were denied would there be an opportunity for you all to present additional evidence that is not yet part of you know what you have disclosed to the other side and what would be those things those things were what the court of planes did was it said well i have looked at records archives by the secretary of state of florida and i see that at various and again that was done the st time in the opinion from which we have the right guess i'm trying to understand and this this this is not not a unique situation where a matter that if it went to trial would be tried to the judge but the judge has made a determination on summary judgment i'm trying to understand that some concrete level what could reasonably and properly within the of the requirements for regarding a corporation or either does it doesn't overturn the mandate of florida law that if you're not a corporation you cannot do business and you cannot own property we would have responded to these documents it was to choose to present any actual evidence that it was masquerading as a corporation i mean the fact that it held itself out of the corporation is relevant to the question of whether it was likely incorporated why that's i don't know why it can't be considered to be a masquerade if in fact this entity files what turned out to be  government's proofs unfiled all articles of association because they haven't been signed by the subscribing shareholders a requirement of section one of chapter nine hundred and eighty seven a florida statute the the the  organizing laws that apply time when this corporation did not receive the charter from signed not merely by the secretary of state but by the governor under the great seal the state of florida that says your corporation which section signifying that they were not a corporation because why do you why do you take that without additional evidence that the secretary of state's records are highly likely to be complete which which i don't think i've read  evidence of it never existed i don't know why it's not your honor given that that's why i asked about it seems to me there's an unnecessary nd premise which is our records are really quite likely to be complete so if we don't have it it's pretty unlikely that it existed and i didn't see evidence of that well no i don't think your honor didn't see any evidence of that this is our position on that if you  keeping it having these does not have them they do not exist and if i can just just return this is it what we've just been talking about is what led to my initial question about whether the record would still be open for additional that a further measure of devotion to the actually letter to the truth would require us to have a further declaration from the secretary saying i'm charged by along with keeping all the records i have all the i got a couple minutes left yes in order to to establish the fact of corporation assuming that that dogma still exist or florida law and we didn't repeat the briefing but the briefing below indicates that it may have been abandoned judge and didn't the judge brogdon find all four of those requirements were satisfied you know he did but one wonders what proof there was of any of those propositions what proof was there that this judgment is that a disputed oh i know forget about summary judgment if it were a tried issue who has the burden of persuasion on that that that's a kind of threshold question to then what needs to be established a separate judgment but existence then run but you know anticipation of what the government might assert the proposition that oh well we didn't need your wrist existence we acted a lot like a corporation and we had everybody this built with the sign documents saying we were a corporation therefore we became a corporation in effect by desire i think that's the government bring your honor even as a trial what additional evidence do you think they would have to put into  show that they maintain this core protection innocently and fact lessly without really knowing that in fact they weren't organized and had no powers and could acquire nothing under control and for the law that's those are the kind of proofs they that i can say oh judge these elements are really hard to prove a bunch of this happened a long time ago would you excuse me from having to prove that are you saying that your argument is that they in bad faith fail to put their names on of the lands all of the planets and all go right where did you make the argument in your brief that these are not effective transfers assuming corporate status well we may i'm sorry i cannot that bind the government in this case if the d's say what they say on their face because the government the government may not stand in the shoes of the red oak but the government can assert that the railroad had only a on which the government now claims my family condemnation papers reciting that they had no title and they needed to condemn and if they did condemn and they did my fully following the florida laws and then existed all they got was one like bill that is actually what we're saying that analytically the lack of a didn't need let's say by a bonafide interest a corporation is the same as the lack of ability to get a deed or anything other be some title my corporation that doesn't exist and that in fact your honor has has hit the nail on the head here what there's a set of true unimpeachable facts here and that is that under whatever color of r wrong with the tongues because they haven't been reading but it's been twenty minutes so i think you're way past your time we'll still give you two minutes for rebuttal because i didn't catch that there had been some kind of a technical glitch  let's then let's hear from the government and good morning your honor and man please the court kaitlin sugar achievement on behalf of the united states your honor is the crux of this case that the judge below properly considered the facts before and appropriately held that locked or with either properly incorporated or acting as a de facto corporation at the time of the sheep or do you which transferred the simple title of the property but issue that decision should be affirmed i w honor i think in this case the the plaintiffs here are attempting to invalidate the transfer of the theater and so it's their burden to show that walker wasn't capable of receiving the deed at the time but i actually don't think it matters because if you look at the actual case law from florida regarding what it means to be operating in good faith case law which plaintiffs have repeatedly refused to engage with i think that case law makes clear that there is  well the the only requirement in the test for operation of a de facto corporation that deals with the idea of an innocent mistake is that the admission of any assumption requirements of the law or charter had to have been unintentional and in this case it's not possible for the only the only possible mistake or omission that's been identified by any of the parties here is the possible lack of issuance of the certificate and that lack of an issue is that with their ticket if that even did occur could not have been intentional on the part of wachter because it was not laughers responsibility to issue the certificate what about what about the signatures of the subscribers you're on is if you actually look to the articles of association i think it's very telling that what they actually say at the end of this is on page i believe it's ninety eight of the record although there's a colored copy at ninety one dollars it's a little bit easier to read it actually indicates there but quote the name subscribes to the set article for the genuine signatures of the persons name subscription required with signature i don't think that that's relevant i think we can look to the actual articles of association here and they see that not only do they obtain not only do they contain think knitters but they also contain a self assertion that says you know we certify yes and i think about the all important to keep in mind because the essential element of good faith here and i think that this is well established in the florida case law that we do have is that there is some sort of you know look into the heart and determine you know did someone have good feelings when they attempted to incorporate the corporation the real test is whether or not they essential e acted in such a way that indicated knowledge that they were doing something that they shouldn't have right where they were they  attempting to operate with full knowledge that they weren't incorporated because they hadn't yet sought to be incorporated or were they not able to undertake an action because they knew that they didn't fulfill the statutory requirements for undertaking that action and all evidence here points to the occurred in any manner that would have been inconsistent with the law and so although we think that there is a very solid argument here the locker with operating as a properly incorporated corporation bought into it was certainly acting as a de facto corporation at the time official government t government make any attempt to determine whether or not the secretary of state had had incorporation records for contemporaneously incorporated corporations in other words it's that the all of the things from one hundred and forty years ago are either you know missing or archived or or or that only some of them are missed unfortunately on your honor i believe as far as i know the answer that is no that no that the records of the secretary of the department of state don't disclose the perforation by the name of walk there are not particularly useful because the th in certification just on page ninety six of the record specifically notes that quote the records of the live oak tampa and charlotte archives i think the request for the request was made to the archives in this case that the certification is attached to is the request that provided the articles of association that would you have in the record ok and that that you know that they are the genuine article and that they corporation by this name do we know whether the secretary was checking the state archives as well as archives that were in the secretary of state's office or only the secretary of state for the secretary of state to have published to require publication in any newspaper periodical of the fact of incorporation  reading of the statute whether or not that was part of the requirement i know it was part of the requirements for confirmation proceedings later in the statute but i am sorry i can't recall if that was true perception or section two ok speaking of i don't think they're speaking of condemnation proceedings is there any reasonable explanation for why the railroad would have undertaken the condemnation proceeding if it h actually purchased the property and had it transferred to it under either the shoe for or the foster deeds i would be happy to provide us with a theory but i have to say if it is just a theory and my my understanding of railroads operating in this area at the time was but there were actually two competing railroad companies that were attempting to place railroads in an almost identical area before the here and there was a lot of competition between the two about who was actually going to build the line if they were both going to build lines if one was going to become a branch of the other if they were going to become merged and that actually explains a lot of the sort of strangeness we have in each maybe three to age maybe four secretaries report in a branch opening an accessory so my theory is but you know railroad companies were trying to pursue any avenues that they had to make sure that they had the appropriate property at the time i think the district court but i think it's important to note that not only were the condemnation proceedings not concluded and i would be happy to discuss that but once the deed was transferred the property was owned by wachter and so any condemnation proceedings could not have been affected because there was no property t they did not already own the will they were not concluded well your honor what we know is that we have no evidence in the records that locked or actually paid anyone for the for the condemnation or for the taking representation is it not that they paid seventy six dollars for the circuit court how else can you read that well it's difficult to know what it means to of the the court proceeding was there's no evidence that money was pay and what i see as a representation was was the i c c filing go under oath i don't know the answer that your hon r i believe those were records presented by the plaintiff so i i would hope that they would have that answer for  you what i would also note is that but plaintiff open noted regarding those filings it's sort of unclear what properties we're talking about and it's unclear you know if if that was the proper order of events that occurred as represented to my document it seems clear that the trying to have the both ways where they're saying wachter wasn't a properly incorporated corporation for the purpose of the shoe for a deed yet it was a properly incorporated corporation in order to be able to engage in the condemnation proceedings and i simply doesn't make any sense because if it was properly gap that are not ideal i think everyone would agree that the case would be simpler if say you know we actually have the certificate and some of us but the lack of certain evidence like that in front of us doesn't actually negate the evidence that we do have and the evidence that we do have indicates  file the articles of association with both are expected and so plaintiffs haven't pointed to any additional evidence or fact finding even when asked by owners now they haven't really done a fight any specific thing that they say that they would bring to trial that would negate any of those and that would actually affirmatively negate any of the evidence that we do have here and so based on the evidence that we do have in front of us it seems appropriate to make a determination that based on the evidence we have or applying the law in coming to a conclusion that walker was properly incorporated or acting as a de facto corporation what it what is your view about the scope of new evidence that the plaintiffs could introduce at trial at this point if they went got new declarations from the secretary of state to try to figure out what exactly the earlier certification man or expanded the question to other corporations around the same time or you know looked at newspaper filings or dug up some new information is that still a possibility or is there something about the scheduling or discovery closure or something like that that that means we are operating on a fixed record at this point with the possible exception of response to judicially notice material  about this is there something about the c f c rules in general or terms of orders in this case that would preclude or would either allow or preclude conclude that walker with either operating as they probably incorporated or de facto railroad and change the property through the schieffer do transfer ok is there anything else you want to add since for the signatures of the three incorporated groups as required under section one of the chapter one hundred and eighty seven it is not you do not see the signatures of all of the incorporated you don't see a signature of mr george foster you don't see a signature of mr drake you don't see a signature of mr hardee you don't see a signature for mr rent and these are all these are all subscribers who are required under i think i'm probably just about done but i think there's one more question is there no ok mr daniels there's one thing i do want to say i know you opened up saying you didn't mean to be disrespectful  were really disrespectful and i think you just thought i'd consider that in the future when you're when you're submitting things and writing to the court i'm sorry your honor and yeah i'm sort of an old dog who just