planner to induce the plaintiff to give the defendant control over the plaintiff's business operation the defendant took advantage of their position to gain the plaintiff trust and achieve financial gain without the p i have just quoted of the court leaves from the case of us vs well that is the factual pattern in us vs williams but it is almost identical with the factual pattern we have here you have to change the word financial planner to banker i i look for it my haven't found it yet the fiduciary trust relationship arises from a number of circumstances and the relationship of the parties it is sufficient to establish a fiduciary trust relationship if there were for example transaction he was acting as if he were the logan real talk we have a fiduciary trust relationship that automatically arises from a principle and agent relationship and we have a number of circumstances in which m producer potatoes purchased potatoes in turn from one of the logan companies and purchased them for sixty dollars a ton and then teague's the supplier resold the same potatoes from another team's company to another logan operation for one hundred twenty dollars a ton we have but overall relationship between the parties demonstrated by the facts and we agree according to the testimony in credit whether from western mortgage loans or from the purchase of debts of logan's various operations or from providing advances whatever the source of the funds maybe mr teens would be responsible for those mr logan's responsibility was to make sure they ran the farm that he ran the plant to produce the french fry that provided in effect for a conflict had relationship they called it a vertical integration between the two of them you know none of those is evidence and writing some of the is in writing the best of the writings would be the independent diary entries made by mr logan contemporary with the and they would split the difference so with your things were it was receiving a one million dollar property which i love and was receiving a one million dollar profit and the rest of the agreement was that there would be a amortization of the payout of the additional one million dollars so that mr logan was paying off to mr teague's not only his original investment of the one like hers but the additional one million dollars which was profitable to be amortized over the reasonable period of time and there is prudential documentation which is actually it's about one quarter for the record of seventy eight you will find that there's nothing offensive in that documentation whatsoever indeed the quality problems with the tiegs product which is one of the separate kinds of transactions that are involved particularly on the team's counter claims in this case because one in which there is no denial of the evidence that mr ware himself review the records and submitted the testimony that was confirmed by the field manager for the logan operations mr daniels that the quality was extraordinarily bad moreover you have secret discounts that were taken by mr teague's which of course is the consumption of the opportunity which is pretty bad when there  is a relationship on any of the individual transactions even if you do not complete them but we believe that there was a series of joint ventures here in which changed the banker with finance lol the manufacturing plant of logan and provide that vertical integration for the tiegs that's already going to the theatre company potatoes so that feeds through pascoe and baker we believe your honor your honors that the evidence is more than ample to vitiate the draconian summary judgment remedy unless one weighs the evidence and even weighing the evidence we think debts to mr teague's as a result of additional profits being obtained by mr logan from the dusan sales which evaporated in fact after mr cleek returned from korea and told mr audrey now before you proceed i'd like to go back to judge graber is question because it just struck me that when one looks at transaction by transaction it could very well being that with respect to a given transaction there might have been this for the sherry relationship or position of trust whatever but is it your argument that to find that in one means that one has to find that with respect to all of them no that's not argument we believe that there is evidence on each of the grants actions taken separately taken separately we also believe under the teaching of adviser on the growing of the crops as one who actually purchased some of the material as some of the other cases we cited from other jurisdictions quite agree so i believe that the total interrelationship of the factor even if you were to look at them transaction by transaction in the commentary on the committee case which is one of the lead authorities which we've cited this one appears in the gale law journal they describe the opportunity as turning that sort of vile opportunity to go which is what we believe mr teague's actually accomplished in this case and it's certainly below the standard they obligation and each of the contracts in oregon for over forty years that has been a part of the contractual relationship between parties that indeed there must be that good faith relationship that will be true your honor i mention it only because of the court's interest in the transaction by transaction analysis when one does that type of analysis i believe it is the case that you will come to the conclusion that there is some evidence there is there was a debt owed by the farming company to its suppliers for fertilizer and see all of those deaths were in default and as a result the mortgage on the plant the bank of america mortgage was also wonderful there was no money to farm there was no money to buy potatoes essentially the logan companies were already in deep trouble and frank teague's didn't cause the situation western mortgage  case it restructured the debt by by means of formal contract forbearance agreements promissory notes mortgages personal guarantees those kinds of things that wouldn't prevent the establishment of either an agency relationship either on a in a transaction by transaction basis or overall relationship between  i don't disagree that parties who are not otherwise inclusionary relationships could enter into a particular transaction that would be that you share a transaction agency for one particular purpose i don't disagree with that  don't think you can bootstrap that into an overarching fiduciary relationship and i think in that regard it's important to keep in mind that the transactions that mr shanker has described occurred between six or eight parties over a period of five years and those transactions did not all occur at the same time and they did not all occur between the same parties so i think it's important to keep that in mind in determining whether an a transaction let's say the abaco transaction which is in one nine hundred ninety nine could create a fiduciary relationship between western mortgage not quite teach but western mortgage and another logan company in two thousand and two or two thousand and three and they have a quote transaction took place over a period of a couple of months the sale failed and it was over so i don't think you can strap an isolated transaction like that going back to nine hundred ninety eight was the first potato trade that's right but but as you if you look at those transactions what you see is they are commercial transactions between businesses in which each is operating or hoping to make a profit separately when the original loans were made the only loans in this case and late one nine hundred ninety eight and early one nine hundred ninety nine those were short term loans they were supposed to be correct and so the question then is was their principal agency relationship formed is there evidence from which we can infer that well what what happened i think is what judge callahan described that there's no evidence that dennis logan's companies have had been that relationship he told logan i think in logans words i'll put in a pitch for you i don't think that that creates an inference that there was an agency relationship there it's just a favor to ask you know and and so i don't think we get to the point where that creates a few shiri relationship between those parties such that we can't have a summary judgment on that well our damages is i think damages an element of a claim for breach of the agency faced the district claim such that the logan parties were required to offer some evidence of damages related to the tucson transaction sound good approach logan with the proposal by french fries but logan wouldn't meet their price so what's the evidence of that recital of facts that's in the affidavit of  cans and i believe haven't we probably both those are the korean sales agents who met with the tucson principals i would like to ask you a question also about the yet the l three d and whether it was a mortgage or not why are right isn't there a genuine issue of material fact regarding the three for the purpose of securing a debt that was paid therefore they asked for a declaration that dennis logan was the owner of the property in the area we're talking about  the first and most important legal issue i believe there is was there a debt and what we have here is a sale transaction documented as such close t all of that transaction that that bungled transaction if you will none of that contains any kind of a debt there's no secured obligation and i think if you look at the cases of all of the factors you know the most important factor why we didn't we added a counter claim after the motions were filed for foreclosure in case we didn't get summary judgment in the court somehow deemed to be a mortgage but that's not in th case really the kind of claim on which we got judgment was a claim for renters and that's independent of this issue of whether it's a deed or a mortgage regardless of the contract the transaction required logan to lease the property back and to  between the interpretations on both sides and what that was all about number one who was going to share on the two million dollars and how that was going to be allocated and secondly the role of the twenty thousand dollars payment as opposed to the prior forty five thousand a month i meant it just seems to me that there is there are so many unresolved factual issues there that it that particular issue would not be properly amenable to summ that there was no evidence of a particular contract or meeting of the minds between these parties with respect to how that discount would be shared you know the evidence teague's i agreed to give argument that i understand that the logan side is making there is that there was a an agreement to share profits and i don't think that that's what this relationship is what you have here again is a commercial arms agreement in which western mortgage buys a debt at a discount and agrees to share that discount it is getting a benefit because it's going to receive more than it paid the logan side is going to get a benefit by receiving a discount and paying less than it was obligated to pay mitsui but they're not sharing a joint profit in a joint enterprise there's no management there's no sharing of profits mutual profits and you know business deal doesn't create a partnership that's i think for it pretty basic in you know any relationship presumably between business people each side expects to make a profit that doesn't make them partners so i think the answer your honor is that there's evidence that is in conflict about what the deal was which number one means they didn't have a contract they had a contract for anything except that one time there was a contract the question was what about the three million dollars or two million dollars and you're saying your client on it was an option to buy a instance the the contract term that wasn't agreed to was the fundamental contract term in the fact that if you in other words if you look at the the agreement agreement the only question is did they have a meeting of the minds on again what the most fundamental point would be which is from the team side we have a deal to give you a discount for cash from the logan side he doesn't say we as an individual you cannot look at him as western mortgage company you kind of look at him as pascoe you cannot look at him as baker you cannot look at him as oregon did a company except that he's the one who did make all the deals for each of those companies with mr logan as a result of which the logan pardoned pain to the teens parties thirty million dollars over a period of four and a half years twelve million dollars of which was profit to mr  t that's an uncontested fact what i think is the key here is the expectations the reasonable expectations that the party should have had in the midst to a deal it's pretty clear as judge ravers questions indicate what the reasonable expectation a jury could find mr logan would have had as to what that deal was the expectation point is one that they'd in pollok pollak is one of the lead cases in oregon on looking at the  good faith obligation in each contract where the focus is on the parties agreed common purpose and justified expectation by the way i apologized for it that we have cited polic where we should have cited it right vicki on page thirty two of the grey brief i think from the context one would figure out that the name pollock appears a page thirty two and it should have been right vickie it is not the case that the only loans that were made by western mortgage company were a few equipment loans it is the case that that was the only set of transactions in which there was a promissory note with security but western mortgage company was responsible for millions of dollars of credit flowing for the benefit of the logan parties some of which came as a direct result of the purchase of debt owing from logan and then over a period of time to be repaid to the tea party the counterclaim on which they prevailed with respect of the three property you can back that was the deed and it was not a mortgage then they were entitled to assert their counter claims that included rent and they did it but if it the mortgage then we still have issues that have to be resolved on what the payout should have been and the terms of which that they are should be made by the equitable procedures that are there for the foreclosure of a mortgage it is our position that we've already paid the underlying and therefore there would be no rent or any other kind of claim that could be asserted by the defendants in that particular case the same  three million dollar claim that was asserted by western mortgage company and for which they received there are three million dollars worth of the counter claims that were calculated more than once in the three different transactions involving logan one was at the time of the point tomorrow transaction one was at the point of the stall transaction and finally at the mitsui stage when the prudential matter was brought to  claim for a mortgage rather than a deed judge brown got that one right as we point out in our reply brief at page thirty six she knew that that was the declaratory judgment that we