Seldon v. Magedson et al

Filing 10

MOTION to Dismiss for Lack of Jurisdiction and for Failure to State a Claim. Document filed by Edward Magedson, Xcentric Ventures L.L.C..(Speth, Maria)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
PHILIP SELDON,
Plaintiff,
Case No: 11-CV-6218

v.
EDWARD MAGEDSON, XCENTRIC
VENTURES, LLC, and JOHN
OR JANE DOE,
Defendants.

MOTION TO DISMISS AMENDED COMPLAINT
Pursuant to Fed. R. Civ. P. 12(b)(1), 12(b)(2) and 12(b)(6), Defendants
EDWARD MAGEDSON (“Magedson”) and XCENTRIC VENTURES, LLC
(“Xcentric”; collectively “Defendants) respectfully move the Court for an order
dismissing this action for lack of personal jurisdiction, and dismissing the
Amended Complaint for failure to state a claim upon which relief may be granted,
lack of subject matter jurisdiction, and for.
Each point is discussed fully herein.
I.

INTRODUCTION

Defendant previously filed a Motion to Dismiss the Complaint in this
matter. In response, Plaintiff PHILIP SELDO0N (“Plaintiff” or “Mr. Seldon”)
filed an Amended Complaint attempting to address some of the issues raised in
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the first Motion to Dismiss. The Amended Complaint, however, is still subject to
dismissal.
This case involves seven separate claims.

In claims one through six,

Mr. Seldon seeks damages arising from a series of allegedly defamatory posts
on www.RipoffReport.com, which is an Arizona-based website operated by
Defendant Xcentric Ventures.

The seventh cause of action is a simple breach

of contract claim which generally alleges that, among other things, Defendants
promised to make the allegedly defamatory posts “unsearchable”, and to provide
five years worth of advertising to Plaintiff and as consideration for that gesture,
Defendants would receive “websites that [Plaintiff] Philip Seldon was not using.”
Compl. ¶ 52.
As explained herein, the Amended Complaint should be dismissed for three
separate reasons. First, the Amended Complaint should be dismissed pursuant to
Fed. R. Civ. P. 12(b)(2) because Defendants are not subject to personal jurisdiction
in the state of New York. Second, the claims are barred by the Communications
Decency Act, 47 U.S.C. § 230(c)(1), and even assuming all of Plaintiff’s
allegations are true, each of these causes of action fail to state a claim upon which
relief may be granted. As such, the claims should be dismissed pursuant to Fed.
R. Civ. P. 12(b)(6). Finally, separate and apart from this issue, the seventh cause
of action is barred by the statute of frauds and, assuming the first six claims for

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relief are dismissed, this Court lacks subject matter jurisdiction over Plaintiff’s
remaining state-law breach of contract claim.
II.

ARGUMENT
A.

Defendants Are Not Subject To Personal Jurisdiction In New
York

The Amended Complaint should also be dismissed pursuant to Fed. R.
Civ. P. 12(b)(2) because under the facts alleged in the Amended Complaint,
Defendants Magedson and Xcentric are not subject to personal jurisdiction in New
York. Because this is apparently a diversity jurisdiction case, the applicable test
for personal jurisdiction New York state law is found in New York’s long-arm
statutes, CPLR §§ 301 and 302(a). See DiStefano v. Carozzi North Am., Inc., 286
F.3d 81, 84 (2nd Cir. 2001); Nat'l Union Fire Ins. Co. of Pittsburgh, PA. v. BP
Amoco P.L.C., 319 F.Supp.2d 352, 357 (S.D.N.Y. 2004)). In addition, as plaintiff,
Mr. Seldon has the burden of showing that personal jurisdiction is proper here. See
Penguin Group (USA), Inc. v. Am. Buddha, 609 F.3d 30, 34 (2nd Cir. 2010).
As the Court is aware, CPLR § 301 provides for jurisdiction over a
defendant that is “engaged in such a continuous and systematic course of ‘doing
business’ in New York as to warrant a finding of its ‘presence’ in the state.”
Jazini v. Nissan Motor Co., Ltd., 148 F.3d 181, 184 (2nd Cir. 1998). Here, nothing
in Mr. Seldon’s Amended Complaint accuses Xcentric of engaging in any business
in New York, much less the “continuous and systematic” business required
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to establish general jurisdiction under CPLR § 301, and as explained in the
Declaration of Edward Magedson submitted in support of Xcentric’s first Motion
to Dismiss, neither Xcentric nor Mr. Magedson conduct any meaningful business
in New York. As such, general jurisdiction is clearly lacking here.
The only other possible basis for personal jurisdiction is CPLR § 302 which
enumerates a variety of conduct including the following acts by a defendant:
1.

transacts any business within the state or contracts anywhere to
supply goods or services in the state; or

2.

commits a tortious act within the state, except as to a cause of action
for defamation of character arising from the act; or
commits a tortious act without the state causing injury to person or
property within the state, except as to a cause of action for defamation
of character arising from the act, if he

3.

(i) regularly does or solicits business, or engages in any other
persistent course of conduct, or derives substantial revenue
from goods used or consumed or services rendered, in the
state, or
(ii) expects or should reasonably expect the act to have
consequences in the state and derives substantial revenue
from interstate or international commerce; or
4.

owns, uses or possesses any real property situated within the state.

N.Y. CPLR § 302(a) (McKinney 2010).
As explained in Mr. Magedson’s Declaration and considering the actual
allegations of Mr. Seldon’s Amended Complaint, none of the subsections of CPLR
§ 302(a) apply here. Section 302(a)(1) does not apply because this action does not

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arise out of any business transacted within the State of New York; “To establish
personal jurisdiction under section 302(a)(1), two requirements must be met: (1)
The defendant must have transacted business within the state; and (2) the claim
asserted must arise from that business activity.” Sole Resort, S.A. de C.V. v. Allure
Resorts Mgmt. LLC, 450 F.3d 100, 103 (2nd Cir. 2006). Both of these elements are
lacking here because rather than transacting any business in New York, the facts of
this case show that Mr. Seldon contacted Mr. Magedson in Arizona to inquire
about how he might be able to resolve the allegedly defamatory posts on the Ripoff
Report website.
Even assuming an agreement was made during these discussions (which
Mr. Magedson denies), the alleged agreement would not be sufficient to establish
personal jurisdiction over Defendants in New York under CPLR § 302(a)(1).
When considering this issue, Courts focus primarily on the following factors:
(i) whether the defendant has an on-going contractual relationship
with a New York corporation; (ii) whether the contract was negotiated
or executed in New York and whether, after executing a contract
with a New York business, the defendant has visited New York
for the purpose of meeting with parties to the contract regarding
the relationship; (iii) what the choice-of-law clause is in any such
con-tract; and (iv) whether the contract requires [the defendant] to
send notices and payments into the forum state or subjects them to
supervision by [a] corporation in the forum state.
Sunward Elec., Inc. v. McDonald, 362 F.3d 17, 22–23 (2nd Cir. 2004) (quoting
Agency Rent A Car Sys., Inc. v. Grand Rent A Car Corp., 98 F.3d 25, 29 (2nd Cir.
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1996)).

Another important factor is whether the contract is to be performed in

New York. See Cooper, Robertson & Partners, L.L.P. v. Vail, 143 F.Supp.2d
367, 371 (S.D.N.Y. 2001) (stating that “[i]n determining jurisdiction, the place
of performance is more critical than the place of the execution of a contract”)
(emphasis added). No single factor is dispositive. Rather, a finding of personal
jurisdiction must be based upon the totality of the circumstances. See Agency Rent
A Car, 98 F.3d at 29.
Here, none of these factors weigh in favor of jurisdiction in New York. The
Amended Complaint does not allege that Defendants have any ongoing contractual
relationship with any New York corporation, nor does the Amended Complaint
arise from any type of ongoing relationship.

The Amended Complaint does not

allege that Defendants went to New York to meet with Mr. Seldon, nor does it
allege that the contract was executed in New York. Finally, the alleged contract
did not require Defendants to supply any goods or services in New York; on the
contrary, the only actions to be performed (i.e., making the allegedly defamatory
postings unsearchable on Xcentric’s website) would have taken place in Arizona,
not New York.
Under these circumstances, personal jurisdiction cannot be based on
CPLR § 302(a)(1); “[C]ourts seem generally loath to uphold jurisdiction under
the ‘transaction in New York’ prong of CPLR 302(a)(1) if the contract at issue

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was negotiated solely by mail, telephone, and fax without any New York presence
by the defendant.” Worldwide Futgol Associates, Inc. v. Event Entertainment,
Inc., 983 F.Supp. 173, 177 (E.D.N.Y. 1997); United Computer Capital Corp. v.
Secure Prods., L.P., 218 F.Supp.2d 273, 278 (N.D.N.Y. 2002) (finding “Where a
plaintiff's cause of action is based upon a contract, negotiation of the contractual
terms by phone, fax or mail with the New York party is generally insufficient
to support a finding of the transaction of business in New York.”) (emphasis
added). This finding is further supported by the fact that Mr. Seldon initiated the
contacts with Defendants; “The fact that the Plaintiff initiated the contact between
the parties weighs against asserting personal jurisdiction over the Defendants.”
Skrodzki v. Marcello, ___ F.Supp.2d ___, 2011 WL 3792418, *8 (E.D.N.Y. Aug.
19, 2011) (citing Mortgage Fund. Corp. v. Boyer Lake Pointe, LC, 379 F.Supp.2d
282, 287 (E.D.N.Y. 2005)).
Similarly, personal jurisdiction cannot be established under either CPLR §§
302(a)(2) or 302(a)(3) because neither of these sections apply in defamation cases.
See Gary Null & Assoc., Inc. v. Phillips, 29 Misc.3d 245, 248, 906 N.Y.S.2d 449,
451 (N.Y.Sup. 2010) (explaining, “Defamation actions are expressly exempted
from CPLR 302(a)(2) and (3), so the only provision at issue in this case is CPLR
302(a)(1), which requires defendant Phillips to transact business within the state,
and the defamation claim to arise from his transaction of that business.”) Finally,

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personal jurisdiction cannot be based on CPLR § 302(a)(4) because Defendants do
not own, use, or possess any real property in New York. See Magedson Dec. ¶ ¶
10, 11.
Under each of these factors, it is apparent that personal jurisdiction in
New York would be improper. As such, because Mr. Seldon cannot satisfy the
threshold showing necessary to establish jurisdiction, it is not necessary for the
Court to consider whether due process would be offended here. See Mortgage
Fund. Corp., 379 F.Supp.2d at 288 (concluding, “Because personal jurisdiction
pursuant to the long-arm statute is not present, the Court need not assess whether a
jurisdictional finding in this matter would satisfy due process.”)
B.

Claims 1–6 Are Barred By 47 U.S.C. § 230(c)(1).

Assuming that the Court reaches the merits of this dispute, Mr. Seldon’s
claims should be dismissed because even assuming the allegations in the
Amended Complaint are true, each of these claims are completely barred by the
Communications Decency Act, 47 U.S.C. § 230(c)(1).

According to paragraph

8 of Mr. Seldon’s Amended Complaint, several derogatory postings were created
and submitted to the Ripoff Report website by third parties. Mr. Seldon alleges
that these posts contain a variety of false and defamatory statements which give
rise to his claims against Defendants Xcentric and Magedson.
Nowhere in his Amended Complaint does Mr. Seldon allege that any of

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the defamatory posts were authored or written by Mr. Magedson or Xcentric.
Instead, it appears that Mr. Seldon seeks to impute liability to Mr. Magedson
and Xcentric for “publishing” these posts either “with knowledge that the
defamatory material about Philip Seldon on ripoffreport.com was false,” Compl.
¶ 8, or because “defendants [Xcentric and Magedson] failed to take proper steps
to ascertain their accuracy.” Compl. ¶ 12. Even if true, these allegations are
insufficient to state a claim upon which relief may be granted because as the
providers and operators of the Ripoff Report website, Defendants Xcentric and
Magedson are immune from liability based on the “publication” of material posted
on the site by a third party:
Whether Defendants are shielded from liability by the CDA is at
the heart of this case. The Court notes that this very issue has been
litigated by several district courts to date, where nearly identical
allegations against Xcentric (and Magedson where applicable) based
on Ripoff Report postings have been barred under the CDA. The
Court also finds that the CDA applies to Defendants here.
Asia Economic Institute, LLC v. Xcentric Ventures, LLC, 2011 WL 2469822, *5
(C.D.Cal. 2011) (emphasis added) (citing GW Equity, LLC v. Xcentric Ventures,
LLC, 2009 WL 62173 (N.D.Tex. 2009) (finding Xcentric and Magedson entitled
to immunity under the CDA); Intellect Art Multimedia, Inc. v. Milewski, 2009 WL
2915273 (N.Y.Sup. 2009) (same); Whitney Info. Network Inc. v. Xcentric Ventures,
LLC, 2008 WL 450095 (M.D.Fla. 2008) (same); Global Royalties, Ltd. v. Xcentric
Ventures, LLC, 544 F.Supp.2d 929 (D.Ariz. 2008) (same); see also Herman
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v. Xcentric Ventures, LLC, Case No. 1:10-cv-00398 (N.D.Ga. Feb. 12, 2011)
(recognizing, “Since the CDA was enacted in 1996, every state and federal court
that has considered the merits of a claim against the Ripoff Report has, without
exception, agreed that Xcentric and Magedson are entitled to immunity under the
CDA for statements posted by third-party users.”)
Although numerous courts, including at least one New York court, see
Intellect Art Multimedia, Inc. v. Milewski, 2009 WL 2915273 (N.Y.Sup. 2009),
have previously found Xcentric and Magedson are entitled to CDA immunity as
long as the allegedly defamatory material was posted by a third party (as alleged
here), it is worth nothing that the New York Court of Appeals recently addressed
and reaffirmed the broad scope of the CDA in Shiamili v. The Real Estate Group
of New York, Inc., 17 N.Y.3d 281, 2011 WL 2313818 (N.Y. June 14, 2011)
(explaining, “A defendant is therefore immune from state law liability if (1) it is
a ‘provider or user of an interactive computer service’; (2) the Amended
Complaint seeks to hold the defendant liable as a ‘publisher or speaker’; and (3)
the action is based on ‘information provided by another information content
provider.’”)
The first six claims in Mr. Seldon’s Amended Complaint each attempt to
impose liability on Mr. Magedson and Xcentric for “publishing” material which
was created by a third party. Thus, the CDA’s immunity plainly renders those

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claims subject to dismissal under Rule 12(b)(6).

See Global Royalties, 544

F.Supp.2d at 933 (granting 12(b)(6) dismissal of claims against Magedson and
Xcentric where the material at issue was posted on the Ripoff Report website by a
third party, because: “Through the CDA, ‘Congress granted most Internet services
immunity from liability for publishing false or defamatory material so long as the
information

was

provided

by

another

party.’”)

(quoting

Carafano

v.

Metrosplash.com, Inc., 339 F.3d 1119, 1122–23 (9th Cir. 2003); see also Coppage
v. U-Haul Inter., Inc., 2011 WL 519227 (S.D.N.Y. 2011) (granting 12(b)(6)
dismissal of claims based on CDA immunity); Gibson v. Craigslist, Inc., 2009 WL
1704355, (S.D.N.Y. 2009) (granting 12(b)(6) dismissal of claims based on CDA
immunity).
The Seventh cause of action, though based in contract, requests damages
for Defendants failure to remove the allegedly defamatory posts. Such a claim is
also barred by the CDA. See Barnes v. Yahoo!, Inc., 570 F.3d 1096 (9th Cir. 2009)
(holding negligent undertaking claim arising from alleged promise to remove post
was barred by the CDA because: “the duty that Barnes claims Yahoo violated
derives from Yahoo's conduct as a publisher—the steps it allegedly took, but later
supposedly abandoned, to de-publish the offensive profiles. It is because such
conduct is publishing conduct that we have insisted that section 230 protects from
liability ‘any activity that can be boiled down to deciding whether to exclude

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material that third parties seek to post online.’”) (quoting Fair Housing Council of
San Fernando Valley v. Roommates.Com, 521 F.3d 1157 (9th Cir. 2008)).
In other words, it is obvious that Mr. Seldon’s seventh cause of action is
based in large part on the violation of an alleged promise to make the derogatory
postings “unsearchable” (which essentially identical to the allegation in Barnes
v. Yahoo!).

Even assuming this allegation is true, the only damages Mr. Seldon

claims to have suffered would necessarily arise from the derogatory third
party comments themselves, not from the loss of money paid by Mr. Seldon
to Defendants (indeed, Mr. Seldon does not allege making any payment to
Defendants in consideration for their alleged agreement). This claim then, also
seeks to treat Defendants as a publisher and is barred by the CDA.
Following the filing of Defendants’ Motion to Dismiss the original
Complaint, Mr. Seldon attempted to plead around the CDA by claiming, for
the first time, that Defendants created the “title tag” of the postings at issue. In
addition to being false and a violation of Rule 11, this allegation does not save Mr.
Seldon from the CDA. The New York Court of Appeals recently determined that
such allegations will not save a Plaintiff from dismissal under the CDA. Shiamili
v. The Real Estate Group of New York, Inc., 17 N.Y.3d 281, 2011 WL 2313818
(N.Y. June 14, 2011). In Shiamili, the Court of Appeals considered whether a
plaintiff’s claim against a website operator arising out of allegedly defamatory

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comments posted to the website was barred by the CDA. The Court of Appeals
affirmed the dismissal of the Complaint despite allegations that the Defendant had
moved the comment to a stand-alone post, prefacing it with the statement that, “the
following story came to us as a ․ comment, and we promoted it to a post,” and
despite the allegation that the Defendant gave the post the heading, “Ardor Realty
and Those People,” and the sub-heading, “and now it’s time for your weekly dose
of hate, brought to you unedited, once again, by ‘Ardor Realty Sucks,’ and for
the record, we are so. not. afraid.”   Moreover, the Defendant in the Shiamili case
added a photograph that could be considered further commentary on the third-party
posting. The Court of Appeals determined that “Defendants’ added headings and
illustration do not materially contribute to the defamatory nature of the third-party
statements.”
In the case at bar, as in Shiamili, the titles that were alleged to be added by
Defendants did not materially contribute to the defamatory nature of the thirdparty statements. One of the postings which Mr. Seldon alleges was posted by a
third-party, specifically accuses him of being a sexual pervert. Even if Defendants
added a title of “sexual pervert,” which it did not, it did not materially contribute
to the defamatory nature of the third-party statements, which explained in detail
why Mr. Seldon is a sexual pervert. (Amended Complaint, Paragraph 18).
Similarly, the headline “Tax Free Money Income,” which was alleged to be created
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by Defendants, makes no defamatory statement at all.

(Amended Complaint,

Paragraph 32). Another posting which Mr. Seldon alleges was posted by a thirdparty, specifically accuses Mr. Seldon of harassing someone in retaliation. Even
if Defendants added a title of “Philip Seldon Vindictive Harassment,” which it
did not, it did not materially contribute to the defamatory nature of the thirdparty statements, which explained in detail why Mr. Seldon was engaging in
vindictive harassment. (Amended Complaint, Paragraph 39). The final headline
that Defendants are accused of creating was simply, “Philip Seldon,” a title which
is clearly not defamatory.
Thus, Mr. Seldon’s amendment to his original Complaint does not cure the
defect found in the original Complaint. The claims are barred by the CDA.

C.

The Seventh Claim is Barred by The Statute of Frauds and If
The First Six Claims Are Dismissed, The Amended Complaint
Should Be Dismissed For Lack of Subject Matter Jurisdiction

In Mr. Seldon’s original Complaint, he alleged there was an agreement
between Defendants and himself that required Defendants “to provide five
years worth of advertising for various companies with which Philip Seldon was
affiliated.”
Defendant’s Motion to Dismiss the original Complaint properly pointed out
that the alleged contract is barred by the Statute of Frauds.
Every agreement, promise or undertaking is void, unless it
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or some note or memorandum thereof be in writing, and subscribed
by the party to be charged therewith, or by his lawful agent, if such
agreement, promise or undertaking:
1. By its terms is not to be performed within one year from the
making thereof or the performance of which is not to be completed
before the end of a lifetime;

N.Y. Gen. Oblig. Law § 5-701 (McKinney)
“Clearly, termination of an agreement as a result of its breach is not
performance thereof within the meaning of the Statute of Frauds, and an oral
agreement which by its own terms must continue for more than a year unless
terminated by its breach is void.” D & N Boening, Inc. v. Kirsch Beverages, Inc.,
63 N.Y.2d 449, 457, 472 N.E.2d 992, 995 (1984)
Following his receipt of the Motion to Dismiss, Mr. Seldon filed the
Amended Complaint. Attempting to cure his Statute of Frauds problem, Mr.
Seldon modified the Complaint to allege that Defendants agreed “to provide
advertising for various companies with which Philip Seldon was affiliated…”
(Amended Complaint, Paragraph 53). In other words, he simply removed the
part of the allegation that identified the length of time that the advertising would
be for. Here again, Mr. Seldon’s attempt to plead around the law in complete
disregard of the truth of the allegation fails. By not pleading a length of time that
the advertising would be for, the claim is essentially that the advertising would be
perpetual. It seems to have no end according to the allegation. The claim is still
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barred by the statute of frauds. Clearly, the Amended Complaint does not allege
that the performance could be completed within a year.
In addition, if the Court dismisses the first six claims in Mr. Seldon’s
Amended Complaint under the CDA, the sole remaining cause of action—breach
of contract—should be dismissed pursuant to Fed. R. Civ. P. 12(b)(1) because
the Amended Complaint fails to establish the Court’s subject matter jurisdiction
over that claim. Although Mr. Seldon’s pro se Amended Complaint does not
allege the specific statutory basis upon which federal subject matter jurisdiction is
founded, because this case involves no claim arising under federal law or otherwise
presenting a federal question, the only possible basis for jurisdiction would be
diversity pursuant to 28 U.S.C. § 1332(a) which, of course, would require both
diversity of citizenship (which is present) and a plausible claim supporting a
controversy in excess of $75,000 (which is not present).
In this context, “A party invoking the jurisdiction of the federal court has
the burden of proving that it appears to a ‘reasonable probability’ that the claim is
in excess of the statutory jurisdictional amount.” Tongkook Am., Inc. v. Shipton
Sportswear Co., 14 F.3d 781, 784 (2nd Cir. 1994) (quoting Moore v. Betit, 511 F.2d
1004, 1006 (2nd Cir. 1975)). Even if this showing is made, it can be rebutted by
establishing that “to a legal certainty”, the amount recoverable does not meet the
jurisdictional threshold. Wolde–Meskel v. Vocational Instruction Project Cmty.

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Servs., Inc., 166 F.3d 59, 63 (2nd Cir. 1999).
Here, Mr. Seldon demands $150,000 in damages for the Seventh cause
of action. However, he has failed to plead any causal relationship between his
demanded damages and the purported breach. He has pled no facts which would
lead to a reasonable probability that the claim is for more than $75,000. See
Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (stating that
Rule 8 requires more than “the-defendant-unlawfully-harmed-me accusation[s]”
and “[a] pleading that offers labels and conclusions or a formulaic recitation of the
elements of a cause of action will not do”). “Threadbare recitals of the elements of
a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal,
129 S.Ct. at 1949. Rather, “[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.” Id.
Because Mr. Seldon cannot, under the CDA, impose liability on Defendants
Magedson and Xcentric for failing to remove third party generated material, a
fortiori, he has pled no other harm that could possibly justify a damage award
in excess of the mandatory $75,000 threshold necessary to support diversity
jurisdiction under 28 U.S.C. § 1332(a). For these reasons, his seventh cause of
action should be dismissed pursuant to Fed. R. Civ. P. 12(b)(1).
I.

CONCLUSION

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For the reasons above, Defendants Xcentric and Magedson respectfully
move the Court for an order dismissing this action for lack of personal jurisdiction,
for failure to state a claim upon which relief may be granted, and for lack of
subject matter jurisdiction.

Dated this 28th day of Nov. 2011.

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/s/ Maria Crimi Speth
Attorney for Defendant

CERTIFICATE OF SERVICE
I hereby certify that on November 28, 2011 I electronically transmitted the
attached document to the Clerk’s Office using the CM/ECF System for filing, and
on November 29, 2011 mailed the attached document to the following:
Philip Seldon
500 E 77th Street
New York, NY 10162
Plaintiff Pro Se

And a courtesy copy of the foregoing delivered to:
HONORABLE MICHAEL H. DOLINGER
United States Magistrate Judge
United States District Court
500 Pearl St.
New York, NY 10007-1312

/s/ Debra Gower

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