Litigation

By: Kristen Wetzel Ladd

The Pennsylvania Superior Court issued a recent decision which may impact many pending mortgage foreclosure actions and cause lenders to look more closely at notices that are sent. The case involved the question of whether the Act 91 Notice (required under 35 P.S. § 1680.403c) sent by Beneficial to a mortgagor – the same notice promulgated by the Pennsylvania Housing Finance Agency (“PHFA”) between September 8, 2008 and August 27, 2011 – was deficient under the Act. Although the notice advised of the right to have a meeting with a credit counseling agency it did not advise of the right to have the same meeting with the mortgagee. The statutory language required that the notice should provide notice regarding one or the other. Again, the notice used by Beneficial was the notice promulgated by the PHFA. The trial court specifically held that the Act 91 Notice was deficient because it omitted language informing of the right to seek a face-to-face meeting with the mortgagee within 30 days of issuance of the Notice. The trial court ordered the sheriff sale set aside and dismissed the action.

Although as of February 21, 2011, the Act 91 Notice has been temporarily suspended, if and when the notice is revived, it will need to advise the mortgagor of the right to a face to face meeting with both a credit counseling agency or the mortgagee. The moral of the story is that the model notices promulgated by an agency do not provide a safe harbor. The statute controls and when in doubt, provide as much and as expansive of a notice as possible.

The courts of this Commonwealth have long held that a deficient Act 91 notice strips the court of subject matter jurisdiction to entertain the action. Act 91 provides, in pertinent part, as follows:

Before any mortgagee may accelerate the maturity of any mortgage obligation covered under this article, commence any legal action including mortgage foreclosure to recover under such obligation, or take possession of any security of the mortgage debtor for such mortgage obligation, such mortgagee shall give the mortgagor notice as described in section 403-C. Such notice shall be given in a form and manner prescribed by the [Pennsylvania Housing Finance Agency ("agency") ]…

… The agency shall prepare a notice which shall include all the information required by this subsection and by section 403 of the act of January 30, 1974 (P.L. 13, No. 6), referred to as the Loan Interest and Protection Law. This notice shall be in plain language and specifically state that the recipient of the notice may qualify for financial assistance under the homeowner’s emergency mortgage assistance program. This notice shall contain the telephone number and the address of a local consumer credit counseling agency. This notice shall be in lieu of any other notice required by law. This notice shall also advise the mortgagor of his delinquency or other default under the mortgage and that such mortgagor has thirty (30) days to have a face-to-face meeting with the mortgagee who sent the notice or a consumer credit counseling agency to attempt to resolve the delinquency or default by restructuring the loan payment schedule or otherwise. (emphasis added).

Again, the Notice received by the mortgagor informed her that she had thirty days to have a face-to-face meeting with a consumer credit counseling agency, but did not inform her that she could meet face-to-face with the mortgagee within those thirty days. The trial court interpreted the language highlighted above to mean that the Act 91 notice sent by Beneficial to the mortgagor had to inform of the right that the mortgagor had thirty days either to have a face-to-face meeting with Beneficial or to have a face-to-face meeting with a consumer credit counseling agency. Because the Act 91 notice Beneficial sent to the mortgagor failed to inform of the right to meet with Beneficial, the trial court concluded that the notice was deficient and that the court thus lacked subject matter jurisdiction to entertain the matter.

Beneficial argued to the Superior Court that the trial court’s interpretation of Section 1680.403c failed to give effect to the word “or.” Beneficial further argued that the PHFA was vested with the discretion to decide whether the notice sent from a mortgagee to a mortgagor should include the option of the mortgagor meeting face-to-face with the mortgagee or the alternate option of the mortgagor meeting face-to-face with a consumer credit counseling agency, and that Beneficial was entitled to rely on the notice promulgated by the PHFA.

However, the Superior Court refused to provide a “safe harbor” based on Beneficial’s reliance on the form notice and affirmed the trial court’s finding that Subsection 1680.403c(b)(1) clearly and unambiguously required a mortgagee to provide to a mortgagor notice that the mortgagor had a choice of whether to meet face-to-face with the mortgagee or a consumer credit counseling agency. Since Beneficial’s Act 91 Notice – and the form notice provided by the PHFA – did not include the language regarding the right to meet face-to-face with the mortgagee, the notice was defective, which deprived the court of jurisdiction to hear the matter, relating back to the filing of the original complaint.

On May 28, 2011, the PHFA provided notice in the Pennsylvania Bulletin (41 Pa.B. 2789) that it had insufficient money available in the Homeowner’s Emergency Mortgage Assistance Program to accept new applications for emergency mortgage assistance on or after July 1, 2011. By supplemental notice published in the Pennsylvania Bulletin (41 Pa.B. 3943), PHFA established the date of August 27, 2011, after which mortgagees shall no longer be subject to the notice provisions of the Act. Thus, at any time on or after August 27, 2011, mortgagees may take legal action to enforce a mortgage without any further restriction or requirement of the Act (i.e., the Act 91 notice) without respect to the date upon which a mortgage obligation becomes delinquent. However, mortgagees are still required to issue the notice as provided by Section 403 of the Act of January 30, 1974 (P.L. 13, No. 6), 41 P.S. § 403, (the “Act 6 Notice”) under the provisions of that Act. The Act 6 Notice is required before accelerating the maturity of residential mortgage obligations of $221,540* or less, commencing any legal action including mortgage foreclosure to recover under such obligations, or taking possession of any security of the residential mortgage debtor for such residential mortgage obligations.

Since Act 91 Notices are no longer required, this is not an issue that creditors need to be concerned going forward unless and until the funding is restored or the ACT 91 Notice is otherwise reinstated. An en banc re-argument of the Vukmam decision has been requested. Stay tuned for more developments in this interesting case.

---

* The dollar figure applicable to the Act 6 Notice changes annually as published by the Department in the Pennsylvania Bulletin, typically in November of each year. See, e.g., 40 Pa.B. 6537.

Kristen Ladd

Kristen Ladd is an associate at Unruh, Turner, Burke and Frees, Kristen practices in the areas of Pennsylvania Litigation, and Pennsylvania Creditors’ Rights and Bankruptcy Law. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.


By: Kristen Wetzel Ladd

It is not uncommon in a commercial credit transaction to have a loan to a business which is guaranteed by the principals and secured by a mortgage on the principals’ residence.  When a default occurs, the creditor must choose how to proceed to collect, usually either by confessing judgment on the note or filing an action in mortgage foreclosure.  Confessing judgment is highly efficient (see my previous blog on The Utility of Confessed Judgments) – it allows for an instant lien against all real property owned by the defendant in the county in which judgment is confessed.  It further allows for execution against all types of property – personal property (bank accounts, cars, etc.) and real property owned by the judgment-debtor, even if the creditor does not have a mortgage on the real property.

Confessing Judgment On The Note
OR
Filing An Action In Mortgage Foreclosure

However, if the creditor is going to specifically target “residential real property” as the source of payment of the judgment, the creditor may gain nothing by confessing judgment.  This is because when executing on a confessed judgment against residential real property (defined in Act 6 as “real property located within this Commonwealth containing not more than two residential units or on which not more than two residential units are to be constructed and includes a residential condominium unit”), the creditor must first file an action to conform its confessed judgment prior to obtaining a writ of execution.  The action to conform is a de novo action, meaning that the defendant may raise defenses in the conform case, even if defendant ignored the confessed judgment for years or waived those defenses by failing to include them in a previous petition to open.

If the creditor wants to specifically pursue a sheriff sale of residential real property, the creditor may be better served by initially filing an action in mortgage foreclosure.    Once suit is filed, normal timelines can be expected for service on defendant and filing of default judgment if the defendant does not file any responsive pleading.  One advantage of a mortgage foreclosure over an action on the note is that a mortgage foreclosure case has extremely narrow grounds for counterclaims by defendants.  Also, there is no right to a jury trial in a mortgage foreclosure action.  There is no such ban on jury trials on actions under the note, unless the defendant waived the right to jury trial in the note itself.  An uncontested mortgage foreclosure action with no service issues takes approximately six months to complete in Pennsylvania, from the date of filing the complaint.

If you are a creditor who needs assistance deciding whether to proceed with an action on a note vs. a mortgage foreclosure action, the law firm of Unruh Turner Burke & Frees, P.C. may be able to assist you.

Kristen Ladd

Kristen Ladd is an associate at Unruh, Turner, Burke and Frees, Kristen practices in the areas of Pennsylvania Litigation, and Pennsylvania Creditors’ Rights and Bankruptcy Law. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Kristen Wetzel Ladd

Pennsylvania is one of the few states that allows judgment to be entered by confession in connection with a commercial credit transaction. Obtaining judgment by confession is desirable for a creditor in that it is usually easier, faster, and less costly than acquiring judgment through normal litigation procedures. There are several factors which contribute to the usefulness of a confessed judgment:

• Potentially Reducing Court Time and Attorney Expenses – Because the entering of a judgment by confession is performed by the Prothonotary, the judgment is of record as soon as it is filed by the creditor’s attorney.   This single act through the warrant of attorney avoids the adversary litigation that may ensue through normal litigation procedures. The creditor can quickly attempt to collect on the debt owed.
• Shifting Burden – Once a judgment is entered by confession, there is a presumption that it is a valid judgment. The judgment-debtor has the initial burden of proving that the judgment should be open or stricken, should the debtor seek to attack the judgment. Instead of the creditor needing to prove its case, the debtor is required to do so in order to have the judgment opened. A debtor seeking to open a confessed judgment must demonstrate that there is evidence of meritorious defenses to survive a directed verdict motion and reach a jury.
• Locks Lien Priority – The date that the judgment is entered by confession locks in the creditor’s lien priority on real estate on which the creditor does not already have a mortgage. The judgment acts as a general lien against all real property owned by the debtor in the county where the judgment is entered. This is distinguishable from a mortgage, which is a specific lien against a particular piece of real property. Lien priority may become important in subsequent foreclosure or bankruptcy proceedings, as the priority affects when and if a creditor will be paid through a bankruptcy or sheriff sale of real property. The confession of judgment clause is an important tool for obtaining security for an otherwise unsecured debt.
• The Mere Filing Of A Petition To Strike And/Or Open A Confessed Judgment Does Not Act As An Automatic Stay– a debtor wishing to remove a confessed judgment must act promptly and present evidence of meritorious defenses. However, the mere filing of a petition to open or strike does not automatically affect the lien of the judgment or the right to execution. The debtor must request and obtain from the court a stay of execution in order to halt the creditor’s rights of execution.

A warrant of attorney to confess judgment is one of the most powerful clauses in a contract due to its power, as outlined above, to divest the debtor of constitutional rights and procedural protections. Therefore, courts strictly construe the language of a warrant of attorney and a creditor must be certain to follow specific procedures when obtaining a contract with a confession clause.  If you are a creditor who needs assistance with drafting a contract with the power to confess judgment, the law offices of Unruh Turner Burke & Frees may be able to assist you.

Kristen Ladd

Kristen Ladd is an associate at Unruh, Turner, Burke and Frees, Kristen practices in the areas of Pennsylvania Litigation, and Pennsylvania Creditors’ Rights and Bankruptcy Law. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Nancy J. Glidden

Powers of Attorney (“POA’s”) are authorized under Pennsylvania law and are integral to many types of transactions. The Pennsylvania Supreme Court’s relatively recent decision in Vine v. Commonwealth of Pennsylvania[1], however, has injected uncertainty into the immunity afforded when a third party acts in good faith reliance upon a POA.

Section 5608(b) of Pennsylvania’s Probate, Estates and Fiduciaries Code provides:

Any person who acts in good faith reliance on a power of
attorney shall incur no liability as a result of acting in
accordance with the instructions of the agent.

In Vine, the Court held that the immunity of Section 5608(b) applies only in circumstances where the POA is actually valid and, by extension, the agent is legally an agent. While at first glance this may not appear to be such a radical concept, the practical effect is quite disturbing and disruptive for third parties who regularly engage in transactions involving POA’s. Prior to Vine, when an agent presented a POA that facially met all statutory requirements and thus appeared to be valid, a third party had comfort level in carrying out the agent’s directions because it was believed that in instances where a problem developed, Section 5608 provided immunity.

Now in a post-Vine world, a third party who acts at an agent’s direction pursuant to a POA does so at their peril unless determining first that the POA is in fact valid and the agent is in fact authorized. Since conducting such an investigation is time-consuming, potentially costly, and cumbersome, an alternative is for third parties to simply decline to engage in transactions in which a POA is involved. Since Vine, increasingly many third parties are opting for this latter approach. A disruption to banking affairs, real estate transactions, and estate planning is the obvious result.

To ameliorate the effects of Vine, and restore commercial viability to POA’s, discussions are under way to amend the Probate, Estates and Fiduciaries Code to provide greater safeguards to principals executing POA’s, and to clarify the circumstances under which third parties acting in good faith when presented with POA’s can expect immunity. For principals, amending Section 5601(b) to both require and increase the number of witnesses, requiring specific averments as to free will and capacity, and requiring formal execution by the principal and witnesses in the presence of a notary public, are apt to provide greater protections and reduce the chances of fraudulent or invalid POA’s entering the stream of commerce. For third parties, amending Section 5608(b) to expressly provide immunity when a third party acts in good faith reliance upon a POA that appears to be valid makes a great deal of sense and would go a long way toward returning POA’s to the level of acceptance found prior to Vine.

The Pennsylvania Bar Association’s Section on Real Property, Probate and Trusts, and the Elder Law Section jointly support such changes and it is hoped that the legislative process will move forward and act to amend the Probate, Estates and Fiduciaries Code at the earliest possible opportunity.

Ms.Glidden is a member of the Pennsylvania Bar Association’s Real Property, Probate and Trust Law Section Council.

Nancy Glidden

Nancy Glidden is an attorney at Unruh, Turner, Burke and Frees. Nancy practices in the areas of Pennsylvania litigation, mediation and arbitration. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania, which serve the Main Line and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

[1] The Vine opinion was issued by the Pennsylvania Supreme Court on December 21, 2010, and it appears at 9 A.3d 1150 (Pa. 2010).

By: Kristen Wetzel Ladd

As the holder of an unsecured  debt (that is, a debt which is not secured by a mortgage on real estate  or a security interest in personal property), how does a creditor  proceed with collecting its debt in the event that its borrower ceases  payment? The first step is to determine what, if any, notice is required  to the borrower under the contract existing between the creditor and  borrower. After demand is made, the borrower usually has a set amount of  time in which to either reinstate or pay off the debt. If the borrower  is non-responsive to the payment demand, the creditor may then sue the  borrower for the unpaid debt. The borrower must respond to the  creditor’s complaint within a certain timeframe after service. If no  response is filed, the creditor will be able to obtain a default  judgment.

Once the judgment is acquired,  it acts as a lien against all real estate owned by the borrower in the  county where the judgment is entered. The creditor then has —if the  borrower still doesn’t pay — a number of methods to ensure repayment.   The judgment lien means that if the borrower’s property is sold,  proceeds of the sale (if there are proceeds; i.e. the property is not  “underwater” on equity) must be applied against the creditor’s debt. The  borrower’s property cannot be sold free and clear of all liens until  the creditor’s lien is paid off, which means that the lien both makes it  more difficult to sell the property (since the owner’s interest is not  free and clear) and also makes it more difficult to profit from the  property’s sale. The creditor can take a “sit and wait” approach until  the borrower tries to sell the property. If this strategy is taken, the  creditor must revive its judgment lien every five years to maintain its  priority.

Another option for the  creditor is to execute on the judgment against personal assets of the  borrower. While wages cannot be garnished in Pennsylvania (except for  certain types of debts such as a debt for a domestic support  obligation), other personal property such as a bank account in the  borrower’s name, may be attached. What this means is that any money  existing in the bank account as of the date of garnishment (excluding  the Pennsylvania statutory exemption and the garnishee bank’s  administrative fees) will become available to the creditor for  satisfaction of its judgment.

If you are a creditor who  needs assistance with collecting a debt, the law offices of Unruh Turner Burke & Frees may be able to assist you with your claim.

Kristen Ladd

Kristen Ladd is an associate at Unruh, Turner, Burke and Frees, Kristen practices in the areas of Pennsylvania Litigation, and Pennsylvania Creditors’ Rights and Bankruptcy Law. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Donald C. Turner

In these difficult economic times, employee theft is an all too frequent occurrence that can disrupt operations and wreak financial ruin. As a result, purchasing insurance to protect your business from such transgressions is advisable. Fidelity Insurance provides coverage for loss of money or property due to employee theft. Some policies also provide coverage of losses attributable to computer theft. Upon learning of a loss due to theft or fraud, business owners should immediately notify the insurance company in writing and conduct an investigation in an attempt to identify the scope of the loss, the perpetrator, and the disposition of the stolen property. In these matters, time truly can be of essence.

Donald C. Turner, a founding member of Unruh, Turner, Burke & Frees, has been practicing law in Chester County for over twenty years.  If you have any questions about protecting your business from employee theft, contact Donald Turner at our West Chester office by calling (610) 692-1371.

By: Nancy J. Glidden

Read my recent blog about Exactly How Confidential Is The Mediation Process? .

For more information, contact Nancy Glidden.

By: Dan Dwyer

Daniel P. Dwyer

Dan Dwyer is an associate at Unruh, Turner, Burke and Frees, Dan practices in the areas of Pennsylvania Commercial Litigation and Governmental Law. The firm maintains law offices in Phoenixville, Malvern, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Christopher L. Turner

If you are bringing a legal claim in a Pennsylvania in Common Pleas Court, you should be aware that the counties utilize a compulsory arbitration program containing its own rules and procedures that must be carefully observed.  For example, in Chester County, all civil cases at law where the amount in controversy in each cause of action, exclusive of interest and costs, does not exceed fifty thousand dollars ($50,000.00) and which do not involve title to real property, is to be submitted, heard and decided by a board of arbitrators.

The arbitration program in Chester County is administered by the office of the court administrator and is governed by the Pennsylvania Rules of Civil Procedure and the Chester County Local Rules of Court.  The date, time and place of the arbitration will be assigned by the Prothonotary when an eligible action is commenced.   Some commonly asked questions regarding Chester County’s compulsory arbitration program are addressed below.

Can I object to the matter being submitted for arbitration?

Any party may, for good cause shown, object to the matter being submitted to arbitration by notifying the court administrator in writing with notice to all other parties.  The court administrator is initially charged with making the determination as to the validity of any objection to the arbitration.  Any party dissatisfied with the determination of the court administrator shall have the right to have the matter determined by the assigned judge.

Can I get a continuance of my arbitration date?  If so, how is a continuance requested?

If a continuance of a scheduled arbitration is needed, a request should be submitted to court administration several weeks before the arbitration.  In most cases, such request  will be granted and the matter will be rescheduled.  Further, if the parties have not filed necessary pleadings (such as a complaint and/or answer), the request for a continuance should inform the court administrator that the pleadings remain open.  Parties should always attempt to contact the other parties to the action to determine whether they have an objection to their request for a continuance.

Where are Chester County Arbitrations Held?

All arbitration hearings shall be held in the Courthouse in West Chester, unless the arbitrators and all parties agree otherwise.

Who are the arbitrators for the arbitration and how many will hear my case?

The arbitrators selected by court administration for the arbitration consists of three attorneys admitted to practice law before the Supreme Court of Pennsylvania and actively engaged in the practice of law primarily in Chester County.

Stay tuned for more information regarding compulsory arbitrations including the documents required to be filed in anticipation of the arbitration as well as the dangers of failing to appear at a scheduled arbitration.  Caution is highly recommended in preparing for an arbitration and an attorney should be consulted to help better understand the benefits and burdens of the arbitral process.

Christopher L. Turner

Christopher L. Turner is an associate at Unruh, Turner, Burke and Frees, Christopher practices in the areas of Pennsylvania Civil Litigation, Estate, Wealth and Asset Protection, Orphans’ Court Litigation, and Trust and Estate Administration.  The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Kristen Wetzel Ladd

For a creditor, obtaining a judgment against a debtor is only the first step to recovering a debt owed.  Executing on that judgment is the next, trickier step to satisfying the debtor’s obligation.  The creditor must find the debtor’s assets in order to levy, attach, and garnish them.  However, occasionally, when dealing with a sophisticated and savvy debtor, the creditor will find that the debtor has transferred some of his assets so that there is nothing left for the creditor to execute against.

For example, a bank confessed judgment against a corporate borrower and its individual guarantor in the amount of $470,000.  A few days after the judgment was entered, the guarantor deeded title to his 50 ft yacht to his wife, who was not a judgment-debtor. In trying to collect the judgment 30 days after it was entered and notices were served, the sheriff was dispatched to levy upon the yacht, only to learn of the transfer to the wife.  Investigation revealed that the yacht, worth over $500,000, was transferred to the wife for no consideration.  The bank considered the transfer to be fraudulent and brought an action against the guarantor. This was an actual case that occurred in 2006 in Delaware County.

A transfer to defeat the rights of creditors violates civil statutes known as the Pennsylvania Uniform Fraudulent Transfers Act, (PUFTA) 12 Pa.C.S.A. § 5101 et seq.  PUFTA grants a statutory remedy to creditors where a debtor has acted to hinder his creditors and identifies several factors for scrutinizing transfers as fraudulent to creditors.

The general rule is that a transfer made or obligation incurred by a debtor is fraudulent as to a creditor, whether the creditor’s claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation:

1. with actual intent to hinder, delay or defraud any creditor of the debtor; or
2. without receiving a reasonable equivalent value in exchange for the transfer or obligation, and the debtor:

(a) was engaged or about to engage in a business or transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction; or
(b) intended to incur, or believed or reasonably believed that the debtor would incur, debts beyond the debtor’s ability to pay as they became due.

To ascertain actual intent, a court will consider whether:

1. the transfer was to an insider;
2. the debtor retained control or possession after the transfer;
3. the transfer was concealed;
4. the debtor had been sued or threatened with suit before the transfer was made;
5. the transfer was substantially all of the debtor’s assets;
6. the debtor absconded;
7. the debtor removed or concealed assets;
8. the value of the consideration received by the debtor was reasonably equivalent to the value of the asset transferred or the amount of the obligation incurred; and
9. the debtor was insolvent or became insolvent shortly after the transfer.

If the court determines that the transfer was fraudulent, PUFTA provides remedies that the court may impose.  The court may void the transfer, or set aside the entire transaction so that the transferred property is actually returned to the ownership of the debtor so that the creditor may proceed against it by legal process.  The court may issue an attachment against the asset transferred which would permit the court to put the transferred asset directly under the control of the court from where the creditor could cause it to be sold and the proceeds used to pay the debt. The court may issue an injunction against further transfers by either the debtor which is an efficient way to ensure that the property to be used to satisfy the debt does not again become lost. The court may appoint a receiver to take physical possession of the asset so that the value may be preserved for the creditor. Finally, the court may directly issue execution process, that is, authorize the sheriff to go out and seize the asset or its proceeds and pay the claim of the creditor.

If you are a creditor and you believe that your judgment-debtor may have transferred assets fraudulently, the law offices of Unruh Turner Burke & Frees may be able to assist you with you claim.  PUFTA limits the period in which you can bring your claim to four years from the date of actual or constructive notice of the fraudulent transfer.

Kristen Ladd

Kristen Ladd is an associate at Unruh, Turner, Burke and Frees, Kristen practices in the areas of Pennsylvania Litigation, and Pennsylvania Creditors’ Rights and Bankruptcy Law. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.