Stryker Corporation et al v. Ridgeway et al
OPINION ; signed by Judge Robert Holmes Bell ; this document appears in the following associated cases: 1:13-cv-01066-RHB, 1:14-cv-00889-RHB (Judge Robert Holmes Bell, kcb)
UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF MICHIGAN
STRYKER CORPORATION, et al.,
Case No. 1:13-CV-1066
HON. ROBERT HOLMES BELL
CHRISTOPHER RIDGEWAY, et al.,
STONE SURGICAL, LLC,
Case No. 1:14-CV-889
STRYKER CORPORATION, et al.,
This matter is before the Court on Plaintiffs/Counter-Defendants Stryker Corporation
and Howmedica Osteonics Corporation’s motion for summary judgment on Defendant
Christopher Ridgeway’s counterclaims. (ECF No. 349).1 Ridgeway opposes the motion and
This motion is also found at ECF No. 302 in consolidated Case No. 1:14-CV-889.
Stryker 2 has filed a reply. (ECF Nos. 393, 417.) For the reasons that follow, the motion will
Following the Court’s ruling on Plaintiffs’ motion to dismiss (ECF Nos. 330, 331),3
the claims remaining in Ridgeway’s ten-count counterclaim are a claim under the Louisiana
Unfair Trade Practices Act (“LUTPA”) (Count I), a fraud claim under Louisiana law (Count
II), a slander and defamation claim under Michigan law (Count V), a promissory
estoppel/detrimental reliance claim (Count VII), and a civil conspiracy claim under Michigan
law (Count X) (Answer to Am. Compl. and Counterclaim, ECF No. 76).4
Stryker now seeks summary judgment on all of these remaining claims based on its
contention that there is no material issue of fact as to the following matters:
Ridgeway received and executed the “Howmedica Leibinger Inc. d/b/a
Stryker Leibinger Employee Non-Competition Agreement,” the only
non-compete that Stryker CMF used between 2000 and 2005;
For purposes of this motion the Court will refer to Plaintiffs Stryker Corporation and
Homedica Osteonics Corp. collectively as “Stryker” except where necessary to address
Ridgeway’s arguments regarding the status of each individual plaintiff.
The Court dismissed Ridgeway’s claims for tortious interference (Counts III & IV),
abuse of process (Count VIII) and attorney’s fees (Count IX) and dismissed without
prejudice the fraud count sounding in Michigan law (Count VI). (ECF No. 331.)
The Court determined that Ridgeway failed to state a claim for fraud under Michigan
law (Count VI) and permitted Ridgeway an opportunity to amend his complaint to state a
claim. (ECF No. 330.) Ridgeway has chosen not to pursue a fraud claim under Michigan
law. (Ridgeway Resp. 19, ECF No. 393.)
Stryker did not defame Ridgeway or speak negatively about him
and Ridgeway has not presented any evidence that it did, let alone
identify with any level of specificity to whom the purported defamatory
statements were made, when they were made, where they were made,
or the content of such statements; and
Stryker did not “promise” Ridgeway that he did not have a
non-compete or did not intend to induce action on his part.
Ridgeway opposes the motion. Upon review of Ridgeway’s response, the Court finds
that, contrary to Stryker’s assertions, there are issues of fact as to each of these issues.
Because Stryker’s motion is premised on these alleged facts, and because there are material
facts in issue, Stryker’s motion will be denied.
Under Rule 56(a) of the Federal Rules of Civil Procedure, summary judgment is
proper if there is no genuine issue as to any material fact and the moving party is entitled to
judgment as a matter of law. In evaluating a motion for summary judgment the Court must
look beyond the pleadings and assess the proof to determine whether there is a genuine need
for trial. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). If
the moving party carries its burden of showing there is an absence of evidence to support a
claim, then the nonmoving party must demonstrate by affidavits, depositions, answers to
interrogatories, and admissions on file that there is a genuine issue of material fact for trial.
Celotex Corp. v. Catrett, 477 U.S. 317, 324-25 (1986). The mere existence of a scintilla of
evidence in support of the nonmoving party’s position is not sufficient to create a genuine
issue of material fact. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986). The
proper inquiry is “whether the evidence presents a sufficient disagreement to require
submission to a jury or whether it is so one-sided that one party must prevail as a matter of
law.” Id. at 251-52. In reviewing the record, the Court must not weigh the evidence, make
credibility determinations or resolve material factual disputes. Alman v. Reed, 703 F.3d 887,
895 (6th Cir. 2013).
A. Non-Compete Agreement
Stryker does not have a full copy of the non-compete agreement it alleges Ridgeway
signed. Stryker’s documentary evidence of the agreement consists of a fax from Ridgeway,
Ridgeway’s signature on a page bearing document control number 573287.03, and a form
non-compete agreement bearing document control number 573287.03. Stryker has also
presented testimonial evidence from many Stryker officers and employees that the form
agreement was the only non-compete form used by the Stryker CMF division from 2000 to
2005, that all sales representatives were required to sign the form non-compete agreement,
and that they did not agree to any revisions of the form non-compete agreement. (See, e.g.,
Teutsch Decl. ¶¶ 7-12, ECF No. 159-9; Puca Decl. ¶¶ 9-12, ECF No. 159-10; Krupinski 2d
Suppl. Decl. 5-6, ECF No. 159-13.) Stryker has also presented evidence that between 2000
and 2005, approximately 130 newly hired CMF sales representatives signed the same noncompete agreement with the same document control number and terms. (Cameron Dep. 293-
94; Krupinski 2d Suppl. Decl. ¶¶ 7, 14.) Stryker also notes that because Ridgeway has no
memory or recollection of Exhibit A attached to Plaintiffs’ amended complaint, or what, if
anything, he signed or returned to Plaintiffs at the time he was hired (Ridgeway Answers to
Pls.’ Suppl. Interrogs. at 3, ECF 351-30), he is not in a position to rebut Stryker’s evidence
regarding the non-compete agreement.
Although Ridgeway himself cannot deny the authenticity of what Plaintiffs contend
is his agreement, he has pointed to circumstantial evidence that is sufficient to create issues
of fact for trial regarding the existence and terms of his non-compete. He has pointed to
evidence in the record that in its original complaint, Stryker falsely represented that it had
attached a “true and correct copy” of Ridgeway’s non-compete agreement even though
Stryker did not have a copy of his non-compete agreement, and had attached a redacted copy
of another individual’s non-compete agreement. (Compl. ¶ 57; Suppl. Answers to Interrogs.,
ECF No. 386-1, PageID.9115-9116.) He has also pointed to evidence from the only two
people who worked in the HR department in 2001, that contradict in some respect the
statements Stryker relies on which come from newer HR employees, or employees who did
not work in the HR department. Jonathan Bagrosky, the manager of Human Resources in
2001, testified that it was his practice to sign any contracts prepared for his signature, and yet
he did not sign the document Stryker has presented. (Bagrosky Decl. ¶¶ 8, 17, ECF No. 901.) Susie Farrell testified that it was her practice to keep copies of all documents sent to
prospective employees and to request that all pages be returned. (Farrell Decl. ¶ 9, ECF No.
90-2; Farrell Dep. 25-28, ECF No. 159-4.) Both Bagrosky and Farrell stated that not all
employees had non-compete agreements, and the terms of the non-compete agreements were
not all uniform. (Bagrosky Decl. ¶¶ 18-19; Bagrosky Dep. 131, ECF No. 386-5; Farrell Decl.
¶ 6.) Robert McKay, director of sales from 2006 to 2010, testified that not all salesmen had
non-compete agreements. (McKay Decl. ¶ 4; ECF No. 18-1). Ridgeway has presented
evidence of other non-compete agreements with the same document number that had
different typed terms or had written changes to the terms. (See Giebelhaus 1998 NonCompete, ECF No. 103-4; Washington July 2000 Non-Compete, ECF No. 121-2; Chonkich
July 2000 Non-Compete, ECF No. 121-5.)
Ridgeway has also presented evidence that multiple people at Stryker advised him that
he did not have a non-compete agreement in his personnel file. (Ridgeway Decl. ¶ 3, ECF
No. 37-2.) Sarah Krupinski in the HR department has admitted that she told Ridgeway in
2012 that she did not see a non-compete agreement in his file. (Krupinski Dep. 30-32, ECF
No. 351-5.) Krupinski followed this up with an email stating: “You are correct – we do not
have a non-compete on file for you.” (ECF No. 352-1.)5 Ridgeway’s boss, Robert McKay,
recalls discussing in sales leadership and management meetings the fact that they did not
Although Stryker contends that the conversation concerned only the lack of a new
non-compete to support the stock option rather than the original non-compete, Krupinski’s
testimony on this matter is ambiguous at best. Krupinski testified that she did not recognize
Ridgeway’s existing non-compete agreement even though the existence or non-existence of
a non-compete from 2001 when Ridgeway was hired was not relevant to whether he signed
the latest non-compete to support a stock option in 2012. (Krupinski Dep. 30, 120; Krupinski
Suppl. Decl. ¶ 16, ECF No. 159-11.)
have a non-compete agreement for Ridgeway. (McKay Decl. ¶ 3.) He also recalls a few
occasions when he acknowledged and concurred with Ridgeway’s assertion that he did not
have a non-compete agreement. (Id.) Jason Barnett recalls Ridgeway telling him during
multiple conversations that he did not have a non-compete and Barnett “probably agreed with
him.” (Barnett Dep. 14, Case No. 14-889, ECF No. 60-1.) Jason Mayfield, Ridgeway’s
manager, testified that in 2005, Shane Partington, the HR director, told him Ridgeway did
not have a non-compete. (Mayfield Dep. 84, ECF No. 386-7.)
Stryker’s assertion that there is no dispute of fact regarding the non-compete
agreement ignores significant evidence already in the record that clearly raises issues of fact
for trial. Stryker has explanations for much of the evidence Ridgeway relies on: that
Krupinski had only been on the job a short time when she said there was no non-compete,
that the non-conforming agreements were outside of the 2001-2005 time frame or were for
salesmen in different divisions, or that the salesmen without non-competes were hired outside
the 2001-2005 time frame.
Nevertheless, a jury is not required to accept Stryker’s
explanations. A reasonable factfinder would not be required to find that Ridgeway signed
the document Plaintiffs contend he signed. Ridgeway’s evidence is sufficient to raise issues
of fact for trial on the existence and terms of the alleged non-compete agreement.
Under LUTPA, “unfair methods of competition and unfair or deceptive acts or
practices in the conduct of any trade or commerce” are unlawful. La. Rev. Stat. § 51:1405.
“Conduct is considered unlawful when it involves fraud, misrepresentation, deception,
breach of fiduciary duty or other unethical conduct.” Nursing Enters., Inc. v. Marr, 719 So.
2d 524, 528 (La. Ct. App. 1998). “A defendant’s motivation is a critical factor; the actions
must have been taken with the specific purpose of harming the competition.” Id.
The elements of a claim of fraudulent misrepresentation under Louisiana law are:
“(1) a misrepresentation of a material fact, (2) made with the intent to deceive, and (3)
causing justifiable reliance with resultant injury.” Abell v. Potomac Ins. Co., 858 F.2d 1104,
1145 n.33 (5th Cir. 1988), vacated on other grounds sub nom. Fryar v. Abell, 492 U.S. 914
Ridgeway’s LUTPA and Louisiana fraud claims (Counts I & II) are based on his
contention that Stryker committed an affirmative act of deception when it redacted the name
of one individual from a contract, then attached the contract to a copy of a faxed signature
page of Ridgeway, and claimed that it was a true and correct copy of a genuine contract with
Ridgeway. Ridgeway further contends this was done to deceive Biomet into believing that
the alleged contract filed with the original complaint was genuine and to induce Biomet to
cease doing business with Ridgeway. (Countercl. ¶¶ 55-60, ECF No. 76.)
Stryker has moved for summary judgment on Ridgeway’s LUTPA and fraud claims
based on its contention that there is no evidence of a deceptive act, and no evidence of an
intent to deceive.
Viewing the evidence and drawing all reasonable inferences in the light most
favorable to Ridgeway, the Court is satisfied that Ridgeway has presented sufficient evidence
to create issues of fact regarding the existence and terms of the alleged non-compete
agreement, whether Stryker’s claim that Ridgeway had a non-compete agreement was false,
the manner in which the non-compete agreement was re-created, and Stryker’s motivation
for asserting rights under a non-compete agreement with Ridgeway. Summary judgment is
generally not well suited for cases in which motive and intent are at issue and in which one
party is in control of the proof. Perry v. McGinnis, 209 F.3d 597, 600 (6th Cir. 2000). This
is such a case. Accordingly, Stryker’s motion for summary judgment on Ridgeway’s LUTPA
and Louisiana fraud claims will be denied.
Ridgeway asserts in Count V of his counterclaim that Stryker defamed him to former
customers and other third parties following his termination. (CounterCl. ¶ 73.) Stryker
contends that it did not defame Ridgeway, and that Ridgeway has no competent evidence that
Whether the Court applies Michigan or Louisiana law, the elements of defamation are
(1) a false and defamatory statement concerning the plaintiff, (2) an
unprivileged communication to a third party, (3) fault amounting at least to
negligence on the part of the publisher, and (4) either actionability of the
statement irrespective of special harm (defamation per se) or the existence of
special harm caused by publication.
Mitan v. Campbell , 706 N.W.2d 420, 421 (Mich. 2005); see also Costello v. Hardy, 864
So.2d 129, 139 (La. 2004) (listing same four elements). Because there is no conflict in the
laws of the two states, the Court will apply the law of Michigan, the forum state. See New
Hampshire Ins. Co. v. Carleton, 502 F. App’x 478, 481 (6th Cir. 2012) (holding that where
there is no meaningful difference between the laws of the two states, the court does not
undertake a choice-of-law analysis); Williams v. Toys “R” Us, 138 F. App’x 798, 803 (6th
Cir. 2005) (applying law of the forum state where there was no conflict of laws).
“A communication is defamatory if it tends so to harm the reputation of another as to
lower him in the estimation of the community or to deter third persons from associating or
dealing with him.” Sawabini v. Desenberg, 372 N.W.2d 559, 563 (Mich. Ct. App. 1985).
The falsity requirement is met only if the statement in question makes an assertion of fact,
that is, an assertion that is capable of being proved objectively incorrect. Milkovich v. Lorain
Journal Co., 497 U.S. 1, 20 (1990); Clark v. Viacom Int’l Inc., 617 F. App’x 495, 508 (6th
In response to Stryker’s motion, Ridgeway has identified the evidence he is relying
on in support of his claim that Stryker set out on a “scorched earth” campaign to destroy his
reputation in the medical community. Stryker contends Ridgeway’s evidence is not
competent to support his defamation claim as a matter of law, either because it merely
expresses an opinion, it was a privileged communication among employees of the
corporation, it was a republication of a news article, or it was supported by nothing more than
Ridgeway’s own hearsay statements.
Stryker is correct with respect to some of Ridgeway’s evidence. For example,
Cameron’s September 8, 2013, email to other Stryker employees merely contains an agenda
for a telephone call meeting. (ECF No. 393-2.) The email is not defamatory because it does
not contain any facts that are provable as false, and it is likely a privileged communication
within the Stryker organization. See Cole v. Knoll, Inc., 984 F. Supp. 1117,1134 (W.D. Mich.
1997) (“[A]n employer has the qualified privilege to defame an employee by making
statements to other employees whose duties interest them in the subject matter.”).
To the extent Ridgeway’s claims are supported only by his own declaration regarding
what people at Stryker allegedly told people at various hospitals about Ridgeway (ECF No.
393-4), the evidence is inadmissible hearsay. With respect to his claim that Stryker told Our
Lady of the Lake Hospital that Ridgeway had cheated them for years through a fraudulent
overstocking scheme, Ridgeway has supported this claim with evidence that Stryker offered
cash credits to the hospital for excess inventory. Ridgeway contends that Stryker must have
defamed him, or it would not otherwise have offered cash credits to the hospital. Ridgeway’s
circumstantial evidence does not satisfy Ridgeway’s burden of producing evidence that
Stryker made a defamatory statement. See Cole v. Knoll, Inc., 984 F. Supp. 1117, 1134
(W.D. Mich. 1997) (holding that the plaintiff had not established a triable issue of fact where
his assertions of defamation were vague and he could not pinpoint any particular statement
made by any particular person); see also Forth v. Kroger, No. 09-CV-13458, 2010 WL
3937314, at *4 (E.D. Mich. Oct 5, 2010) (holding that employer could not be held
responsible for mere rumors without more specific facts linking persons with corporate
authority to the dissemination of those rumors).
To the extent Ridgeway complains that Stryker employees disseminated defamatory
media articles about him, he has not provided sufficient evidence to suggest that the
forwarding of the published article involved circumstances sufficient to bring it within the
narrow republication exception to the single publication rule. See Clark v. Viacom Int’l Inc.,
617 F. App’x 495, 504 (6th Cir. 2015); Salyer v. S. Poverty Law Ctr., Inc., 701 F. Supp. 2d
912, 914 (W.D. Ky. 2009).
Not all of Ridgeway’s evidence, however, can be so readily dismissed. For example,
Ridgeway has presented an email from Lauren Border to firstname.lastname@example.org
forwarding Cameron’s memorandum regarding Ridgeway’s “fraudulent and disruptive
activities.” (ECF No. 395-2.) The attached memorandum contains many potentially
defamatory statements about Ridgeway, including statements that he “abandoned his
fiduciary duties,” “sabotaged Stryker’s hiring process,” acted as a “Corporate Raider,” passed
internal confidential material to Biomet, and may have used Stryker funds for his own
Stryker contends that Border’s email is not competent to show defamation because
Ridgeway has not identified the recipient, Ridgeway does not dispute the truth of any
statement made within the email, and Ridgeway does not identify any intent by Border to
On summary judgment “the evidence must be viewed, and all reasonable inferences
drawn, in the light most favorable to the non-moving party.” Ohio Citizen Action v. City of
Englewood, 671 F.3d 564, 569-70 (6th Cir. 2012) (citing Matsushita, 475 U.S. at 587; Biegas
v. Quickway Carriers, Inc., 573 F.3d 365, 374 (6th Cir. 2009)). Because the email is not to
a Stryker business address, a reasonable inference can be drawn that the email is to a third
party. Moreover, Ridgeway has asserted in his declaration that Stryker’s assertions that he
had engaged in numerous acts of deception and thievery were patently untrue. (Ridgeway
Decl. ¶ 4.) Whether Stryker is at fault amounting at least to negligence for disseminating the
document is a question of fact for trial.
Ridgeway has also presented evidence that David Mercado, the Vice President and
General Manager of Stryker CMF, told Stryker managers that Ridgeway had created a
business environment to poach and destroy the Stryker business and that he had been a bad
guy, (Burt Kiper Decl. ¶¶ 5-6, ECF No. 393-7), and that Alan Youngblood told Burt Kiper,
a regional manager for Stryker CMF, that Ridgeway had an elaborate billing mechanism at
one of his hospitals that enabled him to receive payment/commission twice on the same bill.
(Id. at ¶ 7.)
Stryker contends that these statements do not satisfy Ridgeway’s burden because
Ridgeway has not denied their truth, the statements are matters of opinion, and there is no
defamation for intercorporate communications. As previously noted, Ridgeway has denied
the truth of Stryker’s statements regarding his deception and thievery. (Ridgeway Decl. ¶ 4,
ECF No. 393-4.) Moreover, not all statements of opinion are protected. Ireland v. Edwards,
584 N.W.2d 632, 637 (Mich. Ct. App. 1998). To be actionable, a statement must be
“provable as false.” Id. (quoting Milkovich v. Lorain Journal Co., 497 U.S. 1, 20 (1990)).
Although the statement that Ridgeway was a “bad guy” is a matter of opinion, Kiper’s
declaration contains more specific allegations that could constitute defamation. In addition,
whether the statements are privileged employer communications presents a question of fact.
An employer does not have an absolute privilege to defame an employee to other employees.
The privilege is qualified:
The courts recognize this privilege because employers are obviously required
to discuss and investigate allegations of wrongdoing by their employees.
Supervisory employees have an undoubted need to comment to each other on
the qualifications, morals, and work habits of employees.
Cole, 984 F. Supp. at 1134. Michigan courts presume that such discussions are done in good
faith and with proper motive, id., but the presumption can be overcome.
Ridgeway has presented evidence that Hunter Cameron told a customer that
Ridgeway’s actions were “unforgivable and went against all of our company’s core
principles.” (Cameron email, ECF No. 393-6.) Stryker contends this statement is not
actionable because it is a statement of opinion. While the “unforgivable” statement is not
actionable, the statement that Ridgeway’s actions went against Stryker’s core principles is
actionable because it is provable as false.
For the reasons stated above, the Court finds that although Ridgeway does not have
as much evidence of defamation as he claims, he has come forward with enough evidence
to defeat Stryker’s motion for summary judgment on his defamation claim.
C. Promise/induce action re Non-compete
In Count VII, Ridgeway claims detrimental reliance under Louisiana and Michigan
law. Ridgeway alleges, in support of this claim, that Stryker repeatedly told him he had
no non-compete agreement, and that he relied on this representation when he entered into the
agreement to work on behalf of Biomet.
In a previous opinion, this Court noted that although Michigan did not recognize a
claim for detrimental reliance, the Court would interpret Count VII as a claim for promissory
estoppel under Michigan law. (Op. 22-23, ECF No. 330.) Because Ridgeway did not
identify a conflict between a Louisiana detrimental reliance claim and a Michigan promissory
estoppel claim, the Court analyzed Count VII under the Michigan law of promissory
estoppel. (Id. at 23-25.) Although Ridgeway continues to assert that Louisiana law applies
to his detrimental reliance claim, he has not attempted to demonstrate a conflict between
Louisiana and Michigan law, nor has he persuaded the Court that Michigan courts would
apply Louisiana law. Nevertheless, because the analysis is not materially different under
Louisiana or Michigan law, the Court rejects Stryker’s assertion that Ridgeway has
abandoned his promissory estoppel claim under Michigan law. (See Stryker Reply 5, ECF
In the alternative, Stryker moves for summary judgment on Count VII based on its
contention that there is no evidence that Stryker promised Ridgeway that he did not have a
non-compete or that Stryker intended to induce action on Ridgeway’s part.
The elements of a claim of promissory estoppel under Michigan law are:
(1) a promise, (2) that the promisor should reasonably have expected to induce
action of a definite and substantial character on the part of the promisee, and
(3) that in fact produced reliance or forbearance of that nature in circumstances
such that the promise must be enforced if injustice is to be avoided.
Novak v. Nationwide Mut. Ins. Co., 599 N.W.2d 546, 552 (Mich. Ct. App. 1999).
Stryker’s assertion that there is “no evidence” to support Ridgeway’s claim is
disingenuous. As noted above, Sarah Krupinski in the HR department admitted telling
Ridgeway in 2012 that she did not see a non-compete agreement in his file, and followed that
up with an email confirming that he did not have a non-compete on file. (Krupinski Dep. 3032, ECF No. 351-5; ECF No. 352-1.) In addition, Ridgeway has presented evidence that
Robert McKay, Jason Barnett, and Jason Mayfield, all told him he did not have a noncompete agreement. (McKay Decl. ¶ 3; Barnett Dep. 14, Case No. 14-889, ECF No. 60-1;
Mayfield Dep. 84, ECF No. 386-7.) Ridgeway has also presented evidence that he relied on
representations by Hunter Cameron, Sarah Krupinski, Susie Farrell, Jason Mayfield, Rob
McKay, Mike Van Vleet and other Stryker superiors that he did not have a non-compete
agreement, and that he would not have pursued employment with Biomet if he thought he
had a non-compete agreement. (Ridgeway Decl. ¶ 15, ECF No. 386-13.)
Whether Stryker superiors or Human Resources personnel told Ridgeway he did not
have a non-compete agreement and whether they should reasonably have expected to induce
action on Ridgeway’s part are questions of fact for trial.
Stryker also contends that Ridgeway’s claim fails because he was a party to the non16
compete agreement, and could not rely on a purported statement that he did not have an
agreement when he knew or should have known that he did. This argument assumes that
Ridgeway had a non-compete agreement, and, as noted above, there are issues of fact that
preclude the Court from making such a finding. For all these reasons, the Court denies
Stryker’s motion for summary judgment on Ridgeway’s promissory estoppel claim.
For the reasons stated above, Stryker’s motion for summary judgment on Ridgeway’s
counterclaims (ECF No. 349) will be denied.
An order consistent with this opinion will be entered.
Dated: December 1, 2015
/s/ Robert Holmes Bell
ROBERT HOLMES BELL
UNITED STATES DISTRICT JUDGE
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