to any or all modifications very well and all dressed up first and in that connection were there writings attached to any of the and major importance of our sections being primarily d and to address that only reciting couple of the factors you're starting with the statute and i'm starting with the agreements that say that keep you on the contract it is it not the case that each of the oral modifications were in fact also memorialized in a written document in various ways but  that also had comes into play for example the oral agreement contained essentially five sections we're going to immediately cease the crew of interest now one thing to keep in mind this occurred after the plane incident considered bankruptcy spoke in bankruptcy counsel and they met with a representative for you a peek at the office of their bankruptcy counsel they used a conference room in the back and went on behalf of you if you look we've been hit hard by bankruptcies from farmers for a period of up to five years to try to rehabilitate this debt if you manage pay this debt down to approximately three hundred foreigners house and it will walk from the remaining principal and for your other creditors that are out there we're willing to split the proceeds on a sixty forty basis we take sixty percent you can give you have the other forty percent of proceeds to your other creditors keep them from foreclosing and doing other things my clients that also written subordination to my clients parents who own the property that they're releasing therefore went on at least payments until the conclusion and that they also lent them some other crop proceed or crop financing money that was reduced writing you a if you wrote up a subordination to the parents on that in the end of ninety seven when the funds come in they do pursuant to the agreement they dish out forty percent to the other creditors everything goes smoothly nine hundred ninety eight rolls around in the discussions we're going to do everything the second it work well we've got money not only do we get approximately sixty thousand dollars in that we receive substantial payments from government calling and asking what i want to make sure parents are going to get paid at the end of all this when he's yeah that's how it's going to work then in the middle ninety eight when he says look i'm retiring i'm getting out of here i'm leaving but there's a new gentleman taking over and don't worry i'll get enough speed on this you'll be familiar with it and everything that's going on and during the course of this my clients are continually represented and that everything's going to go just like it had the year before however when ninety eight rolls around their parents hadn't received the money so they call and speak to jerry simms the new gentleman handling the account and asked what about the money coming back to my parents he says well we're not going to give him anything and we're not going to give the other creditors anything because we have nothing in writing as we have to shut down operations and the problem is is as was asked there are several documents which reflect those agreements ninety seven it's all and then there's a letter that's not an agreement between the parties that's an internal memo right it's an internal memo reflecting part of the term one of the terms of the agreement but in order to be enforceable written agreement it doesn't necessarily have to be a written agreement between parties has to be a written reflection by one of the parties in order to be enforced against that party and that's what that internal memo going to have you can have a modification of the agreement where there's a writing by the lender in the lenders file that's never been communicated to the borrower and that's part of the country yes even if it's detrimental to the lender i mean that metal to the borrower now you can only be used it would be included as exhibit one to my declaration and attach to the opposition motion for summary judgment which i believe is they stamped as one fifty five in the record saying we should look to as the written over them either by way of actual communication or a written memorandum of the january five ninety seven letter and the internal memo regarding the crew of interest and i think it says something part of the game is also walking away from the balance of the obligation overproof time i substantial portion of the debt ok where is that reflected that portion was never reduced writing and there was a forgiveness of how much approximately three hundred four hundred  entire debt they wanted they wanted to try to avoid that if at all possible to save reputation and other problems so they were willing to work on something but the fundamental understanding at that meeting when this new agreement was reached was simmons comes in and jerry simonson as you know there's nothing in writing we're not going to pay your parents we're not going to pay the other creditors your client is now trying to enforce what specifically not non repayment  and that included the ceasing of interest as of ninety six at pergamon on that they would be allowed the opportunity to rehabilitate and try to pay this debt down by continuing operations which meant that they would subordinate an interest to all future lenders and that proceeds from the sales of those crops were go to pay other outstanding debts other outstanding creditors that they had negotiated stipulated judgments with in order to try to interest currently in fees and now exclusive of fees and costs and the problem with that is there were substantial pincer ninety seven payments and ninety eight payments made towards that debt so contract that you have i understand the contract you claim you had in ninety seven that was actually before i understand the contract you claim you had in ninety eight that was perfectly performed but i don't understand that there are other things going on here that aren't yet described in terms of what the contract is you think you have in your case the contract that was just trying to be enforced was the agreement was to be up to five years they're supposed to have up to five years time so you wanted to get to the statute and you were trying to think to say that because steve is the only one that has the qualifier would list the contractor the wisest expressly provides and so you substantial change in the in the foundation of the debt we had an agreement that the debt was not going to be repaid in full we had an agreement that the debt would cease to truly interest in adding back to principle so mutual agreement and bonk among all parties concerned for the discharge of a valid existing obligation by the substitution of a new valid obligation on the part of the debtor or another or alike agreement for the discharge of a debtor to his creditor by the substitution of a new credit to part d also on the stock market which the court ignored and didn't address in its decision and it's very important because this case clearly had an issue promissory estoppel and detrimental relian farmers you if you represent this is what we're going to do and they represent to me throughout ninety seven ninety six ninety seven and throughout ninety eight this is what we're going to do until the end so i mean they clearly had access to lawyers correct but again they had phone calls to winkies throughout ninety seven intact and there is nothing indicating it indicated in either the written modifications that occurred or in the oral agreement as alleged that would negate the fact of those integration costs the second question the court asked was whether or not the components of the breach of contract claims that is currently being alleged are based on a written document or if they are entirely oral and the answer is they are entirely or all the breached is that modification struck and it's now been reduced to writing so it's their word out of the blue there's actually a written document that is consistent with oral understanding what becomes their word out of the blue and any limited to one year but at least for purposes of concord isn't there a plausible argument that this just rhythm or elucidation reflects a significant part of what they agreed to the world and therefore could talking about indebtedness well no vision of a contract tends to take one contract and replaced with another but it is roughly the same subject matter so i think you are you are here requiring too much f at the debt obligation the forgiveness of the debt that they are alleging occurred with contingent upon a repayment down to a threshold level of four hundred thousand dollars the records i'm contesting that they never got to that level so whether or not there would ever have been any forgiveness at the debt it's not an issue it's a complete red herring because they never got there the question is not whether they got there the question is whether or not have a contract where you have to repay a million dollars and you come any say ok well now i've actually got you know granted that you said i only have to repay two dollars which is close to an area that we're talking about you only have to pay less than half of what you owe back and it's all oral and the court is going to enforce that type of thing in fact that the older law dealing with enforcement of oral agreements made a specific section dealing with whether you could have a subsequent oral agreement to extinguish the debt obligation precisely to avoid people coming in and thing oh well i know i originally wrote down in agreed to repay a million dollars but imo you told me i only had to repay a portion of it but let me address the second component because that's just one of the issues and that is the continuing security interest that you might be financial service most undoubtedly had in any type of crop currency they in the new written document was verbatim how the new world agreement has been characterized as long as that was in writing the fact that continued the security was that was originated with the ninety four agreement and that it still provided if they failed over the five years to pay down the four hundred then the full amount would be if that were agreement was the security agreement was substantially modified because they were subordinated to the new lenders which is not the same security agreement they had before where they were top dog you know what was modified what do you think and whether or not they were in first position  have to split our proceeds according to our continuing security interest in the mere fact that that was something that they were requiring to be done at this sixty forty split had to be redone every year why because we continue to have the right to collect all of the there was a question about whether or not this internal memo dealing with interest constituted part of the agreement and if you if the court looked to that internal memo the internal memo was an accounting internal memo principal amounts then interest will be recalculated and collection of such will ensue so this wasn't even or ever forgiveness of interest but rather an internal accounting document that was that would deal with deal with that component about the response you got to in response to judge the user's question about which is basically a procedural answer which may be a good answer that whether or not there is no vision it's impossible for a party that i think that that's reciting it backwards the party that does the writing can be bound by that writing and they made a writing that to stop them from asserting a collection of their client some writings which go to evidence the underlying agreement which was made they did yes they wrote something words that the it's a collection of documents for example the internal memorandum noting that the agreement was to see centrist we make sure i understand what you're asking you say some of these memoranda that they were offers to sell so you receive an offer to sell those that result in stopping them from collecting their judgment when the offer is not accepted early ninety six after an acceptance of that in the form of an oral agreement which ends up getting reflected by certain documents getting back to a couple of the points though