are first we're challenging standing based on the absence of a contract and then we're also challenging that if there wasn't the alleged express contract whether a term of that contract is that is the capital credit and whether the rest that what included the forbearance in the resolutions that also has a sort benefit clause and again the trust chose not to sign it they chose to structure the deal that this is the only winstar case that that has been before this court and i believe it will start case at all where the  shareholder is less obligated to cover the losses of the threat after the deal than they were before they have less of an obligation to step back from the obligation and that's because the trust took it and that drifted entered into the they chose to structure it that way they used a corporate form for protection the court rejected the idea of an overarching contract even though the shareholders had arranged the acquisition and funded it and even though the government knew about that the court refused to look past the po financial state before down to the transaction it would have a very big it would have had a very difficult time proving any time it was predicted for projected that it would fail if it didn't enter into this transaction so that the type of harm that it might say we alleged contract if we disagree with you on the equity what impact is it that the stock in question was not there there were warrants and not a direct contribution of o it they have have not made no assertion of an implied contract and there's only two documents that they suggest contain this express contract and given that the importance of of the language in an alleged express contract we would invite the company where the thrift is entering into an acquisition it can be found in a three zero one six six four of the of the joint depending it's only three pages off in this document the first page else and can be viewed as an integrated contract to understand for everyone to understand what the arrangements were and what the relationships were that they have to be integrated into something there is no challenge and it was not accepted by the supreme court but more iraq and more importantly those those cases were suppressed contractors were cases where people sign express agreement here if it's not that that dark transaction documents can't be contractual but they have to happen language to show that this is a case by case we need to look at the documents to do it resolutions have different languages documents that people submit have different languages so we a the language in this eighty three application the second page is eighty three application that the third paragraph said by this application eighty three southwest savings in the trust to the extent required by law request the proof of the of the f h l we believe they're only doing it to comply with the law there's if they put in language we'd like to have a contract that something really like that then and then you can look at this and say well maybe that's an offer but there's no such language in the stocking it is just a regula after a full month of trial on liability and damages the trial court in this case found that the carol not trust the state was party to a direct contract with the government and it found that because the negotiations that were detailed into every specific aspect of this deal had been structured and had been as in the words of the court c h t e called the shots about all those all those transactions points that make a difference rules or obligations con but there was a concern about them so they asked that they be released but when mr densher said this is the only case where there is a release like this your honor this is the only case where a holding company was asked to giving away half of the interest of the resulting thread to the  it's the only case where there were stock terms that gave away fifty four million dollars of products i submit that is equally consideration being exchanged at the highest level between the trust and the government there was a specific on the assistance agreement we would be here with no what would what are you shawn what are you sure what's going to remit that is demonstrated by the eighty three application that we filed that was approved by the federal home loan bank board resolution beside the point the point is whether or not at that point in time there would could be a call on some equity addition for capital contributions your honor from the parent the government never call the carole sund trust state honor plant there was a press conference that was a deal with government so happy we have a strong grip we have good management we're going to do the first selfless plan acquisitions now to provide the capital credits provide a capital let that happen but they trusted the carol not trust the state to look at the approval resolution the first page that caroline trust has made an application to acquire the second page of the resolution makes all the holding company findings it's a qualified choir it needs the management the resource requirements of the statu honor this client entered into a partnership with the government as a trial court found a ten year partnership because it wanted to do the right thing in texas in believe that the end of ten years of being a fifty percent owner with the government in a large script that by that that the sub dept is not required to be contributors appears only in most replied mary so i would like to go through the other documents i started telling you first we have the federal bank board release calling it a condition the second we  s memo government memo right after the deal saying that the balance of the stuff that had been converted into equity and represented institutions capital contribution capital contribution and finally all the notes that were eighty percent ownership i get more equity but do i have standing to sue if that's actually goes bankrupt going to be because of the bankrupt all the cases fault is whether there were contractual obligations directly between the parties if the shareholder entered into an agreement where the obligations were exchanged directly with the other party he has standing we are not doing all the contracts are subsidiary press that is not in the beginning of this case we we did not from the simple conversion of the sub debt get any higher equity position but i'm still trying to figure out in my own mind as to how the contract obligation of the trust the staff is established that's one of the pieces of consideration flowing directly into the trust me this court has found in other cases that where he didn't sign consideration flowing directly to the holding company or directly to the individual share or there wasn't a contract there is no question here that the federal home  the resolutions themselves in the words of this court and the receptor promises that went directly from the holding company to the government now the suggestion that those reciprocal promises have to be capital maintenance is where that filed the applications that were approved by the resolution and i submit that so now would be helpful here only if mrs harker here are me she was a party to this transaction because she is the sole beneficiary of the trucks but she is not here we are here alone