conditions precedent before the release of escrow funds in order for this escrow agreement to have full effect for all contractual fact it's our position that there was no conditions precedent that were satisfied that patrick quinn made misrepresentation material misrepresentation to river card river card and deposited eight hundred thousand dollars and into the trust account of patrick quinn who is an attorney and ontario as our as well there is our understanding that he released these funds knowing that the conditions precedent to the escrow agreement to have effect had not been satisfied amen other necessary requirements for the escrow agreement to have effect had in fact been satisfied and the excerpts of the record on page forty seven there is the escrow agree eamonn it provides that for the escrow agreement to have perfect river card is to deposit one million dollars into the escrow account trust account i should say that was being maintained by patrick way that was not done eight hundred couldn't he check statue of limitation is why wasn't that enough right there the stat that the contract says ontario law that says it it's bar by this national mutation why isn't that enough to put the other side on notice that provides that time given for discovery on this issue that this was a surprise that it wasn't reasoned there was no request for additional time after notice was given i take it i don't believe no less statement of what could have been found had there been a dish no time or anything of that nature fifty sixty instead of a million but is there something in the contract that says this contract doesn't come into effect until the million is in there or something along those lines yes i believe what is it in plain language of the escrow agreement under conditions one point one t it says there has to be eighty one million dollars positive and that no funds would ever be distributed disperse i should say unless there is these conditions precedent that are satisfied those have mean there is no contract that means th contract that was in existence there is the there is the formation of a contract just this one but we don't believe that those conditions precedent worst ever satisfy whereby there ever could have been a distribution we believe that we have garden variety straight up transaction with river card and a part of the transaction set up an escrow agreement yesterday provided that scott african was not assuming any duties with respect to any other party and that he disclosed that he represented post oak what's your answer to coun that the contract sort of never came into existence because conditions precede and prevented it from doing so or that the parties performed the contract so the contrary saying it never even came into existence but actually it did because  the parties recognize it when they performed it so when mr foreman issued his email authorization to release the escrow funds he was performing the contract and even that was back to the the original question about what the what the agreement provides is the agreement contemplate that the escrow is going to be set up but the formation agreement happens when it's signed by the parties after that certain events go through so when it was formed that's when the of ontario choice a law provision was established and that's what's important to the summary judgment analysis what do you think about the nevada statute that are we think that in nevada recognizes that the parties are free to enter into contracts and as long as there's not some kind of fraud or scam going on to avoid application of nevada law that their freedom to into a contract that provides for ontario want to rush to control the transaction and so i think that based on that we have to look at the agreement and refer back to one to rule and in two thousand and two the terril parliament approved a stash limitation  this analysis is if we go back to february twenty fourth two thousand and eleven an attorney says corey farley sent a letter to mr patrick quinn and to the patrick and law corporation and that first asserted the claims that's when they were absolutely on notice claims and he said you're responsible for fraud breach of contract i'm just in richmond etc he demanded more than a million dollars from mr patrick and that it be paid by no later than march fourth two thousand and eleven so the first lawsuit was filed june twenty nin two thousand and twelve that was dismissed there was no appeal there was no attempt to amend the complaint and all of those theories were fraud based theories in essence a violation of securities laws the second lawsuit that was filed november fifteenth two thousand and thirteen and that's important misrepresentation biosecurity was an unjust enrichment and those are all claims that arise out of the actual transaction of the not these fraud based violation of statute claims and so patrick an initially moved for summary judgment i'm sorry for dismissal in summ judgment on january third two thousand and fourteen as a first response and on june eighteenth two thousand and fourteen that motion was denied in part and granted in part on july second which is timely with the court rules patrick  important i think the point out is that if you look at the advisory committee and i think the focus of their of their argument is on rule forty four point one and if you look at the advisory committee notes from one thousand nine hundred sixty six they point out that rule eight doesn't apply there is no specific time requirement for you have to a circus and a first response of putting it's not in will twelve b it doesn't say that it's included these defenses that can be waived it just the interpretation the court or the case want to protections it just has to be a reasonable notice we've cited to the hidden brooks case and they approved of notice of for a long motion for summary judgment and the other cases just indicate it has to be before trial and before the final pretrial which makes sense you don't want people to stop a trial and say aha i've got a foreign statute that  applies it's also important to point out that regard to virtually no discovery on this and from a defense and and when i had a point of cases typically we send out in rocketry say ok what's that some of patients applies for we send out a request permission please admit that it doesn't apply and you have to give as a part of your response a factual basis for your statue imitations defense there was nothing like that there was no challenge to affirmative defense of the twenty they could have filed a motion to dismiss it and argue that there was no basis for it that never  happened the agreement i think it's important to point out was negotiated with attorney and it indicated until i was going to apply the the reference to the ontario choice law provision was included in our very first motion filed in the original case which is  the other jurisdictions statue limitations will apply except in favor of nevada citizens say something to that effect which one could read to say that there is a break given to nevada citizens for a cause of action that would be i think that the proper interpretation with that statute you have to go back and look at the conflict of law strike provisions and about a follows the the restatement on that and in essence if there's not an attempted to somehow scam somebody then you have to that by the parties and the agreement here was negotiated by attorneys it signed by sophisticated business people and in essence what it says is that we're going to apply ontario all and i think the choice of the law over rules of borrowing statute or overrides brought into effect my responsibilities as a lawyer in ontario handling trust funds relating to a transaction my responsibilities would be to deliver the closing documents his closing documents were never  card at these closing documents were drafted were created that there were these very important licensing agreements and contracts and been created and he misrepresented to river card that this had been done thank you thank you sir