Fidelity National Title Company v. U.S. Small Business Administration et al

Filing 134

ORDER signed by Judge Kimberly J. Mueller on 11/7/14 ORDERING that Counterdefendants' 65 Motion to Dismiss is GRANTED with respect to the claims against Ferrari Investment, LLC, David J. Ferrari, and John C. Rogers; the motion is DENIED in all other respects. Plaintiffs should file an amended complaint within 21 days of the filed date of this order. (Kastilahn, A)

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1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 FOR THE EASTERN DISTRICT OF CALIFORNIA 10 11 12 FIDELITY NATIONAL TITLE COMPANY, Plaintiff, 13 ORDER v. 14 15 No. 2:13-CV-2030-KJM-AC U.S. SMALL BUSINESS ADMINISTRATION, et al., 16 Defendants. 17 ___________________________________ 18 AND RELATED COUNTER/CROSS CLAIMS. 19 This matter is before the court on the motion by Counterdefendants East Bay 20 21 Investors, LLC (“EBI”), Ferrari Investment, LLC, David J. Ferrari, and John C. Rogers (together, 22 “Counterdefendants”) to dismiss the counterclaim filed by Fredrick and Linda Hodgson 23 (“Borrowers”). This matter is decided without a hearing. For the following reasons, the court 24 DENIES the motion in part and GRANTS it in part. 25 I. 26 BACKGROUND Borrowers entered into a business loan agreement with Bank of the West 27 (“BofW”) in July 2000. Declaration of John C. Rogers, Ex. 1, ECF No. 67 (“Rogers’ Decl.”). 28 This agreement was for a promissory note of $820,000, secured by a recorded deed of trust 1 1 (“DOT”) for real property located at 8258 North Lake Tahoe Boulevard, Kings Beach, California, 2 96143 (the “Property”). Id. Ex. 2, ECF No. 67. This Property, the Falcon Lodge, was operated 3 by Borrowers. The note and DOT combined are the relevant loan (“Loan”). 4 In February 2011, Borrowers and BofW executed a Forbearance Agreement. Id. 5 Ex. 6, ECF No. 67. The Forbearance Agreement modified the Loan and stated that any default 6 under the Agreement would terminate the modification. It also modified the interest rate on the 7 principal to 3.75%; the payment due date to the 25th of the month; and gave Borrowers ten days 8 to cure a default on the Loan. Id., Ex. 6 at 5. At that time, the outstanding balance totaled 9 $389,412.25. Id. On November 30, 2011, BofW notified Borrowers in a letter that their Loan 10 11 was in default. Id., Ex. 9 at 4, ECF No. 67. The letter demanded payment of $10,540. Id. On March 12, 2012, EBI bought the Loan from BofW and recorded an assignment 12 of the DOT. Id., Ex. 8, ECF No. 67. On March 27, 2012, EBI, operating as creditor to the 13 Borrowers, notified the Borrowers in writing of the reassignment of the Loan and Borrowers’ 14 current default status. Id., Ex. 9, ECF No. 67. In the letter, EBI asserted the terms of the Loan 15 had reset to what they were before the forbearance period. Id. EBI also asserted the monthly 16 payment was now $5,103.77, and to cure the default, Borrowers must pay all monthly payments 17 from October 1, 2011 to the date of cure, plus “various expenses incurred and paid by the Bank 18 which were part of the purchase price paid by EBI.” Id. Borrowers tendered $37,413.94 to EBI 19 on April 2, 2012. Id., Ex. 10, ECF No. 67. Borrowers asserted in the letter enclosed with the 20 check to EBI that this was the amount due under the Forbearance Agreement. Id. 21 On April 5, 2012, EBI rejected that tender, stating the “amounts, calculations, and 22 scope are incorrect.” Id., Ex. 11 at 3, ECF No. 67. The rejection acknowledged the February 23 2011 modification but stated that “[o]n your defaults, the Forbearance Period and the 24 modification ended and the original terms of the Note and Deed of Trust and other Related 25 Documents were restored.” Id. at 3. The letter also outlined additional “non-monetary and 26 ‘Compliance Defaults’” and “[d]emand is hereby made to cure each and every described default 27 and provide proof that each default is cured on or before Monday, April 23, 3012.” Id. at 6. On 28 November 16, 2012, in the midst of Borrowers’ filing for bankruptcy, Fidelity National Title 2 1 Company (“Fidelity”) held a foreclosure sale of the Property. Fidelity Mem. P. & A. at 2, ECF 2 No. 112. EBI purchased the Property. Id. 3 Fidelity commenced this interpleader action in Placer County Superior Court on 4 August 14, 2013, alleging it possessed surplus proceeds from a non-judicial sale of the Property. 5 See generally Notice of Removal, Ex. A, ECF 1. Fidelity averred that because the Hodgsons, 6 along with the other defendants, claimed an interest in those proceeds, an interpleader action was 7 proper. Id. at 6. The Hodgsons and the additional defendants in this action, U.S. Small Business 8 Administration (“SBA”), Placer County Environmental Health and Allan R. Frumkin, each 9 “submitted . . . written claims of entitlement to the remaining surplus foreclosure proceeds.” Id. 10 at 8. The action was removed from state court to this court by defendant SBA. Id. 11 On December 18, 2013, Borrowers filed a motion to amend to assert compulsory 12 counterclaims, including six claims against Fidelity and four third parties, as well as one claim 13 against an additional third party.1 Mot. to Amend, ECF No. 8. The next day, Borrowers filed a 14 motion to join counterdefendants as necessary parties to the counterclaim. Mot. to Join 15 Necessary Parties, ECF No. 9. The motions to amend and to join were granted by this court on 16 May 12, 2014. ECF No. 32. 17 Borrowers filed a counterclaim on May 13, 2014. Counterclaim, ECF No. 33. 18 Counterdefendants filed a motion for a more definite statement and a motion to strike, which the 19 court has denied. ECF Nos. 35, 36, 76. Counterdefendant BofW filed its answer to Borrowers’ 20 counterclaim on June 11, 2014. ECF No. 55. The remaining counterdefendants filed this motion 21 to dismiss (“Counterdefendants’ Motion”) on July 3, 2014. ECF No. 65. With their motion to 22 dismiss, counterdefendants filed a Request for Judicial Notice which included the DOT, 23 24 25 26 27 28 1 These claims come after lengthy proceedings in both state and bankruptcy court. See Counterdefendants’ Mot. at 10-11, ECF No. 65. Briefly, EBI filed a complaint for unlawful detainer following a nonjudicial closure. ECF No. 70, Ex. 28. Borrowers filed a general demurrer (id., Ex. 32), and EBI obtained a judgment in the action. Id., Ex. 31. On January 25, 2013, Borrowers filed an action in state court. Id., Ex. 22. It was removed, remanded, and removed again to bankruptcy court, where it was voluntarily dismissed on January 13, 2014. Id., Ex. 34. On September 3, 2013, Borrowers filed a third bankruptcy case in the Eastern District Bankruptcy Court (id., Ex. 32), which was dismissed on December 13, 2013. Id., Ex. 33. 3 1 Forbearance Agreement, assignment of the promissory note, and correspondence between the 2 parties with regard to the alleged default status and attempts to cure. Req. for Jud. Notice 3 (“RJN”), ECF No. 70. Borrowers filed objections to the RJN on August 8, 2014. ECF No. 91. 4 Borrowers filed their opposition to the instant motion to dismiss on August 9, 2014. ECF No. 92. 5 Counterdefendants filed their reply on August 15, 2014. ECF No. 99. 6 In their counterclaim, Borrowers bring six claims for relief against all 7 Counterdefendants and plaintiff Fidelity: 1) Cancellation of Instrument(s); 2) Breach of Contract; 8 3) Violation of the Equal Credit Opportunity Act; 4) Elder Abuse (unfair advantage); 5) Elder 9 Abuse (financial abuse); 6) unfair, unlawful, fraudulent business practices under the California 10 Business and Professions Code; and 7) Negligence. Countercl., ECF No. 33. Borrowers assert 11 counterdefendants formed EBI for the sole purpose of becoming the Borrowers’ creditor and to 12 take control of the Property, breached the terms of the Deed of Trust, and unlawfully prevented 13 Borrowers and the Falcon Lodge from curing their defects and continuing to operate. Id. at 3. 14 Borrowers and counterdefendants dispute whether Borrowers were in default, and the amount 15 necessary to cure the alleged default. Id. at 7-8. Borrowers also claim counterdefendants did not 16 provide notice of a non-monetary default and how such a default could be cured. Opp’n at 10. 17 Defendants contend Borrowers have not alleged sufficient facts to state any claim for relief and 18 Borrowers’ material factual allegations are easily refuted. Counterdefendants’ Mot. at 2. 19 II. 20 LEGAL STANDARD A. 21 Motion to Dismiss Under Rule 12(b)(6) of the Federal Rules of Civil Procedure, a party may move to 22 dismiss a complaint for “failure to state a claim upon which relief can be granted.” A court may 23 dismiss “based on the lack of cognizable legal theory or the absence of sufficient facts alleged 24 under a cognizable legal theory.” Balistreri v. Pacifica Police Dep’t, 901 F.2d 696, 699 (9th Cir. 25 1990). 26 Although a complaint need contain only “a short and plain statement of the claim 27 showing that the pleader is entitled to relief,” FED. R. CIV. P. 8(a)(2), in order to survive a motion 28 to dismiss this short and plain statement “must contain sufficient factual matter . . . to ‘state a 4 1 claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting 2 Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A complaint must include something 3 more than “an unadorned, the-defendant-unlawfully-harmed-me accusation” or “‘labels and 4 conclusions’ or ‘a formulaic recitation of the elements of a cause of action.’” Id. (quoting 5 Twombly, 550 U.S. at 555). Determining whether a complaint will survive a motion to dismiss 6 for failure to state a claim is a “context-specific task that requires the reviewing court to draw on 7 its judicial experience and common sense.” Id. at 679. Ultimately, the inquiry focuses on the 8 interplay between the factual allegations of the complaint and the dispositive issues of law in the 9 action. See Hishon v. King & Spalding, 467 U.S. 69, 73 (1984). 10 In making this context-specific evaluation, this court must construe the complaint 11 in the light most favorable to the plaintiff and accept as true the factual allegations of the 12 complaint. Erickson v. Pardus, 551 U.S. 89, 93-94 (2007). This rule does not apply to “‘a legal 13 conclusion couched as a factual allegation,’” Papasan v. Allain, 478 U.S. 265, 286 (1986) quoted 14 in Twombly, 550 U.S. at 555, nor to “allegations that contradict matters properly subject to 15 judicial notice” or to material attached to or incorporated by reference into the complaint. 16 Sprewell v. Golden State Warriors, 266 F.3d 979, 988-89 (9th Cir. 2001). A court’s 17 consideration of documents attached to a complaint or incorporated by reference or matter of 18 judicial notice will not convert a motion to dismiss into a motion for summary judgment. United 19 States v. Ritchie, 342 F.3d 903, 907-08 (9th Cir. 2003); Parks Sch. of Bus. v. Symington, 51 F.3d 20 1480, 1484 (9th Cir. 1995); compare Van Buskirk v. Cable News Network, Inc., 284 F.3d 977, 21 980 (9th Cir. 2002) (noting that even though court may look beyond pleadings on motion to 22 dismiss, generally court is limited to face of the complaint on 12(b)(6) motion). 23 24 B. Request for Judicial Notice A court may incorporate documents into the complaint by reference for purposes 25 of deciding the instant motion. Davis v. HSBC Bank Nevada, N.A., 691 F.3d 1152 (9th Cir. 26 2012). “Ordinarily, a court may look only at the face of the complaint to decide a motion to 27 dismiss,” Van Buskirk v. Cable News Network, 284 F.3d 977, 980 (9th Cir. 2002), and may not 28 “consider[] evidence outside the pleadings,” United States v. Ritchie, 342 F.3d 903, 907 (9th Cir. 5 1 2003). However, exceptions exist for “documents attached to the complaint, documents 2 incorporated by reference in the complaint, or matters of judicial notice,” which a court may 3 properly consider “without converting the motion to dismiss into a motion for summary 4 judgment.” Id. (citations omitted). A document is “incorporated by reference into a complaint if 5 the plaintiff refers extensively to the document or the document forms the basis of the plaintiff’s 6 claim,” and “[c]ourts may only take judicial notice of adjudicative facts that are not subject to 7 reasonable dispute” or “some public records.” Id. (citations and internal quotation marks 8 omitted). 9 The counterclaim refers to the DOT, the February 3, 2011 Forbearance 10 Agreement; the November 30, 2011 letter from BofW notifying Borrowers of their default; the 11 March 2012 transfer of the Loan from BofW to EBI; and the March/April 2012 correspondence in 12 which EBI notified Borrowers of their default status, Borrowers attempted to cure, and EBI 13 responded. The documents are authenticated by a sworn declaration from John C. Rogers, a 14 counterdefendant with personal knowledge. Rogers Decl., ECF No. 67. These documents are 15 germane to the counterclaim because the thrust of the dispute is whether Borrowers were aware of 16 the entirety of their default, in what amount, and whether Borrowers sufficiently cured their 17 default status. These documents are referenced extensively by both parties in the counterclaim, 18 motion to dismiss and oppositional papers. ECF Nos. 33, 55, 65, 92, 99. These documents are 19 therefore incorporated by reference into the counterclaim. 20 The court also takes judicial notice of the state court and bankruptcy court filings 21 submitted with counterdefendants’ motion to dismiss. See RJN Exhibits 13-34. These 22 documents are public records and filings germane to the res judicata defense raised by the 23 counterdefendants in their motion to dismiss. See Argueta v. J.P. Morgan Chase, 787 F. Supp. 2d 24 1099, 1103 (E.D. Cal. 2011) (taking judicial notice of documents that “are matters of public 25 record whose accuracy cannot be questioned”); see also NuCal Foods, Inc. v. Quality Egg LLC, 26 887 F. Supp. 2d 977, 984 (E.D. Cal. 2012) (taking judicial notice of pleadings, affidavits and 27 petitions in state court proceeding). 28 ///// 6 1 III. 2 ANALYSIS A. Factual Allegations and Viability of Claims 3 Although the counterclaim need not contain detailed factual allegations, its 4 “(f)actual allegations must be enough to raise a right to relief above the speculative level . . . on 5 the assumption that all the allegations in the complaint are true (even if doubtful in fact).” In 6 short, it must allege “enough facts to state a claim to relief that is plausible on its face.” Bell 7 Atlantic Corp. v. Twombly, 550 U.S. 544, 556–57, 570 (2007) (parentheses in original; emphasis 8 added). Counterdefendants contend that each of the Borrowers’ factual allegations is easily 9 refuted by the documents judicially noticed by this Order. Although counterdefendants have 10 produced documents that put Borrowers on notice of default and their nonmonetary obligations, 11 these documents do not disprove Borrowers’ factual allegations, which at this pleading stage must 12 be taken as true. Borrowers allege counterdefendants conspired to foreclose the Property, 13 misrepresented the debts owed, and acted against Borrowers by purchasing the Loan to take 14 control of the Property. Opp’n at 4-8. These allegations are not refuted by the information in the 15 documents. Taking Borrowers’ contentions on their face, Borrowers have stated viable claims for 16 relief. 17 B. California Tender Rule 18 Counterdefendants contend the entire counterclaim should be dismissed because 19 Borrowers have failed to make an unconditional tender of the foreclosed debt. They argue that, 20 absent an offer to tender the obligation in full, plaintiffs lack standing to challenge nonjudicial 21 foreclosure proceedings. Counterdefendants’ Mot. at 15. Borrowers contend they do not need to 22 offer complete tender because they are not attempting to set aside the sale. Instead, their claims 23 seek damages for the contention that EBI “contrived and falsified” the amount required to cure, 24 wrongfully rejected their tender, and did so in furtherance of a conspiracy to take control of the 25 property. See generally Countercl., ECF No. 33. 26 Under California law, in an action to set aside a trustee's sale, a plaintiff must 27 demonstrate that he has made a valid and viable tender [offer] of payment of the indebtedness.” 28 Pantoja v. Countrywide Home Loans, Inc., 640 F.Supp.2d 1177, 1183–84 (N.D. Cal. 2009) 7 1 (citations and quotation marks omitted); see also Alcaraz v. Wachovia Mortgage FSB, 2 592 F. Supp. 2d 1296, 1304 (E.D. Cal. 2009) (“‘A valid and viable tender of payment of the 3 indebtedness owing is essential to an action to cancel a voidable sale under a deed of trust.’”) 4 (citing Karlsen v. Am. Sav. & Loan Ass'n, 15 Cal. App. 3d 112 (Ct. App. 1971)). A tender must 5 be one of full performance and must also be unconditional. Arnolds Mgmt. Corp. v. Eischen, 6 158 Cal. App. 3d 575, 580 (Ct. App. 1984). 7 The California tender rule applies in an action to set aside a trustee's sale for 8 alleged irregularities in the sale notice or procedure. “The rationale behind the rule is that if 9 plaintiffs could not have redeemed the property had the sale procedures been proper, any 10 irregularities in the sale did not result in damages to the plaintiffs.” FPCI RE–HAB 01 v. E & G 11 Invs., Ltd., 207 Cal. App. 3d 1018, 1021 (Ct. App. 1989); see also Intengan v. BAC Home Loans 12 Servicing LP, 214 Cal. App. 4th 1047, 1053 (2013) (“[A] plaintiff may not challenge the 13 propriety of a foreclosure on his or her property without offering to repay what he or she 14 borrowed against the property.”). Furthermore, a party must allege full tender “in order to 15 maintain any cause of action for irregularity in the sale procedure.” Abdallah v. United Savs. 16 Bank, 43 Cal. App. 4th 1101 (Ct. App. 1996); see also Arnolds Mgmt. Corp., 158 Cal. App. 3d at 17 579 (“A cause of action ‘implicitly integrated’ with the irregular sale fails unless the trustor can 18 allege and establish a valid tender.”) (citation omitted). 19 However, “the tender rule is not without exceptions.” Tamburri v. Suntrust 20 Mortgage, et. al., No. C–11–2899 EMC, 2011 WL 6294472 (N.D. Cal. Dec. 15, 2011). The 21 exceptions and qualifications to California's tender rule counsel against a mechanical application 22 of the rule at the pleading stage. Tamburri, 2011 WL 6294472 at *3. Several courts have 23 recognized a general equitable exception to applying the tender rule where “it would be 24 inequitable to do so.” Onofrio v. Rice, 55 Cal. App. 4th 413, 424 (1997) (internal citations and 25 quotations omitted); see, e.g., Humboldt Sav. Bank v. McCleverty, 161 Cal. 285, 291 (1911) 26 (recognizing that there are “cases holding that, where a party has the right to avoid a sale, he is 27 not bound to tender any payment in redemption;” adding that, “[w]hatever may be the correct 28 rule, viewing the question generally, it is certainly not the law that an offer to pay the debt must 8 1 be made, where it would be inequitable to exact such offer of the party complaining of the sale”); 2 Robinson v. Bank of America, 12–CV–00494–RMW, 2012 WL 1932842, at *3 (N.D. Cal. 3 May 29, 2012) (inequitable to apply tender rule in certain circumstances); Bowe v. Am. Mortg. 4 Network, Inc., CV 11–08381 DDP SHX, 2012 WL 2071759, at *2 (C.D. Cal. June 8, 2012) 5 (same); Giannini v. American Home Mortg. Servicing, Inc., No. 11–04489 TEH, 2012 WL 6 298254, at *3 (N.D. Cal. Feb. 1, 2012) (same). 7 In the instant case, Borrowers contend that tender, or at least full tender, should not 8 be required because they are not contesting irregularities in sale notice or procedure. Borrowers 9 do not even state a claim for wrongful foreclosure, which would implicate sale procedures. A 10 growing number of courts have explicitly held that the tender rule only applies in cases seeking to 11 set aside a completed sale. See, e.g., Vissuet v. Indymac Mortg. Services, No. 09–CV–2321–IEG 12 (CAB), 2010 WL 1031013, at *2 (S.D. Cal. Mar. 19, 2010) (“[T]he California ‘tender rule’ 13 applies only where the plaintiff is trying to set aside a foreclosure sale due to some irregularity.”); 14 Lona v. Citibank, N.A, 202 Cal. App. 4th 112–114 (2011) (“Courts recognize certain exceptions 15 to the tender rule, such as when the borrower challenges the validity of the underlying debt . . . if 16 the borrower's action attacks the validity of the underlying debt, a tender is not required since it 17 would constitute an affirmation of the debt.”). 18 Both parties agree an amount was tendered, but dispute whether that amount was 19 enough to cure the default. Although a sale has taken place, Borrowers seek relief from 20 counterdefendants for their alleged wrongdoing leading up to the sale, their intention to 21 wrongfully take control of the Property, and their false demands for tender to cure the default. 22 Borrowers’ claim challenges pre-sale actions and is not barred by the tender rule. 23 24 C. Res Judicata The counterdefendants contend the counterclaim is barred by res judicata because 25 the question of legal title is covered by the previous unlawful detainer action. EBI obtained a 26 judgment in an unlawful detainer action concerning the Property in July 2013. Counter- 27 defendants’ Mot. at 10, 16. However, such an action is given limited preclusive effect. A 28 judgment in unlawful detainer will not prevent one who is dispossessed from bringing a 9 1 subsequent action to resolve questions of title or to adjudicate other legal and equitable claims 2 between the parties. Vella v. Hudgins, 20 Cal. 3d 251, 255 (1977) (collecting cases). 3 Applying the traditional rule that a judgment rendered by a court of competent 4 jurisdiction is conclusive as to any issues necessarily determined in that action, courts have held 5 that subsequent fraud or quiet title suits founded upon allegations of irregularity in a trustee's sale 6 are barred by a prior unlawful detainer judgment. Freeze v. Salot, 122 Cal. App. 2d 561 (1954); 7 Bliss v. Security-First Nat. Bank, 81 Cal. App. 2d 50 (1947); Seidell v. Anglo-California Trust 8 Co., 55 Cal. App. 2d 913 (1942). “Where, however, the claim sought to be asserted in the second 9 action encompasses activities not directly connected with the conduct of the sale, applicability of 10 the res judicata doctrine, either as a complete bar to further proceedings or as a source of 11 collateral estoppel, is much less clear.” Vella, 20 Cal. 3d at 256. A detainer action has statutory 12 time constraints and limited resources; it does not require a litigant to argue a “complex fraud 13 claim involving activities not directly related to the technical regularity of the trustee’s sale.” Id. 14 at 258. Borrowers’ claims go beyond the scope of technical regularity because they involve 15 claims of misrepresentation, conspiracy to foreclose the property and an attempt by Borrowers to 16 cure the debt. Borrowers allege wrongdoing in the actions and representations made prior to the 17 foreclosure. The unlawful detainer action was limited in scope and did not fully and completely 18 adjudicate the issues before the court in this action. For these reasons, the counterclaim is not 19 barred by res judicata. 20 21 D. Claims against Ferrari Investment, LLC, David J. Ferrari, and John C. Rogers. Counterdefendants allege the complaint is rife with conclusory allegations against 22 Ferrari Investment, David Ferrari, and John Rogers. Counterdefendants’ Mot. at 18. 23 Counterdefendants also contend that title has vested with EBI, and therefore the claims against 24 these other parties are not proper. Id. at 19. The court agrees that Borrowers’ counterclaim fails 25 to allege any facts against these parties. The counterclaim contains only conclusory statements of 26 conspiracy that each “immediately began to exercise over [c]ounterclaimants by concocting a 27 fictitious monetary default” and that fiction was “created for the malevolent purpose of acquiring 28 [c]ounterclaimants' Property.” Countercl. at 8. Plaintiffs do not, as required under the heightened 10 1 pleading standard of Rule 9, assert the particular circumstances against these individuals that 2 constitute fraud. FED. R. CIV. P. 9(b). Moreover, the facts alleged in the counterclaim, the 3 rejection of tender and misrepresentation of debt owed to cure, are against the creditor EBI, not 4 these other parties. Because the court cannot find these defects cannot be cured by amendment, 5 however, the court grants with leave to amend. 6 IV. 7 CONCLUSION For the foregoing reasons, Counterdefendants’ motion to dismiss is GRANTED 8 with respect to the claims against Ferrari Investment, LLC, David J. Ferrari, and John C. Rogers; 9 the motion is DENIED in all other respects. Plaintiffs should file an amended complaint within 10 21 days of the filed date of this order. 11 IT IS SO ORDERED. 12 DATED: November 7, 2014. 13 14 15 UNITED STATES DISTRICT JUDGE 16 17 18 19 20 21 22 23 24 25 26 27 28 11

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