finally please remember non pornographic on the cork of the artist i'm going to record these proceedings today i have one question for the clerk should we wait for the audience to come up on the screen i don't see it now it's not necessary provided that in the event of a terminations of employment of a shareholder the corporation would have the option to purchase all of the shares of the terminated employee slash the amount to be paid by the corporation for those shares is to be determined by section ten of the shareholder agreement that section provides the ballyhoo shall be determined by a mutually agreed upon business valuation company if the parties are unable to agree upon a valuation section tamper vides that the valuation shall be the average of the valuation provided by the corporation and the valuation provided by the shareholder who shares are being sold in this case both shareholders agreed to obtain a business valuation from the anders c actual email from mistakes counsel they say we agree with anders performing the valuation that we reserve the right to get our own valuation from kemper if we disagree with so communication so they agreed to have the endurance performance but reserve the right to disagree with it and get their own which they did  you know a lot of this case depends on the issue of what is a business valuation right that's correct  gauge meant has a very specific meaning under certain standards right yes your honor so i guess my question is why why do you keep using the calculation analysis which was something very different that miss error and recognize she she's she recognizes that whether it's called the business valuation or it's called evaluation  she did initially was neither it was a calculation analysis which i identified as not being a valuation at all whether it's a business or otherwise rather it was something less is applicable in this case because that also is not written into the agreement i don't know that there is an agreement one way or the other i know we have preferred to them as  some reference in the case as to what a valuation is but in this case the trial court relied upon the definition of valuation supplied by ms takes expert herself mis she gave the definition of what a valuation is and in the court's st order the court recognized that the calculation analysis provided initially did not meet that definition to a great extent and the court in this case have relied upon the definition of supplied by mistakes only expert miss errant in in defining what a valuation talking about when the now you have to sign to define what a valuation means what we're talking about exactly the definition of what we're going to be functioning under  in retrospect i wish it had i wish it had provided more guidance in that so we are left to look for a definition in this case the those are among the things that mr heron supplied in their definition of what was required and isn't that how she got down to zero is basically doing that she did not get to zero are our expert young i'm sorry your expert anders it took into account the overall market ability the market trends things like that that's my understanding and it did not happen in the calculation of analysis and one of the important parts of the definition i would say is that miss arab supplied is that it provide it show everything they did she showed nothing that they did rather went back to the original calculation and didn't include any of those things that she's shooting but i noticed in your brief that you talk all about their experts analysis you spend very we had be used they have asked the court to accept it and average it with their valuation so they're not challenging the r s as a valuation they're monthly they did not dispute it but as support to use it well here's my question about your valuation because it seems that the court concerns your expert and that's why i'm confused if the court except in your client's and zero and theirs and five hundred and some a one thousand why didn't the court just average them  she specifically said i am not ruling on whether or not you have to buy them in which case it would have been the have but rather i'm just ruling that it is a valuation within the meaning of the shareholder r so we never reach that point so do we have a final order here she indicated her order was a final an appealable order that's all she was called upon to decide and that's all she did it's just  the markets and things like six and ten seems to say that should not be done says notwithstanding any provision the contrary no value ration shall take into account any discount valu my honest answer is i don't know i would have to go back in analyze his report again which i did not do in preparation argument because i didn't i understood the part so if i could continue on here i think what we look at is the st order of the port found that miss aaron's calculation analysis simply was not a valuation in fact miscarriage herself admitted it was not a valuation it was a calculation that was in fact in the calculation  else she said if we were to do a valuation it would be maybe very very different but that's not what she did the trial court relied upon that statement by ms sh noted in her order when she rejected the calculation analysis then after rejecting it she gave the court gave permission or misstate to get a valuation and it took almost nine months to do that and when it came we expected to see a valuation that was in a port with the definition supplied by ms aron herself and would support except so when we got it and we looked at it we see that it is almost identical to what was initially presented and rejected and when we look at her definition of it we cede her definition includes that a thorough analysis of the industry background of the client adjustments to the financial statements for economic reality and writing a report that lays out everything they did and what she did for the nd report does not meet her own definition importantly it doesn't lay out everything she did in fact she makes no mention of analysis of the industry no adjustment for financial statements background of the client and when i question her about that she said that she did these things she claims she did these things but she did not mention them in the report even though her own definition requires that she give the full background so a valuation but when you look at it and it and we provided the court with a copy of that underlining those portions that are the same as the st report and the court will see that it's almost identical exhibit days almost identical to these exactly the same exhibits she's exactly the same the calculations are exactly the same and the number she a right that in the analysis is exactly the same and she uses a calculation and i've gone through this in my brief but she uses a calculation that is based on inadequate information in fact she admitted she didn't have adequate information to even make that provided and find that it is not evaluation within the meaning of the definition supplied by her own expert and to order that the trial court find it is not analysis to accepting the sat almost exactly the same thing as evaluation was the fact that mistake all that evaluation but a calculation and that was says by any other name is still a calculation analysis you did you take into account the market the market and again what why would she have to do that if this is vision in section ten it says they shouldn't do that what's the relevancy of you asking her to do that if there's a provision that says don't do that the relevance of that was that that that was part of her definition when you look at how she defined it and she looked at the industry  and the other issues that would have the and we felt subsumed within the definition that she had given and so that's why i asked her about it because she defied it that way we believe that is absolutely clear is that the decision of the circuit court was correct both on the basis of illinois law and also on what evidence was before the circuit court before i address some of the issues of  that i intended to want to respond to a couple of things that came up in the questioning by the bench st of all of response to justice case request remark about business valuation the like we definitely do have a fundamental difference with the pa with payroll is that give us a valuation by a valuation company and then we'll average it with the other have value ation and come to a purchase price is nothing about language about business valuation or as we'll get into in a moment  engagement as defined by the ai c p a nothing in there about calculation engagements or the like it just simply says the value that your expert determines is the fa record market value of the shares and so there is a fundamental difference with that let me begin with that in regard to your question justice and case about whether or not we were waiting to hear what  was before we decide what to do with just counsel is just wrong and i raised this with him in the brief i'm surprised he didn't go back and become prepared with that by the pleads itself as before the court and i've drawn the court eighty eight so there's absolutely no dispute that in fact we didn't he see what his reports were we were already suspicious that it would not be something we agreed web we had our own expert and they were fully informed of it before we ever got any further on a report prepared by anders didn't come in till july so says more than a month before this happened i think that we must begin with the construction of the contract by looking to the words like cases of this in the supreme court are legion that the words of a contract are the best indication of what the parties meant and intended now what are the words s counsel committed to you just a few moments ago isn't any dispute about the home so if we look at the language of the contract the clear indication is that the plaintiffs that the decision of the circuit court was correct what does council say in response to that well it's not of the fine turner well that makes it even harder for him to overcome that ordinary plain ordinary definition because the case law has including its own court decision in the st case is that you know when you don't define a term you use the plain ordinary meaning of life in less there is strength evidence to show otherwise counsel said in this brief that extrinsic evidence would be admissible is absolutely right but he didn't do that the trial doesn't add any evidence of they drafted it but they didn't come up with anything to tell you that there would be anything different in the plain ordinary meaning of the word what also is missing is there's no evidence to indicate that there's any customary definition within the industry that these parties were for  practicing which is payroll leasing leasing employees to other customers apparel services there is no customary definition that the parties would have permitted to resume to be assuming that use but what his counsel say in response well i'm not sure and the reason he's not sure is that it's not the case no one ever said in this contract that only accountants could value this interest they could own they could have defined what industry would be used for a valuation company but they did not as presumably they could have gone to talk to somebody at wells fargo or some other investment company offered an opinion about it there's no standard  the only qualification in the contract is it must be a company engaged in the business a bag companies well having said that council says well still it is they did both use accountants and that's true so what if we did that what if we ignored the fact the contract is silent about that and just assume that the definition of valuation in this contract is what accountants use when they use the word evaluation well if we do  explanation as to why it becomes it but even if we rely on it they say the word valuation as but used by accountants is valuing a business or a business interest is no different than the plain ordinary meaning of the word so council just this case just falls apart on that and we've honestly believe that that should be dispositive of the case but let me go further and deal with some of the issues that he's raised both in his brief and in this court now i want to be gin by saying that a great deal of the problem we have here is the use by lawyers of terminology that is not legal terminology counsel ask an expert witness in this case ms evans tell me about the definition of a valuation engagement and the difference between and the calculation gauge and she starts to explain and she says well either one of them are acceptable valuation efforts by accountants but they have different expectations under the standards of my profession as he elaborates on it she keeps referring to the valuation gauge with a full blown business evaluation or a full blown valu on and council persuaded the court and if in the st harry to say well this is a lesser standard of examination this calculation that was done in two thousand and fourteen and surely the parties  if you want to offer an engagement evaluation engagement as a i see a c p a would require i will consider it that was done in two thousand and eighteen and what is the difference between the two approaches well you can't write a valuation engagement under a high c p s c p a standards without extensive evaluation of the lots of material and she did that and counsel knows that said everything i did only confirmed my earlier opinion it's clear propre way to value this the shares work to see what this company did when it bought some of the companies that had bought in the year two thousand and thirteen and using that formula of two dollars times the computer earnings of the business she felt that was appropriate in two thousand and fourteen and after all this additional analysis she found all of that reconfirmed i can read you the sections of the  reefer she said that if you if you have any question about it but the bottom line is the reason the numbers are not different is that the report is the same in terms of final numbers not because it's not account and not an exact valuation gave b ecause that's the methodology she thought was appropriate counsel makes a serious point here but i think an erroneous one when he says well it doesn't have all this discussed in the record now what he should have said if that were meaningful is to say that's not what was required by the contract was what the section ten of the other shareholder agreement doesn't comply with what was required there in the reason he didn't do that is because there's no requirement in the section of the shareholder agreement to report how i wish and company comes to its number there's no value no requirement in the contract to say what you consider but not all the only find persuasive doesn't require in the contract tell us anything about how they reached that conclusion only we rely on their professionalism to come up with a number of this consistent with i guess their fair judgement of that professional so that's what the contract is all star yes ma'am i'm sorry the judge didn't reject your experts first report  and i'm not sure what changed the judge's mind was you think it was a discovery deposition where the experts now have the opportunity to explain more about what you did because it does seem odd that the court would reject this analysis at the get a fair question let me see if i can address it as best i can judge i think two thousand and seventeen order the court is  aaron this was a lesser standard of research and requirement and there would have been a higher one available to her which would have been the evaluation gauge meant or a small blog devaluation which is the way she used the term and i think the court was concerned that perhaps by using something lost the most complete possible analysis or most expected most rigorous analysis may be the best way to put it that perhaps that would somehow compromise the rights of the peril services so i think that's the reason she rejected that that decision that order judge and upon review when parents comes forward and says i have given you a report and my now let me just say to you that there is no evidence absolutely no opinion offered in this case by mr morehouse by the anyone saying that what the kemper reported two thousand and eighteen is not  is if the court grants the relief you want that is affirming the trial or then you believe the case is over you just average  it's a matter of math i don't think there should be an issue about that just putting together divide by two so i don't think there's any problem that but that the issue really comes down to the final thing the council says it and he just this suppo appalling to me that he doesn't deal with this issue he wants to say well there's nothing in the record about what that she did these things that's not true he asked these questions it is on the record she did it well he says but it's not included in the report it's not in m prefer the court to page five hundred and fifty one of the record this is where morehouse's is answering my questions and i asked him are there certain expectations of what a report of a valuation gauge it would include and his response agree with that and both he and aaron's relied on that for their reasoning not to have pages and pages of discussions about things that they didn't ultimately rely upon they did the investigation but they didn't rely on it he knows better i think if he doesn't he needs to reread reread the standards because they are clear there is no standard requirement of the as a housekeeping act and there's certainly no standard out of this contract if i might summarize we think the language of the contract controls here the language says is that evaluation when it clearly has it meets the test of the plain ordinary meaning of the words even meets the test evaluation as used by accountants if it meets those standards that should be the end of this discussion it is determinative and all the objections of counsel are frankly without merit we urge you to affirm the decision of the lower court thank you just a few comments let me st address the issue of whether whether they agreed that anders could perform it believes the numbers are correct and agreeable or accurate and agreeable and if they are not agreeable then she would hamper that's what we understood and that's what happened we got the answers report she disagreed she got a camper how does that relate to our defining valuation in this case is that when you're asking this court to do yeah i don't i don't think it's an issue that goes to the ultimate question of whether they agreed or didn't agree we know they didn't agree and they got the wrong but what they got was a calculation analysis which their own expert at mit it was not a valuation that's clearly stated by their own expert and so we don't have to guess at what the definition and their own expert define a calculation analysis does not include all the valuation procedures evaluation set out everything they did she's and i never said there wasn't anything in the record about what she did what i said there's nothing in the report about what she did in her own definition requires that she lay out what she did give an example she says that she did a comparative analysis that was her testimony comparative analysis of the company over time when i asked her if she ever wrote that down any planes she said no i just did it in my head but she put nothing in the report about that or anything else she said was required to be in the report in that it even though she says she did it and even if she did it we don't have any evidence of a print do we know nor do we have any of that in the report which she says was that we were in that of the valuation so when you look at her testimony it's incomplete and it certainly doesn't meet the definition i need to ask you one question about the not the pleading that you originally found was the declaratory judgment action in their brief when you look at the standard of review you talk about summer of judgement my question is what do you