May 13, 2016

It is relatively common for a landlord or property manager to ask whether a tenant is allowed to, or must, remove the “fixtures” that the tenant installed at the beginning of the lease term. The question is typically asked at the time when the tenant is moving out after failing to pay the rent, but can also come up at the end of the lease term.

Often the dispute exists because the landlord wants the property to remain, but it is also not unusual for the landlord to want the tenant to remove certain items that tenant does not want to pay to remove.

This information addresses the different types of property installed by the tenant, and summarizes the cases in Washington, with a few examples from other states, addressing which party owns what property.

This information also provides a brief summary of ways the Landlord can force or try to otherwise convince the tenant to leave property behind, such as the landlord’s lien statute, RCW 60.72, UCC liens, or threats of personal liability for the individual owners of a tenant LLC or other entity.

A: A TYPICAL LEASE CLAUSE:
All alterations, additions and improvements (and expressly including all light fixtures and floor coverings), except trade fixtures, appliances and equipment which do not become a part of the Premises, shall immediately become the property of Landlord without any obligation to pay therefor.

B. WHAT ARE TRADE FIXTURES THAT DO OR DO NOT BECOME PART OF THE PREMISES – AN OVERVIEW OF WASHINGTON CASE LAW AND A FEW EXAMPLES FROM OTHER STATES?

BALLARD v. ALASKA THEATER CO.
Supreme Court of Washington
93 Wash. 655; 161 P. 478; (1916)

The tenant erected a theater building upon a certain lot situated in the city of Seattle. The building was erected pursuant to the terms of a written lease which provided that the building should be of certain standard construction, should cost not less than $ 75,000, and should be wholly the property of the owners of the realty.

The lease was for a term of 15 years from and after February 1, 1914, with a renewal option of 5 years.

The tenant completed the building in accordance with its agreement, fitted it up, and operated as a moving picture theater until November 1, 1915, a period of some 22 months, when it found itself unable to continue the business. At that time, it notified the landlord that it would quit and surrender the premises, and was proceeding to remove from the building certain furnishings which it believed to be trade fixtures.

Of the articles over which the contest was waged, the trial court found the following to be trade fixtures that did not become part of the premises and that the tenant could remove:

- the pipe organ,
- the box chairs,
- the electric sign and frames,
- certain of the electric fixtures used for lighting the building,
- the carpets,
- curtains, and draperies,
- the sign frames,
- the umbrella lockers,
- the picture screen,
- the picture machines,
- the portable switchboard,
- the vacuum cleaner,
- the piano, and
- the draperies, and furniture of the ladies' dressing room.

The pipe organ itself did not arrive until after the building had been completed and in use for some time. It came in a knocked-down condition, but to get some of the larger pieces into the space, the tenant had to remove some of structural portions of the partition walls of the building. … The parts of the walls removed were replaced after the organ had been put together, and to remove it would again require the removal and replacing of these same parts of the structural walls.

The opera chairs were not manufactured specially for the building… The chairs were selected with reference to spaces and with reference to the color scheme of the building, and the aisle standards were cast according to a selected design. The municipal ordinances also require that all such chairs be securely fastened to the floor, and these were fastened by inserting expansion bolts into the concrete floor at proper places to fit into holes in the feet of the chairs; the chairs being fitted over the bolts and fastened with nuts in the usual manner. They can be removed by unscrewing the nuts and lifting the chairs from the bolts. New chairs of the same design from the same manufacturer can be fitted onto the bolts, but perhaps not those of any other manufacturer, as the particulars of the designs are not the same. To remove the chairs would leave the bolts protruding above the floors, but the evidence discloses that these can be removed without injury to the floor; the simplest way being to clip them off even with the concrete floor.+

The electric sign and frame is on the front of the building, and contains lights so arranged as to spell the words, 'The Alaska Theater.' It was specially designed for the building, and is supplied with electricity by wires leading from the source of supply through conduits passing through the building. The sign frame can be detached by releasing the wires and removing the screws by which the frame is attached to the building.

The electric light fixtures in question are those used for lighting the inside of the theater building. There are 47 of these in all, 10 of which are curved to fit the columns on which they are placed, and were specially shaped for that purpose. They are not such fixtures as are usually found in stock. The other 37, as we understand the record, are the usual stock fixtures. None of them are built into the frame of the building, and all can be removed without injury thereto, by merely loosening the fastenings by which they are held in place.

The picture machines are of the Simplex design, and rest upon tripods. The tripods were placed in position before the floor of the picture room was completed, and the feet thereof, together with the electric wires which lead to the machine, are imbedded in the floor. The machines are ordinarily portable, and these could be removed with only such damage to the floor as could be easily repaired.

It remains, then, to inquire whether the property in question are
fixtures in the sense that they form a part of the realty or are trade
fixtures capable of being removed by the tenant, considering the
question in the light of the ordinary rules applicable to landlord and
tenant.

In determining whether a chattel which has been annexed to the
freehold is a trade fixture or a part of the realty, the cardinal inquiry
is into the intent of party making the annexation.

Often there is difficulty in determining the intent, but, whatever
may be the legal relation of the parties between whom the controversy
is waged, when the intent is discovered it is generally controlling.
The intent is not to be gathered from testimony of the actual state
of the mind of the party making the annexation. See Washington
National Bank v. Smith, 15 Wash. 160, 45 Pac. 736, but is to be
inferred, when not determined by an express agreement, from
the nature of the article affixed, the relation and situation to the
freehold of the party making the annexation, the manner of the
annexation, and the purpose for which it is made.

It is conclusive, of course, that the chattel annexed is a fixture  when it cannot be removed without a material injury to the freehold,
as, for example, where it is essential to the support of some part of a permanent structure.

Again, a different rule obtains for determining the intent when the question arises between landlord and tenant or licensor and licensee than obtains when it arises between grantor and grantee, mortgagor and mortgagee, or heir and executor.

When the installation/attachment is made by a tenant or licensee, the presumption is that he intends to keep title to the property, and remove the property at the end of the lease term. When property is installed by an owner of the property the presumption is the other way.

It is now a general rule that whatsoever is affixed as a trade fixture to
the land or to any building which is on the land during the term, whether
made of wood, stone, iron, or other material, is removable by the tenant
at the end of the term. And it is difficult to conceive of any so-called
fixture, however solid, permanent, and closely attached to the realty,
which is placed there for the sole purpose of trade, which may not be
removed by the tenant at the end of his term.'

In this jurisdiction the opera chairs certainly, and the vacuum cleaner
probably would under our earlier decisions be regarded as realty, and
would pass by a deed from the owner to his grantee, but, since they
were purchased and put in place by the tenant, most of them under
conditional sales contracts, we cannot conclude, under the presumption
that prevails in such cases, that they became a part of the realty. All
can be removed without material injury to the structure or to themselves.

The pipe organ is not in any way a part of the building. It was
manufactured and installed, as we have said, after the building was
completed. The right to remove it is denied because to do so requires
tearing away certain parts of the partition walls. But all of the evidence is
to the effect that these parts were taken out on the installation of the
organ and subsequently repaired, and that the organ can be removed by
reopening the walls at the same places. The fact that they were once
opened and replaced would not, perhaps, justify a second opening if the
building should be materially injured by the act. But the evidence
discloses that no material injury of the building will ensue from such an
opening, and the fact that it was once made without objection by the
owners of the fee is forceful evidence of the immateriality of the injury.

FREE Property Management Training from Lorman

Lorman has over 37 years of professional training experience.
Join us for a special white paper and level up your Property Management knowledge!

Rent Escalation and Common Area Maintenance Clauses in Commercial Leases
Presented by Marc E. Betesh Esq., MCR.h

Learn More

L. M. Becwar, v. C. E. Bear,
Supreme Court of Washington
41 Wn.2d 37; 246 P.2d 1110 (1952)

Defendant landlord appealed from a judgment against him for the value of certain heating equipment, claimed to be trade fixtures, installed by plaintiff/tenant during his tenancy of a building.

That plaintiff was a tenant of a building under a lease; there was no heating equipment in the building; that the lease provided that the lessee would furnish his own heat; that it was necessary for plaintiff, in the conduct of his business, to heat a portion of the building, and that, with the consent of his lessor, he installed a boiler, an oil burner, and other equipment, in the basement beneath the leased premises None of the heating equipment was attached to the building, except by ordinary bolts and couplings, and it could have been removed without any damage whatsoever to the building Upon these facts, the court concluded that the heating installations were "trade
fixtures" that plaintiff should have been permitted to remove from the premises The fact is that plaintiff did not intend that the heating installations made while he was a tenant were to enrich the freehold by becoming a part of the building, but placed them there solely for the purposes of his trade.

The intent of the party making the annexation is the cardinal inquiry in determining whether a chattel annexed to the freehold is a trade fixture or part of the realty.

WILLIAM R. FORMAN v. COLUMBIA THEATER COMPANY
20 Wn.2d 685; 148 P.2d 951 (1944)

This was a lawsuit filed by the landlord to enjoin defendant tenants from removing certain fixtures from a building. The property in question included:

conduits and wiring, switches and switch boxes, cork floor covering, a porcelain urinal, a large vertical sign on the face of the theater, bearing the words, "Roxy Theater," advertising boards made of metal with intricate wiring for illumination, a marquee over the entrance to the theater, and Ozite soundproof material pasted on the walls for the purpose of improving the acoustical properties of the room In their complaint, the plaintiffs alleged that they owned a certain theater building in the city of Longview which had been rented by defendants under a lease.

The building had been wired by the builder for theater purposes and thereafter altered and improved over time by rewiring installation of new fixtures. The defendants were in the process of abandoning the premises and were removing property which plaintiffs claimed as fixtures. Removal of the fixtures from the building would render it valueless for the purposes for which it was constructed and the property removed would be reduced to a mass of worthless materials.

The defendants answered, alleging their ownership of the contested items and also of all the fixtures placed in the building by them; and then asked to be adjudged to be the owners of the equipment and property in question; that they be allowed to remove it from the premises.

If the various leases between the two parties for the premises “had been silent as to the ownership of the items in dispute, then the ownership would necessarily have to be determined upon whether or not there were fixtures and, if so, to whom they belonged -- to the landlord or tenant. When, however, a landlord and tenant make a lease agreement in which there are stipulations relative to the ownership of fixtures which may be installed in the leased premises by the tenant, the agreement will be enforced regardless of what might be the rights of the parties at common law.

In cases of that character, the contract is the law made by the parties
themselves which must determine their rights. …we do not believe that
[the] law [of fixtures] is applicable to the case at bar. Our conclusion is
that the contract between the parties determines the ownership of the
property in question and for that reason, the rights of the parties depend
entirely upon the proper interpretation of that instrument.”

The lease provided:

That on termination of this lease by expiration of the term thereof or
otherwise, they will immediately without notice quit and surrender said
premises to the lessors in as good order and condition and repair as
reasonable use and wear of same will permit, and will promptly remove
their theater equipment and personal property, and will leave on said
premises all permanent improvements and repairs made during the term;
and that in case they shall hold over after the expiration of the term with
the consent of the lessors, express or implied, such holding shall be
construed to be a tenancy from month to month at the monthly rent
hereinbefore specified; . . ." (Italics ours.)

"We think the term "improvements,' as here used, must have a
somewhat broader signification than that which is usually accorded to the
term 'fixtures,' and that the rights of the parties are to be determined by
the meaning of this term rather than by the meaning of the word fixtures.
By the term improvements, however, not everything placed upon the
property will pass to the owner on a retaking of possession after default.
The term must mean improvements of the realty; that is to say, such
things as are placed thereon by the way of betterments which are of a
permanent nature and which add to the value of the property as real
property. This would include buildings and structures of every king, and
also such machinery as was placed thereon of a permanent nature and
which tended to increase the value of the property for the purposes for
which it was used; in this instance, those things of a permanent nature
which tended to increase the value of the property as a mine. Much can
pass thereunder which, strictly speaking, cannot be denominated fixtures,
and which in the absence of such a condition might be taken away.

Olympia Lodge No. 1, F. & A.M. v. Keller,
142 Wash. 93, 252 Pac. 121 (1927)

The question involved is whether, under the terms of the lease, the articles of property removed, and sought to be removed from the leased premises by the tenant, are the property of the tenant or the property of the landlord.

The property at issue: two gasoline pumps, two gasoline tanks; six oil barrels or tanks, used for storing lubricating oil; an air compresser, consisting of a motor, pump and tank; and two air stands; and a "Lubo system." These were fastened to the floors of the building with lag screws, and, in so far as they required connection for use, were connected together by pipes. The rest room was fitted with the usual toilet fixtures, fastened in the usual manner.

That they are what are customarily known as trade fixtures, there can be but little doubt. They are articles manufactured for general use, without special reference to any particular building or place. They are articles sold by the general trade, and a person desiring their use designs his structure in which he intends to use them so as to adapt it to the articles, rather than first erecting the structure and then ordering articles designed to fit the particular structure. ….So, too, the earlier common law rule relative to fixtures put upon property by a tenant has been much relaxed, and it is now generally held that trade fixtures may be removed by the tenant when it can be done
without substantial injury to the freehold It would follow from the foregoing consideration that, if nothing more were here involved than the general rule applicable to landlord and tenant, the tenant on the termination of the lease, whether by lapse of time or by forfeiture, would have the right to remove the articles mentioned on the ground that they are trade fixtures. But the parties may, by their contract of lease, provide for a different rule, and the more narrow question here is, have they so provided.

Turning to the quotations we have made from the lease, it will be observed that the parties have provided that whether the lease is terminated by the expiration of the term, or whether it is terminated by forfeiture, all improvements then on the premises shall become the property of the landlord. It will be further observed that the lease was entered into with the intent that a specific enterprise should be conducted thereon, namely, that of "an auto park, auto camp, service station, concessions for a swimming pool, and other amusement enterprises."

Some of these enumerated things may be rather indefinite as to their meaning, but it is sufficiently certain that one of the enumerated things was an automobile service station. An automobile service station is not such, unless it is equipped to perform the functions of such a station. A mere building in which the necessary fixtures for a service station may be installed is not such a station, nor does it become such until the fixtures to make it usable are actually installed. When, therefore, the parties to the lease provided for the installation of a service station, and further provided that all improvements put upon the premises should, on the termination of the lease, become
the property of the landlord, they contemplated that not only the building erected for that purpose should become the property of the landlord, but that the fixtures placed therein necessary to make it a service station should likewise become his property also.

Pfeifle v. Tanabe,
2000 ND 219; 620 N.W.2d 167 (2000 N.D.)

Tanabe had workmen remove dental cabinets which were screwed into the wall and electrically wired and plumbed.
A tenant may remove from the demised premises, any time during the continuance of the tenant's term, anything affixed thereto, for the purpose of trade, manufacture, ornament, or domestic use, if the removal can be effected without injury to the premises, unless the thing has become an integral part of the premises by the manner in which it is affixed.

However, determining the manner of attachment of an item does not end the inquiry into whether an item is a fixture. Other relevant considerations are the intent of the person annexing the item to the realty and the adaptation of the item to the use of the realty.

Marsh v. Binstock, 462 N.W.2d 172, 174 (N.D. 1990). In Marsh, we concluded milking equipment permanently attached to the barn by screws, electrical wiring, and separate piping was specifically adapted to the use of the realty, and all outward manifestations suggested the intent of the person who annexed the equipment to the realty was that they were fixtures.

Notwithstanding the physical characteristics of a fixture, however, the parties may agree to characterize the item as personal property rather than a fixture. For example, when an owner of realty and fixtures sells the fixtures separate from the real estate, a constructive severance occurs, and the fixtures become personal property.

The parties' intent is the preeminent factor in analyzing whether an item is a trade fixture. The other two factors, means of attachment and adaptation to purpose of premises, are primarily evidence of the intent of the parties when annexing items to the property.

In R & D Amusement Corp. v. Christianson, 392 N.W.2d 385, 388 (N.D. 1986), we concluded that heating equipment constituted a trade fixture and could be removed lawfully at the end of the tenancy. Id. We reached that conclusion for three reasons: (1) the equipment was not permanently and irrevocably attached to the building, but affixed simply by bolts and was removed without substantially damaging
the building; (2) an adequate heating system is necessary to the operation of a successful movie theater which must maintain a comfortable environment for patrons; and (3) when a tenant installs fixtures in furtherance of his or her own purposes, there is a presumption the fixtures are intended to be trade fixtures. Id. We found no evidence that the tenant who installed the equipment, or the present or past owners of the building, intended the heaters to become a permanent part of the realty.

Court concluded dental cabinets which were screwed into the wall and electrically wired and plumbed, were trade fixtures and could be removed by the tenant. The ruling largely relied on the fact that the landlord’s late husband had sold the dental practice to the tenant, and the agreement listed a separate value for the cabinets. “Presumably, Tanabe would not have based part of the purchase price of
the practice on the dental cabinets, knowing he would have to abandon them at the end of the five-year lease.”

C.W. 100 Louis Henna,v. El Chico Restaurants of Texas,
295 S.W.3d 748
2009 (Texas Court of Appeals)

The principal issue concerns whether air-conditioning units that El Chico  installed on a building that the lease required it to construct are "improvements" that the lease obligated El Chico to maintain and deliver to Henna in good condition upon the lease's expiration, as Henna contends, or are trade fixtures that are excluded from the lease's definition of "improvements," as appellees argue.

The lease clause: (a) Tenant shall have the right to erect, install, maintain and operate on the Premises such equipment, trade and business fixtures, signs (including, without limitation, pylon signage) and other personal property as Tenant may deem necessary or appropriate, and such shall not be deemed to be part of the Premises, but shall remain the property of Tenant.

The term "trade fixture" has been defined many times by the courts. . . .
It is now well settled that, as between a landlord and his tenant, the term
'trade fixtures' refers to and means such articles as may be annexed
to the realty by the tenant to enable him properly or efficiently to carry
on the trade, profession, or enterprise contemplated by the tenancy
contract or in which he is engaged while occupying the premises, and
which can be removed without material or permanent injury to the freehold."

“A trade fixture is an item, which can be removed without material or permanent injury to the freehold that a tenant annexes to realty to enable the tenant to carry on its business."

The rationale for these distinctions is that "[i]mprovements made by a vendor, mortgagor or ancestor are made to enhance the value of the estate, and to be permanent; while those made by the tenant are temporary and made for purposes of his trade."

Appellees conclusively established that the HVAC units at issue met the commonly understood definition of trade fixtures. They presented uncontroverted summary-judgment evidence that the HVAC units were not attached to the building, but were designed to be and were placed on curbs on the roof so they could be removed and replaced without injury to the building, and that such units needed to be replaced periodically as they reached the end of their useful life cycles. Appellees likewise presented undisputed evidence that the HVAC units here were approaching the end of their useful lives, and that the units ultimately were replaced without injury to the building.

Further, appellees presented uncontroverted summary-judgment evidence that the 45 tons of air-conditioning capacity provided by the HVAC units facilitated the building's use as a restaurant, but was many times greater than that needed if the building were to be used for other retail or office use.

We are similarly unpersuaded by Henna's argument that the HVAC units cannot be trade fixtures because the drafters anticipated at the inception of the ground lease that El Chico would install such units when constructing the restaurant building. Henna is correct that the reported Texas cases holding that air-conditioning units are trade fixtures have involved units that a tenant installed in a preexisting building during a lease term--not, as here, a ground lease where the parties contemplated that the tenant would construct a building and install the units.

Although Henna is correct as a factual matter, we disagree that the legal principle governing these decisions turns solely on whether or when the tenant and/or landlord anticipated that the units would be installed. The critical issue, rather, is whether the parties intended the air-conditioning units to be permanent additions to the building, for the landlord's ownership and benefit as part of the realty, or temporary additions to aid the tenant, El Chico, while it was operating a restaurant in the building.

CHECK CASHERS EXPRESS, INC., TITLE LOANS EXPRESS, INC.
COURT OF APPEALS OF MISSISSIPPI
950 So. 2d 1035;

Tenants removed and/or destroyed all of the interior walls, doors, windows, lights, security system, and the new air conditioning unit.
Court found that the removal of the walls, doors, and windows damaged the premises, and thus items were fixtures and not trade fixtures.

“Additionally, central air conditioning units have traditionally been categorized as fixtures, as have built-in counters, and may not be removed and considered personal property in a landlord-tenant situation…. Tenants did not have the right to remove the working air conditioner upon their departure, even though they purchased it”

C. Potential Methods of Forcing or Encouraging a Tenant to Leave Behind Tenant-Owned Fixtures
1. Landlord’s Lien Statute

Under RCW 60.72, a landlord has a lien on personal property of the tenant located in the leased premises. “Such liens for rent shall be paramount to, and have preference over, all other liens except liens for taxes, general and special liens of labor, and liens of mortgages duly recorded prior to the tenancy.”

However, the lien is only for the most recent two month’s rent. The lien follows property removed from the premises, but only or 10 days.
Landlord’s liens are foreclosed under RCW 60.10, which allows judicial foreclosure, or foreclosure after notice and a sale.

The details are beyond the scope of this presentation, but it essentially requires notice to the tenant of a period of time when the sale will occur (between, for example, 20-40 days in the future), and then a commercially reasonable sale. What time is required, and the sale process, depends on the property (i.e. is it perishable, sold on recognized markets, etc.).

The procedures are somewhat vague, and the statute is pretty rarely used. There are open questions about many things. Legal advice should be sought before pursuing the lien rights. For purposes of this presentation, however, it is sufficient to know that the lien exists and can be used as leverage to convince Tenant to leave property in the space when it leaves.

The statute has also been used to dispose of property left behind by the tenant without having to go through the process of getting a judgment and a sheriff’s sale. .

2. UCC Liens
It is somewhat rare, but I have seen tenant’s grant UCC liens in the personal property to secure payments under the lease. UCC liens are filed with the Department of Licensing and are public record, and would then follow the property to wherever it goes. There is no limit on the amount. It effectively prevents the tenant from taking the property to start a new business, or selling it to a new buyer, because a properly filed lien follows the property.

Such liens are rarely granted by a tenant when negotiating the lease, often because the tenant needs to borrow money to buy the fixtures in the first place, or to run its business, and the lender will want 1st position lien on the fixtures.

This is also something to keep in mind when negotiating lease revisions with a struggling tenant. If there are no liens on the property, getting a UCC lien as part of the negotiations can be helpful in collecting if the tenant ultimately goes out of business. Or, at least will be helpful in ensuring the property remains in place if the landlord wants it to.

3. Fraudulent Transfer Liability And Related Personal Liability Claims
Most small business tenants are limited liability companies. The LLC statute prohibits any distributions to members/owners while the LLC cannot pay its debts. Creditors have a right to make a claim against any owner receiving such distributions. Thus, if an LLC closes, and its members sell the FF&E and keep the proceeds, they might be personally liable to the creditors of the LLC.

Additionally, successor entities and individual owners can be liable under fraudulent transfer theories if they transfer the FF&E for no consideration or for insufficient value with intent to escape creditors. For example, a tenant cannot create a new entity, transfer the FF&E to that entity for no consideration, and then open at a new location. That would likely be a fraudulent transfer exposing the successor and
the individual owners to personal liability.

In sum, the threat of personal liability can help convince some tenants to leave FF&E behind.

4. Attachment, Judgment, Execution
If the tenant is in default, a landlord could obtain a pre-judgment writ of attachment preventing the tenant from removing its property from the premises.

If a judgment has been entered, the landlord can also obtain a writ of execution and have the sheriff seize and auction off the property.
A prejudgment writ typically requires a bond. A post-judgment writ of execution also requires a bond, and, depending on the county, it can require the landlord to pay to move the property to bonded storage where it will be auctioned off. Some counties will auction off property onsite, while others require that it be moved to storage.

5. Waste
The doctrine of waste is beyond the scope of this presentation, but it is good to keep in mind that if a tenant removes the Landlord’s property and/or damages the building in moving out, it can be liable for waste. If waste is intentional, the tenant can
be liable for treble damages.

CONCLUSION
Generally speaking, the categories of tenant-installed fixtures that remain the tenant’s property are broader than most people think. There is a presumption that if the tenant installed the fixtures for use in its business, that the fixtures will remain the tenant’s property at the end of the lease term. Thus, a tenant can take – and can be forced to take – such fixtures that remain the tenant’s property. This can include things that are connected to the HVAC system, bolted to the floor, etc.

Things to consider when signing the lease include (1) the language used to describe what fixtures will belong to the landlord or tenant, and (2) whether the tenant, in the lease, will grant UCC liens on its property. After default, remedies such as the landlord’s lien, attachment, and the threat of personal liability, can be used to negotiate with the tenant to leave its property. Of course, a landlord and tenant can also agree to waive some or all claims for unpaid rent in exchange for the tenant leaving the property. This is common when the tenant is otherwise judgment proof.

STANDARD DISCLAIMER
STATEMENTS MADE IN THIS ARTICLE ARE MADE SOLELY TO INITIATE DIALOGUE AND INSPIRE YOURINDEPENDENT INQUIRIES AND RESEARCH AND MAY NOT BE RELIED UPON AS LEGAL ADVICE.