to please the court your honors the case and this appeal involves this panel's to nova view of the district court's disposition of competing summary judgment and the ruling below we submit to proceed from one fundamental error and it begins at the at the outset of the opinion the district court classifies the obligation that the  enforce as a commission it is not a commission it is not described as such in the contract that seeks that is sought to be enforced and the district courts factual terakhir zation of it as a commission leads to a multitude of errors that we ask this court to correct now the obligation that the applet seeks to enforce is clearly and unequivocally described in the usa off contract as revenue sharing it is part of the purchase price paid in that transaction which occurred in two thousand and six whereby u fidelity sold certain assets to a company called grayson and graystone agreed to pay for those assets in a combination of ways which included this revenue sharing it is most explicitly not a commission it is not a referral fee and when we get to that question yes you agree that exhibit eight to that agreement was included in not only that but it also included the four counts that whether we call them commissions or whatever they were included on exhibit age i do your honor and i would concede that they're included exhibit h and that leads to another complaint that we have lawyers with what the district courts analysis did because the district court did not touch on the underlying litigation that preceded the usa death fidelity and republic dispute because that that listed was alleged to have been a misrepresentation and an error in prior in a prior was sued that that was resolved in the northern district of texas and the essence of that lawsuit as a sort of bought republic was it greystone the seller in the transaction hasn't had misrepresented these four accounts and the obligations consistent with those accounts as a referral fee obligation and at that your honor i think is sort of the touchstone for a point that i was get to a little bit later which is the district courts analysis started they are and work backwards whereas it should have started at the front it should have started at the contract that the party who was coming to court seeking to enforce the contract but what that contract described and what obligation was sought to be enforced in that contract and additional courts analysis started there and went backwards instead of starting at the u s a f contract and then working for and so that with your authority that you have standing to contest not only that but also the in the assignment i don't believe your honor that that that we have any authority to contest holding us libel for the contract when we are not a part of that contract we are not privy to that contract and that contract cannot be a song and to that point it brings up a very salient point which is that the district court simply refused to address the fact that u s a s slash fidelity sued its contract imported greystone the only two parties to that contract were involved  settlement by operation of that settlement i submit your honour's that that extinguishes greystones contractual obligations preterm it ing whether or not there was an assignment on sumption or a future a you cannot undo the fact that graystone as the alleged assignment or whatever you want to characterize them as they no longer have a contractual obligation under the usa of contract there is nothing left to enforce when that happen and we touched on these concepts in our brief i do want to mention of two related topics under texas law which is the one satisfaction rule in the election of remedies we have this i think your honor goes to the point you just mentioned about it stop at the point in time in twenty thirteen when u s a f learned that its contract with graystone had been breached usa have chose to sue greystone alleging that graystone had breached the contract and that it was entitle to damages they followed a separate claim against republicans saying that republican torturously interfered with that contract that was dismissed by the district court once the underlying case was settled but that's an important factual point which the district court never addresses in its seven page opinion it does not address what effect u s a s election of its remedy with full knowledge of all the facts and saying we're not going to enforce this contract against yesterday or the alleged assassination we're going to enforce it against the party that has the obligation they did that they settled it and they were sea of compensation all of these facts were before the district court the district court did not address them that is also important for the the principle of the one satisfaction which is under texas law and the cases that we've cited in our brief which is the winner versus hair decision and the sleigh versus burnett trust that a pla once they get satisfaction for their damages cannot then go and sue others for the same damages here usa of fidelity has sued for breach of contract they have alleged that they were damaged by that breach of contract they have recovered a satisfaction through settlement of those damages texas law says you can't then sue somebody else for those say damages the that's not withstanding the section one point three language regarding the assumption yet that yes your honor that is correct putting aside the issue of an assumption the election to sue greystone and the settlement on the recovery of the money the election of remedies in the one satisfaction rule apply regardless of what happened seven years later through an assignment or assumption or whatever and i think that brings me back to a fundamental problem with the district courts analysis is it is it the district court in its analysis analyze the greystone republic contract it didn't analyze the contract that was sued upon that is the u s a s contract that the we've cited to the language that contract is clear you do not need to go beyond that contract to come to the conclusion that the obligation that u s a s not greystone the obligation that usa have seeks to enforce against republic is a payment price obligation it is not a referral fee it is not a commission and that's important because it's it would be one thing if graystone assigned its rights which is we don't have standing to raise as issues and as we pointed out in our reply i'm sure if i could find some obligation in the usa of contract that was owed from usa after greystone and i tried to enforce it i would be met with the defense of your not in privity and there's an anti it's not meant clause so you can't come into this bilateral agreement and seek to enforce obligations or receive benefits and that's the essence i think of our position which doesn't happen until seven years later the breach of the political seeks to keep the panels attendant attention on that contract was your client benefiting from these four accounts my understanding is that there was some type of income stream yes we can see that there is a benefit because it is an asset as they looked at it it was an asset from greystone that they purchased they had no clue when they purchased it and that was the essence of the underlying lawsuit and misrepresentation that there was this indefinite income stream assignment and had we known that had that been fully disclosed then then the purchase would have been adjusted and changed and that goes i think to very important point which is while i conceded earlier in my argument your honor that it was listed in exhibit age there is no contract and that's a very important point because all of the other accounts listed in h have a contract what's known as a referral fee agreement that agreement is a bilateral agreement which continues to produce positive affects for the purchaser so i was going to save this point for rebuttal but my question for fidelity is what benefit what continuing benefit what referrals are you making for the benefit of republic the two to republicans and i think that goes back to the proper definition of what the obligation is to take payment price obligation because usa have sold the asset they said free and clear it's yours greystone and gra said i will pay for it in this way and those parties agreed to that now if graystone it if at the point in time when greystone breached the contract and assign these income streams the the other point which i'd like to make which is that the you know the diversion that the apple you need to make is critical because the apple a does not want you to focus on the very contract it  because that contract there is no privity with republicans so the claim fails there is an anti assignment clause that says greystone cannot assign it and then most importantly there is the concept under texas law and i think most jurisdictions that original obligate and so when you settle with the assigned or you release the assign it and that goes to the settlement issue which the district court never addressed in its opinion although i don't believe it's necessary that there is an additional sort of legal error which would raise a brief which is the the myopic focus of the district court on just one portion they just focused on exhibit age it did not focus on the entirety of the republic raised him contract we cited to the court the new start decision which reversed a summary judgment grant saying you can't just it was a similar situation where you had conflicting terms within a large document you can't just look at one  term and not construe the other terms and if that happens if there are conflicting terms and you have to go the intent of the parties and the record evidence at least at the summary judgment stage here was that there was no intent to assume this indefinite purchase price obligation and in filing your honour's we have asked because we think the record is clear that as respects republics motion for summary judgment which was based on two premises one that the claim by fidelity that they have contractual rights against republic should be dismissed for lack of privity there is no evidence of an expressed assumption of greystones payment price obligation in the record none was submitted in opposition to summary judgment and therefore summary judgment is proper dismissing u s a s contract claim against republic relatedly the alternative claim asserted in the twenty percent commission to assume the obligation to pay what republic once in this appeal is either the debility to terminate that agreement because it's indefinite are because they didn't assume very pacific if you go back and look at the purchase routes we republican placed on one point one three where mentions exhibit h there is an express assumption where accounts high price or a certain amount of symbolic actions and that's exactly what happened with this and so if you follow the public's or are determined  to allocate any type of settlement money one way or the other and why would that decision preclude any benefit to republicans this time well of the promise of the parties  and includes several things and you have a teenager paragraph  we could i mean so there was a suit for a loss of or for breach of contract there was an allocation of attorney's fees to some of that and there is not really credit that should be given in this case because there was a benefit to the public with this element now on the issue as to what's contract to focus on the district court correctly focused on the agreement between greystone republic and i think of the leaves of this is that it really didn't matter what the exhibit age obligations were called but the fundamental bargain between the parties with those obligations identified and they're clearly identified would be assumed and paid by republic and that's a sack obligation what they're trying to wait this point if you dress down for councils opening point that we're not talking about a commissioner we're talking about deferred compensation well of three points on that it really doesn't in my opinion doesn't matter what it's called in the greystone republic contract it in the district court notice and that part of the consideration of the backup of that part of the consideration and the greystone  transaction was this time of this twenty things now the existing court correctly reason that you can't just characterize it for your own benefit it's a woman ok and that's something that's not covered by th exchange they're getting these accounts which up to the point of we're in the summer just in the fall they had received over five hundred something thousand dollars with the fees on them on the fidelity accounts and had  terminated but they don't want to terminate the that part of the contract they don't stop getting those fees but to get back to to your point you are the there was just an excuse or six something republics are in there always seems a clear exclude liability with respect that part but the why but the revenue streams except where they're excluded there don't relate to the transaction with republic as we've discussed before that attorneys fees could be allocated in the settlement and proceed with what we think is damages contract and they resolved that and i think it's important for the panel to see that the attorney representing us a f in the underlying northern district of texas case is the owner of u s a s fidelity so the  party who decides to try and allocate his damages attorney's fees is that is the it's the part of it is u s a s and i think that goes to our point i disagree with that with the interpretation  contract as allowing for attorney's fees i don't think that's the case i think it's they're using that term of losses for some indemnification it was not a political it was not played in the northern dish or the texas case because i was involved in that underlying case and i can tell by law by statute attorneys fees well that is true but there's a very particular quirk to that law it only applies to a person or a corporation it does not apply to a limited partnership greystone the party is not statutory liable could not be statutorily liable for attorney's fees to usa so regardless of that point judging the heart of think it's important to note that the district court made no examination of the record of it's to determine what portion if discuss to discuss is i agree with counts for applique the greystone republic contract has no relevance to defining the obligation that junk and asked about it has no relevance to it that is the that is the reason we are here because the district court defined the obligation in the usa of contract by reading the greystone republic contract that's not correct the obligation in the us and contract which is defined and it's in our brief a page seven it section two basic transaction it is it record at the record page three sixty five of the record it clearly says that the revenue sharing the twenty percent obligation that us often seeks to now enforce is part of the basic consideration paid for the acquisition of the assets it is most definitely not a commission is most definitely not a referral thing which is a point i'd like to close on which i mentioned in my opening by the very nature a commission or a referral fee constitutes a bilateral obligation i'm going to pay you a commission because you are going to perform future obligations and referrals to me you are going to help generate future income for me for which i will pay you a commission referral fee that does not exist here now what counsel for appellate complained of is that we got some benefit of the bargain we didn't pay for that is incorrect in the purchase price that republic paid to greystone they paid for the assets they acquired and that goes back to the fundamental the reason why when republic found out about this mess they sued greystone for misrepresentation and breach because this should not have been an exhibit age and that persons flow tech