requirements is that the claim arise out of professional services rendered by the insurer here i don't think that there's any dispute from the parties that if in fact the underlying claim that  enterprise that was either uncontrolled or managed by the by any insured again i think that's i just did that this claim actually was in connection with mr willy's other business idea catalyst that's where the  third requirement is that there be a conflict of interest between any insured and with any form or with any client or former client or with the interest of any person claiming it interested in it the same or related business enterprise so under that one who realize that in fact there is such a conflict of interest in fact that that contract conflict of interest is the premise of the underlying lawsuit is the sole basis for the underlying lawsuit is that mr slater claims that mr willy had a conflict of interest in both representing an idea catulus under the contract as well as representing mr slater when he accepted the funds and then failed to disperse them and so this really i think is a textbook application of this bennett business enterprise exclusion we  in our brief give you a couple of exemplar pieces and really the purpose of the use exclusions aren't you eliminate a situation where an attorney is intermingling his business with another business that he  again owns manages controls in such a way that the insurance company ultimately isn't accepting is simply a risk for the lawyer and working for his law firm but ends up excepting the  firm instead of that outside company to to look for the funds to cover what otherwise would be a business or so again we think that that's what happened here mr willie was wearing two hats at the time but he signed that that he does we believe that mr slater was the client mr willie and there's a couple of things that i would say you know that goes to that number one is i would say look at the underlying petition  relationship and here the only way that you get a special relationship is by mr slater being a client mr really and so that you know that's that is that that would be one of the things i would say that the other thing that i would say is that alternatively too that even if we were to get to the place where mr slipper was not in fact a client of mr willy's there's still a further way under that exclusion that you can get to the business enterprise that we're talking about here could be defined as in fact the year deal that was being constructed under this contract again here mr slater is not and uninterested third party to this enterprise he had his a financial interest in the enterprise that that was being undertaken finally what i would say is that even if you get to the place where none of those lies  the only way that the business risk exclusion does not apply is if mr willie was providing no services to mr slater if that is the case then you have to look at the and so mr schluter would qualify as others so in other words they so if if you have if you're providing a service i mean a number one i would say so a professional service  does in compass being gateman it well as a lawyer it's a legal engagement if you look at the definition of professional services so we can't release you know that sort of in the in the bigger picture but at the end of the day and in the ensuring agreement allows for claims that result from rendering her fairly or trying to a professional services to others that you others is mean other than you know themselves or them you know so in other words the idea is that if an attorney is representing themselves in their own interests that that in fact isn't something that would be covered by the policy that's not a risk that that emeline is is undertaking again because that would be a rest that would be outside of the boundaries of the normal practice that that he would be engaged in and so mr slater would be you know part of those others so if he was providing professional services to mr slater then again i think if he know no i mean i would agree that i mean again but if you're talking about you know what professional services so in other words if he if it fits within the definition of professional services such that the insuring agreement would apply then at that point throughout the policy he should be considered as having it obtain professional services from mr willing the only way that you end up with no coverage in this case is if you change the definition of professional services once you get into the exclusion and so but for the purposes of the ensuring agreements he provided professional services to others meaning mr slater but then when you get into doing the exclusion you say in fact he didn't provide professional services to mr slater because he was never a client and again you have to remember that the provision of professional services would be and again it would cover as for services those are specifically included in the definition of professional services but it would still be those escrow services while he was engaged in the practice of in the private practice of law while engaged in a private practice of law is included as part of the definition of professional services and so it's ok again if you if you meet that initial bar in order for there to be coverage potentially coverage under the policy under the interim agreement and the definition of profession professional services when you get to the exclusion that definition of mr slater has his client still applies such that the exclusion  i don't know if i made that more clear and so i guess again that's what i would i would wrap it back to what we were just talking about and then just add in i guess that the definition of the insert here is that mean that we were saying that it was only when he actually represented really o'brien that's not the case we are playing it really a feeling meaning of the policy that i think every moire knows that their policy doesn't apply when they if they were to go and provide legal services for another law firm if i were you know rather than working for ron and james today if i stopped by brian haven and did some work for them my friend james policy wouldn't apply to me and so that's what we're talking about right now the last argument that i want to touch on from the police brief is that they have argued the idea of what is in fact mr willie were performing legal escrow agent your the agent of everybody to the con to that agreement but if we were to set that aside for purposes of the business enterprise version and look at that question would it be ok that if they were doing work visitation as an attorney to get him to deposit this money in the account and then didn't pay out and so i would say number one look to the president and number two i would say look to the case law we provided you a couple again of example our cases and what those done and so again what i would say is that here the claim mr slater mr slipper's plane that the funds were not properly returned to him didn't arise out of mr merely providing legal services to idea catulus there's no claim by a catalyst that he did anything wrong and therefore they're liable to mr slater this isn't a case where they're trying to get a liability around that way and what they're trying to do is actually cut out mr slater  situation it's that in fact the claims from mr slater flowed from the failure to disperse those funds the failure to return the funds to him and when the deal fell apart here and so if you look at if he had a relationship the kind of leads back to the fact that under the ensuring agreement that there would be no record and then the last thing that i'll touch on and i'm going to touch on this just briefly because i am not sure that there is even a in the trial court that if there is no coverage for mr willie in fact there's no coverage for his law firm either and that goes back to the fact that the exclusion references and he inserted if it the work is done for another company that any insured you know is in control of that the exclusion applies and again i would say that that the other language is all tied to the firm as well and the trial courts never reach this issue because they decided against us and so they didn't have services definition and the exclusion does not apply this court was written was inquiring is about as to whether or not schluter had an interest or whether they are under the exclusion had an interest or control directly the coverage under this policy it is clear that professional services are defined and that an escrow agent is one of the professional services the fine we have coverage now then we go to the exclusion and again i without reiterating what i said earlier mr schluter did not was not a client not a former client and had no interest in idea catalyst he was willing was under contract idea careless and willie was operating under the control of my dear capitalist in pearly while engaged in the practice of private private practice a law accident of right agent does that form attorney client relationship and the answer is no if it did it would basically lead to take out any coverage for any person unless you mediate would be an absurd result and would basically our coverage for any of the covered professional services that  is that simple again i think that when he says in fact he wasn't a client because he was never in a train and this is an argument that we've gone back and forth on you know sort of throughout the the reading of this case and again i would say if they're going to stand firm and they're going to say that activities that mr willie engaged in he did not engage in while engaged in a private practice while there is no coverage so if i'm not saying that every time that you have an as her image then you automatically become and an attorney for each of those participants in the ascertainment each of the people i'm at but what i would say is they are your clients and that if that you engaged in so in other words if you had you know and not i am would not provide coverage if mr really opened up a business that was in escrow business that he operated separately from willy o'brian and went out and conducted engagement you know i mean and engaged as for agreements i mean it just wouldn't cover that and under their reading of this policy it would i would say is that again that's falling directly in the realm of what these business enterprise exclusions are intended to cover i mean these really are intended to limit the exposure to the insurance company as to the firm itself i mean because that's what they're trying to cover they're not trying to cover the firm and its partners and any other side businesses that they happen to have and so i think again you just have to go and look at this with a really plain reading of the pol in fact he was the only person who had money at stake in this business enterprise that this was a deal idea callus was set up you know to facilitate this deal and this deal was to get the twenty five million dollar letter of credit mr slater is the one who put the money and mr slater's the one who is out the money now i don't know that you can in any way qualify that as him not having an interest in this business  as to that again i don't think that there are certain results if you look at this from a commonsense perspective i also don't think that there's any way that this is an ambiguous contract i think that any attorney understands that when the fact i got drunk on the way to court today because i was nervous and ended up getting into an accident my firm would not have to cover the drunk punitive damages for that drunk driving incident and i mean it there are a brother things that it provides coverage for professional services including astor services that are conducted while engaged in the private practice of law and again i would bring you back to the only way that you could find i mean if you find coverage in this instance you would be finding is that in fact that he could open up an escrow agency and run that her agency and all of its liability under his law firm policy se