saying that you are conceding that you have a contract with that kind industries but not limited no what i'm saying is that my client although interesting quotes that ok so you you say you had a contract with thanking us which you say they told you later on should be referred to as docking applied both of which were u s companies and what are the terms of the contract and how are we supposed to determine the terms of the contract so you're saying we shouldn't look at the written contract which was something your client you're saying never entered into signed agreement which the court i think said actually it is a contract between your client and dyken usa or thai can apply even if that is  that's one hundred percent correct you are nd grade slain a mystery to me and maybe your opposing counsel will respond to this the district court says nothing about that issue i think that's right and i don't see argument and i believe the arbitration in that instance if that were enforceable was to take place and florida recall correctly that's what is your argument what is your argument as to why that's not binding upon you  if you call it a contract and they do call it a sales contract they don't call it a distribution agreement that sales contract robots ok the purchase and sale the price they  and i think i want to touch upon three specific issues during my argument the st one is the stand your view well why don't you get to that not a sign that you know most i'm a probation well at this point at this stage of the proceedings in which the port the district court on a motion to dismiss had taken the the complaint allegations this true and discord is in the same position needs to take the allegations is true i agree or distribution relationship with what is now di can apply for the explosive assailant distribution of air conditioners and related equipment the next paragraph is according to the distribution relationship established in say year two complaint allegations which is what you need to take us true at this stage they concede that the relationship started in the year two thousand that with the industries tha a separate entity i agree it is your honor i agree but in this same complaint allegations they air con admits that the relationship continue with that can apply not the in america my client that this sign under the same terms and conditions and that is their written agreement but well look they are graphed they can see that the this particular written agreement applies well what i mention is paragraph six seventy eight they mention that the distribution relationship that started in early two thousand and it just so happens that the written agreement was signed on january th two thousand and has continued to be on the same terms and conditions from two thousand until what are you saying is a severability issue well and are you saying that in response to a question about the not assigned ability yes because you duck or does not need to reach that completion here and that's an issue for  arbitrate here the written agreement st that's that's our position it's under the complaint allegations they have admitted or at least tacitly admitted that the same distribution relationship that started and and the year two thousand has continued that is why we presented the court with with the the with the contract and as to the issue of the assigned sees me just are you saying that the assign ability question or whether there was a valid assignment or not is arbitrary will itself under the contract is that what you're saying under the prenup a line of cases yes because as you can see from the from the arbitration clause itself would if that didn't just wouldn't that only be the case with respect to a dispute between di can industries and air con why would that necessarily flow to the course of dealing i guess between air con and they cannot apply and then the district court looks at that contract that draft  the validity of the entire contract itself and then there's the specific challenge as to the arbitration clause within that agreement there is no such challenge as to the arbitration clause within that agreement here as a matter of fact as as someone as you pointed out i believe was it they have the alternate argument about the assignment so technically speaking that they are not challenging or ma applied who's coming in and saying no no they have a contract with another entity and people set up these different entities file kinds of tax purposes so just saying it's an umbrella is it doesn't do anything so you're caught you're coming in now with this written contract saying they've got a contract with a different end company outside of the suit itself and you're saying that you are the beneficiary or that you've taken over the rights of the contract but yet there's a nine a side that is correct your honor can apply to cover that contract it is conceded in the complaint allegations and at the end of the day the is well at the end of the day under under this supreme court progeny of cases you can sever the arbitration agreement and that specific issue of the assigned ability is is an arbiter will matter it's again many of the arguments made by brother counsel here today are factual it these are these are not part of the record to a certain or are not part of the complaint allegations which is what on a motion to dismiss this record has to take us through it if brother council is putting another context to the plane written allegations that's another story by the district court and your quote the court here today was evaluate these factual determination is under yes to make an independent argument as to why the arbitration provision applies to them which is what that industries but why is there a subject to arbitration now and then the nd the nd matter that we've brought in in our in our brief is what you mentioned the details contract every every purchase that price increases the prices of the products the the inventory the delivery of yemen torrie that all comes from from the ports as orders and those those documents that compose these sales contracts so they're directly related to those contracts do well all right thank you mr muni's mr sinti i know you've reserved two minutes if you choose to use it thirty seconds court of appeals is now recessed until the next session of the court god save the united states of america at this honorable court counsel you may now disconnect from the meeting