Acosta v. Saakvitne et al
Filing
333
ORDER AFFIRMING Discovery Orders, ECF NOS. 307 and 313 . The court affirms the Magistrate Judge's orders restricting the questioning of Prunty and Johnson about matters prohibited by the protective orders. Signed by JUDGE SUSAN OKI MOLLWAY on 12/8/2020. (cib)
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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF HAWAII
EUGENE SCALIA, Secretary of
Labor, United States
Department of Labor,
)
)
)
)
Plaintiff,
)
)
vs.
)
)
NICHOLAS L. SAAKVITNE, an
)
individual; NICHOLAS L.
)
SAAVITNE, A LAW CORPORATION, )
a California Corporation;
)
BRIAN BOWERS, an individual; )
DEXTER C. KUBOTA, an
)
individual; BOWERS + KUBOTA
)
CONSULTING, INC., a
)
corporation; BOWERS + KUBOTA )
CONSULTING, INC. EMPLOYEE
)
STOCK OWNERSHIP PLAN,
)
)
Defendants.
)
_____________________________ )
CIVIL NO. 18-00155 SOM-WRP
ORDER AFFIRMING DISCOVERY
ORDERS, ECF NOS. 307 and 313
ORDER AFFIRMING DISCOVERY ORDERS, ECF NOS. 307 and 313
I.
INTRODUCTION.
Defendants Brian Bowers and Dexter C. Kubota created a
company, Bowers + Kubota Consulting, Inc., through which they
provided consulting, architectural, and engineering services.
According to the Complaint, the two men then created an Employee
Stock Ownership Plan (“ESOP”) called Bowers + Kubota Consulting,
Inc. Employee Stock Ownership Plan (“ESOP”), and sold their 100%
ownership interest in their consulting firm to the ESOP.
The
consulting company was allegedly overvalued based on faulty data.
Overvaluation would have caused the ESOP to pay the two
individuals more money than the consulting company was worth.
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The Secretary of Labor, Eugene Scalia (the “Government”),
proceeding under ERISA, is suing the two individuals, the
consulting company, the ESOP, the trustee of the ESOP, Nicholas
L. Saakvitne, and the trustee’s law firm, alleging that the sale
to the ESOP improperly benefitted Bowers and Kubota individually
to the detriment of the ESOP.
The Government also claims that
Saakvitne breached his duties as the ESOP’s trustee.
Discovery in the case has been extremely contentious.
In the latest dispute, Bowers and Kubota sought to depose two
Government employees with respect to prior investigations into
Saakvitne, including an investigation into another company’s ESOP
that Saakvitne was the trustee of, Hot Dog on a Stick.
This was
the latest of several discovery attempts to get such information,
which Bowers and Kubota said was relevant to their statute of
limitations and estoppel defenses.
On September 16, 2020, the
Magistrate Judge assigned to this case issued a protective order,
determining that the Government had “established good cause . . .
to limit the discovery at issue related to the Prior Saakvitne
Investigations.”
ECF No. 275, PageID # 6047.
Thereafter,
disputes arose about the application of the limitations, and the
Magistrate Judge once again had to resolve the disputes.
Because
the Magistrate Judge did not clearly err or act contrary to law
in ruling that the latest deposition requests were barred by the
protective order, the Magistrate Judge’s orders are affirmed.
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II.
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BACKGROUND.
According to the Complaint, Bowers and Kubota
controlled their respective trusts, which owned Bowers + Kubota
Consulting, Inc.
See Complaint ¶ 6, ECF No. 1, PageID # 4.
On
December 14, 2012, Bowers and Kubota allegedly sold their shares
of the consulting company’s stock to an ESOP for more than those
shares were worth.
Id. ¶¶ 7-8.
Saakvitne, the trustee of the
ESOP, allegedly relied on a flawed appraisal of those shares
despite obvious problems with it.
Id. ¶ 8, PageID # 5.
The
Complaint alleges that this transaction violated ERISA by
benefitting Bowers and Kubota individually to the detriment of
the ESOP.
The Government, through the Employee Benefits Security
Administration (“EBSA”), had conducted 16 prior unrelated
investigations into Saakvitne and his law firm.
PageID # 6034.
See ECF No. 275,
Bowers and Kubota have been seeking discovery
pertaining to those investigations for more than a year, leading
to numerous discovery disputes that have been addressed by the
court.
On November 22, 2019, for example, the Magistrate Judge
ordered the Government to
produce to the Court for in camera review a
chart that lists each investigation involving
Defendant Saakvitne related to an ESOP or
other stock transaction that (a) summarizes
the matter investigated, (b) lists the date
the investigation began, (c) lists the date
the investigation concluded or states that
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the investigation is ongoing, and (c) states
the result of the investigation.
Minutes of Hearing (Nov. 22, 2019), ECF No. 137, PageID # 2222.
On February 10, 2020, the Magistrate Judge determined
that certain “core documents” from the 16 Saakvitne
investigations “are relevant to Defendants’ statute of
limitations affirmative defense to attempt to show knowledge of
the breach at issue and relevant to Defendants’ estoppel
affirmative defense to show that Defendants appropriately
exercised their fiduciary duties and should not have exercised
any greater degree of care in dealing with and monitoring
Saakvitne.”
Order Following February 7, 2020 Hearing Re:
Defendants Brian J. Bowers and Dexter C. Kubota’s Motion to
Compel Discovery, ECF No. 162, PageID # 3171.
However, the
Magistrate Judge determined that Bowers and Kubota’s request for
119,000 documents relating to the 16 investigations was not
proportional to the needs of this case.
Id., PageID # 3172.
The
Magistrate Judge concluded “that a request limited to the
production of the case opening form, the investigative plan, and
the report of investigation, without exhibits or appendices, for
each investigation is proportionally appropriate to the needs of
this case.”
Id.
The Magistrate Judge then ordered the
Government to produce unredacted versions of those “core
documents” or to submit to the court for in camera review any
document for which the Government was asserting a privilege and
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to produce a privilege log to Bowers and Kubota with respect to
the assertion of privileges.
Id., PageID #s 3172-73.
The Government produced redacted “core documents” along
with a privilege log.
See ECF No. 184, Page ID # 3754.
On April 3, 2020, the Magistrate Judge denied Bowers
and Kubota’s request to have the Government produce unredacted
“core documents.”
See ECF No. 184.
When Bowers and Kubota
continued to seek discovery pertaining to the Saatvitne
investigations, the Government sought a protective order, which
was granted by the Magistrate Judge on September 16, 2020.
ECF No. 275, PageID #s 6038-47.
See
The Magistrate Judge recognized
that Bowers and Kubota were entitled to discovery with respect to
when the Government learned of the ESOP transaction at issue in
this litigation, as that discovery was relevant to their statute
of limitations and estoppel defenses.
Id., PageID # 6044.
However, the Magistrate Judge ruled that Bowers and Kubota’s
discovery requests seeking additional information about the 16
Saakvitne investigations were not relevant to the claims and
defenses in this litigation, as that information would not show
that the Government had actual knowledge or was willfully blind
with respect to the ESOP transaction in this case.
#s 6042-43.
Id., PageID
The Magistrate Judge then concluded that the
discovery requests were not proportional to the needs of the
case.
Id., PageID # 6044.
The Magistrate Judge nevertheless
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ordered the Government to produce limited discovery pertaining to
“information that the [Government] obtained about the Bowers +
Kubota Consulting, Inc. ESOP during two Prior Saakvitne
Investigations” involving the Kennedy Fabricating, Inc. ESOP and
the Hot Dog on a Stick ESOP.1
Id., PageID # 6046.
The
Magistrate Judge granted the Government a protective order
limiting other discovery relating to the 16 Saakvitne
investigations.
Id., PageID # 6047.
Bowers and Kubota filed no
objections with the district judge with respect to this
protective order.
On the same day that the protective order was issued,
September 16, 2020, the Magistrate Judge issued an Order as to
Expedited Letter Briefs Filed on August 31, 2020, ECF No. 276.
At issue was the Government’s request for a protective order
preventing Bowers and Kubota from asking questions at a
deposition about the prior Saakvitne investigations beyond the
scope of the “core documents” that had been produced pursuant to
the court’s earlier discovery order.
The Magistrate Judge
granted the protective order, stating
1
“On October 1, 2020, the Secretary produced to Defendants
two declarations stating that after a search for documents
reflecting any information the Secretary obtained about the
Bowers + Kubota Consulting, Inc. ESOP (‘B+K ESOP’) during the
Kennedy Fabricating, Inc. ESOP and Hot Dog on a Stick ESOP (‘HDOS
ESOP’) investigations, there were no responsive documents.”
Government’s Letter Brief, ECF No. 298, PageID # 6127.
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Defendants shall limit their deposition
questioning regarding the Prior Saakvitne
Investigations to (1) the scope of
information reflected in the core documents[]
produced for all Prior Saakvitne
Investigations and (2) the scope of
information reflected in the documents that
Court ordered be produced by the Secretary no
later than October 1, 2020, i.e., documents
that reflect any information that the
Secretary obtained about the Bowers + Kubota
Consulting, Inc. ESOP during the two Prior
Saakvitne Investigations involving an ESOP
that were opened before October 2014 (Kennedy
Fabricating, Inc. ESOP and Hot Dog on a Stick
ESOP).
ECF No. 276, PageID # 6055.
Bowers and Kubota also filed no
objections with this judge with respect to this protective order.
Bowers and Kubota sought to reconvene the depositions
of two Government employees, Robert Prunty and Crisanta Johnson.
The Magistrate Judge allowed the reconvening in part and denied
that in part via two discovery orders filed on November 3 and 5,
2020, respectively.
See ECF Nos. 307 and 313.
On September 28, 2020, after Prunty’s deposition had
been completed, Prunty signed a declaration indicating that the
Government had not obtained any document pertaining to the Bowers
and Kubota ESOP during its investigation into the Kennedy
Fabricating and Hot Dog on a Stick ESOPs.
The Magistrate Judge
allowed Bowers and Kubota to recall Prunty to question him about
that declaration.
See ECF No. 307, PageID # 6194.
Magistrate Judge denied Bowers and Kubota’s
7
However, the
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request to recall Mr. Prunty to question him
regarding further information and documents
from the Hot Dog on a Stick ESOP
investigation. Defendants contend that they
are entitled to examine Mr. Prunty regarding
an email from the Hot Dog on a Stick ESOP
investigation and the identity of an EBSA
employee that was included on that email.
See ECF No. 300. The Secretary argues that
these topics are outside the scope of the
Court’s prior orders. See ECF No. 299. The
Court finds that requested information is
outside the scope of the permissible
deposition questions as previously ordered by
the Court. As detailed above, in its
Protective Order, the Court expressly ruled
that further documents and information
regarding the Prior Saakvitne Investigations
are not relevant to any parties’ claims or
defenses in this litigation and are not
proportional to the needs of this case. See
ECF No. 275 at 13-16. Further, this Court
issued its Letter Briefs Order expressly
limiting the permissible scope of deposition
questions regarding the Prior Saakvitne
Investigations to (1) the scope of
information reflected in the core documents
produced for all Prior Saakvitne
Investigations and (2) the scope of
information reflected in the declarations
produced by the Secretary on October 1, 2020.
See ECF No. 276. The additional information
that Defendants seek related to the Hot Dog
on a Stick ESOP investigation is not
“reflected in the core documents” for this
investigation. Although the Secretary based
its instructions not to answer this line of
questioning during Mr. Prunty’s initial
deposition on other grounds, that does not
change the Court’s analysis that this line of
questioning is outside the limited scope of
questioning related to the Prior Saakvitne
Investigations allowed by the Court in its
prior orders.
ECF No. 307, PageID #s 6194-95.
Bowers and Kubota now challenge
this denial.
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The Magistrate Judge allowed the request to reconvene
the deposition of Johnson in part, but prohibited Bowers and
Kubota from asking questions “regarding the Prior Saakvitne
Investigations, including any questions related to the Hot Dog on
a Stick ESOP investigation.”
See ECF No. 313, PageId #s 6282-83.
The Magistrate Judge stated that Bowers and Kubota had failed to
show the relevance of such information to the ESOP transaction in
this case.
Accordingly, the Magistrate Judge concluded that such
questioning was outside the limited scope of questioning allowed
with respect to prior Saakvitne investigations.
# 6279.
Id., PageID
Bowers and Kubota object to this portion of the order.
On November 17, 2020, Bowers and Kubota timely filed
the present objections to the discovery orders limiting the
reconvened Prunty and Johnson depositions.
See ECF No. 319
(objecting to ECF Nos. 307 and 313).
III.
STANDARD OF REVIEW.
Rule 72(a) of the Federal Rules of Civil Procedure
allows a party to object to a nondispositive magistrate judge
order “within 14 days after being served with a copy” of it.
Fed. R. Civ. P. 72(a).
It further provides, “A party may not
assign as error a defect in the order not timely objected to.”
Id.
Under 28 U.S.C. § 636(b)(1)(A), a district judge may
set aside a magistrate judge’s nondispositive order if it is
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“clearly erroneous or contrary to law.”
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See also Bhan v. NME
Hosp., Inc., 929 F.2d 1404, 1414-15 (9th Cir. 1991) (stating that
§ 636(b)(1) “provides that the magistrate’s decision on a
nondispositive issue will be reviewed by the district judge under
the clearly erroneous standard”).
The Ninth Circuit has
explained, “Pretrial orders of a magistrate under 636(b)(1)(A)
are reviewable under the ‘clearly erroneous and contrary to law’
standard; they are not subject to de novo determination.
The
reviewing court may not simply substitute its judgment for that
of the deciding court.”
Grimes v. City & Cty. of San Francisco,
951 F.2d 236, 241 (9th Cir. 1991) (quotation marks and citations
omitted).
The threshold of the “clearly erroneous” test is high.
“A finding is ‘clearly erroneous’ when although there is evidence
to support it, the reviewing court on the entire evidence is left
with the definite and firm conviction that a mistake has been
committed.”
United States v. U.S. Gypsum Co., 333 U.S. 364, 395
(1948); accord Easley v. Cromartie, 532 U.S. 234, 242 (2001)
(stating that, in reviewing for clear error, “a reviewing court
must ask whether, on the entire evidence, it is left with the
definite and firm conviction that a mistake has been committed”
(quotation marks and citation omitted)); Balen v. Holland Am.
Line Inc., 583 F.3d 647, 655 (9th Cir. 2009) (“Review under the
clearly erroneous standard is significantly deferential,
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requiring a definite and firm conviction that a mistake has been
committed.” (quotation marks and citation omitted)); Burdick v.
Comm’r Internal Revenue Serv., 979 F.2d 1369, 1370 (9th Cir.
1992) (“A finding of fact is clearly erroneous if we have a
definite and firm conviction that a mistake has been
committed.”).
“‘A decision is ‘contrary to law’ if it applies an
incorrect legal standard or fails to consider an element of the
applicable standard.’”
Green v. Kanazawa, No. CV 16-00054
LEK-KSC, 2018 WL 5621953, at *3 (D. Haw. Oct. 30, 2018) (quoting
Na Pali Haweo Cmty. Ass'n v. Grande, 252 F.R.D. 672, 674 (D. Haw.
2008)).
IV.
ANALYSIS.
Bowers and Kubota object to the Magistrate Judge’s
prohibition of deposition questions to Prunty and Johnson with
respect to prior Saakvitne investigations, including the
investigation with respect to the Hot Dog on a Stick ESOP.
Specifically, Bowers and Kubota seek to examine Prunty and
Johnson with respect to a July 2014 email in the Hog Dog on a
Stick ESOP investigation.
This email, written by an informant,
was sent to the Los Angeles Regional Office, Johnson, and one
other employee.
employee.
Bowers and Kubota seek the name of this
See ECF Nos. 300, 319.
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As the Magistrate Judge noted, the extent of allowable
deposition questioning is limited by the Magistrate Judge’s
earlier protective orders, which Bowers and Kubota did not seek
to have reviewed by this district judge.
The Ninth Circuit has
ruled that “a party who fails to file timely objections to a
magistrate judge’s nondispositive order with the district judge
to whom the case is assigned forfeits its right to appellate
review of that order.”
Simpson v. Lear Astronics Corp., 77 F.3d
1170, 1174 (9th Cir. 1996); see also Glenbrook Homeowners Ass'n
v. Tahoe Reg'l Planning Agency, 425 F.3d 611, 619 (9th Cir.
2005); F. R. Civ. P. 72(a).
On February 10, 2020, the Magistrate Judge determined
that certain “core documents” from the 16 Saakvitne
investigations “are relevant to Defendants’ statute of
limitations affirmative defense to attempt to show knowledge of
the breach at issue and relevant to Defendants’ estoppel
affirmative defense to show that Defendants appropriately
exercised their fiduciary duties and should not have exercised
any greater degree of care in dealing with and monitoring
Saakvitne.”
Order Following February 7, 2020 Hearing Re:
Defendants Brian J. Bowers and Dexter C. Kubota’s Motion to
Compel Discovery, ECF No. 162, PageID # 3171.
The Magistrate
Judge concluded “that a request limited to the production of the
case opening form, the investigative plan, and the report of
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investigation, without exhibits or appendices, for each
investigation is proportionally appropriate to the needs of this
case.”
Id.
The Magistrate Judge ordered the Government to
produce unredacted versions of those “core documents” or to
submit to the court for in camera review any document for which
the Government was asserting a privilege and to produce a
privilege log to Bowers and Kubota with respect to the assertion
of privileges.
Id., PageID #s 3172-73.
When Bowers and Kubota continued to seek discovery with
respect to the prior Saakvitne investigations, the Government
sought and obtained protective orders.
See ECF Nos. 275 and 276.
The Magistrate Judge reasoned that discovery with respect to the
prior Saakvitne investigations would not show the Government’s
actual knowledge of or willful blindness to the ESOP transaction
in this case.
Id., PageID # 6043.
The Magistrate Judge allowed
limited discovery with respect to information the Government had
“obtained about the Bowers + Kubota Consulting, Inc. ESOP during
the two Prior Saakvitne Investigations involving an ESOP that
were opened before October 2014 (Kennedy Fabricating, Inc. ESOP
and Hot Dog on a Stick ESOP).”
Id., PageID # 6046.
However, the
Magistrate Judge granted a protective order with respect to other
discovery pertaining to the 16 prior Saakvitne investigations.
Id., PageID # 6047.
This protective order was not timely
objected to.
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The Magistrate Judge then similarly granted a
protective order that limited deposition testimony with respect
to the prior Saakvitne investigations to:
(1) the scope of information reflected in the
core documents[] produced for all Prior
Saakvitne Investigations and (2) the scope of
information reflected in the documents that
Court ordered be produced by the Secretary no
later than October 1, 2020, i.e., documents
that reflect any information that the
Secretary obtained about the Bowers + Kubota
Consulting, Inc. ESOP during the two Prior
Saakvitne Investigations involving an ESOP
that were opened before October 2014 (Kennedy
Fabricating, Inc. ESOP and Hot Dog on a Stick
ESOP).
See ECF No. 276, PageID # 6055.
Bowers and Kubota fail to demonstrate that the
Magistrate Judge clearly erred or acted contrary to law in
limiting the questioning of Prunty or Johnson with respect to
prior Saakvitne investigations, including questioning about the
July 2014 email concerning the Hot Dog on a Stick ESOP
investigation.
The Magistrate Judge ruled:
[The] requested information is outside the
scope of the permissible deposition questions
as previously ordered by the Court. As
detailed above, in its Protective Order, the
Court expressly ruled that further documents
and information regarding the Prior Saakvitne
Investigations are not relevant to any
parties’ claims or defenses in this
litigation and are not proportional to the
needs of this case. See ECF No. 275 at
13-16. Further, this Court issued its Letter
Briefs Order expressly limiting the
permissible scope of deposition questions
regarding the Prior Saakvitne Investigations
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to (1) the scope of information reflected in
the core documents produced for all Prior
Saakvitne Investigations and (2) the scope of
information reflected in the declarations
produced by the Secretary on October 1, 2020.
See ECF No. 276. The additional information
that Defendants seek related to the Hot Dog
on a Stick ESOP investigation is not
“reflected in the core documents” for this
investigation.
ECF No. 307, PageID #s 6194-95.
Because Bowers and Kubota failed to timely object to
the underlying protective orders, ECF Nos. 275 and 276, they
cannot now claim that those orders were improperly decided.
Fed. R. Civ. P. 72(a).
See
Thus, to the extent their current
objections argue that the Magistrate Judge should have determined
that the prior Saakvitne investigations, including the July 2014
email, are relevant to their statute of limitations or estoppel
defenses, that argument is foreclosed by the protective orders
that determined that, except with respect to certain “core
documents,” information concerning the 16 prior Saakvitne
investigations is not relevant.
Any attempt to object to the
protective orders at this time is untimely, as it was not done
within 14 days of service of the orders.
See Fed. R. Civ. P.
72(a).
Bowers and Kubota fail to show that additional
questioning concerning the prior Saakvitne investigations,
including the July 14 email, is within the scope of information
reflected in “core documents” produced with respect to the prior
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Saakvitne investigations or within the scope of information
“reflected in the documents that Court ordered be produced by the
Secretary no later than October 1, 2020, i.e., documents that
reflect any information that the Secretary obtained about the
Bowers + Kubota Consulting, Inc. ESOP during the two Prior
Saakvitne Investigations involving an ESOP that were opened
before October 2014 (Kennedy Fabricating, Inc. ESOP and Hot Dog
on a Stick ESOP).”
See ECF No. 276, PageID # 6055.
In their
letter brief of October 29, 2020, Bowers and Kubota argue that
the redacted name of the EBSA employee on the email arises from
the “core documents.”
See ECF No. 300, PageID # 6146.
However,
Bowers and Kubota fail to demonstrate that the email was actually
within the scope of information reflected in the “core
documents,” defined as the case opening form, the investigative
plan, and the report of investigation, without exhibits or
appendices, for each investigation.
Finally, Bowers and Kubota fail to demonstrate that the
email reflected information “obtained about the Bowers + Kubota
Consulting, Inc. ESOP during the two Prior Saakvitne
Investigations involving an ESOP that were opened before October
2014 (Kennedy Fabricating, Inc. ESOP and Hot Dog on a Stick
ESOP).”
See ECF No. 276, PageID # 6055.
Because Bowers and Kubota fail to demonstrate that the
discovery they seek is permitted under the protective orders,
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they fail to demonstrate that the Magistrate Judge clearly erred
or acted contrary to law in denying their requests for the
discovery in issue.
V.
CONCLUSION.
The court affirms the Magistrate Judge’s orders
restricting the questioning of Prunty and Johnson about matters
prohibited by the protective orders.
IT IS SO ORDERED.
DATED: Honolulu, Hawaii, December 8, 2020.
/s/ Susan Oki Mollway
Susan Oki Mollway
United States District Judge
Scalia v. Heritage, et al., Civ. No. 18-00155 SOM-WRP; ORDER AFFIRMING DISCOVERY
ORDERS, ECF NOS. 307 and 313
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