The sale with right of redemption of a principal residence is a legal arrangement that can be rendered null and void if it is reclassified as a commissory agreement. Such sales must therefore be approached with great care. The case law below will warn risk-averse investors and professionals!
Amiens Court of Appeal (Chamber 1, Section 1) - 24 April 2008
In this case, the ruling reclassifies a sale with right of repurchase agreement as a pignorative deed, thereby rendering the deed null and void. Although Order no. 2006-346 of 23 March 2006 authorises pacts commissoires, these remain prohibited when they concern the principal residence. The judgment below is therefore still relevant if the dispute concerns a sale with a right of repurchase(vente à réméré) of a principal residence.
Aix-en-Provence Court of Appeal (Chamber 1 A) - 17 April 2012
Although the ruling does not reclassify the sale with option to repurchase (vente à réméré) as a pignorative deed in this case, it recalls the indications that may lead to such a reclassification, namely :
- the low price,
- re-letting of the property to the vendor
- the frequency of purchases made by the same person,
- the usurious nature of the transaction;
Requalification of a sale with right of redemption: Amiens Court of Appeal (Chamber 1, Section 1) - 24 April 2008
In a notarised deed dated 22 May 2003, Mr and Mrs B. agreed to sell Mr A. a residential building located at [...], for the principal price of 61,000 euros, but with an option to buy back the property within three years, in return for payment of 91,469.41 euros. It was also stipulated that the purchaser would allow the vendors to occupy the building for a maximum period of three years from the date on which the sale was confirmed by deed, in return for an occupancy allowance of 610 euros per month, excluding charges. The sale was to be completed by 12 July 2003 at the latest. As Mr and Mrs B. failed to do so, Mr A. summoned them to appear before the Tribunal de Grande Instance de Saint-Quentin (Saint-Quentin Regional Court), seeking an order, subject to a fine, to execute the deed.
In a judgment dated 19 October 2006, the Court reclassified the sale with right of repurchase as a pignorant contract, declared it null and void, dismissed all of Mr A.'s claims, ruled that Mr B. still owed him the sum of 32,597.16 euros, and ordered the plaintiff to pay the costs.
In a statement received at the Court Registry on 19 December 2006, Mr A. lodged an appeal against this judgment.
He is asking the lower court to overturn it, confirming the existence of a deferred sale, declaring it valid, and ordering the respondents, subject to a fine, to regularise the sale by deed and to pay him 6,100 euros in respect of the penalty clause stipulated in the promise of sale, plus 3,000 euros under article 700 of the Code of Civil Procedure.
The appellant maintains that the price of 61,000 euros agreed in this case is neither symbolic nor derisory, but on the contrary constitutes a serious price in view of the advantage conferred on the sellers by the repurchase clause and by the immediate unavailability of the property. He contested the valuations of the U.C.B. and the Laforêt estate agency, which the vendors relied on, arguing that the former was arbitrary and biased in that it came from a mortgagee, while the latter took no account of the specific nature of the repurchase agreement or the value of the property at the date of sale.
With regard to the lease granted to Mr and Mrs B., he explained that the legal construction of the sale with right of repurchase contract regularly implies the conclusion of a lease contract between the buyer and the seller during the period allowed to the latter to exercise his right of repurchase, and that in the present case, the amount of the rent corresponds to the rental value of the property.
He denies that he is a regular seller of foreclosed properties, as claimed by Mr and Mrs B.. He also points out that in a previous judgment of 13 April 2006, handed down in this case, the Court had ruled out the existence of a low price, and that it could not therefore classify the contract as a pignorative contract. It emphasised that the parties had benefited from the advice of the notary who had received the promise to sell, and that he had attested that it was Mr and Mrs B. who, in order to avoid having the property repossessed, had proposed the sale with right of repurchase, in order to obtain from the purchaser a payment to U.C.B..
Mr and Mrs B. are seeking confirmation of the judgment and compensation of 2,500 euros under Article 700 of the Code of Civil Procedure.
They maintain that the impignity in this case is characterised by the low price, the re-letting of the property to the seller and the frequency of purchases made by Mr A., as well as by the significant difference between the sale price and the repurchase value. They emphasised that the appellant himself had acknowledged in his pleadings that they had sought a credit transaction through this sale.
Deliberations were initially set for 20 March 2008, but by a ruling of the same date, the Court extended the date to 24 April 2008, pending submission by Maître C. of the documents communicated by Mr and Mrs B..
DISCUSSION
The distinction between a sale with right of repurchase and a pignorative contract is of interest with regard to the prohibition of commissory agreements, as set out in the former article 2078 of the French Civil Code.
Ordinance no. 2006-346 of 23 March 2006, which reformed the law on sureties, admitted the validity of such agreements, but in this case the sale predates its entry into force: it is therefore necessary to determine whether the contract concluded between Mr B. and Mr A. is not a pignorative agreement.
In this respect, it does not matter that the allegation made by Mr and Mrs B. that Mr A. was a regular at foreclosure sales is not supported by any evidence. In fact, the frequency of purchases made by the same person is only one of a number of indicators that can be used to characterise impignoration: it does not constitute either a necessary or a sufficient condition for the reclassification of a sale with right of repurchase as a pignorative contract.
On the other hand, it should be noted in this case that the sale price (61,000 euros) is far removed from market prices, since a negotiator from the Laforêt Immobilier agency in Saint-Quentin estimated, in a letter dated 21 December 2005, the value of the property at between 168,000 euros 'minimum' and 173,000 euros, while the U.C.B., in a letter dated 15 February 2005, gave an appraisal value of 154,000 euros.
Neither the general increase in property prices nor the fact that this was a sale with a repurchase option are sufficient to explain this discrepancy, especially as the price of the repurchase option itself (91,469.41 euros) remains well below these estimates, which Mr A. is contesting without citing any evidence that would contradict them.
In addition, a comparison between the purchase price (61,000 euros) and the repurchase price (91,469.41 euros) shows a compound interest rate, over three years, of 14.46%, more than twice the usury threshold applicable in 2003 to property loans granted to individuals. To this excessive rate must be added the price of the lease granted to Mr and Mrs B., i.e. 610 euros per month excluding charges, which is far from negligible.
Finally, with regard to the common intention of the parties, it should be noted that, under the terms of a certificate drawn up by Maître B., the notary in whose office the deed of 22 May 2003 was executed, 'Mr and Mrs B. did indeed ask Mr A. to advance the funds required to stop the property seizure proceedings in progress and, in return, offered him a sale with a repurchase option under the terms of the memorandum of understanding that I drew up'.
Mr A. acknowledges this in his appeal submissions, just as he acknowledges that he undertook to pay off U.C.B. himself.
The sale concluded with Mr and Mrs B. was therefore no more than a form of credit repurchase guaranteed by a transfer of ownership of the property, amounting to a pact to purchase.
Consequently, all the provisions of the judgment referred to will be confirmed, and Mr A.'s claims will be dismissed in their entirety and he will be ordered to pay all the costs of the appeal, in accordance with the principle set out in article 696 of the Code of Civil Procedure.
However, it is not unfair to dismiss Mr and Mrs B.'s claim for compensation under Article 700 of the said Code.
FOR THESE REASONS
THE COURT, ruling publicly, contradictorily and at last instance,
Confirms all the provisions of the judgment referred to;
Dismisses Mr A.'s claims in their entirety;
Dismisses Mr and Mrs B.'s claim for compensation for irreducible costs incurred on appeal;
Orders Mr A. to pay all the costs of the appeal, with application to Maître C. of the right of direct recovery provided for in article 699 of the Code of Civil Procedure.
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Indications reclassifying a sale with right of redemption as a commissory agreement: Aix-en-Provence Court of Appeal (Chamber 1 A) - 17 April 2012
In a bailiff's deed dated 12 August 2009, Mr Thierry S. summoned Mr Lionel G. and Mr Nicolas B. before the Tribunal de Grande Instance de Toulon (Toulon Regional Court) to declare null and void the authentic deeds signed on 6 and 12 August 2008 as intended to circumvent the ban on commissory agreements on his principal residence, to reclassify the sale with right of repurchase contract as a pignorative contract and to hold the notary liable. He sought an order that the two defendants be jointly and severally liable to pay him various sums in damages.
In a judgment dated 14 April 2011, the Toulon Regional Court ruled that Mr Thierry S. was unfounded in all his claims and dismissed them. It ordered him to pay Mr Lionel G. the sum of €1,500 and Mr Nicolas B. the sum of €1,000 under article 700 of the Code of Civil Procedure, with provisional execution.
Mr Thierry S. lodged an appeal against this decision in a statement filed with the court registry on 5 May 2011.
In his submissions dated 14 June 2011, Mr Thierry S. asked the Court to:
To set aside the judgment referred to,
To declare the existence of violence vitiating his consent at the time the commitments were entered into,
Acknowledge the fraudulent contractual arrangement constituted by the various deeds, and in particular the authenticated deeds of 6 and 12 August 2008, intended to circumvent the prohibition on commissory agreements relating to the principal residence of Mr Thierry S.,
To reclassify the sale with right of repurchase contract as a pignorative deed,
To declare all the deeds entered into by Mr Thierry S.. null and void,
declare that Mr Lionel G. and Mr Nicolas B. are liable in tort and order them jointly and severally to pay Mr Thierry S. the sum of 15,000 euros for non-material loss, 61,099.31 euros for financial loss and 5,000 euros under Article 700 of the Code of Civil Procedure.
He claimed that his flat in Six-Fours, which was his main residence, was being seized by various creditors and that Mr Lionel G., an estate agent, offered to pay off his creditors to avoid the seizure sale and to sign various deeds, one of which was an acknowledgement of debt for 71.928.28, repayable on first demand by offsetting it against the purchase price of the flat within 12 months, in a single interest-free monthly instalment, the other recording the sale of the property with the option to buy it back within 12 months on payment of the price and costs plus 16%, the sale price being paid in the amount of 71,928.28 euros by offsetting it against the acknowledgement of debt drawn up a few days earlier.
He claims that he was in a state of weakness and economic duress at the time the deeds were signed, which resulted in the loss of his free will; that the moral violence exercised on him by Mr Lionel G., a professional, must be assessed in concrete terms and taking into account the worsening of his economic dependence created by Mr Lionel G.'s remittance of two advances totalling 22,500 euros. He also maintained that the sale with right of repurchase had been used to circumvent the prohibition on commissory agreements allowing the pledgee to appropriate the pledge in the event of default by his debtor, a prohibition maintained by the reform of the law on securities when the pledge is the debtor's principal residence; that it should be requalified as a so-called pignorative contract, and therefore rendered null and void; that in this case, the combination of the loan taken out a few days before the sale, the fact that Mr Thierry S. was still living in the premises (clause 1) and the fact that Mr Thierry S. was still living in the property (clause 2) meant that the sale of the property was not possible. In this case, the combination of the loan taken out a few days before the sale, the fact that Mr Thierry S. remained on the premises (a clause that was not written but was a result of the facts), the underestimation of the price (the price of 97,000 euros being a long way from the value of the property, estimated at between 150,000 and 180,000 euros) and the usurious rate attached to the purchase price (16%), mean that the contract is a pignorative contract.
He added that the notary's liability was engaged, since the exercise of his duty to advise required him to alert the signatory to the risk of losing his home, and the notary could not hide behind his role as a mere authenticator of deeds that he knew, since he had received both of them, within a few days of each other, disregarded Mr Thierry S.'s rights. Thierry S.; that the notary also failed in his duty to advise by not drawing his attention to the risks of paying part of the price in cash, which was in fact fictitious.
He indicated that, in addition to the nullity of the deeds, he was entitled to compensation for his non-material loss and for the financial loss resulting from the fact that the acknowledgement of debt of 71,938.28 euros represented almost double the original debt owed to his creditors.
Mr Lionel G., in his written submissions dated 10 August 2011, asks the Court:
to declare Mr Thierry S.'s claims inadmissible on the basis of article 1351 of the Civil Code, on the grounds that the judgments of the Toulon Tribunal d'instance of 28 April 2009 ordering his eviction and the JEX of 27 April 2010 rejecting his request for time limits are res judicata,
To confirm the judgment referred to and to dismiss all of Mr Thierry S.'s claims,
To declare that the disputed deed is indeed a sale with the option to repurchase and to dismiss Mr Thierry S.'s claims for nullity and for the reclassification of the contract of 12 August 2008 as a deed for valuable consideration and his claim for damages for non-material loss and for financial loss, as well as his claim based on the provisions of Article 700 of the Code of Civil Procedure,
order Mr Thierry S. to pay him the sum of 5,000 euros by way of damages for abusive proceedings on the basis of article 32-1 of the Code of Civil Procedure and the sum of 3,000 euros on the basis of the provisions of article 700 of the Code of Civil Procedure.
He claims:
that the deed of sale dated 12 August 2008 mentions on several occasions that the property sold is unoccupied and that Mr Thierry S. cannot therefore rely on article 2459 of the French Civil Code, which prohibits a clause in a mortgage agreement stipulating that the property will become the property of the creditor in the event of default by the debtor when it is the debtor's principal residence, it being added that the mortgage agreement was never put into effect since the creditor became the owner by virtue of the deed of sale;
that Mr S. accepted the sale with the option to buy back, that he collected the sale price and that he must perform the agreement in good faith;
that he is acting in bad faith by refusing to deliver the property for more than 3 years and by claiming that he would occupy it with the agreement of the purchaser, despite the eviction order of 28 April 2009;
that Mr S. could perfectly well, if he so wished, take out a loan to repay the sum of 39,118.57 euros that he owed to Banque Patrimoine et Immobilier; that between the parties, there was always talk of a sale and not a loan, and that the sale price was much higher than the debt;
Mr S. was never in a state of weakness and was never subjected to the slightest violence;
that the contract is not pignorative in the absence of the four indications that a pignorative contract exists: no re-letting of the property to Mr Thierry S., no stipulation of perpetual or extended repurchase, no habit of loan-sharking on the part of the purchaser (the gross annual rate being in reality, taking into account the period between the payment and the repurchase option and taking into account the costs that Mr Lionel G., of 4.61% per annum), not that the price was too low (Mr Lionel G. having in fact had to pay 109,276.25 euros and the price having been subject to a discount due to the repurchase option given to the seller and the various constraints of the property).
He added that, in addition to repaying the bank's debt, he had to pay Mr Thierry S. the costs of the property seizure procedure (8,212.46 euros), the cheque for 1,196 euros given to Mr Thierry S.'s solicitor, the sum of 2,500 euros given in cash, a sum of 20,000 euros paid by cheque on 22 March 2008, the sum of 300 euros paid to Mr Nicolas B. and the balance of the sale price of 17,061.72 euros in cash.
Mr Nicolas B., in his submissions dated 21 July 2011, sought confirmation of the judgment of the Toulon Regional Court and dismissal of Mr Thierry S.'s claims.
In the alternative, he is asking the court to find that there is no evidence of a defect in Mr Thierry S.'s consent as a result of violence within the meaning of articles 1109, 1111 and 1112 of the Civil Code, and that there is no fault on the part of the notary, no causal link and no subsequent loss, and therefore to order the notary, Mr Nicolas B., to be exonerated.
He claimed that Mr Thierry S. should be ordered to pay him the sum of 2,000 euros on the basis of the provisions of Article 700 of the Code of Civil Procedure.
He points out that the private deeds were regularised by the parties well before his intervention and that the agreements were sealed between them, so that the notary only authenticated them and could not influence the economy of the prior agreements; that Mr Thierry S. was not the subject of guardianship or curatorship and that the notary could not have doubted his capacity to contract; that the state of necessity or weakness alleged has not been established and that there are no objective elements that would have enabled the notary to be alerted to any violence exercised over Mr Thierry S.; that the contracts reflect the fact that Mr Thierry S. was the subject of guardianship or curatorship and that the notary could not have doubted his capacity to contract; that the state of necessity or weakness alleged is not established and that there are no objective elements that would have enabled the notary to be alerted to any violence exercised over Mr Thierry S. Thierry S.; that the contracts reflect the intention of the parties and that the criteria for a pignorative deed have not been met, the notary having, in any event, no knowledge of the alleged rental of the property to Mr Thierry S. (rejected by the district court) and of the alleged low price (the price having been freely negotiated by the parties); that payment of the price by offsetting against a debt is in no way prohibited.
The proceedings were closed by order dated 20 March 2012.
GROUNDS FOR THE DECISION :
Whereas it is common ground, on a reading of the documents placed on the file by the parties:
- Mr S. was the subject of property seizure proceedings in respect of the flat he owned in [...], brought by Banque Patrimoine et Immobilier on the basis of a debt owed to it by the latter amounting to 31,230.27 euros on 1 October 2007, but that these proceedings were halted by a judgment dated 13 March 2008, the pursuing bank having been paid off;
- on 22 March 2008, Mr S. signed an acknowledgement of debt in favour of Mr G. for the sum of 71,938.28 euros, which it was stated he had paid directly to his creditors and himself to meet his personal expenses (2,500 euros in cash and 20.000 euro paid by bank cheque), according to the very precise details mentioned in the deed; that he undertook, by this deed, to repay the sum of 71,938.28 euro on first demand by offsetting it against the purchase price of his flat in accordance with a provisional sale agreement signed on 22 March 2008 for the price of 97,000 euro (deed not entered in the debates);
- a notarised deed of loan with mortgage guarantee was signed on 6 August 2008 in the chambers of Nicolas B., in which it was recorded that Mr G. had lent Mr S. the sum of 71,938.28 euros referred to in the acknowledgement of debt of 22 March, repayable in a single instalment set for 6 August 2009, without interest;
- a second notarised deed was drawn up in the chambers of Nicolas B. on 12 August 2008 for the sale of Mr S.'s property to Mr G. for the price of 97.000; it included a clause allowing the seller to buy back the property for a period of one year, i.e. until 12 August 2009, by repaying the price plus various expenses and works carried out by the buyer, plus 16%; it was stipulated that the price would be paid in the amount of 71,938.28 euros by offsetting against Mr G., 17,061.72 paid in cash in advance in accordance with the receipt signed on 22 April 2008, and 8,000 euros deposited with the notary;
- following a ruling by the Toulon District Court on 28 April 2009, Mr S. was ordered to vacate the flat he continued to occupy as an unlawful occupant;
- Mr S. did not exercise his right to repurchase until 12 August 2009, but on that date brought proceedings against Mr G. before the Toulon Regional Court, seeking nullity of the various deeds and compensation for the damage suffered;
Whereas Mr G. vainly argued that Mr S.'s claims were inadmissible, invoking the res judicata effect of the Toulon District Court's judgment ordering his eviction and the Toulon JEX's judgment rejecting his request for time limits;
That, in fact, the dispute submitted to the tribunal d'instance and the JEX for assessment did not have the same object as the present dispute, since they had to assess, not the validity of the contracts concluded between the parties, but the existence of an occupancy title for Mr S. in the building and his good faith in obtaining deadlines;
Whereas, with regard to the nullity of the deeds on the grounds of lack of consent, the court was right to reject the application on the grounds that Mr S. had not shown that he had been placed in a state of necessity or weakness such that he had been forced, under moral duress, to enter into a contract with Mr G. ;
That the statement made by his treating physician to the effect that Mr S. was being treated for depression was not sufficient to establish that his faculties had been impaired and that he had been particularly vulnerable, as the court had, pertinently, noted that Mr S. had not been the subject of any sick leave; that the statement made by Mrs T. to the effect that Mr S. had been 'easy prey for a dishonest property trader' could not be accepted, given the witness's obvious bias and lack of impartiality;
That the fact that Mr S. had encountered financial difficulties did not place him in a state of necessity that would have prevented him from making an informed assessment of his situation, given the moderate amount of the debt owed to Banque Patrimoine Immobilier and his position as a civil servant at France Telecom, which provided him with a regular income; that, moreover, Mr S. did not prove that he could not have obtained the slightest credit from banks or credit institutions to meet his obligations to his creditors;
That, in any event, the transaction consisting in the amicable sale of his property at the price of 97,000 euros enabled him to avoid the planned judicial sale at a price of 60,000 euros and was not contrary to his interests;
Whereas, as regards the nullity of the deeds as constituting a pignorative deed, the court was also right to reject Mr S.'s claims;
Mr S. claims that the sale with right of redemption concluded at the same time as the deed of loan with mortgage constituted an arrangement making it possible to circumvent the prohibition on commissory agreements by giving the creditor, the beneficiary of a mortgage, the possibility of seizing the real property used as security by acquiring it and retaining ownership of it if the seller does not have the funds necessary to exercise the right of redemption; he maintains that the deeds are null and void, notwithstanding the provisions of the Order of 23 March 2006 relating to sureties, which makes the commissory agreement lawful, since it remains prohibited in the event that the property is the debtor's principal residence, which, he says, is the case here;
But the court observed that a sale with right of redemption is a legally permissible agreement and that its reclassification as a deed of pignorance is not an easy operation which could be deduced from the mere concomitance between a deed of loan and a deed of sale, but must be assessed on the basis of a certain number of indicators:
- the low price,
- whether the property has been re-let to the vendor,
- the frequency of purchases by the same person,
- the usurious nature of the transaction;
That the criterion of the low price is essential since, if the price is reasonable, the transaction has the character of a genuine sale; that in the present case, Mr S. has not shown that the price of 97,000 euros is far from the real estate market values for this type of property; that the statements by local estate agents estimating the studio at between 150,000 and 180,000 euros have no probative value; that the report drawn up by Mr D. estimating a value of 153,950 euros is not conclusive, the Court noting that this expert estimated the surface area of the flat at 51 m2 (including the veranda in the habitable surface area), whereas the Carrez surface area mentioned in the deed of sale is 40.13m2 ; moreover, the valuation was made at November 2010 value, whereas the deed of sale concluded between the parties dates from August 2008, i.e. more than two years earlier;
Furthermore, Mr S. vainly claims that the transaction provided for him to remain in the premises or for the property to be rented back to him; the deed of sale states that the property is free of any occupation and that no commitment to rent has been made by the purchaser to the vendor; the facts also contradict this assertion, since Mr G. demanded that Mr S. leave the premises on 5 September 2008, firstly by letter and then by letter, first by ordinary letter, then by registered letter and finally by summons, without any reaction from Mr S.; although Mr S. was summoned for eviction before the district court, he did not appear to assert his alleged right to occupy the premises; moreover, he cannot prove that he has paid any sum whatsoever by way of rent or occupancy allowance since August 2008;
Nor is the frequency of purchases made by Mr G. reported, since his status as a property trader alone is not sufficient to establish that he would use this type of transaction;
Finally, it is accepted that, in the case of sale with right of repurchase, a clause providing for a repurchase price different from the sale price is in principle valid and is not contrary to the essence of this type of sale, unless the sum to be repaid was much higher than the sale price, which would give the transaction a usurious character; in the case in point, as Mr G. explains at length and in detail in his written submissions, Mr S.'s option to repurchase the property was valid. S. to purchase the property in return for payment of the price - plus the necessary costs and works borne by the purchaser - plus a 16% mark-up does not appear to be usurious if account is taken of the fact that he had paid off Mr S.'s creditors and settled his situation with regard to the co-ownership as early as March 2008, so that the mark-up corresponded to an advance of funds for 18 months and not for one year;
Whereas, lastly, the court notes, as did the court, that, contrary to what Mr S. maintains in his written submissions, the acknowledgement of debt is perfectly well founded, since the sums paid by Mr G. on behalf of Mr S. to pay off his creditors, halt the penalty imposed on him in favour of the syndicate of co-owners, pay various costs and advance funds to Mr S. for his personal expenses, as detailed very precisely in the deed, being justified by the production, for each of them, of the cheque or receipt establishing their payment;
Whereas it is therefore appropriate to dismiss Mr S.'s claim for the deeds of loan and sale of 6 and 12 August 2008 to be declared null and void, as well as his claim against Mr G. for damages to compensate for non-material loss and alleged financial loss;
Whereas the liability action brought by Mr S. against Mr Nicolas B. must also be dismissed; whereas the notary rightly points out that he was not required to advise the parties on the economics of the agreements entered into between them prior to his involvement; whereas he cannot be criticised for having failed in his duty to advise by allowing part of the price (17.061.72) was paid in cash and outside his accounts, as this was a sum that had been paid well before the deed and was the subject of a receipt dated 22 April 2008; lastly, with regard to the validity of the deeds received by the notary, he cannot be accused of having breached his duty of efficiency;
Whereas it has not been established that the legal action taken by Mr S. constituted an act of malice or bad faith on his part or was the result of a fault amounting to fraud; whereas Mr G.'s claim for damages under article 32-1 of the Code of Civil Procedure was therefore rightly dismissed by the court;
Having regard to the provisions of article 700 of the Code of Civil Procedure;
Having regard to article 696 of the Code of Civil Procedure,
ON THESE GROUNDS,
The Court, ruling publicly and contradictorily,
in civil matters and at last instance,
Confirms the judgment of the Tribunal de Grande Instance de Toulon in all its provisions;
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