your track provision we have here is three israeli immigrant brothers they built a business over fifteen years and they sold that business for seven million dollars  them going better when the business was sold the purchasing company was sold three years later it was sold at a price of twenty six dollars a share is all it was realized so just twenty five percent of what they were paid so the logical explanation for the seventy five percent drop in value must be that when they were originally contracted three years earlier before the business improved one hundred dollars a share was not accurate there was a mistake so when the brothers were promised they were getting seven million dollars that's not actually what they were receiving at the time the issue here is that that one hundred dollars a share was not a correct number when it was originally offer now how we got here is some really nifty agreements and moche that the whole case turns on this interpretation of vision for the greed value of shares so the question of agreed value depends to a position that this is a nominal value or part value or some other imaginary number now the problem with that argument is that elsewhere in the contract it defines that c other number which is then used repeatedly throughout the agreements as the real value of what they received so the real value is the one hundred dollars a share and that is that the market value of the shares was now this is important because you know when the deals done and they pay taxes on the deal it's based on this one hundred dollars share value it's not a nominal value it's not a par value the really nifty agreement tries to get around  saying that the parties agree in advance to the one hundred dollar share value as an imaginary number and they don't describe where this came from now the problem with that idea that this number came out of their mutual agreement is that throughout all the transactional documents in the case they repeatedly use one hundred dollars value and even when there were paid out in two thousand and seventeen for their bonus and the their good work on growing the company they were paid based on the one hundred dollars value so it's clear here that the one hundred dollars of that dollar share price was the actual value of the market value of the company number now everything turns on then when the erroneous did the deal did they receive one hundred something that was worth one hundred dollars a share now in order to challenge that we bring several planes  all sides thought was work on a dollars a share in both sides were a mistake now in order to plead this mistake blame there's no need to reach out beyond you create the agreement there's that doesn't implicate the incorporation provision at all this is simply within the terms of the agreement the parties were mistaken as to the value and based on that mistake that it was actually worth far less it was worth less than twenty five percent of what they claimed it was because in the three years since the transaction the company did much better by any market any measure and then it was still sold for only twenty five percent of what they claimed it was the other basis we have is an argument as to actual fraud now correctable fraud the primary argument against this is that we have to show some special relationship that is not law in delaware  mistaken as to that value and that gives rise to a claim for equitable fraud now what is you know the agreements is that the parties mutually agree as to this one hundred dollars share price what is pled it is that they were fraudulent representing or mistakenly representing the very least that the stock was worth one hundred dollars a share now here the purchasing company in far greater knowledge as to what the shares work and there's a claim to rescind the agreement that there is no agreement based on that then claim can survive for unjust enrichment here what happened was a transaction occurred if he deal is rescinded then defense received a huge benefit of owning the company or these several years during the years they own the company they received a significant benefit based on the false promise of a one million dollars well to me all we have here is a false promise million dollars purchase price and knew what they were doing when they communicated so a one million dollars purchase price they knew was false you know making the show was false and they're trying to enforce the agreement by relying on an eer misrepresentation the detail transaction documents the purchase agreement and the subscription agreement by which they were issued their shares in jane unambiguous language e tail integration  know this st section two two of the purchase agreement makes absolutely wayne that the shares were issued at it in agreed value of one hundred dollars and there is no reference anywhere in the purchas value because it cannot be solved for an extended period of time that indeed as judge can noting the only reference in the purchase agreement to the actual value of the shares is used in contradistinction to there were no representations whatsoever made by any person with respect to the st shares that were not contained in the subscription and when it to plead their complaint the iranis actually have to reach their support that the parties ever intended or agreed value to be the equivalent of market quite the opposite nd it was no mutual mistake here the mutual mistake claim also reli not equal that agreed that simply stated a good or bad redemption that you two thousand and eighteen says nothing about the accuracy of than previously agreed value tributed to the shares but this is claimed intent is entirely inconsistent with multiple representations idea of worms that they understood the shared values rests in the unreliability of projections and were not relying on any such projections estimates or assumption as to present or future value they represented that they hadn't listed all the professionals they needed they had asked all the questions they wanted and they hit head again all the information they felt was forever been fully evaluate and be fully satisfied with their investment they represented they understood the restricted nature the nature of restricted stock extended time horizon it can impose on future sales and the potential loss of all the area which they represented they here the parties agree may not reasonably reliable information that they contractually have it not for a part of the basis of the their decision to count alternately these plaintiffs elected to take some of their here everything we're pleading is based on what is in the agreement he says there was an agreed value of one hundred dollars a share so we aren't necessarily reaching beyond the agreement in order to prove the elements of the mistake claim in the rescission claim we can stay within the rather than ascribing anyone to coming up with this value they say we previously agreed to a value of the share and you just throw that in their record and so if you're in the process of negotiating this deal say hey guys do you agree that's how it all sure sure ok and then you put it in there and like you know are your memories and you sell them on the one hundred dollars a share and you put it in there that we agreed to it previously but then you also have a corporation provision that says that anything we've previously agreed to isn't included so you can take this reported agreement at one hundred dollars a share and take it out of the contract and outside of any possible litigation and you can watch it steal to get to that one hundred dollars value agreed to and then curve it all out with