in our briefs count one is a breach of contract claim the you contract that we are referring to in this case is the o b a the online banking agreement which is individually agreed to by each absolutely your honor and the problem with that is that we are from only came into this long after everything had been already been settled and done in the underlying district court as i've sort of intimated in and our brief we would have probably done it slightly differently however that doesn't negate the current claim that we've got if this does did get sent down to the lower court i suspect that we would bring puppy in as a third defendant and everybody could all fight it out over through the c c r through the various documents that were related to the accounts of e i am the company he had the authority to make transfers to do basically anything that he wanted to do including make his own signature cards including write cashier's checks and all that is set forth in the c c r now the that the bank's position appears to be that the c c r is restricted to a single solitary account now obviously all of these documents are made by the bank and and and put together by the bank the c c r and the signature cards which the bank contends both are only for individual accounts and neither can be used for multiple accounts of the same company the signature card has specific places in the document to set forth the account number what kind of account it is and all sorts of other information that leads one to understand that that signature card is in fact for a account the c c r on the other hand if one actually reads the document itself goes to all accounts of the company it goes to overriding control of not just the accounts but as to the signature cards that one can can file in the c c r in the language there's a great deal of language and it's very very small in the c c r however that the that the two individuals listed on the most recent susi are which are mr puppy and mr have the authority to execute and deliver electronic funds transfer as agreements make transfers and withdrawals by electronic transfer on behalf of the a corporation to obtain access devices to take whatever other actions are interim to whatever other agreements relating to the account that's what it says and then you combine that with the further information that was given by mr cardiology to the bank after mr puckey reported in multiple varying and conflicting ways had control through the bank documents should do whatever he wanted with the bank accounts however i am if indeed i am the company mr puckey or mr perspective on the banking documents both mr puckey and mr katyal that have full authority to make transfers to write signature cards to take out debit cards to do whatever they want  in documents after the transfer and after mr katyal invested a significant sum of money in the company mr katyal had a forty nine i believe it's forty nine percent ownership authority within am to do so for so he had applied for online access prior to the closing of the deal after the closing of the deal is going he actually accessed the accounts is when he actually performed the transfers after it stopping payment on the cashier's checks reversing the transfers and putting the money back in puppy's hands who immediately withdrew it and took off now this happened after an investigation that could not in any good faith be called investigation given that mr puckey reported everything being stolen on the seventh and they reversed the transfers and gave the money back to freezing it on seven damages include that he lost his corporate control over it am's accounts given that all of the money was taken out of his control by bank of america despite the fact that he had full control of it through the  the documents he lost his investment money now yes i absolutely agree that puppy should be brought into the us if this gets back down to the lower court and quite frankly even if this doesn't go back to the lower court there's going to be some issues with mr puckey however that doesn't negate the issues with the bank  rather than being from america following the restrictions and permissions inherent in their own documents which they drafted which were signed by the relevant people which have the relevant people's names on them instead of following their own documents and cardiology to transfer the monies withdraw and draw on the cashier's checks without interference they stop payment on the cashier's checks return the money to mr puppy and allowed mr puppy to good morning your honour's william cooke appearing here on behalf of bank of america there's two issues i want to address here on earth one that there was no contract between mr coming out in the bank employee poky your honor i don't know why that didn't happen i think they were probably content to simply defend alone on the two arguments that i'm going to make here that there's there's no contract between the parties here and also that there was no breach of any agreement by the bank whatsoever i think the one back around that counsel's leaving out here is that one of all we're dealing here with our for yeah he had authority for one account and therefore he could access these accounts online but when he's doing that he's not doing that individually he's doing that solely as a corporate representative so this baking agreement is not something he's agreeing to personally th is simply an agreement that is governed by all these contracts that apply to the yeah i think that's made clear in the online banking agreement itself where it says this agreement allows customers to access their accounts online the customer here is the  customer is not mr cardiology so there's no contract here your honor all the accounts all the contracts are simply between bank of america and and he has an alleged a third party beneficiary theory so there's simply no contract here between the parties and if he has no contract you can't enforce a breach of contract claim against the bank the other argument your honor is that there's there's no breach here even if mr katyal couldn't force these contracts he still loses because there's no each of the agreements what i think mr yellow misunderstands is that there are two separate accounts here we've got one account ending in numbers three nine nine eight another count in the end nine three seven eight there are separate documents that apply to account three nine nine eight and separate documents to apply to account nine three seven eight so there are corporate resolutions the c c r s and signature cards that apply specifically to that account three nine nine eight and the same thing that applies to the separate accounts different people had different problem comes in is because mr katyal attempted to transfer money from that account three nine nine eight over to account nine three seven eight but he didn't have the authority to do that only two individuals had that authority and that was not mr  nine three seven eight covered all the accounts but that's just not true the affidavit from the bank of america representative makes clear that there are separate accounts with separate agreements so the greenman that applies to nine three seven eight doesn't govern all the corporate resident all the corporate documents that apply to them there's no overlapping there's no overriding they're completely separate so mr coffey alec can't rely on or corporate resolution for account nine three seven eight to say it gives him authority for an entirely separate account especially when the documents for that other account say he doesn't have that authority so you know i think that the i think also the corporate resolutions  i think they show that when somebody is acting in those situations they are specific just to those accounts so there's there's nothing in what mr katyal races say that there is any overlap between agreements that simply doesn't exist now they also are that there's a breach of the on line banking greenman but again that's not true that the issue goes back to authority and they say he got access to the accounts online and therefore he can make the transactions but again that's not true there's a difference here between a ccess and authority the authority still goes back to what the document said with the signature card set and the signature cards make absolutely clear that mr katyal it did not have authority over account three nine ninety eight he didn't have the authority to make those transfers there's nothing in the on line banking agreement that says he somehow has different access than what he would have had otherwise in fact the online banking agreement says something differently it says this agreement does not change any of the other contracts that you have with the bank so those still govern the signature cards still govern they still apply they say that only mr katyal had the authority or he did not have the authority to make any transfers from three ninety eight and i think your honor i think the district court and i think you mentioned right that that this is really not a dispute between bank of america and mr ali this is really a dispute between mr puckey and mr katyal the bank did everything right they they looked at their documents during the investigation and they looked and said no mr clearly did not have the authority to make these transfers we can't honor them we don't have to honor them and we're not going to if there was no breach of the agreement there was no contract we think summary judgment was proper yes that the court for ok will thank you  at first like to address the ending statement of council that the bank did everything right again there was no investigation it happened immediately without any looking into any of the documents and what they actually say versus which the bank wants them to say i realize that the affidavit says for that says from the bank however if you read the documents themselves the documents themselves state that they are for all account the two people that they are that the psych that the certified copy of corporate resolutions when it's put into effect goes to accounts of that company it doesn't specify specific accounts the only indication that it specifies a specific account is a handwritten with there's no testimony in the record and there's no evidence in the record as to when that number was written in a handwritten account number across the top of the page there's no space in the document that the bank drafted to indicate this applies to one particular account or specific accounts second the as to the breach itself the signature card just so your honour's have easy access to it there's a copy of a signature card at document one thousand and five and this c c r is in the supplemental appendix at s a forty eight again the documents must be read on the face of the documents themselves and must be construed against the drafter which is again bank of america those documents to set forth that the c c r applies to all accounts of the company and again i'd ask that count one of the holding of the district court as to count one in the summary judgment motion be reversed and remand