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Justia Dockets & Filings Sixth Circuit Michigan Eastern District LIBERTY MUTUAL INSURANCE CO. v. DeVere Construction Co., Inc. et al Filing 120
LIBERTY MUTUAL INSURANCE CO. v. DeVere Construction Co., Inc. et al
OPINION AND ORDER Granting Plaintiff's 100 Motion for Summary Judgment and 102 Motion to Strike Affirmative Defenses and Entering Judgment as to Count One. (Status Report due by 5/29/2017.) Signed by District Judge Thomas L. Ludington. (Sian, M)
UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN NORTHERN DIVISION LIBERTY MUTUAL INSURANCE CO., Plaintiff, v. Case No. 16-cv-10423 Honorable Thomas L. Ludington DEVERE CONSTRUCTION CO., INC., et al., Defendants. _______________________________________/ OPINION AND ORDER GRANTING PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT AND MOTION TO STRIKE AFFIRMATIVE DEFENSES AND ENTERING JUDGMENT AS TO COUNT ONE Plaintiff Liberty Mutual Insurance Company ("Liberty Mutual") provided a number of payment and completion bonds to Defendants, a variety of construction companies1 with contracts to complete a number of projects for the State of North Carolina and North Carolina counties and local municipalities. After Defendants experienced cash-flow problems, Liberty Mutual received a number of claims from labor and material providers alleging that Defendants had failed to pay them. On February 5, 2016, Liberty Mutual filed suit against Defendants. ECF No. 1. In the complaint, Liberty Mutual identifies eleven claims: breach of contract, exoneration and quia timet, specific performance of the indemnity agreement, breach of trust fund provisions, breach of statutory trust fund provision, common law conversion, statutory conversion, fraud/misrepresentation, constructive fraud/misrepresentation, fraudulent conveyance, and constructive fraudulent conveyance. 1 Although suit was originally brought against both the Defendant companies and the owners of the companies in their individual capacity, the owners have all sought bankruptcy protection. According, Liberty Mutual is seeking partial summary judgment against the Defendant companies only. On March 14, 2016, Liberty Mutual filed a motion for a preliminary injunction to prevent Defendants from transferring assets and require Defendants to post collateral security. ECF No. 21. That motion was provisionally granted on April 14, 2016. ECF No. 41. After limited discovery occurred, the Court issued an order that granted Plaintiff's motion for a preliminary injunction and ordered Defendants to post collateral in the amount of $12,500,000. ECF No. 56. After Defendants did not post collateral, the Court issued another order which again directed Defendants to post collateral and imposed daily sanctions of $2,500 for each day that passed before collateral was posted. ECF No. 70. Defendants filed a motion for reconsideration of that order, arguing that they were unable to afford to post the collateral as directed. They further argued that they did not wish to declare bankruptcy and requested that the Court "supervise the orderly liquidation" of the Defendants' assets. ECF No. 72. That motion was denied. ECF No. 85. Now, Liberty Mutual has filed a motion for partial summary judgment and a motion to strike Defendants' amended affirmative defenses. ECF Nos. 100, 102. For the reasons stated below, those motions will be granted. I. Many of the material facts are not disputed by the parties. Plaintiff Liberty Mutual is an insurance company which, among other things, acts as a surety for significant payment and completion bonds for government construction contractors.2 Defendants are a number of construction companies which entered into various contracts for public construction contracts in North Carolina. This case arises out of a number of payment and completion bonds which Liberty Mutual provided to Defendants for those projects. See Compl. at 4–7, ECF No. 1. 2 North Carolina law requires construction contractors to obtain payment and performance surety bonds in order to guarantee payment of subcontracts and material providers as well as performance on construction contracts for North Carolina governmental entities. -2- A. The parties entered into a General Agreement of Indemnity on July 29, 2010. See GAI, ECF No. 104, Ex. B. The GAI was comprehensive in scope. Several of the most relevant provisions will be reproduced here. Within the document, the Defendants are identified as the "Indemnitors," and "Principals," while Liberty Mutual is identified as the "Surety." Id. at 1. The GAI obligated Defendants to indemnify Liberty Mutual for any losses sustained as a result of its surety agreement: The Indemnitors shall exonerate, hold harmless, indemnify, and keep indemnified the Surety from and against any and all liability for losses, fees, costs, and expenses of whatsoever kind or nature, including, but not limited to pre- and postjudgment interest at the maximum rate permitted by law accruing from the date of a breach of this Agreement or a breach of any other written agreements between or for the benefit of the Surety and the Idemnitor(s) and/or Principal(s), court costs, counsel fees, accounting, engineering and other outside consulting fees and from and against any and all such losses, fees, costs and expenses which the Surety may sustain or incur: (1) by reason of being requested to execute or procure the execution of any Bond; or (2) by having executed or procured the execution of any Bond; or (3) by reason of the failure of the Indemnitors or Principals to perform or comply with any of the covenants and conditions of this Agreement or Other Agreements; or (4) in enforcing any of the covenants and conditions of this Agreement or Other Agreements. Id. at 1, ¶ 2. Under the agreement, Defendants are required to pay Liberty Mutual collateral security upon demand: If Surety determines, in its sole judgment, that potential liability exists for losses and/or fees, costs, and expenses for which the Indemnitors and Principals will be obliged to indemnify the Surety, promptly upon demand, a sum of money equal to an amount determined by the Surety or collateral security of a type and value satisfactory to the Surety, to cover that liability, whether or not the Surety has: (a) established or increased any reserve; (b) made any payments; or (c) received any notice of any claims therefor. Id. -3- The Indemnity provision also provides that: In the event of any payment by the Surety, the Indemnitors and Principals further agree that in any accounting between the Surety and the Principals, or between the Surety and the Indemnitors, or either or both of them, the Surety shall be entitled to charge for any and all disbursements made by it in good faith in and about the matters herein contemplated . . . and that the vouchers or other evidence of any such payments made by the Surety shall be prima facie evidence of the fact and amount of the liability to the Surety. Id. (emphasis added). In the GAI, the Defendants agreed to "assign, transfer, pledge, and convey to the Surety and agree to use their best efforts to cause the Principals to assign, transfer, pledge, and convey to the Surety as collateral security for the full performance of the covenants and agreements herein contained, . . . the following": (a) all the right, title and interest of the Indemnitors and/or Principals in, and growing in any manner out of, all contracts referred to in the Bonds, or in, or growing in any manner out of the Bonds . . . (d) all actions, causes of actions, claims and demands whatsoever which the Indemnitors and/or Principals may have or acquire against any subcontractor, laborer or materialmen, or any person furnishing or agreeing to furnish or supply labor, material, supplies, machinery, tools, or other equipment in connection with or on account of any and all contracts referred to in the Bonds; and against any surety or sureties of any subcontractor, laborer or materialmen. Id. at 1, ¶ 3. In the event of Defendants' default on one of the bonded contracts, the GAI provided that Liberty had the right to "takeover" and complete the project at Defendants' expense: In the event of the following: breach, default, or termination asserted by the obligee in any Bond; any Principal's abandonment of the work or forfeiture of any contract covered by the Bond, any Principal's failure to pay obligations incurred in connection therewith . . . then the Surety shall have the right, at its option and in its sole discretion and is hereby authorized, with or without exercising any other right or option conferred upon it by law or under the terms of this Agreement, to take possession of any part or all of the work under any contract or contracts covered by the Bonds . . . at the expense of the Indemnitors and Principals, to complete or arrange for the completion of the same, and the -4- Indemnitors and Principals shall promptly, upon demand, pay the Surety for all losses, fees, costs and expenses so incurred. Id. at 2, ¶ 5. The Defendants waived any right to notice of default or execution of any bonds governed by the agreement. Id. at 3, ¶ 10. The GAI further provided that all of Defendants' "interest, title and rights in any contract or undertaking referred to in any Bond" were to be "held as a trust fund" which "shall inure to the benefit of the Surety for any liability or loss it may have to sustain under any Bond." Id. at 3, ¶ 11. Importantly, the GAI gave Liberty Mutual the right to settle claims in its sole discretion unless Defendants provided collateral security: The Surety shall have the right, at its option and sole discretion, to adjust, settle or compromise any claim, demand, suit or judgment upon any Bond, unless any Indemnitor or Principal, providing a reasonable legal basis therefor, shall request the Surety to litigate such claim or demand, or to defend such suit, or to appeal from such judgment, and shall deposit with the Surety, at the time of such request, cash or collateral satisfactory to the Surety in kind and amount to be used in paying any judgment or judgments rendered or that may be rendered, with interest, costs, expenses and attorneys' fees, including those of the Surety. Id. at 3, ¶ 13. Similarly, the GAI appointed Liberty Mutual as Defendants' attorney-in-fact "with the full right and authority, but not the obligation, to exercise all the rights of the Indemnitors and Principals assigned, transferred, and set over to the Surety in this Agreement, with full power and authority to execute on behalf of and sign the name of any Indemnitor and/or Principal." Id. at 3– 4, ¶ 18. That power extended to any document which needed to be executed "in order to give full effect not only to the intent and meaning of the within assignments, but also to the full protection intended to be herein given to the Surety under all other provisions of this agreement." Id. Further the Defendants agreed to prospectively "ratify and confirm all acts and actions taken and -5- done by the surety as such attorney-in-fact and agree to protect and hold harmless the Surety for acts herein granted as attorney-in-fact." Id. B. While in the process of completing numerous large-scale construction projects for North Carolina counties and municipalities, Defendants ran into cash flow problems. According to Defendants, the North Carolina Department of Transportation withheld payment on completed projects and asserted liquidated damages claims "in hopes of reducing the large payable" which Defendants had accrued against the North Carolina Department of Transportation. Def. Resp. at 5, ECF No. 110. Regardless of the reason, Liberty Mutual received numerous claims on the bonds alleging that Defendants were not paying their bills. On November 24, 2015, Dick Crittenden, owner of one of the Defendants, sent Liberty Mutual a letter. Crittenden Letter, ECF No. 104, Ex. E. In the letter, Crittenden referenced Defendants' unfavorable cash flow situation and requested additional loans from Liberty Mutual. Id. at 1. Crittenden explained that, barring financial assistance from Liberty Mutual, the Defendants would "have no choice but to stop work on these projects." Id. Crittenden stated: "If in fact Liberty wishes to have DeVere continue to work on these projects, we are happy to cooperate and will do everything we can do to minimize the cost." Id. Crittenden informed Liberty Mutual that Defendants' only "real asset of value" remaining was twenty-one million dollars in pending receivables due from the Department of Transportation. Id. at 2. The letter then provided an estimate of the funds necessary to complete the projects. Id. at 3–4. In response to Defendants' financial circumstances, the parties agreed to a "Memorandum of Understanding" whereby Liberty Mutual would advance money to "finance Devere's continued operation to complete the Bonded Projects." Mem. Understanding, ECF No. -6- 104 at 6, Ex. F. At the same time the Memorandum of Understanding was executed, Defendants provided letters which advised that Defendants were defaulting on all their construction projects with North Carolina governmental entities. See Letters of Default, ECF No. 104, Ex. F. According to Defendants, Liberty Mutual delayed providing financial assistance for nine weeks. By that point, subcontractors had demobilized from the projects and began filing payment bond claims. Defendants further alleged that Liberty Mutual refused to cooperate with Defendants in prosecuting collection of Defendants' outstanding accounts receivables. According to Liberty Mutual, negotiations regarding extension of additional funds were unsuccessful because Defendants were requesting financing conditions that Liberty Mutual was unwilling to accept. On January 27, 2016, Liberty Mutual sent a letter formally rejecting Defendants' proposed financing terms and providing notice of default on the bonds. Sebastian Letter, ECF No. 104, Ex. I. In that letter, Liberty Mutual also requested that collateral security in the amount of $12,500,000.00 be posted. Id. at 7. To date, Defendants have not indemnified Liberty Mutual nor posted collateral, despite Liberty Mutual's entitlement to collateral under the GAI and this Court's multiple orders directing Defendants to post collateral. Defendants' primary objection is that Liberty Mutual "did not consult with DeVere or staff in the negotiation and settlement process and did not present settlement proposals for review and input prior to final acceptance of the same." Def. Resp. at 9. II. A motion for summary judgment should be granted if the "movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). The moving party has the initial burden of identifying where to look -7- in the record for evidence "which it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). The burden then shifts to the opposing party who must set out specific facts showing "a genuine issue for trial." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250 (1986) (citation omitted). The Court must view the evidence and draw all reasonable inferences in favor of the non-movant and determine "whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law." Id. at 251–52. III. Liberty Mutual requests summary judgment on Count I of its complaint only: breach of contract by failure to indemnify or provide collateral. Liberty Mutual also requests that Defendants' affirmative defenses related to the breach of contract claim be stricken because they are legally untenable. Those motions will be granted. A. The provisions of the GAI unambiguously entitle Liberty Mutual to both indemnification of losses and the posting of collateral. See GAI at 1, ¶ 2 ("The Indemnitors shall exonerate, hold harmless, indemnify, and keep indemnified the Surety from and against any and all liability for losses, fees, costs, and expenses of whatsoever kind of nature . . . If Surety determines, in its sole judgment, that potential liability exists for losses and/or fees, costs, and expenses for which the Indemnitors and Principals will be obliged to indemnify the Surety, promptly upon demand, a sum of money equal to an amount determined by the Surety or collateral security of a type and value satisfactory to the Surety, to cover that liability."). Defendants do not dispute that they have not indemnified Liberty Mutual or posted collateral. Likewise, Defendants do not dispute that Liberty Mutual has suffered financial losses -8- as a result. Rather, Defendants assert only two arguments: that there are material issues of fact regarding the amount of damages Defendants have suffered and that Liberty Mutual's claim for collateral security is premature. Neither argument has merit. First, Defendants argue that Liberty Mutual has not provided "proper documentation" of the costs or expenses it has incurred. Def. Resp. at 11. Defendants acknowledge that Liberty Mutual has provided a declaration from its claims counsel summarizing Liberty Mutual's losses, but argue that the declaration is not sufficient to substantiate Liberty Mutual's request for damages. In response, Liberty Mutual points to the provision in the GAI which provides that "vouchers or other evidence of any such payments made by the Surety shall be prima facie evidence of the fact and amount of the liability to the Surety." GAI at 1, ¶ 2. Defendants attempt to sidestep that provision by asserting that "by definition, prima facie evidence is not conclusive and subject to rebuttal." Def. Resp. at 11. That is true, but Defendants have not produced any affirmative evidence which would undermine the prima facie evidence Liberty Mutual has presented. "Provisions in indemnity agreements granting to the indemnitor the right to compromise and settle claims, and providing that vouchers and other evidence of payment shall be prima facie evidence of the propriety thereof, have been upheld as not against public policy and enforced by the courts." Transamerica Ins. Co. v. Bloomfield, 401 F.2d 357, 362 (6th Cir. 1968).3 These provisions are meant to "facilitate the handling of settlements by sureties and obviate unnecessary and costly litigation." Id. at 363. Against this background, Defendants argue that Liberty Mutual had an obligation to present evidence of its losses beyond the declaration. That is not so. The purpose of allowing a 3 In Bloomfield, the indemnity provision was substantially identical to the provision in the GAI here: "'the voucher or other evidence of such payment shall be prima facie evidence of the propriety thereof and of the Indemnitor's liability therefor to the Company.'" Id. at 359 n.1. -9- declaration to serve as prima facie evidence is to free sureties from the burden of exhaustively documenting every aspect of its damages from primary documents. Liberty Mutual has provided a declaration which, under the unambiguous terms of the GAI, is prima facie evidence of its losses.4 The burden thus rests with Defendants to rebut that prima facie case by presenting affirmative evidence of bad faith. See Scott v. Harris, 550 U.S. 372, 380 (2007) ("When the moving party has carried its burden [at summary judgment], its opponent must do more than simply show that there is some metaphysical doubt as to the material facts.") (citations omitted). Defendants argue that the declaration provided by Liberty Mutual, which asserts $23,274,628.13 in losses, is contradicted by another spreadsheet provided to Defendants on November 11, 2016, which reflected that Liberty Mutual has sustained only $19,740,279.29 in losses. Compare Spreadsheet of Losses, ECF No. 104, Ex. K, with November 2016 Email and Spreadsheet, ECF No. 110, Ex. B. This argument falls far short of rebutting the prima facie case of damages that Liberty Mutual has established. The spreadsheet Defendants rely upon as revealing the contradiction was provided on November 11, 2016. The declaration of losses now relied upon by Liberty Mutual was filed with its motion for summary judgment on December 9, 2016. The fact that Liberty Mutual's losses increased over a one month period does not suggest a contradiction in Liberty Mutual's numbers. Defendants have not presented any evidence of a contradiction in Liberty Mutual's asserted losses, much less evidence of bad faith. Defendants also attempt to argue that because Liberty Mutual avers that its damages will increase in the future, there is no conclusive evidence of Liberty Mutual's current damages. The fact, however, that more damages will be sustained in the future does not mean that Liberty Mutual cannot quantify the damages it has already sustained. Defendants assert that Liberty 4 The sufficiency of the declaration is further revealed by the fact that the declaration included a sixteen page spreadsheet which provides details of every claim made to Liberty Mutual and revealing the total of claims made to be $23,274,628.13. See Spreadsheet of Losses, ECF No. 104, Ex. K. - 10 - Mutual will settle claims in the future that will decrease its overall damages. But Defendants do not try to substantiate that argument. Given the substantial amount of claims against Liberty Mutual, it seems exceedingly likely that Liberty Mutual's losses in the future will rise, not fall. Again, and most importantly, Defendants have not presented affirmative evidence to the contrary and thus have not rebutted Liberty Mutual's prima facie case. Third, Defendants argue that the consultant and attorney fees which Liberty Mutual includes in its damages are excessive and unreasonable.5 However, the GAI clearly provides that Defendants are liable for all consulting and attorney fees that Liberty Mutual incurs as a result of a breach of the agreement. GAI at 1, ¶ 2. Thus, the declaration would also provide prima facie evidence of the validity and good faith of those expenses as well. See id. See also Bloomfield, 401 F.2d at 362 ("The surety was authorized to incur expense for investigating and defending the claims asserted against it and to employ accountants, attorneys and investigators to perform this service."). There is, as Defendants argue, a requirement under Michigan law that attorney fees awards be reasonable. See Smith v. Khouri, 481 Mich. 519, 528 (2008). However, Defendants have produced no affirmative evidence of excessiveness or unreasonableness. As already explained, the contractual provisions whereby declarations constitute prima facie evidence of losses sustained in good faith have been upheld by courts as consistent with public policy. If Liberty Mutual were required to specifically document all of its consulting and attorney fees expenses, the reason for the prima facie provision of the GAI would be undermined. Because Defendants have not provided any evidence to rebut the prima facie case that the attorney fees and consulting fees that Liberty Mutual is seeking are reasonable, there is no genuine issue of fact regarding those fees. See also State Auto. Mut. Ins. Co. v. Reschke, No. 206-CV-15410, 2008 5 Defendants assert that Liberty Mutual is seeking $628,122.97 for work provided by Boyle Consulting Group, Inc., $1,132,119.47 for work provided by Meridian Consulting Group, and $792,239.42 for work provided by Watt, Tieder, Hoffar & Fitzgerald, LLP, law firm. - 11 - WL 4937971, at *5 (E.D. Mich. Nov. 14, 2008) (rejecting the argument that professional and consulting fees were excessive because the defendant had not provided evidence "from which a rational jury could find for the defendant"). Finally, Defendants argue that Liberty Mutual's claim for the posting of collateral security is premature. In support, Defendants cite Safeco Ins. Co. of Am. v. Oakland Excavating Co. for the proposition that "[d]emand by the surety of collateral is a condition precedent to suit." No. 208-CV-10546, 2009 WL 1658404, at *4 (E.D. Mich. June 12, 2009). That is true, but Defendants cannot reasonably argue that no collateral demand was made. On January 27, 2016, a representative of Liberty Mutual sent a letter demanding collateral. Sebastian Letter, ECF No. 104, Ex. I. Defendants admit that the letter was sent, but argue that it was only received by former counsel of Defendants, not the principals themselves. Liberty Mutual has provided FedEx receipts which demonstrate that each individual Defendant received a copy of the letter. See ECF No. 114, Ex. 1. More importantly, this Court has twice ordered Defendants to produce collateral. Defendants' argument that they have not received notice of a collateral demand is without merit. In short, the terms of the GAI unambiguously entitle Liberty Mutual to the damages it seeks. Under the GAI provisions, Liberty Mutual has provided prima facie evidence of its damages. Defendants have not produced affirmative evidence to rebut that prima facie case. Thus, summary judgment is appropriate. B. In its motion to strike affirmative defenses, Liberty Mutual argues that Defendants' affirmative defenses to Liberty Mutual's breach of contract claim are not legally cognizable and should be stricken. In response to the motion, Defendants argue that it should be denied because it is untimely. But Defendants do not argue that the affirmative defenses have legal merit. - 12 - Certainly, Defendants have not raised these affirmative defenses in opposition to Liberty Mutual's motion for summary judgment on the breach of contract claim. Thus, it is ultimately irrelevant whether those affirmative defenses might have been meritorious: they were not raised in opposition to the motion for summary judgment.6 To the extent Defendants raised these affirmative defenses in opposition to the motion for summary judgment, they have been rejected. To the extent these arguments were not raised, they are now moot. In either circumstance, the affirmative defenses are deficient as a matter of law. They will be stricken. C. Having concluded that Liberty Mutual has conclusively demonstrated its entitlement to damages under the GAI, the only remaining question is whether judgment in the amount of the established damages will be entered now. Liberty Mutual requests that judgment be entered in the amount of the currently substantiated damages and that it be given leave to file a motion for an amended judgment once the final amount of its damages is known. In support of this request, Liberty Mutual cites Travelers Cas. & Sur. Co. of Am. v. J.O.A. Const. Co., No. 07-13189, 2009 WL 928848, at *4 (E.D. Mich. Mar. 31, 2009), aff'd, 479 F. App'x 684 (6th Cir. 2012), and aff'd, 479 F. App'x 684 (6th Cir. 2012). In Travelers, the court granted the plaintiff's request to "file a motion for an amended judgment for any additional claims received or any additional losses, costs, expenses, or fees incurred by the Plaintiff after June 30, 2008 that are related to the Agreement." Id. Identical relief was provided in Reschke, 2008 WL 4937971, at *7. Defendants 6 It should be further noted that the provisions of the GAI, quoted above, unambiguously provide Liberty Mutual with the right to settle the affirmative claims without needing to provide notice to or cooperate with Defendants. If Defendants had presented evidence indicating that Liberty Mutual had settled claims in bad faith, summary judgment might not be appropriate. But as already explained, Defendants have not presented any such evidence. Further, the fact that Defendants have not posted collateral after having been ordered to undermines any argument regarding bad faith they might make. See Great Am. Ins. Co. v. E.L. Bailey & Co., Inc., 841 F.3d 439, 448 (6th Cir. 2016) (holding that the defendant's failure to post collateral undermined its arguments regarding bad faith). See also Liberty Mut. Ins. Co. v. Aventura Eng'g & Const. Corp., 534 F. Supp. 2d 1290, 1316 (S.D. Fla. 2008) (explaining that "several courts have held that a principal's failure to post collateral defeats the defense of bad faith" and collecting cases). - 13 - have not addressed this request by Liberty Mutual except to argue that because Liberty Mutual's damages will rise, the amount of its current loss is undeterminable. Given Liberty Mutual's clear entitlement to damages under the GAI, however, it would be inequitable to require it to wait until it has resolved all pending claims against it before entering judgment against Defendants. The bonds in this case cover a wide variety of complex construction projects. The claims process is intricate and time-consuming. Because Liberty Mutual has adequately demonstrated its damages as of December 9, 2016, judgment will be entered in that amount. Because Liberty Mutual will also be entitled to damages in the as-yet undetermined amount of its final losses, it will be granted leave to file a motion for an amended judgment. Liberty Mutual shall be ordered to file a status report once every three months updating the Court and Defendants on the progress of its attempts to resolve all remaining claims, including an updated spreadsheet listing its current damages. IV. Accordingly, it is ORDERED that Liberty Mutual's motion for partial summary judgment, ECF No. 100, is GRANTED. It is further ORDERED that Liberty Mutual's motion to strike affirmative defenses, ECF No. 102, is GRANTED. It is further ORDERED that Defendants' affirmative defenses of Mitigation of Damages, Unreasonable/Unrecoverable Costs, Bad Faith, No Liability for Payments, and Release are STRICKEN to the extent they are advanced against Liberty Mutual's claim for breach of contract. It is further ORDERED that, in accordance with Federal Rules of Civil Procedure 54, 55, and 58, on Count One of Liberty Mutual's Complaint against Defendants, judgment on Count - 14 - One of Liberty Mutual's Complaint is entered in favor of Plaintiff Liberty Mutual and against the company Defendants in the amount of $23,274,628.13. It is further ORDERED that Liberty Mutual is DIRECTED to submit a status report on or before May 29, 2017, indicating the progress made towards full resolution of all remaining claims and including an updated spreadsheet. Dated: February 28, 2017 s/Thomas L. Ludington THOMAS L. LUDINGTON United States District Judge PROOF OF SERVICE The undersigned certifies that a copy of the foregoing order was served upon each attorney or party of record herein by electronic means or first class U.S. mail on February 28, 2017. s/Michael A. Sian MICHAEL A. SIAN, Case Manager - 15 -


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text:
Els Nuu-chah-nulth o nootka són una tribu índia que parlen llengües wakash, però que s'anomena a si mateixa aht "bo". Es divideixen en dos grups:
 La confederació de tribus del Nord: els Nitinat (dividits en les tribus toquaht, ucluelet, hesquiaht, ahousat i tia-o-qui-aht), Clayaquot, Kyuquot i Mooachath.
 Els makah, makaw o mikaw.

Localització
Vivien entre el cap Cook i Saint Simon Point, a l'illa de Vancouver (Colúmbia Britànica), i el cap Flattery (Washington). Actualment es divideixen en dos grups:
 Nitinat, a l'illa de Vancouver.
 Makah, al cap Flattery, a la Reserva Makah de Washington.

Demografia
James Cook en va calcular el 1780 uns 8.000 individus, però baixaren a 2.600 el 1910, i augmentarien altre cop a 3.500 a Canadà i 500 a Washington el 1970 (453 el 1960). Segons Asher, el 1980 hi havia 3.500 nitinat (dels quals només 500 parlaven la llengua) i 600 makah (dels quals només 200 parlaven la llengua). Tanmateix, el 1990 n'hi havia 6.000 a Colúmbia Britànica i 1.200 a Washington.
Segons el cens canadenc del 2000, a Colúmbia britànica eren agrupats en el Nuu-chah-nulth Tribal Council, que aplega les reserves d'Ahousaht (1.737 h), Tla-o-qui-aht (849 h), Ehattesaht (282 h), Hesquiaht (648 h), Ka:'yu:'k't'h'/Che:k:tles7et'h' (477 h), Mowachaht (519 h), Nitinaht (663 h), Nuchatlaht (146 h), Ohiaht (575 h), Opetchesaht (890 h), Pacheenaht (257 h) Toquaht (111 h), Port Renfrew (257 h), Seshaht (694 h), Uchucklesaht (173 h) i Ucluelet (604 h). En total, 8.882 individus.
Segons el cens dels EUA del 2000, n'hi havia 2.005 makah purs, 58 barrejats amb altres tribus, 413 barrejats amb altres races i 12 barrejats amb altres races i altres tribus. En total, 2.488 individus. Segons dades de la BIA, a la reserva Makah de Washington hi havia 1.753 habitants (2.126 en el rol tribal).

Bandes Nuu-chah-nulth
Les principals bandes Nuu-chah-nulth actuals són:
Ahousaht First Nation: sorgida de la unió el 1951 de les Ahousaht i Kelsemeht;
Ditidaht;
Ehattesaht First Nation;
Hesquiaht First Nation;
Kyuguot;
Mowachaht/Muchalaht First Nations: conegudes com la Banda Nootka;
Nuchatlaht First Nation;
Huu-ay-aht: (o també Ohiaht);
Opetchesaht;
Pacheedaht First Nation;
Tla-o-qui-aht First Nations: també Clayoquot;
Toquaht First Nation;
Tseshaht First Nation;
Uchucklesaht First Nation;
Ucluelet First Nation.

Costums
Hi havia 23 tribus que ocupaven del cap Cook fins a Pt St John. Vivien en cases rectangulars de posts de cedre, comunals i guarnides per pals totèmics. Llur cultura és semblant i relacionada a la dels kwakiutl i tlingit, i es dividien en grups socials independents que es reunien en viles d'hivern. Aquestes viles més tard es confederaven i a l'estiu anaven a la costa a pescar i a caçar. També atacaven les tribus veïnes per a aconseguir botí i fer tràfic d'esclaus.
Caçaven balenes amb un bot llarg de fusta tallada i amb arpons de línies llargues i flotadors de pell de foca. L'arponer tenia un major rang i el càrrec esdevenia alhora un ritu i un heretatge. També es vestien amb barrets de forma cònica i mantes de pell molt ricament guarnides. Vivien orientats al mar, però també aplegaven baies i arrels del bosc, i comerciaven.

Llurs rituals religiosos, per relació cultural, recordaven als dels inuits i aleut. Celebraven el Ritual de la Balena i la Dansa dels Xamans, reencarnació del segrest de llur antecessor mitjançant dons sobrenaturals. Duien petxines penjades als nassos foradats, i també celebraven el Tamanwa, drames religiosos amb llegendes mitològiques, i els potlacht (del nootka patshatl, "donar"), cerimònia de danses i festes amb repartiment de presents de manera exagerada.
D'altres cerimònies eren la Klookwana (nootka) o Klookwalli (makah), en la qual els llops s'enduien els iniciats i els altres participaven en les danses per a fer-los tornar.

Història
El primer europeu que els va visitar fou l'espanyol Juan de Fuca el 1592, però no tornaren a ser visitats fins a l'expedició de Joan Perés el 1774, quan anglesos i espanyols es disputaven la regió. El 1778 foren visitats per James Cook, qui el 1780 va fer el primer mapa de la regió. Fins al 1788 l'anglès John Meares no va fer el primer post comercial, a Nootka Sound.

Entre 1790 i 1792 el tortosí Pere d'Alberní es va establir a Nootka Sound amb la Primera Companyia de Voluntaris de Catalunya. Va fer les primeres descripcions sistemàtiques i va rebullir el primer vocabulari. La regió fou objecte de disputes entre Anglaterra i Espanya fins a la Convenció de Nootka del 1794, que va atribuir la zona als britànics. El 1792-1794 l'anglès George Vancouver va visitar l'illa i la batejà amb el seu nom.

El 1803 van massacrar un vaixell britànic, el Boston, però el 1805 es cristianitzaren, tot i que el 1811 ho van repetir amb el Tonquin, i el 1855 signaren un tractat junt amb els makah a Neah Bay, pel qual se'ls cedia el mateix territori llevat als makah, que foren confinats a les reserves Makah i Ozette de Washington, i posats sota tutela de l'Agència Taholah de la BIA.

El 1843 es va crear el Territori de la Colúmbia Britànica, que des del 1860 formaria part del Dominion del Canadà, i començaren a enviar missioners cristians als nootka. El 1849 s'inicià la colonització britànica a Vancouver, cosa que els comportà alcoholisme, malalties venèries, prostitució, aculturació i subproletarització. Els de Washington, a les seccions Makah i Ozette (passaren de 2000 el 1806 a 399 i 36 el 1905), el 31 de gener del 1855 els obligaren a cedir les terres de l'Estret de Juan de Fuca i el 1890 foren internats en reserves.
El 1921 es produïren molts arrestaments entre ells a Vancouver per les lleis canadenques antipotlacht.
El 1994 el govern de la Colúmbia britànica autoritzà la tala del 62% dels boscos de Clayaquot Sound (Vancouver) a la MacMillan Bloedel Co (unes 350.000 hectàrees). El cap dels tia-oqui-aht, Frances Frank, critica el fet que els nutka són el 40% dels habitants de la zona, però que només tenen el 0,4% del territori. Reben el suport de Greenpeace.

Bibliografia
 Ellis, David, W.; & Swan, Luke. (1981). Teachings of the tides: Uses of marine invertebrates by the Manhousat people. Nanaimo, British Columbia: Theytus Books.
 Hoover, Alan L. (Ed.). (2002). Nuu-chah-nulth voices: Histories, objects & journeys. Victoria, B. C.: Royal British Columbia Museum.
 Kim, Eun-Sook. (2003). Theoretical issues in Nuu-chah-nulth phonology and morphology. (Doctoral dissertation, The University of British Columbia, Department of Linguistics).
 McMillian, Alan D. (1999). Since the time of the transformers: The ancient heritage of Nuu-chah-nulth, Ditidaht, and Makah. Vancouver: UBC Press.
 Sapir, Edward. (1938). Glottalized continuants in Navaho, Nootka, and Kwakiutl (with a note on Indo-European). Language, 14, 248-274.
 Sapir, Edward; & Swadesh, Morris. (1939). Nootka texts: Tales and ethnological narratives with grammatical notes and lexical materials. Philadelphia: Linguistic Society of America.
 Sapir, Edward; & Swadesh, Morris. (1955). Native accounts of Nootka ethnography. Publication of the Indiana University Research Center in Anthropology, Folklore, and Linguistics (No. 1); International journal of American linguistics (Vol. 21, No. 4, Pt. 2). Bloomington: Indiana University, Research Center in Anthropology, Folklore, and Linguistics. (Reprinted 1978 in New York: AMS Press, ).
 Shank, Scott; & Wilson, Ian. (2000). Acoustic evidence for ʕ as a glottalized pharyngeal glide in Nuu-chah-nulth. In S. Gessner & S. Oh (Eds.), Proceedings of the 35th International Conference on Salish and Neighboring Languages'' (pp. 185-197). UBC working papers is linguistics (Vol. 3).

Enllaços externs

 Pàgina dels Nuu-chah-nulth
 Bibliografia de Materials de la llengua Nuuchanulth
 Nuuchahnulth (Nootka)
 Nuuchahnulth Example Text

Grups humans amerindis del Canadà
Colúmbia Britànica

redpajama_set_name: RedPajamaWikipedia


Most merger control regimes provide for so-called stand-still obligations, i.e. the parties cannot implement the transaction until the necessary merger clearances have been received from the relevant competition authorities. This means in particular that the acquiring company cannot starting controlling the target's business prior to closing - no "gun jumping" is allowed.
Competition authorities have become increasing active in this space. At the same time the criteria for assessing what exactly constitutes illegal gun-jumping (as opposed to permitted integration planning) are not entirely clear and can vary by jurisdiction.
Other jurisdictions where authorities have recently imposed gun-jumping fines include the US, Brazil and China.
At EU court level, Marine Harvest recently decided to appeal before the European Court of Justice (EUCJ) a decision from the EU General Court to uphold a €20 million fine imposed by the EU Commission for gun-jumping / failure to notify in relation to acquiring a de facto control stake in Morpol. And then there is the EY/KPMG case which a Danish commercial court referred to the EUCJ in December 2016, essentially asking the EUCJ to clarify the scope of the standstill obligation in Article 7(1) of the EU Merger Regulation.
In the context of a merger between auditing firms Ernst & Young (EY) and KPMG Denmark (KPMG DK), KPMG DK gave notice to terminate its membership agreement with KPMG International at the time of the deal announcement in November 2013, i.e. before clearance from the Danish Competition and Consumer Authority (DCCA) was obtained. The termination notice was irreversible as neither EY nor KPMG DK could individually or jointly rescind it. KPMG International and KPMG DK ended their cooperation, effective as of June 2014, after the DCCA had cleared the deal in May 2014. In December 2014, the DCCA issued a decision finding that the transaction had been implemented prematurely by giving notice to terminate KPMG DK's membership in the international KPMG network at the time of deal announcement. In June 2015 EY appealed the DCCA's decision before the Danish Maritime and Commercial Court.
KPMG's notice of termination had an inherent potential for market effects as the future of KPMG DK as a Danish audit firm outside of KPMG's international network would have been uncertain if the merger were to be blocked.
The EU Commission sided with the DCCA on the above at an oral hearing before the EUCJ in November 2017.
None of the criteria suggested by the DCCA are of relevance for determining the scope of the standstill obligation (paras 47 et seq).
The opinion from AG Wahl shows that the debate on the scope of the stand-still obligation is far from over and further clarification is necessary so that companies have more legal certainty for any integration planning between signing and closing while the regulatory process is still on-going. It remains to be seen whether the EUCJ will follow the AG's opinion in its judgement - watch this space!
AG Nils Wahl: "[The stand-still obligation] (...) does not affect measures which, although taken in connection with the process leading to a concentration, precede and are severable from measures actually leading to the acquisition of [control over] the target undertaking."


In addition to the social groups identified by Noreña, we should recognize the imperial family and the court, its personnel, and its social dynamics as major factors in how power worked during the principate. Relatives with 'dynastic' credentials joined ambitious aristocrats as potential pretenders to the throne.11 (Nero kills off in cold blood one such, Junius Torquatus Silanus, in our set text: see Annals 15.35 and Section 5 below.) The daily proximity to the emperor turned female figures of the court (mothers, wives, mistresses) into potential power brokers but also potential victims of imperial whim: Agrippina and Poppaea are prime examples of both in Tacitus' Nero-narrative. The same is true of the emperor's closest advisors and high-ranking members of his staff, frequently highly skilled (and highly loyal) freedmen. Senatorial sources tend to look askance at such – from a republican point of view – 'interlopers' in the Roman field of power. Neither women nor freedmen shared in political decision-making in republican times, but now could wield greater influence than many a distinguished senator, simply because they had easy access to, and the ear of, the emperor. The same goes for the prefect of the Praetorian Guard, the bodyguard of the emperor and the most significant military presence in the city of Rome.
The relation between the emperor and the senatorial ordo, i.e. the politically active members of the élite, was especially fraught, and for various reasons. In comparison with republican times, the aristocracy was particularly affected by the 'massive and unprecedented relocation of power and authority in the Roman world' brought about by 'the advent... of the imperial regime we call the principate.'14 Élite Romans experienced – and had to cope with and negotiate – 'concrete social and cultural dislocations ... in the face of the emperor's power – for example, a reduction of the opportunities and rewards for displaying military prowess, and a perceived aggravation of certain problems associated with flattery.'15 They now occupied a paradoxical position in the field of power. On the one hand, they remained rulers of the world: emperor and senators governed the empire together (with the emperor having exclusive control over the army), in close interaction with local élites. (The interaction of centre and periphery is one of the main topics of the first few chapters of the set text.) On the other hand, they were subordinate to the princeps and had to accommodate his existence – not least because the emperor put a cap on senatorial rivalry, preventing the senate from dissolving into suicidal infighting and kicking off civil war. For the Roman aristocracy remained a highly competitive body: senators who pursued a public career vied for prestigious appointments, acted as patrons for others with like ambitions, and desired glory. In contrast to republican times, however, success and effectivness in these roles and undertakings depended in large part on being in favour (or at least not on bad terms) with the emperor – though, as we shall see in Section 6, defying the emperor could also yield a type of fame.
For members of the senatorial aristocracy, the emperor would ideally conform to the image of the civilis princeps – a ruler in other words who aligned his forms of interaction with the senate according to proto-republican norms and values: freedom of speech; strict limits to adulatio; recognition of the value of republican office which emperor and other aristocrats could hold or aspire to, especially the consulship; investment in a private status – as if an ordinary citizen – in dress and appearance. From an emperor's point of view, balancing ritual elevation with ritual humility – to be part of the society, not above society – was entirely functional: 'An emperor whom ritual and ceremonial raised above the level of human society, whose power was represented symbolically as deriving from "outside", from the gods, owed nothing to the internal structure of the society he ruled. To act, by contrast, as a member of that society, as the peer of its most elevated members, was (symbolically) to associate autocratic power with the social structure. Civility both reinforced the social hierarchy by demonstrating imperial respect for it, and strengthened the autocracy by linking it with the social structure.'19 Not all emperors felt necessarily obliged to try to confirm to this image (their reigns often came to an abrupt end...); and as we shall see in Section 5 below, different emperors had different notions of what 'civility' consisted in.
Consideration of the underlying 'structure' of the imperial system also helps to put our sources into perspective – enabling us to read them as highly rhetorical and personally and politically committed views on, rather than entirely accurate representations of, historical realities. Just taking our imperial sources at face value results in the kind of history one gets in the (highly engrossing and actively emetic) BBC-series Horrible Histories, where the 'Rotten Romans' feature prominently – and Nero gets the final riff in the 'Roman Emperor's Song – Who's Bad?', topping the pops against classic competition: the apparently certifiable sociopaths Caligula (emperor 37–41), Elagabalus (218–222), and Commodus (180–192).20 But the composition of literature by members of the ruling élite was never a neutral activity; rather, it was itself implicated in the imperial configuration of power, in the jostling for position, in exercises of self-promotion: Pliny, Tacitus, and Suetonius wrote (mainly) for fellow aristocrats about a shared world dominated by the emperor – and used their works to define their own status, position, and prestige within it.
Rhetorical myth-making is rampant in Roman historical writing. Most notoriously, our sources show an avowed interest in portraying emperors who for one reason or other fell out of favour as mentally deranged. In many a text, early imperial Rome comes across as a society ruled over by lunatics besotted with power and keen to act on every depraved instinct. Tacitus contributed his share to our image of Roman emperors as evil freaks. Over the last few decades, however, scholarship has increasingly started to question this picture, arguing that your favourite salacious anecdote about imperial Rome (such as Caligula appointing his horse to the consulship) may just be too good to be true – and is in fact a distorting rumour put into circulation posthumously by individuals and groups much invested in blackening the reputation of the deceased emperor.21 Could it be that our sources are so hostile to certain emperors not because they were deranged – but that they look deranged because our sources are so hostile?
This possibility may come as a let-down. But it shouldn't: critical debunking of historiographical myth-making is in itself an exciting exercise that opens insights into a foreign culture. Fascination shifts from history to the 'making' of history, from the allure of alleged facts to the power of historical fabrications. The question as to why these sensationalizing stories have emerged and been able to colonize our imagination so effectively is arguably just as interesting as trying to put an emperor on the psychiatric couch on the basis of insufficient and distorted evidence. What went down in imperial Rome was not just the power of the sword but the power of the word, especially when it came to shaping (or disfiguring) posthumous reputations.
9 Noreña (2011) 7. His conception of imperial Rome owes much to Paul Veyne (1976) and, in particular, Egon Flaig (1992) (2010).
10 The distinction between 'real' and 'symbolic' Noreña draws here is perhaps unhelpful – since symbolic interactions were very real as well. Presumably, though, he means to distinguish between interactions that happened face-to-face or had a material dimension and those that happened via symbolic gestures or other media of communication (coins, religious worship etc.). Some forms of interaction, such as the donative to the soldiers on special occasions, had both a material and a symbolic value.
11 The Roman principate was not a hereditary monarchy: the potential for usurpation defined the political system, even though succession frequently followed dynastic principles. See further Bert Lott (2012).
12 We owe appreciation of this point to discussions with Ulrich Gotter.
16 See e.g. Lintott (2001–2003) (including discussion of the republican background) and Rutledge (2001).
18 Flaig (1992) 123 n. 98.
20 http://www.youtube.com/watch?v=w-Nh-zSMzqo. For an equivalent in adult entertainment check out History Channel's Caligula: 1400 Days of Terror.
21 For rehabilitation of Caligula see Winterling (2003/2011); for 'Nero the Hero' Champlin (2003). See also Caligula with Mary Beard on BBC2 (available on-line).


Google offers plenty of accessories on the Google Store, but not all of them are made by the company themselves. That's because a new "Made for Google" program launched earlier this year. Where Google certifies products and accessories for its smartphones.
Belkin's charger has one USB Type-C cable built-in, so you'll never lose your charging cable. Then, there's a second USB port so you can plug in any other cable and charge multiple devices at once.


There are two paces to this book: the slower first half and the blindingly fast second half. At first it took a little bit to get into the slower pacing , but when I did I found it to be really tense and suspenseful. It felt like it matched the pace of a typical police investigation: not all flash and high tech labs and car chases like most crime TV shows/ movies. It was immersive and atmospheric and really helped to set up the story for the breakneck speed of the second half.
The best part of this book is how well planned it is. The author allows you to think that you have figured out the mystery – only to yank the rug out from under you. I don't think I've ever read a book that uses unreliable narrators as well as Gone Girl does. Even when you think you have all the clues or have outsmarted the book – another twist or airtight plan comes to fruition. Another fascinating part of reading this story was that I found myself rooting for both Nick and Amy at different points. To be clear – neither of them are good people – but it takes a strong writer to get someone to take the side of a cheating husband or a psychopathic wife.
Would I recommend Gone Girl? Absolutely! If you're one of the few people that hasn't read this book yet, do yourself a favor and read it before seeing the movie. It's a near perfect example of what a domestic thriller book can be, and my favorite read of 2019 so far. 4/5.
I have seen this around but haven't had the mood to pick it up yet.. Awesome review! I just might read the book before I try to watch the movie..
I seem to be one of the few who didn't jump on this one fast enough and it passed me by.
I didn't like the movie, but I might like the book.
I read this book in 2017 and loved it!!! I'm so glad to see that you enjoyed it!
I've read a few books by Flynn and she's not quite my style. Her writing just makes me…uncomfortable? But maybe that's the point, either way stellar review!
I just read this book for the first time, and it kicked off 2019 as my "year of reading." I absolutely loved Gone Girl, and felt very similarly to you. I was so impressed by the author's ability to map out everything in such a complex and inter-woven way. I felt very inspired, with very genuine surprises throughout. Great review!
Gillian Flynn is a genius. Glad you enjoyed this one!
I know I would get completely hooked by this thriller and the book was just so overhyped that I lost interest but I do want to read it.
I've had this book for a long time ans never gotten around to reading it. I must do soon.
Great review! This book is so good and I think that this opened another door for the household thriller! The writing is so good! At some point, I was like OMG she is crazy! and then OMG he is horrible! haha you are so right! Thank you for such a good review!
What did you think about the ending?
All of Gillian Flynn's book are like this. Gone Girl was my first Flynn novel and I still remember flipping off my bed and screaming with the twist. Dark Places and Sharp Objects have similar twists though in different ways. Suffice it to say Flynn is one of my top 10 authors.
Great review I absolutely love this book and the movie I am really glad I am not the only one who loves this book. Thank you so much for sharing your awesome post.
great review! It isn't really my genre, but maybe someday haha..
I haven't read it yet, but. my husband watched the movie and told me everything…spoiler to the max.
I loved this one too when I read it. I completely agree with your review.
I want to read this. Great review.
I love this book and the movie adaptation!!
Great review! I really enjoyed Gone Girl as well!
This book is one of my most favorite books of all time. I loved the movie version as well.


3. Ek thandi Bisleri bottle dena.
5. Godrej steel cupboard. Any steel cupboard, even a local make, is a Godrej ki almari.
6. Also Godrej locks. Same story.
7. My son goes to a Casio class..... Any keyboard aka synthesizer.
So this board is an ultimate proof of a succesful brand promotion strategy.
Similar to saying- "is paper ki 2 xerox nikalna"
Actually in the Jeep category yo also have Trax - a trendsetter in intra city passenger transport.
Vinay - As I said in the post too, Xerox is really the ultimate example.
Anonymous - Sure Trax is a trendsetter. I remembered another example, Volvo. No matter which kind of bus people travel in between Mumbai and Pune, they say 'Volvo ni gelo hoto'. It has spawned an entire range of fake names and I have seen Volgo, Valvo and some more.


Today I got mail! And in the package there were the new OCC Lip Tars Fall Shades I pre-ordered in late August from The Makeup Artist Boutique.
A quick Review: OCC Lip Tars are vegan lip tints, which means they are really pigmented and have a very good stain power, they remain on your lips even after eating or drinking. The only "con" is that they're a bit drying on the lips.
My favorite shades are Trollop, Harlot and Stalker but trust me, they're ALL amazing!
My collection has now reached 18 pieces and I love them all! One of the lip tars is Clear, which is, as the name says, a clear lip tar with no color in it...So what is this baby useful for? If you have any lip-safe pigment/loose powder eyeshadow, just add a little bit of it to a few drops of Clear to create your customized lip tint!! And the result is amazing... isn't it? It works especially well with shimmery pigments as the lip tars are matte in general, so you can create and mix your favorite pigments with it to obtain very unique shades!
Tips for application: I highly suggest you to put on a lip balm or a good lip primer to moisturize the lips before applying the tars. Moreover, these should be applied using a lip brush to avoid messing up with the color, as a few drops are sufficient enough to cover all the lips.
Lip Tars are an American product but they are now available in many UK online web shops like The MUA Boutique, Cocktail Cosmetics, Love MakeUp etc... Have you tried them? Let me know!
That's all for now! Have a great weekend!
ma dove posso trovare questa marca?
uh mamma li voglio tutti!!!
come dicevo su fb: questa sì che una collezione ossessiva compulsiva e cosmetica!
bellissimi :) ce ne sono alcuni che mi tentavano parecchio, grazie ai tuoi swatch mi tentano ancora di più!
Visto che sei un'esperta di lip tars ti faccio una domandina, spero di non disturbare..
Io dopo aver visto tantissimi filmati su youtube e review online ho deciso di prendere quello trasparente per mixarlo coi miei vari pigmenti e blush. E' arrivato ma non è come dovrebbe!
Anche il tuo ha una formula molto liquida?
Il mio sembra un gloss normale, è liquido, non molto coprente se mescolato con i pigmenti e dopo un po' va via come tutti gli altri gloss che ho!
Avrei voluto provarne altri ma devo dire che questo mi ha demoralizzata assai..
CIao, grazie per gli swatches. E' utilissimo poter vedere come stanno addosso i colori.
Io ne ho già 3 e adesso mi sono innammorata del Melange, SAfety orange e Strutter.
Ecco managgia Aru, volevo resistere a questo acquisto, ma tu non rendi facile il compito...eh ma sono proprio tutti belli. Complimenti per la collezione...sbav sbav!!!
I can't wait to get my hands on some OCC!! They look simply amazing! Your swatches are great; I have just started to follow your blog. Great work!
Ah ecco!! Forse è più adatto a mixare che ad essere usato da solo..
La cosa che mi delude è che dopo un po' va via come un gloss normale, però mescolato con abbastanza pigmento (ho fatto varie prove, cerco di non arrendermi!) ha una buona coprenza.
Grazie mille per la risposta!!
Grande Aru! Utilissimo questo post!


Two years ago I wrote about Last Camera Syndrome. That's where you exit the constant cycle of upgrading your camera and just use what you've got, because it's good enough for your needs. But what happens if you need to replace that "last camera"?
Generally, two forms of unexpected replacement occur: (1) damage, and (2) theft. Curiously, what I'm seeing is that people deal with those two a bit differently. It also is somewhat dependent upon whether the equipment was insured or not.
Let's start with a damaged camera. Typically for those of you reading this, your entire kit doesn't get damaged simultaneously. Usually it's because you dropped a lens, a camera, or a camera with a lens mounted that damage occurs. Your other lenses and backup body are probably still in your bag, and just fine.
Here in the US, NikonUSA has a mostly prix fixe approach to repair costs, with three basic tiers of repair (B1, B2, and C). While the prix fixe de jour changes from time to time, those repair costs tend to fit in the US$300-800 range at the moment. I can tell you right now if the damaged camera is a D3300 to D7100 and its significantly damaged, you're probably better off just buying a refurbished product much of the time (e.g., a D7100 is currently US$700 refurbished).
If your Last Camera was from an earlier generation and not the current one, buying something refurbished that's the near equivalent is probably the right bet. Which brings me to a rule of thumb I use for myself and when advising others: if the cost of repair is more than the item could be sold for (or bought) on the used market today, it's not worth repairing. If you're not sure what your camera is worth on the used market, a reasonable good way to judge that is to go to KEH's Web site and see what they're selling your product for. Often you might find that you can just buy a used version of your damaged product in excellent or mint condition for less than it costs to repair.
When your entire gear set is stolen things seem to change for most people. Especially if they get a lump sum settlement from their insurance company. All those legacy lens biases seem to disappear, as you often don't have them any more. What you have is a check from the insurance company for some amount, and that tends to dictate what you do next.
Replace with like gear. In other words, buy a new Nikon DSLR kit. The good news is that you know the Nikon nomenclature and controls, you might be able to better rationalize your body/lens decisions, and you may even might move up to a newer generation of gear that performs better.
Switch mounts. Buy a new Canon DSLR kit. Don't laugh, I've known several pros that faced this decision and did just that, because at the time they lost their gear the other mount offered some slight perceived benefit to them. Think of a D300 user, for example. His D300, D90, 17-55mm, 70-200mm, and a few other things are stolen. What would they replace that with? Well, switching to a Canon 7DII might be the right choice: same level of gear, but newer generation that performs better.
Switch systems. Maybe that DSLR gear was getting you down. It's heavier and bigger than all that new stuff that's out there, so you were getting less inclined to carry it. Nikon never did produce the DX lenses you wanted ;~). Plus you have grass-is-always-greener syndrome, too. Sony's A7 pricing is getting really aggressive, and not that much more than DX, so you could kill a lot of birds with one choice: move from Nikon DX DSLR to Sony FE mirrorless.
I'm seeing fewer people make the first choice (replace with like gear) and instead making the last choice these days (switch systems). Not that this is a big enough sample set to constitute a real trend, but it is interesting to me how, when freed of the mount legacy, people's thinking seems to change to the more modern mirrorless approach. You might recall that in this series of articles (starting with Last Camera Syndrome) I've written about Samplers and Leakers. Well, I'm seeing Leaking happening more often now because of needing to replace a camera.
The good news is that most of us probably won't ever have to face Replacement Camera Syndrome. Yet, let me suggest that you perform the thought experiment anyway, because it will tell you something about how you value your current gear versus what's on the market.
Do you really still want to do photography at the higher levels your equipment was capable of?
If the answer to the first question is yes, what gear are you going to buy?
If your answer to the second question isn't "Nikon DSLR and Nikkor lenses," then maybe you've got the wrong gear in your closet. Either that or you have Other Camera Envy ;~).


Just a quick word that I am joining the ranks of the TL2 users here. I had a T before, and loved it. Someone offered a good price for it, so I sold it, together with the fabulous 11-23mm. I think I'll be getting the same combo again, just with the upgraded T this time. I didn't warm up to the CL design and UI, but that's just me, a matter of personal preference. So, I am looking forward to working with the TL2, it should be a tad faster than ye olde T, although it did fine for my style of shooting.
Thomas, how nice to have you around. You had some really great shots ( Paris, etc) with your T. I am sure you would love what TL2 new sensor is producing.
I am still using my T, but mostly my CL that I really enjoy.
Looking forward for your posts. The T/TL forum needs a new life!
" You have used all of the attachment space you are allowed per post" ? WTH?
A great set, my friend.
They both (t and CL) have the same sensor. The good thing about CL is the evf that is really helpful, and also the fact that you can use a flash at the same time. With TL2, if you are using Visoflex, you should forget about a flash; it doesn't have that tiny T flash that was very useful to me in some situation.
BTW, if you post your shots with a link to pictures from another storage (for instance Zenfolio where you have an account) you can use as many high resolution (and size) shots you wish with links instead of posting the shot directly in LUF.


Ward strained a quadriceps Sunday and did not practice Tuesday. The 49ers termed his status week-to-week.
Whoever replaces Ward will make his first NFL start against a Cowboys team that's 2-1 with a rookie, fourth-round draft pick Dak Prescott, at quarterback.
Prescott has just one touchdown pass. But he's completed 66.7 percent of his attempts with no interceptions. His 99 attempts without an interception would be an NFL record for a rookie quarterback except the Philadelphia Eagles' Carson Wentz, drafted second overall, doesn't have an interception in 102 attempts. The Eagles are 3-0.
Prescott's favorite target has been wide receiver Cole Beasley, who has 20 catches for 213 yards. Dallas' top wideout – and the one likely to be matched at times against the 49ers' to-be-announced cornerback – is Dez Bryant, who has 11 catches for 150 yards.
The 49ers selected Robinson in the fourth round, two spots before the Cowboys took Prescott. The two faced each other in 2014 when Robinson was with LSU and Prescott was at Mississippi State, which won 34-29 in Baton Rouge, La. Prescott passed for 268 yards and two touchdowns and ran for 105 yards, including a 56-yard touchdown.
LSU was ranked No. 8 at the time, and Mississippi State ended a 14-game losing streak to the Tigers.
Robinson had two tackles in that game but left after being stomped in the groin by Mississippi State center Dillon Day, who was suspended for one game for the incident. The 49ers drafted Prescott's college teammate, cornerback Will Redmond, in the third round this year. Redmond is on injured reserve because of an ACL injury suffered in college.
Seven weeks before the draft, Prescott was arrested and charged with DUI in Starkville, Miss., an incident that likely lowered his draft stock. In July, he was found not guilty of that charge and of speeding.
The 49ers drafted Reaser in the fifth round in 2014 despite an ACL issue. After spending his rookie year on the non-football injury list, Reaser appeared in 13 games last season, recording eight tackles.
After Ward was injured Sunday, Reaser played a career-high 48 snaps, most of them in the second half.


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Q: Multiple caption uploads - Rails Carrierwave I'm using Rails and Carrierwave to upload multiple images on my app. I'm uploading multiple images using the Active Admin interface and my images are stored as json in my database. I'm now looking to include one caption per image on the app. This means that I may need to upload one image and one caption at a time rather than be able to do multiple uploads as I have done so far for images, which would be very time consuming. I've been searching online and can't seem to find a solution for this and will appreciate any steer.
Is there a way to be able to do multiple image upload and upload all the associated data of the images (including captions) at the same time? If multiple upload of associated data is possible, how would I structure the database so that it's clear what caption relates to which images?

redpajama_set_name: RedPajamaStackExchange


Buenos Aires: Graffiti reading "Genocidal Israel" was painted in the "Pasteur-AMIA" subway station near the AMIA Jewish community building. The graffiti was spray-painted in one of the memorial walls at the subway station commemorating the victims of the 1994 terrorist attack.
Aalst: A carnival float featured caricatures of Orthodox Jews with money and rats and anti-Semitic songs.
Graffiti calling for the murder of Jewish children was found on a bench of a playground in the 16th arrondissement of Paris.
A woman was verbally assaulted by an individual in the Paris metro who said, "Jews control the world. You are evil."
Strasbourg: A memorial marking the site of the former synagogue of Strasbourg, dynamited by the Nazis in 1941, was vandalized.
A 27-year-old man accosted Rabbi Shmuel Kot and his two children while they were walking to synagogue, shouting "Sieg Heil" and "Heil Hitler" at them.
Chemnitz: Street signs near the synagogue, commemorating Rabbi Hugo Fuchs, were torn down and destroyed.
Buenos Aires: Chief Rabbi Gabriel Davidovich in Buenos Aires was violently beaten by intruders who entered the rabbi's home at 2 a.m. and said "We know you are the AMIA rabbi" while beating and robbing him.
San Luis: Nine graves in a Jewish cemetery in western Argentina were desecrated with Nazi symbols.
Sydney: A mural at famed Bondi Beach was defaced with 20 swastikas.
"Juden" was spray-painted on a Bagelstein's café during a Yellow Vest demonstration.
Quatzenheim: Vandals spray-painted swastikas and neo-Nazi graffiti on nearly 100 graves at a Jewish cemetery in this village near the city of Strasbourg.
Saint-Genevieve-des-Bois: Two trees planted in memory of Ilan Halimi, the 23-year-old Jewish man abducted and killed over a decade ago by a gang of Islamist thugs, were chopped down just before the anniversary of his death.
Sarcelles: A Jewish man wearing a kippah was attacked with stones and tear gas by a gang of young men. He had to be transported to the hospital by ambulance.
A number of virulently anti-Semitic titles were featured for sale at Oman's annual state-run book fair.
London: A 69-year-old Jewish man walking with a cane was brutally beaten, after a man walked up to him and asked if he was Jewish.
Melbourne: Neo-Nazi extremists posted swastikas outside of a nursing home that houses many Holocaust survivors.
Sofia: A man threw stones, breaking the windows of the Great Prayer Hall at the Sofia Central Synagogue.
Hertfordshire: A number of locations in the area were defaced with anti-Semitic graffiti including the words "Jew Ghetto" along with a Star of David.
London: Thieves stole Jewish prayer items (tefillin and a tallit) from a car and dumped them in a nearby pond.
Sarcelles: A car belonging to a Jewish family was broken into, filled with trash and a mezuzah glued to the windshield.
German Jewish leader and Holocaust survivor Charlotte Knobloch was threatened by supporters of the far-right German political party AfD following her speech about Holocaust victims to German parliament.
The Governor of the Junin region used anti-Semitic statements alleging Jewish control of politics, the economy and finances in Peru.
Drogobych: Rocks were thrown through the windows of the Great Choral Synagogue.


There has been a sharp increase in the number of abusers meeting children in Nottinghamshire after grooming them.
Investigations by children's charity the NSPCC have revealed that police recorded 27 offences of meeting a child following sexual grooming in Nottinghamshire in the year to March 2016. This is opposed to just one recorded case in the year to March 2012.
To combat this, police now have the power to stop groomers sooner by invoking a law that makes it illegal to send sexual messages to children.
The law was created in 2015 following the NSPCC's Flaw in the Law campaign, however the Government failed to bring the law into force in England and Wales, leaving police hands tied and preventing them from arresting groomers until they meet the child or sexually abuse them.
Following further campaigning by the charity, the law has now been brought into effect, meaning police will be able to arrest anyone who sends a sexual message to a child, and intervene before physical abuse takes place.


Upstate Pride SC is only one of many organizations that serve people of various gender expressions and sexual identities in the Upstate of South Carolina.
Check out these great local groups!
AID Upstate is a contractor with the South Carolina Department of Health and Environmental Control (SC DHEC) to provide supportive services to people living with HIV/AIDS and prevention services to the Upstate community—particularly focusing on "high-risk" populations/communities. Supportive Services are funded through the Ryan White Care ACT, a federal grant awarded to SC DHEC. Our Prevention Services are funded through the Federal Centers for Disease Control and Prevention (CDC).
BJUnity provides a safe harbor—a network of people and resources—for lesbian, gay, bisexual, transgender, queer, questioning, intersex and straight affirming people affected by fundamentalist Christianity. BJUnity affirms and empowers lgbt+ people from Bob Jones University and other Independent Fundamental Baptist organizations. BJUnity confronts homophobia and transphobia in compassion, dignity and love, with the objective to promote dialogue and change.
Ethan Johnstone is a local consultant specializing in transgender education and advocacy. Ethan has been involved in the leadership and organization of Southern LGBT advancement efforts through several non-profits and have developed and distributed a resource guide for transgender individuals living in the Southeast US. Ethan offers workshops, trainings, and talks on transgender issues and experience at schools, non-profit organizations, corporations, churches, and more.
Gender Benders is a group for transgender, gender variant, LGBTQQI, and allied individuals in the Upstate, SC area. Gender Benders strives to create a safe and supportive space for transgender, gender variant, LGBTQQI, and allied individuals by connecting folks through friendships, providing support through resources, and initiating trans-inclusive community change through social action. You can also visit their Facebook page.
Piedmont Care is the nonprofit 501c3 organization providing HIV/AIDS care, prevention, and advocacy in Spartanburg, Cherokee, and Union counties of South Carolina. We are the only organization in our community 100% dedicated to the fight against HIV/AIDS.
PFLAG (Parents, Family, and Friends of Lesbians and Gays) is a national organization of more than 350 chapters and 200,000 members. PFLAG exists to support GLBT people, their families and friends in an adverse society, to inform and enlighten the public, and to advocate to end discrimination and secure equal civil rights. At PFLAG, we listen, we learn, we share, we act.
SC Equality consists of two organizations, South Carolina Equality, Inc., a 501(c)3 charitable and educational organization, and South Carolina Equality Coalition, Inc., a 501 (c)4 political organization focused on advocacy and legislation, were chartered. While originally organized as a coalition of GLBT and progressive organizations, both the (c)3 and (c)4 organizations of South Carolina Equality now provide leadership as independent educational and political advocacy organizations, respectively, working for GLBT inclusive policies at the local and state levels.
Amaryllis Counseling is owned and operated by Elizabeth Serricchio, licensed and certified as a professional (mental health) and addiction counselor. Amaryllis Counseling is an LGBTQ+ affirmative counseling practice offering therapy sessions in a safe space for individuals, couples, and families in the community. Ages accepted is middle school through 65+. For more information visit the website at www.amarylliscounselingllc.com and look me up on FB at Amaryllis Counseling or by my name on Psychology Today. I provide weekly encouraging or informative posts for my viewers on FB, just because!
If you know of a resource that we're missing on this list, please contact our education chair to have the list updated.


JAXICS has a thriving mailing list that keeps our community updated about latest events in the region.
Enter your email address below to add it to our mailing list. You will start getting our emails. Don't worry, it is easy to unsubscribe. All our emails contain an "unsubscribe" link at the bottom.
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Aging Skin Problems: How to Remove Aging Spots on Skin?
Your Guide on Aging Skin Problems And How to Remove Aging Spots on Skin?
Who among us like to get older and suffer from the aging skin problems, but we do like the wisdom that comes along with the grey hair. But none of us likes the aging skin problems like wrinkles, sagging skin, aging spots on skin and dark uneven pigmentation. This article gives you a easy solution for aging skin problems.
Who among us like to get older and suffer from the aging skin problems, but we do like the wisdom that comes along with the grey hair.
But none of us likes the aging skin problems like wrinkles, sagging skin, aging spots on skin and dark uneven pigmentation.
The conventional medical advice just says it enough to apply sunscreen lotion everytime you go out into the sun and avoid it as much as possible. We disagree.
Getting a good amount of sunlight is beneficial for our overall health. It helps in elavating our mood and also in the body's production of vitamin D.
But the so called - sun worshippers overdo this activity and in fact suffer from the quickening of the aging skin process. There are some products which can inhibit the melanin formation and reduce the spots on the skin. Some are skin friendly too and a simple massage into the skin gives it an even colouration and nice texture.
There is a flood of many skin treatments and cosmetics in the markets which claim to have enough active ingredients in their formulations to deal with the occurance of aging spots on skin and other symptoms like lines, wrinkles and sags, but their effects are only temporary.
To effectively find a product that works, one must understand that the symptoms of aging skin problems occur primarily due to the breakage of two vital proteins in our skin , namely- Collagen and Elastin. They are the proteins that give our skin firmness and keep it pliant and young looking.
Oxidation is also another major reason of aging skin problems. It is the process of creation of free radicals. The free radicals not only harm our body organs and make us old, but they also play havoc on our skin's health and appearance.
There are certain substances which you might never have heard about in the US or Canada, but they are very effective in countering aging skin problems. For example, Phytessence wakame is an extract from a special sea kelp from Japan. It might be one reason why Japanese women age so gracefully.
And another wonderful and effective natural substance is Cynergy TK. It contains functional Keratin which is produced in pristine New Zealand. You might be surprised to know that Keratin is derived from the wool of a special type of New Zealand Sheep.
Clinical studies have proven that Cynergy TK plays a great role in stimulating the regrowth of not only collagen and elastin , but also in the formation of new cells !
Although these substances are being used here in the US , but you won't be hearing about them anytime soon as a common and prevalent trend in the western world.
These ingredients are being used in effective skin care products that can reduce aging spots on skin and erase sags and wrinkles over time. Thanks to the Internet that you can learn about these latest innovative developments with a click of your mouse and make aging skin problems a thing of the past.


Originally founded in France and available in 19 French and 2 Belgium locations, Virtuo launched in London last Summer, and says it plans to bring the service to U.K. cities Manchester, Bristol and Edinburgh later this year. The company will also expand to Spain and Germany in 2019, creating what Virtuo claims will be a "truly pan-European rental option," for drivers who are seeking an alternative to the big five incumbent car rental companies. Designed to bring car rentals into the mobile age and in turn improve the user experience, the Virtuo app lets you book and unlock a Mercedes A-Class or GLA "in minutes," at stations across the various cities the company operates, eradicating long wait times and arduous paperwork often associated with renting a car. Like a plethora of mobility startups, the idea is to provide more options to a generation of non-car owners and in turn help creative a longer-term alternative to car ownership more generally. "From the outset, we have been new challengers in an industry that has long-been dominated by 5 key players, whose bricks and mortar approach is deeply ingrained, not just in terms of market coverage, but also consumer rental habits," Virtuo co-founder Karim Kaddoura tells me. "We were the first to come into this industry with the fundamental belief that a 100 percent mobile approach is the only way to rebuild and re-think how car rental can be delivered from the ground up… From an operational perspective, by not being tied to bricks and mortar, we are able to launch stations, markets and services at a pace that has not been seen in the industry before". Kaddoura says Virtuo is also taking a data-driven and customer centric approach to building out its product, helping the company to innovate and improve every facet of renting a car. This has seen Virtuo garner 500,000 downloads of its app, which is popular with drivers between the age of 25 and 35. I'm also told the average number of days of each rental is 4, averaging 325 miles per rental. Meanwhile, 80 percent of customers go for the compact A Class, while 20 percent take SUV. "By continually listening to customer pain-points around booking processes, damage reporting, refuelling, communication and transparency, we can tackle these long-standing issues in new ways with technology as the solution," he says. "The series B will play a key role in being able to provide greater availability across Europe and our existing markets". Adds Bernard Liautaud, managing partner of Balderton Capital: "Technology in cars and other areas of mobility is evolving rapidly, due to concerns over the environment and congestion. Given these shifts, renting a car as and when you need it is becoming a viable alternative to buying, particularly for younger people who have come of age as the sharing economy took off".


As spring continues, you might notice that your allergies are at an all-time high, which can put your energy at an all-time low. A powerful boost of energy from these better-for-you snacks should wake you right up!
You might consider these as just a way to fill up when on the go, but they can work wonders even while you sit at your desk. These bars are packed with natural energizers, like protein and whole grain fiber. Grab an all-natural bar for additional energizing benefits!
Yogurt tastes great and goes with almost everything. Did you know that the benefits are great, too? Yogurt is rich with magnesium which supports energy levels and is loaded with protein and carbs, which can help you endure allergy season. Want to spice up your yogurt a little? Drizzle some honey, flax seed or granola for extra flavor, nutrients and fun!
It doesn't get any more natural than seeds. Look for pumpkin seeds or chia seeds, since they are full of nutrients, vitamins, protein and fiber that will kick your metabolism into high gear. Give them a try and you may see a spike in your energy.
Options like string cheese can be a fantastic addition to your diet because they are packed with calcium, protein and nutrients to keep you going. Perfect with a crisp apple or whole grain bread, kick-start your day by grabbing a low-fat selection to keep your energy levels up.
Keep an eye out for these snacks and lots of other energizing solutions at your local vending machine or Avenue C market. These premium selections are specially designed to keep you recharged throughout your day, even during allergy season!


These pictures are produced on high quality canvas which gives an amazing colour reproduction. This means your picture will look good for many years to come.
Quality wooden 18 mm (¾") deep stretcher bars are used to stretch the canvas over and tension wedges are used to tighten and keep it tight in the future.
Other frame and size options are available for some of the pictures.
Information on bar size and type included.
The images are printed at the time of order so a few days are needed to allow the inks and protective coating to dry.
915 mm x 230 mm (36" x 9").
1220 mm x 305 mm (48" x 12").