UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

HANLEY C. CLARK, Commissioner of

Insurance for the State of West

Virginia, as Receiver of George

Washington Life Insurance

Company,

Plaintiff-Appellee,

v.

DUDLEY D. ALLEN; JOHN H. WILBUR;

FRANK E. CLARK, JR.,

Defendants-Appellants,

and

WALTER C. WALDEN; MICHAEL J.

DAVOLI; MAHONEY, ADAMS AND

CRISER, formerly known as

No. 95-2487

Mahoney, Adams, Milam, Surface

and Grimsley, formerly known as

Mahoney, Hadlow and Adams; JOHN

J. MCAVOY; CAROLYN B. LAMM;

DONALD F. WITHERS; BYRON N.

THOMPSON, JR.,

Defendants,

v.

BETTY CORDIAL; TOM FENNELL;

ERNST & YOUNG; LYNN PENDLEBURY;

LAMAR WALKER; WALKER &

ASSOCIATES; JOHN COLLINS; CHERYL

DAVIS; CTFAND ASSOCIATES,

INCORPORATED,

Third Party Defendants.
HANLEY C. CLARK, Commissioner of

Insurance for the State of West

Virginia, as Receiver of George

Washington Life Insurance

Company,

Plaintiff-Appellee,

v.

DUDLEY D. ALLEN; JOHN H. WILBUR;

FRANK E. CLARK, JR.,

Defendants-Appellants,

and

WALTER C. WALDEN; MICHAEL J.

DAVOLI; MAHONEY, ADAMS AND

CRISER, formerly known as

No. 96-1116

Mahoney, Adams, Milam, Surface

and Grimsley, formerly known as

Mahoney, Hadlow and Adams; JOHN

J. MCAVOY; CAROLYN B. LAMM;

DONALD F. WITHERS; BYRON N.

THOMPSON, JR.,

Defendants,

v.

BETTY CORDIAL; TOM FENNELL;

ERNST & YOUNG; LYNN PENDLEBURY;

LAMAR WALKER; WALKER &

ASSOCIATES; JOHN COLLINS; CHERYL

DAVIS; CTFAND ASSOCIATES,

INCORPORATED,

Third Party Defendants.

 2
HANLEY C. CLARK, Commissioner of

Insurance for the State of West

Virginia, as Receiver of George

Washington Life Insurance

Company,

Plaintiff-Appellee,

v.

JOHN H. WILBUR; FRANK E. CLARK,

JR.,

Defendants-Appellants,

and

DUDLEY D. ALLEN; WALTER C.

WALDEN; MICHAEL J. DAVOLI;

MAHONEY, ADAMS AND CRISER,

formerly known as Mahoney,

No. 96-1276

Adams, Milam, Surface and

Grimsley, formerly known as

Mahoney, Hadlow and Adams; JOHN

J. MCAVOY; CAROLYN B. LAMM;

DONALD F. WITHERS; BYRON N.

THOMPSON, JR.,

Defendants,

v.

BETTY CORDIAL; TOM FENNELL;

ERNST & YOUNG; LYNN PENDLEBURY;

LAMAR WALKER; WALKER &

ASSOCIATES; JOHN COLLINS; CHERYL

DAVIS; CTFAND ASSOCIATES,

INCORPORATED,

Third Party Defendants.

Appeals from the United States District Court

for the Southern District of West Virginia, at Charleston.

Charles H. Haden II, Chief District Judge.

(CA-92-935)

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Argued: January 28, 1998

Decided: March 13, 1998

Before WILKINSON, Chief Judge, and ERVIN and HAMILTON,

Circuit Judges.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: John H. Wilbur, Dudley D. Allen, Jacksonville, Florida;

Frank E. Clark, Jr., Jacksonville, Florida, for Appellants. Alan Francis

Curley, ROBINSON, CURLEY & CLAYTON, P.C., Chicago, Illinois, for Appellees. ON BRIEF: Cynthia H. Hyndman, ROBINSON,

CURLEY & CLAYTON, P.C., Chicago, Illinois; Rudolph L. DiTrapano, Debra L. Hamilton, DITRAPANO & JACKSON, Charleston,

West Virginia, for Appellees.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c).

_________________________________________________________________

OPINION

PER CURIAM:

This consolidated appeal involves a suit brought by the West Virginia Insurance Commissioner in his capacity as receiver for the

George Washington Life Insurance Company ("GW Life"). A jury

found Dudley D. Allen, John H. Wilbur, and Frank E. Clark, Jr., former directors of GW Life, liable for breaching their fiduciary duties

to the company. It also found Allen and Wilbur liable for professional

negligence. Allen, Wilbur, and Clark now challenge various rulings

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and post-trial orders of the district court. Finding each of their contentions without merit, we affirm.

I.

GW Life is an insurance company established under West Virginia's corporate laws. Wilbur served as chairman, president, and chief

executive officer of GW Life and its parent company, the George

Washington Corporation ("GW Corp"). Clark served as the chief

financial officer, treasurer, secretary, and a director of both companies. Allen also was a director of both companies.

In June 1991, after state examiners concluded that GW Life was

insolvent in an amount exceeding $12 million, the Circuit Court of

Kanawha County, West Virginia ordered liquidation of GW Life and,

pursuant to W. Va. Code § 33-10-14, appointed the Commissioner

permanent receiver and liquidator. The Commissioner, in his capacity

as receiver, then brought this case, later removed to federal court, to

recover assets that Wilbur, Clark, Allen (collectively referred to as

"appellants") and others allegedly had diverted from GW Life.

The first amended complaint alleged in part that the diversion of

assets had occurred through a series of transactions during the 1980s.

The substance of these transactions is not seriously disputed in this

appeal. In essence, they were designed to circumvent West Virginia's

strict limitations on the use of policyholder premiums, e.g., W. Va.

Code § 33-27-5(c), and to enable certain shareholders, including

appellants, to maintain control over GW Corp. The transactions

included the following conduct: causing GW Life to pay funds either

through consulting fees or sham commissions to dummy corporations

controlled by appellants or others; using GW Life funds to pay the

legal defense fees of GW Corp officers and directors and to settle

lawsuits brought by dissident GW Corp shareholders; and directing

GW Life to purchase GW Corp stock and then sell that same stock

at substantial discounts to entities controlled by appellants or their

associates.

During part of this time, Wilbur and Allen were law partners in

Florida with Arthur W. Milam, a director of GW Corp and GW Life.

Both Milam and Wilbur performed legal work on some of the transac-

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tions. After Milam left the partnership in 1982, Wilbur and Allen

remained partners, and Allen performed legal work for GW Life

though not on transactions described in the Commissioner's complaint.

The complaint contained claims under the Racketeer Influenced

and Corrupt Organizations Act ("RICO"), 18 U.S.C. §§ 1961-68, and

various state law claims. The state law claims included breach of fiduciary duty by appellants and others as well as professional negligence

by Wilbur, Allen, and Milam.

Before trial, some defendants, though not appellants, settled with

the Commissioner; the district court approved the settlements which

totaled $7,416,666.66. Also before trial, Michael J. Davoli, one of the

defendants who did not settle, became gravely ill and underwent surgery. Appellants moved to continue the trial on account of Davoli's

absence. The district court denied the motion and severed the claims

and defenses relating to Davoli from the trial.

Trial commenced at the end of March 1995 on the claims against

appellants. During the trial, Professor Howard Messing, a professor

of law and expert in legal ethics, testified about some of the transactions at issue. Professor Messing explained how Allen's and Wilbur's

involvement in or approval of the transactions violated the standard

of care for Florida attorneys.

Also during the trial, appellants sought to read extensive portions

of Davoli's deposition to the jury. Some jurors complained that they

found the presentation confusing, and the district court discontinued

further reading of the deposition after it had consumed nearly a day

of trial; the court provided appellants a brief opportunity to identify

any material in the deposition that might be critical to their defense.

The judge also instructed appellants that he would consider additional

reading if subsequent testimony referred to matters in the deposition;

appellants did not take advantage of this offer.

At the close of the evidence, the district court entertained motions

for judgment as a matter of law. The court granted the Commissioner's motion for judgment as a matter of law on several affirmative

defenses raised by appellants and declined to instruct the jury on

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them. The district court denied a motion by Wilbur and Allen for

judgment as a matter of law on the Commissioner's professional negligence claim. Four claims were submitted to the jury: RICO, RICO

conspiracy, breach of fiduciary duty, and professional negligence.

The jury found in appellants' favor on the RICO and RICO conspiracy claims, found appellants liable for breach of fiduciary duty, and

found Wilbur and Allen liable for negligence in the performance of

their professional services as attorneys for GW Life. It awarded damages of $8,986,070 on the professional negligence claim and

$4,629,188 on the breach of fiduciary duty claim.

Subsequently, the court considered post-trial motions, including a

motion to reduce the jury's damage awards by the amount of the pretrial settlements. The court applied thirty-four percent of the settlements to the award on the breach of fiduciary duty claim and the

remaining sixty-six percent to the award on the professional negligence claim. After the reductions, the court entered final judgment:

appellants were jointly and severally liable for $2,107,521.34 for

breach of fiduciary duty; Wilbur and Allen were jointly and severally

liable for an additional $4,091,070.00 for professional negligence.

After the entry of final judgment, the Commissioner discovered

that appellants held certain property located outside West Virginia.

With the district court's permission, the Commissioner registered this

judgment in the United States District Court for the Middle District

of Florida. He then sought additional orders from the West Virginia

district court. On November 20, 1995, the court ordered appellants to

notify the Commissioner before transferring any assets. Subsequently,

the court ordered appellants to liquidate certain assets and deliver the

proceeds to the Commissioner; it also ordered Wilbur to deliver the

deed to a home located in Florida.

After entry of the orders, appellants each filed for Chapter 7 bankruptcy protection in Jacksonville, Florida. This circuit stayed any

appeal pending action by the bankruptcy court. After appellants were

denied discharge, we lifted the stay. This appeal followed.

II.

Appellants challenge two of the district court's rulings relating to

Davoli's absence. First, they argue that once Davoli became ill the

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district court should have granted their motion to continue the trial.

Second, they argue that the district court should not have limited the

reading of Davoli's deposition at trial. We reject both challenges.

We review the district court's decision not to continue the trial for

abuse of discretion. Kosnoski v. Bruce, 669 F.2d 944, 947 (4th Cir.

1982). A court may deny the motion for a continuance where the

movant cannot show that an absent witness is likely to become available. See Thompson v. State of Miss., 914 F.2d 736, 739 (5th Cir.

1990) (no abuse of discretion in denying continuance where "likelihood of . . . obtaining the sought witnesses was far from clear"). In

this case, appellants did not show that Davoli's health would improve;

thus, the court had little assurance that he would be available to testify

in the near future. See Johnston v. Harris County Flood Control Dist.,

869 F.2d 1565, 1570-71 (5th Cir. 1989) (no abuse of discretion in

denying continuance where codefendant suffered heart attack before

trial and physician could not indicate when health would permit him

to attend). Under these circumstances, the district court properly exercised its discretion in denying appellants' motion.

The district court also properly exercised its discretion when it limited the reading of Davoli's deposition. We generally defer to district

court rulings about the mode and presentation of evidence. United

States v. Tindle, 808 F.2d 319, 328 (4th Cir. 1986). Federal Rule of

Evidence 611(a) instructs courts to consider several factors including

whether the presentation is "effective for the ascertainment of the

truth" and "avoid[s] needless consumption of time." Here both considerations supported the district court's action. Given the complaints of

two jurors, the district court's decision reduced the risk that the jury

might be confused or misled by unrestricted reading of the deposition.

See Beard v. Mitchell, 604 F.2d 485, 503 (7th Cir. 1979). As this confusing reading already had consumed nearly a day of trial, the court's

decision also avoided a needless consumption of time. See

Oostendorp v. Khanna, 937 F.2d 1177, 1179-80 (7th Cir. 1991) (finding district court requirement that party use deposition summaries

"not an abuse of its discretionary authority to regulate the conduct of

civil trials"); cf. Walker v. Action Indus., Inc., 802 F.2d 703, 712 (4th

Cir. 1986) (approving district court requirement that party present oral

summaries of lengthy depositions as "a legitimate exercise of its

inherent discretionary power to ensure the orderly and expeditious

 8
administration of the trial"). Finally, we doubt that the limitations

imposed by the district court prejudiced appellants; despite the district

court's offer, they never identified other passages of the deposition to

be read into the record.

III.

Wilbur and Allen argue that they were entitled to judgment as a

matter of law on the Commissioner's claim of professional negligence. They assert that the Commissioner's proof on this claim

depended solely on the testimony of Professor Messing. They maintain that Professor Messing relied exclusively on Florida's ethics rules

to establish the standard of care and that a violation of these rules may

not give rise to a cause of action. Viewing the evidence in the light

most favorable to the Commissioner, the nonmovant, we find that he

introduced sufficient evidence to submit the professional negligence

claim to the jury. Benner v. Nationwide Mut. Ins. Co., 93 F.3d 1228,

1234 (4th Cir. 1996).

Wilbur and Allen simply have ignored portions of Professor Messing's testimony. Professor Messing not only discussed whether Wilbur's and Allen's conduct comported with Florida's ethics rules but

also gave his expert opinion that their conduct breached the standard

of care for attorneys. The record is replete with instances where Professor Messing offered his opinion on this issue. For example, counsel

for the Commissioner asked Professor Messing about a transaction in

which GW Corp diverted premiums out of GW Life through a

dummy corporation:

Q: You mentioned that it [Wilbur's and Allen's conduct]

violated the Rules of Ethics. Is it your opinion that it also

violated the standard of care for attorneys in Florida?

A: Yes, it did.

J.A. 392. It was not improper for Professor Messing to use the Florida

ethics rules as evidence of the standard of care, which is what he did

in this case. In sum, ample evidence supported the Commissioner's

claim that Wilbur's and Allen's conduct breached the applicable stan-

 9
dard of care; thus, the district court did not err in submitting this claim

to the jury.*

IV.

Appellants next maintain that the district court erroneously granted

the Commissioner judgment as a matter of law on several of their

affirmative defenses. They focus most of their attack on whether the

applicable statute of limitations barred the Commissioner's state law

claims. We first consider the statute of limitations defense and then

turn to the other defenses. We view the evidence in the light most

favorable to appellants, the nonmovants. Benner , 93 F.3d at 1234.

A.

With respect to the statute of limitations defense, the issue raised

by this appeal is a narrow one. The parties agree that West Virginia's

two-year statute of limitations, W. Va. Code § 55-2-12, applied to the

Commissioner's state law claims and that the Commissioner filed the

suit more than two years after the challenged transactions had

occurred. They disagree only over whether the doctrine of adverse

domination tolled the statute of limitations.

Under the doctrine of adverse domination, as recognized in West

Virginia, the statute of limitations is tolled on a corporation's claims

against its directors, officers, and others while the corporation is controlled by parties acting against its interests. Clark v. Milam, 452

S.E.2d 714, 719 (W. Va. 1994) (recognizing the doctrine of adverse

domination in response to questions certified by the district court in

this case). This doctrine tolls the statute "so long as there is no one

who knows of and is able and willing to redress the misconduct of

those who are committing the torts against the corporate plaintiff." Id.

_________________________________________________________________

*We also reject any argument that Wilbur and Allen were not in an

attorney-client relationship with GW Life. Wilbur and Allen were partners with Milam while he performed legal work on certain transactions

described in the complaint. Furthermore, Wilbur, while Allen was his

partner, apparently did legal work on some of these matters. Finally,

Allen also apparently performed legal work for GW Life on matters

other than those described in the complaint.

 10
at 720. "[T]he defendants have the burden of showing that there was

someone who had the knowledge, ability and motivation to bring suit

during the period in which defendants controlled the corporation."

Hecht v. Resolution Trust Corp., 635 A.2d 394, 408 (Md. 1994); see

also Clark v. Milam, 452 S.E.2d at 720 (citing Hecht).

In this case, the Commissioner provided evidence that GW Life

was controlled by parties acting against its interests. Appellants and

other defendants dominated GW Life by holding a substantial percentage of the stock in its parent, GW Corp. They also controlled the

boards of both GW Corp and GW Life.

Once the Commissioner provided evidence of adverse domination,

appellants bore the burden of proving that some other party had the

"knowledge, ability and motivation to bring suit" on GW Life's

behalf, thereby stopping the tolling of the statute. Appellants maintain

that they carried this burden in two ways. First, they contend that the

Commissioner, prior to his appointment as receiver of GW Life, was

aware of and could have remedied any misconduct; they point to a

1988 lawsuit brought by GW Life against the Commissioner in which

the Commissioner sought to be appointed receiver. Second, they

argue that two lawsuits filed by dissident shareholders of GW Corp

against appellants and others ended the tolling of the statute.

Appellants have failed to carry their burden. While the 1988 lawsuit provided some evidence that the Commissioner had the "knowledge" and "motivation" to remedy the losses sustained by GW Life,

appellants failed to show that the Commissioner had the "ability" to

sue on GW Life's behalf. In this case, the Commissioner lacked that

ability until his appointment as receiver. And appellants not only

failed to meet their burden of showing how the shareholder suits

stopped the tolling of the statute, but their own testimony and other

evidence completely undermine their position. Wilbur testified that

the shareholders in one suit were "seeking to get[the] money of GW

Life." He further testified the shareholders in both suits were "raiders

who wanted to take the assets of the company," presumably also in

reference to GW Life. It is far from clear that the dissident shareholders sought to protect GW Life's interests; rather it appears that the

shareholders were prepared to settle their claims by selling their

shares to appellants or others who controlled GW Corp and GW Life.

 11
In sum, the evidence merely showed that the minority shareholders

sought to protect their own interests, not GW Life's. Thus, the district

court did not err in granting the Commissioner judgment as a matter

of law on this defense.

B.

Appellants next argue that the district court should not have

granted judgment as a matter of law to the Commissioner on several

other affirmative defenses. These included laches, estoppel, unclean

hands, avoidable consequences, and intervening cause. To support

these defenses, appellants point to various actions of the Commissioner prior to his appointment as receiver.

Several of these defenses may be treated together. Laches, estoppel, unclean hands, and avoidable consequences all require proof of

some conduct by the plaintiff that limits or bars recovery. In a suit

brought by a receiver, actions taken in his capacity as regulator technically represent third-party conduct and, therefore, provide no support for defenses requiring proof of a plaintiff's conduct. Cf. State of

North Carolina v. Alexander & Alexander Servs., Inc. , 711 F. Supp.

257, 264 (E.D.N.C. 1989) (suit brought by Commissioner of Insurance in capacity as rehabilitator of insurance company, finding "irrelevant" defenses based on conduct as regulator); Corcoran v. National

Union Fire Ins. Co. of Pittsburgh, 532 N.Y.S.2d 376, 378 (N.Y. App.

Div. 1988) (suit brought by Superintendent of Insurance in capacity

as liquidator of insurance company, dismissing affirmative defenses

based on conduct as regulator); see also Cordial v. Ernst & Young,

483 S.E.2d 248, 257 (W. Va. 1996) (suit brought by receiver of insurance company, recognizing the "representative capacity" in which

receiver serves). Appellants failed to provide any evidence relating to

the conduct of the plaintiff, in this case the Commissioner in his

capacity as receiver. Thus, the district court properly granted judgment as a matter of law on these defenses.

Appellants also did not produce sufficient evidence to support their

defense of intervening cause. To support this defense, a defendant

must show that the third-party conduct was the sole and independent

cause of the alleged injury. Wehner v. Weinstein , 444 S.E.2d 27, 32-

33 (W. Va. 1994); Perry v. Melton, 299 S.E.2d 8, 10 (W. Va. 1982).

 12
Here, substantial evidence indicated that the losses sustained by GW

Life were due to the actions of appellants and others. Appellants

failed to show that the Commissioner's pre-receivership conduct was

the sole and independent cause of those losses. Thus, the district court

properly granted judgment as a matter of law on this defense.

V.

Clark challenges the district court's apportionment of the pretrial

settlements between the damage awards. The district court allocated

thirty-four percent of the settlements to the damage award on the

breach of fiduciary duty claim and the remaining sixty-six percent to

the damage award on the professional negligence claim. Clark urges

that the district court instead should have applied the settlements first

to eliminate the damage award for breach of fiduciary duty and

applied the balance to the damage award for professional negligence.

We find no clear error in the district court's allocation. Atlas Food

Sys. and Servs., Inc. v. Crane Nat'l Vendors, Inc. , 99 F.3d 587, 596

(4th Cir. 1996) (reviewing setoff for clear error).

While we have not identified a West Virginia case involving the

precise situation presented in this appeal, we doubt that the West Virginia courts would embrace the approach advanced by Clark. Under

that approach, Clark would completely avoid liability because the

combined settlements exceed the damage award on the breach of fiduciary duty claim. Such an approach would undermine West Virginia's

"strong public policy favoring out-of-court resolution of disputes."

Board of Educ. of McDowell County v. Zando, Martin & Milstead,

Inc., 390 S.E.2d 796, 803 (W. Va. 1990). Once some defendants had

settled, others would be encouraged to take their chances at trial in the

hope that the settlements might exceed the final damage award. The

formula adopted by the district court advanced West Virginia's

"strong public policy" of encouraging settlements by not absolving

Clark of all liability. Under these circumstances, its allocation was not

clearly erroneous.

VI.

Appellants finally raise several challenges to the district court's

notification and turnover orders.

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A.

Appellants argue that the district court lacked jurisdiction in the

post-judgment proceedings. They contend that the district court could

not enter further orders once the Commissioner had registered the

judgment elsewhere. See 28 U.S.C. § 1963 (providing for the registration of judgments).

We disagree. In Peacock v. Thomas, the Supreme Court reaffirmed

the longstanding principle that federal courts ordinarily may exercise

ancillary jurisdiction to enforce their judgments. 116 S. Ct. 862, 868

(1996). "Without jurisdiction to enforce a judgment entered by a federal court, `the judicial power would be incomplete and entirely inadequate to the purposes for which it was conferred by the Constitution.'" Id. (quoting Riggs v. Johnson County, 73 U.S. (6 Wall.) 166,

187 (1868)). In this case, the district court simply exercised the jurisdiction that Peacock and Riggs recognized as necessary to ensure

appellants' satisfaction of the judgment. And nothing in the text of

section 1963 indicates the registration of a judgment in another district deprives the judgment-rendering court of jurisdiction to enforce

that judgment through appropriate means. Thus, we conclude that the

district court had jurisdiction in these proceedings.

B.

Appellants next argue that the use of turnover orders was inappropriate. They maintain that the district court could only utilize a writ

of execution to satisfy the judgment.

Federal Rule of Civil Procedure 69(a) instructs courts on the procedure for enforcing a judgment. It provides that"[p]rocess to enforce

a judgment for the payment of money shall be a writ of execution,

unless the court directs otherwise." Fed. R. Civ. P. 69(a) (emphasis

added). Rule 69(a) also instructs courts generally to apply state procedures on execution absent controlling federal law. Id. Federal courts

should comply substantially with these procedures but need not follow them exactly. United States v. Harkins Builders, Inc., 45 F.3d

830, 833 (4th Cir. 1995).

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In West Virginia, a money judgment may be enforced by a writ of

fieri facias. W. Va. Code § 38-4-5. Once the writ is issued, a

judgment-debtor may be summoned to identify property with which

to satisfy the judgment. W. Va. Code § 38-5-1. The debtor may then

be required to deliver property in his possession, including real estate

located outside West Virginia, to an officer possessing the writ. W.

Va. Code § 38-5-4.

In this case, the district court's use of the turnover orders was

proper. The "unless" clause of Rule 69(a) expressly authorizes courts

to enforce their judgments by means other than writs of execution.

Under West Virginia law, appellants could be required to turn over

property in their possession, including the deed to Wilbur's home in

Florida. W. Va. Code § 38-5-4; see also Laborers' Pension Fund v.

Dirty Work Unlimited, Inc., 919 F.2d 491, 494 (7th Cir. 1990)

(approving use of turnover order to recover property where authorized

under Illinois law). While it does not appear that the district court followed every aspect of West Virginia's execution procedures, we find

that it substantially complied with those procedures.

C.

Finally, appellants argue that the district court should have applied

Florida's exemption laws because some of the property described in

the turnover orders was located in Florida. We disagree. Rule 69

expressly directs a court to apply the "practice and procedure of the

state in which the district court is held." Fed. R. Civ. P. 69(a). Rule

69(a) does not instruct courts to apply the procedures of the state in

which the property is located. In this case, the district court sat in

West Virginia and, thus, properly looked to West Virginia's exemption laws.

VII.

For the foregoing reasons, we affirm the judgment of the district

court in all respects.

AFFIRMED

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