two bank loan documents a two thousand and nine security agreement and the two thousand and thirteen security agreement the principle question at issue in this case simply stated is does the integration clause in the two thousand and thirteen security agreement trump the future advances clause in the two thousand and nine security agreement the answer is no the two thousand and nine security agreement granted a lien on these deposit account which secured future advances including future advances made after any period of time where there was no loan balance owing there are three reasons why the integration clause in the two thousand and thirteen security  trump or otherwise preclude enforcement of the two thousand and nine security agreements future advances clause first the two thousand and thirteen security agreements integration clause expressly provides that related documents are incorporated into the agreement and the two thousand and nine security agreement is a related document by definition second the two thousand and thirteen security agreements integration clause did not preclude enforcement of the two thousand  agreement because it covered a different subject matter third the two thousand and thirteen security agreements election of remedies clause allows an foresman of the two thousand and nine security agreement as quote and other writing i'll focus my time on these three reasons because the plain language of the two thousand and security agreement confirms that the payoff of the two thousand and nine loan did not invalidate the two thousand and one security  agreements future advances clause the two thousand and nine security agreement specifically states quote this is a continuing security agreement and will continue in effect even though all or any part of the indebtedness is paid in full and even though for a period of time than torre may not be indebted to lender the first reason why the two thousand and future advances clause is not precluded by the two thousand and thirteen integration clause is because the two thousand and security agreement is a related document integrated into the two thousand and thirteen agreement under the two thousand and thirteen agreements definition in order to be a related document the two thousand security agreement must be an existing security agreement that was quote executed in connection with the indebtedness we will get to the meaning of indebtedness but first what does it mean to be executed in connection with under the definition of related document there is no requirement that the security agreements be signed contemporaneously or close in time the definition simply states that the security agreement may be now existing or hereafter existing through u c c filings and you release those those are that suggest that the parties thought everything was over now and the reason is because deposit accounts are perfected by control and filing is completely irrelevant in this case and to the extent that the trustee is using it to show an intent of the parties we don't look at intent to the parties for the reasons that you look only to the contract language when the contract is unambiguous the u c c was revised in two thousand and one and the u c c specifically abrogated the true intent of the parties test so here we only look to what the contract says and the contract says what it says so the question really becomes is there enough of a relationship between the two thousand and nine security agreement and the two thousand and nine lo for the two thousand and nine agreement to have been executed in connection with the two thousand and thirteen loan the answer is yes because executed is defined as a document that has been signed or that has been done given or performed the two thousand and security agreement was executed in connection with the two thousand and thirteen loan because the future advances clause in the two thousand and nine agreement could only be done given are performed when the when the future advance was actually given because the parties agreed that the two thousand and six euro the agreement would apply to future advances and that a future advance clause is only triggered when the future advances given it makes sense then that the two thousand and nine security agreement was executed in connection with the two thousand and thirteen law next to the word indebtedness in this phrase uses a capital i so in order to understand the scope of the indebtedness covered you have to look to the definition of by the two thousand and thirteen agreement you have to take the indebtedness under the two thousand and thirteen note and you add it to the indebtedness covered under the related document the two thousand and nine security agreement here to add the two thousand  security agreements indebtedness you have to go to the definition of capital i indebtedness in the two thousand and nine agreement which states that indebtedness includes future advances in fact it says quote specifically without limitation indebtedness includes the future advances set forth in the future advances provision together with all interest there on all amounts that may be incorrectly secured by the cross collateral ization provision of this agreement in other words the two thousand and thirteen loan is both a present advance under the two thousand and thirteen security agreement and a future advance under the two thousand and nine security agreement and so it fits in the definition of these ways and this is how the two thousand and nine agreement is a part of the two thousand and thirteen agreements total indebtedness by definition finally this two thousand and security agreement was executed in connection with the indebtedness the two thousand and thirteen law because that was the reasonable expectations of the parties the goal of contract interpretation is to enforce the reasonable expectations of the parties wen on he signed the two thousand and nine security agreement m e consented to the future advances in cross collateral is ation language in the agreement so that at that time in two thousand and nine on the reasonably expected the second reason that the integration clause in the two thousand and thirteen security agreement does not preclude enforcement of the two thousand one security agreement is because the two agreements cover different subject matters the two thousand and thirteen securities integration clause states this agreement together with any related documents constitutes the entire understanding and agreement of the parties as to the matters set forth in this agreement what are the matters set for thirteen security agreement therefore where another security agreement grant six security interests in different collateral it is not precluded by the integration clause from securing the loan  at the time the two thousand and thirteen agreement was executed the two thousand and thirteen loan plus the future advances clause in the two thousand and nine agreement that's when you go to that definition of indebtedness says that you look dollar or ten dollars three million dollars or was it you know it was a two point three million dollars i believe i actually don't have the exact amount that ways that i know that that two thousand and thirteen loan was for two point yes there because it had been paid off write the two thousand and nine yards had been paid in full had been paid off in two thousand and eleven and then this was the next future advance with the two thousand and thirteen law which was the future advance but your argument is well even though it's paid off and just charge that because of the language in the two thousand and nine agreement if it lasts forever yes at last so long doesn't apply in this case for the contract law it applies so long as he continued to take out loans or until the parties mutually terminated the agreement on a could have taken a loan out from somebody else it no practical sense but i understand your contract argument and the question is what do you do when you have sophisticated parties to evaluate that but in this case there is no ambiguity the the two thousand and nine future advances clause granted a security agreement in the deposit account and this is exactly the situation that happened in alaska for gallery where the court looked at the future advances clause and applied the only the language in the agreement to didn't look to any other extrinsic conduct and i see that i'm running into my time so i'll reserve the rest thank you thank you please the court my name is cabot christiansen i'm the attorney for nicole gypping trustee and this chipping is here in the courtroom even though this is an appeal from a federal bankruptcy court there are no contested federal issues and no contested bankruptcy issues on the subpoena all all the issues are governed by alaska substantive alaska law what we're dealing with here is two very similar contracts the two thousand and nine security agreement which was paid off which secured a loan that was paid off in two thousand and eleven and a two thousand and thirteen security agreement both of which are to be interpreted under alaska law there are that agreement was paid off in two thousand and eleven the second issue is the second chronologically the second issue is whether the integration clause in the two thousand and thirteen security agreement precludes the use of the two thousand and nine security agreement the bank needs to win both issues in order to prevail if the trustee wins on either issue then the trustee prevails judge gleason who was herself and alaska superior court judge for ten years before she became a federal district court judge decided the alaska state law issues she saw that the second whether the chronologically the second or the immigration issue was dispositive and so she did not address the crime i like chronologically first issue which was whether the their earlier agreement had expired by its own terms so  primarily let's remind ourselves why the two thousand and thirteen security agreement even exists in the first place and it has one and only one purpose and that is to describe the security or the collateral that secures payment of the two thousand and thirteen note there's no other reason for the security two thousand and thirteen security agreement to exist and in fact if you look at the side by side definitions of the collateral in the two agreements  it's clear that there is a huge overlap and perhaps even that the two thousand and thirteen collateral is a complete subset of the two thousand and nine security agreement so if if the if anybody intended for the two thousand and thirteen agreement to define the scope of the agreement just define the scope of the of the collateral the first question is integration clause in the two thousand and thirteen agreement applies and how it applies there's a web of definitions that we have to work through in the two thousand and thirteen agreement the term agreement is a defined term and only refers only to the two thousand and thirteen agreements not the two thousand and nine of the term note in the two thousand and thirteen security agreement is another defined term and only refers to the two thousand and thirteen no indebtedness in the two thousand and thirteen agreement means the indebtedness evidence by the note or by the related documents working through the web here the term security agreement is a related document because when the parties sat down and closed the loan the set of loan documents executed at that time constituted what the parties intended to be a complete set of the relevant loan documents and that is to say a complete set of all the documents executed in connection with a capital i in tennis there is nothing in the two thousand and thirteen loan documents or any other document executed before that or after the two thousand  related documents is that the related documents component of the index definition is an empty category and if the indebtedness means only the two thousand and thirteen note the bankruptcy judge reached an opposite conclusion but even judge ross admitted that his construction of the documents is somewhat circular chicken and egg and exceedingly obscure judge gleason on the other hand who were versed judge ross found that a more natural reading of the related documents clause favors the trustee position that alaska law calls for ordinary words to be given their ordinary meaning it's more logical to construe the in connection with the indebtedness phrase in the two thousand and thirteen security agreement to refer only to those documents executed in with respect to the two thousand and thirteen law alone and of course it is a well established principle of contract law you know alaska and everywhere else that ambiguities in a contract are construed against that after the very very very best that can be said in favor of the bank's argument is  there is an exceedingly obscure somewhat circular chicken and egg interpretation that reaches the conclusion that the bank wants to reach but that that that analysis itself that statement that there is a and secured a circular way to get to the bank's position itself supports the trustees interpretation because ambiguous provisions are construed against the bank because the bank there would be some bizarre results that would obtain if the bank's argument were correct for one thing really as it is i think i've already indicated there really is no need for the secur bank is right there's no need for the secure secure in the two thousand and thirteen security agreement at all because it under the bank's argument all the support that kind of of of an interpretation and if in twenty or thirty or forty or fifty years or three years whenever down the road i'm it comes back into the bank first c but don't worry we don't need we don't need a security agreement because throughout all these years there's been a kind of a free floating on perfected security the loans been paid off but it doesn't matter you can't get rid of it and that's it that's crazy that doesn't make any sense the u c c says that a security agreement secures an obligation but under the bank's view if the security agreement exists even though there is no obligation wow it's actually not crazy the future advances clause the parties are able to contract and they can agree to a future advances clause and when they don't want that security agreement to be effective anymore they have the ability to terminate that or to go elsewhere for their loans these contracts are not ambiguous they're also not circular the reasoning is linear that it seems like it's circular because you're looking at the definition of indebtedness in two different documents but that does not make it circular and also into other cases and matter of cows makan in re told cited in the brief the courts enforce future advanced future advance clauses after the loans were paid and  the trustee does not even address the rights and remedies clause whereas here there is a clause in the two thousand and thirteen agreement that grants rights and remedies under other writings so even if the two thousand and nine security agreement doesn't fall into the category of related documents which we submit that it does then it would be enforceable as an other writing under the rights and remedies clause and the trustee does not provide any she says that it's prohibited by law but there is no law that prohibits the rights and remedies clause and the rights are cumulative in both saval limited versus deutsche bank in bank julius versus wax field cited in briefing courts analyze integration clauses and held that the integration clause in the subsequent contracted not void a previous contract because the subsequent agreement stated that the rights and remedies were cumulative and that's the same situation here the rights and r are cumulative thank you thank you i'd like to thank both counsel for the argument this morning very interesting interpretation question the case of shipping versus first national bank alaska is