required in order to enforce a contract to purchase an idea and then about a law it cannot be disputed there are two lines of cases in the united states there's the new york line that says that in contracts to purchase ideas novelty is required there's another line of cases stimming from california that novelty is not a requirement to enforce a contract to purchase an novelty is an element necessary to enforce a contract to purchase an idea in fact looking at the case carefully the answer is that it says the opposite that it is not required and that's something that escapes my attention earlier in the recreation case is that if you look at the decision then paragraphs and the decision are actually numbered to discuss which cause of action concreteness for that matter indeed paragraph number one on site does neighbor says wilder the california supreme court case which is the definitive statement and means to me that novelty is not required think the correct point to start is that novelty is not a requirement so i don't have to get into all that nasty stuff and i don't think i can be disappeared into the law that's not the point that i'm making so i'm making the point that  client's idea i was a valid consideration council want to play for an idea that has already been discussed with the surety and consideration  is it's an element of a contract and the courts continually do not wait consideration as we all know peppercorn is sufficient an idea the very very notion that it's an idea they're very response was you know never work well the idea was well yes well let me show you let's show you how even assuming that novelty is a requirement or are or you know are using the idea the record here at a minimum is a question of fact where whether indeed the idea the camera presented to start with has a value  show that this monumental ideal and we're taking something that was indeed a main transaction of the year that they were thinking about there's no e mails there's no nemo there's nothing documenting the evidence is that there were perhaps one or perhaps two from the domain specific we stated nothing was discussed in particular the only thing are combining the companies as a general sense and if you end in the general world if you talked about combining two companies a large company and a small company you would it you the general business were all going to stay in that's a large company would acquire the smaller ones to that that's the novelty and in fact and starlix and the speedy response is that well i doubt it will be successful i mean that is almost an admission of how novel it was like flying to the moon it will never work but it was a novel idea so the acquisition versus mercury and they are important differences and there is nothing in the record that says that they indeed discussed acquisition of the smaller the bigger company by the learn now so i think that there was cameras presentation an idea point is this that you know well if you're going to talk about the value of an idea you know it depends upon how you characterize it but i'm trying to find out exactly what idea we have before us that isn't that isn't in dis subject to a factual dispute i mean i think that's the point and excuse me if i'm seeing it now but that was your original question i guess is that what is the idea is the factual question and so can you if we can say well what was the contract you know what was there any value of this well if the parties want to protect themselves to make sure that what they're going to pay for as value they can make that contract they can say well if it's you know if it is valuable to me i'll pay you you know that's a six some amount or right and using it and i make a profit on like you a percentage of that i mean this is the absolute freedom of contract that our law recognizes in california recognizes and to say in retrospect well it turned out that this idea  judgment counsel did your client packet just his idea to make it valuable was he just just the thought of merger or joining together well i think the joining together i valuable was that was a package was a concrete was a wrong idea i mean the cases are very clear you can't go down that road because that just you know is the post hoc second guessing the parties the value of the parties contract and in our case it wasn't just you know acquired yes which in itself is novel and a value because it was so different at the time we also had the package included emerging excuse me spending up to gaining properties to help fund the transaction which the record until we showed that you know star with didn't have all the cash to compete with h mean that's a huge difference that that that you know shows the novelty and the value of the quote unquote idea they came or presented in contracted to sell to star good morning ladies and gentlemen my name is stephen peak hailing peak denison howard council for starwood hotels and resorts war worthwhile world wide and this is as we know an appeal f a summary judgment based upon the deposition transcripts of the documents submitted documents considered in all places considered by the court and what do we know from that record below upon which judge johnson concluded that there were there were no jan you know issues of material fact what we do know is that in the january and february actually january through april period of time once there had been an contacts with i t t sheridan very sternly called up bob bowman on at least one if not more occasions met with him from the record below undisputed met with him in that same timeframe and during those discussions either telephonically or in person talked about a combination of the two companies and i'm not going to split the fine hairs as miss lehmann does over merger versus acquisition they were talking about a combination of the two companies they were talking about a white knight role of starwood hotels to defeat the hostile takeover of hilton so there's no question but that starwood hotels in this period of time from january through april was conceived and was pursuing the idea of a combination of the companies of i c t sherrod's and starwood what we also know from the record below is that madison grows general counsel for starwood had a conversation with and reach the chief financial officer of i c t shares and to again discuss the type of business the starwood hotels was it was a real estate investment trust and how that might impact a combination of the two companies what we do know from the record below that where we were missed lehmann points to these one minute phone conversations there are two conversations we know one that took place over seventy nine minutes and one that took place over seven minutes so let's not focus on just those so called one minute conversations that's just from one and we don't know what the other end was so we do know that there were lengthy conversations between the parties in this period of time upon which judge dawson determined that there was no advantage of material fact in those we know then get to that meeting of may of one nine hundred ninety seven and what that meeting was and what the conflict was if any that was formed or whether they're what nevada lawyers on those what we do know is that there was from the record below  discussed which was if i bring you an idea will you pay me one percent for that idea and the answer was we know from at least assuming all those facts most favorable and answer was yes and then what was that idea whether that idea is something case that did not address the issue of implied in fact or expressed contract and i don't disagree with her because in the smith versus record on case the court said that the idea that was brought to alan idea of the recreational vehicle park adjacent to the start of the hotel in las vegas and the court concluded based upon other theories that there was no one talked about novelty in talk about concreteness then what we do know is that we got we have a case to your honor's the judge read sitting as a if you will under erie and about a judge or applying about a lot did not get it wrong judge reed said and i'm quoting from his decision mr layman is that nevada would always follow and always look to california law its sister state in the adoptions of its of its law there are many cases and i apologize to the court that i haven't looked at that because i really thought this was resolved by  when we look at even the smith versus record one case we see the citation to the new york cases we don't see just a citation to the california cases so we know that at least in the in the smith person directly on cases that nevada was not looking just to california law damages where our statute is the same as theirs that would make sense to look and the decisions of constitutional where the constitutional provisions are very similar to california you would look to a jurisdiction where you have similar provisions similar statutes in the third paragraph of the may ninth letter the formula we discussed with you for the act was based on the i t t corporation properties as were you through any combination of your two existing hotel companies to acquire the sheraton hotel so discussed in that meeting two days previously was for him to acquire the gaming properties he mr kemmer to acquire them in that so called spent off as opposed to take all inferences most favorable to the point like eighty dollars a share and certainly mr stern like contrast what was discussed at that meeting so i thought i had to accept that and the judge did accept that because what we said was for purposes of summary judgment there is no unit of material fact because you can take everything that grammars that is true there was no contract formation the concept was not novel the concept was not concrete the idea was not used and the idea was already in the minds of mr stern like and the company and miss women would have this court adopt a line of thinking or would have the case believe that the california courts would adopt a line of thinking that says if i come to you with an idea that you already have and i say to you before i give you that idea that we you pay me of the for the idea that i give you and you say yes to that not knowing what you're saying knowing that to which you are green and then then you agree say yes i will pay you and they give us an idea that you already have she would have you believe that the california court would reach what i would say respectfully to her and to this court the absurd result that you have to pay a transactional fee for an idea you already have that's what she is asking you to agree asking you to adopt as a line of reasoning and as the law for this now if mr cameron or had perhaps given something more concrete that mr cameron had had contacts that i t t shared in mr cameron had something more more to discuss or more to pursue and then the idea of a combination mr cameron fatherless pendens on the desert inn hotel when mr wynn attempted to acquire it from starwood two plus years later that is not the idea that was supposedly perch sued supposedly presented so respectfully i think that that in this layman's notion of what the law would be in the peppercorn would lead to an absurd result that you would have to pay one percent transaction fee for an idea that you already had and of course one problem with  some thirty some odd years of practice and funny and some very respectful and so i'm not going to be one to be critical of him that he so i don't think he got it wrong to respect whether he said it in a way that you would say which is i'm going to predict that nevada law would be this given what the court concluded about the genuine material factoradic i don't think that it was necessary to that hold and i think that the fact that there already was an idea that there had already been discussions was i think probably more critical to the decision of judge  shirts and spin off the gaming companies to me las vegas industries i have about two minutes left if you have any more questions or otherwise i think i have exhausted your patience and in the argument thank you very much thank you very much section sixteen zero eight and that's the definitive treatise in there and i think it's very helpful about all the pitfalls in this area and one of those pitfalls that i'd like to  i'd like to run the court about is the idea did start with news cameras idea stepping back and say ok this is this is an idea case ideas are intangible it's not a package it's not something concrete it's not you know it's not something that you can it's you can pick up in and and put it in a box and mail you know ideals a come from packaged you know thousand documented you know pace transaction the only thing you can do is look and see if there's some kind of stimuli of similarity between the in concrete else's idea but it was the same idea so you can say use yourself and that indeed is something that you need to watch out for him or explained that novelty and use of the idea are related there is the similarity substantial similar least a question of fact about whether the idea came or proposed and what vengefully complicated transaction that occurred were novelty question of fact that exist on this record and quickly on the evidence again there is nothing anybody prior to this very notion in this litigation that the idea that the idea was not new it was never brought it he never told him or it would be like your normal reaction i really thought of that i really really was the seventy nine minute conversation telephone conversation discussed during oppositions this seventy nine minute conversation bowman's testimony and the numbers perhaps the combination of the companies but again every hotel industry at the time was looking at ok this company's you know there's something going on ok but the idea of acquiring the minnow acquiring