just coast and now it just takes it because of the procedural history of this felt it important that we pursued this issue first of all if you look at the the ruling that came from the district court which adopted  report recommendation it turns out whether there was ownership of the rig and indeed whether even a joint venture existed the plain language of the joint venture which is in the record makes it very clear it's a six page document with a one page amendment ten days later and within those six pages even though it's titled the viking prospector joint venture dismantling agreement and mentor meets that they are joint ventures i mentioned t joint venture over eleven times in the first six pages the magistrate judge summarily dismissed it's important explicitly when you consider we're coming from a rule fifty six summary judgment posture in which we are to have every inference with respect to that ownership flow or what it was uncontroverted with respect to what this document mitt more important within this document are some of the terms that sell so the joint because if the court had ruled there was a joint venture he's not bound by that because he's not in the case and he could come in later going on the owner of ring no i want to say and if there is a it is a joint venture is also not bad but not bound by that you say there is a joint venture and i'm not the owner and i don't have any liability as an owner so how how could this proceed i don't even understand how we got here i mean this is the problem that i've had i understand the basic argument about standing and what you all grieved but i'm just having trouble understanding kind of how we got to a place where p r c is the one sued for and seaworthiness and all of that but they're not the owner and we don't have the owner and the owners disappeared don't want publicity or whatever his problem is and so we were just left with this we're missing people and then we're also missing p r m or whoever on appeal so we're just missing a lot of people here and i don't understand that your honor i would i would i would first say they're not necessary pardons mr marino is not and nor is his subsequent entity p r m unnecessary port and even if any dispute to satisfy the court that could happen down the road with respect to that should there be a judgment would be a contractual dispute because the joint venture agreement deals with that and so any recovery that p r c would make indication of what mr murray is intent was and that he looked at this as a joint venture in the vehicle in order to recover his investment not from this current venture but lost monies that he had made to prior owners of this r to the lawsuit with respect to mail and below with respect to this they provided all the equipment they provided all the money they provided the insurance they provided those surveyed and they provided the engineering necessary they were also responsible for the marketing and with respect to it and heading gauged in a preliminary agreement with mcdermott engineering which is no small feat and had that with the government of mexico with respect to its offshore and prospects with respect to that and understood in the joint venture in any document is there or the actual transfer by moran of the rig to the joint venture  old american county mutual fire insurance the we learn that ownership of the property with respect to this analysis is not determined by the legal title per se but rather by the intention of what the parties as supported by the evidence and clearly when you have a joint venture agreement that clearly indicates that the rig in it of itself is going to be contributed to the operating joint venture agreement then you have an intention of that rig to be contributed to the  contradict those two you know i don't believe it does because the real owner and interest never changes with respect to that and i would note that no one has disputed whether this was a question of your ability to sue is directly it is sheer i know they could just walk up one day and say you don't have a joint venture with a no interest in that but here they're being sued under the counter claim so why can't they say sorry you sure every joint venture or an agreement to share profits and losses and joint control and all the things that texas requires and assuming argumenta there is a j v was this reg ever actually transferred those are two different issues and the important standing as a question of subject matter jurisdiction which is a twelve b one which is a different standard for a fact finding and for review anybody think about that because the courts final judgment actually reflects a twelve b one language context your honor the subject matter just could never be way how it dovetails with respect to that is given clear deference to the trial court to manage their schedule and everything in this case with respect to the motion to them and there's there's a clear issue and i don't think we need a motion to amend because i think clearly on the face of the document there's a proprietary interest to be the same thing is if we were  record title and that's what the fellas first told american county case told us but with respect because again the issue turns on what was the intent of the joint ventures of this and here you had neither joint venture dis purpose of this agreement but to address your question and the concerns you had about whether this met all the standards and everything not only do you have a clear language in section two that the property was to be given to the joint venture but you also have the profits and how they were supposed to be handled in section four for that there was a recoupment of the expenses first and then the profits were to be split fifty fifty percent indicates that there wasn't all these things were not met but all it talks about in the non competition agreement was that mr mariah no one is represented representatives in the signs and executors and so forth argue absent this case was fully discovered ready for trial not a complaint was made either at a twelve base level or rule seventeen level with respect to the standing and environmental was suing in this case on its own behalf not on behalf of anybody else and it's clear in its own pleadings that it filed suit on its own behalf but you all three p r c there were three lawsuits multiple lawsuits pending there were parties suing everybody counterclaims or cross claims were also going back and forth the what triggered the particular action that brings us to this court today is when the owners of the barge filed suit over the damage to their the to the barge from the rig that plant recovery company a completely separate legal entity appeared and claimed a verified ownership of the ri appeared and filed documents under verification verifying their ownership of the rig p r c environmental did not respond to the lawsuit that the barge owners filed claiming damage to their bart they're not even part of that lawsuit were here on their claim that they brought into the all of the litigation that was going on that it p r c environmental had a lost economic interest because that this joint venture will not exist if these conditions do not occur and there is two conditions that did not occur number one p r c e did not scrap the rig that was a condition preceding the other condition pr could dovetails into the other argument of their trying to argue proprietary interest which of course requires ownership and they rely very heavily on intent and under the texas business organization code one fifty two point one zero two and in turn is irrelevant the part of the business organization code tells us how partnership property is owned partnership property property bought by a partner is presumed to be that partner property regardless of whether the property is used for partnership purposes that is regardless of whether that joint venture or who purchased the property contributed to the rig using that the joint venture talks about business organization code tells you if the partner buys it in his own name and even if he contributes that part property to the joint venture is a little weird to me to have you as an outsider to this deal coming in kind  like tell me how my marriage is supposed to work has my joint venture supposed to work if the joint ventures are get along and saying this is our deal how can you come in and challenge them because if and when p r c environmental is claiming under the joint venture they're trying to dovetail a propriety proprietary interest through the joint venture because they're using a joint venture agreement to try and give them some type of proprietary interest are responses where your joint ventur doesn't exist and if you even putting that aside that the joint venture doesn't exist the partnership that property never became own by the joint venture never left title from mr marino is it your position that mr marino if the owner of the rig today yes but no i'm sorry he was the owner of the rig until my client arrested the rig through it's it's in a million pieces scattered all over the world but at client was brought into this lawsuit actually by the barge owners for the sole purpose of responding to p r c environmentalist claims that they had a lost economic expectancy from the rig being damage that is the only lawsuit i was brought in on mailing was brought in on was responding to their individual claim that because this rig was damaged or allegedly damage that was ever in actually pretty damn physical damage was never presented in response to s judgment motion but that is the only lawsuit we were brought in on and all this multiplicity of litigation and claims going on that's what we were fighting i didn't have the owner there were exuding me saying my client for anything p r c was suing as a c environmental the barge owner brought in as a third party petition mailing and as the court the district court and the magistrate below the district court put in the final orders that i have standing because i being sued directly through indirectly indirectly yes i got dragged i find this very it was you you have to do a chart it is this rig and the judge fresh air of the magistrate below will the final point to there is an issue a separate from the capacity and standing relating to who owns this rig and who can it has the legal authority to prosecute p r c environmental seeks only one type of damage a loss of economic  expectancy well that is under test bank in robbins dry dog is not a relief the court can grant it is i thought i could make a lot of money off this rig if if five hundred things that happened before that and no court this court has consistently without fail said the loss of an economic expectancy of a genie partner is not a redressal injury in standing requires a draw civil injury which is one reason why waited to the m s j stage is because they get through discovery an opportunity to come up with a ridge or civil injury and by the time discovery was done there was none because they still only had a loss of an economic expectancy his wells i think the thing that if they lack standing is the owner of the rig then only that because if they own the rig then whatever damage the rate you say about are you saying that including if they only ring you can't sue because they only claim ownership of the rig as a member of the joint venture and as a member of the joint venture even if an ing get passed that hurdle they still only have a last of an economic expected of the physical damage to them and no physical  yes if they and they did not respond in response to the motion for summary judgment with any evidence of physical damage to their it is all this is what i thought we could do if all these other things and not exactly three redress ability equal argument would be equal to standing that would be an alternate basis to hold that yes ma'am it is and again just briefly on the amendment it was too late it was after the summary judgment briefing was done in  the rules are very clear and alternatively they did not appeal that they didn't object to the magistrate's holding that the amendment was too late and the sham language came from the bar donors and mail and that the assignment attempting to assign prosecution the case to jointly to p r c and p r him was not part of this appeal we called the assignment a sham because it was created two years into the lawsuit this for things first in my mind the district court reviewed a clear and unambiguous contract as counsel themselves shit and found that ownership in the rig never vested in the joint venture we believe secondly that the join caracas i mean the conclusion is in your favor but you implied or assumed that there was a joint venture and just said there was no transfer of the rig so so p r c claiming you had no right to move the rig over to mainland and if you entered into an agreement with malin that's for your account because the joint venture agreement was to keep it a goal copper and scrap it and we have at the record thirteen fifty a letter marino's attorney in november two thousand and twelve to p r c saying you will either pay malin or you buy the rig from me clearly showing that mr marino knew that he still had title a month later on the record it seventeen  three mr moran's attorney wrote p r c informing them they were acting outside the scope of the joint venture by moving it to mail and inform them that mr marina was going to sell it to a third party again mr marino claiming that he only title to it on the record to sixteen we have the district court order confirming mr moran was the owner by virtue of his purchased the marshal sale that's uncontroverted page one ninety six we have p r i'm intervening in consolidated into this action and in that action p r c on the record at page one sixty marino was the owner of the rig and then we have the p r c versus diamond suit which was before the same court case another thing the ingram case instructs us that if it's a true point venture and they're acting as a joint venture there has to be mutual control and mutual management but in this case the summary judgment evidence in s that mr marino was claiming they had no authority to do what they wanted to do to move it over to mainland so clearly he was maintaining his title to that rig at the same time as chastising is  and then i wanted to ask you a question going back to the issue of the trial of the one versus fifty six or any other rule the final judgment says dismissed for lack of standing it doesn't grant a summary judgment and so then it says dismissed with prejudice to someone so forth is that and i'm looking at record twenty nine zero five the june twenty to twenty six judgment is that actually the right way to say i mean i was talking summary judgment up until then it seems like it's a twelve b one is that right or am i missing something it was clear you wrote that the the plaintiff bears the burden of proof just like any other element sat in the supreme coarsely john cage to prove standing and in that case you reviewed affidavits by the n r a showing that they had eleven thousand members that were under the age of twenty one that was good there was a law written anyone under the age of twenty one can buy a weapon and the n r a challenged it and then the defending challenge stand and the court looked at that and found that was an association standard then it also looked at affidavits and declarations of individual members and found they have standing so it's the burden of proof is clearly on the plaintiff now to do which will be one versus  i do a lot of maritime work so this course test bank decision we look at in every case and we're trying to determine who actually owns the part to your interest in this case because if they don't they can prove actual damages which you can't recover you don't have standing in maritime tort so i think that's the context that that i've looked at this and the question why isn't mr moreno here is a very good question and i think mr moreno was the smallest of the whole bunch he's a he's a wealthy individual he lost money on this deal and this is been a big quagmire of litigation and he just didn't want to put good money after bad i mean that's that's why do you we arrested the rig we're on i'm sorry your honor we arrested the reagan ram we sued the r ram and then plan recovery company father claim a boner into the supplemental amitie rules to come in yes and that's begs another question why some play recovery company here because they swore under oath that they own the rig so it was hard for us to find out who own this rig but plan recovery company summer job was granted against them and they inform the court we don't challenge it and prospect the rig management also informed well has chosen not to appeal so the  evidence in the record and the judicial emissions in the pleadings to me clearly indicate there was one owner and his mr marino and the review of the joint venture agreement yes his counsel participated in this litigation we had asked for his deposition as a representative prospect to rig management he didn't want to give a deposition but i think if we assume that there was not looked at it and drill down at it and i wanted to research it on that had been a no that's against the rules but i think there's a waiver issue and it's important because my whole fundamental belief when you get right down to it and i will concede  trial lawyer true and through i'm not an appellate guy but this is form over substance in it overall basis because this case was discovered experts were proffered the proper damages upon various levels were given that say that you don't get consequential or economic damages if you don't own a proprietary interest and our argument all along has been by virtue of the joint venture in both fortune of owning a proprietary interest with respect to that you don't even get to the robin's dried up test or the test markets or is this court has written a ton of stuff on in re deepwater horizon because you just don't get that far and i think the best analysis is found out of a district court opinion of beaumont in which judge shell looking at the exact same issue in joint ventures or partnerships only interests in the dock and he found that store enterprises which own fifty i mean sri which own day fifty percent interest in a joint venture that owned the dock that was enough of a proprietary interest and ownership of the dock where they would be entitled to consequential damages it is called star star enterprises versus m v selena nineteen ninety two out of beaumont district court opinion i don't have the exact cite here but of this of the standing issue is whether p r c has correct standing or not standing in that that's been never mentioned before in the entirety of the two years no twelve no tob one motions no rule seventeen motions which would have required us an opportunity to amend and the first time we get it we immediately move to the man to clarify any misconceptions of it and it's did not but it's not just  it's denied some eleven months after it's already been the report recommendation has already been addressed to the district court level so there is some a year and a half gap at the level with respect to what happened procedurally with the motion to amend with respect to just and we're not adding anything we're not changing the case we're not asking for time to rediscover the case we're not asking for anything except to clarify the roles of the parties and if you look at the verified complaint with respect was filed with respect to this it's very clear in paragraph four point three to four point five that we are all placed say that our interest is one that derives from the joint venture and if you look at the case law i think it's very clear with respect to that now i think what's really important is that if if you don't if you don't have this need to have to have mr murray go here on a business level ok there's no there's absolutely no reason to he's obviously a man of privacy but put in all that that implies i'm not being naive with respect that he just didn't want to be found in this case and he sent his it yeah yes but but  i'll tell you what's clear is from the original language because they talked about that there was no mutual control and that's absolutely not true from the very language of the joint venture agreement because if you look at the very language of the agreement any any controls or or ownership dispositions were merely remedial that the air police want to talk to so for instance if p r c absconded and he had a remedial right back to his t o ownership of the vessel for instance if they defaulted with respect look when we got into a dock each disputed male and they sued us we owned up to it when the barge sale went down