Younger Brothers Investments, LLC v. Active Enterprises, Inc. et al
Filing
9
MEMORANDUM OPINION & ORDER: GRANTING IN PART & DENYING IN PART dfts' 4 MOTION to Dismiss for failure to state a claim and lack of jurisdiction. Signed by Judge Joseph M. Hood on 4/5/18.(KJR)cc: COR
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF KENTUCKY
CENTRAL DIVISION AT LEXINGTON
INVESTMENTS, )
)
Civil Action No.
)
5:17-CV-317-JMH
Plaintiff,
)
)
v.
)
MEMORANDUM OPINION & ORDER
)
ACTIVE ENTERPRISES, INC., et )
)
al.,
)
Defendants.
**** **** **** ****
YOUNGER
LLC,
BROTHERS
This matter is before the Court upon Defendants’ Motion to
Dismiss [DE 4], in which they ask the Court to dismiss Counts I
and II of the Complaint for lack of personal jurisdiction as to
Defendant James Adamitis pursuant to Fed. R. Civ. P. 12(b)(2)
and, generally, for failure to state a claim upon which relief
can be granted pursuant to Fed. R. Civ. P. 12(b)(6). Plaintiff
has
filed
a
Response
[DE
5],
stating
its
objections,
and
Defendants have filed a Reply [DE 7] in further support of their
Motion to Dismiss. For the reasons stated in this Memorandum
Opinion and Order, the Motion to Dismiss will be granted in part
and denied in part.
I.
In its Complaint, Plaintiff avers that Anytime Fitness is a
national company providing franchising opportunities for gyms.
Anytime Fitness gyms operate on a keycard access basis so that
clients may access the gyms 24 hours a day, seven days a week.
Defendant
Active
Enterprises,
Inc.
(“Active
Enterprises”),
a
Delaware corporation with its principal place of business in
Marina Del Rey, California, purchased a franchise opportunity in
2012 and operated an Anytime Fitness location in Nicholasville,
Kentucky, until the franchise was sold to Plaintiff on December
19, 2016.
Active
Enterprises
comprising
the
had
Nicholasville
decided
Anytime
to
sell
Fitness
gym
its
assets
sometime
in
2015, and James Adamitis, as an officer of Active Enterprises,
entered into an agreement with Business Exchange, LLC, to market
the
assets.
became
the
In
sole
late
September
member
and
2016,
manager
R.
of
Younger,
Younger
who
later
Brothers
Investments, LLC, an Indiana limited liability company, saw the
listing and became interested in purchasing the franchise.
At about the same time, Eric Morosa, an employee of Active
Enterprises, became aware that a new, competing gym, Workout
Anytime, was set to open in Nicholasville in close geographic
proximity
to
Anytime
Adamitis at that time.
Fitness
Nicholasville.
He
informed
On October 12, 2016, Adamitis sent an
email to Active Enterprises employees at the Anytime Fitness
Nicholasville facility suggesting a counter-marketing campaign
2
to deal with the competition by Workout Anytime. Adamitis also
spoke to Nick Vankleeck, an Active Enterprises employees at the
Anytime Fitness Nicholasville facility, about his concerns about
competition from Workout Anytime.
During
Younger
the
pre-purchase
requested
Nicholasville
at
due
diligence
information
various
investigation,
about
times.
He
Anytime
R.
Fitness
received
financial
information and, working together with the bank financing the
purchase, asked that Adamitis “describe[]/explain[]” “the local
competition”
for
Anytime
Fitness
Nicholasville.
Adamitis
responded in a November 2, 2016, email by describing nearby Snap
Fitness and Elite Fitness and a potential new “kids gym” to be
opened
in
January
or
February
2017.
He
never
mentioned
the
planned Workout Anytime facility.
Relying on the representations made by Active Enterprises
and
Adamitis,
Younger
agreed
to
purchase
Anytime
Fitness
Nicholasville for $420,000.00, entering into an Asset Purchase
Agreement on November 16, 2016.
anticipated
a
closing
on
or
The Asset Purchase Agreement
before
December
30,
2016,
included Active Enterprise’s express representation that,
Seller’s representations, whether found in
this Contract or made extra contractually,
regarding the prior or current operation of
the Business are materially true in each and
every
particular;
that
Seller’s
3
and
representations regarding the value of the
Assets being purchased are materially true
in each and every particular; that Seller
knows its representations have been relied
upon by Buyer in Buyer’s decision to enter
into this Contract; that the financial
information supplied to Buyer is true and
correct in every material respect and is an
accurate
presentation
of
the
financial
condition and operating results of the
Business.
Prior to closing and pursuant to the terms of the Asset Purchase
Agreement, R. Younger assigned his rights and obligations under
the
Asset
Purchase
Agreement
to
the
newly
created
Younger
Brothers Investments, LLC (“Younger Brothers”).
In the meantime, on December 13, 2016, Vankleeck alerted
Adamitis by text message to a “big blow[]” -- Cal Laboratory had
cancelled
their
corporate
account
with
Anytime
Fitness
Nicholasville, effective January 1, 2017. Adamitis wrote back,
“Damn!
Ok, that sucks! . . . Sucks on Cal Labs, I’ll try to
save that with Adam once we close, too hectic right now to
handle anything other than this close[.]”
That same day in another text, Vankleeck asked Adamitis if
R. Younger “[knows what he’s getting himself into with January
right
around
the
corner
and
an
uphill
battle
with
[Workout
Anytime].” Adamitis responded that Vankleeck should “ease him
into
workout
anytime”
and
explained
4
that
he
had
withheld
information
from
Plaintiffs
regarding
the
opening
of
Workout
Anytime by discussing only “open comp[etition].”
The closing occurred on December 19, 2016, when Younger
Brothers tendered the full purchase price with a combination of
cash
and
financing
obtained
from
a
bank.
When
R.
Younger
visited the Anytime Fitness Nicholasville facility on December
22, 2016, multiple staff members told him that their biggest
concern was the opening of Workout Anytime.
Younger called
Adamitis on December 26, 2016, asking why he had withheld that
information.
Adamitis said that he had not wished to “derail
the deal” in the “eleventh hour.”
On December 30, 2016, on
behalf of Younger Brothers, R. Younger sent an email to Adamitis
demanding rescission of the Asset Purchase Agreement based on
the provision of material misinformation during the pre-purchase
due diligence investigation in order to induce Younger Brothers
to
proceed
with
the
landscape.
Younger
transaction
and
Enterprises
in
consideration.
transaction
proposed
that
all
exchange
Active
despite
that
the
assets
be
for
a
parties
competitive
rescind
returned
return
Enterprises
the
of
rejected
all
the
to
the
Active
purchase
offer
in
correspondence dated January 2, 2017.
Subsequently, Younger Brothers learned of the loss of the
Cal
Laboratory
account.
It
5
also
learned
of
financial
representations made pre-closing which gave the appearance that
revenues
and
credit
card
benefits
produced
by
Adamitis
individually or by other entities which Adamitis manages or in
which
he
holds
an
equity
interest
were
produced
by
Anytime
Fitness Nicholasville, inflating the revenues produced by the
purchased
assets.
practices
Finally,
undertaken
employees
acting
intended
to
purchased
at
by
the
artificially
assets
while
it
learned
Anytime
fraudulent
Fitness
direction
inflate
of
of
potentially
Nicholasville’s
Adamitis
revenues
billing
which
produced
defrauding
by
were
the
insurance
providers and the federal government.
Count
One
avers
misrepresentation
against
individually.
negligent
Active
and/or
Enterprises
intentional
and
Adamitis,
Plaintiff avers that both Active Enterprises and
Adamitis communicated or failed to correct material inaccuracies
concerning financial information provided to Plaintiff and upon
which Plaintiff justifiably relied when Active Enterprises and
Adamitis did not disclose the loss of a significant account by
Active Enterprises prior to the closing on the sale of Anytime
Fitness
Nicholasville;
failed
to
disclose
information
and
actively concealed knowledge about the impending opening of a
significant fitness competitor nearby; and reported revenues and
benefits
from
Adamitis’s
other
6
businesses
as
revenues
and
benefits
arising
Nicholasville,
thus
associated
with
Count
is
Two
out
of
the
operation
distorting
ownership
substantially
of
the
Anytime
revenues
Anytime
the
of
same,
Fitness
averring
and
Fitness
benefits
Nicholasville.
negligent
or
intentional omission of information, as described in Count One,
by Active Enterprises and Adamitis, individually.1
II.
In ruling on Defendants’ Rule 12(b)(6) motion, the Court
must “construe the complaint in the light most favorable to the
plaintiff,
accept
its
allegations
as
true,
and
draw
all
reasonable inferences in favor of the plaintiff.” Jones v. City
of Cincinnati, 521 F2d 555, 559 (6th Cir. 2008). The Court is
not bound to accept as true “recitals of the elements of a cause
of action, supported by mere conclusory statements[.]” Ashcroft
v. Iqbal, 556 U.S. 662, 678. “To survive a motion to dismiss, a
complaint must contain sufficient factual matter, accepted as
true, to ‘state a claim to relief that is plausible on its
face.’” Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at
570). “A claim has facial plausibility when the plaintiff pleads
factual content that allows the court to draw the reasonable
1
Count Three avers a breach of the Asset Purchase Agreement by Active
Enterprises. Count Four seeks a declaratory judgment regarding Plaintiff and
Active Enterprises’ rights and duties under the Asset Purchase Agreement.
7
inference
that
the
defendant
is
liable
for
the
misconduct
alleged.” Id. (citing Twombly, 550 U.S. at 556).
“Generally, at the motion to dismiss stage, a federal court
may consider only the plaintiff’s complaint.” In re Omnicare,
Inc. Securities Litigation, 769 F.3d 455, 466 (6th Cir. 2014).
However, “if a plaintiff references or quotes certain documents,
or if public records refute a plaintiff’s claim, a defendant may
attach those documents to its motion to dismiss, and a court can
then consider them in resolving the Rule 12(b)(6) motion without
converting
the
motion
into
a
Rule
56
motion
for
summary
judgment.” Id.
Additionally, the Court, in this diversity case, applies
Kentucky's substantive law. See Erie R.R. Co. v. Tompkins, 58
S.Ct.
817,
Federal
822
(1938)
Constitution
or
(“Except
by
acts
in
matters
governed
of
Congress,
the
law
by
to
the
be
applied in any case is the law of the state.”); see also Legg v.
Chopra, 286 F.3d 286, 289 (6th Cir.2002) (“In federal diversity
actions, state law governs substantive issues [.]”). The parties
do
not
dispute
that
Kentucky
law
applies
and
Kentucky law in constructing their own arguments.
IV.
8
have
applied
The
Court
jurisdiction
considers,
over
first,
Defendant
whether
Adamitis,
who
it
has
does
not
personal
live
in
Kentucky, has never done business in his individual capacity in
Kentucky, and is a resident and citizen of California. “When a
district court acts on a defendant’s motion to dismiss for lack
of
personal
jurisdiction,
without
having
had
an
evidentiary
hearing, the plaintiff only needs to make a prima facie showing
of jurisdiction to avoid the motion.” Kentucky Speedway, LLC v.
Nat'l Ass'n of Stock Car Auto Racing, Inc., 410 F. Supp. 2d 592,
598 (E.D. Ky. 2006) (citing Chrysler Corp. v. Fedders Corp., 643
F.2d 1229, 1240 (6th Cir. 1981); Harris Rutsky & Co. Ins. Servs.
v. Bell & Clements Ltd., 328 F.3d 1122, 1129 (9th Cir. 2003)).
On
the
face
of
the
Verified
Complaint,
Younger
Brothers’
allegations meet this standard, both under the long arm statute
as codified in Chapter 454 of the Kentucky Revised Statutes, and
measured generally under Federal due process considerations.
The Kentucky long arm statute, consistent with due process
considerations, allows for the exercise of personal jurisdiction
over a person who, directly or by and through an agent:
1. Transact[s] any business in this Commonwealth;
2. Contract[s] to supply services or goods in this
Commonwealth;
3. Caus[es] tortious injury by an act or omission in
this Commonwealth;
9
4. Caus[es] tortious injury in this Commonwealth by an
act or omission outside this Commonwealth if he
regularly does or solicits business, or engages in any
other persistent course of conduct, or derives
substantial revenue from goods used or consumed or
services rendered in this Commonwealth, provided that
the tortious injury occurring in this Commonwealth
arises out of the doing or soliciting of business or a
persistent
course
of
conduct
or
derivation
of
substantial revenue within the Commonwealth ….
KRS 454.210.
Plaintiffs
would
have
this
Court
believe
that
Adamitis
operated a business in Kentucky and then sold the entirety of
the assets of that business, injuring Plaintiff in the process
by virtue of misrepresentations that he made about the business.
The facts averred support this contention in part. Certainly,
Plaintiff avers that Active Enterprises operated a business in
Kentucky and sold the entirety of the assets of that business.
Whether Adamitis himself operated a business in Kentucky is a
question of law which would demand far more information than the
Complaint
contains.
However,
it
is
clear
that
Adamitis
communicated directly with Younger about the sale and made many
representations
concerning
the
financial
health
and
competitive landscape for Anytime Fitness Nicholasville.
the
While
Adamitis argues that the corporate structure of that business
and
his
respect
for
those
formalities
insulate
him
from
liability arising out of actions that he took on behalf of the
10
corporation,
this
does
not
Kentucky’s long-arm statute.
shield
him
from
the
reach
of
See Johnson v. Cormney, 596 S.W.2d
23, 28 (Ky. App. 1979) (holding that Kentucky long-arm statute
conferred
personal
jurisdiction
over
a
civil
defendant
in
a
fraud action where the Kentucky-centered contacts were limited
to purchasing a Kentucky-based business through a North Carolina
company),
overruled on other grounds by Marshall v. City of
Paducah, 618 S.W.2d 433 (Ky. App. 1981); see also Audiovox Corp.
v. Moody, 737 S.W.2d 468 (Ky. App. 1987) (New York corporation
which had not qualified to transact business in Kentucky and
which had no Kentucky operations would nevertheless be subjected
to long arm jurisdiction); compare Guy v. Layman, 932 F. Supp.
180 (E.D. Ky. 1996) (passive investor would not be subject to
long
arm
jurisdiction
based
on
partnership’s
purchase
of
Kentucky-based business). Here, Plaintiff avers that Defendant
Adamitis
made
representations
concerning
the
business
which
prompted it to purchase its assets, located in Kentucky.
The
Court
concludes
that
the
exercise
of
specific
jurisdiction, “which exposes the defendant to suit in the forum
state
only
defendant’s
on
claims
contacts
that
with
“arise
the
out
forum,”
of
is
or
relate
appropriate
to”
on
a
the
averments before it. Kerry Steel, Inc. v. Paragon Indus., Inc.,
106
F.3d
147,
149
(6th
Cir.
11
1997)
(citing
Helicopteros
Nacionales de Colombia S.A., v. Hall, 466 U.S. 408, 414–415 &
nn. 8–10 (1984); and Third Nat’l Bank in Nashville v. WEDGE
Group, Inc., 882 F.2d 1087, 1089 (6th Cir. 1989)). The Court
considers the following factors:
First, the defendant must purposefully avail
himself of the privilege of acting in the
forum state or causing a consequence in the
forum state. Second, the cause of action
must arise from the defendant’s activities
there. Finally, the acts of the defendant or
consequences caused by the defendant must
have a substantial enough connection with
the forum state to make the exercise of
jurisdiction over the defendant reasonable.
Crouch v. Honeywell Int’l, Inc., 682 F. Supp. 2d 788, 793 (W.D.
Ky. 2010) (citing SouthernMach.Co. v. Mohasco Indus., Inc., 401
F.2d 381 (6th Cir. 1968)).
The first prong is satisfied where there is “purposeful
availment” of the forum by the affected party, such that that
they can reasonably anticipate being haled into court in the
forum in connection with those activities:
Where a forum seeks to assert specific
jurisdiction over an out-of-state defendant
who has not consented to suit there, this
“fair warning” requirement is satisfied if the
defendant has “purposefully directed” his
activities at residents of the forum, Keeton
v. Hustler Magazine, Inc., 465 U.S. 770, 774 …
(1984), and the litigation results from
alleged injuries that “arise out of or relate
to” those activities, Helicopteros Nacionales
de Colombia, S.A. v. Hall, 466 U.S. 408, 414 …
(1984).
12
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472–73 (1985).
Where the contacts with the forum state result from actions by
the defendant himself, even where those contacts do not include
physical presence, the first prong is satisfied. Id. at 475-76;
Air Prods. & Controls, Inc. v. Safetech Int’l, Inc., 503 F.3d
544, 550 (6th Cir. 2007). Here, Plaintiff avers that Adamitis
directed the marketing and business activities and, eventually,
disclosures relevant to the operations of that business in the
sale of the assets of Anytime Fitness Nicholasville (located in
Kentucky)
from
his
location,
wherever
it
might
be.
These
contacts were neither random nor fortuitous. Rather, Adamitis
purposefully
availed
himself
of
the
benefits
of
engaging
in
activity which had a direct impact in Kentucky – on site at
Anytime Fitness Nicholasville.
The second prong is satisfied where “the operative facts of
the controversy [now at bar] arise from the defendant’s contacts
with the [forum] state.” Intera Corp. v. Henderson, 428 F.3d
605, 617 (6th Cir. 2005). This is clearly the case.
Where
the
first
two
prongs
are
satisfied,
it
can
be
inferred that the exercise of jurisdiction would be reasonable.
Crouch, 682 F. Supp. 2d at 794. Litigating in Kentucky is no
more
burdensome
purchaser
of
than
assets
making
located
representations
here.
13
Moreover,
to
a
“when
potential
minimum
contacts
have
been
established,
often
the
interests
of
the
plaintiff and the forum in the exercise of jurisdiction will
justify even the serious burdens placed on the alien defendant.”
Id. (quoting Asahi Metal Indus. Co., Ltd. v. Superior Court, 480
U.S.
102,
114
(1987)).
Adamitis
made
a
conscious
choice
to
engage in communications with Active Enterprises employees based
in
Kentucky,
providing
them
directions,
urging
them
to
make
representations, and making representations himself which had a
profound effect with respect to a transaction regarding assets
located
in
this
forum
and
presumably
received
a
substantial
pecuniary benefit from doing so. The tradeoff for that benefit
is the burden of litigating in a distant forum, so long as the
law and due process permit it, and they do.
reach
a
different
from
the
forum
conclusion
such
that
Adamitis
the
was
only
The Court might
truly
disconnected
connection
for
him
individually could be traced through personal jurisdiction over
Active Enterprises. That is not, however, the case, and the
exercise of personal jurisdiction over Adamitis is appropriate
on the facts averred.
IV.
Defendants next argue that Plaintiff’s fraud and negligent
misrepresentation claims against Active Enterprises are barred
as a matter of law by the economic loss rule, which prohibits
14
“tort recovery for economic losses absent contractual privity.”
Cincinnati Ins. Cos. v. Staggs & Fisher Consulting Eng’rs , 2013
Ky. App. Unpub. LEXIS 227, at *1 (Ky. Ct. App. Mar. 15, 2013).
Under
the
involve
rule,
economic
losses—meaning
losses
that
personal
injuries
or
“other
property”—are
through
the
contract.
Giddings
recoverable
only
damage
to
parties’
do
not
&
Lewis, Inc. v. Industrial Risk Insurers, 348 S.W.3d 729, 738
(Ky. 2011) (adopting the economic loss rule in Kentucky). The
rule “recognizes that economic losses, in essence, deprive the
purchaser of the benefit of his bargain and that such losses are
best addressed by the parties’ contract.” Id. at 738.
respect
to
the
claims
against
Active
Enterprises,
the
With
Court
agrees.
Further,
while
Defendants
assert
that
the
economic
loss
rule precludes Younger Brothers from pursuing any tort claims
against
Adamitis
individually,
Adamitis
has
no
contract
with
Younger Brothers, and the economic loss rule does not apply.
V.
The question remains, then, whether the corporate form and
his role within it as an officer of Active Enterprises protects
Adamitis
from
liability
for
misrepresentations
he
personally
made to Younger or, by extension, Younger Brothers. Assuming his
conduct breaches duties entirely independent of any contract, he
15
can
be
held
personally
liable
for
his
fraudulent
misrepresentations, separate and apart from any claims against
Active Enterprises.
Smith v. Isaacs, 777 S.W.2d 912 (Ky. 1989).
In Isaacs, the Kentucky Supreme Court stated
[T]he issue is whether [an individual’s]
position as an officer or shareholder in [a]
corporation
immunizes
him
from
tort
liability in circumstances where he would be
otherwise
liable
if
he
were
not
a
shareholder.
It should be obvious that it
does not.
Id.
at
914
(emphasis
added).
The
Isaacs
court
went
on
to
explain that “the agent of a corporation, albeit a principal
shareholder and officer of the corporation, is personally liable
for a tort committed by him although he was acting for the
corporation.”
Id.
(quotations and citations omitted) (denying
motion to dismiss).
Plaintiff’s claims are based upon
Adamitis’ duty not to
make material misrepresentations under certain circumstances, and
this duty stands independent of any contractual duties owed
P l a i n t i f f
by Active Enterprises.
t o
See Presnell Const.
Managers, Inc. v. EH Constr., LLC, 134 S.W.3d 575, 580 (Ky.
2004) (holding, under Kentucky law, a construction manager had
an
independent
duty
not
to
supply
false
information to the
plaintiff, and thus, the plaintiff’s complaint stated a cause of
16
action for negligent misrepresentation, even though there was no
privity of contract between plaintiff and construction manager);
cf. Mulch Mfg., Inc. v. Advanced Polymer Sols, LLC, 947 F. Supp.
2d 841, 857 (S.D. Ohio 2013) (denying individual defendant’s
motion for summary judgment on fraud cause of action because
plaintiff’s
allegations
are
all
based
on
“separate
duties
…
independent from any contractual obligation in this case—not to
engage in deceptive, misleading, and/or fraudulent practices in
the course of their business relationships” under Ohio law).
An
individual, when acting for and on behalf of a corporate entity,
has
an
individual
duty
not
to
supply
false
information.
Presnell, 134 S.W.3d at 583. Kentucky has adopted § 552 the
Restatement (Second) of Torts, which sets the standard for the
tort of negligent misrepresentation and provides that one who,
in the course of a transaction in which he has a pecuniary
interest, supplies false information for the guidance of others
in
their
business
transactions,
is
subject
to
liability
for
pecuniary loss caused to them by their justifiable reliance upon
the information, if he fails to exercise reasonable care in
obtaining
or
communicating
the
information.
Id.
In
instances
such as this, where the plaintiff has pled intentional and/or
negligent misrepresentation by a party acting for or on behalf
of a corporate entity, “the tort of [intentional or] negligent
17
misrepresentation defines an independent duty for which recovery
in tort for economic loss is available.” Id.
Adamitis is not
shielded from liability based upon representations that he made
himself,
simply
because
they
were
made
on
behalf
of
or
in
connection with a business entity. The Asset Purchase Agreement
is by and between Younger Brothers and Active Enterprises and,
it follows, that any waiver of tort claims that Adamitis reads
into the “Representations Provision” [DE 4, Page ID #56] of that
Agreement is not his to assert.
There is no release of extra-
contractual claims against Adamitis.
The Court is unpersuaded by Defendant Adamitis’s reliance
on Tabler v. Wolhoy, 2010 WL 2010738 (Ky. App. May 21, 2010),
for the proposition that an organization’s principal may avoid
liability
for
negligent
misrepresentations
where
a
contract
governs the parties’ relationship in any situation. Rather, the
Tabler court found no averments other than those warranties made
in the contract for the builders promised to build a house free
from defects, but the homeowners alleged material defects in its
construction.
In
the
absence
of
any
identifiable,
actionable
misrepresentation other than those made in the contract, the
court dismissed those claims against the builder.
the
situation
in
this
matter.
18
Further,
the
This is not
Court
rejects
Defendants’
retroactively
argument
assert
that
a
Plaintiff
personal
is
guarantee
attempting
into
the
to
contract.
Adamitis is not a party to the contract and is not subject to
the allocation of risk created by the Representations Provision
in that document.
Ultimately, the Court rejects the argument that Adamitis
cannot be personally liable in tort to Younger Brothers because
Adamitis had a personal duty independent of Active Enterprises’
contractual duties not to make material misrepresentations in
connection with the parties’ transaction, which Plaintiff avers
that
he
breached
by
personally
and
actively
engaging
in
misrepresentations and material omissions. Presnell, 134 S.W.3d
at 580. The motion to dismiss will be denied in this regard.
Accordingly,
IT
IS
ORDERED
that
Defendants’
Dismiss [DE 4] is GRANTED IN PART and DENIED IN PART.
This the 5th day of April, 2018.
19
Motion
to
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