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WebMD Health Corp. (NASDAQ:WBMD)
Q2 2009 Earnings Call Transcript
July 30, 2009; 4:45 pm ET
Marty Wygod - Chairman of WebMD, Chairman & Acting Chief Executive Officer of HLTH Corporation
Mark Funston - Chief Financial Officer of HLTH & WebMD
Wayne Gattinella - Chief Executive Officer & President
Tony Vuolo - Chief Operating Officer
Risa Fisher - Vice President of Investor Relations
Mark Mahaney - Citigroup
James Mitchell - Goldman Sachs
Corey Tobin - William Blair & Company
Mark May - Needham
Robert Coolbrith - ThinkEquity
Good afternoon and welcome to HLTH Corporation and WebMD's Health Corporation June 2009 quarterly conference call. Today's call is being recorded. I would now like to turn the call over to Risa Fisher, Vice President of Investor Relations. Please go ahead.
Risa Fisher
Good afternoon. This is a joint conference call to discuss HLTH and WebMD's second quarter financial results. The earnings release issued today by HLTH is available at www.hlth.com in the Investor Relations section. The earnings release issued today by WebMD is available at www.wbmd.com also in the Investor Relations section.
The releases issued today include reconciliations between GAAP and non-GAAP financial measures to be presented in this call. The explanatory paragraphs in those releases concerning forward-looking disclosures and related risks and uncertainties also apply to forward-looking disclosures made during this call, including those regarding our guidance on future financial results and other projections or measures of HLTH and WebMD's future performance. Information concerning the risks and uncertainties can be found in HLTH and WebMD's SEC filings.
I'd now like to turn the call over to Marty Wygod, Chairman of WebMD, and Chairman and Acting CEO of HLTH Corp.
Marty Wygod
Good afternoon and thank you for joining us today. Joining me on the call today are Wayne Gattinella, CEO and President of WebMD, Mark Funston, CFO of HLTH and WebMD, and Tony Vuolo, COO of WebMD.
Before we discuss the results of WebMD, I'd like to cover the status of the pending merger between HLTH and WebMD. As previously announced, HLTH and WebMD entered into a definitive merger agreement on June 17, 2009. In this transaction, HLTH will merge into WebMD on a tax free post stock transaction.
On July 10, 2009, WebMD filed a Registration Statement with the SEC containing a preliminary joint proxy statement prospective relating to the merger. We have received initial comments from the SEC and believe that we're on track to seek the required stockholder approvals at the HLTH and WebMD stockholder meetings on September 25, 2009.
Turning to WebMD, I am pleased with WebMD's results this quarter. At a time when many Internet and media companies are continuing to see declines in advertising revenues, we're experiencing strong growth. I expect the second half of the year to have continued strong revenue growth with significant margin expansion. Advertiser demand for our high quality and highly engaged audience is increasing.
The complexity and size of the potential contracts in our pipeline of consumer and physician programs continues to increase. The strength of the WebMD brand, the size and quality of our audience, the sophisticated set of services we offer our advertisers and our technology platform and expertise clearly differentiate us from others in the marketplace and provide a solid foundation for growth.
We believe that over the next few years, we're very well positioned to capture the opportunities that will likely arise as the federal government and the healthcare industry place much greater emphasis on prevention and wellness. With a significant reach in trust that we have with the nation's physicians and consumers, as well as with our private portal decision support applications and data assets.
We have the information and tools to encourage healthy lifestyle decisions that can reduce the incidents and costs associated with preventable diseases and conditions. Very small reductions in preventable diseases like Type 2 Diabetes or High Blood Pressure take out billions of dollars in healthcare costs.
WebMD can be an integral part of the solution to make savings like this very possible. I'd like first to turn us over to Mark Funston and then Wayne Gattinella to review the second quarter financial and operating results, respectfully and then, we will take questions at the end.
Thank you very much. Mark.
Mark Funston
Thank you, Marty. Please note that, as previously announced, the Little Blue Book business is reflected as discontinued operations in WebMD's and HLTH's financial statements in the current and prior year periods. WebMD is currently in the process of divesting the Little Blue Book business.
HLTH and WebMD filed form 8-K's on July 2, which include audited financial statements that reflect the Little Blue Book business as discontinued operations for all periods covered in their most recent form 10-K. HLTH's results also continue to present the ViPS and Porex businesses as discontinued operations in the current and prior year periods, reflecting the sale of ViPS in July 2008 and the ongoing process to divest Porex.
I will now review WebMD's second quarter results. WebMD revenue for the June 2009 quarter was $98.6 million compared to $86 million last year, an increase of 15%. To breakdown the 15% revenue increase for you, public portal advertising and sponsorship revenue, which represent 77% of total revenue, increased 18% to $76 million. Private portal services revenue, which represents 23% of total revenue, increased 4% to $22.6 million.
Public portals advertising and sponsorship revenue now includes print, which is predominantly advertising in WebMD, the magazine and content syndication and other revenue as the total of these other revenues are not significant to current or prior year periods.
Private portal services revenue was previously referred to as licensing revenue. WebMD's adjusted EBITDA for the June 2009 quarter was $23.2 million or $0.40 per share compared to $18.4 million or $0.31 per share last year, an increase of 26%.
Adjusted EBITDA margin of 23.5% for the second quarter of 2009 was approximately 200 basis points higher than last year. The adjusted EBITDA margin on incremental revenue was 38% for the June 2009 quarter compared to last year. Our effective tax rate in the June 2009 quarter was approximately 40%.
Non-cash stock compensation expense was $5.8 million compared to $3.5 million last year. The increase reflects a broad based equity grant made by WebMD in the fourth quarter of 2008. Income from continuing operations was $7 million or $0.12 per share for the second quarter compared to $5.7 million or $0.10 per share last year.
The loss from discontinued operations includes a non-cash after-tax charge of $5 million to reflect the impairment and caring value of our Little Blue Book business. Net income was $2.1 million or $0.04 per share for the second quarter compared to $6.4 million or $0.11 per share last year. WebMD's weighted average diluted share count using computing first share amounts for the June 2009 quarter was 58.6 million shares.
Operating cash flow from continued operations was $46.5 million for the June 2009 quarter. As we have stated on prior calls, quarterly operating cash flows can be impacted by the timing of the cut-off of compensation accruals, other expense accruals, the billing and collection of receivables from our customers and reimbursements to HLTH in relation to the quarter's end.
Capital expenditures were $5.5 million for the June 2009 quarter. WebMD had $373 million in cash and investments at June 30, 2009, including student loan-backed auction rate securities or ARS with a fair value of $126.3 million. These ARS have a face amount of $163.9 million.
Turning now to HLTH's consolidated financial results. HLTH's consolidated revenue for the June 2009 quarter was $98.6 million compared to $86 million in the prior year, an increase of 15%. Adjusted EBITDA was $20 million in the June 2009 quarter compared to $12.8 million in the prior year, an increase of 56%.
In addition to the adjusted EBITDA from WebMD, adjusted EBITDA on a consolidated basis also includes HLTH's corporate expense, which for the June 2009 quarter, was $3.2 million compared to $5.6 million a year ago. HLTH's consolidated interest income for the quarter was $2 million compared with $8.1 million in the prior year, reflecting lower cash balances invested at lower interest rates.
HLTH's consolidated interest expense declined to $5.8 million from $6.6 million in the prior year due to the repurchase of notes. Interest expense includes non-cash expense of $2.5 million and $2.7 million in the current and prior year periods, respectively. As discussed last quarter, this non-cash interest expense reflects the required adoption of ATB14-1, which was applicable to our 380% convertible notes.
During the quarter, HLTH purchased $8.9 million face amount of its 1.75% convertible notes and $31.7 million face amount of its 380 convertible notes. The aggregate cash used for these purchases was $37.2 million. We recorded an aggregate gain of $3.5 million related to these purchases during the quarter, which is presented as a separate line item on the P&L.
HLTH's income from continuing operations for the second quarter was $700,000 or $0.01 per share as compared to loss from continued operations of $1.6 million for a loss of $0.01 per share in the prior year period. HLTH's loss from discontinued operations was $12.4 million or $0.12 per share as compared to a loss of $3.2 million or $0.02 per share in the prior year period.
HLTH's net loss was $11.7 million or $0.11 per share as compared to a loss of $4.8 million or $0.03 per share in the prior year period. Loss from discontinued operations and net loss for the June quarter includes an after tax expense of approximately $11 million, reflecting an increase in the estimate of HLTH's indemnification obligation for the defense cost of the eight former officers and directors of Emdeon practice services.
A former subsidiary of HLTH, which was divested in 2006, partially offset by proceeds from the settlement with one of our insurance carriers related to this matter. Also included in the loss for discontinued operations and net loss are the results of operations of Porex and Little Blue Book and a non-cash after tax charge of $5 million to reflect impairment and carrying values of WebMD's Little Blue Book business, as previously discussed.
At June 30, 2009, HLTH had approximately $828 million in cash and investments of which $373 million is attributable to WebMD. These amounts include the fair value of investments in ARS, totaling $270.7 million of which $126.3 million is attributable to WebMD. The face amount of these ARS is $353.9 million of which $163.9 million is attributable to WebMD.
As previously disclosed, HLTH and WebMD have standby lines of credit with Citigroup. These lines of credit allow HLTH and WebMD to borrow up to 75% of the face amount of their respective ARS holdings until April 2010 with recourse only to the ARS holdings pledged as collateral. To date, no borrowings by HLTH or WebMD have been made under these facilities. HLTH's weighted average share count used in computing per share amounts for the June 2009 quarter was 105.7 million shares.
Turning to financial guidance, WebMD reaffirmed its financial guidance for 2009 today and narrowed the ranges for its anticipated revenue and adjusted EBITDA by raising the low end of those ranges. For 2009, WebMD expects total revenue to be $420 million to $440 million, an increase of 12% to 18% over 2008.
Adjusted EBITDA to be $120 million, an increase of 17% to 28% over 2008 and income from continuing operations to be approximately $31 million to $41 million or $0.51 to $0.66 per share an increase of 21% to 58%. The annual guidance does not include the impact of a pending merger with HLTH. For the quarter ending September 30, 2009, WebMD expects revenue to be in the range of $109 million to $112 million with adjusted EBITDA representing approximately 28% of revenue.
These amounts represent anticipated growth of approximately 18% to 19% in public portal advertising and sponsorship revenue and 4% in private portal services revenue. Income from continuing operations is estimated to be 10% of revenue for the third quarter of 2009. Schedule summarizing WebMD's and HLTH's financial guidance, as well as reconciliations between GAAP and non-GAAP financial measures, are attached to the respective press releases issued earlier today.
I'd now like to turn it over to Wayne to discuss WebMD's operating results in more detail.
Wayne Gattinella
Thanks Mark. We're all very pleased, once again, to deliver strong results this quarter. As you heard, WebMD's advertising revenues grew by 18% as we see continuing demand from both our pharmaceutical as well as consumer product companies in the health and wellness markets.
Our network traffic from both consumers and physicians also continue to expand significantly this quarter as traffic to the WebMD Health Network averaged 59.8 million unique users per month, which is an increase of 24% versus the same period a year ago and page views during the quarter grew by 31% to 1.4 billion pages.
Our traffic acquisition costs this quarter were again near zero as our online user base continues to grow organically on sites that are wholly-owned and operated by WebMD, where WebMD is in full control over the quality of the programming and over the pricing of our inventory. We continue to optimize our traffic through new technology and improved site design.
In June, we launched a new consumer home page, as well as an enhanced search results page on WebMD.com aimed at increasing our user engagement and optimizing the commercial yield on our site. Early results are already showing success on both fronts. We also launched two major sponsors for our new WebMD TV products at WebMD.com.
WebMD Healthy Skin TV, sponsored by L'Oreal, incorporates our new digital platform that integrates personalization, video and mobile messaging to create a high impact branded educational program in the area of skin care. WebMD Bipolar TV that's sponsored by AstraZeneca also provides expert meditation education and community in the area of bipolar disorder.
Our professional network with Medscape.com as the flagship site continues to be the largest website and leading source of medical information for physicians. Our reach exceeded 1.5 million monthly physician visits during the quarter and to further extend our online reach to physicians, we expanded our network advertising partnership with Yahoo this quarter in order to be able to reach Medscape's physicians across Yahoo's properties and services.
WebMD will fully represent Yahoo's inventory to advertisers wanting to reach the highly valuable Medscape physician audience. We will deliver the physician user with more timely and relevant marketing messages, when he or she is on a Yahoo property.
Online medical education on our professional sites reached 1.6 million completed programs during the quarter, which is a growth rate of 25% versus a year ago, as the internet continues to replace the traditional sources of medical education. Recently released industry data from the ACCME organization reaffirms Medscape's leadership in the market for providing online continuing medical education to healthcare professionals.
According to the ACCME data for the full year 2008, Medscape's share of all physician accredited education programs, both online and offline, went from 19% of all physicians CME to 26% of all CME between 2007 and 2008, and our Medscape share of online physician accredited education programs reached 62% of all online programs delivered in 2008.
Physician Connect, which is Medscape's professional community applications, has enabled physicians to securely engage with each other online also continue to grow strongly as we now have over 116,000 physicians participating online.
In June, we hosted our 11 Annual WebMD Health Forum here in New York City, and by all measures, it was our most successful to-date. This invitation only event brings together marketing leaders from the leading biopharma and medical device companies in order to discuss the most significant trends in the marketplace and the new business strategies that are emerging.
It also provides an opportunity for WebMD to showcase the value of our newest services at a time when biopharma customers are building their strategic plans for the coming year. We had record attendance at this year's events, both in number, as well as seniority of the attendees. I can tell you that the sentiment of the meeting was that the industry is looking to more aggressively integrate online strategies into their core marketing mix as each of them actively seek to build new commercial models for the future.
To give you a quick update on our early initiatives in the international mobile space. First, on the international front through our relationship with Med Center, we now reach over 153,000 physicians in Latin America, Mexico and Spain, and we are just now beginning to monetize net audience for the future.
In March, we announced the long term strategic relationship with Boots UK, the leading pharmacy in healthy and beauty retailer in the United Kingdom, to jointly launch a major new consumer health portal for the UK. This new offering will leverage WebMD's online consumer health assets and expertise with Boots strong consumer marketing presence in the UK. The development work is going extremely well and we are on track to launch this new consumer health and wellness portal later this year.
On the mobile front, earlier this month, we launched Medscape Mobile. It's our first mobile application for physicians. Medscape Mobile provides the most comprehensive drug information clinical reference tools, medical news and continuing medical education on a mobile device.
Launched initially for the iPhone and iPod Touch, it's the only medical application to deliver specialty-specific news and medical education that leverages our assets from Medscape's award-winning professional editorial team. I'm really pleased to tell you that after just two weeks, Medscape Mobile has already become the number one most downloaded medical application on Apple's App Store.
New development is underway to launch new product enhancements, as well as additional mobile platforms for Medscape Mobile, including the BlackBerry later this year. Our consumer iPhone app that launched last November is also yielding fast growth with now over 750,000 download. We see the mobile market as an important opportunity for future growth as we leverage the strength of whether these brand across multiple consumer and physician platforms.
Turning now to our private portals market. At the end of the second quarter, our installed base of companies licensing the WebMD private portal platform totaled 137 organizations. That compares to 123 a year ago. We also have approximately 140 additional customers who purchased our standalone health physician support services.
We've been successful in up selling many of our newer services, such as coaching, into our installed base, as well as converting customers from a standalone product solution to our fully integrated platform offering, such as we just accomplished with Blue Cross Blue Shield of Florida this quarter.
As we discussed previously, our 2009 guidance reflects the fact that the growth in new customers for our private portal services will probably be offset by the downsizing or in some cases the loss of current employer customers whose businesses themselves have been severely impacted by the economy, notably those in the financial services and automotive industries.
While the economic environment is impacting the growth of our private portals business in the short term, this does not in anyway change our long term view of the opportunity in the employer, payer and government markets. Organizations clearly recognize the value that personalized HLTH information can play in better managing the HLTH and costs of care for their employees and planned members.
WebMD's Health and benefits platform services, including our personal health record and preventive care services, are proven ways to improve health outcomes and make healthcare more accessible, as well as more affordable. So, in summary, our second quarter results continue to demonstrate the strong momentum in the face of a challenging environment.
We still have a very large and under penetrated opportunity in front of us. We believe we are well positioned to benefit from the changes that are occurring throughout this marketplace. The strength of our brand and the unique high quality of our consumer and professional audience are important differentiators over any other media property.
Demand for our brand to highly engaged users is increasing at the expense of other forms of media. Our investments in our technology platform are clearly paying off because, in addition to the operational efficiencies and cost savings, the speed of innovation that we can deliver is far greater today than anytime in the company's past.
I'm really enthusiastic about the momentum we see in our business and we will continue to invest in this franchise, in our infrastructure and in our people to further accelerate our success in the quarters ahead.
Operator, at this time, we'd like to open it up for questions.
Question-and-Answer Session
Thank you, sir. (Operator Instructions) Our first question comes from Mark Mahaney from Citigroup. Please go ahead.
Mark Mahaney – Citigroup
Great. Thank you. I wanted to ask a question about some of the impact on your business on customer demand from some of the regulatory changes that have impacted pharmaceutical or health-related advertising, particularly the ISI requirements over the last couple of months. Has that had a material impact in terms of pushing people to advertise more with WebMD? Thank you.
Wayne Gattinella
Yes, Mark. The requirement that advertiser's pharmaceutical advertisers include the risks within their search advertising and causing them really to pretty much eliminate branded search promotions. We believe it's helping our business, if I look at our consumer business overall showing healthy growth, we're seeing major pharma brands beginning to shift dollars from many other venues both offline and online to our properties. We are beginning to really penetrate some of the larger brands at a level that we haven't seen before.
We think we have a very strong pipeline in several strategic pharma brands that are building for the future. In terms of the new requirement to provide more information regarding patient safety information, we quickly responded to that need by reengineering all of our display advertising in a way that could support this greater disclosure, both in display ads, as well as even in our sponsored video promotion.
So we think overall we're benefiting certainly from the speed of change to the new requirements and to the extent that it's eliminated the availability of other channels. We do believe we're benefiting from that as well.
Thank you. Our next question comes from James Mitchell from Goldman Sachs. Please go ahead.
James Mitchell - Goldman Sachs
Great, thank you. This is James Mitchell calling on behalf of Jennifer Watson. A couple of questions; one is, could you breakout the contribution to revenue in the quarter from the WebMD Magazine publishing business?
Mark Funston
We don't separately breakout publishing. As I said, it's a de minimis part of our revenue. So it's predominantly the advertising from our magazine, and we've just consolidated that because it's so little into the single line item.
Wayne Gattinella
Yes, I mean, I would just say that the magazine originally was launched as a branding effort. It's distributed bimonthly to 85% of the doctor's offices around the country at no charge and it was really meant to really extend the brand at a very important time when people are waiting to see the doctor, and it is supported by advertising. As Mark said, the overall revenue is relatively insignificant, it is a profitable operation and, again we see it as a strong part of our branding overall.
James Mitchell - Goldman Sachs
Okay and it looks like your HLTH fee growth accelerated a little bit, thus the prior quarter. Did inquiries about swine flu contribute material to that or it's more normal ongoing business?
Tony Vuolo
This is Tony Vuolo. Certainly, the swine flu did contribute somewhat to traffic, but it certainly wasn't the largest reason for the increase.
James Mitchell - Goldman Sachs
Thank you.
Our next question comes from Corey Tobin from William Blair & Company. Please go ahead.
Corey Tobin - William Blair & Company
Hi, good afternoon. I want to talk for a couple minutes about the CME business. It's been a very strong source of growth here for a number of quarters. I'm just curious; can you give us a feeling for how fast the online CME market is growing, not necessarily your business, but the overall market?
Then, in conjunction with that, how much more share do you think you can take? I mean, you're at 60% or so today. Is there a chance that you see this go to 70%, 80% or do you have a feeling exactly, how much faster you can continue to grow in that space?
Wayne Gattinella
Okay. So let's break it down a little bit. This is the data that's reported by these ACCME organizations. They've report the prior year's data in June. So the 2008 data is very recent, if you will or just recently came out. Today, we're at 62% of all online CME and 26% of all CME. The fact is that most of the growth coming out of CME today is coming through the online channels, so though it has been growing overall to some extent from physician users.
Our share of online has remained relatively confident, about 60%, 65% as there are still other venues for physicians to get CME online. There is all of the medical societies, their medical institutions, the AMA, academic institutions. I mean there's sort of a long tail of places physicians can get CME. We're clearly the largest single one, but that long tail won't go away, that will continue. So we're happy to have the majority of the share in the part of the CME market that is growing the fastest.
I should add that more than half of our CME is actually not commercially sponsored. We see medical education as a very important part of the user experience, what brings physicians to Medscape, what distinguishes Medscape from other sites or sources of information and it becomes a really important driver of continued traffic.
So, as we look at that market overall, we continue to look at CME as an important user experience and then obviously, it's also a revenue generator to the extent that we also provide commercially supported CME as well. We try to maintain a balance that maintains the integrity of the site and ensures that clinical information that is needed by doctors, whether it's being sponsored or not, is delivered.
Corey Tobin - William Blair & Company
I think you just answered my next question, which was the percentage of the CME that is revenue generated, did you say it's over 50%?
Wayne Gattinella
No, commercially supported CME is less than half of our overall CME programs.
Our next question comes from Mark May from Needham. Please go ahead.
Mark May – Needham
Okay. Couple questions here any thoughts on calendar 2010? Do you think you can grow the ad business in strong double-digits given the pipeline of campaign activity that you're seeing? I'm sure it's a little early on, but just get your sense of what you think ad growth can be over the next 12 months.
In terms of margins, I think you're exiting this year the second half at very high 20%, even approaching 30%, EBITDA margin. Do you think that you guys can do 30% or more EBITDA margins in 2010 and I had one follow up please.
Wayne Gattinella
I'll start, Mark. Marty, if you want to add some color, please. Certainly, we have not put guidance out yet for 2010, so it's premature for us to put hard numbers out there other than to say that we see continuing momentum in the business that we have.
We feel that our pipeline today is as strong if not stronger than it's ever been. We see the commitments that many of the large brands are making for the balance of this year and planning for 2010 to be at levels that we haven't seen before.
As I commented in our annual client HLTH forum, sort of the tenor of that meeting and the intensity of the discussions as people are planning for 2010 having done this now for nine years myself, was stronger than I've seen in any prior year.
So, I can only tell you that we feel good about all of the signs that we see, but at this point, I think it would just be premature to try to forecast or project those numbers yet.
Mark May – Needham
What about on the margin front? Anything that's unusual in the second half of this year, suggest that we shouldn't think of that as a base level going into 2010?
Wayne Gattinella
Well, there is seasonality in our revenues with our third and fourth quarters are always our highest revenue growth quarters and therefore, also, our highest margin quarters and so, you really can't look at just an exit rate from our highest margin quarter and extrapolate that into next year. If you look at our history, you'll see seasonality in that, but you'll definitely see growth next year on that same kind of time line.
Marty Wygod
Yes, just follow up on that, having said that. If you look at the full year 2009 guidance compared to 2008, I think you'll see strong margin expansion overall for the year and we've certainly contemplated that that will continue into next year.
Mark May – Needham
Then my follow up had to do with the merger. How does the merger change the WebMD business and/or the financial profile of the company? Are there any costs that can be removed? Does it enable you to do anything that you can't effectively do today?
Marty Wygod
I think it brings in some capabilities in relation to some of the people that would be being combined with WebMD that gives us the traditional strength of management to grow the companies to the next level. I think that obviously it's going to bring additional capital to the equation and we are reducing the expenditures at both so that it's going to bring on a very minimum amount of additional overhead into the combined WebMD Health and getting back to your prior question, every indication.
As we said earlier in the presentation, in relation to the size of the contracts with each of our manufacturers and the how we've come ingrained in their strategy going forward for the next two years, and the new products that Wayne is introducing, which all have the same or higher margins attached to them, give us every indication that this growth is going to continue and the margins are going to probably increase somewhat.
We just happen to be in the perfect position at this time with what's happening with healthcare. We have all of the right assets. We're moving very aggressively. There are really no viable competitors on the horizon. As healthcare becomes totally mainstream here and whole area as we've said of prevention finally coming into the mainstream, we're in the perfect position to capitalize off of this in the next two years.
Thank you. Our next question comes from Robert Coolbrith from ThinkEquity. Please go ahead.
Robert Coolbrith - ThinkEquity
Good afternoon. This is actually Rob on the call for Bill. Quick question relating to, what might happen beyond the two year timeframe. Beginning to get some hints that there are waves of patent expirations approaching in 2011.
How are you beginning to think about it? How that could impact the business in the out years and just a matter of getting share in the intervening period of budgets and that offsetting of potential impact from some of the high profile patent expirations? Thank you.
Wayne Gattinella
Yes. I mean, based on our experience over the last seven or eight years with large products that do go off patent, what we have seen is that the remaining branded products in the same class tend to step up and start filling the gap that potentially the leader used to fill. So, you see by definition the number two brand of product become the number one brand and their patent life oftentimes continues for several more years or more and I would expect that to continue.
I mean, starting with the fact that we're still a very, very small piece of the overall pharma spend, even as those products potentially go away. Some get replaced, some may not. There's still an enormous amount of spend in the market of $18 billion to $20 billion a year just in the U.S. alone that even the elimination of some of the blockbuster products that maybe on the docket over the next 12, 24, or even 36 month periods should not be of an consequence, if you will to us.
Marty Wygod
Those blockbuster products are not that meaningful to our revenues at this point.
Robert Coolbrith - ThinkEquity
Okay. Thank you very much.
Thank you. We do have a follow-up question from Corey Tobin. Please go ahead.
Corey Tobin - William Blair & Co.
One quick one, if I could on reform. Based on what you've heard so far regarding the proposed healthcare reform agendas that are out there. Can you just give us a quick snapshot of what you see is the biggest opportunity that could be created for the company and then also at the same time the biggest risks that might emerge? Thanks.
Wayne Gattinella
The opportunities, I think fall into two significant areas. One is in the area of health information technology. The other is in the area of education around health and wellness. The technology funding that's being put into the market that will accelerate the adoption of the electronic medical reports at the physician's point of care, will absolutely make our personal health record more valuable, because today as much as it does for the user on their own machine.
It still is not electronically connected to the provider network at large because there's no single highway to be able to do that. So as over the next couple of years, adoption of a common standard and just adoption of the electronic medical record overall accelerates. We see that as giving us newfound services and capabilities that will make our products much more valuable.
In the area of education, health and wellness, which is the next I think, large area that the President's going to be focused on, as he smartly identified prevention as probably the most opportunistic way to reduce long term healthcare cost. That plays right in our suite spot. We are the recognized brand. We're the brand that even the FDA recently partnered with recognizing that more people come to WebMD looking for FDA warning information than go to fda.gov.
Together with our experience in health and wellness programs and alike, our reach, our brand, etc., raising the awareness, the educational standards and, potentially, the government sponsored and supported programs. We intend to be a major part of those efforts. At this point, we don't based on our business model, we don't really see downsides in the discussions currently taking place.
Our models not really predicated on any sort of major payer supported activity that may, in fact, be changing by design. It may actually introduce new kinds of customers that today don't exist for us, as things like health exchanges and the like pop up in the market, but it's still too premature to really try to define that yet.
Corey Tobin - William Blair & Co.
Nothing with respect to any changes in the healthcare system that might affect some of your customers that might pose a risk to you?
Wayne Gattinella
Unless you believe that they're going to go away completely, I guess you could that scenario, but I don't personally believe that's the scenario you're going to see. So, to the extent that we support health plan carriers as part of our private portal customer base, they maybe competing differently or they may have to compete with a different set of services, but they're still going to be competing as far as I can see.
Corey Tobin - William Blair & Co.
Sounds good, thank you.
Thank you. (Operator Instructions) One moment for questions, we do have a question from [Inaudible]. Please go ahead.
Unidentified Participant
The pro forma or the combined NOL that you'll have and do you expect to be able to fully utilize it or will some of it get sort of wiped out in the merger or will some of it expire too soon to be able to capitalize on it?
Marty Wygod
No, we think the growth in our EBITDA is going to be more than enough to totally capitalize on it. I think the entire amount of the combined federal NOL that we have will be utilized perhaps to a less degree on some state levels, but that's one of the advantages of the transaction is total utilization of the NOL.
Unidentified Participant
I didn't catch the number, I apologize.
Marty Wygod
I don't think I threw it out there. Mark, what is the total number of the combined NOL?
Mark Funston
Approximately $800 million.
Unidentified Participant
Great. Thank you.
Thank you. (Operator Instructions) It appears to be no further questions. As a reminder, if necessary there is a replay available for this call, which can be accessed toll free at 888-266-2081 or if you are calling from outside the US, at 703-925-2533.
The pass code is 1379043. There is also the webcast replay available on HLTH Corporation and WebMD's website as well. Thank you for joining us today. Attendees, you may now all disconnect.
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text: A posteriori error estimates for a finite element approximation of transmission problems with sign changing coefficientsSerge Nicaise, Juliette VenelJ. Computational Applied Mathematics2011We perform the a posteriori error analysis of residual type of a transmission problem with sign changing coefficients. According to [6] if the contrast is large enough, the continuous problem can be transformed into a coercive one. We further show that a similar property holds for the discrete problem for any regular meshes, extending the framework from… (More)


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January 31, 2007
THOMPSON DESIGN GROUP, PLAINTIFF,v.1101-1125 HUDSON STREET LLC AND GOTHAM PARTNERS, L.P., DEFENDANTS.
This matter comes before the Court upon defendants 1101-1125 Hudson Street LLC ("1101" or "Developer") and Gotham Partners, L.P.'s ("Gotham Partners") (collectively "Defendants") motion for partial summary judgment. The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332. The Court, having considered the parties' submissions and decided the matter without oral argument pursuant to Federal Rules of Civil Procedure Rule 78, and for the reasons set forth below, will deny Defendants' motion for partial summary judgment.
A. The Parties
Plaintiff Thompson Design Group ("Plaintiff" or "TDG") is a corporation incorporated under Massachusetts law, with its principal place of business located in Boston, Massachusetts. (Compl. ¶ 5.) Jane Thompson is TDG's director and sole shareholder. (Thompson Dep. at 11, 15-17.)
Defendant 1101 is a limited liability company organized under Delaware law. (Compl. ¶ 6.) Defendant Gotham Partners is a limited partnership organized under New York law. (Defs.' Statement of Facts ¶ 16.) During the periods that are relevant to this case, Gotham Partners was a member of 1101. (Compl. ¶6.)
The present action concerns the development of a parcel of approximately 24 acres of waterfront property in Hoboken, New Jersey ("Project"). (Id. ¶¶ 1, 8.) On or about December 16, 1999, TDG entered an agreement with the Developer to provide its services for the Project ("Agreement"). (Klafter Certification Ex. A (Agreement) at 1.) During the course of TDG's performance of the Agreement, neither TDG nor Ms. Thompson were licensed to practice architecture in New Jersey. (Pl.'s Counter-Statement of Facts at 10.) The parties dispute whether the Agreement required such a license.
B. The Agreement
The Agreement states that TDG "is in the business of designing, planning, programming, and otherwise assisting in the development and redevelopment of real property," and that it "has represented to the Developer that it has the necessary knowledge and expertise to assist the Developer with regard to the Project, its concepts, realization, and approval . . . ." (Agreement at 1.) The Agreement provides that TDG was retained "to act as a consultant to the Developer on the terms and conditions" set forth in the Agreement. (Id.) It further provides that TDG "agrees to work in association with Dean Marchetto Architects, of Hoboken, New Jersey," and to credit the work to "Thompson Design Group, Inc., architects/planners/urban designers, in association with Dean Marchetto Architects." (Id.) The Agreement repeatedly uses the term "Architect/Designer" in referring to TDG. (See id.)
Section 2 of the Agreement describes the services that TDG agreed to provide, specifically with reference to the three distinct phases that were planned for the Project. Section 2.1 states that TDG will "[c]omplete Phases 1 and 2 [of the Project], which includes Concept Program Development, Site Master Plan and Built Space Analysis and Plan, through Design Feasibility Study . . . for the purpose of achieving city approval for a total buildable project . . . ." (Id. § 2.1.) Section 2.2 provides that TDG "is commissioned by Developer to create and realize concepts and designs for the Developer in connection with the Project, and to function as the Project leader in (but not limited to) Phase 1 and 2 master planning, functional planning, and overall design, working closely with Developer in all actions." (Id. § 2.2.) The section further states that "[a]ll final decisions regarding concepts, designs and development for and of the Project shall be the Developer's, in its sole discretion." (Id.) TDG was "charged with coordination of, and with, all consultants and their respective work, directing such consultants regarding the needs of the Project, of the Developer in connection with the Project, and of the design team in accomplishing the schedules, budgets, and goals for the form and function of the development." (Id.)
Phase 3 was defined as "the preparation of Schematic Design and Design Development Documents . . . ." (Id. § 2.3.) The Agreement states that "such work will be on terms and conditions mutually agreed to in the future between Developer and Architect/Designer to be memorialized in writing." (Id.)
The Agreement includes an attachment that further defines the scope of the work that TDG agreed to perform. (Id. Ex. A.) The document, entitled "Proposal for Real Estate Development Planning," outlines TDG's tasks and the amount of time that it expected those tasks to require. (Id. at 1-2.) In a section labeled "Future Phases," the document also refers to the tasks associated with Phase 3, but provides only an overall estimate of time for the Phase 3 tasks. (Id. at 3.)
C. The Present Litigation
On May 20, 2005, Plaintiff filed the present lawsuit seeking payment for its services pursuant to the Agreement. Plaintiff asserts four claims against Defendants: (1) breach of contract; (2) unjust enrichment; (3) conversion; and (4) fraud. (Compl. ¶¶ 25, 32-35, 38-39, 42-47.) On June 2, 2006, Defendants filed the present motion for partial summary judgment. The case was reassigned to the undersigned on November 15, 2006. Briefing on the matter now complete, the Court will address the pending motion.
A. Standard of Review
In deciding a motion for summary judgment, a court should grant the motion if "there is no genuine issue as to any material fact and . . . the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). See also Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986); Orson, Inc. v. Miramax Film Corp., 79 F.3d 1358, 1366 (3d Cir. 1996). The threshold inquiry is whether "there are any genuine factual issues that properly can be resolved only by a finder of fact because they may reasonably be resolved in favor of either party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250 (1986). In deciding whether triable issues of fact exist, the court must view the underlying facts and draw all reasonable inferences in favor of the non-moving party. See Hancock Indus. v. Schaeffer, 811 F.2d 225, 231 (3d Cir. 1987). In arguing against a motion for summary judgment, "an adverse party may not rest upon the mere allegations or denials of the adverse party's pleading, but the adverse party's response . . . must set forth specific facts showing that there is a genuine issue for trial." Fed. R. Civ. P. 56(e).
B. Breach of Contract Claims Pursuant to New Jersey Law
To prevail on a breach of contract claim, a plaintiff must prove that a valid contract exists, that the defendant materially breached the contract, and that the plaintiff suffered damages as a result of the breach. Fletcher-Harlee Corp. v. Pote Concrete Contractors, Inc., 421 F. Supp. 2d 831, 833 (D.N.J. 2006) (citing Coyle v. Englander's, 199 N.J. Super. 212, 223 (App. Div. 1985)). In order for a valid contract to exist, the plaintiff must show mutual assent, consideration, legality of the object of the contract, capacity of the parties, and formulation of memorialization. Id. (citing Cohn v. Fisher, 118 N.J. Super. 286, 291 (Law Div. 1972)).
If the court finds, however, that the contract at issue is illegal, "it is the policy of the law to leave the parties where it finds them, and to deny relief to both sides." Dalton, Dalton, Little, Inc. v. Mirandi, 412 F. Supp. 1001, 1003 (D.N.J. 1976). New Jersey courts "have consistently held that public policy precludes enforcement of a contract entered into in violation of [a] licensing statute." Accountemps Div. of Robert Half of Phila., Inc. v. Birch Tree Group, Ltd., 115 N.J. 614, 626 (1989). As the New Jersey Supreme Court has observed, "where a licensing statute is enacted to protect the public from fraud or incompetence, failure to comply with the licensing requirement generally renders the contract unenforceable." Id.
The New Jersey Supreme Court, however, has also described circumstances where this general rule should not apply. According to the court:
The statute may be clearly for protection against fraud and incompetence; but in very many cases the statute breaker is neither fraudulent nor incompetent. He may have rendered excellent service or delivered goods of the highest quality, his non-compliance with the statute seems nearly harmless, and the real defrauder seems to be the defendant who is enriching himself at the plaintiff's expense. Although many courts yearn for the mechanically applicable rule, they have not made one in the present instance. Justice requires that the penalty should fit the crime; and justice and sound policy do not always require the enforcement of licensing statutes by large forfeitures going not to the state but to the repudiating defendant.
Id. at 626-27 (quoting 6A Corbin on Contracts § 1512 (1962)).
C. Whether the Agreement Is Unenforceable as a Matter of Public Policy
1. The Parties' Arguments
Defendants argue that they are entitled to judgment as a matter of law with respect to Plaintiff's contract claims against them. According to Defendants, the Agreement is "an illegal contract under governing New Jersey law," and Plaintiff's contract claims should be barred as a matter of public policy. (Defs.' Br. at 1.) Defendants claim that "[t]he illegality [of the Agreement] arises because [TDG] is seeking to recover fees for architectural and planning services, while it has never been licensed to practice architecture or planning under New Jersey law." (Id.) Specifically, Defendants cite N.J. Stat. Ann. 45:3-10, which states:
No person except an architect licensed in the State of New Jersey shall engage in the practice of architecture, use the title 'architect' or its substantial equivalent or otherwise represent to the public that that person is licensed to practice architecture in this State.
Any single act or transaction shall constitute engaging in business or in the practice of architecture within the meaning of this chapter.
N.J. Stat. Ann. 45:3-10.
Defendants identify various examples of TDG and Ms. Thompson's use of the term "architect" in describing themselves, as well as their use of the term "architecture" in describing their work. First, Defendants cite the Agreement, which repeatedly identifies TDG as "Architect/Designer," as well as "architects/planners/urban designers[.]" (See Agreement at 1.) Second, Defendants also refer to the Agreement's description of the services that TDG agreed to provide, and claim that those services constitute "architectural services" requiring a license to practice in New Jersey. (Id. § 2, Ex. A at 1-3.) Third, Defendants refer to the final site plans that TDG submitted, which identify TDG as planners, architects, and urban designers. (Klafter Certification Ex. K at 1.) Fourth, Defendants refer to various documents that they received from TDG during the course of the Project, including correspondence and draft contracts, that refer to TDG's work on the Project as architecture, planning, and urban design. (Id. Exs. F, G.) Fifth, Defendants cite Ms. Thompson's resume, which describes the work that she has performed as architecture and planning. (Id. Ex. I.) Sixth, Defendants refer to Ms. Thompson's deposition testimony that TDG was retained as "lead architect" for the Project, and that it engaged in work that could be characterized as architectural services. (Thompson Dep. at 63, 104-06, 143, 162-66.)
Plaintiff, in contrast, argues that it agreed to provide development planning and consulting services, and that such work does not require a license to practice architecture in New Jersey. (Pl.'s Br. at 6-7.) Plaintiff argues that it was responsible for only the First and Second Phases of the Project, i.e. concept program development and feasibility study, and that such work was not architectural in nature. (Agreement § 2, Ex. A at 1-2.) In arguing that it provided planning rather than architectural services, Plaintiff identifies various sections of the Agreement referring to the work that it agreed to perform as real estate development planning. (Id.)
Plaintiff further claims that the Developer was aware that it was not licensed as an architect in New Jersey. (Pl.'s Br. at 7-8.) In support of its argument, Plaintiff refers to a memorandum dated November 8, 1999. (Shapiro Aff. Ex. E at 1.) That memorandum was sent by Mr. Shapiro, an attorney who negotiated the Agreement on TDG's behalf, to Mr. Zipkowitz, the Developer's attorney. (Id. ¶ 6, Ex. E at 1.) In that memorandum, Mr. Shapiro states that "[TDG] is not providing any insurance" because "[it] is not being retained as the architect on the project . . . ." (Id. Ex. E at 1.) Plaintiff also refers to Mr. Zipkowitz's proposed revision of a draft version of the Agreement, which revision stated: "Architect to Rep. fully licensed, etc." (Id. Ex. B at 12.) TDG refused to add the representation that it was "fully licensed," and that language was not included in the Agreement. (See Agreement §§ 16-17.)
2. Applicable Case Law
In Costello v. Schmidlin, 404 F.2d 87 (3d Cir. 1968), the Third Circuit Court of Appeals explained the circumstances under which a court should not find an agreement to be illegal despite the service provider's violation of a licensing statute. In that case, a professional engineer sued to recover payment for services that he provided to the defendant architect. Costello, 404 F.2d at 88. The defendant had been hired by a municipal client to construct a pool complex, and separately hired the plaintiff to provide engineering consulting services for the construction of the complex. Id. In defending against the plaintiff's contract claims, the defendant argued that the agreement was illegal because the plaintiff was not licensed to practice in New Jersey. Id. at 89. The district court concluded that the contract was illegal, and entered judgment in favor of the defendant. Id.
In reviewing the district court's decision, the Court of Appeals observed that statutes requiring professional licenses "'are designed to protect the public from being imposed upon by persons not qualified to render a professional service.'" Id. at 93 (quoting Kennoy v. Graves, 300 S.W.2d 568, 570 (Ky. 1957)). The court noted, however, that "'[t]he reason for the rule denying enforceability does not exist when persons engaged in the same business or profession are dealing at arms length with each other.'" Id. (quoting Kennoy, 300 S.W.2d at 570). The court found it significant that the parties "contracted with knowledge of each other's respective professional qualifications," that "no reliance was placed by defendant upon the existence of a New Jersey professional engineer's license," and that "[the] contract provided that plaintiff was only to furnish consulting engineering services to defendant." Id. at 94. Based on these facts, the court found in favor of the plaintiff and reversed the district court's decision. Id.
Defendants argue that the Agreement is an illegal contract because TDG was not licensed to practice architecture in New Jersey. In support of their argument, Defendants cite Dalton, Dalton, Little, Inc. v. Mirandi, 412 F. Supp. 1001 (D.N.J. 1976). In Dalton, a Maryland corporation brought suit against a defendant property owner, seeking to recover fees for its services in preparing and certifying plans and specifications for a building to be constructed in New Jersey. Dalton, 412 F. Supp. at 1002. The defendant owner argued that the plaintiff was not entitled to the fees because it was not licensed to practice architecture in New Jersey, thereby rendering the agreement illegal. Id.
The court ruled in favor of the defendant, holding that the agreement was illegal and that the plaintiff therefore could not recover on its contract claims. Id. at 1007. The court explained that "there is no issue of fact about whether the services called for a license; the contract is expressly for architect's services, using the standard AIA printed form." Id. at 1006. The court distinguished the case from Costello, observing that the plaintiff was "dealing directly with [a] lay client, and not a consultant to a New Jersey licensed professional." Id.
3. Defendants' Motion for Partial Summary Judgment Should Be Denied
The Court finds the reasoning in Costello, rather than that in Dalton, applicable to the present case. Here, the Developer is a business entity that was represented by an attorney during the negotiation of the Agreement. The Agreement, however, does not expressly state that TDG or its employees were licensed to practice architecture in New Jersey, or that they would provide services as licensed architects. (See Agreement at 1-2.) It states instead that TDG "is in the business of designing, planning, programming, and otherwise assisting in the development and redevelopment of real property," and that it "has represented to the Developer that it has the necessary knowledge and expertise to assist the Developer with regard to the Project, its concepts, realization, and approval . . . ." (Id. at 1.) Rather than serving as a licensed architect, the Agreement provides that TDG would "act as a consultant to the Developer . . . ." (Id. § 1.) The Agreement further provides that TDG was to perform its services while "working closely with Developer in all actions." (Id. § 2.2.) It further states that "[a]ll final decisions regarding concepts, designs and development for and of the Project shall be the Developer's, in its sole discretion." (Id.)
In addition to the Agreement itself, Plaintiff's argument is further supported by the November 8, 1999 memorandum that TDG's attorney sent to the Developer's attorney in the course of negotiating the Agreement. (Shapiro Aff. Ex. E.) In that memorandum, TDG's attorney states that "[TDG] is not providing any insurance" because "[it] is not being retained as the architect on the project . . . ." (Id.) Plaintiff's argument is also supported by the proposed revision of the Agreement that the Developer's attorney sent to TDG's attorney, stating: "Architect to Rep. fully licensed, etc." (Id. Ex. B at 12.) TDG refused to add the representation that it was "fully licensed," and that language was not included in the Agreement. (Agreement §§ 16-17.)
In short, although the parties agree that neither TDG nor Ms. Thompson were licensed to practice architecture in New Jersey, there remains a genuine issue concerning several material facts, namely: whether TDG was retained as a licensed architect or as a consultant for development planning; whether the Developer believed that TDG and its employees were licensed to practice architecture; and whether the Developer relied on any such belief in entering the Agreement. See Costello, 404 F.2d at 94. Viewing the underlying facts, and drawing all reasonable inferences in favor of Plaintiff, the Court concludes that Defendants are not entitled to judgment as a matter of law. See Hancock Indus., 811 F.2d at 231.
For these reasons, Defendants' motion for partial summary judgment is denied. An appropriate form of order is filed herewith.
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The Blackout Pact
The Blackout Pact's demise was a highly scrutinized one. A fellow touring band's laptop went missing, and a quick search found it nestled among the Pact's personal possessions. Blame was placed, and the band fell apart. More than two years after that fateful day in Las Vegas, the Pact is back with Wolves in the Lazarette. The music here is good enough to make fans forget about the members' sticky fingers and focus instead on what's coming from their hands. Guitars playfully finger-tap around an upbeat, punk-rock foundation as vocalists Mike Herrera and Cory Trendler bark lines about trying to find salvation at the bottom of a bottle of whiskey. It's a formula that seems strong enough to win back most of the fans they once so foolishly lost.
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Mathematics in Art and Architecture
This is a set of materials developed at the National University of Singapore concerning the connections between mathematics and art and architecture. The author emphasizes that mathematics is not just about formulas and logic, but about patterns, symmetry, structure, shape and beauty. There are powerpoint tutorials, text and graphics descriptions, and a wealth of links to other valuable resources.
Material Type: Collection
Technical Format: Other
Date Added to MERLOT: November 30, 2004
Date Modified in MERLOT: April 09, 2014
Submitter: James Rutledge
Keywords: Durer, pyramid, wallpaper, Kaleidoscopes, labyrinth, golden ratio, Vermeer, maze, da Vinci, Hockney, polyhedra, pattern, tessellations, frieze, Escher, Platonic, tiling, perspective, Holbein, symmetry
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7 years ago
Cameron Seibly (Student)
I have not dabbled much into the creating and planing of buildings, however; I did take a engineering class for fun in high school. We had to draw out a floor plan and calculate the square footage and the many dimensions. So reading this material brings me back to that, but the math in all the arts was what grabbed hold of my attention. Being a practitioner of the arts I love to see how mathematics can be used in all media. This brings me to one of my favorite moments in my schooling so far. For my final in senior year Studio Art I had to scale a picture on a piece of paper the size of a postage stamp to fit a 12 by 14 foot wall. Never really having a strong calculating background it was hard to put it simply.
7 years ago
Mike Lydon (Student)
After spending about twenty minutes reviewing the content of the article I came out with a favorable opinion of the content. Despite being a rubric for a college course I thought that there was a good quality to the material. I like the idea of being able to look around and view the world from a mathematical perspective. To be able to visualize common objects or buildings and know something interesting about them. Additionally the content is educationally viable and useful to disciplines such as architecture. I believe that somebody could use this page as an effective teaching or learning tool. Or even as a way to convince somebody who dosn't particularly like math that it is relevant to them in many different ways. Lastly, the site is fairly well organized with a table of contents with clickable links to the information listed below. The only troubling thing about the page has to be that it was designed as a class information sheet, other than that this article was good.


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Time Warner Cable issues its first transparency report
Following in the footsteps of many other technology companies, including Verizon and Comcast, Time Warner Cable is issuing its first ever transparency report to the public. The report gives an indication as to the amount of requests by law enforcement for subscriber data and messaging information, covering the entirety of the year 2013.
Not to be outdone by its competitors (or future owner), Time Warner Cable has released a transparency report of its own. From January to June last year, the telco obeyed some 12,000 information requests from the government that break down as such. Of the legal requests, 82 percent were for subpoenas, 12 percent were for court orders and four percent related to search warrants. Seventy-seven percent of the time that data was requested, it was subscriber and transactional info that was disclosed, 20 percent resulted in no data shared at all and three percent of the time, content information was disclosed. Because the report doesn't give exact numbers, though, comparing the precise amount of requests that TWC handled with its competitors isn't exactly easy.


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Cobden Hotel Birmingham
Conveniently situated in the flourishing suburb of Edgbaston Birmingham, we are just one mile away from Birmingham City Centre and within walking distance of Birmingham's famous entertainment hotspot - Broad Street, with its vibrant clubs and restaurants if visiting for pleasure or that special weekend away. Here on business centrally located within 100 yards of major companies in the West Midlands, NHS, Zurich, Chambers of Commerce plus many more. The Cobden Hotel with its well designed rooms, bar and restaurant offering a wide variety of dishes, ample parking, WI-FI, meeting spaces and conference facilities. We understand how important it is for you to enjoy your hotel experience. This is why we help make sure that your visit to Birmingham is as comfortable and relaxing as you'd like with our range of onsite leisure & beauty facilities (including a 12m swimming pool). ******No food available from 24th Dec 2016 after breakfast till 31st Dec after 12.00 noon. Please see leisure tab on website for opening times over the festive time. *******
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February 23, 2009
ROBERT MORRIS AND MICHELLE MORRIS, PLAINTIFFS,v.CITY OF FRESNO AND FRESNO POLICE DEPARTMENT, DEFENDANTS.
Plaintiffs Robert Morris and Michelle Morris ("Plaintiffs"), appearing pro se and proceeding in forma pauperis, filed the instant amended complaint on January 28, 2009. Plaintiffs allege false arrest and imprisonment, police brutality, violation of due process of law, conspiracy to deprive equal protection of laws, officer misconduct and conspiracy. Plaintiffs name the City of Fresno, Mayor Ashley Swearington, former-Mayor Alan Autry, the Fresno Police Department, Officer Christopher Long, Officer Jeromey DeMoss, Detective Branden Rhames, Lieutenant Martinez, and Chief of Police Jerry Dyer as Defendants.
A. Screening Standard
In light of the amended complaint, and pursuant to Title 28 of the United States Code Section 1915(e)(2), the court has reviewed the complaint for sufficiency to state a claim. The court must dismiss a complaint or portion thereof if the court determines that the action is legally "frivolous or malicious," fails to state a claim upon which relief may be granted, or seeks monetary relief from a defendant who is immune from such relief. 28 U.S.C. § 1915(e)(2). In reviewing a complaint under this standard, the Court must accept as true the allegations of the complaint in question (Hospital Bldg. Co. v. Trustees of Rex Hospital, 425 U.S. 738, 740 (1976)), construe the pro se pleadings liberally in the light most favorable to the Plaintiff (Resnick v. Hayes, 213 F.3d 443, 447 (9th Cir. 2000)), and resolve all doubts in the Plaintiff's favor (Jenkins v. McKeithen, 395 U.S. 411, 421 (1969)).
Pursuant to Rule 8(a), a complaint must contain "a short and plain statement of the claim showing that the pleader is entitled to relief . . . ." Fed. R. Civ. P. 8(a)(2). Although the Federal Rules adopt a flexible pleading policy, a complaint must give fair notice and state the elements of the claim plainly and succinctly. Jones v. Community Redev. Agency, 733 F.2d 646, 649 (9th Cir. 1984).
Although Plaintiffs attempt to allege many causes of action and provide a description of their alleged experiences, the narrative-style complaint is insufficient to state legally cognizable causes of action. It is Plaintiffs' burden, not that of the Court, to separately identify claims and state facts in support of each claim. If Plaintiffs wish to allege causes of action they must separate each claim and state facts in support of each individual claim. It is very difficult for the court to sift through the complaint and attempt to speculate as to which facts go with which claim, or how each Defendant relates to each cause of action. Moreover, Plaintiffs' complaint does not comport with Local Rule 7-130 which provides that documents must be "double-spaced." Plaintiffs' complaint is single-spaced.
B. Plaintiffs' Allegations
Plaintiffs Robert and Michelle Morris bring this action against the City of Fresno, Mayor Ashley Swearengin, former Mayor Alan Autry, the Fresno Police Department, Officers Christopher Long and Jeremy DeMoss, Detective Rhames, Lieutenant Martinez and Chief of Police Jerry Dyer.
The best the Court can discern, is Plaintiffs' allegations arise from an incident that occurred on October 28, 2007, wherein Plaintiffs were apparently awaiting law enforcement assistance for a purported assault and robbery committed by unidentified third persons, however, the response ultimately resulted in Plaintiff Robert Morris's arrest for unspecified criminal charges.
Plaintiff Robert Morris seeks reimbursement for medical costs incurred as a result of Officer Long's actions, compensation for pain and suffering, and for the loss of his career as a floor covering installer due to permanent injury, disciplinary action against involved officers, a letter of apology from the City of Fresno and the Fresno Police Department, and punitive damages. Plaintiff Robert Morris's demand is "UNLIMITED." (Am. Comp., at 5.) Plaintiff Michelle Morris seeks "relief for her losses" and states "a demand of UNLIMITED." (Am. Comp., at 7.)
C. Section 1983 Claims
1. Preliminary Matters
As a preliminary matter, the Court notes the following: The Civil Rights Act under which this action was filed provides:
Every person who, under color of [state law] . . . subjects, or causes to be subjected, any citizen of the United States . . . to the deprivation of any rights, privileges, or immunities secured by the Constitution . . . shall be liable to the party injured in an action at law, suit in equity, or other proper proceeding for redress.
42 U.S.C. § 1983. To state a section 1983 claim, a plaintiff must plead that (1) defendant acted under color of state law at the time the complained of act was committed, and (2) defendant deprived plaintiff of rights, privileges or immunities secured by the Constitution or laws of the United States. Gibson v. United States, 781 F.2d 1334, 1338 (9th Cir. 1986).
The statute plainly requires that there be an actual connection or link between the actions of the defendants and the deprivation alleged to have been suffered by plaintiff. See Monell v. Department of Social Services, 436 U.S. 658 (1978); Rizzo v. Goode, 423 U.S. 362 (1976). The Ninth Circuit has held that "[a] person 'subjects' another to the deprivation of a constitutional right, within the meaning of section 1983, if he does an affirmative act, participates in another's affirmative acts or omits to perform an act which he is legally required to do that causes the deprivation of which complaint is made." Johnson v. Duffy, 588 F.2d 740, 743 (9th Cir. 1978). In order to state a claim for relief under section 1983, the plaintiff must link each named defendant with some affirmative act or omission that demonstrates a violation of plaintiff's federal rights.
a. Named Defendants
City of Fresno & Fresno Police Department Insofar as Plaintiffs name the City of Fresno and the Fresno Police Department, neither agency is a "person" for purposes of section 1983. Accordingly, the City of Fresno and the Fresno Police Department are not proper defendants.
b. Supervisory Personnel
Plaintiffs are advised that supervisory personnel, such as Mayor Swearengin and Former Mayor Alan Autry, as well as Fresno Chief of Police Jerry Dyer and Lieutenant Martinez are generally not liable under section 1983 for the actions of their employees under a theory of respondeat superior and, therefore, when a named defendant holds a supervisorial position, the causal link between him and the claimed constitutional violation must be specifically alleged. See Fayle v. Stapley, 607 F.2d 858, 862 (9th Cir. 1979); Mosher v. Saalfeld, 589 F.2d 438, 441 (9th Cir. 1978), cert. denied, 442 U.S. 941 (1979).
To show a prima facie case of supervisory liability, plaintiffs must allege facts indicating that supervisory defendants either: personally participated in the alleged deprivation of constitutional rights; knew of the violations and failed to act to prevent them; or promulgated or implemented a policy "so deficient that the policy itself is a repudiation of constitutional rights" and is "the moving force of the constitutional violation." Hansen v. Black, 885 F.2d 642, 646 (9th Cir. 1989); Taylor v. List, 880 F.2d 1040, 1045 (9th Cir. 1989).
Here, Plaintiffs have failed to state how Mayor Swearengin or Former Mayor Autry personally participated in the alleged deprivation of their constitutional rights, how either the mayor or former mayor knew of the violations and failed to act to prevent them, or how either of them "promulgated or implemented a policy 'so deficient that the policy itself is a repudiation of constitutional rights.'" Hansen v. Black, 885 F.2d at 646.
Finally, with specific regard to Police Chief Dyer and Lieutenant Martinez, while Plaintiffs' complaint states that Chief Dyer and Lieutenant Martinez had knowledge of the constitutional violations alleged, neither could have prevented any violation, for, assuming Dyer and Martinez had such knowledge, it was only after the alleged deprivation had taken place.
Absent additional facts, as currently alleged, Plaintiffs cannot state a prima facie case of supervisory liability against Chief Dyer or Lieutenant Martinez, Mayor Swearengin or Former Mayor Autry.
c. Monell Claims
To the degree that Plaintiffs allege "municipal liability" (Am. Comp., at 3-4) for numerous instances of "police misconduct", a local government unit may not be held responsible for the acts of its employees under a respondeat superior theory of liability. Monell v. Department of Social Services, 436 U.S. at 691; Webb v. Sloan, 330 F.3d 1158, 1163-64 (9th Cir. 2003); Gibson v. County of Washoe, 290 F.3d 1175, 1185 (9th Cir. 2002). Rather, a local government unit may only be held liable if it inflicts the injury complained of. Gibson, 290 F.3d at 1185.
Generally, a claim against a local government unit for municipal or county liability requires an allegation that "a deliberate policy, custom, or practice . . . was the 'moving force' behind the constitutional violation . . . suffered." Galen v. County of Los Angeles, 477 F.3d 652, 667 (9th Cir. 2007); City of Canton, Ohio, v. Harris, 489 U.S. 378, 385 (1989). Alternatively, and more difficult to prove, municipal liability may be imposed where the local government unit's omission led to the constitutional violation by its employee. Gibson, at 1186. Under this route to municipal liability, the "plaintiff must show that the municipality's deliberate indifference led to its omission and that the omission caused the employee to commit the constitutional violation." Id. Deliberate indifference requires a showing "that the municipality was on actual or constructive notice that its omissions would likely result in a constitutional violation." Id.
Plaintiffs have failed to allege that the Fresno Police Department or the City of Fresno have a "policy, custom, or practice [that] was the 'moving force' behind" (Galen v. County of Los Angeles, 477 F.3d at 667) the constitutional violation suffered. Neither have Plaintiffs shown that either the Fresno Police Department or the City of Fresno were on "actual or constructive notice that its omissions would likely result in a constitutional violation" (id.). Therefore, Plaintiffs have failed to link the municipality to the execution of a policy or custom, required to state a claim for relief under section 1983.
2. Excessive Force
While it is not entirely clear from the complaint, and is not specifically listed as a cause of action, where Plaintiffs reference "police brutality," the Court will construe this claim to be one of excessive force.
Plaintiff Robert Morris asserts he was the victim of "police brutality" by Officer Long on October 28, 2007, wherein, during a blood draw, Officer Long "turned Mr. Morris's wrist into a arm-bar lock," using force such that Plaintiff's shoulder was "dislocated and his ligament torn." According to Plaintiff Robert Morris, Officer Long was screaming at him, telling him "to move so that [Officer Long] could brake [sic] the arm." (Am. Comp., at 2.)
Plaintiffs further assert that such action was unnecessary for Robert Morris was compliant, quiet and calm during the procedure. Plaintiffs contend Officer Long's actions were in violation of their Fourteenth Amendment rights.
It appears that Plaintiffs can successfully state a claim for excessive force as against Officer Long.
3. Due Process Violation
Plaintiffs claim Officers Long and DeMoss violated their rights to due process under the Fourteenth Amendment by refusing to investigate Plaintiffs' complaint regarding an assault, and where the officers "clearly" knew Plaintiffs to be victims. (Am. Comp., at 2, 5-6.) Further, Plaintiffs claim Detective Rhames similarly violated their due process rights by refusing to return stolen property belonging to Plaintiffs, and for failing to investigate the assault and robbery. (Am. Comp., at 2-3.)
The Due Process Clause of the Fourteenth Amendment protects individuals from being deprived of life, liberty, or property without due process of law. Wolff v. McDonnell, 418 U.S. 539, 556 (1974). However, procedural due process claims require (1) a deprivation of a constitutionally protected liberty or property interest, and (2) a denial of adequate procedural protections. Kildare v. Saenz, 325 F.3d 1078, 1085 (9th Cir. 2003). "To establish a violation of substantive due process . . . , a plaintiff is ordinarily required to prove that a challenged government action was clearly arbitrary and unreasonable, having no substantial relation to the public health, safety, morals, or general welfare. Where a particular amendment provides an explicit textual source of constitutional protection against a particular sort of government behavior, that Amendment, not the more generalized notion of substantive due process, must be the guide for analyzing a plaintiff's claims." Patel v. Penman, 103 F.3d 868, 874 (9th Cir. 1996) (citations, internal quotations, and brackets omitted), cert. denied, 117 S.Ct. 1845 (1997); County of Sacramento v. Lewis, 523 U.S. 833, 842 (1998).
Plaintiffs' conclusory allegation that they were deprived of their constitutional right to due process when certain law enforcement officials failed to investigate their claims of being the victims of assault and robbery, is insufficient. Plaintiffs do not have a constitutional right that permits them to force law enforcement officials to conduct investigations. See DeShaney v. Winnebago County Dept. Of Social Services, 489 U.S. 189, 196-197 (1989) ("'Although the liberty protected by the Due Process Clause affords protection against unwarranted government interference . . ., it does not confer an entitlement to such [government aid] as may be necessary to realize all the advantages of that freedom . . ."); cf. Linda R.S. v. Richard D., 410 U.S. 614, 619 (1973) (observing that "a private citizen lacks a judicially cognizable interest in the prosecution or non-prosecution of another"). "Put simply, not every social injustice has a judicial remedy." Nunez v. City of Los Angeles, 147 F.3d 867, 874 (9th Cir. 1998).
With regard to Plaintiffs' claim that Detective Rhames refused to "return the stolen property (valued at $500.00-Felony)" (Am. Comp., at 3 & 6), Plaintiffs fail to even identify what property they claim was stolen from them and why it was not returned by Detective Rhames. In fact, it is not clear to the Court how the property even came to be in possession of law enforcement officials. While Plaintiffs include the fact that Detective Rhames told Plaintiffs that "he wasn't going to deal with the matter, and for [Plaintiffs] to just deal with it" (Am. Comp., at 3), Plaintiffs also fail to assert that they made no other efforts to seek the return of the property or that they have no other adequate post-deprivation procedure available to them under state law if in fact the property were seized pursuant to a search warrant. See King v. Massarweh, 782 F.2d 825, 827 (9th Cir. 1986), citing Parratt v. Taylor, 451 U.S. 527, 541 (1981). Absent more information, Plaintiffs fail to assert a due process violation against any Defendants regarding the purported "stolen property," and as such, have failed to state a cognizable claim.
4. Equal Protection Violation
Plaintiffs allege that Officers DeMoss and Long violated their constitutional rights to equal protection, under the Fourteenth Amendment, by failing to file a police report regarding the assault and robbery of Plaintiffs. (Am. Comp., at 3 & 6.) Plaintiffs assert that Officer DeMoss "clearly knew he refused doing a proper investigation" (Am. Comp., at 3), and by so failing, deprived Plaintiffs of their "right to be protected against criminal acts committed" (Am. Comp., at 3) because the Fresno County District Attorney's Office would be unable to investigate the matter "without the referal [sic].) (Am. Comp., at 3.) Plaintiffs also allege that Lieutenant Martinez violated Plaintiff Michelle Morris's constitutional right to equal protection when he "refused to recognize" her right to have the "officers held accountable." (Am. Comp., at 6.) It is also asserted that Chief Dyer failed to investigate complaints. (Am. Comp., at 6.) Moreover, Plaintiff Michelle Morris claims a violation of her equal protection rights where the mayor of Fresno failed to uphold the oath of office, to "serve the citizens of Fresno" and to "resolve matters of the city" and its employees. (Am. Comp., at 7.)
Further, Plaintiff Robert Morris asserts that his rights to equal protection were also violated by Officers Long and DeMoss when the officers failed to conduct "a line-up at the in-field show-up" because the officers knew "that the assailants [of the assault and robbery] were inside the residence." (Am. Comp., at 3.) Plaintiffs claim his equal protections rights were violated when the officers "refused to allow [him] to be seen by E.M.S." that had been called to the scene. (Am. Comp., at 3.)
The Equal Protection Clause requires that persons who are similarly situated be treated alike. City of Cleburne v. Cleburne Living Center, Inc., 473 U.S. 432, 439 (1985). An equal protection claim may be established in two ways. First, a plaintiff establishes an equal protection claim by showing that the defendant has intentionally discriminated on the basis of the plaintiff's membership in a protected class. See, e.g., Lee v. City of Los Angeles, 250 F.3d 668, 686 (9th Cir.2001). Under this theory of equal protection, the plaintiff must show that the defendants' actions were a result of the plaintiff's membership in a suspect class, such as race. Thornton v. City of St. Helens, 425 F.3d 1158, 1167 (9th Cir. 2005).
If the action in question does not involve a suspect classification, a plaintiff may establish an equal protection claim by showing that similarly situated individuals were intentionally treated differently without a rational relationship to a legitimate state purpose. Village of Willowbrook v. Olech, 528 U.S. 562, 564 (2000); San Antonio School District v. Rodriguez, 411 U.S. 1 (1972); Squaw Valley Development Co. v. Goldberg, 375 F.3d 936, 944 (9th Cir.2004); SeaRiver Mar. Fin. Holdings, Inc. v. Mineta, 309 F.3d 662, 679 (9th Cir. 2002). To state an equal protection claim under this theory, a plaintiff must allege that: (1) the plaintiff is a member of an identifiable class; (2) the plaintiff was intentionally treated differently from others similarly situated; and (3) there is no rational basis for the difference in treatment. Village of Willowbrook, 528 U.S. at 564. If an equal protection claim is based upon the defendant's selective enforcement of a valid law or rule, a plaintiff must show that the selective enforcement is based upon an "impermissible motive." Squaw Valley, 375 F.3d at 944; Freeman v. City of Santa Ana, 68 F.3d 1180, 1187 (9th Cir.1995).
Plaintiffs' claims of equal protection violations are insufficient and conclusory. They make no effort to identify themselves as members of a suspect or identifiable class. Thornton v. City of St. Helens, 425 F.3d at 1167. Further, Plaintiffs have not alleged they are members of an identifiable class, intentionally treated differently from others similarly situated, or that there was no rational basis for the difference in treatment. Village of Willowbrook, 528 U.S. at 564. Plaintiffs makes no claim of selective enforcement as the result of an impermissible motive. As but a single example, Plaintiff Robert Morris complains the officers would not permit him to be seen by EMS, yet he fails to provide any information beyond a vague reference to an "assault" -there is no information about what injuries he may have incurred that would have even required he be seen by medical personnel.*fn1 While Plaintiffs' amended complaint certainly provides more information than the original complaint, it is nevertheless insufficient to state a claim for an equal protection violation.
5. Conspiracy
Plaintiffs contend a conspiracy by Defendants "to cover-up by ignoring . . . consistent [sic] attempts for justice" where the Fresno Police Department "clearly knew of the issues in this case, matter, and was willing to let false charges be placed against" Robert Morris. (Am. Comp., at 4.) Plaintiffs also assert the "Mayor is not immune" as the "head of government." (Am. Comp., at 7.)
A conspiracy claim brought under section 1983 requires proof of "'an agreement or meeting of the minds to violate constitutional rights'" (Franklin v. Fox, 312 F.3d 423, 441 (9th Cir. 2001); quoting United Steel Workers of Am. v. Phelps Dodge Corp., 865 F.2d 1539, 1540-41 (9th Cir. 1989) (citation omitted)), and an actual deprivation of constitutional rights (Hart v. Parks, 450 F.3d 1059, 1071 (9th Cir. 2006), quoting Woodrum v. Woodward County, Oklahoma, 866 F.2d 1121, 1126 (9th Cir. 1989)). "'To be liable, each participant in the conspiracy need not know the exact details of the plan, but each participant must at least share the common objective of the conspiracy.'" Franklin, 312 F.3d at 441, quoting United Steel Workers, 865 F.2d at 1541.
The federal system is one of notice pleading, and the court may not apply a heightened pleading standard to plaintiff's allegations of conspiracy. Empress LLC v. City and County of San Francisco, 419 F.3d 1052, 1056 (9th Cir. 2005); Galbraith v. County of Santa Clara, 307 F.3d 1119, 1126 (2002). However, although accepted as true, the "[f]actual allegations must be [sufficient] to raise a right to relief above the speculative level . . .." Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955, 1965 (2007) (citations omitted). A plaintiff must set forth "the grounds of his entitlement to relief[,]" which "requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action . . . ." Id. at 1964-65 (internal quotations & citations omitted).
Plaintiffs' bare allegation that Defendants conspired to violate their constitutional rights will not suffice to give rise to a conspiracy claim under section 1983. Simply stating Defendants conspired against Plaintiffs because they "knew" of the "issues" does not establish proof of "'an agreement or meeting of the minds to violate constitutional rights.'" Franklin v. Fox, 312 F.3d at 441. As stated, Plaintiffs' claim is pure speculation.
D. False Arrest and Imprisonment
Plaintiffs allege Robert Morris was falsely arrested and imprisoned on October 28, 2007.
(Am. Comp., at 1-2.) It appears Plaintiffs were stopped by Fresno Police Officer Christopher Long at about 10:06 p.m. that evening. Plaintiffs allege that Officer Long "clearly knew and understood" that they were victims of assault and robbery, yet, for reasons unclear in the amended complaint, Plaintiff Robert Morris was transported by Officer Long to a facility in order to provide a blood sample, then ultimately transported to the Fresno County Jail. He was released October 29, 2007.
Further, Plaintiffs allege that Officer DeMoss "directly allowed the suspects to go inside their residence" (Am. Comp., at 1), and as a result deprived Plaintiffs of an "in-field show-up" (Am. Comp., at 1).
Under California law, false imprisonment is the "'unlawful violation of the personal liberty of another.'" Martinez v. City of Los Angeles, 141 F.3d 1373, 1379 (9th Cir. 1998) (quoting Asgari v. City of Los Angeles, 15 Cal.4th 744, 757 (1997)). "The elements of a tortious claim of false imprisonment are: (1) the nonconsensual, intentional confinement of a person, (2) without lawful privilege, and (3) for an appreciable period of time, however brief." Lyons v. Fire Ins. Exchange, 161 Cal.App.4th 880, 888 (2008) (internal citations omitted & emphasis added).
Plaintiffs fail to state facts sufficient to establish nonconsensual, intentional confinement, and in the absence of lawful privilege. It is not clear from the amended complaint upon what basis Plaintiff Robert Morris was arrested. He does not so state. Rather, he merely states that he "drove directly as a necessity, in fear of his life" and that he was thereafter transported and "forced to give a blood draw at the traffic bureau," prior to ultimately being taken to the Fresno County Jail. (Am. Comp., at 1, emphasis in original.)
As presented, Plaintiffs' claim regarding false arrest and imprisonment is insufficient to state a claim for relief.
For the above reasons, the complaint is DISMISSED WITH LEAVE TO AMEND. Plaintiffs' second amended complaint is due within thirty (30) days of the date of service of this order. If Plaintiffs fail to file a second amended complaint, the Court will recommend that this action be dismissed for failure to follow a court order.
The "court's discretion to deny leave to amend is particularly broad where the court has already given the plaintiff an opportunity to amend his complaint." Fidelity Financial Corp. v. Federal Home Loan Bank of San Francisco, 792 F.2d 1432, 1438 (9th Cir. 1986). Plaintiffs are afforded another opportunity to amend their complaint in a clear and concise manner, and in light of the foregoing deficiencies identified by the Court.
Plaintiffs are reminded that an amended complaint supercedes the original complaint (Forsyth v. Humana, Inc., 114 F.3d 1467, 1474 (9th Cir. 1997); King v. Atiyeh, 814 F.2d 565, 567 (9th Cir. 1987)), and must be "complete in itself without reference to the prior or superceded pleading." Local Rule 15-220. Plaintiff is warned that "[a]ll causes of action alleged in an original complaint which are not alleged in an amended complaint are waived." King, 814 F.2d at 567, citing to London v. Coopers & Lybrand, 644 F.2d 811, 814 (9th Cir. 1981); accord Forsyth, 114 F.3d at 1474.
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"New research reported on in The New York Times Magazine outlines extensive study by Yale University researchers into the degree that right and wrong is recognized by children as young as a few months."
--Bred In The Bone? World, June 19, 2010, p. 26. Illustration by Jim L. Wilson and Rodger Russell
The research has instigated new debate on the place creation, evolution, faith, and morality play in human development.
Researchers exposed the babies to mini-dramas, both live and on film. Babies as young as 9-12 months old overwhelmingly registered their approval of the good characters. "This wasn't a subtle statistical trend; just about all the babies reached for the good guy."
According to Dr. Albert Mohler, it would seem to underline the fact that human beings are made in God's own image. It also helps us to understand Paul's simple statement, "all have sinned, and fallen short of the glory of God."
Romans 3:23 (ESV) "for all have sinned and fall short of the glory of God,"


text:
Alternative Titles
Japanese: 義母と民宿の母娘 美熟女たちの甘い誘い
Type: Novel
Volumes: 1
Chapters: 7
Status: Finished
Published: Feb 22, 2012
Genres: Hentai
Authors: Yukihiro, Misaki (Art), Takanashi, Aoi (Story)
Serialization: None
Score: N/A1 (scored by 0 users)
1 This score is not weighted. Please note that 'Not yet published' titles are excluded.
Ranked: N/A2
2 based on the top manga page. Please note that 'R18+' titles are excluded.
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