hit i also have a motion from a tester capital dated this morning asking to be asking to septa to test her limited or tester capital whether appellant which a bank and also by agreement speaking on behalf of appellant attest or good morning you national issue on this appeal is the standard of review whether this court must defer to the bankruptcy courts interpretation this issue about halfway through the preceding century and over the last thirty years or so just simply getting the issue rock but actually we think you got it right there the police case is about railroad cases from the late forty's and fifty's and i didn't know that they predate the current structure of the bankruptcy courts and also are cases in which the court believed the plain meaning or the clear language of the plan was enough and didn't need to ask so to speak the bankruptcy judge but it's actually the district court judge about his or her opinion of this thing i mean what is comes down to is when a contract governed by new york law is unambiguous there's no need to ask anybody that means it's a matter of law it means for a long time and there's no reason that bankers pleasure the only exception to that rule now this court could theoretically find the lehman plan to be ambiguous and in that case theoretically that some sort of deference would be decision that you could differ to at least not today then if we did go back on remand built up a record and got a decision it came back to you again well the underlying premise of this deference still wouldn't hurt your applicant or one of your main arguments is that the work consideration should be read to mean bargained for consideration right actually when essence rewriting it you're narrowing consideration to bargain for consideration  argument that we've rewritten the plan because we're tell you what we think the words me i think that's a little unfair of a of an accusation we're saying that the word consideration is being used in its legal sense which it and what it means in its legal sense is value given in a bargain for exchange that the you know you get when you when you have to explain that the word by injecting other words it seems to me you are at least arguably trying to rewrite the word rewrite the contract that is by putting adjectives on on on the word i see what you mean but we're not trying to change with the what the plan sets we're trying to interpret what the word consideration means we're saying it should be used in its little more narrow legal sets were also trying to interfere with the word on meats but we have to we have to talk we have to explain what we think the word i means using other words now the bankruptcy court and the appellee as they say that provided on the primary claim as a but for meaning anything that's related in any way to the primary claim well well why aren't they rewriting the plan it doesn't say related to it doesn't say in connection with it could have said those things those are undeniably broad if you think that you think means and satisfaction i have in this sentence that's exactly right that's what we think it means in the same way in the expression payment on a loan you told someone you just made a payment on your loan they understand that to mean obviously not physically something on top of something else that means you've made a payment that pay down your loan it doesn't mean you've made up but i i hear your question your question is if i can pay interest on a loan well why isn't that a payment on the lot and my answer is that this this is just got to be careful interest on a loan that's extended on freights and we could talk about seems that interest is a form of distribution distribution is a tax consideration and therefore arguably interest is consideration not interest host but titian interest which is outside any creditor get a distribution with a capital d after they've been paid in four so there's a problem there if you're painful you get a distribution of post addition interest except you can't get any distributions anymore so we think that's actually a bad thing for them to pick to say aha we're right it does there's a there's a logical flaw in the plan distributions of the capital d logically actually can't can't work to describe post petition interest after the claims have been paid for so and really that's that's the that's our main point they're separate things your claim is one thing and whatever satisfies that claim area here that it carries a matter that you're saying that the post petition interest is the other consideration provided on a corresponding primary claim right here on ensuring that you're right those we're really making two arguments there it's not consideration because it wasn't bargained for we got an automatic leap from the statute we didn't even we didn't f claim for that we just got it automatically and under the statute that was always true it was inevitable if the english entity was solvent so it's not consideration because it wasn't bargained for which is an implicit part of the meaning of the word consideration when lawyers talk about it and the other thing is provided on that money was provided to us i don't deny that and the money was provided in relationship with our primary claim i don't deny that either i'm not making silly arguments what i'm saying is that that money was provided to us but it didn't have the effect of reducing the claim that we actually filed and said why does that matter it matters because the claim that we actually filed is the claim that l b h i guaranteed and agreed to this windfall to us from some other source shouldn't get them off the hook so it's an extreme example but i think everyone would agree if deutsche bank won the lottery while their claim was pending in england that wouldn't have the effect of letting lehman off the hook because we've got logical commercial level but this is a bankruptcy proceeding both here and in doing so there's no logic to it so some people might say that but what are you trying to say is more specific than that you're not allowed to claim for a post but titian interest that there's a cut off on the day that the company goes into the bankruptcy you can't ask for anything after that it's not part of your claim so your stand everybody has just so i understand about that for interest and so i understand you correct me if i'm wrong because you can't claim it it can't count because we can't claim for it and didn't claim for it to fix them or is not consideration number two l b h i shouldn't get credit for it we got all we got these extra extra pounds sterling and his real solid all don't you know it's baseball season nobody's watching don't you want to get it out of the park i'm just trying to give you the fullest answer i can i'm trying not to make this a simple thing i mean it all comes down to the words the words in the in the plan they don't mean what he that they're not obviously correct al b h i would just name and brothers holdings thank you not a problem your honor greg silver for a while for lehman we actually do think this is a simple thing i'm going to start with consideration the that connecting phrase or other that is dispositive because it tells us that the term at the end of the phrase consideration has to be broader d than and has to include the term at the person and you wanted to put it in mathematical terms you could say distribution is a member of this set of consideration we give you examples of why this has to be true it wouldn't make sense to say apples or other vegetables it wouldn't make sense to d say wednesday or other months we know that distribution is included in consideration and that's dispositive here because distribution is a defined term in the plan it's defined payments now to be a distribution the payment has to be made under the plan but we all agree that that limitation does not apply to consideration consideration does not have to be paid under the plan and so what we're left with is consideration which has to be broader than and include distributions can only mean any payment or a transfer and it cannot have the meaning plaintiff's give it a bargain for exchange because if it did then distribution would not be a member of the sat consideration would not be included in consideration and you would to it even as as we stand here today was discussed at issue court's decision and page twenty five it was discussed repeatedly in our brief there's not a word about it in any of playtest brief to this court and i did not hear an answer are made by debtors in the us bankruptcy case where it's plaintiff's got their post petition interest from a debtor in the english insolvency case but otherwise they're the same they're distributions postposition the because it's actually and it's an even an independent argument and i think that the distribution or other consideration combined with this with the d definition of distributions in section one point four seven that's one reason that can't be right here's a different reason it thirteen c said talks about distributions d of post petition interest on the clay and so so just like those well well st that's a pretty tall order courts courts don't usually go around rewriting the actual language of an agreement that the parties included and less there's absolutely no alternative and it's certainly not necessar you have a provision of the platen eight hundred and thirteen dollars c expressly providing d for payments of post petition interest on a claim obviously d if those payments are made they are payments made under the plan is an independent reason why plaintiff's interpretation has to be wrong because it's clear that the distributions of postposition interest under thirteen c count against a guarantee claim and the the  plane we think provided on this is also pretty straightforward that the question is just whether the interest is paid on the claim and we know that the drafters of this plan understood that p distributions or other consideration provided on a claim is deemed to satisfy guarantee understood when they wrote on the same page of the player in a thirteen a that post petition interest is a distribution made on a claim and so obviously i think as i understand the argument the argument is and the claim and why is your you're painting the plane  whereas interest would be paying interest with respect to the claim or something so so arguably if you intended to cover interest you might say something slightly differently at what i understand the argument to be that's that's what i understand the argument to be to judge chin and that is one of these cases where both sides say the language is unambiguous and both sides interpret that of the hundreds of sophisticated parties who hold d interest that are identical d to these two plaintiffs worth billions of dollars only these two plaintiffs have asserted this interpretation but neither of the courts below wound up relying on that themselves described the post petition interest they received as interest on a claim they say it page twelve of their brief that english law requires a solvent atter to pay quote interest on  you wouldn't be making i mean you'd be making the same argument if they had said interest with respect to the claim right i would your honor correct but that but the fact that they put it that way josh shows that a natural english d speaker would distribution provision d and also the single satisfaction rule d d are important here the purpose of the maximum distribution provision is to limit the parent's exposure d on these kinds of claims so that there's money left over to pay other creditors and the single satisfaction rule is a fundamental principle of bankruptcy that says essentially nobody gets a nd helping until everyone gets their st helping well here you've got two parties who undisputedly have received well over the amount of their guarantee claimed by a significant margin and they're asking this court to award d them hundreds of millions of dollars in addition if you did that it would only mean that there hundreds of millions of dollars less available to pay other creditors who have not been nearly as well and are still waiting to get even zero dollars fifty cents on the dollar on their claims we don't think that's consistent with either the purpose of the maximum but that's what the plan provides we're asking for our pound sterling to be trued up to us dollars we haven't received that satisfaction ever we got a bunch of british pounds that's true part of them paid off our claim and part of them pay the statutory interest there's little a gap there's still a thing missing all those extra pounds shouldn't be applied to fill the gap that lehman promised to pay to fill but under the terms of function under the terms of the plan you would be entitled to the circumstances such because pounds worth less than the dollars that we we've got a full payment so to speak in pounds sterling but we still are entitled to the true up to turn it into the two dollars of us dollar size to coin and i'm my whole argument is that the statutory interest didn't didn't make our claim bigger it's not part of our claim but what the creditors here have a claim against you have the balance had the valuation of the power greater than the dollar if and you got paid pounds and overpaid well then well yes you're absolutely right i absolutely agree with that that's what happened with the the japanese yen example that lehman put in their brakes if if if the currency had gone the other way we would have been paid off sooner in england rather than lagging behind so to speak and that we wouldn't have no problem with that they think the i wanted if i can just do a quick specifically about just two things the plan was robustl that doesn't make any sense it's not commercially risen the parties coming to the negotiating the result one guy always wins but it goes to a specific point which is distributions under the plan being consideration the whole plan was negotiated and so loud claim received distributions with a capital d after they've been paid in for which is precisely when you get most british an interest definitely there's an inconsistency in that plan i'm not making it up and appellants we complained about this and page fifteen of our reply b added nine words at the end to fix the problem that they say doesn't exist so i have to leave it we are not the ones who are straining when we say there's a difficulty with this distribution of the capital the include post petition interest you're done you lose i don't think it's that simple which is really what i started with as in this panel to take a fresh look top to bottom with the commercial reasonable list in the back of your mind