yes good morning or good morning ma'am please the court kristofferson and i represent the appellant christopher our courting in this matter on this matter there or grounds for appeal following the district court's opinion following a claims nd the district court erred on in the evidence the trial did not support my client's unclean hands rd the district court erred by making finding a finding in its order that mr davis and the board of davis i'd like to focus my argument today on the st two of those topics that there was no evidence of unclean hands presented at trial and that the finding that the assignment of the general indemnity agreement not relate to mr davis's unclean hands this case is to the standard of every be you in this case is abuse of discretion as it relates to the unclean hands doctrine and  honor and the court that the district court erred and abused its discretion by finding that mr davis mr courting my client failed to meet his burden of proving on things and in defense of the claims brought by mr davis under the assignment and for contribution here the entire evidence demonstrates that mr davis engaged in a in a course of conduct  in late december of two thousand and fourteen and the st half of may two thousand and fifteen that is on the constitutes unclean hands giving rise to the very liability that he sought to impose upon mr a part of five one hundred and fifty thousand as opposed to what between seven hundred and fifteen i mean trying to understand why he didn't exercise that authority well i think they answer to that your honor and i don't know that there was proven a record of that but the answer to that is bad after he was forced out of the company he was no longer allowed back into the company thought to access the books record company there was one or two instances where they did show he i guess i guess the fact that it wasn't my back it makes it even more obvious he should have called north american and said my exposure is kept here and i don't want to increased anymore the way he didn't have to he'd have to go to the company could have called more than one well that's probably correct your honor and i mean the fact of the matter is that you know as a director and as a bounding member of the company there were a lot of things going on at that time  particularly as there ousted mr cording and his brother and the other members of the l l c it was a car it was a time of great turmoil and not having access to the books and i don't think there was anything in the record at the trial but i don't think he found out about that until after the fact in other words mr davis never put anybody never put mr courting on notice that that was being done but mr davis increased the amount of that bond at a time when the company had no money had no ability to pay the liability of the power company which at that point was over five hundred thousand dollars mr davis testified he knew there was no way that increasing the amount of the bonds when he knew there was no way no way that the company was going to be able to pay the electricity bill it was already incurred much less additional charges that were encouraged to bury next day after he increased the the very next day if he's contemplating a shutdown of the company and then only twelve days later after not paying anything else on the electric bill have to having or say shut up notices the power company makes good on its promise to shut up electricity shuts off the electricity and the glass furnace at the back area is an electric blast furnace and so once the electricity is shut off that electric last furnace all of the glass in process freezes up in the furnace and little cost literally millions of dollars to get the old frozen glass out and back again and so those actions all of that time when he knew that there was no way a company was going to pay the bill  the business wasn't going that well it's not unusual when a business isn't going that well just somehow marry soon i guess that's what it looks like in retrospect and i guess i'm not sure i understand why that it that way well your honor and i'd like to direct the court's attention to what i think is even the more egregious conduct which which set us down this path to begin with and that was mr davis's conduct in january of two thousand and fift in january of two thousand and fifteen the company five hundred and forty eight thousand dollars to the power company it receives shut off notices that it is the electric chair if the parish last did not become current on the electric bill by the end of january they're going to shut off power so mr davis testified that he even knew that the company didn't have the money at the time to pay the electric bill and so he sought out a loan from mr bill thomas who was a member of the know he's been terminated the not removed for yet so mr davis and mr attorney are two thirds of the board and it's two thirds board members they made the decision to pay themselves st they paid themselves or  that they had made to the company prior but they bade the decision to pay them how how was your client i mean it seems like thomas would have an objection to this how is your client hurt and is your is the point why were they favoring them as opposed to paying off debts of court and says that is that the point yes your honor the how much did courting how much was courting o that point according yet i'm sorry that question with blitzer can you repeat that i was under the impression that according requested that he received some of his money back and that he did is that wrong i from your quite right that is correct your honor so why should friar wrongdoing davis impact this case correct so in the end clean hands contacts the unclean hands has to be related to the claim that is being brought here and the claim that it's being brought here mr dick mr davis purchased an assignment a guarantee from an a at it's part of the mediation  mr davis theories were it should receive the full amount of the six hundred thousand that he paid under the guarantee and in the alternative that he should be compensated for contribution from my client talking about a rd party who who received the assignment for many yes but what we're talking about right here is that mr davis is on that is the conduct that led to this obligation st place which was wrongful the company was installed and mr davis  and i have basically asked you a question which had to do with why any improper activity damus before the assignment was relevant and i believe your time is up we do when you answer that and then there may be other judge questions so we'll just give a quick answer because the district court said that it would only consider davis conduct related and it is and is likewise a violation of the tennessee uniform fraudulent transfer act if he had not done that then the liability under the indemnity agreement and the guarantee would have not been incurred and there would have been nothing for davis to receive the assignment and this recording would have no liability under that and it's all but for mr davis self dealing  about when one co op mcgrew or guarantor can increase the liability of another but you've made no no argument based on that r to the company and also violated the parasitic fraudulent transfer act and those actions that self dealing that is in violation of those days that mr davis had if the evidence of self dealing are in the evidence of very issues that are being litigated as we speak and state or i don't think that's a very the claim is a mistake or extremely broad and this this limit these claims to mr davis actions with regard to the power bill and those agreements and so in the actions with regard to the power bill are pretty clear i mean he he used money that was supposed to go to pay the power bill to pay himself st and that is the limited scope of what we tried in this case and we think that that action is did it just it seems extraordinarily equitable that he's able to self deal engaging unclean hands in her liability for himself and mr corning and then through settlement purchase  and assignment of the very claim that was the result of his unclean hands and hold mr cording responsible tasks i don't think the equitable doctrine clean hands allows for that that's why the next equitable doctrine in there  prevent situations like this from people benefiting from their own unclean hands and that that's exactly what mr davis has done here and we would ask the court not to open up court to folks who engage in that kind of conduct any further questions from any judge i do i still should get some questions than sorry ok so i think we've established that you're not relying on any of these now it seems to me and i yours you're saying that the standard is an abuse of discretion and maybe it is in the application of the doctrine security and lost a lot right yes including his initial investment right well i soon everybody lost their initial investment right but is correct ok so i was the i mean i'm clean hands is an equitable doctrine why was it wrong for this judge to look at all the facts look at what davis was doing in terms of using his own personal property to provide collateral for money to run the business and concluded that there was no breach here nor was there unclean hands because business judgment rule provides that the there's a presumption that in making business decisions for the director the directors of the corporation acted in an informed basis in good faith and in the honest belief that the action taken was in the best interest in the company attempt to show how those self payments when the company was underwater and when the power company was threatening to shop our how themselves payments was in the best interest of the company if that's but that's a fact you can't reconcile ok and then can you tell me how much of his own money he had put in at that point not counting his charitable contributions just loans to the company to keep it going your honor prior to january of the night mr davis had loaned less than three hundred and six thousand dollars to this company we have here it is two hundred and eighty one thousand five hundred dollars i believe and then on that very same day that they received the logo seeds from mr thomas mr davis makes a nd one another loan of one hundred and twenty five thousand dollars on that the long proceeds that he received from mr thomas on that exact same day he paid himself back twenty five thousand dollars of that loan that he made on that very same day that he didn't have an explanation as to why why he made a  quote unquote loan on that day and use the thomas proceeds to pay himself back for the loan that he made on that very same day so so so as of january the night  if you include the one hundred and twenty five thousand dollars loan that davis made on that day he had loaned the company four hundred and six thousand five hundred dollars and then through the thomas long proceeds paid him self back three hundred and six thousand five hundred dollars  believe that's right that's correct and then i think pretty early on he put in some more money not that i'm aware of sitting here today other than those ones i just discussed ok so that is what a man sees after that st five hundred thousand everything he put in was treated as a lo yes and i think you said earlier that your client never got anything back well he never got his investment back he did not get his seventy five thousand dollars loan back i think that he and the others who are operating the business may have gotten paid by way of a salary but then again deferring their salary i thought you were finding fault with with the courts for making certain findings and i guess those just relate to firing hoardin recording i mean are you does getting rid of cording have anything to do with the unclean hands argument or or anything else no your honor objection raised that it was not relevant to the issue the court essentially just as objections under advisement and but but the parties really presented no proof as to the reasons behind it the propriety of that decision or the effect of that on the company that did that this was not part of the trial ok thank you your welcome and thank you thank you who was the apple in this case and it was a rd party minus a low bar position on appeal is that the district court decisions were correct in all respects and should be affirmed on a l i want to answer a few questions that i thought were left open ended and surely why i asked a question of whether cory was paid any money in the r r bass majority of the time that he was this chief executive officer of that company he was eight a salary by the company and it was not until he was terminated that he was no longer  drawing income from the company in addition the operating agreement already signed the proof that trials showed that that was a document that was  rarely by mr according and under the terms of the operating agreement all the management of the business was given to the three member board of directors which consisted of mr davis mr corning and was terminated and the testimony was that mr courting and mr curry were the ones that were actually managing the this business mr davis who was an outside investor who had decided to invest in the business because you know this is a plant here in kings board that's been here almost a one hundred maybe eighty years and it was shut down recently and this was an opportunity to bring it back and bring employees had filed for bankruptcy and received the discharge so it was the court found incorrectly under the law that you can't recover any contribution from an insolvent guarantor orange in a tour in this long that it all be paid to to the the power company but do you agree with the numbers that your client had lung less than three hundred thousand and two the company when he was paid bat a little over three hundred thousand  no your honor on january th two thousand and fifteen mr davis said who owned the company a total of four hundred and six thousand five hundred dollars it was not  three hundred and sixty dollars at the time he was paid three hundred and six thousand five hundred years he was paid some money back the day that he will it may loan money to the company the day he was paid some money back you know and you know the facts the perfect trial that issue was really unclear as to whether all that occurred simultaneously or not but that's what the document shows but no and  this your honor that subsequent to that in the proof showed it when a business that mr davis was owed seven hundred and eighty thousand dollars that was independent of his five hundred thousand dollar yours you're saying that's not part of the four hundred and six thousand davis owned are you saying that davis took money out of his company to make those loans of four hundred and six thousand jack's waves question her didn't want her to be asked no ma'am i think i remember what i was trying to explain was that the money that was repaid to mr davis the three hundred and sixty six thousand hundred and eighty thousand dollars which represented the additional funds that he had put into the company i want to start up on an i pad or there is other folks involved risks that are moving around so  business and they were doing everything that they were that was thank a do to try to save the business and that's mr davis came in and started running the beast his decision was that claim but there's also the doctrine that you can't benefit from getting in a side millions if you're really only entitle to have because you in a way and and frankly applying habitable principles to adjust it in a way such that it was not a windfall if you will mr davis paid six hundred thousand and he got that the standard review of all the klein's business case or abuse of discretion and under no circumstances do i agree that mr courting has met his burden to establish that the district judge abused just discretion in this case and for those reasons we asked that the session be affirmed thank you and i apologize for all the glitches no problem we do understand technology having its moment and so  well in my opening statement to the case i made clear to the court that the issues surrounding this recording terminations were not relevant to the case there were several objections throughout the throughout the proceedings that were were essentially taken under advisement but towards the end of the proceeding there was a witness called mr ed phillips and he began testifying about how he was brought in and around the time of the  he was asked questions about what he saw when he got there and we objected to those questions stand the court and the objection to the question was your honor those against both same objection relevant this has nothing to do with the issue the trial here and of course said the is the relevant is not obvious what is the relevance and mr kessler said well there's always been an issue that the reason for mr courting terminations led to the financial failure and he goes on and of course as well how is that an issue in this case mr deaths are said i'm not sure that it is judge but it's i really have a hard time identifying what the issues are so they say two thousand and fourteen and they jump to two thousand and eight and now they say that what happened in two thousand and fifteen doesn't matter so that's why here and the court says i honestly don't see the relevance of that mr that's our that's sustained and so for the then so samey objection that that evidence regarding mr courting firing is not relevant to the case where we've already said that it is not relevant we don't intend it and then to make a finding and it's