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THE STATE OF NEW HAMPSHIRE. William J. Leonard. Paul E. Schneider, et al. Docket No CV-507 ORDER


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William J. Leonard v.

Paul E. Schneider, et al. Docket No. 217-2019-CV-507


The plaintiff, William J. Leonard, brought this action against the defendants, Paul Schneider and Brick River Technologies, LLC (“Brick River”) alleging that he has an interest in the LLC that Schneider refuses to acknowledge and that Schneider has breached various duties owed to Leonard and Brick River. Specifically, Leonard alleges fraud (Count I), breach of fiduciary duties (Count II), breach of statutory obligations under RSA 304-C (Count III), breach of contract (Count IV), and alternatively, unjust enrichment (Count V).

The Court held a bench trial on December 2 and 3, 2020. The parties thereafter submitted post-trial memoranda. Upon consideration of the pleadings, evidence, and the relevant law, the Court awards judgment to Defendants on all claims except the contract claim on which it awards partial judgment to both sides.

Factual Background

Brick River is a web development company with a focus on building, hosting, and maintaining a website for the United Methodist Church community. It was formed as a sole proprietorship in 2001 by Schneider. In 2005, Schneider became involved in another company, Christian Relationship Management, Inc. (“CRM”) and merged Brick


River’s assets with CRM. Near the end of 2005, Schneider wanted to separate from CRM.

Schneider consulted with Leonard, who offered to help Schneider buy back Brick River’s assets for $100,000 in exchange for Leonard holding some interest in Brick River. The parties agreed that $50,000 of Leonard’s contribution would be considered a loan and $50,000 would go towards Leonard’s interest. They agreed that Schneider would hold a 50% interest, Leonard would receive 30%, Schneider’s father (Leonard’s brother-in-law) Eugene would receive 10%, and the final 10% would remain with Brick River. This agreement was not memorialized in any kind of writing or record with Brick River.

In February 2006, Schneider and CRM executed an asset purchase agreement to transfer Brick River’s assets back to Schneider. (See Def.’s Ex. 1.) The following month, Schneider filed a Certificate of Formation for Brick River as an LLC naming only himself as a member. (See Pl.’s Ex. A.) Leonard testified that they both understood at the time that within sixty days of setting up the LLC, Leonard and Eugene would be formally recognized as member-owners. Schneider similarly testified that the parties agreed that he would be the single member of the LLC and Leonard’s and Eugene’s interests would be granted later. He thought this setup was strange, but looked to Leonard for guidance because of his superior business experience: Leonard has an MBA, is trained as a CPA, and has held corporate positions including president, vice president of finance, and chief financial officer for various businesses.

The parties spoke to an attorney who drafted an operating agreement (“the draft agreement”) stating that Schneider, Leonard, and Eugene were all members of Brick River and that they respectively held a 50%, 30%, and 20% interest in the LLC. (See


Pl.’s Ex. F. at 5, 20.) He emailed the draft agreement to Leonard and Schneider in May 2006. (See Pl.’s Ex. Eb.) Leonard testified that the draft agreement did not reflect how they were going to govern and felt it was too boilerplate. He also took issue with

Eugene’s membership being documented at 20% instead of the agreed-upon 10%. Schneider testified that he does not remember meeting with the attorney or seeing the document. No party signed this draft agreement or sought any amendments to it.

Despite the lack of an operating agreement, Brick River moved forward.

Leonard’s initial involvement in the LLC was to grow the business. He testified that as time went on, his involvement with Brick River grew. He testified that he oversaw the financials and developed a weekly cash report. Schneider likewise testified that a business relationship with Leonard was attractive because of Leonard’s prior business experience.

Though the parties continued to work together, they did not draft another operating agreement. The parties testified that they trusted each other. As for managing the LLC, Eugene and Leonard primarily advised Schneider in making

business decisions. They did not have meetings, take minutes of informal meetings or conversations, nor put issues to a vote. In 2007 and 2008, Schneider expressed a desire to get Leonard and Eugene on the LLC documents. (See Pl.’s Exs. Ed, Ee.) However, that did not happen. Leonard testified that he believed the LLC did not have the funds to have an attorney draft a new operating agreement.

During this time, the parties discussed the form of Leonard’s compensation. In October 2007, Leonard received $30,000 towards his loan payment. (See Pl.’s Exs. Ed, En.) The remainder of the loan, $22,500, was paid to him in January 2008. (See Pl.’s Ex. En.) In May 2007, Schneider asked Leonard how his medical coverage should be


framed: as a return on his investment, a loan repayment, or as a salary. (See Def.’s Ex. 5.) Leonard acknowledged that if the coverage was considered an investment return, it would need to be in the form of a dividend where every member received their share, but that was “not possible since legally [Schneider] is listed as 100% owner of

Brick[]River.” (Def.’s Ex. 6).

In November 2008, Schneider wanted to pay money towards both Leonard and Eugene, and, despite the fact that Leonard’s loan had already been paid off, Schneider suggested that Leonard “get [his] money as a loan repayment and consequently not pay taxes.” (Pl.’s Ex. Eg.) Leonard was resistant to this payment, believing the funds

should stay with Brick River. (See Def.’s Ex. 14.)

In December 2008, the parties again discussed potential forms of payment. Schneider reassured Leonard that “[n]othing changes with you or anyone else’s equity,” and that he can “get money and . . . file it as a loan repayment or a 1099.” (Id.)

Leonard responded seeking clarification and telling Schneider that he “may want to understand the tax impact before paying any money to [the plaintiff] in 2008.” (Id.) Schneider responded that the “cleanest thing” is for Leonard to receive a 1099, but “if [they] wanted to figure a way where [Leonard] didn’t have to pay taxes,” and because no document reflected that Leonard’s $100,000 contribution had been allocated to different purposes, Brick River could pay Leonard who “could call it a loan repayment and not pay taxes on it.” (Id.) Leonard replied, telling Schneider about the tax impacts if the payment to him was considered a “consulting fee,” “loan repayment,” or “interest expense.” (Id.) Specifically, he noted that he did not want to pay FICA tax in 2008 and would have “zero tax implications” if the money was considered a loan repayment. (Id.)


Schneider agreed to do whatever Leonard wanted. Leonard told him to hold off until 2009 “about calling the payment interest or consulting fees.” (Def.’s Ex. 15.)

In 2009, Leonard wrote to Eugene stating that he would “propose to [Schneider] that we consider creating a ‘Note Payable’ between [Brick River] and me” dated back to 2006 that “would require payment of the $100,000 principal by 2/28/2010” with three percent interest. (Def.’s Ex. 20.) He sought to have payments from 2009 delayed until 2010. (See Def.’s Ex. 20, 21.) In 2010, Leonard wrote to Schneider, saying, “whatever you send me should clearly state it was for interest paid on a loan,” noting “No FICA on interest.” (Def.’s Ex. 21.)

Around this time, Schneider raised the possibility about changing Brick River’s corporate form from an LLC to a C corporation or S corporation. (See Def.’s Ex. 10, 11.) This move seemed motivated, in part, by the ability to issue shares from a

corporation because Brick River could not as an LLC. (See Def.’s Ex. 10, 11.) Leonard disapproved of this restructuring, (see Def.’s Ex. 10), and Brick River remained an LLC. In 2009, Leonard sold back 10% of his interest to Brick River for $30,000. (See Pl.’s Ex. En.) Thereafter, the record reflects few emails or discussions between the parties from 2010 to 2012, and none from 2012 to 2017. Leonard testified that he remained involved throughout this time and that he and Schneider would converse about the weekly cash reports. He testified that he received those reports until 2015.

In 2017, Schneider wanted to bring additional funds and members to Brick River, and again sought to document the interests of Eugene and Leonard. (See Def.’s Ex. 24.) Neither Leonard nor Schneider took action to formalize Leonard’s interest, but Eugene sold his 10% interest back to Brick River. Schneider testified that Leonard told him around this time that he was concerned about taxation.


Schneider reached out Leonard again in 2018 seeking to “resolve/formalize the verbal agreement you and I made.” (Pl.’s Ex. Eo; Def.’s Ex. 26.) He sought to bring Eugene and his uncle Tim and into Brick River. Schneider testified that they were looking to contribute $50,000 each in exchange for a small amount of equity.

Schneider testified that by this point, he and Leonard had stopped working together and Leonard was not involved in Brick River. He did not treat that as Leonard abandoning his interest in the LLC, but that Leonard was “like a shareholder at that point” and not an active owner. (Trial Audio, Dec. 3, 2020 at 11:03:33-36.) Schneider also testified that he did not think Leonard ever told anyone other than Eugene that he had an interest in Brick River.

Around this time, Brick River’s accountant, Michael Losapio, learned from

Schneider that Leonard had an interest in the LLC. Losapio testified that Schneider was unable to explain what exactly Leonard’s interest was, including whether it was a direct ownership or if it was an option. He said that he had been treating Brick River as a disregarded entity for tax purposes, but had he known about Leonard’s interest, he would have treated Brick River as a partnership wherein both Schneider and Leonard would need to file a K1 form. Leonard met with Losapio once around 2007, but never requested or filed a K1 or informed Losapio that he had an interest in the LLC. Leonard testified that this was because there was no operating agreement.

Schneider discussed with both Losapio and an attorney about how he could recognize Eugene’s and Tim’s membership in the LLC and also reflect Leonard’s interest without creating a taxable event for Leonard. Schneider emailed Leonard in December 2018 contemplating his options, stating, “[e]ither way you’ll get 20 units in a non taxable way,” and “[w]hat we do NOT want for you is a taxable event because we


are going to value the company at $1M.” (Pl.’s Ex. Eq.) He told Leonard he would still get his 20% interest. (See id.) Leonard testified that he did not see why there would be a taxable event for him because he had been a member of Brick River since 2006.

The result of Schneider’s discussion with Losapio was a Phantom Units

Agreement between Brick River and Leonard. (See Pl.’s Ex. H.) The agreement offered Leonard twenty phantom units that “reflect the value of a membership unit” of Brick River, but existed “merely as an accounting entry” and were not “membership units” in the LLC. (Id. at 2.) The phantom units did not entitle Leonard to any member rights. (See id.) According to the agreement, “[t]he purpose of these units is to allow [Leonard] to benefit from the success of the [LLC], in a manner similar to the benefit that would be realized by a holder of common membership units of the [LLC] upon a sale of the

[LLC].” (Id.)

Leonard did not agree to the Phantom Units Agreement. Schneider wrote to him stating, “[w]hat we’re doing in the agreement is to protect you from paying taxes. That’s what the phantom agreement is for but the spirit of the units are for this purpose . . . Paul = 80% . . . Bill = 20%.” (Pl.’s Ex. Er.) The parties both acknowledged that the Phantom Units Agreement did not provide any ownership to Leonard.

In 2019, Schneider, Eugene, and Tim executed a new operating agreement for Brick River. (See Pl.’s Ex. G.) Under the new operating agreement, Schneider

received 100 units and Eugene and Tim each received eight. (Id. at 22.) Leonard was not included in this agreement or any discussions leading up to it and did not consent to its execution. Schneider credibly testified that had Leonard not specifically asked to not be taxed, he would have given Leonard membership units. The Court did not find credible Leonard’s assertions to the contrary.


Leonard now seeks a declaration that he is the owner of 20 member units of Brick River (reflecting his 20% ownership), that the 2019 transfer of interests to Eugene and Tim “is null and void and of no effect,” that Brick River will admit no new members without his consent, and to enforce his rights under RSA 304:55. (Compl. at 16-17.) He further seeks to dissolve Brick River, or alternatively direct the LLC to pay him the fair value of his shares according to RSA 304-C:161, and to have a trustee appointed to wind up and liquidate the LLC. (Id.) Finally, he seeks damages and attorney’s fees.


Leonard’s claims hinge on whether or not he had a membership interest in Brick River. Leonard asserts that he did. The defendants contend that he had, at most, an equitable interest in the LLC, but even if he was a member, they argue that Leonard is equitably estopped from asserting any membership role in Brick River.

In New Hampshire, the internal affairs of an LLC are governed by its operating agreement and RSA 304-C. See RSA 304-C:25, I (stating that “[t]he laws of . . . New Hampshire govern . . . [the] internal affairs of a[n] [LLC]”), RSA 304-C:16 (defining “operating agreement” as “any agreement . . . of the member or members as to the internal affairs of a[n] [LLC] or the conduct of its business”), RSA 304-C:41, I (stating that “[a] person that becomes a member or manager of a[n] LLC is deemed to assent to the operating agreement”). The policy behind RSA 304-C is “to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.” RSA 304-C:2. Here, the parties do not have an operating agreement. Accordingly, the Court turns to the LLC statute for guidance.

RSA 304-C:14 defines a “member” as “a person who has been admitted to a[n] [LLC] as a member as provided in RSA 304-C:53.” It specifically does not include a


“dissociated member,” a “member that has transferred or otherwise disposed of all of the member’s membership rights,” or a “member that has transferred or otherwise disposed of all of the member’s membership rights except for the member’s [LLC] interest.” RSA 304-C:14(I)-(III); see also RSA 304-C:12 (defining “[LLC] interest” as “the right of a member to receive allocations of the profits or losses of a[n] [LLC] and to receive distributions of the [LLC]’s cash and other assets”), RSA 304-C:15 (defining “membership rights” as “the totality of the member’s rights as a member under this act, including both economic rights, such as the member’s [LLC] interest, and non-economic rights, such as the member’s voting rights, if any”). The admission of LLC members is governed by RSA 304-C:53, which states that “[i]n connection with the formation of a[n] [LLC], a person otherwise qualified to be a member shall be deemed to be a member” on either “the date provided in the operating agreement” or “[i]f the operating agreement does not so provide, on the date of formation of the [LLC].”

The parties did not discuss RSA 304-C:14 or RSA-C:53 in their briefs or at trial. Indeed, the statute provides little guidance on the central question of what interest

Leonard holds in Brick River. The defendants do not argue that Leonard had no interest at all in Brick River. Instead, they argue that Leonard had an equitable, economic

interest in the LLC—something less than full membership. Both parties agree that Leonard initially had a 30% interest in Brick River, sold 10% of that in 2009, and has 20% of some interest remaining. Though the statute discusses “members” who transferred or disposed of their membership rights, that requires a person to have membership rights at one point. However, by excluding as a “member” someone who has disposed of their membership rights, the statute contemplates a person holding an interest in an LLC that is less than a full membership. See RSA 304-C:14(II)-(III).


At Leonard’s advice, Schneider was the only named member on the Certificate of Formation. The parties verbally agreed to this formation and that Leonard would be added later. Further, though the parties had a draft operating agreement, it was never signed. No party made efforts to get an operating agreement or any other

documentation that reflected Leonard’s interest in the LLC. In fact, Leonard refused the idea, citing funding concerns. The documents that the parties did have demonstrate that Brick River was a single-member LLC.

The way Brick River was run also reflects that it was effectively a single-member LLC. The record, consistent with the parties’ testimony, reveals no member meetings (aside from the first meeting in 2006 to form the draft operating agreement), meeting minutes, votes, or actions that the parties participated in as a board. The record shows Schneider managing the LLC on his own, while occasionally seeking advice and input from Leonard and looking to compensate him for his initial investment. Additionally, though Leonard testified that he remained heavily involved in the LLC as time went on, the record reflects little, if any, communication between the parties or about Brick River’s operation from 2010 to 2017. Accordingly, the Court finds Schneider’s

representation that Leonard had stopped his involvement with Brick River at some point, credible.

In the entire time Brick River was operating—over thirteen years at the time this complaint was filed—the parties never outwardly represented that Leonard had an interest in the LLC. Leonard consistently refused to accept a dividend or salary, acknowledging that Schneider was the sole owner. Additionally, despite his initial $50,000 loan being paid off, Leonard requested his compensation take the form of a loan repayment. After some time, Leonard even attempted to have his entire


contribution characterized as a loan, apparently walking back on his initial declaration that $50,000 would be put towards an interest in Brick River.

Overall, Leonard was resistant to document any interest in Brick River in order to avoid tax consequences. Schneider, relying on Leonard’s superior business

experience, did whatever he could to make sure Leonard received money with minimal tax impact, including characterizing his distribution as interest payments. Importantly, throughout Brick River’s operation, no party filed their taxes consistent with Brick River being anything more than a single-member LLC. Given Leonard’s background as a CPA and experience as an executive in multiple business ventures, the Court finds his testimony that he was unfamiliar with LLC operation and taxation, and therefore relied on Schneider and Losapio to tell him what he needed to do, unconvincing. Even accepting that Leonard believed he had a membership interest, he never acted on that interest. Instead, he attempted to skirt his membership in order to minimize his tax impact, effectively refusing to be a member.

The Court finds that Leonard had, at most, an equitable interest in Brick River that would be fully realized as a membership at a later time once he was added to the LLC’s membership documents. The parties both knew that the LLC was formed with Schneider as a sole member and that Leonard would be added as a member later. Leonard himself acknowledged that his contribution had not vested him with a membership interest in the LLC, writing, “I think the $50k loan should be viewed as “Convertible Debt”…..any money I get is interest….The convertible debt converts to 30% equity when you change the [c]orp. [s]tructure from a sole prop (which it is now) to the entity that names all shareholders and their % ownership.” (Def.’s Ex. 14). Further, Leonard acknowledged that Schneider was “listed as 100% owner of Brick[]River,”


(Def.’s Ex. 6). Schneider’s continued reference to changing the structure of Brick River from an LLC to a corporation further reflects this understanding: if Brick River was a corporation, Schneider could issue shares to Leonard. Despite this knowledge, Leonard took no action to establish his ownership interest by communicating his ownership to Losapio, seeking to draft a new operating agreement, or pushing to change the corporate form of Brick River so that his ownership interest might take shape. In fact, he outwardly discouraged such actions, citing money and tax concerns.

Furthermore, even if Leonard had a membership interest in Brick River, his actions throughout the time of the LLC’s operation reflect that he refused to

acknowledge it and he is now estopped from asserting that interest. “Equitable estoppel serves to forbid one to speak against his own act, representations[,] or commitments communicated to another who reasonably relies upon them to his injury.” In re Carr, 156 N.H. 498, 503 (2007). “The party asserting estoppel must prove: (1) a knowingly false representation or concealment of material facts; (2) a recipient who was

intentionally, or through culpable neglect, induced to rely upon the false representation or concealment, and ignorant of the truth; and (3) a resultant injury.” Id. (quotation omitted).

While Leonard acted as an advisor to Schneider and the LLC, he did not take steps, or encourage Schneider to take steps, to recognize his interest as a member. For tax reasons, he did not want to accept distributions from Brick River, and therefore requested his payment take other forms. Most importantly, Leonard, despite his claimed membership interest, knew that Brick River had been established as a single-member LLC and was being taxed as such for over ten years. He took no action to alert Losapio or Schneider that Brick River’s taxes had been filed incorrectly for that entire


time. The repeated refusal to accept his membership in the LLC, and be taxed

accordingly, caused Schneider to bend over backwards to try to accommodate Leonard. Leonard cannot now assert a past membership interest that he spent so many years refusing to acknowledge or formalize.

Based on the above finding that Leonard does not currently have a membership interest in Brick River, any of his claims that require his membership in Brick River must necessarily fail. Membership in the LLC is a prerequisite to two of his claims.

In Count II, Leonard asserts that Schneider owes him certain duties. Specifically, he alleges that Schneider breached the following duties: the duty of care, RSA 304-C:108; the “[d]uty of business judgment rule,” RSA 304-C:109; the duty of loyalty, RSA 304-C:110; and the duty of good faith and fair dealing, RSA 304-C:111. (See Compl. ¶ 53.) However, Leonard alleges that these duties arose out of his position as a member of the LLC. Based on the Court’s finding that Leonard is not a member of Brick River, Schneider does not owe him these duties as a member. To the extent that Leonard alleges Schneider breached other duties by issuing new membership rights and freezing him out, those claims also arise out of Leonard’s status as a member. Accordingly, the Court finds for the defendants on Count II.

Similarly, in Count III, Leonard alleges that Schneider breached other statutory obligations. Namely, that he is entitled to certain information under RSA 304-C:55 that Schneider has not provided. Again, Leonard’s right to information under RSA 304-C:55 arises out of his status as a member, which he is not. To the extent Leonard seeks to dissolve Brick River and seeks dissenter’s rights under RSA 304-C:161, those remedies arise out his membership in Brick River and therefore, he does not qualify for those remedies. Accordingly, the Court finds for the defendants on Count III.


The Court now turns to Leonard’s remaining claims, starting with his fraud claim (Count I). Leonard claims that the defendants falsely represented to him that he was a member of Brick River, but they did not intend to memorialize his ownership or treat him as a member. “To establish fraud, a plaintiff must prove that the defendant[s] made a representation with knowledge of its falsity or with conscious indifference to its truth with the intention to cause another to rely upon it.” Snierson v. Scruton, 145 N.H. 73, 77 (2000). “In addition, a plaintiff must demonstrate justifiable reliance.” Id.

Leonard has not credibly shown that the defendants made a false representation about his membership, nor has he shown reliance on any representation. All told, he knew that Brick River was operating as a single-member LLC despite his claimed belief that he was a member. First, the parties testified that they all agreed, at Leonard’s suggestion, that the LLC be formed with Schneider as the single member and that he would be added later. Next, Schneider credibly testified that Leonard rebuffed

Schneider’s actions at adding him to membership documents and issuing distributions to him. Furthermore, Leonard never filed a K1 or alerted anyone at Brick River that it needed to be taxed as a multi-member LLC. Even if the defendants made false representations about Leonard’s membership, he clearly did not rely on those

representations and continued to skirt his membership rights and interest. Accordingly, the Court finds for the defendants on Count I.

The Court turns next to Leonard’s breach of contract claim (Count IV). Leonard claims that the defendants breached the initial agreement that he would have a 30% interest in the LLC by creating a Phantom Units Agreement that deprived him of a membership interest. “A breach of contract occurs when there is failure without legal excuse to perform any promise which forms the whole or part of a contract.” Audette v.


Cummings, 165 N.H. 763, 767 (2013). As already articulated, Leonard’s interest in the LLC was not a membership interest, but one that would be realized at a later date. Consistent with Leonard’s refusal to accept his claimed membership interest and his requests to not be taxed, the defendants created a Phantom Units Agreement that reflected Leonard’s interest and did not grant membership in Brick River. It did not foreclose the possibility of Leonard later becoming a member. Not only does the Phantom Units Agreement embody the parties’ original understanding about Leonard’s role in the LLC, but it directly fulfills his repeated requests not to be taxed and his reluctance to accept membership. The Court found Schneider’s explanation of the Phantoms Units Agreement far more credible than Leonard’s professed outrage upon receiving the draft agreement.

That being said, the parties’ initial agreement contemplated Leonard’s

membership at a later time. Moreover, the parties both now acknowledge and agree that Leonard has 20% of some interest in Brick River and Leonard is apparently now willing to accept a 20% interest. An award granting Leonard a 20% membership going forward, despite his consistent refusal to accept a membership, is consistent with the parties’ current representations and interests.

Given Leonard’s previous concerns about taxation, he has sixty days to inform Schneider as to whether he wants to formally recognize his 20% membership interest. If Leonard declines this interest, he will be thereafter be barred from asserting any interest in the entity. Should Leonard now choose to become a member of Brick River, the Court orders the parties to draft new membership documents within six months of the Clerk’s notice of decision of this order that reflect a newly granted 20% membership interest to Leonard.


Accordingly, on Count IV, the Court enters partial judgment for the defendants by finding that the defendants did not in the past breach their contract with Leonard, and partial judgment for Leonard, limited to the prospective relief set forth in this paragraph.

Next, Leonard claims unjust enrichment in the alternative to his breach of contract claim. “It is a well-established principle that the [C]ourt cannot allow recovery under a theory of unjust enrichment when there is a valid, express contract governing the subject matter at hand.” Axenics, Inc. v. Turner Const. Co., 164 N.H. 659, 669 (2013). As the Court has found that there was a valid agreement that controls his interest, Leonard cannot recover on Count V.

Finally, Leonard seeks attorney’s fees. “Although parties generally are responsible for their own attorney’s fees, [the Court] ha[s] recognized an exception where an individual is forced to seek judicial assistance to secure a clearly defined and established right if bad faith can be established.” Blouin v. Sanborn, 155 N.H. 704, 708 (2007). Given the Court’s finding that Leonard is not a member of Brick River, he has not demonstrated a “clearly defined and established right” that he needed judicial assistance to secure. Moreover, even if he had, the Court finds no bad faith by the defendants to deprive him of his membership rights.

In sum, the Court awards judgment to Defendants on all claims except with respect to the prospective relief awarded to Leonard on his contract claim. SO ORDERED.


February 11, 2021 David A. Anderson


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