the question before the court is really very narrow did congress create a special liability rule under circular for tax purposes that's not available to any other purchaser of contaminated property and the answer is no there's no support in the statutory text in any indication congressional intent or it really in any other policy consideration if congress had wanted to have a special for tactile purchases it would have written it explicitly numerous warnings that los angeles county gave to westside delivery and the other better is that the property of bidding on may be contaminated you need to visit but was this property on the list maybe contaminated or not when it was sold i think it was not  in and do a study those those customers did the study a remedial investigation paid for it themselves and at the time of the tax sale he was getting ready to implement the  leave me that i did have a question please this is kind of one of the sort of logical questions in a way that circle has a very very broad definition of a contractual relationship an indirect contractual lotion shop that links a prior owner to subsequent owners with a variety of kinds of documents that transfer either ownership or possession of the real property but my question california law when someone buys property other taxes their oil they'd kick title as if the state had always own the property and there's no sort of legal link between have don't tell us you know any very direct where they just say you know here's a long list of types of documents and other things that transfer ownership of possessions so somehow we have to decide what actually transfers congress in three different ways indicated that it wanted that definition to be very broad it started with including but not limited to it said any deeds and then any other instrument transferring title possession is that any instrument ten string possession is a contractual relationship and think you're looking at it that way it doesn't really matter whether the you're looking to state  law federal law because there's no this could be no dispute that prior to the tax deed the davis trust had possession of the property after the tax deed westside effectively is pledging to session and then it has a title and then it has these exceptions under it were talks about for example if the someone of tainted by inheritance or request or it is in voluntarily transferred to the state seems to me one argument you could make and let me know if i'm missing something here is that essentially if it is a voluntary bargain for transfer you if you go one of the things saying i want to buy that property and you had to if you were on notice those purchasers who thoroughly investigated before before buying thank you actually this case in some ways really is a law school question it's a question of interpretation of the third party defense under circular and the question of federal law this is a question partly of state law help us out  yes your honor it is a question of state law when it comes to the interpretation of what a contract is because the federal federal law lists all of the possible instruments that may constitute a contractual relationship and then you look to the state law for the definition for what that contract might be there is no federal common law of tax sale for closure count how is this not a deed transfer in title or possession so you are there i think that looking at the tax to get self to define a contractual relationship is a little too narrow the transaction or the process is complete involuntary divest or possession and title from davis property through the county and then the tax issue to the purchaser westside delivery so the tax code itself is a contractual relationship between the county the seller and westside the purchaser it is not there is not a contractual relationship between the defendant is a government entity right so that when the government acquired the property through the tax sell for closure from davis chemical the government did not take the liability so it would defeat the purpose of the government's abilities to take a property at a tax sale free and clear of environmental liability but then prohibit the government from selling that property with the environmental liability essentially reattached so there's a clean break at the point of the tax just w the you mention this is like while school so i'm going through a couple hypotheticals your way please first hypothetical is that i see this property i say i want to buy it so i go to the owners and they say you know what we'd love to sell to you but there are all these tax liens we haven't paid and i say you know what don't worry about it i'm going to pay your tax liens and then i'm going to buy it and that's it you ation i take it then i would be liable for the contamination of the property if you were quite yes your honor if you acquired the property directly from the polluting property through  purchase and sale agreement one of the terms of that p s a was that you were going to pay off the tax debt then that would be a direct contractual ation to between you and the so that hypothetical too is i go the property i say i want to buy this here they're all these tax liens and they go well you know what liability prefer circle purposes under version one because i pay the tax liens before i buy it therefore i'm on the hook but in such situation too i don't pay the tax liens let it go to auction i buy i set of circumstances under which a party that does not cause the contamination can acquire property and can own property without a car and the liability and what i didn't cause it in the first instance either correct and you know in the first instance you may had done all appropriate inquiry you purchased the property with knowledge of the contamination and you're entitle to the bona fide prospective purchaser defense what happens in a tax make up the numbers the amount of money owed in taxes is ten thousand dollars blan owner doesn't pay the taxes landowner knows the property is contaminated the property sells for ten thousand dollars i to the original land owner any money left over after the taxes are satisfied plus some administrative costs correct right ok so let's say i own contaminated property oh ten thousand dollars worth of taxes the property if sold directly by me sells for essential in nothing because of the contamination of the necessity of the land owner who purchases from me to clean it on the other hand if the purchaser can take korean clear of the liability the property sells for let's say hundred thousand dollars well i'd much rather the fault on my taxes have the county sell it the purchaser buys free and clear of any obligation to clear up the contamination so the pictures are willing to pay one hundred thousand dollars and so i get ninety thousand bucks that's a pretty good deal scrapes off any liability because under your theory the person purchaser of the taxi i'll take free and clear of any obligation to clean it up which means he'll be willing to pay essentially full value for the property whereas if he'd bought it directly from the original owner who had the land with him skin tammany did he wouldn't so so little so the seller of the property or rather the personal owns the tattoos the taxes is a normally advantage if he runs it through the environmental contamination on the site so they don't scrub their own environmental liability by letting the property go to the tax sale for closure so the government and any other responsible parties would conceivably have a cost recovery or contribution the purchaser of the tax l s i delivery has defensive liability on the third party defense a subsequent purchaser who purchased it directly from your contaminating property owner may also have the bona fide prospective purchaser defense or the innocent landowner defense so each of those three defenses are narrowly tailored defenses that entitle a party to acquire a contaminated site to put that property back into circulation without acquiring the environmental i believe and if i may that that purpose what he wants to do with it if he sells it to somebody just directly new landowner is liable but the original sellers also liable correct us what you're telling me the new owner may not be liable the  or what i'm trying to i'm trying to set up a situation in which the new owner is liable and the prior owner is liable do we have those situations i'm in the real world yes ok i want one of those ok so the owner in a circumstance where he sells it to the new owner with the new owner knowing he's on the hook he gets less money if he sells it through the tax sale process he gets quite a bit of money under my hypothetical so he's got to pay our has the possibility of having to pay cleanup costs all of a sudden he's got a lot more money to pay him with so under the strict hypothetical i agree i think that the selling owner cannot control the circumstances into that hypothetical for at least two reasons one he cannot control the purchasing parties ability to conduct a phase one investigation and avail themselves of the defense so he can't kind of game the system by doing that and  i think that that is consistent with both the third party defense and the present bonafide prospective purchaser defenses so these are these are defenses that are narrowly tailored for parties who don't cause contamination and that the purpose of the broader medial purpose purchases a taxi you know even if that person knows about the contamination is not liable your honor only the innocent purchaser defense applies to parties who had no reason to know both the third party defense and the bonafide prospective purchaser defense do not have a requirement that the p a there are all kinds of things you have to do you aren't there to qualify for that defense you have to provide all legally required notices regarding the release you have to do the all appropriate inquiry there are other steps you have to do to become that correct correct and there are also other steps you have so the third point i wanted to get to what we talked about the question of is is there a contractual relationship our position is there is not a contractual relationship because of the absence of relationship between the dispossessed party and the county the next question would be is that relationship director in direct is the is there a contract direct or indirect between westside and davis and for the same result questions not is there a contract between them the question is their contractual relationship and relationship is a very broad word under the statute yes your honor that's this and it really contractual relationship is a defined term under the statute and we are not arguing there is not a contractual relationship between the county and our client was that delivery what we are arguing is that the involuntary dispossession by the county of davis's title and interest in the property was a clean break in that contractual relationship that does not allow that does not attach a relationship between west side and right and in order to ar the state law comes in by reference to  california tax code section thirty seven twelve which is a description of the title that is passed to the party acquiring the site a site at the acquiring a property from the county through the tax sale process which specifically states that the that the five eighty two which provides that the county itself does not have a contractual relationship with in the case davis chemical ok i am almost out of time but the last point that we did want to raise was that there is if the final element in the contractual ation should language under the statute is the in connection with language that's been addressed by the second circuit it has not been addressed directly by the ninth circuit the second circuit in westwood pharmaceutical and new york versus lashins arcade have held that in order for a landowner to be barred from raising a third party defense the contract between the landowner and the third party must relate to the hazard or substance or allow the landowner to exert some element of control over the third party's actions so we would submit that first you don't need to get there because there isn't a contractual relationship it's not direct or indirect but even if it were the contractual relationship is not detailed investigation poppy that named up an increase is a public good if once that work is done it's in the public knowledge as this case illustrates if the investigation is not paid for by private parties public good and again has not you know has has not helped address the problem that they demonstrate that their developer who would know how to  congress by divide defining contractual relationships i think we really put crudes any interpretation any view that they intended of ill ability of the defense to  defense that's inconsistent with one the one thirty five a it's inconsistent with the principle that secures affirmative defenses we in bridget interpreted  congress had in mind when it created the third party defense and in the original anakin the circuit as we've argued and demonstrate congress at that point was trying to protect existing owners of property victims of to prevent the forseeable act of a third party that makes sense in the context of somebody already on the land it doesn't make sense in the context of somebody purchasing commemorated property