It is currently Thu May 25, 2017 11:15 am


All times are UTC - 8 hours [ DST ]




Post new topic Reply to topic  [ 1 post ] 
Author Message
 Post subject: FT - Han v. Davis (12/1/2004)
PostPosted: Thu Feb 26, 2009 6:43 pm 

Joined: Mon Dec 15, 2008 11:29 am
Posts: 112
Sokhwan Han et al. v. Denise Davis,
No. G031526 (Cal.App. 12/01/2004)

Synopsis

Appellant transferred her interest in residential real property to her husband. They later separated and began dissolution proceedings. In the midst of those proceedings, the husband chose to sell the property. Before the sale was complete, the wife decided to try to block the sale. Ultimately, she obtained an interspousal transfer deed from her husband and refused to complete the sale to the buyers. Appellant argues that the trial court misapplied the Uniform Fraudulent Transfer Act. The court finds that the lower court properly applied the UFTA.


Opinion

Sokhwan Han et al. v. Denise Davis, No. G031526 (Cal.App. 12/01/2004)

G031526

COURT OF APPEAL OF CALIFORNIA, FOURTH APPELLATE DISTRICT,
DIVISION THREE

December 1, 2004, Filed

NOTICE: [*1] NOT TO BE PUBLISHED IN OFFICIAL REPORTS. CALIFORNIA RULES OF COURT, RULE 977(a), PROHIBIT COURTS AND PARTIES FROM CITING OR RELYING ON OPINIONS NOT

PRIOR HISTORY: Appeals from a judgment of the Superior Court of Orange County, Super. Ct. No. 01CC10652, Dennis J. Keogh, Temporary Judge. Pursuant to Cal. Const., art. VI, § 21.

DISPOSITION: Affirmed.

COUNSEL: Harbin & McCarron, Bruce A. Harbin, Peter C. Holzer and Richard H. Coombs, Jr., for Plaintiffs and Appellants Sokhwan Han and Wonjoung Han.

Law Offices of Felicia A. Mobley and Felicia A. Mobley for Defendant and Appellant Denise Davis.

JUDGES: MOORE, J.; RYLAARSDAM, ACTING P. J., IKOLA, J. concurred.

OPINIONBY: MOORE

OPINION:
The buyers filed a complaint against the husband and the wife, seeking specific performance of the purchase agreement. The court granted specific [*2] performance, holding that the interspousal transfer deed was made with the intent to defraud the purchasers and was void. The wife appeals and the buyers cross-appeal. The wife argues that the court misapplied the Uniform Fraudulent Transfer Act, there was insufficient evidence to meet the prerequisites for a specific performance remedy, and the award was barred because she did not consent to the sale of the property to the buyers. She has failed to convince us on any of these points.

The buyers contend the court erred in failing to award them damages in addition to specific performance. They, too, have failed to convince us. We affirm the judgment.

I. FACTS

At the outset, we observe that the trial exhibits were returned to the parties and not made a part of the record on appeal. This case involves questions regarding the sufficiency of the evidence, to which we turn largely to the reporter's transcript for support.

Denise Davis (Davis) and John K. Horne (Horne), husband and wife, acquired residential real property in Huntington Beach during their marriage. In 1999, Davis transferred her interest in the property to Horne.

Davis filed a petition for dissolution of marriage [*3] in April 2000. Before the dissolution proceedings were complete, Horne decided to sell the property to Sokhwan Han (Han) and Wonjoung Han (collectively, the Hans). The Hans executed the purchase agreement on March 30, 2001 and Horne signed it on April 1, 2001, although his acceptance of the offer stated that it was subject to a counter offer dated April 4, 2001.

Instead of completing the sale of the property to the Hans, Horne transferred the property to Davis, by interspousal transfer deed recorded July 27, 2001. In August 2001, the Hans filed a complaint for specific performance and breach of contract against Horne, arising out of his purported failure to complete the sales transaction. In April 2002, they amended the complaint to name Davis in place of a doe defendant.

The court entered judgment in favor of the Hans. It ordered Horne and Davis to complete the sale of the property to the Hans, and denied the Hans any monetary damages. In the judgment, the court found the interspousal transfer deed recorded July 27, 2001 was made with the intent to defraud the Hans and was null and void.

Davis and Horne filed a notice of appeal from the judgment. n1 The Hans filed a notice of [*4] cross-appeal from the judgment, on account of the failure of the court to award monetary damages.

- - - - - - - - - - - - - - Footnotes - - - - - - - - - - - - - - -

n1 Only Davis has filed a brief on appeal. We deem the appeal of Horne to have been abandoned. (See Tanner v. Tanner (1997) 57 Cal.App.4th 419, 422, fn. 2.)

Davis has made several other filings in this court. She filed a petition for a writ of supersedeas in this proceeding. In that petition, she requested that this court stay the enforcement of the judgment and a September 29, 2003 order enforcing the judgment and issue a writ of supersedeas to the same effect. This court denied her request by order dated October 9, 2003.

She thereafter filed a separate petition for a writ of mandate and request for stay, in Horne v. Superior Court (Dec. 18, 2003, G033279) [nonpub. opn.]. This court also denied writ relief in that matter.

In addition, Davis filed a second appeal (Han v. Horne (Mar. 17, 2004, G033476) [nonpub. opn.]), which was dismissed on account of her failure to timely deposit costs for the preparation of the record on appeal.

- - - - - - - - - - - - End Footnotes- - - - - - - - - - - - - - [*5]

II. DISCUSSION

A. Contentions:

Davis argues that: (1) there was insufficient evidence to show that certain prerequisites for the application of the specific performance remedy had been met; (2) the Uniform Fraudulent Transfer Act was improperly applied; and (3) Family Code section 1102 barred the court award because she did not consent to Horne's agreement to sell the property. The Hans assert that the court erred in failing to award monetary damages, in addition to specific performance. We shall address these issues in turn.

B. Prerequisites to Remedy of Specific Performance:

(1) Hans' Ability to Complete Purchase

First, Davis draws to our attention the fact that "'an essential basis for the equitable remedy [of specific performance] must be a showing by the plaintiff of performance, or tender of performance, or ability and willingness to perform. [Citations.]' [Citation.]" (Stanchfield v. Hamer Toyota, Inc. (1995) 37 Cal.App.4th 1495, 1505.) She contends there was insufficient evidence to support the court's conclusion that the Hans were entitled to specific performance, because there was no evidence [*6] that they had the financial ability to complete the purchase. Davis completes her argument by stating the court erred in failing to make a finding regarding the Hans' ability to perform.

At the outset, we observe the general rule that "we imply all findings necessary to support the judgment, and our review is limited to whether there is substantial evidence in the record to support these implied findings. [Citations.]" (In re Marriage of Cohn (1998) 65 Cal.App.4th 923, 928.) The court's ruling in this case implies a finding that the Hans had the financial wherewithal to complete the purchase. There is ample evidence in the record to support this implied finding.

Pursuant to the purchase agreement, the $ 467,500 purchase price was required to be paid as follows: a $ 2,000 deposit on submission of the offer, a loan in the amount of $ 232,750, and the balance of $ 232,750 in cash. Han testified that he delivered to Davis a $ 2,000 check and a lender's prequalification letter when he picked up the purchase agreement from her. He also testified that he listed his condominium for sale around the middle of April 2001. He sold the unit for approximately $ 266,000 and closed [*7] escrow on that sale in July 2001. In addition to the cash from the sale, Han stated he obtained $ 100,000 in additional funds from a bank account of his in Korea, in order to come up with the remainder of the down payment. n2

- - - - - - - - - - - - - - Footnotes - - - - - - - - - - - - - - -

n2 Although the parties have not indicated to us how much net cash the Hans obtained from the sale of their property, Han's testimony indicates that the cash he brought home from Korea, when combined with the net proceeds of sale, was sufficient to make up the down payment.

- - - - - - - - - - - - End Footnotes- - - - - - - - - - - - - -

This is substantial evidence of the Hans' ability to perform, irrespective of the fact that Davis testified she did not see a check in the package of documents she received from Han for delivery to the escrow holder. "'In examining the sufficiency of the evidence to support a questioned finding, an appellate court must accept as true all evidence tending to establish the correctness of the finding as made, taking into account, as well, all inferences which might reasonably have been thought by the trial court to lead [*8] to the same conclusion. Every substantial conflict in the testimony is, under the rule which has always prevailed in this court, to be resolved in favor of the finding.' [Citation.]" (Akins v. State of California (1998) 61 Cal.App.4th 1, 36.) In this case, the conflict in the testimony is resolved in favor of the implied finding that the Hans were able to perform.

(2) Binding Agreement

Next, Davis argues the court erred in finding that the parties had entered into a valid contract, because there was no evidence that any money was deposited into escrow. (See Civ. Code, § 3391 [specific performance unavailable if contract not supported by adequate consideration].) As indicated above, Han testified that he provided Davis with a $ 2,000 check at the time she provided him with documents. He also testified that he expected her to deliver the check to the escrow holder. His testimony is substantial evidence that the purchase agreement was supported by consideration, irrespective of whether the escrow holder ever received a check. The court specifically found that Han tendered a $ 2,000 check at the time of submitting the offer, and Han's [*9] testimony supports this finding.

As a separate matter, we observe that the court, in its statement of decision, referred to a May 16, 2001 letter from Horne to the escrow holder in which he instructed the escrow holder to return the deposit. It is the obligation of Davis, as appellant, to provide an adequate record for review. (Dawson v. Toledano (2003) 109 Cal.App.4th 387, 402.) Here, she has failed to provide the exhibits and has failed to demonstrate error in the trial court's findings with respect to the $ 2,000 deposit.

C. Uniform Fraudulent Transfer Act:

(1) Applicability

The judgment states: "The Court finds the transfer of the subject property to Denise Horne, aka Denise Davis, from John K. Horne by Interspousal Transfer Deed executed on July 10, 2001 and recorded in the Official Records of the County of Orange, as Document No. 20010512222 on July 27, 2001, was done with intent to defraud the Hans and in violation of the California Uniform Fraudulent Transfer Act and is null and void ab initio." Davis contends that Family Code section 916, subdivision (a)(2) n3 precludes the application of remedies under the Uniform Fraudulent [*10] Transfer Act, Civil Code section 3439 et seq. (UFTA), when property is disposed of pursuant to a marital settlement agreement.

- - - - - - - - - - - - - - Footnotes - - - - - - - - - - - - - - -

n3 Family Code section 916, subdivision (a)(2) provides:

"(a) Notwithstanding any other provision of this chapter, after division of community and quasi-community property pursuant to Division 7 (commencing with Section 2500): [P]. . . [P] (2) The separate property owned by a married person at the time of the division and the property received by the person in the division is not liable for a debt incurred by the person's spouse before or during marriage, and the person is not personally liable for the debt, unless the debt was assigned for payment by the person in the division of the property. Nothing in this paragraph affects the liability of property for the satisfaction of a lien on the property."

- - - - - - - - - - - - End Footnotes- - - - - - - - - - - - - -

In support of her contention, Davis cited Gagan v. Gouyd (1999) 73 Cal.App.4th 835 in her brief. However, as Davis acknowledged [*11] at oral argument, the Supreme Court disapproved of that case in Mejia v. Reed (2003) 31 Cal.4th 657, 669, footnote 2, which was filed about two months after Davis filed her brief. As stated in Mejia, "the provisions of the UFTA apply to [marital settlement agreements]." (Id. at p. 661.) This case is dispositive of Davis's first issue with respect to the UFTA.

(2) Evidence of Intent

Civil Code section 3439.04 provides: "A transfer made or obligation incurred by a debtor is fraudulent as to a creditor, whether the creditor's claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation as follows: [P] (a) With actual intent to hinder, delay, or defraud any creditor of the debtor. [P] (b) Without receiving a reasonably equivalent value in exchange for the transfer or obligation, and the debtor: [P] (1) Was engaged or was about to engage in a business or a transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction; or [P] (2) Intended to incur, or believed or reasonably [*12] should have believed that he or she would incur, debts beyond his or her ability to pay as they became due." "Section 3439.04 is construed to mean a transfer is fraudulent if the provisions of either subdivision (a) or subdivision (b) are satisfied. [Citations.]" (Annod Corp. v. Hamilton & Samuels (2002) 100 Cal.App.4th 1286, 1294.)

Davis says there is no evidence of an intent to defraud the Hans. She apparently means to refer to Civil Code section 3439.04, subdivision (a), and to argue that the decision of the trial court is not supported by that provision. n4 Davis makes no argument with respect to the intent of Horne, who was the transferor, and whose intent was at issue under the statute. Instead, Davis focuses her argument on her own intent. In response to her argument, we could simply state that she was not the transferor and that, therefore, her arguments are misplaced. Nonetheless, we will respond to her arguments as she frames them.

- - - - - - - - - - - - - - Footnotes - - - - - - - - - - - - - - -

n4 Davis inadvertently cites nonexistent Civil Code section 3924.04.

- - - - - - - - - - - - End Footnotes- - - - - - - - - - - - - - [*13]

First, Davis states that, a year before the initiation of the transaction with the Hans, she and Horne entered into a marital settlement agreement which provided that she would receive the property, and this proves she could not have had any intent to defraud the Hans. Next, Davis says that while there was substantial evidence that she actively facilitated the transaction, she did so only because she operated under the mistaken belief that she could not object to Horne's sale of the property because she was not on title. She further contends that after she sought legal advice and learned that she might be able to object to the sale despite the fact that she was not on title, she sought emergency relief in the dissolution proceedings. Finally, Davis asserts that the interspousal transfer deed could hardly have been made with the intent to defraud the Hans, because it was sanctioned in the dissolution proceedings.

These arguments do not convince us that the court erred in applying the UFTA. While Davis and Horne may have at one point in time executed a marital settlement agreement in which they agreed that Davis should receive the property, this was not their final agreement on the [*14] point. Davis herself testified that they executed another marital settlement agreement two or three days after the purchase agreement was entered into, because she "wanted to have a new agreement." Under the new agreement, Horne agreed to pay the mortgage on the property until it was sold, and, when he was financially able, to pay to Davis $ 340,000 from the equity in the property, in order to enable her to purchase a new home. This shows that at the time Horne entered into the purchase agreement with the Hans, both he and Davis intended to effectuate a sale of the property.

Moreover, the record is replete with evidence as to Davis's efforts in furtherance of the sale. She engaged herself in the sales transaction by showing the property to prospective buyers and dealing with real estate agents, a property inspector and an appraiser. In addition, she provided sales documentation to the buyers and shepherded documents back and forth between the buyers, her husband, and persons related to the escrow proceedings.

This notwithstanding, Davis changed her mind, and filed an order to show cause in the marital dissolution proceedings in an effort to put a stop to the sale. The record contains [*15] no documentation from that court proceeding and we do not know the exact nature of either her order to show cause or the court's ruling with respect to it. n5 The record contains only vague testimony concerning Davis's understanding of the proceedings. However, the judgment on appeal before us reflects that, ultimately, Horne transferred his interest in the property to Davis via the interspousal transfer deed, thereby placing record title beyond the reach of the Hans and into the hands of Davis, who was not a party to the purchase agreement.

- - - - - - - - - - - - - - Footnotes - - - - - - - - - - - - - - -

n5 At oral argument, Davis's attorney argued that the family law court, aware of the pending sale to the Hans, instructed Horne to execute the interspousal transfer deed to Davis. Thus, she argued, there could have been no intent to defraud because the transfer was made pursuant to court order. When the attorney for the Hans was asked if the court instructed Horne to execute the interspousal transfer deed, he replied that the execution of an interspousal transfer deed was part of a stipulated judgment between the parties. In this context, there is a big difference between a court order that is made pursuant to the stipulation of the parties and one that is not. As we have stated previously, it was the obligation of Davis, as an appellant, to furnish an adequate record for review. (Dawson v. Toledano, supra, 109 Cal.App.4th at p. 402.) She did not include in the record on appeal any copies of family court orders. We do not know whether the family court ruling was made pursuant to the stipulation of the parties or not. It was Davis's burden to show us.

- - - - - - - - - - - - End Footnotes- - - - - - - - - - - - - - [*16]

The net effect is this. Davis and Horne agreed in their April 3, 2001 marital settlement agreement that the property should be sold. Davis did everything she could to facilitate the sale to the Hans. Moreover, she represented to the Hans that the sale would proceed on the basis of Horne's exclusive execution of the documents, because she was not on title. The Hans relied on the actions and representations of Davis in making preparations to complete the purchase of the property. They sold their own home and Han flew to Korea to obtain sufficient funds to come up with the down payment for the property.

Despite Davis's representations to the Hans with respect to the sale of the property and the sufficiency of Horne's signature alone, Davis turned around and, in her own words, "had an emergency hearing to stop the sale of that property." The trial court in the matter before us found that the order to show cause and proceedings resulting therefrom were "explicitly undertaken with the intent and purpose of defeating the Hans' right to purchase the subject property." As Davis states, shortly after the proceedings, she "went and had the property titled to [her] name," i.e., accepted an [*17] interspousal transfer deed from Horne. Without question, Davis sought to "hinder" the transfer of the property to the Hans. Pursuant to Civil Code section 3439.04, subdivision (a), a transfer made with an actual intent to hinder a creditor is fraudulent by definition.

As a final note, Davis makes arguments based on the termination date under the purchase agreement in relation to the date of filing of the order to show cause, the assets of Horne and herself available to satisfy a judgment based on breach of contract, and the Hans' purported abandonment of their breach of contract cause of action during trial. She makes no citation to the record in support of these arguments, so we deem them waived. (Del Real v. City of Riverside (2002) 95 Cal.App.4th 761, 768.)

(3) Evidence of Insolvency

In addition to Civil Code section 3439.04, Davis cites Civil Code section 3439.05, which provides: "A transfer made or obligation incurred by a debtor is fraudulent as to a creditor whose claim arose before the transfer was made or the obligation was incurred if the debtor made the transfer or incurred [*18] the obligation without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation." Davis contends the court erred in holding the transfer from Horne was a fraudulent transfer under the UFTA, because there was no evidence offered to prove that Horne was insolvent either at the time of the transfer or because of it.

However, Davis overlooks the fact that a transfer may be fraudulent under the UFTA without satisfying the requirements of Civil Code section 3439.05. "Under the UFTA, a transfer can be invalid either because of actual fraud (Civ. Code, § 3439.04, subd. (a)) or constructive fraud (id., §§ 3439.04, subd. (b), 3439.05) . . . ." (Mejia v. Reed, supra, 31 Cal.4th at p. 661.) Here, the court found the transfer was made "with intent to defraud the Hans." Although the court did not cite the particular provision of the UFTA in question, the court made a finding of actual fraud, consistent with Civil Code section 3439.04, subdivision (a). The requirements [*19] of Civil Code section 3439.05, pertaining to constructive fraud, need not be met in addition.

(4) Equivalent Value

Similarly, Davis contends that Horne, in making the transfer, received equivalent value. Consequently, she argues, the court erred in applying the UFTA. Although Davis does not cite the particular portion of the UFTA which she believes stands for the proposition that receipt of equivalent value negates any argument of the existence of a fraudulent transfer, it would seem apparent that she is referring either to Civil Code section 3439.04, subdivision (b), or Civil Code section 3439.05. As indicated above, both of those sections have to do with constructive fraud. (Mejia v. Reed, supra, 31 Cal.4th at pp. 669-670.) In order to prevail under the UFTA, it was sufficient that the Hans showed the requirements of Civil Code section 3439.04, subdivision (a), pertaining to actual fraud, had been satisfied. They did not also need to show that all of the requirements of the constructive fraud statutes had been met. (See Mejia v. Reed, supra, 31 Cal.4th at p. 661; [*20] Annod Corp. v. Hamilton & Samuels, supra, 100 Cal.App.4th at p. 1294.)

D. Consent of Spouse:

Family Code section 1102, subdivision (a) states that "both spouses, either personally or by a duly authorized agent, must join in executing any instrument by which that community real property or any interest therein . . . is sold, conveyed, or encumbered." Davis argues that, based on this statute, the purchase agreement required her signature and because she did not sign it, specific performance is barred.

In support of this analysis, Davis says the property was acquired during marriage and was therefore community property. Davis overlooks one thing - her own testimony. She testified that, in 1999, she transferred her interest in the property to Horne, so that it became his sole and separate property. Davis also testified that at some point Han questioned why her signature was not on the documents and she told him that she was not on title and that Horne was the one selling the property.

This evidence shows that Davis transferred any interest she held in the property to Horne, and supports the court's implied finding that the property was [*21] his sole and separate property, not community property. Furthermore, it shows that she disclaimed any interest in the property when she was dealing with Han, and she had reason to believe that Han was relying on her representation as to ownership in proceeding with the real estate transaction. Her current claim that the purchase agreement required her signature in order to be valid is disingenuous.

E. Cross-Appeal:

The Hans argue that the court abused its discretion in denying them damages in addition to specific performance relief. More specifically, they contend that specific performance alone, without an award of monetary damages, will not make them whole. They explain that, having sold their home in reliance on the purchase agreement, they were compelled to move into temporary housing and may be unable to consummate the transaction because of increased interest rates. n6

- - - - - - - - - - - - - - Footnotes - - - - - - - - - - - - - - -

n6 In a footnote to their brief filed August 19, 2003, the Hans request this court "to take judicial notice of the currently rising interest rates." Pursuant to Evidence Code section 451, subdivision (f), we take judicial notice of the fact that interest rates fluctuate from time to time.

- - - - - - - - - - - - End Footnotes- - - - - - - - - - - - - - [*22]

The Hans cite the general provisions of Civil Code sections 3281, 3360, and 3523. n7 They also cite Civil Code section 3439.07, subdivision (a), pertaining to UFTA remedies. n8 However, they acknowledge that section 3439.07, subdivision (a) has been interpreted as "allowing only equitable remedies such as avoidance, attachment, an injunction, or appointment of a receiver. Upon finding an UFTA violation, the court may cancel the transfer or impose a lien against the transferred property, but it may not award damages. [Citation.]" (Forum Ins. Co. v. Devere Ltd. (C.D. Cal. 2001) 151 F. Supp. 2d 1145, 1148.) They argue against this interpretation, however, contending that section 3439.07, subdivision (a)(3)(C) permits the court to fashion any appropriate relief.

- - - - - - - - - - - - - - Footnotes - - - - - - - - - - - - - - -

n7 Civil Code section 3281 provides: "Every person who suffers detriment from the unlawful act or omission of another, may recover from the person in fault a compensation therefor in money, which is called damages." Civil Code section 3360 reads as follows: "When a breach of duty has caused no appreciable detriment to the party affected, he may yet recover nominal damages." Civil Code section 3523 states: "For every wrong there is a remedy."

[*23]

n8 Civil Code section 3439.07, subdivision (a), reads as follows: "In an action for relief against a transfer or obligation under [the UFTA], a creditor . . . may obtain: [P] (1) Avoidance of the transfer or obligation to the extent necessary to satisfy the creditor's claim. [P] (2) An attachment or other provisional remedy against the asset transferred or its proceeds . . . . [P] (3) Subject to applicable principles of equity and in accordance with applicable rules of civil procedure, the following: [P] (A) An injunction against further disposition by the debtor or a transferee, or both, of the asset transferred or its proceeds. [P] (B) Appointment of a receiver to take charge of the asset transferred or its proceeds. [P] (C) Any other relief the circumstances may require."

- - - - - - - - - - - - End Footnotes- - - - - - - - - - - - - -

However, we need not address the application of these authorities, and the various additional cases the Hans cite. They have failed to support their arguments on their cross-appeal with citations to the record. In their arguments concerning damages, the Hans have not cited their pleadings [*24] to indicate what arguments they made before the trial court. Moreover, they have failed to provide record references with respect to their testimony about damages. We can hardly hold that the court abused its discretion in failing to award damages if we do not know what evidence of damages was presented. We deem the Hans' arguments with respect to damages to have been waived. (Del Real v. City of Riverside, supra, 95 Cal.App.4th at p. 768.)

III. DISPOSITION

The judgment is affirmed. In the interests of justice, each party shall bear his or her own costs on appeal.

MOORE, J.

WE CONCUR:

RYLAARSDAM, ACTING P. J.

IKOLA, J.


Top
Offline Profile  
 
Display posts from previous:  Sort by  
Post new topic Reply to topic  [ 1 post ] 

All times are UTC - 8 hours [ DST ]


Who is online

Users browsing this forum: No registered users and 1 guest


You cannot post new topics in this forum
You cannot reply to topics in this forum
You cannot edit your posts in this forum
You cannot delete your posts in this forum

Search for:
Jump to:  
cron
Powered by phpBB © 2000, 2002, 2005, 2007 phpBB Group
Theme created StylerBB.net