Shaub and Williams, L.L.P. v. Augme Technologies, Inc.
Filing
108
ORDER denying 85 Motion to Compel. For the reasons discussed, the plaintiff's motion to compel depositions of Mr. Sybert and Mr. Scott and to compel the production of documents (Docket no. 85) is denied. SO ORDERED. (Signed by Magistrate Judge James C. Francis on 3/13/2014) Copies Mailed By Chambers. (kgo)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
- - - - - - - - - - - - - - - - - -:
SHAUB AND WILLIAMS, L.L.P.,
: 13 Civ. 1101 (GBD) (JCF)
:
Plaintiff,
:
MEMORANDUM
:
AND ORDER
- against :
:
AUGME TECHNOLOGIES, INC.
:
:
:
Defendant.
:
- - - - - - - - - - - - - - - - - -:
JAMES C. FRANCIS IV
UNITED STATES MAGISTRATE JUDGE
In this action for recovery of unpaid legal fees, Shaub &
Williams, LLP (“S&W”) moves pursuant to Rule 37 of the Federal
Rules of Civil Procedure to compel document production of attorneyclient
communications
and
attorney
work
product
from
Augme
Technologies, Inc. (“Augme”) and to compel the depositions of
Augme’s current and former counsel, Tom Scott of Goodwin Procter
LLP and Richard Sybert of Gordon & Rees LLP.
For the reasons that
follow, the motion to compel is denied.
Background
Beginning in 2008, S&W represented Augme (as its predecessor,
Modavox, Inc.) in litigation pursuing patent infringement claims.
(Plaintiff’s Memorandum of Law in Support of its Motion to Compel
the Depositions of Richard Sybert and Tom Scott, Attorneys for
Augme Technologies, Inc., and for the Production of Documents under
1
FRCP 37 (“Pl. Memo.”) at 3; Opposition to Plaintiff’s Notice of
Motion and Motion to Compel the Depositions of Richard Sybert and
Tom Scott, Attorneys for Augme Technologies, Inc., and for the
Production of Documents under FRCP 37 (“Def. Memo.”) at 1-2).
In
February 2011, Augme terminated S&W and retained Goodwin Procter as
counsel
in
the
patent
cases;
S&W
underlying litigation in April 2011.
formally
withdrew
from
the
(Def. Memo. at 2; Pl. Memo.
at 3).
On February 19, 2013, S&W filed a complaint against Augme
alleging that it owed over $2 million in outstanding legal fees
under a theory of quantum meruit.
at 5).
(Complaint, ¶¶ 4, 30; Pl. Memo.
Augme responded with two counterclaims alleging legal
malpractice and breach of contract and also asserted a number of
affirmative
defenses.
(Answer
to
First
Amended
Complaint;
Affirmative Defenses; Counterclaim; and Jury Demand (“Answer”) at
8-14).
The legal malpractice counterclaim alleged that in the
underlying patent litigation, S&W failed to resolve discovery
issues in a proper and timely manner, “misunderstood” the patented
technology
in
question,
and
“submitted
poorly
construction briefs and incomprehensible motions.”
13, ¶¶ 6-17; Def. Memo. at 2).
written
claim
(Answer at 11-
One affirmative defense alleged
that S&W had been dismissed as counsel for Augme for good cause; a
second asserted that S&W had engaged in excessive billing; and a
2
third maintained that S&W was proceeding with “unclean hands.”
(Answer at 8-9, ¶¶ 2, 4, 12).
On May 6, 2013, S&W filed a motion to strike some of the
affirmative defenses and a motion to dismiss the counterclaims.
While those motions were still pending, S&W filed a motion for
summary judgment on the legal malpractice and breach of contract
counterclaims.
(Plaintiff Shaub and Williams, LLP’s Memorandum of
Law in Support of its Motion for Summary Judgment as to Defendant’s
Counterclaims Under FRCP 56).
The motion for summary judgment was
denied without prejudice as premature, since discovery had not been
completed.
On
(Order dated Oct. 3, 2013).
February
U.S.D.J.,
granted
counterclaims
and
14,
in
2014,
the
part
S&W’s
strike
its
Honorable
motions
affirmative
George
to
B.
dismiss
defenses.
Daniels,
Augme’s
Shaub
&
Williams, L.L.P. v. Augme Technologies, Inc., No. 13 Civ. 1101,
2014 WL 625390 (S.D.N.Y. Feb. 14, 2014).
Judge Daniels dismissed
Augme’s legal malpractice counterclaim for failure to plead facts
adequate to support causation, specifically, to demonstrate that
“but for alleged instances of [S&W’s] misconduct, the outcome of
[the underlying litigation] would have been [different].”
*5.
He
also
denied
Augme
leave
to
file
an
amended
Id. at
legal
malpractice counterclaim and new counterclaims for breach of the
implied covenant of good faith and fair dealing and breach of
fiduciary
duty.
Id.
at
*1-3.
3
However,
he
sustained
the
counterclaim for breach of contract and permitted Augme to amend it
to add facts alleging excessive billing, finding that it was not
duplicative of the malpractice claim, as S&W had alleged.
*6.
Id. at
Finally, Judge Daniels granted Augme leave to amend its
affirmative defenses of dismissal for good cause and breach of
contract, but struck its defenses of laches, waiver, estoppel, and
unclean hands.
Id. at *7-9.
While these motions were pending, S&W issued a request for
production of documents to Augme and a subpoena to Goodwin Procter
seeking “[a]ll documents, electronically stored information, and
things concerning communications” between Augme and Goodwin Procter
regarding various topics of the underlying litigation, including
patent
infringement
analyses,
document
production,
settlement
negotiations, S&W’s performance of legal services, compensation
owed to S&W, and the continuation of S&W’s services after Augme
first contacted Goodwin Procter.
(Defendant/Counterclaimant Augme
Technologies, Inc.’s Response to Plaintiff/Counterclaim Defendant
Shaub & Williams LLP’s First Set of Request for Production of
Documents at 5-8, 10; Objections of Goodwin Procter LLP to Shaub &
Williams LLP’s D.D.C. Subpoena Directed to Goodwin Procter L.L.P.
in
Connection
with
Shaub
and
Williams,
L.L.P.
v.
Augme
Technologies, Inc., No. 13 Civ. 01101 (S.D.N.Y.) at 4-8, 11).
Beginning in July 2013, S&W, Augme, and Goodwin Procter met and
conferred on several occasions regarding these requests, but Augme
4
and Goodwin Procter objected and claimed that the information
sought was protected by attorney-client privilege and the work
product doctrine. (Pl. Memo. at 9-10). S&W subsequently filed the
present motion to compel document production and depositions, and
the parties fully briefed these motions prior to Judge Daniels’
ruling on the motion to dismiss.
In light of that decision, I gave
the parties an opportunity to supplement their briefs on the motion
to compel.
S&W alleges that the dismissal of Augme’s malpractice
counterclaim has no impact here because Augme “reasserts portions
of [its] counterclaims for malpractice [and] breach of contract.”
(Letter of David Shaub dated Feb. 28, 2014).1
Augme counters that
there is now “absolutely no reason to grant S&W’s motion to compel,
as
it
was
[Augme’s]
thereto.”
based
legal
solely
on
malpractice
discovery
information
counterclaim
and
relating
damages
to
related
(Supplement to Opposition to Plaintiff’s Notice of
Motion and Motion to Compel the Depositions of Richard Sybert and
Tom Scott, Attorneys for Augme Technologies, Inc., and for the
Production of Documents under FRCP 37 at 2).
1
S&W subsequently submitted another letter providing
examples of such reassertions. (Letter of David Shaub dated March
6, 2014 (“Shaub 3/6/14 Letter”)).
This information could and
should have been included in the February 28, 2014 letter. In any
event, the more detailed allegations it raises are addressed in the
discussion below.
5
Discussion
A.
Discovery of Documents and Communications
1.
Legal Standard
i.
Attorney-Client Privilege
The attorney-client privilege protects from disclosure “(1) a
communication between client and counsel that (2) was intended to
be and was in fact kept confidential, and (3) was made for the
purpose of obtaining or providing legal advice.”
In re County of
Erie, 473 F.3d 413, 419 (2d Cir. 2007) (citing United States v.
Construction Products Research, Inc.,
73 F.3d 464, 473 (2d Cir.
1996)); accord United States v. Ghavami, 882 F. Supp. 2d 532, 536
(S.D.N.Y. 2012).
The privilege protects both the advice of the
attorney to the client and the information communicated by the
client that provides a basis for giving advice. See Upjohn Co. v.
United States, 449 U.S. 383, 390 (1981); In re Six Grand Jury
Witnesses, 979 F.2d 939, 943–44 (2d Cir.1992); Chen-Oster v.
Goldman, Sachs & Co., 293 F.R.D. 547, 554 (S.D.N.Y. 2013).
“[T]he
burden is on a party claiming the protection of a privilege to
establish those facts that are the essential elements of the
privileged relationship.” In re Grand Jury Subpoena Dated Jan. 4,
1984, 750 F.2d 223, 224–25 (2d Cir.1984) (citations and internal
quotation marks omitted); accord Ghavami, 882 F.Supp.2d at 536.
The
attorney-client
privilege
may
be
waived
“when
the
defendant asserts a claim that in fairness requires examination of
6
protected communications.”
1285, 1292 (2d Cir. 1991).
United States v. Bilzerian, 926 F.2d
“The key to a finding of implied waiver
. . . is some showing by the party arguing for a waiver that the
opposing party relies on the privileged communication as a claim or
defense or as an element of a claim or defense.” In re County of
Erie,
546
F.3d
222,
228
(2d
Cir.
2008);
accord
Leviton
Manufacturing Co. v. Greenberg Traurig LLP, No. 09 Civ. 8083, 2010
WL 4983183, at *4 (S.D.N.Y. Dec. 6, 2010); Aristocrat Leisure Ltd.
v. Duetsche Bank Trust Co. Americas, 727 F. Supp. 2d 256, 271
(S.D.N.Y. 2010) (collecting cases).
Assertion of an advice of
counsel defense is the “quintessential example” of an implied
waiver.
County of Erie, 546 F.3d at 228 (internal quotation marks
and citation omitted).
Similarly, a defendant asserting a good
faith defense that implicates its state of mind may also waive the
privilege.
Id.
at 228-29; see also Chen-Oster, 293 F.R.D. at 556
(collecting cases).
On the other hand, the fact that a privileged
communication may simply be relevant to a claim or defense is
insufficient to effect forfeiture of the privilege.
County of
Erie, 546 F.3d at 229.
ii.
Work Product Doctrine
The work product doctrine “shields from disclosure materials
prepared
‘in
anticipation
representative.
of
litigation’”
by
a
party
or
its
United States v. Adlman, 68 F.3d 1495, 1501 (2d
Cir. 1995) (quoting Fed R. Civ. P. 26(b)(3)).
7
It is designed to
protect “mental impressions, conclusions, opinions or theories
concerning the litigation.”
United States v. Adlman, 134 F.3d
1194, 1195 (2d Cir. 1998). A document is prepared “in anticipation
of litigation” if, “in light of the nature of the document and the
factual situation in the particular case, [it] can fairly be said
to have been prepared or obtained because of the prospect of
litigation.”
Id. at 1202 (internal quotation marks omitted).
Though it is often asserted that the work product doctrine
does not prevent disclosure of facts, see, e.g., 8 Charles A.
Wright, et al., Federal Practice and Procedure § 2023 (3d ed. 2010)
(“[T]he
work
product
concept
furnishe[s]
no
shield
against
discovery, by interrogatories or by deposition, of the facts that
the adverse party’s lawyer has learned.”), it may protect from
discovery notes taken by an attorney that reflect the results of an
investigation undertaken in anticipation of litigation.
See In re
Grand Jury Subpoena dated July 6, 2005, 510 F.3d 180, 183 (2d Cir.
2007) (holding that “fact work product may encompass factual
material,
including
the
result
of
a
factual
investigation”);
Chevron Corp. v. Donziger, No. 11 Civ. 691, 2013 WL 3294820, at *1
(S.D.N.Y. June 28, 2013) (“[The work product doctrine] rests in
part on the premise that each party to a lawsuit should do its own
work,
including
intruding
into
its
and
own
investigation
benefitting
adversary.”).
8
from
of
the
the
facts,
efforts
without
of
its
The work product doctrine is not absolute, however, and can be
overcome by a showing of substantial need for production of the
subject
materials
and
the
inability
information from other sources.
to
obtain
equivalent
See Adlman, 134 F.3d at 1197,
1204; In re Methyl Tertiary Butyl Ether (MTBE) Products Liability
Litigation, 293 F.R.D. 568, 574 (S.D.N.Y. 2013).
2.
Application
Before the issue of whether S&W is entitled to documents and
communications that are otherwise protected by attorney-client
privilege or work product doctrine even arises, the plaintiffs must
support their claim that such information is “relevant to the
defenses and counterclaims asserted by Augme.” (Pl. Memo. at 3);
Chen-Oster,
relevance
plaintiffs
293
is
F.R.D.
on
have
communications
or
at
561
the
party
not
(“The
provided
documents
seeking
burden
of
demonstrating
discovery.”).
sufficient
exchanged
Here,
explanation
between
Augme
the
of
why
and
its
attorneys are relevant to the claims, counterclaim, or affirmative
defenses that are still at issue in this case.
S&W claims that “Augme’s assertion of privilege results from
its filing of counterclaims for legal malpractice and breach of
contract, as well as proposed amended counterclaims adding breach
of implied covenant of good faith and fair dealing and breach of
fiduciary duty, against S&W.” (Plaintiff’s Reply in Support of its
Motion to Compel the Depositions of Richard Sybert and Tom Scott,
9
Attorneys for Augme Technologies, Inc., and for the Production of
Documents under FRCP 37 (“Reply”) at 3).
After Judge Daniels’
ruling, however, the only surviving counterclaim is for breach of
contract, and contrary to S&W’s interpretation, that counterclaim
focuses on S&W’s billing practices, not on any damages caused by
S&W’s representation that required correction by Goodwin Procter.
(First Amended Affirmative Defenses and Counterclaims).
Augme
continues to assert an affirmative defense of dismissal for good
cause based on S&W’s “failure to obtain or understand the relevant
evidence
needed
for
the
underlying
cases,
[]
drafting
of
incomprehensible briefs to the Court, [] unprofessional demeanor
during hearings, [] excessive billings, and [] mishandling of
experts.”
(First Amended Affirmative Defenses, ¶ 2).
But while
this defense may raise some of the same malpractice-related issues
as the dismissed counterclaim, it does not require proof of
causation
or
damages
that
would
implicate
Goodwin
Procter’s
corrective efforts.2
S&W nevertheless argues that the dismissal of the malpractice
2
In its belated submission to the Court, S&W alleges that
Augme has “inherently incorporate[d] the claims in the previously
proposed pleadings” in its amended affirmative defenses and
counterclaims. (Shaub 3/6/14 Letter). But the examples it cites
pertain to the breach of contract counterclaim, the dismissal for
good cause and breach of contract affirmative defenses, and other
language discussing the billing agreement and arguing that S&W’s
work for Augme was ineffective or valueless. Again, S&W fails to
establish how such language implicates privileged communications
between Augme and its attorneys.
10
claim does not alter the need to compel discovery of attorneyclient communications.
what
privileged
Although S&W does not articulate clearly
information
it
believes
is
relevant
and
discoverable, it focuses almost exclusively on disputes regarding
the
causation
and
damages
elements
of
the
(now
dismissed)
malpractice counterclaim. (Pl. Memo. at 5, 6-8, 19; Reply at 3, 67).
For example, it argues that the proposed amended malpractice
counterclaim (which Judge Daniels disallowed) “sheds light on the
types of arguments Augme intends to make at trial” (Pl. Memo. at 68), that the privileged communications are “inextricably merged”
with Augme’s claims that “it incurred legal fees to Goodwin Proctor
[sic] to fix S&W’s mistakes” including reopening of discovery and
an improperly hired expert, and that S&W now requires “billings or
documents showing what work was performed to attempt to fix S&W’s
alleged mistakes” (Pl. Memo. at 18-19).
None of this is relevant
to the surviving breach of contract counterclaim, and S&W fails to
identify
any
other
privileged
communications
or
work
product
material that would be relevant to Augme’s remaining counterclaims
or affirmative defenses.
In any event, even if S&W had established the relevance of the
documents and communications they seek, they have not demonstrated
that Augme waived the attorney-client privilege or that disclosure
is merited despite work product protection.
S&W relies heavily on
comparisons between this case and Bank Brussels Lambert v. Credit
11
Lyonnais (Suisse), S.A., 210 F.R.D. 506 (S.D.N.Y. 2002), to support
its claim that Augme has put the advice it received from Gordon &
Rees and Goodwin Procter at issue.
2-3).
(Pl. Memo. at 12-16; Reply at
Contrary to S&W’s assertion, however, Bank Brussels is not
“almost completely aligned with this current motion-related facts
[sic].”
(Pl. Memo. at 12).
In addition to pre-dating the Second
Circuit’s explanation of the reliance requirement in County of
Erie, Bank Brussels is clearly distinguishable from this case.
It
involved a “malpractice action[] against a law firm, where its
representation of the client overlaps and is simultaneous to
another firm’s representation of that client in the same matter.”
Bank Brussels Lambert, 210 F.R.D. at 511.
Additionally, the
plaintiff in that case relied on its in-house counsel and current
outside counsel to interpret the work done by its former counsel
(the defendant), all of whom were providing legal analyses and
advice to the plaintiff at the same time.
Id. at 510.
Here,
however, S&W did not substantially overlap or collaborate with
Goodwin Procter or Gordon & Rees. (First Amended Complaint, ¶¶ 2425 (alleging that S&W transferred files to Goodwin Procter but that
its “efforts to continue its requested coordination of efforts with
Goodwin Proctor [sic], and to assist with the litigation going
forward, were rejected by Goodwin Proctor [sic] and Augme” and that
S&W was “basically shut out of the case”).
And, as noted, there
are no longer any malpractice claims against S&W.
12
Furthermore, while Augme’s affirmative defense of dismissal
for good cause alleges that S&W misunderstood the underlying
litigation, S&W fails to show why it “needs to be provided the
facts proving that S&W’s alleged misunderstanding was wrong and the
facts supporting the allegedly ‘correct’ understanding of the
technology.”
(Reply at 6).
To the extent that Goodwin Procter or
Gordon & Rees provided analysis to Augme regarding what S&W did
wrong and how to do it correctly, such information is protected by
work product doctrine and S&W has not shown any substantial need
for such information or evidence that it is unable to get it from
a source other than communications between Augme and its attorneys.
Because
S&W
has
not
demonstrated
that
the
sought-after
communications are relevant, nor that they were relied upon as a
basis
for
the
remaining
breach
of
contract
counterclaim
or
remaining affirmative defenses, the motion to compel document
production is denied.
B.
Deposition of Counsel
1.
Legal Standard
“[D]epositions of counsel, even if limited to relevant and
non-privileged information, are likely to have a disruptive effect
on the attorney-client relationship and on the litigation of the
case.”
United States Fidelity & Guaranty Co. v. Braspetro Oil
Services Co., Nos. 97 Civ. 6124, 98 Civ. 3099, 2000 WL 1253262, at
*2 (S.D.N.Y. Sept. 1, 2000).
Thus, although depositions of
13
opposing counsel are not forbidden, they are disfavored.
In re
Subpoena Issued to Dennis Friedman, 350 F.3d 65, 71-72 (2d Cir.
2003) (citing United States v. Yonkers Board of Education, 946 F.2d
180, 185 (2d Cir. 1991)); Gropper v. David Ellis Real Estate, L.P.,
No. 13 Civ. 2068, 2014 WL 904483, at *1 (S.D.N.Y. March 4, 2014);
Lee v. Kucker & Bruh, LLP, No. 12 Civ. 4662, 2013 WL 680929, at *1
(S.D.N.Y. Feb. 25, 2013).
When determining whether to allow deposition of opposing
counsel,
the
Second
Circuit
has
directed
district
courts
to
“consider[] all of the relevant facts and circumstances” including
“the need to depose the lawyer, the lawyer’s role in connection
with the matter on which discovery is sought and in relation to the
pending litigation, the risk of encountering privilege and workproduct issues, and the extent of discovery already conducted.”
Friedman, 350 F.3d at 72; accord Gropper, 2014 WL 904483, at *2;
Lee, 2013 WL 680929, at *2.
2.
Application
Based on the factors discussed in Friedman, S&W fails to
provide sufficient justification for deposing Augme’s former and
current counsel.
As with the motion to compel document production,
S&W has not
demonstrated the relevance of the information it seeks to obtain in
the
requested
depositions
malpractice counterclaim.
in
light
of
the
dismissal
of
the
S&W has not identified any relevant
14
knowledge that counsel from Goodwin Procter or Gordon & Rees would
have about the issues that remain: S&W’s billing practices and its
performance in the underlying litigation.
The major impetus for S&W’s request to depose Mr. Scott and
Mr. Sybert seems to be the deposition testimony of Todd Wilson,
Augme’s Chairman of the Board.
(Pl. Memo. at 2; Reply at 4).
S&W
alleges that Mr. Wilson displayed knowledge of “highly technical”
aspects of the case and made “sweeping legal conclusions about
[Goodwin
Procter’s]
actions
after
S&W’s
withdrawal”
but
then
invoked attorney-client privilege when asked whether and how he
relied on the advice of Mr. Scott and Mr. Sybert in acquiring that
knowledge.
(Pl. Memo. at 2, 16-17; Reply at 4, 5, 8).
However,
Mr. Wilson’s deposition testimony and his invocation of attorneyclient privilege are largely irrelevant at this point.
S&W states that its deposition questions were intended to
probe the contents of a declaration signed by Mr. Wilson, which
Augme submitted in opposition to the summary judgment motion. (Pl.
Memo. at 16).
But that motion focused almost exclusively on the
legal malpractice counterclaim and was dismissed as prematurely
filed.
Indeed, the bulk of S&W’s questions during the deposition
were focused on the opposition to the motion for summary judgment
and the proposed first amended counterclaim, i.e., the malpractice
counterclaim.
To the extent that Mr. Wilson’s deposition touched on other
15
topics –- such as the elements of a patent infringement claim and
his knowledge that S&W had negotiated the engagement of an expert
witness in the underlying action (Pl. Memo. at 17) -- there is no
indication
that
the
privileged
information are at issue.
communications
relaying
this
If S&W is attempting to ascertain the
basis for Augme’s claims and defenses, it can do so at the
appropriate time by means of contention interrogatories.
As to the second factor, Augme’s attorneys were not deeply
involved in the substance of the issues remaining in this case.
There is no indication that Mr. Sybert’s involvement goes beyond
discussing the underlying litigation with his client and preparing
the pleadings.
(Def. Memo. at 9).
Mr. Scott, as an attorney at
Goodwin Procter who represented Augme in the underlying litigation
after S&W withdrew, was more involved and allegedly worked to
correct S&W’s mistakes.
However, because the legal malpractice
counterclaim has been dismissed and the focus is now on S&W’s
billing and whether Augme dismissed S&W for good cause, the only
relevant actions are the ones taken by S&W, not Goodwin Procter.
There is no indication that either attorney was involved in the
formation of the retainer between S&W and Augme, nor that they
participated in any crucial meetings or investigations or any other
matters that would put them in the position of fact witnesses to
the breach of contract counterclaim or the dismissal for good cause
defense.
On the other hand, Mr. Sybert is substantially involved
16
in the lit
current case, and Augme rightly notes that
ion of t
sk of prejudice, as it would implicate
deposing him carries a
(Def.
advocate-witness rule and could force his disqualification.
Memo. at 8-9).
This counsels against allowing the depositions.
Next, there is clearly a high risk of encountering attorneyclient privilege and work-product issues; S&W is explicitly asking
such information.
Finally, the parties are presently negotiating a protective
order for the
obviate
sclosure
what
little
some discovery mat
remaining
there
information sought from depositions
S&W
depositions
potential
failed
of
Mr.
disrupt
to
provide
Scott
and
could
that may
be
the
Augme's counsel.
any
compelling
Mr.
Sybert;
impact of depos
counsel, the motion to compel the
als
in
reason
for
the
light
of
the
Augme's prior and current
depositions is denied.
Conclusion
For the reasons discussed, the plaintiff's motion to compel
depositions
of
Mr.
Sybert
and
Mr.
Scott
and
to
compel
production of documents (Docket no. 85) is denied.
SO ORDERED.
FRANCIS IV
UNITED STATES MAGISTRATE JUDGE
17
the
Dated: New York, New York
March 13, 2014
Copies mailed this date:
Cassandra M. Tam, Esq.
David R. Shaub,
Lisbeth B. Merrill, Esq.
Shaub & Williams LLP
12121 Wilshire Blvd.
Suite 205
Los Angeles, CA 90025
Richard P. Sybert, Esq.
Yuo fong C. Amato, Esq.
Gordon & Rees LLP
101 West Broadway
Suite 2000
San Diego, CA 92101
Robert Modica, Jr., Esq.
Gordon & Rees LLP
90 Broad Street
23rd Floor
New York, NY 10004
18
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