FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

SECURITIES AND EXCHANGE 

COMMISSION,

Plaintiff,

and

KAREN LYNN BENSON; P.J. BRIX,

LLC,

Claimants-Appellants, No. 04-35339

v.  D.C. No.

CAPITAL CV-00-01290-KI CONSULTANTS LLC;

JEFFREY L. GRAYSON; BARCLAY L.

GRAYSON,

Defendants,

THOMAS F. LENNON,

Receiver-Appellee. 

7647
SECURITIES AND EXCHANGE 

COMMISSION; CAROLYN L. ARNTSON;

ARNTSON FAMILY HOLDINGS, LLC;

MARY ARNTSON; JERRY L. BAKER;

MARY BETH BAKER; KAREN LYNN

BENSON; RODERICK A. LIVESAY;

BRIX DEARMOND LLC; JOHN R.

CHANEY; J. DAVID COUGHLIN AND

JENNIFER LEE COUGHLIN TRUST; J.

DAVID COUGHLIN; MARLENE

DUTCHER; ROBERT DUTCHER; DAVOL

FAMILY TRUSTS A AND B; ANN

HAZEN FRANCIS; FREMONT LAND

COMPANY LLC; FUNERAL No. 04-35967

ASSOCIATES LLC; JAY A. HINZ;

D.C. Nos. HOLTZ JOINT TRUST; KENNETH E.  CV-00-01290-KI HOLTZ; ROSELLA G. HOLTZ; PAULA CV-01-00609-KI J. KING; SHELLEY KING; LABORERS

INTERNATIONAL UNION OF NORTH OPINION

AMERICA, LOCAL 296; ELIZABETH

MCNALLY; JAMES MURPHY;

PATRICIA J. MURPHY; WAYNE

MUSGROVE; ESTATE OF BENNIE KAY

MUSGROVE; BETTY NORRIE;

INTERTRIBAL TIMBER COUNCIL; P.J.

BRIX, LLC; KENNETH R. POORMAN;

POORMAN FAMILY LLC; QUALITY

ELECTRIC MONEY PURCHASE PLAN;

SCOTT THOMASON; DONALD E.

TYKESON TRUST; DONALD E.

TYKESON; DONALD E. TYKESON

FOUNDATION; BOYD VAN NESS; 

7648 BENSON v. LENNON
WAND

’S FUNERAL HOME DEFINED



BENEFIT PENSION PLAN; ROBERT J. WILHELM TRUST; ALLEN AND ESTHER WILSON REVOCABLE TRUST

;

LESLIE R. WOLF; MARTIN WOLF;

DEBORAH WOLF; NANCY M. GABRIEL; JOSEPH GABRIEL; ROBERT

B. GUTTERMAN TRUST; S.M. GUTTERMAN, MA, JD, PROFIT

-

SHARING PLAN; G.S. GUTTERMAN,

MD; S.M. GUTTERMAN; G.S. GUTTERMAN; IBEW LOCAL UNION

1245; NOEL B. FLYNN; JELD-WEN FOUNDATION; QUALITY ELECTRIC, INC.; AFTCS-PREFERRED ENDOWMENT CARE-CALIFORNIA; AMERICAN FUNERAL & CEMETERY



TRUST SERVICES PREFERRED ENDOWMENT CARE — OREGON

/

WASHINGTON,

Plaintiffs,

EIGHTH DISTRICT ELECTRICAL PENSION FUND; EIGHTH DISTRICT ELECTRICAL BENEFIT FUND,

Claimants,

and

AMERICAN FUNERAL AND CEMETERY TRUST SERVICES; VIRGINIA K. MUDD; VIRGINIA B. MUDD REVOCABLE TRUST,

Plaintiffs-Appellants,

v.



BENSON v. LENNON 7649
CAPITAL CONSULTANTS LLC; 

JEFFREY L. GRAYSON; BARCLAY L.

GRAYSON; CAPITAL CONSULTANTS

LLC; ANDREW WIEDERHORN;

LAWRENCE A. MENDELSOHN;

JEFFREY L. GRAYSON; BARCLAY L.

GRAYSON; CAPITAL CONSULTANTS,

INC.; WILSHIRE CREDIT

CORPORATION; WILSHIRE FINANCIAL

SERVICES GROUP, INC.; WILSHIRE

SERVICING CORPORATION; PORTLAND

SERVICING CORPORATION; CAPITAL

WILSHIRE HOLDINGS, INC.; STERLING

CAPITAL LLC; DANIEL DYER; TED

WIEDERHORN; SPECIALTY FINANCE 

INVESTORS LLC; TIFFANY

WIEDERHORN; JOYCE MENDELSOHN;

WILSHIRE REAL ESTATE INVESTMENT

TRUST, INC.; FIRST BANK OF

BEVERLY HILLS FSB; WILSHIRE

ACQUISITION CORPORATION;

WILSHIRE FUNDING CORPORATION;

CF CREDIT LLC; BUD COLEMAN;

DAVID FREY; FOLEY MCINTOSH

FREY & CLAYTOR PC; OXBOW

CAPITAL PARTNERS, LLC; OXBOW

CAPITAL 1999 FUND I, LLC;

OXBOW CAPITAL 1999 FUND B,

LLC; BEAR STEARNS & CO.; 

7650 BENSON v. LENNON
MOSS ADAMS LLP; CONSILLIUM, 

INC.; SUZANNE PERKINS; LARRY

TAPANEN; STEPHEN OLSON; SHAWN

OLSON; O’MELVENY & MYERS

LLP; ROBERT N. ECCLES; MARK

PETERMAN; ELLIS & HOWARD PC;

WEISS JENSEN; MCCARTER & 

ENGLISH; BROOKS FINANCIAL LLC,

Defendants,

THOMAS F. LENNON,

Receiver-Appellee. 

Appeal from the United States District Court

for the District of Oregon

Garr M. King, District Judge, Presiding

Argued and Submitted

March 9, 2006—Portland, Oregon

Filed July 12, 2006

Before: Melvin Brunetti, Thomas G. Nelson, and

Richard A. Paez, Circuit Judges.

Per Curiam Opinion

BENSON v. LENNON 7651
COUNSEL

John W. Stephens, Esler, Stephens & Buckley, Portland, Oregon, for the appellants. 

Loraine L. Pedowitz, Allen Matkins Leck Gamble & Mallory

LLP, San Diego, California, for the appellee. 

7654 BENSON v. LENNON
OPINION

PER CURIAM: 

I. Introduction

Pursuant to 28 U.S.C. § 1291, we have jurisdiction over

appeals from “all final decisions of the district courts of the

United States.”

1

 This appeal presents the question of whether

a district court’s order determining the rights and liabilities of

some, but not all, claimants with claims to receivership assets

is a final decision under § 1291.2 We conclude that, unless the

district court certifies the order and directs entry of judgment

pursuant to Federal Rule of Civil Procedure 54(b), such an

order is not a final decision. Thus, we lack jurisdiction over

the appeal of one set of claimants/appellants, Benson and

Brix, LLC (“Benson and Brix”), but we have jurisdiction over

the appeal of the other set, the American Funeral and Cemetery Trust Services, MUDD, and the Mudd Revocable Trust.

We address the merits of the second set of claimants’ appeal

in a memorandum disposition issued with this opinion. 

II. Background

These consolidated appeals arise from a civil suit against an

investment advisor, Capital Consultants, LLC (“CCL”), by

the SEC (“the SEC litigation”). The appellants were all clients

of CCL and are thus claimants in the SEC litigation. To

understand their appeal, one must not only understand the

appellants’ position in the SEC litigation, but also in another

suit. 

1

28 U.S.C. § 1291. 

2We recognize that 28 U.S.C. § 1292(a)(2) provides for appeal in

receiverships in certain circumstances. However, those circumstances are

not present here, and we have interpreted the provision narrowly. See id.;

FTC v. Overseas Unltd. Agency, 873 F.2d 1233, 1235 (9th Cir. 1989).

Thus, we address our jurisdiction solely under § 1291. 

BENSON v. LENNON 7655
The appellants are part of a group known as the American

Funeral Plaintiffs. Along with other clients of CCL, the

American Funeral Plaintiffs sued CCL and third parties

directly (“the direct action”) when CCL’s fraud became

known. When settlement talks with the third party defendants

in the direct action stalled due to differences of opinion

between the American Funeral Plaintiffs and the other plaintiffs, a settlement agreement among the plaintiffs was

reached. The American Funeral Plaintiffs agreed to exchange

their rights to certain claims against the third party defendants

in the direct action — and therefore their ability to block settlement — in exchange for $9.975 million, plus interest.

Because CCL was, at the time of the settlement in the direct

action, under receivership in the SEC litigation, the district

court in the SEC litigation had to approve the settlement

agreement among the plaintiffs in the direct action. It did so.

Thus, the American Funeral Plaintiffs ended their involvement in the direct action. 

Meanwhile, the SEC litigation continued. Eventually, the

court adopted a second amended distribution plan. It interpreted that plan to allow claimants, including the appellants,

to receive a set distribution or to trace their investments if

they wished. However, in an order dated August 18, 2003, the

court held that American Funeral Plaintiffs had to remit any

funds they had received pursuant to the settlement agreement

among the plaintiffs in the direct action, if they elected to

trace their investments. Both sets of appellants elected to

trace, and now challenge this remittance requirement, arguing

that it is neither true to the terms of the distribution plan nor

to the terms of the settlement agreement. 

The receiver did not object to the tracing claims of the

American Funeral and Cemetery Trust Services, MUDD, and

the MUDD revocable trust. Thus, the August 18, 2003 order

provided the method by which the receiver ultimately determined the sums this first set of claimants would receive. The

claimants sought Rule 54(b) certification of, and entry of

7656 BENSON v. LENNON
judgment on, the district court’s August 18, 2003 order as it

applied to them. The district court granted their request.

Accordingly, they appeal from a judgment the district court

certified as final. 

The receiver did object to the tracing claims of Benson and

Brix. However, in an order dated February 9, 2004, the district court approved their claims. Thus, the August 18, 2003

order provided the method by which the receiver ultimately

determined the sums Benson and Brix would receive, but the

court’s February 9, 2004 order allowed the award of those

sums over the receiver’s objection. Without seeking Rule

54(b) certification, Benson and Brix appealed the district

court’s February 9, 2004 order. 

In the appellants’ initial briefing, they argued that this court

has jurisdiction over Benson and Brix’s appeal because the

district court’s February 9th order was a final order or judgment pursuant to § 1291. They argued for a liberal interpretation of finality, drawing analogies to bankruptcy. At oral

argument, they supplemented their briefing with two citations

to out-of-circuit cases that held similar orders appealable

under the collateral order doctrine. They argued for jurisdiction over the American Funeral and Cemetery Trust Services,

MUDD, and the Mudd Revocable Trust’s appeal pursuant to

Rule 54(b) and § 1291. 

III. Discussion

[1] Generally, a final decision under § 1291 “ends the litigation on the merits and leaves nothing for the court to do but

execute the judgment.”

3

 However, in certain circumstances, a

decision that does not end the litigation may be considered

final under the statute. The collateral order doctrine defines

one such circumstance; Rule 54(b), another. 

3Catlin v. United States, 324 U.S. 229, 233 (1945). 

BENSON v. LENNON 7657
[2] No one contends that either the August 18th order or the

February 9th order ends the litigation. Accordingly, neither

order is a final decision in the usual sense. To determine if we

nonetheless have jurisdiction under § 1291, then, we must

determine whether the collateral order doctrine or Rule 54(b)

applies to those orders.4

A. The Collateral Order Doctrine 

[3] The collateral order doctrine was designed to allow

appeal from a “narrow class of decisions that do not terminate

the litigation, but must, in the interest of achieving a healthy

legal system[,] nonetheless be treated as final.”

5

 Requirements

of the doctrine are often described as three-fold. Orders that

do not dispose of the entire litigation are appealable as collateral orders if they “[1] conclusively determine the disputed

question, [2] resolve an important issue completely separate

from the merits of the action, and [3] [are] effectively unreviewable on appeal from a final judgment.”

6

 The Supreme

Court has emphasized that these requirements are to be

4Drawing analogies to the bankruptcy context, the claimants urge us to

take a “similarly flexible” approach to finality in this, the receivership,

context. We decline to do so. Although similarities between receivership

and bankruptcy proceedings certainly exist, differences exist as well. One

such difference is in the statutes that govern appeals. Title 28 U.S.C. § 158

governs bankruptcy appeals to the district court and provides the more

“flexible” approach to which appellants refer. Title 28 U.S.C. § 1291 governs here. 

5Digital Equip. Corp. v. Desktop Direct, Inc., 511 U.S. 863, 867 (1994)

(internal quotation marks and citation omitted). 

6Coopers & Lybrand v. Livesay, 437 U.S. 463, 468 (1978). These

requirements may also be framed as two requirements, one of which has

three prongs. That is: the order must finally resolve a disputed issue

involving a claim of right, and the right in question must be important,

evanescent, and collateral to the rest of the litigation. See, e.g., Cohen v.

Beneficial Indus. Loan Corp., 337 U.S. 541, 546 (1949). 

7658 BENSON v. LENNON
applied strictly and that only a “narrow class of decisions”

satisfy them.7

Strict application of the requirements is particularly important because, when a court identifies an order as an appealable, collateral one, it determines the appealability of all such

orders.8 If courts did not apply the requirements strictly, then,

the doctrine would no longer govern a “narrow class of decisions,”9

 but a broad class. Thus, we are not to consider “the

chance that the litigation at hand might be speeded, or a particular injustic[e] averted, by a prompt appellate court decision”10 when we determine whether a particular order is an

appealable, collateral one. We must take a broader view and

determine if resolution of the kind of claim in question must

always be immediately appealable under the collateral order

doctrine. 

[4] We conclude that orders such as the district court’s February 9th and August 18th orders involve the merits of the litigation. Thus, they are not collateral to the merits11 and are not

appealable under the collateral order doctrine.12 To be truly

collateral to the merits of the litigation, a claim or right must

not be “an ingredient of the cause of action” and must therefore “not require consideration with” that cause of action.13

The disposition of the issue should not “affect, or [ ] be

7

See Digital Equip., 511 U.S. at 867-68. 

8

See Richardson-Merrell, Inc. v. Koller, 472 U.S. 424, 439 (1985)

(“This Court . . . has expressly rejected efforts to reduce the finality

requirement of § 1291 to a case-by-case determination of whether a particular ruling should be subject to appeal.”); Digital Equip., 511 U.S. at 868.

9Digital Equip., 511 U.S. at 867. 

10Id. at 868 (internal quotation marks and citation omitted). 

11Id.

12Because such orders fail the collateral requirement, we need not consider the other requirements of the collateral order doctrine. 

13Cohen, 337 U.S. at 546-47. 

BENSON v. LENNON 7659
affected by, decision of the merits.”

14 To determine if the

claims in question are collateral to the merits of the litigation,

we must determine what the merits are and what the claims

are. Then, we must determine if resolution of the claims

affects the merits. 

[5] Defining the “merits” of the litigation is not particularly

difficult. The litigation in question is a receivership proceeding instituted by the SEC, an agency charged with protecting

“the national public interest and the interest of investors.”

15 In

accord with its charge, the SEC sought to place CCL into

receivership after determining that it and its principals, the

defendants, had violated securities laws and harmed their clients. A review of the stipulated court order reveals that the

receivership had several purposes and the receiver, several

different duties. In addition to investigating and pursuing

claims arising from legal violations, the receiver was to

locate, take control of, and preserve the company’s assets.

The receiver was then charged with disbursing those assets in

accordance with the court’s orders. Because rightful claims to

assets exceed the assets available, the court, with the help of

the receiver, must determine how to distribute the assets equitably. Thus, distributing CCL’s assets equitably is one of the

central purposes of the receivership and, correspondingly, of

the SEC’s litigation.16

The claim the appellants asserted in this case was a claim

to assets held by the receiver. Specifically, the appellants

14Id. at 546. 

1515 U.S.C. § 80a-1(b). 

16See, e.g., Esbitt v. Dutch-Amer. Mercantile Corp., 335 F.2d 141, 143

(2d Cir. 1964) (concluding that, “in bringing an action for an injunction

and the appointment of a receiver, the SEC is [ ] concerned with the protection of those who already have been injured by a violator’s actions from

further despoliation of their property or rights” not merely with “the

enjoining of possible future violations”) (internal quotation marks omitted). 

7660 BENSON v. LENNON
asserted a right to receive traced funds without remitting settlement funds. 

[6] If one of the primary purposes of the litigation is to

determine how best to distribute CCL’s assets to claimants,

including the appellants, their claims clearly comprise part of

the merits of the litigation. The fact that they comprise only

a small piece of the merits is irrelevant. Resolution of the

appellants’ claims will directly affect the ongoing litigation.17

If the claims succeed, the pool of assets the receiver controls

will be smaller. Accordingly, the receiver will have fewer

resources to distribute to other claimants. 

We acknowledge that several other circuits have drawn the

opposite conclusion.18 We respectfully disagree with their

decisions for the reasons given above and for one other reason: Following the other circuits’ rule would, we believe, lead

to costly and unnecessary uncertainty. 

In the receivership context, determining whether an order

finally resolves a claim — and thus whether the order might

satisfy the collateral order doctrine — can be extremely difficult. The facts of the Sixth Circuit case illustrate this difficulty. In Basic Energy, each party identified a different order

as the one finally resolving the appellants’ claims; the court,

yet a third. One order in that case ended up providing the

method that resolved the appellants’ claims. The receiver

therefore argued that it was the order from which the claimants should have appealed.19 The claimants argued that a subsequent order was the appropriate order from which to appeal.20

17See Cohen, 337 U.S. at 546. 

18See SEC v. Basic Energy & Affiliated Res., Inc., 273 F.3d 657, 665-67

(6th Cir. 2001) (holding that a court order resolving some claims to receivership assets was an appealable, collateral order); SEC v. Forex Asset

Mgmt. LLC, 242 F.3d 325, 330-31 (5th Cir. 2001) (same). 

19Basic Energy, 273 F.3d at 663. 

20Id. at 664-65. 

BENSON v. LENNON 7661
After carefully evaluating the two orders cited by the parties,

the court concluded that neither order finally resolved the

claim in question.21 After examining the record, however, the

court concluded that a third order issued by the district court

after the appeal was taken — and never cited by the parties

— did so.22 Moreover, the court concluded that this third order

satisfied the other requirements of the collateral order doctrine

as well. Thus, the court held that it had jurisdiction.23 Accordingly, in the Sixth Circuit case, it was not clear which order

was appealable until the court resolved the appeal.24

The particular difficulty in the receivership context of

determining whether an order satisfies the collateral order

doctrine creates real problems for parties and, ultimately, for

courts. As with all final decisions, the time for appeal of an

appealable collateral order begins to run on the date the court

enters the order.25 Thus, parties who do not realize that an

order may be an appealable collateral order before the time

for appeal runs out will lose their opportunity to appeal. Also

problematic, parties aware of this potential pitfall will file

appeals of all orders that might satisfy the collateral order

doctrine in order to protect their appellate rights. Uncertainty

regarding finality and appealability will therefore generate

extra work for parties as well as for courts. 

The practical problems that would result from categorizing

orders in this context as appealable collateral orders strength21Id.

22Id. at 665. 

23Id.

24In this case, the problem was perhaps less extreme, partly because

there were fewer orders from which to choose. However, it was an open

question whether the August 18th order would resolve the appellants’

claims, at least until the end of the period during which the receiver could

object to a party’s claims 

25See Fed. R. App. P. 4; Note, Appealability in the Federal Courts, 75

Harv. L. Rev. 351, 367 (1961). 

7662 BENSON v. LENNON
ens our conviction that our decision not to do so is correct.

We turn now to the other possible avenue of jurisdiction over

such orders: Federal Rule of Civil Procedure 54(b). 

B. Federal Rule of Civil Procedure 54(b) 

[7] Rule 54(b) allows a district court to finalize an order

that completely disposes of one or more, but “fewer than all

of the claims or parties.”

26 A brief review of the rule’s history

illustrates its purpose. 

Rule 54(b) was originally promulgated in response to

newly-liberalized rules regarding joinder of claims and parties.27

Courts and commentators worried that liberal joinder “increased the danger of hardship and denial of justice through

delay if each issue must await the determination of all issues

as to all parties before a final judgment can be had.”

28 Thus,

the original version of Rule 54(b) allowed for appeal to be

taken from an order that finally determined a single claim,

despite the fact that other claims remained.29 Because the original rule did not require that a court enter judgment on the

claim before the time for appeal began to run, it left parties

uncertain as to whether particular orders were appealable.30

Unwary parties missed the opportunity to appeal, and the

courts were flooded with protective appeals.31 In other words,

26Fed. R. Civ. P. 54(b). 

27See 10 James Wm. Moore et al., Moore’s Federal Practice, § 54 app.

102[1]. 

28Dickinson v. Petroleum Conversion Corp., 338 U.S. 507, 511 (1950).

29Moore’s Federal Practice, Civ. § 54 App. 102[1]. The rule was

amended in 1961 to allow for an appeal from an order that disposed of all

the rights and liabilities of a single party as well. Id. at [6]. 

30Id. at [2]. 

31Id. (“If there was any real doubt as to the finality of an adjudication,

and there often was, careful practice dictated an appeal by a losing party

dissatisfied with the adjudication, so that fruitless appeals were often

taken.”) 

BENSON v. LENNON 7663
courts and parties faced the same kinds of problems outlined

in the previous section of this opinion. 

[8] To remedy these problems, Rule 54(b) was amended in

1946 to include the requirements, still present in the rule

today, that the district court “make an express determination

that there is no just reason for delay” and that the court make

“an express direction for the entry of judgment.”

32 All other

orders remain interlocutory under the rule.33 Thus, the time for

appeal does not begin to run until a court has made its express

determination and direction — until it finalizes its decision.

The rule thereby avoids the confusion and waste of time created by uncertainty as to finality, helps insure that a decision

really is final before it is appealed, and alerts the district court

to the fact of the appeal. Awareness of the specific issue on

appeal is particularly important because Rule 54(b) allows for

the appeal of claims that go to the merits of the litigation.34

Thus, resolution of a Rule 54(b) appeal may affect the ongoing litigation. This is in contrast to the collateral order doctrine, which allows for appeal only of issues collateral to the

litigation.35

[9] As discussed above, the orders from which both sets of

appellants seek to appeal address the merits of the litigation

and finally resolve all the claims of only some of the parties.

Accordingly, they fall squarely within Rule 54(b). In order to

appeal the decisions in those orders, then, the parties must ask

32Fed. R. Civ. P. 54(b); Moore’s Federal Practice § 54 app. 102[3]. 

33Id.

34See Moore’s Federal Practice, § 54.27(2)(c); 75 Harv. L. Rev. at 367.

35Some commentators have noted that the doctrine and the rule may

overlap in rare circumstances. See, e.g., 15A Charles Alan Wright et al.,

Federal Practice and Procedure § 3911 (2d ed. 2005) (noting that the collateral order doctrine “has been relied upon to find finality as to orders that

finally dispose of all disputes as to parties whose role in the litigation is

itself subordinate and collateral to the merits”). However, any overlap

does not bear on our decision. 

7664 BENSON v. LENNON
the district court expressly to determine that no just reason for

delay exists and to order the entry of judgment. 

[10] The American Funeral and Cemetery Trust Services,

MUDD, and the Mudd Revocable Trust followed the required

procedures and the district court made the required determination and direction. Accordingly, those appellants have

appealed from a decision rendered final pursuant to Rule

54(b) and over which we have jurisdiction. 

[11] Benson and Brix, however, did not follow the required

procedures. Accordingly, the order from which they appeal

remains interlocutory and we lack jurisdiction over it. Thus,

we dismiss their appeal for lack of jurisdiction. 

IV. Conclusion

The appellants seek to appeal district court orders that adjudicated all of their rights and liabilities. Because numerous

claims and parties remain before the district court, the orders

do not terminate the litigation. Thus, they are not final decisions in the usual sense. Because the appellants’ claims are

integral to the merits of the litigation, the orders are not collateral. Accordingly, they are not orders over which we have

jurisdiction under the collateral order doctrine. Rather, they

are precisely the kind of orders addressed by Federal Rule of

Civil Procedure 54(b). Benson and Brix did not obtain the

certification and direction for entry of judgment required by

Rule 54(b) to render an order final, and we lack jurisdiction

over their appeal. The American Funeral and Cemetery Trust

Services, MUDD, and the Mudd Revocable Trust did obtain

the required certification and direction, and we have jurisdiction over their appeal. We address the merits of their appeal

in a memorandum disposition that accompanies this opinion.

The appeal in No. 04-35339 is DISMISSED FOR LACK

OF JURISDICTION. The merits of appeal No. 04-35967 are

addressed in the accompanying memorandum disposition. 

BENSON v. LENNON 7665