were reversible errors of law there was no stay because shan was seeking to move the superior court to order appointment of a receiver present to california state law to take control of so there is no stay present to the controlling ninth circuit law which the bankruptcy court of course this court everybody in the ninth circuit is required to follow which is the chew gash line of cases to sided us versus those cases we cited pedler we cited the more recent ninth circuit cases that followed those excel innovations buscher versus shaw they all hold there is no bankruptcy automatic stay when the action is a receiver percent california state law to take control of the assets of d s m and non debtor there's no jurisdiction of the bankruptcy court over d s south and as is important later on of course the bankruptcy management interest is not properly a state yes or no there's no there's no nice or good case or bad case that says that all men the individual debtor is right it just hasn't risen up to the circuit level for the most part and i did a program at the have j c couple years ago trying to equate my colleagues with what else these are all about every case is a bankruptcy case bankruptcy court case these things just don't make it up to the circuits so you're right that normal corporate governance and the right to move for a receiver for d s l is is in effect a corporate governance right so even if the s f is a debtor there is a strong argument that there be no would find within a bankruptcy you know what's what's the you know what's the value of n l c controlling interest in a bankruptcy but there are plenty cases they talk about whether that management risk comes in and whether that can be frustrated because of the contract if so factor type clauses so i think it's it is at least a live issue and what the bankruptcy courts seem to be positing is there's an economic value to that management control although i didn't put a number on it and said look it's it seems to be worth more with the management control than the pure economic interest so it was that was an er problematic whether a chapter seven or eleven trustee would actually have jurisdiction over d s s a non debtor again if you owned all of the membership and you had exclusive management rights in those measurement rights are valuable when they buy by definition have control in the ability to to run take whatever actions we cover any cause of actions  woman had done a bad enough job of managing that it was appropriate under california state law for this a period where the only court that had jurisdiction to act to order a receiver appointed to take control of the eleven trustee or if you convert there's different ways to skin that cat if what we moved to convert several times in this case and it wasn't ordered and the fact is a bankruptcy trustee has no duty to protect every chapter seven trustee that has the individual's ownership ends and then extends that reach through that ownership to the minister a closely held corporation or entity has no business doing that under under your your scenario to me there's sort of two levels here one level is it may be that altman's a bad guy and somebody should get altman out of the role of managing because there's two ways to do that one way is you get relief from stay you go off and you get yourself a receiver second way is a trust point in the chapter eleven case who will at least theoretically not do bad things second level of analysis is is that doable in a conflict sense is there you know can you can you see that the interests of the creditors in all of them and  live twice for a conversion or a trustee or dismissal didn't get it and so we're playing the ball where it lies which is we made this motion and it should have been granted under controlling that circuit law now say and if you assume argue and there all about whether there was cause to list the bankruptcy say to put to allow suit against a bankruptcy debtor and a non bankruptcy form everybody agreed that the motion  yes also i want to start with perhaps with the last thing that miss march had mentioned about about that the automatic stay should have been granted because it went over the twenty fifth the twenty seventeen it was continued with mister and mrs march's consent to september twelfth twenty seventeenth that was already beyond the sixty days so she had consented i think what she's arguing is that every time was continued or after that we needed to get new consent i don't believe that's the law i mean we're already beyond the sixty days part of that was part of the delay was caused by miss march's own  continues beyond the sixty days i think that takes care of that matter as far as whether this is happy that the bankruptcy estate you know management rights management rights are property of the state there's case law that says now altman's rights under the d s s operating agreement was in addition to a share of the net profit net loss and and distributions he also had a right to argues that somehow his rights under the same agreement seem often agreement to two full complete and exclusive right to manage the s f business operations is not let me tell you where i begin to have a problem with us i think that what the bankruptcy courts i was just sort of makes sense that those management rights make the interests more valuable desk right now that would be demonstrably all if the plan were let me sell my membership interest with all the management rights along with it that didn't happen and nobody assessed that right so what the bankruptcy court said was it just must be that the ability to dictate when things happen makes us more valuable right that's not monetizing right no value the court didn't place a value on right now clearly what that creates is this question of who gets to who's driving this bus and why and i think that's really what this is all about and that's where i'm that's where i'm trying to make sure i understand what the court did and why it did it because i mean the sta right it's not supposed to subs we change anybody's rights what machine is arguing is that's exactly what's happening here that i have a right to go get a receiver in state court and you know all these rights begin from state law right so number one state law number two bankruptcy the extent you need to affect the estate and number three the code restricts some of those restrictions right so we begin with the premise that your rights your state law rights and what i'm hearing is that there is a state law right to go back to to a state court and have s be managed differently would does that affect an interest of the state sure it does but but who should do that that's the first question the second question is would you would it be the same test i mean would you have to show to get a receiver everything you have to show to get this hypothetical trustee that the bankruptcy court is talking about i'm not sure that's the case the third question is for the same reason the judge wallace was concerned about making making the debtor in possession or  trustee beholden to the stuff works the other way around too doesn't i mean how could a trustee could a trustee in this chapter eleven case the flip side too is that the receiver she was appointed would not have any duty but that's the point that how could any one person do both is my question because what you're assuming is a trustee could do both and i don't see how that person could well if addition to he would also take on those responsibilities and those up and the the duties right so those interests are perfectly aligned you don't have a problem the third not you might have a problem right but i my worry is i don't think the bankruptcy court really address one hundred percent owner and then we have machine who has a twenty five percent economic interest there's nobody else involved and i'm sure it was just there there right but i don't think there's any question that a receiver but other creditors at the soft you know there yeah absolutely the equity which is what the estate is i mean there's a confusion here as between the relations part of this is that it is not a direct ownership i mean it's not a direct creditor relationship of equity so it's a never clean you know it's i don't have a great answer for that i just think it's a problem but i think you know the fact that but whether or not a trustee would would owe a situation so i guess i'm struggling with what the difference is if it's a trustee well there is the court while machine had had questioned dismiss dismiss i don't recall conversion i may be incorrect but certainly dismissal she did she filed a motion at the very beginning of the case when the case was approximately two weeks old and then more recently and both times the court found that there was not there was not cause and the reason why sh s either selling or developing that property and then mr goldman would be entitled to a significant distribution which would be sufficient to pay creditors if not in full then a very large part of the claims and if he's not driving the bus that just makes it a whole lot less certain want to know that good stuff is going to happen right that's the point if at all i mean ok i mean i mean based upon the litigation that's happened what would ha and probably would be able to get mr goldman would not be able to compete financially with with with that so the plan on any chapter eleven reorganization is if a receiver were appointed that i believe that's the end of it and that it's very much the focus of what i think the bankruptcy court was was worried about so let me move it back to maybe what might be a little different ground and ask you the same question i asked mr march i mean i'm obviously judge seventy five percent equity and which he will still own even if the receiver were ordered appointed by the superior under the body expansive definition a property of the estate it includes all contractual rights of the debtor and a contractual of a judgment involving third parties does not have sufficient potential impact on the value of the estate that's the bankruptcy estate to fall under the bankruptcy code state provision so let's non debtor d s south so and i want to address one question that mr basam i don't think you answered question correctly altman can still do a chapter eleven plan if a receiver is appointed he can sell his seventy five percent interest in d s after put that money into the plan and then put in five years of surplus income minimum that's actually what he has to do under the ninth circuit zachery decision so it's not going to change anything that he has to do summer some up short like quickly it should be over under three sixty two to michigan agreed to the continuance to nine twelve she objected in writing when the bankruptcy court sue a spontaneous vacated its denial on nine twelve and set a briefing schedule for and a hearing on eleven twenty eight her first pleading father after that she objected in writing that that was going beyond the sixty days and there is no case that says that because she agreed to a continuance the first time she can't object the second time and she did object in writing and that is at the excerpts of record