Court File and Parties
COURT FILE NO.: FS-16-21144 DATE: 20180629 ONTARIO SUPERIOR COURT OF JUSTICE
BETWEEN:
JENNIFER GIFFIN Applicant – and – CHRISTOPHER GIFFIN Respondent
Counsel: Heather Hansen & Jenna Beaton, for the Applicant Christopher Giffin, self-represented (Dec 18 – 21, 2017) Paul E. McInnis, for the Respondent (Feb 8, 2018)
HEARD: December 18 – 21, 2017 & Feb 8, 2018
Hood, j.
REASONS FOR DECISION
Overview
1The parties began cohabiting in 1993 and married in June, 1996. They had three children together: Jack, born in October 1999; Piers, born in December 2001; and Conrad, born in July 2004. They separated on May 31, 2013.
2During the marriage the applicant Jennifer Giffin (“Jennifer”) was, for the most part, a stay-at-home mother and the primary caregiver to the children. The respondent Christopher Giffin (“Chris”) was, for the most part, the family breadwinner.
3At the time of separation the parties had a 58% interest in Giffin Koerth Inc. (“GK Inc.” or “the Company”), a forensic engineering firm. Chris was the president of GK Inc.
4On July 6, 2015, the parties entered into a Separation Agreement (“the Agreement”). As part of the Agreement, Jennifer gave up her interest in the Company.
5In October, 2015, Chris bought out his partner, who had a 38% interest in the Company. Jennifer learned about the sale in the spring of 2016. She started this application in September 2016.
6Jennifer alleges that Chris made material misrepresentations to her during the negotiations leading up to the Agreement, which entitle her to have the property and equalization sections of the Agreement set aside pursuant to s. 56(4) of the Ontario Family Law Act, R.S.O. 1990, C. F.3 (“the FLA”). She also seeks an oppression remedy under s. 248 of the Ontario Business Corporations Act, R.S.O. 1990, C. B.16 (“the OBCA”).
7The parties agree that I am to decide whether portions of the Agreement or the entire Agreement should be set aside under s. 56(4) of the FLA or whether Jennifer was oppressed under s. 248 of the OBCA. The parties will consider the appropriate remedy following that decision.
8For the reasons that follow, I set aside the entire Agreement under s. 56(4) of the FLA. I make no finding in relation to the OBCA.
Facts
9The parties presented their evidence by way of affidavit followed by cross-examination. Other witnesses gave evidence in chief with cross-examination or by affidavit with cross-examination.
10At separation and at the point that the Agreement was entered into, GK Inc. was 58% owned by Giffin Family Holdings Inc. Ron Koerth was Chris’ partner in GK Inc. and his 38% interest in GK Inc. was also held through a similar family holding company. The other 4% interest in GK Inc. was held by Jamie Catania, an employee of GK Inc.
11Giffin Family Holdings Inc. was in turn held by the Giffin Family Trust, which held 100% of the common shares, and by Jennifer and Chris, who each held 100 or 50% of the preferred shares. The preferred shares had a fixed redemption value of $1,500,000 or $7,500 each. Jennifer, Chris, their three children and a company owned solely by Chris, Giffin Family Investments Inc., were the beneficiaries of Giffin Family Trust. The trustees of the Trust were Jennifer, Chris and an arm’s length third party.
12The value of GK Inc. was a live issue between Jennifer and Chris during their separation negotiations leading up to the Agreement. GK Inc. and their matrimonial home were the two major assets that they had to divide as part of their separation. The house was sold in November 2014.
13Initially the parties jointly retained Martin Pont of ap Valuations to value GK Inc. Jennifer then decided that she did not want a joint retainer and Mr. Pont provided his valuation to Chris on March 6, 2014. He valued the Company at $2,270,000, on an ‘en bloc’ fair market value basis. The report was provided to Jennifer.
14In response, Jennifer retained Domenic Marino of PricewaterhouseCoopers to prepare a critique of Mr. Pont’s valuation. This report was provided to Jennifer on July 9, 2014. Mr. Marino critiqued Mr. Pont’s valuation and concluded that Mr. Pont may have significantly understated the fair market value of the Company.
15One matter that Mr. Marino made note of in his critique report was the agreement by which the employee, Jamie Catania, had purchased 4% of the Company. Mr. Marino suggested that the agreement of December 31, 2012 implied a fair market value of the Company of at least $4,470,000, considering that it was for the purchase of a minority interest.
16The parties proceeded through a number of mediations with two separate mediators. No settlement was reached.
17Jennifer decided that she should obtain a valuation of the Company rather than relying on a critique report, and again retained Mr. Marino. He provided his report on March 6, 2015. He valued the Company, as at the day of separation, from a low of approximately $5,400,000 to a high of approximately $6,600,000, with a midpoint of approximately $6,000,000 on a fair market value basis. He valued the Company, as at February 2, 2015, from a low of approximately $9,750,000 to a high of approximately $11,850,000, with a midpoint of approximately $10,800,000, again on a fair market value basis.
18With trial approaching in October 2015, the parties had two settlement conferences on April 1st and June 1, 2015 and a settlement meeting on June 9, 2015. Jennifer and Chris executed the Agreement on July 6, 2015.
19As part of the Agreement Jennifer sold her 100 preference shares of Giffin Family Holdings Inc. to Chris, withdrew as a beneficiary of the Giffin Family Trust and resigned as a trustee. Her release as a beneficiary of the Trust is held in escrow pending the payment of Chris’ equalization payment to Jennifer. Under the Agreement, Chris agreed to pay Jennifer $660,000 on or before December 1, 2025.
20In her affidavit filed at trial, Jennifer stated that in arriving at the eventual settlement as contained in the Agreement she valued Chris’ interest in the Company at $2,500,000, assuming he held all of the preference shares (which had a fixed value of $1,500,000). Using this value for Chris’ interest would result in a valuation for the Company of approximately $4,300,000, substantially less than any of the valuation numbers suggested by Mr. Marino in his report of March 6, 2015.
21Unbeknownst to Jennifer, while she was in settlement discussions with Chris, he was also in discussions about buying his business partner’s 38% interest in the company.
22Chris and his business partner, Ron Koerth (“Ron”), had worked together at another engineering firm in the 1990s. In 2001 they discussed starting their own firm and in late 2001 joined together to create a predecessor to the Company. Over the years the Company grew into the largest and most diverse forensic engineering firm in Canada. According to both Ron and Chris, it is arguably the best such firm. By 2015, the Company had approximately 100 employees. Initially Ron worked more on the technical side, managing the majority of the staff, and Chris was more involved on the business side. When they started, Chris controlled 60% of the shares and Ron 40%. At the end of 2012, they each sold 2% of the Company to their employee Jamie Catania.
23By late 2014, the relationship between Ron and Chris had begun to deteriorate. Each thought that they were better suited to run the Company than the other. As a result, Ron began to start looking into possible financing options and started talking to potential investors to determine if he could obtain financing in order to buy Chris out. The shareholder agreement for the Company had a shotgun clause. Ron did not want to use the clause because he understood it could result in a messy breakup with Chris but he thought he should explore financing so that he was in a position to exercise the shotgun clause, if need be.
24Ron did not obtain any financing. Instead he received two letters of intent. One, dated May 12, 2015, was from Jensen Hughes Inc. and offered to acquire the Company for $7,500,000. The other, dated May 19, 2015, was from SCM Insurance Services Inc. (“SCM”) and offered to acquire the Company for $10,000,000. Ron thought that the SCM offer was closer to a cash offer of $7,800,000, as the offer ultimately took the debt of the Company into account.
25According to the various Company Board Minutes filed in evidence, Ron sent the two letters of intent to Chris. Chris had them both by May 21, 2015. By June 2, 2015 Chris had begun looking into how he could buy out Ron. On June 8, 2015 a Company board meeting was held and the letters of intent were discussed. Ron preferred to sell the Company to SCM. Chris was opposed to both potential sales. Ron countered that Chris should then buy his interest out for $3,500,000. He added that if Chris was not prepared to do this then he would begin to explore using the Company’s shotgun clause in order to force the issue. Ron recognized that it would be more difficult for him to raise the financing to buy out Chris’ 58% interest than it would be for Chris to raise financing to buy out his 38% interest.
26Ron arrived at the $3,500,000 figure by multiplying the net value of the SCM offer of roughly $8,000,000 by 38% (producing an estimate of $3,000,000) and adding on a severance payment of $500,000. By June 18, 2015, as discussed at another board meeting, Chris was prepared to pay Ron $3,000,000 with $2,500,000 being paid upfront and $500,000 at a later date, provided Ron did not harm the Company post departure and complied with a non-competition clause. Chris began to look into the necessary financing in order to buy out Ron. On June 25, 2015, at a further board meeting, Ron rejected this offer and indicated that he was going to look into exercising the shotgun clause with the support of SCM, although he admitted that this was a last resort and more of a bluff. In his mind he was going to get bought out if Chris could arrange financing. By the end of June it was clear to both Ron and Chris that one of them would be selling their shares and leaving the Company. They told senior management that this would likely take place over the next two to four months, between July and October.
27In early August 2015 Chris provided Ron with an offer to buy his shares for $3,000,000 with a three-year non-solicitation and non-competition agreement from Ron. This was unacceptable to Ron. Eventually Chris and Ron agreed on the sale of Ron’s shares for $3,000,000 with a two year non-solicitation and non-competition agreement from Ron along with a two-year consulting agreement between the Company and Ron which guaranteed Ron $50,000 in commissioned earnings per year. An agreement letter to this effect was signed on September 3, 2015. These agreements were eventually finalized by a share purchase agreement dated October 26, 2015. Chris required financing to pay for Ron’s shares. He arranged financing from RoyNat. Chris executed RoyNat’s $3,000,000 offer to finance on October 23, 2015.
28Ron placed little value, if any, on the non-competition and non-solicitation agreements. In his view he was selling his shares and waiving his severance for the payment of $3,000,000.
29Chris, on the other hand, was of the view that the $3,000,000 reflected not only the value of Ron’s shares in the Company but also his non-competition and non-solicitation agreement and all of the rebranding costs associated with changing the name of the Company.
30Ron testified that during August and September 2015, when it looked to Ron like an agreement would eventually be reached, he asked Chris whether it would be alright if he were to call Jennifer to tell her that he was leaving the Company and to say goodbye. Chris told Ron that he would appreciate it if he did not contact Jennifer.
31There is no dispute that Jennifer was unaware of the sale by Ron of his 38% of the Company for $3,000,000 until the spring of 2016. Jennifer’s counsel requested information on Ron’s sale in early April 2016 and continued making requests into late May 2016. Eventually she collected enough information to suggest to her that Ron had been paid more for his shares than what she had received for her equalization interest in the Company.
[32] In her affidavit, Jennifer states that: (a) Chris had represented to her that both Mr. Pont and Mr. Marino had overvalued the Company; (b) Chris had withheld relevant information and materially misrepresented the value of the business to her; (c) she had relied on his representations in reaching the settlement set out in the Agreement; (d) she would not have agreed to the Agreement had she known about Chris’ negotiations with Ron; (e) she would not have agreed to the Agreement had she known about the documents that she now had in her possession (There was no direct evidence as to which documents she was referring to when she said this); (f) Chris induced her to settle for an amount which was less than what she was entitled to; (g) the letters of intent from Jensen Hughes, Inc. and SCM were never disclosed to her during her negotiations with Chris; and (h) she would not have made a number of compromises in the Agreement had she known about the letters of intent and the negotiations with Ron.
33Chris confirmed in cross-examination that he did not advise Jennifer or her counsel of any of the events that took place from the time that he first received the two letters of intent from Ron on May 21, 2015 until he executed the RoyNat financing documentation on October 23, 2015 and closed the sale of Ron’s shares on October 26, 2015.
34Mr. Marino testified at trial. He was qualified as an expert in business valuation and his report of December 1, 2017 was filed as a lettered exhibit. Using the value of $3,000,000 for 38% of the Company sold by Ron, he testified that the most conservative value of the Company was approximately $7,900,000 and the value of Chris’ 58% interest in the company was accordingly approximately $4,600,000.
35He further testified that if an embedded minority discount of 25% was used to gross up value then the value of the Company would have been closer to $10,500,000, which was closer to his earlier valuation of the Company as at February 2, 2015. Mr. Marino testified that a minority discount could range anywhere from 10% to 50% but because his report of December 1, 2017 was an implied valuation report rather than a valuation report, it was appropriate in his view to use a midrange number of 25%. He also stated that he had only considered the minority valuation for illustrative purposes.
36Jennifer argued that had she used the value of approximately $4,600,000 in her equalization calculations that the equalization amount owed to her by Chris would have been closer to $1,300,000 – significantly more than the $660,000 that she calculated by using the value of $2,500,000 for the Company during her settlement negotiations and that was reflected in the Agreement.
[37] In his affidavit, Chris states that: (a) the sale from Ron was not relevant as it was long after the separation date; (b) Jennifer already had a valuation of the Company from Mr. Marino which placed a higher value on the Company than the implied value would have been based on the sale price from Ron; (c) the Agreement with Jennifer was basically done before the letters of intent were received by him; (d) he would have refused to settle with Jennifer using Ron’s sale price in any event, as he paid a premium to remove Ron from the Company; (e) Jennifer could not have relied upon any representations from him as she had lawyers and valuators advising her; and (f) he would not have made the settlement that he did with respect to other matters if she had insisted upon a higher value for the Company.
38Based upon the evidence before me, the value paid to Ron of $3,000,000 was for his shares alone. Paragraph 2 of the share purchase agreement of October 26, 2015 with Ron clearly states that the $3,000,000 is solely for the shares held by Ron, his wife and his family trust. As well, Ron had already agreed under the Company’s 2007 shareholders’ agreement to be bound to a non-competition clause and a non-solicitation agreement upon the sale of his shares, so there was nothing further to be paid for Ron agreeing to a non-competition or non-solicitation provision in the share sale.
Relief Sought
39In her written opening statement and in her written closing submissions, Jennifer sought a wide variety of relief such as ordering an equalization payment, ordering damages in various amounts, varying spousal and child support and making orders as to payment with respect to same, and making various restraining orders against Chris. In her actual closing arguments, I limited Jennifer’s argument to setting aside the Agreement under s. 56(4) of the FLA or a declaration that Chris oppressed Jennifer through his conduct as a shareholder and director of Giffin Family Holdings Inc. under s. 248(3) of the OBCA. Any remedy that would flow from either finding was to be left to another day.
40Jennifer seeks to set aside the Agreement pursuant to s. 56(4) of the FLA for the reasons set out at paragraph 32. At the heart of it, she says Chris failed to advise her of the letters of intent to purchase the Company and his discussions with Ron concerning the purchase of Ron’s shares.
The Law
41Setting aside a domestic contract, like the Agreement herein, is a two-step process: does one of the s. 56(4) circumstances apply and, if so, is it appropriate for the court to exercise its discretion to set aside the contract? See Virc v. Blair, 2014 ONCA 392, 119 O.R. (3d) 721, at paras. 31 and 52.
42The failure to disclose significant assets includes the making of a material misrepresentation about the true value of assets as at the date of the contract, not simply the existence of a significant asset as at the date of the contract: see Quinn v. Epstein Cole LLP (2007), 87 O.R. (3d) 184, 2007 ONSC 45714, at para. 47.
43Whether an asset is significant or whether there has been a material misrepresentation about the true value of an asset must be measured in the context of the entire relationship between the parties and should not be considered in isolation of all of the surrounding circumstances. In other words, it is not viewed in a vacuum: see Turk v. Turk, 2017 ONSC 6889, at para. 192, citing Currey v. Currey (2002), 26 R.F.L. (5th) 28, 2002 ONSC 49561, at para. 17 and Bruni v. Bruni, 2010 ONSC 6568, 104 O.R. (3d) 254, at para. 102.
44In Currey, an application by a wife to set aside a domestic contract, the court concluded that the husband’s failure to disclose a monthly $400 obligation was not significant in relation to his income of $75,000 to $100,000 per year and what he had agreed to provide to his wife in the event of their separation.
45In Bruni, the husband sought to set aside a separation agreement based upon s. 56(4) of the FLA. In the agreement made in 2006, the husband agreed not to make a claim to his wife’s pension. He was unaware of the pension’s value. He later sought to set aside the agreement arguing that she had failed to disclose a significant asset. The pension was valued in 2008 at $3,232. Its value in 2006 would have been less than that. The court found that the pension was not a significant asset.
Analysis
46The onus is on Jennifer to prove that s. 56(4) applies. I find that she has met that onus. I find that Chris’ failure to disclose the letters of intent, the offer from Ron and his subsequent offers to Ron and the fact that 38% of the Company was being purchased was a material misrepresentation, both subjectively to Jennifer and objectively.
47At the time of the negotiation between Jennifer and Chris, the only significant asset left was the Company and the question of its value. Both parties had differing views as to its value based upon valuation reports. There was a wide divergence between the values of Mr. Pont and Mr. Marino. It must be remembered that a report is only a reasoned estimate based upon the evidence available to the valuator. There was a risk for Jennifer that if the matter went to trial Mr. Pont’s evidence could have been preferred over Mr. Marino’s or that even if his evidence was preferred one of Mr. Marino’s assumptions was undermined so that his valuation was reduced. Litigation carries a risk.
48At the same time she and Chris were negotiating over the value of the Company, Chris was aware that two entities had made offers of $7,500,000 and of $7,800,000 for the Company. Moreover, as a result of these offers, he and Ron were negotiating over the buyout of Ron’s interest in the Company. There had been board meetings for the Company where the buyout of Ron’s 38% interest in the Company had been discussed within a range of $3,000,000 and $3,500,000. This is information that would have been highly relevant to Jennifer’s thought process and negotiation of other matters within the overall settlement.
49Her evidence that she would not have signed the Agreement if she had known of the two offers and of the negotiations between Chris and Ron went unchallenged. To her, this information was material. To her, it was significant. I accept her evidence on this. Chris deliberately chose not to provide her with this information because he claimed that to him it was not relevant.
50However, I find that Chris did know it was relevant. He admitted in cross-examination on more than one occasion that letters of intent, such as those received by Ron and passed on to him and to the Company, were indicators of value. When asked by Ron whether he, Ron, could tell Jennifer that he was no longer a shareholder of the Company, Chris asked him not to. I find, Chris did this because he knew what the result would be. Jennifer would feel that he had not been honest in his disclosure and during the negotiations leading up to the Agreement and might seek a remedy.
51This was not a negotiation between two entities at arm’s length. This was not a negotiation between two shareholders such as Chris and Ron who in effect jointly owned an asset and were fully versed in the operation of the Company and its value, such that one could argue that each had an obligation to come up with their respective valuation. This was a negotiation between a husband and wife in a family law context.
52There is a positive duty to make ongoing full and frank disclosure in family law. When negotiating a settlement agreement, each spouse owes a duty of utmost good faith to the other: Montreuil v. Montreuil, [1999] O.J. No. 4450, at para. 114. The duty to make full and honest disclosure of all relevant financial information is required to protect the integrity of the result of negotiations undertaken in the uniquely vulnerable circumstances of a marriage breakdown: Rick v. Brandsema, 2009 SCC 10, [2009] 1 S.C.R. 295, at para. 47.
53Chris argues that the letters of intent were not relevant. I have found that they were. He argues that Jennifer had an onus to value the Company and had her own valuator who placed a higher value on the Company in any event. Valuing a company that you had no true operational involvement in is difficult. A valuation is, at best, an opinion based upon assumptions. It is far more material to have an actual offer in hand. Chris argues that the Agreement with Jennifer was basically done before he received the letters of intent. However, Chris acknowledged in cross-examination that no agreement is finalized until it is signed. The Agreement was not executed until July 6, 2015. Up until then, it was always subject to change. Jennifer would have sought a change if she had known of the letters of intent and the offers between him and Ron. Chris argues that there was no evidence of Jennifer’s reliance on any misrepresentation. As mentioned before, her evidence that if she had known what Chris knew she would not have made the Agreement was unchallenged and is accepted by me as also being objectively reasonable. Chris argues that when the Agreement was signed on July 6, 2015 there was no finalized deal with Ron and that until the deal was concluded on October 26, 2015 it was mere speculation. While true that the deal with Ron was not done on July 6, 2015, Chris acknowledged that the two letters of intent were indicators of value. The fact that discussions had been held between Chris and Ron at the numbers discussed surely would have been something for Jennifer to consider when negotiating the settlement of the marriage breakup.
54Having found that Chris breached s. 56(4) of the FLA, the next step is to determine whether it is appropriate to exercise my discretion and to set aside the contract. Factors to consider are whether there has been concealment of assets or material misrepresentation, whether there has been duress, or unconscionable circumstances, whether the moving party neglected to pursue full legal disclosure, whether the moving party has moved expeditiously to have the contract set aside, whether the moving party received substantial benefits under the contract, whether the respondent fulfilled his or her obligations under the contract and whether the non-disclosure was a material inducement to entering into the agreement and its importance to the negotiations: see Virc, at para. 31. There is no suggestion that these factors are conjunctive and all must be met. They are simply factors to consider in determining whether to exercise my discretion.
55In my view the Agreement should be set aside. I have already found that the failure to disclose by Chris was a material misrepresentation. There can be no suggestion that Jennifer neglected to pursue full disclosure. She had a valuator. She had gone as far as she could. Chris cannot argue that she was somehow obliged to ferret out his deliberate non-disclosure and her failure to do so works against her. She has moved expeditiously to set the Agreement aside, taking approximately four months from the demand for full disclosure of the transaction and the commencement of this application. While Jennifer did receive some benefits under the Agreement, the equalization payments have not been paid and she argues that the benefits would be greater if a separation agreement had been negotiated with full knowledge of the letters of intent and the negotiations with Ron. Jennifer’s evidence is that Chris has failed to live up to his obligations under the Agreement. He has failed to pay the agreed spousal support, s. 7 expenses and child support. This was not challenged. Chris argues that he is unable to make the required payments because of his decreased income, brought about by among other things the costs associated with the financing of the buyout of Ron.
56Jennifer asks that in addition to setting aside the Agreement, that I in effect re-write it and insert new equalization numbers but leave the non-property issues such as support alone, or alternatively that I order a lump sum payment for support. Chris argues that while I should not set aside the Agreement, that if I do I cannot recalculate the equalization or grant the other orders sought. If I do set the Agreement aside, then the parties should simply revert to their old share ownerships. Presumably, the parties would then re-negotiate how to resolve their separation.
57I agree with Chris. I cannot simply plug in a new value for the Company and order a new equalization number. As Jennifer acknowledged in her own material, she made numerous compromises as to support and other property issues in order to achieve a resolution. Chris says that he did as well. Jennifer also claims that other adjustments should be made to the negotiated net family property statement, which she tried to recreate on the basis of the settlement that was reached, and that post-separation adjustments should be made. However, once the Agreement is set aside new valuations may have to be made, unless the parties can now agree on the value of the Company. Perhaps child and spousal support have to be reviewed. There were, on Jennifer’s evidence, too many moving parts during the settlement process for the court to comfortably re-write the Agreement, as she now asks.
58Having set aside the Agreement on the basis of s. 56(4) of the FLA, I see no basis to embark upon an analysis of whether Jennifer is a complainant within the meaning of s. 248(1) of the OBCA, whether she has been oppressed, and if so what her remedy should be.
59In March 2018, while this decision was under reserve, I received correspondence from both counsel suggesting that before rendering any decision I should be provided with information concerning a possible buyout of Giffin Family Holdings Inc.’s shares in the Company. I requested further information and clarification from counsel and advice as to how this would impact my decision on whether to set aside the Agreement under either s. 56(4) of the FLA or under the oppression provisions of the OBCA. I heard nothing further from counsel or the parties. On June 4, 2018, I received a letter from counsel for Jennifer advising that there had been a change in circumstances and that I should release my reasons without waiting for the details of the share purchase. Nothing has happened, to my knowledge, so I am releasing my decision.
60I do not consider myself to be seized of this matter and required to hear the argument, if any, on remedy. Not only would it be problematic for me to be seized of this matter, there would be no compelling saving of time or judicial resources for me to remain seized.
61I order the parties to arrange and attend a case conference before a judge in Toronto, in order to obtain guidance as to how best to reach a resolution either by negotiation, through the court system, or through some other means.
62The parties shall attempt to reach an agreement on costs. If unable to do so, Jennifer may file brief written submissions, not to exceed three typed double-spaced pages, together with a Bill of Costs and any necessary documents, such as offers to settle, on or before July 27, 2018. Any responding submissions from Chris, subject to the same directions are to be filed on or before August 24, 2018. There are to be no reply submissions. I understand that often the parties, file their submissions as part of the continuing record following service. The court office does not always bring the submissions to the court’s attention as they are unaware that the court is waiting for these submissions. Accordingly, I direct the parties to not only file their respective costs submissions as part of the continuing record, but also to provide a copy directly to Judges’ Administration, Room 170, 361 University Avenue, to my attention.
HOOD J. Released: June 29, 2018