accounting under the group partnership law according to the somebody it wasn't clear who with the buyer would be so there was no evidence in the record at the time of the acquisition of your client's interest that singular or maybe even offer or i think there was an anything in the record before the district court on summary judgment that suggested eighteen team had any knowledge of a singular transaction which it did not disclose having in applying the washington cases is that the washington cases all involve facts where there was a known transaction either a higher amount or a purchaser had been identified that was with client knew that the price was not fair at the time of the transaction or that there was a suitor on the horizon that ws anticipated consummating that deal with as soon as they bought out itself if we can get these people out of the way then we will be free to go out into the market and see if we can find the suitors that will make us an attractive offer for the whole biz i think that in its own self interest and which of the cases seem to recognize well that's not a breach of the fiduciary let me address the limitations on the acting in their own self interest feature because i think it's critical that the turned out that sailor was that the one that was so is your theory that that the minority partners rights were violated before there was a business opportunity here that they were not made partners to and had had they not been bought out they would have been there to share freely and hire purchase price now it's this is not a submit a declaration in opposition during the summary judgment expressing an opinion as to the proper valuation on the property  court he inclusion it seems to me is that the agreement did not say that sales or other tax or transactions could either for the sale of assets on a specified percentage of the partnership or for other acts to be taken in on a violation of the duty of loyally assume that i don't think anybody's really argue that so i mean everybody agrees is implicated probably would agree that the transaction violated but the point of the sta differently in the washington cases and i think almost all others turn on disclosure so if there's a secret transaction or the details of the disclosure that impact on  transaction that would otherwise violate the duty of loyalty so i'm asking you to assume with me if what happened violated the duty to fluently so my question is why isn't why do not the provisions that are in the agreement not ones that aren't why aren't the provisions that are in the it takes away the violation i don't believe that's correct your honor i believe that there is no such provision well it would you like to read it well i mean there's no such provision in the partnership agreement and in the absence of  and it violates the duty because there's no because it doesn't comply with some care or graft little one it violates the duty because it was still feeling and because the agreement is does not allow for a why is the the alternative provision not the one that matters because there is no percentage stated in the partnership agreement to authorize let's two the second batch being in the early two thousand and three was there any anticipation i need him to wireless as part of a transaction with cingular and the answer is no there's not a stitch of evidence in the record on that point the second question the  that the assets were taken and used for purposes of the singular transaction and therefore they were entitled to recover profits from that that theory didn't pan out for the reason i just stated there was no evidence of any linkage between the singular transaction later and thousand and five grew more and then shortly after that as the trial date is approaching and after the judge had already extended the case we get this new supplemental report from mr walters saying here's what i think the value is as of the under i guess they're both pop pop approaches but i see a range there lower three hundred eighty nine million which was the full eighteen thousand number been going up to six determining whether or not there is a contested issue of material fact with regard to the fairness of the prize can we not look at the january two thousand and five walters for which goes into great detail criticizing the put forward reasons supportive evidence with the expert report in addition to the underlying appraisals that were done just for the sale prices and there's an important point about those eighteen she for these transactions would be based on the appraisals that came back eighteen to wireless didn't get to control the price were determined after the fact and said we're going to appoint an independent appraiser we're going to accept that value is the basis for the price but that  unilateral declaration was it i think the majority partnership general partner that that's how we're going to do it and the minority part of civil can't we get investment banker involved in expert and conclude that it is not worthy of belief because it wouldn't be admissible for those purposes it would lack foundation and therefore she would sustain an evidentiary objection to the expert offering an opinion  wireless phone and you go from place to place you're charged and think the operator that's facilitating a call for you of the concurs charges and they charge each other there's complicated contracts to go back and forth between all these carriers it's not a free right it's just of a similar way and say i'm going to take away these negative attributes these partnerships because i want to result that says these partnerships serve industry average rates of return is just you know fundamentally f markets that were imposing all these fees that in essence you had to remove those because they were sort of i don't know that he used this term but sham charges that were being i apply a methodology that would be achieve some fairness across the markets and what it ended up doing was for markets that had a lot of roaming charges it gave them the most competitive  that was available in the market and we've proved them presented evidence that was undervalued that it was rock bottom it was lower than any other rate the was in the evidence and for other markets where the roaming charges were there's electrical case simply for the proposition that i'm somebody just as this is not sufficient simply to point to some ability of trial to attack the credibility on an issue you have to present evidence sufficient to  this needs to be read together with the other provisions that we've cited including the point that partners are entitle to act in their self interest partners can transact business with a partnership that's cited in the same statutory provisions and the  the eighteenth uighurs was presented with presented with a difficult situation it had these partnerships that were formed way back they had fractional interests that were still lingering but the partnerships are now being operated as part of a national business with increasingly complex technology they had a heck of a time accounting for them which i think there's evidence of that in the record as well and it was a costly as it was a huge drain on their resources and is very expensive and they still the wrong activity the data transfer activity where the subscriber slipped and so forth so very labor intensive costly thing to do when everything in t wireless finally came to this pass it did so only after trying every other one you're pointing to that you are permitted to deal with the partnership you are able to transact business with it's ok to actually your self interest you have to be fair about it and you can't profit yourself to the exclusion general partner has been dealing with for many years it was not profiting from concluding these transactions the only the only point the plaintiffs fall back on in order to make that argument is that hey we've got cash and you've got the assets and that's that's s the issue though is whether the parties each receive their program to share a fair value later say we got cash you've got assets but they don't point you why that's a judgment the appraisals on which these transactions were ba expand that analogy i would say but i want to stay in my house even though there are some huge costs that the way you're operating your household are imposing on the rest of the neighborhood well i mean i also heard presumes that there's that title and there's a partnership that will last  it's not a corporation partnership last only as long as the partners wish to remain part and if one in this case a t t wants to get out the question is how do you extricate yourself from it in a way that's fair to the other  and i think if they were varied and if they wanted to pay for it to have their own appraisal appraisal for prepared or to hire their own investment back that's great but what they really wanted to do was to ask a view to bear the lion's share of that pretty court of washington said with regard to the duty to account the standard by the terms of the statute is not whether the general partner acted fairly and reasonably but whether it acte