just going to try to point out a few critical things that shouldn't be lost in the mass of details and hopefully answer a question my path one thing that stands out is that it all face in this case to my mind there's never been any credible legal justification for the basic facts of what the government did here and i believe that's also going to be the case at today's arguments we had a a small disadvantage contractor in the work was literally and brazenly stripped away from this person in reassign apparently sole source to a large business and there was no terminations for convenience payment not one cent was given to this small essentially almost a sole practitioner a small aide a contractor for two years or ten months that's half a million dollars that was held for two years and ten months from a small contractor who had lost a one point four million dollar contract that was arbitrarily the work was given to a large christmas system and bust a guy i don't or potentially dispositive case the first being the release with respect to triple zero four contract and the question of whether the government had obligations to your point above and court below i do have some factual problems with their decision but even their decision found at this contract was not administered in the spirit of the a program so they're essentially fighting something very close to zero a breach of the duty of good faith and it seems that they overlook that alone satisfies the coercion requirement it doesn't have to be a threat made at the negotiating table but here's the here's my problem with that line of analysis and that is this that normally if somebody settles especially if they settle for a pretty good chunk of change it is because they have legal problems and they perceive in their position and that need very well be case in this case that the corps may have decided we have not handled this very well let's just settle it and we'll have to pay a pointing to the problem your honor my answer that i understand the court doesn't want to open the floodgates here of anyone that feels they were mistreated and now get out for release i think what the difference is is that if i am innocent sat down with the corps of engineers and nine hundred ninety four when the work was taken away and come to an agreement and signed a settlement so be it they're stuck with their book what the difference is here is they didn't do that they held this open for over two years during which the contractor i would use the word was bleeding he was keeping on staff now he keeping on staff because in the fall of ninety ninety four this is not only on his testimony this is also on colonel graves as testimony they had a meeting and it was strongly indicated to him that work was coming so he couldn't lay people off he couldn't wind down operations he's staying there for two years expecting work with no money retaining staff bleeding and then he comes to go shooting table and i would submit as he testified i think it's very believable he had no realistic possibility of walking away from the settlement and going to trial so i think it's that i'll say the word to that bizarre gap of time is what separates this from you know ninety nine percent of cases where they terminate for convenience they get the notice out within thirty days it inform contractor to you know mitigate his damages lay off staff necessary they put in a settlement and it all began he's moving just as is every other term mission for convenience case dies so it's that special and very very damaging span of time during which he was neither terminated nor really having any work if he actually legally couldn't have wound down because legally he was still under contract zero zero four and he was expecting i reasonably expecting a considerable amount of extra well being mind readers we can very objectively show that there was not cooperation here with him to complete the project was obviously you can't get further from cooperation than what happened here so whatever people were thinking in their hearts the a fact  versus malcolm kearney it was referred to as being a mass there were documents sent to the s b a claiming that he was being terminated because of chain work and there's other testimony that the work did not change in his direct work was taken over and i believe those qualify as sudden fugitive asians they were trying to get rid of this guy it's what it comes down to and i think that a lot of the bad faith cases you look at it's an attempt to get rid of someone those are the words you see and that's essentially what happened here they wanted to that i believe the trial court they felt that even if it was a failure of the duty of good faith they did not in my reading of their decision was they didn't feel that that would be sufficient in any case to be to relief to be to release and they do allude to the fact it wasn't administered properly wasn't administered in the spirit of a program my prostate not just the spirit of the letter and i think that essentially they didn't feel that they felt with the release it didn't particularly matter there certainly suggested language that if that release wasn't there and i think it suggested language that they made they may have felt it fell short of the duty of good faith and going on to the other big issue that you mentioned we have the question of the idea of q contracts and once again it is really question of whether the duty of good faith and fair dealing applies to those after the minimum has been ordered it's a very closely related question community consulting international and obviously when i travel center case our court judge says well i feel that the travel corner the travel center it's sensually the reading that was taken of travel center what was extremely broad she quoted travel center sent surely for the proposition that once the mineral crime amount has been met there are no obligations whatsoever from the government to the contractor and if you look at travel survey that was a particular about eighty thousand dollars under that contract which did exceed the minimum that obviously your i don't think there's any other case where an idea to contract was issued apparently or actually not apparently was issued to make up for the loss of a fixed price contract and there's testimony from colonel graves that he that this was this was this was compensation work and if you think about that eighty thousand dollars at ten percent profit that's eight thousand dollars i ness as last of one point four million dollar contract it's frankly not not a substantial amount of work was issued to him and that's what brought on the terminations was that they were graves ordered this to be done and you go back to work just didn't come in so obviously i don't think there's a any precedent for for an i act i'm sorry are yes but the trial court it could be a situation where the government could form a contract or have them buy equipment based on assurances that works coming castle with no repercussions it could be that there was a personal animus they don't like the contractor because you wears a purple turban no more task orders for men under the words of this decision there will be no recourse that i can see even in that most extreme situation and it almost makes it a little illusory contract so it's a government a tazer right to order these products and services after the crisis in the contract you know the contractor side there's not even the there's not even the trace of any sort of protection not area suppose i'm the government and i have three idea that q contracts with service providers of one sort not the let's just say in a limousine service or an i have three of them because i want to make sure i've got a limousine available to take my personnel to the airport whenever the neat and one of the admin is in services after i met the minimum with each of them and one of them just i don't particularly care for the drivers they seem a little independent actionable but if you don't have an independently actionable cause of action is there any bar to my deciding i really prefer the work i'm getting from jones to the work i'm getting officer simply dislikes someone i don't see what recourse there is laughter under this decision and so that's essentially a license for bad faith because better faith is quite essentially a personal animus against a contractor that results in adverse your honor mitt we support the trial court correctly granted a government summary judgment on two id i q contracts where the government ordered many times the minimum moreover the trial court correctly concluded that with regard to the fixed price contract the message executed a ballot in forcible release because the government did not make any misrepresentations i m s knew all the important facts when to enter into and executed the release and the government did not but we don't believe that the there's a good faith in setting the minimum that contractor has a choice in entering into the contract whether it enters into that contract or accepts it or reject said it knew what the minimum is or that clearly stated in the contract and then hope somewhere that several years down the route he might receive some sort of convenience painting no it's not our position that he should have rejected them but he obviously excepted then and that's what any contractor does when they accept an you contract they understand it their only guarantee is the minimum and if that's not acceptable to them then they shouldn't enter into the contract service or your position is that the argument that there were was some sort of difference whether it was economic tourists who were in adequate information is irrelevant to the entire situation clue to go back to the requirement of good faith in for dealing the for the idea if you contract i don't believe that that is the masses argument that they entered into those idea huge contracts under duress is my understanding that their argument is that they were asked to whether or not their release of contract for is valid  force it was a part of when structure isn't it they didn't get any business under the idea contract to all them at least according to the record will have been promised or they may have expected that would have been promised then what the date is true they expected apparently expected and mr same testified to present a minus testified that he believed he would get more but there was never a promise made and trial court found in its november one thousand nine hundred ninety four i remember twenty second and after that meeting mr sane sent a letter to colonel graves confirming the meeting and stating that i mentioned to space and resolution for this matter that is agreeable to all parties involved which clearly implies that no agreement or promise had been made at that time or at that meeting what do you base that implication that is based upon mr sayings letter which is in regard to the contract forty six he had also already entered into that contract before he even had this meeting with colonel graves it was not the contract fifty seven was not entered into later but the earlier contract he had already accepted long before there was any problems that they're now claiming is to and how does that relate to the issues before us the i think the fact that contract forty six was entered into prior to any of the sh know obviously accepted that that was a fair contract that he thought was in his best interest and took it and knew that the minimum was only eight hundred thousand and it was not the result of any terrestre anything improper  this relationship yes right there are certainly internal deliberations within the government as to what the proper course of action would be and whether it was proper to do it terminations for default or terminations for convenience and ultimately the government executed terminations for convenience i think the main thing that i mess is complaining about here is the fact that the term nation for convenience took so long but the reason that it took so long was that when initially hundred four colonel grayson formed by mass that they would not be allowed to complete this work and that this work would be completed by malcolm kearney at that point they knew they were not going to be able to complete this work and rather than being terminated for convenience they asked the government to not terminate and to try and find other work and modify a contract for it to give them other work the because they were small business the government attempted to honor that request or go back and see if they could honor the request and ultimately the government decided that they could not do that there was no way that they could do that and so they did not and ultimately then in march one thousand nine hundred six they sent out a letter terminating the contract for convenience and then the part that i met submitted a one of the reason why they weren't paid and why mass was not paid and that was that they had gone for work and continued working even though their work plan was not approved because their work plan was not approved i m s could not bill for that work and i mr president admitted that it testified to that during the trial that they had gone forward and done work without improved work plan and as a result they couldn't bill for it and if they couldn't bill for it they didn't get paid and that's another reason why they were there was just kept work this time period that went by when they were not paid this is it's very strange indeed it wasn't terminated they say currently without dispute that they were blatche to remain ready to perform and that since it had us having confidence perhaps in their students is a small business and not having been charged with the fall of any sort there is something very curious about well of this point this in some ways in terms of government dealings with contractors who are willing to bring the resources to bear yes your honor i would like to address what you mentioned about them only in the worker needing to keep the workers ready for the contract they did they were told by colonel graves in november ninety four that they would not be completing this work and their settlement proposal shows that they did not keep workers on for for the purposes of completing contract for for more than a few months they did not keep them on for that entire time within what was the reason for the two year delay in payment that again the reason was that they needed big corps was trying to colonel graves testified to that that there would be he was trying to find other work for them although he was not obligated to do so and that he believed his testimony was that this small business program exists to give business to small businesses and they felt s this work was being taken away from i m s and given to a large business that they would try to find other work for them but it was there no effort needed i seem to recall them in their opinions and discussion afterwards it was made to very briefly i just want to go to the specific testimony of mr graves regarding the meeting in november of ninety four it's quite pivotal on there was a question from mr camarota tribal council you were trying to fill the gap in weren't you i mean if they watched this work somehow you were trying to fill this gap for the last work correct and lieutenant pro grade scripts responded i wouldn't use that word describe the installation didn't want to mess to do this work we were in a program where they were trying to provide work and question well it would have been a blow to them if they termination robinson was i recall the ministry contracting officer in cheap flat out it says stated it was not her job to look for work or i m s and stated that she did nothing to look for work for a mess so it's no mystery why they didn't get any work the contract the officer implemented and contracting apparently which indicated she hadn't really robinson indicated she had really looked for work for a mess and that somewhat resolves the mystery of why the work didn't arrive this no one looked for no one issue it just didn't happen for two date you know they felt this was their contract this was their big break and they were going to be play second fiddle also there was some testimony from their ass because this actually is a tried part tripartite contract with the s b a essentially a silent partner and there was testimony from james branch or was i m s s s b a liaison that he supported them in not taking that he said there was a pervasive problem during this time period with these small minority businesses being used as figureheads by large at the same time they would have really entirely been waiting their rights and giving up and putting up the white flag so obviously in retrospect maybe it would of it would have supplied them with some funding but they would have lost at that time they were still trying to save this contract gavan their money nor did they actually give them work elsewhere in new york as grave sat so i missed the run of the work but that doing neither was worse than doing it either option would have been better to terminate them flat out ninety four or actually give the work during the either of the two that there was a problem there was not testimony from any of the witnesses that said they were doing the work wrong the closest it came was james sherman and he actually mentioned at the plan they put in was too thorough it would make it more likely that water fleet would be caught by the