summary judgment to trieste source and the denial of this motion for summary judgment absent questions of the court concerning the second issue of the amendment of the complaint i will focus on the cour restated agreement and the bankruptcy court order that was the predicate for the employment agreement issued to mr lay the company tre and took over their position in the bankruptcy including with respect to all of the employment agreements so this was in need year task that was already on  of company in that there were marchers of some of the subsidiaries into the reorganized the reorganized tree source that emerged from the thank for itself resource a different company and then you have an overall reorganization order that assets under both the agreement itself standing alone and the order plus the agreement as a combined governing plan it's then then we can only read that that claim and in a very narrow scope as requiring an actual sale of assets and there is no indication from the contact of the agreement itself standing alone and particularly when you look at the green that was the order that anyone was going to read the language so there was there were a multiplicity of possibilities for reorganization and what happened to these employees and their various companies and in that context where it is view it in a very narrow constricted way either that you green or alone or the agreement plus the order and mr lay certainly didn't view it that way and so if you go back to contention that both you must read the order and the agreeing that as a governing document for the planet and i believe you should not miss from from the moment you do and close this question even protection in the two parts you could have a broad change or conditions clause that would apply in any event but that's not here the change of conditions argument applies only in the second part of the provisions of the first in the event that there's been an acquisition if three sources had not then acquired in some fashion and you argue it was acquired by virtue of somebody guess when you try to argue what's the intent of this agreement to give protections of the employees in the employee in the ideal world one protection under any circumstances and yet he didn't get protection under any circumstance if there was not some kind of viewing the meaning of that acquisition understanding that this agreement even read is as as favorably to your client as possible did not give him the protection is now trying to seek in the event there was no acquisition and why would it matter for the employee what form the acquisition talk i think it mattered because then you would have the change in management that there was and why mr lay also not only didn't stay with promised to protect the employees during this rocky period of time and that's what mr lay thought he had gotten and then with all of the changes ultimately emerged totally out of his control his mill was closed he was no longer the general manager of an operating mill and i don't see the viability and almost everyone was laid off in august or i'm sorry in july and then he stayed with the mail he ensured that the physical assets of the company so if we if if the court is not inclined to view the order as part of the agreement mr lane does contend that the agreement itself was  again because the sale of assets and the definition of acquire or the lack of definition of acquire in the agreement makes it unclear how broad to read that if in fact the agreement standing alone ambiguous then mr lay should get the benefit of extrinsic evidence such as order which does have a broad definition of a he would be entitled to pay unless he landed a new job with the enquirer that was very similar to that really didn't materially adversely change despite the integration clyde's given other cases and the fact that both were presented with a letter to mr lay and when he was asked to sign that agreement i also contends that summary church meant should have been granted to him because both his interpretation at the very least his interpretation and its resources and interpretations were reasonable restated employment agreement that was to give him job security over a limited period of time while three source was going through the uncertainty of these bankruptcy proceedings so he bargained for anything harder it looks like no evidence one way or the other whether if he had wanted to change tree source would have would have considered just nothing in the record as to that fit all what he bargained for what he what he signed up for more than that what about the whole christian fun good reason well you're right that provision is the district court properly held that provision didn't apply because there were some things that had to sale of assets could take place through through merger that's what the that's what the worst of that language is not in the restated employment agreement well didn't the order saying that there should be it that the company shall issue a group life insurance plans supplemental group life insurance plan that shall provide for vesting at age sixt agreement that he actually signed so i understand the president you're citing but i also think this case is somewhat different in that a party is being asked to take an action in this case enter into the agreement which which wasn't the case  of the words used in the agreement are you could do that if they were going to because the judge left in tells me that there was no negotiation between the parties you were just implementation of the order you could do that your honor if there was ambiguity but there was no ambiguity found there was no ambiguity in the plain language of the agreement the agreement that in the trial court i think summarized exactly why why mr lay's not entitled to recover severance benefits the truck court sa before the good reason clause applies plaintiffs must have been terminated in connection with the sale to resource assets then rehired in a comparable capacity by the acquire of the assets then and only then would lay be able to terminate his employment for good reason and claim severance benefits mr lay has bent over backwards and asked the court to bend over backwards and to strain to interpret choir to encompass the situation where resource goes through an deals with terminations and three a deals with terminations for costs three b deals with terminations without parts the general rule is that if tree sourced terminates away without cause during the term paragraph five of the agreement and you are ninety one there's a successor liability provisions and that would apply if there was a it could arguably apply if someone if the ownership of the company changed or if there's an acquisition of all the stock of a company that then this whole agreement would just become binding on the successor company three b is meant to deal with a situation where a particular asset is sold the mill is sold to a competitor exception to the general rule is that no severance will be owed to employee if the employee is terminated in connection with the sale of three source assets but it's offered by the acquire a comparable position in the choir assumes the agreement i provide i think it's if he argues first because the the mills operations were shut down and he is shifted from running an active mill to so winding down the operations of that mill that that was a material wasn't even raised in the in the trial court that wasn't the argument was not raised either in the complaint it wasn't raised in the amended complaint and it wasn't properly raised at any stage of the proceedings in the district court but even pretty good reasoning with the plant manager and now there is no point but he was never hired kids never hired if there was no change of if there is no change of employee he book there's a three step process he has to be a guest be fired argument in the on the motion for summary judgment and the trial as a trial court pointed out this was a situation where lady entered into this agreement knowing that properties were going to be so that the companies properties were going to be sold and that there was going to be a winding down of operations which he was going to do if he hadn't quit was a necessary thing which was helping the company wind down this operation and and he was the best position of anyone to do that every reason to believe that he would have been continue to be employed right through the january december of two thousand and one of the obviously when you swear off they can stop paying him effective january two thousand and two he was supposed to have paid him twelve months t  the term acquiring any particular except for the moment either that the bankruptcy court order is part of the plan one that the order being sent to mr l different ways you could have a straight out sale of assets to a to a third party at the time the order was entered into stanway lumber company was a separate corporation so that could have merged into a third party acquir we're in a bankruptcy and so it does make sense but you could get the parent company emerging from bankruptcy and acquiring in some portions of it only the court was looking at differentiating this case from the circumstances there and i think another another point of differentiation is the fact that the corporate resolution in that c clearly i mean it was written as a recommendation there was there was not even interested in attempt to state that it was a requirement of the officers of the company to go forward with the change in the life insurance policy