court properly dismissed three keys complained on the legal issue of collateral stoppel but is that a matter occurring in the state court in pennsylvania and the orphans court division fully and finally dispose of the still who had control as a legal matter of stock at the time transfers from me at the time to transfers were made to legal control was vested in the executors of the estate of samuel rappaport and was  under the wall of pennsylvania since this stock was the property of the the state have the power to enter orders and and take control of sequester do whatever you want with the stock itself at the time these proceedings well but when new yorkers court proceedings first transpired this was a property that belonged to the state and was under the control of the executor along with numerous other  property and since shares of stock that had been owned by the decision during his lifetime now the property was sold essentially to a number of different individuals in one nine hundred ninety seven and in two thousand one the executor was then following an accounting which was explaining what had been done with the property now it's all now ruled the death of the transfer those transactions included selfie with transactions and were not lawful but indeed the enabled two thousand and one an accounting is filed and then in june of two thousand one objections by the beneficiaries were found that twenty seven twenty eight a number that is essentially the complaint but that issue in the orphans court and there's been  on none of the twenty seven objections that were filed but on a subsequent matter that occurred six months later which was the executor taking repayment of two hundred twenty thousand dollars from the of state for a loan that you'd made to the estate that was in the face of the orphan squirt explicit statement about it and that be an unlawful transaction in the orcas court of here only being in the process of preparing to do something about that that that's correct and the superior court upheld pale upholding bad expressly and the supreme court of pennsylvania upholding math that we could say well it didn't come up the right way and therefore circumstance but there were two issues one concerned in the in camera proceeding that took place between the trial judge and the beneficiaries outside the presence of opposing parties in opposing counsel anyone lost all that right part you lost seek to make a contradictory finding in other words to grid to relieve which is access to the one hundred thousand dollars in debian's don't we have to make a contradictory finding to the one that was made in the state courts will absolutely not  again there's no question the three keys which was on party to any of the seedings in the state court there's no question that three pieces that the small holding the stock in dividends are being paid and they are at this point the lawfulness not but the orphans court has concluded that the executive but the removal was based on a finding that the stock sale was invalid but that's best not entirely true year on in the removal was based upon the executor taking two hundred twenty thousand dollars as repayment of  without prior quarter approval as required by state statute now the in my question i think that you can't question is are we going to make a different conclusion are we going to make a different finding is a federal district court going to make a fine that's distinct from that resisted being joined in the action and then later file that some petition on the your arm the motion to join them wasn't made until after the hearing that already taken place in other words he was trying to bring them in and now make them subject to something they didn't get a chance to participate in in the first to the case in the decision had been the same of course you it would be making new york what the the orphange court would have put would it not jurisdiction to address not only the stock transfer but as well the nine hundred thousand dollar david is that you are now seeking access to again i haven't gotten there we don't have this final judgment but yes they would have jurisdiction to decide what the remedy would be but with family monies now is essentially a form prejudging attachment because there's been no judgment court to come up and then you have said is erroneous night because they said the three keys never had a right to own the stock in the first place they said they got the stock because mr best fellow is not to put too fine a point on it a bad the issue of the sale of the stock and of the consequences of all of that there has not been a full and complete hearing on the issue as we begin as one of the objections that has never been ruled upon for days of hearings and for the workers who are dealing with the limited that was submitted because it was not part of the subject matter of the petition and the court had sustained objections to including material that was not within the scope of that accompanied emergency petition which limited to the two hundred twenty thousand dollars repayment there was a request to put in the evidence to show pattern of conduct and on that basis the truck were allowed it was very cursory it was not a complete presentation of all the evidence that the court would consider because the court could have looked at start transfer was actually that you do have an agreement between the parties he had an opportunity and the documents were presented to the the actually purchased stock purchase agreement was made a part of the record showing all  parties that were the purchasers the new the consent of all beneficiaries all those purchases had been achieved but there would have been more evidence because we were still undertaking discovery and all of the issues in the case of the time the emergency hearing  remedies that your honour's asked mr guernsey about which is seeking the return of the stock seeking the discouragement of the dividends and seeking to get back any of the money that was obtained by  respect to the stock sale of s r t totally and contrary to what mr guernsey suggested this petition the adjudication which was finally decided and went up on appeal was not believe over some two hundred  twenty thousand dollar undocumented loan which was found to be conversion of the state funds but then the media which people mr bassil know was required because of the danger to the assets of the state in part because of this pattern of so feeling that he is in danger to including the sale of stock in his story totally why didn't you folks take across a deal with respect to the ruling that the probate  per second i understood you to argue to the judge survey and all of you can't get the collateral stuff you can't get to anything because as a matter of subject matter jurisdiction the federal district court has no place here since this but i'm curious to know as a practical matter why did you guys did not bring that before us the two to two reasons your honor number one hears i believe that in the interim to united or we submit the prior to that case that was still a viable organ number one number two we believe that this court should you decide but that was you describe is the ability to affirm one reasons other than were specifically identified by the so i submitted should this panel decided that would be another reason to affirm the dismissal because there was no jurisdiction and you were wrong to view marshall is saying that they are still probate exception and maybe i'm reading the thing wrong but it appears on may twenty sixth two thousand and five that there's a petition for writ of seaquest gratian which looks like we talk about sequester of the stock itself and the better drugs are now on now that i believe was denied by the court but what is pending before the court and i believe that's the reason it was denied we wanted it to be see questor prior to the surcharge profits it's really and it's not by the way the point going circular to proceedings is not just limited to three keys three keys as noted in the opinions of the court from the courts in pennsylvania was one of the mobile series of improper self dealing fact that's the specific reason for in part surcharge proceedings is to give property of the state is improper we transferred by an executor whether to himself or to others the surcharge is to get back that property  the orphan scored in bucks county has the authority to get the property back even if that property is being held by third parties even if the property is outside the jurisdiction of pennsylvania in my rate bill that it's not just the money you're trying to get back on behalf of the state it's a stock itself that's correct in effect because the transaction has found to been found to be illegal it needs in fact is voided and that to the extent the third party here three keys are sold in the stock it should either be voided or returned and all profits monies and distributions and didn't answer by the way mr bassett on his children already received two million dollars mr guards he prevails if his view prevails and he has access to the dividends well i think in order for the case to proceed in the district court here in new jersey would require it would be know rich people do to for various tax planning purposes as created other investments that he's put in his children's name for tax saving purposes this is not the only asset that they have but paid the money so his children could give the stock in three keys because there was the record about the ownership of the control freak if you look at the findings of fact  for two point four billion dollars in cash the next proposed finding of fact by his own attorneys bassy honor paid cash for the after mentioned interest and said you were saying he he controlled he'd manage yes it was clear based on the documents and the agreements that were presented to the work and scored the grievance of sale with respect to this illegal trust stock transaction that it was between the a spade and three keys and so having known that information having had the entity three keys before it before them the court nevertheless concluded that in effect this was a sale that he did for him so of for the benefit of his children so i submit that the commuters references to for his children clearly refers to three keys because the underlying documentation that was admitted into evidence included the stock purchase agreements which stated three keys threw out the other parties in  removal proceedings the motion that was filed today dry the other party is not well had already been decided that this was an illegal stock sale was to ensure again belt and suspenders that if necessary there would be we have the party that technically had ownership of the stock they existed it wasn't because it was believed that they needed to be part of the removal proceedings but by the court denying the motion to join them can be interpreted as confirming what we believe to be the case is that it is not technically necessary removal of the executive because of the two hundred twenty thousand dollars payment and counsel has acknowledged that in letters that were exchanged between counsel and the regime for that hearing in may of two thousand and two counsel expressed with knowledge that in the discovery we were taking we were limited only to the issues that were going to be addressed in the emergency hearing and then witnesses would be reproduced later again to be deposed on the other issues one of which concerned the three key transaction and all of the through any issues concerning three keys which include in the effort to join three keys three keys was represented by certain counsel in opposing that motion we are represented in the new jersey action that is correct  are the three pieces not had an opportunity to be heard they had absolutely no reason nor opportunity they couldn't have participated in the removal petition hearing if they had wanted to they had no c n d to be a part of that subject matter that again that is the type of issue that has been squarely presented and have three keys been there they would have been additional evidence presented that it wasn't the case the proposed finding there was no question that mr basi on the initially suggested that the transaction would be along the lines of a sale to a number of different entities including his children but in reality mr bus you know never purchased the stock and then resold the stock was sold by us or by the estate directly to a number of