Mot. Rocky Mountain Academy will put added emphasis on substance abuse counseling at its new location. In addition to third-party beneficiary status, agency logic has been exercised to bind non-signatories to arbitration agreements. (Id.) . ), 10/30/1999: The Spokesman-Review (Federal Jury Sides With Woman in Rape Lawsuit Employer Ordered to Pay $164,595; County hasnt Filed Criminal Charges), 11/1999: Woodbury Reports, issue #63 (The CEDU Family of Services, headquartered in North Idaho and operating emotional growth schools in five states is looking for a Chief Operating Officer, who will report to the CEO and manage the emotional growth and academic curriculums, supervise the regional directors, oversee professional development training and direct a marketing program and growth of new sites and locations), 12/1999: Woodbury Reports, issue #64 (A federal jury ordered former Rocky Mountain Academy staff and owner of Boundarylines Crisis Intervention Richard Armstrong to pay $164,595 to former Rocky Mountain Academy staff and Boundarylines Crisis Intervention co-worker Twila Stevenson in a civil action brought by Stevenson for sexual assault), 1/14/2000-6/16/2000: Higher Ground (A television series based on CEDU Schools that aired on the Fox Family network), 2/2000: Woodbury Reports, issue #66 (Former Rocky Mountain Academy staff turned educational consultant Lon Woodbury collects research on private pay), 2/2000: Woodbury Reports, issue #66 (Former Rocky Mountain Academy staff turned educational consultant Lon Woodbury sends his stepdaughter to abusive programs in the troubled teen industry: Explorations Wilderness Assessment Course and Mission Mountain School), 3/2000: Woodbury Reports, issue #67 (Former Rocky Mountain Academy staff Lisa Carey becomes educational consultant): https://strugglingteens.com/archives/2000/3/seen01.html, 3/2000: Woodbury Reports, issue #67 (Executive Director of Customer Service Lori Armbruster sends out an information packet produced by CEDU outlining the reasons a parent would be well served by engaging an independent educational consultant. Law Opp'n Mot. Id. As noted in Pritzker, "arbitration agreements may be upheld against non-parties where the interests of such parties are directly related to, if not congruent with, those of a signatory." 98-3257, 1999 WL 54563, at *2 (E.D.Pa. Id. Pa. Dec. 20, 2000). Mem. That part of Idaho is very depressing. Id. C D.) Therefore, both the Contract and the arbitration clause intended to include David Phillips based on his third-party beneficiary status. CEDUs Financial Aid office reported that $1,169,875 was granted in scholarships to families in 1998. (Pls.' They assert that the arbitration clause should not be enforced because CEDU failed to sign the Contract and thereby did not explicitly assent to arbitration. DISCUSSION. Mot. Moreover, the Third Circuit differentiated its Dayhoff decision fromPritzker based on agency theory. ." The court stated that the facts in Barrowclough were vastly different because the decision in Barrowclough was based on non-signatories who were contingent beneficiaries to plaintiff's deferred compensation plan. As a result of this refusal, Barrowclough and his contingent beneficiaries sued his former employer for a refund of his deferred salary. The company's schools have faced numerous allegations of . Thus, CEDU had a reasonable belief that Dianne Reibstein acted as Robert Reibstein's agent due to Robert Reibstein's actions in compliance with the Contract, such as his payment of the CEDU tuition bill and his travels to Idaho for the required seminars. Location Map. Milestones Transitional Program has 14 students. Based on these facts, I find that Robert Reibstein's interests are directly related, if not congruent to those of his agent, Dianne Reibstein. at *7 (quoting Universal Mktg. Some fees were eliminated, and others bundled together. Boulder Creek Academy was founded in 1993 by Rob Spear, John Sarachio, Lori Rist, and Mike Naylor, who were all former staff members of other CEDU programs including Rocky Mountain Academy and CEDU High School. Mot. Because this argument is mooted by the Contract signed by both Dianne Reibstein and CEDU, the Court's analysis will hereafter focus on the Contract signed solely by Dianne Reibstein. Lathrop Lybrook (Northside, Rocky Mountain Academy, Ascent & North Idaho Behavioral Health) - LATHROP LYBROOK IF YOU CLICK ON ANY OF THE BUTTONS BELOW, YOU WILL BE REDIRECTED TO THE LINK IT DESCRIBES. Whiteout. The Motions are: (1) Motion to Dismiss; (2) Motion to Compel Arbitration; and (3) Motion to Transfer to the United States District Court for the District of Idaho. Supplement R., Exs. Make your practice more effective and efficient with Casetexts legal research suite. Rocky Mountain Academy, which is operated by the Defendant CEDU ("CEDU"), is a private school located in Bonners Ferry, Idaho, that helps teenagers who have emotional, behavioral and academic difficulties. Id. ; Pls.' Thus, Dayhoff does not control an analysis of this case. About Discussion About this group "Uncensored" for Rocky Mountain Academy (RMA), CEDU Alumni and any other Schools that have derived from these two schools . 316, 321 (E.D. 86 F.3d 1287 (3d Cir. Law Opp'n Mot. "Under Pennsylvania law, a party is an intended third-party beneficiary if `both parties to the contract express an intention to benefit the third party in the contract itself,' Stone v. Pennsylvania Merchant Group, LTD., 949 F. Supp. This ten-acre site is located six miles south of Sandpoint, ID. As the Contract clearly states, David Phillips is the participant for whom the "Participant Admission Agreement" benefited. Thus, apparent agency is contingent upon the representation of the principal, and the justifiable reliance by a third person that the agent had the consent of the principal to act on his behalf. CEDU has a small office in Sandpoint and closed Rocky Mountain Academy in mid-February, saying it could no longer attract quality staff and therefore could not attract students. Id. The district court dismissed all of the claims relating to the Agreement because of the arbitration clause. Recently, CEDU offered the Court a third version of the Contract where both CEDU and Dianne Reibstein signed the Contract. at *3 (quoting Morosetti v. Louisiana Land Explorer Co., 564 A.2d 151, 152 (Pa. 1989)). Mot. Mem. Id. Consulting, Inc. v. Hartford Life Accident Ins. Thus, the Plaintiffs inconsistent position not only appears to be at war with itself, but leads this Court to believe that the Plaintiffs' argument that Dianne Reibstein never acted as Robert Reibstein's agent is disingenuous. Id. ), From November, 1996 until January 3, 1997, David Phillips was enrolled in the "Ascent" Program, which is CEDU's drug and alcohol abuse crisis intervention program in Northern Idaho. (Def. Supplement R., Ex. 94-2189, 1996 WL 92081, at *1 (E.D.Pa. ), 4/12/2005: I Speak of Dreams (CEDU Closing: A Letter from former Rocky Mountain Academy staff Linda Shaffer), 4/12/2005: I Speak of Dreams (CEDU Timeline: 1960s-3/26/2005), 4/12/2005: Class Action Complaint (Worker Adjustment and Retraining Notification Act Violations), 4/12/2005: I Speak of Dreams (Wall Street Journal Surveys Therapeutic Boarding Schools), 4/13/2005: I Speak of Dreams (CEDU Closing: 1990 Snapshot of McCown DeLeeuw), 4/13/2005: Woodbury Reports (Chuck Selent, formerly the Northwest Regional Manager of Special Services for CEDU Family of Services and The Brown Schools, announced that he has joined with Roy Negrete, President of AES-CA, Inc., to form AES Northwest, Inc.), 4/14/2005: I Speak of Dreams (CEDU Closing: McCown DeLeeuw Sued), 4/14/2005: I Speak of Dreams (CEDU Closing: George Lockers Criticisms), 4/22/2005: Woodbury Reports (Educational Consultants Make Special Offers to CEDU Parents), 4/23/2005: I Speak of Dreams (Independent School Governance), 4/27/2005: I Speak of Dreams (CEDU Closing: Chief Executive Officer of CEDU Education Pete Talbott's Background), 5/1/2005: Youth Today (How Brown Sank to Red: Brown Schools Bankruptcy), 5/8/2005: I Speak of Dreams (CEDU Closing: School Sites, Buildings, Contents to be Auctioned), 7/26/2005: Woodbury Reports (Former Academic Director of Boulder Creek Academy Dr. Marjorie Timms facilitates Nonviolent Communication Workshops in Bonners Ferry, ID), 8/11/2005: Woodbury Reports (Former Rocky Mountain Academy Staff Turned Educational Consultant Linda Shaffer Looks Forward to CEDU Reopening Under New Ownership), 8/17/2005: The New York Times (A Business Built on the Trouble of Teenagers), 8/18/2005: I Speak of Dreams (The Business of Troubled Teens), 8/18/2005: I Speak of Dreams (CEDUs Idaho Properties Sold to Universal Health Services and California Properties Sold to Chabad of Los Angeles), DC Health Justice Coalition (Universal Health Services Behind Closed Doors: The Hidden Harm of Maximizing Profits), 10/7/2005: Woodbury Reports (Universal Health Services reopens Ascent), 10/30/2006: Woodbury Reports (Christy Slate Leach worked at Cascade School, Rocky Mountain Academy, Northwest Academy, and San Cristobal Ranch Academy), 2007: Brainwashed (a song based on CEDU written by Alia Weiner), 1/5/2007: I Speak of Dreams (Universal Health Services Reopens Boulder Creek Academy and Northwest Academy), 1/8/2007: Student v. San Mateo Union High School District (Ascent, CEDU School, Mount Bachelor Academy), 7/13/2007: Idaho Transportation Department (Oly Lee Morris Sentenced to Jail for the Death of Former Rocky Mountain Academy Staff Dan Krmpotich), 8/23/2007: LiveJournal (Cult Survivors: CEDU), 4/22/2008: LiveJournal (Shardwolf: Ascent, part 2, St. Pauls and King George School), 4/24/2008: United States Bankruptcy Court for the District of Delaware (The Brown Schools files Chapter 7), 4/24/2008: Casetext (In re Brown Schools), 5/9/2008: Woodbury Reports (Dozens of Children Helped by Friends of Families Foundation), 10/8/2008: Surviving CEDU, clip 1 (Welcome to CEDU: a documentary by Liam Scheff), 10/8/2008: Surviving CEDU, clip 2 (Come Smush With Me: a documentary by Liam Scheff), 10/8/2008: Surviving CEDU, clip 3 (Raps: a documentary by Liam Scheff), 10/10/2008: Surviving CEDU, clip 4 (Propheets: a documentary by Liam Scheff), 10/12/2008: Woodbury Reports (Former Rocky Mountain Academy Graduate Jacqueline Gubers Wilderness Program New Horizons Shuts Down), 2/10/2009: Surviving CEDU, clip 5 (Who is Mel Wasserman? The Plaintiffs, Dianne and Robert Reibstein, enrolled their son, David Phillips, in Rocky Mountain Academy. The Court noted that "[i]t is well established, under Pennsylvania law, that an offer must be definite and `define its terms, specify the thing offered and be an intention of the present or the future to be bound.'" Relying in part upon Barrowclough, the Third Circuit looked to the relationships of the parties and whether the interests of such parties were directly related to one another. Mem. Robert Reibstein manifested to CEDU that Dianne Reibstein was authorized to bind him to the Contract. In Barrowclough, the Third Circuit dealt with the issue of whether third party beneficiaries of a deferred payment program under the Employee Retirement Income Security Act, who were non-signatories to an arbitration agreement, could be compelled to arbitrate a settlement. Location: The Rhineland / North Rhine-Westphalia / Rhine-Ruhr Metropolitan Area. (Compl., 20.). at all times relevant hereto acted individually and as agent for Plaintiff, Robert M. (Compl., 33.) The company owned and operated several therapeutic boarding schools licensed as group homes, wilderness therapy programs,[1] and behavior modification programs in California and Idaho. In Dayhoff, the plaintiff and another company were assignees to a License Agreement in which Dayhoff Inc. was granted the exclusive license to make and distribute candy in the United States. Id. ), 2/1998: Woodbury Reports, issue #50 (Pam Broker named Admissions Director of Rocky Mountain Academy), 2/1998: Woodbury Reports, issue #50 (The Marathon Workshop described by former Rocky Mountain Academy staff Linda Shaffer), 2/1998: Woodbury Reports, issue #50 (Montana Academy described by former Rocky Mountain Academy staff and Boundarylines Crises Intervention owner Richard Armstrong), 4/1/1998: The Spokesman-Review (CEDU sued for fraud, racketeering, and battery), 4/1/1998: The Spokesman-Review (Suit Says Schools for Troubled Teens Set Stage for Abuse), 4/1998: Woodbury Reports, issue #51 (Summit Lodge was opened on March 17, 1998 at Northwest Academy), 4/1998: Woodbury Reports, issue #51 (Former CEDU School and Rocky Mountain Academy staff Tim Brace describes Mount Bachelor Academy where he holds the position of Executive Director), 5/6/1998: Los Angeles Times (Other Possible Molest Victims of Psychiatrist Are Being Sought), 6/1998: Woodbury Reports, issue #52 (Former CEDU School staff Jill Bentz is hired as Director of Training alongside her husband former CEDU School staff Rudy Bentz who is hired as Dean of Student Life at Academy at Swift River which was founded by former CEDU School and Rocky Mountain Academy staff Tim Brace), 6/1998: Woodbury Reports, issue #52 (CEDU Family of Services announced the results of an outcome study conducted by California Survey Research Services for the years 1994-1997), 6/18/1998: Psych Search (Janes Crummel and his partner Dr. Burnell G. Forgey who was a psychiatrist contracted out by CEDU School are sued by a former patient who said the two sexually assaulted him on the pretext of providing therapy), 8/1998: Woodbury Reports, issue #53 (Referral Recognition Plan: $500 tuition credit available to current CEDU parents each time they refer a new family to a CEDU program), 8/1998: Woodbury Reports, issue #53 (The Brown Schools Buy Controlling Interest in CEDU), 8/1998: Woodbury Reports, issue #53 (Brown Schools President and Chief Executive Officer John P. Harcourt, Jr. stepped down from that position in February and was replaced by Tom Riley), 1/1999: Gadfly (Sweet Dreams, James Dean: CEDU), 1999: CEDU Promotional Video, part 1 (Includes peer group 72s graduation from Rocky Mountain Academy on March 20, 1999), 1999: CEDU Promotional Video, part 2 (Rocky Mountain Academy, CEDU Middle School, and Ascent), 2/1999: Woodbury Reports, issue #56 (Plaintiff Echo Springs Center for Transition Studies v. defendant CEDU Educational Services was dismissed since the parties settled out of court), 2/1999: Woodbury Reports, issue #56 (Thomas P. Riley replaced John P. Harcourt, Jr. as Chairman and Chief Executive Officer of Brown Schools. CEDU was aware of the desires and needs of David Phillips and Dianne Reibstein and offered its help for a monetary sum. The complete "Participant Admission Contract" and "Enrollment Status" report were subsequently submitted in the Plaintiffs' Motion to Supplement the Record as Exhibits B, C, and D. For purposes of this Motion, both pages 1 and 2 of the "Participant Admission Contract" are considered the complete contract. Id. Pa. Dec. 16, 1996) (quoting Scarpitti v. Weborg, 530 Pa. 366 (1992)), or if `recognition of a right to performance in the beneficiary is appropriate to effectuate the intentions of the parties and . F.) Interestingly, this new position by the Plaintiffs is in direct contradiction to the Complaint and correspondence from Plaintiffs' attorney to this Court dated October 26, 2000. CEDU's production of the Contract signed by both Dianne Reibstein and CEDU renders this argument moot. Since this Court finds that Dianne Reibstein acted as Robert Reibstein's agent, the question now before this Court is whether Robert Reibstein can be compelled to arbitrate based on agency principles. Around 1990 the facilities began to accept that some of the . As in Wetzel, the current case involves the issue of enforceability of a contract and therefore must be analyzed under Pennsylvania contract law. (See Compl. (Id. Be part of a 360 degree athletic program that will get you on the playing fields, in the mountains and anywhere else you can dream of. Id. Dismiss at 6.) . (Pls.' The court's analysis focused on the duties performed by the sister corporation and found that the interests of the sister corporation were either directly related to or predicated upon the actions of the principal. Lori Rist, Fitzgeralds assistant at Northwest Academy, will take over as the new head of school. RMA was a confirmedly abusive CEDU program that was closed in 2005 when CEDU collapsed. That same day, Dianne Reibstein executed the "Participant Admission Contract," ("Contract") which enrolled David Phillips as a student in CEDU's Rocky Mountain Academy from January 6, 1997 through April 7, 1998. "Over the past three years, the management of CEDU Education has labored tirelessly in the search for effective leadership for Rocky Mountain Academy and in implementing a curriculum that would deliver only the . Thus, due to the obvious and close nexus between David Phillips, the Contract and the contracting parties, I find that the facts of this case support binding David Phillips to the arbitration agreement. Pennsylvania. Id. 1999) (citing Wallace v. Tesco Eng'g, Inc., No. Id. Aug. 12, 1997) (citingPar-Knit Mills, Inc. v. Stockbridge Fabrics Co., Ltd., 636 F.2d 51, 54 (3d Cir. The Third Circuit compelled the non-signatory beneficiaries to arbitrate because "the non-parties to th[e] arbitration agreement have related and congruent interests with the principals to the litigation. Supplement R., Exs. (Id. 1997) ("a party may demand a jury trial when issues respecting arbitrability, Full title:DIANNE REIBSTEIN, ROBERT REIBSTEIN, and DAVID PHILLIPS, Plaintiffs, v, Court:United States District Court, E.D. . 1250, 1261 (E.D.Pa. Patrick McKenna was one of the Founders of the Monarch School. Therefore, mutuality exists between CEDU and the Plaintiffs as to the arbitration clause and because the arbitration clause is sufficiently definite in its terms and duties and is mutually binding, it is enforceable under Pennsylvania contract law. 1994); Pritzker, 7 F.3d 1110, 1121 (3d Cir. Id. Welcome to RMAE! Id. C D.) As such, David Phillips is closely connected with the Contract and the contracting parties. In Pritzker, the Third Circuit relied upon agency theory to find that "because a principal is bound under the terms of a valid arbitration clause, its agents, employees, and representatives are also covered under the terms of such agreements." The court stressed the parent-subsidiary corporate structure and refused to apply agency logic to the relationship. Mot. CEDU Educational Services, Inc., known simply as CEDU (pronounced seedoo), was founded in 1967 by Mel Wasserman and his wife Brigitta. at *6 (quoting Adriatic Ship Supply Co. v. M/V Shaula, 632 F. Supp. . In fact, "[t]he FAA was enacted to reverse longstanding judicial hostility to arbitration agreements by Abdurahman v. Prospect CCMC, LLC. Thus, ECI must establish that Winner, in his personal capacity, was a third-party beneficiary of the May 17,, jo, 107 F.3d 126, 129 (2nd Cir. Visible 00-1781 (E.D. When considering a case involving the enforcement of an arbitration agreement against non-signatories, the main question is whether the non-signatory is bound to the agreement under traditional common law principles of contract and agency law. Law Opp'n Mot. In a supplemental letter to the Court, written immediately following a hearing where the Court raised the issue of compelling arbitration based on agency theory, the Plaintiffs aver that Dianne Reibstein did not act as an agent for Robert Reibstein when she signed the Contract. Id. Id. Mot. . Status: city (state and region's largest city) Area: approximately 156 square miles / 405 square kilometres. The Court's analysis in Wetzel focused on arbitration and contract law. 208-255-6920/cell jandrick@cedu.com (June 2, 2004) Bonner's Ferry, Idaho - CEDU Education announced that two of its North Idaho schools, Northwest Academy and Rocky Mountain Academy, will swap locations. The "Participant Admission Contract" specifically includes David Phillips as the participant and requires him, along with the other parties, to perform certain duties in an attempt to help himself. Id. Its bad enough Similar to the issue in Pritzker, this question deals with whether a non-signatory to an arbitration clause can be compelled to arbitrate under agency theory. (See Compl.). However, the Plaintiffs currently admit that Dianne Reibstein signed a "Participant Admission Contract" that was prepared by CEDU. Dayhoff Inc., 86 F.3d at 1296-97 (citingBarrowclough v. Kidder, Peabody Co., Inc., 752 F.2d 923, 938 (3d Cir. 482 U.S. 483, 492 (1987). In Dayhoff, the relationship between the signatories and non-signatories was based on a parent-subsidiary corporate structure, not a principal-agent relationship. Law Opp'n Mot. Mem. (Pls.' Id. 2). In addition, the Plaintiffs further admit their acceptance of the agreement through "attendance by Robert and Dianne at required seminars, payment by Robert . . The employees appeared distraught. . Dismiss at 7-9.) CEDU employed 500 people in all of its facilities, which were located in Idaho, California and Vermont. The defendant's motion to dismiss and compel arbitration was granted based on an arbitration policy and accompanying explanatory memorandum that the plaintiff had received as a condition of his employment. (Pls.' Mem. Barrowclough was an account representative and investment advisor who was employed by Kidder, Peabody Co., Inc. ("Kidder, Peabody"). 1998) . While it was at the height of its wealth and power, the Archbishop of Cologne (who ruled over the city) demanded greater taxes. The court stated that "agency theory is not applicable to the facts before us" because of the corporate relationship in the case. at 1296; First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995). Supplement R., Ex. Sorry no staff allowed, regardless of whether you were a student prior. The Plaintiffs aver that Patricia Doyle was supportive and stated that "CEDU was willing to work with Plaintiffs, Dianne and Robert Reibstein to re-enroll Plaintiff, David Reibstein, as soon as possible." Presumably sites such as the CEDU or Brown Schools websites were the source and have subsequently disappeared. at 13.) Id. III. This case deals with a "Participant Admission Contract" which contains an arbitration clause. For tax purposes, Kidder, Peabody allowed some of its executives, including Barrowclough, to defer their salary up to twenty-five percent. C D.) Thus, by its very terms, the arbitration clause offered by CEDU binds both CEDU and the Plaintiffs to arbitration. On or about June 15, 1998, without an explanation, Dianne and Robert Reibstein received a one-page faxed letter informing them that David Phillips was ineligible to be re-admitted to Rocky Mountain Academy. According to the facts, the present case does not involve a parent-subsidiary corporate relationship, but involves close relationships based on contract and agency principles. Id. Id. Mem. As such, when Dianne Reibstein signed the "Participant Admission Contract," she acted individually and as an agent for Robert Reibstein. They have bought property outside Sagle, Idaho where Fitzgerald will live and manage that as the new expansion of Northwoods School. (See Compl.) . The Third Circuit differentiated Dayhoff from Barrowclough based on the facts of those cases. Id. Id. "Apparent agency turns on the conduct of the principal `which reasonably interpreted, causes the third party to believe that the principal consents to have the act done on his behalf by the person purporting to act for him.'" at *1122 (citing Isidor Paiewonsky Assocs., Inc. v. Sharp Properties, Inc., 998 F.2d 145, 155 (3d Cir. at 1122. A.) (Compl., 33.) 19 (Former Rocky Mountain Academy staff Lisa Snyder poses fully nude in sex acts with Michelle Bauer in pages 70-81), 1/1990: Woodbury Reports, issue #2 (Why children of successful executives often need special purpose schools: CEDU, Franklin Academy, Brown School, and DeSisto School [1/1/1990: Fortune Magazine]), 1/1990: Woodbury Reports, issue #2 (Rocky Mountain Academy graduated 21 students on December 9, 1989, bringing them to 129 students), 4/1990: Woodbury Reports, issue #3 (Hilltop added a transition phase of supervised independent living for those completing the emotional growth phases), 6/1990: Woodbury Reports, issue #4 (Rocky Mountain Academy graduated 22 students on March 17th leaving 126 students on campus), 8/1990: Woodbury Reports, issue #5 (Rob Spear replaces Dan Earle as president of Rocky Mountain Academy), 8/1990: Woodbury Reports, issue #5 (Rocky Mountain Academy finishes on-campus apartments), 8/1990: Woodbury Reports, issue #5 (CEDU School has been Accredited), 8/1990: Woodbury Reports, issue #5 (Former Rocky Mountain Academy staff Richard Rowdy Armstrong forms his own transport service Boundarylines Crisis Intervention), 8/1990: Woodbury Reports, issue #5 (Rocky Mountain Academy and CEDU Support Groups), 1/1991: Woodbury Reports, issue #5 (Former Rocky Mountain staff Richard Armstrong opens Boundarylines which is a transport service for teenagers with behavioral and emotional problems), 6/1991: Woodbury Reports, issue #10 (CEDU School), 2/1992: Woodbury Reports, issue #14 (Rocky Mountain Academy featured in front page article in February 17th edition of the Spokesman-Review), 2/1992: Woodbury Reports, issue #14 (Opening of CEDU Middle School), 2/1992: Woodbury Reports, issue #14 (Vicki Jones, a counselor at Rocky Mountain Academy, has returned to the Academy after a one year sabbatical touring Asia and New Zealand with her husband Chuck.
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