action the first one is to recover damages for payment of usury a centrist the second one is alleges that the obtaining of the dissolution order was the subject of the appeals we just argued was an abuse of process primarily because it's a constitutionally void order that the bankruptcy court has no authority to issue there's no statute order was done without giving notice that they were seeking a dissolution order the motion was to approve an order to sell the assets of the of the bankrupt debtor tucked in the one paragraph of the order was this dissolution provision and there was nothing in the notice of motion which for due process requirements has to be in there that they were seeking a in this case then your client doesn't then nothing else matters ok well ok first of all i just wanted to say that the overarching issue is whether the bankruptcy court asked to take as true the allegations of the first amended complaint the chief allegation of which is that at the time that the loan closed  that but we didn't so why isn't that just the end of it i you know this is essentially a stopped i don't know it's usually stopped doesn't necessarily seem to me to be right it's rather it's just been decided in the case not because you took a position just  estate and that there was a settlement and so on this is not all essential to the fact that these cases went on for eight years and if in fact this value existed at the outset there never should've been any proceedings can we all of a sudden pretend none of that happened and start talking about the valuation of these options don't we have to deal with the three bankruptcy before and why don't i why aren't we in fact stuck with those the first bankruptcy filing that's when matt that's the time or before that even that's the point at which you're saying that all this value exists in the corporation of all all this failure exists in the corporation then the involuntary chapter seven should never have gone out at all well it's not that the value existed in the corporation it's that the jet or the the credit is there so in fact when you see when you put in your your schedule about what what your debt was you're saying that all that that this whole debt didn't know when they put when when why global claimed to be a creditor right did you have to challenge that no ok we didn't challenge that because when the plan with an issue that you after eleven plan that your client proposed correct yes that was a raise then either and then when it went back to chapter seven it wasn't raised there either correct ok so  mistake correct right people make mistakes all the time of the negation you're stuck with them forever no we're not trying to overturn the bankruptcy or what happened in the bankruptcy we're trying we're suing for use your ears over they could have been sold on the open market of a buyer value them using black shoals which happens every day tell when they could have been sold for ten million dollars by  the the user reaction yes was made in the chapter seven case one of them came into existence by the dispersement of one point six million dollars out of an escrow which was set up as part of the chapter eleven plan and it was stipulated in the settlement agreement by my opponents that that one point six million dollars was not property of the state so the only other person that could be when the initial deal between why a global and co boss was formed correct that when the deal was signed that the that the rate of interest that was being demanded  bankruptcy is declared at the church and voluntary chapter seven yes and then it switched to a chapter eleven correct now at that point i can either one of those transactions why isn't coble us the management that they're they're not there anymore it's now what the trustee who comes in and makes the decision for the future of this company no because in the chapter eleven the bankruptcy got or is is a sense it is a debtor in position it's unlike a chapter seven all right but that's they're made by the plan correct even before the plan they're in charge of their own business but the plan lays out what what's going to happen with the business correct once the plan is confirmed that lays out how they're going to make payments to the predicate so let's focus on that plan because i think that's an important document in this case where in the plan does it reserve any rights property interest anything well the plan according to eleven forty one b everything that is devoted and all assets according to the plan  devoted to the proceeds of those assets already voted to be used in the plan to pay off creditors those remain in the chapter eleven the state to be handled by either the debtor in possession or some entity that they set up to manage of these assets under the plan to be worked in the plan pay off the creditors anything that's not dedicated to the plan of cram down interest because there's supposedly was a secured predator that was being voted against the plan was being forced to go along with was it was part of the plan i yes it was and that sounds but not to be paid the creditors about one get back to something you just said you just said that a less it's clearly designated in the plan property reserve reverts back to that he said the debtor reves well it was i had this other property and it's not listed in the plaza therefore it comes back to me seems to me the opposite would have to happen that you'd have to designate identify the property specifically that is not going to be at the at the whim for the creditors and like a reservation clause of some kind of the plan that say that these five things are are the debtors going to keep these five things the rest of them go to the creditors but otherwise i don't see how anyone could ever keep track of the property  yes but not in the context of a conversion i mean the conversion statute specifically contemplates a paul post confirmation conversion right and i mean frankly snaith the cases that are more logical are the ones that say that what is in the converted bankruptcy are what was in the bag see what was in the chapter eleven and in this instance in the chapter seven at the beginning it's whatever the estate was at the outset and that's much simpler way to look at it our cases seem to make it a little more complicated but i think they're getting towards a position like that it doesn't make i understand that if if the plan is that's what happens but what it's converted because essentially there was a failure of the plan why aren't we back to what went into the chapter seven to begin with as he estate in other words things that happened afterwards no but as whatever the estate was at the time the chapter implicit in the plan is is this is everything that we know about and everything that we know about is going to be in the plan and if we don't know about something as you haven't listed it well then it doesn't exist for the purpose purposes of the planet and it just has gone i read it again i explained that it is complicated but i think i explained it correctly thank you very much and carefully thank  to create confusion and make things complicated i want to just walk through a couple things very briefly just to so that the court is clear the one point six million dollars that were paid into escrow the court ordered that because my client said this plan is never going to work we need some security in the event that the plan fails ultimately the plan fails the order specifically says that my client ok so when the plan fails after confirmation complicated to me and it seems more logical and i don't know whether you've been taking this position that when the plan fails we're back to whatever was in the est at the time of the beginning of the chapter eleven and in this instance that's what ever was in a state at the beginning of the chapter seven and that's what we're dealing with all of it not and not anything doesn't matter what's in the plan or anything else it's all of it everything and if but that's not our case law well i'd i think that it is if you look at captain bl here that's being exposed is if we purposely or on purposely fail to disclose assets we get to keep them that flies in the face  such well the standing argument is simple i was going to get to that point as well there was a global settlement agreement after the after the plan fails there was a couple other motions in the other litigations which  claims of any nature suspected or unsuspected whether or not sealed or hidden such claims specifically included lend their liability or use reclaims in addition there was an asset purchase agreement after the credit when way global that it received as payments pursuant to a court order that's what we're talking about here let's boil this down they failed on the plan why global was entitle to receive money why a global receive money that was it the settlement agreement was reached everybody moves on year later we get into appeals we're getting to call collateral attacks in new jersey we get into the this complaint filed in orange county which we removed back into the bankruptcy court there that that's it as for standing there's no standing if you look substantively into the claims that warrants are somehow worth ten million dollars or really that's news to my client because my client would love to trade on those things made ten million dollars we would definitely not be here today we would have been here last year we wouldn't have been in that in  wanted to bankruptcy all the rest this is just litigation tactics and it's it's it's at this point time to just put an end to it i take it the answer at least in part is that settlement agreement didn't cover claims that came into existence during the chapter eleven it said all claims and no not yet unknown make any claims that came first i mean to say that you don't know the value of your own investments is is silly and to and to sue somebody because they purchased something from you and you didn't know how much it was worth you're the one who selling it but what language your current in this with regard to a waiver of any future litigation well release of all claims and then in the in in the purchase sas it purchase agreement why global obtain the rights to any claims whether known of unknown this was to be want to avoid this litigation these we were trying to put an end to all of this and we tried to button this up every which way sideways apparently we did not do so ok are you arguing the whole thing or no i'm i'm i'm  may please the court jeffrey gordon of about why don't go to him friedman you know that there's a lot of complexity i think actually in the law with respect to post confirmation jurisdiction where the plan was confirmed that it worked and there's a lot of law and other issues out there but in situations where the plan didn't work and then the that the the the prevailing view is that the assets go back to that the estate the trustee confirmation well i think international confirmation in a post confirmation conversion it gets trickier because you have different things going on you have plans that may provide  and not everybody complied with every term that's a different scenario but i mean to be frank and this is a complicated important issue we need to decide in this case you know you are  in there simply that there is that this claim whatever it is was either sold to your colleagues clients here or was  to sell all of the assets of the estate and that was make clear and why global sought to purchase that and to the second point your honor there was never any opposition or or respond to that at all so i kind of what i'm saying is to decide that we would have to agree that you have you had this thing as opposed to the fact that it was all it was just dead by now that is it had if this is that the earlier proceedings in this case had essentially precluded any notion of this claim arising later because if it existed existed at the time of the original filing and it wasn't scheduled by anybody and it was essentially determined it was precluded from being raised at this point period the end not a standing ruling which doesn't require us to figure out what assets but i think what she's asking is that is there another avenue where let's assume that we can there's not there's a logical progression on the stand the fact that this is been litigated so many times the world with all these things have no objection from the other until everything is done is there another doctrine such as a stop at will or something else that would be a what i would say cleaner way to resolve the issue going into a run for the minefield that judge burton  is no and void because that agreement proper notice was not given by the clerk to all of the people it was supposed to be given to including all of the creditors of the