think it may take usually both sides just fifteen minutes however we don't watch our clock in this division you can have as long as they want however we ask you not to repeat yourself we have read all the briefs we are read all of the i personally information pertaining to this case we're familiar with it so get t a key points first madam clerk  two thousand and eleven final judgment in this case which incorporated the terms of the may two thousand and nine agreed settlement order between reverend rhee and the directors and the administrative commission which is the plaintiffs in this case i'd like to make three points this morning first the administrators commission a religious entity lacked authority to act on behalf of canaan corporation an illinois not for profit corporation as a result the administrative commission had no authority to initiate this litigation and had no authority to enter the settlement or if the court agrees with us on this point it should reverse the circuit court judgment and it should dismiss the litigation in its entirety second the consideration for the settlement worker failed when the administrative commission dissolved kanan presbyterian church as a result of the dissolution the administrative commission was left with approximately ten million dollars in real property that it received from canaan corporation while reverent three of the director were supposed to retain control over the church were left with nothing this defeated the point of the parties bargain it was bad faith on the administrative commissions if the court agrees with us on this point it should reverse the circuit court's judgment it should vacate the settlement order and it should remain the case for further proceedings and third your honour's weaponry and the directors should have been given the opportunity to litigate their propose amended heller claim which contained allegations relating to the hammond strategy document a document that was a it roadmap for the misconduct he administered of commission in gauged in in this case tammany strategy is a document it's a legal strategy memorandum that was prepared by a church official within the national church we're dealing with here that's the p c usa and that document instructs a presbyterian church body to appoint administrative commission and organize a loyal minority of the church congregation to declare it to be the true church and  neutral principles doctrine that lets the court resolve a purely secular dispute with the church and the the tammin strategy is just an element of a counter claim that's based on bad faith and fraud policy well your honor that the issue is really the control of the not for profit corporation here and who controls the not for profit corporation the not for profit can you separate that question from the yes because the first point that the i think the court is asking about is is the argot we've made about the lack of authority to proceed with this lawsuit on the part of the administrative commission which was an organ of the presbytery and the senate and the religious part of the church and the point is your honor the first point of this element of the argument is that cain incorporation is different from canaan church and that's a distinction that the court can recognize without having to go into any interpretation of religious dogma or religious doctrine it can they can make that determination based soley on the the articles of incorporation of c corporation and canaan church the corporation has always been separate from the church the corporation came corporation is governed by its board of directors that were of directors is appointed on an annual basis re who is the president of the corporation the church the separate entity is governed by a session that session is selected with input from the congregation and so there is no overlap between the selection of the board of directors and the selection of the members of the church session and and that leads to the second point of this argument that there was no authority for the administrative commission to do order but the administrative commission had no authority to enter into that world or the administrative commission was purporting to act on behalf of the corporation here and because they couldn't act on behalf of the corporation it couldn't enter into the settlement or that the settlement order the litigation as a whole was was a no any and that gets back to the point that the bird of directors here of canaan corporation didn't authorize the administrative commission to file this lawsuit against robert reed instead it was acting in its religious capacity and when it did that it usurped the authority of the board of directors by winning the lawsuit and that turns the analysis to the third point on this lack of authority argument kanan corporation never subjected itself to the authority of the national church here in the p c usa the circuit court found that it did based on its interpretation of the articles of incorporation of incorporation the purpose clause of those articles states that the purpose of cain incorporation is to the religious exercise and here's the key language based on the constitution and doctrines of the presbyterian church in the united states and the  misinterpreted this language because based on does not mean under or subject to or subordinate to it gives the corporation the option of looking to p doctor in for guidance without requiring that it do so it's not mandatory and instead of interpret ing the language as it was written the circuit court inserted the word under four based on it and we've cited two cases that that demonstrate that this was error run is the be a look in case a look in was a dispute over church property the church officials in that case that were appointed by the national church tried to seize the local churches property and the national church claimed authority over the local church the articles of incorporation that were at issue in a look in actually contained stronger dispute over church property engine ossie one faction of a local church transferred local church property from one church organization to another the by laws that were in question in the  case like the articles of incorporation in a look and also contained stronger support nation language than the pope is fawaz that was before the circuit court here that language was at the local church recognized as it's had the national church and in spite of that language the appellate court engine nazi found that the language did not best control in the national church and the national church itself wasn't a party to the as well it's really it's a matter in a way of personal jurisdiction over the ration in this case that the corporation that the administrative commission said it was acting on behalf of because the relevant parties to the settlement whether he put the corporation itself resin properly before the court because a religious entity he administrative commission was trying to represents the corporation's interests and it couldn't because the corporation acts through its board of directors and the it ministry of commission never were seen the approval of the bird of directors to proceed with litigation against and subsequently throughout the course of the litigation the argument about the administrative commissions lack of standing or lack of authority was raised again and again including in the motion to vacate the site of an order and the court simply relied on its original rationale in denying the motion to vacate and that rationale was erroneous because the clerk failed to recognize this distinction between the church and the corporation and the fact that the administrative commission cannot act on the corporations behalf our second point your honour's aside from the lack of authority to enter into the settlement order is that the consideration for the settlement or a failed the consideration that  itself was recognized as a particular church within the national church within the p c usa in exchange he had ministry of commission received approximately ten million dollars in property from canaan corporation that it was supposed to an order was entered and b for the entry of a final judgment in the case through dissolution rabidly of the directors lost their authority over the church but the administrative commission kept the property and there just can't be any doubt that revenue in the directors never would have entered the settlement order if they knew that he administrative commission would dissolve the church and keep all the property the terms of the settlement order itself and its attachments demonstrate of consideration one of the items that was incorporated in the settlement order was the administrative commission's decision the litigation was settled because the administrative commission instructed the parties to settle it its decision recognizes r status as an install pastor it recognizes the membership and ordination of the directors and it also states that the settlement must not take any actions against reverend re inconsistent with his position as pastor in addition to the administrative commission's decision which is incorporated the settlement whether itself recognizes kanan church as a particular church within the peace usa and a church that's dissolved can't be a particular church it just doesn't exist anymore so those provisions just further demonstrate that when the church was dissolved the point of the parties bargain was defeated and if your authors don't think there was a failure of consideration and we feel that was the same facts show a violation of the settlement orders imply covenant of good faith and fair dealing to the extent the administrative commission had any discretion under the set up nor would it be used that discretion by dissolve ing church if there's two possible interpretations of an agreement like the cell in order the wrong that doesn't impute bad faith in any way is the one that has to be adopted and here that interpretation is that r and the directors were to remain canaan church's pastor and elders and continue their ministry i mentioned that the tammin strategy already your honor that i just want to reiterate as might my third closing point that i would rather read the rule on there mentioning instead it just simply entered a final judgement and that was an error he countered claim relates directly to showing that the church would be dissolved once title to the property was transferred to the you good morning thank you i need to clarify a huge factual discrepancy that my opponent is relying upon it is absolutely not true that the senate they see ever had title to this property it is also absolutely natural that the senate a c was in a land grab or was trying to i think in his words left his clients with nothing it's absolutely not true the senate they see did exactly what it was supposed to do here it performed exactly according to the church constitution an important document that is been i think overlooked is attached to my brief it's the schism document that was prepared by the senate a c and that's it supplement as a thirty seven is where figgins and its specific he states that and i'm going to read from this document i mean in an effort to show that the defendants characterization factual characterization of leaving them with nothing was absolutely not what the senate a c was trying to do this is what it says m s a thirty eight its is falling from this schism the senate administrative commission acting is the midwest county presbyterian dissolves the kind of geisha and you will facilitate the chartering of two separate viable presbyterian churches u congregations whose memberships will be in separate presbyterian in the document goes on to actually divide the land that's on the second page one faction gets this part of the land other faction gets that part of the land it is nat true at these defendants where the left with nothing what is true is that they didn't did not want to follow the laws of their own church there is further orders that were entered by the trial court in this case all of them work exactly correct two of them were entered by judge epstein two of them were entered by judge hyman the first order that he referred to was entered by judge epstein that pertain to the motion to dismiss and judge epstein this is a quote right from his order of november  to two thousand and seven in which he is addressing this motion to dismiss in this summarizes the exact principle upon which the standing is base canin presbyterian church and this is where the quote starts voluntarily joined and continues to hold membership in the presbyterian church again in presbyterian church has made no effort to would withdraw itself from the presbyterian church therefore it is bound by the laws of that church that's not something he just pulled out of thin air he looked at the church doctrine he looked at the relevant quote put real estate in financial documents and made a determination that this church was subject to the book of world or in the book of roy the provisions govern the situation  he the documents that he relied upon who were were these first there's a real estate deed that very clearly contain trust language involving the presbyterian church there was financial dealings w presbyterian church made loans to acquire the land there's corporate records articles of incorporation specifically provided that it is based upon the doctrines of the presbyterian church there is an amendment to the articles that said the same thing in a little bit different language those were the facts upon which judge epstein entered his correct order finding that the synod is in ministry to the commission had standing to enter the here between factions in this church the synod administrative commission did exactly what it was supposed to do when there's a conflict in the church the second order that was properly entered was done on may fifteen in two thousand and nine and that is the agreed settlement order then order was signed by the defendants to the extent there was any question about whether they were subject to the book of the order and whether the corporation was subject to the book of word or that was dispelled by the entry of that word or that order contained specific findings affect those findings affect provided consistent with judge epstein's where they provided these defendants their property their church their preparation are all subject to the book of what occurred in the synod when it ministry of commission has the authority over them the problem is they don't want to follow the rules of the church that was the problem litigation and it's the same problem today they don't want to be privately a presbyterian church and do whatever they want and not abide by the administrative commission's rules but they want to be independent of it but it's too late they submitted to the power of the church as judge epstein pointed out in the first order as they themselves confirmed in the second order of the agreed settlement order and may fifteen of zero nine and then we what follows is is really the self execution of the the stage that's already been set and that includes the two orders entered by judge hein in the first one and through january twenty sixth two thousand and eleven in which he addresses the issue of whether he should vacate the agreed settlement order judge time and very carefully goes through each of the claimed it bases to vacate the order consideration for recision coersion i think there was five different bases that they advanced he analyzes each one of them and then explains why facts that they had already admitted were facts and there was really no basis to do that finding the ultimate order entered in the case the march eighth two thousand and eleven order basically built upon all the rest of the orders and were consistent with those orders and ultimately entered final judgment in favor of the senate administrative commission the case was done at that point but then we go into this drama created by the defendants involving  at the first amendment there you can just look at the timing and get it resolved the tema strategy so called was a church memo that was created september of zero five that's before this case was even filed this is old evidence being advanced as a new theory in a case almost a year after the case is already been decided they'd filed their own counter claim september twenty ninth two thousand and eleven now six months after the case is already done they're going to march in the quote with what they claim is new evidence that's actually very little evidence and they're going to try to advance some entirely new theory of someone that they actually had the opportunity to do depose in the case as well there's no basis it was absolutely the right order to deny them the right to file that counterclaim that counter claim was flimsy at the hearing  contained in the record they admitted that it was based upon internet research that's where they found it at the last minute it's kind of like their last hail mary we can't go down in this case we got to retain control somehow it was it was totally bogus totally flimsy and judge i meant i think said very clearly he had no idea where this came from and the reason is because it was too late too little too late it was really not a motion for six months after the case was already finished  i could say one more thing about the consideration since he spent some time his argument about that he agreed seven order very specifically provides that the trespass count in the cook complaint was going to be dismissed so the defendants were going to be permitted to continue to be on the property however and that was consideration for the agreed settlement order however they were still going to submit to the authority and the laws of the church that is what they did it did not mean therefore that their statuses were guaranteed for all time they head to the they must continue to be subject to the laws of the church and could not  defy those and claim it doesn't matter we can do whatever we want that's all that the agreed settlement order did was establish the authority and the governing documents the cases that they relied on these three cases dispute when there are hopefully are not religious issues in one of those cases is the constitutional foundation of the constitutional link between the local church and the general church this powerful as it is in this case and in this case it is clear in all those three cases for one reason or another the connection is just it's loose is that there's a escape holes here and there and so the quote said it just wasn't that clear that is not the case here this case is clear and if it wasn't clear by the agreed settlement order they made it clear by their own conduct that you're i three points the first relates to tell souls conference on this lack of authority argument the administrative commissions position continues to be that the national church always had authority over canaan corporation the the secular corporate entity that we're dealing with here and that argument just disregards over thirty years of separation between the corporation and the church the corporation was set up as a separate not for profit corporation in nine hundred seventy seven and throughout its existence it continued to main maintain that separation between the corporation and the church that the administrative commissions position would really create a situation where a church can come in at any time and start to exert control over a separate corporate entity and that's a very dangerous precedent i beat the tail in strategy issue the color claim issue council has has tried to deemphasize the significance of this damage strategy document and it's understandable right because the document sets out a strategy which is the strategy that was followed here by the administrative commission when the administrative commission in settled the case and then dissolved the church keeping the church's property and taking away what robert ray in the directors got as a result of the settlement so the tamron strategy document is is the plan it's the outline for the administrative commissions conduct here and as soon as that document came to rights he motion for leave to file the counter claim based on that document was filed and weaponry in the director's been allowed to litigate the counter claim they would have had an additional basis for vacating the settlement order that was entered and then finally runners on the on the failure of consideration were not suggesting that rivalry and the directors had had a an unqualified guarantee that they would always remain the elder and the pastor of the church but they had a reasonable expectation ate our rights to at least maintain that status pending some type of further disciplinary action and the disciplinary charges against reverend re in the directors within the church were dismissed within the church and that was recognised in the settlement or and despite their reinstatement despite their exercise of the offices of pastor and others the administrative commission came in and it dissolved the church and put away r ability to minister to his congregation and took away the director's abilities to continue to serve as elders so if your honour's have no further questions i guess that you dismissed the case where in the alternative renamed it to the circuit court for further proceedings when you question this or early to judge this is a preliminary election no your honor still on you it's not necessary