them are plaintiffs in five of them are my clients these i want to begin my discussion regarding how these proceedings began we've again well actually w eight of the plane's right and see that more than half of our first indicated to the end trustee at that time that they would like to be bought out by the partnership for various personal reasons that would be on all of us and twenty then money thirteen we have some discussion amongst the partners  that why didn't we just buy them out at that point whenever we went to the document i controls the situation the walk ins enterprises and we entrust our partnership agreement asking that this document be at flying to these proceedings if you look at paragraph two point zero seven i'm looking at the partnership agreement in one for you'll see that business is defined in quotation marks capital b business means farming and related activities then you go right now i'm just and now we have a total circumvention of what it done to get rid of their shares and it's never happened they never offered their shares or they never  offered their shares the other partners in accordance with these provisions however determination if you want to terminate the partnership in section my point i want and it states that the partnership or effect in this agreement shall t of the bankruptcy receivership just solution have the partnership or the written agreement of all shareholders yes i represent the line you only five but if you want to terminate the partners necessary because there are so many of them there are twenty sets and we're just going to have twenty six and then the next generation after forty something and so on and so forth that's not true and section  separate age there is a provision that says the trusts under the sink rematch will terminate not later than twenty one years after the death of the last survivor of the ship holders and the shareholders descendants living on the  provision that when that happened it would terminate the event and also eric that's the case shows that emphasize the grand jurors to try to make this and europe and that's an interesting point to look at as well and that actually i'm through part of the litigation that actually came from that i mean those negotiations are part of the record on how what offers was made i mean there were offers made back again after twenty twelve through twenty thirteen up to twenty fourteen when finally it was just let's just sell the public option is the th hudson lease is a prime example that not only is the farm still least not only is everybody still getting their paychecks not only is the farm still operating in creating income as it always has we've expanded our business them if that was the argument george i would say that there was more in line with the factors that fall under section eight zero one but that's not the argument there's not a shred of evidence in the record that this motion for summary judgment was ranted on that says that this business is not producing enough there's nothing that says it is operating at a loss there's nothing that says that we're going to lose our farm or the farms this whole farm and we're not going to have any more income there's nothing that shades of the client that argument that you just made is valid but that's not the argument is that what it was it was ok it well i mean that you i understand that it's that's the that is not oh the partnership agreement offers an appraisal process that is supposed to be followed nobody strictly adhered to those provisions and so yes when everybody was just kind saying well this is what i think is fair is what i think is very narrow i think we can get more public auction things altered by it's the pervasion that sets the share price and that section seven as far as how you arrive at what that offer should should be actually talks about selecting a appraiser and if you can't agree on appraiser then you like competing different appraisals none of that was right i believe that the as specially the last of the most recent offer that was made was the appraisal price i believe back in the last letter i think provisions that are spelled out in the details of this and that they're not all people want to leave a partnership that we're going to have a lot of litigation when people just don't like each other and they get to the court and say well i don't like what he's telling you just a side partnership should not come to force us we should not let people rest when they invest in their business and they say this is how things would you would protect this land from somebody buying a lawsuit if the if the provisions of been followed and then you try to sell it after you know after if you operate within the partnership and  years so i think you know i i do think it goes back to you still and you know the fear of the lawsuit and how it effects the market value of the business assets means little and things and you know i think it's a separate  the partnership in cases specified in section it one five so if we have a circumstance that falls into eight zero one five it is absolutely not subject to anything in the partnership for  first second i want to focus on the part of the agreement i think it's important and i agree with counts on that right section seven of the partnership agreement is not a  provision it is not a provision where one of the partners can go to the partnership and offer up their shares to be bought out that's not what it's set section seven addresses the circumstance where we partner wants to sell their shares to a group party to a non family member who received an offer offer as a capital of the offer they've received an offer to purchase their shares by an third party not the only member before  sale can go through the partner needs to offer the shares of the partnership if the partnership doesn't figure it's right of first refusal then matter that we need to offer the shares to the rest of the partners if those partners don't purchase it's one of which is the name address and telephone number of the proposed transfer read it presumes that there is a transfer read who has made an offer to buy the shares and that can be fact that this is only is relevant if the circumstances in eight zero one five this provision cannot vary the requirement to wind up a partnership not in any dispute and i think that you heard a number of them from council there was no mistaking me per purpose in the partnership agreement the purpose is not to hold this particular piece of property for all its time for the great grandchildren it could have provided that made too many family limited partnerships provide that if the purpose of the partnership is the hold property for the grandchildren great grandchildren the trustee in fact is specifically given the authority to sell property under certain so nothing prevents the sale of any piece of property under this agreement twenty one of the twenty six partners so eighty three percent of the shareholders but we did seal it public option is the ad claimed a one hundred percent vote of the all the partners is required to sell the real estate now relationships among the partners as you saw have deteriorated to the point of no return in this case there's chatting with matches nobody wants to talk to each other i can't imagine christmas dinner this is a family it's to me great at this point but here at this point and then goodness the legislature thousand and twelve when the parties were still trying to work something out very wildly i think the highest was forty percent read the list and recalling the numbers off the top of my head was anywhere from two million to three million dollars for one piece of property and these are the appraisals taken roughly contemporaneously in the first one here so clearly as we all know appraisal has missed equal parts art and science and that the best way and the only way at this point to fruitfully and finally determined with a fair market value there are other equitable reasons to dissolve the partnership at this point including the diffusion of sheers we're already twenty six partners the practice in the family has been that parent will pass the shares on to the children we could be looking at fifty two partners in the blink of an eye and the other point that is made is that the geography of the dispute is the fact that the value of farmland yes decreasing when this suit was filed were at a peak when the parties were considering selling going on public auction we were at a peak and i think that's been proven out of the last couple of years you know being you heard our partners are being hurt by letting this go on and on  gaging conduct it makes it not reasonably practicable to carry on the business in partnership with them and the third is if it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership  t and that's where we stand from the partnership act perspective so any one of those three points is met and judicial dissolution is appropriate an economic purpose the davits from the clients and i think there are disputed is that the purpose of of the trust was to make as much value for the generations all owing as they  could twenty one out of the twenty six partners believe that the economic purpose of the partnership is best served through the sale of the property as soon as possible frankly the financing contras have argued that the partnership agreement and  consent of every last share every last part for all decision making of the ministerial acts and in fact that was the basis in part for a complaint they filed against twenty one of the partners shareholder is required for any decision making i didn't ministerial again because the value of the properties keep decreasing the prejudice the partnership and the partners is increasing as as  the defendants continue to object to the sale so we do believe that the first of the fun of the three points that are you know one five is that now the second point another cop harnessing games to conduct relating to the partnership business which makes it not responded regularly to correspondence regarding the partnership that's uncontested as to at least four of the five defendants two of the defendants chris and paul mellon have  have antagonize the rest of the partners to such an extent that they will all be in the same room together more so clearly we believe that that second or seeking basis is also presen to carry on business but whether it is not reasonably practicable you have to be able to have established if there's been an irreparable it to ration of relationship between the partners and that is recognising the case law is a valid basis for grow the partners don't live in illinois this is yet just another reason why it is not reasonably practicable to continue on we believe anyone and again it was clear that any one of those three bases will be sufficient to one appraiser subject to the trustee suggesting somebody else and receiving approval from the board i think this is the perfect example of a case where i judicial supervision is wanted and good cause has been shown so we believe that the trial court did properly enter summary judgment in this case and we would ask that the court affirm that stated here are rights to watch it and we don't have a lot of precedents in illinois to govern us on this issue and what the new statute says and whether they are one factors are but if you look at some of the other uniform act that illinois has adopted and they're much more drastic then what we have here also i remind you that this started back in two thousand and twelve everything was fine  mellon contacted the auctioneer's of global low please don't sell that property or there may be litigation that was because this isn't supposed to be going down this way i don't think that was a bad thing i think the auctioneer may appreciate that and where would we be now if the heads a lot of the of the f t that's our problem is well a lot of the affidavits contain hearsay they're not admissible evidence i didn't get to cross examine anybody about the value of this land one of the issues i'm a sneer decided is that the value of the farm land is falling and that impacts the economic purpose well i understand that in illinois you can admit evidence of a land owners opinion as to the value of their property but it's also a