parties to this case the district court with the best of intentions sought to reconstruct a chain of commercial transactions and the result of that reconstruction is  contract and if we find that one is supported by the record we are firm right i believe all three are not supported by the record but what if we find one of those then leave we were required to affirm  right if the court finds that there was for some reason a maritime lien yes if it finds that there was a contract that somehow rose upon the delivery of the fuel in this case the court can affirm on that basis that's true let me ask you about contract on page eight of the district court's order the court says find there was a contract between martin  the ultimate conclusion that those facts give rise to that contract in this case i believe under devil and would be subject to your review so and if indeed they are if  ultimate fact the conclusion of a contract is indeed subject to the clearly erroneous rule the findings are indeed erroneous in fact well around he's extremely around us in this warm let me back up oh you bunker was a global supplier of fuel ship owners and charters would come to it in order to put fuel on the ships anywhere in the world in this case a brazilian outfit by the name of paul dini through a o w brazil which is affiliated with o w middle east contracted with baldini to provide the case there's a series of contracts to purchase and sale their invoices up and down the chain i bank is security agent for a consortium of lenders that provided a seven hundred million dollars revolving credit facility  martin which whose contract party is a now bankrupt oh debbie usa and has a claim that bankruptcy provided the fuel are you or argument as i understand the brief that was that there's a bunkering certificate which the ship two of the district court's order he says someplace martin conferred a benefit on balding got that three hundred tons of fuel well then he knew of accepted and retained the benefit well they sign the certificate whole number of cases arising out of the o w baucus situation but there are many many maritime wing cases around the country over the years and there's an underlying principle going back to the supreme court's decision in the law to want to about uniformity in maritime and here you have a situation that somehow based on what we're looking at state law you go sense maritime law and supply an answer and looking at that fourth district court opinion and commerce species why wouldn't the florida contractor rule articulated in that case apply in this case can you give me any principle reason why the subcontractor rule should not apply commerce gives a good explanation of florida quantum merit law in the construction context it also contract implied in fact if in fact the owner in that case a property only owner had paid the the general contractor so because equity the sub contractor in that without paying for it it showed up in to its credit made that payment that's tantamount to payment that would have been game but payment to whom if you're right that there is no contract between against your clients the quantum marriage is against the money deposited in the registry of the court and if there's no contractual relationship between a martin involved levy as you say where's the barto and so you have an interplay to a situation where the judge has created multiple competing liabilities where in fact there should only be one claim our claim in contract if we put the maritime law aside our claim those equity and into pleader but the equity is for the stakeholder who's supposed to get the two hundred eighty six thousand two hundred dollars instead of martin then you're the work only going to middle east under its contract line  and i n g as its assignee you give me any of that money back to martin that money would be processed pursuant to united arab emirates law in the bankruptcy of the middle east to whatever bankruptcy proceeding is appropriate but you're not sharing any of that money with martin the music stopped with insolvency this is what happened with happens with insolvency the money that would have gone from ball dini pursuant to it contract with zero down the middle east comes to a halt at o w middle east in its bankruptcy proceeding the money does not flow down the chain and what the judge tried to do was kind of recreate what would have happened if those two bankruptcies hadn't intervened but the be judges being it seems to me that the judge was simply trying to reach the intended result through the application of quantum arrow it bodine pays two hundred ninety thousand dollars it gets its fuel martin gets the two hundred eighty six thousand two hundred dollars and the brokers pocket the difference three have to insolvencies that intervened our client still has a contract claim that he extinguished that under the supreme court decision in sanders isn't something in a supposed to be able to do your your argument your argument is that that was the intended result it's just that the law doesn't recognize or allow the district court to get there it's actually not even the intended result because what would have happened had their nude been no bankruptcy is that bold dini would have paid o w middle east one hundred percent it's not a brokerage claim there's not a thirty nine hundred dollar commission these are contracts of purchase and sale and the same would have been down the line till martin got paid and then everybody went so that's the intended result the intended you're just saying are you saying to flow all the way through yes of course you can't deny that i'm not denying that i'm saying that's different than just your is saying that you're just saying that legally you can't get there you can't get to the music stopped with the bankruptcies and  the district court tried to reconstruct what would have happened had the bankruptcies not intervened but they did and are i think we have your argument mr paulson will hear from mr young th please the court baikal young representing amply martin energy judge pinkel did not simply decide what the fair thing would be and then reverse engineer that result he instead applied the florida law of contract and quantum merit and the federal law maritime lanes and he said fortunately fortuitously that matches what the intended result was all of the issues on which we rely are questions of fact and judge wilson you're correct that if the court finds any one of them not to be clearly erroneous it must affirm without regard to the other two on the contract claim judge made his findings based on two key sets of facts the first is that the contract between the vessel and martin was not simply a question of logistical arrangements for fulfillment of the pretty existing contract between martin and notably a bunker but rather was a different set of arrangements for the delivery date under the martin o w contract was originally october eighteen it was modified by agreement to october twenty when the tugboat got there on october twenty fifth refused to take on the fuel because the shipyard would not pay over time after four they said come back the next day martin would at that point have had a right to say that's not our deal we don't want to do that they might not have done that given that they wanted to make the sale but they would have had the legal right to do it and their agreement to do otherwise constituted consideration under florida law second is the bunkering certificate which is not merely a delivery receipt some bunkering certificates may in fact be only deliver receipts but this one which is in the record twenty or elaborate in that and among other things refers to the ultimate liability of the vessel and incorporates martin standard terms and conditions one of which is an agreement by the so called purchaser which is the party receiving the goods and services that is the ship and so on the basis of those two factual pieces of the record will is not clearly erroneous in finding a breach or finding a contract and a breach with respect to the quantum erowid claim i believe mr paulson with all respect is engaging in circular reasoning martin sued and the law is clear that where there is an interplay it or the claims against the inner pleading party are shifted to claims against the interplay of funds and so if martin was asserting a quantum error would claim against the made payment and therefore the element of the lack of payment under quantum arrow it is no longer present if it was present before as to build any than it was present afterwards as to the interplay it funds consisting of exhaustion of remedies and nonpayment by the principally liable party those last two were factors that went into the fourth element which is whether it is inequitable for the party that has received the goods or services to retain them without paying for them under those circumstances stands it was an equitable prior to the inner pleader because they had not paid for them and have been made from one of the arguments mr paulson makes is that by invoking and applying quantum arrow at law the district court essentially extinguished the o w contract i forget which entity it was funds we would no longer have a claim against o w usa for the same funds we've been made whole as for the o w empires and i n g s derivative claim  to those funds we raise this issue in our brief at no point has i n g said we had an equal right to share in those funds with martin and so worst case scenario the fund should have been divided between us both parties try this case on an all or nothing theory it's my money it's not his money and vice versa so the fact that o w may also have had a claim to those same into pled funds is not a issue if the court affirms the finding that we had a claim to those funds and vice versa what's the status of the bankruptcy court i'm afraid you'll have to ask mr paulson that we have a bankruptcy claim on file the  plan provides that our claim is to be reduced dollar for dollar for any money received from the vessel that would include judging those judgment in this case we might have upon satisfaction the judgment a residual claim for a tiny bit of interest but i don't think frankly that we're going to recover anything from that the maritime link issues in this case are fascinating but frankly the court doesn't need to reach them unless it has determined to reverse both the contract finding and the quantum error with finding in short we believe the judge handled properly applied the gale had test the gale had test differentiates according to whether the interaction between the supplier in this case the fuel supplier and the vessel is significant and ongoing and significantly the gale had court says during the so if the train track transaction is a repair process taking months and months then the interaction must be significant over those months and months if on the other hand the transaction is a fueling transaction taking several hours or a day then the question is is the interaction significant and ongoing during that time and here the record shows much more than just we're here to deliver o w feel for them fine hook it up here and deliver it thank you we're outta here the same factual proof that goes to the contract and to a limited degree to the quantum arrow it also tends to establish the significant ongoing relationship between the parties during the fueling transaction i think everything else is pretty well set forth in our brief if the court has any further questions i'd be happy to entertain them otherwise i'll yield my time an entitlement to share so in that situation you would leave the district court where you found it you had a farm because they had not established a right to share in our recovery and we had not established a right to share in their recovery numerous o w banker claims that have been litigated around the country the courts have consistently found that and it's almost entirely in the maritime lien space that post sale logistics one don't give rise to some separate  and over including its reference in both parties big briefs reference in the recent barclays decision but what judge think will did here is almost like a back door lean he said by delivering the fuel and this delivery delivery but what judge hankel found in that contract is that the ship had to answer was the only asset of the defendant that would answer for a claim under that contract that sounds like a contract into a maritime lien you can't contract into a maritime lien but can't be you're not saying that there was no maritime lien at all right the maritime lien would be presented by that contract supplier which was o w middle looked at the cases so i don't know what the answer is and i just want to know if you have an idea judge ingleside a number of cases in which i n g had prevailed across the country in these types of claims exact and he cited by five six seven of those cases did any of those cases address a quantum marilyn scenario no there are cases where unjust enrichment claims have been raised putting a number of cases pending before a judge could cro the southern district of new york but those issues have not yet been litigated the lien issues have been litigated so it has been raised is actually another case that actually was argued in the second circuit on march fifteenth where one of the young's argument that youth waived the right to share in any and i don't quite understand that just the party said we said we have a contract they said we have a contract and we have quite to mero it quite frankly nobody pleaded maritime lien even though not being the thrust that's that's that's a black letter maritime law is it not what i think that the fuel was provided to that provide aid that provide eight sailed to brazil this actually was commenced by martin under rule the the lien only attaches to the vessel that the fuel was provided to and that vessel as judgment call said in summary judgment that ships not here so the ship was not before the court and he said in the same breath that he was going to use the lean arguments to inform him self on the equities but it's not only in case it's not a maritime case you're quite correct about that but under bar cliff mr young talked about significant and ongoing activity this court in bark cliff just recently said that the delivery of fuel is essentially a one off it is not like those repair cases marine coatings and steven a situation where somebody has been engaged for many many months or even years and had an office on site and worked with the owner of the castle as if they were employed by them that's what the game the gaeltacht case says so far cliff is not