Friedlander v. Edwards Lifesciences Corporation et al
ORDER supplementing 63 September 19, 2017 Order on Motion for Judgment on the Pleadings and denying 16 Defendants' Motion for Judgment on the Pleadings (Written Opinion). Signed by Judge Susan Richard Nelson on 10/5/2017. (LMT)
UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Case No. 0:16-cv-01747 (SRN/KMM)
Edwards Lifesciences LLC,
Edwards Lifesciences Corporation,
and Matthew Borenzweig,
Barbara Jean Felt, Clayton D. Halunen, Kaarin S. Nelson, and Stephen M. Premo,
Halunen Law, 1650 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402,
David P. Pearson and Reid Golden, Winthrop & Weinstine, PA, 225 South Sixth Street,
Suite 3500, Minneapolis, Minnesota 55402, for Defendants.
SUSAN RICHARD NELSON, United States District Judge
This matter is before the Court on Defendants’ Motion for Judgment on the
Pleadings [Doc. No. 16].
This Memorandum Opinion and Order supplements this
Court’s prior Order dated September 19, 2017 [Doc. No. 63]. For the additional reasons
stated below, Defendants’ Motion is denied.
Plaintiff James Friedlander filed a complaint in Hennepin County District Court
alleging that Defendants Edwards Lifesciences LLC, Edwards Lifesciences Corporation,
and Matthew Borenzweig (collectively “Defendants”) fired him in violation of the
Minnesota Whistleblower Act, and also that Defendant Matthew Borenzweig tortiously
interfered with his contract with Edwards Lifesciences Corporation and Edward
Lifesciences LLC (collectively “Edwards”). (Notice of Removal, Ex. A [Doc. No. 1-1],
(“Compl.”), at 6-13.)1 Defendants removed the case to this Court based on diversity
jurisdiction, and now move for judgment on the pleadings.
“In considering a motion for judgment on the pleadings, the Court must ‘accept as
true all facts pleaded by the non-moving party and grant all reasonable inferences from the
pleadings in favor of the non-moving party.’” Dryer v. Nat’l Football League, 689 F. Supp.
2d 1113, 1115 (D. Minn. 2010) (quoting Faibisch v. Univ. of Minn., 304 F.3d 797, 803 (8th
Cir. 2002)). The following statement of facts is based on the allegations in Plaintiff’s
Plaintiff was employed by Edwards from August 2011 to July 2015, as Director of
Corporate Accounts in Edwards’ Heart Valve Therapy division.
(Compl. at 7, 10.)
Matthew Borenzweig was Vice President of Sales during that period, and he supervised
Plaintiff. (Id. at 7.) In August 2014, Edwards entered into a contract with Novation, a
All references to page numbers in this Opinion are those assigned by the CM/ECF
group purchasing organization for health care facilities. (Id.) The contract included rebates,
or “price concessions,” for health care facilities that met certain growth metrics. (Id.)
Several health care facilities in the Novation group showed growth metrics that would
entitle them to rebates. (Id. at 8.)
In a January 2015 meeting of Edwards’ sales executives, “Mr. Borenzweig stated he
did not want to give price concessions to facilities unless the facilities asked for it.” (Id.)
Borenzweig’s plan was backed by a “growing consensus,” but Plaintiff opposed it, stating
that the contract with Novation required Edwards to award rebates to all facilities that
qualified, regardless of whether they asked for them. (Id.) Borenzweig was “infuriated” by
Plaintiff’s opposition. (Id.) In March 2015, the Edwards sales executives again discussed
the Novation rebates. (Id.) At this meeting, Plaintiff “made clear he was not on board with
Edwards’ plan to willfully breach the Novation contract in bad faith.” (Id.) Borenzweig
asked the President of National Accounts, Mark Schreiber, to weigh in. (Id.) Schreiber
stated that Edwards would not issue rebates for the Novation contract to facilities who did
not know that they were entitled to a rebate. (Id.)
Sometime in April 2015, Borenzweig asked Area Director John Tanner to fire
Plaintiff. (Id. at 9.) Tanner refused because he saw “no legitimate grounds” to do so. (Id.)
Tanner also openly opposed the plan to withhold rebates from some Novation facilities, and
Borenzweig fired Tanner “a short time later.” (Id.)
Before Tanner was fired, Plaintiff joined him for a lunch with colleagues during a
business trip in April 2015. (Id.) Tanner told Plaintiff to pay for the meal because Tanner
had forgotten his wallet. (Id.) Plaintiff complied, though the cost of the meal exceeded his
allowable expenses for the business trip. (Id. at 9-10.) When human resources questioned
Plaintiff about the expense, Plaintiff explained the situation and offered to withdraw the
reimbursement request. (Id.)
Edwards fired Plaintiff on July 17, 2015. (Id. at 10.) As a reason for the termination,
Edwards stated that Plaintiff failed to comply with Edwards’ policies relating to expenses
and expense reporting, and that this was “serious misconduct” reflecting “a lack of honesty
and integrity and demonstrated poor judgment.” (Id.)
Plaintiff’s Complaint alleges that Defendants violated the Minnesota Whistleblower
Act by firing Plaintiff for making a good-faith report of a violation of the law. (Id. at 10-11
(citing Minn. Stat. § 181.932, subdiv. 1).)
Plaintiff also makes a claim of tortious
interference with contractual relations against Borenzweig, alleging that he “procured
Plaintiff’s discharge” and that his conduct was motivated by malice and bad faith. (Id. at
Defendants argue that they are entitled to judgment on the pleadings because
Plaintiff failed to adequately plead: (1) that he was employed by Edwards; (2) that he made
a good-faith report under the whistleblower statute; and (3) that his report was the cause of
his termination. (Defs.’ Mem. in Supp. of Mot. for J. on the Pleadings [Doc. No. 18]
(“Defs.’ Mem.”), at 13-22.) Defendants further argue that Plaintiff’s tortious interference
claim should be dismissed because Plaintiff fails to plausibly allege that Borenzweig acted
with actual malice. (Id. at 22-26.)
A. Standard of Review
A motion for judgment on the pleadings under Federal Rule of Civil Procedure 12(c)
is governed by the same standards that govern a motion to dismiss for failure to state a claim
under Rule 12(b)(6). Haney v. Portfolio Recovery Assocs., LLC, 837 F.3d 918, 924 (8th
Cir. 2016) (per curiam).
Rule 8(a)(2) of the Federal Rules of Civil Procedure states that a complaint “must
contain . . . a short and plain statement of the claim showing that the pleader is entitled to
relief.” Although the complaint need not contain “detailed factual allegations,” it must
plead facts sufficient “to raise a right to relief above the speculative level.” Bell Atl. Corp.
v. Twombly, 550 U.S. 544, 555 (2007). Thus, to survive a motion to dismiss, the plaintiff’s
“obligation to provide the grounds of his entitlement to relief requires more than labels and
conclusions.” Benton v. Merrill Lynch & Co., Inc., 524 F.3d 866, 870 (8th Cir. 2008)
(quotations and citation omitted). Rather, the complaint “must contain sufficient factual
matter, accepted as true, to state a claim to relief that is plausible on its face.” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (quotation and citation omitted). This plausibility standard
is met “when the plaintiff pleads factual content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct alleged.” Id. The Court assesses
plausibility by drawing “on its judicial experience and common sense.” Id. at 679.
B. Timeliness of Motion
Plaintiff argues that Defendants’ Motion is untimely, because the motion hearing
took place less than one year before the trial was scheduled to begin. (See Mem. of Law in
Opp. to Defs.’ Mot. for J. on the Pleadings [Doc. No. 32] (“Pl.’s Mem.”), at 7-8.) Federal
Rule of Civil Procedure 12(c) permits a defendant to move for judgment on the pleadings
after the pleadings have closed, “but early enough not to delay trial.” Defendants moved for
judgment on the pleadings on September 12, 2016, roughly four months after removing the
case to federal court. (See Notice of Removal [Doc. No. 1].)
“If a party engages in excessive delay before moving under Rule 12(c), the district
court may refuse to hear the motion on the ground that its consideration will delay or
interfere with the commencement of the trial.” 5C Charles Alan Wright et al., Federal
Practice and Procedure § 1367 (3d ed. 2017). “The determination whether the motion is a
legitimate one or simply has been interposed to delay the trial is within the sound discretion
of the judge.” Id.; see also Am. Trucking Ass’ns, Inc. v. N.Y. State Highway, 238 F. Supp.
3d 527, 539 (S.D.N.Y. 2017) (“There is no hard-and-fast time limit on a Rule 12(c) motion
under Rule 12(h)(2).”).
The Court does not view Defendants’ Motion as a stalling device, and it does not
believe that considering the motion causes undue delay. Rather, as discussed below,
Defendants’ Motion raises an issue of statutory interpretation that persuaded the Court to
certify the issue to the Minnesota Supreme Court. Delay of this sort, to address what could
be a dispositive argument, does not violate Rule 12(c). The Court holds that Defendants’
Motion is timely.
C. Minnesota Whistleblower Act Claim
Minnesota Statutes section 181.932, subdivision 1, provides that “[a]n employer
shall not discharge, discipline, threaten, otherwise discriminate against, or penalize an
employee” because the employee “in good faith, reports a violation, suspected violation, or
planned violation of any federal or state law or common law or rule adopted pursuant to law
to an employer or to any government body or law enforcement official.” Plaintiff alleges
that he made a good faith report of a planned violation of the law to his employer when he
voiced his opposition to Borenzweig’s plan to breach the contract with Novation by
withholding earned rebates. (Compl., at 11.) Plaintiff further alleges that he was fired
because of this good faith report, in violation of the Minnesota Whistleblower Act. (Id.)
1. Good Faith Report
Defendants argue that Plaintiff did not make a good-faith report of a violation of the
law because, if his allegations are true, Edwards already knew about the plan to breach the
contract with Novation. (Defs.’ Mem., at 15.) Because his report could not have exposed
an illegality, Defendants assert that Plaintiff had no whistle to blow and his conduct was not
protected by the Minnesota Whistleblower Act. (Id. at 15-18 (citing, inter alia, Obst v.
Microtron, Inc., 614 N.W.2d 196, 202 (Minn. 2000).)
Because a recent amendment to the Minnesota Whistleblower Act left the goodfaith-report element of the cause of action unclear, the Court certified a question to the
Minnesota Supreme Court. Friedlander v. Edwards Lifesciences, LLC, No. 16-cv-1747,
2016 WL 7007489, at *5 (D. Minn. Nov. 29, 2016). The Court asked the Minnesota
Supreme Court to determine whether “the 2013 amendment to the Minnesota
Whistleblower Act defining the term ‘good faith’ to mean ‘conduct that does not violate
section 181.932, subdivision 3’ eliminate[d] the judicially created requirement that the
putative whistleblower act with the purpose of ‘exposing an illegality.’” Id. The Minnesota
Supreme Court answered in the affirmative. Friedlander v. Edwards Lifesciences, LLC,
900 N.W.2d 162, 166 (Minn. 2017).
Plaintiff need not plead that his purpose was to expose an illegality in order to be
protected by the Minnesota Whistleblower Act. Id. It is enough to allege that he made a
report of a planned violation of the law and that the report was “not knowingly false or
made with reckless disregard of the truth.” Id. (citing Minn. Stat. §§ 181.931, subdiv. 4,
181.932, subdiv. 3). Plaintiff has alleged that Defendants’ plan to withhold earned rebates
was a planned breach of contract, breach of the duty of good faith and fair dealing, and
breach of its fiduciary duty, and also that it violated California’s Unfair Competition Law.
(Compl., at 11.) He further alleged that he twice voiced opposition to the plan at meetings
of Edwards’ sales executives. (Id. at 8-9.) Plaintiff has adequately pleaded that he engaged
in protected conduct under the Minnesota Whistleblower Act.
Defendants assert that Plaintiff’s allegations do not raise a plausible inference of
causation under the McDonnell Douglas burden-shifting framework that governs claims
under the Minnesota Whistleblower Act. (Defs.’ Mem., at 19.)
Minnesota courts have adopted the McDonnell Douglas burden-shifting framework
from federal employment discrimination law to evaluate retaliation claims under the
Minnesota Whistleblower Act. See McGrath v. TCF Bank Sav., FSB, 509 N.W.2d 365, 366
(Minn. 1993). Under this framework, “the employee has the initial burden to establish a
prima facie case, and the burden of production then shifts to the employer to articulate a
legitimate, non-retaliatory reason for its action, after which the employee may demonstrate
that the employer’s articulated reasons are pretextual.” Cokley v. City of Otsego, 623
N.W.2d 625, 630 (Minn. Ct. App. 2001) (citing McDonnell Douglas Corp. v. Green, 411
U.S. 792, 802 (1973)).
To establish a prima facie case of retaliatory discharge, the
employee must show “(1) statutorily-protected conduct by the employee; (2) adverse
employment action by the employer; and (3) a causal connection between the two.” Id.
(quoting Hubbard v. United Press Int’l, Inc., 330 N.W.2d 428, 444 (Minn. 1983)).
Defendants argue that Plaintiff does not plead enough facts to plausibly allege his
prima facie case of retaliatory discharge because his allegations do not give rise to the
inference that there was a causal connection between his protected conduct and his
discharge. (Defs.’ Mem., at 19-22.) But “[t]he prima facie standard is an evidentiary
standard, not a pleading standard.” Blomker v. Jewell, 831 F.3d 1051, 1056 (8th Cir. 2016)
(quoting Rodriguez-Reyes v. Molina-Rodriguez, 711 F.3d 49, 54 (1st Cir. 2013)). In
Swierkiewicz v. Sorema N. A., the Supreme Court made clear that employment
discrimination claims do not carry a heightened pleading standard. 534 U.S. 506, 510-11,
515 (2002). Thus, it is not necessary to plead facts sufficient to establish a prima facie case
at the pleading stage. Blomker, 831 F.3d at 1056 (citing Rodriguez-Reyes, 711 F.3d at 54);
see also Njaka v. Wright Cty., 560 F. Supp. 2d 746, 751 (D. Minn. 2008) (“[T]o survive a
motion to dismiss under Rule 12(b)(6), a plaintiff need not even plead a prima facie case.”).
Instead, the elements of the prima facie case are “part of the background against
which a plausibility determination should be made,” and “may be used as a prism to shed
light upon the plausibility of the claim.” Blomker, 831 F.3d at 1056 (quoting RodriguezReyes, 711 F.3d at 54).
Defendants argue that Plaintiff’s complaint relies on little more than temporal
proximity to allege that he was discharged because of protected conduct, and that too much
time passed between Plaintiff’s alleged good-faith report and his discharge for the Court to
infer that the two were causally connected. (Defs.’ Mem., at 19-20.) Further, Defendants
argue that Plaintiff’s violation of Edwards’ business expense policy is an intervening event
that “undermines any causal inference that a reasonable person might otherwise have drawn
from temporal proximity.” (Id. at 20 (quoting Freeman v. Ace Tel. Ass’n, 467 F.3d 695, 698
(8th Cir. 2006).)
But the cases that Defendants cite as support for their argument are overwhelmingly
summary judgment decisions. See, e.g., Clark Cty. Sch. Dist. v. Breeden, 532 U.S. 268, 274
(2001) (reversing appellate court’s decision; affirming district court’s grant of summary
judgment); Freeman, 467 F.3d at 698 (affirming grant of summary judgment); Smith v.
Allen Health Sys., Inc., 302 F.3d 827, 833 (8th Cir. 2002) (affirming grant of summary
judgment). These decisions are of limited usefulness because they apply the McDonnell
Douglas framework as an evidentiary standard, at the close of discovery, and not as a
background against which to determine whether a pleading raises a plausible claim. See
Blomker, 831 F.3d at 1056.
Defendants point to two cases in which a claim was dismissed for failing to allege a
causal connection in the pleadings. (See Defs.’ Reply Mem. of Law in Supp. of Mot. for J.
on the Pleadings [Doc. No. 37] (“Defs.’ Reply”), at 18, 21-22.) In Sahu v. Minneapolis
Community & Technical College, the plaintiff alleged that he was given a failing grade in a
screenwriting class because of his race, color, or national origin. No. 14-cv-5107, 2016 WL
310727, at *1 (D. Minn. Jan. 26, 2016). The plaintiff’s complaint relied upon an email from
the teacher of the course stating that his scores on class assignments did not add up to the
requisite 60 points for a passing grade, when in fact plaintiff’s scores added up to 61.5
points. Id. But the court found that the plaintiff alleged no facts in the complaint that
suggested the failing grade was motivated by his race, color, or national origin. Id. at *2
(“To survive a motion to dismiss, Sahu must plausibly allege not just that he was treated
unfairly, but that he was treated unfairly because of his race (or color, or national origin, or
religion, or age).”).
The other case Defendants point to is Clemons v. MRCI WorkSource, No. A13-1994,
2014 WL 2178938 (Minn. Ct. App. May 27, 2014). In Clemons, the plaintiff worked as a
driver for MRCI WorkSource, which provided employment and day services to
disadvantaged and disabled individuals.
Id. at *1.
The plaintiff alleged that MRCI
WorkSource violated the Minnesota Whistleblower Act by firing him for reporting various
violations of state and federal law to MRCI representatives. Id. at *6. The court held that
the plaintiff did not plausibly allege causation because he did not allege “a temporal
connection” or “any other facts demonstrating that [MRCI WorkSource] discharged him
because of these reports.” Id. at *8. Further, the court noted that the plaintiff was fired
immediately after leaving a client unattended on his bus, which was an intervening cause
supporting his discharge. Id.
This case is distinguishable from Sahu and Clemons because Plaintiff alleges specific
facts supporting the claim that he was discharged because of his protected activity. Unlike
the plaintiff in Clemons, he does not rely on the mere fact that the protected activity
happened and then the discharge happened.
See id., at *8.
Plaintiff alleges that,
approximately one month after his second report, “Borenzweig asked Tanner to fire
[Plaintiff], but Tanner refused as there were no legitimate grounds to terminate [Plaintiff].”
(Compl., at 9.) That one of the Defendants wanted to fire Plaintiff with “no legitimate
grounds” a month after he reported a planned violation of the law—and before Plaintiff’s
expense policy violation, the event that Defendants assert actually caused Plaintiff’s
discharge—supports the inference that his ultimate firing was linked to that report.
Plaintiff also alleges that Edwards’ stated reason for his discharge—Plaintiff’s
violation of the Edwards’ business expense policy—is “unworthy of credence” because
Plaintiff had been “told” by a superior to make the payment that violated the expense policy.
(Id. at 9-10; see Pl.’s Mem., at 25-26.) Disproportionate punishment for a comparatively
minor violation of company policy can support an inference of causation. See Raddatz v.
Standard Register Co., 31 F. Supp. 2d 1155, 1160 (D. Minn. 1999) (holding that the
plaintiff’s termination for a “minor” violation of company policy “could be viewed as
suspect given his explanation to the company for why the violation occurred”).
Finally, Plaintiff alleges that another employee, Tanner, was fired shortly after
openly opposing the planned violation. (Compl., at 9.) The Complaint does not provide
enough information for the Court to determine whether Tanner and Plaintiff were “similarly
situated in all relevant respects.” Burciaga v. Ravago Ams. LLC, 791 F.3d 930, 935 (8th
Cir. 2015) (quoting Ridout v. JBS USA, LLC, 716 F.3d 1079, 1085 (8th Cir. 2013)). But the
allegation that Tanner was fired for similar conduct, weak as it is, still supports the
plausibility of Plaintiff’s claim. Considering all of these allegations, the Court holds that
Plaintiff has plausibly pleaded that his good-faith report and his discharge were causally
3. Employment Relationship
Defendants claim that Plaintiff has not adequately plead that Edwards Lifesciences
Corporation was his employer during the relevant period.2 (Defs.’ Mem., at 13.) Because
the Minnesota Whistleblower Act prohibits only certain conduct by employers, Defendant
argues that Plaintiff cannot state a claim against Edwards Lifesciences Corporation. (Id.)
“Common sense and judicial experience counsel that pleading [an employment
relationship] does not require great detail or recitation of all potentially relevant facts in
order to put the defendant on notice of a plausible claim.” Hamilton v. Palm, 621 F.3d 816,
819 (8th Cir. 2010). In Hamilton, the Eighth Circuit held that the plaintiff adequately
pleaded an employment relationship by alleging that he was “employed” by the defendant,
that the defendant provided equipment for him, “hired” him, and that he “perform[ed]”
work for the defendant. Id.
Here, Plaintiff alleged that “Edwards hired” him, and that Plaintiff “provided
executive support to Edwards’ sales representatives by facilitating the negotiation and
procurement of contracts.” (Compl., at 7.) Plaintiff also alleged that he “worked remotely
for Edwards,” and described Defendant Borenzweig as “a third party to an employment
relationship between Plaintiff and Edwards Lifesciences, LLC, Edwards Lifesciences
Corporation, or both.” (Id. at 7, 11.) These allegations are sufficient to place Defendants on
notice that Plaintiff alleges an employment relationship with Edwards Lifesciences
Defendants do not dispute that Edwards Lifesciences LLC did employ Plaintiff
from August 2011 to July 2015. (Defs.’ Reply, at 5 n.3.)
Corporation as well as Edwards Lifesciences LLC. Plaintiff’s Complaint plausibly pleads
that he was employed by Edwards Lifesciences Corporation.
D. Tortious Interference Claim
Plaintiff alleges that Borenzweig tortiously interfered with his contract of
employment by procuring his discharge in a manner that was “unjustified” and “motivated
by malice and bad faith.” (Compl., at 11.) Defendants argue that Plaintiff did not plausibly
plead his tortious interference claim because he did not allege facts showing that Borenweig
acted outside the scope of his employment. (Defs.’ Mem., at 22-26.)
As the Minnesota Supreme Court held in Nordling v. Northern States Power Co., a
company’s officer or agent is generally privileged to interfere with its contracts as long as
his actions are within the scope of his employment. 478 N.W.2d 498, 505-07 (Minn. 1991).
Thus, “a company officer, agent or employee is privileged to interfere with or cause a
breach of another employee’s employment contract with the company, if that person acts in
good faith, whether competently or not, believing that his actions are in furtherance of the
company’s business.” Id. at 507. “This privilege may be lost, however, if the defendant’s
actions are predominantly motivated by malice and bad faith, that is, by personal ill-will,
spite, hostility, or a deliberate intent to harm the plaintiff employee.”
“personality conflict” between employees does not rise to the level of actual malice in a
tortious interference claim. See Peikarski v. Home Owners Sav. Bank, F.S.B., 956 F.2d
1484, 1496 (8th Cir. 1992).
Defendants argue that Plaintiff’s Complaint contains only a rote recitation of the
language in Nordling, and that he does not allege specific facts to support that conclusory
(Defs.’ Mem., at 25 (quoting Compl., at 11 (“Borenzweig’s conduct was
motivated by malice and bad faith, personal ill will, spite, hostility, or a deliberate intent to
harm Plaintiff.”)).) Defendants also point to Plaintiff’s allegation that his “refusal to toe the
company line infuriated Mr. Borenzweig.” (Compl., at 8.) If Borenzweig got Plaintiff fired
for his “refusal to toe the company line,” Defendants argue, then Borenzweig was clearly
acting within the scope of his employment by encouraging company loyalty. (Defs.’ Mem.,
Plaintiff has alleged facts showing more than a mere personality conflict between
him and Borenzweig. Plaintiff alleges that Borenzweig was “infuriated” by Plaintiff’s
conduct, and that he “hated when employees ‘went rogue’ and exercised independent
judgment.” (Compl., at 8.) Plaintiff also alleges that Borenzweig sought his termination
with “no legitimate grounds,” despite the fact that Plaintiff “was a high performer and
regularly met or exceeded Edwards’ expectations of him.” (Id. at 7, 9.) These allegations
support the inference that Borenzweig acted out of hostility and ill-will toward Plaintiff
when he facilitated his termination, and was not seeking in good faith to further Edwards’
business. Plaintiff has plausibly pleaded that Borenzweig acted with actual malice.
Defendants’ Motion for Judgment on the Pleadings thus fails. Again, because this
ruling is merely supplemental, it does not alter any of the ruling set forth in the September
19, 2017 Order. Thus, the stay of discovery remains lifted, and the parties are directed to
proceed with scheduling, discovery, and settlement discussions before Magistrate Judge
Based on the foregoing, and all the files, records and proceedings herein, IT IS
HEREBY ORDERED that Defendants’ Motion for Judgment on the Pleadings [Doc. No.
16] is DENIED.
Dated: October 5, 2017
s/Susan Richard Nelson
SUSAN RICHARD NELSON
United States District Judge
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