Call our next face and rate AGR Premier Consulting Inc. The first time we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people, we've seen a lot of people with the financing. But, we've seen a lot of people with the financing. But, we've seen a lot of people with the acetone flow that it needs to do. Rub, dough that back up earlier this morning. Perfect. Good morning, Ron Younternes. Thank you. and direct that the California action be permitted to proceed unimpeded by any further challenge in the bankruptcy court to the legal theories that 21st Capitol wishes to pursue in the California action. You're suing based upon the account stated that things told to you by bear that essentially are the fraudulent invoices correct? Correct, Your Honor. I didn't find the fraudulent invoices referred to in the stipulation, maybe I'm wrong. The fraudulent invoices may not have been referred to directly in the stipulation which would be to your advantage. Right. Your Honor, we would ask that in considering the reversal of the lower courts rulings that their interpretation of the stipulation should be given no special deference. The judge who was not the same person by the way as the judge who entered the order in the first instance of proving the stipulation gave effect to an interpretation of the stipulation that we believe is not at all apparent from its text. And that interpretation truly impairs 21st Capitol's substantive rights in pursuing their state law claims. Well, maybe we should start with your assertion that the court had no jurisdiction to start with, right? Because we've got to start with jurisdiction
. You say that under Stern versus Marshall, the bankruptcy court couldn't constitutionally as you put it strike any of 21st Capitol's claims because the dispute does not in any way affect the H.R.'s property, but it occurs to me that that's begging the question. I mean, isn't that the whole point of dispute between you and Bear is whether your efforts to proceed in California in fact do implicate H.R.'s accounts receivable? I don't think so, Your Honor. I don't believe that this is really a Stern v. Marshall issue. That's really secondary. We don't even believe we get to Stern v. Marshall because if I thought you guys raised it, but that's okay. If you're saying it's not, I'm happy to leave this. If you're letting go of that, we can move right ahead. Well, we'll certainly let go of it for now. Are our principles.
.. No, no, no, no. You're not going to answer my question because I'm asking about it. Or you're going to say we're abandoning that because if you're not abandoning it, speak to it. Please, you seem to have said, hey, the bankruptcy court couldn't constitutionally address this because it says nothing to do with H.R.'s receivables. And the question I'm putting to you is, isn't that the point of dispute? Whether this has something to do with H.R.'s receivables? And if that is the point in dispute, you're saying it isn't, doesn't make that go away, does it? If I understand the question, I believe you're right, we would be prepared to abandon Stern v. Marshall. Great. Let's move ahead. We believe that we can't get to even related to jurisdiction because the underlying dispute in the California action can have no conceivable effect upon the outcome of any matter in the bankruptcy case without further litigation in the bankruptcy case. The plain language of the stipulation, your honors, provides that in the California action, 21st Capitol may pursue any claim without limitation the 21st Capitol claim and that only in the event it were discovered in the course of the California action, that there were additional sums that bear owed AGR. Would it then become incumbent upon 21st Capitol to report that to the trustee, at which point either the trustee or bear would be in a position to come back to the bankruptcy court and ask the bankruptcy court to rule upon the disposition of those assets? You have to counsel this
. Okay. Maybe perhaps I'm oversimplifying, but there's your, strikes me that your theory is to why the bankruptcy of state is not at all implicated by your California claim is that your claim against bear involves accounts receivable that have been assigned to you and having obtained those assigned accounts, you dealt directly with bear, ask them to confirm whether these were accurate accounts. They apparently did confirm them. And so your claim is directly against bear on that basis. And that's really what you are pursuing in the California action. And because you're dealing only with accounts receivable that were previously assigned, there's no way in which the bankruptcy state is implicated. Is that basically your theory? Is that over? Not quite your honor. I appreciate the question. We are pursuing accounts that have been assigned and we are not pursuing accounts receivable. We think part of the issue here is that these terms have been used interchangeably in a manner that really cannot be substantiated. Okay. Well, look at the definition in the stipulation of bear receivable and accounts receivable, which is what the stipulation is all about. I believe it's your contention that those terms do not include what you are pursuing bear for. In other words, payments do and owing by bear to debt are on or July 20th for certain invoiced and uninvoiced amounts for services rendered by your on behalf of the debtor before they seized operations in the amount of 300,000. Okay, that's the bear receivable. You're not pursuing that at all, correct? Correct
. Okay. And then any amount owed with respect to services actually performed by or on behalf of the debtor for bear, which bear has not paid are an asset of the debtor's estate referred to as accounts receivable. And if your answer to my question earlier, that it's the fraudulent invoices, i.e. no services rendered that you're pursuing, what you're pursuing is not included in the definition of accounts receivable either, is that correct? I think that's correct, Your Honor. So I'm just wondering why we will. I think that perhaps the problem is, and your opposing counsel, I'm sure, we'll have an opportunity to speak to this, but one of the things that they say is, look, here are the jury instructions that those guys submitted in the California action. Now we don't, they didn't actually put them in the record. They characterize them though. And they say and, um, purport to a quote them, but they say that the proposed jury instructions provided if 21st capital proves that AGR provided services to bear and that reasonable value of the services were provided by 21st capital to HR, then bear those 21st capital money for those services. That, if that's an accurate statement by them, then that sounds like your jury instruction proposed in the California action was, if AGR performed services and if 21st capital actually gave money to AGR for that, then bear those 21st capital money. If that's not a statement about accounts receivable and give us that money, i.e. money that would otherwise go to the estate, what is it? Now there's a lot there and you can start with disputing whether they've accurately characterized it. But if that's an accurate characterization, what is that jury instruction except for an effort to get at AGR's account receivable? I'll start by saying I don't believe it is an accurate characterization, although I can't follow it by telling you what would be an accurate characterization of that jury instruction. What I can tell you, Your Honor, is that the stipulation is very clear and I believe that even the bankruptcy court recognized its memory and opinion
. All the parties being 21st capital bear and the chapter 7 trustee have agreed that 21st capital is not pursuing either the bear receivable or any accounts receivable. But if that jury instruction is correct, then you are. You're saying and if it's found that the services were rendered, if the money is owed to us, then that's an account receivable. Isn't that important for us to know and for you to be able to state whether it's accurate? Well given what Judge Jordan just said, that's a fair statement. But I can't really respond to that. I don't believe that's an accurate characterization. How far did the California action proceed that you had jury instruction? That was. You're like within a week. I was, we're still at a point where we're filing an amended complaint in that proceeding. And I don't even know that there may have been an initial answer file, but the cases, I don't even know the discoveries. So I'm not, I can't respond about a proposed jury instruction. I can only tell you that, you know, again, I keep returning to the plain language of the state. The appendix at 402 apparently. Anybody have the appendix? I have the appendix or honors, but I don't know that with the time remaining, I'll be Because that's really important too. If that claim is in the California action, there is an interest to the state because it fits within definition of account receivable. If it's discovered that the services were rendered, slam bam, thank you, man
. It's right there. I appreciate that again. We are not pursuing accounts. So you would take that out of your proposed jury instruction? We would have to wouldn't wait. We are. Is that as that jury instruction? Is that consistent with how you characterize the theory of an account stated? It doesn't sound like it's at all compatible with the theory of an account stated. No, very true. Very true. And again, return again to the plain language of the stipulation. We are not pursuing account receivable. We are not pursuing the bear receivable. The most that can be said of the outcome of the California action is that it may give rise to some future claim that bear may wish to assert against AGR, which would be a whole different proceeding. And we believe that it is wholly unrelated to the bank. I gather it. I mean, there is this. Seems a bit of a curiosity to me at least that there's an acknowledgement by everybody that the invoices that are at stake in the California that involves their fraudulent
. And I gather at your position that the legal significance of that, whether that would be the facturability to collect the California action, that does an issue to be determined in the California court. Is that correct? Absolutely. Thank you. Mr. Keller, maybe you can help clarify what this case is about. I'm really confused. May please, the court, I can take my best shot at that. If that has baffled two courts below you and the opposing counsel for at least. Can't we all just get along? Can you resolve this somehow? We thought we could and we thought we did when we entered into the stipulated order. Well, what's wrong with what's going on in California? They're pursuing bear because bear said, oh, we'll pay these. And so they think, Eureka, we've got some pocket because these are fraudulent invoices. The debtor doesn't have any interest. What's going on? Again, what's going on is 21st Capitol is desperately seeking to come up with some theory, not assuming there are no facts nor law that support it to go after bear. When you say there's no facts or law, what does what? This is what really puzzles me. If your position now is and it seems to have morphed over time, frankly, but if your position now is they can't come after us for anything that has to do with the business that we did with AGR and them. If that's the point of your, because anything that has to do with that implicates the estate
. If that's your position, then what was the point of entering the stipulation? It seems like a massive charade if the point of the stipulation wasn't to say there's this thing that it's okay for them to go after. If they think they've got to claim against us based on our communications with them, go to California, knock yourself out. If that isn't the point of the stipulation, what is it, Mr. Keller? The point of the stipulation and all the proceedings before the bankruptcy court, including the contempt motion, were simply to protect the property of the bankruptcy estate. And that involved receivables based upon services delivered. Correct. So how, and it's limited to those. So how does it involve the fraudulent invoices? Because the only way that 21st Capitol can support its theory against Bayer is to prove that there was an account receivable. No, it's to prove that I communicated with, this is the theory I understand. There are theories. We had these things. We call them ICAs. But what they really are is an agreement between us 21st Capitol and Bayer that they're going to pay us because we've already paid the HR. So we have this thing going and we've been doing it for years. And now they stop paying it and they should have to pay it. And they told us that they would have paid them
. So we're suing on that. And it's not an account receivable as defined in your stipulation because it's not based on services rendered. It's actually based on services that were never rendered, but which Bayer nonetheless said, we'll pay this. It is an account receivable, Your Honors. How does that work? How, I'm looking at the definition. Thank you. Language is stipulation. Take us through this language. It says, any amount owed with respect to services actually performed, Bayer on behalf of debtor for Bayer, which Bayer has not paid are an asset of the debtor's estate. In other words, if they were actual services, that's not what we call an account receivable. And other than the Bayer receivable, which is also off the table everything else, that that we call here, we're gonna call an account received. That's a very specialized definition, which specifically takes the actual services out of it. And you have to put in context what 21st Capitol is doing with the California action. Again, the stipulation protected the property of the bankruptcy estate, which was defined as accounts received. Any account existed as property of the bankruptcy is? The services performed. For services performed
. Okay, so what are they doing in the California? Two days after that stipulation was signed by the parties, even before the bankruptcy judge approved it. 21st Capitol amended their complaint to add a breach of contract account under their UCC theory. Against Bayer. Against Bayer. Yes, against Bayer. And the account for money had and received. They subsequently dismissed that. And for goods and services sold and delivered. That was their attempt to comply with this stipulation. On the playing face of that account, it implicates an account receivable. How, when you say on the playing face, because that's where you've lost me candidly. If they say I gave Bayer owes me money because this is what I'm trying to try over our course of conduct get from them. They represent that this money is owed. What's the problem with that theory? The problem is that's not their theory. Bayer was not sued on any misrepresentation. Was not sued on what is defined as the 21st Capitol claim as the alleged direct contractual relationship. They were sued on this theory that, which by the way, the bankruptcy court didn't approve in which Bayer hotly contests and wasn't decided below. But their theory is Bayer entered into these ICAs with AGR and that's the 21st Capitol. Yeah, with the AGR. AGR is the debtor. Right now, I know that, but who do they communicate these ICAs to? To AGR or to Bayer? They are in agreement with Bayer and AGR that says if you give us this invoice, we'll tell you whether it's due or not. And 21st Capitol had a relationship with AGR, not the Bayer. But except that the only one things are trying to collect is the fraudulent invoices, isn't that correct? Isn't that correct? That's the theory that has morphed over time. Is it correct that they are just pursuing the fraudulent invoices? They are pursuing. How are the fraudulent invoices implicated in the stipulated order? Because the only way they can establish based on the counts in their complaint with the bankruptcy court and what the district court looked at is by proving something? By proving that there's an account and what they're trying to do is say, this is an account in the UCC parlance and therefore we can prove it. So the stipulated order doesn't say you can never refer to accounts receivable in anything, even if all you're trying to collect is something that isn't account receivable, doesn't? It says they can pursue the 21st Capitol claim. I mean, I don't know, I just don't try to get in the vault in the California action in intervene and let your voice be heard and let them pursue it and if they get any money, then, you know, all the better, I just don't understand why there's a contempt for a violation of the stipulated order. How can fraud, I mean, everybody agrees apparently, that's what we're told, that we're dealing with fraudulent invoices, how can those fraudulent invoices, in any sense, be an asset of these state? I mean, I just, that doesn't, that defies logic, it seems to me. So I'm struggling to understand how the integrity of the bankruptcy state isn't anyway implicated by what 21st Capitol is trying to do in the California action. And as I said, in my opening response to Judge Randall, your honor, that's exactly what we and both courts below have been struggling with for years. We don't know why we're being sued for an admitted fraudulent invoice. Well, fight that out in the California court
. They were sued on this theory that, which by the way, the bankruptcy court didn't approve in which Bayer hotly contests and wasn't decided below. But their theory is Bayer entered into these ICAs with AGR and that's the 21st Capitol. Yeah, with the AGR. AGR is the debtor. Right now, I know that, but who do they communicate these ICAs to? To AGR or to Bayer? They are in agreement with Bayer and AGR that says if you give us this invoice, we'll tell you whether it's due or not. And 21st Capitol had a relationship with AGR, not the Bayer. But except that the only one things are trying to collect is the fraudulent invoices, isn't that correct? Isn't that correct? That's the theory that has morphed over time. Is it correct that they are just pursuing the fraudulent invoices? They are pursuing. How are the fraudulent invoices implicated in the stipulated order? Because the only way they can establish based on the counts in their complaint with the bankruptcy court and what the district court looked at is by proving something? By proving that there's an account and what they're trying to do is say, this is an account in the UCC parlance and therefore we can prove it. So the stipulated order doesn't say you can never refer to accounts receivable in anything, even if all you're trying to collect is something that isn't account receivable, doesn't? It says they can pursue the 21st Capitol claim. I mean, I don't know, I just don't try to get in the vault in the California action in intervene and let your voice be heard and let them pursue it and if they get any money, then, you know, all the better, I just don't understand why there's a contempt for a violation of the stipulated order. How can fraud, I mean, everybody agrees apparently, that's what we're told, that we're dealing with fraudulent invoices, how can those fraudulent invoices, in any sense, be an asset of these state? I mean, I just, that doesn't, that defies logic, it seems to me. So I'm struggling to understand how the integrity of the bankruptcy state isn't anyway implicated by what 21st Capitol is trying to do in the California action. And as I said, in my opening response to Judge Randall, your honor, that's exactly what we and both courts below have been struggling with for years. We don't know why we're being sued for an admitted fraudulent invoice. Well, fight that out in the California court. And if that, if we were sued just for fraud, we would, we wouldn't be here, but we're being sued on the theory that there is an account which gives rise to this 9403, 9404 defense. And what point first does that? Which, that's a matter for you to take up in California, isn't it? Look, is it the whole point of this stipulation, the whole point of the stipulation seems to be to say, hey, there's a fraud here. AGR was a bad actor. And that fraud is going to have financial consequences, either for me, 21st Capitol, or for you there. Okay? So it's going to hit one of us. And let's figure out who's going to take it for that. Which of us is going to take the hit? And that will decide in California. Everything else is in the bankruptcy court. Isn't that the import of the stipulation? I think the import is if there is any litigation over whether an account, the property of the bankruptcy of state exists, that will occur in the bankruptcy court. There's some other claim 21st Capitol can drum up that. But what other claim could there be? Everybody agrees that there's not some free floating other thing. AGR and 21st weren't associating on some other basis that we know of 21st and bear weren't associating at some point we don't know of. Everybody knows that what we're talking about here is the fraudulent invoices. And 21st Capitol assertion that in communicating with bear, we have an independent right that's come up and we want to pursue that in California. Now, I read the stipulation. It looks to me, artfully or inartfully drawn
. And if that, if we were sued just for fraud, we would, we wouldn't be here, but we're being sued on the theory that there is an account which gives rise to this 9403, 9404 defense. And what point first does that? Which, that's a matter for you to take up in California, isn't it? Look, is it the whole point of this stipulation, the whole point of the stipulation seems to be to say, hey, there's a fraud here. AGR was a bad actor. And that fraud is going to have financial consequences, either for me, 21st Capitol, or for you there. Okay? So it's going to hit one of us. And let's figure out who's going to take it for that. Which of us is going to take the hit? And that will decide in California. Everything else is in the bankruptcy court. Isn't that the import of the stipulation? I think the import is if there is any litigation over whether an account, the property of the bankruptcy of state exists, that will occur in the bankruptcy court. There's some other claim 21st Capitol can drum up that. But what other claim could there be? Everybody agrees that there's not some free floating other thing. AGR and 21st weren't associating on some other basis that we know of 21st and bear weren't associating at some point we don't know of. Everybody knows that what we're talking about here is the fraudulent invoices. And 21st Capitol assertion that in communicating with bear, we have an independent right that's come up and we want to pursue that in California. Now, I read the stipulation. It looks to me, artfully or inartfully drawn. Like that appears to be what's being carved out. Is that not what's being carved out? That overstate is slightly gestured but that is what's being carved out. The problem is that's not what's being pursued. Okay, what are two different things, right? Where in stipulation? Oh, hold on a second. Those are very different things. And I'm setting aside their jury instruction piece. We'll get to that in a second. Maybe they're not abiding by the stipulation. But for right now, just the fact that they could do this, that they could bring a claim, they could call it an account stated. They could have a theory for recovery, which is you represented that you'd pay us on these invoices and we think that's an account under California law. That's something that by the stipulation's terms is appropriate for a California court to decide. And maybe they'll agree with you and say that's a bunch of hogwash and throw that, but it's for California, right? No, they can't pursue that account stated because the underlying linchpin of an account stated claim is that there is an account between the debtor and bear. That's what the stipulation said must be. So you made the stipulation nonsense. No, no. Where in the stipulation? Where's the stipulation being violated? Give us a specific provision
. Like that appears to be what's being carved out. Is that not what's being carved out? That overstate is slightly gestured but that is what's being carved out. The problem is that's not what's being pursued. Okay, what are two different things, right? Where in stipulation? Oh, hold on a second. Those are very different things. And I'm setting aside their jury instruction piece. We'll get to that in a second. Maybe they're not abiding by the stipulation. But for right now, just the fact that they could do this, that they could bring a claim, they could call it an account stated. They could have a theory for recovery, which is you represented that you'd pay us on these invoices and we think that's an account under California law. That's something that by the stipulation's terms is appropriate for a California court to decide. And maybe they'll agree with you and say that's a bunch of hogwash and throw that, but it's for California, right? No, they can't pursue that account stated because the underlying linchpin of an account stated claim is that there is an account between the debtor and bear. That's what the stipulation said must be. So you made the stipulation nonsense. No, no. Where in the stipulation? Where's the stipulation being violated? Give us a specific provision. The, it says that 21st Capitol cannot pursue the accounts receivable. That's what they're doing. And they are defined, they're not pursuing the accounts receivable because they're pursuing the fraudulent invoices, correct? No, under their theory of the complaint, as they attempted to amend the complaint, including the request to add an account stated claim, they are saying there's an account between bear and a GR. At bear in 21st Capitol, bear and a GR, and we're entitled to collect that in California. But the account stated piece means that bear said to 21st century, we will pay these. That's the account stated. That's, that's part of it. That's their argument, Your Honor. The predicate for that is that there has to be a pre-existing account under California law, and I believe other jurisdictions of account stated before you get to whether the account has been stated or not. And so that, again, is what both courts looked at below and said, well, they can't get to that. Put side bear's factual defenses. They can't get to that claim unless they establish that they're pursuing an account between bear and a GR. That's why you said that. You say so confidently that there has to be an underlying debt. And I guess your point is that if there was fraud in the relationship between a GR and bear, then there's a good argument that there is no underlying debt. But they make the point that the relevant fraud is in the relationship between 21st Capitol and bear
. The, it says that 21st Capitol cannot pursue the accounts receivable. That's what they're doing. And they are defined, they're not pursuing the accounts receivable because they're pursuing the fraudulent invoices, correct? No, under their theory of the complaint, as they attempted to amend the complaint, including the request to add an account stated claim, they are saying there's an account between bear and a GR. At bear in 21st Capitol, bear and a GR, and we're entitled to collect that in California. But the account stated piece means that bear said to 21st century, we will pay these. That's the account stated. That's, that's part of it. That's their argument, Your Honor. The predicate for that is that there has to be a pre-existing account under California law, and I believe other jurisdictions of account stated before you get to whether the account has been stated or not. And so that, again, is what both courts looked at below and said, well, they can't get to that. Put side bear's factual defenses. They can't get to that claim unless they establish that they're pursuing an account between bear and a GR. That's why you said that. You say so confidently that there has to be an underlying debt. And I guess your point is that if there was fraud in the relationship between a GR and bear, then there's a good argument that there is no underlying debt. But they make the point that the relevant fraud is in the relationship between 21st Capitol and bear. And if there was some fraud in the procurement of the confirmation of the validity of those invoices that had been assigned to 21st Capitol, and that they then submitted to bear for validation. Yeah, that kind of, that's the fraud that's relevant. But again, it's their position that the fraud in that relationship between a GR and bear simply not relevant under California law. And again, we're not being sued. The California law of accounts stated. Great. We're not being sued for fraud. Neither of the courts below made the finding on all the disputed components of that fraud claim. If it had been asserted, they're suing us on this account stated or originally goes in services, sold and rendered. And yes, you can't get to that account because of the fraud. But even if they got to the account, that's exactly what's implicated under the stipulation. And both courts said you can't possibly assert the claims for these accounts without violating the stipulation therefore you have to. Where's the debtor in all this? The debtor was a chapter seven debtor and a trustee was appointed, the trustee was a party to the stipulation, asserted a claim to the accounts receivable. Well, there's the debtor. This is what the trustee says. When asked whether 21st Capitol should be permitted to continue its Caldwell reaction, the trustee said, quote, I think what they're alleging is because someone inside bear also validated or somehow validated these invoices
. And if there was some fraud in the procurement of the confirmation of the validity of those invoices that had been assigned to 21st Capitol, and that they then submitted to bear for validation. Yeah, that kind of, that's the fraud that's relevant. But again, it's their position that the fraud in that relationship between a GR and bear simply not relevant under California law. And again, we're not being sued. The California law of accounts stated. Great. We're not being sued for fraud. Neither of the courts below made the finding on all the disputed components of that fraud claim. If it had been asserted, they're suing us on this account stated or originally goes in services, sold and rendered. And yes, you can't get to that account because of the fraud. But even if they got to the account, that's exactly what's implicated under the stipulation. And both courts said you can't possibly assert the claims for these accounts without violating the stipulation therefore you have to. Where's the debtor in all this? The debtor was a chapter seven debtor and a trustee was appointed, the trustee was a party to the stipulation, asserted a claim to the accounts receivable. Well, there's the debtor. This is what the trustee says. When asked whether 21st Capitol should be permitted to continue its Caldwell reaction, the trustee said, quote, I think what they're alleging is because someone inside bear also validated or somehow validated these invoices. Then 21st Capitol was induced to factor this money day, GRN as a result of that. They were harmed also by separate actions by employee bear. So that's not to me an account receivable action and whatever, but again, my position is I don't have any account receivables against bear. That's the trustee statement, right? Yes. So and do you disagree with that statement? No, everyone agreed that other than the bear receivable paid pursuant to the interpleoer action was the only account receivable that was valid. Yeah. So there you go. That's what's I think. No, here's it. Here's it. Here's my theory, perhaps, about for what it's worth, for how we might have gotten here. It seems like there may be a very legitimate concern if the jury instructions that you characterized in an earlier filing, the one that I quoted from that's in the joint appendix. If that's really the nature of the jury instruction they're seeking, well, then that would seem indeed to be an effort to get at money of the estate of the bankrupt. And that would be pretty dang troubling. But that isn't it's not like you guys went to the court and said, hey, look at these jury instructions. I want an order specifically forbidding them from pursuing that
. Then 21st Capitol was induced to factor this money day, GRN as a result of that. They were harmed also by separate actions by employee bear. So that's not to me an account receivable action and whatever, but again, my position is I don't have any account receivables against bear. That's the trustee statement, right? Yes. So and do you disagree with that statement? No, everyone agreed that other than the bear receivable paid pursuant to the interpleoer action was the only account receivable that was valid. Yeah. So there you go. That's what's I think. No, here's it. Here's it. Here's my theory, perhaps, about for what it's worth, for how we might have gotten here. It seems like there may be a very legitimate concern if the jury instructions that you characterized in an earlier filing, the one that I quoted from that's in the joint appendix. If that's really the nature of the jury instruction they're seeking, well, then that would seem indeed to be an effort to get at money of the estate of the bankrupt. And that would be pretty dang troubling. But that isn't it's not like you guys went to the court and said, hey, look at these jury instructions. I want an order specifically forbidding them from pursuing that. You went and got and got an order of contempt on a stipulation which apparently is ambiguous enough that the people who negotiated it can't even say what it means. While they're standing before a bankruptcy court, a district court, and now a court of appeals. And if that's where we're at, then under the law of contempt, ambiguities being construed in favor of the alleged contemptor, this seems at this point like a lot of wasted effort when what you ought to be doing is going to the bank court about your specific complaint and pushing them off those jury instructions. You're on with all due respect. I think there was no ambiguity. The trouble either of the courts below they both agreed that what 21st Capitol is doing is pursuing an account receivable. The trustee does see the trustee of the bankrupt the state doesn't interest. If 21st Capitol had sued us on fraud. 21st Capitol in their first amended complaint and now in the second amended complaint that they're trying to get leave to pursue pursues this account stated in this account claim. They can't possibly prevail on that unless they violate the stipulation. That's what both the district court and the bankruptcy court clearly found. All right. Thank you. Thank you. Your honor. I would only only point out that, you know, again, the stipulation, I think, is clear
. You went and got and got an order of contempt on a stipulation which apparently is ambiguous enough that the people who negotiated it can't even say what it means. While they're standing before a bankruptcy court, a district court, and now a court of appeals. And if that's where we're at, then under the law of contempt, ambiguities being construed in favor of the alleged contemptor, this seems at this point like a lot of wasted effort when what you ought to be doing is going to the bank court about your specific complaint and pushing them off those jury instructions. You're on with all due respect. I think there was no ambiguity. The trouble either of the courts below they both agreed that what 21st Capitol is doing is pursuing an account receivable. The trustee does see the trustee of the bankrupt the state doesn't interest. If 21st Capitol had sued us on fraud. 21st Capitol in their first amended complaint and now in the second amended complaint that they're trying to get leave to pursue pursues this account stated in this account claim. They can't possibly prevail on that unless they violate the stipulation. That's what both the district court and the bankruptcy court clearly found. All right. Thank you. Thank you. Your honor. I would only only point out that, you know, again, the stipulation, I think, is clear. I appreciate Judge Jordan your comment that it may be ambiguous. I think it is clear that it says that only if accounts, only if it is determined in the course of the California action, this is paragraph five of the stipulation, that bear owes additional sums to the debtor for services actually performed by the debtor. That is, if any accounts receivable actually exist end quote, it becomes incumbent upon 21st Capitol report that to the trustee. How are they supposed to get you guys to live by the stipulation? If in fact the jury instruction submitted by your client in the California action are as they were represented to be and they do under those terms go directly against the accounts receivable of the estate. How are they supposed to make sure you're not playing fast and loose with the bankruptcy court by saying, oh, this is all we're going to do and then go to California and doing something different. Is it by contempt? It is not by contempt, your honor. If the California court were to find that the only way we can maintain this particular claim in the California action is to be pursuing capital A accounts capital are receivable, we lose. Yeah, but I think you're missing that point. It's not so much a legal question. It's just to straight up what are you doing in the California. If the jury instruction is as was represented, then you'd be pretty hard pressed to say it is not an effort to get at HR's accounts receivable. Wouldn't you? With apologies to the court, I don't know that I can answer that question. All right. I guess there's there was anticipated there might be some confusion because you wouldn't put paragraph five in if it was absolutely certain. And seems to me, paragraph five anticipates what might happen if it is discovered that there are accounts receivable. And to my mind, maybe your jury instruction and you're supposed to probably notify the debtor and this court will enter an appropriate or so the possibility was out there and you could say the jury instruction is intended to make sure you're making that determination and being able to comply with paragraph five
. I appreciate Judge Jordan your comment that it may be ambiguous. I think it is clear that it says that only if accounts, only if it is determined in the course of the California action, this is paragraph five of the stipulation, that bear owes additional sums to the debtor for services actually performed by the debtor. That is, if any accounts receivable actually exist end quote, it becomes incumbent upon 21st Capitol report that to the trustee. How are they supposed to get you guys to live by the stipulation? If in fact the jury instruction submitted by your client in the California action are as they were represented to be and they do under those terms go directly against the accounts receivable of the estate. How are they supposed to make sure you're not playing fast and loose with the bankruptcy court by saying, oh, this is all we're going to do and then go to California and doing something different. Is it by contempt? It is not by contempt, your honor. If the California court were to find that the only way we can maintain this particular claim in the California action is to be pursuing capital A accounts capital are receivable, we lose. Yeah, but I think you're missing that point. It's not so much a legal question. It's just to straight up what are you doing in the California. If the jury instruction is as was represented, then you'd be pretty hard pressed to say it is not an effort to get at HR's accounts receivable. Wouldn't you? With apologies to the court, I don't know that I can answer that question. All right. I guess there's there was anticipated there might be some confusion because you wouldn't put paragraph five in if it was absolutely certain. And seems to me, paragraph five anticipates what might happen if it is discovered that there are accounts receivable. And to my mind, maybe your jury instruction and you're supposed to probably notify the debtor and this court will enter an appropriate or so the possibility was out there and you could say the jury instruction is intended to make sure you're making that determination and being able to comply with paragraph five. That may be very fair. I can appreciate that. I think those are all things that should be played out in the California court. For the benefit of my understanding what's going on here. What is the in terms of your claim against there in the California action? What is the relevance to that claim as to whether AGR actually provided the consulting services, whatever services are implicated to bear? Is that is that at all relevant to your which must be characterized as your independent claim, which I understand to mean that it's really independent of whatever services were actually provided by AGR to bear? I appreciate that. I do not think it is at all relevant because we know and I can't recall whether we articulated this in our briefs or not, but we know that there were no services provided in connection with the invoices pursuant to which one. How do you account for that instruction that Judge Jordan read? I hate to continue to give the court of blank look on that one, but I am unable to respond relative to that instruction. Thank you. Thank you for hearing us.
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But, we've seen a lot of people with the acetone flow that it needs to do. Rub, dough that back up earlier this morning. Perfect. Good morning, Ron Younternes. Thank you. and direct that the California action be permitted to proceed unimpeded by any further challenge in the bankruptcy court to the legal theories that 21st Capitol wishes to pursue in the California action. You're suing based upon the account stated that things told to you by bear that essentially are the fraudulent invoices correct? Correct, Your Honor. I didn't find the fraudulent invoices referred to in the stipulation, maybe I'm wrong. The fraudulent invoices may not have been referred to directly in the stipulation which would be to your advantage. Right. Your Honor, we would ask that in considering the reversal of the lower courts rulings that their interpretation of the stipulation should be given no special deference. The judge who was not the same person by the way as the judge who entered the order in the first instance of proving the stipulation gave effect to an interpretation of the stipulation that we believe is not at all apparent from its text. And that interpretation truly impairs 21st Capitol's substantive rights in pursuing their state law claims. Well, maybe we should start with your assertion that the court had no jurisdiction to start with, right? Because we've got to start with jurisdiction. You say that under Stern versus Marshall, the bankruptcy court couldn't constitutionally as you put it strike any of 21st Capitol's claims because the dispute does not in any way affect the H.R.'s property, but it occurs to me that that's begging the question. I mean, isn't that the whole point of dispute between you and Bear is whether your efforts to proceed in California in fact do implicate H.R.'s accounts receivable? I don't think so, Your Honor. I don't believe that this is really a Stern v. Marshall issue. That's really secondary. We don't even believe we get to Stern v. Marshall because if I thought you guys raised it, but that's okay. If you're saying it's not, I'm happy to leave this. If you're letting go of that, we can move right ahead. Well, we'll certainly let go of it for now. Are our principles... No, no, no, no. You're not going to answer my question because I'm asking about it. Or you're going to say we're abandoning that because if you're not abandoning it, speak to it. Please, you seem to have said, hey, the bankruptcy court couldn't constitutionally address this because it says nothing to do with H.R.'s receivables. And the question I'm putting to you is, isn't that the point of dispute? Whether this has something to do with H.R.'s receivables? And if that is the point in dispute, you're saying it isn't, doesn't make that go away, does it? If I understand the question, I believe you're right, we would be prepared to abandon Stern v. Marshall. Great. Let's move ahead. We believe that we can't get to even related to jurisdiction because the underlying dispute in the California action can have no conceivable effect upon the outcome of any matter in the bankruptcy case without further litigation in the bankruptcy case. The plain language of the stipulation, your honors, provides that in the California action, 21st Capitol may pursue any claim without limitation the 21st Capitol claim and that only in the event it were discovered in the course of the California action, that there were additional sums that bear owed AGR. Would it then become incumbent upon 21st Capitol to report that to the trustee, at which point either the trustee or bear would be in a position to come back to the bankruptcy court and ask the bankruptcy court to rule upon the disposition of those assets? You have to counsel this. Okay. Maybe perhaps I'm oversimplifying, but there's your, strikes me that your theory is to why the bankruptcy of state is not at all implicated by your California claim is that your claim against bear involves accounts receivable that have been assigned to you and having obtained those assigned accounts, you dealt directly with bear, ask them to confirm whether these were accurate accounts. They apparently did confirm them. And so your claim is directly against bear on that basis. And that's really what you are pursuing in the California action. And because you're dealing only with accounts receivable that were previously assigned, there's no way in which the bankruptcy state is implicated. Is that basically your theory? Is that over? Not quite your honor. I appreciate the question. We are pursuing accounts that have been assigned and we are not pursuing accounts receivable. We think part of the issue here is that these terms have been used interchangeably in a manner that really cannot be substantiated. Okay. Well, look at the definition in the stipulation of bear receivable and accounts receivable, which is what the stipulation is all about. I believe it's your contention that those terms do not include what you are pursuing bear for. In other words, payments do and owing by bear to debt are on or July 20th for certain invoiced and uninvoiced amounts for services rendered by your on behalf of the debtor before they seized operations in the amount of 300,000. Okay, that's the bear receivable. You're not pursuing that at all, correct? Correct. Okay. And then any amount owed with respect to services actually performed by or on behalf of the debtor for bear, which bear has not paid are an asset of the debtor's estate referred to as accounts receivable. And if your answer to my question earlier, that it's the fraudulent invoices, i.e. no services rendered that you're pursuing, what you're pursuing is not included in the definition of accounts receivable either, is that correct? I think that's correct, Your Honor. So I'm just wondering why we will. I think that perhaps the problem is, and your opposing counsel, I'm sure, we'll have an opportunity to speak to this, but one of the things that they say is, look, here are the jury instructions that those guys submitted in the California action. Now we don't, they didn't actually put them in the record. They characterize them though. And they say and, um, purport to a quote them, but they say that the proposed jury instructions provided if 21st capital proves that AGR provided services to bear and that reasonable value of the services were provided by 21st capital to HR, then bear those 21st capital money for those services. That, if that's an accurate statement by them, then that sounds like your jury instruction proposed in the California action was, if AGR performed services and if 21st capital actually gave money to AGR for that, then bear those 21st capital money. If that's not a statement about accounts receivable and give us that money, i.e. money that would otherwise go to the estate, what is it? Now there's a lot there and you can start with disputing whether they've accurately characterized it. But if that's an accurate characterization, what is that jury instruction except for an effort to get at AGR's account receivable? I'll start by saying I don't believe it is an accurate characterization, although I can't follow it by telling you what would be an accurate characterization of that jury instruction. What I can tell you, Your Honor, is that the stipulation is very clear and I believe that even the bankruptcy court recognized its memory and opinion. All the parties being 21st capital bear and the chapter 7 trustee have agreed that 21st capital is not pursuing either the bear receivable or any accounts receivable. But if that jury instruction is correct, then you are. You're saying and if it's found that the services were rendered, if the money is owed to us, then that's an account receivable. Isn't that important for us to know and for you to be able to state whether it's accurate? Well given what Judge Jordan just said, that's a fair statement. But I can't really respond to that. I don't believe that's an accurate characterization. How far did the California action proceed that you had jury instruction? That was. You're like within a week. I was, we're still at a point where we're filing an amended complaint in that proceeding. And I don't even know that there may have been an initial answer file, but the cases, I don't even know the discoveries. So I'm not, I can't respond about a proposed jury instruction. I can only tell you that, you know, again, I keep returning to the plain language of the state. The appendix at 402 apparently. Anybody have the appendix? I have the appendix or honors, but I don't know that with the time remaining, I'll be Because that's really important too. If that claim is in the California action, there is an interest to the state because it fits within definition of account receivable. If it's discovered that the services were rendered, slam bam, thank you, man. It's right there. I appreciate that again. We are not pursuing accounts. So you would take that out of your proposed jury instruction? We would have to wouldn't wait. We are. Is that as that jury instruction? Is that consistent with how you characterize the theory of an account stated? It doesn't sound like it's at all compatible with the theory of an account stated. No, very true. Very true. And again, return again to the plain language of the stipulation. We are not pursuing account receivable. We are not pursuing the bear receivable. The most that can be said of the outcome of the California action is that it may give rise to some future claim that bear may wish to assert against AGR, which would be a whole different proceeding. And we believe that it is wholly unrelated to the bank. I gather it. I mean, there is this. Seems a bit of a curiosity to me at least that there's an acknowledgement by everybody that the invoices that are at stake in the California that involves their fraudulent. And I gather at your position that the legal significance of that, whether that would be the facturability to collect the California action, that does an issue to be determined in the California court. Is that correct? Absolutely. Thank you. Mr. Keller, maybe you can help clarify what this case is about. I'm really confused. May please, the court, I can take my best shot at that. If that has baffled two courts below you and the opposing counsel for at least. Can't we all just get along? Can you resolve this somehow? We thought we could and we thought we did when we entered into the stipulated order. Well, what's wrong with what's going on in California? They're pursuing bear because bear said, oh, we'll pay these. And so they think, Eureka, we've got some pocket because these are fraudulent invoices. The debtor doesn't have any interest. What's going on? Again, what's going on is 21st Capitol is desperately seeking to come up with some theory, not assuming there are no facts nor law that support it to go after bear. When you say there's no facts or law, what does what? This is what really puzzles me. If your position now is and it seems to have morphed over time, frankly, but if your position now is they can't come after us for anything that has to do with the business that we did with AGR and them. If that's the point of your, because anything that has to do with that implicates the estate. If that's your position, then what was the point of entering the stipulation? It seems like a massive charade if the point of the stipulation wasn't to say there's this thing that it's okay for them to go after. If they think they've got to claim against us based on our communications with them, go to California, knock yourself out. If that isn't the point of the stipulation, what is it, Mr. Keller? The point of the stipulation and all the proceedings before the bankruptcy court, including the contempt motion, were simply to protect the property of the bankruptcy estate. And that involved receivables based upon services delivered. Correct. So how, and it's limited to those. So how does it involve the fraudulent invoices? Because the only way that 21st Capitol can support its theory against Bayer is to prove that there was an account receivable. No, it's to prove that I communicated with, this is the theory I understand. There are theories. We had these things. We call them ICAs. But what they really are is an agreement between us 21st Capitol and Bayer that they're going to pay us because we've already paid the HR. So we have this thing going and we've been doing it for years. And now they stop paying it and they should have to pay it. And they told us that they would have paid them. So we're suing on that. And it's not an account receivable as defined in your stipulation because it's not based on services rendered. It's actually based on services that were never rendered, but which Bayer nonetheless said, we'll pay this. It is an account receivable, Your Honors. How does that work? How, I'm looking at the definition. Thank you. Language is stipulation. Take us through this language. It says, any amount owed with respect to services actually performed, Bayer on behalf of debtor for Bayer, which Bayer has not paid are an asset of the debtor's estate. In other words, if they were actual services, that's not what we call an account receivable. And other than the Bayer receivable, which is also off the table everything else, that that we call here, we're gonna call an account received. That's a very specialized definition, which specifically takes the actual services out of it. And you have to put in context what 21st Capitol is doing with the California action. Again, the stipulation protected the property of the bankruptcy estate, which was defined as accounts received. Any account existed as property of the bankruptcy is? The services performed. For services performed. Okay, so what are they doing in the California? Two days after that stipulation was signed by the parties, even before the bankruptcy judge approved it. 21st Capitol amended their complaint to add a breach of contract account under their UCC theory. Against Bayer. Against Bayer. Yes, against Bayer. And the account for money had and received. They subsequently dismissed that. And for goods and services sold and delivered. That was their attempt to comply with this stipulation. On the playing face of that account, it implicates an account receivable. How, when you say on the playing face, because that's where you've lost me candidly. If they say I gave Bayer owes me money because this is what I'm trying to try over our course of conduct get from them. They represent that this money is owed. What's the problem with that theory? The problem is that's not their theory. Bayer was not sued on any misrepresentation. Was not sued on what is defined as the 21st Capitol claim as the alleged direct contractual relationship. They were sued on this theory that, which by the way, the bankruptcy court didn't approve in which Bayer hotly contests and wasn't decided below. But their theory is Bayer entered into these ICAs with AGR and that's the 21st Capitol. Yeah, with the AGR. AGR is the debtor. Right now, I know that, but who do they communicate these ICAs to? To AGR or to Bayer? They are in agreement with Bayer and AGR that says if you give us this invoice, we'll tell you whether it's due or not. And 21st Capitol had a relationship with AGR, not the Bayer. But except that the only one things are trying to collect is the fraudulent invoices, isn't that correct? Isn't that correct? That's the theory that has morphed over time. Is it correct that they are just pursuing the fraudulent invoices? They are pursuing. How are the fraudulent invoices implicated in the stipulated order? Because the only way they can establish based on the counts in their complaint with the bankruptcy court and what the district court looked at is by proving something? By proving that there's an account and what they're trying to do is say, this is an account in the UCC parlance and therefore we can prove it. So the stipulated order doesn't say you can never refer to accounts receivable in anything, even if all you're trying to collect is something that isn't account receivable, doesn't? It says they can pursue the 21st Capitol claim. I mean, I don't know, I just don't try to get in the vault in the California action in intervene and let your voice be heard and let them pursue it and if they get any money, then, you know, all the better, I just don't understand why there's a contempt for a violation of the stipulated order. How can fraud, I mean, everybody agrees apparently, that's what we're told, that we're dealing with fraudulent invoices, how can those fraudulent invoices, in any sense, be an asset of these state? I mean, I just, that doesn't, that defies logic, it seems to me. So I'm struggling to understand how the integrity of the bankruptcy state isn't anyway implicated by what 21st Capitol is trying to do in the California action. And as I said, in my opening response to Judge Randall, your honor, that's exactly what we and both courts below have been struggling with for years. We don't know why we're being sued for an admitted fraudulent invoice. Well, fight that out in the California court. And if that, if we were sued just for fraud, we would, we wouldn't be here, but we're being sued on the theory that there is an account which gives rise to this 9403, 9404 defense. And what point first does that? Which, that's a matter for you to take up in California, isn't it? Look, is it the whole point of this stipulation, the whole point of the stipulation seems to be to say, hey, there's a fraud here. AGR was a bad actor. And that fraud is going to have financial consequences, either for me, 21st Capitol, or for you there. Okay? So it's going to hit one of us. And let's figure out who's going to take it for that. Which of us is going to take the hit? And that will decide in California. Everything else is in the bankruptcy court. Isn't that the import of the stipulation? I think the import is if there is any litigation over whether an account, the property of the bankruptcy of state exists, that will occur in the bankruptcy court. There's some other claim 21st Capitol can drum up that. But what other claim could there be? Everybody agrees that there's not some free floating other thing. AGR and 21st weren't associating on some other basis that we know of 21st and bear weren't associating at some point we don't know of. Everybody knows that what we're talking about here is the fraudulent invoices. And 21st Capitol assertion that in communicating with bear, we have an independent right that's come up and we want to pursue that in California. Now, I read the stipulation. It looks to me, artfully or inartfully drawn. Like that appears to be what's being carved out. Is that not what's being carved out? That overstate is slightly gestured but that is what's being carved out. The problem is that's not what's being pursued. Okay, what are two different things, right? Where in stipulation? Oh, hold on a second. Those are very different things. And I'm setting aside their jury instruction piece. We'll get to that in a second. Maybe they're not abiding by the stipulation. But for right now, just the fact that they could do this, that they could bring a claim, they could call it an account stated. They could have a theory for recovery, which is you represented that you'd pay us on these invoices and we think that's an account under California law. That's something that by the stipulation's terms is appropriate for a California court to decide. And maybe they'll agree with you and say that's a bunch of hogwash and throw that, but it's for California, right? No, they can't pursue that account stated because the underlying linchpin of an account stated claim is that there is an account between the debtor and bear. That's what the stipulation said must be. So you made the stipulation nonsense. No, no. Where in the stipulation? Where's the stipulation being violated? Give us a specific provision. The, it says that 21st Capitol cannot pursue the accounts receivable. That's what they're doing. And they are defined, they're not pursuing the accounts receivable because they're pursuing the fraudulent invoices, correct? No, under their theory of the complaint, as they attempted to amend the complaint, including the request to add an account stated claim, they are saying there's an account between bear and a GR. At bear in 21st Capitol, bear and a GR, and we're entitled to collect that in California. But the account stated piece means that bear said to 21st century, we will pay these. That's the account stated. That's, that's part of it. That's their argument, Your Honor. The predicate for that is that there has to be a pre-existing account under California law, and I believe other jurisdictions of account stated before you get to whether the account has been stated or not. And so that, again, is what both courts looked at below and said, well, they can't get to that. Put side bear's factual defenses. They can't get to that claim unless they establish that they're pursuing an account between bear and a GR. That's why you said that. You say so confidently that there has to be an underlying debt. And I guess your point is that if there was fraud in the relationship between a GR and bear, then there's a good argument that there is no underlying debt. But they make the point that the relevant fraud is in the relationship between 21st Capitol and bear. And if there was some fraud in the procurement of the confirmation of the validity of those invoices that had been assigned to 21st Capitol, and that they then submitted to bear for validation. Yeah, that kind of, that's the fraud that's relevant. But again, it's their position that the fraud in that relationship between a GR and bear simply not relevant under California law. And again, we're not being sued. The California law of accounts stated. Great. We're not being sued for fraud. Neither of the courts below made the finding on all the disputed components of that fraud claim. If it had been asserted, they're suing us on this account stated or originally goes in services, sold and rendered. And yes, you can't get to that account because of the fraud. But even if they got to the account, that's exactly what's implicated under the stipulation. And both courts said you can't possibly assert the claims for these accounts without violating the stipulation therefore you have to. Where's the debtor in all this? The debtor was a chapter seven debtor and a trustee was appointed, the trustee was a party to the stipulation, asserted a claim to the accounts receivable. Well, there's the debtor. This is what the trustee says. When asked whether 21st Capitol should be permitted to continue its Caldwell reaction, the trustee said, quote, I think what they're alleging is because someone inside bear also validated or somehow validated these invoices. Then 21st Capitol was induced to factor this money day, GRN as a result of that. They were harmed also by separate actions by employee bear. So that's not to me an account receivable action and whatever, but again, my position is I don't have any account receivables against bear. That's the trustee statement, right? Yes. So and do you disagree with that statement? No, everyone agreed that other than the bear receivable paid pursuant to the interpleoer action was the only account receivable that was valid. Yeah. So there you go. That's what's I think. No, here's it. Here's it. Here's my theory, perhaps, about for what it's worth, for how we might have gotten here. It seems like there may be a very legitimate concern if the jury instructions that you characterized in an earlier filing, the one that I quoted from that's in the joint appendix. If that's really the nature of the jury instruction they're seeking, well, then that would seem indeed to be an effort to get at money of the estate of the bankrupt. And that would be pretty dang troubling. But that isn't it's not like you guys went to the court and said, hey, look at these jury instructions. I want an order specifically forbidding them from pursuing that. You went and got and got an order of contempt on a stipulation which apparently is ambiguous enough that the people who negotiated it can't even say what it means. While they're standing before a bankruptcy court, a district court, and now a court of appeals. And if that's where we're at, then under the law of contempt, ambiguities being construed in favor of the alleged contemptor, this seems at this point like a lot of wasted effort when what you ought to be doing is going to the bank court about your specific complaint and pushing them off those jury instructions. You're on with all due respect. I think there was no ambiguity. The trouble either of the courts below they both agreed that what 21st Capitol is doing is pursuing an account receivable. The trustee does see the trustee of the bankrupt the state doesn't interest. If 21st Capitol had sued us on fraud. 21st Capitol in their first amended complaint and now in the second amended complaint that they're trying to get leave to pursue pursues this account stated in this account claim. They can't possibly prevail on that unless they violate the stipulation. That's what both the district court and the bankruptcy court clearly found. All right. Thank you. Thank you. Your honor. I would only only point out that, you know, again, the stipulation, I think, is clear. I appreciate Judge Jordan your comment that it may be ambiguous. I think it is clear that it says that only if accounts, only if it is determined in the course of the California action, this is paragraph five of the stipulation, that bear owes additional sums to the debtor for services actually performed by the debtor. That is, if any accounts receivable actually exist end quote, it becomes incumbent upon 21st Capitol report that to the trustee. How are they supposed to get you guys to live by the stipulation? If in fact the jury instruction submitted by your client in the California action are as they were represented to be and they do under those terms go directly against the accounts receivable of the estate. How are they supposed to make sure you're not playing fast and loose with the bankruptcy court by saying, oh, this is all we're going to do and then go to California and doing something different. Is it by contempt? It is not by contempt, your honor. If the California court were to find that the only way we can maintain this particular claim in the California action is to be pursuing capital A accounts capital are receivable, we lose. Yeah, but I think you're missing that point. It's not so much a legal question. It's just to straight up what are you doing in the California. If the jury instruction is as was represented, then you'd be pretty hard pressed to say it is not an effort to get at HR's accounts receivable. Wouldn't you? With apologies to the court, I don't know that I can answer that question. All right. I guess there's there was anticipated there might be some confusion because you wouldn't put paragraph five in if it was absolutely certain. And seems to me, paragraph five anticipates what might happen if it is discovered that there are accounts receivable. And to my mind, maybe your jury instruction and you're supposed to probably notify the debtor and this court will enter an appropriate or so the possibility was out there and you could say the jury instruction is intended to make sure you're making that determination and being able to comply with paragraph five. That may be very fair. I can appreciate that. I think those are all things that should be played out in the California court. For the benefit of my understanding what's going on here. What is the in terms of your claim against there in the California action? What is the relevance to that claim as to whether AGR actually provided the consulting services, whatever services are implicated to bear? Is that is that at all relevant to your which must be characterized as your independent claim, which I understand to mean that it's really independent of whatever services were actually provided by AGR to bear? I appreciate that. I do not think it is at all relevant because we know and I can't recall whether we articulated this in our briefs or not, but we know that there were no services provided in connection with the invoices pursuant to which one. How do you account for that instruction that Judge Jordan read? I hate to continue to give the court of blank look on that one, but I am unable to respond relative to that instruction. Thank you. Thank you for hearing us