trust that held the stock in the personal attorney for the saddler and asked such was intimately familiar with the financial affairs of a company when my client was informed that his stock was to be repurchased and they warned him that it would be at a much lower price than he could expect because of adverse conditions he went to mr chess if found it and asked him to to assist him and understand its valu motion and the basis for this missile was the release that was a scientist's acceptance of office document and the first thing i wanted to say about the release is to clarify any  he announced his resignation with the effect that he sent a letter on december eighth saying within thirty days for the acceptance of office i will resign he didn't sound the acceptance of office which contained that resignation nor was it signed to return until after january seventeenth when yes he sent it to my client we have no idea what it was actually signed but we do know it was after the seventeenth and we do know that that acceptance of offices document was transmitted there's no question about that we allege however that that's not what happened it is a continuation and tell through the signing and and in support of that factually the defendant's taka talk a good deal about the trust th created which i think is a very good starting place because the trust says that the way for resigning is to give notice to the south or notice to the successor trustee that and then that less than thirty days after that you can resign so that there's a process for this going to continue for some period of time when you look at the actual documents in the case the the no the appointment is up my client has a successor marks on death read it on the say they're the same document so they're created by mr jesse while he is a prostate and so what we're saying is this process envisioned by the trust and supervised effectuated by mr t encompasses a process that goes on beyond december of this january seventh date that encompasses it and what the position is when mr chessie created that acceptance of office which containe release he needed in the back documents to disclose the conflict to dispose of all material facts to my client and the document doesn't disclose any of the material facts and therefore should be in effect is your position that the acceptance continues while they are in the process of in essence winding up be out of the relationship and my class acceptance of office was part of the winding up of the relationship and that's why we rely on the g opportunity to as you're telling the truth of the representations before he acts when he is afforded the opportunity of knowing the truth of the representations he is charged with knowledge and if he does not it could have sued or done something to get the true facts he did nothing therefore your argument is to throw out our misrepresentation feels to me because he's way well that's a that's not part of the police i am familiar with that case and i but i would say is that part that they raised which is always a question of back and we really haven't gotten to any facts of the case the fact of the matter is this isn't a yes but a fraud is waived there's no tried to get the financial records and was denied access and then months of the number of months i have three months or so this report comes out from friedman and associates and then that starts the ball rolling about is this true or is it natural but at this nascent stage this very early stage where he is simply warm don't get dumped what you think is not going to happen this is very low he doesn't really have much information he's been he is not privy to the financial information because he's been sh why he actually resigned is there a conflict this is it this is absolutely green that as to the circumstances that prompted him to resign namely whether it was catholic because of doing some personal business which i  wasn't there a big difference between what he got for his shares versus what the shares may have been worth is and what was the reformation of that there was more than a million dollars difference what the allegations in the complaint are that so in that sense he was essentially is standing in place a shareholder who had whatever rights the shareholder has to information mr jahn away was also a shareholder at that time mr jenner went individually owned nine hundred shares at all relevant time its responsibilities in terms of their end of the right to access information ok in their role shareholder they're both shareholders now after mister c a z resigned effective january seventh the sale didn't take place for another six knots and most of the conduct th mr jahn awake now in me is not his own allegations that i wasn't getting information that i thought i needed to determine the true value of my shares and what does he do he went ahead and sold the shares anyway so  access information through the company he had he had that right and he had a right not to sell his shirts he could have he could have chosen when he was stonewalled as he says in a chain in a freshly cooked chosen not to sell the shares instead he went ahead with the sale of the s his own allegations say would have revealed that the shares are undervalued some of the transactions that he complains about it don't involve mr cheezy i think that's important to involve his brother his father they don't involve mr king but those transactions should have been available from the league remains that were entered into in the books and records of the company and as a shareholder he could access that information but the it but the other other important question is to mr mr cheesey whether he owed or breached a imposed on the governing trust documents and in fact those documents provide that a congress ignatius his discharge from and out of the trust so once he resigns and that that resignation became a fact of its undisputed and january seventh two thousand  not cover his fraud but he does not allege he has not arguing that on appeal he noted that in a responsible and he did not disagree with it he did notice you get his reply a silly question before the court is whether the release if it's valid encompasses  relationship ended they entered into a release and the employer later discovered that the employee had been competing improperly with him during the terms of the employment and the court said first you owe you the employee former employee owed because but that was because he was told that he had this conflict also i think the reading of the warrant is way too broad by the defendants in this case because actually there's been very little i've decided on this issue of if there is a winding up type of thing if there's a continuation of the breach of producer duty and the and the cases cited by the defendants actually don't even discuss that issue they just say it was the release was after he ceased being a fiduciary they don't talk about the circumstances of why that why that occurred not agree with that proposition but i just don't think it applies here i think that this is very definitely a winding up because ts was  how you can make an argument that they are factually similar but in terms of terms of art and the legal principles isn't that something that is strictly related to partnership i don't know that it's strictly related your honor and in the end the partnership case that you're talking about which i believe is the goal in case they cite fox fallon and the rationale the same thing and the rationale given to fox value is the need to prevent a few sherry from taking improper advantage of that this location attended upon the ending of a cop eventually relationship requires that fiduciary principles pieces of service so long as the relationship continues and we think that this relationship continued through the process of the of securing a more and the successor trustee which just indicates that this is a process that goes on for some time persists secure successor trustee and the matter will be taken under advisement thank you very much oh thank you bot foods including chicken for consumption at a certain restaurant known as reserves located already north our road in open illinois so you're saying it should be limited parameter that is correct to be very different if better putting paragraph this lawsuit alleges that at all times here in the relevant reserves was engaged in the preparation production and processing of certain foods including chicken for consumption at its various locations in the chicago fossil basically you're saying that it doesn't need from us policy should be limited to specific promise and it is a different state what my problem is all the cases cited by both sides none of them are in this immediate promise case my gut reaction is since a designated promise situation is different there's a different standard than all these cases are alleging m not disagreeing with passing i want you to full and out the location where this woman was injured was actually added to the policy in may when the policy was renewed but at the time it was not to schedule a location the polic they catch on the right you can have a justified refusal to defend you or the carriers in a disclaimer position when it has an unjustified refusal to defend that is when you read the complaint before the allegations within the four by the last line of its ruling in connection with boston interest that's a question rosa should have placed before the trial court by a motion to clarify what good and if she wants it before this court she needs a notice of appeal that's not befor off from that decision and whether there was a duty to defend or discerning whether there's been a number of key principles should be kept in my first any doubts or inferences need to be construed liberally in favor of the doesn't tell us about what doubts about the language of the policy or doubts about the complaint of the point i would say oh like this is you can you give us a can you give us a case that says respect i've read the complaint here the complaint rate here in front of me and i'm in a was to try to find an allegation in this complaint specifically that said that the food that plaintiff got sick time was prepared elsewhere or was distributed from another location i mean the temporal issue as you point out is there but we're talking about geography and premises and location here and my question don't march twenty eight and prior to that that a number of negligent acts and world missions where where counsel vest but it isn't i think i think what we're what we're looking at and what the trial court was looking at was a situation where if you've got a chain of restaurants and there are fifteen of them in you forget to ensure one of them unless you specifically alaska one of the other locations was involved how this woman got sick county why would be insurance company i have a duty to defend number one why would the restaurant ever insure all of their locations well if they just insure one and then you know pay insurance companies on the hook for all i will answer that question because it's because it's a good question and here is the answer the reason a restaurant would insure everything is because the duty to defend gets you a lawyer to file an duty to indemnify is the key thing because lawyers fees are expensive but not nearly as expensive as last judgments saw a why would an insurance company look at this complaint and at least defend because the allegations are broad and you can certainly reasonably read and especially when the inferences are resolved in favor of the lorenzo and it's read liberally and construed in favor of her you can read that that distribution occurred and from where well up and i think this goes the locations are not identified correct lead to the determination that all of these things were done at this location or if but the only things that i could tie up proximate cause occurred at this location for instance they named a factor the warehouse fit and our street location but they did nothing wrong and as discovery goes along i learn that all the bad acts occur at this particular location well then there's no duty to indemnify and that's good but none of that none of that ever came to pass because there wasn't a lick of discovery here well you got it you got a default judgment and then two weeks before the statute then you got to sign it from the defendant right because no there's no discovery one where the other well i think that lends itself actually in favor of the plaintiff and here's why because the concern here is i ten a fight a series of bad acts but i haven't identified the particular locations well eight plaintiffs who's at the leading stage preparing a complaint i won't necessarily know he looked nation where it was manufactured a process that's right if we did all that stuff then we would happened policy applies this is not your third or fourth amended amended complaint that might have come to pass if you learned more information and you could establish that maybe some of the food came from elsewhere this is the complaint the only one we have to deal with correct and in this one in nowhere nowhere within it you make the allegation that the food was prepared elsewhere or were distributed elsewhere and i think that's a problem for well but also in the complaint i know where commerce and it doesn't limit itself to location it doesn't do this it's by not admitted by that the by omitting it it doesn't mean that it's that limited you just didn't address it at all you didn't you didn't address location at all and you're trying to get coverage in this case from other locations and there's nothing in the complaint about locations other vam the location in oprah which you know didn't have coverage where the  ended i would i would have been able to prevail because the allegations that he did these get things on him prior to any of these things in in all these different ways but in your complaint to use  the trite phrase of the day it is what it is and there's nothing in there about location other than forty north tower it is what it is it is what it is it does not limit it and it does not identify absolutely correct i would submit to the court that a complaint that does not limit it and does not identify it the same way a complaint that this is not lead the his motor vehicle and does not identify his motor vehicle is construed in favor of coverage because that's what all the cases say of the case to say that we construe these things in favor of the coverage and it's not difficult to come up effect in my conclusion in my brief i offered coverage there is a to each defend that you don't think there's any difference i mean i was on the line i masco or whatever it's called sawing cannot in a way box but i think counsel is also distinguished when you're dealing with correct it doesn't identify people but it doesn't exclude any of us and what should have happened is that there should have been a defense offered and then we would determined if the defense of sure would have been vigorous and these facts would have come to light and if we're both sides are agreeing that whoever that attorney was he doesn't b because you're right he shouldn't have told the insurance company he don't need to defend he should have told insurance company you do need to defend because i can read this complaint and come up i'm looking at your policy got fifteen places  at the complaint it says you were bad when you prepared it says were bad and the story warehouse that processed that and yet the transaction the final thing going from one person to the next occurred in oprah but all these other things i didn't buy or to march twenty eighth two thousand six hundred have occurred here you didn't rely simply on the last the last aspect of your allegations of being sold at this location you said you said it was designed process distributed work house with sector and or so correct that was just one of the alternatives that that is one of the liability that was one of a series of negligent a that's when i went to the existence of the policy i mean i figured that they probably were insured and that i might find out about that or if they weren't sure maybe a property would ever but that's when i found out of it when when when i was vice with their and you certainly do it by  right before the to your special occasion sure well you know neither of us wanted to spend money i had to sue them because if i remember correctly them i don't remember i think that the concern was that i might have to sue them but i don't remember the thing he's ok thank you thank you very much said it's not that he should have stopped which is what again we're asking this court to do this is not surely this is not an unjustified refusal to defend this is a justified refusal to do and because when reading this complaint you and any other place resisted business at that time any other thing that i could think of at that time any other thing that happened anywhere resisted business could have been glad that she bought chicken at rhesus restaurants finest is covered not then we have that would be and unjustified refusal to defend because you can't tell on the face of the complex worth anything the first which is not the situation here you cannot deny that what is