J.E. Robert Company et al. v. LLC (2010)

MEMORANDUM OF DECISION

On September 20, 2010 the parties appeared in court at a hearing concerning the plaintiff Shaw's New London, LLC's (SNL) applications for prejudgment remedy and for preliminary injunction, and its motion for disclosure of assets.   The court heard the testimony of witnesses and received various exhibits in evidence.   After the evidentiary portion of the hearing was concluded, the parties presented oral argument.   After considering the evidence and the parties' arguments, the court issues this memorandum of decision.

I Background

This matter, which was filed in court in August 2007, concerns a note, a mortgage of commercial property located in New London, Connecticut, a guaranty, and related instruments.   On April 13, 2005, defendant Signature Properties, LLC (Signature) agreed, pursuant to a Fixed Rate Note, to pay to JP Morgan Chase Bank, N.A. (JP Morgan) the principal sum of $8,800,000.00, with interest (Note).   See SNL's Exhibit 1. To secure the Note, Signature executed a Mortgage And Security Agreement (Mortgage), with respect to commercial property known as 6 Shaw's Cove, New London, Connecticut, a three-story office building.   See SNL's Exhibit 2.

In a previous memorandum of decision, dated February 3, 2010 (# 349) (February 2010 decision), the court granted SNL's motion for partial summary judgment as to liability, concerning counts one through four of its first amended complaint, dated March 4, 2008 (# 116).   In summary, the court found that Signature defaulted in its payment obligations;  that Signature breached Sections 4.3 and 8.2 of the Mortgage;  that the nonrecourse provisions of Section 10(a) of the Note are null and void, the Note is a full recourse obligation of Signature, SNL is not limited to the security interests granted by Signature, Signature is fully liable for any deficiency judgment which SNL may obtain;  and that the Guarantor defendants (Maureen Julian, Andrew J. Julian, Michael Murray, and Stephanie Lord Drake) are jointly and severally liable for Signature's full recourse obligation under the Note and Mortgage, including any deficiency judgment.   The Guarantor defendants' appeal from the February 2010 decision to the Appellate Court was dismissed for lack of ripeness on September 21, 2010.

SNL seeks a judgment of strict foreclosure and a deficiency judgment.   In the application for prejudgment remedy, SNL claims that the debt exceeds $14.8 million.   SNL asserts that a recent appraisal of 6 Shaw's Cove shows that it is unsecured for a deficiency amount in excess of $9.1 million, plus attorneys fees and costs.   SNL seeks to attach and/or garnish assets of the Guarantor defendants.   In addition, in the motion for disclosure of assets, SNL seeks an order requiring the Guarantor defendants to disclose assets sufficient to satisfy the prejudgment remedy.

In its application for preliminary injunction, SNL seeks to prohibit the Guarantor defendants from pledging, encumbering, transferring, assigning or otherwise disposing or diminishing any of their ownership interests in assets which may be the subject of any court order granting their prejudgment remedy application.   In particular, SNL bases its request for injunctive relief on its claims that, in December 2009, 698 Bank Street, LLC, a limited liability company (LLC) owned by the Julians,¹ sold real property to another LLC, and assigned its lease with Walgreens thereto;  and that when Maureen Julian subsequently testified at her deposition, she did not testify that this property had been sold or that the lease had been assigned.²  SNL also claims that, in May 2008, Maureen Julian transferred real property located in Monroe, Connecticut to the Julian Family Trust for far less than its worth.

II Standard Of Review

A

“[T]he purpose of a prejudgment remedy ․ is to serve as security for the satisfaction of the plaintiff's judgment, should he obtain one ․ A prejudgment remedy is primarily designed to forestall any dissipation of assets by the defendant and to bring them into the custody of the law to be held as security for the satisfaction of such judgment as the plaintiff may recover in a manner consistent with the requirements of due process ․ It follows, then, that the amount of a prejudgment remedy award must be proportionate to the amount of actual damages likely to be recovered at trial.”  (Citations omitted;  internal quotation marks omitted.)  TES Franchising, LLC v. Feldman, 286 Conn. 132, 148, 943 A.2d 406 (2008).

“A prejudgment remedy ‘means any remedy or combination of remedies that enables a person by way of attachment, foreign attachment, garnishment or replevin to deprive the defendant in a civil action of, or affect the use, possession or enjoyment by such defendant of, his property prior to final judgment ․’ General Statutes § 52-278a(d) ․ Proof of probable cause as a condition of obtaining a prejudgment remedy is not as demanding as proof by a fair preponderance of the evidence ․ The legal idea of probable cause is a bona fide belief in the existence of the facts essential under the law for the action and such as' would warrant a man of ordinary caution, prudence and judgment, under the circumstances, in entertaining it ․ Probable cause is a flexible common sense standard.   It does not demand that a belief be correct or more likely true than false ․ Under this standard, the trial court's function is to determine whether there is probable cause to believe that a judgment will be rendered in favor of the plaintiff in a trial on the merits ․ In its determination of probable cause, the trial court is vested with broad discretion which is not to be over-ruled in the absence of clear error ․” (Citations omitted;  internal quotation marks omitted.)  TES Franchising, LLC v. Feldman, supra, 286 Conn. 136-37.

“Section 52-278d(a) explicitly requires that a trial court's determination of probable cause in granting a prejudgment remedy include the court's ‘taking into account any defenses, counterclaims or set-offs ․’ ․ Therefore, it is well settled that, in determining whether to grant a prejudgment remedy, the trial court must evaluate both parties' evidence as well as any defenses, counterclaims and setoffs ․ Such consideration is significant because a valid defense has the ability to defeat a finding of probable cause.”  (Citations omitted;  emphasis omitted;  internal quotation marks omitted.)  Id., 141.

“[A] court may grant a prejudgment remedy order that authorizes an attachment for an amount less than that sought in the application for prejudgment remedy as long as there is probable cause that a judgment in that lesser amount, taking into account any defenses, counterclaims or setoffs, will be rendered in the plaintiff's favor.”  Connecticut Light & Power Co. v. Gilmore, 89 Conn.App. 164, 176, 875 A.2d 546, cert. denied, 275 Conn. 906, 882 A.2d 681 (2005).

“The adjudication made by the court on [an] application for a prejudgment remedy is not part of the proceedings ultimately to decide the validity and merits of the plaintiff's cause of action.   It is independent of and collateral thereto.”  (Internal quotation marks omitted.)  Marlin Broadcasting, LLC v. Law Office of Kent Avery, LLC, 101 Conn.App. 638, 647, 922 A.2d 1131 (2007).

“[T]he probable cause hearing is not a full-scale trial on the merits.   The plaintiff does not have to establish that he will prevail, only that there is probable cause to sustain the validity of the claim ․ The court's role in such a hearing is to determine probable success by weighing probabilities ․ [T]his weighing process applies to both legal and factual issues.”  (Internal quotation marks omitted.)  Doe v. Rapoport, 80 Conn.App. 111, 116-17, 833 A.2d 926 (2003).  “It bears reemphasis, however, that the burden of proof at a probable cause hearing is a low one ․” 36 DeForest Avenue, LLC v. Creadore, 99 Conn.App. 690, 698, 915 A.2d 916, cert. denied, 282 Conn. 905, 920 A.2d 311 (2007).

The determination is to be based on the court's assessment of the legal issues and the credibility of the witnesses.   See Nash v. Weed & Duryea Co., 236 Conn. 746, 749, 674 A.2d 849 (1996).  “[I]n an application for a prejudgment remedy, the amount of damages need not be determined with mathematical precision ․ A fair and reasonable estimate of the likely potential damages is sufficient to support the entry of a prejudgment attachment ․ Nevertheless, the plaintiff bears the burden of presenting evidence which affords a reasonable basis for measuring [its] loss.”  (Citations omitted;  internal quotation marks omitted.)  Rafferty v. Noto Bros. Construction, LLC, 68 Conn.App. 685, 693, 795 A.2d 1274 (2002).  “[A] finding of probable damages ․ is an integral part of the probable cause determination.”  Id., 694.

“Because [§ 52-278d(a) ] limits the amount of a prejudgment remedy to the amount of damages that could be obtained at a trial on the merits, a prejudgment remedy may include an award of attorneys fees only if a party can demonstrate probable cause that she will recover attorneys fees at trial.”   (Footnote omitted.)  TES Franchising, LLC v. Feldman, supra, 286 Conn. 147.

“Practice Book 230A [now § 13-13] and General Statutes 52-278n permit the trial court to compel a defendant ‘to disclose property in which he has an interest or debts owing to him sufficient to satisfy a prejudgment remedy.’   “ Connecticut National Bank v. Investors Capital Corp., 29 Conn.App. 48, 54, 613 A.2d 1370, cert. denied, 224 Conn. 902, 615 A.2d 1044 (1992).   In relevant part, § 52-278n(a) provides that “[t]he existence, location and extent of the defendant's interest in such property or debts shall be subject to disclosure.   The form and terms of disclosure shall be determined by the court.”

B

In order to prevail on a application for a temporary or preliminary injunction, the movant must show (1) likelihood of success on the merits;  (2) lack of an adequate remedy at law;  (3) irreparable injury;  and (4) that a balancing of the equities favors granting the injunction.   See Waterbury Teachers Association v. Freedom Of Information Commission, 230 Conn. 441, 446, 645 A.2d 978 (1994);  Griffin Hospital v. Commission on Hospitals and Health Care, 196 Conn. 451, 457-58, 493 A.2d 229 (1985).

“The extraordinary nature of injunctive relief requires that the harm complained of is occurring or will occur if the injunction is not granted.   Although an absolute certainty is not required, it must appear that there is a substantial probability that but for the issuance of the injunction, the party seeking it will suffer irreparable harm.”  (Internal quotation marks omitted.)   Avalon Bay Communities, Inc. v. Orange, 256 Conn. 557, 566, 775 A.2d 284 (2001).

The issuance of an injunction is “an extraordinary remedy granted in the sound discretion of the court and only under compelling circumstances.”  (Internal quotation marks omitted.)  Monroe v. Middlebury Conservation Commission, 187 Conn. 476, 480, 447 A.2d 1 (1982).

III Discussion

A. Prejudgment Remedy

As stated above, in the February 2010 decision, the court granted summary judgment against the Guarantor defendants as to liability for a deficiency judgment.   Thus, their defenses already were considered.   See February 2010 decision, pp. 26-34.   Taking into account the Guarantor defendants' counterclaims, which are discussed below, the evidence presented at the hearing is sufficient for a finding of probable cause that SNL will recover a deficiency judgment against each of the Guarantor defendants.   Michael F. Cocanougher, vice president of SNL, credibly testified that SNL is the holder of the Note, Mortgage, and Guaranty, and that the debt remains unpaid.   Signature defaulted in making payments due under the Note in April 2007, and has remained in default since then.³  The defendants presented no witnesses and no documentary evidence.

The court bases its finding as to probable cause concerning the amount of the likely judgment on:  (1) the undisputed fact of the April 2007 default, (2) the undisputed testimony that no payment has been made since then, (3) the terms of the Note and Mortgage,⁴ and (4) the appraised value of the property.

The evidence shows that there is probable cause to believe that the debt, through the date of this decision, exceeds $12.6 million, including the following components.   First, according to Section 2 of the Note, page 2, the Applicable Interest Rate is 5.34% per annum.⁵  Thus, under Section 2, interest on the principal balance of $8.8 million accrues annually in the amount of $469,920 ($8.8 million x .0534 = $469,920), at the rate of $1,305.33 per day ($469,920 divided by 360 days = $1,305.33).   Through September 20, 2010, $1,639,800 in interest has accrued.⁶

Second, Section 6 of the Note, page 3, provides for the payment of Default Interest, at the lesser of two rates, the maximum rate permitted by applicable law, or the greater of five percent above the Applicable Interest Rate or five percent above the Prime Rate, defined as the prime rate in effect at the time of the occurrence of default, as reported in the Wall Street Journal.   No party contends that the maximum rate permitted by law applies here.   The greater of the others is five percent above the Prime Rate. According to the Wall Street Journal, the Prime Rate was 8.25 percent in April 2007.⁷  Subtracting the Applicable Interest Rate (5.34%) from the total of five percent and 8.25 percent (13.25 percent) results in a Default Interest Rate of 7.91 percent.

Thus, under Section 6, default interest on the principal balance of $8.8 million accrues annually in the amount of $696,080 ($8.8 million x .0791 = $696,080), at the rate of $1,933.56 per day ($696,080 divided by 360 days = $1,933.56).   Through September 20, 2010, $2,235,196 in default interest has accrued.   Interest is continuing to accrue at $3,238.89 per day ($1,305.33 + $1,933.56 = $3,238.89).

Third, Section 7(a) of the Note calls for a prepayment, in addition to accrued interest, where proceeds are received through foreclosure.   The prepayment consideration is defined as the greater of one percent of the principal balance or the present value, as of the date the proceeds are received, of remaining scheduled payments of principal and interest, utilizing a defined discount rate for the week ending prior to the payment of the proceeds.   Although, in Cocanougher's affidavit of debt, SNL seeks over $1.3 million under this provision, the court applies the lower amount of $88,000(one percent of the principal balance of $8.8 million), since, at this time, the date when the proceeds will be received is uncertain, and the corresponding discount rate also is uncertain.

In the affidavit of debt, SNL presented other categories with monetary amounts which it claims ought to be included in the deficiency judgment.   However, these are presented in conclusory fashion, without support.   The court declines to consider these items at this juncture.

SNL acknowledges, in the affidavit of debt, paragraph 14(k), that $120,575, reserve funds held for insurance, replacement and tenant improvements, is to be subtracted from the deficiency judgment.   As to setoffs and counterclaims, the Guarantor defendants presented no documentary evidence in support thereof and called no witnesses.   They provided no calculation as to how the amount of the debt should be reduced thereby.   The court, in a separate memorandum of decision, also issued on this date, has granted SNL's second motion to strike, which is addressed to the defendants' substituted and amended counterclaims.   Accordingly, the counterclaims do not diminish the probable amount of the deficiency judgment.

Adding the three categories of debt discussed above (interest, default interest, and prepayment) to the principal amount owed ($8.8 million), less the reserve amount, results in a subtotal of $12,642,421.   In addition, one year of projected interest should be added (360 days x $3,238.89), for the estimated time remaining prior to the entry of a deficiency judgment, in the amount of $1,166,000, resulting in the sum of $13,808,421.

SNL also presented the testimony of Richard A. Michaud, a real estate appraiser, who prepared an appraisal of the market value of 6 Shaw's Cove, as of April 30, 2010.   See SNL's Exhibit 10.   Michaud credibly testified that the value of 6 Shaw's Cove as of that date was $7.0 million.   Subtracting this sum results in a probable deficiency judgment in the amount of $6,808,421.

In addition, Section 17.2 of the Mortgage, page 46, provides for the payment of legal fees incurred in protecting the Lender's interest in the property, and/or for collecting any amount payable or in enforcing its rights with respect thereto.   Through June 25, 2010, the fees for services rendered amounted to over $430,000.   See affidavit of attorneys fees (# 418), ¶ 53.   It is evident that additional attorneys fees were incurred thereafter and will be incurred in advance of judgment.   Also, SNL filed a bill of costs (# 410), in which it seeks costs in the amount of $7,336.12.   The court estimates that at least $500,000 in attorneys fees and costs will be incurred by the time a deficiency judgment is entered.

Thus, a total prejudgment remedy in the amount of $7,308,400 (rounded to the nearest hundred) is appropriate in these circumstances.   The court separately has issued an order granting prejudgment remedy, authorizing attachment of the Guarantor defendants' interests in property and assets, and other relief.   See Crotty v. Tuccio Development, Inc., 119 Conn. 775, 784, 990 A.2d 888 (2010).

In addition, the motion for disclosure of assets is granted and the court has also issued an order as to that motion.

B. Preliminary Injunction

Applying the requisite factors concerning a preliminary injunction, the court concludes that, as discussed above, SNL has shown that it is likely to prevail on the merits.   Concerning lack of an adequate remedy at law and irreparable harm, SNL presented evidence as to the conduct of one of the Guarantor defendants, Maureen Julian.

As part of SNL's evidentiary presentation, excerpts of the December 15, 2009 deposition testimony of Maureen Julian, pages 47-48, were admitted.   See Practice Book § 13-31(a)(3) (deposition of a party may be used by an adverse party for any purpose).⁸  Maureen Julian testified that she had always been a member of 698 Bank Street, LLC, and that it was formed to develop a Walgreens.   She also stated that she receives monthly payments from that LLC and that her son, Jason Julian, is the managing member thereof.   She testified that 698 Bank Street, LLC leases property to Walgreens.

SNL also presented evidence showing that, contrary to Maureen Julian's testimony, as of December 15, 2009, 698 Bank Street, LLC no longer leased the property to Walgreens.   That lease was assigned to New London Bank Street, LLC, effective on December 2, 2009 (see SNL's Exhibit 12), about two weeks before her testimony, and well after the filing of the amended complaint in March 2008, in which SNL seeks to enforce the Guaranty against the Guarantor defendants.   The assignment of the lease with Walgreens was part of a transaction in which 698 Bank Street, LLC sold 698 Bank Street for over $6.4 million.   See SNL's Exhibit 11 (Warranty Deed).

In addition, the evidence presented by SNL shows that, in May 2008, residential real property in Monroe, Connecticut was transferred by Maureen Julian to the Julian Family Trust, for the sum of $1.00 and other valuable consideration, but less than $100.00.   See SNL's Exhibit 14 (Quit-Claim Deed).   The Residential Property Record Card for this property shows values in excess of $400,000.   See SNL's Exhibit 15.

“[A]lthough injuries compensable by monetary damages ordinarily do not give rise to irreparable harm ․ [a] preliminary injunction may issue to preserve assets as security for a potential monetary judgment where the evidence shows that a party intends to frustrate any judgment on the merits by making it uncollectible.”  (Citation omitted;  internal quotation marks omitted).   Pashaian v. Eccelston Properties, Ltd., 88 F.3d 77, 86-87 (2d Cir.1996).   Maureen Julian's conduct, including her cited deposition testimony and her transfer of real property for less than full value, shows an intent to make uncollectible SNL's probable deficiency judgment against her.   As to her, SNL has shown that, absent injunctive relief, it will suffer irreparable harm and that its remedy at law is inadequate.

As to balancing of the equities, a preliminary injunction which requires that none of Maureen Julian's assets may be transferred would be of limited duration.   It would maintain the status quo during the pendency of this matter.   It would help to ensure that assets are available to satisfy the substantial judgment concerning which the court has found probable cause.

There has been no showing that, as to Maureen Julian, the granting of such an injunction would cause “damage to the defendant greatly disproportionate to the injury of which the plaintiff complains ․” Moore v. Serafin, 163 Conn. 1, 6, 301 A.2d 238 (1972).   Rather, “the harm to the plaintiff from the diminution or diversion of assets, necessitating laborious recovery, outweighs the limited inconvenience” to the defendant.   Connecticut Savings Bank v. Realty Capitol Acquisition Corp., Superior Court, judicial district of New Haven, Docket No. 29 49 71 (July 24, 1990, Hodgson, J.) [2 Conn. L. Rptr. 167].   As to Maureen Julian, the court finds that the balance of the equities favors SNL.

SNL has met its burden to show that a preliminary injunction is warranted as to Maureen Julian.   For good cause shown, SNL's counsel's representation as to the financial responsibility of SNL, the injunction is issued without bond.   See General Statutes § 52-472.

In contrast, SNL has not presented evidence of similar conduct by any of the other Guarantor defendants.   See Connecticut Savings Bank v. Realty Capitol Acquisition Corp., supra, Superior Court, Docket No. 29 49 71 (evidentiary showing that defendant had transferred property to his wife);  In Re Feit & Drexler, Inc., 760 F.2d 406, 416 (2d Cir.1985) (evidence of substantial efforts to hide assets);  Alvenus Shipping Co. v. Delta Petroleum (U.S.A.) Ltd., 876 F.Sup. 482, 486 (S.D.N.Y.1994) (defendant's insolvency not unintentional).   As to the other Guarantor defendants, no evidence was presented to show that, absent equitable relief, a money judgment will go unsatisfied.   In the absence of such evidence, injunctive relief against them is not warranted.

CONCLUSION

For the foregoing reasons, the court orders a prejudgment remedy, as set forth in its accompanying order, and grants SNL's motion for disclosure of assets, as set forth in an accompanying order.

SNL's application for a preliminary injunction is granted as to defendant Maureen Julian, without bond.   Until judgment enters in this matter, defendant Maureen Julian is hereby enjoined and prohibited from pledging, encumbering, assigning or otherwise disposing of any assets which are the subject of the court's Order Granting Prejudgment Remedy, including any assets disclosed in response to the court's Order For Disclosure Of Assets.

As to the other Guarantor defendants, SNL's application for a preliminary injunction is denied.

It is so ordered.

BY THE COURT

Robert B. Shapiro

JUDGE OF THE SUPERIOR COURT

FOOTNOTES

FN1. In its February 2010 decision, page 3, the court referred to Guarantor defendants Maureen Julian and Andrew J. Julian and their sons, Andrew C. Julian and Jason Julian, as the Julians..  FN1. In its February 2010 decision, page 3, the court referred to Guarantor defendants Maureen Julian and Andrew J. Julian and their sons, Andrew C. Julian and Jason Julian, as the Julians.

FN2. In its February 2010 decision, pages 4-6, the court set forth undisputed facts concerning development of the Walgreens Pharmacy, located at 698 Bank Street, LLC's property.   See discussion therein, at pages 19, 21, of termination of the Parking Agreement as a trade-off to benefit an affiliated entity..  FN2. In its February 2010 decision, pages 4-6, the court set forth undisputed facts concerning development of the Walgreens Pharmacy, located at 698 Bank Street, LLC's property.   See discussion therein, at pages 19, 21, of termination of the Parking Agreement as a trade-off to benefit an affiliated entity.

FN3. That Signature's default dates from April 2007 was already established.   See February 2010 decision, p. 6..  FN3. That Signature's default dates from April 2007 was already established.   See February 2010 decision, p. 6.

FN4. Where, as here, there is evidence of the amount owed, through the Note and Mortgage, and through Cocanougher's knowledge of the loan history and his familiarity with how records of the debt are kept, his affidavit of debt was admissible as a business record.   See Webster Bank v. Flanagan, 51 Conn.App. 733, 743-50, 725, A.2d 975 (1999).   Since no payment was made, there is no contention here that SNL has misapplied any payment.   Nevertheless, as discussed, the court has not relied on the amounts set forth in the affidavit of debt in finding probable cause as to the amount of a deficiency judgment..  FN4. Where, as here, there is evidence of the amount owed, through the Note and Mortgage, and through Cocanougher's knowledge of the loan history and his familiarity with how records of the debt are kept, his affidavit of debt was admissible as a business record.   See Webster Bank v. Flanagan, 51 Conn.App. 733, 743-50, 725, A.2d 975 (1999).   Since no payment was made, there is no contention here that SNL has misapplied any payment.   Nevertheless, as discussed, the court has not relied on the amounts set forth in the affidavit of debt in finding probable cause as to the amount of a deficiency judgment.

FN5. Section 1 of the Note, page 2, provides that interest “shall be calculated on the basis of a three hundred sixty (360) day year and paid for the actual number of days elapsed.”.  FN5. Section 1 of the Note, page 2, provides that interest “shall be calculated on the basis of a three hundred sixty (360) day year and paid for the actual number of days elapsed.”

FN6. Totals are rounded to nearest dollar, with the exception of daily interest amounts..  FN6. Totals are rounded to nearest dollar, with the exception of daily interest amounts.

FN7. The court takes judicial notice of the history of the Prime Rate set forth at WSJprimerate.US/prime-rate-chart.htm. Conn.Code of Evidence § 2-2(b) provides that “[t]he court may take judicial notice without a request of a party to do so.   Parties are entitled to receive notice and have an opportunity to be heard for matters susceptible of explanation or contradiction, but not for matters of established fact, the accuracy of which cannot be questioned.”.  FN7. The court takes judicial notice of the history of the Prime Rate set forth at WSJprimerate.US/prime-rate-chart.htm. Conn.Code of Evidence § 2-2(b) provides that “[t]he court may take judicial notice without a request of a party to do so.   Parties are entitled to receive notice and have an opportunity to be heard for matters susceptible of explanation or contradiction, but not for matters of established fact, the accuracy of which cannot be questioned.”

FN8. SNL attempted to serve Maureen Julian with a subpoena to require her attendance at the hearing, but was unsuccessful in doing so.   See Practice Book § 13-31(a)(4)(D) (deposition may be admitted where party offering deposition has been unable to procure deponent's attendance by subpoena)..  FN8. SNL attempted to serve Maureen Julian with a subpoena to require her attendance at the hearing, but was unsuccessful in doing so.   See Practice Book § 13-31(a)(4)(D) (deposition may be admitted where party offering deposition has been unable to procure deponent's attendance by subpoena).

Shapiro, Robert B., J.