motion to affirm — Garfinkle v. Superior Court of Contra Costa County

Seen el

~ Supreme Cuut, u.§

—_—_—-

FILED }

OCT 6 1978 ff

MI@HAEL R. CLERK |

United States

OCTOBER TERM, 1978

No. 78-397

SUSAN GARFINKLE et vir.

Appellants,

vs.

SUPERIOR COURT OF CONTRA CosTA COUNTY,

(WELLS FARGO BANK, et al., Real Parties in Interest),

Appellees.

On Appeal from the Supreme Court

of the State of California

Motion to Affirm or Dismiss

Davip W. LENNIHAN

Davip J. BROWN

27th Floor,

Spear Street Tower

One Market Plaza

San Francisco, California 94105

Telephone: (415) 442-0900

Attorneys for Appellees

BROBECK, PHLEGER & HARRISON

Of Counsel

SORG PRINTING COMPANY OF CALIFORNIA, 346 FIRST STREET, SAN FRANCISCO 84105

I.

II.

III.

SUBJECT INDEX

ER lO ict = OORT EE ROMER

Argument

A. In California Powers of Sale Derive from Private

esate cea RD eae Ln nee BA Sb OCR Oe

B. The “Pervasive Involvement’’ of the State of Cali-

fornia in Power of Sale Foreclosure Is to Codify

and Restrict, Rather Than to Authorize or En-

CI, TE i csasctcincesncenensiinnsestcnssnranessnncnes

C. “Legislative Involvement” by Codification and Cur-

tailment of Common Law Rights Created by

Agreement Does Not Cause Those Rights or

Their Exercise to Constitute State Action to Which

the Fourteenth Amendment Is Applicable..............

D. Flagg Brothers, Inc. v. Brooks...............--.--------0-+0+

ESN SIE Oe SR Ne RE ERS PTC

TABLE OF AUTHORITIES CITED

CASES Pages

Adams v. Southern California First National Bank, 492

F.2d 324 (9th Cir. 1973), cert. denied, 419 U.S. 1006

SUI i eccetersinscsemestneescnc tolls 3

Armenta v. Nussbaum, 519 $.W.2d 673 (1975) .....--.-.--0--+-- 5

Barrera v. Security Bld. & Investment Corp., 519 F.2d 1166

6. * ) p) 5

Bond v. Dentzer, 494 F.2d 302, (2d Cir. 1974) cert. denied,

GS SIO. GF (1976) nanonnncsicenwsvecccsnssensconersnssntesnensqnsseamipmntnnes 3

Britt v. Britt, 26 N.C.App. 132, 215 S.E.2d 172 (1975);

288 N.C. 238, 217 S.E.2d 678 (1975) ..-cccosn--cccccwsseeeeennees 5,7

Bryant v. Jefferson Federal Savings & Loan Ass'n, 509 F.2d

521 CO, Che, 1G) annie 4

Charmicor v. Deaner, 572 F.2d 694 (9th Cir. 1978).....-...... 5

Coffey Enterprises Realty v. Holmes, 233 Ga. 937, 213

SBD GOR CDI) anna nccieeecicnecrenesasenieenisctnarnianiomannetiian 4

Connolly Development Inc. v. Superior Court, 17 Cal.3d

ots, 395 020087 (2910s... ee 5

Cramer v. Metropolitan Savings & Loan Ass’n., 401 Mich.

25R,;, BIG ETB BO CGT T cence 5,7

Davidow v. Corporation of America, 16 Cal.App.2d 6, 60

Pad 192 (000) ni 4

Davidow v. Lachman Bros. Investment Co., 76 F.2d 186

Cott Cie. 158) nee

Federal National Mortgage Ass'n. v. Howlett, 521 S.W.2d

428 (1975), rehearing denied, 423 U.S. 1026 (1975)... 5

Federal National Mortgage Ass'n. v. Scott, 548 S.W.2d

SEIT it 5

Flagg Brothers, Inc. v. Brooks, 98 S.Ct. 1729 (May 15,

| Siento niccnssitaeinindsentiain svsesnsecasenenecenerensees 3, 7, 8,9

TABLE OF AUTHORITIES CITED iti

Pages

Garner v. Tri-State Development Co., 382 F.Supp. 377

EE 7

Global Industries v. Harris, 376 F.Supp. 1379 (N.D.Ga.

Ilan ccsatacsncesesccenscecsaqeceseoces 4

Great Falls Nat'l Bank v. McCormick, 152 Mt. 319, 448

0 5

Howlett v. Federal National Mortgage Ass'n, 423 USS.

909 (1975), rehearing denied 423 U.S. 1026 (1975)....... 6

Kenly v. Miracle Properties, 412 F.Supp. 1072 (D. Ariz.

ss aaennnssenqenecenens 3

Kennebec, Inc. v. Bank of the West, 88 Wash.2d 718, 565

Sela ea oR 6

Koch v. Briggs, 14 Cal. 256 (1859)............ eels Nesniyees 2

Kruger v. Wells Fargo Bank, 11 Cal.3d 352, 521 P.2d 441

akin caecansenncenspsxnseseceevanensecceee 3

Lancaster Security Inv. Corp. v. Kessler, 159 Cal.App.2d

649, 324 P.2d 634 (1958), appeal dismissed and cert.

ey ee ee 4,6

Lawson v. Smith, 402 F.Supp. 851 (N.D. Cal. 1975).......... 4,7

Leisure Estates of America, Inc. v. Carmel Development Co.,

570 Cae oo Gee. nex. 1974).................................... 6

Levine v. Stein, 560 F.2d 1175 (4th Cir. 1977), cert. denied,

EEA 6

Maile v. Carter, 17 Hawaii 49 (1905)................:cceesseesesee 5

Melara v. Kennedy, 541 F.2d 802 (9th Cir. 1976).............. 3

National Airport Corporation v. Wayne Bank, 73 Mich.App.

8s SEE 5,7

National Community Builders, Inc. v. Citizens & Southern

National Bank, 232 Ga. 594, 207 S.E.2d 510 (1974)...... 4

iv TABLE OF AUTHORITIES CITED

Pages

Northrip v. Federal National Mortgage Ass’n., 527 F.2d

CURE BI) chin 3,5,7

Northrip v. Federal National Mortgage Ass’n., 372 F.Supp.

SOG CRE TTY ahaa eccicetesneincssnibesintincinergmiiononee 7

Ricker v. United States, 417 F.Supp. 133 (N.D.Me. 1976)... 6

Robinson v. McKinney, 4 Dak. 290, 29 N.W. 658 (1886).. 5

Roos v. Belcher, 79 Idaho 473, 321 P.2d 210 (1958) ............ 5

Ruff v. Lee, 230 Ga. 426, 197 S.E.2d 376 (1933) ssatmabeinntties 4

Southern Mutual Investment Corp. v, Thornton, 131 Ga.

App. 765, 206 S.E.2d 846 (1974) ....ccscssssssssesssssseeceeeeeeenee 4

Strutt v. Ontario Savings & Loan Ass’n., 11 Cal.App.3d 547,

Te CIID nics access icscettnieesesntnarnsons 4

Turner v. Blackburn, 389 F.Supp. 1250 (W.D.N.C. 1975)... 7

United States v. White, 429 F.Supp. 1245 (N.D.Miss. 1977) 6

U. S. Hertz, Inc. v. Niobrara Farms, 41 Cal.App.3d 68, 116

a Teal, GE UG FED sscsstantieescsicssctisnctaremnsianentiereantnorsonens 4

Y Aleman Corporation v. Chase Manhattan Bank, 414 F.

SOND, FS CED NAMIE Y sesiiensesensesivninasinsiantisavencnstoienianecestponeants 4

Young v. Ridley, 309 F.Supp. 1308 (D.D.C. 1970) ............ 4

CopEs

California Civil Code, Section 2924 ................:.sessssssseeeeeeeseees 2

CONSTITUTIONS

United States Constitution, Fourteenth Amendment ........ 2, 3, 6, 7

TABLE OF AUTHORITIES CITED

RULES

Rule 16, Rules of the Supreme Court of the United States ....

STATUTES

1917 Cal. Stats. Ch. 204

TEXTS

Restatement of Agency 2d, Section 138

State Action, Congressional Power and Creditors’ Rights: an

Essay on the Fourteenth Amendment, No. 47, Vol. 2

Southern California L. Rev. 1

v

Pages

2

In the Supreme Court of the

United States

OcTOBER TERM, 1978

No. 78-397

SUSAN GARFINKLE et vir.

Appellants,

vs.

SUPERIOR CouRT OF CONTRA Costa CouNTY,

(WELLS FARGO BANK, et al., Real Parties in Interest),

Appellees.

On Appeal from the Supreme Court

of the State of California

Motion to Affirm or Dismiss

I,

INTRODUCTION

The decision of the Supreme Court of the State of California is

that power of sale foreclosure on deeds of trust in California does

not involve state action within the context of the Fourteenth

Amendment."

1. Appellants’ Jurisdictional Statement states as fact many matters

which are neither true nor relevant. We do not further divert attention

from the constitutional issue by discussing them.

2

The decision is so clearly correct that, without further briefing

or argument, it ought to be affirmed, or the appeal should be dis-

missed for want of a substantial federa! question.

Accordingly, we move under Rule 16 of the Rules of this Court

to affirm the decision of the Supreme Court of the State of

California, or to dismiss the appeal for want of a substantial

federal question.

II.

ARGUMENT

A. In California Powers of Sale Derive from Private Contract.”

Powers of sale, like other powers coupled with an interest, came

into use in California as creations of agreement recognized as

valid at common law, long ago, Koch v. Briggs, 14 Cal. 256

(1859), Restatement of Agency 2d, Section 138.

That fact is evident from the language of the very legislation

with which this appeal is concerned, which commences with the

words:

“Where ... in any transfer in trust made after July 27,

1917... a power of sale is conferred upon the . . . trustee. . .

to be exercised after a breach of the obligation for which such

... transfer is a security... .”” California Civil Code Section

2924.

B. The "Pervasive Involvement" of the State of California in

Power of Sale Foreclosure is to Codify and Restrict, Rather

Than to Authorize or Encourage, Its Use.

California Civil Code, Section 2924, was amended in 1917 to

require recordation of Notice of Default and Election to Sell,

the lapse of three months during which default could be cured,

notice of time and place of sale, and certain sale procedures, all

2. The origins of use of powers of sale in agreements creating security

interests in real property in California are reviewed at length in an article

by Messrs. Burke and Reber entitled: State Action, Congressional Power

and Creditors’ Rights: an E,say on the Fourteenth Amendment, No. 47,

Vol. 2 Southern California L. Rev. 1.

3

as conditions to the exercise of power of sale given in trust deeds.

1917 Cal.Stats. Ch, 204.

The California Legislature thereby did two things. It codified

California common law and it curtailed the rights previously en-

joyed by creditors under California common law. For these two

propositions for which stands the decision of the California

Supreme Court with which this appeal is concerned, the decision

of the California Supreme Court is conclusive, since both proposi-

tions are pure questions of California law.

C. "Legislative Involvement" by Codification and Curtailment

of Common Law Rights Created by Agreement Does Not

Cause Those Rights or Their Exercise to Constitute State

Action to Which the Fourteenth Amendment Is Applicable.

Apart from California decisions such as in this case, in Connolly

Development, Inc. v. Superior Court, 17 Cal.3d 803, 553 P.2d 637

(1976) and in Kruger v, Wells Fargo Bank, 11 Cal.3d 352, 521

P.2d 441 (1974), there are numerous Federal decisions in support

of the proposition that codification and curtailment of common

law rights do not remove those rights, nor their exercise from the

private sector. Flagg Brothers, Inc. v. Brooks, 98 S.Ct. 1729 (May

15, 1978); Melara v. Kennedy, 541 F.2d 802, 806 (9th Cir.

1976); Northrip v. Federal National Mortgage Ass’n, 527 F.2d

23 (6th Cir. 1975); Adams v. Southern California First National

Bank, 492 F.2d 324 (9th Cir. 1973), cert. denied, 419 U.S. 1006

(1974) ; Bond v. Dentzer, 494 F.2d 302, 311-312, (2d. Cir. 1974),

cert. denied, 95 S.Ct. 65 (1974).

More specifically it has been held repeatedly that codification

and curtailment of power of sale rights created by trust deed

agreements do not cause such rights or their exercise to constitute

State action to which the Fourteenth Amendment is applicable.

ARIZONA: Kenly v. Miracle Properties, 412 F.Supp.

1072 (D. Ariz. 1976) (found no state

action)

CALIFORNIA:

DISTRICT OF

COLUMBIA:

GEORGIA:

GUAM:

4

Lawson v. Smith, 402 F.Supp. 851 (N.D.

Cal. 1975) (found no state action)

U.S. Hertz, Inc. v. Niobrara Farms, 41 Cal.

App.3d 68, 116 Cal. Rptr. 44 (1974)

(found no state action)

Strutt v. Ontario Savings & Loan Ass’n., 11

Cal.App.3d 547, 90 Cal. Rptr. 69 (1970)

(found no state action)

Lancaster Security Inv. Corp. v. Kessler, 159

Cal.App.2d 649, 324 P.2d 634 (1958)

(found no state action)

Davidow v. Corporation of America, 16 Cal.

App.2d 6, 60 P.2d 132 (1936) (found no

state action)

Davidow v. Lachman Bros. Investment Co.,

76 F.2d 186 (9th Cir. 1935) (found no

state action )

Bryant v. Jefferson Federal Savings & Loan

Ass'n, 509 F.2d 511 (D.C. Cir. 1974)

(found no state action and waiver)

Young v. Ridley, 309 F.Supp. 1308 (D.D.C.

1970) (found no state action)

Coffey Enterprises Realty v. Holmes, 233 Ga.

937, 213 S.E.2d 882 (1975) (found no

state action)

Global Industries v. Harris, 376 F.Supp.

1379 (N.D. Ga. 1974) (found no state

action)

National Community Builders, Inc. v. Citi-

zens & Southern National Bank, 232 Ga.

594, 207 S.E.2d 510 (1974) (found no

state action)

Ruff v. Lee, 230 Ga. 426, 197 S.E.2d 376

(1933) (due process not violated; implied

finding of no state action)

Southern Mutual Investment Corp. v. Thorn-

ton, 131 Ga. App. 765, 206 S.E.2d 846

(1974) (found no state action)

Y Aleman Corporation v. Chase Manhattan

Bank, 414 F.Supp. 93 (D. Guam) (found

no state action)

HAWAII:

IDAHO:

MICHIGAN:

MISSOURI:

MONTANA:

NEVADA:

NORTH

CAROLINA:

NORTH

DAKOTA:

TEXAS:

5

Maile v. Carter, 17 Hawaii 49 (1905) (no

state action or waiver)

Roos v. Belcher, 79 Idaho 473, 321 P.2d 210

(1958) (found notice sufficient)

Northrip v. Federal National Mortgage

Ass’n., 527 F.2d 23 (6th Cir. 1975)

(found no state action)

Cramer v. Metropolitan Savings & Loan

Ass’n., 401 Mich. 252, 258 N.W.2d 20

(1977) (found no state action)

National Airport Corporation v. Wayne

Bank, 73 Mich. App. 572, 252 N.W.2d

519 (1977) (found consent and no state

action )

Federal National Mortgage Ass’n. v. Scott,

548 $.W.2d 545 (1977) (found no state

action)

Federal National Mortgage Ass'n. v. How-

lett, 521 S.W.2d 428 (1975), rehearing

denied, 423 U.S. 1026 (1975) (found no

state action)

Great Falls Nat'l Bank v. McCormick, 152

Mt. 319, 448 P.2d 991 (1968) (found

notice sufficient, state action not discussed)

Charmicor v. Deaner, 572 F.2d 694 (9th

Cir. 1978) (found no state action)

Britt v. Britt, 26 N.C. App. 132, 215 S.E.2d

172 (1975). Appeal dismissed for lack of

substantial constitutional question, 288

N.C. 238, 217 S.E.2d 678 (1975) (found

notice sufficient, state action not discussed)

Robinson v. McKinney, 4 Dak. 290, 29 N.W.

658 (1886) (found notice sufficient and

waiver, state action discussed)

Armenta v. Nussbaum, 519 S.W.2d 673

(1975) (found no state action)

Barrera v. Security Bld. & Investment Corp.,

519 F.2d 1166 (Sth Cir. 1975) (found no

state action)

6

Leisure Estates of America, Inc. v. Carmel

Development Co., 371 F.Supp. 556 (S.D.

Tex. 1974) (found no state action)

VIRGINIA: Levine v. Stein, 560 F.2d 1175 (4th Cir.

1977) (found no state action)

WASHINGTON: Kennebec, Inc. v. Bank of the West, 88

Wash.2d 718, 565 P.2d 812 (1977)

(found no state action)

The very question has received the attention of this Court,

recently,* twice.

In Howlett v. Federal National Mortgage Association, 423 US.

909 (1975), rehearing denied 423 U.S. 1026 (1975), appeal from

a decision of the Supreme Court of Missouri, which concluded

that state action was not present in power of sale foreclosure,

codified in statutes not significantly different from those of Cali-

fornia, was dismissed by this Court for want of a substantial

federal question.

In Levine v. Stein, 434 US. 1046 (1978) this Court declined

to review on Writ of Certiorari the decision of the Fourth Circuit

in 560 F.2d 1175 holding that foreclosure by power of sale of

trust deeds which were codified by Virginia statute did not involve

state action to which the Fourteenth Amendment was applicable.

In footnote 8 on page 22 of Appellants’ Jurisdiction Statement

are cited several recent cases as holding power of sale foreclosure

unconstitutional.

They are not in point, or concern materially different legisla-

tion, or have been reversed.

(1) United States v. White, 429 F.Supp. 1245 (N.D. Miss.

1977) and Ricker v. United States, 417 F.Supp. 133 (N.D.Me.

1976) are cases in which the Federal Government itself was the

foreclosing party.

*In 1959 this Court dismissed an appeal and denied certiorari in

Lancaster Security Investment Corp. v. Kessler, 358 U.S. 306, in which

the precise question now before the Court was presented.

5

(2) Turner v. Blackburn, 389 F Supp..1250 (W.D.N.C. 1975)

held North Catolina’s power of sale foreclosure statute not con-

stitutional. The California Supreme Court in its opinion, page 15,

expressed its agreement with the decision of the District Court in

Lawson v. Smith, 402 F.Supp. 85 (N.D. Cal. 1975) that under the

North Carolina statutory scheme, the Clerk of the Superior Court

had duties which were discretionary (they are indeed judicial)

not merely ministerial, and the statutory scheme was, therefore,

significantly unlike the California statutory scheme. It should

be observed, moreover, that in Britt v. Britt, 26 N.C.App. 132,

215 S.E.2d 172 (1975) the North Carolina Court of Appeals

refused to follow Turner v. Blackburn, and North Carolina’s

Supreme Court denied certiorari for want of a substantial con-

stitutional question, at 217 S.E.2d 678.

(3) In Garner v. Tri-State Development Co., 382 F.Supp. 377

(E.D. Mich. 1974) and in Northrip v. Federal National Mortgage

Ass’n., 372 F.Supp. 594 (E.D. Mich. 1974), two district judges of

the Federal District Court found Michigan so involved in power

of sale foreclosures as to cause such foreclosure to constitute state

action.

The 6th Circuit reversed Northrzp (but not on ‘other grounds”

as Appellants state), concluding that state action was absent, at

$27 F.2d 23 (1975).

The Michigan courts have followed the 6th Circuit: Cramer v.

Metropolitan Savings & Loan Association, 401 Mich. 252, 258

N.W.2d 20 (1977); National Airport Corporation v. Wayne

Bank, 73 Mich. App. 572, 252 N.W.2d 519 (1977).

D. Flagg Brothers, Inc. v. Brooks.

Appellants urge upon this Court, as they did upon the Supreme

Court of the State of California,® the argument that this Court’s

3. Appellants’ request that this Court remand this case to the California

Supreme Court for reconsideration in light of Flagg Brothers, Inc. v. Brooks

ignores the fact that the California Supreme Court considered the signifi-

cance of Flagg Brothers when it denied Appellants’ Petition for Rehearing.

8

decision in Flagg Brothers, Inc, v. Brooks, 98 S.Ct. 1729 (May

15, 1978) supports the conclusion that power of sale foreclosure

involves state action.

In Flagg Brothers, this Court found no state action in private

foreclosure sale of property stored by a warehouseman having a

possessory lien.

The holding in Flagg Brothers is in emphatic accord with the

decision at hand. In Flagg Brothers the Court said:

“Thus the only issue presented by this case is whether Flag¢

Brothers’ action may fairly be attributed to the State of New

York.” (Flagg Brothers, supra, at 1734.)

“This system of rights and remedies, recognizing the tradi-

tional place of private arrangements in ordering relationships

in the commercial world, can hardly be said to have delegated

to Flagg Brothers an exclusive prerogative of the sovereign.

“Whatever the particular remedies available under New

Yor! law, we do not consider a more detailed description of

them necessary to our conclusion that the settlement of dis-

putes between debtors and creditors is not traditionally an

exclusive public function. Cf. United States v. Kras, 409

US. 434, 445-446 (1973). Creditors and debtors have had

available to them historically a far wider number of choices

than has one who would be an elected public official, or a

member of Jehovah’s Witnesses who wished to distribute

literature in Chickasaw, Ala., at the time Marsh was decided.

Our analysis requires no parsing of the difference between

various commercial liens and other remedies to support the

conclusion that this entire field of activity is outside the

scope of Terry and Marsh. This is true whether these com-

mercial rights and remedies are created by statute or decisional

law. To rely upon the historical antecedents of a particular

practice would result in the constitutional condemnation in

one State of a remedy found perfectly permissible in another.

Compare Cox Bakeries v. Timm Moving & Storage, 554

F.2d 356, 358-359 (1977), with Melara, supra, at 805-806,

and n. 7. Cf. Bell v. Maryland, 378 U.S. 226, 334-335 (1964)

(Black J., dissenting).

9

“Thus, even if we were inclined to extend the sovereign

function doctrine outside of its present carefully confined

bounds, the field of private commercial transactions would

be a particularly inappropriate area into which to expand it.

We conclude that our sovereign function cases do not sup-

port a finding of state action here.” (Emphasis added; foot-

notes omitted. Flagg Brothers, supra, at 1735-1737)

“This Court, however, has never held that a State’s mere

acquiescence in a private action converts that action into that

of the State.” (Flagg Brothers, supra, at 1737)

*California’s Supreme Court might have said these things in

deciding this case. It might have further quoted from Flagg

Brothers, saying of this case:

“If [California] had no commercial statutes at all, its courts

would still be faced with the decision whether to prohibit

or permit the sort of sale threatened here. . . . If the mere

denial of judicial relief is considered sufficient encourage-

ment to make the State responsible for those private acts, all

private deprivations of property would be converted into

public acts whenever the State, for whatever reason, denies

relief sought by the putative property owner.”

“Not only is this notion completely contrary to that ‘essential

dichotomy,’ . . . between public and private acts, but it has

been previously rejected by [the United States Supreme]

COM. wae

“Here, the State of [California] has not compelled the sale

..., but has merely announced the circumstances under which

its courts will not interfere with a private sale. Indeed, the

crux of [Appellants’} complaint is not that the State has

acted, but that it has refused to act.” (Flagg Brothers, supra,

at 1738.)

Should this court hold not constitutional the legislation in Cali-

fornia concerning power of sale foreclosures, the result would

deprive debtors of safeguards and rights provided by that legisla-

tion, rather than outlaw power of sale foreclosures.

10

III.

CONCLUSION

Since it is apparent from numerous and recent decisions of this

Court, that no state action exists in power of sale foreclosure of

trust deeds in California, and that the California legislation limit-

ing use of power of sale foreclosure is not unconstitutional, the

decision below should be affirmed, or the Appeal should be dis-

missed for want of a substantial federal question.

Respectfully submitted,

Davip W. LENNIHAN

DaviD J. BROWN

Attorneys for Appellees

BROBECK, PHLEGER & HARRISON

Of Counsel

October 5, 1978

CERTIFICATE OF SERVICE

DAVID W. LENNIHAN states that he is a member of

the Bar of this Court; that on October 5, 1978, he deposited

in the mail at San Francisco, California, five (5) sealed

envelopes, with postage fully prepaid thereon, containing

three (3) copies of the foregoing Motion to Affirm or

Dismiss, addressed as follows:

Supreme Court of California

State Building

350 McAllister Street

San Francisco, CA 94102

Contra Costa County Superior Court

Courthouse

Court and Main Streets

Martinez, CA 94553

Steven M. Kipperman

Kipperman, Shawn, Keker & Brockett

407 Sansome Street, Suite 400

San Francisco, CA 94111

Stanley J. Friedman

Friedman & Sloan

680 Beach Street, Suite 436

San Francisco, CA 94109

Gary Gartinkle

1122 Hilltop Drive

Lafayette, CA 94549

Dav W. Ye

David W. Lennihan

Spear Street Tower

One Market Plaza

San Francisco, CA 94105