thank you i notice they are the third party there normally are time restrictions we're going to wait if you're ready what have you we thin license and you could also consider them to stand age a commodity there's a limited number of these licenses and the prices have greatly fluctuated at this point they continue to go up and up in value because of the fluctuation  value they are bought and sold as though they are a commodity after the contract was issued signed excuse me and it there are certain points and different documents that have to be filed with the city the actual downs in question refinanced by the intervening petition or will transfer incorporated in january of two thousand and eight complain for specific performance was filed against my client by centering the cab two years later after a bench trial  court entered a judgment of specific performance in favor of centering the cat and it is our position that the trial court erred in entering such judgment and that judgment was against the manifest weight of evidence it was offered a trial  evidence we really look at the two points and the first is the trial court's interpretation of the contract itself and secondly the conduct of the parties rather than the actual testimony of the parties regarding the contract itself the key issue a trial was whose duty it was to submit a bulk sales notification to the city chicago department of revenue now the best sales notification is a very important document when it comes to taxicab adani transfers as a stated before release alluded the bulk sales norfolk ation once it submitted to the department of revenue triggers an audit the department of revenue then audits the seller and determines of what is owed to the city the type of charge that could be owed to the city include charges associated with the task can be done in itself such as ground transportation taxes parking tickets and other fines however it also in compas there's other things associated with the seller it could include if the seller owns real estate the failure to pay a lot of bill or a ticket for a building code violation things of that nature regardless once the department every gets and performs the audits that whatever the regs audit results out of it has to be paid before the city will certify the sale the contract itself was drafted by an attorney who represented santa minicab by the name of boogaard block but not block gave significant testimony and his testimony appears to be relied on by the trial court and rendering its decision actually submit the spread of sales notification wendy states as follows the seller shall be responsible for clearing city crown transportation taxes and parking tickets on said medallions and to provide your original clearance documents to purchaser at the time t city it's basically says that the seller is obligated to clear the dates for sale if parking tickets are owed if there's outstanding ground transportation tickets or taxes excuse me the seller's response but to make these payments in the event the seller can't make the of chicago within a reasonable time hear of the documents and page that ninety to ninety two of the record speed ninety three of the record based on the clear verbiage of the contract it's pretty clear that when he controls the day  the purchaser seem to really cab to submit the boat says notification to the city now but not plot testified completely contrary to this point he testified that it was the seller's  routine form that if you look at the actual form itself the only information that has to be provided is the identity of the purchaser the seller some very basic me publicly known information about each entity and then a signature by the information from both partners it requires information regarding the buyer that maybe only don't be known to the buyer prior to the transaction moving forward it also requires information from the seller there may only be known by the seller  himself or someone in his office walked over to say you if they mailed that or faxed it but he does claim that when the boat sales notification was submitted it was rejected by the city it's our contention that now he claimed it was rejected by the city because crosstown cab owed the city too much money it's kind of an absurd statements the bedsores notification triggers an audit so the city can gather exactly what the seller cross cab in this company it was the city it's the first step to the city being paid if the book sells and with a few cation submitted the audit documents are produced both parties know how much the seller owes of the city and cities one step closer to actually getting its money without having to go through foreclosure process or anything they're going to pay out of actual sale proceeds the fact that the city would reject it because too much money is owed is absurd and what is possible however is that the city may have rejected the book sales not included there's very little information provided regarding the seller i did it speaking outside the records a practical matter when you're dealing with the city the state of the county if there's a routine from that has to be case to pay off the tax and the fines and everything else and that's controlled by paragraph one day of the contract however paragraph one he also added the caveats if the seller denied it the ability to make those payments that the purchaser could make those payments with but boast that fronting of money basically being given back to the purchaser out of the closing proceeds but the seller has things  stated without submitting the document to the city there's no way that the sale will go forward though my client did have either of the seller did have other obligations and had to do other things in order to move the transaction forward and there was testimony given that he did what he was bloch i mean based on the testimony offered was really controlling the situation and handling the transaction my client had to produce hard cards for his existing cabs city stickers and titles of the vehicles all of those were forwarded entrepreneur block bernard brock as he indicated in his testimony took the lead in appearing the other documents are required as part of the transfer package of which none of those appeared to have been produced which actually leads me to my second point that  exempt status of corporate officers regarding workers compensation madani disclosure form agreement was not prepared they really didn't know steps were taken to actually complete the transaction in there's more to the point that like to bring up as well terms and unequivocal that was the finding of the trial court and there is nothing in the record that contradicts that fighting in fact the truck court also found that the parties opposing the plaintiff's claim for specific performance were not credible that their testimony should not be believed regarding the facts they purportedly put in the record to support their position with respect to the two issues raised on appeal of the first the second one first in order to prove that my clients were not ready willing and able in order to establish that argument of appeal counsel must first establish that we have band in the contract in some way in fact he argues that mr block was in control of the transaction that he was the one driving the transaction the court found that there was nearly daily conduct contact between mr booker top and mr block regarding this transaction there's no evidence in the record ever suggest that there was an abandonment of the transaction rather that mr a book of top as he testified to disputed with the city the amount he would have to pay to clear these medallions and other debts that his he and his other companies head with the city of chicago that was the reason he wasn't closing the transaction he had an active i'm going to spewed with the city about the amounts that he owed not only for crosstown cab company but for his other interests the court recognized that put it in its order and found that he was the one who refused to perform here the court also recognized the distinction that i think your honour's hit upon with respect to a clearance and a transfer document the clearance is in the interests of the obligation of the seller in this transaction in order to clear those medallions that seller has to submit a book sales notification to trigger the audit by the city so they know how much money the city wants paid not only for cross town care company but for all other obligations to the city and in other regards so that the transfer process can then move forward until that happens there isn't a transfer there can't be a transfer there can't be transferred documents submitted to the city because no one knows how much money the city is going to pay mr booker talk testified he knew it was in contact with the city about what it would take to clear his medallions he never testified that he cleared those medallions he never presented any proof or evidence or trial regarding payments made to clear the medallions because he didn't want to do it and the court getting to the substance of the of the matter then recognized that the later loans the council mention the six medallions however there is nothing in the record with respect to the four hundred eighty thousand dollars loan documents that were dated september twenty seventh two thousand and seven to show that it ever existed that the loan  that the loan was ever paid who was paid or that any obligation was paid that existed at the time of my client's contract that was secured by the six medallions in fact there's no testimony to that effect and there's no document to that effect counsel argues it but cites nothing in the record in his brief and cannot cite it because it does not exist for that reason and for those reasons the trial court was correct in finding one that my clients were ready willing and able to close this transaction found that specific performance was the appropriate remedy ordered so and did not find the testimony of these witnesses credible in interpret ing the obligations of the parties in the contract and understood those obligations for those reasons we believe the court should affirm the judgment of specific performance and if it pleases the court i'll address our cross appeal arguments just want to address there is testimony in the record regarding the loans from merrill transfer the contract itself actually acknowledges the issue of debt by a predecessor of roll transfer the contract yourself mentions the progressive credit meaning debt and then also mentions an additional third party which never was addressed at trial yes so this is what happened in that this matter said they are a commodity so there are various amounts of lenders which land there was originally on these medallions a good step that was owed by american country finance referred to in the as checker and then a second set of loans by a progressive credit union within the record the loans are specifically discussed there's a question which addresses these payoff transferrin it clearly lines out in the trial testimony the assumption of these loan documents if we go to page fifty four of the second day of testimony there's a question asked of mr wiki ok prior to that this is i'm sorry my nine says prior to discussing this further would like to talk you said you paid yourself off did you have prior loans between yourself and cross company answer yes and how did the loan come about i got in this mr wiki i got an assumption from checkered in testimony prior they had agreed to call american country finance checker ok then when you say check here would it be fair to say that you mean american tree financial services yes did you recall on or about the date that you did that it was either a no five or six i'm not sure appears you paid yourself question as a signing of american country fine and services three hundred and thirty two thousand three hundred that's a three hundred thirty thousand three hundred forty four dollars and twenty four country which was checkered that was started by american country finance in a one then over five or six as a testimony states additional loans were given for progressive now these progressive loans were paid off in the subsequent loan and september it was a debt that was assumed after the sale but the loans themselves were existing in on the books and debt was owed well prior to entering into the sales contract so by the issuer separation my client will transfer no matter when the loan and debt is assigned should step into the shoes of the primary lender that they paid off and so that in that sense i feel that in the aware of the contract there's testimony that will transfer self partially could have known that the contract had been entered into but because of the delay in time there was an assumption there was not moving forward therefor consolidation of both the american country finance and the progressive that was recently obtained and then an inch portion not the majority of the long additional funds were white it was a consolidation of two loans and refinance plus a small portion of the majority of the loan or as additional funds the record is again have constantly be have to be corrected by the deponent he continues to say no it was not another four hundred eighty thousand this is on page thirty five line fourteen of the second day of testimony he already only money personally mr bunny brown was my attorney at the time he advised me not to use my personal name but use the corporate there's a complexity with what was entered into and along that route it was given again the low itself was just a consolidation of the any existing debt plus a small portion of additional funds and fees that  funds the record is empty on that fact as far as how long would be paid off that the existing debt already prior to the small portion of additional funds l above that preexisting debt may not have should have been done but the lender was securing their primary position there were payoffs that need to be made taxes and different things for which the parties agreed to get this additional funds to secure their debt that they are the happy they already had a progressive first they already hand the american country so justin many may finances if taxes need you paid or anything else if you paid sometimes a loan amount  the rights of a contract i dish only the same attorney for the purchaser advised the lender to enter into this new debt and that is instance and should be seen as a belief that the sales contract wasn't going forward as crosstown claims that there was a delay there's no intention for separate to move forward with the syria but for maybe the increase in the value of the because these medallions were sold to any seven or contracted and then subsequently by court order sold for only eighty seven five per medallion at the time they were sold i obviously substantial time after litigation centering there's many questions that trial testimony did not address even though there is bits and pieces that discuss the existing a prior  the knowledge that at least a progressive loan was out there as well have a little bit like we do in homes tell us what's been done there are you see sees out there for american country finance and testimony was that was corporate name role transfer and that's a testament that we have in front of us so it's the position of rule transfer that the court overstepped one that they were only yesterday to kape a priority no bad faith that no one asked for that the only person that asked for any relief regarding who transfer was return for themselves they asked that the injunction a male let in two thousand and eight be lifted so that they may go forth and start foreclosure prick and continue for closure proceedings that they had started at the city level and that was further than the city to determine just like a foreclosure court because the process of taxes damage down the foreclosures to determine who had an interest what the valid debt was but instead the court over reach they instead of just determining a priority decided upon themselves as chairman an issue of good faith or bad faith without care company in the streets of threes counsel has referred to many things that are not in this record there is nothing in the record about a debt existing at the time that the parties entered into the contract other than the progressive lol that was disclosed in the contract by the seller there were some other disclosures as well no disclosure was ever made about a three hundred thousand four hundred thousand a four hundred eighty thousand dollars additional obligation of the seller that was in cumbered by the security interest in the six medallions that were the subject of this contract in fact the court found that to be completely not credible that no rational person in good faith in september of two thousand and seven knowing the contract price of eighty seven thousand dollars per medallion knowing the credit history of this sell would have one assumed or taken out an assignment of the progressive wall let alone adding new lending or refinancing an existing lending loan agreement for four hundred eighty thousand dollars of additional money the court found that to be completely not believable that they did this for a proper focus to produce to perfect an existing set of liens not only for the three hundred thousand dollars that was known and encumbered the six medallions but also additional loans that the intervenor claims were also secured by the six medallions there isn't a single document in the record there wasn't a single u c c financing statement presented and evidence at trial there wasn't a payoff letter presented in evidence at trial there was nothing to support the existence of this claim security interest that exceeded the value of the medallions according to the contract price so you argue that this is the bas or that the court bench straight or not in good faith that you can't claim the right to foreclose a security interest when you did not in good faith extend the credit that you're now using as the basis for that claim a stopped from claiming priority over a contract you knew about you know mr o'quinn he testified he knew about the sales agreement long before the september transactions he testified clearly about that the he testified he knew about the quebec credit history of this self and yet the quote was expected to believe that not only would he assume an existing loan for three hundred thousand dollars which would be more than adequately paid off by the sales price but also that he loaned four hundred eighty thousand dollars of additional funds to be secured by these medallions the first security agreement produced and the only one produced at trial in evidence regarding this four hundred eighty thousand dollars loan secured by these medallions is the one recorded in september of two thousand and seven there is not a single bit of evidence in evidence about a security interest in excess of the progress addition to the progressive law that was known at the time the contract was entered into that's where the court found this to be unbelievable and it made sense because if prices as counsel have contended were going up what's the best way to get a better price than the eighty seven thousand dollars per medallion to make the buyer think these are been leaned up greater than they are and the only way to get them is i have to pay more money through or even better the buyer will just back away and will find another buyer at a higher price because now were many months down the road we delayed disclosing as the court found the seller the liberally didn't perform had a dispute with the city as i stated earlier and deliberately did not perform the evidence is there in the record to support the court's findings not only the findings i credibility but especially the findings on the facts that there is nothing to support the content he's contentions that are being raised on appeal for those reasons we believe that the court's order denying the claim a priority and ordering specific performance is well founded on the record well founded on the law and fa with respect to our cross appeal addressing it now the court found this country to be clear definite and unequivocal it includes the terms with respect to who pays for our action for time that it did not say that what it said was the seller may pursue an action for specific performance the seller me obtain a court order for that and if it does it is done at  the buyer may pursue the action for specific performance with a court order and if obtained it would be done so at seller's expense mr bowker top testified that he has sold many medallions that he has never engaged counsel for that purpose these are as plain a word as you can use about who's going to be responsible if we have to move for specific performance as the buyer it's your responsibility it will be your expense if my client has to obtain an order a specific performance in a court doesn't the time for both he or you will get their own attorney except as otherwise provided in the contract and we believe that's a very direct statement in section four that clearly says if under this limited circumstance we have to sue to get an order specific performance it's at your expense selo otherwise the parties bear their own fees there is nothing unique about the words attorney's fees yes the cases do discuss you if you use those words it is clear but is also very clear as written in the contract there are no magic words or there is not an inflexible requirement that only to shift these you must say the words attorneys fees this by this seller had a clear understanding from the plain simple words of this agreement you don't need to look to the testimony of the parties to understand it it is frankly that in the context of legal documentation it takes away the need to be precise in terms of exact use of phrases and words it's a very simple statement in english that this party can used those words but that doesn't diminish the meaning of the phrase that is in section four requiring the seller to pay for action to obtain an order for specific perform it's clear that there's no magic to the words attorney's fees yes it is what cases discussed might be preferable or more desired but it isn't a magic set of words or phrases that shift fees fees and costs in in the middle in the making of case the word attorneys fees was not used yet it was held to mean attorney's fees and costs likewise here the word attorneys fees is not used but it couldn't be more clear that if we have to go to court it's at your expense the seller knew that he took that risk the court should have ordered that he pay the tourney's for these costs and expenses of the buyers and we've asked that this court reverse and reman now informal conversations between the two of them and informal conversations with between admiral in the city of chicago no substitute for formally filing the bowl of sales notice with the city so th revenue can begin the process of actually determine what is owed whether or not that will be disputed down the road that initial stat it does not appear to have been taken regarding the funding of the four hundred eighty thousand dollar loan that information has been a matter of record now the trial court recognized that there was testimony in its order that there was a four hundred eighty thousand dollars loan made to the defendant in addition to the refinancing and  the progressive loan by will transfer and there's one thing that really stands out with everything and a great i think it really has to be taken into account by this court if seem to raney did not abandon the medallions for will transfer and further income for those medallions why would he put himself in bad position now he's the only point of contact here there was clear testimony from put himself in the position of over encumbering the medallions in question as an attorney i would not want to be in that position i can't imagine any amount of money that would be worth putting myself in that position between two separate clients based on the way the agreement is drafted it's clear who is supposed to submit the book sales affidavit to the purchasers based on the conduct of the parties specifically bernie brock's actions preparing the boat sails notice abandoned the contract therefore we feel that the order for specific form should be overturned regarding the cross appeal we're going to attorney people vision it's long standing case law here in illinois that we follow the american rule parties are not in obligated to pay an opposing sides attorney's fees unless required by state units or a contract specifically stating the case that that is the case attorney fees provisions fact the contract requires that those words be used if you're going to try to make a party pay for attorney's fees the actual verbiage bed's seem to me relies on for the argument is that the purchaser may require specific drafted this agreement was asked at trial where he thought that meant he did not say it included attorney's fees he simply reiterated the i forgot his exactly which they basically restated that if a provision with a couple different words  supports that attorney species not be given in this case the trial code read correctly the case of qazi vs ishmael that was cited was dealt with a very similar provision in the kazi case the provision in question stated in case of any legal action arising out of the above default the party in violation would be responsible for all costs and consequences the prevailing party in that case argued that consequences should include attorney's fees just as present here the court found that there was no testimony indicating the consequence should include attorney's fees no it couldn't find any reason why they should broaden the scope of the early disregard the american world and broaden the scope of consequence to include attorneys fees lessers explicitly contracted counsels discussion of the cause he case and the phrase that was used in their costs and consequences i believe that court correctly recognized as very vague consequences that is subject to interpretation expenses not mr booker as the seller knew exactly what his responsibility would be the difference between the word cost and expense expenses fully accomplices what it takes to achieve the objective or goal or purpose that can be attorneys fees costs that can be filing fees that could be any other number of things in order to achieve achieve that objective the definition is fully compassing of all that it takes to achieve an order specific performance that's the dictionary definition of the word it is not subject to vagary or interpretation whereas consequences as used in the  found correctly to be quite vague as to what is the consequence of a cause of action did that mean damages attorney's fees it was not precise seller's expense is very easily understood by the seller and for that reason we