please the court case merchandise company sold general merchandise furniture diamond jewelry in midwestern small market cities such as the go bankrupt by april of two thousand and six six months prior to that dies had talked with gordon brothers and they had proceeded to analyze their inventory and some of their rules state to establish values of it in a general flurry of activity that followed the meetings with the sound bank they reached out to gordon brothers again they also reached out to people who could secure replacement south bank gordon brothers the case do not want to liquidate or go bankrupt they know that because they had offered case twenty five million dollars six months earlier in case had rejected the offer most of the christmas holidays they also said that they would use their financial muscle to supply guarantees to vendors who had to wait shipment in light of the controversy after the sell bank started stopping payment on their checks to get toward flowing again in that they would issue those guarantees within seven days now their plan was to go to the creditors who own billions of dollars as a group and say look would you take a discount of thirty percent or fifty percent off your outstanding bills in exchange for money that we would provide immediately and the plan was if it could compose those creditors then they would proceed with the plan for a turnaround keynes agreed to the first thing whether the tent and the be we had the next group mr friedman has provided a report which is in the record which says that we would have earned eleven million dollars he's would have earned eleven million dollars in the event the liquidation was decided upon and they decided to liquidate district court room was a bit yes and that room would take place within a short period of time there was no time frame for the turnaround stated that was the district court's opinion but in reality instead position he said it wasn't going to  short period of time and it doesn't take much time to say stop buying so many toasters and irons and spend more money and time spending for down still the basic point if you're expectancy damages the payers as pushy reliance you always have to do that your honor i don't i don't run away from that you always have to prove more probable than not to reasonably agree certainly you would have done but what the second avenue that we have available to was is that we were getting that turnaround process that's why the we were expand our interest in furniture and diamonds which the profit margin was substantial in those to same general overhead that you had before and he also said misapplied is not discussed or criticized by the district court if the company was worth thirty eight million dollars at that time and so that opinion was not negated by the district court and if we could show through our factual witnesses that they destroyed the company instead of the fulfillment that representations that they made then we would have damages destruction of the company in our amount in  does have to show that thirty million dollars that he had as twenty two and a half percent of the yellow sea is about the same value as what the company was worth before or brother's  suggestion by the district court that we couldn't identify the name of the turnaround firm but i suggest that in many cases known identification of the person doing something is required for placement  expert witnesses that's what it does damages that's a decision that's a view reviewed by abuse of discretion standard and if you're following the logic of the benefit the party damages the benefit the bargain would be what different way that any jury could determine with reasonable certainty how the financial results of this company which were in dire straits and everyone in this the financial condition of this company was in dire straits would have been different instead of you know instead of writing it for six months and deciding to liquidate not tobar at christmas time they had brought it all the way to christmas and then decided on december twenty sixth ok today we were deciding to but there's no way anyone can tell the financial results would have been different had representations turned out to be true and judge would love to weld in his discretion in looking at professor stewart's report and finding you know one professor stuart doesn't even really try to state that he doesn't really try to say if these are present patients had been true which would have been the benefit of the bargain formulation how would the financial results be different instead professor stuart said as well if there was some hypothetical turnaround firm in the worth and this was the bottom line conclusion bear in mind the company would have been more than one hundred seventy two was two hundred sixty three hundred million dollars more if only they waited until christmas to make the decision to liquidate if you follow the benefit of the bargain it was a complete conjecture piling one assumption on top of another and reasonable assumption and judge would block was well within his discretion in saying record it was undisputed in the summer of two thousand and five some nine months before the events at issue all k s was already thinking about the creation they'd asked an investment banker william blair they engage them to talk to them about perhaps telling the business they'd been experiencing losses the business wasn't going well you know it was it was one of these liquidation warehouses that don't even exist in retail and more in this country i think ok it was the last of its kind out the time and william blair said to them strategic buyer is going to purchase this business you know the best thing for you to do is to is to liquidate so they engaged in by this at the time to give them advice on doing the good asians into a store closing south so even then in the summer of two thousand and five they're already contemplating that this is where they have to go they have to go to liquidation then nine months later when the events of issues take place the circumstances had gotten disastrous for them they had a disastrous christmas selling season and  december and their bank had discovered that they had diverted three million dollars in loan funds to a family owned business in addition to the financial company by lation so the bank is looking at that and they're saying wow you know you've been in violation of financial companies for a while you are reducing business and lose your your trad is to lose more and more business every year and now we find out that you've taken them funds and you've sent it to another family owned business no more no more their report their report says look this business model is broken this business cannot survive on the basis that the bank said look you have to file for liquidation and they hired very sophisticated council member around and they had their longtime trusted corporate counsel john collins and they were planning on a chapter eleven liquidation and it was at that point that they had these conversations important brothers and one brother comes in and says you know he's off the right  pressure off of them this is the creditors at fifty percent of their claims and then comes in and for the next five or so five or six months they try to operate that business and they need good faith efforts to change some of the inventory to change the way they were operating and there was even testimony about you know they had furniture warehouses and they had been using one central warehouse and one came and said we should have satellite warehouses and there was evidence art one of the companies came in they tried but the business was just broken and the time that they were having these allegedly fraudulent misrepresentations or any written evidence in the record that they were talking about this is a broken business there's an even now that the judge will not relies upon were brothers to case attorneys where he says look i understand you're telling the creditors that we're going to try to run this is it going concern for a period of time but we can't make any promises here this is a broken business that we see some underlying value here but we don't want to over promise and there was an l l c agreement that was twenty pages heavily negotiated by sophisticated counsel and then actually had the best efforts cost in our best efforts that they would consult with ok's if there was t the defendants were given permission to move for summary judgment plaintiffs that we would like to make across a motion to do and they described their grounds and their grounds were clearly even if even if they weren't part as a matter of law the grounds were clear the very fact mismanaged the furniture department and there was obviously factual dispute on both issues as to that they had an expert to criticize apartment we had an expert who said we manage the furniture department well we have found two witnesses who said that they had actual witnesses that  would mock said to them he said look i'm not going to stop you from filing a motion but i'm warning you if you file a motion that has no possibility of success you need to consider the application of a whole nother and despite that morning they of success under well known law about the standards for summary judgment that that more into a rule of an sanctions finding your honor we we agree with appellants that on the record below the group we mean the motion for the role of an sanctions against counsel and judge would want discussed the conduct of counsel and that there seems to have been you know like a mistake  sting our summary judgment order for them to be granted summary judgment they would have to show that they were entitled to judgment as a matter of the wall on highly specific factual issues they would have had to have a judge would love to find that as a matter of law we had mismanaged the furniture department in the manner in which we bought furniture and in making a decision about satellite where houses instead of one main where house and any rational attorney looking at issue your honor briefly with respect to the dire straits the case was supposedly and not everyone agrees with that chicago did not agree with that they plan to renew the loan with a slight increase increase in interest rate and they reported upon inquiry that case was taking steps to improve profitability by exit in unprofitable lines and concentrated more on furniture and diamonds rick power didn't agree with that mr seward didn't agree with  with respect to the assumptions was to discuss reduction of best ga expenses but he said it could be read the historical levels and it's not an on want to do something to use history as your guide with the specter projecting what was going to do with respect to the furniture in diamonds the profit margins had increased in the gross amount of sales in both categories had increased and that was the way for the company to defeat the cattle call category killers of the big box retailers in addition to the fact that were started to research the opposition to their motion for summary judgment on the bridge a contract and alternative argument on the bridge of covenant of good faith with respect to the management in operations of the company we thought we were arguing that they had never provided the documents to allow us to do a reconciliation they had never provided the documents notwithstanding the fact that the almost the agreement if them that obligation and only gave them that obligation it said that's not to be six they brought in liquidation wholesale into which is never going to sell and they hadn't appreciated that within a study of the market and we actually had a functioning and profitable furniture department and those specs on the front you were