mr smith and mr gibson thanks very much for putting some time aside to join me on this call today i just wanted to do a couple of things to talk about mediation statements and to talk about any other logistics that we need to to discuss uh to answer any questions either of you may have about the about the mediation so first at this point i know the name of the case and the fact that it's a commercial case but without starting uh world war three would one of you tell me just given the outlines of what this is about uh since i'm representing the plaintiff why don't i go ahead mr kim has filed a case as you i are aware and in that case he's uh brought a claim for breach of contract against uh green the the claim essentially is that through the interactions between green and a company called monitor green has now intentionally interfered with the the prior course of economic relations between monitor and my client mr kim okay thanks very much um but can i say something mr smith absolutely my client uh never dealt uh prior to acquiring certain assets with uh chris's client we had no relationship no dealing and their problems are really with the prior company and it's unfortunate that both of us maybe dealt with this company what i would like to to ask both of you to do is to give me mediation statements sort of outlining um what you see is important here and give me a sense of what barriers you think there might be to settlement and any sense of where your clients would need to be at the end of the day will we be sending these statements to you or to you and the other side my suggestion would be is because there hasn't been discovery in this case we're bringing people a great distance and we want them to make decisions that briefs be exchanged and then maybe a separate one or two-page letter be sent privately uh discussing settlement ideas or barriers which which would be a confidential communication that is certainly acceptable to me in terms of just telling my client a little bit about what that mediation day is going to look like sure my intention would be to start with the parties together to give everyone in the room both lawyers and clients an opportunity to to discuss the case and then beyond that what i can say at this point is that i expect that i will spend some time with each party separately is that responsive to your question sure yeah that sounds fine that's that sounds that sounds normal okay uh chris yes hello hi um thanks uh thanks for your mediation statement um and i it uh it helps me to understand the situation um tell me about this the million dollars and and the way that that was recorded it sounds it seems as if there's some question about exactly what that was for there was an arrangement it is reflected in the contract that we have to repay the loan okay i understand uh i understand the the construct um okay is there anything else um that you think it's important for me to know before we get together well of course um since there was a breakdown in relations i think as we put in our papers uh my clients owed about 300 000 in commissions that should be essentially uh indisputable so that money is owed and in addition you know i understand they've been continuing to sell software in china which of course we were the ones that were my clients company was the one that should be doing that and so any commissions are owing from sales that might have happened in the most recent period of time and that's a number that i think we're going to have to look to the other side to supply the 30 commission on those sales as well okay so a quick question on on the last point um is mr kim uh does he have any sense or any evidence that green actually was selling in china um i think there is some evidence of sales in china but i think there's essentially a an accounting on both sides that needs to go and cover that those most recent sales by both parties okay great yeah anything else um well i know he feels um you know mr kim had a great relationship with mr lyons and had been doing business for 10 years uh he doesn't know uh the folks at green consulting very well and so my sense is he feels like he just has not been treated very well okay um all right well i think that's all i wanted to ask you anything [Music] that you wanted to ask me before we finish today uh no i guess we'll look forward to seeing you at the mediation and i thought your overview the other day was very helpful so we'll be there we'll be ready to go great see you on the sixth thank you okay thanks david michael uh is it okay if i talk to you on speaker sure no no problem um so first thanks for the mediation statement i just wanted to follow up with a couple of things i think um most importantly i guess this question of the the million dollars and whether it's a loan or how it's accounted for i mean what's the story here well uh really you should ask monitor that question it was their books their financial statement they gave us a financial statement that didn't include any loan and we bought the assets so it's really their problem you know if mr kim and his company feels they've been sold down the river it wasn't by us it was by lions and the folks at monitor so you're you're saying essentially that it's not your problem or your client's saying it's not not their problem i've given my client uh pretty firm legal advice that this was an asset purchase and the problem is with monitor and that's that's our view and do you think the asset purchase argument will hold let's put it this way uh uh half of all acquisitions in america are done by asset purchase half are by merger your mediation statement indicated that dealing with kim in the future is not something that you're prepared to your clients not prepared to consider well you never say never but all these problems uh come out of the woodwork and then he calls us up and asks us for money and then sells our software and keeps the money without our permission that doesn't really make him seem like a very valuable uh contact in that area of the world so i had the sense that there was an early that someone from a representing monitor called him a lawyer talked to him and promised to get back to him and then never did is that do you know anything about that well if it was for monitor we wouldn't know i represent green do you have any questions about uh the mediation that that haven't been answered today well let me just say were we agreed to this early so that we could spend the money we'd be spending what we think defending a frivolous lawsuit towards settlement and so we're looking for you to have a strong role here because the uh they you know they they need to understand you know what the law is how transactions are done um and there seems to be a gap or lack of understanding there and we hope that you'll uh play play a role in um you know moving that forward well you know my goal is to clearly my goal is to get you to an agreement um so i will do everything i can to to get there um so we'll see how it pans out well that's why we picked you okay great i will see you on the 6th see you then great thanks well welcome everyone uh and especially ms mclaren and mr kim i've had an opportunity to talk with your lawyers but not to talk with either of you so welcome today um let me spend it just a minute or two at the outset talking about what i can do what i'm going to try and do and how i'm going to try and do it answer any questions either of you might have because my assumption is you don't participate in mediations every day while your your lawyers may have a fair amount of experience um so two really important things the first is that the discussions in this room are confidential the other thing that's really important is that no one has given me any power to decide anything so my job my task is to harness the collective brain power of the four of you to see if we can figure out a way of resolving the issues that have brought you brought you here okay let me turn to the plaintiffs and really ask you mr gibson and mr kim if you would tell all of us what this is about from the point of view of stp thank you very much my client mr kim and i we're happy to be here today my client is seeking to be paid money he's owed and so i outlined in the statement that we provided the money comes from a couple different places one are commissions that my client is owed under the contract that my client had entered into with monitor prior to monitor being bought by green consulting secondly uh my client extended a loan to monitor and the contract actually had a mechanism for repayment so it's it's essentially documented in the contract that was operative at the time when monitor was bought by green consulting in addition as i understand it um green has also now been selling directly into china and so um we're owed my clients owed commissions on the sales that have taken place since they bought monitor if you want to say something am i allowed to say something yeah absolutely you are so let me just say that i worked very hard to help monitor penetrate the china market without someone like me with my extensive network connections a company like monitor has zero chance of success in that particular market i worked hard to build a customer base i came to them in their time of need with a cash infusion of a significant amount i had a close relationship with mr lyons and then all of a sudden the rug was pulled out from under me everything disappeared without the courtesy of phone call this company said sorry it's not our problem it's yours so i'm just seeking what was rightfully owed to me what i agreed to with mr lyons okay thank you uh mr smith mr mclaren hi hi um may i mr kim yes council and the media my business guy sure my name is david and i am privileged today to represent uh green and its ceo kim mclaurin and uh we are we are glad to be here at this mediation we wish we didn't have to have lawyers in court cases because we think frank communication is the most business-like way to resolve this dispute so i would like to address my remarks first at a business level and then to our legal position first green is an established company we do business we have contacts all over the world monitor was a small company that didn't do well they turned to you mr kim for help and eventually we acquired certain assets of monitor companies purchase things in different ways and that is how business is done every day we bought the assets of monitor so we would not acquire their liabilities and that was the reason we did that the uh problem you have that they didn't put your loan on the books that's as much a surprise to us as it is to you and so when you say the company was sold out from under you that was monitor who sold their assets that was monitor who didn't give you a phone call and so in a business sense we feel victimized by monitor and we understand why you would feel the same way we don't have any of those liabilities for the unpaid commissions those are monitors if a court were to agree with us on our counter claim that you had sold our software without our permission and not monitors permission but green's permission we would be entitled to recover our legal fees now is a lawsuit the best way to resolve this no the best way is to come here to this mediation and for us to exchange information and have frank discussions and that's why we're here okay thank you ms mclaren do you have anything to add at this point just briefly it is a pleasure to meet mr kim our feeling is that we were all duped by monitor and that the behavior of monitoring in so far as these transactions potentially hurt both sides here may i respond briefly since mr smith was addressing me directly oh please um so i've you were talking about american business and culture i've been a businessman for a long time so i know what an asset sale is also i was educated in america although my second home is in china i know how things work in this country but as for the asset sale you make it sound like you all didn't know what was happening but i received phone calls from green's lawyers asking me about these arrangements before the deal went through i think at this point i would like to meet separately with the two of you so this was a long time business relationship for you um did you have any sense of what was going on before you know someone from green got in touch with you what well you know of course hindsight is 20 20 and at the time i knew there were problems that the company was experiencing but in my view those problems were all short-term i had faith in the company's product i knew the market very well i knew that company companies within my network were interested in the software so i thought the problems would be overcome in time and that ultimately the quality of the product would carry the business through and that was the reason for [Music] my willingness to give them the loan it wasn't a gift it was my confidence that you know with that cash infusion the company would be able to survive and eventually i would be paid back and more and i think one important thing to interject here is that you know monitor was about a 25 million dollar company and so my client mr kim was responsible for a significant amount of sales in china and perhaps what green didn't understand was you know he was driving that business and to your point of the long-term relationship it was a relationship of trust i trusted mr lyons and he trusted me i think to do the best for his company in china and you know because of that long-standing relationship we developed a lot of practices over the course of uh years that didn't necessarily get reflected into the contract the installation who was responsible for that a lot of that was implicit in as you said our long-term relationship that we developed over years in the country if green which we think is true knew about these contracts and yet they then went forward intentionally fashioning some form of asset sale then what we're looking at is a clear legal cause of action for intentional interference with contractual relations and we're certainly hoping that you'll be bringing that across to the other side when you meet with them well i mean i got the the sentence earlier listening uh to david smith that sort of on the one hand he was making this business if you will pitch to you and on the other asserting this barrier to the legal barrier to working this out um i wanted to come back to something you just said and that is how are the two of you thinking about possible solutions here right i mean well first of all i know we've talked a bit about this and um you know we know that there's a real loss of money here we're looking at 300 000 in sales that took place before green bought monitor and so that's actually owed and i can't see how they could have gone through that transaction without being aware of those amounts owing and then there's the actual contract itself which is structured in a way that would repay my client over time right the 1 million that he's owed so we're looking at 1.4 million dollars plus interest you know this is about getting my client the money that he's owed um in a transaction that was set up in a way to essentially try to walk away from monitor try to pluck what they thought was useful and then you know so i mean i want to focus on right now what's important especially to mr kim there's money but also you had a business yes and um so i mean what is important to you about this and i i want to make sure that i don't go off this way when sure you know you're thinking well these are the things that i really need here to to walk away feeling that this was a reasonable exercise so yes i have a business and i will continue to run my business and i will continue to work that business in china and i can do it with or without green as things stand right now i don't see any possibility of working with green they essentially disregarded my attempts to communicate with them and to try to put this issue to bed even though they initiated inquiries to me before the sale so i don't feel that they have any interest in working with me okay and they keep coming back to this is an asset sale and so the liabilities are not ours i take that to mean this is your problem and we don't care right so that's the position that they're gonna take my attitude is you know pay me what we agreed to i feel that i'm owed the amounts that my lawyer just said and with that i'll wash my hands and walk away okay so you just listed roughly 1.5 uh in terms of damages or payments that that are due well there's there's another element since the sale of the business from monitor they've been selling meaning green has been selling directly into china which is essentially a breach of the contract that that monitor had with my with stp for about a year so they we also have to add in the commissions that mr kim should have on those sales yes these are my clients these are my customers that i brought to monitor and they're continuing to sell to them okay for over a year right and for them to allege copyright infringement at the same time as they're selling the product to my customers it's outrageous right but there there is the counter claim that for commissions or for any sales that you made you would owe them whatever their portion of those those those sales right well correct but as mr gibson was suggesting you know i'm selling their old software in the country and they're claiming copyright infringement on those sales and at the same time demanding commissions so which way do they want it right that's my point okay um but assuming your view of the world paid all of that essentially that two million that were owed yes then i think an offset against any of the commissions from the old software um sure if they're willing to see it as a two-way street then i will too mm-hmm okay and i i take it that you've not had any useful discussions with green right the lawyer called you and nothing and then you reached out to the the rep but you've had no useful discussions with no useful discussions and they have ignored me um since the last time they contacted me all right um okay so is there anything else i need to know at this point from from your point of view i think right now um you know we'll be interested to hear how they you know respond to some of this i don't know where they're going to start if they're going to make an offer here but it has to be realistic otherwise we're wasting our time so the only number they've heard from you is what's in your complaint is that where you want me to start with them or do you want to give me a demand that i can now take to them i feel that the number that's in the complaint we can account for every single dollar and for me i feel very comfortable starting at that number because i can justify that full amount the attorney's fees and the interest those elements that are part of the amount that's claimed and is something we could talk about but i'm not sure we want to start with that now um i i'd love to see uh what what it is that they might um you know come back before we get into that area even joe don't take this the wrong way um but typically in mediation there's some give and take and i mean expect that you the two of you are ready to give and take as we go through the day and so the only question is whether you want to start at 2 million or whether there is some lower number that you want to put forward to them in an effort to get this resolved well as mr kim just said um we can account for you know every penny that's in that com that's represented by the complaint that we filed in the federal court but that complaint also includes you know future loss profits and that's not something we've actually claimed for today in this mediation okay i understand that thanks all right then i am going to meet with them and i'll be back with you as soon as i can thank you before we leave is if you se if either of you said anything to me that you want held in confidence i think for now just the piece as i said about the about the 200 000 which is the court fee is my fees and the interest at this point okay great thank you thank you thank you welcome back thanks and then i'd just like to talk a little bit more about you know how the two of you see this um and um and to make sure i understand what's important about this uh to to green um before we before we go any further well i had one thought i think the idea that when you're buying assets if you buy six assets and don't buy two assets you've thereby interfered with the contracts of the two assets you didn't buy i can't believe an attorney from a good firm would say such a foolish thing mr kim i now understand is very familiar with american business he knows what an asset deal is we've shown them the contract and it's an asset purchase and it's a troubled asset purchase at that but why would we want to buy all their funky assets of a failing company we wouldn't have made the deal and uh you know they might have gone broke if mr kim had given them money and they would have gone broke if we hadn't bought those assets okay um so anything no just to reiterate what council had said we are not in the business of buying failing companies as a whole but this was one where the assets of monitor were attractive to green and hence the purchase and only afterwards did we learn of things like the issues that mr kim is presenting here today okay and if you look at that contract that he says was the they said was the vehicle for the loan to be repaired it doesn't say loan it just says commission okay i i take that um so let me come back to my question of whether there's anything important about this to green consulting that i should understand at this point before we go any further yes this is a nuisance case as far as we're concerned well i understand that yeah you think it's a nuisance and no but it is a case with no likelihood of success and secondly we have a deadlock claim on our counter claim because they have been selling and basically stealing all the money from the sales of our software without our permission how do you how do you get to [Music] stealing when there's an existing contract that was a contract with monitor is in our contract we're not monitoring but the old deal is still in place right i mean unless i've misread what you both have sent me that contract is good until i mean you have to give them notice and contract with monitor it's not a contract with green they're selling our software and keeping all the money okay so they would owe you for whatever you know whatever your portion green consulting's portion of the of the sales price right is i mean they they're due their commission you get i i disagree we don't have a contract with them that contract was with monitor they're just selling our property that's why i say they're stealing it how do you [Music] i mean you can't have it both ways right if you do some money they must be eligible to sell it we bought monitors certain of monitors assets including the software and right and they are selling assets that we bought the issue also is we have no idea what they have sold and one of our concerns is the amount and having that verified so presumably that could be verified well it would be helpful to us in resolving this case they're withholding a key piece of information whereas we on the other hand have given them access to whatever they've wanted so have they asked you what green consulting has sold in china since you bought monitors assets my understanding is that um they have not yet asked us that okay i mean it is something that came up in my discussion with them so once again an assumption on my part to be tested by reality and that is that they'd be willing to demonstrate to show green consulting whatever it is that they've sold but that they would also they're also interested in what it is that green has sold we feel that openness is important okay and we would be glad to provide that information subject and some verification if they will provide the same information with verification okay great thank you so anything else important the loan or the alleged loan is also important to us our strong position is that that is not one of our liabilities nor anything that is a reasonable demand from mr kim and you feel that despite the the most recent contract between monitor and stp which seems to provide for canada an enhanced recapture of money by stp i will you know monitor could have had 82 contracts with 95 people or 35 people um yes we bought about one contract we're talking about an asset purchase where we specified what we were picking up and what we weren't picking up that part of the case is a loser for them okay um well i you know we we're not going to litigate that in here right if it's a loser for them it's a loser for them i'm hopeful that we can continue the discussions adhere and resolve things without having a judge having you know to decide that issue let me give you a sense of where they are you've both seen their complaint and their demand essentially their demand and that complaint is two million dollars that's where they're starting today and when uh i should tell you when i pressed them just a bit about you know that wasn't a great signal as a place to start they reminded me that their contract is still in place they see the fact that they have not claimed those damages a significant discount on what would otherwise be more than 2 million dollars probably 2 million 2.6 starting at that point you know doesn't uh give us any indication of what they really want and to us it's let's not use the word insulting let's just call it inefficient and wasteful um inefficient it may be the way to move beyond this of course is to respond and see where we get well when someone makes a demand that's a hundred percent of their losses and then their first demand in the mediation is still a hundred percent of their losses they we would be foolish to start showing anything my recommendation to my client will have to discuss this is assuming the numbers are not crazy about what they've sold from our perspective it would be a concession for us to release a claim that is a hundred percent winner for them selling our product and for the copyright violations and for them to go their own way and everybody just leaves things as they are and that's on the assumption they haven't sold more than 500 000 worth of goods perhaps the two of you should talk about what your response to the two billion dollars is what i think would be truly inefficient would be for you to say oh well you know we're not going to respond at all because then it gets us into this endless loop of who goes next um so what can i make a suggestion um why don't you get the amount of sales they have made we have the amount of sales we made we'll exchange those numbers while you're arranging that we'll consult and when you come back and we exchange the numbers assuming the numbers are not wild we would then review what our response to the 2 million would be and give you authority to say something to them all right um perfectly happy to work that way do you have a better idea no no that's fine um okay so let me go talk to them and let the two of you talk so here's here's what um stp told me they sold 400 000 um and of course you do 70 of that so that's what 280. um what did you find out about your sales our sales were 250 000. okay so if and then so they're due 30 they would under their construct they would be due 30 of that well yes yes not taking into account sale software support costs i understand but that's they'll look at it as 75 000. right well thank you for getting that information michael welcome um based on my discussion with my client we are prepared to offer them 75 000 to settle the entire case it's a very generous offer because we would be foregoing uh 280 000 that under their theory of the case we would be owed so really it's an offer of 355 thousand dollars but it would net out to them as 75 000 in cash yep okay thank you let me go talk with them so i haven't reported back to you on green's sales which were 250. 000 and they've further made an offer to you okay um which is essentially net 75 000 but i say it that way because it includes the 280 000 in commissions that you would have owed them right uh so the the deal really is the offer really is 355. that's a surprisingly low amount of sales what i would suggest is that we continue to talk um assuming uh that they will be able to verify that that's that's um well then when they sold plus yes i was just about to say that you know really what you said to me earlier was that you were the one who had the contacts and you know i don't know who works for green consulting but they certainly don't have you or haven't had you and so um maybe what we're seeing is really an explanation of your value or explication of your value to to so you brought across the offer of essentially the demand for two million yes i did so it looks like we're pretty far apart here well you are far apart except that what we've managed to do i think is get rid of one significant unknown that you i think had valued at roughly 600 000 right yeah that's a bit lower yeah right so that takes you down to roughly what 1.4 1.45 something like that but they're at this moment they're still not acknowledging first of all the 300 000 that essentially was owed to my client through sales under the existing contract that i think should be an undisputed figure and then the loan of course so i think what it's fair to say is that you know they're at 75 at this point yeah um so i will my reaction is that their willingness to forego the uh their share of the old software that i sold to me is significant to me is significant um i i'm troubled by the fact that their sales were so low um i mean i do think it partially proves my point in terms of my value to the company i can only assume that had i been helping them make those sales that figure would have been a lot higher but i do see that their willingness to forego that 280 is is significant i just have to go back on the i suppose the underlying legal points here that need to be born in mind they purchased everything that monitor had including the software that was supposed to be the subject of the contract that would be provided to mr kim um they were aware of that contract we could depose the lawyer for green that had spoken with mr kim we can bring claim you know we can seek punitive damages they manipulated this situation so that monitor was left with nothing it was a no cash transaction they don't even have cash in their pockets that we could go after here so there's a reason why we went after green and there's a reason why green should be responsible for the loan as well as the 300 000 i understand everything you just said and i'm not sure they're ignoring anything they're now negotiating with you and frankly i think what the two of you need to do is to think about a response to them so that we can keep keep this moving can i something can say can i say something absolutely it's confidential sure we won't share with the other side so for me i i do think that our demand for commissions based after the date of the deal was based on a fairly high revenue figure based on past experience but yeah i i do feel like you know it's reasonable to take reality into account the reality of the sales that occurred but at the same time i feel like there's no basis for non-repayment so confidentially to you i would say if they're willing to pay that loan back plus the three hundred thousand dollars in unpaid commissions we can account for everything that happened after the deal in the way that they proposed in other words than that 75. so that would okay so that would make it that you would now be at one point three seven five is that how the numbers come out i think it was one point four seven four seven five okay yeah so you know we're already taking essentially a 100 000 discount through the offer here from what we should be um getting under the contract i i get that what i think we know is or you know the figures demonstrate is that um they may have made a mistake by not talking to mr kim at the time of the purchase right i would say so yeah right um okay so are you authorizing me to tell them that you are now 1.375 well do you want to talk for a moment or are you comfortable um with that uh yeah do you mind if i confer with absolutely not so are we making a mistake i i think you know um you've already you're making a big move here right and um as you know if we if we do this today you're taking this significant discount but if it's done if it's really done today then i think it's worthwhile um otherwise you're talking about a case that's going to go on for a significant amount of time there's the uncertainty of the outcome and there's the expenses associated with it and of course you're paying those expenses as we go so um i'm going to say you know if we make that offer i think it's probably um the best you know offer we can go with here and and see where they get to right honestly i my worry is that i'm just shocked by how low those sales figures are i mean as much as i believe that i could have done that much better i'm just concerned there's something else going on that explains those numbers right and if push came came to shove i wouldn't be able to prove that i would have made you know 600 000 over that same period of time so to me there's some risk there i'm thinking if um if the other side would accept this it would be hard to ignore this figure today good and i do take their willingness to let me keep that 280 as a little bit of good faith on their part i guess my last point on this is just that of course this is just an offer now going to the other side and you know i would expect um that given where we are in this in this process and this mediation they're probably going to come back with another offer i'm not sure if i'll be advising you that i i would accept any other offer than this one but i don't necessarily expect this to be the last number okay i understand okay all right hi so you've had a chance to talk um anything different you want to say to me no i think that um we'll go with those numbers okay but um we want the other side to be aware that this is really a significant move these are numbers that are supportable i'm not sure if we'll move further than this okay i understand that thank you i appreciate the way that you've thought about this and i especially appreciate mr kim the significant and i think significant move you've just made let me go back and and talk to them so um got a fairly significant move from them i want to talk to you about and then uh need to ask you to think seriously and and make a response um they have moved to 1.375 and that that is a reduction of a hundred thousand dollars off of what they actually believe uh they are due i need a response from you let us consult we'll get back to you okay absolutely well this is progress but a lot less and a lot smaller than we looked at i know you want to settle this case for three hundred thousand dollars or less the thing that i'm concerned about in the bargaining is that we not adopt their analysis or let them think that we've adopted their analysis my recommendation to you is to make a move but we should communicate the move to be the cost of our defense because we view their claims and continue to view their claims as frivolous and while it's not our last and final offer it is getting to what we see the value of this cases right my concern is that um that we not incur monitors liabilities and as you know um this is a nuisance to me i can't be here doing these 100 and 200 thousand dollar increments i need this to wrap up i would move to 250. i'm comfortable with that okay so where are you um well a couple of thoughts we value the case at 250 000 the cost of defense so we would offer a net 250 000 to them and i'm not going to say that's our last and final offer but that reflects our view of the value of this situation to us so it's only going to cost green consulting 250 to try this we'll see surprises me um so when you said earlier you'd like to put this behind you right um and frankly i don't think 250 will do it but you know if you haven't said the door is closed completely um i'm just concerned this about the signal that 250 cents we we want to be realistic we want to be frank this is the ballpark and uh we've you know spent the whole day here and it's time for both sides to pony up to where the ballpark is if this settlement is going to be done in monetary terms so 250 well i will take it back to them i i am not optimistic uh and i'm concerned that it may send a signal that will encourage them to leave rather than to stay and continue to negotiate um but if that's where you are that's where you are that's where we are i i am i mean the the problem is of course if this doesn't settle you're going to be spending a lot more time in rooms like you know we all know i have no interest in that um which is why my council indicated that there might be some wiggle room but that they need to come way down from 1.375 that's not a reasonable offer yeah okay um all right well let me take it to them so i have a response from them to your 1.375 they moved up to 250. it is not their last number but i think they're trying to send a signal as to how they value settlement here just uh first question um i mean that number seems very low in response to the move that we made but i'm kind of curious did they give you any reason why they come to 250 i mean is that a grounded number yeah i mean it seems very low but also it makes no sense to me just as a number that seems plucked out of the air it is a number based on their view of the world and i'm not suggesting that it is needs to be an accurate view of the world but it is their view of the world that there's never been any contract between green consulting and stp and therefore the the loan the the commissions incurred prior they're really that's really not their responsibility and so their settlement offers based much more on resolving this in a way that doesn't require them to spend a lot of money on lawyers to get it to get it done see i think we would look at it almost in a very different fashion they may be basing that number on the post purchase post sale time period i think we're more focused on the on what was owed prior to that right they're looking at the wrong period of time i understand that position um and i understand the logic of that position it is just simply not logic that they are entertaining do you think they understand our theory or position that they essentially stripped monitor of everything rendering it impossible for them to perform their contract not to defend but to explain their position i think is simply that they had nothing to do with you know if monitor wanted to do something with you they could have i don't know how they could have since they were you know there but there is some entity that remains uh as monitor i i'm not arguing chris that their theory of the case is accurate i'm simply trying to explain to you what i understand their theory to be going up from um 75 000 to 250 000 there's a move there i get that but i still think they're ignoring the reality of what would be demonstrated you know if we take the case forward in the federal court about the connection between those two companies and what really went on so what do you think i mean i i know it's not what you wanted to hear um but i frankly i don't know i'm not going to convince them that their view of the world is not correct i mean david is simply not movable on that today so i need some response from you to be able to go back and talk to them um i mean at this point i'm not hopeful that we're going to be able to reach an agreement but you know serendipity is a mediator's best friend so you know as long as we're working we're working i'm really at a loss i feel like their number comes out of nowhere and gives no recognition to our theory of the case but if their feeling is that you know we'll just throw out a number you know we can throw a number back as well although in my case i might say if they want to forget everything that has happened since the deal then we can do that too 1.3 million what do you think i don't think i'd advise you to go any further than that um at least not not without a significant move on their part now which we didn't really see in this particular no i hey i'm not going to argue with you about that okay 1.3 yes all right thank you i'll be back okay got a new offer for from you uh for you of 1.3 um they're clearly not happy but they wanted to see what you know what that might do i prompt you to do i i don't even see us um talking about that um this just isn't working at this point we anticipated this lack of movement or let's put it this way that they would stay to their evaluation that we disagree with for us this monitor deal's been a dog the assets that we bought aren't worth much anyway we are in the process of spinning monitor out and we would offer them our rights against monitor but the one thing we agree in about in this mediation is that monitor isn't worth much when monitor spins out mr lyons and his crew take it back maybe there's some arrangement they could have that would allow them to continue what was for them a very productive relationship so your notion is well it's not true i mean what you're gonna you're gonna get rid of money right right um and so if stp and monitor could strike up some new relationship or renew the relationship um that might be part of a settlement here right we would see that as the settlement the one problem with that at least today no one from monitor is here and so my guess is that if there's any interest on the part of mr kim and in dealing with monitor um we we may not be able to complete the mediation today just one thought and i would leave this in your judgment you might want to suggest that this was your idea since if we propose it they might be less enthused you can tell them that we said monitor was a dog you can tell them that we are in the process of spinning it out to former monitor executives and you could tell them that we would be interested in settling this case as part of that spin-out either way you present it right okay i get it um let me let me go talk to them thank you thank you so i don't have a dollar number to give to you now but i have an idea and my discussion with them just kim mclaurin said that green consulting is apparently going to sort of regurgitate monitor i don't know whether that presents any possibilities for the future with you and monitor i understand that mr lyons is retired i don't know if you know the new folks i don't know if you have any interest in trying to see whether it would be possible to renew that relationship but it does offer the possibility of a continuing or a continued business relationship with an entity that at least you've had some experience with in the past and frankly offers perhaps a way of resolving this that doesn't require these two conflicting views of the world to be reconciled but frankly i don't think they're going to get reconciled inside this mediation now the one difficulty is frankly that i can't imagine that you could have the necessary discussions with anyone at monitor in the course of this afternoon so that what we'd probably have to do is to adjourn this mediation to give you an opportunity to once you've thought about it and talk with chris about it whether it's even worth doing this sound this kind of sounds like green is uh punting this whole thing i mean it does so when you say that green is interested in regurgitating monitor they're going to sell off monitor yes is that going to increase i mean spin it out spin them back out but does that include all of the critical assets that um you know for example the software well the software and the engineers i'm not i don't know if you're aware of who works now for monitor or who works for green consulting but you have to make sure that the key people are with monitor and that the asset i mean in the software are with monitor because that was the basis for the for the whole relationship with stp yes well it's precisely those kinds of questions that i was afraid we might not be able to get enough information about today we can certainly ask the question of them about um staff and and software but your idea would be essentially that i would work with monitor and i wouldn't have to work with green anymore it wouldn't be with green my understanding is that regardless of what happens across this table monitor is going to be spun off out of green it is an interesting possibility to me because i believe fundamentally in monitors product assuming that they will get that asset back let me go and ask the the the software question the copyrights because that that's obviously pivotal yes so let me go ask that and i'll be right back okay okay and of course we're not yet saying anything about moving our position from where we were this just excited i'm not even going to raise money right now okay good news um they understand that monitors not worth anything without its software and so they're just getting rid of the whole thing kitten caboodle so the software staff copyright copyright everything yes so if the idea is attractive um i think what needs to happen next is a discussion with the ceo or the soon-to-be ceo of monitor and i i i'd be happy to to try and arrange that so that you can at least take the next step to find out what makes sense if it's a way to get back to things before green entered the picture it's a very interesting possibility to me so i would be willing to do that terrific thanks chris yeah hello hi hi this is michael lewis how are you i'm calling because i think based on the discussions i've been involved with and what i've heard since that your client and and monitor are striking a deal i i think that's right things have gone well i think that we're at a position now where stp and monitor are willing to go into a new contract and they've they've worked out the key details we're waiting now to see what we uh how we can finish off the situation with um with you and with uh green consulting okay well that's that's why i've i called today just to check on that what is it you need from them at this point well i i think um given that the relationship with monitor is now possibly going to go forward that's essentially the way to recoup the money that he advanced right so really what we're left with is the 300 000 that's really the loss that um we still haven't uh we haven't addressed okay so um if they're willing to put 300 000 on the table that will do it is that right um i had a discussion with mr kim i'm going to have to confirm that but um at least tentatively that's what we're looking at okay let me let me know right away and i will i will um see if i can do that get it done david michael hey hi how are you well that depends on what you tell me well i i think i have good news um i the the idea that you guys had that perhaps stp and monitor might be able to to strike up a new relationship uh is bearing fruit what i need from you now um to get your part of the the case settled is 300 000 um and if you if you can give me that then i think we can get it done well if 300 000 from us gets us a complete release a complete severance and i really thank you for your hard work on this case well you're welcome let me call chris maybe we should have a actually a joint conversation i think this one is done so ms gorman yes hi hi um michael lewis i've been working uh with mr kim and chris gibson here to to try and figure out a dispute between them and green consulting and and we discovered during those discussions that monitor is going to become monitor again and it raised the prospect of perhaps mr kim reestablishing his relationship uh with the new monitor it's nice to meet you in person because you were so lovely on the phone well thank you i appreciate it and um i understand that you've been involved in a dispute and i want you to know that you know i've been in monitor but i was not involved directly with the work that you did but i had heard only good things about the work that you did and the relationships that you established within china so i'm really delighted that i get to meet you in the flesh and your lawyer who i understand has really been helpful within that dispute process and i do understand you know based on what i've read why it is that you might have some issues with uh mr lyons but he is no longer here yes um so tell me if i have it right part of what you've been talking about before involves raised a question of what might be what might be your future with a future monitor now freed from the people that doubled us up just energetic so what we understand um based on this a session we had a week ago was that you're going to acquire um or be spun out but you're also going to take with you all of the key personnel and the software and related copyrights um that basically were part of the engine that um worked for mr kim in the past yes i mean the proposal it's being spun off to a group of its current employees and i'm the designated ceo when that takes place and i wouldn't want to be the role of a ceo in a company that doesn't have its critical assets so some of those were the software that you were representing so well in china and so i'm thinking that we could if you worked with us in china that we could at least get back to the types of revenue stream that you had before and there may be ways i'm sure you have some ideas some ways that we could work together in fact the goal would be to enhance those revenues for both of us yes i was very interested in in this meeting because i still do believe in the monitor product and i have a client customer base that believes in the product and i believe i can continue to sell the product uh in in the prc from my perspective i've had a good relationship with monitor in the past i've had success success selling the software and i believe that if we were to work together in a constructive way we could get things back to how they were and even better because at the end of the day i don't think green really cared or paid much attention to the company putting aside whether they knew what they were doing i don't think they really cared i mean i agree one of the things i will want to say and we don't need to do it right this minute but i know that there's been an interruption in your in what's gone on because you didn't have the product for a certain period of time so i just want to make sure that again not now we come up with realistic projections i know there were some issues with uh peter lyons i'm i understand there's some issues around alone we don't have that lone book does we don't have it booked as a loan so we're going to have to come up with some way that doesn't um you know time make it so that monitor loses right from the get-go because of whatever peter lyon did yes as long as we structure things going forward i think that would be useful to us but we're not interested in paying damages of any kind as long as that's clear we want to move forward i believe we can structure an agreement between the two of us that will allow each of us to get a fair deal without a need to think about damages or kind of fixing the past well we have the copy of the contract which i don't know if you've seen that the one that was previously before mr kim and monitor and there's certain elements there that are useful to consider for going forward i mean i understand what you just said about thinking about what works now and helping monitor to restart but there's some elements there and so if you want to take a look at that that might be a useful basis for starting to discuss what a new contract could be between the parties i understand that could be a starting point i do want to just be clear that you know this is a new monitor so we we would need to negotiate um what some of the terms are i don't have a problem starting with that as long as we're not bound to those exact terms yes i understand