ok we will proceed with seattle group construction of people versus washington first international bank and we sale condominium project that was the subject of the bankruptcy the issue before the court is how to construe the order confirming the bankruptcy plan in that bankruptcy action and specifically a project of course but the thing is that the plan is perfectly clear about who has priority there's no doubt about that unless unless there's a stand in this particular provision  is not just what was happening in the bankruptcy court because that doesn't tell the whole story basically you your analysis or requires you first to determine whether there is a conflict between the plan and the order confirming  those cases say that the slant is in fact a consent document that the plan is twenty three and most courts don't agree with us but we have said that in reviewing the plans we do with a number or in our cases the three that have not said that a separate bankruptcy order adopting the plan and containing additional provision bankruptcy judges the darkening in play and the parties have clearly negotiated and when the bankruptcy judge confirms their plan he makes some separate orders and he says that is what he thinks he was doing was one thing and you that too to look at the reason that there was not specific negotiation among the bankruptcy attorneys you need to look at the circumstances surrounding the case at that time this was perceiving in state court almost a year before the bankruptcy was fired and the priority dispute started and began to be adjudicated in state court in february of two thousand and two that's once you convert the first priority so the priority disputes were were pending long before the the bankruptcy plan was approved in march of two thousand and two the owners of two of the purchasers of the unit and washington first international bank and in addition answering any questions that you might have i would like to focus my comments on three points the applicable standard of review the language at issue in the appeal and the procedures involved in confirmation of a plan in bankruptcy first regarding the standard of review i want to correct what appears to me from listening to be a misconception this is not  a confirmation order the confirmation or her highness confirm that time for appealing that order expires then see khan came into court and asked the judge to interpret his determined that and order by a bankruptcy judge in which he interprets a confirmation order is subject to deferential review and an abuse of discretion standard and we simply urge for your honour's to priority of liens meanings but that is not true this plan has five classes three of those classes have multiple members therefore it makes perfect sense to read the language that it argues it intended to prove preserve all money and issue priorities between c con and washing first international back how hard would it have been to graft language that said the issue of priority between class one and class t that the language preserves priority among the various classes it necessarily follows there preserves the priorities between all classes in the case the result would mean an absolutely meaningless plan for the soul and the plan confirmation and the reason that i want to discuss this point a little bit is that throughout its briefing to speak on his argued that the court should look at the circumstances and the conduct of the parties first as i'm sure the entire bankruptcy process this is designed to be an open forum and there is full disclosure of everything that happens in a bankruptcy that might affect the interests of a party and there is full opportunity for absolutely without any question provided for full priority of the vast position second see can elected not to object to the plan not seek answers well if our language had been accepted we would have rejected that cannot be conducted itself in this proceeding speak on simply does not deserve to be freed from the trap of its own creation by this court even if he can't act in good faith which it did not it would not be proper for this court to rewrite the language to say what seek on now says it wishes it had said but under the circumstances of this case it would certainly not be appropriate for the court to rewrite that language  the contract principles for interpret in the plan determine whether the language were clear it was clear if you determine it's clear that you want force of this written if it's not clear then you look at the facts and circumstances surrounding the transaction other words if you only only time you would apply that rule is if you have exhausted all of the other facts and circumstances surrounding the transaction and you cannot figure what figure out what the language means that your honor we think that at the parties actions speak so loudly that the the words themselves are less important when you look at the facts and circumstances as i was mentioning in my in my present station in chief washington first friday before the monday of the hearing moved judge hillier to determine priority in state court now there is no rational reason to do that it's on the next business day you're having that determination made in bankruptcy court then eleven days after the confirmation order was signed washington first international bank renewed its motion for summary judgment before judge hill you're basically reading noted it for a later date and  made no mention of the confirmation order no mention of its rights under the plan so what we have here is again the case proceeding on two tracks and one traffic as a result of judge steiner's decision was state court concerning priority that is where the matter was determined on the merits the bankruptcy court never addressed the priority agreement on the merits and that that determination should be allowed to be made that's what the language reserving