from working for justice is if all to make way he loses on the underlying lawsuit well he says that he will be fired by justin's if he loses that well i i actually don't know it's not in the record the i guess the critical moment will come when schools start up again and the representatives compete for business with individual schools to see who is going to be able to come to campus and so certain products and the way it works there's it's not like barbara the bar passers where they all get to come to the school picks one solo picks her jones to solve things on campus this year so the students don't look at different vendors and just buy a school round and they could check out her drones because that's the only offer on the table and mr pot longo acknowledges that you know he would like to be able to and there is a list of two schedules it's a little complicated but i think that's the if you want to talk talk about it being a geographic area you want to talk about being a list of campuses that's fine right if you prevail he won't be able to do that right if those schools not at those schools but there are many other schools in those counties that are on that list for instance there's only three schools listed in orange county lots of schools in orange county that are on that less ok there's also a lot of schools in l a that are on that l my kids and my neighbors kids schools and on the lips and so even if you are they all and force this agreement he would not be able to or this restrictive clause he would be able to go to other schools not on the list on behalf of justin right yes that's i think that's great question he would also be able to solve the schools on the last if you were selling products that aren't on schedule and so surely uniform you know so i'm spanners whatever else what i'm having difficulty grasping in this case is you for your client and establish relations that's your contention he's the steps relationships with those principles and now he wants to go back to those very same schools and whose and sulphuric just hers years yet and self are tossed and he can't do that if there's a preliminary injunction right is that the answer to that preliminary injunction against you if we get rid of it it seems like a big so what to me because nothing changes for him i mean it may be nothing changes for you either really except that the litigation gets to continue on to get resolved one way or the other but then they would be free to move for a preliminary injunction against him and i think that's probably what you want to do you got to indiana yeah to be an exclusive territory slash particular school all contract for services at i mean i think this is kind of the contract was kind of a sham that of business and goodwill and you're in your contract the reality of the situation is that it isn't a business doesn't matter in many senses what disfavors government not to compete and they have this narrow exception for sale of a business and it's goodwill including its goodwill so what i'm saying is we're garbus of how you characterize your relationship we have to if we're going to apply this narrow exception to you we have to say well this is a sale of a business including goodwill and i have a hard time seeing this as a business as opposed to and just an exclusive territorial sales arrangement well the longer it was cya hasn't argued that that definition of business is contrary to california law which defines  very loosely is just the way you earn your money and the way he's earning his money is by selling certain her drones products to certain schools with people he's gotten to know and never know about what good will are you talking about are you talking  and i know that this is what new you know the kind of markup you guys are looking at and i know how many you know i kind of know roughly what it is you guys want and we work together really well and you know i have i've already determined and established what it is i can sell to you and and how much the markup is going to be and like me we play golf on the weekend whatever he knows these people well and that that is probably what keeps  thing is the relationship with the guy who had been there on campus that's what i want to ask about because everyone has briefed and discussed this case as if it's between an agreement between an individual and her jones but it isn't it's a agreement between a corporation and her for jones and mr prado as i guess the president and c e o of the corporation but it seems undisputed that it has a separate corporate form in accordance with the law and that even though even though he is the principal who is the one outselling there is a company and it has a separate existence and i'm a little i'm clear as to how california law works on this point i think that it's  individual who signs on behalf of the corporation which is what he did here can in some circumstances spined himself personally as well and clearly this agreement tries to do that it says this applies to all hasn't affected the relationship over the years because in this really he was just working as an individual and at some point he created this corporation and began signing and using that and i don't know what his reasons were maybe they were tax reasons i don't know between grabs are us incorporated in her so what do i make of i don't know the answer that question it's never been raised or braved now as far as i understand he grads are us and him and his family some of his daughter done some of the sewing as well and they incorporated for reasons that are not in the record and just continue to work under this contract they continue to do the special agreements which are very similar in that territory is exchanged or you could say that your the right to sell at certain schools is exchanged and then as compensation or consideration you get three year for three years you get half of the profits half of the profit for three years which is a substantial amount of money i think at oral argument the council suggested it was at least one hundred thousand year and i'm going to introduce john to my good buddy the principal and i'm going to smooth things over and make sure the businesses transferred over to him and you know i'll smooth things over for a while as needed to make sure that you know this school keeps using he is able to continue working in the occupation that he has chosen but why wouldn't he be able to continue anyway there's been no final adjudication at this limitation is a valid and  so it's in litigation he's working for just us and so if this injunction went away he'd still be working for justice unless and until there are so final judgment that  non god is one of the concerns from it's a problem with and with the current arbitration indiana that is actually ongoing right now if if anything or if that's her strong attempts to get an injunction in that case that includes the same rights as  he would have here he would be prevented from working period and so this is some like this this dovetails into the other the winter factor about irreparable injury how is this not an economic injury it's not an economic injury your honor because it if you read point one of the agreement and actually prevents him from selling any product or manufacturing or servicing any product that's similar in form or function to any of the products he s that's what i'm getting at council which is it's not it's not a it's not an a matter of monetary because you're not can't we're not calculating the the monetary loss of what he could or could not have sold where we're calculating the fact that you can't sell anything in the industry that he's has to work so he's losing his entire livelihood in the in the territory in the geographic area that he has worked in over thirty three years i don't want to he just he has been asking the same question but it strikes me that if that's true then at the end of the day somebody would need to write a check for your client to competent him for that lost income and so i'm trying to figure out why this isn't an economic injury a purely economic injury the cases that are cited are very distinguish prevented from a not because it was an economic injury those the cases had something else in the docket case there are very young people on the notion was if they're denied a driver's license they can't get to their vocational schools or other colleges or their jobs and they will lose educational opportunities then they'll never catch up with the courts concern was with the trajectory of young people who would be able to get their driver's licenses in the chalk case and the other the three of two other cases that are cited by the by the by the court one of them the person who wasn't who had a degenerative eye disease and wouldn't wasn't able to take a bar exam so that was a of course going to deny her more than just a paycheck but really an opportunity to pursue her dream to become a lawyer and the other person is you know the person who had aids and they said oh we're not going to deny you pay check but here we're going to move you to the back room and you can you can work applying for grants and what the person really love doing was working with disabled kids so there was something more there it's not an economic injury and what i see here in this case is a very legitimate dispute but it's about an economic injury while i would i would post here opposing counsel how they would calculate that because it's not a matter of like i said for a client it's not a matter of calculating how much and how long he ten he can't sell certain things it's a matter of he won't be able to do what he's been doing for the last thirty years period that the priest repeated the argue loss of life if it goes wrong well it's livelihood something x number of widgets for the next three years but we lost that opportunity so you can calculate that amount but you could you know two hundred fourteen thousand dollars you know he could work for another twenty point six year or so and it would come up to this much money and he had a big  the overreaching issue is that it's not a matter of calculating what he can sell it's the fact that he can't do his job this is the life we have that he's chosen to do for the last thirty years he's a salesman and he's a  specifically for graduation is classic products if he's not able to sell those products they're essentially telling him to move to a completely different area and sell completely different products that he has no background information on and so that's how i calculate the loss of livelihood as a you're not able to do what you've chosen to do if i can it would be a different schools right that's opposing counsel's argument can you respond to that yes i would disagree that it's not just that different schools because of of the restrictions that contained in and new york in the agreement at twelve point one he would be prevented from selling anything similar type of product to any school so it actually they're trying to narrow it to specific schools and specific products but remit itself is opposite to those arguments and it's and they see that he wouldn't be able to do sell any similar graduation or scholastic products in the same areas twelve point one is the paragraph i mean look i'm i'm so i guess the way i would see it is that from inferences that you could drop from the that and the fact that he would not be able to well anything in place with the territory w for four years it would also be very difficult for him to after those four years get back into that livelihood he would have lost his contacts and the relationships with all the people that he had been selling to someone else would replace him i have to assume if he's been doing this for thirty three years he's also older yes rather and i mean to see your point earlier about the fact that the territory is not a business that is very true and although he may lose some content contacts over the four years it's not i think difficult as the fact that because it's not a business and there's no goodwill inherently in himself his corporate capacity and wendy and brandy go sign asked for consenting shareholders so what what is the legal effect of that if there is and he has to whether this is a business as to whether it's you know just how do we fold in that fact and it appears from the record that it is a legitimate corporation it's an it's a  they're and they're not acknowledging the fact that any good will produce was for the benefit of her jones not not grads r us or mr paul longo in their capacities so there's no goodwill to transfer because he never owned any but it's if that's what the sham transaction is that they're trying to make some kind of a sale of something that doesn't even belong to mr paul longo or grads or us to try to fit it under the exception of the statute of sixty six or one and try to make it trying to enforce the non compete whereas as you know in california under sixteen six hundred you know every every contract that tries to restrain trade or fair competition is void i don't have any other questions but i don't believe that we do have any further questions thank you sir when you have a little bit of rebuttal time remaining one forty five looks  first since neither of us really knows the answer to the corporate structure question could we write five page letter brief addressing the consider ok second i think it absolutely is a question of monetary damages he claims he doesn't even own any good wells can't claim to be losing good well and and it's a typical i don't have income for x amount of time if that's true because we know he is working for johnston's although the justice contract isn't in the record and i don't really know what his relationship with justin's years so even if just inspires them again that's not irreparable harm under federal mine circuit law because we follow sampson and sam insiders losing your job getting fired leaving your job is not irreparable harm here he chose to leave the job go to work for johnson's knowing he was going to run the risk of getting embroiled in litigation with her challenge because he wanted to breach the contract and you know i would submit that that goes to the balance of the equities to he'd he walked into the us in terms of twelve point one i don't think that has any bearing on the monetary damage question even if you and moving to another point even if you say get away from the good will argument he says like a lot to say you can't just walk an employee or i assume an independent contractor can't just walk away with customers and all that he knows about the customers when he goes to another job so that's