and we implore that there is the purpose of the traditional corporate law rule as protect creditors it is to stop companies from turkey cherry picking like go it is in situations where an asset purchase transaction merely a merger or a consolidation or continuation of the business and that's what we have here here we have assets of only three hundred we have cashed only three hundred thousand dollars transferred in payment and purpose of the traditional corporate law role is to make sure that there is adequate consideration in the reason that consideration is so that you don't leave a creditor in the dark that has been left out of the transfer for example consideration then my client would have a remedy of going after some stamping incorporated but that's not what happened here was an adequate consideration and that company was dissolved completely so the hope purpose of requiring a creditor in determining what the sale price is going to be you also have on the other side interested in the visuals who are part of a national company and that became officers of the new company and when they also the they wanted to get as low a price as possible you have two entities on both sides trying to get as well priced as possible i mean fleet on one side wants to just get as many of its liabilities taken care of but i mean in the end under you have a company is has two hundred forty employees that it kept and continue to keep you have all of the assets being used all of the accounts part of which my client that helped to generate being used to create fund and the liabilities themselves aren't the only assets the assets of the goodwill of the business and the continuation of the business it's completely disregarded in this transaction because you have a creditor who didn't have an interest in that aspect of business determining the price of the transaction and at very least as an argument doesn't make a great deal of sense if it's a practical matter because fleet and total interest in getting as much money as possibl to lowball it maybe not didn't have a straight incentive but it had to lowball but it had an incentive to avoid the alternative which is the company being  sold and liquidated where perhaps it's liabilities would be dealt with so as an incentive to take whatever it can get and not an incentive to create valuable consideration and that's the problem we have with having interested parties on both sides of the mentioned on that but it's just another example of that is nothing at least take it to the jury and have a reasonable jury determine whether that was adequate consideration we have live deliveries to you if you look on to look at the record and see if there is any of it and so i would support a reasonable inference that the that one of the exceptions to the normal rule the liabilities don't follow the sale of assets of it would apply here and to buy the assets including intangible assets but as your honour's know the asset purchase agreement is explicit that they did not assume the liability under the contract with mr hall so the question then as i read it under the case law as that our inquiry is limited to was that adequate consideration paid for the assets if not an exception would apply if adequate consideration was paid the trial court was correct and i have to admit that some frustration because there's no doubt that fleet bank was owed over fourteen million dollars and the the argument develop in the trial court resulted from opposing counsel's mis of a financial statement which we then put in a declaration to correct sun was underwater to the tune of over fourteen million dollars just to with senior secured creditor so my people mr clark and mister well mr clark was the leader came up with their offer of five million dollars and we put in the record how they arrived at that that was their best estimate the bank could reasonably get and to what my clients could finance now where the argument comes from that fleet bank wanted to get as little money as possible i don't know i don't understand it i don't think the court understood but i can't think of a better test for fair consideration than to have the sale price negotiated by a financial institution sophisticated lender and they got five million bucks because that was what they thought was the best they could do so it was a fair arm's length negotiation and on the lender side of obviously they were strongly interested the motivation obviously was to get every dollar they could so i just don't see anywhere in the record any evidence that would raise an inference that there was some conspiracy here or wrong done my people made a good faith offer bank except that they weren't out to do anything because the most consideration they could if the court has any questions i'd be happy to don't like the way that it was characterized by counsel here i didn't state that fleet bank wanted to have a little money as possible but they had an interest in avoiding the alternative which i were and basically what we're looking at is whether there was adequate consideration but continuation of business in itself stands to learn and here we have that we have the business continuing in its format and we don't need to share that there was any kind of fraud on the part i mean the fact that there was an interested transaction is just inference that can be made that there was perhaps the situation where there wasn't adequate consideration and then there's also a situation where you have the company dissolving completely and you have to lie bill it is cherry picked out and and you know there was parenting there was there's nothing business at some point to have fourteen million dollars in debt or six million dollars in debt and more investment we would employ then a five nine dollars in debt or for four point seven million dollars in debt and three hundred thousand dollars in cash and then essentially we feel that there's enough information at least to infer and to take to the jury and not to to cut my client's rights out in summary judgment and a reasonable jury could look at the situation and state there was perhaps in continuation of the business perhaps this isn't a fair valuation and that's all that i'm arguing here is that the client should have the opportunity to take that to a jury and have the jury decide and not have it cut off and write it front and a summary judgment motion because there are some issues whether five million dollars in debts and an interest in stern's action where all of the the business is continuing and all the benefits of the business is continuing whether that would fall into the exception and that should be for a