they filed a petition intervene after the  corporation being farmland and equipment now the second provision basis i believe it is void is personal subject matter or personal jurisdiction and that in order to dissolve a corporation i believe courts must have jurisdiction over the corporation itself and also being of the minority shareholders were there i believe that all shareholders should be present if or regime itself is not  well as ordering the dissolution the actual sale of all the shares and all the as it's great and petitioning to intervene i also believe that it was an abuse of discretion for the court to gra i believe they should still be allowed to say on how these corporations dissolve to object to the sale landed and say that it's not an equitable price sort of sale farmer with me who object to a settlement of any claims by the generally agreed on the management of the corporation i think that's clear in the record as well that it is sixty five percent of the whole shareholders so the action of the door support actually granted a minority shareholder majority control of the corporation action addressing the issues in the c certain assets to one party and say where you're going to get more than thirty five percent of the shares and perhaps there's a buyout provision of or it's going to try to enforce he would have the ability to say you as majority shareholders must voluntarily dissolve this for peroration so i think in their initial petition they're being made back up thinking that the courts is not going to materially affect their individual rights they filed another cause of bashan seeking to protect those rights to the judge in the instant divorce case and the horten divorce pursued and they had to see what what was going to do or entered in order simply dividing the assets and providing some remedy of how the remaining parties were managing the corporation and then decisions of sixty five percent were controlling the corporation cheryl came in and said there's issues of dissipating or waste or they're paying you know big payments out of themselves and very limited ability to order what is actually done with those shares beyond a transfer sale earned  well the death in the proceedings one of a i'm not i don't know that it's outside the record but my clients are the sole beneficiaries of this estate and i think whether or not it's reflected well enough in the record i believe the intention of robert dhamaka was the when he passed on to leave his sons this for permission and do that is now gone because the divorce court entered in order to dissolve that and you know my clients built this corporation along with her father and looking at the order to voluntarily dissolve say you're mismanaging or aeration you're wasting my assets none of these other remedies are going to work you need to buy me out and that would of been totally within the court's jurisdiction and the c h case and w have allowed her to liquidate her shares if the divorce court while further in the proceedings before that was that that case was filed had less resource and limited ability to manage corporate affairs because the sole asset was the shares the divorce judgment essentially says you can't manage the ad and the divorce court doesn't have the authority to manage the corporation bud when you change the status quo if one party seventy percent a super majority you're essentially managing the corporation you're picking who is in charge concours trying to find heavily alleging that he's just in cahoots with so i think the proper remedy is just you got to you know you got to sue the people that you think are harmony if it's three people you can't just attack one because you have a divorce proceeding i think you need to go in court and say all three of you they had orders that were affecting the management that sometimes were utilized sometimes were not hoping that the whole disk lucian process would end those temporary orders would go away and that the court would fashion some division of the assets further while cheryl does with the intention of her is a ways to get out of a corporation she named herself president so that's i believe the conflicting position and that she wants this corporation done she wants it dissolved but she also wants to control and manage it and really reframe the ability of the minor shareholders to have a say  while she's also seeking to have all thing go away while at the corporations this is all what happens them they sell all the assets and then if by whatever yes to continue doing business as it had for nearly twenty years which is owning farmland and equipment and and farming land my clients are in the profession of farming this was a business that they assisted with they knew that their dad wanted to leave them with this business and that they would be able to continue farming the way now the dissolution of the corporation has been assured unary costs especially since the value of this land has substantially increased during ownership of a corporation so the dissolution is going to require a capital gains tax on all these assets before the transfer of shares so essentially they would be left with a pot of money that's less than what they think corporations is worth and also deprived of their livelihood and so that's that's why i think the corporation is much more valuable intact than it is dissolved i think that cheryl's interests in the corporation the value of her shares is much higher with the corporation  believe that looking at the april one two thousand and thirteen order to change this change the status quo by depriving robert of his voting rights a size twelve was each party vote of their shares it was  i was told by a judge well i can't i can't do this in a corporate case and i was looking at the action of the says they can basically do about anything they can restrain them from acting they can order them to hire people asking that their petition intervene the decision to deny that would be reversed and at the finding that the orders affecting the management and in ordering the dissolution of forty grain be ruled void and further that it be found that it was not an abuse of discretion for them to file the petition into being on a post judgment basis due to  the fact that avoid order can be attacked at any time so the tightness factor is does not carry as much weight as and normal seedings based on the art and the language that a void order can be attacked at any time i believe it's arguable that the time when this factor just doesn't really apply when the court has exceeded its jurisdiction so i believe my clients hammond of course they did not want to be party sued  divorce proceeding they filed other proceedings raising their issues that were answered it was not there is no motion to dismiss saunders another board a competent jurisdiction that's handling the same proceeding it was answered by cheryl and then the divorce court went forward with the dissolution and so i do not believe as if it was meant to harass to delay they were coming into court because something that they believed was extraordinary it happened it affected their property rights and they're saying here we are judge you're affecting our property you're going to ordering the sale of our property and i think due process would require that they be allowed to object to the sale land to say that it wasn't a fair transaction to offer you know to state that they should be able to purchase certain assets or that certain you know maybe the farm should farm for one more year while the sales going  of timeliness it didn't meet the standard of timeliness they didn't of legend their petition that it met the standard of timeliness they put on no evidence showing timeliness this was a motion filed after the judgment was entered they show no do they didn't even allege any reasonable basis for them to have delayed filing their petition intervene until after the judgment was entered other than we decided to sit back and wait to see what you did which is not  diligence and again they didn't even know about it they're sol basis of saying we have a right to intervene at this point in time post judgment is saying that the judgment was void and that's the issue that they have to prevail upon in order to prevail in their deal i would submit their argument in front of the trial court that the the order was void was saying the court didn't have subject matter jurisdiction was void for lack of subject matter jurisdiction and mr atherton argues that if it again today he didn't argue it was void for lack of social matter jurisdiction in his initial brief before this court but he did address it in his reply brief and we get into issues including that i well including the issue of time and it's actually ok looking at myself with regard to the subject matter jurisdiction his argument that it is boy for lack of subject matter jurisdiction is wrong he argued that based on a case from two thousand and one subsequent to wage the illinois supreme court addressed what constitutes subject matter jurisdiction that renders it or lack of it that makes a judgment for weight divorce action if the court made some error in misapplying the divorce act that does not render the judgment void and may make an error that mr docker senior can raise on appeal it does not make it forty that was their arguments in front of judge sanchez judge sanchez properly applied the law that related to the issue and probably did apply their motion now want to feel they are you in addition that it was void because they were necessary part submit they were not necessary parties what the judge did he did not order a dissolution of the corporation under twelve point five six of the corporation that he ordered dissolution under which he ordered the parties to proceed to dissolve the corporation as they were entitled to do based on the number of shares of stock that they owed in the corporation pursuant to twelve point one five of the business procreation act which provides for liquidation if more than two thirds or at least two thirds of the share of the shares are voted for liquidation marital estate in this case own to seventy percent of the shares well and more than seventy percent actually well in excess of that two thirds amount the court could have awarded my theirs based on the number of shares their interest in the corporation that was restricted ruled on denying in any way by judge stanch as he's only ordered the parties to do what they were entitled to do as owners of the numbers shares of this program and that they  her we wouldn't be as we wouldn't need to be involved the judge could have we're suing the parties to jointly vote to liquidate we wouldn't have need to be involved they say we need to be involved because the judge is directing rober they're not being compelled by this order to do anything they have all their rights and remedies based on their own their ownership interests in the corporation to pursue mr appleton made some statement about being sure that it's a proper value this being paid for this for the assets of the corporation if there's a liquidation they still count that right judge sanchez's order did nothing to restrict that right judge sanchez was attempting to decide the appropriate disposition of the marital say after fifty year of marriage parties were at the time that this judgment was entered sixty eight and seventy two their major  et was this corporation and i would note that their proportion of interest in this corporation was because they had put into this corporation the farmland and farm machinery that they had accrued over the course of their marriage those parties did not have the ability to go forth and live at appropriate life without liquidation of the corporation that was clear to the court and in fact the fact of the liquidation was made necessary because of some actions on the part of the in transferring away an asset that he had cancer in a way to the interveners by the way an asset that he had that could have been used to try to do something different than ordering a liquidation of the corporation but at the time that the judge was making this decision that option was no longer available i don't know what else but court could have done any of these people to go forward then what it did and for it to suggest that oh well they should have done a separate action they should have proceeded under twelve point five six does not solve the problem because under twelve point five six in order to get to the stage compelling some sort of a buy out you first have to show you have to prove one of the factors that created the one of the factors and in subsection twelve point five six and those are basically that there's a deadlock for the shareholders or the directors or their various mismanagement now mr appleton says well sheriff show could've gone to court and claimed mismanagement yes she could but claiming it doesn't necessarily make it so it doesn't give you the determination that there was mismanagement and there has been no acknowledgement on the part of robert  shareholders make them pursue this whole interaction that may not even be successful and i would submit to you that is not something bad that the court should have done would have done or is required to do because he had under his jurisdiction the majority of shares of this corporation and he had the power to awarded to either of the party and i would submit he had the power to tell the parties you're getting this but it's subject to these conditions and that happens all the time the divorce cases you're getting this but you have to refinance it you're getting this bad you know it gets resold at a different point you pay of share the equity to the other side that happens all the time there is nothing under the divorce  of withdraw that with regard to what judge sanchez ordered in the divorce case they were not necessary parties to that action and therefore it is not a void judgment and their petition to believe there will be some capital gains tax but is that an appropriate consideration or first of all the question is does that make this judgment boyd and i don't believe it still makes it boyd again that is part of the nature of what their ownership interest was and what sherrilyn roberts ownership interest was and we're not we're not changing that and there may be attacks but in this in this context what alternative is there he suggests well for cheryl her her interest is is worth more if the corporation remains intact again that doesn't address the issue in this case which is is the sort of boy but even intact if it's sitting there in farmland for which they are getting a much lesser rate of return than if they had that money invested that doesn't do her any good she can't eat that piece of paper for the the stock in the farm land but what and we still have the problem of ongoing in a relationship of two divorce parties which the divorce act specifically indicates or that the case that you're supposed to try to sever and we also have a history in this case robert and his son's combining together to kind of cheryl out to disenfranchise cheryl so it may be there's a capital gain tax but there is no buyable alternative in this case than that at this point because they can't keep going on with the corporation the way it is and cheryl can't live on what as i said that piece of paper and they can several do the relationship of robert and cheryl without that liquidation and i would know it also robert himself said i don't have enough money to live on robert asked for maintenance from cheryl saying i don't have enough money to live on and robert had attorneys fees he had to pay so where was he going to come up with the monies to do that so in terms of the propriety of the court's decision and whether under the circumstances of this case and the situation that the work found the parties in itself at the time of the end of the evidence what the court ordered i would submit is the only viable alternative and again it didn't take away from any of the rights or entitle ins of scott narconon bachar they still have them their shares were always subject to the potential of the majority shareholders voting to liquidate the corporation i see my my life has turned and so very quickly from a with regard to the attorney's fees award as justice turner noted and as justice holder white not protection to intervene and then withdrew it quite earlier in the divorce case in two thousand and eleven or twelve i can't remember when because now there's a right to get into this case and to answer your question by the way  the initial petition my motion basically says they don't meet the proper form for petition intervene they didn't say what the grass was that they had to intervene that in say what they were going to try to to do in the note another thing here too very quickly all through this case robert don bachar who was arguing what they wanted to argue if they were allowed to intervene so they wait until after all those arguments  until after the court case is decided after we've had finished numerous days of trial and then when they don't like the judge's ruling with regard to that they want to come in and make the same arguments again i submit the judge and the judge made some details findings with regard to the attorneys fees award the court found that they had inadequate basis in law and again i would note that they did not argue the necessary party arguments at that stage all they were saying is there isn't subject matter jurisdiction and bad position was really contradicted by the toyota case and the subsequent cases about what makes subject matter jurisdiction the court found they didn't have an appropriate basis in law for the filing and the court also found that they've brought this for improper reasons and i would submit that he was correct in that finding again they held back and i would suggest they held back because i'm playing the circus s at the power of the dissolution act which divides assets and when there's not a clear division in order things like sale and can go as far as all the case where court ordered a father to a lawsuit an active particular case and believe it was within the court's discretion because he was not paying maintenance or child or something along those lines that the court clearly has the authority to order and looking with the court did have the authority to order so in dividing the assets of the hypothetical of giving cheryl seventy percent of the corporation is that within the course of forty yes but in my mind i believe it would be an abuse of discretion considering this is the bass majority of the estate acquired over fifty fifty years so to award her those total shares i believe would be subject to a slightly different analysis but if that's what would happen it just may so end up back  later now the issue there was also discussion of a farm that was transferred it's my understanding that was a non marital farm so perhaps some agreement could be made to leverage or could have been leveraged upon in order to make a payout but i harriet yes and i think what the court could do because he transferred it is simply construed as still being his i mean he saw it and say well you got rid of the farm but i'm going to suggest that you are worth two million dollars that you should have been worth it or to that i believe it took issue with the transfer of the farm and i considered it but i think we're basically now saying this is this is what you could have had had you not transferred so i'm not going to look into this you could have had this you decided strains vary but now that what you're saying shit yeah i think you could do that in  consideration of maintenance and other factors outside the scope that's between the two parties in this matter but doesn't affect my my parties because they're only concerned with the corporation and maintaining the corporation  the threshold of what's necessary i believe in the business corporation act it also says likely to mismanage assets or to obstruct a shareholder so even before so they're just saying these people are absolutely adverse to me i really would give standing to bring these issues before the courts under the business corporation act now the court is supposed to try to sever these parties and this is a tough situation i couldn't help but think of the analogy of three law partners who practice together work two of them are married if the court one of the protect one of the law partners during a divorce i don't believe the court could override the other two partners agreeing on x i think the argument is well you have a third partner that's causing some of the problems here you need to get them in as a party somehow and whether it's in a swiss spot the intervention in divorce or filing a separate lawsuit i think that's two ways to go about it