opinion my position is really to support the bankruptcy court ruling in this case and i do in fact support that ruling involved we've gotten somewhat support also question presented for the court for the current is whether the settlement that was entered into you know between the trustee and the warnings that was approved by the court on march twenty two two thousand and one was disbursed without any retention of funds to provide adequate protection it would modify the settlement agreement because a material term of the settlement agreement was that the three point two million dollars the issue would be the bankruptcy code conflict with that provision of the settlement agreement requiring that provision of the settlement agreement to be disregard adequate protection was provided consistent with the terms of the settlement agreement and say in the article protection on it's not adequate protection after the dispersement has three point two million dollars to the warnings find it was not and explain why it was so you need to tell us why they were wrong ok that's what i'll do the interests first of all at the point it's her and when and the settlement agreement protection becomes triggered my contention that it wasn't triggered until the motion for reconsideration was my statement made you agree it's mentioned in the brief that there was no request made for what they have that we have to look at the sale of the property and we have to look at the partnership agreement because one of the issues that has to be the truman is who is entitle issue of litigation correct that's still an issue in litigation now a partner's rights are not to the ownership of property but to the profits and losses in the distributions on the in accordance with the priorities set forth in the partnership agreement the priority set forth in the partnership agreement may and date the payment of certain expenses and the payment to each partner of its capital accounts prior to the distribution of any portion of the profits to that part so at that point in time her and when and the request for adequate consider  entitle to after the application of paragraph four point zero five one of the problem in this case is that the hell you did not provide the bankruptcy court with anything in creation with which to made a determination of what is distributed shaner would be under paragraph four point zero fine not having made a request for adequate protection and provided the court with no information from which even after the payment of the three point two million dollars to the warrants they were sufficient farms remaining because the state now added ten point five court at the time that it approved the settlement agreement and the sale motion that provided for these dispersants indicated that apparently have a fifty percent interest in the partnership the appellate provided the bankruptcy court with no partners with no other information provided to the court concerning the amount of their capital accounts or any other obligations by the partnership to the part i could see or know with the time that there was interest but for the purpose of convincing the core of the fact that it contended a partnership on the property the bankruptcy judge looking at those cha stated on the record that he couldn't make head nor tails of the checks there was no indication what they were for what interest they conveyed what obligation they imply accordingly other and for the position that they supported a confession of partnership interest they were truly disregard now if one therefore assume five of the partnership agreement and knowing what the amount of the sale proceeds from the sale of the property was and what the rooms paid off for it could then be determined that there wasn't a factor adequate protection give the following reason pelleas contend that there was undisputed obligations of five million three hundred fifty two thousand dollars to be paid out of the ten five that forward anyways you know there's state court there disputes between the trustee and the appellate we're no longer involved in any of those disputes there is state court litigation pending  involved those issues it also involves another of a number of other issues because as you know through the briefs there was an agreement entered into in september two thousand and the agreement  i well i don't think that's the equivalent i think there are separate issues i think it is a binding contract and secondarily i think it's also possible to have caused the judgment to be entered various the pond the terms of this binding  my adversary and before you would you address the question of whether your client's waive the protection the adequate protection provisions by not having brought it plainly in a timely manner and yes the adequate protection issue was prominently raised in the reconsideration motion that was filed before the sale closed what was a timely to the bankruptcy court the bankruptcy court considered all of the consideration motion at the trial level the bankruptcy court fully considered would submit your honor in addition to that although i think that directly and finally answers the question as you put it to me i would also add that as a a matter of bankruptcy law and interpretation by courts that looked at this already the statute requires adequate protection of an interest removed from an asset being sold free in clear of liens interest incumbrances so while one could get into some interesting questions about whether that's sort of issue could be weighed by having been silent too long if we had a set of facts with a list silenced way down the spectrum it would be perhaps a difficult a difficult problem it's hadn't been done if the affected removed party never brought it up and somehow positions had change and all sorts of things that happened one can have a number of permutations on those hypothetical facts and i can't propose to answer all of them here but we don't have that problem because it was raised at the file level it minutely most prominently overtly if you will in a reconsideration level but it was not rejected at that point as on  interests are removed from the proceeds but i would specifically refer if the court wants and wants something more precise that this case in the appellee is i've been working from the up pelleas supplemental excerpts that had seven page  practice where lawyers in this in our district tend to submit orders for the court review the court after this own its own order here and specifically noted that removed the proceeds were among other things quote the alleged interest of and i'm paraphrasing slightly  interest on the partnership so the partnership would certainly be one of the entities in title adequate protection as a matter of law and that that that is a necessary result of the term of the order as well as the strat in that also identifies that my adversary has made reference to the settlement order and that this would require a restructuring and a rewriting the settlement which i think iran has questioned my adversary about i would point out proceeding this was not a legal proceeding a lawsuit or any kind of petition initiated by a partner of the partnership this was a interested party in his response to a blanket motion it's not even a if you will one to own interests specific legal rights are preserved it's as we said and i certainly didn't mean to be glib about it police said if it's one book law that a partner a general partner in a general partnership which is what this was  it i'm sorry all of the members of the partnership are adversaries in this proceeding and the that made that point in their amended memorandum that's correct and to answer more directly or your honour's thinking yes with an important but because the the me adequate protection analysis provides the framework i'm for the apprehension concept provides a framework for the analysis that is in my mind  i think which wars are was suggesting was correct and the answer to that and the question the question of the points dovetail any party who is affected by the proceeding has the right to have that interest adequately protected the partner's right the party's interest excuse me is very good if the partnerships interest is there a greater socialism and to the back i think your question i would submit to you that if the facts were such that if the shareholder could make any think the underlying concept is that if the shareholders interest is directly delegated by the proceeding at hand you have a case i do not have a case it's because that i don't know that i've ever heard of a case  downstream whether it be conceptually or through a series of entities are related in ways they could be a factual showing of an impact there's no question here of the direct potential factual impact on this forever disagree on it i don't think it's the same sort of analysis because this is not a instigated litigation right in the nature of a cause of action being advocated by a liggin and that calls for the the identification and protection and it's resting in the morgue in most you know protection i don't want to go there but rather say addressing a variety of rights that are affected in a variety that i think your honor was using and i don't think that this is is the same thing because the question is the impact of this other proceeding on the speaker if you will and i think i trust you understood my point