FILED
                                                                           APR 19 2019
                           NOT FOR PUBLICATION
                                                                       SUSAN M. SPRAUL, CLERK
                                                                         U.S. BKCY. APP. PANEL
                                                                         OF THE NINTH CIRCUIT
UNITED STATES BANKRUPTCY APPELLATE PANEL
                 OF THE NINTH CIRCUIT

In re:                                              BAP No. EC-18-1229-BSL

ENRIQUE REYES and GUADALUPE                         Bk. No. 18-11357
REYES,

                    Debtors.

ENRIQUE REYES; GUADALUPE REYES,

                    Appellants,

v.                                                         MEMORANDUM*

MIGRAN KUTNERIAN, Deceased;
KUTNERIAN ENTERPRISES,

                    Appellees.

                   Argued and Submitted on January 24, 2019
                           at Sacramento, California

                               Filed – April 19, 2019

               Appeal from the United States Bankruptcy Court
                    for the Eastern District of California


         *
        This disposition is not appropriate for publication. Although it may be cited
for whatever persuasive value it may have, see Fed. R. App. P. 32.1, it has no
precedential value, see 9th Cir. BAP Rule 8024-1.
           Honorable Rene Lastreto, II, Bankruptcy Judge, Presiding



Appearances:         James A. Michel argued for Appellants Enrique and
                     Guadalupe Reyes; David R. Jenkins argued for Appellees
                     Migran Kutnerian (Deceased) and Kutnerian Enterprises.



Before:       BRAND, SPRAKER and LAFFERTY, Bankruptcy Judges.



                                  INTRODUCTION

       Appellants Enrique and Guadalupe Reyes appeal an order

dismissing their motion to vacate an unlawful detainer judgment as void

under Civil Rule 60(b)(4)1 and Rule 9024. The bankruptcy court dismissed

the motion for lack of subject matter jurisdiction on the basis of Rooker-

Feldman.2 The court further opined that the motion suffered procedural

infirmities and lacked merit. We AFFIRM on the basis that the bankruptcy


       1
       Unless specified otherwise, all chapter and section references are to the
Bankruptcy Code, 11 U.S.C. §§ 101-1532, all "Rule" references are to the Federal Rules of
Bankruptcy Procedure, and all "Civil Rule" references are to the Federal Rules of Civil
Procedure.
       2
         The Rooker-Feldman doctrine takes its name from Rooker v. Fidelity Trust Co., 

(1923) and D.C. Court of Appeals v. Feldman, 

(1983). Rooker held that
federal statutory jurisdiction over direct appeals from state courts lies exclusively in the
U.S. Supreme Court and is beyond the original jurisdiction of federal district 

. Feldman held that this jurisdictional bar extends to particular claims that
are "inextricably intertwined" with those a state court has already 

.

                                             2
court lacked subject matter jurisdiction over the motion.

      I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY

A.     Prior litigation between the parties

       In or around March 2010, the Reyeses began renting land (known as

the Highland property) for their travel trailer3 from Kutnerian Enterprises

and Mr. Migran Kutnerian ("Kutnerian"). The property is about 7.5 acres

and was also occupied by another family, the Bernels, who lived there in a

mobile home. The parties initially operated under an oral lease, but in May

2013, Kutnerian presented the Reyeses with a written one-year lease —

Land Lease Agreement For Mobile Home ("Lease") — which Mr. Reyes

signed. After the Lease expired on April 30, 2014, the lease term was month

to month and could be terminated by either party with service of a written

30-day notice.

       Kutnerian was not required under the Lease to provide electricity or

water, but electricity was provided to the property through a junction box

adjacent to the Bernels' mobile home. Instead of connecting to that source,

the Reyeses and Bernels agreed that the Bernels would supply electricity to

the Reyeses' home via an electrical cord for $20.00 per month.

       Disputes arose between the Reyeses and the Bernels, which led to

Mr. Bernel unplugging the Reyeses' electrical service and the Reyeses


       3
         At times the Reyeses referred to their home as a "travel trailer" and at other
times they referred to it as a "mobile home."

                                             3
seeking a restraining order against the Bernels. Ultimately, the parties

agreed to a "mutual stay away" order, which required them to remain at

least 10 yards away from each other's residence. Prior to the stay away

order, the Reyeses had attempted to get Kutnerian's assistance with the

electrical dispute. When that failed, they filed a small claims action against

the Bernels. At trial, the court ordered the Reyeses to amend their

complaint to include Kutnerian as a party and postponed the trial. When

Mr. Reyes informed Kutnerian of the court's directive, Kutnerian said he

wanted nothing to do with the suit and that he would rather evict the

Reyeses than go to court. When Mr. Reyes again contacted Kutnerian three

days later, Kutnerian said he had already started eviction proceedings. The

Reyeses' small claims action was eventually dismissed.

B.    Unlawful Detainer action

      While the issue of service was (and continues to be) disputed, on

January 23, 2015, Kutnerian caused to be served upon the Reyeses a 30-day

Notice of Termination of Tenancy ("30-day Notice"). The Reyeses were to

vacate the property by February 28, 2015.

      When the Reyeses failed to vacate, Kutnerian filed an unlawful

detainer ("UD") complaint. The UD complaint stated that the Reyeses were

served with the 30-day Notice by mail and by posting a copy of it on the

premises. A proof of service was attached. In response, the Reyeses moved

to quash service of the summons. The motion to quash was denied, and the


                                       4
Reyeses were ordered to file an answer by April 1, 2015. They instead filed

a demurrer on March 30, 2015. In their demurrer, the Reyeses alleged they

were not served with the 30-day Notice. But, in any case, they maintained

that they should have received a 60-day notice, because (1) they had lived

at the property for over one year, and (2) Cal. Civ. Code § 798.55 requires

60-day notices for mobile home park tenants. The Reyeses argued that the

Lease term allowing for a 30-day notice to terminate tenancy was void as

contrary to state law. After the Reyeses filed their demurrer, Kutnerian set

the UD trial for April 21, 2015. The Reyeses' attempts to vacate the trial date

were unsuccessful.

      At the beginning of the UD trial, the court told the Reyeses that it had

reviewed their outstanding demurrer and that it would consider anything

they had raised in their papers as a defense to the UD action. The court also

told the Reyeses that once they made their "appearance" in the UD action

with their demurrer, Kutnerian could set the matter for trial; i.e., Kutnerian

did not have to wait for them to file an answer to set it, nor would the lack

of an answer prevent the UD trial from proceeding.

      The process server testified at the UD trial that he served the 30-day

Notice on the Reyeses by posting a copy of it on their trailer door and by

placing a copy of it in the mail. Mr. Reyes maintained that they were never

served with the 30-day Notice. The process server testified that he also

served the Reyeses with the summons and UD complaint. In closing


                                       5
argument, Mr. Reyes argued that he and Mrs. Reyes were entitled to a 60-

day notice to quit because they were mobile home park tenants. Counsel

for Kutnerian argued that the property was not a mobile home park and so

a 60-day notice was not required on that basis.

     Following trial, the UD court issued an oral statement of decision. As

relevant here, the court ruled that the 30-day Notice was sufficient and that

the Reyeses were not entitled to a 60-day notice; the 60-day rule under Cal.

Civ. Code § 1946.1 did not apply because the Reyeses were renting only

land from Kutnerian, not a "residential dwelling." In addition, the Lease

provided for a 30-day notice of termination for a month-to-month tenancy.

The court did not opine on the mobile home park argument.

     The UD court awarded possession of the property to Kutnerian and

entered a judgment in favor of Kutnerian and against the Reyeses for

$699.99. The Reyeses' demurrer was taken off calendar as moot. The

Reyeses were eventually evicted. In the meantime, they appealed the UD

judgment to the appellate division of the superior court.

C.   Unlawful Detainer appeal

     On appeal, the Reyeses reiterated their argument that, as residents of

a mobile home park, they were entitled to a 60-day notice of termination of

tenancy. They also contended that the UD court had violated their due

process rights by not ruling on the demurrer prior to trial, and because they

did not file an answer to the UD complaint.


                                      6
     The appellate division affirmed the UD judgment, finding that the

Reyeses had failed to cite to any evidence in the record supporting their

contention that the property was a mobile home park entitling them to 60

days notice to terminate tenancy. In any case, the appellate division found

that there was no error on the face of the UD complaint and that it

complied with statutory requirements in all respects. Hence, the UD court

had personal jurisdiction over the Reyeses.

     As for the Reyeses' due process concerns, the appellate division

found that the UD court had not erred by holding the trial before hearing

the Reyeses' demurrer, since California's UD statutes provide for a trial

date within 20 days of the date of the defendant's appearance. The Reyeses

"appeared" by their demurrer and, therefore, the trial date was properly

set. The appellate division also found that the Reyeses were not prejudiced

by the case going to trial without an answer on file. An answer could

provide only affirmative defenses, which the Reyeses got to present.

D.   Reyes v. Kutnerian

     After the Reyeses had learned they were being evicted, but before

Kutnerian had filed the UD complaint, the Reyeses sued Kutnerian in the

California superior court. Among other claims, the Reyeses argued that

Kutnerian failed to give them proper notice to terminate the tenancy. After

a successful demurrer eliminated two causes of action, Kutnerian moved

for summary judgment on those causes remaining, arguing that the issues


                                      7
the Reyeses raised had already been decided against them in the UD action.

The trial court granted the motion on collateral estoppel grounds and

dismissed the Reyeses' complaint. The Reyeses appealed, and the

California Court of Appeal affirmed.

E.    The Reyeses' bankruptcy case

      The Reyeses filed a chapter 13 bankruptcy case on April 8, 2018.

Kutnerian did not file a proof of claim. Instead, after the claim deadline had

passed, the Reyeses filed two claims on behalf of Kutnerian totaling

$869.99.

      1.    Motion to Vacate

      In the bankruptcy court, the Reyeses moved to vacate the UD

judgment ("Motion to Vacate"), arguing that it was "void" because it was

obtained through Kutnerian's "extrinsic fraud" on the court. Specifically,

the Reyeses contended that Kutnerian defrauded them and the UD court

because Kutnerian knew the Reyeses were entitled to a 60-day notice of

termination of tenancy and not the 30-day Notice that was the basis for the

eviction. Because the 30-day Notice given by Kutnerian and submitted to

the UD court was insufficient, argued the Reyeses, the UD court either

lacked jurisdiction to enter the judgment, or if it had jurisdiction, the

judgment was obtained as a result of the extrinsically fraudulent nature of

the notice. The Reyeses contended they were entitled to a lengthier notice

period for two reasons: (1) they resided on the property for more than one


                                       8
year; and (2) their residence was subject to California's mobile home

tenancy law. Notwithstanding, the Reyeses maintained that they did not

receive the allegedly insufficient notice or the UD complaint and summons.

They argued that Kutnerian's false statements to the UD court regarding

service constituted another "extrinsic fraud" on the court and also deprived

it of jurisdiction over the UD action.

      The Reyeses also contended that the UD judgment was void because

it was obtained through a denial of due process. The Reyeses argued that

the UD court violated their due process rights by proceeding to trial before

hearing their demurrer and by denying them an opportunity to file an

answer to the UD complaint. They maintained that the UD court was

required to wait five days to allow them to file an answer after ruling on

the demurrer, yet failed to do so. Because they had not yet filed an answer,

argued the Reyeses, the UD court had no power to act and proceed to trial.

      Lastly, the Reyeses contended that Kutnerian's conduct violated the

RICO statutes, 18 U.S.C. §§ 1961-1968, which also supported a finding of

extrinsic fraud on the court. The Reyeses argued that Kutnerian engaged in

racketeering activity and mail fraud by (1) knowingly sending a lease

through the mail which contained provisions void under California law,4



      4
        The basis of this argument was that, because a 60-day notice was required, the
provision in the Lease allowing for a 30-day notice of termination of tenancy notice was
void under California law.

                                           9
(2) mailing the allegedly fraudulent 30-day Notice, summons and UD

complaint, and (3) unlawfully collecting more monies from the Reyeses

than was due for rent and not accounting for those funds. The Reyeses

stated that their purpose in filing the Motion to Vacate was not to regain

possession of the property, but to restore their good name. They were

being denied housing as a result of a "void" UD judgment.

      Kutnerian opposed the Motion to Vacate, arguing that the notice and

due process issues the Reyeses complained of had already been decided by

three levels of California state courts. In essence, argued Kutnerian, the

Reyeses were asking the bankruptcy court to exercise appellate review of a

final state court judgment and to make a finding that the state courts had

erred, which was barred by Rooker-Feldman.

      In reply, the Reyeses argued that no court had ever considered or

ruled on the application of the mobile home tenancy law, whether the

Lease provision reducing the termination notice to 30 days was valid, or

whether the UD court had jurisdiction to grant the UD judgment. The

Reyeses argued that although the UD court may have had jurisdiction over

the subject matter generally and personal jurisdiction over them, the UD

court had no power to act or enter judgment because it failed to apply the

mandatory preconditions for entry of a UD judgment — i.e., proper notice

of termination of tenancy to the defendant.

      The Reyeses contended they were not asserting error by any previous


                                      10
court. Rather, this motion was the first instance in which they were asking

a court to find that the UD judgment was void as a result of Kutnerian's

fraud on the court; thus, it was not barred by Rooker-Feldman. In addition,

Rooker-Feldman did not apply because they were invoking substantive

rights under the Code — the validity of a creditor's proof of claim and the

breadth of a debtor's discharge — which constituted "core" matters.

     2.    The bankruptcy court's ruling on the Motion to Vacate

     The bankruptcy court determined that it lacked subject matter

jurisdiction to vacate the UD judgment on the basis of Rooker-Feldman.

Ultimately, the court found that the Reyeses were asking the court to

review and void a state court judgment based on alleged legal errors made

by the state court, which Rooker-Feldman prohibits. The court further opined

that the Motion to Vacate was procedurally infirm and that it lacked merit.

This timely appeal followed.

                            II. JURISDICTION

     As discussed below, the bankruptcy court lacked subject matter

jurisdiction over the Motion to Vacate under 28 U.S.C. § 1334. However, we

have jurisdiction to review the court's order under 28 U.S.C. § 158.

                                 III. ISSUE

     Did the bankruptcy court err in determining that it lacked subject

matter jurisdiction to vacate the UD judgment?




                                     11
                        IV. STANDARDS OF REVIEW

      We review de novo questions of subject matter jurisdiction. Montana

v. Goldin (In re Pegasus Gold Corp.), 

, 1193 (9th Cir. 2005); Davis

v. Courington (In re Davis), 

, 910 (9th Cir. BAP 1995). A de novo

standard of review applies to the denial of a motion to vacate a judgment

as void under Civil Rule 60(b)(4). Wilmer v. Bd. of Cty. Comm'rs, 

,

409 (10th Cir. 1995).

                                V. DISCUSSION

A.    The bankruptcy court did not err in determining that it lacked
      subject matter jurisdiction to vacate the UD judgment.

      The bankruptcy court determined that it lacked subject matter

jurisdiction on the basis of Rooker-Feldman, which the Reyeses contest. We

conclude that the court lacked jurisdiction for two reasons.

      1.    Civil Rule 60 did not confer subject matter jurisdiction over
            the UD judgment.

      Civil Rule 60(b)(4), applicable here by Rule 9024, provides for relief

from a judgment on the ground that "the judgment is void." A judgment is

void only if the court that rendered the judgment lacked jurisdiction of the

subject matter, or of the parties, or if the court acted in a manner

inconsistent with due process of law. Owens-Corning Fiberglas Corp. v. Ctr.

Wholesale, Inc. (In re Ctr. Wholesale, Inc.), 

, 1448 (9th Cir. 1985).

      The law is quite clear that Civil Rule 60(b) applies to relief from

judgment of a federal court; it does not provide a basis for subject matter

                                        12
jurisdiction over a claim for relief from a state court judgment. Holder v.

Simon, 

(9th Cir. June 21, 2010) (affirming district court's

dismissal of complaint seeking to vacate an alleged fraudulent state court

judgment under Civil Rule 60(b)); Bonilla v. Ervine, No. 2:18-1354, 

, at *1 (E.D. Cal. Sept. 26, 2018) (citing Holder); Bland v. Pfieffer, No.

3:17-02309, 

, at *2 n.1 (S.D. Cal. June 6, 2018) (state court

judgments are not subject to attack under the Federal Rules of Civil

Procedure) (citing Wash.-Baltimore News. Guild, Local 35 v. Wash. Post Co.,

, 1239 (D.C. Cir. 1971) ("Of course, neither [Civil] Rule 60(b)

per se nor, for that matter, any other of the Federal Rules of Civil Procedure

was ever designed to apply to proceedings in other than the United States

District Courts.")); Florimonte v. Borough of Dalton, No. 3:17-01063, 

, at *4 (M.D. Pa. Dec. 14, 2017) ("[Civil] Rule 60(b) only authorizes a

federal district court to set aside one of its own judgments or orders — it

does not authorize it to vacate a state court judgment or order.") (emphasis

in original), aff'd, 

(M.D. Pa. Feb. 9, 2018), aff'd, 

(3d Cir. 2018); Thomason v. Moeller, No. 4:16-141, 

, at *17

(D. Idaho Jan. 19, 2017) ("A state-court action is not subject to being

modified or set aside under the Federal Rules."); Scorpio Music (Black

Scorpio) S.A. v. Willis, No. 11-1557, 

, at *1 n.2 (S.D. Cal. Jan. 4,

2016) (citing Holder and De Mol v. Grand Canyon Title Agency, 

, at *1 (D. Ariz. Oct. 25, 2010)); Mather v. First Hawaiian Bank, No. 14-


                                        13
00091, 

, at *3 (D. Haw. Dec. 19, 2014) ("[Civil] Rule 60(b)(4)

does not allow this court to vacate state-court orders and judgments as

void."); Copeland v. Bank of Am. Servicing, No. 13-1578, 

, at

*1 (C.D. Cal. Jan. 27, 2014) (citing Holder); Williams v. Apker, 

, 128 (D. D.C. 2011) ("[Civil] Rule 60(b) . . . only provides a federal

district court with subject matter jurisdiction over requests for

reconsideration of federal district court decisions; it does not give the court

jurisdiction to relieve a party from state court judgments[.]"); Burnett v.

Amrein, No. 06-00564, 

, at *11 (D. Colo. Oct. 3, 2006), aff'd,

(10th Cir. 2007) (federal district court has no jurisdiction

over Civil Rule 60(b)(4) motion alleging state court judgments are void).

      Therefore, Civil Rule 60 did not confer jurisdiction on the bankruptcy

court to vacate the UD judgment.

      2.    The relief the Reyeses sought in the Motion to Vacate was
            barred by Rooker-Feldman.

      Rooker-Feldman provided another basis for dismissing the Motion to

Vacate. In short, all of the Reyeses' arguments supporting their contention

that the UD judgment is void have been decided against them, at least

twice, by the California courts.

      The Rooker-Feldman doctrine is a well-established jurisdictional rule

prohibiting federal courts from exercising appellate review over final state

court judgments. See Henrichs v. Valley View Dev., 

, 613 (9th Cir.


                                       14
2007). The Rooker-Feldman doctrine prohibits federal courts from exercising

subject matter jurisdiction over suits "[b]rought by state-court losers

complaining of injuries caused by state-court judgments rendered before

the district court proceedings commenced and inviting district court review

and rejection of those judgments." Lance v. Dennis, 

, 464 (2006)

(quoting Exxon Mobil Corp. v. Saudi Basic Indus. Corp., 

, 284

(2005)).

      The Reyeses contend the void ab initio exception to the Rooker-Feldman

doctrine applies here, because (1) Kutnerian procured the UD judgment

through extrinsic fraud on the court, and (2) the UD court lacked

jurisdiction to enter the UD judgment. Under the void ab initio exception, a

federal court may review a decision entered by a state court if the state

court proceedings are a legal nullity and void ab initio. See James v. Draper

(In re James), 

, 52 (3d Cir. 1991). The underlying concept is that

"[a] state court judgment is subject to collateral attack if the state court

lacked jurisdiction over the subject matter or the parties, or the judgment

was procured through extrinsic fraud." Lake v. Capps (In re Lake), 

, 758 (9th Cir. BAP 1996).

      Extrinsic fraud on a court is, by definition, not an error by that
      court. It is, rather, a wrongful act committed by the party or
      parties who engaged in the fraud. Rooker–Feldman therefore does
      not bar subject matter jurisdiction when a federal plaintiff alleges
      a cause of action for extrinsic fraud on a state court and seeks to
      set aside a state court judgment obtained by that fraud.

                                     15
Kougasian v. TMSL, Inc., 

, 1141 (9th Cir. 2004).

      In an attempt to establish extrinsic fraud, the Reyeses argue: (1) they

were never served with the 30-day Notice as Kutnerian told the UD court;

(2) they should have received a 60-day notice from Kutnerian under

California law; and (3) because they did not receive proper notice of the UD

summons and complaint, the UD court was without jurisdiction to hear the

action or award relief. None of the acts of which the Reyeses complain

constitutes "extrinsic fraud."

      "The basic requirement for invoking the extrinsic fraud exception is

that there has been no fair adversary trial at law, either because the

aggrieved party was kept in ignorance of the action or proceeding, or in

some other way fraudulently prevented from presenting his claim or

defense." In re 

(citing United States v. Throckmorton, 

, 65 (1878)); see Wood v. McEwen, 

, 801 (9th Cir. 1981)

("Extrinsic fraud is conduct which prevents a party from presenting his

claim in court."). In contrast, with respect to the UD action, the Reyeses:

(1) filed a motion to quash; (2) filed a demurrer; (3) appeared at the UD

trial, testified and cross-examined witnesses; and (4) appealed the UD

judgment to the appellate division. Clearly, they were not kept in

ignorance of the UD action, and in no way were they prevented from

presenting their claims or defenses.

      Furthermore, and contrary to their argument, all of these issues were


                                       16
litigated before, and rejected by, the California courts. Since the UD court

entered the judgment, it implicitly found against the Reyeses on their

argument that they failed to receive the 30-day Notice. The UD court

expressly ruled against them regarding the necessity for a 60-day notice to

quit; they were renting land from Kutnerian, not a residential dwelling. As

for the mobile home park issue, that was raised in the Reyeses' demurrer,

which the UD court reviewed, and Mr. Reyes raised it again in closing

argument at the UD trial. The UD court did not discuss this issue in its oral

statement of decision, but it apparently ruled against them on that. The

Reyeses raised all of these issues again on appeal, but the appellate division

affirmed, expressly finding that a 30-day notice was sufficient, that

Kutnerian provided such notice, and that the Reyeses had failed to

establish that the property was a mobile home park entitling them to a 60-

day notice to quit. That decision is final. The Reyeses also raised the notice

issue in their lawsuit against Kutnerian before the California superior

court, which ruled against them, and the California Court of Appeal

affirmed. That decision is also final.

      Ultimately, the California courts ruled that only a 30-day notice was

required and that Kutnerian provided it. In turn, the 30-day notice of

termination of tenancy provision in the Lease was not unlawful as the

Reyeses contend. Since the 30-day Notice was proper and the Reyeses were

served with it, the UD court had jurisdiction, both over the subject matter


                                         17
and over the Reyeses.

      The Reyeses also argue that the UD judgment was void because it

was obtained through a denial of due process. For this argument, they

assert that the UD court violated their due process rights by entering a

judgment before they had filed an answer. The issue about the right to file

an answer and whether the UD judgment could be entered without one

was raised at the UD trial and rejected by the UD court. The Reyeses raised

this issue again on appeal and the appellate division affirmed, ruling that

the process that occurred in the UD action complied with California law. In

addition, the Reyeses had failed to show how they were prejudiced

without having filed an answer; they were able to litigate all issues at the

UD trial, including anything they raised in the demurrer or would have

raised in an answer.

      In summary, all of the reasons why the Reyeses argue that the UD

judgment is void — i.e., improper notice, improper service, due process

errors by the UD court — were litigated before, and rejected by, the

California courts. The Motion to Vacate constituted nothing more than an

appeal of the UD judgment for alleged legal errors by those courts, which

Rooker-Feldman prohibits. See Pennzoil Co. v. Texaco, Inc., 

, 25 (1987)

("Where federal relief can only be predicated upon a conviction that the

state court was wrong, it is difficult to conceive the federal proceeding as,

in substance, anything other than a prohibited appeal of the state-court


                                       18
judgment."); 

; Reusser v. Wachovia Bank, N.A.,

, 859-60 (9th Cir. 2008). The fact the Reyeses have not brought

their motion before the UD court is telling.

      Because the Motion to Vacate did not confer jurisdiction on the

bankruptcy court to vacate the UD judgment, and because the relief the

Reyeses were seeking in the Motion to Vacate was barred by Rooker-

Feldman, the bankruptcy court did not err in determining that it lacked

subject matter jurisdiction. Thus, dismissal of the Motion to Vacate was

proper.

                            VI. CONCLUSION

      For the reasons stated above, we AFFIRM.




                                      19