has two primary issues the first issues the implied rescission of a written contract and the second one is statute of limitations i like to begin discussing the first issue by framing the this concept that contracts are extremely valuable and importan the world we live in today especially in the business world it is important that contracting parties have a an appropriate level of confidence and assurance that the contracts are entering are going to be legally binding and when such allegations of implied rescission are brought forth it's important that they are met by the courts with a healthy level of skepticism in and scrutiny only because the concept  consistent with the habits of typical contracting parties people don't go out of their ways to negotiate a draft and execute an agreement a written agreement to then later impliedly rescinded and so for that reason to the concepts that we're proposing here are not novel these are concepts that have been established by other courts in the past the concept that implied rescission the standard for such must be high the standard the standard that evidence of implied decision must be clear unequivocal and decisive the concept that the the conduct that is relied on for implied rescission must be inconsistent with the contract that issue one that makes performance of the contract an impossibility i ask you this the contract is not your client doesn't have his own individual contract with the with the company right it's it was a three party contract and we do know that one the one key farty did sort of explicitly renounce at least in his declaration so that yeah he had definitely rescinded it and i guess to me it seems like that should be the end of it why why would the contract can't stand without that key player being involved and so your client thinking that somehow he can still claim his twenty four point whatever percent of the company just seems completely wrong to me so if you can help me just understand why we're even here absolutely well because your honour's of my client performed his duties right away you didn't know that this other party had rescinded his rights for the contract in fact i mean that you know that's an declaration there isn't a clear evidence of such there's no written document that that that that t is that my client performed what he was supposed to do right but it missed something on to because if so if he had if it was just a two party contract then maybe you'd be in business right but it's not it's a joint enterprise that he on his end of the contracting side agreed to undertake and if his partner decides to abandon ship i don't see how he has an ability to enforce you don't you see what i'm saying now i understand it in one thing to keep in mind is that in this particular case the actual performance  clients actual performance was conditioned on on star buys the appellee here acting first right and they did so right the one thing that starbucks had to do was to provide a physical location for this this manufacturing this states that in two thousand and nine a bass sound did travel to the united states along with honey sheriff to set up this facility right and then there is declaration he states that he left when he actually did this but proof in the record is there about the topic of other than his declaration that's that's all there is you know that was submitted in support of a motion for summary judgment  of credibility and and weighing of the evidence and such but you're not you're not disputing as a factual matter that some in fact did walk away from the agreement right now they're not in contention no we are disputing that your honor we believe that this is something what years right and then in two thousand and eleven for starbucks to come in and give him the employment that he was required to give him pursuant to the terms of the agreement when such agreement was rescinded to begin with right the evidence is our performance not just our performance but the performance of starbucks as well well maybe you can address then this whole purchasing of the equipment issue that so you have this so the issue of the purchasing of the equipment and this kind of goes back to you know what goes into the statute of limitations as well the construction of the agreement right the way it was constructed by the district court it was we believe it was over simplified to being an agreement for the to produce tobacco well it was to set up the manufacturing and all aspects of it and to produce tobacco to a certain level of quality but right it was really just as it was to the end of producing the level of quality yes of course setting up the equipment was one of the things that were required to be done by by us by honey sheriff and then there was the issue of the payment of the equipment you know that was raised in this case as well in the in trying to allege that we breached the agreement and therefore at that point to the agreement was rescinded but that's not the case because we contend that that was a partial breach or was it a material breach it doesn't go to the essence of this agreement and still we dispute that such that happened we have declaration from the sheriff that he did pay for the equipment and appellee is relying on a couple part of the equipment part of the equipment you he paid his share of the equipment and apparently is relying on agreements are entered but one thing to keep in mind the ecu or one of the agreements the export agreement that specifically speaks to this is an agreement that honey sheriff was not a party to he never signed that agreement that agreement was between star buzz used and set up or are only used in collecting dust and i mean that's the reason why they're not producing tobacco today liason thing i guess kathy your arguing for the date being july two thousand and eleven which found he had to wait till the tobacco was produced it was a this is not an agreement to set up equipment this is an agreement to set up a factory and produce tobacco which did not happen until two thousand a lot of and you never in your brief would seem to be states aren't aren't many companies or purchased back in two different places your honor that many companies can produce here the principal purpose of the primary purpose of two thousand and five agreement was for honey and basam to come to united states and produced in the united states if they were required pursuant to two thousand and seven two thousand and seven and two thousand and eight agreement if they were required to stay in georgia and ship the tobacco to starbucks it from jordan how could they be export hundred tons of tobacco from jordan to united states is inconsistent with the purpose of the two thousand and five i think system you don't think there are any companies that produce something and in one country an export and also produce something in the united states tobacco from outside the united states and uses it either to make a brand of tobacco or to mix it with somebody else's some other kind of back at the end to do a blend and all they're talking about is setting up complimentary operations and that doesn't mean that they're inconsistent it seems to me and i'm having trouble with your argument so if you tell me yeah you know you're on a first of all there was a two thousand and five he meant and then there was a two thousand and seven agreement and then parties contemplated to form a new company in two thousand and eight because they starburst jordan in jordan to create the manufacturing now they ever say forget the united states project yes you  it you know they had ample opportunity to also take the deposition of and thus some doesn't say anywhere as i recall that what he's saying is court of conclusory he never says we had a discussion and we decided that we were do this anymore he to come to united states because one he did not want to invest the money and second he had a wife and three kids and ignored want to come to do not a state he was the uncle upanishad rock but honey is one learn everything from tobacco factory in his own expense this did not happen to the contrary from two thousand and six to two thousand and eleven yawner honey acquired tobacco from jordanian suppliers for the starbucks this is not what the two thousand  the your client was supposed to go and find a location that states that that get right yes yana and and he was supposed to supply the equipment and he says he did that and paid for at least part he says that therefore yours also waive that argument but beside said your honor even the i think that really we've i'd like to hear if you don't mind your discussion of the statute of limitations and ye then it is that you think the contract limitation brownell and when it is you think the fraud will imitation out and what statement in the record allows us to find the suggests which is that he says that starbucks began performing its contractual duties soon after he completed the performance in early two thousand and eleven and the filing of the r twenty one twenty nine petition was a sign that would provide him with ownership and interest in the coming months book and why wouldn't that stop the let him believe that maybe he still producing tobacco so until if the if he had showed up in two thousand and nine said ok have a quit the plan let's assume that really was a contract now give me my ownership interest i assume they would have said of course we haven't  it any tobacco ever come out of this plant in two thousand and nine yes for a few months and it was two thousand and eleven so who's right or you are not record is very very clear about that they could is very clear and i think i think just sell about that the productions that that he came to notice in late two thousand and nine and better got fourteen but some say so to some of the production facility star but had already purchased the manufacturing equipment and be says i spent approximately two months trying to replicate the process but eventually came to the conclusion that i could not produce the same quality of the back here as i had a cube in jordan to the differences in ingredients so yes ya know that is two thousand  limitation began but even if you were to follow the honey subjective interpretation in bed i got thirty four of his declaration he says i completed all my terms you know there are really two thousand and eleven and then i one twenty nine was fired in january eleventh two thousand and eleven so if you want to even follow honey subjective interpretation yana he's fraud claim begin to accrue in early january levan then starbucks did not give lot of things about how much he appreciated starbucks and everything i'm out of my time thank you very much what should have been on notice that something was wrong because i didn't right after that they could give you shares at that point in time it starts to run according to the defense why doesn't it start to run sometime in january of two thousand and eleven to perform in january two thousand and eleven they submit the application to offer us the employment we're waiting for approval the application then comes july july is when everything is set up the immigration authorities have approved the application we're ready to or something like that right so so january two thousand level where they submit the application and then july two thousand lebanese when the application is approved he's ready to come to the united states to relocate here and start his employment and that's when he says ok where's my ownership interest and  production as your opponent says in two thousand of any kind of right so so yes i mean once they set up the equipment they try to produce but they weren't able to produce to the greenman says right that has to be you know based on a certain quality i think the united states standards is what the what the agreement says production has to be based on those standards so the big auction of two thousand and nine doesn't mark for this production of debacle that  correct that is correct as you know there's there's no you can produce something with an equipment those newly installed but that's certainly not not product that is marketable and you know ready to be sold to the place not mass production the mass production didn't take place until two thousand and eleven and  not finding what you said was wherever it was but we'll find it ok if the gender thing i want to point out is this this concept this idea that starbucks in two thousand and eight decided to switch from having a factory in the united states to to having a factory in jordan they base this agreement on this two thousand and eight agreement right and but but if you look at the two thousand and eight agreement that is not what it says the two thousand into green meant is for the set up of a factory  jordan not four star bus ride to two thousand and eight agreement i believe a section four says that the owners of this factory are going to be as follows and identifies the parties to the shareholders who are going to be owners of that of th factories starbucks is not one of them there is no evidence that i had one point starbucks said i'm going to abandon this concept of having a factory in the united states and move over to jorgen that's simply did not happen