started selling engines to power trip she first use a fact recall engine for horsepower engine was proper but then she changed to a new factory called you know a factory we can to if she fell off and had her all the way up to thirteen she put the siding to take it out so when they came into the united states they were they did not have proper certificate of the judge indicated that he would not allow us to use father who bought this company for two thousand dollars from his son out of what that what these depositions would have shown was that best machinery was a shame that everything was off mr mock she first dealt with power troy best didn't even exist when she wanted to say all they ever found an engine guess we're talking about the courts determination that there was some depositions that you wouldn't be able to use it that yes right now and we agree that depositions are hearsay ari and so but there are certain exceptions which would allow the deposition could be yes and so my question is which exception are exceptions specifically are you contending applied in this case parties she was a party in the honda litigation i think the issue came about we're just ladies and believe that they needed be on the opposite side of the for the deposition zero so we contain that is to sign subject matter between parties that were involved in the harder litigation you also get over into the issue of whether or not  in the prior litigation the party would have had the same incentive to cross examine or question concerning the the same issue the court will look on both of those depositions they're not business to a spa the religiously for two thousand dollars wrote one point two million dollars worth of chips out of a company to this new business champion so those depositions focused and oh never never was an issue at trial it only became an issue in this appeal that there was no proof that they want to buy the book for trial but the fact that they're outside a bar one hundred mile  district all clearly establishes that we could not the of the route thirty two that i think we addressed here is the fact that the individual is outside of the subpoena of jurisdiction of the code so i think under ruth thirty two we could have used the depositions of one because of the same subject matter and same parties and then we could have used the depositions under route thirty two because they were outside  do that but the fact of the matter is presented to that jury there was proof she imported the image there was proof she made all the arrangements in china to ship the engines from china to the united they they say she's just an employee of the place well in two thousand they relied on the debit to said she'd make twenty eight thousand five hundred dollars that year as an employee of the same year judge in two thousand and five she sayd they personal guarantee for champion sally's new company four million dollars i have is a woman signing a million dollars guarantee in the same year she said she'd make twenty eight thousand five case it is a non zero decision from the court and notably it was altered by judge graves who is on the panel today in that case the court said that in order for there to be alter  be placed on a shareholder there must be a claim in existence against the corporation the brought cases cited in both sides briefs it was covered in detail as well in judge david reason the court below got it right secondly in mississippi the court has hailed mississippi supreme court in the e d w investments case has specifically stated in mississippi alter ego liability can only be extended to a corporation's shareholders grey which is the similar case on alter ego liability as well as all of its progeny its speaks in terms of shareholder owner principle for power train the plaintiff testified to that at page twenty nine eighty three of the record he testified my understanding is always small was an employee if you look at the power trains motion employee status to ownership status it's never been established that she's anything other than an employee along those lines of mississippi supreme court has commented that the fact that the principal shareholder basically handles all the day to day operations that alone doesn't justify a piercing the corporate veil that's from the gray case as well as the party ca and secondly this court in analyzing a piercing claim under mississippi law has to apply mississippi lol and then finally again those cases are not reflective of the status of the law in mississippi perhaps even more importantly even if as judge davidson noted we get to the point where either there is some proof of this mall was an owner or art alternatively this court were to fire the mississippi would apply the equitable ownership doctrine such that miss molly as a as an employee could be held in vigil liable the play of can't meet its burden of proof on the three factors set out in grey and principly i would point the court to the she did everything but the evidence was that claim and in particular i would he understands the value of having incorporated into the purposes and in the reasons that you do that the accusations or think the closest that our train came to making that kind of argument at trial was to suggest well they're married and so therefore they're one of the same but that particular argument messer that has not been r they're not satisfied with the performance but into teacher whom they look was best based on the contracts richardson versus jenkins builders the plaintiff had a contract with jenkins builders incorporated to build a that the plaintiff either actually believed or was justified in believing that the corporation's owner was personally guaranteeing the contract performance and that's exactly what we have here contractors with best payments were made the best power trains incorporated into the their sophisticated entity they've made a bunch of money selling engines that were imported from china they understand that they were dealing with the corporation not withstanding that there is an individual who is essentially the face of the corporation obviously a corporation is is a fictional item you can't physically do things it has to have an employee or some individual who does that  between joyce ma and power train that's simply not the case the first engines that were imported by a power frame a manufactured by ever find and in the pretrial were the first stipulated fact is between sometime in two thousand and two in early two thousand and three best assisted power train and power trains purchase of engines and related equipment manufactured in china by ever f mr would however admitted lay's al the owner is the individual who actually signed the checks it's my proof that this mom had anything to do with that that she had any control over this funds and so we believe that the proof this is lacking in that regard certainly our contention that those are all derivative of this piercing the corporate veil theory you have to pierce the corporate veil in order to father this mom acting as an employee of a corporation is negligent  know otherwise or be no reason to engage in the piercing the corporate veil of discussion and then your contention that these depositions not just would not have contention certainly that number one getting back to the general rule of thumb which would covered with the piercing discussion earlier it would matter if they'd come in any way we believe was favorable to miss mom the testimony that our train wanted to admit into evidence by way of these depositions was essentially powertrain was under capitalized they didn't keep books they didn't keep minutes they didn't have records they just sort of let this mob run everything but again running everything is not the equivalent of being the owner or shareholder neither one of the proponents ever said anything other than this mom was our employee they never said she was an owner i never said she was a shareholder there are no exhibits those depositions which would establish any of those facts again the only proof both admitted at trial and contained in these depositions is that she's an employee chambers certainly our position would be they would be used to prejudice the jury these are x stores under capitalization the lack of minutes things of that nature that corporate owners corporate shareholders was not a corporate owner or shareholder and so certainly at best the deposition testimony would be used to just sort of clutter things and make it look bad for her so we believe and we'd also stand on our briefs we don't believe the depositions should have come in for various reasons we believe judge davis and was correct in that record very briefly the plaintiff has cited rule thirty two eighty three  the same engine so therefore we're talking about the same subject matter that's not the case is not what the case is hold completely different cases the original case the hobby case involved trademark infringement issues this had sued them for trademark infringement of this model and invest in a power train were working together in the defense of those claims they did not have the same motives or opportunity for cross examination they were just correct that the first engines were brought and what we were making was she approached our trying to get the ever find the engine a certified before best machine was every corporate that happened in two thousand was at a trade show in las vegas so this whole thing started long before best was incorporated she approached them now the the issue was that best machine was no longer a port best machine was no longer a party because we got a default judgment on them because they they were a party in the original complying up until the point that we got the default judgment against interestingly we got to default judgment against them because we filed an amended complaint and the of the process server beginning serving made his new place of business champion machine so what we have here judge is miss mob they were they lead she's an employee she's an employee well what do employees telling her what to do how to run that business anything of that nature she's running the whole show and because they don't issue stock certificates because they don't keep minutes because they don't have  director because they don't have all sourced that's been used against us that we can't prove she was anything more than employee well the whole corporation didn't have anybody she was it she was the only person carrying out the business of best machine she went to china got the engines she shipped to me and she dealt with the testimony was power crime was her own cause they were the only people she dealt