in this case david and daniel holley were the officers shareholders founders and directors of two corporations that deprive a hundred i do more than one point two million dollars it is undisputed that those corporations would never have been formed and would have been unable to operate on a day to day responsible for the corporations conduct and trial however the district court we believe misinterpreted the alter ego doctrine that error of law permeated and prejudiced hyundai's entire case has resulted in the exclusion of key evidence of corporate and alter ego liability we believe that had the district court applied the correct standard of alter ego liability and they had more than another evidence to get to the jury what is your view of the correct standard our purview of the  nevada looked at is they consider alter ego on a case by case basis it's very fluid they look at whether there is a unity of interest between the individuals alleged to be the alter egos and the corporation whether or not those corporations were governed influenced by the individual and whether discarding the corporate form is necessary to avoid an injustice and to avoid promoting a fraud here we believe all of those factors were met one hundred the hollies actually provide hope the issue for  were doing or not doing and put their question than the one absolutely your honor they worked with the corporate accountant on a regular basis they received financial documents from the corporation about the corporations operating expenses on a monthly basis daniel hawley signed all of the corporations tax returns commit these frauds and dennis hounds testimony which was unfortunately excluded at trial and that's another error that we challenge on appeal she would have testified that the hollies told him and encouraged him to take care of the hyundai representatives who was taking kickbacks in order to they knew nothing about this however the jury never got to hear from dennis hallam where he said the hollies knew exactly how we were taking care of robert porter thank urge me to continue taking care of a project robert porter and i were very happy at the amount of the money that the corporation was making and the amount of money that the upset he knew how he was taking care of quarter but he also said he didn't actually discuss in detail how he was doing so what is your basis for saying that a the details of their business life or any friends one things they may be doing well it is reasonable to assume that if the hollies funded a corporation and handed over to dennis howland to run that they would have had conversations about how that business was being run the jury  infer that if they weren't having the corporate meetings which they never held they were having then the corporate phone calls they were they had no corporate resolutions that the only time that business could have been discussed was when the men socialized there was the jury could definitely infer and actually believe that it was incredible for the hollies to say they never knew that anything was going on and simply just you know were happy to sit back and collect their profits which is exactly what we believe that they did so you think they would discuss what they were doing for them with  we don't necessarily mean that the evidence in the record doesn't necessarily indicate that the hollies were out in front of the corporation committing the fraudulent act which is what judge hunt looked to but we actually don't believe that nevada law alone other jurisdictions requires him required hundred to prove that we believe that to be alter egos of the corporation there was no indication in that entire opinion that those individuals actually incurred the debt on behalf of the corporation that the plaintiff was trying to satisfied by reaching through the corporation and getting to them the court was actually troubled by that but what the court participated in the wrongful act and one of the reasons the court hears the court prevail was because she never acted as a secretary or treasurer of with corporation was supposed to she said she didn't understand the significance of corporate documents that they said but that she signed but what the court said was that even shows it was even more of a disregard for corporate formalities because they didn't leave the corporation with a viable secretary or treasurer who was actually operating in such in addition  was going on or at least they should have known they gave hallum their proxy just signed their name to various corporate documents they didn't give out on the formal power of attorney but nevertheless they still how in testified they deposition at their trial that they allowed him to sign good morning here my name is jack parent and i represent daniel and david holley and my co counsel is also my brother randy merit and we're very happy to be before the court today to be able to clear up a lot of these differences that holley did not become officers and directors of a sit down until july one thousand nine hundred which was after the relationship with hyundai was terminated during that period of time they were simply ten percent and that's how they became friends the hollies are very nice good midwestern people and they became friends with them that way yes they did fishing yes they occasionally did go on vacations but the hollies did not know about the fraud as a matter of fact it's clear from the record that questions opposing counsel argues that nevada law would at least per minute liability in that situation even if there was no actual knowledge situation these were not then and that's why this was not the type of situation rather all the hollies did was make it possible for then to obtain credit cards for them i mean  building to pay the debt the record by those corporations alter ego is not feeling to show corporate for maladies elect officers if you start cetera ego is not being a minority shareholder without the power to force any corporate action alter ego is not a minority shareholder failing to file the shareholders derivative lawsuit to have officers alike elected corporate meetings held and stock issued alter ego is not a minority shareholder who constantly files litigation to get all the financial records to ensure that the bookkeeper and minority shareholders are not setting up secret bank accounts and skinning money off the top to enrich themselves and reduce the income to the minority shareholders hence we could have continued this business without their money  corporate guidelines of a client company other words it is not the requirement of minority shareholders to ensure that hyundai's own employee is that involved and perhaps something that goes against corporate policy in guidelines alter ego does not reality it was clearly an option on attempt to shift the responsibility over to them so when the judge the judge didn't correctly rule that there wasn't enough evidence he was not going to allow is vice president secretary and director of corp was not the alter ego of a corporation even though she functions function as an office manager and secretary to the president receive money for the corporation meet positive for the corporation in cosign checks with the president well they proceeded to trial against bowman and quarter three people that were represented there was a statement made i believe in the reply brief that they fired their attorneys from my understanding there's no support for that but from what my understanding is they ran out of money their attorneys effectively run out of money and then actually this through from the case so we have a situation where very well thought out problem where and it truly would be a great law school exam question if i want to try to get judgments against different parties in a lawsuit where the evidence clearly differs were are in fact not to have been deemed to be for glutes of or to have any dealings with or connection with collateral estoppel because they were not fully litigated as a matter of fact despite what is  you it appears to me that the issue the only issue that's really being raised at this point time to justify overturning the district court under the abused discretion standard is this issue of proceeding so i'm not even sure that argument is appropriate at this point part of procedure would be that as it may i would point out to the court that that argument was extensively briefed with judge but as we proceeded it is true that we came up to the first trial the corporations basement and n p r were in bankruptcy we had all the defendants present at that point in time the hallways then decided to file bankruptcy and as we have indicated we think that was for tactical reasons but you proceed against the three individuals we filed an extensive brief with the district court and raised all of these issues with judge but it's not in the supplemental acts of the record kept three this was put before the court as to how we intended to proceed how ninth circuit authorized this this matter proceeding against the non bankrupt defendants being callum bowman and quarter and we also noted to the court that we then intended to proceed later with respect to the bankrupt and it's those  but he was well aware of this procedure and i fail to see how this procedure as it has been characterized was something that is evidence of bad faith it simply was the order in which we intended to proceed it was the it is true that my clients wanted to get a judgment against these three individuals my client had been defrauded out of millions of dollars they had been waiting for their day in court there had been a number of bankruptcies staying in the lane and they felt it was important to get these judgments against the first three individuals  if there was any money left and as we have come to learn there was no money left at that point time so if we are looking at judgments denial of the most interesting sanctions on an abuse of discretion i fail to see how this course of proceeding would dollars now i don't understand how they can continue to argue that there was no evidence of damage they have raised arguments about his methodology as they made it out of motion at trial all of which was denied by judge time so the two issues that they have raised this morning  would justify overturning the court i don't think this basis for if you're honest have any questions i'd be more than one to answer them somehow do you have any question i think we don't have any further questions f it and in p b r were one in the same there was absolutely no difference between the two the two corporations often paid each other's bills and the only difference was a name second i would point out that the document actually electing a purportedly electing the hollies as president secretary and naming officers and directors in till two years after the corporation was formed just simply another evidence of failure to observe corporate formalities council also read it i don't know if it was nevada law and what he believes to alter ego doctrine means but his focus was on minority shareholders but the hollies were not just minority shareholders david hall he was the president definitely was the secretary and treasurer not only were again their names were on you know all the corporate documents but do you know holly actually signed all of the corporation's tax returns thing that we argued in our brief was the last time the nevada supreme court continued the object consider the alter ego issue it expanded it to include reversed piercing to reach the corporations assets from individuals debts but to reach that resort the court looked to a variety of other company and that the perpetrator of the firm well one thing it is their proxy which actually opposing counsel agrees that it is disputed whether or not the hollies gave helen their prophecy just sign their name and conduct corporate business in their name and how one had the authority to do that the hollies could have given him the already to do anything including well as we see he encouraged him to continue taking care of the hyundai representatives at the very least that's a question of fact as to whether or not they did know or didn't in the judgment would not let us question him about the hollies role in the corporation because the hollies were not on trial there by the time that heat and while he's on the stand how in fully just describe the entire scheme when it was time for the holidays take care of robert and that's actually where the kickback note really strengthens hound's testimony there was a note that the district court excluded that was written by ruth booth the corporation secretary that said three to five dollar kickback check to david holly if the ties into the entire pattern unfortunately the jury did not get to hear that evidence because the district court excluded it which is another issue that we challenge on appeal but as far as the should have known and again i would point i would just refer to  as with for both nevada supreme court cases and in i'm sorry in the wrens that was the case where the court said even though there was no indication that the corporation secretary which was the wife of a major shareholder that she had actually committed any wrongful act the fact she left the corporation without a functioning secretary or treasurer and never acted as such was deficient under nevada law to pierce the corporate veil and reach her actions personally and the same applies there was no indication that the court required the disappointed that in a reply brief to the fees issue that any mention whatsoever of a settlement offer was made in there because i understand as opposed to be confidential however i will assure you that had we had any haven't posited fees are justified in this case they should be awarded this case has been going on now i believe for four years we're continuing with this appeal last but not least in terms of the proxy again a misrepresentation of the facts here there is a dispute among the council as to whether there was a proxy there was no dispute in the record and that goes to fees as well your honor has noticed in the record that there was no proxy issued from dan