and did not contain any language that imposed personal liability on him and therefore the appellant's complaint did not go as of we allege a claim upon which we leave can be granted we submit your honor that the district court's decision distorts the clear and explicit language of the guarantee ignores the underlying intent of the guarantee language where  believe it is your honor and i will say that it's personal count yes it does your honor it is so does it use those words no it doesn't your honor of what in the language that it uses is contained in subsection one which appears on page responsible or together on behalf of the language that you did does not negate the intention of the words on behalf of have to do definitions one as a representative to for the benefit of if one reads on behalf of ambiguity not in the context of joint and several liability venture between two companies that were awarded a job i'm actually trying to help you and i know that i mean my question is was this guarantee redundant if this were signed  awarded a job hopping about we try and find out about the overall structure and how this karen she fits in to the deal you are both trying to ask now whether this karen t supplements some other obligations to me was was grab a partner yes yes you're right and it would have been libel as a partner on the underlying debt exactly and therefore there would have been no need for it it would have been redundant for it to guarantee itself absolutely could go after both the entity that was awarded the job and the surety the shura tease my client reply it as a condition for issuing the bonds to ground that grodd would personally guarantee the obligations of its company who received the bond so therefore rod separate and apart from this was were afforded the opportunity of getting that far because we would denied the opportunity of taking any discovery we had requested the opportunity to take your venezuelan company yes if so you to address the colonel's question to my adversary first focus on the language of the county and there is i mean i think there's some ambiguity here but there certainly are many phrases that would suggest truesdale your honor i think you have to read the entire sentence acting in my capacity of president of and it goes on to describe grad his partnership professional association in newark new jersey signature line its terms where there is a corporate instrument we can figure out what its terms are well know that that's faith you don't interpret your way into personal liability on an individual retiree living in brooklyn some seventeen years after this interview in the sun that's why this case was a dismiss ventures is the credit to or in this case the government of venezuela has to exhaust the assets of the joint venture before it could go against the members of the joint venture separately even so was not a party to the joint venture agreement and suger of us wanted the right to pursue assets from grad immediately which is what this instrument gave grant the great gave secure us the right to do immediately to the corporate beneficiaries the bond in a sense by full and grad and we know from the allegations in the complaint that there was a parallel instrument in favor of eiffel for favor to girls from so they go back to this because the common law rules if you can't go against the partners and even exhausted your remedies against the joint venture that's that is correct your honor we did brief that below a reply brief to judge must go so i go back to judge chin's point is this ambiguous well if your honour's find out that the case is over that's why this is a twenty six motion the instrument is attached to not of the first complaint to an amended complaint they knew what our allegations what are the principles of law that we're going to apply were we told them in the pre motion letter and so they have an amended complaint they seek to inforce  and given the law of new york that a guarantee is strictly construed you test that instrument on the motion and given that it's a corporate instrument we don't grant is bound by various provisions in this if you get there's only one signature we have the rule that doubly makes is appropriate for a motion to dismiss that there's no personal liability on the part of an individual signatory for a disclose principle unless there is clear and explicit evidence focusing on the language yes what that means i put myself in you know what it could mean it could mean that twenty myself for the benefit or it could mean i'm accepting an appointment on behalf  personal guarantee you can't back into it you can have alternate interpretations it either is or it is not and this is not this is an instrument beyond all else in the spanish language with no true accompanying translation that's not what this instrument is a guarantee exact a very high standard on the proponent you cannot feel your way into discovery about what this thing means it should have been on the document itself it should just tell exactly what what's going on so that there is notice to this individual that he's putting everything he has at risk so that's why when you look at think this there is not the final action but the translation while the difference translation and the second translation conflict i suggest if you look at the first translation it defines grad as the guarantor now in the second translation they call grad the bonded part so that's kind of material difference and yet the plaintiff here wants to you know have discovery suggests there's a factual question as to the translation with whether the translations are run or that can't be imposed on the signatory to an instrument that suggested to be under new york law a guarantor to give interest an accurate dollars and all of that and yet there's only one signature this spanish language instrument with garbled translations and with repeated references to mr truesdale acting on behalf of the just those principles and no tested on the motion to dismiss which is completely appropriate when the instrument is attached to an amended complaint as this was here thank sections of the women it articulates the different responsibilities that each party excuse me hands there if you agree that the standard under new york law is that there must be overwhelming evidence of the signatories intention stand your honor and i respectfully disagree that's a distinction without a difference the lower load factors have been applied in other cases several in the eastern district which had nothing to do with the result as well as in three sentences we get eighty pages of briefs between the two of you applying those factors and then if you look at them i heard new yorker feels decision i don't see those factors being applied your honor i i believe i don't see them being applied in the successor to mine and i just see the new york world feels looking at the language and saying is there a clearly unambiguous assumption of liability by the principle you're on and this is a twelve b six motion this is a motion that is addressed to the face of the plea it's the court we believe the district court exceeded its authority by looking at by resolving factual issues and and  and he says it's not clear and explicit it has to be viewed in a context your honor any skillful neuer can take a phrase and create some does suggest that district courts in deciding twelve b six motions need to apply their judicial experience and common sense it is well established urana that in the but in the construction industry one doesn't identical but concepts the principles the justifications the reasons surety companies don't want to go too far out on any whim whether they're here in the united states or in venezuela or anyplace will directs district courts in deciding twelve the six motions to use their common sense and judicial experience what they're suggesting is what's going on in the real world that's what the courts should be looking at in deciding these kinds of motions it is inconceivable your honor that a bonding company is going to go out on the limb and guarantee a thirty million dollar project without appropriate guarantees by the president and sole shareholder of the company that is obtaining the bo