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Peterson v. Evapco, Inc.

Court of Special Appeals of Maryland

July 5, 2018

EVAPCO, INC., et al.

          Circuit Court for Carroll County Case No. 06-C-14-067958

          Meredith, Leahy, Salmon, James P. (Senior Judge, Specially Assigned), JJ.


          Leahy, J.

         The central issue we must address in this appeal is whether, in a case arising out of a contract designating Maryland as the forum state, a Maryland court can exercise personal jurisdiction over a non-resident party who did not sign the contract but was "closely related" to the contractual relationship at issue. We adopt the relatively nascent "closely related" doctrine embraced by most federal and state jurisdictions that have considered applying it.

         Featured in this case are North Carolina residents Charles A. Peterson and Carmen A. Peterson, who founded, owned, and operated Tower Components, Inc. ("TCI") in North Carolina from 1990 to 2005. They sold TCI in 2005 through a stock purchase agreement ("SPA") to a Maryland company, Evapco Products ("EvapProducts"). EvapProducts is a holding company that Evapco, Inc., another Maryland company, created to hold TCI's stock. At the time of the sale, Mr. Peterson-but not Mrs. Peterson-signed a separate "Confidentiality and Intellectual Property Agreement" (the "Confidentiality Agreement" or "Agreement") and continued to work for TCI.

         The Confidentiality Agreement prohibited Mr. Peterson from using confidential information "in any way detrimental" to the interests of Evapco, Inc. or its subsidiary companies. The Agreement also included a non-compete clause and designated Maryland as the forum in which to resolve any disputes arising from it. Mr. Peterson continued to work for TCI as a sales manager until 2014 when TCI fired him for conducting business in direct competition with Evapco, Inc. and its subsidiaries via two LLCs that he and his wife wholly owned: American Cooling Tower Products, LLC ("ACTP") and Evergreen Composite Technology, LLC ("Evergreen").

         Evapco, Inc. and its wholly-owned subsidiaries, EvapTech, Inc. ("EvapTech"), EvapProducts, and TCI (collectively, "Appellees," "Evapco," and plaintiffs below), filed suit in the Circuit Court for Carroll County for injunctive relief and damages against Mr. and Mrs. Peterson, ACTP and Evergreen (collectively, "Appellants" and defendants below). The plaintiffs alleged, mainly, that Mr. Peterson breached the Confidentiality Agreement and that the other defendants tortiously interfered with the Confidentiality Agreement and with Evapco's prospective advantage. The defendants moved to dismiss Mrs. Peterson, ACTP, and Evergreen for lack of personal jurisdiction, but the court denied the motion. The contentious litigation that ensued took a relatively unusual course after the court entered a default judgment against the defendants as a spoliation sanction and reserved only the issues of injunctive relief and damages to be tried before the court.

         Appellants challenge the circuit court's exercise of personal jurisdiction over Mrs. Peterson, Evergreen, and ACTP. We hold that those parties consented to jurisdiction in Maryland because (1) the Confidentiality Agreement contained a valid forum-selection clause; (2) Evapco's claims arose out of the non-signatory Appellants' status in relation to the Confidentiality Agreement; and (3) Mrs. Peterson, Evergreen, and ACTP were closely related to the Confidentiality Agreement, thus making it foreseeable that the forum-selection clause would be enforced against them. The remaining issues that Appellants raise on appeal stem largely from the court's spoliation sanction and the procedural rulings that followed. Discerning no error or abuse of discretion, we affirm those rulings.


         A. The Corporate Parties

         Evapco, Inc. is a Maryland manufacturing company that was founded in 1976 and has its world headquarters in Taneytown, Maryland. The company provides service and products in the commercial HVAC, industrial process, power, and industrial refrigeration markets. Evapco, Inc. manufactures products at 19 locations throughout nine countries and supplies products via a sales network of more than 170 offices.

         EvapTech is also a Maryland company, but its principal place of business is in Lenexa, Kansas. Founded in 2005, EvapTech conducts research and development in the industrial refrigeration and HVAC evaporative cooling tower markets. It also designs, constructs, rebuilds, and repairs large field-erected cooling towers and conducts aftermarket purchases and sales.

         EvapProducts, another Maryland corporation, is principally located in Maryland and serves as the holding company for TCI's stock. The Petersons founded TCI as a North Carolina corporation in or around 1990. TCI manufactures and sells components for cooling towers and heat exchangers, including Opti-Bar and Opti-Grid. TCI not only sells these products to third-party purchasers, but also supplies them to Evapco to be incorporated into the cooling towers that Evapco manufactures and sells, and to EvapTech for its field-erected cooling towers.

         After they sold TCI to EvapProducts, Mr. and Mrs. Peterson formed ACTP, a North Carolina LLC, in October of 2012. They maintained its principal place of business at their home in North Carolina until they dissolved the company on June 20, 2015, after the underlying complaint was filed. ACTP was in the business of buying and selling cooling tower parts. Although Mr. Peterson claimed in his answers to interrogatories that he "had no involvement with the business," the record reveals that he was ACTP's registered agent and manager and that he signed checks and tax forms on ACTP's behalf.

         Evergreen was a Georgia LLC that the Petersons formed in 2007 and dissolved on May 9, 2015, roughly six weeks before they dissolved ACTP. The ownership and business of Evergreen was contested throughout the underlying proceedings, [1] but Appellees agree with Mrs. Peterson's most recent testimony that she owned 51% and her husband owned 49%. Although Mrs. Peterson described Evergreen in her affidavit as a company that "was in the business of manufacturing composite decking materials," a credit application that Mr. Peterson signed described Evergreen's business as the "[r]esale of cooling tower parts." The circuit court ultimately found that both ACTP and Evergreen operated in competition with Evapco.[2]

         B. The Sale of TCI

         In 2005, EvapProducts purchased all of TCI's stock from the Petersons for roughly $3.76 million. According to Evapco, Inc. President and CEO, William Bartley, TCI was targeted for acquisition, in part, because it produced a product called "Opti-Bar, which ha[s] [] kind of an industry reputation as the best, most efficient splash bar in the [cooling tower] market." In consideration for the purchase of TCI stock, the parties entered into the Confidentiality Agreement, without which Evapco "would not have entered into and consummated" the SPA. Mr. Peterson, but not his wife, signed the Confidentiality Agreement. The Confidentiality Agreement contained an assignment clause that provided in relevant part:

I [Mr. Peterson] acknowledge and agree that all work product, designs, specifications, drafts, memorand[a], ideas, know how, trade secrets, inventions, improvements, modifications, enhancements and any other work product previously produced, currently produced, or produced in the future by me, solely or jointly with others while employed at [Evapco] (collectively, the "Work Product") was, is, and shall be work for hire and created to be owned by Evapco and, to the extent that any such Work Product was or is not work made for hire, for no additional consideration, I hereby assign over to Evapco all of my right, title and interest in and to such Work Product[.]

         The Confidentiality Agreement required Mr. Peterson to keep accurate records, which would remain Evapco's property, and to surrender those records to Evapco in the event of his termination. It imposed a duty on Mr. Peterson to keep confidential all information Evapco communicated to him during his tenure with TCI. Additionally, the Agreement contained a restrictive covenant that prohibited Mr. Peterson, "at all times during [his] employment with Evapco" from "engag[ing] in any activity, directly or indirectly, that competes with Evapco or otherwise compromises its interests." By signing the Confidentiality Agreement, Mr. Peterson agreed "not to compete with Evapco for two (2) years from the later of the date of th[e] Agreement or the date my employment with Evapco ends[, ]" and further acknowledged that

I shall be competing with Evapco if I participate, or engage in, or carry on directly or indirectly, within the continental United States or any foreign country within which Evapco has operations or representative sales offices at the time of my termination from employment with Evapco, for myself or on behalf of any person, partnership, corporation or other entity, any business that designs, manufactures, licenses, leases or sells goods or services that are, as of the date of termination of my employment with Evapco: (i) also offered by Evapco; (ii) under development by Evapco to bring to market in the future; or (iii) subject to plans by Evapco to bring to market in the future by means of either a business acquisition or the hiring of persons with expertise to develop such goods or services.

         The Confidentiality Agreement was governed by Maryland law and specified that "[a]ll claims hereunder shall be tried solely and exclusively in the Circuit Court for Carroll County (or if subject matter jurisdiction exists, in the United States District Court for the District of Maryland, Northern Division), and the parties consent to the sole and exclusive jurisdiction and venue of such court, regardless of where I [Mr. Peterson] am residing at the time[.]"

         C. Mr. Peterson's Tenure at TCI

         Incidental to the SPA, Mr. Peterson continued working for TCI as a sales manager. His duties included managing TCI's relationships with its customers as well as procuring and bidding on outside sales. In the spring of 2014, TCI discovered that, since at least 2009, Mr. Peterson was engaging in business activities "that not only distracted from performing his duties at TCI, but were also in direct competition with the business of [Evapco.]" Specifically, TCI accused Mr. Peterson of, individually and through Evergreen and ACTP, selling products and cooling tower parts made by Evapco's competitors to Evapco's actual and prospective customers; manufacturing replica TCI and EvapTech products to sell to Evapco's actual and prospective customers; and diverting a project from Evapco by submitting a bid to a general contractor through Evergreen. Evapco, Inc. CEO, William Bartley, later testified that he heard rumors of Mr. Peterson's side dealing but the "last [] straw" was when Mr. Peterson "had become careless" and left a purchase order from Evergreen in a copy machine at TCI's office. Mr. Bartley told him, "We know what you are doing, so, now you need to leave and you can't compete for two years. This is what your agreement says." TCI terminated Mr. Peterson on July 29, 2014.

         D. North Carolina Employment Hearing

         Mr. Peterson filed for unemployment benefits, and an adjudicator with North Carolina's Division of Employment Security denied his claim, finding that TCI had terminated him for misconduct connected with his work. On January 27, 2015, an appeals referee held a hearing in Mr. Peterson's administrative appeal of that decision. In the Matter of Charles A. Peterson, Senior and Tower Components, Inc., Appeals Decision No. VII-A-87271.

         At the hearing, Mr. Brian Colwell, the General Manager of TCI, testified that TCI fired Mr. Peterson for breach of the Confidentiality Agreement. According to Mr. Colwell, TCI had been receiving invoices from EvapTech's competitors, care of Mr. Peterson, for components that TCI did not supply. TCI investigated and discovered that Mr. Peterson was purchasing the parts for Evergreen and that Evergreen was paying for the purchases. After Mr. Colwell discovered an Evergreen purchase order from a competitor in TCI's copy machine, TCI terminated Mr. Peterson for appropriating confidential information and business opportunities.

         Mr. Colwell clarified that TCI had been aware that Mr. Peterson owned Evergreen during his employment with TCI. In fact, TCI had permitted Mr. Peterson to conduct business on TCI's behalf through Evergreen with Grupo Unitherm, one of TCI's prior customers in Mexico that wanted to continue working with Mr. Peterson directly.[3] Mr. Colwell insisted that Mr. Peterson's sales to Grupo Unitherm through Evergreen were not the cause for his termination. Instead, TCI fired Mr. Peterson because Evergreen sold products to TCI customers that TCI did not supply, and Mr. Peterson had not made him or EvapTech aware of the other sales. On cross-examination, however, Mr. Colwell admitted that he never gave Mr. Peterson any sort of formal warning. In a decision that emphasized TCI's prior knowledge of Mr. Peterson's activities and failure to instruct him to stop, the appeals referee reversed the adjudicator's decision and held that "the evidence fails to show that [Mr. Peterson] was discharged from the job for misconduct connected with the work."

         E. The Underlying Case

         1. The Initial Complaints

         Just shy of five months after Mr. Peterson's termination from employment, TCI, along with Evapco and EvapTech, filed a complaint on December 22, 2014, against "Charles A. Peterson, II" in the Circuit Court for Carroll County. The complaint described Mr. Peterson's surreptitious business activities, and alleged, inter alia, that following his termination, Mr. Peterson failed to return work product, including confidential and proprietary documents and emails. It also alleged that Mr. Peterson conducted TCI business through his personal email address, after TCI's product-and that he continued conducting business through on behalf of Evergreen and ACTP following his termination. Finally, the complaint alleged that, via Evergreen and ACTP, Mr. Peterson was procuring cooling tower parts from Evapco's competitors that Evapco also offered, and then sold those products to TCI's customers or prospective customers and kept the profits on those transactions.

         The complaint contained three counts: (1) breach of the Confidentiality Agreement, with a request for damages over $75, 000 and an injunction ordering Mr. Peterson to return all TCI work product and confidential information, and prohibiting him from competing against Evapco for two years; (2) misappropriation of trade secrets in violation of North Carolina law, with a request for injunctive relief and punitive damages; and (3) unfair and deceptive trade practices in violation of the North Carolina Deceptive Trade Practices Act ("NCDTPA"), with a request for, inter alia, injunctive relief, a money award representing Mr. Peterson's illegal gains and plaintiffs' lost profits, as well as treble damages.

         First and Second Amended Complaint

         Following a perfunctory amendment in February 2015 to delete the "II" from "Charles A. Peterson," the complaint was amended a second time on May 29, 2015, to join EvapProducts as a plaintiff and to add Mrs. Peterson, ACTP, and Evergreen as defendants. Evapco alleged that Mr. Peterson deleted TCI-related emails from his work computer before he returned it to TCI. Evapco also added Mrs. Peterson, ACTP, and Evergreen to the North Carolina statutory counts, and added two more counts to the complaint against them: tortious interference with contractual relations and tortious interference with prospective advantage.

         Mr. Peterson filed his second answer on July 31, again denying plaintiffs' claims, and this time denying any ownership interest in or serving as a Vice President of ACTP. He also denied that Mrs. Peterson was the owner and President of Evergreen and denied that he or his wife "exercised 'complete dominion and control over the affairs'" of the two LLCs, as plaintiffs alleged. His answer asserted fourteen affirmative defenses-including that the Confidentiality Agreement was unenforceable as "overly broad, unreasonable as applied here, and not necessary to protect any legitimate business interests of Plaintiff[s]."

         2. Motion to Dismiss

         The same day that Mr. Peterson filed his second answer, the three remaining defendants filed a joint motion to dismiss for lack of personal jurisdiction. In it, Mrs. Peterson claimed that she had no connection to Maryland other than the sale of TCI to EvapProducts in 2005. She argued that she "never worked for Evapco, never signed [the Confidentiality Agreement], and never consented to jurisdiction in Maryland[, ]" and that "[e]ven if she had signed the same [Confidentiality] Agreement that Mr. Peterson signed in 2005, it would have expired in 2007, two years after she signed it[, ]" because she never worked for Evapco. She rejected the idea that her purported awareness or knowledge of the Confidentiality Agreement could possibly form the basis for jurisdiction, and included an affidavit with the motion in which she stated that, "[u]ntil this dispute arose, [4] I was not aware of the terms of Mr. Peterson's Confidentiality and Intellectual Property Agreement with TCI, including its non-compete and jurisdiction provisions."

         ACTP and Evergreen asserted that they had no contact with Maryland, and bare, conclusory allegations that individual defendants "exercise complete dominion and control over the affairs" of a company are insufficient to pierce the corporate veil to impose liability and assert jurisdiction over the company.

         The plaintiffs responded that the defendants were "all part of the same amalgamated enterprise, which has impermissibly competed with [Evapco] and used their proprietary documents and information in breach of legal obligations to [Evapco]." Evapco submitted that Maryland possessed jurisdiction over Mrs. Peterson because Evapco's "complain[t] flow[s] from the [SPA]," which Mrs. Peterson signed and thereby transacted business in Maryland by selling her stock in TCI to a Maryland company in Maryland through an SPA governed by Maryland law. In regard to the LLCs, Evapco charged, among other things, that "Mrs. Peterson, Evergreen[, ] and [ACTP] are affiliates of Mr. Peterson and are bound by the forum selection clause in the [Confidentiality] Agreement; that Mr. Peterson is the agent and/or alter ego of Mrs. Peterson, Evergreen[, ] and [ACTP]; and that Mrs. Peterson has transacted business in Maryland." Evapco urged that Maryland should not "countenance[]" the defendants' "shell game" and should enforce the Confidentiality Agreement against all defendants-even the non-signatories.

         The circuit court held a hearing on October 2, 2015. At the hearing, Evapco presented, for the first time, out-of-jurisdiction cases that articulated and applied a doctrine that aligned with Evapco's theory of jurisdiction: a forum-selection clause can bind non-signatories to its jurisdiction and venue provisions if the non-signatories are found to be "closely related" to the contractual relationship. The circuit court took the matter under advisement, allowing the defendants time to respond in writing to Evapco's newly presented cases.

         On October 27, 2015, the circuit court issued a memorandum opinion denying the motion to dismiss. The court began by recognizing that "the evidence is clear in this case that Mrs. Peterson was a resident of North Carolina at all times relevant[], that [ACTP] was organized in North Carolina, that Evergreen was organized in Georgia and conducted business principally in North Carolina, and that neither [ACTP] or Evergreen existed at the time of a sale of TCI." The court concluded that "there [wa]s sufficient basis . . . to exercise specific personal jurisdiction over them as to this action." In so ruling, the court found that the plaintiffs "ha[d] established minimum contact on the part of" Mrs. Peterson, ACTP, and Evergreen.

         3. Defendants' Counsel's Motion to Withdraw Appearance

         On February 10, 2016, the defendants' counsel filed a motion to withdraw their appearance and included copies of the notice that they sent to each of the defendants. Evapco consented to the motion but "request[ed] that the withdrawal of Defendants' counsel [] not delay or postpone the trial date."

         One week later, on February 16, Evapco filed a third amended (and operative) complaint. This complaint added a sixth, seventh, and eighth count: (6) fraud against Mr. Peterson, for allegedly failing to disclose his business activities in competition with Evapco; (7) aiding and abetting against Mrs. Peterson, ACTP, and Evergreen, alleging that Mrs. Peterson had actual knowledge of Mr. Peterson's tortious conduct and that she, together with ACTP and Evergreen, "provided substantial assistance, aid and encouragement in the commission and non-disclosure of" Mr. Peterson's competitive activities; and (8) breach of contract against Mr. Peterson based on fiduciary duties of loyalty and good faith, alleging that he had a duty to act for the benefit of Evapco but engaged in self-interested and self-dealing conduct.

         The defendants, through new counsel, filed answers on March 7, 2016, again asserting general denials and several affirmative defenses.

         4. Evapco's Motion for Sanctions

         When the plaintiffs filed their third amended complaint, they also filed a motion for sanctions along with a supporting memorandum and two large binders evidencing their discovery efforts and the defendants' alleged spoliation. Evapco claimed the defendants willfully destroyed discoverable evidence that they were under a legal obligation to preserve. They asked the court to sanction the defendants by entering summary judgment as to liability and damages against all defendants jointly and severally. Evapco urged the court to treat the defendants as one amalgamated enterprise because each "had the right, authority, or practical ability to obtain all discoverable documents in this case[, ]" and because the Petersons used Evergreen's bank account as a "slush fund" for ACTP and vice versa.[5] According to Evapco, the defendants' "meager document productions and evasive written responses" prompted the plaintiffs to "expand[] their third-party subpoena efforts[, ]" which were excessively costly but led them to discover "the trail of destruction and the enormous scale of Defendants' operations[.]"

         Duty to Preserve

         Evapco posited that the defendants' duty to preserve began no later than Mr. Peterson's termination date, July 29, 2014. Mr. Peterson's termination letter from TCI informed him that "TCI is considering initiating legal action against you to recover damages for the violations of the [] Agreement[, ]" and an attached letter from TCI's counsel warned:

[F]ederal and state law prohibit you from deleting, and require you to take affirmative steps to preserve, all Confidential Information and Work Product in your possession, custody or control. This includes any documents, including emails, that concern Evapco or any other business that you conducted individually or on behalf of any other person or entity. It is no excuse under the law to have deleted documents as a result of a routine or automatic document or email destruction policy.

         Because Mr. Peterson's routine practice was to delete transaction records after two years, Evapco alleged that he should have maintained, at the least, any records dating back to July 29, 2012-two years prior to his termination.[6]

         Spoliated Emails

         Evapco alleged that the Petersons destroyed emails from at least four different email addresses that they used in connection with their cooling tower businesses. From his primary business email address,, Mr. Peterson produced "only about 37 emails[, ]" "of which 26 were from 2011, two were from 2012, and none were from the years 2013, 2014 and 2015." Four months later, he produced another 79 emails, but still did not include numerous responsive emails that Evapco recovered from third parties, including emails predating his termination. The emails that were produced by third parties included the defendants' purchases from Evapco's manufacturers and competitors, quotes for sales in competition with Evapco, and emails indicating Mr. Peterson represented TCI but urging customers to switch payment information to Evergreen. Third-party subpoenas also uncovered emails from, including: requests to receive invoices and shipping documents from an order placed prior to Mr. Peterson's termination, bids and quotes that Mr. Peterson submitted to Evapco's competitor for TCI's products that he was not ordering from TCI, and emails directing future correspondence to be sent to

         In his responses to interrogatories, Mr. Peterson claimed that he did not begin using until September 2014-over a month after his termination date. Yet third-party subpoenas uncovered an internal email from a cooling tower contractor sent on Mr. Peterson's termination date to a competing cooling tower company that read, "Augie - making sure this is working." During his deposition, Mr. Peterson claimed that Yahoo! informed him sometime before December 27, 2014, that the company accidentally lost his emails. The plaintiffs, however, managed to procure what they purported to be "hundreds of destroyed emails" that were sent from to Evapco's competitors.[7]Mrs. Peterson revealed that she continued deleting emails after receiving her subpoena but claimed that she could not remember whether any would have been responsive: "I'm not - I'm not going to testify to that. I'm going to take it back if I said [they were not responsive]. I just delete. I delete-delete. Anything that's there that I don't want, don't need anymore, I delete."

         Spoliation of Other Records

         Evapco also cataloged the destruction of records from Mr. Peterson's laptops, the Petersons' home desktop, and paper records. For most of these records, Evapco found either bank records without corresponding transactional records or vice versa. Evapco's damages expert estimated that, apart from the bank records, records supporting at least $3 million in transactions were still missing at the time the plaintiffs filed their motion for sanctions, such as "a $62, 250.05 check for work on a project in California[]" for which "there is no record of where it was deposited."

         Evapco sought summary judgment on liability and damages as a sanction based on evidence that (1) the defendants lost or intentionally destroyed documents well after litigation was imminent and even after suit was filed and (2) Evapco was prejudiced by the defendants' spoliations and the consequent absence of critical transactional documents.[8]

         The defendants responded by accusing the plaintiffs of "using [their] abundant resources to litigate a former employee into submission[, ]" and characterized the plaintiffs' memorandum in support of sanctions as "an excessively long motion with numerous document references and picayune details, mainly serving to establish the unremarkable fact that the Petersons are not good at details and record keeping." They argued that, prior to Mr. Peterson's termination from TCI, none of the defendants had reason to know or suspect that Evapco would sue. Although the termination letter may have triggered a duty to preserve, the defendants suggested that it applied only to documents from that date forward, not those dating back to 2012 as Evapco suggested. And the defendants contended that Mrs. Peterson "was not aware that she was likely to be added as a defendant in this case until the filing of the Second Amended Complaint, on May 30, 2015."

         The defendants contended that there was insufficient evidence to support a finding that they deleted documents with intent to subvert discovery because (1) it was not their practice to save records or emails, (2) Mrs. Peterson made reasonable efforts to locate documents relating to ACTP, (3) her computer was damaged in a lightning storm, and (4) Mr. Peterson gave TCI complete access to all of the documents in his office and on his work computer at the time of his termination.[9] Further, they urged, all evidentiary inferences should be decided in their favor as the non-moving party and argued that Evapco's motion required the court to weigh evidence and determine witness credibility- issues that should be decided by the jury.

         The defendants pressed that the plaintiffs were not prejudiced because they were able to recover "a significant quantity of similar discovery from third parties." Additionally, the defendants challenged Evapco's right to summary judgment on damages based solely on Evapco's own, unsupported "expert" report.

         In reply Evapco argued that, under Cumberland Insurance Group v. Delmarva Power, 226 Md.App. 691, cert. denied, 447 Md. 298 (2016), "the proscription against the [trial] court making findings of fact and credibility determinations that are applicable in the summary judgment context do not apply in the context of discovery sanction[s], even if one of the sanctions imposed is the entry of summary judgment against the spoliating party or parties."

         Sanctions Hearing and Order

         At a hearing on March 30, 2016, the court granted judgment in favor of Evapco on each count in the third amended complaint and granted their motion to partially seal the record. The court, however, denied Evapco's motion for injunctive relief and damages and ordered that an evidentiary hearing be set with respect to Evapco's requests for ...

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