NO. 1999-51879
`
`IN THE DISTRICT COURT OF
`
`HARRIS COUNTY, TEXAS
`
`11"" JUDICIAL DISTRICT
`
`§
`§
`
`§ §
`
`§
`§
`§
`§
`§
`
`FLEMING & ASSOCIATES, L.L.P.
`and ROBERT L. STEINBERG
`laintiffs,
`
`v.
`
`SHELII OIL COMPANY,
`MOTI\'(A ENTERPRISES, L.L.C. and
`EQUILION ENTERPRISES, L.L. C.
`
`Irefendants.
`I
`|
`
`§
`DEII‘ENDANTS‘ OBJECTIONS T0 PLAINTIFFS’
`B_E_ U .S F0 A TEMPO ARY N UN TION
`
`LIJ
`:I--
`5:3,...- .
`}'_-' 5:5 '
`
`_
`
`$3
`.'-3-
`
`L
`
`I
`
`i
`I. INTRODUCTION
`,._-'-=‘ :1
`I13
`.__f:3-
`Defendants Shell OilCompany, MotivaEnterprises LLC, EquilonEnterprrsEsLLC ."L
`
`and Equiva Services LLC ("Defendants" or “Shell") file their Objections to PlainiiiTs-Refitst for-
`
`“"-
`
`a Temporary Injunction.
`
`|
`Liege-dual Histog;
`
`A.
`
`II. BAC GROUND
`
`The defendants in this case manufacture and distribute Shell branded gasoline. This
`
`| l
`
`dispute b'cgan on January 25, 1999, when the plaintith, Mr. Fleming and Mr. Steinbcrg, filed a
`
`lawsuit i
`
`federal court in New Orleans on behalfofa number ofShell service station operators. The
`
`plaintiffs alleged that defendants had engaged in illegal tying, an anticompetitive conspiracy and
`
`price discrmination under the federal Sherman Act, Clayton Act, and Robinson-Patman Act. The
`plaintiffs also alleged violations ofstatc tort and contract law. On defendants‘ motion to transfer,
`I
`the case was transferred to the Southern District ofTexas on May 27, I999. The case was assigned
`|
`to Judge Nancy Atlas. Mary Chawlu. ct at. v. Shell Oil Campaign er a1. , In the United States District
`HECOHDEFI‘S MEMORANDUM
`
`This instrumentlsof poorquality
`and not satlstaetory for photographic
`racordatlen; andior alterations warr-
`nl'Mflnt at the time at imaging
`
`rmmnoossti
`'
`l
`l
`
`1|I
`
`

`

`i A,
`
`,n
`
`|
`Court For the Southern District of Texas, Houston Division, Civil Action No. Il—99-l7l 1. Mr.
`
`Fleming and Mr. Steinberg responded to the transfer order by filing suit in state court in Houston
`
`on behalfofa different group ofdealers, asserting both an antitrust claim under the Texas Antitrust
`
`Act and.state common-law contract and tort claims. HRN, Inc, at al. v. Shell Oil Co., et aI. , in the
`
`DistrictECourtofHarris County, Texas, 234thJudicial District, No. 1999-28202.
`l
`OnNovember 3, 1999, Judge Atlas granted defendants’ motion to dismiss most of
`theantit‘l'ustclaimsandorderedplaintiffstoreplead astootherclaims. Clrawla, at((1. 1‘. ShellOJ!
`dismisscld the Chan-la case and amended theirHRNpetition to delete all antitrustclaims. Motions
`
`C0.. er a!“ 75 F. Supp. 626 (SD. Tex. 1999). [Exhibit A] Rather than attempt to replead, plaintiffs
`
`for summary judgment as to plaintiffs’ common law breach ofcontraet and tort claims in HRN are
`
`pending before Judge Brister and are set for hearing on March 13, 2000. [Exhibit B]
`i
`As discussed below, both Judge Atlas and Judge Brister have denied the same
`
`injunctive relief being sought from the Court.
`
`B.
`
`
`fihell’s Business Practices
`
`i
`
`In order to understand the dispute, it is important to understand that defendants are
`
`I
`doing nothing more than carrying out the same day-to-day business practices which they have been
`
`following for decades. Because of the litigation, this has created some conflict with the plaintiffs,
`
`and defendants have attempted to respond to the concerns of the plaintiffs. reserving the right to
`
`protect the defendants’ legitimate self-interests. Both Judge Atlas and Judge Brister have affimrcd
`
`thecorreeinessofdefendantr:’actions. itisnecessarytounderstandthebackgroundofthesebusiness
`practices.
`
`2
`
`I
`rrouoznrwsori
`
`I i I|
`
`

`

`fix
`
`{fix
`
`Shell has historically operated as an integrated oil company.1 It produced crude,
`
`I i
`
`refined 1 into gasoline, and sold it to the public. Most of Shell’s retail outlets were operated by
`
`independent dealers known as lessee-dealers. When Shell decided to open a new retail facility, it
`
`would b y or lease the land, build the station and then operate the station itselfor lease it to a dealer.
`
`When Shell leases a station, the dealer is required to sign a Motor Fuel Station Lease.
`
`wherein the dealer agrees to lease the station and pay rent, and a Dealer Agreement, wherein the
`
`dealer affrces to buy Shell gasoline. These agreements have a fixed term, usually five (5) years.
`
`Thus, a dealer who operates a station for 15 years could have signed three or more sets ofagreements
`
`over thatl 15 years. Each time the agreements expire, and renewal agreements are signed, the new
`
`agreements provide that both parties agree to release certain claims that might have arisen against
`
`one anot er prior to the date of the renewal. Likewise, when a lessee-dealer elects to sell his
`
`business Ito a third party, Shell’s normal business practice is to execute a Consent to Assignment
`|
`Agreement with both the selling dealer and purchaser. One of the provisions in the Consent to
`
`Assignment Agreement releases both Shell and the selling dealer from any actual or potential claims
`
`that may rave arisen during the course oftheir relationship. Yet another example arises in the event
`
`that an existing lessee-dealer sells his dealership to Shell. In such situations, the dealer will sign a
`
`Mutual Tennination Agreement which will normally contain a release by both parties of claims
`
`against the other party, which makes good sense because the parties are agreeing to terminate their
`
`business rlelationship.
`
`l ! l
`
`.| I
`
`Shell's "downstream" refining, transportation and service station assets are now
`owned by'ltwo limited liability companies, Equilon and Motiva.
`
`3
`
`'f
`
`| I
`
`HUIIOIflutiS‘JT
`
`

`

`m.
`
`m
`
`These standard business practices have been followed for decades and were in no way
`
`prompted by the Chan-la cr HRN litigation. However, once the litigation was filed problems began
`
`to arise.
`
`C.
`
`[laintiffs’ Initial
`
`
`.oncer 5 Re a din Releases.
`
`‘
`
`In May, 1999, Mr. Fleming raised a concem about
`
`two Chawla plaintiffs,
`
`Messrs. orter and Peacock. He maintained that Messrs. Porter and Peacock were in the process of
`
`selling their dealerships to third parties, and that they were being required to release their CIran-Ia
`
`claims ill'l order to obtain Shell’s consent.
`
`In fact, Mr. Porter and Mr. Peacock abandoned the
`
`stations, and when that became clear, Mr. Fleming never again mentioned either Mr. Porter or
`
`Mr. Peaciock.
`After these initial problems arose, counsel fordefendants agreed that in the event a
`!
`dealer Wtis in the process ot'renewing the Dealer Agreement but wanted to preserve his or her claim
`
`in Chan-JP, defendants would agree to a side letteragreement exempting the Chanda claims from
`
`the release language in the printed fonn. [See Exhibit C, letter from Greg Copeland to Katrina Von
`
`liedemanln dated August 23, 1999].
`
`Immediately thereafter, a similar agreement was made with respect to a release
`l
`contained! in a Mutual Terminal Agreement. [See Exhibit D, letter from Greg Copeland to Katrina
`
`Von l-ledtI-mann dated September 2, 1999]. At the same time, a dealer named Bruce J. Sirchio sold
`two leaseJ; back to Shell. Sirchio requestedthe Shell representative to delete the release language
`
`in the standard MTA and Shell agreed.
`
`[See Exhibit E, Mutual Termination Agreements and
`
`ReleasesH
`
`"GUM-.7005“.
`
`4
`
`

`

`Ax.
`
`ffi.‘
`
`InJanuary, 1999,Mr.MarkAmbroziakapproachedMr.RichardMorrissey,Shell’s
`
`i I
`
`I
`
`sales mrInager responsible for overseeing Mr. Ambroziak’s service station, about selling his service
`
`station business to Shell. Mr. Ambroziak offered to sell Shell his dealership, including stock,
`
`inventory and equipment, for $500,000. Mr. Morrissey made a subsequent counterproposal to
`
`purchasr}thestationandequipmentfor$441,500,andMr.Ambroziakagreedtosellatthatprice.
`
`As part of the sale, Mr. Ambroziak executed a Mutual Termination Agreement, Release and
`
`Notification (“MTA”), which specifically released Ambroziak’s Chan-Ia claims. Throughout these
`
`negotiations, Mr. Ambroziak was represented by a local attorney, M r. Tom Giles, of Birmingham.
`
`Michigan. At no time during the negotiations did either Mr. Ambroziak or Mr. Giles complain to
`
`Shell about the release of the Chan-Ia claims, or ask that the Chan-la claims he excepted from the
`
`MTA. [ Fe Exhibit F, Affidavit ofRichard Morrissey.]
`i
`On August 17, 1999, Fleming and Steinbcrg filed a motion for injunctive reliefin the
`
`CIran-Ia case, accusing defendants of improper conduct in dealing with Mr. Ambroziak.
`
`D. He Federal Cougt Den'ed the In'unetion but Man ated an A reed Pr cedure for
`Re'lgases.
`
`i
`
`At oral argument on September 17, 1999, the federal court denied the motion for
`
`injunction. The court allowed the parties' direct negotiations to proceed, but ordered defendants'
`
`counsel tr notify Mr. Fleming about such discussions. [Exhibit G, Transcript at pp. 16-18]. Afier
`
`
`
`the federal court approved use of this procedure in Chan-1a, counsel agreed to follow the same
`
`proceduriwith respect to theHRNplaintiffs. [Exhibit ll].
`
`IIUU02:706597.
`
`UI
`
`

`

`'—-.—_.__—
`
`Aw.
`
`"K
`
`E.
`
`_ aintiffs flare Sought Iniunetive Relief in Three Other Courts.
`
`Immediately after Judge Atlas denied plaintiffs‘ request for an injunction, plaintiffs
`
`filed yet another suit in state court claiming defendants were in violation ofthe Petroleum Marketing
`
`Practice Act ("PMI'A"). Laura Dimakopoulos, er al. v. Shell Oil Company, at at, in the United
`
`States District Court for the Southern District of Texas, Civil Action No. H-99—3546. The PMPA
`
`is a fedLral statute which governs the temtination and nonrenewal of petroleum franchise
`relationsl!tips. Plaintifl'sobtainedastatecourtTROintheDimakopoulosactionfromJudgeDonovan
`
`sitting as the ancillary judge. Defendants removed Dimakopoulos and it was assigned to Judge
`|
`Atlas. Plaintiffs dismissed the case.
`
`
`
`After that failed attempt, plaintiffs’ counsel filed this lawsuit in October, 1999 in their
`
`own names. While the petition in this case seeks injunctive relief, plaintiffs never pursued the
`
`injunction nor even served defendants with process until February 2000.
`
`
`
`Instead, plaintiffs attempted to get Judge Brister to enter an injunction in the URN
`
`case. A hearing was held in HRN on January 31, 2000, and Judge Brister denied the motion.
`
`[Exhibit J; Transcript, pp. 20-29].
`
`|
`
`Having failed to persuade Judgc Brister that defendants had done anything improper,
`
`plaintiffs isought and obtained a TRO in this case from Judge Devine sitting as the ancillary court.
`
`Plaintiffs now seek a temporary injunction. For the reasons stated below, it should be denied.
`
`Ill.
`
`PLAINTIFFS CANNOT MEET THE STANDARDS
`
`FOR INJUNCTIVE RELIEF
`
`Plaintiffs have not met their burden of establishing the required elements for
`
`
`
`injunctivel relief. To be entitled to a preliminary injunction, plaintiffs must (i) plead a viable cause
`
`6
`
`l f l
`
`I IOUU2:70t'-597
`
`

`

`j .,.\
`
`,3
`
`ofactior'i; (2) demonstrate a probable right to recovery on the merits; and (3) show a probable injury
`
`intheinlerim. Henderson3:. KRTS,Inc.,822S.W.2d769, 773(Tex.App.—-Houston [1stDist.] 1992,
`
`no writ) Manufacturers Hanover Trust Co. v. Kingston Investors Corp, 819 S.W.2d 607, 610 (Tex.
`
`App.-—Houston [lst Dist.] 1991 , no writ). Probable injury "includes the elements ofimminent harm,
`
`irreparajle injury, and no adequate remedy at law.” Henderson, 822 S.W.2d at 773; Fasken v.
`
`Darby, s01 S.W.2d 591, 592 (Tex. App.--E1Paso 1995, no writ).
`
`A.
`
`No fihowing of a Probable Right to Recovery on the Merits.
`
`I
`
`“To establish a right to an injunction, the applicant mustgenerally show a probable
`
`right to recovery." Liberty 111m. Ins. Co. v. Mustang Tractor & Equip. Ca, 812 S.W.2d 663. 665
`
`a probah e right to the relief they seek on the merits.
`
`(Tex.Apr-«Houston[14thDist.] 1991,nowrit). Plaintiffshavefailedtodemonstratethattheyhave
`‘
`Plaintiffs’ claimthattheyhavecontingencycontractswiththeirclients.andthey
`interfere%withtheircontingencycontract.
`
`claim that a demand by defendants for a release of claims as part of the purchase of a station
`
`First, there is no evidence that there is any merit to the underlying claims. Judge
`
`Atlas granted defendants’ motions to dismiss in the Chou-la case and the plaintiffs thereafter
`
`voluntarily dismissed Cliawla. Plaintiffs also voluntarily dismissed Dinmkopoulis. Motions for
`
`summary judgment are pending on HRN and a hearing is set for March 13, 2000 on those motions.
`
`Plaintiffs ave presented no evidence to this court demonstrating that they can prevail in the HRN
`
`litigation. Without proving that they will prevail in ”RN, there is no evidence that plaintiffs will
`
`recover my money on their contingency contracts. Absent some proofofdamage, there can be no
`cause ofa:etion fortortious interference. Kanos, Inc. v. AUZYCorp., 612 N.E.2d 289 (NY. 1993).
`I
`7
`Hanan-taunt;
`
`

`

`r\
`
`A
`
`Second, there is no evidence that defendants have attempted to induce plaintiffs‘
`
`clients tT breach theircontracts withplaintiffs. BothJudgeAtlas andJudgeBristerhave ruledthat
`
`defendants have a right to seek a release as part ofthe negotiations ofa buy out. Judge Atlas stated:
`
`. . . if a business person owning a station or leasing [it] wants to sell
`and doesn't care enough about the lawsuit to call his own lawyer,
`then why should I care?
`
`I'm not going to interpret the rule [prohibiting lawyer contact
`with an Opposing litigant] to require [Defendants] to refrain from
`
`negotiating with the clients [lessee-dealers] on the business side,
`
`because you have ongoing independent business dealings with these
`individuals, and I think you're entitled to do business with them.
`
`‘
`
`i
`i
`
`[Exhibit IG at 16, 18]. And Judge Brister reached exactly the same decision:
`‘
`And it seems to be that it's pretty close to this. Ifthey, you
`
`,
`
`know, in the context of some ongoing or new transaction, you want
`to release all old transactions, it certainly seems like your clients need
`to be advised, you know, don't do that or be careful, call us before
`you do that or something like that, but I don’t see how 1 can tell them
`what kind of perspective contracts they can and can’t enter.
`
`[Exhibit 1', p. 20]
`
`Consequently, by seeking injunctive relief from other courts, plaintiffs have
`
`effectivel destroyed their cause of action in this case. Now a federal judge and a state court judge
`
`have stated that if the defendants agree to purchase a station they have a right to ask for a release.
`
`That is, defendants had the legal right to engage in negotiations to buy stations and to obtain releases
`I
`aspart of'[heprocess. Since an allegedly interfering party is privileged toprotectits own legitimate
`
`financial interests, plaintiffs have now created a record that would preclude them from ever
`
`prevailing on a claim oftortious interference. Hill v. Heritage Resources. Lac. . 964 S.W.2d 89, 124
`|
`(Tex. App.--E1Paso 1997, pet. denied).
`
`! |
`
`8
`
`tmtluznoassri
`
`I.
`
`| i
`
`

`

`"\
`
`"a
`
`Finally, therealproblem hereisthattheplaintiffswantto stoptheirclientsfrom
`
`l |
`
`doing deals that are in their clients’ best interest. But their clients have the absolute right to release
`
`theirclaims. SeeRule 1.02 oftheTexas StateBarRulesofProfessional Conduct("[A] lawyershall
`
`abide by his client's decisions . . . whether to accept an offer of settlement of a matter. . .") “It is
`
`axiomatic that the decision to settle a case rests with the client." Artha Management, Inc. v. Som'a
`
`Holding], Ltd, 91 F.3d 326, 328 (2d Cir. 1996). So if the plaintiff is willing to release his claims,
`he has thle right to do so if he thinks it is in his best interest. Fleming and Steinberg have no right
`
`
`to demar d that their clients stay in the case because of their contingency interests. Singleton v.
`
`Foreman, 435 F .2d 962, 969 (Sth Cir. 1970) (Moreover, it is clear that an attorney never has the
`
`light to prohibit his client from settling an action in good faith.") Since they cannot stop their clients
`
`directly I my are trying to do so indirectly through their repeated efforts to enjoin defendants. This
`
`just hurts their own clients and is often contrary to their client's own best interests. As pointed out
`
`by Judge Brister, they have a conflict of'Interest when they try to stop their clients from selling to
`
`Shell and signing a release. [Exhibi11,p. 28]2
`
`B.
`
`
`
`__intifl's Face No___lmmincnt, lrrcparable Iniugy.
`
`Plaintiffs earnot demonstrate the probable injury element for injunctive relicfbecause
`
`.
`.
`.
`.
`.
`|
`they cannot show that they race an Immment, Irreparable hann that leaves them w1th no remedy at
`
`law. Beylond this lawsuit, defendants have an ongoing business relationship with the plaintiffs’
`
`Counsel for plaintiffs represented at the TRO hearing that they are receiving five
`j
`2
`letters a day from plaintiffs demanding to be let out of the lawsuit. [See Exhibit J, pp. 26]. Even
`though no! attorney for defendants has done so, they would be authorized to meet with a platntIff If
`he represeitted that he no longer wanted his litigation counsel to be involved. See In re User SJ.stem
`Scn's., Imi. 42 Tex. Sup. Ct. J. 836 (Tcx.1999).
`
`1101102:m597._t
`
`9
`
`

`

`i
`
`fi\
`
`"fi
`
`clients. Shell lessee-dealers. These relationships ltave a fixed term and, in the regular course of
`
`businesJ, comeup forrenewal periodically. Defendants have alreadyagreedto exceptthe pending
`
`HRN claims for any release signed by a renewing lessee-dealer. Thus, no dealer is threatened with
`
`nonrcne'val for failure to execute a release.
`
`As recently as Thursday, February 24, 2000, Mr. Fleming’s office sent a letter
`
`aflinnin-r that its clients were renewing their dealer agreements and continuing to execute the side
`
`letter agreements. [See, Exhibit K, letter from Katrina Von Hcdemann dated February 24, 2000, to
`
`Greg Copeland]. Hundreds of dealers have renewed their dealer agreements and the agreed
`
`procedures have been followed. When requested, Equilon and Motiva have signed side letter
`
`agreements, excluding the Chan-Ia and HRNclaims from the standard release language. [See Exhibit
`
`L, Affidavit of Ann Spicgel].
`
`With respect to mutual releases, assignments and purchases, counsel for defendants
`
`has follchd the procedure dictated by Judge Atlas. Plaintiffs' counsel have routinely asked for and
`
`received an exception from the release language contained in documents relating to the approval of
`
`an assignment of a station lease to a third party or where the parties agreed to a mutual termination
`
`oftheir business relationship. [Id]. As recently as January 3 I , 2000, Motiva agreed, at the request
`
`of Shrihari Investment Corp., to modify a Mutual Termination Agreement and Release to exclude
`
`the claim - in HRN. [Exhibit M].
`
`When the negotiations involve a situationwhere Shell is buying out the lease, counsel
`
`has notifieid Mr. Fleming ofthat fact in accordance with the instructions ofJudge Atlas. Subsequent
`
`to the hearing in Chan-Ia, there have been approximately 25 situations where plaintiffs potentially
`
`were going to be presented with standard paper containing releases. This number represents less
`I
`
`IIOUOZJOGSW.l
`
`10
`
`
`
`

`

`..|
`
`a
`
`a
`
`than 5%'ofthe total number ofplaintiffs in the litigation and less than 3% ofservice stations at issue.
`
`Additionally, in only one Situation involvmg a purchase ofa plaintiff’s station was a release of URN
`
`claims sought and obtained. And in that one instance, defendants have agreed to make plaintiffs'
`
`counsel co-payee on the check made to the dealer.
`
`[Exhibit N]. Thus, plaintiffs Fleming and
`
`Steinberg cannot possibly show “interference,“ much less any ham to themselves, from the fact that
`
`their clients have sold their stations and have executed releases as to their litigation claims.
`
`C.
`
`flilanee of Ilardship_s
`
`The requested injunction would be detrimental to Shell. It would deprive Shell ofthe
`
`| i
`
`right to negotiate the release ofclaims which it clearly has the right to do. Moreover, plaintiffs’
`
`requester. injunction would require Shell to monitor a huge volume ofroutine business contact in
`
`order to ensure that none of'the plaintiffs is presented with standard release language in the process
`
`ofday to -|'.lay work. In light ofShell‘s large volume ofdaily dealer interactions, an injunction would
`place a iiisproportionate burden on Shell
`to prevent prohibited communications with the
`
`comparat vely small numb-er of plaintiffs.
`
`By contrast, plaintiffs would hear a relatively light burden if an injunction is not
`
`entered.
`
`IAll they have to do is talk to their clients. As indicated above, Shell has routinely
`
`negotiatci‘l exceptions to its standardrelease language. All plaintiffs need do is infomi theirclients
`
`when, in the ordinary course of their dealings with Shell, they need to contact their lawyers.
`
`Plaintiffs fan then contact defendants’ counsel to work out a mutually acceptable resolution.
`i
`Because it is far easier for each plaintiffto monitor his own dealings with Shell than
`
`it would be for Shell to monitor its thousands o ffranchise relationships to look-out for relatively few
`
`special cases, the balance of hardships in this case militates against the entry of an injunction.
`
`llOl'll2:706597.
`
`l l
`
`

`

`.f\‘
`
`f\
`
`IV. CONCLUSION
`
`For the foregoing reasons, defendants respectfully submit that the piainti ffs’ request
`
`for a tempormy injunction be denied.
`
`a
`
`I
`
`i l
`
`HOUUZflObS'J'I
`
`

`

`Respectfully submitted,
`
`BAKER BOTTS L.L.P.
`
` ._ 98500
`
`. Michael Baldwin
`
`State Bar No. 01625300
`
`Richard A. Brooks
`
`State Bar No. 03072700
`
`David M. Rodi
`State Bar No. 00797334
`
`910 Louisiana
`
`Houston, Texas 77002-4995
`(713) 229-1646
`(713) 229-1522 (Facsimile)
`
`George C. Hanks
`Wickli ff 8.: Hall
`
`l000 Louisiana, Suite 5400
`
`Houston, Texas 77002-5013
`
`(713) 750-3100
`(713) 229-3101 (Facsimilc)
`
`ATTORNEYS FOR DEFENDANTS
`
`SHELL on. COMPANY,
`
`MOTIVA ENTERPRISES LLC.
`
`EQUILON ENTERPRISES LLc,
`EQUIVA SERVICES LLC
`
`i
`
`| i
`
`i
`
`| |
`
`llflllflzflflfifll
`
`13
`
`

`

`/'\‘
`
`I'M...“
`
`I Ii| !
`
`Certificate ofService
`I hereby certify that on the fit day ofM, 2000, a true and correct copy of
`the above and foregoing Defendants’ Objections to Plaintiffs’ Request for a Temporary injunction
`was served on all counsel of record.
`
`I i
`
`
`
`14
`
`I | I i i | i | I | || I | I l | | l I I
`
`,I
`
`I | I i
`
`"0|. i02:706597
`
`

`

`
`
`

`

`
`
`
`
`
`
`...:-:55...c......:5.5......1......55.2...45.5....553.551....
`
`
`
`
`
`1.555.355:...:..n.5..5.....55.........
`
`
`.5....1...1:55....1.5.5..55......5.5.5.
`
`
`
`
`-*—..-_——=.J==..u7-H.—a{Talk==E._..=—m.H.J=—En—
`
`
`
`
`
`
`
`5.45...1....:....._.1._....5.....:...55......
`
`
`
`...::...:.....5.55.5.5;5.5:.1....55......
`
`
`.5...m.51:5.............55.11.......:—1.
`
`....4.6.1....—1.
`
`...mfl..|...:.:51......»._...._....m1._.:|._....:...
`
`
`
`...::...=........1....
`
`
`
`..m1.0.»......—......1.....::
`
`
`
`5.3.2355.5.2.5....
`
`
`
`
`.55....5.5....5.......55..5....=1......1....
`
`.51......:...515.5.......:..5....1....1...=5.
`
`
`
`
`
`55:55:55....35>...1.25...5..5.......:5......
`
`
`
`
`
`
`
`
`...:...55:51.5...5....5.5.5....55......5......5:
`1.:...15.55.3.5...“55:55:55...:...515..
`
`
`
`...:55.5....1......51......1....551.5....55....
`
`
`
`
`
`I...m....<55:55.7.3.51:...55.55.55
`
`
`..m51.9.”:a.5.51.5.5:
`
`
`
`..5:_......m.5555...................L....15......
`
`.1.5.551....15.53.55:55......1.555555.
`
`
`
`
`
`
`...:..1::.55.......:—5....15....5...........
`
`
`
`
`5.5.5.5....51.55551...5....5.......1.41......<
`
`
`..........._..5....:...5...1....55.5.55.5.....m513..."...a....7..=...._.=....-.nm.151
`
`
`
`
`
`
`
`
`3.3.51.05.1.5.55....9
`
`.3
`
`
`
`nag-J.“OBI-um
`
`
`
`.5555::3:55..—
`
`.2...—..n.502
`
`
`
`GIGJJ......:-El...I......:—s......:—...:.hauu...—
`
`
`
`
`
`
`
`1.r
`
`2....1.........:.5...:..............=.....55.55....
`
`
`
`
`5........5.:.......:...5...:5.51.51:51...55.5.55
`
`
`
`
`
`.51...1......5.5....:55:5......:.5.5....
`
`
`
`
`55.55....5515...15...5...5.1.5:...m4.0.5:m..151:5.::5....m...54
`
`
`
`
`
`
`.51551.555555....55...1.15....1.:5:...
`
`
`
`
`5.....:...15.55....1.5.5....555....—..o5.5..
`
`
`
`
`
`=555...:55.12.555.15:15..15:555..
`
`
`
`2.1.15515.1555....1.
`
`
`
`
`
`....15......5....5..555:55:55....55......
`
`
`
`
`
`
`5....£55.35....1...5.........:1....5.....1.....5.
`
`
`35:15....5.15...1.3........._:......3..5........:
`
`
`
`
`
`
`.55....5.1155535....555...2..355......
`a:.5555...35......5...5......5....5......2.
`
`
`
`
`
`
`.2.395......5....3.....:....5...:..:.15.......:
`
`
`
`
`5......5....55......5155......51:53::
`
`
`
`
`.5552...5.11.55.1.55.5..3....5555...
`
`
`
`...5..w355:5:.1.5:51....15.53.5555
`
`
`
`
`
`$1.123.55.2.5.5....1
`
`
`
`...:..thflo55.1.5555....=
`
`
`4.05:n..15....55:...:..uJ5<...:...
`
`..m
`
`
`
`
`
`
`
`5.5..”5:51.1555.1.5.....54:33...
`
`
`
`
`
`15555.5315555...55:5.....:55555.5...5
`:55......::35.555155:5......3551...:
`
`
`
`.58.....a331.........:...:....:...5....
`
`
`
`
`
`
`55.5.355.9.5.15....5:35.555:55....
`
`
`
`
`.1....5.....v.m45......m.15155:...5........u<53.305a.35:55....
`
`
`
`
`.51....1.1.5:.5.55:51:55....5......
`
`
`.5.5.358555:...........5.......1.5.5....
`
`
`:5..m..5<55:55.5551......58551...:
`...a45......—1.......1:5.....
`
`
`
`
`
`3.5.1995....2............m
`
`
`
`
`
`...:...fl.5:32........
`
`5....5....55.:5...:?....5.5.1...551.5...
`
`
`
`
`.51...1......51..........E:..55.5:.5...:5.
`
`
`
`
`
`51::15:55:55.....15....1....5.....o:5......
`
`
`
`
`5....55:51:...5.5.5.51515.1....555......
`
`
`
`
`
`a.5.............1.5...:155.555..5<5.1.50
`
`
`
`.1.....551......51.5.5:...:....155".o.1555......
`
`
`
`
` .v.m4.9m......—..51:.........5..nw....<55.55....
`
`
`2.1.12555.15....5—5.N.
`
`
`
`
`
`
`5....1......:5.:5...:..5..5.5.1...55.55....
`
`
`
`
`5.55:5:..5..45:15....".5....555:55.55:
`
`
`
`355.5535.15....1.55...on5.....:5......
`
`
`-53.551513551...5:15......55.55:...
`
`
`
`
`
`:51...1.5..51..........E:..5.......:.5....5.
`
`
`
`555......1.....1as...355:55.5...1.5.5:...
`
`
`
`
`
`5...:5.553555...:55.5...55......55.5.5:
`
`
`
`
`5.5.5.1..4551......15....5....555.......4.0.5....5.15155:....5...m...:...
`
`
`
`
`
`:5.55....555.55.555.15:5:...:..15.:
`
`u::..............1.55.51....5511......5..
`
`
`
`
`
`.555555.5.5.1555.55155.5..
`
`5.5....31......5...:..55.55.....54.5.5....—
`
`
`
`
`
`
`
`
`..55.5.5....55155:.£555.531.5.5.5...5.
`
`
`
`:535.5.1.5..05.......5
`
`
`
`.2555:235.....
`
`.551...a........1.......5...1.5.5......55::.5...2.
`
`
`
`
`.55....:.5.5....55.......:...51.351..55.
`1.._1...:m551.3....1....a.59.555...5......
`
`
`
`
`
`
`
`
`.1...1:55.51.1.5.5155555......5.:..........:u15.53.....5..5.1.1:::o...5:..55:15....
`
`
`
`
`
`
`
`m.15155.5..5...m.11155555.5
`
`..uddd...
`
`
`
`.51....55..5...:555....:.....:15......
`
`
`
`.1335.5.3.3:...505.3115....553:
`
`
`
`
`
`
`
`
`
`3:.135.5555....55..15.1.5....55...
`
`
`
`
`
`
`
`
`
`...:...5515.......555...A...1::5.3..55......
`
`
`
`
`
`.5.5555...555.1.5.5..1.:5......55.1.:
`
`
`
`55.......533....55.35......
`
`
`
`
`
`a.5.5.1....5...5.5.5.1:.551:...:o
`
`
`
`
`
`
`
`...:......:..5..5553...:3:55:55.1::.5555...515......3......35.51:.5....:...
`
`
`
`
`
`
`
`
`
`
`
`...1515.5.......:...£55............5........1..5...
`
`
`
`
`
`
`
`
`.5...:...15555:...4.5:...55.55.......1......«05.1.5552...
`
`
`
`
`
`
`
`
`
`
`5.555.555....551....5..1.1M...
`
`
`IIII.||-|...nfluu...d}..._....154....55...5..|
`55.1....”521......501:0...:...m
`
`.1.—.55....—._.=:.04....—.5..5......5.....H
`
`
`
`
`...2454..<....U.57.
`
`
`a...5555...:.555......5.....55....5...E
`
`
`..:.5...5m55.1....55......1::.5551...
`
`
`5:51.55...5:553....5515.1.5.5.5....
` la:...:-...::.-
`
`.uL-rauqnllII|_
`
`
`.5555.5.......:...m3...:
`
`
`
`
`:5..._55....5555.1...:5.....5....:.55:55.. 5.....1...5:.5.5.1...551.51.5:...5...555:5.15......15.15:...55.55.555535.1....
`
`
`
`
`
`
`
`
`
`
`
`
`
`155.15..5.........::..55.......1.5.5.1:....51...
`
`
`
`
`
`
`
`
`
`
`
`
`
`5515....15.1....:.5...555......55.5..55......
`
`
`
`
`
`
`
`
`
`55:525..551..55.....:...5.1.1:...:5...::
`
`
`
`
`
`
`
`
`
`£5.235.1.5.52.N
`
`.105...mm
`
`
`
`
`
`...:59.......:......::5.......5.......35.5.5...
`
`
`
`
`
`
`
`.55..5:11:55...5515......5515.551...
`
`
`
`
`
`
`
`2.....3...3........c65......:55.5353.1....
`
`..:..45....1....5...155.........5.1...:555.55....
`
`
`
`
`
`
`
`
`
`
`5......:...55.55.15...:...5....5.5.5..1.5.5..
`
`:C.:.........:....5.....5......1::55:55:...—
`
`
`
`
`
`
`55......5.....1.:5..:................1....5.5.5..
`
`J_.5:...._1:..5.55555.5...55555.5.1.551
`
`
`
`
`
`
`
`5...m.53......5a....55......355555.5:
`
`5.5...:2........5.........:..o55...:2..
`
`
`
`
`
`
`...:...3......555.1.5...555.......5153::
`
`5...:5.15:......:....5555...5.15.151...
`
`
`
`
`
`
`.555555:51.35155.15..1.5.59.5.52....
`
`...:.5.5.1....1.........:........:.:..5......:n...
`
`
`
`
`
`
`
`
`
`.5....1.5......555.5.....1.51:5...1....S...
`
`
`
`
`5.55.5.55.55.585.5.5.5....55......1.5....
`
`5.5.5:....N.3.55.5555.M5....515....5:
`
`
`
`
`
`
`
`.55.....35....5.5.....5...3......5...155...:
`
`
`
`.55....
`
`.55..1......1::551.51.5.1...:555..5....
`
`
`
`
`
`
`
`51....55:55.55...55.......:.....5.15.:
`5.5.25.1.55......55.5.5....53....3...::
`
`
`
`
`
`
`
`
`55:...55.55...1.55.5....5145......5.159
`
`
`
`51......55......9.54.5.55.55.......1.
`
`.15...
`
`
`
`5.55.555....>
`
`...3.........:....:.553.......35....
`
`
`
`
`
`
`
`5:..sz5.5....—.1.:5...:m...=....55....51......
`...:...5.5555...855.53.551.1555.5....5....
`
`
`551......55:51:55...1.55......551......
`
`
`
`
`
`
`
`
`55:55...1...51...:5.....5...53......—
`
`
`
`.51....5.5.1.5...3.1.508.5.55:55:.
`
`
`-..::a.9555...n..55....555..5....5
`
`
`
`1.55.5.9...:.5.55.55.11...5555.55....1.
`
`...:...
`
`
`
`
`
`55......55.655.25..a.552......
`
`
`
`-..:...5....51.5.555:35....a.1::=5.5....
`
`
`
`
`
`
`
`Ema—Em...—55:...5.55.....1.55.5....
`
`
`
`
`
`
`
`
`
`a...1.555....55.5..15......55.55.55...
`
`
`
`
`
`
`
` E5.05:3...3.555...
`
`
`
`
`
`
`
`5...5:55555.55...:51:15.$5.55....
`
`
`
`
`
`...:...Ear....:.1....:—34:05......
`
`
`
`
`
`
`
`.51....55...:E5......3.1.150...:......:.
`55.5....5......5555......5.......:.3......—w.05....an.1.555.555....1.5.5.5...a......:...
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`55:55..N...z.....5......5m5.5.5.5.........one
`
`
`
`
`
`
`
`...:1......5.....5...3:35....1.31....551....
`
`
`
`
`
`
`
`

`

`
`
`
`
`5.1.5.9..........ss..3....E...._..=m.35...
`
`
`
`
`
`
`
`.........2....5....355.................
`
`
`
`
`
`.135...“
`
`
`
`2.55.5...8......31h......3.5.5....3......
`
`
`
`
`
`
`
`Hum-...::5...
`
`
`
`
`
`......E.........3....35....
`
`.35...
`
`....3.5:...1......—..........._...................Q
`
`
`
`
`
`
`
`
`-.....E.........a.........36......39......3.1.5..
`.5...31.1.5.519.5.5.........................
`
`
`
`
`B....5....4...5.5....35......3......
`
`
`
`
`......1............:....3...9.3.1.....3515...
`
`
`
`
`
`
`
`.5.............au.........5...=3..........._.....
`
`
`
`......m.....<.............m....5.................
`
`
`
`
`
`....51............5.35....5.31.5.5:.....5...
`
`
`
`
`
`
`..........5...................3E...................5...
`
`
`>555....n.....r.3.°=.fi=.
`
`
`
`
`
`
`......h.........a..............5................31....
`
`
`
`1.5.25...............5..__.....:........c..............r...>
`
`
`
`
`
`
`
`
`
`......m............r...=..r.......5.............—5....
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`15...3.5553......32.1.5.......a..........
`
`A
`
`......3.3.5.5....1.3.55.5....51..........
`
`
`
`
`
`-......55......53.......55......
`
`-.....Au......u......E....._23.5.......:.:c...u......=..
`
`
`
`
`
`a......5.............................................
`
`
`
`
`
`
`
`
`.....Ea............a:.................un...................=
`
`
`
`
`
`...—1.5....—.—:..9.....m.........s....c.=....2......r..—
`
`...........~.......p.......55...........2.
`-......21.......—..........a5.9.......—...5......
`
`
`
`
`
`
`
`
`...—.....—.HNNH6.5.5.955119...—......:......L...
`
`
`
`
`....:..:..........m1:51:32.......:9...£.._._...4...
`
`
`
`
`
`...n(5.1.....11....
`
`......m.....s......E...3............=.....—51......5
`
`
`
`
`£513.....31........................h...n.................
`
`
`
`
`.....=.............:1.1.5.2.............15.5..“...—......
`
`
`
`...1as..5......._..3.3:?..1.....21.5.3.2....
`
`
`......=......_n55......-.a_._....=_...u.u..m.mau...1......
`
`
`
`
`
`
`.m.................:....5.....................=......—........E.
`
`
`
`
`.........5.......n1..........—"—ONi......2.Pan—......
`
`
`
`53.1.3.5....n_.......3.5....—.._..........z
`
`
`.....m......1................$.55..............=....—.5...
`
`
`
`
`
`51......".n.....1......_...n.......c...§....3...—.....1...
`
`
`
`
`......u..........n..................5.......5...
`
`.....nIfizz—.31.............=......
`
`
`
`...5..........r.
`
`
`
`.....r......2:11....
`
`
`
`....._._......=..U....5.........—....—.................—h;11......r...........x...:...........E..N
`
`
`
`«............U..............=...............ma—....
`
`
`
`
`
`......E.559................_..........1............Ea
`
`
`
`
`
`
`
`
`
`
`
`
`
`ans.5.....:......=..r.......—.55...
`
`
`
`
`
`
`
`.2.....n...........3.5.......-......
`
`-.....u..3551...5.5.5....—..........5......r.5....
`
`
`
`
`
`
`
`
`
`......3....55:12....5..........1....—......9......
`
`-21....—......................._..=5.......r...r....m.....
`
`
`
`
`
`
`
`
`
`
`......z......:1.....15.........................=........_..
`
`.53..............1.........._...=................52....
`
`
`
`
`
`...135..........11.3....5......2...—5.1.5.2.
`
`
`
`
`....z...................19......—h.__._..9......3............
`
`
`
`
`....1.5:.........o.........5..............m.35...
`
`
`
`
`-.....an...................—...1.4.5....1..........
`
`
`
`
`m.......a.....3.......3.31.........33....55.
`
`
`
`
`
`......3.5.5....1....5255...35.33....
`
`
`
`
`
`
`555.5311.51..........1........5:15....
`
`
`
`
`
`....5......2.52.5...0.5.3.5...........3
`
`
`
`
`
`.51....“.....th......flEu.........u.............
`
`
`
`
`
`53.1.1551.61......31.1.3.5....31......
`
`-.....11.315.311....543.....1...............
`
`
`
`£23....1.5.1................1....5...=..........
`
`
`
`
`
`
`
`........................3........