Piazza v. County of Luzerne et al

Filing 25

MEMORANDUM (Order to follow as separate docket entry)For the reasons discussed above, Defendants Luzerne County and Robert Lawtons Motion to Dismiss (Doc. 15) is granted in part and denied in part. The motion is granted only as to Plaintiffs Wrongfu l Termination claims in Counts V and VI in the First Amended Complaint. All other claims in Plaintiffs First Amended Complaint go forward. An appropriate Order is filed simultaneously with this Memorandum. Signed by Honorable Richard P. Conaboy on 2/3/14. (cc)

UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
LEONARD PIAZZA, III,

:
:CIVIL ACTION NO. 3:13-CV-1755
Plaintiff,
:
:(JUDGE CONABOY)
v.
:
:
COUNTY OF LUZERNE and
:
ROBERT LAWTON,
:
:
Defendants.
:
:
___________________________________________________________________
MEMORANADUM
Here we consider Defendants Luzerne County and Robert Lawton’s
Motion to Dismiss (Doc. 15) with which Defendants seek to dismiss
Plaintiff’s First Amended Complaint (Doc. 11).

The incident

underlying Plaintiff’s 42 U.S.C. § 1983 action is his termination
from his position as Luzerne County Director of Elections, Chief
Registrar and Clerk on April 10, 2013.

(Doc. 11 ¶¶ 10, 58-59.)

For the reasons discussed below, we conclude Defendants’ motion is
properly granted in part and denied in part.
I. Background1
Beginning in April 2004, Plaintiff held the position of the
Director of Elections, Chief Registrar and Clerk in Luzerne County,
Pennsylvania.
1

(Doc. 11 ¶ 10.)

He had previously served as the

The factual background is derived from Plaintiff’s First
Amended Complaint (Doc. 11) and brief opposing Defendants’ motion
(Doc. 19). Phillips v. County of Allegheny, 515 F.3d 224, 233 (3d
Cir. 2008) (Courts are to “accept all factual allegations as true,
construe the complaint in the light most favorable to the
plaintiff, and determine, under any reasonable reading of the
complaint, the plaintiff may be entitled to relief.”)

Deputy Director of Elections beginning in August 2002.

(Doc. 11 ¶

11.)
On April 5, 2012, Plaintiff was called to the office of Robert
Lawton, the County Manager for Luzerne County. (Doc. 11 ¶¶ 7, 50.)
Plaintiff was accused of violating the civil rights of Walter L.
Griffith, Jr., who was the Luzerne County Controller at the time,
having been elected in November 2009.

(Doc. 11 ¶¶ 40, 42, 51.)

Approximately one week before the meeting, on March 30, 2012,
Plaintiff had requested certain campaign finance information from
Griffith and the Committee to Elect Walter L. Griffith (Controller)
for purposes of examination.

(Doc. 11 ¶ 46.)

The written request

specifically identified that it was being made consistent with
Section 1639 of the Pennsylvania Election Code, 25 P.S. § 3259.
(Id.)

At the same time, Plaintiff sent the Griffith request by e-

mail to the Luzerne County Board of Elections and Registration and
Michael I. Butera, Esq., solicitor to the Luzerne County Board of
Elections and Registration.

(Doc. 11 ¶ 47.)

Griffith had run for other elective offices prior to his
election as a Luzerne County Controller in 2009.

(Doc. 11 ¶ 43.)

In the course of various campaigns, Griffith “had been noncompliant with Pennsylvania Campaign Finance Laws pursuant to the
Pennsylvania Election Code by late filings, missing information
from reports, and failure to follow reporting instructions.”
11 ¶ 43.)
2

(Doc.

On March 31, 2012, Plaintiff requested certain campaign
finance information from the First District Democratic Committee,
Political Party Committee, addressed to Joseph A. Zoba for purposes
of an examination.

(Doc. 11 ¶ 48.)

The written request

specifically identified that it was being made consistent with
Section 1639 of the Pennsylvania Election Code, 25 P.S. § 3259.
(Id.)
On March 31, 2012, Griffith notified Plaintiff that he would
not comply with Plaintiff’s request for information.
49.)

(Doc. 11 ¶

Griffith contemporaneously informed Defendant Lawton, Luzerne

County Solicitor Vito DeLuca, Assistant Luzerne County Solicitor
“(and putative solicitor to the Luzerne County Board of
Elections),” Michael Butera, Esq.

(Doc. 11 ¶ 49.)

Attorneys Butera and DeLuca were present at the April 5, 2012,
meeting in Defendant Lawton’s office, as was Luzerne County Human
Resources Manager Andrew Check.

(Doc. 11 at 50.)

Aside from the

accusation that Plaintiff had violated Controller Griffith’s civil
rights, no other matters pertaining to Plaintiff were raised at the
meeting.

(Doc. 11 ¶ 54.)

At the direction of Defendant Lawton on

behalf of Defendant Luzerne County, Check informed Plaintiff that
he was being placed on administrative leave.

(Doc. 11 ¶ 55.)

Plaintiff was terminated from his employment on April 10,
2012, for the reasons communicated to him at the April 5th meeting.
(Doc. 11 ¶ 58.)

The Luzerne County Board of Elections was not
3

consulted about Plaintiff’s status or performance, nor was it
consulted regarding his placement on administrative leave and
termination.

Before the April 5th

(Doc. 11 ¶¶ 57, 60, 61.)

meeting, Defendants had not criticized Plaintiff’s performance of
his duties.

(Doc. 11 ¶ 66.)

The Luzerne County Board of Elections “was, and is, empowered
to ‘Make from time to time inquiries and field investigations with
respect to reports and statements filed under [the Election Code]
and with respect to alleged failures to file any report or
statement required under the provisions of [the Election Code].’”
(Doc. 11 ¶ 36 (quoting 25 P.S. § 3259).)

Before January 1, 2012,

Plaintiff did make such inquiries in the course of his duties as
Director of Elections.

(Doc. 11 ¶ 38.)

The inquiries and field

investigations Plaintiff performed before January 1, 2012, were
done with the knowledge and consent of the Luzerne County Board of
Elections in furtherance of the statutory duties to assure that
candidates and campaign committees complied with the Pennsylvania
Election Code.

(Doc. 11 ¶ 39.)

Plaintiff had no political affiliation with any candidate or
office holder.

(Doc. 11 ¶ 53.)

Defendant Lawton was politically

affiliated with Controller Griffith.

(Doc. 11 ¶ 51.)

Plaintiff’s successor, Maria Crispell, has failed to perform
the duties of the Director of Elections in numerous ways.
§ 67 (identifying eight (8) examples).)
4

(Doc. 11

Defendants have taken no

disciplinary or employment action against her.

(Doc. 11 ¶ 68.)

On

June 13, 2013, David Pedri, Esq., Luzerne County Solicitor (who
replaced Attorney DeLuca), stated at a news conference regarding
errors made by Crispell during the 2013 primary elections that any
disciplinary action to be taken against her “‘was more for the
board of elections at this time.’”

(Doc. 11 ¶ 70.)

Plaintiff filed a Complaint in this Court on June 25, 2013.
(Doc. 1.)

Defendants filed Defendants Luzerne County and Robert

Lawton’s Motion to Dismiss (Doc. 5) on August 29, 2013.

Plaintiff

filed the First Amended Complaint (Doc. 11) on September 23, 2013.
The First Amended Complaint contains six counts: Count I 42 U.S.C.
§ 1983 Association claim pursuant to the First and Fourteenth
Amendments of the United States Constitution against both
Defendants; Count II 42 U.S.C. § 1983 Equal Protection claim
pursuant to the First and Fourteenth Amendments of the United
States Constitution against both Defendants; Count III Association
claim pursuant to the Constitution of the Commonwealth of
Pennsylvania against Defendant Luzerne County; Count IV Equal
Protection claim pursuant to the Constitution of the Commonwealth
of Pennsylvania against Defendant Luzerne County; Count V Wrongful
Termination claim pursuant to the Constitution of the Commonwealth
of Pennsylvania against Defendant Luzerne County; Count VI Wrongful
Termination claim pursuant to Pennsylvania statutes and common law.
(Doc. 11; Doc. 19 at 10.)
5

Defendants filed the motion at issue here, Defendants Luzerne
County and Robert Lawton’s Motion to Dismiss (Doc. 15), on October
15, 2013.

Defendants filed their supporting brief (Doc. 18) on

October 28, 2013, and Plaintiff filed his opposition brief (Doc.
19) on November 14, 2013.
21) on December 2, 2013.

Defendants filed their reply brief (Doc.
Plaintiff filed a sur-reply brief (Doc.

24) on December 20, 2013, after receiving leave of court to do so
(Doc. 23).

Therefore, this matter is fully briefed and ripe for

disposition.
II. Discussion
A.

Motion to Dismiss Standard
In a motion to dismiss for failure to state a claim, the

defendant bears the burden of showing that no claim has been
presented.

Hedges v. United States, 404 F.3d 744, 750 (3d Cir.

2005) (citing Kehr Packages, Inc. v. Fidelcor, Inc., 926 F.2d 1406,
1409 (3d Cir. 1991)).

Courts are directed to “accept all factual

allegations as true, construe the complaint in the light most
favorable to the plaintiff, and determine whether, under any
reasonable reading of the complaint, the plaintiff may be entitled
to relief.”

Phillips v. County of Allegheny, 515 F.3d 224, 233 (3d

Cir. 2008).

When reviewing a complaint pursuant to a defendant’s

motion to dismiss for failure to state a claim filed under Federal
Rule of Civil Procedure 12(b)(6), the court does so in the context
of the requirement of Federal Rule of Civil Procedure 8(a)(2) which
6

requires only “a short and plain statement of the claims showing
that the pleader is entitled to relief.”

The “short and plain

statement” must be sufficient to “give the defendant fair notice of
what the plaintiff’s claim is and the grounds upon which it rests.”
Conley v. Gibson, 355 U.S. 41, 47 (1957), abrogated on other
grounds by Bell Atlantic Corp. v. Twombly, 550 U.S. 433 (2007).
Twombly confirmed that more is required than “labels and
conclusions, and a formulaic recitation of the elements of a cause
of action will not do.”

550 U.S. at 555 (citing Papasan v. Allain,

478 U.S. 265, 286 (1986) (on a motion to dismiss, courts “are not
bound to accept as true a legal conclusion couched as a factual
allegation”)).

“Factual allegations must be enough to raise a

right to relief above the speculative level on the assumption that
all allegations in the complaint are true (even if doubtful in
fact).”

550 U.S. at 555 (citations omitted).

In McTernan v. City of York, 577 F.3d 521, 530 (3d Cir. 2009),
the Third Circuit Court of Appeals set out the standard applicable
to a motion to dismiss in light of the United States Supreme
Court’s decisions in Twombly, 550 U.S. 433 (2007), and Ashcroft v.
Iqbal, 556 U.S. 662, 129 S. Ct. 1937 (2009).
“[T]o survive a motion to dismiss, a
complaint must contain sufficient factual
matter, accepted as true to ‘state a claim
that relief is plausible on its face.’”
Iqbal, 129 S.Ct. at 1949 (citing Twombly, 550
U.S. at 570). The Court emphasized that
“only a complaint that states a plausible
7

claim for relief survives a motion to
dismiss.” Id. at 1950.
McTernan, 577 F.3d at 530.

Iqbal explained that “[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.
McTernan discussed the effects of Twombly and Iqbal in detail
and provided a road map for district courts presented with a motion
to dismiss for failure to state a claim in a case filed just a week
before McTernan, Fowler v. UPMC Shadyside, 578 F.3d 203 (3d Cir.
2009).
[D]istrict courts should conduct a two-part
analysis. First, the factual and legal
elements of a claim should be separated. The
District Court must accept all of the
complaint’s well-pleaded facts as true, but
may disregard any legal conclusions. [Iqbal,
129 S. Ct. at 1949.] Second, a District
Court must then determine whether the facts
alleged in the complaint are sufficient to
show that the plaintiff has a “plausible
claim for relief.” Id. at 1950. In other
words, a complaint must do more than allege a
plaintiff’s entitlement to relief. A
complaint has to “show” such an entitlement
with its facts. See Philips [v. Co. of
Alleghany], 515 F.3d [224,] 234-35 [(3d
Cir.2008 )]. As the Supreme Court instructed
in Iqbal, “[w]here the well-pleaded facts do
not permit the court to infer more than the
mere possibility of misconduct, the complaint
has alleged--but it has not ‘show[n]’--‘that
the pleader is entitled to relief.’” Iqbal,
129 S. Ct. at 1949. This “plausibility”
determination will be “a context-specific
8

task that requires the reviewing court to
draw on its judicial experience and common
sense.” Id.
Fowler, 578 F.3d at 210-11.
The Circuit Court’s guidance makes clear that legal
conclusions are not entitled to the same deference as well-pled
facts.

As noted above, “the court is ‘not bound to accept as true

a legal conclusion couched as a factual allegation.’”

Guirguis v.

Movers Specialty Services, Inc., No. 09-1104, 2009 WL 3041992, at
*2 (3d Cir. Sept. 24, 2009) (quoting Twombly, 550 U.S. at 555) (not
precedential).
Finally, the district court must extend the plaintiff an
opportunity to amend before dismissing a complaint unless amendment
would be inequitable or futile.

See Grayson v. Mayview State

Hosp., 293 F.3d 103, 108 (3d Cir. 2002).
B.

Defendants’ Motion

1.

42 U.S.C. § 1983 Association Claim
Defendants first assert Plaintiff’s First and Fourteenth

Amendment right of association claim must be dismissed because the
activities Plaintiff alleges he engaged in were part of his
employment duties which are not protected.

(Doc. 18 at 4-7.)

We

conclude Defendants have not met their burden of showing that
Plaintiff cannot prevail on this claim.
Defendants portray the activities as “Plaintiff’s inquiries
and investigations into Controller Griffith, ‘performed in the
9

course of [Plaintiff’s] duties as Director of Elections,’ and done
‘consistent with Section 1639 of the Pennsylvania Code, 25 P.S.
§3259.’”

(Doc. 18 at 6 (citing Doc. 11 ¶¶ 39-48).)

Plaintiff

avers that he was terminated after he engaged in the activities
identified by Defendants.

(Doc. 11 ¶¶ 46-59.)

He states he was

terminated because of his “lack of political affiliation with Mr.
Griffith and his failure to forbear from performing his statutory
duties with regard to Mr. Griffith as a political candidate.”
(Doc. 11 ¶ 71.)

Plaintiff identifies the constitutionally

protected conduct as “declining to give allegiance to public
officials, political parties, and political factions in power in
the County of Luzerne, and, in particular, to Mr. Griffith.”
11 ¶ 72.)

(Doc.

Although Defendants recognize this averment (Doc. 18 at

4), their analysis focuses only on the performance of Plaintiff’s
activities related to Controller Griffith.

(Doc. 18 at 4-7; Doc.

21 at 1-7.)
In Galli v. New Jersey Meadowlands Commission, 490 F.3d 265
(3d Cir. 20007), our Circuit Court reviewed Supreme Court and Third
Circuit precedent and concluded that “a public employee, not in a
policymaking position, may not be fired for failing to support the
political party or candidate in power.”

490 F.3d at 274.

In

Galli, the plaintiff presented some evidence that she did not
support the Democratic party or governor and the Court concluded
“[w]hether her failure to support is evidenced by a decision to
10

support a competing candidate or party, or by a decision to be
apolitical and support no candidate or party, it is
constitutionally protected.”

Id.

Here, Defendant does not accurately portray or analyze the
conduct alleged to be protected.

Plaintiff’s claim that he

declined to give allegiance to officials, parties, or political
factions in power (Doc. 11 ¶ 72) is within the Galli description of
constitutionally protected conduct.
This type of First Amendment political discrimination claim is
analyzed using a three-part test.

Galli, 490 F.3d at 271; see also

Montone v. City of Jersey City, 709 F.3d 181, 189 (3d Cir. 2013.
To make out a prima facie case, a plaintiff must show the
following: 1) he was employed at a public agency in a position that
does not require political affiliation; 2) he was engaged in
constitutionally protected conduct; and 3) this conduct was a
substantial or motivating factor in the government’s employment
decision.

Galli, 490 F.3d at 271 (citation omitted).

Once a

plaintiff makes this showing, a defendant “may avoid a finding of
liability by proving by a preponderance of the evidence that the
same employment action would have been taken even in the absence of
the protected activity.”

Id. (citing Stephens v. Kerrigan, 122

F.3d 171, 176 (3d Cir. 1997); Mt. Healthy City Sch. Dist. Bd. of
Educ. v. Doyle, 429 U.S. 274, 287 (1977)).
Defendants do not address Plaintiff’s 42 U.S.C. § 1983
11

association claim within this legal framework.

However, in the

course of their argument, Defendants address the second prong of
the three-part test, and, as noted above, incorrectly identify the
protected conduct.

Defendants make no argument that Plaintiff’s

decision not to give allegiance to officials, parties, or political
factions in power is not protected.

(Doc. 11 ¶ 72.)

Thus,

Defendants’ motion to dismiss Plaintiff’s 42 U.S.C. § 1983
association claim must be denied.
2.

42 U.S.C. § 1983 Equal Protection Claim
Defendants next argue that Plaintiff’s 42 U.S.C. § 1983 Equal

Protection Claim must be dismissed because he cannot satisfy the
requirements of such a claim on any basis recognized.
7-12.)

(Doc. 18 at

We conclude Defendants have not met their burden of showing

that Plaintiff cannot prevail on this claim.
Under the Fourteenth Amendment, no state shall “deny to any
person within its jurisdiction the equal protection of the laws.”
U.S. Const. amend. XIV, § 1.

The Supreme Court has stated that

this is “essentially a direction that all persons similarly
situated should be treated alike.”

City of Cleburne, Tex. v.

Cleburne Living Center, 473 U.S. 432, 439 (1985) (citing Plyler v.
Doe, 457 U.S. 202, 216 (1982)).

To state a § 1983 claim based on a

violation of the Equal Protection Clause, a plaintiff “must allege
that he has been treated differently because of his membership in a
suspect class or his exercise of a fundamental right, or that he
12

has been treated differently from similarly-situated others and
that this different treatment was not rationally related to a
legitimate state interest.”

Young v. New Sewickly Township, 160 F.

App’x 263, 266 (3d Cir. 2005) (not precedential) (citing City of
Cleburne, 473 U.S. 432).

Our Circuit Court has explained that “an

equal protection claim can be made out even absent membership in a
protected group based on a disparate treatment of a ‘class of
one.’”

Kasper v. County of Bucks, 514 F. App’x 210, 215 n.3 (3d

Cir. 2013) (not precedential) (citing Village of Willowbrook v.
Olech, 528 U.S. 562, 565 (2000)).

Kasper also notes that “the

Supreme Court has qualified that ‘the class-of-one theory of equal
protection has no application in the public employment context.’”
Id. (quoting Engquist v. Oregon Dep’t of Agriculture, 553 U.S. 591,
607 (2008)).
Defendants maintain that Plaintiff has not asserted he is a
member of a suspect class and any claim based on the exercise of a
fundamental right must fail because his First Amendment Association
claim fails.

(Doc. 18 at 8-9.)

Defendants also argue that

Plaintiff cannot prevail on a “class of one” theory because this
type of action cannot be brought in an employment context.

(Doc.

18 at 10 (citing Engquist v. Oregon Dep’t of Agriculture, 553 U.S.
591, 605 (2008)).
We agree Plaintiff has not asserted that he is a member of a
suspect class.

However, based on our analysis of Plaintiff’s First
13

Amendment association claim and finding that dismissal of this
claim is not appropriate, Plaintiff’s equal protection claim does
not fail on the ground that his First Amendment association claim
fails.
Plaintiff maintains that his equal protection claim may also
proceed because he is a “member of the class of persons not
politically affiliated with Mr. Griffith.”

(Doc. 19 at 19.)

Defendants respond that such a claim would be subject to dismissal
because it would be subject to rational review and Plaintiff did
not aver facts sufficient to overcome the presumption of
rationality that applies to this type of class.

(Doc. 21 at 8

(citing Brace v. County of Luzerne, 873 F. Supp. 2d 616, 630 (M.D.
Pa. 2012); Cradle of Liberty Council, Inc. v. City of Phila., No.
08-2429, 2008 WL 4399025, at *6-7 (E.D. Pa. Sept. 25, 2008); Flying
J Inc. v. City of New Haven, 549 F.3d 538, 546 (7th Cir. 2008)).)
Defendants argue that, on the contrary, Plaintiff has set out the
rational basis for Defendant’s decision: “Plaintiff alleges
Defendants terminated him because of their accusation that he was
violating the civil rights of Mr. Griffith.”
(citing Doc. 11 ¶¶ 51, 58.)

(Doc. 21 at 10

With this argument, Defendants

inferentially appear to accept that the class identified by
Plaintiff and allegations of disparate treatment by government
officials on the basis of memberhsip in that class which lack a
rational basis may provide the grounds for an equal protection
14

claim.
“[A] classification neither involving fundamental rights nor
proceeding along suspect lines is accorded a strong presumption of
validity. . . . Such a classification cannot run afoul of the Equal
Protection Clause if there is a rational relationship between the
disparity of treatment and some legitimate governmental interest.”
Heller v. Doe by Doe, 509 U.S. 312, 320 (1993) (citations omitted).
Plaintiff avers that he was acting in accordance with his
statutory duties when Defendants terminated him for violating
Griffith’s constitutional rights and they did so because he did not
support Defendant Lawton and Controller Griffith, i.e., he was a`
member of a class of persons not politically affiliated with
Controller Griffith.

(Doc. 19 at 19-20.)

Assuming this to be true for purposes of Defendants’ motion to
dismiss, the proper inquiry is whether there was some legitimate
governmental interest in treating persons not affiliated with
Controller Griffith differently from those who were.

Defendants do

not address this aspect of Plaintiff’s equal protection claim.
Therefore, dismissal of the claim is inappropriate on this basis as
well.
3.

Wrongful Termination
Defendants argue that Plaintiff’s Wrongful Termination claim

must be dismissed because it is barred by the Political Subdivision
Tort Claims Act.

We agree.
15

The Political Subdivision Tort Claims Act (“PSTCA”), 42 Pa.
C.S. § 8541 et seq., provides that “no local agency shall be liable
for any damages on account of any injury to a person or property
caused by any act of the local agency or an employee thereof or any
other person” except as otherwise provided in the subchapter.
Pa. C.S. § 8541.

42

Section 8542 provides for exceptions to the

governmental immunity.
(a) Liability imposed.–-A local agency shall
be liable for damages on account of an injury
to a person or property within the limits set
forth in this subchapter if both of the
following conditions are satisfied and the
injury occurs as a result of one of the acts
set forth in subsection (b):
(1) The damages would be recoverable
under common law or a statute creating a
cause of action if the injury were caused by
a person not having available a defensne
under section 8541 (relating to governmental
immunity generally) or section 8546 (relating
to defense of official immunity); and
(2) The injury was caused by the
negligent acts of the local agency or an
employee thereof acting within the scope of
his office or duties with respect to one of
the categories listed in subsection (b). As
used in this paragraph, “negligent acts”
shall not include acts or conduct which
constitutes a crime, actual fraud, actual
malice or willful misconduct.
42 Pa. C.S. § 8542(a).

Subsection (b) provides for the following

eight categories of exceptions: (1) vehicle liability; (2) care,
custody or control of personal property; (3) real property; (4)
trees, traffic control and street lighting; (5) utility service
16

facilities; (6) streets; (7) sidewalks; and (8) care, custody or
control of animals.

42 Pa. C.S. § 8542(b).

“State and federal courts applying the PSTCA have repeatedly
held that wrongful termination is a common law tort claim that does
not fall within the exceptions to immunity laid out in § 8542.”
Saleem v. School District of Philadelphia, Civil Action No. 123193, 2013 WL 140613 (E.D. Pa. Jan. 11, 2013) (internal quotation
omitted) (listing cases).
Based on a plain reading of the statute and relevant legal
authority, we conclude Plaintiff’s claim for wrongful termination
is properly dismissed.

Therefore, Defendants’ motion is granted as

to Counts V and VI of the First Amended Complaint.
III. Conclusion
For the reasons discussed above, Defendants Luzerne County and
Robert Lawton’s Motion to Dismiss (Doc. 15) is granted in part and
denied in part.

The motion is granted only as to Plaintiff’s

Wrongful Termination claims in Counts V and VI in the First Amended
Complaint.

All other claims in Plaintiff’s First Amended Complaint

go forward.

An appropriate Order is filed simultaneously with this

Memorandum.

S/Richard P. Conaboy
RICHARD P. CONABOY
United States District Judge
DATED: February 3, 2014
17