section five hundred and six b and i think the whole issue resolves around the word and in five or six b which reads that there shall be allowed on the holder of such a claim comma interest on such claim and any reasonable fees cost or charges provided for under the agreement or state statute i think that and in the middle there divides the sentence and i'm not going to pretend to be a expert on the english language and diagramming sentences but that and separates interest from the rest of the sentence which requires application of state law and that interpretation is harmonious with twenty know under the theory that either way that the sale on the terms of the sale order means that they get forty thousand dollars no matter what we think the interest rate on the claim once i don't think that that actually accurate i think mean that that would be true i think if the sale had been for a sum certain but the sale price as i understand the the order was for you know payment of all liens on the property plus forty thousand dollars so so if you are right it means that the amount of the lien is maybe lower than we thought and then the buyer should get some money back but it wouldn't mean that you got money back because the job of the i'm looking at the sale order and the sale order says that after everything is paid there's a net return to the estate of the sum of forty thousand dollars so how could that say and the bankruptcy court has interpreted his own i think it was he this time his own order as saying that what this meant was that after everything's paid the only thing that comes back to the estate is forty thousand dollars so given the bankruptcy courts interpretation of his own order even if you're right that is a point something percent not ten percent how does anything come to you even if we were to agree with that that forty thousand dollars to the estate i agree with that but the math is such that the claim was the wrong amount so my clients object to the cl sixty one it isn't your real objection that the sale order should have been written differently and that the right i mean this is the sort of unusual procedure that the price is not a dollar amount the prices payment of liens let's see what you're saying is that their water is based on the math but i think it's important here to note that this was an overbid i can one thousand dollars the motion for the sale never indicated that it would determine the amount of the claim which was stated as estimated in the motion that was never like judicial determination as not appealable sale order you know the standing issues also supports that the question of standing was was the basis for the district courts affirm and of the bankruptcy court ruling bankruptcy court went a little bit further and upon closing of the sale that was in the notice that was in the motion that was in the sale agreement that was included with the with the trustees moving papers this is a pretty unusual procedure it is and so what is what would very clearly tell this spears that you're going to get nothing more than thirty or forty thousand dollars even if the interest rate was point five percent not ten percent even if even if the claim is a couple of one hundred thousand dollars less than they say it is and so normally you'd this money would dribble down back to you at the bottom of the pyramid but here we're structuring this so whether it's half a percent or ten percent you're getting nothing but thirty or forty thousand what what made that clear to them and by the way you'll never be able to challenge that me let me start with the thirty or forty thousand dollars it wasn't to go to the debt it was to go to the bankruptcy estate right and there's no nothing in the record that shows that any of that amount of funds would get down to the debtors through and twenty six dollars a process but what was clear in the record and what the debtors had actual notice of they actually filed an adversary proceeding while the sale motion was pending and then dismissed that adversary proceeding that ever surfacing was on the same basis that we overstated our claim as as the lien creditor so there's no question they had notice of what was going on here they took some action and then didn't follow through on it but to answer the court question more directly the claim had been on file for several months there was no dispute as to what the lien creditor was asserting as its right to interest the sale agreement estimated the amount of the total amount of the ling based on the continue to cruel of interest we have eight s ten percent ten percent and the reason that was done that way as an estimate rather than this is the figure is because at the time of filing the sale motion there was no idea when the sale would close so you don't know the number that's actually going to be paid at the closing of the sale through escrow i mean but it strikes me that are in a normal kind of proceeding somebody would expect that wow if this claim so really being overstated by a couple one hundred thousand dollars it's the a state that's going to benefit from this not the person who has putatively overstated their claim by a couple one hundred thousand dollars or more the buyer  well i've got your your verify that because it's not the cutter that would get that one fall if it's a windfall it would go to the buyer and the reason it was structured this way this is going back a little bit in the history of the bankruptcy case this is the nd chapter eleven case filed by the debtors st one was dismissed this one was converted after several months the trustee actually filed a new last report demonstrating her intent not to proceed with ministration of the case simply because she couldn't determine that there was enough value in this particular property to justify further administration and she didn't want to pursue bits and there was there was some interest in in her efforts to market the property but not enough above the  justify proceeding so the way the sale was structured was to guarantee the estate at least the minimum recovery and then the take that's the market and see what more you could get although originally it was a related party there was going to be the buyer credit plus cash to the estate and that was for the purpose of jumpstarting this process where the trustee was uncertain that a marketing process would actually yield results or even if in that circumstance of some rd party hadn't come in if the interest rate really was point five percent that would have been a windfall to the related party if that's the case yeah that would have been that would have been a result where the creditor absolutely clear that that's not the case i have that for some of us seem to have doubts about that based on the documents that we're looking at so and just as he writes your argument that the notice was inadequate but the notice was adequate if we were to conclude if we were to go to the due process get reach the due process argument there is an argument that we shouldn't but if we were would that  survive and the prejudice prom knowing are not based on the judge carroll's factual findings in the bankruptcy court as to the effect of the sale or and i think those findings which are that that even in the event that there was a reduced interest rate based on you know the application of the right political and secured claims to an over secure claim then that wouldn't benefit the debtors at all that that would redound to the benefit of who you know had awareness of what the claim was it was filed with the bankruptcy case that party would not have a right to come back after the order became final and say i didn't like my due diligence i now change my mind i don't want to pay that interest rate because i think another intrigue should have been applied as a party to the to the actual agreement and of the party subject of the sale or they would have no basis to attack it but did the sale order actually say what the interest rate was or  it had had the dollar amount of the estimated claim which was predicated on a particular interest rate but that it didn't say here's the interest rate we're using to calculate this i don't believe it had the interest rate in the order itself but again the claim that was the basis for the distribution upon sale which is the only way this sale actually got accomplished is through bankruptcy code section three hundred and sixty three of three which provides that you can sell the trust you can sell free and clear of leans to the extent that the proceeds of sale are sufficient to pay those liens upon closing of the sale so unless unless there was some determination before the closing of the sale or some objection to the sale order that hard on day due process issue it was never anything in the record that indicated that the estimated amount would conclusively determine the amount of the claim and the buyer certainly that you know there are these indeterminate amounts that will be determined by the closing of the sale and then what you'll get what the estate will got is thirty or as it turned out forty thousand dollars so how did that fail so well that i mean that would have been a basis for you to object but i don't see how it when it is still the case that that's what it says it's doing i mean that's a reason it shouldn't have regardless of whether you had appropriate notice or not nothing has come into your client right by reading that it does really fall back to harmonizing twenty eight u s c nine hundred and sixty one with five or six b and that little word and that preceded the items to which state law applies so although coun cited a number of chapter eleven cases that have to do with the fall into and that's a whole different ball game that has nothing to do with