franchise which has three separate parts the first two parts was the ability to buy both sides so the only question we have is whether certain deductions from the commission that these paid or was paid by a go to the deductions ar exclusive of any other remedies under law that a franchisee may have and when you don't have a waiver of your common law remedy an early termination or a term no on the new improperly creates a breach of contract claim under california common law you get around that by saying well you know we have what's the argument in the you know in opposition that this is if you have it may not be rent it's a kind of charge that they charge for that the right to have this card or i mean i don't well that's what to do that indiana where they don't have legislative history where they don't have franchise regulations they look we looked in fact the second circuit looked at cases from other states in illinois where the attorney general like the commission of corporations here was given authority to the washington statute is different enough and the washington history before one thousand nine hundred ninety one washington had a community of interest component in their act that was removed but i think that sort of echoes that that comes through and this is not a good whatever they did they purchased the right to have the car they rented the car whatever it is since that day it can't fall under the goods exception because it's not a good therefore it's a fee that was charged  and it really is to keep the compensation for me are allied with the formula as overall profitability and to ensure that excess cars are stockpiled at one of the stipulated facts i believe it's fact fifteen is that at any misremember well that's possible that's the argument as i said below they cited as the case and argue that they had they had a perpetual right but i would argue that if that was the case that they have they have held over and any of that sales relationship is going to be converted to a franchise and i think if you look at the f t c for example and it's a little statement of purpose and it really started the franchise legislation  the same the higher petroleum case i think it's very close to what we have here which is an f t c opinion in that case you have a operator of gasoline station taking the money from the patrons was paid a commission that's not a franchise relationship various courts for the seventh circuit to the tenth circuit to various state and federal courts across the country that sided coverage of the state conclusion that you've got to have something that you've invested you've got to have money that was once yours it took it out of your pocket and gave it to somebody else you could lose that money and that's what that's what creates this umbrella of protection under the franchise and if you don't have that and here i submit that it is never had that they had a commission f at the point of the the law review article was that we really are wondering of them well dressed and trying to figure out what a franchise is at a california statute and what we really ought to be focused on is the risk of failure if you look at the commissioners opinion so i think that the work that is the closest one to our situation is the wide where you have a party veggie mobile home and i cry that that there they say to bridge an ice cream case and to me what the difference because those were written about the same time the difference there is that the operator shows up at the the location pa the sorts of situations where corruption trial franchises and i think that if we do step into that terrain that we rather rest of trading virtually every provision relationship and to a franchise which i don't think is the attention of the legislators me i think the first point is that this is now and i think you can see from the testimony from the before the federal trade commission for years and years ago that they submitted there is not a term in the contract other than until the parties agree for it not to be termed under california law the medical case and the supreme court cases it's thanks that is not considered to be an indefinite contract that's a contract until the i don't know i don't think so i think that the statute tells you what the components of a franchise are and if you meet them you have a franchise and then you can have that language you have to have another kind of language or the court has to see some other way around it now they're free to say we don't like this franchise the we're going to give them six months notice we'll tell him ok you can sell to another franchisee and in fact they're entitled to exercise your right first refusal of they have one to put themselves in but it has to be at market value and mr soros made a large point about all the other states that require some kind of unrecoverable investment telephony recognizes that there are many kinds of investments and gives the franchisee the right if they can stay there to sell the business and recover their goodwill the value of the goodwill that they've built up things that you need to run a business that you can only get from the franchise or is a thousand dollars a year the surcharge itself was almost thirty thousand dollars a year there if you will charge we're talking six thousand dollars if you in charge every every month of which of these sixty five talking purely about the commission we're not arguing here a commission is a franchise we're arguing when you have a commission if you start taking pieces out of it for the right essentially to earn that commission now you're charging a franchise fee we've pointed to two pieces that were taken out of