claims in this suit come from there is a series of contract claims for breach of the joint venture which should be interpreted under mexican law but even under new york law contrary to the district  who what when where and why and i can discuss that of course you do in the papers but there's also a series of mexican law torts which we adequately plead here and that is important remember that we aren't the pleadings each year with regards to the choice of law apply under new york law to a contract claim but even under the contract claim where you look to see what the subject was of the contract it's in mexico where the domiciliary is are the plaintiff is in mexico the others are in a few different point we are not bringing that under new york law it's frankly doesn't give a lot i think to a plaintiff a breach of good faith claim essentially just says that a plaintiff is supposed to get the fruits of the that these complaints would allege a violation of these kinds of torts under mexican law and they take issue with the conclusions of the two experts but nonetheless did not provide an expert affidavit themselves upon which the district court could rely as the court knows judge sheindlin didn't even get to that because she said that new york law applies but again she used the wrong choice of law analysis for the tour it's not even getting to the correct interest and notices when the  it has no none of the books and records and the manager which had a relationship at fairlawn was terminated this is a business relationship so even if that were an issue your honor i believe that the complaint shows that this was a profit sharing sharing venture you mention mr vargas and unfortunately i had to do a little digging into mexican law myself scratching my head at that exercise but they're missing well now you can for the opportunity to submit a letter to the court regarding that if that is possible in two thousand and twenty one thank you your honor mission and submit a letter regarding the you submit that letter by week from today and your adversary will have a week to respond no more than three pages thank you or can i just ask a question about the torturous interference claimed i hear you to say that the experts your which we are asserting here and both mr mr torres opine that if the complaint alleges violations of such torts they make an issue in their papers saying these are commercial towards but there there is no authority for the proposition that commercial torture to be treated differently and taken our pleading at the pleading stage is sufficient that we have pleaded these a mexican law were to apply and under the proper that was between and one of the members of the so called cargill group that's their word where their term but that the members in here a mix of alo is not here for long could not have sought to bring claims against cargo financial and car arbitration the cargo group has not acted as if it is bound by that in fact they initiated the first lawsuits in new york supreme court such that they clearly believe that the arbitration would be the be all end all found that it was and hear her fine it's essential because if there was a waiver provision in integration clause and new york law applied to organise and mexican law applied we wouldn't we would have had to go to arbitration but we couldn't meaning fair correct your honor it is but cargill so far s o f o n there's a lot of cargo entities that's another creature of cargill they brought an action in new york supreme court they did so under a separate agreement which had a particular provision that said that claims under that guarantee need to proceed in the state court which shows that there were different entities which maybe were restricted as to where they could bring their claims but the idea that farallon somehow gave up its rights really to seek any relief at all against cargill financial and carvell is not supported by the record and indeed even sued an individual principle on in the new york supreme court there is no agreement that says that cargill is showing that it and maybe you don't have an answer immediately whether nine hundred ten has been applied by in mexico or by any federal or to non contractual business relationships i'm sorry so no one can john contractual business i don't believe in that i'm not sure of a federal us federal court has your honor i'm certainly aware that this is applied in the business context but that is what we have here do you mean when there was not already a contract well the point is that it applies regardless of whether or not there's an actual contract that the language talks about legal relationships not simply a relationship where there is a contract and again this court in currently said that mexican torts can apply that was a noncommercial case but nonetheless there wasn't a contract hearing on it but certainly at the pleading stage with no authority to the contrary we should be able to proceed and if they want to raise this issue in summary judgment then that would be a different story and then judge sheindlin on the first motion to dismiss essentially said that they were judge the district court numerous times one of them gave them an opportunity to replete if the pointing out the deficiencies and still they could not fix them that is why the district court ultimately found it would be futile to give them one more try the fact of the matter is that they had no details of this joint venture because the more they talked about the supposed employed employed joint venture the more it became clear they were talking about a trust governments agreement a trust agreement between next fall alone that actually embodied the party's intent and how they were going to develop management on this property so any of the details that are in there pleading about this joint venture look exactly the same as what came from the joint venture the even the trust governance agreement basically precluded any other humans before or after because it had a merger and integration was one of the questions a district court asked that again for a one never addressed was even assuming the rest of the was correct and that's a highly suspect assumption where it doesn't say that a mexican court will not enforce a written agreement like in margin integration clause especially since the authorities they cited seem to indicate that mexican courts mexican court apply that particular was to prevent the jet joint venture going from being in force the district court noted that the next of kin law experts didn't opine on the enforceability of the integration cause and that in actual conflict it would go ahead and find new york law that the credit the predicate to that conclusion it seems to me is that it was the plaintiff's burden at this stage to produce the actual cond conflict and is that clear under our law yes they have it's the play defense has the burden to to raise to carry that the issue of whether there is in fact the conflict that was the court clearly has the  us and as far as this idea of what mexican law is it's a very strange and slippery concept and we've dealt with it now through four different cases where these same expert opinions have been prof it seems to suggest that parties who gather together forming a contract have a common and to prise have a spirit of cooperation between them if you follow the logic that creates in and of itself imply joint venture that continues to exist even after the point is you reduce their agreement specified right it's almost like a ghost contract that continues to live after the written contract is formed despite the fact that there's a merger and integration was what's problematic about that is if you follow that logic then there's a deployed joint venture every time parties are getting together to form a contract the written agreement isn't less important kind of almost vitiate the importance of having a written agreement because this empl spirit of cooperation that prevailed before the contract was signed continue with a very uncertain terms they've become sort of a rush on a lot of whatever you want to see into them whatever you happen to need at the time and then if you don't have an actual breach of the contract you can go back and so will this breaches the spirit of cooperation that we will all engage in before we sign these contracts except i've now giving it an illegal name and imply joint venture mexico this is a very distorted reading of every resource we've seen every trees we've seen in mexican law mexico is a sophisticated commercial country no commercial country could possibly survive very long written contracts a constantly superseded by what the part sort of intended before the contract and that's what's going on here mexico does not have the law and i think the district court was convinced that what the plaintiffs but farallon did show did not indicate anything of that nature and move forward with and they declined in and and chose to pursue the appeal instead so that procedurally i'm not sure we have that set but that's not been the subject of this appeal the other tort claims are really breach of good faith duty of good faith and breach of duty to avoid conflicts of interest which as far as our only our only duties that arise in the course of having a contract so if you're unable to prove the existence of a binding even the most extreme yes that's right you know even the most extreme reading of mexican war starts with the assumption that whatever the relationship was it created an implied joint venture in the applied joint venture that created these duties so if you can't joint venture it's a paragraph thirty seven so to address that particular point again throughout the complaint we talk about this as a business venture with regards to the arbitration to this is not before this court anyway between dress it since it came up  they're not the same claims they're only against follow if farallon would have been able to bring cargo financial and carve out into that arbitration this would be a different discussion and then everything could have been resolved there notice of claim for the arbitration was only brought after this action was brought so besides the fact that it could be pleading in the alternative i don't even need to go there because there were counter claims brought they initiated the arbitration there were some counter claims against follow but only against which is a shell which they admitted has no money which only has a sole manager it is certainly not the party that they entered into all their business relationships with there's a lot in these papers but at some point we discuss how it's necessary under mexican law if there's going to be real estate project really any property by the shore or by a border in mexico that a trust has to be created so that's the reason why there was this trust which was created where they c follow and that would be and we have a technical committee distrust in this kind of like a board of directors but they created multiple other entities this one we mentioned hotel us hotel what an e t s there were a management company that was also brought in they created a lend er at some point to take over the loan and then use that to boot their joint venture partner off the property the arbitration did not cover everything and bluntly it's also subject to litigation now because carvel admitted that while the ward was pending they are different then our understanding of it where really in new york without a contract you don't have i'm unaware of breach of good faith claim i certainly wouldn't recommend a client bring a claim just for that without a contract whereas in mexico you do have these opportunities for the separate claims and judge a lawyer and it's on page four of the the torrez affidavit where there is a reference for two thousand and eleven thesis so it's after professor vargas an address this in our letter but i wanted to bring it up now so there's the bottom of the page where the the faeces there says every person every member of a legal community must behave in good faith in their reciprocal relationships not only at a preliminary phase but independent of that if this court applies the correct choice of law analysis for with regard to the torts the interesting analysis the mexican law claims precede the interesting else is because i'm looking at paragraph thirteen of the complaint which  a cargo financial has an interest here as well as in minnesota as does i'm not denying that that's why the claims are brought here because as opposed to an action against this shell next follow if there's a judgment against cargill financial or carvel then that is something which can provide fairlawn relief so that with that right there because the beginning of the paragraph is just look at that as an allegation or a statement relating purely to personal  background as well certainly but we do plead how the carville in the car because that's largely who the employees of cargill were they were in mexico the contracts were largely written in mexico in fact there are almost all in spanish financial did nothing to go to mexico didn't send people there didn't send money there didn't open a bank accounts there again there's some of this later on in the pleading then they may have an issue at summary judgment but at the pleading the whe with this was presented in the context of personal jurisdiction i'm simply saying that the allegations in the remainder of the complaint show that it was cargill financial and car of al which had its individuals working in mexico where the subject of the joint venture unquestionably is in mexico and where indeed cargill financial to use your term your honor had these entities which they created in mexico such as makes a cargo cell phone and so that if there's going to be an interest i think it would actually be more for you records of a property which was and which it still is the majority owner you know for the questions thank you very much hon