Opinion
No. 342330
02-26-2019
MICHELE PISCHEA, M.A., LLP, C.A.A.D.C., Plaintiff/Counterdefendant-Appellant, v. ASSESSMENT AND RELATIONSHIP CENTER, LLC, and B. CRAIG SMITH, PH.D., Defendants/Counterplaintiffs-Appellees, and B. CRAIG SMITH AND ASSOCIATES, LTD., Defendant/Counterplaintiff.
If this opinion indicates that it is "FOR PUBLICATION," it is subject to revision until final publication in the Michigan Appeals Reports. UNPUBLISHED Ingham Circuit Court
LC No. 16-00089-CB Before: SWARTZLE, P.J., and MARKEY and RONAYNE KRAUSE, JJ. PER CURIAM.
Plaintiff appeals as of right a judgment awarding defendant Assessment and Relationship Center, LLC (ARC) $22,530 in damages. Plaintiff also appeals the trial court's earlier orders (1) dismissing plaintiff's claims against defendant B. Craig Smith, Ph.D. (Smith), in his personal capacity, and all of plaintiff's claims against ARC other than breach of contract and unjust enrichment; (2) dismissing plaintiff's remaining claims against ARC as a discovery sanction; and (3) granting summary disposition in favor of defendants as to their counterclaims. We would ordinarily find the trial court's discovery sanction excessive, but on the facts of this case, we affirm.
I. FACTS
The instant matter arose out of a breakdown in the parties' professional relationship. Smith is a licensed psychologist and a principal or member of ARC, which was a health care organization in the business of providing therapy services. Plaintiff is a limited license psychologist, and therefore required to work under the supervision of a licensed psychologist. Plaintiff entered into a "Clinical Supervision Agreement" with ARC for supervision, billing services, and office space. Plaintiff alleged that defendants stopped paying her, and after she made efforts to obtain payment, she ceased paying her rent and removed certain records.
Allegedly the sole member.
The agreement provided that:
. . . Craig Smith, Ph.D. of THE ASSESSMENT AND RELATIONSHIP CENTER, LLC. (ARC), will allow clinical services to the clinician, Michele Pischea and billing services to indicate on the bills of patients requiring supervision by a fully licensed psychologist and seen by Michele Pischea the following: Clinical Supervision: Craig Smith, Ph.D., LP. #6301014029; L.P.C. #6401006175.The agreement further provided, in relevant part, that: (1) plaintiff would lease an office for $950 a month, (2) plaintiff would meet with "ARC supervisors" monthly for supervision, (3) plaintiff would pay an ARC billing agent to deposit payments from her clients' insurers into an ARC account, (4) plaintiff would keep receipts and billing records, (5) the records of plaintiff's clients were the property of ARC, and (6) plaintiff was required to complete records before ARC paid her. The agreement covered the period from October of 2013 through September of 2017.
Plaintiff alleged that defendants ceased paying her in January of 2016. In August of 2016, Smith informed her that ARC had been dissolved. Plaintiff apparently asked Smith for outstanding payments, which she did not receive. In September of 2016, plaintiff informed Smith that she was terminating the parties' relationships. Plaintiff then commenced the instant action, alleging breach of contract, common-law and statutory conversion, breach of fiduciary duty, unjust enrichment, and fraudulent misrepresentation.
Defendants then counterclaimed for breach of contract and unjust enrichment, alleging that plaintiff had stopped making rent payments in 2015 and was $16,150.00 in arrears, and that plaintiff was in possession of ARC's property because she had retained her client files after terminating the parties' relationships. During discovery, plaintiff admitted that the files were the property of ARC and that they were in her possession, but she refused to produce them. Plaintiff admits on appeal that she stopped making her rent payments, but asserts that defendants owe her approximately $68,299.71.
Plaintiff contends that the files consist of "nothing more than my treatment notes" and complains that she was not allowed "to explain [her] reservations about producing the client files due to confidentiality issues."
Defendants moved for summary disposition, pursuant to MCR 2.116(C)(8) and (10), as to all of plaintiff's claims against Smith personally. Defendants argued that Smith had not been a party to the agreement in his personal capacity, had no relevant fiduciary duty, and was never personally in possession of any relevant funds; and also that the conversion claim had not been properly pleaded. Defendants argued that most of plaintiff's claims against ARC should be dismissed, other than the breach of contract and unjust enrichment claims. Defendants separately argued that the case should be dismissed as a sanction because plaintiff had taken the materials that defendants needed to defend the lawsuit, referring to the client records, and plaintiff would not comply with discovery requests for the records. Plaintiff never responded to defendant's motions.
By this time, B. Craig Smith and Associates, LTD, had been dismissed by stipulation.
At the motion hearing, plaintiff attempted to provide the trial court with various items of documentation and factual representations. Defendants argued that the trial court was not permitted to accept plaintiff's evidence pursuant to MCR 2.116(G)(1)(a), because plaintiff had not provided a response at least seven days prior to the hearing. Defendants also pointed out that plaintiff had attempted to provide billing records, not the client records that defendant sought. The trial court concluded that it could grant summary disposition under MCR 2.116(C)(10) "without any further analysis" due to plaintiff's failure to file a response. However, the trial court also concluded that, as defendants argued, (1) there was no contract with Smith personally, (2) the clinical supervision agreement did not create a fiduciary relationship, (3) no specific money had been identified as entrusted to or wrongfully taken by any individual, (4) plaintiff had not refuted Smith's affidavit that he never deposited money into his personal account, and (5) a promise to pay did not necessarily establish fraud. The trial court therefore granted defendants' motions for summary disposition.
Although plaintiff appeared in propria persona at this hearing, she was represented by counsel at all critical junctures and other times during the proceedings.
Regarding defendants' motion to dismiss the remaining two claims against ARC as a discovery sanction, the trial court stated:
With regard to the Motion to Compel Discovery and for Discovery Sanctions it is difficult to have discovery sanctions imposed. But in this case indeed there are files that are the property of ARC and that are in the Plaintiff's possession. And that has been a matter of record and it has been indicated to this Court at the scheduling conference by Counsel for Plaintiff[] that those items exist, the Plaintiff has them, and that they can be turned over to the Defendants, and yet they have not been. And so I can only conclude that this discovery violation is an actual willful act in violation of the Court's direction and in violation of what is rightfully the Defendant's. And it would be a different matter if there was some dispute over whether they existed, or whether the Plaintiff had them or had access to them. But again, we've had affirmation of all of those things. And again, I can
only conclude that this is a willful violation and a willful refusal to turn the files over. So, I will grant the sanctions as requested.The trial court later granted summary disposition in favor of defendants as to their counterclaims. Plaintiff contends that the trial court erred in granting all of the motions for summary disposition and in dismissing her remaining claims as a sanction for discovery violations.
Plaintiff was represented by counsel at that time.
I. STANDARD OF REVIEW
A trial court's determination of a motion for summary disposition is reviewed de novo. Ormsby v Capital Welding, Inc, 471 Mich 45, 52; 684 NW2d 320 (2004). When reviewing a motion brought under MCR 2.116(C)(10), the court considers the affidavits, depositions, pleadings, admissions, and other evidence submitted by the parties in the light most favorable to the non-moving party. Rose v Nat'l Auction Group, Inc, 466 Mich 453, 461; 646 NW2d 455 (2002). Summary disposition is appropriate if there is no genuine issue regarding any material fact and the moving party is entitled to judgment as a matter of law. Id. When reviewing a grant of summary disposition pursuant to MCR 2.116(C)(8), the pleadings alone are considered in testing the legal sufficiency of a claim. Feyz v Mercy Mem Hosp, 475 Mich 663, 672; 719 NW2d 1 (2006). "All well-pleaded factual allegations are accepted as true and construed in a light most favorable to the nonmovant." Maiden v Rozwood, 461 Mich 109, 119; 597 NW2d 817 (1999). The motion should be granted only when the claim is so clearly unenforceable as a matter of law that "no factual development could possibly justify recovery." Beaudrie v Henderson, 465 Mich 124, 130; 631 NW2d 308 (2001). This Court reviews a "decision to grant a default judgment for discovery abuses for an abuse of discretion." Kalamazoo Oil Co v Boerman, 242 Mich App 75, 89; 618 NW2d 66 (2000). The trial court abuses its discretion when it chooses an outcome outside the range of reasonable and principled outcomes. Maldonado v Ford Motor Co, 476 Mich 372, 388; 719 NW2d 809 (2006).
II. SUMMARY DISPOSITION
A. CONVERSION CLAIMS
Plaintiff alleged that defendants converted "any and all medical reimbursements from plaintiff's medical patients, collected in trust for the benefit of plaintiff," by refusing to pay them to plaintiff. "Common law conversion . . . consists of any 'distinct act of domain wrongfully exerted over another's personal property in denial of or inconsistent with the rights therein.' " Dep't of Agriculture v Appletree Marketing, LLC, 485 Mich 1, 13-14; 779 NW2d 237 (2010), quoting Foremost Ins Co v Allstate Ins Co, 439 Mich 378, 391; 486 NW2d 600 (1992). "Conversion may occur when a party properly in possession of property uses it in an improper way, for an improper purpose, or by delivering it without authorization to a third party." Appletree Marketing, LLC, 485 Mich at 14. The conversion occurs when an individual uses personal property in their possession without the authority to do so. Thoma v Tracy Motor Sales, Inc, 360 Mich 434, 438; 104 NW2d 360 (1960). The trial court granted defendants' motion for summary disposition regarding plaintiff's conversion claims based on MCR 2.116(C)(8), concluding that, based on the allegations in the complaint, plaintiff had not entrusted specific money to defendants and that plaintiff had consented to defendants possessing the money.
Plaintiff argues that the trial court erred by requiring an "entrustment" of money for conversion. However, in any "action for conversion of money, the defendant must have an obligation to return the specific money entrusted to his care." Head v Phillips Camper Sales & Rental, Inc, 234 Mich App 94, 111; 593 NW2d 595 (1999). "The defendant must have obtained the money without the owner's consent to the creation of a debtor and creditor relationship." Id. at 112. Here, plaintiff claims she is owed "medical reimbursements" from insurance companies, which ARC billed on her behalf and deposited into its own account prior to paying plaintiff. Consequently, the money was not previously plaintiff's personal property, and the parties had agreed to the deposition of the money into ARC's possession. Therefore, plaintiff was not able to demonstrate that defendants committed an "act of domain wrongfully exerted over another's personal property" in order to demonstrate a common law conversion. Thus, the trial court did not err in granting defendant's motion for summary disposition under MCR 2.116(C)(8) regarding plaintiff's claims for common law conversion.
Statutory conversion consists of knowingly "buying, receiving, possessing, concealing, or aiding in the concealment of stolen, embezzled, or converted property," MCL 600.2919a(1)(b), or "[a]nother person's stealing or embezzling property or converting property to the other person's own use." MCL 600.2919a(1)(a). Plaintiff did not plead that defendants stole, embezzled, or converted her property for their own use, because defendants received proceeds from the insurance companies for plaintiff's patients and did not distribute them. Plaintiff agreed by contract that ARC would collect the insurance proceeds that plaintiff's sessions generated, and the contract specified that ARC would pay insurance money to plaintiff. The trial court accurately stated that there was no "specific money" that was entrusted to defendants, and that merely retaining money that may be owed to plaintiff was not conversion.
Embezzlement requires that defendants acted with "a felonious or fraudulent intent," and a "failure to pay over moneys belonging to another, without a felonious intent, is not embezzlement." People v Douglass, 293 Mich 388, 391; 292 NW 341 (1940) (citation omitted). Because plaintiff's complaint did not plead defendant's fraudulent intent, and the contract identified that the insurance proceeds were properly held by ARC, plaintiff could not demonstrate embezzlement. Further, to demonstrate statutory conversion a plaintiff "must show that the defendant employed the converted property for some purpose personal to the defendant's interests," which was not pleaded in the complaint. Thus, the trial court did not err in granting defendant's motion for summary disposition under MCR 2.116(C)(8) regarding plaintiff's claims for statutory conversion.
B. FIDUCIARY DUTY
"[A] fiduciary relationship arises from the reposing of faith, confidence, and trust and the reliance of one on the judgment and advice of another." Teadt v Lutheran Church Missouri Synod, 237 Mich App 567, 580-581; 603 NW2d 816 (1999). There is a breach of fiduciary duty when a "position of influence has been acquired and abused, or when confidence has been reposed and betrayed." Id. at 581. This Court is hesitant "to allow a cause of action for breach of fiduciary duty in the context of interpersonal relationships . . . where no financial transactions are involved." Id. at 580-581. We agree with the trial court that we have found no authority supporting plaintiff's argument that Smith's supervision of her services and ownership of ARC creates a fiduciary duty. Rather, their relationship was contractual and limited to clinical supervision and billing services, rather than an interpersonal relationship in which plaintiff relied on defendants' influence for financial benefit. Defendants did not assume control over plaintiff to the extent that they incurred a duty to act for the benefit of plaintiff regarding money received from insurance companies. Accordingly, the trial court did not err in granting defendants' motion for summary disposition under MCR 2.116(C)(8) regarding plaintiff's claims for breach of fiduciary duty.
C. FRAUDULENT MISREPRESENTATION
Fraud is defined as "[a] knowing misrepresentation of the truth or concealment of a material fact to induce another to act to his or her detriment." People v Dewald, 267 Mich App 365, 383; 705 NW2d 167 (2005). A claim of fraud generally cannot be premised on a statement regarding future conduct, because "[f]uture promises are contractual and do not constitute fraud," unless the promise was made with no intention of fulfilling it. Hi-Way Motor Co v Int'l Harvester Co, 398 Mich 330, 336-339; 247 NW2d 813 (1976). Additionally, allegations of "fraud must be pleaded with particular facts." Nederlander v Nederlander, 205 Mich App 123, 128; 517 NW2d 768 (1994).
The trial court found no allegation by plaintiff that defendants had misstated a past or present fact, which plaintiff does not dispute. Plaintiff's complaint did state that defendants "misrepresented true facts knowing that they had no intention in carrying out their duty to reimburse plaintiff." However, plaintiff did not specify which facts were misrepresented, and she did not support the assertion that defendants knew they would not pay plaintiff. Thus, the trial court did not err in granting defendant's motion for summary disposition under MCR 2.116(C)(8) regarding plaintiff's claims for fraudulent misrepresentation.
D. UNJUST ENRICHMENT
The trial court's grant of summary disposition regarding plaintiff's unjust enrichment claim was only applicable to defendant Smith. "A claim of unjust enrichment requires the complaining party to establish (1) the receipt of a benefit by the other party from the complaining party and (2) an inequity resulting to the complaining party because of the retention of the benefit by the other party." Karaus v Bank of New York Mellon, 300 Mich App 9, 22-23; 831 NW 2d 897 (2012). Smith provided an affidavit stating that he did not deposit ARC's medical reimbursement checks into his personal account or "misappropriate medical reimbursement funds" for his own gain. Because Smith identified an issue for which he alleged no question of material fact, and provided evidentiary support for the motion, plaintiff was required to go forward with evidence showing a question of fact.
Plaintiff argues that she submitted a text from Smith affirming that he would reconcile the money that was owed to her, and an email stating that Smith's new business would issue payment for billings after ARC was dissolved. However, the electronic communications did not suggest that Smith held insurance reimbursement proceeds in his personal account or otherwise possessed the funds in a way that benefited him personally. Thus, the trial court did not err in granting Smith's motion for summary disposition under MCR 2.116(C)(10) regarding plaintiff's claim for unjust enrichment because plaintiff did not present a genuine issue of material fact that Smith personally possessed the insurance reimbursements.
E. BREACH OF CONTRACT
The trial court's grant of summary disposition regarding plaintiff's breach of contract claim was again only applicable to defendant Smith. To demonstrate a breach of contract, a plaintiff must demonstrate "the existence and terms of a contract, that the defendant breached its terms, and that the breach caused damages to the plaintiff." Van Buren Charter Twp v Visteon Corp, 319 Mich App 538, 554; 904 NW2d 192 (2017); Doe v Henry Ford Health Sys, 308 Mich App 592, 601-602; 865 NW2d 915 (2014). The trial court found that Smith had not been a party to the contract in his personal capacity.
The goal of contract interpretation "is to determine and enforce the parties' intent on the basis of the plain language of the contract." AFSCME v Detroit, 267 Mich App 255, 261-262; 704 NW2d 712 (2005). The parties' clinical supervision agreement was signed by both plaintiff and Smith. However, it was on ARC letterhead, and it referred to Smith as being "of" ARC, in the context of providing that Smith's name would appear as plaintiff's clinical supervisor. The remainder of the agreement specifies duties for plaintiff, "ARC supervisors," and "the ARC billing agent." Smith's affidavit stated that he signed the supervision contract as one of two members of ARC.
Because the agreement only references Smith in his capacity as a member of ARC, and the agreement's terms only specify actions for ARC and for plaintiff, it appears that Smith, as an individual, was not intended to be a party to the contract. Plaintiff admitted that she "entered into a clinical supervision agreement with the (ARC), and alleged that "[plaintiff contracted with defendant ARC to lease office space, to work under the supervision of" Smith, and "bill for those services." Thus, the trial court did not err in granting Smith's motion for summary disposition under MCR 2.116(C)(8) regarding plaintiff's claim for breach of contract against Smith.
F. ADDITIONAL DISCOVERY
Plaintiff argues that the trial court should not have granted summary disposition prior to the completion of discovery. Generally, a motion for summary disposition under MCR 2.116(C)(10) is premature when discovery on a disputed issue has not been completed. Colista v Thomas, 241 Mich App 529, 537; 616 NW 2d 249 (2000). However, summary disposition prior to the close of discovery is appropriate if there is no reasonable chance that further discovery will produce factual support for the nonmoving party. Colista, 241 Mich App at 538. Because plaintiff has not identified how further discovery would support these claims, the trial court did not err in granting defendants' motion for summary disposition regarding the claims of conversion, breach of fiduciary duty, and fraudulent misrepresentation, and the claims of breach of contract and unjust enrichment against Smith.
III. DISCOVERY SANCTION
Defendants filed a counterclaim alleging, in part, a count for "claim and delivery" because plaintiff had removed her client records from ARC after she terminated the contractual relationship. Defendants' attorney emailed plaintiff's then-attorney, requesting a return of those records. Defendants' subsequent discovery request for documents from plaintiff included billing and financial documents; however, it did not explicitly mention client records other than "all documents you rely on to establish your claim for monies owed to you by the (ARC)." Plaintiff admitted that she was in possession of the clinical records for the clients she had treated while under contract with ARC. Correspondence from defendants' attorney to plaintiff's attorney detailed a conversation at a scheduling conference where the parties apparently had agreed that plaintiff would provide the client files by June 1, 2017. Plaintiff's attorney responded with an email indicating that plaintiff would produce the documents "in a day or two."
On June 23, 2017, defendants filed a motion to compel discovery and request for discovery sanctions related to production of the client records. At the motion hearing, defendants clarified that the motion to compel was specifically related to the client records, because plaintiff had already provided billing reports, past due amounts, and rental receipts. The trial court granted defendants' motion to compel discovery based on the finding that plaintiff had represented to the trial court that she possessed the client files and could return them, but willfully had not complied with the trial court's "direction," apparently referring to the agreement reached at the scheduling conference. The trial court granted defendants' motion for discovery sanctions "as requested," which was clarified as dismissal of plaintiff's claims against defendants, including the claims already dismissed by summary disposition, and the two remaining claims for breach of contract and unjust enrichment against ARC.
Trial courts have "express authority" to direct and control the proceedings before them by issuing a variety of sanctions. Maldonado, 476 Mich at 376. Trial courts may, among other options, dismiss a proceeding or claim against a party who fails to comply with discovery. MCR 2.313(B)(2)(c). However, dismissing a claim for a discovery violation is an extremely drastic sanction that should rarely be a court's first resort. Rather, the trial court should first consider other possible options and a variety of factors to evaluate whether the violation had truly been egregious. Duray Dev, LLC v Perrin, 288 Mich App 143, 164-165; 792 NW2d 749 (2010); Thorne v Bell, 206 Mich App 625, 633; 522 NW2d 711 (1994). The sanction of dismissal is used in circumstances of "a flagrant and wanton refusal to facilitate discovery," and is typically accompanied by "a history of recalcitrance or deliberate noncompliance with discovery orders." Thorne, 206 Mich App at 633-634. One of several considerations for the court is "the prejudice to the defendant." Duray Dev, 288 Mich App at 165.
Under the particular facts and circumstances of this case, we are unable to conclude that the trial court's dismissal of plaintiff's breach of contract and unjust enrichment claims against ARC was an abuse of discretion. The materials that plaintiff failed to produce were the property of ARC pursuant to the contract plaintiff signed. In fact, plaintiff even admitted that the medical records were not owned by her but were in her possession. Furthermore, evidence from the record suggests this was both ongoing, and a knowing and willful attempt to subvert the discovery process. The requested records were necessary for defendants to defend against plaintiff's complaints. As a consequence of these aggravating characteristics, it is not outside the range of principled outcomes for the trial court to have dismissed these claims based on a discovery violation.
We need not address whether the sanction of dismissal was appropriate as to plaintiff's other claims, because they were independently dismissed pursuant to the trial court's grant of summary disposition, which we have already found proper.
IV. COUNTERCLAIM
Plaintiff also argues that the trial court erred by granting defendants' motion for summary disposition on their counterclaims. ARC argued that there was no dispute plaintiff had not paid 17 months of rent, and further argued that it would need to hire an expert to review the clinical records after their return to ensure compliance with various legal requirements. The trial court granted defendant's motion pursuant to MCR 2.116(C)(10), and issued a civil judgment against plaintiff in the amount of $22,450.00, representing $16,150.00 for unpaid rent and $6,300.00 to pay for an expert to review the records.
ARC had also made an unjust enrichment claim, but noted that it was only in the alternative. --------
Plaintiff agreed that she owed the rent, but argued that she should have been permitted to set that amount off against the money ARC owed to her. The trial court reasoned that plaintiff failed to properly document her entitlement to a setoff, noting that she could have submitted an affidavit or other evidence demonstrating that she had provided services in a specified amount. Plaintiff did not attach any documentation supporting a setoff to her brief in response to defendants' motion for summary disposition. However, she did submit billing information tending to show the amount she was owed with her motion for reconsideration of the trial court's first summary disposition order.
In general, a motion for summary disposition should be decided on the basis of the entire record. However, this Court has established that the trial court does not itself have an affirmative duty "to scour the lower court record in search of a basis for denying the moving party's motion." See Barnard Mfg Co v Gates Performance Engineering, Inc, 285 Mich App 362, 375-378; 775 NW2d 618 (2009). Consequently, "if a party refers to and relies on an affidavit, pleading, deposition, admission, or other documentary evidence, and that evidence is 'then filed in the action or submitted by the parties,' the trial court must consider it." Id. at 377-378. Nevertheless, the nonmoving party must "set forth specific facts showing that there is a genuine issue for trial" rather than to rely on pleadings. Id. at 377 (emphasis in original). Plaintiff did not attach documentation in support of setoff to her response to the motion for summary disposition or refer to the documentation attached to her prior motion Therefore, the trial court was not strictly obligated to conduct an independent, sua sponte search to determine whether any such documentation might have already been submitted.
Plaintiff also argues that the $6,300.00 in damages for reviewing the client records after their return was impermissibly speculative and absurd. Damages must be proved "with reasonable certainty," and "must not be conjectural or speculative in their nature, or dependent upon the chances of business or other contingencies." Doe v Henry Ford Health Sys, 308 Mich App 592, 601-602; 865 NW2d 915 (2014) (quotations and citations omitted).
In an affidavit, Smith explained that plaintiff had returned 185 client records, all of which must be reviewed to ensure that they were complete and in compliance with insurance requirements. He estimated that it would take 30 hours (at $25 per hour) for a trained professional to verify that insurance requirements were met, and 185 hours (at $30 per hour) for a trained professional to ensure that all clinical files were present and complete, for a total of $6,300. Plaintiff does not challenge these calculations, but rather whether they are a direct result of the breach. Defendants argued that the professional review was necessary because the records were not returned until after ARC was dissolved and no one remained to review the files. We find no error in concluding that the damages were a result of plaintiff's breach or that the amount was calculated with reasonable certainty.
V. CONCLUSION
In sum, the trial court properly granted defendants' motion for summary disposition of plaintiff's claims for conversion, breach of fiduciary duty, and fraudulent misrepresentation. The trial court also properly granted summary disposition of plaintiff's claims for breach of contract and unjust enrichment against Smith. The trial court properly granted summary disposition regarding defendants' counterclaims. We find the trial court's dismissal of plaintiff's remaining claims against ARC as a sanction for discovery violation to be harsh, but we are not able to conclude that it was an abuse of the trial court's discretion under the circumstances of this case.
Affirmed. Defendants, being the prevailing parties, may tax costs. MCR 7.219(A).
/s/ Brock A. Swartzle
/s/ Jane E. Markey
/s/ Amy Ronayne Krause