because these are loans that are issue here the loan of the issues here was made to fund the bankruptcy process this fifty thousand dollars loan that was used all the proceeds of that loan were used to fund the process when making the loan  and that is really what the it down to was existing for was to hold this one asset the membership interest and as a matter of law when those assets when they elected to dissolve they were transferred automatically and they evacuated that's already transferred automatically  i think the answer to that is that the practical effect of what happened is that when the assets were transferred the debtors husband downs wrote last season i said effectively transfer these assets to the individuals been transferred and we need more paperwork and you have to comply with other requirements before anything's going to happen well but you look at from nouriel perspective when they made the traveler they made the loan they had they had the information was available for them which was to be read noise perspective doesn't control one transfer occurred no it did it does it but what i'm trying to say is that when the transfer was made to for all practical purposes the assets were transferred because the there are that's a fairly circular bit because unfortunately there is no transfer in in the common parlance i mean you're asking us you see and it's accepted ins notice to the world here you're saying there was a letter we begin dissolution and that necessarily affected the transfer is your argument by operation of long correct yes but i think it's also we should look at what happened when this whole issue was it was really his race that only was raised i mean there was nothing going on with down's inc from two thousand and twelve through two thousand and eighteen this issue only became a race when the claim was  resented and then the efforts were made by the trustee and they take it take it from a different perspective look at you know when you file bankruptcy and five hundred and forty four gets invoked and we look at the aspects of rd party stranger to do all of this how does anyone know that that was transferred well these are intangible assets i mean the membership interest they're not they're not public record so i don't know the question is somewhat usually you or you can go to it and you could go to the l l c itself and see and lease metropolitan saying we'll give you distributions but if the fact is that the deficients were made so i mean if you go to there and the metropolitan saying that the dish or beaches are being made these individual shareholders which they can only do or should have only done it if you were doing to you but couldn't they also have gone to the secretary of state to see if the final certificate of dissolution have been filed in the word additional things that they could do could have done to protect  themselves that would have shown them that at least there was a question there let's assume that you know what you would nor you could have done yes well nor i would go to the secretary say website it would have listed downs as at the time this loan is made as an inactive or suspended over a year process to try to reactivate the corporation so that could be active and then sold are really good people again the legal fees the state in being organized and the husband he's wins but in terms of the state that's not what should happen and that pretty simply that transfer could have been done if it was if it's deemed that it was wasn't done correctly by operational law it could have been corrected when the whole if he was granted an objection to the attorney's fees down the road i mean if what you're saying is look the net result of what you did was in the state favorable because had even if even if the money had gone to  court ruling was that the u s secretary of state website lists as being active it was only active because of the actions of the trustee to revive the corporation if we would have not had those actions that that finding which is a key finding other decision would never been made it's kind of an artificial creation through their knack nations they created this finding that you could make the find that the normal didn't have security interest ok the court's aware is the order regarding the plane the sale order different right so so we have to look at litmus and we have to understand what would happen here obviously i don't think the court should or don't want the to reverse the court's ruling but that for sake of argument of course of the court did i don't believe that there would be any ability for this to court to grant effective relief at this point you know their argument i mean i feel like that's not to tell tell you who to give the money to you've sold it there's a pot of money can i direct distribution or can i send say i'm going to my trial court can't we collectively say she was right send the judge of the big court but that's the talk before the court yeah i suppose so i won't i won't i won't go there i got to argue that any place in your documents because i don't remember seeing that if there's we argue the concept in this but not that specific i didn't your honor or  and although that the cell order was presented in terms of the excerpts some of the other related ones were not so i can i don't want i want to be you know clear about what is and the record and for that matter even if the court did it i would still be left for a matter for another june occasion about what the impact of that was and i understand that his walk with respect for them turning to the merits certainly you know as a policy about i mean that's a good overview you know if if if say if a borrower said you know here is here is my intent to get a return vance from bank of america you can go ahead and loan a subsequent lender would typically say ok let's see that the reconvince got recorded before we actually make the loan here at best there was an intent to have a good solution but there was never in fact a dissolution in fact the k ones that were filed there were it's a legal question of whether their argument is this transfer by operation of law and so if it did it really doesn't matter whether they are awfully lucky that that they were you know or one i think that they argue that that when you have your argument circular i mean heard it verbal e a fuckin go i try to write it down i think he said you know when there was your honour's i think he said something like when there's a dissolution then it gets transferred without begs the question of whether it is of solution and a stock is no different than a pencil or a desk or a house or a commercial building there really does need to be some sort of legal transfer expect them to say look here on our on our notes you know so and so they own it now and not one thousand and twenty that that may very well have been at a minimum what may have been required but but then down thin pending for it to be automatic they were intending it to have additional steps which they admit were actually never taken so to me that that that that underscores even further the fact that there was not in fact a dissolutions with the method at the doll sea level there was a transfer at the at the desk and actually even at the downs level there was never there was never a transfer either and so so i think that  of dissolution was filed he's until it's revoked he's not supposed to be doing anything but moving forward dissolution but he persisted i mean he was he was doing all kinds of things  there's an agreement at the corporate level that we will dissolve yeah it's never been revoked yes so after that timothy who wasn't the c e o let's just put that out there right by understanding is that he was a problem and actually i think that it is what i start to say i think it's a distinction actually between suspension and dissolution so in the end i think i'm being responsive so i hope that the way you ask the question your honor i feel like you are asking rid of the suspension of the company which has nothing to do with the dissolution in fact i think i think that even if you were going to dissolve it i'm not saying that he did or that andrea did but even if you were going to those all that i think you would have had to get it unsuspended st anyway so the fact that timothy downes took the actions to get it unsuspended i don't think was inconsistent with anything although i'm although yes yes he and andrea presumably should have done what they said that they were going to do but andrea actually you know was in a position who you know made the representation of but again i'm sorry i'm getting off on the on the other points instead of just the fact the law of whether or not there was an fact a transfer or not and so so i don't but i do think it's an important distinction between the suspension and the dissolution and a your creditors actually and then file returns and actually i think a lot of entities don't do it correctly which may point out the issue but the ties it on a conceptual basis here because it just further underscores the fact that i don't see any dissolution at all and again the crux of the matter is based upon the one thousand and twenty did and what happened there is it was simply nothing that andrea had to encumber as a matter of downs is that fatal to your position i was just three reasons she does this one of which is he is told or something so but he wasn't the c e o so i think it was the answer is no it's not fatal i think was confusing because my recollection is that initially he introduced a duck aeration in which he said that he was and and he was not and i pointed that out to the court  having personally been involved but i proved and i clarified to him that he had not and this is before corporate america i haven't looked at it and corrected it so i entered i could understand why that the court could have been confused but the fact that the credibility of that party in connection with her factual adjudication but but i don't think goes to the substance and i think the fact that she made her a  i don't know that you don't think it's fatal you think it's one factor what do you think is the strongest factor in the record not necessarily in her findings in favor of your position the company wasn't dissolved and the fact that the resolution itself expressly contemplated that there would be additional steps which they eg knowledge were never taken they then try to argue that were dissolved and in their brain they're thinking ok we're so so resolved it's resolved that the company is being dissolved immediately that to be a resolution a company and their brains are thinking ok now tomorrow we're going to go do  but then maybe they maybe then they try to argue the facts of dissolution of the cases we cited say that they didn't meet the standards for the fact of dissolution but maybe they could have argued but in fact the resolution doesn't say that and the fact that that resolution has those additional st transfer and the and the exhibition transfer to of of the ossets and neither of those were present both andrea in tim downes subsequent years subsequent were making statements representations e mails and all before the court and before this court showing that they were still doing things with the entity so the case under the facts of dissolution doesn't even work even if the resolution was it is here by resolved that this is dissolved you i think it's important to look at your team down to saxon's here and whether he was authorized to do that because tim's down the actions the only thing he was entitled to do was after the dissolution was resolution was adopted was to affect the the company he didn't do that he went out of his way to basically lie about is his ability his standing its title his authority to act for a down thing after this issue was raised and went about reviving the corporation which you know authority to ones that voted for the election the shareholder still existing the shareholders are ten down and down the two people they were actively involved in this case lobbied so they could have taken the steps to elect to revoke the resolution and then activate the corporation that didn't happen what happened was basically i'll call a scheme to try to deprive norio of its of its secured credit status to the not for the benefit the state but the benefit of tim downs and the trustee and the trouble of the trustees council because they're the on wasn't anything to wind up it was just that they held the assets they didn't do anything after that except take in checks which were of the distribution jacks in the cane ones that were issued they you know those those are received by the entity th for it that's the whole question is were they going to them or were they going to them as proxy for down sink right and you're saying to be clear you're saying this is an operational law as soon as they took the step to dissolve all of this of what it means to dissolve and you're saying that there's no other because that has brought implications for every other situation where the dissolution i mean if it is incumbent if there are other creditors out there there if there is activity that needs to be seized that doesn't matter that in your hype and your situation because they are dissolve this is a matter of law upon initiation of the process well i think in this case they are in that because then it can't be a question lucian but the case law says that when the dish lucian happens that by operation of law but again i don't mean to to monopolize but but that then suggests that it is a question of fact as to what did they intend based upon the context and those are two very different views or positions but you were you were staking a position out there that happened as a matter of law given this fact which council saying was a beginning of the process you're saying no it was complete upon the beginning of the process and yes saying in the process