Sunday, March 30, 2014 

New Limited Liability Company Statute Takes Effect on Existing LLCs Filed in New Jersey

Bookmark and Share   Effective April 1, 2014, all limited liability companies (“LLCs”) formed in New Jersey will be governed by the Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 through N.J.S.A. 42:2C-17 (the “Revised Act”). The Revised Act became effective as to newly formed LLCs on March 18, 2013. Starting on April 1, 2014, the Revised Act applies to all previously existing LLCs filed in New Jersey.

The Revised LLC Act differs from the predecessor limited liability company Act in several substantial respects, of which current operating LLCs and those individuals deciding whether to incorporate a LLC in New Jersey should be aware, including the following: 
  • An LLC will no longer have a limited duration, but instead will have perpetual duration under the Revised LLC Act. 
  • The former LLC Act required a written Operating Agreement. Under the Revised LLC Act however, the Operating Agreement may be in writing, oral or even implied based on how the LLC operates. 
  • Under the former LLC Act, the Operating Agreement could expand or restrict an LLC member’s or manager’s fiduciary duties. But under the Revised LLC Act, the Operating Agreement cannot eliminate or restrict such fiduciary duties unless the termination or restriction of such duties is “not manifestly unreasonable.” The Revised LLC Act provides that the Operating Agreement may eliminate or limit a member or manager’s liability to the LLC and members for money damages, except for (1) breach of the duty of loyalty; (2) a financial benefit received by the member or manager to which the member or manager is not entitled; (3) an improper distribution; (4) intentional infliction of harm on the LLC or a member; or (5) an intentional violation of criminal law.
  • Similar to the minority shareholder oppression statute that applies to corporations, the Revised Act provides a remedy for a member who claims oppression. Specifically, the Revised Act allows a member of an LLC to apply for an order from the Court 1) dissolving the LLC or appointing a custodian to manage its affairs on the grounds that the LLC’s activities are unlawful or that the LLC’s managers or controlling members are acting illegally, fraudulently or oppressively to the applicant. The oppressed member’s remedies also include demanding the LLC and the other members to purchase his or her membership interest in the LLC. 
  • The Revised LLC Act provides that unless the members of the LLC agree otherwise,any distributions to members before the dissolution and winding up of the LLC are to be made to members in equal shares. 
  • A resigning member of an LLC is no longer entitled to the “fair value of his limited liability company interest as of the date of resignation” under the Revised Act. Instead, a resigning member will be considered to have disassociated himself as a member and will continue to have rights only as an economic interest holder, a significant departure from the superseded law.
  • The Revised LLC Act permits an LLC to file a “statement of authority” with the State Treasurer setting forth those individuals or entities with the authority (or lack thereof) to execute agreements relating to the transfer of real estate and enter into any other transactions on behalf of the LLC. 
The above highlights some of the material changes to the governance of limited liability companies in New Jersey. Because of the complexities of the Revised Act and its application to both existing and new LLCs in New Jersey, you should consult with an experienced corporate lawyer to review and update your LLC’s Operating Agreement.

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Wednesday, March 12, 2014 

Disqualification of Attorneys in Litigation Matters Pursuant to the Attorney-Witness Rule - RPC 3.7

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In this post I examine the attorney witness rule incorporated in New Jersey Rule of Professional Conduct (“RPC”) 3.7, and how the Rule can be used to disqualify a lawyer representing a party in litigation when the lawyer possesses factual knowledge of contested issues that go to the heart of the case.  Because courts generally are reluctant to disqualify a party’s choice of counsel, a motion brought pursuant to RPC 3.7 requires the moving party to bear the burden of proof by demonstrating that the attorney’s continued representation would violate the Rule. J.G. Ries & Sons, Inc. v. Spectraserv, Inc.,384 N.J. Super. 216 (App. Div. 2006).

RPC 3.7(a)  states:

A lawyer shall not act as advocate at a trial in which the lawyer is likely to be a necessary witness except where:

(1) the testimony relates to an uncontested issue;
(2) the testimony relates to the nature and value of legal services rendered in the case;
(3) disqualification of the lawyer would work substantial hardship on the client.

R.P.C. 3.7 authorizes disqualification of the client’s attorney only where that attorney’s trial testimony is “necessary” and “likely.” A purpose of that limited remedy is to prevent unfairness to the opposing party.   See Michels, New Jersey Attorney Ethics, comment 31:4-1(a) on R.P.C. 3.7 (2012).  A mere representation of an intent to call the attorney as a witness at trial is not sufficient, in and of itself, to demonstrate such necessity and likelihood.  See, e.g., J.G. Ries & Sons, Inc. v. Spectraserv, Inc., 384 N.J. Super. 216, 230 (App. Div. 2006).  See also Main Events Prods. v. Lacy, 220 F.Supp.2d 353, 355 (D.N.J. 2002)(RPC 3.7(a) is a prohibition against an attorney-witness acting as an “advocate at trial.”).  For purposes of RPC 3.7, a witness is truly “necessary” if there are no documents or other witnesses that can be used to introduce the relevant evidence.

The purpose of RPC 3.7(a) is “to prevent a situation in which at trial a lawyer acts as an attorney and a witness, creating the danger that the factfinder (particularly if it is a jury) may confuse what is testimony and what is argument . . . .” Main Events Prods., 220 F.Supp.2d at 357. An attorney is “likely to be a necessary witness only where he has crucial information in his possession which may be divulged.” Garza v. McKelvey, No. 89-895, 1991 U.S. Dist. LEXIS 311, *6 (D.N.J. Jan. 2, 1991).  If the case may be “handled by any competent lawyer … it is appropriate for [the attorney-witness] to withdraw.” Advisory Committee on Professional Ethics, Opinion No. 630, 124 N.J.L.J. 906, 926 (quoting Advisory Committee on Professional Ethics Opinion No. 233, 95 N.J.L.J. 206 (1972)). Even when there is a question as to the materiality of the lawyer’s testimony to the client’s case, “doubts should be resolved in favor of the lawyer testifying and against his becoming or continuing as an advocate.” Advisory Committee on Professional Ethics, Opinion No. 233, 95 N.J.L.J. 206-207, (1972) (quoting ABA Model Code of Professional Responsibility EC 5-10).

Historically, New Jersey Courts have consistently held that RPC 3.7 begins to operate as soon as the attorney knows or believes that he will be a witness at trial. See In the Matter of Cadillac V8-6-4 Class Action, 93 N.J. 412 (1983) (construing New Jersey DR 5-101 and DR 5-102). The attorney-witness takes effect before an attorney decides to accept employment from a client. Once an attorney recognizes that he is “likely” to be a witness in litigation, he must choose whether he will proceed as advocate or witness; he may not choose both.  Id, at 440.  

Generally speaking, motions to disqualify are viewed with disfavor as disqualification is a remedy with broad implications.  See Kroungold v. Triester, 521 F.2d 763, 766 (3d Cir. 1975);Carlyle Towers Condo. Ass’n v. Crossland Sav., 944 F.Supp. 341, 345 (D.N.J. 1996); Spinello Cos. v. Metra Indus., No. 05-5075, 2006 U.S. Dist. LEXIS 41875 (D.N.J. June 22, 2006); Cavallaro v. Jamco Prop. Mgmt., 334 N.J. Super. 557, 572 (App. Div. 2000)(the disqualification of a client’s counsel is considered a harsh remedy that should only be granted sparingly). The party seeking disqualification bears the burden of showing that continued representation by the lawyer would violate the disciplinary rules.

In addition, the party seeking to disqualify an attorney must do more than simply make representations that a lawyer is a necessary witness for the attorney to be disqualified. J.G. Ries & Sons, Inc. v. Spectraserv, Inc., supra, 384 N.J. Super. at 230 (“Such a mere representation, however, does not satisfy the threshold requirements of RPC 3.7, which specifies a likelihood that a lawyer will be a necessary witness.”)  Indeed, the party seeking to disqualify must put forth evidence that establishes the likelihood that the attorney will be a necessary witness at trial and if it is unclear from the record as to whether or not the attorney’s testimony is necessary, the motion should be denied. See Host Marriott Corp. v. Fast Food Operators, Inc., 891 F. Supp. 1002, 1010 (D.N.J. 1995).

Resolution of a motion to disqualify requires the court to balance “the need to maintain the highest standards of the [legal] profession” against “a client’s right to freely choose his counsel.” Dewey v. R.J. Reynolds Tobacco Co., 109 N.J. 201, 205, (1988) (internal citation omitted). This balancing involves a “painstaking analysis of the facts and precise application of precedent.”  Reardon v. Marlayne, Inc., 83 N.J. 460, 469 (1980); Dewey, 109 N.J. at 205.  As the New Jersey Supreme Court remarked, “[i]f there is any doubt as to the propriety of an attorney’s representation of a client, such doubt must be resolved in favor of disqualification.”  Reardon, 83 N.J. at 471.

In a case filed in the Superior Court of New Jersey, Law Division, Bergen County, our firm recently succeeded in disqualifying a plaintiff’s lawyer based on RPC 3.7.  The incestuous nature of this case was such that the plaintiff’s principals are the lawyer’s parents, and the lawyer is the plaintiff’s Vice President.  While serving as the company's Vice President, the lawyer prepared a financial prospectus that was tendered to our clients in connection with a contemplated purchase of the plaintiff’s business.   Because of substantial discrepancies in the financial prospectus, our client elected not to proceed with the purchase.  After taking over the case from our client’s prior counsel, we successfully persuaded the Court that plaintiff’s counsel was a likely and necessary trial witness who should  be disqualified under RPC 3.7 because he was the plaintiff’s point person who negotiated the business terms of the transaction, communicated with our client, and prepared the financial prospectus thus possessing direct knowledge of issues that are central to our client’s affirmative defenses.  Click here to read the trial judge’s order and opinion.

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Friday, December 20, 2013 

Are a Litigant's Income Tax Returns Fair Game in Pretrial Discovery in Civil Cases?

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Depending upon the claims and defenses raised in the context of a particular civil lawsuit, the information contained in a party’s business or personal income tax return may be a relevant area of inquiry for pretrial discovery. However, most taxpayers will not voluntarily surrender their tax returns simply because the information is being sought by the other side’s lawyer. To the contrary, a demand for production of income tax returns is often met with resistance. Thus, before seeking the production of an adversary litigant’s income tax returns as part of pretrial discovery demands, careful thought must be given as to why the information is needed, what it may help prove, and whether there is sufficient reasons or “good cause” to be demanding it? 

The scope of discovery in New Jersey civil litigation matters is dictated by R. 4:10-2, which allows for the “discovery of any matter, not privileged, which is relevant to the subject matter involved in the pending action, whether it relates to the claim or defense of the party seeking discovery or to the claim or defense of any other party, including the existence, description, nature, custody, condition and location of any books, documents, electronically stored information, or other tangible things and the identity and location of persons having knowledge of any discoverable matter. “ R. 4:10-2(a). Beginning with the seminal case of Ullmann v. Hartford Fire Ins. Co., 87 N.J. Super. 409 (App. Div. 1965), New Jersey courts have adopted a “good cause” standard to compel the production of a litigant’s income tax returns.   Accord Campione v. Soden, 150 N.J. 163, 189-90 (1997); DeGraaf v. DeGraaf, 163 N.J. Super. 578, 583 (App. Div. 1978). 

In Ullmann, the court explained that “[I]t is impossible to lay down a universal definition of good cause for disclosure and inspection, or an all-inclusive and definitive catalogue of all of the circumstances to be considered by a court in determining whether there is good cause. Each case must be decided upon its own facts.” Id. at 419. The Ullmann court recognized that “[T]he average taxpayer is sensitive about his return and wishes to keep it from publication,” and that the taxpayer “is entitled to that privacy unless there is a strong need to invade it.” Id. at 415. 

The Appellate Division in Ullmann developed the following procedure to guide trial courts faced with a discovery demand for income tax returns: 
If disclosure will not serve a substantial purpose it should not be ordered at all. If ordered, disclosure should be no greater than justice requires. The disclosure of entire returns should never be ordered if partial disclosure will suffice, and in all but the clearest cases the return should be examined by the judge before any disclosure is ordered. Even then the judge should impose such restrictions and limitations as may be necessary for the protection of the taxpayer. 
Id. at 416. (Emphasis added).

A recently published Appellate Division case illustrates that “good cause” for the production of a litigant’s income tax returns can be established if the information is sought to impeach a party’s credibility at trial. FIK-Rymarkiewicz v. UMDNJ, 430 N.J. Super. 469 (App. Div. 2013). In that case, which involved a former employee’s claims of emotional distress, employment discrimination and unpaid wages. the Appellate Division affirmed the trial court’s ruling that plaintiff’s personal income tax returns were relevant where plaintiff testified her husband was not working. The former employer UMDNJ sought production of plaintiff’s income tax returns to verify whether her husband had reported income, to confirm if he had been working, and to compare income levels before and after UMDNJ terminated her. In upholding the trial court’s ruling that the tax records were relevant to plaintiff’s emotional distress claim, the Appellate Division concluded that although she testified that her husband was not working, if her tax returns showed otherwise, then this inconsistency would be relevant to impeach her credibility. 

Because each case must be decided on its own facts, there can not be a universal application of good cause for the production of a litigant’s tax returns. For example, a business plaintiff’s income tax returns would be relevant if the plaintiff is alleging a loss of profits from the alleged misconduct of the defendants. On the other hand, a business plaintiff’s income tax returns likely would not be considered relevant in a simple breach of contract case. 

Legal Disclaimer: This article is intended for informational purposes only, and shall not be considered or construed as providing legal advice on any particular set of circumstances. Neither the posting of this article, printing or sharing of this article shall constitute an attorney-client relationship between the reader and LoFaro & Reiser, L.L.P.

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Monday, November 18, 2013 

Voiding a New Jersey Real Estate Tax Foreclosure Judgment Due to Defective Service of Legal Process

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In New Jersey, a homeowner can lose his or her home for failure to pay real estate taxes to the town/city where the property is located.   Unlike mortgage foreclosure cases where the property is required to go to a judicial sale and the homeowner is given one final shot to save the home by “redeeming” or paying off the judgment within 10 days from the sale date, in tax foreclosure cases there is no judicial sale and the opportunity to redeem is thus lost once the final judgment is entered.  In other words, the entry of a final judgment in real estate tax foreclosure cases serves to transfer title of the property to the foreclosing plaintiff.

What, if anything, can the homeowner do in this situation to recover the property?   In a recent case handled by our office, we petitioned the Court to void the tax foreclosure judgment and to permit our clients to payoff or redeem the tax sale certificate on the basis that the plaintiff tax investor did not properly serve the Complaint on one of the property’s co-owners resulting in depriving the co-owner of his due process rights to receive notice of the lawsuit and the opportunity to exercise his right of redemption.    Royal Tax Lien Services v. Arik, Superior Court of New Jersey, Chancery Division, Bergen County, Docket No.: F-7409-11.   The matter is set down for a hearing in the Superior Court of New Jersey on December 13, 2013. 

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Thursday, May 23, 2013 

Home Improvement Contracts: The Nuts and Bolts of New Jersey's Regulatory Requirements

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New Jersey has strict rules when it comes to home improvement contracts in excess of $500, the overriding purpose of which is to protect consumers from unscrupulous contractors.  The New Jersey Administrative Code § 13:45A-16.2(12)(i)-(vi) sets forth the requirements necessary in a home improvement contract.  A violation of these written requirements is a violation of the statute.

N.J.A.C. 13:45A-16.2(12) states in pertinent part: 
All home improvement contracts for a purchase price in excess of $500, and all changes in the terms and conditions thereof shall be in writing.  Home improvement contracts which are required by this subsection to be in writing, and all changes in the terms and conditions thereof, shall be signed by all parties thereto, and shall clearly and accurately set forth in legible form and in understandable language all terms and conditions of the contract, including but not limited to, the following:

  • The legal name and business address of the seller, including the legal name and business address of the sales representative or agent who solicited or negotiated the contract for the seller;
  • A description of the work to be done and the principal products and materials to be used or installed in performance of the contract.  The description shall include where applicable the name, make, size, capacity, model, and model year of principal products or fixtures to be installed, and the type, grade, quality, size or quantity of principal building or construction materials to be used;
  • The total price or other consideration to be paid by the buyer;The dates or time period on or within which the work is to begin and completed by the seller;
  • A description of any mortgage or security interest to be taken in connection with the financing or sale of the home improvement; and
  • A statement of any guaranty or warranty with respect to any products, materials, labor or services made by the seller.
  • A home improvement contractor who fails to comply with these regulations will be deemed to have committed a regulatory violation and could be liable for triple damages under the New Jersey Consumer Fraud Act.

    In order to state a claim under the Consumer Fraud Act,  a plaintiff must allege each of three (3) elements: (1) unlawful conduct by the defendants; (2) an ascertainable loss on the part of the plaintiff; and (3) a causal relationship between the defendants’ unlawful conduct and the plaintiff’s ascertainable loss. N.J. Citizen Action v. Schering Plough Corp., 367 N.J. Super. 8, 12-13 (App. Div. 2003), cert. denied  178 N.J. 249 (2003).

    N.J.S.A. 56:8-2 defines an unlawful practice as:
    The act, use or employment by any person of any unconscionable commercial practice, deception, fraud, false pretense, false promise, misrepresentation or the knowing, concealments, suppression or omission of nay material fact with intent that others rely upon such concealment, suppression or omission in connection with the sale or advertisement of any merchandise or real estate, or with the subsequent performance of such person as aforesaid, whether or not any person has in fact been misled, deceived or damaged thereby is declared to be an unlawful practice. . . .
    There are three categories of “unlawful practices” found in the New Jersey Consumer Fraud Act; namely, (1) affirmative acts, (2) knowing omissions, and (3) regulation violations.  Cox v. Sears Roebuck & Co., 138 N.J. 2, 17 (2004).

    This article is for informational purposes only.  New Jersey Attorneys.

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    Tuesday, May 21, 2013 

    New Jersey Appeals Court Spares Eviction of 89-Year Old Blind Man

    In an unpublished decision issued on May 21, 2013, a New Jersey appeals court held that a landlord was not entitled to evict his residential tenant, an 89-year old blind man with diabetes, because of the tenant's refusal to sign a new lease. Ochieng v. Bloss, Superior Court of New Jersey, Appellate Division, Docket No. A-0703-12T2.

    This decision reversed the trial court's ruling which was in favor of the landlord. The appeals court concluded that the landlord failed to follow the required notice procedures under the New Jersey Anti-Eviction Act, and that therefore the trial court lacked jurisdiction to hear the case.  The appellate reversal is a bittersweet victory for the tenant though, because the landlord can re-file a new complaint once he has issued the proper pre-lawsuit notices.

    Walter Bloss, the tenant in this case, is a disabled veteran suffering from diabetes and heart problems. He is also legally blind, and was 89-years old at the time his landlord filed to evict him.  Bloss had resided in the premises (a rent controlled apartment in West Orange) for more than 40 years. The landlord Ochieng purchased the building in 2006.

    Because of Bloss's disabilities, his grandson Steven Van Deysen has occasionally lived with him since the 1980s. In the past 6 years the grandson lived with Bloss on a regular basis based on the advice and recommendation of Bloss's doctor so that someone could help Bloss monitor his diabetes.

    The landlord accused the grandson of engaging in inappropriate behavior at or near the apartment building.  In an effort to remove the grandson from the apartment, in February 2011 the landlord presented Bloss with a renewal lease that would allow the landlord the right to approve the caretaker. The new lease was offered at the same time the landlord issued Bloss a notice to quit, which demanded that he surrender possession of the premises. Bloss refused to sign the new lease, claiming he needed his grandson to care for him.

    About 17 months later, in May 2012, the landlord again presented Bloss with a renewal lease and another written notice demanding surrender of the apartment; this renewal lease was  essentially  the same as the one he previously provided to Bloss back in February 2011.  Again, Bloss refused to sign it. About 2 months later, on July 20, 2012, the landlord  filed the eviction action.

    Neither party hired a lawyer, and a trial commenced on August 27, 2012.  The following day, the trial judge ruled in favor of the landlord by finding that the terms of the renewal lease were reasonable, that the landlord acted reasonably by refusing to approve the grandson as the caretaker.  Bloss then filed retained a lawyer, filed an emergent appeal and successfully obtained a stay of the eviction pending the outcome of the appeal.

    In reversing the lower court's decision, the Appellate Division found that the landlord failed to provide Bloss with the proper pre-lawsuit notice in violation of New Jersey's Anti-Eviction Act, N.J.S.A.  2A:18-61.1 to -61.12.  Specifically, the appeals court noted that a cause of action to evict a tenant for refusal to sign a renewal lease does not accrue (or begin) until the tenant actually refuses to sign the lease.  From that point, the landlord must provide the tenant with a minimum 30-day notice citing the refusal to sign a new lease as grounds for the eviction.  

    The appeals court concluded that the landlord in this case failed to serve the 30-day notice to his tenant. The court found that the May 12, 2012 notice was not a "notice to quit" or demand for possession, but rather constituted an offer to sign a new lease. Consequently, the case was prematurely filed and the trial court should have dismissed it.

    The victory for this 89-year old tenant is a temporary one though, as the appeals court remarked that the landlord would be well within his rights to file a new eviction case if he serves the proper 30-day notice to quit based on the tenant's refusal to sign the May 2012 proposed lease, and the 30-day period has expired.

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    Thursday, May 16, 2013 

    What is Wrong With Our Judicial System?

    I couldn't find a better example to illustrate the problem with our judicial system.  In a recently unpublished decision of the New Jersey Appellate Division,  Hernandez v. North Jersey Neurosurgical Associates,NJ Appellate Attorneys Superior Court of New Jersey, Docket No. A-0890-12T2, the appeals court reversed a Hudson County trial judge's decision to enter default against a medical doctor whose attorney was unavailable to appear for the trial call because he was scheduled to be on trial in another case in Monmouth County, NJ .

    Demonstrating a rigid approach to justice, the trial court refused to postpone a trial date in this medical malpractice case due to the unavailability of one of the defendant doctor's attorneys, preferring instead to punish the doctor by entering default against him and essentially leaving the doctor in no-man's land. In this case, the attorney had designated himself as the doctor's trial attorney in accordance with NJ Court Rule 4:25-4, meaning that if he were unavailable to try the case then the court is required to adjourn the trial.   According to several NJ Supreme Court directives, the trial court is given discretion to waive R. 4:25-4 if the case is more than 3 years old and  delayed by the unavailability of designated trial counsel.   Such were the facts in this particular case.

    Without belaboring the point, there were multiple adjournments of the trial date for a variety of different reasons, which caused the case to become more than 3 years old on the court's calendar.  The appellate decision reflects that counsel were all cooperating with one another regarding the various adjournment requests, including the last adjournment request that the trial court rejected. In other words, all parties and their counsel were in agreement to adjourn the trial because of the doctor's attorney's unavailability yet the presiding  judge refused to grant any further adjournments.

    At the trial call another attorney from the law firm appeared and informed the trial judge that she was a family law practitioner, did not have the expertise to handle a medical malpractice defense, and was not authorized to try the case or pick a jury; she requested the case be marked "ready hold" until her boss - the designated trial counsel -  completed his other trial.   In the meantime,  a judge in Monmouth County - apparently trying to help the cause for the doctor in Hudson County - entered an order refusing to release the designated trial attorney to appear in the Hudson County case.

    At the trial call, quite fortuitously, the plaintiff's counsel implored the trial judge to grant the adjournment request, "stating that he and his clients would much prefer a short adjournment of the trial rather than a long and costly appellate process on the issue of whether an adjournment could be denied under these circumstances."   As their luck would have it, that's exactly what they got - a long and costly appellate process.  The trial judge declined the "ready hold" request and entered default against the doctor.  The doctor then appealed.

    Fortunately, the Appellate Division reversed the trial court's nonsensical decision declaring it to be an abuse of discretion. The parties no doubt wasted significant legal fees - likely in excess of $10,000 - arguing about whether the trial court should have adjourned the case.   Even with all counsel consenting to the adjournment the trial judge stubbornly refused. The appeals court went to great lengths to spare criticism of the trial court for having "tunnel vision."    

    To me, this case represents form over substance.  The trial court did not have to act in this manner.  Had the trial judge truly listened to the plea by plaintiff's counsel to avoid "a long and costly appellate process" arguing about a simple trial adjournment, the parties and our judicial system would have been better served.   An abuse of discretion indeed!

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    NJ Attorney Bio

    • Glenn R. Reiser
    • From Hackensack, New Jersey, United States
    • New Jersey lawyer practicing in bankruptcy & creditors' rights, complex commercial litigation in state & federal courts, Internet law, foreclosure, real estate, and business law.
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