Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 1 of 17 1 2 3 4 5 6 7 8 REESE LLP Michael R. Reese (SBN 206773) Carlos F. Ramirez (Pro Hac Vice to be Submitted) 100 West 93rd Street, 16th Floor New York, New York 10025 Telephone: (212) 643-0500 Email: mreese@reesellp.com cramirez@reesellp.com REESE LLP George V. Granade (Cal. State Bar No. 316050) 8484 Wilshire Boulevard, Suite 515 Los Angeles, California 90211 Telephone: (310) 393-0070 Email: ggranade@reesellp.com 9 10 11 12 SHEEHAN & ASSOCIATES, P.C. Spencer Sheehan (Pro Hac Vice to be Submitted) 505 Northern Boulevard, Suite 311 Great Neck, New York 11021 Telephone: (516) 303-0552 Email: spencer@spencersheehan.com 13 14 Counsel for Plaintiff and the Proposed Class 15 UNITED STATES DISTRICT COURT 16 EASTERN DISTRICT OF CALIFORNIA 17 18 19 AMANDA CAUDEL, individually, and on behalf of those similarly situated, CLASS ACTION COMPLAINT Plaintiff, 20 21 22 23 24 25 26 27 28 CASE NO. _______ Demand for Jury Trial v. AMAZON.COM, INC., Defendant. Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 2 of 17 1 Plaintiff Amanda Caudel (“Plaintiff”) by her attorneys alleges upon information and 2 belief, except for allegations pertaining to Plaintiff, which are based on personal knowledge: 3 1. Amazon.com, Inc. (“Defendant”) is the largest American online retailer and 4 includes among its myriad services the option for consumers to rent or buy movies, television 5 shows and other media (the “Video Content”) for a fee. 6 2. In the event that a consumer “Rents” Video Content, Defendant advertises that, for 7 a fee of around $5.99, the consumer will have access to the Video Content for 30 days and then for 8 48 hours after the consumer first watches the Video Content. 9 10 11 12 3. For a much higher fee of around $19.99, Defendant offers the option to “Buy” the Video Content. 4. Below is a representative example of the options available to a consumer on Defendant’s website at the digital point-of-sale: 13 14 15 16 17 18 19 20 21 22 5. When a consumer chooses the option to “Buy” on the page of the Video Content by 23 clicking on the “Buy” button, the Video Content instantly becomes available in the consumer’s 24 video library without the consumer needing to accept any terms and conditions pursuant to a 25 clickwrap agreement. 26 27 28 1 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 3 of 17 1 2 6. Consumers navigate to their videos on Defendant’s website by clicking on a link that directs them to “Your Video Purchases & Rentals.” 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 7. The “Video Purchases & Rentals” webpage contains a collection of all available Video Content rented and purchased by Plaintiff on Defendant’s website. 8. Reasonable consumers will expect that the use of a “Buy” button and the 21 representation that their Video Content is a “Purchase” means that the consumer has paid for full 22 access to the Video Content and, like any bought product, that access cannot be revoked. 23 9. Unfortunately for consumers who chose the “Buy” option, this is deceptive and 24 untrue. Rather, the ugly truth is that Defendant secretly reserves the right to terminate the 25 consumers’ access and use of the Video Content at any time, and has done so on numerous 26 occasions, leaving the consumer without the ability to enjoy their already-bought Video Content. 27 28 2 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 4 of 17 1 10. Defendant’s representations are misleading because they give the impression that 2 the Video Content is purchased – i.e. the person owns it - when in fact that is not true because 3 Defendant or others may revoke access to the Video Content at any time and for any reason. 4 11. In so representing the “Purchase” of Video Content as true ownership of the content, 5 Defendant took advantage of the (1) cognitive shortcuts made at the point-of-sale, e.g. Rent v. Buy 6 and (2) price of the Video Content, which is akin to an outright purchase versus a rental. 7 12. Though some consumers may get lucky and never lose access to any of their paid- 8 for media, others may one day find that their Video Content is now completely inaccessible. 9 Regardless, all consumers have overpaid for the Video Content because they are not in fact owners 10 11 of the Video Content, despite have paid extra money to “Buy” the product. 13. Defendant’s representations that consumers are truly purchasing their Video 12 Content are designed to – and do – deceive, mislead and defraud consumers. A real-life experience 13 listed on a Reddit post explains the disappearing Video Content issue: 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 5 of 17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 14. The above complaint posted around five months ago is not new news for Defendant. 19 Indeed, Defendant has been aware for close to a decade that consumers are routinely misled by the 20 manner in which it “sells” Video Content. 21 15. A Consumer Reports article from October 16, 2012 titled That Amazon Video You 22 Bought? You May Not Actually Be Able To Watch It (available at 23 https://www.consumerreports.org/consumerist/that-amazon-video-you-bought-you-may-not- 24 actually-be-able-to-watch-it/) discusses Defendant’s unfair ability to pull “Purchased Digital 25 Content” at any time: “This restriction isn’t mentioned on the purchase page of the movie, nor is 26 the customer given any such warning during the buying process. It’s not even directly mentioned 27 on the “Amazon Instant Video Usage Rules” page.” The article goes on to say that, “We’ve written 28 4 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 6 of 17 1 Amazon to ask why they do not make this restriction more clear during the purchasing process. If 2 the company replies — we’re not holding our breath on this one — we will update.” Apparently 3 Defendant never replied because the article was never updated to reflect that. 4 16. Defendant has sold more Video Content and at substantially higher prices per unit 5 than it would have in the absence of this misconduct, resulting in additional profits at the expense 6 of consumers. 7 17. The consumer belief that they are truly owning the Video Content has a material 8 bearing on price or consumer acceptance of Defendant’s video service because consumers are 9 willing to pay substantially more for Video Content that they believe they can access at any time 10 11 12 13 14 15 and for an indefinite period. 18. The value of the Video Content that Plaintiff and the Class members purchased and consumed was materially less than its value as represented by Defendant. 19. Had Plaintiff and Class members known the truth, they would not have bought the Video Content from Defendant or would have paid substantially less for it. 20. As a result of the false and misleading representations, the Video Content is sold at 16 a premium price, upon information and belief, at an average of $14.99 per movie (compared to only 17 $5.99 to rent the same Video Content), compared to other similar Video Content and services 18 represented in a non-misleading way. 19 JURISDICTION AND VENUE 20 21. 21 Jurisdiction is proper pursuant to 28 U.S.C. § 1332(d)(2) (Class Action Fairness Act of 2005 or “CAFA”). 22 22. Under CAFA, district courts have “original federal jurisdiction over class actions 23 involving (1) an aggregate amount in controversy of at least $5,000,000; and (2) minimal 24 diversity[.]” 25 23. Plaintiff Amanda Caudel is a citizen of California. 24. Defendant is a Delaware corporation with a principal place of business in Seattle, 26 27 28 5 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 7 of 17 1 2 3 4 5 6 7 King County, Washington and is a citizen of Washington. 25. Venue is proper because Plaintiff and many Class members reside in this District and Defendant does business in this District and State. 26. This court has personal jurisdiction over Defendant because it conducts and transacts business, contracts to supply and supplies goods within California. 27. A substantial part of events and omissions giving rise to the claims occurred in this District. PARTIES 8 9 28. Plaintiff Amanda Caudel is a citizen of Fairfield, California in Solano County. 10 29. Defendant Amazon.com, Inc. is a Delaware corporation with a principal place of 11 12 business in Seattle, King County, Washington. 30. During the relevant statutes of limitations, Plaintiff purchased the Video Content 13 within her district and/or State for personal consumption and/or use in reliance on the 14 representations that access to the Video Content upon its purchase would not be revoked by 15 Defendant or others. CLASS ALLEGATIONS 16 17 31. The class consists of all California residents who purchased Video Content from 18 Defendant from April 25, 2016 to the date of class certification and trial (“the Class”) Excluded 19 from the Class are: governmental entities; Defendant; any entity in which Defendant has a 20 controlling interest; Defendant’s officers, directors, affiliates, legal representatives, employees, co- 21 conspirators, successors, subsidiaries, and assigns; and, any judge, justice, or judicial officer 22 presiding over this matter and the members of their immediate families and judicial staff. 23 24 25 26 27 28 32. Common questions of law or fact predominate and include whether Defendant’s representations were and are misleading and if Plaintiff and Class members are entitled to damages. 33. Plaintiff's claims and basis for relief are typical to other members because all were subjected to the same unfair and deceptive representations and actions by Defendant. 34. Plaintiff is an adequate representative because her interests do not conflict with other 6 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 8 of 17 1 members. 35. 2 3 and the Class is definable and ascertainable. 36. 4 5 Individual actions would risk inconsistent results, be repetitive and are impractical to justify, as the claims are modest relative to the scope of the harm. 37. 6 7 No individual inquiry is necessary since the focus is only on Defendant’s practices Plaintiff's counsel is competent and experienced in complex class action litigation and intends to adequately and fairly protect Class members’ interests. 38. 8 Plaintiff seeks class-wide injunctive relief because the practices continue. 9 CLAIMS 10 FIRST CLAIM 11 Violation of California’s Consumers Legal Remedies Act, 12 Cal. Civ. Code § 1750 et seq. 13 On Behalf of the Class 14 Seeking Injunctive Relief Only 15 39. Plaintiff repeats each and every allegation contained in the paragraphs above and 16 incorporates such allegations by reference herein. 17 40. 18 19 20 21 Plaintiff brings this claim on behalf of the Class for violation of California’s Consumers Legal Remedies Act, Cal. Civ. Code § 1750 et seq. (the “CLRA”). 41. This claim is for injunctive relief only, pursuant to California Civil Code section 1782(d). 42. Under the CLRA, “services” means “work, labor, and services for other than a 22 commercial or business use, including services furnished in connection with the sale or repair of 23 goods.” Cal. Civ. Code § 1761(b). 24 25 26 43. The component of Amazon Prime Video that enables online playing of “Purchased Videos” or Video Content is a “service” under the CLRA. 44. Under the CLRA, “consumer” means “an individual who seeks or acquires, by 27 purchase or lease, any goods or services for personal, family, or household purposes.” Id. § 1761(d). 28 7 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 9 of 17 1 45. Plaintiff and the Class members are “consumers” under the CLRA. 2 46. Under the CLRA, “person” means “an individual, partnership, corporation, limited 3 liability company, association, or other group, however organized.” Id. § 1761(c). 4 47. Defendant is a “person” under the CLRA. 5 48. Under the CLRA, “transaction” means “an agreement between a consumer and 6 another person, whether or not the agreement is a contract enforceable by action, and includes the 7 making of, and the performance pursuant to, that agreement.” Id. § 1761(e). 8 9 10 11 49. Defendant, on the one hand, and Plaintiff and the Class members, on the other hand, engaged in “transactions” under the CLRA because, among other reasons, Defendant agreed to sell, and pursuant to that agreement sold, Video Content to Plaintiff and the Class members. 50. Defendant’s actions, representations, omissions, and conduct have violated the 12 CLRA because they extend to transactions that are intended to result, or that have resulted, in the 13 sale of goods and services to consumers. 14 51. Under California Civil Code section 1770(a): 15 (a) The following unfair methods of competition and unfair or 16 deceptive acts or practices undertaken by any person in a 17 transaction intended to result or which results in the sale or lease of 18 goods or services to any consumer are unlawful: 19 * * * * * 20 (5) Representing that goods or services have sponsorship, approval, 21 characteristics, ingredients, uses, benefits, or quantities which they 22 do not have . . . . 23 24 Id. § 1770(a). 52. As detailed above, Defendant has violated California Civil Code section 1770(a)(5) 25 by representing that the Video Content has characteristics and benefits that they do not have, i.e., 26 Defendant made representations to Plaintiff and the Class members indicating that the Video 27 Content had been “Purchased” and, as such, that it would be available for viewing online 28 8 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 10 of 17 1 indefinitely, when in fact Defendant knew that the Video Content could become unavailable for 2 viewing due to content provider licensing restrictions or other reasons. 3 53. Defendant violated the CLRA by making the representations and omissions it made 4 at the Video Content point-of-sale detailed above when it knew, or should have known, that its 5 representations and omissions were false and misleading. 6 7 8 9 10 54. Plaintiff and the Class members believed Defendant’s representations that the Video Content would viewable online indefinitely. 55. Plaintiff and the Class members would not have purchased the Video Content, but for the misleading representations and/or omissions by Defendant detailed above. 56. The Video Content Plaintiff and the Class members received was worth less than 11 the Video Content for which they paid. Plaintiff and the Class members paid a premium price on 12 account of Defendant’s misrepresentations and/or omissions detailed herein. 13 57. Plaintiff and the Class members were injured in fact and lost money as a result of 14 Defendant’s representations and/or omissions about the Video Content detailed above. Plaintiff and 15 the Class members paid for Video Content they thought they were purchasing and, as such, would 16 be available for viewing indefinitely, when in fact Defendant knew that the Video Content could 17 become unavailable for viewing due to content provider licensing restrictions or other reasons. 18 58. Plaintiff, on behalf of the Class members, requests that the Court enjoin Defendant 19 from continuing to employ the unlawful methods, acts, and practices alleged herein pursuant to 20 California Civil Code section 1780(a)(2). If the Court does not restrain Defendant from engaging 21 in these practices in the future, Plaintiff and the Class members will be harmed in that they will 22 continue to believe they are purchasing Video Content for viewing indefinitely, when in fact, the 23 Video Content can be made unavailable at any time. 24 59. Therefore, Plaintiff prays only for injunctive relief consistent with the relief that the 25 California Supreme Court discussed in McGill v. Citibank, N.A., 393 P.3d 85 (Cal. 2017) ) and the 26 Ninth Circuit in Blair v. Rent-a-Center Inc., 928 F.3d 819 (9th Cir. 2019). 27 28 9 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 11 of 17 1 SECOND CLAIM 2 Violation of California’s False Advertising Law, 3 Cal. Bus. & Prof. Code § 17500 et seq. 4 On Behalf of the Class 5 6 7 8 9 60. Plaintiff repeats each and every allegation contained in the paragraphs above and incorporates such allegations by reference herein. 61. Plaintiff brings this claim on behalf of the Class for violation of California’s False Advertising Law, Cal. Bus. & Prof. Code § 17500 et seq. (the “FAL”). 62. At all relevant times, Defendant has engaged in advertising and marketing 10 representing that the Video Content may be purchased by consumers for viewing online 11 indefinitely. 12 63. Defendant engaged in its advertising and marketing with intent to directly induce 13 consumers, including Plaintiff and the Class members, to purchase the Video Content based on 14 Defendant’s false and misleading representations and omissions. 15 64. In making and disseminating the representations and omissions detailed herein, 16 Defendant knew or should have known that the representations and omissions were untrue or 17 misleading. 18 65. Plaintiff and the Class members believed Defendant’s representations that they had 19 purchased the Video Content and, accordingly, the Video Content would be available for viewing 20 indefinitely. 21 22 23 66. Plaintiff and the Class members would not have purchased the Video Content, but for the misleading representations and/or omissions by Defendant detailed above. 67. The Video Content Plaintiff and the Class members purchased was worth less than 24 the Video Content for which they paid. Plaintiff and the Class members paid a premium price on 25 account of Defendant’s misrepresentations and/or omissions detailed herein. 26 68. Plaintiff and the Class members were injured in fact and lost money as a result of 27 Defendant’s representations and/or omissions about the Video Content detailed above. Plaintiff and 28 10 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 12 of 17 1 the Class members paid for Video Content that could be viewed online indefinitely but did not 2 receive such a product because the Video Content may become unavailable due to potential content 3 provider licensing restrictions or for other reasons. 4 69. Plaintiff, on behalf of the Class members, requests that the Court enjoin Defendant 5 from engaging in the false and misleading advertising and marketing set forth herein. If the Court 6 does not restrain Defendant from engaging in such conduct, Plaintiff and the Class members will 7 be harmed in that they will continue to purchase Video Content they believe will be available 8 indefinitely, when in fact, the Video Content can be made unavailable at any time. 9 70. Therefore, Plaintiff prays only for injunctive and other public relief consistent with 10 the relief (such as restitution) that the California Supreme Court discussed in McGill v. Citibank, 11 N.A., 393 P.3d 85 (Cal. 2017) and the Ninth Circuit in Blair v. Rent-a-Center Inc., 928 F.3d 819 12 (9th Cir. 2019). 13 THIRD CLAIM 14 Violation of California’s Unfair Competition Law, 15 Cal. Bus. & Prof. Code § 17200 et seq. 16 Unlawful, Unfair, and Fraudulent Prongs 17 On Behalf of the Class 18 19 20 71. Plaintiff repeats each and every allegation contained in the paragraphs above and incorporates such allegations by reference herein. 72. Plaintiff brings this claim on behalf of the Class for violation of the unlawful, unfair, 21 and fraudulent prongs of California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et 22 seq. (the “UCL”). 23 73. The circumstances giving rise to Plaintiff’s and the Class members’ allegations 24 include Defendant’s corporate policies regarding the sale and marketing of Video Content for 25 purchase. 26 74. Under the UCL, “unfair competition” means and includes “any unlawful, unfair or 27 fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising and any 28 11 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 13 of 17 1 2 3 4 5 6 act prohibited by” the FAL. Cal. Bus. & Prof. Code § 17200. 75. By engaging in the acts and practices described herein, Defendant has committed one or more acts of “unfair competition” as the UCL defines the term. 76. Defendant has committed “unlawful” business acts or practices by violating the CLRA and the FAL, as detailed above. 77. Defendant has committed “unfair” business acts or practices by, among other things: a. 7 engaging in conduct for which the utility of the conduct, if any, is 8 outweighed by the gravity of the consequences to Plaintiff and the members 9 of the Class; b. 10 substantially injurious to Plaintiff and the members of the Class; and 11 c. 12 engaging in conduct that undermines or violates the spirit or intent of the consumer protection laws that this Class Action Complaint invokes. 13 14 engaging in conduct that is immoral, unethical, oppressive, unscrupulous, or 78. Defendant has committed unlawful, unfair, and/or fraudulent business acts or 15 practices by, among other things, engaging in conduct Defendant knew or should have known was 16 likely to and did deceive reasonable consumers, including Plaintiff and the Class members. 17 18 19 79. As detailed above, Defendant’s unlawful, unfair, and/or fraudulent practices include making false and misleading representations and/or omissions. 80. As detailed above, Defendant has made material representations that the Video 20 Content purchased by Plaintiff and the Class members would be available for viewing online 21 indefinitely. 22 81. Defendant made the representations and omissions with intent to directly induce 23 consumers, including Plaintiff and the Class members, to purchase the Video Content based on the 24 false and misleading representations and omissions. 25 26 27 28 82. Plaintiff and the Class members believed Defendant’s representations that the Video Content would be available for viewing online indefinitely. 83. Plaintiff and the Class members would not have purchased the Products, but for the 12 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 14 of 17 1 2 misleading representations and/or omissions by Defendant detailed above. 84. The Video Content Plaintiff and the Class members received were worth less than 3 the Video Content for which they paid. Plaintiff and the Class members paid a premium price on 4 account of Defendant’s misrepresentations and/or omissions detailed herein. 5 85. Plaintiff and the Class members were injured in fact and lost money as a result of 6 Defendant’s violations of the unlawful, unfair, and/or fraudulent prongs of the UCL that are set out 7 above. Plaintiff and the Class members paid for Video Content that they believed would be 8 available for viewing online, but did not receive such a product because the Video Content may 9 become unavailable due to potential content provider licensing restrictions or for other reasons. 10 86. Plaintiff, on behalf of the Class members, requests that the Court enjoin Defendant 11 from engaging in the false and misleading advertising and marketing set forth herein. If the Court 12 does not restrain Defendant from engaging in such conduct, Plaintiff and the Class members will 13 be harmed in that they will continue to purchase Video Content they believe will be available 14 indefinitely, when in fact, the Video Content can be made unavailable at any time. 15 87. Therefore, Plaintiff prays only for injunctive relief and other public relief (such as 16 restitution) consistent with the relief that the California Supreme Court discussed in McGill v. 17 Citibank, N.A., 393 P.3d 85 (Cal. 2017) and the Ninth Circuit in Blair v. Rent-a-Center Inc., 928 18 F.3d 819 (9th Cir. 2019). 19 20 21 22 23 24 25 26 27 28 13 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 15 of 17 PRAYER FOR RELIEF 1 WHEREFORE, Plaintiff, on behalf of herself and the Class members, respectfully 2 3 requests that the Court enter an Order: A. 4 5 (b)(2), as set forth above; B. 6 7 certifying the proposed Class under Federal Rule of Civil Procedure 23(a) and declaring that Defendant is financially responsible for notifying the Class members of the pendency of this suit; 8 C. declaring that Defendant has committed the violations of law alleged herein; 9 D. providing for any and all injunctive relief the Court deems appropriate; 10 E. awarding Plaintiff his reasonable costs and expenses of suit, including attorneys’ 12 F. awarding pre- and post-judgment interest to the extent the law allows; and 13 G. providing such further relief as this Court may deem just and proper. 11 fees; 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 16 of 17 JURY TRIAL DEMAND 1 2 3 Plaintiff demands a jury trial on all causes of action so triable. Dated: April 24, 2020 4 REESE LLP 5 /s/ Michael R. Reese Michael R. Reese (SBN 206773) Carlos F. Ramirez (Pro hac vice to be filed) 100 West 93rd Street, 16th Floor New York, New York 10025 Telephone: (212) 643-0500 Email: mreese@reesellp.com cramirez@reesellp.com 6 7 8 9 10 11 12 13 14 REESE LLP George V. Granade (Cal. State Bar No. 316050) 8484 Wilshire Boulevard, Suite 515 Los Angeles, California 90211 Telephone: (310) 393-0070 Email: ggranade@reesellp.com 17 SHEEHAN & ASSOCIATES, P.C. Spencer Sheehan (Pro hac vice to be submitted) 505 Northern Blvd Ste 311 Great Neck New York 11021-5101 Telephone: (516) 303-0552 Email: spencer@spencersheehan.com 18 Counsel for Plaintiff and the Proposed Class 15 16 19 20 21 22 23 24 25 26 27 28 15 Case 2:20-cv-00848-KJM-KJN Document 1 Filed 04/24/20 Page 17 of 17 1 AFFIDAVIT OF MICHAEL R. REESE 2 PURSUANT TO CALIFORNIA CIVIL CODE § 1780 3 Michael R. Reese declares: 4 1. 5 6 I am an attorney duly admitted to practice before this Court. I am a partner in the law firm of Reese LLP, attorneys of record for Plaintiff Amanda Caudel. 2. I am one of the attorneys principally responsible for the handling of this matter. I 7 am personally familiar with the facts set forth in this declaration, and if called as a witness, I 8 could and would competently testify to the matters stated herein. 9 3. This action has been commenced in a county described in California Civil Code 10 section 1780 as a proper place for the trial of the action. The transactions or a substantial portion 11 thereof occurred in Solano County, California. 12 13 14 I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on April 24, 2020, at New York, New York 15 /s/ Michael R. Reese Michael R. Reese 16 17 18 19 20 21 22 23 24 25 26 27 28 16