liability on the successor company for the preexisting debt alter ego analysis which is whites and hanson else is with respect intent to evade a collective bargaining agreement says that the company is really tantamount to the old company and therefore still bound to that collective bargaining agreement so to answer a question directly is that if we are successful we will go back and go after c w g for the benefits not paid for by the people performing what we would deem to bargain you know work since the last  any state law supplies to ground a decision would also need to figure out which state this is a risk based action rather the funds look bestfoods was a case under federal environmental the fact that this is a case under another federal law doesn't mean that we just make things up well normally the relation about which corporation is why a bow for what other corporations debts or contracts is a clean question of state  you need to give a reason why that should be different and if it's not as footnote nine and bestfoods says you need to tell us which state laws apply as the rule of decision there is no state law of your eyes is strictly a matter of because choice of law like many many things in litigation is a waiver bold subject and so if neither side raised any objection to the approach that the district court is taking it may be that although there's an interesting issue about what state bar ultimately would have been it's conceivable that's been forfeited at a minimum a to this did they say that you know missouri forbids piercing somebody else would allow doctor but i don't i don't i don't remember that there was any issue raised by anybody else point of view with all due respect you're going to i just think that there are i don't think there are there's hundreds if not thousands of alter ego cases all brought under there may not really any reason to think that whatever you're doing under federal law is particularly different states specifically essential to the application of the alter ego doctrine is a finding of a disguised continuance of a former business entity or an attempt to avoid the obligation of a collective bargaining agreement and so unlawful motive is critical so we just look at what happened in this his son works for him for fifteen years to july two thousand and twelve that the plaintiffs get a judgment against wally for almost two hundred thousand dollars the next day as his son goes into business if there's any clear case for disguise continuation an the same day lewis brand leases a to z it's another manifestation intent to evade the collective bargain we don't know there's nothing the record as far as how much he paid or what circumstance but with respect to alter ego and else it's the same equipment used by the first company and by the second company it's a straw purchase that was it manifested essentially another intent to evade while it also creates a comical g n d no one son's immediately upon the judge will be entered so that he can circumvent the judgement and try to collect the whatever other standard receivables are through this other ants and no it didn't wasn't successful but manifest again the intent of course we also have the statement by curt to his employ that the reason for the creation of the company is the judgment against his father litigation against his father continuity of operations because you got to transfer the job the transfer and place the transfer the equipment the taking of twenty eight thousand dollars that the trial court says that that we will curt invested five thousand dollars that was really how the cap companies import it but that's not true they took twenty  thousand eight hundred dollars for work performed by g and you know the money was transferred to see mysteriously again to what the contract but that's how the companies really incorporated and it was funded so you've got common continuity of employees you've got continuity of thank you may please cor what's interesting is my opponent has essentially tried to argue federal common law and i think that the court was right and have you ever argued anything other ones i do believe that well court and elsewhere there is a problem the supreme court shouldn't came in against camp or financial  when the federal courts should not just apply federal common law because the parties agree to it they have to decide that federal common law is right although there is a footnote in kaman saying well maybe if the court is really determined it can make this clear and then announce that its decision has no effect whatsoever because of course there is no federal crime on the mall peacocke against thomas old sinner richard case that relations among different entities about who is liable for any risk of debt is resolved by state law no one's paid any attention to peacock in this case or to bestfoods i have no idea whether we're supposed to apply federal common law and hope that the justices accept that we're using the reserve power in cayman or try to figure out what state law governs and to what extent it may or may not yeah because frequently we are actually one country and oftentimes state laws are relatively harmonious and frankly my position is i don't think it's going to make any difference whether it's  missouri law i made no just what worries me about your position i looked at the points that the district court judge ticked off me about eight points as to why he thought there were  significant differences but this is that summary judgment and at least some of them released strike me as resolving questions of fact so for example when he decides that the reason c w g received a contract that gene you know had had before was because of the experience with kirk not because of some perceived obligation or continuity so that's a disputed issue of fact why why this happened isn't something you can just stare that at the words in the page and figure out i also am concerned it is finding that the fact that another contract went suitably g s way was more fortuitous than evidence of continuity of operations says who i mean you know it's there there's a lot of evidence that it has everything to do with qanuni of operations maybe that would be believe by a jury and maybe it wouldn't maybe a jury would just think these things are falling in c w g s lack i don't know but that i'm concerned about these statements is resolving too much and i think that's a fair question my response to that would be first and foremost in terms of the relative duties of the parties on summary judgment that it's the obligation of the plainti now and so what i'm trying to get to securitas leigh is the only evidence that the trial court used that benefited the defendant is the affidavit of my client that i filed which had about six sal t points and even assumed that all of the facts that were alleged by the union were all prove it and essentially what the court determined based upon all that beneficial construction is there still wasn't enough evidence in the records to support the conclusion so could you address that i think it's called the old j p p job the twenty eight thousand dollars payment for work done things but certainly not mower court you didn't provide evidence to back it up the evidence around or was provided by the plaintiffs themselves and the exhibits that they filed with their motion for example the fact that c w g is a separate legal entity that that doesn't mean anything that's just a starting point we know it's a separate entity we're trying to figure out the relation between that andy and the earlier  otherwise we would even have places that deal with alter egos or successor corporations or piercing bails or all the rest of you always start with at least two nominally separate entities  so i just don't think you should answer judge hamilton's question a little more detail because when you look at same people same business same the quit meant basically the same roles it makes it look like these are really the same company same family if i could push back on that just for the better our i think what there isn't the same management walter surprised no i don't think it does help me but i don't think at the end of the day that it's legally sufficient to warrant a trial a jury trial why not until you have all of these facts i mean you can pick at each one i suppose these and same business and c w t takes over at least some contracts i don't see any evidence in the record from you to say oh well they took over for five contracts or eight contracts but there were thirty five other contracts off there that were completely different there's nothing like that in the record and i think that's for me clearly kurkjian you know is the sole owner operator manager controls the job of his company that's not true for walter ginny knows sole proprietorship and so you have different control you have completely different ownership and there's not one scintilla of evidence that suggests that geno drives any profit out of work that's done by see double or c w g so to me although the case law doesn't do it i think that those are probably the more the next pay period the paycheck is from c w g with without missing a beat basically and the sound clients don't even know that they're working with a different company that this rights me it's kind of evidence somebody might look at and say these are really just one of the same enterprise the undisputed facts on the record before the trial court is the courage and you know used his own five thousand dollars to start this company but then i'm looking at plaintiffs appendix pages three eighty two three eighty three three eighty four which goes through and through fairly close detail this transfer of the formed in payments one of them being made only to see them e g you're saying you don't recall the evidence that way it looks like the evidence is there and you all didn't actually even dispute that you said you don't remember it or you don't have records of this but that's not how you beat that's not how you win summary judgment anyway i got what i would say is my recollection of the record is that there were facts that probably went on both sides of that issue and yes on summary judgment plants are entitled to all favorable inference is from the facts of record i still contend that the fact that there's no evidence that walter had any profit or other than the one instance that you talked about there's hundreds of other jobs that take place after no evidence in the record any of that and you were seeking summary judgment and he the he doesn't have to profit the argument is that the the debt that he incurred is going on paid by reason the work be different if there is evidence that c w g just took over and finished existing contracts there is some degree of but then the continuum of work that they do was different but one of the reasons why i asked the choice walk west is that i could easily imagine a rule under which a firm that takes over a debtor is contracts is liable for any profits it makes my bill to the creditors for any profits it makes on those none of the debt i don't know whether federal law were any particular state law would distinguish between debts in the way i've just given nobody seems to have thought about  counsel try to make is that there is no fraud perpetrated but that's essentially the essence of our case is that when the judgment is entered and he confirmed by the court the fraud is in that the father mysteriously vanishes and the son as as as mr justice hamilton indicated comes like a phoenix if working for his father for fifteen years and miraculously the day of the judgment starts his own business that's the fraud and as  that's just a fraudulent conveyance but this is not a fraudulent conveyance action as i understand it they they took money that could have been that was an asset of gene you know that we could argue like making a fraudulent conveyance