coase i want to start with the statement that if you take the defendant's positions in arguments is it true my clients that's just in grants or national work for free why do i be evidence cruelly demonstrates the opposite importantly first want to discuss the regal cutting tools transaction the real cutting tools transaction was a transaction in which mr  represent me he didn't say anything other than meet and under the act he was the individual who was hiring mr shot as a broker in the transaction as a result of the act he was not in illinois resident he's a korean national and therefore the act doesn't know what additionally in the other aspect of the act two elements the requirement that the assets were also based in south carolina that's right and worse and the purchaser is something in illinois and so it is part of the assets but i disagree your honor i believe that the definition of business is the business in any part of bins being know what's going on and i think it's clear when you look at the shway case i think it's clear when you look at the purpose of the act it's protect it we're only businesses selling and illinois purchasers and here we have a wisconsin commission so the argument that they have that the real estate law license your act applies is is a red herring it does not apply because we're not claiming any commission whatsoever related to the sale real estate either in illinois or in south carolina and as a result mr sha'ath did all the due diligence he was authorized by mr song to do that he negotiated a majority of all the terms the entire song got involved  the very end of the case situation where he came in and negotiate a lower price but a lower price based affected he decided to take on additional liabilities which were originally not part of the deal mainly environmental and some insurance so the price was lowered what would you would do you interpret the business brokers act statement that when the company or business sought to be sold has its principal place of business in the state how would you business in that mean assets necessarily doesn't mean the company this is the business it must be something different than the company i disagree but visibly mean this what do they mean what will they need when you're talking about the business being so what's happening here we have a principal place of business for purposes i believe of the aca interpretation again being wisconsin there was not a separate business address for the queen's hills division other than it had a separate locale but its principal place of business for white which is woken in the way it was got it did not conduct business with its own address it did not conduct business as a wholly owned subsidiary it did no business on its own and there's no evidence is nothing in the record in this  because mr bernstein could show nothing other than answering some in iraq the tories or having been volved at some level in the initial contact with clients and done any work whatsoever had no time sheets he had no there's no evidence of any services rendered much less a reasonable value to what those services are the ten percent is arbitrary ah and as a result it reversed it the cases we rely on which are the roman alison  feel and then suing to get caught there what we say to finders fee for being the procuring cause and each and every one of those cases you know the court did find that the individual broker was a peer current cause and because in the end business the god commission to be paid is based on a percentage of the assets being sold the real stake and sold that it was fair in a reasonable to assign a percentage to whatever the answer sold as the  amount to be awarded to the point it's in those cases and that's exactly what we're saying is the case here where mr shaath again brought the dealing in there's ample evidence in this case it's demonstrated in the briefs in the appendix o all the services that were provided by mr shat which are to to by the defense in it he brought us to deal then he was our representative who went through in great detail and did the due diligence visit the various sites and the negotiations an agreement that mr chef isn't doing it for free and that there's an agreement that there's going to be compensation when there may have been but what that amount was apparently was no agreement if you believe there what i would ask the court you do and i find that when you look at the totality of the circumstances and it goes back to my opening thing my opening theme being the defense position that the nash did the best we transaction as a secret deal is not accurate that he did the regal deal for free is not accurate that on the sound tools that he won money to solve tools and wasn't repaid but it was just occurred to us where enough money to a company just because it's not proceeded to do all of what was asked of him there's no question he was that we persons don't question he brought the l there's no question that at the in the day there was an agreement that he would be paid defendants say thirty thousand we say ten percent we have a situation that is obedient usual we have to remind ourselves that we have korean nationals we have korean companies we have chinese companies we have indian companies we have an indian american involved in these transactions and it is resolved through our cultural differences and i think was evident in the trial and the task noni of all the various witnesses both plaintiff in defense about the different costume and practices of how that there was a side deal if you will or or understandings as to the transaction that over all these years he dealt directly only with mr song they had a personal relationship and only the two of them who is the president of premier cutting tools also wholly owned by mr song who both companies located in the chicago area both come in testify that they're on paper only they do what mr song tells a net net zero to mr shaath he makes no money that makes no sense that can't be the case and it's not the case based on their customer practice of years of in business and how they did transactions where m because the defense failed at the time of trial to present any jury instructions and principle agency has failed to present any jury instructions as a result what happens what happens  agency relationship which is not part of this case there was nothing secret it was all in the open the songs attended the closing they were there when this transaction happened there's no question they knew that all times exactly was happening and regarding the aspect of five million dollars for the nine machinery for the machinery and then one point two nine three for the non machinery assets it's borne out by the that there's a lone sob tools to mr song and there's a loan from mr song to besley cutting tools the entity that is created to hold the acquired assets for one point two nine three which sits on their financial no compensation was an edge service to the transaction for which he didn't receive significant compensation and best we could insoles reveal there was the agreement upfront that i'm going to do this transaction why do you call that because he's being paid significant dollars in the transaction he's then willing to assist there after n y c one india he was making significant dollars on machinery being shipped over when we were have the issue of you know the machinery being shipped over paid by whites in one korea this machinery shipped over recondition those charges the jury found an error in our favor on that and the fence interesting we don't raise that issue directly as an issue on appeal but they do instead is they raese issue that the for the many complaint was untimely and prejudicial which mccarthy not just mccarthy found not to be the case  all the experts this is now made of ten months before all the issues everything it's handled with care and the experts regards recondition so in fact there is no surprise what was done what was done to listen to all the evidence and at the end of the case if i believe that this is what the minute complaint serves only to confirm the pleadings improve and be proper to put before the jury as the complaint at issue i'm going to  as a result we find that when you look at the top tell you circumstances there's no question that the fines are on the jury on the best sequential transaction was against  tools loans was against manifest with the evidence you reversed and judgment entered for one hundred thirty thousand that's identified in our brief as there's no evidence to the counter that the defense request is cross best for five million dollars includes an inventor we work in progress romit serials everything in this purchase agreement country is an integration clause states in that it supersedes prior for freud based on the alternative version of the events but they never introduced any conflict in the alternative evidence of how the profit once the jury found that the that was a fraud that that would offset the profit you know i'm not quite sure what they could do they didn't do it and they shouldn't get the second bite at the apple they had them but to miss it and they didn't take advantage of it it was probably a strategic decision on their part not the real contest that  certainly you won a surprise because on the very day before the key scheme mom before judge mccarthy judge goober emotions judge who presided over a case for more than three years didn't allow defense that was prepared was a different defense they knew what i meant but changed the nature of who my clients were required to present a trial even if my clients knew that the moral of that list oral agreement for the record the time our firm was about ten percent the size of hope policy so i think the size of the firm matters to any of the issues in this case regarding that the last point about judge goldberg there's no record of what bet the argument being that there was a written purchase agreement that was in place which clearly identified the assets being purchased it's being sold by graner's purchased by bessie cutting tools b c newco acquiring company is entirely not accurate i mean the evidence is very clear that at one point mr song asked for a written agreement because he needed a ats to show his accounting department for customs purposes the w  was produced as different signatures as no any indication the record that that actually did happen and in fact there is no one there written agreement that they could produce a reference sample during the course of the trial they can produce no other document why because the only other this is the five million dollar purchase order that's the only other documents they also a one page document you can't you can't pay attention a five million dollar deal for a three hundred thirty million dollar company one page but they forget is exhibit a one page exhibits one page is a fifteen page itemize spread sheet machine by machine serial number and putting of millions each and every one of those machines which in totality is five million dollars so the fact that there was at one point this purchase agreement big greet at some point that that wasn't the one that was in place they can produce no other call we have just a five million dollars purchase order which we believe shows that the jury verdict was against the manifest weight of the evidence given that opposite and contradictory to the position that there was fraud so inherently by presenting our position on that it's disputing their position that this was fought so to say that we didn't dispute anything we didn't dispute the damages it's just that it that's the indian the late amendments did you have an expert there was no expert but the expert if it is an initial matter none of this information is in the record and i peel so it's not that our clients failed to pay for the actual cost of the machinery shipped to india the expert was asked to analyze the the financial records so we certainly knew about the argument but we were prejudiced because we were not given the opportunity to develop evidence in discovery to rebut they're there you know they're very late