Opinion
CASE NO. 20-22663-CIV-ALTONAGA/Goodman
2021-06-28
UNITED STATES of America, Plaintiff, v. Raul BODE, et al., Defendants.
Christopher J. Coulson, Robert Scott Silverblatt, US Department of Justice, Washington, DC, for Plaintiff. Karen J. Lapekas, Miami, FL, for Defendants.
Christopher J. Coulson, Robert Scott Silverblatt, US Department of Justice, Washington, DC, for Plaintiff.
Karen J. Lapekas, Miami, FL, for Defendants.
ORDER SETTING FORTH FINDINGS OF FACT AND CONCLUSIONS OF LAW
CECILIA M. ALTONAGA, UNITED STATES DISTRICT JUDGE
THIS CAUSE came before the Court for a non-jury trial on April 27, 2021. (See [ECF Nos. 45, 53]). The Court has carefully considered the witnesses’ testimony, the exhibits admitted into evidence, the parties’ written submissions, and applicable law. Based on a review of the record and pursuant to Federal Rule of Civil Procedure 52(a)(1), the Court makes the following findings of fact and conclusions of law.
These facts are summarized from the "Background" section of the January 25, 2021 Order ("MSJ Order") [ECF No. 32], denying the Government's Motion for Summary Judgment [ECF No. 23].
This case involves the unpaid federal income tax liabilities of Defendants, Raul Bode and Odalys Bode, for tax years 2006 through 2008 and 2010 through 2012. In September 2009, Defendants, husband and wife, filed joint tax returns for tax years 2006, 2007, and 2008 along with an offer in compromise to settle their unpaid taxes. Their offer was processed by the Internal Revenue Service ("IRS") on September 29, 2009 and remained pending when the IRS assessed Defendants’ reported tax and issued demands for payment on November 9, 2009. The IRS denied Defendants’ offer in compromise on April 13, 2010.
On March 15, 2018, Odalys Bode sent a letter to the IRS expressing a desire "to try to come to an agreement" to "resolve [their] IRS lean [sic]." The letter did not set forth a specific proposed monthly payment amount. On April 23, 2018, the IRS entered transaction code 971 into its computer system, indicating there was a pending installment agreement request on Defendants’ account.
When Revenue Officer ("RO") Michael Williams reviewed the request on June 21, 2018, he observed Defendants’ account was marked as having a pending installment agreement, "but no specific amounts were noted." On July 3, 2018, RO Williams wrote that he advised Defendants’ power of attorney ("POA") that the IRS's system indicated an installment agreement was requested and asked what amount Defendants were proposing to pay. Defendants’ POA stated she was not aware of the installment agreement request and would speak to Defendants about a proposed monthly payment amount. RO Williams informed Defendants’ POA the pending installment agreement request would be "reversed" if a specific proposed amount was not provided by July 9, 2018.
On July 11, 2018, RO Williams requested entry of transaction code 972 to remove the purported installment agreement request because "there [was] no evidence of an installment agreement request which meets the qualifications for pending" and "the offer [was] not sufficiently documented[.]" He did not reverse the pending installment agreement status retroactively. In addition, because RO Williams treated Defendants’ purported installment agreement request as an action to delay collection, the IRS did not conduct an independent administrative review.
The Government filed its Complaint against Defendants on June 26, 2020, seeking to reduce to judgment their unpaid federal income tax liabilities for tax years 2006 through 2008 and 2010 through 2012. The parties agree the Government is entitled to judgment in the amounts requested for the 2010, 2011, and 2012 tax years. With respect to tax years 2006, 2007, and 2008, however, Defendants argue the limitations period to collect the taxes assessed against them expired before the Government filed suit. By contrast, the Government contends the suit is not time-barred because Defendants’ offer in compromise and purported request for an installment agreement tolled the statute of limitations. For the suit to be timely filed, the Government needs both tolling periods to apply.
At the summary judgment stage, the Court concluded the offer in compromise suspended the statute of limitations from November 9, 2009 to April 13, 2010. (See MSJ Order 8–10). Yet, the undersigned found there were genuine issues of material dispute regarding: (1) whether the IRS correctly identified Defendants’ March 15, 2018 letter as a pending installment agreement request; and therefore (2) whether the statute of limitations was tolled from April 23, 2018 to July 11, 2018. (See id. 11–20). The case proceeded to a bench trial, and the Court limits its present Order to these outstanding issues. II. FINDINGS OF FACT
The Court uses the pagination generated by the electronic CM/ECF database, which appears in the headers of all court filings.
Defendants filed joint federal income tax returns for tax years 2006 through 2008 and 2010 through 2012. (See Joint Pre-Trial Stipulation ("Stipulation") [ECF No. 30] ¶ A). Defendants filed their tax returns for years 2006, 2007, and 2008 on September 28, 2009; reporting tax liabilities of $154,337.00 for 2006, $51,549.00 for 2007, and $31,555.00 for 2008. (See id. ¶¶ B, C, F, I). On the dates and in the amounts set forth below, the IRS made assessments against Defendants for federal income tax liabilities, penalties, and interest for the 2006, 2007, and 2008 tax years:
| YEAR | ASSESSMENT DATE | AMOUNT | TYPE OF ASSESSMENT |
|---|---|---|---|
| 2006 | 11/9/2009 | $154,337.00 | Tax Assessed |
| $5,299.80 | Failure to Pre-Pay Penalty | ||
| $26,517.82 | Late Filing Penalty | ||
| $18,267.83 | Late Payment Penalty | ||
| $22,773.04 | Interest | ||
| 10/07/2019 | $11,102.82 | Failure to Pay Tax Penalty | |
| $84,704.89 | Interest | ||
| 2007 | 11/9/2009 | $51,549.00 | Tax Assessed |
| $1,364.81 | Failure to Pre-Pay Penalty | ||
| $5,198.62 | Late Filing Penalty | ||
| $2,194.97 | Late Payment Penalty | ||
| $2,109.35 | Interest | ||
| 10/7/2019 | $3,535.80 | Failure to Pay Tax Penalty | |
| $14,899.99 | Interest | ||
| 2008 | 11/9/2009 | $31,555.00 | Tax Assessed |
| $516.00 | Failure to Pre-Pay Penalty | ||
| $616.00 | Late Payment Penalty | ||
| $405.77 | Interest | ||
| 10/7/2019 | $3,784.00 | Failure to Pay Tax Penalty | |
| $8,542.47 | Interest |
(See id. ¶¶ D, E, G, H, J, K). As of June 24, 2020, Defendants’ total unpaid federal income tax liabilities amounted to $295,963.47 for 2006, $53,471.71 for 2007, and $32,607.32 for 2008. (See id. ¶¶ FF–HH). Defendants do not dispute these assessments or the amount of unpaid liabilities. (See id. ¶ NN). Despite notice and demand for payment, Defendants have not paid these tax liabilities in full. (See id. ¶ MM).
The parties agree the Government is entitled to judgment in the amount of $7,356.66 for tax year 2010, $7,377.30 for tax year 2011, and $445.55 for tax year 2012. (See Stip. ¶¶ L–EE, II–KK: MSJ Order 5).
In September 2009, Defendants submitted an offer in compromise to settle the unpaid taxes they reported. (See id. ¶ OO). Then offer was processed by the IRS on September 29, 2009 and remained pending when the IRS assessed Defendants’ reported tax and issued demands for payment on November 9, 2009. (See id. ¶ PP; MSJ Order 2). The IRS denied Defendants’ offer in compromise on April 13, 2010. (See MSJ Order 2 (citations omitted); Stip. ¶¶ OO–QQ).
On March 15, 2018, Odalys Bode sent a letter to the IRS stating:
I'm writing this letter [ ]because Me & my husband were affected by hurricane Erma [sic] and we apply for an SBA loan (see attached) in hope of fixing our home due to the insurance company not covering everything[.] [W]e were approve [sic] for a loan (see attached) but
we were told that we need to resolve our IRS lean [sic] with a valid agreement. Please contact my husband (Raul Bode) ... to try to come to an agreement in place so we can fix our home.
(Mar. 15, 2018 Correspondence [ECF No. 23-35] (alterations added); Stip. ¶ RR). Raul Bode testified at trial he and his wife sent this letter "to get [their tax debt] resolved" through some type of "agreement" with the IRS. (Trial Tr. ("T. Tr.") [ECF No. 53] 93:1–21 (alteration added); see also id. 95:12–96:9; 124:3–125:14). In the March 15, 2018 letter, Defendants did not propose a specific amount for a monthly or other periodic installment agreement payment. (See Stip. ¶¶ SS, UU).
Citations to testimony rely on the transcript's internal page and line numbering.
The IRS processed Defendants’ letter on April 23, 2018 and entered transaction code 971 into the IRS's Integrated Data Retrieval System ("IDRS"), indicating there was a pending installment agreement on Defendants’ account. (See id. ¶ TT; T. Tr. 24:9–22; 26:3–28:5; 2006, 2007, and 2008 Account Trs. [ECF Nos. 23-10–23-12] 2 (noting "[p]ending installment agreement" on April 23, 2018 (alteration added)); 2006 Form 4340 [ECF No. 23-4] 4 (noting "request for installment agreement pending" on April 23, 2018 (capitalization omitted)); 2007 Form 4340 [ECF No. 23-5] 4 (same); 2008 Form 4340 [ECF No. 23-6] 3 (same)). Because Defendants’ tax liabilities exceeded $250,000, their case was transferred to an IRS field unit for collection efforts and assigned to RO Williams. (See T. Tr. 24:17–22; Account Mgmt. Servs. Tr. [ECF No. 23-20]).
RO Williams first reviewed Defendants’ account on June 21, 2018. (See T. Tr. 29:23–30:1). At trial, he testified that he did not have a copy of the March 15, 2018 letter at the time, only the transaction code entries and information noted in the case history notes of Defendants’ account. (See id. 25:15–23; 29:19–22). He observed that Defendants’ purported installment agreement request contained no "specific dollar amount" they were seeking to pay. (Id. 29:8–30:4; Inventory Control Sys. ("ICS") Hist. Tr. [ECF No. 23-18 ] 2). RO Williams did not know whether transaction code 971 had been entered correctly or in error, but he assumed the pending code had been entered in accordance with the relevant procedures. (See T. Tr. 40:4–41:10; 86:1–6). At trial, he testified he did not believe Defendants’ March 15, 2018 letter met the requirements to be placed in pending status. (See id. 79:8–10).
(See [ECF Nos. 40, 40-1]).
RO Williams also testified that if he had "direct information that [the pending installment agreement code] was input incorrectly, [Defendants’ case] would have been treated differently." (T. Tr. 82:6–7 (alterations added)). When he received the case, however, he "did not have sufficient information to say" whether the code was entered correctly or in error. (Id. 86:1–6).
Because he did not have a "complete set of information" (T. Tr. 29:23–30:2), RO Williams determined he could not evaluate the purported installment agreement request and reached out to Defendants’ POA to request additional information (see id. 30:9–14). On July 3, 2018, RO Williams made an entry in Defendants’ account, stating:
Spoke with POA Beatriz Morejon.... Advised POA that this shows an installment agreement was requested and asked what amount the [taxpayer] is looking to pay. She stated she was unware [sic] of a requested [installment agreement] and has no idea what the taxpayer is able to pay. Advised that she should speak with the taxpayer and if a specific amount is not provided by 07/09
pending [installment agreement] will be reversed and L1058 will be issued.
(ICS Hist. Tr. 4 (alterations added); Stip. ¶ YY; see also T. Tr. 33:2–34:22; 36:2–10).
When RO Williams did not receive the requested information by July 11, 2018, he determined transaction code 971 should be removed from Defendants’ account because the purported installment agreement offer "was not sufficiently documented." (Stip. ¶ VV; see also ICS Hist. Tr. 6 (writing he was requesting reversal because "there is no evidence of an installment agreement request which meets the qualifications for pending")). RO Williams therefore requested managerial approval to remove Defendants’ account from pending installment agreement status without independent review and treat it as an action to delay collection, in accordance with procedures discussed at a group meeting. (See T. Tr. 37:14–38:25; 41:11–25; 43:14–44:16; 49:3–50:9; Stip. ¶ WW).
The "pending" installment agreement indicator was removed from Defendants’ account on July 11, 2018. (See 2006, 2007, and 2008 Account Trs. 2 (noting "[r]emoved installment agreement" on July 11, 2018 (alteration added)); 2006 Form 4340 4 (noting "request for installment agreement no longer pending" on July 11, 2018 (capitalization omitted)); 2007 Form 4340 4 (same); 2008 Form 4340 3 (same)). RO Williams did not reverse the pending installment agreement status retroactively because he did not have sufficient information to determine whether "the initial input was done in error." (T. Tr. 48:16–17; see also id. 90:1–10; Stip. ¶ XX). In addition, the IRS did not conduct an independent administrative review before rejecting Defendants’ purported installment agreement request. (See T. Tr. 49:3–8; 50:1–9).
The Government filed its Complaint against Defendants on June 26, 2020. (See generally Compl. [ECF No. 1]).
III. CONCLUSIONS OF LAW
The Internal Revenue Code ("IRC") requires that a suit to collect taxes be filed within ten years of the assessment of taxes. See 26 U.S.C. § 6502(a)(1). "The period of limitations under section 6502 shall be suspended for the period during which the Secretary [of the Treasury] is prohibited under this subsection from making a levy." Id. § 6331(i)(5) (alteration added). Levying is prohibited in various circumstances, two of which are relevant here: (1) when an offer in compromise is pending with the Secretary and during the 30 days after such offer is rejected by the Secretary, see id. § 6331(k)(1); and (2) when an offer for an installment agreement is pending with the Secretary and during the 30 days after such offer is rejected by the Secretary, see id. § 6331(k)(2). "The ultimate burden of proof on the limitations defense always rests on the taxpayer." Feldman v. Comm'r , 20 F.3d 1128, 1132 (11th Cir. 1994) (citation omitted).
Because the earliest assessment against Defendants was on November 9, 2009 for years 2006 through 2008, the statute of limitations ordinarily would have expired on November 9, 2019 absent any tolling. (See MSJ Order 8). At summary judgment, the Court concluded the limitations period was tolled during the pendency of Defendants’ offer in compromise for 155 days from November 9, 2009 to April 13, 2010. (See id. 10). But there was a genuine issue of material fact regarding whether Defendants’ March 15, 2018 letter was correctly processed as a pending installment agreement request; and therefore whether the statute of limitations was further tolled from April 23, 2018 to July 11, 2018. (See id. 11–20).
As stated, the IRC provides
[n]o levy may be made under subsection (a) on the property or rights to property
of any person with respect to any unpaid tax —
(A) during the period that an offer by such person for an installment agreement under section 6159 for payment of such unpaid tax is pending with the Secretary; [and]
(B) if such offer is rejected by the Secretary, during the 30 days thereafter (and, if an appeal of such rejection is filed within such 30 days, during the period that such appeal is pending) ....
26 U.S.C. § 6331(k)(2) (alterations added). "A proposed installment agreement becomes pending when it is accepted for processing." 26 C.F.R. § 301.6331-4(a)(2).
Section 301.6159-1(b)(1) of the Treasury regulations mandates that "[a] proposed installment agreement must be submitted according to the procedures, and in the form and manner, prescribed by the Commissioner." Id. (alteration added). The form and manner prescribed by the Commissioner for submission of a proposed installment agreement is set forth in section 5.14.1.3(4) of the Internal Revenue Manual ("IRM"), which requires taxpayers to provide "specific information for installment agreement requests to be processed." IRM § 5.14.1.3(4); see also id. § 5.14.1.1(1)(b) (explaining the IRM "[p]rescribes pending installment agreement criteria and when to input pending status to IDRS" (alteration added)). As relevant here, "taxpayers must[,]" among other things, "[p]ropose a monthly or other periodic payment of a specific amount" for the account to be identified as being in pending installment agreement status. Id. § 5.14.1.3(4)(c) (alterations added; emphasis in original); see also id. § 5.14.1.3(6) ("A monthly payment amount must be specified for the account to be marked pending." (quotation marks omitted; emphasis in original)). An installment agreement request "will not be considered pending until the [required] information is received to perfect the [installment agreement] request[.]" Id. (alterations added).
Section 301.6159-1(b)(2) of the Treasury regulations is not inconsistent with these provisions and has no bearing on the issue before the Court. Section 301.6159-1(b)(2) provides: "If a proposed installment agreement that has been accepted for processing does not contain sufficient information to permit the IRS to evaluate whether the proposal should be accepted, the IRS will request the taxpayer to provide the needed additional information." Id. ; see also id. § 301.6331-4(a)(2) (same). A careful reading of the regulation reveals a distinction between (1) information required to accept a proposed installment agreement for processing, see id. § 301.6159-1(b)(1), and (2) further information that may assist the IRS in determining whether to accept the installment request, see id. § 301.6159-1(b)(2). In other words, the regulation permits the IRS to seek additional information — beyond what is required to be accepted for processing, and when a proposed installment agreement has already been accepted for processing — in order to aid the IRS in deciding whether to enter into an installment agreement with a requesting taxpayer. See id. It does not speak to what information must be submitted for the IRS to properly process a request and treat it as a pending installment agreement, as required to toll the statute of limitations. See id. § 301.6159-1(b)(1) ; IRM § 5.14.1.3(4).
The evidence adduced at trial indisputably shows Defendants did not propose a specific periodic payment amount in the March 15, 2018 letter or at any other time. (See Mar. 15, 2018 Correspondence; ICS Hist. Tr. 2 ("Case came to the field with pending [installment agreement] indicator but no specific amounts were noted." (alteration added)); id. 6 ("The case came into the field with pending [installment agreement] indicator with no information on requested amount.... [T]here is no evidence of an installment agreement request which meets the qualifications for pending ..." (alterations added)); T. Tr. 29:8–30:4 (Defendants’ purported installment agreement request contained no "specific dollar amount"); Stip. ¶¶ SS, UU (same); id. ¶ VV (installment agreement offer was "not sufficiently documented")). Accordingly, the Court concludes, as RO Williams acknowledged, that Defendants’ purported installment agreement request did not meet the requirements to be accepted for processing and placed in pending status. (See T. Tr. 79:8–10).
The Court is unpersuaded by the Government's arguments to the contrary. The Government insists the IRS's failure to follow the IRM in this case does not render its actions invalid because the IRM is not binding on the IRS and does not have the force and effect of law. (See Gov't Prop. Findings & Concl. [ECF No. 51] 20–21; T. Tr. 9:6–13 (citing Scott v. Internal Revenue Serv. , No. 18-cv-81750, 2021 WL 256418, at *15 (S.D. Fla. Jan. 26, 2021) )). To be sure, the IRM, by itself, does not bind the IRS and "is not a source of rights enforceable by taxpayers." Scott , 2021 WL 256418, at *15 (collecting cases). And as a general matter, the IRM's requirements, standing alone, are "merely directory and not mandatory[.]" Id. (alteration added; quotation marks and citation omitted). But in the situation at bar, the IRM is not standing alone.
Instead, a binding Treasury regulation refers to and incorporates the relevant IRM provisions by requiring compliance with "the procedures ... prescribed by the Commissioner." 26 C.F.R. § 301.6159-1(b)(1) (alteration added); Romano-Murphy v. Comm'r of Internal Revenue , 816 F.3d 707, 718 (11th Cir. 2016) ("Treasury regulations are binding on the Government as well as the taxpayer." (quotation marks and citation omitted)). Those procedures, in turn, require submission of a proposed "monthly or other periodic payment of a specific amount" for an installment agreement request "to be processed" and instruct that a request "will not be considered pending" until such information is received. IRM §§ 5.14.1.3(4), (6) (emphasis in original); see also id. § 5.14.1.1(1)(b).
Because Defendants’ purported request did not satisfy these requirements—and by the Government's own admission—the IRS's decision to process Defendants’ letter as a pending installment agreement request was "inconsistent" with the applicable provisions of the IRM and therefore violated the binding Treasury regulation requiring compliance with those provisions. (Gov't Prop. Findings & Concl. 20; Stip. ¶¶ SS–UU). The Court thus concludes the IRS's treatment of Defendants’ letter as a pending installment agreement request was in error; Defendants did not submit a compliant installment agreement request that could be validly accepted for processing and considered "pending"; and the statute of limitations was not tolled from April 23, 2018 to July 11, 2018. See, e.g. , Fry , 2007 WL 1696015, at *6 (concluding statute of limitations was not tolled because there was no proper proposal for an installment agreement for the tax years at issue due, in part, to the defendants’ failure to propose a specific periodic payment amount).
For these reasons, and as set forth in the summary judgment Order (see MSJ Order 11–15), Defendants have sufficiently rebutted the presumption of regularity. See United States v. Fry , No. Civ. A. 05-5300, 2007 WL 1696015, at *5 (E.D. Pa. Apr. 2, 2007) ("The presumption [of regularity] may be rebutted by showing the [G]overnment did not comply with proper procedures when taking the action at issue." (alterations added; footnote call number omitted; citing Wilson v. United States , 369 F.2d 198, 200 (D.C. Cir. 1966) ; other citations omitted)).
The IRS's failure to conduct an independent administrative review or afford Defendants appeal rights further bolsters the Court's conclusion. Generally, "[i]ndependent [a]dministrative [r]eview is required of all rejected installment agreement proposals, and all rejection, default and termination decisions are subject to appeal procedures." IRM § 5.14.1.1.5(1) (alterations added). Nevertheless,
[i]ndependent administrative review is not required in cases where the installment agreement request was identified as "pending" in error, due to noncompliance with filing requirements. If the taxpayer was not in compliance with filing requirements at the time of their request, ensure all modules that contain a pending installment agreement indicator (TC 971 AC 043) are reversed with a TC 972 AC 043, using the same date of the originating transaction code.
Id. § 5.14.9.7(1) (alteration added). A taxpayer is also not afforded independent administrative review or a right to appeal when the installment agreement request is "made merely to delay collection." Id. § 5.14.9.7(19)(c).
As discussed, the undisputed evidence at trial establishes Defendants were not in compliance with the filing requirements at the time of their purported request. The IRS's designation of their request as "pending" was, without doubt, an error; and independent administrative review was not required. The Government, however, asserts the reason no independent review was conducted was not because Defendants did not comply with filing requirements, but because RO Williams determined the request was made merely to delay collection. Therefore, the Government suggests, the IRS was not obligated to reverse the "pending" indicator using the same originating date, and the installment agreement request could properly be considered pending between the date it was processed and the date it was rejected. (See, e.g. , T. Tr. 8:5–11; 41:6–22; 48:6–17).
Ultimately, in this case, it is a distinction without a difference, as "accounts should not be identified as being in pending installment agreement status" if "it is determined that the agreement request was made to delay collection[.]" IRM § 5.14.1.3(4) (alteration added; emphasis in original); see also I.R.C. §§ 6702(b)(2)(A)(ii), 7122(g) (stating if an application for an installment agreement "reflects a desire to delay ... the administration of Federal tax laws[,]" it should be treated "as if it were never submitted" (alterations added)); Chow v. United States , No. 8:18-cv-00716, 2020 WL 1652553, at *5 (C.D. Cal. Feb. 5, 2020) (finding "no evidence that the [taxpayers] ever submitted an [installment agreement request] that, under the relevant authority, was mandated to be designated as ‘pending’ " where the taxpayers failed to show any of the requests they submitted satisfied the conditions enumerated in the IRM, including that some "were found by IRS officials to have been submitted to delay or impede collection" (alterations added)). As such, regardless of whether Defendants’ purported request was rejected because it did not comply with filing requirements or because it was made to delay collection, it should not have been placed in pending status. The Court finds the IRS's input of a pending installment agreement notation was incorrect and in error.
Consequently, the Court concludes the statute of limitations was not tolled from April 23, 2018 to July 11, 2018, and the Government's suit to bring Defendants’ 2006, 2007, and 2008 joint federal tax liabilities to judgment was untimely. Nevertheless, as the parties agree, Defendants are liable to the United States in the amounts of $7,356.66, $7,377.30, and $445.55, as of June 24, 2020, for unpaid federal income taxes, penalties, and interest assessed against them for tax years 2010, 2011, and 2012, respectively, until these amounts are paid in full.
For the foregoing reasons, it is
ORDERED AND ADJUDGED that final judgment will be entered by separate order in favor of Raul and Odalys Bode and against the United States of America for tax years 2006, 2007, and 2008; and in favor of the United States of America and against Raul and Odalys Bode for tax years 2010, 2011, and 2012. The Government is instructed to submit a proposed order of final judgment by June 29, 2021 .
Pursuant to the CM/ECF Administrative Procedures, proposed orders shall be filed as an attachment to a motion, notice, or other filing. The proposed document must also be e-mailed to altonaga@flsd.uscourts.gov. The proposed document shall be submitted by e-mail in Word format. The e-mail line and the name of the attachment should include the case number, followed by a short description of the attachment (e.g., 00-cv-00000 Order).
DONE AND ORDERED in Miami, Florida, this 28th day of June, 2021.