ANDERSON v. TEAM PRIOR INC

UNITED STATES DISTRICT COURT

DISTRICT OF MAINE

CONNOR ANDERSON, )

individually and on behalf )

of similarly situated persons, )

)

Plaintiff, )

)

v. ) Docket No. 2:19-cv-00452-NT

)

TEAM PRIOR, INC. and LEE PRIOR )

)

Defendants. )

ORDER ON PLAINTIFF’S RENEWED MOTION

FOR PRELIMINARY APPROVAL OF SETTLEMENT AGREEMENT

AND FOR LEAVE TO FILE AMENDED COMPLAINT

Before me is the Plaintiff’s unopposed motion for preliminary approval of the

parties’ settlement agreement and for leave to file an amended complaint. Renewed

Mot. for Preliminary Approval of Settlement Agreement & for Leave to File Am.

Compl. (“Renewed Mot.”) (ECF No. 39). For the reasons stated below, the motion is

GRANTED.

BACKGROUND

This case concerns wages allegedly owed to Domino’s Pizza delivery drivers

under the Fair Labor Standards Act (“FLSA”), 29 U.S.C. § 201 et seq., and Maine’s

wage laws, 26 M.R.S. §§ 661 et seq. The Plaintiff, Connor Anderson, brought suit on

behalf of himself and all other similarly situated delivery drivers employed by

Domino’s Pizza franchises owned by Defendants Team Prior, Inc. and Lee Prior

(collectively, the “Defendants”). First Am. Compl. (“Compl.”) (ECF No. 21) ¶ 1. The

complaint alleges that the Defendants’ driver reimbursement policy violates the

FLSA and Maine law because it fails to reasonably cover all of the drivers’ expenses

relating to their personal vehicle use, and these unreimbursed expenses caused the

delivery drivers’ wages to fall below the minimum wage. Id.1

After the parties stipulated to conditional certification of the FLSA collective

action and notice was sent to all current and former delivery drivers employed by the

Defendants in the prior three years, fifty-six drivers “opted in” as plaintiffs to the

lawsuit by returning consent forms. See Consents (ECF Nos. 10, 24–25.) The matter

was stayed at the parties’ request so they could engage in mediation. Order (ECF No.

22). In January of 2021, after the parties reported the matter settled, the Deputy

Clerk dismissed the case, subject to the parties’ right to move to reinstate the action

within one year. Order of Dismissal (ECF No. 32).

The parties then filed a joint motion seeking reinstatement of the case,

certification of the proposed class for settlement purposes, preliminary approval of

the parties’ settlement agreement, authorization of their proposed class notice, and

the scheduling of a final approval hearing. In August of 2021, I reinstated the case

but denied the rest of the joint motion due to questions and concerns I had about the

fairness of the parties’ settlement agreement and obvious deficiencies in the

settlement and proposed notice. Order on Joint Mot. to Reinstate Case, for Prelim.

Approval of Settlement Agreement, & Associated Relief (ECF No. 34) (“Order”).

1 Additional details of these allegations are found in my earlier Order. See Order on Joint Mot.

to Reinstate Case, for Prelim. Approval of Settlement Agreement, & Associated Relief (ECF No. 34).

The parties have now gone back to the drawing board in an effort to address

my concerns, and the Plaintiff has submitted an unopposed renewed motion for

preliminary approval of the parties’ revised settlement (“Renewed Motion”).

Renewed Mot. 3, 6. Incorporated within the Renewed Motion is a request for leave to

file a second amended complaint to add a class claim under Connecticut’s minimum

wage law. Renewed Mot. 1, 3. The Plaintiff also asks that I provisionally certify the

settlement class for settlement purposes only, approve and authorize the proposed

class notice of settlement, extend the stay of litigation to permit settlement

authorization, and schedule a final approval hearing. Renewed Mot. 25.

DISCUSSION

I. Leave to File a Second Amended Complaint

As part of their settlement, the parties agreed that the Plaintiff would file a

Second Amended Complaint (“Amended Complaint”) adding a class claim under

the Connecticut Minimum Wage Act. Renewed Mot. 1 n.1. Under Federal Rule of

Civil Procedure 15(a), after the time to amend “as a matter of course” has passed, a

party may amend its pleading “only with the opposing party’s written consent or the

court’s leave.” Fed. R. Civ. P. 15(a)(2). “The court should freely give leave when justice

so requires.” Id. Here, the Defendants consent and justice requires that the Plaintiff

be granted leave to amend.

I had questioned Connecticut’s relevance in my prior Order because the

parties’ earlier proposed settlement featured drivers releasing their rights under

Connecticut law even though the operative complaint only alleged Maine state wage

violations. See Order 15. The Amended Complaint remedies this issue. According to

the proposed Amended Complaint, in addition to stores in Maine, the Defendants own

and operate a Domino’s franchise employing delivery drivers in Connecticut. Second

Am. Compl. ¶¶ 8, 11 (ECF No. 39-2); see Renewed Mot. 6 n.6. The Connecticut drivers

would be subject to Connecticut, rather than Maine, state law. Allowing the Plaintiff

to file the Amended Complaint will ensure that drivers in the proposed settlement

will not be releasing rights under state wage laws that go beyond the state (either

Maine or Connecticut) in which the individual driver was employed. Therefore, I

GRANT the Plaintiff’s motion for leave to amend. The Plaintiff is directed to file the

Second Amended Complaint on the docket.

II. Provisional Certification of the Class

Before I turn to the revised settlement, I address the requirements for

preliminary certification. The Plaintiff brought this action as a class action and a

FLSA collective action, making this matter a “hybrid” action. The parties previously

stipulated to conditional certification of the FLSA collective in connection with my

approval of their notice of collective action, see Joint Motion to Approve Form of

Notice of Collective Action and to Stay Pending Mediation (ECF No. 11), and they

plan to move for final certification at the final approval stage, Renewed Mot. 21. The

Plaintiff now asks that I preliminarily certify the class under Rule 23 of the Federal

Rules of Civil Procedure. The Defendants do not oppose class certification for

purposes of settlement only. Renewed Mot. 21–25. But I must review the proposed

class myself to ensure it meets the prerequisites for class certification under Rule 23.

A. Legal Standard

A plaintiff seeking class certification must first demonstrate that all

requirements of Federal Rule of Civil Procedure 23(a) are satisfied. Wal-Mart Stores,

Inc. v. Dukes, 564 U.S. 338, 345 (2011). The Rule 23(a) requirements are:

(1) the class is so numerous that joinder of all members is impracticable;

(2) there are questions of law or fact common to the class; (3) the claims

or defenses of the representative parties are typical of the claims or

defenses of the class; and (4) the representative parties will fairly and

adequately protect the interests of the class.

Fed. R. Civ. P. 23(a). Next, the named plaintiff must show that the class falls under

one of the types of class actions described in Rule 23(b). Wal-Mart Stores, Inc., 564

U.S. at 345. “To qualify for certification under Rule 23(b)(3), a class must meet two

requirements beyond the Rule 23(a) prerequisites: Common questions must

‘predominate over any questions affecting only individual members’; and class

resolution must be ‘superior to other available methods for the fair and efficient

adjudication of the controversy.’ ” Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 615

(1997) (quoting Fed. R. Civ. P. 23(b)(3)).

B. The Proposed Class of Delivery Drivers

1. Rule 23(a) Prerequisites

The proposed class meets the Rule 23(a) requirements of (i) numerosity, (ii)

commonality, (iii) typicality, and (iv) adequacy of interest protection.

a. Numerosity

First, the class must be “so numerous that joinder of all members is

impracticable.” Fed. R. Civ. P. 23(a)(1). “ ‘Impracticability’ does not mean

‘impossibility,’ but only the difficulty or inconvenience of joining all members of the

class.” Advert. Specialty Nat’l Ass’n v. Fed. Trade Comm’n, 238 F.2d 108, 119 (1st Cir.

1956). “Although numbers alone are not usually determinative,” numerosity can at

times be satisfied by “the sheer number of potential litigants in a class.” In re

Hannaford Bros. Co. Customer Data Sec. Breach Litig., 293 F.R.D. 21, 25 (D. Me.

2013) (citations omitted). A class of forty or more individuals usually satisfies the

numerosity requirement. Glynn v. Me. Oxy-Acetylene Supply Co., No. 2:19-cv-00176-

NT, 2020 WL 6528072, at *2 (D. Me. Nov. 5, 2020); see also William B. Rubenstein,

Newberg on Class Actions § 3:12 (5th ed. 2014) (“As a general guideline, . . . a class of

40 or more members raises a presumption of impracticability of joinder based on

numbers alone.”). Here, the class consists of more than 1,800 delivery drivers and

satisfies the numerosity requirement.

b. Commonality

Next, the Plaintiff must show that “there are questions of law or fact common

to the class.” Fed. R. Civ. P. 23(a)(2). But “[w]hat matters to class certification . . . is

not the raising of common ‘questions’ ” so much as “the capacity of a class-wide

proceeding to generate common answers apt to drive the resolution of the litigation.”

Wal-Mart Stores, Inc., 564 U.S. at 350 (quoting Richard A. Nagareda, Class

Certification in the Age of Aggregate Proof, 84 N.Y.U. L. Rev. 97, 132 (2009)). “Those

common answers typically come in the form of ‘a particular and sufficiently well-

defined set of allegedly illegal policies or practices’ that work similar harm on the

class plaintiffs.” Parent/Pro. Advoc. League v. City of Springfield, 934 F.3d 13, 28 (1st

Cir. 2019) (quoting Parsons v. Ryan, 754 F.3d 657, 679 (9th Cir. 2014)). In this case,

the Plaintiff alleges that the Defendants’ driving-expense reimbursement formula

caused the systematic underpayment of delivery drivers. The class claims involve

common questions of law and fact surrounding the same underlying reimbursement

policy. Because such an across-the-board practice works similar harm on the class

members, the commonality requirement is satisfied.

c. Typicality

In addition, “the claims or defenses of the representative parties [must be]

typical of the claims or defenses of the class.” Fed. R. Civ. P. 23(a)(3). Typicality is

satisfied when the named plaintiff’s “injuries arise from the same events or course of

conduct as do the injuries of the class and when [the] plaintiff[’s] claims and those of

the class are based on the same legal theory.” Glynn, 2020 WL 6528072, at *3 (citation

omitted). Here, like the rest of the class, the representative Plaintiff worked as a

delivery driver at one of the Defendants’ Domino’s franchises, was paid hourly rates

at or near the minimum wage, and was reimbursed for mileage at a rate that reduced

his net wages to below the minimum wage. Compl. ¶¶ 7, 23–28. The Plaintiff’s

injuries arise from the Defendants’ driver reimbursement policy, so the Plaintiff’s and

class claims are based on the same legal theory and the Plaintiff is typical of the class.

d. Adequacy

The last Rule 23(a) requirement is that “the representative parties will fairly

and adequately protect the interests of the class.” Fed. R. Civ. P. 23(a)(4). “A class

representative must be part of the class and possess the same interest and suffer the

same injury as the class members.” Amchem Prods., Inc., 521 U.S. at 625–26 (citation

and alteration omitted). The adequacy requirement “serves to uncover conflicts of

interest between named parties and the class they seek to represent,” and “factors in

competency and conflicts of class counsel.” Id. at 625, 626 n.20. “Only conflicts that

are fundamental to the suit and that go to the heart of the litigation prevent a plaintiff

from meeting the Rule 23(a)(4) adequacy requirement.” Matamoros v. Starbucks

Corp., 699 F.3d 129, 138 (1st Cir. 2012) (citation omitted). Here, the named Plaintiff

shares the same interests—obtaining sufficient reimbursement for delivery drivers’

delivery-related expenses—as the other members of the class. Further, there are no

issues with class counsel competency or conflicts. See J. Forester Decl. (ECF No. 39-

3.). The adequacy requirement is thus met.

2. Rule 23(b)

Once the Rule 23(a) prerequisites have been met, a certification-seeking

plaintiff must demonstrate that common questions predominate over any individual

questions, and that handling the matter as a class action is superior to other methods

of resolving the controversy. Fed. R. Civ. P. 23(b)(3).

“Common issues predominate where individual factual determinations can be

accomplished using computer records, clerical assistance, and objective criteria—

thus rendering unnecessary an evidentiary hearing on each claim.” Smilow v. Sw.

Bell Mobile Sys., Inc., 323 F.3d 32, 40 (1st Cir. 2003). Therefore, “[p]redominance is

not defeated by individual damage questions as long as liability is still subject to

common proof.” In re New Motor Vehicles Canadian Exp. Antitrust Litig., 522 F.3d 6,

28 (1st Cir. 2008).

In this case, the common issue is whether the Defendants’ driving-expense

reimbursement policy violates the FLSA and state wage laws. Even though the

amount of damages due to each driver is an individual question, it can be determined

using the Defendants’ records and applying objective criteria. Here objective criteria

comprise the proposed formula based on total number of miles driven and

reimbursements received. I find that common questions thus predominate over

individual questions.

The next question is whether “a class action is superior to other available

methods for fairly and efficiently adjudicating the controversy.” Fed. R. Civ. P.

23(b)(3). Non-exhaustive factors relevant to this determination include:

(A) the class members’ interests in individually controlling the

prosecution or defense of separate actions; (B) the extent and nature of

any litigation concerning the controversy already begun by or against

class members; [and] (C) the desirability or undesirability of

concentrating the litigation of the claims in the particular forum.

Id.2

Applying these factors, I find that the class members do not have an interest

in individually controlling separate actions and there is no other litigation already

begun by these class members. Further, the case involves Maine wage claims so it

makes sense to litigate in a Maine forum, and “class actions are uniquely superior in

wage cases” which place workers in the uncomfortable position of suing their

employers. Venegas v. Glob. Aircraft Serv., Inc., 159 F. Supp. 3d 93, 105 (D. Me. 2016).

Further, a class action gives the affected delivery drivers “the option of participating

2 Because class certification is arising in the settlement context, I do not need to address the

fourth factor relating to the likely difficulties in managing a class action. See Amchem Prods., Inc. v.

Windsor, 521 U.S. 591, 620 (1977) (“Confronted with a request for settlement-only class certification,

a district court need not inquire whether the case, if tried, would present intractable management

problems . . . for the proposal is that there be no trial. But other specifications of the Rule—those

designed to protect absentees by blocking unwarranted or overbroad class definitions—demand

undiluted, even heightened, attention in the settlement context.” (citation omitted)).

by declining to opt-out, rather than affirmatively opting-in,” which may allow them

to “enjoy some degree of anonymity with their participation in this suit.” Id. at 105–

06. Accordingly, a class action is a superior method of resolving this dispute.

As noted above, the Defendants do not oppose class certification for the purpose

of settlement only. For all these reasons, the proposed class—“all delivery drivers who

worked for [Team Prior, Inc. d/b/a Domino’s Pizza or Lee Prior] from October 4, 2013

to February 20, 2022”—is preliminarily certified for settlement purposes.

III. The Proposed Settlement and Notice

Finally, the Plaintiff seeks (1) preliminary approval of the amended settlement

agreement reached by the parties to resolve the delivery drivers’ wage claims and (2)

authorization to send notice of the settlement to the class. According to the Plaintiff,

the parties “conferred extensively” to address the concerns outlined in my previous

Order. Renewed Mot. 5. Still, I “must not simply rubber-stamp settlement

agreements as approved.” O’Bryant v. ABC Phones of N.C., Inc., No. 2:19-CV-02378,

2020 WL 4493157, at *8 (W.D. Tenn. Aug. 4, 2020) (citation omitted). Instead, as I

did with the parties’ initial proposed settlement agreement, I review this settlement

proposal to determine if it is “fair, reasonable, and adequate.” Fed. R. Civ. P. 23(e)(2).

Here, this inquiry includes ensuring that the settlement proposal does not result in

unjust or unfair settlements for the unnamed Rule 23 class members and

appropriately accounts for the FLSA claims.

A. Legal Standards

1. Rule 23

Under Federal Rule of Civil Procedure 23(e), a two-step notice-then-approval

procedural framework applies to proposed class settlements. At the first stage—

notice to the class—the parties propose a settlement and provide the court with

sufficient information to determine whether notice should be provided to all putative

class members. The second stage—approval of the proposal—occurs after notice to all

class members, a hearing, and a court determination that the settlement is “fair,

reasonable, and adequate.” Fed. R. Civ. P. 23(e)(2).

The court must direct notice if “giving notice is justified by the parties’ showing

that the court will likely be able to” approve the settlement proposal and certify the

class for purposes of judgment on the proposal. Fed. R. Civ. P. 23(e)(1)(B).3 “A

proposed settlement of a class action may be given preliminary approval where it is

the result of serious, informed, and non-collusive negotiations, where there are no

grounds to doubt its fairness and no other obvious deficiencies (such as unduly

preferential treatment of class representatives or of segments of the class, or

excessive compensation for attorneys), and where the settlement appears to fall

within the range of possible approval.” Trombley v. Bank of Am. Corp., No. 08-cv-456-

3 At the final approval stage, the court must consider whether: “(A) the class representatives

and class counsel have adequately represented the class; (B) the proposal was negotiated at arm’s

length; (C) the relief provided for the class is adequate, taking into account: (i) the costs, risks, and

delay of trial and appeal; (ii) the effectiveness of any proposed method of distributing relief to the class,

including the method of processing class-member claims; (iii) the terms of any proposed award of

attorney’s fees, including timing of payment; and (iv) any agreement required to be identified under

Rule 23(e)(3); and (D) the proposal treats class members equitably relative to each other.” Fed. R. Civ.

P. 23(e)(2).

JD, 2011 WL 3273930, at *5 (D.R.I. July 29, 2011). “Court approval is necessary to

‘protect unnamed class members from unjust or unfair settlements affecting their

rights when the representatives become fainthearted before the action is adjudicated

or are able to secure satisfaction of their individual claims by a compromise.’ ” Glynn,

2020 WL 6528072, at *10 (quoting Amchem, 521 U.S. at 623). However, “[i]f the

parties negotiated at arm’s length and conducted sufficient discovery, the district

court must presume the settlement is reasonable.” In re Pharm. Indus. Average

Wholesale Price Litig., 588 F.3d 24, 32–33 (1st Cir. 2009).

2. FLSA

“[I]n the FLSA context, for an employee’s waiver of his rights to unpaid wages

and liquidated damages to be binding, either the U.S. Secretary of Labor must

supervise the settlement or a court must approve it.” Prescott v. Prudential Ins. Co.

of Am., No. 2:09-CV-00322-DBH, 2011 WL 6662288, at *1 (D. Me. Dec. 20, 2011)

(citing Lynn’s Food Stores, Inc. v. United States, 679 F.2d 1350, 1352–53 (11th Cir.

1982)). Part of the court’s role is to assure that the FLSA is being properly applied

and that the lawsuit is not being used as a device to discount employees’ rightful

claims. Id.

In order to approve a FLSA settlement, the court must determine that it is “a

fair and reasonable resolution of a bona fide dispute over FLSA provisions.” Curtis v.

Scholarship Storage Inc., No. 2:14-CV-303-NT, 2016 WL 3072247, at *2 (D. Me. May

31, 2016) (quoting Lynn’s Food Stores, Inc., 679 F.2d at 1355). In addition, at least

one named plaintiff must be willing to sign the agreement. Michaud v. Monro Muffler

Brake Inc., No. 2:12-cv-00353-NT, 2015 WL 1206490, at *9 (D. Me. March 17, 2015).

“The factors supporting approval of a Rule 23 settlement of state wage and hour

claims may also support approval of a collective action settlement of FLSA claims.”

Id.4

3. Hybrid Actions

In hybrid actions involving both a Rule 23 class action and a FLSA collective

action—like this one—the settlement and release analysis is complicated by the

different opt-in and opt-out procedures at play. See Wyms v. Staffing Sols. Se., Inc.,

No. 15-cv-0643-MJR-PMF, 2016 WL 3682858, at *2 (S.D. Ill. July 12, 2016) (noting

that “the release matter can get a bit tricky given the differences between the class

and collective action mechanisms”). A Rule 23 class action operates as an opt-out

system—class members who fail to opt out of the settlement typically receive their

share of the recovery and release all their claims covered in the complaint. Amchem,

521 U.S. at 614–15. By contrast, in a collective action, litigants only release their

FLSA claims by opting in to the case—if they do not affirmatively opt in, they retain

their individual rights to sue in the future regardless of what happens to the federal

wage claims in the collective action. See Hoffman-La Roche Inc. v. Sperling, 493 U.S.

165, 173 (1989).

Settlements in hybrid actions need to account for these differences by limiting

the release in the settlement agreement and clearly explaining the options available

to class and collective members in the notice. See, e.g., Smith v. Kaiser Found. Hosps.,

4 “A court’s review of a FLSA settlement, however, is slightly less demanding than its review of

a Rule 23 class action settlement because, unlike a Rule 23 class action, a FLSA collective action

settlement does not bind absent class members.” Roberts v. TJX Cos., Inc., No. 13-cv-13142-ADB, 2016

WL 8677312, at *5 n.7 (D. Mass. Sept. 30, 2016).

No. 18cv780-KSC, 2020 WL 5064282, at *11–12, 17 (S.D. Cal. Aug. 26, 2020); Howard

v. Web.com Grp. Inc., No. CV-19-00513-PHX-DJH, 2020 WL 3827730, at *9–10 (D.

Ariz. July 8, 2020); Wyms, 2016 WL 3682858, at *3. With hybrid action settlements,

the fairness analysis involves reviewing both the settlement amount and the other

terms of the settlement agreement, including the scope of any releases. See Wyms,

2016 WL 3682858, at *2.

B. Application

At this pre-fairness hearing stage, the Plaintiff has demonstrated that

preliminary approval of the proposed settlement and authorization of the proposed

class notice of settlement are warranted for the following reasons:5

First, the revised settlement proposal was achieved after the parties’ exchange

of class-wide discovery of the Defendants’ payroll and reimbursement data and

financial information. The settlement was negotiated at arm’s length and looks to be

the result of several rounds of serious and informed negotiations, including the

months of renewed settlement discussions following my earlier denial. These efforts

further suggest that the class representative and class counsel are adequately

representing the class. See Fed. R. Civ. P. 23(e)(2)(A). The parties have remedied all

the deficiencies I previously identified, and I see no grounds to doubt the fairness of

the revised settlement. Indeed, as discussed in more detail below, the parties made

significant alterations to the proposed settlement structure to address my earlier

5 I am also likely, for the reasons stated earlier, to certify the class for purposes of judgment on

the settlement proposal. See Fed. R. Civ. P. 23(e)(1)(B)(ii).

concerns, including by clarifying the differing FLSA and class claims, simplifying the

claims structure by eliminating the various rounds and separate funds, and providing

for distribution of the entire net settlement amount through use of a “claims-made

floor.” Further, the negotiated settlement award of $250,000 appears to fall within

the range of possible approval as the Plaintiff estimates that it is roughly equivalent

to a recovery of likely damages greater than thirty percent, and each class member

will receive a pro rata portion of the settlement based on the driver’s recorded

delivery miles, with a minimum payment of $25. The settlement proposal now

appears to treat class members, and opt-in FLSA collective members, equitably in

relation to one another, and I likely will be able to find that the proposed method of

distributing relief to the class set forth in the amended settlement agreement is fair

and adequate. Likewise, the proposed award of attorneys’ fees, which will not exceed

$80,000, also seems reasonable. See In re New Motor Vehicles Canadian Exp.

Antitrust Litig., 842 F. Supp. 2d 346, 350 (D. Me. 2012) (approving as reasonable

attorneys’ fees and expenses amounting to 30% of the class settlement amounts).

Finally, taking into account all of the above plus the prospect of lengthy additional

litigation if settlement had not been reached, including the costs and risks to class

members if the case proceeded to trial, I will likely find that the proposed relief is a

fair and adequate resolution of this case.

In addition, the amended settlement represents a fair and reasonable

resolution of a bona fide dispute over FLSA provisions. It also accounts for the

differences between the FLSA opt-in claims and the class opt-out structure by

distinguishing and limiting the scope of the releases and tying the drivers’ potential

recovery to their respective releases. Class members who do not opt out will release

only their state wage claims and receive the minimum settlement payment, but class

members who also opt into the FLSA collective and release both their state and

federal wage claims will receive—in exchange for the broader release—a pro rata

share of the fund based on their miles, with the average settlement amount expected

to exceed $500. The proposed notice clearly explains these options that are available

to class and collective members. Given all of this, I presume the settlement is fair,

adequate, and reasonable, and that preliminary approval and notice to the class is

now justified.

CONCLUSION

For the reasons stated above, the Court GRANTS the Plaintiff’s renewed

motion. The settlement class is provisionally certified for settlement purposes only,

and the proposed class notice of settlement attached to this order is approved. The

clerk is directed to schedule a final approval hearing.

SO ORDERED.

/s/ Nancy Torresen

United States District Judge

Dated this 19th day of April, 2022.