Tag: Stipulated Interest

Breach of Contract and Delay: When Failure to Deliver Excuses Payment Obligations

The Supreme Court ruled that a buyer is not liable for stipulated interest on delayed payments when the seller fails to fulfill their contractual obligations. In Chua Ping Hian v. Silverio Manas, the Court found that the seller’s failure to completely deliver and install the agreed-upon equipment justified the buyer’s refusal to pay the remaining balance. This decision clarifies that in reciprocal obligations, neither party incurs delay if the other does not comply with their responsibilities, protecting buyers from unwarranted interest charges when sellers breach their contractual duties.

Projector Promises and Payment Pauses: Who Bears the Brunt of a Broken Deal?

This case revolves around a contract of sale between Chua Ping Hian, a cinema owner, and Silverio Manas, a supplier of movie equipment. Chua Ping Hian, needed projectors for his cinemas, and Manas agreed to supply five sets of Simplex Model XL movie projectors. A contract was signed, detailing the purchase price and payment terms. However, Manas failed to deliver all the agreed-upon equipment, leading to a dispute over the remaining balance and the imposition of stipulated interest.

The central legal question is whether Chua Ping Hian was liable for the stipulated interest on the unpaid balance, given Manas’s failure to fully comply with the contract. The Regional Trial Court (RTC) initially ruled in favor of Manas, ordering Chua Ping Hian to pay the remaining balance plus interest. The Court of Appeals (CA) modified the decision, reducing the principal amount but maintaining the interest obligation. The Supreme Court ultimately overturned the CA’s decision regarding the stipulated interest.

The Supreme Court’s analysis hinged on the concept of reciprocal obligations. The Court explained that in a contract of sale, the buyer’s obligation to pay is intertwined with the seller’s duty to deliver the goods. As Justice Caguioa explained, “In a reciprocal obligation, the performance of one is conditioned on the simultaneous fulfillment of the other obligation. Neither party incurs in delay if the other does not comply or is not ready to comply in a proper manner with what is incumbent upon him.” (Vermen Realty Development Corp. v. Court of Appeals, 296 Phil. 420, 426 (1993)). This means that Chua Ping Hian’s obligation to pay the balance was contingent upon Manas’s complete delivery and installation of the projectors.

The Court found that Manas had indeed breached the contract in several key respects. First, Manas failed to deliver five sets of Simplex Model XL projectors as agreed. Instead, he delivered four sets and one Century brand projector, which was significantly less valuable. Second, the delivery was made after the agreed-upon deadline of January 15, 1998. Third, Manas did not ensure complete installation of the projector units, forcing Chua Ping Hian to hire a third party to finish the job.

The Supreme Court highlighted paragraph 6 of the Contract of Sale, which stipulated that interest would accrue only “in the event of failure by the BUYER to pay any installment of the herein agreed purchase price when such is already due.” The Court emphasized that the stipulated interest was meant to compensate for delay in payment. However, since Manas failed to fulfill his obligations, Chua Ping Hian was justified in withholding payment. As the CA itself acknowledged, “[Petitioner] Ching had a valid reason for refusing payment until the issue of recoupment (sic) for breach of warranty was resolved.”

The Court concluded that Chua Ping Hian was not in delay because Manas’s breaches of contract excused his non-payment. Therefore, Manas was not entitled to the stipulated interest. However, to align with established legal principles, the Court imposed a legal interest of 6% per annum on the outstanding balance, accruing from the finality of the Supreme Court’s decision until full payment.

This case provides valuable insights into the nature of reciprocal obligations and the consequences of breach of contract. It underscores the principle that a party cannot demand performance from another if they themselves have not fulfilled their own contractual obligations. In practical terms, this ruling protects buyers from unfair interest charges when sellers fail to deliver on their promises. It also reinforces the importance of clear and unambiguous contract terms, particularly regarding delivery deadlines and performance standards.

The decision serves as a reminder to both buyers and sellers to carefully review and adhere to the terms of their agreements. Sellers must ensure complete and timely delivery of goods and services, while buyers must be prepared to fulfill their payment obligations once the seller has met their contractual duties. Failure to do so can result in legal disputes and financial consequences.

FAQs

What was the key issue in this case?	The central issue was whether the buyer, Chua Ping Hian, was liable for stipulated interest on the unpaid balance of a contract of sale, given that the seller, Silverio Manas, failed to completely fulfill his contractual obligations.
What is a reciprocal obligation?	A reciprocal obligation is one in which each party is both a debtor and a creditor of the other, meaning their obligations are mutually dependent. The performance of one party is conditioned upon the simultaneous fulfillment of the other’s obligation.
What did the contract of sale stipulate?	The contract stipulated the sale of five sets of Simplex Model XL movie projectors, with payment to be made in installments. A significant portion of the payment was due upon complete delivery and installation of the equipment.
How did the seller breach the contract?	The seller breached the contract by failing to deliver five sets of Simplex Model XL projectors, delivering a less valuable Century brand projector instead, delaying the delivery beyond the agreed-upon date, and failing to ensure complete installation.
Why did the Supreme Court remove the stipulated interest?	The Court removed the stipulated interest because the buyer was not considered to be in delay due to the seller’s failure to fulfill his contractual obligations. The buyer’s obligation to pay was contingent upon the seller’s complete performance.
What interest rate applies now?	Instead of the stipulated interest, the Court imposed a legal interest of 6% per annum on the outstanding balance, accruing from the finality of the Supreme Court’s decision until full payment.
What is the practical implication of this ruling?	This ruling protects buyers from unfair interest charges when sellers fail to deliver on their promises, reinforcing the importance of fulfilling contractual obligations. Buyers can withhold payment without incurring stipulated interest if the seller has not fully complied with the contract.
What should buyers and sellers do to avoid similar disputes?	Buyers and sellers should carefully review and adhere to the terms of their agreements, ensuring clear and unambiguous language, especially regarding delivery deadlines and performance standards. Sellers must ensure complete and timely delivery, while buyers must be prepared to fulfill their payment obligations upon the seller’s compliance.

In conclusion, the Supreme Court’s decision in Chua Ping Hian v. Silverio Manas clarifies the interplay between reciprocal obligations and the accrual of stipulated interest. The ruling reinforces the principle that a party cannot demand performance from another if they themselves have not fulfilled their own contractual duties, protecting buyers from unwarranted interest charges when sellers breach their agreements.

For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
Source: Chua Ping Hian v. Silverio Manas, G.R. No. 198867, October 16, 2019

October 16, 2019

Breach of Contract and Delay: Understanding Interest Obligations in Philippine Law

In a contract of sale, the obligation to pay stipulated interest arises only when there is a delay in payment. The Supreme Court in Chua Ping Hian v. Silverio Manas ruled that the buyer, Chua Ping Hian, was justified in withholding payment due to the seller’s, Silverio Manas, failure to completely deliver and install the agreed-upon equipment. Because of this justification, Chua Ping Hian was not considered to be in delay, and therefore, was not liable for the stipulated interest on the unpaid balance, preventing the imposition of additional financial burdens due to circumstances beyond his control.

Projector Promises: When Incomplete Delivery Excuses Payment Delay

The case revolves around a Contract of Sale between Chua Ping Hian, a cinema owner, and Silverio Manas, a supplier of movie equipment. Chua Ping Hian agreed to purchase five sets of Simplex Model XL movie projectors from Manas for his cinemas. However, Manas failed to deliver all five sets as agreed. Only four sets were delivered, and the fifth was a different brand, a Century projector, which was of lesser value. This incomplete delivery, coupled with issues regarding the installation of the equipment, led Chua Ping Hian to withhold the remaining balance of the payment. The central legal question is whether Chua Ping Hian’s refusal to pay the balance due to these issues constitutes a delay that would warrant the imposition of stipulated interest.

The Regional Trial Court (RTC) initially ruled in favor of Silverio Manas, ordering Chua Ping Hian to pay the unpaid balance plus stipulated interest. However, the Court of Appeals (CA) modified this decision, acknowledging that Manas failed to completely install the projectors and that some equipment was defective. The CA deducted the expenses incurred by Chua Ping Hian for the incomplete installation and defective equipment from the outstanding balance. Despite these modifications, the CA still imposed a 12% per annum interest from the date of extrajudicial demand, prompting Chua Ping Hian to elevate the case to the Supreme Court, contesting the imposition of the stipulated interest.

The Supreme Court (SC) emphasized that the obligation to pay stipulated interest arises only when the buyer is in delay. Quoting paragraph 6 of the Contract of Sale, the SC stated:

NON-PERFORMANCE OF OBLIGATION – In the event of failure by the BUYER to pay any installment of the herein agreed purchase price when such is already due, the BUYER shall be liable to pay an interest on the amount due at the rate of fourteen (14%) percent per annum.

The SC elucidated that Chua Ping Hian’s obligation to pay the balance was contingent upon Manas fulfilling his reciprocal obligation to deliver and completely install the agreed-upon equipment. In reciprocal obligations, as Civil Law Commentator, former CA Justice Eduardo P. Caguioa, explained, the performance of one party is conditioned on the simultaneous fulfillment by the other party. Caguioa states that a reciprocal obligation is where “each of the parties is a promissee of a prestation and promises another in return as a counterpart of equivalent of the other. x x x The most salient feature of this obligation is reciprocity.” This meant that neither party could claim delay if the other had not yet fulfilled their part of the agreement.

The SC found that Manas had indeed reneged on his obligations, justifying Chua Ping Hian’s refusal to pay the balance. The CA itself acknowledged that Manas did not deliver five sets of Simplex Model XL projectors as agreed, instead delivering a Century brand projector for the fifth set. Since the Century projector was worth significantly less, it could not be considered substantial compliance with the contract. The CA noted that Chua Ping Hian only accepted the Century projector because his cinemas were about to open, not because he agreed to substitute the Simplex model.

Further, the delivery was made after the agreed-upon date of January 15, 1998, breaching the terms of the contract. There was also no complete installation of the movie projector units as contemplated under the Contract of Sale. Because of these unfulfilled promises by Manas, Chua Ping Hian was justified in withholding payment of the balance, and thus, was not in delay.

The Supreme Court highlighted the fact that Manas himself, in a letter to Chua Ping Hian, made the payment of the remaining balance contingent upon Chua Ping Hian’s satisfactory assessment of the delivered and installed movie projector units. The letter stated:

Kindly inspect the whole projection systems of Cinemas 1, 2, 3, 4 and should you find them to your fullest satisfaction, please release the remaining balance (70%) of the Contract of Sale be paid and release (sic) to the undersigned.

Given that Chua Ping Hian was not satisfied due to the incomplete delivery, faulty installation, and defective components, he was justified in withholding the balance payment. The SC emphasized that “[petitioner] Ching had a valid reason for refusing payment until the issue of recoupement (sic) for breach of warranty was resolved.” Therefore, Chua Ping Hian could not be deemed in delay, and Manas was not entitled to the stipulated interest. The Supreme Court modified the CA’s decision, removing the stipulated interest. Legal interest at 6% per annum was instead imposed from the finality of the decision until full satisfaction.

FAQs

What was the key issue in this case?	The central issue was whether Chua Ping Hian was liable for stipulated interest due to his failure to pay the remaining balance of the contract, given that Manas did not fully comply with his obligations under the contract.
What was the agreement between Chua Ping Hian and Silverio Manas?	Chua Ping Hian agreed to purchase five sets of Simplex Model XL movie projectors from Silverio Manas. The contract outlined the payment terms, including a down payment and subsequent payments upon delivery and complete installation.
Why did Chua Ping Hian withhold the remaining balance?	Chua Ping Hian withheld the balance because Manas failed to deliver all five sets of Simplex Model XL projectors, delivered a Century brand projector as a substitute, and did not completely install the equipment as agreed.
What is a reciprocal obligation?	A reciprocal obligation is an agreement where the performance of one party is conditioned on the simultaneous fulfillment of the other party’s obligations. In this case, Chua Ping Hian’s obligation to pay was tied to Manas’ obligation to deliver and install the projectors.
What did the Court of Appeals initially decide?	The Court of Appeals initially ruled that Chua Ping Hian had to pay the remaining balance, but deducted expenses for incomplete installation and defective equipment. However, they still imposed a 12% per annum interest from the date of extrajudicial demand.
How did the Supreme Court modify the Court of Appeals’ decision?	The Supreme Court removed the stipulated interest, finding that Chua Ping Hian was not in delay because Manas had not fulfilled his contractual obligations. Instead, the Court imposed a legal interest of 6% per annum from the finality of the decision until full satisfaction.
What is the significance of the phrase “when such is already due” in the contract?	The phrase “when such is already due” signifies that the stipulated interest applies only when the buyer fails to pay an installment that is already due according to the terms of the contract. Since Manas did not fulfill his obligations, the payment was not yet due.
What was the effect of Manas’ letter to Chua Ping Hian regarding inspection and satisfaction?	Manas’ letter made the payment of the remaining balance contingent upon Chua Ping Hian’s satisfactory assessment of the delivered and installed movie projector units. Since Chua Ping Hian was not satisfied due to the various breaches of contract, he was justified in withholding payment.

The Supreme Court’s decision underscores the importance of fulfilling contractual obligations in reciprocal agreements. It serves as a reminder that the obligation to pay interest arises only when there is unjustified delay on the part of the buyer, and not when the seller themselves have failed to comply with their end of the bargain. This ruling protects buyers from unfair imposition of interest when they have valid reasons to withhold payment due to the seller’s breach of contract.

For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

October 16, 2019

Contractual Obligations: Upholding Stipulated Interest Rates in Philippine Law

The Supreme Court of the Philippines affirmed the Court of Appeals’ decision, which upheld the stipulated interest rate of 24% per annum on overdue accounts between Lara’s Gifts & Decors, Inc. and Midtown Industrial Sales, Inc. The Court emphasized that contractual obligations have the force of law and must be complied with in good faith, unless the stipulated interest is unconscionable. This ruling reinforces the principle of autonomy of contracts and provides clarity on the application of interest rates in commercial transactions.

Default and Demands: Can Courts Override Agreed-Upon Interest?

Lara’s Gifts & Decors, Inc., a handicraft manufacturer, purchased industrial materials from Midtown Industrial Sales, Inc. on a 60-day credit term. The agreement included a 24% annual interest charge on overdue accounts. After Lara’s Gifts’ checks bounced, Midtown Industrial filed a suit to recover the debt. Lara’s Gifts argued that the materials were substandard and cited a factory fire as reasons for non-payment, seeking to avoid the stipulated interest. The central legal question was whether the courts could override the agreed-upon interest rate and whether the sales invoices had probative value despite Lara’s Gifts’ denial of their due execution.

The Supreme Court addressed several key issues, beginning with the admissibility of the sales invoices. The Court found that Lara’s Gifts admitted the existence of the sales invoices but failed to specifically deny their genuineness and due execution under oath, as required by the Rules of Civil Procedure. The rule on actionable documents, provided under Sections 7 and 8, Rule 8 of the 1997 Rules of Civil Procedure states:

Sec. 7. Action or defense based on document. – Whenever an action or defense is based upon a written instrument or document, the substance of such instrument or document shall be set forth in the pleading, and the original or a copy thereof shall be attached to the pleading as an exhibit, which shall be deemed to be a part of the pleading, or said copy may with like effect be set forth in the pleading.

Sec. 8. How to contest such documents. – When an action or defense is founded upon a written instrument, copied in or attached to the corresponding pleading as provided in the preceding section, the genuineness and due execution of the instrument shall be deemed admitted unless the adverse party, under oath, specifically denies them, and sets forth what he claims to be the facts; but the requirement of an oath does not apply when the adverse party does not appear to be a party to the instrument or when compliance with an order for an inspection of the original instrument is refused.

Due to this failure, the Court deemed the sales invoices admissible as evidence. Furthermore, Lara’s Gifts failed to substantiate its claim that the delivered materials were substandard. The Court emphasized that whoever alleges fraud or mistake affecting a transaction must substantiate their allegation with sufficient proof, which Lara’s Gifts failed to do.

The Court also addressed the applicability of Articles 1192 and 1283 of the Civil Code. Article 1192 addresses situations where both parties have breached their obligations, while Article 1283 concerns the offsetting of damages. Since Lara’s Gifts failed to prove that Midtown Industrial breached the contract by providing substandard materials, these articles were deemed inapplicable.

A significant portion of the decision focused on the validity of the 24% annual interest rate. The Court referenced Asian Construction and Development Corporation v. Cathay Pacific Steel Corporation, where a similar interest rate was upheld. The Court reiterated that businesses are presumed to understand the terms and conditions of their contracts. The Court also emphasized that an interest rate of 24% per annum agreed upon between the parties is valid and binding, and not excessive or unconscionable.

The Court also clarified the imposition of legal interest. The rates of interest stated in the guidelines on the imposition of interests, as laid down in the landmark case of Eastern Shipping Lines, Inc. v. Court of Appeals have already been modified in Bangko Sentral ng Pilipinas Monetary Board (BSP-MB) Circular No. 799, Series of 2013, which reduced the rate of legal interest from twelve percent (12%) per annum to six percent (6%) per annum. The modified guidelines are detailed in the 2013 case of Nacar v. Gallery Frames, thus:

To recapitulate and for future guidance, the guidelines laid down in the case of Eastern Shipping Lines are accordingly modified to embody BSP-MB Circular No. 799, as follows:

I. When an obligation, regardless of its source, i.e., law, contracts, quasi-contracts, delicts or quasi-delicts is breached, the contravenor can be held liable for damages. The provisions under Title XVIII on “Damages” of the Civil Code govern in determining the measure of recoverable damages.

II. With regard particularly to an award of interest in the concept of actual and compensatory damages, the rate of interest, as well as the accrual thereof, is imposed, as follows:

1. When the obligation is breached, and it consists in the payment of a sum of money, i.e., a loan or forbearance of money, the interest due should be that which may have been stipulated in writing. Furthermore, the interest due shall itself earn legal interest from the time it is judicially demanded. In the absence of stipulation, the rate of interest shall be 6% per annum to be computed from default, i.e., from judicial or extrajudicial demand under and subject to the provisions of Article 1169 of the Civil Code.

2. When an obligation, not constituting a loan or forbearance of money, is breached, an interest on the amount of damages awarded may be imposed at the discretion of the court at the rate of 6% per annum. No interest, however, shall be adjudged on unliquidated claims or damages, except when or until the demand can be established with reasonable certainty. Accordingly, where the demand is established with reasonable certainty, the interest shall begin to run from the time the claim is made judicially or extrajudicially (Art. 1169, Civil Code), but when such certainty cannot be so reasonably established at the time the demand is made, the interest shall begin to run only from the date the judgment of the court is made (at which time the quantification of damages may be deemed to have been reasonably ascertained). The actual base for the computation of legal interest shall, in any case, be on the amount finally adjudged.

3. When the judgment of the court awarding a sum of money becomes final and executory, the rate of legal interest, whether the case falls under paragraph 1 or paragraph 2, above, shall be 6% per annum from such finality until its satisfaction, this interim period being deemed to be by then an equivalent to a forbearance of credit.

And, in addition to the above, judgments that have become final and executory prior to July 1,2013, shall not be disturbed and shall continue to be implemented applying the rate of interest fixed therein.

The Court clarified that stipulated interest shall be applied until full payment of the obligation because that is the law between the parties. It states:

Art 2209. If the obligation consists in the payment of a sum of money, and the debtor incurs in delay, the indemnity for damages, there being no stipulation to the contrary, shall be the payment of the interest agreed upon, and in the absence of stipulation, the legal interest, which is six percent per annum.

The Court established clear guidelines for the imposition of interest. With regard to an award of interest in the concept of actual and compensatory damages, the rate of interest, as well as the accrual thereof, is imposed, as follows:

When the obligation is breached, and it consists in the payment of a sum of money, i.e., a loan or forbearance of money, goods, credits or judgments, the interest due shall be that which is stipulated by the parties in writing, provided it is not excessive and unconscionable, which, in the absence of a stipulated reckoning date, shall be computed from default, i.e., from extrajudicial or judicial demand in accordance with Article 1169 of the Civil Code, UNTIL FULL PAYMENT, without compounding any interest unless compounded interest is expressly stipulated by the parties, by law or regulation. Interest due on the principal amount accruing as of judicial demand shall SEPARATELY earn legal interest at the prevailing rate prescribed by the Bangko Sentral ng Pilipinas, from the time of judicial demand UNTIL FULL PAYMENT.
In the absence of stipulated interest, in a loan or forbearance of money, goods, credits or judgments, the rate of interest on the principal amount shall be the prevailing legal interest prescribed by the Bangko Sentral ng Pilipinas, which shall be computed from default, i.e., from extrajudicial or judicial demand in accordance with Article 1169 of the Civil Code, UNTIL FULL PAYMENT, without compounding any interest unless compounded interest is expressly stipulated by law or regulation. Interest due on the principal amount accruing as of judicial demand shall SEPARATELY earn legal interest at the prevailing rate prescribed by the Bangko Sentral ng Pilipinas, from the time of judicial demand UNTIL FULL PAYMENT.
When the obligation, not constituting a loan or forbearance of money, goods, credits or judgments, is breached, an interest on the amount of damages awarded may be imposed in the discretion of the court at the prevailing legal interest prescribed by the Bangko Sentral ng Pilipinas, pursuant to Articles 2210 and 2211 of the Civil Code. No interest, however, shall be adjudged on unliquidated claims or damages until the demand can be established with reasonable certainty. Accordingly, where the amount of the claim or damages is established with reasonable certainty, the prevailing legal interest shall begin to run from the time the claim is made extrajudicially or judicially (Art. 1169, Civil Code) UNTIL FULL PAYMENT, but when such certainty cannot be so reasonably established at the time the demand is made, the interest shall begin to run only from the date of the judgment of the trial court (at which time the quantification of damages may be deemed to have been reasonably ascertained) UNTIL FULL PAYMENT. The actual base for the computation of the interest shall, in any case, be on the principal amount finally adjudged, without compounding any interest unless compounded interest is expressly stipulated by law or regulation.

The Court modified the lower courts’ decisions, ordering Lara’s Gifts to pay Midtown Industrial the principal amount plus stipulated interest at 24% per annum from the date of extrajudicial demand, and legal interest on the 24% per annum interest due on the principal amount accruing as of judicial demand. These modifications underscore the importance of adhering to the specifics of contractual agreements and the legal framework governing interest rates.

FAQs

What was the key issue in this case?	The key issue was whether the court could override the stipulated interest rate of 24% per annum and whether the sales invoices had probative value.
What did the court rule regarding the sales invoices?	The court ruled that because Lara’s Gifts failed to specifically deny the genuineness and due execution of the sales invoices under oath, the invoices were admissible as evidence.
Was the 24% annual interest rate considered valid?	Yes, the court upheld the 24% annual interest rate, stating that it was a valid contractual stipulation and not unconscionable.
What is the significance of Article 2209 of the Civil Code?	Article 2209 addresses the payment of interest as damages for delay in the payment of a sum of money, setting the legal interest rate at 6% per annum in the absence of stipulation.
What is the effect of BSP Circular No. 799 on legal interest rates?	BSP Circular No. 799 reduced the legal interest rate from 12% to 6% per annum, affecting obligations breached after July 1, 2013.
What is ‘forbearance’ in the context of the Usury Law?	‘Forbearance’ refers to a contractual obligation where a lender refrains from requiring repayment of a debt that is already due, often in exchange for interest.
How did the court address the claim that the materials were substandard?	The court found that Lara’s Gifts failed to provide sufficient evidence to support their claim that the materials delivered by Midtown Industrial were substandard.
When does interest begin to accrue in this case?	Interest on the principal amount began to accrue from the date of extrajudicial demand, which was January 22, 2008.

In conclusion, the Supreme Court’s decision in Lara’s Gifts & Decors, Inc. v. Midtown Industrial Sales, Inc. reinforces the binding nature of contractual stipulations, particularly regarding interest rates. The case also clarifies the requirements for disputing the genuineness of actionable documents and underscores the importance of providing sufficient evidence to support claims of breach of contract. This ruling serves as a reminder for businesses to carefully review and understand the terms of their agreements, as the courts will generally uphold these terms unless they are proven to be unconscionable or contrary to law.

For inquiries regarding the application of this ruling to specific circumstances, please contact ASG Law through contact or via email at frontdesk@asglawpartners.com.

Disclaimer: This analysis is provided for informational purposes only and does not constitute legal advice. For specific legal guidance tailored to your situation, please consult with a qualified attorney.
Source: Lara’s Gifts & Decors, Inc. v. Midtown Industrial Sales, Inc., G.R. No. 225433, August 28, 2019

August 28, 2019