Steamfitters Local 449 Retirement Security Fund v. Badger Meter, Inc. — Entry #50: MEMORANDUM OF LAW in Support re: 49 MOTION to Transfer Case Defendants' Unopposed Motion to Transfer Venue to the United States District Court for the Eastern…

Case 1:26-cv-04660-VEC      Document 50     Filed 08/27/26   Page 1 of 15


                          UNITED STATES DISTRICT COURT
                         SOUTHERN DISTRICT OF NEW YORK


CITY PENSION FUND FOR FIREFIGHTERS
AND POLICE OFFICERS IN THE CITY OF
TAMPA,                                         Case No.: 1:26-cv-4660-VEC

            Plaintiff,
                                               MEMORANDUM OF LAW IN SUPPORT
v.                                             OF DEFENDANTS’ UNOPPOSED MOTION
                                               TO TRANSFER VENUE TO THE UNITED
                                               STATES DISTRICT COURT FOR THE
BADGER METER, INC., KENNETH C.                 EASTERN DISTRICT OF WISCONSIN
BOCKHORST, ROBERT A. WROCKLAGE,
AND DANIEL R. WELTZIEN,

            Defendants.


                                           Bryan B. House
                                           Harper F. Beck
                                           FOLEY & LARDNER LLP
                                           777 E. Wisconsin Avenue
                                           Milwaukee, WI 53202-5306
                                           Phone: 414.297.5554
                                           Email: [email protected]
                                                  [email protected]

                                           Counsel for Defendants Badger Meter, Inc.,
                                           Kenneth C. Bockhorst, Robert A. Wrocklage,
                                           and Daniel R. Weltzien


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                                                   TABLE OF CONTENTS

INTRODUCTION .......................................................................................................................... 1

BACKGROUND ............................................................................................................................ 2

ARGUMENT .................................................................................................................................. 4

A.        This Action Might Have Been Brought in the Eastern District of Wisconsin. ................... 4

B.        The Eastern District of Wisconsin is the Most Convenient and Appropriate Forum.......... 5

          1.         Convenience of the Witnesses Strongly Favors Transfer. ....................................... 6

          2.         The Locus of Operative Facts Strongly Favors Transfer. ....................................... 7

          3.         Convenience of the Parties Favors Transfer............................................................ 8

          4.         Plaintiff’s Choice of Forum is Entitled to Little Weight. ........................................ 8

          5.         The Location of Relevant Documents and Ease of Access to Sources of
                     Proof Favor Transfer. .............................................................................................. 9

          6.         Availability of Process to Compel Unwilling Witnesses Favors Transfer. ............. 9

          7.         The Relative Means Factor is Neutral. ................................................................. 10

CONCLUSION ............................................................................................................................. 10


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                                              TABLE OF AUTHORITIES

                                                                                                                           Page(s)

Cases

AIG Fin. Products Corp. v. Pub. Util. Dist. No. 1 of Snohomish Cnty., Wash.,
  675 F. Supp. 2d 354 (S.D.N.Y. 2009)......................................................................................... 6

Billing v. Commerce One, Inc.,
  186 F. Supp. 2d 375 (S.D.N.Y. 2002)......................................................................................... 7

Cadilla v. MFX Sols., Inc.,
  No. 20 CIV. 5966 (AKH), 2021 WL 1268339 (S.D.N.Y. Apr. 6, 2021) ................................... 9

Cont'l Cas. Co. v. Lockheed Martin Corp.,
  No. 23 CIV. 11147 (PAE), 2024 WL 3862189 (S.D.N.Y. Aug. 19, 2024) ................................ 4

Dagher v. Triangle Capital Corporation et al,
  No. 17-cv-09102-VEC, Dkt. 31 (S.D.N.Y. January 12, 2018) ................................................... 4

ESPN, Inc. v. Quiksilver, Inc.,
  581 F.Supp.2d 542 (S.D.N.Y.2008)............................................................................................ 6

Garity v. Tetraphase Pharmaceuticals Inc.,
  No. 1:18-CV-06797 (ALC), 2019 WL 2314691 (S.D.N.Y. May 30, 2019)....................... 7, 8, 9

In re ChannelAdvisor Corp. Sec. Litig.,
   No. 15-CV-506 AJN, 2015 WL 4064625 (S.D.N.Y. July 2, 2015)............................................ 6

In re Collins & Aikman Sec. Litig.,
   438 F.Supp.2d 392 (S.D.N.Y. 2006)......................................................................................... 10

In re Energy Transfer Sec. Litig.,
   No. 22 CIV. 4614 (AKH), 2022 WL 17477854 (S.D.N.Y. Nov. 7, 2022) ................................. 8

In re Hanger Orthopedic Group, Inc. Sec. Litig.,
   418 F. Supp. 2d 164 (E.D.N.Y. 2006) ........................................................................................ 4

Myers v. Doe,
 No. 9:04 Civ. 0270, 2006 WL 3392692 (N.D.N.Y. Nov. 22, 2006) .......................................... 6

N.Y. Marine & Gen. Ins. Co. v. Lafarge N. Am., Inc.,
  599 F.3d 102 (2d Cir. 2010)........................................................................................................ 6

Nosirrah Mgmt., LLC v. EVmo, Inc.,
  No. 21 CIV. 10529 (AT), 2023 WL 35028 (S.D.N.Y. Jan. 4, 2023) .................................. 4, 5, 8


                                                                  ii


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Steck v. Santander Consumer USA Holdings Inc.,
   No. 14-CV-6942 JPO, 2015 WL 3767445 (S.D.N.Y. June 17, 2015)........................................ 6

Student Advantage, Inc. v. Int'l Student Exch. Cards, Inc.,
  No. 00 CIV. 1971 (AGS), 2000 WL 1290585 (S.D.N.Y. Sept. 13, 2000) ................................. 4

Yang v. Arora Hosp. LLC,
  No. 23-CV-1007-JPS, 2024 WL 865820 (E.D. Wis. Feb. 29, 2024) ......................................... 5

ZPC 2000, Inc. v. SCA Group, Inc.,
  86 F.Supp.2d 274 (S.D.N.Y.2000) ............................................................................................. 7

Statutes

15 U.S.C. § 78u-4(b)(3)(B) ............................................................................................................. 4

28 U.S.C. § 1404(a) ............................................................................................................... passim


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       Pursuant to 28 U.S.C. § 1404(a), Defendants Badger Meter, Inc. (“Badger Meter” or the

“Company”), Kenneth C. Bockhorst (“Bockhorst”), Robert A. Wrocklage (“Wrocklage”), and

Daniel R. Weltzien (“Weltzien”) (Bockhorst, Wrocklage and Weltzien, collectively the “Individual

Defendants” and, together with the Company, the “Defendants”), by their counsel, move this Court

for an order transferring this action from the United States District Court for the Southern District

of New York (“this District”) to the United States District Court for the Eastern District of

Wisconsin. Lead Plaintiff City Pension Fund for Firefighters and Police Officers in the City of

Tampa does not oppose Defendants’ Motion.

                                        INTRODUCTION

       This putative securities class action should be transferred to the Eastern District of

Wisconsin. Badger Meter is headquartered in Milwaukee, Wisconsin, and the Individual

Defendants’ alleged conduct arises from their work there. The statements challenged in the

Complaint were prepared in, and issued from, the Eastern District of Wisconsin, the relevant

witnesses are located there, and the pertinent documents and sources of proof are maintained there.

By contrast, this District’s only real connection to this case is that Badger Meter’s stock trades on

the New York Stock Exchange.

       Newly appointed Lead Plaintiff likewise has no connection to this District. The City

Pension Fund for Firefighters and Police Officers in the City of Tampa is a Florida public pension

fund based in Tampa. Thus, this case is not being litigated in Plaintiff’s home forum, and Plaintiff’s

forum choice—to the extent it has a preference—is entitled to little weight. Moreover, while

Plaintiff does not join this Motion, it has represented that it does not oppose the Defendants’ request

to transfer this action to the Eastern District of Wisconsin.


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       Because this action could have been brought in the Eastern District of Wisconsin, and

because that district is plainly the center of gravity of the dispute, transfer under 28 U.S.C. §

1404(a) is warranted.

                                        BACKGROUND

       On June 2, 2026, Steamfitters Local 449 Retirement Security Fund filed this putative

securities class action in the Southern District of New York alleging violations of the Securities

Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5 promulgated thereunder, as

amended by the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). (Dkt. 1, Compl.

¶ 1.) The Complaint purports to assert claims on behalf of a class of persons and entities that

purchased or otherwise acquired Badger Meter common stock between April 18, 2024 and April

16, 2026. (Id.) On August 13, 2026, the Court appointed the City Pension Fund for Firefighters

and Police Officers in the City of Tampa as lead plaintiff (“Lead Plaintiff”). (Dkt. 45.)

       Badger Meter is a Wisconsin corporation with its principal executive offices in Milwaukee,

Wisconsin. (Dkt. 1, Compl. ¶ 18; Declaration of William Bergum in Support of Defendants’

Motion to Transfer Venue (“Decl.”) ¶ 3.) Badger Meter manufactures and sells flow measurement

and control devices, including water meters and advanced metering infrastructure solutions. (Dkt.

1, Compl. ¶ 2.) The Company’s core management, finance, accounting, legal, investor relations,

and operational functions are based in Milwaukee. (Decl. ¶ 4.)

       The Individual Defendants are current Badger Meter officers whose alleged conduct arises

entirely from their roles at the Company’s Milwaukee headquarters. Bockhorst served as Badger

Meter’s Chief Executive Officer at all relevant times; Wrocklage served as Chief Financial Officer

during most of the putative class period and later as Executive Vice President – North American

Municipal Utility; and Weltzien has served as Chief Financial Officer since January 1, 2026. (Dkt.


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1, Compl. ¶¶ 19–21.) The Individual Defendants reside in the Eastern District of Wisconsin and

worked primarily from the Company’s Milwaukee headquarters during the relevant period, and

the earnings releases, SEC filings, and earnings call statements challenged in the Complaint were

prepared, reviewed, and approved at the Company’s principal executive offices in Milwaukee.

(Decl. ¶ 8.)

       The Complaint’s claims center on Badger Meter’s internal sales trends, backlog, project

timing, demand conditions, forecasting, and financial reporting. (See Dkt. 1, Compl. ¶¶ 3-6.) The

employees with knowledge of those subjects—including finance personnel, accounting personnel,

investor relations personnel, sales and operations employees, and executive management—are

located primarily in the Eastern District of Wisconsin. (Decl. ¶ 10.) Badger Meter’s relevant books

and records, including internal sales data, backlog information, financial reports, earnings

materials, and other documents bearing on the allegations in the Complaint, are likewise

maintained in the Eastern District of Wisconsin. (Decl. ¶ 9.)

       By contrast, Badger Meter has no meaningful connection to this District. The Company is

not headquartered in this District and does not maintain offices in this District. (Decl. ¶ 11.) The

Complaint alleges no connection to this District other than the fact that Badger Meter’s common

stock trades on the New York Stock Exchange. (Compl. ¶ 15.)

       Lead Plaintiff is a Florida public pension fund located in Tampa, Florida with no apparent

connection to this District.

       This case remains in its early stages. No answer or motion to dismiss has been filed, no

discovery has commenced, and no merits-related proceedings have occurred. Because this action

is a PSLRA securities case, discovery is stayed pending resolution of any forthcoming motion to


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dismiss. See 15 U.S.C. § 78u-4(b)(3)(B). As a result, the Case Management Conference has been

deferred until after a ruling on an expected motion to dismiss. (Dkt. 10.)

                                          ARGUMENT

       Under 28 U.S.C. § 1404(a), the Court may transfer this action “to any other district or

division where it might have been brought.” “Section 1404(a)’s goals are to prevent waste of time,

energy and money and to protect litigants, witnesses and the public against unnecessary

inconvenience and expense.” Cont'l Cas. Co. v. Lockheed Martin Corp., No. 23 CIV. 11147 (PAE),

2024 WL 3862189 at *4 (S.D.N.Y. Aug. 19, 2024) (citation and internal quotation marks omitted).

“In deciding a motion to transfer, the court must determine: (1) whether the action could have been

brought in the venue suggested by the movant, and (2) whether the balance of convenience and

justice favors transfer.” Nosirrah Mgmt., LLC v. EVmo, Inc., No. 21 CIV. 10529 (AT), 2023 WL

35028 at *2 (S.D.N.Y. Jan. 4, 2023) (internal quotations omitted). While courts are not required to

transfer securities-fraud actions to the district where the issuer is headquartered, “such transfers

are routine.” In re Hanger Orthopedic Group, Inc. Sec. Litig., 418 F. Supp. 2d 164, 168 (E.D.N.Y.

2006) (collecting authorities); see also Dagher v. Triangle Capital Corporation et al, No. 17-cv-

09102-VEC, Dkt. 31 (S.D.N.Y. January 12, 2018) (order granting motion to transfer venue).

       A.      This Action Might Have Been Brought in the Eastern District of Wisconsin.

       Because this case might have been brought in the Eastern District of Wisconsin, the

threshold requirement for transfer is plainly met. “An action ‘might have been brought’ in another

forum if the transferee forum would have had personal jurisdiction over the defendant at the time

the action was commenced and if venue properly lies there.” Student Advantage, Inc. v. Int'l

Student Exch. Cards, Inc., No. 00 CIV. 1971 (AGS), 2000 WL 1290585 at *6 (S.D.N.Y. Sept. 13,


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2000). Venue and personal jurisdiction would have been and remain proper in the Eastern District

of Wisconsin.

       Badger Meter is a Wisconsin corporation with its principal executive offices in Milwaukee,

Wisconsin. (Dkt. 1, Compl. ¶ 18; Decl. ¶ 3.) The Company is therefore subject to personal

jurisdiction there. See, e.g., Yang v. Arora Hosp. LLC, No. 23-CV-1007-JPS, 2024 WL 865820 at

*3 (E.D. Wis. Feb. 29, 2024). The Individual Defendants’ alleged conduct arises entirely from their

roles as Badger Meter officers working from the Company’s Milwaukee headquarters. (Dkt. 1,

Compl. ¶¶ 19–21; Decl. ¶¶ 5-7.) They likewise are subject to personal jurisdiction in the Eastern

District of Wisconsin based on their residence and the alleged conduct giving rise to the

Complaint’s claims. See Yang, 2024 WL 865820 at *3.

       Venue also would have been (and continues to be) proper in the Eastern District of

Wisconsin because a substantial part of the alleged events or omissions giving rise to the claims

occurred there. The Complaint alleges violations of the Securities Exchange Act of 1934 in

connection with Badger Meter’s internal sales trends, backlog, project timing, demand conditions,

forecasting, and financial reporting. Those matters were managed and analyzed from Milwaukee,

and the public statements challenged in the Complaint were prepared and issued from there. (Decl.

¶¶ 4, 8-10.) In sum, the Eastern District of Wisconsin is not merely a permissible forum; it is the

natural forum for this action.

       B.       The Eastern District of Wisconsin is the Most Convenient and Appropriate
                Forum.

       The second element of the Section 1404(a) analysis is “whether the balance of convenience

and justice favors transfer.” Nosirrah Mgmt., 2023 WL 35028 at *2. To answer that question, courts

consider factors such as: “(1) the plaintiff's choice of forum, (2) the convenience of witnesses, (3)

the location of relevant documents and relative ease of access to sources of proof, (4) the


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convenience of parties, (5) the locus of operative facts, (6) the availability of process to compel

the attendance of unwilling witnesses, and (7) the relative means of the parties.” N.Y. Marine &

Gen. Ins. Co. v. Lafarge N. Am., Inc., 599 F.3d 102, 112 (2d Cir. 2010). “While all of these factors

are relevant to the analysis, ‘[t]he core determination to be made under section 1404(a) involves

identifying the center of gravity of the litigation; a key component of that inquiry is focused upon

the convenience of witnesses.’” AIG Fin. Products Corp. v. Pub. Util. Dist. No. 1 of Snohomish

Cnty., Wash., 675 F. Supp. 2d 354, 368 (S.D.N.Y. 2009) (quoting Myers v. Doe, No. 9:04 Civ. 0270,

2006 WL 3392692, at *2 (N.D.N.Y. Nov. 22, 2006)). Courts routinely transfer securities class

action cases to the issuer’s district “given the location of material witnesses and the locus of

operative facts[.]’” In re ChannelAdvisor Corp. Sec. Litig., No. 15-CV-506 AJN, 2015 WL

4064625 at *4 (S.D.N.Y. July 2, 2015). Because all factors either weigh in favor of transfer or are

neutral, the Court should transfer this action to the Eastern District of Wisconsin.

               1.      Convenience of the Witnesses Strongly Favors Transfer.

       “Courts have often noted that ‘[c]onvenience of both the party and non-party witnesses is

probably the single-most important factor in the analysis of whether transfer should be

granted.’” In re ChannelAdvisor, 2015 WL 4064625 at *2 (quoting ESPN, Inc. v. Quiksilver, Inc.,

581 F.Supp.2d 542, 547 (S.D.N.Y. 2008)). In securities class actions, courts presume the key

witnesses are officers and employees of the corporate issuer who participated in drafting or

distributing the challenged statements. See, e.g., Steck v. Santander Consumer USA Holdings Inc.,

No. 14-CV-6942 JPO, 2015 WL 3767445 at *3 (S.D.N.Y. June 17, 2015).

       Here, none of the likely witnesses reside in this District and most, if not all, of the potential

witnesses reside in the Eastern District of Wisconsin. The Individual Defendants are the “key

witnesses” in this case. Each of them resides in the Eastern District of Wisconsin. (Decl. ¶¶ 5-7.)

Other potential witnesses could include Badger Meter employees in finance, accounting, sales, or


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operations who have knowledge concerning the subjects alleged in the Complaint. Those potential

witnesses also are predominantly located in Wisconsin. (Decl. ¶ 10.)

       Requiring Badger Meter’s executives and employees to travel repeatedly to New York for

proceedings in a case that concerns Wisconsin operations would impose unnecessary burden and

expense and would disrupt the Company’s business. This is particularly true where none of the

potential witnesses reside in this District. This factor therefore weighs heavily in favor of transfer.

               2.      The Locus of Operative Facts Strongly Favors Transfer.

       “The location of the operative events is a ‘primary factor’ in determining a § 1404(a)

motion to transfer.” Billing v. Commerce One, Inc., 186 F. Supp. 2d 375, 377 (S.D.N.Y. 2002)

(quoting ZPC 2000, Inc. v. SCA Group, Inc., 86 F.Supp.2d 274, 279 (S.D.N.Y. 2000)). Here,

everything of consequence alleged in the Complaint occurred in the Eastern District of Wisconsin.

The Complaint challenges Badger Meter’s public statements concerning customer demand, order

pacing, backlog conversion, project timing, growth prospects, and financial results. (Compl. ¶¶ 3–

6, 29–65.) Those statements were prepared, reviewed, approved, and issued from the Company’s

headquarters in Milwaukee. (Decl. ¶ 8.) The Complaint’s allegations that Defendants purportedly

knew contrary information about Badger Meter’s internal demand trends, project timing, customer

ordering behavior, and financial outlook are also subjects rooted in the Company’s operations and

management in the Eastern District of Wisconsin. (Decl. ¶¶ 4, 9-10.)

       In contrast, the Complaint alleges no operative facts occurring in this District. Its only

asserted connection to this District is that Badger Meter common stock trades on the NYSE and

that the alleged misstatements purportedly were disseminated in this District. (Compl. ¶ 15.) That

does not justify retaining the case in this District. In securities class action cases, the operative

facts are not where stock traded or where investors happened to receive public statements, but

rather where the challenged statements were created and issued. See Garity v. Tetraphase


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Pharmaceuticals Inc., No. 1:18-CV-06797 (ALC), 2019 WL 2314691 at *4 (S.D.N.Y. May 30,

2019).

         Because the conduct at issue arose from Badger Meter’s headquarters and corporate

operations in Milwaukee, the locus of operative facts strongly favors transfer to the Eastern District

of Wisconsin.

                3.      Convenience of the Parties Favors Transfer.

         The convenience of the parties also favors transfer. Badger Meter is headquartered in

Milwaukee, and the Individual Defendants’ alleged conduct arises entirely from their work there.

(Compl. ¶¶ 18–21; Decl. ¶¶ 3, 5-7.) The Eastern District of Wisconsin is the forum in which the

Individual Defendants live or work and from which the events at issue arose. Litigating in the

Eastern District of Wisconsin would therefore be substantially more convenient for Defendants

than litigating in this District. See In re Energy Transfer Sec. Litig., No. 22 CIV. 4614 (AKH), 2022

WL 17477854 at *2-3 (S.D.N.Y. Nov. 7, 2022). By contrast, Lead Plaintiff is a Florida public

pension fund located in Tampa, Florida with no apparent connection to this District. On these facts,

Lead Plaintiff cannot plausibly contend that this District is uniquely convenient in a way that

outweighs the substantial burden imposed on Defendants by litigating far from their home district.

And, importantly, Lead Plaintiff does not oppose Defendants’ request to transfer this case to the

Eastern District of Wisconsin.

                4.      Plaintiff’s Choice of Forum is Entitled to Little Weight.

         Although a plaintiff’s choice of forum ordinarily receives some deference, it is entitled to

diminished weight here for multiple reasons. First, as discussed above, Lead Plaintiff is not a New

York resident and has no apparent connection to this District. Where the chosen forum is not the

plaintiff’s home forum, the plaintiff’s choice is entitled to reduced deference. See Nosirrah Mgmt.,

2023 WL 35028 at *3. That is especially so where, as here, the forum lacks a material connection


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to the underlying events alleged in the complaint. Id. Second, this is a putative securities class

action on behalf of a geographically dispersed class of investors. In such actions, courts routinely

afford reduced weight to the plaintiff’s forum choice because the case is not a localized dispute

and the putative class members are spread across the country. See Garity, 2019 WL 2314691 at *2

(collecting cases). Finally, Lead Plaintiff does not oppose Defendants’ request to transfer this case

to the Eastern District of Wisconsin.

                5.      The Location of Relevant Documents and Ease of Access to Sources of
                        Proof Favor Transfer.

        The location of relevant documents and sources of proof also favors transfer. The records

relevant to the Complaint’s allegations are maintained in the Milwaukee area. (Decl. ¶ 9.) The

custodians of those records are likewise located primarily in the Milwaukee area. (Decl. ¶ 10.)

New York, by contrast, is not the location of any material body of documentary evidence. While

in the modern age of electronically stored documents this factor does not hold as much weight as

it once did, courts still “have found this factor to weigh in favor of transfer to the corporate issuer’s

home forum in securities class actions.” Garity, 2019 WL 2314691 at *3.

                6.      Availability of Process to Compel Unwilling Witnesses Favors
                        Transfer.

        The availability of compulsory process also favors transfer. To the extent any relevant non-

party witnesses are needed for trial—including former Company employees or other persons with

knowledge of the Company’s internal operations and disclosures—those witnesses are far more

likely to be located in Wisconsin than in New York. The Eastern District of Wisconsin is therefore

better positioned to compel the attendance of such witnesses at trial, if necessary. See Cadilla v.

MFX Sols., Inc., No. 20 CIV. 5966 (AKH), 2021 WL 1268339 at *3 (S.D.N.Y. Apr. 6, 2021).


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                7.      The Relative Means Factor is Neutral.

        The relative means of the parties is neutral. Lead Plaintiff is a sophisticated institutional

investor represented by experienced counsel. Lead Plaintiff also does not have any special need to

litigate in this District, given that it is located in Florida and not in this District. There is no reason

to believe that Lead Plaintiff’s financial situation suggests that litigating in Wisconsin, rather than

New York, would “meaningfully impede its ability to litigate this case.” See In re Collins & Aikman

Sec. Litig., 438 F.Supp.2d 392, 397 (S.D.N.Y. 2006).

        In sum, every meaningful Section 1404(a) consideration points in the same direction: this

action should proceed in the Eastern District of Wisconsin, where it could have been brought and

where convenience and justice are best served.

                                            CONCLUSION

        For these reasons, this Court should grant Defendants’ motion and enter an order

transferring venue to the United States District Court for the Eastern District of Wisconsin.


Dated: August 27, 2026                                   Respectfully submitted,


                                                         /s/ Bryan B. House
                                                         Bryan B. House
                                                         Harper F. Beck
                                                         FOLEY & LARDNER LLP
                                                         777 E. Wisconsin Avenue
                                                         Milwaukee, WI 53202-5306
                                                         Phone: 414.297.5554
                                                         Email: [email protected]
                                                                 [email protected]

                                                         Counsel for Defendants Badger Meter, Inc.,
                                                         Kenneth C. Bockhorst, Robert A. Wrocklage,
                                                         and Daniel R. Weltzien


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                  CERTIFICATION OF WORD-COUNT COMPLIANCE

       Consistent with Judge Caproni’s Individual Rules of Practice in Civil Cases, Rule 4(B)(i),

the undersigned hereby certifies that the foregoing brief contains 2,940 words and thus complies

with the applicable word limit.


                                                    /s/ Bryan B. House


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