contemplated by the parties that is exactly what happened here could you lower the microphone there are three sets of factual findings in the arbitration decision that each independently foreclose ording petitioners the three million dollar now under the express language of the parties agreement i'll go through them one by one but to preview the first is the arbitrator's finding that the contractual requirements for the award were not satisfied the second set is the arbitrator's description of the million dollars accuracy are now despite making a factual finding that the contractual requirements for that are now were not satisfied and what she held was that they were entitle to the earn out that's at the beginning in her and it's  decision she describes the question presented as whether they were entitled to the or now and then at the end of the discussion of the accuracy or not at thirty three thirty four she concludes that they are entitled to your doubt the petitioners do not contest the contractual requirements were not satisfied and they do not defend the arbitrators determination that they were entitled to the accuracy or now anyway so that's the first set moving on to the second set of factual findings with the petitioners do apollo to keep the score of seventy seven during the eighteen month threshold and that would suggest that it was in a disregard of the grievance requirement for certain accuracy school or rather there were findings that you were improperly withholding it on the record why and what why do you contend that he wasn't accurately finding the terms of the agreement satisfied so the to that would be a breach of the agreement that a thirty three there is a factual finding by the arbitrator that product finalization was not certified as of the eighteen month anniversary reason it wasn't certified in the arbitrators view was that you improperly withheld certification because such testing as was done suggested that they had a score of seventy seven as i said i'm not saying you don't have contrary factional arguments but she's she's finding that they satisf agreements she does not actually anywhere in the agreement make a finding that product finalization was satisfied in that sauron a simply refused to certify her factual finding was that sorona delayed the argus team which was contract tasks that were necessary for taking the part of product to market and the arbitrator made a factual finding that those extra contractual tasks again being done by serrano itself were commercially reasonable and in good fa and cannot identify any language in the agreement that prohibited sorona from undertaking that conduct as we point out in our reply brief there is not a single quote of the supposedly expressed language that sorona you're not time i know you reserve some time for rebuttal so if you still had what was it about a minute and a half left even on your seven minutes if you want to use it now you can yes i will go i will go had it up at about and a half or reasonableness is a higher standard than prudent business practice and so that is that is ignoring the clear meaning of the parties contract that is a quintessential example of manifest disregard of the parties agreement and so again any three of those buckets of findings forecloses the arbitrator's award of the accuracy burn out and i'll reserve the rest of my time  arbitrator's award when she looked at these extra contractual requirements that cirrhotic had added to product finalization she looked at them from two points of view at age twenty six she said she's looking at these requirements from the point of product finalization which relates to the pain of the accuracy or now but that she's also looking at them from the point of whether they were reasonable in terms of getting the product on the market but she looked at it from that point of view with respect to the revenue or now she did not say they were commercially reasonable in the sense of changing the contractual terms product finalization what she found and the record is very clear was that once a product finalization had had been certified there would be testing to determine whether pelleas would be would earn the accuracy are now now what she also find as she went through each of these categories of extra contractual requirements was a reasonable from the pro from the point of view of product finalization and the accuracy or and  reasonable from the point of revenue or now and from each one of these she found that this was an actual contractual requirement that rona had added to the term product finalization and she said she even noted with two of them because she had testimony on this issue and it's in the record that in the initial drafts of product finalization these requirements had been put in by saran and they had been negotiated out now if you look at what she actually found with respect to the accuracy earn out she wrote certification of product finalization was delayed by serota as it awaited completion of requirements for product finalization for going to market so that's what she's referring to they added all of these extra contractual requirements so it was delayed certification was delayed because they added these extra contractual forms that's what she found this was still heavily negotiated agreement and it's seemed a little odd that the arbitrator faith but there were no provisions made or other objective standards that were set in place in the gleeman to trigger the accuracy earn out why would why did it go too far to do what she did well i don't believe it went too far because if you have only negotiate and you say product finalization is going to be x number of requirements i don't think you really anticipate that the other side is going to come in and as one person testified that was just a suggestion is she i could add to whatever i want that was the serrano point of view at the hearing and that was something that i don't think that my client anticipated they spent significant time i mean there are a whole host of things beta testing knowledge transfer integrate beta testing was specifically negotiate and in that sense i don't think was in the party's minds after they've gone through this whole process of what product finalization would be and as as as she indicates there were requests to certify there were requests to do the testing and it wasn't just a question of whether we could have done the entire testing out of the contract we would have had to have gotten permission to use the number of the products that we wanted to use  testing they were they rejected that request every time just like they were just rejected the certification of product finalization request but i think i think the point the point here is that even if the court were to find that she found some that she committed some serious error that's that's an insufficient basis to vacate the award under the law parents must show that the arbitrator was not interpret in the contract and instead based her decision on other factors and there's no evidence in the record that that's what she was doing here i mean her her her award goes through the terms of the contract goes through the evidence and is very clear when you look at the other cases cited by the  re marine and harry hoffman it's very clear that in those situations the arbitrator went off the contract made findings that were specifically contrary to the contract said that they had carte blanche to decide this how they wanted to win that they were using they were using equity instead of interpreting the contract if there is any colorable basis for her decision if there's any indication that she's she's interpret in the contract and not going off base with a contract then it's our position that this work should be upheld getting to the manifest disregard of the law you know again this is a very high burden for the appellant there's no indication here that she manifestly disregarded delaware law she specifically cites law and goes through in quotes the law that was put forth to her by the appellants she says yes i understand the law does not allow me to to look at these projections without any analysis but then she says it also doesn't require me to reject it out of hand and then she cites and quotes delaware law and in fact in one of the cases that the appellants have now argued that there should be a presumption that should have been up held by the arbitrator and one of the cases that are cited by by the appellant the second secret case from delaware the award actually rejected damages and said it was sorry the chance report actually rejected damages and said it was too speculative it went to the supreme court this cream court said no we don't think it's too speculative sent it back and then the chance report found damages and the supreme court upheld that so that's a delaware case where they said that so yes this was a heavily negotiated contract the parties listed as a five thirty one of the appendix those are the product finalization requirements those would have to be done by the argus team in order to achieve the accuracy earn out and in addition to that as judge carney pointed out there would have to actually be the calculation of an accuracy number in because it's with the protocol laid out in the contract as the arbitrator acknowledged that protocol was never satisfied what the arbitrator found was not that the sarong required petitioners or their team the argus team to do anything beyond the particular hermansen eighty five thirty one there is no factual finding award that the requirements on five thirty one were satisfied as of the eighteen month anniversary what happened according to the arbitration or not i just want to be very clear and both read brief and just now a number of factual assertions were me that and in fact if serota had not done that we'd probably be here basing a challenge that they did not act in good faith with respect to getting the mark the product to market and that with respect to stand your freeview would you agree that we need to uphold the arbitrator's decision if it's supported by at least the barely colorable justification yes and it's an under you said in other cases it's a not enough to just simply say that there's a dispute about contractual interpretation the petitioners would have to actually identify language well there's a distinction between acting reasonably with respect to putting the product on the market and acting reasonably with respect to the accuracy or now but three or four ages very broad it does not leave any space for that sort of distinction and the arbitrator certainly didn't