admitted that they repudiated the contract they cancelled the agency before the council signed the agreement now they make some one second and she did she sign the two thousand and ten agreement she signed the agreement in the skate the case the court had a signature block with signature blanks exactly like those of our case and that they held according to the parties can the parties evidence their their contract this is done by signature now what financial casualty does is they mix up the issues they cite cases where they talked about exceptions could be by some other method but there was no other method in this case because the contract with nothing was ever done pursuant to the contract now we go also there mixing it up the same with the terms of the last contract the contracts have no terms and they would be fine tell they have no i'm trying to understand whether anthony would be responsible for loss of occasioned by the earlier contract and one easy way to look at that is that there's a term of the  that you have to really naturally there is nothing in this contract that says that she's liable for something under another contract to which there of the parties as well and what they're trying to do is mix it all up same incorporates the earlier bond into the new arrangement i would think that financial capacity in pension on the prior agreements and on this agreement that's each agreement relates to the bonds that it's sold and the time period in which that contract is in effect in this contract even though it says that supersedes and cancel prior agreements she's not a party to any prior agreements that because they knew that they have an offer in which they would have to step back at the not accept now i'd also like to point out that with no consideration the court will go got it backwards as  agreement that says producer and producer intended to or who i gather is mr or miss nancy me shall be liable to company for all liabilities claims and demands that limitation which arise from all relate to the op on powers of attorney  est producer by the company guards who actually execute said bonds why doesn't that reflect her undertaking who is the only contract that has a producer is this contract in the or he war he's an agent or is the sub agent this is the only contract and to which he's a producer and within the four corners of this agreement to say that she's liable in the some other prior agreements we're going way beyond the members what the court essentially did is they make them into a stakeholder gave them two hundred and forty thousand dollars said that my client's with the defendant a libel for another one hundred and forty thousand dollars  people whose money you're holding and give it back but i'm not your argument about the money you're holding your argument about the hypothetical claim for over that with the quote did a calculation to say there may be another one hundred and forty thousand dollars of owed on top of the two hundred and forty dollars and that's hypothetical now the last thing i want to talk about is you see if i may i would you want to use some of your battle to use a moment if i may be is absurd now be the plaintiff's attorneys talked about their experience the duty is they've had cases in this quarter all over the place some how they spent over two thousand hours against pro se defendants who they claim gave them a hard time the good morning your honor snap is the core my name is deborah donaldson and i represent f t s in this matter and this court should affirm the trial court's judgment for three reasons st of all about a contract formed there with consideration for  jacobs pointed out there doesn't seem to be a very well specified term that the obligation of an indemnity tour usually is is strictly construed and i gather under texas law this particular strictly construed consideration issue in the language of the contract which is not called indemnity contract seems quite unclear well it's to your honor that this is a bail bond producer contract however there are significant endemic the obligations and doesn't it regardless of who actually executed such bomb so this is either this is in the present tense and therefore it would seem to cover future  if you intended to include all the bombs regardless of who executed them in the past you would have used the past tense well i disagree with that your honor and here's why this contract superceded and replaced the previous contract and in the context of bail bonds as the court pointed out earlier there is a continuing obligation on the part of both the surety and the bailiff past the time the bond is exonerated and all of the liability for those bonds written is run off or are completely satisfied on the part of everyone so these bail contracts be bail as is the contract actually brought forward the liability from the previous contract and one way we know that that was a part of intent is that if you look at the trust ledger which is in the joint appendix and i believe it's in the five hundred so i apologize for not having a specific record cite for that but if you cancels all prior statements representations to go she said and so on i i think it's in big use with respect to it's meant in compass all previous relationships particularly because the parties are different the language is different there's there are lots of obligations between any one of the parties and the company when your i have a two part answer to your question and the st part is that neither party argued in the trial court that this agreement to somehow and they give way or you know otherwise i'm clear that that's a new argument on on behalf of  and the company and so if your question and disagree agree or did she she she didn't challenge that he has not agreed however going back to your question regarding the cancellation of the agreement i'll agree with you i mean that's exactly what the contract says that this document supersedes and cancels all prior agreement now i agree it makes very little sense because if it does then it seems to wipe out all of the obligations that everyone agrees subsist but  is concerned being asked to sign on it looks like she's signing onto an agreement that that cancels all the prior agreements and therefore it becomes very hard to imagine how she could have thought that she was thirty one dollars thirty two cents that all of the liabilities on the previous bond at least at least with respect to the run off of that liability continue going forward into the future the runoff continues but this honor there's no evidence in our record that ms mann seanie at least at the time certainly in the trial court she did that at least at the time there is no evidence in the record that she ever questioned the terms of these agreements or ask for clarification  how bell bonds are written these cases do talk about a flip side of the coin which is whether in that words can be held liable for example after a marriage or or excuse me after a divorce or after the end then the door has left the company and what the court focused on was that when there is broad and dimity language that the court is going to enforce that hasn't written and needs expectations were in signing the contract i can't speak to her when i can speak to is the fact that each each subsequent contract in this context did replace the previous going back to the national relationship with a company in two thousand and i know you're weird light is on but i wondered if you could take a moment with the presider permission to address the collateral shortfall damages i understand that a plan was developed  because it was possible that f c s was going to be left with money that it offered as cheap to the state if it was unable to identify all the indemnity towards who were potentially title to reimbursement but i couldn't understand really on the universe of these bonds maybe as high as one million eight hundred thousand dollars the collateral shortfall that was identify in the trial court was really what we could prove within a he supervising this or is i mean is there a commitment to s g to the state any remaining funds after a certain time period is passed what exactly does the plan call for the plan calls for f c s to identify the end in the tours to the degree it can to locate them is there a time period judge not only did not time did not include a time period in her in her order and if your client in fact committed  to the state after a time as passed by yours any funds remaining if you're having so much difficulty and claims haven't been made an argument was made that the statute limitations had run in any event it would seem inappropriate for your limitations does these collateral firings are held in trust for those in damage or i'm not personally aware of a provision under new york law that requires as sometimes there is for bank accounts or that kind of thing a i'm not going to argue with you what i will say to you however is that if you take this responsibility to the new york department of financial services and to the citizens of the aren't very seriously which is why i it has prosecuted this case  correct me if i'm wrong this money would be zero not that you would located the people to whom the money was owed could have if you did presumably would have sent them a check we do have it to them and we intend to return it to the degree that we can and to the degree  can where we can but that sort of feeds your average voters argument that this is an arbitrary number because even though you know that this money is owed you don't know whether you're going to be able to to to compensate these people for what they walked i agree that the business was running a deplorable matter considering the trust that's associated with these funds and and it certainly is you people who although i have about three responses to your ok your question here on earth i'm sorry to go in a bunch of different directions and let me let me start with the legal answer to your question which is not by far the most compelling or the most interesting but let me give you the legal answer to your question which is if you look at texas law an indemnity agreement which i understand that we're talking about just the  as the bond forfeiture judgments but also the liability that they incur on the bond so from a legal standpoint f c s of entitled to the money because it has liability on each and every wrote that is still out there in the universe and for him there are and then the doors in the state of new york are at collateral turning to you you know the theoretical nature of the damages we went but the best evidence we had given the imperfect amount of information that mr z to live had provided and and so we  and seventy three as far as does no consideration is given they haven't said it they haven't done anything they haven't given them an opportunity to make any sales as far as the reclaim the collateral shortfall they have no liability they have no privity they have no standing and it's not right they have to we decided the case financial casualty versus poc and in that case which involve what teachers for which there's no question the liability they took the position that no lots of curd until there was an actual judgement saying how much they were liable for in that case that was a judgment of liability and they claim that was not sufficient to establish that they will liable and therefore the statute of limitations did not begin running until that was an actual judgment so all of the claims of making about the collateral estoppel are what many many reasons on the excess to trying to recover from the defendants that is just totally without basis thank you thank you very helpful and will take the  the next case on the calendar issue and the lakeland central school district