Opinion
No. 348263
02-18-2020
OAKLAND COUNTY, Plaintiff-Appellee, v. THE BROWN ROAD GROUP, LLC, OSCAR E. STEFANUTTI, WILLIAM D. WIDMYER, FRED GORDON, STEFANUTTI FAMILY LIMITED PARTNERSHIP, REFCO, INC, DUTTON CORPORATE CENTRE, and DUTTON RETAIL CENTRE SOUTH, Defendants, and LAW OFFICES OF FRED GORDON, PC, Garnishee Defendant-Appellant.
If this opinion indicates that it is "FOR PUBLICATION," it is subject to revision until final publication in the Michigan Appeals Reports. UNPUBLISHED Oakland County Circuit Court
LC No. 2010-106811-CK Before: MURRAY, C.J., and SWARTZLE and CAMERON, JJ. PER CURIAM.
Garnishee defendant, Law Offices of Fred Gordon, PC ("the law office"), appeals a January 30, 2019 judgment in favor of plaintiff Oakland County in the amount of $891,810.03. The January 30, 2019 judgment was entered following a bench trial. The law office also appeals the trial court's decision to deny its motion for a new trial. We reverse and remand for further proceedings consistent with this opinion.
I. FACTS AND PROCEDURAL HISTORY
On December 7, 2004, Oakland County entered into a loan agreement and promissory note with defendant Brown Road Group, LLC. Defendant Fred Gordon ("Gordon"), who was Brown Road Group's manager at the time, signed the contract on behalf of Brown Road Group. The loan was in the amount of $700,000. Defendants Gordon, Oscar E. Stefanutti, William D. Widmyer, Stefanutti Family Limited Partnership, and Refco, Inc., guaranteed the loan. The loan was defaulted, and Oakland County filed a complaint for breach of contract against Brown Road Group, Gordon, Stefanutti, Widmyer, Stefanutti Family Limited Partnership, and Refco, Inc. ("defendants"). The complaint alleged that Oakland County was entitled to the principal balance of $665,000, as well as attorney fees and costs. Defendants answered the complaint and denied liability. The trial court ultimately granted summary disposition in favor of Oakland County and entered a judgment in the amount of $791,047.04 against defendants, jointly and severally. Thereafter, Oakland County unsuccessfully attempted to collect on the judgment.
On May 26, 2017, a periodic writ of garnishment was issued on the law office. The writ reflected that Oakland County had an underlying judgment against Gordon in the amount of $791,047.04. With interest, the amount of the unsatisfied judgment was $891,810.03. On June 5, 2017, the law office mailed a garnishment disclosure to Oakland County. The disclosure indicated that the law office was not obligated to pay Gordon for the period of the writ because he was not employed by the law office. The disclosure was signed by Gordon, as the president of the law office.
Periodic writs of garnishment were also issued on the law office on November 16, 2015 and June 16, 2016. However, those writs of garnishment are not subject to the issues on appeal.
At some point, Oakland County served the law office with interrogatories. In its answers, the law office stated that Gordon had "never been employed" by the law office and denied that Gordon had ever provided services to the law office as an independent contractor. The law office denied that it had issued a W-2 form or a 1099 form to Gordon at any time in the past and indicated that Gordon did "not hold an ownership interest in" the law office. However, the law office indicated that Gordon visited the law office on a regular basis and made administrative decisions on behalf of the law office. The answers to the interrogatories further reflected that the law office made "loans" to Gordon by paying "his medical insurance, life insurance and certain bills." The law office also paid for Gordon's "automobile, travel, medical expenses and entertainment expenses by payment of [Gordon's] credit card charges and reimbursement of expenses." Gordon, as the law office's president, signed the answers to the interrogatories.
Because there was a dispute as to the law office's liability, the trial court held a bench trial. Gordon and Ted Funke, the managing partner of the accounting firm that provided accounting services to Gordon and to the law office, testified at trial. Gordon's testimony was consistent with the information contained in the answers to the interrogatories. Additionally, at trial, Gordon testified that he established the law office in the 1970s and that the law office was owned by Refco, Inc., which is a company that Gordon owns. Gordon acknowledged that he used an e-mail address that was associated with the law office, that he listed the law office as his business office on the State Bar of Michigan website, and that it was possible that "some" law office advertisements referred to him. Nonetheless, Gordon maintained that he did not receive compensation from the law office and that payments made to him by the law office were loans.
Funke testified that his firm had represented the law office and Gordon individually since 2012. Based on the information provided to him, Funke testified that Gordon had never received income from the law office and was not an employee of the law office. Funke further testified that, based on information provided to him, the law office did not owe any money to Gordon; instead, Gordon owed money to the law office for loans that the law office had made to him. Evidence concerning the amount of money that the law office paid to Gordon and the amount of money that Gordon allegedly owed the law office was not entered into evidence.
On January 30, 2019, the trial court issued a written opinion. In the opinion, the trial court found that the testimony of Gordon was not credible, and the trial court disregarded the testimony of Funke based on the fact that Gordon provided him with the information necessary to prepare the relevant tax documents. The trial court found that Gordon performed work on behalf of the law office and that the law office compensated Gordon by paying his personal benefits and expenses. Based on this, the trial court concluded that the law office made "periodic payments" to Gordon as defined in MCR 3.101(A)(4) and MCL 600.4012(14), and the court entered judgment in favor of Oakland County and against the law office for the full amount of the underlying judgment under MCR 3.101(O)(1). The trial court also held that the law office was personally liable for the amount of the underlying judgment under MCL 600.4051. In so holding, the trial court found that the law office had "knowingly and willfully" answered the disclosure statement falsely when indicating that Gordon was not an employee of the law office.
Thereafter, the law office filed a motion for a new trial, arguing that the trial court either improperly applied or disregarded the law set forth in MCR 3.101(O)(1), MCL 600.4051, MCL 600.6107, and 15 USC 1673. The law office requested that the trial court set aside the judgment and take additional testimony to determine how much the law office was obligated to pay to Gordon during the period of the writ of garnishment. In a March 11, 2019 opinion and order, the trial court denied the law office's motion. This appeal followed.
II. ANALYSIS
A. GARNISHMENT PROCEDURE
After obtaining a judgment, a party may utilize garnishment in order to satisfy a claim. Ward v DAIIE, 115 Mich App 30, 35; 320 NW2d 280 (1982). "The design of a garnishment proceeding is to preserve a principal defendant's assets in the control of the garnishee, i.e., one who has property or money in his possession belonging to the defendant, so that the assets may later be accessible to satisfy a judgment against the principal defendant." Id. "The court may exercise its garnishment power only in accordance with the Michigan Court Rules." Nationsbanc Mtg Corp of Georgia v Luptak, 243 Mich App 560, 564; 625 NW2d 385 (2000).
MCR 3.101(G)(1) "delineates the various categories of items for which a garnishee is liable." Nationsbanc Mtg Corp, 243 Mich App at 564. MCR 3.101(G)(1) provides, in relevant part:
Subject to the provisions of the garnishment statute and any setoff permitted by law or these rules, the garnishee is liable for
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(d) all debts, whether or not due, owing by the garnishee to the defendant . . . . ;
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(f) the portion of the defendant's earnings that are not protected from garnishment by law (see e.g., 15 USC 1673) as provided in [MCR 3.101(B)].
A request for a writ of garnishment shall be submitted to the clerk of the court that entered the judgment. MCR 3.101(D). The request must include a verified statement, which states, in part, that a judgment has been entered against the defendant and remains unsatisfied, as well as stating the total amount of the unsatisfied judgment. MCR 3.101(D)(1) and (2). Upon the issuance of a writ of garnishment, the writ must be served upon the garnishee. MCR 3.101(E)(2) and (F)(1). The writ must include the verified statement, MCR 3.101(E)(1), and the verified statement acts as the plaintiff's complaint against the garnishee, MCR 3.101(M)(2). Within 14 days of being served with the writ of garnishment, the garnishee shall mail or deliver to the trial court, the plaintiff, and the defendant a verified disclosure. MCR 3.101(H). The verified disclosure serves as the garnishee's answer. MCR 3.101(M)(2). In the verified disclosure, the garnishee shall indicate whether it is obligated to make periodic payments to the defendant. MCR 3.101(H)(2).
"The garnishee is liable for no more than the amount of the unpaid judgment, interest, and costs as stated in the verified statement requesting the writ of garnishment . . . ." MCR 3.101(G)(2). "If there is a dispute regarding the garnishee's liability or if another person claims an interest in the garnishee's property or obligation, the issue shall be tried in the same manner as other civil actions." MCR 3.101(M)(1). The plaintiff bears the burden of proof at trial. Howard v Lud, 119 Mich App 55, 59; 325 NW2d 623 (1982). "Judgment may be entered against the garnishee for the payment of money or the delivery of specific property as the facts warrant." MCR 3.101(O)(1). Additionally, under certain circumstances, MCL 600.4051 permits a trial court to enter judgment, imposing personal liability against the garnishee or the person who answers for a corporation summoned as a garnishee.
B. ENTRY OF JUDGMENT
The law office argues that the trial court erred as a matter of law by entering judgment against the law office for the full amount of the underlying judgment under MCR 3.101(O)(1) and MCL 600.4051. We agree.
"This Court reviews a trial court's findings of fact in a bench trial for clear error and reviews de novo its conclusions of law. A finding is clearly erroneous if, although there is evidence to support the finding, [this Court] on the entire record is left with the definite and firm conviction that a mistake has been made." Ambs v Kalamazoo Co Rd Comm, 255 Mich App 637, 651-652; 662 NW2d 424 (2003). This Court defers to the trial court's superior ability to assess the credibility of the witnesses. Id. at 652. This Court reviews de novo whether the trial court properly interpreted and applied the relevant court rules and statutes. Henry v Dow Chem Co, 484 Mich 483, 495; 772 NW2d 301 (2009).
In this case, Oakland County served a writ of periodic garnishment on the law office. In response, the law office filed a garnishee disclosure, stating that it was not obligated to pay Gordon during the period of the writ because Gordon was not an employee of the law office. In response to interrogatories, the law office denied that Gordon had ever been an employee or independent contractor of the law office, but the law office admitted that it had loaned Gordon money and that Gordon had performed certain services for the law office. Because there was a dispute as to liability, a trial was held to determine if the law office was liable under the writ of periodic garnishment.
MCR 3.101(B), which concerns writs of periodic garnishment, provides the following:
(1) Periodic garnishments are garnishments of periodic payments, as provided in this rule.
(a) Unless otherwise ordered by the court, a writ of periodic garnishment served on a garnishee who is obligated to make periodic payments to the defendant is effective until the first to occur of the following events:
(i) the amount withheld pursuant to the writ equals the amount of the unpaid judgment, interest, and costs stated in the verified statement in support of the writ . . . or
(ii) the plaintiff files and served on the defendant and the garnishee a notice that the amount withheld exceeds the remaining unpaid judgment, interest, and costs, or that the judgment has otherwise been satisfied.
"Periodic payments" include "wages, salary, commissions, bonuses, and other income paid to the defendant during the period of the writ . . . ." See MCR 3.101(A)(4). Similarly, MCL 600.4012(14) defines "periodic payments" as "wages, salary, commissions, and other earnings . . . that are or become payable during the effective period of the garnishment."
Testimony at trial supported that Gordon, who was a licensed attorney, established the law office in the 1970s. The law office was named after Gordon, and he was president of the law office. During the times relevant to this appeal, Gordon maintained his own private office at the law office and regularly spent time there. Gordon and the law office also held out to the general public that Gordon was professionally associated with the law office. Gordon admitted that he performed administrative services on behalf of the law office and consulted with attorneys about the law office's clients. Additionally, the answers to the interrogatories indicated that Gordon responded to "employee inquiries" and that Gordon "advised" employees. Importantly, Gordon testified that the law office paid for a number of personal benefits and expenses, including medical insurance, two life insurance policies, automobile insurance, gasoline, automobile repairs, preparation of Gordon's individual tax returns, and personal legal invoices. Thus, testimony at trial supported that Gordon performed services for the law office and, in return, the law office paid Gordon's personal benefits and expenses. Although testimony of Funke and Gordon also supported that Gordon was not employed by the law office and that the payments amounted to loans, the trial court found this testimony to be incredible. This Court defers to a trial court's credibility determinations on appeal. See Ambs, 255 Mich App at 652.
After reviewing the record evidence and deferring to the trial court's credibility determinations, we conclude that the trial court did not clearly err when it found that the law office paid "wages, salary, commissions, bonuses, [or] other income" to Gordon. However, our inquiry does not end there. Under MCR 3.101(B), the trial court was also required to consider whether the evidence supported that the law office was obligated to make those payments during the period of the writ of garnishment. The trial court did not make this finding and instead entered judgment for the full amount of the underlying judgment under MCR 3.101(O)(1). Although Oakland County argues on appeal that this was appropriate because it was "warranted by the facts," we disagree.
Pursuant to MCR 3.101(O)(1), if a trial court finds that a garnishee is indebted to a defendant:
Judgment may be entered against the garnishee for the payment of money or the delivery of specific property as the facts warrant. A money judgment against the garnishee may not be entered in an amount greater than the amount of the unpaid judgment, interest, and costs as stated in the verified statement requesting the writ of garnishment.
Thus, under MCR 3.101(O)(1), a trial court has discretion to enter judgment against a garnishee "for the payment of money . . . as the facts warrant." The only limitation contained in MCR 3.101(O)(1) is that the judgment against the garnishee cannot exceed the underlying judgment, plus interests and costs "as stated in the verified statement requesting the writ of garnishment."
Court rules are interpreted pursuant to their plain meaning. Henry, 484 Mich at 495. The term "may" generally designates discretion. See Walters v Nadell, 481 Mich 377, 383; 751 NW2d 431 (2008).
The relevant portion of the judgment provides the following:
[U]nder MCR 3.101(O)(1), the Court hereby finds that [the law office] is indebted to Gordon and enters judgment in favor of [Oakland County] and against [the law office] for the amount of the unpaid judgment, interest, and costs as stated in the May 18, 2017, verified statement requesting the writ of garnishment.
The plain language of the judgment compels the conclusion that the trial court entered a money judgment against the law office and that the judgment was to be satisfied from the law office's assets, not just from any obligation the law office owed Gordon during the period of the writ.
Oakland County did not request that the trial court enter judgment against the law office for the full amount of the underlying judgment. Rather, Oakland County moved the trial court to "order Law Offices of Fred Gordon, PC to immediately begin withholding under the Writ of Garnishment; and order Law Offices of Fred Gordon, PC to forward all amounts that should have been withheld under the Writ of Garnishment [to Oakland County]." Nonetheless, the trial court entered judgment in favor of Oakland County for the full amount of the underlying judgment.
It is well settled that a judgment on a writ of garnishment generally only makes a garnishee liable for the property of the defendant that the garnishee possesses. Erb-Kidder Co v Levy, 262 Mich 62, 64; 247 NW 107 (1933) ("It is elementary law that the right of a plaintiff against the garnishee, except there be fraud, is no more than the right of the principal debtor."); Smit v State Farm Mut Auto Ins Co, 207 Mich App 674, 683; 525 NW2d 528 (1994) (explaining that a plaintiff in a garnishment action is entitled to recover against the garnishee "only to the extent that the principal defendant . . . could recover against [the garnishee-defendant]"). Although MCL 600.4051 provides an exception to this general rule, as discussed in detail below, the trial court erred as matter of law by concluding that the law office was liable for the amount of the unpaid underlying judgment pursuant to MCL 600.4051. Because the law office cannot be subject to liability beyond the obligations it owes to Gordon under MCR 3.101(O)(1), the trial court erred as a matter of law by entering judgment for the full amount of the underlying judgment without first determining the law office's liability to Gordon during the period of the writ.
Next, the law office argues that the trial court erred as a matter of law by concluding that the law office was liable for the underlying judgment and by entering judgment for the full amount of the underlying judgment pursuant to MCL 600.4051. We agree.
Under MCR 3.101(G)(1), a garnishee is generally liable only for the property belonging to the defendant in the garnishee's possession or control. However, MCL 600.4051 provides a general exception to that rule. MCL 600.4051 provides the following:
Any person summoned as a garnishee or any officer, agent, or other person who appears and answers for a corporation summoned as a garnishee, who knowingly and willfully answers falsely upon his disclosure or examination on oath is liable to the plaintiff in garnishment . . . to pay out of his own goods and estate the full amount due on the judgment recovered with interest, to be recovered in a civil action.
Thus, under MCL 600.4051, only a "person summoned as a garnishee" or an "officer, agent, or other person who . . . answers for a corporation summoned as a garnishee" may be held personally liable for "knowingly and willfully" answering disclosures falsely.
Statutes are interpreted according to their plain meaning. Henry, 484 Mich at 495. "In general, 'or' is a disjunctive term, indicating a choice between alternatives . . . ." Paris Meadows, LLC v Kentwood, 287 Mich App 136, 148; 783 NW2d 133 (2010). --------
Because MCL 600.4051 does not define "person," it is proper to consult dictionary definitions. See Halloran v Bhan, 470 Mich 572, 578; 683 NW2d 129 (2004). Random House Webster's College Dictionary (1997) defines "person" as "a human being; a man woman or child"; "a human being as distinguished from an animal or a thing"; "a human being or other entity, as a partnership or corporation, recognized by law as having rights and duties." Merriam-Webster's Collegiate Dictionary (11th ed) defines "person" as "the body of a human being" and "one (as a human being, a partnership, or a corporation) that is recognized by law as the subject of rights and duties." Thus, based on the dictionary definitions, the meaning of the word "person" includes human beings and entities such as corporations and partnerships.
When turning to the language of MCL 600.4051, however, we conclude that the Legislature intended for the word "person" to mean a human being. More specifically, MCL 600.4051 first references "[a]ny person summoned as a garnishee." Human beings can clearly be summoned as garnishees, and it stands to reason that MCL 600.4051 would reflect this. MCL 600.4051 then references corporations that are summoned as garnishees and provides that "any officer, agent, or other person who . . . answers for a corporation summoned as a garnishee" can be personally liable if the disclosure is determined to the false. In our estimation, the Legislature would not have included the word "person" and "corporation" together in the same sentence if the Legislature intended for the two terms to be synonymous. Rather, the Legislature would have utilized the same term. Additionally, and importantly, the Legislature used the word "his"—as opposed to "it"—when referencing liability under the statute. It is entirely unlikely that the Legislature would use the word "his" when discussing personal liability if it intended for corporations to be personally liable under MCL 600.4051.
In sum, we conclude that the Legislature impliedly distinguished the word "person" from "corporation" within MCL 600.4051, thereby indicating that the Legislature intended for the word "person" to mean a human being, as opposed to a corporation. The trial court therefore erred by holding that the law office was personally liable on the underlying judgment pursuant to MCL 600.4051. Because we conclude that the trial court erred as a matter of law by applying MCL 600.4051, we find it unnecessary to address any additional arguments raised by the law office regarding this issue.
C. MOTION FOR NEW TRIAL
The law office argues that the trial court abused its discretion by denying its motion for a new trial.
This Court reviews a trial court's decision to deny a motion for a new trial for an abuse of discretion. Gilbert v Daimler Chrysler Corp, 470 Mich 749, 761; 685 NW2d 391 (2004). "An abuse of discretion occurs when the decision results in an outcome falling outside the principled range of outcomes." Woodard v Custer, 476 Mich 545, 557; 719 NW2d 842 (2006).
In relevant part, MCR 2.611(A)(1) provides the following:
A new trial may be granted to all or some of the parties, on all or some of the issues, whenever their substantial rights are materially affected, for any of the following reasons:
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(g) Error of law occurring in the proceedings, or mistake of fact by the court.
(h) A ground listed in MCR 2.612 warranting a new trial.
MCR 2.612(C)(1) provides, in relevant part:
On motion and on just terms, the court may relieve a party or the legal representative of a party from a final judgment, order, or proceeding on the following grounds:
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(f) Any other reason justifying relief from the operation of the judgment.
The law office argues that the trial court erred as a matter of law by entering judgment in the amount of $891,810.03 against the law office under MCR 3.101(O)(1) and therefore abused its discretion by denying the law office's motion for a new trial. For the reasons discussed above, we agree that the trial court erred as a matter of law by entering judgment for the full amount of the underlying judgment without considering the law office's liability to Gordon during the period of the writ. The trial court's error materially affected the law office's substantial rights given that, under the circumstances of this case, the law office cannot be subject to liability beyond the obligations it owes to Gordon. Consequently, the trial court abused its discretion by denying Gordon's motion for a new trial with respect to its decision to enter judgment for the full amount of the underlying judgment pursuant to MCR 3.101(O)(1). On remand, the trial court shall consider the limited issue of whether the law office was obligated to make periodic payments to Gordon during the period of the writ.
Next, the law office argues that the trial court abused its discretion by denying its motion for a new trial where the trial court failed to consider and apply MCL 600.6107 before entering judgment. We find no merit to this argument. MCL 600.6107 concerns when a trial court may order a judgment debtor to pay a judgment creditor in installments from portions of the judgment creditor's income. There is no indication that Gordon moved the trial court to enter an order permitting him to make installment payments on the underlying judgment from portions of his income from the law office. Rather, the law office denied throughout the proceeding that Gordon received any income from the law office, and Gordon testified at trial that his only income was Social Security benefits. Because the law office's reliance on MCL 600.6107 is misplaced, the trial court did not abuse its discretion by denying the motion for a new trial on this ground.
Next, the law office argues that the trial court abused its discretion by denying its motion for a new trial given that the trial court failed to permit the law office to setoff amounts owed by Gordon to the law office from any amounts which may have been due pursuant to the writ of garnishment. We disagree.
"The language of MCR 3.101(H)(2) clearly permits a garnishee defendant to claim any setoff, except claims for unliquidated damages." Blue Water Fabricators, Inc v New Apex Co, Inc, 205 Mich App 295, 298; 517 NW2d 319 (1994). Setoff—the application of one party's debt against the debt of the other—may be an appropriate remedy when two parties owe money to each other. Walker v Farmers Ins Exch, 226 Mich App 75, 79; 572 NW2d 17 (1997). "A defense not asserted in the responsive pleading or by motion as provided by [the court] rules is waived[.]" MCR 2.111(F)(2).
The law office's garnishment disclosure constitutes a responsive pleading. See MCR 3.101(M)(2). Because the disclosure filed by the law office did not indicate that the law office had a right to setoff, the law office failed to properly assert any right to setoff. At no point before trial did the law office move the trial court for permission to raise the right to set off. Although Gordon testified at trial that the payments made to him by the law office were loans that he was required to pay back, it does not appear that the testimony was offered to support a claim for setoff. Rather, it appears that the testimony was offered to support the law office's claim that it had loaned money to Gordon—as opposed to having made periodic payments to Gordon. Consequently, because the law office never properly raised a claim for setoff, the issue was waived; therefore, the trial court did not abuse its discretion by denying the motion for a new trial on this ground.
Finally, the law office argues that the trial court abused its discretion by denying its motion for a new trial because the trial court failed to limit the amount of judgment against the law firm to 25 percent of the amount owed to Gordon pursuant to 15 USC 1673. We agree that 15 USC 1673 was a relevant consideration.
MCR 3.101(G)(1) specifies a garnishee's liability to the defendant by listing the property belonging to a defendant for which the garnishee can be liable. See Nationsbanc Mtg Corp, 243 Mich App at 564 ("[S]ubrule 3.101(G)(1) delineates the various categories of items for which a garnishee is liable."). In relevant part, MCR 3.101(G)(1) provides that, "[s]ubject to the provisions of the garnishment statute and any setoff permitted by law or these rules, the garnishee is liable for . . . the portion of the defendant's earnings that are not protected from garnishment by law (see e.g., 15 USC 1673) as provided in [MCR 3.101(B)]." Thus, when ordering garnishment of an individual's earnings, a trial court is required to consider what portion of the earnings were not protected from garnishment by law. MCR 3.101(G)(1)(f) specifically incorporates the limitations on garnishments established by 15 USC 1673, which is contained in the Consumer Credit Protection Act, 15 USC 1671 et seq. The relevant portion of the Consumer Credit Protection Act identified in MCR 3.101(G)(1)(f) is 15 USC 1673(a), which provides that "the maximum part of the aggregate disposable earnings of an individual for any workweek which is subject to garnishment may not exceed 25 per centum of his disposable earnings for that week . . . ."
Although the trial court determined that the law office paid Gordon for services, there is no indication that the trial court considered whether 15 USC 1673(a) was applicable. As already discussed, we must remand to the trial court so that it can consider the more fundamental question of what amount the law office was obligated to pay Gordon during the period of the writ of garnishment. If the trial court determines on remand that the law office was obligated to make payments to Gordon during the period of the writ, the trial court must comply with MCR 3.101(G)(1)(f)'s requirements and consider whether 15 USC 1673(a) applies.
Reversed and remanded for proceedings consistent with this opinion. We do not retain jurisdiction.
/s/ Christopher M. Murray
/s/ Brock A. Swartzle
/s/ Thomas C. Cameron