by the way i don't know if you were here at the beginning of the first case but i'll say once more justice maureen connors is part of our panel she could not be here this morning she will be listening to the reputation to preserve this is a large national company and they didn't want that and they didn't want to have the scarlet letter a you guys borrowed money and didn't pack they felt what they wanted to do was say here's your money now let's fight it out the way lawyers are supposed to fight i is is that the argument that the appellant's plaintiffs made to support the notion that new york partnership law somehow gives them an out on the credit agreement  is and i hate to use our legal mumbo jumbo while sometimes call it such as red herring i think that applies appropriately here the entity status of a partnership in illinois or new york it's very similar and we cite cases in our brief that sets out that an entity what the courts both new york courts and illinois courts for example in new york in the act case cited by the  plaintiffs in their briefs all that they're distinguishing when they discuss entity they're distinguishing the fact that for example when they say in the peck case a corporation has a separate existence it's a person in the eyes of the law unlike a partnership where there is no separate existence from its owners shareholders corporation separate entity existence partners same entity from a partnership is the same from the partners now with that said new york long since of for example your law today new york law does provide it in some instances where entity status exists and throughout our briefs there is no doubt that entity status exists when it comes to the ownership of property and what i mean by that is predominantly in new york the statutes in the case in this all say the same thing and why is this important why is it important that the partnership owns the property rather than the individual partners that is because under plaintiff theory under the illinois interest act there is the business exception rule and the business exception rule would be applicable here no one disputes that this is a business loan where there is dispute is what happens if there is an individual assignment of wages or compensation which is a a a out if you will it defeats the business loan exception under the illinois interest act so if you are you have a business loan however under the terms of the agreement the loan assigned as an instrument assigning wages or compensation of individuals th the business loan exception does not apply and so doing this in steps in order for the plaintiffs prevail they need to one show that these the their argument about the entity that somehow the individuals own this property in the property were discussing is the proceeds of the class action lawsuits and this plaintiff law firm prevailed upon that they pledged under partners the individuals own this property the fees derived from these class action lawsuits the individuals own it then they go to the credit agreement and say aha you awa defendant made us to sign this compensation to you and therefore that assignment takes us out from the application of the business real exception under the act the problem with that is twofold number one there are you know going backwards in my argument from one moment here number one there was no assignment this was a secure transaction and if i have a few minutes i'll discuss that in a moment secure transaction under article nine of the uniform commercial code the credit agreement the fines clearly you can look at that if you choose and if i have a few minutes albert cite some of the relevant portions of the credit agreement that relates to the security transaction is not an assignment and secondarily and more importantly since the since it's not an individual assignment of compensation it's property that's owned by a partnership and a partnership can own property the individuals don't own it the partnership  does and therefore it's compensation of a business of a partnership and we really don't have to look very far to make that determination i think both the plaintiffs and my client the defendant have relied on a variety of new york statutes not even case law and the statutes are just so crystal clear at some point i'm really perplexed in terms of why we're even here because if you just look at mckinney's consolidated  of the partnership is partnership property and then it says under mckinney's consolidated laws chapter thirty nine article two section twelve unless the contrary intention appears contrary intention appears mr welch and that partnership agreement says in section six that property cases lawsuits that we bring in are going to be property of the partnership so when you look at chapter thirty nine article two when it says all property acquired or subsequent required by purchase or otherwise on the account of a partnership is partnership property these class action lawsuits and the proceeds to ride  therefrom would be property of the partnership and then as i recited section twelve it says starts with unless the contrary intention appears well the contrary intention does not appear it's clearly recited in the partnership agreement entered between these two individual partners attorneys i might add that the the intention was to treat this property as partnership property and i can go on if you look at section thirty nine article five excuse me chapter thirty nine article five section fifty one of mckinney's consolidate laws of new york partnership a partner has an equal rights with his partners to specific probation property for partnership purposes but is a partner you own you know a certain interest in the partnership but no specific partnership property and section fifty two of mckinney's article thirty nine a partnership interest in the partnership does his share of the profits so if you if you go to why section fifty one it gives the court some insight again of mckinney's thirty nine it gives the court some insight as to the nature of the partner's right specific partnership property because that's what the caption of section fifty one says it says a partner homeowner with his partners of specific partnership property but holding is a tenant in partnership and what it says in section two the incidence of that ownership or the incidence of that tendency is a partner subject to the provisions of this chapter and to any agreement between the partners and again going back to the partnership agreement partnership a nt says it's property owned by the partnership that the partner has an equal right with the partners to possess specific partnership property for partnership purposes but he has no right to possess such park property for such other purpose without the consent of his partners and then section b to be a partnership right and specific partnership property is not assignable except in connection with the assignment of the rights of all partners in the same any purpose but a partnership purpose and again as i mentioned earlier couple of cases right on point more of a versus a to seven eighty six and period y period as second seventy nine partnership dissolved and the court clearly said that these contingency fee cases it's partnership property is not owned by the individuals and if you look at finkelstein for example the finkelstein case is even more instructive it said that there is you know there are people in it there's a distinction between the partnership with the property in the interest of a partner meaning the interest and what the case says the interest of the partner is his joint interest in the ownership of the partnership profits of the partnership and if you go to sell the partnership a disposition of those assets and you get your equal share of those assets not that you get this case or that pacer this case and it's your individual compensation i mean you know when we can go on and on there's a plethora of other cases that we cite in the briefs that discuss this issue and i don't think that the court need to go to court does not have to go beyond that to make its ruling in other words since this is probably ship property we don't even have to look at the next that we have a business loan partnership property the partners individually did not own this and therefore there could be no individual assignment of the of the of the proceeds of these cases especially in light of the of the of the agreements entered into by the partners i think the lower court was correct in dismissing this case with prejudice of the counts one through seven were dismissed and one of the questions that we have that was not raised on the  apollon is that one there's a declaratory action in the lower court stated that in some sense there's really nothing in controversy anymore the money's been pay there is no reservation of rights in the if you look at counts four and five for fraud and consumer fraud equally the appellants did not make any argument on that issue and so we believe they've waived that issue and they didn't really address the dismissal of the breach of contract  mistake or the count for wrong for and they call it not meeting of the mines and those might be part and parcel of this issue of the illinois interest act but the point is is i think many of the if you do look at the assignment one but if you look at the the the credit agreement the credit agreement as i said before i won't recite the language because of time but if you look at the credit agreements clearly it seems to me to be a secure transaction at the find it such  starts by saying as security for and so it's not an assignment and i think the core lower court correctly pointed out that the the the defendants my client away system legal finance never had possession of the of the actual funds and in order to have an assignment the cases and by definition i think the lower court may have relied on black's law dictionary for the definition of assignment you you possess it once you possessed the i don't miss being assigned then you have an assignment here there was never possession of any of the proceeds and i think that even if you get beyond the partnership argument the fact still remains that there was no assignment this was a secure transaction that is not excluded under the business loan exception of the illinois interest act so unless you have any other questions what we would ask is that you you know we would submit you up hold the lower court's decision in dismissing comes one through seven of the second man a complaint with prejudice thank you thank you for points first one of going to why did you pay issue of what was going on two things first it would be wrongful under the illinois interest act as i recall  me as i understand that they would collect interest and my clients would have an opportunity to sue under the on interest act if in fact the interest was collected and wrongfully under here so i think that resolves that question second to the extent that it becomes an issue now in oral argument i think i would ask leave to file a supplemental brief and give counsel a chance to the deck action but it's they would have the right under the illinois interest act to pursue a remedy for that interest that was wrongfully collected and i think that resolves to your client it's not an organization it is a collection of people as i went through all the new york cases and i'm sure your law clerks did and you probably read a few of them yourself what's missing is any kind of case where the partnership organization itself is actually paying out stuff it offloads back one step behind that to the classic partnership analysis which is a partnership is a collection of people and all the arguments are what can you get from the people and there are two ways you do it one is everybody's interest in the partnership assets has to be extracted first before you can go after any of the other individuals that's wholly different from having a separate organisation that is an organisation like a corporation you can't go after those people in a partnership can that's a second point the third point and i think this is not something that was in the briefs and i as i was preparing for a likely arguments of counsel i was back looking through stuff and section fifty three of the illinois partnership act specifically says the only thing a partnership partner can give them is a partner money that comes from the partnership i have a copy of section fifty three with me i can give you a copy and i can give it to council i would also ask that to the extent the council would like i would see a couple minutes of my time to him to respond to them now i don't know that we would want all right but if the point is to get it right under new york law section fifty three says you can't the only thing you can convey is that it's they saying merely entitles the s n e to receive in accordance with this contract the profits to which the signing partner would otherwise be entitled that is both evidence that the partnership exist separately and for our case here this is the linchpin of the language the exception to the exception that we're talking about in the illinois interest act the only thing they can give is  commission or other compensation for services section fifty three says the only thing you can give is your compensation out of the partnership when you assign something and then in c n i disagree with what he says in the assignment you don't need me to repeat what i said in the previous thank you rym thank you thank you thank you consuls that is taken under advisement court is a