sole members of crest hillman development a while see the mortgage or there was a four million dollars loan balance although crest hill over the life of the loan paid roughly five million dollars one million dollars more than the loan balance by the time the case got to judgment division gave more contended an additional five million dollars was due consisting of one he gives rest and advance and who had appeared in these days only made a minor mathematical objection to this five million dollars judgment that was being sought and that was roughly eighty five thousand dollars so the eighty five thousand dollars was removed from the amount claimed and the summary the court's having allowed division gave orders counsel to voluntarily dismiss my client from all proceedings in the case as a party to findings so the way it the way it occurred was we presented our motions division ga act seeking to challenge division gave orders right to foreclose on the subject mortgage loan in this case and i won't go into the facts in great detail but essentially mr cannot  guarantees so the forbearance of even the settlement agreement do that and he announced in agree that both individuals are released from their personal guarantees and the rd the rd purpose of that those two agreements was to give  it's not paid off by that time it goes reverts back to a larger interest rate it's our position you're going to hear from my opponent that that's actually conclusive here by signed those documents mr  read to pay these deficiency of the interest rate amounts and such but that's not the case it was a way out but the crema contains language that reserves specifically in our brief  eighteen month period provided in that agreement pay off a loan if it had sufficient assets and we wouldn't be here but it wasn't conclusive we disagree with you with counsel that that agreement provides that if it's a loan isn't on count two for the personal guarantee which breached the forbearance agreement i never serve a summons until i came to the case and appear on his behalf respectable pursuit of the code of civil procedure so the complaints filed were not in the case for closure goes to judgment we're still not in the case and the foreclosure judgment terminates all of the defendant's interests it doesn't even mention crest hill if you're honest look at the judge or the foreclosure in this case you'll see that  resides that service or process in each instance was properly made in court has jurisdiction over the parties and upon sale the defendant's good party to the foreclosure in accordance with the statutory provisions and all persons claiming   in chicago and even in that case although the court didn't a lot of this the minority shareholders to intervene and oppose the foreclosure the court said the reason we're not allowing you in nashville case is because your grievance against the majority shareholder who we want to got these four beaches that he shouldn't have doesn't relate to the actual foreclosure your grievances that these men or majority shareholders used fraud to become of your the shareholders which is not a defense against the lender of foreclosure case but the court did say that in the appropriate case a party a shareholder can intervene on the corporation's behalf by showing the existence of a defense which the corporation refuses to marry so the very essence of this case law surrounding shareholder rights to assert defenses for corporate entities including all season involves this idea that the corporations decision alone isn't they breached division table and squarely breached that agreement by suing mr conoco on the personal guarantee it's right there in the papers you can't do it and the party in breach here in force and brilliant like that  thank you so  basically the case boils down to the fact the three basic facts that mr cannot get had a proper derivative claim he was specifically named here he was specifically extinguished here and he was never sued and getting ready to foreclose he needs to go out and check all the county records to make sure there's there's no other litigation derivative litigation or otherwise that's not what we're suggesting here the wrinkle here is division gave or st of all knew about were the st thing i want to remind the court of you know you know is the standard for this is abuse of discretion whether judge perry abused his discretion and i always like those words that we find for abuse of discretion is this decision judge adkins made a decision on whether or not some of those counts should stay and the children stay on the forbearance agreement which is really the crux of this whole thing and that's found in the record see forty seven dollars to see fifty two bacon piece of industrial property you have still after eighteen months we get the four wells this is why i'm somewhat stunned by the arguments of two to six hundred and nineteen motion being brought in will county twenty two infantry drive and drove west on interstate eighty i've been down here a lot in my thirty four years and i wondered who i was going to have to look like a fool in front of one when the three person comes up the forbearance agreement this is all in the oral record that we want all the lawyers were there for his for his motion you know i got a call i said that my hand was down or you know and i said oops i'm sorry i missed the fact that there were personal we released them i yanked the process server off and you never see another alias summons to get them out that you never see another attempted service because we were released and i can sue him i can't go after one personal guarantee saw we made the rd of west year in the area where it says deficiency judgment against i hand wrote the words no one in there so it would be crystal clear i was not seeking a deficiency judgment on the personal i submitted a affidavit from my client he felt there was about eighty thousand dollars that shouldn't be in their feet brought it up i went back to my client we agreed it got taken out and their own lawyer is not talking about him coming down to will county and intervening others talking strictly about him being having the right to a gun argue the stuff he can he can argue the stuff in front of judge yet because that case is still got all kinds of counts those guys can do that up here about the money and he denied the opportunity denied it and you know anything he denied stopping me from confirming the sale that also knocks the wind out of the  next one the emotion that they want to judge carney to ground the cook county judge said that he wasn't going to stop me from confirming the nd which idea so if there were matters pending before cook county again we're judge jackson's was go c are liable for the deaths and sir i goofed we released you from the personal guarantee sorry i inconvenience you sir i should never put your name on the caption and that's really what the record says that's what the oral argument was all about before of you know i think the result is right that's what he said i think the results right did he use the right term i don't know i mean i think there were other reasons besides standing he could have that that's a broad term i mean i  attorney who's not a record ok well if i gave it a shot thank you very much  of a party and again just to repeat if you look at the judge in a foreclosure and sale it doesn't identify kruskal it doesn't say that the court your wife and there's a judgment of foreclosure sale against crest hill itself against the defendant and no objection to any subsequent foreclosure would be asserted by mr cannot pursue into those terms and we cited the relevant provisions of the forbearance agreement and the settlement agreement in our brief i'd just like to read briefly that mr conoco specifically reserves the right to make any argument in any subsequent foreclosure or other force can actually file by lender that's division gaillard with respect to the stay or proceedings issued by the court in the foreclosure litigation claims arising out of the dispersing of that six million dollars in proceeds that i talked about it again that was the primary purpose of the forbearance agreement along with the other two purposes thank you so the  the shareholder action is when the corporation declines corporations are usually represented by counsel declines to take action and then the shareholders get their own attorney and make their major differences if the facts warrant that and that's the clayton actually a personal obligation of the majority shareholder so he gets together with the lenders as yeah and or this judge really gives the core off i'm fine with that and the minority shareholders were allowed to come in and object to that and of course they had their own counsel the jordie shareholder had corporate counsel and he didn't jack because he was serving the interests of the majority shareholder and so the very essence of a case like this where someone is coming in and saying i'm bringing a derivative actually f involving the very seeing foreclosure the very same mortgage and no and although he was the foreclosure lawyer he sued the prior foreclosure warrior for cross for that represented crest hill their name is probably in the record this crawl in l for proceeds on the one hand on the other hand he's expected to argue in any meaningful sense the division gave orders very wide to foreclose is questionable it's not possible if he's arguing that escrow proceeds payments one part will be protected that means the loans out so he's arguing for division gaylord that the loan must be valid how can you possibly argue for crest hill at the same time that the loan could be obvious things in the record that we pointed out in the briefs should should have been discounted if you love the redemption period you expire  there were other inflated calculations and all other mistakes that he allowed to go forward with this foreclosure judgment all of those are in our br county and defend the vision gaylord's foreclosure complaint out to the judge in my motion is why you see if your goes representation was inadequate as an additional set of facts of the court should consider whether to grant motions they were