acknowledges that it vance payment retainers or allowable under illinois law however the darling's decision is clear that this is a unique type of contract and lays out nine specific elements that must believe that's the case because in telling each the the story supreme court laid out and it says it must have for each of the nine no limits it's it is processed with moscow it does not say may have these nine elements it does not say surely but it does not say these are the nine elements that should be considered it says for each each element says must be included in in advance payment retainer to be valid however here do we can see they use the term advance payment retainer but your honor if you had to do was called in advance payment retainer then dolling could have said that downing did dalin said that that's one of the all you have to code in advance payment retainer but there are eight others in your honor if all you have to do is say this is an advance payment retainer the other eight elements that they say you must have are supposed phyllis and you thrown out the window as any other court interest the specific they specifically say this is prospect of so this is going forward so they weren't applying that soley to the piper rudnick agreement in dallas but in addition there are other there are other reasons on why this agreement between the cuts arose from whom it should be invalidated underbelly in addition to that to the not having the nine elements and i'm happy to address all those which i believe their fear which they're missing which is they don't on if they do an advance payment retainer dallying says that however it also says if that's the case you have to explain that the law firm has to give reasons why they don't do that they also are supposed to give  but your honor for you to say that you were in judge harris have both said you know that mr bloom learned this type of retainer to get to that point you have to read his affidavit his affidavit should not be it is the client's decision alone it's not up to the law for it's not up the cuts or rule is to say this is our decision they're allowed to say that we that they need to say fallin says that if the option to do in advance retainer now i agree dalin allows the culture rules for him to say we want represent you except on advance payment retainer but then they have to explain the reasons for that they don't do that and with regards to this argument about honor in which the illinois supreme court mentions is that by doing in advance payment retainer you're putting the funds of the client at risk to the all fronts creditors and dolling specifically says it vance payment retainer should be used sparingly not not all the time not for all criminal cases or judgment creditor's now i'm not i'm not going to secure your honor and tell you that mr bloom wasn't a possible candidate for an advance payment retainer if the argument is that they did not the twenty five thousand before hand and applied it to fees and expenses that they had already incurred which under dolling that's the definition of a security retainer so not only did they try to do they violate their own terms of the agreement but but then they go only treated as a security retainer they can't have it both ways and if they're treated as a security retainer than it ought to be treated as a security retainer we ought to be able to attach those fines they can't have their cake and eat it too here director he must ensure no are really directory unless there is a specific punishment or a specific sanction or specific result required by the rule and these rules in mortality requires any specific result that your honor with a we're going to another one of the elements they don't they don't play out is telling says why the special purpose for having in advance retainer now again there i know they're going to argue well we refer to here is as we discussed but as we discuss he could raise as aryans but you being a third party person you can't bring as you're not supposed to be prevented what in seattle i don't think so your honor they still have to they can't they can't just pick and choose the elements they want they wan comply with otherwise delhi is going to be turned on its head and you can end up having advanced payment retainer in which the lawyers write right to the right to a client and say we're entering into a advance payment retainer as we discussed there are you know the reasons for doing this sign here i don't think doubt that wouldn't i don't think that would pass muster under dolly but they want to say well it's just intent and all you have to say is an intent to enter into advance retainer then you end up with with the agreements advance payment retainers in which clients are handed a letter that says you know sign here and it says we really really really really intend to enter into an advance payment retainer and that's going to satisfy down i don't think i don't think that's what's expected and as i said dally makes it clear that this is a unique type of contract this isn't run of the mill it should be used sparingly and it has specific elements that must be in there in addition your honor as i pointed out there are contradictions in mr bloom's affidavit and the fee contract and i'd like to point out just a few of them their particular mr bloom states that at paragraph three of but it goes to show the inconsistency is in the credibility here because he says he was alicia we provided with this and he goes on to say that no no it was his idea and he wanted an advance payment retainer but when you look your honor when you look at their fee agreement they claim that they're going to that they say has determined your interests are best best served and we require such a pain to contradict that mr bruce says initially i was given a security retainer so cuts rules was willing to do it that way but oh well gee i talked to my dad and i've decided i want this advanced payment retainer but culture rule says we require it's inconsistent because judge willie in the lower court and mr campbell in the cotswolds from argue that the intent of the agreement they brought in the affidavit and they argued at length to the lower court that judge white should read affidavit of mr bloom to see the intent of the agreement so they were going beyond the four corners i think if they're straight with themselves they realize they don't have all the elements of of down in this letter two was an advance payment retainer in the interests of the client eric bloom and there is i think no doubt no question that the intent of the parties to this contract was to form an advance payment retainer agreement i would suggest that this court need only take three minutes to read the agreement and can see from the four corners of that document that the intent of the parties is clear it is also clear based on the circumstances of this case that it is in the interest it was in the interest of their bloom to have an advance payment retained the law that we have cited is is absolutely clear it's black letter law it's been around forever and it was the cornerstone of the dahlan decision that is that in contract interpretation the intent of the party is the intent of the parties to the contract governs and so we were criticized for having cited case law that spanned over one hundred years for that proposition but this court can look at all those cases but it can also look just a down because what doweling says is quote when construe in a contract the court's primary objective is to give  to the intent of the parties as revealed by the language they used in their agreement that's from dalla del and also says a contract should be given a fair and reasonable construction based upon all of its provisions wet as a whole it has to be clear that you are entering into an advance payment retainer agreement so dalliance says look you ought to have been there a number of things that make clear to the client what kind of retainer this is what other possibilities there are for the retainer that did there be a form agreement and it would say you have to use this agreement and this precise language what dallying says is make sure that everyone understands what this agreement is and what it means and how the funds are going to be handled and so we do that in the agreement that i think if you have a situation where all it said was this is an advance payment retainer ok sign probably not enough that's not the case here i mean let's take a look at what we have in here down one says you got to use the term advance payment retainer that's used it's used by over six times in this agree dallying says that the agreement has to be set forth in writing of course it is set forth in writing down and says you have to notify the client as your attorneys in exchange for our commitment to provide legal services to you ownership of this sum passes to our firm immediately upon receipt of your advance payment retainer and therefore the funds will not be held in a client trust account although they did concede one through four and  the subset find of the rule how is it that you meant a requirement that the client is the the written agreement has to show that the client has the option to employ a security retainer provided however if it if the lawyers and willing to you require an advance payment retainer you can tell that to the client you can put that in writing and so what do we do i would suggest that if you are requiring an advance payment retainer you don't have to explain to the client what a security retainer is you don't have to amount which remains the client's property but that must be held in trust by your attorney until it is applied towards fees so did we tell him about the option of a security retainer absolutely and then we go on to say as we discussed counsel is time striker has determined that your interest in this matter and the nature of our practice are best served by the advance payment retainer and so we require such payment in this in gauging we satisfied those requirements in writing in paragraph three of that agreement there there's the language just is plain on its face and so what is the complaint here the complaint and really the only complaint is we didn't go into enough detail to satisfy the hannah fan law firm of the specific particular facts mr bloom's case you know retainer agreement we certainly say as we discussed we certainly talk about the fact that there is a criminal investigation there is an ongoing grand jury investigation we certainly talk about the fact that there are two federal regulatory cases going on we talked about that it's in the first paragraph of this retainer agreement and then we say as we discussed what can a fan says as well it's not enough detail not enough detail for that down doesn't say you have to put in all the particulars of why you're you're entering into an advance payment retainer agreement it says you have to say it we said we sent the reasons why and i have to tell you the kinds of cases that our firm handles on a regular basis oftentimes involve very sensitive very confidential information and we have been subject to grand jury subpoena seeking retainer agreements or or billing statements and so you have to be careful about what kind of confidential information you put into those things so did we put in enough to satisfy their problem given that we satisfied all the seven or eight requirements depending on how you look at it did we put the nothin to say here's the reasons why when we referenced the grand jury investigation we referenced the regulatory investigations and when we referenced the fact that we have discussed this issue with the client when we put  agreement before him and he has the option to sign it or not when we tell him that there is an option for security retainer when we tell him that we're going to require an advance payment retainer when we tell him how the funds are going to be handled that ownership passes to us when we use that term one reading this agreement could say that the intent of the parties was anything other than to enter into an advance payment retainer agreement have to never argue that they never write them and i don't think they could get up there with a straight face and say read this agreement and actually they didn't intend to have an advance payment retainer agreement and when we get back to the fundamental point here the fundamental point is this is a contract you have to give effect to the intent of the parties and you cannot read an agreement to be exactly the opposite of what it is clear the parties intend the law is clear on that we cited any number of cases in our grief that say precisely that the lower court found that the intent of the parties was clear the lower court found that the intent of the parties should be given a fact that is what the law demands that is what dowling demands and that is what this torture order in this from once to use an advance payment retainer to ensure that their get money upfront and that's not going to be seized by a legitimate judgment creditor like us or the government because the guy is a deadbeat no crook right now and in the end the client wants to try to protect it because whether the one of the requirements is to say what the special purpose is in the advantages they did you know mr campbell says all these these confidential high you know  secret conversations well they submitted a three page affidavit from mr bloom in the lower court so apparently they weren't that concerned about these conversations they allegedly had with them when they're trying to keep us from getting the twenty five grand that are then they're ok with and singing like a canary they submit that in an affidavit so this idea about secret confidential conversations i think is a bunch of a bunch of baloney but they want to be able to try to protect this money all they had to do your honor they could have written into this agreement very simple to say that the special purpose is to protect money from judgment credit potential judgment creditors they're the government for forfeiture it's plain and simple they could have said that we feel pain they could they can see the special purpose is to protect your assets and to ensure that you were able to have retained counsel going forward because the the funds could otherwise be subject to a judgment creditor  to shield this morning which is exactly what they're trying to do don't they have the right to do that then they then they need to do that yes but they need to comply with the nine elements required in talent they can't pick and choose and your honor mr  submitted talks about government forfeiture so again they can't have it both ways and say this isn't something we want out in the public and then they draft an affidavit form to submit when it comes when it when they decide it suits their needs and with regards to the intent to issue in tallinn that they quote mr campbell doesn't point out that that is when the court says in section three we now turn to the question of whether the hundred thousand dollar retained retainer paid the piper they're turning their attention to the contracted issue in the dallin case in which they said they're not going to apply the nine elements because it be unfair so what did they have to do they had to go back to the old way to look at it that's when they cite on page two ninety five into ninety six they say they're turning their attention then they quote about looking that at the primary intent primary objective being an intent but as i said in order to use this as a shield to protect this twenty five thousand dollars rules from should be held to the standard established by dallying and comply with they shouldn't be able to pick and choose otherwise you've got a slippery slope and i believe dolling lays out the nine required elements almost your honor so many