unconditionally guaranteed to make the withdrawal i said liability assessment by the fund go away if the greed to a new contract the local it found that this issue was preempted by the way the local back to the court found the contract formation was within the purview of the jurisdiction of both and a lawyer be and the courts it could you just step back and talk to the general course of events here in the nature of the claims you have a breach of contract claim a breach of our negligent misrepresentation claim a breach of implied promise of indemnification and they're all based on that one interaction signed the agreement and will the withdrawal i believe it will go away it seemed to me that they were different approaches is that fair and correct or on the up and theories for the existence of a contract when the federal level and a couple on the state and the district were basically found that those that that was the war on the nature of the relationship between the orchestra and the union as i understood it and really sounded more under the n r a in terms of a failure to bargain in good faith suit turns solely on violations of good faith blogging or the duty to execute agreement which would trigger the n l r b is exclusive jurisdiction max complaint does not request that the union be ordered to execute agreement your tort claims your state tort claims and i think that's what the district court that might distinguish this from mack and why we are dealing with a preemption issue that's and kind of person in the lord be with one of them not to enforce the completely ignore the sherman's initial letter to the to the to the trustee advising that we if if if the withdrawal our ability doesn't go away pursuing the s american arbitration association pay a filing fee that's the initiation same as initiation of a lawsuit is you file a complaint and i think not just a threat or a demand to tell us what to do you have to actually act on it and there were rules in place and i i think your honor was referring to the seven certification robyn's but in that case the court and the other subsequent courts have ruled that way have failed to distinguish between the statutory that there is no contractual relationship two and a recent demand for arbitration in the rules and regulations for arista cert there's no you're saying there's no relationship with the what withdraw liability accrued under there's no longer a contract if there's no more a contract you can point me to the contractual agreements procedure of the collective bargaining agreement or the funds internal grievance procedures when i panned all those rules anymore but one student there's plenty of law also saying that if an arbitration agreement is entered into by parties that that is may be enforced even after the formal expiration the agreement it's a typical clause that survives that that expiration or termination why does that court one issues mr sturm cites a case that's not in his brief i wasn't notified that he be relying on a rd circuit case in therefore i'm a bit surprised i think it would have been company on him if he discovered an additional case while he was researching preparing for him to advise his adversary that he's for law and not it being that the case i think this matters entirely disposed of by carmen as your honor has pointed out the facts and circumstances emanate from a negotiation for collective bargaining agreement and will take the facts as mr stern presents are as true as we must certainly i have a different vantage point about what happened during that negotiation but i don't think it has to go any further than the discussion that we're having here today the statements made during the course of the negotiation to entice a party to enter into a collective bargaining agreement that may or may not be true constitute bad faith bargaining and that's what judge total found that the crux of what had happened here was  statements made that if you enter into this collective bargaining agreement we will take steps to eradicate that which were all liability that's been imposed against you show one thing i wanted to point out your paying under the collective bargaining agreement that was existed and because they stopped paying the fund which currently isn't critical in the climbing status imposed withdraw liability but even before they did that they gave the show me every opportunity to pay a quarterly payments to make it right and to add insult to injury in shoma did not properly initiate arbitration where they could have raised all of these issues the nd thing is m not to be one germane to the circumstances there was no strike there was no circumstances that would give rise to labor dispute and therefore the fun found that there was  expired and then we were in the process of negotiating for a new collective bargaining agreement and to say it was hard bargaining would be an overstatement is very difficult and i assume this particular facet club the field is dying out it's we call it the jewish club they feel it's it's non secular and so we were at the last session and we were about ready to ink the contract and one of the principles of the show mrs o and then we throw liabilities going to go away and statements remain regarding him for a liability i don't know if it's necessary to get into that because they were my statements and i think it was something to the fact that the union will support your efforts once you sign the contract you're now  here no i am not there was an e mail that was sent and it's part of the record basically saying we've entered into a collective bargaining agreement we would like the fund now to expunge withdraw liability that was the extent of the promise but the fact of the matter getting into whether there was a viable contract under section three hundred and one it's it's it's well decided in this  i don't have the year for that but this court said that a letter agreement that was sent by an employer to the employees his employees making certain assertions and promises was not enforceable under section three  this agreement is even less so because it's not an agreement pertaining to the bargaining unit it was a statement made during the course of collective bargaining at the very end regarding the consequence liability and the way i look at it and shoma in order to try to get out of this obligation that was their own doing as now trying to pawn it off on local eight o two so that they they can  afternoon the court is properly stated the law with regard to initiation of arbitration under a recess where consistent with the i don't know if you have any other questions for me that's enough thank you mr marsh you have three minutes mr stern three minutes people mr morris made certain factual assertions here that are not necessarily relevant because at this stage in their complaint was dismissed without a trial so the allegations of the complaint must be accepted out we won they caused the fire fund to withdraw the demand for withdrawal liability on the grounds that there was a labor dispute a labor dispute does not have to have a strike it just means that there's negotiating a new contract but put that aside arbitration i would like to point the court's attention to to the various provisions of the code of federal regulations which minimize the obligations in terms of what it contract to that and the proof of the matter is if you look at the statute the rules the rules say that any provision that doesn't provide for equal payment to the arbitrators fee is per se unlawful unless it was entered into voluntarily by the parties after the demand for after the session to the withdrawal i believe came out thank you very much whip we have your papers law review your briefs and thank you for the reserve decision