to forfeit his shares in the company c trade we are here because we are appealing three aspects of that remedy first the court found that the appellant had acted with unclean hands and that had the effect of changing the date of the forfeiture of the shares from the date of the breach to the or just complete forfeiture of the shares with no date to the data the decision this had t result of conferring all the benefits of the shareholder status before and after the breach to the defendant it will start with that aspect of the appeal for now basically the entire unclean hands argument can be summed up by the court by the diff plaintiffs failure to follow a few corporate formalities one was after a great decision in two thousand and nine found the defendant was a shareholder a lower court decision that after that date two thousand and nine plan to fail to call a shareholder meeting failed to elect directors and failed to provide access to books and records to the defendant who is now unnamed shareholder in the company  that was said in the context of a it's difficult to understand that without understanding that the case that was brought in the case that mr peters was testifying was about mr coo to daunt as forfeiting the shares so in that trial he was not going to say that he defended his shares but if you look at the escrow agreement that was signed by the parties in two thousand and nine around the time of the lower court decision that escrow agreement is basically shows that plaintiff would recognize the friend then as a shareholder ultimately basically under that agreement the plaintiffs and the defense the plaintiff and defendant realize that this was a highly charged issue in greece it dealt with the interplay between a restriction in the corporate by s to transfer shares to someone else and that shareholders right to bequeath his share her shares to whoever whoever she chooses that issue went up to the greek supreme court the parties recognised that that that no matter what happened that either part of that whether the party lost for one that that case would be appealed by the losing party so they entered into an escrow agreement in two thousand and nine that said that basically they would distribute the funds whatever  left in the operating company which was basically two point three million dollars which is now two point six million dollars at the time of the escrow we mean there was no ship there was no charter and there was no business money was just the proceeds of the sale of issued on the share is and his entitlement to the proceeds if any then will distribute i think you can assume we've read the facts in the case i want to take you back to your challenging the finding of unclean hands doesn't own anything in this company you lose after almost a decade of litigation in the greek courts and so you take the position now that ok he owns the shares he owed us of the do sherry duty and the br fiduciary duty as i understand it is he at the ship arrested yesterday on ok stay with me the court on the false arrest claim found that damages to you for that action or speculative well if there speculative on the false arrest claim are they not speculative on the breach of the do share duty claim i mean what you want here is you want the man to lose all is shares in this in this company how it would warrant depriving him of of any interest in this company after all this litigation in greece and he did have an interest well the remedy for breach if you do share duty with forfeiture of shares why it doesn't have to be this is an equitable remedy how is that equitable in a circumstance where the court says well there's no no measurable amount of damages the the damages that actually occurred putting aside the fact that mr c trading peters couldn't sell the ship because it was unlawfully arrested from port to port the damage occurred was that mr coote advances actually destroyed the company because of that arrest campaign during the summer of two thousand and eight man a plane to go around on th from the sale of a ship were speculative but the damages of whatever is included in the operating room as of now which is two point six million dollars is not speculative that's actual money so if you forfeit the shares from the time of the breach which i believe at at the point six million dollars in this case doesn't mean that it it's unfair what's unfair is that he breaches fiduciary duty he should have a penalty and even if he doesn't get the is it have to pay the difference between what the ship was sold for and what it could have been sold for at the height of the market at the very least he should give up the proceeds from the ship that was sold and has two point three million dollars in it count that is not speculative that money is sitting there now the part that is speculative that the court found was was seized trade how far in the sale process was see trade in that two thousand and eight summer with a far enough along that they felt there was a reasonable certainty that this ship would be sold or was it was a damages issue and i do i do agree that not talking as though there was this imminent sale and that the decline in the market in september of zero eight impacted things but th contrary to what the findings of the findings i say the court didn't consider if you take what steps one two and three in selling the ship and your ship is arrested for months on end you cannot sat for three days in her testimony about that blood feud she heard from the two protagonists the plaintiff and my client captain could sit down test she was able to assess their credibility and the history of their relationship and the history of the litigation between the parties and in particular from from my perspective my client's perspective the history and the time that had passed during which the plaintiff had completely denied my client failed to recognize my client as a shareholder of c trade well and the determination of the court for instance on appeal during that period it was it was it was being appealed  ultimately and i should say that the disc or took that into consideration in her opinion that it was on appeal the fact is it was affirmed at the first level appeal it was affirmed by the greek supreme day that that day that he testified he denies that that kept him to sit down this had inherited an interest in this company and taking all of those factors into consideration the district court appropriately and correctly applied general principles that apply to the court's equity jurisdiction in the court's power in the in the relief that's requested is equitable in nature to mold the relief  to fairly adjudicate the interests of the parties given all of the i think the language of the cases all of the exigencies and all of the circumstances and to put a final and to the parties dispute and that's what the judge did district court did than making the forfeiture effective as of the date of the of the arrest of the ship in spain she was going to make the court made the forfeiture effective as of the date of her judgment now as an aside but that court's talking about necessary to do that but nevertheless with respect to moving the only aspect of the unclean hands that the court took into where i'm speaking over myself the district court took into consideration the on can clean hand in moving the data forfeiture and the co explained why it thought that was appropriate in the context of doing fairness to the parties which again it was consistent with the court's equable powers and the court's obligation to do to do justice is there a difference or would there be a difference in immorality which needs to be determined to be a part of the acts of the miscreant if the immorality actually didn't occur until after the greek supreme court decision confirmed this years actually belong to your the answer is i don't think it makes a difference because why because looking at the courts that discuss the the a trial court's equitable powers as i just mentioned the focus is on what is the situation as of the date of the court's judgment and how do we make sure that there  equity between the parties and it's clear from the district court's decision in this case that what informs her decision is the fact that this dispute between the parties had been pending for as of now fifteen years and i guess thirteen years at the  remarkably profitable market for both containerships which epically collapsed in september of two thousand and eight and during all that time all of the profits from c trade went into the plaintiff's pocket he never shared and by the way even after court the trial level the appellate level or the supreme court level mr peters didn't come to mr coote to captain kidd's dots and say hey i was wrong you're a shareholder let's figure out your share of the profits going back to two and three he didn't do that if they had these shareholder meetings what would they talk about exactly well at that point exactly what i just said which is we need to make you whole for the fact that i've been pocketing all these profits for the past thirteen years as a trial fifteen years as of today and we need to we need to to acknowledge the fact that you are a shareholder and i've deprived you of all the benefits of being a shareholder for the past thirteen to fifteen years that's one thing they absolutely could have discussed and that's the once the ship was song which d like to attend so talk about what the so again at very least the division of the assets the monies that are in escrow now there's an escrow agreement but there's nothing that prevents mr peters by saying i was wrong you were a shareholder you should have at least half of the escrow proceeds and perhaps more since i've pocketed all this money over the past thirteen years that's not usually how blood feuds and no no but but your honour's ask me a good question which is what would have what would have taken place at this corporate shareholder meeting i've sat on boards that's often discussed how do we deal with money in the in the corporate bank account and maybe at that was the only shareholder meeting that would be essentially the same as a settlement meeting in  there was no ongoing business of the corporation it was money in escrow i suppose they could have decided to take the money and of escrow and invest it in the end of the ship or in something else so i guess that depends how one thinks about the business of the in the absence of possible shareholder so it was never the opportunity to discuss whether it was the ability to proceed further with this business right that's a fair may have been each other's throats and that may be the answer but there certainly wasn't going to be any discussion if there were no meetings that's for sure that's of shore so it's a do i understand what the your on are saying it it's almost a difficult question to answer because mr peters didn't take that step which is what the district court was focused on he didn't do there's nothing that the plaintiff the poem can point to to say well i accepted the judgment of the court and i took this step to to try to make things right they they dropped it and lost the court as an excuse for a big question and i don't want to hear anything about the process but i just want to know did you folks go through the media or the court mediation process in this case changed after two thousand and nine he completely ignores the language of the escrow agreement it specifically laid out what the parties were supposed to do wait there was no talk of shareholder meetings or a lectern directors there was not even and say listen i want to shareholder meeting let's talk about my profits beforehand that was that would be in the context of a settlement and if mr peters continues the resisted then maybe this conversation about unclean hands would be a different story regarding the elements of your position just so i understand that absent some process laid out in the scrum agreement by which the parties how the parties were to conduct themselves with each other whatever mr peters did doesn't count towards clean hands did or did not do well mr peters didn't do anything he just continued to litigate his claim against mr who did this for her to produce sherry duty p and i just as frankly there was no dividends paid for two thousand and three to two thousand and eight i know mr coote it takes issue with that but the the company was losing money from all this litigation that was an issue none of that was brought up by mr coote advances to a point where mr peters resisted him and then even though there is the court's equitable powers are brought on some level they're not unlimited there are there elements here to be met injury is one of them and this court has reiterated that in two into a decisions the litigation would be guilty of unclean hands and secondly the the parties agree to litigate through the appellate courts so i'm a little bit unclear why that's an injury and frankly regarding the profits from two thousand and three to two thousand and eight that brings you back just briefly to the inquest what we have here and what the district court was talking about and its decision was look there's two point three million dollars in the or two point six at this point in the escrow agreement how are we going to divide this up but what that happened was it turns into an inquest in which mr coote advances file the claim for nine hundred million dollars against mr peters there's no chance for us no opportunity for us in this inquest to cross examine the witness report witness conversion dissolution fraud these are claims of the elements these are claims that require due process this is the bedrock of our litigation system is when you want to take one thousand million dollars and accuse someone of still ninety million dollars you have to actually prove that they took the money but what we have here is a convoluted system right now is we have a stake action going on with five claims and then the judge ordered the inquest mr cruise doctors didn't disclose to the district court that he had fallen if they claim most likely because he didn't think that it was necessary so the status of the we have reached a motion to dismiss on statute of limitations grounds and and failure to state a cause of action because as some claims such as fraud there are a number of elements that cases in a bands right now which is basically now and that's something that yes thank you very much for the reserve decision