vically in a minute to the purchase agreement that provides for payment of a seven million dollars hold back upon the final disposition of the texas action a texas lawsuit involving the gaming  the defendant's argument that the party understood at the time the executed them and then that any new gaming proposals were subject to the texas courts longstanding pre approval process that was their finding  permissibility of the modification of the tribe game and that that is found at page eighteen of the district court's opinion there that the court found that this interpretation is the porter by the  meaning of the word per minute which is to find something permissible she then the court did that by saying this conclusion is further reinforced by the fact that the parties understood at the time the executed him in that any new gaming proposals were subject to the texas court's longstanding crew proven process again page eighteen but your honour's the district court's conclusion regarding the party's understanding is clearly wrong in contrary to the undisputed facts in the record indeed at the time of the amended stock purchase agreement two thousand and thirteen the tribe was operating without pre approval in reliance on the texas courts national party vendor exception that was recognized in a modified injunction and you find that at the record in the panic that page one hundred and thirty three specifically set out in the march t determine whether or not the pre approval was required by the switch that being played by the tribe by its national vendors the courts including the next case was that the parties understood that  new games were subject to the pre approval process but that was because that conclusion was wrong the basis for the court's finding that commitment express permission was therefore also wrong the texas court ruled that the exception didn't apply but ultimately eliminated the pre approval requirement may twenty seven point sixteen whether this was the result was a huge success for the  exactly what the court did the admin didn't which is that issue here was result oriented it wasn't focused on what the texas court did it was what was the final disposition what did it explained that to meant to permit usually implies a power to prohibit or prevent but can be either expressed or implied and there's other cases and so because of the courts the district courts in this case is reliant on the improper reliance on what she assumed that the parties understood she concluded that permits meant express permission however when you look direction dictionary definition they clearly provide or express permission or patsey permission you can permit something by simply allowing it to happen and so therefore if the parties in this case intended to limit the word permit to an express permission or something specific they needed to put that in the contract just like in the notice cases that we decided if a party want to limit notice to written notice they have to specify clear law and so the here we have a little bit of a misunderstanding in that the district court utilized parole evidence to support her decision but she didn't st conclude whether or not the language it issues was in vegas so it's difficult and to understand whether or not the finally i would point out that again on page eighteen she supported her decision by saying that it was clearly a mas intent in the go shedding terms of the stock purchase agreement to reduce exposure to rip your honour's that is nowhere to be found in the contract the district court relies on an email in to me of the either before or after the again she's relying on pearl evidence to conclude what they're in can in we believe the disputed pearl evidence but it in any rate the four corners of the document do not mention any risk and in fact the the the  party here amalia didn't did nothing to contract against risk either with the original stock purchase agreement or when it negotiated the amendment to the stock purchase agreement plaintiffs did not claim any genuine issue of material fact exists and neither party claim the contract was ambiguous the texas federal court order which plaintiffs somehow claim constituted permission and satisfied the texas clearance event a condition found the tribe in contempt for operating on woful gaming declared the tribes use of such gaming equipment home lawful and expressly said the court would not a pine whether any proposed bingo activities by the tribe are permissible because the legality of the tribes purported bingo operations is not before this court the texas court not a pining on permissi was not permission it did not provide clearance had bargained for the plaintiffs argue that the district court improperly considered parole evidence but the court expressly based its ruling on the plain meaning permits in the context of the agreement the court did not find the term ambiguous in this context judge abrams order cited extrinsic evidence only after determining plain meaning and said it did so to confirm that there is no material dispute effect regarding the meaning of permits in the amended stock purchase agreement the plaintiffs arguments ignore the undisputed circumstances in which the parties made this agreement and what the parties sought to accomplish and is not reasonable plaintiffs argue that permits can have a passive meaning but not in the context of this provision which requires a court to permit indeed the court the contract makes clear on its face that the st amendment came about because of the texas action in which the texas court would be ruling on whether the existing sweepstakes operations were printed and had a permission process in place at the time of the contract to pre approve other gaming activities those were the surrounding circumstances in which to understand the contract objective lee indeed the texas court order denied the tribes motion to bake the broad two thousand and one injunction prohibiting the tribe on lawful gaming under texas law and that injunction remained in place as plaintiffs conceded on page seventeen of their reply br and elsewhere plaintiffs planets offer no way to determine what's permitted under their reading whether lawful or unlawful the texas attorney general indeed made clear that it would be unlawful for the tribe to operate bingo games in fact the attorney general then commenced a new action in which the texas federal court declared bingo unlawful and the th circuit affirmed thereby confirming that there was never any permission for the tribe to operate  it in conclusion there was no texas clearance event so the conditions for payment of the hold back were not satisfied there is no disputed issue of material fact precluding summary judgment and the judgment below should be  because the tribe has continued to do it the district court in the subsequent option stayed it's stayed at its ruling pending appeals the th circuit affirmed and assert petition is now pending but this a my of bargained for clearance the tribe in contrast continued and  there's a long history here has continued to engage in gaming regardless of the legal peril indeed it was found in contempt in the texas court order and that's obviously a long running dispute between the tribe and the state of texas but that permitting continuing operation and the operation to continue implement pride and not with our equipment our equipment to try terminated the contract with us years ago but the question here the history here is that  recited on the face of the contract because of the texas action and what the what a mile learned m i did not want to take the regulatory and legal risk that the tribe was willing to take a my i wanted clearance and that clearance requires the court permitting this activity in the court never did thank you i have no clue to the question thank you mr todd you reserve t also reiterated what mr sexual just argued that the texas court did not permit it well that's not what the contract said page seven of the amendment specifically provides that of in the final disposition of the texas motion or texas action which permits continued operation of the equipment with or without modification that is different if you say it as the texas court must permit then that implies an express permission from the court but that's not what the contract provides for provides for final disposition and here we need did have a final disposition that permitted that allowed the continued operation of the quitman because that's exactly what happened the purpose of the amendment was to was to determine the result of the action and the result was that the texas court withdrew its requirement for pre approval allowed the modification of the equipment which then allowed the tribe to modify the equipment and continue operations through being a go which it has for years been years so that was so credible that the tribe did not appeal the determination that the sweepstake illegal it was so favorable that the troggs simply modified and moved forward and that was where we specifically meet that finally mr specter argued that  they bargained for no risk but that was not the k if they had done that they could have contractually provided that will only pay it if the court specifically find that these two weeks they are legal that's not what they contracted for they contracted for a final disposition which permits continued operation permits can be expressed or past the in fact in the list of the ten that the new york court stated it's well respected tenure track professor with a major scholarly output until he was a victim of gender and racial discrimination through a rigged disciplinary process after asking a graduate student to leave his for performance the students or to a faculty member that she would make sure dr bangle it or had a hard time getting tenure years later after his peers recommended him for tenure the student made good on her promise and made an unsupportive complaint sexual impropriety five years after the alleged incident dr mengele torres funneled into a disciplinary process that was designed to result in punishment for male students and faculty and even then not provided with the limited protections that were set out by that policy dr veiga latour was never given an explanation of the charges much less access to the evidence against him while his accuser was provided with advisor who actively worked with the investigators to revise the student's statement in light of other accounts the investigators also ignored testimony provided by other students that the accuser had a history of making false accusations and racially and sexually charged statements when much of that testimony came from male students of indian descent or no ruined dr mengele tours career by branding him as a sexual abuser through a system tainted by racial and gender discrimination the district court's dismissal here with eliminate all of title minds protection against gender discrimination from an entire class of persons employed by educational institution never mind the supreme court's approval of a private titled i claim prop by an employee of the school and the decisions of at least four other circuit court and according nor the clear deviations from the political policy that gave rise to an inference of gender and racial discrimination in the disciplinary process the district court also ignored the overwhelming force of the department of education action to undermine basic procedural protections for those accused of sexual misconduct on college campuses finally the court wrongly concluded that the department of education cannot bear any responsibility for  unlawful campaign to remove basic protections for accused students in fact these errors work reversal so that this case can move forward to discovery and your honor is i welcome any questions from the bench thank you mr markham or i'm going to ask my colleagues momentarily that put some questions to but i have a simple  question can you summarize what the procedural irregularities are in the process that cornell afforded to your client we are there were a number of  one of the most glaring procedural irregularities was the with the fact that the investigators ignored the clickable limitations period the policy said very clearly that it was a for act that had occurred and here and here there was an investigation into something that had allegedly happened five years earlier in addition to the policy made it very clear that  her was entitled to notice of the specific accusations against him he was entitled to see the evidence presented against him and he was also intitled to present testimony and evidence in its favor and he repeatedly post questions and evidence for the investigators to consider and they ignored it in addition the policy said that no party whether the accuser or used is guaranteed any sort of advocate any sort of faculty advisor or attorney but here there was a special advisor appointed only to the romantic we may sion should policy well that is that is not entirely accurate and to be sent to cornell has argued now that there was a separate policy other than policy six point four that is a factual dispute and again here this is simply on a motion to dismiss but the record shows a number of instances where cornell invoked policy six point four not a policy that document is just a couple of pages long the pot the procedure that is set out in policy six dollars and as we indicated in the complaint and that's at join appendix page sixty nine dollars policy six dollars says specifically that it applies to allegations of sexual impropriety against faculty just the same as it does students and in fact the investigators invoke policy six point four they did so in e mails they did so in the final report that this is in it in accordance with policy six point four court today and that's the right the private right of action for title line and the district court did not reach the merits it didn't have anything to say about whether or not  claim was adequately pled and so the district court said that a faculty member as opposed to a student is not allowed to sue under title line no matter what and and that is simply inconsistent with the statute and inconsistent with with the law and as we note in our brief the most important case on that is come from the supreme court itself the jackson case where the supreme court recognized that there is a title nine private right of action for a coach at an educational institution for retaliation and certainly the supreme court would not say that if there was not more generally a right a private right of action for faculty under title mine and all of the the courts that have considered that case that have considered this issue after jackson have concluded that it is clear from that decision that there is a right of because there's a title seven general remedy for employment discrimination more broadly and judge starr concluded that because there was another remedy available  he could not imply a cause of action and that reasoning was rejected by the supreme court when it established the private right of action again and in the st place the supreme court said just because there's other remedies doesn't need that there's not a remedy under title nine and it makes a lot of sense when you look versus title seven title seven applies more broadly to all employment situation whereas i don't mind of course applie in educational contests and so on on scrutiny that the district courts reasoning doesn't it doesn't withstand scrutiny it doesn't hold up  title mine for employees is that is that the case so this court in the summa decision recognized the issue