this appeal and underlying evidentiary proceedings in the uk he lost hundreds of thousands of dollars he lost the restaurant that he opened more than forty years ago and he came to this country as an immigrant lost everything he attempted to get a fresh start with a bankruptcy lawyer he had fortunately was referred to a gentleman by the name of nicholas derrick sometimes nicked eric mr derek did not help mr damon's but compounded his problems and financial issues he consorted hundreds of thousands of dollars for mr and he also reported mr gore to the r t c he went to the air d c learned that he was not alone and multiple complaints were pending all with the same or similar allegations mr derrick had converted monies to co mingle accounts and filed that that all of the allegations levied against mr derrick by other plants was at your intro and recommended his disbarment just last month a review board from that decision and also prosecution to interject mr mr cooke because i was having something of the same feeling i mean when i was reading the briefs in this case i expected you know for example you to address the fact that the limited liability corporation agreement had left blank the forms for initial capital contributions and trying to boil this down to something manageable looked to me like the legal question was whether there was an implied agreement among the three men involved that they would have equal contributions and if so you know what were the amounts of those contributions and as i read illinois law particularly prone to agreement with no integration clause illinois law does have a concept of oral and implied contracts and there was evidence that the bankruptcy court in the district court accepted to say that such a thing happened here and so what these three individuals decide amongst themselves isn't the same thing as what you do with the dissolution of the l l c or what things are debts of the of the entity and what things that you know people have interest say agreements all the time you know just deciding who's going to have what interests and and then if you could talk about some of that  shrew actually i mean the l l c statute was recently and met a couple years ago i guess amended expressly to recognize that there could be a package of contracts there could be an implied contract in the express contract so that's one problem with what you said and secondly illinois law allows extrinsic evidence not just if there's ambiguity but if there's incompleteness and if an ything is incomplete it's a blank line that no no put you wrote something down not so i just don't see why under illinois law there's any problem with at least the effort to prove that there was a suggest otherwise no evidence by by mr justice during the course of today of an entry hearing in which he said this is what we meant by initial contribution in fact he doesn't address any of the elements for an applied in fact contract or any contract there's the mr cook there is other evidence in the record though that seems to the least would allow the inference that there was an agreement to make the sequel i'm not saying the evidence necessarily went all one way but that's what district really course of conduct it's what struck me as more as anything but she resolves threads going in different directions and decides well yes there is an agreement so ones that clearly  going back to two thousand and eight to mr jarvis suggest that there was an implied contract and there what he did say is we should be amending the contract what he did request of his partners is at the end of the contract before you file that you one thousand a lawsuit i tried to cover whatever capital contributions he could home i'm i'm not sure how you're helping to answer george woods question you're certainly not helping me major question is whether the bankruptcy judge whether judge cox made clearly erroneous findings or violated illinois law what you're doing is essentially repeating the submission made to judge cox are repeating parts and if she had found mr demas to be credible and mr sturgis thought us to be not credible then presumably she would have made favorable fine but she found that mr demas was lying through his teeth for an extended period and had committed bankruptcy fraud and didn't believe a word he said why is that clearly erroneous because the basis for the conclusion should never been introduced or allowed all of it had to do with activity and conduct completely unrelated to mr jarvis as proof of his claim completely unrelated talking about the facilitation of multiple bankruptcy talking about a rd party selling the thirty for twenty divide property to another rd party and the efforts of his wife to to get some money at the closing because they were still a tenant possession for the family she based nd clue should have credibility and information and and argument really by mr jealous counsel from time to time during the two day hearing should have never been allowed or introduced into the company's financial structure far in excess of your contributions he goes on we not only need an accounting but the permanent agreements must be modified and new agreements implemented in order to correct the imbalance he wanted to amend  capital contributions or what he wanted to do is see as well amend the the agreement such that everybody was losing the same amount of money and it gave him an opportunity to recoup some of his capital or so he thought when you mr dumas said we'll talk about it we'll talk about it in other words there was never a meeting at the mines something that's critical to establishing you know applied fact in contra courts are reticent to find a blade contracts particularly when there's written contracts just that speak to these issues theo because the project blew up and he else he had no more money or means by which to return any of the capital but that was the only means by which mr geodes could do so this is nothing more than a in a manufactured issues however are subject to clearly erroneous standard and that is whether the bankruptcy court as reviewing the evidence whether it's a finding of a contribution equalization agreement or contributions was clearly erroneous unless the of course whether the factual determination look plain was clearly wrong mr going can i ask you some questions about the st issue with respect to the contract did did your client or the l l c ever sue mr de most for breach of the operating agreement other than making a claim in the in the bankruptcy case yes the lawsuit was filed in state court do you one thousand was it filed by the by the l l c or was it filed by your client no it was filed by my client george there geodes because i'm i'm i'm i have little concern here the district court concludes the parties had contemplated expressing something about the allocation of capital contributions but that whatever they contemplated somehow did not end up in the final agreement but could we by looking at the final agreement conclude that it did in fact end up in the final agreement because article two under initial contributions says the initial capital contributions to the company of the members shall be made concurrently with the members execution and delivery of this agreement if we look at what was the initial contribution made by the members concurrently and with the member execution of the delivery agreement don't we know the answer because it's entirely possible that the initial contribution from mr theo and mr demas was zero and from your client it was  and why do we have to fill in the blanks why do we even need to look to explain sick evidence to determine that i'm sure your honor first of all the agreement with regards to equalization contributions extrinsic evidence to see if the parties ever entered into a supplemental agreement of some kind now of course mr cook argues that the elements of an implied contract offer acceptance consideration and so on were not found but anyway that step one was for the district court to examine whether there there was some additional agreement for deciding what its terms then that that is exactly our position your  r and that is to say the bankruptcy court properly looked to extend sick evidence for three reasons because the i mean operating remit was not complete as to the contributions to be made by the members but more importantly is not in direct conflict with any expressed provision and that is really the key and the test that the courts have looked to so you can add to an agreement i way have been applied agreement as long as it's not in direct conflict with any express provision and we submit and we've set forth in our briefs that is simply not the case there is no provision in the operating agreement that would express the conflict with a finding of an agreement amongst the party used to equalize their contribution but couldn't we that's my question we couldn't we find from the blanks that they in fact indicated when they signed the operating agreement that they in fact did not agree to equalize contributions you could i suppose you could find either way with what the decision for this court is whether or not the bankruptcy court properly inferred that that could not be found it's a matter of law that it was incomplete to the to to find disagreement in addition to the testimony of mr stair jihadist where he clearly states that this was the agreement amongst the parties this was his understanding as to the equalization you have the tax returns filed on behalf of the partnership if you need to live a lie bill the company would show one rd each for not only profit and loss but for capital you have the capital contribution claim which of in the schedules filed by demas himself in his st bankruptcy case which asserted a claim of the same nature seeking contribution amongst the other members for payments he made and the half of  limited liability company but i think what's significant soon what's been overlooked perhaps is the testimony of mr v mr mr dimon is nowhere in the transcript expressly refutes the agreement to have the contributions equalized in fact to the contrary when asked about this the thirty two thousand dollars contribution claimed that he had any asserted in his st bankruptcy case he said it was part of the agreement at that time to close to begin i was the only one which participated with money george starr geodes and dean theo came after to bring money and the agreement was part of it to be equal shares do you bring to me or find a difference down the road later and so you had all the others as before the court and again a court can find an implied agreement proven by the facts and circumstances of the case and of the parties and it simply cannot be said that the big c cords conclusion that there was an implied agreement here was clearly erroneous that the testimony of mr bemis for the most part was an attempt on his part to show that he contributed more than everybody else that's really why he came to court that's why he filed his motion for reconsideration asking to bankruptcy court to have an eviden hearing as he claimed he now had reviewed all the documents and he had evidence of what he contributed and with the other part of this contributed the last issue of course is wh the bankruptcy courts determination of the claim of the amount that it did was clearly erroneous and here i think since it was an issue of credibility of the witnesses in particular the court with regard to his former counsel mr dirac and i think the court from their questions perhaps share my view but st of all we believe that's irrelevant but also as a threshold matter course for two thousand and seven and significantly two in the state court complaint which was filed by mr stewart jihadists it was not just an action for reformation it was an action against mr g m s for equalize the amount that he was required to pay and it included in there all of the amounts that had been contributed up to that time so litigation concluded or is that state court litigation still rumbling along somehow i don't know the answer to that you know and as as a practical matter believe point either side to say wait a minute this is a pure state law issue and therefore has to be decided if at all in federal court by a truck appointed under article three of the constitution here i am i don't know the answer to that question i was that the trial can certainly not been raised on appeal but what happened in this case is in the absence waiver a clear violation of the supreme court's ruling in stern against mark this is something that decision made in this case is something a bankruptcy judge lacks authority to make but that issue is itself subject to waiver forfeiture and it looks like it has been at a minimum forfeit mr james but i'm a little surprised given your description of the history that somebody didn't say excuse me this should either be made by the state court or by the federal district judge or not by the bankruptcy  of course my understanding was and could be wrong my understanding was that that there had to be express consent in order to to waive that but just because it may i do want you to focus on a couple of points made by my counsel  as she did this in part because i believe the bias created by the introduction of lots of strenuous information to which mr davis did not have the opportunity respond as such and he was a seven hundred and twenty seven action on that he was not prepared to defend against when he