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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Ivy v. Calais Company, Inc. (6/2/2017) sp-7176

Ivy v. Calais Company, Inc. (6/2/2017) sp-7176

          Notice:   This opinion is subject to correction before publication in the P                    ACIFIC  REPORTER.  

          Readers are requested to bring errors to the attention of the Clerk of the Appellate Courts,  

                                                                                                              

          303 K Street, Anchorage, Alaska 99501, phone (907) 264-0608, fax (907) 264-0878, email  

                                                                                                                

          corrections@akcourts.us.  



                     THE  SUPREME  COURT  OF  THE  STATE  OF  ALASKA  



DEBORAH  KYZER  IVY,  Individually                             )  

and  as  a  Derivative  Plaintiff  on  behalf  of              )     Supreme  Court  No.  S-15967  

the  interests  of  CALAIS  COMPANY,                           )  

INC.,  and  its  SHAREHOLDERS,                                 )     Superior  Court  No.  3AN-07-08813  CI  

                                                               )  

                             Appellant,                        )                        

                                                                     O P I N I O N  

                                                               )  

          v.                                                   )                                  

                                                                    No. 7176 - June 2, 2017  

                                                               )  

                                             

CALAIS COMPANY, INC., C.R.                                     )  

                                                          

"KELLY" FOSS, Individually, and as a                           )  

                                                    

Shareholder and Former President and                           )  

                                           

Board Member of CALAIS COMPANY,  )  

                                                            

INC., JUDY FOSS, Individually and as                           )  

                                                   

President and Board Member and Share-                          )  

                                                           

holder of CALAIS COMPANY, INC.,                                )  

                                                      

THE C.R. FOSS LIVING TRUST,                                    )  

                                                

McMAC FAMILY, LLP, THE RODNEY )  

                                                        

L. JOHNSTON TRUST, BRIAN W.                                    )  

                                              

DURRELL, Individually, and DURRELL )  

                                            

LAW GROUP, PC, WELLS FARGO                                     )  

                                                  

ALASKA TRUST COMPANY, NA,                                      )  

                                            

JOHN MCMANAMIN, as a Shareholder  )  

                                                 

and Officer, and Former Officer and                            )  

                                                         

Board Member and General Manager of                            )  

                                                   

CALAIS COMPANY, INC. (but not                                  )  

                                          

individually), MATTHEW SWEENEY,                                )  

                                                        

Individually and as Putative Director of                       )  

                                             

CALAIS COMPANY, INC., MICHAEL   )  

                                                   

PETERSON, as a Board Member and                                )  

                                      

Shareholder of CALAIS COMPANY,                                 )  

                                                 

INC. (but not individually), and JANE/                         )  

                                     

JOHN DOE(S) I to XX                                            )  


----------------------- Page 2-----------------------

CONSPIRATORS,                                                   )
  

                                                                )
  

                              Appellees.                        )
  

                                                                )
  



                                                                                                       

                    Appeal from the Superior Court of the State of Alaska, Third  

                                                                                              

                    Judicial District, Anchorage, William F. Morse, Judge.  



                                                                                                     

                    Appearances:  Phillip Paul Weidner and Lisa Rosano, Phillip  

                                                                                                            

                    Paul Weidner & Associates, APC, Anchorage, and Charles E.  

                                                                                                         

                    Cole,  Law  Offices  of  Charles  E.  Cole,  Fairbanks,  for  

                                                                                                    

                    Appellant. Jeffrey M. Feldman, Summit Law Group, Seattle,  

                                                                                                      

                    Washington,  and  Susan  Orlansky,  Reeves  Amodio  LLC,  

                                                                                                         

                    Anchorage, for Appellees Calais Company, Inc., J. Foss, The  

                                                                                    

                    C.R.       Foss       Living         Trust,       McMac           Family,         LLP,  

                                                                                                           

                    J. McManamin, M.  Sweeney, and M. Peterson.   Notice  of  

                                                                                               

                    nonparticipation  filed  by  Patrick  B.  Gilmore,  Atkinson,  

                                                                                                          

                    Conway & Gagnon, Anchorage, for Appellees B. Durrell and  

                                                                                                           

                    Durrell Law Group, PC.  Notice of nonparticipation filed by  

                                                                                                       

                    Gary A. Zipkin and Michael S. McLaughlin, Guess & Rudd  

                                                                                                         

                    P.C., Anchorage, for Appellee Wells Fargo Alaska Trust Co.,  

                                                                                                      

                    N.A.  No appearance by Appellee Rodney L. Johnston Trust.  



                                                                                                   

                    Before: Stowers, Chief Justice, Winfree, Bolger, and Carney,  

                                                                      

                    Justices.  [Maassen, Justice, not participating.]  



                                      

                    BOLGER, Justice.  



    

I.        INTRODUCTION  



                                   

                                                                                                                            

                    Deborah  Ivy  is a shareholder  in  Calais Company,  Inc.,  a closely  held  



                                                                                                                  

corporation.  Ivy sued Calais in 2007 seeking dissolution of the company.  The parties  



                                                                                                                     

settled, and Calais agreed to buy out Ivy's shares of the company based on a valuation  



                                                                                                                 

of Calais conducted by a three-member appraisal panel.   The appraisers returned an  



                                                                                                                         

initial  valuation  in  2009.              The  superior  court  approved  that  valuation,  but  Calais  



                                                                                                                               

appealed.   We reversed and remanded, concluding that the appraisers had failed to  



                                                               -2-                                                        7176
  


----------------------- Page 3-----------------------

understand their contractually assigned duty.                                                                              The appraisal panel returned a second                                                



valuation in October 2014, which the superior court again approved.                                                                                                                    Ivy now appeals,         



arguing (1) that on remand the superior court improperly instructed the appraisers; (2)                                                                                                                                      



that the appraisers made substantive errors in their valuation; and (3) that she is entitled                                                                                                                     



to post-judgment interest.                                              For the reasons explained below, we affirm the appraisal                                                                            



panel's valuation of Calais, but we reverse the superior court's denial of Ivy's request   



for post-judgment interest.                       



II.               FACTS AND PROCEEDINGS                  



                  A.               Prior Proceedings In                                        Calais Co. v. Ivy                    

                                                                                                                                                           1 Ivy filed suit against Calais  

                                   As this court summarized in                                                Calais Co. v. Ivy                          ,                                                           



                                                                                                                                                                                                                    

                                                                                                                                                                                                                    Calais  

in 2007 seeking involuntary dissolution of the corporation under AS 10.06.628.  

                                                                                                                                                                                      



                                                                                                                                                                                                      

owns several tracts of land in Anchorage and does business in real estate acquisition,  



                                                                                                                                                                                                                          

development,  rental,  and  leasing.                                                             The parties reached a settlement agreement (the  



                                                                                                                                                                                                                                

Agreement) in 2009 in which Ivy agreed to dismiss all her claims and Calais agreed to  



                                                                                                                           

purchase Ivy's shares of the company's stock based on a valuation of the company by  



                                                                                                                                                                                                                             

a three-member appraisal panel. The Agreement required the appraisers to calculate the  



                                                                                                                                                                                                                               

"fair value under AS 10.06.630(a)."  That statute provides that "[t]he fair value shall be  



                                                                                                                                                                                                                               

determined on the basis of the liquidation value, taking into account the possibility of  

                                                                                                                                                                        2      After the panel was  

                                                                                                                                                                                                                          

sale of the entire business as a going concern in liquidation." 



assembled, two of the appraisers determined that the "fair market value" of Calais was  

                                                                                                                                                                                                                           



$92.5 million.  The third appraiser wrote a letter to the superior court stating that he  

                                                                                                                                                                                                                              



believed that the majority's methodology failed to comply with the Agreement.   He  

                                                                                                                                                                                                                           



argued that the majority had determined the "fair market value" of Calais's real estate  

                                                                                                                                                                                                                      



                  1                 303  P.3d  410,  411-14  (Alaska  2013).   



                  2                AS   10.06.630(a).  



                                                                                                               -3-                                                                                                                7176  


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holdings and not, in his view, the "fair value" of the corporation as required by the                                                                                                  



Agreement.     Specifically,   he   objected   to   the   majority's   failure   to   account   for   any  



applicable capital gains taxes and liquidation costs.                                                                    The superior court upheld the                                 



majority's valuation, and Calais appealed to this court.                                                    



                             Wefirst           determined that theterms                               oftheAgreement authorized thesuperior                                  



court to review the appraisers' decision in order to ensure that the appraisers complied                                                                                  

                                                                                                       3     We distinguished this from second- 

with the contractual terms of the Agreement.                                                                                                                                



guessing the valuation reached by the appraisers, which was expressly prohibited by the  

                                                                                                                                                                                        

Agreement.4   We then interpreted "fair value" as used in the Agreement to mean not the  

                                                                                                                                                                                        



"fair market value" of the company's assets (as the majority appraisers assumed), but the  

                                                                                                                                                                                        

"liquidation value" of the company, as that term is used in AS 10.06.630(a).5                                                                                                         We  

                                                                                                                                                                                     



explained that the "liquidation value" included deductions for any applicable capital  

                                                                                                                                                                               



gains taxes and liquidation costs, and we reversed the superior court's decision because  

                                                                                                                                                                             

the majority appraisers had failed to take those taxes and costs into consideration.6  

                                                                                                                                                     



               B.            Proceedings On Remand  

                                                                    



                             On remand the superior court instructed the appraisers to calculate the fair  

                                                                                                                                                                                       



value of Calais in accordance with our opinion and to submit a report stating that value  

                                                                                                                                                                                  



and describing their reasoning.  The panel members then completed their appraisal and  

                                                                                                                                                                                      



issued a report.   The report explained that the appraisers summed up the individual  

                                                                                                                                                                       



property values of Calais's real estate holdings to arrive at a "cumulative Market Value"  

                                                                                                                                                                               



of $87,580,000.  The report then explained how the appraisers subtracted liquidation  

                                                                                                                                                                      



               3              Calais, 303 P.3d at 414-17.                



               4             Id. at 415.  

                                           



               5             Id.  at 418-20.   



               6  

                                           

                             Id. at 419-20.  



                                                                                            -4-                                                                                    7176
  


----------------------- Page 5-----------------------

 costs and capital gains taxes and accounted for Calais's other assets and liabilities to                                                                                                                                                                                                                                                                                                                                                                                       



reach a final "fair value" of $54 million.                                                                                                                                                                                      



                                                                          Ivy moved the superior court to reject the panel's determination of fair                                                                                                                                                                                                                                                                                                                      



value.   Ivy's motion focused primarily on the fact that the appraisers had calculated the                                                                                                                                                                                                                                                                                                                                                                                 



value of Calais based on a piecemeal sale of the company's assets, rather than on a sale                                                                                                                                                                                                                                                                                                                                                                        



 of the entire company as a going concern.  She contended that the value of Calais in a                                                                                                                                                                                                                                                                                                                                          



 sale of the entire company as a going concern would have resulted in a much higher "fair                                                                                                                                                                                                                                                                                                                                                                           



value" for the company, and that the appraisers were therefore required to take this                                                                                                                                                                                                                                                                                                                                                                                  



 approach because they were required to choose the valuation method that achieved the                                                                                                                                                                                                                                                                                                                                                                                      



 "maximum return."                                                                                            Ivy also asserted various other errors in the appraisers' valuations.                                                                                                                                                                                                                                                                                                            



                                                                          The superior court rejected Ivy's arguments and accepted the appraisers'                                                                                                                                                                                                    



report.   Ivy moved for reconsideration, largely repeating the arguments she had already                                                                                                                                                                                                                                                                                                                                                            



made    and    also    requesting    post-judgment    interest.       The    superior    court    denied  



reconsideration and also denied her request for interest.                                                                                                                                                                                                            



                                                                          Ivy now appeals, arguing that (1) the superior court improperly instructed                                                                                                                                                                                                                                                                                  



the appraisers on remand; (2) the appraisers made substantive errors in their valuation;                                                                                                                                                                                                                                                                                                                                             



 and (3) she is entitled to post-judgment interest.                                                                                                                                                                                                                       



III.                                 DISCUSSION  



                                     A.                                   The Appraisal Panel Was Properly Instructed                                                                                                                                                                                                                                     .  



                                                                          In   Calais  we remanded to the superior court to remand to the appraisal                                                                                                                                                                                                                                                                                     



panel with "explicit instructions to calculate 'fair value' as defined by AS 10.06.630(a),                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                              7   Ivy argues that the superior court  

the other terms of the Agreement, and this opinion."                                                                                                                                                                                                                                                                                                                                                                                                           



 failed to comply with this mandate.   We review de novo whether the superior court  

                                                                                                                                                                                                                                                                                                                                                                                                                                                              



                                     7                                   Id. at 420.  

                                                                                                        



                                                                                                                                                                                                                                       -5-                                                                                                                                                                                                                        7176  


----------------------- Page 6-----------------------

                                                                                                                                                                                             8  

correctly applied our mandate on remand.                                                                                                                                                          For the reasons we are about to explain, Ivy's                                                                                                                                       



argument is without merit.                                                                    



                                                              We remanded in                                                             Calais  so that the superior court could correct the majority                                                                                                                                                                  



appraisers' erroneous belief that "fair value" was synonymous with "fair market value."                                                                                                                                                                                                                                                                                                                            



The superior court did exactly that on remand, instructing the appraisers that " 'fair                                                                                                                                                                                                                                                                                                   



value' is not synonymous with 'fair market value' " and that "[t]he 'fair market value'                                                                                                                                                                                                                                                                                          



of Calais's assets is just one factor to be considered in determining the 'fair value' of                                                                                                                                                                                                                                                                                                           



Calais."   The superior court's instructions also quoted AS 10.06.630(a), providing that                                                                                                                                                                                                                                                                                                     



"[t]he fair value shall be determined on the basis of the liquidation value, taking into                                                                                                                                                                                                                                                                                                   



account the possibility of sale of the entire business as a going concern in a liquidation."                                                                                                                                                                                                                                                                                                                       



                                                              Ivy, however, makes much of our requirement that the superior court issue                                                                                                                                                                                                                                                 



"explicit instructions." According to Ivy, this language meant that the superior court was                                                                                                                                                                                                                                                                                                   



required   not only to                                                                             instruct the appraisers to                                                                                                    "calculate 'fair                                                         value'   as defined                                                                    by  



AS 10.06.630(a), the other terms of the Agreement, and [our] opinion [in                                                                                                                                                                                                                                                                          Calais]," but   



also to provide detailed instructions on how to make this calculation, including, for                                                                                                                                                                                                                                                                                                          



example, "allow[ing] expert                                                                                                      input fromtheparties regarding the precise manner in which                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                 9         Most notably, Ivy  

to take into account capital gains taxes and costs of liquidation."                                                                                                                                                                                                                                                                                                                           



argues that the superior court should have instructed the appraisal panel that "[s]ince  

                                                                                                                                                                                                                                                                                                                                                                         



Calais is a profitable corporation, you are required to determine the 'fair value' of Calais  

                                                                                                                                                                                                                                                                                                                                                                                  



on a going concern basis."  (Emphasis added.)  

                                                                                                                                                                                                                         



                               8                             Moeller-Prokosch v. Prokosch                                                                                                                   , 53 P.3d 152, 154 (Alaska 2002) (quoting                                                                                                                  



 Williams v. Crawford                                                                               , 47 P.3d 1077, 1079 (Alaska 2002)).                                                                                                     



                               9                              Ivy also asks us to instruct the superior court to take over the appraisal  

                                                                                                                                                                                                                                                                                                                                                                    

process on remand. Because we uphold the panel's appraisal, we need not consider that  

                                                                                                                                                                                                                                                                                                                                                                                              

request.  



                                                                                                                                                                                                 -6-                                                                                                                                                                                     7176
  


----------------------- Page 7-----------------------

                               The detailed instructions requested by Ivy, however, would have violated                                                                            



 the   Agreement's  requirement   that   "the   appraisers   .   .   .   exercise   their   expertise   and  



judgment  in  their  determination  [of  the  fair  value  of  Calais]  .  .  .  without  input  or  



 communication from [the parties]."                                               Furthermore, Ivy's proposed instruction                                                      requiring  



 the appraisers to calculate the fair value of Calais as a going concern would have been                                                                                                  



plainly inappropriate.                             As we noted in                     Calais, the Agreement specifically refers "to fair                                                     

                                                                        10     That statute provides that "[t]he fair value shall be  

value under AS 10.06.630(a)."                                                                                                                                                                  



 determined on the basis of the liquidation value, taking into account the possibility of  

                                                                                                                                                                                                

 sale of the entire business as a going concern in a liquidation."11                                                                                 As a California court  

                                                                                                                                                                                         



 interpreting  similar  language  has  concluded,  "liquidation  value"  means  either  the  

                                                                                                                                                                                             



 "valuation of the corporation as a going concern in liquidation or the piecemeal valuation  

                                                                                                                                                                                

                                                                                                                                            12  The Agreement did not  

 of the company's assets and liabilities as of the valuation date."                                                                                                                           

                                                                                                                                



 specify which of these two valuation options the appraisers should use, and it therefore  

                                                                                                                                                                               



placed  the  task  of  choosing  between  these  two  options  within  the  "expertise  and  

                                                                                                                                                                                            



judgment" of the appraisers.  In other words, the Agreement required the appraisers to  

                                                                                                                                                                                                 



 consider the possibility of a going concern sale, and then, if they concluded that such a  

                                                                                                                                                                                                   



 sale was possible, to determine which of the two valuation options - a sale of the  

                                                                                                                                                                                              



 company as a going concern or a piecemeal valuation of the company's assets - would  

                                                                                                                                                                                       



return a higher value. Ivy's proposed instruction would have made these determinations  

                                                                                                                                                                    



by judicial decree because it would have required the appraisers to use a going concern  

                                                                                                                                                                                   



valuation as the basis for their "fair value" determination. That instruction was properly  

                                                                                                                                                                                  



rejected by the superior court.  

                                                        



                10             Calais, 303 P.3d at 419.                     



                11             AS 10.06.630(a) (emphasis added).                               



                12  

                                                                                                                                                                  

                               Trahan v. Trahan, 120 Cal. Rptr. 2d 814, 822 (Cal. App. 2002).  



                                                                                               -7-                                                                                        7176
  


----------------------- Page 8-----------------------

                     B.	                 Ivy Has Not Shown Any Error In The Appraisal.                                                                                 



                                         Ivy also challenges the appraisal panel's determination of the fair value of                                                                                                                                              



Calais.    She argues that the appraisers failed to consider a sale of Calais as a going                                                                                                                                                               



concern, that the appraisers' report was inadequately detailed, and that the appraisers                                                                                                                                                  



made various other errors in valuing the company's assets and liabilities. For the reasons                                                                                                                                                         



explained below, we reject Ivy's arguments.                                                           



                                          1.	                 Ivy has not                             shown that                               the appraisers failed                                                   to  "tak[e]   into  

                                                              account the possibility of sale of the entire business as a going                                                                                                                        

                                                              concern."  



                                         As we have already discussed, the Agreement required the appraisers to                                                                                                                                                    



determine the "fair value" of Calais "on the basis of the liquidation value,                                                                                                                                                           taking into   

account the possibility  of sale of the entire business as a going concern."13  Ivy argues  



                                                                                                                                                                                                                                                     

that the appraisers failed to even consider the possibility of a sale of Calais as a going  



                                                                                                                                                                                                                                                                

concern, that this failure demonstrates "a lack of understanding or completion of the  



                                                                                        14  

                                                                                                                                                                                                                                                   

contractually assigned task,"                                                                  and that this court should therefore set aside the panel's  



                               15  

valuation.                           



                     13	                 AS 10.06.630(a) (emphasis added).                                                                              



                     14                   Calais, 303 P.3d at 416-17                                                      (quoting  Farmers Auto.                                                 Ins. Ass'n v.Union Pac.                                   



Ry. Co.                , 768 N.W.2d 596, 607 (Wis. 2009)).                                                        



                     15                  In this appeal, Ivy ostensibly asks us to reverse the appraisers' award  

                                                                                                                                                                                                                                                     

because the appraisers failed to understand or comply with the terms of the Agreement.  

                                                                                                                                                                                                                                                                             

This would raise a mixed question of fact and law:  it requires us to determine (1) how  

                                                                                                                                                                                                                                                            

the appraisers reached their valuation (a factual question) and (2) whether that process  

                                                                                                                                                                                                                                                  

 shows "a lack of understanding or completion of the contractually assigned task" (a legal  

                                                                                                                                                                                                                                                           

question). But as we are about to explain, Ivy is actually asking us to determine whether  

                                                                                                                                                                                                                                                 

the appraisers accurately valued Calais.  We review de novo whether the Agreement  

                                                                                                                                                                                                                                       

permits judicial review of the accuracy of the appraisers' award.  Id. at 414.  

                                                                                                                                                                                                                           



                                                                                                                                 -8-	                                                                                                                     7176
  


----------------------- Page 9-----------------------

                                                          Ivy's argument rests on a factual assertion:                                                                                                                                                  that the appraisers did not, in                                                                                         



fact, "tak[e] into account the possibility of a sale of the entire business as a going                                                                                                                                                                                                                                                                        



concern" during their deliberations. But rather than support this assertion with any direct                                                                                                                                                                                                                                                                      



evidence of the appraisers' process, Ivy asks this court to make an inference. She argues                                                                                                                                                                                                                                                                    



that the appraisers were required to choose the valuation method - either a piecemeal                                                                                                                                                                                                                                                   



 sale of assets or a sale of the company as a going concern - that returned the highest fair                                                                                                                                                                                                                                                                              



value for the company. And according to Ivy, the value of Calais in a going concern sale                                                                                                                                                                                                                                                                                



                                                                                                                                                                                                                                                                                                                16  

is much more than the $54 million valuation reached by the appraisers.                                                                                                                                                                                                                                                  Therefore, Ivy   



reasons, the appraisers must have failed to consider the possibility of a going concern                                                                                                                                                                                                                                                               



 sale during their deliberations.                                        



                                                          As   we   explained   in   Calais,   however,   "[t]he   court's   role   [under   the  



Agreement] is not to determine whether the third party [appraisers] accurately valued the                                                                                                                                                                                                                                                                                   



                                                                                                                                                                                                                                                                                                                              

item . .  .  but  whether the [appraisers] understood and carried out the contractually  



                                                                  17  

assigned task."                                                                                                                                                                                                                                                                                                                                                             

                                                                             Ivy's argument ignores that distinction.  She asks us to decide that the  



                                                                                                                                                                                                                                                                                                                                                                      

appraisers must have failed to "carr[y] out the contractually assigned task" because they  



                                                                                                                                                                                                                                                                                                                                                            

reached (according to Ivy) an inaccurate valuation.  To address this argument would  



                                                                                                                                                                                                                                                                                                                                                                  

require us to substitute our judgment for the judgment of the expert appraisers in order  



                              16                          Ivy   provides   a   number   of   reasons   why   she   believes   a   going   concern  



valuation would have resulted in a higher "fair value" for Calais, including lower taxes                                                                                                                                                                                                                                                                          

and transaction costs, efficiency advantages, and development opportunities.                                                                                                                                                                                                                                                                                   Most  

importantly, Ivy argues that a sale of the company as a going concern would not have                                                                                                                                                                                                                                                                                

 subjected Calais to any corporate capital gains taxes. We note that while Calais may not                                                                                                                                                                                                                                                                                  

be required to pay capital gains taxes on its properties in a sale of the company as a going                                                                                                                                                                                                                                                                

concern, the United States Tax Court has held that the existence of built-in capital gains                                                                                                                                                                                                                                                                        

taxes on the company's real estate holdings would reduce the price that a hypothetical                                                                                                                                                                                         

willing buyer would pay for the company.                                                                                                                                                      See Davis v. Comm'r                                                                                 , 110 T.C. 530, 550                                                   

(1998).  



                              17                           Calais, 303 P.3d at 416 (quoting Farmers Auto Ins., 768 N.W.2d at 607).  

                                                                                                                                                                                                                                                                                                                                                                                              



                                                                                                                                                                                       -9-                                                                                                                                                                          7176
  


----------------------- Page 10-----------------------

"to   determine   whether   the   third   party   [appraisers]   accurately   valued"   Calais.     We  



reaffirm our prior holding that the court's role under the Agreement is not to determine                                                                     



whether theappraisers                         accurately valued thecompany,butonly whether they understood                                                 

and completed the contractually assigned task.                                                 18  



                           We are careful, however, to limit our  holding by noting that although  

                                                                                                                                                               



apparent inaccuracies generally do not provide a direct basis for rejecting an appraisal  

                                                                                                                                      



panel's valuation, they may entitle a party to discovery into the appraisal process. As the  

                                                                                                                                                                            



Wisconsin Supreme Court has noted, review of an appraisal award is "usually," but not  

                                                                                                                                                                           

"always,"  limited  "to  the  face  of  the  award."19                                                       This  means  that  although  mere  

                                                                                                                                                                      



"[u]nhappiness with the amount of an appraisal award is not enough to set it aside," the  

                                                                                                                                                                            



amount of an award may be so facially suspicious that "fraud, bad faith, material mistake,  

                                                                                                                                                                 

                                                                                                                                          20   In such cases, "it  

or a lack of understanding of the process are reasonably implicated."                                                                                                        

                                                                                                                  



is within [the superior court's] discretion to allow further inquiry or discovery" into the  

                                                                                                                                                                           

                                         21    We do not address whether further discovery would have been  

appraisers' process.                                                                                                                                                    

                         



appropriate in this case because Ivy has not raised any discovery issues on appeal.  

                                                                                                                                                                          



                           2.            The appraisers' report was adequately detailed.  

                                                                                                                                



                           Ivy  next  argues  that  the  appraisers'  report  failed  to  comply  with  the  

                                                                                                                                                                          



              18           Though it is not necessary for our decision, we also note that letters from                                                                  



one of the appraisers show that the appraisers did consider the possibility of a going                                                                               

concern sale in the first appraisal and simply concluded that a piecemeal sale of assets  

                                                                                                                                                             

would result in a higher fair value.  This does not definitively prove that the appraisers  

                                                                                                                                                                  

considered  the  possibility  of  a  going  concern  sale  while  conducting  their  second  

                                                                                                                                      

appraisal, but it does show that the appraisers were aware of this obligation.  



              19           Farmers Auto Ins., 768 N.W.2d at 607 & n.17.  

                                                                                                                             



              20           Id. at 607-08.  

                                                          



              21           Id. at 608.  

                                        



                                                                                    -10-                                                                               7176
  


----------------------- Page 11-----------------------

instructions issued by the superior court. The superior court's instructions required that                                                                                                                                                             



the appraisers "describe the reasoning behind the conclusion as to 'fair value' " and                                                                                                                                                              



"describe how the panel calculated the 'fair market value' of Calais's assets and the                                                                                                                                                                   



calculation and treatment of capital gains tax liabilities and other liquidation expenses."                                                                                                                                                                          



The   superior   court   found   that   the   appraisal   panel's   report   complied   with   these  



instructions.     Because   the   superior   court   was   in   the   best   position   to   determine   the  



meaning of the instructions it issued, we reviewits determination that the panel complied                                                                                                                                             

with those instructions for abuse of discretion.                                                                                          22  



                                        We  conclude  that  the  superior  court  did  not  abuse  its  discretion  in  

                                                                                                                                                                                                                                                          



determining that the report issued by the appraisal panel complied with the court's  

                                                                                                                                                                                                                                            



instructions to "describe the reasoning behind the conclusion as to 'fair value.' "  The  

                                                                                                                                                                                                                                                  



report explained that each appraiser separately determined the fair market value of each  

                                                                                                                                                                                                                                                    



of Calais's properties, the estimated marketing costs and capital gains tax liability, and  

                                                                                                                                                                                                                                                       



the value of Calais's other assets and liabilities.   The report then described how the  

                                                                                                                                                                                                                                                        



appraisers combined their independent appraisals to reach a fair value of $54 million.  

                                                                                                                                                                                                                                                                     



We  do  not  think  anything  else  was  required  by  the  superior  court's  instruction  to  

                                                                                                                                                                                                                                                           



"describe the reasoning behind the conclusion as to 'fair value.' "  We also note that  

                                                                                                                                                                                                                                                      



nothing else was required by the Agreement itself, which only specified that "[u]pon  

                                                                                                                                                                                                                                          



completion of the appraisal process, the appraiser(s) shall be directed to prepare and  

                                                                                                                                                                                                                                                      



deliver . . . a final report stating the appraised value of the fair value of Calais under the  

                                                                                                                                                                                                                                                         



criteria set out in [the Agreement]."  

                                                                                                            



                    22                  Cf. del Rosario v. Clare                                             , 378 P.3d 380, 383-84 (Alaska 2016) (holding that                                                                                        



this court reviews a superior court's interpretation of its own order for abuse of discretion                                                                                                                                        

because "the court that entered the original order is in the best position to interpret its                                                                                                                                                                

own order").   



                                                                                                                           -11-                                                                                                                    7176
  


----------------------- Page 12-----------------------

                            3.	            Ivy  did   not   preserve   her   other   challenges  to  the panel's  

                                           valuation.  



                            Ivy makes a number of other challenges to the panel's valuation, but most                                                                         



                                                                                                                23  

of those arguments were either not raised at all below,                                                                                                                           

                                                                                                                    or else were raised only after Ivy  



                                                                                24  

                                                                                                                                                                                  

filed her motion for reconsideration.                                                  An argument is ordinarily not preserved for  



                                                                      25  

                                                                                                                                                                         

appeal if it was not raised below,                                        or if it was only raised after the party filed a motion  



                                          26  

                                                                                                                                                                                  

for reconsideration.                           We therefore conclude that Ivy failed to preserve a number of her  



                                                                                                             

arguments for appeal, and we do not address them here.  



                                                                                                                                                                                    

                            Ivy did raise one claim of error briefly below:  that the appraisers erred in  



                                                                                                                                                                   

failing to account for Calais's tax basis in its real estate properties when they calculated  



                                                                                                                                                                 

the "effective tax rate."   But Ivy's initial motion papers objecting to the appraisers'  



                                                                                                                                                                           

valuation totaled more than 50 pages, and she only raised the tax basis issue in a single  



                                                                                                                                                                             

cursory  sentence.                        She included  no  citations to  the record or  to  any  relevant legal  



                                                                                                                                                                                     27  

                                                                                                                                                                      

authority. To preserve an issue for appeal, the party must have "raised the issue below" 



              23             Specifically, Ivy's arguments that the panel was not permitted to determine                                                            



the market value for each piece of property by averaging the two closest appraisals of                                                                                              

that   property;   that   the   appraisers   used   a   "distress"   sale   valuation   of   Calais's   real  

properties; and that the appraisers "capitulated" to one appraiser's view on capital gains                                                                                   

taxes.   



              24             Specifically, Ivy's arguments that the appraisers valued only 39 of Calais's  

                                                                                                                                                                        

41 properties and that the appraisers inaccurately calculated Calais's cash assets.  

                                                                                                                                                                              



              25	           Zeman v. Lufthansa German Airlines, 699 P.2d 1274, 1280 (Alaska 1985).  

                                                                                                                                                                           



              26             Wells v. Barile,358 P.3d 583,589n.17 (Alaska2015) ("[A]rguments raised  

                                                                                                                                                                            

for the first time on reconsideration are waived.").   We review de novo whether an  

                                                                                                                                                                                   

argument was preserved.  Mitchell v. Mitchell, 370 P.3d 1070, 1076 (Alaska 2016)  

                                                                                                                                                                           

(quoting State v. Jacob, 214 P.3d 353, 361 (Alaska 2009)).  

                                                                                                               



              27            Stadnicky v. Southpark Terrace Homeowner's Ass'n, Inc., 939 P.2d 403,  

                                                                                                                                                

                                                                                                                                                            (continued...)  



                                                                                        -12-	                                                                                7176
  


----------------------- Page 13-----------------------

                                                                                          28  

 and specified her grounds for doing so.                                                        This preservation rule serves "important                           



judicial policies:                    ensuring that there is 'a ruling by the trial court that may be reviewed                                                          



 on appeal, . . . afford[ing] the trial court the opportunity to correct an alleged error,' and                                                                                     



 creating a sufficient factual record so 'that appellate courts do not decide issues of law                                                                                        

                                                    29    Here, we conclude that Ivy's single sentence, lacking any  

 in a factual vacuum.' "                                                                                                                                                           

 factual support or legal authority, was insufficient to preserve her argument on appeal.30  

                                                                                                                                                                                             



We need not address that argument further.  

                                                                              



               C.	           Ivy Is Entitled To Post-Judgment Interest.  

                                                                                                            



                             Ivy's final argument on appeal is that the superior court erroneously denied  

                                                                                                                                                                             



               27            (...continued)  



                                            

 405 (Alaska 1997).  



               28	            Williams v. State                  , 629 P.2d 54, 62 (Alaska 1981).                                       See also           Alaska R. Civ.          



 P. 77(b)(2) (requiring that motions include "a brief, complete written statement of the  

                                                                                                                                                                                     

reasons in support of the motion, which shall include a memorandum of the points and                                                                                               

 authorities upon which the moving party will rely").                                               



               29            Johnson v. State, 328 P.3d 77, 82 (Alaska 2014) (alteration in original)  

                                                                                                                                                                        

 (first quoting Alexander v. State , 611 P.2d 469, 478 (Alaska 1980); then quoting Pierce  

                                                                                                                                                                             

 v. State, 261 P.3d 428, 433 (Alaska App. 2011)).  

                                                                                                            



               30            We acknowledge that this preservation ruleis not absolute. Rather, we may  

                                                                                                                                                                                   

 consider new arguments on appeal if they either establish plain error or (1) do not  

                                                                                                                                                                                    

 "depend  on  new  or  controverted  facts";  (2)  are  "closely  related  to  the  appellant's  

                                                                                                                                                                   

 arguments at trial"; and (3) could "have been gleaned from the pleadings." Krossa v. All  

                                                                                                                                                                                     

Alaskan Seafoods, Inc. , 37 P.3d 411, 418-19 (Alaska 2001) (quoting Arnett v. Baskous ,  

                                                                                                                                                                        

 856 P.2d 790, 791 n.1 (Alaska 1993)). None of Ivy's unpreserved arguments establishes  

                                                                                                                                                                    

plain error or satisfies these three factors.  In particular, we note that Ivy's argument as  

                                                                                                                                                                                       

to the tax basis turns on a controverted fact:  whether the appraisers did or did not take  

                                                                                                                                                                                  

 Calais's tax basis into account in determining the "fair value" of Calais.  We also doubt  

                                                                                                                                                                               

that the tax basis argument is "closely related" to her other arguments below, or that it  

                                                                                                                                                                                        

 could have been "gleaned from the pleadings," because Ivy admitted in her pleadings  

                                                                                                                                                                       

that any error in failing to account for the tax basis was "largely irrelevant" in light of her  

                                                                                                                                                                                     

underlying argument that there should have been no deduction for capital gains taxes.  

                                                                                                                                                                                             



                                                                                         -13-	                                                                                  7176
  


----------------------- Page 14-----------------------

                                                                    31  

 her post-judgment interest.                                             Ivy received a "final judgment" in a July 6, 2010, order                                                                        



                                                                                                                                                             32 

 issued by the superior court.  We reversed that order in  Calais.    Calais concedes that  



                                                                                                                                                                                                               

 Ivy would have been entitled to post-judgment interest from the July 2010 order to the  



                                                                                                                                                                                                                         

 date of payment if this court had affirmed the original valuation by the appraisal panel.  



                                                                                                                                                                                                     

 But Calais apparently believes that the July 2010 judgment is no longer the correct  



                                                                                                                                                                                                               

judgment fromwhichto calculate post-judgment interest after our reversal in Calais. We  



                                                                                                                                                                                                                

 find Calais's argument unpersuasive, and we therefore conclude that Ivy should be  



                                                                                                                                                                                                              

 awarded post-judgment interest in this case.  We do, however, agree with Calais on one  



                                                                                                                                                                                               

 important point: Ivy's post-judgment interest award should be reduced by any dividends  



                                                                                                                                                      

 Ivy has received on her shares in Calais since the July 2010 judgment.  



                                                                                                                                              

                                  1.              Alaska Appellate Rule 509 applies here.  



                                                                                                                                                                                                         

                                 Alaska  Appellate  Rule  509  provides  the  test  for  determining  if  post- 



                                                                                                                                                                                                                 

judgment interest is calculated from an original judgment that is modified or reversed on  



                                                                                                                                                                                                         

 appeal, or if it is instead calculated from the date of the new judgment.  Rule 509 states  



                                                                                                                                                                                                                   

 that  "[i]f  in  a  civil  case  a  judgment  is  modified  or  reversed  with  directions  that  a  



                                                                                                                                                                                                        

judgment for money be issued by the trial court, interest on the new judgment . . . shall  



                                                                                                                                                                                                                

be  payable  from  the  effective  date  of  the  prior  judgment  which  was  modified  or  



                 31               When   Ivy   first   raised   the   issue   below,   she   asked   for   "interest"   from  



 "January 2010, to [the] date of final payment of her shares," but did not specify whether                                                                                                         

 this was pre-                  or post-judgment interest. On appeal Ivy has narrowed that request, asking                                                                                             

 only for interest from July 6, 2010, to the date of final payment, but referring to it                                                                                                                            

 specifically as "post-judgment interest."                                                              We conclude that Ivy's original request for                                                            

 "interest" from January 2010 to the final date of payment was sufficient to preserve her                                                                                                                      

 argument on appeal that she is entitled to post-judgment interest from July 2010 to the                                                                                                                       

 final date of payment.         



                 32               Calais Co. v. Ivy, 303 P.3d 410, 420 (Alaska 2013).  

                                                                                                                                                                    



                                                                                                       -14-                                                                                               7176
  


----------------------- Page 15-----------------------

                    33  

reversed."                Since it is clear that our result in                               Calais  was a reversal, the question is                               



simply whether our directions on remand were "directions that a judgment for money be                                                                              



                                                 34  

issued by the trial court."                           



                                                                                                                                                       

                          We conclude that they were.  We have previously addressed this question  



                                                                                                                                                                  

in  two  other  cases.                      In  Brotherton  v.  Brotherton  we  found  that  a  remand  for  "a  



                                                                                                                                                   

clarification of the findings with regard to [a piece of] property, and any necessary  



                                                                                                                                                            

adjustments to the distribution resulting from these issues" amounted to a reversal "with  



                                                                                                                                                      

directions that a judgment for money be issued by the trial court" withing the meaning  

                           35      We  reached  the  same  conclusion  in  Reust  v.  Alaska  Petroleum  

                                                                                                                                                  

of  Rule  509. 



                                 36  

Contractors, Inc.                    when considering a remand "for reduction of . . . lost wages awards  

                                                                                                                                                         



 . . . , for application of the punitive damages cap . . . , and for review of the recalculated  

                                                                                                                                                



                                                                                     37  

punitive damages award for excessiveness."                                                 

                                                        



                          Notably,weconcluded thatour remands in Brotherton and Reust fell within  

                                                                                                                                                           



the scope of Rule 509 even though they required the superior court to conduct further  

                                                                                                                                         



fact finding or legal analysis.  In Brotherton the superior court on remand was required  

                                                                                                                                                       



             33           Alaska R. App. P. 509 (emphasis added).                                          



             34           We review a superior court's interpretation of the Alaska Appellate Rules                                                         



de novo.  Shea v. State, Dep't of Admin., Div. of Ret. & Benefits, 204 P.3d 1023, 1026  

                               

(Alaska 2009).  

                 



             35           Brotherton v. Brotherton  (Brotherton II), 142 P.3d 1187, 1192 (Alaska  

                                                                                                                                                        

2006) (quoting Brotherton v. Brotherton (Brotherton I), 941 P.2d 1241, 1248 (Alaska  

                                                                                 

 1997)).  

                



             36           Reust v. Alaska Petroleum Contractors, Inc. (Reust II), 206 P.3d 437, 441  

                                                                                                                                                                

(Alaska 2009) (applying Rule 509 to remand in Reust v. Alaska Petroleum Contractors,  

                                                                                                                                               

Inc. (Reust I), 127 P.3d 807 (Alaska 2005)).  

                                                                        



             37           Reust I, 127 P.3d at 826.  

                                                                 



                                                                               -15-                                                                          7176
  


----------------------- Page 16-----------------------

to make new factual findings as to whether a piece of property was marital or premarital                                                  



                38  

property.                                                                                                                                     

                     In Reust the superior court was required to examine whether the new punitive  



                                                           39  

                                                                 

                                      

damages award was "excessive." 



                                                                                                                                                       

                        In this case, we reversed the superior court's final order and remanded "to  



                                                                                                                                                         

the superior court to remand to the panel with instructions to calculate the fair value of  



                                                                                                                                                         40  

                                                                                                                                                              

Calais as defined by AS 10.06.630(a), other terms of the Agreement, and this opinion." 



We acknowledge it was the appraisers, and  not the superior court,  who  conducted  

                                                                                                                                         



additional fact-finding and analysis on remand, but we see no substantive distinction, at  

                                                                                                                                                         



least for the sake of determining the application of Rule 509, between a remand for  

                                                                                                                                                      



further  fact-finding  by  the  superior  court and  a remand for  a new valuation  by  an  

                                                                                                                                                       



appraisal panel.  Because we conclude that our remand in Calais constituted a reversal  

                                                                                                                                              



with "directions that a judgment for money be issued by the trial court" under Rule 509,  

                                                                                                                                                    



we also conclude that Ivy is entitled to post-judgment interest on the July 2010 order.  

                                                                                                                                                



                        2.	         Awarding Ivy post-judgment interest does not do an injustice to  

                                                                                                                                                         

                                    Calais,  but  the  award  should  be  lowered  by  the  amount  of  

                                                                                                                                                        

                                    dividends Ivy has received on her Calais shares since her final  

                                                                                                                    

                                    judgment.  



                        In addition to arguing that Appellate Rule 509 does not apply to this case,  

                                                                                                                                                   



Calais argues that Ivy should be denied post-judgment interest on three alternative  

                                                                                                                                         



grounds.  We will deny post-judgment interest "only when such an award would do an  

                                                                                                                                                        

injustice."41            For  the  reasons  we  are  about  to  explain,  we  find  Calais's  first  two  

                                                                                                                                                    



arguments unpersuasive, but we agree with Calais that the dividends Ivy has received on  

                                                                                                                                                        



            38          Brotherton II           , 142 P.3d at 1188.         



            39          Reust II, 206 P.3d at 438.  

                                                               



            40          Calais Co. v. Ivy             , 303 P.3d 410, 420 (Alaska 2013).                               



            41  

                                                                                                                                       

                        Farnsworth v. Steiner, 638 P.2d 181, 184-85 (Alaska 1981).  



                                                                          -16-	                                                                    7176
  


----------------------- Page 17-----------------------

her   shares   in  Calais   since   her   final   judgment   should   be   subtracted   from   her   post- 



judgment interest award.                  



                               Calais's first argument is that Ivy is not entitled to any interest because she                                                                                 



was not entitled to receive any money until the panel returned an appraisal that complied                                                                                        



with the Agreement.                               At first glance, this argument appears compelling.                                                                     As we have        



previously stated, "[t]he real question in awarding interest . . . is whether the debtor has                                                                                                   



                                                                                                                                                                                                  42  

had use of money for a period of time when the creditor was actually entitled to it."                                                                                                                   



Under the Agreement Calais was only required to pay Ivy for her shares "following  

                                                                                                                                                                             



receipt of the appraisal report described in Paragraph 5." Paragraph 5 of the Agreement  

                                                                                                                                                                             



required the appraisers "to determine the fair value of Calais in accordance with this  

                                                                                                                                                                                             



 Settlement Agreement and AS 10.06.630(a)."   As we explained in  Calais, the first  

                                                                                                                                                                                            



 appraisal by the panel did not determine the "fair value" of Calais in accordance with  

                                                                                                                                                                                            



AS 10.06.630(a), because it did not account for capital gains taxes and liquidation  

                                                                                                                                                                             

             43   Calais can thus reasonably assert that Ivy was not entitled to any money until the  

 costs.                                                                                                                                                                                         



 date of the second appraisal (October 31, 2014), because the appraisers did not return an  

                                                                                                                                                                                                 



 appraisal "described in Paragraph 5" of the Agreement until that time.  

                                                                                                                                                                  

                               But  "[w]e  interpret  settlement  agreements  as  contracts,"44                                                                              and  "[t]he  

                                                                                                                                                                                        



 objective  of  contract  interpretation  is  to  determine  and  enforce  the  reasonable  

                                                                                                                                                                            

 expectations of the parties."45   The expectation of the parties was that Ivy would be paid  

                                                                                                                                                                                            



                42             Id.  at   184.  



                43             Calais,  303  P.3d  at  420.  



                44             Id.  at  414  (citing  Chilkoot  Lumber  Co.  v.  Rainbow  Glacier  Seafoods,  Inc.,  



 252  P.3d   1011,   1014  (Alaska  2011)).   



                45             Id.  at  418  (quoting  Norville  v.  Carr-Gottstein  Foods  Co.,  84  P.3d  996,  1004  



 (Alaska  2004)).   



                                                                                               -17-                                                                                       7176
  


----------------------- Page 18-----------------------

well within a year of the superior court's approval of the Agreement.  The Agreement   



provided that the three appraisers would be selected or appointed within 45 days of the                                                                                                                                                                                                                                                                      



execution of the Agreement. The appraisers were then to appraise the fair value of Calais                                                                                                                                                                                                                                                       



"as promptly as is practicable," and the parties agreed "not to nominate any appraiser                                                                                                                                                                                                                                             



who cannot commit to complete the work required by this Agreement within [120] days                                                                                                                                                                                                                                                                    



following their appointment or selection."                                                                                                                                         Calais was then required to pay Ivy within                                                                                                                  



60 days of receiving the panel's report.                                                                                                                              In total, the parties expected that Calais would                                                                                                                         



pay Ivy within 225 days of the execution of the Agreement - i.e. by January 7, 2010.                                                                                                                                                                                                                                                                                          



The parties did not expect six more years of litigation to resolve this dispute.                                                                                                                                                                                                                                                            Given  



these facts, we cannot say that awarding Ivy post-judgment interest beginning in July                                                                                                                                                                                                                                                                   



2010 would do an injustice.                                                   



                                                        Calais next argues that Ivy is not entitled to post-judgment interest because                                                                                                                                                                                                    



Calais's delay in payment was Ivy's fault - specifically, because Ivy has refused to sign                                                                                                                                                                                                                                                                



a letter authorizing the sale of Ivy's shares while this appeal has been pending.                                                                                                                                                                                                                                                                       But  



Alaska "view[s] interest on damage awards to be a form of compensation for the period                                                                                                                                                                                                                                                          



that   the   plaintiff   remains   'less   than   whole,'   "   and   we   therefore   "do   not   consider  

                                                                                                                                                                                                                                                                                                                                     46         As we  

responsibility for a delay of payment as a factor in making an interest award."                                                                                                                                                                                                                                                                              



have explained, "[f]or us to rule otherwise would amount to awarding [the appellee  

                                                                                                                                                                                                                                                                                                                                      



debtor] the free use of [the appellant creditor's] money and also impose a 'chilling effect'  

                                                                                                                                                                                                                                                                                                                                               

upon a judgment creditor's right to appeal an award he feels is not entirely adequate."47  

                                                                                                                                                                                                                                                                                                                       



                                                        Finally, Calais argues that an award of interest would be unfair because Ivy  

                                                                                                                                                                                                                                                                                                                                                             



has received dividends from her shares in Calais throughout this litigation.  According  

                                                                                                                                                                                                                                                                                                                           



to an affidavit filed by Calais's counsel, Ivy has received dividends totaling $447,500  

                                                                                                                                                                                                                                                                                                                                 



                            46                          Farnsworth,  638  P.2d  at   185.  



                            47                          Id .  



                                                                                                                                                                             -18-                                                                                                                                                                                       7176  


----------------------- Page 19-----------------------

since she placed her shares in escrow.                                              (This affidavit appears to be the only evidence of                                                     



such payments, but Ivy has not disputed this fact on appeal.) If Ivy has, in fact, received                                                                                  



any dividends since her July 2010 final judgment, we agree that it would be unfair for  



her to also receive the full amount of post-judgment interest.                                                                         The purpose of interest is                           

                                                                                                                                                                48  Making Ivy  

"compensation for the period that the plaintiff remains 'less than whole.' "                                                                                                             



whole means contemplating the position she would be in if Calais had purchased her  

                                                                                                                                                                                        



shares in July 2010.  But if Calais had purchased Ivy's shares in July 2010, Ivy would  

                                                                                                                                                



have stopped receiving dividends.  Thus, making Ivy whole only requires awarding her  

                                                                                                                                                                                         



the difference between the post-judgment interest and the dividends she has actually  

                                                                                                                                                                              



received since July 2010.  

                                            



IV.            CONCLUSION  

          



                              For  the  reasons  explained  above,  we  AFFIRM  the  superior  court's  

                                                                                                                                                                               



enforcement of the settlement agreement but REVERSE the superior court's denial of  

                                                                                                                                                                                           



post-judgment interest.  We REMAND for calculation of post-judgment interest minus  

                                                                                                                                                                                  



the dividends Ivy has received.  

                                                 



               48            Id .  



                                                                                           -19-                                                                                             7176  

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