his complaint as required under the law a defendant has admitted that he did not paint dr continue as required under the bylaws there appellee refers to this breach is being tactically on time when we're talking not about that warner day to day deal we're talking about over a year delay and only after a threat of as is all portions of the of the contract including the valuation formula that set forth in his shares would be worth actual forty eight thousand dollars in this in this situation the complicating factor after the breach occurred call foundation hospital of not for profit tendered an offer for the shares of the shareholders and they went from a forty eight thousand dollar value like this to harding sattar into a contract to buy and sell a home the buyer proposed buyer the false does not pay for the house six months a year later  discovered on that property and their original buyer would reproach reapproach the salary and say i'd like to go ahead pursue this purchase and the purchase price is set forth in the in the contract that we now i argue that contract is over now with nothing else even if he couldn't become a member because he's disabled which i i say that's invalid now because they  least in pile the set to be paid a fair market value for the value of those shares that they didn't purchase and that would be of course just the question if they're correct to purchase a shares then he would have up that great buyer to say no i choose to become a class b shareholder now there's a dispute as to whether or not those that tender the repurchase price within thirty days that didn't give us the opportunity to respond to your the purchase price by saying i'd rather have the class be sure that's correct but we don't depose him on but when you look at that room which is on the appendix which at our page eighty three his signature has been hot and pasted in the acceptance agree but we would certainly dispute that that affidavit that contains his signature is not how it appeared when peace is alleged to have signed it back in one nine hundred ninety two right and we were not aware that the motion to strike was even going to be heard a rule of on what we what we did do was we argued a motion to dismiss so we had no notice or knowledge that all i say that somebody you can see we're on the page on the exhibit take that that is signature out and paste it that onto the page you can see that in the document you can see that the pipe doesn't to say he has trouble you know with with normal activities of daily living let alone being able to say what those individuals would say and what they expected testif thirteen months later thirteen months later and then in january after this lawsuit has been after played and i don't know the exact date we initially filed january two thousand and ten they issue a period of six months and then at the end of that six month period you are in fact totally permanently disabled from carl clinic association that's where the april two thousand and nine months if you run so if i understand sophisticated sophisticated transaction leader that makes this the sheer is worth an awful lot of money from april to january is you  or not dr patel on its own being a disabled person didn't come in and deliver the shares in any of it since the clinic and the bylaws provided that it was an automatic terminations and without more they didn't need to secret is not correct with respect to that even on the version of the bylaws that he attached to his complaint section two point three says there's an exchange for class b shares in the amount suggested in section seven point three point two so that two point three even on his example is tied to yet another section seven point three point two on his bylaws when you go to seven point three point two it's not there  are position was the money is the money that's the contract provided at the time the shares came back to our all we didn't pay even a time that way you're entitled to your forty eight thousand dollars plus and you would be  so you're happy to give them his money and interest they need to say that's always that's progress what we what we say is that you're not a sure hope it would be nice if you were shareholder at the time that some subsequent event happened which raised the rate the shares were retired for cash and at the time of the post that's a part of the record by the way but that's what happened but this isn't an option if you don't get your  and they can join a professional corporation and do business together but if you're not a professional you're not working at the corporation you can't be an owner in it so this includes people who might have been affiliated with a clinic a retired they ca one that's a section to tell us what the qualifications are and that's essentially what we're talking about you must be a professional person most of the license i'm sure dr attorney has is still a license but as counsel says he's just simply not able to perform his professional the corporation overshoe money for your shares as computed by section seven point five which is the formula and then oh that money it must be paid within thirty days and it said last  my response to me after that for the actual area and that's when i filed a memorandum objecting to the one that one is being appropriate and also filed a motion to strike so it's all the context of that hearing occurring so that was all in front of the porch in front of all and then we had our hearing seven days after i made my bio in the court consider that in it was my technical objection to the david where they were to say what it was they expected these depositions to