briefly some history here the court granted summary judgment and awarded a judgment against my client on the theory that somehow my client was the alter ego of this entire transaction offering virtually no evidence to support and alter ego finding the facts are in we put into evidence in the opposition a summary judgment that my client started superior in two thousand and eight and in january first of two thousand and nine turned over out of the out of the business in two thousand and eleven apparently added barry grain a large grain company delivered to this small company california in los angeles area that cleans corn tortilla companies that people that manufacture tortillas a huge shipment there was some dispute regarding the payment and eventually went to arbitration and a judgment was rendered against superior gr she eventually was drew and it's a time that the transaction occurred the two shareholders were who was a and one in two thousand and twelve my client formed a company called grain company similar business he invested one hundred forty thousand dollars to buy equipment from superior totally not disputed he then canceled the original note which he took in two thousand and nine january when he originally sold the grain company and took a security interest in all of the grain company equipment at that time i she's been in the superior business and at that time in two thousand and twelve grain company started operating a business there was an approximate three month gap which was also put into the record and in two thousand thirteen a bankruptcy was filed by superior the bankruptcy of superior was reviewed evaluated by the trust the who eventually abandoned all the assets which included any claims that adam berry would have against my client for a legit fraudulent conveyance constructor fraudulent conveyance of unjust enrichment or alt this after was granted on summary judgment we put in evidence one that my client paid three hundred ninety thousand dollars for the equipment period to my client stop being involved in superior in at the beginning of two thousand and nine three there was virtually no evidence put in by the plaintive of what the value of the company was at the time that my client purchased it for two  three hundred ninety thousand dollars for there was virtually no evidence put in that my client engaged in conduct which would result in my client being found to be the alter ego of either grain company which is a valid california corporation and or superior at the time of the alleged actions it would be totally on just to allow this a summary judgment when there were multiple issues of fact primarily to the issue of alter ego to have my client saddled with a judgment which was originally against superior in two thousand and thirteen as a result of a grain arbitration which he was no way involved or participating in to have a person a good thing to get his personal assets for this huge amount of money on summary judgment when we put in the evidence factors to show that there were multiple trials triable issues of fact that a jury could find that he did not conduct himself in a manner which would be considered fraudulent conveyance or construct it just seems to me that the court for whatever we're i don't believe they were sufficient evidence to warrant summary judgment even if we didn't put any opposition in because we raised viable issues one we paid money to we weren't involved three words the alter ego there was no proof of any co mingling of money the only finding was they were all family and therefore because the family they're responsible that was the interpretation that i got from reading the court's ruling they were family father and son therefore his father's libel that can't be the law there was no evidence to support any alter ego funny at all and i would submit that that that this case should go to trial there was enough evidence to support us going to very absolutely not because the delivery of the atterbury corn allegedly was in two thousand and eleven and in fact if the court wants to know what happened with that apparently it sat in the railroad yard because it was defective product and added dairy wouldn't take it back and unfortunately the people operating superior at the time of the young men a or clever enough smart enough to go to a lawyer to figure out what to do with respect to that problem but again in this particular case there is no evidence to support an alter ego against  and then to say that he's responsible for the full amount of the judgment i don't think's appropriate i think we should be entitled to our trial on the merits  effect what occurred was time one two thousand and nine the the father who set up a business locally to have the children taken over was convinced that the children could do it and he got out of it he's not not a real sophisticated businessman he's from el salvador he doesn't even we had to get a translator to even speak but that doesn't mean he's not smart and doesn't know what he's doing two thousand and nine he got a note for two hundred fifty thousand was was not a good point it had problems with that and not being sophisticated they didn't go to an attorney's mistral taken testified and they didn't go to try  to dispute the fact that they had the spat court had a very one take it back they ended up as a result of that business went down and they ended up coming to me to do a bankruptcy which i did and now two thousand and two two thousand avenue their attorney showed up at the three forty one a meeting i included that in my motion to dismiss which was denied by judge reale and in the bankruptcy case after i think it was headed than half an hour to an hour of of testimony the trustees took the matter continued and ultimately took it off the counter but filed a notice of a possible dividend and to file claims that was short on all creditors including both addresses for at a very it gave a deadline and that's also in the papers your honor gave a deadline of two thousand and fifteen in which any creditor that claimed to have a claim against superior had to file a proof of claim well as  which was january thirteenth two thousand and fifteen and this went out on october sixteenth two thousand and fourteen at a barry never filed a claim the proof of service i mean the docket before this court shows that they that bars you from having a claim you can't resurrect something that's dead at that point that was the deadline that was that the trustee found that there were no assets in the superior case he abandoned the asset saying there was nothing of any value and then lo and behold two years later we get served with a complaint claiming alter ego claiming unjust enrichment claiming avoidance of fraudulent conveyance is whatever the the four elements are or the four elements that they raised in the complaint now one of the key elements is adequacy of consideration that was paid mr cortez now standing there with a business that's closed down knowing that he's going to lose everything he says i'm going to start a business i'm going to start a new entity and as far as i'm concerned you kids are out of it the families out of it there's nothing to do with it i'm trying to somehow either resurrect according to the brief  misleadingly say that they hired the same employees they hired all of the same they had all of the same property property was pretty much worthless at that point they couldn't even claim the grain the employees that they had that they hired they went out and put applications out they had one or two of the seven employees i think one was the son they didn't even hire jose cortez they hired one basically to manage the place or he hired one this is what's going on in the case i believe that going for a trial on the merits and getting into all of the issues we're going to be able to establish that there was adequate value there was adequate consideration it was a contemporaneous exchange and that i even believe bankruptcy they did after i filed a motion to have them disallowed and they did i claim i was late late filed we did file a complaint to invalidate a preferential transfer but they did file it of my claim and that's that preclude summary judgment and require a trial but mr brownstein just spent the last seven minutes or however long it was talking about had nothing to do with the motion for summary judgment he the motion that he was discussing where he said oh you don't have a claim you should have made this claim in the bankruptcy and all that that was made as a under rule little twelve the six before the united states district court this is reflected in the docket supplemental excerpt of record pages eighty and eighty one docket judge conclude that i guess mr cortez was the alter ego of grain and superior well with respect to alter ego your honor and again our excerpt of record thirty eight through forty six you won't find the words alter ego in that document so i was surprised to hear mr l taken the lead with with that this morning because and as i was sitting here listening to him i i sorry your honor through fifty five and indicates undisputed undisputed undisputed undisputed that none of these facts were disputed in fact they were expressly stated to be undisputed by by the defendants in this case of the issues in the case although it's a minor one is that when superior closed its doors and the next day grain opened its doors in the same place with the same employees the same suppliers the same customers using the same equipment there was a sublease between superior grain and the green company and the dispute with respect to that sublease was was that initially the sublease was was by  page fifty four and fifty five of the excerpts of record that relate to this that relate to this promissory note and you heard counsel mr l taken refer to refer to the promissory note and say that his client paid three hundred ninety thousand dollars to superiors for for the business that's not so and what evidence of that before before other district court but if it had been the case then that three hundred ninety thousand dollars would have been there to satisfy of fraudulent intent necessary to sustain the functional and conveyance claim under it was state law not specifically your honor that would be one way to show it but you can demonstrate what is called an in the uniform avoidable transfers act the intent to delay hinder or defraud maybe they're not in that order other other means and what was the basis on which the district judge ruled here on that there are a number of factors ok so the factors are there eleven in another matter judge moral referred to these as the badges of fraud that the transfer of legation was to an insider the debtor retained possession or control the transfer obligation was discussed whether it was disclosed or concealed whether the debtor had been sued or threatened with suit whether the transfer was of substantially all of the debtors assets the debtor of standard i believe that one is not implicated here whether the debtor removed or conceal the assets that one likewise i don't believe is squarely implicated whether the value of the consideration received is reasonably equivalent to the value transferred whether the debtor was insolvent or became insolvent whether the debt occurred shortly before or shortly after substantial debt was incurred and whether the debtor transferred the central assets of the business to a lien or that transfer the assets to an insider of the debtor i believe the court transcript i'm reading from from the order your actual written order yes or ok i was just wondering what he said when he wrote in your favor from the bench in substance by any ground supported by the record and i would submit that that all of those factors that i mentioned except the two that i said i didn't believe were squarely implicated  supports that conclusion your honor in fact mr juan cortez who is the the son of the sent a cortez that was that was running superior and is today running the green company testified at  deposition which is part of the record that was before the district court that that his father said to cortez when he felt like it simply took back the business and took all the assets of the business and started this second business in the same place the next day using the same assets and with the same with the same suppliers the same inventory and the same customers and i should add that the record is is also undisputed based on the on the testimony i think this is the only testimony on this point but your honor referred to miss marina guadalupe cortez's testimony and in your questioning of mr al taken and she testifies and this is in the excerpts of record or rather i believe the supplemental excerpts of record in this case that this suppose at sale of the minute and a half of course i'm happy to answer any questions you have but but to address something that that's in the briefs that was not mentioned this morning this the security agreement  business what the promissory note says is that is secured by the stock of superior and if mr cortez wanted to if his children in fact defaulted on on a promissory note to him and he wanted to proceed pursuant to the promissory note then he would have received the stock ownership of on paper at least of sapir grain that would have been superior grains liabilities as well as its assets including issue of whether the court was bad your honor because it wasn't that was an issue perhaps in the arbitration before the national green infeed association that was history before we ever got to even the bankruptcy let alone  cortez and the grain company of superiors assets superior having been unjustly enriched by receiving the eight hundred twenty five thousand dollars or the corn that's represented by the eight hundred twenty five thousand dollar debt barry without ever having paid for the fact that they that the defendant the theory of the injust enrichment is the defense come in they take all of the assets of superior and they just leave the debt in a shell and then and then declare undisputed that was in the record all i've heard today from him are facts that should be litigated and tried to a jury to see whether or not my client has a personal judgment which was it initially against