Opinion
Civil No. 3:20-CV-00609 (AVC)
2021-08-12
LITTLE STARS, LLC d/b/a The Little Gym of Gilbert, plaintiff, v. SENTINEL INSURANCE COMPANY, LTD., defendant.
Daniel C. Levin, Pro Hac Vice, Levin Sedran & Berman, Philadelphia, PA, Neal Lewis Moskow, Ury & Moskow, Fairfield, CT, for Plaintiff. Gerald P. Dwyer, Jr., Peter Meggers, Stephani Roman, Robinson & Cole LLP, Hartford, CT, John J. Kavanagh, Sarah Gordon, Pro Hac Vice, Steptoe & Johnson LLP, Washington, DC, for Defendant.
Daniel C. Levin, Pro Hac Vice, Levin Sedran & Berman, Philadelphia, PA, Neal Lewis Moskow, Ury & Moskow, Fairfield, CT, for Plaintiff.
Gerald P. Dwyer, Jr., Peter Meggers, Stephani Roman, Robinson & Cole LLP, Hartford, CT, John J. Kavanagh, Sarah Gordon, Pro Hac Vice, Steptoe & Johnson LLP, Washington, DC, for Defendant.
RULING ON THE DEFENDANT'S MOTION FOR JUDGMENT ON THE PLEADINGS
Alfred V. Covello, United States District Judge
This is an insurance coverage dispute in which the plaintiff, Little Stars, LLC d/b/a The Little Gym of Gilbert (hereinafter "Little Stars"), alleges that the defendant, Sentinel Insurance Company, Ltd. (hereinafter "Sentinel"), unlawfully denied Little Stars coverage under its insurance policy. It is brought pursuant to the Declaratory Judgment Act, 28 U.S.C. § 2201(a) and 28 U.S.C. § 1332.
28 U.S.C. § 2201(a) provides in pertinent part that "[i]n a case of actual controversy within its jurisdiction ... any court of the United States, upon the filing of an appropriate pleading, may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought. Any such declaration shall have the force and effect of a final judgment or decree and shall be reviewable as such." 28 U.S.C. § 2201(a).
Sentinel has moved for an order rendering judgment on the pleadings, pursuant to Federal Rule of Civil Procedure 12(c).
The issue presented is whether Little Stars has alleged sufficient facts to support its claim for coverage under its insurance contract.
FACTS
Examination of the first amended complaint, the answer and any attachments thereto, discloses the following facts.
The plaintiff, Little Stars, is an Arizona limited liability company that owns and operates a gym in Gilbert, Arizona.
The defendant, Sentinel, is an insurance company that provided Little Stars an insurance policy. Sentinel is headquartered in Connecticut.
Little Stars contracted for a Business Owner's Policy (hereinafter "the policy") from Sentinel. The policy covered the period from January 30, 2020, through January 30, 2021. Little Stars paid its policy premiums.
The policy provided that Sentinel would "pay for direct physical loss of or physical damage to Covered Property at the premises described in the Declarations (also called ‘scheduled premises’ in this policy) caused by or resulting from a Covered Cause of Loss." The policy defined "Covered Causes of Loss" as "RISKS OF DIRECT PHYSICAL LOSS," unless the loss is specifically excluded or limited by other provisions in the policy.
The " ‘Fungi,’ Wet Rot, Dry Rot, Bacteria And Virus" exclusion (hereinafter "the virus exclusion" or "the exclusion") provided that:
"We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss: (1) Presence, growth, proliferation, spread or any activity of ‘fungi,’ wet rot, dry rot, bacteria or virus."
The exclusion further stated that "[t]his exclusion applies whether or not the loss event results in widespread damage or affects a substantial area." The two exceptions to the exclusion were:
"(1) When ‘fungi,’ wet or dry rot, bacteria or virus results from fire or lightning; or (2) To the extent that coverage is provided in the Additional Coverage – Limited Coverage for ‘Fungi,’ Wet Rot, Dry Rot, Bacteria and Virus with respect to loss or damage by a cause of loss other than fire or lightning."
On March 11, 2020, the governor of Arizona declared a public health emergency in response to the COVID-19 pandemic. On March 15, 2020, the governor ordered all public schools closed. On March 17, 2020, the governor issued a declaration discouraging all gatherings of more than ten people.
On April 1, 2020, the governor ordered the closure of non-essential businesses, including the gym operated by Little Stars, until at least April 30, 2020. On April 29, 2020, the governor extended the closure until at least May 15, 2020.
Prior to the orders, Little Stars operated at full capacity. On March 17, 2020, Little Stars closed to customers. After the closure orders were modified, Little Stars operated at limited capacity.
Little Stars sought insurance coverage for its business losses under its policy with Sentinel, with a date of loss of March 16, 2020. Sentinel denied coverage.
On May 4, 2020, Little Stars filed a complaint seeking declaratory relief against the defendants, Hartford Underwriters Insurance Company, The Hartford Financial Services Group, Inc. d/b/a The Hartford (hereinafter collectively "the Hartford defendants"), and Sentinel. On May 26, 2020, Little Stars filed an amended complaint. On June 22, 2020, Little Stars filed a notice of voluntary dismissal of its claims against the Hartford defendants, leaving Sentinel as the only defendant. On March 10, 2021, Sentinel filed a motion for judgment on the pleadings.
STANDARD
Rule 12(c) of the Federal Rules of Civil Procedure provides that "[a]fter the pleadings are closed — but early enough not to delay trial — a party may move for judgment on the pleadings." Fed. R. Civ. P. 12(c). "On a 12(c) motion, the court considers ‘the complaint, the answer, any written documents attached to them, and any matter of which the court can take judicial notice for the factual background of the case.’ " L-7 Designs Inc. v. Old Navy, LLC, 647 F.3d 419, 422 (2d Cir. 2011) (citing Roberts v. Babkiewicz, 582 F.3d 418, 419 (2d Cir. 2009) ). "A complaint is [also] deemed to include any written instrument attached to it as an exhibit, materials incorporated in it by reference, and documents that, although not incorporated by reference, are ‘integral’ to the complaint." L-7 Designs Inc., 647 F.3d at 422 (citations omitted).
On a Rule 12(c) motion to dismiss, the court "will accept all factual allegations in the complaint as true and draw all reasonable inferences in favor of the complainant." Bank of N.Y. v. First Millennium, Inc., 607 F.3d 905, 922 (2d Cir. 2010) (citations omitted). However, the "[p]laintiffs’ failure to include matters of which as pleaders they had notice and which were integral to their claim — and that they apparently most wanted to avoid — may not serve as a means of forestalling the district court's decision ...." L-7 Designs Inc., 647 F.3d at 422 (citations omitted). "A complaint will only be dismissed under Rule 12(c) if it appears beyond doubt that the [nonmoving party] can prove no set of facts in support of his claim which would entitle him to relief." Patel v. Searles, 305 F.3d 130, 135 (2d Cir. 2002) (citing Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957) ).
DISCUSSION
I. Choice of Law
"In cases where jurisdiction is based on the diversity of the parties’ citizenship, a federal court will apply the choice-of-law rules of the forum state." Bigio v. Coca-Cola Co., 675 F.3d 163, 169 (2d Cir. 2012). "Connecticut's choice of law approach for contracts is the ‘most significant relationship’ test of the Restatement (Second) ... § 188." Reichhold Chemicals, Inc. v. Hartford Accident & Indem. Co., 252 Conn. 774, 781, 750 A.2d 1051 (2000). However, "[t]he threshold choice of law question in Connecticut ... is whether there is an outcome determinative conflict between the applicable laws of the states with a potential interest in the case. If not, there is no need to perform a choice of law analysis, and the law common to the jurisdictions should be applied." Lumbermens Mut. Cas. Co. v. Dillon Co., 9 F. App'x 81, 83 (2d Cir. 2001) ; see also NovaFund Advisors, LLC v. Capitala Grp., LLC, 2021 WL 2109112 (D. Conn. May 25, 2021). In this case, there is no conflict between the laws of the states of Arizona and Connecticut on the relevant issues and, therefore, the court need not conduct a choice of law analysis and applies the law common to both states. In Arizona, "[a]n insurance policy is a contract, and in an action based thereon the terms of the policy must govern." Apollo Educ. Grp., Inc. v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA, 250 Ariz. 408, 480 P.3d 1225 (2021) (citations omitted). "Absent a specific definition, terms in an insurance policy are construed ‘according to their plain and ordinary meaning,’ and the policy's ‘language should be examined from the viewpoint of one not trained in the law or in the insurance business.’ " Equity Income Partners, LP v. Chicago Title Ins. Co., 241 Ariz. 334, 338, 387 P.3d 1263 (2017) (quoting Sparks v. Republic Nat. Life Ins. Co., 132 Ariz. 529, 534, 647 P.2d 1127 (1982) ). A term is ambiguous if it is subject to "conflicting reasonable interpretations." State Farm Mut. Auto. Ins. Co. v. Wilson, 162 Ariz. 251, 782 P.2d 727 (1989). "If an ambiguity remains, we construe it against the insurer ... particularly when the ambiguity involves an exclusionary clause." Teufel v. Am. Fam. Mut. Ins. Co., 244 Ariz. 383, 385, 419 P.3d 546 (2018).
"[W]here there is a ‘false conflict’ such that the laws of both states relevant to the set of facts are the same, or would produce the same decision in the lawsuit, there is no real conflict between them. In such a case, the case ought to be decided under the law that is common to both states." Greystone Cmty. Reinvestment Ass'n, Inc. v. Berean Cap., Inc., 638 F. Supp. 2d 278, 287 (D. Conn. 2009) (citations omitted).
In Connecticut, "[a]n insurance policy is to be interpreted by the same general rules that govern the construction of any written contract." Connecticut Med. Ins. Co. v. Kulikowski, 286 Conn. 1, 5, 942 A.2d 334 (2008) (citations omitted). " ‘If the terms of the policy are clear and unambiguous, then the language ... must be accorded its natural and ordinary meaning.’ " Id. (quoting Schilberg Integrated Metals Corp. v. Cont'l Cas. Co., 263 Conn. 245, 267, 819 A.2d 773 (2003) ). "[A] provision in an insurance policy is ambiguous when it is reasonably susceptible to more than one reading." Metro. Life Ins. Co. v. Aetna Cas. & Sur. Co., 255 Conn. 295, 305, 765 A.2d 891 (2001). Similar to Arizona contracts of insurance, "any ambiguity in the terms of an insurance policy must be construed in favor of the insured ...." Connecticut Med. Ins. Co., 286 Conn. at 6, 942 A.2d 334 (citations omitted).
II. Virus Exclusion
(a) Ambiguity
Sentinel argues that Little Stars’ claims should be dismissed because the plain language of the policy shows there is no coverage in this case. Specifically, Sentinel argues that there is no coverage because of the virus exclusion. It contends that the exclusion applies because COVID-19 caused Little Stars’ losses and COVID-19 is a "virus" encompassed by the exclusion. Sentinel points out that the exclusion "applies whether or not the loss event results in widespread damage or affects a substantial area." Sentinel maintains that this language further supports the conclusion that pandemics, such as COVID-19, are encompassed by the virus exclusion.
Little Stars argues in opposition that the virus exclusion does not apply to its claims. Little Stars asserts that the exclusion is ambiguous and that ambiguity in an insurance contract must be construed in favor of the insured. It argues that grouping "virus" with fungi, wet rot, dry rot, and bacteria created the understanding that the exclusion applies to the spread of contaminants in situations within the business owner's control, not to fortuitous events like a pandemic. Further, Little Stars contends that the fact that Sentinel tried to clarify the 2005 virus exclusion (the one in Little Stars’ policy) with a 2006 virus exclusion shows that the exclusion in Little Stars’ policy was ambiguous. Little Stars concludes that a finder of fact must determine the ambiguities and, therefore, this case cannot be decided at this stage.
Sentinel replies that the terms of the policy are clear and there is no need for further fact-finding.
The virus exclusion states that:
"We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss: (1) Presence, growth, proliferation, spread or any activity of ‘fungi,’ wet rot, dry rot, bacteria or virus."
The exclusion further provides that "[t]his exclusion applies whether or not the loss event results in widespread damage or affects a substantial area."
Little Stars does not contest that COVID-19 is a virus. A "plain and ordinary" or "natural and ordinary" reading of the exclusion provision reveals that it precludes coverage for any loss or damage stemming "directly or indirectly" from COVID-19. The meaning of the virus exclusion is unambiguous. Little Stars argues that including "virus" with " ‘fungi,’ wet rot, dry rot, bacteria" makes the scope of the exclusion ambiguous. However, "the court does not create ambiguity to find coverage." AMERCO v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA, 2014 WL 2094198, at *3 (D. Ariz. May 20, 2014) (citations omitted). "That a word may be known by the company it keeps is, however, not an invariable rule, for the word may have a character of its own not to be submerged by its association." Russell Motor Car Co. v. United States, 261 U.S. 514, 519, 43 S.Ct. 428, 67 L.Ed. 778 (1923). Here, "virus" has a clear meaning of its own, not obscured by being placed next to the other terms. "Fungi and viruses are inherently different, take different forms, and behave differently in the environment." LJ New Haven LLC v. AmGUARD Ins. Co., 511 F.Supp.3d 145, 154 (D. Conn. 2020) (holding that a virus exclusion barred insurance coverage for loss of business due to COVID-19 shutdown orders). The virus exclusion's provision that it "applies whether or not the loss event results in widespread damage or affects a substantial area" further supports the conclusion that the exclusion applies to the effects of COVID-19 and the pandemic at hand.
Little Stars points to the difference between the 2005 version of the virus exclusion and the 2006 version. However, that amendment does not change the fact that the 2005 version in Little Stars’ policy excludes viruses as a covered cause of loss.
Little Stars alleges that the 2006 version of the virus exclusion contained broader language than the 2005 version.
In concluding that the virus exclusion is unambiguous, this court joins a number of courts in other districts that have concluded that identical virus exclusions were unambiguous. Recently, a Connecticut state court that considered a virus exclusion with this language upheld the it as enforceable. Hartford Fire Ins. Co. v. Moda, LLC, 2021 WL 2474216, at *3 (Conn. Super. Ct. June 15, 2021) (granting summary judgment in favor of the insurance company for COVID-19 losses where the policy excluded "loss or damage caused directly or indirectly by any of the following ... Presence, growth, proliferation, spread or any activity of ‘fungus,’ wet rot, dry rot, bacteria or virus").
See, e.g., Pure Fitness LLC v. Twin City Fire Ins. Co., 2021 WL 512242 (N.D. Ala. Feb. 11, 2021) ("[T]he court similarly concludes here that the virus exclusion at issue is unambiguous and precludes coverage for Plaintiff's claimed losses in this case"); Moody v. Hartford Fin. Grp., Inc., 513 F.Supp.3d 496 (E.D. Pa. 2021) ("A virus spreading around the world, which was then classified as a pandemic, fits squarely within the plain language of the exclusion"); Digital Age Mktg. Grp., Inc. v. Sentinel Ins. Co. Ltd., ]512 F.Supp.3d 1270 (S.D. Fla. 2021) ("[T]he Court finds no ambiguity in the policy"); Franklin EWC, Inc. v. Hartford Fin. Servs. Grp., Inc., 506 F.Supp.3d 854 (N.D. Cal. 2020) ("The Virus Exclusion's plain and unambiguous language excludes coverage for losses caused directly or indirectly by a virus"); Founder Inst. Inc. v. Hartford Fire Ins. Co., 497 F. Supp. 3d 678 (N.D. Cal. 2020) ("Assuming ... that the claim for loss of business income due to the shelter-in-place orders would otherwise be covered by Founder's insurance policy, the claim clearly falls within the virus exclusion ...."); Wilson v. Hartford Cas. Co., 492 F. Supp. 3d 417 (E.D. Pa. 2020) ("The Policy language here ... is conspicuously displayed, clear, and unambiguous"). This court is not persuaded by the court's decision in Urogynecology Specialist of Fla. LLC v. Sentinel Ins. Co., Ltd., 489 F. Supp. 3d 1297 (M.D. Fla. 2020), that a reading of the virus exclusion leaves it ambiguous.
(b) Civil Authority Orders
Sentinel argues that the virus exclusion encompasses civil authority orders in response to viruses because the exclusion applies to losses "caused directly or indirectly" by a virus.
Little Stars argues in opposition that the exclusion only extends to losses actually caused by a virus, not to losses caused by civil authority orders, and that Sentinel cannot apply the exclusion through a "causal chain leading back to a virus." Little Stars contends that the exclusion's anti-concurrent causation clause does not clearly communicate the limitations Sentinel seeks to impose, as is required for a clause in an insurance contract to be enforceable. Consequently, Little Stars maintains that the virus exclusion does not preclude coverage because its losses were caused by civil authority orders.
Sentinel replies that the virus exclusion applies to losses caused both directly and indirectly by a virus, which includes losses from civil authority orders in response to viruses. Sentinel also maintains that the anti-concurrent causation clause further supports excluding coverage for losses resulting from the civil authority orders.
While Little Stars argues that civil authority orders were the direct cause of its losses, the exclusion applies to losses or damage "caused directly or indirectly" by a virus. In Border Chicken AZ LLC v. Nationwide Mut. Ins. Co., 501 F. Supp. 3d 699 (D. Ariz. 2020), the court upheld a similar virus exclusion in the context of Arizona orders limiting business activity in response to COVID-19. The court observed that the argument that the orders, and not COVID-19, caused the business's losses "misreads the plain language of the Policy and ignores that" the orders were meant "to combat the spread of COVID-19." Id. at 704. The court emphasized the fact that the policy "expressly states that the Virus Exclusion bars coverage for ‘loss or damage caused directly or indirectly ’ by a virus ...." Id. (emphasis in original).
In another recent Arizona case, the court explained that the "Plaintiffs’ attempt to create a question of fact by arguing it is unclear whether their losses were caused by the government's orders in response to the virus or the virus itself ... is unavailing." Chattanooga Pro. Baseball LLC v. Nat'l Cas. Co., 2020 WL 6699480, at *2 (D. Ariz. Nov. 13, 2020). In that case, there was "no allegation in the complaint that absent the pandemic, the government would have been prompted to issue" the orders. Id. at *3.
Similarly, in a recent case in Connecticut, the court concluded that the "Plaintiff's allegations and the language of the Order make clear that while the virus may not be the ‘direct’ cause of the curtailment of Plaintiff's operations and its consequent loss of income, it is surely an indirect cause." LJ New Haven LLC, 511 F.Supp.3d at 152. The court explained that "direct" and "indirect" causation language "makes the causal scope of the virus exclusion broad and suggests that it should apply as long as a virus acts as a link somewhere in the causal chain producing the loss or damage at issue." Id. at 151.
Likewise in this case, even if the governor's orders were the direct cause of Little Stars’ losses, the orders were in response to COVID-19. Little Stars’ first amended complaint itself states that it sustained its losses "[i]n light of the Coronavirus global pandemic" and that the civil authority orders "evidence an awareness on the part of both state and local governments that COVID-19 causes damage to property." Consequently, COVID-19 "directly or indirectly" caused all of the losses for which Little Stars claims coverage.
In addition, the anti-concurrent causation clause supports applying the virus exclusion to civil authority orders responding to COVID-19. The clause provides that "loss or damage [caused by a virus] is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss." Courts have recognized the validity of such clauses. See Cooper v. Am. Fam. Mut. Ins. Co., 184 F. Supp. 2d 960, 962 (D. Ariz. 2002) (citing Millar v. State Farm Fire & Cas. Co., 167 Ariz. 93, 97, 804 P.2d 822 (Ct. App. 1990)) ("Arizona has not adopted the ‘efficient proximate cause’ rule and as such, an insurer is permitted to limit its liability with a concurrent causation lead-in clause ...."). "Connecticut courts have recognized ... that the ‘anti-concurrent causation’ clause in the virus exclusion ... displaces the ‘efficient proximate cause’ analysis ...." LJ New Haven LLC, 511 F.Supp.3d at 152.
Further, "even if the principle of ‘strictly construing’ insurance policy exclusions counsels against reading the broad causation language in the virus exclusion to embrace every link in the causal chain ... remoteness is not an issue here." Id. Rather, the relevant language of the amended complaint here and the government orders make clear that "it was a short step from the emergence of the virus to the curtailment of," id., Little Stars’ business activities.
(c) Reasonable Expectations
Little Stars also argues in opposition that applying the virus exclusion in this case would go against the reasonable expectations of the parties. Little Stars claims that it reasonably expected that its policy would cover a forced shutdown in response to a pandemic, and that its reasonable expectations should guide the court in applying an adhesive contract. It argues that this understanding was supported by the fact that insurers are expected to cover fortuitous risks. Little Stars concludes that a finder of fact must determine the reasonable expectations of the parties.
Sentinel replies that the clear meaning of the virus exclusion cannot be superseded by Little Stars’ alleged expectations.
Under the "reasonable expectations doctrine" in Arizona, "a contract term is not enforced if one party has reason to believe that the other would not have assented to the contract if it had known of that term." First Am. Title Ins. Co. v. Action Acquisitions, LLC, 218 Ariz. 394, 400, 187 P.3d 1107 (2008). To apply the doctrine, "a plaintiff must provide a reason as to why its expectation was reasonable, such as prior negotiations." Border Chicken AZ LLC, 501 F. Supp. 3d at 705.
Arizona courts apply the reasonable expectations doctrine in four situations: 1. Where the contract terms "cannot be understood by the reasonably intelligent consumer who might check on his or her rights;" 2. Where the policyholder did not receive adequate notice of the contract terms and the provision in question "is either unusual or unexpected, or one that emasculates apparent coverage;" 3. Where activity reasonably attributed to the insurer would objectively create the impression of coverage for the policyholder; 4. Where activity reasonably attributed to the insurer induced the policyholder to reasonably believe that he has coverage, even if the coverage "is expressly and unambiguously denied by the policy." First Am. Title Ins. Co., 218 Ariz. at 401, 187 P.3d 1107 (citing Gordinier v. Aetna Cas. & Sur. Co., 154 Ariz. 266, 742 P.2d 277 (1987) ).
In an insurance contract case in Connecticut, "[t]he determinative question is the intent of the parties ... as disclosed by the provisions of the policy." R.T. Vanderbilt Co. v. Cont'l Cas. Co., 273 Conn. 448, 462, 870 A.2d 1048 (2005) (citations omitted). "[T]he policyholder's expectations should be protected as long as they are objectively reasonable from the layman's point of view." Id. at 463, 870 A.2d 1048 (citations omitted). However, the policyholder's alleged reasonable expectations cannot "render meaningless the words by which the parties expressed their bargain." Hammer v. Lumberman's Mut. Cas. Co., 214 Conn. 573, 591, 573 A.2d 699 (1990) (citations omitted).
Turning to Little Stars’ alleged reasonable expectations of coverage, none of the scenarios under which Arizona courts enforce the policyholder's reasonable expectations apply in this case. The exclusion stated in plain language that coverage does not extend to losses caused by a virus. Little Stars does not allege that the terms of the exclusion were somehow hidden from it. Nor does Little Stars allege that Sentinel made representations on which it relied that created the reasonable belief that Little Stars’ insurance policy covered virus situations. Arizona's courts have expressly warned policyholders against expecting coverage in all scenarios based solely on their purchase of the policy. See Darner Motor Sales, Inc. v. Universal Underwriters Ins. Co., 140 Ariz. 383, 390, 682 P.2d 388 (1984) ("[I]f not put in proper perspective, the reasonable expectations concept is quite troublesome, since most insureds develop a ‘reasonable expectation’ that every loss will be covered by their policy. Therefore, the reasonable expectation concept must be limited by something more than the fervent hope usually engendered by loss").
Accepting Little Stars’ reasonable expectations argument would go against the straightforward terms of the contract. The court concludes that, given its "natural and ordinary meaning," the policy here "expresses the reasonable expectations of the parties," Lumberman's Mut. Cas. Co., 214 Conn. at 591, 573 A.2d 699, and the virus exclusion applies to preclude insurance coverage for Little Stars’ alleged COVID-19-related losses.
As the court has determined that the virus exclusion applies, it need not address Sentinel's remaining arguments.
CONCLUSION
The defendant's motion for judgment on the pleadings (document no. 32) is GRANTED.
It is so ordered this 12th day of August 2021, at Hartford, Connecticut.