No. 95-1308 In the Supreme Court of the United States OCTOBER TERM, 1995 V-1 OIL COMPANY, INC., D/B/A V-1 PROPANE, PETITIONER v. UNITED STATES OF AMERICA ON PETITION FOR A WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT BRIEF FOR THE UNITED STATES IN OPPOSITION DREW S. DAYS, III Solicitor General FRANK W. HUNGER Assistant Attorney General NANCY E. McFADDEN General Counsel PAUL M. GEIER Assistant General Counsel for Litigation Department of Transportation Washington, D.C. 20590 DANIEL CAREY SMITH Assistant Chief Counsel BILLIE STULTZ Deputy Assistant Chief Counsel JONATHAN L. KAPLAN Trial Attorney Federal Railroad Administration Washington, D.C. 20590 WILLIAM KANTER JOHN F. DALY Attorneys Department of Justice Washington, D.C. 20530 (202)514-2217 ---------------------------------------- Page Break ---------------------------------------- QUESTIONS PRESENTED 1. Whether the system of warrantless regulatory inspections of property and records provided by the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq. (HMTA), comports with the Fourth Amendment. 2. Whether the district court properly enjoined petitioner to comply with searches under the HMTA. (I) ---------------------------------------- Page Break ---------------------------------------- TABLE OF CONTENTS Page Opinions below . . . . 1 Jurisdiction . . . . 1 Statement . . . . 2 Argument . . . . 7 Conclusion . . . . 14 TABLE OF AUTHORITIES Cases: Colonnade Catering Corp. v. United States, 397 U. S. 72(1970) . . . . 8 Donovan v. Dewey, 452 U. S. 594 (1981 ) . . . . 9, 10 Lesser v. Espy, 34 F.3d 1301(7th Cir. 1994) . . . . 13 New York v. Burger, 482 U. S. 691 (1987) . . . . 6, 7, 8 9, 10, 11, 13 S & S Pawn Shop) Inc. v. Del City, 947 F.2d 432 (l0th Cir. 1991) . . . . 11, 13 See v. City of Seattle, 387 U. S. 541 (1967) . . . . 7 United States v. Biswell, 406 U. S. 311(1972) . . . . 7, 8, 10 United States v. Salerno, 481 U. S. 739 (1987) . . . . 12 Constitution, statutes and regulations: U.S. Const. Amend. IV . . . . 6, 7, 8, 10, 12, 14 Act of July 5, 1994, Pub. L. No. 103-272, 108 Stat. 745 . . . . 2 6(a), 108 Stat. 1378 . . . . 2 7(b). 108 Stat. 1379 . . . . 2 Hazardous Liquid Pipeline Safety Act of 1979, Pub. L. No.96-129, 216(b), 93 Stat. 1015 . . . . 2 Hazardous Materials Transportation Act, 49 U.S.C. 18O1 et seq . . . . 2 49 U. S.C. App.1802(11) (1988 & Supp. V 1993) . . . 11 49 U. S. C. App. 1802(15) (1988 & Supp. V 1993) . . . 3 49 U. S. C. App.1803-1805 (1988 & Supp. V 1993) . 2 49 U. S. C. App. 1808 (1988 & Supp. V 1993) . . . . 3 49 U.S.C App. 1808(c) (1988) . . . . 3, 11-12, 13 49 U. S. C. App. 1808(c)(l) (1988) . . . . 3 (III) ---------------------------------------- Page Break ---------------------------------------- IV Statutes and regulations Continued: Page 49 U.S.C. App. 1810(a) (1988) . . . .5 Transportation of Explosives Act, ch. 234, 35 Stat. 554 . . . .2 Transportation Safety Act of 1974, Pub. L. No. 93- 633,88 Stat. 2156 . . . .2 18 U.S.C. 831-835 (1976) (repealed) . . . .2 49 U.S.C. 5101-5127 . . . . 2 49 C. F. R.: Pt. 1: Section 1.49(s)(1) . . . . 4 Pt. 107 . . . . 3-4 Pts. 171-180 . . . . 3-4 Pt. 172 Section 172.101 . . . .4 Section 172.200-172.204 . . . .4 Section 172.330(a)(1)(i) . . . .4 Pt. 173: Section 173.2 . . . . 4 Section 173.2a . . . .4 Section 173.29 . . . . 4, 5 Section 173.31 . . . . 4 Pt. 174 . . . . 4 Section 174.59 . . . . 4 Section 174.67 . . . . 4 Miscellaneous: H.R. Rep. No. 1083, 93d Cong., 2d Sess. (1974) . . . .9 ------------------------------------ Page Break ---------------------------------------- In the Supreme Court of the United States OCTOBER TERM, 1995 No. 95-1308 V-1 OIL COMPANY, INC., D/B/A V-1 PROPANE, PETITIONER v. UNITED STATES OF AMERICA ON PETITION FOR A WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT BRIEF FOR THE UNITED STATES IN OPPOSITION OPINIONS BELOW The opinion of the court of appeals (Pet. App. 2a- 14a) is reported at 63 F.3d 909. The order and judg- ment of the district court (Pet. App. 16a-32a, 33a-34a) are unreported. JURISDICTION The judgment of the court of appeals (Pet. App. 15a) was entered on August 24, 1995. A petition for re- hearing was denied on November 1, 1995. Pet. App. la. The petition for a writ of certiorari was filed on January 30, 1996. The jurisdiction of this Court is invoked under 28 U.S.C. 1254(1). (1) ---------------------------------------- Page Break ---------------------------------------- 2 STATEMENT 1. In 1975, Congress enacted the Hazardous Ma- terials Transportation Act, 49 U.S.C. 1801 et seq. (HMTA or Act), in order "to protect the Nation adequately against the risks to life and property which are inherent in the transportation of hazardous materials in commerce." 49 U.S.C. App. 1801 (1988); see Pub. L. No. 93-633, 88 Stat. 2156. 1 Although congressional efforts .to control the transportation of dangerous materials, especially by rail, date back to the early part of this century, 2 the HMTA provides a comprehensive regulatory scheme affecting the transportation of such materials in commerce, by all modes of transportation. It empowers the Secretary of Transportation to designate various dangerous substances as "hazardous materials," and to promul- gate regulations regarding their transportation and handling. 49 U.S.C. App. 1803-1805 (1988 & Supp. V 1993). The Secretary is also specifically authorized to conduct investigations, require the maintenance and submission of reports and records, and conduct ___________________(footnotes) 1 During the pendency of this action, Congess remodified a number of federal transportation laws, including the HMTA, which now appears at 49 U.S.C. 5101-5127. See Pub. L. No. 103- 272, 108 Stat. 745 (1994). As the court of appeals noted, however, that recodification does not make substantive changes in the affected laws, and is in any event not applicable to actions commenced prior to its enactment. Pet. App. 8a n. 1; Pub. L. No. 103-272, 6(a), 7(b), 108 Stat. 1378-1379. Like the court of appeals and petitioner, we cite herein to the pre-1994 codification. 2 See Transportation of Explosives Act, ch. 234, 35 Stat. 554 (1908); 18 U.S.C. 831-835 (1976) (repealed by Pub. L. No. 96- 129, 216(b), 93 Stat. 1015 (1979)). ---------------------------------------- Page Break ---------------------------------------- 3 inspections. 49 U.S.C. App. 1808 (1988 & Supp. V 1993). Of particular significance to this case, the Act pro- vides: The Secretary may authorize any officer, em- ployee, or agent to enter upon, inspect, and exa- mine, at reasonable times and in a reasonable manner, the records and properties of persons to the extent such records and properties relate to - * * * * * (2) the transportation or shipment by any person of hazardous materials in com- merce. Any such officer, employee, or agent shall, upon request, display proper credentials. 49 U.S.C. App. 1808(c) (1988). Section 1808(c) thus authorizes inspections, without notice or warrant, "to the extent" that the property or records at issue relate to the particular activities to which the Act is addressed-e.g., the transportation of hazardous ma- terials in commerce! The statute defines "trans- portation" to include any movement of hazardous materials, including loading, unloading, and incidental storage. 49 U.S.C. App. 1802(15) (1988 & Supp. V 1993). The Secretary has promulgated extensive regu- lations to implement the HMTA, see 49 C.F.R. Pts. ___________________(footnotes) 3 The other clause of Section 1808(c), not pertinent here, authorizes similar inspections with respect to the manufacture or maintenance of containers for use in the transportation of hazardous materials in commerce. 49 U.S.C. App. 1808(c)(1) (1988). ---------------------------------------- Page Break ---------------------------------------- 4 107, 171-180, including regulations specific to car- riage by rail. 49 C.F.R Pt. 174. The Secretary has delegated to the Federal Railroad Administration (FRA) responsibility for administering the HMTA and all regulations issued under it insofar as they apply to transportation by rail, including carrying out inspections of records or property relating to the transportation of hazardous materials by rail. 49 C.F.R. 1.49(s)(1). Several of the Secretary's regu- lations are pertinent to this case. First, in accord- ance with the statutory definition of "transporta- tion," the regulations make clear that the process of unloading a railroad tank car filled with hazardous materials is subject to the Act's requirements. See, e.g., 49 C.F.R. 174.67, The regulations also address the situation of containers (including railroad tank cars) that may contain residual amounts of hazardous materials. 49 C.F.R. 1.73.29. Although some special provisions are made for such containers, they generally remain subject to the Act and regulations. Ibid. Insofar as property or records relate to rail transportation of hazardous materials, FRA in- spectors are responsible for inspecting for compli- ance with all aspects of the requirements of the Act and regulations, including the adequacy of packaging, marking, and labeling the procedures used in loading and unloading, the securing of container closures, and the documentation of-hazardous materials shipments. See, e.g., 49 C.F.R. 172.200-172.204, 172.330(a)(1)(i), 173.31, 174.59, 174.67. 2. Petitioner is a dealer in liquefied petroleum gas (propane) and is active in several western States. Pet. 3-4. Propane is a highly hazardous material, classified as a flammable gas under the HMTA. 49 C. F.R. 173.2, 173.2a, 172.101. Petitioner receives rail ---------------------------------------- Page Break ---------------------------------------- 5 tank cars of propane from suppliers, which it unloads into its own storage facilities. CAER 195-196.4 It then sends the unloaded cars-which contain residual amounts of propane-back to the original shipper. Both of those activities are subject to the HMTA and the regulations promulgated thereunder the receipt and unloading of the rail tank cars constitutes "transportation," and the return of the unloaded cars is subject to regulatory requirements, such as that the cars be properly sealed and marked and that the shipments be properly documented. See 49 C.F.R. 173.29. On one occasion in 1990, and three occasions from 1992 and 1993, FRA inspectors attempted to conduct unannounced inspections of petitioner's facilities. Pet. App. 5a-6a. Each time, petitioner refused per- mission to conduct an immediate inspection, indicat- ing that it would permit inspection only after FRA officials completed a form developed by petitioner,5 after which petitioner would, if it "approved" the request, schedule an inspection. Ibid. 3. In August 1993, the United States brought suit against petitioner pursuant to 49 U.S.C. App. 1810(a) (1988), which authorizes district courts to enter injunctive `or other relief to remedy violations of the Act. The district court first entered a preliminary injunction, requiring petitioner to submit to war- ___________________(footnotes) 4 "CAER" refers to the Excerpts of Record filed by peti- tioner in the court of appeals. 5 Petitioner's form, which the district court described as being "couched in noticeably combative terms," required FRA inspectors to identify the purpose of the inspection, to describe their qualifications for performing the inspection, and to "read aloud" the provision of law authorizing the inspection. See Pet. App. 19a & n.2; id. at 5a-6a; CAER 202. ---------------------------------------- Page Break ---------------------------------------- 6 rantless, unannounced inspections. Pet. App. 35a-47a. Pursuant to that injunction, FRA personnel conducted inspections of petitioner's facilities, which revealed a number of deficiencies in its operations. CAER 225-228, 266-269. 6 The district court later granted the United States' motion for summary judg- ment, holding that the HMTA provides authority for warrantless inspections, Pet. App. 19a n.1, 7 that such inspections comport with the Fourth Amendment, Pet. App. 22a-28a, and that petitioner's continued refusal to comply with the HMTA, along with the interest in public safety, justified permanent injunctive relief. Id. at 28a-30a. The court of appeals affirmed, holding, based on New York v. Burger, 482 U.S. 691 (1987), that war- rantless inspections by the FRA pursuant to the HMTA comport with the Fourth Amendment. Pet. App. 2a-14a. The court first rejected petitioner's claim that it is not part of the "railroad industry," holding that petitioner's involvement in the rail transportation of propane places it within a per- vasively regulated industry. Id. at 7a. The court next applied Burger's three-part test for evaluating the validity of warrantless regulatory searches. It held that the first two prongs of the test are "easily satisfied," because the underlying regulatory scheme advances the "substantial governmental interest" in protecting life and property from dangers associated ___________________(footnotes) 6 Certain of the cited pages (CAER 225-227) are also re- produced as Pet. App. I, in the "Lodging Appendix" sub mitted by petitioner. 7 Petitioner has not challenged that statutory inter- pretation, either before the court of appeals or in its petition for review by this Court. ---------------------------------------- Page Break ---------------------------------------- 7 with the transportation of hazardous materials, and because unannounced inspections are necessary to "reasonably ensure that the statute is satisfactorily en forced." Ibid. (citing United States v. Biswell, 406 U.S. 311 (1972)). The court also held that the HMTA's inspection program satisfies the final prong of the Burger test, because it provides notice to entities such as petitioner that they are subject to periodic inspections, and because it reasonably limits the time, place, and scope of inspections. Pet. App. 7a- 9a. Finally, the court held that the district court had not abused its discretion in entering permanent injunctive relief. Id. at 9a-10a. 8 ARGUMENT The court of appeals correctly applied the Fourth Amendment standards governing inspections of busi- nesses in a closely regulated industry that this Court set out in New York v. Burgey, 482 U.S. 691 (1987). Its decision does not conflict with any other reported decision; rather, as petitioner concedes (Pet. 3, 6), the application of Burger to inspections under the HMTA presents a question of "first impression." Nor does petitioner offer any other reason why this Court's re- view is warranted. 1. The Fourth Amendment's prohibition against unreasonable searches and seizures applies not only to individuals and private residences, but also to corporations and places of business. See See v. City of Seattle, 387 U.S. 541 (1967). As this Court has re- ___________________(footnotes) 8 Judge Noonan dissented. Judge Noonan was of the view that the HMTA scheme does not afford sufficient "certainty and regularity" in light of the large number of potentially hazardous materials and in light of what he believed to be the infrequency of FRA inspections, Pet. App. 10a-14a. ---------------------------------------- Page Break ---------------------------------------- 8 cognized, however, although searches of residences ordinarily must proceed pursuant to a search war- rant, the Fourth Amendment does not necessarily require a duly-authorized governmental agency to obtain a warrant to inspect a regulated business. See United States v. Biswell, 406 US. 311, 316 (1972); Colonnade Catering Corp.v. United States, 397 U.S. 72, 76 (1970}. That is because, "[w]hen a [person] chooses to engage in [a] pervasively regulated business * * * , he does so with the knowledge that his business records [and facilities] will be subject to effective inspection." Biswell, 406 U.S. at 316. In Burger, this Court synthesized its earlier de- cisions involving regulatory searches and held that such a search comports with the Fourth Amendment where the business in question is part of a "closely regulated" industry, 482 U.S. at 702, and where three criteria are met: First, there must be a `substantial' government interest that informs the regulatory scheme, pur- suant to which the inspection is made. * * * * * "Second, the warrantless inspections must be necessary to further [the] regulatory scheme.' * * * * * Finally, `the statute's inspection program, in terms of the certainty and regularity of its appli- cation, [must] provide a constitutionally adequate substitute for a warrant.' In other words, the regulatory statute must perform the two basic functions of a warrant: it must advise the owner of ---------------------------------------- Page Break ---------------------------------------- 9 the commercial premises that the search is being made pursuant to the law and has a properly defined scope, and it must limit the discretion of the inspecting officers. 482 U.S. at 702-703 (quotations and citations omitted); see Donovan v. Dewey, 452 U.S. 594, 600 (1981) (regulatory inspection programs are reasonable where "Congress has reasonably determined that warrantless searches are necessary to further a regulatory scheme and the federal regulatory presence is sufficiently comprehensive and defined that the owner of commercial property cannot help but be aware that his property will be subject to periodic inspections undertaken for specific pur- poses"). As the court of appeals held, those standards were met in this case. Petitioner was plainly involved in a pervasively regulated industry-the transportation of liquid propane-and thus, as the court of appeals observed (Pet. App. 7a), "has a reduced expectation of privacy because it transports, stores, and sells propane gas." Moreover, there is no serious question that ensuring the safe transportation of explosive or otherwise hazardous materials represents a "sub- stantial government interest," Burger, 482 U.S. at 702. Congress enacted the HMTA in response to a series of catastrophic hazardous materials accidents, including accidents involving rail transportation. See H.R. Rep. No. 1083, 93d Cong., 2d Sess. 15-16 (1974). Also unavailing is petitioner's claim (Pet. 15-16) that unannounced inspections are "not necessary to the regulatory scheme," the second criterion under Burger. As this Court has explained, that criterion does not require that warrantless searches be ab- ---------------------------------------- Page Break ---------------------------------------- 10 solutely essential in order for the regulatory scheme to have' any efficacy, but instead is satisfied where the regulatory program could be " `frustrate[d]'" and be undermined as an " `effective and * * * credible deterrent'" absent unannounced warrantless inspec- tions. Burger, 482 U.S. at 710 (quoting Donovan v. Dewey, 452 U.S. at 600); Biswell, 406 U.S. at 316. AS the court of appeals recognized (Pet. App. 7a), in the context of the HMTA, "[advanced notice of in- spections could permit [petitioner] "to temporarily correct violations and frustrate enforcement efforts." Petitioner's assertion (Pet. 15) that "there is no illegal behavior to deter" on its part is incorrect and, in any event, irrelevant to the Fourth Amendment inquiry. It is undisputed that the FRA's inspections of petitioner's business premises following entry of the preliminary injunction in this case revealed vio- lations of the HMTA. CA ER 225-228, 266-269; Pet. App. 1. Moreover, because many of the practices against which the HMTA guards may either be rectified quickly or concealed, advance notice of official inspections would undermine enforcement of the Act. Those practices include the improper se- curement of rail cars carrying hazardous materials, the use of improper procedures during unloading operations, and the failure to retain proper records that may be urgently needed in the event of a derail- ment or other release of hazardous materials. Finally, petitioner is wrong to suggest that a dearth of demonstrated violations would indicate a lack of need for unannounced inspections. On the contrary, the goal of having unannounced inspections under the HMTA is to induce a high level of voluntary compli- ance with HMTA regulations on the part of busi- nesses that cannot be assured that an inspection will ---------------------------------------- Page Break ---------------------------------------- 11 not be forthcoming. As the Tenth Circuit has put the point, an argument like petitioner's that a low in- cidence of regulatory violations indicates minimal need for an inspection program essentially asks the court to "discount the government interest in any regulatory scheme that has successfully furthered its purpose." S & S Pawn Shop, Inc. v. Del City, 947 F.2d 432,437 (l0th Cir. 1991). The third and final criterion of the Burger test is whether the statutory scheme serves the basic functions of a warrant, by putting the subject on notice of the prospect of inspection and by limiting the discretion of the inspecting officers. See 482 U.S. at 703. As the court of appeals held, the inspection scheme under the HMTA satisfies that standard, by putting entities such as petitioner on notice that they are subject to periodic inspections, by reasonably limiting the time, place, and scope of inspections and by limiting the discretion of the inspecting officers. Pet. App. 8a-9a. Petitioner argues (Pet. 11-13) that, given the large number of substances identified as hazardous, "anyone" could be subject to the Act, and thus peti- tioner was not put on notice of the likelihood of inspection. Under the HMTA, however, the only entities subject to inspection are those that "offer[] hazardous materials for transportation in commerce or transport] hazardous materials in furtherance of a commercial enterprise." 49 U.S.C. App. 1802(11) (1988 & Supp. V 1993). Moreover, such entities are subject to inspection only "to the extent" that the properties or records in question relate to either the trans- portation or the shipment of hazardous materials in commerce (or to the manufacture or maintenance of containers for such transportation). 49 U.S.C. App. ---------------------------------------- Page Break ---------------------------------------- 12 1808(c) (1988). As the court of appeals recognized (Pet. App. 8a-9a), those provisions make clear that a business, such as petitioner's, that routinely unloads rail cars containing propane and dispatches ears containing propane residues for return shipment, is subject to inspection. Petitioner also faults (Pet. 10-11) the court of appeals for referring to the nature of petitioner's business activities in concluding that petitioner was on notice of the possibility of an inspection. See Pet. App. 9a. The court. of appeals, however, did no more than explain why the Act itself puts that type of business on notice" of the likelihood of inspection. Ibid. 9 Petitioner also contends (Pet. 13-14) that the FRA's inspection program under the HMTA lacks "certainty and regularity" because of the purported infrequency with which inspections are conducted. Pet. 13-14. Petitioner's factual assertions about the frequency of inspection are incorrect-to In any event, as this Court has noted, the frequency of inspection, ___________________(footnotes) 9 Nor may petitioner establish a Fourth Amendment violation by speculating that warrantless inspections of other types of businesses under the HMTA would be invalid. See United States v. Salerno, 481 U.S. 739, 745 (1987) ("The fact that [a statute] might operate unconstitutionally under some conceivable set of circumstances is insufficient to render it wholly invalid, since we have not recognized an `overbreadth' doctrine outside the. limited context of the First Amend- ment."). l0 Petitioner asserts (Pet. 14) that the FRA attempted no inspections before 1990. In the district court, however, the United States presented evidence documenting inspections in 19/35, 1986, 1988, and 1989. CA ER 229, 256-259, 270-271, 287- 288. While petitioner now asserts that. it. was "not aware" of those inspections (Pet. 4 n.2), it did not offer any evidence refuting the government's proof. ---------------------------------------- Page Break ---------------------------------------- 13 although a factor to be considered, is "not determin- ative of the result so long as the statute, as a whole, places adequate limits upon the discretion of inspecting officers." Burger, 482 U.S. at 711 n.21. As the court of appeals held (Pet. App. 9a), the HMTA properly cabins such discretion. Ibid. With regard to timing, the Act provides that inspections may be conducted only "at reasonable times and in a reason- able manner." 49 U.S.C. App. 1808(c) (1988). The FRA's Enforcement Manual further provides that in- spections are ordinarily to be conducted during normal business hours. CA ER 232. Compare Burger, 482 U.S. at 711; S & S Pawn Shop, Inc. v. Del City, 947 F.2d at 438-439; Lesser v. Espy, 34 F.3d 1301, - 1308-1309 (7th Cir. 1994). Furthermore, as the court of appeals noted (Pet. App. 9a), "[t]he permissible scope of these searches [under the HMTA] is narrowly defined." The HMTA authorizes inspections only "to the extent that such records or properties relate to" the transportation of hazardous materials in commerce. 49 U.S.C. App. 1808(c) (1988). Thus, while the FRA inspects to determine compliance with regulatory requirements -e.g., whether hazardous materials are marked for shipment, whether tank cars and other packages used for rail transportation are properly secured, whether loading and unloading procedures used for such matetials are followed, and whether required docu- mentation of hazardous materials shipments is maintained-it does not inspect the business entity's tax returns or other records unrelated to those regulations. Nor does the FRA conduct inspections of retail stores or other areas unrelated to rail trans- portation. ---------------------------------------- Page Break ---------------------------------------- 14 2. Petitioner also argues (Pet. 18-19) that the court of appeals erred in upholding the district court's injunction requiring petitioner to submit to inspections pursuant to the HMTA. That argument is derivative of petitioner's claim that the HMTA's provision for warranties inspections of transporters of hazardous material is unreasonable under the Fourth Amendment. And, as the courts below held, given petitioner's -repeated refusals. to permit in- spections in the past, an injunction was appropriate to permit the FRA to carry out its regulatory responsi- bilities under the HMTA. CONCLUSION The petition for a writ of certiorari should be denied. Respectfully submitted. NANCY E. MCFADDEN General Counsel PAUL M. GEIER Assistant General Counsel for Litigation Department of Transportation DANIEL CAREY SMITH Assistant Chief Counsel BILLIE STULTZ Deputy Assistant Chief Counsel JONATHAN L. KAPLAN Trial Attorney Federal Railroad Administration DREW S. DAYS, III Solicitor General FRANK W. HUNGER Assistant Attorney General WILLIAM KANTER JOHN F. DALY Attorneys APRIL 1996 ---------------------------------------- Page Break ----------------------------------------