believe that that is legally incorrect and your honour's with regard to facts that aren't many but they're very important in this case my client was originally approached by rare and asked to purchase a piece of property rare then wanted  to lease that property for my clients and my client gets a purchase agreement and executes a lease with rare the lease has an attorney's people vision subsequently down the road rares business model changes and it wants to purchase the property instead of lease my client to replace the lease whether there was a in rare don't look at the new what is the assignment what is the assignment say that we were placed the old obligation with the assignment has no attorneys to give it so you can cobble together the new assignment with the good pieces that you wa out of the old agreement and that's kind of the issue here today and there was a point yesterday were i had a realization that no one on may louisiana has been in this union for a long time has been a state for a long time lease it was called a lease but it was more than a lease for europe and it did contemplate things but if you look closely at those lease provisions expression of the provisions that the court cite it speaks of terminations what happens after terminations police release was not terminated in this case it was extinguished was which is a different legal concept in louisiana so you can't look at the terminations provisions in the lease to see how it's applied and that's my complaint as far as the air the district court the district court looked at the lease as i understand been clear it seems to me that when have you considered innovation you consider that obligation as a whole and not be separate parts correct or not to what the cases in louisiana have absolute innovation and says and i quote we noted the outset that under louisiana law all the amoco lease constituted an obligation specifically a contractual obligation a contract because in louisiana there's bundles you have the overarching obligation and all the accessory rights it's like a necklace of pearls you have all of these things but they're tied together by the string and when the string is gone the pearls fall no they should is the cutting of the string and everything else falls with they cannot be maintained together without i try anot reason why we enter into obligations but i would submit to the court that the cause of the lease is the obligation to lease itself and without that obligation surely the parties would not have entered into an obligation to provide insurance property if they were leasing it together or to pay rent if they weren't leasing it together so in louisiana when the calls fails the contract fails so when the jury held that the obligation to lease terminated the lease itself terminated and nothing remain say the new obligation which emerges from the juridical act of no vacation is free of all the rights of action and exceptions which were attached to the former original obligation if anything survives he can't absolutely innovation absolutely innovation you're out of one hundred percent without a doubt and you know rare knows the law as well as we did and they argued very vigorously early on for the effect of the bill i would quote the continuing force in effect but virtue of the parties execution of the agreement that's their words not mine so as if the lease doesn't provide for the fees there's no other legal basis under louisiana law to provide for them is that correct that is correct your honor and always e and if there is not a unavailable so in this case without a lease they are unavailable or you would like us to reverse and render the attorney's fees are not available because they're not provided for by the agreement correct or on as did by the assignment there is no longer an attorney's the provision to survive that obligations died if if for some reason we believe that there if there be did survive and against all that you've argued do you do you have a real argument on the amount of the attorney's fees your honor might or issue on the amount of the attorney's fees and put it in perspective for every dollar we spent on this case respect for dollars so at the end of the day our attorneys fees for this case are about two hundred  overarching basis this was a contentious case but it was no different than regular federal litigation we had pleadings arounds of motion to dismiss discovery which involved about eight to ten depositions around a motion for summary judgment which came up to this court was reversed and then we tried the case this case took four days including selection of the jury and it was adjourned shop at is that we have a million dollars in fees that requested the magistrate looks at that and says i'm going to cut a quarter of a million dollars off the speech just on reasonable and i believe he was one hundred percent correct do that where i think the magistrate made his mistake was he just did not go far enough i think a larger discount would be did but that's my argument on the correct factor is made a judgment on really can't do much with that that's a tough argument your honor if it is it within the discretion of the measured in the court to make that ruling and while i think he should have went further and i would ask this court to do so he made his decision based on the factors  on five years i've made secure here countless i believe it has made six years out of it there's important things to consider in that are we get through it it may be seven yes your honor the very important things to consider in that we've had great gaps of no this property when that obligation to lease dies the lease itself does with it you can only look to the assignment going forward and if there are no questions from the court i would reserve marmalade in town for a vote we thank you very much and we are happy to explain that to to this court in rebuttal no vacation occurred period this court ruled that very clearly the judge below properly applied the fact innovation occurred no one contradicts that if no vacation is a string of pearls the clause about attorney's fees was a matching ring that separate from those pearls it is an independent you need to get away from the happy happy to move away from that but it's the point is as judge really pointed out in his questioning this was a lease but it was more than a lease that there were a number of independent clauses and the clause that we're talking about duty or an obligation from one party to other in this case we're not talking about an entire contract with a completely separate attorney because we're talking about the duties of pertinent to i'm going to pay you money for this land and you're going to let me use it for a period of time there are a number of correlative duties that go with that and that's what the langholm decision discussed that you got other right to collect rent the lessers duty to deliver property balusters duty to maintain property molester's duty to collect to pay the rent and he says all  right then it concludes no does it not that all that is part of the obligation that has been the raid that's correct because those are those are i know you don't like his analogy but i do those are pearls connected to each other this attorney provision it makes no sense for it to be tied to it we are here on a final order is inconsistent with the treatise in louisiana isn't it and using your pearls in your meaning it says the extinction of the original obligation also extinguished its successor ease so the ring is an excess or three and it's extinguished too because including security given for the performance of the extinguished obligation privileges and not what the rest of louisiana was just one case holds for you that this obligation remained that there is no case cited by either side that squarely addresses the issue of an attorney  clause that rides separately in the state but when you look at the nature of final orders watch clause bride separately and distinct in any content of course in this contract and that's the problem with louisiana law when you're trying to talk about contracts that's why it's not one thing because all things ride separately and are louisiana law but there are things that are tied to each other in environmental cause to regarding the land is clearly tied whereas and here's  where we get to that louisiana law civil code twenty forty six talks about when the words of a contract are clear and lead to no absurd consequences we are to employ the plain meaning of those provisions here the district court properly found that if we were to apply the right to attorneys fees even though the contract has a plea a clear severability provision even though it says that that right to attorney's fees is in any suit or action by either parties for any reason arising out of the lease the prevailing party shall have the right to recover if you interpret it the way that is being proposed by rare that would lead to an absurd consequence because it means heads they win tails we lose they would be the only side that would ever be allowed to collect attorney's fees under this provision because great job is judge really pointed out this litigation has been going on for seven years and it really six and a half years at this point by the time this case is done it will have had its seventh year that seven years of litigation and yet they get to say because we attempted to enforce an agreement that can't that was exchanged for another agreement and you prove that successfully you don't get your fees if they had proven their case to the jury the jury comes back and says no to that first question instead of yes to that first question they do get their attorney's fees it changes what is a mutual prevailing party fee agreement into a unilateral one late fee agreement and that is an absurd consequence that's exactly what the trial court correctly found she utilized the civil code of louisiana to reach that conclusion and we believe that this court should look at the appeal i mean you have a contract o proven by a preponderance of the evidence that both rare and aged theory clearly unequivocally intended to substitute the assignment of a jury's obligation to purchase the rares obligation to lease little else on  contract that was immoral or illegitimate signed by a minor they could have never been enforced and contract like that that's built from the beginning it never existed that then we would consider that that contract would not you could provision from a contract that never existed but a contract that did exist absolutely existed before this part of the provision got baited that that's a real contract that have a forms in most state jurisdictions louisiana's clearly got its unique unique aspects to it what is the majority rule on this issue though even though we're there's no reason a case saying here is the way that it works on ovation at least for an attorney because  that is the majority rule our brief actually contained i think twenty different states that explain through that so and the reason is this is the basic fundamental fairness of what that provision is that attorney people vision is supposed to be a mutual prevailing party provision and if it undercuts it if the defendant and normally the defendant on those situations are going to be a consumer fighting off you know a large entity and that consumer you know says no you can't enforce this on me because you know that that's whatever the provision was doesn't apply and they win and then to have a court turn around say yeah but because you've won and defeated the enforceability   verdict is really only a narrow thing and it's not the entire lease it's no debated based upon your argument that the summary judgment stage where you said it was the entire o t and it's all extinguished we could go on and on i'm happy to below at any point on this issue and i'm asking you are you free to argue that to us today when you've taken a contrary position below and the answer your honor is yes and the reason why is because we didn't take a contrary opinion that was the converse of what we're arguing now and this is a refinements of that they in other words we were arguing at one point the sky is blue and now we're saying the sky is black that instead we're saying the sky was blue and now we're saying ok you know it's not the entire sky that's blue there that we after receiving this court's first ruling on what does now that we're up on a rare three that on rare one when we receive that first ruling we read it and we try to understand it and we try to understand louisiana love it that ties to it and now we are clearer on it and we have clarified our position but the important thing is that as judge jolly knows no judge found in our favor on a provision that became moot that that motion was never ruled on what we can't understand is if that was going to be their argument why they didn't raise it to the judge when we did file our proper and timely motion fraternities now why they didn't raise it on a motion for a rehearing to judge joe it to the judge football you know that that simply is not it's not an the these provisions are conjunctive not correlatives and as a result they do survive he said it right at beginning this is about survival and this clause needs to survive because come to a contra is to allow for an absurd consequence it would create a poor precedent because it would allow for creditors or other entities to know that they can with impunity have mutual bilateral prevailing party agreements that are in fact not mutual and not bilateral because the only defenses that are available to the defendant will undercut their ability to ever collect the fees to which the creditor would be entitled that doesn't make sense it can't be the law and it shouldn't be the law so we believe that a proper reading of what is it medically in a louisiana law has its has its twists and turns but you know a sheep properly applied the louisiana law she went through the code provisions to justify h cut over twenty five percent of our fees there was no objection raised after the magistrate rule before the judge put was asked to rule upon that decision this has been seven years of of hard fought litigation well fought litigation  argument i thought they were on the jury disagreed with me but at the end of the day that contract no longer exists it seemed they had others in their basket that they could have been possessed with the theory of sure and their arguments were we didn't provide insurance we didn't do all these lease things but that we never got past the threshold question so therefore none of that became applicable but we don't forward it at the jury said the lease exists but you breached it out of attorney's fees in because there's a lease in effect a breach so it isn't this all or nothing game it's their defense that they pick professor living off taught me to obligations and contracts and i told him one day that one of the not understood realizing that he wrote it that one of the code articles was convoluted and he said whoa whoa what is time but the bit about it just got only really are but you're right i mean we're bringing a lot forward that came through just to me and because through the code of orleans the project of eight hundred twelve eight hundred seventy there's a whole lot of history there and that has a tendency to complicate things but you would think that in the whole history of the civil law there would be at least one case that lets them divide obligations in the least your honor that case does not exist and my last point was a council sites a lot of cases from other jurisdictions up in the northwest that are earning foreseeability cases this lease was not found unenfor