or first they intentionally interference claim and the lack of malice that was a summary judgment disposition before trial by judge dorney secondly in the computer fraud claim edged sword because we were awarded attorney's fees under a provision in the c c s a which is the conversion bonus document that tess had created were not awarded the vast majority of the attorney's fees that one carney case now that the double edges that iberia has appeal that issuance and we should have gotten anything under louisiana statutes six to eighty six which costs and expenses including reasonable tracey's interesting all costs expenses including reasonable turns fees arising from such dispute proceedings or actions would be reimbursed  actually did take some information from iberia and the other mr broussard who didn't take anything from liberia and ultimately that case was drawn on the theory that he deleted files on his computer so that the claims in those two actions could be brought into the federal court and litigate in the fed federal court there was nothing the splints at least said in that letter very much at all about attorneys fees nothing said after looking at the letter agreement the original agreement so forth and i barry did not show as a matter of law that quote attorney fees can all be awarded as a consequence of an arbitration coming not a court proceeding as no lucian in the subsequent ruling to the original room not no reference whatsoever there's no reference back to the breath of the letter agreement and the breadth of the original agreement is simply a different ruling sheep there's not a whole lot here on that issue and frankly we think that judge doherty was simply long in her second ruling because she was right in her first r various circumstances it does prohibit them for c v indenting but it makes a very unusual distinction it said an officer who is not a director gets t explicitly disagreed with iberia van so she dismissed in one hand well the the subsection f three does still require that it can only be permissive if it's consistent with a law that's correct and an accidental decision officer who is not a director is a very clear and it reflects commercial reality you want to bankers migrate the more successful they or of the more they want to contract which insulates them from things like the statute eighteen u s c a as little as a five a that's capital a essentially makes it a crime for anyone to access a computer and damage it without authorization those words without authorization are in the statutes an element of the plane i bierria had the burden of proving that now this was throughout the trial whether or not there was authorization or not and the stories were very consistent a big claim there was no authorization but didn't have a witness mr bruce saw it was grilled constantly on the same page where he was being grilled i think we get up to fourteen and we do that but i want eight different occasions which is documented he is mr bruce broussard testifying again and again and again that he was authorized by jason frame and then never offered a witness not even mr frey who was actually like mr broussard one of the employees after the merger and  there's no reason to think they wouldn't call on mr bouchard is just one and i read the trial record though this issue seemed like so many others there were just completely different stories presented that the your client was protecting the younger at will lenders the been loyal to forever and ever while at the same time trying to push it towards a merger and then get scapegoated that was sort of your theory of the case that's right but then the opposite was no look during work time using inside information to destroying files recruiting people to another bank that was just the other narrative so why has to even this issue authorisation or not wouldn't have been an issue that was for the the judge and an l just finish it is a question because you say it was an rebutted this testimony but when you read all the cross examination of him i thought maybe i'm wrong that mr little got up and said no you can't delete the files and then  exhibit was introduced that the bank's policy was you can't delete the files and then even your client had in consistencies with his deposition he at this time said i didn't ask anyone for permission but then by trial it becomes i asked this man who's not here called mr frey you too yes john i could have but think it was think of in terms of burden of proof and the realistically and i'm losing much of only got a couple minutes left but i think i'm in terms of the burden of proof district court disbelieving your client given the cross examination and the exhibit at the risk but what yama this is what happened is not a credibility issue the other witness they call said no i don't i don't know and they and haven't already been told your honor that's what he said i didn't have to ask mission i've been told repeatedly he explained that potentially consistencies doesn't want so young i think that the court attorneys fees provision so the provision specifically says it's limits of garbage ration and their argument below which judged already rejected and here is that that provision was somehow expanded by a letter of counsel i'm the counsel that supposedly was the letter that amended the change in control agreement to permit and acquiesced to a claim that they now make and they may be low in which you rejected that they get all their attorney speeds rigourous of outcome not just from arbitration which we know is limited to six something six thousand dollars and change so the letter is at record x or one thirty seven it's a tab twelve and it should be consulted with respect to this because the judge below did in fact deal with mysterious recollections incorrect the first motion for summary judgment on this issue judge doherty rejected iberia's position that the attorney's fees are limited we moved for reconsideration so she certainly referred to her rule earlier ruling and said reconsideration i was wrong they are limited to the six thousand dollars or so whatever that number might be that was incurred in the arbitration and they're not expanded by the letter she specifically dealt with the letter that they now rely upon and notably about the letter i'm totally fine with with every provision of this of course but the phrase that's important is it says that we would consent to amendment of the federal court proceedings to include the arbitration arguments that have been made so for submit all of it to the federal court proceedings shut down the arbitration and then in the federal court proceeding reserve all rights to assert defenses to those claims except a defense that the matter is exclusively arbitron will in the  and so the judgment dirty properly found in fact that i believe that the letter also is that it envisions that documents and vision above will be prepared and what mr dario doesn't point out is that we then submitted an amendment to the employment agreement the iberia bank employment agreement which is not even what we're talking about here in terms of the arbitration fees that are recoverable the c s a did not get in the end it and so with regard to whether the attorney's fees should be recoverable at all under the louisiana statute section two eighty six of title six the the case of this before you judge would be the first case in louisiana that would award attorneys fees to a breach or a fiduciary duty it would be the first case of a corporate officer who has been found to have intentionally and willfully violated his but usually duties to have intentionally willfully violated those in the contractual s and in the legal sense and could recover any fees as a result of that is tantamount to saying if i got an agreement with my employer that says that i have permissive indemnification which is what this is about is not mandatory and i can get if mr dury as argument holds up today which in fact was what the argument that was haven't given is a case that interprets especially the subsection f three the way you want it to be interpreted which looks like it would make that provision superfluous way i read your brief in saying well there's no distinction between officer and director and you give one cite to quinlan a footnote in quinlan the it's just speaking about two eighty six generally that's of the right judge there's been no case that's interpreted with you it's not a holding of the case it's simply a reference to it and i think consistent with the law means i believe consistent with law means there's there's a lot there's a circular interior reference in section twenty six that says that provisions of the plan of directors might apply also to officer so that's something perhaps imperfect legislative drafting that went on there it's not the model certainly legislative drafting so there's that provision but if you go outside the statute and consider what law has to mean look at the laws then you look at title twelve section eighty three of the prior corporate code which applies to all corporate officers and says you can't do this you can't indemnify for sale dealing maybe a very small amount in this case it's very consequential that's exactly why we appealed it i mean that's why your pet's why we appealed it but i guess i would have expected you to ask us to certify it because i don't see the text to be as clear as you suggest it is in terms of officer and director neither one having permissiveness right and you and judging us and i think our preference would be that you find in our favor because i think that you can go outside of this provision to title twelve the former title twelve it's been replaced sense but at the time of these events it was in place and section eighty three of that provision says you can't do this you can't contract away from usury responsibilities and so that's the law the two eighty three has to be interpreted consistent with and also if you look at the statute on savings alone directors and officers they're not entitled to resolves itself sort of flip me yet is no one but there may be a reason so ergo you know is it prominent enough to certify so it drives other situations which may or may not come in which otherwise ma take years literally before there's any assist so in a case like this this commercial is a really resolved sort of issue between the parties of it's in another decade you get my drift i target and so that's like many banks in louisiana started small and got bigger and so the drafting might have been carried over i'm not suggesting that there was anything untoward in the history of that but as judging some pointed out it could have large implications was extensive cross examination of mr broussard which we conducted and part of it was in the excerpt handed to the court and it includes the question and answer on the second page of this handout he cites to page thirteen ninety seven i don't think that's the r o a reference but that is probably the transcript reference and it's there that i presented to mr bruce or his deposition testimony in which he contrary to his prior testimony under o direct contradicted himself and said that he had walked into a meeting announced that he had deleted and mr freo in mr brossard own words announced that he had done it to me that's not advance authorization and specifically it r o a fifty nine twenty two quote i did not have permission no that's not included in the excerpts that i can find in my brief reading of this so this was a credibility finding by judge hanna in light of those contradictory statements where he would do no damage to the files and then he did it and he did it not only before the merger but he did it after the merger so after he became a bank employee when mr freo was no longer his supervisor he did more deleting and causing damage that claim as a counterclaim amendment in the course of the case the issue there is that intentionally ferentz is boarded it's a barrier favored cause of action a disfavor cause of action court ninety nine to us nine seventy f second one you know just trying to dig down into implied vs actual malice it seemed like the malice element would sort of always be just flip side of the same quoting of whether they had a legitimate business interest but it's not  so those are separated they're separate and the district court made findings as to both the district court made findings primarily that we had a legitimate business centrist and then said that there was no once he's made that finding why is it relevant to decide the malice the dream question it looks like it's a an affirmative defense that according to the now this is the cases aren't crystal clear on this because again it's something that someone arcane but if you look at that junior moneybags also j c d marketing which i don't have ex cited that in our brief those cases lay out some of the elements in rejecting the intentional interference claims and so when the defendant can show of the job that that's business interest then the courts just don't get to actual malice and  this situation legitimate business interest it's a little bit all over the place but the attack has been on a litigation hold letter that counsel for a period bank sent to the j d bank which is where all these team members have been lifted out to and the letter said preserve your materials because we found an arbitration and it attached the arbitration itself they say they point to that as as an unnecessary extension of that the whole letter and the trial court found that that's a legitimate business activity to preserve twice in their brief that the ruling the summary judgment ruling on the business tort meant that evidence was excluded to trial did i run down was there ever an objection an offer of evidence in objection of proffered there was never a proffer that was in fact i don't recall any proffer except maybe in one instance it did not pertain to this so that the complaint was made pretrial that this would occur and it didn't occur that the issue of whether a beary of a harvard malice towards brossard didn't find a place in the claims that we were making after at trial but there wasn't a time that occurred then there are larger arguments about a breach of contract could have been implicated if they'd been if evidence had been kept  as to malice when the whole argument is whether it's this gentleman from iberia bank sort of alienating everyone or it's mr broussard trying to sort of get the six hundred thousand dollars of payments right well that but therefore you're claiming there was no evidence excluded based on the business tort and i would say didn't fit because the claims that are very very broad and put on were about bridgegate issued in breach of contract they were about events that took place with a full stop prior to the litigation being filed this claim is about why just sue me and why i just sent a letter to my potential employer saying that you had sued me and so there wasn't an attempt to put it on there that therefore there wasn't a when and you know i like enough but perhaps notable is that the dream was dismissed by judge doherty and did not restrict there was no fighting before i sit down i would like to move to some of the other issues that we presented but i'd like to point out that while mr broussard on brief has contested the breach of contract finding that's the finding that permitted of area bank to recover the three hundred ninety one thousand dollars change in control payment they did not appeal the breach of  breach claim in the context which came as to iberia what was the exact language the just cause language is there any argument to the fact that it related to once the merger was terminated only you probably know verbatim you mean the employment agreement that a very bank had with research so i don't know of a home that would need wouldn't would there be an argument these entitled to the money once the merger happened period just no more compensation so that so the the language does in fact a trigger point and it's not the merger it's the success of the consolidation of the banks and so we had mr todd guidry take the stand and testify and he was in charge of that process of rolling out the banks branches to ether to create a barrier bank branches out of tash merge the systems and he said that as of july third of two thousand and fourteen when mr broussard was terminated that process had not been completed and so by that time we had paid the success phone us and the contract does say that if you are terminated prior to the bank the consolidation event then you don't get any further compensation it also has just cause provisions which cover this but essentially say if you're disloyal if you don't fulfill the provisions of this contract then we have just cause to terminate chip your cross appeal on the unfair trade right so we're used in our own language about last resort couldn't it be there was no motive to harm so it could have end but it didn't reach that because it said that this is a last resort statute which we've cited the multiple cases that don't hold as much in fact this court has held that let's  say the trade secrets act until you t p a are compatible and that you can control can recover under each that's the computer management assistance company case from two thousand that we cited so we think it was wrong legally on that and what that does to us and made a point in in their brief that while you're just trying to extract more and triple the damages no we did not actually notify the attorney general of a desire to seek sanctions in the form of travel damages so we are not seeking travel damages out of that but again it's  it's we would be entitled to seek recovery of our attorneys fees are entitled to have that heard by the court if allows it but i just want to make clear that we're not seeking travel damages but this is the finding legally that we were not entitled to see collect a claim because we had these other malice element it talks about unfair trade practices it's a jury recovery where the jury inferred malice where from all the facts and circumstances in the case i think it's a good case it also shows that what about what about his suggestion that you've waived two substantial aspects one by not challenging the fact finding that there were legitimate business interests as opposed to focusing on malice and the other being that instead of and the bonus in the just cause language had nothing to do with the original test contract and said if we get a larger you get this money and they got the merger under i mean just think about fiduciary duty you reach that you don't disclose to them that you're working to get a branch office to fight you the very company you're supposed to loyalty why wouldn't tash want to know any information and then they wouldn't pay the three hundred ninety one thousand because tasha wanted the merger alone although it was a best got a successful conversion and paid other employees with exactly the same contract we're paying them in fact before they terminated my client but so to return your honor to the most important part of the case so p which was remanded so they get you so they could go back to court with it that the business about legitimate business purpose first of all it's not an element of the claim and it's not a defense what they're referring to is one aspect of what we contended showed malice this starts with a dispute between tashan iberia as to poison as to the lead lend a mystic as well i b jani that was all that was not fully presented because we couldn't offer evidence we could offer witnesses so that's what i want to ask as you say that twice in your brief but you don't give a record cite where in the trial did you say here's evidence i want to offer  trial record and i looked at the argument you were making from malice it was based on it was presented it was the iberia banks treatment of the four five lenders not giving them compensation packets and  that i wasn't malice yana i was trying to show that there was no damages my client didn't run those people off all of them that's what it was relevant to no one all of our evidence on malice we had other witnesses i bury back of from other