capital to introduce evidence regarding the work that its sole member os while those who go allegedly under took for von trier while associated with companies other than quantum no there was a claim to be sure in who goes own testimony that there was in fact a oral contract which is to say actually just to be clear judge recently i don't think it's so much a question of whether he was affiliated with testify that there was allegedly an oral contract but the uncontroverted documentary evidence indicated that during that time period been tried did not have a relationship with quantum capital had an exclusive relationship with another entity active during much of the relevant time period prior to bon tribes entering into the written contract with quantum capital in two thousand and eleven and indeed quantum itself in the arguments on the motion for judgment is a matter of law essentially conceded that the only thing that it was pursuing a claim on was the conduct after the written contract was executed and that's really why this eviden that not only did judge and caro permit the introduction of testimony for work that who go performed for other entities she permitted the introduction of testimony that was really ultimately testify it was done on behalf of quantum judger assane the dispute was of course about whether quantum performed its obligations under the contract and quantum of course was the point if and quantum was the party to that contract and indeed i think after having ruled definitively and unambiguously eliminate that evidence of work that who go performed on behalf of these other entities could be admitted judged and karo throughout the proceedings and in particular on the arguments on the motion for judgment as a matter of law express really the same concern that we're raising here she said that the evidence is quote fenn regarding quantum's involvement that's of pages five seventy seventy five seventy eight of the record and that's item three eighteen on the docket she said that this is the confusing thing about the case whether he goes claiming he's entitled to be compensated for the efforts he made while he was associated with other companies or not that's at pages six sixty seven the six sixty eight and ultimately on page sixty eight sixty eight judge said this is not something that can just be glossed over this is the problem of the lawsuit and then finally pages six eighty three to six eighty four judge and doris said the quantum is real argument was that quote i am us while the who go and i'm entitled to everything i've done from the beginning of time and i think notwithstanding the fact the judge unbar or herself recognize that this was quote the confusing thing about this case and that there was a very real risk of confusion she permitted the evidence to be admitted in limited a and then declined to grant judgment as a matter of law and we would respectfully submit that not only did she urged with regard to or evidentiary rulings she really should have granted certainly not sufficient for a reasonable jury to find breach of contract if you take a look at who goes own testimony about what he did starting in two thousand and eleven and up to two thousand and thirteen the only work that he claimed to have performed during the time contract the contract is quite short it's plaintiff's exhibit on it if you take a look at the very first page it sets out the services to be rendered and those services were not surprisingly primarily to a bunch of indigo sheeting and structuring the proposed debt transaction and i think what really happened here and i would really invite the court to read who goes testimony because this was a relatively short trial it was really only one life witness on each side and if you read who knows testimony i would respectfully submit the you will come away with the very same confusion the judge and our oded about what who go is doing for whom when and you will also come away with a sense that there are linked the swathes of the testimony that really were ultimately irrelevant because they predated this written contract and so i think it is not surprising that the jury was ultimately quite confused and therefore reach an erroneous result given the record which again was very thin on the question of actual performance of it's contractual obligations and you know i would i would say that you know with regard to the primary argument that my friend mr bellows makes here that there was somehow a waiver that number one our motion and women a was quite clear concerning the evidence that we were seeking to exclude i would refer the court to record one sixty four at page town where it makes quite clear that we're seeking to exclude any evidence regarding the work that to go perform on behalf of certain enumerated entities the entities with whom did have a relationship prior to two thousand and eleven and that the district court ruled definitively on this in her written order on the motion in limine a and that's a record item to eleven at pages four and eight and so again our submission is really twofold with regard to the debt issuance it's that it a minimum we should be entitled to a new trial because the district court should have granted the motion in limine day which would have considerably streamlining clarified the evidence that was presented and really effectively limited who go to testifying to the post written contract conduct that was conceivably performed on behalf of quantum and that second we would respect the smith that the court should in fact go further and reverse the denial of our motion for judgment as a matter of law because when the irrelevant testimony is stripped away you're really left with very little evidence that quantum infected anything and certainly not enough evidence to rise to the level of substantial performance of its contractual obligation and i do want to say a word about the second issue on the case which of course concerns the other count on which the jury found liability count four and the securities sale on that count are argument is a purely legal argument it's an argument that the district court should've granted bond tribes a motion for summary judgment on quantum's claim of breach of the alleged oral contract because that contract was in our view void and unenforceable as a matter of florida law and that's on the ground that quantum should have registered as a dealer of securities for purposes of the florida securities act this discussion concerns an exemption in the florida securities act it's the exemption that's found in section five seventeen  parentheses eight of the florida statutes for transactions that involve the sale from one corporation to another corporation in our view the district court heard in concluding that that language unambiguous unambiguous lee exempts transactions involving foreign corporations as well as domestic corporations the florida securities act itself does not define the term corporation and although i happily does not acknowledge this there is florida law as there is on the federal level that stands for the proposition that exemptions from registration requirements should be construed narrowly rather than probably there is also no case law in florida on the meaning of corporation in this exemption in our view the better view is that corporations should be limited to domestic corporations as it is in the definition of corporation in the florida business corporation act which after all is this the statute that governs business relations in the state of florida and again that's really not because that definition is binding but because that definition we think applies in analogous circumstances and should apply here particularly given the background principle all that exemption should be construed narrower and as we point out in addition in our brief there are other circumstances in which the florida securities act makes clear when it intends to sweep beyond mere domestic corporations and so again while there is not a definition of corporation in that statute we believe that all of these confidence a domestic corporation or foreign corporation so why should both well it doesn't but of course that's true in the business corporation act as well and that's a context in which the business corporation act uses corporation to apply only to domestic corporations and we think that judge paul the are good policy reasons why the florida legislature may very well have wanted to limit this exemption to what is your a pass florida case because that is a matter of florida law so there really are no floor and now the florida case that's what to my amazement even though the statute has been on the books for several decades and so certainly i do think that it would be appropriate if the court thought that this was an ambiguous question and it wanted the benefit of the florida courts to certify this question to the florida supreme court for its guidance but i do think that again all of these cues in our view point in favor of our interpretation and we certainly think that as a matter of policy again the florida legislature could certainly reasonably have concluded that  wanted to create an exemption for transactions involving in state corporations which are of course themselves separately regulated and separately subject to the jurisdiction of the florida courts but not to extend that exemption to transactions like this one that involves foreign corporations in this case a lot amount of guatemalan entity and a panamanian entity that are not only foreign corporations but are even registered to do business in the state of florida us the court has any further your first point is the most l m a the judge said in responding already on the motion of the me said you don't even object to any specific evidence i don't know what evidence you want me to to limit so she denies it the judge denies it because they haven't objected to anything specifically not jump to what they say is the nonparty evidence but if you go to the actual exhibits in their briefs the only the only evidence that they complain about in their brief is evidence as to new continent finance if you go to their pretrial step they they have said that in their brief but if you go to their the pretrial still exhibited to our our exhibit list anyway there was a lot of evidence about his activities and work part of twenty eleven right correct ok in fact that ever executed and it was a lot for other companies seems to me there's a serious problem on that part a man is much more about the securities transaction so if you go to docket in three three sixty seven five that is an email from this in two thousand and nine early two thousand where they specifically identify the bond deal and the capital deal in the fact that it's quantum that's going to be doing that work is that the work of a significant amount of work was being done by quantum to put the bible together and then later the capital deal together so the contract is not the contract is retrospective and to the contract is silent on that so that's really a jury issue i mean there's no there's no unambiguous phrase in there the says you don't get credit for any work that you've been doing for the last two years so the jury is presented with the fact that has emailed clearly documents to quantum that specify quantum they specify the bond deal they specify the capital deal that starts in two thousand and nine a significant amount of work the guts of the testimony is pages one ninety three forty the transcript of everything the quantum did over a period of five years you have and the testimony is the band tribe just took a long time to sign documents and they took a long time to finally sign this contract but they signed it in two thousand and eleven it doesn't say it doesn't say that all the work that you did it vanishes into the ether i mean just like the bridge that we wrote they don't vanish into the ether i mean it's worked it continues to percolate it's worked it still survives and it's worked with deutsche bank its relationship with deutsche bank other entities but the connections that were made over time that are still alive that are still in place so starting in two thousand and eleven the judge during the directed verdict motions walks banter up through the problems with their case takes the contract first of all the contract says that if you if you lock me out if you terminate me and the deal closes you have to pay me so we know that happens we know that they locked him out of the very end of the contract part two says as long as the deal closes you're entitled to payment so you don't really need even worry about all the testimony about pre two thousand and nine post two thousand and eleven if the deal closes after we terminate you you get paid so put that aside that's one basis to say the verdict the other basis is in the judge took ban travel through this your witness has testified the banter that quantum has performed under the contract at least as to the first two prongs of the contract the jury could find that that was substantial performance the jury to find that those two first things in the contract am b were so significant so essential that that constitutes substantial performance the own witnesses telling them that all of that were counts you get credit for all of that work so then the judge takes banned trav through each section of the contract and says basically says you're in trouble because you've got a and b which are has been performed you've got cd and he had a very minimum you locked quantum out of that so if you lock them out they're excused from performing that and then you go to f and the contract f is such other financial advisory services as may be agreed upon by quinn quantum and banks rob and that's when the judge says of the course of time listen i'm starting to understand now that quantum could not make this bond deal happen until you have money you need a capital you have no capital so i've got e mails from bear trap to quantum saying listen we can't do the bond deal unless you give us that capital from the h k because just think about it with an equity line in your house if you have equity in your house you can't get a loan and trapped could not get this loan from deutsche bank or whoever it was going to be it ended up being banned trav could not get this loan and tell it had the capital and you have and this is all post two thousand and eleven you have substantial evidence that bear trap was pushing quantum to get this whole thing done but to get the whole thing done you needed to have the capital and that's that's undisputed in the just pointing that out it was all interdependent all work together so the jury can take the fact that their witnesses said ok they performed a and b we know that they made this thing happen by getting the on back in two thousand and nine the jury has one hundred fifteen exhibits over the course of time from two thousand and nine two thousand and thirteen when the body of finally closes the jury sees the deal as it evolves over the time as it evolves o question about the motion in limine a i take as i read the judge's opinion she said basically you haven't told me exactly what it is you want excluded right or your view is the ruling on the motion in limine a was final ruling because they had the option of showing of making an objection to exact evidence right that it wasn't definitive you have to object during trial and then you just have to check that it's definitive but you that i take it your view is because she said i'm basing this on the fact that i don't know exactly what it is you want excluded exactly just that makes it not dependent on your view and my view yes but there's one other thing and again this is what happens when you prepare for oral argument i talked about in my brief how they stipulated to the evidence but they took it a step further in the pretrial step as to all these exhibits to go to these issues they say no objection no objection no objection so that's equivalent of standing up in trial we have no objection or exhibits that they would say mr hugo did in relationship to entities that weren't quantum correct correct i see which is again so if you go if you go to their brief the only thing that they argue about  motion goes to the bar and bond ok and for the d d h k let me jump to that because that's a quick argument think d h case is that only the court action argument or is there more though that's the exemption argument so let me let me just jump on exemption has nothing to do about where the corporations from five seventeen zero six one eight this issue has to do with whether you're a big corporation whether you have a lot of money that's why says corporation but the corporation has to have over five hundred thousand dollars and the securities in play have to be a lot has to be a lot of money it has to be a big corporation so it's like a big person exception it's not where you're from it's how much money you have it's common sense you're in your view it's whether you're a little person who needs protection correct correct and if you're the legislature knows how to differentiate between form current corporation and domestic corporation because they did so in the chapter that they're relying on they're relying on six or seven one six or seven they differentiate differentiate all the time between foreign and domestic where they don't because that's not what this is about it's the little person versus the big person i think of to be the sufficiency is you're either you're or you perform long as the deal closes after you've been terminated and then you have a kid from pages one ninety three forty the whole range of work that was done over time and then this capital the made the buying deal happened so on three different ways you sustain the verdict on sufficien definitive agreements and so forth anyway so i know you claim all the work prior to the entry of the contract but i make sure i understand the record evident as to that contract what mr who said he did did he get involved in negotiating did he negotiate after the execution the contract or am i correct he didn't talk to anybody really know he was continued to talk to do expect i mean the person at george bank was his friend and they were in contact you know every fifteen days so from two thousand and eleven all the way until the time they said listen we're not going to pay you for the at this transaction right i don't think is his claim is that he had to do work on the securities sale in order to have the financing and to make the bondo happen that was is an issue and i think this is a jury issue do you get credit for the work that you did before they actually signed since i've been doing work for two or three years there are witness said i am be about seeking to introduce familiarizing yourself they're all with the said yeah they did that says that counts then the jury is told that it counts and there's nothing in the contract that says it doesn't count that the work you did just this disappears i mean is still is there it's what they're relying on you going to  the engagement letter that was back in two thousand and nine it's that they're just virtually the same documents they get side so the jury had the jury had everything in front of them it's an issue of fact and the jury believed  the securities transaction really not about the debt and shouldn't they also the debt because deutsche was going to do both the debt and the capital so i mean right they were going to do both and then do it was too expensive to do the capital so they stayed with the transaction you know had to be performed as a prerequisite and it was i don't think that's the best reading of his testimony and even if it were i don't think that it would excuse the failure to perform and that's all i want to go to the heart of what mr bellows has argued with regard to the dead issue once again in my limited time because i think it's critical for the court to understand this mr bellows time and again in his argument today relied on this notion that there was an oral agreement in two thousand and eight and that the written agreement essentially swept backward and covered any work that was done during that time period the argument of quantum's appellate counsel today is flatly inconsistent with the argument of quantum's trial counsel in the exchange with judge ongar caro raised this very issue in the argument on the renewed motion for judgment as a matter of law and if there's one thing in the record i would urge the court to look at it's that exchange it's in volume two of our appendix at pages six seventy three a responded no your honor quote that is not part of our case we're not suing here for any of this work and that i believe has been clear in our presentation we try to be fact clear in our presentation and it's consistent with the testimony we are not suing based on this contract meaning the alleged prior or all contract we're saying that through this entire period any work done was related to that contract only and quantum is not seeking anything for that for this period here as well quantum is not seeking anything with respect to that the july twenty five twenty eleven contract if i may your honor this is the contract that we're suing under of this is pages six seventy three to six seventy four of record three nineteen and this is the oral argument on the renewed motion to huge thirty one and thirty two of the e c f entry for that volume so again page six seventy three to six seventy four of the transcript and i think it's this is critically important because it explains why all of this prior evidence really should not have come in and i think if you take a look at the contract itself as judge paul suggested there's nothing in the contract itself that suggests that it sweeps backward if anything if you take a look at page two of the contract it makes clear that the engagement is affective only as of august twenty second two thousand and eleven and if you look at the way in which ponting is being paid there is a retainer fee going forward and then a successful and so really the district courts fundamental error was in not knocking all of that off the table and again all you're left with after two thousand and eleven is not very much as judge calls colloquy with mr bellows made clear and to the extent that mr bellows primarily relied on the loo email i would point the court to page ten footnote three of our reply brief or you point out first that it most that e mail concerns the kind of obligations in some parts a and b of the contract performance of those obligations in our view would not be enough to constitute substantial performance of the contract but in any event it was quite clear that what we was talking about was work that who go performed concededly not performed for quantum and indeed i would point the court one more time to pages three forty nine to three fifty of the transcript that's record three seventeen were who go conceded that during the relevant time period  there was in fact a contract an exclusive contract between bon trop and another company and therefore that work could not have been performed on behalf of quantity and i think for that reason again that  evidence should not come into the calculus and when mr bellows was asked by judge paul what mr hu go had done after twenty eleven all he could do was to refer to the fact that there was communication every fifteen days between mr who go and someone to do each a back that comes far short of constituting i call that a contract had a flat fee of one point five right so we're not talking about the amount of money it was just talking about whether or not he perform perform the contract to trigger the payment yes that is a small we're talking about and we're talking about whether the jury was prejudiced in deciding that issue by hearing all the pre contract work yes it is that basically where we are that's right a minimum judge all even if you were to disagree with me on the relevance of the pre twenty eleven were and again i really think that because that work was performed prior to the entry of the contract and because it was plainly performed on behalf of other entities it was  relevant at a minimum there was certainly a risk of confusion and the district court itself recognized that risk of confusion when it said that condoms case is quote very confusing because of all these different ok i think it came