like to begin once kind all over this last case that when it was before this court about the overall picture of this case this is a case where there was a compromise done on a acquisition of property paying six million  property which had a value and there's no dispute as to that and also no dispute as to the was worth at least twelve million dollars and so the question that arises is that for twenty four years now we've relied upon the ac properties and the four concepts that are considered with respect to whether he approves a compromise and in this particular case relying upon those the bankruptcy court did in fact find the compromise was approved and that was also affirmed by the bankruptcy appellate panel based upon the fact that there was no abuse of discretion my question is is there ever a time when in fact you have gone through the entire four factors and come up with a result which is not fair and equitable and i'm i'm sand that because it appears that there are some law that's it's been hidden inside the abuse of discretion which in fact this review about the st that now is the st question is this which is in section five hundred and fifty the bankruptcy code where it talks about profit i recognize that in this particular circuit there is no case law with respect to what does it mean by profit however other courts have indicated that profit is equal to rent that becomes important in this particular case because the trustee did an analysis it's exhibit three  dollars and what he said is that i've done this analysis of this case and after i go through pan all the claims and everybody if there's any surplus at best is two hundred and seventy thousand dollars but there's inaccuracy with that respect  analysis that inaccuracy is that in fact what he did is he took one million eight hundred and ninety thousand seven hundred and fifty two dollars of interest which would accrue on these these t judgment and use that as a subtraction but in doing so did not address the issue of brant profits and respect we provided evidence of such and we showed that from the years of two thousand and fifteen through two thousand and eighteen there was one million five hundred and ninety nine thousand seven hundred and seventy three dollars and five dollars since by the way i'd like to reserve five minutes for my rebuttal and i make sure when i get to that point entries no that can be demonstrated by the analysis i've just shown and if you take the rant and you compare it to the interest they offset each other and so the result is that if you subtract off that one million eight hundred and ninety one thousand dollars from that now it says it jumps up from two hundred and seventy thousand and two over two million dollars and if you have that analysis of two million dollars and you presented that to the court no bankruptcy judge would in fact approve that as a compromise recognizing that there's that kind of surplus now i recognize that you've got to go through the action but there is very little done on the court action our action was commenced in our name it got converted to a chapter seven and then it became an action which was done by the trustee but after that the trustee did very little in fact i think it's obvious that what the trustee did in this particular case is he is he an ape met with paws and said exactly you know what are we going to have to take to get all the creditors paid and you pay that amount and i'm done with this case but it fell to consider is that it is the duty he had also to the ice and to maximize the estate and he did not do that because there is two million dollars left even when you water share stocks there is also there is a lab and flowers also in this compromise was all of which was going to go to hall's there was all kinds of other assets that were being considered but my concern is is that this adversary case was i recognize that it would be that i'm not here to say that solve and see was something that was clearly shown namely insolvency but it forgot the other two factors and those factors are whether the closure he was left with nothing he had a responsibility under the lease that you mention that he was to pay four hundred and sixty four thousand dollars upfront which is a very significant it's more than ever was paid in the other years of leases the difficulty had he had no capital he had nothing to use to pay that so he went out and sublease the property the sublease which contrie the terms of the lease and therefore he was already in breach in fact they sued him ralph i some swiss sued in the spring of that year and so to say well this option had some ballot you say it had better you want to clear that this lease was to fail from the get go furthermore when he asked because he had approved of a loan that he would have an opportunity to purchase the property they would never give him a  malaysia what did he have to do he ended up and having to file a bankruptcy now the other element it could be is the fact that purchase price o if you look at it it's not because it says you've got to pay this and this and this and this and it's all those extra things that he had to pay that he couldn't get a figure to it's there's no question that it was it was meant from the get go that that lease an option to purchase was to fail and the reason for that is because then they would get the property the nd thing that think that's important about that is the other issue and that is what about the fact that he incurred all this debt after he did the deed in lieu he did five hundred and thirty debt that also meets the criteria so you have five hundred and forty eight working because you have six million is the price that they pay for twelve begun you then have all of a sudden elements that may not the concept of rant and how that read would offset the interest now there are other factors there's a breach of fiduciary duty here and i've talked about that there are other elements that were undermined by just take an abuse of discretion but i indicated i'd like to keep five minutes of my time and so i will reserve that time thank you the trustee not speak of the fact that they were in chapter eleven for almost two and a half years in that they were in the state court before that for almost two years  interesting question and self but it's simplistic view that they've taken his you know this is a piece of property the trustee could sell it and get this massive equity that the debtors alleges there if that was successful in the great after via days of an evidentiary hearing agreed with the trustees position that based on number of factors that's not a foregone conclusion by any means if you get the bab's as what matters here is that the court found that the issue of solvency was not clear would be vigorously contested and that this fact added to the complexity of the litigation the expanse of the  not there was a duty to protect the debtor's interest reserve that he has but the the baffin the end results even if it's a potentially surplus case the bankruptcy court think your honor with respect to the value i think the baps comments with respect to what it would take to realize the value of farm versus the value the litigation really ties us back to the bankruptcy court comments about the different dominoes that will all have to fall in favor of the debtor in order for this speculative interest of the debtor to even to rise you know i think that's really where the focus needs to be and not on th this twelve million versus six million that gets its way into the determination of the facts which i think in there the record for the court is really for them they perceive court to address the way that the evidence the nd issue that i think is significant is the  the interest accrual in i think the way that you read five hundred and fifty easy of the bankruptcy code is if and when there is avoidance of the transfer then you determine whether or not the good faith transferee is entitle to the value of the improvements that it made to the property doesn't mean that we don't have a valid claim for the existing foreclosure trojans because if we do away with the deeds in lieu then all that is left is the foreclosure judgments and those forecl judgments accrue interest and so really there are two different claims of way there's a claim for the improvements under five hundred and fifty each fifty doesn't speak to the fact that you still have a claim for your existing judgments or the judgments of what and then for the existing deed of trust in the underlying notes and so the interest occupation is significant but at the bottom the makers the court was not required to conduct a mini trial on those issues simply as a map noted addressed the the fact that it was an issue it adds to the complexity of the calculation but here we are makers the court was left to weigh all those factors over a extensive five day or trial and extensive record so under the abuse of discretion standard we think that there is no clear air of the law was applied correctly and  robert thank you your honor may i please the core once again the answer the question on ac properties is no there is no issue as to surplus in fact the judge the bankruptcy judge mentioned that mention that he's sure not sure what to do with that because  this particular case he found standing because he saw that their service really connects to the issue of solvency because it was the argument falls in the trustee that this was a solvent case that we could not show in cy and and i think the law would come down on abuse of discretion in favor of the bankruptcy judge about that issue but what it was not addressed nor was any analysis given to the other two prongs the problem of the fact that lack of capital and we  demonstrated the evidence we offered that they lack apical they couldn't even keep going without breaching the lease by getting somebody to do a sublease for potato ground so he could pay his st payment under the lease the nd thing that that is interesting about that after the deed in lieu which demonstrates what that prong is also meant so you start with the st problem and they want to and it is simple it really is simple because how do you take twelve million dollars with a property and for six million dollars mr hall gets what mr hall does is he's going to raise all kinds of things he's going to talk about how bad a guy that has and whatever he can find that's why i went on for five days so he can do what he can show the court this can be so complex that i should get this property even though i only paid six million for it and it's worth twelve million and that's really where the problem lies because hidden inside the that abuse of discretion a law that was not followed it was not followed under five hundred and forty eight dollars because there's no one now says of those two other prongs the other point which is huge is now they're coming forward and her saying well basically norrin the concept the property falls rant they talk about improvements section exhibit  goes to both and what happens is a self serving approach on the part of paul's is to make it a very complex case this case should have been done less than five days but it was done in five days because of the complexity encouraged and and in fact i made a motion l at the beginning saying let's deal with this motion for a compromise and they want to talk about all these things about how bad a guy ralph isom is and why is because they wanted to cloud it they wanted to make look look like that there was a real as you complexity now they want to when they want to talk about the improvement portion there's exhibit one hundred and nine we gave an opportune to say what improvements have you done they didn't add any new buildings or anything to the property they paid some taxes they did a few minor repairs it's older one hundred and eighty one thousand dollars and so what in essence you have is you have profit ignored by the lower court and once that's lower than nord by the lower court that all of a sudden you have a swing then you've got a basically in my mind under the statues slam dunk you've got the opportunity for two million dollars in surplus and i can tell you that the trustee clearly took the position i my job is only to protect the creditors i thought it was interesting that they mother even did not object to this she didn't object after they agreed to pay one hundred and eleven thousand dollars which is more than their st analysis and all the other creditors get paid and fault but just got to deal with the issue that