[00:00:00] Speaker 04:
And we're prepared to hear argument from the last case, which is also modern font applications versus peak restaurant partners and dime brands global, 2020-22-78.

[00:00:14] Speaker 04:
Mr. Klage again.

[00:00:22] Speaker 04:
All right, we're running too fast.

[00:00:27] Speaker 04:
Mr. Bonilla?

[00:00:28] Speaker 04:
Mr. Bonilla, can you hear us?

[00:00:31] Speaker 01:
Yes, I can hear you, Your Honor.

[00:00:35] Speaker 04:
We're ready.

[00:00:38] Speaker 04:
Mr. Clegg, please proceed.

[00:00:40] Speaker 05:
Thank you, Your Honor.

[00:00:43] Speaker 05:
Fifth Mr. Court, my name is Barry Clegg, and I, as previously mentioned, represent modern fund application, the plaintiff in this case.

[00:00:52] Speaker 05:
During this hearing, as I mentioned, for simplicity, I may refer to a felon as MFA.

[00:00:58] Speaker 05:
And I will try to keep the issues specific to this case, because of the multiple appeals to the NFA.

[00:01:05] Speaker 05:
On appeal, there are multiple issues involving multiple pretendants.

[00:01:10] Speaker 05:
So there's a lot of issues to address.

[00:01:12] Speaker 05:
And I'd like to focus just on a couple of primary issues, because of the time constraints.

[00:01:17] Speaker 04:
Let me just focus you right off the bat with respect to Dine.

[00:01:22] Speaker 04:
Dine?

[00:01:24] Speaker 04:
doesn't seem to have had activity in Utah.

[00:01:28] Speaker 04:
So there's no venue with respect to DINE.

[00:01:31] Speaker 04:
Is that not correct?

[00:01:33] Speaker 05:
No, Your Honor.

[00:01:36] Speaker 05:
There was some evidence of DINE sending employees and representatives to Utah.

[00:01:48] Speaker 05:
DINE also, one of the primary issues is they had

[00:01:54] Speaker 05:
Dine said in their declaration that they have property in Utah, that they inspect restaurants in Utah.

[00:02:02] Speaker 05:
Dine has employees that act for them.

[00:02:06] Speaker 04:
Do they have a regular and established place of business?

[00:02:10] Speaker 04:
They're not incorporated in Utah.

[00:02:16] Speaker 05:
Yes, we believe they have a regularly established place of business in Utah.

[00:02:22] Speaker 05:
You know, they're not incorporated there, but that's an issue of residency versus an established place of business.

[00:02:27] Speaker 03:
But you know, the whole theory about venue depends on finding that DINE is responsible for the activities of its subsidiary peak, right?

[00:02:39] Speaker 05:
That, yeah, that's the primary issue is whether the subsidiary's actions or properties and such would be computed to DINE

[00:02:52] Speaker 05:
But they did picture that they had property in Utah in the declaration that they submitted to the court at the outset.

[00:03:01] Speaker 03:
But Dine itself doesn't have a regular and established place of business on its own.

[00:03:07] Speaker 03:
The only way it could have a regular and established place of business is if you're right that the subsidiary activities are attributed to the parent, correct?

[00:03:18] Speaker 05:
Well, I don't know that I would agree with that.

[00:03:22] Speaker 05:
But I do think it's probably would be more helpful to address specifically some of the procedural issues that go towards, I think, the issue that your honor is concerned with regarding whether the actions of the subsidiaries and the assets of the subsidiaries to establish places of business of subsidiaries can be imputed to dying.

[00:03:46] Speaker 05:
You know, regarding that, the motion to dismiss that was granted as to dying was improper, from proper venue, ignored procedure requirements of the 10th Circuit.

[00:04:02] Speaker 05:
So in the 10th Circuit, under Hancock D18T, the 10th Circuit permits three options for court to face for the venue challenge.

[00:04:10] Speaker 05:
One is denying the motion to dismiss.

[00:04:13] Speaker 05:
The other is holding an evidentiary hearing or drawing all reasonable inferences in MFA's favor or resolving all factual disputes in MFA's favor.

[00:04:31] Speaker 05:
And the court didn't do any of these.

[00:04:34] Speaker 05:
Instead, it made inferences against MFA and resolved factual disputes against MFA.

[00:04:38] Speaker 05:
Dine's briefing asked the court to compound the error by arguing factual excuse against Tenente.

[00:04:44] Speaker 05:
But Dine never contested in his briefing Tenente's argument that district court failed to follow the allowable procedures.

[00:04:52] Speaker 05:
On that alone, the court should reverse the district court under Hancock 18T.

[00:05:01] Speaker 05:
Going back to

[00:05:04] Speaker 05:
peak for a moment.

[00:05:05] Speaker 05:
And I want to ask you, would you like me to take these in the order of the defendants or those issues, or would you like me to stick with dying for now?

[00:05:15] Speaker 04:
Why don't you deal with peak?

[00:05:18] Speaker 05:
OK.

[00:05:18] Speaker 05:
So addressing the dismissal of peak, MFA put all the elements of both direct and induced infringement as the key.

[00:05:26] Speaker 05:
With that said, I think it's important to remember

[00:05:29] Speaker 05:
three principles, legal principles.

[00:05:33] Speaker 05:
One is the plaintiff's not required to plead infringement on an element-by-element basis.

[00:05:38] Speaker 05:
And two, 10th Circuit held in Minter v. Prime Equipment Company that the purpose of Rule 15A is to provide litigants, quote, a maximum opportunity for each claim to be decided on its merits rather than on procedural viceties.

[00:05:55] Speaker 05:
And three, the district court is required to draw all reasonable inferences in favor of plaintiff.

[00:06:01] Speaker 05:
And the bill of lading, the court said, quote, nothing entwined Lee or its priority allows the court to choose among competing inferences, as long as there are sufficient facts alleged to render the nominal assertive inferences plausible.

[00:06:16] Speaker 05:
So in this case, Pete filed an initial complaint, or an initial motion to dismiss, I apologize,

[00:06:24] Speaker 05:
And in that motion, the complaint was that MFA had used the term defendants in the plural, so they couldn't tell when the complaint was alleging acts against Pete versus acts against Dime.

[00:06:41] Speaker 05:
The court dismissed on that basis and said as much in its later order.

[00:06:50] Speaker 05:
So MFA filed an amended complaint.

[00:06:55] Speaker 05:
The peak opposed that.

[00:06:57] Speaker 05:
And in response, the court granted motions for the two men to complain, said that MFA had fixed the problems, and in fact, the court actually said that MFA had specifically made allegations regarding inducement.

[00:07:20] Speaker 04:
Mr. Clegg?

[00:07:22] Speaker 04:
Yeah.

[00:07:22] Speaker 04:
You're appealing the court's denial of your motion for sanctions.

[00:07:27] Speaker 04:
You had a motion for sanctions in the other case, which was also appealing.

[00:07:34] Speaker 04:
And of course, it seems that it was your responsiveness that the trial judge had trouble with in the prior case.

[00:07:44] Speaker 04:
But you're appealing sanctions in both cases.

[00:07:48] Speaker 04:
The judges are different.

[00:07:51] Speaker 04:
The defendant and counsel are different.

[00:07:55] Speaker 04:
Do you ask for sanctions in all of your cases?

[00:07:59] Speaker 05:
No, Your Honor.

[00:08:00] Speaker 05:
In fact, in these two.

[00:08:03] Speaker 02:
Counsel, may I add that I heard a case that you argued against Alaska Airlines back in December.

[00:08:10] Speaker 02:
And in that case, you also argued for sanctions, sanctioning the opposing counsel.

[00:08:18] Speaker 05:
Yeah, at the district court level, that is the case in that particular case.

[00:08:23] Speaker 05:
And I just want to make sure I'm keeping track of my time here.

[00:08:29] Speaker 05:
I guess I'm still good.

[00:08:30] Speaker 02:
Do you do this as a matter of course in all your cases?

[00:08:35] Speaker 05:
No.

[00:08:36] Speaker 05:
It's true in these particular circumstances here in the district of Utah that has happened.

[00:08:42] Speaker 05:
So in each of these instances, a little bit different.

[00:08:48] Speaker 05:
In the last case, that was related to discovery issues.

[00:08:53] Speaker 05:
And in that case, they had actually violated court orders regarding discovery.

[00:08:57] Speaker 05:
And we requested sanctions because of that.

[00:09:00] Speaker 04:
So what's sanctionable here?

[00:09:04] Speaker 05:
OK, so in this case, the issue has to do with the rule 27.

[00:09:09] Speaker 05:
This is addressing the issue regarding

[00:09:15] Speaker 05:
a 30B6 witness, and the 30B6 witness did not effectively, for all effective purposes, really did appear for the 30B6 deposition because the witness was unprepared.

[00:09:30] Speaker 05:
Numerous questions were asked regarding topics that were approved by the court, and the witness said that he had not read documents, that he said, well, to know that, you have to go ask such and such person,

[00:09:45] Speaker 05:
at some department.

[00:09:48] Speaker 05:
He acknowledged he did not talk to anybody and not receive documents on topics that were specifically approved by the court.

[00:09:57] Speaker 05:
So we were stuck asking questions where the witness constantly said, I don't know, I don't know, I wouldn't know that.

[00:10:06] Speaker 05:
One example would be lease terms.

[00:10:08] Speaker 05:
One of the topics was leases in Utah.

[00:10:11] Speaker 05:
And the witness had acknowledged he hadn't actually reviewed the terms of the lease, even though that was one of the topics of the 36th deposition.

[00:10:21] Speaker 05:
And then we weren't, MFA wasn't committed to any document discovery or any written discovery.

[00:10:26] Speaker 03:
You got a second 30B6 deposition, right?

[00:10:31] Speaker 05:
We did, but that was expensive and cost a lot to go down there, and it was limited on topics.

[00:10:36] Speaker 05:
And there was still no other discovery provided.

[00:10:38] Speaker 05:
So it made it difficult to test the positions that they were taking.

[00:10:42] Speaker 05:
And so they made a few sort of generalized responses to questions.

[00:10:49] Speaker 05:
But when it got into the nitty-gritty questions, they didn't know answers regarding underlying facts to support their kind of conclusory statements during the deposition.

[00:11:00] Speaker 05:
And 36, the second 36 wasn't sanctioned.

[00:11:04] Speaker 05:
It was because discovery was that,

[00:11:07] Speaker 05:
deficiencies.

[00:11:08] Speaker 05:
And so that was really about, you know, it was limited to a specific topic.

[00:11:19] Speaker 04:
You are in the rebuttal, but you can continue if you wish.

[00:11:23] Speaker 05:
I would like to reserve the way through the rebuttal.

[00:11:26] Speaker 04:
We'll save it for you.

[00:11:31] Speaker 04:
Mr. Bonilla?

[00:11:38] Speaker 01:
Good morning, Your Honor.

[00:11:38] Speaker 01:
May it please the court?

[00:11:42] Speaker 01:
My name is Ricardo Bonilla.

[00:11:44] Speaker 01:
I am representing the defendants at Belize in this matter, Dine Global Brands and Peak Restaurant Partners.

[00:11:52] Speaker 01:
And I want to address a couple of things that we just heard from opposing counsel before getting into the more substantive aspects of this appeal, specifically with respect to the issues about sanctions for the 36 witness.

[00:12:07] Speaker ?:
I do want to note this is not the first motion for sanctions filed by modern thought in this case.

[00:12:11] Speaker 01:
In fact, when we first appeared on the case and asked for a 30-day extension of time to our response deadline, when we filed the motion to dismiss, modern thought thought it appropriate to move for sanctions because of that conduct.

[00:12:26] Speaker 01:
There have been quite a few requests for sanctions, none of which we think were meritorious.

[00:12:32] Speaker ?:
And with respect in particular to this 30 v 6 issue,

[00:12:36] Speaker ?:
One of the things I heard from opposing counsel just now was that the witness didn't review the terms of lease agreements.

[00:12:42] Speaker 01:
The problem, of course, is that that lease, those terms, those were lease agreements to which dine brands is not a party.

[00:12:51] Speaker 01:
It's dine subsidiaries that may be involved with those agreements.

[00:12:56] Speaker ?:
And in particular, when it comes to these leases, there are actually four entities between the franchisees that sub-lease the properties

[00:13:05] Speaker 01:
and the eventual ownership up to Dime Brands.

[00:13:09] Speaker 01:
And so one of the problems that modern funds was faced with, and one of the reasons why it was proper for the lower court to grant the motion to dismiss for improper venue with respect to Dime, is that the main defendant is Dime Brands Global.

[00:13:23] Speaker 01:
And that entity doesn't have any regular or established place of business, regular and established place of business in Utah.

[00:13:31] Speaker 01:
It owns an entity that owns entities that own entities

[00:13:36] Speaker 01:
that ends up being property in Utah.

[00:13:38] Speaker 01:
But they are not one and the same, and they shouldn't be treated as one and the same in this case.

[00:13:44] Speaker 01:
Another thing that we heard quite a bit from opposing counsel is that modern thought, that the court did not accept or make all inferences in modern thought's favor.

[00:13:54] Speaker 01:
But the issue, of course, is that it's not just whether modern thought can speculate as to who set of facts would be most beneficial to it.

[00:14:02] Speaker ?:
It must have some kind of evidence.

[00:14:04] Speaker 01:
and faced with the evidence that was presented by Dine with two 36 depositions totaling eight hours.

[00:14:13] Speaker 01:
Faced with that evidence, Modern Fund would have had to present some kind of evidence to suggest the facts as laid out by Dine were untrue.

[00:14:21] Speaker 01:
And that's simply not the case.

[00:14:23] Speaker 01:
Dine does not have a regular and established place of business in Utah.

[00:14:27] Speaker 01:
It has subsidiaries that may have some property interest in Utah, but those aren't Dine.

[00:14:34] Speaker 01:
And this court has been clear that when it comes to the regular and established place of business analysis, the identified location must be of the defendant.

[00:14:44] Speaker 01:
And here, there are no locations that are of Don.

[00:14:49] Speaker 01:
Now, we've heard quite a bit from opposing counsel that there are reasons why those actions of the subsidiary should be imputed to Don.

[00:14:58] Speaker 01:
But that's a high burden.

[00:15:00] Speaker 01:
to basically ignore the corporate form.

[00:15:02] Speaker 01:
When you have entities here that did anything but, they maintained corporate separateness, they maintained separate accounts, separate statements.

[00:15:12] Speaker 01:
Something we see in briefing from Monarch Fund is that because Dime had a consolidated financial statement, meaning that there were the financials for various entities on a single consolidated statement, that that meant that they were combining all of those funds and that there are

[00:15:30] Speaker 01:
using all the same accounts, and they're using all the same employees.

[00:15:34] Speaker 01:
And that's, again, simply not the case.

[00:15:37] Speaker 01:
Simply just because a party consolidates the statements does not mean it's not respecting the corporate form.

[00:15:42] Speaker 01:
And in fact, there can be quite a bit of overlap between entities.

[00:15:46] Speaker ?:
But the courts will still respect that corporate form.

[00:15:49] Speaker ?:
And that's what should happen here.

[00:15:51] Speaker 01:
And once that's the case, once that's established that these are separate entities, there can be no question of dying

[00:15:58] Speaker 01:
is not properly valued as a defendant in the state of Utah.

[00:16:01] Speaker 04:
Why don't you move on to peak?

[00:16:05] Speaker ?:
Absolutely, Your Honor.

[00:16:06] Speaker ?:
With respect to peak, there are two kinds of issues, the direct infringement and the indirect infringement.

[00:16:12] Speaker 01:
Now, for the direct infringement, Bonaparte alleged that peak employees would download the mobile application, the IHOP application.

[00:16:23] Speaker 01:
But there aren't actually any plausible allegations those employees were doing that.

[00:16:28] Speaker 01:
Modified did say that if it were given an opportunity to amend its complaint, once again, it could provide more detail, and that it would have more facts it could allege that would establish this issue of direct infringement.

[00:16:39] Speaker 01:
But of course, if that was the case, Modified should have included those facts in any of the three opportunities it had to allege its, to make its allegations in its complaint.

[00:16:49] Speaker 01:
It initially filed its complaint saying the defendants, plural, were acting in one way or another, but without making clear which defendant was conducted.

[00:16:58] Speaker ?:
performing which act.

[00:17:00] Speaker 01:
So the first motion to dismiss was filed by E to say that it could not tell what actions it was being accused of conducting such that there was infringement.

[00:17:12] Speaker ?:
And the court agreed and said, yeah, there are some facts.

[00:17:15] Speaker ?:
There are issues here that, if not remedied, would render Modern Front's allegations implausible and therefore would be properly a subject of motion to dismiss.

[00:17:25] Speaker ?:
Modern Front then amended his complaint

[00:17:29] Speaker 01:
in response to that, but kept more references to dying, even though dying was dismissed for a lack of proper venue.

[00:17:36] Speaker 01:
And we opposed their motion to leave on that basis, motion for leave on that basis.

[00:17:42] Speaker 01:
And the court noted that there were still factual issues.

[00:17:45] Speaker 01:
Although, opposing counsel is correct, that the court said that they had fixed, Modern Fund had fixed the first problem, which was referring to the defendants together in every instance.

[00:17:55] Speaker ?:
It did not fix the rest of the problems.

[00:17:58] Speaker 01:
that there are no allegations, nor would there be, that peak employees were downloading this app in the scope of their employment.

[00:18:07] Speaker 01:
To the extent that we're doing anything like that, they would be referring to their own personal devices, doing it on their own personal time, actions that should not be attributed to peak.

[00:18:17] Speaker 03:
What about the customer's inducement of customer infringement?

[00:18:24] Speaker 01:
And that's exactly what I was going to go next, Your Honor.

[00:18:26] Speaker ?:
That's the indirect infringement issue and induce infringement.

[00:18:30] Speaker ?:
And you'd ask, in the other case, about if when customers download these apps, is that enough for infringement?

[00:18:37] Speaker ?:
Certainly, that's what Modern Fund alleges.

[00:18:40] Speaker 01:
But there's then the problem of intent.

[00:18:43] Speaker 01:
There has to be specific intent on behalf of the named defendant here, Peat Restaurant Partners LLC, to call or induce its customers to

[00:18:54] Speaker 01:
infringe, not just to download the app, not just to take action that could then later be alleged to be infringing, but to actually infringe.

[00:19:03] Speaker 01:
And there are no allegations that Peek had notice of these patents and specifically notice that the website or the menus that say download the IHOP app were inducing customers to infringe the claims in these patents.

[00:19:19] Speaker 01:
And then that also brings up another issue, which is that

[00:19:22] Speaker 01:
the menus are controlled by the IHOP brand subsidiaries, not by Peak.

[00:19:30] Speaker 01:
All Peak does is sublease or lease the properties where they have these restaurants and act as a franchise owner.

[00:19:40] Speaker 01:
So there aren't allegations here sufficient to possibly show that Peak intended for its customers to infringe.

[00:19:49] Speaker 01:
They have menus that say download our app, but that's insufficient.

[00:19:53] Speaker 01:
There has to be specific intent of inducing an infringing act.

[00:19:57] Speaker 01:
And we don't have that here.

[00:19:59] Speaker 01:
And again, we heard from opposing counsel about how there could be, they'd asked for leave to amend.

[00:20:04] Speaker 01:
They asked for leave to amend in opposing all of our motions.

[00:20:08] Speaker 01:
And each time they said, we could add more facts.

[00:20:11] Speaker 01:
And the judge here, Judge Stewart, looked at that and said, OK, you told us you could add more facts.

[00:20:16] Speaker 01:
You've had multiple opportunities to do it, and you haven't done it.

[00:20:21] Speaker 01:
failed to cure deficiencies, which is what happened here, then it is the court is within its discretion to grant the motion and to do so with prejudice.

[00:20:37] Speaker 01:
Now, there are other issues that opposing counsel, that Myra Fogg, put into its briefing.

[00:20:42] Speaker 01:
In addition to the sanctions issue, there's this issue about Rule 12,

[00:20:46] Speaker 01:
I think all those issues are well briefed, and we'll rest on the papers there unless there are questions from the court.

[00:20:53] Speaker 01:
But the main issue that modern thought has here is that it sued two entities, one that was improperly venue, and the other that doesn't have enough to do with what they are accusing of infringement to be a properly named defendant in this case.

[00:21:08] Speaker 01:
And therefore, the allegations asserted against Peek should have been dismissed with prejudice, and this court should affirm that decision.

[00:21:15] Speaker 01:
And the allegations against dying should have been dismissed without prejudice before improper venue.

[00:21:21] Speaker 01:
And that decision should also be confirmed.

[00:21:24] Speaker 01:
Does the court has any other questions?

[00:21:26] Speaker 01:
I'm happy to answer them.

[00:21:27] Speaker 01:
But otherwise, we'll rest on the papers for the remainder of our arguments.

[00:21:30] Speaker 04:
Thank you, Mr. Medea.

[00:21:33] Speaker 04:
Mr. Clay has a few minutes for a bottle.

[00:21:43] Speaker 05:
I apologize, I was muted.

[00:21:44] Speaker 05:
How much time do I have, Your Honor?

[00:21:49] Speaker 05:
So I want to address quickly that the issue of sanctions, Nemethase had 18 sanctions.

[00:21:58] Speaker 05:
There was only, sorry, and Nemethase only requested sanctions in three of those.

[00:22:06] Speaker 05:
Regarding this case, they mentioned earlier that we requested sanctions over delays,

[00:22:13] Speaker 05:
There was no request for sanctions there.

[00:22:14] Speaker 05:
There was a suggestion that it would be sanctionable, but it was never requested.

[00:22:19] Speaker 05:
And then regarding opportunities to amend, there were not three opportunities to amend.

[00:22:27] Speaker 05:
The court dismissed the initial complaint over this issue of defendants.

[00:22:31] Speaker 05:
It's more like a Rule 12E.

[00:22:33] Speaker 05:
And regarding clarifying which party was which, the court said that it was

[00:22:39] Speaker 05:
Then we eventually filed a request for leave and the court said that granted that leave and said that all the issues were fixed.

[00:22:50] Speaker 05:
Then next on that first amendment complaint there was another motion.

[00:22:55] Speaker 05:
So there was really only two motions to dismiss and the issues on which the complaint was dismissed with prejudice only came up in the second motion.

[00:23:05] Speaker 05:
They were not in the first motion.

[00:23:06] Speaker 05:
the first time, so there's really no opportunity whatsoever to amend on these issues.

[00:23:11] Speaker 05:
The court acknowledged that, and as Mr. Bonilla acknowledged as well, that MFA offered facts that could have been amended into complaint to fix the perceived deficiencies.

[00:23:27] Speaker 05:
And then Mr. Bonilla makes a lot of arguments regarding

[00:23:35] Speaker 05:
IHOP's conduct with its employees, but those are all, this is not some judgment.

[00:23:43] Speaker 05:
Those are pleading for issues and inferences should go in favor of MFA.

[00:23:49] Speaker 05:
And there shouldn't be sort of arguments on what facts should be accepted and which facts should not be.

[00:23:57] Speaker 05:
Regarding the issue of control and menus,

[00:24:01] Speaker 05:
The menus, you know, irrespective of whether dining or subsidiaries control what goes on the menu, peak controls the menus going to customers.

[00:24:12] Speaker 05:
It controls its employees, it controls handing those menus to, and having its employees hand those menus to customers.

[00:24:19] Speaker 05:
And it's indistinguishable that the menus include instructions to download the app, and that downloading the app is an infringement.

[00:24:27] Speaker 05:
because it combines the software with an apparatus or a handheld device that is then fringing.

[00:24:36] Speaker 05:
All the other allegations regarding inducement are there, knowledge of the patent, and the intent can be inferred basically based on the knowledge and knowing the allegations.

[00:25:04] Speaker 05:
Regarding the fact issues raised by Mr. Bonilla and Dine going towards sort of the intervening of the corporations, there's numerous, numerous facts showing that there was not separateness between the corporations.

[00:25:30] Speaker 05:
And just a couple of examples.

[00:25:34] Speaker 05:
regarding that issue is that one district court found that the management was intertwined as well as the financing arrangements.

[00:25:44] Speaker 05:
Some of the issues, though, is if you look at the bank accounts, all the bank accounts are controlled by DINE.

[00:25:50] Speaker 05:
It's all their employees, their management that control them.

[00:25:54] Speaker 05:
They're their signatories.

[00:25:56] Speaker 05:
No money ever changes hands.

[00:25:58] Speaker 05:
DINE tries to use this word account

[00:26:01] Speaker 05:
and use the semantics to suggest that they have separate accounts.

[00:26:04] Speaker 05:
And they really aren't separate accounts, because what they have is essentially itemizations.

[00:26:10] Speaker 05:
But when their witness testified, their witness testified that in response to making these itemizations in a spreadsheet, no money ever changes hands.

[00:26:20] Speaker 05:
No money is mooshed out of any bank accounts.

[00:26:22] Speaker 05:
It's all controlled by dying.

[00:26:27] Speaker 05:
Dying controls the day-to-day activities of the subsidiaries.

[00:26:30] Speaker 05:
Dining and subsidiaries do not charge each other for services because there's no change of money.

[00:26:41] Speaker 05:
Dining is subsidiary assets to pay debts.

[00:26:44] Speaker 05:
There's multiple other aspects.

[00:26:45] Speaker 05:
They share offices, dine pays the rent, dine pays the payroll, dine pays the HR, the training, computers, IT, everything, and no money ever changes hands.

[00:26:56] Speaker 04:
Mr. Clegg, the hands of the clock do move though.

[00:27:01] Speaker 04:
Your time has expired.

[00:27:03] Speaker 04:
And so we will take the case under submission.

[00:27:06] Speaker 00:
Thank you, Your Honor.