Hadfield v. McDonough

United States Court of Appeals
For the First Circuit

No. 04-2020

RUSSELL J. HADFIELD,

Plaintiff, Appellant,

JOSEPH M. PALOMBO; KEVIN DALTON; GEORGE B. MADSEN, JR.,

Plaintiffs,

v.

JOSEPH McDONOUGH, in his individual and official capacity
as Sheriff of Plymouth County; MATTHEW HANLEY, in his
individual and official capacity as Special Sheriff
of Plymouth County; CHARLES LINCOLN, in his individual
and official capacities; COLEMAN McDONOUGH, in his individual
and official capacities; JOHN P. REARDON, in his official
capacity as Commissioner of the County of Plymouth;
ROBERT J. STONE, in his official capacity as County Commissioner
of the County of Plymouth; PETER G. ASIAF, JR., in his official
capacity as Commissioner of the County of Plymouth;
JOHN F. McLELLAN, in his official capacity as the Treasurer
of the County of Plymouth,

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

[Hon. George A. O'Toole, Jr., U.S. District Judge]

Before

Lynch, Circuit Judge,

Campbell, Senior Circuit Judge,

and Howard, Circuit Judge.
 Ross D. Ginsberg with whom Richard D. Vetstein and Gilman,
McLaughlin & Hanrahan, LLP were on brief for appellant.
Kevin F. Moloney with whom Roger T Manwaring, Barron &
Stadfeld, P.C., Thomas M. Hoopes and Kelly, Libby & Hoopes, P.C.
were on brief for appellee Joseph F. McDonough.
Kenneth H. Anderson with whom Thomas Drechsler and Finneran,
Byrne & Drechsler, L.L.P. were on brief for appellees Matthew
Hanley, Charles Lincoln and Coleman McDonough.

May 11, 2005
 HOWARD, Circuit Judge. In November 2000, Joseph

McDonough defeated incumbent Charles Decas for the office of

Plymouth County Sheriff. Shortly after assuming office, McDonough

fired Russell J. Hadfield from his position as Assistant Deputy

Superintendent in Field Services for Training ("ADS for Training").

Hadfield brought this federal action claiming that the termination

violated his constitutional rights. He alleged that the Sheriff

and three of his associates, Coleman McDonough, Matthew Hanley, and

Charles Lincoln, unlawfully fired him on account of his support for

Decas in the 2000 election. He also alleged that the Sheriff and

the Plymouth County Commissioners illegally denied him a hearing

concerning his termination in violation of his due process rights.

The district court awarded all defendants summary judgment. We

affirm.

I.

We present the facts in the light most favorable to

Hadfield. See O'Neill v. Baker, 210 F.3d 41, 44 (1st Cir. 2000).

The Plymouth County Massachusetts Sheriff's Department has three

primary responsibilities. It operates the Plymouth County

Correctional Center, provides support to local police and fire

departments, and oversees the service of civil process and other

legal documents. The Department is headed by a popularly elected

Sheriff and employs over 500 people.

-3-
 Hadfield worked for the Department in various capacities

from 1983 until his termination. In May 2000, Hadfield was made

ADS for Training, a position in which he was supervised by the

Department's Director of Training. Among his duties, Hadfield

supervised instructors, developed resources, arranged classes,

researched curricula, and taught various courses.

In the period before the November 2000 election, Hadfield

worked for Decas' reelection. To help in the effort, Hadfield held

Decas signs at various rallies. On November 4, 2000, on his way to

a Decas rally, Hadfield passed a rally at which he noticed many

people holding signs supporting McDonough. Hadfield attended this

rally while holding a Decas sign. At the rally, Hadfield was

approached by two of McDonough's supporters, Charles Lincoln and

Coleman McDonough. After telling Hadfield that he should not be

attending the rally, Coleman McDonough told Hadfield, "Bad move,

Bubba, bad career move." In a similarly threatening vein, Lincoln

told Hadfield, "You weren't even on the list. Now you're at the

top of the list."

After McDonough took office in December 2000, he

initiated a Department reorganization. As part of this process, he

and his staff interviewed senior holdovers from the prior

administration, including the Assistant Deputy Superintendents.

Hadfield's interview took place in February 2001. Soon thereafter,

-4-
Hadfield received a letter from McDonough informing him that he was

immediately discharged from his post as ADS for Training.

McDonough did not provide Hadfield with notice or a

hearing before taking this action. After receiving the termination

letter, Hadfield sent a written hearing request to the Plymouth

County Board of Commissioners, which serves as the county personnel

board. The Commissioners denied Hadfield's request. Hadfield did

not appeal this decision to the Massachusetts state courts.

Instead, in April 2001, Hadfield filed this 42 U.S.C. §

1983 action claiming political discrimination in violation of the

First Amendment and the denial of procedural due process in

violation of the Fourteenth Amendment. After a period for

discovery, all defendants moved for summary judgment.

The discrimination defendants argued that Hadfield

occupied a position for which political affiliation was a

requirement and that he therefore was not entitled to bring a claim

of unlawful political discrimination. See, e.g., Galloza v. Foy,

389 F.3d 26, 28 (1st Cir. 2004) (stating that the First Amendment

protection against politically motivated discharges does not extend

to positions for which political affiliation is an appropriate

requirement). The due process defendants argued that Hadfield was

not entitled to a hearing because he did not have a property

interest in continued employment under Massachusetts law, and that,

even if he did have a right to hearing, his due process claim is

-5-
barred by the so-called Parratt-Hudson doctrine. See Parratt v.

Taylor, 451 U.S. 527 (1981); Hudson v. Palmer, 468 U.S. 517 (1984)

(stating that a federal procedural due process claim may not be

based on the random and unauthorized conduct of government

officials so long as the state has provided an adequate

postdeprivation remedy).

In a brief order, the district court awarded summary

judgment for all defendants. The court agreed with the

discrimination defendants that political loyalty was a legitimate

job requirement for the position of ADS for Training. As to the

procedural due process claim, the court concluded that, even if

Hadfield was entitled to a hearing, his federal rights were not

violated because any deprivation of process to which Hadfield was

entitled resulted from random and unauthorized conduct and the

state provided adequate postdeprivation remedies. This appeal

followed.

II.

A. Standard of Review

We review the entry of summary judgment de novo, viewing

the record in the light most hospitable to the party opposing

summary judgment. See Padilla-García v. Guillermo Rodriguez, 212

F.3d 69, 73 (1st Cir. 2000). We do not credit "conclusory

allegations, improbable inferences, and unsupported speculation" in

this analysis. Medina-Muñoz v. R.J. Reynolds Tobacco Co., 896

-6-
F.2d 5, 8 (1st Cir. 1990). Summary judgment is proper only if the

record, read favorably to the non-moving party, reflects no genuine

issues of material fact and the undisputed facts indicate that the

movant is entitled to judgment as a matter of law. See Fed. R.

Civ. P. 56(c).

B. Political Discrimination

We begin by considering whether the discrimination

defendants met their summary judgment burden of demonstrating that

the ADS for Training was a position for which political affiliation

was an appropriate basis for dismissal.1 As mentioned above, we

perform this analysis by drawing all reasonable inferences in favor

of Hadfield. But the question of whether a position is subject to

political discharge is a legal question for the court, even if it

presents a close call. See Flynn v. City of Boston, 140 F.3d 42,

44 (1st Cir. 1998); McGurrin Ehrhard v. Connolly, 867 F.2d 92, 93

(1st Cir. 1989).

The First Amendment right to association includes a

qualified right to be free from discharge from public employment

merely because of political affiliation. See Elrod v. Burns, 427

U.S. 347, 359-60 (1976). But the right does not extend to all

public employees. See id. at 360. In Elrod, the Court recognized

that the wholesale protection of public employees could undermine

1
The defendants denied that, in fact, they dismissed Hadfield
because of his political views but assumed that this is a
trialworthy issue for purposes of their summary judgment argument.

-7-
representative government by forcing those who win elective office

to employ individuals who disagree with the prevailing candidate's

(and presumably the electorate's) goals. See id. at 367; Flynn,

140 F.3d at 46. To permit the prevailing candidate sufficient

leeway to enact his or her programs, individuals in policymaking

and confidential positions were held to be excluded from the

prohibition against politically motivated discharges. See Elrod,

427 U.S. at 367 & 375.

Four years later, in Branti v. Finkle, 445 U.S. 507, 518

(1980), the Court reaffirmed the constitutional protection against

patronage dismissals but expanded upon the

"policymaker/confidential employee" test. The Court instructed

that a public employee is not protected from a politically

motivated discharge if "the hiring authority can demonstrate that

party affiliation is an appropriate requirement for the effective

performance of the public office involved." Id.

After Branti, this court and others have engaged in the

process of developing a somewhat evolving standard for identifying

those positions that fit within the exception articulated by the

Supreme Court. See Flynn, 140 F.3d at 45 (describing the

"porridge" of general statements and tests that have been applied

in the wake of Branti). We have tended to ask (1) if the position

deals with issues over which there can be partisan differences and

(2) if the specific responsibilities of the position resemble those

-8-
of a policymaker or other officeholder whose functions are such

that party affiliation is an appropriate criterion for holding the

post. See Galloza, 389 F.3d at 29. We have recognized, however,

that deciding whether a position is protected from political

discharge is not "a matter of inserting variables into a known

equation." Id. Rather, it requires a court to look closely at the

position to identify its inherent duties and then to make a

judgment about whether the position is one for which political

affiliation is an appropriate requirement. See Duriex-Gauthier v.

Lopez-Nieves, 274 F.3d 4, 10-11 (1st Cir. 2001).

With that said, our cases do yield some general

principles which help demarcate the line between protected and non-

protected positions. In Flynn, we surveyed our precedents to

conclude that "the cases have regularly upheld against First

Amendment challenge the dismissal on political grounds of mid- or

upper-level officials or employees who are significantly connected

to policymaking." 140 F.3d at 45. We explained that an employee

is not immune from termination merely because the employee "stands

apart from partisan politics," is not the ultimate decisionmaker in

the agency, or is guided in some responsibilities by technical or

professional standards. Id. at 46. "It is enough that the

-9-
official [is] involved [in policy], if only as an adviser,

implementer or spokesperson." Id.2

Application of our cases convinces us that political

affiliation is an appropriate requirement for the position of ADS

for Training. The Sheriff is involved in several areas which can

be affected by partisan divisions. The Sheriff runs a prison and

therefore must make numerous politically-influenced decisions about

prison operations and the treatment of inmates -- some or many of

which decisions could be the subject of partisan political

contention. These decisions are embodied in Department policies

and directives which are put into effect by Department employees

working directly within the prison. These employees, in turn,

learn about the new policies and directives primarily through

training. The Sheriff's efforts to implement his agenda could

therefore be frustrated by a training program which does not

accurately reflect his views.

The ADS for the Training is a high-ranking employee in

this politically important branch of the Department. According to

2
These principles have led to rulings dismissing political
discharge cases when brought by mid- to upper-level employees
including a regional director of an administrative agency, the
municipal secretary in a mayor's office, an officer in charge of
human resources, a director of public relations, a superintendent
of public works, and a director of a city's office of federal
programs. See Flynn, 140 F.3d at 45. They have also yielded
rulings permitting claims to proceed by lower-level employees
including a cleaning supervisor and a career administrative aide.
See id.

-10-
the formal job description,3 the ADS for Training supervises and

directs the training program for Department personnel; develops

instructor resources; arranges for classes and seminars; researches

curricula, methods, policies, and procedures pertinent to training;

develops and administers evaluative testing; instructs certain

training courses; coordinates use of department training resources;

assures that instructors meet training certification requirements;

and develops the training schedule based on the availability of

personnel.

In our view, this job description demonstrates that the

ADS for Training is an "adviser, implementer, [and] spokesperson"

concerning Department policy. Flynn, 140 F.3d at 46. The

position's duties include researching methods, policies and

procedures related to training and developing instructor resources.

These duties illustrate that the ADS for Training works

independently to revise and improve the training program. Indeed,

Hadfield acknowledged that he advised the Director of Training (to

whom he reported) concerning proposed changes in training

operations. There is no dispute then that the ADS for Training

advises on training policy.

3
We have observed that the job description is the best, and
sometimes dispositive, source for identifying the functions of the
position. See Duriex-Gauthier, 274 F.3d at 8; Roldan-Plumey v.
Cerezo-Suarez, 115 F.3d 58, 64-65 (1st Cir. 1997).

-11-
 The ADS for Training is also a policy implementer.

Subject to only "general supervision," the ADS for Training

"supervises and directs the training program" for his or her

assigned program areas within the Department. Open-ended

responsibilities are a telltale sign that the position includes a

policy implementing function. See Galloza, 389 F.3d at 32; Duriex-

Gauthier, 274 F.3d at 10.

Finally, the ADS for Training acts as an internal

spokesperson for the Sheriff. The officeholder is responsible for

instructing certain courses and supervising the instructors. In

these roles, the ADS for Training acts as the Sheriff's

spokesperson by representing the Sheriff's views to the rank and

file and to his subordinate instructors. See Vazquez Rios v.

Hernandez Colon, 819 F.2d 319, 328 (1st Cir. 1987) (stating that a

job requiring an officeholder to act as spokesperson for political

official could not be done effectively except by one who shared the

[official's] political beliefs). Hadfield acknowledges that he

represented the views of the Sheriff as part of his duties.

The duties of the ADS for Training resemble other mid- to

upper-level positions for which we have held political affiliation

is an appropriate requirement. See supra n.2. For example, we

held that the head of the Personnel and General Services Office in

the Puerto Rico Office of the Ombudsman was a policymaking

position. See Duriex-Gauthier, 274 F.3d at 10. We relied on the

-12-
position's open-ended responsibilities for "planning and

supervision of personnel activities" and the fact that the

officeholder reported to those in the upper echelons of the agency.

Id. Similarly, in Flynn, we held that the associate director for

field operations of the Boston Community Centers was not protected

from a political discharge. 140 F.3d at 45. The duties of that

position included overseeing several programs, acting as a liason

to other agencies, and maintaining agency compliance with legal

duties. See id.

Despite the policymaking or implementing duties inherent

in the ADS for Training position, Hadfield contends that, in fact,

he served in a primarily administrative role, and that the policy

aspects of the training program were handled by the Director of

Training. But the fact that Hadfield may not have been involved in

such activities in the prior administration is of little

significance. His job description could be read to encompass

participation in policymaking and political affairs, and the

Sheriff, in forming his new administration, could be frustrated by

an ADS for Training whose view varied from the Sheriff's. A new

administration should not be overly hamstrung in filling key

positions with loyal employees simply because of the way the prior

administration operated. See Galloza, 389 F.3d at 31 (stating that

"the goal of the [Branti] analysis is not to shackle a new

administration"). This is why the Branti analysis eschews reliance

-13-
on "what functions a particular occupant of the position may in

fact carry out from time to time" in favor of focusing on "the

essential attributes of the position." Id. at 30.

Moreover, as we have already stated, an employee is not

protected merely because he is a "subordinate within [his] own

office[]." Flynn, 140 F.3d at 45 & 46. It is sufficient that an

officeholder is responsible for implementing policies that derive

from partisan decisions made by others.4 Id. at 46. "These major

responsibilities mean[] that political disagreements [between the

ADS for Training] and his politically appointed [superiors] could

lead to less effective implementation of political goals."5 Id. at

4
Of course an employee who merely implements policy is not
thereby converted into one for whom political affiliation is a
reasonable requirement.
5
Hadfield also argues that summary judgment should have been
denied because a Massachusetts Supreme Judicial Court decision
holds that the position of classification and treatment director
within the Plymouth County Sheriff's Department was not a
policymaking position because the position retained civil service
protection under Massachusetts law. See Sheriff of Plymouth County
v. Plymouth County Personnel Bd., 802 N.E.2d 71, 76 (Mass. 2004).
Hadfield contends that because the "director" classification is
higher than his "assistant deputy sheriff" classification, his
position also cannot be deemed as policymaking. There are two
flaws in this argument. Neither the SJC decision nor Hadfield has
provided information concerning the duties which the classification
and treatment director performs. Without a description of the
position's duties, we cannot discern whether it involves the kind
of functions which we have concluded qualifies Hadfield's position
as one for which political affiliation is an appropriate
requirement. See Flynn, 140 F.3d at 44 (explaining that in the
Branti analysis "duties prevail over titles"). Moreover, the SJC's
analysis equated the definition of policymaking with the position's
civil service status under Massachusetts law. But the state law
classification of a position is not determinative in the Branti

-14-
45.

In sum, the evidence demonstrates that the ADS for

Training is at or near the top of the Department's training

program. The officeholder has broad power to advise policymakers,

to implement policy, and to act as a spokesperson for the Sheriff

to rank and file personnel. Because the training program is

critical to the Sheriff's ability to implement his agenda, it is

reasonable for the Sheriff to fill this position with an individual

whom he believes is committed to his program. We therefore

conclude that political affiliation is an appropriate requirement

for the ADS for Training and that the district court correctly

granted the discrimination defendants summary judgment on

Hadfield's First Amendment claim.

C. Procedural Due Process

Hadfield alleges that the due process defendants violated

his right to procedural due process by denying him a hearing

concerning his termination. The due process defendants contend

that Hadfield was not entitled to a hearing because he did not have

a property interest in continued employment. They also argue that,

even if they were wrong in this respect, the Parratt-Hudson

doctrine bars Hadfield's claim.

Hadfield's claim depends on him having a property right

in continued employment. See Bd. of Regents v. Roth, 408 U.S. 564,

analysis. See, e.g., Jimenez Fuentes, 807 F.2d at 246.

-15-
576-78 (1972). If he did, he could not be discharged without due

process which, in the employment context, includes the right to a

predeprivation hearing. See Cleveland Bd. of Ed. v. Loudermill,

470 U.S. 532, 538-42 (1985). Whether Hadfield possessed a property

interest in his employment is a matter of Massachusetts law.

See id. at 538

The due process defendants argue that Hadfield did not

have a property interest in continued employment (and thus was not

entitled to a hearing) because his employment was governed by Mass.

Gen. Laws ch. 126, § 8A. This statute provides that any deputy

superintendent appointed by the Sheriff for employment in the house

of corrections serves at the pleasure of the Sheriff and is exempt

from civil service protection. Hadfield counters that his

employment was governed by Mass. Gen. Laws ch. 35, § 51 which

provides covered employees with civil service protection. Under

this statute, covered employees may not be terminated without

receiving notice and a hearing from the appointing authority. In

addition, they may appeal the appointing authority's decision to

the county personnel board and, if still dissatisfied, to the state

courts. As part of the appeal, an aggrieved employee may claim

that he was denied the requisite process, including the complete

denial of a hearing. See Puorro v. Commonwealth, 794 N.E.2d 624,

628 (Mass. App. Ct. 2003) (holding that deputy sheriff, who was

terminated without a hearing, could, as part of an appeal under

-16-
Mass. Gen. Laws ch. 35, § 51, claim that he was denied a hearing

because he was misclassified as a non-covered employee). A

prevailing employee may obtain reinstatement and recover backpay.

Because we conclude that Hadfield's claim is barred by

the Parratt-Hudson doctrine, we do not decide Hadfield's proper

employment classification under Massachusetts law. We assume

arguendo that Hadfield possessed a property interest in continued

employment and the concomitant right to a hearing concerning his

termination.

We have summarized the Parratt-Hudson doctrine as

follows:

When a deprivation of a property
interest is occasioned by random and
unauthorized conduct by state
officials, the Supreme Court has
repeatedly emphasized that the due
process inquiry is limited to the
issue of the adequacy of the
postdeprivation remedies provided by
the state.

O'Neill v. Baker, 210 F.3d 41, 40 (1st Cir. 2000) (quoting Lowe v.

Scott, 959 F.2d 323, 340 (1st Cir. 1992) (alterations in O'Neill

omitted). Parratt-Hudson shields a public entity from a federal

due process claim where the denial of process was caused by the

random and unauthorized conduct of government officials and where

the state has provided adequate postdeprivation remedies to

correct the officials' random and unauthorized acts. See Mard v.

Town of Amherst, 350 F.3d 184, 193 (1st Cir. 2003); Brown v. Hot,

-17-
Sexy & Safer Prods., Inc., 68 F.3d 525, 536-37 (1st Cir. 1995).

The doctrine thus permits "procedural claims to be resolved in

state forums where states . . . provide adequate remedies."

O'Neill, 210 F.3d at 50.

Our cases establish that a government official has

committed a random and unauthorized act when he or she misapplies

state law to deny an individual the process due under a correct

application of state law. See O'Neill, 210 F.3d at 50; Herwins v.

City of Revere, 163 F.3d 15, 19 (1st Cir. 1998); Cronin v. Town of

Amesbury, 81 F.3d 257, 260 (1st Cir. 1996) (per curiam); Brown, 68

F.3d at 536-37; Lowe, 959 F.2d at 344. In other words, conduct is

"random and unauthorized" within the meaning of Parratt-Hudson

when the challenged state action is a flaw in the official's

conduct rather than a flaw in the state law itself.6 See Herwins,

168 F.3d at 19 (stating that, but for Parratt-Hudson, "federal

suits might be brought for countless local mistakes by officials

in administering the endless array of state laws and local

ordinances").

We have applied this doctrine in the public employment

context. In Cronin, we rejected an employee's procedural due

process claim because the claim was not directed at the

6
Hadfield cites to cases from other courts which have taken
a narrower view of "random and unauthorized conduct," see, e.g.,
Honey v. Distelrath, 195 F.3d 531, 533-34 (9th Cir. 1999), but
acknowledges that we have adopted a broader view described above.

-18-
sufficiency of the statutorily provided pretermination procedures,

but rather at the conduct of the government officials charged with

implementing the procedures. 81 F.3d at 260 & n.2. Similarly, in

O'Neill, we rejected an employee's procedural due process claim

based on the failure of a state actor to provide an employee with

the statutorily required pretermination notice. 210 F.3d at 50.

We explained that "state law clearly provid[ed] for adequate

notice and there [was] no suggestion that either by formal or

informal means the state ha[d] authorized the giving of inadequate

notice to persons who may be terminated, or that this was any form

of regular practice." Id.; see also Learnard v. Inhabitants of

Town of Van Buren, 182 F. Supp. 2d 115, 1124-25 (D. Me. 2002)

(applying Paratt-Hudson and First Circuit precedent to reject an

employee's procedural due process claim based on the denial of a

hearing because state law provided that the employee had a

property interest in continued employment).

Here, Hadfield was denied a hearing because the due

process defendants erred (if they erred at all) by misapplying

Massachusetts civil service law. This determination was not

discretionary or governed by a formal or informal policy.7 Cf.

Zinermon v. Burch, 494 U.S. 113, 136-138 (1990) (holding that the

7
Whether an employee is entitled to a hearing under
Massachusetts law is a matter of statutory construction, not
administrative discretion. See Hogarth v. Sheriff of Suffolk
County, 564 N.E.2d 397, 398-99 (Mass. App. Ct. 1990).

-19-
Parratt-Hudson doctrine does not apply where the denial of

predeprivation process resulted from the state-sanctioned

discretion of the official to decide what process is necessary);

O'Neill, 210 F.3d at 50 (stating that the doctrine may not apply

when unlawful conduct is in accord with informal policy). Rather,

if error, it was simply a missaprehension of state law. This is

the sort of random and unauthorized conduct to which Parratt-

Hudson applies. See Herwins, 163 F.3d at 19.

Having concluded that any deprivation of process was

caused by random and unauthorized conduct by the due process

defendants, we turn to whether Massachusetts law provided Hadfield

with an adequate postdeprivation remedy. We have previously

considered this issue under an almost identical Massachusetts

statute. See Cronin, 81 F.3d at 260. In Cronin, we found that a

Massachusetts civil service statute, which allowed a terminated

employee to appeal the termination decision to the civil service

commission and the state superior court (and, if successful, to

obtain reinstatement and backpay) provided a sufficient

postdeprivation remedy. See id. (discussing Mass. Gen. Laws ch.

31, § 44); see also Herwins, 163 F.3d at 19-20 (stating that

administrative and judicial review is the "conventional regime"

for remedying erroneous decisions by state officials and thus

constitutes adequate postdeprivation process).

The statute at issue in this case is materially

-20-
indistinguishable, see Mass. Gen. Laws ch. 35, § 51, and therefore

provided Hadfield with an adequate postdeprivation remedy for

purposes of Parratt-Hudson. Hadfield chose not to pursue his

postdeprivation remedy in state court, but there is no dispute

that it was available to him. See Herwins, 163 F.3d at 19

(stating that it "makes no sense" to permit a plaintiff to pursue

a federal due process claim after ignoring the "state provided

procedural remedy"). Accordingly, the district court correctly

awarded the due process defendants summary judgment.

III.

For the reasons stated, the district court's judgment is

affirmed.

-21-