Energy Source, Inc. et al v. Gleeko Properties, LLC et al
ORDER DENYING DEFENDANTS G GROUP INTERNATIONAL, LLC AND TYRONE S. GRANDBERRY'S MOTION TO DISMISS 15 . Signed by Judge Joan A. Lenard on 7/28/2011. (dpv)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO. 10-21162-CIV-LENARD/O’SULLIVAN
ENERGY SOURCE, INC. and RMS
OIL AND GAS, LLC
GLEEKO PROPERTIES, LLC, et al.,
ORDER DENYING DEFENDANTS G GROUP INTERNATIONAL, LLC AND
TYRONE S. GRANDBERRY’S MOTION TO DISMISS (D.E. 15)
THIS CAUSE is before the Court on Defendants G Group International, LLC and
Tyrone S. Grandberry’s Motion to Dismiss the Complaint (D.E. 15), filed on October 4,
2010. Plaintiffs Energy Source, Inc. and RMS Oil and Gas, LLC, filed their
Memorandum in Opposition (D.E. 29) on November 8, 2010, to which Defendants
replied (D.E. 31) on November 17, 2010. Upon review of the Motion, Opposition, Reply
and the record, the Court finds as follows.
This case involves a sugar deal gone bad. In or around February 2008, Plaintiff
Energy Source, Inc. (“ESI”), a Florida company, entered into a an agreement to buy sugar
from a Brazilian company. (Compl. ¶ 16, D.E. 1.) In order to commence the sugar
buying arrangement, ESI would have to issue a bank guarantee to provide security to the
sugar seller. (Id. ¶ 19.) Plaintiff RMS Oil and Gas, LLC agreed to provide ESI with the
bank guarantee procurement fee, $439,200.00, in exchange for a share of profits from the
sugar agreement. (Id. ¶ 24.) Plaintiffs had been approached by Defendant Donald
Ramsey who offered to connect them with parties who would, in exchange for the
procurement fee, secure the bank guarantee from HSBC. (Id. ¶ 21.)
Ramsey subsequently introduced Plaintiffs to Defendants Gleeko Properties, LLC,
G Group International, LLC, Tyrone S. Grandberry, Eddie Pace Singletary, Hazarie
International Trade Solutions, Angela Hazarie and ANF Media Tech, LLC. (Id. ¶ 22.)
Defendants made representations to ESI that they would be able to procure the bank
guarantee from HSBC Bank for the specified procurement fee. Defendant William F.
Dippolito, sole shareholder of Defendant William F. Dippolito P.S., Inc., was retained to
act as escrow agent for the procurement fee. (Id. ¶ 27.) On or around April 11, 2008, ESI
sent the procurement fee to Dippolito via wire transfer for placement into escrow. (Id. ¶
Defendants allegedly never procured the bank guarantee from HSBC and
Plaintiffs’ sugar agreement fell through. (Id. ¶¶ 31-32.) Dippolito never returned
Plaintiffs’ procurement fee. Instead, Plaintiffs allege that Dippolito disbursed the
escrowed guarantee fee to all other Defendants and they retained these funds for
themselves. (Id. ¶¶ 29-30.)
Plaintiffs filed suit in this Court on April 9, 2010, alleging claims of: Breach of
Contract (Count I); Unjust Enrichment (Count II); Negligent Misrepresentation (Count
III); Breach of Fiduciary Duty (Count IV); Fraud (Count V); Conversion (Count VI),
Violations of Section 17(a) of the Securities Act of 1933 (Count VII); Violations of
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 (Count VIII);
Aiding and Abetting Violations of the Securities Acts (Count IX); Violations of Section
20(a) of the Exchange Act (Count X); 18 U.S.C.A. § 1962(c) RICO (Count XI),
Conspiracy to Commit Tortious and Wrongful Acts (Count XII); Accounting (Count
XIII); and Constructive Trust (Count XIV). As of the date of this Order, all Defendants
save for Grandberry and G Group International, LLC have defaulted.
Motion to Dismiss
Grandberry is a resident of Virginia and the president of G Group International,
LLC which is headquartered in Virginia. (Id. ¶¶ 6-7.) Both he and G Group now move to
dismiss Plaintiffs’ Complaint under Federal Rules of Civil Procedure 12(b)(2) and (3),
lack of personal jurisdiction and improper venue.
Defendants first argue that no personal jurisdiction exists over them in this Court.
(Mot. at 3.) They argue that the Florida long-arm statute does not confer either general
nor specific jurisdiction over Defendants by virtue of their acts in Florida. (Id. at 4-7
(citations omitted).) In support of this argument, Grandberry submits a Declaration (D.E.
16) wherein he itemizes both his and G Group’s ties to Virginia and their lack of personal
and business dealings in Florida. Defendants also contend they lack such minimum
contacts with Florida that the Due Process Clause of the Fourteenth Amendment prohibits
the exercise of personal jurisdiction over them. (Mot. at. 7-8 (citations omitted).)
Finally, Defendants claim that venue is improper under 28 U.S.C. 1391(b) as the majority
of Defendants do not reside in Florida, a substantial part of the events that gave rise to
this action did not occur here and neither of the two remaining defendants are found here.
(Id. at 8-9 (citations omitted).)
In their Opposition, Plaintiffs take issue with all of Defendant’s arguments.
Plaintiffs claim that Florida’s long-arm statute, Fla. Stat. § 48.193(1)(b) provides
jurisdiction over parties that commit tortious acts in the state. (Opp. at 4.) In support,
they attach the Affidavit of Carlos Florez (D.E. 29-1), president of ESI, to establish that
Defendants and their co-conspirators’ alleged fraudulent statements and
misrepresentations were specifically aimed at Florida with the intent to defraud Plaintiffs.
(Opp. at 5-6.) Plaintiffs also argue that the long-arm statute reaches all alleged
participants of a civil conspiracy in which at least one act in furtherance is committed in
Florida. (Id. at 6 (citation omitted).) For similar reasons, jurisdiction in Florida would
not violate the Due Process Clause. (Id. at 6-7.)
As to Defendants’ venue argument, Plaintiffs contend that a substantial part of the
alleged fraud took place here, Plaintiffs’ home forum should be entitled to substantial
weight, judicial efficiency is promoted by bringing the action here and Florida has strong
public policy concerns regarding adjudicating allegations of fraud committed against a
resident company. (Id. at 7-9.)
In their Reply, Defendants minimize the number and significance of their
telephonic and electronic mail contacts with Plaintiffs in Florida, claiming that in their
totality, these contacts do not satisfy the “connexity” requirement for personal
jurisdiction. (Reply at 2-3 (citations omitted).) Defendants also note that eight other
defendants have defaulted and will not defend this suit, therefore, it will not impose a
huge burden upon Plaintiffs to sue Grandberry and G Group in their home state of
Virginia. (Id. at 3-4.)
A district court must conduct a two-part inquiry when deciding the issue of
personal jurisdiction. Sculptchair, Inc. v. Century Arts, Ltd., 94 F.3d 623 (11th Cir.1996).
First, the court must determine whether the applicable state statute governing personal
jurisdiction is satisfied. Sculptchair, 94 F.3d at 626. If the requirements of the long-arm
statute are satisfied, then the court must inquire as to, (1) whether defendant has
established sufficient “minimum contacts” with the state of Florida; and (2) whether the
exercise of this jurisdiction over defendant would offend “traditional notions of fair play
and substantial justice.” Id. at 630-31 (quoting International Shoe v. Washington, 326
U.S. 310 (1945).
Plaintiffs base their allegations of personal jurisdiction solely on Section
48.193(1)(b) of the Florida long arm statute, arguing that Defendants’ commission of a
tortious act within the state subjects them to jurisdiction here. (Opp. at 4.)
Personal Jurisdiction Under Florida’s Long-Arm Statute Section 48.193(1)(b)
Section 48.193(1)(b) provides that:
Any person, whether or not a citizen or resident of this state, who personally
or through an agent does any of the acts enumerated in this subsection thereby
submits himself or herself and, if he or she is a natural person, his or her
personal representative to the jurisdiction of the courts of this state for any
cause of action arising from the doing of any of the following acts:
(b) Committing a tortious act within this state.
Here, Plaintiffs allege that Grandberry and G Group committed negligent
misrepresentation, fraud, conversion and civil conspiracy to commit each of these torts.1
Each of these torts, if adequately pled and proved prima facie, would satisfy the
requirements of the § 48.193(1)(b) and confer personal jurisdiction over a defendant. Cf.
Zurich Am. Ins. Co. V. Renasant Ins. Co., 2011 U.S. Dist. LEXIS 17641, **8-9 (M.D.
Fla. Feb. 23, 2011) (negligent misrepresentation); Tara Prods., Inc. v. Hollywood
Gadgets, Inc., 2010 WL 1531489, *13 (S.D. Fla. Apr. 16, 2010) (Cohn, J.) (fraud and
civil conspiracy); Future Technology Today, Inc. v. OSF Healthcare Sys., 218 F.3d 1247,
1250 (11th Cir. 2000) (conversion).
Plaintiff’s burden in alleging personal jurisdiction is to plead sufficient material
facts to establish the basis for exercise of such jurisdiction. See Future Tech, 218 F.3d at
1249; Prentice v. Prentice Colour, Inc., 779 F. Supp. 578, 583 (M.D.Fla.1991). The
Eleventh Circuit has also stated:
First, the plaintiff must allege sufficient facts in his complaint to initially
support long arm jurisdiction before the burden shifts to the defendant to
make a prima facie showing of the inapplicability of the statute. If the
defendant sustains this burden, the plaintiff is required to substantiate the
jurisdictional allegations in the complaint by affidavits or other competent
proof, and not merely reiterate the factual allegations in the complaint.
The Court need not consider Plaintiffs’ other, non-tort, causes of action at this
time as they are not alleged to be the basis of personal jurisdiction.
Polskie Linie Oceaniczne v. Seasafe Transport, 795 F.2d 968 (11th Cir. 1986) (citing
Electro Engineering Products Co., Inc. v. Lewis, 352 So. 2d 862 (Fla. 1977)). Florida
courts consider both sworn affidavits together with the pleadings in deciding whether a
defendant has met his burden in this regard. Atlas Aircraft Corp. v. Buckingham, 302
So.2d 163. (Fla. 4th DCA 1974).
The district court must construe the allegations in the complaint as true, to the
extent they are uncontroverted by defendant’s affidavits or deposition testimony.
Madara v. Hall, 916 F.2d 1510 (11th Cir. 1990). Where the evidence presented by the
parties’ affidavits and deposition testimony conflicts, the court must construe all
reasonable inferences in favor of the plaintiff. Id. (citing Morris v. SSE, Inc., 843 F.2d
489, 492 (11th Cir. 1988).
The Court’s review of the Complaint finds that Plaintiffs have alleged all
elements of the torts of negligent misrepresentation, fraud, conversion and conspiracy.
Plaintiffs allege that Grandberry and G Group, along with the other Defendants, made
representations to Plaintiffs that they could procure the bank guarantee, despite having
no actual intention to do so, in exchange for the procurement fee. (See Compl. ¶¶ 6773.) In the alternative, Defendants’ representations were made carelessly and
negligently. (See id. ¶ 57.) Plaintiffs further allege that they relied on Defendants’
representations and consequently entered into the Letter of Intent & Memorandum of
Understanding (D.E. 1-3) with, inter alia, G Group and Grandberry, and consummated
the agreement by wiring the procurement fee to Dippolito on April 11, 2008. (See
Compl. ¶¶ 23-28.) Once Plaintiffs wired the procurement fee to Dippolito, they allege
that it was disbursed from escrow and retained by one or more Defendants, despite the
funds legally belonging to Plaintiffs. (See id. ¶¶ 74-76.)
Plaintiffs also allege an ongoing civil conspiracy between all Defendants to
obtain and keep Plaintiffs’ procurement fee. (See id. ¶¶ 105-110.) While the
conspiracy count attempts to encompass several non-tortious acts, for the purposes of
this Motion, it is appropriately applied to Plaintiffs’ claims of conversion and fraud.
In their Motion, Grandberry and G Group focus on their lack of contacts with
Florida. Most of what Grandberry avers in his Declaration2 is not germane to the
specific jurisdiction alleged by Plaintiffs; however, he makes three relevant assertions.
First, Grandberry never met with Plaintiffs in Florida nor did he sign the Letter of Intent
or any other documents in Florida. (Grandberry Decl. ¶ 12.) Similarly, no employee of
G Group ever traveled to Florida in connection with the parties’ business dealings. (Id.
¶ 24.) Third, G Group did not receive any consideration or compensation in connection
with the parties agreement. (Id. ¶ 25.)
Defendants also dispute that the connexity requirement is met – contending that
any calls or e-mails sent by them did not proximately give rise to Plaintiffs’ causes of
action. (Reply at 2-3.)
For the purpose of § 48.193(1)(b), the defendant does not have to be physically
Plaintiffs seemingly attempt to have this Court disqualify Grandberry’s
Declaration as unsworn, however his unsworn Declaration is submitted “under penalty of
perjury” and therefore has the same effect. See 28 U.S.C. § 1746.
present in Florida and a defendant can commit the tortious act based on telephonic,
electronic, or written communications into Florida so long as the cause of action arises
from those communications. Wendt v. Horowitz, 822 So. 2d 1252, 1260 (Fla. 2002);
Internet Solutions Corp. v. Marshall, 557 F.3d 1293, 1296 (11th Cir. 2009); Sierra
Equity Group, Inc. v. White Oak Equity Partners, LLC, 650 F.Supp.2d 1213, 1222-23
(S.D. Fla. 2009).
Plaintiffs’ Opposition and the accompanying Affidavit of Carlos Florez further
establish that communications were made into Florida in February and March 2008, by
Grandberry, G Group and the other Defendants. (Florez Aff. ¶¶ 18-19.) The
communications were made to represent Defendants’ ability to procure the bank
guarantee and were relied upon by ESI in entering into the Letter of Intent with
Defendants. (Id. ¶ 19.) The Florez Affidavit attaches two emails from Grandberry, sent
on May 25, 2008 and June 20, 2008, indicating Defendants would still attempt to
procure the bank guarantee or refund $150,000 of Plaintiffs money. (See Grandberry Emails, Exs. to Florez Aff. at 6, 11.) Based on Defendants’ subsequent nonperformance
and failure to refund Plaintiffs’ funds to date, these emails are cited as examples of
further misrepresentations in support of Defendants’ tortious activity.
In addition, defaulted Defendants Eddie Pace Singletary and Gleeko Properties,
LLC are located in Florida. Singletary, as representative of Gleeko, signed the Letter of
Intent, along with Florez (representative of ESI), Grandberry (representative of G
Group) and Angela Hazarie. Plaintiffs argue that Singletary and Gleeko’s involvement
in the alleged tortious activity indicate that at least one act in furtherance of the
conspiracy was committed in Florida. (Opp. at 6, citing Axa Equitable Life Ins. Co. v.
Infinity Fin. Group, LLC, 608 F. Supp. 2d 1349, 1353 (S.D. Fla. 2009).)
Fraud and negligent misrepresentation are torts that can establish personal
jurisdiction. OSI Industries, Inc. v. Carter, 834 So. 2d 362, 367 (Fla. 5th DCA 2003)
(discussing both intentional and negligent misrepresentation as torts under the long-arm
statute). In Wendt, the Florida Supreme Court found long-arm jurisdiction where an outof-state defendant allegedly made “telephonic, electronic, or written communications
into Florida” and the cause of action arose from those communications. 822 So.2d at
1260; see Acquadro v. Bergeron, 851 So. 2d 665 (Fla. 2003) (allegations sufficient to
support jurisdiction where nonresident allegedly committed defamation in a single
telephone call into Florida); Machtinger v. Inertial Airline Services, Inc., 937 So.2d
730, 735 (Fla. 3d DCA 2006) (fraudulent misrepresentations made from outside Florida
and directed into Florida by phone, fax, and writings constitute tortious acts committed
within Florida under Florida’s long-arm statute). Moreover, the Wendt Court held that a
defendant’s physical presence is not required in order to “commit a tortious act in
Florida.” Id. Given Defendants failure to dispute their involvement in phone calls and emails directed into Florida which induced Plaintiffs to contract with them and wire the
procurement fee to the purported escrow agent, long-arm jurisdiction has been
Likewise, the allegation of conversion can establish long arm jurisdiction over a
non-resident defendant. See Future Tech., 218 F.3d at 1250. Plaintiffs’ claim for
conversion is arguably bolstered by Grandberry’s May 25 and June 20, 2008 e-mails, in
which Defendants (1) continue to make representations of their ability to procure the
bank guarantee and (2) acknowledge that at least $150,000 should be rightfully returned
to Plaintiffs should they fail. Assuming neither Grandberry nor G Group ever received
a portion of the procurement fee, Grandberry’s e-mails still suffice as a prima facie
showing of his alleged participation in a scheme to allow his co-defendants to keep
This assumes that the tort(s) actually occurred. Here, Defendants do not
challenge Plaintiffs’ ability to adequately plead their causes of action. Moreover, that analysis
would be premature on a motion to dismiss for lack of personal jurisdiction. “Where the
jurisdictional issues are intertwined with the substantive merits, ‘the jurisdictional issues should
be referred to the merits, for it is impossible to decide one without the other.’” Eaton v.
Dorchester Dev., Inc., 692 F.2d 727, 733 (11th Cir. 1982) quoting Chatham Condo. Assocs. v.
Century Village, Inc., 597 F.2d 1002, 1011 (5th Cir. 1979). Eaton relied on binding Fifth Circuit
precedent that held that when substantive and jurisdictional issues are intertwined, a finding on
jurisdiction should not be rendered until a decision on the merits could be resolved. See id.
(citations omitted). Based on the Eleventh Circuit’s directive, this Court will exercise its
discretion to reserve further ruling on the jurisdictional issues until a decision on the merits can
be made. See Exhibit Icons, LLC v. XP Cos., LLC, 609 F. Supp. 2d 1282, 1297 (S.D. Fla. 2009);
Nissim Corp. v. Clearplay, Inc., 351 F. Supp. 2d 1343, 1351-52 (S.D. Fla. 2004).
If at a later stage in these proceedings it becomes clear that a cause of action giving rise
to personal jurisdiction cannot be adequately pled or proved, Defendants may once again raise
the defense of personal jurisdiction.
Long-arm jurisdiction has further been established by Plaintiffs’ claims for
conspiracy. Florida law construes the state’s long-arm statute to reach all of the alleged
participants in a civil conspiracy, at least one act in furtherance of which is committed
in Florida. See Machtinger, 937 So.2d at 734-36; Wilcox v. Stout, 637 So.2d 335, 336
(Fla. 2d DCA 1994). Florida courts may exercise personal jurisdiction over parties to a
Florida civil conspiracy even if the alleged civil conspirator otherwise has no
connection to the state. See Mazer, 556 F.3d at 1281-82.
In this case, the complaint alleges a conspiracy to obtain and unlawfully keep
Plaintiffs’ funds. Two of the Defendants, including a signatory to the Letter of Intent,
are citizens of Florida and presumably were alleged to be in contact with Plaintiffs prior
to its execution and the wiring of escrow funds. Grandberry and G Group are alleged
by Plaintiff to have formed a group with these Defendants for the purpose of procuring
the bank guarantee. Thus, the complaint as a whole sufficiently alleges that the
defendants formed a civil conspiracy, at least some acts in furtherance of which were
carried out in Florida by Singletary and Gleeko. Florida's long-arm statute therefore
reaches all participants in that conspiracy, even those not otherwise connected to
Florida, such as Grandberry and G Group. Cf. Axa Equitable Life Ins., 608 F. Supp. 2d
at 1354 (finding jurisdiction in Florida over Delaware-based defendants who were
linked by virtue of their alleged participating in the civil conspiracy); Arch Aluminum &
Glass Co. v. Haney, 964 So.2d 228, 234-35 (Fla. 4th DCA 2007) (finding personal
jurisdiction not supported because “the tort did not occur in Florida, and neither did the
Federal Due Process Considerations
The Eleventh Circuit has held that allegations of intentional torts satisfy the
“minimum contacts” requirement and support the exercise of personal jurisdiction over
a nonresident defendant with no other contacts with the forum. See Licciardello v.
Lovelady, 544 F.3d 1280, 1285 (11th Cir. 2008). Here, Plaintiffs allege that Defendants
committed fraud, conversion and participated in a conspiracy to deprive Plaintiffs of
$439,200. Two of the co-conspirators are Florida residents. Thus, the allegations of
the complaint are sufficient to permit the inference that Grandberry and G Group
“purposely directed” their activities at Plaintiffs. See Keeton v. Hustler Magazine, Inc.
465 U.S. 770, 774 (1984); Axa Equitable, 608 F. Supp. 2d at 1355.
Other factors, such the burden on the defendant of litigating in the forum, the
forum’s interest in adjudicating the dispute, the plaintiff’s interest in obtaining
convenient and effective relief and the judicial system’s interest in resolving the dispute,
weigh in favor of permitting this Court to exercise jurisdiction over Grandberry and G
Group. See World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 292 (1980);
International Shoe Co. v. Washington, 326 U.S. 310, 320 (1945).
Grandberry states that litigation in Florida will create an unreasonable burden
and undue financial hardship on both himself and G Group. But without more, the
Court is unable to discern any significant burden that would make litigation here more
difficult for Grandberry and G Group than it would be for Plaintiffs bringing the same
suit in Virginia. Plaintiffs, however, have substantial interests in obtaining convenient
and effective relief by asserting all of their claims against all Defendants in a single
action. Splintering Grandberry and G Group off into a separate action in a different
district would create potential for inconsistent findings on damages, as they are jointly
and severally liable with all of the presently-defaulted Defendants. Finally, because two
additional Florida entities are involved in the commission of the alleged torts and
conspiracy, the Courts of this state have a significant interest in resolving this dispute.
See Axa Equitable, 608 F. Supp. 2d at 1355.
Accordingly, the Court finds that the Florida long-arm statute confers personal
jurisdiction over Grandberry and G Group in this action and the exercise of jurisdiction
over these Defendants would not violate the Due Process Clause of the Fourteenth
Defendants also move to dismiss this action under Federal Rule of Civil Procedure
12(b)(3), improper venue.4 28 U.S.C. § 1391 provides that an action not based on
diversity of citizenship may be brought only in:
(1) a judicial district where any defendant resides, if all defendants reside in the
Defendants’ Reply includes a new request to transfer venue to Virginia. (See
Reply at 1.) The Court declines to consider transfer as a possible remedy since Defendants did
not raise it in the initial Motion (and therefore Plaintiffs did not get an opportunity to address its
merits) and Defendants offer no legal or factual support for this alternative relief.
same State, (2) a judicial district in which a substantial part of the events or
omissions giving rise to the claim occurred, or a substantial part of property that
is the subject of the action is situated, or (3) a judicial district in which any
defendant may be found, if there is no district in which the action may
otherwise be brought.
Subsections (1) and (3) are not applicable here as none of the ten Defendants reside in South
Florida. Therefore, if venue is proper, it must be because a substantial part of the events
giving rise to the claim occurred here.
To evaluate where the claim arose for the purposes of § 1391(b)(2), both the Eleventh
Circuit and this District utilize the “weight of the contacts” test. Delong Equipment Co. v.
Washington Mills Abrasive Co., 840 F.2d 843, 855 (11th Cir. 1988); Burger King Corp. v.
J.T. Thomas, 755 F. Supp. 1026, 1028 (S.D. Fla. 1991). Once challenged, the burden is on the
plaintiff to make a showing that venue is proper in this district. Burger King, 755 F. Supp.
Ultimately, the “contacts” in this case are anything but clear. The ten Defendants are
scattered about the North American continent and the bulk of their separate communications
and transactions are currently unknown. What this Court does know, based on the Complaint
and the Parties’ affidavits, is that the Defendants, including Grandberry and G Group, directed
communications into this district for the purpose of soliciting ESI’s business and moneys, the
funds in dispute came from a Florida financial institution and the failure to procure the bank
guarantee and return the funds to Plaintiffs caused harm to ESI in this District. Therefore,
application of ‘weight of the contacts’ test on the few known contacts in this dispute results
in this Court finding that venue is proper in this District against Grandberry and Gleeko. See
Delong, 840 F.2d at 855.
Accordingly, it is ORDERED AND ADJUDGED that Defendants Tyrone S.
Grandberry and G Group International, LLC’s Motion to Dismiss Plaintiffs’ Complaint (D.E.
15), filed on October 4, 2010, is DENIED.
DONE AND ORDERED in Chambers at Miami, Florida, this 28th day of July, 2011.
JOAN A. LENARD
UNITED STATES DISTRICT JUDGE
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