united states court of appeals for the federal circuit is now open and inside edition god save the united states and if honorable court good morning ladies and gentlemen we have six cases on the calendar the smalling five thank you judge laurie and may it please the court it is undisputed that taylor energy can take no further measures to decommission the m c twenty site without doing more environmental harm than good that it's been the situation for nine years and there is no basis to think it will change yet the government has determined that under the party's two thousand and eight trust agreement taylor must keep nearly a half a one billion dollars locked up in definitely to no productive use the trust agreement was one of many ways the government could and can require taylor to provide financial a sure and says that it would decommission the mc twenty site and if taylor prevails in this litigation those other options remain open to the government but when the government signs a contract even one to satisfy regulatory obligations it is subject to ordinary contract principles it's a complaint in this case plausibly alleges that taylor that trust agreement reflects the party's shared expectation that taylor would be able to complete its decommissioning where the problems could be made so it was there is what when you say government groups judge laurie i want to be clear about this the which we call bessie position that while there is nothing that taylor given president technology can do that would be more beneficial rather than harmful to the environment and therefore that federal law prohibits taylor energy from proceeding it held that under the regulations it did not have to make a decision that no can no decommissioning activities will ever be able to be done and the ib l a affirmed that because as it said there is nothing in the oaks law or its implementing regulations that prevents best the from deferring its decision the question in this case is involves the disposition of a trust account that is governed by a contract and the question and the question in the case is whether or not the government gets to decide as a matter of contract law that this particular type of security can be held for ever even though the terms of the account were agreed upon under certain contract or mr waxman i think part i'm sorry i think part of the problem is that you opened up with the statement that it is completely undisputed that nothing more can be done but but not just betsy but and i don't know why what you call the other want to be o e m the ball not justice be clear that as a regulatory matter decommissioning obligations never expire twenty years from now if one of the wells that taylor energy plugged blows out the government will come after taylor energy and b p which was its predecessor in interest for decommissioning obligations that is not the question whether that doesn't govern whether this particular account which was a stablished under the terms of a contract which the complaint plausibly alleges had as a term that it would in the obligations to perform would expire within a reasonable the interpretation of this concept only question before this court because the government has raised no state law or contract law interpretive positions at all our position is that it is clear that as a duration that the obligations are performed terminates within a reasonable period of time at trial it will be an issue for the trier of fact to decide whether under contract purposes a reasonable period of i think there are several herder's hurdles that you would have to get to get past and for instance what effect is that i b l a decision on your arguments i mean we're bound by that decision and they specifically clara classify this as the least specific abandonment account not as a contract whether judge malley whether or not we're not suggesting that you aren't bound by the idea lays decision the i a lay did characterize the account as a lease specific abandoned him account and the government makes much of that whether this does or doesn't qualify as a lease specific abandon account it was an account that was set up pursu ant to a contract and that contract have to be interpreted under contract principles and that is the only question that this court needs to or appropriately should decide that i want to say also that the you keep saying at the contract but but isn't there a fair argument that the government takes on the other side that it's not a contract at all it is simply it well it's called an agreement it simply lists all of the regulatory obligations that taylor is has to abide by judge o'malley it does far more than that and if i can just if i can just answered by reference to the i b l a decisions in this case there were two there was a decision there was a case that was filed in two thousand and twelve that involved taylor energy's claim to be entitled to additional reimbursement from the trust account the i b l a made clear and that that opinion is in the joint appendix beginning at page th lay made clear that it was making a determination under the regulations alone and was saying nothing about what the contract says or doesn't say about the government's obligation to return money from the trust account and that's that is i hope i haven't jumped over any hurdles judge o'malley but that one of the it expressly says that to the government's obligation is upon completion of all regulatory  requirements and i go there as requirements include decommissioning correct there yes there is no doubt that under the regulation there was a regulatory requirement that is imposed on taylor energy that is independent of any contract and that survives the terminations or expiration of any contract to fully decommission that was the holding of the d c circuit in the noble energy case which followed from this court's law that hadn't been contemplated under the original regulatory agreement and here there is no newly enacted law is there now i don't know that the there's no newly enacted law what happened in amber resources this court's decision number of resources is there was an interpretation by by a california court that the i'm trying to remember the coastal zone management act had to be interpreted in a way that extended the a certain timeline by which the government in its lease agreed that it would grant permits and this court held that because of that had the government had noted the government had to follow the california state of california to court decision but nonetheless that produced a breach and therefore or and for resources was excused from all of its obligations under the contract the government bessie then came back and said we'll see you still have a regulatory obligation to decommission and amber resources and noble energy said no we don't we're relieved of any obligations under the contract in the d circuit held the former may be true but the latter is not that is even though you have no further contractual obligations to decommission you have a regulatory obligation to decommission that terminate upon the occurrence of either the following condition mutual written agreement or careless compliance with all obligations as evident i have written concurrence that the government here its not independent of the contract was an expression incorporated into the contract judge judge moore i hope i hope i'm getting the personalities right here but judge more there that term is in the contract and if this court reverses and the matter goes down for adjudication it will be available to the government and incumbent upon judge firestone to determine whether under contract principles that provision of the contract governs over the provision of louisiana state contract law that says that when there is a contract that is whose performance state and terminations date is indeterminable louisiana law imposes a reasonable time for performance under the contract and we will put on evidence again the government has raised no state law issue here we will put on evidence showing that the parties contemplated that the decommissioning pursuant to the plan that the contract required taylor energy to pursue that decommissioning would pursue would proceed continuously it with the exception of hurricane season and that would it would be completed within a year or shortly together with the state law the principle that where the time for performance is indeterminate state law imposes a reasonable time there will be an adjudication whether under contract law a reasonable time has me understand why under parker drilling you believe there are legal issues underlying taylor's claims that are unaddressed by federal law yes because the relevant issue in this case within the meaning of parker is the how to interpret the terms of this contract parker drilling did not overrule mobile oil exploration and may i please reserve the balance of my time legal say two minutes  tailor recommends here dividing a single regulatory agreement and the two sets of independent obligations one regulatory subject the federal law and one contractual such as the state law would stay long posing implicit limitations where federal law has already addressed the relevant issue in a matter involving the outer continental shelf they are addressing the same issue is necessarily inconsistent with federal law and therefore cannot be adopted as federal law can i ask if the government's position that there is no contract here or is the government's position that it doesn't matter if you characterize it as a contract because federal law covers the entire landscap regulatory reason to insist on this particular pot of money if if then when taylor energy prevails in this litigation the government will be able to impose a reasonable bonding requirement presumably under  surety bond the cost of which will be vastly less than a half a one billion dollars to fully satisfy and insure any other decommissioning obligations that may occur the judge moore it is not our position that under the contract law that the trust will terminate only when the government fully agrees our position is that under contract law which has to govern under lynch and mobile because this is a contract as the government as relevant here is not whether it will forever be impossible to do anything but whether it is impossible with in a reasonable period of time to conduct further decommissioning safely in an environmentally friendly manner federal law currently prohibits taylor energy from doing anything it has for the last nine plus years and taylor energy may not proceed with a single decommissioning step on lest the government provides a permit and approves the government says mr mr robertson started by saying that there is no case we've cited that it imposes two sets of laws to decommissioning and reimbursement obligations noble energy did exactly that the the regulatory terms for decommissioning were embedded in the contract in that case just like it is here and contra as this court held an amber contract law did decide the question but it didn't relieve the regulatory obligations i see that my time has expired and i thank the court thank you