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Justia › US Law › Case Law › Federal Courts › District Courts › New York › Southern District of New York › 2017 › VR Optics LLC v. Peloton Interactive, Inc. › Filing 57
VR Optics LLC v. Peloton Interactive, Inc., No. 1:2016cv06392 - Document 57 (S.D.N.Y. 2017)
Court Description: OPINION AND ORDER: re: 46 MOTION to Dismiss Amended Third-Party Complaint and Count Three of Amended Counterclaims filed by VR Optics LLC, Villency Design Group, L.L.C, Eric Villency, 34 MOTION to Dismiss Third-Party Complaint and Count Three o f Counterclaims filed by VR Optics LLC, Villency Design Group, L.L.C, Eric Villency, 37 MOTION to Dismiss Third-Party Complaint filed by Joseph Coffey, 49 MOTION to Dismiss Amended Third-Party Complaint filed by Joseph Coffey. For the foregoing reasons, Movants' motion to dismiss is DENIED. The Clerk of Court is directed to close the motions at Docket Numbers 34, 37, 46, and 49. SO ORDERED (Signed by Judge J. Paul Oetken on 8/18/2017) (ama)
VR Optics LLC v. Peloton Interactive, Inc. Doc. 57 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK VR OPTICS, LLC, a Delaware Corporation, Plaintiff, -v- 16-CV-6392 (JPO) OPINION AND ORDER PELOTON INTERACTIVE, INC., Defendant. PELOTON INTERACTIVE, INC., Third-Party Plaintiff, -vVILLENCY DESIGN GROUP, LLC, ERIC VILLENCY, and JOSEPH COFFEY, Third-Party Defendants. J. PAUL OETKEN, District Judge: On August 11, 2016, Plaintiff and Counterclaim Defendant VR Optics, LLC ("VR Optics") filed this patent infringement suit against Defendant and Third-Party Plaintiff Peloton Interactive, Inc. ("Peloton"), alleging that Peloton's interactive fitness equipment infringes U.S. Patent No. 6,902,513, entitled "Interactive Fitness Equipment" ("the '513 patent"). (See Dkt. No. 1 ("Compl.").) On December 30, 2016, Peloton filed an Amended Third-Party Complaint against Third-Party Defendants Villency Design Group, LLC ("VDG"), Eric Villency, and Joseph Coffey (Dkt. No. 42 ("TP Compl.")), as well as an Amended Answer and Counterclaims against VR Optics (Dkt. No. 41 ("Countercl.")). Now, VR Optics, VDG, Villency, and Coffey 1 Dockets.Justia.com ("Movants") move to dismiss Peloton's claims. (Dkt. No. 46; Dkt. No. 49.) 1 For the reasons that follow, the motions to dismiss are denied. I. Background The following facts are taken from the Amended Third-Party Complaint and are presumed true for the purposes of this motion. Peloton provides live and archived studio cycling classes to users in their homes by way of a stationary bike with an integrated tablet computer. (TP Compl. ¶ 16.) VDG is a consumer product development company owned by Villency and Coffey. (Id. ¶¶ 15, 23.) In 2012, pursuant to a written agreement, Peloton hired VDG to design, develop, and manufacture an interactive stationary bike with an integrated tablet computer. (Id. ¶¶ 17–18; Dkt. No. 48-1 (the "2012 Agreement").) In 2014, the parties entered into a second, superseding agreement. (TP Compl. ¶ 19; Dkt. No. 48-2 (the "2014 Agreement").) Before the 2014 Agreement expired, Villency and Coffey learned of the existence of the '513 patent. (TP Compl. ¶¶ 23–24.) Indeed, they determined that the bike they were designing for Peloton potentially infringed the '513 patent. (Id. ¶ 25.) Yet they did not inform Peloton of the potential infringement claim nor endeavor to invent around the claims of the '513 patent. (Id. ¶¶ 35–36.) Instead, Villency and Coffey sought to acquire the '513 patent and assert it against Peloton. (Id. ¶ 26.) Accordingly, they created VR Optics, acquired the '513 patent, and filed the present lawsuit. (Id. ¶¶ 27–34, 37–39.) 1 The motion to dismiss filed by VR Optics, VDG, and Villency is at Docket Number 46. The motion to dismiss filed by Coffey is at Docket Number 49. The two motions are identical. 2 Peloton now seeks indemnification for this action and to hold VDG liable for allegedly breaching both the 2012 Agreement and the 2014 Agreement (id. ¶¶ 69–88); fraudulently concealing its awareness of the '513 patent and the likelihood of a patent infringement claim against Peloton (id. ¶¶ 89–97); and breaching the covenant of good faith and fair dealing (id. ¶¶ 98–105). Peloton also claims that Villency, Coffee, and VR Optics intentionally interfered with the contractual relationship between Peloton and VDG. (Id. ¶¶ 106–13; Countercl. ¶¶ 116– 23.) II. Legal Standard To survive a motion to dismiss pursuant to Rule 12(b)(6), "a complaint must contain sufficient factual matter . . . to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. When evaluating whether a complaint meets these requirements, courts assume that all "factual allegations contained in the complaint" are true, Twombly, 550 U.S. at 572 (quoting Swierkiewicz v. Sorema N. A., 534 U.S. 506, 508 n.1 (2002)), and "draw all inferences in the light most favorable to the non-moving party[]," In re NYSE Specialists Sec. Litig., 503 F.3d 89, 95 (2d Cir. 2007). "[A] Rule 12(b)(6) motion must be resolved by looking only to the complaint; documents that are attached as exhibits to, incorporated by reference, or integral to the complaint; and matters of which judicial notice may be taken." Rhee-Karn v. Burnett, No. 13 Civ. 6132, 2014 WL 4494126, at *3 (S.D.N.Y. Sept. 12, 2014) (citing Samuels v. Air Transp. Local 504, 992 F.2d 12, 15 (2d Cir. 1993)). 3 III. Discussion A. Breach of Contract Movants challenge Peloton's breach of contract claim against VDG. First, they argue that neither the 2012 Agreement nor the 2014 Agreement is still operative: The 2012 Agreement was terminated and superseded by the 2014 Agreement, and the 2014 Agreement—along with its warranties, representations, and indemnification provision—expired by its terms in June 2016. (Dkt. No. 47 at 10–11.) Even assuming that the 2014 Agreement's indemnification provision survived its termination, Movants argue that the provision creates no obligations with respect to the '513 patent. (Id. at 11–13.) Both the 2012 Agreement and the 2014 Agreement dictate that New York law applies, and the parties do not argue otherwise. (2012 Agreement § 7.3(e); 2014 Agreement § 8.3(e).) In New York, "if 'a contract is straightforward and unambiguous, its interpretation presents a question of law for the court to be made without resort to extrinsic evidence.'" Postlewaite v. McGraw-Hill, Inc., 411 F.3d 63, 67 (2d Cir. 2005) (quoting Ruttenberg v. Davidge Data Sys. Corp., 626 N.Y.S.2d 174, 175 (App. Div. 1st Dep't 1995)). First, while the parties do not dispute that the 2012 Agreement was superseded by the 2014 Agreement, Peloton's Amended Third-Party Complaint alleges a breach of that contract before it expired. The 2012 Agreement expressly provides that "the Bike Intellectual Property does not and will not infringe upon the rights of any third party." (2012 Agreement § 2.7(c).) Peloton alleges that "[VDG] breached the [2012 Agreement] on the day that it executed the agreement because the representation and warranty that the Peloton Bike did not then infringe upon the rights of any third parties was false." (TP Compl. ¶ 77; see also id. ¶ 80 (alleging that "[VDG] breached the [2012 Agreement] on the day that it executed the agreement because the 4 representation and warranty that the Peloton Bike would not infringe upon the rights of any third parties was false").) Movants provide no reason why Peloton cannot state a claim for breach of the 2012 Agreement based upon conduct that occurred while the contract was in effect. Second, Movants argue that the representations, warranties, and indemnity provisions do not survive termination of the 2014 Agreement. But, again, the Amended Third-Party Complaint alleges a breach of that contract before the agreement expired. (See id. ¶¶ 78, 81.) Moreover, the 2014 Agreement contains a survival clause, which states that "[a]ll representations and warranties of [VDG] and Peloton contained in this Agreement will survive the termination of this Agreement." (2014 Agreement § 8.3(b).) Section 8.2, titled "REPRESENTATIONS AND WARRANTIES," expressly provides that "the Bike Intellectual Property does not and will not infringe upon the rights of any third party." (Id. § 8.2(a)(3).) Under the 2014 Agreement, therefore, VDG's obligation to provide "Bike Intellectual Property" that does not infringe a third-party patent unambiguously survived the contract's termination in June 2016. To avoid liability for breach of contract, Movants argue that the Bike Intellectual Property provided by VDG to Peloton does not infringe the '513 patent until Peloton adds certain elements required by the patent's claims. 2 In particular, Movants argue that "VDG's scope of work was limited to designing and manufacturing certain aspects of the physical bike itself (as opposed to the [interactive fitness system ('Interactive System')] or the [flat-screen interactive 2 Peloton's claim for breach of contract is premised on the assumption that the Bike Intellectual Property provided by VDG for Peloton pursuant to the 2012 and 2014 Agreements potentially infringes the '513 patent. This puts Peloton in a precarious position: To state a claim for breach of contract, it must allege that the Bike Intellectual Property infringes the '513 patent; yet to prevail as a defendant in this patent infringement suit, it will need to demonstrate either that its product does not infringe the '513 patent or that the '513 patent is invalid. 5 device ('Device')])" and that "VDG did not design, make or produce the Interactive System or the Device." (Dkt. No. 47 at 12.) Peloton argues that the scope of the agreement was broader, such that VDG provided "allegedly infringing contributions." (Dkt. No. 53 at 22.) Peloton's claim for breach of contract hinges on whether the product produced by VDG contributorily infringes the '513 patent. "Contributory infringement occurs if a party sells or offers to sell, a material or apparatus for use in practicing a patented process, and that 'material or apparatus' is material to practicing the invention, has no substantial non-infringing uses, and is known by the party 'to be especially made or especially adapted for use in an infringement of such patent.'" In re Bill of Lading Transmission & Processing Sys. Patent Litig., 681 F.3d 1323, 1337 (Fed. Cir. 2012) (quoting 35 U.S.C. § 271(c)). Contributory infringement requires, among other things, "that the components sold or offered for sale have no substantial non-infringing uses." Id. Under the 2012 Agreement, the parties agreed that "[VDG] shall design, develop and engineer a stationary cycling Device Bike, incorporating the placement and design of [a] flat screen interactive table[t], in accordance with the specifications" agreed upon by VDG and Peloton. (2012 Agreement § 1.1.) "Device Bike" is defined in the 2012 Agreement as an "indoor cycling bike[]" with a "flat-screen interactive device . . . mounted on or adjacent [to] the handlebar[s]." (Id. at pmbl.) Under the 2014 Agreement, which the parties entered into as a "more comprehensive agreement to include servicing of the Bike" (Dkt. No. 48-2 at pmbl.), VDG agreed to (1) make design adjustments, (2) manage all aspects of the Factory relationship, (3) manage with the Factory all Bike improvements; (4) manage Bike quality control; (5) oversee the testing and development of new components; and (6) communicate on a weekly basis, by written report to Peloton, all Bike development progress and issues. (Dkt. 48-2 at §§ 1.1(a)–(g).) 6 Movants argue that the products made pursuant to the 2012 and 2014 Agreements "can be used as a spinning bike independent of the infringing [Peloton interactive fitness system]." (Dkt. No. 55 at 2.) Certainly, if there is no contributory or direct infringement of the product created pursuant to the Agreements, there is no breach of contract. However, at the motion to dismiss stage, "draw[ing] all inferences in the light most favorable to the non-moving party[]," In re NYSE Specialists Sec. Litig., 503 F.3d at 95, the Court cannot determine whether the products produced by VDG pursuant to the 2012 and 2014 Agreements "carry out functions constituting substantial non-infringing uses. This is, at best, a matter to be established with an evidentiary record at summary judgment." Regents of the Univ. of Cal. v. Bos. Sci. Corp., No. 16 Civ. 6266, 2017 WL 2335543, at *2 (N.D. Cal. May 30, 2017). Movants' motion to dismiss Peloton's breach of contract claims is therefore denied. B. Covenant of Good Faith and Fair Dealing Peloton also alleges that VDG breached the covenant of good faith and fair dealing. Under New York law, "[i]mplicit in every contract is an implied covenant of good faith and fair dealing." Gutierrez v. Gov't Emps. Ins. Co., 25 N.Y.S.3d 625, 625 (App. Div. 2d Dep't 2016). This represents "a pledge that neither party to the contract shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruit of the contract, even if the terms of the contract do not explicitly prohibit such conduct." Id. Peloton accuses VDG, through Villency and Coffey, of breaching the covenant of good faith and fair dealing. (TP Compl. ¶¶ 98–105.) Movants argue that Peloton's claim for breach of the covenant of good faith and fair dealing should be dismissed as duplicative of Peloton's breach of contract claim. However, a claim for a covenant of good faith and fair dealing "is not 7 necessarily duplicative of a cause of action alleging breach of contract." Gutierrez, 25 N.Y.S.3d at 625. Here, Peloton's allegation for breach of the covenant of good faith and fair dealing is distinct from Peloton's allegation for breach of contract. Peloton's Amended Third-Party Complaint alleges that VDG, through Villency and Coffey, "formed VR Optics to acquire the '513 Patent and assert it against Peloton." (TP Compl. ¶ 101.) And that "[b]y forming VR Optics, acquiring the '513 Patent, and asserting the '513 Patent against Peloton, [VDG] acts to withhold the benefits of both the [2012 Agreement] and the [2014 Agreement] from Peloton." (Id. ¶ 102.) Peloton states a claim for breach of an implied covenant of good faith by alleging "conduct that while technically not constituting a breach of contract, nevertheless deprives the plaintiff of the benefit of its bargain." Konecranes, Inc. v. Cranetech, Inc., No. 03 Civ. 6082, 2005 WL 246916, at *3 (W.D.N.Y. Feb. 2, 2005). Accordingly, based on the allegations alone, a reasonable finder of fact could determine that the decision to form VR Optics, acquire the '513 patent, and assert it against Peloton violated the spirit of the 2012 and 2014 Agreements, and therefore violated an implied covenant of good faith and fair dealing. Movants' motion to dismiss Peloton's claim for breach of the covenant of good faith and fair dealing is therefore denied. C. Fraudulent Concealment Peloton also alleges that VDG fraudulently concealed its awareness of the '513 patent and of the likelihood of an infringement claim against Peloton. (TP Compl. ¶¶ 89–97.) "The elements of a fraudulent concealment claim under New York law are: (1) a duty to disclose material facts; (2) knowledge of material facts by a party bound to make such 8 disclosures; (3) failure to discharge a duty to disclose; (4) scienter; (5) reliance; and (6) damages." De Sole v. Knoedler Gallery, LLC, 974 F. Supp. 2d 274, 314 (S.D.N.Y. 2013) (quoting Woods v. Maytag Co., 807 F. Supp. 2d 112, 124 (E.D.N.Y. 2011)) (internal quotation marks omitted). "With respect to the duty to disclose, 'New York recognizes a cause of action to recover damages for fraud based on concealment, where the party to be charged has superior knowledge or means of knowledge, such that the transaction without disclosure is rendered inherently unfair.'" Id. (quoting Miele v. Am. Tobacco Co., 770 N.Y.S.2d 386, 391 (App. Div. 2d Dep't 2003)). Movants argue that this claim should be dismissed based on Peloton's prior admissions in its original Third-Party Complaint. (Dkt. No. 47 at 13–15 (citing Dkt. No. 17).) In particular, the original Third-Party Complaint alleged that "Mr. Villency and Mr. Coffey learned of the '513 patent from an employee of Peloton." (Dkt. No. 17 ¶ 21.) In the Amended Third-Party Complaint, this allegation is removed. Peloton now alleges that, "[d]espite its awareness of the '513 Patent and of the imminent likelihood of an infringement claim against the Peloton Bike, [VDG] took no steps to inform Peloton of any potential infringement claim or that its prior and ongoing representations and warranties of non-infringement might not be true." (TP Compl. ¶ 90.) Movants argue that Peloton's admissions in its original Third-Party Complaint "negate its claim for fraudulent concealment" and warrant dismissal of the claim. (Dkt. No. 47 at 13.) Movants confuse the admission in the original Third-Party Complaint—that Peloton was aware of the '513 patent—with Peloton's actual claim of fraudulent concealment. That is, Peloton is not alleging that VDG fraudulently concealed the existence of the '513 patent; Peloton alleges that VDG fraudulently concealed the "imminent likelihood of an infringement claim against the Peloton Bike." (TP Compl. ¶ 90.) Villency and Coffey had "superior knowledge" of 9 their own efforts to acquire the '513 patent, to form VR Optics, and to file the present suit, yet they did not inform Peloton. (Id. ¶ 91.) As alleged, the concealment of this information rendered the transaction "inherently unfair." De Sole, 974 F. Supp. 2d at 314 (quoting Miele, 770 N.Y.S.2d at 391). Accordingly, Movants' motion to dismiss Peloton's claim for fraudulent concealment is denied. C. Tortious Interference with Contract Peloton alleges tortious interference with contract against Villency and Coffey (TP Compl. ¶¶ 106–13), and against VR Optics (Countercl. ¶¶ 116–23). "Under New York law, the elements of tortious interference with contract are (1) 'the existence of a valid contract between the plaintiff and a third party'; (2) the 'defendant's knowledge of the contract'; (3) the 'defendant's intentional procurement of the third-party's breach of the contract without justification'; (4) 'actual breach of the contract'; and (5) 'damages resulting therefrom.'" Kirch v. Liberty Media Corp., 449 F.3d 388, 401–02 (2d Cir. 2006) (quoting Lama Holding Co. v. Smith Barney Inc., 668 N.E.2d 1370, 1375 (N.Y. 1996)). When adjudicating this tort, New York courts seek "to strike a balance between two valued interests: protection of enforceable contracts, which lends stability and predictability to parties' dealings, and promotion of free and robust competition in the marketplace." White Plains Coat & Apron Co. v. Cintas Corp., 867 N.E.2d 381, 383 (N.Y. 2007). New York courts have, therefore, developed an "economic interest defense" to claims of tortious interference with contract. 3 "The defense applies when the defendant 'acted to protect its own legal or financial 3 Peloton argues that the economic interest defense is not applicable to a claim alleging tortious interference with a contractual relationship where the alleged interference is with an existing contract, as opposed to a prospective economic relationship. (Dkt. No. 53 at 13 (citing Island Rehab. Servs. Corp. v. Maimonides Med. Ctr., 859 N.Y.S.2d 903, at *8 (Sup. Ct. 2008) (unreported disposition)).) However, the Court concludes that the better reading of the 10 stake in the breaching party's business.' Unless there is a showing of malice or illegality, a defendant's economic interest in the breaching party's affairs bars an action for tortious interference with contract." Benihana of Tokyo, LLC v. Angelo, Gordon & Co., L.P., No. 16 Civ. 3800, 2017 WL 933111, at *11 (S.D.N.Y. Mar. 8, 2017) (quoting White Plains Coat & Apron, 867 N.E.2d at 383). The defense of economic interest does not apply, however, where the allegedly interfering parties acted to protect their own interest instead of their interest in the breaching party's business. See Dell's Maraschino Cherries Co. v. Shoreline Fruit Growers, Inc., 887 F. Supp. 2d 459, 484 (E.D.N.Y. 2012) ("[T]he defense . . . only applies when the alleged interfering parties have acted to protect their interest in the breaching party's business . . . not their own.") Based on the pleadings and Movants' own arguments, Peloton argues that the economic interest defense does not apply to Coffey, Villency, or VR Optics because they were acting in their own interest, and not their interest in VDG, the breaching party. For instance, the Amended ThirdParty Complaint alleges that, "Mr. Villency and Mr. Coffey induced [VDG] to breach the [2014 Agreement] and conceal[ed] the alleged infringement of the '513 Patent . . . in order to carry out their own personal scheme of creating VR Optics, acquiring the '513 Patent, and suing Peloton." (TP Compl. ¶ 110 (emphasis added); see also id. ¶ 111 ("Eric Villency and Joseph Coffey acted with malice and for the purpose of procuring personal pecuniary benefit at the expense of harm opinions of the New York courts is that the economic interest defense is available as a defense to claims of tortious interference with existing contracts, as courts in this Circuit consistently apply the defense in cases concerning existing contracts. See, e.g., Kuhns v. Ledger, 202 F. Supp. 3d 433, 441–42 (S.D.N.Y. 2016) (applying the defense to an existing contract); Vinas v. Chubb Corp., 499 F. Supp. 2d 427, 431–34 (S.D.N.Y. 2007) (same); see also White Plains Coat & Apron, 867 N.E.2d at 383 (noting that "New York law recognizes the tort of interference with both prospective and existing contracts"). 11 to Peloton and, in fact, injured the contractual relationship between Peloton and [VDG].") (emphasis added).) Indeed, Movants admit that "any actions taken by Villency and Coffey and/or VR Optics were for their own economic interest." (Dkt. No. 47 at 9.) Peloton argues, therefore, that the defense of economic interest is not available to Villency, Coffey, or VR Optics. However, "[s]everal courts in the Second Circuit have refused to apply the economic interest defense at the pleading stage to dismiss complaints for tortious interference with contract, explaining that the facts of the pleadings were not sufficiently developed to show entitlement to the defense." Hildene Capital Mgmt., LLC v. Friedman, Billings, Ramsey Grp., Inc., No. 11 Civ. 5832, 2012 WL 3542196, at *9 (S.D.N.Y. Aug. 15, 2012) (collecting cases). Here, the pleadings allege that "actions taken by Villency and Coffey and/or VR Optics were for their own economic interest" (Dkt. No. 47 at 9), but do not, as a matter of law, establish that their actions were taken "to protect their interest in the breaching party's business," Dell's Maraschino Cherries, 887 F. Supp. 2d at 484. The Court does not, therefore, dismiss Peloton's tortious interference claims at the motion-to-dismiss stage based on the economic interest defense. Movants also argue that Villency and Coffee cannot be personally liable for tortious interference because they were principals of VDG. (Dkt. No. 47 at 6–8.) "Generally, 'a corporate officer who is charged with inducing the breach of a contract between the corporation and a third party is immune from liability if it appears that he is acting in good faith as an officer and did not commit independent torts or predatory acts against another.'" Nahabedian v. Intercloud Sys., Inc., No. 15 Civ. 669, 2016 WL 155084, at *6 (S.D.N.Y. Jan. 12, 2016) (quoting G.D. Searle & Co. v. Medicore Commc'ns, Inc., 843 F. Supp. 895, 911 (S.D.N.Y. 1994)). However, if "the acts of the defendant corporate officers which resulted in the tortious interference with contract either were beyond the scope of their employment or, if not, were 12 motivated by their personal gain, as distinguished from gain for the corporation," they may be liable. Id. at *6 (quoting Petkanas v. Kooyman, 759 N.Y.S.2d 1, 2 (App. Div. 1st Dep't 2003)). As already described, the pleadings allege—and Movants admit—that Villency and Coffey were acting for personal gain. "The general rule . . . is that an 'officer or director is liable when he acts for his personal, rather than the corporate interests.'" Joan Hansen & Co. v. Everlast World's Boxing Headquarters Corp., 744 N.Y.S.2d 384, 390 (App. Div. 1st Dep't 2002) (quoting Hoag v. Chancellor, Inc., 677 N.Y.S.2d 531, 534 (App. Div. 1st Dep't 1998)). As alleged in the Amended Third-Party Complaint, Villency and Coffey are not entitled corporate officer immunity on the tortious interference claim. Accordingly, Movants' motion to dismiss Peloton's claim for tortious interference against Villency and Coffey and Peloton's counterclaim against VR Optics is denied. IV. Conclusion For the foregoing reasons, Movants' motion to dismiss is DENIED. The Clerk of Court is directed to close the motions at Docket Numbers 34, 37, 46, and 49. SO ORDERED. Dated: August 18, 2017 New York, New York ____________________________________ J. PAUL OETKEN United States District Judge 13


Hi everyone! Today I am sharing a preview of one of the new Roberto's Rascals stamps that will be available Thursday in the CC Designs store. I used Gardening Twila and AmyR Happy Day Sentiments. The pattern paper is Hello Sunshine from Pink Paislee. I colored the image with my Copic Markers. The ribbon is from the April Really Reasonable Ribbon kit. The sequins are from Pretty Pink Posh. I used the Blueprints 13 Die-Namics from MFT for the layout. Head over to the blog and link up for your chance to win a gift card to the store!
So cute! Your coloring is amazing!!!!


1. Source all content to Marc5Solas by name.
3. Drop me a line to let me know where/how you are using it. I enjoy reading feedback on articles!
a brother in the Lord send me your commentary why kids are leaving church.
great insight, troubling reality and i believe transcends to adults.
meanwhile i just wanted to encourage you in Christ Jesus and appreciate you.
Thanks brother. Your encouragement is greatly appreciated!
I'm a university student right now, and I'll be referencing your post about the top ten reasons why youth leave the church in an issues paper. My teacher, and possibly a couple of my peers will read it. Thanks for your opinion.


"Smile on your brother! Everybody get together; let us love one another right now!"
Sadly, I must admit that although I'm a child of the 70s, I got to know that particular song from the TimeLife infomercials that are just too enjoyable to turn off, especially at 3 in the morning when you're rocking a baby back to sleep. Good song, though...and it lends itself perfectly to my post tonight.
So many writers have an internal competitive spirit. Been there myself, in fact. It's something I often hid behind a smiling exterior as I beat back the ferocious beasts of comparison and jealousy. I say "hid" because I no longer give in to it. I've made a choice.
When I attended the Pikes Peak Writers' Conference, I was fortunate enough to volunteer. We were encouraged to keep up the reputation of the conference--friendly and helpful. It would be easy to steer someone the wrong way and make them late for their pitch appointment. One little word in someone's ear could tear down another writer. Harshly critiquing someone's work could tear them down.
That's just plain mean. And there's already way too much meanness in the world.
So back to my choice. I'm choosing to help my fellow authors. I've read some pages. I've made some connections. It's really the least I can do. And I would hope someone might someday do the same for me. I don't do it to get something out of it. I do it because it's the right thing to do.
Don't you think the world would be a much better place if we helped each other instead of fought each other?
I'd like to challenge you. You've already heard about the random acts of kindness thing and the pay it forward campaign. I just want to challenge you to find little ways to help out someone else. Where you are right now. What you have right now. What can you offer someone that would bring joy to their lives? Something selfless and kind.
It's that simple. And you won't believe the rewards you'll heap, simply in the good feeling of making someone's day. It's so worth it!
Love one another. It's a beautiful thing.


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fb businessMartin Nettleton adds: "We invested in the campaign to target those larger installation and distribution companies increasingly dissatisfied with the big fabricators who are starting to compete with them by setting up their own networks of trade counters and distribution outlets. "We're very proud of the way that the glass industry has come together to face the challenge of energy efficiency and decarbonisation - which will continue to define all manufacturing and markets for the coming decades. "Our entry for this award is a thank you to them for their vision and willingness to do things differently. It's also a thank you to BEIS for the courage and far-sightedness they have shown in working constructively with industry to fit their approach to the needs and circumstances of UK manufacturing." "Our entry for this award is a thank you to them for their vision and willingness to do things differently. It's also a thank you to BEIS for the courage and far-sightedness they have shown in working constructively with industry to fit their approach to the needs and circumstances of UK manufacturing." "None of the homeowners featured on the show know they've been chosen to receive a home makeover – it's a surprise, so I can't say any more about the episode we're involved in at the moment. You'll have to tune in and see it for yourself!" Ideally suited for a wide range of applications, the PURe® aluminium windows are available as tilt and turn or casement windows. Senior's innovative door range also features a choice of the PURe® FOLD and PURe® SLIDE options. "We're very proud of the way that the glass industry has come together to face the challenge of energy efficiency and decarbonisation - which will continue to define all manufacturing and markets for the coming decades.
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Hey! Hey you! Do you want to exhibit your art at the 2017 edition of ToyConUK? Yeah, of course, you do. Why wouldn't you? ToyConUK will be five years old in 2017 and this year they're only getting bigger. Extending to two days in April, rather than the original day event of TCUK past.
You can also visit the ToyConUK website HERE and click on the 2017 Exibition Application button at the top.
As there are two days to ToyConUK 2017, there may be artists that wish to do both days, or an individual day – which is why you need to pick your preference.
Pricewise, you're looking at Weekend booths estimated at £225 and day tables are £100. There may not be any day booths only tables, as an FYI. More details will become known as we get closer to the date. The TCUK Team will be in touch after they have sorted the preliminary layout for the event for confirmation. There will also be a wait list started as most years do see a few cancellations as we move closer to the event.
Tickets will become available at a future date, we'll keep you posted on details as they become available.


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CFZ-NEW ZEALAND
The Centre for Fortean Zoology was founded in the UK in 1992 - nearly 20 years ago. Over the past two decades it has expanded to become a truly global organisation. We opened our American office in 2001, or Australian office in 2009, and now - in our 19th year - we are proud to welcome CFZ New Zealand to the CFZ global family.
Is this a UFO? An Unidentified Feline Object?
A 3News television film crew sent to record a weather story in the back blocks of North Canterbury about recent snowfalls got more than they bargained for when they filmed a cat - a BIG cat - running across a snowy paddock.
"That's not a f****** cat - that's huge!" exclaimed one of the witnesses, a television cameraman.
"It was a cat the size of a German Shepherd!"
Pawprints the trio later found in the snow measured 10cm in circumference.
The local zoo Orana Park dismissed the footage as domestic cat - but the witnesses say if that's the case, it's one monster moggy!
The mid-Canterbury area is well known for its big cat sightings and was the setting for Prints of Darkness, a documentary about New Zealand's big cats by New Zealanders Mark Orton and Pip Walls.
The area also featured in Australian Big Cats: An Unnatural History of Panthers by Michael Williams and Rebecca Lang, which includes a chapter about New Zealand's big cats.
You can view the footage here:
http://www.3news.co.nz/Canterburys-big-cat---real-or-myth/tabid/367/articleID/222632/Default.aspx
Posted by RR at 06:27
Labels: an unnatural history of panthers, australian big cats, ufo, unidentified feline object
Several of the reports of unknown big cats in Australia, and even some of the recovered bodies of such-turn out to be exactly what you stated: "A domestic (house) cat run wild the size of a german shepard, one monster moggy"
Evidently the genetics of an ordinary cat include the innate capability to grow up to such a huge size in the lack of any naturally-present competition in the area.
Best Wishes, Dale D.
RR 22 August 2011 at 03:52
Indeed Dale, indeed. We certainly found many cases of 'monster moggies' while writing our book Australian Big Cats: An Unnatural History of Panthers (the Kurt Engel case is perhaps the best known) - but strangely many people don't seem to think this fact on its own has any significance.
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1 Introduction to Toxicology (Ernest Hodgson).
1.2 Relationship to Other Sciences.
1.3 A Brief History of Toxicology.
1.5 Sources of Toxic Compounds.
1.6 Movement of Toxicants in the Environment.
2 Introduction to Biochemical and Molecular Methods in Toxicology (Ernest Hodgson, Gerald A. LeBlanc, Sharon A. Meyer and Robert C. Smart).
PART II Classes of Toxicants.
3 Exposure Classes, Toxicants in Air, Water, Soil, Domestic and Occupational Settings (W. Gregory Cope).
3.2 Water and Soil Pollutants.
4 Classes of Toxicants: Use Classes (W. Gregory Cope and Ernest Hodgson).
4.4 Food Additives and Contaminants.
PART III Toxicant Processing In Vivo.
5 Absorption and Distribution of Toxicants (Ronald E. Baynes and Ernest Hodgson).
5.4 Physicochemical Properties Relevant to Diffusion.
6 Metabolism of Toxicants (Ernest Hodgson and Randy L. Rose).
7 Reactive Metabolites (Ernest Hodgson and Randy L. Rose).
7.3 Nature and Stability of Reactive Metabolites.
7.4 Fate of Reactive Metabolites.
7.5 Factors Affecting Toxicity of Reactive Metabolites.
7.7 Examples of Activating Reactions.
8 Chemical and Physiological Influences on Xenobiotic Metabolism (Andrew D. Wallace and Ernest Hodgson).
8.4 Comparative and Genetic Effects.
9 Elimination of Toxicants (Gerald A. LeBlanc).
10 Acute Toxicity (Gerald A. LeBlanc).
10.2 Acute Exposure and Effect.
10.6 Mechanisms of Acute Toxicity.
11 Chemical Carcinogenesis (Robert C. Smart).
11.1 DNA Damage and Mutagenesis.
11.2 General Aspects of Cancer.
11.4 Classes of Agents That Are Associated with Carcinogenesis.
11.5 General Aspects of Chemical Carcinogenesis.
12 Teratogenesis (Jill A. Barnes and Ida M. Washington).
12.2 Overview of Embryonic Development.
13 Hepatotoxicity (Andrew D. Wallace and Sharon A. Meyer).
13.2 Susceptibility of the Liver.
13.3 Types of Liver Injury.
13.6 Metabolic Activation of Hepatotoxicants.
14 Nephrotoxicity (Joan B. Tarloff and Andrew D. Wallace).
14.2 Factors Contributing to Nephrotoxicity.
15 Toxicology of the Nervous System (Bonita L. Blake).
15.3 Toxicant Effects on the Nervous System.
16 Reproductive System (Heather Patisaul).
16.4 Disruption of Male Reproduction by Toxicants.
16.6 Disruption of Female Reproduction by Toxicants.
17 Endocrine Toxicology (Gerald A. LeBlanc).
17.4 Incidents of Endocrine Toxicity.
18 Respiratory Toxicity (James C. Bonner).
18.2 Anatomy and Function of the Respiratory Tract.
18.3 Toxicant-Induced Lung Injury, Remodeling and Repair.
18.4 Occupational and Environmental Lung Diseases.
19 Immune System (MaryJane K. Selgrade).
19.4 Classification of Immune-Mediated Injury (Hypersensitivity).
19.5 Effects of Chemicals on Allergic Disease.
19.6 Other Issues: Autoimmunity, and the Developing Immune System.
20 Toxicity Testing (Ernest Hodgson and Helen Cunny).
20.2 Experimental Administration of Toxicants.
20.3 Chemical and Physical Properties.
20.4 Exposure and Environmental Fate.
20.6 In Vitro and Other Short-Term Tests.
20.9 The Future of Toxicity Testing.
21 Forensic and Clinical Toxicology (Sharon A. Meyer and Bonita L. Blake).
21.4 Analytical Methods in Forensic and Clinical Toxicology.
22 Prevention of Toxicity (Ernest Hodgson).
22.3 Prevention in Different Environments.
23 Human Health Risk Assessment (Ronald E. Baynes).
24 Toxicant Analysis (Chris Hofelt).
24.2 Environmental Sample Collection Methods.
24.4 Quantification, QA and QC.
25 Basics of Environmental Toxicology (Gerald A. LeBlanc and David B. Buchwalter).
26 Transport and Fate of Toxicants in the Environment (Damian Shea).
26.2 Sources of Toxicants to the Environment.
27 Environmental Risk Assessment (Damian Shea).
27.3 Analyzing Exposure and Effects Information.
Part VIII New Approaches in Toxicology.
28 Perspectives on Informatics in Toxicology (Seth W. Kullman, Carolyn J. Mattingly, Joel N. Meyer and Andrew Whitehead).
28.4 Genome Sequencing, Resequencing and Genotyping.
28.7 Informatics Tools in Toxicology.
29 Future Considerations (Ernest Hodgson).
29.7 Molecular and Biochemical Toxicology.
29.8 Development of Selective Toxicants.