[*1]
NWG Invs. Inc. v Fronteer Gold Inc.
2013 NY Slip Op 51355(U) [40 Misc 3d 1230(A)]
Decided on August 21, 2013
Supreme Court, New York County
Schweitzer, J.
Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431.
This opinion is uncorrected and will not be published in the printed Official Reports.


Decided on August 21, 2013
Supreme Court, New York County


NWG Investments Inc., Plaintiff,

against

Fronteer Gold Inc., NEWMONT MINING CORPORATION, NEWMONT CANADA HOLDINGS ULC, and MARK O'DEA,, Defendants.




653297/2012

Melvin L. Schweitzer, J.



Plaintiff brings fraud and negligent misrepresentation causes of action related to a stock-for-stock merger. Defendants move to dismiss pursuant to CPLR §§ 306-b, 327 (a), 3211 (a) (7), 3211 (a) (8) and 3211 (a) (10).

Background


Plaintiff NWG Investments Inc. (NWG) is a Barbados corporation with its principal place of business in Barbados. NWG's sole shareholder is Jacob E. Safra (Mr. Safra), an investor. Mr. Safra resides in Geneva, Switzerland, and has done so since at least 1990. As of mid-2007, NWG owned about 86% of the common stock of Newest Gold Corporation (NewWest), the owner of rights to gold projects in Nevada.

Defendant Fronteer Gold, Inc. (f/k/a Fronteer Development Group Inc.) (Fronteer) was a corporation incorporated in Ontario, with its principal place of business in British Columbia, Canada. All issued and outstanding shares of Fronteer were acquired by defendant Newmont Mining Corporation (Newmont).

Defendant Newmont is a corporation incorporated in Delaware, with its principal place of business in Greenwood Village, Colorado. Newmont's income and assets primarily derive from its subsidiaries, including Defendant Newmont Canada Holdings ULC (NCH). A substantial majority of the assets formerly held by Fronteer continue to be held by Newmont or Newmont subsidiaries.

Defendant NCH is a wholly owned subsidiary of Newmont, formed in 2011 to acquire all outstanding shares of Fronteer. NCH acquired all outstanding shares in April 2011, agreeing to [*2]assume all of Fronteer's liabilities.

Defendant Mark O'Dea was President and CEO of Fronteer and its subsidiary, Aurora Energy Resources Inc. (Aurora). Mr. O'Dea is a native of Newfoundland and Labrador and a geologist with a Ph.D. His last known business address is 1055 West Hasting Street, Vancouver, British Columbia V6E 2E9.

The following represents NWG's factual account. In 2003, Fronteer and its partner, Altius Minerals (Altius) acquired properties in the Central Mineral Belt (CMB) in Labrador, Canada. Fronteer began learning about the area through, inter alia, gathering of data, meetings with Labrador Inuit organizations, and airborne surveys. In 2005, Fronteer and Altius formed Aurora to control the uranium portfolio of the two companies. Mr. O'Dea was the President and Chief Executive Officer of both Fronteer and Aurora, and held an ownership interest in Aurora.

Aurora began working to manage potential community responses to uranium mining by opening community offices in Happy Valley-Goose Bay and Postville, as well as employing approximately 120 local residents through a $14.5 million work program in Labrador. The local Nunatsiavut Government (presiding over five indigenous communities consisting of c. 2,160 Nunatsiavut citizens) had exclusive surface rights over a majority of Aurora's uranium deposits via the Labrador Inuit Land Claims Agreement. The surface rights of Aurora's remaining uranium deposits were shared between the Nunatsiavut Government and the provincial government of Newfoundland and Labrador. With local government important to the value of its uranium portfolio, Aurora continued to meet with governments, organizations, and community members in Labrador.

Despite Aurora's outreach efforts, the Nunatsiavut Government and its citizens were strongly opposed to uranium mining. A primary source of this opposition was a 2006 leak of a nickel and copper mine at Voisey's Bay (which was just north of Aurora's uranium deposits). This leak hardened an ardent opposition to mining in any form, demonstrated in numerous interviews of local residents.

In addition to Voisey's Bay, there had been violent resistance to uranium mines in other Canadian aboriginal communities. For example, a uranium mine near native Dene land in nearby Saskatchewan led to strong public opposition and, upon attempts to build additional mines, violent struggles.

Aware of the potential for resistance, Fronteer attempted to quell opposition to uranium mining by distributing pamphlets, continuing to meet with community members and government representatives, and hiring a Makkovik native, experienced in the social programs of the Nunatsiavut Government, to serve as Aurora's Community Liaison. These actions were ineffective. Local opposition to mining stiffened, local residents formed an anti-mining group called Mine Watch, and at two community meetings organized by the Nunatsiavut Government on April 10 and 11, 2007, citizens were vociferous in their opposition to uranium mining. Aurora representatives attended both meetings.

After these meetings, Fronteer increased its community outreach, while simultaneously actively seeking a strategic transaction to sell its uranium assets. On April 23, Mr. O'Dea reached out to Stephen Alfers, then the CEO of NewWest, to discuss a possible transaction. NewWest and Fronteer made a good potential pair for strategic and logistical reasons. Catalysts for the transaction were Fronteer's eagerness to deal combined with NewWest having a majority [*3]owner (NWG) solely owned by Mr. Safra. To consummate a deal, only Mr. Safra needed to be persuaded; this would be a quicker and less cumbersome process than a merger with most publicly-traded companies.

Throughout the interactions, Mr. O'Dea demanded quick action. Mr. O'Dea met with Mr. Alfers in Toronto on May 2, 2007 and in Denver on May 18, 2007. Subsequently, Mr. Alfers facilitated two meetings between Mr. O'Dea and Mr. Safra on June 4, 2007 and June 14, 2007. Notably, these meetings were in New York in Safra's Manhattan apartment.

The topic of discussion of these two Manhattan meetings was Aurora's ability to begin uranium mining operations in Labrador in the near term. Mr. Safra stated he had no interest in a long-term uranium investment, and was focused on uranium coming out of the ground quickly. On this issue, Mr. O'Dea affirmatively represented not only that mining would commence in 2013, but that this was a firm date with no potential for delay (unlike some of Aurora's competitors, which faced threats and delays). Mr. O'Dea did not mention local objections and concerns to uranium mining, as well as the possibility of a "moratorium." Given Mr. O'Dea's expertise and position, Mr. Safra relied on these statements.

Simultaneous to the meetings, Aurora was ratcheting up its public interest campaign in Labrador. Aurora hired John Roberts, a Labrador native, as Vice President, Environment. Aurora also began hosting courses on radiation health and safety, voluntarily disposed of environmental waste, and flew 12 Nunatsiavut Government officials to Saskatchewan to view the decommissioned uranium mine at Cluff Lake.

On June 27, 2007, Mr. O'Dea told Mr. Safra he had one more day to sign a lock-up agreement- June 28, 2007 would be the "drop-dead date" for the deal. Should Mr. Safra refuse or delay the deal would be off. Mr. O'Dea insisted no due diligence was necessary to conduct the deal because Fronteer's public disclosures were fair and accurate. NWG entered into the Lock-Up Agreement on this "drop dead date", requiring NWG to tender and support the exchange of NWG's NewWest shares for Fronteer's shares. Given that NWG was 86% shareholder of NewWest, the Lock-Up agreement ensured the Fronteer-NewWest deal would go through.

Section 5.2 of the Lock-Up agreement gave NWG the option to terminate the Lock-Up Agreement. The Material Adverse Effect clause ("MAE Clause") gave NWG the right to terminate the Lock-Up Agreement:

"[If NWG] shall have determined acting reasonably that since the date of this agreement there has occurred any change which could reasonably be expected to have a Material Adverse Effect on the Offeror and its Subsidiaries, taken as a whole[.]"

This clause also specified the claims would be governed by Ontario Law. The parties' due diligence occurred from late June to late July 2007.

In July 2007, the NewWest board approved the preordained merger. In connection with the merger agreement, NWG and Fronteer entered into the Supplementary Lock-Up Agreement, "to constitute the further agreement contemplated by the Lock-Up Agreement, all on and subject to the terms and conditions herein contained." The merger agreement provided that NewWest had the right to terminate the agreement if NWG terminated the Lock-Up Agreement in accordance with its terms. The merger was scheduled to close on September 24, 2007.

On September 14, 2007, William Barbour, the Nunatsiavut Government's Minister of [*4]Lands and Resources, told Mr. O'Dea the Nunatsiavuts were going to introduce a moratorium on uranium mining at the October 11-12 session of the Nunatsiavut Assembly. NWG argues that, with this information, they could have invoked the MAE clause. Mr. O'Dea never disclosed his knowledge of the moratorium. The deal closed, consummating the pre-arranged share exchange, on September 24, 2007.

At the October 11-12 session of the Nunatsiavut Assembly, Mr. Barbour proposed a three year mining moratorium. This meeting was held in a difficult-to-access remote location, but Mr. O'Dea and a team from Aurora Energy were present at the meeting. This was the first time a representative from Aurora had attended a meeting of the Nunatsiavut Assembly.

On October 18, 2007, a Resource Investor Article reported that "John Roberts, vice-president of environment for Aurora, said that Aurora had been well aware of the Nunatsiavut' government's concerns" related to mining. Such concerns were not disclosed to Safra or NWG.

In April 2008, there was a Second Reading of Barbour's moratorium, and the Assembly passed the bill into law. Barbour, in a statement to the press, indicated the bill was designed to assuage local concerns about environmental risks and damages, concerns which had been known for some time before the merger by Mr. O'Dea and Aurora/Fronteer.

After the passage of the moratorium NWG wrote to Fronteer in January 2009 demanding recession of the share exchange transaction between Fronteer and NWG. NWG's letter listed Fronteer's knowledge of the pending moratorium and the moratorium's handicap of Aurora's mining ability as the bases for its request. Fronteer denied advanced knowledge of the moratorium, responding "it was not until March 11, 2008 — almost nine months after the Lock-Up Agreements . . . were negotiated and executed and six months after the closing of the NewWest Transaction — that Aurora and Fronteer began to foresee specific problems that could postpone Aurora's operations."

Feeling Fronteer was continuing to perpetuate falsehoods, NWG brings fraud and negligent misrepresentation causes of action. NWG seeks rescission of the merger or in the alternate damages of $750,000,000.

Discussion


CPLR 327 (a) provides that "[w]hen the court finds that in the interest of substantial justice the action should be heard in another forum, the court, on the motion of any party, may stay or dismiss the action in whole or in part on any conditions that may be just." The burden is squarely on the defendants, and it is a "heavy burden [to] demonstrat[e] that the forum chosen by [the plaintiff] is an inappropriate one." Banco Ambrosiano, S.P.A. v Artoc Bank & Trust Ltd., 62 NY2d 65, 74 (1984). At the same time, New York "should not be under compulsion to add to their heavy burdens by accepting jurisdiction of a cause of action having no substantial nexus with New York." Silver v Great Am. Ins. Co., 29 NY2d 356, 361 (1972).

Although the decision to dismiss on forum non conveniens grounds is discretionary, New York courts consistently dismiss cases lacking a "substantial nexus" to New York. See e.g. Id.; Islamic Republic of Iran v Pahlavi, 62 NY2d 474 (1984) (dismissing case lacking substantial nexus to New York); Shin-Etsu Chem. Co. v 3033 ICICI Bank Ltd., 9 AD3d 171 (1st Dept 2004) (same). To determine said "substantial nexus", New York courts look to the following factors: the residency of the parties; whether "the transaction out of which the cause of action arose [*5]occurred primarily in a foreign jurisdiction"; the location of relevant witnesses and documents; the applicability of foreign law; and the availability of an alternative forum. See Pahlavi, 62 NY2d at 479.

Residency of the Parties

As defendants point out, no party is a resident of New York. NWG is a Barbados corporation with its principal place of business in Barbados. None of the defendants reside in New York. With a foreign plaintiff, although defendants maintain a "heavy burden", Banco Ambrosiano, 62 NY2d at 74, the plaintiff's choice of forum is entitled to less deference. Fin. Guar. Ins. Co. v IKB Deutsche Industriebank AG, 2008 NY Misc LEXIS 7520, at *10 (Sup Ct NY County Dec 29, 2008). The fact that all defendants also do not reside in New York weighs in favor of dismissal, see Pahlavi, 62 NY2d at 479, but does not mandate it. Waterways Ltd. v Barclays Bank PLC, 571 NYS2d 208, 211 (1st Dept 1991).

Location of the Underlying Transaction

Defendants point to dismissals on forum non conveniens grounds featuring a "transaction out of which the cause of action arose occur[ing] primarily in a foreign jurisdiction." Foster Wheeler Iberia S.A. v Mapfre Empresas S.A.S., 2007 NY Misc LEXIS 1205, at *2 (Sup Ct NY County March 29, 2007) (quoting Pahlavi, 62 NY2d at 479). The defendants stress that the lock-up agreements, Fronteer's acquisition of NewWest Gold, and Fronteer/O'Dea's alleged knowledge of the pending moratorium all occurred outside of New York within foreign jurisdictions. In fact, the two meetings between Mr. Safra and Mr. O'Dea are the lone connection to New York amongst a long, complex series of interactions and transactions. In cases where the location of alleged misrepresentations is the only connection to New York State and the underlying transaction occurs in a foreign jurisdiction, New York courts dismiss on forum non conveniens grounds. See e.g. Fin & Trading Ltd. v Rhodia S.A., 28 AD3d 346, 346-47 (1st Dept 2006) (finding the site of alleged misrepresentation alone failed to establish a "substantial nexus with New York," when the "underlying transaction occurred primarily in a foreign jurisdiction"). Even an investment transaction with deal documents drafted, negotiated, and closed in New York can be considered an underlying transaction in a foreign jurisdiction for forum non conveniens analysis. See e.g. Imaging Holdings I, LP v Israel Aerospace Indus. Ltd, 2009 NY Misc LEXIS 3630, at *2-3 (NY Sup County Dec. 11, 2009) ("[P]erhaps most telling of all, the alleged misconduct which plaintiffs claim led to the purported diminution in value of ImageSat and, in turn, their investment, was carried out in Israel by Israeli residents.")

NWG attempts to frame the conversations between Mr. O'Dea and Mr. Safra as the only significant events in the dispute. NWG claims there is no alleged wrongdoing in Canada and, but-for the misrepresentations in these New York conversations, there is no fraud. True perhaps, but this causal relationship is also true for almost every alleged fact. But-for strong indigenous and Nunatsiavut government opposition to mining, Fronteer's decision to seek a strategic transaction, conversations between Mr. Alfers and Mr. O'Dea, and the execution of the lock-up agreements, amongst many other events, there is no fraud. These events and developments, as well as all other links in the chain of events, occurred wholly outside of New York.

The primary location of the fraudulent scheme is what helps determine if the case has a "substantial nexus" to New York; the site of alleged misrepresentations on its own fails to rise to a substantial level. Compare Fin & Trading Ltd., 28 AD3d at 346-47 ("Given that Tirouflet's [*6]representations are false only in light of the allegedly fraudulent scheme to boost Rhodia's value, the purported meetings do not suffice to create a substantial nexus with New York in that the underlying transaction occurred primarily in a foreign jurisdiction . . . ."), with Ithaca Partners, L.P. v Skadden, Arps, Slate, Meagher & Flom, 219 AD2d 499 (1st Dept 1995) (denying a motion to dismiss on forum non conveniens grounds when "all of defendant's actions concerning such offering were performed in New York[.]"). The underlying transaction arose primarily in a foreign jurisdiction (Canada) which strongly suggests there is not the "substantial nexus" required to avoid forum non conveniens dismissal.

NWG argues that New York, with its status as a financial destination, has a "compelling interest" in the protection of individual investors within its borders. This interest, NWG continues, would create a real nexus in the litigation. Case law posited by NWG suggests New York has a strong interest in protecting the banking system as a whole, rather than individual investors. See J. Zeevi & Sons v Grindlays Bank (Uganda), 37 NY2d 220, 227 (1975) ("[New York] is a financial capital of the world, serving as an international clearinghouse and market place for a plethora of international transactions[.]"); Mashreqbank PSC v Ahmed Hamad Al Gosaibi & Bros. Co., 951 NYS2d 124, 128 (1st Dept 2012) ("[I]t is beyond cavil that New York has a compelling interest in the protection of the native banking system from misfeasance or malfeasance.") (emphasis added). "The letter of credit transaction in Zeevi was one of a vast amount of letter of credit transactions in New York banks that happen every day." Mashreqbank, 951 NYS2d at 129. In contrast, the Lock-Up Agreement and the sale of NewWest Gold to Fronteer were negotiated, signed and executed outside of New York and were governed by Ontario law. This does not trigger any systematic "compelling interest".

Location of Relevant Witnesses and Documents

Defendants observe it is "far more efficient, less expensive and involve[s] a greater probability of a complete record for both sides if the case is adjudicated [where] the principal documents and witnesses pertaining to the underlying commercial and corporate claims are located." Imaging Holdings, 2009 NY Misc LEXIS 3630, at *13. A vast majority of witnesses and documents likely important to this litigation are located in Canada. Inter alia, Mr. O'Dea resides in Vancouver, attorneys and financial advisors privy to the transaction are located in Toronto, and Aurora's offices and their employees were spread across Toronto, Newfoundland, and Labrador, while sharing headquarters with Fronteer in Vancouver.

"In the age of cell phones, email, and fax machines," Mpower Comme'ns Corp. v Voipld.com, Inc. 304 F Supp 2d 473, 476 (WDNY 2004) the location of documents will not create substantial inconvenience for potential litigation. The location of witnesses, and more specifically the compellability of witnesses, is another matter. Canadian witnesses cannot be compelled to appear in this Court. Given the quantity of potential Canadian witnesses, this weighs heavily in favor of dismissal. See Globalvest Mgmt. Co. L.P. v Citibank, N.A., 2005 NY Misc LEXIS 944, at *20-21 (Sup Ct NY County May 12, 2005) ("[T]here are numerous potential witnesses who are located in Brazil and whose testimony will be relevant to the matter [], yet who are not subject to the jurisdiction of this court. . . . The likely inability of Citibank to compel these critical witnesses to testify in New York . . . strongly militat[es] in favor of having this case heard in Brazil."). Given that several witnesses may be Nunatsiavut Government officials, including Mr. Barbour, a Canadian forum is particularly appropriate. See Imaging Holdings, [*7]2009 NY Misc LEXIS 3630, at *12 ("[T]estimony of Israeli government officials and employees . . . will be more readily available in an Israeli forum.").

As posited by NWG, "the unavailability of witnesses [is] not a sufficiently weighty concern to require forum non conveniens dismissal because any testimony [that defendant] needs from witnesses whose attendance cannot be compelled can be obtained, for example, through the use of letters rogatory." Armco Inc. v North Atlantic Ins. Co. Ltd., 68 F Supp 2d 330, 342 (SDNY 1999) (internal quotations omitted) (emphasis added). Although not requiring forum non conveniens dismissal, the inability to compel live witnesses can create significant handicaps for defendants, weighing in favor of forum non conveniens dismissal. See Schertenleib v Traum, 589 F2d 1156, 1165 (2d Cir 1978).

Applicability of Foreign Law

When "[i]t would, in the circumstances constitute an unnecessary burden on our courts to be compelled to apply foreign law," this burden weighs in favor of forum non conveniens dismissal. Bewers v Am. Home Products Corp., 99 AD2d 949, 950 (1st Dept 1984) (internal citation omitted). In New York, fraud claims by corporations are governed by the law of the "plaintiff's principal place of business." Tradex Global Master Fund SPC LTD v Titan Capital Group III, L.P., 95 AD3d 586, 587 (1st Dept 2012). NWG's principal place of business is Barbados, thus should this court hear the case, Barbados law would control. NWG argues New York has a significant and unique interest in resolving claims of fraudulent business practices committed within its borders, and thus New York law should apply, but this is not suggested by the case law NWG posits. See Mashreqbank, 951 NYS2d at 125 ("New York has a compelling interest in adjudicating controversies that implicate its preeminent position in the international banking system"); L.K. Sta. Group, LLC v Quantek Media, LLC 62 AD3d 487, 493 ("In this regard it is also of note that any of the agreements which expressed a choice of law preference [for instance, the nondisclosure agreement and the commitment letter], recited that New York law would apply."). Parties are in agreement that Canadian law governs a potential piercing of the corporate veil.

New York courts are commonly called upon to apply foreign law, and do not dismiss solely to avoid that burden. Intertec Contracting A/S v Turner Steiner Int'l. S.A., 774 NYS2d 14, 18 (1st Dept 2004) ("Nor do I find any potential application by New York courts of the laws of Sri Lanka to be an unnecessary burden upon our judiciary since our courts are frequently called upon to apply the laws of foreign jurisdictions."). Courts do give the factor significant, but not dispositive weight, in deciding forum non conveniens motions. See e.g. FIMBank P.L.C. v Woori Fin. Holdings Co., 2013 WL 1197093 (1st Dept Mar 26, 2013).

Availability of an Alternative Forum

"[T]he availability of another suitable forum is a most important factor to be considered in ruling on a motion to dismiss" Pahlavi, 62 NY2d at 481, although the absence of such a forum "does not require the court to retain jurisdiction." Id. at 483. Defendants offer Ontario as an alternative, suitable forum, pointing to the following clause in the Lock-Up Agreement.

"The parties hereby irrevocably and unconditionally consent to and submit to the non-exclusive jurisdiction of the courts of the Province of Ontario for any actions, suits, or proceedings arising out of or relating to this Agreement or the matters contemplated hereby. . . ." This clause does not require parties litigate in Ontario, but indicates both parties considered [*8]Ontario a suitable forum for future disputes arising from their agreement. In light of this clause, any contentions to the suitability of Ontario as an appropriate forum are unavailing.

NWG protests that Ontario, even if suitable, is not an available forum due to a two year statute of limitations. See Limitations Act, S.O. 2002, c.24, Sched. B., s.4 (Ont, Can) ("Unless this Act provides otherwise, a proceeding shall not be commenced in respect of a claim after the second anniversary of the day on which the claim was discovered."). Given NWG's letter to Fronteer demanding rescission, dated January 29, 2009, any tort claims in Ontario would presumably be vulnerable to a statute of limitations defense. NWG argues that, given that defendants have not waived their right to a statute of limitations defense, Ontario is not an available forum. New York courts often condition forum non conveniens dismissal on the waiver of statute of limitations defenses to ensure the availability of an alternative forum. See e.g. Jackam v Nature's Bounty, Inc., 895 NYS2d 508, 511 (2d Dept 2010).

Whether the Ontario statute of limitations would apply, and thus empower a statute of limitations defense, is a question of foreign law which lacks an obvious answer. See Limitations Act, S.O. 2002, c.24, Sched. B., s.23 (Ont, Can) ("For the purpose of applying the rules regarding conflict of laws, the limitations law of Ontario or any other jurisdiction is substantive law."). Ultimately, which statute of limitations would apply in Ontario is an incidental issue to the forum non conveniens analysis. NWG seeks relief from its own procrastination in filing a complaint, causing it to potentially exceed a two year limitation for tort action. Consider the following excerpt from Castillo v Shipping Corp. of India, an instance where the court, "[w]ere we possessed with jurisdiction [] would, nonetheless, dismiss this action" unconditionally on forum non conveniens grounds.

"The plaintiff contends that this Court cannot dismiss the action on forum non conveniens grounds because New York is his only available forum. The plaintiff had a most convenient forum, the Dominican Republic. But, through his own inaction, he lost access to it. He let the Dominican Republic's six-month statute of limitations pass and has lost his remedy there, as well as in India, which presumably would follow the Dominican Republic's statute. It would be a strange world if a litigant could bootstrap' himself into a New York court by missing the statute of limitations in the proper forum." 606 F Supp 497, 504 (SDNY 1985)

Similarly to the plaintiffs in Castillo, NWG, through its own inaction, voluntarily allowed the statute of limitations to potentially expire in the most convenient forum (a forum which was previously agreed to be suitable via the Lock-Up Agreement). NWG's letter dated January 29, 2009 is clear evidence they were aware of the alleged fraud. NWG did not file its initial complaint until September 20, 2012. Should Ontario substantive law govern the case in Ontario, a statute of limitations defense would be available solely due to NWG's inaction.

Conclusion


Neither NWG nor any defendant is a resident of New York. The underlying transaction occurred outside of New York. Relevant witnesses cannot be compelled to testify in New York. The court would be forced to apply the laws of Canada and Barbados. Ontario is a suitable alternative forum for the dispute. Any threat to Ontario's availability is solely due to NWG's delay. Defendants have met their heavy burden. Defendants have also consented to dismissal on forum non conveniens grounds without addressing jurisdiction.

Accordingly, it is [*9]

ORDERED that Defendants' motion to dismiss pursuant to CPLR § 327(a) is granted.

Dated:August 21, 2013

ENTER:

/s/Melvin L. Schweitzer

J.S.C.