that gets a real allotted thirty minutes for this case the time to be divided equally between the parties and the app a lot maybe two or a few minutes for case comes to you today on appeal from the dismissal of a third party complaint against jenny inc and you cannae the statute that is at issue is twelve point eight zero of the only business corporation act hour or two as a survival statute survival statute provides that of corporations dissolution shall not take away from or impair any civil remedy available to or against a corporation for he's pretty right or claim existing or litigation eye to alleviate the harsh results of a strict application of limitations period this is really not on the patients period to survive the statute and although you cite cases none of all of them really are are like this and if we had equitable power which is one of the first questions to extend it to something like this  why should this be a circumstance where the courts extend it rather than a circumstance that it really is up to the legislature to to deal with i mean they could put in a statutory exception where you have a party who became aware of the cause of action through no fault of their own after the expiration but we have all these lines of cases that  basically say it's to be interpreted strictly and it was extended from two years to five years at one point and in the whole nature of this this limitation based upon corporate this solution acknowledges that there will be circumstances that people lose the right to sue after a period of time i think you're  spec professional liability medical malpractise and even construction negligence and it was first created by the courts and then it was subsequently codified and it turned into a statute so it's our position that the court does have the power to apply  were they recognized him they recognize it but didn't accept i don't believe that they didn't accept it i read the case a different way i don't think that they outright reject it i believe that they recognized the reasoning in it and distinguished hamilton from the particular facts of next step a step that we're talking about here and that is the extension of the survival period they stopped there because they didn't need to go any further they said that the survival statute hadn't even been invoked yet but aren't you also opening the door for corporations to play more games are you warning you aren't because in this case we have a construction negligence action that arise out of lane construction defects if you were to apply the statute  you know you're buying or as the apple lease are saying you can have a subcontractor perform some work and after it performs its work at it dissolves immediately and since we're talking about potential equitable reasons to build in exceptions questions of occurred to me here my experience if you're building something you have contractors  s compelling as in a situation where there is a for example a miner who would totally lose the right during their their minority to to ever bring a cause of  action and even if that even if they were additional insured under these circumstances you would assume that it's just really a risk shifting circumstance between the corporate entities who are undergoing the construction of a large project saying ok with the law says that if this company that we've hired is a sub contractor who whether we did or we didn't have them with us as an additional insured goes out of business then potentially we have a ten year period of time where where they could still sue us in the corporation could be gone for five of those ten years so we would we would protect ourselves against that eventuality through insurance you know this is a situation where you have helpless and tities that can't insure these risks with the knowledge of what the law is i'm corporate existence i don't believe are saying that in this case nationally you look at the breach of contract and the actions against any look on one of them is that they fail to pick your insurance that was acquired by a contract well that somebody let them do the work without seeming insurance that well i mean that's an issue that we would love to be able to litigate but now we can you know and what this really does is it does two things if you're to buy it strictly here with respect actions arising that construction setting one is that it really rewards jennie and luke i for going out of business and it punishes optima for staying in business and to i think more importantly it really frustrates an equitable allocation of liability among the alleged work users because now jenny and and but that's what the that's what the whole statute has to do by the creation store corporate survival statute it sets a period of time where it says ok for the first five years after you dissolve you can still be reached but after that for everybody in the state to know you could potentially be hanging fire if one of the entities that you would like to sue for whatever reason whether it's contribution indemnification or for an act of negligence against you you better protect yourself against that so one way to look at it another way to look at it though is to allow that corporation or the en corporation if it did not know about its cause of action ok prior to the survival period running to allow them then to say or at least try to statistician we did not know about this cause of action it was in this case as impossible for op not to have known that it had a cause of action and then you you know apply an exception through the discovery rule and say in those limited circumstances then a corporation either can sue or it can be sued even though it's already been dissolved for more than five years and if i were legislator i would probably vote for that the question is whether what we have the power and should expect or size a powerful we have it in because of act would be to try to craft an exception that doesn't exist and it has been ruled not to exist in a number of similar circumstances i agree with you i beg believe that you do have the power the court does have the power through the discovery rule as we cited to get the wheels going  know well let's let's go a little step further you're saying we do it well how do we do it without going against highland means what specifically in the we did they leave doors open that we can look at years after the corporation dissolved so i think this this case this particular circumstance is completely distinguishable from pilot even though some of the principles that the supreme court laid out in pilot obviously are controlling in this case you can create a limited exception where the cause of action accrued prior to dissolution but in no way could have been discovered until the corporate survival period ran and i believe that that led by the other line basically there is there is to be a it's not the right way to read the stat exist illinois law has determined that five years after dissolution these entities cannot sue and cannot be sick so what we're here today is on the optimised position that this court should craft an exception to the corporate survival statute and determine that there is an exception applied principles of equity to this didn't sit on that right in the sense that they couldn't find out about the existence of this act that they're being sued about that was arguably according to them the fault of your now  corporation until after this corporate existence statute lapsed so they if they're crossing back and all we know at this point we take take the pleadings is true if their cause of action would have been the way they say it is they could be completely without fault and on the hook for the sole reason not because they slapped on their rights but because your corporations chose to d doesn't have put them in the position at least equitably of being in a strong position i believe equitably it could you could perceive that is being in a strong position but then we have a situation under joint several liability where you know look at the facts of this case it really did accrue before but we're stuck with the only definition of what a cruel is which helps you it doesn't seem right i mean my response to that would be is it fair to someone who has experienced a construction defects not be able to bring suit if it's eleven years later i mean that the rules exist as far as time limits and limits on an actions and and i mean i know cruel is not exactly a limit on an action but that what you want to look at when optimus raising the right to contribution versus the role i think that pilot addresses that because pilots says that you're not looking at when the bright arrives when it's the third part when it's what i mean then you're going into a whole new area of law carving out something that has not existed right right i'm just you know i'm just thinking in this case the bad part is the fact that somebody didn't do their job and insurance this is not a breach of contract action so that's not what we're we're looking at here and i would you know ask the court to keep that in mind when you're applying that analysis so way to kind of get a broad overview of what you're looking at here you're looking party that had no knowledge of the existence of an action against them during that period of time that they would have the exception to then go for contribution and slept on it that there would be no exception every could even put it the exception that it would be capped by the amount of insurance that th of corporation had for that period i mean this it doesn't have to be broad keep saying it's broad but this is a really specific facts situation and the question is whether the equities which you were eventually to favor the innocent in this case assuming the pleadings optima should should be left without any type of a remedy for this harsh outcome well when you're could do single entity corporation stay in the business of doing this type of work and have as part of his business model this is a work is done we could we're going to dissolve our corporation to limit our liability during that period of time and other than having that known by the people who would otherwise seek to contract with them and would no longer contract with them because they know that that's what what the tactic is that would be something that would be it least of some some views anything yet at this point that really isn't relevant i'm saying if it's doesn't have to be a broad exception and it doesn't always have to be exercised where where that would be  you know a good faith the solution in this outcome that you suggesting a boon for the insurance companies have the parties comply with their obligation to create insurers the insurance company which is covering company went out of business and presumably at the time the issue of the insurance they wouldn't know if it was part of the plan to dissolve the corporation so they were actually gave me a premium coverage during the full extent of potential liability of their client and then when the client resides to dissolve truncating the period of time we were delighted that we could be brought it's a windfall f illinois with businesses doing that in the scaping liability then the legislature should do something about that but we are looking at this only the specific situation there is nothing about you know whether or not insurance has been procured or what that situation is in this case whether or not insurance was procured still this corporation is dissolved and they've been sued after five years later you know i think we all understand that the question is whether exception but i had wanted to also point out in the more case the one with the minor that in that case they were specifically looking at the stats for the rights of minors the way one step should be considered other understanding and we're in the third world looking at the equity so i still don't think that you have the legal basis or any sort of and now mrs in order in this situation to apply equities when it's never been or would be going against they haven't given to employees or even and i case a persuasive case from another jurisdiction so my position is that they have not established that either there should be an exception or i'll be brief the beauty of sitting in the position that you are in i believes you can craft as just a sting said a very narrow exception in these particular circumstances and we believe that as you have recognized the equities do i wanted just to bring up and i'm sure that just a thought about this but that is section five point two five p three of the business corporation act if you were to recognize that there was an exception here then you should allow often much to serve jenny and luke onto the