FILED JUN 29 2026 ORDERED PUBLISHED SUSAN M. SPRAUL, CLERK U.S. BKCY. APP. PANEL OF THE NINTH CIRCUIT
UNITED STATES BANKRUPTCY APPELLATE PANEL OF THE NINTH CIRCUIT
In re: BAP No. NC-25-1238-BCN LEFEVER MATTSON, a California Corporation, et al., Bk. No. 24-10545 Debtor.
WILLIAM ANDREW, as the general partner of Live Oak Investments LP, Appellant, v. OPINION OFFICIAL COMMITTEE OF UNSECURED CREDITORS; LEFEVER MATTSON INC., Appellees.
Appeal from the United States Bankruptcy Court for the Northern District of California Charles D. Novack, Bankruptcy Judge, Presiding
APPEARANCES:
Thomas Philip Kelly, III argued for appellant William Andrew; John Douglass Fiero of Pachulski Stang Ziehl & Jones LLP argued for appellees Official Committee of Unsecured Creditors and LeFever Mattson Inc.
Before: BRAND, CORBIT, and NIEMANN, Bankruptcy Judges.
BRAND, Bankruptcy Judge:
INTRODUCTION
Appellant William Andrew, the purported general partner of chapter 11 1 debtor Live Oak Investments, LP ("Live Oak LP"), a California limited
partnership, appeals an order determining that the limited partners' removal
of Live Oak LP's general partner, chapter 11 debtor LeFever Mattson Inc.
("LFM"), and replacement with Mr. Andrew was a violation of the automatic
stay in LFM's case and therefore a void act.
We agree with the bankruptcy court and conclude that Cal. Corp. Code
§§ 15906.03 and 15906.05, which provide for a general partner's automatic
dissociation and termination of management rights upon the general
partner's bankruptcy filing, are impermissible ipso facto clauses inconsistent
with § 541(c)(1)(B). LFM's pre-bankruptcy management rights as general
partner of Live Oak LP were not terminated when LFM filed its chapter 11
case and such rights became property of LFM's estate. Consequently, the
limited partners of Live Oak LP violated the automatic stay under § 362(a)(3)
when they voted to remove, and did remove, LFM as general partner of Live
Oak LP. Accordingly, we AFFIRM.
FACTS
A. Background of the debtors
LFM, a California corporation, invested in various types of real estate,
including single family homes, multi-unit residential properties, commercial
properties, and vacant land. At the time of the bankruptcy filings, LFM
1 Unless specified otherwise, all chapter and section references are to the Bankruptcy Code, 11 U.S.C. §§ 101-1532, and all "Cal. Corp. Code" references are to the California Corporations Code. 2 directly or indirectly controlled or had ownership interests in approximately
60 limited partnerships and limited liability companies.
Years before Live Oak LP was formed, LFM along with other investors
purchased an apartment complex known as Southwood. In 2015, as required
to refinance Southwood, LFM and its founder, Kenneth Mattson, formed Live
Oak LP and prepared a limited partnership agreement that governed the
partnership (the "LPA"). In exchange for a percentage interest in Live Oak LP,
the investors transferred their individual ownership interests in Southwood
to Live Oak LP. Under the LPA, LFM was designated as General Partner,
which elected Mr. Mattson as President. The other investors are Live Oak
LP's Limited Partners. Mr. Andrew is one of the Limited Partners.2
In August 2024, Southwood was sold for $10.8 million, which resulted
in a net amount paid to Live Oak LP of nearly $4 million. About $2.3 million
of these proceeds were paid to LFM, which LFM maintained represented its
21.24% ownership interest in Live Oak LP and a 3% sale commission. LFM
did not distribute any funds to the Limited Partners. They claim this violated
the LPA and was a breach of LFM's fiduciary duties as General Partner of
Live Oak LP.
B. The bankruptcy filings and stay violation motion
Shortly after the Southwood sale, LFM filed chapter 11 bankruptcy
petitions for itself and its affiliates, including Live Oak LP (collectively, the
2 References to the Limited Partners hereinafter include Mr. Andrew and the other Limited Partners. 3 "LFM Debtors"). The LFM Debtors' cases are being jointly administered as
debtors in possession. An official committee of unsecured creditors
("Committee") for the LFM Debtors was appointed.
One year after the bankruptcy filings, the Limited Partners of Live Oak
LP filed a notice of partnership meeting for the purpose of (1) removing LFM
as General Partner of Live Oak LP, (2) appointing Mr. Andrew as the new
General Partner and President, and (3) authorizing Live Oak LP to retain its
own bankruptcy counsel. The Limited Partners held the partnership meeting,
with LFM present, and obtained the requisite votes to remove LFM as
General Partner. They further appointed Mr. Andrew as the new General
Partner and President and approved replacement bankruptcy counsel.
After obtaining standing to prosecute claims on behalf of the LFM
Debtors, the Committee moved for an order declaring that the Limited
Partners' removal of LFM as General Partner of Live Oak LP was a violation
of the automatic stay and void. The Committee argued that LFM's right to
participate in the management of Live Oak LP was property of LFM's
bankruptcy estate protected by the automatic stay. By ousting LFM as
General Partner, it argued, the Limited Partners violated § 362(a)(3), which
prohibits "any act to obtain possession of property of the estate or of property
from the estate or to exercise control over property of the estate."
The Limited Partners countered that LFM's removal as General Partner
of Live Oak LP was not a stay violation. They argued that, under California
limited partnership law, LFM was dissociated from Live Oak LP and lost all
4 right to participate in its management when LFM filed its chapter 11 case.
Consequently, they argued, LFM's management rights did not become
property of its estate, and so no automatic stay could or did apply. In reply,
the Committee argued that the California limited partnership statutes relied
upon by the Limited Partners were impermissible ipso facto clauses
inconsistent with § 541(c)(1)(B) and violative of the Supremacy Clause.
After a hearing, the bankruptcy court entered an order granting the
Committee's motion, concluding that removal of LFM as General Partner of
Live Oak LP violated the automatic stay in LFM's case and was a void act.
The court determined that LFM's pre-bankruptcy partnership rights and
duties, including its management rights as General Partner, were property of
LFM's estate, and that the California statutes providing for a general partner's
automatic dissociation and loss of management rights upon the general
partner's bankruptcy filing were impermissible ipso facto clauses inconsistent
with § 541(c)(1)(B) and violative of the Supremacy Clause, U.S. Const. art. VI,
cl. 2. This timely appeal followed.
JURISDICTION
The bankruptcy court had jurisdiction under 28 U.S.C. §§ 1334 and
157(b)(2)(A). We have jurisdiction under 28 U.S.C. § 158.
ISSUES
1. Did the bankruptcy court err in determining that LFM had pre-
bankruptcy management rights as General Partner of Live Oak LP that
became property of LFM's estate?
5 2. Did the bankruptcy court err in determining that the California limited
partnership statutes are preempted by the Bankruptcy Code?
3. Did the bankruptcy court err when it determined that removal of LFM
as General Partner of Live Oak LP violated the automatic stay?
STANDARDS OF REVIEW
"Whether state law is preempted by the Bankruptcy Code is a question
of law we review de novo." Steward Fin., LLC v. Bral (In re Bral), 622 B.R. 737,
742 (9th Cir. BAP 2020) (citing MSR Expl., Ltd. v. Meridian Oil, Inc., 74 F.3d
910, 912 (9th Cir. 1996)). Whether property is property of the estate is a
question of law we review de novo. Fursman v. Ulrich (In re First Prot., Inc.),
440 B.R. 821, 826 (9th Cir. Cir. 2010) (citing Cisneros v. Kim (In re Kim), 257 B.R.
680, 684 (9th Cir. BAP 2000)). A bankruptcy court's determination of whether
the automatic stay was violated is a question of law we review de novo.
Yellow Express, LLC v. Dingley (In re Dingley), 514 B.R. 591, 595 (9th Cir. BAP
2014), aff'd on other grounds, 852 F.3d 1143 (9th Cir. 2017).
When we review a matter de novo, we give no deference to the
bankruptcy court's decision. Francis v. Wallace (In re Francis), 505 B.R. 914, 917
(9th Cir. BAP 2014).
DISCUSSION
The question before us is whether LFM's management rights as General
Partner of Live Oak LP became property of the estate such that the Limited
Partners' removal of LFM as General Partner violated the automatic stay in
LFM's case. As part of that analysis, we must determine whether certain
6 California limited partnership statutes are preempted by the Bankruptcy
Code. This is an issue of first impression in this circuit, and the California
Supreme Court has not decided it. We conclude that the pertinent California
statutes are impermissible ipso facto clauses preempted by the Bankruptcy
Code, that LFM's pre-bankruptcy management rights became property of its
estate, and that the Limited Partners violated the automatic stay when they
voted to remove, and did remove, LFM as General Partner of Live Oak LP.
A. LFM had pre-bankruptcy management rights as General Partner of Live Oak LP that became property of LFM's estate.
LFM's filing of its chapter 11 petition created a bankruptcy estate by
operation of law. § 541(a). Property of the estate includes "all legal and
equitable interests of the debtor in property as of the commencement of the
case." § 541(a)(1). The scope of § 541(a)(1) is intended to be broad. United
States v. Whiting Pools, Inc., 462 U.S. 198, 205 & n.9 (1983).
While § 541(a) provides whether a particular interest of the debtor is
"property of the estate," the nature and extent of that interest is defined by
state law. Butner v. United States, 440 U.S. 48, 55 (1979); see Miller v. Bill &
Carolyn Ltd. P'ship (In re Baldwin), 463 B.R. 142, 2006 WL 2034217, at *2 (10th
Cir. BAP July 11, 2006) (table) (stating that, although state law determines the
nature of a debtor's limited partnership interest, federal law determines the
extent to which that partnership interest becomes part of the estate), aff'd, 593
F.3d 1155 (10th Cir. 2010). In other words, "[a] debtor's pre-bankruptcy rights
in property are determined according to state law." In re Envision Healthcare
7 Corp., 655 B.R. 701, 711 (Bankr. S.D. Tex. 2023) (citing Butner, 440 U.S. at 55).
But "[w]here state and federal law directly conflict, state law must give way."
PLIVA, Inc. v. Mensing, 564 U.S. 604, 617 (2011); see Dunkley v. Rega Props., Ltd.
(In re Rega Props., Ltd.), 894 F.2d 1136, 1139 (9th Cir. 1990) (stating that state
law is the "starting point" but bankruptcy courts must "supersede state law
where it conflicts with the federal bankruptcy law which the court is
primarily bound to enforce.") (citation omitted); B-Real, LLC v. Chaussee (In re
Chaussee), 399 B.R. 225, 230 (9th Cir. BAP 2008) (stating that federal
preemption applies when state law interferes with or is contrary to federal
law).
Because Live Oak LP was formed in California, we examine California
law to determine whether LFM had any legal or equitable interest in the right
to manage Live Oak LP. Limited partnerships are governed by the California
Uniform Limited Partnership Act of 2008, Cal. Corp. Code §§ 15900 et seq.3
Cal. Corp. Code § 15904.06 provides that "[e]ach general partner has equal
rights in the management and conduct of the limited partnership's activities."
Cal. Corp. Code § 15906.05(a)(1) provides for the termination of this
management right upon a general partner's bankruptcy filing. Thus,
although disputed by the Limited Partners, California has created a statutory
management interest for a general partner in a limited partnership.
The parties have continued to cite to the statutes governing "general" partnerships, 3
Cal. Corp. Code §§ 16100 et seq. The bankruptcy court contributed to this error to an extent. However, any potential error was harmless since the general and limited partnership statutes are similar and the court reached the correct result. 8 Further, Cal. Corp. Code § 15901.10(a) provides, in relevant part, that
"the partnership agreement governs relations among the partners and
between the partners and the partnership." As a result, we also look to the
LPA to determine the rights and interests of the partners. LFM's management
rights are found in Article 5.1 of the LPA, which states: "The business of the
Partnership shall be managed by the General Partner. . . . The General
Partner alone shall have all decision making authority with respect to the
Partnership, including but not limited to any action or decision in connection
with financing or refinancing of the Property." Under California law, a
partnership agreement is an enforceable contract, and a contract right is
"property." See Sharfman v. State, 253 Cal. App. 2d 333, 337 (1967) (a
partnership agreement is a contract); see also Shin v. Altman (In re Altman),
BAP No. CC-17-1277-KuLS, 2018 WL 3133164, at *5 (9th Cir. BAP June 26,
2018) (observing that California LLC operating agreements are enforceable
contracts and that a contract right is "property" under California law, citing
Cal. Civ. Code §§ 654 and 1549).
Therefore, LFM's pre-bankruptcy rights included, among other things,
its statutory and contractual right to manage Live Oak LP. Prepetition
contract rights are property of the estate. In re Altman, 2018 WL 3133164, at *5
(determining that debtor's right to manage his California LLC was a contract
right under the operating agreement and was therefore property of the
estate). The Limited Partners argue that an individual partner's property
interests consist only of that partner's "transferable interest" in the
9 partnership, which under Cal. Corp. Code § 15901.02(ak) includes only the
partner's right to distributions. Cal. Corp. Code § 15907.01 further provides:
"The only interest of a partner which is transferrable is the partner's
transferable interest. A transferable interest is personal property." The
Limited Partners interpret the extent of a partner's interest in a California
limited partnership too narrowly. Just because a general partner's
management rights are not "transferrable" does not mean that such rights do
not exist or are not a property interest of that partner.
LFM held management rights as General Partner of Live Oak LP when
LFM filed its chapter 11 case, and those rights became property of its estate.
B. Cal. Corp. Code §§ 15906.03 and 15906.05 are preempted by the Bankruptcy Code.
The Limited Partners argue that LFM's management rights did not
become property of the estate because LFM dissociated from Live Oak LP
once LFM filed its chapter 11 case. Cal. Corp. Code § 15906.03 provides that
"[a] person4 is dissociated from a limited partnership as a general partner
upon the occurrence of" the person's "becoming a debtor in bankruptcy." Cal.
Corp. Code § 15906.03(f)(1). In addition, Cal. Corp. Code § 15906.05 provides:
"(a) Upon a person's dissociation as a general partner all of the following
apply: (1) The person's right to participate as a general partner in the
management and conduct of the partnership's activities terminates." Cal.
4 "Person" is defined as "an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign." Cal. Corp. Code § 15901.02(y). 10 Corp. Code § 15906.05(a)(1). The Committee counters that these California
statutes are impermissible ipso facto clauses that are inconsistent with
§ 541(c)(1)(B) and thus violative of the Supremacy Clause.
Section 541(c)(1)(B) states, in relevant part:
an interest of the debtor in property becomes property of the estate under subsection (a)(1), (a)(2), or (a)(5) of this section notwithstanding any . . . applicable nonbankruptcy law . . . that is conditioned on . . . the commencement of a case under this title . . . and that effects or gives an option to effect a forfeiture, modification, or termination of the debtor's interest in property.
Thus, § 541(c)(1)(B) makes plain that the bankruptcy estate is vested with all
of the debtor's interest in property despite any applicable nonbankruptcy
(i.e., state or contractual) laws effecting a termination of the debtor's interest
upon filing.5 Put simply, "parties cannot contract around what becomes estate
property, and states cannot legislate estate property away." In re Envision
Healthcare Corp., 655 B.R. at 710. Further, given the automatic and immediate
creation of an estate upon a bankruptcy filing, "[t]here is no metaphysical
moment in time for state law to alter or modify any prepetition legal rights
between the filing of the petition and creation of the estate." Id. at 711.
Cal. Corp. Code §§ 15906.03 and 15906.05 effectuate an automatic
"dissociation" of a general partner from a limited partnership and terminate
the general partner's right to participate in the management of the limited
partnership upon the general partner's bankruptcy filing. Section 541(c)(1)(B)
5 The parties agree that the LPA does not contain any ipso facto clauses with respect to a bankruptcy filing. 11 squarely precludes that result, and we hold that these ipso facto clauses are
preempted by the Bankruptcy Code. Many courts have reached the same
conclusion with respect to similar nonbankruptcy law provisions. See In re
Envision Healthcare Corp., 655 B.R. at 710-11 (interpreting Delaware law
provisions that an LLC member dissociates and forfeits management rights
in the LLC upon a bankruptcy filing as impermissible ipso facto clauses in
light of § 541(c)(1)(B) that had to give way to the Supremacy Clause, and
determining that debtor's LLC management rights were property of the
estate); Off. Comm. of Unsecured Creditors v. Va. Broadband, LLC (In re Va.
Broadband, LLC), 498 B.R. 90, 94-96 (Bankr. W.D. Va. 2013) (holding that
Virginia law provisions terminating an LLC member's noneconomic interest
upon a bankruptcy filing were invalidated by § 541(c)(1)(B) and such interest
was property of the estate); In re Pickel, 487 B.R. 289, 292 (Bankr. D.N.M. 2013)
(interpreting Virgin Islands law provisions that an LLC member dissociates
and can no longer participate in management upon a bankruptcy filing as not
valid in light of § 541(c)(1)); Duncan v. Dixie Mgmt. & Inv., Ltd. Partners (In re
Dixie Mgmt. & Inv., Ltd. Partners), 474 B.R. 698, 701 (Bankr. W.D. Ark. 2011)
(holding that Arkansas law and operating agreement provisions terminating
a member's interests in an LLC upon a bankruptcy filing were ineffective ipso
facto clauses preempted by the Bankruptcy Code and that debtor's LLC
membership interest was property of the estate under § 541(c)(1)(B)); Lahood
v. Covey (In re Lahood), 437 B.R. 330, 334-36 (Bankr. C.D. Ill. 2010) (holding that
Illinois law and operating agreement provisions that an LLC member
12 dissociates and forfeits right to participate in management upon a
bankruptcy filing were unenforceable per § 541(c)(1)); Klingerman v.
ExecuCorp, LLC (In re Klingerman), 388 B.R. 677, 678-79 (Bankr. E.D.N.C. 2008)
(holding that North Carolina law and operating agreement provisions that a
member's LLC membership ceases upon a bankruptcy filing conflicted with
§ 541(c)(1), and that debtor-member's noneconomic interests in LLC became
property of the estate). See also Kerry v. Schneider, 239 F.2d 896, 898 (9th Cir.
1956) (stating, without analysis, that the trustee possesses all of a debtor-
partner's property rights in the partnership including management rights).
But see Spain v. Williams (In re Williams), 455 B.R. 485, 501-02 (Bankr. E.D. Va.
2011) (reviewing same Virginia law as in Virginia Broadband, LLC, supra, and
holding that debtor-member's noneconomic LLC interests did not become
property of the estate, only his economic interest did).
The Limited Partners argue that three California bankruptcy cases
compel a different result: Johnson v. Johnson, 1:15-cv-01793 MJS, 2016 WL
1138178, at *5 (E.D. Cal. Mar. 23, 2016); Mansdorf v. Epps, No. C 10-03036 RS,
2011 WL 13263360, at *1 (N.D. Cal. Aug. 1, 2011); and Fotouhi v. Mansdorf, 427
B.R. 798, 802 (N.D. Cal. 2010). They argue that in each case the court
considered the pertinent California statutes and determined that the partner
was automatically dissociated as a matter of law upon filing a bankruptcy
petition. The Limited Partners overstate the holdings of these cases. None
analyzed or dealt directly with the question of whether the pertinent
partnership statutes are impermissible ipso facto clauses inconsistent with
13 § 541(c)(1). They simply made blanket statements on what apparently was an
unopposed fact about a partner's dissociation. As a result, we find these cases
distinguishable and of little use in our analysis of this issue.6 The Limited
Partners cite no other relevant cases to support their position.
The Limited Partners further assert that cases involving LLCs are
neither on point nor controlling. Regrettably, there is a dearth of case law
dealing squarely with this issue involving partnerships, limited or otherwise.
The vast majority involve LLCs. However, for our purposes here, this is a
distinction without a difference. In the above cases, virtually every court
determined that similar state law or contractual provisions terminating an
LLC member's management interest due solely to a bankruptcy filing ran
afoul with § 541(c)(1) and were preempted by the Bankruptcy Code. We see
no logical reason why the result should be any different in a partnership case.
The Limited Partners also argue that the LPA is a non-assumable and
non-assignable executory contract, and therefore the ipso facto clauses are
enforceable, and so LFM's management rights under the LPA did not become
estate property. See §§ 365(c)(1), 365(e)(2). The bankruptcy court did not
decide the executory contract issue. Although the nature of an executory
contract is ordinarily a factual issue not generally addressed in the first
instance on appeal, whether a non-assumable executory contract becomes
property of the estate is purely a question of law, so we will address it. See
6 Further, Mansdorf v. Epps involved the same debtor law partner as in Fotouhi v. Mansdorf, so in Epps the district court was repeating what was already undisputed in the record from Fotouhi. 14 Dumont v. Ford Motor Credit Co. (In re Dumont), 581 F.3d 1104, 1116 (9th Cir.
2009) (we may consider an issue raised for the first time on appeal if it is
purely one of law and the opposing party will not be prejudiced). The
Limited Partners are wrong as a matter of law.
Even assuming the LPA is a non-assumable and non-assignable
executory contract, the argument that LFM's management rights thereunder
did not become property of the estate was expressly rejected by the Ninth
Circuit Court of Appeals in Computer Communications, Inc. v. Codex Corp. (In re
Computer Communications, Inc.), 824 F.2d 725 (9th Cir. 1987). There, the Circuit
Panel held that an executory contract, regardless of whether it is assumable
or assignable, is property of the estate protected by the automatic stay. Id. at
729-31 (holding that even if § 365(e)(2) and state law allowed creditor to
terminate a non-assumable personal services contract, such contract was
property of the chapter 11 debtor's estate pursuant to § 541(c)(1), and creditor
violated the automatic stay under § 362(a)(3) by unilaterally terminating it
postpetition). To hold otherwise would allow parties, rather than the
bankruptcy court, to determine the executory nature of a contract and what
rights did or did not become estate property. See also Ulrich v. Walker (In re
Boates), 554 B.R. 472, 474 (9th Cir. BAP 2016) (stating that debtor's prepetition
contract rights are property of the estate "regardless of whether the rights are
associated with an executory or non-executory contract."); Olson v. Bay Area
Foreclosure Invs., LLC (In re Olson), BAP No. EC-05-1368-SJB, 2006 WL
6811004, at *6 (9th Cir. BAP Nov. 21, 2006) (stating that a debtor's interest in
15 an executory contract is estate property protected by the automatic stay)
(citing In re Computer Commc'ns, Inc., 824 F.2d at 730 and § 541(a)(1)), aff'd,
276 F. App'x 641 (9th Cir. 2008).
C. The Limited Partners' removal of LFM as General Partner of Live Oak LP violated the automatic stay.
When LFM filed its chapter 11 case, not only did it create an estate that
included its statutory and contractual management rights in Live Oak LP, it
invoked the protections of the automatic stay and enjoined the enforcement
of "any act to obtain possession of property of the estate or of property from
the estate or to exercise control over property of the estate." § 362(a)(3). Acts
which violate the automatic stay are void as a matter of law. Schwartz v.
United States (In re Schwartz), 954 F.2d 569, 571 (9th Cir. 1992).
At minimum, the Limited Partners' actions of voting to remove, and
removing, LFM as General Partner of Live Oak LP and replacing LFM with
Mr. Andrew as the new General Partner and President constituted acts "to
exercise control over property of the estate" in violation of § 362(a)(3).7 See In
re Envision Healthcare Corp., 655 B.R. at 711-12 (holding that debtor-member's
LLC management rights were estate property and postpetition amendment
of operating agreement to reflect otherwise and without debtor-member's
7 The Limited Partners argue that LFM's removal was valid and outside the automatic stay because cause existed to remove LFM as General Partner due to LFM's prepetition breach of the LPA. We do not address this argument. The issue of whether LFM breached the LPA has not been determined by the bankruptcy court. Indeed, the court expressly stated that it was not deciding whether cause existed to remove LFM based on its alleged breach of the LPA. 16 vote violated the automatic stay under § 362(a)(3)); In re Johnson, 565 B.R. 835,
841-42 (Bankr. S.D. Ohio 2017) (holding that debtor-partner's economic and
noneconomic partnership interests were estate property, and that the
partners' postpetition partnership meeting voting to dissociate the debtor-
partner and remove him as managing partner and electing a new managing
partner violated the automatic stay as acts "to exercise control over property
of the estate" under § 362(a)(3)). Hence, the Limited Partners' acts were void.
CONCLUSION
The bankruptcy court did not err when it determined that Cal. Corp.
Code §§ 15906.03 and 15906.05 are preempted by § 541(c)(1)(B). It also did not
err when it determined that LFM held pre-bankruptcy management rights in
Live Oak LP which became property of LFM's estate, and that the Limited
Partners' removal of LFM as General Partner of Live Oak LP violated the
automatic stay and was a void act. Accordingly, we AFFIRM.