each side has twenty minutes were related to that motion in fact this was made just just a matter of months prior to the motion for summary judgment specifically i'm speaking to a very early part of the case where  attempted to defend themselves by saying look this matter has already been decided in a prior case we've been acting in good faith and to that the court responded that quote the matter on appeal appears arduously irrelevant to the ca current action involves completely different facts i'm quoting goes on from there it elaborated and then denied the motion ultimately when the motion for summary judgment was made a separate statement rulings where there seems to be a continuum of assertion of what happened in two thousand and three as a defense the court in its order seemed to say something quite different its first page ironically it it again reiterated its position that quote amelle one and the current action are factually distinct from one another unquote this is the last paragraph on the fi and concludes by saying that the court finds defendant's continued efforts to sell the property were made in good faith the normal course of business and quote my point is your honor that this part of the order of seems to be directly at odds with repeated findings of at least two findings by this very same trial court just months prior and it's even at odds for a stipulated fact which was it was entirely irrelevant and yet the court reaches back and uses this very same case to as a premise of why it gave its rulings so i find that i find it odd and underscoring here is remedial i mean it's a wordy thing it's complicated it's you know i don't wish this on while we're standing but the bottom line is very apparent the courts of repeatedly said that this is supposed you got it you you have a very well funded defendant who has found to have been given who was expressly found not to have given a bon invited it was in violation of the pm p s a and then what was the result of that the ultimate result was it gave them the opportunity to double up the price which my client ended up having to do strikes me that  and i think that's the second point here but i think what no it's not in the statute all they have to do is give them the right to match the offer i well that's one of the possible remedies in the basket of remed in the briefs and it goes on to say that it's the equity equity is necessary at that point supply anything in equity to justify the result and i guess what i'm saying here it just seems so inequitable happened here that they were found in violation and as a as a result of the violation in what anyone he won the first time around correct and then years pass to me there's another sale correct value  property has gone up that's right well that's life you know i mean well what the court ever examined was the decision to sell in two thousand and three is was that in good faith and what the court answered says well it was a it  appropriate for the judge to look at the entire continuum not just one nine hundred ninety eight effort which looks like it's an effort to of a compliance with environmental requirements but then you've got a bulk sale of one hundred  hundred stations it seems highly improbable that that aqualung wants to sell one hundred stations just to get rid of your client as a franchisee and then lo and behold two thousand and three comes along and festival is still there with two others and and the judge finds that to be compelling evidence that there are market conditions in their good faith on reasons for wanting to sell and becomes a part of his justification for so mary kay it's like to me entirely appropriate for a judge to be looking at that it i respect precisely my argument not on that's exactly what i argued and what what what was missing from the totality of the continuum here was that in my opinion the trial court failed to look at what i call something about it and they did something about it they tried to pull the plug on the judge moral found it to be very dubious circumstances and i think that's where the continuum of talent begins from beginning to end and that is something that the jury just never had a irrelevant it doesn't amount to much and you were also in good faith back in two thousand so this is ok i think is cherry picking from the fact we need to look at the big picture the continual beginning to end and i think the question of whether decision made in good faith and in the normal course of business and then the second is was i call long's offer bona fide did approach the fair market value of the station i think the answer on the record below is clearly yes both questions i think that the answer even on the record as appellant would have this court's document on appeal is clearly yes there's simply no private issue of fact as to either of these points with regard to the decision to sell the good faith and then to be made through the normal business decision making process and i submit that there's simply no travel issue of fact on that point here the district court had found in two thousand and three in the trial that shells original decision in two thousand  was made in good faith and at that time he relied on the testimony of mr hallberg that is the same testimony he that was in the record in two thousand in this this proceeding a summary judgment and the testimony was the reviews of assets such as the one that act one undertook here are legitimate i refer the court to the fact case of the seventh circuit the material case of the northern district of california and in the case of that kind of evidence the appellate was required to present evidence to the court that disputed mr holt left them on the appellant and that i the court to look at the evidence presented to district court below there are only two facts really presented on this point the first was that the third party offered by festival contained a restrictive covenant it's far from clear to me why that is evidence of anything except perhaps that mr canal got a better deal on the station because his station declaration to acknowledge that that station was almost three miles from the appellant station and appellant lacked any foundation for his statement that that if they show was owned by act one in fact the only evidence in the record that's in this will on that point i and if the court looks at that we'll see that there was no dispute at that time that it was decision was made in good faith and in the normal course of business now in this court appellant has basically abandoned the arguments that he made to the district court below regulations that were coming into effect everyone thought that the cost of complying with those regulations was kind of prohibitively expensive in view of the economics of the station and it sought to avoid having to expend those monies just to court found that there was a permissible basis for terminating the franchise and that act one had failed to comply with the notice requirement contained in the p n p on this point and if you look at the ninth circuit opinion and i circuit only reaches the notice point says it doesn't even need to consider the other at any rate there's no finding of bad faith in that in that opinion it wasn't a question presented to the court and i context that was a n p a injunction which is a very low standard as this court is probably aware the injunction standard in the future is much lower than th somehow phrase a travel issue a fact as to echo on motivation in fact the only authority i could find on this point is the maturing case which we've cited to the court and in that case the plaintiffs sued exxon and a separate state court action exxon then when ford did exactly the kind of review of the assets that we see eckel on undertaking here and exxon determined to sell the station the plaintiffs claim that it was a tribal issue of fact as a result of even if the court considers all of the evidence that appellant asked it to on appeal and i don't think it should all that alan has done here is speculate if none of the facts that he offers either below or on a evidence that there any evidence that the bulk sale of one hundred thirty plus a station structured in in the two thousand and two thousand was motivated in any way by either this station owner or any other station particular station on earth dissatisfaction with the relationship or the responsibilities exercise this there are basically two components to these offers the first component is the offer for the land the land you here that was set by right of based on on a third party three thirty offers really at eight fifty eight forty four and seven seventy six there are some implication by the appellant that somehow festival an echo on or conspire and to set the value on this property there's no evidence to support that that's pure speculation by any evidence that the other two were shill and no evidence at all your honor and as you as you can see the festival and the karma offers within six thousand dollars of each other it's less than one percent pretty clear and compelling evidence improperly valued here the second component of the offer is there acquirement that at one sell the improvements and the equipment on the property that's required under the station was sold as part of a bulk sale couldn't be couldn't use a third party offer so there were clearly differences between the case on those coins but on this point the question of whether a poem isn't titled to purchase the station at eighty two thousand crimes there is no distinction and how many can make no distinction between those cases i invite this court to read appellants opening brief from the prior ny circuit case the arguments are is cited by the ny circuit in the canal want to pin you both recognize the fact that after the injunction is dissolved the franchise or might allow act again to non news that the franchise and sell the station that was clearly in the well aware that the property was going to be sold again to mr canal the offer had already been made at the time that the argument occurred and indeed i believe at the time that the briefing had occurred so and i sort of had all the facts before him in that appeal that you have before you on this point today and isn't it that that case is completely control in two thousand and five and again here today appellant cites absolutely no authority for the proposition that he should  opportunity to purchase the property at below market value five years later appellants primary argument appears to be that the failure to compel the sale of property at two thousand values is an equitable and therefore certain standards certain guidelines that the franchise or is required to meet and here there's been a flying that the franchise or has met those guidelines and i submit that there is no travel issue as through any of those relationship and then it provides as a remedy in the event that the franchise relationship ends the opportunity to buy the property at the fair market value of the property that's precisely what happened here and and accordingly ne ph nor equity is offended by the fact that the apology of the opportunity to purchase the station exercised the the market value of the station at the time that he purchased it and in the interim the fee m p a and the injunctions issued by the district co to occupy operate the station under a franchise relationship from two thousand and till two thousand and five both parties bore the risk that the real estate market might go off or down during that made today and a five year extension occurred it's quite possible that during that time the value of the property would go down but the rule of law is not going to turn on the vagaries of the real estate market during any particular time ultimately it has to at the end of the day the parties have to be have justice has to be served now whether that served by providing damages whether it's an act of affirmative relief by injunction i don't think the court th the franchise or who it was determined by jury had provided an offer that was in violation of code i know of no other circumstance where someone violated code and then come out in a better position i don't understand that it seems inequitable to me it just conflicts with the fundamental desires of this  requested which is part of the problem when i went up on appeal but the other political decisions which council refers to rightly said that that the remedy that they were seeking price is now doubled what the jury found the short while well now there's two there's two prongs to this one is did you make a decision that was in good faith and in the usual course of business the council spoke to the lack of evidence of the sort of things well the the gentleman who offered the original who was the principal festival in the first matter and had to pull sail well he's the one that came in and justify the price and guess who he was represented by counsel from one seem a little too cozy to me and then the next time a price comes up in the next matter and they need to say it is you might want to take a look at those so called offers they're single page letters that you say you know dear doug i offer you know here's my offer that's one strange looking cookie i feel i've seen a lot of offers at this level of business very very odd so i think there's reasons on the surface to question was this was this so called decision pre and i think again my my point was robbed of his day in court i think this is something that should be don't go in front of a jury the trial court judge himself was at had flip flopped on these issues himself so i think there's room enough