they need to find the money they need to find some financial and writers to make this thing happen it's a state of the art deal there's a big currency problem south korea everybody knew about all these things your problems financial problems at that time and so it was an ideal necessary doctor says proposal introduced the money now the abb out that's what they talk about also there's no doubt that there is absolute unequivocal testimony in this record that the deal is fifty fifty split that because their expenses were about the same they would share their pay their own expenses and they would shoot for the moon twenty percent of whatever the acquiring financial underwriting group got it really is pretty simple there but it breaks break down pretty quickly cannot in the plan of them my dad says unequivocally do i need another confidentiality agreement he's little there's no way and he says and zappa david there's no way i could change somebody in korea or overseas he want to be protected so a couple of weeks later to get the word back there's no interest in a chink you asia pacific about this same time and retirement's with this doctor sir says oh gosh i got really did very little after that nothing because they were totally discouraged what we don't have any kind of subsequent disclosure when sometime in june and july the deal is admittedly bad mr l started beginning is that ok this guy want to be c e o when you want to figure out a way to get control of the stock of this company g n g telecom and it happened and all the players are in place but the train left the station and good conover we didn't have a joint venture i never had an agreement with good work but you also know the judge found that that doctor so did not do real well with integrity and he called his testimony in indicia of falsity very  one nineteen are anywhere thirty one two thousand two didn't finish producing till july and really made the purse production in may and we trap we have i put the males in the record  we have another problem right for the cutoff that is that we had documents were subpoenaing from h and q asia pacific this is the company the big partner so i was involved with them is the company that we sen that's not what happened and so we filed a real fifty nine notionally court and said you know even hoodwink your honor and the sacred document is one can be on your record i don't know what the rules are so i won't read exactly from it if the court doesn't have any objection was he the internet consultant just a friend of the g n d telecom people well he tells  day gentleman this is time warner it's so low it's so old people that are greedy wanting to take other people that are not necessary of the middle of a transaction is so old you know the whole everything the judge believed was completely untrue and so we thought the roof if you know i mean we said your honor plays you still have time let's get this straight these documents show they've misled you further so we had a lie over his involvement in the lie was really important too because the september sixth ninety nine document about prewar months after said the deal was dead at a time when he's telling the court that he's an internet consultant for driving force in fact out into the driving force this memo says he wants us to take out panama and the local investors run by him will give us their control we'll get control of the deal is good was  fund trading company and it's out of business now aka the student well they still have legal rights but that they still have legal rights they have the right to make a start this lawsuit and they've got to standing after a corporation goes out of business anybody can they can bring their claims and you can bring your claims against them even after a charter is forfeited if they were still within that time frame target was present for i don't know that has been forfeited at all stop part of the evidence but it is the entity which has the climb and it is the entity that is bringing the action now you just stimulate me because i wasn't thinking about  this there was an assignment by good works at a time when it was in good standing to aynesworth and norman and i believe mr ainsworth's father so they would be considered a real party in interest just this in the name of the party that had how do we know that that in all of this these transactions age worth was acting on behalf of good works or acting on his own because he never acted on his own  business proposal with regard to a joint venture between good work holdings and dr sun it nobody's ever questioned that there was any other entity and it's always been that way that was from the lawyer who was helping to deal and  during ventura proposal that the lawyers prepared him for the telephone conference and then said here are the terms of a joint venture and if it's not accepted by whatever day day two later and so they were going to carry their own flight expenses and good work was providing a lawyer to at least look at this and the written a proposal was simply a method to carry that out it was one and so stated by mr aynesworth and mr goddard mr gollop pointed out something  if you look at that proposal it's condition don't hope of being willing to negotiate with that acquisition corp he said you wouldn't have that and you want to get a joint venture agreement that's not part of what ventures are talking about they make the decision to go for it once i make the decision to go forth and figure out how they're going to split profits how they're going to take care of costs and what's going to happen with the go live so once they were unable to agree upon the specific written terms how they then going to carry out they're going to have for one thing mr and makes mr ainsworth very directly said we don't know what a chink you may not want to use this at all i mean if i got the contract h and he was probably going to say and he said he undocks talked about it that they're not going for it they're going to structure it another way this was just trying to get the ball rolling with those doctors i was in a hurry but the money always determines the structure it always does the only way that you can control or t money is to have a non disclosure confidentiality agreement so that they can't do the deal unless they deal with you fairly but the money always makes the decision they have to actually issues and foreign laws and domestic laws there be no way but our group was trying to go down the stock is flowing i just want to type and i couldn't buy it so no it wasn't a joint venture because the joint venture was to go find somebody with money that would say yes we'll go for this joint venture the district court lessons heart charming the embattled way that he missed this one tooth and from a damage standpoint i've got so many sites fifty two teeth the chris things worth half a david at twelve and thirteen twenty eight forty promoted himself and so they got more than just good works good worth was sharing with doctors and then as you know there's a memorandum of understanding with you norman and they shared forty five forty five  percent to be negotiated later good were shared with everybody but the but the go was to go find the financial underwriting yes there is a joint venture there there's also a confidentiality agreement and to boyd if the plain language of written document still means something if party admissions still means something and if the court rules and orders still mean something correct if we look at the term it actually states under the obligations that that one of his obligations would be if they entered into this to develop an appropriate structure for the acquisition of the shares that was going to be one of his wasn't one yet for example john norman's name is on this document according to christine's worth from good worth he insists that john norman was not going to be part of the joint venture here his name is it on the term sheet norman ownership question mark in brackets with the fifty percent that mr boyd insists was agreed on in brackets obviously the parties had not agreed on who intended to formalize the agreement when the parties declined to sign when they had disputes and declined to sign this any agreement they may have had terminated at that point obviously they could not agree to go forward bear in without going through the public bidding process and dr says business plan that he prepared makes reference to influencing the ministry of industry when they had this the telephone conference surrounding this term the it's very clear in the record they all said well we can't do that we're not going to do that that would be illegal we're not going to do it they couldn't come to an agreement richard aynesworth said i had questions about what john norman's role was and they couldn't come to an agreement about that even if there somehow was some oral joint venture already existing which there's no evidence it clearly ended when they couldn't come to terms in writing that the parties intended to reflect their agreement not only has the good worth not been able to show how much damages they suffered or what their suffered there's no evidence that the ministry of industry would have been susceptible to the influence that they were going to try to any of that there's no evidence that good work would have won the bid even if they had been participating in the public meeting process that's all entirely speculative given the fact that the ultimate transaction that went down was very different than what these parties were contemplating we have we have so much speculation involved here that as a matter of law we cannot possibly let the plane go forward and finally won one going to be paid to the korean government or for present purposes it doesn't matter there was no agreement it was a proposal the proposal contained within it not one to drop dead days had to be signed and your honor noted by the next day or the reason for concluding that they have no agreement but there's more than that the lawyer who proposed this draft was asked about was asked whether what its function was and he testified his testimony as set forth  was going to determine if there existed a basis for going forward the worm referring to his good works lawyer who actually prepared the draft this is what he said doctor asked dr so and good words were working together to devise a strategy to buy the shares that we had on without a formal written agreement we were asked by christine's worth and good words to try to put together an actual formal agreement respecting obligations to each other the first step to writing a formal agreement is getting a clear understanding from all the parties what the terms of the agreement are so i would customarily provide your term sheet and in some cases not in all cases i would ask people to sign onto the term sheet so that the lawyers drafting the definitive agreements know exactly what the deal is and are not wasting people's time that's his purpose just in drafting it  memorialize in that draft proposal this is the serial agreement the parties to the series and working under to make it into the parties and it was rejected it was rejected by both sides and after that it ended in april when according to mr ng is worth himself he determined that there would be no further activities under this joint venture because he claims contents of the document the fact that it was not signed and the fact that we have no terms of this kind of agreement but the court in a position where there is no basis for upholding the claim nor would there be any happened here first there is no going venture we don't know the terms of that second the transaction of which were to claim some right to share there's no relationship to the transaction that was the subject of this in mind it was not done by morgan at all it was done by a company of emotive fillion relationship between a company that we see the business plan and executed the confidentiality agreement and the company which was a part of a consortium a done did a deal i did an entirely different deal is a spot in the company received a business plan and executed in green it was owned by another company which own fifteen percent of the company that was part of the consortium so to hold morgan liable for anything that was done by the a p company would require aynesworth to his counsel testify they had no interest in a transaction that required public dealing and indeed that's why the negotiations fell apart because it became clear to them th proposal was based on bribery which would itself provide a full and complete defense to where any other needed you can't sue one in the legal contract and the deal which was proposed doing was under discussion address that but i can tell the court that as from the standpoint of morgan there is no basis whatever for holding it in this case the only thing it did was receive a business plan during the glory days when they were getting twenty a day confidentiality agreement as far as they were concerned had no further involvement with months later a remotely affiliated corporation becomes part of th there's never enough time and i'm glad my wife said yes very quickly first of all there is not a single agent you witness that has ever controverted good w that have you read that sacred document that i read to you a little bit earlier they changed they say eighty six percent control with the local investors but this is not and public good that's only twenty six percent of the stock they ended up getting forty four percent of whatever damn about ten percent and they got another private stock this consortium that went together that was driven by stuff look at that november sixth one nine hundred ninety nine extinct agreement that he lied about his deposition he dropped he was a joint venture the deal was to get control of the stock and get control of the company he drove it all the way a chink u a a p in a chink you both got i any of those things as we sit here today so where are the inferences now public vs private got more but dzhokhar was enough but christenings worth also seventy two the paragraphs twenty eight twenty nine said it didn't make any difference public or private private look cheap or look like we could get the money interested more easily but the money was really interested in please read that that secret document that i read to you a little bit earlier from because you'll say they expected  fifty to one hundred percent or something like that internal rate of return also one of the other secret documents in the one can category is an analysis and it's minutes of a meeting with dr so they expected to go four there really was put into this thing but there was a lot more after that hundreds of millions of dollars now i got to tell you no matter what the deal was if you're a chink you when you take it and you're told that deals with twenty twenty percent reserved in  the c e o would like to assume the position and you take the deal and then you report back no interest and you say but i'll send it my asia pacific group and then you report back no interest in asia pacific is a major player and so is a major player good morning james card for the appellant which is the placer county air pollution control district was to make it clear to the court that it is not county of plaster involved  sovereign immunity which were claiming for the placer county air pollution control district as well as on states are immunity we filed our appeal of that and that's why we're here today