brief it was pretty comprehensive in terms of that i just wanted today to point out some perhaps some highlights of that in regard to whether there was a written contract between you and i and r trial court e r one eighty eight line four describes what it calls the crucial issue as to whether roused may twenty ninth email generally agreeing to the draft but also making some suggested constitutes a valid acceptance leading to the formation of a contract i think you are when ninety one to try of course describes what happens if you nice version of the may twenty ninth email is the real version of the and then he goes on to describe a suggestion that he would like to make regarding the payment terms from two weeks to one week on the other hand that what we refer to as the last case of this is may twenty ninth yes to hersh's i think we have to accept summary judgment stage the version you would prefer not to go to june one email about which i don't think there's a dispute and that seems to be a response from your client to mr rangel identifying what we'd also like to add this and loosens clients to that and there's some discussion related to that in alternately that never does become part of the contract it's much like rao suggestion to change the payment term from two weeks to one weeks not a material term this would be a material term but it was not accepted by rod well three years basic contract law counteroffers not the same as an acceptance or you can't you can't do both at the same time that term that you're talking about neither the terms that are mentioned in the email work condition and if they were not conditions of this contract in other words of vanished in say you know unless you agree to these there's no contract there were simply  paragraph the same as in the real email with only change suggest it is so i mean that's an indication although i agree with the court that this is a summary judgment we certainly should have the evidence viewed or the  inferences viewed in our favor in the united states for the next point is the trial court still on this contract issue stated that washington follows an objective manifestation test rather than looking for rou ninety one line five so it sounds a lot to me like a subjective test the trial court conclusion that no contract had been formed adam as a matter of law was error in our opinion if rouse requested payment term was not a material change objected lee as the court found then viewing the evidence in favor of the n i i eat the real may twenty ninth email would require a finding that r in addition to that there's also this e mail from dunn nash to route dated june second that's the one i think i was referring to were done it says thanks for your e mails accepting the contract draft that spin on what he really meant by that and of course your list that he now says something different but viewing the evidence most favorable to me and i the conclusion is inescapable there can be no summary judgment on this point email saying looks like we've got a deal with raul on june twenty second rouse sends an e mail to lucent saying you know what i accept your proposal to work directly with you the very next day rouse sends this e mail that you're referring to there was an agreement between routing me and i because things changed later between raul and lucent raul has turned around and said you know what let me make it seem like we're still negotiating and of course at advisor they don't know what rouse up to in india and what he was up to we know now is that they were negotiating a contract which concluded on june twenty second the day before he sent this email and to evaluate his credibility that it's it's been many years it was one conversation for him to say late may was it june first was it late mate i don't think it specific language that round may have used was that they have a deal and then you have the of course the written e mails confirming that he had a deal and i would say that the may twenty ninth e mail from raul effectively confirm negotiating the terms i would tend to agree with you it was not the best case scenario obviously but due to the time constraints imposed by lucent in i was supposed to have its people out there in india working but unfortunately once round his team were out in india it became progressively more difficult to get routes just signed the contract that he had agreed to part of that reason we know now is that right around this very very short period of time rouse started talking to lucent directly about working directly with the and then of course that only makes sense that that he would back out of the agreement an economic breach frankly it probably even if to loosen his health viable it probably makes sense in the long run but that gets me to go to the next point which is even if there was no contract was there a valid business expectancy of the  fact the traveler actually refers to that evidence on the second page of the same order that's your one seventy three line twenty and i quote ian i claims that near the beginning of the india project lucent was not correct about that i think they can i think it's just a simple matter of has this employee that it's found that it's not only found them i know that the court refers to as some sort of broker like a temp agency or like a monster dot com or something but it isn't it's much more than that it teaches people like growl and his and his team members how to do these things previous to this job  for declaration is stated that route did not have the sort of expertise wilson talks about previous work that pastor performed for loose and that was digging ditches rao did not have this type of work in this type of experience or technical knowledge so unite provides that and spent many many hundreds or thousands of hours providing the sort of technical expertise only to have lucent come in because it's physically there with  l in india and essentially take ravel way knowing that he and i and route are at a minimum vigorously negotiating contracts are asking us to this are you familiar with the case of a woman versus port of seattle i understand what you're saying however i would say that the contract between listen in the end i was for the hyderabad project well what i'm talking about is future projects future contracts with moves with lucent but i think i haven't read the contractual relations issue that claim doesn't even get out of the box unless there is a genuine issue of a material fact as to whether a contract actually existed between mr raul and you know and if that contract included some sort of an unsolicited action provision that extended to contact with lives that the testimony that is given to support the idea that there is a contract comes from three sources it comes from mr paul rain statements on both sides i can't put a whole lot of stock in because the reality of it in the current business world is that you launch on some projects sometimes with all the things aren't aren't crossed but there's an agreement between the part on the take and all that did was say we'd like to do business in the future to the extent we do that is this will be subject to whatever terms and conditions we agreed to at the time so i don't disagree that there was some understanding i and lucent do not have the bur first of all your honor of coming in and just proving the existence of the contract the question is whether the other side has brought forth sufficient evidence upon which one can reasonably infer that a contract existed and it included that that's where the court correctly said no there is not that was the only evidence that was provided on that point was from the three sources i just identified and mr bell said it came in and actually set straight up in a declaration mr rather never agreed you know not in this case and this is principally because you have to look at the entire course of the deal in the washington law new jersey law for genial law any source of law that the parties have argued might apply for all except basic contract formation forcible but now that you want this that we can carve out the parties can reach an agreement and propose to amend the agreement that would presume that there has been in fact a fully enforceable valid contract entered into in the first place for example if here we had some situation where so these three years earlier they've got some sort of an agreement either oral or written they've been operating under that agreement and later there is a national express agreement on this new arguably does reach or does express agreement on terms save the payment term which we can argue about whether or not that's material clearly it's not pertinent to the nine compete issue so that's why that's why i focus on that and that's why i focused on june one with with your colleagues because it seems we that's that the time where the where the ships come the closest and whether they actually get to that point or  away it is absolutely hard to tell but the hard to tell part for summary judgment purposes where the court starts saying well it's really hard to tell them i've had to leave it for the jury well we have the may twenty ninth the two different e mails on may twenty ninth and we have the june one or june to whichever it was the comes back now if we accept these at face value but you need to document on its face that indicates that there is no agreement and that even if there was a prior agreement it was based on a misunderstanding about what the terms for that were under consideration as they relate to not solicitation of clients here's june one or june to e mail the one that went from diane nash back to mr nine in every quarter can get to listen to the case that's the because mr round worked and he got paid right now i'm asking you how that scenario played out well in the party back to it in a nutshell i mean there was discussion and it's and there is no disagreement about this that there was discussion about retaining mr prout and his company aster for purposes of rendering services on behalf of lucent on the head there about a project that's clear there was discussion about what the basic terms and so far as what's the nature of the work who else was on the team how are the payments going to be processed this sort of thing all of that is in the record and no one disagrees but that does not the fact that there was some work on this project so on and so forth they know though that if they intend to have that person be restricted from any sort of competitive activity in the future they're going to need to make sure that there is an expressed agreement on that piece that is something that isn't just infer out of thin air there has to offend some actual to go she ation in agreement on that particular provision and here there isn't there's no dispute there's no written contract that particular piece and i didn't even turn around and request that any agreement of any form to sign itself actually a full month into this particular project so there is just no evidence from which that can be that type of restriction that challenge though goes directly to affirmation of the overall ruling on liability for acting well that's what the case all seems to say how many judgments rendered in this case as soon as one there was one judgment  if i can go back to the contract issue though for one moment because i think one thing is getting lost even assuming a contract existed that does not end the an in one prong of the tortious interference with contractual relations claim sufficiently satisfied to survive summary judgment there still needs to be proof of knowledge by their sins but they knew that there was this contract in place and there also has to be evidence that there was improper interference which make which means that there has to be evidence of malice or some other fun lawful means of interference and that's where the case falls apart again for summary judgment purposes for example we have cited case law that shows that under circumstances somewhat similar to what we have here that he had virtually agreed to this contract that's their their case and terms of the knowledge that doesn't cut if that's all that was required anybody in any of these situations that come up and just make some self serving statement that hey he's got an what were the extra circumstances that lucent had before lucent didn't have the benefit of some forensic computer sciences that looked at a hard drive four years later lucent at that time knew that it had done business with  agreement between he and i and ralph and there were other facts that are undisputed in the record there are further suggestive of the business to business arm's length relationship between e and i and ralph for example a contract the question is for liability purposes and summary judgment purposes what facts did lucent know or should have known of back in one nine hundred ninety nine when it a and situations where there was alleged to be a contract and the court found that under the circumstances that were present at the time that the perp the entity and lucius physician was trying to figure out what is our level of risk  that there wasn't sufficient evidence to put lucent on notice that they were going to that they were torturously interfering you can't have it again it is important to look at this situation from the evidence that existed back in indicator every other industry to the bad one other and that is that raul comes into this from looseness perspective isn't he and i person it's not even i saying this guy over here that we've had no dealings with and you know independently is our g everybody knows it's their relationship with lucent with the with its legal rights to go to that particular employee and say hey you're going to nice job how about coming in working for us the key word there being at will and i guess i have to pose the question in this field of technical expertise where noncom peeper visions are hardly on heard of or unknown was it fair for lucent to presume that there wasn't some kind of obligation on the part of ro under these circumstances absolutely absolutely and the testimony was that the testimony was consistent with the first part of your assumption there which is that non competition agreements are not uncommon in this area that was testimony from a variety of different sources the and the testimony across the board was that you asked just like lucent did do you have any restriction when that party says no i have no restriction and the other side says we don't have anything in writing and don't forget that this is  what loosened it is it interfered with the duty of loyalty between you and i and ralph and and the the final point is lucent never bothered to ask and i back when it was asking its own in house attorney