Opinion
Case No. 5:03-CV-436-OC-10GRJ.
March 30, 2004
FINDINGS OF FACTS AND ORDER TO SHOW CAUSE
This case is before the Court for consideration of the Government's motion for an order to show cause (Doc. 47) and to adjudicate each of the Defendants in civil contempt (Doc. 46) for their failure to comply with this Court's injunctive order (Doc. 29). The injunction prohibits the Defendants from engaging in certain conduct violative of 26 U.S.C. § 6700 and 6701 of the Internal Revenue Code and further requires the performance of specific affirmative acts. A hearing on the matter was held on February 24, 2004, which all Parties attended except for Defendant Bryan Malatesta. Accordingly, upon due consideration, the Government's motion for a show cause order (Doc. 47) is due to be granted. The Defendants shall have ten (10) days in which to respond to this Order, and the Government another ten (10) days to reply, after which the Court will enter an appropriate ruling.
Background and Facts
The Court has previously found that the Defendants, through the business entities American Rights Litigators ("ARL"), Guiding Light of God Ministries ("GLGM"), and Eddie Kahn Associates and through various websites, organize and sell several "abusive tax schemes" designed to obstruct or frustrate the Internal Revenue Service in carrying out its duty to enforce the internal revenue laws. These abusive tax schemes include such outlandish machinations as: (1) counterfeit checks and bonds purporting to draw on fictitious accounts held by the Treasury in the customer's name; (2) false UCC financing statements and related documents purporting to create a security interest in favor of the customer in the customer's own name, birth certificate, property, and even in the customer's own person; (3) corporations sole used to shelter assets and income from creditors and the IRS; and (4) "Individual Master File" or "Business Master File" decoder packages ("IMF/BMF decoder") purporting to "decode" and "correct" IRS records to reflect that the customer is not subject to taxation. Further, the Defendants interfere with the administration of the internal revenue laws by frivolous and harassing letters to the IRS or third parties, false and frivolous complaints to the Treasury Inspector General for Tax Administration ("TIGTA"), burdensome Freedom of Information Act ("FOIA") and Privacy Act requests, assisting customers in hiding assets in corporations sole, advising customers to obstruct IRS examinations and collections efforts, and advising customers not to file federal tax returns or pay federal taxes.
The Court concluded that a preliminary injunction was warranted and, pursuant to 26 U.S.C. § 7408 and 7402(a), enjoined the Defendants from engaging in the activities described above. The Court also directed the Defendants to take two affirmative actions: (1) produce to the Government "any records in their possession or to which they have access identifying by name, Social Security numbers, and address the members of ARL/GLGM and the persons who have purchased Defendants' abusive tax shelters, plans, arrangements or programs"; and (2) "prominently and conspicuously display on the first page of any internet website maintained by them a complete copy of this preliminary injunction."
Specifically, the injunctive order (Doc. 29) reads:
The Court ORDERS and DECREES pursuant to 26 U.S.C. § 7408 that each of the Defendants, their agents, servants, employees, attorneys, and those persons in active concert or participation with them who receive actual notice of this Order by personal service or otherwise are hereby preliminarily enjoined, directly or indirectly from:
1. Preparing or assisting in the preparation of correspondence to the IRS on behalf of any other person or entity;
2. Preparing or assisting in the preparation of UCC forms purporting to give the customer a security interest in his or herself, own name, own birth certificate, or own property;
3. Selling or organizing any business arrangement, including corporations sole, that encourages noncompliance with the income tax laws, misrepresents the tax savings realized by using the arrangement, or conceals the receipt of income; or selling any purported draft check, bond or other similar instrument to be used by the purchaser to pay federal taxes;
4. Preparing or assisting in the preparation of complaints to the TIGTA;
5. Preparing or assisting in the preparation of FOIA and Privacy Act requests on behalf of any other person or entity;
6. Representing any other person or entity before the IRS;
7. Preparing or assisting in the preparation of documents purporting to "decode" IRS files;
8. Falsely advising anyone that they are not require to file federal tax returns or pay federal taxes; and
9. Engaging in other similar conduct that substantially interferes with the administration and enforcement of the internal revenue laws.
The Court further ORDERS pursuant to I.R.C. § 7402(a) that Defendants produce to the United States any records in their possession or to which they have access identifying by name, Social Security numbers, and address the members of ARL/GLGM and the persons who have purchased Defendants' abusive tax shelters, plans, arrangements or programs. The individual Defendants must each file a sworn certificate of compliance stating that he or she has complied with this portion of the Order, within twenty (20) days of the date of this Order.
The Court further ORDERS pursuant to 26 U.S.C. § 7402(a) that Defendants jointly and/or individually, and their representatives, agents, servants, employees, attorneys and those persons in active concert or participation with them, prominently and conspicuously display on the first page of any internet website maintained by them a complete copy of this preliminary injunction. The individual Defendants must each file a sworn certificate of compliance stating that he or she has complied with this portion of the Order, within twenty (20) days of the date of this Order.
Civil Contempt Standard
District courts possess the inherent power to enforce compliance with their lawful injunctive orders through civil contempt. The party seeking a contempt order has the initial burden of proving by clear and convincing evidence that the alleged contemnors have failed to comply with an unambiguous and lawful order of the court. Once the moving party presents a prima facie case by clear and convincing evidence, the burden shifts to the alleged contemnors "to show a present inability to comply that goes beyond a mere assertion of inability" and establish that they have "made in good faith all reasonable efforts to meet the terms of the court order." While the inability to comply is a defense to a contempt action, it is unavailable where the inability to comply was self-imposed.
Gunn v. Univ. Comm. to End War in Vietnam, 399 U.S. 383, 389 (1970); Shillitani v. United States, 384 U.S. 364, 370 (1966).
Riccard v. Prudential Ins. Co., 307 F.3d 1277, 1296 (11th Cir. 2002); McGregor v. Chierico, 206 F.3d 1378, 1383 (11th Cir. 2000); Commodity Futures Trading Comm'n v. Wellington Precious Metals, Inc., 950 F.2d 1525, 1529 (11th Cir. 1992);Jordan v. Wilson, 851 F.2d 1290, 1292 n. 2 (11th Cir. 1988).
Howard Johnson Co. v. Khimani, 892 F.2d 1512, 1516 (11th Cir. 1990) (internal quotations omitted).
Wellington Precious Metals, Inc., 950 F.2d at 1529;United States v. Hayes, 722 F.2d 723, 725 (11th Cir. 1984).
In re Lawrence, 279 F.3d 1294, 1300 (11th Cir. 2002);Pesaplastic, C.A. v. Cincinnati Milacron Co., 799 F.2d 1510. 1521 (11th Cir. 1986).
The focus of the court's inquiry regarding civil contempt is whether the alleged contemnors complied with the order at issue, and not the subjective belief or intent of the contemnors in complying with the order. However, conduct that evidences "substantial, but not complete, compliance with the court order may be excused if it was made as part of a good faith effort at compliance." In making this determination, the order is subject to reasonable interpretation and may not be expanded beyond the meaning of its terms.
McComb v. Jacksonville Paper Co., 336 U.S. 187, 191 (1949) ("The absence of wilfulness does not relieve civil contempt. . . . Since the purpose is remedial, it matters not with what intent the defendant did the prohibited act.");Khimani, 892 F.2d at 1516.
Khimani, 892 F.2d at 1516.
Id.
District courts are afforded wide discretion in fashioning a remedy for civil contempt. However, this discretion is not unfettered, as sanctions cannot be any greater than necessary to ensure compliance. In fashioning a remedy, the Court must consider "the character and magnitude of the harm threatened by continued contumacy, and the probable effectiveness of any suggested sanction in bringing about the result desired." "The district court must make a determination in each case whether there is a realistic possibility that the contemnor will comply with the order." Appropriate sanctions for civil contempt include: (1) a coercive fine; (2) a compensatory fine; (3) attorney's fees and costs; and (4) coercive incarceration.
McGregor, 206 F.3d at 1385 n. 5.
Citronelle-Mobile Gathering, Inc. v. Watkins, 943 F.2d 1297, 1304 (11th Cir. 1991) ("Sanctions may be imposed to coerce the contemnor to comply with the court's order, but may not be so excessive as to be punitive in nature."); United States v. City of Miami, 195 F.3d 1292, 1298 (11th Cir. 1999) ("[A] District Court may not use the civil contempt power to impose what amounts to a criminal contempt sanction.").
United States v. United Mine Workers of America, 330 U.S. 258, 304 (1947).
In re Lawrence, 279 F.3d 1294, 1300 (11th Cir. 2002).
Watkins, 943 F.2d at 1304.
Discussion
The Government cites the following conduct on the part of the Defendants as being contumacious of the Court's lawful injunctive order:
1. failing to "prominently and conspicuously display" the injunctive order on the first page of the websites: www.eddiekahn.com, www.glgm.org, www.eddiekahnoverseer.org, www.taxtruthnews.com, and www.cpe4me.com;
2. with respect to Defendant Malatesta, preparing or assisting in the preparation of FOIA and Privacy Act requests and IMF/BMF decoding through the website www.cpe4me.com;
3. providing form letters on www.eddiekahn.com for persons to complete and send to the IRS in response to IRS letters;
4. continuing to promote or advertise abusive tax schemes on www.eddiekahn.com and www.taxtruthnews.com;
5. falsely advising through postings on www.eddiekahn.com and www.taxtruthnews.com that individuals are not required to file a federal tax return or pay federal taxes; and
6. failing to provide to the Government any records in their possession or to which they have access identifying the members of ARL/GLGM or the persons who have purchased their abusive tax shelters, plans, arrangements, or programs.
Throughout this Order, reference to www.cpe4me.com includes reference to www.cpeforme.com.
A. www.eddiekahnoverseer.org, www.eddiekahn.com, www.glgm.org, and www.taxtruthnews.com
As of the writing of this Order, www.eddiekahnoverseer.org has ceased to be a valid web-address. The websitewww.eddiekahn.com continues to exist; however, its entire content, including the form letters to the IRS, has been removed and replaced with a brief explanation of the pending litigation, the first page of the injunction, and links to the other pages of the injunction. The site www.glgm.org contains a similar display of the injunctive order, but also contains a link to the site's pre-injunction content. The Court finds thatwww.eddiekahn.com and www.glgm.org are in compliance with a reasonable interpretation of the injunctive order.The Court also finds, however, that www.taxtruthnews.com is not compliant. This site has remained essentially unchanged since these proceedings were commenced. The injunctive order is not displayed on any page, and the website continues to make available to its paying members the "Tax Truth Newsletter" — a bi-weekly, online newsletter containing descriptions of numerous, often fraudulent, schemes designed to avoid paying taxes. Most, if not all, of the articles are devoted to the exploits of Defendant Eddie Kahn and ARL/GLGM and their interaction with the IRS. In fact, the site boasts that it is "dedicated to bringing the latest updates from Eddie Kahn." Until very recently, the main page of www.taxtruthnews.com displayed a picture of Defendant Kahn and the caption, "Never miss another Eddie Kahn update." Tellingly, the picture and caption were removed after the Government moved for contempt.
The Government avers, perhaps correctly, that Defendant Kahn directly or indirectly maintains and controls the content ofwww.taxtruthnews.com and uses the site as his "mouthpiece." While this might be so, at present the Government offers little evidence to establish Kahn's control. The site is registered to Jeromy Shephard, a known member of ARL/GLGM, and although the injunctive order is broad enough to subject Mr. Shephard to its proscriptions (provided he first receives proper notice), Mr. Shephard has, thus far, not been the focus of the Government's motions. Accordingly, at this time the Government has not established by clear and convincing evidence that Defendant Kahn or any other Defendant has the ability to bring www.taxtruthnews.com into compliance with the injunction.
B. Defendant Bryan Malatesta
The Court finds by clear and convincing evidence that Defendant Bryan Malatesta is currently in violation of multiple provisions of the injunctive order. First, Malatesta has failed to produce to the Government any records in his possession or to which he has access identifying the members or customers of ARL/GLGM. Second, Malatesta has failed to prominently and conspicuously display the injunctive order on the first page of his website,www.cpe4me.com. Third, Malatesta continues to prepare or assist in the preparation of FOIA and Privacy Act requests throughwww.cpe4me.com, and, in particular, through the "online FOIA generator" available on that website. Fourth, Malatesta continues to prepare or assist in the preparation of IMF/BMF decoding through www.cpe4me.com.
The Government has submitted convincing evidence that Defendant Malatesta, a licensed CPA, entered into an arrangement whereby, in exchange for compensation, he permitted ARL/GLGM to affix his signature to documents, including more than one-thousand powers of attorney, which were then transmitted by ARL/GLGM to the IRS or third parties on behalf of members or customers. The circumstances of this arrangement suggest that, at a minium, Defendant Malatesta has the right to require ARL/GLGM to produce to him any records identifying those persons on whose behalf it created and transmitted documents bearing his signature. There is nothing in the record showing that Defendant Malatesta made any effort to obtain such records from ARL/GLGM. The Defendant has made no explanation of his deficiency in this regard.
Doc. 7, tabs 18, 22, 23, 24, 33; Doc. 6, at tab. 7, p. 70.
The Government has also presented clear and convincing evidence that Defendant Malatesta is in violation of the injunction by virtue of his control over the website, www.cpe4me.com. Through this website, the Defendant continues to prepare or assist in the preparation of FOIA and Privacy Act requests and IMF/BMF decoding. In further contradiction of the clear and unambiguous terms of the Court's order, www.cpe4me.com contains no mention of the injunction.
Although the Defendant denies having the ability to controlwww.cpe4me.com, the Government has presented sufficient evidence that Defendant Malatesta is intimately involved with the maintenance and operation of this site so that he currently possesses the ability to alter the content of www.cpe4me.com in order to bring about its compliance. As late as January 15, 2004, one month before the injunctive order was issued, Malatesta was the registered owner of the domain name "cpe4me.com" and his name, email address, and business address were listed onwww.cpe4me.com as the site's contact information. On January 21, 2004, one week before the motion for contempt was filed, the contact information on www.cpe4me.com suddenly changed. Defendant Malatesta was no longer listed as the contact person; however, the contact address remained Malatesta's business address. As of February 26, 2004, the contact information on www.cpe4me.com ceased altogether to list a mailing address. Also by that date, the registered owner of the domain name "cpe4me.com" was changed to Kevin Phelps, apparently a resident of Australia. The originating servers, one of which is operated by Malatesta's employer, remained the same, and Thomas Selgas continued to be listed as the administrative and technical contact.
Doc. 50, exh. A at 6. A "domain name" is a series of alphanumeric fields, or "domains," separated by periods, or "dots," which corresponds to a unique Internet Protocol (IP) address assigned to each computer on the Internet. The domain name system is used because domain names are much easier for users to remember than the numeric IP addresses to which they correspond. When one types "www.cpe4me.com" into a web browser, the computer performs an "address query" whereby it searches various other computers known as "domain name servers" for the information needed to match the domain name to the IP address. A domain name is broken into several levels that tell the computer how to search for the matching information. The ".com" of the web-address is known as the first or top-level domain name. The address query is directed to the ".com" top-level domain file zone where information about ".com" files are located and is then directed to the file corresponding to the second-level domain name, "cpe4me.com," where the information is retrieved. See e.g., Thomas v. Network Solutions, Inc., 176 F.3d 500, 503-04 (D.C. Cir. 1999). The "www" is not technically a part of the domain name.
The Government notified the Defendants on January 21, 2004, pursuant to Local Rule 3.01(g), of its intention to move for contempt. Doc. 49.
Doc. 50, exh. C at 6.
Doc. 77, exh. A at 7.
Doc. 72, attachment 2.
Docs. 50, exh. A; Doc. 72, attachment 2. One of the named servers for the domain name "cpe4me.com" is listed as "NS2.ARROWPLASTICS.COM." Defendant Malatesta is listed as the CPA for Arrow Custom Plastics. Doc. 77 exh. B.
The Defendant attempts to explain that, although he owned the second-level domain name "cpe4me.com," he never controlled the third-level domain name, www.cpe4me.com. In an attempt to further distance himself from www.cpe4me.com and thereby establish his inability to comply, Malatesta maintains that his ownership of "cpe4me.com" lapsed on January 18, 2004 and was subsequently transferred to Phelps.
For a brief explanation of domain names see supra note 17.
Malatesta claims that www.cpe4me.com is controlled by someone he refers to only as "witness 2." Doc. 72.
Curiously, http://cpe4me.com's only content continues to read "Preliminary Injunction Issued to Bryan Malatesta" even though the Defendant swears that he no longer controls this site.
The Court is not persuaded. Indeed, the Court finds the Defendant's explanation incredible and unsubstantiated. For one thing, the "www" part of a web-address is not technically part of a domain name, and it certainly does not have to be registered along with the second-level domain name. More importantly, it is clear from the information once displayed on www.cpe4me.com that Malatesta has some degree of control over its content. Considering the totality of the evidence, it is apparent that the Defendant has done little more than attempt to avoid the proscriptions of the injunction by masking his control of this website.
C. Defendant Milton Baxley II
The Government has presented clear and convincing evidence that Defendant Baxley, a licensed attorney, entered into an arrangement with ARL/GLGM similar to the arrangement between ARL/GLGM and Defendant Malatesta. Like Malatesta's arrangement, Baxley received compensation for permitting ARL/GLGM to affix his signature to documents, including over one-thousand powers of attorney, which were then transmitted by ARL/GLGM to the IRS and third parties on behalf of members or customers. At a minimum, Defendant Baxley has the actual or implied contractual right to require ARL/GLGM to produce to him the names of those persons on whose behalf it created and transmitted documents bearing his signature. To date, Baxley has not produced any such records to the Government. Defendant Baxley has done little more than make an assertion of his inability to comply, which is insufficient to avoid compliance with the injunction.
Doc. 8, at tab 24, Doc. 5, at tab 4. On October 24, 2003, an administrative law judge disbarred Defendant Baxley from practicing law before the IRS. See Doc. 5, at tab 5. The judge found by clear and convincing evidence that Baxley committed fourteen counts of misconduct centering around his filing of frivolous claims and pleadings on behalf of his clients. Similarly, in 1996, Judge Paul of the Northern District of Florida imposed Rule 11 sanctions against Baxley for filing frivolous pleadings in a matter involving the IRS. Nutt v. United States, No. 1:96-cv-96-MMP, 1996 WL 741592 (N.D. Fla. Oct. 7, 1996).
Doc. 2, at tab 13; Docs. 5-8, at tabs 4, 7, 8, 18, 22-25, 31. Defendant Eddie Kahn characterized the compensation Baxley and Malatesta received in this arrangement as "gifts." Doc. 6, at tab. 7 p. 70.
D. Defendant David Stephen Lokietz
Defendant Lokietz admits that he was the "Executive Trustee and General Manager" of ARL, a purported trust. In his affidavit he states that on December 18, 2003, days after the complaint and motion for preliminary injunction were filed, ARL was dissolved by unanimous decision of the trustees and ceased to exist. According to the Defendant, all of ARL's records were then transferred to Defendant Eddie Kahn, the head of GLGM. He relies on these events as demonstrating his present inability to comply with the injunctive order. However, inability to comply is not a defense to contempt if, as the Court finds to be the case with Defendant Lokietz, the inability was self-imposed in an effort to avoid compliance. By law, the Defendant was required to make all reasonable efforts to gain access to the ARL member records and thereby accomplish compliance. Defendant Lokietz has not done so.
Doc. 65.
Doc. 82, at 50.
Pesaplastic, C.A., 799 F.2d at 1521; In re Lawrence, 279 F.2d at 1300.
E. Defendant Eddie Kahn
Defendant Kahn is the self-described "Presiding Overseer" of GLGM, a purported corporation sole, and the "Executive Trustee" of ARL, a purported trust. The Defendant initially refused to comply with the injunction, flippantly conditioning his compliance on the Government's ability to produce a "notice of acceptance" evidencing its jurisdiction over his property. It was only after the Defendant's frivolous jurisdictional argument was confuted and the Government's ensuing motion for contempt was filed that the Defendant submitted his first certificate of compliance. In this certificate, the Defendant swore that, despite the fact that he had yet to produce any ARL/GLGM membership records, he was in compliance with the injunction. It was not until the contempt hearing that he finally produced a compact disc containing, or at least purporting to contain, the GLGM member list. The Defendant explained his tardiness as "simply inadvertent."
Doc. 82, at 40; Doc. 6, at tab 7.
Doc. 35.
Doc. 63.
Doc. 82 at 34.
However, the Defendant's state of mind is irrelevant to these proceedings. Moreover, production of the GLGM member list is not sufficient to complete compliance with the clear and unambiguous language of the injunction which requires the production of not only the GLGM member list, but also ARL's member list. Further, the injunction unambiguously calls for the production of the identities of persons who have purchased the Defendant's abusive tax shelters, plans, arrangement, and programs. This means that Defendant Kahn must produce to the Government any records in his possession or to which he has access identifying those persons who, regardless of their affiliation vel non with ARL/GLGM, purchased or for whom was prepared a corporation sole, UCC financing statements or other related documents, draft checks or bonds, FOIA or Privacy Act requests, TIGTA complaints, IMF/BMF decoders, or any other correspondence to the IRS or third parties regarding a member's or customer's tax matters. To date, the Defendant has produced no such list and given no valid excuse for his non-performance.
Conclusion
Accordingly, upon due consideration, it is adjudged that the Government's Motion for Show Cause Order (Doc. 47) is GRANTED, and the following Order to Show Cause is hereby issued to Defendants Bryan Malatesta, Milton Baxley II, David Lokietz, and Eddie Kahn.
Because the Government has produced insufficient evidence that Defendant Kookie Kahn, Defendant Eddie Kahn's wife, is currently in violation of the injunction, she is not subject to the Order to Show Cause.
ORDER TO SHOW CAUSE
Defendant Bryan Malatesta is ORDERED to show cause by sworn written pleading within ten (10) days of the date of this Order why he should not be adjudicated in contempt of this Court's injunctive order (Doc. 29) for:1. failing to produce to the Government any records in his possession or to which he has access identifying by name, Social Security numbers, and address the members or customers of ARL/GLGM, in particular, those members or customers on whose behalf his signature was used;
2. failing to prominently and conspicuously display a complete copy of the injunctive order (Doc. 29) on the first page of the website www.cpe4me.com or www.cpeforme.com;
The Court has found that the manner in which the injunction is displayed on www.eddiekahn.com andwww.glgm.org, — prominently and conspicuously displaying the complete first page of the injunction on the first page of the site together with links to the remaining pages of the injunction — is adequate to achieve compliance.
3. preparing or assisting in the preparation of FOIA and Privacy Act requests on behalf of other persons or entities through www.cpe4me.com or www.cpeforme.com, and, in particular, through the online FOIA generator available on that site; and
4. preparing or assisting in the preparation of documents purporting to decode IRS files through www.cpe4me.com orwww.cpeforme.com.
FURTHER, Defendant Milton Hargraves Baxley II is ORDERED to show cause by sworn written pleading within ten (10) days of the date of this Order why he should not be adjudicated in contempt of this Court's injunctive order (Doc. 29) for failing to produce to the Government any records in his possession or to which he has access identifying by name, Social Security numbers, and address the members or customers of ARL/GLGM, in particular, those members or customers on whose behalf his signature was used.
FURTHER, Defendant David Stephen Lokietz is ORDERED to show cause by sworn written pleading within ten (10) days of the date of this Order why he should not be adjudicated in contempt of this Court's injunctive order (Doc. 29) for:
1. failing to produce to the Government any records in his possession or to which he has access identifying by name, Social Security numbers, and address the member or customers of ARL/GLGM;
2. failing to produce to the Government any records in his possession or to which he has access identifying by name, Social Security numbers, and address persons who, regardless of their affiliation vel non with ARL/GLGM, purchased or for whom was prepared a corporation sole, UCC financing statements or other related documents, draft checks or bonds, FOIA or Privacy Act requests, TIGTA complaints, IMF/BMF decoders, or any other correspondence to the IRS or third parties regarding a member's or customer's tax matters.
FURTHER, Defendant Eddie Ray Kahn is ORDERED to show cause by sworn written pleading within ten (10) days of the date of this Order why he should not be adjudicated in contempt of this Court's injunctive order (Doc. 29) for:
1. failing to produce to the Government any records in his possession or to which he has access identifying by name, Social Security numbers, and address members or customers of ARL; and
2. failing to produce to the Government any records in his possession or to which he has access identifying by name, Social Security numbers, and address persons who, regardless of their affiliation vel non with ARL/GLGM, purchased or for whom was prepared a corporation sole, UCC financing statements or other related documents, draft checks or bonds, FOIA or Privacy Act requests, TIGTA complaints, IMF/BMF decoders, or any other correspondence to the IRS or third parties regarding a member's or customer's tax matters.
FURTHER, the Government shall have ten (10) days from the date of the filing of the individual Defendants' responses, if any, in which to reply. The Court will then enter its ruling.
IT IS SO ORDERED.
DONE and ORDERED.