Kary Financial Services Inc v Alberta Biophotonics Inc, 2021 ABQB 824

Court of Queen’s Bench of Alberta Citation: Kary Financial Services Inc v Alberta Biophotonics Inc, 2021 ABQB 824 Date: 20211019 Docket: 2101 04033 Registry: Calgary Between: Kary Financial Services Inc Plaintiff/Respondent - and - Alberta Biophotonics Inc, Daniel Dalla-Longa also known as Danny Dalla-Longa also known as Damiano Dalla-Longa, Dalco Capital Ltd and Elmar J.

Prenner Defendants/Applicants Corrected judgment: A corrigendum was issued on November 3, 2021; the corrections have been made to the text and the corrigendum is appended to this judgment. _______________________________________________________ Reasons for Judgment of the Honourable Madam Justice M.H. Hollins _______________________________________________________ [ 1 ] Rex Kary, through his company, Kary Financial Services Inc. (“ KFSI ”) owns shares in Alberta Biophotonics Inc (“ ABI ”).

KFSI has sued ABI and some of its shareholders, alleging the that the Defendants have dealt with KFSI in an actionably oppressive manner.

[ 2 ] After the parties agreed to refer their dispute to an arbitrator, the Defendants served the Plaintiff with a time-limited buy/sell offer dated April 15, 2021 (the “ Shotgun Offer ”). The Plaintiff then sought and obtained a without-notice interim injunction granted by my brother, Justice Poelman on May 13, 2021 (the “ Order ”), which precluded the Defendants from proceeding with the Shotgun Offer or issuing any further shares or options in ABI, pending the conclusion of the arbitration.

This is a review of that Order. [ 3 ] The Defendants seek to set aside the Order on the grounds that the Plaintiff failed to bring material facts to Justice Poleman’s attention at the application. Alternatively, they seek to set aside the Order on the grounds that, with a more complete record now available, the Plaintiff can no longer satisfy the three-part test for injunctive relief. [ 4 ] The Defendants have also asked for ancillary relief, over and above vacating the Order. That request is dealt with at the end of these reasons.

Background [ 5 ] In addition to ownership of some intellectual property, ABI owns approximately 22% of the common shares in FluroTech Ltd (“ FluroTech ”), a public company involved in the development of tests for cannabis levels and, more recently, rapid COVID tests. [ 6 ] Mr. Kary was the Chief Operating Officer of both FluroTech and ABI. Through KFSI, he purchased 2500 common shares of ABI on August 23, 2018. Of those, 1800 vested immediately and the remaining 700 shares were to vest on April 14, 2021. [ 7 ] In December, 2020, Mr.

Kary resigned as COO of FluroTech and signed a consulting contract with that company. There are disputes about his intention to remain as COO of ABI, as well as whether representations were made to him at that time about his shareholdings in ABI. The parties began discussions about the purchase or redemption of KFSI’s ABI shares, but they disagreed about a number of issues, including the number and value of KFSI’s shares. [ 8 ] At the centre of this was and is a dispute about whether KFSI should be treated as owning 2500 shares or 1800 shares, depending on how the unvested shares are treated.

If all 2500 shares are counted then KFSI owns more than 25% of ABI’s common stock. If only 1800 shares are counted, KFSI owns less than 25%. This is important because, under the ABI Unanimous Shareholders Agreement (“ USA ”), ABI can redeem the shares of a former employees or consultants unilaterally and for less than fair market value, if they own than 25% of the total issued capital. [ 9 ] On February 2, 2021, the ABI directors resolved to terminate Mr. Kary’s position as COO of ABI.

They notified him of this on February 9, 2021 shortly before he received ABI’s February 12, 2021 Notice of Disposition that ABI was unilaterally redeeming his 700 unvested shares for $1.00 per share, effective March 19, 2021. In the meantime, ABI had also resolved to amend the Alberta Corporate Registry to change the number of common shares held by KFSI from 2500 to 1800.

The Plaintiff only learned of this when his lawyer objected to the Notice of Disposition. [ 10 ] Counsel disagreed on whether or not the Notice of Disposition was valid, but ABI maintained that it was going to proceed with the purchase of KFSI’s unvested shares.

On March 25, 2021, KFSI filed a Statement of Claim seeking relief under the oppression sections of the Business Corporations Act, RSA 2000, c B-9 (“ BCA ”), along with material for a Special Chambers application for interim relief. [ 11 ] When the Defendants raised the fact that the USA requires the parties to arbitrate these issues, the Plaintiff agreed to stay its Action, pending the results of an arbitration. That agreement is reflected in a Consent Order dated April 16, 2021.

Immediately on obtaining KFSI’s consent to stay these proceedings, all the other ABI shareholders served KFSI with the Shotgun Offer, the effect of which was to force KFSI to sell its shares or purchase all the other outstanding ABI shares for $250 per common share and $1.00 per preferred share. [ 12 ] In the context of the parties’ earlier negotiations on share price, the Plaintiff had commissioned a valuation of the KFSI ABI shares by David Laycraft of Catalyst Group.

That report, dated March 3, 2021, concluded that the ABI shares were worth between $2,111 and $2,384 per share, far more than the amount in the Shotgun Offer. The Defendants maintain that $250 per share was a fair price, based in part on another sale at that price in February, 2021 [1] .

To complicate things further, the parties disagree about the status of a debt owing from KFSI to ABI, the determination of which will also affect the net share value. [ 13 ] It was also discovered at this time that additional shares had been issued by ABI between February 2, 2021 and the date of the Shotgun Offer of April 15, 2021. These included common shares - issued to new shareholders whose names appeared in the Shotgun Offer – as well as 500,000 more preferred shares. Mr.

Kary maintains this was done to make it more difficult, if not impossible, for him to avoid having to sell his shares at what he believed was an unfairly low price. ABI responds that the USA allowed it to issue those shares. [ 14 ] Mr. Kary and his counsel also say that they had difficulty in getting the information necessary to evaluate the Shotgun Offer, including a current shareholder register and updated financial information. The Defendants maintain they provided correct information to the extent it was available. The last completed financial statements for ABI were from 2019. [ 15 ] Under

Article 21.2 of the USA, KFSI had 21 days in which to respond, to May 17, 2021, in default of which it would be deemed to elect to sell its shares. ABI also notified Mr. Kary that a Special Shareholders Meeting was scheduled for June 10, 2021 at which time ABI intended to resolve to issue another 3500 ABI share options to various FluroTech employees as equity compensation. [ 16 ] The Defendants say that a June 10, 2021 meeting would not impact the Shotgun Offer because the deadline for response to the Shotgun was May 17, 2021.

However, the Plaintiff raised concerns about the fact that the closing of the Shotgun Offer transaction would not take place until July 28, 2021, leaving questions about how resolutions passed at any intervening meeting would impact KFSI, if it were ultimately the buyer and not the seller.

[17] As the deadline for responding to the Shotgun Offer approached and these issues continued unresolved, the Plaintiff appliedfor an ex parte, or without-notice, interim injunction prohibiting ABI from proceeding under the Shotgun or issuing any further shares,pending the outcome of the arbitration. As mentioned, Justice Poelman granted that Order, which the Defendants now seek to have setaside.

Reviewing Without-Notice Orders [18] It is appropriate that this Court hear the review of the Order pursuant to the “comeback” provision therein; Secure 2013Group Inc v Tiger Calcium Inc, 2017 ABCA 316 at para 54 [Tiger Calcium]. [19] The Defendants argue that the Order should be set aside because counsel for the Plaintiff failed to inform Justice Poelman ofmaterial facts at the without-notice application which should have been made known to the Court. [20] Any party seeking relief without notice to the other party has a duty of “full, fair and candid disclosure” of the facts relevant tothe plea for injunctive relief, including those facts which are adverse to the applicant’s case; Tiger Calcium at para 44.

It is not sufficientto say that no misrepresentations were made if material facts were omitted; Bank of Nova Scotia v Five Star Motor Group Ltd, 2020ABCA 244 at para 26 [Five Star Motor Group]. Where this has happened, the reviewing court may set aside the without-notice,although it is not obligated to do so; Tiger Calcium at para 47. The Allegations of Omissions of Material Facts [21] The Defendants say that a number of matters were not disclosed to Justice Poelman and that, had they been, the matter wouldnot have proceeded without notice and/or no interim injunction would have been granted.

The following are the facts the Defendants saywere omitted by the Plaintiff in obtaining the Order: 1. That the Defendants were represented by counsel; 2. That the April 16, 2021 Consent Order staying these proceedings allowed either party to argue about proper forum in theevent that interim relief was sought, which opportunity the Defendants say they were deprived of; 3. That the USA did not preclude the Shotgun Offer during the stay of proceedings because the USA said that such an offercould be made at “any time” (Article 21.2 USA); 4. That the Shotgun Offer was open for 21 days (Article 21.2 USA); 5.

That the Defendants do not consider the 700 shares to “count” towards the calculation of the Plaintiff’s percentageshareholding under

Article 13.1 of the USA and so maintain that the February 12, 2021 Notice of Disposition is valid; 6. That only the first page of the Catalyst valuation report was provided to the Court, rather than the whole report. In addition,on the issue of fair value, the Plaintiff did not present evidence of the trading value of FluroTech was not disclosed to the Court; and 7.

That the Undertaking as to Damages would not protect the Defendants as the Plaintiff is impecunious. [22] I will deal with these in turn, having reviewed the transcript of the proceedings before Justice Poelman, as well as the March26, 2021 Affidavit of Mr. Kary and the Bench Brief for May 13, 2021, all of which the Justice had reviewed. [23] First, the Justice was well aware that the Defendants were represented by counsel. The exhibits to Mr.

Kary’s Affidavitinclude a number of email chains between counsel and the Justice was referred to these in argument, including with numerous andexpress references to discussions between Messrs. Paredes-Canevari and Huang. [24] The Justice specifically averted to Rule 6.4. Plaintiff’s counsel referred to the case of Kuksis v Physical PlanningTechnologies Inc, (ON SC) [Kuksis] as authority for proceeding without notice.

While the injunction granted in thatcase was vacated on review, the subsequent decision did not impugn having proceeded in that manner, but rather reversed the decisionon the basis of new evidence; Kuksis. [25] Second, the April 16, 2021 Consent Order was Exhibit “B” to Mr. Kary’s Affidavit. While Mr. Paredes-Canevari did notspecifically highlight paragraph 4 of that Order, he did direct the Justice to the exchange of emails between counsel on the night of April15, 2021 dealing with that specific provision.

I also note that no arguments were made before me that this Court somehow lackedjurisdiction to hear either the without-notice application or this review of the Order. [26] Third, the USA was also attached to Mr. Kary’s Affidavit and

Article 21 was also specifically mentioned in Mr. Paredes-Canevari’s submissions. The Defendants argue that the Shotgun Offer is fair play, notwithstanding their agreement to stay proceedings todetermine the number and value of the subject shares, because the USA says a shotgun offer can be made “at any time”. That is aninterpretation, not a fact.

While counsel on a without-notice application must absolutely disclose all material facts, they are not obligatedto make legal arguments against their case. [27] Fourth, counsel for the Plaintiff opened with an explanation that the Shotgun Offer was due to expire on May 17, 2021, withclosing of any transaction to be no later than July 28, 2021. [28] Fifth, counsel for the Plaintiffs clearly laid out that there was a discrepancy as to how many shares the Plaintiff owned, thefact that the determination of the number of shares held would impact the purchase price and the fact that the parties had agreed to

arbitrate the issue of how many shares KFSI actually owned. [29] Sixth, counsel for the Plaintiffs concedes that he did not attach the full Catalyst report, but explains that he was unable to doso because of the page limits imposed by the judge who first looked at this matter and agreed to add it to a capped morning chambers listbased on the urgency of the application.

Counsel advised Justice Poelman that they had a valuation of the shares between $1,680 to$2,111 (actually somewhat lower than the figures contained in the report), but the Justice’s reasons for granting the Order make it clearthat he knew that the share value was contested. [30] As to an obligation to disclose the trading value of FluroTech shares at that point, that is not a realistic expectation. It is not atall clear exactly how the value of the FluroTech shares, which are the majority, but not all of ABI’s assets, will factor into a disputedshare valuation.

It was sufficient, in my view, to alert the Justice to the fact that the parties did not agree on the share value and wereintending to arbitrate that issue. [31] Seventh, there is no obligation to inquire into the sufficiency of an Undertaking as to Damages at the initial without-noticeapplication, unless the evidence presented raises that issue.

If the Defendants truly felt that the current Undertaking was insufficient, theycould have applied for security for costs, including as a condition of any continued injunction, which they have not done. [32] In short, while the Defendants compiled a long list of facts they said were not before the Justice, I find that all the relevantfacts were indeed before him, whether in the initial Kary Affidavit, the Bench Brief or in argument.

The Clean Hands Doctrine [33] The Plaintiff argues that, in applying to vacate the Order, the Defendants must come to court with clean hands and they havenot done so. [34] In Dreco Energy Services Ltd v Wenzel, 2008 ABCA 290, the Court of Appeal upheld the decision of the chambers judgewho had set aside an interlocutory injunction. The appellants argued that she had failed to consider whether the opposing party came tocourt with clean hands in seeking to set aside the injunction, implying that this was a requirement for doing so.

The Court of Appeal saidonly that the chambers judge had been aware of that argument and had based her decision on other factors. [35] In my view, that is not particularly strong authority for saying that a party seeking to set aside an order granted without noticemust come with clean hands. First, I am not entirely sure that a party seeking to vary or set aside an order is seeking an equitable remedy,given that their right to do so is contained in the Rules of Court and, in this case, in the Order itself. [36] In any event, I need not decide that here.

I would not venture very far down the “clean hands” path in this case. The Plaintiffhas set out in much detail the alleged wrongdoing of the Defendants while the Defendants accuse the Plaintiff of obtaining the Order forthe purpose of speculating on the Shotgun Offer outside the time allowed.

Both parties seem intent on gaining and maintaining the upperhand in this relatively typical corporate scenario. [37] It appears to me, from my own reading of the transcript of the Justice’s reasons, that he was particularly bothered by theDefendants’ undisclosed intention to issue the Shotgun Offer only once the stay of proceedings was in hand. I have the samereservations, but it would not be productive or appropriate to make findings in that regard that would or could affect the arbitrationprocess.

The Test for an Injunction [38] If a without-notice Order is not set aside for material non-disclosure, it must still be reviewed in the face of a more completerecord that now includes the Defendants’ evidence and argument.

Notwithstanding the review is initiated by the Defendants’ application,the burden of proof to continue the injunction remains on the Plaintiff at this stage; Five Star Motor Group, 2020 ABCA 244 at para 31. [39] The three-part test for an interim injunction is well known; (1) whether there is a serious issue to be tried; (2) whether theapplicant is likely to suffer irreparable harm if the injunction is not granted; and (3) whether the applicant or the respondent will be moreadversely affected by the granting or refusal to grant the injunction; RJR-MacDonald v Canada (Attorney General), (SCC), 1994 CarswellQue 120 at para 48 [RJR-Macdonald].

Serious Issue [40] The Plaintiff has a low threshold for establishing that there is a serious issue to be determined at arbitration, merely that theissues are not frivolous or vexatious; RJR-MacDonald at para 49. [41] It would have been helpful if the parties had reduced their issues in the form of an arbitration agreement, but that has nothappened as yet. Nevertheless, it appears that they are certainly agreed on the broader-scope issues requiring arbitration. Primarily, thisis the determination of the number of KFSI shares that could or must be included in a shotgun offer.

It is conceivable that this mayincorporate other issues regarding: ● the effective date of Mr. Kary’s terminations, ● the validity of the Notice of Disposition, ● the value of the shares,

● the propriety of ABI issuing further shares before and after the shotgun period, ● the information, if any, required to be provided to KFSI to evaluate the Shotgun Offer; and ● the status of any debts owing by KFSI to ABI. [42] I will not delve further into those issues, both because the Defendants conceded these were serious issues to be arbitrated andthat the Plaintiff had satisfied the first branch of the tri- parte test.

Irreparable Harm [43] KFSI argues that if the injunction is not continued until the arbitrators’ decision is rendered, it will suffer irreparable harmbecause it will have to respond to the Shotgun Offer before the above-mentioned issues can be determined.

If KFSI cannot buy out theother shareholders and must sell, it may lose standing to continue to arbitrate. [44] It seems outlandish to suggest that, having insisted on arbitration to resolve the Plaintiff’s claims of oppression, theDefendants would then use the forced sale of the Plaintiff’s shares to obviate the arbitration altogether and extinguish the Plaintiff’sclaims thereby.

However, the Defendants did not address this in argument and based on the record of their conduct, I cannot simplydismiss that argument regarding irreparable harm. [45] But even if this were not a danger, KFSI says that the Shotgun Offer will obviously result in a change in ownership becauseKFSI would either own everything or nothing as a result.

Alteration of a shareholder’s position in this way has been found to constituteirreparable harm in many cases across Canada. [46] In 733505 Ontario Ltd v 686817 Ontario Inc, (ON SC) [733 Ontario Ltd], McCartney, J heard anapplication for an interim injunction dealing with a disputed share sale which would render the applicants minority shareholders.

Hefound that this possible shift in shareholder status could cause irreparable harm, even though the respondents argued that the sale couldproceed and any shares sold could be later disgorged if required, similar to an argument advanced by these Defendants; 733 Ontario Ltdat paras 8, 10. [47] There are also a number of cases dealing specifically with the suspension of shotgun offers which have employed the samereasoning. In 1338121 Ontario Inc v FDV Inc, 2011 ONSC 3816 [133 Ontario Ltd], a shareholder, Mr. Bitove, claimed that a triggeringevent under their USA allowed him to force the other shareholder, Mr.

De Vries, to sell De Vries’ shares to him at a discounted value.When that matter was referred to arbitration, De Vries issued a shotgun notice. Mr. Bitove applied for and was granted injunctive reliefas the judge accepted that “a potential shift in ownership rights” constituted an irreparable type of harm; para 50.[2] [48] The Defendants argue that there is no likelihood of irreparable harm, primarily because KFSI has shown no realisticpossibility of buying out the other shareholders.

This, they say, means the only possible harm is that KFSI would be paid for fewershares than it should have been which deficiency could be remedied by a further monetary payment. In my opinion, that argumentgrossly simplifies this hornet’s nest. [49] First, there is no actual evidence before the court as to what it would cost KFSI to buy the other shares, keeping in mind thatno one yet agrees on how many shares are at issue or whether they are encumbered by debt.

Further, the number of shares will impactwhether or not ABI can redeem any of them unilaterally and for less than fair market value, outside the Shotgun Offer. If fair marketvalue is relevant, for example to KFSI’s oppression arguments, the parties disagree wildly on share value. [50] Essentially, I can only infer that KFSI would have to sell its shares based on the fact that it owns between 21-26% of the ABIissued shares and thus would be required to purchase the other 74-79%.

But even if I proceeded based on that inference, I agree with thePlaintiff that divesting itself entirely of its shareholding is likely to cause irreparable harm. [51] If KFSI’s shares are forced to be sold and simply subject to some subsequent adjustment for the number or the price, that maynot fairly recreate the scenario that should have existed at the issuance of the Shotgun Offer. For one thing, the Defendants’ argumentsabout simply reversing a share sale or grossing up the purchase price at some later point assume that the Shotgun Offer is valid.

While Imake no determination in that regard, one cannot simply ignore all the material variables which remain unknown. [52] In a seldom-credited, but oft-cited passage from Trimac Ltd v C-I-L Inc, (1987) (AB KB), 79 AR 378 atpara 29, Justice Virtue said “A shotgun buy-sell is strong medicine.

One takes it strictly in accordance with the prescription or not at all.”There are simply too many matters outstanding to confidently say that the final remedy for KFSI will be only monetary, much less that itcan be calculable. [53] As Justice Brown noted in 133 Ontario Ltd: ...there is an element of unfairness in a shareholder disputing allegations that it is in material default of the USA, requiring that thedispute proceed to arbitration, and then attempting to render the arbitration moot by invoking the buy/sell provisions of the USA.

Onecould view such tactics as an effort to foreclose an inquiry into, and adjudication of, whether the conduct of the respondents breached theUSA in a material way; para 49 [54] I find that the Plaintiff has established a likelihood of irreparable harm if the Order is not continued pending the conclusion ofthe arbitration. Balance of Convenience

[ 55 ] The Defendants argue that the balance of convenience favours them, particularly on the provision in the Order which precludes ABI from issuing any further shares, options, warrants or interests in its capital pending the conclusion of the arbitration. [ 56 ] Specifically, as noted earlier, before the Order was issued, the Defendants had intended to authorize the issuance of 3500 more common ABI shares to the employees and consultants, not of ABI, but of FluroTech. Mr.

Dalla-Longa says that some key FluroTech personnel are demoralized and may leave if they do not receive some form of additional compensation. [ 57 ] The Plaintiff argued that this hearsay evidence ought not to be admitted but this is an interlocutory application and hearsay is permissible. Having said that, I am not prepared to afford a great deal of weight to Mr. Dalla-Longa’s description of how the employees of another company feel about this injunction. [ 58 ] The Plaintiff argues that the impact on employees of FluroTech is irrelevant because it is not inconvenience to the named Defendants.

I disagree, at least to some extent. It is common ground that the operations of FluroTech create the value the ABI enjoys as a 22% shareholder. However, it is also true that ABI only owns 22% of that company and so the productivity or morale of those employees is largely the concern of others. [ 59 ] Of the relative effects on the Plaintiff and the Defendants of continuing or refusing to continue the Order, I believe the balance of convenience weighs in favour of the Plaintiff.

In my view, the Defendants have more tools at their disposal to ameliorate any negative effects of a continued suspension on ABI’s right to issue more shares. [ 60 ] The parties are hoping to arbitrate these issues in approximately 4 months. If the Defendants can mollify the FluroTech employees by issuing shares to them right now and therefore ensure no interruption or slowing of its operations and research, they will be less motivated to finish arbitration than they already are.

Both parties raised procedural disagreements as the reason for the delay, but their Consent Order reserved the right to seek interim relief if that is necessary to move things along. [ 61 ] In terms of the effect of this injunction on FluroTech employees, I am not without sympathy, both for their individual situations and for the operations of ABI. But the Defendants largely made this bed by attempting to shotgun KFSI out of the company in the middle of hotly contested issues about KFSI’s interests in ABI and after neutralizing the Plaintiff’s ability to pursue its claims.

If the Defendants need to do something to keep up the morale of the FluroTech employees for a few more months, that seems the lesser burden to bear. The Ancillary Relief [ 62 ] After arguing for their right to buy the Plaintiff’s shares at $250, the Defendants alternatively sought a declaration that the Shotgun Offer was no longer open and should be considered of no force and effect. As mentioned, they believe the Plaintiff is hoping to use a drop in ABI share value to its advantage.

Specifically, the Defendants suggest that the Plaintiff is watching the ABI stock value decrease below $250 per share in hopes of enforcing the sell provisions of the Shotgun Offer at far above market value. [ 63 ] The Defendants say that the Shotgun Offer can be revoked any time before acceptance because it does not expressly say that it is irrevocable.

They pointed me to a recent British Columbia case to this effect, Blackmore Management Inc v Carmanah Management Corporation , 2021 BCSC 1379 [ Blackmore ]. [ 64 ] KFSI argued that the Shotgun Offer is not revocable, in somewhat strange juxtaposition to its argument that the Offer was not valid anyway. It attempts to distinguish Blackmore and relies on the fact that the USA gives an offeree 21 days to accept or reject an offer. [ 65 ] As interesting as that issue is, I need not decide whether or not the Shotgun Offer should be revocable at this point in time, given my decision to extend the Order.

Once the arbitration is concluded, the Order expires. If the Defendants believe the Shotgun Offer is revocable, then on expiry of the Order, they can revoke it and see what the Plaintiff does. If the Plaintiff believes it is not revocable, then it might attempt to enforce its right to sell at $250 per share, depending on the market value. The parties may mutually agree to allow revocation or they may agree to add this to the list of issues for arbitration. For now, the current Shotgun Offer will remain suspended until the completion of the arbitration, in keeping with the current Order.

Conclusion [ 66 ] I have found no material omissions or misrepresentations on the initial without-notice application for the Order. The Plaintiff has satisfied all three arms of the RJR-MacDonald test for injunctive relief. The Defendants’ application to set aside the Order is dismissed. [ 67 ] The parties may speak to costs if necessary. Heard on the 29 th day of September, 2021. Dated at the City of Calgary, Alberta this 18 th day of October, 2021.

M.H. Hollins J.C.Q.B.A. Appearances: Mr. F. Paredes-Canevari for the Plaintiff/Respondent Messrs. G. Huang and G. Stapon, QC for the Defendants/Applicants _______________________________________________________ Reasons for Judgment of the Honourable Madam Justice M. H. Hollins _______________________________________________________ The following changes were made to the Reasons for Judgment: 1. Paragraph 7 was corrected as follows: In December, 2016 2020 , Mr. Kary resigned...