policies and contract interpretation and apply the view i think when you do that and frankly i think if they had used the broader language we'd still be ok as a matter of determining whether there's a potential for coverage that triggers the duty to pay the fence cost  ourselves for that that payment and if someone makes a claim we turn over insurance got men they paid overtime yeah right i don't think i necessarily have to go that far when but that would be my ultimate position for a very simple reason and i think the  policies and policies that say the duty is to pay defense costs have some point there but it's got to be some trigger absolutely relating to the coverage and if there's no coverage how can there be any duty to advance defense because the question is whether exclusion varied in this provision to mean capital e directors of capital officers i think that's wrong you are directors and officers of the defined phrase has to some parts one is directors or officers and the other essentially a narration of word mincing the approach that has been taken by big five to this case attacks specific words works that whether or not particular words are wording of two california supreme court decision quote the amount of unpaid wages was simply the measure of the wrongful benefit to the employer not damages not damages laura case l o e h r thirty one and quoted through page thirty two of our brief states that quote earned a salary are for wages are vested property rights planes for which may not be properly characterized as actions for monetary damages why don't i cite these provisions for damages result and a damage party having to give up something they did not previously half they have to across the country the bank of the west side of the page is forty two and forty three of our opening three states that quote when the law requires a wrongdoer to discourse of property or money of choir through violation of law to permit the wrong it's an employment claim or otherwise does not include salaries wages overhead or benefit expenses and i might add that it was mentioned by counsel in an argument that to the extent and insurance company wants to relight least in qualify in any fashion the last and then the third step is to see whether any exclusions excluded from coverage something that would otherwise but for the exclusions be covered our view your honor and we think it's consistent with the structure of this policy and of course our job here is to read it as a whole to look at those three component parts is that this language is not an exclusion and even to the extent it could be construed as that expenses and then we look at the mostly complaint which is for quote very rich pay overtime wages waiting time and for unfair business practices this discouragement and restitution i don't think it requires any sort of overextension or word mincing again to suggest that those words are plain clear and understandable to a lay person what about opposing counsel fact about how alexander hamilton and if the insurance company wrote that book maybe that would be kind of argument analogy that would apply here that were i have a provision which is on the second page of a clearly  in the definition section the lay person will definitely start the coverage analysis by saying i need to first read the coverage grant when you do that says last means the total amount which the directors and officers become legally obligated to pay as a result of all claims first made during the period that's true thank you broad that means if any claim this made during that period does it not well but that's why  payroll service the instruments company is not out here to pay the employees money that big five should have paid them and that's why they fly this is damaged all they've been required to that well there is a group on the bus request for such other relief as may deem appropriate in this in this wage russell therefore those are generic damages those must be covered and we went back t page one fourteen of this record and i would like to also say in passing that with respect to this defense cost issue that big five is just flat wrong this is not a duty to defend policy and the rules of constructing these conceded that expressly during his argument what he's saying is you look at these california cases which in effect in grafton additional view to what's your response to that don't because there are claims asserted are for unpaid wages for overtime for things that are carved out of the insuring flaws and wish for good measure  loss and therefore no duty to reimburse for any defense costs and any question about that to the extent the court is on the side of the scale is decided that i respectfully submit by looking at the exclusion of the end of the policy which is  superimposed upon which we have a public policy from this california supreme court which i think would cause a score to favorably entertain the presentation i just made and collectively those points strongly suggest that the trial  record forty this policy does not provide any duty by the insurer to defend any insurer and again with a belt and suspenders aspect of it