     IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                                                      )
Thomas H. Hodgson, in his capacity as                 )     C.A. No. 12081-MA
Attorney-In-Fact for Paul M. Hodgson, Jr.,            )
                   Petitioner,                        )
v.                                                    )
                                                      )
Elsie E. Gibson,                                      )
                   Respondent.                        )

                                MASTER’S REPORT

                          Date Submitted: December 30, 2016
                          Draft Report:
                          Final Report: February 24, 2017

      An adult son, in his capacity as agent of his incapacitated father, filed a petition

seeking a judgment from the Court declaring that the Delaware Durable Powers of

Attorney Act authorizes him to sell his father’s solely-owned residence.1 The agent’s

petition is opposed by his father’s third (and current) wife who lives in the residence

and stands to inherit the property if she survives her husband.                The wife

counterclaimed for breach of fiduciary duty, alleging that the agent has a conflict of

interest because by selling the property, he would divert to himself a substantial

expectancy under his father’s will. In her counterclaim, the wife seeks (a) an order

limiting the power of attorney with a requirement of judicial approval before any

action is taken affecting the principal’s residence or (b) an order appointing her as co-

guardian of her husband’s property. The agent has filed a motion for summary



                                       Page 1 of 17
judgment, which is opposed by the wife who argues that there is a genuine issue of

material fact whether the agent is in breach of his fiduciary duty to his principal. For

the reasons that follow, I recommend that the Court grant summary judgment in favor

of the agent.

                                 Factual Background2

      On November 21, 2009, Paul M. Hodgson, Jr. and Elsie E. Gibson were

married. The couple were in their 70s and it was a third marriage for both. Because

each had significant personal assets, the couple executed a Pre-Nuptial Agreement on

July 25, 2009, to protect their respective assets in the event of divorce or death.3 The

agreement was drafted by a Delaware attorney and the parties executed the agreement

in Delaware.4 At the time, both Mr. Hodgson and Mrs. Gibson owned their own

residences and, following their marriage, they lived together in Mrs. Gibson’s house

located at 15 Bridlebrook Lane in Newark. In April 2012, however, they moved into




1
  See Del. C. Ch. 49A.
2
  This factual background is taken from the undisputed pleadings except where
otherwise noted.
3
  Verified Petition for Declaratory Judgment, Ex. A. The schedules attached to the
prenuptial agreement reveal that in 2009, Mrs. Gibson had assets worth nearly $1.6
million, including a residence and a separate rental house while Mr. Hodgson had
assets worth $1.4 million, including a residence and 1/3rd interest in a Rehoboth
Beach cottage. Docket Item (“DI”) 2.
4
  Id.
                                       Page 2 of 17
Mr. Hodgson’s house located at 208 Hullihen Drive in Newark, Delaware

(hereinafter “the 208 Hullihen Property”).5

      On February 7, 2013, Mr. Hodgson executed the following estate planning

documents in which he named his son and daughter in various fiduciary capacities.6

Mr. Hodgson executed a revocable trust agreement (hereinafter “the Trust”) as settlor

and trustee, which provided for Mr. Hodgson to receive any net income or principal

from the Trust during his lifetime and, after his death, for the Trust to be distributed

in equal shares to his son and daughter, per stirpes.7 In his last will and testament

(hereinafter “the Will”), Mr. Hodgson left his tangible personal property to his son

and daughter, the 208 Hullihen Property to Mrs. Gibson, and his residuary estate to

his Trust.8 Mr. Hodgson named his son Thomas as successor trustee of his Trust, as

executor of his Will, and as his agent under a Delaware Durable Power of Attorney

(hereinafter “Power of Attorney”) that Mr. Hodgson also executed on February 7th.9

On the same day, Mr. Hodgson executed an advance directive for health care, naming

his son and daughter as co-agents empowered to make medical and personal care

5
  Petitioner’s Opening Brief in Support of His Motion for Summary Judgment, Ex. M
(Deposition of Elsie E. Gibson at 10-11). DI 29.
6
  Petitioner Thomas H. Hodgson and his sister Paula H. Beland are Mr. Hodgson’s
children from a previous marriage. Mrs. Gibson has two adult children and a
stepdaughter from her previous marriages. Id., Ex. M (Deposition of Elsie E. Gibson
at 15, 38).
7
  Id. Ex. D.
8
  Id. Ex. B.
9
  Id. Exs. B & C.
                                       Page 3 of 17
decisions for him during any period of his incapacity and, if a guardian was

necessary, expressing a preference that his son Thomas be appointed as his

guardian.10

      In February 2014, Mr. Hodgson suffered an intracranial bleed that caused

significant brain injury and left him incapacitated. After several months of treatment

at other facilities, Mr. Hodgson was admitted into an assisted living care facility in

Middletown, Delaware, where he still resides. In 2015, Thomas, in his capacity as

Mr. Hodgson’s agent, communicated with Mrs. Gibson about his intent to sell the 208

Hullihen Property and suggested selling the property to Mrs. Gibson at a discounted

price.11 The parties could not agree on a price, however. 12 In early November 2015,

Thomas informed Mrs. Gibson of his intent to contact a realtor and list the 208

Hullihen Property for sale.13 On March 4, 2016, Mrs. Gibson attempted to file in this

Court an emergency petition for the appointment of a guardian of the property of Mr.

10
   Respondent’s Answer and Counterclaim, Ex. A. DI 8. I use first names here in
order to avoid repetition and confusion, and intend no disrespect.
11
   Petitioner’s Opening Brief in Support of His Motion for Summary Judgment, Ex.
M. DI 29.
12
   In June 2009, Mr. Hodgson estimated the value of the 208 Hullihen Property less
the home equity loan to be $225,000. Id., Ex. A, Schedule B. On August 26, 2015,
Thomas sent Mrs. Gibson an email in which he suggested that after the property’s fair
market value was determined, the property could be transferred to her for 90 percent
of its fair market value. Id., Ex. J. In January 2016, Mrs. Gibson offered to buy the
208 Hullihen Property for $150,000. Respondent’s Answer and Counterclaim, Ex. B.
DI 8. As of October 2016, the balance of the home equity loan secured by the 208
Hullihen Property was $99,000. Appendix to Respondent’s Answering Brief at B-22.
DI 37.
                                      Page 4 of 17
Hodgson, seeking to be appointed as co-guardian of her husband’s property with

Thomas.14 The emergency petition was rejected by this Court because Mrs. Gibson

had failed to file the required physician’s affidavit. 15

                                 Procedural Background

      On March 7, 2016, Thomas filed a Verified Petition for Declaratory Judgment,

seeking a declaratory judgment in his favor that the Power of Attorney executed by

Mr. Hodgson on February 7, 2013, and the Delaware Durable Personal Powers of

Attorney Act give Thomas, as Mr. Hodgson’s agent, the power to sell the 208

Hullihen Property.16 In addition, Thomas seeks his reasonable attorney’s fees and

court costs. On April 6, 2016, Mrs. Gibson filed her answer and counterclaim. 17

Thomas filed an answer and affirmative defenses to the counterclaim on April 28,

2016.18    Following discovery, Thomas filed his pending motion for summary

judgment on November 22, 2016.19




13
   Petitioner’s Opening Brief in Support of Motion for Summary Judgment, Ex. K.
14
   Respondent’s Answer and Counterclaim, Counterclaim Ex. A. DI 8.
15
   Id.
16
   DI 1.
17
   DI 8.
18
   DI 10.
19
   DI 29.
                                         Page 5 of 17
                                         Analysis

         A party is entitled to summary judgment when no genuine issue of material

fact is in dispute and the moving party is entitled to judgment as a matter of law. 20

The burden is on the moving party to establish that there are no issues of material

fact,21 and the court must review all evidence in the light most favorable to the non-

moving party. Once the moving party has met its burden to show no material facts

exist, the non-moving party must submit “specific facts showing that there is a

genuine issue for trial to survive a motion for summary judgment.” 22

         Thomas argues that there are no material facts in dispute and it is appropriate

for the Court to grant summary judgment to avoid the unnecessary time and expense

of trial. The 208 Hullihen Property is not marital property in which Mrs. Gibson has

any ownership interest.       The language of the Power of Attorney is clear and

unambiguous, and there is no question that Mr. Hodgson was competent at the time

he executed the Power of Attorney and the Will.           According to Thomas, Mrs.

Gibson’s desire not to move from the 208 Hullihen Property is simply not relevant to

the issue before the Court.

         Mrs. Gibson concedes that Thomas has the authority as attorney-in-fact for Mr.

Hodgson to sell his father’s real estate. However, she argues that, looking at the

20
     Ct. Ch. R. 56.
21
     Scureman v. Judge, 626 A.2d 5, 10 (Del. Ch. 1992).
                                        Page 6 of 17
evidence in the light most favorable to herself as the non-moving party, there exists a

material fact in dispute whether Thomas is breaching his fiduciary duty by selling the

208 Hullihen Property.    According to Mrs. Gibson, the proposed sale would be

contrary to (a) Mr. Hodgson’s testamentary plan because this property has been left to

Mrs. Gibson in Mr. Hodgson’s Will, and (b) Mr. Hodgson’s reasonable expectation

that Mrs. Gibson would not be forced to move from her residence. Mrs. Gibson

further argues that Thomas’s decision to sell the 208 Hullihen Property is not in Mr.

Hodgson’s best interest because Mr. Hodgson has sufficient funds in his investment

accounts to cover his health care expenses for the next 13 years and a sale of this

property would prevent Mr. Hodgson from returning home to be cared for by his

wife. Finally, Mrs. Gibson argues that Thomas’s reasons for the proposed sale are

mere pretext and that his own conflict of interest impairs him from acting impartially

in Mr. Hodgson’s best interest.   According to Mrs. Gibson, Thomas could sell Mr.

Hodgson’s interest in a Rehoboth Beach cottage,23 but Thomas and his sister

currently use this cottage for their own enjoyment. By selling the 208 Hullihen

Property, however, Thomas would not only disinherit Mrs. Gibson but also Thomas

would increase his own and his sister’s inheritances since every dollar spent on Mr.



22
  Id. at 10-11.
23
   The Rehoboth Beach cottage is owned by a limited partnership that originally
consisted of three general partners and three limited partners, namely, Mr. Hodgson
and his two sisters. Appendix to Respondent’s Answering Brief, at B-104-117. DI
                                      Page 7 of 17
Hodgson’s care out of Mr. Hodgson’s other assets reduces the inheritances Mr.

Hodgson’s children expect to receive.

      The undisputed record shows that three years after his marriage to Mrs.

Gibson, Mr. Hodgson executed several legal documents to ensure that control over

his person and his property -- both during his lifetime and after his death -- was

placed squarely in the hands of his son and/or daughter, to the exclusion of Mrs.

Gibson. Mr. Hodgson’s testamentary plan and his reasonable expectations can be

discerned in the estate planning documents he executed on February 7, 2013. First,

Mr. Hodgson’s testamentary plan was for his children (or their issue, per stirpes) to

inherit his assets, either directly through his Will or indirectly through his Trust, with

the possible exception of the 208 Hullihen Property, which was devised to Mrs.

Gibson under the provisions of Mr. Hodgson’s Will.24 In light of their earlier Pre-

Nuptial Agreement, however, Mr. Hodgson made the following statement in Article

9(C) of his Will:




37. Mr. Hodgson’s 1/3rd limited partnership interest was transferred to his Trust on
February 7, 2013. Id. at B-118.
24
   As stated in Article 3 of Mr. Hodgson’s Will:
       I give all right, title and interests that I may own at the time of my death in my
       personal residence located at 208 Hullihen Drive, Newark, Delaware, to my
       wife, Elsie E. Gibson, if she survives me by thirty (3) days, free and clear of
       any mortgages, liens or encumbrances thereon. If I do not own the property
       named herein at the time of my death, this devise shall lapse.
Petitioner’s Opening Brief in Support of Motion for Summary Judgment, Ex. B.
                                        Page 8 of 17
                  My wife is Elsie E. Gibson. I acknowledge that Elsie and I entered into
           a Pre-Nuptial Agreement on July 25, 2009, in which we specified the various
           rights and claims each of us would have in the estate and property of the other
           during the term of the marriage and after death or dissolution of the marriage.
           It is my intention that the terms of this Will shall supersede any conflicting
           provisions in such Pre-Nuptial Agreement; provided, however, that nothing
           herein shall constitute a waiver of my right to revoke and modify the terms of
           this Will at any time to conform in whole or in part to the provisions in such
           Pre-Nuptial Agreement.25


Thus, although Mr. Hodgson provided for Mrs. Gibson in his Will, Mr. Hodgson

explicitly reserved to himself the right to revoke or modify his Will to conform to the

Pre-Nuptial Agreement. In other words, Mr. Hodgson explicitly reserved the right to

cut Mrs. Gibson out of his Will. Mr. Hodgson’s subsequent stroke left him incapable

of modifying his Will, however, Mr. Hodgson had anticipated such a possibility, as

will be discussed below.

           Second, Mr. Hodgson’s testamentary plan regarding the 208 Hullihen Property,

in particular, is subject to two contingencies. The first contingency is undisputed.

The specific devise is contingent on Mrs. Gibson surviving Mr. Hodgson by 30 days.

The second contingency - the specific devise is contingent on Mr. Hodgson still

owning the 208 Hullihen Property at the time of his death – is, according to Mrs.

Gibson, merely an expression of what is implicit in every provision of a will or, in

other words, mere surplusage. However, it is a basic rule of construction that a court

will prefer an interpretation that gives effect to each term of an agreement and avoids

25
     Id.
                                          Page 9 of 17
rendering language superfluous or uselessly repetitive. 26        When the second

contingency is read in conjunction with the rest of Mr. Hodgson’s Will, in particular,

with Article 9(C) of the Will, its meaning is clear: Mr. Hodgson’s testamentary plan

regarding the 208 Hullihen Property could be altered at any time prior to Mr.

Hodgson’s death.

      Third, it is evident from his estate planning documents that Mr. Hodgson’s

testamentary plan and his reasonable expectations regarding the 208 Hullihen

Property are one and the same. On the day he executed his Will, Mr. Hodgson also

executed a Power of Attorney naming Thomas as his agent and authorizing Thomas

to exercise numerous powers for Mr. Hodgson’s benefit in a fiduciary capacity,

among them the power:

             [t]o buy, sell, exchange, mortgage, encumber, lease or acquire or dispose
      of real property, including my personal residence located at 208 Hullihen
      Drive, Newark, Delaware; to execute and deliver any deed with or without
      covenants or warranties; to partition and subdivide real property; to manage
      real property, to repair, alter, renovate, improve, remodel, erect, or tear down
      any building or other structure or part thereof; and to file documents as may be
      requested or required by any government or other authority.27




26
   Peierls Family Inter Vivos Trusts, 77 A.3d 249, 265 (Del. 2013) (citing O’Brien v.
Progressive N. Ins. Co., 785 A.2d 281, 287 (Del. 2001)).
27
   Petitioner’s Opening Brief in Support of His Motion for Summary Judgment, Ex. C
(emphasis added). DI 29.
                                      Page 10 of 17
The fact that the Power of Attorney expressly authorizes Mr. Hodgson’s agent to sell

the 208 Hullihen Property demonstrates that the specific devise of the 208 Hullihen

Property to Mrs. Gibson was intended to be part of Mr. Hodgson’s testamentary plan

only as long as there was some benefit for Mr. Hodgson to retain the 208 Hullihen

Property. If, for any reason, it was no longer beneficial for Mr. Hodgson to retain his

solely-owned residence, then Mr. Hodgson’s reasonable expectation was that his

agent would sell the 208 Hullihen Property regardless of the specific devise in his

Will.

        Mr. Hodgson’s estate planning documents demonstrate that he trusted his son

and daughter, but not Mrs. Gibson, to act in his best interests in the event he became

incapacitated. These documents also demonstrate that Thomas’s intended sale of the

208 Hullihen Property is entirely consistent with Mr. Hodgson’s testamentary plan.28

        Thomas’s intended sale of the 208 Hullihen Property is consistent with Mr.

Hodgson’s reasonable expectations because Mr. Hodgson had anticipated that he or

his agent might sell this property prior to his death. Although Mrs. Gibson claims

that her husband would be very upset if he knew she was being forced to move, the

only evidence on this issue is to the contrary. Mr. Hodgson never intended Mrs.



28
   Even if the intended sale were inconsistent with his father’s testamentary plan,
Thomas would not be liable to Mrs. Gibson under 12 Del. C. § 49A-114(c) which
states: “An agent that acts in good faith is not liable to any beneficiary of the
                                      Page 11 of 17
Gibson to reside in the 208 Hullihen Property on a permanent basis if he was alive

and residing elsewhere. 29 Her claim is based on a remark made by Thomas which

Mrs. Gibson has taken out of context. On August 26, 2015, a year and a half after

Mr. Hodgson’s stroke, Mrs. Gibson offered to pay for the telephone and utilities at

the 208 Hullihen Property, which were being paid by Thomas, as agent for Mr.

Hodgson. Thomas responded as follows:

      Thanks for reaching out with this idea. For Paula and Tim, who might not
      have known how you and my father shared costs when living in either of the
      houses, it is good information to know. I am pretty sure my father never
      mentioned it to me but of course you shared it with me, probably about the
      time we were dealing with the 2013 taxes. My point to you in the first few
      months following the stroke in continuing to pay all of these [house-related]
      expenses was that until we had a solid understanding of what [Mr. Hodgson’s]
      care needs were going to be and where those might best be met it did not make
      sense to make any changes. That was a reasonable plan early on when we all
      hoped [Mr. Hodgson] might overcome some very high odds against him with
      regard to coming back to the house, and certainly until he left the Lifecare
      facility in May last year his overall health was a question mark.
      At this point, however, it is not rational for him to retain any ownership of the
      house or bear any of the cost for it.

principal’s testamentary plan for failure to act in a manner consistent with the
testamentary plan.”
29
   In his Answers to Interrogatories No. 15 & 17, Thomas stated that he asked his
father in December 2012 about Mr. Hodgson’s intention to modify his will to leave
the 208 Hullihen Property to Mrs. Gibson if Mr. Hodgson were to die while the
couple was living in the property. Mr. Hodgson informed his son that it was not his
intent to pass the property to Mrs. Gibson and eventually to her heirs by way their
inheritance from Mrs. Gibson, but rather his intent was that Mrs. Gibson should not
have to move if he were to die while they both were still living in the house.
Petitioner’s Reply Brief in Support of His Motion for Summary Judgment, Ex. B. DI
39.
                                      Page 12 of 17
      The former is critical as while he still owns it he still is exposed to liability if
      someone is injured on the property. A lawsuit, despite having insurance, could
      quickly deplete his available resources for his long term care. It is the same
      issue I brought up when I transferred the Passat out of his name.
      While the utilities you mentioned below are not insignificant, from a cost
      perspective the larger drain on his available resources for long term care each
      month comes from a home equity line of credit on the property, city and county
      real estate taxes, and homeowner’s insurance and an umbrella policy. I am
      guessing that while living in your house it had no mortgage costs. In addition
      to the draining of resources due to the ongoing capital costs, if you were to
      move out of the house at some point or something were to happen to you, the
      house would no longer be shielded from the state in any way and would be a
      significant asset available for the state to go after for his care or your care if
      you depleted your resources.
      It is clear my father did not want you to be forced to move if he were to pass
      away and I think I was clear on Saturday that the choice of where you live is
      for you to make (I hope in conjunction with your family). I know that he did
      not intend to put me in the position where I was responsible for the house
      while you were living in it without him. I don’t believe he envisioned the
      current situation which is one where he could be (hopefully) with us for quite
      some time but where his needs require a high cash flow totally apart from the
      costs associated with your housing.
      As I see it the only way we can achieve your objective of not moving as well as
      my obligation to fulfill my duties as his Agent under the Power of Attorney is
      for you to buy the house. This would then leave you with the absolute ability
      to move when and if you chose.
      I do know there is a solution that he found acceptable for handling the transfer
      of a property within a family, as it is set out in the Rehoboth Beach cottage
      partnership agreement. It involves the two parties each picking an appraiser.
      These two appraisers then agree on a third and all do appraisals from which the
      fair market value is determined. The property then is transferred for 90 percent
      of the fair market value. 30

30
  Petitioner’s Opening Brief in Support of His Motion for Summary Judgment, Ex. J
(emphasis added). DI 29.
                                       Page 13 of 17
Thus, Thomas tried to accommodate Mrs. Gibson’s desire not to move from the 208

Hullihen Property while, at the same time, fulfilling his fiduciary duty to Mr.

Hodgson. 31 After the parties were unable to agree on a price to transfer the property

to Mrs. Gibson,32 Thomas decided to sell the 208 Hullihen Property on the open

market.

      Mr. Hodgson has been a resident of an assisted living care facility now for over

two years at a cost of $10,800 per month. The additional cost of more than $2,000 per

month to own the 208 Hullihen Property is clearly not in Mr. Hodgson’s best interest

because Mr. Hodgson derives no benefit from maintaining a residence for Mrs.

Gibson, who does not contribute to these expenses. 33 Thomas’s intended sale of the

208 Hullihen Property would benefit Mr. Hodgson by providing Mr. Hodgson with

additional funds to pay for his considerable healthcare expenses while at the same

time eliminating some of his other expenses, including property taxes, utilities,



31
   According to an email dated November 3, 2015, Thomas informed Mrs. Gibson
that since he had not received any feedback from her, he was planning to engage a
real estate agent, and would thereafter allow her the right of first refusal to buy the
property before Thomas accepted an offer, but it would be a true “arms length”
transaction. Id., Ex. K.
32
   See Letter dated January 16, 2016, from Mrs. Gibson’s counsel to Thomas’s
counsel proposing a counteroffer to accept a life estate in the 208 Hullihen Property
or, if that was not acceptable, offering to purchase the 208 Hullihen Property for
$150,000. Respondent’s Answer and Counterclaim, Ex. B. DI 8.
                                      Page 14 of 17
insurance, and payments on a home equity line of credit loan for the 208 Hullihen

Property, which provide no benefit for Mr. Hodgson since he no longer resides there.

      Furthermore, although Mrs. Gibson argues that there is no medical evidence

that Mr. Hodgson is incapable of returning to the 208 Hullihen Property, there is also

no medical evidence that Mr. Hodgson is or ever will be capable of leaving the

assisted living facility. Mr. Hodgson’s children, as co-agents under his advance

directive for health care, have the responsibility of determining whether it would be

in Mr. Hodgson’s best interest to return home. Since Thomas has decided that it is in

Mr. Hodgson’s best interest to sell the 208 Hullihen Property, Thomas and his sister

must have already determined that it is in not in Mr. Hodgson’s best interest to return

to the 208 Hullihen Property.

      The proposed sale of the 208 Hullihen Property is consistent with Mr.

Hodgson’s testamentary plan and reasonable expectations as reflected in the estate

planning documents executed by Mr. Hodgson on February 7, 2013. There is no

need for the Court to hear testimony and evaluate the credibility of Thomas or Mrs.

Gibson. The proposed sale of the 208 Hullihen Property is designed to provide

additional funds for Mr. Hodgson’s long term care needs. The mere possibility that




33
  Affidavit of Petitioner Thomas H. Hodgson, Petitioner’s Opening Brief in Support
of His Motion for Summary Judgment, EX. O. DI 29.
                                      Page 15 of 17
the sale also might benefit Thomas (and his sister) after Mr. Hodgson’s death does

not warrant a finding that Thomas is in breach of his fiduciary duty to his principal.34

      Since there is no material issue in dispute, Thomas is entitled to summary

judgment as a matter of law. The Court should deny the counterclaim as meritless

and enter a judgment declaring that Thomas has the authority as agent of Mr.

Hodgson to sell the 208 Hullihen Property. Furthermore, the Court should award

Thomas his reasonable attorney’s fees and costs as damages for having to bring this

action to confirm his authority to sell the 208 Hullihen Property as agent under Mr.

Hodgson’s Power of Attorney.35 In the interest of moving this case forward, I am

waiving a draft report and issuing this recommendation as a Master’s Final Report.




34
   See 12 Del. C. § 49A-114(d): An agent that acts with care, competence, and
diligence for the best interest of the principal is not liable solely because the agent
also benefits from the act or has an individual or conflicting interest in relation to the
property or affairs of the principal.
35
   12 Del. C. § 49A-120(c)(2) provides:
        (c) A person that refuses in violation of this section to accept an acknowledged
       person power of attorney is subject to:
              (1) A court order compelling acceptance of the personal power of
              attorney; and
              (2) Liability for damages, including reasonable attorney’s fees and costs,
              incurred in any action or proceeding that confirms the validity of the
              personal power of attorney or authority of the agent to act, or compels
              acceptance of the personal power of attorney.
                                       Page 16 of 17
The parties are referring to Court of Chancery Rule 144 for the process of taking

exception to a Master’s Final Report.

                                                 Respectfully,

                                                 /s/ Kim E. Ayvazian

                                                 Kim E. Ayvazian
                                                 Master in Chancery

KEA/kekz




                                        Page 17 of 17
