the way the trailer gets broken into some of the meat goes missing in the result is that about a month after this break in my clients customer which was p f g made a claim against or course for about two hundred sixty thousand dollars was the whole value minus what they had been paid by their own terms company all right well at that i believe p f c made a claim for the full two hundred sixty thousand dollars at that time i thought the whole load was worth three are or are really that important of the issues i'm arguing right the but what is important is that a month later p s g darkhorse customer made a claim against  claim it's door courses position that it was legally required to pay that klein the core maximum which is federal law which is designed to reduce litigation provides that if you're a motor carrier and you are presented with a val which would would only create liability for p f g s actual losses is that fair is fair and that's that's less than the whole amount i mean you know the government said the meat five right so i mean in terms of what do we do with this me well you know thirty thousand dollars worth was taken away and arguably that's it that's the liability under the car well i would i would disagree with i think that that once the seal was broken on this trailer right but that meat they could not sell that meat and their loss was well i mean the department of agriculture said it was fine to sell direct but i mean it seems like your liability under carmack is probably just thirty grand but but then you have contractual i go we do it and you break the seal your view and it seems like the contract bears it out as if if the seal gets broken the chain of custody gets broken then p f g is within its contractual rights to refuse the shipment and absolutely grand that at that point you have to pay them the entire amount of the ship exactly right for the full value yes know let me say that's not not really what the system was below it's not it's not really relevant i'll bring up the cormack of them just because if this court does believe that it's necessary to go beyond the four corners of the document we think this court should look to the core maqam in the but we don't think it's necessary to go beyond the format helps you that much but but i think that there's a pretty clear cut case as to your obligations to p the contract now the district court decides the issue on it on a different basis what counts is legally must pay for call it was the basis of the courts but anyway it's kind of foundational what i was asking here the district court's decision that it made to holdings they were strictly a matter of contract interpretation the district court made no factual findings whatsoever so really whether the u s army your patient or the insurance it was it was a it was purely an interpretation of the insurance contract the district court did not decide was the carriage contract for me as opposed to the carriage contract it's an interpretation of the insurance contract it was it was it was an interpretation of the contract between lancer insurance and course the district court did not decide that made any factual finding with respect to whether the meat was suitable or not the value of the loss owed to the insurance the district court held that lancers she's been dark horses liability had to be established by a court judgement before lancer had an obligation to provide coverage that is an incorrect reading of the policy that is not what the policy says we're talking about legally must pass that part of the policy well what with the district court said was that it had not been established that that dark horse legally had to pay it but what the contract says is legally must it does say legally was paid right but for a loss under covered all those liability coverage it says you have to have a judgment bought by a court right our position is if that was meant to apply to the cargo coverage it should have been in the cargo coverage at that point say right about that how about legal and it's sure i mean those questions but what about legally must have well legally that is part of that is relied on a case from tennessee the winner versus nos because a switch was completely in opposite it was a car accident case with an uninsured motorist the plaintiff sues the defendant at fault defendant any him plead sedation why the uninsured never gone any further than me getting a default judgment against the at fault driver once that happened they should i have established nation was a legal liability to put in the court said what the course says what was no because it the uninsured motorist shoot is designed to prevent an uninsured motorist carrier from being held liable w judgment is entered so the the context of that case is entirely different in the context of this case and we submit i mean isn't it would seem like the argument on your side is there is such a thing in the law as a contractual obligation which is a legal obligation and sometimes that obligation is an obligation to pay things and in that case you legally must pack goods or deliver a contract general motors has a paid that they legally must pack it's not that they have to come to us and get a judgment they legally must pay right then and there because they made a contract they made a contract so they don't have to go to court that's exactly right here and that would seem to it just seems pretty straightforward very phrase legal liability and it said that requires a judgment and that claim involves throwing cargo in the courts said the term legal liability must be construed to encompass the contractual why ability which the carrier owner seat of the cargo and that is when we became legal legally liable for this only distinction with that case that i can identify far from the fact that it isn't the high court of tennessee the rather the middle court right is that that case involved a cruel rather than and the issue here about whether it's some other purpose right i'm not it's not a cruel it had to do with when it accrue for purposes statue  otherwise it's directly on point in your favor that's correct an insurance company was essentially or you may you've waited too long to file suit and you can't do that anymore and the insurer said wait a minute we've got until till somebody sues us in a judgment is entered against us and the court said no that's not the way it works at least your legal liability happened two years ago since you're getting low in time i do want to ask you there's a if you had a summary judgment motion they had one just court granted that there's didn't grant yours is there i mean there's this question of whether that your liability to p s g was one hundred thousand or three hundred thousand starts is one hundred you're saying you agreed with p f c to pop up to three hundred you did bump your coverage limit from one hundred to three hundred that's in the record as i understand that is the right but but your contract with p f g required you to bop said if you're going to revise that contract you have to do it in writing and you're saying you did revise it from one hundred to three hundred but we don't have anything in writing in the record so why isn't there a factual issue at least as to whether in fact that got bought well we don't think there is but that would be that's really not relevant for this appeal they can argue that if this court reverses the district court they can go back and argue that you paid a claim you should have had to pay because you paid way too much our position is under georgia law which applies parties can orally amend the contract even even if the contract says it can only be a minute in writing and dark forces president submitted affidavit with our summary judgment paper saying this that's exactly what we agreed to do we or of case law throughout the country says legally must pay means a judgment has to be entered i understand that in one level legally must be made must pay may mean under the contract there's that seems highly counterintuitive to me i'm just going to be candid with you i don't really i'm having a hard time because it's i mean contractual obligations or legal obligations understand that but in the qana mean so in my hypo or general motors gets these tires stay thirty contract says you have to pay ten million dollars within thirty days of delivery is it true on that day that they legally must pay the amount specified in the contract is that just i mean who or not let's say you're well is it true or not that's in the context i just described and in that i would say is under in the context of an insurance policy a third party legal liability insurance policy that's the answer is no well ok but on the terms of my hypo i mean you know just under the contract under the commercial contract between those two parties is it true that general motors legally must pay that amount this judge catholic articulated the words and common english that lawyers use it would fit within those words you know maybe in context the writers want something else well there's a loss under the law but i took  different i want to ask you about this case because you're posing counsel cites this case that seems to be pretty if not exactly on point seems to be pretty darn clearly on point in your brief just choose not to mention it which i one of their blue proof and to be directly on point look at what will address it your honor first of all if you look on the second page of the trains cares case what it says is it cites paragraph seventeen in the insurance policy not all insurance policies are the same some are different particularly lloyd's policies and eloise work i mean for example they still spell tire with a y but in any event some lloyd's policies are treated like first party policies because there's a difference between first party and third party legal liability policies now the court there looked at the transputers court looked at the cargo policies a first party policy they cited paragraph seventeen which is intitled settlement of the loss that kid that's specific section said all adjusted climbs shall be paid or made good to the insured not the third party within ninety days ok the whole the the way that they are the issue that they can't get past is that our policy is different in the sense that it's a third party legal liability policy it's a material difference so i just i don't know i mean i don't understand why that matters for purposes of what legally you must pay me well is that just seems to me a pedestrian phrase in the law that is not affected by this sort of you know abstracts distinction between first and third party policies well let's look at some other conditions in the policy and try to read it together is all i can say yep that's fair the policy has a right and duty to defend section which is basically the way th right that we have if if somebody files a lawsuit which didn't happen why isn't filing a lawsuit the precondition for that right arising well under the contract your honor if i go out and i run into somebody in the street out there let's say that it's clearly my fault i ran a red light but the question becomes the extent of their damages here i can't as an insured till state former great american over the insurance compan legally must pay four hundred grand i mean you can't point to a legal document of any kind contract judgment whatever in that hypo but this is very different you have a contract which has this very clear tripwire remarkably clear tripwire for liability you break the seal it's over now you would agree that was mad you're right re the sill is broken i would not agree with your premise that there's legal liability once of the seals broken with the reject it and then there's the next part you're right it says they may require the destruction of disposal of the cargo they did not do that the reason reason they didn't do that is because they knew that the core issue was fine what is i mean what's the point of rejecting them if you still have to pay for them well i mean the reality is they knew it wasn't damaged right and by the way p f c rejected and yes g didn't reject the load well i don't mean to go down this rabbit hole but but the point is that at least in their view here you have a contract which has a clear basis for liability and damages that are almost liquidated in the sense that you reject the whole of how much it costs well that's very different from a hypo to people just run into each other on the sidewalk well it's different in a way but you know how can it be a liquid it some when their own insurance company only paid them one fifth of the claim and they accepted it and they can't win that liquidated argument i just think we're getting past the issue here even heman in your example about four hundred thousand were might not be four hundred thousand right he just somebody just your car ran into somebody i don't see why they can't pay the four hundred thousand and then sue you saying we were obligated to pay and you defend on the ground that you were an obligation to pay and presumably you win and everything works fine and why that's why that's a strange way of reading english contract language you can say oh well no one ever does that but the cases they cite seem to say that we don't that's what you do so if the case is say in that context you do it and it makes perfect sense to do that although you could have a system that's different such as the provision of your contract that doesn't apply that says you have to have a judgement right there's that provision in this very contract which says what is in the other part of the i'm not remembering the precise part of your contract which says you have to have a judgement you know what i'm referring to your honor i'm not yeah that's different that's the auto carriers the auto carry something and the auto carrier is will you rely on it in your brief we do it and button at the end of your brief but the answer that's given to that is that that's in the motor carriage motor carrier carriage park rather than the cargo part so what i guess my point is you could have a contract which says you need a judgment first that would be fine but absent that i don't see why we don't just assume the you don't need one unless there's something really clear from the context which suggests that's the way the word should be identified and you just your argument seems to be well i don't think so i don't want to i don't mean to come across that way what i mean to tell you is that if you look at the cases cited on page eighteen to twenty of our brief all of those cases uniformly say around the country that legally must play in the context of insurance really have to look at it your honor but it starts on page eighteen of our brief and i don't know i mean i have a hang up an insurance contract case is about doing what i call interpreted provisions and gross this idea that certain types of provisions are interpreted a certain way frankly just don't buy that at all i look at the terms of the individual contract as they usually they in it invariably unless it's a total form contract sometimes you see those but you know there are variations there are variations in the actual phrase or interpret ing there are variations in the context around it and i don't know unless one of these is exactly the same contract almost as this which i kind of doubt it just her no expense without our consent that is the condition the condition is found in the records this in the cargo insurance rider this is in the mode of carry conditions and why are we talking about motor carrier i mean because cargo insurance happens to revise one word in the middle of your honor it's it's also in the commercial and then in the marine conditions which are in the policy which modify the core go in doors how does that happen i mean i just i'm very skeptical that the motor carrier provisions are in fact incorporated into this cargo in terms of rider i'll just be candid with you about that understand you're out of the corps go indorsement says with respect to coverage provided by this indorsement the provisions of the care coverage form and the general condition is found on document six that two at page one fifteen modify all of the coverages provided in that form so it's pretty mechanical relying on this provision that i was just referring to  now i'm relying on it in part but what i'm saying to your honor's if you read that what it says your honor is that no as you have to have a judge right we don't we don't have to get their legal act it does say that but if we don't we don't have to get there i'm trying to say that there's an easier way to affirm the trough that provision says and by the way this is just a couple of conditions down from the condition that i referred to just a moment ago which says that the insured must assume no obligation make no payment or occur no expense without our consent or they do it at their own cost is this within covered autos or is this above that in language that is not within that particular coverage it's in the general motor this language which says that you have to get a judge first is that what the bill is this language you're talking about no no this is language that comes just before that what i understand your honor is that the opening phrase of that no legal action against the subsections does say it applies to commercial auto liability coverage all right so i understand where a court might say it will since the core go indoors when it's added on and they didn't specifically change that language maybe that's a challenge maybe that's some kind of ambiguity even though they said the policy is not ambiguous my argument is is that the policy also says just before that you can assume no obligation make no payment or incur no expense without our consent your honor they absolutely did that we have under the policy the right and duty to both subtle and defend lawsuits or claims i mean i think the question is whether this provision you're citing in fact applies to a cargo insurance issue as opposed to a motor carrier we're on of the i understand you're making a structural argument that it does i'm  seventeen twenty one and twenty two what we said is that they paid the claim as a volunteer i understand and that's the organ now you know the last thing as a bit it's a volunteer with a gun to his head but i understand your argument but but this dude is that particular language from the motor carrier coverage part of the contract really relied upon in your brief apart from the part of that language that deals with having a legal liability must established by a judgment we refer to the motor carrier conditions on those pages and say that what that prohibits is the insured from doing exactly what they did that he did here whether it's with a gun to their head not understand that's an awkward situation i'm not trying with book because i sure i mean i read this carefully i member if you look at the page i know it's on page sixteen and seventeen and twenty one and twenty two we reference the motor carrier conditions in general and we say that that they paid the page one of the endorsement is that the provisions of the covered form apply unless modified ok then when it goes on it's the harvard form is different than the motor well ok you know what i mean i think was take thirty seconds on this because we're over time and you know well i understand your argument and the structural argument you're trying to make so it will all look at it again in your hon that if they can get past the right or they can't get past the right and duty to defend section the policy which by the way talks about claims or suits not not just suits your hon then the policy or the endorsement says that it adds section seven to the motor care coverage for the conditions that i'm citing for you or the common motor carrier conditions that apply to all of the coverages provided under the cargo coverage for you all of this no legal action against us provision that that you mentioned judge rogers that's in those common motive here conditions i just ask you where it's in the i don't see it before page twenty one and when you get to page twenty one you appear to be looking at the legal liability provisions not not the stuff you were lying back on the page sixteen seventeen but we're out of time with other look and i don't see we cite the duty to defend in the motive here conditions we just say those support the argument that it's a voluntary payment but it's on that page one fifteen this policy works in bold all caps and we didn't cite this in our brief saw it going through this again that the first front page of the cargo endorsement besides saying it modifies the motor care reform says in all caps this indorsement changes the policy it can't be that all the provisions the motor carrier covers for a plot of the cargo insurance for here's what the motor carrier covers for which applies to property damage and personal injury injury by a person resulting from an accident has a specific exclusion for any liability as soon pursuant to a contract so if all the provisions of the motor carrier coverage for a plot of cargo insurance if you're hauling cargo pursuant to a contract which you always or you've just bought covers is worthless completely workable worthless it also works the other way the cargo insurance indorsement says we won't pay for any property damage to a covered altar so it would essentially know  motor carrier coverage for and that's ok let me ask you a question here mr mcnicoll was just talking about the defense cost provision of the cargo insurance rider and that's the one that says we have the right to defend any insured against a suit seeking damages that cetera and it says among it says we may investigate negotiate and settle any claim or  we will pay olson as you legally must pay and we were legally obligated by the sun they they still have that right they have the right to investigate there could be a situation in which for example murder cared to not pay a cli and they would have the right to investigate but that provision doesn't trump the the clear intent of his policy which is what you legally must pay something it is a cover klein that's what they told the insured we lancer in the they could have may if there's any in ambiguity as policy we do submit them opposing counsel right we submit there's not but if there is it ought to be construed against him here's what they could have done they make very clear that if you have a if your claim falls under covered all those liability coverage if it's your property damage or personal injury resulting from an accident that  if you put a provision in one part of a contract and then you leave it out of another part of a contract there's a there's a presumption that you did that on purpose and if they if they wanted to make that clear lancer could have done lancer the they've made this argument that we're turning liability insurance on its head because every time we pay a claim while they're automatically liable that's just not accurate they can still go to trial and if they prove that we should have played pay this claim valid claim they will have to provide coverage beyond the limitation liability the they there are cases i agree with your honor there are all kind of cases that talk about legal liability but what's relevant here for this court is looking at this particular policy and  a lot of those cases it's like trying to put around peg in a in a square hole in fact some of those cases where they they quote that the court said legal liability requires a judgment if you look back at the underlying policies the policies actually said