Gentges et al v. Trend Micro, Inc.

Filing 53

ORDER by Judge ARMSTRONG granting 47 Motion to Dismiss; finding as moot 47 Motion to Strike (lrc, COURT STAFF) (Filed on 7/9/2012)

1
2
3
4
5
6

UNITED STATES DISTRICT COURT

7

FOR THE NORTHERN DISTRICT OF CALIFORNIA

8

OAKLAND DIVISION

9
10 SHARON GENTGES, an individual,

Case No: C 11-5574 SBA

MARION KERSTING, an individual,
11 JOHN NEKORANEC, an individual,
LEANNA NEKORANEC, an individual,
12 and LYLE J. HALS, an individual,
individually and on behalf of a class of
13 similarly situated persons,

ORDER GRANTING
DEFENDANT’S MOTION
TO DISMISS

Plaintiffs,

14
15

Docket 47

vs.

16 TREND MICRO INC., a California

corporation, and DOES 1-10, inclusive,
17

Defendants.
18
19
20

Plaintiffs Sharon Gentges, Marion Kersting, John and Leanna Nekoranec, and Lyle

21

J. Hals bring the instant putative class action against Defendant Trend Micro Inc. (“Trend

22

Micro”), alleging state law claims based on violations of California’s Unfair Competition

23

Law (“UCL”), California Business and Professions Code § 17200, et seq., and the

24

California Consumer Legal Remedies Act (“CLRA”), California Civil Code § 1750, et seq.

25

The gist of their claims is that Trend Micro fails to adequately disclose to consumers that

26

software subscriptions purchased through its website will be automatically billed for

27

software subscription renewals. Jurisdiction is predicated upon the Class Action Fairness

28

Act, 28 U.S.C. §§ 1332(d)(2).

1

The parties are presently before the Court on Defendant Trend Micro’s Amended

2

Motion to Dismiss and Motion to Strike, pursuant to Federal Rules of Civil Procedure

3

12(b)(1) and 12(b)(6). Dkt. 47. Having read and considered the papers filed in connection

4

with this matter and being fully informed, the Court GRANTS the motion to dismiss for the

5

reasons set forth below. The Court, in its discretion, finds this matter suitable for resolution

6

without oral argument. See Fed. R. Civ. P. 78(b); N.D. Cal. Civ. L.R. 7-1(b).

7

I.

8

BACKGROUND
A.

9

OVERVIEW
1.

Summary of Allegations

10

Defendant Trend Micro, a California corporation which maintains a business office

11

in Cupertino, California, sells computer security and anti-virus software to businesses and

12

individuals on its website, which is located at the URL, www.trendmicro.com. First Am.

13

Compl. (“FAC”) ¶ 2. As is common in commercial websites, Trend Micro’s site includes

14

information regarding the company and its software products, and contains a link to an on-

15

line “Store” where its products can be purchased. Id.; Hoen Decl. ¶ 4, Dkt. 25. Trend

16

Micro’s products are sold on a subscription basis for one or more years. Id. ¶ 3. The

17

software will cease to function once the term has expired, unless the subscription is

18

renewed. Id.

19

When purchasing a Trend Micro product through its website, a consumer must

20

proceed through a multi-step process. Id. ¶¶ 30-42. At Step 1, the consumer selects the

21

product she wishes to purchase. Id. ¶ 33. Under the product title, in smaller print, there is a

22

link for “(update Auto-Renew status) Auto-Renew.” Id. If the consumer clicks on this

23

link, a pop-up window appears that allows the consumer to turn off the Auto-Renew

24

feature. Id. Plaintiffs claim that a reasonable consumer would not notice the Auto-Renew

25

text or click on it, as it allegedly is not clearly and conspicuously disclosed as a material

26

term of the transaction. Id. At Step 2, the consumer is prompted to enter her billing and

27

payment information. Id. ¶¶ 39-40. Step 3 is the Order Complete page. Hoen Decl. Ex. D.

28
-2-

1

Each of the Plaintiffs allegedly purchased a one-year subscription to Trend Micro

2

anti-virus software and subsequently had their subscriptions renewed without their

3

knowledge or consent. Id. ¶ 7. Plaintiffs allege that the alleged lack of clear disclosure

4

regarding the Auto-Renew process is deceptive and misleading. However, none of the

5

Plaintiffs allege that they did not desire to renew their software subscription, that their

6

subscription was not renewed following payment or that the software was defective or not

7

worth the renewal price.

8
9

2.

Ownership and Operation of the On-Line Store

The URL www.trendmicro.com is registered to Trend Micro. Rosenfeld Decl. Ex.

10

A, Dkt. 31-1. The on-line Store on the Trend Micro website, however, is owned, controlled

11

and operated by non-party Digital River, Inc. (“Digital River”), a Delaware corporation

12

with its principal place of business in Minnesota. Hoen Decl. ¶ 2 and Ex. A § II.A.2,

13

II.B.5. Digital River operates the Store under the auspices of two related agreements,

14

collectively referred to as the “Digital River-Trend Micro Agreement,” effective April 1,

15

2006. Id. ¶ 2 and Exs. A, B. The agreement was entered into by Trend Micro’s parent

16

entity, Trend Micro Incorporated (“TM Japan”), a Japanese corporation with its principal

17

place of business located in Tokyo, Japan, and Digital River and affiliated entities. Id.1

18

Under the terms of the Digital River-Trend Micro Agreement, Digital River

19

purchases licenses wholesale from TM Japan for resale through the online Store. Id. ¶ 2;

20

Ex. A § I.A., II.A. Although the on-line Store is accessed through Trend Micro’s website,

21

once the consumer clicks on the “Buy Now” hyperlink to initiate the purchase, she is

22

rerouted to a server owned and operated by Digital River which is located in Minnesota.

23
24
25
26
1

The other two signatories are Digital River Ireland Limited, a company organized
under the laws of Ireland, and Digital River Japan K.K., an entity organized under Japanese
law with its principal place of business in Tokyo, Japan. For simplicity, the Digital River
28 entities are collectively referred to as “Digital River.” Hoen Decl. ¶ 2.
27

-3-

1

Id. ¶ 22; Drew Decl. ¶ 4, Dkt. 24; Hoen Decl. Ex. A § II.A.3.2 As an authorized reseller,

2

Digital River, not Trend Micro, sets prices, collects funds and pays taxes for sales of

3

software licenses through its Store. Id. Ex. A §§ I.A. and II.F.2. In addition, Digital River

4

is vested with “full control over the privacy policy, terms and conditions of sale, and text of

5

pages which are utilized in connection with the Cart [i.e., those parts of the Store that are

6

associated with the purchase process].” Id. § II.A.2 (emphasis added). “Returns and

7

refunds are in the discretion of [Digital River.]” Id. § II.A.12. Trend Micro does not sell

8

any software licenses through www.trendmicro.com. Drew Decl. ¶ 4; Lau Decl. ¶ 2, Dkt.

9

26.

10

B.

11

Plaintiffs filed their original Complaint in this Court on November 16, 2011, and

PROCEDURAL HISTORY

12

their First Amended Complaint (“FAC”) on February 2, 2012. The FAC alleges that

13

“Plaintiffs bring this action on their own behalf and as representatives of all persons:

14

a) who purchased a software membership product on the Trend Micro website, and b) who

15

were charged for the automatic renewal of that software product by Trend Micro on or after

16

November 15, 2007[.]” FAC ¶ 107. The FAC alleges two claims for violation of the UCL

17

and the CLRA.

18

Trend Micro has now filed a motion to dismiss the claims alleged in the FAC for

19

lack of subject matter jurisdiction and failure to state a claim. Dkt. 47. Principally, Trend

20

Micro argues that Digital River, not Trend Micro, owns and controls the Trend Micro on-

21

line Store and is solely responsible for the conduct that forms the basis of this action.

22

Trend Micro also contends that Plaintiffs lack standing on the grounds that the UCL and

23

CFRA do not apply to non-California consumers where the conduct giving rise to their

24

claims took place outside of California, and because Plaintiffs have failed to allege that

25

Trend Micro’s alleged lack of adequate disclosure regarding the Auto-Renew process

26
2

To the consumer, this process is transparent, as the on-line Store appears at the
URL www.trendmicro.com. Drew Decl. ¶ 4. The on-line Store uses the Trend Micro URL
in order to avoid customer confusion about whether the software being sold is from a
28 legitimate, authorized reseller. Id.
27

-4-

1

affected their purchase decision. The motion has been fully briefed and is ripe for

2

adjudication.

3

II.

LEGAL STANDARD

4

A.

5

A complaint may be dismissed under Rule 12(b)(1) for lack of subject matter

RULE 12(B)(1)

6

jurisdiction. “A jurisdictional challenge under Rule 12(b)(1) may be made either on the

7

face of the pleadings or by presenting extrinsic evidence.” Warren v. Fox Family

8

Worldwide, Inc., 328 F.3d 1136, 1139 (9th Cir. 2003). In a “facial” challenge, the court

9

assumes the truth of plaintiff’s factual allegations and draws all reasonable inferences in its

10

favor. Doe v. Holy See, 557 F.3d 1066, 1073 (9th Cir. 2009). In the case of a “speaking”

11

motion, the court is not restricted to the face of the pleadings and “may review any

12

evidence, such as affidavits and testimony, to resolve factual disputes concerning the

13

existence of jurisdiction.” McCarthy v. United States, 850 F.2d 558, 560 (9th Cir. 1988).

14

In that case, “[i]t then becomes necessary for the party opposing the motion to present

15

affidavits or any other evidence necessary to satisfy its burden of establishing that the court,

16

in fact, possesses subject matter jurisdiction.” Colwell v. Department of Health and Human

17

Servs., 558 F.3d 1112, 1121 (9th Cir. 2009) (internal quotation marks and citation omitted).

18

“Once challenged, the party asserting subject matter jurisdiction has the burden of proving

19

its existence.” Rattlesnake Coalition v. United States Envtl. Protection Agency, 509 F.3d

20

1095, 1102 n.1 (9th Cir. 2007).

21

B.

22

Under Rule 12(b)(6), a complaint may be dismissed for failure to state a claim if the

23

plaintiff fails to state a cognizable legal theory, or has not alleged sufficient facts to support

24

a cognizable legal theory. Balistreri v. Pacifica Police Dep’t, 901 F.2d 696, 699 (9th Cir.

25

1990). In deciding a Rule 12(b)(6) motion, courts generally “consider only allegations

26

contained in the pleadings, exhibits attached to the complaint, and matters properly subject

27

to judicial notice.” Swartz v. KPMG LLP, 476 F.3d 756, 763 (9th Cir. 2007). The court is

28

to “accept all factual allegations in the complaint as true and construe the pleadings in the

RULE 12(B)(6)

-5-

1

light most favorable to the nonmoving party.” Outdoor Media Group, Inc. v. City of

2

Beaumont, 506 F.3d 895, 899-900 (9th Cir. 2007).

3

“[T]he tenet that a court must accept as true all of the allegations contained in a

4

complaint is inapplicable to legal conclusions. Threadbare recitals of the elements of a

5

cause of action, supported by mere conclusory statements, do not suffice.” Ashcroft v.

6

Iqbal, --- U.S. ---, 129 S.Ct. 1937, 1949-50 (2009). To survive a motion to dismiss for

7

failure to state a claim, the plaintiff must allege “enough facts to state a claim to relief that

8

is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). The

9

plaintiff must allege facts sufficient to “nudge his claims . . . across the line from

10

conceivable to plausible.” Ashcroft v. Iqbal, 129 S.Ct. 1937, 1951 (2009) (quoting

11

Twombly, 550 U.S. at 570). The allegations must “give the defendant fair notice of what

12

the … claim is and the grounds upon which it rests.” Twombly, 550 U.S. at 555. Where a

13

complaint or claim is dismissed, leave to amend generally is granted, unless further

14

amendment would be futile. Chaset v. Fleer/Skybox Int’l, 300 F.3d 1083, 1087-88 (9th Cir.

15

2002).

16

III.

DISCUSSION

17

A.

18

The party seeking relief in a federal court action “bears the burden of showing that

STANDING

19

he has standing for each type of relief sought.” Summers v. Earth Island Inst., 555 U.S.

20

488, 493. The doctrine of standing has both constitutional and prudential (i.e., non-

21

constitutional) components. See Nuclear Info. & Res. Serv. v. Nuclear Regulatory

22

Comm’n, 457 F.3d 941, 950 (9th Cir. 2006). Constitutional standing pertains to Article

23

III’s case or controversy requirement. Friends of the Earth, Inc. v. Laidlaw Envtl. Sys.

24

(TOC), Inc., 528 U.S. 167, 180-81 (2000) (citing Lujan v. Defenders of Wildlife, 504 U.S.

25

555, 560-61 (1992)). Prudential standing considers whether “a particular plaintiff has been

26
27
28
-6-

1

granted a right to sue by the statute under which he or she brings suit.” City of Sausalito v.

2

O’Neill, 386 F.3d 1186, 1199 (9th Cir. 2004).3

3
4

1.

Constitutional Standing

Constitutional standing is a threshold requirement for federal court jurisdiction.

5

Lujan, 504 U.S. at 559-60. Under Article III of the Constitution, federal judicial power

6

extends only to “Cases” and “Controversies.” U.S. Const., art. III, § 2, cl. 1. “[I]n order to

7

have Article III standing, a plaintiff must adequately establish: (1) an injury in fact (i.e., a

8

concrete and particularized invasion of a legally protected interest); (2) causation (i.e., a

9

fairly traceable connection between the alleged injury in fact and the alleged conduct of the

10

defendant); and (3) redressability (i.e., it is likely and not merely speculative that the

11

plaintiff’s injury will be remedied by the relief plaintiff seeks in bringing suit).” Sprint

12

Commc’n Co., L.P. v. APCC Servs., Inc., 554 U.S. 269, 273-74 (2008) (citing Lujan, 504

13

U.S. at 560-561) (internal quotations and alterations omitted). The party invoking federal

14

jurisdiction bears the burden of establishing these elements, which are the “irreducible

15

constitutional minimum” requirements of standing. Lujan, 504 U.S. at 560-61.

16

The standing dispute in this case centers on what the Supreme Court has

17

characterized as “the causation requirement” of standing, i.e., “fair traceability.” Bennett v.

18

Spear, 520 U.S. 154, 167 (1997). “To show causation, the plaintiff must demonstrate a

19

causal connection between the injury and the conduct complained of—the injury has to be

20

fairly traceable to the challenged action of the defendant, and not the result of the

21

independent action of some third party not before the court.” Salmon Spawning &

22

Recovery Alliance v. Gutierrez, 545 F.3d 1220, 1227 (9th Cir. 2008). “Although the

23

“traceability” of a plaintiff’s harm to the defendant’s actions need not rise to the level of

24

proximate causation, Article III does require proof of a substantial likelihood that the

25

defendant’s conduct caused plaintiff’s injury in fact.” Habecker v. Town of Estes Park,

26
3

While Article III standing may be raised in a Rule 12(b)(1) motion, questions of
prudential standing must be raised in a Rule 12(b)(6) motion. See Cetacean Cmty. v. Bush,
28 386 F.3d 1169, 1174-75 (9th Cir. 2004).
27

-7-

1

Colo., 518 F.3d 1217, 1225 (10th Cir. 2008) (citations and internal quotations omitted and

2

emphasis added).

3

Here, Plaintiffs have failed to carry their burden of establishing that their alleged

4

injury, i.e., the renewal of their software subscriptions without adequate prior notice, is

5

fairly traceable to Trend Micro. The evidence presented by Trend Micro, which is not

6

controverted by Plaintiffs, shows that it was Digital River—not Trend Micro—that engaged

7

in the disputed transactions with Plaintiffs. As the Digital River-Trend Micro Agreement

8

and record evidence makes clear, Trend Micro does not sell any software on its website.

9

Drew Decl. ¶ 4; Lau Decl. ¶ 2. Rather, all purchase transactions, including initial and

10

renewal payments, are controlled by Digital River through the on-line Store, which Digital

11

River owns and controls. Hoen Decl. Ex. A § I.A, II.A. Trend Micro’s complete lack of

12

involvement in the transactions forming the basis of this action is underscored by the fact

13

that all Plaintiffs’ payments (except for Plaintiff Leanna Nekoranec, who had no dealings

14

with Digital River or Trend Micro) were processed by Digital River, not Trend Micro.

15

Hoen Decl. ¶¶ 24-50.

16

Plaintiffs attempt to make much of the fact that the URL www.trendmicro.com is

17

registered to Trend Micro and that the on-line Store is accessed through that web address.

18

Opp’n at 6. However, Trend Micro’s ownership of the domain name is inapposite. The

19

practices at issue in this action pertain specifically to sale of Trend Micro products made

20

through its on-line Store, not the website in general. See FAC ¶¶ 30-42. As discussed,

21

Digital River owns the licenses for software which are resold to the public through the on-

22

line Store. Digital River, not Trend Micro, owns the Store and has “full control” over the

23

Store’s content and the “terms and conditions” governing sales made through it Store.

24

Hoen Decl. Ex. A § II.A.2. Although consumers are able to access the Store through

25

www.trendmicro.com, the actual purchase transaction is routed to Digital River’s servers in

26

Minnesota. Drew Decl. ¶ 4. The reason the Trend Micro domain name remains constant

27

throughout the purchase transaction is to avoid customer confusion as to whether Digital

28

River is an authorized reseller of authentic Trend Micro products. Id. Digital River’s
-8-

1

responsibility for the sales transaction is underscored by the emails confirming purchase

2

transactions which direct the purchaser to “contact Digital River” for any “billing questions

3

or additional assistance with your order.” Hoen Decl. Ex. H at 6.

4

Equally unavailing is Plaintiffs’ reliance on its “alternative” allegations that Trend

5

Micro retains the “right to control the content and functionality of the Trend Micro

6

website,” and therefore, their alleged injury is traceable to Trend Micro. See Opp’n at 6;

7

FAC ¶¶ 51-56. Not only is this argument conclusory and unsupported, it is belied by the

8

terms of the Digital River-Trend Micro Agreement, which unequivocally establish that

9

control of the purchase transaction and the renewal of subscriptions for Trend Micro

10
11
12

software are handled by Digital River, as opposed to Trend Micro.
2.

Prudential Standing
a)

Extraterritorial Application of the UCL and CLRA

13

Assuming arguendo that Plaintiffs sufficiently demonstrated Article III standing—

14

which they have not—Plaintiffs fail to meet their burden of showing prudential standing.

15

The UCL makes actionable any “unlawful, unfair or fraudulent business act or practice.”

16

Cal. Bus. & Prof. Code § 17200. Similarly, the CLRA prohibits “unfair methods of

17

competition and unfair or deceptive acts or practices.” Cal. Civ. Code § 1770. Trend

18

Micro contends that Plaintiffs, none of whom are California residents, lack standing to

19

pursue UCL or CLRA claims. Mot. at 15-17. The Court agrees.

20

California courts have long acknowledged a general presumption against the

21

extraterritorial applications of state laws. Sullivan v. Oracle Corp., 51 Cal.4th 1191, 1207

22

(2011). “Neither the language of the UCL nor its legislative history provides any basis for

23

concluding the Legislature intended the UCL to operate extraterritorially. Accordingly, the

24

presumption against extraterritoriality applies to the UCL in full force.” Id. Applying that

25

presumption, state and federal courts have concluded that the UCL and CLRA do not reach

26

claims of non-California residents arising from conduct occurring entirely outside of

27

California. Norwest Mortg., Inc. v. Super. Ct., 72 Cal. App. 4th 214, 222 (1999) (holding

28

that the UCL was inapplicable to “injuries suffered by non-California residents, caused by
-9-

1

conduct occurring outside of California’s borders, by defendants whose headquarters and

2

principal places of operations are outside of California”); In re Apple and AT & T iPad

3

Unlimited Data Plan Litig., 802 F. Supp. 2d 1070, 1076 (N.D. Cal. 2011) (dismissing

4

CLRA and UCL claims by non-California residents who purchased their iPad and data

5

plans outside of California); Churchill Vill., L.L.C. v. Gen. Elec. Co., 169 F. Supp. 2d

6

1119, 1126-27 (N.D. Cal. 2000) (rejecting claims by non-California consumers where none

7

of the defendant’s written or oral communications made in California was directed to

8

consumers outside the state), aff’d, 361 F.3d 566 (9th Cir. 2004).

9

Having reviewed the allegations of the FAC and matters subject to judicial notice,

10

the Court is persuaded that Plaintiffs lack standing to pursue claims under the UCL and

11

CFRA. None of the Plaintiffs resides in California and none of the conduct that forms the

12

basis of this action arose here. FAC ¶¶ 17-22. Although Trend Micro may own the URL

13

<www.trendmicro.com>, Digital River both owns and controls the content of the on-line

14

Store. Hoen Decl. Ex. A § II.A.2. In addition, the on-line Store was hosted, not on Trend

15

Micro’s server, but on Digital River’s server located outside of California. Id. § II.A.3.

16

Plaintiffs vague and conclusory allegations that Trend Micro provided unspecified

17

assistance to Digital River, see FAC ¶¶ 51-56, are directly contravened by the Digital

18

River-Trend Micro Agreement, which establishes precisely the opposite. A court is “not

19

required to accept as true conclusory allegations which are contradicted by documents

20

referred to in the complaint” or “that contradict matters properly subject to judicial notice.”

21

Sprewell v. Golden State Warriors, 266 F.3d 979, 988 (9th Cir. 2001). That is the exact

22

circumstance here. In sum, the Court finds that there is little, if any nexus, between

23

Plaintiffs and their claims and California; therefore, Plaintiffs lack prudential standing to

24

assert claims under the UCL and CLRA.4

25
4

The Court also notes that Plaintiffs’ admitted failure to file the requisite certificate
under California Civil Code § 1780(d) also deprives them of standing to assert a CLRA
claim. See In re Apple & AT & T iPad Unlimited Data Plan Litig., 802 F. Supp. 2d 1070,
27 1077 (N.D. Cal. 2011) (dismissing CLRA claims where plaintiff failed to file § 1780(d)
affidavit); In re Sony Grand Wega KDF-E A10/A20 Series Rear Projection HDTV
28 Television Litig., 758 F. Supp. 2d 1077, 1094 (S.D. Cal. 2010) (same).
26

- 10 -

1

b)

2

Causation

Even if the UCL and CFRA were deemed to apply extraterritorially, Plaintiffs have

3

not alleged conduct within the purview of either statute. The UCL requires that a named

4

class representative must demonstrate “actual reliance” to have standing to sue—i.e., the

5

plaintiff must show “that the defendant’s misrepresentation or nondisclosure was an

6

immediate cause of the plaintiff’s injury-producing conduct.” In re Tobacco II Cases,

7

46 Cal.4th 298, 328 (2009) (citations and internal quotations omitted). The same holds true

8

for claims under the CLRA. Durell v. Sharp Healthcare, 183 Cal.App.4th 1350, 1366-67

9

(2010).

10

Here, Plaintiffs fail to allege that Trend Micro’s alleged lack of clear disclosure

11

regarding the Auto-Renew process was an immediate cause of their injury. Nowhere in the

12

FAC do Plaintiffs claim that they did not want to have their subscriptions renewed

13

automatically. To the contrary, Plaintiffs merely allege that the lack of full disclosure,

14

standing alone, was harmful. See FAC ¶¶ 50, 78, 88, 97. Such allegations are insufficient

15

to establish standing under either the UCL or CLRA. E.g., Durell, 183 Cal.App.4th at

16

1363-64, 67 (affirming demurrer to UCL and CLRA claims where plaintiff alleged he was

17

injured by defendant’s business practices but did not actually rely in any alleged

18

misrepresentations); Hall v. Time, Inc., 158 Cal. App. 4th 847, 855 (2008) (holding that

19

plaintiff lacked standing under the UCL to sue bookseller based on its failure to disclose

20

that the book was sold with a 21-day trial period, where plaintiff “did not allege he did not

21

want the book, the book was unsatisfactory, or the book was worth less than what he paid

22

for it.”).

23

IV.

24

CONCLUSION
The Court finds that Plaintiffs lack constitutional and prudential standing to bring

25

claims under the UCL and CFRA. Because that determination is dispositive and mandates

26

the dismissal of the action, the Court need not reach Trend Micro’s remaining arguments.

27

Accordingly,

28
- 11 -

1

IT IS HEREBY ORDERED THAT Defendant Trend Micro’s Motion to Dismiss is

2

GRANTED. The claims alleged in this action are dismissed without prejudice. The Clerk

3

shall close the file and terminate all pending matters. All previously-scheduled dates and

4

deadlines are VACATED.

5
6

IT IS SO ORDERED.
Dated: June _9, 2012

______________________________
SAUNDRA BROWN ARMSTRONG
United States District Judge

7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 12 -