philip cara focuses assets described as his i am membership was transformed and converted it was transformed from a participation interest mercantile exchange explaining and describing the transaction every prospectus every legal document that was given to see in the members shareholders publicly filed documents privately generated documents explained that there is no question that at the time of the divorce the asset known as an i am a membership was close when the contract was fine by the parties waves of things intil of future right this event occurred subsequent to now you make a statement th interest transfers that route does not the subsequent and the common non marital and therefore the equity interest does not transfer though they waived everything except the document was given to him and what was given to her what was given to him was it as a life or state unless he sold it ok no it's not a life estate because it transfers to his kids no no no he could not sell his for convey his trading rights apart from his equity he could leases trading rights but he couldn't sell so what happened was the c m e in its wisdom as set forth and all the documents decided you know we're sitting on a gold mine here there's a business there's huge wealth here it's on tails that exists independently of the right to trade we have a business we can that we can make be a prop a for profit business we don't have to just be a business that exists for the traders to buy and sell their commodities on their own we can be a huge business and we need and we should do that in order to survive what they do they decide there's a market to sell off pieces of their business and how do they do it well they could have done of a number of ways but they decided to become the first exchange in the country to do what they called the neutralized they went from being this private entity and that the plan was to become a public entity so they  approved in june of two thousand and beef the first stage of the dea mutualization was completed in november of two thousand and three steps happened in that period of time all after the divorce ok so after the divorce phillips membership interest that aspect was exchanged converted replaced by a comparable atory was converted into a one share of stock of i and class stock he now long now have a share of stock the membership was going to gold membership was one replaced by one share of stock in a new entity subsequently they had cooperation delabar recapitalized and his one share of stock was exchanged for and replaced by approximately eleven thousand word because it gives the class a stack and then the one share of class b stack the question that we have looking at the intent of trying to look at the intent of the parties is since this happened that long after  any reason that we should think that this was the subject of discussion the upcoming i p o and other words they both fully understood this was going to happen in whatever form they were both well informed since they were both in the market so first question is why did she agree to this contract when it should have had a conditional clause in it and i understand she didn't write it but it is a contract in your bomb by its terms one and two when i keep saying is the equity interest doesn't transfer which are disagreeing with me but the other third thing is she mind her for entering into a closed door contract that does not give any clear options i understand that your back dooring in trying to backdoor and basically that's what you're doing because you're saying there's a condition somewhere in there but in reality that's a closed door contract in it doesn't have any doors in your creating a bundle in his say the bundle shelves but i'm saying i don't see it because the question is let's break it down and oh yes your other question about well about their discussions but let's let me address this question first because you're past couple of questions so what was it they had existed at the time of the that even after all is said and done right the one class b and the membership are still lehr so in reality she hasn't lost anything she just hasn't gained any yes she only lost about two million the judgment ok the seat was worth a million dollars and then afterwards they broke it up into a to pick into pieces like they did and he sold off half of it for five hundred thousand dollars and isn't the answer because there was no there was no no way to know what anything would be worth and there was no way to peg it to what was worth best why they used the percentage nobody guaranteed that anybody would make split now if you look at and this is why when i was about to say is they had the c m e and all of its documentation says the same thing basically over and over and over going to various ways but in a c m e holdings memorandum which explains the whole transaction that house the structure for tax purposes and for all other purposes and this is yet and that's one thirty five it was to all six would it make a difference what's a label what if they change the name of his membership to world world money markets instead of i am happy with that make a difference this case isn't about labels it's about an asset my client was given a vested right to fifty percent of the proceeds from the sale passed that the asset was broken into pieces we can't disagree with that it was broken into pieces  and actually just basically in answering your question i'll show you how it actually supports my position when you come into the marriage if you have something from before the marriage it's not america if you where something during the marriage is presumed to be marital less you acquire exchange for property and before the marriage fulcher for this came into the marriage with this asset if it was just one barrel property he didn't have to give her a piece of anything he didn't have to agree that if he died she got it he didn't have to agree that if he sold it she would get half the proceeds he agreed to deviate from the stance that he agreed to give her a right when you call it marital non marital he agreed to give her a piece of the action that you otherwise would have been titled to based on of the net proceeds alone be whole after the divorce it's resolved and it's resolved and you know what he does he says i've got a lot of money here look at all this would be here i can make more money than just leasing it out people want to build all kinds of things are going to happen so i'm going to sell off ninety percent of it as sell it for you know twenty million dollars and she goes back and says hey i want my half of that twenty million this is what you don't get your hair why of people while to figure out but it took a while to figure out so they have this huge welfare up in the business but they can't get it out all the can they can do is buy and sell what they call the seat they said here's what we're going to go we're going to take this staff a stop to ok because the first the wasn't could it wasn't publicly saleable there was a step in the process before the stock was made available to be sold to the public where all they did was the a fifty percent interest in each of the pieces so family care photos was a title though fit fifty percent of one hundred percent what how does a fifty percent disappear just because the hundred percent is transformed from one type of ownership evidence into a different type of order for better we go back to the initial issue in question there was a clearly written pantry that favor and explain as succinctly as you could while you believe that it would be arbitrary for the court to find that the sale did not occur while i think it's against my client the court a law and this court would have to conclude that what a soul did not represent the membership that my client had a fifty percent make sure that the agreement says that if my interest that you get fifty percent of is converted into stack bed you don't get stacked well he didn't do that and the agreement doesn't say th my membership but i still have from the membership he had that and it and understand that the membership he has now is not the membership he has that he doesn't still have it still called six zero two he still gets the trade the argument that there is an interest and in him you can clarify her life for me the transfer and advice that in each share i'm sorry on that there was a sale hinges on non marital so you're saying he brought this in she has no rights to it whatever he gives our son was only divorced in a divorce she's entitled to nothing against one step further if the if the actual c doubles in value for some reason in contrast to his harrigan about the farm and increases doubles she's entitled to nothing at all period unless it was less than seventy two months or unless he dies or decides to give it or  membership numbers euro area is like let's say two months from now he decides to sell the item membership she's entitled to half the proceeds from that sale and based upon what we put the work of the record half the proceeds from the sale of the i m f membership talking about and has set that was sold in pieces that completely depleted but in s f it was sold in pieces that the agreement would appear to express the intent of the parties that if you're going to sell i say even if even if the war that's just the nature of facts over time here if the pennies have truly thought this there might be stack and stack would be off the table i would think that would be in here but they didn't they didn't anticipate the specific vehicle here but they didn't the always easy for me but i'll try and i make my jump around please forgive me but i want to cover briefly the main points that i think council made and i think there are first of all counsel argues that pamela is trying to enforce an agreement that doesn't exist when the fact is philip is triflin force an agreement that doesn't exist phil contends that the agreement are only if the sole member ship number six zero two what pamela get one nickel from the sale while i challenge anybody this to find where the agreement says that and in fa pamela where she said i agree that stock is not part of the agreement the answer i don't know and then he volunteers because we don't know if there would be stock so the reason philip says proceeds of stock the membership was converted into stock he testified in his deposition that he didn't know the neutralization was going ahead in fact he said he was against it he wasn't going to vote for it wasn't a foregone conclusion that there would be st and heat in the case of his deposition that he didn't really understand that the membership might be converted into stock you seem to think that still thinks that the stock was just going to be given to him as a as  raechel his counsel still arguing that i don't know where the cops showed me a piece of paper in this entire record it doesn't exist that says that the stock you received was a pivot that the stock you see was proceeds like rental it wasn't the legal documentation of the c m a said that the stock was received in exchange for the old membership now interestingly let's talk a little bit more about the six o two philip says it page ninety eight of his deposition appendix two fifty three after he realized that he screwed up when he's when he testified about not having a conversation with pamela bach the stock and that he had no bought stock he says this is the reason that the stock wasn't on a table he says it became clear to him beth and wesson going to be part of the agreement because the agreement was going to say i'm quoting number six spoke to chicago mercantile exchange international monetary membership he says as deficit action the agreement was going to say six o two so it just it was going to be about whether or not you sold six o two but that i asked them you know we don't dispute his counsel says that he still holds this number of number six zero two but they're actually not with this case about the case is not about what he has retained the case is about what he has so and i i just want to close with we're right sort of where i began and where i think i was in the middle and where i think i am at the end because they have really what the case  about and i can quote from c m e the memorandum at my appendix one thirty three quote participation in old c m e was represented by membership interests quote the girl membership interests it included both equity interests and not nine equity membership rights in the  members of old c m e exchanged their old membership interests for a class a and class b stammen common stock of the new delaware corporation new c and e ok yes that's what happened the old membership interest was strange or stack and the new members of interest he sold the stock it's the beginning of the case is the entry case the only person here who has received a windfall