please the court my name is stan kelly i'm here with my colleague brendan wheeler and we represent the defendant appellant chris johnson in this matter is a relatively straightforward case relates to the appointment of a receiver it's been i think thoroughly briefed i'm not going to delve too deeply into the facts but i do want to touch on a few points aviation supply is the primary if not exclusive court case upon which this decision rest and that case has been used and cited well over a couple of decades by multi i can i get this out because i don't agree with that i think that the key factor in this case is the charging order statute in which the minnesota legislature has declared more or less that a that membership that l l c membership is a situation where a receivership is is very apt to be appropriate and that order was entered is on appeal that receivership was granted and is on a and so the only thing on appeal is whether the district court abused its discretion in finding and in concluding that more than a charging order receivership was appropriate now to me that why doesn't that necessarily color the application of general principles from aviation's why well if i if i'm understanding your question your honor i think that what the legislature has done is said on a very limited basis that if you have a charging order you can ever receive or in that receiver is a very limited what occurred here and we're not challenging the appointment of that receiver for purposes of the l l c it's just one receiver financial interests are you are claiming there was an abuse of discretion in the in the powers given to a receiver which was for appropriately appointed under the charging order statute and then given given expanded somewhat greater powers by reason of general receivership principles now to just say that well under aviation supply this situation not appropriate but your honor if you look to the district court order it's very distinctive the district court realize a minnesota statute to appoint a limited receiver with very limited authority and let me be clear about what the limitations of that authority which the debtor as a member of that l l c i just said that it could only conduct that that's not getting to the problem where is the abuse of discretion in giving the receiver more here a piece of discretion is that the receiver was appointed to oversee nine l l c property and that your honor is that a tool for i and i order than that but you see i'm i have i think your premises as to the governing legal principle is all wrong because this statute takes is one step beyond the general situation in which you have to start with whether the situation even warrants an extraordinary remedy it does here that and the question is how extraordinary should the remedy be as as an abuse of discretion review your honor the statute does not provide for in the l l c context to appoint a receiver because it's an authorized all the powers that the district court gave this receiver right and when the district court decided what powers to give this receiver particularly over the none else he property at the district court relied on aviation supply well certainly that doesn't mean that doesn't mean that you go back to square one under aviation supply with well as this is an extraordinary situation it is well i don't think the court determined under the  statute that it was an extraordinary situation i think the only time the court determined that it was an extraordinary implicit is that you the statute base basically says if you've got if this is a situation that warrants the charging order it's extraordinary in a receiver may be needed i don't think the language of the statute indicates that and i don't think that the import of the statute the import of the statute is to provide a very limited receiver in a very limited circumstance and if you're going to expand beyond the if you're going to expand the powers over an l l c property for that receiver you have to meet the burden which is set forth in aviation so your task a variation  don't think it's precisely the question judge slocum was asking but you really are saying that you have to bifurcate this that that for the l l c you rely on the minnesota standard the state law standard because that that's the statute under which the receiver was appointed but then when you expand the duties to things beyond the else the transferable interest in the l l c then you've got to look at it at exceptional circumstance your position you get a look at the exceptional circumstances correct your honor and that's not only my position that's the position of the district court in the district court order district court order which is relatively short has discussion a under the statute discussion be receiver over non l l c property and in the discussion under the not see property goes right to aviation so well and then i think that then i think the judge loken is is is really saying does that make sense and the reason why in my name accent is if you already have a receiver who's going to be looking in the transfer into the transferable interest the l l c why not have that the receiver also protect other assets too so that maybe the exceptional circumstances standard should maybe be lowered for different whatever if you already have a receiver appointed well it's kind of a public policy argument but i'll give you an example so what that would have what would occur in that instance is that if you had a debtor that was worth fifty million dollars and but didn't have any l l c interest the standard for that person having a receiver point it would be different and somebody that had fifty million dollars of assets and did have an l l c interest interest it would it would make from a public policy standpoint no sense number one that's number one number two that's not what the legislature intended and the legislature relied on a uniform you're correct your honor i'm looking at the plain language of the statute which provides for a very limited receiver of very limited powers and so how could it be that if you had one l l c interests that suddenly you were more subject to having a receiver appointed than if you didn't have an l c interest in addition to that if you lower the standards that far and allow somebody if they have an l l c interest to get a receiver and then expand it as a judge stress you've indicated what essentially occurs is that every collection action regardless of what's going on in that collection action you would be opening the door for receiver the cost and expense of the receiver and the fact that this court and  courts have have recognized that that's an extraordinary remedy and so in virtually any collection action where somebody possessed some l l c interest you would automatically be taking that next step to that extraordinary remedy achan you make it make a non categorical order all of a sudden categorical for purposes of review on appeal it's like saying it's like the fight in the briefs over whether whether the district how much how much authority that the receiver was given to either recommend or actually implement liquid liquidations we you review these things in the in the fact intensive way based on the situation and i thought that the district court gave reasons why in this particular situation with this judgment debtor and this a ray of apparent assets there was that there was a  a related inquiry that was needed you're on it doesn't mean that every collection action in the for in the future with a judgment debtor who happens to be a l l c member for point five percent of his assets is going to have a receiver appointed the feds your honor that were before this district court and the facts that are in the record and i would encourage strongly that the court delve into the record because much of what was said in the brief much of what will probably be said here today is not in the record but the facts that were in the record is there was a judgment there were some garnishment that were served there was a writ where sheriff went to the mr johnson's house and said  thousand dollars he said no and there was a delay in responding to discovery that is not anything that is extraordinary that is not anything that presents an extreme situation and that all of which is very common in a collection you don't think though the fact that you have a a person who has a large interest in an l c a and that and the bank is only able to recover three thousand dollars despite what what appears to be significant assets that that could present an extra assuming extraordinary circumstances apply that that doesn't present an extraordinary circumstance and if it doesn't why not because they hadn't engaged in any discovery they hadn't engaged in any deposition they hadn't delved into how he was receiving his his money or in that case not receiving the money and that l l c interest that financial interest was subject then to a charging order to which incidentally we agreed and a receiver for the charging order so i know the that that is not an extraordinary circumstance in fact it's a very ordinary circumstance and it can't be that someone doesn't take a single deposition and then is able to go to the court and say not not that so far legal remedies haven't worked because that's not the standard the standard is legal remedies are not adequate and i think if you compare the starkly different facts from aviation supply in that case the legal remedies were no longer adequate when it came to a deposition the debtor took the th amendment so discovery was off the table the debtor engaged in transfer of assets the debtor when the debtor gave disclosures gave false disclosures the facts are simply not comparable in aviation supply to this case nor to any of the many district court cases that have been decided sense and there is nothing done by the minnesota legislature under the l l c statute that would otherwise change the burden the high burden to have extraordinary leave granted under aviation supply tonight did any of those in district court cases you cite in the reply brief involved l l c orders are charging order i don't know the answer that probably not but i bet you've read them all i haven't should or should not and could not be subject to an easier standard to have a receiver appointed merely because one of the investments that debtor held was an l l c was whether your cases that i haven't read involve were looked like loan payments were really distributions or would that be in the other pot that you're talking about i don't have the l c c after that receiver could make that inquiry because the debtor as a member in the l l c could make that inquiry  essence the receiver the limited receiver steps into the shoes and has the ability to look at what the debtor can look at and again that statutory the books and reckon that thank you i'll reserve my last minute thank you over the corporation the district court complied with the statute which said all that you're allowed to do is to get the distributions which is the transferable interest and then the district court also said and do an accounting get to the bottom of this come back to me after you do an accounting i want to find that what's going on here and the it through oh i'm not even going to order foreclosure so that the district had the power to order foreclosure a year ago but did not do that so what is the is the is the power that they say that the district court did wrong and the receiver did wrong or that he did was order an accounting and the statute says that the that you can ask for information which is all of the district court told to receive it though is get me the information and the did and the receipt with that absolutely nothing other than that well but the district court gave specific instructions when the district court went a little further and said that essential a the receiver  all the powers that were available under minnesota law and i don't know what that but that seems but it is then said that that's that that's that's very that's very very true but that when the receiver went there the receiver could do absolutely nothing because mr johnson had conveyed millions of dollars to his wife to his sister to his brother in law to fictitious companies that he set up owned by the wife and by the sister and so the receiver if you've read the writ of the the or of the report the recommend there are the report of the receiver the receiver did absolutely nothing he couldn't collect anything he couldn't collect anything so let's break it down between l l c assets and not an l l c yes it's it's agreed that in terms of the l l c the receiver did exactly what the statute entitled him to do which is simply to investigate what the story was with the distributions of judge stress or did it on the head the receivers report said what happened here is that there were distributions disguised as loans that's fraud what the real what the court said to do the court said to me if it's a subterfuge will stop the future is fraud and the receiver did it exhaustive examination her i'm concerned i want to finish it but i want to tell you my concern as a sort of the argument that opposing counsel is making which is that you might have you might be able look at the l l c but then when you start looking at other transactions that's something that's more of an happened here is that a a an execution was given to the sheriff the sheriff went out spoke to mr johnson and mr johnson he didn't say i don't have one billion five hundred million dollars i don't have any money mr johnson doesn't have any money with the millions of dollars that is in the record in terms of what he what his tax returns showed and he did so that was st of the number one that he lied to the state of minnesota sheriff when he said he didn't have any money st so there was that inability  company said zero money was owed by providence development to mr johnson that was a false statement and that is in the record because what was before the district court is that about four hundred and eighty eight thousand dollars was owed by providence development corporation to mr johnson so even if exceptional circumstances are required these falsities could be taken into account by that as we were met that we met we met the exceptional circumstances because as the  discretion to do so in the interests of justice why are we doing this why am i asking for this the pass this the pest the receiver already did his report it's an exhaustive report he determined whatever it is that he that he that he determined but the record should be supplemented because for the future what's going to we was going on here is now what does the district court do there was a receiver report which which answered madison said no it's up on appeal i'm not doing nothing as he should but we're ok with that but that's fine typically so what i mean is in that in the future we're going to pick up the pieces right where they are at right where they left off but let me address this breach of the charging or if you die just on understand why the motion to supplement i mean if if the district court's decision was inadequately supported on the record at the time then presumably will will vacate the order and you'll go back in armed with the trustees report saying now give us the powers that the circuit didn't think were justified before so why why does the i mean i think you want the moat you want the motion to supplement to be granted so there's a better chance it will affirm but that's the that's an improper i'm making i think good edwards but well there you are on a let me say this there is more than enough totally ignored the ok and it wasn't so we made the motion for a receiver in april that's four months later that finally he started producing some got some documents but the documents that we got did not answer the entire picture that there was that there was enough here because we had his tax return we did serve a subpoena we had we had tax returns we just did not have a debt we did not have a deposition but believe me this had nothing to do with saving money or any or anything most the that the most effective way of getting the l l c distribution was through the appointment of a receiver because we believe that we put in the record evidence of fraud ok subterfuge fraud wrongdoing call it whatever you will and when you have a recalcitrant general like that who has millions of dollars and that was in the record who is it gives you scattering pieces of paper here and there he didn't even tell us what two thousand and seventeen earnings were that's the most basic information that you need when you collect a judgment look we've all had experience collecting judgments in this court and there are some people just don't have the money and they don't have the money you can't get water out of a stone but that was not the situation here this was someone who was living high on the hog we knew that there was hundreds of thousands of dollars coming in and out what we got we had is that we had his taxes or it simply is not true so that we didn't take this coverage we did we did take discover i think if the again on the l l c there's no doubt that we had the right to appoint the receiver and there's no doubt that the powers the powers that were given to the receiver what's a good duct and a count and the judge didn't make that up there is a there's a statement in i believe it's in the comments to the revised uniform limited partnership which is very similar to this which said that the main benefit  is to get information that's all the judge magnussen did in terms of the l l c he denied it without without prejudice for closure and he says just get to the bottom of this and that's exactly what the receiver did so  terms of exceeding authority the receiver did nothing did not take over the corporation of the receiver took over the the c i could all of the or that or the district were told to do that that would be in excess of his powers but we all know that the receiver is limited to a getting at the transferable interest which is the which are the disks which are the disks the distributions and so that's on the l l c side then on the non l l c side we meet we met the standard of aviation supply right in miller says that it's just it's in the destructive it's either that your usual legal remedies are ineffective or there's fraud we had both so the standard standard clearly clearly was met and the decision should simply be affirmed thank you thank you you think your honor there's a issue with respect to supplement in the record that is also not i think squarely addressed by any of the briefs and if you turn to page twenty four their brief you'll see the issue what what morgan stanley has attempted to do is latch on the district court's order denying the stay and make that findings of fact that this court can consider with respect to the order that is on appeal i need to be very clear about there this there is nothing within that order on the motion to stay that falls within the jurisdiction of the sic this court that that order was not appealed it's not part of the notice of appeal and in fact that order was issued after we filed our appeal and each time i read it the lower court supported the finding as follows and there's a long blockquote but the block will come from the order denying the stay so that is another way in which the was wrote we read what he wrote and compared to the record if you stay within the confines of the findings the judge magnussen made here and compare it to the record it does not meet the standard of aviation supply thank you thank you counsel ok well very often argue well we'll take it under advisement