COURT FILE NO.: CV-21-00659921-0000
DATE: 20210830
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Anderson Learning Inc., operating as Bond International College
Plaintiff
– and –
Birchmount Howden Property Holdings Inc.
Defendant
Robert B. Macdonald, for the Plaintiff
Sharon IIvasky, for the Defendant
HEARD: May 14, 2021
STEWarT J.
Nature of the Motions
[1] A motion has been brought by the Plaintiff Anderson Learning Inc., operating as Bond International College (“Bond”) for a declaration that its purported lease renewal notices provided to the Defendant Birchmount Howden Property Holdings Inc. (“Birchmount Howden”) are valid and subsisting, and that the term of the lease between the parties thereby has been extended to August 31, 2025.
[2] Birchmount Howden has brought a cross-motion for a declaration that the lease was not validly renewed by Bond and thereby Birchmount Howden is free to re-let or sell the premises with no further obligation to Bond.
[3] Given the nature of the issue, each motion is essentially one for partial summary judgment in favor of the respective moving party. Although there may be resulting damages claims or for other relief to be addressed in the proceedings, both parties agree that the central issue in dispute is capable of being fairly and properly determined on the evidence submitted on this motion and does not require a trial.
Background Facts
[4] The relevant facts and documentation have been set out and identified in affidavits filed by principals for the corporate parties. There are few, if any, facts in serious dispute. Rather, the main issue between the parties is whether the facts and documentation of exchanged communication between the parties and their conduct as described by them adequately support a conclusion that the lease was (or was not) validly extended in accordance with its provisions.
[5] Bond operates two schools from premises at 1500 Birchmount Road, Toronto which it has leased from Birchmount Howden since 2010. The schools are known as Bond International College and Bond Academy and serve about 280 students who range from nursery school age to Grade 12.
[6] The leased property comprises approximately 52,500 square feet of space that has been configured and outfitted for the operation of the schools. The initial term of the lease is 10 years, and began on September 1, 2020 and was to end on August 31, 2020 unless the lease was renewed by Bond in accordance with the option contained in the lease.
[7] Pursuant to Section 2.03(a) of the lease, Bond may renew the lease for two additional terms of five years each, as follows:
If the Tenant duly and regularly pays all Rent at the times prescribed in this Lease and performs all covenants, provisos and agreements on the part of the Tenant to be paid and performed in this Lease, and provided that the Tenant is not then in default under the terms of this Lease, the Tenant shall have the option to renew this Lease for two additional terms of five (5) years each. The Rent for the additional terms shall be based on the fair market rental value for comparable premises in the vicinity of the Leased Premises at the date which is six months prior to the expiration of the first renewal Term or initial Term.
If the Landlord and the Tenant cannot agree on fair market rent by the date which is three months prior to the expiration of the current Term, the rental rate shall be determined by arbitration under the Arbitration Act (Ontario).
[8] Further, Section 2.03(b) of the lease states:
The Tenant shall exercise its right of renewal by delivering to the Landlord, in writing, notice of the Tenant's intention of renewal at least six (6) months prior to the expiry of the original term herein, failing which the Tenant's rights of renewal shall be deemed to be null and void.
[9] Exercise of the option to extend the lease in this case therefore was required to be provided in writing by Bond by no later than February 28, 2020.
[10] Pursuant to Section 2.05 of the lease Bond also has the right to match any offers from third parties to purchase the property which Birchmount Howden was willing to accept. Provided that Bond is not then in default of the lease, and upon the receipt by Birchmount Howden of any offer:
(a) Birchmount Howden is obligated to make an offer in writing to Bond upon the same terms and provisions of the offer it has received;
(b) Bond has five business days thereafter to accept Birchmount Howden's offer;
(c) If Bond does not accept Birchmount Howden's offer within five days, then Bond is deemed to have refused the offer, and the right to match thereafter is null and void;
(d) Otherwise, and if Bond does accept the offer within five business days, it is obligated to purchase the property from Birchmount Howden in accordance with the terms of the offer.
[11] On February 11, 2020 Chris Hinn on behalf of Birchmount Howden wrote to John Healey, Bond's principal, to inquire whether there was any update with respect to Bond's intention to renew the lease and whether Bond was "staying or leaving". Hinn also indicated that he "got two calls today and need[ed] to know", thereby suggesting that other parties had expressed interest in the property.
[12] Healey promptly responded to Hinn by email and advised that Bond would be extending the lease. He also indicated that a further communication would be forthcoming before the end of February, as follows:
We will be extending the lease. We are working on identifying some issues that we would like to include in the extension. We will send you those details that we would like to discuss. It is our plan to respond before the end of February.
[13] On February 28, 2020 the promised communication referred to in Healey’s email was delivered to Hinn. In an email to Hinn of that date entitled "Lease Renewal – 1500 Birchmount Road", Healey advised Hinn that he had enclosed a letter from Bond's Director and Officer, Dr. Ningyu Li, regarding "the extension of our lease agreement".
[14] Bond's intention to renew the lease was likewise referred to in both the subject line and opening line of Li's letter, as follows:
RE: Renewal of Lease Option
DATE: February 28, 2020
This is written confirmation of the Bond Education Group's intent to extend the lease at 1500 Birchmount Road, Scarborough.
[15] At the time that Li's letter was delivered to Hinn, Bond had duly and regularly paid all rent, performed all of its obligations under the lease, and was not otherwise in default.
[16] By way of background, during the year previous to this exchange Hinn had sent a proposed “Amending Agreement” to Bond that contained a proposal for increased rent for the property for a further ten-year term. In the context of a discussion about the amount of rent that should be paid in the future by it, Bond wanted Birchmount Howden to address issues such as the installation of HVAC units, repairs to fire door frames, placement of student lockers and maintenance of the gym and cafeteria.
[17] In her letter of February 28, 2020 Li responded to the previous rent and term proposals made by Hinn and indicated that Bond wanted the same terms and conditions of the original lease but would be prepared to extend the lease for three years with one option to renew for a further three years with rent for the first three years fixed at $21 per square foot including utilities.
[18] Hinn provided two responses dated February 28, 2020. In his first response, he stated:
"Ur really exposing your self u have past ur renewed deadline I have buyers lined up for a vacant building so me I'm not sure ul have a deal with me. The rent I sent you is what I'm looking for and you will have a week to make up ur minds."
[19] Several minutes later, Hinn provided a second response. With respect to Li’s comments about the Amending Agreement, Hinn rejected Bond’s suggestion of a three-year extension at a fixed rent, as follows:
"No interest in this offer. Must be 5 years plus the rent can't be met. And other terms are all fine."
[20] In the months following February 2020 Bond attempted to negotiate the rent paid to Birchmount Howden. Bond, as an institution with a predominantly international student population from China, was being seriously negatively affected by the COVID-19 global pandemic. The school was required to close on March 17, 2020 pursuant to government order. International enrolment for the 2020/2021 academic year decreased by 80%.
[21] On April 23, 2020 Bond approached Hinn to inquire whether Birchmount Howden would be content with continuing to be paid at the then current rental rate ($18.75 per square foot) for an additional two years, with years three to five to be further negotiated. On that same day, Hinn responded and advised that he would work with Bond to resolve the rental rate issue.
[22] On April 25, 2020 Hinn offered to extend the lease payment terms one year at a time, with the first year to paid at the same rate as Bond had been paying up to then.
[23] On April 29, 2020 Bond acknowledged Hinn’s professed flexibility in extending the rental rate year-by-year. Given the continued hardship that Bond was experiencing due to the pandemic, Bond asked Hinn whether Birchmount Howden would be prepared to offer a 30% discount on the rent due under the lease until Bond had secured additional funding in view of the fact that Bond was not consuming electricity, water or heat at the property. This proposal was rejected.
[24] Bond’s premises remained closed for May and June 2020, as it was forced to switch to remote learning. Because of the resulting financial hardship it had endured, Bond says it could only afford to pay 70% of the rent for May and June 2020. Bond then received two demand letters from Birchmount Howden's solicitors on June 5 and 24, 2020 seeking immediate payment of outstanding rent for May and June and Bond was warned that if it failed to comply, the lease would terminate on August 31, 2020.
[25] On June 26, 2020 Bond and Hinn met to discuss the rent issue. At this meeting, Bond asserts that Hinn agreed to maintain the 2020 rental rate for the first two years of the renewal term, and to thereafter negotiate a new rate for the remaining three years of the renewal term.
[26] Hinn told Li that, while he was unable to provide Bond with a discount of any amounts owing for May and June 2020, he would provide a 25% discount to Bond on a go-forward basis provided rent was paid fifteen days in advance and Bond had paid all amounts outstanding. Hinn memorialized what had been promised in writing, signed the document, and give it to Li. The existence and authenticity of this document is not in dispute.
[27] In July 2020, Bond invested in some refurbishment of the school premises and started the enrolment process for its 2021-2022 academic year.
[28] In late August 2020, Healey wrote to Hinn to ask if new windows could be installed at the school, and further inquired about the possibility of providing air purifiers for Bond's classrooms in order to improve air flow due to COVID-19 related concerns. Hinn responded that he was unsure whether installing air purifiers would be realistic. Hinn also informed Healey that a third party had conditionally purchased the property but that he would work on a new ten-year lease for Bond.
[29] While this caught Bond by surprise, Bond asserts that it was not the first time that Hinn had inaccurately claimed to have sold the property on behalf of Birchmount Howden. If Birchmount Howden had indeed sold the property, such sale had been done without compliance by it with Bond’s rights under the lease. Bond was not given notice of the proposed sale, was not provided with the terms of any offer, and was not provided with an opportunity to match it.
[30] Bond continued to duly and regularly pay all rent in accordance with the terms agreed to during the June 26, 2020 meeting between Li and Hinn.
[31] On January 27, 2021 Hinn confirmed to Li that Birchmount Howden had agreed to sell the property to a third party for $71 million. Nevertheless, in light of the history between the parties, Bond remained unsure whether the property was actually to be sold or if Birchmount Howden was seeking to extract some concessions from it. No compliance with the terms of the lease governing a sale or Bond’s right of first refusal was demonstrated by Birchmount Howden.
[32] In March 2021, Birchmount Howden delivered two drafts of an estoppel certificate to Bond with a request that they be signed and returned as soon as possible. The proposed estoppel certificate contained the following provisions:
That Tenant has possession of the Premises and acknowledges that under the provisions of the Lease, the Lease Term commenced on September 1, 2010 for a term of approximately 120 months ending on August 31, 2020. Pursuant to verbal agreement between Birchmount Howden Property Holdings Inc. (as successor in interest to Landlord under the Lease) and Tenant, the Lease was extended until August 31, 2021 at which time the Lease shall expire. The Tenant acknowledges and agrees that there are no further options to renew the Lease past August 31, 2021.
Tenant does not have any right of first offer/refusal to purchase or other purchase option under the Lease except for that certain Right to Match under Section 2.05 of the Lease, whereby Tenant shall have 5 Business Days after receipt of the Notice of Landlord’s bona fide offer to purchase the Centre to deliver written acceptance to Landlord. Tenant hereby confirms it has waived such Right to Match pursuant to the offer to purchase in effective as of the date of execution of this document. Tenant does not have any right of first offer/refusal to lease additional space or other expansion option under the Lease except for Tenant’s option to lease additional space from the Landlord under Section 2.05 of the Lease upon such terms and conditions as may then be agreed. The Tenant acknowledge and agrees that they have either waived such right to lease additional space pursuant to Section 2.05 of the Lease or such rights have expired.
[33] Bond denies the existence of any oral (or “verbal”) agreement with Birchmount Howden. The parties’ dealings had all been in writing and Bond had never agreed that its lease would terminate on August 31, 2021 nor was it prepared to waive any of its rights under the lease.
[34] Nevertheless, Hinn continued to assert that Bond had confirmed that it would vacate the premises in August 2021, and that Bond had never exercised its right to renew the lease:
"this is truly false, and they are aware of the 1 year extension and spoken directly to the purchaser's rep and confirmed they will vacated, and they never exercised their right and said they could not afford the new renewal rate we provided… we will hold them responsible for breach and damages"
[35] Hinn's response appeared to ignore Healey’s emails of February 11 and 28, 2020 and Li’s letter of February 28, 2020. Instead Hinn stated to Li and Healey:
"if you dont resolve now il terminate ur stay immedaitly as there is not even a written extension and sue for damages all the parties ur self included and dr li personal and ur 2 school brands and bring a injunction to end this”.
[36] Further, Birchmount Howden through its real estate counsel denied that the February 28, 2020 letter had ever been sent or received and questioned the authenticity of the email under which it had been sent, despite the fact that Hinn had provided responses to it at the time. Birchmount Howden has now resiled from that position and accepts the alleged authenticity and receipt of these communications from Bond.
[37] Birchmount Howden, then claimed that the lease was "month-to-month", threatened that it would terminate the lease entirely if Bond did not withdraw its claim to have exercised the renewal option, and alleged that Bond and its principals had committed fraud by maintaining that it had exercised the option.
[38] In response, Bond advised Birchmount Howden that it was prepared to execute an estoppel certificate which accurately reflected that the term of the lease ran until August 31, 2025, and that the rental rates during the renewal period were to be agreed upon or made subject to arbitration as per the lease.
[39] Bond then issued the Statement of Claim in this proceeding seeking injunctive relief and a declaration regarding the status of the lease.
[40] On April 21, 2021 at a Court attendance in the proceedings Birchmount Howden provided an undertaking, as follows:
The Defendant has undertaken not to terminate the commercial lease between the parties or otherwise interfere in the plaintiff's business of operations pending the release of the decision, following the hearing of the motions to be heard on May 14, 2021.
[41] The parties agreed to schedule a hearing date for these two motions for summary judgment in order to obtain a determination whether Bond had validly exercised the renewal option in the lease.
Issues and Discussion
[42] The issues to be decided on these motions are:
A. Is the granting of partial summary judgment appropriate in this case?
B. Did Bond validly exercise the renewal option in the lease such that the term of the lease has been extended for 5 years to August 31, 2025?
Issue A: Is the granting of partial summary judgment appropriate in this case?
[43] The parties agree that this issue of whether Bond validly renewed the lease for an additional 5-year term may be summarily determined and that same can be done fairly based upon the paper record before the Court.
[44] Both parties seek the certainty that will come from an early determination of this issue. Bond does not want to operate a school in circumstances where it does not know if its lease will be terminated. Birchmount Howden wants to be able to complete its sale to Amazon without impediment.
[45] The parties agree that there is no real issue of credibility or of material fact requiring a trial. While both parties have claimed damages, their respective ability to advance those claims turns on which party is correct about the validity of Bond's renewal notices.
[46] On a motion for partial summary judgment parties should satisfy the following three issues:
(a) dividing the determination of this case into several parts will prove cheaper for the parties;
(b) partial summary judgment will get the parties’ case in and out of the court system more quickly; and
(c) partial summary judgment will not result in a risk of inconsistent findings (see: Malik v. Attia, 2020 ONCA 787).
[47] In my opinion, the validity of Bond's renewal notices can be decided summarily, and doing so will resolve the primary issue between the parties. There is no question that this motion for judgment represents the most efficient means of deciding whether the renewal notices are valid.
[48] There is no risk of inconsistent findings. Regardless of which party succeeds, the Court's decision regarding the validity of the renewal notice will be determinative.
[49] Accordingly, although it is recognized that in general piecemeal determination of a dispute is to be discouraged, I consider this to be a case in which the granting of partial summary judgment will be in the interest of both parties and of the administration of civil justice and am therefore prepared to consider and rule upon the materials filed and the submissions of the parties with that objective in mind.
Issue B: Did Bond validly exercise the renewal option in the lease such that the term of the lease has been extended for 5 years to August 31, 2025?
[50] In order for a party to exercise an option under a lease, such exercise must be an unequivocal statement that complies precisely with the terms of the option. (see: 120 Adelaide Leaseholds Inc. v. Oxford Properties of Canada Ltd., 1991 CarswellOnt 220 (Gen. Div.), aff’d [1993] O.J. No. 2801 (Ont. C.A.).
[51] In 120 Adelaide Leaseholds Inc. (supra), the Court of Appeal for Ontario stated:
The renewal of an option requires explicit certainty and direct, unequivocal communication to the optionor. The optionor must be able to say at any time: has the optionee actually renewed or not?...Notice means explicit, express, and unequivocal notice. The landlord is not required to guess whether or not the tenant is keeping its options open in its dealings with third parties. The landlord is not required to guess whether or not the tenant in its internal documents is expressing an intention it may or may not carry out. The landlord is not required to guess whether or not the tenant is puffing its rights in its dealings with third parties or overstating its rights internally. The landlord is entitled to direct and explicit and unequivocal notice that the tenant exercises its right vis a vis the landlord. The tenant cannot keep the landlord in a state of suspended animation by stating to third parties it will renew or has renewed and then tell the landlord it has not renewed if the rental market drops.
[52] In his reasons for decision in Premium Properties Limited v. Subway Franchise Restaurants of Canada, Ltd., Perell J. relied on 120 Adelaide Leaseholds Inc. in his summary of the principles of law applicable to options to renew:
An option, be it an option to grant a lease, to renew a lease, or to extend a lease, is a unilateral contract in which the landlord makes an offer to rent premises…As with respect to any unilateral contract, to create a lease contract, the offer must be accepted by the grantee (the putative tenant), and the law is that the grantee of the option must strictly comply with the conditions of the offer and must actually communicate acceptance of the offer…An expression of an intention to accept the option offer is not sufficient; the grantee must actually exercise the option and the optionee must bind itself unequivocally as a contracting party…
[53] It has been well established that a tenant bears the burden of demonstrating its compliance with a renewal option in a lease expressly and unequivocally. In this case, section 2.03 of the lease provided that Bond’s intention to exercise its renewal option was to be communicated to Birchmount Howden in writing and at least six months before the expiry of the original term of the lease.
[54] I agree with Bond that the evidence demonstrates that it expressly and unequivocally complied with the notice requirements for renewing the lease in accordance with the option contained therein. There was no uncertainty about what Bond intended to do with its lease or its intention to maintain occupancy of the property to operate its school. It was, and operating a school.
[55] Indeed, Bond gave Birchmount Howden written notice of its intention to renew the lease at least twice.
[56] As of February 11, 2020 Bond had indicated its intentions to exercise its renewal option. Birchmount Howden had been notified that Bond was exercising the renewal option. In my view, Healey’s email of February 11, 2020 was in no way confusing.
[57] On February 28, 2020 Bond delivered additional notice of confirmation to Birchmount Howden of its intention to renew the lease. Healey's covering email referenced "the extension of our lease agreement" and referred to the letter from Li, attached, which demonstrated Bond’s exercise of its option to extend the lease.
[58] The fact that Li referred to an “extension” rather than a “renewal” is, in my view, irrelevant and in no way fatal to its position. I take the same position as did Perell, J. in Premium Properties and view any difference between the terms as being one of pure semantics. What matters is that both parties knew that Bond was exercising its option under the lease to remain.
[59] Hinn’s responses to Healey’s emails and Li’s letter specifically reference the contents of those communications received by him. It is clear that Bond had taken advantage of its renewal option.
[60] In doing so, Hinn demonstrated that he not only received the renewal notice, but that he understood that Bond was taking advantage of the renewal option.
[61] At first blush it may appear that the various negotiations between the parties throughout the extensive period as described undermine Bond’s argument that the option to extend had been exercised by it. However, when viewed in context with particular reference to the lease provision for arbitration of rent to be paid throughout the extended period and the practical and financial considerations imposed by the pandemic, such negotiations were to be expected and were perfectly reasonable in the circumstances. Similarly, any discussion of other matters affecting the premises does not operate to suggest that Bond had any intention of abandoning its rights or giving up the lease.
[62] Alternatively, Birchmount Howden claims that Bond did not properly renew the lease because Li’s letter includes a paragraph concerning a possible amendment of the lease agreement that Hinn had proposed and raised certain other issues regarding the leased premises.
[63] In my view, the fact that Li's letter contained both notice of Bond's intention to renew the lease and a response to Hinn's proposed amendments to the lease does not render Bond's renewal of the lease unclear, equivocal, or ambiguous.
[64] Bond had been operating an established school in the leased premises for a considerable time. It is improbable that it would have allowed the original term of the lease to expire without renewing it and then attempted to negotiate amendments to what would have been a completely new lease. Had Bond done so it would have placed its operations in jeopardy and lost all leverage in any negotiations with Birchmount Howden.
[65] In Li’s estimation, she was providing clear notice of Bond’s intention to renew the lease. All discussions surrounding possible amendments to the lease were separate matters. When the communications between the parties are viewed in context, including with reference to the availability of arbitration if agreement on a reasonable rent could not be reached, it is Li’s characterization of her letter which is more persuasive.
[66] On this motion, Birchmount Howden also relies on section 16.06 of the lease which requires that notices provided to Birchmount Howden be in writing and delivered either in person or by registered mail to Birchmount Howden’s offices with a copy to its lawyers. It takes the position that delivery of notice by email is not in compliance with this requirement and that such defect, if it may be described as such, operates to invalidate the notices.
[67] In a different but analogous contractual context, the Court of Appeal for Ontario has held that an offeree may depart from notice provisions prescribed by an offeror provided that the communication is by a method which is not less advantageous to the offeror, and the offeror actually receives the communication of acceptance by the alternative means (see: Ross v. T. Eaton Co., 1992 CanLII 7470 (ON CA)).
[68] In this case, Birchmount Howden admits it received Healey’s February 11 and 28 emails as well as Li’s February 28 letter.
[69] Bond asserts that delivery of these notices via email was not less advantageous to Birchmount Howden. First, Hinn had invited Bond to communicate with him via email about the renewal notice and did so himself. Secondly, email may be seen as a more convenient way of communicating that by the method in the notice provision contained in the lease. Thirdly, the parties often communicated via email because of the obvious convenience of doing so.
[70] Bond also submits that by regularly communicating with its principals about the lease Birchmount Howden waived any strict notice requirement under the lease.
[71] A landlord may by conduct waive its right to strict compliance with the exercise of a renewal option in a lease. If one party by his conduct leads another to believe that the strict rights arising under the contract will not be insisted upon, intending that the other should act on that belief, and he does act on it, then the first party will not be allowed to insist on the strict legal rights when it would be inequitable for him to do so.
[72] Birchmount Howden never took issue with the email delivery of Bond’s notices until this dispute arose. I agree with Bond that, having failed to protest the delivery of the notices via email at any time prior to this proceeding, Birchmount Howden should be estopped from doing so now (see: Firkin Pubs Metro Inc. v. Flatiron Equities Ltd., 2011 ONSC 5262 and DW Squared Ltd. Partnership v. Oxford Properties Canada Ltd., [2001] O.J. No. 3919 (Sup. Ct. J.), aff’d [2002] O.J. No. 3642 (Ont. C.A.)).
[73] Even if I had determined that Bond’s means of delivering the notices did not comply with the lease and that Birchmount Howden did not waive its right to strict compliance under the lease notice requirement, I nevertheless would have granted relief from forfeiture under s. 98 of the Courts of Justice Act, or alternatively, under s. 20 of the Commercial Tenancies Act.
[74] In exercising discretion to grant relief from forfeiture, a court will generally consider the conduct of the requesting party, the gravity of any breach, and the disparity between the value of the property forfeited and the damage caused by the breach. In a lease renewal case, the requesting party tenant must have made diligent efforts to comply with the terms of the lease.
[75] In my opinion, Bond would meet the criteria for such equitable relief. It diligently and repeatedly provided Birchmount Howden with notice of its intention to renew the lease. At most, its non-compliance with the lease is technical and was not prejudicial to Birchmount, and its conduct supports that contention. To refuse equitable relief to Bond in these circumstances would be catastrophic to it and, on balance, would be unjust.
Conclusion
[76] For these reasons, I conclude that the lease between the parties was validly renewed in accordance with its terms and has been thereby extended to August 31, 2025. The declaration to that effect requested by Bond shall issue accordingly.
[77] The cross-motion brought by Birchmount Howden is hereby dismissed.
[78] As referred to above, the lease allows for arbitration of the issue of appropriate rent for the period of extension if the parties cannot agree on same. That issue, and any others raised by either party, may be pursued as required. I nevertheless urge the parties to endeavour to arrive at a negotiated resolution of all remaining issues if at all possible.
Costs
[79] If the subject of costs cannot be agreed upon by the parties, written submissions may be delivered by Bond for my review and consideration within 30 days from the date of this decision, and responding written submissions may be delivered by Birchmount Howden within 20 days thereafter.
Released: August 30, 2021
COURT FILE NO.: CV-21-00659921-0000
DATE: 20210830
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Anderson Learning Inc., operating as Bond International College
Plaintiff
– and –
Birchmount Howden Property Holdings Inc.
Defendant
REASONS FOR DECISION
Stewart J.
Released: August 30, 2021

