the relationships eventually rest of the point where are the times relevant to this case mr eaton was the majority rolling carol only fifty one percent business needs forty nine and again  that geographic area and that's the company yellow pad while i think your brief that thout the factual relations between the various parties and one of the questions i have  to what appears to be a corporate entity i think it is clear that you look at essential whether that injury just flowed through to the shareholders in other words my thirty percent or forty percent was it simply just to rive or was there a specific injury that was felt in essence by only one of these here that would be the first part like think here to answer your question because of the facts that i think related are laid out belt on my client missed me almost exclusive that's that's sort of the first the second problem is there really is aside from loss of value of company or anything related bid to purchase these asked what he did on top of that is one of the wrongful acts that's really at the center of all of our claims and that is after working out that it was using that to essentially reach his contract with the bank and withdraw his big bank understand you see in their letter which site is not very happy and that is a fifty one percent owner and i believe at the time president of the company essentially saying that when he's supposed to be representing least the best interest of the company itself i don't want this person who might qualify to purchase these assets price not driven well it's i think it's too full at first pretty much company well i agree with that part but the second part is that mr meek there's sort of damages there's there's the diminution of the loss of value which i understand but then there's the second one that because of this controlling owner excluding mr me he now does not have the opportunity corporation when they each separately to work towards acquiring the assets of the month and and i think that rose a very bright line between where the two parties are in this case we've cited in our brief a law that that demonstrates that a majority controlling owner does have if we do sherry obligation in these circumstances the president of the company as well they seem to think that in this transaction which in all this particular metro ares business that these  assault and become arms link business and now if they were truly arm's length of these relationships didn't exist perhaps we could just call this conduct rather what that court essentially said is where there was self healing in that case where the directors essentially negotiated discounted purchase prices for them to take control of certain assets  that where there was this kind of self dealing going on that those interest the officers the self dealing parties of all sure really did not share in the same laws so in other words they didn't have a whatever their percentages were fifty percent seventy five percent share of arm they were essentially taking all of the benefits acting in their own interests and inflicting harm on the minority for not holding part and i think that's really the lens at least i hope that the port will be used to analyze this case because there really is when you look at on the mr eaton mr red they escape the harm by essentially through a series  either taking property or excluding mr meek from the opportunity to meaningfully participate in this process and the end result is moving assets from their left it into their right as opposed to a loss of their fifty one percent and i just want to highlight the follow up on that the the five key facts here that i think were really ignored by the lower court because there's i hope the panel will see this of reading the reasons what the judge i think did he he made what i'll call mildly call some very negative comments about our case and what he thought of merits but he really took the so called undisputed facts from the other ignored a lot of the depositions and documents that we are you at least in our opinion and i think pete in the process kind of turned the summary judgment standard on its head because here is what we actually provided to the port and i'm we also provided testimony letters etc i already mentioned about the threats to reach the agreement with the bank but the other parties were simply not receiving due diligence type information to evaluate this company simply first of all metro groups assets were taken over by the bank that wasn't something that my client the assets were taken over by a bank the receiver was appointed and the bank sought ways to dispose of them to deal with the forty two million dollars that can't be placed on my second mr me was never qualified to become a neither one of them to get qualified so under those circumstances and certainly dealing with the odyssey that we cited in our brief permits majority shareholders under those kind of circumstances where option even in that case it was the majority shareholder acting rather that was the foreclosures sorts of found that that's that anything because you're acting under the hat of  what's their argument as you see it for oppression of minority cheryl their argument as i see it is that they believe that th to forty nine percent but nothing he was doing acting as if it had to do with his right here for he wasn't making a shareholder vote he wasn't doing anything like that and when you look at the argument is the sort of this was sort of an overall scheme to transfer to change fifty one percent into total ownership of the same assets and that's why i go back to the first savely in fact the good one for which was the  that time the reason as i understand it the judge joan threw that out was because at the time they brought the suit they weren't shareholders as a direct he cited several rate is that correct that is that is one of the reasons why he did it what's the other reason is cited the michigan statute and i think i pretty closely just over put the focus on what i guess what and when when i think of oppression of minority shareholders i think of you know some kind of deal where the majority does something you know maybe they sell all the assets to their to the to an entity that's controlled by them and then collapse the corporation something like that and if they did something like that that it's kind of a classic the pression of minority shareholders which presumably the michigan statute would address right away but in that hypothetical they're no longer shareholders because it's been dissolved so it would seem to me that at least in some classic oppression of minority shareholder cases when you bring the suit you no longer have an interest because it's been taken away from you by the very people who are pressing you is that what am i missing what you're missing is the next what's up when you were sure and when you were here when know i thought of it but they argument had to do with what the the minority did which was lose their shares once they lost their interest in their shares they could no longer bring a a case under that statute i are you aware of the special panel published pinion of the court of appeals in s this statute and it says whereas the plaintiffs in a fourteen eighty nine suit may only be curbed shareable you know where that decision in that language and few years where's the on going what what is the what would michigan law do if you had a a a majority that was suppressing the minority and the way they did it was to either either merge with another company that they controlled or give all the assets to another company that they controlled and then immediately both wind up and dissolve the corporation with that statute th up dissolved corporation and still go into court after that wind up does solution you know bring suit because they because the majority cause that wind up or whatever so that's not so that's the problem i'm having with the kind of give you the case over and versus commissioner burton through revenue by sixty eight the second one two three three six circuit nine hundred seventy seven which focused on the fact that you know order to have a interest in three years when the business has to be ongoing that did not occur because at the time he filed suit the business was long ago and you can't oppressed minority shareholders when that when all the opposition he takes is that he ought to have standing to go in and impress those clients because there's a fundamental disagreement with some of the assertions that your plot makes this that why he was unable to participate in the bidding process and so my question goes back to th either that time or shorted before that time they would  i just don't want to misrepresent you don't know what's ok is that the best authority you have other than your own published non binding from the sixth circuit on an issue of standing i can imagine there is too don't know how but michigan we're dealing with michigan la give me your best michigan authority that you have standing for your stockholder question to be the best forty frankly we can we can use the word from judge cone because as we were discussing help you out here i understand and the best case i can direct to is six or so and i apologize for not being able to represent what ok what can what is what is wrong with this special panel union which judge rogers right court of appeals has stated in a binding opinion that this statute whereas the plaintiffs in a fourteen eighty nine suit may only be current cheryl why isn't that the law  well i guess my answer to that simplest terms is whether it's a law in michigan or not here on bats he actually was a cheerful at the time a company existed and was not the sole ok your position he was a current chair at the time a lawsuit listen excursion into michigan corporate law case of the submitted