this is an inner pleader action involving a dispute as to superior right to stock and to closely held corporations geiser roofing in d m v properties both of whom are parties to this case k g b real estate  claims us a period right to the stock based upon a stock purchase agreement in internet in two with mr arnold the owner of the stock back in two thousand and seven geissler in d and d claim be superior right to the stock based upon a default judgment that they received tory relief claim seeking the request to find that we were the rightful owner the companies did not raise the transfer restriction at trial did not plead it as a defense and since it's really posited as a defense it's incumbent upon them to make a prime officious showing of the validity before we need to address the abilities so that would be point one point two is even if the court  a stop from in forcing that restriction here by virtue of its prior conduct and sufficient significant evidence was a deuce to trial that in the one prior transaction involving the sale of the geiser stock back in two thousand and two that geiser ignored the transfer restriction at that time brando when it was one of the ownership in fifty one percent dan arnold was another owner and he own are stuck there's no transfer restriction with respect to the d n d stuff but those parties are in possession of the shares the stock their parties to this case the district court has the ability or this court has the ability to effect complete stock transfer restriction the district court applied the wrong standard in assessing the validity the district court looked at a ten i'll see s five a to a four which pertains to when and otherwise valid restriction can be enforced against someone without knowledge of it the proper standard to apply when assessing the liberty is ito five i'll c s five slip dash six point five five which addresses when a stock restriction is valid under that proper statute the restriction here is not valid on its face it does not satisfy any of the four prongs that the restriction contains no time limitation in which it must be exercise therefore to fish fails to satisfy proxies of one it does not obligate the corporation or any other shareholders to purchase a stock therefore it doesn't satisfy csub to it does not require consent or approval of the corporation or other shareholders to a transfer so it doesn't satisfy a cease of three and it does not satisfy csub for because it does not prohibit the transfer to designated persons or class of persons so under the appropriate standard which the district court failed to apply the transfer restriction is invalid furthermore as i discussed briefly before geiser has waived or is a stop from enforcing this transfer restriction because it failed to enforce the transfer restriction in the prior transfer of stock in therefore it can now rely upon that restriction to void the sale to k g b s in this case there was ample evidence of that induced a trial in the district courts finding that there was no evidence to entered into the stock purchase agreement with mr arnold back in two thousand and seven at a time when it's undisputed the mr arnold own the shares and geiser in d m d s claim didn't come along until a year later when they received a default judgment so between those two competing claims which i think is the focus of what we of the case the first in time claim has so why or why didn't if you were first in time why didn't you receive the certificates k g d did not receive this typical it's because mr arnold believed he had lost them but ultimately was determined they were in the possession of another and of it another individual yes a prior attorney that honor when the state court compelled him to transfer the stock over his attorney in that case voluntarily turned over the shares at that time and that was that it turned them over to the home to state and then ultimately this proceeding was filed before any transfer was made seeking a declaration from the district court as to ok we know we now have competing claims no transfer of stock is this  occurred to anybody at that point which of these two claims is superior and while this in which is this case this is the case for this court while that was going on so it that point i think the issue is joint is trying to get the stock certificates and while this is going on while the case was first on appeal to this court a state court in illinois in a case to which he was not a party compelled mr arnold to transfer the stock to guys who are indeed the waiver issues big deal for you to regardless of whether the that's the waiver on yes your honor because they did not adhere to it and in fact they in the first instance geiser ignore the restriction so that mr arnall couldn't gain a majority control the company in the second instance say no now we have to enforce it deployed you from selling part answer for me the direct and short response is that mr arnold considers himself to be aggrieved by the judgment not by the courts recognition that he had a legitimate that he had a  proper claim to make of multiple of being exposed to multiple liabilities but because the judgment that was entered requires him to pay a one hundred thousand dollars to cage a d the the longer prevails in this appeal because if it gets the shares that it will it won't be entitled to to recover the that one hundred thousand dollars that that it paid to mr arnold for the shares if at all if it if it gets the shares the problem does get res mr arnold was faced with two parties each beach demanding that he deliver to them the same shares of stock so if so is it that that's what owner polluters made for him this was a correct interplay direction mr arnold did have a dog in the fight he had a he had a preferred outcome and the reality of the practicalities of the case being what they are his economic interest would be served by a resolution in the district court that favor maintain his neutrality and not say anything about his preference this record wasn't bound by his preference of course neither is this court but he but he does have a better outcome from self and that's why he's he's advocated and two and with facts that are detailed in the briefs they chose not to enforce it the reason for not enforcing it or honoring the agreement at that time as as one of the principals testified it was to keep mr arnold from obtaining a majority ownership and control of the corporation and and then they turned around and said that they needed to enforce in the chose to enforce it against this transfer and they're going to do forty sided in the in please the court i'm michael reed and i represent d n d property management and geissler roofing incorporated what has happened here is that k j d entered into an executive or a contract with dan arnold to attempt to purchase the shares in that agreement which is part of the record the parties agreed as a condition for k j d to fulfill their end of this contract to in other words bring this agreement to a close as is that they would have the shares delivered to them they would have the certificates delivered to them and as a court alluded to where are the shares now well we have all of the shares which the two other shares i'm sorry with the total number of shares is a one hundred share one hundred percent someplace yes ok thirty eight percent in this stock right correct and the rest of it is guys who got all that now all the ricer has all of the shares of both companies so basically this is going to be a mighty mighty minority shareholders he was going to be a thirty eight percent shareholder and by the way he's a competitor and  that the egg was barely dry on the contract that's my words when k j deeson wants to run down and get the get the books the guy said books minutes records ledgers a whole raft of things which  under the statute is not even a legitimate purpose so this is an executor or a contract between k j d and dan arnold dan arnold doesn't have any standing in his pleading he said he's indifferent he doesn't want competing claims but he doesn't care that since that's an initial complaint if he doesn't care that he doesn't care but he's here saying he cares who cares he says he he'll have a better arnold tendered his shares back to the companies k j he was there and there's fifty thousand dollars of the money that we paid dan arnold for the settlement for his shares being it's an executor or a contract and i think that if you just set aside all the noise about the stock restriction and it's not noise but it it's a valid stock restriction it wasn't really brought up in the trial court wasn't challenge the trial court made two findings in that regard one that k j de concedes the to stop was restricted in the second finding the court made as arnold doesn't argue that the restriction is somehow invalid just setting that aside the reason why geisler has a superior claim to the shares is they own the shares now they've been they they have they've got they've got and there isn't any under the law under this law how you transfer shares of stock is a court knows the first lesson is where are the certificates you have to have them they have to be delivered to you and to the corporation has to change the record ownership in the books of the company well that's already occurred there it's back to geissler the indias back to  indy so there isn't really any valid argument even if people forget about the stock restriction whether it's valid whether was and forcible whether it fits under the statute because the some of the issues regarding the stock restriction and there were if it was in the minutes it's on the share certificate k j d and dan arnold knew about this the restrictions there is a recycle in the stock purchase agreement referencing article eighty of the geisler bylaws so the fact that these restrictions were out there was not a hidden fact and under the under the statute if they're printed on this share certificate entering the bylaws they're valid unless they're illegal somehow and there isn't any only galatea about the share restrictions this company was formed in  thirty or one nine hundred twenty six and these file laws have been on the books that's then and this restriction is designed to do exactly what it did keep it outsider from intervening into the operation of the company and keeping consistent and that's what occurred here and that's that's what has occurred here the fact that vaile ledge that there was a waiver by geisler to give the court a little bit of history arnold was a  husband and wife who were the other two shareholders of an army got a divorce and if there was any non tendering of stock or non putting the stock out to the other shareholders it was brenda o did that and she's not even part of this case and secondly if you look at the some of the cases on what is the philosophy of a stock transfer restriction if you offer him to another insider who's already a shareholder that doesn't violate any agreement because the idea is to keep outsiders from coming into the company a week later want to get the books the records the minutes the general ledgers all the checks the w to use the cost reports which is exactly what  so we believe that the trial court in this case wrote a very well reasoned article it's quite lengthy reciting the i think the court's as convoluted i would say tortured record in this case so that decided by the state court which are not really before the scale but any questions other flesh and thank you very much  with respect to the council's argument that the delivery sort of and since the inquiry i don't believe it does and in fact the companies in briefing early on in this case stated if the state court orders arnold to sign his shares over to geiser in d n d then the dispute as to whether geissler or katie has a superior right to the shares will still stand we agree that's what the district court was asked to resolve the fact that superior right to receive delivery of the stock in furthermore just a point of clarification p g d was not present at the time of the hearing at which the shares were compelled was not represented by counsel i believe what