BRAZIL

Joaquim de Paiva Muniz, Luis Henrique Borghi, Bruna Silveira, Katherina Kuramoti Ballesta, Maria Clara Barros Mota, Frederico Bizarro Weingartner.

A. LEGISLATION AND RULES

A.1      Legislation

The main regulatory developments concerning arbitration in Brazil in 2019 dealt with the participation of governmental entities. That follows due to the legal authorization included in the 2015 amendment to the Brazilian Arbitration Act as well as the implementation of aggressive privatization programs by the Federal Government. First, the Brazilian Transport Agency regulated its arbitrations with privates parties, the State of São Paulo and, the Federal Government. In addition, the Brazilian Statute on Expropriation was amended to include arbitration and mediation as a method to fix the indemnification due to the private party in cases of expropriation or eminent domain. It is also worth mentioning that, in light of the constant growth of arbitration, the Superior Justice Court of Brazil released a summary with its main decisions on matters related to arbitration.

A.1.1   Brazilian Transport Agency regulated arbitration with privates parties        

On May 17, 2018, the Agência Nacional de Transportes Terrestres (ANTT) enacted Resolution 5845/2019, whereby it detailed the procedure for mediations and arbitrations between ANTT and the private parties subject to its regulation, such as the concessionaires of land transport services.

The resolution authorizes both the execution of agreements with arbitration clauses and the inclusion of such clauses in existing contracts to which ANTT is a party. However, the inclusion of arbitration clauses in already existing contracts shall be approved by ANTT’s board of officers and shall be justified. The justification shall consider pros and cons such as an estimated timeline for resolution of the conflict, as well as the cost and nature of the dispute. If there is a pending judicial lawsuit, ANTT shall prepare an analysis of the likelihood of success.

However, some matters cannot be resolved through arbitration, such as (i) issues that cannot be subject to settlement, (ii) the nature and ownership of public transportation services, (iii) ANTT inspection powers over transportation services, and (iv) the private party’s right to terminate a public transportation services agreement.

ANTT will have a list of pre-approved arbitration centers to manage arbitral proceedings. If the contract with the private party is silent on the applicable arbitration center, ANTT will present a list of three pre-approved center options, and the private party will choose one of them.

The resolution states that the private party shall bear all the costs in the arbitration, this includes not only the court and arbitrators’ fees but also fees from experts if needed. If ANTT loses, the private party can claim a reimbursement of these costs.

In principle, arbitrations with ANTT shall have three arbitrators. The seat shall be in the capital of Brazil, Brasília. The language shall be Portuguese and documents in other languages shall be translated. Brazilian law shall apply and judgments based on foreign law or equity will not be allowed.

On the one hand, this resolution will encourage the use of arbitration in contracts subject to ANTT (such as railways and highway concessions). On the other hand, the content of the resolution itself is quite conservative and presents some provisions which are extremely favorable to ANTT such as the obligation for a private party to advance all costs and expenses.

A.1.2   The State of São Paulo regulated arbitration with state entities

On 31 July 2019, the State of São Paulo issued Federal Decree 64.356, which now regulates arbitration within the State and the entities which it controls.

Pursuant to the decree, ad hoc arbitrations will be allowed only in exceptional cases, which need to be previously justified. Institutional arbitrations should be preferred, and the State of São Paulo will prepare a list of pre-approved arbitration centers. To be on the list, it is required that certain secretarial capabilities and hearing centers in São Paulo must be shown, as well as proving sufficient experience in arbitrations involving state entities. Parties shall preferably choose one of the listed institutions and add this choice in the arbitration clause. If they fail to do so, the claimant can choose the applicable institution from the list.

The seat of such arbitrations shall be the city of São Paulo and Brazilian Law shall apply. The language shall be Portuguese, but technical documents can be produced in English. The panel shall be composed of three arbitrators Additionally, unless the value at stake is “low” or the issue is not complex, in such cases a single arbitrator is allowed. The arbitrators shall be independent and impartial. The parties can request information on whether the arbitrators have any case against the State of São Paulo and whether they represent clients in litigation whose subject matter is similar to the one discussed in the arbitration.

Claimants shall advance the fees of the institution and the arbitrators. The losing party cannot be sentenced to reimburse the winning party’s attorney fees, but the panel can grant sucumbência, i.e., to sentence the losing party to pay an extra amount from 10% to 20% of the sentence value to the counsel of the winning party.

The arbitration will be public. In addition, the State of São Paulo will be allowed to publish the files on its web-site, provided that any confidentiality obligations are respected. However, attendance at the hearing can be restricted to the parties and their counsel, as well as to the witnesses and experts.

A.1.3   Brazil enacts decree regulating arbitrations involving the Brazilian Union

On 23 September 2019, Federal Decree 10.025/2019 was published to regulate arbitration between the Brazilian Union (or other Federal Public Administration entities) and concessionaires of federal public services.

The decree clarifies that the arbitration can resolve controversies on any “patrimonial disposable right ,” including (but not exclusively), as to the agreements for concession of public services which includes (i) economic-financial rebalancing, (ii) indemnification due to termination or transfer of the agreements, and (iii) breaches of contractual provisions, including the application of penalties and calculation of amounts due.

The decree determines the possibility of arbitration even for concession agreements that currently do not have an arbitration clause. In this case, the parties can either amend the agreement and include an arbitration clause or enter into arbitration covenants (compromisso). The choice of arbitration is recommended whenever (i) the dispute is based mainly on technical issues; and (ii) the usual length of a judicial lawsuit could trigger damages to the quality of public services or infrastructure or could curb priority public investments.

The decree determines a series of rules on the arbitration procedures regulated by it, specifically, in arbitrations involving Brazilian federal entities, only Brazilian material law shall apply, the seat shall be in Brazil, and ad hoc arbitration can only be admitted in exceptional cases. As previously noted, in general, the arbitration shall be carried out before an arbitral institution from a list of pre-approved entities by the Federal Attorneys’ Office (Advocacia-Geral da União – AGU”). To be included in such a list, the arbitral institution shall have been working for more than 3 years, be widely known for its ethics, competence, and experience, and have its own rules translated into Portuguese. If the arbitration clause does not set forth the applicable rules, the private party may choose among one of the listed arbitral institutions. Subject to the approval of the federal entity, the respondent shall have at least sixty days to answer the request for arbitration.

The arbitrators shall have 24 months from the terms of reference signature to issue the final award. This deadline can be extended only once. The private party shall advance the arbitration court fees, the arbitrators’ fees and the fees of the court-expert. The final award shall allocate the responsibility for court and arbitrator’s fee according to the dispute’s outcome. The costs of expert witnesses and other party-appointed experts shall be borne by each party. The costs with attorneys are not reimbursable, but the attorneys of the winning party shall be entitled to sucumbência (i.e., a separate award of fees over and above any award granted to the winning party).

The federal entities shall be represented in the arbitrations by the Federal Attorney’s Office (AGU), which can request that federal public officers issue expert opinions. The parties are free to appoint arbitrators, subject to the requirements of the Brazilian Arbitration Act (which does not prohibit foreigners), provided that such individuals are knowledgeable of the subject-matter of the dispute. It is interesting that the decree mentions the possibility to apply “international standards of conflict of interest,” which is a clear reference to the International Bar Association Guidelines on Conflicts of Interest in International Arbitration.

The Federal Government has not only launched an aggressive privatization plan but also wishes to renegotiate older concessions to bring in more private infrastructure investments. In this context, the existence of an efficient and neutral method for dispute resolution such as arbitration is key for the success of these plans. Although the decree has some protectionist features, (such as the mandatory application of Brazilian Law and the choice of seat within the country, not to mention the obligation to advance the costs) its rules bring about a functional legal framework that could foster better arbitration with state-owned entities.

A.1.4   Brazilian Statute on Expropriation was an amendment to authorize mediation and arbitration

On 26 August 2019, Law No.13.867/19 was published, amending Decree-Law No. 3.365/41(Brazilian Statute on Expropriation). The modifications authorized the establishment of the amount for expropriation and eminent domain reimbursement through mediation and/or arbitration. This statute provides that the government must present the owner with an indemnification offer. The owner then has 15 days to accept it. Its silence shall be considered as a denial of the offer.

In case of a denial of the offer, (besides the option of a judicial lawsuit) the owner has the alternative of choosing mediation and/or arbitration to discuss the amount of expropriations or eminent domain indemnification. In both cases, the owner must choose one of the institutions previously registered in the government database. Mediation will follow the rules provided by the Mediation Law (Law No. 13.140/15), whilst arbitration will follow the Arbitration Law (Law No. 9.307/96). It will also be applicable to the specific regulations provided by the agencies and specialized institutions.

This Law has been in effect since its publication for expropriations initiated since the date of its publication.

A.1.5   Brazilian Superior Court releases a summary with its main decisions on arbitration

The Brazilian Superior Court (Superior Tribunal de Justiça or STJ), which is the highest court for non-constitutional matters, has published a summary with its main decisions on arbitration. The court called those decisions “theses” and they should serve as references for similar cases.[1]

• The arbitration agreement, in the arbitration commitment modality as well as in the arbitration clause, once contracted by the parties, enjoys binding effect and obligatory character, giving the elected arbitral tribunal the competence to resolve the dispute and derogate the state jurisdiction.[2]
• Once a contract has an express agreement to arbitrate, any denial of jurisdiction of the arbitration must take place through an express declaration of will by both parties, and so cannot be said to have been implicitly waived by either party.[3]
• An agreement to arbitration triggers the arbitral tribunal’s jurisdiction to decide any matter related to the existence, the validity and the effectiveness of the arbitration agreement.[4]
• The State Court may, under exceptional situations, declare an arbitration agreement void, regardless of the arbitration proceedings’ status if the arbitration agreement prima facie violates the law.[5]
• The Brazilian Arbitration Act (Law 9.307/96) applies to all contracts with arbitration clauses, even if such clauses were entered into before the enactment of the Act (Precedent n. 485/STJ).[6]
• The efficacy of an arbitration clause will not be deemed to have been waived if, before the constitution of the arbitration tribunal, a party brings a request for urgent relief in state courts.[7]
• The arbitrator does not have coercive power, it is the courts’ responsibility for the compulsory enforcement of the rights as set out in the arbitration award.[8]
• The activity developed within the scope of arbitration has jurisdictional nature, which enables the existence of a conflict of jurisdiction between the state courts and arbitral tribunals. The Superior Court of Justice shall resolve any such conflict.[9]
• The party can be served the arbitration by any means which can lead to unequivocal evidence of receipt and such service of process cannot be an obstacle to the recognition in Brazil of a foreign arbitral award.[10]
• The consumer’s legislation prevents the previous and compulsory adoption of arbitration at the moment of the contract’s signature but does not forbid that afterward, the parties agree to arbitration.[11]
• Given the coercive force of the condominium convention, if it has an arbitration clause, any member of the condominium shall abide by any such clauses and shall not submit such disputes to state courts.[12]
• There is no legal obstacle to arbitration involving government entities, particularly government-controlled corporations, for the resolution of conflicts related to waivable rights.[13]

A.2      Institutions, Rules and Infrastructure

The Chamber for Mediation and Business Arbitration of Brazil (CAMARB) has updated its arbitration rules. Following the increase of arbitration involving the government, the new rules include a chapter about proceedings to which the government is a party. Those provisions are applicable to arbitration proceedings involving entities governed by the public law regime and that is part of the public sector (State Entities). They might also be applied by the mutual agreement of the parties to proceedings where any private legal entities subject to the public law regime are a party to the dispute.

CAMARB will disclose on its site the existence of those proceedings, the date of the request for arbitration as well as the name of the involved parties. CAMARB will also disclose the final award, except if the parties do not agree as such.

B. CASES

B.1      Brazilian Superior Court of Justice once again acknowledges the Kompetenz-Kompetenz

On 26 June 2019, the Brazilian Superior Court of Justice judged the appeal REsp 1.598.220/RN.[14] The case involved as appellant Sonangol Starfish Oil& Gas S.A., (“Sonagol”) a company for oil and gas extraction. The appellee was TGP do BRASIL Ltda., (“TGP”) a company that measures energy. The parties entered into a contract for the supply of services (“Contract”). The contract was an adhesion contract, i.e., TGP had accepted Sonagol’s standard contractual conditions.

The confrontation began when TGP brought an action against Sonangol before a local court after Sonagol unilaterally terminated the Contract. TGP alleged that the termination was abusive and sought a court order to keep the Contract in effect. Alternatively, it requested damages for the losses arising from the wrongful termination. Sonagol challenged the court’s jurisdiction, as there was an arbitration clause in the Contract.

The local judicial court upheld jurisdiction, considering each party’s different bargaining power, making an analogy to a consumers’ relation which requires express consent for the arbitration agreement under the Consumers’ Protection Code. Sonangol filed an appeal alleging that the court had no jurisdiction to decide on the validity of the arbitration agreement. However, the same decision was upheld by the State Court. Sonagol once again appealed. Before the Brazilian Superior Court of Justice, Sonagol stated that in light of the Kompetenz-Kompetenz, the state court lacked jurisdiction to decide on the validity of the arbitration agreement.

The Brazilian Superior Court of Justice held that the state court did not have jurisdiction either to hear the dispute or to decide on the validity of the arbitration agreement, for different reasons. First, article 8 Brazilian Arbitration Act recognizes the principle of Kompetenz-Kompetenz. Considering that an arbitral tribunal shall decide on its own competence, an arbitration agreement derogates the jurisdiction of the state courts. Consequently, the discussion on the arbitration agreement’s validity shall be submitted to an arbitral tribunal. Second, the Superior Court found that the parties’ relationship cannot be compared to a consumer relation and, thus, the Consumers’ Protection Code is not applicable. Both parties work in the field of gas energy. Therefore, regardless of their economic differences, both of them have the capability to negotiate.

This decision is in line with previous awards from the Brazilian Superior Court. The court has constantly reiterated the principle of Kompetenz-Kompetenz as well as its pro-arbitration approach.

B.2      Brazilian Superior Court of Justice ruled in favor of the Arbitral Tribunal’s Competence to decide upon the participation of the Brazilian Union

This is an arbitration between Petrobras, its controlling shareholder, which is the Brazilian Union, and other shareholders. A mass operation against corruption in Brazil (Car Wash Operation) negatively affected the market value of Petrobras, which has an arbitration clause in its by-laws. The minority of stakeholders (“Claimants”) brought an arbitration against both Petrobras and the Brazilian Union in the chamber of Brazilian stock exchange (“CAM-BOVESPA”) claiming losses.

The Brazilian Union filed an action at a judicial court and requested an injunction declaring it was not obliged to participate in the arbitral proceedings. The state court granted the injunction and ordered the CAM-BOVESPA to remove the Federal Government from the arbitration.

The Claimants appealed and the Superior Court of Justice in its preliminary decision acknowledged the principle of Kompetenz-Kompetenz, provided for in article 8 of the Brazilian Arbitration Act, to maintain the Brazilian Union as respondent until a decision of the arbitration tribunal[15]. This is another relevant precedent sustaining an important principle in favor of arbitration.

B.3      The Court of Appeals the State of São Paulo suspended the execution of an award because an arbitrator failed to disclose relevant information regarding his independence

In October 2019, the Court of Appeals of the State of São Paulo judged the interlocutory appeal n. 2166470-26.2019.8.26.0000[16], concerning a request for the annulment of an arbitral award. The Appellant filed a request for injunction relief aiming at the suspension of the enforcement of the arbitral award. It grounded its request on the allegation that the Presiding Arbitrator was previously appointed by the opposing party to act in other proceedings, facts which were not disclosed during the arbitration.

The Court of Appeals of the State of São Paulo ruled that the trust of the parties and the duty to disclose are two fundamental elements in selecting an arbitrator, per articles 13 and 14 of the Brazilian Arbitration Act. In that case, the Presiding Arbitrator failed to disclose important information about a past relationship with one of the parties before the award, thereby breaching those duties. The court temporarily suspended the enforcement of the award and will probably annul the decision, ordering that another proceeding be commenced, with a new presiding arbitrator.

[1] Thesis 8 refers to the Brazilian Code of Civil Procedure of 1973, which has been revoked and is no longer in force. To avoid misunderstandings, we did not reproduced it here.

[2] Brazilian Superior Court, case n. REsp 1733685/SP, fourth panel, Reporting Justice Raul Araújo, judged on November 06, 2018; Brazilian Superior Court, case n. AgInt no AREsp 425931/MG, third panel, Reporting Justice Ricardo Villas Bôas Cueva, judged on October 15, 2018; Brazilian Superior Court, case n. REsp 1639035/SP, third panel, Reporting JusticePaulo de Tarso Sanseverino, judged on September 18, 2018; Brazilian Superior Court, case n. AgInt no AgInt no AREsp 1096912/SP, fourth panel, Reporting Justice Luis Felipe Salomão, judged on February 20, 2018; Brazilian Superior Court, case n. REsp 1694826/GO, third panel, Reporting Justice Nancy Andrighi, judged on November 07, 2017.

[3] Brazilian Superior Court, case n. REsp 1678667/RJ, fourth panel, Reporting Justice Raul Araujo, judged on November 06, 2018; Brazilian Superior Court, case n. SEC 1/EX, especial court, Reporting Justice Maria Thereza de Assis Moura, judged on October 19, 2011.

[4] Brazilian Superior Court, case n. HDE 120/EX, especial court, Reporting Justice Nancy Andrighi, judged on December 18, 2018; Brazilian Superior Court, case n. AgInt no AREsp 425955/MG, third panel, Reporting Justice Ricardo Villas Bôas Cueva, judged on February 25, 2019. Brazilian Superior Court, case n. REsp 1678667/RJ, fourth panel, Reporting Justice Raul Araújo, judged on November 06, 2018. Brazilian Superior Court, case n. CC 150830/PA, second section, Reporting Justice Marco Aurélio Bellizze, judged oin October 10, 2018; Brazilian Superior Court, case n. Rcl 36459/DF, second section, Reporting Justice Paulo de Tarso Sanseverino, judged on September 26, 2018; Brazilian Superior Court, case n. AgInt no CC 156133/BA, first section, Reporting Justice Gurgel de Faria.

[5] Brazilian Superior Court, case n. AgInt nos EDcl no AREsp 975050/MG, third panel, Reporting Justice Ricardo Villas Bôas Cueva, judged on Ocotber 10, 2017; Brazilian Superior Court, case n. REsp 1602076/SP, third panel, Reporting Justice Nancy Andrighi, judged on September 15, 2016.

[6] Brazilian Superior Court, case n. REsp 1189050/SP, fourth panel, Reporting Justice Luis Felipe Salomão, judged on March 01, 2016; Brazilian Superior Court, case n. AgRg no REsp 1275618/SP, fourth panel, Reporting Justice Maria Isabel Gallotti, judged on February 18, 2016; Brazilian Superior Court, case n. REsp 933371/RJ, first panel, Reporting Justice Arnaldo Esteves Lima, judged on September 02, 2010; Brazilian Superior Court, case n. AgRg na MC 14130/RJ, first panel, Reporting Justice Denise Arruda, judged on Ocotber 07, 2008. Brazilian Superior Court, case n. SEC 894/UY, especial court, Reporting JusticeNancy Andrighi, judged on August 20, 2008; Brazilian Superior Court, case n. CR 009874/CH, President of the Brazilian Court of Justice, Reporting Justice Laurita Vaz, judged on June 18, 2015.

[7] Brazilian Superior Court, case n. REsp 1698730/SP, third panel, Reporting Justice Marco Aurélio Bellizze, judged on May 08, 2018; Brazilian Superior Court, case n. REsp 1586383/MG, fourth panel, Reporting Justice Maria Isabel Gallotti, judged on December 05, 2017; Brazilian Superior Court, case n. REsp 1694826/GO, third panel, Reporting Justice Nancy Andrighi, judged on November 07, 2017. Brazilian Superior Court, case n. REsp 1325847/AP, third panel, Reporting Justice Paulo de Tarso Sanseverino, judged on March 05, 2015; Brazilian Superior Court, case n. REsp 1780747/RS, Reporting Justice Marco Buzzi, judged on February 04, 2019.

[8] Brazilian Superior Court, case n. REsp 1733685/SP, fourth panel, Reporting Justice Raul Araújo, judged on November 06, 2018; Brazilain Superior Court, case n. CC 150830/PA, second section, Reporting Justice Marco Aurélio Bellizze, judged on October 10, 2018; Brazilian Superior Court, case n. REsp 1465535/SP, fourth panel, Reporting Justice Luis Felipe Salomão, judged on June 21, 2016; Brazilian Superior Court, case n. REsp 1373710/MG, third panel, Reporting Justice Ricardo Villas Bôas Cueva, judged on April 07, 2015; Brazilian Superior Court, case n. REsp 1312651/SP, fourth panel, Reporting Justice Marco Buzzi, judged on February 18, 2014; Brazilian Superior Court, case n. REsp 1277725/AM, third panel, Reporting Justice Nancy Andrighi, judged on March 12, 2013.

[9] Brazilian Superior Court, case n. CC 157099/RJ, second section, Reporting Justice Nancy Andrighi, judged on October 10, 2018; Brazilian Superior Court, case n. CC 150830/PA, second section, Reporting Justice Marco Aurélio Bellizze, judged on October 10, 2018; Brazilian Superior Court, case n. AgInt at CC 156133/BA, first section, Reporting Justice Gurgel de Faria, judged on August 22, 2018; Brazilian Superior Court, case n. AgInt at CC 153498/RJ, second section, Reporting Justice Moura Ribeiro, judged on May 05, 2018; Brazilian Superior Court, case n. EDcl at CC 148932/RJ, second section, Reporting Justice Ricardo Villas Bôas Cueva, judged on April 25, 2018; Brazilian Supeior Court, case n. CC 139519/RJ, first section, Reporting Justice Regina Helena Costa, judged on October 11, 2017.

[10] Brazilian Superior Court, case n. SEC 11463/EX, especial court, Reporting Justice Herman Benjamin, judged on August 16, 2017; Brazilian Superior Court, case n. SEC 12041/EX, especial court, Reporting Justice Humberto Martins, judged on December 16, 2016; Brazilian Superior Court, case n. SEC 10702/EX, espcial court, judged on March 23, 2015; Brazilian Superior Court, case n. SEC 8847/EX, especial court, Reporting JusticeJoão Otávio de Noronha, judged on November 20, 2013; Brazilain Superior Court, case n. SEC 6760/EX, especial court, Reporting Justice Sidnei Beneti, judged on April 25, 2013.

[11] Brazilian Superior Court, case n. AgInt at AREsp 1192648/GO, fourth panel, Reporting Justice Raul Araújo, judged on November 27, 2018; Brazilian Superior Court, case n. AgInt at AREsp 1152469/GO, fourth panel, Reporting Justice Nancy Andrighi, third panel, judged on February 27, 2018; Brazilian Superior Court, case n. REsp 1628819/MG, third panel, Reporting Justice Nancy Andrighi, judged on February 27, 2018; Brazilian Superior Court, case n. REsp 1189050/SP, fourth panel, Reporting Justice Luis Felipe Salomão, judged on March 01, 2016; Brazilian Superior Court, case n. AgRg at EDcl at Ag 1101015/RJ, fourth panel, Reporting Justice Aldir Passarinho Junior, judged on March 17, 2011; Brazilian Superior Court, case n. AREsp 1438331/GO, third panel, Reporting Justice Marco Aurélio Bellizze, judged on February 21, 2019.

[12] Brazilian Superior Court, case n. REsp 1733370/GO, third panel, Reporting Justice Moura Ribeiro, judged on June 26, 2018.

[13] Brazilian Superior Court, case n. CC 139519/RJ, first section, Reporting Justice Regina Helena Costa, judged on October 11, 2017; Brazilian Superior Court, case n. REsp 904813/PR, third panel, Reporting Justice Nancy Andrighi, judged on October 20, 2011; Brazilian Superior Court, case n. REsp 904813/PR, third section, Reporting Justice Nancy Andrighi, judged on October 20, 2011. Brazilian Superior Court, case n. MS 11308/DF, first section, Reporting Justice Luiz Fux, judged on April 09, 2008; Brazilian Superior Court, case n. REsp 606345/RS, second pannel, Reporting Justice João Otáveio de Noronha, judged on May 17, 2007; Brazilian Superior Court, case n. REsp 1436312/MG, first panel, Reporting Justice Benedito Gonçalves, judged on April 03, 2017; Brazilian Superior Curt, case n. REsp 1284633/PR, second panel, Reporting Justice Assusete Magalhães, judged on March 08, 2017.

[14] Brazilian Superior Court, case n. REsp 1.598.220/RN, third panel, Reporting Justice Paulo de Tarso Sanseverino, judged on June 26, 2019.

[15] Brazilian Superior Court, case n.CC 151.130/SP, Reporting Justice Nancy Andrighi, judged on May 07, 2018.

[16] Court of Appeals of the State of São Paulo, case n. 2166470-26.2019.8.26.0000, judged on October 9, 2019.