Jeff was repaid $120,000 before the Castle debt arose. There is no evidence that when
Steven took over, he offered to provide a personal guarantee to Castle for the Rehill
account. Nor did Castle request one.
 In 2015, Rehill was having financial difficulties. Its outstanding account with Castle had
grown considerably. Its bank put it into a “special loans” category. Rehill sought further
financing through a lender called Waygar Capital Inc.
 On July 6, 2017, Steven sent an email to Shawn stating, among other things, that he
anticipated the “restructure to be in place sometime in July…Once that is formalized, I will
be in a strong position to propose a plan to settle the outstanding portion of the account in
a timely manner.” Shawn responded on August 12, 2017, stating, “On my last board report
I had included that new financing should be in place by July and now things are looking at
the end of August. I have not taken any action against the account, but the account is up
another 400K and I will be forced to do something.” He requested a call and an update
from Steven. Steven called Shawn on August 15, 2017 and left a message.
 Waygar required a priority position over Castle in order to lend money to Rehill. It asked
Castle to sign a document entitled “Postponement, Subordination and Standstill
Agreement”, which I will refer to as the Subordination Agreement. The effect of it is in
dispute. I will address that below.
 On November 7, 2017, Steven sent a letter to Shawn setting out a proposed payment plan
contingent on Waygar’s financing being in place in the next 15-20 days.
 Castle signed the Subordination Agreement in favour of Wagar and returned it by email
dated November 8, 2017. Shawn states that Steven promised to pay Rehill’s outstanding
account from the Wagar financing. This is why Castle signed the Subordination
 Castle considered Steven’s proposed payment plan and added some terms after Steven’s
last term. Castle added a heading “Additional Requirements”. Castle’s term #1, which is
in dispute, states, “Updated security will be required, including, and not limited to a
General Security Agreement and a Guarantee, Assignment and Postponement of Claim
from Steve Parks” [emphasis added]. On November 17, 2017, Castle sent a letter to Steven
incorporating the additional requirements. Steven signed at the bottom of the page under
the statement “I agree with the terms and conditions.”
 On December 6, 2017, Shawn sent an email to Steven stating, “We are expecting an
additional payment of $100,000…An additional immediate payment of $50,000 is due for
the main account for the old balances…An additional $80,000 is also needed for
November; The security documents are attached, please sign these and return them to me
 On February 2, 2018, Shawn sent Steven an email stating, “I have not been able to connect
with you as I would have preferred to speak directly with you about this. A credit hold
notice is going out on the accounts today to the vendors. Please call me anytime to discuss.”