13-797-cv, 13-2247-cv Goldman, Sachs & Co v. Golden Empire Sch. Fin. Auth., Citigroup Global Mkts. Inc. v. N.C. E. Mun. Power…

13‐797‐cv, 13‐2247‐cv
Goldman, Sachs & Co. v. Golden Empire Sch. Fin. Auth., Citigroup Global Mkts. Inc. v. N.C. E.
Mun. Power Agency
1
In the 2
United States Court of Appeals 3
For the Second Circuit 4
________ 5
6
A UGUST TERM , 2013 7
8
A RGUED: A PRIL 4, 2014 9
D ECIDED: A UGUST 21, 2014 10
11
Nos. 13‐797‐cv, 13‐2247‐cv 12
________ 13
14
G OLDMAN, S ACHS & C O ., 15
Plaintiff‐Appellee, 16
17
v. 18
19
G OLDEN EMPIRE S CHOOLS F INANCING A UTHORITY , K ERN HIGH 20
S CHOOL DISTRICT, 21
Defendants‐Appellants. 22
________ 23
24
C ITIGROUP G LOBAL MARKETS INC., 25
Plaintiff‐Appellee, 26
27
v. 28
29
NORTH C AROLINA E ASTERN MUNICIPAL POWER AGENCY, 30
Defendant‐Appellant. 31
________ 32
33
Before: K ATZMANN, Chief Judge, WALKER and D RONEY , Circuit Judges. 34

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2 Nos. 13‐797‐cv, 13‐2247‐cv
________ 1
2
Because these appeals raise the same legal issue, we dispose of 3
them in a single opinion. In each case, the district court granted a 4
financial services firm’s motion to enjoin a Financial Industry 5
Regulatory Authority (“FINRA”) arbitration brought against the 6
firm by a public financing authority. Goldman, Sachs & Co. v. Golden 7
Empire Sch. Fin. Auth., 922 F. Supp. 2d 435 (S.D.N.Y. 2013); Citigroup 8
Global Mkts. Inc. v. N.C. E. Mun. Power Agency, No. 13 CV 1703 9
(S.D.N.Y. May 10, 2013), ECF No. 29. We agree that in each case, the 10
FINRA arbitration rules have been superseded by forum selection 11
clauses requiring “all actions and proceedings” related to the 12
transactions between the parties to be brought in court. We thus 13
AFFIRM in both appeals. 14
________ 15
16
MATTHEW A. S CHWARTZ (David H. Braff, Andrew 17
H. Reynard, on the brief), Sullivan & Cromwell 18
LLP, New York, NY, for Plaintiff‐Appellee Goldman, 19
Sachs & Co. 20
A UDRA J. S OLOWAY (Brad S. Karp, Andrew J. 21
Ehrlich, on the brief), Paul, Weiss, Rifkind, 22
Wharton & Garrison LLP, New York, NY, for 23
Plaintiff‐Appellee Citigroup Global Markets Inc. 24
JAMES R. SWANSON (Alysson L. Mills, on the briefs), 25
Fishman Haygood Phelps Walmsley Willis & 26
Swanson, LLP, New Orleans, LA, for Defendants‐ 27
Appellants Golden Empire Schools Financing 28

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3 Nos. 13‐797‐cv, 13‐2247‐cv
Authority, Kern High School District, and North 1
Carolina Eastern Municipal Power Agency. 2
________ 3
4
JOHN M. WALKER , JR ., Circuit Judge: 5
Because these appeals raise the same legal issue, we dispose of 6
them in a single opinion. In each case, the district court granted a 7
financial services firm’s motion to enjoin a Financial Industry 8
Regulatory Authority (“FINRA”) arbitration brought against the 9
firm by a public financing authority. Goldman, Sachs & Co. v. Golden 10
Empire Sch. Fin. Auth., 922 F. Supp. 2d 435 (S.D.N.Y. 2013); Citigroup 11
Global Mkts. Inc. v. N.C. E. Mun. Power Agency, No. 13 CV 1703 12
(S.D.N.Y. May 10, 2013), ECF No. 29. We agree that in each case, the 13
FINRA arbitration rules have been superseded by forum selection 14
clauses requiring “all actions and proceedings” related to the 15
transactions between the parties to be brought in court. We thus 16
AFFIRM in both appeals. 17
BACKGROUND 18
I. Goldman v. Golden Empire 19
Defendants‐appellants Golden Empire Schools Financing 20
Authority and Kern High School District (collectively, “Golden 21
Empire”) issued approximately $125 million of auction rate 22

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4 Nos. 13‐797‐cv, 13‐2247‐cv
securities (“ARS”)1 in 2004, 2006, and 2007, for which Golden Empire 1
retained plaintiff‐appellee Goldman, Sachs & Co. (“Goldman”) as an 2
underwriter and broker‐dealer. For each ARS issuance, the parties 3
executed both an underwriter agreement, which was silent as to 4
dispute resolution, and a broker‐dealer agreement. The 2004 and 5
2006 broker‐dealer agreements included the following forum 6
selection clause: 7
The parties agree that all actions and proceedings arising out 8
of this Broker‐Dealer Agreement or any of the transactions 9
contemplated hereby shall be brought in the United States 10
District Court in the County of New York and that, in 11
connection with any such action or proceeding, submit to the 12
jurisdiction of, and venue in, such court. 13
The forum selection clause in the 2007 agreement was the same in all 14
material respects. Each broker‐dealer agreement also contained a 15
merger clause stating that it and any other agreements executed in 16
connection with that ARS issuance “contain the entire agreement 17
between the parties relating to the subject matter hereof.” 18
In February 2012, Golden Empire commenced a FINRA 19
arbitration, alleging that Goldman fraudulently induced it to issue 20
the ARS. In June 2012, Goldman brought this action, seeking 21
declaratory and injunctive relief against arbitration. On February 8, 22
2013, after briefing and argument, the district court (Sullivan, J.) 23
1 “ARS are debt or equity interests issued by various public and private
entities and traded through periodic auctions.” Wilson v. Merrill Lynch &
Co., 671 F.3d 120, 123 (2d Cir. 2011).

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5 Nos. 13‐797‐cv, 13‐2247‐cv
granted Goldman’s motion for a preliminary injunction. Goldman v. 1
Golden Empire, 922 F. Supp. 2d at 445. The district court concluded 2
that the forum selection clause in the broker‐dealer agreements 3
overrode the FINRA rule governing arbitration, and that Goldman 4
was thus likely to succeed on the merits. Id. at 439‐44. Golden 5
Empire timely appealed from this interlocutory order. 6
II. Citigroup v. NCEMPA 7
The procedural history of the second appeal closely parallels 8
the first. Defendant‐appellant North Carolina Eastern Municipal 9
Power Agency (“NCEMPA”) retained plaintiff‐appellee Citigroup 10
Global Markets Inc. (“Citigroup”) to underwrite approximately $223 11
million of ARS issued in 2004. The parties’ broker‐dealer agreement 12
contained a forum selection clause and a merger clause identical to 13
those in Goldman v. Golden Empire, and the parties’ underwriting 14
agreement was similarly silent on dispute resolution. 15
In December 2012, NCEMPA began a FINRA arbitration in 16
North Carolina, asserting claims against Citigroup in connection 17
with the ARS. In March 2013, Citigroup brought this action seeking 18
declaratory relief and an injunction against arbitration. In May 2013, 19
the district court (Furman, J.) granted Citigroup’s motion for a 20
preliminary injunction from the bench, noting that the issue was 21
identical to the one raised in Goldman v. Golden Empire. Transcript of 22
Oral Argument at 55‐68, Citigroup v. NCEMPA, No. 13 CV 1703 23
(S.D.N.Y. May 3, 2013), ECF No. 30. With the parties’ consent, the 24

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6 Nos. 13‐797‐cv, 13‐2247‐cv
preliminary injunction was made permanent and final judgment 1
was entered on May 10, 2013. Citigroup v. NCEMPA, No. 13 CV 1703 2
(S.D.N.Y. May 10, 2013), ECF No. 29. NCEMPA timely appealed, 3
and we heard argument in both appeals on April 4, 2014. 4
DISCUSSION 5
I. Jurisdiction and Remedial Authority 6
In light of our “obligation to satisfy ourselves that we have 7
jurisdiction,” Palmieri v. Allstate Ins. Co., 445 F.3d 179, 184 (2d Cir. 8
2006), we first note that this case involves arbitrability under the 9
Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1‐16, which requires an 10
independent basis for subject‐matter jurisdiction. See Vaden v. 11
Discover Bank, 556 U.S. 49, 59 (2009). In a suit to compel arbitration, 12
we evaluate jurisdiction “by ‘looking through’ . . . to the parties’ 13
underlying substantive controversy.” Id. at 62. We discern no reason 14
not to apply the logic of Vaden equally to actions to enjoin 15
arbitration, so we conclude that subject‐matter jurisdiction exists 16
both under 28 U.S.C. § 1331, because the arbitrations involve claims 17
under the Securities Exchange Act of 1934, and under 28 U.S.C. 18
§ 1332, because the parties in each case are diverse and over $75,000 19
is at issue in the underlying arbitrations. Cf. Webb v. Investacorp, Inc., 20
89 F.3d 252, 256 (5th Cir. 1996) (same jurisdictional standards apply 21
in suits to enjoin or compel arbitration); A.F.A. Tours, Inc. v. 22
Whitchurch, 937 F.2d 82, 87 (2d Cir. 1991) (value of claim for 23

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7 Nos. 13‐797‐cv, 13‐2247‐cv
injunction is “impairment to be prevented”). We have appellate 1
jurisdiction in Goldman v. Golden Empire under 9 U.S.C. § 16(a)(2) and 2
28 U.S.C. § 1292(a)(1), and in Citigroup v. NCEMPA under 9 U.S.C. 3
§ 16(a)(3) and 28 U.S.C. § 1291. 4
We also conclude that the District Court for the Southern 5
District of New York had authority to enjoin arbitration in both 6
appeals. Federal courts generally have remedial power to stay 7
arbitration. See In re Am. Exp. Fin. Advisors Sec. Litig., 672 F.3d 113, 8
139‐41 (2d Cir. 2011). NCEMPA argues, however, that the district 9
court below lacked authority to enjoin its arbitration in North 10
Carolina because the FAA states that compelled arbitration “shall be 11
within the district in which the petition for an order directing such 12
arbitration is filed,” 9 U.S.C. § 4, which some district courts have 13
construed to restrict their power to enjoin arbitrations outside that 14
district, see, e.g., UAL Corp. v. Mesa Airlines, Inc., 88 F. Supp. 2d 910, 15
912‐14 (N.D. Ill. 2000). However, the FAA does not restrict the venue 16
for an action to enjoin arbitration, and it is well established that a 17
“court of equity having personal jurisdiction over a party has power 18
to enjoin him from committing acts elsewhere.” Bano v. Union 19
Carbide Corp., 361 F.3d 696, 716 (2d Cir. 2004) (quoting Vanity Fair 20
Mills, Inc. v. T. Eaton Co., 234 F.2d 633, 647 (2d Cir. 1956)). Moreover, 21
we routinely enjoin out‐of‐state arbitrations. See, e.g., In re Am. Exp., 22
672 F.3d at 124 n. 10, 139‐43 (expressly enjoining arbitration in 23
Illinois); see also Wachovia Bank, N.A. v. VCG Special Opportunities 24

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8 Nos. 13‐797‐cv, 13‐2247‐cv
Master Fund, Ltd., 661 F.3d 164, 174 (2d Cir. 2011) (enjoining FINRA 1
arbitration which was pending in Florida); Citigroup Global Mkts., 2
Inc. v. VCG Special Opportunities Master Fund Ltd., 598 F.3d 30, 40 (2d 3
Cir. 2010) (same). Furthermore, the Ninth Circuit has expressly held 4
that a district court may enjoin an arbitration pending outside its 5
own district. See Textile Unlimited, Inc. v. A..BMH & Co., 240 F.3d 781, 6
784‐86 (9th Cir. 2001). We thus proceed to the merits. 7
II. Arbitrability 8
When reviewing an order granting either a preliminary or a 9
permanent injunction, we review the district court’s legal holdings 10
de novo and its ultimate decision for abuse of discretion. See UBS 11
Fin. Servs., Inc. v. W. Va. Univ. Hosps., Inc., 660 F.3d 643, 648 (2d Cir. 12
2011); ACORN v. United States, 618 F.3d 125, 133 (2d Cir. 2010). The 13
issue on appeal is the arbitrability of these disputes under the FAA 14
in light of the all‐inclusive forum selection clause signed by the 15
parties, which is a legal question reviewed de novo. See Gold v. 16
Deutsche Aktiengesellschaft, 365 F.3d 144, 147 (2d Cir. 2004). 17
Golden Empire and NCEMPA argue that their disputes are 18
subject to mandatory arbitration before FINRA, a self‐regulatory 19
organization with authority to oversee securities firms. See UBS Fin. 20
Servs., 660 F.3d at 648. As FINRA members, Goldman and Citigroup 21
are bound by its rules. See id. at 649. FINRA Rule 12200 states that 22
members “must arbitrate a dispute” if arbitration is “[r]equested by 23
the customer” and “[t]he dispute arises in connection with the 24

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9 Nos. 13‐797‐cv, 13‐2247‐cv
business activities of the member.” FINRA Rule 12200, available at 1
http://finra.complinet.com/en/display/display_main.html?rbid 2
=2403&element_id=4106 (last visited Aug. 20, 2014). 3
Goldman and Citigroup do not dispute that FINRA Rule 4
12200 is a written agreement to arbitrate with customers such as 5
Golden Empire and NCEMPA that is “enforceable, save upon such 6
grounds as exist at law or in equity for the revocation of any 7
contract.” 9 U.S.C. § 2; see UBS Fin. Servs., 660 F.3d at 648‐49. Here 8
we must decide whether the forum selection clause executed by the 9
parties in each case, requiring “all actions and proceedings” to be 10
brought in the Southern District of New York, supersedes this 11
agreement. 12
“[W]hether [similar] forum selection clauses superseded 13
[financial services firms’] obligation to arbitrate under FINRA Rule 14
12200 . . . has been the subject of litigation in multiple circuits, with 15
decidedly mixed results.” Goldman, Sachs & Co. v. City of Reno, 747 16
F.3d 733, 736 (9th Cir. 2014). The Ninth Circuit has held that such a 17
forum selection clause supersedes Rule 12200, referencing district 18
court decisions in this Circuit. Id. at 743‐47 (citing Goldman, Sachs & 19
Co. v. N.C. Mun. Power Agency No. One, No. 13 CIV. 1319, 2013 WL 20
6409348 (S.D.N.Y. Dec. 9, 2013); Goldman v. Golden Empire, 922 F. 21
Supp. 2d 435); see also Citigroup Global Mkts. Inc. v. All Children’s 22
Hosp., Inc., No. 13 CIV. 8558, 2014 WL 1133401 (S.D.N.Y. Mar. 20, 23
2014). However, the Fourth Circuit has held that a nearly identical 24

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10 Nos. 13‐797‐cv, 13‐2247‐cv
forum selection clause does not supersede Rule 12200. See UBS Fin. 1
Servs., Inc. v. Carilion Clinic, 706 F.3d 319 (4th Cir. 2013); see also UBS 2
Sec. LLC v. Allina Health Sys., No. 12–2090, 2013 WL 500373 (D. Minn. 3
Feb. 11, 2013) (following Carilion Clinic). 4
As explained below, based on this Circuit’s precedent, we 5
hold that a forum selection clause requiring “all actions and 6
proceedings” to be brought in federal court supersedes an earlier 7
agreement to arbitrate. 2 8
The FAA embodies a “federal policy favoring arbitration.” 9
Granite Rock Co. v. Int’l Bhd. of Teamsters, 561 U.S. 287, 302 (2010). 10
Courts thus apply a “presumption of arbitrability,” but only if an 11
“enforceable arbitration agreement is ambiguous about whether it 12
covers the dispute at hand.” Id. at 301. “In other words, while doubts 13
concerning the scope of an arbitration clause should be resolved in 14
favor of arbitration, the presumption does not apply to disputes 15
concerning whether an agreement to arbitrate has been made.” 16
Applied Energetics, Inc. v. NewOak Capital Mkts., LLC, 645 F.3d 522, 17
526 (2d Cir. 2011). Because the question presented here concerns 18
whether an arbitration agreement remains in force in light of a later‐ 19
2 Of course, there must be an independent basis for federal jurisdiction,
as “consent of a party is . . . wholly insufficient to create subject‐matter
jurisdiction.” Seminole Tribe of Fla. v. Florida, 517 U.S. 44, 127‐28 (1996). We
need not determine now how the forum selection clause should be
interpreted if federal subject‐matter jurisdiction is absent.

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11 Nos. 13‐797‐cv, 13‐2247‐cv
executed agreement, the presumption does not apply.3 In this 1
Circuit, an agreement to arbitrate is superseded by a later‐executed 2
agreement containing a forum selection clause if the clause 3
“specifically precludes” arbitration, Bank Julius Baer & Co. v. Waxfield 4
Ltd., 424 F.3d 278, 284 (2d Cir. 2005) (quoting Pers. Sec. & Safety Sys. 5
v. Motorola, 297 F.3d 388, 396 n. 11 (5th Cir. 2002)), but there is no 6
requirement that the forum selection clause mention arbitration, see 7
Applied Energetics, 645 F.3d at 525. 8
In Bank Julius, we held that an arbitration agreement was not 9
superseded by an agreement providing that a bank’s customer 10
“submits to the jurisdiction of any New York State or Federal court” 11
and “agrees that any Action may be heard” in such court. 424 F.3d at 12
282 (emphasis in original). The subsequent agreement also was “not 13
exclusive of any rights or remedies provided under any other 14
agreement.” Id. We held that this agreement should be read “as 15
complementary to [the] agreement to arbitrate,” such that “[the 16
parties] are [still] required to arbitrate their disputes, but that to the 17
extent the Bank files a suit in court in New York [such as] to enforce 18
an arbitral award . . . [the customer] will not challenge either 19
jurisdiction or venue.” Id. at 285. 20
3 To the extent our decision in Bank Julius Baer & Co. v. Waxfield Ltd.,
424 F.3d 278 (2d Cir. 2005), suggested otherwise, it is no longer good law
in the wake of the Supreme Court’s subsequent decision in Granite Rock.
See Applied Energetics, Inc., 645 F.3d at 526.

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12 Nos. 13‐797‐cv, 13‐2247‐cv
In contrast, in Applied Energetics, we held that an arbitration 1
agreement was superseded by an agreement stating that “[a]ny 2
dispute arising out of this Agreement shall be adjudicated in” New 3
York courts, and that the agreement and related documents (not 4
including the earlier arbitration agreement) “constitute the entire 5
understanding and agreement” of the parties with respect to the 6
securities at issue. 645 F.3d at 523‐24. Unlike in Bank Julius, the 7
subsequent agreement “‘specifically preclude[d] arbitration,” even 8
though it did not mention arbitration, because the forum‐selection 9
clause was “all‐inclusive” and “mandatory.” Id. at 525. 10
The forum selection clause at issue in the present appeals is 11
indistinguishable from that in Applied Energetics because it states that 12
“all actions and proceedings . . . shall be brought” in the Southern 13
District of New York. Unlike the clause in Bank Julius, which simply 14
waived objection to jurisdiction in New York, the clause here is all‐ 15
inclusive and mandatory. And as in Applied Energetics, the later‐ 16
executed agreements have a merger clause stating that they “contain 17
the entire agreement between the parties relating to the subject 18
matter hereof.” These provisions require that disputes arising out of 19
the broker‐dealer agreements be adjudicated in the Southern District 20
of New York, and they thus supersede the background FINRA 21
arbitration rule. See also Goldman v. City of Reno, 747 F.3d at 744 22
(“[T]he forum selection clauses need only be sufficiently specific to 23
impute to the contracting parties the reasonable expectation that 24

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13 Nos. 13‐797‐cv, 13‐2247‐cv
they would litigate any disputes in federal court, thereby 1
superseding . . . [the] default obligation to arbitrate under FINRA 2
Rule 12200.” (citing Applied Energetics, 645 F.3d at 525‐26)). 3
Golden Empire and NCEMPA offer two principal arguments 4
to the contrary. First, they argue that the broker‐dealer agreements 5
do not cover their entire relationships with Goldman and Citigroup, 6
respectively, because the financial services firms had already 7
provided numerous services related to the ARS issuances (including 8
services at issue in the FINRA arbitrations) by the time the broker‐ 9
dealer agreements were signed. But the broadly worded forum 10
selection clause encompasses “all actions and proceedings arising 11
out of . . . any of the transactions contemplated” by the broker‐dealer 12
agreements, which plainly include Golden Empire’s and NCEMPA’s 13
ARS issuances. Each of the four broker‐dealer agreements at issue 14
(the three signed by Golden Empire and Goldman in 2004, 2006, and 15
2007, and the one signed by NCEMPA and Citigroup in 2004) begins 16
with the statement: “WHEREAS, the [public financing authority] is 17
issuing [a certain dollar amount] of . . . []ARS Bonds . . . .” 18
Second, Golden Empire and NCEMPA argue that the phrase 19
“all actions and proceedings” does not include arbitrations, so that 20
the forum selection clause here is narrower than that at issue in 21
Applied Energetics, which referred to “[a]ny dispute.” They note that 22
New York law governs the broker‐dealer agreements and point to 23
two lower New York court decisions stating that “[a]n arbitration is 24

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14 Nos. 13‐797‐cv, 13‐2247‐cv
not considered an action or a proceeding” under the N.Y. C.P.L.R.’s 1
forms of procedure. Int’l Union of Operating Eng’rs, Local No. 463 v. 2
City of Niagara Falls, 743 N.Y.S.2d 236, 238 (Sup. Ct. 2002); J. Brooks 3
Sec., Inc. v. Vanderbilt Sec., Inc., 484 N.Y.S.2d 472, 474 (Sup. Ct. 1985). 4
However, the broker‐dealer agreement does not suggest that it 5
is limited to civil actions contemplated by the C.P.L.R., and we must 6
interpret “all actions and proceedings” based on its plain meaning 7
“as generally understood.” Random House, Inc. v. Rosetta Books LLC, 8
283 F.3d 490, 492 (2d Cir. 2002). Arbitrations are regularly described 9
as “proceedings” by the United States Supreme Court, our Circuit, 10
New York state courts, the C.P.L.R., and the FINRA rules. See, e.g., 11
Mitsubishi Motors Corp. v. Soler Chrysler‐Plymouth, Inc., 473 U.S. 614, 12
634 (1985) (“arbitral body conducting a proceeding”); Citigroup v. 13
VCG, 598 F.3d at 32 (“arbitration proceedings”); City of N.Y. v. 14
Uniformed Fire Officers Ass’n, Local 854, IAFF, AFL–CIO, 699 N.Y.S.2d 15
355, 357 (App. Div. 1999) (referring to arbitration as “the 16
proceeding”) (quoting Wertlieb v. Greystone P’ships Grp., 569 N.Y.S.2d 17
61, 62 (App. Div. 1991)); N.Y. C.P.L.R. § 7505 (“arbitration 18
proceeding”); FINRA Rule 12405 (referring to Rule 12200 arbitration 19
as “the proceeding”), available at 20
http://finra.complinet.com/en/display/display.html?rbid=2403&elem 21
ent_id=4146 (last visited Aug. 20, 2014). Even Golden Empire’s and 22
NCEMPA’s own statements of claim before FINRA used the terms 23
“action” and “proceeding” to describe the arbitrations they were 24

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15 Nos. 13‐797‐cv, 13‐2247‐cv
commencing. It seems plain that the general understanding of 1
“actions and proceedings” encompasses arbitrations. 2
We thus disagree with the contrary conclusion reached by the 3
Fourth Circuit in Carilion Clinic. The Fourth Circuit reasoned that if 4
“all actions and proceedings” includes arbitration proceedings, then 5
“the paragraph becomes nonsensical” because it would require an 6
arbitration proceeding to be “brought” in federal court. 706 F.3d at 7
329. But as district court judges in this Circuit have noted, “this is 8
‘little more than a linguistic trick.’” Citigroup v. All Children’s, 2014 9
WL 1133401, at *3 (quoting Golden Empire, 922 F. Supp. 2d at 442). 10
State court proceedings also cannot be “brought” in federal court, 11
but it is undisputed that they are encompassed within “all actions 12
and proceedings.” The Fourth Circuit also “expect[ed] that a clause 13
designed to supersede, displace, or waive arbitration would mention 14
arbitration,” Carilion Clinic, 706 F.3d at 329, but that is not the law of 15
this Circuit, see Applied Energetics, 645 F.3d at 525‐26. Under our 16
precedent, the forum selection clause at issue in these cases is plainly 17
sufficient to supersede FINRA Rule 12200. 18
CONCLUSION 19
For the reasons stated above, we AFFIRM the judgment of the 20
district court in both appeals. 21

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