answer two parts if i may your honor the first part they were defrauded long before the settlement they like a bunch of other homeowners bought into a resort in nicaragua and they and some other homeowners sued the what you want and you're here to  i believe so your honor that's the name so this comes down to what is transfer me in a pain and so the parties were negotiating what it meant to obtain a transfer and was the reason why i want to go back to who has the property i want to go b concepts well this is this is the heart of the issue what does it mean to transfer and it was not defined in the settlement agreement of the t's thought they had and they had it and the the record i would cite to your honor is a document one one the twenty second and twenty third pages and it's the settlement agreement and it starts on the twenty second page which at the bottom right is page three of the settlement agreement and it says very simply they sh the shares the plaintiffs were saying to defendants hey we want to buy the shares from these people there were no physical certificates of the shares i didn't do it by that but that there was no there was no mechanism for doing it that's the whole that i want to just make another point of this clear it was either to buy the shares from existing owners or if there was a shortfall the last paragraph your honour's was to buy them directly from the party or you could have bought them directly from the company correct  was no there was no agreement on how to actually get the shares the first you keep skipping the step there was no agreement to get the cheerios first look if you and i had read that i'm going to get fifty share from you then we can get to the next step of how i get those shias but first we have to agree that i'm going to sell you to share and that was done in a spreadsheet that was march twenty seventh spreadsheet bikies presented a spreadsheet here's the shares w record where they have been an agreement as just to schimmel was alluded to with those agreement that they were going to purchase the shares and all was left to consummate the deal was the actual transaction he put one thousand dollars in escrow is no no no no no no don't no no escrow send me a spread sheet i want to spreadsheet with all your shares we will do this piecemeal this is also in the declaration i can refer your honor so that you know we don't you don't need an escrow just send us a spreadsheet all right we you over your time but i'll give you a couple of minutes for about all let's hear from the other side good morning you are please the court i am michael and running for the republican defendant dance the gist of our brief of course was that no one has really told me what error the trial court made take it to be the basic phenomenon is we have a settlement agreement that was negotiating for the district court and with lawyers on both sides and the district court kept jurisdiction over it as the co had an obligation if he wanted to get casa i'll agree to go and purchase roughly a million and a half b shares of the company and kandor them to the defendants that did not happen by april the sixth what happened by procedure that was agreed to send me a spreadsheet you don't need to formalize it well and i think if you'd said it's a spreadsheet of a million or half shares that he actually owned we wouldn't have had any problem with that but that's not what happened he sent us a spreadsheet of a million and a half shares that he had not purchased and that in fact in some cases the person was didn't own them to start with in some cases the person on the list had refused to sell them and it didn't add up to  ability to buy the shares the finding of the trial court was no that did not happen based on the evidence but would be by fine it didn't judge walsh or the pinion in judge waltzes opinion he brings up for example the situation where two of the potential sellers were getting divorced and mr key was uncertain about how you would go about purchasing shares from people who are getting to forced and he called mr hangal who is not a lawyer for some reason expects mr hankel to respond within a couple of days about how to do that and judge walsh pointed out that it was not mr hank was job to answer lee would  well i'm not sure what hank was supposed to say no what did he say i don't think hank was said anything about it in tank this testimony of what hank was said i talked to mr key several times and i told him that what i thought you ought to do is repeatedly trying to contact them but i think you would return of call it certainly raised some red flags what happened there well as it was explained below this happened more or less over a short period of time on weekend in a holiday period near your younger workers real estate council you never have a problem dealing with the broker when you're trying to boss real estate they always available to them to make it happen i he's a pretty big person yeah but he got beat by selling real estate not about avoiding the sale you know he got big bite by doing mortgages for real estate he's still in sales i'm ok you can call it a mortgage or you call whatever you want to he was selling something  i think i in my own case i would picture the fact that i get about five hundred e mails a day and i have to tree are in them and i respond like that didn't work because mr franklin knew that this deal had to close by april six and he six i don't believe your are the reason the evidence in the rec heard that tells us anything about what mr hinckley was doing those few days what the trial court found was that it really didn't make any difference what mr hank was if shown documentation that was troop would have an obligation to transfer their shares on the back of the mr keys there's no question we would have that duty that's just not what happened you're saying that under the cooperation agreement had there been some indication that the keys were struggling to secure the transfer of the shares that pelican would have a duty to facilitate those transfers certainly if mr key had come to agreements with people to purchase  obligation to appropriately do the transfer or reissue the certificates in fact there were physical so forget it almost it is but administrative task is just to execute the transfer on the good absolutely ministerial there is a spreadsheet that tells us who wins how many who one number from from that person to somebody else but i gather none of these transactions are proposed grand got to that point except maybe one or two for a small number of years i can i can tell you the history of most of them there was a case where the people in hawaii had agreed to sell shares to mr key mr key placed roughly nine thousand dollars in the public on account and then it turned out that the the shares in question were owned by three people and the third person was a person named o'barr and ober had not entered into the agreement only two of those owners that intervened in the agreement that was that block of shares there was another case it's mentioned in the brief where mr key was trying to buy some shares from a woman whose name starts with the but i forget it unfortunately standing here and the brief explains to us that first she agreed to sell them interested i don't want to sell them and then she changed once they do want to sell them and she finished up with i don't want to sell them so we were lucky but ok ok a contention that pelican like you know change of position on how the transfer should be made at one point he said well you know you pay the money directly to the share or you're buying from another place as well you give it to us supposed to do it would only have made a difference if the sellers had agreed to sell and the sellers had not agreed to sell and if the sellers agreed to sell then the shares could have been transferred regardless of what went through the public and account for what or the money went directly to the shareholder what's missing is the fact the sellers did not agree to sell and they weren't interested in selling at the one or two cents per for dollar ticket back during this whole time period shares cents your honor and if you want to follow the thought of of the probable value of castle i'll agree which may have been three hundred thousand dollars or something like that and and you calculate out the number of shares that are involved on a cash basis their shares are probably worth twenty or twenty five cents and mr keyes solution was attempt to buy them from his fellows at one or two cents and he was unable to buy it and if  i make three points the first point regards the now amount of shares in the spreadsheet i would point your honor to document one twenty two the district court's findings as the lines sixteen three eighteen talking about the spreadsheet based on the tally in the spreadsheet mr key had purchased or agreed to purchase enough shares to buy castle agree on the second point and make their owners document one one six dash one page thirty eight this is i finished as part of the settlement they couldn't give the house they gave in the value of the amount he paid to the property and then he had the ability to buy more shares because they couldn't transfer that property the other plaintiffs who sued they got their houses they didn't get  ok here's your house or settlement his house is not finished didn't have a roof didn't have any finishing so they gave him the value of shares the whole point of the settlement the whole point of the keys was to get the house they bought a house they wanted to house the settlement agreement allow them to try to get shares for a lower price and if they couldn't they just would buy from ten cents they were hindered and the one other point that i'd like your owners to consider it's document one one three it's the transcript pages twenty seven to forty one this is what the district court got right but if it plays out way the key see it played out he's going to get these units so you can sit down with your folks and talk to them i'm going to need them here to testify under oath as to what happened if they went dark after march twenty seventh until april seventh the pelican parties are going to loose there is no doubt about that ok and if this was because the keys could have cured that period you can't do that you can't go dark for a week and they come up after the deadline and say whoops sorry deadlines passed that's not going to work