good morning honest it's a pleasure to be here this morning it's a pleasure to have the first case of the day on one of a morning person and in spite of the morning rainfall that's kind of a pleasant uing that's address what i think is the controlling issue initially with regard to the fast i did indicate and it anytime you ever question please interrupt me and i'd like to reserve a time or rebuttal that is not used or whatever is otherwise appropriate for a bottle the pertinent fact in this case is the discussion with the mayor of normal which led immediately to walking the license application process and it being set for approval with the council of the town of normal in this case the normal council the municipal council is the booker commission it is your contention that everything that was required for the rouble a liquor licen was in the hands of the clerk or you were separate those things and presented them through the council it's it's the could it's our contention that that is the case if you not have been perfect but it was ready for consideration and no one on behalf of the municipality not the corps of the mayor not anyone else as issues or stated or made criticism of the condition of the application after the submission of the financial information of the three owners of the applicant other than the action of the mayor for simply pocket in looking at the actions that occurred if you consider the conversation or conversation measure those conversations in time then there can be an argument that you know that's an end consequential event and isn't a major interference however i don't believe in the law and in the application of the log interference that we major advance based on time if it has been for example a situation hypothetically where someone watches the mayor for weeks to get them to do something that doesn't make that effort any more consequential and if it took two minutes to get the mayor to go into action on behalf of a constituent so the time frame involved the amount of time isn't pertinent what is the end of all of interference and the application of the law of interference is the a fact of the action was it material did it have real meaning here in this case it was substantial it was controlling it blocked the liquor license application from moving forward once the mayor ordered the system to tourney for the town a staff attorney with years of experience and being the counsel for liquor proceedings to issue a memorandum a memo to the town staff if this was not going to go forward until the mayor was satisfied about things that process but the evidence is that these folks would have been able to complete this transaction and if you look at the financial information which is by and large undisputed in the record it's clear that they had independent means to pay a substantial portion of the purchase price almost all of in order to fund the purchase of the inventory when you combine their cash resources with the inventory loan they had their money then was needed in order to complete the purchase but that wasn't where they were going to leave so no it wasn't at all there was a snafu there rose and the underwriting of the loan it had to do with the fact that the first appraiser didn't appraise it and once  the term and that he wasn't going to be up raising it and they called in a second appraiser in order to do it if you recall off the record shows that the second appraiser made numerous attempts to preview the property he had a it earlier before it was budget letter or another party he had a file on it but he needed to personally see the premises in the process of arranging that he ends up communicating with the attorney the attorney at about the same time a few days before the deadline regardless of what you do there's not going to be a closing so if you know i did there's nothing you can do to create a closing indicates that what you're saying is not correct that this was not some sort of scheme between the mayor and the seller well i'm not suggesting there's a scheme your honor i'm suggesting that the parties were acquainted the mayor in this application which the mayor reported to the seller and did not report to my clients did not report to the buyer when those events occur and the seller knows the application is  i believe that's some of the when you consider the seller's transaction or attorney's comments with the fact that the seller sat on his hands with regard to knowledge that the application was not going forward that's an indication that the sour did not want the closing to occur at all and i have to say that as extremely unusual i that restatement second of contrast has been cited over and over again in all this a course that i have a contract you have to have mutual set that means a meeting of the minds when that occurs when there's a meeting of the mice usually both parties to a contract become a motional way i test for the contract and they're rooting for performance of the other party their one performance you know they say they way human nature indicates that parties want the other party to the contract after the mutual set now to perform in this case for whatever reason that didn't occur but it is clear based on the facts it is in fact understand it based on the facts and in this case for some reason the seller was not interested in answering a closing and took action which resulted in the closing being blocked entirely let me ask a question mr turner understanding about conditional approval and so forth one of the requirements would be the stockholders or shareholders state my understanding of the record as it stands now is that the required statement the required stockholder statement of the third individual i think it might have been a nice to tell but it was one of the four was not filed timely was never filed and is not part of the record and that would be a prerequisite separate apart from mr cutler and separate and apart from anything the mayor said that would be a prerequisite for for the clerk to get any action he said in here well would be for the court to decide if you recall the evidence clearly from the mayor and also from the counsel with years you know twenty years experience on this was it's up to the court to decide whether the files complete but there is an explanation your honor that's also in the record that pertains to that neil patel he was the brother of one of the owners he's a computer scientist he's got a great job with i b m in new jersey he hasn't been in business and he was prepared to lend his financial support bush brother in bloomington illinois order to accomplish this when they initially filed disclosures about the officers and owners he was listed however later they filed the charter of the l l c which was the applicant and it is not show him as an owner and he was not going to be an owner or an officer to correct the file so what was precise and that's why i responded your honor to your question about whether the application was ready i said it wasn't perfect the imperfection you or your profession i know of is that someone should have crossed his name off as an officer and initial that and the record indicates that minutes the application occurs he she is that way with the blessing of the co sometimes they could occur with a letter sometimes with just simply an explanation but that wasn't a defect sufficient to block it from proceeding forward with the process if someone had concerns about whether all of the parties and when the fire signed the contract to make the purchase at that point there was some question about what just what all that we do in order to raise a funding for us and you know  wasn't taking care and the it's missing at the time regs makes the decision to say to yourself i can't put this on the before so we've got this intervening period where the mayor and cutler have a conversation and we're still at the point where you know patel's name is pre so you're correct that that could have been clarified absolutely and but it wasn't that that seems to be a problem in response your honor the mayor in response to he never criticized the file with regard to officer the squatters that was not the reason i didn't go to the main hearing well she said she didn't get to timely fashion because it was shareholder statement as a reason for not putting it on the agenda she said as their reason for not putting it on the agenda it was the late that's just really getting the financial information and the financial information only and that was the only request that was made to complete the file she noticed that there was not an officer statement in the file after the litigation special meeting between me keep in june first in order to accomplish what the seller wanted to accomplish i mean you know we the cap the council meetings are at seven pm on the wonders in our twin cities and so there was one there was a council meeting that convene june one there was a letter commission meeting convened and that's also on the record at the very same time for another applicant and this one could have been on it and there could have been a closing on june first to complete this deal for example if you asked well how can that be there could have been an escrow closing that afternoon or morning condition on the vote that night once a vote occurred the astros released the seller as is not my money well before midnight on june first law in the application of the law of interference you don't look at the time that's the voted to an event or to an activity you look at the impact of it  it may have an originated somewhat casually and yes there is freedom of speech and you would think that i'm versation among friends might be harmless but  impact of this conversation when you're talking about the career of the wife the sole business of the seller that's not a casual coffee that's not a personal topic that's not the discussion of that is a meaningful issue for you and when that results in the mayor's sash and when that action is reported to the seller but never reported the buyer ever reported by the mayor the mayor never had a conversation let the buyer it's not reported t or either you know that's a very meaningful interference and it's the sort of interference or better ferentz is designed to address and once the then the contract then these conditions that you're talking about that the seller has to perform become absolute lesser absolute it's it is available then under the buyer ok we'll give you your million dollars or whatever the amount but for the interference in order for this hour in order for the buyer to complete the transaction and have the right to complete the transaction the fire would have had to liberalizes on june first the fire would have to unconditionally tender the money in order to have the right to enforce the transaction but there was interference and the opportunity and it was a major interference and the opportunity to get a liquor licen was gone and so the sellers future performance the tender unconditionally waiving the liquor license which would have been required otherwise was no longer an issue the contract was absolutely the law presumes if a liquor without interference well and i understand the interference is a significant issue for you but what i'm thinking to myself is if i've got a million to and i'm fairly confident of the of the buy from my bank financing which i may need for the future but i don't need thirty this immediate event and that the buyers transaction was funny place that phone call and he said i'd like to get this arranged so we can get this time and the response was what i said earlier and it's in the record and it's almost verbatim it doesn't make any difference statements the presiding judge started chuckle and said mr merrick that's happened several times in the tort there have been a number of inaccurate statements of fact made by mr turner so many that i can't correct them in twenty minutes orders were to close on or before june one of two thousand and nine relatively short time and the time was of the essence at the assistance of supervisors and its consul the contract was contingent on two things one it was contingent on buyer obtaining a liquor license for the tunnel and two was contingent on the buyers of chain finance super budget did not get a liquor license in time to close on june one thousand and none of that is in the brief and that was raised in the brief and i didn't address that for you because if you look in the record the statements that he made about financing are quite frankly you know these people hope life for financing their and he was approaching his lending line and the banks director loan committee when they approved this one conditionally on april thirtieth two thousand said in the minutes of the director's loan which is in the record minors well if you look into that act he had no more control of that money than the man in the same thing he did with one of his daughters he had an account with one of his daughters a joint he said control over all this money interesting laid up i thought a cross must prove in order to establish specific performance when this is the mayor told the liquor commissioner not to go ahead with the hearing on june first though there was no hearing and i know it was that practice is standard procedure for all of the license applications not just this but it said that he made an interesting way in up that hour before that e mail was sent the transactional attorney time in order to get a liquor license so you look at the e mail from the mayor is just to me kind of a red herring whatever fridge want to put on it because the real issue here is they didn't have their application complete and on file in time to get a liquor license the standard of proof that they had to meet in this case was clear and convincing evidence which is different than a june first was in that e mail he said that was because that was the next regularly scheduled meeting mr arnold's then sent an email he sent past some of the letter to attorney brad he stated there my clients have told me that the liquor license application is going to be set on june first when in fact the evidence of trials show that that was not true that was not accurate judge lawrence when he went through but before i say that what he somehow won scuttle this contract after he signed the contract on equal three what did he do in order to be able to close on june first he got a total commitment letter letter copies of all the apartment leases and management contracts to this tourney got to ship in good standing from illinois secretary of state's office of pain of all sales stop order from the illinois department of revenue notified all thirteen of them thirteen of his employees that they would be out of a job effect of june contract which he signed that he was going to be a consultant for your charge or super budget or twenty hours a week for the first two weeks ever think of the business or run june first so he went out during every signed the contract he went out and got a new latest transactional attorney a trial mistrial admitted that as of may twenty sixth five days before they were supposed to close there was nothing mr cutler was supposed to do that he had not done to this country that does not sound like somebody w or get out of the country and mr cover testified at trial that he was ready willing and able to close but they didn't close he was even asked by mr turner what do you still think this was a good deal the one point two million  dollars he said yes i think that's a fair price the decision of the judge wants to correct the verdict which is neither a reasonable arbitrary nor against the manifest weight of the evidence i know sometimes in reading appellate court decisions go or court will say well we wish the talked about this e mail and he said the e mail was not sent by mr cover was not sent at the request of mr cover and when you look at the record you will see mr covered in you know the e mail the been sent  the mail and knew nothing about it that was totally done by the mayor on his own accord the church warrants went on and said that benon of self hate absolutely nothing to do with the fact that the application of the agenda never had this liquor license application on it the reason it happened was because necessary papers that had to be filed just were not not completed and so far as the evidence shows they were never complete he went on to say mr cover is not responsible for the actions found that when you look at this with the with this evidence these people had an application to file for them for a liquor license by march twenty  they come in now and they said you you know he wasn't involved in these he had no no interest in this whatsoever but interestingly enough when the town clerk said you know to file the wrong financial guy she got to file the financial profit plus the balance point two million dollars and the paper postable borrow from a line i bank the towns for that specifically require that you have to have a shareholder statement filed the stockholder statement filed by every individual who or the mayor that's not unique to this case that's the way they operated in normal for years and years and years so the reason that they didn't get the liquor license is because they never completed all the required email you talked about on may twentieth said we want to send it on on june first then no you're confusing there are two things that happened on may twenty first on page one here turning for the completed the application why does the mayor on may twentieth say there is not going to be a hearing on june first he didn't say there was a point to be here he said i don't want this set on any gender until we're sure that the parties are going to go forward and we have a complete deal and testified a trial that was his procedure and his practice on every level license application he did not want to go through with the application process and for whatever reason the deal was the deal of the parties at least that's what he testified to under oath mr hersh kind of vague seem like this is some kind of secret poll of this procedure by the mayor something unique in this case and testified it was not that's something that was a standard practice for years we have here a failure on the part of the buyers to timely comply with the requirements of the contract and they're trying now to ship that they tried to a trial and ship it over the summer wasn't the sellers obligation  the decision of judge lawrence was right i would ask you to review the record and you will see that was correct his decision was not against manifest weight of the evidence was not arbitrary or a reason it was based on the evidence before him and his accuracy of what i said earlier and also the briefs are well documented and go directly to the page in the record where those facts are can paint the city or testimony was that after that memo was issued there was nothing further than on that application there was no determination made this say it was incomplete or inaccurate or anything else that it simply stopped dead in its tracks at trial after the litigation commenced  events that unfolded in this case there was no request for any additional information or progression needed to happen it was not that there be an additional affidavit or disclosure the matter together although they have the same last name they are not relatives and you know it's not like one family here there are three different families and so there are you know there was discussion you know what how is a neil going to participate in this that is not something that would have slowed down this process and it at any stage or  and it is it is not if there is a red herring that that that is it the reason that it wasn't that on june first was because of the mayor's memo and i think that's clear and when you with the fact that the mayor never once told own the wires neither did the city clerk of the mayor's action there you know it's it's it's  call she know that he was at a convention in washington d c she only y cell phone she had a cell phone number from that condition he arranged to have all those financial disclosures instantly made and did so from that point for the application was complete it wasn't perfect but it was complete and sufficient to go forward or never while the information regarding the end the information that it was a correction that was needed not additional information was corruption why wasn't it was it no it was not now so the clerk is just spose to d and it would not make it would not constitute any problem whatever the you know perfection in application is not what we're here about there's no requirement that something be you know like i read so ninety nine and ninety nine hundred percent pure but i'm sure an appellate process is  it wasn't sat on june first but the implication from that conversation is that the next one would be june first and it would be her dad and that's why the letter from a clean or don't indicates it will occur on june first that was the understanding what then happened was there was no communication they had indicated otherwise invited time they figured this whole thing out it was you know just one big mess because what the