for recording i am so if you would keep your voices are during your arguments and that everything in the court room can hear you we'd appreciate the atmosphere does men how much time do you want fifteen minutes for the two or three for purpose exception in the trial court we did not argue that in our response i'm about to lose the motion for summary judgment that is true but based on the posture of the case and the record i don't think they should stop this quote from reaching that issue  why now because the the most personally judgment i think is premature is filed within two months after the complaint was filed no discovery had taken place the theory of the motion for summary judgment was that as a matter of based on that on those depositions we think that there was sufficient evidence based on that to say bad judgment as a matter of wrong for a health care center was not proper on what grounds i said on the friday on purpose recognition of us standard that's developed under federal common law right but really did the theory generally is successful liability and how we get there exactly  primary meant rise that better will come along has developed a standard that they've employed her many labor and employment statutes that is appropriate for this context i don't think the frye exception in the bass is fries that different us not the illinois near continuations exception because they have requires an identity of a corporate being itself yes and what you were dictating in the trial court was adoption of the final common op which looks at whether the business operations of the successor corporation are the same as the predecessor right yes ok that's theories that they they just a straight business transaction nobody had any mal intent and and the inference is that we think we're entitled to on summary judgment which are reasonable is that this was this wh either this from the state or or from the tenant so once the assets are transferred i don't i i i don't know what would be coming in and what kind of revenue would be received so i don't think that's retained that accounts receivable the amount that was due from the state isn't a consideration well i get what they said no depositions was there there was no  negotiations i don't know if they had thought that by about a certain a can't say anything from the record about about about that position but it it seems is that that's one explanation of why they weren't crying liabilities at the time but they're also incurring liability where a liability was potentially on the books in the form of the pending discrimination claim was a complaint been filed yet by the department files a complaint or not doesn't preclude the alleged victim from filing pursuing any of c complaint or pursuing their own action in the circuit court so notice of that charge which leaves us in february two thousand and eleven roy's served on a bridge missing in riyadh so we can say that they had noticed certainly of the charge in this in the spring before these liabilit assets and dissolve the company but that doesn't necessarily absolve you of the successor of liability in that situation every inference is to be drawn from the way the transaction was structured and the event now it becomes something that is if when the argument is needed things in a lifetime to fall along with there's no consideration and that creates a different presumption is that your argument considerations it's an equitable analysis and the justifications for a bit don't make sense on economic grounds and under just spanish principles victims of discrimination should not be without recourse to events out of their control the asset purchasers are in the best position to negotiate the cost of these discriminatory practices into the price of an asset and illinois policy against successor liability but it would be backed into it's a case by case analysis and that's consistent with federal law and i think also where the state standard is also an estimate really of rule donna was a part of mcallister but we do no because you never discovered from their tax returns whether you like benefited from donna's participation mcalister but we know that helen and the and the can't trace back the two hundred ten thousand dollars and we can't trip the two hundred forty two hundred forty four thousand dollars how do we even know that this was a true purchase you know a lot that that's a good point or we don't know a lot about this transaction because of the posture we were in and the limited discovery and i think based on the amount of liabilities that incurred that seem to have never been collected and yet we're personally guaranteed to be continuing business relationship with a lot of questions well when you say they seem to have never been collected we don't know from this record we don't know and under the transfer straight to properties i don't know if those ever i don't know bills green provide yes yes and no but i can't we all know what happened after that january first two thousand and twelve transferred and  know where the money went so that is if we're talking about an arm's length transactions i'm still having trouble with this whole mcalister thing in two thousand and seven families form a business together and then they  around and i mean i think that there are enough that they creates an issue effect as to whether or not there was in fact a transfer of property a transfer of the essence i could completely agree on that and  judgment there there are no facts at issue and here we have i have identified two or three they're important to the resolution of whether or not there was an act and an actual transaction will  corporate successor to the transfer of yes or it's a there are four exceptions that would be if we believe that there was really a transfer of the assets there's no doubt that health care took over the building which it already owned and the exclusion of accounts receivable from the assets transferred to mean that resume medicare medicaid reimbursement payments they didn't call into helen lasix hock they went to properties to pay down the pass to france and  early termination fee on to the transaction documents i don't know what actually happened none of us know this because the record doesn't reveal it but if the transaction worked out the way the proud of the party structure that those monies would go to properties because they were to property right yes yes that's correct so then the original claimant in the civil rights action would not have any deep pockets to go after under your theory because healthcare isn't is not liable as a successor corporation helen doesn't have the money depends upon the amount of money the public policy in illinois has to reimburse people who have been discriminated against because of age so how do we make that in order to save and set aside money for this claim i'm not saying that because there's nothing to indicate that there was done i'm not making that is there anything to indicate that the state ever filed in judgment lien against nursing  on the question what we've done to khorat against oakridge nursing we have we filed this action and where it's a dissolved company we know that it was dissolved in twenty fourteen it's not going to produce any money to compensate this discrimination victim but yeah and again the record is not complete on this issue can the state file a judgment  against nursing and here according to judgment and the state paid reimbursement to nursing and rehab the lien attaches to those payments before they go into property straight they did that leaving would finally well i think both sides are in agreement that this is a balance between creditors collecting and the fluidity of assets in the marketplace and i don't think that illinois should be should adopt an analysis that leaves discrimination judgment holders with the legitimate claims being precluded from pursuing these types of actions and i the federal standard is appropriate for these context and it should thank you to counsel for your briefs and your excellent arguments here today we will take