a family corporation in this case susan emirates acted in bad faith when they opened a competing business in twenty five against the interests of their own corporation whatsoever that's advantage to the corporation this kind of pride continued after the filing of the litigation and if you take the time to look  extremely important document which was founded appendix three eighty three in other places it was a trial and said that the tiny writing their size mori hasn't done bookkeeping since three twenty five zero seven and the evidence it's none of your business over and over they just told the others that it's none of your business  marked as hate but when the kimber framers person came up there in testified it hadn't been paid and it didn't have that date on the side opening this she went directly from cornucopia over to call these where she was basically the manager of that sport taking all of that training marilyn carlson testified in day to testify that they saw suits and doing call these but also taking things from the storage room even taking things like straws napkins toilet paper paper type items that weren't paid for that worn accounted for and when the carlson's ye it was always none of your business the carlson's noted that their score at current copia was running out of prophecy was running out of sugar but there wasn't any accounting and that there was the plan and made about what the plaintiffs know what they put into this business and that's what the business corporation and requires or allows a court to take into account what were the reasonable expectations what  forego to come into this business to make this business work and the testimony marilyn's testimony came in but they've it's testimony was summarily cut off an objection by posing counsel that was just too repetitive so some of the testimony was just simply excluded about what these people put into the corporation what their expectations were and how they were cut out of it  one of the pieces of evidence that did come in on the fair value is there the parties paid ninety thousand dollars to purchase a bakery which is an obelisk bakery which became part of cornucopia if purchased one of the contentions in the case was about settlement was that were sent back and forth and there's a figure of two hundred thousand or two hundred twenty five thousand dollars they have figured comes from a pre litigation in pretrial business negotiation where the parties before any lawyers were involved got together and decided what the value was two for one side to buy the other side out and two hundred twenty five thousand dollars  to make findings against david in maryland for attorney the four directors he had showed an interest in opening a coffee shop back in twenty or four but when the opportunity came a valuable later in twenty or five susan in maryse secretly went behind the back of the unrefuted testimony is that the parties have money that they could have put into it if they wanted to they could have let their own money to the corporation they could have taken on business loan like they did when they purchased the intl believes they prefer nine thousand dollars these it was different they paid cost sometimes they paid as a tiny bit above parts but they got a special price and that no other business guy and in the important thing is that no one ever talked to dave and marilyn about this all came up after the litigation was filed but during the year that the karlsson's with trying to negotiate trying to figure out what was going on there sure they were just told it's none of your business it's none of your business the the lions used cornucopia to africa ties their new business they brought in coupons that they put it be business for called things they started  those coupons and was was surprised and appalled that these coupons were being taken in at their store in this case the plaintiffs were punished three times for the same conduct in this is the rule two thirteen disclosures they were punished once by the exclusion of witnesses in of testimony they were punished the second time is the trial court sad but they lost their case ruling against them because of these discovery sanctions  in the third carnation was the sanctions under the business operation and the one hundred eight thousand six hundred fifty dollars which the court said was because of these discovery violations now section twelve six states they have these sanctions are available for the actions of a party not for the actions of a party's attorney if the legislature had wanted to sanction if party for the actions of their attorney it doesn't say against an attorney and this case sanctions were worded jointly and severally against david maryland and myself for actions of myself and i'm not sure if it was the actions of or not it was unclear to me but it seems that it was for discovery sanctions were the third punishment i'd also submit that the sanctions were so it sets that is for the for all the days of trial at one hundred dollars an hour and she's not a certified paralegal is a banshee or stick i cited a case that says that a paralegal is a cost that's included in the coun corporation act and i think that the reason that the business corporation act is phrases like this just from generating then again is because we're talking about an ex that has to regulate businesses of all kinds and many times each big corporations will do of of my rare frustrating particularly because it's been very difficult to get at the issues i think the court can is well aware that it's almost impossible to prove a negative  when you are defending clients were his that brought that up and misconduct you are in essence having to negate whatever evidence is offered against them the problem with this case from day one from the original complaint all the way through the trial through the briefing on appeal and through the argument this morning is just this the plaintiffs have the burden of proving their case cena in a pleading does not make a the times in court doesn't make a true one party testifying to it doesn't make it true actions speak louder than words and if you look at our brief you will see that  plaintiff's case was presenting there were significant problems with their version of reality the cross examination of marilyn harleston as were a large extent lyne be ill and being gone to the hospital and this and that i'm not saying parties behaved well what i am saying is that the trial court sat through almost two years of pages thirty three thirty five there are the specific findings of fact of judge stuart all these issues cases should be about facts and law not about personalities of the trial lawyers have tried cases but listen look at the the issues that are raised on appeal a summary judgment was not but there were conflicting issues as facts about the same evidence evidence was excluded the evidence was excluded because append been this close and although all this isn't in the record that is not  burden to make that record but when we answered in iraq the tories originally we said we'll disclose our witnesses after you disclosures nobody knows the beginning of the case here witnesses are going to be trial court of work times extended the discovery deadlines and after all the parties and then depose my clients and then i happened depositions we had disclosed over nine thousand documents we had they had had access to our personal financial records they had access to everything they would need to trace all of this that they needed to trace it and what do we have a trial we have rehearsed direct examination and lots of the pennines that hadn't been disclosed it's i stand by the statement of facts in the brief because i can't possibly summarize it all here let's look at the issues that they raise on appeal the big ones they can test that there was  is worth eighty thousand dollars that was a court appointed stipulated appraiser who did that about yes there have been prior offers i would have asked and my clients probably that money did get out of the business with these people that doesn't mean it was the best evidence of what the business is actually work so this is redwood operate by stipulation the appraisal and now a tax that is offer nothing in its place it's the only  the supports of the sessions the record as well i'm sorry if the records about and thousand pages i forget how many pages are in the record eight thousand pages there were twelve thousand documents let's talk about the trial gong her role in the trial was digging up documents and as this testimony comes in about all these things that supposedly happened and not being able to find any correlation in the documents and when you go back and you that in all candor is why i believe that stewart finally awarded these under the business cooperation you know it's not only the rich big cap corporations that run up the litigation and make other parties bear unnecessary costs i'm sorry this is redwood has cited arguments as evidence terms of evidence she knew that they had to thirteen issues she knew that the business was worth eighty thousand dollars not four hundred thousand dollars or five hundred thousand dollars and she had no contrary what we tried to sell she  trial i also know that rule one thirty seven is interesting but it applies to pleadings and doesn't address the totality of the circumstances which is why we addressed it in the be ca the co absolutely has a warm thirty seven issue because it all came up under this is redwood should be responsible i've always said with the carlson's are responsible for how the case was tried by their attorney under their authorization and direction and if you look at the record they clearly knew what was going on and you question that standard as counsel is greed is an abuse of discretion and an abuse of discretion must be determined by the court based on the record that has been submitted which should include what judge's r simply not been presented to the court in a way that the court purview can possibly find of the court below abused its discretion so the absence of proper record or the score requires the court affirmed the issue of whether sanctions opponents referred to that transcript only for the purpose of arguing whether sanctions should have been awarded a year earlier there's zero argument made in the appellants for it that addresses in any way the not backed up by any kind of argument that is containing the type of things that this court as repeatedly ruled is required to constitute an argument on appeal under the court rules so in both of those issues the absence seen how counsel treats the facts and motion in promotion seeking sanctions she submitted an affidavit in wished she specifically stated under oath that it was the finding of my motion to dismiss that so easily verifiable is the fact that she filed a motion for an extension of time eleven days before she received my motion for the it's a simply false statement bolstered in repeated by her with much bluster and that those are the kinds of things that we faced in the trial court below that's the kind of find that the court below found to be essential unfortunately the court doesn't see the transcript of that record but we submit to the court that there was  diary that mr robertson referred to if you look at the exhibits was not a diary it was a calendar where work days off were countered and the reason for that was in a diary and that was brought on the testimony of mr your witnesses it's that we don't know who our witnesses are yet and will disclose them later and we will supplement as far as the i value of the corporation fair value is not limited to market value the business corporation it makes that clear and professor murdoch's treatise in the only practice series makes it very clear that many many other things that are to be taken into consideration for market value and those are the things that the plaintiffs were testifying about the single piece of paper that i hold up proved it damages the judge stewart said did not exist twenty zero six a full year of taking product without a single payment seven year it meanders that it didn't come there in twenty six in the corporation was deprived of their capital to operate under the abuse of discretion standard of the jeffrey  process cases the court did not take into account and all the now whole argument but important argument that under the business corporation and jeffrey mind was required the final form in pay a five dollars fee to the secretary of state to withdraw as the registered agent he never did that these folks none of them and that business is clear knew about that they trusted him relied on him that he was taking care of it it's a novel argument i couldn't find any cases on it but the court below just simply didn't address their argument at all the amount of sanctions it was simply impossible for me to be able to argue in a few pages this this motion for the sanctions and jeffrey mind i did have the court to refer to our pleadings from everything that i wanted to argue