Laying Down the Law: Accountant Edition

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Speaker1: [00:00:03] From the beyond a reasonable Doubt studios. In association with fighter production.

[00:00:11] It's lay down the law.

Speaker1: [00:00:19] With your host, Billy de Klerk. Hey, that's me. Yeah, that's right. Billy, that's you. Featuring Henry David. Kristen Denning. And Kelly Johnson. Only a madman would dare to bring these people together to build a world of law and order only to tear it apart with laughter. That mad man is attorney Billy de Klerk. The result is a podcast blasted to the farthest reaches of the Internet. That podcast is this one, and it starts right now.

Speaker2: [00:00:55] Welcome to Laying Down the Law Earmark Edition, the Law and Comedy podcast hosted by me, the metaphorical DK blizzard you get when you combine Richard Pryor and Ted Cruz. Esquire I'm Billy Dee Clarke. Let's introduce my three guests today. First, a returning guest. He's an actor, improviser and writer. He's a proud alum of UC Riverside, whose mascot is either a giant orange named Norm T Navel, or he's a confused California bear wearing a Highland kilt. Scottie, the Bear. This guest is also a member of the indie improv team, Rave Propellers. He is Henry David.

Speaker3: [00:01:31] Thank you. Oh, wow. Thank you so much. That was a great introduction.

Speaker2: [00:01:35] I appreciate it. Thank you. We can end the podcast right now.

Speaker4: [00:01:38] We're going to.

Speaker2: [00:01:38] Just end on a high note. Next, another member of the indie improv team, Rave Propellers. She originally hails from the burgeoning metropolis known as Barkers. Feld Barkers filled the Buskers Falls, Bakersfield, California, and has since moved far, far away to the land of milk and honey, a.k.a. the Valley. She's a writer and comedian, and if she were a 1990s, quirky sitcom guest star, she'd be known for her wacky catchphrase. Yeah, but at least it's a dry heat. Welcome, Kelly Johnson.

Speaker4: [00:02:12] Wow.

Speaker5: [00:02:13] Thank you. I couldn't have written that better myself.

Speaker2: [00:02:19] Oh, finally, she's an Austin based storyteller and improviser whose favorite color is green. She can be found in the immediate vicinity of Congress Avenue Bridge, home to North America's largest urban bat colony any night of the week. Welcome, Kristen. Dreading.

Speaker6: [00:02:39] Thank you. And also thank you, Henry, for basically writing that for me.

Speaker4: [00:02:45] Oh.

Speaker2: [00:02:46] I'm thrilled to have all of you on the show. But first, a word from our sponsor. And we're back. Who's ready to get into it?

Speaker3: [00:02:56] Oh, God. Please, let's do this.

Speaker4: [00:03:00] Oh, my God.

Speaker2: [00:03:01] He's been jonesing for some sweet, sweet legal improv. All right, well, this case is a is a is a business case. It's called Eisenberg versus Flying Tiger Line Inc. It's arising out of the Second Circuit in 1971. The Second Circuit is the East Coast, like Delaware type of area. And actually this is a Delaware corporation, which is why it is in the Second Circuit.

Speaker3: [00:03:29] Eisenberg You said.

Speaker2: [00:03:31] What did I say?

Speaker3: [00:03:32] I'm asking.

Speaker2: [00:03:33] Eisenberg.

Speaker3: [00:03:34] Eisenberg okay.

Speaker2: [00:03:35] I believe I said was it?

Speaker3: [00:03:36] Eisenberg No, I just want to yeah, I just want to make sure I got it. Yeah.

Speaker2: [00:03:40] Yeah.

Speaker5: [00:03:40] Eisenberg No. Are you writing this down.

Speaker4: [00:03:43] For the test study for the bar exam? No.

Speaker2: [00:03:47] Two episodes of three episodes of Laying down the law, and he's going to take the bar. That's what's rolling. That's what we're rolling here. And I'm actually going to jump to the trivia part first, because I got I went down an Internet rabbit hole about flying Tiger. Preparing for this podcast. I had work to do and I was like, Let's Google Flying Tiger and find out what it tells us. But apparently the disappearance of Flying Tiger Flight 739, this happened well before 1971. All right. It happened during the Vietnam War. It had 107 passengers on board in 1962 is one of aviation's great mysteries. Apparently, it disappeared without a trace en route between Guam and the Philippines. It was ultimately headed to Vietnam, apparently some kind of a top secret flight. A tanker reported an explosion in the sky sometime around the time it disappeared off of the the old radar. But there was never any trace found of the flight, despite an eight day search and rescue operations. Now, there's a number of conspiracy theories surrounding the disappearance of flying Tiger Flight 739, because apparently another plane left Travis Air Force Base in California around the same time and crashed around the same time. But there's absolutely no evidence for any conspiracy. Also, interestingly, none of the people who passed away, many of whom were soldiers related to the Vietnam conflict, are featured on the Vietnam Memorial because they weren't in active combat in Vietnam at the time of the disappearance.

Speaker3: [00:05:19] Interesting.

Speaker5: [00:05:20] Yeah. Well, that's just rude.

Speaker4: [00:05:23] It feels yeah, it feels really rude.

Speaker2: [00:05:26] That's got nothing to do with this case at all. But it was sure interesting. And I spent a lot of time reading articles about it when I could have been doing literally anything else. Another interesting factoid, Flying Tiger was eventually purchased by FedEx in 1988. So we have a book in 1962, 1988 for this case happens in 1971, and it falls in the area of a shareholders derivative suit. Do you need me to explain what a shareholder derivative suit is?

Speaker3: [00:05:59] You know, I mean, I know it'd be great to hear it again.

Speaker5: [00:06:03] Maybe it could hurt for the listeners.

Speaker2: [00:06:06] For the listeners, for other people you all.

Speaker5: [00:06:08] Know. Or in their car.

Speaker6: [00:06:10] I mean, I'm sure it's something we've all heard before, being as it's derivative, but yeah.

Speaker4: [00:06:14] Yeah, yeah.

Speaker5: [00:06:16] It sounds derivative, but yeah, let's breeze over it.

Speaker2: [00:06:20] All right. The key issue in this case is whether or not it is, in fact, a derivative lawsuit. So a derivative lawsuit is a lawsuit that is based on or derived from the rights of the corporation. It's a shareholder that always brings it. So if you have let's say you have ten shares of Microsoft and you want to file a lawsuit against Bill Gates for mismanagement of Microsoft or something he did wrong. If you are a shareholder, you have this right to bring a derivative lawsuit in the name of the corporation. So it's the point is to assert rights that the corporation has against a board, a member of the board or a director, an officer to recover something for the entire corporation itself. And so the key question in this case is whether the the beneficiary of the cause of action is the Corporation Flying Tiger Line Inc, or whether it's the individual shareholder. Eisenberg That's the question that the Second Circuit was asked to, to decide.

Speaker6: [00:07:25] And so they're just wanting like Eisenberg to be, like, super altruistic or there's no room for personal gain.

Speaker2: [00:07:33] Yeah, So so that's that's great. That's a great question. So if it's for something that just benefits Eisenberg or a small group of people like him, then it's going to be a direct action, not a derivative action, because he's he's bringing it to vindicate his own rights. And if it's to benefit the entirety of the corporation, for example, if you had a member of the board of directors who is stealing money from the the cash register of a I guess a small corporation like a subway or something, and and a shareholder said, you know, this director, he's not going to file a lawsuit because it's the corporation's right to this money. It belongs to all the shareholders, all of the owners equally. And so this claim benefits the entire corporation. That's a derivative suit. If it just benefits me as an individual shareholder and not the entire corporation, then it's going to be considered a direct suit. And so a lot depends. In this case, everything depends on whether the case is direct or derivative. You could characterize a derivative suit as altruistic. It's really not in the sense that the shareholder who's bringing it is bringing it because he or she or they are trying to benefit themselves as shareholders in this corporation. Incidentally, all the other shareholders benefit. But their goal is to for themselves.

Speaker3: [00:08:59] Well, their goal is for him to put the money back into the drawer.

Speaker2: [00:09:03] In that example. Right, the cash. The goal is this this person stealing money from the corporation. Let's get it back. It'll make all of us wealthier. It's including me because I'm a shareholder. This case, I drew all kinds of charts and bubbles and like the strings connecting things to try and figure out what happened. But there's a series of corporate transactions. It's so fascinating. Which explains why I went down the rabbit hole of the, you know, the the missing flight and whatnot. But there are essentially. For steps of a corporate transaction that Flying Tiger Line does and that Isenberg is complaining about. The bottom line. What he's complaining about is that he lost his voting power as a result of this series of transactions. So I'll explain this series of transactions. I'm kind of jumping out of order to make it make more sense. What happened in July of 1969? Flying Tiger Line Inc formed a subsidiary that it owned. So another company, it held all the stock of it, this other corporation, and they named it in a in a dazzling display of creativity. They called it Flying Tiger Corporation.

Speaker3: [00:10:21] Wow.

Speaker4: [00:10:21] Really creative.

Speaker2: [00:10:25] So flying Tiger Lion Inc.

Speaker3: [00:10:27] Famously.

Speaker2: [00:10:28] Owns Flying Tiger Corporation. Okay. And then in August, the next month, Flying Tiger Corp, the subsidiary creates another subsidiary called FTL Air Freight Corporation. So you have Flying Tiger Line Inc, Flying Tiger Corp, FTL Air Freight Corp. And then in I think September, shortly thereafter, all three corporations and were collapsed and reorganized and merged into the newest one, FTL. Ftl then became the only surviving corporation. Hmm. And so there was a vote of the shareholders in September of 1969, and it passed by a two thirds vote. Of the shareholders. So. The original shares in the in the original company Flying Tiger Lane Inc. Oh. And then to make things more interesting slash confusing stupid then remaining corp which had been called FTL Air Freight Corporation renamed itself Flying Tiger Line Inc.

Speaker4: [00:11:38] No. Oh.

Speaker2: [00:11:42] And the point was so as not to confuse people. So so you have you have subsidiary created. That subsidiary creates a subsidiary. Then the third subsidiary case, another subsidiary, then the child eats the parent and the grandparent corporation, and then it takes the name of the grandparent. It becomes the only survivor. And it was approved. So. The original shares became shares in Flying Tiger Corp, the middle one. And so essentially the plaintiff sued because because he claimed that his vote had been diluted by this series of of steps. He filed suit on behalf of himself and other similarly situated shareholders. He asserted that it was not a derivative claim. In a footnote, incidentally, Flying Tiger essentially says that the reason they did this was some kind of a tax benefit and to avoid government oversight from the Civil Aeronautics Board. That was the apparent reason. The court explains it doesn't matter. That's not the issue. That's not why we're here today. It doesn't matter why they had the the the reorganization, whether it had a good purpose or a bad purpose. The question is whether this lawsuit is derivative or direct. Why the big fight about whether it's derivative or direct the lawsuit applied New York state law. And there's a rule that says in a derivative suit, if a shareholder holds less than 5% or $50,000 worth of stock, they must post a bond or security for the legal expenses of the corporation in the event they're unsuccessful. So if you're a very small shareholder, you have to put up money to sue the corporation. If it's a derivative suit, but not if it's a direct suit.

Speaker3: [00:13:36] I say. So he wants to avoid the that fee because he was diluted down to below 5% or $50,000.

Speaker2: [00:13:42] Not because of the dilution, because he doesn't want to put up the money to file the lawsuit.

Speaker6: [00:13:47] Right. But also, like this feels like they don't really want people bringing derivative suits, it sounds like at all.

Speaker4: [00:13:53] Right. Really.

Speaker2: [00:13:55] Right. Well, there's a there's a really interesting policy behind this law that that's in effect here. And I think that's a that's a great question. A very a very law school ish type of question to ask. The policy behind this law is that you don't want teeny, tiny little shareholders messing with corporate transactions. Here. You have apparently it's a big enough deal that they spent the money and hired the lawyers to do three mergers and a name change in order to do some kind of tax benefit. This crazy corporate reorganization that probably cost plenty and was for some had some business justification. And here comes a little old. A little old. Isenberg the crank and says, You're diluting my voting rights you stop and and the corporations like we're trying to run a business here. You're telling us we can't do anything. So the concern is if shareholders are able to sue about everything, they will sue about everything. So it's definitely a pro corporation law. It's definitely against the little guy or gal in favor of the big corporation or the company so that they can't be slowed down. And this whole area of law, they call him shareholder strike suits because. Many times these type of lawsuits are filed for a strategic purpose. If you have a fight between a company where it's held by a small number of shareholders, you can have, you know, they're called proxy fights or battles for control of the corporation that then spill over into the courtroom. And so you have like the controlling shareholders want to do one thing and the minority shareholders want to do something else and and they can't work it out. And so they file a lawsuit saying you breached your fiduciary duty or you breached your fiduciary duty.

Speaker6: [00:15:40] It's I understand the gatekeeping function, but like, isn't there a better way to keep spurious lawsuits out, like other than just like, making them, like, astronomically expensive? Because then you're going to lose a lot of meritorious claims it feels like.

Speaker2: [00:15:52] I think that's a great point, actually. I think that's a really interesting point. Like you could imagine some kind of a like a procedure. You could file an early motion to show minimal merit. And it's funny you mention that, because in the state of California, the law is a little different. In the state of California under corporations Code 800. Why do I know this random citation? Because I just wrote a brief about it. It's called a Motion for a Bond. And so the question is whether the lawsuit has minimal merit, not merit like reasonable amount of merit, just minimal merit, that there's some indication that the lawsuit can benefit the corporation if the shareholder can't show the lawsuit has a minimal merit, that it's it could if it's true, if what's alleged is true, if the shareholder can't show that, then they have to post a $50,000 bond or it can be set by the judge. But they have a chance at the outset to to show and they're you know, you bring the evidence and the judge takes a look at it and says, I think this lawsuit's good or I think this lawsuit is not good. So so there's a different rule in New York. The rule is doesn't matter whether it's a good lawsuit or a bad suit, If it's derivative, you put up the money.

Speaker5: [00:17:00] The lawsuits just at the time, though, or is it still the law in New York now.

Speaker4: [00:17:04] Too?

Speaker2: [00:17:05] I wish I knew the answer to that.

Speaker5: [00:17:06] Well, get your briefs and your boxers.

Speaker4: [00:17:11] Okay. Wait, hold on.

Speaker2: [00:17:12] Let me let me let me let me let's see, maybe re-ask the question then I'll pretend like I know it. And you this is podcasting.

Speaker5: [00:17:21] I'm just trying to keep up with Kristin.

Speaker4: [00:17:24] Yeah.

Speaker3: [00:17:26] That's the lawyers in here.

Speaker5: [00:17:28] Yeah. Christian, are you a lawyer too?

Speaker6: [00:17:30] I try to tell people I'm not, but yes, I.

Speaker4: [00:17:33] Oh, my God. Okay, well, I watch.

Speaker2: [00:17:38] Did you want to? Yeah. I don't know if you wanted that in or out, so I didn't mention it.

Speaker6: [00:17:42] Oh it does it. Yeah, it's, it's fine. I mean I don't take any particular pride because I care. I'm a terrible lawyer and try not to do it. But still, it's not a secret. That's, dare.

Speaker5: [00:17:53] I say, keep it.

Speaker4: [00:17:55] In 102. I think so too.

Speaker5: [00:17:59] I was on a jury once, so ask me any questions.

Speaker4: [00:18:04] What was that like?

Speaker5: [00:18:06] Oh, amazing. I loved it. It was incredible. The bailiff would give us candy every day. I was an alternate, but then one juror fell asleep, so she got kicked off and I was on it was right around the time with that show called Everyone was obsessed with, Oh, Making a murderer came out. So I was like, I'm ready to.

Speaker4: [00:18:29] Like, be fair.

Speaker5: [00:18:33] I took copious notes. I loved it. We had like two hour lunches every day. I don't I don't know why people hate jury duty because I think it's amazing.

Speaker2: [00:18:41] What kind of case was it?

Speaker5: [00:18:43] It was a criminal case. It was it was there was like kidnaping and there were firearms. And it all happened at a Chevron.

Speaker2: [00:18:54] Did you deliberate to a verdict?

Speaker5: [00:18:56] Yeah, He was guilty.

Speaker4: [00:18:58] When we.

Speaker5: [00:18:58] Found him. We found him guilty. Yeah, it was really sad. Oh, man. His family was there. That's the thing, too, is that afterwards they're like, okay, you're guilty by you guys all walk out together. It's like. It's like you all walk out to the same parking lot. Oh, God. Like, I'm really sorry about your family member.

Speaker4: [00:19:19] Oh.

Speaker5: [00:19:20] He seemed like a nice guy. I think he just got caught up in some.

Speaker4: [00:19:24] Caught up, and.

Speaker5: [00:19:25] He got caught up in some wrongdoing. I don't think he meant anything by it. He just technically kidnaped a man. But I'm sure he's out of prison now and doing great good behavior. It wasn't a huge kidnaping. It was. It's like a technicality. He just asked a guy for money. The guy didn't give it to him. Then he took him inside the Chevron.

Speaker6: [00:19:47] Wow.

Speaker5: [00:19:52] Yeah.

Speaker4: [00:19:52] Yeah, yeah.

Speaker3: [00:19:56] What's that? What's that syndrome? Stockholm syndrome. You fall in love with your captors?

Speaker4: [00:20:03] Yeah. Yes.

Speaker6: [00:20:05] Like Patty.

Speaker4: [00:20:06] Hearst. Yeah.

Speaker5: [00:20:08] I don't think the guy at Chevron fell in love with him. They weren't together that long. I think it was a pretty quick exchange.

Speaker6: [00:20:14] Don't say no to love Kelly. You know.

Speaker3: [00:20:16] I fell in love with them.

Speaker5: [00:20:18] But maybe anyways, I. But then I have only been summoned for jury duty one other time, and then they never even asked me to go. I kept calling the number and they're like, You don't have to report today that I never had a report. And I was like, You guys don't understand. I love this.

Speaker4: [00:20:32] Like, I don't say you.

Speaker2: [00:20:35] Love it too much, you'll not end up on another jury. Like, That's all right. All right.

Speaker4: [00:20:40] No.

Speaker2: [00:20:41] I'll never be on a jury. They'll never put me on.

Speaker4: [00:20:43] Yeah.

Speaker6: [00:20:45] Then I did.

Speaker5: [00:20:45] Lawyers be on juries.

Speaker4: [00:20:47] I guess you could it. Yeah.

Speaker5: [00:20:49] You know too much. I think they want us dumb.

Speaker2: [00:20:54] Usually plaintiff's lawyers are the ones to kick the. The the lawyers off.

Speaker6: [00:21:00] One time I almost made it because it was like a very complicated, like medical malpractise where there was, like, just, like tons of different, like liability, like chains of liability. And they wanted because they thought maybe, like, I might be able to help the jury, like, apportion out like, you know, But then eventually I just got I got right at the last minute, broke my heart.

Speaker2: [00:21:21] You got thanked and excused.

Speaker4: [00:21:22] Well, the.

Speaker5: [00:21:22] Best part was that I was teaching at the time, and I my classes were really mean. They were like, so. So it was like a break from these, like, horrible 13 year old kids that hated me anyway. And so the case lasted like a week, a week and a half. But I was really like, Let's draw it out.

Speaker4: [00:21:40] Let's keep going and.

Speaker5: [00:21:42] Bring in the witnesses.

Speaker4: [00:21:43] Like, I.

Speaker3: [00:21:46] I just I don't know. I just don't know about.

Speaker5: [00:21:48] Yeah, I was like, actually, guys, we should really think about it. Like someone's life is at stake.

Speaker4: [00:21:52] You need to deliberate. Look at the expert testimony again.

Speaker5: [00:21:56] Yeah. Like, yeah, let's listen to the 911 call. Like, I don't know.

Speaker4: [00:22:02] That's hilarious.

Speaker2: [00:22:03] I think that's the premise of a Pauly Shore movie, too, called Jury Duty. I think because he wants the $15 a day and he just.

Speaker4: [00:22:10] Keeps showing.

Speaker5: [00:22:12] Money to like what?

Speaker4: [00:22:14] Incredible.

Speaker2: [00:22:19] All the judges who are listening to the podcast. I mean, we need to have Kelly come in and convince everybody to be on.

Speaker5: [00:22:24] Oh, my gosh, I would love that. I just I think he gets a bad rap, but it really is very fun.

Speaker2: [00:22:31] It's power. It's a lot of power.

Speaker5: [00:22:33] It's a Hershey's kiss left on your feet after every little break.

Speaker4: [00:22:37] I mean, that's. That's classy.

Speaker5: [00:22:39] Sweet.

Speaker4: [00:22:39] That's cool. Yeah.

Speaker3: [00:22:42] How do you know that's just not the defense lawyer trying to.

Speaker5: [00:22:45] No, it was the bailiff. We all knew her. We were cool with her. We knew it was up. Yeah, we all had a good rapport. We were like pals afterward.

Speaker6: [00:22:54] You guys still go out for drinks every once in a while?

Speaker5: [00:22:57] No, I don't. I don't know who those people are. Actually, one of the girls on the jury I went to high school with so I could talk to her about it and see how she feels these days.

Speaker3: [00:23:06] That's so random.

Speaker2: [00:23:08] That a super cool.

Speaker5: [00:23:09] Bakersfield people. So we all know each other.

Speaker4: [00:23:12] Oh, yeah, yeah, yeah.

Speaker2: [00:23:14] Baskas Fields.

Speaker4: [00:23:16] Yeah.

Speaker5: [00:23:17] Pounds of smells.

Speaker2: [00:23:21] All right. Kelly asked me that question again. About. About.

Speaker5: [00:23:24] Oh, yeah. Is that still the law in New York now, or is that just then?

Speaker4: [00:23:31] Oh, no, absolutely.

Speaker2: [00:23:32] It's section 627 of the New York Public Law. Security for expenses and shareholders, derivative action. Everybody knows that.

Speaker3: [00:23:43] Oh, that was really impressive.

Speaker2: [00:23:45] Yeah. I did not have to look that up and then have partial parts of this edited out.

Speaker6: [00:23:50] I'm on tenterhooks already.

Speaker2: [00:23:52] Yeah, I'm sure. I was like, What's going to happen? Is it derivative or is it direct? So Eisenberg did not post the security. And so his lawsuit got dismissed. He appealed, arguing that it was a direct and not a derivative lawsuit because his lawsuit was brought to prohibit the loss of his personal voting rights that belonged just to him. It was not on behalf of the corporation, it was not behalf of all the shareholders, but it was a personal right. His own rights to vote had been diluted. And so the court gets into an analysis to figure out when is a case derivative and when is it direct. And I sort of previewed this whether the object of the lawsuit is to recover on a claim belonging directly to the stockholders, or whether it's to compel the performance of corporate act, which the directors are required to take or perform a duty that they owe to the corporation and through the corporation, to the stockholders. And so the Flying Tiger argued that it was not a duty to Eisenberg personally, it was a duty to the corporation and only derivative to the stockholders.

Speaker2: [00:25:07] Essentially, the court says that would make all stockholder class actions effectively derivative. And here they're not challenging a management decision. They're not challenging whether that the merger and the collapsing and all that was a good idea or not, but simply his own personal claim. And so ultimately, the Second Circuit ruled that it was a direct and not a derivative claim, and they reinstated his lawsuit. But there's an interesting coda to this case. So the court says the reorganization deprived him and other minority stockholders of any voice in the affairs of their previously existing operating company. And then they say the strongest string in Eisenberg's bow is one that he helped fashion when he made it an investment some 40 years ago in Central Zone Property Corp. and in 1942, that corporation blah, blah, blah, blah, blah. Eisenberg complained that this effectively deprived him of a voice in the operation of the company, which would be run in the future by the trustees of the Voting Trust and the Court of Appeals agreed, citing Eisenberg versus Central Zone Property Corp., a 1953 case.

Speaker4: [00:26:17] Whoa.

Speaker2: [00:26:18] So Eisenberg is a legal baller because he he got this case in 1952, which then gets cited almost 20 years later as the reason why he wins again.

Speaker3: [00:26:31] So he used his own precedent.

Speaker4: [00:26:33] He managed it. Yeah. Wow.

Speaker6: [00:26:37] I wonder how often that happens. Like, if there's, like, a bingo card that you like to check off a box at some point for.

Speaker4: [00:26:42] That.

Speaker6: [00:26:44] He must be just like suing corporations.

Speaker5: [00:26:47] Like, I was just going to say that. Is this guy. Left and right. Just throwing him out there.

Speaker2: [00:26:51] It seems to be his business. It says also in a footnote that he represented himself in this lawsuit. So he is truly the bridge, the OG, grumpy old guy, I assume. I mean, if he had won another lawsuit 20 years earlier, it's probably pretty old. So I don't know if he just if this was his his hobby or if he just like, I don't know. He's just like to be a thorn in people's side. But definitely I get like an image as he's like the kind of person with a sign on his lawn that says, you know, pick up your dog poop and does actually enforce it.

Speaker4: [00:27:25] You know.

Speaker2: [00:27:26] That's the kind of that's who I picture for this guy.

Speaker6: [00:27:28] Yeah. You can imagine him being on a homeowner's committee or something and just being just, like, just absolutely terrible.

Speaker4: [00:27:34] In every respect. Oh, no.

Speaker2: [00:27:37] Now, here comes Eisenberg. He's coming to another meeting. He's going to complain about the color of his neighbor's fence.

Speaker5: [00:27:42] Again, Oh, I used to work for an old folks home and one of the one of my like residents. Whenever we go out to dinner, he always found a way to somehow get his food for free. Like, I really I was I felt bad for the service. I was like, I'm sorry, It's fine. So you always, like, complain about something small and then would always get his food for free. But to be fair, his food was always free. So I was like, Well, I don't know, like.

Speaker4: [00:28:08] Wait, was it free food?

Speaker2: [00:28:09] It was. Was it free to begin with? Because it was part of the.

Speaker5: [00:28:12] No, it wasn't free to begin with. He was supposed to pay for it, but he finds something to complain about or not like, and they could just never fix it. And I think after a while you just kind of like where the server down. So they're like, whatever. It's like a 1299 fettuccine. Alfredo Like, just take it, sir.

Speaker6: [00:28:32] I wonder if like a.

Speaker2: [00:28:32] Corporation and they're just like, Animal Planet Food.

Speaker5: [00:28:35] Go ahead. It's like, and then it's me and like a bunch of senior citizens. And I was like 21. I was like, Oh, I don't.

Speaker4: [00:28:40] Know, sorry. Like.

Speaker5: [00:28:42] You pay for, like.

Speaker4: [00:28:45] And you're like, thinking he's legitimately upset.

Speaker5: [00:28:48] And I know he wasn't. He just liked getting free food. I'd have to, like, go, Oh, it's fine. You like it?

Speaker4: [00:28:53] It's good. Everybody's got to have a hobby. Put some parmesan on it.

Speaker3: [00:28:58] Like Adam, him doing it. Just just, you know, even if he doesn't like the food, you know, just to practice, it's like, Oh, I didn't want to eat this. Like, it's. I'm in it for the game.

Speaker4: [00:29:11] Yeah. Yeah.

Speaker5: [00:29:11] Or like, returning food at grocery stores. I didn't even know you could do that at the time, but he would do it Like, he just. I don't even know.

Speaker2: [00:29:18] Wait, if he return the food, would he get his money back? Like partially eating like a brick of.

Speaker4: [00:29:23] Cheese and like.

Speaker5: [00:29:24] I know, I know how that worked. I don't know. I don't know. But I kind of think he just liked doing it like it was, well, like, not a lot going on. I try to plan good activities for them, but obviously they weren't good enough, so we had to spice things up.

Speaker4: [00:29:38] Yeah.

Speaker2: [00:29:38] No, no. Bingo is as much fun as try to intimidate people into giving me free food game.

Speaker4: [00:29:44] Really? Was it?

Speaker6: [00:29:45] Either he thinks of himself as, like, a social justice warrior or he's just like a super grifter on, like.

Speaker4: [00:29:51] Like the.

Speaker6: [00:29:51] Neediest?

Speaker4: [00:29:53] Yeah, definitely the latter. Yeah.

Speaker6: [00:29:57] The fighter preparations were ever like, No, we're just not going to sell you any stock like or you know what I mean? Like, because you know what? You're. You're going to sue us. It's almost inevitable. Like.

Speaker5: [00:30:07] Like, Wait a minute. I've seen your name a.

Speaker4: [00:30:09] Couple of times.

Speaker2: [00:30:10] Oh, no, not this. Not, not this guy.

Speaker4: [00:30:13] Again? Yeah. Yeah.

Speaker2: [00:30:15] She walks into the Olive Garden and they're like, Take.

Speaker4: [00:30:17] Our breadsticks and go.

Speaker3: [00:30:22] I voted Eisenberg. I mean, people look at them and say, Well, this guy again, or was he actually, you know, was this was he taken seriously? And, you know. And what what, what what he was doing was it did people agree with it? Liberal?

Speaker2: [00:30:41] You know, you kind of have to read between the lines. The the indication is that the original court didn't think very much of Mr. Eisenberg and was kind of they say something to the effect of they didn't. The court which kind of looked at him and was like, just get out of here with your noise. And but the Second Circuit, you know, they they go into great detail, but it's kind of it's kind of interesting to think if it was all of the minority shareholders that all got their voting rights diluted, why is that not a derivative claim anyway? Like, why is this just some people but not others? If the issue is the merger itself dilutes everybody's voting rights, then why is it not a. Is it not a.

Speaker5: [00:31:30] They could be like pal up with his other five percenters and be like.

Speaker4: [00:31:34] Hey, this sucks.

Speaker6: [00:31:38] Is it sort of like I mean, it's like the way that you could have, like, a class action suit, but there's, like, name plaintiffs. I don't know, like, it's sort of like, at what point does it, like, become automatically like a spy association? I guess it's also the same, though, when you're like on an airplane and it gets delayed and you get a voucher, know you're pursuing a voucher. Everybody deserves a voucher, but you only care about getting yours. I don't.

Speaker2: [00:31:58] Know. Oh, that is such a great analogy for exactly what's going on here. It's like it's like I want my I want everyone to get everyone deserves everyone deserves a free flight voucher. But by the way, Pete Buttigieg tweeted, If your flight's delayed and they offer you Miles, don't take him. You're entitled to money. I'm like Buddha charge owning the airlines.

Speaker4: [00:32:20] It's like you're.

Speaker2: [00:32:21] Entitled. Don't take it. It's like he's like it's like pennies on the dollar. Don't take it.

Speaker3: [00:32:25] I saw that tweet. It was great.

Speaker2: [00:32:26] Oh, like, whoa, dude. Mayor Pete stepping up to American Airlines.

Speaker3: [00:32:32] Yeah, I heard Delta was giving out, like, $10,000 at one point.

Speaker2: [00:32:36] Oh, yeah, that's. It's statutory. It's pretty big.

Speaker3: [00:32:38] So did he end up So what ended up happening to his case?

Speaker2: [00:32:41] Oh, Isenberg. Well, I don't know. That's a good question. Oh, hold on. I'm just going to put a little edit point in here.

Speaker4: [00:32:48] Let me see him.

Speaker2: [00:32:50] Nope. I don't know. I don't know what happened when it got sent back down.

Speaker3: [00:32:54] Okay.

Speaker2: [00:32:56] Might be in the book here somewhere, but I didn't read. Okay. Deeply unsatisfying. Also kind of irrelevant. It's like he's he's the whole merger was approved with a two thirds majority. He has less than 5%. So I don't know what he thinks he's going to accomplish, you know, fighting this this this merger that's clearly got some some other purpose.

Speaker3: [00:33:25] Well, I mean, it sounds to me this doesn't want to pay that fee and then see where it went.

Speaker2: [00:33:31] Yeah. It seemed to me like maybe maybe he got tired of, you know, of blowing up the old folks home and getting himself free. Fettuccine Alfredo.

Speaker4: [00:33:41] I'm going to.

Speaker5: [00:33:41] Try to set precedent.

Speaker4: [00:33:43] Exactly.

Speaker2: [00:33:44] He's trying to send a message because, you know, if he did it once and he did it again, who knows what he's going to do next? You know, say my voting rights or, you know, you get these things and it's like get a proxy statement in the mail and it's like, which slate of electors do you want? Oh, I don't know who these people are. I barely can vote in real elections.

Speaker4: [00:34:05] Hmm.

Speaker2: [00:34:06] So that is that's Eisenberg versus Flying Tiger Line. What do you think? Wow. Rightly decided. Wrongly decided. Comments. Thoughts?

Speaker5: [00:34:15] I thought the plane crash was going to come back in. I don't know.

Speaker4: [00:34:20] Well.

Speaker2: [00:34:22] I should maybe I should have saved the trivia for the end. You know, when you lead with the plane disappearing plane, and then you get into a three part merger, it's.

Speaker4: [00:34:30] Just.

Speaker5: [00:34:31] Yeah, you really started us off on a high, and then it just became.

Speaker2: [00:34:34] It just got slow and dragging.

Speaker4: [00:34:36] That's actually one of the.

Speaker2: [00:34:37] Hallmarks of laying down the law as we start on a high and just get slowly dragging her and dragging her.

Speaker3: [00:34:42] I mean, I think we're ragging on him a lot. But the way that company did, you know, the whole renaming and creating different it seemed like Shell company. I don't know. It just whatever that was going on there just didn't seem on the up and up.

Speaker5: [00:34:57] That's what people do. They rebrand, you know, like Kanye. Sometimes he's easy, sometimes he's.

Speaker4: [00:35:04] Yeah.

Speaker5: [00:35:06] Sometimes he's Christ.

Speaker6: [00:35:10] My lingering question is sort of like when this guy won. Like when if he won, if let's say he did win, like when it got sent back down. Like, does that mean that if when he got relief that like literally everybody else also like automatically also got whatever like some sort of monetary relief for the fact that their shares were diluted or is it like only he. But like. Like. A reward from this? I don't know. That's right.

Speaker2: [00:35:37] Yeah. I mean, personally, I kind of suspect that he was trying to get bought off. Oh, yeah, because. Because this is such an early procedural kind of fight. Right? The whole fight is this is that the very, very beginning of the lawsuit? What kind of a claim do you have here? It's not that he's proven anything's been done wrong. It's not that he's proven that he's been deluded. It's not that he's going to win. It's not that he's going to get any money or damage anything. All he's doing is he's screwing up a merger. And slowing things down. You know, and this whole fight is really, really at the beginning. So, you know, it's entirely possible that the companies like just buy his shares back. Whatever he wants, buy it back. Yeah. And that may have been his objective all along. I don't know. I'm speculating, but. But that could be that could be the old Cranks style. You know, look at look for companies that are going to, you know, merge and then which takes us back full circle to the purpose of the statute, which was to stop people from. You know, doing these strike suits and holding up corporate transactions? I don't know. I don't know what he stood to benefit by having more of a voting right of his 5% doesn't seem like much. It seems like it's just creating a problem for this complicated shell game and avoiding taxes and government regulation that is like, okay, in 1971.

Speaker4: [00:36:59] Mm hmm.

Speaker6: [00:37:00] Or like, other than the shareholders themselves, there's no, like, government or body that would otherwise enforce these kind of rules. Right? They can only police themselves.

Speaker2: [00:37:10] Yeah. I mean, you would get into maybe the Securities and Exchange Commission if it was some kind of a securities violation. But, you know, potentially if there's some kind of a tax violation involved. But but generally, you know, corporate corporate governance is is typically an internal issue. And, you know, the voting rights and all that, you know, it's like the ho example, like, you know, it's supposed to be self a self-governing thing and only spill over to the courts and rare instances. All right. Well, when we get back, we're going to do some improv and we're back.

Speaker3: [00:37:51] Christian, thank you so much for calling this HOA meeting on such short notice. Other members will be here. Thank you so much.

Speaker6: [00:38:00] Oh, no, of course. I felt it was only too necessary. I don't know if you've all noticed the scourge of track lighting that has gone up all over the patios of this neighborhood. But it is absolutely devastating.

Speaker3: [00:38:16] Devastating.

Speaker6: [00:38:17] Devastating. Absolutely. In fact, Kelly is one of the main perpetrators. Said same track lighting, patio situation. It is an eyesore and it is strictly against the rules of the issue.

Speaker3: [00:38:30] Oh, here she comes. Now. Now. Hi, Kelly.

Speaker5: [00:38:36] Uh, I thought we were just going to talk about the the block party to the 4th of July block party. I didn't know. This is specifically about my traffic lights.

Speaker6: [00:38:46] Point of order. I believe that the floor has been yielded to me and that I have already raised properly the issue of traffic lighting, which means all other issues. Be discussed.

Speaker3: [00:38:57] Point of order. The chair has recognized herself. Thank you, sir.

Speaker6: [00:39:02] Thank you. I moved to strike any notion about any other sort of party or event that might be happening.

Speaker3: [00:39:09] I second.

Speaker4: [00:39:10] It. Thank you. Thank you.

Speaker5: [00:39:12] I'm sorry. I don't really know how to proceed here. Is there? How should I talk? Is there, like, a methodology? I don't know how to strike.

Speaker6: [00:39:23] Point of order. She is not addressing.

Speaker4: [00:39:25] The head.

Speaker6: [00:39:27] Of the way. In her statements, she seems to be speaking to the gallery. And she is supposed to be speaking to me.

Speaker5: [00:39:32] I'm the only one here. I don't know who you're speaking to. Aside from Henry.

Speaker3: [00:39:38] That's Mr. Eisenberg to you. Thank you.

Speaker6: [00:39:42] Move to strike that last from the record as. Doesn't matter how many people are here. Not here.

Speaker3: [00:39:50] I can't believe you call me by my first name.

Speaker6: [00:39:52] I did see that. That was really rude. That was rude. Can we take a recess? Honestly, I just. I don't know if we can proceed. That really tainted the entire proceeding, I think.

Speaker3: [00:40:01] Well, maybe we can. Maybe we can just overlook the lack of decorum.

Speaker6: [00:40:07] And this is exactly what. This is. What's ruining America. This is what? Ruining this neighborhood. Overlook one thing. Then what's next?

Speaker5: [00:40:17] Sorry, I don't mean to interrupt, but I mean, I could just put a new bulb's, if that would be helpful. Is it the temperature or the. The luminosity? I don't really mind changing the lights if it's going to be that big of a deal. I just don't want to come to any more of these meetings.

Speaker6: [00:40:36] I'm afraid the violation was the fact you did not receive approval from the way before you installed said lighting. So you cannot undo the wrong by changing the lights. Mm hmm.

Speaker5: [00:40:46] Oh, that's my bad. That's my bad. I didn't realize it that that was the thing that we did here in Shady Glen. But moving forward, I'll be sure to just give you guys a heads up on that and might as well just do it now. I'm just going to go ahead and take the lights. Just put it back to what they were so we could just.

Speaker4: [00:41:05] It's not going to bond.

Speaker3: [00:41:07] Yeah, it's not easy.

Speaker6: [00:41:09] Just go back.

Speaker5: [00:41:10] To what they were and then we'll pretend like this never happened.

Speaker6: [00:41:12] I know we would. You would be compounding a tragedy with a tragedy should you work, take down those lights without preapproval. I can't even. I can't even.

Speaker4: [00:41:22] So.

Speaker2: [00:41:26] Well, Brad and Misty, I just want to show you around this one neighborhood called Shady Glen this afternoon. I know we've been looking at houses all, all day, but this is a really, really it's a nice neighborhood. It's a gated community. I think you're going to really enjoy it. Let me just pull the bends over here to the side of the road. This is it for 11. For 11 Partridge Place here in Shady Glen. And you'll notice that this this house is Tope. Uh, most of the houses are Tope, and I believe we could just go in and look around. But if you want me to tell you about it, or just let you look around either way, like.

Speaker4: [00:42:07] Well.

Speaker3: [00:42:08] Maybe a little bit of both. My dude, that'd be great.

Speaker2: [00:42:14] Absolutely. It's Brad, right? Brad.

Speaker3: [00:42:17] Yeah. Brad. Yeah. Yeah.

Speaker2: [00:42:18] Okay. And. And. And so. So you hear in the Mrs.. You're a you look into to start a family. Settle down. There's a park just down the street. The current owners have had the property for, for four and a half years. And there was a, there was a small fire in the kitchen, which so it's been completely gutted and renewed. It's about. It's about 5% under market.

Speaker4: [00:42:44] Expect this one's going to go in a bidding war just between us. I think it's going to go over, but we can talk about that later after we leave the property.

Speaker2: [00:42:52] And see there's a shady Glen does have an HOA very active, maintaining community standards. The HOA fees are minimal, only $700 a month. And they there's a shared pool gated area with a waterslide that's allowed to be used on Tuesdays. You're allowed to run the sprinklers every third Thursday, and you can paint your color, sand, top or eggshell. As you can see, all the houses are sand, top or eggshell. What else can I tell you about that? Oh, it's a it's a lovely three bedroom, but only two bedrooms are upstairs. You have to use them as a bedroom. You can't use them as an office. Yeah. Anything else I can tell you about this house for 11 Partridge.

Speaker3: [00:43:44] Honey. And we, you know, we don't want to have to pay the $700 to be able to make decisions in our own home here.

Speaker2: [00:43:56] I hear that. I hear. Let me ask the Mrs.. Let me ask the Mrs.. Sir, if you don't mind. You're thinking about having a family, having the kids over running a van, a carpool, soccer, kind of that kind of thing. Let me tell you why. Shady Glen, that's $700 is money well spent. You're going to go to a batting cages. That's money you're going to spend anyway. You're going to go out to dinner from time to time. That's money you're going to spend anyway. Instead, you can run on down to the club and get free notches on Thursdays. You can send the kids down to the park, let them, you know, kick the tetherball around.

Speaker3: [00:44:32] Honey.

Speaker2: [00:44:36] She's a quiet one. She's a quiet one. I know. Sometimes. Sometimes. Sometimes. The ladies, they're a little turned off by the monologuing. You know, I tend to monologue. You know, I know we've been working with each other with a few houses. I showed you the dusty shack down on on First Street, and I. And I showed you the tear down fixer upper over on Main Street. This one's just a little bit more money in. You know, I think you're going to really find it. It's money well spent.

Speaker3: [00:45:01] She's just really upset right now because you just overwhelmed her with this. You know, I don't think she can. She can't look at her. She's turning beet red. Red 700.

Speaker2: [00:45:11] Well, lucky for us, Shady Glen has its own paramedic and police department. We'll just call the paramedic and police department right over here. It's a combination to save costs, but let's call you. I think she's maybe choking. I don't know any kind of first date or other sort of, you know, that sort of thing. But yeah, we just. Let me just flag down the security guard over here. Excuse me, ma'am. We seem to have a situation here.

Speaker3: [00:45:38] She's just. She's fine. We don't.

Speaker5: [00:45:39] Have. Oh, yeah? What seems to be the problem over here, sir?

Speaker2: [00:45:43] Well, I'm just a real estate agent. I have no knowledge of anything whatsoever.

Speaker5: [00:45:47] But being a real estate agent is not an emergency. I've already told you.

Speaker2: [00:45:52] I realize we've spoken a few times.

Speaker3: [00:45:55] My wife is very reserved. Just. This is a lot for her right now.

Speaker5: [00:45:59] Having a passive wife is not an emergency, sir. Okay.

Speaker3: [00:46:08] She's going to speak.

Speaker6: [00:46:09] Oh, I just. I was just wondering. Only on Thursday or Tuesdays you could use the water slide.

Speaker2: [00:46:17] Water slides? Tuesday? Yeah. The batting cages are are Thursdays between one and 230.

Speaker3: [00:46:26] Doing a good job, baby. You're doing a great job. Keep it up.

Speaker6: [00:46:30] And. And you said Hope Stone and and Pebble.

Speaker2: [00:46:34] No, no, no, no, no, no. Stone and Pebble. Those were voted out by the last board. They were considered to.

Speaker4: [00:46:41] Have voted Pebble.

Speaker5: [00:46:42] Where do you see Stone and Pebble?

Speaker2: [00:46:44] It's it's. It's tope.

Speaker4: [00:46:46] It's drive by weapon.

Speaker2: [00:46:48] It's desert sand.

Speaker4: [00:46:49] I went around. My God, Show me the stone. It's gone.

Speaker2: [00:46:59] Oh, I am not going to make this sale.

Speaker4: [00:47:04] Okay.

Speaker5: [00:47:07] All right. Just stick to the palette if you know what's good for you. And don't make me come over here again.

Speaker3: [00:47:13] Yes, sir.

Speaker5: [00:47:15] Oh, it's mad.

Speaker3: [00:47:17] Oh, I'm sorry. I didn't mean to miss.

Speaker5: [00:47:19] You, Twinkie little.

Speaker4: [00:47:20] Twerp. That's right.

Speaker6: [00:47:23] I just commend you, Security Officer Kelly, because I'm surprised we were actually putting you. We were testing you, making sure that you were enforcing the HOA rules properly. And you did a good job.

Speaker4: [00:47:35] Yeah. Yeah.

Speaker6: [00:47:38] It's hard being undercover secret enforcers of of esoteric HOA bylaws, but somebody's got to do it.

Speaker2: [00:47:45] Wait a minute. You. You two people made me drive around all afternoon. I showed you 12 houses and 17 comps, and you're just here to test the HOA rules. This is ridiculous. Oh, I'm sorry. I realize you're not supposed to raise your voice in Shady. Glad. I'm so sorry.

Speaker6: [00:47:58] We are social justice crusaders, and we are here to make sure that that things have to be believable. Otherwise, how do we know what kind of information you might throw at us? You almost. You almost tried to convince me that stone was an acceptable color.

Speaker3: [00:48:13] Mark, come down.

Speaker2: [00:48:14] Okay. Number one. Number one, I. I'm very aware of the incident of 2003 involving the the stone. And that's not an incident that I expect to repeat. Number two.

Speaker3: [00:48:29] Everybody was talking about that. Everybody.

Speaker6: [00:48:32] Oh, God. I actually will. I will quote the bylaw that I personally saw passed after the stone incident, which is we don't speak about stone. We don't say the word stone. If you need to use a synonym for stone, you may use the term slate.

Speaker5: [00:48:51] Oh, yeah. Also, if someone's just stoned one more time, I'm going to start firing. I can't help it. It's just how I was trained. I'm triggered. 2003. It was a tough year for us, for us guards, for us guards here at $0.80.

Speaker3: [00:49:07] That's okay, Larry. You look a little tense.

Speaker4: [00:49:09] I. My name is Kelly.

Speaker6: [00:49:14] Kelly. Why don't you. Why don't you why don't you go ahead and take a special trip down the water?

Speaker4: [00:49:18] I'm going to shoot this.

Speaker5: [00:49:19] Guy for real.

Speaker2: [00:49:20] All right. You know what I This has been a not this has not been a good use of time for me as a real estate agent. I've spent my entire afternoon driving around imposters. You know, when I could have been, you know, showing showing mid-century, mid-century fixers, uppers to series buyers. So, number one, I'm pretty upset. Number two, I'm a little peeved. And number three, I'm tempted to say the S-word. And, you know, it's not slate. I'm tempted to say that just just to kind of put it in your face. You know, Brad and Misty.

Speaker6: [00:49:58] I am frankly appalled at your selfishness. Do you? It's all about you. You. You okay? Oh, you're so grieved just because you had to spend some time, maybe 13 other houses showing us around. We are fighting for everyone here, for everyone's rights. And that includes maybe sometimes yours.

Speaker3: [00:50:15] And by the way. What's with all the American flags hanging out of people's houses? We saw at least three. That's completely against the bylaws here.

Speaker2: [00:50:28] That that I know whenever I show people, you know, Shady Glen, I say, you know, you only you only hang the Shady Glen sign out. And you're not allowed to change the flag to say shit, Glenn. It's got to say shady, Glenn.

Speaker6: [00:50:40] Okay. Sorry. Did you just say what I think? I'm sorry.

Speaker2: [00:50:45] I mean, I'm Alex. I'm right now. I'm not. I'm not trying to sell anything, because clearly I'm not going to sell anything today. I'm. I'm just simply reenacting what I say in other situations that are similar, which is that I inform people they're not allowed to refer to Shady Glen of Shitty Glen, that's all. Prospective buyers. How do you think I got an exclusive license to sell property in Shady Glen? Knowing the information that you're not allowed to tell people, you're not allowed to refer to it as shitty.

Speaker3: [00:51:09] Glenn. Why are you talking like this?

Speaker6: [00:51:13] There's never been a time where I have wanted for free speech to be less vigorously protected than I do right now.

Speaker5: [00:51:26] So anyways, it's just like really hard being a real estate agent in the valley because people always just like, Oh my God, like you drive a BMW, like your face is on Frisbees, like your life is so easy. But like, people don't realize that it's really, really hard because sometimes clients are just really, really mean.

Speaker3: [00:51:46] Really mean. I completely like girl Betty. I completely agree with that shit. For real. Like.

Speaker5: [00:51:55] Which is why I'm so glad that I was able to kind of form this little real estate agent book clubs that way, you know, we could just kind of like, talk and discuss about our feelings because like, no, what if you're not in it, you don't get it, you know?

Speaker3: [00:52:09] Yes. And then we can just talk about our real estate magazines at the same time that we're.

Speaker5: [00:52:15] Yeah, we could talk about listings. We could talk about like, you know, how far away from the curb put your signs we can talk about, like. I don't know, like light.

Speaker2: [00:52:26] Photography, photography, headshot. Photography is really important. Really important. I got a whole book on headshot photography I've been wanting us to talk about for a long time.

Speaker6: [00:52:36] Personally, I would like us to circle back to Frisbees for a second because I have so much trouble finding, like, sourcing out somebody who's going to give me a Frisbee that's, like, decently thick. You know what I mean? They're so flimsy.

Speaker5: [00:52:48] They're so flimsy. And frankly, the last ones I got made my tits look tiny. Oh, my God. Hi. Try to sell houses here. I'm not here to make friends.

Speaker4: [00:52:59] Oh.

Speaker3: [00:53:00] Oh, my God. I could die right now.

Speaker6: [00:53:03] Give me times. I've had to tell them. I'm like, just pretend like that. Like they're the focus of the shot, and they're like, No, it's your face. And I'm like, No, it's really not my face.

Speaker5: [00:53:10] Yeah, It's like, Hello, my chest is down here. Okay, so let's let's bring the camera down.

Speaker4: [00:53:15] Okay.

Speaker3: [00:53:16] Ice cubes, please. Thank you. So now let's get back to the mean. So, I mean, some part of this is us just griping about the mean shit that they're all saying, You know, like.

Speaker4: [00:53:31] Oh.

Speaker3: [00:53:33] Is this a three to me?

Speaker4: [00:53:35] Yeah. Like, Oh, look.

Speaker5: [00:53:36] I really need a half bath. Like, it's like my dog needs, like, its own bathroom. It's like, I don't care like.

Speaker4: [00:53:44] This.

Speaker5: [00:53:44] Outside. I don't say that. I hate the.

Speaker6: [00:53:48] Assumption that we're, like, supposed to be people. Person's like as if I like people. No, I like. I just like putting people in houses and then never seeing them again.

Speaker5: [00:53:57] I got into this business because I love buildings. I do. I love homes. Yeah. I mean, I just I love homes Like I love you know, I love walls. I love rooms. I love.

Speaker4: [00:54:11] Stairs. Oh, oh.

Speaker6: [00:54:14] I think I'm like a little bit more advanced because I love a palace.

Speaker4: [00:54:18] Yeah, Yeah.

Speaker5: [00:54:19] Okay. Just because she sold. Something in the bird streets one time she's like, I love a palace.

Speaker3: [00:54:26] She's been talking about that shit for like a month.

Speaker4: [00:54:28] Like.

Speaker6: [00:54:29] I'm sorry. When one of you guys graduates to a listing of that caliber, then you can reproach me for my own, like, perfectly acceptable celebration of my own achievement. Thank you.

Speaker3: [00:54:41] All right, Gloria, you're the queen. We're just. We're just.

Speaker5: [00:54:44] You're the queen. You didn't sleep with the broker or anything. Just kidding. You did it. I don't know. Have you seen her Frisbees? They're awful, but, yeah, I'm sure you did it on your own.

Speaker3: [00:54:54] Oh, my God. You're sassy today, Betty. Gee.

Speaker6: [00:54:58] The clouds are really out. I see. It's probably because you had, like, negative two sales last month. And, like, I know that I took, like, three of your clients.

Speaker5: [00:55:09] What do you say?

Speaker6: [00:55:11] You heard me.

Speaker5: [00:55:12] Which ones? Was it, Rebecca?

Speaker6: [00:55:15] Yeah, it was Rebecca. It was bad.

Speaker5: [00:55:17] Rebecca Romaine was a Rebecca Reine in that. And that husband first. Jerry O'Connell, was it.

Speaker6: [00:55:22] Then they divorced. But.

Speaker5: [00:55:24] But that's probably they probably divorced because you're their agent now. So how do you feel about that? You just made America's happiest couple.

Speaker6: [00:55:31] It's just getting very personal. I thought we were going to talk about buildings, and now I feel like I'm just like, am I being attacked? This is like why it's so hard to be a real estate.

Speaker5: [00:55:39] You brought it.

Speaker6: [00:55:39] Up with being a tax.

Speaker4: [00:55:40] Lady. You brought it up, lady.

Speaker3: [00:55:43] This is what they're doing to us. Okay, You're right. These mean ass clients with all their ridiculous requests, all right? With eight at each other's throats.

Speaker4: [00:55:56] How am I going to find a.

Speaker6: [00:55:57] Vineyard on the attached property and in the.

Speaker4: [00:56:00] Middle of the city.

Speaker6: [00:56:01] It's like it's not a reasonable.

Speaker4: [00:56:03] Request. Shh. Okay.

Speaker3: [00:56:10] It's gonna be okay. Let's. Let's all just bring it together, okay? Let's bring it. Let's bring a plug in. Okay. Group hug.

Speaker2: [00:56:17] Oh, you know, this is a great time for us to take that photo for the. For the local. The San Gabriel Valley outlook. We need to send a, you know, a meeting photo for Jesse.

Speaker4: [00:56:28] Jesse.

Speaker2: [00:56:29] Jesse's here. So let's do that right now. We'll just do a quick selfie.

Speaker4: [00:56:33] Okay? Oh, God.

Speaker2: [00:56:34] Everybody up. Perky, perky, perky, perky. Everybody up. Cheery.

Speaker4: [00:56:38] Okay, everybody say money. Ready? Money.

Speaker3: [00:56:44] I'm not ready yet. I got to adjust the girls.

Speaker2: [00:56:47] All right, all right. We'll retake. We'll retake. Just. Just here. Let me give you a little lift.

Speaker4: [00:56:51] Okay.

Speaker2: [00:56:51] Ready? Okay. All right, Let's all say.

Speaker4: [00:56:54] Money, money, money.

Speaker2: [00:56:58] Oh, yeah. We're going to get the next ensemble sitcom cast. That's all looking for houses at the same time.

Speaker4: [00:57:03] I just. Oh, my God.

Speaker6: [00:57:06] That would be my dream.

Speaker2: [00:57:07] Yeah. The next ensemble sitcom, Big hit. They're all gonna need houses at the same time. Well, I'll refer each other. We'll all refer to each other.

Speaker3: [00:57:16] So I have my my Brazilian butt lift surgery scheduled for next Monday. Yeah. So like, now I can start doing the the side poses for things, you know.

Speaker2: [00:57:30] So good so good for.

Speaker4: [00:57:32] The for the longer.

Speaker5: [00:57:33] But bbls are like out. Do you not? What do you like, Not go on the Internet ever or. Everyone's everyone's getting them removed now. So it's like, well, I guess maybe that's why you're getting it now, because you just like to do things.

Speaker6: [00:57:50] And also because it's probably cheaper now.

Speaker3: [00:57:53] It is cheaper now.

Speaker5: [00:57:55] Did you get it on Groupon? Because I think I saw that one.

Speaker3: [00:57:59] I kind of did, yeah.

Speaker4: [00:58:01] Yeah.

Speaker3: [00:58:02] Okay.

Speaker5: [00:58:04] I mean, you should do it because it's like your proportions are so off that it's like maybe it would bring some symmetry so you'd stop, like, falling over all the time.

Speaker3: [00:58:12] Okay. That was a little bit.

Speaker5: [00:58:14] But you should know that it's like so four years ago.

Speaker6: [00:58:19] You're so kind to each other. Like, if we didn't have each other to, like, tell each other, like, when we were doing something wrong. Like, I don't know if anybody else ever would know.

Speaker2: [00:58:29] Yeah, I feel that. I feel that if I didn't have if I didn't have the three of you, nobody would tell me that my photos were so outdated.

Speaker4: [00:58:36] And you know that I.

Speaker2: [00:58:38] Look like Burt Reynolds. And that's not some houses. I know, I know, I know. And I keep. You keep sending me to these photographers who take all these really glossed out photos that still somehow trap me in the late 1970s. I so appreciate all of you.

Speaker6: [00:58:52] So helpful that we tell each other because, like, that photo that most recent shoot you did was just hideous. You looked like I mean, it looked like.

Speaker3: [00:59:00] A horror show.

Speaker6: [00:59:01] Yeah. Yeah. Terrible.

Speaker4: [00:59:04] Yeah.

Speaker5: [00:59:04] I've gotten comparisons to me. If I knew you and I had to say no.

Speaker6: [00:59:08] Yeah, yeah.

Speaker4: [00:59:09] Yeah, yeah, yeah.

Speaker2: [00:59:10] Yeah. I mean, I was appreciative at first when people were like, Is that Regis Philbin? And I was like, No, just.

Speaker4: [00:59:16] Me.

Speaker2: [00:59:17] Just just Donny.

Speaker4: [00:59:19] But, you know.

Speaker3: [00:59:21] She just has a really strong jaw.

Speaker2: [00:59:23] It's just a little it's a little dated, but yeah, a strong jaw.

Speaker6: [00:59:26] People like, do you know Donny? And I'm like, Oh, no, no, no, no, no. I do not associate with that person at all.

Speaker2: [00:59:34] Although it did get me a listing in, in, in Pacoima. I mean a Pacoima adjacent. But, but it was near Pacoima.

Speaker6: [00:59:40] Okay.

Speaker4: [00:59:40] It's a little, little.

Speaker2: [00:59:41] Little, a little a little duplex. You know, it's not much. It's not, you know. It's not Chris Brown's house, but, you know. It'll feed my cat for a month.

Speaker3: [00:59:57] Yeah. That's so sweet. That's nice. Yeah, that's great. Maybe I'll just. Maybe I'll just get. I don't know, my. Maybe I'll just get my lips done then. That. Lips. Like maybe. They're getting fed.

Speaker5: [01:00:15] No pity. We can't decide these things for you. It's just like a little pathetic. So it's like, do it. Don't do it. Like, we don't know.

Speaker3: [01:00:24] Okay?

Speaker6: [01:00:25] Just, like, look good. You know, like, is it that hard to just, like, follow, you know?

Speaker5: [01:00:30] Can you, like, just be attractive? I don't get.

Speaker4: [01:00:33] It.

Speaker6: [01:00:34] Like, basic.

Speaker2: [01:00:35] Thing is that we have to do something and then fail and get criticized for it. That's the. That's what it is. It's not right. That's support. That's what friendship.

Speaker4: [01:00:43] Is.

Speaker6: [01:00:43] I guess that's like that's what we offer each other because we do all fail.

Speaker2: [01:00:50] And then we all criticize each.

Speaker6: [01:00:51] Other and then we all criticize you.

Speaker5: [01:00:53] And that's how we know that we love each other.

Speaker4: [01:00:56] Right.

Speaker3: [01:00:58] Exactly. Exactly. It's kind of like with Betty, right? She looks like she has sparks her feet. You're like a sport toe. My right, Betty. A little blond angel.

Speaker4: [01:01:15] Esposito Yeah.

Speaker3: [01:01:17] You look like you have a sport or a toe.

Speaker5: [01:01:19] Okay, well, if you're just going to be better than whatever, but, like, I have amazing feet, so it's fine. But also, I don't even know what a spork is because I don't eat at Taco Bell every day like you do with your flat, flat ass.

Speaker4: [01:01:33] I don't think.

Speaker5: [01:01:34] You'd have a bigger ass with all the Doritos Locos Tacos you crunch away on all day. Don't think I don't see that orange powder all over your three series seat that I know is a lease. But yeah, go ahead and talk to me about my sport toe.

Speaker2: [01:01:49] This feels like family. It feels like family.

Speaker6: [01:01:52] When you hear your family. That's right.

Speaker4: [01:01:55] That's what we. It's sitting around. But I like.

Speaker3: [01:02:02] I just love those hot sauce packets, you know, because they're free and you can just, like, take them at home. You can make your own little Mexican food. That's good. Whatever. Stop judging me. Stop. We I mean, obviously we have to we need to make sure that we're looking good. Ladies. I mean, what's on your plastic surgical dockets? Because it doesn't sound like you're doing anything to change your shit.

Speaker6: [01:02:39] I've been cryogenically freezing myself every night. Just a little bit like in dribbles in.

Speaker3: [01:02:46] Oh. Oh, wow. Oh.

Speaker4: [01:02:49] Yep.

Speaker2: [01:02:50] These are not my eyebrows. These are tattoos.

Speaker6: [01:02:53] Oh, my God.

Speaker4: [01:02:54] No. Mm hmm.

Speaker6: [01:02:56] I didn't even notice.

Speaker4: [01:02:57] Well, how are you? She just said.

Speaker3: [01:02:59] She's cryogenically freezing or whatever. And you're talking about eyebrows.

Speaker6: [01:03:03] Priorities?

Speaker4: [01:03:05] Yeah.

Speaker2: [01:03:06] I mean, if I. If I. If I had her level of clientele, I'd be cryogenically freezing, too.

Speaker6: [01:03:11] I just got a listing in Beverly Hills Post office.

Speaker3: [01:03:14] No. Oh. Oh, my God.

Speaker6: [01:03:19] Wow. I know.

Speaker4: [01:03:22] I know.

Speaker3: [01:03:23] I need your doctor. I don't. I need your doctor, and I need to know who your doctor is. No, no.

Speaker6: [01:03:31] You can't legally compel me to tell you. I won't tell.

Speaker4: [01:03:33] You.

Speaker3: [01:03:34] Well, I'll just follow you like Betty followed me to Taco Bell.

Speaker5: [01:03:41] Then how to follow you. I just sat in your car one time and smell punched me in the face.

Speaker6: [01:03:48] So the book this month was so interesting. Am I right?

Speaker3: [01:03:52] So good.

Speaker2: [01:03:52] You really was good.

Speaker6: [01:03:54] I mean, the cover was great. It looked really good on the coffee tables and all the houses that I like, you know, had like that term is I like, made it nice. And I put that on the table and then.

Speaker2: [01:04:07] And the title was what was it? Was it the making of. Q What was the the making of.

Speaker6: [01:04:18] Tricky word.

Speaker2: [01:04:20] Bridge.

Speaker3: [01:04:22] I'm opening up a bottle of wine. Who wants.

Speaker2: [01:04:26] Bridge on the. River Kwai.

Speaker6: [01:04:29] Right.

Speaker2: [01:04:30] Making a Bridge in the River Kwai.

Speaker6: [01:04:32] Thank you so much for saying that, because I didn't want to be the first to say it because I was scared.

Speaker2: [01:04:37] But yeah. I read the entire cover and the back.

Speaker6: [01:04:41] Yeah.

Speaker2: [01:04:44] I did. You know it was a movie.

Speaker6: [01:04:46] I saw the movie. I actually. I didn't see the movie. I looked at the blurb on Amazon and I. That felt like.

Speaker4: [01:04:51] Enough. Yeah.

Speaker2: [01:04:54] Apparently it was a movie.

Speaker6: [01:04:57] I thought maybe it was like the Bridges of Madison County, but it didn't sound like that.

Speaker4: [01:05:01] Oh, my God.

Speaker5: [01:05:02] I thought it was like Jamiroquai. So I just bought their album.

Speaker4: [01:05:08] Oh, such a good album.

Speaker5: [01:05:10] And I thought we were doing something a little bit more esoteric. This meeting.

Speaker3: [01:05:14] I actually also thought it was Jamiroquai, but I just bought the hat, Jamiroquai hat, you know, like the top hat, and it's like the oversize top hat.

Speaker6: [01:05:25] I thought he was known for like a furry Kangol from his virtual insanity video.

Speaker3: [01:05:32] I'm thinking of someone else.

Speaker2: [01:05:34] Personally, it's before my time.

Speaker6: [01:05:36] Oh, my.

Speaker2: [01:05:40] But who is dimeric y even? Is that one of those oldies but goodies?

Speaker3: [01:05:47] Okay, well, you know, you are the youngest one here. We're not. We're not a.

Speaker6: [01:05:57] I'm cryogenically freezing myself. And so technically I am not any older because I have frozen myself in time for cumulative amount of nights where I have no longer that it counts. Nope, I am 22.

Speaker5: [01:06:09] Honestly, that's true. And then when she dies would just technically be reborn.

Speaker6: [01:06:16] That's right.

Speaker5: [01:06:17] I think that's how that works.

Speaker6: [01:06:18] I'm pretty sure.

Speaker2: [01:06:23] We take you to the year 2032? Get in here. It's time to open the cryogenic chamber and find out what's been stored here for 300 years.

Speaker3: [01:06:35] Oh! Oh. Oh, man. Dr. Dave, this is it. We've been waiting so long to open this thing up.

Speaker2: [01:06:46] Yes, Gronk. We've been waiting for so long to open this up. Just to find out what it is.

Speaker3: [01:06:51] I think since we've been working so hard towards this moment, we should. We should open it together.

Speaker2: [01:06:58] Let's open it together.

Speaker3: [01:07:00] Well, let's. Let's hold hands. Oh.

Speaker2: [01:07:03] Boy, this is going a different direction, isn't it?

Speaker3: [01:07:07] No, I mean, just. I mean.

Speaker2: [01:07:09] Just. I mean, is it friends or is it more than friends?

Speaker5: [01:07:14] Just this is the shareholder speaking. Can you guys please just hurry up and open the crate?

Speaker4: [01:07:19] Oh, we don't have all day.

Speaker2: [01:07:21] Sorry, Craig.

Speaker4: [01:07:23] This is.

Speaker2: [01:07:23] This is. Hold that thought.

Speaker4: [01:07:27] Yes. I'm going to just lift this up.

Speaker2: [01:07:29] And it's.

Speaker4: [01:07:31] A female.

Speaker2: [01:07:32] Form and it.

Speaker4: [01:07:33] Looks like. It's a real estate agent.

Speaker3: [01:07:40] She's going to speak. She's.

Speaker6: [01:07:43] Oh, my God. Is this what they've been keeping me in? I mean, what is this, like, 80 square feet?

Speaker4: [01:07:49] Jeez.

Speaker2: [01:07:52] And seen.

Speaker6: [01:07:57] I don't know, square feet at all.

Speaker4: [01:07:58] So that might be really big. 80 square feet.

Speaker3: [01:08:02] Pretty big, right?

Speaker4: [01:08:03] Yeah.

Speaker6: [01:08:04] Maybe the whole spaceship is equipped.

Speaker5: [01:08:06] Who knows? I'll be honest. I didn't know when you said that. I was like, Yeah, that's probably about right.

Speaker4: [01:08:11] Probably more reasonable.

Speaker2: [01:08:12] Doesn't matter if it's factually right. The attitude was perfect.

Speaker4: [01:08:15] Yeah.

Speaker2: [01:08:17] Well, that's been laying down the law. Before we go, I'd just like to give my guests a chance to do a little shameless self-promotion. We'll start with Henry. What? What can people expect to see from you and where can they find you? On the Internet?

Speaker3: [01:08:31] You can stalk me and on Instagram as Henry the David. I have some program next week, but it probably be too late when you hear that.

Speaker2: [01:08:44] It's next week. Yeah, probably. But look for him on the internet. Maybe when you listen to this, it'll be next week at that future time as well. Yeah. How. How about you, Kelly? Where can people find you and what's, what's coming soon from you?

Speaker5: [01:08:59] You can also find me on the internet, Instagram, Twitter at Kelly Shay. I also have a little weekly newsletter that I write. Kelly Shay got.

Speaker4: [01:09:09] Substack dot com.

Speaker5: [01:09:10] I was writing it weekly and maybe in 300 years when you post this episode, I'll be back on that cadence again. I took a brief hiatus because I got knocked up and then I felt really sick and I was like, Nothing is creative. Everything sucks.

Speaker4: [01:09:29] I feel better.

Speaker5: [01:09:32] Anyways, so I'll get back to it, is what I'm saying. So yeah, you can find me there.

Speaker2: [01:09:36] All right. Can you spell it? Kelly Shay? Just for the.

Speaker5: [01:09:39] Yeah, honestly, you guys should just. I guess you could just see what happens, and I'll see how big my Internet presence is. But if not, it's like, okay.

Speaker2: [01:09:48] All right. Thank you, Kelly and Kristen.

Speaker6: [01:09:51] Yes.

Speaker2: [01:09:52] Where can people find you? What's coming up from you?

Speaker6: [01:09:55] So I don't have an Instagram, which is something I'm maybe we'll change at one point, but I am on Facebook. But also I think one thing I'm proud of that is on the Internet that's easy to find is if you Google my name and the term downward slope, it's a story I did for this story telling thing here in Austin testify that people really like because it's really funny. So I recommend it because I have another one coming up. Maybe you'll drum up some interest in that because it's in August.

Speaker4: [01:10:19] And that's fun.

Speaker2: [01:10:20] Kristen Jenning Downward slope. Google it.

Speaker4: [01:10:24] Yeah.

Speaker2: [01:10:25] Awesome. Well, that brings us to the end of this week's legal adventure, and I want to thank you for joining me, your captain, on this earmark edition of Laying Down the Law. I'd like to thank my crew, Henry Kelly and Kristen for joining me on this journey to the great unknown.

Speaker4: [01:10:39] Yay!