`FILED
`United States Court of Appeals
`Tenth Circuit
`
`July 2, 2024
`
`Christopher M. Wolpert
`Clerk of Court
`
`PUBLISH
`
`UNITED STATES COURT OF APPEALS
`
`FOR THE TENTH CIRCUIT
`_________________________________
`
`UNITED STATES OF AMERICA,
`
` Plaintiff - Appellee,
`
`v.
`
`MEGAN HESS,
`
` Defendant - Appellant.
`
`–––––––––––––––––––––––––––––––
`
`UNITED STATES OF AMERICA,
`
` Plaintiff - Appellee,
`
`v.
`
`SHIRLEY KOCH,
`
` Defendant - Appellant.
`_________________________________
`
`
`
`
`
`Nos. 23-1008 & 23-1069
`
`
`
`
`
`
`
`
`
`
`
`Nos. 23-1009 & 23-1078
`
`
`Appeals from the United States District Court
`for the District of Colorado
`(D.C. Nos. 1:20-CR-00098-CMA-GPG-1 &
`1:20-CR-00098-CMA-GPG-2)
`_________________________________
`
`Jacob Rasch-Chabot (Virginia L. Grady, with him on the brief) of Office of the
`Federal Public Defender, Denver, Colorado, for Defendant-Appellant in 23-
`1008 and 23-1069.
`
`Elizabeth S. Ford Milani (Cole Finegan, with her on the brief) of United States
`Attorney’s Office, Denver, Colorado, for Plaintiff-Appellee in 23-1008 and 23-
`1069.
`
`
`
`
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`Appellate Case: 23-1008 Document: 010111073757 Date Filed: 07/02/2024 Page: 2
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`Submitted on the briefs:*
`
`K. L. Penix of Alderman Law Firm, Fort Collins, Colorado, for Defendant-
`Appellant in 23-1009 and 23-1078.
`
`Elizabeth S. Ford Milani (Cole Finegan, with her on the brief) of United States
`Attorney’s Office, Denver, Colorado, for Plaintiff-Appellee in 23-1009 and 23-
`1078.
`
`_________________________________
`
`Before PHILLIPS, SEYMOUR, and MURPHY, Circuit Judges.
`_________________________________
`
`PHILLIPS, Circuit Judge.
`_________________________________
`
`Funeral-home owner and operator Megan Hess and her employee-mother,
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`Shirley Koch, pleaded guilty to mail fraud for fraudulently obtaining, selling,
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`and shipping dead bodies and body parts to medical research, plastination, and
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`body-broker companies. Despite the Defendants’ reaching plea agreements with
`
`the government that recommended guideline calculations and associated
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`sentencing ranges under the United States Sentencing Guidelines, the district
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`court applied additional enhancements and after doing so varied upward to the
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`statutory maximum of 20 years for Hess and to 180 months for Koch.
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`Hess and Koch argue that the district court erred as a matter of law in its
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`loss calculations, and Koch argues that the court incorrectly enhanced her
`
`
`* After examining the briefs and appellate record, this panel has
`determined unanimously to honor the parties’ request for a decision on the
`briefs without oral argument in 23-1009 and 23-1078. See Fed. R. App. P.
`34(a)(2); 10th Cir. R. 34.1(G). Those cases are therefore ordered submitted
`without oral argument.
`
`
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`2
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`Appellate Case: 23-1008 Document: 010111073757 Date Filed: 07/02/2024 Page: 3
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`sentence based on the court’s finding that the offense involved a large number
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`of vulnerable victims and that Koch committed the offense using sophisticated
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`means. Hess also asks that we reassign her case to a different judge on remand.
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`Because we agree with some of their arguments, we vacate their sentences and
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`remand for further proceedings in accordance with this opinion.
`
`BACKGROUND
`
`I.
`
`Factual Background
`
`In 2009, Hess established a nonprofit organization, Sunset Mesa Funeral
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`Foundation, Inc. (doing business as “Donor Services”), purportedly to “provide
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`assistance to community members who have no resources for funeral/cremation
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`services.” H. App. vol. I, at 155. According to the stipulated facts in both
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`Defendants’ plea agreements, the primary purpose of Donor Services was to
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`“harvest human remains—such as heads, torsos, arms, legs, and entire human
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`bodies—and market them for sale to customers who used the remains for
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`scientific, medical, or educational purposes.” Id.; see K. App. vol. I, at 30–31.
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`Hess also operated a funeral business at the same location, Sunset Mesa Funeral
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`Directors (Sunset Mesa), which she purchased on behalf of Donor Services in
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`2011. As part of her funeral-home business, Hess would “frequently meet with
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`victims seeking cremation services for themselves or their loved ones who had
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`died” and often mislead those customers that “[Sunset Mesa] would cremate
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`decedents and provide their cremated remains . . . back to the families.” H.
`
`App. vol. I, at 156.
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`3
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`With her mother’s help, Hess would “harvest body parts from, or prepare
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`the entire bodies of, the decedents for sale in body broker services.” Id. Koch
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`was also “involved in meeting with families to discuss the disposition of
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`deceased individuals, and processing and preparing bodies for body broker
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`services.” K. App. vol. I, at 31.
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`Sometimes customers would agree to donate partial or full remains for a
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`reduced price on mortuary services, but this agreement was often obtained by
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`“materially false representations.” H. App. vol. I, at 157. Hess, and sometimes
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`Koch, “misled [some victims] to believe that only small samples, such as
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`tumors or portions of skin, [or only specified body parts or organs] would be
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`taken for testing or research.” Id. Other times, they falsely stated that the
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`donated remains, including organs, would be used to treat living persons.
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`Despite the limited nature of victims’ consent in these cases, Hess and Koch
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`“[f]requently . . . exceeded the authorization they obtained.” Id.; see K. App.
`
`vol. I, at 33. Indeed, “[b]ody parts beyond those which were authorized, if not
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`entire bodies, would be sold typically for purposes not even contemplated or
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`agreed to by the victims.” H. App. vol. I, at 157. If decedents or their next of
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`kin1 agreed to donation, Sunset Mesa would “give a discount” on the funeral-
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`services costs. H. App. vol. V, at 20.
`
`
`1 We use the terms “next of kin” and “next-of-kin victims” because these
`are the terms the parties use to refer to customers who purchased funeral or
`cremation services on behalf of someone else.
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`
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`4
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`Often, Hess and Koch “neither discussed nor obtained authorization for
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`donation of decedents’ bodies or body parts for body broker services.” H. App.
`
`vol. I, at 23; K. App. vol. I, at 32. Other times, Hess and Koch raised the
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`subject, but the next-of-kin customers declined to donate even for the offered
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`discount. Even so, Hess and Koch would still dismember and sell those bodies.
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`Over an eight-year span, they took the body parts or whole bodies of “hundreds
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`of decedents.” H. App. vol. I, at 23.
`
`Hess developed donor authorization forms that were “purportedly . . .
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`signed by victims when donation was authorized.” Id. at 157. As part of their
`
`investigation, FBI agents examined Donor Services files showing that the
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`bodies or body parts of 811 individuals were sold. Only 447 of these files
`
`contained donor authorization forms, of which “at least 187 were determined to
`
`be forgeries.” Id. at 157–58. The FBI confirmed through interviews with next-
`
`of-kin victims that of the 811 individuals “at least 222 [deceased] victims were
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`[confirmed] stolen” and an “additional 338 [deceased] victims . . . were almost
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`certainly stolen.”2 Id. at 158. Many of those 338 decedents came from other
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`funeral homes, with whom Sunset Mesa had subcontracted to provide cremation
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`services. FBI interviews with those funeral homes “confirmed that donation
`
`was neither discussed with the victims nor authorized by the contracting funeral
`
`
`2 As we understand it, the government uses “stolen” to mean that body
`parts or bodies were sold without authorization.
`
`
`
`
`5
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`Appellate Case: 23-1008 Document: 010111073757 Date Filed: 07/02/2024 Page: 6
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`homes.” Id. So the bodies and body parts of 560 decedents were almost
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`certainly obtained and sold by fraudulent means. Of the 811 individuals sold,
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`only 42 individuals “were procured . . . through informed consent.” Id. For the
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`remaining 209 victims, FBI agents were unable to determine whether informed
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`consent was obtained.
`
`Through Donor Services, Hess advertised to purchasers that the available
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`human remains had been “legitimately and freely donated for body broker
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`services when this was often not the case.” Id. at 157. The medical-research
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`organizations, plastination companies, and body-broker services (collectively,
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`“body-parts purchasers”) that purchased remains from Donor Services “relied
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`on the defendant’s representations that the remains were legitimately donated.”
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`Id. at 158. Many of the body-parts purchasers required that the remains be
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`disease-free, but in “dozens of instances,” Hess sold and shipped diseased parts
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`despite having received positive test results for HIV and Hepatitis and forging
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`negative test results. Id. at 159. But the government did not offer evidence that
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`anyone contracted diseases from infected bodies and no reports were filed
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`indicating that any health issues resulted.
`
`Because of Donor Services’ income, Sunset Mesa could offer cremations
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`that were the “least expensive option in the area,” which “ensure[d] a constant
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`supply of bodies.” Id. at 166. In many instances, families were given cremation
`
`remains (cremains) “that were represented as that of their loved ones when that
`
`was not true.” Id. Instead, those cremains were either replaced or mixed with
`6
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`Appellate Case: 23-1008 Document: 010111073757 Date Filed: 07/02/2024 Page: 7
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`the remains of others. Despite this, next of kin were still typically charged
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`$1,000 or more “for cremations that never occurred and funeral services that
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`they would not have agreed to had they been informed of the truth.” Id.
`
`In October 2017, the FBI began investigating Sunset Mesa. The FBI
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`executed a search warrant of the premises, generated publicity about the case to
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`find potential victims, interviewed Sunset Mesa employees, and contacted
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`families whose contact information the agents acquired from customer files.
`
`II.
`
`Procedural Background
`A.
`The Indictment and Plea Agreements
`
`In March 2020, a grand jury indicted Hess and Koch on six counts of
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`mail fraud in violation of 18 U.S.C. §§ 1341 and 2, and on three counts of
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`transporting hazardous material in violation of 49 U.S.C. § 46312 and
`
`associated federal regulations.
`
`1.
`Hess’s Plea Agreement
`Hess pleaded guilty to one count of mail fraud for shipping the
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`fraudulently obtained remains of twelve bodies, one of which was infected with
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`Hepatitis C. In exchange, the government dismissed the remaining counts. As
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`part of her plea agreement, Hess agreed to a base offense level of 7 under
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`U.S.S.G. § 2B1.1(a)(1), a 2-level increase because the offense involved ten or
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`more victims under § 2B1.1(b)(2)(A)(i), and a 3-level decrease based on
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`acceptance of responsibility under § 3E1.1(a), (b).
`
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`7
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`As unstipulated terms, the government stated its intent to seek a 14-level
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`increase under § 2B1.1(b)(1)(H), applicable if the loss exceeded $550,000. The
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`government also stated its intent to seek a 2-level increase under
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`§ 2B1.1(b)(9)(A), based on Hess’s misrepresentations that she was acting on
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`behalf of a charitable or educational organization; a 2-level increase under
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`§ 2B1.1(b)(10)(C), based on the offense involving sophisticated means; a 2-
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`level increase under § 2B1.1(b)(16), because the conduct involved a conscious
`
`or reckless risk of death or serious bodily injury; a 4-level increase under
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`§ 3A1.1(b)(1)–(2), because the offense involved a large number of vulnerable
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`victims; a 2-level increase under § 3B1.1(c), because Hess was an organizer,
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`leader, manager, or supervisor of the criminal activity; and a 2-level increase
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`under § 3B1.3, based on Hess’s abuse of a position of trust. After a 3-level
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`decrease for acceptance of responsibility, the government estimated a total
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`offense level of 34 and a criminal-history category of I.
`
`2.
`Koch’s Plea Agreement
`Koch pleaded guilty to a different count of mail fraud for shipping the
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`fraudulently obtained remains of nine victims, one infected with Hepatitis C.
`
`The government dismissed the remaining counts and agreed to recommend a
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`sentence within the advisory guideline range, for a total offense level of 26 and
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`a criminal-history category of I. Supporting the agreed total offense level of 26,
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`the plea agreement listed a base offense level of 7; a 12-level increase under
`
`§ 2B1.1(b)(1)(G), because the loss exceeded $250,000 but was less than
`
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`8
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`$550,000; a 2-level increase under § 2B1.1(b)(2)(A)(i), because the offense
`
`involved ten or more victims; a 2-level increase under § 2B1.1(b)(9)(A),
`
`because Koch misrepresented that she was acting on behalf of a charitable
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`organization; a 2-level increase under § 2B1.1(b)(16)(A), because the offense
`
`involved a conscious or reckless risk of death or serious bodily injury; a 2-level
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`increase under § 3A1.1(b)(1), because Koch knew or should have known that
`
`the offense involved vulnerable victims; and a 2-level increase under § 3B1.3,
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`because Koch abused a position of trust. The plea agreement provided for a 3-
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`level reduction for acceptance of responsibility under § 3E1.1(a), (b).
`
`The government agreed to recommend a sentence within the resulting
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`advisory guideline range of 63 to 78 months. Koch maintained her right to
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`appeal if her sentence “exceed[ed] the top end of the advisory guideline range
`
`from the Sentencing Guidelines that applies for the defendant’s criminal history
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`. . . at a total offense level of 26.” K. App. vol. I, at 25.
`
`B.
`
`The Presentence Reports (PSRs)
`1.
`Hess’s PSR
`In its PSR for Hess, the probation officer recommended all the
`
`government’s requested sentencing enhancements, resulting in a total offense
`
`level of 34, a criminal-history category of I, and an advisory guideline range of
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`151 to 188 months. The PSR attributed $1,254,293.90 of actual loss to Hess.
`
`That figure included the amounts paid by the body-parts purchasers and the
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`amounts paid by next of kin for cremation and funeral expenses. But the PSR
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`recommended no restitution payments for the body-parts purchasers, which the
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`purchasers did not seek. The PSR concluded with a recommendation for an
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`upward variance to the maximum statutory sentence of 240 months.
`
`2.
`Koch’s PSR
`In its PSR for Koch, the probation officer acknowledged that the
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`government had attributed only $441,779.05 of actual loss to her, representing
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`the known losses to next-of-kin victims. Rejecting the parties’ agreed-upon
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`figure, the PSR instead recommended the same 14-level adjustment as it did for
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`Hess, contending that Hess and Koch were responsible for the same losses
`
`under relevant-conduct rules. Citing § 2B1.1 cmt. n.3(A)(iv), the PSR declared
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`that the full actual losses—$1,254,293.90—should have been reasonably
`
`foreseeable to Koch. Thus, the PSR recommended a 14-level enhancement
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`under § 2B1.1(b)(1)(H) for losses exceeding $550,000.
`
`The PSR also recommended more enhancements not sought by the
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`government: two offense levels under the sophisticated-means enhancement
`
`under § 2B1.1(b)(10)(C); and two levels under the large-number-of-vulnerable-
`
`victims adjustment under § 3A1.1(b)(2). All told, the PSR recommended a total
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`offense level of 32 and a criminal-history category of I, setting an advisory
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`guideline range of 121 to 151 months. But as it did for Hess, the PSR
`
`recommended an upward variance for Koch, but to a sentence of 180 months.
`
`As justification, the PSR observed:
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`10
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`[Koch] was aware of what Hess was doing and was a willing
`participant in the crimes for many years. [Koch] met with families
`and made false representations for the sole purpose of securing their
`business and without any regard for the emotional turmoil related to
`their grieving. She bragged to a former employee and friend about a
`trip to Disneyland that was funded from selling gold teeth extracted
`from a decedent.
`
`K. App. vol. III, at 37.
`
`Hess and Koch each filed extensive written objections to their
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`respective PSR’s recommendations.
`
`C.
`
`The Sentencing Hearing
`
`On January 3, 2023, the district court held a sentencing hearing for both
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`Hess and Koch. The government called an FBI agent as a witness and furnished
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`the court with victim-impact statements, reading some excerpts into the record.
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`The defense called a paralegal in support of its claim for credits against loss.
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`After considering this evidence, the district court overruled the Defendants’
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`PSR objections. It then heard statements from various next-of-kin victims and
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`held a moment of silence “to honor all of the deceased victims and their
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`families.” H. App. vol. V, at 190. It considered the § 3553 factors, varied
`
`upward for both Defendants, and sentenced Hess to the statutory maximum of
`
`240 months and Koch to 180 months. In March 2023, the court held a
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`restitution hearing. Ultimately, it ordered restitution of $419,398.47, for which
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`Hess and Koch would be jointly and severally liable.
`
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`11
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`DISCUSSION
`
`We review a district court’s sentence for an abuse of discretion. United
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`States v. Conley, 89 F.4th 815, 819 (10th Cir. 2023). But when reviewing a
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`district court’s application of the Sentencing Guidelines, “we review legal
`
`questions de novo and . . . factual findings for clear error.” Id. (quoting United
`
`States v. Maldonado-Passage, 4 F.4th 1097, 1103 (10th Cir. 2021)). The same
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`standard applies to our review of loss calculations: If the petitioner raises a
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`legal challenge to a loss calculation, then we review a district court’s decision
`
`de novo. United States v. Evans, 744 F.3d 1192, 1196 (10th Cir. 2014). For
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`factual challenges to loss calculations, we review for clear error. Conley, 89
`
`F.4th at 819.
`
`Between them, the Defendants argue (1) that the district court erred in its
`
`loss calculations; (2) that the district court erred in applying the large-number-
`
`of-vulnerable-victims enhancement; (3) that the district court erred by applying
`
`the sophisticated-means enhancement; (4) that these procedural errors were not
`
`harmless; and (5) that we should reassign the case to a different judge for
`
`resentencing.3
`
`Exercising jurisdiction under 18 U.S.C. § 3742(a) and 28 U.S.C. § 1291,
`
`we grant the Defendants’ request to vacate their sentences and remand for
`
`
`3 Koch also challenges the substantive reasonableness of her sentence.
`But because we agree that her sentence was procedurally unreasonable, we do
`not reach her substantive-reasonableness arguments in this appeal.
`
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`12
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`further proceedings consistent with this opinion. But we deny Hess’s request to
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`reassign her case to a different judge.
`
`I.
`
`The district court erred in calculating loss.
`
`Sentencing guideline § 2B1.1(b)(1) sets base-offense levels for fraud
`
`convictions. Relevant here, “actual loss” is defined as the “reasonably
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`foreseeable pecuniary harm that resulted from the offense.” § 2B1.1 cmt.
`
`n.3(A)(i).4 And “[p]ecuniary harm” is “harm that is monetary or that otherwise
`
`is readily measurable in money,” which excludes “emotional distress, harm to
`
`reputation, or other non-economic harm.” § 2B1.1 cmt. n.3(A)(iii). Against
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`actual loss, the sentencing court must credit “the fair market value of the
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`property returned and the services rendered, by the defendant or other persons
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`acting jointly with the defendant, to the victim before the offense was
`
`detected.” § 2B1.1 cmt. n.3(E)(i). So “loss equals loss (or intended loss) minus
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`credits against loss.” United States v. Crowe, 735 F.3d 1229, 1237 (10th Cir.
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`2013). Under § 2B1.1(b)(1), when the loss involved in the offense exceeds
`
`$250,000, then a 12-level increase applies, but if the loss exceeds $550,000,
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`then a 14-level increase applies. § 2B1.1(b)(1)(G)–(H).
`
`
`4 “Commentary governs unless it runs afoul of the Constitution or a
`federal statute or is plainly erroneous or inconsistent with the guideline
`provision it interprets.” United States v. Maloid, 71 F.4th 795, 805 (10th Cir.
`2023) (cleaned up), cert. denied, 144 S. Ct. 1035 (2024).
`
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`13
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`Hess argues that the district court miscalculated loss in two ways: by
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`including as loss the amounts paid to Hess by the body-parts purchasers, and by
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`categorically refusing to credit against loss the value of the legitimate goods
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`and services the next-of-kin victims received at the time of the fraud. Koch
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`argues that the district court incorrectly attributed the same loss to her as it did
`
`to Hess.
`
`For the following reasons, we conclude (1) that the district court erred by
`
`including in the actual-loss total the amounts the body-parts purchasers paid
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`Hess, (2) that the district court erred by categorically refusing to offset the
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`value of goods and services the next of kin received at the time of the fraud,
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`but (3) that the district court correctly attributed the same loss to Koch as it did
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`to Hess.
`
`A.
`
`The body-parts purchasers did not suffer pecuniary loss.
`
`Hess challenges the district court’s determination that the body-parts
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`purchasers suffered loss equal to the money that the body-parts purchasers paid
`
`her.5 The government bears the initial burden of proving that the body-parts
`
`purchasers suffered a “harm that is monetary or that otherwise is readily
`
`measurable in money.” § 2B1.1 cmt. n.3(A)(iii); see United States v. Sutton,
`
`
`5 Hess concedes that one purchaser, Innoved, suffered an actual loss of
`$13,575, because the FBI seized those body parts as evidence. The discussion
`of the purchasers’ pecuniary loss that follows here therefore excludes Innoved’s
`documented loss.
`
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`14
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`520 F.3d 1259, 1262 (10th Cir. 2008) (“[T]he government has the burden of
`
`proving loss by a preponderance of the evidence.”). In the proceedings below,
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`the government estimated actual loss to the body-parts purchasers at
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`$527,145.70, which it calculated based on invoices and bank records showing
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`what the body-parts purchasers had paid Hess. It used an average amount per
`
`decedent to estimate transactions for which it could not find documentation.
`
`The government claimed that this was a conservative figure because “bank
`
`records show[ed] th[at Hess] received over $1.2 million for remains sold
`
`through Donor Services.” H. App. vol. I, at 166. The government reasoned that
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`the total sales by Hess ($527,145.70) equaled actual loss to the body-parts
`
`purchasers because they “would not have purchased the remains had they
`
`known the remains were not, in fact, donated and instead were stolen,” and
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`because “some of these body parts . . . contain[ed] infectious diseases.” H.
`
`App. vol. I, at 402. The government argued that the purchasers “relied on
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`[Hess’s] representations that the remains were legitimately donated.” Id.
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`Yet the PSRs for both Defendants found that no restitution was necessary
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`for the body-parts purchasers because they did not request it and also because
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`they “profited from the instant offense,” “received a product as negotiated,”
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`and even “derived an economic benefit from the transaction.” H. App. vol. III,
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`at 109; K. App. vol. III, at 18; see H. Reply Br. at 5. What’s more, the
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`government did not object to the PSR’s findings below. Nor did it offer any
`
`evidence of pecuniary harm to the body-parts purchasers, instead just reciting
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`the sales amounts. It called as a witness the FBI agent assigned to investigate
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`the case, who testified that the body-parts purchasers did not know that the
`
`body parts were stolen and would not have done business with Hess had they
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`known the truth. But beyond this, the government presented no evidence
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`showing that the body-parts purchasers suffered any pecuniary harm.
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`At the sentencing hearing, the district court adopted the government’s
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`argument that “the money paid to defendant Hess by the medical research
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`companies was the reasonably foreseeable pecuniary harm resulting directly
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`from fraud, and therefore constitutes loss for purposes of 2B1.1(b)(1).” H. App.
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`vol. V, at 74. It also found that the government’s calculation of loss, as set out
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`in the PSR, was “a reasonable estimate of loss based on available information
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`and other enumerated factors.” Id.; see Sutton, 520 F.3d at 1263 (“A district
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`court need only make a reasonable estimate of the loss.” (cleaned up)). The
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`district court found that the body-parts purchasers “would not have purchased
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`the remains had they known the remains were not in fact donated, and instead
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`were stolen.” H. App. vol. V, at 73–74. But with no evidence in the record that
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`the purchasers suffered pecuniary harm and given the uncontested statements in
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`the PSR to the contrary, we lack a factual basis on which to defer to the district
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`court’s estimate of actual loss to the purchasers. See Sutton, 520 F.3d at 1263.
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`We next turn to the district court’s legal reasoning for this determination,
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`examining it de novo. See Conley, 89 F.4th at 819. The district court’s
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`conclusion that actual loss includes the money paid by the body-parts
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`Appellate Case: 23-1008 Document: 010111073757 Date Filed: 07/02/2024 Page: 17
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`purchasers runs contrary to a plain reading of the Guidelines. Again, “[a]ctual
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`loss” is defined as the “reasonably foreseeable pecuniary harm that resulted
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`from the offense.” § 2B1.1 cmt. n.3(A)(i) (emphasis added). And harm, by
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`definition, must involve some damage or injury. See Harm, Merriam-Webster
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`Dictionary, https://www.merriam-webster.com/dictionary/harm#dictionary-
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`entry-1 (last visited June 4, 2024) (defining “harm” as “physical or mental
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`damage” and listing “injury” as a synonym for “harm”). “Pecuniary harm” is
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`“harm that is monetary or that otherwise is readily measurable in money.”
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`§ 2B1.1 cmt. n.3(A)(iii).
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`The district court’s legal analysis is faulty. Pecuniary harm is not the
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`money customers paid to a fraudster that they may not have paid had they
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`known of the fraud. Instead, pecuniary harm equals the amount that the victim
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`lost. See United States v. Qazah, 810 F.3d 879, 890 (4th Cir. 2015) (“Loss, by
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`definition, would require a victim and would represent an amount that is lost or
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`taken away from the victim.”).6 Aside from the loss suffered by one company,
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`Innoved—from whom body parts were seized as evidence—the record provides
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`6 The district court’s reliance on United States v. Executive Recycling,
`Inc., 953 F. Supp. 2d 1138 (D. Colo. 2013), is misplaced. The district court
`concluded in Executive Recycling that, absent the defendants’
`misrepresentations, “the Victims would not have contracted with Executive
`Recycling and would not have paid any money to Executive Recycling,” and so
`“the money paid to Defendants by the Victims was the reasonably foreseeable
`pecuniary harm resulting directly from the fraud, and therefore constitutes the
`‘loss’ for purposes of § 2B1.1(b)(1).” Id. at 1149–50. We do not find Executive
`Recycling persuasive and it lacks citation to any legal authority on this point.
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`no support for a finding that the body-parts purchasers lost any money or
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`suffered any financial harm as a result of the Defendants’ fraud.
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`On appeal, the government defends the district court’s findings that “the
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`fair market value to the Donor Services buyers was the price they paid to Hess,
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`thinking they were buying legitimately donated and disease-free human
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`remains.” H. Resp. Br. at 25. True, the Guidelines advise that an estimation of
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`loss
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`shall . . . tak[e] into account, as appropriate and practicable under
`the circumstances, factors such as . . . [t]he fair market value of the
`property unlawfully taken, . . . or, if the fair market value is
`impracticable to determine or inadequately measures the harm, the
`cost to the victim of replacing that property.
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`§ 2B1.1 cmt. n.3(C)(i). But this guidance is appropriate in calculating loss to
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`the person from whom something has been taken. See, e.g., United States v.
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`Wasz, 450 F.3d 720, 724–25, 729 (7th Cir. 2006) (applying the total retail
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`value—as opposed to the lesser amount of gross profit—of stolen items to
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`calculate a retailer’s loss); United States v. Williams, 50 F.3d 863, 864 (10th
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`Cir. 1995) (affirming the district court’s use of retail value of goods where
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`goods were “stolen from a retail establishment, not from a wholesaler”). Such
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`is not the case here. Fair market value as a measure of loss is simply not
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`“appropriate . . . under the[se] circumstances.” § 2B1.1 cmt. n.3(C); see United
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`States v. Machado, 333 F.3d 1225, 1228 (11th Cir. 2003) (“We are persuaded
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`by the approach [of other circuits] measuring loss within the factual
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`circumstances presented, rather than a universal retail market value.”).
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`The government also argues that district courts can use “the gain that
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`resulted from the offense [as an alternative measure of loss]” if the loss
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`“reasonably cannot be determined.” H. Resp. Br. at 25 n.4 (quoting § 2B1.1
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`cmt. n.3(B)). But the district court did not make a finding that the actual loss to
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`the body-parts purchasers could not be determined. The government cannot
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`short-circuit the loss calculation by using “the gain that resulted from the
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`offense” without first attempting to prove actual loss in the first instance.
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`§ 2B1.1 cmt. n.3(B); see United States v. Galloway, 509 F.3d 1246, 1252 (10th
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`Cir. 2007) (“The defendant’s gain may be used only as an alternate estimate of
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`that loss; it may not support an enhancement on its own if there is no actual or
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`intended loss to the victims.” (cleaned up)).
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`In sum, the district court erred in its legal conclusion that the body-parts
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`purchasers suffered a pecuniary harm of $527,145.70 and received nothing of
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`value because they would not have done business with the Defendants had they
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`known about the fraud. And because the government did not meet its burden to
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`show that the purchasers suffered any pecuniary harm, it “is not entitled to a
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`remand so that it can present additional evidence and seek additional findings
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`of fact and conclusions of law to support the . . . enhancement when it failed to
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`offer such evidence and seek those findings and conclusions during the initial
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`sentencing hearing.” United States v. Canty, 570 F.3d 1251, 1257 (11th Cir.
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`2009).
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`19
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`Appellate Case: 23-1008 Document: 010111073757 Date Filed: 07/02/2024 Page: 20
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`B.
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`The district court erred by categorically refusing to offset
`actual loss with the value of legitimate goods and services
`provided to the next-of-kin victims.
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`We turn next to Hess’s argument that the district court erred by
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`categorically refusing to offset actual loss suffered by the next-of-kin victims
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`with credits against loss under § 2B1.1 cmt. n.3(E)(i). Though we recognize
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`that the next-of-kin victims have suffered emotional harms that may be
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`redressable in another forum, the Sentencing Guidelines direct our focus to
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`pecuniary harms. § 2B1.1 cmt. n.3(A)(iii).
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`The Guidelines Commentary instructs that actual “[l]oss shall be reduced
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`by . . . the fair market value of the property



