honor we raised three issues on our you know the st it year relates to the district court's finding that k or enterprises has standing as a secured party to pursue this action the nd issue related to the district court's finding that mark lyons were the st to d materially rates their account with evergreen who was a non party to this action and the rd issue was relates to damages and was the district court's decision to not award a set off diminished value related to the  then counsel there is at least one other issue that i hope you will address sooner rather than later and that subject matter jurisdiction to jurisdiction here depends on diversity of citizenship and an amount  controversy exceeding seventy five thousand dollars not all of the dealerships have amounts in controversy exceeding seventy five thousand dollars so why is this case properly here well your honor when this when this case was filed it was filed as a it's a case four hundred and eighty eight thousand some change and it was filed as a joint liability they were all the defendants would be liable for that full amount we did not have a decision that it was several and till the district court found that there was diversity jurisdiction at which point in time it also found that there was several lot ability you know if your we are they the factors you've chosen to seek an aggregate amount doesn't solve the jurisdictional problem the supreme court's already held that so where are we given that some of the defendants own less than seventy five thousand dollars well your honor i think the breakdown on that ended up in a judgment that was less than seventy five thousand dollars so i don't have those numbers in front of me but i believe that if you looked at each individual the n r b entity now are babies that can or enterprises each one that would start off seventy five dollars but with the sell off would then be reduced to a lesser amount i've i believe there may also be a little bit of talking past one another here  then the stranger to the contract role would not apply and hear what the event and that them in the then there's no exception and yet indiana has recognized the exception the stranger to the contract exception since the civil war what your honor i think the steps the exception does apply when there is an ambiguity track for me but proceed as you wish to thank you on your so the question of the be asked is what right it st source having the security interest as it may want and the reason why this is significant is that they  enterprises cannot take rights any greater than st source had as of may want so for example as of april th of two thousand and eighteen which would have been two days before the general simon at issue did st source bank have a right to enforce the security interest on the collateral of every and if the answer to that question is no then ten or enterprises did not obtain a right and assignment to go and enforce on the  that was used by the banks and we're talking about officers of the by mr rose and janice newell at the time of this march th two thousand and eighteen payment was payoff and banks deal with that terminology every day they know what a payoff is and if we go and look at the evidence that was presented at trial there is d e mails where on march nd there's a payoff quote there's the e mail saying this is a payoff from the bank officers  the checks are coming in to pay off the no we then have the checks themselves what's in the memo sorry this is an evergreen loan payment and then we have the march th e mail from richard rosenberg is the bank officer who says he's waving interest so that you can back to a d payment back to march nd two thousand and eighteen well you're not waiving interest and that dating d to march nd two thousand and eighteen and less this is a pa cry ask you again time is short and there are several issues here could i ask you to address this question of the so called diminished value set off i have to say st of all i both surprised and disappointed by the rhetoric in your yellow brief in which you described the district court's handling of the diminished value set off as quote just nonsensical from start to finish i have to say i didn't see anything nonsensical about it may or may not be right but i would have thought we've got a pretty clear market value for the goods that were sold namely the invoice prices in april in may why would later changes to the market value of those goods be a set off for the purchase price business that was there the key was was that the insurance they didn't have the insurance and how was that an act of value of the business well here the asset is the r v and if you don't have the manufacturer's warranty that's supposed to come with the  big that diminishes the value of that that are in addition if you're flooding the market with the same r v at thirty percent fifty percent fifteen percent less than what the e prices then you're hurting the marketability of that process so it was a breach of contract to go out of business it's not a breach of contract you go out of business your honor it's a breach of contract to deliver defective are babies that are supposed to have manufacturers warranties that you know well this is the set off i can understand how in theory your clients might be entitled to let's say a envoy's price which where there were increased what you should be realizing on these are babies and that's where the diminished value of the market ability of it because if it's not as markable as it should be and that evidence was that's fifteen to fifty percent then you percent what about that evidence required the district court to believe it well their court didn't have to believe it but from the court's opinion the court didn't consider the court overlooked the court's opinion as there was two witnesses on this issue and the following which the district court had requested plainly show that there was actually forward says which were officers evergreen and those were the two that the district court entirely overlooked trial and that e mail shows that after the bank took the payment treat it as a payoff waive the interest then it's talk to have a conversation with kelly rose about the process for making an assignment but the e mail chain shows that march th they still haven't even spoken well at that point in time the loan is paid off and once the loan is paid off the security interest is extinguished and that's her the contract the two thousand and on loan and security agreement and it's also per indiana law and then we go back to the only agreement that they say mean there their intention is they took their rights on may want and that's part of the general assignment well st or so didn't have any rights as consideration k r s purchase of certain notes made to every and for other good and valuable consideration that same load is identified in exhibit a as an in this case but this seems pretty clumsy i found myself wondering what would have happened of suppose to this to this transaction so long in this case who is they there were a whole series of reconciliation that just simply took coming here the reconciliation is were completed on april th and then  is it's all part of the same transaction going to th part of the original sale of the goods essentially evaporates and but that doesn't seem to be the evidence the way that the set off evidence was presented i know there were those where i'm different for different r v s right i'm talking about as an alternative to divin diminished value if if if the r v is supposed to come with a manufacturer's warranty good for a year or three or whatever and that's worthless then i can see how there might be some kind of set off in essence for a cover that isn't for purchasing  secondary market but is her presented as to that kind of cover or the amounts of those costs in this trial you know your honor there is no evidence that what is a secondary market  if somebody purchased it but there is no evidence at all and he called a secondary market warranty thank you assignees can avoid the counterclaims and set offs of customers who've been left in the lurch by by a manufacturer seller who goes out of business and the only case i see cited in support on this point is this your bank case out of the district court in washington which looks to me like a completely different situation it is  on the evergreen parking lot wanted a deep pocket after evergreens out of business ran that's correct it would apply in this situation but it also applies on any liability based on contract is the statute sto itself refers to viability based on contract or tort sure and you're not liable for issue that only comes up if but are you find the district court should not have said those warranty claims that regards to k r s argument about this was all part of the same transaction and in the reference to selling some additional r v after the march payment the question to be asked there is the ball the st source bank payment history and s where are those reconciliations on the payment history a mint history is the only d payment history related to the loan and issue and the security interest that's at issue is tied to that while it's not marking and said oh st source bank it  nd thing is that essentially what they are enterprises would have this court do is set precedent that a party can come into the case and say we received an assignment you know this may want two thousand eight hundred journal signed this is our rights to pursue this as a secure part then when the litigation and so is and they see what that means they can go and say oh no no no it doesn't mean what it says and it actually means this and when they say that it means something entirely different than what the journal song says they are also rather clumsy way this was handled wound up letting your clients keep a one hundred thousand dollars worth of goods without having to pay for them well yonder and that's that's that's the empty bag that can are wants to argue but that's not the another point your honor that i would make is that when determining the diminished value settle it's not the actual value of the set off that's at play it's an estimate of that and the evidence that way presented at trial and that we've no court when he entered his opinion overlooked two dollars of those witnesses and the two witnesses that he overlooked are the very officers of ever and their statements about the percentages that this was discounted off the prize which is uncontested at trial just so we're clear those who are discounts when evergreen was in process of liquidation later in the summer  out of business and they get those the ability to sell that is diminished and it dates back to the fact that they were defective to begin with which is what their own officers testified to how were they defective to begin with well then the testimony was that they had and then that led to the increased warranty cost which is why they wanted to get out from under this which is why they shuttered their business or they have manufacturer's warranty with these r thank you mr edwards case is taken