attorney's fees if it does not prevail and in this case the bankruptcy court i believe again that you are use the word conflated which is is a good word i believe the bankruptcy court conflated  two lines of thinking and brought them into a line of thinking this does not apply that is an incorrect ruling and did so because it seemed to fit basically the judge found dollars if both parties have not signed the contract then you don't get attorney's fees however the court said well in this case we have some oddities which we do one of the oddities is the debtor in state court was found to be an alt ego of the signatory to the contract now the signatory of the contract is a company called t o i x nine hundred and nine called itself not a contractor called itself and owner builder now the court of appeal in the state court found that t o nine could not be the owner builder because it didn't have a license to have a contractor's license it was building nine homes offering them for sale within one year and it did not have a license the contract that was prepared by t o i x says we have a subcontractor my client x as for professionals the paving contractor and we have the owner builder and we have the contractor and as even judge kaufman agreed the contractor is never identified the court of appeal in the state court agreed the contractor is never identified so who is it that signed the contract well why would you not apply that same reciprocity principle to the other two code sections that is applied in seven hundred and seventeen let me ask it differently are there any cases that say you don't apply the re judge kaufman said well but we have to look at the fact that mr davis the debtor was found to be alter ego of tio i x and mr ford we will say in a few minutes that that means that he is essentially a party to the contract with the court of appeal did not say ever that mr davis was a party of contract the next argument will be well the state court found that he breached the contract we pled in our pleading that he breached the contract it was an alternative pre planning which never reached the surface it was simply alternative and our position was mr davis didn't breach anything t o nine breached the contract mr davis couldn't have but the problem is that alter ego as i think we all know is not a good thing it's a bad thing alter ego suggests that you did something wrong that you're hiding behind an entity that doesn't really exist or you're using it as a shield to stop yourself from liability which is exactly what the court of appeal said mr davis is if he had twenty five of them twenty five elsie's all of which were used interchangeably to hide from liability we sort of take you back a either be a party to the contract or or you do have to be close enough that you are essentially a rd party beneficiary ok so non signatory can be held liable under seven hundred and seventeen dollars in some circumstances some very limited cases say very limited why would you not apply that same limited set of circumstances under the other two sections because the other circuit the two code sections do not have the reciprocity requirement the other two code sections do not say you've got to have somebody who signs they only apply and the case which i've cited on in my reply brief on page ten and page thirteen the reynolds and the ex are case both say if you if you are not a signatory to the contract or a rd party beneficiary you don't get the benefit of seven hundred and seventeen and again the argument is well mr davis was a rd party beneficiary well in order to be the rd party beneficiary the contract had to have been made for your benefit there are let me ask you about that because in your complaint i think in both state and federal court you allege several times that you know and davis were parties to the contract you didn't just make an alter ego they said they were both signatory and yet that was an alternative argument and i've cited cases in my brief which indicate and hold that it takes more than just alleging it it takes more than arguing it you have to actually get some benefit from it you can argue all kinds of alternative reliefs but until you actually get a benefit or you go so far that you receive an award or a judgment or something against that party you can argue it but then you can move to your alternative thirteen other defendants and the other alter egos paid the money not mr davis but certainly t o nine was the only part of the breach of contract the other parties were simply found to be alter egos of t o nine and therefore responsible for the debts of the united states you and i was a shell it was a hollow corporation are you saying that there's no circumstances under california law where you can't just simply rather than having the liability flow in one direction the alter ego theory as you're describing it are there are no circumstances under california law we can truly disregard the separateness of the end of reason truly fusing together is that in possibility under california law i'm not following what you're asking well i think what you're saying about the alter ego is the alter ego becomes liable for the other person's debts right yes but not the other way around correct is that the only possibility are there circumstances or california law where you could truly fuse the two together and liabilities and assets are all combined no i'm not aware of any such ruling though here here's here's the problem i think part of the problem as a california county former california lawyer i'll just express an opinion here the alter ego result is weird in the sense that you go all the way through a trial you prove whatever you proof in the trial holy apart from that you by motion say and somebody else ought to be liable for this right in this case we didn't go by motion it was actually the case well but you have the ability to do it by motion so it's it is a procedurally unusual device it does the question is does that foreclose the possibility that you had the opportunity to prove somebody else was liable somebody else was a party and that they should be responsive the answer is no i mean i don't know what you did prove but the fact that you can do it later by motion doesn't mean that it something dispositive can happen in a trial we actually did it during the trial the trial was tried for  you hear what i'm saying i mean the it's a weird procedural glitch i think personally in the california statutes and our trial court judge judge reser said in his career he has found alter ego three times that's not the question the question is did he find could he or she have found liability on some other basis that you know putting aside alter ego this person simply is liable for this ok now that's the question and it was only through without altering you know we have nothing we case where an alter ego is permitted to enforce the contract against the other side to the contract he signed a sick a saying that well i know none of the top my head but there is some authority were parties have used alter ego to offset for example a is some authority saying that yes if you're the alter ego and that is gives you a basis to say that the guarantee is a sham because you're one of the same you know the another problem with the doc and i think is it's it's kind of broad i mean it  that there's a unity of interest between two parties and it would be unjust not to hold the other party responsible for the debts of the st right that's the doctrine right and within that there's all the and what we're trying to figure out is ok where does that get you is it just a matter of at the end of the day you can say somebody should be fairer to say on your most readings of alter ego you are determined to be somebody who ought to be liable for a debt i'm sorry i didn't hear you wouldn't it be fair to say that you are determined to be somebody who ought to be liable for a debt whether you're a party to a contract i mean what like well i'm trying to make this distinction because i think it's important to bone that there's a difference between those two so why should you be a part of the contract because you are liable for that particular because you're liable for that and that's the same thing yes ok in again the corporation it's doesn't exist it's just the individual or individuals entered in that contract but there are other reasons that the court can also support affirm this particular decision and for example judicial stoppel for eight years they allege in the bankruptcy court that mr lives a part of the agreement and they took the findings that they alleged even years before that five years for fifteen years now when they get an adverse ruling they say oh whoa whoa wait a minute now mr davis is no longer part of the contract that's unfair when the deal doesn't work out for them they don't want it in with a deal worked out for them they took advantage of it and the recoup one court properly from he can recover under that section as well and the other part is the court's finding that mr davis is a party to the agreement is abuse of clear error and the court cobble all of the information the facts and looked all in from all of the state court findings and all the findings inside of the trial and so the court's ruling if there is no that the court's ruling on mr davis being a party's agreement so that he can recover attorney's fees is supported by the record whether he can recover the terms he is under the agreement itself becomes a question of law three minutes and fifty six seconds thank you all start work council started snored diamond i have cited and its related cases on page three of my reply brief and i went through and read every single case the council cited they're all listed on page three not one of not one of them says that an alter ego becomes a party to an agreement not one i'll represent as an officer of this court not one of the cases cited by counsel say a party to an agreement becomes a rd alter ego finding equals a party to a contract it simply doesn't exist it does not exist you don't get a benefit by being an alter ego it's a bad thing and your honour's indicated something that appeals said that's very important the court not only said that it would be unjust to hold a party not to hold a party liable in an all or alter ego setting the court said if we refused to hold mr davis and the other thirteen defendants liable it would be tantamount to sanctioning a fraud this gets back to the grounds for all three go there actually seventeen grounds it's a very very difficult task and it includes all kinds of mismanagement self dealing  these people writing checks themselves buying corvettes by harley davidsons with corporate monies and no accounting they had employees who were working for one company paid for by another company or as comp was paid for by another company and yet these people that the judge said i would i would be sanctioning a fraud because that's what these people are doing they have a shell game trying to hide from liability whether they're taking everything the one of the corporations good and leaving nothing behind and when mr davis was asked why do you do this he said we do it to avoid liability it's what everyone does isn't that what everyone does that's why we do it we have all these elsie's and when one gets in trouble we close it down and we move on to the next that's why they had twenty five  none of them with a license to do business with anyone form an l l c or a corporation isn't that what it's all about unless you cross the line if you cross the line and you deplete that l l c a corporation so that has no assets when the individual bidu business sabath simply doesn't apply simply does not apply you can't say that you're stopped even if you've made an argument for eight years as your honour's no the case is still going on this case is the oldest case in ventura county history it started in two thousand and five and we haven't even got to phase three yet it hasn't been scheduled my client yesterday said if i had a child that was born when this case was filed he'd be ready to go into high school this fall which is true the case is going on so i can't control that i can't control when we get to court we've been to the state supreme court we've been to the court of appeals multiple times and we've prevailed so you can't tell me that it's my responsibility and i'm now responsible for judicial stoppel when i've tried to advance these arguments as quickly and as effectively as possible i just want to get to the rd party beneficiary argument that council made and again the rd party beneficiary requires that the contract be for the benefit of mr davis this contract was not for his benefit sure in the overall picture he was going to benefit by being able to to essentially rape and pillage the company but it was not for his specific benefit which is a requirement of rd party beneficiaries unless runners have