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UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

------------------------------x AMENDED

IN RE: THE FINANCIAL OVERSIGHT PROMESA

& MANAGEMENT BOARD FOR PUERTO 

RICO, TITLE III 

 as representative of 

 17 BK 3283 (LTS)

THE COMMONWEALTH OF 

PUERTO RICO, et al. (Jointly Administered) 

 Debtors. 

------------------------------x 

THE OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS OF THE COMMONWEALTH OF PUERTO RICO, 

 as agent of Adv. Proc. No. 17-257 (LTS) 

THE COMMONWEALTH OF PUERTO RICO,

 Plaintiff, 

 v. in 17 BK 3283 (LTS) 

BETTINA WHYTE, 

 as agent of 

THE PUERTO RICO SALES TAX FINANCING 

CORPORATION, 

 Defendant. 

------------------------------x AMENDED

 Motion Hearing 

 January 10, 2018 

 2:00 p.m. 

Before: 

HON. LAURA TAYLOR SWAIN, 

 District Judge 

 

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 APPEARANCES 

PROSKAUER ROSE LLP

 Attorneys for FOMB Oversight Board

BY: MARTIN J. BIENENSTOCK 

 TIMOTHY W. MUNGOVAN 

PAUL HASTINGS LLP 

 Attorneys for Official Committee of Unsecured Creditors 

 and its capacity as Commonwealth agent 

BY: LUC A. DESPINS 

 JAMES BLISS 

WILLKIE FARR & GALLAGHER LLP 

 Attorneys for COFINA Agent 

BY: MATTHEW A. FELDMAN 

 JAMES C. DUGAN 

ROBBINS RUSSELL ENGLERT ORSECK UNTEREINER & SAUBER LLP 

 Attorneys for Ad Hoc Group of General Obligation 

Bondholders 

BY: DONALD BURKE 

 MARK T. STANCIL 

QUINN EMANUEL URQUHART & SULLIVAN LLP 

 Attorneys for COFINA Senior Bondholders 

BY: SUSHEEL KIRPALANI 

 ERIC M. KAY 

WHITE & CASE LLP

 Attorneys for Altair 

BY: JASON ZAKIA

KRAMER LEVIN NAFTALIS & FRANKEL LLP 

 Attorneys for Mutual Fund Group 

BY: PHILIP BENTLEY 

MILBANK, TWEED, HADLEY & McCLOY LLP 

 Attorneys for Ambac Assurance Corp. 

BY: ATARA MILLER 

JENNER & BLOCK LLP 

 Attorneys for The Official Committee of Retired Employees 

BY: RICHARD LEVIN

O'MELVENY & MYERS LLP

 Attorneys for AAFAF 

BY: PETER FRIEDMAN 

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(Case called) 

THE COURT: Again, good afternoon, counsel, parties of

interest, members of the press and public gathered here in San

Juan as well as to those listening on the phone.

I would just like to remind everyone, as I did this

morning, of the restrictions on the use of electronic devices.

We are, again, honored to have present the Gretchen Rodriguez,

the assistant operations manager for the District Court in

Puerto Rico.

We are here now for oral argument on the Commonwealth

agency's motion for clarification of the December 21, 2017,

scope order, or alternatively, for reconsideration for leave to

amend. I have received your agreed time allocations.

I would ask Mr. Despins to step to the podium, and 

remind everyone to speak directly into the microphone and 

project so that we can be heard at the remote locations. 

MR. DESPINS: Good afternoon, your Honor. Luc Despins

with Paul Hastings on behalf of the official creditors

committee for all debtors other than COFINA, but here we are in

the capacity as the Commonwealth agent in the adversary

proceeding.

Your Honor, we are not naive of these motions, 

especially the reconsideration aspect of our motions, are 

rarely granted and the standards are very high. We are well 

aware of that. But we believe here that there are compelling 

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reasons to address this. 

Before I launch into the argument, perhaps it might

make sense to hear from your Honor if you so choose to give us 

a sense of where you are on the clarification aspect first. 

That could allow us to focus on certain aspects. We don't need 

to that, but if you want to share something with us on the 

first aspect, which is clarification, that might shorten the 

argument. 

THE COURT: Well, frankly, thinking so much about the

vehicle, what I would like you to focus on is the degree to

which you believe there are elements of the 12th and 13th

clauses of action that are consistent with the guiding

principal of the scope order, which is that only issues

antecedent to the binary question of Commonwealth or COFINA

ownership of the SUT that, for whatever number of reasons,

didn't fall into the right part of the sorting tray when I

issued the scope order.

For instance, a question related to that is that in

both your 12th and your 13th causes of action, as originally

pleaded and as proposed to be repleaded, you request relief

that declares that all of the revenues, including the monies at

Bank of New York, are the exclusive property of the

Commonwealth. It seems to me that could be read to reach lien

issues, beneficial interests, claims for equitable

subordination, as opposed to the question, the binary question

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of property of the Commonwealth, not COFINA, with issues such

as fraud avoidance, liens, all that to be resolved later.

It would be helpful to me if you could be as clean and

bottom line as to which of the issues in 12 and 13 you believe

are necessarily and fundamentally antecedent to that binary

ownership issue.

MR. DESPINS: Thank you, your Honor.

Very briefly, the use of the word "exclusive" was not

meant to bring in through the back door the issues you just

listed: The subordination, security interest, and all that.

We covered that through other sections of the complaint, which

you dismissed and we are not challenging today. Exclusive

really meant -- it belongs to the Commonwealth, not the COFINA.

We can dispense with the word "exclusive."

Everything that is in Counts 12 and 13, which are

based on the constitutional issues of whether the purported

transfer that was made pursuant to the COFINA statute violated

the Constitution, all of that, we believe, is antecedent based

on the precedence we cited, and also based on fact that nobody

is really challenging the fact that if the court were to find

that the statute violated the Constitution, either because it

didn't respect the priority issue or the debt limit issue or

the financing of deficit issue, that the consequence of that

would be that the Commonwealth would own those proceeds and

therefore it is antecedent. It is as antecedent as the other

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issues that your Honor left standing.

In fact, your Honor, in this case, because of the pace

at which we're going, six months feels like six years. And it

is very helpful sometimes to go back. And I went back to the

June 28 hearing, the first hearing I ever appeared at.

At that hearing, your Honor, there was a motion filed 

by the Junior COFINA holders to lift the stay, you'll recall, 

to send the Lex claims back to Judge Besosa for the purpose of 

having that certified to the Puerto Rico Supreme Court. 

Mr. Bentley, who is here today, said the issue, your 

Honor, is which court should decide the issue of whether the 

Puerto Rico statutes -- meaning the COFINA statutes -- that 

created the COFINA structure are a valid or not under the 

Puerto Rico Constitution. 

Very interestingly, both AMBAC and COFINA said, no,

don't allow that, your Honor -- in fact, you denied that

request -- but don't allow that, your Honor. And if you look

at what I was quoting was page 51 of that transcript.

If you look at Mr. Kirpalani's statement at page 62

and 63 of that statement, he says only the trustee in 

bankruptcy, meaning the Commonwealth, has the right to sue on 

basis of these constitutional claims. 

In fact, Mr. Dunn said the same thing, page 65. It is 

an asset of the Commonwealth. He said, you know why the 

Juniors are doing this? Because they don't like what is coming 

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next. And what was coming next is the motion to approve the 

stipulation, which you denied as well. But that request was 

made at a later date, I believe, and later granted. 

The point I want to make there is that the issue of

the constitutional challenge to the COFINA statute was clearly 

front and center, and it was one of the impetus for this 

stipulation being approved to have a state representative take 

on that issue. In fact, the language of the stipulation does 

refer to constitutional issues in the plural. 

The only thing that is left, your Honor -- and I would

say the acid test, is really when it was time to challenge the

scope, what did people say regarding cause of action 12 and 13,

other than your Honor. No one said anything, other than AMBAC,

and I'll come back to that in a second.

The COFINA seniors didn't say anything about that. 

The COFINA agent did not complain about that. The bottom line 

is that they thought it was clearly within the scope. AMBAC 

said, well, they always do this. They always try to decide 

which claims to bring and how we should bring them. But 

basically said the Lex claims are OK, the issue of priority is 

OK, but not the rest of the constitutional claims. Of course, 

there is no basis to limit our challenges that way. 

That, your Honor, should really be the acid test here. 

Nobody ever disputed that 12 and 13 were in scope because they 

go to the issue of, if you find for us, the Commonwealth owns 

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these proceeds. 

Your Honor, today the position taken by AMBAC is a

little bit different. They are saying that, yes, but there is

another antecedent issue, which is the one you stated that you

kept in, but the fact that we have the one issue that is

antecedent doesn't mean that the issues, the other issues are

not antecedent. Again, AMBAC should not be in a position to

dictate which claims we go forward with first or last. They

are in the scope and the certificate should proceed with those

two claims.

I'm just looking at my notes here for two seconds.

Basically, these are the arguments, your Honor. I

just want to make clear that the board and who is our principal

here, our principal is saying that that was within the intent.

If it is antecedent, which I think we have established and

nobody really challenges that, then it is within the scope.

That's probably one of the most important aspects of what the

board saying about this.

Thank you.

THE COURT: Thank you.

Mr. Stancil. We have you down for one minute,

30 seconds.

MR. STANCIL: That sounds about right. I will be

brief.

I represent the Ad Hoc Group of General Obligation

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bondholders. We filed a one-count complaint. Nobody moved to

dismiss that complaint as outside the scope. However, in

response to the reconsideration requests, several folks on the

other side of the pro COFINA side said, while you're at it,

take out the general obligation bondholders count. That would

be incorrect for a very clear and simple procedural reason,

which is nobody moved to dismiss it as outside the scope. It

is also telling why no one moved to dismiss it as outside the

scope, because it is not.

Our complaint has a single count that says -- I am

reading from paragraph 79 -- Commonwealth's purported transfer

of SUT revenue to COFINA is invalid because of the violation of

the Puerto Rico institution. That is, as I read it, squarely

within the ambit of the stipulation, which says whether, after

considering all procedural and offenses and counterclaims,

including constitutional issues, the sales and taxes purported

by COFINA to procure debt are properly under the Commonwealth

of COFINA under applicable law. We think it is clear as day.

I would be end, moreover, as this court held recently

when discussing the CTO issue, it is just not appropriate to

seek affirmative relief and opposition to somebody else's

motion. So this is procedurally wrong and defaulted twice

over. 

In my last six seconds, I will just say briefly, we

have been trying to get this issue teed up for over a year. 

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The Lex claims was our case. We are never going anywhere until 

we get this resolved. 

Thank you, your Honor. 

THE COURT: Thank you.

Mr. Levin.

MR. LEVIN: Richard Levin, Jenner & Block, for the

Official Committee of Retirees and the creditor representative

in this litigation.

Two points. Number one, you asked what is antecedent

to the ownership issue. It is a simple statement. If the

statute is unconstitutional, it is void, unenforceable, no

effect, and therefore the property remains with the

Commonwealth. That has got to be an antecedent issue as to the

ownership.

Number two point. As Mr. Stancil has suggested and as

his motion made clear, there are some inconsistencies because

elsewhere in the scope or some of the constitutional issues

were left standing, and I think the 12th and 13th claims in the

complaint might need some shaping to make sure that they are

the antecedent issue, but they are clearly within the scope of

the other matters that your Honor permitted in the scope order.

THE COURT: Thank you.

MR. LEVIN: Thank you.

THE COURT: Now we turn to the opponents of the

motion.

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I have Mr. Dugan as the first speaker. 

MR. DUGAN: Thank you, your Honor. Good afternoon.

THE COURT: Good afternoon.

MR. DUGAN: Jim Dugan from Willkie Farr & Gallagher

for the COFINA Agent.

Your Honor, we believe that the scope order was fairly

clear on this point, which is that although your Honor is

entertaining constitutional issues of this case, you clearly

ruled that the Commonwealth agent's 12th and 13th causes of

action were outside the scope order and not authorized by the

stipulation, because the stipulation didn't authorize an attack

on the legality of the COFINA entity or structure.

Now, we haven't heard from the Commonwealth agent's

attorney today how it is that their 12th and 13th causes of

action somehow survive given your Honor's clear ruling. In

fact, they have indicated that they believe the entirety of

those claims should be within the scope order. But I think

your Honor is very clear that they are not within the scope

order.

On the point of antecedents to the property ownership

issue, we heard the Commonwealth agent's argument. In our

view, the way the 12th and 13th causes of action are framed, we

believe they presume an answer to the ownership question

because they are framed as an evasion of constitutional limits

that apply to the Commonwealth, not to COFINA. In order to

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find that those constitutional limits, that that limit and the

balanced budget limit applied to COFINA, one has to either

assume or establish that COFINA is not an independent, validly

created organization or entity. One has to assume, therefore,

that it can't own anything. It assumes the answer to the

ultimate question that I think your Honor has asked us to

litigate on this issue. We believe the 12th and 13th of are

outside the scope order.

Your Honor, I think that is the only point we really

wanted to make here.

THE COURT: Thank you.

MR. DUGAN: Thank you.

THE COURT: Mr. Kirpalani.

MR. KIRPALANI: Susheel Kirpalani from Quinn Emanuel

Urquhart & Sullivan on behalf of the COFINA Senior Bondholders

Coalition.

Good afternoon, your Honor. Happy New Year. Happy

New Year to our friends in Puerto Rico. 

Judge, the whole point of this protocol was to remove

the cloud on COFINA's title to dedicated sales tax so the

Oversight Board could understand how to treat the Island's

competing creditors.

I think I follow the Commonwealth's agent's theory in 

counts 12 and 13, and here is how it actually goes, even though 

it is not the way Mr. Despins articulated. If COFINA issued 

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bonds for an improper purpose and if that means that the bonds 

go poof in the night, then under the COFINA legislation, cash 

that is not needed to pay COFINA debt service would

automatically flow back to the Commonwealth's general fund. 

That is the COFINA statutory waterfall. 

That is why the Commonwealth agent keeps trying to 

assert that COFINA bonds may have been issued in violation of 

the debt limit or the balance budget clause of the 

Constitution, because if some portion of COFINA's bond 

issuances can be punctured, then maybe some of the dedicated 

sales tax can leak to the Commonwealth's general fund pursuant 

to the COFINA statutory waterfall. 

They don't clearly say it that way, but that is really

what this is about. We don't think it is the Commonwealth

agent's theory. We don't think this theory has any legs

because we don't believe that municipal bonds can go poof in

the night, thanks to Article 8 of the UCC.

I am trying to explain what our position is in light 

of the theory of the Commonwealth agent. Initially, your 

Honor, you remember the Commonwealth agent threw a kitchen sink 

of claims at COFINA and we responded likewise. We thought the 

scope admittedly should be very broad, because we want to get 

everything into the pot and make soup. We wanted there to be 

global peace. 

The court, your Honor, stripped the claims down to 

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what the court ruled the protocol stipulation actually said and 

were only going to determine which debtor entity owned the 

dedicated sales tax. Nothing more. That is fine. We are OK 

with that. We can live with that. 

But Counts 12 and 13 are seeking to say that even if 

COFINA is the owner of the dedicated sales tax, maybe, just 

maybe, some of the issuances of COFINA bonds can be knocked 

out. To remind the court, the bulk of COFINA senior bonds were 

issued in 2007 and in 2008. Starting in 2009, subordinate 

bonds were issued, and then some senior bonds were issued later 

to refinance earlier bonds. 

Paragraph 142 of Mr. Despins' complaint admits that

bonds issued prior to 2009 are not even susceptible to the debt 

limit theory at all. So the Commonwealth agent has alleged no 

plausible claim that COFINA was invented in 2006 to work at end 

run around the Constitution. The only thing invented is that 

theory itself. 

But if the court is going to permit the agent to try 

to develop this theory, then a symmetrical argument about 

Commonwealth full faith and credit bonds equally applies, and 

let me explain why. 

It seems to us, Judge, that if COFINA is the owner of

the dedicated sales tax, and by definition the dedicated sales

tax cannot be part of the property of the Commonwealth debtor,

let alone the available resources of the Commonwealth debtor,

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we think that follows as a matter of law and logic. But,

Judge, if there is some theory being advanced that says the

valuable resources remedy can nevertheless be used by a GO

bondholder to reach across debtor lines to another entity's

property, that kind of leaves me scratching my head. 

But if that is the theory, then naturally the remedy 

can only be invoked by GO bondholders entitled to full faith 

and credit under the Constitution. We have long asserted, 

including in the Lex claims litigation, that billions of 

dollars of bonds issued after 2011, with the purported full 

faith in credit guarantee, were actually in excess of the debt 

limit. Also, that every GO bond issued after COFINA was 

created contractually disclaimed a right to the dedicated sales 

tax, waived and subordinated any rights to be paid from that 

until COFINA bonds were paid in full. 

Our point is pretty simple, Judge, how can the 

Commonwealth side be permitted to attack the issuances of 

tranches of COFINA bonds so as to have more dedicated sales 

tax flow into the general fund, but the COFINA side is not 

permitted to show that the Commonwealth side could only tap 

into COFINA to pay proper full faith and credit bonds. 

We are only seeking fairness and symmetry. We think 

the court should keep the protocol, as your Honor ruled, 

because it seems to us, from a plausibility perspective, if 

COFINA is the owner of the property, and by definition it isn't 

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Commonwealth property, so by definition it isn't available 

resources. If COFINA is the owner of the property, then by 

definition, its bondholders don't count against the

Commonwealth's debt limit or debt maturity limit. But if the 

Commonwealth agent can assert that some of the bonds were 

issued in violation of the Constitution to get around debt 

limits in violation of a balanced budget amendment, then it has 

to be symmetrical, your Honor, so we can protect ourselves and 

mitigate against those claims. 

Your Honor, Mr. Despins said -- this is my last

comment, I know I am out of time -- Mr. Despins says I stood

here -- I was actually in San Juan -- and says that Lex claims,

back in June 20-something, Lex claims must be asserted by the

trustee in bankruptcy. Of course I stand by that. But he

neglects to tell you that Lex claims did not include Counts 12

and 13. And he neglects to tell you, your Honor, that we

asserted these counterclaims in Lex claims.

So we are just seeking symmetry and fairness, Judge. 

Thank you. 

THE COURT: Thank you.

Ms. Miller.

MS. MILLER: Good afternoon, your Honor. Atara

Miller, Milbank Tweed Hadley & Mc Cloy, on behalf of AMBAC.

I appreciate that I found a friend in Mr. Kirpalani

and I am not standing here alone asking for a narrow scope.

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Mr. Despins frames it as AMBAC tries to control what claims

they can bring and we somehow always can mastermind and control

what our adversaries can do. That is not what is at issue

here.

What is at issue here is a negotiated protocol and 

stipulation, which based on our preservation of rights that we 

filed contemporaneous with that, our client was reluctant to 

enter into. It is not about what issues are on the table, but 

it is about a delegation of authority beyond just the 

litigation, but also in settlement and said there very 

carefully, and as was mentioned in the papers, mediated scope 

of what would be part of this. That was very specifically and 

narrowly, as the court pointed out, in the scope order, 

narrowly defined to the limited binary issue of whose property 

is the SUT. 

I would stand up here, in response to Mr. Stancil's

argument, and say that the reason why nobody attacked or at 

least we didn't challenge their counterclaim was because we did 

understand that the narrow question of available resource, 

which we saw as a question of whether the nature of the 

property right that was granted, whether it was unfettered or 

somehow conditional subject to clawback, that that was part of 

it, and because of that, we didn't expressly and directly 

challenge it. But your Honor saw that available resources 

question differently, and we respect your Honor's opinion on 

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that. 

What needs to happen here is there needs to be 

consistency across the board with the guiding principals that 

your Honor laid out. I think to accomplish that, you do need 

to take out the GO's counterclaim as well. 

With respect to the 12th and 13th claims of the

Commonwealth agent, I want to go directly to your Honor's

question to Mr. Despins, which was tell me how, as concisely

and precisely as you can, these implicate antecedent property

questions.

The answer, as I heard it, was, well, if the court 

were to find that the statute violated the Constitution, then 

nobody has ever challenged that the consequence is that the 

Commonwealth would own the SUT. I will stand up here and say 

we have challenged it before. We challenge today in our 

answer. We challenge it again here, because what Mr. Despins 

is saying, if you look at the counterclaims, what they are 

challenging is not the statute, but the "COFINA structure." 

While that is undefined, what is clear that what is being 

challenged is not whether COFINA itself was legally and 

constitutionally established as a separate and independent 

entity. What is not being challenged is whether the 

Commonwealth actually transferred property to that entity. 

What they are challenging is what happened with that 

pledge, with that transfer of property, was that properly 

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pledged, was that constitutional, was the incurrence of debt 

constitutional, was that a violation of taxing authority, was 

that a violation of constitutional debt limits. 

Those are precisely the issues that are in the 12th

and 13th causes of action and that is not an antecedent 

question. What happens, those questions do not need to be 

answered to determine whose property the SUT is today. 

So, your Honor, we would just close by saying that we

think that your Honor properly and appropriately construed the

narrow scope of the stipulation and that all of the

counterclaims and all of the claims in this action should be

revisited and narrowed consistent with the guiding principles

that you laid out in terms of what is appropriately considered

and antecedent question to the very binary issue of whose

property is it, Commonwealth or COFINA.

THE COURT: Thank you.

MS. MILLER: Thank you.

THE COURT: That brings us back to Mr. Despins, unless

Mr. Levin wants to rebut those.

Actually, I'm sorry, Mr. Levin and Mr. Stancil.

(Continued on next page) 

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THE COURT: And that brings us back to Mr. Despins,

unless Mr. Levin wants to rebut.

Actually, I'm sorry. Mr. Stancil.

MR. LEVIN: Your Honor, I waive rebuttal.

THE COURT: Thank you.

MR. STANCIL: Thank you, your Honor.

Very briefly, I heard nothing about the GO complaints 

from Mr. Dugan or Mr. Kirpalani. Only Ms. Miller addressed it, 

and she didn't answer a question. 

The question first was procedurally what would justify 

a failure to move and now to ask to strike or modify our own 

count. All Ms. Miller offered was well, now they wish they 

had. 

I would recommend to the Court paragraph 1 of our 

complaint: "This action seeks a declaratory judgment that all 

revenues derived from the SUT imposed and collected by the 

Commonwealth are property of the Commonwealth." We weren't 

hiding the ball at all. This is the core question. 

Moreover, there is absolutely no response to the fact 

that it's improper to move for affirmative relief in opposition 

to someone else's motion. There simply is no basis to strike 

or modify the GO claims. 

But I think more fundamentally, there is confusion 

offered here by the other side, which is that the issues as to 

why COFINA, the transfer of COFINA, the property taxes attempt 

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to transfer the sales and use tax to COFINA was improper is 

because of these other constitutional violations. 

They're confusing the why it's unconstitutional with 

whether it's unconstitutional, and I think we need to get to 

the core of this complaint which is notwithstanding what the 

Constitution says about all available resources and the many, 

many other interlocking provisions that say where this tax 

money goes, you can just by ipse dixit wave your wand and say, 

but these don't count. You have to get to that, or this case, 

as I said a moment ago, will go nowhere, and we really do need 

to get this question resolved, your Honor. 

THE COURT: Thank you.

MR. DESPINS: Very briefly, your Honor. I agree with

Mr. Stancil that what's attempted here is to confuse a bunch of

issues so that the Court basically says, oh, I need to stick to

what we have. Otherwise, there's going to be chaos. We are

not challenging the bonds. We are challenging the creation of

COFINA as a structure that was meant -- that had the effect of

going around constitutional, very clear constitutional

provisions.

If we are correct that in fact there was

constitutional evasion, the consequence of that is that the

transfer of SUT by the Commonwealth to COFINA would not be

valid, and therefore, the SUT would be owned by the

Commonwealth.

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THE COURT: Would not be valid because COFINA does not

legitimately exist as an entity, or would not be valid because

at some point certain ceilings were exceeded so that some

elements of what COFINA obligated itself to do were

unconstitutional and, therefore, shouldn't be funded with SUT?

MR. DESPINS: No. It's not a question of whether it's

not a valid legal entity or not.

The question is did the transfer of SUT, which was

clearly an asset of the Commonwealth and an available resource,

as defined in the Constitution, did that violate the

Puerto Rico Constitution and, therefore, did any structure that

accomplished that transfer -- is any structure that

accomplished that structure void because it violates the

Constitution, either because of debt priority or either because

it was designed or had the effect, designed or had the effect,

of evading other constitutional motivations such as deficit

funding or exceeding the debt limits.

But what they want is to actually litigate the issue.

They're saying, no. No. Those claims don't make sense.

Therefore, find they're out of scope, but that's not the

standard, your Honor.

The standard is we've pled them. They're very clear 

in articles 12 and 13 of the complaint. Whether they're in 

scope or not is not a mini trial on whether they think those 

claims make sense or not. 

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Clearly they do make sense. Other courts have held

that similar structures are void and, therefore, must --

because they violate the local Constitution in those cases, and

it's exactly the same thing that we're doing here, your Honor.

THE COURT: Thank you.

I will take this under advisement. I understand the

pressures of the summary judgment schedule. So I will try not

to keep you all waiting long. Thank you all for your work here

today. Safe travels. We are adjourned.

(Adjourned)

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UNITED STATES DISTRICT COURT) 

 ) ss. 

OF PUERTO RICO ) 

REPORTERS' CERTIFICATE

I, Kelly Surina and Lisa Picciano Fellis, do hereby

certify that the above and foregoing, consisting of the 

preceding 23 pages, constitutes a true and accurate transcript 

of my stenographic notes and is a full, true and complete 

transcript of the proceedings to the best of our ability. 

Dated this 10th day of January, 2018. 

S/Kelly Surina__________ 

Kelly Surina, RMR, CSR, RPR, CRR 

S/Lisa Picciano Fellis____________ 

 Lisa Picciano Fellis, RMR, CSR, RPR 

 Official Court Reporters 

 500 Pearl Street 

New York, NY 10007 

212-805-0320 

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