we are now ready for argument in every i'm surgical against the united states the issues that came about in reviewing and getting ready for today's argument is clearly there is an issue of which law apply state common law are federal common law and before we even discuss i think the issue of state law versus common law i think we laid out in our supplemental authorities pursuant to the you know circuit rule thirty four and appeal of f r a p twenty a j what our position is and i think there are one case of the government relies on today's child we don't think that today's child is applicable in that today's child simply relies on types of cases that are not tax cases and i think that significant for my next comment because my next comment is i believe that the united states supreme court while not specifically discussing in context of wrongful levies and successor in interest authority for certain statements made by the t f t galveston corps for example courts have rejected the application of federal common law in texas case and similar contexts i think for that reason based on the that issue and you know again just so it's clear also there's another case that the that area has relied on and it's supplemental authorities which is the storage and office systems case in that case  district court case and we do believe that that case nonetheless even though we did rely on our supplemental of the already slatter on these other cases i just referenced we believe that the middle district tennessee court case gives  fish an authority to indeed say that ten state state common law should apply not federal common law so with that i would also like to say since we don't know how your honour's will rule i do want to spend just a couple of minutes talking about why the federal common law if it were applied even if it were applied to such like the today's child case apply that and find that the predecessor business or excuse me the up the the successor business was a successor to the predecessor business one of the things i do want to point out a nuance in the briefs filed by the government was that there is sort of a condition preceding and when dealing with a a success or an interest claim applying federal common law such as the court did in today's child there are two what i would call either prerequisites or condition preceding one is the notice of the claim that is noticed by area by the government and to the substantial continuity of the  business and that you know both people that would be both people meeting shareholders the way i read today's child that is mrs tights and mr tight exercise control of all businesses but more and more to the point  i know you read the briefs and therefore i did i don't want to discuss the facts in great context but here the government does say that the notice of the claim that first condition has been met however i do not believe that the record shows that and if when the court examines the record i believe that it will show that mrs tights was aware of the predecessor business my current surgical having financial difficulties was never aware of the claim either have never received notice number one of the claim either through some levy process or i'm leaning in that when i say that that's i mean before she acquired the interest in theory i'm surgical and number two the record fails to show where she for ever receive any constructive know it at all and the questions were asked at trial and she says again she was aware of the area of my current surgical financial difficulty but not their tax issues at all in fact i'm not sure that question was asked secondly the substantial continuity of the business underlying tone i believe between federal common law and state common laws the same and that is despite the fact that i believe federal common law is broader and its application meant to sort of engulf which we want to make sure are protected but in this case the underlying tones are the same state and federal law both federal state and common law require that the substantial continuity of the business with both people exercised control over both businesses and that is from today's child and here one of the facts that judges say a goal in the district court clearly understood was that mr  more than forty percent of my cringe debts tax debts i don't think we made that contention in the war this change to be an all or none argument i believe that successor in interest often is i think that you either are the successor and therefore you you you adopt the total liabilities of the predecessor company or you don't and i would also suggest that the reason that is is because this is an equitable argument a common law equitable argument and it's meant to take the place for example where you have all the if i might just go backwards for one second the substantial continuity both people  both people indicating are both people have to be owners of the business and in this case they weren't that's not a requirement to enter and i'm obsessed and my ability it's an absolute requirement and i think the ok says otherwise i'm sorry the steel company case says that while the steel company case i don't think the steel company faces otherwise i think the the steel company case said was that those in we cited in our brief that the facts were extremely unique and they were unique because the they were duplicated in this case because well i you know judge i would say not in the reason i would say not is because the the former owner and it's at this the post important point that we tried to make in the district court was the former owner here mr byrne type was only a forty percent owner he had no control over the predecessor company which i think distinguishes the steel company case from this case otherwise  the judge sable found that he was running the old company he was running the new one but even if that's the case it's a finding of fact made by a judge after a trial it's not clearly erroneous and so it's the way we will approach the case and i appreciate that absolutely but i think none the last because because of the makeup of the she said so for example mr tight could not control that predecessor company as a matter of law the sixty percent majority could in the record shows that the directors voted to close the business and once a directors voted to close the business what was mr how could mr tight control that predecessor business in any way it can't be accomplished so i don't see that completed with my time and of reserve for me to judge george over you were asking a question earlier i hope i didn't cut you off now no i was just you know going to say the obvious that he was not just a forty percent own arm and shareholder but the general manager or alternately he was the president but i don't want to for the united states judges to provide think you hit the nail on the head when you when you said that this case turns on whether or not there just are courts finding was clearly erroneous in this case obviously we believe it was not clearly erroneous there are plenty of facts in the record to support the government's position whether you look at illinois law or whether you look at the federal common law i don't believe this court needs to decide whether the federal common law applies i believe you can find in favor of the government by applying the cop the the state law as easily as the federal law there it is true that in general under illinois law state law requires identity  the previous corporation the successor corporation but as you point out judge in the steel company case and also in another case of the second or brief part versus pownce and illinois courts have decided that in fact although there was not on paper hundred percent identity of ownership there was sufficient overlap of ownership in similar not exactly the same but similar circumstances to the circumstances we have here where mr tights was a partial owner of the previous corporation his wife was the complete hundred percent owner of the successor corporation and there was such an overwhelming evidence of continuity of management and consummately of operations where you had the same conduct of the same dismissed from the same location using the same phone numbers fax numbers website tradename and although there were some slight variations in the types of surgical instruments they sold they were both in the business of selling surgical instruments and i don't think that the problem of not  paper it was it would be elevating form over substance to give much credence to the way they set things up mr titus had no official title or responsibilities and yet he testified that he went to the office every day and he worked there the fact that they chose to make her the the c e o and the treasurer and i think she hold held every corporate office in fact should not be honored in terms of the substance of what was going on the district court found as a matter of fact that he was absolutely indispensable to the corporation that he was the person who had the relationships in the industry he knew the people in the industry and in fact he signed at least three very important documents on behalf of the company holding himself out as the guarantor as general manager as the owner of the company even on paper he was not if he had had no interest  predecessor corporation you mean yeah or i think that would be a harder case your honor because i believe it would be more difficult to show identity of ownership if he was simply  i don't know the answer and i question your honor but i think there still could have certainly could have made the argument we don't believe it is we tried to make that distinction in the briefs we purchased new equipment we had a new bank mrs tight signed with the bank she met with the bank we had new suppliers area i'm actually paid approximately one hundred fifty thousand dollars from quince former bank to buy the assets for my car and at that point all owned all the goodwill and an arm's length transaction under a bill of sale hair you know to and i think that the law in the state of illinois is still vernon schuster which requires an illinois supreme court case which requires just very clearly identity of shareholders as the court said there it's not the continuation of the business it's a continuation of the corporation and that meant that in order to have a continuation of the corporation you had to have identity of shareholders so despite the facts that are distinguishable from morgan here i again and i know i am certainly being repetitive i believe that the the facts still remains that this would be the you know where you have the make up of shareholders and to judge rover nurse point what if he was ten percent these folks voted his board of directors to not continue with the business and a point i think it was fair game for mrs tikes to open up a new business he continue the business because mr titus did not have the legal control requisite to do what the government is saying he is doing that is mr t