matter of walk but in this case to the extent chicago and northwestern had lodged upon it the subsites liabilities of its subsidiary superior coal those liabilities with chicago and northwestern because one in september one hundred fifty six chicago and northwestern assume the light bill two in december of one nine hundred fifty six chicago northwestern received all the assets all coal mining assets over superior coal in a related and transfer of three there was an alter ego relationship between chicago and northwestern and severe coal and for chicago northwestern directly participate in the mining chicago northwestern board of directors in september of one thousand nine hundred eighty six passed this resolution whereas this company has adopted a policy of reducing the number of subsidiary corporations and in furtherance of that policy it has determined to be in the while the trial court rule that the subject to appoint will statute of limitations refer to the survival act and because of that the trial court that any claim brought past february of one hundred fifty nine would because nowhere with then the resolution is there any expressed reference to the survival of the entire resolution is printed pages eighteen nineteen of our brief your ours and we can look at it and we can look at it for a long time and law we've cited to the court cases from this state that make clear that the illinois survival act is a separate and distinct act from statutes of limitation the case from from the section ninety four is a survival stage rather than a statute of limitation it must be emphasized that the corporate extension statute is not a statute of limitations the morse case will illinois courts have defined their state statute time the subsides and this is something of liability is certainly subject to that statute limitations or three there could be a conclusion that the resolution was somehow and big use on this issue did stash a limitation prefer the survival act before you on the assumption of lively's claim because it plainly said we assume any liabilities subject to stash limitations why did they end well  that in december like in fifty six they transferred one hundred fifty million tonnes of coal whether they did that with the assumed liabilities related to that transfer as for tax reasons we don't know yet whether they whether they assume that liability because they're already testified as you know from earlier that there was an alter ego relationship between the companies we don't know yet whether they just we do know why they why they didn't assume they certainly didn't do it as part of superior cold dissolution process and simply because there is nothing within the statute that required the parent corporation to assume anything especially don't require superior court to certify a point dissolution claims and that's were provided for this is the parent asking the resolution and the answer to why may come out in discovery and if it does that'll give us the central motive for the resolution and that may provide evidence as to the meeting if there is to him based rest but for now there's been no discovery we don't know the reason why you can only surmise several different distinct you cannot read by implication as a matter of luck that when the when the board of directors of chicago northwestern said in one nine hundred fifty six that it was assuming these liabilities subject to the statute of limitations that it included the surviv because that requires you to read into the resolution a term separate and distinct from what's already there and earth moves tells us we can't just in some on the east assume liabilities and mine workings of another unrelated company without express we assuming such liabilities is not liable for subsidence or sinking of land there is due to the mining of its predecessor in title in that case because it's not usually the specifics conduct that drives the analysis but your car going northwesterners remember the overarching rule of law we talk about the very outset if chicago and northwestern is responsible for the mind activities whether it be for alter ego related and transfer assumption of liabilities union pacific is responsible for them as well as a matter of law who is nine hundred ninety five merger recognizing liabilities falls that's the exact thing with regards to alter ego plain thankfully really has no application whatsoever because if two companies are alter egos of one another they are one in the same part the same with direct participation if chicago northwestern is a direct participant in its conduct of the activities and tankersley rule doesn't apply but there's even a more basic reason it is readily distinguish will distinguish will from the present case superior coal the predecessor in title is not a wholly own right wholly unrelated business entity but a subsidiary corporation the fraud claim and had words in the court didn't deal with that fraud claim at the back end of its but the primary holding of edwards was the alter ego claim made related to chicago northwestern and superior poll was adequate he gave us hours multiple occasions to go through this i have never met a judge's friend tell you forty years i've done this and he understood what was going on and what is going on here is trying to in fact impose liability when union pacific which came to this is a stranger forty years after the events that they want to focus on and as a result we say there is no legal basis  tankersley analysis and whether or not you can in fact use alter ego theories to try the stretching on union pacific i think clearly would be responsible for the liabilities that were basically visible on the face of what it was acquiring and that's why i'm not going to go into well i'm not going to read you two hundred fifteen statutes of limitations which are things are statutes of limitations but the notion there is some wall of separation between something that some courts have successors her statutes which limit claims illinois courts have repeatedly referred section ninety four and its successor as limiting claims that she term case the site refers to it as a statute of limitations it is i believe i actually never look at that question it's five years from the date of the subside patients for purposes of resolution then to me there that's a question absolutely i don't believe there's any argument ever been made to under conventional statute of limitations  certificate issued by the secretary of state these were all the things that were done in one thousand nine hundred fifty six and fifty seven they are expressly pleaded on the face of the people's complaint we say as a result it was clear c and w it was following strict rules set out in the dissolution statute in the reason they soon the liabilities in this fashion is because the dissolution statute says they had to make provision superior deaths for two years followin certificate of the solution that wasn't that was a requirement of the law and so what the c and w did was soon provided the subject of the statute of limitations is two years and they in fact there's no dispute there's no allegation illinois alter ego law is superior call decision back in one thousand and forty one two years later is followed by a case whose name of five cent have which was a decision by the illinois supreme court it was actually cited extensively clean slate here i mean these are the criteria that are very well recognized and the fact is they pled none of the things they would have to plead in order to establish it's appeared that secure your call had no real existence and wi permitted frankly is that sort of common sense man on the street view or by god they were trying to escape tort liability so just not fair you know that that issues come up actually over and over again it was question is whether they've led those necessary elements in their complaint now that they had they had a problem because the only thing they know about secure coal what they read about in superior court one nine hundred forty one  to get to those points in deciding cases what we think is right for decision here even if you should disagree with this is whether tankersley applies across the board because it is just a very clear signal that they have not only the elements alter ego liability in terms of any sham existence of superior coal and certainly no point in fraud with they tell you in their final briefs are that basically because they both provides that last element of alter ego analysis in the of course they cite no authority that would suggest that possibly be true and frankly i can't imagine any point if i couldn't come up with something to suggest you that they are sympathetic this because that was the claim made there they were trying to escape liability and that that's a that's a bad goal that's enough to satisfy the illinois house he said that you're absolutely right that illinois among the strictest states in  terms of requiring genuine fraud misconduct some some injury inflicted on the third party by the way that company was created operate as a basis  separate corporate identity and there's not room open allegation that that remotely there are no allegation that anybody was fused as to who they were dealing with there is no allegation that back in the monies were misused and misapplied superior coal was the only five company in fact for triggering this claim the first place why would you go to the bother if you had a solvent ready defense so you always are looking for some way to get beyond the original party so i may be ok with the play dissolution or for other hundred five they took whatever liability chicago northwestern have they could have made an ass of purchased they did they had their reasons for doing the transaction that way they took the liabilities that's the law about all this state it's law in every state doesn't because the medical point's a little deceiving because paragraph sixteen s subgraphs eighth rule oh there are a boatload of alter ego allegations and for mr clear to answer a question well what about they were only selling coal to the parent mr clear response to that was not true he doesn't have the luxury this was a motion to dismiss to six fifteen i can tell you for two hours why edwards already decided many of the issue of this case in this case and then mr clear time what's the point of any of that i know you're really cases i mean it to you and when you rea second prong of the test there needs to be a unity of interest and a compelling public unity of interest in the companies and then the second prong is compelling public compelling public interest can be shown either by fraud or something like that or know what else the profession where i say on this particular issue edwards spoke of health liability against the parent corporation on the basis that there was an identity of interest between the two corporations