Stampin' Up!, Inc v. Dollar Tree, Inc.

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH STAMPIN’ UP!, INC., a Utah corporation, MEMORANDUM DECISION AND ORDER Plaintiff, Case No. 2:23-cv-00423-RJS-JCB v. Chief Judge Robert J. Shelby DOLLAR TREE, INC., a Virginia corporation, et al., Magistrate Judge Jared C. Bennett Defendants. The parties’ Cross-Motions for Summary Judgment are before the court. For the reasons explained below, the court GRANTS Defendants Dollar Tree, Inc., Dollar Tree Stores, Inc., Dollar Tree Management, Inc., Dollar Tree Distribution, Inc., Dollar Tree Sourcing Company, LLC, and Greenbrier International, Inc. (collectively, Dollar Tree)’s Motion for Summary Judgment,1 and the court DENIES Plaintiff Stampin’ Up!, Inc.’s Motion for Summary Judgment.2 FACTUAL BACKGROUND The court draws the following facts from the parties’ summary judgment briefing and attached exhibits. Because the court is considering cross-motions for summary judgment, it presents a neutral summary of the facts.3 Unless otherwise indicated, the facts are not disputed. 1 Dkt. 81, Defendants’ Motion for Summary Judgment (Dollar Tree’s Motion for Summary Judgment). 2 Dkt. 80, Plaintiff’s Motion for Partial Summary Judgment as to Liability for Copyright Infringement (Stampin’ Up!’s Motion for Summary Judgment). 3 M.Z. v. Blue Cross Blue Shield of Ill., No. 1:20-cv-00184, 2023 WL 2634240, at *1 n.2 (D. Utah Mar. 24, 2023). This is a copyright case.4 Plaintiff Stampin’ Up! is a Utah corporation that designs, manufactures, and distributes craft goods and supplies, including stamps and stamp sets.5 Defendants are separate corporate entities affiliated with the Dollar Tree brand.6 Dollar Tree Stores, Inc. runs discount retail stores around the country.7 Dollar Tree, Inc. is a holding company that has no employees or bank accounts.8 Dollar Tree Management, LLC provides legal, financial, and information technology support services to other Dollar Tree corporate entities.9 Dollar Tree Sourcing Company, LLC acquires inventory unrelated to Dollar Tree retail stores.10 Dollar Tree Distribution, Inc. provides warehousing and transportation services for Dollar Tree stores.11 4 See Dkt. 1, Verified Complaint for Copyright Infringement (Verified Complaint). 5 See Dollar Tree’s Motion for Summary Judgment, Undisputed Material Fact No. 10; Dkt. 114, Plaintiff’s Response to Defendants’ Motion for Summary Judgment (ECF 81 and ECF 83) (Stampin’ Up!’s Summary Judgment Opposition) at 12; Stampin’ Up!’s Motion for Summary Judgment, Undisputed Material Fact No. 5; Dkt. 105, Response to Plaintiff’s Motion for Partial Summary Judgment as to Liability (Dollar Tree’s Summary Judgment Opposition) at 3. 6 See Dkt. 83-12, Declaration of Bradley Hunter (Hunter Declaration). In opposition to Dollar Tree’s Motion for Summary Judgment, Stampin’ Up! disputes how Defendants characterize their corporate roles. See Stampin’ Up!’s Summary Judgment Opposition at 4–12. But Stampin’ Up!’s arguments have no merit. First, Stampin’ Up! repeatedly cites several facts in the record in an effort to refute Defendants’ assertions. Id. But the court finds the facts Stampin’ Up! cites, even assuming their truth, do not contradict Dollar Tree’s representations. Second, Stampin’ Up! argues the court should disregard the Hunter Declaration because it is an “attempt to inject new, never-before-provided declarations contradicting their earlier admissions.” Id. The court rejects this argument because Federal Rule of Civil Procedure 56(c) provides a party may use a declaration in support of a motion for summary judgment so long as it is “made on personal knowledge, set[s] out facts that would be admissible in evidence, and show[s] that the . . . declarant is competent to testify on the matters stated.” Fed. R. Civ. P. 56(c)(4). The Hunter Declaration appears to satisfy these requirements, and Stampin’ Up! makes no argument for why it does not. The court therefore finds Stampin’ Up! has failed to refute Dollar Tree’s assertions related to the Dollar Tree corporate entities’ roles and accepts them as true. 7 See Dollar Tree’s Motion for Summary Judgment, Undisputed Material Fact No. 1; Stampin’ Up!’s Summary Judgment Opposition at 4. 8 Hunter Declaration ¶ 5. 9 Id. ¶ 6. 10 Id. ¶ 8. 11 Id. ¶ 7. The parties also refer to this entity as “Dollar Tree Distributing, Inc.” See Verified Complaint at 1; Dkt. 53, Defendants’ Answer to Complaint at 2. The court refers to it as “Dollar Tree Distribution, Inc.” At issue in this case are three of Stampin’ Up!’s named designs that belong to a line of stamp sets sold by Stampin’ Up!.!? The named designs are (1) Flowing Flowers, (2) Honeybee Home, and (3) Dragonfly Garden.’ The court includes the images featured in Stampin’ Up!’s Verified Complaint for reference: 4 Flowing Flowers Honeybee Home Dragonfly Garden ahha A aap er ee -aegamee, □□ JUST A NOTE OS Lif @ Mess You We hee Be Wes, (ct eee ee ys Se i OS RO Ye (ee Vis Alyy =. Witte mee See a SI a a oy ye a (> atc yw, * WW Lg aS a : □□ Coppa! Rath ss jo yy Midd. Ree foe CTpery ithday Se KE Uh. e we, | a i a we a f WSS ( ain L YOU L ELA ee uf We a wig ee 4 { if Bis lam time fora ‘ (4 □ f y li 2 a Maye dance we re | | * eer = — YOU'RE THE neces I MM Tie Ly □□□ FR sending a card { Ah 00 WRU KNDNESS io unsitend of. a tat: =——— Ss a UR YOUR KINDNESS □□ svar ris a S| 9 : won Stampin’ Up! alleges the three named designs are registered under two group copyright registration numbers: VAu001440090 (Flowing Flowers and Honeybee Home) and VAu001394537 (Dragonfly Garden).!°> Stampin’ Up! also attached to its Verified Complaint what appear to be screenshots from the U.S. Copyright Office’s website containing information about the two registrations.!© These screenshots do not depict the visual material Stampin’ Up! 2 See Stampin’ Up!’s Motion for Summary Judgment, Undisputed Material Fact No. 7; Dollar Tree’s Summary Judgment Opposition at 3. 13 See Verified Complaint § 20. The court notes Stampin’ Up! refers to one of the named designs inconsistently as “Flowing Flowers” and “Flowering Flowers.” Compare, e.g., id., with Dkt. 1-1, Public Catalog. For clarity, the court refers to this named design as “Flowing Flowers.” Verified Complaint { 20. > Dollar Tree’s Motion for Summary Judgment, Undisputed Material Fact Nos. 12-14 (citing Verified Complaint and Dkt. 83-1, Rebuttal Expert Report of Clarke B. Nelson J§ 17-18). 16 See Public Catalog. provided to the Copyright Office that Stampin’ Up! sought to copyright.17 They instead offer basic identifying information regarding the copyrights, such as their titles, registration numbers, and dates of registration.18 The screenshots indicate Stampin’ Up! registered the relevant copyrights in 2019 and 2021.19 In 2022, Dollar Tree requested “stamp offerings” from various third-party vendors to sell in its stores.20 One vendor responded with a quote for certain stamp sets.21 The vendor warranted to Dollar Tree that its products complied with U.S. copyright laws, and having done business with the vendor before, Dollar Tree accepted the quote and began selling three stamp sets in some of its stores.22 According to Stampin’ Up!, these three stamp sets were unauthorized reproductions of its copyrighted works.23 Stampin’ Up! alleges all Defendants committed unlawful infringement by copying and reproducing Stampin’ Up!’s copyrighted 17 Id. 18 Id. 19 Id. The court notes that, in its Opposition, Stampin’ Up! contests that its registrations are “group registrations.” See Stampin’ Up!’s Summary Judgment Opposition at 12–14. The court is not persuaded. The screenshots Stampin’ Up! attached to its Verified Complaint plainly establish its registrations are group registrations. See Public Catalog. 20 Dollar Tree’s Motion for Summary Judgment, Undisputed Material Fact No. 20 (citing Dkt. 83-3, Defendants’ Responses to Plaintiff’s First Set of Interrogatories (Nos. 1–20) (Dollar Tree’s Interrogatory Responses) at 11–12). Stampin’ Up! contests this fact (and other related facts) by arguing the vendors are Dollar Tree’s “agents.” Stampin’ Up!’s Summary Judgment Opposition at 14–16. Stampin’ Up! cites only Dollar Tree’s interrogatory responses for this proposition, which do not indicate any third-party vendors are Dollar Tree’s agents. Nor does Stampin’ Up! provide any legal authority for this proposition. The court therefore rejects Stampin’ Up!’s objections premised on its unsupported agency theory. 21 Dollar Tree’s Motion for Summary Judgment, Undisputed Material Fact No. 21 (citing Dollar Tree’s Interrogatory Responses at 11–12). 22 Dollar Tree’s Motion for Summary Judgment, Undisputed Material Facts Nos. 22–25 (citing Dollar Tree’s Interrogatory Responses at 11–12 & Dkt. 83-10, Continuing Vendor Indemnification Agreement at 2). Stampin’ Up! appears to contest the warranty’s enforceability by arguing “[t]he cited warranty is a request of Defendants, not a written agreement of the [vendor].” Stampin’ Up!’s Summary Judgment Opposition at 16–17. The court is unclear how this argument negates the signed warranty’s enforceability. Stampin’ Up! also argues “[t]here is no evidence of record that [the vendor] did comply.” Id. But whether the vendor complied is irrelevant; the warranty’s existence is probative of Stampin’ Up!’s culpability for infringement. See infra § I(C). The court therefore rejects Stampin’ Up!’s objection. 23 Verified Complaint ¶¶ 37–38. works, as well as preparing, distributing, and selling the unauthorized reproductions.24 Defendants dispute any infringement occurred.25 PROCEDURAL HISTORY Stampin’ Up! brought this action on June 30, 2023, asserting against all Defendants one claim for copyright infringement under the Copyright Act.26 Upon stipulation of the parties, the court entered a preliminary injunction on July 25, 2023, directing Dollar Tree to take certain actions, including removing the allegedly infringing products from its stores.27 The parties engaged in fact and expert discovery that closed in May 2024 and September 2024, respectively.28 The parties then filed Cross-Motions for Summary Judgment,29 which are fully briefed.30 The parties also filed three Evidentiary Motions related to the Motions for Summary Judgment: Dollar Tree’s Motion to Strike certain evidence for discovery violations,31 Stampin’ Up!’s Motion to Strike Dollar Tree’s Motion to Strike for failure to comply with the Local Rules,32 and Dollar Tree’s Motion to Exclude specific opinions and related testimony by Stampin’ Up!’s expert, Scott Cragun.33 On July 1, 2025, the court provided an Oral Ruling 24 Id. ¶¶ 37–41. 25 See Answer. 26 Verified Complaint. 27 Dkt. 39, Stipulated Preliminary Injunction. 28 Dkt. 69, Third Amended Scheduling Order. 29 Stampin’ Up!’s Motion for Summary Judgment; Dollar Tree’s Motion for Summary Judgment. 30 Dollar Tree’s Summary Judgment Opposition; Dkt. 116, Plaintiff’s Reply in Support of Its Motion for Partial Summary Judgment as to Liability for Copyright Infringement (Stampin’ Up!’s Summary Judgment Reply); Dkt. 125, Defendants’ Evidentiary Objections and Responses to Plaintiff’s Reply in Support of Its Motion for Partial Summary Judgment (Evidentiary Objection); Dkt. 126, Plaintiff’s Response to Objection of ECF 125 (Evidentiary Objection Opposition); Stampin’ Up!’s Summary Judgment Opposition; Dkt. 119, Defendants’ Reply in Support of Motion for Summary Judgment (Dollar Tree’s Summary Judgment Reply). 31 Dkt. 74, Defendants’ Motion to Strike. 32 Dkt. 90, Plaintiff’s Motion to Strike Defendants’ Motions (ECF 74 and 76). 33 Dkt. 77, Defendants’ Motion to Exclude the Report and Testimony of Damages Expert Scott W. Cragun. denying the parties’ Motions to Strike and granting Dollar Tree’s Motion to Exclude before receiving argument on the Cross-Motions for Summary Judgment,34 which are now ripe for review. LEGAL STANDARD Summary judgment is appropriate when “there is no genuine dispute as to any material fact” and the moving party is “entitled to judgment as a matter of law.”35 The moving party “always bears the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, which it believes demonstrate the absence of a genuine issue of material fact.”36 “Judgment as a matter of law is appropriate when the nonmoving party has failed to make a sufficient showing on an essential element” of its claim for which it “has the burden of proof.”37 A dispute is genuine “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.”38 A fact is material if it “might affect the outcome of the suit under the governing law.”39 When applying this standard, the court “view[s] the evidence and make[s] all reasonable inferences in the light most favorable to the nonmoving party.”40 In so doing, the court’s “function is not [itself] to weigh the evidence 34 Dkt. 129, Minute Order. 35 Fed. R. Civ. P. 56(a). 36 Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986) (citation modified). 37 Doe v. City of Albuquerque, 667 F.3d 1111, 1122 (10th Cir. 2012) (citation omitted). 38 Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). 39 Id.; see also United States v. Simons, 129 F.3d 1386, 1388 (10th Cir. 1997) (“The substantive law of the case determines which facts are material.” (citation omitted)). 40 N. Nat. Gas Co. v. Nash Oil & Gas, Inc., 526 F.3d 626, 629 (10th Cir. 2008). and determine the truth of the matter but to determine whether there is a genuine issue for trial.”41 Generally, a party opposing summary judgment cannot resist the motion based only on what is in its pleadings.42 Instead, the party must “set forth specific facts that would be admissible in evidence” at trial.43 If the nonmovant fails to do so, then “the moving party is entitled to a judgment as a matter of law.”44 The specific facts “must be identified by reference to an affidavit, a deposition transcript or a specific exhibit incorporated therein.”45 “A verified complaint may be treated as an affidavit for purposes of summary judgment if it satisfies the standards for affidavits set out in Rule 56 of the Federal Rules of Civil Procedure.”46 “Cross-motions for summary judgment are to be treated separately; the denial of one does not require the grant of another.”47 Each “moving party carries the burden of showing beyond a reasonable doubt that it is entitled to summary judgment.”48 Even though a defendant “does not have the ultimate burden of persuasion at trial,” when moving for summary judgment, a defendant has “both the initial burden of production . . . and the burden of establishing that summary judgment is appropriate as a matter of law.”49 This burden may be met by demonstrating that the plaintiff “does not have enough evidence to carry its burden of persuasion 41 Liberty Lobby, 477 U.S. at 249. 42 Celotex Corp., 477 U.S. at 324–25. 43 Adler v. Wal-Mart Stores, Inc., 144 F.3d 664, 671 (10th Cir. 1998) (citation modified). 44 Celotex Corp., 477 U.S. at 323 (citation modified). 45 Thomas v. Wichita Coca-Cola Bottling Co., 968 F.2d 1022, 1024 (10th Cir. 1992). 46 Vette v. K-9 Unit Deputy Sanders, 989 F.3d 1154, 1163 (10th Cir. 2021) (citation modified). 47 Buell Cabinet Co. v. Sudduth, 608 F.2d 431, 433 (10th Cir. 1979) (citation omitted). 48 Pelt v. Utah, 539 F.3d 1271, 1280 (10th Cir. 2008) (citation modified). 49 Trainor v. Apollo Metal Specialties, Inc., 318 F.3d 976, 979 (10th Cir. 2002) (citation omitted). at trial.”50 As to the plaintiff, the court “must view the evidence presented through the prism of the substantive evidentiary burden.”51 ANALYSIS The court begins by addressing Dollar Tree’s Motion for Summary Judgment and then turns to Stampin’ Up!’s Motion for Summary Judgment. I. Dollar Tree’s Motion for Summary Judgment Dollar Tree moves for summary judgment on four questions: (A) the number of copyrighted works at issue; (B) the viability of Stampin’ Up!’s actual damages theories; (C) willful infringement; and (D) the liability of certain Defendants.52 For the reasons explained below, the court grants Dollar Tree’s Motion in its entirety. A. Number of Works Dollar Tree moves for summary judgment that there are only three copyrighted works at issue for the purpose of calculating statutory damages.53 A “copyright owner may elect . . . to recover . . . an award of statutory damages for all infringements involved in the action.”54 If he elects to do so, the copyright owner is entitled to damages “of not less than $750 or more than $30,000” for each copyrighted work, “as the court considers just.”55 The court must determine the number of works before awarding statutory 50 Id. 51 Liberty Lobby, 477 U.S. at 254. 52 See Dollar Tree’s Motion for Summary Judgment. 53 Id. at 2, 8–18. 54 17 U.S.C. § 504(c)(1). 55 Id. damages,56 and summary judgment is an appropriate time to make that determination.57 The number of asserted works “is a mixed question of law and fact.”58 1. Dollar Tree’s Evidentiary Objection Before evaluating Dollar Tree’s arguments on the number of copyrighted works, the court must first address a threshold matter: the effect of Stampin’ Up’s copyright deposits—the images provided to the Copyright Office when registering a copyright59—on the summary judgment record. i. Background Stampin’ Up! included in its Verified Complaint three discrete named designs: (1) Flowing Flowers, (2) Honeybee Home, and (3) Dragonfly Garden.60 Within each named design are several sub-images; together, there are thirty sub-images across the three named designs.61 In the Verified Complaint, Stampin’ Up! included a table where it placed the named designs next to copyright registration numbers.62 It introduced this table as follows: “Stampin’ Up!’s Works of Authorship in its decorative designs include the following named designs with the corresponding United States copyright registrations (‘Copyrighted Works’).”63 For reference, the court provides the named designs as presented in the Verified Complaint below:64 56 See Seoul Broad. Sys. Int’l, Inc. v. Sang, 754 F. Supp. 2d 562, 569 (E.D.N.Y. 2010). 57 Friedman v. Live Nation Merch., Inc., No. CV-11-02047-MWF-VBK, 2013 WL 12200651, at *4 (C.D. Cal. June 12, 2013), aff’d, 833 F.3d 1180 (9th Cir. 2016). 58 See, e.g., Yellow Pages Photos, Inc. v. Ziplocal, LP, 795 F.3d 1255, 1277 (11th Cir. 2015). 59 See 17 U.S.C. § 408. 60 Verified Complaint ¶ 20. 61 Id. 62 Id. 63 Id. 64 Id. Named Designs in Verified Complaint Name Registration and date Flowing Vau001440090, Flowers AR 4 JUST A NOTE 06-29-2021 ON is Hore Bethdog ol j ai i Gke vou [bah \ time for a Be Sipe dan = pay sending a card oS writiad of 0 tect ian" | ETAT |scisaa | [osta” | Sa crea caf 7 ane pag Bae ge LH . Mss Gu □□ Eee oF = Sas a G, [uek og ie se REV, Dae Wacord- Sly a HERS i ee Thy □ Se aire ea =) WD fw ny: Geni Nh ae 4 4 Sd ge AE wafifel ae Sp Ae i ff it Gee YOU'RE THE neces] I] | \ a ices yee __=—_ i Bee sie. US #2 mm sei = waite In its simultaneously filed Injunction Motion, Stampin’ Up! again included the three named designs and introduced each as “Stampin’ Up!’s Copyrighted Work”: Named Designs in Injunction Motion Flowing Flowers Honeybee Home Fae Garden ax re inapirddoon Se" MEI. JUST A NOTE sued. hoppy news. s0nfed ps ae ZENS gw fa Ge > oe oi yeataee 4 us : freer. a eee . Wae-*° BE frat 7 Mess You □□ Bs lige ity is wml 5 ¢. ee ; 3 [ NS Say YOU'RE THE neces i | i □□□ eee es ip 1 \ ED FoR OUR cNONSS 6 See Dkt. 2, Plaintiff’s Motion for Temporary Restraining Order and Prelimianry [sic] Injunction (Injunction Motion) at 15-16. 10 A plain reading of Stampin’ Up!’s initial filings makes clear it intended to assert three copyrighted works, one for each named design. But at some point, Stampin’ Up! began advancing the theory that each individual sub-image within the named designs constituted a separate copyrighted work: in its Initial Disclosures provided on December 27, 2023, Stampin’ Up! sought statutory damages for infringement of thirty copyrighted works,66 and it reiterated that demand in its expert report dated June 27, 2024.67 And Stampin’ Up!’s counsel, Todd Zenger, confirmed this account at oral argument. Inquiring about the Initial Disclosures and expert report, the court asked, “[D]id you say that Dollar Tree infringed 30 works?” And Mr. Zenger replied, “We did.”68 But in its Motion for Summary Judgment filed on January 15, 2025, Stampin’ Up! again changed course, arguing instead Defendants infringed on only eighteen works.69 Dollar Tree noted this inconsistency in its Opposition and provided a variety of reasons why it precludes granting summary judgment to Stampin’ Up! on liability,70 including that Stampin’ Up!’s failure 66 Dkt. 81-10, Initial Disclosures of Plaintiff (Initial Disclosures) at 3. 67 Dkt. 83-2, Expert Report of Scott W. Cragun (Cragun Report) ¶ 44. While the court makes no findings on this question, it notes a potential incentive for Stampin’ Up! to inflate its number of copyrighted works. “The Copyright Act allows only one award of statutory damages for any ‘work’ infringed.” Bryant v. Media Right Prods., Inc., 603 F.3d 135, 140 (2d Cir. 2010) (citing 17 U.S.C. § 504(c)(1)). Pursuing thirty, or eighteen, infringed works would entitle Stampin’ Up! to potentially receive millions of dollars in statutory damages while asserting only three copyrighted works would cap its award at $90,000 or $450,000 in the case of willful infringement. See 17 U.S.C. § 504(c)(1)–(2). 68 Dkt. 132, Hearing Transcript at 38:17–19. 69 See Stampin’ Up!’s Motion for Summary Judgment at 17–41. The court notes Stampin’ Up!’s assertion of thirty, and then eighteen, copyrighted works is inconsistent with its representations to the Copyright Office. An applicant “may include up to ten works” in a single group registration. 37 C.F.R. § 202.4(c)(2). Stampin’ Up! alleges it has two group registrations relevant to this action: VAu001440090 and VAu001394537. Verified Complaint ¶ 20. According to the screenshots provided by Stampin’ Up!, each registration contains ten works, three of which are Flowing Flowers, Honeybee Home, and Dragonfly Garden. See Public Catalog. If Stampin’ Up! intended for the eighteen sub-images across the named designs to each constitute an individual copyrighted work, then it must have violated the regulation limiting each group registration to ten works. While this issue is not squarely before the court, it is certainly probative of the fact that Stampin’ Up! at one point believed Flowing Flowers, Honeybee Home, and Dragonfly Garden each constituted one copyrighted work. 70 Dollar Tree’s Summary Judgment Opposition at 16–21. to produce its copyright deposits prevents the court from determining “whether the asserted works are actually included in [Stampin’ Up!’s] asserted group registrations, and prevents a comparison of the deposits” to the allegedly infringing products.” In support of its Reply, Stampin’ Up! produced a declaration from one of its corporate officers, Merilee Hunt,’* who also verified Stampin’ Up!’s Complaint.” Ms. Hunt stated, under penalty of perjury, that “[c]opies of the same ‘decorative designs’ depicted in paragraph 20 [of Stampin’ Up!’s Verified Complaint] were submitted as deposits to the U.S. Copyright Office when pursuing the corresponding U.S. copyright registrations VAU001440090 and Vau001394537, see attached exhibits A, B and C, copies of copyright deposits.”’* The court provides the deposits below”: Copyright Deposits Stampin’ Up! Stamp Designs for UMC 2022 | Flowing Flowers ~ 157880 ‘Stampin’ Up! Stamp Designs for lIMC 2022 ~ Honeybee Home ~ 157943 DragantyaraeN=ASRAIE Soa” Page lof ti ee eee BEN em us BES ee, ~ We we & Piieadinew ane pa = fi TS ‘ t FOR YOUR KINDNESS LIBS Cos A ' @\ t Weg Bx eee On” ~ pe" {han slit tf ae ae oe oo 1S VY Ye wee << ( a “ aie ME yi Z Ue We my J Pg