good morning you've also representing general real life i'd like to discuss two issues with you this morning first the recapture language in the final word was not ambiguous or otherwise flawed so the panel had no authority to revisit it second the clarification that the panel issued was not consistent with the final award and the intent behind it but rather a material change in the recapture methodology that increased and reason liability by seventeen million first arbitration panel how to unwind it was lincoln's fault we raised it five separate times this exact language we raised it pretty arbitration we raised it in the slides during the arbitration and we raised then then after that decision if you were entitled to that then there was a second decision that linkable would make lincoln would make either pay the higher premium or withdraw after right so so until lincoln knew whether a you could charge a premium or be they want to pay it the the unwinding was irrelevant it's not even when it was you know most lawyers will make a fallback argument we had a i understand what most lawyers will do but the question is what did the arbitrators have to decide the first time the average the average wage did not have to decide what that on wind they would be to cite if they had decided to be purely dicta i mean we wouldn't necessarily decided if you would if you were litigating that case with us that would be a question we wouldn't have to answer you would not have to answer but it right we could come up and if there was a right of recapture in the treaty if there was a rate increase that was allowed which there was then lincoln had a right of recapture it only lost we lost who cares about what the un wanted but if we won one of the possibilities in that they decided to pay who cares one of the possibilities is that we win and  if we win here there will be finished that doesn't guarantee that they'll unwind no but they had a right then to rewind and we proposed we had a unwind we had we had proposed the methodology numerous times that became a very important subject later on because general ray wanted to keep the premiums and not pay the claims am i correct about the out well that was the cash based on cash based recapture that we proposed in the arbitrator's initially use as it is if i was an ordinary person working on the street that seems a little pegues well i will not deny that that favors us y going to keep the money and not pay the client but one sidedness is not a little one of the grounds for revisiting an arbitration rather coverage of one of the it is not one of the grounds for revisiting an arbitration there is as as the court knows there's a very short list of reasons why when an arbitrator's can revisit the whole point of arbor to there that is in short there is limited view of course your york your position is the award was not ambiguous the panel are at least a majority panel saying it isn't big us why would we not defer to that they're saying our own warrant is not clear and we're going to second guess them on that well we believe that the court is equally capable of it's one sentence that's at issue right that the answer is yes you want to second guess them on their conclusion that they are awarded is ambiguous yes because what appeared to happen doesn't that seem contrary to the law on opera transition in general no i think that a court is equally capable of looking at a sentence to determine whether it's ambiguous or not and i believe that the arbitrator's knew which buzzwords to use to insulate their second ruling from traditional scrutiny as best as they could but ultimately deference to them on that issue would essentially notify the protections of functus officio because it would mean that any time an arbitrator's decide that they might want to redo an award and that assumes that they want to redo the war i mean that's right on the first issue and if you're wrong on the first issue then they're not me doing an arm or they're simply that you would say oh that's no good if we disagree with you that the the phrase all premium and claim transactions paid by one party or the other following the effective date of the recapture shall be unwound if we if we disagree with you and say that we find that to recalculation what the was left open how much to pay did was right in fact the word recognizes that these are coming up three come back to our since you can't figure right wanted to play each other right under the law a proper clarification must be consistent with the arbitrator's intent and it must not modify the spirit or the basic effect of the award here what they did the intent was very clear in the initial award that they were going to adopt what we had proposed we were the only one that had under your under your reinsurance agreements as somebody died on march fifteenth that's a claim assessable against your policy right it depends on when they would have made but for this purpose it depends on when they would have when the claim would have been paid because  incentivize you not to pay until after the recapture date so that even though you have fifty well let me finish fifty claims that occur fifty people die in february and march all of them covered by your that you accepted a premium and you accepted the risk for but you don't because you get paid you don't have to pay it and lincoln does but that doesn't incentivize because this all happened well after the fact the recapture the arbitration was in two thousand and fifteen and this all happened i know that but that and that's part of the problem because it took so long there are all kinds of other problems lincoln paid as premiums a year in advance and lincoln also had roll over situations where they owed you money from the prior month and then they rolled it into the new premium so there are a lot of calculations to unwind aren't there there were the only calculations to unwind is what did we pay after april first  you a premium for all twenty fourteen you don't have to pay back pro rata anything it covered for after april first there's a straightforward cash unwinding so no we had to only pay back anything that we had paid i i thought it would be helpful to start with sort of a big picture observation every argument that generally makes in this case starts from the premise that their interpretation of the award is correct and that there can only be one interpretation of the award and the record makes it clear that both of those assumptions are wrong generally had in had an interpretation of its language which as you have observed from your questions was uniquely one sided and in largely inconsistent with the terms of the treaty lincoln had a second understanding of what that language meant your understanding to the first the issue did not arise generally requested that language in the award lincoln did not object to that language in the award and lincoln has does not object to that language in human rights in the first arbitraries yes and what what's what's different lincoln does not think generally the interprets that language correctly and the panel does not think the general interprets that language correctly which raises the same panel but the clarification award right but  i think the point is it's not the language that we object to it's the interpretation that is wrong jen reason to her petition and lincoln never had that interpretations lincoln has a different interpretation of what that language means yes lincoln's view which the panel said is correct is that that language in the award has to be interpreted and understood in the context of the terms of the treaty that are not affected by the award in those terms specifically were two one is in schedule af which provides that what's called an earned premium is not refunded upon recapture and honor premium is what you refer to as the pro rata premium so that the amount we paid in advance so generally gets to keep that the panel found in the clarification under schedule f of the agreement but number two pursuant to section four point one of the reinsurance agreement generally has to pay claims that are associated with that premium and what the panel said is section sixty one of our award makes it clear that the recapture is pursuant to the treaty and we would like to clarify for everyone that when you read sixty one the unwinding is in the context of and does not change the obligations to generally had under the treaty prior to the recapture da so for premiums paid prior to april one two thousand and fourteen which was the effective date it would capture general gets to keep those premiums but they have a liability and that's all that the clarification says and that's not a change to the award that's just simply we are explaining that's how we intended this language to operate it's the same language sixty one yes same panel same explanation quite the same person changes positions and there was that they didn't change positions the dissent was from the finding of whether or not there was a change in anticipated mortality to justify the rating crease that was the only that's the dissent the dissent expressly notes that he is not dissenting from the retained jurisdiction to address what out of the second decision of the aga trees on the second decision and more serious right i'm sorry i'm more substantive on the second decision the dissent is by a different arbitrator who says that's not what the language meant to me and i think that's partly why it's clear the general position that this can only be interpreted one way is is wrong because even the panel had different understanding as to what that language meant when they actually thought about it and sought an application and i think there can be no better evidence of ambiguity than the fact that on a three judge three arbitrator panel two of them view it one way and one of them using a different way they're all principled people were not suggesting anything wrong but but that suggests that the language ambiguous i think the final point that i would make to make mr balsam alluded to the fact that generally thinks this was a change in the award and you can read the clarification and there is no change the l the award is unchanged what the panel explains is this is how you apply that language in the context of the treaty generally sense where we are most seventeen million dollars more than we should have because you've changed the award and again that gets back to the sort of false premise of generous arguments generally always owed the full twenty three million dollars to lincoln under that award it's word on while i have a hard time understanding what that means as i understand how reinsurance treatises are issued and the industry itself and i guess the original treaty nothing changed the original treaty and so the provisions of the original treaty needed to inform the understanding of the award so the recaptures pursuant to the treaty the liability for claims for premium paid prior to the recapture is pursuant to section four point one of the treaty and so all the panels to you saying essentially when you read the original word together with the treaty the result is for premiums paid after april first two thousand and fourteen lincoln gets those back and for claims paid related to those premiums generally gets that bad but for premiums paid prior to april want two thousand and fourteen generally keeps that premium and pays the claims that are related to it that that's that's it in a nutshell that is entirely consistent with the treaty it is entirely consistent with commonsense it's entirely consistent with everyone's understanding that if you get the premium the claim liability follows the only other thing i'd like to to  address in my remaining moment here is to step back and look at what generally is requesting that you do generally is asking you to vacate the clarification but confirm the award the panel you know that the parties disagree fundamentally about that what that award means that the arbitration panel has said that it should be construed in this fashion and so if you vacate the clarification then you're back and look at this again yes i think they clearly did your honor for a couple of reason then that we would be left with the first decision that as you point out leaves us not knowing exactly who was what right and if you were in that situation all of the case law from this circuit and others counsel is that what you would do is remain to the panel for them to tell you what they matter you wouldn't substitute your own judgment as mr boston invites you to do you would correct go back to the arbitrary that's exactly right act also in the treaties that is section ten point three that there's an arbitration clause which is the very nature so presume presume that the word was just confirmed and there was no subsequent clerk that's kind of the point here we are thousands of pages a briefing later the result that must be the result of of this entire process is that the panel determines and informs the court about what for a war is intended to do and who owes who what that's exactly what has happened here and the appropriate result is exactly what the district court did which is to confirm both the award and the clarification give effect to what the panel said it intended and resolve the dispute before thank you thank you sam you served two minutes for rebuttal and i guess i would ask the question is where we ended with what would we then do with this first award and who would who would pay what to who well i don't believe that there is a true calculation dispute over this award is a le calculation a bookkeeper can look and see what she and what jen repaid and claims after april first that money gets returned to generally that same person could look to see what lincoln paid in premiums them five point four eight four million dollars they didn't oppose that number and in fact they used that number as the basis for their calculations as to what more we owed under their view or under the arbitrator's view so i don't believe that there is a legitimate dispute over a calculation i believe that they were realized what that provision mentor how the numbers i think they knew what it meant but they realized how the numbers played out and realized that they didn't like the way the numbers played out and paid the year's premiums in advance and got no credit for those premiums that's when they realize hey what's going on well our view is then they should have aired that before the arbitrator's when the five different times that we proposed to her in the arbitration why didn't you just say read a perspective because if someone dies a certain point in the fall and it's within your coverage period you have to pay attention yes well under normal principles but this was a product of