right well now of argument in innovators capital partners versus clark well i'm i'm one i'm right once in a while and i guess ok i think it's only fair that we'll give you guys about fifteen minutes each i'm joking non disclosure agreements which was ignored by the court below the non circumvention language is very broad in all four disclosure agreement signed by the parties the st sentence says the receiving parties agree not of circumvent the disclosing party the receiving party by the second set and says the receiving party is further agree not to undertake any transaction or a series of transactions of any kind in connection with the business opportunity without the express written agreement of the disclosing party which agreement may be withheld in the disclosing party's sole discretion the prohibition in the nd sentence referring to the apple ease not undertaking any series of transactions of any kind has to refer to the right to list forward contracts that's what it refers to and how do we know that that's the only reasonable interpretation of this language because that is the responsibility the app ellie's exclusively assumed under the joint venture summary of indicative terms agreement that a fifty six to a fifty nine that document was signed at the same time as the st non disclosure agreement or has th two thousand and seventeen and it certainly assists in determining the intent of the parties in the non circumvention prohibition the parties were not concerned about here at least securitizing the right to list agreements they harvested that was the right that was exclusively reserved to innovate is under the signed joint venture terms signed joint ventures term said you at billy's have the exclusive right to sign right to list agreements you just back up for a nd sure issue of mutual mistake it seems not have been raised by any of the parties argued and there was no motion reconsideration for reconsideration file after the investment advisor and portfolio manager they approached me at billy's who were involved in the real estate brokerage business in mid two thousand and seventeen with a new and business opportunity the opportunity was to join with innov be the st in the market in the united states to sign forward right to list contracts with real estate owners and to then if a sufficient number of these contracts were signed to securitize use the for use st in the market where is that mortgages it was it was just a broad and they did it they presented it is a process patent which not all people believe would stand and it's never been tested as to whether it's even a patent and it wouldn't be challenged and it's admitted and there is no dispute in the record that we were the st in the market we presented this idea to be the st in the market and then we presented it to to the police did not know about this business opportunity before and you know vegas approached them and despite their involvement in the real estate brokerage business at least had never thought of doing these types of transactions until innovators came along and disclosed the idea  how do you know that i guess that's in the record day they had never explored doing this in the record what record it's in the complaint and that we were when we approached them they questioning no this is all based on a complaint i mean there's no this was not a summary judgment right now we had no it was on the face of the pleading so you have to accept all our or pleading is as true in deciding whether to dismiss the claims me just your point is that the mutual mistake that was found by judge stanton based on the pleadings is not sufficient to say that the non circumvention provision of the contract was void but i that's right even if it may have been void of ball but it's certainly not fleshed out with any discovery or anything else as to how central this was to the agreement that's exactly right now there's also a non disclosure component to the agreement that covers among other things materials created or shared in the process of this joint venture and there is a claim for breach of contract related to the app ellie's improper use of those material that's exactly harrington patent was almost beside the point with respect to everything that we disclose the now a seize the market studies the the plans that we developed in order to bring this to market and i mean among the things the fact that no one in the market was engaged in the right to list forward contracts in that the joint venture would be the st to do it confidential studies and analyses that showed the viability of this opportunity a business plan for commercializing the business opportunity that included metrics marketing techniques and a financial mouse model the creation of the right to list contract that would protect both m b realty and you know vegas and then working together they worked together for eight months to develop this plan and during that eight month period the harington pat was disclosed and they subsequently then signed a broad n d a and non circumventi for one of the new employees the guy who's going to become the the c c f o of the joint venture none of this information which is valuable proprietary information is in the harrington patent it's a very and that is consistent with the incorporated term sheet which is in about as shall be the exclusive distributor of the securities nd the ending crudes a robust exclusion provision which excludes information in the public domain from the scope of the the district or found that my clients are not prohibited from paying for option contracts to be the right to some to for the right to be someone's real estate broker in the future without any securit and that activity which really just involves telling someone i'll pay you one thousand dollars sign a contract saying i'm going to be your broker that activity was disclosed a decade before the n d a in the public through the harrington not around and the judge who is the judge what the judge did was said actually that if their interpretation were right it would void in the specific quote for that your honor that the district used was that it would void it would void under helen's interpretation it would render void any interpretation of the n d a that would doesn't have to reach this issue unless it decides against my clients on the other two contract issues in the litigation this is the context this is all in the record this is the context explain how this came about why this was on judge stan's mind in litigation the harrington patent and the subsequent discovery that this business opportunity was in the public domain became a very big part of the proceedings so my client to delete from its complaint any reference to their intent that even though their internet was in the public domain and there was a lengthy hearing about that and judge stan was rather incredulous i would say that he was being asked to seal a record and require deletion of any reference to the parent that in addition to that they took the position that my client's having subsequently during the course of litigation entered into a license that patent was somehow and finally the parties agreed it was in about of his position they were saying it was if you can imagine that the circumstances here it was saying we didn't intentionally mislead them at the time of the n d a we were honestly mistaken we didn't know that there was a patent there and so with all of that activity going on we did not argue mutualistic a fact to be honest we didn't see any reason to argue that because in our view the contract in two independent respects was clear on its face as the district court found but with all of that going on the litigation when we received the opinion judge stanton said in the language that he uses that that their interpretation would void any reading of the agreement that would prohibit the independent independent pursuit  contract so that's how your honor this issue came into this case that's that's why it was at the forefront of the court's mind but it's not even plodders on her of the fence right i'm sorry i didn't hear it not even plan as an affirmative of defenses and the answer that is correct your honor we we again so i don't reason to assert a firm and a defense that involves trying to avoid the application of a contract that is clear on its face in two independent respects but what we did on judge smith and found that the business opportunity is a term of art expressing the idea of combining both the r t l and securitization endeavors with the business opportunities more than just an idea that is opportunity described here it is about effectuating an idea and bringing to market and business and so i think isn't that the fatal error in his opinion with respect to even before we get to mutual mistake you think the business opportunity is just an idea i think the business opportunity is what is defined in the contract this is a case your honor dealing with the interpretation of a contract on its terms and judge stanton found that the contract was on ambiguous and if i may it's not just the n b a it's the it's the term sheet they're both on their terms very clear that the a says it will involve the purchase and subsequent securitization in about us is arguing that they would like to delete the words and what they're saying is they want to change and or if you change into or you have effectively deleted the words and subsequent s know some of those trends that you can't do any of the transactions that are covered by this business opportunity without complying with the non circumvention provision that's what it seems to be you think that's wrong  it's important your honor to keep in mind that this is a pretty disclosure india so my clients operate a local real estate brokerage in south florida and in about as required them to sign a previous closure and that means in this is undisputed in the record and not just in the complainer one side or the other completely undisputed in the record that that means that my clients did not know what it was that about is used to going to disclose and the agreement that they received that they were asked to sign said that they'd be giving up the right to do something involving real estate and they're in the real estate business but when they read the agreement both the n d a in the term sheet said it would involve purchasing securitizing and they knew they weren't doing any s so my clients are a real estate brokerage right but i mean i think the the complaint here is basically saying that your client is now doing the r t l part of this with a view towards partnering with somebody else or doing it themselves on the securitization or that's not in the record well it at this point the record is really just the complaint and so look you might win on all these things it seems to me at trial in summary judgment but right now they're alleging that you've breached the contract in a couple of ways one is by taking those steps the early stages are series of transactions necessary to effectuate this business idea that's one without giving them the opportunity to be involved and the other is that you're using the documents they gave you pursuant to this agreement to develop this this new project which you can't do those st the documents that they  that they've raised in their briefs they said the court didn't deal with below the court gave complete protection if i may explain the court dismissed the complaint well actually no the court if you read the court's opinion your honor the conclusion is that disposes of all points in the submissions of the materials that they're talking about judge stanton's order says that my clients may not utilize or disclose materials or techniques those those are the materials that they talk about in their plan if i may just want to injunction right i'll ask them in a minute but i don't think the complaint was limited to just the injunction and if they want damages to well as has or damage claim been covered by this order from judge stan so your honor combining that with your earlier question about are they doing you know they have complete relief that's why i asked and said yes i'm on those materials what the court did was it prevented my clients from using any materials that they provided that are not in the public domain which are the only materials the only thing in this case that is confidential the only thing the judge gets to do that but your honor it i don't think that's correct i think that the judge gave them what they were asking for which is that my clients which this deal had broken down when they came to court in the judge ordered that my client should not use those together in the eight month period my clients in the litigation did not choose to dispute whether parties created jointly by the b terrell's after the contract could be designated as confidential subject to the agreement was you could not tell anything about what is going on in this case in the complaint that they filed they allege that there was a quote business opportunity they didn't say one word about it they were trying to keep the contract out of the the public docket without sealing so they just said there's a business opportunity and they're doing it they didn't say what it involved in any way shape or form and everything that the court has read in these briefs came about because my client said wait a nd we have a right to put this before the court so we filed declaratory judgment motion and that's how those materials came in they didn't they act as if these confidential materials were the thing that they were trying to protect that's not at all true when my client filed the complaint it didn't refer to confidential materials and yet they wanted our redacted what they wanted to keep out of the public record was the business opportunity with the complaint alleges that planted generated and disclosed to defendants certain nonpublic analyses and information is subject to confidentiality restrictions set forth in the ind ignored that portion of the complaint yes your honor what what their complaint in the in the paragraph the rd paragraph as well as the st paragraph of their complaint they allege that those materials  created jointly by the parties in the months that followed the  followed and then it's in there in the record right engage in extensive planning development and other joint actions to pursue the business opportunity and then on a seven as part of this process plaintiff's generated and disclosed to defendants certain nonpublic analyses and information yes and on a seventeen paragraph twenty two as part of this collaborative process they do say in about is created in this close but it was while the parties were working together those are the only materials in this case that are financial the only information whatsoever in this case that is confidential and that is that is the those are the materials that my clients are not using and were ordered not to  less very briefly you know the horse is out of the barn you can take back all these analyses all these business plans and everything else that was disclosed to them and that we asked for protection for and damages fo to claim the request for damages the other thing i said that i would find where we had asserted that we were the st to market to market and that this was part of the business opportunity that page eight of our main brief and and the references forward right to list contracts and securitization but that's disclosed on the face of the nondisclosure agreement so they had that information before they put their john  there is the parties wish to explore the business opportunity related to the purchase and subsequent securitization of real estate related forward contracts the business opportunity which will involve the disclosure of confidential information it's right in the documents on the face of the document so the harrington patent is really besides the point here it has it has no impact and we did provide this is judge sullivan pointed out all these all these confidential analyses the right to list contract is something that we we helped them on so all of this can't be retrieved it's already there and we had asked for damages as a result of the misappropriation that information and i think i can rest that thank you well thank you bob we will reserve commonly understood definition it is not apparent from that what the business opportunity is