has been a creditor in part for the entirety there was one hundred thousand dollar investment half was in equity participation and half was a straight loan there was one document that was introduced at trial that talked about the profit investor interest in the future tense a document that was entitled loan agreement but that was only one of many pieces of evidence that were introduced at the trial  significantly there was testimony from the plaintiffs and from the defendant both of whom acknowledged that as to half of my client's investment if there was a it was an equity investment with the right to profit the private offering memorandum that was provided to my clients at the time they made their investment referred to investment investors are members of the limited liability company and have poor ownership interests based on their capital investments so  well it's it's the private offering that was provided to my clients if you'll go to page one hundred one that's the cover e this was submitted my client's soliciting my current cash as a cover like a loan agreement stashed note and the private offering right in that enough itself means what according to your view there's a present ownership interest the most important evidence at trial was the testimony of mr kroll that i asked to half of my money i had a an equity interest as in title the profit and mr namers testimony at trial where he acknowledged that there were that the crawls had a profit interest the defense at trial wasn't that there was no entitle me to profit the defense at trial was there wasn't any profit there was an accounting provided that the bankruptcy court correctly found was inadequate if the other very outward council where you're talking about the agreement i'm looking at page one zero three and section five says the parties agree that fifty thousand of this one hundred thousand loan is intended contribution had to be a loan not not an investment if the only evidence at trial were this one page i would agree but that wasn't the only evidence what happened is that after shortly after the hundred thousand dollars was provided the managers mistruth namer and mr kwan decided not to go forward with the expense of a limited liability company and proceeded with the development they considered mr croll to be their partner mr cole considered himself to be a partner and that's with the testimony at the trial is there any written documentation to support that is or is this oral evidence or eleven it's plus the private offering memorandum that refers to the ownership being in present tense and also if you go to the next page one  the email soliciting the investment from my client was it ever signed i don't know that this note was ever signed there was there were settlement discussions in two thousand and eight that are not included time i think in two thousand and eight in the context of settlement discussions there was a note for fifty thousand dollars but that is not included in it was in the record in the bankruptcy court but is not included in the urbs the other important thing that happened at the trial was in the closing argument the bankruptcy judge grappled with is this a situation is this a debtor creditor situation or is this a partnership situation and if you look the transcript from the trial starts at starting at ninety one the judge grapples with that in dialogue with the crawls counsel and then the defendant's counsel in his closing argument conceded that the coals were investors so at trial the proles counsel said i do and then at the bottom of that page the court stated starting in line twenty four but one of the problems i'm having is that your client seems to go back and forth between being an investor and being a lender and in response i counsel for the coals pointed out that that fifty thousand was a loan fifty thousand is equity now where is that but that is it page ninety two line eleven and twelve and then on page nineteen but isn't this also serving you're speaking for your own client there right and we're getting that's the context now if you look at page ninety three i sat down and counsel for the at members stood up and acknowledged it lines one thousand and twenty the calls were kind of investors in this property there was never a finding but that record contained sufficient evidence for the finding primarily the admissions of the defendant never the bankruptcy court reversed all of this of the bankruptcy appellate panel reversed the bankruptcy court right and all of these portions of the record would be affected by the reversal by the panel would it not i  good morning your honor as i'm william name representing myself ross a i'll get into two things one the testimony did not reflect that i thought there was any partnership and two there was no concession that investors  expecting future tense again at the issue of this of this case as basically that they were a lender with a contingent and trust to convert into and faster that did not happen and the private offering reflects the terms of out of an operating agreement that was would have the ben entered into at some point in the future when we entered into that that did not happen sufficient case lot that there was never any intent whatsoever to create a partnership only an intent to provide a membership interest in this alice and formation of an l l c requests execution of a written agreement the existence of the l l c begins upon filing of the articles of organization which never happen so you mentioned operating agreement in regard to that private offering is that the same operating agreement again this is your interpretation that appears in section five on page which is section five of the loan agreement which is on page one hundred three yes or the formal operating remit on the second line of section five yes no that was that's your view the private offering referred to in the transmetal is the same as the formal operating and we're not on operating agreement as a formal operating remit of a limited liability company now if such a document was can we really look at this record and say there's no evidence of an intent to create a partnership yet there's there was a there was evidence of the intent to create a partnership in the future that's the crux of the issue and that never happened and at all times call maintained no participation and management they had no sharing of profits they bore no risks of of management why do they have to be honest with management it's one of the other pieces of the money would be a profit participation his answer was yes my trial testimony under direct examination i also was you understood that part of the call money was going to be a profit participation yes under trial testimony under cross upon events that did not occur and that when the parties purport to establish a partnership to engage in a business at a future time or on the happening of a contingency the partnership does not become into being until a time specific i'm sure we'll be reading from