brock out of the seventh circuit has alluded to it indirectly and it goes to the number one core property interests that the pm plays all about and that is the ability of the independent dealer to market a brand of gasoline at a particular location and that's a relationship that's g m p a protest and if you read the full body of case law out there and i've been with the statute for twenty years if there's one purpose that's protected where just like this case sharon goes out aggressively tries to purchased the dealer's business because the critical or property has been labeled long term strategic in fact if i were chevron dealer and someone told me my very next day they're trying to get the property that and within nine days they have an internal meeting with the vice president of marketing also a person in santa ana or wherever there are fist they bring someone in this it's got to have a convenient store you can of use we have to throw one point three million dollars into the exacting the fact that that's not good enough reason to kick out the dealer that you want to convert if you don't have a pm p a right to just kick out the dealer in turn it into a mean you're leaving you have to give it to him that's the option to continue technically it's a right of first offer and a right of first refusal it's a procedural diffract it's an essential condition to invoke in this part of the p n p a but more way he played it at first he never made any offers until after may first two thousand and one so within thirty days of the non legal thing he only did that because chevron purportedly quit trying to buy it they want you to they've helped a little bit here maybe not as much over there but i don't think that that matters i think what matters is that the franchise or had a plane and to misappropriate this past that and implemented and broke every single rule sitting right where it wanted to be and it paid back rent is that circumstantial evidence that it never did in reality control over the property i don't believe it is you and i think with the into the means nothing more than once i think even when busing offered more money they rejected my saying i don't i think that is an indication that that was not be true but the bottom line is that chevron was not controlling the situation this was nice rich decision who it was going to rent chevron in good faith attempted to negotiate only it encouraged the dealer to attempt to negotiate a plea because it couldn't determine how it was going to turn out and on may thirty first when the lease expires and there's no doubt that lease expired would necessarily have to be a trial and damages but any any standard that either in jack's at an element of proof or a franchisee was again is ironic because we're dealing technically with an affirmative defense under the m p s the franchise case rests when he or she proves a non renewal or a terminations everything else shifts to the defendant as an affirmative defense to show that they fel within one of the justified means for terminating or not renewing and followed the procedures in doing still to establish a standard kind of by reading something out of the senate report passage which doesn't even use the falling on my client's shoulders of proving collusion conspiracy concerted action are all very difficult to to prove all i have to prove is that when they give notice to nonrenewable saying that the underlying lease was ending and they were moving on in work they never had an intention then or otherwise and the proof is in the pudding that because they ended up in there and everything else is riddled resting but the legal standard should say what was your justification loss of the right to give possession and what was terminations of the underlying has been moving and collusive and maybe it's because two people can't get together to do the deal i mean what's the magic of may thirty first if i'm an underlying landlord i may want to drag it out for two months to get a better deal if the negotiations drag on her another week another month that's just to spend the effectiveness of the non renewal if you stay in there you reinstate the franchise to a server argue that the pm peate leads the franchisee high and dry wants to relationship contend that the only evidence chevron has introduced beyond the face of the document is that they didn't want to be binding but there's no evidence they told my individual i find that this was a binding everything they did lead him you don't have to sell your house and so i so i get my final you get your financing that's you know you're not bound to yet conditions satisfied there is poor conditions to them are satisfied they got their new lease twenty years from a switch they got their permits to rebuild which they haven't done anything sign up because again twenty years in the practice i know what it looks like that that was just that the big deal is the letter agreement may twenty second the other stuff is just formalities and the cases are clear that the obligation can be formed earlier and thank you very much