claim here is that billions by exercise their control to cause carolwood to breach its contract it is not an extension of oregon law to apply the duty of good faith and very willing in this case contract here feel we had a duty of good faith but used his control to cause carolwood to stop paying royalties and he frankly admitted that he wanted to renegotiate this contract so he stopped paying the royalties to bring this to a crisis in the meantime carol we continued to enjoy the benefits of the license they were selling products under the license and bailey continued to receive his owner's share of the profits this case to explain why it is controlling this issue in the case of the plaintiff mr pollack built new homes through his company r m p for parties to the asset purchase agreement because the business was worth more than the sales price of pollock stayed on as manager of h p and had the right to what they call their earn out based on profits in excess of a certain amount in a section of the contract one point zero six recognized that the earn out created a good faith obligation for certain pacific h p to provide substantial financing for the business so that he could then sell more homes and make more profit and then current more money thereafter porton the parent corporation directed horton portland profits for pollock to receive anything under the current house so some complicated facts that it really boils down to simple claim that the parent corporation took action limiting the subsidiaries purchase agreement and have an implied duty to perform in good faith even though it is not subject to the expressed good faith obligation of section one three for those checks fortan was fully aware of all of the circumstances that we previously care and family owns if i got and by and bailey controls all the corporations he admitted that everything was his decision so i think this case is completely analogous it's on all fours and  oregon law recognizes that a corporate officer can direct his corporate entity this corporate employer to breach the contract to which the corporation is a party but he is that i also think that the horton case makes clear that the argument put forth by the defendant is is not correct the defendants were saying that the good faith doctrine has to somehow be tied to the expressed obligations of like to spend some time talking about the other issue which is worth the evidence in the main agreement that the annual two hundred thousand dollars payments are in consideration other than for an ongoing the two hundred thousand dollar payments are part of the expectation of the contract whether they sell product or not so why don't you just leave it at closing and let them keep it stable ship still selling product and competing with our legitimate license third distinction between the royalty payments to try things and then once carroll is in material breach that for failing to pay royalties and in fact saying they won't pay any more it's the plaintiff breaching party has the obligation to treat the contract and continuing in existence and sue for damages but you know i don't believe that's a black letter law i think the black letter law is you can yes you can terminate the contract but by terminating the contract you do not waive your right to sue for the damages you would have received had the contract been you're not required to keep the contact him place were what would you sue for under the royalties you have a feather expectation that they would sell based on their prior perform a song for two years that they did perform and you could go ahead and sue for those yes and the small amount that we would have claimed there would have never to have to go to trial through the amount so we made a decision not to ask for those damages just a two hundred thousand dollars payment yes we could have also asked for situation but it does not mean a plaintiff cannot get the damages if w i believe that's the law the expectation damages under contract law know the corporate executives of a corporation so i having signing on to an agreement and then turn around within a year and then acting in that same capacity because they signed in that same capacity just perfect office or decides that the corporate entity should breach and let's make it even more arguable argument to be you know blatantly reaching the agreement and you're saying that the reasonable expectations of the parties at the time of the agreement were that you could very well do that that was exactly what it was all about but again you know i think it's important here that experiment corporation a corporate entity that person but he's got a corporate you know as an individual identity and in this case you're actually in for some individual obligations and what you're saying as i understand your argument is that because he signed the contract negotiate for the corporate office or to guarantee the performance by the corporation and that was not  and not as if you're into war but that is basically aspect of what they're furious because of what they're basically saying is that when a corporate officer controls a corporation they can be held liable on a contract for how they do through which the operations would be conducted and as part of that the horten a subsidiary there was a profit sharing arrangement excuse me in which horton and pollock shared profits they obligations relate directly to the claims and brought against them nothing related to the ongoing performance of the license agreement which was also part of the settlement agreement you have to pay the two hundred thousand very strict so it seems to me that it's not i'm trying to force which is one of the benefits of having a license in this case then there is not obligated to make the payment and that's precisely where royalty years which is a payment for getting a being able to collect royalty payments from caraway so get both both the government sponsored monopoly benefits and the benefits and the contracts and oregon law and dow chemical both say you have to make a choice you would have been if they would not have started to exclude your competition if you had figured want to know the words if you have continued to operate under the contract you would have been able to make use of their holds you responsible at least for the payment that we made and if you want to go for a little two hundred thousand dollars that is your home for those within your control not their i think i can clear up a little bit of the confusion about this last year it really doesn't matter whether you call this two hundred thousand dollar payment a royalty or a contract payment or consideration for the contract the issue is whether license agreements or some other type of license agreement once it's terminated if there is a continuing sale under the license that's million frenchmen and then you have to go for ha don't whether it's a continuing whether it's an obligation under this agreement because it also does have a contingency under twelve and thirteen does that change in any way bailey was sued in your original case and he settled and in the original case the position was the patents were no good and then they settled and i sort of like give us a license under the patent so there was a consideration for entering into the settlement agreement whether you call it like we say damages under the original case or whether you just simply say it's part of consideration for obtaining the license it's whatever it is it was an expectation claims to be able to see that when until the contract was terminated it still had a license so for all that time it was selling but not paying royalties i think and harming we have a legitimate licensee who pays royalties so these two companies are competing and kara was not paying royalties they're undercutting the company that is paying royalties and finally got to the point where it had stopped and we terminated the license but the damages those are based on the contract to that point