obtain a portion of what he is indisputably owed. 

The payment came from an unknown entity identified as Anthony Aquila Sole MBR. 

82. Beginning in the spring of 2019 and continuing until his wrongful termination in June 

2020, Aquila relied on and benefited from Ryan’s expertise and efforts and Aquila identified Ryan as 

an employee and co-founding member of AFV Partners to investors and other third parties. The firm 

successfully raised over a quarter of a billion dollars from investors and invested those funds in dynamic 

technology businesses. Ryan played a key and essential role in creating and marketing the new venture 

to some of the world’s largest and most sophisticated institutional investors, creating valuable 

intellectual property, operating and overseeing its businesses and investments, identifying and selecting 

prospective companies to invest in, executing investments, negotiating with investors and building key 

relationships and goodwill worth millions. 

83. In large part due to Ryan’s efforts, the value of AFV Partners’ carried interest is 

currently worth upwards of $250.0 million and is growing in value. Additionally, by completing the 

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investments in Sportradar, Ryan assisted Aquila in earning a valuable equity stake in Sportradar. 

Without Ryan’s assistance none of this would have been achieved. 

84. Despite these efforts and significant accomplishments, and the terms and conditions of 

Ryan’s employment and representations and promises made to him and the trust and confidence 

justifiably placed in him, Aquila, AF Ventures and AFV Partners have refused to pay Ryan the 

promised salary or any bonus at all, have refused to finalize and execute the Carried Interest Documents, 

and have failed to adequately compensate him for his efforts. The unwarranted delay in executing the 

Carried Interest Documents has caused significant economic harm to Ryan as its value continues to rise 

over time and the appreciation that rightfully belongs to Ryan is being withheld. 

Tom Aprill Hired as Head of Human Resources for AFV Partners. 

85. Tom Aprill is the father of Ryan Aprill. 

86. Tom previously served as a Partner at Heads International, a global executive search 

firm. On about August 30 2019, Tom left Heads International to join DHR International as a Partner 

serving their Technology and Business Consulting Practice. Prior to his employment at Heads 

International, Tom held a senior level position at Accenture. 

87. Tom was first introduced to Aquila in August 2018 at a business dinner in San 

Francisco, California requested by Aquila. Tom began working for Aquila as a consultant in October 

2018, when Heads International was retained by Solera Group to perform an executive search. 

88. On or about April 19, 2019, Tom was contacted by Aquila regarding joining the new 

venture he was planning, AFV Partners. 

89. On or about June 14, 2019, Tom was contacted again by Aquila on behalf of AFV 

Partners, to inquire if Tom was interested in a temporary or permanent employment position at AFV 

Partners. No agreement was reached by the parties at that time. 

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90. In November of 2019, Aquila contacted Tom for a third time to discuss hiring Tom for 

approximately 9-12 months to recruit employees to work for AFV Partners and its other companies. 

91. On November 25, 2019, Tom traveled to Dallas, TX to meet with Aquila and one of its 

clients, a Texas based billionaire, to discuss staffing needs for a technology consulting engagement 

undertaken by AFV Partners. After that meeting, Tom informed Aquila that he was not interested in a 

short-term employment contract as he was employed full-time by DHR International at that time. 

92. Aquila showed Tom the Heidrick & Struggles compensation report and advised him that 

if he came to work for AFV Partners, he would be considered a Vice-President level executive and 

would receive a commensurate base level salary, bonus and carried interest allocation as part of his 

compensation. 

93. Aquila then offered Tom a full-time position as the head of Human Resources for AFV 

Partners and its other companies. Aquila offered Tom an annual salary of $164,000, an annual bonus 

of $155,000, and a carried interest allocation with a value of approximately $1.5 million (subject to 

future appreciation based on investment performance) based on the H&S report and methodology. 

Tom’s resulting equity interest in FSCP Co-Investment I based on the proposed contribution is 

currently valued between $2.5 million and $7.5 million, and continues to increase in value. 

94. In reliance on Aquila’s offer of employment with AFV Partners, Tom resigned his 

position as a partner with DHR International and accepted Aquila’s employment offer. 

95. Tom began his employment with AFV Partners effective November 25, 2019, and 

worked on average over 80 hours per week attempting to fill the human resource and staffing needs of 

AFV Partners and its related companies. Tom provided substantial services including but not limited 

to serving as the Head of Human Resources for AFV Partners, AF Ventures, APG and all of their 

related entities, which included designing and implementing all HR functions, conducting market 

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intelligence for benefits programs, processing employee bonus payouts for 2019, salary reviews and 

recommendations, recruitment activity, monthly employee reviews, and handling of employee 

disputes. Neither AFV Partners, nor its affiliated companies had any other HR employees on their 

payroll. 

96. Shortly after starting his employment, Tom was informed by Giger that payment of his 

salary would be deferred and that he would need to sign a Promissory Note in order to receive any 

payment from AFV Partners. Giger assured Tom that the loan proceeds would be treated as an advance 

on his carried interest and the “Tony would take care of [him].” Giger led Tom to believe that all the 

other co-founders were entering into similar loan agreements. 

97. In order to receive funds to live off of, on December 5, 2019, Tom executed a Secured 

Promissory Note with FSCP Co-Investment I in the amount of $100,000 (“Promissory Note 4”). This 

Note was secured by a first priority security interest in Tom’s equity interests in FSCP Co-Investment 

I. (See attached Ex. 6). 

98. Between November 25, 2019 and June 2020, Tom devoted his full-time working efforts 

to AFV Partners and despite repeated promises of payment of compensation by Aquila, AFV Partners 

never paid any salary or bonuses to Tom and Aquila failed to execute the Carried Interest Documents 

allocating any portion of the Carried Interest to Tom. 

99. On May 29, 2020, Tom sent a demand letter, through his attorney, to Aquila and AFV 

Partners for payment of cash compensation and his carried interest. 

100. In response, on June 2, 2020, Aquila terminated Tom’s employment without cause. 

101. On or about June 19, 2020, Tom received a payment of the net amount of $55,786. The 

payment came from an unknown entity identified as Anthony Aquila Sole MBR. The payment 

constitutes only a portion of what Tom is indisputably owed. 

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Count I 

Breach of Employment Contract - Ryan Aprill 

(Against Defendants AF Ventures and AFV Partners) 

102. Plaintiff Ryan Aprill repeats, realleges and incorporates by reference the allegations 

in paragraphs 1 through 84 as though fully set forth herein. 

103. On or about August 4, 2019, Aquila offered Ryan full time employment as a Principal 

with AF Ventures and its affiliates, with a starting annual salary of $250,000 with an increase to 

$350,000 come when they closed their first investment or bought their first company, plus bonus and a 

percentage in the firms’ carried interest in its investments. 

104. At that time, Ryan informed Aquila that he was only willing to leave his employment at 

Chaifetz Group if he was granted a carried interest allocation consistent with what is customary for a 

co-founder in a new private equity fund. Aquila agreed and instructed Ryan to finalize payroll and 

employment documents with Lori McCutcheon, the CFO of AF Ventures. 

105. On August 5, 2020, Ryan received a letter from Lori McCutcheon outlining the terms 

of the employment offer from AF Ventures. The terms of the offer contemplated that Ryan’s 

employment agreement would be assigned by AF Ventures to AFV Founders Select Capital Partners 

LLC, now known as AFV Partners. That same day Ryan sent to Lori McCutcheon his proposed 

revisions to the employment offer, which included his entitlement to a percentage of carried interest as 

part of his overall compensation package. 

106. In the evening of August 5, 2019, Lori McCutcheon accepted Ryan’s revisions and the 

parties’ contract was formed. 

107. In reliance thereon, Ryan resigned from his employment with Chaifetz Group. 

108. Notwithstanding, the agreed offer letter was never tendered to Ryan for signature. 

109. Ryan began his employment with AFV Partners on August 7, 2019. 

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110. In October 2019, after closing two large investments on behalf of AFV Partners, Aquila 

represented to Ryan that his total compensation package, including carried interest, would be 

commensurate with that of a “Principal” for a fund size of $500M - $749M as set forth in the H&S 

Report. Based on that report, Aquila set Ryan’s annual salary at $236,000, annual bonus at $234,000 

and allocation of carried interest valued at $4,612,000, subject to future appreciation based on 

investment performance. 

111. Between August 7, 2019 and June 2, 2020, Ryan worked full time for AFV Partners. 

112. During that period, AFV Partners and its affiliates successfully raised over a quarter of 

a billion dollars from investors and invested those funds in dynamic technology businesses known as 

Sportradar, APG and RocketRoute. Ryan played a central and essential role in creating and marketing 

the new venture, creating valuable intellectual property, overseeing its businesses and investments, 

identifying and selecting the companies to invest in, executing its investments, negotiating with 

investments and in building key relationships and goodwill worth millions. Notwithstanding Ryan’s 

efforts, AF Ventures and AFV Partners failed to pay Ryan any of his agreed upon salary or bonus. 

113. In addition, Aquila failed to finalize or execute the Carried Interest Documents 

allocating Ryan’s share of the equity interests in the SPV’s and AFV Partners failed to make the 

required contribution to FSCP Co-Investment I. 

114. Left with no income, Aquila compelled Ryan to enter into a series of loans from FSCP 

Co-Investment I, documented by three (3) of Secured Promissory Notes. See attached Ex.’s 3, 4 and 

5, collectively (the Notes”). 

115. Aquila assured Ryan that the Notes were secured by Ryan’s carried interest and would 

be treated as an advance against future distributions. 

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116. Despite repeated promises of payment of compensation by Aquila, AF Ventures and 

AFV Partners never paid any salary or bonuses to Ryan and Aquila failed to execute the Carried Interest 

Documents allocating the carried interest to Ryan and the other co-founding members. 

117. The failure of AF Ventures and AFV Partners to pay Ryan his salary or bonus pursuant 

to his employment contract constitutes a breach of contract. 

118. Additionally, the failure of Aquila to finalize and execute the Carried Interest 

Documents and the failure of AFV Partners to contribute Ryan’s share of the carried interest to FSCP 

Co-Investment I constitutes a breach of contract. 

119. The equity interest in FSCP Co-Investment I to which Ryan is entitled is currently 

estimated to be valued between $8.0 million and $22.0 million, subject to continued appreciation based 

on the performance of Sportradar and other investments contributed to FSCP Co-Investment I. 

120. Ryan has fully performed his obligations under his employment agreement and created 

substantial value for AF Ventures and AFV Partners. 

121. As a direct and proximate result of the above breaches by AF Ventures and AFV 

Partners, Ryan has suffered damages in excess of $5,000,000. 

WHEREFORE, Ryan Aprill respectfully requests that this Court enter judgment in his favor 

and against defendants AF Ventures and AFV Partners, in an amount in excess of $5,000,000 to be 

determined at trial of this matter, plus interest, attorney’s fees where applicable, and costs of bringing 

this action. 

Count II 

Violation of Wage Payment and Collection Act - 820 ILCS 115

 (Against Defendants Aquila, AF Ventures and AFV Partners) 

122. Plaintiff Ryan Aprill repeats, reallges and incorporates by reference the allegations in 

paragraphs 1 through 84 as though fully set forth herein. 

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123. Section 3 of the Illinois Wage Payment and Collection Act, 820 ILCS 115/1 et seq. 

(“Wage Payment Act”), provides: “Every Employer shall be required, at least semi-monthly, to pay 

every employee all wages earned during the semi-monthly period. Wages of executive, administrative 

and professional employees . . . may be paid once a month. 820 ILCS 115/3. 

124. Section 4 of the Wage Payment Act provides that such wages shall be paid not later than 

13 days after the end of the pay period in which such wages were earned, or in the case of executive, 

administrative and professional employees such wages may be paid on or before 21 calendar days after 

the period during which they were earned. 820 ILCS 115/4. 

125. Additionally, section 5 of the Wage Payment Act requires all employers to pay final 

compensation to separated employees in full at the time of separation but no later than the next 

scheduled pay period. See 820 ILCS 115/5. 

126. Pursuant to Ryan’s employment agreement he was entitled to an initial starting salary 

of $250,000, plus annual bonus and an allocation of AFV Partner’s carried interest in the SPV’s, with 

an increase to $350,000 to come when they closed additional investor funds or bought their first 

company. 

127. Aquila subsequently represented to Ryan that his total compensation package, including 

carried interest, would be commensurate with that of a “Principal” for a fund size of $500M - $749M 

as set forth in the H&S Report. Based on that report, Aquila set Ryan’s annual salary at $236,000, 

annual bonus at $234,000 and allocation of carried interest valued at $4,612,000, subject to appreciation 

based on the performance of Sportradar and other investments contributed to FSCP Co-Investment I. 

128. Between August 7, 2019 and June 2, 2020, Ryan devoted his full-time efforts to AF 

Ventures, AFV Partners and their affiliates. 

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129. During his employment, despite repeated promises of payment of compensation, 

neither AF Ventures nor AFV Partners paid any portion salary or bonuses to Ryan in direct violation 

of the Sections 3 and 4 of the Wage Payment Act. 

130. Left with no regular income, Ryan was compelled to enter into loan agreements with 

FSCP Co-Investment I, purportedly secured by Ryan’s allocation of carried interest. 

131. Notwithstanding, Aquila failed to execute the Carried Interest Documents allocating any 

portion of the carried interest to Ryan. Neither AF Ventures nor AFV Partners paid Ryan for the value 

of the carried interest he was promised. 

132. On June 2, 2020, Aquila terminated Ryan’s employment with AF Ventures and AFV 

Partners without cause and in retaliation for Ryan’s demand to be paid in accordance with the Wage 

Payment Act. 

133. Upon his termination, neither AF Ventures nor AFV Partners paid Ryan any portion of 

his earned salary, his earned bonus and failed to pay him for the value of the carried interest he earned 

during his employment. 

134. The equity interest in FSCP Co-Investment I to which Ryan is entitled is currently 

estimated to be valued between $8.0 million and $22.0 million, subject to continued appreciation based 

on the performance of Sportradar and other investments contributed to FSCP Co-Investment I. 

135. Both AF Ventures and AFV Partners have knowingly and intentionally failed and 

refused to pay Ryan his final compensation in direct violation of section 5 of the Wage Payment Act. 

136. On or about June 19, 2020, after his termination, Ryan received a check from an entity 

identified as Anthony Aquila Sole MBR in the net amount of $190,490.92. 

137. This payment is insufficient to compensate Ryan for his earned salary, his earned bonus 

and for the value of the carried interest he earned during his employment. 

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138. The actions of AF Ventures and AFV Partners are in violation of sections 3, 4 and 5 of 

the Wage Payment Act. 

139. At all relevant times Aquila was the responsible agent in control of AF Ventures and 

AFV Partners, and Aquila willfully and deliberately refused to pay Ryan all compensation due to him. 

140. As a direct and proximate result of the actions of Aquila, AF Ventures and AFV 

Partners, Ryan has suffered damages in excess of $5,000,000. In addition, Ryan is entitled to penalties 

and recovery of his attorney’s fees and costs of this action pursuant to 820 ILCS 115/14 and 705 ILCS 

225/1. 

 WHEREFORE, Ryan Aprill respectfully requests that this Court enter judgment in his favor 

and against defendants Aquila, AF Ventures and AFV Partners, in an amount in excess of $5,000,000 

plus interest, penalties and attorney’s fees and costs of this action. 

Count III 

Breach of Fiduciary Duty 

(Against Defendant Aquila) 

141. Plaintiff Ryan Aprill repeats, reallges and incorporates by reference the allegations in 

paragraphs 1 through 84 as though fully set forth herein. 

142. Aquila is a very wealthy and experienced entrepreneur who holds himself out as having 

been involved in over 70 transactions worth more than $15.0 billion in transaction value. 

143. Aquila controlled all aspects of AF Ventures, AFV Partners, AFV Management, the 

SPVs and their affiliates. 

144. In July and August of 2019, Aquila recruited Ryan to work for AF Ventures, AFV 

Partners and his family of companies. Aquila promised Ryan an initial staring salary of $250,000, plus 

bonus and carried interest, with an increase to $350,000 to come when they closed their first investment 

or bought their first company. 

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145. To induce Ryan to work for his companies, Aquila represented to Ryan that he had 

committed to invest $100 million of his own funds into AFV Partners. 

146. In addition, Aquila and Giger provided Ryan with an analysis which targeted the value 

of Ryan’s carried interest at $15.9-$18.0 million. 

147. In reliance on these representations, Ryan justifiably placed his trust and confidence in 

Aquila when he agreed to give up a promising and lucrative career to work for Aquila and his family 

of companies. 

148. Ryan sacrificed his career with Chaifetz Group to begin his employment with AF 

Ventures and AFV Partners, and as a result Aquila gained substantial influence and superiority over 

Ryan. 

149. As a result of this special circumstance, Aquila owed him fiduciary duties of loyalty, 

good faith, reasonable care and fairness. Ryan’s future income and financial well-being were 

dependent upon Aquila honoring his word and acting honestly and in good faith. 

150. Ryan devoted his full-time efforts to Aquila, AF Ventures, AFV Partners, AFV 

Management, the SPVs and their affiliates. The firms successfully raised over a quarter of a billion 

dollars from investors and invested those funds in dynamic technology businesses. 

151. In October 2019, after closing deals with at least two investors, Aquila represented to 

Ryan that his total compensation package, including carried interest, would be commensurate with that 

of a “Principal” for a fund size of $500M - $749M as set forth in the H&S Report. Based on that report 

and methodology, Aquila set Ryan’s annual salary at $236,000, annual bonus at $234,000 and 

allocation of carried interest valued at $4,612,000, subject to future appreciation based on investment 

performance. 

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152. In large part due to Ryan’s efforts, Ryan assisted Aquila in earning a valuable equity 

stake in Sportradar. Without Ryan’s assistance none of this would have been achieved. 

153. Notwithstanding, Aquila never made the $100 million investment into AFV Partners. 

154. Additionally, despite Ryan’s efforts and significant accomplishments, Aquila failed to 

pay Ryan the promised salary or bonus, failed to finalize and execute the Carried Interest Documents 

and failed to cause AFV Partners and AFV Management to make the required carried interest 

contributions to FSCP Co-Investment I. 

155. Left with no regular income, Aquila compelled Ryan to enter into three separate loan 

agreements with FSCP Co-Investment I, purportedly secured by Ryan’s allocation of carried interest. 

156. When Ryan confronted Aquila over his failure to pay his compensation or award him 

his carried interest, Aquila responded by terminating his employment in the midst of the COVID-19 

pandemic. 

157. The actions of Aquila were in bad faith and constitute a breach of his fiduciary duties. 

158. As a direct and proximate result of the actions of Aquila, Ryan has suffered damages in 

excess of $5,000,000. 

WHEREFORE, Ryan Aprill respectfully requests that this Court enter judgment in his favor 

and against defendant Aquila, in an amount in excess of $5,000,000 to be determined at trial of this 

matter, plus interest, attorney’s fees where applicable, and costs of bringing this action.

Count IV 

Breach of Covenant of Good Faith and Fair Dealing 

(Against Defendants AF Ventures and AFV Partners) 

(Alternative Count) 

159. Plaintiff Ryan Aprill repeats realleges and incorporates by reference the allegations in 

paragraphs 1 through 84 as though fully set forth herein. 

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160. On or about August 4, 2019, Aquila offered Ryan full time employment as a Principal 

with Aquila Family Ventures, LLC and its affiliates, with a starting annual salary of $250,000 plus 

bonus, with an increase to $350,000 to come when they closed their first investment or bought their 

first company, and a percentage in the firms’ carried interest in its investments. 

161. The terms of Ryan’s employment offer were agreed to in an exchange of draft letters 

dated August 5, 2019, between Ryan and Lori McCutcheon, the CFO of Aquila Family Ventures, LLC. 

162. It was expressly agreed to by both parties that the terms of the employment agreement 

would be assigned by AF Ventures to AFV Partners, and would be binding with respect to Ryan’s 

employment with AFV Partners. 

163. Ryan accepted the offer of employment, and in reliance thereon resigned from his 

employment with Chaifetz Group. 

164. Ryan began his employment with AFV Partners on August 7, 2019. 

165. Between August 7, 2019 and June 2, 2020, Ryan worked full time for AFV Partners. 

166. In October 2019, after closing deals with at least two investors, Aquila represented to 

Ryan that his total compensation package, including carried interest, would be commensurate with that 

of a “Principal” for a fund size of $500M - $749M as set forth in the H&S Report. Based on that report 

and methodology, Aquila set Ryan’s annual salary at $236,000, annual bonus at $234,000 and 

allocation of carried interest valued at $4,612,000, subject to future appreciation based on investment 

performance. 

167. Notwithstanding Ryan’s efforts, AF Ventures and AFV Partners both failed to pay Ryan 

any portion of his agreed upon salary or bonus during the course of his employment. 

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168. In addition, Aquila failed to finalize and execute the Carried Interest Documents 

allocating Ryan’s share of the equity interests in the SPV’s, and AFV Partners and AFV Management 

failed to make the required contributions to FSCP Co-Investment I. 

169. Left with no income, Aquila forced Ryan to enter into a series of loans from FSCP CoInvestment I, documented by three (3) of Secured Promissory Notes. See attached Ex.’s 3, 4 and 5. 

170. Aquila assured Ryan that the Notes were secured by Ryan’s carried interest and would 

be treated as an advance against future distributions. 

171. Despite repeated promises of payment of compensation by Aquila, neither AF Ventures 

nor AFV Partners never paid any salary or bonuses to Ryan and Aquila failed to execute the Carried 

Interest Documents allocating the carried interest to Ryan or the other founding members. 

172. To the extent Aquila retained any discretion over the timing and payment of Ryan’s 

compensation, he abused that discretion. 

173. The failure of AF Ventures and AFV Partners to pay Ryan his salary or bonus pursuant 

to his employment contract, and the failure of Aquila to finalize and execute the Carried Interest 

Documents or contribute Ryan’s share of the carried interest to FSCP Co-Investment I constitutes a 

breach of the covenant of good faith and fair dealing. 

174. The equity interest in FSCP Co-Investment I to which Ryan is entitled is currently 

estimated to be valued between $8.0 million and $22.0 million, subject to continued appreciation based 

on the performance of Sportradar and other investments contributed to FSCP Co-Investment I. 

175. Ryan has fully performed his obligations under his employment agreement and created 

substantial value for AF Ventures and AFV Partners. 

176. As a direct and proximate result of the above breaches by AF Ventures and AFV 

Partners, Ryan has suffered damages in excess of $5,000,000. 

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WHEREFORE, Ryan Aprill respectfully requests that this Court enter judgment in his favor 

and against defendants AF Ventures and AFV Partners, in an amount in excess of $5,000,000 to be 

determined at trial of this matter, plus interest, attorney’s fees where applicable, and costs of bringing 

this action. 

Count V 

Promissory Estoppel 

(Against Defendants Aquila, AF Ventures, AFV Partners and AFV Management) 

(Alternative Count) 

177. Plaintiff Ryan Aprill repeats, realleges and incorporates by reference the allegations in 

paragraphs 1 through 84 as though fully set forth herein. 

178. On or about August 4, 2019, Aquila, acting on behalf of AF Ventures and AFV Partners 

made an unambiguous promise to Ryan to hire him as a Principal, with a starting annual salary of 

$250,000, with an increase to $350,000 to come when they closed their first investment or bought their 

first company, plus bonus and a percentage in the firm’s carried interest in its investments. 

179. Ryan reasonably relied on Aquila’s promise and in response resigned from his 

employment at Chaifetz Group to go to work for AF Ventures and AFV Partners. 

180. Ryan’s reliance was expected and foreseeable by Aquila, AF Ventures and AFV 

Partners. 

181. Thereafter, Ryan devoted his full-time efforts to the Aquila, AF Ventures, AFV Partners 

and their affiliates. The firms successfully raised over a quarter of a billion dollars from investors and 

invested those funds in dynamic technology businesses. Aprill played a central and key role in creating 

and marketing the new venture, developing valuable intellectual property, overseeing its businesses 

and investments, identifying and selecting the companies to invest in, executing its investments, 

negotiating with investments and in building key relationships and goodwill worth millions. 

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182. In October 2019, after closing deals with at least two investors, Aquila represented to 

Ryan that his total compensation package, including carried interest, would be commensurate with that 

of a “Principal” for a fund size of $500M - $749M as set forth in the H&S Report. Based on that report 

and methodology, Aquila set Ryan’s annual salary at $236,000, annual bonus at $234,000 and 

allocation of carried interest valued at $4,612,000, subject to future appreciation based on investment 

performance. 

183. In large part due to Ryan’s efforts, the value of AFV Partners’ investments has increased 

dramatically. As a result, AFV Partners’ carried interest is currently worth upwards of $250.0 million 

and is rapidly growing in value. Additionally, by consummating the Sportradar investments, Ryan 

assisted Aquila in earning a valuable equity stake in Sportradar. Without Ryan’s assistance none of this 

would have been achieved. 

184. Despite these efforts and significant accomplishments, Aquila, AF Ventures and AFV 

Partners have refused to pay Ryan the promised salary or any salary or bonus at all, have refused to 

finalize and execute the Carried Interest Documents and have failed to adequately compensate him for 

his efforts. 

185. Despite repeated demands, Aquila, AF Ventures and AFV Partners failed to pay Ryan 

his promised salary, bonus and carried interest. 

186. On January 3, 2020, AFV Partners closed the acquisition of APG through SPV-3. AFV 

Partners’ carried interest in APG is currently held by AFV Management. 

187. In connection with Promissory Note 2, Aquila promised and represented that AFV 

Management would contribute the carried interest in APG to FSCP Co-Investment I, increasing the 

value of Ryan’s and the other co-founders’ Class B Units. 

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188. Ryan relied on this representation in agreeing to execute Promissory Note 2, and his 

reliance was reasonable and foreseeable. 

189. AFV Management failed to contribute its carried interest in APG to FSCP CoInvestment I as promised. 

190. The equity interest in FSCP Co-Investment I to which Ryan is entitled is currently 

estimated to be valued between $8.0 million and $22.0 million, subject to continued appreciation based 

on the performance of Sportradar and other investments contributed to FSCP Co-Investment I. 

191. As a result of his reliance, Ryan has suffered damages in excess of $5,000,000. 

WHEREFORE, Ryan Aprill respectfully requests that this Court enter judgment in his favor 

and against defendants Aquila, AF Ventures, AFV Partners and AF Management, in an amount in 

excess of $5,000,000 to be determined at trial of this matter, plus interest, attorney’s fees where 

applicable, and costs of bringing this action. 

Count VI 

Unjust Enrichment 

(Against Defendants Aquila, AF Ventures, AFV Partners and AFV Management) 

(Alternative Count) 

192. Plaintiff Ryan Aprill repeats, reallges and incorporates by reference the allegations in 

paragraphs 1 through 84 as though fully set forth herein. 

193. Between August 7, 2019 and June 2, 2020, Ryan devoted his full-time efforts to the 

Aquila, AF Ventures, AFV Partners, AFV Management and their affiliates. The firms successfully 

raised over a quarter of a billion dollars from investors and invested those funds in dynamic technology 

businesses. Ryan played a central role in creating and marketing the new venture, developing valuable 

intellectual property, overseeing its businesses and investments, identifying and selecting the 

companies to invest in, executing its investments, negotiating with investments and in building key 

relationships and goodwill worth millions. 

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194. In large part due to Ryan’s efforts, the value of AFV Partners’ investments has increased 

dramatically. As a result, AFV Partners’ carried interest is currently worth upwards of $250.0 million 

and is rapidly growing in value. Additionally, by consummating the Sportradar investments, Ryan 

assisted Aquila in earning a valuable equity stake in Sportradar. Without Ryan’s assistance none of this 

would have been achieved. 

195. Ryan had a reasonable expectation of being compensated for his services. 

196. Defendants Aquila, AF Ventures and AFV Partners received and retained the benefit of 

Ryan’s services without adequately paying for such services. 

197. As a result, defendants have been unjustly enriched and have defeated the reasonable 

expectations of Ryan. 

198. Ryan is entitled to be compensated for the reasonable value of his services. 

199. The reasonable value of Ryan’s services exceeds $ $5,000,000. 

WHEREFORE, Ryan Aprill respectfully requests that this Court enter judgment in his favor 

and against defendants Aquila, AF Ventures and AFV Partners, in an amount in excess of 

$5,000,000 to be determined at trial of this matter, plus interest, attorney’s fees where applicable, 

and costs of bringing this action. 

Count VII 

Equitable Estoppel 

(Against Defendants Aquila and FSCP Co-Investment I) 

(Alternative Count) 

200. Plaintiff Ryan Aprill repeats, reallges and incorporates by reference the allegations in 

paragraphs 1 through 84 as though fully set forth herein. 

201. Defendant Aquila, individually and on behalf of AF Ventures and AFV Partners 

knowingly and intentionally made the following false representations designed to induce Ryan to leave 

a lucrative job at Chaifetz Group and accept employment with AF Ventures and AFV Partners. Aquila 

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represented to Ryan that he would be hired as a Principal, with a starting annual salary of $250,000 

plus bonus, with an increase to $350,000 to come when they closed their first investment or bought 

their first company, and a percentage in the firms’ carried interest in its investments. 

202. In October 2019, after closing deals with at least two investors, Aquila represented to 

Ryan that his total compensation package, including carried interest, would be commensurate with that 

of a “Principal” for a fund size of $500M - $749M as set forth in the H&S Report. Based on that report 

and methodology, Aquila set Ryan’s annual salary at $236,000, annual bonus at $234,000 and 

allocation of carried interest valued at $4,612,000, subject to future appreciation based on investment 

performance. 

203. These representations were false, and Aquila knew they were false when he made them 

as neither Aquila, nor AF Ventures or AFV Partners ever intended to pay Ryan his salary and bonus, 

and Aquila never intended to grant Ryan any share of the carried interest. 

204. Ryan relied on these representations in deciding to resign from his employment at 

Chaifetz Group and accept employment with AF Ventures and AFV Partners. 

205. Ryan’s reliance on these representations was reasonable and foreseeable. 

206. Despite repeated demands, Aquila, AF Ventures and AFV Partners failed to pay Ryan 

his agreed upon salary, bonus and carried interest. 

207. Left with no regular income, Ryan was compelled to enter into three separate loan 

agreements with FSCP Co-Investment I in the aggregate amount of $300,000. See Ex.’s 3, 4 and 5. 

208. Pursuant to the terms of the Notes, the loans were to be secured by Ryan’s allocation of 

carried interest. 

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209. Notwithstanding, Aquila failed to finalize or execute the Carried Interest Documents 

allocating any portion of the carried interest to Ryan. Additionally, neither AF Ventures nor AFV 

Partners paid Ryan for the value of the carried interest he was promised. 

210. On January 3, 2020, AFV Partners closed the acquisition of APG through SPV-3. AFV 

Partners’ carried interest in APG is currently held by AFV Management. 

211. In connection with Promissory Note 2, Aquila promised and represented that AFV 

Management would contribute the carried interest in APG to FSCP Co-Investment I, increasing the 

value of Ryan’s and the other co-founders’ Class B Units. 

212. Ryan relied on this representation in agreeing to execute Promissory Note 2, and his 

reliance was reasonable and foreseeable. 

213. AFV Management failed to contribute its carried interest in APG to FSCP CoInvestment I as promised. 

214. On May 29, 2020, Ryan sent a demand letter, through his attorney, to Aquila and AFV 

Partners for payment of cash compensation and his carried interest. 

215. In response, on June 2, 2020, Aquila terminated Ryan’s employment with AF Ventures 

and AFV Partners without cause. 

216. Aquila knowingly and intentionally induced Ryan to accept employment with AF 

Ventures and AFV Partners with false promises of salary, bonuses and carried interest. 

217. Aquila never intended to honor his promises, and compelled Ryan to enter into the Notes 

with FSCP Co-Investment I in order to receive payment for his services. 

218. As a result of Aquila’s wrongful conduct, FSCP Co-Investment I should be estopped 

from attempting to enforce the Notes. 

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WHEREFORE, Ryan Aprill respectfully requests that this Court enter judgment in his favor 

and against defendants Aquila and FSCP Co-Investment I, declaring the terms of the Notes invalid, 

estopping FSCP Co-Investment I from attempting to enforce the terms of the Notes and awarding him 

his attorney’s fees and costs of bringing this action. 

Count VIII 

Fraudulent Inducement – Ryan Aprill 

 (Against Defendants Aquila, AF Ventures and AFV Partners) 

(Alternative Count) 

219. Plaintiff Ryan Aprill repeats, reallges and incorporates by reference the allegations in 

paragraphs 1 through 84 as though fully set forth herein. 

220. Defendant Aquila, individually and on behalf of AF Ventures and AFV Partners 

knowingly and intentionally made the following false representations designed to induce Ryan to leave 

a lucrative job at Chaifetz Group and accept employment with AF Ventures and AFV Partners: 

a. Aquila represented that he would be investing $100 million of his own funds to 

start up AFV Partners; 

b. Aquila represented to Ryan that his departure from Solera Group was voluntary; 

c. Aquila represented to Ryan that he would be hired as a Principal, with a starting 

annual salary of $250,000 plus bonus, with an increase to $350,000 to come when 

they closed their first investment or bought their first company, and a percentage in 

the firms’ carried interest in its investments; 

d. Aquila and Giger provided Ryan with an analysis prepared by Renato Giger which 

valued Ryan’s carried interest at an estimated $15.9-$18.0 million; 

e. Aquila represented to Ryan that his total compensation package, including carried 

interest, would be commensurate with that of a “Principal” for a fund size of 

$500M - $749M as set forth in the H&S Report. Based on that report, Aquila set 

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Ryan’s annual salary at $236,000, annual bonus at $234,000 and allocation of 

carried interest valued at $4,612,000, subject to future appreciation based on 

investment performance. 

221. These representations were false, and Aquila knew they were false when he made them, 

as Ryan now knows that neither Aquila, nor AF Ventures or AFV Partners ever intended to pay Ryan 

his salary and bonus, and Aquila never intended to grant Ryan any share of the carried interest. 

222. This was all part of a scheme by Aquila to use Ryan’s knowledge and expertise to raise 

investor funds for Aquila’s own personal benefit, and he never intended to pay Ryan the compensation 

he was promised. 

223. Additionally, Aquila did not and never intended to invest $100 million of his own funds 

to start up AFV Partners. 

224. Ryan relied on these representations in deciding to resign from his employment at 

Chaifetz Group and accept employment with AF Ventures and AFV Partners. 

225. Ryan would not have resigned from his employment at the Chaifetz Group but for the 

representations of Aquila. 

226. Aquila further represented to Ryan that the Notes he entered into with FSCP CoInvestment I would be secured by his carried interest. 

227. On January 3, 2020, AFV Partners closed the acquisition of APG through SPV-3. AFV 

Partners’ carried interest in APG is currently held by AFV Management. 

228. In connection with Promissory Note 2, Aquila promised and represented that AFV 

Management would contribute the carried interest in APG to FSCP Co-Investment I, increasing the 

value of Ryan’s and the other co-founders’ Class B Units. 

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229. Ryan relied on this representation in agreeing to execute Promissory Note 2, and his 

reliance was reasonable and foreseeable. 

230. AFV Management failed to contribute its carried interest in APG to FSCP CoInvestment I as promised. 

231. Ryan further relied upon these representation in agreeing to execute the Notes with 

FSCP Co-Investment I. 

232. Ryan’s reliance on these representations was reasonable and foreseeable. 

233. Despite repeated demands, Aquila, AF Ventures and AFV Partners failed to pay Ryan 

his agreed upon salary, bonus and carried interest. 

234. The equity interest in FSCP Co-Investment I to which Ryan is entitled is currently 

estimated to be valued between $8.0 million and $22.0 million, subject to continued appreciation based 

on the performance of Sportradar and other investments contributed to FSCP Co-Investment I. 

235. As a direct and proximate result of the actions of Aquila, AF Ventures and AFV Partners 

Ryan has suffered damages in an amount in excess of $5,000,000. 

WHEREFORE, Ryan Aprill respectfully requests that this Court enter judgment in his favor 

and against defendants Aquila, AF Ventures and AFV Partners, in an amount in excess of $5,000,000 

to be determined at trial of this matter, plus punitive damages, interest, attorney’s fees where 

applicable, and costs of bringing this action. 

Count IX 

Breach of Employment Contract –Tom Aprill 

(Against Defendant AFV Partners) 

236. Tom Aprill repeats, reallges and incorporates by reference the allegations in paragraphs 

1 through 21 and paragraphs 85 through 101 as though fully set forth herein. 

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237. On November 25, 2019, Aquila offered Tom a full-time position as the head of Human 

Resources for AFV Partners and its other companies with an annual salary of $164,000, an annual 

bonus of $155,000, and a carried interest allocation with a value of at least $1.5 million, subject to 

future appreciation based on investment performance. 

238. Tom accepted Aquila’s offer, resigned from his employment at DHR International and 

began working for AFV Partners. 

239. Tom began his employment with AFV Partners on or about November 25, 2019 and 

worked on average over 80 hours per week attempting to fill the human resource and staffing needs 

of AFV Partners and its related companies. 

240. On December 5, 2020, shortly after starting his employment Tom was informed by 

Renato Giger, CFO of AFV Partners that payment of his salary would be deferred and that he would 

need to sign a Promissory Note in order to receive any payment from AFV Partners. 

241. In order to receive funds to live off of, December 5, 2019, Tom executed a Secured 

Promissory Note with FSCP Co-Investment I in the amount of $100,000 (“Promissory Note 4”). This 

Note was secured by a first priority security interest in Tom’s equity interests in FSCP Co-Investment 

I. (See attached Ex. 6). 

242. Between November 25, 2019 and June 2020, Tom continued to work for AFV Partners 

and despite repeated promises of payment of compensation by Aquila, AFV Partners never paid any 

salary or bonuses to Tom and Aquila failed to execute the Carried Interest Documents allocating any 

portion of the Carried Interest to Tom. 

243. The failure of AFV Partners to pay Tom his salary or bonus pursuant to his employment 

contract constitutes a breach of contract. 

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244. Additionally, the failure of Aquila to execute the Carried Interest Documents and the 

failure of AFV Partners to contribute Tom’s ’s share of the carried interest to FSCP Co-Investment I 

constitutes a breach of his employment contract. 

245. Tom has fully performed his obligations under his employment agreement. 

246. As a direct and proximate result of the above breaches by AFV Partners, Tom has 

suffered damages in excess of $1,750,000. 

WHEREFORE, Tom Aprill respectfully requests that this Court enter judgment in his favor and 

against defendant AFV Partners, in an amount in excess of $1,750,000 to be determined at trial of this 

matter, plus interest, attorney’s fees where applicable, and costs of bringing this action. 

Count X 

Violation of Wage Payment and Collection Act - 820 ILCS 115 

 (Against Defendants Aquila and AFV Partners) 

247. Tom Aprill repeats, reallges and incorporates by reference the allegations in 

paragraphs1 through 21 and paragraphs 85 through 101, as though fully set forth herein. 

248. Section 3 of the Illinois Wage Payment and Collection Act, 820 ILCS 115/1 et seq. 

(“Wage Payment Act”), provides: “Every Employer shall be required, at least semi-monthly, to pay 

every employee all wages earned during the semi-monthly period. Wages of executive, administrative 

and professional employees . . . may be paid once a month. 820 ILCS 115/3. 

249. Section 4 of the Wage Payment Act provides that such wages shall be paid not later than 

13 days after the end of the pay period in which such wages were earned, or in the case of executive, 

administrative and professional employees such wages may be paid on or before 21 calendar days after 

the period during which they were earned. 820 ILCS 115/4. 

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250. Additionally, section 5 of the Wage Payment Act requires all employers to pay final 

compensation to separated employees in full at the time of separation but no later than the next 

scheduled pay period. See 820 ILCS 115/5. 

251. Pursuant to Tom’s employment contract he was entitled to an initial starting salary of 

$164,000, an annual bonus of $155,000, and a carried interest allocation with a value of at least $1.5 

million, subject to future appreciation based on investment performance. 

252. Between November 25, 2019 and June 2, 2020, Tom devoted his full-time efforts AFV 

Partners. 

253. During his employment, despite repeated promises of payment of compensation, AFV 

Partners never paid any portion salary or bonuses to Tom in direct violation of the Sections 3 and 4 of 

the Wage Payment Act. 

254. On December 5, 2020, shortly after starting his employment Tom was informed by 

Renato Giger, CFO of AFV Partners that payment of his salary would be deferred and that he would 

need to sign a Promissory Note in order to receive any payment from AFV Partners. 

255. In order to receive funds to live off of, December 5, 2019, Tom executed Promissory 

Note 4 with FSCP Co-Investment I in the amount of $100,000. This Note was secured by a first priority 

security interest in Tom’s equity interests in FSCP Co-Investment I. (See attached Ex. 6). 

256. Between November 25, 2019 and June 2020, Tom continued to work for AFV Partners 

and despite repeated promises of payment of compensation by Aquila, AFV Partners never paid any 

salary or bonuses to Tom and Aquila failed to execute the Carried Interest Documents allocating any 

portion of the Carried Interest to Tom. 

257. On June 2, 2020, Aquila terminated Tom’s employment with AFV Partners without 

cause, and in retaliation for Tom’s demand to be paid in accordance with the Wage Payment Act. 

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258. Upon his termination, AFV Partners failed to Tom any portion of his earned salary, his 

earned bonus and failed to pay him for the value of the carried interest he earned during his 

employment. 

259. AFV Partners have knowingly and intentionally failed and refused to pay Tom the full 

amount of his final compensation in direct violation of section 5 of the Wage Payment Act. 

260. On or about June 19, 2020, after his termination, Tom received a check from an entity 

identified as Anthony Aquila Sole MBR in the net amount of $55,786. 

261. This payment is insufficient to compensate Tom for his earned salary, his earned bonus 

and compensate him for the value of the carried interest he earned during his employment. 

262. The actions AFV Partners are in violation sections 3, 4 and 5 of the Wage Payment Act. 

263. At all relevant times Aquila was the responsible agent for AFV Partners and Aquila 

willfully and deliberately refused to pay Tom all compensation due to him. 

264. As a direct and proximate result of the actions of AFV Partners, Tom has suffered 

damages in excess of $1,750,000. In addition, Tom is entitled to penalties and recovery of his attorney’s 

fees and costs of this action pursuant to 820 ILCS 115/14. 

 WHEREFORE, Tom Aprill respectfully requests that this Court enter judgment in his favor 

and against defendants Aquila and AFV Partners, in an amount in excess of $1,750,000 plus interest, 

penalties and attorney’s fees and costs of this action. 

Count XI 

Promissory Estoppel 

(Against Defendants Aquila and AFV Partners) 

(Alternative Count) 

265. Tom Aprill repeats, reallges and incorporates by reference the allegations in paragraphs 

1 through 21 and paragraphs 85 through 101, as though fully set forth herein. 

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266. On or about November 25, 2019, Aquila, individually and on behalf of AFV Partners 

made an unambiguous promise to Tom Aprill to hire him as the head of Human Resources for AFV 

Partners and its other companies with an annual salary of $164,000, an annual bonus of $155,000, and 

a carried interest allocation with a value of at least $1.5 million, subject to future appreciation based on 

investment performance 

267. Tom reasonably relied on Aquila’s promise and in response resigned from his 

employment as a partner at DHR International to go to work for AFV Partners. 

268. Tom’s reliance was expected and foreseeable by Aquila and AFV Partners. 

269. Tom began his employment with AFV Partners on or about November 25, 2019 and 

worked on average over 80 hours per week attempting to fill the staffing needs of AFV Partners and its 

related companies. 

270. Notwithstanding all the work performed by Tom, Aquila and AFV Partners have refused 

to pay Tom his promised salary or any salary or bonus at all, have refused to document the carriedinterest agreement, and have failed to compensate him in any way for his efforts. 

271. In addition, the unwarranted delay in documenting the carried interest has caused Tom 

significant economic harm as its value continues to rise over time and the appreciation that rightfully 

belongs to Tom is lost. 

272. Despite repeated demands, Aquila and AFV Partners failed to pay Tom his promised 

salary, bonus or carried interest. 

273. As a result of his reliance, Tom has suffered damages in excess of $1,750,000. 

WHEREFORE, Tom Aprill respectfully requests that this Court enter judgment in his favor and 

against defendants Aquila and AFV Partners, in an amount in excess of $1,750,000 to be determined 

at trial of this matter, plus interest, attorney’s fees where applicable, and costs of bringing this action. 

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Count XII 

Unjust Enrichment 

(Against Defendants Aquila and AFV Partners) 

(Alternative Count) 

274. Tom Aprill repeats, reallges and incorporates by reference the allegations in paragraphs 

1 through 21 and paragraphs 85 through 101, as though fully set forth herein. 

275. At the request of Aquila, Tom began performing services for Aquila and AFV Partners 

on or about November 25, 2019 and worked on average over 80 hours per week attempting to fill the 

human resource and staffing needs of AFV Partners and its related companies. 

276. Tom provided substantial services including but not limited to conducting market 

intelligence for benefits programs, processing employee bonus payouts for 2019, salary reviews and 

recommendations, recruitment activity, monthly employee reviews, and handling of employee 

disputes. 

277. Neither AFV Partners, nor its affiliated companies had any other HR employees on their 

payroll. 

278. Tom had a reasonable expectation of being compensated for his services. 

279. Defendants Aquila and AFV Partners received and retained the benefit of Tom’s 

services without paying for such services. 

280. As a result, defendants have been unjustly enriched and have defeated the reasonable 

expectations of Tom. 

281. Tom is entitled to be compensated for the reasonable value of his services. 

282. The reasonable value of Tom’s services exceeds $1,750,000. 

WHEREFORE, Tom Aprill respectfully requests that this Court enter judgment in his favor and 

against defendants Aquila and AFV Partners, in an amount in excess of $1,750,000 to be determined 

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at trial of this matter, plus interest, attorney’s fees where applicable, and costs of bringing this 

action. 

Count XIII 

Fraudulent Inducement –Tom Aprill 

 (Against Defendants Aquila and AFV Partners) 

(Alternative Count) 

283. Tom Aprill repeats, reallges and incorporates by reference the allegations in paragraphs 

1 through 21 and paragraphs 85 through 101, though fully set forth herein. 

284. Defendant Aquila, individually and on behalf of AFV Partners knowingly and 

intentionally made the following false representations designed to induce Tom to resign from his 

employment at DHR International and began working for AFV Partners: Aquila represented that Tom 

would: (1) be paid an initial salary of $164,000; (2) Tom would be paid an annual bonus of $155,000; 

and (3) Tom would receive a carried interest allocation with a value of at least $1.5 million, subject to 

future appreciation based on investment performance. 

285. These representations were false, and Aquila knew they were false when he made them 

as neither Aquila nor AFV Partners ever intended to pay Tom his salary and bonus, and Aquila never 

intended to grant Tom any share of the carried interest. 

286. This was all part of a scheme by Aquila to use Tom’s human resource services for 

Aquila’s own personal benefit, and the benefit of his companies, and he never intended to pay Tom the 

compensation he was promised. 

287. Tom relied on these representations in deciding to resign from his employment at DHR 

International and accept employment with AFV Partners. 

288. Tom would not have resigned from his employment as a partner at DHR International 

but for the representations of Aquila. 

289. Tom’s reliance on these representations was reasonable and foreseeable. 

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290. Despite repeated demands, Aquila and AFV Partners failed to pay Tom his agreed upon, 

salary, bonus or the value of his carried interest. 

291. As a direct and proximate result of the actions of Aquila and AFV Partners, Tom has 

suffered damages in an amount in excess of $1,750,000. 

 WHEREFORE, Tom Aprill respectfully requests that this Court enter judgment in his favor 

and against defendant AFV Partners, in an amount in excess of $1,750,000 to be determined at trial of 

this matter, plus punitive damages, interest, attorney’s fees where applicable, and costs of bringing 

this action. 

Count XIV 

Equitable Estoppel 

(Against Defendants Aquila and FSCP Co-Investment I) 

(Alternative Count) 

292. Tom Aprill repeats, reallges and incorporates by reference the allegations in paragraphs 

1 through 21 and paragraphs 85 through 101, as though fully set forth herein. 

293. Defendant Aquila, individually and on behalf of AFV Partners knowingly and 

intentionally made the following false representations designed to induce Tom to resign from his 

employment at DHR International and began working for AFV Partners: Aquila represented that Tom 

would: (1) be paid an initial salary of $164,000; (2) Tom would be paid an annual bonus of $155,000; 

and (3) Tom would receive a carried interest allocation with a value of at least $1.5 million, subject to 

future appreciation based on investment performance 

294. These representations were false, and Aquila knew they were false when he made them 

as neither Aquila nor AFV Partners ever intended to pay Tom his salary and bonus, and Aquila never 

intended to grant Tom any share of the carried interest. 

295. Tom relied on these representations in deciding to resign from his employment at DHR 

International and accept employment with AFV Partners. 

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296. Between November 25, 2019 and June 2, 2020, Tom devoted his full-time efforts AFV 

Partners. 

297. On December 5, 2020, shortly after starting his employment Tom was informed by 

Renato Giger, CFO of AFV Partners that payment of his salary would be deferred and that he would 

need to sign a Promissory Note in order to receive any payment from AFV Partners. Renato Giger 

assured Tom that the loan proceeds would be treated as an advance on his carried interest and the “Tony 

would take care of [him].” 

298. In order to receive funds to live off of, December 5, 2019, Tom executed Promissory 

Note $ with FSCP Co-Investment I in the amount of $100,000. This Note was secured by a first priority 

security interest in Tom’s equity interests in FSCP Co-Investment I. (See attached Ex. 6). 

299. Between November 25, 2019 and June 2020, Tom continued to work for AFV Partners 

and despite repeated promises of payment of compensation by Aquila, AFV Partners never paid any 

salary or bonuses to Tom and Aquila failed to execute the Carried Interest Documents allocating any 

portion of the Carried Interest to Tom. 

300. Tom relied on the Representation of Aquila and Giger in agreeing to execute the 

Promissory Note 4, and his reliance was reasonable and foreseeable. 

301. On May 29, 2020, Tom sent a demand letter, through his attorney, to Aquila and AFV 

Partners for payment of cash compensation and his carried interest. 

302. In response, on June 2, 2020, Aquila terminated Tom’s employment with AF Ventures 

and AFV Partners without cause. 

303. Aquila knowingly and intentionally induced Tom to accept employment with AF 

Ventures and AFV Partners with false promises of salary, bonuses and carried interest. 

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304. Aquila never intended to honor his promises, and compelled Tom to enter into the Notes 

with FSCP Co-Investment I in order to receive payment for his services. 

305. As a result of Aquila’s wrongful conduct, FSCP Co-Investment I should be estopped 

from attempting to enforce Promissory Note 4 against Tom. 

WHEREFORE, Tom Aprill respectfully requests that this Court enter judgment in his favor and 

against defendants Aquila and FSCP Co-Investment I, declaring the terms of Promissory Note 4 invalid, 

estopping FSCP Co-Investment I from attempting to enforce the terms of the Note and awarding him 

his attorney’s fees and costs of bringing this action. 

JURY DEMAND 

 Plaintiffs demand trial by jury. 

Dated: August 7, 2020 Respectfully submitted, 

 RYAN L. APRILL 

THOMAS S. APRILL, 

 By: /s/ Michael K. Desmond

 One of Their Attorneys 

Peter A. Silverman (ARDC No. 6196081) 

Michael K. Desmond (ARDC No. 6208809) 

FIGLIULO & SILVERMAN, P.C. 

10 South LaSalle Street 

Suite 3600 

Chicago, Illinois 60603 

(312) 251-4600 

psilverman@fslegal.com

mdesmond@fslegal.com

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