COURT FILE NO.: CV-12-55602

DATE: 20210625

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

SERGE BROUSSEAU

Plaintiff

– et –

LA CITÉ COLLÉGIALE et LE RÉGIME DES COLLÈGES D’ARTS APPLIQUÉS ET DE TECHNOLOGIES

Defendants

Sean McGee et Anna Lichty, counsel for the Plaintiff

André Champagne et Sophie Gagnier, counsel for the Defendant La Cité Collégiale

HEARD: February 16 – 26, 2021 and March 23, 2021

REASONS FOR DECISION

R. Smith J.

[1] The Plaintiff, Serge Brousseau, seeks damages of $1,810,521.00 from La Cité Collégiale (“La Cité”) as of March 3, 2021 for breaching a verbal agreement between him and its former president to pay for all costs to transfer his pensions with previous employers. In addition, he also seeks damages for a Cité employee’s negligent misrepresentation of the amount of his monthly pension in retirement.

[2] Mr. Brousseau submits that La Cité failed to honour the verbal agreement of its president, Andrée Lortie, made with him in 2004, namely that La Cité would pay and do everything necessary to ensure the transfer of his pension plans with previous employers to La Cité’s pension plan without any restrictions, financial or other penalty to him. In addition, he alleges that she also agreed that in the event a transfer of his previous pension plans to La Cité’s Supplementary Pension Plan was not possible, then she agreed to establish a fund sufficient to pay him the equivalent amount in retirement, as if all of his years of pensionable service with previous employers had been transferred to La Cité’s Supplementary Pension Plan. In return, Mr. Brousseau submits that he agreed to continue working for La Cité and would not seek employment elsewhere.

[3] Mr. Brousseau also alleges that La Cité’s employee, Diane Legendre, negligently misrepresented the amount of his estimated monthly pension income in retirement, that he relied on her erroneous misrepresentations to decide to retire in 2012, and that he suffered a loss as a result, namely the difference over his lifetime between his actual monthly pension entitlement and the amount she estimated and represented to him.

[4] La Cité submits that its former president promised to pay for the cost to transfer Mr. Brousseau’s years of service with his previous employers to its Base Pension Plan, which permitted such transfers. However, it submits that she did not promise to transfer his years of pensionable service with previous employers to the Supplementary Pension Plan because the terms of the Supplementary Pension Plan prohibited any such transfer.

[5] La Cité submits that Mr. Brousseau has failed to meet his burden of proof to establish that its president, Andrée Lortie, ever promised to pay the cost to transfer his years of pensionable service with previous employers to its Supplementary Pension Plan, because such a transfer was prohibited by the terms of the Supplementary Pension Plan and Mr. Brousseau was aware of this restriction. La Cité also submits that the evidence establishes that its President only agreed to pay the costs to transfer Mr. Brousseau’s years of pensionable service with previous employers to its Base Pension Plan. La Cité further submits that it fulfilled its promise when the parties signed an agreement on April 13, 2010 pursuant to which La Cité paid him $170,000.00 to fulfill its 2004 agreement.

[6] With regards to Mr. Brousseau’s claim for damages based on negligent misrepresentation, La Cité submits that Mr. Brousseau did not rely on Ms. Legendre’s erroneous calculations of his estimated retirement pension income because he had already decided to retire on April 30, 2012 when he signed the April 13, 2010 agreement to continue working at La Cité until April 30, 2012. La Cité further submits that it was not reasonable for him, as the Vice President of Human Resources with an MBA and many years of experience, to rely on his subordinate’s estimate of his post retirement pension income in the circumstances, that Ms. Legendre’s estimate contained a waiver of any responsibility or liability of its accuracy, that it was unlikely that Ms. Legendre provided Mr. Brousseau with his estimated monthly pension income on a “post-it” note, and that Mr. Brousseau was very knowledgeable and capable of calculating his retirement pension income by either using CAAT’s online tool or by calling CAAT to determine the amount of his retirement pension income.

[7] The following issues must be decided:

a) In 2004, did La Cité’s president verbally agree to pay all the costs to transfer Mr. Brousseau’s years of service with his previous employers to La Cité’s Supplementary Pension Plan?

b) Did La Cité fulfill its obligation to Mr. Brousseau under the 2004 agreement when it paid him $170,000 in 2010?

c) Did Diane Legendre negligently misrepresent the amount of pension income Mr. Brousseau would receive after his retirement?

d) What damages should be awarded if liability is established?

Issue #1

In 2004, did La Cité’s President verbally agree to pay all the costs to transfer Mr. Brousseau’s years of service with previous employers to La Cité’s Supplementary Pension Plan?

Applicable Law

[8] G.H.L. Fridman, in his text The Law of Contract in Canada, Toronto, Carswell at paras. 13-16, described the essence of a contract as follows:

Agreement is at the basis of any legally enforceable contract. There must be a consensus ad idem. Without a meeting of the minds of the parties there can be no contract.

It is not what an individual party believed or understood was the meaning of what the other party said or did that is the criterion of agreement; it is whether a reasonable man in the situation of that party would have believed and understood that the other party was consenting to the identical terms.

[9] Fridman referred to the following excerpt from the decision of Fraser C.J.A in Ron Ghitter Property Consultants Ltd. V. Beaver Lumber Co., 2003 ABCA 221 at para. 9:

The parties will be found to have reached a meeting of the minds, in other words be ad idem, where it is clear to the objective reasonable bystander, in light of all the material facts, that the parties intended to contract and the essential terms of that contract can be determined with a reasonable degree of certainty.

[10] In Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 at para. 55 the Supreme Court stated that in order to interpret the contract, the Court must ascertain the objective intentions of the parties.

[11] In Sattva the Supreme Court also held that a Court can consider the “surrounding circumstances” or “factual matrix” when interpreting a contract. The Court may consider the conduct of the parties and the objective evidence of the background facts at the time of the execution of the contract. The surrounding circumstances may be used as an interpretive aid for determining the meaning of the written contract.

[12] In Faryna v. Chorny, 1951 252 (BC CA), [1952] 2 D.L.R. 354 (B.C.C.A) at para. 10 the British Columbia Court of Appeal set out the test to determine the credibility and reliability of a witness’s evidence as follows:

The test must reasonably subject his story to an examination of its consistency with the probabilities that surround the currently existing conditions. In short the real test of the truth of the story of the witness in such a case must be its harmony with the preponderance of the probabilities which a practical and informed person would readily recognize as reasonable in that place and in those conditions.” [Emphasis added]

Factual Background and Findings

[13] On August 26, 2002, Mr. Brousseau was hired as La Cité’s director of Human Resources. Mr. Brousseau had previously worked for 15 years at the Bank of Canada and then for 7 years as the Director of Human Resources for the City of Hull (which subsequently became the City of Gatineau).

[14] Mr. Brousseau finished the coursework to obtain a Master’s degree in French literature before commencing his employment with the Bank of Canada. He also obtained a Master’s in Business Administration (MBA) in 1992.

[15] La Cité’s job description for the position of the Director of Human Resources required Mr. Brousseau to have experience in Human Resources and to be able to administer the remuneration and employee benefits (which included pension benefits) in accordance with the policies, procedures and collective agreements in place at La Cité.

[16] Mr. Brousseau had taken some steps to transfer his pension benefits with the Bank of Canada to the City of Gatineau, however the transfer had not been completed when he was hired by La Cité.

[17] In 1996, Ms. Legendre completed high school and was hired by La Cité as a clerk in the Human Resources department. She was subsequently promoted to deal with employee pensions at La Cité. She reported to Denise Couvillon who was primarily responsible for the payroll at La Cité. Ms. Couvillon reported to Mr. Brousseau as the Director of Human Resources. Ms. Legendre was never sent on any training seminars concerning CAAT’s Base Pension Plan or concerning CAAT’s Supplementary Pension Plan while she was employed at La Cité.

Knowledge of the Restrictions in the Supplementary Plan

[18] All of La Cité’s employees are required to contribute to its pension plan called Le Régime de Retraite des Collèges d’Arts Appliqués et de Technologie (herein after referred to as “CAAT”). CAAT administrates the pension funds for all of the employees of 24 Community Colleges in Ontario. CAAT administers two pension plans for the colleges, the Base Pension Plan for the majority of College employees and a Supplementary Pension Plan for high earning senior management employees. CAAT’s Supplementary Pension Plan (referred to as the “CR” or “RCA”) has different terms from the Base Pension Plan. The Base Pension plan was referred to as the “Régime des CAAT” on the annual pension statements.

[19] Mr. Brousseau wished to transfer his prior years of service with both the Bank of Canada and the City of Gatineau pension plans to CAAT. On September 20, 2002, shortly after he was hired, Mr. Brousseau asked Diane Legendre to obtain information on the possibility of transferring his pension plans with his two previous employers to CAAT.

[20] On October 4, 2002 Ms. Legendre sent an e-mail to Ms. Pitaro, a pension consultant at CAAT, asking if it was possible for Mr. Brousseau to proceed with two pension transfers, one from the Bank of Canada and a second transfer from the City of Gatineau.

[21] Ms. Legendre testified that she acted as a conduit for Mr. Brousseau’s questions about his pension transfers and other inquiries about his pension. When asked a question, she would contact a consultant at CAAT and provide Mr. Brousseau with the information she received. While Ms. Legendre was not Mr. Brousseau’s executive assistant, she followed his instructions to request information from CAAT about the questions he raised surrounding his pension. She testified that she viewed him as her “boss” and acted promptly on his requests. I accept her evidence in this regard.

[22] I also accept all of Ms. Legendre’s evidence given in this trial, as I found her evidence to be both reliable and truthful. She did not have any interest in this proceeding as she no longer works at La Cité. She admitted that she was unaware that the CAAT Supplementary Pension Plan was a different plan from CAAT’s Basic Pension Plan. She admitted that she erroneously believed they were part of the same pension plan.

[23] On April 9, 2003 Ms. Mousseau from CAAT, sent Ms. Couvillon a French version of CAAT’s Supplementary Pension Plan. Mr. Brousseau testified that he did not order a copy of a French version of the Supplementary Pension Plan text and testified that he did not recall ever seeing it. He speculated that possibly La Cité’s president Andrée Lortie ordered it, because he remembered she had congratulated his team on their excellent work in obtaining the French version. I do not accept Mr. Brousseau’s evidence on this point for the following reasons:

a) His evidence was contradicted by the e-mail sent to him by Denise Couvillon on April 9, 2003 with a copy sent to Ms. Legendre. The subject of this e-mail stated “version française de la Convention de Retraite (RCA)”. CAAT’s Supplementary Pension Plan was referred to by the initials “RCA” or “CR”. The e-mail stated as follows: “Serge: as requested, here is the electronic version of the document” (Serge: tel que demandé, voici la version électronique du document”);

b) The next day on April 10, 2003 Ms. Legendre responded that the paper copy had already been distributed on the 28^th day of March 2003. At 9:56 on April 10, 2003, Mr. Brousseau replied: “Ok, no need to distribute the electronic copy” (Ok, pas besoin de distribuer la copie électronique”);

c) The e-mail sent to Mr. Brousseau on April 9, 2003 was admitted as evidence for the truth of its contents pursuant to the Agreement concerning evidence filed as Exhibit #2. Paragraph 3 of the Agreement regarding the evidence in the Joint Book of Documents stated that all correspondence was admitted to have been prepared, sent and received on or about the date mentioned in the document unless otherwise shown by evidence at trial. This applies to the April 9, 2003 e-mail sending the French version of the plan text of CAAT’s Supplementary Pension Plan to Mr. Brousseau;

d) I do not accept Mr. Brousseau’s evidence that he did not receive this e-mail. The April 9, 2003 e-mail is very significant because Article 5 of the text of the Supplementary Pension Plan stated that pension service with previous employers could not be transferred to CAAT’s Supplementary Pension Plan;

e) Ms. Couvillon’s e-mail to Mr. Brousseau stated, “as requested”, which implies that Mr. Brousseau was the person who had requested a copy of the French text of the RCA or CR pension plan. I find it is more likely than not that Mr. Brousseau requested a copy of the French version of the Supplementary Pension Plan text because he was keenly interested in transferring his years of service with his previous employers pension plans and he was actively trying to arrange their transfer to the CAAT pension plan at that time;

f) I find that Mr. Brousseau became aware of the prohibition against transferring pensions from previous employers to CAAT’s Supplementary Pension Plan because I infer he would have read and understood Article 5.01 of the text of the RCA or CR Supplementary Pension Plan. Article 5.01 deals with Pensionable Service and excludes periods of service transferred to the pension plan after December 31, 1993 pursuant to a reciprocal agreement (Article 5.01(e)) which would apply to Mr. Brousseau’s pension at the City of Gatineau, and Article 5.01(c) and (d), excluded the transfer of his years of pensionable service at the Bank of Canada;

g) Mr. Brousseau has an MBA and was the Director of Human Resources at La Cité with prior experience at the City of Hull and as such I find that with his education and work experience background that he would have understood the plain meaning of the prohibition against transferring years of pensionable service with former employers to CAAT’s Supplementary Pension Plan. This restriction was not contained in the text of CAAT’s Base Pension Plan;

h) In addition, Mr. Brousseau received an annual pension benefit statement each year, starting with the period ending on December 31, 2004. This annual pension statement showed his contributions to CAAT’s Base Pension Plan and also to the CR, which isCAAT’s Supplementary Pension Plan. This statement showed that his contribution to the CR as of December 31, 2004 was $3,508.70 and indicated a total of 2.4 years of admissible service had been credited to his CR. In contrast, the statement indicated that 17.583 years of service had been credited to the Régime du CAAT (CAAT’s Base Pension Plan), which included his years of service with La Cité and his eligible years of pensionable service with previous employers (even though not yet transferred); and

i) Significantly, the back page of Mr. Brousseau’s pension benefits statement stated that the years of service used to calculate the amount of his pension benefits under the CR (Supplementary Pension Plan) excluded the years of service while he was employed by a previous employer. This pension benefits statement was received shortly after his 2004 meeting with Andrée Lortie, but it confirms the restriction contained in the CR plan text, which prevented the transfer of pension benefits acquired from previous employers, to the CR Plan. The annual pension benefit statements, containing the notice of the restriction on transferring previous pension benefits to the CR, were received and seen by Mr. Brousseau each year.

The 2004 Verbal Agreement

[24] Mr. Brousseau met with La Cité’s president, Andrée Lortie, sometime in July of 2004 when the verbal agreement was reached. La Cité agrees that at this meeting Ms. Lortie agreed to promote Mr. Brousseau to the Vice President level in charge of Human Resources, that La Cité would pay for an actuary to assist him to try to convince CAAT to enter into a reciprocal agreement with the City of Gatineau to facilitate the transfer of employees’ pension benefits, and finally she agreed to pay for the costs to repurchase his years of pensionable service with the Bank of Canada and the City of Gatineau to transfer them to CAAT’s Base Pension Plan. La Cité has complied with all of these terms.

[25] Mr. Brousseau testified that at their meeting in 2004, Ms. Lortie also agreed to pay for the costs to transfer his years of pensionable service with previous employers to CAAT’s Supplementary Pension Plan, and that if a transfer of his pension benefits with previous employers could not be transferred to CAAT’s Supplementary Pension Plan, then La Cité would set up a fund for him in a sufficient amount to ensure he received the same retirement pension as if his years of service with previous employers had been transferred to CAAT’s Supplementary Pension Plan.

[26] La Cité denies that its president, Ms. Lortie, ever agreed to transfer Mr. Brousseau’s years of service with his previous employers to CAAT’s Supplementary Pension Plan as this was prohibited by the terms of the Supplementary Pension Plan. La Cité also denies that Ms. Lortie ever agreed to set up a fund in an unspecified amount, which would have been approximately $1.8 million dollars, to compensate Mr. Brousseau, if his years of service with previous employers could not be transferred to CAAT’s Supplementary Pension Plan.

[27] I find that Mr. Brousseau has not met his burden of proof to establish on a balance of probabilities that Ms. Lortie ever agreed to pay the costs to transfer his years of pensionable service with previous employers to CAAT’s Supplementary Pension Plan, or that she agreed that if such a transfer was not possible, to set up a fund of an unspecified amount to ensure that he received the same monthly retirement pension as if the transfer of his years of pensionable service with previous employers had been transferred to CAAT’s Supplementary Pension Plan for the following reasons:

a) Mr. Brousseau knew that the terms of the CR (CAAT’s Supplementary Pension Plan) prohibited the transfer of years of service earned with any previous employers and so it is unlikely that he would have asked Ms. Lortie to include such a transfer as part of their 2004 agreement;

b) Mr. Brousseau would not have had a reasonable expectation or have intended that his pensions with previous employers would be transferred to CAAT’s Supplementary Pension Plan because he had already received a copy of the French version of the plan text prohibiting such a transfer;

c) I find that Mr. Brousseau’s evidence on this issue was not credible for the following reasons;

i. His testimony that he never received a copy of the RCA plan text in French was contradicted by the April 9, 2003 e-mail from Ms. Couvillon, which confirmed that he had been sent a copy of the French terms of CAAT’s Supplementary Pension Plan;

ii. He testified that he was unaware what the term “RCA” on his pay stub referred to, but this is contradicted by the e-mail dated September 22, 2003 where he wrote an e-mail to Denis Cossette, VP of finance for La Cité, setting out the costs to La Cité and the employees if there was an increase of 1.5% to their pensions. He calculated the cost to La Cité for both the Basic Pension regime and the “RCA” which is the Supplementary pension regime. He distinguished between the two pension plans and provided the additional cost estimate for La Cité and for the employees. His evidence that he didn’t know that RCA referred to the Supplementary Pension Plan is unbelievable as his e-mail shows that he clearly understood what RCA referred to;

iii. In addition, on every pay stub received by Mr. Brousseau over almost 10 years, the largest deduction other than income tax, was his contribution to the RCA. I find it unbelievable that Mr. Brousseau with an MBA, being very focused on his pension benefits, and having the expertise of a Director/Vice President of Human Resources would not be aware what the very large regular deduction for the RCA on his pay stub twice a month referred to;

iv. He testified that he wasn’t aware of any restriction on transferring his pension benefits with previous employers to the CR (the Supplementary Pension Plan), when it is highly likely that he would have read this restriction on the back of each annual pension benefits statements. In cross-examination he acknowledged that he had read and understood the restriction on the back of his annual pension statement benefits but testified he was verbally told by CAAT senior executives at their meeting in Toronto that this restriction did not apply to him;

v. If CAAT’s senior executives had verbally guaranteed to Mr. Brousseau at their meeting in Toronto that he would be exempted from the restriction on transferring years of service with previous employers to the Supplementary Pension Plan, then he would have confirmed the verbal agreement by way of e-mail or letter to create a written record. His failure to put this alleged promise in writing or even to mention it to anyone else at La Cité concerning such an important matter, makes his evidence unbelievable.

d) I also find that it is highly unlikely that the President of a Community College would verbally promise to set up a special fund of an unspecified amount, which turns out to be in the order of $1.8 million dollars, to supplement Mr. Brousseau’s retirement pension income without first determining the actual cost involved for La Cité and obtaining approval from her Executive Committee and Board of Directors;

e) I also find it is highly unlikely that the Board of Directors would ever approve of a special arrangement with such a high cost for any individual employee;

f) Mr. Brousseau’s evidence on this point is not in harmony with the preponderance of probabilities which a practical and informed person would readily recognize as reasonable in that place and in those conditions, especially when he knew that a transfer of his previous pension benefits to the Supplementary Pension Plan was not possible;

g) If Ms. Lortie had promised to transfer his prior years of pensionable service to the Supplementary Pension Plan or pay him the amount to ensure he received the same retirement pension income as if his prior pensions had been transferred to the Supplementary Pension Plan, then I find that Mr. Brousseau would have confirmed these terms of such an important promise in writing, even if Ms. Lortie would not sign a written agreement;

The April 13, 2010 Agreement

a) Mr. Brousseau chose Mr. Bourget as an actuary to give him advice and to assist him to arrange a reciprocal agreement between CAAT and the City of Gatineau to allow employees to transfer previous years of pensionable service between them. However, Mr. Brousseau never told Mr. Bourget that he wanted to transfer his pensions with previous employers to CAAT’s Supplementary Pension Plan nor did he provide Mr. Bourget with the details of the Supplementary Pension Plan;

b) Mr. Brousseau agreed in cross-examination that he had seen and read the back page of the annual pension statement in 2004 or 2005 which contained the restriction on transferring years of service with previous employer to the CAAT’s Supplementary Pension Plan. He testified that the transfer restriction wouldn’t apply to him because when he went to Toronto the senior executives of CAAT) told him that he would benefit from a special agreement exempting him from the restriction. They guaranteed and assured him that his pension plans with previous employers would be transferred to CAAT’s Supplementary Pension Plan. Mr. Brousseau’s evidence in this regard is not believable for the following reasons:

i. Mr. Bourget, the actuary, testified that the senior executives of CAAT reacted favourably to their proposal to set up a reciprocal agreement with the City of Gatineau. However, they did not reach a final agreement when they were in Toronto because the CAAT executives had to obtain the approval from their Board of Trustees;

ii. Mr. Bourget testified that there was never a question about Mr. Brousseau’s pension benefits during the meeting in Toronto;

iii. I accept Mr. Bourget’s evidence on both of the above points as he was very credible when cross-examined and he had no personal interest in the outcome of this litigation; and

iv. Mr. Brousseau’s evidence was also contradicted by the evidence of Mr. Howard, a senior CAAT executive who was present at the meetings with Mr. Brousseau and Mr. Bourget in Toronto. Mr. Howard testified that they only discussed the possible reciprocal transfer of pension funds uniquely to CAAT’s Base Pension Plan.

v. Mr. Brousseau and Mr. Bourget were successful in negotiating a reciprocal agreement between the City of Gatineau and CAAT to allow employees to transfer their pension benefits to CAAT’s Base Pension Plan at a lower cost, but they did not reach an agreement with the Bank of Canada. Mr. Brousseau never mentioned CAAT’s Supplementary Pension Plan to the actuary, and this makes sense because he was aware that the terms of CAAT’s Supplementary Pension Plan prohibited the transfer to it of pension benefits from previous employers.

Former President Ms. Lortie

[28] Ms. Lortie was served with a subpoena to testify at this trial, but she produced a medical note from her physician stating that her health problems prevented her from testifying. As a result, she did not testify at trial. Ms. Lortie retired from La Cité at the end of December of 2010. In 2013 Mr. Brousseau met with her at a Starbucks and presented her with a written summary of his version of their 2004 agreement, that he had drafted. Ms. Lortie refused to sign the document presented to her by Mr. Brousseau. Mr. Brousseau testified that her reactions upon receiving the document indicated that she was in agreement with its contents, even though she refused to sign.

[29] In 2016, Mr. Brousseau also sent Ms. Lortie a written summary, drafted by him, of his version of the terms of the 2004 agreement, and again she refused to sign this document.

[30] The reactions of Ms. Lortie, when presented with Mr. Brousseau’s written summary of his version of the terms of their 2004 agreement, are hearsay evidence, if they are tendered to prove their truth. When Mr. Brousseau presented the written document to her in 2013, she had been retired from La Cité for 3 years and for 6 years by 2016. The document presented to her concerned a verbal discussion between her and Mr. Brousseau that occurred in 2004, 9-12 years previously. Ms. Lortie was no longer a representative of La Cité at either of these occasions and did not have any authority to admit anything on behalf of La Cité at that time. As a result, her reactions are hearsay evidence.

[31] The document presented to Ms. Lortie in 2013 was self serving and written by Mr. Brousseau after he had commenced this action and after he had received the benefit of legal advice.

[32] In the decision of R. v. Khelawon, [2006] 2 S.C.R. 787, 2006 SCC 57, the Supreme Court held that hearsay evidence could be received for the truth of its contents if it met the tests of necessity and reliability. The test of necessity is met because Ms. Lortie was unable to testify in court due to ill health. However, I do not find that there are sufficient indicia of reliability of her reactions for the following reasons;

a) Ms. Lortie refused to sign to confirm Mr. Brousseau’s version of the agreement;

b) There was no possibility to test her evidence by cross-examination;

c) Her reactions or verbal statements to Mr. Brousseau were not made under oath or independently and accurately recorded;

d) Mr. Brousseau’s evidence on several issues mentioned previously was not credible; and

e) The document presented to her concerned a verbal agreement that occurred 9 years previously.

Deposition of Issue #1

[33] For the above reasons, I find that Mr. Brousseau’s evidence concerning the terms of the 2004 agreement with Ms. Lortie was not credible because it was not in harmony with the preponderance of probabilities which a practical and informed person would readily recognize as reasonable in that place and in those conditions. For the same reasons, I find that Mr. Brousseau has failed to meet his burden of proof on a balance of probabilities to establish that the verbal agreement with Andrée Lortie in 2004 included a term that La Cité would pay whatever it cost to transfer his years of pensionable service with previous employers to CAAT’s Supplementary Pension Plan, whose terms prohibited such a transfer. In addition, Mr. Brousseau also failed to meet his burden of proof on the balance of probabilities to establish that Andrée Lortie agreed on behalf of La Cité, that if a transfer of his pension benefits with previous employers to CAAT’s Supplementary Pension Plan was not possible, then La Cité would establish a fund of an unspecified amount that was sufficiently large to pay Mr. Brousseau the same retirement pension income as if his years of pension service with previous employers had been transferred to CAAT’s Supplementary Pension Plan.

Issue #2

Did La Cité fulfill its obligation to Mr. Brousseau under the 2004 agreement when it paid him $170,000 in 2010?

[34] I have found in Issue #1 that Mr. Brousseau failed to prove that the verbal agreement between Ms. Lortie and himself in 2004 included a term to pay for the cost to transfer his years of pensionable service with previous employers to CAAT’s Supplementary Pension Plan. I also found that Mr. Brousseau failed to prove that if the transfer of his years of service with previous employers to La Cité’s Supplementary Pension Plan was not possible, that Ms. Lortie agreed that La Cité would set up a special fund for him to ensure that he received the same pension income in retirement as if his pensions with previous employers had been transferred to the Supplementary Pension Plan. These findings largely decide Issue #2.

[35] In the April 13, 2010 written agreement, La Cité agreed to pay Mr. Brousseau the sum of $170,000 to fulfill its 2004 verbal agreement, $120,000 to repurchase years of pensionable service with previous employers and $50,000 to pay for the income tax on the $120,000. I am satisfied that the parties objectively intended that the April 13, 2010 agreement fulfilled Ms. Lortie’s verbal commitment in 2004 for the following reasons:

i. The preamble to the agreement specifically referenced the 2004 agreement and stated that La Cité wanted to fulfill its 2004 agreement (“s’acquitter de son engagement exprimer en 2004 d’accepter de lui verser”) with regards to the repurchase of Mr. Brousseau’s pension with previous employers;

ii. Mr. Brousseau did not mention either verbally or in writing that the payment of $170,000.00 did not fulfill La Cité’s 2004 agreement;

iii. Mr. Brousseau did not reserve the right to pursue a claim for additional money to fulfill any additional term of the 2004 agreement; and

iv. At that date it was not possible to transfer Mr. Brousseau’s years of pensionable service with previous employers to CAAT’s Supplementary Pension Plan and Mr. Brousseau was aware of this restriction.

Disposition of Issue #2

[36] For these reasons I find that La Cité has fulfilled its 2004 agreement with Mr. Brousseau by promoting him to the Vice President level, by paying for the costs of an actuary to assist him to convince CAAT to enter into a reciprocal agreement with the City of Gatineau to permit the transfer of pensions between their Base Pension Plans, and by paying Mr. Brousseau $170,000.00 in April of 2010 to pay for the costs to purchase his years of pensionable service with the Bank of Canada and the City of Gatineau, which cost approximately $120,000.00 plus the $50,000.00 for the estimated income tax Mr. Brousseau was required to pay.

Issue #3

Did Diane Legendre negligently misrepresent the amount of pension income Mr. Brousseau would receive after his retirement?

[37] In The Queen v. Cognos Inc, 1993 146 (SCC), [1993] 1 SCR 87, the Supreme Court set out the elements to establish the tort of negligent misrepresentation as follows:

a) There must be a duty of care based on a “special relationship” between the representor and the representee;

b) The representation must be untrue, inaccurate or misleading;

c) The representor must have acted negligently in making the representation;

d) The representee must have relied, in a reasonable manner, on the negligent misrepresentation; and

e) The reliance must have been detrimental to the representee in the sense that damages resulted.

a) Did La Cité owe Mr. Brousseau a Duty of Care?

[38] In the decision of Hercules Management Ltd. V. Ernst & Young, 1997 345 (SCC), [1997] 2 SCR 165 at para. 19 the Supreme Court stated that a two-part test should be applied to determine if a duty of care existed. Firstly, one has to ask whether there is a sufficient proximity of neighbourhood such that, in the reasonable contemplation of the former, carelessness on his part may be likely to cause damage to the latter. Secondly, it is necessary to consider whether there are any considerations which ought to negative, or to reduce the scope of the duty of care or reduce the damages to which a breach of it may give rise.

[39] In Ault v. Canada supra at para. 610 the court stated: “the defendant acknowledges that an employer has a duty to advise employees of their options regarding their pension entitlements under that employer’s pension plan, including options available to them upon termination of employment.” In this case La Cité was Mr. Brousseau’s employer and I am satisfied that it owed a duty of care to Mr. Brousseau. b) Was the Representation Untrue or Inaccurate?

[40] La Cité admitted that on July 18, 2011 Ms. Legendre made an error when calculating the estimated amount of Mr. Brousseau’s monthly pension income if he retired on April 30, 2012. She estimated his monthly retirement pension income at $13,728.00/month instead of $9,714.00/month. Ms. Legendre had created an Excel program to estimate the monthly retirement pension income, but her Excel program did not distinguish between the CAAT Base Pension Plan and CAAT’s Supplementary Pension Plan. If she had used the available pension calculation tool on CAAT’s website, she would not have produced an erroneous estimate.

[41] I am satisfied that Ms. Legendre gave Mr. Brousseau an inaccurate estimate of his monthly retirement pension income in July of 2011. However, I am not satisfied on a balance of probabilities that Ms. Legendre gave Mr. Brousseau another erroneous estimate of his retirement pension income on a “post-it” note. I accept Ms. Legendre’s evidence that this was not how she worked. This was not consistent with her standard practice over the previous 10 years where, when a request was made to her concerning an employee’s pension, she always answered inquiries by e-mail. I am also not satisfied that Mr. Brousseau provided Ms. Legendre with sufficient details of the conflicting information he noticed between the estimate of his monthly retirement pension income stated in the annual pension statement he had received and Ms. Legendre’s estimate. Mr. Brousseau spoke to her in her office, some time in September of 2010, after he had received his 2009 annual pension statement, and asked her whether it was possible that the years of pension service with previous employers that he had repurchased did not include those for the Supplementary Pension Plan. He did not show Ms. Legendre the document or provide her with a copy of his 2009 annual pension statement. This was such an important question that he should have given her a copy of his 2009 annual pension statement and put his question to her in writing or confirmed her alleged verbal response in writing. I have found that Mr. Brousseau was aware that the terms of CAAT’s Supplementary Pension Plan prohibited the transfer of pensions from previous employers as he had received a copy of the plan text.

c) Did Diane Legendre act negligently when she provided Mr. Brousseau with an inaccurate estimate of his estimated retirement pension income?

[42] Ms. Legendre was unaware that the CAAT Base Pension Plan and the CAAT Supplementary Pension Plan did not have the same terms. This situation resulted from a failure of her employer to provide her with adequate training and with this information. Notwithstanding that she made an innocent mistake, her employer is vicariously liable.

[43] I am satisfied that Ms. Legendre breached her duty of care when she provided an erroneous estimate to Mr. Brousseau of his retirement pension income. She was not aware that the two CAAT pension plans had different terms and by using an Excel program that didn’t distinguish between the two plans, her conduct amounts to negligence for which her employer is responsible.

d) Did Mr. Brousseau rely, in a reasonable manner, on Ms. Legendre’s negligent misrepresentation of the estimated amount of his retirement pension income?

[44] I find that it was not reasonable for Mr. Brousseau to rely on the estimate of his retirement pension income prepared by Ms. Legendre for the following reasons:

a) Mr. Brousseau had been the V.P. of Human Resources at La Cité for several years, had previous experience in Human Resources at the City of Hull (Gatineau) and had obtained a Master’s in Business Administration. He was more knowledgeable than Ms. Legendre about pension issues, including the terms of La Cité’s Supplementary Pension Plan and the repurchase of years of pensionable service from previous employers;

b) Mr. Brousseau was aware from receiving a copy of the Supplementary Pension Plan text in French in 2003 that it prohibited the transfer of prior years of service with previous employers to CAAT’s Supplementary Pension Plan;

c) Mr. Brousseau received annual pension statements stating the number of years of service credited to the Supplementary Pension Plan or the CR. Mr. Brousseau would have known that the number of years credited to his Supplementary Pension Plan were different and much less than the number of years of service credited to CAAT’s Base Pension Plan. For example, his 2004 Annual Pension statement indicated that 2.416 years of service were credited to the CR pension plan (the Supplementary Pension Plan) and 17.583 years were credited to the CAAT Base Pension Plan. It would have been obvious to a person of Mr. Brousseau’s intelligence and knowledge of pensions, that the two CAAT pension plans were different from each other and that his years of service with previous employers were not recognized in the CAAT’s Supplementary Pension Plan as he had been working at La Cité for 2.416 years as of December 31, 2004;

d) Mr. Brousseau’s 2009 annual pension statement indicated that he had accumulated an annual pension entitlement as of December 31, 2009 of $50,295.34 per year, which is much less than the figure of $13,728.00/month, given to him by Ms. Legendre. If Mr. Brousseau was acting reasonably, with this large a discrepancy, he should have asked Ms. Legendre to check with CAAT to determine which estimate was accurate and to obtain an explanation for the difference. Also, Mr. Brousseau could have and should have called CAAT and was able to speak directly to the CEO of CAAT, with whom he was on a first name basis, to answer these very questions directly. Mr. Brousseau did not take any steps to clarify or explain the different pension amounts because he already knew that the Supplementary Pension Plan did not allow for the transfer of years of service from previous employers;

e) Mr. Brousseau was aware that Ms. Legendre had acted as a conduit between him and CAAT to answer questions about his pension transfers for 10 years. He knew that she had attained a limited educational level, namely a high school diploma, and was aware that she always forwarded his questions to a CAAT pension advisor in Toronto and then relayed the information to him. Ms. Legendre was knowledgeable about the terms of the CAAT Base Pension Plan and was able to use the CAAT web tool to calculate accurate estimates of employee’s retirement pension income other than for the Supplementary Pension Plan. She was also familiar with the forms to be completed to register with CAAT when someone was hired or fired. I find that Mr. Brousseau was aware that Ms. Legendre was not an expert in CAAT pensions, and in particular she was not knowledgeable, and he was about the terms of CAAT’s Supplementary Pension Plan;

f) In any event, I find that Mr. Brousseau had planned to retire before being given the inaccurate estimate of his retirement pension income by Ms. Legendre in July of 2011 for the following reasons:

i. Mr. Brousseau was contemplating retiring when he asked Ms. Legendre in 2009 to prepare a calculation of his retirement income effective August 31, 2010;

ii. He made a proposal to Ms. Bourgeois, La Cité’s President, on October 21, 2010 wherein he proposed to retire on January 31, 2011 and work as a consultant for 100 days per year for a period of 3 years for $250,000.00/year;

iii. On October 29,2010 he made another similar proposal to Ms. Bourgeois to retire on January 31, 2011 and receive a severance of $367,221.00 for 18 months salary;

iv. In the agreement dated December 1, 2010 between Mr. Brousseau and La Cité, Mr. Brousseau agreed to work to an effective date of April 30, 2012 in return for receiving $170,000.00 to buy back his years of service with the Bank of Canada and the City of Hull and he never shared the terms of this agreement with Ms. Legendre;

v. Mr. Brousseau was knowledgeable about transferring his years of pensionable service with previous employers because he had taken steps to transfer his pension from the Bank of Canada to the City of Hull before he was hired by La Cité.

g) Ms. Legendre described Mr. Brousseau as her “boss” and while she didn’t report directly to him, she followed his directions promptly. Mr. Brousseau did not rely on Ms. Legendre to convince CAAT to enter a reciprocal pension transfer agreement with the city of Gatineau. Mr. Brousseau sought the assistance of an actuary, Mr. Bourget, for this purpose. Also, Mr. Brousseau did not ask Ms. Legendre to travel with them to Toronto to meet the senior executives of CAAT because Mr. Brousseau did not rely on Ms. Legendre’s expertise concerning the CAAT pension;

h) I accept Ms. Legendre’s evidence that “it was impossible” that she would not have followed up with CAAT if Mr. Brousseau had told her that his annual pension statement estimated his retirement pension income at much less than the amount she had estimated. She was aware that this was a very important issue of great concern to Mr. Brousseau. I find on a preponderance of probabilities that Ms. Legendre was a very conscientious employee, who primarily acted as a conduit for information to and from CAAT, and that if she was aware of the difference she would have asked CAAT for an explanation. I find that this was not the type of situation where Ms. Legendre would have told Mr. Brousseau “don’t worry about it”, because it was a serious issue that required clarification;

i) The inaccurate estimate that Ms. Legendre provided to Mr. Brousseau contained a waiver stating that the estimate provided was not binding on le Régime de Retraite des CAAT or La Cité Collégiale and that the amount of his retirement pension income would only be officially calculated by le Régime des CAAT at the date of retirement. Mr. Brousseau indicated that he read and understood this waiver;

j) The annual pension statements sent to Mr. Brousseau by CAAT were accurate and did not contain any misrepresentations. The annual pension statements clearly distinguished between his total years of eligible pensionable service for the Base Pension Plan and his total years of pensionable service eligible under the CR (CAAT’s Supplementary Pension Plan). For example, Mr. Brousseau’s annual pension statement from CAAT for the period ending December 31, 2008, stated that he had accrued 17.25 years of eligible pensionable service under CAAT’s Base Pension Plan and that he had accrued 6.4 years of eligible pensionable service under the CR;

k) The back of the annual pension statement also explained that the terms of the CR (Supplementary Pension Plan) and the Base Pension Plan were not the same. The statement explained that the terms of the CR did not allow for the transfer of years of pensionable service with previous employers to it; and

l) Mr. Brousseau had a greater knowledge about pensions and the CAAT pension plans than Ms. Legendre, including the CR or the CAAT Supplementary Pension Plan that he contributed to on every pay cheque.

e) Did Mr. Brousseau’s reliance on Ms. Legendre’s misrepresentation of his retirement pension income cause damages to Mr. Brousseau?

[45] As I have found that Mr. Brousseau did not reasonably rely on Ms. Legendre’s estimate of his retirement pension income, I do not find that Mr. Brousseau suffered any damages as a result of the estimate given to him by Ms. Legendre because he was aware from receiving his annual pension statements of the correct estimates of his retirement pension income which he ultimately received upon his retirement.

Disposition of Issue #3

[46] For the above reasons, I find that it was not reasonable in the circumstances for Mr. Brousseau to rely on the inaccurate estimate of his monthly retirement pension income provided to him by Ms. Legendre.

Issue #4

What damages should be awarded if Liability had been established?

Damages for Breach of Contract

[47] If La Cité had breached its contract with Mr. Brousseau by failing to set up a fund to pay Mr. Brousseau the same monthly retirement income as if his years of pensionable service with previous employers could have been transferred to CAAT’s Supplementary Pension Plan, what damages should be awarded?

[48] The plaintiff called Guy Martel as an expert actuarial witness to provide his opinion on the damages incurred by Mr. Brousseau based on the hypothetical facts provided to him. He assumed that the 2004 promise to Mr. Brousseau had been breached by La Cité. Mr. Martel calculated the past losses to March 3, 2021 at $461,800.00 and the future losses to be $1,348,721.00 for a total of $1,810,521.00. This amount included a gross up for income tax, assuming the damage award was taxable. If the award was not grossed up to account for income taxes, then he calculated the total of Mr. Brousseau’s past and future damages to be $1,485,979.00.

[49] In BG Checo International Ltd. V. British Columbia Hydro and Power Authority, 1993 145 (SCC), [1993] 1 S.C.R. 12, at para 55 the Supreme Court held that damages for breach of contract should be awarded as follows: “The plaintiff is to be put in the position it would be in had the contract been performed, and is therefore entitled reimbursement for all expenses incurred as a result of the breach, whether expected or not, subject to remoteness principles”.

[50] If Mr. Brousseau had proved liability, I find that his damages for breach of contract would have been the amount to put him in the same position as if the contract had been fulfilled. His damages would be the difference between the retirement pension income that he will receive and the amount of retirement pension income that he would have received if the alleged promise had been fulfilled.

[51] Mr. Martel based his opinion on the information supplied to him by Mr. Brousseau and did not have any independent knowledge of the CAAT pension regime. The defendant did not call any evidence to contradict the information about the CAAT Supplementary Pension Plan or the CAAT Base Pension Plan. Notwithstanding his lack of independent knowledge about the CAAT pension plan, I find that Mr. Martel provided his actuarial evidence objectively and fairly and did not provide any opinion on the merits of Mr. Brousseau’s claim.

[52] Mr. Martel agreed that any amount received pursuant to the 2004 agreement would affect his calculations. I agree that this unknown amount would have to be considered before damages were finalized.

[53] Mr. Martel also grossed up the amount of damages he calculated to account for income taxes, however Mr. Martel testified that he did not know whether the award would be taxable if it was awarded based on a finding of negligent misrepresentation. Given the lack of evidence on whether the reward would be taxable or not and Mr. Martel’s uncertainty on this issue, I would not award damages to gross up this award.

[54] I find that the damages that would have been awarded, if Mr. Brousseau had established liability for breach of contract, is therefor $1,485,979.00 to March 3, 2021 as calculated by Mr. Martel.

Damages for Negligent Misrepresentation

[55] In the decision of Ault v. Canada (Attorney General), 2011 ONCA 147, [2011] OJ No 845 at para. 118 the Court of Appeal stated as follows:

“Damages in cases of negligent misrepresentation are based on the restitution principle. A successful plaintiff in a negligent misrepresentation case is entitled to be put in the position he or she would have been had the misrepresentation not been made…”

[56] Mr. Brousseau testified that he relied on Ms. Legendre’s misrepresentation to him that his retirement pension income would be $13,728.00/month, in deciding to retire on April 30, 2012. Her estimate was inaccurate as his actual retirement pension income was only $9,714.00/month, a difference of $4,013.00. The estimates provided are more particularly described as follows:

a) On December 8, 2009 Ms. Legendre prepared an estimate of Mr. Brousseau’s retirement pension income if he retired in August of 2010. She estimated his retirement pension income at $7,411.23/month, which was less than his ultimate pension income of $8,828.44. This estimate was given before Mr. Brousseau decided to retire and could not have been relied on to his detriment;

b) In September of 2010, after receiving his annual pension statement for 2009, Mr. Brousseau went to Ms. Legendre’s office and asked her whether it was possible that his years of pensionable service with previous employers he had purchased and transferred to CAAT, did not count towards CAAT’s Supplementary Pension Plan. He alleged she told him not to worry about it and that his years of service with previous employers counted in the same way for both plans. I have found that Mr. Brousseau’s evidence was not credible on this point;

c) Ms. Legendre testified that she did not recall having the conversation with Mr. Brousseau in September of 2010 and if Mr. Brousseau had asked her this question, she would have followed up with CAAT. I accept her evidence, as this is what she had always done over many occasions when Mr. Brousseau had asked her questions concerning the transfer of his pension plans. Also, Mr. Brousseau did not give Ms. Legendre a copy of his annual pension statement to review. It would be unreasonable to rely on a response from Ms. Legendre during a casual conversation, without showing her the annual pension statement indicating that the number of eligible years of pensionable service credited to the Supplementary Pension Plan were different and much less than the years of eligible pensionable service credited to the CAAT Base Pension Plan;

d) Ms. Legendre recalled a conversation with Mr. Brousseau about his 2008 annual pension statement where the number of years of eligible pensionable service under the CAAT Base Pension Plan had been reduced from previous statements. Ms. Legendre asked CAAT for an explanation and the difference was explained by the fact that Mr. Brousseau hadn’t yet paid the amount required to transfer his years of service with previous employers as of December 31, 2008. An audit discovered the error and it was corrected;

e) On June 3, 2011 Ms. Legendre calculated Mr. Brousseau’s estimated retirement pension income based on two scenarios provided to her by Mr. Brousseau. She erroneously assumed that all of Mr. Brousseau’s previous years of service with previous employers had been transferred to both the CAAT’s Base Pension Plan and CAAT’s Supplementary Pension Plan;

f) On July 18, 2011 Ms. Legendre made another estimate of Mr. Brousseau’s retirement pension income which contained a waiver of liability clause. She testified that she would have told Mr. Brousseau that his pension income could differ from the amount she calculated by a few hundred dollars;

g) In April of 2012 Mr. Brousseau testified that Ms. Legendre prepared another estimate of his retirement pension income which she left on a “post-it” note. Ms. Legendre testified that she does not remember ever leaving an estimate of Mr. Brousseau’s retirement pension income on a “post-it” note. She testified that she never worked like that. I accept her evidence; and

h) On April 30, 2012 Mr. Brousseau retired from La Cité. Mr. Brousseau testified that if he had been aware that his years of service with previous employers had not been transferred to the Supplementary Pension Plan, he would have kept working until La Cité had fully complied with its 2004 agreement.

[57] Ms. Legendre provided Mr. Brousseau with an estimate of his retirement pension income, if he retired on April 30, 2012, in the amount of $13,728.55/month in accordance with one of the scenarios he provided to her. The actual amount of his retirement pension income was $9,714.80/month, a difference of $4,013.75 less than the amount he had been advised by Ms. Legendre.

[58] Mr. Brousseau testified that if he had known that his pensionable income on retirement was only $9,714.80/month, he would not have retired and would have kept working until La Cité fulfilled its 2004 agreement. I have previously found that La Cité’s President never agreed to transfer Mr. Brousseau’s years of pensionable service with previous employers to the CAAT Supplementary Pension Plan, because it was prohibited by the terms of the Supplementary Pension Plan in 2004 and that Mr. Brousseau was aware of this restriction.

[59] Assuming it was reasonable for Mr. Brousseau to rely on Ms. Legendre’s erroneous estimate of his retirement pension income, then Mr. Brousseau would have received the same retirement pension income when he retired on April 30, 2012 as if the inaccurate representation had not been made. The only possible prejudice to Mr. Brousseau was that he was deprived of the opportunity to try to convince La Cité to pay him the sum of over one and a half million dollars in a lump sum, or to have paid an unknown sum to Mr. Brousseau to purchase and transfer his years of pensionable service with previous employers to the CAAT Supplementary Pension Plan. The terms of CAAT’s Supplementary Pension Plan were amended as of July 31, 2011 to permit the purchase of years of pensionable service with previous employers. The cost to transfer Mr. Brousseau’s years of pensionable service with previous employers to CAAT’s Supplementary Pension Plan after July 31, 2011 is unknown.

[60] I did not receive any evidence of the cost to purchase and transfer Mr. Brousseau’s years of service with previous employers to the Supplementary Pension Plan. I find that it is improbable that La Cité would have agreed to pay Mr. Brousseau any further sum of money to purchase and transfer his years of pensionable service with previous employers to the CAAT Supplementary Pension Plan because La Cité did not agree that there was any agreement in 2004 to do so and I have so found. In addition, La Cité had paid Mr. Brousseau $170,000.00 pursuant to the April of 2010 written agreement to fulfill its obligations under the 2004 agreement. Mr. Brousseau signed this agreement with the benefit of legal advice and made no mention of any other obligations of La Cité under the 2004 agreement.

[61] The only possible option available to Mr. Brousseau would have been to continue working to increase his retirement pension. No evidence was presented on how long Mr. Brousseau would have continued working or how damages would be calculated in such an event.

Disposition of Damages for Negligent Misrepresentation

[62] As a result, I am unable to determine the amount of damages suffered as a result of the negligent misrepresentation as to do so would be based on speculation about how much longer Mr. Brousseau would have continued to work at La Cité or whether Mr. Brousseau suffered any damages as a result of Ms. Legendre’s erroneously high (by $4,013.00 per month) retirement pension calculation. I also find on a balance of probabilities that Mr. Brousseau would have retired on April 30, 2012 in any event because he had asked Ms. Legendre about his retirement pension income since 2009, he had been unsuccessful in his application for the position of President of La Cité, he had proposed to enter two consulting agreements with La Cité where he would be paid a minimum of $250,000.00 per year for consulting on a part time basis, and the parties anticipated that he would retire on April 30, 2012 as stated in the April 13, 2010 agreement signed by Mr. Brousseau.

Final Disposition

[63] For the above reasons, the plaintiff’s claim against La Cité is dismissed.

Costs

[64] La Cité shall have 15 days to make written submissions on costs. Mr. Brousseau shall have 15 days to respond, and La Cité shall have 10 days to reply.

Released: June 25, 2021

COURT FILE NO.: CV-12-55602

DATE: 20210625

ONTARIO

SUPERIOR COURT OF JUSTICE

B E T W E E N:

SERGE BROUSSEAU

Demandeur

– and –

LA CITÉ COLLÉGIALE et LE RÉGIME DES COLLÈGES D’ARTS APPLIQUÉS ET DE TECHNOLOGIES

Défendeurs

REASONS FOR DECISION

R. Smith J.

Released: June 25, 2021