Division of Business in an Arizona Divorce. Our Chandler Law Firm offers Divorce Mediation, Uncontested Divorce, Contested Divorce, Legal Separation, Female Divorce Lawyers, Annulment, Child. In this case, Wife ended up with 50% of the equity in the home awarded to Husband. If you need information about how an increase in the value of a business is handled in an Arizona divorce, you should seriously consider contacting the attorneys at Hildebrand Law, PC. During a divorce in Arizona, the equity is often relied upon as a bank account in the property settlement, and to start your new life. 4th 321 (experts valued goodwill of a law firm partner based on a personal and a partnership level). But the Supreme Court also said that the value of the transaction and the value for divorce purposes were two different dates, with the divorce value being the. In addition to these assets, a practice may have goodwill. The trial court departed from state precedent and found that goodwill was limited to the amount stated on the firm’s stock purchase agreement. This may require selling the property and splitting the net proceeds. App. However, any money earned or assets acquired before marriage by a spouse is the separate property of that spouse. It asks and answers all the business, personal, financial, legal and tax questions involved in exiting a firm. Bell-Kilbourn made a decision regarding the effect of a Disclaimer Deed in a divorce in Arizona. While some of these factors will increase the value of your law firm, others may lower it. 229, 508 P. ; Ankita Gupta Ankita is a Lead Attorney and one of the Firm’s founding attorneys. Annulment of Marriage in Arizona Does Not Affect Community Property Rights. calculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorce Son argued that, under the language of Arizona law, his father and Mrs. It sent the case back down to the divorce court to apportion the $79,000 between separate and community property. (1-CA-CV-110269): This case involves an interest in a large national law firm. 2d 712 (1953), the Arizona Supreme Court considered the question of whether Arizona courts would enforce an agreement made by an unmarried, cohabiting couple to pool their earnings and share equally in all assets gained during their time together. There are three approaches that could be used. 2d 965, the Arizona court reviewed a similar case. Our family law firm has earned numerous awards such as US News and World Reports Best Arizona Family Law Firm, US News and World Report Best Divorce Attorneys, “Best of the Valley” by Arizona Foothills readers, and “Best Arizona Divorce Law Firms” by North Scottsdale Magazine. In Arizona, the property is categorized as either separate or community. The husband was a principal at KPMG, and the wife insisted his partnership interest included considerable commercial goodwill that belonged to the community. Mitchell, 152 Ariz. Walzer and Edward Poll A law. The trial court limited her obligation to the extent of the community property she received in the divorce. He paid $10,000 from a business fund, gave a note to the seller for $5,000 and borrowed $30,000 from the bank. Divorce and separation Lawyer Licensed for 21 years. What Are the Valuation Methods. 602-899-7307. R. Call us today at (480)305-8300 or reach out to us through our appointment scheduling form to schedule your personalized consultation and turn your Arizona community property. b. Val Vista Dr. Attorneys, doctors, dentists, mental health professionals and the. in Arizona can become substantially more complicated when one of the spouses has a professional practice. The short answer to the question can there be waste of the equity in a marital home in Arizona is, yes, the court will recognize a claim of waste of the equity in a home during a divorce in Arizona; either because a spouse did not take care of the home or intentionally losing equity in the home due to a foreclosure that could. Consider Capital Gains Taxes on the Sale of a House in an Arizona Divorce. However, a court can fashion an equitable division that is not equal after considering the length of the marriage, the contributions. 2d 327, 309 N. When a marriage ends in Arizona, both the community assets and the community debts are divided between the spouses. Well, that certainly sounds like attorney-speak. Disposition. Murin took title to the whole property in the divorce. We get just as many questions about the division of debt in an Arizona divorce. The trial court in the matter of Stephanos v Stephanos accepted the wife’s expert opinion that none of the. , a dissolution of a partnership or a continuation of a profes sional practice after a divorce settlement. Chandler Blvd, near the 101 Freeway. Generally, a property that is acquired separately remains separate during the marriage. calculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorce The husband claimed that his interest in the law firm should be $140,000, the stock redemption value pursuant to the firm’s stockholder’s agreement. The difference between these reports is the level of discovery and data that is included, as well as the methods and approaches used to reach the Conclusion of Value or the Calculated Value. Determining the valuation in divorce proceedings can often be contentious and difficult. Once the court approves your request, you’ll receive an order for name change. Show Preview. In Arizona, both spouses are required to sign a personal guarantee before their community property can be used to satisfy a debt under a personal guarantee. In a divorce, the court divides the money and assets between the spouses equitably. In Wisner v. Valuing a home is both a science and an art. In Armer v. The court ordered the sale of the condominium. The valuation of goodwill is a typical task as it is formed from intangible attributes. The amount of personal goodwill involved in the business’ valuation versus goodwill solely attributable to the business. , the high court noted the parties conceded that “goodwill should be disregarded. Goodwill Walsh v. Internal Revenue Code § 731. Divorce Lawyers Serving Gilbert, AZ and Statewide. At this time, Mr. This is established in seven steps: 4. He can give Susan his $50,000 equity in the home and provide her with a property settlement note for the. Our family law firm has earned numerous awards such as US News and World Reports Best Arizona Family Law Firm, US News and World Report Best Divorce Attorneys, “Best of the Valley” by Arizona Foothills readers, and “Best Arizona Divorce Law Firms” by North Scottsdale Magazine. However, that isn’t always the case. App. However, it can be tricky to put a monetary value on goodwill, and not all forms of goodwill are treated equally in a divorce. " A prenuptial agreement can protect you down the line if you and your new spouse part ways in the future. An increasing number of states operate under the principle that while enterprise goodwill is part of the marital estate, personal goodwill is not a marital asset subject to distribution. Goodwill refers to the concept of earnings in excess of a normal rate of return based on certain intangible. Please call to make an appointment (310) 247-9913The Supreme Court stated clearly that, under Idaho case law, personal goodwill was not transferrable. App. Van Loan 569 P. For instance, if you started contributing to a 401 (k) or. The court’s order constitutes an official name change for that spouse. ; Jillian Hansen Jillian is a Lead Attorney and is on the Arizona Foster Care Review Board. Czarnecki retired from the military that same year and received retirement benefits. Rogers College of Law, University of Arizona. A goodwill valuation requires a detailed, thoughtful analysis. Koelsch, noted that property earned by either spouse’s employment is community property in Arizona. Chandler, AZ – Office. Typically, an Arizona court will divide the equity value of the house equally between the spouses. Professional practices present special business valuation problems in Tennessee divorce law such as doctors (medical practices), lawyers (law firms and law practices), dentists (dental practices), and CPA’s (accounting firms and accounting practices) by Memphis divorce lawyer Miles Mason, Sr. Preeminently AV Rated Boutique Firm and Sandra Slaton's personal attention on your case. Call Bishop Law Office and let us help you protect your. Christine Carter-Kent and Richard Kent were married for 15 years when Richard filed for a divorce. We have a team of the Best Divorce Lawyers and Family Law Attorneys in Chandler Arizona. Call us today at (480)305-8300 or reach out to us through. This valuation does not take into account a firm’s earnings. The 5 th edition of BVR’s Business Valuation in Divorce Case Law Compendium is the one reference that puts key insights and case law summaries in one place. Valuation Methodology in General “Goodwill value may be measured by ‘any legitimate method of evaluation that measures Award of Money: Discussion of A. Professional and business goodwill is a troubling and difficult area of divorce law. Call us today at (480)305-8300 or complete our new client form to learn how much you or your spouse will receive from a pension in a divorce in Arizona. The husband moved to amend the judgment and filed a request for a new trial and subsequently filed an appeal to the Arizona C ourt of Appeals. For military members. The Arizona Court of Appeals in the case of. at *1. Yes. In some situations, this might be a fairly simple process. Free Consultation. They will both be included as the family court attempts a fair and equitable. Straight capitalization. as divorce is, the law has an obliga-tion to make the goodwill calculation more routine and predictable — as it has done by designing the guidelines for child support and which by. R. The value of the business — Our divorce attorney regularly collaborates with a respected network of appraisers to determine appropriate valuations and will work closely with you to collect necessary supporting evidence (e. The wife’s expert took the average of two national compensation surveys to find that the reasonable compensation to hire an attorney to replace the husband was $100,000. As a business owner, understanding. Divorce and Family. 602-789-3125. In re Marriage of Talty. The Court’s Ruling on Valuation of a Law Practice in a Divorce in Arizona The Court of Appeals explained that the lower court initially intended to revisit the issue of the valuation of the law firm and the settlement and enter another order. Therefore, a practice with average annual revenues of $500,000 may sell for anywhere from $250,000 to $750,000. Lawyers: Mark Hamilton Donald W. Arizona Revised Statute Section 25-318 (B) allows a judge to consider the taxes that will become due upon the sale of an asset, such as capital gains taxes on a home. During their divorce trial, the parties disagreed over the community’s interest in the husband’s professional goodwill. Choosing a Valuation Date for a Business in a Divorce in Arizona. B. Estimate the average fee per case, net of direct expenses. 333, 337-338, 631 P. Walsh involved a divorce between Husband and Wife, who were both successful attorneys. Dividing a family business involves a number of complications. calculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorce calculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorce In Arizona, the earnings of the spouses during marriage are community property. Such a covenant is not even possible in the context of a law firm valuation. There are three approaches to value any asset, business or business interest: 1) the asset approach, 2) the income approach and 3) the market approach. The concept of “double-dipping” refers to the double counting of a marital asset, once in the property division and again in the support award. One of the cases the Arizona Supreme Court cited to in Mitchell holds the answer. So the first step in splitting a retirement account will typically be to calculate how much of its value is marital property. 14 The application of goodwill continued to be expanded as in Foster v. In re Marriage of Theurer. Since every law firm is different, the individual characteristics of your practice will need to be considered as part of the valuation process. in a marital dissolution matter. 5 of average annual revenues. The magic value in John’s law firm is in goodwill — the intangible assets of the company, such as its reputation, that allow it to produce more income than other similarly situated businesses. Divorce is a stressful and complicated process which becomes more so when there is a home involved that has to either be sold or refinanced. Some people ask about reimbursement of separate property in a divorce in Arizona. Married couples seeking dissolution of marriage in the state of Arizona go through the divorce process in the Family Court. The appellate court reasoned that if. 2d 1166 (Ariz. 510 of the Code of Civil Procedure provides that a business owner “shall be compensated for loss of goodwill,” where certain enumerated factors are satisfied. Law firm retains three experts. The Court of Appeals agreed. Wisner, 129 Ariz. Call now! For over two decades, I have been helping my clients through the divorce process. — so how could she be viewed as having calculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorce During a divorce in Arizona, the equity is often relied upon as a bank account in the property settlement, and to start your new life. 5 13 peer. If you have questions about debts not included in a divorce decree in. Bobrow, 241 Ariz. A law practice has value even apart from its old couch, obsolete library, barely functioning IBM 386, accounts receivable, and whatever work is in progress. At a base level, goodwill can be considered the value of having an established business, so that a buyer would not have to assemble the business and seek customers from the ground up. The husband took the position that his professional goodwill should be valued at $140,000, the stock redemption value of his stake in the law firm where he was a partner. OUR ATTORNEYS. The Arizona Court of Appeals’ decision in the case of Rowe v. If you have questions about an international divorce in Arizona, you should seriously consider contacting the attorneys at Hildebrand Law, PC. Here are the. Pyeatte, 135 Ariz. Address: 1095 W. Make sure that both the appraiser and the lawyer are familiar with the financial statements, business tax returns, laws, and documents related to your situation. Divorce in Arizona; Legal Separation in Arizona;. Contact a Phoenix criminal defense attorney today! Complete the form below or call (602) 258-1000 or 1 (888) 9AZLAWCOM (888-929-5292). , has the potential to change three decades of case law concerning the valuation of business goodwill and equitable distribution of business assets during divorce proceedings. --In the case of a distribution by a partnership to a partner--. Id. In Vance-Koepnick v. Arizona is a community property state. The Arizona Court of Appeals in a memorandum decision in the case of Jimenez vs. M. Art. Reviews. Becchelli, 109 Ariz. In many states, goodwill needs to be valued and then divided into. The value of the business may include both tangible assets and intangible assets. Toth, an equal division is not always equitable. In Stevens v. 002, 3. Rule 33(A) of the Arizona Rules of Family Law Procedure. 3. Evans owned half of the “French Café and Cocktail Lounge” business. 4 million valuation of orthodontic practice, including $1. 2d 196 (1982), the Arizona Court of Appeals considered many theories for enforcing the husband’s promise. Forcing the Sale of a Home During a Divorce in Arizona. (520) 882-8080 3501 N. The goodwill aspect was based largely on Husband’s business relationship with his cousin, which the trial court said allowed him to gain a steady revenue stream without incurring marketing expenses. S. n/a. Fam. 2d 343 (marital estate did not include goodwill or intangible value of husband's partnership interest in reputable law firm); Powell v. 272 (1977), the Arizona Supreme Court considered whether a military pension is a property right or an expectation for divorce purposes if the military spouse has not – at the time of the divorce – completed the years of service necessary to claim it. Whether a Law Firm Sale 1. Contact our multi-state divorce & family lawyers & attorneys at Stange Law Firm in MO, IL, KS, OK, NE, IN for a consult at 855-805-0595. Mr. The disclaimer deed in that divorce was signed on a home purchased during an Arizona marriage. The Court of Appeals, citing the case of Koelsch vs. Mesa, AZ 85204. It is recorded on the balance sheet. Reviews. Extent of recognition of gain or loss on distribution. Therefore, the community could not claim a lien. The husband moved to amend the judgment and filed a request for a new trial and subsequently filed an appeal to the Arizona C ourt of Appeals. The four premises of value Arizona court’s may apply to a business appraisal in a divorce case are the “going concern premise,” “value of the assets premise,” “value of the sale of the assets premise,” “value of the assets in an expedited liquidation premise. That means that, after the divorce decree was entered, each. special considerations in valuing law firms ; checklist of special information to request for the valuation of a law firm; common errors in valuing professional practices by kevin yeanoplos, cpa/abv/cff, asa; goodwill in professional practices ; applying excess earnings to derive the value of goodwill ; when a law firm gets caught up in divorce. Contact. The Arizona Court of Appeals found that the trial court erred when it. Chandler, AZ – Office. ”When a divorcing couple is assessing a business during the division of property, goodwill should be part of the valuation. If one party objects to a claim that the marriage is "irretrievably broken," the court may order a waiting period of 60 days. Just so, during a marriage, loss of a spouse’s earning capacity means lost income to the community. In Van Loan v. Identify the outstanding cases at the valuation date. Each attorney at the Cantor Law Group brings years of. Contact. Also, an appraiser can determine the best method for valuing the business. Criminal Law; Divorce; DUI; Employment Law; Estate Planning. The Arizona Court of Appeals in Phoenix ruled unanimously last week that the price of attorney E. Otherwise, Spouse 1’s interest in the LLC is deemed to be community property. The experienced divorce lawyers at Cordell & Cordell provide intelligent, aggressive divorce representation to fathers. 1. This is a formal document that serves as legal proof of your new name and is required for. 4) Selling your house after divorce may be more difficult due to a lack of cooperation from a spouse due to hurt feelings stemming from the divorce litigation. It is very important to define the standard of value and to separate personal goodwill from enterprise goodwill as part of the valuation process. Problems can arise in determining the value of the business. Although an intangible asset, goodwill may be identified and reified by market-sales valuation andThe Supreme Court of Virginia has rejected a “fair market value” or “willing buyer/willing seller” standard of value for divorce. Located On Dobson Road, just North of W. Trust our focused, principled attorney to help get you through this tough time, with your best interest in mind. It is a valuable asset and vital for the stakeholders. This can mean giving one spouse more property if the other has wasted or disposed of. Unlike other assets with a known useful life, goodwill is not amortized or depreciated but is instead assessed for goodwill impairment regularly. Due to the specialized nature of performing a goodwill valuation, it is typically performed by an expert. The Arizona rule — pronounced in a 1926 case and consistently followed – was that any amounts of money recovered for injuries to one spouse during the marriage are community property. Arizona rulings have recognized the community may gain a community property lien against the sole and separate property of a spouse if either spouse, through labor, effort, or payment of community money, increasing the value of a. During M&A – Goodwill is an intangible asset that is produced when one firm buys another for more than its net asset value. An Overview of Methods to Value a Law Firm. Calculating a Property Equalization Payment in Arizona. If you have questions about sharing a personal injury settlement in an Arizona divorce. Shiell specializes in divorce and custody, and handles matters relating to child custody and visitation, child support, spousal support, domestic violence, property division and prenuptial agreements. Our family law firm has earned numerous awards such as US News and World Reports Best Arizona Family Law Firm, US News and World Report Best Divorce Attorneys, “Best of the Valley” by Arizona Foothills readers, and “Best Arizona Divorce Law Firms” by North Scottsdale Magazine. Here are the steps for filing a. Annulment of Marriage in Arizona Does Not Affect Community Property Rights. Koepnick, 3 P. The Arizona Court of Appeals in the case of Bell-Kilbourn vs. View Website View Lawyer Profile Email Lawyer. Arizona Divorce Law. Commercial goodwill vs. Rowe was faced with an appeal concerning the characterization of a business as Husband’s sole and separate. Types of Business Appraisals in an Arizona Divorce From Hildebrand Law, PC. G. Goodwill is not a tangible asset, like a house or other physical item of property. Instead, personal goodwill is the future earning potential associated with an individual’s personal attributes and is excluded from the marital estate. The court ordered the sale of the condominium. 2d 175 (Wash. Foster 15 as an expert witness was asked to determine the fair value of goodwill of a medical practitioner, not of his. Although each spouse is entitled to half of the assets, the form may differ. Here are five common methods for valuing business goodwill. If the value of goodwill is judged to be impaired, it must. Evans owned half of the “French Café and Cocktail Lounge” business. in Arizona ability become significant more complicated when one of the spouses has one professional how. This would tend to suggest that Arizona is a 50/50 state in a divorce. Is a Spouse’s Separate Property Liable for Community Debts. Property settlements are just one issue that has to be resolved in the divorce process. In many states, goodwill needs to be valued and then divided KPMWritten by: Megan Hoss, CPA Personal goodwill issues often arise in valuation engagements and can be particularly contentious and confusing in the case of divorce. Van Loan 569 P. The status of celebrity brings a twist on the issue of valuing goodwill in a divorce. There is no “one” correct way to value a law firm. Using Community Funds to Pay a Mortgage on a Spouse's Sole and Separate House From the Experienced Arizona Community Property Lawyers at Hildebrand Law, PC. The case, In re Marriage of Hall, 692 P. The Long Answer. Rowe addressed the issue of a community lien in a sole and separate business in a divorce in Arizona. If you have questions about sharing a personal injury settlement in an Arizona divorce. One important use of the appraisal is to convince the other party of the value of the homestead. 4th 171 (1990); Annot. ’”Valuation methodologies differ depending on the type of business. Arizona court rejects ‘realizable benefit’ approach to valuing professional practice goodwill. See Marriage of Greaux & Mermin (2014) 223 Cal. S. calculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorcecalculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorcecalculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorcecalculating a community lien on an appreciating asset in an arizona divorce; valuing goodwill of a lawfirm in an arizona divorce; community property and annulment of marriage in arizona; sole and separate funds used to buy a house in arizona; division of military retirement and disability payments in an arizona divorcePersonal goodwill issues often arise in valuation engagements and can be particularly contentious and confusing in cases of divorce. The Family Law Team at Robinson & Henry will go above and beyond to ensure your contributions to the marriage are reflected in a business valuation divorce. 9. Goodwill must be valued for a number of reasons, the most common being for purposes of marital divorce, income taxes, and mergers and acquisitions. The wife requested a trial to present. That party's presence as such has been maintained for 90 days prior to filing for divorce. Walsh, the court of appeals reversed the family court’s ruling limiting a law firm partner’s goodwill to the amount he would receive under a stock redemption agreement. Assess the success rate or “batting average” of the firm. At his divorce trial, his expert relied primarily on the firm’s stock redemption agreement, which limited the value of the husband’s partnership interest to the $140,000 in his capital accounts. Pfeffer held that a creditor might come after community assets but usually cannot come after the separate property of a spouse to pay a community debt. Let’s talk about CRSC pay and divorce in Arizona. Call us today at 480-442-4142. Anderson, 256 P. Inclusion of a non-compete agreement when valuing the business, however, signals the existence of personal goodwill. Charles and Margrethe May Pyeatte married in Tucson in 1972. Valuing “blue sky”Carter-Kent, 235 Ariz. SinceIn California, Section 1263. Hutki answered that question. This includes the asset approach, the income approach, and the market approach. The wife’s expert took the average of two national compensation surveys to find that the reasonable compensation to hire an attorney to replace the husband was $100,000. The husband admitted in a verified answer that the retirement account was community property. § 25-324. today. Married couples seeking dissolution of marriage in the state of Arizona go through the divorce process in the Family Court. Walzer and Edward Poll. § 25-318. Avvo Rating: 8. Appraised value. The Rule on Omitted Assets in an Arizona Divorce Decree. The four-partner firm above is not listed and relies on the partners as well as a lack of assets, hence the multiple selected is 1. 4 It resides in business entities, including professional practices. 4. If a business is doing particularly well, there may be goodwill value in the business over and. (See Becchelli v. In a divorce, if a community property business is found to have goodwill, that goodwill is valued and. Call direct 972-353-4600. "Divorce & Separation: Goodwill in Law Practice as Property Subject to Distribution on Dissolution of Marriage," 79 A. Under Illinois law, “goodwill” is defined as “the value of a business or practice that exceeds the combined value of the physical assets. L. Decision. App. Earnings of either spouse during a marriage are community property in Arizona. The value of goodwill is only realized when any consideration is paid in cash or equivalent to cash. Walsh Arizona 2012 Ct. The husband was an equity partner in a leading law firm. In a recent Arizona case, Walsh v. Golden. Division of Debt in Arizona Divorce Explained by Hildebrand Law, PC. Lawyers: Sandra Lynn Slaton Kristin Mae Roebuck. Arizona law specifies that a trust deed on community property is not valid unless both spouses execute and acknowledge it. Brandy Ramsay. Read the decision here. J. Kunz, 79 P. In an Arizona divorce, the marital home falls within the scope of community property when spouses acquired the home during the marriage. In a recent Arizona case, Walsh v. Approaching the Valuation of Business Goodwill in a Divorce Naturally, the spouse keeping the business will want goodwill valued as little as possible, to avoid having to. S. ”. The court concluded that retirement assets, including pensions, are treated in the same manner as all other community property in Arizona and are, therefore, divided between spouses in a divorce. “Goodwill, if there is value in it, flows from the ability of the seller to successfully transfer a book of business to the buyer,” says Dale Lash, partner-in-charge of RubinBrown’s Business Valuation Services Group in Denver. If you require assistance with the valuation of your business in a matrimonial matter, please contact Advent for trusted guidance. C. Each spouse can hire his and her forensic accountant for a business valuation. Exceptions may occur in situations. Estimate the average fee per case, net of direct expenses. Business appraisers in divorce cases know that goodwill is an essential concept they must master.