Court File and Parties
COURT FILE NO.: CV-19-3004 DATE: 2021 02 22 SUPERIOR COURT OF JUSTICE - ONTARIO
RE: Bo Xiang, Xinyu Hu and Rui Xu, Plaintiffs AND: Atlas Healthcare (Brampton) Ltd., Atlas (Brampton) Limited Partnership and Peter Grigoras, Defendants
BEFORE: Doi J.
COUNSEL: Nathaniel Read-Ellis, for the Moving Plaintiffs Jeffrey A. Kaufman and Diana Blesko, for the Responding Defendants
HEARD: December 16, 2020
Endorsement
Overview
1The Plaintiffs seek summary judgment for liquidated damages in respect of four short-term lending agreements that the Defendant Atlas (Brampton) Limited Partnership (“Atlas LP”) failed to repay. One such agreement was guaranteed by the Defendant Atlas Healthcare (Brampton) Ltd. (“Atlas Ltd.”). Two others are said to have been guaranteed by the Defendant Peter Grigoras. The fourth agreement was not guaranteed.
2At the return of this motion, the Defendants withdrew their arguments to oppose summary judgment being granted against Atlas LP and Atlas Ltd. (the “Atlas Entities”). In submissions, they acknowledged having no grounds to oppose summary judgment against these entities.
3The remaining issues in dispute are whether summary judgment should be granted against Mr. Grigoras as the guarantor for Atlas LP under a loan agreement with Bo Xiang dated May 23, 2018 (the “Xiang Loan Agreement”), and as the guarantor for a promissory note with Rui Xu dated August 21, 2018 (the “Xu Promissory Note”). Mr. Grigoras submits that Ms. Xiang’s claim was improperly brought because she did not make a proper demand for payment under the guarantee before bringing this action. He also claims that he did not guarantee the Xu Promissory Note.
4As set out below, I am satisfied that summary judgment should be granted in respect of the claims against the Atlas Entities and against Mr. Grigoras on his guarantee for the Xiang Loan Agreement. However, I find that judgment should not be granted against Mr. Grigoras on the Xu Promissory Note.
Background
5Mr. Grigoras is a commercial property developer. He carries on business through a number of affiliated entities, which include the Atlas Entities. Atlas Ltd. is Atlas LP’s general partner. Both entities were established to pursue development projects.
6This action seeks to recover amounts owed under four (4) lending agreements, which are detailed below.
a. The Hu and Xiang Loan Agreements
7Xinyu Hu and Bo Xiang are spouses.
8On January 5, 2018, Mr. Hu entered into a loan agreement with Atlas LP as the borrower and Atlas Ltd. as the guarantor (the “Hu Loan Agreement”). Under the agreement, Mr. Hu loaned $300,000.00 to Atlas LP. The principal amount of the loan was due on July 5, 2018, with interest accrued at 15% per annum and due with the principal. Mr. Hu’s wife, Ms. Xiang, executed the loan agreement on his behalf. The agreement was accompanied by a promissory note that was signed by Mr. Grigoras for the Atlas Entities and by Ms. Xiang on behalf of Mr. Hu.
9On May 23, 2018, Ms. Xiang loaned $250,000.00 to Atlas LP under the Xiang Loan Agreement. Mr. Grigoras personally guaranteed the loan. The agreement called for the principal amount to be repaid by July 23, 2018, with interest accrued at 20% per annum and due on the same date. A promissory note and guarantee were executed by the parties and attached as schedules to the loan agreement.
10The amounts owed under the Hu Loan Agreement and the Xiang Loan Agreement went unpaid after their July 5 and 23, 2018 due dates, respectively. On July 27, 2018, Ms. Xiang emailed Mr. Grigoras to demand repayment of both loans. Although Mr. Grigoras did not respond, he has conceded that he received Ms. Xiang’s emailed demand.
11On September 11, 2018, and October 2, 2018, Ms. Xiang followed up with Mr. Grigoras to ask for a meeting to discuss repayment. On October 4, 2018, Mr. Grigoras and his colleague, Hailey Qiang, met with Ms. Xiang and Mr. Hu to discuss the loans. Mr. Grigoras purportedly assured Ms. Xiang and Mr. Hu that their loans would be repaid by mid-November 2018.
12On November 11, 2018, Ms. Xiang loaned $50,000.00 to Atlas (Richmond Hill) Limited Partnership (“Atlas (RH) LP”) under a loan agreement (the “Third Loan Agreement”) with interest at 15% per annum. The $50,000.00 loan principal reflected the interest payable under the prior loan agreements (i.e., $38,404.11 of interest from January 5, 2018 to November 11, 2018 under the Hu Loan Agreement, and $11,595.89 of interest from May 23, 2018 to August 16, 2018 under the Xiang Loan Agreement), which had not been repaid as of November 11, 2018, and was being reinvested in Atlas (RH) LP. Although Ms. Xiang claims that Mr. Grigoras guaranteed the Third Loan Agreement, the guarantee was not produced on the motion. The Third Loan Agreement expressly provided that the Hu and Xiang Loan Agreements would continue to accrue interest at their 15% and 20% annual rates, respectively. Ms. Xiang agreed to the Third Loan Agreement understanding that the purpose of the loan was to remove a construction lien from property that Mr. Grigoras wished to develop through Atlas (RH) LP.
13Importantly, no amendments to the terms of the earlier Hu or Xiang Loan Agreements were discussed or made. Based on Mr. Grigoras’ assurances at the October 4, 2018 meeting, Ms. Xiang and Mr. Hu understood that the principal amounts owed under these earlier loans were to be repaid by mid-November 2018.
14The amounts owed under the Hu, Xiang and Third Loan Agreements, respectively, were unpaid. From December 3, 2018 to May 3, 2019, Ms. Xiang and Mr. Grigoras exchanged text and email messages to discuss a repayment of the loans. Given the redundant nature of the Third Loan Agreement, Ms. Xiang did not pursue repayment for this loan and does not seek to recover funds under that agreement on this motion.
b. The Xu Promissory Note and the Xu Loan Agreement
15On August 21, 2018, Ms. Xu and Atlas LP entered into a subscription agreement for 400 Class J units in Atlas LP at $1,000.00 per unit (the “Subscription Agreement”). The transaction included a side agreement (the “Side Agreement”), as further discussed below. Mr. Grigoras signed a promissory note for Atlas LP dated August 21, 2018 (the “Xu Promissory Note”) which defined him as the “Guarantor” on the note:
THIS PROMISSORY NOTE (“Note”) is executed and delivered by Atlas (Brampton) Limited Partnership (the “Partnership”), a limited partnership formed pursuant to the laws of the province of Ontario, under and pursuant to the terms of a certain Agreement dated as of August 21, 2018 (together with all extensions, renewals, amendments, substitutions or replacements, the “Agreement”), by and between Rui Xu (the “Subscriber”), the Partnership, and Peter Grigoras (the “Guarantor”). [underlined emphasis added]
16When cross-examined on her affidavit to support this motion, Ms. Xu claimed that she had asked Mr. Grigoras to guarantee the transaction.
17On August 23, 2018, Ms. Xu provided $400,000.00 to Atlas LP to pay for her subscription.
18The Xu Promissory Note required Atlas LP to repay Ms. Xu the $400,000.00 principal amount of her subscription on February 21, 2019. Atlas LP did not make this repayment.
19The Side Agreement for the transaction gave Ms. Xu a put option to require a redemption of her Class J units in Atlas LP on the following terms:
At any time from 6 months from the date of this Agreement, or at such time as otherwise agreed by the parties in writing, the Subscriber shall have the right to require the Partnership to purchase some or all of the Units (the “Put Option”), on terms and conditions such that the proceeds of the sale of such purchased Units is an amount equal to the initial investment of such purchased Units plus a fifteen percent (15%) per annum, non-compounded, fixed rate of return on its Initial Investment of the purchased Units (the “Put Option Price”).
20By April 28, 2019, Ms. Xu exercised the put option by emailing Mr. Grigoras. However, Mr. Grigoras did not respond. To date, Ms. Xu has not received repayment on the amounts owing on the Xu Promissory Note and her Class J units in Atlas LP have not been repurchased.
21On November 10, 2018, Ms. Xu entered into an agreement with Atlas LP to lend the partnership a further $72,000.00 (the “Xu Loan Agreement”). The Xu Loan Agreement provided that the loan would accrue interest at 15% per year and be repaid on January 10, 2019. To date, the loan remains unpaid.
Summary Judgment
22Rule 20.04(2) of the Rules of Civil Procedure provides as follows: The court shall grant summary judgment if,
(a) the court is satisfied that there is no genuine issue requiring a trial with respect to a claim or defence; or
(b) the parties agree to have all or part of the claim determined by a summary judgment and the court is satisfied that it is appropriate to grant summary judgment.
23Summary judgment rules are interpreted broadly to favour proportionality and fair access to an affordable, timely and just adjudication of claims: Hryniak v. Mauldin, 2014 SCC 7 at para 5. An issue should be decided on a summary judgment motion where the process allows the court to make necessary findings of fact and apply the law to those facts in a proportional, more expeditious and less expensive way to achieve a just result in lieu of a trial: Hryniak at para 49.
24On a motion for summary judgment under Rule 20.04, the court should first decide whether there is a genuine issue requiring a trial based only on the evidence before it, without using fact-finding powers. There will be no genuine issue requiring a trial if the summary judgment process provides the court with the evidence required to fairly and justly adjudicate the dispute in a timely, affordable and proportionate procedure under Rule 20.04(2)(a). If there appears to be a genuine issue requiring a trial, the court should then decide if the need for a trial may be avoided by using its fact-finding powers under Rule 20.04(2.1): Hryniak at para 66.
25The court is entitled to assume that the record on a summary judgment motion contains all the evidence that the parties would present if the matter proceeded to trial: Sweda Farms Ltd. v. Egg Farmers of Ontario, 2014 ONSC 1200 at paras 26-27, aff’d 2014 ONCA 878, leave to appeal to SCC refused, [2015] SCCA No 97. It is settled that both parties on a summary judgment motion are obliged to put their best foot forward: Mazza v. Ornge Corporate Services Inc., 2016 ONCA 753 at para 9.
26On a summary judgment motion, the court may grant judgment in favour of a responding party even in the absence of a cross-motion for such relief: Meridian Credit Union Limited v. Baig, 2016 ONCA 150 at para 17, leave to appeal denied 2016 SCCA No 173.
Analysis
a. Summary Judgment Against the Atlas Entities
27The parties agree that there is no genuine issue requiring a trial in respect of the claims against Atlas LP and Atlas Ltd., respectively. The parties agree that the loans under the Hu and Xu Loan Agreements are overdue and unpaid. The parties also agree that the loans under the Xiang Loan Agreement and the Xu Promissory Note are past due and remain unpaid by the borrowers, Atlas Ltd. and Atlas LP, respectively. The Defendants abandoned the earlier positions taken on behalf of the Atlas Entities and have conceded liability for the claims against both entities. The parties accept that the claims against the Atlas Entities are amenable to summary judgment and agree to having them decided on this motion.
28Having regard to the record, I am satisfied that there is no genuine issue requiring a trial in respect of the claims against the Atlas Entities. In my view, the record on this motion affords an evidentiary basis to make necessary factual and legal findings to establish liability against these entities without a trial in a timely, affordable and proportionate fashion. Accordingly, I find that judgment should be awarded against Atlas LP and Atlas Ltd. as follows:
a. The Atlas Entities are jointly and severally liable to pay Mr. Hu $300,000.00 plus interest at the rate of 15% per annum from January 5, 2018;
b. Atlas LP is liable to pay Ms. Xu $72,000.00 plus interest at 15% per annum from November 10, 2018;
c. Atlas Ltd. is liable to pay Ms. Xiang $250,000.00 plus interest at 20% per annum from May 23, 2018; and
d. Atlas LP is liable to pay Ms. Xu $400,000.00 plus interest at 15% per annum from August 23, 2018.
b. The Demand for Repayment under the Guarantee for the Xiang Loan Agreement
29The central issue in dispute on the Xiang Loan Agreement arises in respect of Mr. Grigoras’ guarantee on the loan. He claims that Ms. Xiang did not properly demand the repayment of the loan before commencing this action as required by the terms of the Guarantee. Ms. Xiang disagrees and submits that she fulfilled this condition by making a sufficient demand for repayment before bringing this action. As explained below, I am satisfied that Ms. Xiang made a sufficient demand.
30Under the Xiang Loan Agreement, Ms. Xiang loaned $250,000.00 to Atlas Ltd. with interest set at 20% per year. To secure the loan, Mr. Grigoras provided Ms. Xiang with the guarantee dated May 23, 2018 at Schedule “B” to the Xiang Loan Agreement (the “Guarantee”). Paragraph (d) of the Guarantee states:
No suit based on this Guarantee shall be initiated until demand for payment has been made, and demand for payment shall be deemed to have been effectually made upon the Guarantor if and when an envelope containing such demand addressed to the Guarantor at the address of the Guarantor’s last known to the Lender is posted by registered mail, postage prepaid, in any Government of Canada Post office, and if posted as aforesaid, shall be deemed to have been effectually made upon the Guarantor, on the forth [sic] day following the posting of such demand.
31On July 27, 2018, Ms. Xiang emailed Mr. Grigoras to demand repayment of her loan and Mr. Hu’s loan. Mr. Grigoras did not respond to her email but has conceded that he received it.
32In submissions, Mr. Grigoras took the position that paragraph (d) of the Guarantee required Ms. Xiang to make her demand for repayment by sending it by prepaid registered mail to his last known address. Respectfully, I am not persuaded by this submission.
33Where the obligation of a third-party guarantor is to pay on demand, making a demand is a condition precedent to that obligation: Bank of Nova Scotia v. Williamson, 2009 ONCA 754 at para 13. The rationale for this is to give the guarantor an opportunity to marshal funds before the obligation is due: Ibid, citing Brown's Estate (Re), [1893] 2 Ch 300 (Ch Div) at 304-305. An on-demand guarantee is only effective after the lender makes a demand that is adequate under the terms of the guarantee. Without a necessary demand for payment, there can be no action on the guarantee and the case fails: Ibid; Sysco Canada, Inc. v. C.J.M. Service Limited, 2011 NLTD 46 at para 25-26. Should a guarantee expressly call for a demand to be made in a certain fashion, the court would insist on compliance in that manner: 56730 Alberta Ltd. v. Lavigne, 2013 ABQB 233 at para 24. However, that situation does not arise in this case.
34In my view, paragraph (d) of the Guarantee merely describes one method to serve a demand for repayment that, if used, is deemed to constitute a valid demand. Importantly, the language in paragraph (d) does not require a demand for repayment to only be made by prepaid registered mail, or state that this method of delivery is the only permissible way to serve such a demand under the Guarantee. Paragraph (d) simply requires a demand for repayment to be made before an action on the Guarantee is instituted. Other courts have arrived at similar findings in cases with guarantees featuring comparable demand precondition terms: 56730 Alberta Ltd. at para 25; Royal Bank v. W. Got & Associates Electric Ltd., [1994] AJ No 94 (QB) at para 150; upheld 1997 ABCA 136; affirmed 1999 SCC 714, [1999] 3 SCR 408. More recently, a comparably worded notice provision was found to not preclude other means of notice: Premium Properties Ltd. v. Subway Franchise Restaurants, 2014 ONSC 3150 at paras 36-38.
35Given the language in paragraph (d) of the Guarantee, I am satisfied that Ms. Xiang was able to make her repayment demand to Mr. Grigoras by using a form of communication other than prepaid registered mail, which is what she did. On July 27, 2018, Ms. Xiang emailed her demand for repayment to Mr. Grigoras, who received her email message. As a result, I am satisfied that Ms. Xiang made a proper demand and fulfilled the requirement to do so under paragraph (d) of the Guarantee before bringing this action.
36The only defence raised by Mr. Grigoras to the Guarantee claim was the notice argument. Having regard to the record on this motion, I am satisfied that there is no genuine issue that requires a trial in respect of Mr. Grigoras’ guarantee under the Xiang Loan Agreement. I am satisfied that the record gives an evidentiary basis to make the necessary factual and legal findings to establish that Mr. Grigoras is liable for Ms. Xiang’s claim against him on the Guarantee. Accordingly, I find that Ms. Xiang should have judgment against him on this guarantee.
c. The Alleged Guarantee for the Xu Loan Agreement
37Ms. Xu claims that Mr. Grigoras gave a guarantee for the Xu Promissory Note, and seeks to recover payment on the note from him. Mr. Grigoras takes the position that he did not guarantee this note, and submits that Ms. Xu may only recover her subscription payment from Atlas LP.
38As set out earlier, Ms. Xu signed a Subscription Agreement with Atlas LP on August 21, 2018 to buy 400 Class J units in Atlas LP at $1,000.00 per unit (i.e., for a total investment of $400,000.00). As part of the transaction, Ms. Xu and Atlas LP executed the Side Agreement dated August 21, 2018, that gave her a put option after 6 months (i.e., any time on or after February 21, 2019) to require Atlas LP to purchase the units with a 15% annual interest rate. The transaction included the Xu Promissory Note dated August 21, 2018 by which Atlas LP promised to pay $400,000.00 to Ms. Xu on February 21, 2019.
39The Xu Promissory Note defines Mr. Grigoras as the “Guarantor” in its first paragraph, which reads:
THIS PROMISSORY NOTE (“Note”) is executed and delivered by Atlas (Brampton) Limited Partnership (the “Partnership”), a limited partnership formed pursuant to the laws of the province of Ontario, under and pursuant to the terms of a certain Agreement dated as of August 21, 2018 (together with all extensions, renewals, amendments, substitutions or replacements, the “Agreement”), by and between Rui Xu (the “Subscriber”), the Partnership, and Peter Grigoras (the “Guarantor”). [Emphasis added]
40Relying solely on the definition of Mr. Grigoras as the “Guarantor,” Ms. Xu submits that he should be held liable to guarantee the note. However, there is no language in the note, or in any companion document, that provides any terms or conditions for a guarantee. No other record shows that a guarantee was given. According to his signature block on the note, Mr. Grigoras signed the document for Atlas LP by its general partner, Atlas Ltd., in his role as the president of the company and not in his personal capacity as a guarantor.
41When cross-examined on her affidavit, Ms. Xu stated that Mr. Grigoras gave a guarantee on the Xu Promissory Note at her request. She claims that the guarantee is found in the note, which was drafted by or for Mr. Grigoras and given to her with his signature. In her view, Mr. Grigoras is personally liable to guarantee the note because the above-reproduced language defines him as the guarantor. However, when asked to describe the terms of the guarantee, she simply responded that the note speaks for itself.
42Mr. Grigoras submits that the impugned wording found in the first paragraph to the Xu Promissory Note is not sufficient to bind him as a guarantor. In his submission, there are no terms or conditions to properly establish a guarantee for the note. He submits that he did not sign the note as a guarantor.
43A guarantee has been defined as follows:
A contractual obligation undertaken by one person (known as the “guarantor” or “surety”) in ‘which he promises that a second person (known as the “principal”) shall perform a contract, or fulfill some other obligation, and if the principal does not then the surety will do it for the principal.
Edwards v. Karpacs and Bacsa, 2010 ONSC 5939 at para 26, affirmed 2011 ONCA 520. As a guarantee is a contractual obligation, the extent of a guarantor’s liability under a guarantee is a matter of contractual interpretation with respect to the construction of the guarantee at issue: Manufacturers Life Insurance v. Zellagate Holdings Inc., [1999] OJ No 800 (Gen Div) at para 9.
44Generally, the law of contractual interpretation seeks to give effect to the intention of the parties to an agreement. The words of a contract must always be the starting point for contractual interpretation, and any legitimate interpretation of a contract must be consistent with the language used: Geoff R. Hall, Canadian Contractual Interpretation Law (3rd ed., 2016) at p. 11. For a concluded contract to exist, the court must find that the parties mutually intended to create a legally binding contract and reached an agreement on all of its essential terms: Olivieri v. Sherman, 2007 ONCA 491 at para 41; Bawitko Investments Ltd. v. Kernels Popcorn Ltd. (1991), 79 DLR (4th) 97 (ONCA) at paras 103-4. Determining whether a concluded agreement exists does not depend upon the actual state of mind of a party or the parole evidence of a party’s subjective intention. Where the agreement is in writing, it is measured by an objective reading of the language chosen by the parties to reflect their agreement: Olivieri at para 44.
45Where the contract is incomplete because essential provisions have not been settled or agreed upon, or the contract is too general or uncertain to be valid in itself, then the agreement will not be enforced: Bawitko at para 13. The terms by which an agreement are to be governed are manifestly essential to the formation of a binding contract: Bawitko at para 14. There is no enforceable contract where the provisions of what has been agreed are insufficiently certain: Hall at p. 207; Picavet v. Clute, 2012 ONSC 2221 at para 11.
46The exercise of interpreting contracts has “evolved towards a practical, common-sense approach not dominated by technical rules of construction:” Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 at para 47. The overriding concern when interpreting a contract is to determine the intent of the parties and the scope of their understanding by reading the contract as a whole, giving the words used their ordinary and grammatical meaning, in keeping with the surrounding circumstances known to the parties when the contract was formed: Ibid.
47Importantly, while the surrounding circumstances are to be considered when interpreting the terms of a contract, they must never be allowed to overwhelm the words of that agreement: Sattva at para 57. Although an examination of the surrounding circumstances will inform the court’s understanding of the intentions of the parties as expressed in the words of a contract, the interpretation of a written contractual provision must always be grounded in the text and read in light of the entire agreement. Surrounding circumstances may aid the interpretive process, but cannot be used to deviate from the text to effectively create a new agreement: Ibid; Glaswegian Enterprises Inc. v. B.C. Tel Mobility Cellular Inc. at para 20.
48The court will not make a contract for the parties if they have not agreed on its essential terms: Picavet v. Clute, 2012 ONSC 2221 at paras 12-13; Kelly v. Watson (1921), 1921 SCC 23, 61 SCR 482 at 490; Hornstein v. Kats, 2020 ONSC 870 at para 200.
49The text of the first paragraph to the Xu Promissory Note purports to define Mr. Grigoras as the “Guarantor” to the note. Aside from this, there is no language in the note or any companion document to establish a guarantee. There are simply no essential terms or conditions in the note to create a guarantee. As such, I am unable to find that the note provides for a guarantee.
50Without actual terms or conditions, a guarantee cannot be found to exist. Governing terms are essential to form a binding contract: Bawitko at para 14. Without them, an agreement will be too uncertain to enforce: Bawitko at para 13. Although Ms. Xu claims that Ms. Grigoras gave her a guarantee on the note, her evidence cannot overwhelm or deviate from the actual words found in the note to effectively create a new agreement: Sattva at para 57; Glaswegian at para 20.
51Having regard to its language, I conclude that the essential terms to establish a guarantee are not apparent in the Xu Promissory Note and cannot be determined with reasonable certainty: Picavet at para 10. As a result, I find that Mr. Grigoras is not liable to Ms. Xu as a guarantor under the note. To find otherwise would, in my view, effectively require the court to make a guarantee for the parties: Picavet at paras 12-13; Kelly at 490; Hornstein at para 200.
52I add that the purported guarantee cannot be enforced as an oral agreement as s. 4 of the Statute of Frauds, RSO 1990, c. S.19, requires a guarantee to be in writing to be enforceable: Entry Point Investments v. Invis Inc., 2015 ONCA 701 at para 10.
53Accordingly, I find that summary judgment should be granted to dismiss Ms. Xu’s claim against Mr. Grigoras under the Xu Promissory Note: Meridian at para 17. The record on this motion provides necessary evidence to permit the court to make findings of fact and apply the law to those facts. In my view, summary judgment is a proportionate, more expeditious, and less costly process to arrive at a fair and just outcome. I find no genuine issue for trial regarding Ms. Xu’s claim against Mr. Grigoras under the note.
Outcome
54Based on the foregoing, I make the following orders:
a. Atlas LP and Atlas Ltd. are jointly and severally liable to pay Mr. Hu $300,000.00 plus interest at the rate of 15% per annum from January 5, 2018;
b. Atlas Ltd. and Mr. Grigoras are jointly and severally liable to pay Ms. Xiang $250,000.00 plus interest at the rate of 20% per annum from May 23, 2018;
c. Atlas LP is liable to pay Ms. Xu $400,000.00 plus interest at 15% per annum from August 23, 2018;
d. Atlas LP is liable to pay Ms. Xu $72,000.00 plus interest at 15% per annum from November 10, 2018; and
e. Ms. Xu’s claim against Mr. Grigoras as the guarantor under the Xu Promissory Note is dismissed.
55If the parties are unable resolve the issue of costs for this motion, the Plaintiffs may deliver brief costs submissions of up to 2 pages (excluding any costs outline or offer to settle) within 15 days, and the Defendants may deliver responding submissions on the same terms within a further 15 days. Reply submissions shall not be delivered without leave.
Doi J.
Date: February 22, 2021