arbitration now that requires the siding whether or not the trial court properly apply the uniform commercial code to the determination of whether or not there was no since there is not most part i want to stay on the issue of the notice as much as possible but the trial court gave us very little insight as to the court's analysis i have quoted the my prove my case from this district asking courts to clarify their ruling we really don't have a trial court determination on exactly whether or not there was proper notice and a lot of the elements of the agreement the it was rather cursory and conclusory the trial court did specifically state though that we believe that the national grain of feet association rules apply both to contract formation whether or not there was a contract and of course top flight believes that the national brain the association rules apply but if they had them as have those arbitration rules as a part of their form on the back of the contract and of course there are searching that the arbitration provision if an agreement existed the bells of the parties to proceed arbitration over this dispute now the uniform commercial code actually addresses the ability of parties to cooperate in terms of establishing notice in section tool for paragraph one so whenever the commercial code requires any action to be taken within a reasonable time any time which is not manifestly unreasonable maybe fixed by agreement so you have the u c c provision that if the national greenfield association rules have become applies then the notice is much more constrained because it requires under rule three a and i'll get to that in just a moment to send out a notice yes oh i'm sorry i didn't mean to interrupt no problem you could just argue that the noble standard should be applied to this court determination if that argument fails and we have to fall back to the u c c and the reasonable notice it would still be within the province of this court to determine whether or not that was the the political law in lieu of the national brain feed association rules and at that point if we go back to whether or not notice was reasonable what with the terms of the contract it include an arbitration clause and i think we do fall back governing contract formation and the outcome of this dispute typically on the issue of reasonable no siree quote of u c c provision that indicates the parties can set this by agreement and indeed topflight believe that the national these rules will be of political contract formation and resolute resolving disputes if the court accepts tough lights testimony in terms of what was stamped there is quite a bit of  the trial court level in terms of what was on the back of these formal contracts while there were different versions that had different paragraphs and so forth but if this court concludes to his satisfaction that the back of these contracts has standard conditions that were to be applied to their contract in this case if there was an agreement then you can examine her graph eleven according to our flights testimony that indicates that the  a trade rules will apply on the day that this purchase contract is signed an incorrect thirteen a says this contract shall be governed by you construed in accordance with the laws of the state of illinois if the matter is not addressed by the n g s they trade rules and here it is if you go on from that point angie f a a rule three a within their contract formation rules and a case that in this would be in a situation where there is no written signature there's no written contract that both parties signed and can verify and point to the circumstances where they were both meeting and return the contract in this type of a situation where there is a question about whether or not there was agreement rule three states that it's imperative to send a written confirmation that require quote not later than the close of the business day following that date of trade unquote now if you apply that to the facts of this case while you have well i suppose many of the facts are in dispute you still have top flight testifying on march third they visited mr williams testify that adam jackson basically typed the terms into the contract stamp something out with or without provisions on the back their testimony indicates that there were some standard resumes on the back many of which i prefer today and the document where the alleged contract i think the court will find that light sleep likely fall short for example on the record volume eight page one hundred four this is mr broom testifying to one of the managers for top to eighty they were both printed off i combined it with thirty six to eighty put it in a window on below in the interest showing what the postage on it and mailed out put it on a desk for the u s postal service to pick up and that's where was that there was any certainty in the in the post office picking it up off that yes it doesn't establish any extrinsic procedure that would indicate it was going to be mailed now top flight quoted two cases that assert that if you can establish as a regular business for us this is what we do to mail if we follow that in this case then it may be sufficient but i think both of those cases failed to be a political principle or  situation in other words the standard is if you can show that you have a regular procedure for mailing and you follow that regular procedure that it may be sufficient to show that you mailed out the notice as long as there are some kind of corroborating evidence to establish the fact that customs fall and that's what you see in taber and the out case which were asserted by top flight in saver there wasn't just an assertion that the notice had been mailed there were other actions taken the secretary would fill out a proper information and place the confirmation in a window two copies would be mail again i don't want to go received no course i wasn't the issue at trial here but from my client's perspective there were other conversations that come from thirty six to eighty you notice it's not in the sequence of numbers as you would normally number contract proceeding through brain agreements so my client never denied the existence of thirty six to a as far as i knew and there were other conversation conversations that confirmed the agreements he certainly didn't receive there's no necessity received a notice on thirty six to eighty but some of these other conversations either the grain elevator is home confirmed that it just wasn't one six eight seven seven originally part of a larger contract double the size of this one it was records in the house there were other copies made that the mailing and other ways to document the process of ben had been followed rather than testimony four or five years later basically say this is the way we mail things and this is the way we did it on this occasion and the our case same thing they created a current copy of the mailing a certificate of mailing and of photo of the notice and a cancellation of the third party now that's other programming evidence that shows here's a rec how hard it would have been and i have a record as soon as we log this notice we have a copy of it we did this procedure and house to send mr williams a confirmation he didn't do that now i realize the certificate of service in the sense that we use this counsel isn't directly a political to this case but imagine if i could do a certificate of service or an indictment of somebody this on this day i put it on the lot but i placed it on a desk where the u s post office normally picks it up that would be inadequate and i think it's in an equivalent of the national brain of food association rules unless or some other evidence or record that would establish that they were following their own procedure again one of the major problems even if you accept all of their testimony  accurate as we don't know what time of day it was was it nine o'clock was it three pm at the post office already sent somebody for the day you have to take a leap of faith for that to leave the best not only that day but even if you apply the u c c rules at any time in the future without any corroborating evidence to indicate how the how low the sample i understand the argument that you're making that the evidence for a basis contracts in the prior year so large contracts we're talking two hundred thousand bushels or now they handed him an acknowledgement confirmation that these contracts existed he never denied it  he understood the situation he understood his obligations under those contracts are two hundred thousand dollars two hundred thousand bushels but he couldn't fulfill the contract he needed a break  basically needed a favor so they worked out a deal we're going to split the two hundred thousand those two hundred thousand bushel contracts into two contracts one deliverable directly to a d m the other deliverable to top flight in may two thousand eleven now the following day they printed off the contract signed it placed it in an on below with the williams address showing a fixed postage and placed it on the chief financial officers desk which is the central point in which the u s postal service picks up the mail on a daily basis so counsel what is the evidence that operates the evidence to corroborate cities actually fairly extensive number one as justice harris pointed out there is no evidence in the record no that he never heard that he did not receive this confirmation at no point that mr williams testified i never received it and that's that's very strong evidence right there we also have the fact that the letter was never returned undeliverable we have the fact that williams the following business day it's all the because the confirmation was mailed on friday for the following business day they visited him personally and handed him the contract and he never there is a personal visit i believe it occurred in april where they discussed the contract and then finally we have a letter from mr williams on april twenty ninth saying i intend to fulfill this contract but i need a little bit more time i need a break i need another favor give me a little bit more time and they gave him a little bit more time but of course he never delivered on that contract and now he's before this court ask for one more faith he says being that this contract disappear he's asking that he doesn't know anything that this hundred thousand bushels of corn never existed it's unenforceable and that i think from just a basic fairness and justice aspect i find that upsetting now there was some discussion here about whether this issue is governed by the  the rules as a means of constructing and interpreted the contract the question here is whether the contract isn't forcible under illinois law and if so then under the terms of the contract it must be arbitrated to the energy of fate a question in that regard i understand that if it's a matter of for civility then we're looking at it as a question of law or then of overview when it comes to contract formation it does is it requires it that if the contract is found in forcible and that discrimination is by the benefits with evidence if it is found in forcible than under the terms of the contract case is determined entirely under the uniform commercial code and the illinois statutory or elderly common law is the formation of contracts under the u we are required to give confirmation of the contract within a reasonable period of time we did so we are proof that a confirmation is properly filled out together with evidence of an office custom and practice is to mailing is sufficient proof of baling when the risk corroborating evidence to establish that the cousin was followed you know that's the rule of law that applies here  counsel brought up the taper decision and taper decision points out that said that's the rule but it's a republican a presumption and if it's rebuttable then it's determined by the trial that that's where we go to the judge we had a bench trial the trier of fact determined as a matter of issue of fact that confirmation was sent within a reasonable period of time and that  can only be reviewed under the manifest weight standard under that standard that so i think we all know that standards extremely high this court can overturn that that factual determination if it finds the judge's ruling to be completely the reasonable or arbitrary or not based on the evidence and i quite frankly i do not believe that you can possibly construe the trout words ruling as too tightly confirmation as acted on the first contract and never delivered on the second we have the fact that he never objected at any time even though the following business stayed after that confirmation was mailed he never objected he never  any point until after the time limit or of performing on the contract had been expired this case cannot be determined under any rule of law other than illinois common law and illinois statutory law beautiful uniform commercial code to say otherwise is to basically to of ignore the basic terms of the ir case there is no way to construe a three day other than a contract formation and that contract formation rule in a situation that applies to its members says this whole ability to reach  agreement without a written signature that may or may not include an arbitration provision says you have to send notice if there is no written signature by the close of the next business day there's no way to construe that anyway other than have no choice even under the manifest weight station stand but to construe his decision and try to a vision of what he was thinking when he made these conclusions restatements council says you have to you can't construe the trial court's decision you don't have any choice we have about sixty words the basically say there was an agreement doesn't address the issue of notice doesn't provide any rationale it doesn't provide any rationale for why you see c develop should apply analysis despite your own rulings that should provide some explanation so with all due respect to judge benson i think that this court has no choice but to review it even on the factual for thank you both the case will be