ACADIA INSURANCE COMPANY v. FLUID MANAGEMENT INC et al

Filing 22

ORDER denying 14 Defendants' Motion to Dismiss. By JUDGE JOHN A. WOODCOCK, JR. (MFS)

UNITED STATES DISTRICT COURT
DISTRICT OF MAINE
ACADIA INSURANCE COMPANY, )
as subrogee of ELDREDGE LUMBER )
AND HARDWARE, INC.,
)
)
Plaintiff,
)
)
v.
)
)
FLUID MANAGEMENT, INC.,
)
et al.,
)
)
Defendants.
)

2:15-cv-00008-JAW

ORDER ON MOTION TO DISMISS
In this subrogation action, an insurance company filed a complaint against a
paint mixer manufacturer and an electric motor manufacturer for a fire at a hardware
store. The insurance company paid the hardware store owner in excess of $379,996
for the loss and now seeks to recover that amount from these manufacturers. The
electric motor manufacturer moves for judgment on the pleadings under Federal Rule
of Civil Procedure 12(c). The Court denies the motion because the insurer’s complaint
states a plausible claim for relief.
I.

PROCEDURAL HISTORY
On November 20, 2014, Acadia Insurance Company (Acadia), as subrogee of

Eldredge Lumber and Hardware (Eldredge Lumber), filed a complaint against Fluid
Management and Merkle-Korff Industries (Merkle-Korff) in York County Superior
Court, containing three counts: (1) negligence, (2) strict liability, and (3) breach of
implied warranty of merchantability, all in violation of Maine law. Compl. at 4-6

(ECF No. 2-2). On December 19, 2014, Merkle-Korff filed its answer in York County
Superior Court. Answer (ECF No. 2-3). On January 7, 2015, Merkle-Korff removed
the case to this Court pursuant to 28 U.S.C. § 1332. Notice of Removal (ECF No. 1).
On January 18, 2015, Merkle-Korff filed a motion to dismiss the Complaint.
Def. Merkle-Korff Industries, Inc.’s Mot. to Dismiss (ECF No. 14) (Defs.’ Mot.). Acadia
responded on February 16, 2015. Pl., Acadia Insurance Company a/s/o Eldredge
Lumber and Hardware Inc.’s Opp’n to Def. Merkle Korff Industries, Inc.’s Mot. to
Dismiss (ECF No. 15) (Pl.’s Opp’n). On March 3, 2015, Merkle-Korff replied. Def.
Merkle-Korff Industries, Inc.’s Mot. to Dismiss Reply Mem. (ECF No. 17) (Defs.’ Reply).
On March 6, 2015, Fluid Management filed a motion to dismiss, joining in MerkleKorff’s motion.1 Def. Fluid Management, Inc.’s Mot. to Dismiss (ECF No. 18).
II.

THE ALLEGATIONS
COMPLAINT
A.

AND

THEORIES

OF

ACTION

IN

THE

The Allegations in the Complaint

Acadia is a New Hampshire insurance company licensed in Maine with its
principal place of business in Maine. Compl. ¶ 1. Fluid Management is an Illinois
corporation with its principal place of business in Illinois; Merkle-Korff is a Delaware
corporation with its principal place of business in Delaware. Id. ¶¶ 3, 4.
Acadia says it insured Eldredge Lumber’s property in York, Maine, namely a
hardware store. Id. ¶¶ 2, 9. Acadia claims that before March 28, 2012, Eldredge

On March 6, 2015, the Court notified the parties that it would consider Fluid Management’s
motion as a joinder in Merkle-Korff’s motion to dismiss, not a motion itself. The major impact of this
notice was to avoid the periods for motion, response and reply contemplated by the Rules. Because
Fluid Management adopted by reference Merkle-Korff’s motion and memorandum, the Court treats
Merkle-Korff’s motion as filed by both Defendants.
1

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Lumber purchased from Fluid Management an Accutinter Model 7016 paint mixer
that contained an electric motor designed, manufactured, and sold by Merkle-Korff.
Id. ¶¶ 7, 8. On March 18, 2012, Acadia says, the paint mixer and/or the electric motor
malfunctioned and caused a fire. Id. ¶ 10. Acadia claims that the fire was caused by
the failure of the paint mixer and/or its electric motor, and says that the fire caused
significant damage to the hardware store and business income losses. Id. ¶¶ 11, 12.
Acadia paid Eldredge Lumber in excess of $379,996 for damages as a result of the
fire, and it is pursuing the subrogated loss amount in this proceeding. Id. ¶¶ 13, 14.
B.

The Counts

In Count One, Acadia alleges that the paint mixer and electric motor were
defective and unreasonably dangerous to users or consumers and to their property,
and that the defects caused the fire at the hardware store. Id. ¶¶ 16, 17. Acadia
claims that the fire and damages Eldredge Lumber suffered were the result of the
negligent design and manufacture of the paint mixer and electric motor. Id. ¶ 18.
In Count Two, Acadia seeks relief under Maine’s product liability statute, 14
M.R.S. § 221. It says that Fluid Management sold the paint mixer and electric motor
within it to its insured, Eldredge Lumber, in a defective condition unreasonably
dangerous to users or consumers and to their property, and that Merkle-Korff sold
the electric motor, that was supplied with the paint mixer, in a defective condition
unreasonably dangerous to users or consumers and to their property. Id. ¶¶ 20, 21.
Acadia submits that Fluid Management and Merkle-Korff should have reasonably
expected Eldredge Lumber to be affected by the paint mixer and electric motor. Id.

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¶ 22. Acadia alleges that Eldredge Lumber sustained damages as a direct and
proximate cause of the Defendants’ sale of the defective paint mixer and/or electric
motor. Id. ¶ 22.
In Count Three, Acadia alleges that both Fluid Management and Merkle-Korff
were “merchants” as defined in 11 M.R.S. § 2-104.1 and that they sold the paint mixer
and electric motor in violation of their implied warranty of merchantability under 11
M.R.S. § 2-314. Id. ¶¶ 25, 26. Finally, Acadia says, Eldredge Lumber sustained
damages as a direct and proximate result of the Defendants’ breach of the implied
warranty of merchantability. Id. ¶ 27.
III.

THE PARTIES’ POSITIONS
A.

The Defendants’ Motion to Dismiss

The Defendants’ motion is premised on an argument that the Complaint states
no facts that would plausibly show that a defect in a product they sold caused the fire
at the hardware store. Defs.’ Mot. at 4. They contend that Acadia’s Complaint offers
only “labels and conclusions” and “naked assertions” insufficient to survive its motion.
Id.
Regarding the negligence count, the Defendants submit it is unclear from the
Complaint how they breached a duty they owed to Acadia when they put the electric
motor in the chain of commerce, or how that breach caused the fire. Id. at 5. Further,
they argue, it is unclear whether Acadia seeks to recover for negligent design or
negligent manufacture or both, because the Complaint does not describe or define
what was defective about the paint mixer and/or electric motor. Id.

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The Defendants contend that the strict liability claim in Count Two must also
fail because Acadia has neither established that the product was defective, nor
alleged any facts that would allow the Court to infer how the electric motor was
defective. Id. at 6-7. The Defendants argue that “[m]ere allegations that the paint
mixer ‘or’ the electric motor malfunctioned [are] not sufficient.” Id. at 7.
Finally, the Defendants argue that Acadia failed to properly allege that the
electric motor was defective at the time it was sold, and therefore the breach of
warranty count must be dismissed. Id. They say that allegations that they are
“merchants”, that the motor was in a “defective condition”, and that it was the cause
of Plaintiff’s injuries and damages, are insufficient under the Twombly2 and Iqbal3
pleading standards to survive dismissal. Id. at 8.
B.

Acadia’s Opposition

Acadia contends first that the Defendants’ motion is untimely and should be
denied. Pl.’s Opp’n at 3. Acadia says that a motion filed pursuant to Rule 12(b)(6)
must be made before pleading if a responsive pleading is allowed, and that the
Defendants’ motion is untimely because Merkle-Korff filed it after filing its Answer.
Id.
Second, Acadia maintains that it has properly pleaded claims for negligence,
strict liability, and breach of implied warranty of merchantability, and that the
Defendants’ arguments are premature and more appropriate for a summary
judgment motion. Id. at 4-10. Acadia submits that it does not need to offer a detailed

2
3

Bell Atlantic v. Twombly, 550 U.S. 544 (2009).
Ashcroft v. Iqbal, 556 U.S. 662 (2009).

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explanation as to how the motor was negligently designed and/or manufactured, nor
does it need to describe precisely how the motor was defective or unreasonably
dangerous. Id. at 7-8.
C.

The Defendants’ Reply

The Defendants acknowledge that their motion “technically” may no longer be
a Rule 12(b)(6) motion, and ask the Court to use its discretion and consider the motion
as a request for judgment on the pleadings pursuant to Rule 12(c). Defs.’ Reply at 23.
IV.

DISCUSSION
This Court has diversity of citizenship jurisdiction over this action pursuant to

28 U.S.C. §1332(a)(1). The amount in controversy, without interest and costs, exceeds
$75,000, the sum or value specified in 28 U.S.C. § 1332(a).
A.

Rule 12(c) Standard of Review

The Defendants filed their motion to dismiss under Federal Rule of Civil
Procedure 12(b)(6) after the deadline for responsive pleadings, and after Merkle-Korff
filed its answer. Acadia correctly points out that this motion was untimely because
“[a] motion asserting [a defense listed in Rule 12(b)] must be made before pleading if
a responsive pleading is allowed.” FED. R. CIV. P. 12(b). The Court will treat the
motion under Rule 12(b)(6) as a motion for judgment on the pleadings under Federal
Rule of Civil Procedure 12(c). See Patrick v. Rivera-Lopez, 708 F.3d 15, 18 (1st Cir.
2013) (“Instead of deciding the motion under Rule 12(b)(6), the district court should
have treated it as a motion for judgment on the pleadings under Federal Rule of Civil

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Procedure 12(c)”). However, “[t]his conversion does not affect [the Court’s] analysis
inasmuch as the two motions are ordinarily accorded much the same treatment.”
Aponte-Torres v. Univ. of Puerto Rico, 445 F.3d 50, 54 (1st Cir. 2006).
As with a motion to dismiss, to withstand a motion for judgment on the
pleadings, a complaint must contain enough factual allegations so that the claim is
“plausible on its face,” Twombly, 550 U.S. at 555–56; that is, the factual content pled
should “allow[ ] the court to draw the reasonable inference that the defendant is liable
for the misconduct alleged.” Iqbal, 556 U.S. at 678. Additionally, the Court must
“view the facts contained in the pleadings in the light most favorable to the party
opposing the motion . . . and draw all reasonable inferences in [that party's] favor.”
Curran v. Cousins, 509 F.3d 36, 43 (1st Cir. 2007). “There is, of course, a modest
difference between Rule 12(c) and Rule 12(b)(6) motions. A Rule 12(c) motion, unlike
a Rule 12(b)(6) motion, implicates the pleadings as a whole.” Aponte–Torres, 445 F.3d
at 54–55. “Rule 12(c) does not allow for any resolution of contested facts; rather, a
court may enter judgment on the pleadings only if the uncontested and properly
considered facts conclusively establish the movant's entitlement to a favorable
judgment.” Id. at 54.
Because Acadia’s Complaint is the only source of the pertinent facts, and
because none of the parties suggests the claims require heightened pleading
standards, see FED. R. CIV. P. 9(b), the Complaint need only comply with the
standards of Rule 8 of the Federal Rules of Civil Procedure. See Aponte-Torres at 55.
Pursuant to Rule 8(a), the plaintiff’s complaint must set forth “a short and plain

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statement of the claim showing that the pleader is entitled to relief.” FED. R. CIV. P.
8(a)(2).

A “short and plain” statement needs only enough detail to provide a

defendant with “‘fair notice of what the . . . claim is and the grounds upon which it
rests.’” Ocasio-Hernandez v. Fortuno-Burset, 640 F.3d 1, 12 (1st Cir. 2011) (quoting
Twombly, 550 U.S. at 555). “Despite the liberal pleading standard of Rule 8, to
survive a motion to dismiss, a complaint must allege ‘a plausible entitlement to
relief.’” Gallagher v. Cigna Healthcare of Maine, Inc., 538 F. Supp. 2d 286, 290 (D.
Me. 2008) (quoting Twombly, 550 U.S. at 559).
B.

Count II: Strict Liability Pursuant to 14 M.R.S. § 2214

Count II of Acadia’s Complaint asserts a claim for strict liability pursuant to
14 M.R.S. § 221:
20.
Defendant, Fluid Management, sold the Paint Mixer and
Electrical Motor within it to Plaintiff’s insured Eldredge Lumber in a
defective condition that was unreasonably dangerous to users or
consumers and to their property.
21.
Defendant, Merkle-Korff, sold the Electric Motor which was
supplied with the Paint Mixer in a defective condition that was
unreasonably dangerous to users or consumers and to their property.
22.
Plaintiff’s insured, Eldredge Lumber, was at all times relevant
hereto an entity that the Defendants should have reasonably expected
to be affected by the Paint Mixer and its Electric Motor, or who owned
property that may be so affected.
23.
As a direct and proximate result of the Defendants[’] sale of the
defective Paint Mixer and/or Electric Motor, Plaintiff’s insured
sustained the damages outlined above.

Although Acadia’s Complaint listed the negligence claim before the strict liability claim, the
Court analyzes the counts in reverse order because the negligence analysis is informed by the product
liability analysis.
4

8

Compl. ¶¶ 20-23. Maine’s strict liability statute provides:
One who sells any goods or products in a defective condition
unreasonably dangerous to the user or consumer or to his property is
subject to liability for physical harm thereby caused to a person whom
the manufacturer, seller or supplier might reasonably have expected to
use, consume or be affected by the goods, or to his property, if the seller
is engaged in the business of selling such a product and it is expected to
and does reach the user or consumer without significant change in the
condition in which it is sold. This section applies although the seller has
exercised all possible care in the preparation and sale of his product and
the user or consumer has not bought the product from or entered into
any contractual relation with the seller.
14 M.R.S. § 221.
The Defendants seek to dismiss Acadia’s strict liability claim on the ground
that it insufficiently alleges what specific theory of recovery Acadia will pursue under
strict liability (manufacturing defect, design defect, or failure to warn), and that the
Complaint does not provide facts that would allow the Court to infer how the electric
motor was defective or how it was unreasonably dangerous. Defs.’ Mot. at 6-7. Acadia
vigorously opposes dismissal. See Pl.’s Opp’n at 6-7.
The Defendants correctly point out that no liability will be imposed in a strict
liability action unless the product is defective. See Adams v. Buffalo Forge Co., 443
A.2d 932, 940 (Me. 1982) (Noting that the Maine legislature “formulated our strict
liability statute, 14 M.R.S.A. § 221, directly from section 402A of the after
Restatement (Second) of Torts”); RESTATEMENT (SECOND) OF TORTS § 402A. However,
Acadia alleged that the electric motor was defective, which defeats the Defendants’
argument on this point.

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Next, the Defendants urge that more detail regarding the alleged defect is
necessary to withstand their motion. They rely on a 1992 First Circuit decision to
support their argument that “mere allegations that the paint mixer ‘or’ the electric
motor ‘malfunctioned’ [are] not sufficient.” Defs.’ Mot. at 7 (citing Walker v. Gen. Elec.
Co., 968 F.2d 116 (1st Cir. 1992)).
Walker, however, does not carry the day for the Defendants. First, the Walker
Court was not addressing the granting of a motion to dismiss. In Walker, the First
Circuit affirmed the district court’s granting of a motion for directed verdict 5
pursuant to Federal Rule of Civil Procedure 50(a) after the district court had held a
full trial on the case. See Walker, 968 F.2d at 117.
Second, the Walker Court addressed the so-called “malfunction theory”
“whereby proof of a malfunction may be used as evidence to establish a defect.” Id.
at 120. The malfunction theory:
is simply a specific application of the general rules of proof in products liability
cases in that a plaintiff may meet the burden of proving a defect either by
pointing to some specific dereliction by the manufacturer in the design or
construction of the product or “by showing an unexplained occurrence and
eliminating all reasonable explanations for the occurrence other than the
existence of a defect.” Ocean Barge Transport Co. v. Hess Oil Virgin Islands
Corp., 726 F.2d 121, 124 (3d Cir. 1984). Plaintiff remains with the burden of
negating other reasonable explanations for the malfunction.
Id. Thus, even under the Walker formulation, the Plaintiff survives dismissal.
Third, after Walker, in 2012 the Law Court expressly adopted the approach of
Restatement (Third) of Torts: Products Liability § 3. Estate of Pinkham v. Cargill,

Now known as a motion for judgment as a matter of law. See FED. R. CIV. P. 50(a), advisory
committee note (1991).
5

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2012 ME 85 ¶ 19, 55 A.3d 1; see McIlvaine v. Ford Motor Co., 2013 WL 588934, at *3
(D. Me. Feb. 13, 2013). According to the Restatement (Third) of Torts: Products
Liability § 3:
It may be inferred that the harm sustained by the plaintiff was caused
by a product defect existing at the time of sale or distribution, without
proof of a specific defect, when the incident that harmed the plaintiff:
(a) Was of a kind that ordinarily occurs as a result of product defect; and
(b) Was not, in the particular case, solely the result of causes other than
product defect existing at the time of sale or distribution.
RESTATEMENT (THIRD) OF TORTS: PRODUCTS LIABILITY § 3 (1998). Thus, in Pinkham,
the Maine Supreme Judicial Court vacated the trial court’s granting of a motion for
summary judgment where no specific defect had been alleged because the evidence
could have led to the inference that the product was defective and the plaintiff was
“entitled to the opportunity to have a fact-finder decide whether it should receive the
benefit of the inference.” Pinkham, 2012 ME 85 ¶ 20, 55 A.3d 1.
Here, Acadia alleged that the motor malfunction caused a fire and damage to
the hardware store and the Defendants have not yet argued that other causes are to
blame. At this stage, the Court infers that properly designed and built motors do not
catch fire absent a defect. Viewing the facts in the light most favorable to Acadia, the
Court concludes that the allegations are sufficient to generate an inference that a
defect was the cause of the damages and to withstand a motion to dismiss. Acadia
does not have to allege the precise type of defect in the motor to survive a Rule 12(c)
motion.
C.

Count I: Common Law Negligence
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In Count I, Acadia asserts the following in support of its negligence claim, in
relevant part:
7.
Prior to March 28, 2012, Eldredge Lumber purchased an
Accutinter Model 7016 paint mixer (hereinafter “Paint Mixer”) from
Fluid Management for use at the Property.
8.
The Paint Mixer contained an electric motor which was designed,
manufactured and sold by Merkle-Korff (hereinafter “Electric Motor”).
10.
On March 18, 2012, the Paint Mixer and/or Electric Motor at the
Property malfunctioned and caused a fire.
11.
The Fire was caused by the failure of the Paint Mixer and/or its
Electric Motor.
12.
The Fire caused significant damage to the Property and its
contents and resulted in a loss of business income.
16.
The Paint Mixer and Electric Motor within it were defective and
unreasonably dangerous to users or consumers and to their property.
17.
The defects of the Paint Mixer and its Electric Motor caused the
fire at the Property.
18.
The fire and damages incurred by Eldredge Lumber were the
result of the negligent design and manufacture of the Paint Mixer and
Electric Motor by the defendants.
Compl. ¶¶ 7, 8, 10-12, 16-18.
Under Maine common law, a plaintiff must establish the following to generate
a prima facie case of negligence: a duty owed to plaintiff by defendant, and a breach
of that duty that was the actual and legal cause of plaintiff’s injury. Brown v. Crown
Equip. Corp., 2008 ME 186, ¶ 15, 960 A.2d 1188. The Law Court has noted that “[i]n
actions based upon defects in design, negligence and strict liability theories overlap
in that under both theories the plaintiff must prove that the product was defectively

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designed thereby exposing the user to an unreasonable risk of harm.” Stanley v.
Schiavi Mobile Homes, Inc., 462 A.2d 1144, 1148 (Me. 1983).
“Under Maine law, the existence of a duty is a question for the court, not the
fact finder.” Carolina Cas. Ins. Co. v. Cummings Agency, Inc., 932 F. Supp. 371, 372
(D. Me. 1996). “A manufacturer or seller owes a duty to exercise reasonable care to
foreseeable users of its products and to persons who are foreseeably endangered by
the use of those products.” Doe v. Solvay Pharms., Inc., 350 F. Supp. 2d. 257, 263 (D.
Me. 2004) (citing Adams v. Buffalo Forge Co., 443 A.2d 932, 939 (Me. 1982)). MerkleKorff owed this duty of reasonable care to foreseeable purchasers, including Eldredge
Lumber, in manufacturing the electric motor that was part of the paint mixer.
Seeking dismissal, the Defendants argue that “it is entirely unclear” how they
breached their duty to Acadia, or how such a breach caused the fire and resulting
damages. Defs.’ Mot. at 5. The Defendants also argue that Acadia “does not describe
or define what was defective about the mixer and/or motor.” Id. In response, Acadia
insists that it properly pleaded a plausible claim of negligence and that the
Defendants’ arguments are premature. Pl.’s Opp’n at 8.
Again, viewing the evidence in the light most favorable to Acadia, the
Complaint contains evidence of a breach of duty in the manufacturing of the motor.
Acadia alleges that the paint mixer that Fluid Management sold contained an electric
motor that Merkle-Korff designed and manufactured that was both defective and
unreasonably dangerous. The Defendants may not contend at this stage that the

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electric motor was not defective, and instead they may claim only that Acadia has not
alleged facts identifying the specific defect in the motor.
For the same reasons that the Defendants’ motion to dismiss the strict liability
count fails, their motion on the negligence count meets the same fate. The negligence
analogue to the malfunction theory is res ipsa loquitor and the Maine Supreme
Judicial Court has observed that “negligence and strict liability theories overlap in
that under both theories the plaintiff must prove that the product was defectively
designed thereby exposing the user to an unreasonable risk of harm”. Stanley v.
Schiavi Mobile Homes, Inc., 462 A.2d 1144 (Me. 1983) (citation omitted). “As with
strict liability, Plaintiffs’ failure to identify a specific defect is not necessarily fatal if
they can negate other reasonable causes and, as they have done here, present
circumstantial evidence of a defect. They have produced sufficient evidence to meet
their burden on this record to make out a negligence claim.” Moores v. Sunbeam
Prods., 425 F. Supp. 2d 151, 158 (D. Me. 2006).
D.

Count III: Breach of Implied Warranty of Merchantability
Pursuant to 11 M.R.S. § 2-314

Acadia asserts a claim of breach of implied warranty of merchantability in
Count III of its Complaint:
25.
At all times relevant hereto, Defendants, Fluid Management and
Merkle-Korff, were “merchants” with respect to the Paint Mixer and
Electric Motor as defined by 11 M.R.S.A. § 2-104.1.
26.
By reason of the foregoing allegations, Defendants, Fluid
Management and Merkle-Korff, sold the Paint Mixer and Electric Motor
in a defective condition in violation of their implied warranty of
merchantability imposed under 11 M.R.S.A. § 2-314.

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27.
As a direct and proximate result of the Defendants’ breach of the
implied warranty of merchantability as outlined above, Plaintiff’s
insured sustained the injuries and damages outlined above.
Compl. ¶¶ 25-27.
Maine law provides that “a warranty that the goods shall be merchantable is
implied in a contract for their sale if the seller is a merchant with respect to goods of
that kind.” 11 M.R.S. 2-314(1). In their motion, the Defendants argue that Acadia
offers no facts to support its allegation that the electric motor was defective. Defs.’
Mot. at 7-8. The Defendants again rely on Walker for the proposition that Acadia
must show “some defect in the product at the time it was sold” in order to maintain a
claim for breach of implied warranty of merchantability. Id. at 7 (citing Walker, 968
F. 2d at 119). Acadia rejects the Defendants’ arguments and insists that the motion
be denied. Pl.’s Opp’n at 9-10.
In its Complaint, Acadia alleged that the Defendants are both merchants
within the definition in 11 M.R.S. § 2-104.1, that they sold the Accutinter paint mixer
and the electric motor within it, that the paint mixer and/or motor were defective,
and that the defect caused the fire and Eldredge Lumber’s damages. This is sufficient
to properly allege a breach of the implied warranty of merchantability and to survive
a motion to dismiss. See DONALD J. ALEXANDER, MAINE JURY INSTRUCTION MANUAL,
§ 7-23 (4th Ed. 2012) (setting forth the elements of a breach of implied warranty of
merchantability claim).
V.

CONCLUSION

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Acadia’s Complaint adequately pleads claims of negligence, strict liability, and
breach of the implied warranty of merchantability sufficient to survive a motion to
dismiss. The Court DENIES the Defendants’ Motion to Dismiss (ECF No. 14).
SO ORDERED.

/s/ John A. Woodcock, Jr.
JOHN A. WOODCOCK, JR.
UNITED STATES DISTRICT JUDGE
Dated this 23rd day of June, 2015

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