some rangers are so severe so reaches it destroys that trust we have one of those cases here that because the agent in this case and show was managing property that was generating hundreds of thousands of dollars a month in the property millions of dollars over an eight year period of time for failure to disclose its sixty percent ownership in claim rate which is critical in this our position was and peter box affidavit was that in august or september of two that he first became aware of rancher having a substantial interest in  ownership of sixty percent of a company that you're using all the time that is an issue of fact it goes to the heart of the affirmative defense that was present your firm defense that was filed on behalf of still is still never been the trial court did make a remark about referral and the argument that the trial court i believe was adopting was taken as there really was a referral because according to argument that renshaw wasn't bothering her just prefer here's a list of two or three people you could use or or a vendor that you could they were hitting enter on their people they were sending them out they were dispatching them failure to apprise us and failure to notify us years it had been going on since two thousand and one to now two thousand and nine and this was a serious severe breach of faithfulness between us and ramshaw ramshaw was using a company get control sixty percent and we're sending them out to do work on jobs that ramshackle was already being paid to do and to manage they were taking profits off of that work whatever those profits would have been sixty percent would go to ram sure that's self healing we believe and we believe that that's the purpose of ten ten  knowledge ramshaw was the managing agent and would be just making the decisions and pushing the buttons and deciding who would be going out to different jobs and if if if in fact boxes and i p i decided to hire clean right on peter boxes affidavit we believe that that in and of itself justifies an actual trial or hearing on this issue of the providing of numbers and we believe that the trial  rejecting that saying no need for that not necessary we think it's a rationalization it's a logical say they never really heard the plane right they sent them out without discussion they mismatching them to do it and that's why we disagree with the judge's finding about whether or not really for in fact there was a role they just give you a laugh and they never notified us that they own sixty percent of the company do proper your services relating to real estate and that real estate it might be it might be tight services it might be cleaner or it might be managing your property for you you need to disclose to us licensed agent if you own one of the one percent in a company that you're refining or sending out to do work that you're already being compensated for by the prince and shows are being compensated in the right of different we believe that given those facts the trial court should have had this matter separate hearing and should not have been or summary judgment especially particularly absolutely like the presence of an oddly renshaw as attorney agents attorney filed a motion for partial summary judgment asking the trial court to use money that had been collected by ram shot as well in october  motions of pleadings filed but the trial court decided that these vendors position regarding amounts to that they should be paid out of ip guys on happen because we don't know if these are reasonable or proper prove up and we please have a hearing absolutely that should be done i believe that mr polk county council counsel it would be would have done so but the fact is there was never even so much as a provable those damages and the effect subsequent warranty problem they would go see so the judge roll all eight of them are paid within days after that or rancho paid itself about that later on between ramshaw and i p i and based on that made a ruling saying ok the stage managers then they went out and ignoring that pay themselves and they'd be cleaner and in december of two thousand  we we know were not parties here are the invoice is there with these checks and they were it was kind of big stuff because it was during that turnover time college campus turnover of apartments august of every year so you say we couldn't pay any of these bills under our management agreement anymore if you don't have what you need to properly respond to a motion for summary judgment if i want to have the data under one name you want to say i don't have what i need i need more time i need discovery there is a mechanism in the code that it was not  dollars that we had kept and we got it it was collected for i pay rent but it needs to go to people to pay the bills it never said branch you can't disperse that no nor have we ever promised not to disperse it we were trying to do it the gentlemanly way it wasn't working so we end up with a summary judgment on that independent vendors judge as a part of all this judge ford said great the contract oh the money we'll talk about future damages later but you breach the contract and you know the money so i'm going to enter an order saying pays vendors as a part of that reasoning branch i decided with my guidance this is equally applicable to you you were never told we were never told to hold this in trust we were never told to end it or plead this or anything like that we never had an agreement that that's what we were doing we were trying to make sure we spent this money correctly we truly believed we would do get out over this money as it related to management costs expenses were incurred pay these bills the management fee is what it is i mean it's a multiplier there's no real issue on that so we're taking our management fee clean rights bills are what they and management fee is even more clear then whether or not made right did this work or this property it is what it is it's a multiplier of brand so that's an easy one and clean right is a third party there's nothing in the sat us well when i brought it up here so i could read it because i'm not going to paraphrasing if a licensee refers to client to a third party in which a license he has greater than a one percent ownership or from which the licensee receives or may receive dividends or other full discretion to make those choices if you didn't want to give us that kind of power you shouldn't have given us that kind of power so no we don't know if it was go clean up this mess leave right we've got a water leak again a rain leak through the rock which you'll find when you look at the record i doesn't think that's an emergency that requires immediate attention excuse me a material breach so as to justify you terminating this contract turning this contract mine to you after you don't hire somebody else to manage these properties you understand that right at the end of august says thank you for meeting with us yesterday we just wanted to know where the furniture when well with the insurance company to reinspect and close the file now that we know where things are back to mr parkinson's notice of sixty days terminations because we're going to rely on that if you care within ten we never a chance there was no intention there was no material breach any time by ram shop ip i figured a better deal with producer and i get that and that's ok this is business creature is going to charge you last but that doesn't mean you're not going to pay for your preach you can i mean you just you caught that yeah those things that you paid that we paid branch our working her her for charges incurred so the prospect of damages are really the issue that i thought we would have not every single thing we would have a show about guys who will go out and fix a lock change or like all those kinds of things we have to go she did great which the record shows i know the record shows in the record i p i had a lower maintenance rate than anybody else that we manage or we have a specific set rate that we charge for make it's got to change like an hourly rate and you know the profit end of it and we build a profit into that that's absolutely correct and then at the end of the month we think we have the tickets for i p i property and we still got that and i kept pace for that and a part of that is profit so historically it is what this future wise this release pointed out i think correctly pointed turnout maintenance is different maybe it has a solution ok so that's why the judge kind of treated it differently but as a practical matter what and turnover turnover is kind of like to some but none of them were clean right they tried it asked they asked french word earth or even paid those a bent and in doing so they said after the third party vendors are paid i p i and ran shell will ultimately have to fight for the remainder of the have that money to do that later and instead you went paid ramp shot your client and you paid clean right that they control ninety two thousand dollars and that's not what i offer rise to be paid and that needs to be we have filed a chemical how through for conversion of these very fun that was at the very beginning of the case the december argument of two thousand and eleven or judge ford made that rulin  labor materials turnover services and marketing fees incurred reduce the finest to zero now he and his attachments from page perhaps they would not have to do turn over for two more years that is a dollar for dollar reimbursable i think if they're trying to trying to charge a profit on charge of expense that's not right they are at the