MARTUCCI et al v. PROCTER & GAMBLE, INC. et al
Filing
93
OPINION. Signed by Judge Jose L. Linares on 11/4/15. (DD, )
NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
WILLIAM C. MARTUCCI AND WHITE
CORPORATIONS I-X,
Civil Action No.: 15-4434 (JLL)
OPINION
Plaintiffs,
V.
PROCTER & GAMBLE, INC., ET AL,
Defendants.
LINARES, District Judge.
This matter comes before the Court by way of a motion to dismiss pursua
nt to Federal
Rule of Civil Procedure l2(b)(6) filed by Defendant B&G Foods
Inc. (“B&G” or “B&G
Foods”). (ECF No. 45, “Def’s. Br.”). Plaintiff opposes this Motion.
(ECF No. 86, “P1’s. Opp.
Br.”). The Court decides this matter without oral argument pursuant
to Rule 78 of the Federal
Rules of Civil Procedure. For the reasons set forth below, B&G’s Motion
is granted.
BACKGROUND
Plaintiff William C. Martucci is a pro se litigant who was granted
in forma pauperis
status. (ECF No. 2). Plaintiff’s business, United Grocers Clearing
House, Inc., which is “now
known as Retailers Marketing Group, Inc. (“RMG”)” is a coupon clearin
ghouse. (ECF No. 1
(“Compi.”)
¶
15). According to Plaintiff, “RMG performs processing services
in the field of
vendor coupon representation, issues payments and is [a] fully
approved and authorized
clearinghouse for vendors’ coupons by all manufacturers listed in [the]
Complaint.” (Ibid.).
Plaintiff claims that B&G Foods is under contract with Defendant
Inmar, Inc. (“Inmar”),
a “redemption agent for various manufacturers’ vendor coupons” to “perform coupon
processing
services on [the manufacturers’] behalf” (Id.
¶
13-14). Plaintiff states that Imnar authorized
him to be a “fully approved clearing house for vendor coupon redemption”
and that “[t]his has
been in effect for nearly forty (40) years.” (Id.
¶ 18).
B&G Foods is “a publicly-traded company.
brands.” (Def’s. Br. at 2).
.
.
which sells well known consumer [food]
Although Plaintiff has named B&G Foods as a Defendant, this
company is only referenced twice in the Complaint. Specifically, “[at
paragraph] 7, Plaintiff
alleges that B&G Foods was a client of Inmar. [At paragraph] 14, he conten
ds that B&G Foods
issues vendor coupons. That is all.” (Id. at 3).
Notwithstanding the lack of any direct allegations against B&G Foods,
Plaintiff seeks
relief as against B&G Foods, along with all other defendants, for: (1)
breach of contract, (2)
breach of the covenant of good faith and fair dealing, (3) conver
sion, (4) negligent
misrepresentation, (5) conspiracy, (6) fraud, and (7) restraint of trade.
(Compi. at 7-22). On
September 22, 2015, B&G Foods filed a motion to dismiss pursuant to
Federal Rule of Civil
Procedure 12(b)(6). (Def’s Br. at 1). Plaintiff submitted an Opposition
which was not received
by this Court until October 26, 2015, a week after Plaintiff’s Opposition
was due. (See ECF No.
86). Given Plaintiff’s pro se status, this Court will nevertheless consider Plainti
ff’s Opposition.
LEGAL STANDARD
To withstand a motion to dismiss for failure to state a claim, “a compla
int must contain
sufficient factual matter, accepted as true, to ‘state a claim to relief
that is plausible on its face.”
Ashcrofi v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp.
v. Twombly, 550 U.S. 544,
2
570 (2007)). “A claim has facial plausibility when the plaintiff pleads factual
content that allows
the court to draw the reasonable inference that the defendant is liable
for the misconduct
alleged.”
Iqbal, 556 U.S. at 678.
“The plausibility standard is not akin to a ‘probability
requirement,’ but it asks for more than a sheer possibility that a defend
ant has acted unlawfully.”
Id.
“Threadbare recitals of the elements of a cause of action, supported
by mere conclusory
statements, do not suffice.” Id.
To determine the sufficiency of a complaint under Twombly and
Iqbal in the Third
Circuit, the court must take three steps: first, the court must take note
of the elements a plaintiff
must plead to state a claim; second, the court should identify allegations
that, because they are no
more than conclusions, are not entitled to the assumption of truth; finally
, where there are wellpleaded factual allegations, a court should assume their veracity and then
determine whether they
plausibly give rise to an entitlement for relief. See Burtch v. Milber
g Factors, Inc., 662 F.3d
212, 221 (3d Cir. 2011) (citations omitted).
When reviewing the sufficiency of a complaint filed by a pro se litigan
t, the Court has “a
special obligation to construe his complaint liberally.” See Higgs v.
Atty Gen. of the United
States, 655 F.3d 333, 339 (3d Cir. 2011) (quotations omitted). That
said, even a pro se litigant’s
Complaint is subject to dismissal if a Court, after liberally constru
ing same, finds that the
plaintiff has not met the threshold pleading standards outline
d by the Federal Rules of Civil
Procedure and case law. See Neitzke v. Williams, 490 U.S. 319,
328 (1989) (“To the extent that a
complaint filed informa pauperis which fails to state a claim lacks
even an arguable basis in law,
Rule 12(b)(6)
.
.
.
counsel[sj dismissal.”).
ANALYSIS
3
A. Breach of Contract
In Count One of the Complaint, Plaintiff alleges that Defendants Procto
r & Gamble
(“P&G”), Inmar, and NCH Marketing Services, Inc. (“NCH”) signed contrac
ts with Plaintiff,
which were subsequently “not honored.” (Compl.
¶ 22-24).
To survive dismissal of a breach of
contract claim under New Jersey law, a plaintiff must allege “(I) the existen
ce of a valid contract
between the parties; (2) failure of the defendant to perform its obligations
under the contract; and
(3) a causal relationship between the breach and the plaintiffs alleged damag
es.” Sheet Metal
Workers Int’l Ass’n Local Union No. 27, AFL-CIO v. E.P. Donnelly,
Inc., 737 F.3d 879, 900 (3d
Cir, 2013) (citing Coyle v. Englander’s, 488 A.2d 1084, 1088 (N.J. Super.
Ct. App. Div. 1985)).
B&G Foods contends that Plaintiff “does not allege, because he cannot
[allege], any
contractual relationship with B&G Foods.” (Def.’s Br. at 5). Indeed,
Plaintiff has not alleged
that he has entered into a contract with B&G Foods. Instead, Plaintiff
alleges that “William C.
Martucci ‘s contract with Inmar, Inc. as a redemption agent for the compa
nies listed in number 7
of this complaint, are in full force as if each company was in a direct contrac
tual agreement with
William C. Martucci.” (Compl.
¶ 28).
Plaintiff’s conclusion is not supported by the facts or case
law. Indeed, Plaintiff has failed to show how he is in contractual privity
with B&G Foods, based
on the alleged Inmar-B&G Foods contract.
1
‘In his Opposition, Plaintiff avers that he “has represented B&G Foods,
Inc. for over 20 years in the field
of coupon redemption in marketing analysis.” (P1’s. Opp. Br. at 12).
Plaintiff further claims that he “manufactured
promotional Tee Shirts for B&G Foods in the approximate amoun
t of 55,000 tee shirts” and that he was “B&G
Food’s agent in the 1990’s for the redemption of coupons and market
ing reports and promotional giveaways.” (Id.).
In an attempt to substantiate these statements, Plaintiff attache
d pictures of B&G tee shirts to his Opposition Brief.
(P1’s. Opp., Exh. D). This Court fails to understand how the photos
oft-shirts evidence any contract between B&G
and Plaintiff. In any event, even if this Court were to accept
these allegations as true, Plaintiff has not alleged that
B&G somehow breached this alleged contract.
4
It appears that Plaintiff attempts to argue that he was a third-party beneficiary
of the alleged
contracts between B&G and Inmar. (P1’s.
Opp. Br.
at
¶J 4-11).
Indeed, Plaintiff states that he
has a “[bjridge contract” with B&G, and that they have had a “long busine
ss relationship as
proven by B&G Foods having paid the Plaintiff through Inmar.”
(Pl.’s Opp. Br.
¶J
6-8).
Specifically, Plaintiff reasons:
B&G Foods, Inc. is under contract with Inmar, Inc., to represent B&G
Foods in vendor
couponing redemption. B&G, through Inmar, paid $1,159.33 to Plaintiff
for coupons issued
by B&G. B&G Foods, Inc. owes $36.22 for unpaid invoices to Plainti
ff. Therefore, B&G,
Inmar and Plaintiff have contracts between them for coupon redemption
and reimbursement
of funds.
(Id.
¶ 5).
Plaintiff also attached an ambiguous document to his Opposition, which
he purports to
be related to B&G coupons, without providing any information as to the
significance or history
of this document. (See Compl., Exh. A).
Notwithstanding the above, Plaintiff has failed to show how he was
in fact a third party
beneficiary of any purported contract between B&G and Inmar.
Unless a third party to a
contract can show that the contract was “made for the benefit of said
third party within the
intent and contemplation of the contracting parties
.
.
.
.
[h]e has no right of action under that
contract despite the fact that he may derive an incidental benefit from
its performance.” First
Nat. State Bank of New Jersey v. Commonwealth Fed. Say. & Loan
Ass’n of Norristown, 610
F.2d 164, 170 (3d Cir. 1979) (quoting Gold Mills, Inc. v. Orbit Proces
sing Corp., 297 A.2d 203,
204 (N.J. Sup. Ct. Law Div. 1972)).
Here, Plaintiff has not plead or otherwise argued that B&G and Tnmar
intended to enter into a
contract for Plaintiff’s benefit. Nor has Plaintiff shown that he was
ever contemplated during
any alleged contract negotiations between Inmar and B&G. Moreo
ver, Plaintiff has not directed
5
this Court to any contractual language naming him as a beneficiary of
contracts between B&G
and Inmar.
Therefore, Plaintiff appears to be, at best, an “incidental benefic
iary with no
contractual standing.” Kersey v. Becton Dickinson & Co., 433 Fed.
App’x. 105, 109 (3d Cir.
2011) (unpublished); see also Broadway Maint. Corp. v. Rutgers,
State Univ., 447 A.2d 906, 909
(N.J. 1982) (“The contractual intent to recognize a right to performance
in the third person is the
key, If that intent does not exist, then the third person is only an inciden
tal beneficiary, having
no contractual standing.”). For these reasons, Plaintiff has failed
to plead the threshold showing
of a breach of contract claim, namely, the existence of a contract. As
such, Plaintiffs breach of
contract claim against B&G is dismissed.
B. Breach of the Covenant of Good Faith and Fair Dealing
In Count Two, Plaintiff alleges a breach of the covenant of good
faith and fair dealing.
(Compi. at ¶J 26-29) The New Jersey Supreme Court has made clear
that, “[un the absence of a
contract, there can be no breach of an implied covenant of good faith
and fair dealing.” Wade v.
Kessler Inst., 798 A.2d 1251, 1262 (2002) (quoting Noye v. Hoffm
an-La Roche, Inc., 570 A.2d
12, 14 (N.J. Super. Ct. App. Div. 1990)); see also Black Horse
Lane Assoc., L.P. v. Dow Chem.
Corp., 228 F.3d 275, 288 (3d Cir. 2000). As discussed above, Plainti
ff has failed to sufficiently
plead the prerequisite contractual relationship with B&G Foods.
Accordingly, Plaintiffs claim
for breach of the implied covenant of good faith and fair dealing
is dismissed as against B&G
Foods.
C. Conversion
Plaintiff also attempts to bring a claim for conversion against Defend
ants. “Conversion is the
exercise of any act of dominion in denial of another’s title
to the chattels, or inconsistent with
6
such title.” Schenkel v. Flaster, 54 Fed. App’x. 362, 365 (3d Cir.
2002) (unpublished) (citing
Mueller v. Technical Devices Corp., 84 A.2d 620, 623 (N.J. 1951))
.
However, Plaintiff has
failed to make any showing of the required elements of conversion.
Rather, Plaintiff merely
recites the elements for conversion, as follows:
Upon information and belief the Defendants are illegally, wrong
fully and unlawfully
exercising dominion and control over funds rightfully belong
ing to the plaintiff, which
actions constitute an illegal tortuous [sic] conversion of funds.
Defendants cloistered a
conversation [sic] by not allowing Plaintiff to prove by documentatio
n William C. Martucci’s
position as an authorized clearinghouse.
(Compi.
¶J
3 1-32). Plaintiff does not plead any specific facts to support these
allegations, and
the above “[t]hreadbare recitals of the elements of a cause of action”
are insufficient to state a
cause of action for which relief may be granted. Jqbal, 556 U.S.
at 663 (internal citations
omitted); see also Twombly 550 U.S. at 544 (“[A] plaintiff’s obliga
tion to provide the ‘grounds’
of his ‘entitle[ment] to relief’ requires more than labels
and conclusions, and a formulaic
recitation of a cause of action’s elements will not do.”). Accord
ingly, Plaintiff’s conversion
claim against B&G Foods is hereby dismissed.
D. Negligent Misrepresentation
Plaintiff alleges that Defendants are liable for negligent misrep
resentation. (Compi.
¶ 35-37).
This Court will also construe Plaintiff’s allegations as raising
a claim of breach of fiduciary duty.
See Higgs, 665 F.3d at 339.
It is well established that “under New Jersey law negligent
misrepresentation requires a
showing that defendant negligently provided false inform
ation and that plaintiff incurred
damages proximately caused by its reliance on that information.”
Highlands Ins. Co. v. Hobbs
Grp., LLC., 373 F.3d 347, 351 (3d Cir. 2004) (citing Karu
v. Feldman, 574 A.2d 420 (N.J.
7
1990)).
Plaintiff has failed to plead, with any sort of specificity, that B&G
Foods met the
aforementioned requirements for negligent misrepresentation. Instead, Plainti
ff states that:
Upon information and belief P&G, Inmar, NCH and other listed manuf
acturers violated
“Uberimae Fidel” [sic] that states one must act in utmost good faith
and requires making
known all material facts influencing the contract. The Defendants
did not maintain a
fiduciary relationship with William C. Martucci. All parties must have
equal knowledge of a
matter in conflict.
(Compi.
¶ 36).
As stated above, Plaintiff has not plead a contractual relationship with
B&G Foods. Thus,
the doctrine of uberimmaejldei would not apply to B&G Foods, and in any
event, this doctrine is
inapposite to Plaintiff’s claim of negligent misrepresentation. Moreover,
Plaintiff has not plead
any facts to support his argument that B&G Foods was negligent in provid
ing Plaintiff with false
information and that Plaintiff, to his detriment, relied on this information.
For these reasons,
Plaintiffs negligent misrepresentation claim against B&G Foods is
dismissed.
As to Plaintiffs breach of fiduciary duty claim, Plaintiff argues that
“the Defendants did not
maintain a fiduciary relationship with William C. Martucci.” (Comp
i.
¶
36).
“A fiduciary
relationship arises under New Jersey law when ‘one person is under
a duty to act for or give
advice for the benefit of another on matters within the scope of their
relationship.” Indus. Mar.
Carriers (Bahamas,), Inc. v. Miller, 399 Fed. App’x. 704, 710
(3d Cir. 2010) (unpublished)
(citing McKelvey v. Pierce, 800 A.2d 840, 859 (N.J. 2002)). Such relatio
nship bestows upon the
fiduciary “a duty of loyalty and a duty to exercise reasonable
skill and care’ on behalf of the
person to whose benefit the fiduciary acts.” Id. (quoting McKel
vey, 800 A.2d at 860). Plaintiff
has not plead anything to support the assertion that there was
a fiduciary relationship between
8
him and B&G Foods. In fact, there is nothing in Plaintiff’s pleadings that
suggests that B&G
Foods was under any sort of “duty to act for or give advice for” Plainti
ff’s benefit. Miller, 399
Fed. App’x at 710. Therefore, because Plaintiff has failed to establish
the existence of a fiduciary
relationship between himself and B&G Foods, Plaintiff’s claim for
breach of fiduciary duty
against B&G Foods is dismissed.
E. Conspiracy
Plaintiff further alleges that Defendants conspired against him. (Comp
l. at 12-18). In order
to bring a conspiracy claim in New Jersey, a plaintiff must show “(1) a
combination of two or
more persons; (2) a real agreement or confederation with a common design
; (3) the existence of
an unlawful purpose, or of a lawful purpose to be achieved by unlawf
ul means; and (4) proof of
special damages.” Morganroth & Morganroth v. Norris, McLaughlin
& Marcus, P.C., 331 F.3d
406, 414 (3d Cir. 2003) (citing Naylor v. Harkins, 99 A.2d 849, 855
(N.J. Ch. 1953)), modified
on other grounds, 109 A.2d 19 (N.J. Sup. Ct. App. Div. 1954)). Furthe
rmore, New Jersey courts
have held that a complaint alleging conspiracy “must also contain
at least some facts which
could, if proven, permit a reasonable inference of a conspiracy to be drawn.
.. This requirement
.
is established where the complaint sets forth a valid legal theory and
it adequately states the
conduct, time, place, and persons responsible.” Lynn v. Christner,
184 Fed. App’x 180, 184-85
(3d Cir. 2006) (unpublished) (citing Evancho v. Fisher, 423 F.3d
347, 353 (3d Cir.2005))
(internal citations omitted).
However, Plaintiff limits most of the allegations as to his conspi
racy claim to specific
Defendants, and excludes B&G Foods from many of these claims
. For instance, Plaintiff states
that “Procter & Gamble violated the Security and Exchange Comm
ission Act of 1934” (Compl.
9
¶
39), “Proctor and Gamble conspired with Inmar, Inc. to void all coupon
contracts with William
C. Martucci” (Compi.
¶
40), and “Inmar corporate officers in conjunction with P&G corpor
ate
officers conspired to cancel William C. Martucci’s authorizations
as a coupon clearinghouse”
(Compi.
¶
45). Accordingly, these claims fail to allege how B&G Foods
was involved in any
conspiracy against Plaintiff. If anything, these allegations seem
to insinuate that B&G Foods
was somehow the victim of Inmar’s allegedly wrongful behavior,
not a wrongdoer. (See Compi.
¶ 41)
(“Inmar did not notify the manufacturers they represent of their
intention to void any and
all contracts that pertain to [Plaintiff].”).
While Plaintiff alleges that “Defendants conspired to set a reimbu
rsement minimum for
shipping costs that is [sic] reimbursed to retailers and clearing
houses” and that “most all
Defendants have conspired to set the maximum rate they will reimbu
rse for coupon shipments,”
(Compi.
¶
42), he has not plead that B&G Foods specifically agreed to engage
in underlying
unlawful acts. Rather, Plaintiff makes sweeping statements that
Defendants “conspired” to set
these prices without providing any substantive information that
would give rise to a “reasonable
inference of a conspiracy.” Lynn, 184 Fed. App’x at 184-185.
Accordingly, this Court finds that Plaintiff has failed to plead
a conspiracy claim under New
Jersey law against B&G Foods, and Plaintiffs conspiracy claim
as against B&G Foods is hereby
dismissed.
F. Fraud
Count Six of the Complaint purports to bring forth fraud claims
against Defendants. “To
state a claim for fraud under New Jersey law, a plainti
ff must allege (1) a material
10
misrepresentation of fact; (2) knowledge or belief by the defendant of its falsity
; (3) intention
that the other person rely on it; (4) reasonable reliance thereon by the other
person; and (5)
resulting damage.” Frederico v. Home Depot, 507 F.3d 188, 200 (3d Cir.
2007) (citing Gennari
v. Weichert Co. Realtors, 691 A.2d 350, 367—368 (N.J. 1997)). The Federa
l Rules of Civil
Procedure provide a heightened pleading standard for fraud claims, requiring
a party alleging
fraud to “state with particularity the circumstances constituting fraud or mistak
e.” Fed. R. Civ.
P. 9. For example, a Plaintiff alleging fraud “must plead or allege the date, time
and place of the
alleged fraud or otherwise inject precision or some measure of substantiatio
n into a fraud
allegation.” Frederico, 507 F.3d. at 200.
Plaintiff has failed to plead any of the requirements of a fraud claim. Specif
ically, Plaintiff
has not identified even “a single misrepresentation of material fact” that B&G
Foods allegedly
made. Accordingly, Plaintiff’s fraud claim is dismissed as against B&G Foods.
G. Restraint of Trade
Plaintiff also alleges that Defendants violated Section 1 of the Sherm
an Antitrust Act by
setting the aforementioned reimbursement minimums and maxim
ums (Compl.
“monopolizing coupon trade” (Id.
¶ 42),
¶ 51), and because Defendants “have a relationship of doing
coupon business and are joined together with other types of marketing
businesses.” (Id.
¶
52.)
To defeat dismissal of a Section 1 claim, a plaintiff must sufficiently plead:
(1) that the defendants contracted, combined, or conspired among each
other; (2) that the
combination or conspiracy produced adverse, anti-competitive effects within
relevant product
and geographic markets; (3) that the objects of and the conduct pursua
nt to that contract or
conspiracy were illegal; and (4) that the plaintiff was injured as a
proximate result of that
conspiracy.
Martin B, Glauser Dodge Co. v. Chrysler Corp., 570 F.2d 72, 8 1—82
(3d Cir.1977).
11
Plaintiff has only made broad allegations as to B&G Foods’ role
in this alleged
anticompetitive behavior, and as such, has ultimately not plead that: (1)
B&G Foods conspired
with the other Defendants to set these minimum and maximum reimbursemen
t rates; (2) that the
prices B&G Foods and the other Defendants allegedly set produced anti-co
mpetitive effects; (3)
that this purported agreement was illegal; or (4) that Plaintiff was injured as
a result of this
agreement.
Moreover,
as stated above, the majority of Plaintiff’s claims regarding
anticompetitive activity on the part of Defendants specifically omit B&G
Foods; instead, the
claims specifically mention certain other Defendants, such as P&G, NCH,
and Inmar. Plaintiff
has therefore failed to show that he suffered an antitrust injury under 15 U.S.C.
§ 1 as a result of
B&G’s actions.
Plaintiff also claims that “Defendants are monopolizing coupon trade; a violati
on of Sec.
2 of the Sherman Anti-Trust Act.” (Compl.
¶ 51). In order to bring a Section 2 claim, a plaintiff
must show “(1) the possession of monopoly power in the relevant market
and (2) the willful
acquisition or maintenance of that power as distinguished from growth
or development as a
consequence of a superior product, business acumen, or historic accide
nt.” Eastman Kodak Co.
v. Image Technical Servs., Inc., 504 U.S. 451, 481 (1992) (quotin
g United States v. Grinnell
Corp., 384 U.S. 563, 570—571 (1966)). The injury prong requires showin
a
g that: “(1) harm of
the type the antitrust laws were intended to prevent; and (2) an injury
to the plaintiff which flows
from that which makes defendant’s acts unlawful.” Race Tires Am.,
Inc. v. Hoosier Racing Tire
Corp., 614 F.3d 57 (3d Cir. 2010) (quotations omitted). Plaintiff has
failed to sufficiently plead
these elements.
12
Plaintiff has not plead that B&G Foods was in “possession of monop
oly power in the
relevant market,” Eastman Kodak Co., 504 U.S. at 481, as his only allegat
ion regarding market
share was made in regards to NCH and Inmar, who allegedly control “over
90% of all coupon
redemption in the United States.” (Compl.
¶
43)2
Nor has Plaintiff plead that B&G Foods
engaged in the “willful acquisition or maintenance of that power as distinguished
from growth or
development as a consequence of a superior product, business acume
n, or historic accident.”
Eastman KodakCo., 504 U.S. at 481.
Lastly, the Court notes that Plaintiff alleges that “Defendants violated 15
U.S.C.
(Compi,
§ 28.”
¶ 67). However, because this statute was repealed in 1984, the Court will not address
these claims. See Pub. L. 98-620,
§ 402(11), 98 Stat. 3358 (1984). Accordingly, Plaintiff has
failed to plead that B&G Foods engaged in anticompetitive activity that resulte
d in a restraint of
trade, and this count is dismissed against B&G Foods.
CONCLUSION
For the above reasons, the Court grants Defendant B&G’s Motion to Dismis
s. (ECF No.
45.) An appropriate Order accompanies this Opinion.
DATED: November_Y2015
•/•_ —-—
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.2 ,/
//
L_—
jOSE L. LINARES
UNITED STATES DISTRICT JUDGE
2
Plaintiff also claimed that “Inmar and NCH control approximately ninetyfive percent
(95%) of the total vendor coupon redemptions, reclusive of P&G coupon
s.” (Compl. ¶ 16).
13
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