<font color="red">DO NOT FILE IN THIS CASE</font> TRANSFERRED TO CAMDEN NEW CIVIL ACTION NO. 1:20-cv-4575

NOT FOR PUBLICATION

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

JULIUS REALTY CORPORATION, et al.,

Plaintiffs,

Civil Action No. 20-4575 (ZNQ) (DEA)

v.

OPINION

DAWN E. THOMPSON,

Defendant.

QURAISHI, District Judge

THIS MATTER comes before the Court upon a Motion to Appoint Fiscal Agent filed by

Defendant Dawn E. Thompson (“Defendant”). (“Receiver Motion”, ECF No. 127.) Defendant

filed a Moving Brief in support of her Receiver Motion. (“Receiver Moving Br.”, ECF No. 127-

5.) Plaintiff Julius Realty Corporation (“Julius Realty”) Opposed the Receiver Motion (“Receiver

Opp’n”, ECF No. 132) to which Defendant Replied (“Receiver Reply”, ECF No. 135).

The Court will also consider Plaintiffs’ Motion for Reconsideration or in the Alternative,

to Amend the Complaint. (“Reconsideration Motion”, ECF No. 128.) Plaintiff filed a Moving

Brief in support of its Reconsideration Motion. (“Reconsideration Moving Br.”, ECF No. 128-2.)

Defendant Opposed the Reconsideration Motion (“Reconsideration Opp’n”, ECF No. 133) to

which Plaintiff Replied (“Reconsideration Reply”, ECF No. 137).

Lastly, the Court will consider Defendant’s Motion to Strike Exhibit D1 of Plaintiff’s

Reconsideration Motion (ECF No. 134). (“Motion to Strike”, ECF No. 136-7.) Plaintiff filed an

Opposition to Defendant’s Motion to Strike (“Strike Opp’n”, ECF No. 142) to which Defendant

Replied (“Strike Reply”, ECF No. 143).

The Court has carefully considered the parties’ submissions and decides the Motions

without oral argument pursuant to Federal Rule of Civil Procedure 78 and Local Civil Rule 78.1.

For the reasons set forth below, the Court will GRANT Defendant’s Motion to Appoint Allen

Wilen as Fiscal Agent, DENY Plaintiff’s Motion for Reconsideration, GRANT Plaintiff’s Motion

to Amend its Complaint, and DENY Defendant’s Motion to Strike.

I. BACKGROUND AND PROCEDURAL HISTORY

The underlying facts are set forth at length in the Court’s July 28, 2022 Opinion. (ECF

No. 24; Julius Realty Corp. v. Thompson, Civ. No. 20-4575, 2022 WL 2981003 (D.N.J. July 28,

2022).

The matter arises out of the alleged mismanagement of Julius Realty, a New Jersey

corporation whose sole business consists of owning and leasing a property in Lawrence Township

(the “Litho Property”). Id. at *1. Plaintiff U.S. Eagle Corporation (“U.S. Eagle”) is a Delaware

corporation whose sole business consists of managing its wholly owned subsidiary, Julius Realty.

Id. Plaintiff James J. Westphal, Jr. (“Jim”) is a Nevada resident and an officer and director of

Julius Realty and U.S. Eagle. Id. Jim is the trustee of Plaintiff JJW Trust (“Jim Trust”), which

owns 35.7% of U.S. Eagle common stock. Id. Plaintiff Scott K. Westphal (“Scott”) is a

Massachusetts resident and director of Julius Realty and U.S. Eagle. Id. Scott is the trustee of

Plaintiff SKW Trust (“Scott Trust”), which owns 19.7% of U.S. Eagle common stock. Scott was

1 Exhibit D is Plaintiff’s Unredacted Proposed Third Amended Complaint.

appointed the proxy for the other shareholders of U.S. Eagle who represent approximately 23.19%

of U.S. Eagle common stock. Id. The Jim Trust, Scott Trust, and Scott as proxy represent

approximately 78.59% of the U.S. Eagle common stock.

Defendant Dawn E. Thompson resides in California and is, upon information and belief of

Plaintiffs, the trustee of non-party Dawn E. Westphal Trust (“Dawn Trust”), which represents the

rest of the U.S. Eagle common stock. Id. Defendant, Jim, and Scott are siblings. Id. Non-party

Philip Thompson (“Philip”) is the former husband of Dawn and was formerly involved with

actions taken by U.S. Eagle and contested by Plaintiffs. Id.

Defendant joined the “family business” in or about June 21, 2005 as the Secretary of U.S.

Eagle. Id. at *2. When requested by U.S. Eagle or its stockholders to distribute profits of Julius

Realty to U.S. Eagle, Dawn refused and blocked all such efforts. Id. On or about August 16, 2010,

Scott was informed via letter signed by Defendant as Secretary of U.S. Eagle that the entire Board

of Directors of U.S. Eagle had been removed and replaced with new directors Dawn, Philip, and a

third individual named Todd Bearup. Id. Such action was allegedly taken in violation of U.S.

Eagle’s By-laws, in part because Jim, the Jim Trust, and the Scott Trust did not vote for Scott’s

removal from the Board of Directors of U.S. Eagle. Id. Later, Defendant, in her capacity as

Secretary of U.S. Eagle, sent a letter to Scott informing him that his employment by U.S. Eagle

was terminated, effective August 19, 2010. Id.

Shortly after Scott’s removal and termination, U.S. Eagle and its group of subsidiaries,

including Julius Realty, entered into bankruptcy proceedings (the “Bankruptcy”), with Dawn

primarily controlling the Bankruptcy proceedings on behalf of U.S. Eagle and Julius. Id. Julius

Realty disposed of all but three properties after the chief restructuring officer engaged by the group

of entities marketed and posted them for sale. Id. Two of the remaining three were sold soon after

the Bankruptcy reorganization. Id.

As U.S. Eagle and Julius Realty exited Bankruptcy, Defendant allegedly caused Julius

Realty to enter an “employment and severance agreement” (the “Employment Agreement”). Id.

Defendant allegedly offered her then-husband, Philip, a generous divorce settlement as he

reviewed and approved the Employment Agreement on behalf of U.S. Eagle and Julius Realty. Id.

The final draft of the Employment Agreement was not provided to the then-current members of

the Board of Directors of Julius Realty or explained to the directors and stockholders of U.S. Eagle,

Julius Realty’s sole shareholder. Id.

Defendant allegedly engaged in a consistent pattern of corporate misdeeds,

mismanagement, and theft of Julius Realty assets between 2014 and 2019. Id. Plaintiff alleges

that: payments to Defendant were improper or not business expenses id.; Defendant failed to

prepare minutes, hold annual meetings, or perform other directorial duties id.; and Defendant

improperly loaned money to herself and Margaret H. Westphal (“Margaret”). Id.

On March 27, 2020, Jim Trust and Scott Trust, as majority stockholders of U.S. Eagle,

notified Defendant that an annual stockholders’ meeting would occur on April 6, 2020. Id. At the

meeting, Defendant departed after objecting. Id. The remaining stockholders voted to remove the

then-current directors of U.S. Eagle and to elect Scott and Jim to be the directors of U.S. Eagle

effective immediately. Id. Scott and Jim, now the directors of U.S. Eagle, acted by written consent

to remove all then-current officers of U.S. Eagle and to appoint Scott and Jim as officers.2 Id.

On August 25, 2020, Scott and Jim filed an action in Delaware Chancery Court to

determine the composition of U.S. Eagle’s Board of Directors. Id. at *3. On October 16, 2020,

2 The new U.S. Eagle Board of Directors appointed Scott as President and Secretary and Jim as Chairperson of the

Board and Treasurer. (Id. ¶ 84.)

the Delaware Chancery Court signed and entered a Stipulation and Order of Voluntary Dismissal

(the “Delaware Stipulation”). Id. Pursuant to the Delaware Stipulation, Scott, Jim, and Defendant

stipulated that the U.S. Eagle board of directors was comprised of Scott, Jim, and Defendant on

August 21, 2020. Id. On October 27, 2020, the stockholders of U.S. Eagle (except Defendant)

acted by written consent to remove Defendant from U.S. Eagle’s Board of Directors and to confirm

Scott’s and Jim’s positions on the board, without prejudice to their position that she had already

been validly removed months prior. Id. Through a number of other written consents, Scott and

Jim removed Defendant from all positions with U.S. Eagle and Julius Realty. Id.

Defendant filed a motion to dismiss (ECF No. 92) and a motion to appoint a receiver or a

fiscal agent (ECF No. 82) both of which were granted.

II. LEGAL STANDARD

1. Motion to Appoint Fiscal Agent

In the spirit of providing “clearly necessary oversight in a manner which is no more

intrusive than necessary,” a court may appoint a receiver pendente lite or a special fiscal agent

under Rule 66. Leone Industries v. Associated Packaging, Inc., 795 F. Supp. 117, 120–21 (D.N.J.

1992); see also Tanzer v. Huffines, 408 F.2d 42 (3d Cir. 1969). Motions to Appoint a Receiver

are interim equitable relief, akin to a motion for preliminary injunction. See Fimbel v. Fimbel

Door Corp., Civ. No. 14-1915, 2016 WL 1379788, at *2 (D.N.J. Apr. 7, 2016). “Temporary

injunctions are customarily granted on the basis of procedures that are less formal and evidence

that is less complete than in a trial or at summary judgment, because there is no rule in the

preliminary injunction context akin to the strict rules governing the form of affidavits that may be

considered in summary judgment proceedings.” Arrowpoint Capital Corp. v. Arrowpoint Asset

Mgmt., LLC, 793 F.3d 313, 325 (3d Cir. 2015) (quotations and citation omitted).

2. Motion for Reconsideration

Rule 59(e) of the Federal Rules of Civil Procedure permits litigants to move to alter or

amend a judgment within ten days of its entry. Similarly, Local Rule 7.1(i) permits a party to seek

reconsideration by the Court of matters “which [it] believes the Judge has overlooked” when it

ruled on a motion. The Third Circuit has held that the “purpose of a motion for reconsideration is

to correct manifest errors of law or fact or to present newly discovered evidence.” Harsco Corp.

v. Zlotnicki, 779 F.2d 906, 909 (3d Cir. 1985). “Reconsideration motions, however, may not be

used to relitigate old matters, or to raise arguments or present evidence that could have been raised

prior to the entry of judgment.” NL Indus. v. Commercial Union Ins. Co., 935 F. Supp. 513, 515–

16 (D.N.J. 1996). Accordingly, such motions will be granted only where (1) an intervening change

in the law has occurred, (2) new evidence not previously available has emerged, or (3) the need to

correct a clear error of law or prevent a manifest injustice arises. North River Ins. Co. v. Cigna

Reinsurance Co., 52 F.3d 1194, 1218 (3d Cir. 1995). Because reconsideration of a judgment after

its entry is an extraordinary remedy, requests pursuant to these rules are to be granted “sparingly.”

Maldonado v. Lucca, 636 F. Supp. 621, 630 (D.N.J. 1986)

III. DISCUSSION

A. MOTION TO APPOINT FISCAL AGENT

In light of the Court’s prior Order granting Defendant’s Motion to Appoint Fiscal Agent

(ECF No. 125), Defendant now moves to appoint Allen Wilen (“Wilen”) of Eisner Advisory Group

LLC as fiscal agent to oversee and safeguard the assets of U.S. Eagle Corporation and Julius

Realty. (Receiver Moving Br. at 1.) In Opposition, Plaintiff argues that the Motion to Appoint

Fiscal Agent is premature because Plaintiff seeks reconsideration of the Court’s July 28, 2022

Opinion and Order. (Receiver Opp’n at 3.) However, as is discussed below, this argument is moot

because the Court will deny Plaintiff’s Motion for Reconsideration. In the alternative, Plaintiff

argues that “even if the Court is inclined to appoint D[efendant]’s chosen fiscal agent, however, it

must nevertheless limit the responsibilities and powers of the fiscal agent to a more reasonable

degree.” (Id. at 1, 4.)

The Court has already held that the appointment of a fiscal agent would be beneficial and

helpful to the parties involved in the instant matter. Julius Realty Corp., 2022 WL 2981003, at *7.

A fiscal agent is “generally appointed to monitor corporate record keeping or to prevent the erosion

of assets on behalf of shareholders.” In re Prudential Ins. Co. of Am. Sales Practices Litig., 962

F. Supp. 450, 560 (D.N.J. 1997) (citing S.E.C. v. Alan F. Hughes, Inc., 461 F.2d 974 (2d Cir. 1972)

(appointing special fiscal agent to review corporate books and to report need for receiver to

dissolve corporation); Ferguson v. Birrell, 190 F. Supp. 506, 511 (S.D.N.Y. 1961) (appointing

fiscal agent to determine the propriety of corporate disbursements)). Pursuant to Wilen’s

curriculum vitae, he is qualified to act as a fiscal agent in this matter. Wilen has more than twenty

years of financial and accounting experience, is a certified public accountant, certified insolvency

and restructuring advisor, chartered financial analyst, certified turnaround professional, and an

accredited business valuator. (See Def. Ex. A, ECF No. 127-4.) It is evident to the Court that

Wilen’s experience and qualifications make him suitable for the Fiscal Agent position. As such,

the Court will appoint him as Fiscal Agent pursuant to the terms set forth in the accompanying

Order.

B. MOTION FOR RECONSIDERATION

Following the Court’s Opinion and Order filed July 28, 2022, Plaintiff filed a Motion for

Reconsideration. (ECF No. 128.) Plaintiff argues that the Court misapplied case law and should

reconsider its Order dismissing Counts 2 and 3 of the Second Amended Complaint.

(Reconsideration Moving Br. at 4.) To reiterate the Court’s holding in the Opinion at issue, the

Court held the following with respect to Counts 2 and 3 of the Second Amended Complaint:

Julius Realty’s second count alleges a breach of Defendant’s

duty of care, duty of loyalty, duty of disclosure, and duty of good

faith. (Am. Compl. at ¶¶ 108–112.) Breaches of fiduciary duties

can only be brought by shareholders as derivative actions in New

Jersey. See Tully v. Mirs, 198 A.3d 295, 302 (N.J. App. Div. 2018).

Given that Julius Realty is the only plaintiff with standing and is the

corporation rather than a shareholder, the Court finds that it has

failed to allege a plausible claim. Cf. Furst v. Feinberg, 54 Fed.

App’x 94, 99 (3d Cir. 2002) (Delaware law prohibits direct suits of

breach of fiduciary duty).

Julius Realty’s third count alleges that Defendant converted

Julius Realty’s cash, property, and an Aston Martin DB9, while

Julius Realty’s fourth count alleges that Defendant was unjustly

enriched by virtue of her conduct. (Am. Compl. ¶¶ 114–118, 120.)

The elements of conversion under New Jersey common law are: “(1)

a benefit is conferred upon the defendant; (2) at the plaintiff’s

expense; (3) under circumstances that would make the defendant’s

retention unjust.” Sharma v. Gupta, Civ. No. 20-3446, 2022 WL

970544, at *5 (D.N.J. Mar. 31, 2022) (quoting Powers v. Lycoming

Engines, 245 F.R.D. 226, 230 – 31 (E.D. Pa. 2007)). However, New

Jersey courts have held that conversion is generally captured by the

breach of fiduciary duty claim unless the injury to shares is distinct.

Tully, 198 A.3d at 126–27 (quoting Strasenburgh v. Straubmuller,

683 A.2d 818, 830 (N.J. 1996)). Given that unjust enrichment

cannot lie as an independent claim as well, the Court dismisses

Julius Realty’s third and fourth count. Sharma, 2022 WL 97044, at

*7.

Julius Realty Corp., 2022 WL 2981003, at *6. “A motion for reconsideration is not a vehicle to

reargue the motion or to present evidence which should have been raised before.” Database Am.,

Inc. v. Bellsouth Advertising & Publishing Corp., 825 F. Supp. 1216, 1220 (D.N.J. 1993). “A

party seeking reconsideration must show more than a disagreement with the Court’s decision, and

‘recapitulation of the cases and arguments considered by the court before rendering its original

decision fails to carry the moving party's burden.’” G-69 v. Degnan, 748 F. Supp. 274, 275 (D.N.J.

1990) (quoting Carteret Savings Bank, F.A. v. Shushan, 721 F. Supp. 705, 709 (D.N.J. 1989); see

also Egloff v. New Jersey Air Nat’l Guard, 684 F. Supp. 1275, 1279 (D.N.J. 1988) (motion for

reconsideration denied when plaintiff failed to cite any pertinent case law or fact court may have

overlooked). When a motion for reconsideration raises only a party’s disagreement with a decision

of the court, that dispute “should be dealt with in the normal appellate process, not on a motion for

reargument under . . . [Local] Rule 12I.” Florham Park Chevron, Inc. v. Chevron U.S.A., Inc., 680

F. Supp. 159, 163 (D.N.J. 1988). Moreover, pursuant to L. Civ. R. 7.1(i), Plaintiff must set forth

“the matter or controlling decisions which [Plaintiff] believes the [Court] has overlooked.”

Plaintiff argues that the Court’s decision to dismiss Count Two of the Amended Complaint

is based on a clear error of law because case law is clear that “suits to redress corporate injuries

which secondarily harm all shareholders alike are brought only by the corporation.”

(Reconsideration Moving Br. at 6.) However, although Plaintiff cites Tully to argue that it can

assert a claim directly, it fails to address the requirements that must be pled in order to do so. Tully

explicitly states that:

A shareholder may maintain a direct action against a

corporation or its directors if the shareholder suffers a ‘special

injury.’ Elster v. American Airlines, Inc., 34 Del. Ch. 94, 100 A.2d

219 (Del. Ch. 1953)). ‘A special injury exists where there is a wrong

suffered by [the] plaintiff that was not suffered by all stockholders

generally or where the wrong involves a contractual right of the

stockholders, such as the right to vote.’ [Strasenburgh v.

Straubmiller, 146 N.J. 527, 550 (1996)] (quoting In re Tri-Star

Pictures, Inc., 634 A.2d 319, 330 (Del. 1993)).

In the context of a closely-held corporation, courts have

discretion to construe a derivative cause of action as a direct claim

if doing so ‘will not (i) unfairly expose the corporation or the

defendants to a multiplicity of actions, (ii) materially prejudice the

interests of creditors of the corporation, or (iii) interfere with a fair

distribution of the recovery among all interested persons.’

457 N.J. Super. at 124–25 (citations omitted). First and foremost, Plaintiff failed to allege that a

“special injury” occurred, which is grounds on its own for the Court to deny Plaintiff’s Motion for

Reconsideration. Furthermore, it is undisputed that Julius Realty was “the only plaintiff with

standing and is the corporation rather than a shareholder.” Julius Realty Corp., 2022 WL

2981003, at *6 (emphasis added). Since the Motion for Reconsideration does not allege that Julius

Realty is a shareholder, does not allege any new facts that were previously unavailable, and has

not mentioned any new, unconsidered case law, the Court will decline to reconsider its prior ruling

on that basis.

Plaintiff next argues that the Court should reconsider its dismissal of the third count of the

Amended Complaint because “an injury suffered by a corporation must be redressed through a suit

brought by the corporation itself.” (Reconsideration Moving Br. at 8.) However, the Court

correctly pointed out in its initial Opinion that, under New Jersey law, unjust enrichment cannot

provide an independent tort claim. Castro v. NYT Television, 370 N.J. Super. 282, 299 (App. Div.

2004) (“[T]he role of unjust enrichment in the law of torts is limited for the most part to its use as

a justification for other torts such as fraud or conversion.”); Nelson v. Xacta 3000 Inc., Civ. No.

08-5426, 2009 WL 4119176, at *7 (D.N.J. Nov. 24, 2009) (“New Jersey law does not recognize

unjust enrichment as an independent tort cause of action”). “Thus, the only basis on which Plaintiff

could theoretically rely for an independent cause of action for unjust enrichment is a contractual

relationship between the Plaintiff[s] and Defendant.” Debjo Sales, LLC v. Houghton Mifflin

Harcourt Publ’g Co., Civ. No. 14-4657, 2015 WL 1969380, at *8 (D.N.J. Apr. 29, 2015). Since

Plaintiffs do not allege any such relationship here, the Court will not reconsider its dismissal of

Count Three.

Lastly, Plaintiffs argue that the Court should reconsider its decision to appoint a fiscal agent

because Defendant “is no longer involved in the operations of Julius Realty” and “there is therefore

no further danger that she will cause imminent harm to the company’s assets.” (Reconsideration

Moving Br. at 11.) However, the Court noted that “Defendant has an equitable interest in the Litho

Property because she owns shares in U.S. Eagle, the sole owner of Julius Realty and thus the Litho

Property.” Julius Realty Corp., 2022 WL 2981003, at *7. This is undisputed in Plaintiffs’

Reconsideration Motion. “Given both parties’ concerns about cash outflows from Julius Realty

and Julius Realty’s and U.S. Eagle’s history of bankruptcy,” the Court found that there is an

imminent danger of Julius Realty’s property being diminished in value or squandered. Id.

Accordingly, even though Defendant may in fact no longer be involved in the operations of Julius

Realty, she nonetheless has an interest in Julius Realty’s operations vis-à-vis the Litho Property.

The Court deems that can be most properly handled via a fiscal agent that is “generally appointed

to monitor corporate record keeping or to prevent the erosion of assets.” In re Prudential Ins. Co.

of Am. Sales Practices Litig., 962 F. Supp. 450, 560. Accordingly, the Court will decline to

reconsider its decision to appoint a fiscal agent.

In the alternative to reconsideration, Plaintiff requests that the Court grant leave to amend

its Complaint. (Reconsideration Moving Br. at 12.) Pursuant to Federal Rule of Civil Procedure

15(a)(2), “[t]he court should freely give leave [to file an amended pleading] when justice so

requires.” As stated by the Supreme Court of the United States, “[t]his mandate is to be heeded.”

Foman v. Davis, 371 U.S. 178, 182 (1962). Accordingly, leave to amend the complaint should be

freely given in the absence of “undue delay, bad faith or dilatory motive on part of movant,

repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to

opposing party by virtue of allowance of amendment, [or] futility of amendment.” Id. “[O]utright

refusal to grant the leave without any justifying reason. . . is not an exercise of discretion; it is

merely abuse of that discretion and inconsistent with the spirit of the Federal Rules.” Id.; see also

Dole v. Arco Chemical Co., 921 F.2d 484, 486 (3d Cir. 1990) (“we have held consistently that

leave to amend should be granted freely”); Bechtel v. Robinson, 886 F.2d 644, 652 (3d Cir. 1989)

(“We have noted that the courts ‘have shown a strong liberality . . . in allowing amendments under

Rule15(a).’”).

Plaintiff claims that the proposed amended complaint “addresses the court’s concerns

regarding the Second Amended Complaint as expressed in the July 28, 2022 Opinion and Order

. . . makes some stylistic and typographic changes, as well as updates the case caption to remove

all plaintiffs other than Julius Realty.” (Reconsideration Moving Br. at 12.) Defendant on the

other hand argues that Plaintiff’s Motion to Amend its Complaint should be denied because

Plaintiff failed “to attach a copy of the amended pleading it proposed to file” which are procedural

grounds for denial. (Motion to Strike, at 3.)

First, Defendant mistakenly argues that Plaintiff failed “to attach a copy of the amended

pleading it proposed to file.” In fact, Plaintiff filed a proposed Third Amended Complaint as

Exhibit C to the Declaration of David C. Roberts, Esq. in support of the Reconsideration Motion.

(Pl. Ex. C, ECF No. 128-1.) The Court will therefore deny Defendant’s Motion to Strike.

As to the Motion to Amend, it is evident to the Court that no party will be prejudiced by a

Third Amended Complaint, as discovery has not yet occurred and no additional parties are being

added to the matter. Likewise, the Court finds no undue delay, bad faith or dilatory motive

burdening Plaintiff’s request. As to futility, Defendants will be afforded the opportunity to raise

this issue on a subsequent motion to dismiss, should they choose. Accordingly, the Court will

grant Plaintiff one final opportunity to amend its Complaint and deny Defendant’s Motion to Strike

Plaintiff’s Amended Complaint. See Foman v. Davis, 371 U.S. 178 (1962) (Under Rule 15(a),

leave to amend is to be freely given in the absence of circumstances such as undue delay, bad faith

or dilatory motive, undue prejudice to the opposing party or futility of amendment.)

IV. CONCLUSION

For the reasons stated above, the Court will GRANT Defendant’s Motion to Appoint Allen

Wilen as Fiscal Agent, DENY Plaintiff’s Motion for Reconsideration, and GRANT Plaintiff’s

Motion to Amend its Complaint, and DENY Defendant’s Motion to Strike. An appropriate Order

will follow.

Date: March 31, 2023

s/ Zahid N. Quraishi

ZAHID N. QURAISHI

UNITED STATES DISTRICT JUDGE