main point is that it's an undisputed in the facts that there were prior contracts and i'll go through those specific facts in a moment but that was a consistent course of conduct in and that contract and the fire for contracts and in fact the contract that was ultimately given to the sub contract did the work with all the same and contain determination for convenience for provision in  suppose we deny your terminations for convenience argument and find that it is only triggered when the government terminates the contract can you now turn to the question of why we should find that the district court committed error which is clearly erroneous in finding after a bench trial that the parties intended to contract and that the letter of intent in body of all of the necessary factual elements that the court needs to find in order to make that legal determination there would be two parts to the answer the first part of the answer is directed directly to the question of whether the government whether w advance trial at which the district judge is the finder of fact and she heard all the testimony and she made the factual determination that there were facts sufficient to support each element of the contract so it seems to me that that in reviewing her decision don't we have to find the evidence simply does not support that the terminations she made first as a matter of fact and then ultimately as a matter of law  and whether those meet the criteria of the standards for breach of contract claim that is a question for is clearly erroneous in this case because the offer was contingent upon a written contract and the letter of intent and its first sentence says it is our present intention clearly not a commitment to  and she made those factual that you're adverse to and i'm still waiting for an answer my question why should we reverse i mean you're basically telling me well look at the terms of the documents but don't we have to also consider the fact that  finding with respect to an essential element of the claim and that that needs to be reviewed to know and that's factual almo was clear course of conduct of the parties which gives rise to appellate panel declare that she was wrong if we are satisfied that there is enough evidence from which a reasonable fact finder could make that determination you obviously and understandably disagree with her determination but i can't look at this record and say that there wasn't enough evidence from which the issue as we've seen it and have  in our papers is that she made the factual issue of this of course the conduct of these pardons on the four prior occasions you know only of this case is that on the four prior occasions there was a terminations or convenience provision in the contract which specifically said that you just we can terminate for your convenience and you just can't get paid for the work that you're going to the contract that was ultimately given to the other subcontractor was a contract which basically said you're going to get paid for the work that you're going to do and if you complete the contract you get paid for the work that you're going to complete if you don't complete the contract you're going to pay off for the work that you're go i we're going to give because we harmon eight of them before he issued the letter of intent i mean before we use you the contract but actually you should letter and we're not going to give you the remedy for the entire content how do you just gone through the subterfuge the fact that your client asked celebrated to basically start the work before entering the contract i remember to the and  he wouldn't even charge for mobilization on the other jobs but they do and we've always said we've always said we're going to pay them for the mobilization with respect to network use you is what contract we are not taking the position that our request them to do mobilization doesn't give rise to a contract to pay for the mobilization it's either a contract there's a meeting of the minds as to what the scope of the work is what we're going to get paid sacrament first that that item is what i would refer to as a general promise this whole different than saying to someone we're going to go forward with you on you moaning along we're going to go forward with that that doesn't change the fact that it's just a general commitment it is not anything of the mind on the referring to now with the evidence all the contracts all the previous contracts all the previous letters intense judgments doubtless to all of that in consideration it's not like she ignored there's a second thing that's missing here back into the picture is their own action on september third improperly terminated our deal so what they're saying then is well in the past we've interest in this contract and we want that to construction contracts pretty clearly the parties anticipated a written formal document here the letter of intent request at the end certain pull him and every documents including insurance certificates f stability information and contractor's license and if there's already a binding contract by virtue of the letter of intent well what does it matter if if accelerated is not license not insured and broke if you've already got a bro if you've already got a binding contract if this letter of intent is a binding contract why why why do you have a request for that information actually ron and we addressed in a trial o you that you are obligated to the job but you have to give the certain documentation they called it a certain criteria insurance documents submittals shop drawings and that and those sorts of documents we didn't present it into evidence accelerated the contract just seems to me that as you look at all of the language the preliminary nature of the language it was intended that something more was going to be required before the happened here now in september one the parties mr porges and all the people from mark you had a meeting at their office and they focused on these best comments made by mr ryan through sale who said you guys are buying trucks on this jobs that with our money you're not contracting officer has not let those contracts that you are nonetheless entitle to all of your lost profits on contracts that are you had not even been awarded yet for this reason only when of the second and third and for argue the didn't flow that option down here it wasn't our choose decision to make he struck by surprise there's no turning back in fact the government did let out those contracts wynberg took it over it happened recovery the breach of contract for the letter of intent in the conduct supporting the intent for eighty six and that was twenty three point twenty two percent percent profit that mr heitman found there is an additional twenty three point twenty two percent on they would have given us allows us to go forth initially the options would have been then exercise of the government and then we do the rest of the b q s we did the profit on two and a half projects by their terminations letter they the findings of the district court read the transcript in fact when i was making my closing argument i was starting to raise the facts with revestive with respect to quote unquote big shopping just insults raise your hands if you're mr small and you don't even have to touch it there are  option that he did the three we always have the option to hire someone else there is nothing in the federal acquisition regulations that prevented our q from exercising its right to sub contractor who's been i think it's want to quarter percent or one quarter percent of a certain amount must be listed as the actual subcontractor to get the job it is those two facts that are the primary really in this case well as what was the arrangement of the two parties and the conduct of those two parties for the year and a half and the two years before hand with respect to how they negotiated with one another and what that course of conduct demonstrated and and what was the promise that was made by our q in each of those circumstances were here who forced upon our position it is and we think it's clear from the course of conduct of the parties that the promise was to pay you for the work that you do and that was the essence of the agreement all along and we're asking the court to enforce that promise and the letter of intent did not create any different promise with respect to that we are asking for reading then in the have the district court make a ruling with respect to the amount of work that was actually done the cost of mobilization except for  that would be we also submit that those numbers are actually in the record there was testimony about that amount i think it was twenty thousand dollars we disputed that on several