that a popular web site pinterest dot com valued conservatively at some ten billion dollars was his idea now subsequent to the briefing of this appeal the new york state supreme court commercial division awarded mr cowen summary judgment didn't fall against all of mr traders claims in so doing the court found mr traders claims a sham as just one example the court found that mr schrader and this is a quotation attempted in hindsight to retroactively tailor his alleged trade secrets to what was embodied in pinterest in other words mr schrader tried to fabricate no hued that you won this through the question is whether the district court was correct in saying that we don't here's a corporate bail now you earlier in your brief say that the reason that mr schroeder really invigorated this company was because he lacked standy and had to have a saying the company is of ear for every issues you say i don't want to treat the company is being very and i'm not quite sure which of these you mean of course you want to get through veil so you can get not i think you're playing both ends against the middle just called crazy if i may explain of course on the summary judgment appeal we believe there is evidence sufficient evidence for a jury to agree with our contention that mr schrader attempted to extract for himself the best of both worlds when he filed his initial complaint as theodore schrader and no one or nothing else he claimed for himself all intellectual property at issue the pinterest defendant and my client mr c in writing the court and questioning whether mr schrader had used to get really brought in a company which led to of a suit being dismissed because of lack of diversity and that's where the whole thing began including these great expenses with you and it's the manner in which mr schrader decided to step into the shoes of the defunct company reincarnated make false filings with the state of around fairness were in the use of the corporate form your client because as my colleague says you caused it to happen in some sense by making the standing argument in the district court your client knew at the time that scoop had no assets you've won i don't see how the corporate form was misused your client wasn't to cvs in any way that i could see so this doesn't seem like the usual case for vale here to work and i want to answer that question about unfairness and justice but i do want to if i might quibble just a slight  mr schrader cause this not mr cohen it's mr schrader who decided to extract for himself the best of the most both worlds by fending off the standing challenge bringing s m a into the lawsuit but going out of his way in the process of saying that any and all i but on unfairness and injustice there's a deep asymmetry a deep imbalance here mr schrader in two thousand and thirteen two thousand and fourteen decided to take for himself the benefit of essentially clothing himself and s m a being s m a but i never accepted never assumed the burden at the moment that burden sits on mr cohen because he's left holding what is a valueless judgment against s m a the company itself the question here again on this appeal of a summary judgment decision is whether there's evidence sufficient for a jury to agree with our position that there isn't a right of unfairness and injustice here that the individual who did all this doesn't have to answer for the burden when he went out of his way to take themselves t benefit injustice has to do with the use of a corporate form in order to steal most of your arguments go to the misbehavior of mr schroeder saying that he owns something because your client actually opens and that every court his agreed review which schroeder doesn't own these and may have behaved very badly with respect to that but that doesn't go to be injustice issue the new york focuses on for piercing corporate veil that's a different kind of injustice sure and it's our submission respectfully that these terms on fairness and justice they're entirely fact intensive facts saturated subjective even at one point in time the district court here on the motion to dismiss agreed that facts have been pled that said that there was an injustice or unfairness visited on mr cohen by mr schrader simultaneously tweaking your when you say in just that sort and a twill be soon as we assume that you can bring in some facts if they are not utterly implausible that still remains even after his supreme court has made that so for course the district court said you may be able to show  very allegation which enabled the court to say that a claim had been stated was filled with evidence meaning that it was substantiated as opposed to negated by the record i see that my time is expiring although you'll to my colleague here morning your honor sidney lead us men from a county mccracken walk around roads on behalf of the appellee the rare exception permitted under extraordinary circumstances applied with reluctance extraordinary relief and the exceptional case this case comes nowhere near those terms and those are terms used by this court and courts in delaware to describe when the piercing of the corporate veil is appropriate  stripped of my friend on the other side's hyperbole in the case below in the new york state supreme court justice sure would granted summary judgment that is on appeal at no time did the court below say that the case was a sham to the contrary mr cohen the a pallant stole the ideas from the appellant's i just have a very silly corporation and the question of piercing is delaware law not that i think there's any difference but just to be clear that's correct and there is no material difference between delaware and new york but it is over a law that applies and so  that case is on appeal but we are confident that the decision will be reversed just like the pellet division expanded claims that had been dismissed on a motion to dismiss that he had filed in that case so that case is nowhere near completed so sham was not to use the word that was used but what word did judge sullivan use in this case specious judge sullivan called the appellants arguments with respect to whether there was a single economic entity specious and the arguments are specious and we believe that the issue is for us i don't really care i mean you parties have been arguing about this and insulting each other back and forth i don't mean you the lawyers but your clients with with what would be amusing if it were not sad regularity the question is you have a company that has never had any assets and that doesn't do anything that is formal as is often the case was small companies of that sort is valid enough because there are some uses the scoop media did have an asset it's an asset that council stated today was worth about ten billion it's more like twelve billion but whatever it was at the time the intellectual property that scoop media had as a result of mr schrader's own development of the ideas he's the one that wrote the code so as just as judge sullivan found he the appellant that pelly had rights to that intellectual property he's the wind that spent undeniably thousands of hours working to develop the idea and he is the only one that did the computer code did the tech not technological work but it was all done under the guise of school media none of that was ever formalized by judge sol been found the intellectual property was an asset of school media which i'd solvent said was well you have the appellant arguing that there was a of that asset and that we believe it's as judge sullivan found it's specious they both have rights so that intellectual property the appellee mr schrader developed the technology for it it was done under the umbrella of school media they both have rights who owns it it's not clear but they had the right to use it others share holders have rights to it as well absolutely and that's part of where judge sullivan found that the arguments are specious the apple lee mr schrader did not do this on his own after mr cole when the appellant raised the issue of standing in the southern district of new york saying that it could not be mr schrader alone if it's anything it's a corporate asset mr schrader who had already been in communications with one of the other three so schrader and mr straw to make up to with the three they had been communicating all along even before the first complaint was filed let me understand the first suit schrader says this is mine that was cohen says no it's not yours it but there was a point at which mr schroeder claimed this was all his i think there's no dispute that mr schroeder has rights to the intellectual gallery whether it's has an owner as a user or the one who he was and is the president of scoot media but he has the inherent right to bring that suit in under the bylaws so there was some corporate formality scoop media had a certificate of incorporation they had bylaws they had their own corporate counsel mr schrader filed that as the president of scoop media that it just wasn't clear because no one had ever resigned which it is a when it was a lumpia educated lawyer yet he was a law student yet at the time that's a point that the other side likes to make yes when he filed that in delaware he filed some things which were not accurate but yet why get away from something that is right there in the record again that doesn't determine this  should answer that directly because at the time your honor mr schrader in good faith it wasn't no one had resigned it wasn't clear who was still and what was a shareholder who was an officer a direct there so i mean as was not accurate let me ask you this question whatever wrongdoing there may have been with respect to reviving the company all occurred after the lawsuits had been filed and not the appears to be no indication or no allegation that mr schroeder engaged in wrongdoing with respect to the company during the time that all the parties working together in two thousand and seven two thousand and eight does that figure into that that timing figure into the analysis for bill pearson which mr your opposing counsel is seeking damages for the company was there and it did rivas and it may be that it had been out of existence but the state of delaware but that's a mere formality it doesn't affect the entity itself whether it existed or not it existed they try to liquidate it and they couldn't liquidate it mr cowen refused to sign a liquidation agreement so the company remained in existence about the timing question i think is crystal clear from the carte blanche case from this court that the period of time that matters is the period of time in which we claim mr schrader abuse the corporate form and treated it as his instrumentality which is two thousand and thirteen and two thousand and fourteen not two thousand and seven and two thousand and eight in terms of the question of  asset i think my colleague has very helpfully crystallized what the issue is here when mr schrader brought the suit he thought he was sitting on quite a valuable claim and the issue was he opted not to share it with the company there was only one other principle at the time a man is it necessary that because he fought that he had some important ownership  rights or value rights in this on its own but that is inconsistent with the company also having rights in the that that's correct your honor i believe that the way that mr schrader cast in because it company right there yes and at the risk of repeating what i had said earlier it was the manner in which he brought the company in by appending them to the caption as a plaintiff and listing them in the parties as a plaintiff but by going out of his way at each step as to whether there's a question is this ip owned by the company is it jointly owned went out of his way to say i own it i never transferred it to the company even the word plaintiff which should be pluralized to become plaintiffs once and other parties joined was edited each step of the way to happy success when you get dismissed well no because it was really filed in state court and unhappily for mr cohen he incurred all these fees all these years because of mr schrader's choice back in two thousand and thirteen to completely dodge the standing challenge what is your theor owns the intellectual property you know it's a it's a good question i believe it's quite clearly something that should be treated as a company asset as opposed to an individual asset because this is all done to the auspices of a company but the question here of course for this appeal is whether there's evidence company based on the intellectual property by the company was properly joined if let's say this was a bank account and we said that the bank account is owned by a entity and therefore the corporate entity should be a plaintiff in a pleading mr schrader company as to who owned what proportion what rights each had in this intellectual property because mr schrader would say i could tributed certain special things outside of the company and the company would say but we own desert and i'm out in the division would then be a company how is very consistent with piercing a corporate veil why isn't that exactly an indication that there was a company and that there is raider and if they are separate and that we don't know who owns what but the day or two different things i'll point out a fact that i think would have helped mr schrader in fending off that kind of claim mr schrader with his own personal counsel cause decimated become a plaintiff and in his pleading caused s m a to admit that all the intellectual property was mr schrader's so any other shareholder of the company would be at step one faced with those headwinds because he'd be saying well the company has already admitted that it's all mine and that's precisely the point that we're making here is that in two thousand and thirteen in two thousand and fourteen mr schrader had set himself up to be enriched by anything that might be said to belong to the company and just based on basic rule fifty six case law from the us supreme court from the second circuit it's our position that the district courts portrayal of events as they unfolded was far too innocent far too sanitized and it's for a court for a jury to decide whether the a pallies version of what happens is the correct one or whether the appellant's far less innocent version is the correct one thank you very much your heart thank you beth well argued