[00:00:01] Speaker 00:
Good morning, Your Honors.

[00:00:02] Speaker 00:
Ginger Sotelo for Appellants.

[00:00:04] Speaker 01:
Good morning.

[00:00:05] Speaker 01:
Would you like to reserve any time for rebuttal?

[00:00:07] Speaker 01:
Yes, please.

[00:00:08] Speaker 00:
How much?

[00:00:09] Speaker 00:
Five minutes.

[00:00:10] Speaker 01:
All right.

[00:00:10] Speaker 01:
Please proceed.

[00:00:14] Speaker 00:
This matter concerns the propriety of the use of state law presumptions in federal question cases and specifically bankruptcy cases.

[00:00:26] Speaker 00:
This matter concerns federal laws, not state laws, not state contract laws.

[00:00:32] Speaker 00:
The bankruptcy court matter on appeal concerns the trustee's claims for preferential transfers and for, excuse me, for preferential transfers and for reconveyance.

[00:00:48] Speaker 00:
Federal rules of evidence dictate that the laws that apply in federal bankruptcy proceedings be federal laws.

[00:00:59] Speaker 00:
There's a lot of discussion in Appellee's briefs discussing the various bankruptcy cases that have used state law, state laws.

[00:01:11] Speaker 00:
If we look at those cases specifically, each of them concerns both diversity and federal question cases.

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None of the four cases identified or cited discusses pure questions of bankruptcy.

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Particular to this matter, Federal Rule 302 provides that in a civil action, excuse me, in a civil case, state law governs the effect of a presumption regarding the claim or defense for which state law applies the rule of decision.

[00:01:46] Speaker 00:
Here, the bankruptcy court misapplied Section 302 by allowing the presumption of 602 to provide for a value.

[00:01:59] Speaker 00:
Bankruptcy court cases cited in our briefs provide that federal laws demand fair market valuation and not presumptions and settlement agreements or state law presumption application.

[00:02:21] Speaker 00:
Even assuming that there

[00:02:23] Speaker 00:
The application of section 622 of California statutes is proper in this matter.

[00:02:29] Speaker 00:
That specific section has a carve out provision that does not allow the presumption to apply to any recitals of consideration.

[00:02:37] Speaker 00:
The specific information taken as a presumption as to value was that a recital of consideration and should not have been considered within the construct of section 622.

[00:02:52] Speaker 00:
Respondent's argument, excuse me, Appellee's argument is a tailored self-serving interpretation of section 22, arguing that you must only look to see whether there is a statement of the existence of consideration and only that is carved out of section 622.

[00:03:11] Speaker 00:
By limiting the section that way, it eviscerates the exemption in the section and should not be accepted by this court.

[00:03:38] Speaker 00:
Absent any competent evidence presented by appellee in the matter, in the motion for summary judgment, establishing any fair market value, there cannot be a determination in favor of appellee on the motion for summary judgment or for a judgment.

[00:03:58] Speaker 00:
Substantial evidence was provided during the opposition, in the opposition by appellee with regards to the valuation that should be applied.

[00:04:06] Speaker 00:
specifically discussing the operation and application of an underlying operating agreement and the investment return to each of the owners of the subject property.

[00:04:17] Speaker 00:
Only in evaluating and analyzing that analysis can we determine what the true value is on the market and what someone would accept at a discount to purchase that interest given the minimal returns that were anticipated.

[00:04:39] Speaker 04:
Well, isn't it true it could go both ways?

[00:04:41] Speaker 04:
So if we do as you ask and we reverse, then the trustee will have the opportunity to prove both that the property may be, the transfer may have been more than $450,000 or the transfer of the other interest may have been more than zero.

[00:04:54] Speaker 04:
So this could go either way, right?

[00:04:56] Speaker 04:
It might be that we'll prove that it's less, but may also prove that it's more if we were to reverse.

[00:05:01] Speaker 00:
Absolutely.

[00:05:02] Speaker 00:
And it's up to two separate transfers.

[00:05:04] Speaker 00:
The presumptions that were identified and argued by council

[00:05:08] Speaker 00:
were both as to a 450,000 value and a zero value, both of which could turn out to be much more.

[00:05:14] Speaker 00:
I submit they'll both come out to negative numbers, but yes, we understand and appreciate that could happen on a full valuation assessment.

[00:05:28] Speaker 01:
So you think that your client presented sufficient evidence of value to rebut a presumption of value from the

[00:05:38] Speaker 01:
based on the settlement agreement, is that right?

[00:05:42] Speaker 00:
I would say that there was no presumption that should have been allowed to then rebut.

[00:05:47] Speaker 00:
There should have been some presentation by Appellee that there was some value through expert evidence or market evidence and nothing was presented.

[00:05:57] Speaker 00:
Nonetheless, if there is a presumption that $450,000 is correct, then yes, my client did present sufficient evidence to identify

[00:06:07] Speaker 00:
The waterfall effects and the return on investments on the interest that was transferred sufficient to show no value.

[00:06:14] Speaker 01:
The argument is that it was a sham affidavit though because your client previously testified that they couldn't state what the value was.

[00:06:26] Speaker 00:
Correct.

[00:06:26] Speaker 00:
There was the argument made that it was a sham declaration, a sham declaration

[00:06:33] Speaker 00:
finding must have been made by the court and there was not a finding made within the order to that issue.

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The evidence that was presented by declaration was not inconsistent with the evidence at the deposition.

[00:06:46] Speaker 00:
The information was elaborated to more specifically look at the operating agreement and what it entailed in terms of final distribution upon sale of the asset.

[00:06:58] Speaker 01:
So even if there was

[00:07:00] Speaker 01:
a presumption, your client submitted sufficient evidence to rebut that presumption such that there should have been a trial.

[00:07:07] Speaker 01:
Correct.

[00:07:10] Speaker 02:
The problem is that the presumption is conclusive, right?

[00:07:15] Speaker 02:
I mean, under the state law, if it applies, it's a conclusive presumption.

[00:07:18] Speaker 02:
You can't rebut it.

[00:07:21] Speaker 00:
That is correct.

[00:07:21] Speaker 00:
It is a conclusive presumption that cannot be rebutted.

[00:07:25] Speaker 00:
And to that end, I redirect you to the arguments in the

[00:07:31] Speaker 00:
In the briefing on both sides that look at what state or federal law applies, and specifically to the four cases, Golden Gate, End Right R3MB, End Right Es Inyo Healthcare, and Zhu versus Li, which all include both diversity and federal question issues, all of which then allowed the use of California law.

[00:07:55] Speaker 00:
Whereas when we look at purely federal question with no diversity issues,

[00:08:00] Speaker 00:
there is no application of 622 that would be proper to allow the conclusive presumption.

[00:08:14] Speaker 00:
With that, I would submit that the bankruptcy court's use and adoption of the state court presumption to determine value was improper and respectfully request that this court remand overturn the MSJ order and judgment and remand with instruction

[00:08:29] Speaker 00:
regarding valuation and a determination with competent evidence on fair market value.

[00:08:35] Speaker 01:
All right.

[00:08:36] Speaker 01:
And then we'll just have the rest of your time reserved.

[00:08:38] Speaker 01:
Thank you very much.

[00:08:49] Speaker 03:
Good morning.

[00:08:51] Speaker 03:
Good morning, Your Honors.

[00:08:52] Speaker 03:
Jack Praetzellis for the Appellee, the Chapter 7 trustee.

[00:08:56] Speaker 03:
Appellants argue

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that the trustee didn't submit evidence of value of the transferred issue.

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Appellants signed a contract that said their membership interest was valued at $450,000.

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When asked what it was worth at the time of the transfer, the representative testified, I could not tell you that.

[00:09:14] Speaker 03:
Now, appellants want to tell this panel in the bankruptcy court below that the property was in fact worth less than nothing.

[00:09:20] Speaker 03:
That's contrary to the contract.

[00:09:22] Speaker 03:
it's contrary to the deposition testimony.

[00:09:25] Speaker 03:
And I would submit that California has a one sentence answer to that question, which is the facts recited in a written instrument.

[00:09:31] Speaker 02:
So, counsel, can you tell me why you think Section 302 of the Federal Rules of Evidence applies?

[00:09:37] Speaker 02:
What about this litigation makes state law supply the rule of decision in this case?

[00:09:44] Speaker 03:
Sure.

[00:09:45] Speaker 03:
Turning to that issue, Section 622 codifies the common law doctrine of a stop-and-wipe contract that parties... But why does state law control the resolution of a 547 preference claim?

[00:09:56] Speaker 03:
Because it tells the bankruptcy court how to understand the words in this settlement agreement.

[00:10:02] Speaker 02:
State law tells us... But why does a settlement agreement make any difference with regard to a preference claim?

[00:10:08] Speaker 02:
That's what I'm asking you.

[00:10:10] Speaker 02:
You want us to look at the settlement agreement and then discern that it has a value in it and that that somehow controls.

[00:10:17] Speaker 02:
What about the preference litigation makes state law applicable versus federal law?

[00:10:24] Speaker 03:
I would submit that the contract itself is what creates the preference.

[00:10:29] Speaker 03:
That's what we look at to decide.

[00:10:32] Speaker 04:
But the problem that you have is that

[00:10:36] Speaker 04:
The bankruptcy law for good reason doesn't rely on state law for everything.

[00:10:40] Speaker 04:
So it seems to me that the rule you're advocating could create an awful lot of mischief.

[00:10:45] Speaker 04:
If people knew this was the rule, then you would have debtors who are about to file bankruptcy make sweetheart deals with their insiders and then immunize them from a preference claim later on merely by saying, well, this is the recital of value in the contract.

[00:11:04] Speaker 04:
And knowing full well that had nothing to do with anything, other than the fact that they wanted to minimize the preference exposure of the insiders right after they filed bankruptcy.

[00:11:14] Speaker 03:
So, Your Honor, I would submit that that factual situation is not akin to what we have here.

[00:11:20] Speaker 04:
But isn't that going to be what happens if we adopt this rule?

[00:11:24] Speaker 04:
Anybody who's clever is going to do that.

[00:11:26] Speaker 04:
and say, oh, bankruptcy trustee, you can't touch me.

[00:11:29] Speaker 04:
I've got a state law presumption now, and it's going to trump anything that the bankruptcy code says about undoing sweetheart deals.

[00:11:34] Speaker 02:
And the BAP has issued a decision that supports that.

[00:11:37] Speaker 03:
Not all BAP decisions are presidential.

[00:11:41] Speaker 04:
No, but that's what people are going to do.

[00:11:43] Speaker 03:
But beyond that, there is an answer to those questions, which I believe is that courts don't enforce contracts that are

[00:11:49] Speaker 03:
for various reasons, including fraud and mistake.

[00:11:52] Speaker 03:
Understatement.

[00:11:53] Speaker 04:
How do we know this isn't one?

[00:11:55] Speaker 04:
I mean, this bankruptcy was filed, what, six months or so after this settlement was made?

[00:12:02] Speaker 04:
And these were all insider deals.

[00:12:04] Speaker 04:
How do I know this wasn't a sweetheart deal and this really wasn't worth $850,000 or a million dollars or $3.50?

[00:12:10] Speaker 04:
I mean, I don't know.

[00:12:12] Speaker 03:
I mean, I think the record below reflects that this was negotiated at arm's length, representations that the value of the property from the appellant's perspective was, in fact, shortly before this deal was signed, they said it was worth $700,000, and as part of the negotiation of a settlement of

[00:12:32] Speaker 04:
State court litigation, they ended up at 450 to allocate value and consideration and settlement agreements all the time for reasons that have nothing to do with the underlying values.

[00:12:43] Speaker 04:
I mean, take any personal injury settlement, whether you're going to call it pain and suffering or whether you're going to call it recovery of actual incurred costs.

[00:12:53] Speaker 04:
I mean, there's tax advantages to scheduling it one way or the other.

[00:12:56] Speaker 04:
And people do that all the time.

[00:12:58] Speaker 03:
And is it not important to have it actually reflect the actual value, particularly when there's a tax consequence?

[00:13:06] Speaker 04:
Oh, I'm not sure that has anything to do with actual value.

[00:13:10] Speaker 04:
It has to do with what's economically advantageous for the parties.

[00:13:13] Speaker 04:
It's a deal.

[00:13:14] Speaker 03:
Well, they've represented to the taxing authority that that is the value, and now we would be suggesting that they are not bound by that value as between the parties.

[00:13:23] Speaker 02:
But that's because they were motivated by a tax remedy and they weren't motivated by being honest about what the real transaction was.

[00:13:31] Speaker 02:
They had another ulterior motive.

[00:13:33] Speaker 02:
And we can't discern that in this case.

[00:13:36] Speaker 02:
In this case, isn't the real consideration the promise of payment?

[00:13:40] Speaker 02:
It isn't the actual value that's transferred.

[00:13:43] Speaker 02:
It's the promise that we're going to pay you cash and we're going to transfer these interests to you.

[00:13:47] Speaker 02:
It isn't the value of those interests that makes any difference in the transaction.

[00:13:51] Speaker 03:
I guess I would submit, why do they say what these interests are?

[00:13:54] Speaker 03:
They said these interests had specific values.

[00:13:57] Speaker 03:
One was 451, one was zero.

[00:13:59] Speaker 03:
Why did we value one at zero and one at one?

[00:14:01] Speaker 02:
Who cares why they valued it?

[00:14:03] Speaker 02:
Why does it make any difference to us or to anybody else since it's the promise, not the actual value that makes any difference?

[00:14:10] Speaker 02:
You're utilizing it because it's easy and it's simple.

[00:14:14] Speaker 02:
It's not that it actually makes any difference, does it?

[00:14:16] Speaker 03:
The flip side is that the alternative version of this is the trustee now has to go through a very expensive retrospective Yeah, guess what it has to prove its case instead of relying on this presumption

[00:14:30] Speaker 04:
And won't the trustee be shooting himself in the foot if you actually have this rule adopted?

[00:14:37] Speaker 04:
Because parties will negotiate accordingly, just like they negotiate accordingly around the tax laws.

[00:14:44] Speaker 04:
And they will suddenly start stating consideration to be much lower amounts so they can reduce exposure for insiders when they make these kinds of deals before bankruptcy is filed.

[00:14:55] Speaker 03:
As I said before, I think that if that concern

[00:14:59] Speaker 03:
has an answer, which is courts don't enforce, cannot enforce contracts for reasons of fraud or mistake, and that is not an issue.

[00:15:08] Speaker 04:
But it's a binding presumption.

[00:15:09] Speaker 04:
You just told me it's a binding conclusion.

[00:15:12] Speaker 04:
It's conclusive.

[00:15:14] Speaker 04:
I don't know that.

[00:15:15] Speaker 04:
Where's the law that says I would get to look behind that?

[00:15:18] Speaker 03:
Well, I think that if there's a basis for not enforcing the contract, there's a basis for not enforcing the binding presumption that stems from that contract.

[00:15:28] Speaker 02:
So the case law on 622, the provision that you rely upon, says that it's long been held that only the essential facts contained, which are necessary to determine the obligations and liabilities, why does this matter to us what the consideration is if it isn't necessary to the transaction?

[00:15:46] Speaker 02:
In other words,

[00:15:47] Speaker 02:
Exchange of promises is what the consideration is, and that creates the liability.

[00:15:52] Speaker 02:
That part is clearly binding on them.

[00:15:55] Speaker 02:
It's a valid settlement.

[00:15:56] Speaker 02:
There's no doubt about that.

[00:15:58] Speaker 02:
But the number that's assigned is irrelevant to anything.

[00:16:03] Speaker 02:
California wouldn't enforce that if it was part of the recital of consideration, and it wouldn't enforce it if it was an immaterial provision.

[00:16:10] Speaker 02:
So how do you get around that problem?

[00:16:12] Speaker 03:
I would respectfully disagree with that interpretation of 622.

[00:16:16] Speaker 02:
I think that Lane case, if you read it carefully, says that... I'm talking about the gas APS company versus bastion case.

[00:16:24] Speaker 02:
I'm talking about Taylor versus London blade.

[00:16:27] Speaker 02:
I'm talking about those cases that hold that its conclusive presumption is inapplicable to non-essential facts in a contract.

[00:16:35] Speaker 02:
That is not an essential fact of this contract.

[00:16:38] Speaker 02:
Consideration is an essential contract.

[00:16:41] Speaker 02:
The amount of the consideration is irrelevant.

[00:16:44] Speaker 03:
Well, a couple of points.

[00:16:46] Speaker 03:
I think the first issue is that whether or not the valuation provision is an essential piece of the contract or not was not an issue raised to the bankruptcy court in opposition to this motion.

[00:17:00] Speaker 02:
Who cares?

[00:17:01] Speaker 02:
We're on summary judgment.

[00:17:02] Speaker 02:
We have de novo review of this.

[00:17:05] Speaker 02:
You have to prove that you have an entitlement, that there's no disputed issues of fact, and you're entitled to judgment as a matter of law.

[00:17:11] Speaker 02:
And if you can't sustain that, then we're to reverse it.

[00:17:14] Speaker 02:
We can raise these issues.

[00:17:16] Speaker 02:
These are legal questions.

[00:17:17] Speaker 02:
These aren't factually disputed issues.

[00:17:20] Speaker 03:
Well, and I would respectfully submit that the legal questions being raised, which were not raised below, including whether or not 302 applies, the court has discretion, I will admit, to address legal questions on appeal.

[00:17:34] Speaker 03:
There's no question about that.

[00:17:35] Speaker 03:
However, under these circumstances, the court should not exercise that discretion for two reasons.

[00:17:41] Speaker 04:
It's not discretion.

[00:17:42] Speaker 04:
It's de novo review.

[00:17:44] Speaker 04:
It's a question of law.

[00:17:45] Speaker 04:
We don't have any deference to anybody on that.

[00:17:48] Speaker 04:
We look at the law.

[00:17:50] Speaker 03:
My understanding is that in opposition to the motion, the

[00:17:55] Speaker 02:
Appellant that the defendant was supposed to raise all of the arguments They were going to raise they raise an argument that the it was inappropriate to apply 622 the fact that they didn't raise 302 necessarily doesn't mean they couldn't raise it on appeal because they already preserved the objection to the use of 622 your argument now that 622 doesn't is distinguishable from the case law that

[00:18:20] Speaker 02:
says that these non-essential terms is another legal argument that they don't need to raise that we can raise with you, because we have to determine if it's appropriate, right?

[00:18:31] Speaker 03:
So I think there's a distinction on the 622 issue on your first question, which is that the 622 argument that was made at the trial court to the bankruptcy court was simply that the exception to 622 does not apply.

[00:18:44] Speaker 03:
There was never an argument that 622 as a whole should not be applied in this circumstance.

[00:18:50] Speaker 03:
That is not an issue.

[00:18:51] Speaker 03:
302 is nowhere to be found in the opposition to the motion.

[00:18:56] Speaker 02:
They only need to preserve an objection.

[00:18:58] Speaker 02:
They don't need to make every argument before the bankruptcy court in order for us to determine that it's preserved.

[00:19:04] Speaker 02:
Is that true?

[00:19:05] Speaker 03:
I mean, I don't think that it's not an argument that was made to the bankruptcy court.

[00:19:11] Speaker 03:
The bankruptcy court was never told

[00:19:13] Speaker 03:
don't apply 622 at all because 302 doesn't pull it in.

[00:19:18] Speaker 04:
But if they said don't apply 622, isn't that enough?

[00:19:22] Speaker 03:
Well, no, they said don't apply 622 because it falls into the exception.

[00:19:27] Speaker 04:
I think as long as they said don't apply 622, that's probably enough to preserve it.

[00:19:31] Speaker 03:
But the bankruptcy court wasn't told, oh, but the reason you don't apply it is this other reason that I'm not telling you about.

[00:19:37] Speaker 03:
It's that 302 doesn't work.

[00:19:39] Speaker 03:
And that's what I'm saying is that the bankruptcy court never got the opportunity to be told.

[00:19:43] Speaker 02:
So you tell us, why is 302 applicable then in this case?

[00:19:48] Speaker 02:
And to bring in the state law rule of decision in a preference action?

[00:19:56] Speaker 03:
With my four minutes remaining, I will briefly do that.

[00:20:00] Speaker 03:
And I would also like to address the sham declaration issue.

[00:20:03] Speaker 03:
I would say that bankruptcy courts commonly look at the contract

[00:20:08] Speaker 03:
payment terms, for example, and necessarily have to interpret those payment terms to determine whether or not a payment is in the ordinary course.

[00:20:15] Speaker 03:
We have to look at state law, follow state law contract interpretation principles to decide whether or not payment's in the ordinary course.

[00:20:23] Speaker 03:
The same state law is also applied to interpret contracts to determine to what extent the debtor had an interest in property, for example, under a contract.

[00:20:31] Speaker 03:
We're using state law contract interpretation principles in preference cases.

[00:20:37] Speaker 03:
And my view is that this issue gets, it is an issue of state law.

[00:20:45] Speaker 03:
When you look at a contract and interpret a contract, you have to look to state law.

[00:20:50] Speaker 03:
I would like to spend just a moment on the sham declaration issue because I only have a few left.

[00:21:00] Speaker 03:
Okay, so I'm actually gonna get to there.

[00:21:05] Speaker 03:
I do wanna point out that

[00:21:06] Speaker 03:
There's a, before we get to that, the Clemens case cited by Appellants in the moving papers says that a signed agreement assigning value to a transferred asset creates a prima facie case that shifts the burden.

[00:21:20] Speaker 03:
The opening brief from Appellants says, Clemens holds that when a plaintiff establishes asset value through a written agreement, they make a prima facie case of value, shifting the burden to defendant to rebut it with credible evidence.

[00:21:32] Speaker 03:
That's at the opening brief at page 22.

[00:21:35] Speaker 03:
I would submit that the settlement agreement submitted as part of the motion shifted the burden to the appellant to offer conflicting evidence to demonstrate that the value is not as stated.

[00:21:51] Speaker 03:
What evidence we got back was a sham declaration that didn't create a tribal issue of fact.

[00:21:57] Speaker 03:
The declarant went from testifying he couldn't tell me the value of that property at the time to weeks later

[00:22:03] Speaker 03:
giving a negative value analysis with nothing changed using the evidence that he was put in front of him.

[00:22:11] Speaker 02:
So the bankruptcy court made a finding that this was a sham affidavit?

[00:22:15] Speaker 03:
No, Your Honor.

[00:22:15] Speaker 03:
The bankruptcy court didn't make that finding because the bankruptcy court didn't have flag for it.

[00:22:21] Speaker 02:
You raised it in summary judgment.

[00:22:23] Speaker 02:
When it made its decision, it didn't rule on your motion.

[00:22:27] Speaker 02:
It didn't say you were correct.

[00:22:29] Speaker 02:
It didn't do anything to support that decision, right?

[00:22:32] Speaker 03:
I agree.

[00:22:33] Speaker 03:
The bankruptcy court did not make a decision on that.

[00:22:35] Speaker 03:
And I would suggest that perhaps had the 302 issue been raised by the appellant, the bankruptcy court would have concluded the thought and ruled on the sham declaration issue.

[00:22:49] Speaker 03:
But typically, courts, when they get to a decision, stop.

[00:22:53] Speaker 03:
they don't go one step further because it's unnecessary to their ultimate decision.

[00:22:58] Speaker 02:
I think that's... But isn't your argument that you just presented is that, look, we had a conclusive presumption in a document that shifted the burden to them.

[00:23:09] Speaker 02:
they then file an affidavit, they can't, because anything they say after the deposition testimony, we're going to create a sham affidavit argument about, and the court doesn't have to rule on it, it's still going to be determined to be sham affidavit.

[00:23:21] Speaker 02:
So they can't rebut your presumption under your argument.

[00:23:25] Speaker 03:
Well, this is an alternative reason for affirming the bankruptcy court's decision, which is to look at the evidence submitted in opposition.

[00:23:32] Speaker 03:
And as I said, I believe that the

[00:23:39] Speaker 03:
that if the court decides to conclude that the issue was not waived, I would suggest request that you examine what the declaration said, because it is inconsistent with the deposition testimony, directly inconsistent.

[00:23:56] Speaker 02:
But it has to be clear and unambiguous to justify striking the affidavit.

[00:24:01] Speaker 02:
And how is that established in this case?

[00:24:04] Speaker 03:
Because he was asked,

[00:24:06] Speaker 03:
What is it?

[00:24:06] Speaker 03:
What was it worth at the time of the transfer?

[00:24:08] Speaker 03:
And he said quote I cannot tell you and the declaration says I reviewed additional documents.

[00:24:15] Speaker 02:
I went to a broker's opinion of value.

[00:24:17] Speaker 02:
I did an analysis the operating agreements I was asked more specifically to give an opinion of value than what was presented at the deposition But he's using evidence that was given to him at the deposition to value

[00:24:29] Speaker 03:
I think that's the issue, is that there's nothing new here.

[00:24:33] Speaker 02:
Did you ask him to look at that evidence before you asked the question and then to give you an opinion of value?

[00:24:39] Speaker 03:
I do not recall, Your Honor.

[00:24:41] Speaker 03:
I don't want to say one way or the other.

[00:24:42] Speaker 03:
But I believe that he had an opportunity to say how to value it.

[00:24:46] Speaker 03:
He also had an opportunity to say how he would value it.

[00:24:49] Speaker 03:
And he said, you only know what it's worth when somebody tells you what it's worth by offering you some money.

[00:24:57] Speaker 03:
Looking at the record on the sham declaration, I recognize that most things do not count as a sham declaration.

[00:25:04] Speaker 03:
I would submit that this does.

[00:25:08] Speaker 03:
And I know that I'm a minute and 15 over.

[00:25:10] Speaker 03:
So I appreciate the indulgence on the time.

[00:25:13] Speaker 03:
Thank you, Your Honors.

[00:25:13] Speaker 02:
Thank you.

[00:25:14] Speaker 03:
Thank you.

[00:25:18] Speaker 00:
I will submit, Your Honors.

[00:25:20] Speaker 00:
Thank you.

[00:25:21] Speaker 02:
Thank you.

[00:25:21] Speaker 01:
All right.

[00:25:22] Speaker 01:
Thank you very much for your argument.

[00:25:23] Speaker 01:
The matter will be submitted, and we will issue a decision.