Meena Enterprises, Inc. et al v. Mail Boxes Etc., Inc.

Filing 17

MEMORANDUM OPINION. Signed by Chief Judge Deborah K. Chasanow on 10/11/12. (sat, Chambers)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
:
MEENA ENTERPRISES, INC., ET AL.
:
v.

:

Civil Action No. DKC 12-1360

:
MAIL BOXES ETC., INC.
:
MEMORANDUM OPINION
Presently pending and ready for review in this breach of
contract

case

is

the

motion

to

stay

proceedings

and

compel

arbitration filed by Defendant Mail Boxes Etc., Inc. (“MBE”)
(ECF No. 9).

The issues have been fully briefed, and the court

now rules, no hearing being deemed necessary.

Local Rule 105.6.

For the following reasons, the motion will be granted.
I.

Background
A.

Factual Background

Except as otherwise noted, Plaintiffs Meena Enterprises,
Inc. (“Meena”) and Sabapathy Sengottuvelu allege the following
facts in their complaint.

(ECF No. 2).

On April 7, 1997, College Park Enterprises, Inc. signed two
agreements with MBE (“the Franchise Agreements”) to operate two
shipping,

mailing,

and

printing

services

stores

as

MBE

franchises.1

Both stores were located in College Park, Maryland,

one on Lehigh Road and the other in the University of Maryland
student union.

The Franchise Agreements contained a section

titled “Covenant Not To Compete.”
9-2,

at

39).

The

(ECF No. 9-1, at 39; ECF No.

Franchise

Agreements

also

included

an

arbitration clause, which provides, in relevant part:
[E]very
controversy,
claim
or
dispute
arising out of or in connection with the
negotiation, performance or non-performance
of
this
Agreement,
including,
without
limitation, any alleged torts and/or claims
regarding
the
validity,
scope
and
enforceability of this Section, shall be
solely
and
finally
settled
by
binding
arbitration conducted in the locality in
which the franchise is located[.]

(ECF

No.

Agreements
construed
California

9-1,

at

41;

further
under
except

ECF

state

and
for

No.
that

governed
any

9-2,

at

“[t]he

by

41).2

agreement

the

laws

of

provisions

which

are

unenforceable in California[.]”

The

Franchise
is

the

to

be

State

of

found

to

be

(ECF No. 9-1, at 46-47; ECF No.

9-2, at 46-47).

1

Although Plaintiffs allege in their complaint that College
Park Enterprises, Inc. “entered into the Franchise Agreements
with MBE” (ECF No. 2 ¶ 8), an entity called Mail Boxes Etc. USA,
Inc. actually signed the contracts (ECF No. 9-1, at 1; ECF No.
9-2, at 1).
As set forth below, the precise relationship
between MBE and Mail Boxes Etc. USA, Inc. is unclear.
2

MBE attaches copies of the Franchise Agreements to its
motion. (ECF Nos. 9-1, 9-2).
2

On or about March 2, 2001, United Parcel Service (“UPS”)
purchased MBE.

At that time, UPS announced that MBE franchises

would continue to offer choices among delivery services (e.g.,
UPS,

Federal

Express,

and

Airborne

Express),

but

that

“the

relationships may be altered somewhat” as a result of UPS’s
acquisition of MBE.

(ECF No. 2, ¶ 11).

Allegedly, however, UPS

“intended to convert the [MBE] stores to UPS stores” from the
outset.
On

(Id. ¶ 13).
August

2,

2001,

Plaintiffs

entered

into

a

“Transfer

Agreement” to purchase the two MBE franchises owned by College
Park Enterprises, Inc.

Per the terms of the Transfer Agreement,

Plaintiffs agreed to assume “all of College Park Enterprises,
Inc.’s rights and duties under [the Franchise Agreements]” and
also acknowledged that they had received copies of the Franchise
Agreements and were familiar with their terms and conditions.
(ECF No. 16-1, ¶¶ 1.a & 3).3

MBE signed the Transfer Agreement

to acknowledge its consent to the assignment of the Franchise
Agreements from College Park Enterprises, Inc. to Plaintiffs.
(Id.

¶ 1.b).

In deciding to enter the Transfer Agreements,

Plaintiffs purportedly relied on MBE’s public representations
that it would continue to operate its franchises as MBE stores

3

MBE attaches a copy of the Transfer Agreement to its
reply. (ECF No. 16-1).
3

because the MBE “name and concept” provided value to the stores.
(ECF No. 2 ¶¶ 51-52).
Despite

MBE’s

and

UPS’s

public

representations

to

the

contrary, UPS began requiring “most of [the] MBE franchises” to
change

their

names

to

market

[UPS]

products

“The
and

UPS

Store”

and

services.”

“to

(Id.

aggressively

¶ 20).

As

UPS

stores, franchisees could still offer competitors’ products and
services,

but

“only

those services.”

if

(Id.).

the

customers

specifically

requested

Federal Express, however, “will not

allow its products or services to be offered by UPS Stores.”
(Id. ¶ 21).
During the initial term of the Franchise Agreements, MBE
and

UPS

allowed

Plaintiffs

to

continue

to

operate

their

franchise in the University of Maryland student union as an MBE
store because “it was required to offer Federal Express shipping
services” under its lease with the school.
came

time

to

renew

the

Franchise

(Id. ¶ 24).

Agreements,

When it

however,

MBE

purportedly insisted that the University of Maryland location be
converted

to

a

UPS

store.

Plaintiffs

advised

MBE

that

a

conversion was not possible because the University of Maryland
requires its shipping store to offer Federal Express services.
Given MBE’s alleged lack of marketing support for the MBE brand,
Plaintiffs requested that MBE allow it to operate the student
union

location

as

an

independent
4

store

after

the

Franchise

Agreements expired.

MBE did not respond to this request prior

to expiration in August 2011.
With respect to Plaintiffs’ other MBE franchise on Lehigh
Road,

MBE

allegedly

renovations

in

required

order

to

Plaintiffs
renew

to

the

spend

Franchise

$50,000

in

Agreement.

Plaintiffs informed MBE that they could not afford such a sum,
but nonetheless paid the renewal fee for the Lehigh Road store
prior to expiration of the Franchise Agreements in August 2011.
B.

Procedural Background

On January 27, 2012, Plaintiffs filed a complaint in the
Circuit Court for Prince George’s County, Maryland, asserting
claims

against

MBE

for

breach

of

contract,

inducement, and negligent misrepresentation.

fraudulent

Plaintiffs also

seek a declaratory judgment that precludes MBE from enforcing
the

non-competition

covenants

in

the

Franchise

Agreements.

Plaintiffs allege compensatory damages in excess of $1 million
and also request costs and attorneys’ fees.
On May 3, 2012, MBE filed a notice of removal to this
court, alleging diversity jurisdiction under 28 U.S.C. § 1332.
(ECF No. 1).
proceedings

On May 24, 2012, MBE filed a motion to stay the
and

compel

arbitration

of

Plaintiffs’

pursuant to the Federal Arbitration Act (“FAA”).

claims

(ECF No. 9).

Plaintiffs opposed this motion (ECF No. 13), and MBE filed a
reply (ECF No. 16).
5

II.

The Federal Arbitration Act
Under the FAA, a party to an arbitration agreement may

bring a motion in federal district court to compel arbitration
and stay the proceeding pending resolution of the arbitration.
9 U.S.C. §§ 3–4.

Section 2 of the FAA requires the enforcement

of agreements to arbitrate as follows:
A written provision in any . . . contract
evidencing a transaction involving commerce
to settle by arbitration a controversy
thereafter arising out of such contract or
transaction, or the refusal to perform the
whole or any part thereof, or an agreement
in writing to submit to arbitration an
existing controversy arising out of such a
contract, transaction, or refusal, shall be
valid, irrevocable, and enforceable, save
upon such grounds as exist at law or in
equity for the revocation of any contract.
9 U.S.C. § 2.
The
permits

final

clause

agreements

of

to

section

arbitrate

2,

to

the

be

“savings

avoided

on

clause,”
state-law

grounds that are “generally applicable” to all contracts and
that do not “stand as an obstacle to the accomplishment of the
FAA’s objectives.”

AT&T Mobility LLC v. Concepcion, --- U.S. --

-, 131 S.Ct. 1740, 1748 (2011); see also Doctor’s Assocs., Inc.
v.

Casarotto,

arbitration

517

U.S.

provision

681,

may

687

be

(1996)

found

(explaining

unenforceable

that

an

based

on

“generally applicable contract defenses, such as fraud, duress,
or unconscionability”).

6

In deciding a motion to compel arbitration pursuant to the
FAA, it is necessary to “engage in a limited review to ensure
that

the

dispute

is

arbitrable.”

Hooters

of

Am.,

Inc.

v.

Phillips, 173 F.3d 933, 938 (4th Cir. 1999) (internal quotation
marks and citation omitted).
steps:

This determination involves two

“First, we determine who decides whether a particular

dispute is arbitrable:

the arbitrator or the court.

Second, if

we conclude that the court is the proper forum in which to
adjudicate arbitrability, we then decide whether the dispute is,
in fact, arbitrable.”

Peabody Holding Co., LLC v. United Mine

Workers of Am., Int’l Union, 665 F.3d 96, 101 (4th Cir. 2012).
In this Circuit, “when all of the issues presented in a lawsuit
are arbitrable,” “dismissal is a proper remedy.”

Choice Hotels

Int’l, Inc. v. BSR Tropicana Resort, Inc., 252 F.3d 707, 709–10
(4th Cir. 2001).
III. Analysis
Plaintiffs oppose arbitration on two grounds.

First, they

contend that the parties to this action – none of whom are
signatories to the Franchise Agreements – never entered into an
agreement

to

arbitrate.

Second,

they

assert

that

the

arbitration clauses in the Franchise Agreements are procedurally
and substantively unconscionable under applicable state law.

7

A.

Formation of an Agreement to Arbitrate

Plaintiffs first contend that the parties to this action
never formed an agreement to arbitrate because the Franchise
Agreements attached to MBE’s motion are signed by College Park
Enterprises, Inc., and Mail Boxes Etc. USA, Inc. (as opposed to
Plaintiffs

and
as

MBE).

whether

MBE,

a

clauses

contained

In

other

nonsignatory,
within

the

words,
can

Plaintiffs

enforce

Franchise

the

question

arbitration

Agreements.

This

argument – which is properly addressed by the court as opposed
to the arbitrator – is without merit.4
As an initial matter, Plaintiffs are bound by the terms of
the Franchise Agreements by

virtue of the Transfer Agreement, a

document that Plaintiffs refer to in their complaint (ECF No. 2

4

Plaintiffs’ first argument focuses on whether the parties
formed an agreement to arbitrate in the first instance – an
issue that is distinct from whether such an agreement is valid
and enforceable under state law.
See Buckeye Check Cashing,
Inc. v. Cardegna, 546 U.S. 440, 444 (2006) (“The issue of the
contract’s validity is different from the issue whether any
agreement between the alleged obligor and obligee was ever
concluded.”).
Thus, although the Franchise Agreements decree
that “claims regarding the validity, scope, and enforceability”
of the arbitration clauses themselves must be decided via
arbitration (ECF No. 9-1, at 41; ECF No. 9-2, at 41), threshold
issues of contract formation – including equitable estoppel –
are properly subject to judicial determination.
See In re
Toyota Motor Corp. Unintended Acc. Mktg., Sales Practices, &
Prods. Liab. Litig., 838 F.Supp.2d 967, 986 (C.D.Cal.
2012)
(refuting “the broad proposition that in the face of a
delegation provision, the [c]ourt should defer to the arbitrator
entirely and make no inquiry into whether a non-signatory may
pursuant to equitable estoppel enforce an agreement to arbitrate
against a signatory”).
8

¶ 9) and that MBE attaches to its reply (ECF No. 16-1).

Per

this contract, Plaintiffs became the assignees of College Park
Enterprises, Inc., and expressly assumed the rights and duties
set forth in the Franchise Agreements:

“Through [Plaintiffs’]

signature below, [Plaintiffs] agree[] that MEENA Enterprises,
Inc. shall become the assignee of the 1997 Franchise Agreements,
hereby assuming all of College Park Enterprises, Inc.’s rights
and duties under such 1997 Franchise Agreements.”
These

“rights

and

duties”

clearly

encompass

(Id. ¶ 1.a).
the

duty

to

arbitrate “[e]very controversy, claim or dispute arising out of
or in connection with” the Franchise Agreements.

(ECF No. 9-1,

at 41; ECF No. 9-2, at 41).
Second, despite Plaintiffs’ argument to the contrary, MBE
can compel arbitration even though it was not a signatory to the
Franchise Agreements.

It is true that MBE does not disclose the

relationship between MBE and Mail Boxes Etc. USA, Inc., the
entity

that

signed

the

Franchise

Agreements,

nor

does

MBE

otherwise explain how it is privy to the Franchise Agreements.5
MBE

does,

however,

contend

that

5

the

Franchise

Agreements’

All that MBE offers in response to Plaintiffs’ argument
regarding its nonsignatory status is a declaration by MBE’s
Senior Vice President of Franchise Services, who notes that Mail
Boxes Etc. USA, Inc. is the “prior franchisor of Mail Boxes Etc.
Centers.” (ECF No. 16-2, Higginson Decl. ¶ 1). This statement
indicates that MBE is a successor-in-interest to Mail Boxes Etc.
USA, Inc., but does not settle the matter with any clarity.
9

arbitration

clause

should

be

enforced

against

Plaintiffs

“[b]ecause all of the Plaintiffs’ claims against MBE are based
upon

rights

they

allegedly

possess

Agreements.”

(ECF No. 16, at 2).

equitable

nature:

assert
while

in

claims

simultaneously

would

be

MBE

based

on

repudiating

forth in the very same contracts.

the

Franchise

At bottom, MBE’s argument is

it

against

under

the

unfair
the

for

Plaintiffs

Franchise

arbitration

to

Agreements

clauses

set

MBE’s argument is persuasive.

Arbitration is generally a matter of contract, so “a party
cannot be required to submit to arbitration any dispute which he
has not agreed so to submit.”

Int’l Paper Co. v. Schwabedissen

Maschinen & Anlagen GMBH, 206 F.3d 411, 416 (4th
(internal quotation marks omitted).
however,

“a

nonsignatory

can

Cir. 2000)

In certain circumstances,

enforce . . . an

arbitration

provision within a contract executed by other parties.”
416–17.6

Id. at

Relevant here,
equitable
estoppel
applies
when
the
signatory to a written agreement containing
an arbitration clause must rely on the terms
of the written agreement in asserting its

6

Federal common law, rather than state law, applies to
MBE’s equitable estoppel argument. See Schwabedissen Maschinen,
206 F.3d at 417 (“[T]he determination of whether . . . a
nonsignatory[] is bound by [an arbitration clause] presents no
state law question of contract formation or validity” and
instead requires analysis under “‘the federal substantive law of
arbitrability.’” (quoting Moses H. Cone Mem’l Hosp. v. Mercury
Constr. Corp., 460 U.S. 1, 24 (1983)).
10

claims against the nonsignatory.
When each
of
a
signatory’s
claims
against
a
nonsignatory makes reference to, or presumes
the existence of, the written agreement, the
signatory’s claims arise out of and relate
directly to the written agreement, and
arbitration is appropriate.
Brantley v. Republic Mortg. Ins. Co., 424 F.3d 392, 395–96 (4th
Cir. 2005) (internal quotation marks and alterations omitted).
To assess whether a signatory’s claims against a nonsignatory
arise out of and relate directly to the agreement containing the
arbitration clause, the underlying complaint must be examined.
Am. Bankers Ins. Group, Inc. v. Long, 453 F.3d 623, 627 (4th Cir.
2006).
In

this

Plaintiffs’

case,

claims

equitable

arise

Franchise Agreements.

out

of

estoppel
and

relate

applies

because

directly

to

the

Specifically, Plaintiffs assert causes of

action against MBE for breach of the Franchise Agreements and
for

fraudulent

inducement

based

on

MBE’s

alleged

misrepresentations in connection with their decision to assume
the obligations under the Franchise Agreements.
¶¶ 37-40; 50-67).

(ECF No. 2,

Plaintiffs also seek a declaration that MBE

cannot enforce the Franchise Agreements’ non-compete covenants.
(ECF No. 2, ¶¶ 41-49).

Each of Plaintiffs’ claims against MBE

thus makes reference to, and presumes the existence of, the
Franchise Agreements.

In other words, but for the Franchise

Agreements, Plaintiffs would have no basis for recovery on their
11

claims.

Iraq

Middle

Mkt.

Dev.

Found.

v.

Al

Harmoosh,

769

F.Supp.2d 838, 841-42 (D.Md. 2011) (because the plaintiff “would
have no basis for recovery” against the non-signatory defendant
absent

the

agreement

containing

the

arbitration

clause,

the

plaintiff was “estopped from asserting that [the defendant] is
not

a

party

to

the

arbitration

clause”).

Accordingly,

Plaintiffs are estopped from arguing that MBE cannot enforce the
arbitration clauses because of its nonsignatory status.
B.

Unconscionability

Plaintiffs

alternatively

contend

that

the

arbitration

clauses in the Franchise Agreements are unenforceable because
they “raise both procedural and substantive unconscionability
concerns.”

(ECF No. 13, at 3-9).

that

court

the

has

the

unconscionability arguments.

Plaintiffs further assert

authority
(Id. at 9).

to

address

their

MBE responds that the

arbitration clauses are neither procedurally nor substantively
unconscionable but that, in any event, this issue should be
deferred until arbitration, at which time Plaintiffs can “reraise their objections.”

(ECF No. 16, at 9-10).

MBE’s latter

argument carries the day because the arbitrator, rather than
this

court,

must

decide

whether

the

Franchise

Agreements’

arbitration clauses are unconscionable.
Typically, a challenge to the validity of an arbitration
clause is decided by the court.
12

E.g., Coll. Park Pentecostal

Holiness Church v. Gen. Steel Corp., 847 F.Supp.2d 807, 814
(D.Md. 2012).

That presumption can be overcome, however, where

the parties “clear[ly] and unmistakabl[y]” give the arbitrator
responsibility

for

determining

“gateway”

arbitrability via a delegation provision.

questions

of

Rent–A–Center, West,

Inc. v. Jackson, ––– U.S. –––, 130 S.Ct. 2772, 2776–77 & n. 1
(2010).

Because a delegation provision itself constitutes a

“written provision . . . to settle by arbitration a controversy”
under section 2 of the FAA that is severable from the broader
arbitration agreement, it must be enforced unless a party raises
a specific challenge to its validity.
a

challenge,

arguments

regarding

Id. at 2777.
the

validity

Absent such
of

“another

provision of the contract, or [] the contract as a whole” are
left for the arbitrator.

Id. at 2778 (because the employee did

not specifically contest the validity of the delegation clause,
his argument that the arbitration agreement was unconscionable
was for the arbitrator to decide).
Here,

in

arguing

that

Plaintiffs’

unconscionability

arguments are “severable from the forum question” and should be
referred

to

the

arbitrator

“consistent

with

the

arbitration

provisions” (ECF No. 16, at 9), MBE appears to contend that the
Franchise

Agreements

contain

provision.

The arbitration clauses state that

13

an

enforceable

delegation

[E]very
controversy,
claim
or
dispute
arising out of or in connection with the
negotiation, performance or non-performance
of
this
Agreement,
including,
without
limitation, any alleged torts and/or claims
regarding
the
validity,
scope,
and
enforceability of this Section, shall be
solely
and
finally
settled
by
binding
arbitration . . . .
(ECF No. 9-1, at 41; ECF No. 9-2, at 41) (emphasis added).
This

language

unequivocally

delegates

to

the

arbitrator

all

claims regarding the validity of the arbitration clauses and
therefore

constitutes

provision.

a

clear

and

unmistakable

delegation

See Thornton v. First Nat’l Bank Credit Card, No.

3:12–04922012 RCC, 2012 WL 4356280, at *3 (S.D.W.Va. Sept. 24,
2012)

(clear-and-unmistakable

standard

met

where

the

parties

agreed that “any Dispute will be resolved by Arbitration” and
“Dispute” was defined as “any controversy or claim between you
and us[, . . . and] includes, by way of example and without
limitation, . . . any

issue

concerning

the

validity,

enforceability or scope of this agreement”) (emphasis added).
What is more, under Rent-A-Center, the delegation clauses
must

be

enforced

pursuant

to

the

FAA

because

Plaintiffs’

unconscionability arguments are not specifically directed to the
provisions.7

With

respect

to

7

procedural

unconscionability,

It is irrelevant that this case involves three layers (a
franchise contract containing an arbitration clause containing a
delegation provision) as opposed the two layers at issue in
14

Plaintiffs generally assert that the entire arbitration clause
is unconscionable because Mr. Sengottuvelu – an “unsophisticated
investor” who had been in the United States “for just 13 years”
when he signed the Transfer Agreement – never received copies of
the Franchise Agreements prior to this litigation and “never
knowingly agreed to arbitrate any disputes.”
5).
focus

(ECF No. 13, at

As to substantive unconscionability, however, Plaintiffs
on

a

single

provision

in

the

clauses

relief available to franchisees in arbitration.

that

limits

the

(Id. at 7).

In

Rent-A-Center, the Court noted that because Nevada law requires
a showing of both procedural and substantive unconscionability,
“we need not consider th[e] [procedural unconscionability] claim
because none of [the plaintiff’s] substantive unconscionability
challenges was specific to the delegation provision.”
Center, 130 S.Ct. at 2780.

Rent-A-

Likewise here, because California

law requires both procedural and substantive unconscionability

Rent-A-Center (an arbitration contract containing a delegation
clause) because that case “did not turn on the fact that the
agreement was a ‘stand-alone’ arbitration agreement.” Madgrigal
v. AT&T Wireless Servs., Inc., No. 1:09–cv–0033–OWW–MJS, 2010 WL
5343299, at *3 (E.D.Cal. Dec. 20, 2010); see also In re Toyota
Motor Corp., 838 F.Supp.2d at 982 (after Rent-A-Center, “[t]he
presence of a delegation provision . . . narrows the [c]ourt’s
role” to examining only “whether there is a valid delegation
provision”; if there is, the delegation clause must be enforced,
“reserving for the arbitrator issues that implicate the
agreement to arbitrate as a whole, as well as larger issues such
as the validity of the contract as a whole or determination of
the scope of arbitrable claims”) (emphasis added).
15

before a contract provision can be deemed unenforceable, see
Armendariz v. Found. Health Psychcare Servs., Inc., 24 Cal.4th
83, 114 (2000), Plaintiffs’ procedural arguments need not be
reached

because

the

only

provision

challenged

on

substantive

grounds is the limitation-of-damages clause.8
In sum, because Plaintiffs do not raise any substantive
challenges to the clear and unmistakable delegation provisions
contained

in

the

Franchise

Agreements,

the

provisions

must

enforced under the FAA and Rent-A-Center, leaving Plaintiffs’
unconscionability arguments to be addressed by the arbitrator.9
Until the arbitrator decides this gateway issue, it will not be

8

As noted above, the Franchise Agreements both contain a
California choice-of-law provision. (ECF No. 9-1, at 46-47; ECF
No. 9-2, at 46-47).
Subject to two exceptions not implicated
here, Maryland courts will respect contractual choice-of-law
provisions. Jackson v. Pasadena Receivables, Inc., 398 Md. 611,
618 (2007).
In their opposition, Plaintiffs cite to both
California and Maryland case law, but offer no argument as to
why California law would not apply here. In any event, Maryland
also follows the “prevailing view” that both procedural and
substantive unconscionability must be shown to render a contract
provision unenforceable. Freedman v. Comcast Corp., 190 Md.App.
179, 207-08 (2010).
9

None of the parties address the provision in the Franchise
Agreements stating that “[i]n the event of any controversy or
claim, the parties shall first attempt to resolve the matter
through good faith, informal negotiations, including, upon
mutual agreement, non-binding mediation.” (ECF No. 9-1, at 41;
ECF No. 9-2, at 41).
Even if they had been raised, any
arguments about the effect of this provision – including whether
it is a condition precedent to enforcing the arbitration clauses
– would properly be decided by the arbitrator in accordance with
the delegation provisions.
16

clear that “all of the issues presented in [this] lawsuit are
arbitrable.”

BSR Tropicana Resort, Inc., 252 F.3d at 709–10.

Thus, this action will be stayed rather than dismissed.

See

Sher v. Goldman Sachs, No. CCB-11-2796, 2012 WL 1377066, at *6
(D.Md. Apr. 19, 2012) (dismissal not warranted where “the court
has

found

that

the

arbitrator

should

decide

whether

[the

plaintiff’s] claims are arbitrable”).
IV.

Conclusion
For the foregoing reasons, the motion to stay and to compel

arbitration filed by Defendant Mail Boxes Etc. Inc. will be
granted.

A separate order will follow.

/s/
DEBORAH K. CHASANOW
United States District Judge

17