your additional investors provide the necessary capital and the parties reach an agreement to pay the appellant's a fee of cheap percent of the capital raised this is the agreement we refer to as the capital raising excuse me with the praise reached an and then the obligation of the party engaging the services and benefiting that there where five point us to where the defendants agreed that they would pay the two percent november november th but the parties were continuing to negotiate a full terms of the joint venture and that was referred to as you know the deal structure so there were other terms that they can see to negotiate d and it was understood that they needed to reach the formal agreement on the joint venture that were dismissed with respect to the parties rights in the property but there was no precursor agreement that a formalized agreement had to occur for any capital  when they said there were counteroffers there were other aspects to the deal with respect to the joint venture that the parties continue to negotiate after they had reached a fundamental agreement to pay a fee for the service of acquiring more capital and acquiring but wasn't one of those changes that occurred changing in december to not having macro pay but having the joint venture put paid having the obligation be the venture itself the that is true that the at in agree to take part in part and part of their fee by rats it into the jail cost now this went away when they were excluded from the joint venture through no fault of their own but that doesn't obviate the whole agreement that they were entitled to a fee for services they actually performed then it became the responsibility of the only other party the albacore to determine how they were going to meet their obligations but that was not the fault of the appellant's and it also wasn't something that  these are completely separate agreements but at the very least there were there were significant issues of fact in the record throughout all these communications there were some some there was some evidence supporting you know for example that that that they accepted another fee but there's plenty of countervailing evidence from the same time that they never intended this to override or waive the their entitlements or if the end of the capital raise agreement from at least i have one basic question which is the complaint makes what i think is a mistake that we see a lot which is that alleges an l l sees citizenship by its state of registration and principal place of business but of course that they the citizenship of an l l c is the citizenship of every single member and it would just destroy complete diversity if there were an alien among the l l c members is there anything in the record confirming the is the is the primary principle but i do not know if there is another if there are any or if there's any evidence in the record of the dumbest eyelet any of the other members i don't believe i don't least i think judge eckels point is that that should have been confirmed before the complaint was filed because otherwise all of this litigation would have been for not if if indeed there wasn't full diversity submitting after david's towards the towards the end of the case prior to issuing issuing his decision on summary judgment confirming that the l c s members were domestic members and therefore there was a complete diversity such that he could rule on and i've forgiven forgive me i don't know if it's in the record i assume it is it was towards the end of of the docket and i can find it at a later time the court needs to know i think with respect to the substantive case you heard from my adversary that the a mental agreement to which they cling is the nov th e mail which is the judge chin pointed out  i think a two percent fee will work it doesn't indicate the op would go or it doesn't and the key what the fee is for whether it's the entire amount of the capital whether it's the debt whether it's the equity it doesn't say even the property with respect to that email the subsequent email to ever put me to the bones as you would say it starts filling out what the actual agreement is for and you see on feel will be capitalized within the deal or it will be a deal cost it's not just that the deal with the fear would be capitalized within the actual fund raise it would actually be paid by the joint venture fee by the lower tier joining bench or some on managing member in other words the that line indicates that the lower tier joint venture which was the joint venture that was being formed would be paying the placements  ultimately i think judge can you noted there was a point in time where hala wanted said good enough so if there was ever a meeting of the minds between the parties it was in december not in november but in december experience of two thousand and fourteen email and that was what parties had and then there was a subsequent payment and as you may recall judge jacobs for five one million dollars which was in november of two thousand and fourteen and there's another release agreement that was executed that release agreement was between a delaware entity but included within it the you know the sort of general language that many people include such as all there but there there were releases with the terms fairly stated by your adversary share for the november release is for the releases the two one of the november agreement was also an agreement that was between or that had to park holdings which was the human best entity and if people often people usually get releases better writer than just the individuals who are paying and receiving the money because people don't want to be bothered with for th want to get sucked into it they don't want to get claims over anything else so very often will lisa's essay as i'm sure you did not include as many people who can and steve said you can squeeze into them and then participant in that in the delaware and city but otherwise it wasn't it wasn't referenced by name in any of the release clause as i said so this is something that presents at the very least an issue of fact as they the best evidence of whether that there was a