provide funds for a particular contract with however the trial court affectively modified this language to require our whitney to in the judge's words quote find that line of credit through the completion  in the civil code and the essence of that interpreted could has an article two thousand and forty six which states that when the words are clear explicit and lead to no certain consequences no further interpretation may be made in search of the parties intent the loan agreement words borrower will pay this loan including all principal and accrued interest on july thirty two thousand and sixteen dollars cannot possibly be more clear or specifically says that the court can only construct a provision of the contract in light of the other provisions so that the contract is given the meaning suggested by the contract as a whole and when the judge took the purpose clause which was a recital eighteen months later halliburton finally comes on with a purchase order to someone that's when i was in my reproaches with me and said i need an extension and i gave the extension of four months and when those four months came is when we didn't further extend the  negative one and a half one million dollars in shareholder value it's also clear that it went from a negative five hundred thousand dollars in net income in the st three months of two thousand and sixteen to negative one and a half one million at the end of june so when whitney is revaluing judges i guess purported harmonizing of the purpose of provision to say well now you've got to fund it until the deal is done then you have to write out also these other provisions that would be have discretion and it sold judgment to not to make any further a lot of dances to advising such i would wars of the fact the lender has been granted a security interest in their obligations upon request by winter other words or has to cooperate with later but we don't have to effect some provisions say that we can directly collect from account debtors even before deployment and these are standard forms these are standard laser proof forms group that are used in the banking industry throughout direct collection from account debtors is not unusual so that's what that's the fundamental question you asked banks make mistake about sex all the time and if the mistakes are to try to collect one hundred and twenty two thousand dollars from account that are versus eight hundred and fifty thousand dollars that's not a breach of the agreement that the borrower you've got to pay this money on the july thirty thousand and six day war or let that date low bond without making any payment on their there debt that's when the creditors kicks in that action to to make sure they don't have a big loss and sometimes in their haste you might mess up a few dollar figures but it's not a liberal there was absolutely no testimony in the record that any of those collection letters that contained in there were only a few that contain errors or done with m appropriate notices so it seems to me obviously the green too or doesn't have the op and the obligation to just do it to respond to it so they got to be requested by the lender once requested they got to do it then if they don't do it then the lender can go off and writ then i would encourage you to look at the actual letters because what you see in the briefing from s l i is that the activity was incorrect in some instances there's no testimony that was done with it done deliberately where it was incorrect now position that essentially the louisiana credit agreement statute bars all of us some eyes claims and that ultimately this was just a very simple collection matter as demonstrated by the record below which it surely is not and in truth in reality this matter impacts louisiana business as a whole a decision in favor of s and mine will not be a cataclysmic tipping point to eighty's era linder liability that is completely screens i believe was was getting to there there is direct conflict in this particular instance on this contract with regard to the stated cause the legal cause of the contract and the fact that it is done very pro forma i would agree that these these forms or oftentimes used in banks all over well so what i'm getting to is obviously the maturity date is a is a specific day is that if it has to be read in current here material with with with other provisions you can just take the material date out and just sort of whatever sounds right in terms of these other terms there's no there's no maturity date that the loan doesn't doesn't come due that i'm understanding there was testimony from mr campbell who is the vice year term on a revolving line of credit is the standard and is the norm i would submit to you that the testimony of both mr campbell as well as mr finn the expert indicates and supports the fact that this is at the outset a one year term because that's just standard mr campbell indicated that the st to launch the st extension was three months because that's just standard and that's just typical at no point was awesome i ever told that even though the bank made this commitment to fund this particular h maturity date manners or it doesn't which one the maturity date matters your why how do you bring out al is your argument consistent with the maturity date manwell because i think we have to go one step farther the judge chana did and you alluded to it judge we've got a clear stated legal cause and then we have a maturity date that become an end in the real world of this contract become irreconcilable you ok so we have a cure she jesting is that any time the bank there till it's out of no sir that was never the case in the factual record doesn't support that doesn't support the position the bank knew all along that this project was nine to ten months to deliver all eight times there was no question about that and as it is on refuted record what happened was there was a delay so when the st trial happens in february of two thousand and sixteen does a bank say hey you got three months and two months to get this done how's that going to work better go find another letter absolutely not and these are not with regard to contract this is commercial reasonable this in bad faith ultimately in the handling of the contract what is the bank say we're with you we're going through this we're going to work through this look it's going to be great you have to understand the context of this particular contract and why i made my opening remarks this is unique this is very special and it is as omer davis who did twenty plus years as a credit manager for this region for when you buy it never seen one like this before there's a reason this is fact the set specific to this case is a contract which doesn't just state i would reject the notion of just purpose even though that is what's on the on the on on the on the four corners of the contract but in this case it is a clear expression of legal costs as a clear expression of what the two parties are agreeing to you till now you're telling us that the banks don't state the purpose of the room you're welcome i could do that all the time sure they do  and this particular guy doing it on the money they owe they loaned money they never by the way loan the more than one hundred thousand dollars even though the contract gives them the right to whatever whatever amounts they deem necessary but in this particular so when he goes to the extremes of evidence to determine the intent of the parties what is it defined what is the fine absolutely no equivocation among us the mob or mr line or the whitney bank officers as to what the intent of the parties delivered that is the uniqueness of the situation that is represented in the phone to ring and it is not standard it is not typical it is very unique and it is why a finding in favor of us in mind this case has no presidential effect for any other person unless they have this very unique set up and long arrangement that comes along according to mr omer davis once every twenty plus years now converse really if the bank can make these agreements agree to close and then just pull the ripcord on it and board an entire project and decimate a business if that's ok in the light of this factual record in these contracts then for the businessman who uses revolving lines of credit to fund overhead and  to you but it doesn't make any sense to say funded to the and and oh by the way there's this maturity date that we have to read in pair material just doesn't make sense it does your honor if you look at the testimony of mr finn who was a qualified expert in commercial lending it the the bank an opportunity for interim check ups with their client with their debtor to what he called determine that the right controls are in place for the loan and so the original laws that was extended from april to july didn't change any of the controls although ultimately your council offices said they did the check up and the check up showed a heart attack i'm on my stronger stand jay saying that in july they looked at it and they had been hemorrhaging dollars as he put it so i'm and making that analogous to a heart attack maybe that's not the right medical analogy but in any event they did the check up and they found a lack of health what is put it that way an extreme lack of help and so at the point of the maturity date is to give them the ability to check up they are also have the ability to say we're not going to keep supporting this place that's in this mess in certain legal it does not your honor the purpose of that also doesn't say that we recognize that these two provisions are ambiguous and just because it's in hand i didn't use the word ambiguous is actually whitney banks who is pointing out the the the lack of or the conflict rather than the two provisions contract clearly gives the bank the right to make extensions without defeating all of its rights under the country and it doesn't say anything to suggest ultimate would be no impact beyond these two parts because there's no if if if when your bank does what it's supposed to do with regard to the however a lot of credit this is important factual that does not necessarily called out in the briefs at the selecting in the selecting terms of the four corners of the contract it would be left with was a bank in the banking industry to be able to say no they know all this i don't think that's what change is asking i think she's saying he would be left with an and the good face standard that are incorporated into louisiana law and by adoption of the u c c or pervade both contracts there are multiple findings with regard to the handling of not even before the initiation default with regard to the halliburton line of credit in the way that special assets is dealing with this they failed to regard any of the political or parameters of the contract the two officers from special assets that went and made a site visit knew nothing about the case they went there and as pretext to war and judge chan agreed they went there specifically to get a as we called it a forgive all sins was a terminology agreement and then to coerce more money from a separate unrelated entity or so what is judge had to do with it at that point judge hannah has already found that on the face of the agreement without if we go into extrinsic evidence that the cause of the and the intent of the parties was to fund the halliburton contract all the way through to completion if you're understand i just need to make that point i'm running out of time at that point but judge james if if thing why did it and i realize you know i don't know this is hard for lawyers who don't like what if questions because you don't want to give up an argument but unfortunately that's way oral argument works and you have to just try to go with it so let's assume argue window that we were to rule that the maturity date was in fact enforceable and was not overridden or karima tyria whatever with the purpose clause in any way would you still have a claim for bad faith because of their sending letters to clients that fosli stated what was due in addition to the collection efforts before it  church now walk us through what's left prior to the expiration there was an instance where payroll commitment was withdrawn and mr lane and the company that he works for that he owned separately was coerced to contribute commercial reasonableness in the handling of the line of credit there was a rejection in the n s f to corrosion materials which is a critical vendor to completing the how burton tank there was a transfer of loans to special of credit and the original line of credit there is as you move forward to the collections effort there is a complete severance of communication with regard to what the bank is doing with s a modest property now consider that for yes the bank has rights as a security right but those contracts specifically provide that those receivables are the property of s m i security interest not withstanding those are the property s m i has a right to keep collecting their own receivables they had no idea what we need bank was doing because when the bank's council st special asset said don't talk to us anymore talk to a lawyer and this was the you know suppose they move forward with him trying as in my trying to make contact with the bank's counsel only to be left with and receiving information that you did x y and z none of which were true didn't fail to didn't disregard a forbearance agreement didn't refuse to negotiate didn't do any  and with good faith in the execution and implementation these contracts after you i would hope you harmonize the failure to find a breach a loan wine with the finding of bad lack of commercial reasonableness or in bad faith and fails to make the nexus between the impact and the consequence of those actions it didn't just blow up the halliburton deal and halliburton council because the actions of the banks collection  double paying or being threatened with legal action or all manner of other things all without him going back before time runs low your honor you hit it on the provision of the notice to obligate wars requires that they make y lender goes into collection mode it doesn't change the fact that the notice to ababa words requires that they st make a request and we don't have to look any farther than this case with the bank did it right one time david campbell got the signature everything you know about your customer or the person you owe money to you'll send it directly not to the bank as contemplated by the contract you'll send it directly to our council and what does that tell a customer base about the viability of the business when that happens not only who they're calling saying what's going on you've got shutting down you've gone bankrupt is this a joke we've never seen anything like this that is goes to the lack of commercial reasonableness and the direct breaches your honor the direct breaches from the contracts themselves with how any collections are supposed to be implemented and it would be remiss without pointing out just because now with whitney bank in this case all of them agree when you go to special assets your business is done that's what happen shape that a workout was not possible but it was tried so after that it also enjoy a rd two thousand and sixteen the record will reflect that there were multiple attempts at working out the loan because it would have been in both parties best interest or to perform of course what the banks have wondered about in fully demonstrate how bad this company was so he said prior to default when we failed to cover payroll this is a company that couldn't pay its own payroll and maxed out the working capital out of credit and there was no more money to borrow we have multiple references in the brief to the borrower saying i have no more money that i can borrow under my borrowing base on the working capital line but you've committed whitney to forever cover payroll language that cannot be found in these documents and at the end of june two thousand and sixteen when he said what you cover this one it's eighty seven thousand dollars put some more skin in the game yourself borrower because you're maxed out we've got no more money to lend to you and they're calling that a bad faith breach and they're also saying i'm mr or one of the south that the litany of bad faith breaches that the trial judge delineated by page three thousand two hundred and i'll point out that almost all of them are communication there to communicate with the borrower but all but one an after the delivery of the eight tanks being constructed he says has multiple times in his reasons but there it's very specific it's until the delivery of the eight takes big discounts structed raises the question what if that's a mine fails to deliver the  terminant because the trial judge said you've got to wait till the night they think is delivered so mr worse relies on this mr fenn and i didn't get a chance to talk much about him except i do want to point one thing he's now conceded that the trial judge went outside the record outside the documents to extrinsic evidence that was not conceded in their brief they said it's all within the brief within the four corners of the agreement but we've now heard a concession that the trial judge did go to pro level without for spawning ambiguity in the agreement and there is not what mr fenn found was this or testified to and which the court adopted was that this was a quote unquote production loan those words had never been used by the parties before he took the stand no witness ever called in the production alone no banker ever called and it was this commercial banker expert who said this is a production law and you'll see these words echoed in judge hand his decision he adopts what mr fenn said hook line and sinker it's a production loan which means says then it has to be funded through completion of the underlying job but the thing i want to point out about what mr fenn concluded and convinced judge hannah to adopt is that he also contradicted mr lane