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This is the docket for Houston, Texas on the four o'clock docket, and I do apologize for the delay

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We have the jointly administered cases in case number two two dash nine zero three four one core scientific

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Inc. Folks, please don't forget to record your electronic appearance. That's a quick trip to the website a couple mouse clicks

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We do have some folks here

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In the courtroom do rise to speak

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If you are on go to meetings have activated the hand raising feature

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You know you're going to be speaking if you give me a five-star. I'll get you unmuted

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You can of course change your mind at any time

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Either way first time that you do speak if you would please state your name and who you represent really does help

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reporters

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In the event that a transcript is made finally we are recording

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For core

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For the record of Ted's agrees from while got you for the debtors and Christine color graces with me as well

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Your honor I did put together a

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Demonstrative to walk through if I could have control

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Given over to miss

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And how are you going to be listed with your computer?

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It's my name

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Secretary's I just couldn't hear

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It's my name your honor Christine. Oh, okay. I was looking for like wild presentation one or something

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Oh, you should have it

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On my screen, Your Honor, it's showing the first page, but it looks like on the court's

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monitor.

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So I think we have hard copies.

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Is it easier if I just give you one, Your Honor?

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Yes.

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And I assume you folks have the copies?

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Your Honor, just to level set, this is the motion for summary judgment that we filed

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in connection with the claim that's feared filed.

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Two parts.

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We hope there's no second part, but we have two parts.

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The first part is that they're not a party, and the second part is limitations of liability.

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And then depending on how that goes, there was an agenda item that the schedule would

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be discussed.

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So, Your Honor will indulge me.

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So the first page, just take you through.

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The issue really comes down to whether or not sphere is a party to the MSA and the orders

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that govern the MSA.

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That's really what it comes down to.

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And there was some discussion in the papers about whether you need to have discovery in

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order for you to rule on summary judgment, and the case law supports it, you don't.

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If the facts are clear that they're not a party, you can rule in our favor.

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If the facts are clear that the limitation of liability applies, you can rule in our

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favor.

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And really what this first page shows is who are the parties.

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The parties are Griffin and Core.

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And in that MSA, which was in September, early September, sphere is not even mentioned.

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There was an order number one done on that same day.

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Sphere is not mentioned in that one either.

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And this shows, these are just excerpts.

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For the record, the MSA is at 1099-5 and order number one is at 1099-6.

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And you can see here, Your Honor, Core Scientific, Griffin.

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Order number one, Core Scientific, Griffin.

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In fact, as I said, those two documents don't even mention Sphere.

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Now, we've heard in Sphere's papers that Griffin was acting as a manager.

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That's not anywhere in the contract.

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And even if it was between the two of them, that's not really our business.

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Core has nothing to do with that.

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So it's irrelevant.

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So what does it come down to?

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Order number two.

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And I put some slides in there just to show, Your Honor, we didn't make this point.

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And I think the point of this, no third-party beneficiary and no assignment, is just to level set.

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That absent anything else, there is no third-party beneficiary.

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There is no assignment.

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So let's get to the meat of the matter.

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Order number two has an amendment to Section 8D.

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Section 8D is the section in the MSA that says no assignment.

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The language is in front of you.

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This would be at 1099-7.

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That's order number two.

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And it says Griffin can assign to Sphere.

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It doesn't say that Griffin did assign to Sphere.

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It's something that can happen.

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So this document doesn't say any rights had been assigned.

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It only provides a mechanism for an assignment to occur.

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And then there's language at the end of that provision.

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As long as Sphere 3D Corp satisfies company, that's Corp, requirements prior to.

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That's what it says.

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Now the other side will tell you, well, what does that mean?

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What are the requirements?

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We put in a declaration from Mr. Cann, who you've met before,

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and you know him to be the head of mining, executive VP, client services.

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The declaration affirms he's familiar with the agreements,

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the relationship between the parties,

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and has personal knowledge of that relationship.

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He also knows whose core customers are and whose miners they're hosting.

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Whatever those requirements are, and he lays them out in his declaration,

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but whatever they are, they have to be at least one.

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And the other side had to satisfy at least something.

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Otherwise that provision is meaningless,

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and that goes against every candidate of interpretation under Delaware law or any other law.

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So they say, well, we don't know which ones they were.

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Our response to that is it doesn't matter,

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and we don't have discovery that you need from us.

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You, Sphere, had to do something.

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You had to satisfy company requirements,

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and if you did that, presumably you'd have some evidence of it.

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You'd have some email, something that went between the two parties.

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Nothing.

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What we do have, to try to get out of summary judgment,

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first they rely on 56D.

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That's a federal rule.

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I'm sure you're well aware that if you believe that you don't have available discovery,

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you can make an application to the court to ask for leave to put off summary judgment while you get the discovery.

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Okay, but what discovery do they need here that would not be in their possession?

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Again, if they satisfied a requirement, they would know.

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They would have sent something to somebody, and they didn't.

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So 56D doesn't really help them.

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If you flip the page to the one that has the invoice, it's page six in the slide deck.

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All of the invoices, all of them, have billed to Griffin, shipped to Griffin.

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Nowhere is Sphere on any of these invoices.

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And this one here is from May 12, 2023, and that's a date that's important.

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I'll come back to it in a minute.

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So what does Sphere say to try to get out of summary judgment?

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Well, they say three things, basically, maybe four.

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The first one is they point to a sublicense and delegation agreement.

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That one will be on slide seven, Your Honor.

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The problem is we're not a party to that.

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The court is not a party to that agreement.

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Again, they could agree to whatever they want to agree.

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If those requirements were not satisfied, the condition for assignment did not occur.

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So that's sort of number one.

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But the sublicense agreement doesn't help them.

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So let's get to the heart of it.

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It's the next page.

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They point to three things, a meeting with the former CEO of CORE, Mike Levitt, in April of 2022,

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a text message from someone at CORE reviewing a press release regarding Sphere and Griffin,

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and then a July 27, 2022 letter from Griffin's CFO to some unnamed person at CORE.

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None of these are sufficient to withstand summary judgment.

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We'll start with Mr. Levitt's conversation.

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Now, we deny that the statement was made, but that's neither here nor there for today.

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Even if it was, it's too vague a statement as to context, what was being discussed,

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or to support that Sphere has rights under order number two, or that any requirements were satisfied.

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It also took place, according to them, six months after these agreements were signed.

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That can't change the contractual requirements.

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And again, all of the evidence that we have, and they have documents, too, if they had something different,

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all of the invoices say, Griffin.

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So then let's look at the text messages.

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That one is at 1098-7.

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Your Honor, I'm going to pull that up myself.

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And that goes with 1099-3, and I apologize, this is part of a bigger document, at page 61.

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So the text message is referring to this press release, two different documents.

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So nothing in the text or the press release say anything about CORE agreeing that Sphere satisfied any requirements.

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Nothing.

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All the press release says is that Sphere and Griffin entered into an agreement, and CORE is going to be hosting some miners.

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Well, yeah, CORE is hosting miners, Griffin is miners, to this day, and we have the invoices to show it.

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Now, the reason I mentioned earlier that I'll come back to that date, the invoice was 2023, May of 2023, going to Griffin.

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If, in fact, CORE had a contract with Sphere based on that conversation that happened in April of 2022,

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this was a year later, and it's still going to Griffin.

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So there's nothing from that conversation, there's nothing in these texts or in the Sphere press release indicating a satisfaction of any requirements.

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None.

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And then lastly, this July 27, 2022 letter, that can be found at 1098-6.

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Let's look at that letter.

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CFO of Griffin, again, dated July 27, 2022, three months after the supposed meeting in April of 2022.

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And what does it say? To whom it may concern.

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Not dear CEO, not dear CFO, just to whom it may concern, want to let you know that the money that was paid came from Sphere.

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Okay, so what? That's all it says. Doesn't say that the contract and all the rights that Griffin had under the contract have been assigned to Sphere.

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It doesn't say that. In fact, it's limited to just the issue of the money.

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Nothing else. Nothing that says, oh, by the way, they satisfied those requirements. Nothing.

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In fact, at the very end, it says not withstanding anything above, Griffin doesn't waive or otherwise amend or modify any provision of the MSA.

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According to Griffin, it's their contract, not Sphere's. And again, three months after that meeting in Miami.

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So at the end of the day, as it comes to whether or not Sphere has any rights, we submit that summary judgment, disallowing Sphere's claim, is appropriate.

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Because we've set out that they don't have any rights, they haven't satisfied the requirements, and they haven't put any evidence in that they did.

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Can I ask you to take just a pause? I have a very inappropriate...

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Oh, I see them behind me. Yeah. Well, I was done with that piece anyway, so that's good.

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I'll be really quick. Yes, sir. Can we get an immigration order? Because we're going to try and start tomorrow.

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Okay, we'll get it done on the Friday evening, and I'll email it to you tonight.

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Okay, all the parties are present for this request. All right. Thank you.

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Perfect. Then are you all on the... No.

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...he fails in his job? All right. Okay, thank you.

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Thank you, Your Honor. Thank you, everybody.

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Thank you. That's it? Okay.

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So, Your Honor, on that first piece that I talked about, they're not a party, that's our argument.

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We've laid out the undisputed facts, they didn't have anything in response, and there we are.

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Up to you, but I could stop there or continue on on the second piece, which is the limitation of liability.

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If they don't have any rights under the contract, the second part doesn't matter, or I can just go and finish everything up and then take it all.

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Go ahead and make the argument. Okay.

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So, if you reach this issue, this relates to the limitation of liability provisions that are in the MSA.

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If they have rights under the contract, they have all rights, they have all obligations, they don't get to pick and choose, right?

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Right. Well, our argument is if they have rights, they're subject to these limitations.

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You can't get, you know, Goose Gander, Bittersweet, pick your metaphor, you know, or idiom.

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So, there are really two in the MSA.

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One we call as to type, consequential incidental punitives, one as to amount, one month's fee.

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So, the one month's fee, if you have the foot book, we'll call it, page nine, that's at section 5D.

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And again, company is core, total liability to client in the aggregate for the entire term,

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and regardless of whether brought during or after term, et cetera, will not exceed an amount equal to one month's fee payable to company pursuant to the applicable order.

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Now, there's debate about what that means.

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Our view, and we think it's supported by the contract, is that one month's fee would be the month before any alleged breach.

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Because that's usually when this would come in. So, we picked the month before we filed the motion.

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They're pretty much the same as it relates to SPHERE anyway, roughly in the 80,000 range.

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And the reason why we say that is you have to read, again, contract interpretation 101, the contract as a whole.

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And there are other portions of the contract that tell us, well, what are they talking about, one month's fee?

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Section three, and again, the contract is at 1099-5. And by contract, I mean MSA here.

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Company, this is A, company will invoice client monthly in advance for all applicable fees for use of company facility and provision of services as set forth in the applicable order.

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Then it talks about how clients are going to pay these within calendar days, et cetera.

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So, the way it works is they get billed based on the number of minors times whatever the cost is for hosting.

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And then there's a true up later. But this is all based on what's happening at the facility.

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So, we say one month's fee, all right, let's say the month of May, it was 84,000.

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And that we have the invoice that we just looked at, which is part of the materials we showed you, number six, 84,658 sent in May.

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They say, well, wait a minute, it can't be that. It's got to be more.

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Because there are other provisions in order number two, and most typical orders that I think you've seen in this case, that talk about distribution dates and prepayments and things of that nature.

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So, they say, well, prepayments have to be factored in. Well, prepayments are not services.

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Prepayments are not fees. And I think one way to put a fine point on that, if you look at order number two, there's a section, payment due prior to installation.

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So, it doesn't say fee for services for monthly services, payment due prior to installation.

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And just look at the third bullet, 15 million in change, right? 30% of prepayment for March 2022 to November.

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That's not a month. That's multiple months. And it relates to payments that are prepayments. They're not for services.

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So, it doesn't make any sense what Sphere is saying that look to the prepayments to factor in what the one month's fee is.

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You look at the monthly fee for actually hosting. Another reason why it makes no sense, according to them, even if there were only 500 miners,

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but maybe under a schedule for a particular month, there were supposed to be 5,000 miners, even though they didn't pay for 5,000 miners to be hosted, we should use that as a one month's fee.

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Well, that makes no sense. That's the amount. 5C, which is, there's no number on here, but it's page 10 in the deck.

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This is what we call as to type. And it's pretty broad. Notwithstanding anything to the contrary in this agreement. In no event will either party, so either party,

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be liable to the other party for lost profits, loss of business, loss of revenues, except that client, that's them, or Griffin actually,

214
00:22:14,840 --> 00:22:22,840
shall be liable for any fees or other amounts owed to company. That's us. So the only exception to that is going in our favor.

215
00:22:22,840 --> 00:22:35,840
Loss interruption, use of data, etc. Any consequential or indirect damages. This is as to type. There's no question Delaware law upholds provisions like this.

216
00:22:35,840 --> 00:22:48,840
They make some noises about fraud, claims, intentional torts, with the exception of one thing about Bitcoin that they say we stole, which we'll have to deal with, I guess.

217
00:22:48,840 --> 00:23:02,840
This provision applies to everything. And if you look at the next page, 5E and 5F make that clear.

218
00:23:02,840 --> 00:23:15,840
The limitations set forth in sections, this is in E, Your Honor. The limitations set forth in sections 5C and 5D, the ones we just looked at, apply to all claims and causes of action,

219
00:23:15,840 --> 00:23:25,840
regardless of whether in contract, tort, strict liability, or other theory. There are Delaware cases they cited about intentional torts.

220
00:23:25,840 --> 00:23:38,840
I suggest in those cases, there weren't these broad provisions. You should take a look if there's any issue. Those cases did not have provisions like this that say explicitly,

221
00:23:38,840 --> 00:23:50,840
whether in contract, tort, strict liability, or other theory. And then just to let everybody know how important these provisions are, in F it says,

222
00:23:50,840 --> 00:24:04,840
each party recognizes and agrees that the warranty disclaimers, limitations of liability, and remedy limitations in this agreement are materially bargained for by the parties.

223
00:24:04,840 --> 00:24:13,840
It couldn't be more clear.

224
00:24:13,840 --> 00:24:28,840
I think you can flip to the end. We went over some of the other points. So when you look at what are the damages they're alleging, they're all contract-based.

225
00:24:28,840 --> 00:24:41,840
Claim for hosting deposits, claim for alternative hosting costs, claim for storage fees, losses and damages arising from cores, failure to satisfy its obligations,

226
00:24:41,840 --> 00:24:48,840
including but not limited consequential expectation of reliance damages. The exact damages that the contract says you're not allowed to get.

227
00:24:48,840 --> 00:25:03,840
So let me ask you this. You start off by saying they're not a party to the contract. So if they're not a party to the contract, then the limitations are correct?

228
00:25:03,840 --> 00:25:11,840
Yeah, if they're not a party to the contract, then we would say they have no rights. They're out.

229
00:25:11,840 --> 00:25:24,840
Again, I don't have enough information to know what happened with respect to the prepayment. Did the prepayment come directly from Sphere or did it come through?

230
00:25:24,840 --> 00:25:37,840
We have it from Griffin. Sphere may have sent it to Griffin. Again, we would say it'd be like if Judge Isgur paid for one of your bills. If I have a contract with you, I don't care who else is paying for it.

231
00:25:37,840 --> 00:25:57,840
I just want to walk through this. This is not binding on you. We're having a conversation. So if they're not a party to the contract, as you would like, then the claim for the return of a part or all of the deposit doesn't fall under the contract.

232
00:25:57,840 --> 00:26:10,840
It's some other theory. You took money. Money hadn't received. It's a deposit that you wrongfully converted. All of those things, that's not a claim under the contract.

233
00:26:10,840 --> 00:26:21,840
I would say it's not a claim under the contract and it's not a claim against us because I got paid under the contract by some guy who I had the contract with. If you have a beef with somebody, maybe it's that other guy.

234
00:26:21,840 --> 00:26:23,840
Does it matter who sent you the money?

235
00:26:23,840 --> 00:26:30,840
I don't think so. I have a contract with you. I don't want to make a personal. I have a contract with some third party.

236
00:26:30,840 --> 00:26:32,840
How did you know the money was for?

237
00:26:32,840 --> 00:26:34,840
Well, Griffin sends us money.

238
00:26:34,840 --> 00:26:36,840
It came from Sphere.

239
00:26:36,840 --> 00:26:45,840
Well, Griffin sent us money, even if it came from Sphere. We have the money coming to us, say, Griffin wire transfer.

240
00:26:45,840 --> 00:26:47,840
So it came from Griffin?

241
00:26:47,840 --> 00:26:54,840
Yeah, but they're saying they gave it to them and if we look at the letter and give it to Frieden, no, no, and we give Frieden.

242
00:26:54,840 --> 00:27:04,840
If it came from Sphere, then it's a slightly different issue, right? How did you know whose money it was?

243
00:27:04,840 --> 00:27:15,840
I would say the fact that you paid for somebody else's obligation, that's between you and him.

244
00:27:15,840 --> 00:27:23,840
That's my question. How did you know that if the money came from Sphere, and I don't know where it came from.

245
00:27:23,840 --> 00:27:27,840
Let's assume for our discussion here it came from them, but to pay for this contract.

246
00:27:27,840 --> 00:27:30,840
How did you know it was to pay for this contract?

247
00:27:30,840 --> 00:27:35,840
Well, there's an invoice. I mean, we can get into that. There's an invoice that would show that we got these prepayments.

248
00:27:35,840 --> 00:27:42,840
There was one attached to their papers that shows Griffin, that they say they gave the money to Griffin to pay us.

249
00:27:42,840 --> 00:27:44,840
You didn't see that, though, did you?

250
00:27:44,840 --> 00:27:46,840
We would know it came from Griffin.

251
00:27:46,840 --> 00:27:49,840
How did you know that it came from Sphere?

252
00:27:49,840 --> 00:27:52,840
Well, it wouldn't be obvious that it came from Sphere.

253
00:27:52,840 --> 00:27:55,840
Are you saying how would we know, like, in the abstract?

254
00:27:55,840 --> 00:27:58,840
I had a wire transfer for a million dollars in my bank account.

255
00:27:58,840 --> 00:28:02,840
Well, Griffin did tell us. I mean, there's a letter from Griffin saying that the money came from Sphere.

256
00:28:02,840 --> 00:28:03,840
At the time?

257
00:28:03,840 --> 00:28:05,840
Certainly in July.

258
00:28:05,840 --> 00:28:06,840
Okay.

259
00:28:06,840 --> 00:28:20,840
But again, I would say that's between the two of them. Like, even if Sphere is paying for this contract, if they didn't get – if they didn't do what they needed to do to get the rights, who pays doesn't matter.

260
00:28:20,840 --> 00:28:26,840
And if they're out money because Griffin didn't pay them back, we're still using whatever these prepayments were.

261
00:28:26,840 --> 00:28:30,840
They're still being applied to the Griffin miners.

262
00:28:30,840 --> 00:28:36,840
Do we know what the number was on the petition date? Do we know what the number is today?

263
00:28:36,840 --> 00:28:39,840
Yeah, it's about $34 million.

264
00:28:39,840 --> 00:28:41,840
Well, that's what they said, claims.

265
00:28:41,840 --> 00:28:45,840
I mean, that's close. I mean, I couldn't give you to the penny, but it's up there.

266
00:28:45,840 --> 00:28:48,840
Okay.

267
00:28:48,840 --> 00:29:05,840
And our view is, okay, if you – it can't be where I think you're asking me, that you have no rights under the contract. You give me money anyway for the contract for the other guy, but somehow I have to give it back to you, even though I have the contract with the other guy.

268
00:29:05,840 --> 00:29:10,840
He's not asking me for the money back. He's using the money as a credit for the miners that I'm hosting for him.

269
00:29:10,840 --> 00:29:12,840
So let's break that down if we could.

270
00:29:12,840 --> 00:29:13,840
Sure.

271
00:29:13,840 --> 00:29:17,840
Because you started off by saying they're not a party under the contract.

272
00:29:17,840 --> 00:29:18,840
That's right.

273
00:29:18,840 --> 00:29:32,840
And I think we put that issue to bed, is that if they're not a party for the contract, they have no benefits under the contract. They have no obligations under the contract. If they're not a party.

274
00:29:32,840 --> 00:29:33,840
If they're not a party.

275
00:29:33,840 --> 00:29:42,840
So it means that to the extent that they have a claim, it has to arise under some other legal theory.

276
00:29:42,840 --> 00:29:47,840
A claim against us, if one legal theory exists.

277
00:29:47,840 --> 00:29:49,840
Okay, I'm just, you know, I'm being a lawyer here.

278
00:29:49,840 --> 00:29:54,840
But if it can't arise under the contract if they're not a party for the contract.

279
00:29:54,840 --> 00:30:00,840
It can't. If they have no rights under the contract, then their right to that payment cannot come from the contract.

280
00:30:00,840 --> 00:30:02,840
Right. It has to come from some place else.

281
00:30:02,840 --> 00:30:03,840
Some place else.

282
00:30:03,840 --> 00:30:04,840
If at all.

283
00:30:04,840 --> 00:30:05,840
If at all.

284
00:30:05,840 --> 00:30:06,840
Okay.

285
00:30:06,840 --> 00:30:07,840
Or they have a claim against us.

286
00:30:07,840 --> 00:30:09,840
That means both.

287
00:30:09,840 --> 00:30:12,840
I don't know about that.

288
00:30:12,840 --> 00:30:13,840
You're a good lawyer.

289
00:30:13,840 --> 00:30:14,840
Yeah, well.

290
00:30:14,840 --> 00:30:20,840
So what I'm trying to figure out is on a summary judgment basis.

291
00:30:20,840 --> 00:30:27,840
If, and see I've gone down both branches of the tree.

292
00:30:27,840 --> 00:30:29,840
That's why you're a good judge.

293
00:30:29,840 --> 00:30:30,840
Yeah.

294
00:30:30,840 --> 00:30:33,840
That's still a learning.

295
00:30:33,840 --> 00:30:41,840
If, as you say, they're not a party for the contract, then to the extent they have a claim, it has to arise from somewhere else.

296
00:30:41,840 --> 00:30:51,840
If they are a party for the contract, then they're subject to all of the limitations, all of the contractual provisions that we bring.

297
00:30:51,840 --> 00:30:52,840
Do you agree with that?

298
00:30:52,840 --> 00:30:54,840
I would agree with that, yeah.

299
00:30:54,840 --> 00:30:55,840
Okay.

300
00:30:55,840 --> 00:31:13,840
And so is there anything in your mind in the proof of claim that suggests an alternative theory other than damages under the contract?

301
00:31:13,840 --> 00:31:16,840
Not that I'm aware of.

302
00:31:16,840 --> 00:31:25,840
Their theory is that they have the rights under the contract, that they were assigned to them.

303
00:31:25,840 --> 00:31:26,840
That's it.

304
00:31:26,840 --> 00:31:27,840
I got it.

305
00:31:27,840 --> 00:31:28,840
Okay.

306
00:31:28,840 --> 00:31:29,840
Thank you for indulging me.

307
00:31:29,840 --> 00:31:48,840
Your Honor, bear with me for one moment.

308
00:31:48,840 --> 00:31:49,840
Of course.

309
00:31:49,840 --> 00:31:54,840
As I understand it, you wanted to put some things up, but only in the court.

310
00:31:54,840 --> 00:31:59,840
Yeah, so we'll give you a copy as soon as they give it up at the demonstrator, and we'll also give our adversaries a copy.

311
00:31:59,840 --> 00:32:01,840
Okay, so you don't want to publish it or you do?

312
00:32:01,840 --> 00:32:05,840
We're fine either way.

313
00:32:05,840 --> 00:32:08,840
So why don't we publish it and we'll give it to you as well.

314
00:32:08,840 --> 00:32:10,840
Okay.

315
00:32:10,840 --> 00:32:14,840
Thank you.

316
00:32:14,840 --> 00:32:15,840
Okay, I'll approach you.

317
00:32:15,840 --> 00:32:19,840
Oh.

318
00:32:19,840 --> 00:32:21,840
Ms. Harper, are you plugged in?

319
00:32:21,840 --> 00:32:29,840
I am now.

320
00:32:29,840 --> 00:32:32,840
Your Honor, my name is, oh, if you're ready.

321
00:32:32,840 --> 00:32:35,840
I want to make sure that, sorry.

322
00:32:35,840 --> 00:32:38,840
So, Your Honor, my name is Greg Wolf.

323
00:32:38,840 --> 00:32:45,840
I represent Sphere alongside my friends Pat Davidson, Ashley Carper, and Brendan Bean.

324
00:32:45,840 --> 00:32:54,840
Also in attendance is your different friend, and also in attendance is Sphere's CEO, Patricia Tromper.

325
00:32:54,840 --> 00:33:04,840
Just as a housekeeping matter, I'd like to move all exhibits on our exhibit list into evidence for purposes of this MSJ hearing and record only.

326
00:33:04,840 --> 00:33:20,840
And Sphere's exhibits are filed under seal, docket numbers 1098-1 through 1098-9.

327
00:33:20,840 --> 00:33:23,840
Any objection?

328
00:33:23,840 --> 00:33:24,840
No.

329
00:33:24,840 --> 00:33:25,840
Not at all.

330
00:33:25,840 --> 00:33:26,840
In fact, I was remiss.

331
00:33:26,840 --> 00:33:27,840
I apologize, Your Honor.

332
00:33:27,840 --> 00:33:36,840
Prior to the hearing we did discuss with counsel that we would agree to that and also reciprocally for us, which would be at the 1099 numbers.

333
00:33:36,840 --> 00:33:40,840
So no objection to both for purposes just of the hearing today.

334
00:33:40,840 --> 00:33:41,840
Certainly.

335
00:33:41,840 --> 00:34:03,840
So, my agreement, I will admit, Sphere's exhibits 1 through 9 identified as 1098-1 through 1098-9, and core exhibits 1 through 8 identified as 1099-1 through 1099-8.

336
00:34:03,840 --> 00:34:04,840
Did I get them all?

337
00:34:04,840 --> 00:34:05,840
I think so, Your Honor.

338
00:34:05,840 --> 00:34:06,840
Okay.

339
00:34:06,840 --> 00:34:07,840
Thank you.

340
00:34:07,840 --> 00:34:08,840
Thank you.

341
00:34:08,840 --> 00:34:09,840
Of course.

342
00:34:09,840 --> 00:34:17,840
So I'd like to begin, actually, where Your Honor left off on whether we have any claims outside the contract.

343
00:34:17,840 --> 00:34:18,840
Right.

344
00:34:18,840 --> 00:34:23,840
And I direct you to page four of our proof of claim, paragraph 13.

345
00:34:23,840 --> 00:34:24,840
Okay.

346
00:34:24,840 --> 00:34:25,840
So I want to use your impact.

347
00:34:25,840 --> 00:34:37,840
Which exhibits you were...

348
00:34:37,840 --> 00:34:39,840
I apologize.

349
00:34:39,840 --> 00:34:40,840
I didn't know.

350
00:34:40,840 --> 00:34:41,840
I just let you know.

351
00:34:41,840 --> 00:34:49,840
I don't think it's one of your marked exhibits.

352
00:34:49,840 --> 00:35:18,840
I believe it's attached to our summary judgment papers.

353
00:35:18,840 --> 00:35:19,840
Okay.

354
00:35:19,840 --> 00:35:24,840
That would be great if you know.

355
00:35:24,840 --> 00:35:32,840
Just so the record's clear, we filed two proofs of claims that are materially identical.

356
00:35:32,840 --> 00:35:40,840
And I direct you to paragraph 13 on page four.

357
00:35:40,840 --> 00:35:51,840
And as you'll see, we asserted that there were, in fact, claims outside the contract, including unjust enrichment, conversion, and a stop.

358
00:35:51,840 --> 00:35:57,840
And the estoppel claim, for example, would arise when my...

359
00:35:57,840 --> 00:36:06,840
Ms. Trompeter and Mr. Sosopoulos go to meet with the core CEO, and he says, you have a contract.

360
00:36:06,840 --> 00:36:11,840
Keep making deposit payments.

361
00:36:11,840 --> 00:36:12,840
That will give rise to an estoppel.

362
00:36:12,840 --> 00:36:17,840
Conversion, you get a conversion claim when someone holds onto your property wrongfully.

363
00:36:17,840 --> 00:36:19,840
Those are claims outside the contract.

364
00:36:19,840 --> 00:36:26,840
And that more within our briefing fit within the rubric of, look, we would need discovery on this.

365
00:36:26,840 --> 00:36:33,840
I think we can beat the motion for summary judgment as to whether we have contractual rights on the merits, and I'd like to get into that.

366
00:36:33,840 --> 00:36:36,840
But I just do want to make clear we do have claims outside the contract.

367
00:36:36,840 --> 00:36:45,840
So help me...

368
00:36:45,840 --> 00:37:14,840
Sorry, let me just a second.

369
00:37:14,840 --> 00:37:41,840
Okay.

370
00:37:41,840 --> 00:38:08,840
Okay.

371
00:38:08,840 --> 00:38:20,840
Okay.

372
00:38:20,840 --> 00:38:48,840
So do you have a copy of the addendum available to you?

373
00:38:48,840 --> 00:38:54,840
So I now understand...

374
00:38:54,840 --> 00:38:55,840
That's the same claim there are.

375
00:38:55,840 --> 00:38:56,840
Oh, no, that was for you.

376
00:38:56,840 --> 00:38:57,840
Oh, for me.

377
00:38:57,840 --> 00:38:58,840
Oh, sure.

378
00:38:58,840 --> 00:38:59,840
He has a...

379
00:38:59,840 --> 00:39:04,840
I now understand.

380
00:39:04,840 --> 00:39:05,840
Okay.

381
00:39:05,840 --> 00:39:11,840
So what you did in paragraph 13 is you said, I filed a demand for arbitration.

382
00:39:11,840 --> 00:39:21,840
I asserted all of these theories, and that you, by reference, incorporated those claims within the addendum.

383
00:39:21,840 --> 00:39:23,840
I missed that one sentence.

384
00:39:23,840 --> 00:39:25,840
Because then I went on and said...

385
00:39:25,840 --> 00:39:27,840
This is a little bare.

386
00:39:27,840 --> 00:39:28,840
No, no, no.

387
00:39:28,840 --> 00:39:32,840
In 15 and 16, and quite frankly, the rest of it, it's all contractual based?

388
00:39:32,840 --> 00:39:33,840
Yes.

389
00:39:33,840 --> 00:39:34,840
But I got it.

390
00:39:34,840 --> 00:39:35,840
Okay.

391
00:39:35,840 --> 00:39:36,840
Yes.

392
00:39:36,840 --> 00:39:37,840
And do you think you can have both?

393
00:39:37,840 --> 00:39:39,840
I think it depends.

394
00:39:39,840 --> 00:39:45,840
I think for the conversion claim, their position is they've canceled the contract a long time ago.

395
00:39:45,840 --> 00:39:49,840
And as a result, they're still holding onto our property.

396
00:39:49,840 --> 00:39:50,840
So convert, right?

397
00:39:50,840 --> 00:39:51,840
You can't just keep...

398
00:39:51,840 --> 00:39:54,840
You can't have a contract and then just keep holding onto property, right?

399
00:39:54,840 --> 00:39:56,840
So you've been...

400
00:39:56,840 --> 00:40:05,840
You believe that you or you've been told, I assume in writing, that prior to the petition date, the agreement was canceled?

401
00:40:05,840 --> 00:40:08,840
Well, it's funny you should say that.

402
00:40:08,840 --> 00:40:09,840
So we...

403
00:40:09,840 --> 00:40:11,840
It's sort of not clear.

404
00:40:11,840 --> 00:40:20,840
I think the position they took with us in 2022 was at some point, this has been canceled.

405
00:40:20,840 --> 00:40:26,840
I then read their papers, and they sure seem to indicate it's been canceled.

406
00:40:26,840 --> 00:40:37,840
And yet, I just heard my adversary saying that they're still billing things in accordance with order number two, which is sort of the opposite, right?

407
00:40:37,840 --> 00:40:39,840
That contract's still effective.

408
00:40:39,840 --> 00:40:44,840
It seems to me the contract has been canceled, but without discovery, I'm not sure.

409
00:40:44,840 --> 00:40:52,840
So let me ask you, if we thought about pushing that issue, doesn't that change your view of the world?

410
00:40:52,840 --> 00:40:54,840
I want to be very clear.

411
00:40:54,840 --> 00:40:56,840
I want to tell you exactly where I'm headed.

412
00:40:56,840 --> 00:40:58,840
Sure.

413
00:40:58,840 --> 00:41:09,840
On this track that we're currently on, you're going to have to choose, because I don't think that the claims can exist together.

414
00:41:09,840 --> 00:41:15,840
Either you're a party to the contract, and you're going to be subject to all the limitations and everything else,

415
00:41:15,840 --> 00:41:24,840
or you're going to take the position that, no, I have tort claims that are based upon whatever theories you have,

416
00:41:24,840 --> 00:41:31,840
because I don't think – I mean, I got the conversion claim, if in fact, maybe, I don't know.

417
00:41:31,840 --> 00:41:37,840
I have to read the entire contract to find out what the rights and remedies are of parties on determination.

418
00:41:37,840 --> 00:41:49,840
But I don't think that you can maintain this, at least based on what I've read, as both – I'm just going to call it a tort claim and a contractual claim.

419
00:41:49,840 --> 00:41:51,840
I think it's one or the other.

420
00:41:51,840 --> 00:41:56,840
Yes. So part of the issue is my adversary's going to move on that.

421
00:41:56,840 --> 00:42:02,840
But what I would say is, for unjust enrichment, you're probably right.

422
00:42:02,840 --> 00:42:06,840
Classically, there has to be a contract, otherwise there's no unjust enrichment.

423
00:42:06,840 --> 00:42:10,840
For estoppel, which is more a quality contract –

424
00:42:10,840 --> 00:42:12,840
It's not really a claim.

425
00:42:12,840 --> 00:42:19,840
Well, it can be, right. So in estoppel claim, for example, if he says – right, there's no contract. But he says –

426
00:42:19,840 --> 00:42:21,840
Oh, but it's a contract.

427
00:42:21,840 --> 00:42:24,840
Yes. I'm basically substituting consideration.

428
00:42:24,840 --> 00:42:28,840
Some jurisdictions can sue that out of tort, some a contract.

429
00:42:28,840 --> 00:42:38,840
As far as the conversion claim, I will agree with you that there may be some elements of it that we can't maintain.

430
00:42:38,840 --> 00:42:44,840
But I do believe that the law would say, for example, with respect to the machines – right, if that's our property.

431
00:42:44,840 --> 00:42:50,840
The machines are our property, and they cancel the contract, and then they just won't give them back.

432
00:42:50,840 --> 00:42:53,840
That's a conversion claim. Right? They've converted them.

433
00:42:53,840 --> 00:42:58,840
Assuming they have – right, I mean assuming they have no right to hold it. Right?

434
00:42:58,840 --> 00:42:59,840
Assuming they have no right.

435
00:42:59,840 --> 00:43:01,840
Right. I got it.

436
00:43:01,840 --> 00:43:08,840
So – all right. I want to hear your contractual-based argument.

437
00:43:08,840 --> 00:43:09,840
Yes, please.

438
00:43:09,840 --> 00:43:24,840
Could I start with that? I – so I want – I absolutely want to hear – given what I've said, I'm also trying to figure out if you really want to maintain that or not.

439
00:43:24,840 --> 00:43:34,840
Well, I think we will. And hopefully I can sway your honor away from struggling to a decisive feeling that it should just be denied at the very least at this juncture.

440
00:43:34,840 --> 00:43:41,840
So let me begin where I think I would have began, which is just to level-set what's at stake here.

441
00:43:41,840 --> 00:43:49,840
Over the course of a little over half a year, we paid CORE $35.1 million in deposit funds.

442
00:43:49,840 --> 00:43:54,840
Can I ask you the same question that Mr. Zacharias couldn't answer? Who paid it?

443
00:43:54,840 --> 00:43:58,840
So if Sphere would give it to Griffin, who would then give it to CORE?

444
00:43:58,840 --> 00:44:09,840
Oh. Okay. So from the debtor's point of view, if we were only looking at the wire transfer, they would have no idea that you paid it?

445
00:44:09,840 --> 00:44:15,840
If you were only looking at the wire transfer. But I will get to why it makes sense under the delegation agreement.

446
00:44:15,840 --> 00:44:17,840
Right. I've got to start at the easy part.

447
00:44:17,840 --> 00:44:27,840
Of course. So the wire transfer – you wire transferred the money to your – how do you refer to them?

448
00:44:27,840 --> 00:44:29,840
Our exclusive manager.

449
00:44:29,840 --> 00:44:35,840
You transfer it to your manager. Your manager has been transferred to the debtor.

450
00:44:35,840 --> 00:44:39,840
Yes. And if you put blinders on and you were only looking at the wire transfers –

451
00:44:39,840 --> 00:44:41,840
Okay.

452
00:44:41,840 --> 00:44:49,840
So as I began, $35.1 million to them. We get a few hundred thousand dollars for the services.

453
00:44:49,840 --> 00:44:56,840
And then they say, we're not going to host any more of your miners. We're not going to uphold our end of the bargain.

454
00:44:56,840 --> 00:44:58,840
So are there miners being hosted today?

455
00:44:58,840 --> 00:45:01,840
There are approximately 600 miners being hosted.

456
00:45:01,840 --> 00:45:05,840
And are they your miners or are there somebody else's?

457
00:45:05,840 --> 00:45:06,840
There are miners.

458
00:45:06,840 --> 00:45:14,840
Okay. And so is it your belief that you have to pay for those or you don't have to pay for those?

459
00:45:14,840 --> 00:45:18,840
They've been using, telling me, our prepayments down there.

460
00:45:18,840 --> 00:45:19,840
But –

461
00:45:19,840 --> 00:45:20,840
Yes. Yeah. Absolutely.

462
00:45:20,840 --> 00:45:21,840
That's a different question.

463
00:45:21,840 --> 00:45:23,840
We would absolutely have to pay for that.

464
00:45:23,840 --> 00:45:32,840
Okay. And is it that you believe you have to pay for it pursuant to Order 2 or some other agreement?

465
00:45:32,840 --> 00:45:35,840
Well, they've canceled Order 2 according to them.

466
00:45:35,840 --> 00:45:37,840
That's what I'm struggling with.

467
00:45:37,840 --> 00:45:48,840
Right. I know. So I think what – if you were – you can cancel a contract and continue to charge a fair rate without a contract in place.

468
00:45:48,840 --> 00:45:50,840
Well, that's actually a different kind of –

469
00:45:50,840 --> 00:45:59,840
It seems like that's what's going on here, right? They won't give it back, but they're still following Order 2's rate.

470
00:45:59,840 --> 00:46:05,840
How can that be when sophisticated parties and $35 million are here?

471
00:46:05,840 --> 00:46:07,840
That's why we're here before you, Your Honor.

472
00:46:07,840 --> 00:46:19,840
Okay. Is the – were there any agreements that the $35 million had to be segregated or it was just a deposit that could go into the general coffers and be spent?

473
00:46:19,840 --> 00:46:30,840
My understanding is if you look at the B schedule within Order 2 is that this would be credits for – right, so it's hosting.

474
00:46:30,840 --> 00:46:41,840
So that would be – right, that would suggest to me that you would have it as a separate state money allocated toward the series of battles.

475
00:46:41,840 --> 00:46:52,840
Well, that just says in the county entry, I'm going to take your money in, but on the ledger of life, you just have a plus that it gets a paper deduction every month, right?

476
00:46:52,840 --> 00:47:05,840
Yeah. I mean, so if – I don't know if it's that simple because if you are running out – right, so let's say you were to put it into the general ledger on your hypothetical,

477
00:47:05,840 --> 00:47:11,840
and then all of a sudden, right, you have below $30 million in the general ledger.

478
00:47:11,840 --> 00:47:16,840
You can't do what you were supposed to do under the contract for speed writing.

479
00:47:16,840 --> 00:47:18,840
Why not?

480
00:47:18,840 --> 00:47:23,840
Well, because you don't have enough money, right? It was – you got $35 million from the sphere you didn't get.

481
00:47:23,840 --> 00:47:25,840
Well, at that point, it's not money. It's credit.

482
00:47:25,840 --> 00:47:28,840
I may not be following your question.

483
00:47:28,840 --> 00:47:36,840
I asked you an accounting question, which was not fair because once I take your cash in, you swapped your cash for credit.

484
00:47:36,840 --> 00:47:45,840
So you have an account there that reflects for subject to future deductions.

485
00:47:45,840 --> 00:47:54,840
You took your cash. It's in the general coffers, and you now have a credit there against – which will satisfy future bills.

486
00:47:54,840 --> 00:47:57,840
So I don't actually need cash at that point.

487
00:47:57,840 --> 00:48:04,840
So I will be candid. My mom is an accountant, and there was only one profession she said I couldn't go into that was accounting.

488
00:48:04,840 --> 00:48:06,840
Okay, fair enough.

489
00:48:06,840 --> 00:48:13,840
So the question before the contested matter, and we look forward to presenting our case to you,

490
00:48:13,840 --> 00:48:20,840
hopefully on a full discovery record and at trial on whether the core should enjoy a windfall.

491
00:48:20,840 --> 00:48:25,840
You just heard from my adversary. They still have $34 million of our money, right?

492
00:48:25,840 --> 00:48:27,840
So the question will be should they enjoy the windfall.

493
00:48:27,840 --> 00:48:29,840
So let me ask Mr. Seger-Edison.

494
00:48:29,840 --> 00:48:30,840
Yes, sir.

495
00:48:30,840 --> 00:48:32,840
Is there a contract in force or not?

496
00:48:32,840 --> 00:48:38,840
There's a contract with Griffin that we're performing under, even though we believe that Griffin is in breach.

497
00:48:38,840 --> 00:48:43,840
Griffin's miners – I mean, my adversary keeps saying they're his, and not his, they're Griffin's.

498
00:48:43,840 --> 00:48:47,840
The miners that are there are Griffin's. They were never Spears. I mean, that's the whole argument, right?

499
00:48:47,840 --> 00:48:52,840
Our view is the miners that came over, their argument is they belonged to Spear.

500
00:48:52,840 --> 00:48:56,840
Their argument is no, they're Griffin's, and I got the invoice to prove it, right?

501
00:48:56,840 --> 00:49:00,840
It says Griffin, May 2023.

502
00:49:00,840 --> 00:49:03,840
So let me ask you a bankruptcy question.

503
00:49:03,840 --> 00:49:04,840
Oh, boy.

504
00:49:04,840 --> 00:49:12,840
So I'm assuming this contract has neither been rejected nor assumed.

505
00:49:12,840 --> 00:49:14,840
That is correct.

506
00:49:14,840 --> 00:49:24,840
So if they're your manager, why haven't they moved to compel rejection of the agreement?

507
00:49:24,840 --> 00:49:28,840
Because you're going to allege that they can never care.

508
00:49:28,840 --> 00:49:29,840
May I go back?

509
00:49:29,840 --> 00:49:31,840
Yes.

510
00:49:31,840 --> 00:49:34,840
The answer to that question is I'm not sure you're on.

511
00:49:34,840 --> 00:49:36,840
Why they haven't done it.

512
00:49:36,840 --> 00:49:43,840
I think our impression was that the – up until – right, they said that – I'll take a step back.

513
00:49:43,840 --> 00:49:45,840
There are two conflicting things here, right?

514
00:49:45,840 --> 00:49:49,840
One is the contract is in force.

515
00:49:49,840 --> 00:49:51,840
I'm warning too, but okay.

516
00:49:51,840 --> 00:50:00,840
You know, as I was listening to my friend speak, I was thinking, gee, there sure do sound like a lot of fact issues here.

517
00:50:00,840 --> 00:50:12,840
But I think the problem is they indicate – right, I think they indicate in their claim objection that the contract is no longer in effect.

518
00:50:12,840 --> 00:50:16,840
And they say they won't host any more miners.

519
00:50:16,840 --> 00:50:21,840
But then they say they're also continuing to host miners, which suggests that the contract is in effect.

520
00:50:21,840 --> 00:50:24,840
I think it's just unclear at the end of the day.

521
00:50:24,840 --> 00:50:27,840
So what is your relationship with your manager today?

522
00:50:27,840 --> 00:50:30,840
Do you have the ability to direct them or not?

523
00:50:30,840 --> 00:50:35,840
I think we would have the opinion that we do have the ability to direct them.

524
00:50:35,840 --> 00:50:38,840
I think they may have a different view of that.

525
00:50:38,840 --> 00:50:44,840
So is this really a $35 million dispute between you and your manager?

526
00:50:44,840 --> 00:50:47,840
No, definitely not.

527
00:50:47,840 --> 00:50:58,840
So, I mean, you're telling me that the money that paid for your manager and your manager forwarded it on, had you asked your manager for the money back?

528
00:50:58,840 --> 00:51:00,840
Can I ask my client whether we have an issue?

529
00:51:00,840 --> 00:51:02,840
I'm just trying to – this doesn't make sense to me.

530
00:51:02,840 --> 00:51:08,840
Well, can I go to – can we get to the delegation agreement and I can explain why it would make sense?

531
00:51:08,840 --> 00:51:09,840
Okay.

532
00:51:09,840 --> 00:51:11,840
Okay.

533
00:51:11,840 --> 00:51:15,840
So let me walk through the relevant agreements with you.

534
00:51:15,840 --> 00:51:16,840
And – right.

535
00:51:16,840 --> 00:51:18,840
Four agreements.

536
00:51:18,840 --> 00:51:22,840
Let's start with – let me start with slide two.

537
00:51:22,840 --> 00:51:39,840
So here we have the agreement between Sphere and Griffin, which provides that – uses the terms provider and customer, but you can just replace those with Griffin shall be Sphere's exclusive provider of any and all management services.

538
00:51:39,840 --> 00:51:40,840
Sure.

539
00:51:40,840 --> 00:51:44,840
Is it your belief that CORE and NOBOT this agreement?

540
00:51:44,840 --> 00:51:45,840
Had it?

541
00:51:45,840 --> 00:51:46,840
Signed onto it?

542
00:51:46,840 --> 00:51:47,840
Brought it?

543
00:51:47,840 --> 00:51:48,840
Passed it?

544
00:51:48,840 --> 00:51:52,840
Did they agree to it?

545
00:51:52,840 --> 00:51:54,840
Given that they – I don't know if they passed away through it.

546
00:51:54,840 --> 00:51:56,840
Did they know about it?

547
00:51:56,840 --> 00:52:05,840
Given that the order number two is so explicit in providing that rights would be assigned to Sphere and that they then –

548
00:52:05,840 --> 00:52:06,840
There was something going on.

549
00:52:06,840 --> 00:52:07,840
Right.

550
00:52:07,840 --> 00:52:15,840
And then that they then signed off on a press release from Griffin, or excuse me, from us describing the delegation.

551
00:52:15,840 --> 00:52:18,840
It sure seems that they knew about it.

552
00:52:18,840 --> 00:52:25,840
But if Sphere was taking over, then why would they need a man-to-man agreement?

553
00:52:25,840 --> 00:52:30,840
Why don't I just get to the delegation agreement and explain how I think it functions and –

554
00:52:30,840 --> 00:52:31,840
I'll be quiet.

555
00:52:31,840 --> 00:52:34,840
I think that will – I'm glad you're interested.

556
00:52:34,840 --> 00:52:49,840
So again, the next is we have order number two and the third is the MSA and then the final agreement, and I think this is sort of the key here, is the delegation agreement between Sphere and Griffin.

557
00:52:49,840 --> 00:52:58,840
And what – I think what may be the cause of the struggle is not everything is being assigned.

558
00:52:58,840 --> 00:53:11,840
Right. What's being assigned is the right to access and use the company facility pursuant to order number two, and then it's delegating the obligation to make payments to Core pursuant to order number two.

559
00:53:11,840 --> 00:53:20,840
What hasn't been delegated are all the obligations to actually interact with Core, and there's a reason for that.

560
00:53:20,840 --> 00:53:22,840
They're the exclusive manager.

561
00:53:22,840 --> 00:53:26,840
They're the ones who are getting paid to ultimately deal with Core.

562
00:53:26,840 --> 00:53:27,840
Right.

563
00:53:27,840 --> 00:53:33,840
In terms of whose money it is, it's our money that's coming to them.

564
00:53:33,840 --> 00:53:39,840
So why didn't your manager have a personal client?

565
00:53:39,840 --> 00:53:43,840
I'm not sure that they would consider that they had – it's a good question.

566
00:53:43,840 --> 00:53:47,840
I'm not sure that they would consider that they had rights to the money given that it's our money.

567
00:53:47,840 --> 00:53:48,840
Well, no.

568
00:53:48,840 --> 00:53:50,840
They don't have any rights to the money, I mean, according to you.

569
00:53:50,840 --> 00:53:51,840
Right.

570
00:53:51,840 --> 00:54:00,840
Do managers take action all the time that have financial benefits to the folks that they're managing for?

571
00:54:00,840 --> 00:54:02,840
I can't speak for them.

572
00:54:02,840 --> 00:54:06,840
Okay. Are they represented by anybody?

573
00:54:06,840 --> 00:54:09,840
Panel gates.

574
00:54:09,840 --> 00:54:14,840
Okay. Can I take it they haven't filed a proof of claim in this case?

575
00:54:14,840 --> 00:54:15,840
That's correct.

576
00:54:15,840 --> 00:54:18,840
Okay.

577
00:54:18,840 --> 00:54:24,840
All right. So if we can put up slide six, which we've been discussing ad nauseam.

578
00:54:24,840 --> 00:54:28,840
Right. You have slide six, which specifically refers to Sphere.

579
00:54:28,840 --> 00:54:30,840
As your honor just put it, they knew something was going on.

580
00:54:30,840 --> 00:54:32,840
Right. It doesn't say anti-parity.

581
00:54:32,840 --> 00:54:33,840
It says Sphere.

582
00:54:33,840 --> 00:54:34,840
Right.

583
00:54:34,840 --> 00:54:35,840
It's a really reference to it.

584
00:54:35,840 --> 00:54:42,840
And we then go to the crux of just what are the requirements prior to.

585
00:54:42,840 --> 00:54:46,840
They submitted this affidavit from Mr. Cann.

586
00:54:46,840 --> 00:54:57,840
I think we're all in agreement now, my adversaries included, that there's no way you can read the phrase requirements prior to and think that's what those requirements are.

587
00:54:57,840 --> 00:55:02,840
And so the question for you then becomes what are the requirements?

588
00:55:02,840 --> 00:55:12,840
And the requirements, given that there's no written consent required, seem perfunctory to us.

589
00:55:12,840 --> 00:55:18,840
And it could be as simple as CORE signing off on a press release.

590
00:55:18,840 --> 00:55:25,840
Right. It could be CORE doing a search and just verifying that Sphere is a Canadian company.

591
00:55:25,840 --> 00:55:32,840
There's no mechanism in the contract that actually says, oh, Sphere has to submit something to CORE.

592
00:55:32,840 --> 00:55:34,840
Right. It could be Griffin that's submitting it.

593
00:55:34,840 --> 00:55:40,840
And there's no mechanism that actually says CORE has to announce your requirements have been met.

594
00:55:40,840 --> 00:55:44,840
And there's no mechanism because there's no written consent required.

595
00:55:44,840 --> 00:55:52,840
And so there are many things that could have been done to satisfy the requirements.

596
00:55:52,840 --> 00:55:54,840
We don't know what the requirements are.

597
00:55:54,840 --> 00:56:01,840
And given that Griffin and CORE were the ones interacting, they would be the parties that ultimately know if the requirements were satisfied.

598
00:56:01,840 --> 00:56:09,840
I think we have a lot of evidence and certainly sufficient evidence on this record to go past the emotion for summary judgment.

599
00:56:09,840 --> 00:56:16,840
And I'd begin with order number two, which contains the assignment language that specifically references Sphere.

600
00:56:16,840 --> 00:56:18,840
We then have the delegation agreement.

601
00:56:18,840 --> 00:56:24,840
And it's undisputed that whether effective or not, it was certainly the intent of Griffin.

602
00:56:24,840 --> 00:56:27,840
Right. It was the intent of the parties to accomplish a delegation.

603
00:56:27,840 --> 00:56:37,840
And then third, and we have the declarations of Ms. Trompeter and Mr. Sassopoulos, excuse the mispronunciation.

604
00:56:37,840 --> 00:56:43,840
There are unrebutted admissions that CORE CEO said, yeah, we have a contractual relationship.

605
00:56:43,840 --> 00:56:46,840
Right. And that's dispositive.

606
00:56:46,840 --> 00:56:51,840
And I heard a lot about from my adversary whether the requirements had been met.

607
00:56:51,840 --> 00:56:57,840
But what I hadn't heard is anything about whether there was a waiver for condition precedent.

608
00:56:57,840 --> 00:57:04,840
And when the CEO of a company says we have a contractual relationship, you are our customer,

609
00:57:04,840 --> 00:57:13,840
that sure suggests that either whatever happened between Griffin and CORE, that the requirements were met or we don't really care if the requirements are met.

610
00:57:13,840 --> 00:57:16,840
Keep paying us millions of dollars. We like it when you pay us money.

611
00:57:16,840 --> 00:57:18,840
We don't really care if it comes from you or Griffin.

612
00:57:18,840 --> 00:57:20,840
We just want to keep receiving the money.

613
00:57:20,840 --> 00:57:27,840
And, Your Honor, we think that that's dispositive and there's really no need to go to the other evidence.

614
00:57:27,840 --> 00:57:29,840
But we did offer other evidence.

615
00:57:29,840 --> 00:57:41,840
Right. We have the, and if we go to slide nine, right, we have CORE approving a press release disclosing the delegation agreement.

616
00:57:41,840 --> 00:57:50,840
Surely, if CORE thinks this delegation isn't effective, it's going to say, wait, hold on.

617
00:57:50,840 --> 00:57:54,840
You can't. You can't disclose this delegation.

618
00:57:54,840 --> 00:57:59,840
So we have the approval of the delegation agreement.

619
00:57:59,840 --> 00:58:04,840
And finally, we also have the statements from Griffin that this is actually our money.

620
00:58:04,840 --> 00:58:17,840
And unless you have more questions on that branch of the motion, I'll move on to the limitations of liability.

621
00:58:17,840 --> 00:58:21,840
Okay.

622
00:58:21,840 --> 00:58:27,840
If it's okay with Your Honor, I know that TAD began with contract construction.

623
00:58:27,840 --> 00:58:29,840
I'd like to begin with public policy.

624
00:58:29,840 --> 00:58:30,840
Sure.

625
00:58:30,840 --> 00:58:37,840
So CORE contends that Section 5C eliminates certain categories of damages, such as lost profits,

626
00:58:37,840 --> 00:58:43,840
and that Section 5B limits its liability to just over $84,000.

627
00:58:43,840 --> 00:58:46,840
And its argument fails for several reasons.

628
00:58:46,840 --> 00:58:56,840
The parties agree that Delaware public policy controls, and Delaware public policy will not permit a party to exploit itself for intentional torts

629
00:58:56,840 --> 00:59:00,840
or contract claims that include allegations of bad faith.

630
00:59:00,840 --> 00:59:04,840
And we've included both claims here.

631
00:59:04,840 --> 00:59:15,840
Now, there was actually, we've put up on the deck for you the paragraphs discussing why intentional torts can't be disclaimed.

632
00:59:15,840 --> 00:59:24,840
And while my adversary said today, oh, look at the underlying opinion, see the limitations of liability and their scope,

633
00:59:24,840 --> 00:59:26,840
that was nowhere within their reply papers.

634
00:59:26,840 --> 00:59:33,840
And I'm unfamiliar with any jurisdiction that permits conversion claims to be disclaimed.

635
00:59:33,840 --> 00:59:44,840
And the purpose of Delaware law indicates that can't be, and I've never seen a decision that says that an intentional tort can be disclaimed.

636
00:59:44,840 --> 00:59:50,840
But the conversion claim isn't under the contract, right?

637
00:59:50,840 --> 00:59:52,840
Correct.

638
00:59:52,840 --> 00:59:59,840
So I think your point is either way, it probably wouldn't be subject to limited liability.

639
00:59:59,840 --> 01:00:09,840
I don't need to figure that out because your theory on the conversion claim is that there is no contract.

640
01:00:09,840 --> 01:00:16,840
And their post-contract termination, they're wrongfully keeping my money and have no right to do so.

641
01:00:16,840 --> 01:00:19,840
I think it might wind up being a little bit more nuanced than that.

642
01:00:19,840 --> 01:00:27,840
But either way, I think we're in agreement that the limitations of liability can't limit the conversion claims.

643
01:00:27,840 --> 01:00:30,840
I wouldn't make that assumption.

644
01:00:30,840 --> 01:00:34,840
Okay. Either way, that's our position.

645
01:00:34,840 --> 01:00:42,840
And then, so to our mind, what this really boils down to is whether contractual bad faith can be disclaimed.

646
01:00:42,840 --> 01:00:50,840
And our adversaries say that there is no Delaware precedent for striking a limitation on contractual liability

647
01:00:50,840 --> 01:00:53,840
because of a party's bad faith breach of contract.

648
01:00:53,840 --> 01:00:58,840
And what we submit is that this is a misstatement of Delaware law.

649
01:00:58,840 --> 01:01:09,840
And we cited Delaware precedent indicating that Delaware, like most jurisdictions, in fact, does not allow a party to limit its liability for a bad faith breach.

650
01:01:09,840 --> 01:01:11,840
My adversaries cited the same case law.

651
01:01:11,840 --> 01:01:17,840
And we'd refer you to the petroleum, the Magellan terminal holdings case.

652
01:01:17,840 --> 01:01:23,840
The question was whether the limitation of liability was enforceable against bad faith breach.

653
01:01:23,840 --> 01:01:28,840
As you can see, the limitation of liability was very at issue in Magellan.

654
01:01:28,840 --> 01:01:34,840
It was very similar to the limitation of liability here as reflected in Section 5C.

655
01:01:34,840 --> 01:01:42,840
And what the court holds is that whether a bad faith breach can be limited is an issue of fact that cannot be decided before trial.

656
01:01:42,840 --> 01:01:50,840
And I quote, the case law from the Superior Court carves out an exception for bad faith breaches of contract in specific instances.

657
01:01:50,840 --> 01:01:55,840
It is undisputed that parties cannot absolve themselves for their own conduct amounting to fraud.

658
01:01:55,840 --> 01:02:05,840
However, as the claims that fall somewhere short of fraud, such as claims for bad faith, the court must undergo a factual analysis that is premature on summary judgment.

659
01:02:05,840 --> 01:02:17,840
Now, on reply, my adversaries say that the Magellan case only reached this conclusion because there were also fraudulent inducement allegations in the case.

660
01:02:17,840 --> 01:02:25,840
And if you read the case, the presence of fraud allegations ultimately had nothing to do with the court's ruling on bad faith breach of contract.

661
01:02:25,840 --> 01:02:29,840
You can see it right there. It's undisputed that fraud can't be exculpated.

662
01:02:29,840 --> 01:02:33,840
The only question is whether bad faith breach of contract can't be.

663
01:02:33,840 --> 01:02:38,840
And the court says that raises fact issue that I need to address at trial.

664
01:02:38,840 --> 01:02:46,840
And we'd also submit that petroleum is consistent with the majority position in Delaware that bad faith breaches cannot be limited.

665
01:02:46,840 --> 01:02:51,840
And, for example, if we could go to the next slide.

666
01:02:51,840 --> 01:03:07,840
In the context of interpreting a contract construction provision that did not specifically carve out exception for bad faith, the court in J.A. Jones construction versus city of Dover observed that even if a contract reports to give a general exoneration from damages,

667
01:03:07,840 --> 01:03:17,840
it will not protect the party from a claim involving its own fraud or bad faith. And my adversaries in their brief say that J.A. Jones only dealt with tort liability.

668
01:03:17,840 --> 01:03:26,840
That's not correct. The court in petroleum, as the court in petroleum noted, J.A. Jones also dealt with contract liability.

669
01:03:26,840 --> 01:03:41,840
And if we could go to the next slide, the rule and it may be the rule in every jurisdiction, but it's certainly the rule in the majority of jurisdictions is consistent with the law we've just given you, which is that bad faith breach cannot be limited.

670
01:03:41,840 --> 01:03:51,840
And my adversaries didn't dispute that. And I'd like to read you what the Texas Supreme Court has said to say on that issue in Zachary Construction Court.

671
01:03:51,840 --> 01:04:01,840
Generally, a construction provision exempting a party from tort liability or harm caused intentionally or recklessly is unenforceable on grounds of public policy.

672
01:04:01,840 --> 01:04:09,840
We think the same may be said of contract liability to conclude otherwise but incentivize wrongful conduct and damage contractual relations.

673
01:04:09,840 --> 01:04:16,840
This conclusion is supported by lower court decisions in Texas and court decisions in at least 20 American jurisdictions.

674
01:04:16,840 --> 01:04:22,840
And I think that's a very important point to make when we're doing this overwhelming consensus.

675
01:04:22,840 --> 01:04:31,840
And so the question then is, I think we've addressed the public policy aspect of my adversaries motion.

676
01:04:31,840 --> 01:04:49,840
And so, it says sphere of arbitration gets core certain claims for repudiation of a contract breach contract be reached the implied covenant of faith and their appealing on Justin Richmond version.

677
01:04:49,840 --> 01:05:06,840
I'm sorry. No, sir.

678
01:05:06,840 --> 01:05:21,840
Of course, there are satisfied obligations to the claim and included but limited to consequential expectation of the line.

679
01:05:21,840 --> 01:05:25,840
Obviously, you don't have our own delay arbitration demand, but it would be clear that we're seeing bad faith.

680
01:05:25,840 --> 01:05:35,840
But I'd also know that a breach of implied covenant of good faith and fair dealing under Delaware law necessarily requires proof that of a bad faith breach.

681
01:05:35,840 --> 01:05:43,840
And so that's that's where we would rely on.

682
01:05:43,840 --> 01:05:52,840
And so, again, that's a we, I guess we're going to where where I was going, which was in in their motion.

683
01:05:52,840 --> 01:05:58,840
My adversaries promised you very narrow legal issues of contract interpretation.

684
01:05:58,840 --> 01:06:09,840
And in their reply, they're giving you very fact heavy questions on whether bad faith has been whether we're going to be able to prove bad faith on this record.

685
01:06:09,840 --> 01:06:14,840
And that's a fact that's a bad faith is a classic fact question.

686
01:06:14,840 --> 01:06:20,840
And that is would be inappropriate to be resolved now before there's been discovery.

687
01:06:20,840 --> 01:06:30,840
But on top of it, we've given you evidence that there was, in fact, bad faith conduct as reflected in this Trompeter's declaration.

688
01:06:30,840 --> 01:06:36,840
Poor hooked up Sears miners and use them to mine Bitcoin for its own benefit.

689
01:06:36,840 --> 01:06:39,840
It stated it compensated sphere, but never did so.

690
01:06:39,840 --> 01:06:50,840
The contract may not say explicitly, oh, gee, you can't hook up your customers, miners and use it for your own benefit, but it's surely bad faith conduct to do so.

691
01:06:50,840 --> 01:06:59,840
And we'd also submit that accepting three five million dollars in deposits and then maybe keeping part of the contract in place, maybe not.

692
01:06:59,840 --> 01:07:04,840
And then just refusing to take on more miners is also bad faith conduct.

693
01:07:04,840 --> 01:07:12,840
And I'd like to make one last point here, and this was another argument raised in reply, not in the opening.

694
01:07:12,840 --> 01:07:20,840
Whore's citing to the anti bootstrapping rule, which precludes a party from alleging a fraud claim in the guise of a breach of contract.

695
01:07:20,840 --> 01:07:23,840
And I think I heard my friends on the other side also mentioned fraud.

696
01:07:23,840 --> 01:07:25,840
We haven't asserted any fraud claims.

697
01:07:25,840 --> 01:07:31,840
So the anti bootstrapping rule really has no application here.

698
01:07:31,840 --> 01:07:37,840
Unless you have any more questions on public policy, I'll move to contract interpretation.

699
01:07:37,840 --> 01:07:53,840
OK, so section five D provides and there's language in the middle, but the gist is course, total liability will not exceed an amount equal to one month to be payable to core.

700
01:07:53,840 --> 01:08:11,840
Pursuing to order number two and course contention is that section five D unambiguously limits its liability to the amount charged on the last invoice before it files for summary judgment, namely eighty four thousand six hundred eighty five dollars and ninety four cents.

701
01:08:11,840 --> 01:08:13,840
I'll help you that I don't buy that argument at all.

702
01:08:13,840 --> 01:08:17,840
Well, I also don't buy the one that it's the most expensive, which was yours.

703
01:08:17,840 --> 01:08:24,840
So I got it. OK, well, fortunately, we didn't move for summary judgment on that.

704
01:08:24,840 --> 01:08:28,840
So I don't know. All I'm just telling is I didn't believe me.

705
01:08:28,840 --> 01:08:31,840
Well, I'll I'll reserve on that for later.

706
01:08:31,840 --> 01:08:42,840
And so I'm going to move now just to a final word on discovery, which is we submitted a rule fifty sixty motion or affidavit.

707
01:08:42,840 --> 01:08:48,840
Excuse me. I don't think you need to reach it, but I do want to say just a word on discovery.

708
01:08:48,840 --> 01:08:59,840
The norm, the norm in the run of the mill case, ninety nine point nine percent of cases is that you get to you get to have your claims heard on a full discovery record.

709
01:08:59,840 --> 01:09:07,840
And this is not the case that deserves to be cut off at the knees before we have that record.

710
01:09:07,840 --> 01:09:13,840
And I'm a baseball fan and I thought, sorry. So let me ask what's the end result in this?

711
01:09:13,840 --> 01:09:21,840
So you learn today that somebody still has a contract.

712
01:09:21,840 --> 01:09:25,840
Nobody's moved to do anything with that contract.

713
01:09:25,840 --> 01:09:29,840
I mean, you told me that you had miners that were there.

714
01:09:29,840 --> 01:09:34,840
You dispute who they belong to. You told me that you agree that you should pay for them.

715
01:09:34,840 --> 01:09:43,840
And there's letters are standing up saying there's a contract between them and your manager.

716
01:09:43,840 --> 01:09:49,840
So what's the end result? Well, I'm going to dispute whether there is a contract.

717
01:09:49,840 --> 01:09:55,840
They told us there was. All right. So there's some sort of. Yeah.

718
01:09:55,840 --> 01:10:00,840
Because you still got people there. Right. You mean miners. Yeah.

719
01:10:00,840 --> 01:10:05,840
Sure. So you're asking what's the end result? We see one of our claims.

720
01:10:05,840 --> 01:10:14,840
We proved that there was a breach or we prove a non-contract claim and we get our money back and potentially limited by limitation liability.

721
01:10:14,840 --> 01:10:19,840
But you get a claim that's potentially money back at all. Sure. Fair enough.

722
01:10:19,840 --> 01:10:27,840
We have money. But the miners go away. Hopefully we'll get them back.

723
01:10:27,840 --> 01:10:32,840
I don't know how that works. OK. It's part of our proof of claim. At the end of the day.

724
01:10:32,840 --> 01:10:36,840
I'm sorry. What? The miners are part of our proof of claim.

725
01:10:36,840 --> 01:10:42,840
I mean, at the end of the day, what you get is a generalist. Sure.

726
01:10:42,840 --> 01:10:48,840
Maybe you've got some basis for that. I hadn't heard yet, but maybe you do.

727
01:10:48,840 --> 01:10:53,840
You end up getting a generalist. Right.

728
01:10:53,840 --> 01:11:01,840
And your relationship with the core is terminated. To the extent that you had one. Fair. Fair.

729
01:11:01,840 --> 01:11:10,840
And of course, there's always the potential for negotiation or something.

730
01:11:10,840 --> 01:11:16,840
I'm just trying to understand what the end game is.

731
01:11:16,840 --> 01:11:31,840
We're trying to get our money back and that's the end game. And if it's through a general unsecured claim, we're in a better position than we are today.

732
01:11:31,840 --> 01:11:37,840
What I'm really trying to understand is you're not asserting that there's some sort of trust file.

733
01:11:37,840 --> 01:11:54,840
You believe you gave these folks a deposit in return for services. There's a dispute about who services were provided to and who's entitled to act with respect to whatever agreement is that parties think exists.

734
01:11:54,840 --> 01:12:07,840
But at the end of the day, I've been pointed to nothing. I've read nothing that would suggest that there's a fund there or there's some sort of trust fund theory.

735
01:12:07,840 --> 01:12:16,840
This is a good claim. Like a person who sold a box of pencils and didn't get paid on their receipt.

736
01:12:16,840 --> 01:12:20,840
If you don't mind, I'd like to consult with my Steve Goh counsel.

737
01:12:20,840 --> 01:12:38,840
That would be great because it helps me understand what questions to ask.

738
01:12:38,840 --> 01:12:40,840
Good afternoon, Your Honor.

739
01:12:40,840 --> 01:12:50,840
I'm Ted Davidson for Sphere. I think in the proof of claim, we reserve rights to assert election of remedies and other sort of arguments. We reserve a right for an admin claim.

740
01:12:50,840 --> 01:12:54,840
I'm pressing you.

741
01:12:54,840 --> 01:12:59,840
We understand the court's pressing and concern and questions about that trust fund issue.

742
01:12:59,840 --> 01:13:03,840
We're not waiving those rights, but we haven't asserted them yet.

743
01:13:03,840 --> 01:13:10,840
What was the bar date?

744
01:13:10,840 --> 01:13:11,840
It's passed.

745
01:13:11,840 --> 01:13:17,840
So I'm going to guess a trust fund claim would be used and the claim probably gone.

746
01:13:17,840 --> 01:13:19,840
Whatever the effect of the bar date would be, Your Honor.

747
01:13:19,840 --> 01:13:20,840
I got it.

748
01:13:20,840 --> 01:13:21,840
Okay.

749
01:13:21,840 --> 01:13:23,840
Thank you.

750
01:13:23,840 --> 01:13:38,840
And, Secretary Deese, have we, do we, I'm trying to figure out what we're really fighting about. Have we figured out what the likely distribution to GUCS is going to be?

751
01:13:38,840 --> 01:13:43,840
I think the last version of the plan is stock.

752
01:13:43,840 --> 01:13:46,840
Your Honor, it's a 100 cent case.

753
01:13:46,840 --> 01:13:48,840
In terms of cash to unsecured?

754
01:13:48,840 --> 01:13:49,840
Equity.

755
01:13:49,840 --> 01:13:53,840
Okay.

756
01:13:53,840 --> 01:14:02,840
And was that contemplated, I mean, in terms of getting your money back, that is an entirely different world, right?

757
01:14:02,840 --> 01:14:04,840
Okay, Your Honor.

758
01:14:04,840 --> 01:14:09,840
So parties are listening, just so everybody can hear.

759
01:14:09,840 --> 01:14:18,840
As I said, something is better than nothing.

760
01:14:18,840 --> 01:14:20,840
I think I said it carefully, Your Honor.

761
01:14:20,840 --> 01:14:24,840
If this were a hot plant with a million dollars in it, we might not be here fighting so hard.

762
01:14:24,840 --> 01:14:29,840
They've got a proposed plan that at least has an economic recovery that says our claims are going to be paid in full.

763
01:14:29,840 --> 01:14:37,840
Yes, it's in equity, but it's still $35 million of equity based upon the value of the reorganized company.

764
01:14:37,840 --> 01:14:38,840
I wouldn't argue with you.

765
01:14:38,840 --> 01:14:41,840
I'm just trying to understand.

766
01:14:41,840 --> 01:14:42,840
All right.

767
01:14:42,840 --> 01:14:45,840
Just a couple of points.

768
01:14:45,840 --> 01:14:48,840
I thought you were finished.

769
01:14:48,840 --> 01:14:49,840
I'm sorry.

770
01:14:48,840 --> 01:14:49,840
I interrupted you a million times.

771
01:14:49,840 --> 01:14:51,840
I've enjoyed it, Your Honor.

772
01:14:51,840 --> 01:15:00,840
It's much lonelier not having a conversation.

773
01:15:00,840 --> 01:15:04,840
I just want to say one final word.

774
01:15:04,840 --> 01:15:20,840
We've put up the slide, and I just want to say just a couple more words on when it's appropriate to eliminate discovery or to eliminate a case before discovery is complete.

775
01:15:20,840 --> 01:15:33,840
As we pointed out in our papers, courts applying Delaware law never rule on the application of partial limitations of liability like those at issue here without the benefit of discovery.

776
01:15:33,840 --> 01:15:39,840
My adversaries did not cite a single case to you that did so.

777
01:15:39,840 --> 01:15:48,840
My adversaries did not cite a remotely similar case to this one that would have cut off the use of the case before discovery has commenced.

778
01:15:48,840 --> 01:15:52,840
When a party files for bankruptcy protection, they incur certain obligations.

779
01:15:52,840 --> 01:15:55,840
One of those is to meet contested matters.

780
01:15:55,840 --> 01:15:58,840
This is an immensely important case to my client.

781
01:15:58,840 --> 01:16:03,840
We deserve our day in court and to present to you with a full record at trial.

782
01:16:03,840 --> 01:16:04,840
We look forward to that.

783
01:16:04,840 --> 01:16:05,840
Thank you.

784
01:16:05,840 --> 01:16:10,840
What is it that you think you're going to need in discovery?

785
01:16:10,840 --> 01:16:12,840
Isn't most of this?

786
01:16:12,840 --> 01:16:14,840
I got it that you want to go take the depot.

787
01:16:14,840 --> 01:16:15,840
Yeah.

788
01:16:15,840 --> 01:16:16,840
He either said or didn't say certain things.

789
01:16:16,840 --> 01:16:17,840
Sure.

790
01:16:17,840 --> 01:16:19,840
What else do you really need for your case?

791
01:16:19,840 --> 01:16:23,840
I would think it would be coming back the other way.

792
01:16:23,840 --> 01:16:25,840
I think we're lucky.

793
01:16:25,840 --> 01:16:43,840
I guess if there's a disputed issue of material fact on whether the requirements were made today, there's going to be a dispute tomorrow too, regardless of what discovery feels most like.

794
01:16:43,840 --> 01:16:44,840
I just didn't get whether.

795
01:16:44,840 --> 01:16:55,840
If there's a dispute today, I assume that their motion for summary judgment was their best shot at this.

796
01:16:55,840 --> 01:16:59,840
If there's a dispute today about whether the requirements were met, then there's going to be a dispute tomorrow too.

797
01:16:59,840 --> 01:17:02,840
That will ultimately need to be resolved in a credibility determination.

798
01:17:02,840 --> 01:17:03,840
We'll need depositions.

799
01:17:03,840 --> 01:17:05,840
Isn't that the same depot you're going to take the guys?

800
01:17:05,840 --> 01:17:06,840
Yes.

801
01:17:06,840 --> 01:17:07,840
Fair enough.

802
01:17:07,840 --> 01:17:17,840
We'll need discovery into whether the recommendations were made, what the requirements were, whether they were met, whether they were waived.

803
01:17:17,840 --> 01:17:20,840
Is this something we could try in 60 days?

804
01:17:20,840 --> 01:17:21,840
In 60 days?

805
01:17:21,840 --> 01:17:34,840
I don't know that that's realistic in part because our star witness is unfortunately undergoing cancer treatments and is expecting a major procedure.

806
01:17:34,840 --> 01:17:38,840
I apologize.

807
01:17:38,840 --> 01:17:40,840
Not to me, to her.

808
01:17:40,840 --> 01:17:41,840
Yeah.

809
01:17:41,840 --> 01:17:51,840
So, but barring working through that, that is something that could be done.

810
01:17:51,840 --> 01:17:54,840
It just doesn't sound like it's that complicated.

811
01:17:54,840 --> 01:18:04,840
It's a big number of the disputes of relative reach and find.

812
01:18:04,840 --> 01:18:05,840
We ought to be able to do this relatively quickly.

813
01:18:05,840 --> 01:18:09,840
It's not something we need six months of discovery and three months to get ready and we try this sometime next year.

814
01:18:09,840 --> 01:18:12,840
We could do this before the end of the year if we want to do it, right?

815
01:18:12,840 --> 01:18:15,840
I think we, I'm not sure about that.

816
01:18:15,840 --> 01:18:17,840
Let me, can I think about it?

817
01:18:17,840 --> 01:18:20,840
So, let me ask you this.

818
01:18:20,840 --> 01:18:21,840
Yes.

819
01:18:21,840 --> 01:18:47,840
If subject to all of the legal arguments that you want to make with respect to the effect of certain provisions, do you agree with the basic premise that if you have rights under the contract, they come full burden with all of the obligations under contract?

820
01:18:47,840 --> 01:18:53,840
I think that it's a little complicated because there's a partial assignment.

821
01:18:53,840 --> 01:19:01,840
So, I think, but in terms of the limitations of liability, which is really what we're talking about.

822
01:19:01,840 --> 01:19:02,840
Yeah.

823
01:19:02,840 --> 01:19:03,840
Okay.

824
01:19:03,840 --> 01:19:11,840
So, you agree that if you are, if you have rights under the contract, you are subject to all of the limitations that are set forth under the contract?

825
01:19:11,840 --> 01:19:13,840
The ones we've just discussed today, absolutely.

826
01:19:13,840 --> 01:19:14,840
Okay.

827
01:19:14,840 --> 01:19:16,840
Are there others that I've missed?

828
01:19:16,840 --> 01:19:20,840
I'm sure my adversaries will bring them up to you if they have.

829
01:19:20,840 --> 01:19:21,840
All right.

830
01:19:21,840 --> 01:19:22,840
All right.

831
01:19:22,840 --> 01:19:23,840
I think I got it.

832
01:19:23,840 --> 01:19:24,840
Thank you.

833
01:19:24,840 --> 01:19:26,840
Just briefly, Your Honor.

834
01:19:26,840 --> 01:19:31,840
I'll pick up on that last point because I think there were some schedules submitted and we had a very different view.

835
01:19:31,840 --> 01:19:32,840
We agree with Your Honor.

836
01:19:32,840 --> 01:19:35,840
We think this could be done by the end of the year.

837
01:19:35,840 --> 01:19:43,840
So, we, you know, we can turn to that when we need to, but their schedule had us going to April, which to us is a non-starter.

838
01:19:43,840 --> 01:19:58,840
Just a few points I wanted to make, there was some accusation that whatever happened at that April Miami lunch that somehow that's the basis for this estoppel point that counsel was trying to find in his proof of claim.

839
01:19:58,840 --> 01:20:01,840
All the money that was paid was paid before then.

840
01:20:01,840 --> 01:20:07,840
If you look at the order number two, that adds up to about $35 million.

841
01:20:07,840 --> 01:20:08,840
It's not correct, Your Honor.

842
01:20:08,840 --> 01:20:19,840
Okay. Well, if you look at the order, when I say keep paying millions, when you add up, and if I'm wrong, I'm wrong, but if when I add up order number two and what the payments were, they come up to about $35 million.

843
01:20:19,840 --> 01:20:26,840
So, it's not like we were sitting around saying keep sending us money, but in any event, we did cite.

844
01:20:26,840 --> 01:20:27,840
Sorry.

845
01:20:27,840 --> 01:20:28,840
Go ahead.

846
01:20:28,840 --> 01:20:29,840
So let me ask you this.

847
01:20:29,840 --> 01:20:38,840
Let's assume that somebody filed a motion to compel rejection of the evening.

848
01:20:38,840 --> 01:20:39,840
Somebody was standing.

849
01:20:39,840 --> 01:20:40,840
Like Griffin.

850
01:20:40,840 --> 01:20:41,840
Like Griffin.

851
01:20:41,840 --> 01:20:53,840
Whoever has standing files a motion to compel rejection because they allege that you can't cure, can't assume.

852
01:20:53,840 --> 01:21:01,840
What happens to the balance?

853
01:21:01,840 --> 01:21:03,840
I mean, it's a good question, Your Honor.

854
01:21:03,840 --> 01:21:04,840
I haven't.

855
01:21:04,840 --> 01:21:13,840
Yeah, I mean, it'd be a rejection damage claim, but we, in connection with this, if the party that, I mean, I'll just, you know, be candid.

856
01:21:13,840 --> 01:21:19,840
If Griffin were to have done that, we think that they've reached the contract because they didn't supply these miners.

857
01:21:19,840 --> 01:21:20,840
Like Griffin reached the contract.

858
01:21:20,840 --> 01:21:21,840
So.

859
01:21:21,840 --> 01:21:25,840
We're still performing, we have 600 miners, and we're using order number two.

860
01:21:25,840 --> 01:21:26,840
And I.

861
01:21:26,840 --> 01:21:30,840
What would the effect of that be if, in fact, Griffin reached the agreement?

862
01:21:30,840 --> 01:21:33,840
We would say we get to keep the money.

863
01:21:33,840 --> 01:21:34,840
Under what theory?

864
01:21:34,840 --> 01:21:36,840
Under the contract.

865
01:21:36,840 --> 01:21:37,840
We built out facilities.

866
01:21:37,840 --> 01:21:44,840
The provision I read to you about the limitations of liability has a carve out that runs in our favor.

867
01:21:44,840 --> 01:21:46,840
You would have to file a lawsuit when?

868
01:21:46,840 --> 01:21:47,840
Oh, yeah.

869
01:21:47,840 --> 01:21:48,840
I mean, yeah.

870
01:21:48,840 --> 01:21:51,840
You don't just.

871
01:21:51,840 --> 01:21:52,840
Right.

872
01:21:51,840 --> 01:21:52,840
You just don't.

873
01:21:52,840 --> 01:21:53,840
You just don't get the key.

874
01:21:53,840 --> 01:21:54,840
Yeah.

875
01:21:54,840 --> 01:21:55,840
Yeah.

876
01:21:55,840 --> 01:21:56,840
Of course.

877
01:21:56,840 --> 01:22:00,840
So if we went down that path, there would then be a piece of litigation summoned.

878
01:22:00,840 --> 01:22:01,840
Yeah.

879
01:22:01,840 --> 01:22:02,840
I mean.

880
01:22:02,840 --> 01:22:06,840
And so you're objecting to the proof of claim.

881
01:22:06,840 --> 01:22:13,840
And so if you win, you're not pursuing anything else.

882
01:22:13,840 --> 01:22:14,840
You're just done with it.

883
01:22:14,840 --> 01:22:15,840
Is that right?

884
01:22:15,840 --> 01:22:19,840
Yeah, well, the only the only entity that's asked for money is sphere.

885
01:22:19,840 --> 01:22:20,840
Right.

886
01:22:20,840 --> 01:22:21,840
Griffin didn't.

887
01:22:21,840 --> 01:22:35,840
We in our objection to the proof of claim, we pointed all out how they didn't have the wherewithal to provide the miners are part of the all that stuff we would get into to show that there's no basis.

888
01:22:35,840 --> 01:22:46,840
Even if they are a party that they can't recover this money, we would get into some of that in discovery. And so if we won at the end of the day, all of that, that would be it.

889
01:22:46,840 --> 01:22:52,840
We wouldn't be pursuing anybody else for money because we'd be resolving that issue here.

890
01:22:52,840 --> 01:22:54,840
In this context.

891
01:22:54,840 --> 01:22:58,840
And my guess is there will be some subpoenaing of the Griffin people in this context.

892
01:22:58,840 --> 01:23:08,840
I was just trying to figure out should they be since I didn't really understand what the relationship is between fear and Griffin.

893
01:23:08,840 --> 01:23:12,840
Is it we need to join those folks?

894
01:23:12,840 --> 01:23:16,840
I mean, what I don't want to do is I don't want to do this twice.

895
01:23:16,840 --> 01:23:19,840
I mean, I know we got a bar day, but I don't want somebody to come.

896
01:23:19,840 --> 01:23:28,840
I don't want them to run in and go, well, no, it was my money and I have a client.

897
01:23:28,840 --> 01:23:32,840
To which we'd say, well, I got all of that.

898
01:23:32,840 --> 01:23:35,840
But, you know, we're in a chapter 11. You got excusable neglect.

899
01:23:35,840 --> 01:23:38,840
And, you know, well, I thought they were going to do it right and they didn't.

900
01:23:38,840 --> 01:23:43,840
And I, you know, I'm just trying to be efficient about this. I don't want to do this.

901
01:23:43,840 --> 01:23:51,840
Well, I mean, at the risk of thinking out loud here on the podium, you know, we want to be done with this as quickly as possible.

902
01:23:51,840 --> 01:23:54,840
We also, everyone's talked about chapter 11. Yeah, that's right.

903
01:23:54,840 --> 01:23:58,840
We have a plan. We want to get done. Right. And we don't want things hanging out.

904
01:23:58,840 --> 01:24:02,840
So, I mean, I have some concern inviting more people to the party. But I take your point.

905
01:24:02,840 --> 01:24:08,840
I mean, we're going to be saying things about Griffin. We will be deposing Griffin.

906
01:24:08,840 --> 01:24:11,840
I mean, I'm going to subpoena them, no doubt.

907
01:24:11,840 --> 01:24:16,840
You know, but at the end of the day, you know, I still get back to it's a problem between those guys on some level.

908
01:24:16,840 --> 01:24:23,840
Like, right now, right now, there are miners over at CORE that we say are Griffin's miners.

909
01:24:23,840 --> 01:24:27,840
They say they're their miners. Well, Griffin thinks they're Griffin's miners, too.

910
01:24:27,840 --> 01:24:32,840
So, that's why the issue of do they have a contract, do they have any rights is so critical to us.

911
01:24:32,840 --> 01:24:39,840
And we did propose, one of the things I'll just segue a bit, we did propose taking discovery just on that limited issue,

912
01:24:39,840 --> 01:24:48,840
targeted upfront, 30 days, 45 days, whatever, on that issue as an alternative possibility.

913
01:24:48,840 --> 01:24:54,840
So, we don't have to go down the other path. I mean, our point, I think I heard some comment that we, you know,

914
01:24:54,840 --> 01:24:59,840
we agree with them that we can't prove bad faith or not saying that we're not able to prove.

915
01:24:59,840 --> 01:25:08,840
That's got nothing to do with this. The whole point about the bad faith is that's not a basis to get around the limitations provisions.

916
01:25:08,840 --> 01:25:13,840
We would say there should be no whatever that discovery even looks like into bad faith.

917
01:25:13,840 --> 01:25:22,840
Because bad faith, and we cited cases, e-commerce and a couple others, where the court said you can't just say bad faith and get around the limitations provisions.

918
01:25:22,840 --> 01:25:28,840
So, that's kind of a threshold point for you today. Otherwise, we're going to need to take discovery on that, too.

919
01:25:28,840 --> 01:25:32,840
So, if we're going down that path, then I'm thinking more four months.

920
01:25:32,840 --> 01:25:38,840
If we're going down just the path on the are they a party, then I'm thinking six to eight weeks.

921
01:25:38,840 --> 01:25:50,840
So, would you have any objection to including a provision or order that said that, Griffin, you're going to intervene.

922
01:25:50,840 --> 01:25:55,840
You do it by this date. Are you waiving the claim against the estate?

923
01:25:55,840 --> 01:26:01,840
I mean, my own view now is they've already waived it. So, I'm not sure that I'd want to open that up to them.

924
01:26:01,840 --> 01:26:03,840
How have they waived it?

925
01:26:03,840 --> 01:26:05,840
They had an opportunity to file a claim, and they didn't.

926
01:26:05,840 --> 01:26:09,840
Well, isn't that what Pioneer says? I mean, they can get another bite of the apple.

927
01:26:09,840 --> 01:26:14,840
Well, it's excusable neglect. What's the excuse here? They know about it.

928
01:26:14,840 --> 01:26:17,840
All I'm trying to do is I only want to do this once.

929
01:26:17,840 --> 01:26:20,840
I appreciate that point, and I take that to heart.

930
01:26:20,840 --> 01:26:27,840
This makes absolutely zero sense to me in how we got here, but we're going to keep going.

931
01:26:27,840 --> 01:26:32,840
I'm not prepared to say that.

932
01:26:32,840 --> 01:26:45,840
I don't think there's anything else to really get into. You understand what's going on here.

933
01:26:45,840 --> 01:26:50,840
I've got before me the debtor's motion for summary judgment.

934
01:26:50,840 --> 01:26:57,840
I do find that I have jurisdiction over the matter pursuant to 28 U.S.C. Section 1334.

935
01:26:57,840 --> 01:27:05,840
I do find that the resolution of claims against the estate constitutes a court proceeding under 28 U.S.C. Section 157.

936
01:27:05,840 --> 01:27:16,840
I further find that I have the right as a constitutional authority to enter a final order to be considered applicable with respect to the motion.

937
01:27:16,840 --> 01:27:21,840
I want to start with what I think we have learned today.

938
01:27:21,840 --> 01:27:31,840
I think we now have an admission agreement, which I find to be binding, that if, in fact,

939
01:27:31,840 --> 01:27:46,840
the tax sphere has rights to the contract, they come burdened with the obligations under the contract as well.

940
01:27:46,840 --> 01:27:48,840
That is about as far as I was going to be willing to go today.

941
01:27:48,840 --> 01:27:51,840
As I said, I don't buy the theory that it's the last invoice.

942
01:27:51,840 --> 01:27:57,840
I don't buy the theory that it's based on what I've heard, that it's the most expensive invoice.

943
01:27:57,840 --> 01:28:04,840
I don't know how I would figure that out if, in fact, that limitation applies.

944
01:28:04,840 --> 01:28:14,840
I also find the language that's in there about having the necessary permissions, if you will.

945
01:28:14,840 --> 01:28:19,840
That's one of the poorest written provisions that I've ever read.

946
01:28:19,840 --> 01:28:27,840
If it was intended to be substantive, someone just didn't do a very good job.

947
01:28:27,840 --> 01:28:29,840
I don't know what that means.

948
01:28:29,840 --> 01:28:38,840
I am going to have to have testimony on both what it meant at the time, because I do find there's an ambiguity.

949
01:28:38,840 --> 01:28:46,840
I'm obviously going to hear testimony about whether or not those conditions were met,

950
01:28:46,840 --> 01:28:52,840
to the extent that we're going to go down the path of living under the contract.

951
01:28:52,840 --> 01:29:04,840
I do think that the attachment to the group of claim asserts claims that are outside of the agreement.

952
01:29:04,840 --> 01:29:08,840
They don't do it with specificity.

953
01:29:08,840 --> 01:29:14,840
It's hard to figure out exactly what is being asserted.

954
01:29:14,840 --> 01:29:18,840
That is the basis for some limited discovery.

955
01:29:18,840 --> 01:29:24,840
I am, with the omission that was made on the record, which I accept,

956
01:29:24,840 --> 01:29:29,840
and I don't think there was much to give at all about the status of the contract,

957
01:29:29,840 --> 01:29:32,840
I'm going to deny the motion for some judgment.

958
01:29:32,840 --> 01:29:36,840
We're going to move on to scheduling.

959
01:29:36,840 --> 01:29:39,840
I want to tell everybody, this is not a six-month thing.

960
01:29:39,840 --> 01:29:42,840
This is not that hard.

961
01:29:42,840 --> 01:29:52,840
I don't pretend to be a doctor or to understand anyone's personal medical condition.

962
01:29:52,840 --> 01:29:55,840
I want to be as sensitive to that as I can be.

963
01:29:55,840 --> 01:30:00,840
But I also have to recognize that this is a company that, if it's going to survive, it has to get out,

964
01:30:00,840 --> 01:30:04,840
and it has to get out relatively quickly.

965
01:30:04,840 --> 01:30:06,840
This is going to be one of those things.

966
01:30:06,840 --> 01:30:08,840
I don't know why we can't try this.

967
01:30:08,840 --> 01:30:15,840
I'm not going to give you a schedule. You all can agree to it, but it's going to be a schedule that has a trial date this year.

968
01:30:15,840 --> 01:30:18,840
I'm perfectly happy to let you all work through that.

969
01:30:18,840 --> 01:30:24,840
I'm perfectly happy to pick dates that work for me.

970
01:30:24,840 --> 01:30:27,840
Have your choice.

971
01:30:27,840 --> 01:30:32,840
Well, do you want to give us some ideas of what dates you're thinking that work for you,

972
01:30:32,840 --> 01:30:34,840
and we can work backwards from that?

973
01:30:34,840 --> 01:30:40,840
So let me ask, if you had to guess, worst case, what do you think it takes to try?

974
01:30:40,840 --> 01:30:46,840
A day? Two days?

975
01:30:46,840 --> 01:30:48,840
My guess would be two days.

976
01:30:48,840 --> 01:30:53,840
We'd have one, two, three.

977
01:30:53,840 --> 01:30:59,840
Well, I've seen how things go. Maybe three.

978
01:30:59,840 --> 01:31:07,840
We'd have probably a couple of witnesses from Griffin, a couple at least from Coeur,

979
01:31:07,840 --> 01:31:13,840
probably six fact witnesses, maybe seven.

980
01:31:13,840 --> 01:31:16,840
You have to imagine, but I'll start talking.

981
01:31:16,840 --> 01:31:18,840
I'm thinking out loud here, Your Honor.

982
01:31:18,840 --> 01:31:20,840
So you think two days.

983
01:31:20,840 --> 01:31:30,840
Yeah. I mean, we had filed our proposal that had us having, I mean, we had a trial in January,

984
01:31:30,840 --> 01:31:36,840
but I'm certainly not opposed to before the end of the year, just being mindful of the holidays.

985
01:31:36,840 --> 01:31:38,840
What holidays?

986
01:31:38,840 --> 01:31:41,840
I don't know.

987
01:31:41,840 --> 01:31:47,840
Get all seriousness. If you want it in January, you're the debtor.

988
01:31:47,840 --> 01:31:51,840
I might view this as needful.

989
01:31:51,840 --> 01:32:01,840
Your Honor, I would also just add, Ms. Tromper, who is the head of the table witness,

990
01:32:01,840 --> 01:32:10,840
she has procedures that are scheduled for tomorrow, actually, and then end of October.

991
01:32:10,840 --> 01:32:14,840
So that's the only potential spot.

992
01:32:14,840 --> 01:32:19,840
All right. So January would work better for you as well?

993
01:32:19,840 --> 01:32:20,840
Yes.

994
01:32:20,840 --> 01:32:22,840
I saw a nod, yes.

995
01:32:22,840 --> 01:32:25,840
Mr. Grady?

996
01:32:25,840 --> 01:32:29,840
Mr. Crossman was just telling me December would be better, but if we can do it,

997
01:32:29,840 --> 01:32:32,840
maybe split the baby and have it in the beginning part of January?

998
01:32:32,840 --> 01:32:35,840
Sure. You want the second and third?

999
01:32:35,840 --> 01:32:42,840
How about the third?

1000
01:32:42,840 --> 01:32:49,840
I'll have to take a break on the fourth, but I can absolutely give you the third and the fourth.

1001
01:32:49,840 --> 01:32:51,840
And what I'll do is we'll do a late lunch.

1002
01:32:51,840 --> 01:32:56,840
You guys can go grab a bite, and I'll talk about the couple matters that are scheduled

1003
01:32:56,840 --> 01:32:58,840
and aren't complicated.

1004
01:32:58,840 --> 01:33:02,840
So that's Wednesday, the third, and Thursday, the fourth?

1005
01:33:02,840 --> 01:33:05,840
Okay.

1006
01:33:05,840 --> 01:33:08,840
And then should we just confer on working back from there?

1007
01:33:08,840 --> 01:33:09,840
Works for me.

1008
01:33:09,840 --> 01:33:10,840
Is that all right?

1009
01:33:10,840 --> 01:33:12,840
I don't know if you guys can talk and work through those.

1010
01:33:12,840 --> 01:33:22,840
It's all fine by me.

1011
01:33:22,840 --> 01:33:26,840
The concern we have on the third and fourth of January is just we're talking about six witnesses,

1012
01:33:26,840 --> 01:33:29,840
trying to make six witnesses available right after the New Year,

1013
01:33:29,840 --> 01:33:32,840
which I think might have been some of the holidays you might have been referring to.

1014
01:33:32,840 --> 01:33:37,840
So we think later in January probably works better from availability for witnesses.

1015
01:33:37,840 --> 01:33:42,840
I don't know who they are yet.

1016
01:33:42,840 --> 01:33:45,840
I'm okay with the third and the fourth.

1017
01:33:45,840 --> 01:33:48,840
I mean, I know who my guys are going to be.

1018
01:33:48,840 --> 01:33:52,840
You know, there's a lot to learn in all of this, because again,

1019
01:33:52,840 --> 01:33:57,840
this still makes no sense to me as to why you guys are standing here.

1020
01:33:57,840 --> 01:34:05,840
So I'm going to give you the third and the fourth, and Brianna, just reserve the fifth as well.

1021
01:34:05,840 --> 01:34:07,840
It turns out to be a problem.

1022
01:34:07,840 --> 01:34:10,840
You know how to talk jointly to Mr. Alonzo.

1023
01:34:10,840 --> 01:34:14,840
He's got full ability to move the calendar.

1024
01:34:14,840 --> 01:34:19,840
But this really needs to be honed down.

1025
01:34:19,840 --> 01:34:24,840
I can't imagine there are six witnesses.

1026
01:34:24,840 --> 01:34:25,840
Let me ask this.

1027
01:34:25,840 --> 01:34:34,840
Do you want – I mean, I trust you all, so I don't require this from folks that I know and trust.

1028
01:34:34,840 --> 01:34:35,840
Do you want a final pretrial?

1029
01:34:35,840 --> 01:34:37,840
You don't care or don't need it?

1030
01:34:37,840 --> 01:34:43,840
You want to ask for one if you get a logjam in December?

1031
01:34:43,840 --> 01:34:46,840
We're going to work out an order with those dates and work back

1032
01:34:46,840 --> 01:34:51,840
and then have the ability to talk to Mr. Alonzo as well to accept the pretrial.

1033
01:34:51,840 --> 01:34:53,840
All right. Absolutely. That's only if you need it.

1034
01:34:53,840 --> 01:34:55,840
And if things come up, you're able to –

1035
01:34:55,840 --> 01:34:57,840
Yeah, it's going to be discovery issues or whatever.

1036
01:34:57,840 --> 01:35:01,840
Well, discovery, again, because we've got such a short timeframe.

1037
01:35:01,840 --> 01:35:04,840
Do not engage in the letter writing campaign.

1038
01:35:04,840 --> 01:35:08,840
Come see me immediately, as you are.

1039
01:35:08,840 --> 01:35:11,840
I tend to save paper and email traffic.

1040
01:35:11,840 --> 01:35:12,840
All right.

1041
01:35:12,840 --> 01:35:17,840
I'm going to – what I would ask, Mr. Davidson, if you just draft a short order that says,

1042
01:35:17,840 --> 01:35:20,840
for the reasons stated on the record for some bank pursuers,

1043
01:35:20,840 --> 01:35:26,840
70-50-70 percent of judges deny without prejudice, things may change.

1044
01:35:26,840 --> 01:35:33,840
I have so many questions and I'm just trying to be as quiet as I can be.

1045
01:35:33,840 --> 01:35:38,840
But with that, sign office to form only by signing office to form only,

1046
01:35:38,840 --> 01:35:41,840
not waiving any right of appeal or review you may have.

1047
01:35:41,840 --> 01:35:45,840
You're simply confirming that the paper reflects the oral order.

1048
01:35:45,840 --> 01:35:46,840
All right?

1049
01:35:46,840 --> 01:35:47,840
Yes, sir.

1050
01:35:47,840 --> 01:35:51,840
And if you would shoot Mr. Alonzo a text or email once you've uploaded the scheduling order,

1051
01:35:51,840 --> 01:35:56,840
but we've reserved time, if that's going to change, let me know ASAP.

1052
01:35:56,840 --> 01:35:57,840
Okay.

1053
01:35:57,840 --> 01:35:58,840
Or some other people will take it.

1054
01:35:58,840 --> 01:35:59,840
All right.

1055
01:35:59,840 --> 01:36:00,840
Thank you, Your Honor.

1056
01:36:00,840 --> 01:36:01,840
All right.

1057
01:36:01,840 --> 01:36:02,840
Sorry for keeping you late.

1058
01:36:02,840 --> 01:36:03,840
Sorry for starting.

1059
01:36:03,840 --> 01:36:06,840
I'm going to sit right here because I've got to do judge's day's good order.

1060
01:36:06,840 --> 01:36:08,840
So with that, everybody have a good day.

1061
01:36:08,840 --> 01:36:09,840
Thank you.

1062
01:36:09,840 --> 01:36:28,840
Thank you, Your Honor.