could we call the st case thank you good morning we have st of all preceding accommodating our change of schedule on late notice thank you we're on a bit of a tight schedule ourselves we're going to hold you to fifteen minutes aside mr hirshman i assume you'd like a couple minutes  was actually i'm struck intentionally as two separate entities one was a limited liability corporation and that was combined and that was the entity that actually sent people out to represent manufacturers with respect to products and it was an l l c and  be evidence show that the evidence showed that he was not an employee directly except he did get paid through combined he worked his accounts through  to trial court said that he received a salary from combine and it was there for employees he'd we have a basis for overturning judgment because no we don't have a basis for that or the way the way it works there was of the managers came together and that would be policeman eisenberg and mr oliver as the desert you're saying that those three individuals were managers know the manager was the entity that is specifically a part of the combined i do not believe so i don't believe there's any evidence in the record that there was an officer of kumar the when the trucker said he was an employee you think that was the correct characterization of him i think so i mean i permit a different kind of structure with different kinds of fiduciary duties and the standard self was clear that the future of beauty in that kind of entity is the manager's responsibility and not responsible for taxes and was he the treasurer do i have that right i don't think so i think i think i assume that mr gleason alysa treasurer because he was the one who originally set out  imaging combined and with respect to his solicitation the courts well it was managing and owning combined right it had fifty one percent owner it it is had fifty one legislator oliver couldn't try to compete in so on and there is nothing there are no confidence not to compete in a holding company there are did something which would adversely affect the income would that be a cost to reach you know because of two things first of all the managers of combine knew that he was intending to go and compete and has the court said there was a remarkable admission that despite despite bob somehow precluded him from contacting the customers then the actions of his coal directors also have to come into play and you have to say was this entire fearless on their part on the when they knew what he was doing they knew would instantly and they chose to let him do it anyway and then sue him seriously and like they had he loses everything even if they're correct has to pay them six hundred and twenty seven thousand dollars more on i think we have to call you compete with combined or i could compete with him which he did by taking the ace hardware rights he represented to hit the combine and then combined with c's pain to retirement benefits when he did so the choice was this that's exactly what they said in the horse case with respect to mr hoffa the attorney who left mayor brown who wanted to could compete and take his clients the court said a former partner is free to practice law in clients or not restrict their choice to counsel reason why this is distinction between the employee cases in a typical employer case is this court well knows the congress imposes a hardship by the employer a potential hardship can't work and it may hurt the public by lessening competition this good will the accounts of combiners the service commissions are still paid and the retired partner gets compensated for his years of service and very significantly just as in coffee and  eisenberg testified under oath that when the restricted cover referred to the aspects of the business it was only referring to the four different distinct areas in which they function and so to description of the of who they are but ways as you need a statement gauges in any aspect of a company's business the question is what's the espec of the company's business and so both parties testified management team as mr hershman acknowledged at the end of the year they manage the business of command but at the end of the year specifically they all got together and did and they decided who was going to get what that cetera they side with occasions at the end of the year  to he says that the hardware division is separating to be called a signature there was no separation no one had agreed on anything he knew they had he said of the situation was made to the white was always those cases just hey i have nothing to do with the kind of situation we're in so we'll meet let me ask you this sure the trial court there didn't seem to be a whole lot of evidence of what mr oliver was doing with the clients he might have been january one but the judge in finding a breach of usury duty said it's it's it's hard to believe he could have converted clients that quickly that he must have been somehow greasing the wheels with these guys you know police her but they were told if there was an amicable separation he would go with them if they had any secret with that research no i don't think so i don't think there's a case that says that simply as a matter of fact i believe the case law is that you are allowed to plan to leave and establish even a corporate shell so that you can and in the ellis case where there was almost a similar structure building if you want to ground or solicitations but you can't solicit before you leave so i'm asking if you are conspiring or whatever you want to call it with other employees to leave does that cross the line or not mean i'm just trying to think about  i guess the question would be whether they felt whether they felt that a misrepresentation had been made to them and whether they felt that they were fools and i think the answer to that is that it was  who they wanted to work with and when he called and said i'm working with signature in new entity that was the critical thing it wasn't you know it wasn't anything about how it came to be that he was making these calls and again there was no evidence of any of the straw workers clients and their attitudes and views that was obviously available in the sky bridge it was not a put into the record