agreement with the security interest i believe that under the cases cited in particularly allison case which is california which relies on to larry and pulse in order to determine whether or not that agreement is a sales agreement or at you just noted was intended to clarify the process of determining the nature of these contracts not to change the substance of the law so if the law is still good the code was changed in order to make it easier to determine whether or not we have such an interest upon its term it had to be sold either by left or or the last week if you look at the early termination provision it also says it shall be sold by either one or if it's kept the less he has to pay the residual value and that's the key those are the two options you have i mean if we're going to the movie that's it those are two options the problem with your interpretation is that it doesn't say what would happen in paragraph eleven if in fact the last or to raise it because it is it is part of the their case in chief plaintiff's case and she must come forward in some adjustment motion and show under the law under article my it's complied with all the provisions including the notice so and on their papers on the basis of their papers when they got their notice there and on their own evidence where the sales were not done in accordance with the evidence with their noticed they have not met their burden of proof showing compliance in article mind i would argue that the size distinguish will because in that case the burden wasn't on the moving party to present the evidence it was just another argument of the defense which was making in opposition to it here in a critical distinction is nominal or not and in fact all of the goods were ultimately sold for six hundred twenty one thousand dollars so clearly what they were sold for was not nominal they retained significant value and that value belonged to ford credit and in fact when ford credit's sold the trucks and era fire machines they kept that money the allowing the left to acquire equity in the goods that was the entire distinction of the chiller in tulsa cases and the argument that steel raised which was simply because you are required by the lease to share in the ultimate gain or loss because you're required to pay additional fees if you put these doesn't sell for it's estimated value perhaps because of how you used or overused the equipment you're quire to pay that additional amount that doesn't qualify as  i actually believe it has to be sold even despite the language may simply because otherwise it doesn't say what how much the lessee is going to be required to pay at least and and the lessee is going to be required to pay equipment couldn't be sold for its estimated value the lessee has to make up the difference and there's no way to tell what the fair market value was and what the difference would be that the less he's going to be obligated to pay without  here i think the sale was simply a matter of fixing the amount that the equipment and trucks were worth equal or exceed the remaining economic life of the equipment at lease and they still had plenty of economic value left as can be demonstrated by the fact that they were sold for so much programs wasn't hard to renew the lease or become option but to return the equipment so each of those factors ways towards finding a lease agreement and just the fact that it's called a lease agreement as opposed to an agreement creating a security interest and the two additional factors that i back that's an additional distinction that the adults in case happened to pull up to distinguish it's a choice before it but it doesn't have to apply in order for those four additionally counsel raise the fact that it was our burden for credits on summary judgment to show that article nine didn't supply we didn't have to raise everything they didn't apply and knock it down and mean commercially reasonable didn't apply the burden was on the eagle on summary judgment simply because it was a matter of an affirmative defense on common law he had to show that ford credit had not taken say our action was self restraint all choice there was evidence in the record that it was reasonable there was no evidence in the record that it was not reasonable the evidence shows that mr hill representative and in fact they had kids from five different bidders as i recall and the highest bidder i think exceeded the previous ones by more than sixteen thousand dollars and six of the earth hires were damaged so they were sold for somewhat less which was the highest it was still a thousand dollars more than the next highest bid i don't know that there the final thing that was raised on appeal about the sale of the era fires was that for credit fail to advertise them but the law is clear that there's no need to advertise private sale as opposed to a sale to the public at large and there was also some suspicion that for credit may have given the highest bidder preferential treatment but in that section of the breach you'll notice there isn't any citation to the record and it's having a issue and there was no evidence in fact that anyone had received preferential treatment and in fact a low level conceded that the bids had been kept secret throughout the process if there are any questions from the and we thank you i think it is critical that the concessions were made by ford motor here that under their interpretation of this quote unquote lease that the collateral is required to be sold the i guess i just don't understand what difference that m i've never then even focused on that paragraph or see what difference it makes because if you can terminate the lease before it expires and and you have to surrender the vehicle upon terminations the fact that the last or can they must sell it doesn't seem to me to have anything to do with whether it was a sale or not you had no option to renew you had no right to buy and you only had some kind of equity if it was an early termination not as it were terminations at the end of the term off on whether or not it's required that the collateral be sold that's exactly what we go through that u c c you find that there's no it's not conclusively a security interest then you go to the meaningful residual test which is the key  required that the collateral must be sold at the end which ford motor has conceded that is what happened here then under addison and there's there are six cases from all over it's time that the key there is if it says that the property must be sold and then what happens is the less or says ok let's look at how much money i got you know if i got less than the residual amount in the least last week you have to pay me if it's more you get to keep the surplus that's a sale painting money if i don't get this there's a loss on the sale or if there's a gain i'll give it to you that is a sale no matter what they call it under the the meaningful residual interest test which we have to go to because of the other factors aren't conclusive then we have that again with respect to the burden below if it's a court rules that it is a sales agreement in article nine applies and we've got error by the court because it applied the wrong legal standard and then if you look at article nine it does say specifically that if the sale is put into issue the security party has the burden of stablish all of the aspects of  it turned out the trucks were sold at a public sale along with the tractor and the era fires are sold at a private sale i have two cases right on point that say if you give notice of a private sale it's all going to be private sale you can't do some private and law says and i don't know i don't understand suppose that it was wrong ok my question is is there any evidence that it would have made any difference in the amount of the offset by book and i can ask i don't have the evidence because it was a summary judgment under the law says the reason you have to give proper notice is so my clients can go to the sale to make sure that it's done right if the notice isn't right he doesn't know when where the bill but you know ok the if different notice or a different process had occurred ok no but that's not a fair question because my client wasn't put in a position in order to answer that question my client is not enough to be here after  believe the policy underlying that is because you put people in an impossible situation as my claims now where he's not given proper notice of the sale he can't there is no evidence it was done from our point you correctly or incorrectly because we didn't