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Opinion of April 26, 2007 Withdrawn; = Reversed and=20 Remanded and = Substitute=20 Memorandum Opinion filed July 24, 2007.

 

In The

 

Fourteenth=20 Court of Appeals

____________

 

NO. 14-05-01215-CV

____________

 

LARRY A.=20 BUHMAN, = Appellant

 

V.

 

JAMES LEIGH=20 MCGAUGHY, = Appellee

 

 

On Appeal from the = 127th District Court

Harris County, = Texas

Trial Court Cause = No. 03-37143

 

 

S U B S T=20 I T U T E    M E M O R A N D U M    = O P I N=20 I O N

We=20 overrule appellee=3Ds motion=20 for rehearing, withdraw our opinion of April 26, 2007, and issue = the=20 following substitute memorandum opinion.

James=20 Leigh McGaughy, appellee, sued Larry A. Buhman, appellant, to = recover what=20 he believed to be his share of a partnership allegedly formed by = an oral=20 contract.  The jury found for McGaughy and awarded damages = and=20 attorneys=3D = fees.  Buhman appeals, arguing that the trial court (1) = improperly=20 instructed the jury to assume that a partnership had been formed = unless=20 Buhman proved otherwise, (2) improperly placed the burden of proof = on=20 Buhman without requiring McGaughy to prove up the oral contract, = (3) erred=20 in denying Buhman=3Ds motion=20 for directed verdict, and (4) erred in awarding McGaughy=20 attorneys=3D = fees=20 because his claims were submitted as conversion claims rather than = as a=20 contract claim.  We agree that the trial court=3Ds=20 instructions and the jury charge improperly shifted the burden of=20 proof.  Accordingly, we reverse and remand for a new trial = without=20 reaching Buhman=3Ds=20 remaining issues.

I.  Factual and Procedural=20 History

In 1995,=20 Larry Buhman was working as a full-time dentist when he and  = a=20 friend, John Goullet, formed a partnership and opened an upscale = cigar=20 shop called AThe Smoke=20 Ring.@ =20 Buhman contributed all the capital to start the business in return = for a=20 sixty-percent partnership share.  In exchange for his = forty-percent=20 share, Goullet contributed his industry knowledge, contacts, and=20 management experience.  Their partnership agreement was = memorialized=20 in a written contract, and the two men co-signed for partnership=20 obligations and shared profits proportional to their partnership=20 interest.  Because Goullet was responsible for the day-to-day = management of the shop, he was guaranteed monthly compensation of=20 $2,000.  Buhman was solely responsible for the bookkeeping = and=20 finances of the shop.

In 1997,=20 Buhman became dissatisfied with Goullet=3Ds=20 performance and decided to terminate the relationship.  = Because=20 Buhman was still working full time as a dentist, he needed someone = to=20 quickly assume the management responsibilities for the shop.  = He made=20 partnership offers to three people: Matthew Lichter, McGaughy, and = another=20 man identified at trial only as APeter.@ =20 Both Lichter and McGaughy testified regarding the partnership = offers they=20 received.

According=20 to Lichter, Buhman offered to allow him to purchase a forty = percent=20 partnership interest in the business for $15,000.  Under the = terms of=20 this offer, Lichter would have been required to assume = Goullet=3Ds=20 responsibilities for the day-to-day management of the shop; = however,=20 Lichter declined the offer.

McGaughy,=20 who had been working part-time at The Smoke Ring, accepted=20 Buhman=3Ds oral=20 partnership offer, but their agreement was not reduced to writing = and its=20 terms are hotly disputed.  The parties agree only that = McGaughy was=20 to manage the store, and was promised a forty percent share of the = profits=20 with a guaranteed minimum of $2,000 per month.[1] =20 McGaughy began managing The Smoke Ring on October 15, 1997.[2] =20

For=20 several years, McGaughy and Buhman used business cards that = identified=20 each as AOwner@ = of The=20 Smoke Ring.  Buhman paid for the cards.  McGaughy = identified=20 himself as an owner or a partner in the business to his friends = and=20 family, and did so in Buhman=3Ds presence=20 without correction.  The Smoke Ring was also repeatedly = reorganized=20 into various business structures for tax advantages as directed by = Buhman.  At one time, the business was organized as a = partnership,=20 and Buhman identified McGaughy to the Internal Revenue Service as = the=20 owner of a one-percent partnership interest; however, Buhman = claimed one=20 hundred percent of the deductions arising from the business on his = personal tax return.

In 2003,=20 Buhman became dissatisfied with McGaughy and told him that his=20 Aemployment@ = was=20 terminated.  McGaughy filed suit, alleging breach of = fiduciary duty=20 and breach of the partnership agreement.  Buhman answered = that there=20 was no enforceable partnership agreement because the agreement = described=20 by McGaughy lacked consideration and was not reasonably definite = and=20 certain.  Buhman further alleged that McGaughy Awas=20 offered the opportunity to become a partner provided he made a = $10,000=20 investment@ = and that=20 investment of this sum, which Buhman characterized in his = pleadings as a=20 condition precedent, had not been accomplished as required.  = Buhman=20 also alleged that McGaughy breached the agreement by, inter = alia,=20 removing merchandise from the store and using it to pay his = personal=20 debts.

At trial,=20 Buhman=3Ds=20 testimony varied somewhat from his pleadings.  He testified = that he=20 offered McGaughy a forty-percent partnership interest if McGaughy = paid=20 Buhman $10,000 within three years of assuming his management = role. =20 According to Buhman, the money had to be paid to him directly, = rather than=20 indirectly invested in the business.  He further testified = that he=20 never considered McGaughy a partner, and that the profit sharing=20 arrangement was simply a compensation scheme similar to other = bonus and=20 compensation structures in the industry.  Buhman emphasized = that,=20 unlike Goullet, McGaughy never co-signed partnership = obligations.  He=20 further testified that he allowed McGaughy to refer to himself as = a=20 partner and as an owner of The Smoke Ring because Buhman expected = McGaughy=20 to make the required payment within three years and because, as=20 McGaughy=3Ds friend,=20 Buhman did not want to embarrass him; however, Buhman also = presented=20 testimony of other witnesses that McGaughy denied possessing an = ownership=20 interest.  Both parties agreed that after managing the = business for=20 approximately three years, McGaughy purchased a lawn-sprinkler=20 business.  According to Buhman, he understood at that time = that=20 McGaughy would not pursue Buhman=3Ds=20 partnership offer.

Although=20 the parties vigorously contested the issue of whether the = partnership=20 agreement was supported by consideration, the trial court did not = submit a=20 question on this issue.  Both parties objected to the charge = and=20 proposed similar instructions asking the jury to determine, in the = first=20 instance, whether a partnership was formed.  Under the = proposed=20 instructions, the jury would have been asked to evaluate the = elements of=20 formation for an oral contract, including consideration.  The = trial=20 court refused both proposed instructions.  Buhman also = objected to=20 the court=3Ds=20 instruction that stated: AYou are=20 instructed that Mr. McGaughy was a 40-percent partner in The Smoke = Shop=20 [sic], unless there was a term of the agreement for him to pay = $10,000=20 before becoming a partner.@[3]  The=20 only relevant statement from the trial court concerning = consideration is=20 the statement, made outside the jury=3Ds=20 presence, ABut the=20 Court finds legally sufficient consideration, undisputed, that = [McGaughy]=20 managed The Smoke Ring for a number of years, more than three=20 years.@ =20

In=20 Question One of the charge as submitted, the jury was asked the=20 following:

Do you find that = the parties=20 agreed that:

A.     =20 Leigh McGaughy was required to make a $10,000 cash payment to = Larry Buhman=20 within three years before Mr. McGaughy would have a 40% = partnership=20 interest in The Smoke Ring.

or

B.     =20 Leigh McGaughy was NOT required to make a $10,000 cash payment to = Larry=20 Buhman within three years before Mr. McGaughy would have a 40% = partnership=20 interest in The Smoke Ring.

Choose A=20 or B.

The jury=20 answered, AB.@ =20 Having selected this answer, the jury was next directed to = Question Four=20 as follows: AFind the=20 fair value of Mr. McGaughy=3Ds 40%=20 interest in The Smoke Ring at the time he was locked out of the=20 business.@  The=20 jury answered, A$126,000.@  The=20 jury was then directed to Question Seven, pertaining to the amount = of=20 McGaughy=3Ds=20 reasonable attorneys=3D = fees.  

On appeal,=20 Buhman asserts inter alia that the trial court improperly = placed=20 the burden of proof upon him, and did not require McGaughy to = prove the=20 existence of an oral contract supported by the agreed = consideration.=20

II. =20 Standard of Review

We review=20 alleged charge error for an abuse of discretion.  Tex. = Dept. of=20 Human Servs. v. E.B., 802 S.W.2d 647, 649 (Tex. 1990).  = To=20 determine if an error is reversible, we must consider the = pleadings of the=20 parties, the evidence presented at trial, and the charge in its=20 entirety.  See Island Recreational Dev. Corp. v. Republic = of Tex.=20 Sav. Ass=3Dn, 710=20 S.W.2d 551, 555 (Tex. 1986).  We will reverse only if the = error,=20 viewed in light of the totality of the circumstances, amounted to = such a=20 denial of the rights of the complaining party as was reasonably = calculated=20 and probably did cause the rendition of an improper = judgment.  See=20 id.; Tex. R. App. P. = 44.1(a)(1).  Omission of a key issue can be fatal, = requiring=20 the case to be reversed or remanded.  See Sw. Bell Tel. = Co. v.=20 John Carlo Tex., Inc., 843 S.W.2d 470, 471B72 (Tex.=20 1992) (reversing and remanding because the trial court failed to = include=20 instruction requiring jury to make finding central to = claim).

III.  = Analysis

A.     =20 Governing=20 Law=20

In a=20 breach-of-contract action, the plaintiff must prove: (1) the = existence of=20 a valid contract, (2) performance or tendered performance by the=20 plaintiff, (3) breach of the contract by the defendant, and (4) = damages=20 sustained by the plaintiff as a result of the breach.  = Valero=20 Mktg. & Supply Co. v. Kalama Int=3Dl,=20 L.L.C., 51=20 S.W.3d 345, 351 (Tex. App.CHouston=20 [1st Dist.] 2001, no pet.).  To be binding, the contract must = contain=20 all essential terms and be sufficiently certain to define the = legal=20 obligations of the parties.  Stinger v. Stewart & = Stevenson=20 Servs., Inc., 830 S.W.2d 715, 720 (Tex. App.CHouston=20 [14th Dist.] 1992, writ denied).  In addition, the contract = must be=20 supported by consideration.  Alex Sheshunoff Mgmt. Servs., = L.P. v.=20 Johnson, 209 S.W.3d 644, 659 (Tex. 2006) (Jefferson, C.J.,=20 concurring).[4] =20 Consideration Amay be=20 either a performance or a return promise bargained for in a = present=20 exchange.@ =20 Id. (citing Roark v. Stallworth Oil & Gas, Inc., = 813=20 S.W.2d 492, 496 (Tex. 1991).  Moreover, it is an Aelemental=20 principle of contract law that >nothing is=20 a consideration that is not regarded as such by both = parties.=3D@ =20 Connell v. Provident Life & Accident Ins. Co., 148 Tex. = 311,=20 314, 224 S.W.2d 194, 196 (1949).

It is=20 essential that the parties agree on the consideration supporting = the=20 contract.  See TCA Bldg. Co. v. Entech, Inc., 86 = S.W.3d 667,=20 672 (Tex. App.CAustin,=20 2002, no pet.) (citing Restatement=20 (Second) of Contracts: Requirement of Exchange; Types of Exchange=20 ' 71(4) = (1981)).  It=20 is not enough that one party to the agreement offered = consideration that=20 could be considered a fair exchange for the other = party=3Ds promise=20 if the offered consideration is not what the other party agreed to = accept;=20 rather, the consideration must be that for which the parties = bargained and=20 on which they agreed.  See id. (explaining that one=20 party=3Ds=20 proffered consideration was immaterial when the record did not = show that=20 the proffered consideration was promised or accepted in exchange = for the=20 other party=3Ds=20 obligations). 

Although=20 consideration may be implied in a written contract, there is no=20 presumption that an oral contract is supported by consideration.=20  Okemah Constr., Inc. v. Barkley-Farmer, Inc., 583 = S.W.2d 458,=20 460 (Tex. Civ. App.CHouston=20 [1st Dist.] 1979, no writ).  Consequently, it is the=20 plaintiff=3Ds burden=20 to plead and prove the element of consideration in a suit on an = oral=20 contract.  Id.

B.     =20 Application to the Jury Charge      =20

Because=20 this is a suit on an oral contract, the burden was on McGaughy, as = plaintiff, to plead and prove the existence of the alleged = partnership=20 agreement.  That proof was required to include the element of = consideration, an issue which was hotly disputed at trial.  = On=20 appeal, McGaughy argues that ABuhman=20 knew the following consideration was afforded in exchange for his=20 partnership offer: quitting school; coming into the business to = manage;=20 managing day-to-day operations; upgrading inventory; [and] = providing=20 labor.@[5] =20 Buhman contends that, at the time McGaughy was terminated or = locked out,=20 AMr.=20 McGaughy was a contract laborer who was getting paid 40 percent of = profits.@ =20 Moreover, Buhman testified that, as the sole owner of the store, = he could=20 choose to treat the store=3Ds income=20 as profit, reinvest in the store, or simply withdraw the money and = treat=20 it as his personal income to spend as he chose.  It is=20 Buhman=3Ds position=20 that he offered to exchange a forty-percent partnership interest = for=20 payment of $10,000 within three years, and that = McGaughy=3Ds work at=20 the store was not part of the consideration of the partnership=20 offer.  In addition, Buhman claimed that, if a valid contract = was=20 formed, McGaughy breached it by stealing from the store or = converting=20 merchandise to his own use.

Although=20 the issue of consideration was central to the dispute, the=20 jury=3Ds ability=20 to determine the terms of the partnership agreement, if any, was = limited=20 by the court=3Ds=20 instructions.  As part of the court=3Ds charge,=20 the jury was instructed, AThe term=20 >preponderance=20 of the evidence=3D = means the=20 greater weight and degree of credible testimony or evidence = introduced=20 before you and admitted in this case.@  The=20 jury was further instructed as follows: AWhenever a=20 question requires other than a >Yes=3D = or=20 >No=3D = answer,=20 your answer must be based on a preponderance of the = evidence.@ =20 However, the jury was also instructed that AMcGaughy=20 was a 40% partner in The Smoke Shop [sic] unless there was a term = of the=20 agreement for him to pay $10,000 before becoming a = partner.@[6] =20

Whether=20 the parties reached an agreement is a question of fact.  = Beal=20 Bank, S.S.B., v. Schleider, 124 S.W.3d 640, 653 n. 8 (Tex.=20 App.CHouston=20 [14th Dist.] 2003, pet. denied).  Moreover, it is a question = of fact=20 on which McGaughy bore the burden of proof.  See Advantage = Physical Therapy, Inc. v. Cruse, 165 S.W.3d 21, 24 (Tex.=20 App.CHouston=20 [14th Dist.] 2005, no pet.) (ATo prove=20 an action for breach of contract, a plaintiff must establish the = existence=20 of an enforceable contract.@). =20 However, this instruction required Buhman to rebut a presumption = that=20 McGaughy was a partner in The Smoke Ring.  Thus, the jury=20 instructions and charge as submitted improperly shifted the burden = of=20 proof to Buhman, the defendant.

C.     =20 Harm Analysis

Our review=20 requires us to assess whether the charge error was harmless.  = McGaughy claims the error was harmless because the jury rejected=20 Buhman=3Ds position=20 concerning the required consideration.  Buhman counters that = McGaughy=20 was the party responsible for carrying the burden of proof and, as = the=20 charge stood, the jury was not asked to find whether McGaughy = proved up=20 the contract as required.  As explained above, Buhman = correctly=20 asserts that a proponent of an oral contract has the burden to = prove each=20 element of the oral contract.  We further agree with Buhman = that the=20 error was such that it was reasonably calculated to cause and = probably did=20 cause the rendition of an improper judgment.

In this=20 case, the key issues in dispute were consideration and whether a=20 partnership was ultimately formed.  The jury was never asked = to find=20 the bargained-for consideration.  As we have explained, it is = not=20 sufficient that the offered consideration was adequate unless it = is also=20 shown that the other party agrees to accept the offered=20 consideration.  The jury was never asked to find the parties = agreed=20 to the consideration that was provided and that allegedly formed a = partnership.  We therefore conclude the trial court = reversibly erred=20 by shifting the burden of proof.

To support=20 his argument that any error was harmless, McGaughy relies on two = cases:=20 Walker v. Eason, 643 S.W.2d 390 (Tex. 1982) (per curiam), = and=20 Turk v. Robles, 810 S.W.2d 755 (Tex. App.CHouston=20 [1st Dist.] 1991, writ denied).  Both cases involve the = improper=20 shift of the burden of proof.  Walker, 643 S.W.2d at = 390;=20 Turk, 810 S.W.2d at 759.  Aside from this = characteristic, the=20 similarity between those cases and this case ends.  In both=20 Walker and Turk, the jury was asked to = answerCand did=20 answerCthe key=20 question at issue.  In both cases, the pivotal issue was = whether=20 testators had the requisite mental capacity to make testamentary=20 instruments.  Walker, 643 S.W.2d at 390; Turk, = 810=20 S.W.2d at 757B60. =20 Although the burden of proof in those cases was reversed, the = juries made=20 definitive findings that the testators lacked testamentary = capacity. =20 Walker, 643 S.W.2d at 390; Turk, 810 S.W.2d at = 758. =20 But the jury in this case made no such definitive finding on the = main=20 issue at trial.

Given the=20 nature of this case as a suit on an oral contract, McGaughy was = required=20 to prove that he and Buhman agreed to the consideration.  The = jury=20 was presented with one theory of consideration, for which it made = a=20 negative finding, but made no positive findings accepting=20 McGaughy=3Ds=20 allegations concerning formation of the partnership.  Cf.=20 Turk, 810 S.W.2d at 759 (explaining that to place the burden = of proof=20 on the proper party, the question must be worded such that an = affirmative=20 answer indicates the party with the burden established the = fact).  We=20 cannot infer that the plaintiff met his burden by a preponderance = of the=20 evidence simply because the jury rejected one of the = defendant=3Ds=20 theories.  Thus, we conclude the error was harmful.  =

Finally,=20 McGaughy contends Buhman waived the buy-in requirement, or = alternatively,=20 time was not of the essence for the payment.  In these = arguments,=20 McGaughy continues to place the burden on Buhman to prove the = identity and=20 failure of the bargained-for consideration.  As we have = explained,=20 this is an improper placement of the burden of proof.=20

Based on=20 our review of the pleadings, the evidence, and the charge, we = conclude the=20 trial court abused its discretion by overruling Buhman=3Ds=20 objections to the charge.  Moreover, the error was reasonably = calculated to cause, and probably did cause, the rendition of an = improper=20 verdict.  Accordingly, we sustain this issue.[7]

IV. =20 Conclusion

Having=20 determined that the trial court committed reversible jury-charge = error, we=20 reverse and remand for a new trial without reaching = Buhman=3Ds=20 remaining issues.

 

 

 

 

/s/     =20 Eva M. Guzman

Justice

 

 

 

 

Judgment=20 Reversed and Remanded and Substitute Memorandum Opinion filed July = 24,=20 2007.

Panel=20 consists of Justices Frost, Seymore, and Guzman.

 


[1]  If forty percent of the monthly = profit was=20 less than $2,000, McGaughy would nevertheless receive $2,000. =  The=20 source of these funds during unprofitable months is unclear.  = We are=20 unable to determine from the record whether this was a = Adraw@ against future profits that was = required to be=20 repaid to the store in more profitable months, whether it was an = treated=20 as an expense in unprofitable months, or whether Buhman was = expected to=20 make up any shortfall in McGaughy=3Ds compensation from his own=20 funds.

[2]  At Buhman=3Ds direction, McGaughy locked Goullet out = of the=20 store.  Goullet subsequently sued and reached a settlement = with=20 Buhman regarding his partnership interest.

[3]  Some of the discussion regarding = the charge=20 occurred off the record.

[4]  Although there are exceptions to = this=20 general rule, see id.at n.3, none apply = here.

[5]  McGaughy=3Ds argument that leaving school formed = part of the=20 consideration for the partnership agreement is not supported by = the=20 record.  Although McGaughy testified that he left school to = manage=20 the cigar store, no evidence was presented at trial that Buhman = asked=20 McGaughy to abandon his studies or that Buhman agreed to accept = such an=20 act as part of the consideration for the partnership = agreement.  The=20 only evidence that McGaughy and Buhman discussed this subject is = the=20 following testimony from McGaughy:

Q:        =20 [H]ow did he lead into the conversation about I=3Dm going to make you this partnership=20 offer?

A:        =20 We were pretty close.  I remember he was like, well, Leigh,=20 I=3Dm going to ask you something = butCor maybe he made the offer first; but he = also=20 cushioned it with, well, I know you are off on this track here, = sales=20 engineer.  We talked about it often.  And I = wouldn=3Dt want to put you in a position to do = anything,=20 you know, wrong for yourself; but I have this situation.  I = feel=20 confident that you could do this.  I can=3Dt do this; and would you at least think = about it,=20 because I have the potential to lose everything with the present=20 situation.  And soC 

[6]  We note that this instruction = also does not=20 accurately reflect Buhman=3Ds contentions at trial because the = instruction=20 omits the requirement that the sum be paid within three=20 years.

[7]  Our analysis is unaffected by the = trial=20 court=3Ds statement, ABut the Court finds legally sufficient=20 consideration, undisputed, that [McGaughy] managed The Smoke Ring = for a=20 number of years, more than three years.@  The central issue in the case is = not the=20 adequacy of the consideration, but the identity of the = consideration.=20

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FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-DECORATION: none } A.SiteMenu { FONT-WEIGHT: bold; TEXT-DECORATION: none } A.SiteMenu:hover { COLOR: blue } .SiteBase { FONT-WEIGHT: bold; FONT-SIZE: 9pt; COLOR: #000099; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-DECORATION: none } A.SiteBase { FONT-WEIGHT: bold; COLOR: maroon; FONT-FAMILY: Tahoma, Arial, = Helvetica, sans-serif; TEXT-DECORATION: none } A.SiteBase:hover { COLOR: blue } .ErrorNormal { FONT-WEIGHT: normal; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; COLOR: red; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } .ErrorSmall { FONT-WEIGHT: normal; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; COLOR: red; = FONT-FAMILY: Arial Narrow } .SystemMSG { FONT-WEIGHT: bold; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; COLOR: white; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; BACKGROUND-COLOR: = navy } .SystemErrorMSG { FONT-WEIGHT: bold; FONT-SIZE: 10pt; VERTICAL-ALIGN: top; COLOR: white; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; BACKGROUND-COLOR: red } .buttonUnused { PADDING-RIGHT: 1pt; PADDING-LEFT: 1pt; FONT-WEIGHT: normal; FONT-SIZE: = 9pt; PADDING-BOTTOM: 1pt; MARGIN: 1pt; COLOR: #fff5d7; PADDING-TOP: 1pt; = BACKGROUND-COLOR: #576a9d; font-face: Tahoma, Arial, Helvetica, = sans-serif } .buttonTanUnused { PADDING-RIGHT: 1pt; PADDING-LEFT: 1pt; FONT-WEIGHT: normal; FONT-SIZE: = 9pt; PADDING-BOTTOM: 1pt; MARGIN: 1pt; COLOR: #576a9d; PADDING-TOP: 1pt; = BACKGROUND-COLOR: #fff5d7; font-face: Tahoma, Arial, Helvetica, = sans-serif } .TextLargeBlue { FONT-WEIGHT: bold; FONT-SIZE: 12pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, = sans-serif; TEXT-ALIGN: left } .DocketHeaderTitle { FONT-WEIGHT: bold; FONT-SIZE: 14pt; COLOR: black; LINE-HEIGHT: normal; = FONT-FAMILY: Tahoma, Arial, ' Helvetica', sans-serif; TEXT-ALIGN: center } .TextLargeBlack { FONT-WEIGHT: bold; FONT-SIZE: 11pt; COLOR: black; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-ALIGN: left } .TextLargeBlackcenter { FONT-WEIGHT: bold; FONT-SIZE: 11pt; COLOR: black; LINE-HEIGHT: normal; = FONT-STYLE: normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-ALIGN: center } .TextBlue { FONT-WEIGHT: normal; FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } A.TextBlue { FONT-WEIGHT: normal; FONT-SIZE: 10pt; COLOR: #000099; LINE-HEIGHT: = normal; FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif; = TEXT-DECORATION: none } .TextRed { FONT-WEIGHT: normal; FONT-SIZE: 12pt; COLOR: red; LINE-HEIGHT: normal; = FONT-FAMILY: Tahoma, Arial, Helvetica, sans-serif } .TextHidenGray { FONT-SIZE: 0pt; COLOR: #ebebe1; LINE-HEIGHT: normal; FONT-FAMILY: = Tahoma, Arial, Helvetica, sans-serif; TEXT-ALIGN: left } .Time { FONT-WEIGHT: bold; FONT-SIZE: 10px; COLOR: red; LINE-HEIGHT: 4em; = FONT-FAMILY: Arial, Helvetica, sans-serif; TEXT-ALIGN: center } ------=_NextPart_000_0038_01C7D77F.EAEF53C0--