then we'll move on to our next case which is  of directors showed amazing confusion whatever they you know whatever the policy says they want buck to have the million dollars if it was if the money should go into troyer well they would pass it on to bob so it doesn't matter where they got directly there's this different ways to read veterans tripped or earliest in the audio about what happened at that meeting but i think the important factor from from our perspective is that the confusion at that meeting was caused by united before that meeting ever happened then holtz who is the majority owner a board member the president of a company called united and asked you not as he was required to do under the insurance contract he called united and asked who the beneficiary was up until that moment there's no question that united screwed up the question is what what harm was done if they wanted the money to end up in box pockets that it doesn't matter doesn't whether whether troyer should have given it should have gotten the million and give it to him or go directly to him very well i think that's the essential issue of fact here your honor because i don't think the record below supports the idea that dan holtz wanted the money to go to dave bach then holtz thought based on his conversation with united that buck wasn't titled to money and been so what actually happened at faber will text consequences for troy or troy or as well completely which is a little under that interpretation of the record if troy or had intended the money to go to buck regardless of who the beneficiary was that would be true and perhaps that's a reasonable interpretation of the record but i don't think it's the only interpretation of the record i think another interpretation of the record is that dan holds believed  to a certain point the troyer products was the beneficiary he was told by united and believed by united not only that buck was the beneficiary but he specifically asked about whether or not united had in its files remember that united has the files that count he specifically asked with united had in its files and executed change of beneficiary form no change of beneficiary form united files means no change beneficiary so dan holds based on that information believed that buck was the beneficiary had he known that there was a change of beneficiary form the result would have been different and that's our fundamental position but told him that five times you don't doubt that anymore now that we've got the tra executed copy of the change of beneficiary form troyer and holds had not seen an executed copy they didn't know exist existed that's why holt's troyer asked united who the beneficiary the transcript i don't see the relevance holds his testimony it's perfectly clear you have this statement by clarke that the check will come to troy or but it will foul up their books earlier in that same meeting holtz does say that he doesn't have a dog in this fight that he's not interested because he's already talked to united he knows that according to united a lie what the policy was originally arranged the plan was that the money would end up with bob so bob could buy out holtz bought the company in two thousand and five on the books was what he believed was an insurance policy with a million dollar proceeds going to try for the problem is that dan holtz didn't have the opportunity as the president of troy the majority owner of tried to take any issue with what was going to happen to this whatever the plan was in two thousand and three then hope it wasn't involved in two thousand and three and wouldn't have known what the plan was or whether the plan had changed there's no argument in the record no evidence that were reason why troyer should be bound to that plan because that was ron clark's intention in two thousand and three that intension could have changed the ownership of the company changed the problem is holtz didn't have the opportunity to make that change he was because he was confused about who the beneficiary was because he was told by united that dave buck was the beneficiary our position is that if you look at the record if you look at what happened at that board meeting there is at least a possibility a way to read what happened there that says that if united had said something different in december two thousand and eleven before that board meeting if when dan holds had called united had said is the beneficiary our position is that dan holtz and troy would have done everything in their power to get that money but they did not because of united's misrepresentation thank you our that's why we believe this case should be please the court brian jones for united of almost all the district court got this one right based on both facts and the law fundamentally what happened here is exactly what troy or decided should happen here it's not a case where the insurer refused to to say i had some difficulty finding a waiver waiver depends i would have thought on a formal resolution adopted but there wasn't any formal resolution there was this discussion apparently everybody was in agreement that buck would get the money eventually but there was no resolution difficult word says well in indiana you don't actually need a riff and then for that it cites corporate waivers by boards with no resolutions well when we look at what we know really stands on formalities in many ways it does but you know this board actually affirmatively decided not and so so as a matter of corporate law it seems to me the district court's opinion is by the questionable but as i say troyer hasn't raised this issue on appeal but we look at what the elements of waiver are there the well established known legal rights their agents they act through the board and well you know i don't want to repeat myself because this doesn't matter to this deal but it looks to me mark troyer a very good grounds for appeal which you didn't bother to any information he got from united during this meeting you would think that we the type of thing that we know large a company is trocaire it's around i think twenty employees at the time or so this is a small company it's a small so probably formalities of corporate signed it and sent it in back in two thousand and three so he knew that and they've but had one hundred percent complete accurate information not only about what the beneficiary of the policy was but also why the policy was put the place in the first place who the original beneficiary wasn't why it was changed to troy or punishments and they knew they had a legal right to collect the proceeds and they decided they would make that money go to book which it did that satisfies the elements of waiver  and i think that speaks your point when you mention the revenue numbers that a million in this you know three point four million dollars annual revenue of the testimony the record showed around twenty eleventh around five million well and additional million that's a pretty big hit and that's why the all the directors were adamant that this money is to not hit the company's books and so when they had the knowledge they intend they intended to relinquish that right under in the in the law the district court also made the right call on the bad faith troyer argues that it ought to have some type of special status as the owner of the policy and in the end of has decided form very nearly ten years now that beneficiary of the policies do not get to sue insurers and tort they no special status as the majority shareholder when he's on the board of directors or nor as the president of a company and as the president of the company the one who initiated this litigation is of course bound by the decision of the board of directors which was that they book was to get the money in the first place when he initiated this litigation under his implied presumed authority he had as president they of course took the opposite position and it's worth noting that at no point at any time in this case has any of troy is active complaints bother to even mention the meeting even mention two items that the board meeting and the decision at the board meeting so this is simply a contract case which is why the defense of waiver was relevant to whether or not the contractual provision can be enforced board took a vote or whether the motherboard was which it was able to waive this we did very clearly argue both below and here that what the board did this conversation that they had was in action and silence and therefore insufficient