be but that's why we're here the district court below found the california law i doubt incorporates includes the concept of voluntary reformation and what not you know rather than get all tangled up with  word reformation which usually means going to court to get the court to straighten out a disagreement among the parties a fraud or something else what that's really be just a contract modification if if you don't do it in court honor that's that's where the rubber meets the road in this case when the parties choose to modify an agreement that means they have a written agreement and they wish to change that agreement prospectively when you perform a document when you reform a written about why does it have to be prospectively let's let's just say that the two parties that are under contract and gets miss written and we get into a little bit and say look this isn't what we agreed to so let's change it now to the way it was when we agreed to it and that's the change the payments have already been made why does it have to be pros collectively the reason your honor is for the very reason that we started in footnote twelve of the twentieth century insurance versus liberty mutual which is under california law the briton documents between the parties are presumed to include their intent in other words once you sign a document what you except the written terms that you deal is between them though if they both agree those were not their agreement they don't have any hard on the contract is written accidentally if accidental there is no evidence that my client ever said because that's what concerns me the most if these people got together and said hey change the deal and leave those guys holding the bag well that would be a different case than the one you just told me we have here there aren't you do have that fact you asked me a question when you  that we talk about in the law however there was reliance in the sense that when you have insurers where you have multiple insurers and multiple insurance the obligations of the insurers are interdependent long california is very clear that one talk about here now your honor we've got an issue and i know that's why we're all here but the question i'm asking you is serious if they that directed it right now it would not change your position look over a mistake there was and decided that it was acceptable they deal with it in other words to the extent that they may have had an earlier intent and may have nine hundred ninety five that intent apparently had changed by the fall of one thousand ninety five and continued that way it's not intended to have that contract that mistake and that's the only thing to really be inferred from the evidence you're arness what california law requires if parties know there's a mistake in the written terms they're not allowed to sit back and wait until as a matter of fact the twentieth century insurance versus liberty mutual case was a very case in that case you'll recall admirals files are surrogate and of course meant that lowered its limits and that case its argument was well but that's what we always intended limits were wrong what was the allegation your honor the allegation contentions were made and rejected by a panel of this court applying california loss to know what you're alleging is not a modification after the la if you want to go back in other words you want to make that aspect of it has to be a reformation of the contract and you have to prove that by clear and convincing evidence you're not allowed simply to say that that's what you always meant california last night on the whole both to ride roughshod over the rights of the other insurers given the way california law has developed with insurance law where you have multiple insurers and multiple on multiple insured insuring the same event for lack of a better term without getting into a fight about what we're talking about there's always the opportunity for there to be an argument that somebody is getting going for somebody should have to cover or you should have to cover first case is a fairly i would say legion but there are unfair number of them for example one case where there was an argument that the intention was that the letter of the properties policy was supposed to be accessed over the life seems primary policy that's the commerce and it's reverses job insurance case the california argument starting out the parties no parties to a contract no of a mistake in the contract yes and don't change yes at that time then i couldn't quite follow what you were saying was later changed it what i'm saying over time your honor is that while the parties are entitled to modify their agreements going forward prospectively if they intend to modify it to argue though this was the contract as it always relied upon by commerce and society for example i know this is an old case but in pearson versus mccain which supreme court case back meeting sixty's the issue there was a creditor trying to enforce a payment agreement to deal with this not only direct fraud but that over time people might start remembering things in a way that is more favorable and i would it's a contract they wish they had made if they don't what was going to happen down the road but as a rule of law  aren't you taking a lot of people on frivolous trips to the courthouse in other words in our factual setting and i think you said maybe the parties knew have a contract were written presumably and they knew the contracts didn't reflect  and then they don't do anything about it for four years you're on it for x months no years and when you know what happened it'll someplace in there according to you something triggers and passage of time alone drives them to the courthouse to modify the contract and but at that point there's no disagreement they go to secure a court in california and say your honor we have this case both of us are played us we don't have to defend this we agree on the result when you hear our case not true your honor which triggered in this case the requirement and the issue occurred when mr cardenas was injured at that point the written contracts of insurance issued by american casually in st paul all both made givens in read and granite construction both insurers under both policies under california law both insurance policies were required to respond there was in fact aggrieved parties the aggrieved parties would have been american casualty having to contribute supposedly to a loss that proof not of detrimental reliance is matter of fact reformation cutoff or alliance if in fact you meet the three tests for reformation the fact that other people may have relied on those written terms doesn't matter that's why relian case you're going on her own standard of proof in other words that when you get to court with american casually they're saying that these two people we get what you say and what you say is this contract doesn't reflect your case as after september nine hundred ninety five would have been american casualty granites and st paul keep in mind your honor that this was in the fire on these issues in december of one thousand nine hundred seventy they knew full well that there was a dispute with st paul as to what the written terms of the policy were they took no steps to correct no steps to change they made no effort to try and reflect in written terms what this contract was supposed to do and intended to say after they had lived with the colluding i think we argued at the time that was one of the defenses but it wasn't and didn't the judge rejected it i think it was rejected because he found it was a voluntary reformation your honor right i'd like to reserve the rest of my time right that was what everybody understood at the time so that's one protection that's according to so called innocent third parties that might be affected by a modification the other one is this doctrine of the stop i understand  witnesses explain why there was a delay and it has to do with just complicated nature of writing insurance for a large corporations keep in mind that this american casualty policy was renewed as of october a read on the american casualty policy so why she wanted that she wanted it that was enough as to premiums the california courts of all this it would mean if they weren't insured under the same poll policy american post or whatever it is well they already had american insurance they already american casualty insurance they didn't need another primary policy but they wanted to be on same post policy and they work so did the american policy limitations the voluntary reformation in this case and make no mistake the court found this was a reformation it into a modification it said this is a reformation and every california law as the court interpreted it voluntary reformation was old institution that used to exist between insured to companies and mutual insurance companies where they got together an arbitrator colby's coverage questions and kept them out of the courts whatever became of