with the attorneys we're going to make a presentation today please step up to the podium and then identify yourselves at the party represent morning again what we have here honors is a case of first impression i believe that judge martin in the trial court dismissed this case with prejudice because he believed that a case like this could not proceed against the person is not an officer shareholder or director of the corporation which clearly mr ebbers your was not there's no question about that but if we look to the form over substance in this case as the cases tell us we should do if you should do it should not matter that he's not a principal in this case and i believe that's the way he set this matter up and it's been alleged in the complaint he set this all up through his sister being the baker at this bakery and his supposedly has brought a loss opposed to being a president or officer here on the documents but he had no role in the corporation so if we look at the factors in the two prong test for pearson of corporate avail out of those eleven factors that have been cited in the case particularly the fine tannic case well the only ones that are not involved would be about the arms likes transactions where whether in fact there is some type of operation by down a shareholder we don't have that here because there were never any shares issued so basically all but the two factors i think would be met here and have been alleging the complaint you know we can agree can't we with at least in illinois and i understand other states that's certainly not the case but person who's the target being a shareholder officer director or employee of the corporation there are i'm not aware of any case in illinois that says that i think that that's probably crux of the issue here and that's why when the tomato case was cited referencing other jurisdictions in the five ten a case the case from connecticut that's what came up regarding this this was kind of a reverse gear sink action where actually two principals who are suing to guarantee sued who they thought it was  you want to protect people who are involved in corporations whether they're just the shareholder or the director you want to protect them because that's the purpose of a corporation no doubt about it you don't want to pierce that unless you have unusual circumstances ok but they said when you've got evidence that some person who's not the person who is a shareholder officer director who is showing control of the corporation that should give a court pause and say well what is really going on here the court should then be less likely to worry about the veil because he must have some super some superior dominance otherwise how could he control anything he's not even a principle you've been up here before on this case and went back to just martin and he again dismissed the case and at the hearing i believe you asked for orally for leave to amend right what is it that you think you could have amended to leave was given you to allay whatever concerns the judge may well there were some things pointed out by the employees brief regarding  opportunity to say look you miss this element the cause of action therefore replete it but i don't believe we did i know i request release of what about knowledge of the involved in setting this whole system this whole corporation up and the one that was directly involved and he set it up because he had this other businesses and he was being seen he was big supply bakery goods by other businesses he figured want to set this up for this  agreement or trademark agreement with crackers court correct if we're going to go outside here and say well if we agree with you that we don't we're not necessarily going to get the stockholders and officers if we go outside don't we at least have to show some type of misconduct we're all struggling to say where has there been an allegation of the knowledge of the violation of the secrecy agreement because without the violation of the secrecy agreement if has recruited another bakeries i believe it allegations are that he hired sloan for that purpose he hired sloan he knew she was there or had baker because he had prior knowledge in dealing with this bakery we live in a situation where he set this up started this business and ha missing ok this this what we're trying to suggest that you know that there's more that needs to be played even if we go along with you on the fundamental question of whether or not that they all should be peers for somebody who's not a shareholder but he is a bad guy ok let's say we go along with him for the sake of argument there where's the substance that is needed and this issue that we're talking i think it's still lack otherwise we're just making a theoretical statement about what the law should be illinois video you're seeing without there being a case that brings that to the fore because if there hasn't been a violation of the trade secret acts alleged it's really with knowledge as to the targeted defendant you're talking about then it's just a theoretical musing but we've also led now we have the written agreement which is between sloan and and the and silver myself i excuse me my programs we've got the issue with the trade secrets that if they're putting out an identical product to those in telling people look we've got these products the but you know i mean i place the ball but what i'm saying is this as just as houses question and statement of the n f l is concerned that people are always trying to copy good ideas the question is is it a violation of the trade secret act to do it and if it is does the person you're targeting have you allege that that person had knowledge of the secrecy of the item and  i think the three of us are all struggling to find where that has been alleged ok right and also if i can point to some of the points regarding the dissent by judge by the judge in the it's muscle case he also talks about they are when you have a person involved in a corporation and in this situation there was a lesson to masa case you had this person in the in the in the wings there controlling it through these other officers were fixing these personal guarantees and i know the these are the directors we assume that they're true and i think in our situation i'm not saying there were any reports filed on behalf of silver fox but had there been we have too soon they would have put down that mr ali i think his last name he was the president one effect he did nothing he had know by the his existence in his involvement we did know we found this out during citation proceedings incent questioning him under oath and also questioning his sister soon and his brother in law who supposedly were the people involved the corporation that's when it all came up you never instituted an action against him individually for what you're claiming would be liability under the trade secret that that's basically doing is you're you're you're going sort of a security this circuitous route to hold him responsible for his actions in the corporation but with what you're telling us he try to close the corporate veil then you're still didn't do it as a reason because i thought that the best course of action against him would be that all the dealings were with this corporation week regarding the silver fox was involved and whether direct action what the theory i had even considered it because i'm not sure even sit here now thinking about it there would be a direct action against him other than the person a corporate veil well i mean you're basically saying it was his idea to do this and you're basically saying that your allegations constituted a charge that he knew that this was a secret and tr get the secret agreement breached why wouldn't that be actionable isn't that what the trade secret action is all about i suppose it is but i hadn't considered filing an action against them directly you know i saw this was the circumstances in setting up this corporation that being all the dealings that this was this was the way to go with them against mr ever see or and again as we know here's a clip of a i guess technically there is a remedy very high standard against him directly for that we would not be able to meet that meet that burden directly against him and as i stated in my brief we don't have to have actual fraud proof i mean shouldn't if we did here that would be a factor also came up in the brief regarding mr editor's knowledge and his ability to defend this case but certainly i think it's clear that he did have knowledge of it he was involved he hired you retain the attorney defend a corporation for a period of time and he has basically abandoned it doesn't it and his own choice and took in took the chance because i certainly have thought about this and i put i've probably had conversation with clients who are involved in a small corporation type issue where they've incorporated say well if it ever comes push comes to shove an a judgment against the corporation you have to be very careful to show that you met all of requirements and you've followed the court for maladies for fear that there potentially could be something for the action against you that's always a concern that you can't just set it up as a shield when it's really not a legitimate corporation under funded no assets really run like a sole proprietorship and effect is using it as a shield when it's one and only for your benefit and again if the  in this big case of first impression is an unusual case no question about it just like with masa case was an unusual case regarding what was going on they are but again with the go back and forth between the sat down and the and the majority in that case it was  such martin was relying on the f a tape it had been attached to the motion so we've got to go back to ground zero so we go back to judge martin and george martin obviously states before it's ok are you writing on the splitting because we clearly know the defendants now going to file a on when he stated that i'm not going to leave torment because one you've had the opportunity and you expect took advantage of it to work we don't have anything new with it's actually been play the only thing that could have possibly have been play which of ten they then had another two two and a half years since that time so i know that there were only in the first image a complaint that i've been in plenty cases where we're on the seventh or eighth amid a complaint but look at the time frame and the amount of discover cases what this literally mean relates to the circumstances of the particular case so if there had been the qantas party said and there was a time crunch or they didn't have an opportunity to take discovery it's one thing but there is never even been a presentation made by the people who know how to bake you have to show that there was room for count on the issue regarding taking this business away there was no way allegation that there were any breach of contracts of exclusivity agreements or or other issues the only allegations were here's the general story of what happened mr officer was intimately involved in starting his sister's business obviously it was a quick failure because it was incorporated in two thousand and six and the south in two thousand and seven didn't last very long but ok he was when that motion for reconsideration disquieted will do the church martin was willing to consider this connecticut case and to perhaps not necessarily expand but to consider applying existing illinois puppet that you're operating chancery should be able to address the situation so the concept of reaching someone who intentionally doesn't place and self in any role seems to me as an attorney practice and chancery that's not something that you would want to reward on the other hand i do like the concept that the connecticut court said is which is that in that type of situation you've got a really tight this provided funds to start the business and remember this is a new business it didn't last that long this wasn't something where there was a fighting existing business but it was serious and basically no need he was his idea of courting to the allegation to start the business he put in nothing and he according to the allegation hired the the baker from the plaintiff company i mean so it wasn't just that he funded  the business of a relative that the allegations are somewhere between that and reaching what justice house was talking about which is allegation of the knowledge of the violation of the trade secret act i agree with the characterization of the allegations all except for one thing they said that he was involved in the hiring he didn't say they did interview the person they didn't say that he talked to the person they didn't say that sloan to bring anything with him they just said he was involved in the hiring whatever that means but i agree with everything else the court said but the key thing is that again let's assume which we must in the two six one where they i understood what they wanted to do but the pleading didn't to with there was ample opportunity and based on the amount of time it would snotting abuse of discretion by church martin to deny  he's the only one involved in think that's been alleged is being involved because of soon is lack of knowledge any baking business or any baking baking experience and also regarding mr ross solly who really really did nothing and also as far as the business and what she was doing for my client before she was so hired away and i also want to comment one thing also in the  in there's a case that's mentioned in the sense also regarding if you have a predator and i didn't say anything on my other argument that even if you have a creditor who's supposedly the alter ego there's a chance they could also be peers has to credit or where there's  mentioned that when really the creditor is doing total control of the debtor which is the other corporation they had that can be a situation here only i don't hear mr rosen sins argument to be premised on the fact that a non shareholder can't ever equitably be held responsible in a piercing the corporate veil case i hear him say that the allegations don't meet the required allegations for wrongdoing and that it was not an abuse of discretion for the judge to deny he a request to read plead don't you well i thought there was