honors i think i'm in better shape and i indicated by having the wrong part of the day mr bizet's say yes your honor would you like to start yes run good afternoon your owners may please the court my name is kevin does that mean counsel for the appellant morris engineering incorporated this matter comes before the court from the order entered by the circuit court and january twenty three two thousand and nineteen at which time nineteen with regard to morris engineering's motion for reconsideration although the trial court denied the bulk of more centenarians motion for reconsideration it did reconsider and  court the standard of review is by this court is de novo the history and facts behind this case are rather lawn as set forth in the nd amount of complaint in the briefs before the court the relationship between plaintiff and the various defendants goes back long long ago back to the early part of two thousand and two at that time philip and his brother james ragan contacted morris engineering requesting that they provide engineering and surveying services for real estate development projects that they owned and control or otherwise were involved with specifically at the request of philip and james beginning in two thousand and two morse began providing the services at a residential home site len few woks glenview walk estate subdivision which was owned in the trolled by the hiller development company corp rather james reagan was the president development corp of the hiller development corporation several years later continuing after its work philip and james regan again contacted  more sentient earing and requested they they continue to provide services for another one of their real estate development projects this one in two thousand and four was the peotone myer glen  owned by the peotone development corporation of which philip reagan was the president during this entire period of time more center nearing continued to provide its services to and on these various projects that were owned and controlled by james and philip regan and were paid some but not will of the monies that were they were owed in two thousand and fifteen they were contacted again by philip and james regan and requested to perform again surveying and engineering work at yet another project this was the prairie ridge state subdivision owned through an entity not called gnu linux development l l c of which james and philip ragan were the only managers of that l l c once again as with the other two projects philip and james regan represented to morse engineering that they all want to control the project and that they would continue to be paid for their work on these on these projects as we've alleged in the nd amended complaint as of two thousand and seven morse engineering had an outstanding balance to have in excess of one hundred and forty thousand thousand and thirteen there were discussions and negotiations that took place specifically between philip and james rican and more ascension hearing in order to reach a compromise and it and all of the outstanding amounts o sanjay nearing and to establish a payment schedule for that payment as a result a written contract was prepared by philip and or james regan to settle all bills all debts between more center nearing you l development the reagan corporation hillard well belt macor peroration peotone development james and philip regan in consideration for reducing all of the amounts that were owed and due to to by the various entities or singe nearing agree to accept payment of twenty five thousand dollars or about september st of two thousand and thirteen and another twenty five thousand dollars or about september st two thousand and fifteen from the new linux development however because of this long tortured history of some payments and some not payments more essential nearing requested that everyone that they had any dealings with anyone that they had any knowledge of related to the including the individuals philip and james rican as well as another entity that was known that the reagan's own to controlled regan corporation was made a party to this agreement an agreement that the reagan thousand and thirteen rather and was signed on march th two thousand and thirteen specifically by philip regan for gnu linux development agreement itself is very very simple  it's literally two sentences in length it states quote this agreement is to settle any and all bills between more sentient hearing and gnu linux development l l c r corp hiller development peotone development and including any and all bill for philip regan and james regan morris engineering will receive twenty five thousand dollars on or about september twelve thousand and thirteen dollars and another twenty five thousand dollars on or about september st two thousand and fifteen from new lenox development l l c and it was signed by philip regan on behalf of  i don't know that gnu linux bet morse engineering did but i know that at least one of the regions does have some legal training i believe attended law school i don't know if he's ever practice law but one of the re well the count one of the nd amount of complaint which did withstand a motion to dismiss seeks the recovery of fifty thousand dollars directly from new lenox development and that count is not an issue in this appeal it's with regards to counts twenty three warrant by count two was brought not against new linux development but rather against the other defendants and it and an agency theory was brought against hillary development corp the peotone development corporation regan corp philip regan and james regan all referenced in the actual written agreement prepared by one of the regions and we're seeking a recovery against these defendants as the disclosed principle under a breach of cut under the breach of contract theory you linux development clearly was acting on behalf of itself because it bound itself under that written agreement but it also was acting as a disclosed agent on behalf of the other entities ads as their prints as its principal and those entities again are killer development peotone development reagan corporation philip regan and james r neighborhood of one hundred and seventy one thousand nobody here or i'm sorry your honor well they hired a lawyer at that point in time no one did hire a lawyer that's correct we went into the case to the matter and we filed a complaint in two thousand and seventeen the original complaint was challenged with a motion to dismiss it was a very different complaint we alleged a breach of contract in counts one and counts t o first for the fifty thousand dollars and then nd for the sum sum total of one hundred and seventy one thousand dollars at which time the circuit court granted the motion to strike corporation the individual regan's as well as healer development and peotone development because it was clear that the intention was to reach a compromise between all of these entities all of these individuals and more sentient hearing for  reduced amount at a set schedule september st in two thousand and thirteen and september st two thousand and fifteen and as we know from the facts that did not happen working through and with with regard to any of the entities philip and james regan they were the people that they dealt with there was no allegations that at any point in time anyone from or center nearing with regard to these business arrangements dealt with anyone other than philip and james regan they were the controlling parties they controlled each of the entities they negotiated i'm the half of the entities they were the ones who were hiring relationship they had with the two reagan individuals who continued to perform work the reagan individuals as well as the entities benefited as a present that work which led to in two thousand and thirteen the enter into entry into finally the written agreement and we do what ledge in count two that there is a theory of agency under which more sentient hearing should be entitled to recover against not only the individual regan's but the other entities named in the agreement because there clearly was we have alleged a principle agent relationship between the parties it's clear that the riggins were controlling all of the entities including gnu linux development and that the conduct of all of the entities was being directed by him within the scope of that agency relationship the reagans were using these various entities for their benefit in order to ensure that the work that was requested to be done at the properties that they own can control was done and as we set forth in the briefs it is clear that with regard to engine c the hallmark is the right to control by  by the principal right to control the agent and clearly we have established actually that these principles were being controlled these these agents were being controlled by the principals and in this case the the heart of the principles were philip and james regan they had total control the exercise total control over all of the entities with regard to the relationship with more sanjay nearing and we further set forth that when an agent discloses in this case with regard to the contract the agent would be would have been you linux development when the agent discloses the identity of the principals and they were all set forth on the written document prepared by the reagans egypt is not responsible under the contract unless it expression he agrees to do so clearly in this case you linux development the agent expressly agreed to bind itself so not only is gnu linux development responsible for the breach of the contract but it's our contention that will of the other parties are equally responsible and liable for the breach of the contract because they were disclosed principles of the agent and the agents daily are to have fulfilled know and our position is that the trial court properly dismiss count two with prejudice count three with prejudice come for with prejudice and come five with prejudice except for more is contracted with hiller development report professional services in two thousand and two and it alleges that as of december th two thousand and seven that pillar owed it the amount of one thousand nine hundred and fifty one dollars twenty five cents morris contracted with peotone to perform professional services in two thousand and four and as of december th two thousand and seven morse alleged peotone owed it three thousand two hundred and sixty eight dollars twenty five cents or as thoroughly contracted with gnu linux development to perform professional services and two thousand and five and as  that have a separate development in a physical location also there's allegations in the complaint that reagan corp did not enter into a contract with morris philip reagan did not enter into a contract with morris james reagan did not enter a contract with morris and neither reagan corp or philip regan were james ray and owed any money to morris under any  any contract or any invoice in council talks about how in march of two thousand and thirteen after a tortured history that they said that they made a party all the people party they made new lenexa party they made reagan corporate party they made hell or development a party they made peotone development and that reagan's individually parties to this contract that contract is attached to the complaint is exhibit a and looking at that contract there is no there's no evidence that any of those parties are those entities or individuals are a party because the only party linux development has a signature line for one party they were the party that was contractually bound in council in their pleadings admit that phil reagan who allegedly prepared this document was the only one who signed in his corporate capacity and never agreed to be personally liable to in this to his contract count two is the complaint is the count for vicarious liability that was dismissed under two thousand six hundred and fifteen the so contracting party was gnu linux development and sentence two of the contract says that it will receive money specifically says morse internet will receive twenty five thousand dollars on or about september st two thousand and thirteen and another twenty five thousand on or about on or before september st two thousand and fifteen from new lenox development only party that is receiving money from a new less development is the only party to the contract so count two is right carries liability well unfortunately for for the plaintiff a carries liability is not applicable to contract law this is a tort doctrine of tort law where a principal can be helped not liable for the negligent contact of an agent within the scope of agency but has no application to contract law he was an agent of the doctors there is no bearing on this contract law contract law or this case they raise an argument about agency however morris fails to lead any facts established new linux development entered into the contract is the agent of phil regan or the three independent entities they make some comments that that the allegations that the reagan did this was  of an entity and requested services that would be done for their individual benefit is completely flies in the face to all corporate an l l c lie bill of the shielding laws under the statute or under common law  engineering also fails to allege that north new lips of element have the power to affect their legal relations they only make a general conclusion reallocation that new lennox was the agent because the riggins purported to own or control cities and requested the work performed on the project and was interesting about their pleadings they allege that the reagan's were owners and managers and principals and then somehow the agency gets flipped where gnu linux development is now the agent on behalf of the read it there's it's a complete flip of what any allegation they had in the complaint and there nothing to support that new linux development was an agent on behalf of any of the individuals and entities and i want to point out too that under the con at the time that the contract was made the reliability petone it was only three thousand two hundred and sixty eight dollars but yet those five those two entities so i three entities and two individuals with no liability before are all the sudden going to be not liable individually in join courtesy because no and it says says if any amount owed and i think it was probably done as a courtesy to morse engineering what courtesy w all sense that their dad paid well i think i don't think there was any false sense of security that they were trying to give them i think knowing that the party that was signing a contract that there was no exterior there is no liability for those that is or individuals and the party signed the contract with new acts development that there are is that that the party signing it would be the one that would be responsible and liable under the contract let me back up right that was that is alleged by the plaintiffs in the motion to dismiss i don't i'm not a i'm a convinced that it was actually drafted by my client that was alleged by the plaintiff and that was not addressed in development and these entities that allegedly it signed a contract for it's one sense it's again it's conclusory so conclusion restatements can't be well supported and and and it motion to contract were or what about the other end of the purpose of a contract i think the purpose of the contract was that if there is anything that anybody owes if anything but nobody owed anything so riggins didn't know anything they had no liability the regan corporation had no liability they admitted in their two thousand and seven in two thousand and seven that at that time which was the last time we have that the only parties that had any liability were to linux development at up roughly one hundred and thirty five thousand  those other entities and best case scenario but once again this is a compromise so really the only compromise was gnu linux development own in place which at the time was roughly one hundred and thirty five down two hundred and fifty thousand two now so everybody else into it no x no life was twenty five thousand and drink payments right correct years correct let me ask you just didn't theory can party be an agent for a specific incident without being an agent for all purposes i think possibly it could but i think in a corporate or an l l c establishment i don't think that's applicable laster is the proper pleading for it and i think don't think plaintiff has pled that in this case well in this document this contract you have new lenox being given the authority to pay the debts st of all to assess the debts because it says any and all so they're given the authority to assess d what where the debts are and where there are any to pay those debts why is that not an contract and i don't think there's anything that shows that there is that they are now acting on behalf of two individuals and and three other entities in any way in this agreement and i think it's clear in ambiguous sorry it's an ambiguous that the contract binds gnu linux development for the amount and there through the only party to the contract well i agree that the only party to the contract again and in theory what this is saying is we are that gnu linux has the authority from these other parties these other people these other entity it's to determine which  morris and to pay that money on their behalf is that lot what this contract is providing i think my read on it is that the contract but the pleading show that they owed no money so i think that it creates an absurd result that individuals that didn't owe any money are now going to be individually responsible for a debt that was signed on behalf of a company that had the obligation honor yes i think the court is absolutely correct the contract which was drafted by the reagan's includes all of these other entities including reagan corporation and the two individuals philip and james reagan if in fact there were amounts that were not altered they didn't wish to be part of this contract they could have simply not been included they were  drafting parties back that they were included it suggests and the language of the contract suggests that this was a compromise to pay morris an amount and behalf of all of these entities here it gets an allegation and the nd amended complaint your honor and purposes of the two hundred and sixteen motion to dismiss it's a well planned fact that has to be accepted as true at this point in time  point out counsel is correct there is an allegation in paragraph twenty nine with regard to agency paragraph twenty nine of count two but count two repeats in a restatement real ledges incorporates all of the preceding twenty eight paragraphs of the nd amended complaint and in all of those paragraphs it is detail the relationship and control and actions taken by the regions i'm a half a pill or development the reagan's on behalf of peotone development the actions taken by themselves on behalf of gnu linux development well with regards to worst sentient hearing it's also alleged that it one point in time it is it suggested by the reagan's it's alleged in the nd amount of complaint that amounts that more sentient hearing hadn't been paid by hiller development could be recouped by work that was going to be performed by or on behalf of complaint that the reagan corporation we didn't perform any work on behalf of the reagan corporation directly that we're aware of we did not perform any work directly for phillip or reagan or james reagan that we're aware of but we requested that because of this history of representations and nonpayment that they be included in this agreement so that they could potentially also be liable and responsible for this amount that was the purpose the purpose was to ensure that it wasn't just going to be gnu linux development it was going to be this larger group of individuals and entities that could be that would be responsible and liable for this fifty thousand dollars debt yes your honor yes we are we're simply looking to make sure that we have other entities other individuals from which we can collect that fifty thousand dollars as a result of the breach of contract by gnu linux development as you agreement there is no guarantor agreement the only contract the only written agreement the only agreement at all in writing is what is included which i've read to the court earlier that two sentence very big but it includes and it compass is all these other entities and counsel is correct i mean even if philip regan and james regan and regan corp didn't have an obligation they could have become guarantors taken on that responsibility taken on that liability and we contend that based upon this contract they did accept that responsibility and liability and when you lennox development failed to pay they each of them each of these entities each of these individuals became responsible for that fifty thousand dollars debt and lastly again i just want to remind the court this was this motion was heard by the court and the trial court dismissed count two with prejudice under to si regard to the statute of limitations and unfortunately i see that my time is now over and i wasn't able to fully cover those but i think that the briefs set forth are arguments with regard to those claims as well thank you