CITATION: Mr. Lube Canada Limited Partnership v. 2070778 Ontario Limited, 2016 ONSC 7707

COURT FILE NOS.: 599/16 and 945/16

DATE: 2016-12-08

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

MR. LUBE CANADA LIMITED PARTNERSHIP

Applicant

– and –

2070778 ONTARIO LIMITED, 2070801 ONTARIO LIMITED, 2070800 ONTARIO LIMITED, 1580805 ONTARIO LIMTIED, MYJKL INVESTMENTS LIMITED, MICHAEL LESAGE, and JIM VINCENT

Respondents

AND BETWEEN:

2070778 ONTARIO LIMITED

Applicant

-and-

MR. LUBE CANADA LIMITED PARTNERSHIP and MR. LUBE CANADA GP INC. in its capacity as general partners of MR. LUBE CANADA LIMITED PARTNERSHIP

Respondents

Brendan Wong and Suzanne Kittell, for the Applicant

Daniel J. MacKeigan, for the Respondents

Daniel J. MacKeigan, for the Applicant

Brendan Wong and Suzanne Kittell, for the Respondents

HEARD: December 5, 2016

REASONS FOR JUDGMENT

gray j.

[1] There are two applications, which are opposite sides of the same coin.

[2] 2070778 Ontario Limited (“207’) is a franchisee of Mr. Lube Canada Limited Partnership (“Mr. Lube”), and operates at a location on Speers Road in Oakville. As it does with almost all of its franchisees, Mr. Lube leases the premises used by its franchisees, and subleases them to the franchisees.

[3] In this case, in addition to the rent that is otherwise payable under the sublease, there is also payable certain additional rent consisting of 2% of gross sales made by this particular franchisee. 207 disputes its obligation to pay this amount, and has brought its application for a declaration that it is not required to pay it. For its part, Mr. Lube has brought its application to require 207 and a number of guarantors to pay it.

[4] The disputed rent is being paid into a lawyer’s trust account pending the outcome of these proceedings.

[5] For the reasons that follow, I hold that Mr. Lube is entitled to charge the disputed rent.

Background

[6] It is unnecessary to get into the technicalities of how Mr. Lube Canada Limited Partnership ultimately became the franchisor, and it is sufficient to say simply that it is the franchisor of Mr. Lube automotive maintenance stores across Canada.

[7] 207 is a franchisee, and operates a Mr. Lube Automotive Service Centre at 345 Speers Road in Oakville. The other respondents to the application brought by Mr. Lube are guarantors of the sublease under which 207 operates.

[8] The majority shareholder of 207 is Michael LeSage. Mr. LeSage, in 2013 and 2014, was also the president of Mr. Lube’s franchisee association. As such, he was responsible for representing the concerns of Mr. Lube’s franchisees.

[9] Generally speaking, franchisees enter into two primary agreements: a franchise agreement; and a lease. While there is some dispute about this, which will be discussed more fully later, Mr. Lube says the franchise fee, whether on the opening of a new franchise or on the renewal of an existing franchise, is up to $50,000.

[10] While a franchise lease can technically be a lease directly from the landlord of a particular site, almost invariably a franchisee is subject to a sublease from Mr. Lube.

[11] Mr. Lube says that within a sublease, the subtenant is charged rent which is basically the amount payable by Mr. Lube to the landlord under the head lease, plus some additional amounts. In addition, depending on the age of the operation and other factors at Mr. Lube’s discretion, the franchisee may be charged an additional amount equal to 2% of gross sales, which Mr. Lube calls “2% Rent”.

[12] Mr. LeSage became involved in the Speers road location in 2004 and 2005, when he negotiated with Mr. Lube to become a franchisee. In early January, 2005, he received an information package from Mr. Lube, which included information as to the term of a prospective franchise at that location, which was defined as the term remaining on the lease. The term on the sublease at that time expired on September 7, 2014. Furthermore, information was provided that showed that the opening date of a franchise at that location was September 24, 1990. The rent structure at that location was disclosed, dating from January 1, 1991 to September 8, 2014.

[13] On May 23, 2005, 207 became a franchisee. On that date, 207 executed a capital asset purchase agreement, a franchise agreement, an assignment and assumption of sublease, and a lease amendment agreement.

[14] Section 5.3 of the capital asset purchase agreement provided that for up to a maximum of 20 years from May 24, 2005, Mr. Lube would not charge the franchisee “any additional franchise licence fee on account of a renewal of the franchise licences for any of the sites.”

[15] The term of the franchise agreement extended from May 24, 2005 to September 7, 2014. 207 was not charged a franchise fee. The term of the sublease extended from May 23, 2005 to September 7, 2014. The lease amendment agreement added an additional rent equal to five per cent of the minimum rent due under the head lease, and certain other additional rent.

[16] According to Mr. Lube, as of May 23, 2005, a franchise at the Speers Road location had already been operating for 15 years. The franchise agreement and sublease were both in year 11 of 20 year terms.

[17] The agreements executed in May, 2005, terminated on September 7, 2014. Thus, the franchise at Speers Road was up for renegotiation for a term that would commence on September 8, 2014.

[18] On August 5, 2014, Mr. Lube delivered what it called a Disclosure Package to 207 regarding the renewal of the franchise at Speers Road. The “Package” contained a disclosure document; a disclosure receipt; an agreement respecting rights; a franchise agreement; a sublease agreement; and a LubeSoft software sub-licence agreement. Mr. LeSage personally received the package. He signed the disclosure receipt on behalf of 207 on August 20, 2014.

[19] Mr. LeSage signed a franchise agreement for the Speers Road location effective September 8, 2014. He initialled every page of the agreement. The agreement did not include anything called a franchise renewal fee.

[20] Mr. LeSage also signed, on behalf of 207, the 2014 sublease, and he initialled every page. On page three of the sublease, initialled by Mr. LeSage, was section 1.1 (m), which included the following sentence:

In addition, and only effective as of 8 September 2014, Rent will include that amount that is two percent (2%) of Gross Sales.

[21] Mr. Lube has invoiced 207 for the 2% Rent, but it has not been paid. On April 2, 2015, Mr. Lube sent a letter to 207, enclosing an invoice for the 2% Rent for the period from September 8, 2014 to March 29, 2015, totalling $13,176.08. On June 2, 2015, counsel for 207 took the position that the 2% Rent had not been properly disclosed, and was a breach of s.5.3 of the 2005 capital asset purchase agreement.

[22] The Franchise Disclosure Document, which was hand delivered to Mr. LeSage, consists of 278 pages. Included in the document are a number of exhibits, some of which are relevant to this case. Section 8.6 of the Franchise Disclosure Document reads as follows:

8.6 Information respecting the specific and proposed Mr. Lube Service Centre to be located at 345 Speers Road, Oakville, Ontario is attached hereto and is incorporated within this part as exhibit “H”.

[23] Section 8.20(a) of the Disclosure Document, under the heading “Sublease Rent” provides as follows:

(a) Unless the franchisee leases the Premises directly from the landlord with the Franchisor’s approval, the franchisee will pay rent to the Franchisor for the Premises as set forth in the Sublease (see the Franchisor’s standard from of Sublease attached as Exhibit “B” to this Disclosure Document, and described elsewhere herein). Such rent will include an amount payable for the account of the Franchisor which is equal to five percent (5%) of the Base Rent amount payable to the landlord under the premises lease. “Base Rent” is defined in the Sublease attached as Exhibit “B” to this Disclosure Document. In addition to the foregoing, such rent may also include an amount equal to two percent (2%) of Gross Sales, as that term is defined in the franchise Agreement attached as Exhibit “A” to this Disclosure Document, depending on various factors including whether the site has been a Mr. Lube Service Centre for at least twenty (2) years.

[Emphasis added]

[24] Exhibit “B” to the Disclosure Document is a specimen sublease. Section 1.1 (m) defines “Rent”, in specimen terms as follows:

“Rent” means the amount that is the aggregate of Base Rent and Additional Rent and any other amount that is payable by the Sub-Landlord pursuant to or in connection with the Head Lease. In addition, and only effective as of «M_1_Sublease_RentFuture_Start_Date» [OR on the twentieth anniversary of the Commencement Date], Rent will include that amount that is two percent (2%) of Gross Sales.] [ALTERNATE: if 2% is already collected, use: In addition, and effective since «M_2_Sublease_RentFuture_Start_Dates», Rent includes that amount that is two percent (2%) of Gross Sales.] [Emphasis added]

[25] Exhibit “G” to the Disclosure Document is what is called a “Franchise Price Menu”. It refers to a “Franchise Licence Fee” as being “up to a maximum of $50,000”. Also referred to is what is called “Percentage Rent”, which is referred to as “2% of Gross Sales”. In the same exhibit, the term “Franchise Licence Fee” is stated to be as follows: “During the first twenty (20) years of a franchisee’s use of a new store as a Mr. Lube Service Centre, Mr. Lube Canada charges a licence fee calculated at the rate of $2,500 per year.” The term “Percentage Rent” is stated to be as follows: “A rental charge with respect to a location that has been in use as a Mr. Lube Service Centre for at least twenty (20) years.”

[26] Exhibit “H” to the Disclosure Document, “Location Information”, in its entirety reads as follows:

SUBLEASE SUMMARY

Sublease Term:

Current term will expire 7 September 2014; new five-year term will commence 8 September 2014 and will expire 7 September 2019 (“New Term”)

Base Rent:

Base Rent for current term is $97,000 per year plus applicable taxes; Base Rent during New Term will be $101,000 per year plus applicable taxes.

Special Provisions:

Site Specific Percentage Rent equal to 2% of Gross Sales will be payable with effect as of 8 September 2014.

[Emphasis added]

[27] Included within the “Disclosure Package”, but not part of the Disclosure Document, were draft agreements specific to Speers Road and 207. They were: (a) an agreement respecting rights; (b) a franchise agreement; (c) a sublease; and (d) a LubeSoft software sub-licence.

[28] As noted earlier, those documents were executed on behalf of 207 by Mr. LeSage. In the sublease, executed by Mr. LeSage is the following provision:

(m) “Rent” means the amount that is the aggregate of Base Rent and Additional Rent and any other amount that is payable by the Sub-Landlord to the Head Landlord pursuant to or in connection with the Head Lease. In addition, and only effective as of 8 September 2014, Rent will include that amount that is two percent (2%) of Gross Sales. [Emphasis added]

[29] While Mr. LeSage, on his cross-examination on his affidavit, originally took the position that he did not receive Exhibit “H”, which specifically disclosed the existence of the 2% Rent, I am satisfied, after reviewing the transcript of his cross-examination, that he ultimately admitted that it was delivered to him. However, I am also satisfied that he probably did not read the exhibit or any other documents that would have disclosed the existence of the 2% Rent.

[30] It should be noted that as the President of the franchisees’ association, Mr. LeSage was active in campaigning against the tendency of Mr. Lube to charge the 2% Rent on the renewal of franchises at locations that had operated as Mr. Lube franchises for more than 20 years.

Submissions

[31] Mr. Wong, counsel for Mr. Lube, submits that I should determine that Mr. Lube is perfectly entitled to charge the 2% Rent.

[32] Mr. Wong submits that the possibility that 207 could be charged the 2% Rent was fully disclosed in the Disclosure Document, and was clearly set out as an obligation in the executed sublease.

[33] Mr. Wong submits that there has been no violation of the Arthur Wishart Act (Franchise Disclosure), 2000, and there is simply no basis for contending, as 207 does, that the 2% Rent can somehow be construed as part of a franchise fee. While it was agreed in the 2005 agreement that 207 would not be charged a franchise fee, it is clear that 207 has never been charged a franchise fee. The term is not defined in the Arthur Wishart Act, and it is clear that it was always referred to as a fee of up to $50,000 that was dependent upon the length of time the franchise was operative.

[34] The parties were perfectly entitled to define the rent to be paid to Mr. Lube in any way they chose, and, as they did in this case, as including an amount based on gross sales.

[35] Mr. Wong submits that Mr. LeSage could hardly have been surprised that Mr. Lube would seek to include a requirement to pay the 2% Rent, as Mr. LeSage had campaigned against it in his capacity as the President of the franchisees’ association.

[36] Mr. MacKeigan, counsel for 207, submits that the 2% Rent is void or unenforceable, on a number of grounds:

a) it is a franchise fee in disguise, and it had been agreed in the original asset purchase agreement that there would be no franchise fees for 20 years;

b) it had been represented to Mr. LeSage that rent would remain at competitive market rates for 20 years; 2% Rent would have the effect of increasing rent above market rates;

c) the 2% Rent was not disclosed to 207 prior to the execution of the Franchise Agreement or the Sublease in September, 2014;

d) the 2% Rent was not specifically drawn to Mr. LeSage’s attention before he executed the Agreements, and in the circumstances it would be unconscionable to allow Mr. Lube to collect it.

[37] Mr. MacKeigan notes that the “Price Menu”, Exhibit “G” to the Disclosure Document, refers to “Percentage Rent” as a discretionary item that could apply to locations that had been in existence for 20 years. Since 207 had entered into an agreement that provided that no new franchise fees would apply for 20 years, the term is ambiguous. Furthermore, the draft sublease defines “Rent” in ambiguous terms.

[38] Mr. MacKeigan submits that Exhibit “H” is a single page in a 278-page document. In order to constitute proper disclosure, the franchisor should have specifically drawn the exhibit to the franchisee’s attention. The franchisor did not do so, and thus it must be concluded that proper disclosure as required by the Arthur Wishart Act has not been effected.

[39] Mr. MacKeigan submits that the 2% Rent is, in fact, a disguised franchise fee. He notes that the term “franchise fee” is not defined. In this case, the so-called 2% Rent is based on gross sales. It bears little resemblance to what would normally be considered rent, which is either based on what the franchisor would pay to the head landlord, or bears some relationship to market rents. In this case, it is based on neither. It is more reasonable to conclude that this payment is actually a fee that is more properly characterised as part of a franchise fee.

[40] Since it was agreed, in 2005, that there would be no additional franchise fees for a period of 20 years, this species of franchise fee is prohibited. Thus, the franchisee cannot be required to pay it.

[41] Authorities referred to by the parties include 2189205 Ontario Inc. v. Springdale Pizza Depot Ltd., 2011 ONCA 467; 779975 Ontario Ltd. v. Mmmuffins Canada Corp. (2009), 62 B.L.R. (4th) 137 (Ont. S.C.J.); Apblouin Imports Ltd. v. Global Diaper Services Inc., 2014 ONSC 2592; Chavdarova v. Staffing Exchange Inc., [2016] O.J. No. 1310 (S.C.J); aff’d [2016] O.J. No. 5911 (C.A.); Glasner v. Royal Lepage Real Estate Services Ltd. (1992), 28 R.P.R. (2d) 72 (B.C.S.C.); Raibex Canada Ltd. v. ASWR Franchising Corp., 2016 ONSC 5575; Salah v. Timothy’s Coffees of the World Inc. (2009), 65 B.L.R. (4th) 235 (Ont. S.C.J.); aff’d 2010 ONCA 673; Stepps Investments Ltd. v. Security Capital Corporation Ltd. (1976), 14 O.R. (2d) 259 (H.C.J.); 6792341 Canada Inc. v. Dollar It Limited (2009), 2009 ONCA 385, 95 O.R. (3d) 291 (C.A.); 1490664 Ontario Ltd. v. Dig This Garden Retailers Ltd., [2005] O.J. No. 3040 (C.A.); and TA & K Enterprises Inc. v. Suncor Energy Products Inc., 2010 ONSC 7022; aff’d 2011 ONCA 613.

Analysis

[42] Certain provisions of the Arthur Wishart Act have relevance. They include:

1. (1) In this Act,

“disclosure document” means the disclosure document required by section 5; (“document d’information”)

“franchise agreement” means any agreement that relates to a franchise between,

(a) a franchisor or franchisor’s associate, and

(b) a franchisee; (“contrat de franchisage”)

“material fact” includes any information about the business, operations, capital or control of the franchisor or franchisor’s associate, or about the franchise system, that would reasonably be expected to have a significant effect on the value or price of the franchise to be granted or the decision to acquire the franchise; (“fait important”)

“misrepresentation” includes,

(a) an untrue statement of a material fact, or

(b) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made; (“présentation inexacte des faits”)

“prospective franchisee” means a person who has indicated, directly or indirectly, to a franchisor or a franchisor’s associate, agent or broker an interest in entering into a franchise agreement, and a person whom a franchisor or a franchisor’s associate, agent or broker, directly or indirectly, invites to enter into a franchise agreement; (“franchisé éventuel”)

5. (1) A franchisor shall provide a prospective franchisee with a disclosure document and the prospective franchisee shall receive the disclosure document not less than 14 days before the earlier of,

(a) the signing by the prospective franchisee of the franchise agreement or any other agreement relating to the franchise; and

(b) the payment of any consideration by or on behalf of the prospective franchisee to the franchisor or franchisor’s associate relating to the franchise. 2000, c. 3, s. 5 (1).

Methods of delivery

(2) A disclosure document may be delivered personally, by registered mail or by any other prescribed method. 2000, c. 3, s. 5 (2).

Same

(3) A disclosure document must be one document, delivered as required under subsections (1) and (2) as one document at one time. 2000, c. 3, s. 5 (3).

Contents of disclosure document

(4) The disclosure document shall contain,

(a) all material facts, including material facts as prescribed;

(b) financial statements as prescribed;

(c) copies of all proposed franchise agreements and other agreements relating to the franchise to be signed by the prospective franchisee;

(d) statements as prescribed for the purposes of assisting the prospective franchisee in making informed investment decisions; and

(e) other information and copies of documents as prescribed. 2000, c. 3, s. 5 (4).

Material change

(5) The franchisor shall provide the prospective franchisee with a written statement of any material change, and the franchisee must receive such statement, as soon as practicable after the change has occurred and before the earlier of,

(a) the signing by the prospective franchisee of the franchise agreement or any other agreement relating to the franchise; and

(b) the payment of any consideration by or on behalf of the prospective franchisee to the franchisor or franchisor’s associate relating to the franchise. 2000, c. 3, s. 5 (5).

Information to be accurate, clear, concise

(6) All information in a disclosure document and a statement of a material change shall be accurately, clearly and concisely set out. 2000, c. 3, s. 5 (6).

Rescission for late disclosure

6. (1) A franchisee may rescind the franchise agreement, without penalty or obligation, no later than 60 days after receiving the disclosure document, if the franchisor failed to provide the disclosure document or a statement of material change within the time required by section 5 or if the contents of the disclosure document did not meet the requirements of section 5. 2000, c. 3, s. 6 (1).

Damages for misrepresentation, failure to disclose

7. (1) If a franchisee suffers a loss because of a misrepresentation contained in the disclosure document or in a statement of a material change or as a result of the franchisor’s failure to comply in any way with section 5, the franchisee has a right of action for damages against,

(a) the franchisor;

(b) the franchisor’s agent;

(c) the franchisor’s broker, being a person other than the franchisor, franchisor’s associate, franchisor’s agent or franchisee, who grants, markets or otherwise offers to grant a franchise, or who arranges for the grant of a franchise;

(d) the franchisor’s associate; and

(e) every person who signed the disclosure document or statement of material change. 2000, c. 3, s. 7 (1).

Deemed reliance on misrepresentation

(2) If a disclosure document or statement of material change contains a misrepresentation, a franchisee who acquired a franchise to which the disclosure document or statement of material change relates shall be deemed to have relied on the misrepresentation. 2000, c. 3, s. 7 (2).

Deemed reliance on disclosure document

(3) If a franchisor failed to comply with section 5 with respect to a statement of material change, a franchisee who acquired a franchise to which the material change relates shall be deemed to have relied on the information set out in the disclosure document. 2000, c. 3, s. 7 (3).

Burden of proof

12. In any proceeding under this Act, the burden of proving an exemption or an exclusion from a requirement or provision is on the person claiming it. 2000, c. 3, s. 12.

[43] In this case, assuming the franchisor did not comply with s.5 of the Act, the franchisee does not seek rescission pursuant to s.6, or damages pursuant to s.7. Rather, the franchisee argues that it is entitled to ignore a provision in the sublease that it says was not adequately disclosed in the Disclosure Document.

[44] In my view, such an argument cannot succeed. The remedies prescribed by the Arthur Wishart Act are twofold: rescission or damages. The remedy sought by the franchisee in this case, must be addressed, if at all, pursuant to common law principles.

[45] What the franchisee is really arguing, in my view, is a species of non est factum.

[46] At common law, such an argument does not assist the franchisee. Non est factum is of narrow import. It applies where two conditions are met:

a) a party signing a document has a fundamental misunderstanding as to the nature or effect of the document, and not merely as to its contents; and

b) the party has not been guilty of carelessness in signing the document without being aware of its contents.

[47] See, in this connection, Saunders v. Anglia Building Society, [1971] A.C. 1039 (H.L.); Prudential Trust Co. v. Cugnet, [1956] S.C.R. 914; and Marvco Color Research Ltd. v. Harris, [1982] 2 S.C.R. 774.

[48] In this case, Mr. LeSage signed the various documents without reading them, or in any event did not read the relevant passages in the Disclosure Document or the sublease that would have clearly disclosed that 207 was to pay the 2% Rent. It is clear from Marvco, supra, that if one fails to read an agreement, one is bound nevertheless.

[49] In any event, I see no violation of s.5 of the Arthur Wishart Act. The Disclosure Document clearly disclosed the existence of the 2% Rent in Exhibit “H”. There is no ambiguity.

[50] This is not a case like Stepps Investment, supra, where a number of drafts had been exchanged between the parties and Grange J. held that it was necessary, in the circumstances, for a party to draw to the attention of the other party the fact that a change had been made in an earlier draft. In the case before me, a brand new relationship was being proposed, and a disclosure document, required by statute, contained information that, if Mr. LeSage had read it, would have disclosed exactly what was on foot.

[51] I do not accept Mr. MacKeigan’s argument that 207 must be relieved of its obligation to pay the 2% Rent on the basis of an alleged representation, made before the 2005 agreement was reached, to the effect that 207 would be charged no more than market rents. Assuming such a representation was made, reliance upon it would be barred by section 9.3 of the 2005 agreement, which reads as follows:

9.3 This Agreement contains the entire agreement between the parties in respect of the subject matter of this Agreement and other than as expressly set out in this Agreement supersedes all prior warranties, representations, dealings, understandings, expectations, terms, conditions or collateral agreements, whether express, implied or statutory. No amendment, supplement, modification, waiver, qualification or termination of this Agreement will be binding unless executed in writing to be so bound.

[52] Similar provisions were included in virtually every agreement executed between the parties.

[53] I do not agree with Mr. MacKeigan that the 2% Rent is somehow to be treated as a franchise fee, and thus prohibited by the 2005 agreement. In my view, it was clear from Exhibit “G” to the Disclosure Document that there was a clear difference between a franchise fee and percentage rent, and it was clear from the past dealings the parties had that they clearly understood what a franchise fee was.

[54] Furthermore, I think the reasoning of the Court of Appeal in TA & K Enterprises, supra is apposite. In that case, it was argued that royalties or payments for goods and services could constitute a franchise fee. The Court of Appeal disagreed. As stated by Goudge J.A. at para.26, “Taking these considerations together, I agree with the motion judge that a franchise fee is in the nature of a fee paid for the right to become a franchisee. It does not include royalties or payments for goods and services.” By analogy, it seems to me that an ongoing payment in the nature of percentage rent is likewise not a franchise fee.

Disposition

[55] For the foregoing reasons, Mr. Lube’s application is granted, and 207’s application is dismissed.

[56] I will entertain brief written submissions with respect to costs, not to exceed three pages together with a costs outline or bill of costs. Mr. Wong will have five days to file submissions, and Mr. MacKeigan will have five days to respond. Mr. Wong will have three days to reply.

Gray J.

Released: December 8, 2016

CITATION: Mr. Lube Canada Limited v. 2070778 Ontario Limited, 2016 ONSC 7707

COURT FILE NO.: 599/16 945/16

DATE: 2016-12-08

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

MR. LUBE CANADA LIMITED PARTNERSHIP

Applicant

– and –

2070778 ONTARIO LIMITED, 2070801 ONTARIO LIMITED, 2070800 ONTARIO LIMITED, 1580805 ONTARIO LIMTIED, MYJKL INVESTMENTS LIMITED, MICHAEL LESAGE, and JIM VINCENT

Respondents

AND BETWEEN:

2070778 ONTARIO LIMITED

Applicant

-and-

MR. LUBE CANADA LIMITED PARTNERSHIP and MR. LUBE CANADA GP INC. in its capacity as general partners of MR. LUBE CANADA LIMITED PARTNERSHIP

Respondents

REASONS FOR JUDGMENT

Gray J.

Released: December 8, 2016