an r w with a fifty percent equity ownership stake in the highly successful electric through dance music festival which is now an annual labor day weekend extravaganza at new york city's own  not judges if you do this for me because you've hit it right on the head and in all respect to the district court i think you got it wrong i think he was too quick to rule with respect to this but yes it is all there in the complaint if you look at paragraphs twenty eight through thirty five of the nd amended complaint where he dismissed our cause of action for the ownership agreement which is at a one hundred and nineteen thousand one hundred and twenty two and if you look at with quote unquote dismissing or a nd amended complaint i just think he missed it completely and was premature because if you understood the history of this agreement there were many many negotiations damages that are involved here but me i anticipated that you would ask me this and again i go back to the core paragraphs that i've told you about the book what the court documents but if i can just take you through it the there was you know because of the history here and remember in the record here you had the plaintiff and the defendant had a history they had been five thousand and fifty point partners in a nightclub here in new york city there was a history here for the negotiations that one for which i clerks is you know when you look at briefs and one side takes you blow by blow through the documents and the other side doesn't the side that's taking you through the documents probably has the better argument now if you can take me through the documents and explain things which it calibrates he was asking you we all agree as you just said not a pretty picture there was not one document that signed sealed delivered very neat lays everything out so why don't you tell me what the financing agreement that went to right this was a pointless trip agreement to let me do a partnership agreement not just for two thousand and nine but a partnership agreement forward right so judge calibrate see as you take us through the documents show exercise your option fridge to two thousand and eleven way or the other within thirty days after two to two thousand and nine you there is an agreement for a joint venture of an indefinite length what do you make of the fact that he has to exercise an option to be involved in two thousand and the only one who had the option and that was what the profits agreement was which is exhibit age was that if my client decided that he wanted out and wanted an exit strategy he had it he had do so all right to do that and actually exhibit a in option agreement for two thousand and ten sounds to me like an option to opt in for two thousand no w it was time it was topped out and again exactly what makes you say i'll tell you i'll tell you exactly because if you read if you go through and read those e mails that i've stated to you and those sections of the complaint that were before the district court what the only term that was left open after this e mail exchange that i just described it just as flint was one point what would happen at the end of two thousand and nine if after that festival and what the parties sit and listen they knew this was a start up they knew this wasn't going to be profitable wipe away but ok so so now you're saying that then we have to look to understand this aide to nineteen right which is the big letter agreement correct but i thought it was your position that that big letter agreement itself was only about two thousand and was only about one point that was still left open which what i read to you which said tell me what you want to do if we don't make money in two thousand nine you want to end or you want out your exit strategy you can stay and that's in fact what happened judge lynch my client stayed in his money stayed in the in the venture in two thousand and ten and just to complete the thing if you look and it's in the record if you look at the financial statements nowheres what twenty million ninety two thousand and ten exchange equity investment he stated in two thousand and ten when we're at up down what we're supposed to conclude is that there was an oral sorry then you answer that there is an oral agreement that is not reduced to writing in any way that they shook hands on a five thousand and fifty joint venture indefinitely into the future with an option ter that spells out this one little point that was left open in enormous detail in writing and that's not the only agreement that the parties had that's just a little clarification on something that never got written down now they don't sign that they never signed that agreement it's attached to an email they with the and that's what the district that's the whole problem here and that's what the district court there's nothing sign the district which got it right e mails e mails which set for what the material terms of an ownership agreement can be if you actually look at the facts they have alleged in both of their pleadings that issue in this case and the documents that are attached what you will see that those documents not only do not support what they're saying but in fact contradict it and it's well settled law that when documents that are attached the complaint contradict the allegations the district court is not required to prove in this to be a real lying with respect so i believe they were applying new york law at this point the plaintiffs have made the motion under new york law to the extent that there was a choice of law provision i believe it was waived although i as was briefed in the district court below i don't think that the result changes the latest iteration in the th amended complaint a kind of clear statement that we did have an oral agreement that was separate from whatever be embodied here that is true although i'd like to correct a couple things st i think it's really important to know that they have played and repeatedly argued in all the transcripts in this as well cited in our brief that be unsigned letter agreement august document was accepted by that e mail they are not saying that that agreement is not in full force and i mean let me just  this argument that there were two separate agreements which is what is being made now was vet argument ever made to the district court it was not a process that argument be made to us now for the st it was not made with respect to the nd amended complaint eleven agreement was pled they did plead to agreements in the th amended complaint the argument that they are making now has changed a little bit but they did claim that there were two agreements when they moved for leave to file the th amended complaint yes leave to amend but if you know the part of the problem here and what they haven't addressed in their papers is and it doesn't matter whether they're say there's one agreement or two agreements because if there is two agreements and they're claiming that there was a prior collateral oral agreement they run into two problems st is there was no separate consideration they are saying under the letter agreement we were required to pay you five hundred thousand dollars and in exchange for that we got fifty percent profits in two thousand and nine only and the letter greenman also provides that defendants owned all the rights related to the festival the defendants had all the management rights plated to the festival and provided repayment that they had to be repaid in a certain time frame or out of profits from future festivals they are also saying and they say we paid the five hundred thousand dollars in the th minute complaint big plead we paid the five hundred thousand dollars then this side thing comes up which may or may not be binding i don't know so i agree that they've implied that but frankly i think that was one of the things we raised in our brief that i think the way that they imply that timing if you look at the facts that they're alleged then complain is completely false so the alleged oral agreement well st i'm not sure when they're saying this form they said there was a conversation in february they argued that was negotiations then they said there's this e mail in july which by the way doesn't contain the word ownership and also doesn't even contain the promise to pay five hundred thousand dollars both of which i would imagine material terms of this agreement they paid one dollar payment at that point part of the five hundred thousand dollars then the aug th e mail the plaintiffs himself e mailed my client a draft and said is this ok and my client responded back yes looks great let's you know let me know what i need to do to sign and had a couple typo corrections and the judge found that was a sufficient confirmation and acceptance of that august unsigned letter agreement he was saying he's accepting the unsigned letter agreement so no there's not two considerations and i don't think the timing presents a problem there is a portion of their brief where they kind of say oh there was consideration in march or april i don't remember the exact page that's on but that's things that even point to our february conversation which again they argued extensively that was just negotiations and then this july email where they said where mr vander said let's move forward with the five thousand and fifty offer but we want you to exercise your option i also no is extremely important to know that also at that time at the time that july e mail was sent there had been a prior draft of the august unsigned letter that was sent on june th and that is in our special appendix it was referred to by them in the pleadings they referred to the earlier draft of the agreements and we have submitted and they have not contested that it can be considered by the court the reason why that is extremely important is because the june th draft actually did contain an option it contained an option  it special appendix eighty five dollars and if you look at paragraph six they had a right to invest it and this was a this was taken out of the later document i want to be clear but it said they had a right to invest in electric  on page eighty six dollars it's paragraph six so if you look at this this said that the exit the option that allowed them to reinvest at the same level they would have had to put more money in and that's what was being contemplated here had to be exercised by january one tw then two weeks later mr bindra sends an e mail that is talking about a quote unquote five thousand and fifty deal and wanting the option exercised in a shorter timeframe so i think it's very clear and i don't think that there's any factual ambiguity here when you look at the documents even according them reasonable inferences not on reasonable inferences i think it's very clear that the parties were negotiating this unsigned letter agreement at the time and that's those july e mails were discussing that and the court properly ruled that the august draft accepted their allegation that it was agreed to by an e mail responding saying thanks this looks great in august thank you very much thank you your  consideration was the profits and again as you go back to where i was if you go back to these e mails saying to me the five hundred thousand had already been paid that i mean you know there's no question but what via other side in exchange for getting rights up to fifty percent of the profits it gave the money that defendants didn't have to go rent out randall's island to higher orders to go do this thing and to start this to venture and get it off the ground without that five hundred thousand dollars has been already been paid but again let's talk about one of the eight which were not paid back an initially after two thousand and nine if that had been the case they may have a good argument but they don't and it doesn't because the documents don't lie and again i go back go through what i've been asked to do my client's money stayed in electric zoo festival in two thousand and ten they had the use of those funds they needed it because two thousand and nine lost money we always into they were always in two separate it that would happen that's what happens when you start upswings but i'm telling you there never would have been  festival without my clients five hundred thousand dollars those defendants didn't have a penny to do with thing with this they had a concept but they needed the money and to that the fact that they had this long standing friendship they were great friends that's why  did this thing that's why it's so sloppy i listen believe me i look we sure was easier for all of us she had today but it's not this is not an easy argument for me but you know what i was title says sometimes there has to be corrective justice now's the time to do it this thing is wrong after two thousand they knew what was happening in a small what happened in two thousand and ten while my clients money which to win this thing and by that time they came out with a strategy they scheme to try to get my people out of this thing the record shows they were from twenty percent  from ten percent they were from three hundred thousand dollars why they knew what was coming on down the list and i don't understand electric dance music maybe my grandkids will to describe it to me but the thing became such a big success that in two thousand and fourteen it and then they then they went into bankruptcy which state these proceedings to we had a money is that's another thing all i want is it dana want to let a jury decide whether these documents say what my clients say they are that's the justice i need thank you