in favor of the way bright and three small points were three short but important points st the sale of the roger you you laid in the sale occurred in january of two thousand and five i know i did but i am relying on the presumption that if something is of serious justice issue that the presumption can be ignored or the stipulation what case do you have to support that proposition i don't i just see have looking at the the tax court rules of procedure that if if justice requires but if you're referring to the tax court rule why no one i believe it is that's something you had to raise with the tax court st doesn't seem to me that you raise this issue with the tax court st do you agree with that yes so how can you and fifty one b issue for the st time on appeal and had not raised it in the tax court and the nd circuit allowed s counsel committed communicated to the petitioner so that if they did not concede their case they would be accused of fraud and they did that before there was any any amended it titian and so that was was  i did your honor but i believe that this is so important that it requires the stipulation being waived and did you raise this challenge with the tax court no your honor they did not prove by clear and convincing evidence of any particular act of fraud by that way grades i could find no instance in which the web grades are claimed to have done something illegal knowing that it was illegal and i believe that means that the thief is is fails for failure proof the tax court mr rogers at page dollars of this supplemental appendix lists a variety of badges of fraud yes specifically i see for listed there which of those do you say was not prove d i just i can't remember which which badges there were the st one was significantly under state income the nd is feared cooperate with tax authorities by providing invasive and misleading find those being the issues at stake as opposed to a badge of pride in that there's there's no tangible proof that i could find in the record that mr or mrs webb right did something that they knew was illegal and did it knowingly so anyhow stipulated that section sixty seven b was satisfied as roger says just now raised a new argument that isn't in their briefs about pleading fraught with g q larry that's never been raised in the case until now we would certainly say that it was pleaded with particularities but if that issue's been waived having not been raised before and the way rights have not shown any clear error in the tax court's findings on the badges of fraud they put forward sort of their version of the evidence but even if that's a plausible interpretation of the evidence their burden is to show hearing any further questions or seeing any thing that there are any further questions thank you very much mr carpenter mr rogers yes yes your honor i would take issue with the  price being paid this was a contract of sale not a sale to make a contract not a contract to make a sale but a contract of sale and i illinois law once all of the members of l l c have signed off on a sale contract that immediately does title legal title  five a sale was defined as the jack speer conveying title and receiving something in return at that point in time not eric deferred basis like in a real estate closing