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Triple H Family Limited Partnership v. Neal

Court of Chancery of Delaware

July 31, 2018

Triple H Family Limited Partnership, a Delaware limited partnership, Plaintiff and Counterclaim Defendant,
Jerry Neal, Defendant and Counterclaim Plaintiff,
Jeffrey A. Hoops, Counterclaim Defendant, and Omni Insurance Group, LLC, a Delaware limited liability company, Nominal Defendant and Counterclaim Defendant.

          Date Submitted: April 19, 2018

          David B. Anthony and Sean A. Meluney, BERGER HARRIS LLP, Wilmington, Delaware; Attorneys for Plaintiff and Counterclaim Defendants.

          Robert J. Katzenstein and Clarissa R. Chenoweth, SMITH, KATZENSTEN & JENKINS LLP, Wilmington, Delaware; Attorneys for Defendant and Counterclaim Plaintiff.



          In August 2014, two old friends decided to start an insurance agency together. They had high hopes of a mutually beneficial relationship, but these hopes were quickly dashed. Almost two months to the day from the inception of their arrangement, the parties agreed to dissolve their business. The parties differ in their opinion on the cause of the failure; one side claiming incompetence and the other hubris. In fact, the parties differ in their opinion on pretty much everything pertaining to this litigation, much as they differed on pretty much everything during their business venture.

         Unfortunately, the failed venture created bad blood between the two friends. This litigation was filed after months of fighting over how to unwind their business. The plaintiff seeks damages for breach of contract and breach of fiduciary duty as well as judicial dissolution of the limited liability company involved. The defendant seeks damages for breach of contract, breach of fiduciary duty, and fraud. I find that the defendant breached the contract and breached his fiduciary duties, and the plaintiff did not breach the contract, breach his fiduciary duties, or commit fraud. Finally, judicial dissolution is not necessary because the parties already agreed to dissolve the limited liability company. Instead, I order that the limited liability company be wound up.

          I. BACKGROUND

         Below are my findings of fact based on the parties' stipulations, over 300 trial exhibits, and the testimony of six live witnesses during a three-day trial.[1]

         A. Parties and Relevant Non-Parties

         Plaintiff and Counterclaim Defendant Triple H Family Limited Partnership ("Triple H") is ninety-nine percent owned by Hoops Family Dynasty Trust, which is controlled by Jeffrey Hoops's three adult sons, and one percent owned by its general partner, Milton Management.[2] Triple H is a holding company for investments made by Milton Management, which is controlled by Jeffrey Hoops.[3]

         Counterclaim Defendant Jeffrey Hoops ("Hoops") has worked in coal mining for more than forty years.[4] Hoops started several coal mining businesses during his career and currently runs Revelation Energy LLC ("Revelation"), a coal mining business he started in 2008.[5]

         Defendant and Counterclaim Plaintiff Jerry Neal ("Neal" or "Defendant") is an insurance agent residing in West Virginia. He has worked in the insurance business for almost thirty years, [6] and in 2011 he formed his own insurance business called Neal Insurance.[7]

         Omni Insurance Group, LLC ("Omni") is a Delaware LLC organized by Hoops on August 25, 2014.[8] Triple H and Neal both own fifty percent of Omni.[9]

         B. Credibility

         I accord the evidence the weight and credibility I find it deserves. There are several conflicts between the contemporaneous documents and the live witness testimony given three years after the fact. I tend to give more weight to the contemporaneous evidence as it is free from the realities of litigation and closer in time to the events that transpired. Additionally, the contemporaneous written evidence and live witness testimony in this case show a clear pattern of behavior on the part of both Hoops and Neal that greatly influenced the credibility of each. On the one hand, Hoops is a seasoned businessman who seems to move with breakneck speed when it comes to making business decisions. But Hoops also has a strong personal code of ethics and believes a man's word is his bond.[10] Neal, on the other hand, is the perpetual salesman who will say whatever he needs to, regardless of veracity, in order to secure the deal and who continuously tries to renegotiate deals to get more favorable terms for himself.[11] These characteristics are repeatedly reaffirmed by the evidence; thus, when contemporaneous written evidence is lacking and Neal's and Hoops's testimony conflicts, I tend to give Hoops's testimony more weight.

         C. Facts

         Neal and Hoops attended high school together in West Virginia.[12] In August 2014, they both attended their fortieth high school reunion.[13] During the course of the second night of the reunion, the two men discussed a shared acquaintance in the coal industry who had started an insurance agency.[14] This idea appealed to Hoops as a way of recouping some of the money he spent on insurance premiums each year. From Neal's perspective, Hoops's business and personal insurance would generate very lucrative commissions. Forming an insurance agency together would be a mutually beneficial endeavor, and the two men left the reunion excited about the prospect.[15]

         1. Initial conversations about forming Omni: August 18-25, 2014

         On August 18 and 19, 2014, Neal and Hoops exchanged emails discussing the preliminary plans for starting an insurance agency together.[16] On August 20 at 12:53 p.m., Hoops sent the following email (the "August 20 Email") to his long-time personal lawyer Edward "Eddie" Cunningham:

Looking to diversify a little as I just completed a meeting with Jerry Neal a lifelong friend and business acquaintance as we finalized the plans to move forward with forming a new Insurance Agency. Would appreciate you pullingtogther our normal operating agreement with the ownership to be structured as follows:
1) New Entity Name
a. Omni Insurance Group (if available)
b. Assume we will register in Delaware, then get set up to do business in WV, KY, TN, VA, and OH.
2) Owner
a. Jerry Neal
b. Triple H Family LP will have a 50% Net Profits Interest with an option to convert that to 50% of the stock in the future.
i. Will have 50% voting rights on decisions.
Jerry has a base of business already that will move into the entity and he will be provided a Base Salary plus Benefits as President and CEO of the business. Jerry has all of the necessary licenses required to underwrite insurance and if there are any nuances to forming an Agency please let me know as we were not aware of any.
If you are aware of anything we need to be concerned about, please advise.
Initially there will be minimal back office work, so if you can set up a GL for this that would be great. Ultimately we will need Alpha to set up a web page and other IT things we may need for such a venture. Once Eddie has is set up with an Operating Agreement and FEIN, please set up a bank account at United Bank for this entity.
We would like to have everything in place and start rolling Jerry's other business into this entity by October 1 and he will go on salary at that point. We can make a loan from Triple H to this entity for the initial working capital that might be required. Ultimately Jerry will build out an office staff, but will run lean initially.
Let us know if you have any questions or need any additional information … Thanks … Jeff[17]

         The August 20 Email was cc'd to Neal, Lisa Henson, and Sandy Thomas.[18] Lisa Henson was the CFO of Revelation, [19] and Sandy Thomas is a tax expert.[20]

         Neal replied all to the August 20 Email at 7:04 p.m. on August 20, "Thanks Jeff. Let me know what you need from me Eddie. I can license the Agency with the various State Insurance Departments if you want me to. Thanks."[21] On August 21 at 1:27 p.m., Thomas replied all to the August 20 Email to explain that "if Jerry is the only member of the LLC it will be a single member LLC and a disregarded entity for tax."[22] Based on this advice, as well as Cunningham's legal research on who could own an insurance agency, Hoops replied all to Thomas at 1:41 p.m. on the same day, "Those are good points, so let's go ahead and make Triple H a member and we can pay Jerry from LLC and bill it to Omni so he will not have to deal with the Quarterly Tax issue."[23]

         On August 22 at 9:36 a.m., Neal sent an email to his accountant Bob Toler.[24] The email stated:

Very Confidential.
Need your thoughts about new Insurance Agency that is being set up with me as President and Jeff Hoops as 50% owner. Please look at below and let's discuss. Eddie is Jeff's attorney who sets up his business ventures etc. Jeff is rolling in all his business plus another three or four times that in associated business that he has ties to.[25]

         The email also included the August 20 Email, Thomas's response from August 21 at 1:27 p.m., and Hoops's response to Thomas at 1:41 p.m.[26] Toler replied at 10:29 a.m. on August 22, "Even if they make the other entity a member you cannot received salary or wages from the LLC. You will receive guaranteed payments to a partner and pay estimated taxes accordingly. A member of an LLC can't be an employee of the LLC."[27]

         On August 22 at 1:41 p.m., Hoops informed Neal via email that "Omni is available in Delaware and West Virginia, so Eddie is going to proceed with getting us set up in Delaware, then we will register to do business under that name in WV where the main office will be located. Looks like everything is coming together."[28] On August 25, 2014, Hoops, as organizer, executed the Certificate of Formation for Omni creating the Delaware LLC.[29]

         2. The push to get Omni off the ground and Revelation's policies renewed before they lapsed: September 1-30, 2014

         In the insurance world, agents make commissions, which are a percentage of the premium paid by the customer. Hoops was under the impression that Omni would earn $600, 000 a year in commissions just from Revelation's insurance policies.[30] Triple H would then be entitled to fifty percent of those commissions after expenses as a fifty percent owner of Omni. Securing these commissions came with a hitch, however. Revelation's insurance policies were yearlong policies that ran from October 5 to October 5.[31] All of Revelation's policies would be renewing on October 5, and in order to secure the 2014-2015 commissions, Omni would have to be the agent of record and place those policies.[32]

         Normally, an insurance agent would start to look for those renewal policies three months in advance, or July for policies renewing in October.[33] Hoops had a meeting set up with his current insurance broker, Van Meter Insurance Group ("Van Meter") for September 24, 2014.[34] Since Omni was created on August 25, it was generally understood that having Omni handle the renewal of Revelation's policies would be challenging.[35] Hoops's personal policies, securing $15 million in assets, were up for renewal on October 15, which further compounded the amount of work required by Neal and Omni in a very short amount of time.

         On September 1, 2014, Neal wrote to Hoops:

I need to focus on getting everything moved by 10-5 or so. Best if I do it from here for at least a few weeks. Thinking of farming out your personal policies to agent here who is really good. 50/50 split maybe on commission. Hopefully for just this year. You OK with that?
Assuming premiums same or better. Going to get appointed with current carriers but might be tough in 30 days.[36]

         On top of all the work required to place Revelation's and Hoops's insurance policies by the renewal dates, there was significant work required just to set up Omni to function as an insurance agency. In the same September 1 email, Neal also wrote:

I hope to have the Errors and Omissions Insurance in place tomorrow. Will need about $5000 to pay for the year. Next is getting Broker/Agency Appointments. Will need W9-FEIN. Hope we can get it tomorrow. Will this be Eddie, Lisa, or me?
Need to get Business licensed in WV so I can do same with Insurance Commissioner.
E&O carriers will not do business in Delaware. I had to change address on applications. I used my address and phone number. We can change easily and will.[37]

         Adding even further strain was the fact that Neal kept attempting to renegotiate the structure and operation of Omni. In the same September 1 email above, Neal also wrote:

I don't think I have a single Neal Insurance policy renewing between now and 12-31-14. All are done already. Nothing really gained by moving them until renewal.
I do have some Consulting fees coming up which do not involve any contracts or agreements with any company, Brook and SM included. I get paid a fee for getting the bonds and keeping the bonds placed. Two customers. Ungureans and one small bond in Pa. I would need to discuss with them which I really don't want to do. I don't want to discuss with Brook either although there is no arrangement with him other thatn fact that he knows that I get something on a fee basis.
I would like to leave these alone for now and also keep Neal Insurance operating mainly for reason to place something that we might not be able to do with Omni.
Heather mentioned this in a way.
I am going to need the income from the Consulting this year.
Guessing, but Revelation probably pays quarterly installments that are interest free. If so, we might get only get a quarter of the commission this year. My half added to 3 months of dray might leave me a little short for the year.
Most important thing is that I absolutely will not do any new business in Neal Insurance after Oct. 1 unless you and I agree before hand and have a good reason. My thinking is by first quarter of next year my business will be an insignificant portion of my income comparted to Omni and I will want to roll it in. We can discuss further if we need to. I don't want this to be an issue with you at all. I will show all records for this and past years.[38]

         But Hoops wanted to maintain their original agreement. He replied several hours later:

Thought we had discussed and agreed on many of these things as here was my understanding
1) Fine with considering sharing or leasing office space with Ron but want to clearly understand and formalize the relationship
2) the FEIN can be done on line if it is not done already I will make sure it gets done tomorrow
3) I can have Lisa register us on line in WV
4) Omni Insurance Group, LLC address is 1051 Main Street, Milton, WV 25541
5) as discussed I am not hung up on where you work from
6) had thought we could do personal policies as they are a month behind others, but if that is all we can do then we have no choice. They are October 25th
7) copy me on request to Heather and I will follow up as well.
8) understood we were going to do the following
- roll all of your current income into Omni
- you would draw salary of $100K, vehicle, and health insurance
- 50% ownership
- Commissions on my business along could be as much as $600, 000
I went into this with the understanding it was all going to roll together and we were going to be 100% focused on growing Omni. If that does not work for you that is fine and need to know now so we can go in another direction.[39]

         Neal quickly backed off. He replied, in relevant part, the next day, September 2 at 9:23 a.m.:

I am 100% committed to growing Omni.
I will roll Neal Insurance beginning in October. Maybe a short term perspective on my part.
I will feel better when it is clear that I have Oct. 5 covered.
Most of concerns are on my end.
I want to handle your Personal [insurance] and will if I can get proper markets. Inside of 60 days which is a minimum for some markets to quote.
Total Personal premium for 8 policies is about $18, 959.69.
About $3800 commission.[40]
Hoops replied:
No issue with you maintaining Neal Insurance entity in the even we would need it for separation. My intent is to be a silent partner and unless it is an account I can help land, everyone else will see it as your company.
Agree the personal is not a big part of what we are doing.
Thought based on your conversation with Jim last week you were confident you could get everything done. Agree getting business covered is critical and if you see that cannot be done, then we pull the plug on everything and go back to the way it is right now.[41]

         Throughout September 2014, Neal and Hoops continued to try to place Revelation's and Hoops's insurance policies, get Omni running, and discuss their business relationship. Central to all of this was Heather Hammond.

         Hammond began working in the coal industry nineteen years ago at Jacobs Risk Management, helping to prepare mine plans for the Mine Safety and Health Administration.[42] Jacobs Risk Management assists small and large coal companies with regulatory affairs and insurance needs;[43] it had serviced Revelation's and Hoops's insurance policies since 2009.[44] Jacobs Risk Management was contracted to work with Van Meter to place the insurance policies.[45]

         When Hoops and Neal first decided to form Omni, they met with Hammond and Joseph Jacobs, [46] the owner of Jacobs Risk Management.[47] At that meeting, Neal and Hoops asked Hammond and Jacobs to help with the transition into Omni and for help with future administrative work.[48] They all agreed that "Jacobs Risk Management would receive a commission on current business of Revelation as well as commission on any new business that's brought to the table."[49] Hammond continued to work with Neal through September, assisting with renewing Revelation's policies.[50] She provided Neal with renewal paperwork to be submitted to insurance carriers, helped new carriers conduct site visits with Jacobs, and provided additional information to Neal as needed.[51]

         The relationship between Neal and Hammond was strained almost immediately.[52] Neal felt that Hammond was not providing him with the type of cooperation he was expecting, [53] and Hammond felt that Neal treated her like he was superior to her or like she was" lower class."[54] Despite this tension, Hammond and Neal continued to work towards renewal of Revelation's policies, sending out Agent of Record letters and getting insurance quotes.[55]

         On September 22, 2014, Cunningham sent a proposed operating agreement for Omni, a proposed employment agreement for Neal, and a proposed member agreement for Omni to Hoops and Neal. Neal never signed these agreements.[56]

         3. Things fall apart: October 1-31, 2014

         On October 1, 2014, Neal emailed Hoops saying, "We did it. I have everything done."[57] Neal then walked through the particulars of the different insurance policies, including workers' compensation, director and officer ("D&O"), crime, and excess insurances.[58] Hoops replied, "Amazing you got all of this pulled together in such a short time, great job."[59] The celebrations continued on October 3, [60] but the celebrations were short lived. On October 4, a Saturday, Neal emailed Hoops at 6:02 p.m., "I was not able to get the policy number on the D&O from the wholesaler representing Westchester. The wholesaler said there was a concern with the questions on Friday."[61] Hoops replied at 6:20 p.m., "Are we going to be without insurance for some period of time now? Having coverage is more important than anything else as I would not Want to e itch out insurance for one minute as we have people on our jobs 24/7."[62] Neal assured Hoops that everything was likely fine, writing, "Most likely someone of authority with Westchester was out Friday afternoon and upon return Monday morning will approve and coverage will be in effect midnight Sunday morning - 10-05-14 as if nothing happened."[63] Hoops replied, "I would have submitted financing without D&O as I would never take the chance of not having liability and equipment coverage. Will anything be covered as of midnight tomorrow night? If not I would shut the operations down until something is in place. That cost us about $1.1mm per day."[64]

         At 8:18 a.m. on Monday, October 6, Neal assured Hoops again that, "All coverages are bound, went into effect at midnight Sunday morning. I have the policy numbers for them except the D&O."[65] At 8:20 a.m., Neal emailed the D&O insurance intermediary asking, "Are we bound? No policy number or word Friday. Very concerned that we are exposed. Please advise asap. Customer is not happy with me about this."[66] The intermediary responded at 10:13 a.m. that the underwriter and carrier both had additional questions as of Monday, October 6. At 9:37 a.m. on October 6, Neal emailed a different intermediary to see if they could give him a quote for D&O insurance.[67] On October 8 at 9:58 a.m., Neal emailed yet another underwriter, "I have a pressing need to get D&O in place on [Revelation]. Westchester is stalling and have not bound. They offered renewal terms but have refused to bind through Crump."[68] At some point after this October 8 email, Westchester bound the D&O insurance effective October 5, 2014.[69]

         Less than ten days later, on October 14 at 9:20 a.m., Neal emailed Hoops, Henson, and Hammond, "Your [Hoops] personal policies come due tomorrow, so we need to bind today. I was not successful in getting all policies policies replaced with my agent here as I had hoped to do . . . The best option is to renew with VMI unless they refuse."[70] At 10:17 a.m., Hammond replied all, "I have some pretty good pricing on your personal lines. I'll email you some options to look at."[71]

         At 4:29 p.m., Hoops emailed Neal and cc'd Henson and Hammond, but the email was addressed to Hammond. It read, "Heather Just do whatever it takes to make sure I have coverage disappointed only 1 hour notice as that that just does not work."[72] At 4:33 p.m., Neal emailed Hoops, Hammond, and Henson, "My experience is that companies will bind effective of the day of the instruction to bind especially if it is a renewal, so we could bind tomorrow effective 10-15. However it might be trouble getting a claim paid in the window of midnight to whenever we send order to bind."[73] At 4:38 p.m., Hoops replied "24 hours of exposure is unacceptable this is no way to do business."[74] At 4:57 p.m., Hammond emailed Neal, "I'll be heading out of the office soon. Do I need to do anything to help on this?"[75] Neal responded at 5:01 p.m., "Yes, Bind all with [Van Meter] before you leave. Send clear email that coverage will be effective 10-15-14. A return acknowledgment would also be good."[76] Van Meter, from whom Omni had just taken all of Revelation's insurance, ended up placing Hoops's personal insurance with almost no notice.[77]

         The parties did not submit contemporaneous written evidence that illuminates the events of October 15-17 as clearly as the other events in this case. Hoops testified that on October 15, he and Neal agreed "Omni would be dissolved and that we would go our separate ways and that we would split the commissions for the next year 50-50."[78] On October 16 at 1:19 p.m., Neal wrote, in part:

Lisa needs to issue check for 25% today. Ok?
I would like to get the carriers aid their portion of the 25% today, or as many of the 9 as possible. Ok?
The balance of the 25% down is Omni commission. I would like to get a check for half as we agreed. I will see if Lisa put any money in a new 401K and I will subtract that out. KEMI commission is the most part of the commission, about 40%, and is not financed as you know. We can use that commission to settle on for whatever expenses come out etc. including any monthly if we need to.
I advised Lisa to max my 401K and planned on taking money out to live on. Regardless of how or whether we change our Omni concept. We are in agreement on a 50/50 split for this year. Correct?[79]

         Hoops replied, "Lisa has been waiting to give you a check for nearly 2 weeks. Believe I want to go direction I laid out yesterday."[80]

         In the morning on October 17, Neal, Hoops, and Henson met at Hoops's office. Originally, Henson and Neal were meeting to sign the financing agreement that would govern the financing for the premiums that Revelation needed to pay.[81] Hoops testified that Henson called him down to her office to address an issue.[82] He further testified that he went down to her office, and she told him that Neal was refusing to sign the finance agreement "which is obviously required in order to get the additional premiums that are necessary to be paid to the underwriter. So without that, we would not have insurance coverage"[83] unless Henson wrote "him a check for the full commissions at the time, which were $200, 000."[84] Hoops testified that he told Neal, "'Jerry, our deal was 50-50. You don't get all the commissions. It's 50-50.' So eventually we agreed that we would distribute $150, 000. And so 75, 000 was given to Jerry and 75, 000 was given to Triple H Family Limited Partnership, leaving about $50, 000 in Omni at that time."[85] Neal testified:

[Hoops] threw out a 75, 000 distribution for each of us. Which, when I went in there, I just needed some money. I didn't even know that we had to do a distribution for me to get a little bit of money. But in reality, the business sense of it was that we probably did both have to take a distribution, as he said. And then he said 75 K. I said, Okay, fine. It didn't last a minute, and that was the end of that.[86]

At 8:55 a.m. on October 17, Hoops emailed Hammond, Jacobs, and Henson:

I told him this morning we are done and guess this will probably work out for the best as if you guys are Interested, then my plan is as follows:
1) Agree to give Jerry 50% of the commission for this year on Revelation Energy less expenses including the 10% to you.
2) He will sign over his 50% ownership in Omni
3) Then assuming this goes as planned I would envision you guys taking 50% ownership in Omni and we will work together to grow this business.[87]

At 9:15 a.m., twenty minutes later, Hoops emailed Neal and Henson:

As you know on September 1, 2014 we agreed to the following structure for Omni:
1) Omni owned 50/50 by you and Triple H family LP
2) You would be paid a salary of $100K per year plus benefits to manage Omni
3) All commissions including what you projected from Neal Insurance o deals in place of $65, 000 would go to Omni
4) Jacobs will receive 10% of commissions on Revelation deal and 33% on any new business they bring.
5) Then as cash built up in Omni we would periodically distribute the earnings on a 50/50 basis Given the recent turn of events it appears the best path forward would be to unwind Omni and I would like for you to surrender your 50% interest for the following consideration:
1) You keep all income from Neal Insurance
2) I will eat the expense of remodeling the main floor for $65, 000 to accommodate the offices
3) You will receive the following:
- 50% of the commissions after the following expenses are deducted
- Any expense incurred to ate for benefits or 401-K match
- Half of the 10% commission we agreed to pay Jacobs
4) This will be paid to you by Omni as the commissions flow into the company Lisa will provide a complete accounting and will make those payments wherever you direct. If you are in agreement I will have Eddie prepare the documents to take you off of Omni, then Lisa can pay you any amounts that are available at that time.[88]

         Neither party submitted an email response to this October 17 email into evidence.

         The next email submitted from Neal was on October 22. Henson asked, "Where did you and Jeff leave it [on Oct 17] with payroll for you? Not sure if I owe you or not and I will be working on payroll tomorrow."[89] Neal responded:

I can't say for certain, but I would like for you to pay me and put all in 401K as we discussed. We need some money in account I know but hopefully a couple of my guys will pay on time and we can be in good shape by the end of the year. KEMI commission won't kick in until December which will be for month of October and each month thereafter as I understand it. You and I need to discuss Invoicing Neal Insurance accounts which I need to do right now.[90]

         Henson replied in part, "Need to talk to Jeff about all the moving of account. . . . I thought [on Oct 17] he said he was leaving your current accounts with you. We really need to get this settled. Need to talk to Jeff about additional $ in account as those are his personal funds."[91]

         On October 27, 2014, Neal emailed Hoops about Omni hiring a person to help with administrative work part time. At 11:11 a.m. Hoops responded, in part:

I am really concerned about whether we are going to be able to make this work with Lisa and Heather as I spoke with both of them and it is not good.
In the event we cannot get this worked out, I would propose we just unwind what we were going to do with Omni and you will get 50% of the commissions and keep everything you earn from Neal Insurance and just let our deal die when it comes up for renewal. Lisa is involved as CFO with all of my entities and she is an integral part of everything I am doing. It is clear you do not think much of Heather and I know little about insurance but she has done a great job for us the past 6 years and with all she and Joe are involved in for us, I cannot cut her loose.
My gut is just work this out with you and give you the 50% and let you keep Neal and go back to the way it was for you before. I will eat the remodeling downstairs as I can probably use that space sometime in the future. If you are in agreement, I will get Eddie to draft up something that commits me to get you the 50% of ...

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