from an ordinary contingency fee where you would not call that a different transaction is it your position that any time you do something other than take a percentage of a dollar into a business transaction or is there something else about this case no so if she were if this faux walked in the door today for the very st time isn't that a different circumstance then when she's already a client in that case and they're negotiating a new fee of course  summary judgment agreeing specific performance for something it's was incapable of specific performance secondly the district court incorrectly determined that the agreement was not a business transaction subject to rule on point  thirdly the district court incorrectly determined that the midstream the modification in the resulting three whatever it is are reasonable as a matter of wall and case was wrong so here we have under this court's well established doctrine of merger into the final judgment of all matters accomplished there a proper notice involved the villany to do that kind of went away she wants to keep the lawyers they want to get paying i think they should get paid so practically speaking they need to come up with a new the arrangement what is legal assistance every month and or every two dollars weeks or whatever it is and they can't wait for years and years to collect on everything or they have to make that choice that's what a continued g p is all about but when they're on hourly rate generally speaking your jury trial still have to argue what should have been done right what would have been the right thing to do and that's what i'm asking what was the right thing to do given that lawyers get to get paid and she had trouble paying and any straightforward case that the firms carried their burden on summary why don't you go ahead and address in a better fashion when you did in your brief why rule one point eight was not involved in this appeal excelled in his ruling on one point eight that there was no and this is there was no present conveyance of an interest in any property because rule one eight remember addresses transactions with the client and there the books are full of examples of when you loan money to your client when you purchase property from your client when you take a security interest from your client to secure a fee down the road the a b a s got a formal opinion on a stock in lieu of  defense and then they feel the final judgment that held that that tire summary judgment that prior partial summary judgment cannot be considered by the court of appeal because it wasn't mentioned do you have a case  business transaction and you are required to do x y and z if you didn't do i think i think the case would have been over in the sense that the contingency fee would not have been in forcible it the like of the way so how can you say a final does the hammer case h a m m e r from the text of the u s supreme court that says the rules of the federal rules of procedure are not jurisdictional how does that affect the this line of cases about jurisdiction final judgments i guess that's what your point would be and understand so i think you're you're trying to say that the the court's rulings one way or the other couldn't change what the  ok take back up where i was what i think that this whole case turns on cell attacks and i went back and read justice rehnquist over the weekend and this is this is critical and everything is merged into this very point he tells us  is the procedure for summary judgment if the non movement fails to establish an essential element of her case and there can be no genuine issue does any material fact that he goes on to say the complete failure concerning any essential element of and they both opined oh well even though the restatement doesn't says it and even though the a b a doesn't say it we think that it does apply and they were strict they were trying to tell the court what the law was and we we objected to that under the u s securities case out of the southern district in new york where professor wolfram was excluded for that very reason so the court is not assisted by experts hoover who invaded it's it's it's you know the judge the sole and only arbiter of what the law is and these experts were trying to come in until the judge what the law was and we've moved to strike and i think it was appropriate and judge hicks agreed with us now when we get to the next motion for summary judgment the issue was whether the fire did something wrong which necessarily implicates the ramp a lot of decision from the louisiana supreme court where the failure to have a qualified local expert is necessarily fatal says in the industry's case the other issue appropriate for a lawyer in the middle of a representation of a meeting to negotiate with their client without sending them to or at least recommending independent counsel well your honor i think that that happens quite often and if you read the cases closely many of these cases do involve midstream the change the rule the restatement which is the restatement of the lawyer's lawyering says of course the lawyer has a standard one dollar point bob in louisiana says we need to change the speed must be communicated to the client what we know that the restatement sets forth a test for how do you comply with this heightened standards and number one you have to make sure the client was aware of the effect in any material disadvantage is that the change that that requirement is lessened when the client herself requests the change which is exactly what we have seen requested a shame he didn't know why she didn't draft this document honor we put forward both through our expert independently a considerable amount of e mail exchange with miss fox it starts with the more money i get the more money you get where she invites options will she and the truth is and i don't mean countered she wanted to be more stairstep she asked these insightful questions how will both the work if i get cash how will the fee work if i get part cash part property how the fee works if i get all property how will the taxes work on and on and on and it culminates in the political understandings thank you for answering all my questions i wanted to have a total under the understanding and agreement so no misunderstandings would pop up down the road she sighs the agreement  have firm and we said no it's fine you've got to pay right now and you've got to go and comply with a difficult order right now i have no clue how she can see that there's a piece of it i understand there's some money out there anymore i just want to comply with disorder and move on with my life how is he supposed to do that well i think that we we have a judgment for specific performance and again the cases are full of judgments for specific performance without line item instructions on what to unambiguous the court has accepted our position that she is a forty percent of everything she got cash in property will now she have to convey it to us and we can of course if the cement in the context of the forcing a judgment if she doesn't voluntarily make sure collecting cases i was doing i was trying to collect money and so on behalf of a client so you're trying to find where is the money i get that i'm still trying to make sure i mean can you walk me through we would comply with there may be some hoops we have to jump through in the terms of enforcing the judgment let me just if you would allow me to address this you know the course of the representation this is fox you know she contacted the st she contacted david rubin and jip and said look i'd like to have a meeting and she met with them and jip mr reubens office in baton rouge and she said i think when this is all over i'd like to keep the one hundred percent in  you know not it not convey you your thirty five percent interest and these sites are in the in the i mean this is out of ruben's and office deposition and so she said i'd like to buy you guys out when this is all over and so the farms are like will instead of the part of taking the forty percent that they were entitled to and her membership interest in this in this company that holds all the assets they offer to take a charging order on the company you know if the money comes out of the company we get to if you feel the company will get forty percent it was appropriately reasonable alternative that gave mrs fox what she she voiced that she wanted now asset in our brief she didn't want to negotiate along those lines fine we'll take the forty percent it's a matter of fact and that is and you're saying he understands this but then when we get into it maybe she does and she would have understood it better at least if she had independent counsel how we've always taken the position really good case that you know the court said what i mean anyone would understand that and the court goes on to him about the tax implications and he said we're not clear let me ask you about the tax implications if you really get it right i don't think so i mean i don't mean that the fact that that their taxes i don't know if that's a basis to say i didn't understand your honor but i think that the same consequence happens in many there is something on his machine you think  point thirty they hold a significant burden of proof and the arguments that you just heard from  midstream the change where that happened not once but twice because such midstream the changes are presumed  contingent breach and i don't understand how in those circumstances and interested parties that is the laurier can