Quiz 2: Partnership Dissolution and Dissociation

UPA 32(1): Dissolution by Decree of Court

(1) On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind, (b) A partner becomes in any other way incapable of performing his part of the partnership contract, (c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business, (d) A partner wilfully of persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him, (e) The partnership can only be carried on at a loss, (f) Other circumstances render a dissolution equitable. · Continuation at End of Term: The partners can decide to continue their partnership at the end of term, at which point the partnership becomes an at will partnership. UPA §23.

UPA 38(2)

(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (a) Each partner who has not caused dissolution wrongfully shall have, I. All the rights specified in paragraph (1) of this section, and II. The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement. (b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2a II) of this section, and in like manner indemnify him against all present or future partnership liabilities. (c) A partner who has caused the dissolution wrongfully shall have: I. If the business is not continued under the provisions of paragraph (2b) all the rights of a partner under paragraph (1), subject to clause (2a II), of this section, II. If the business is continued under paragraph (2b) of this section the right as against his co-partners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his co-partners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good-will of the business shall not be considered.

38(2)

(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (a) Each partner who has not caused dissolution wrongfully shall have: (I) All the rights specified in paragraph (1) of this section, and (II) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement. (b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2)(a)(II) of this section, and in like manner indemnify him against all present or future partnership liabilities.

UPA 38(2): Rights of Partners to Application of Partnership Property:

(2)When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (a) Each partner who has not caused dissolution wrongfully shall have, I. All the rights specified in paragraph (1) of this section, and II. The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement. (b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2a II) of this section, and in like manner indemnify him against all present or future partnership liabilities. (c) A partner who has caused the dissolution wrongfully shall have: I. If the business is not continued under the provisions of paragraph (2b) all the rights of a partner under paragraph (1), subject to clause (2a II), of this section, II. If the business is continued under paragraph (2b) of this section the right as against his co-partners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his co-partners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good-will of the business shall not be considered.

RUPA 601: A person is dissociated as a partner when: Judicial Disolution

(5) on application by the partnership or another partner, the person is expelled as a partner by judicial order because the person: (A) has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership's business; (B) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under Section 409; or (C) has engaged or is engaging in conduct relating to the partnership's business which makes it not reasonably practicable to carry on the business with the person as a partner; . . .

1.What was the cause of the partnership's dissolution? 2. Why did Owen seek a judicial dissolution rather than simply privately dissolve the partnership? •Stated differently, assume Owen was sick of being mistreated, and he simply yelled at Cohen, "I quit!" What result then? •Was the partnership an "at will" or a "term" partnership?

-Cohen sucked. -He had a loan that he needed the payment from the partnership. -Cohen would not have gotten his money back for the loan if he simply quit. -term partnership; for loan repayment.

G&S v. Belman

-Nordale soliciated teenagers and was a drunk. •G&S Investments initially sought a judicial dissolution under UPA section 32(1)(d) and the right to carry on the business under section section 38(2)(b). •Nordale died during the litigation. üDeath of a partner immediately triggers dissolution under UPA section 31(4). üG&S Investments abandoned its "judicial dissolution" and instead pursued a "death dissolution." •The partnership agreement included a buyout clause that applied when one of the partners died, retired, etc. The buyout clause was cheaper for G&S Investments than the section 38(2)(b) buyout. üBuyout clause based on book value of Nordale's interest (it is a historical calculation). üSection 38(2)(b) buyout based on fair value of Nordale's interest (it is based, in part, on future profit potential of the partnership).

Owen v. Cohen (Bowling Alley)

-Term: repayment of Owen's loan.

Collins v. Lewis: Judicial Disolution 1.Was the partnership an "at will" or a "term" partnership? 2.What type of dissolution was Collins suing for? 3.Did Collins win? Why or why not? 4. Where does the court's decision leave Collins? 5. How angry should Collins be with the attorneys who helped him negotiate the partnership agreement with Lewis?

-o 20 year lease; term partnership; term partner for 20 years of lease agreement. -Judicial Disolution -No: because he could not prove violation of UPA 32: o (a) No argument mentally unfit, o (b) no argument that he is physically unfit, o (c) a partner is guilty of conduct that prejudicially affects the carry out of the business. § Court: ability to manage was sufficient. Collin's was blamed. o (d) willfully breaches partnership agreement. § No. o (e) the partnership can only be carried on at a loss. § No. -Collins' options after court says no: o Collin's cannot walk away. -How to avoid isssue: staging; I will give you one mill everytime you complete a benchmark.

Giles v. Giles Land Questions 1.Was the partnership an "at will" or a "term" partnership? ● 2.Were the other general partners able to dissociate Kelly? 3.What was the argument/reasoning for dissociating Kelly? Was Kelly's behavior (e.g., making threats, being difficult) significantly worse than Lewis's behavior (e.g., generating an additional $300,000+ of costs, or roughly $3 million in 2020 dollars) from Collins v. Lewis? Can you make sense of this? 4. Was it a judicial dissociation? Is a judicial order always required to dissociate a partner?

1. A term for perpetuity? 2. Yes. Those threats combined with the lack of trust make it not reasonably practicable to carry on the partnership with Kelly as a partner. 3. Kelly was difficult, obstrucitonist, threatened family members, and made his father cry. -Kelly's behavior was more egregious and made it impossible to run the partnership. 4. This case yes. Not always 601(5)

Prentiss v. Sheffel Question 1.Did Sheffel and Iger need to freeze out Prentiss? ● 2.Why did the freeze out result in a dissolution? ● 3.Did the dissolution trigger a section 38(2) windup? 4. Can former partners bid for partnership property in a windup sale?

1. No. 2. You cannot prevent the other party form enjoying the fruits of the bargain. o Prentiss argued the constructive dissolution was to freeze him out from the fruits of the partnership. 3. No? they bid for the property. 4. Yes.

1.Did the term clause in section 11 create an at-will or a term partnership? If a term partnership, what was the term? ● 2.Did Dale terminate the partnership in violation of the partnership agreement? Did he trigger a section 38(2) windup? 3.Did the partners contract out of section 38(2) by agreeing to section 11? ● 4.What was the function of the damages formula in section 11?

1. Term, perpetuity or until they agreed to to disolve. 2. Yes, yes b/c the way he did it was wrongful. 3. No, it is unclear if you can agree to contract out of 38(2). 4. section 11 ensured the breaching party had to pay the non-breaching party???

G&S Investment v. Belman Questions 1.Was G&S Investments allowed to switch the cause for dissolution from judicial to death? What is the relevant rule? ● 2.What is a buyout clause? Does valuation play a role in drafting a buyout clause?

1. Yes, the filing of the complaint seeking a dissolution is not what effectuates the dissolution; rather, the dissolution does not occur unless the court decrees it or other acts bring it about. 2. (b) buyout. üBuyout clause based on book value of Nordale's interest (it is a historical calculation). Yes. The value of a limited partnership is based on the current market value of its assets and liabilities, as well as the financial performance and prospects of the business.

Partnership Terms

1.At will = Any partner can dissolve the partnership at any time without breaching the partnership agreement. UPA section 31(1)(b). o IF NO TERM ASSUME AT WILL!!! 2.Express term = Terms of the partnership agreement dictate whether dissolution breaches the partnership agreement. -Dissolution following completion of the term does not breach partnership agreement. UPA section 31(1)(a).a.Set period of time b.Specific purpose 3.Implied term = What is this? The Owen case will help us with this issue.

Terms for end of partnership

1.Dissolution; 2.Winding-up; and 3.Termination

Impact of wrongful dissolution per UPA section 38(2)

1.Non-breaching party may continue the partnership business during the agreed term. 2.For that purpose, the non-breaching party may possess the partnership property (although she would be required to pay for the use of the property). 3.Non-breaching party can buy out the partnership assets minus any damages caused by the breaching partner (the "Buyout Amount"). 4.When calculating the Buyout Amount, the value of the partnership's goodwill is not considered. · In agreement with partnership agreement. UPA 38(1) o If no ones in breach; you pay off debts and divide money amongst partners.

RUPA Section 601 Events Causing Dissociation

A person is dissociated as a partner when: (1)the partnership knows or has notice of the person's express will to withdraw as a partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date; (2)an event stated in the partnership agreement as causing the person's dissociation occurs; (3)the person is expelled as a partner pursuant to the partnership agreement; (4)the person is expelled as a partner by the affirmative vote or consent of all the other partners if: (A) it is unlawful to carry on the partnership business with the person as a partner; (B) there has been a transfer of all of the person's transferable interest in the partnership, other than: (i) a transfer for security purposes; or (ii) a charging order in effect under Section 504 which has not been foreclosed; (C) the person is an entity and: (i) the partnership notifies the person that it will be expelled as a partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; 138 and (ii) not later than 90 days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, or the person's charter or the equivalent or right to conduct business has not been reinstated; or (D) the person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;

QUESTION: Is there a limit on the number of partners who can dissociate before a dissolution is triggered?

ANSWER: No, so long as at least two partners remain. A majority of the partners can dissociate, and that does not trigger an automatic dissolution. · Dissociation clause. Including a clause in the partnership agreement to formally address dissociations is a best practice. · Select dissociation rules. ü RUPA section 601 = Events causing dissociation § Section 601(3) and (4) = Expulsion § Section 601(5) = Judicial dissociation ü RUPA section 602 = Wrongful dissociation ü RUPA section 701 = Purchase of dissociated partner's interest (buyout amount) · RUPA also allows for dissolution. RUPA Article 8.

Example what is the profit split and loss split Kovacik v. Red Example What does Reed owe Kovacik for the loss?

Agreed 50/50 profits made no agreement on losses; agreement defaulted to Loss= 8680=$4,340 each.

Rules for Distribution

At the conclusion of the winding-up, the partnership's assets have been sold and it is time to distribute the money obtained from these sales. UPA §40 provides the basic order for the distribution: First to creditors other than partners; Second to partners other than for capital and profits (namely, you repay any loans made by a partner to the partnership); Third to partners in respect of their capital; and Fourth to partners in respect of their profits.

Giles v. Giles land

BIG ISSUE: •Kelly was both a general partner and a limited partner. •The other Giles family members sought to dissociate Kelly from the partnership. The focus is on dissociating Kelly from his role as a general partner. •Thus, this case is a "general partner dissociation" case. •The dispute: üKelly was difficult. üKelly was an obstructionist. üKelly may have threatened family members. üKelly made his father cry. •The other general partners sought to dissociate Kelly from the partnership under RUPA sec. 601.

Why are buy out agreements so important?

G&S had buyout in section 11; they are important b/c if not you have to rely on 38(2). · If judicial dissolution 38(2); you get fair market value minus damages you have caused. · Buyout clause based on book value of Nordale's interest (it is a historical calculation).

Impact of wrongful Disolution per 38(2)

Impact of wrongful dissolution per UPA section 38(2). 1.Non-breaching party may continue the partnership business during the agreed term. 2.For that purpose, the non-breaching party may possess the partnership property (although she would be required to pay for the use of the property). 3.Non-breaching party can buy out the partnership assets minus any damages caused by the breaching partner (the "Buyout Amount"). 4.When calculating the Buyout Amount, the value of the partnership's goodwill is not considered.

A partner cannot just freely dissolve a term partnership.

Options: 1.Wait until term expires. Sec. 31(1)(a). 2.Unanimous consent of all partners. Sec. 31(1)(c). 3.Follow procedure if provided in partnership agreement. Sec. 31(1)(d). 4.Illegality. Sec. 31(3). 5.Death of a partner. Sec. 31(4). 6.Bankruptcy of a partner or the partnership. Sec. 31(5). 7.Judicial dissolution. Sec. 31(6). (Spelled out in 32(1). Any of the above acts described in UPA §31 will result in a dissolution of the partnership. In addition, a partner may seek a judicial declaration of dissolution if certain other acts or events take place as set forth in UPA §32. Anything else will breach the partnership agreement and trigger sec. 38(2).

Wind Up

Partnership continues operating to wind up its affairs (e.g., sells assets and pays liabilities) -The period between dissolution and termination when the affairs of the partnership are settled. Winding-up is also sometimes referred to as liquidation.

Termination

Point in time when all partnership affairs have been wound up or settled. At this point the partnership ceases to exist.

Dissolution

Point in time when the partners cease to carry on business together. UPA §29 A partnership is not terminated by dissolution, "but continues until the winding up of partnership affairs is completed." UPA §30.

(1) Unanimous Consent of the Partners - UPA §31(1)(c)

Regardless of whether the partnership is for a term or at will, if all the partners seek dissolution there would be no breach of the partnership agreement. (4) Expulsion of Any Partner - UPA §31(1)(d) (5) Illegality - UPA §31(3) (6) Death of any Partner - UPA §31(4) (7) Bankruptcy of any Partner or the Partnership - UPA §31(5)

Kovacik v. Reed Exception to the general rule that losses follow profits.

The Kovacik Rule = Where one partner contributes all the money and the other partner contributes all the labor, neither party is liable to the other for contribution of any loss sustained. üIn plain English, the money guy cannot recover monetary losses from the labor guy. üRational for the rule = Money guy lost her investment (the money), while the labor guy lost her investment (her labor). Concerns about Kovacik Rule? üWhat if money guy contributes a little labor? üWhat if labor guy contributes a little money? RUPA section 401(b): Comment to RUPA section 401(b) rejects the Kovacik Rule.

UPA 29 Dissolution Defined

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

Impact of Dissolution on Existing Liabilities

The dissolution of the partnerships does not discharge the existing liabilities of any partner. UPA §36(1). The partners' liability remains until the debt is discharged. (2) Novation A novation is the "substitution of a new debt or obligation for an existing one." Black's Law Dictionary, 3rd Ed. Where the partnership business is to be continued, a partner may discharge its responsibility for existing partnership liabilities by entering into a novation amongst the partner in question, the partnership creditor and the person or entity continuing the business. UPA §36(2) and (3). (3) Liability of Partners Continuing the Business in Certain Cases - UPA §41 The basic idea is that the new partnership remains liable for the debts/obligations of the former partnership.

Where the dissolution did violate the partnership agreement

The key is UPA sec. 38(2). The Pav-Saver case gives an example of a dissolution that violated the partnership agreement. (i) Right to Continue the Business: The "innocent" partners have the right to continue the partnership business in the same partnership name, provided that they pay the partner who caused dissolution (or post a court approved bond securing such payment) the value of his interest in the partnership. UPA §38(2)(b). (ii) Right to Contractual Damages: Breaching the partnership agreement is a breach of contract, which results in a claim for damages. UPA §38(2)(a)(II).

UPA 18: Rules Determining Rights and Duties of Partners

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (a)Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners are satisfied; and must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits

Pav-Saver Co. v. Vasso Co. (ON FINAL ESSAY EXAM)

Trademarks are goodwill not patents (court was wrong here). üSec. 3. The trademark and patents are to be returned to Pav-Saver Corp. at expiration of partnership. Type of partnership: term for perpetuity (or both parties have to agree to dissolve). üSec. 11. §"It is contemplated that this joint venture partnership shall be permanent, and same shall not be terminated or dissolved by either party except upon mutual approval of both parties." §"If, however, either party shall terminate or dissolve said relationship, the terminating party shall pay to the other party, as liquidated damages ... "

Dissolution v. Dissociation Suppose a law partnership consists of 200 partners and that one of them retires. Obviously, the remaining 199 partners will continue to practice law without any noticeable change.

Under the UPA, a dissolution occurs if (a) a partner leaves the partnership for any reason (UPA section 29) (including dying—UPA section 31(4)) or (b) a few other events occur (e.g., the term expires and the partnership is not continued, bankruptcy, illegality, judicial decree) (UPA section 31). When dissolution occurs, the partnership's business is wound up. Its assets are sold, its liabilities are paid, and any residual is distributed to the partners. The RUPA allows partners to avoid the messiness/tension that comes with continuing/re-establishing a partnership after dissolution. The RUPA permits partners to leave the partnership (dissociate) without dissolving the partnership. The remaining partners can buy out the dissociating partner and continue the partnership business without creating a new entity. The partnership, as a legal entity, continues to exist on an uninterrupted basis despite one or more partners leaving. As a result, the partnership's contractual arrangements should mostly be undisturbed [NOTE: I say mostly, because contracts may have "change of control" clauses that create problems if the partnership's ownership structure changes. Don't worry about change of control clauses for now. It is a topic that I cover extensively in my M&A course.] QUESTION: Is there a limit on the number of partners who can dissociate before a dissolution is triggered? ANSWER: No, so long as at least two partners remain. A majority of the partners can dissociate, and that does not trigger an automatic dissolution.

Profits and Losses:

Unless otherwise agreed: Profits= partners share equally. Losses= follow profits (UPA 18(a)

Main difference between disolution and dissociation is convience

dissolution need a new partnership when a partner leaves. Dissociation you can continue.

· How they could have avoided this situation: Section 11:

o Ask other party would you like to dissolve is not dissolution. o Writing a letter the partnership is hereby dissolved is dissolution.

Can you contract out of 38(2)?

o No qualifying language to contract out of UPA. o No answer to this. · Liquidated Damages Clause: What is this clauses function: is it an attempt to contract out of section 38(2): If it was; can you contract out of section 38(2) (talk about on Monday). o "It is contemplated that this joint venture partnership shall be permanent, and same shall not be terminated or dissolved by either party except upon mutual approval of both parties." o "If, however, either party shall terminate or dissolve said relationship, the terminating party shall pay to the other party, as liquidated damages ... "

Fiduciary Duties

· Just as was noted above: In selling the partnership assets (including if the assets are being sold to one of the current partners), the partners continue to have fiduciary duties to the partnership during the winding up. · Another fiduciary duty issue = It is a breach of a partner's fiduciary duty to dissolve a partnership in bad faith. See the Prentiss case. For another example, consider the following: Partner A and Partner B are 50/50 partners in a general partnership. Partner A has a fair amount of money and knows that Partner B is less well off. In fact, Partner A knows that Partner B does not have (and cannot raise) the money to bid on the partnership assets if the partnership were to be dissolved. Partner A also knows there are no other ready bidders for the partnership's assets. It would be bad faith for Partner A to dissolve the partnership for the purpose of buying the partnership assets at an unfairly low price.[1] (iv) The Pav-Saver case takes us through an analysis of UPA §38. Does the court's interpretation of "Paragraph 11" and its relationship with UPA §38 make sense? [1] KRB Teaching Manual.

Sample "Term Clauses" for a Partnership Agreement. Are they "at will" or for a "term"?

· Sample 1. This Agreement shall commence on the date hereof and shall continue until a majority of partnership interests votes to dissolve the partnership. o Term: run until partners vote to dissolve. · Sample 2. The term of the Partnership shall commence on the date of this Agreement and shall continue until terminated in accordance with Section 6. o Term. · Sample 3. The term of the Partnership shall continue until the earlier of (i) December 31, 2020, or (ii) the death or adjudication of incompetency as determined by a court of appropriate jurisdiction of any of the partners, unless the Partnership is earlier dissolved and terminated under this Agreement. o Term. · Sample 4. The term of the Partnership shall continue in perpetuity. o Term.

Authority of Partners

· The authority of partners to act for the partnership is terminated upon dissolution except so far as necessary to wind up partnership affairs or to complete transactions begun prior to dissolution, but not yet finished. UPA §33. · There is an exception to this rule when the dissolution is caused by the act, death or bankruptcy of a partner. UPA §34. You need not concern yourself with that exception. · Apparent authority may still apply during the winding-up period where the third party had no knowledge or notice of dissolution and either: (i) Had extended credit to the partnership prior to dissolution (UPA §35(b)(I)); or (ii) Knew of the partnership prior to dissolution (UPA §35(b)(II)). For this second type of third parties, the partnership can eliminate apparent authority by advertising the fact of dissolution in newspapers of general circulation where the partnership regularly conducts business.

· How does having a particular partnership undertaking impact the analysis of whether a partnership is for a set term or at will?

· Whether the partnership was "at will" or for a "specific term" plays a major role in determining whether an individual partner's decision to seek dissolution will be a breach of the partnership agreement. UPA §31(1)(b). See also Owen and Collins. · Decision to dissolve by the express will of a partner must be exercised in good faith, just like any other power held by a fiduciary. A partner cannot dissolve a partnership in order to capture the partnership business individually. See also Prentiss discussion below.

Where the Dissolution did not violate the partnership agree?

·Example: The partnership dissolved due to completion of the partnership term or mutual agreement amongst the partners. ·Example: Think back to the Lawlis case. The court determined that expelling Lawlis from the partnership was a dissolution that did not violate the partnership agreement. The court based its finding on UPA §31(1)(d), which provides that "Dissolution is caused (1) without violation of the agreement between the parties . . . (d) by the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners. ·Where the dissolution does not breach the partnership agreement, the winding up should be a relatively clean process as the partners do not have any special rights to each other as a result of the dissolution. The one issue that I would point out is that in selling the partnership assets (including if the assets are being sold to one of the current partners), the partners continue to have fiduciary duties to the partnership. The partners sell the partnership's assets and pay off its creditors. See UPA section 40 for the order of distribution.

Prentiss v. Sheffel

•Some facts found by the trial court: üIt was an at-will partnership. üNo written partnership agreement. üThe partnership had operated at a loss, but its performance was improving. •Trial court found Sheffel and Iger froze-out Prentiss, which served to dissolve the partnership. •Trial court ordered a liquidation of the partnership's assets, and Sheffel and Iger were the high bidders.