and that's the primary issue we're here under the law there's a presumption of corporate regularity and that corporate entities are separate from their shareholders officers directors the fact that a corporation is either closely held or has only one or you shareholders does not mean that the corporation and the person who are the shareholders or want a shared office space phones packed backpack that's correct and did they have corporate meetings for each and every one of the corporations i believe the refuted by the myriad of evidence that the state was on and i think when you were saying refuted your honor that's a question for a trial because that's inherently way evidence against other evidence saying well will personally has one that's a weight issue and when we're dealing in particular with piercing corporate veil which is a fact or test it becomes even more problematic because it's a multi factor test there's that the statements with the actual that it cannot be your conclusion would you agree with that yes you are so is there any problem here with the affidavit because if you look at the reality allegation there's no i mean i would say all of them but if you look at the if you look at the ones focused upon by your opponent is in the response paragraphs two six fifteen sixteen say that my personal bank statements could have been obtained doesn't really feel bad and like saying for example that the p c c also had a board of directors and the board of directors met several times a year now maybe that's li bekele but it's also mostly reasons because it doesn't say anything about whether these meetings are heard and and the statement that several employees perform time functions that's really not a business well i would say  that's obviously a detail that could be added but i'm still stating a fact and i think when you read the affidavit in its entirety in its entirety i think you have to look at the statements you identify that might be conclusory and see if they're backed up by other identified it could have been more detail but the question really is whether there was could have been more detail but whether it's sufficient as a whole and if you look at it the he does explain that there was a board of directors does members does identify documents that were attached the affidavit to that helps support the affidavit and provide more details that your honor is looking for that would be additional facts that support the whole doc what about th curds usually don't list more than a few people especially the small and even if you think of a law firm a small law firm there might be a managing member of that law firm in that managing member might be the only one which someone is is actually the corporation is paying their rent directly you know writing in the corporation writes a check and pays that person's personal red directly that would be an indication not observing the form just merely writing a check from the corporation's account to mr smith or to anyone else doesn't necessarily show that there is and makes it just shows that it's a small corporation and that he is the director of it the leader of it doesn't necessarily show the issues that they want to show and and that's when you take a look at the fact your test i notice you reading at least brief and if you look at some of the material submitted below there's sort of the mixing of an issue here so when they talk about issues they talk about failure to comply with coram requirements which apparently are very very detail so when this is really there was really no billiard to adhere to the grant requirements right now yes and that's my point is that i think that those facts are getting mixed in with the with the piercing issues which are different so if you have very strict requirements that you must have a document that shows that each person filled out of time sheet or or something like that that doesn't show that there is a piercing issue those are two separate all this was just a damages this issue which is your second issue right now and whether they yes because one of the issues that i understand from the grant issue is you're not supposed to have other entities perform the services and essentially that one of their issues with that was that these other entities were performing some of the services that been a ship in performing and you're not supposed to do that with a grain but that doesn't if you have if you subcontract out to another entity that doesn't mean that the order form should disregard a sub contract out as a normal thing and related entities often perform different services for some contract out to one another and they might page other money but that doesn't necessarily show or perform should be disregarded which is the main issue it and i i think those two thing that's actually probably not a very significant point and you know if you think of a series i'll see there's many real estate companies that have probably ten or fifteen anything might have all have the same address might have all the all the same president might have the same person to be served but that would necessarily mean you just collapse them all on you know on one another just doesn't that it's a multi factor test and when you have so  s for the d c c as well and i don't know if the other ones had a board of directors that they were that big a corporation is not the point that the v c scene might have established some are now but all of corporate form and i think that's where there was it was competing evidence even if it was maybe not as strong as the other evidence but that's a that's a weak issue that the court should take care of what was the evidence of maintaining it arm length relationship among the later then i mean i mean there they were closely related and they had similar people so there isn't any evidence i would say if you know what about what what were the observations of corporate from reality that you would hold in so that the fact that it had the v b c c had a board of directors it had employees who who did different jobs that had several meet and have minutes at times so i think those were those are factors that that would indicate that there is at least an issue here and i would point to a number of really some of the other corporations were we talking something similar to this where you have five corporations basically all operating out of the same building same offices same or own same back he have a case do you think would you support the piercing not piercing here piercing and so the party this bring it particularly when we're dealing with a contract situation which is centrally what we're dealing with here because there was a contractual relationship essentially between the state and the c c the burden seems to even be higher than a tort situation where somebody got injured and they're trying to pierce was there any problem with that there that in this pretty there is really no contest now you say these are totally separate piercings and whether or not there's a defense to the misapplication of all grants but is that a problem for you that there is no contest that there were multiple violations of the provisions of the receipt of these grants by d c d c c i think that would go to the other element of the pearson testers kind of two elements and then the one element has a bunch of factors to it that would go to more the the moral factors that there was an issue there that warranted a trial now maybe the trial might come out in the people state or but somewhere we need to hear the evidence and weigh the evidence and they might well worn in favor of one party or against the other party but if they need to hear that evidence i can and we say well i don't i don't believe that these you know meetings were sufficient i don't believe the board did a good enough job or they need enough or  you know mr smith he did too much action across these companies that that makes it you know i think she is not sufficient or the other employees that grand different things in the company evidence of combing legal funds from one corporation to another but he went in one out to another i don't i don't believe that was a plea but there was was payments that may have gone between the companies but co mingling i think is a different issue commingling would be if i'd checked was written to one corporation which is simply deposited in the other account and i'm not sure they show that they show payments going back and forth but just merely paying one entity or paying someone else doesn't isn't a comming did somebody takes out personally and he did it without authority that's why we piers corporate veil so i mean how do you get around that i mean you know normally in a movie presumed we don't know the only thing you have to do is create a fact deep b c c i think that was the the primary issue well there's other corporations i mean there were here's the corporate veil of all of these didn't didn't this s but but isn't the main picture here that smith is really the p c c there really there really wasn't any oversight by d v c see it was really mr stephens running the whole shop and looking at very closely your honor in determining the appropriate standard of review this case i did thoroughly research to determine whether there was a summary judgment case for pearson corporate they are i was not able to identify such a case but i think that's because this is such an unusual circumstance where there was no evidence in this case presented by my opponent to show that person of corporate it was not appropriate here all we have is conclusory act and so i think the fact that i'm sorry i think that i think i understand your honor despite that representation minutes were not attached to this declaration i am unclear as to what minutes might opposing counsel is referencing there was no although there was evidence that these corporations were potentially forms  to documents establishing the corporation the question is was there any he rents to a corporate form for the functioning as corporations there has been no evidence to substantiate that these were actually functioning as separate entities as regarding peers in the corporate veil with the factors that were considered by the courts and which should be affirmed here were commingling of funds nonfunctioning of officers and directors a failure to observe corporate maladies and failure to maintain our links relationships among land and cities now those are the factors what specific to your case demonstrates that smith was the final decision maker with respect to all corporate defendants he held signatory authority with respect to all bank accounts this demonstrates purpose is behind each brand and again just going back to the declaration there was no evidence in support of corporate meetings there is no meeting minutes and as one of the justices nash and there was no other officers there there is evidence that could have been brought here that was not brought to demonstrate a functioning of these corporations or function corporations and not mere alter egos of smith additionally there was no weighing  that yes the declaration could have been more detailed summary judgment is the time to present that detail and conclusory affidavit is simply insufficient for that purpose  though you say that there that there was no contest whatsoever of the violations of all the you know the grant provisions how does that support piercing the corporate veil under the violation of the graph on the recovery act establishes that but we also look to once we've established that there alter egos one another should we pierce the corporate veil because otherwise it would promote injustice there would be fraud and that is exactly this case it just happens that the issue the liability issue is a fraud issue that isn't always the case in a piercing the corporate veil case we looked to montana it was a breach of contract case the why ability portion was not fraud in our case it is be reviewed for purposes of determining whether these formalities were really just to share absolutely on or it just so happens that the issue of the violation of graft and recovery act some of that evidence also works to a sample as the basis for prevail we are not mixing these issues it just happens that some of the same evidence may be used to establish both of these elements and i don't believe my opponent i've raised the issue with respect to the judgment amount that that was an issue pearson case and why courts need to weigh the evidence and hear the witnesses now that this is a small corporation the other and these were small companies they were run leader there's a number of small companies out there and related enemies and as a presidential matter that's not a good pattern to set up those are factors that's one thing if that's somehow determinative that that's not quite the same thing and mr smith obviously is not a favorable defendant he you know was indicted and convicted or pled guilty there's allegations of misspent money but there were statements about the b c c acting as a corporation which raises questions that should have been resolved by court hearing evidence if you are you are basing that entirely on the activated that mr smith say are so it's really more of an interpretation of the evidence again i think when they were asked about combing mingling they talked about the grant funds being not used for the purposes that they were submitted that issue where i'm receiving grant funds and i'm not supposed to pay them to anybody else i do that that's that's a different issue that doesn't mean a core performance and that here too that means i didn't follow graham terms and i think that's partially here where there's a a problem in this case both following in a police brief that those issues are kind of mixed together on the piercing because it looks like there is misuse attorney and we will take this matter under