believe has in the past told us that there is it's really a two step process for purposes of determining and solvency first the trial judge to figure out whether or not he's got a there they asked promissory note for one million dollars was always intended to be equity and the bankruptcy court and therefore it is excluded from the liability the bankruptcy court then proceeded to go through its analysis and concluded that a t f the debtor was solvent to the extent of seven hundred thirty one thousand dollars and that is without regard to the million dollars suggest to you aside from getting into the issue of whether or not it's appropriate to employ the doctor or a characterization i would suggest to you that that is a legal issue and that this court reviews that issue t about what each expert looked at and what their qualifications were in a few years i believe the experts or i'm going to say designed for i was born characterizing the deck transactions and you have to say that it was rather of being charitable rather it was bizarre but it was rather interesting the way to move stuff around the documentation so what do we do do we ignore the experts and secure legal matter do we look at the experts in their analysis and auditors and your expert was also very very knowledgeable in in the auto parts business and whenever we look at those inputs the date put into the that they gave to the bank receipt judge and then we see he was clearly erroneous in taking that information because you can look at all this stuff and you've got most anywhere you want to i  at the first notes because if you take it don't forget about so how do we analyze it here's how i suggest your honour's approach is first of all the bankruptcy judge did not undertake any re characterization well what he said was that what he went through an analysis of how we reached that point and started out by saying that the bank of america dictated the course of this transaction no i know but he's doing it because he's actually reviewing the records and he's also using the experts to help interpret the facts well the record shows the record shows your honor that that balance or our experts looked at a number of things out i understand that first of all this determination that it was always a time to b s it was was a factual determination yes and a project factual determination on the standard in answer to your previous question would be clear her september thirty nine hundred ninety five the three point two million dollars is due to the bank of america and on the same day that the bank of america now starts to undertake to collect its receivables and on the corporation they start out with a note which is no doubt and no they started issuing stock and then they remake the not stock only to play with their creditor what are we supposed to believe you have to analyze all that because greg you were never the bouncing ball stops you get an answer but how do we stop the bouncing ball which one do we believe is that with the experts it isn't didn't think analyze this thing in an accounting standpoint that this is what they did and this is what they did with the input into the bankruptcy judge look at the written admissions of the defendant insiders and sat it's a liability if you were a potential buyer of the business you look at it and you say and that goes into the equitable principles with regard to bankruptcy because you can find all this out and it and then we get to experts in experts and the repartees use lay down and say what does that mean does the bankruptcy court or the or for this matter the district for under its equitable powers in the bankruptcy take this situation as you just described and candidate can they legally required us the answer is no looking at this record and it's clear error on a factual basis this is a liability right there it's clear in her opinion the the very the disaster that the felon's was on on a matter which was not tried before the bankruptcy court not the subject the pretrial order never raised by the pallies not even before the district court and after the matter stood submitted on the cour when i use the word disaster for example if this court were to embrace the notion that the doctrine equitable documentary characterization applies in a situation where trying to prevent insiders from getting unfair advantage or creditors committees trying to subordinate claims of other creditors money or we characterize claims of other creditors because they feel that those creditors characterization and say that it applies for the benefit of people who i would say that are clearly the least deserving people to get the benefit of this equitable doctrine it didn't pass the test it didn't pass the test in don't know the record sheet what bothers me is is we're dealing with an insider cover it's all insider business well so what you're saying is we have to face those transactions as true in the uk was very true principles of read characterization to solve this because if we don't we don't get anywhere near one you don't have to get there first of all you can also to look at this from a factual point of view and look at what the experts over the years and really whose credentials deciding this is to accept making a circus school of law possibly because this is not going anywhere and nobody's getting anything and there's no real issue here with regard to money and fame and i'm not sure i thought it was had to do with the fact that was unusual about this case this board meeting they scramble they said ok let's make this and they were trying to manipulate it and rip off creditors they want to put the three million dollars into the company if that's what they were trying to do they were trying to save the company they certainly weren't thinking about bankruptcy law correct and the reason is is because they made a trance there was a transfer to them allegedly which was preferential during the period of in fox correct ok now what was transferred during the so called i i'm clear that i'm ok so then the question is when we analyze applying the equitable principles to who are we doing something equitably rall when we read character when we read characterize financial service is the one company that took advantage of the company alone for have million dollars because they thought that the company was a solvent company that was operating and they thought they were going to make money from the c t s from their receive interest payments from and it turns out that now they claim that they really didn't analyze the company that they just loan for that million dollars to this company without looking at the books and records and now they're going to take advantage of that to get repaid some dividend on their remaining months salaries were paid mortgages work and car payments were paid a lot of people state employees a lot of people really got me hung up is when we write he sings want to make it right we want to do the right we want to say what's right and when we're doing this analysis of the equitable powers in bankruptcy if there was a record that nobody on the backside of the leftover craters if you will the talk of our voice they had no problem if there were no there would be no equitable issue here because who's going to get hurt if you leave it alone what we don't know is when we time but you know i can't help but believe when she went back and looked at this record that she wasn't posing some equitable considerations shoot par she was finding another way to get there just peterson found a factual way to get there  judge moore found a different way to get there and the bottom line is they both reached the same conclusion that it would be unfair to find that this company was insolvent at the time of those transfers because it will result in you know horrendous result it's not