claim for money damages i believe the statutes in the cases say that's where they are contract is a contract cooperative endeavor agreement format is used for the  says that something where the united states government is giving money to a state or local government check for the principal purpose of the relationship is to transfer a thing of value to the state money  for that to carry out a public purpose of support or stimulation authorized by a law of the united states the purpose i take it was as indicated in the agreement itself to deal that with the government's contention that benefits the government must federal grant must be direct there's case law that says direct benefit but there's also case law from this circuit came on cases which judge price on the panel that does make no requirement for direct that well what constitutes a direct benefit and that's an interesting question because i think you direct benefit that i'll give you an example of a simple example a contractor thing i have on a property that he's purchased there's a property before that when you drive up has ugly stuff in the backyard so he contracts with the owner of that property it's not his property to build a six foot nice looking fence it's going to hide supreme court cases that are applicable so that when you interpret even federal contracts he used the same type contract interpretation as you do in private contracts and the rules of interpretation are that you you are and i cite this in my brief in looking at a contract you do not read out of any clause you interpret it as a whole to make the whole contract and forcible and you don't interpret it isn't such to make harmless for the obligations of the sponsor saint bernard so we would hold them harmless if we did something wrong or for the performance of the work or you can interpret it if you buy my argument that this was a example if the contractor damaged neighboring properties if there was a personal injury then we would hold the n c r asked harmless from the liability from arising from the work forward don't hold them harmless from the obligations that they contract it to in the agreement that would make no sense and so therefore the trial court's conclusion that it's contrary to the law off and the general rules of contract construction machinery going as i understand the structure of dollars i would say that that's a binding contract you mean if st bernard were to do the work itself with its own employees it would not be a binding contract that assumes it has to go out and get a subcontractor it is well if question because supposing the government says we've given you a grand three million dollars and and you go out and spend the money either directly or by contractors and the government says we were just kidding do you have an implied in fact contract i think so and the texas case that i saw it in my opinion which was a like a female reimbursement to taxes for emergency relief does the work itself or get somebody to do it you say if they happen to get somebody to do it then it's a contract by the united states because as long as we as long the sacred heart provide something of value to the government to from the for the plaintiff in that case and if there's if there's any consideration at issue that certainly satisfies it seems to me well it's only it was only a fifteen thousand dollars payment but with the court sad was it sad that the benefit to the united states was the fact that there was a shortage of bovine sera and this was and this was for a team on a private corporation and the court said that there was a valid consideration act in anchorage case there's this provision that says and contract money damages are pursued and the government has to robot it and in this contract there's a terminations clause that says upon honor at the the assistance agreements under this particular program are certainly something that the local government applies to seeking seeking assistance from the federal government for whatever particular  proper activity of the federal government isn't fulfilling a statutory mandate a benefit for the government for the purposes of consideration no no not for purposes of consideration and frankly if it were that would render  by the parish were certainly authorized and and might suffer a question of whether they a benefit frankly i don't know that they were analysis i think the government did not receive consideration for this particular action in the contract interpretation so you know i can answer my question well your honor and i'm trying to answer your question  but it doesn't limit the public purpose i take it to something that is of direct benefit to the government no your honor as as you pointed out in the statute and regulations those regulations describe the public benefit of ensuring recovery from flood damage insuring the prevention of potential future loss to life lost a property of the citizens of the united states and their property and that that is certainly a fact of what was undertaken here is however for the people rather than directly the government that's certainly one way to look at your own to the people and the land contained within the united states why does the direct language apply to all government contracts because you make that argument  fergus's and what is simply this generalized public goods that comes from the government undertaking its statutory intention and in this case i think the language and a particular agreement could be a contract there are certainly particular instruments that don't necessarily require this presumption of money damages or monetary questionnaire and  arguing that this falls outside of the statutory definition of a corporate with remit as as we've argued we don't believe that's the case this is the quintessential cooperative agreement in essence it clearly  transfers anything of value to a state or local government the government agreement specifically pertains to the government's promise to monetarily reimbursing berner care what other remedies for breach does the agreement court frankly i don't know the answer to that your honor i certainly haven't been able to find identical language to this that has been considered but the court in this real court looking at this question  of damages was taking a picture as a whole and in considering that this is a corporate agreement and that we therefore have to find within this agreement itself where the parish is entitle to money damages one of the arguments you make is that the agreement makes reimbursement by the government contingent on appropriation did congress fail to appropriate the funds i don't know  understanding that the ellipsis the furnishing of financial and other assistance by an r c s is contingent on the developer or your funds appropriated by congress from which payment no failure to appropriate as certainly as has been alleged here what the the other element of the contingent nature of this agreement was th s has to approve the reimbursement requests that come in from the parents and not only is it unclear at best from this agreement under what than an employment contract where someone has an a contract to be paid plus expenses reasonable expenses well obviously if the guy submits expenses that are exorbitant crazy within the terms of the contract the employer could could disavow them but that doesn't make it totally within the discretion of the employer st bernard had to submit reasonable expenses and in the contract on the on a x twenty six as a provision that cites all the various regulations that provide for reasonable cost so this is if the government refuse approval yes they did they approved payment except for one hundred thousand and if this case gets real man and there's a dispute about whether or not that four hundred thousand was addict did they articulate a reason i only that they wanted more information and as a practical matter st bernard sat additional information to justify within all of those regulations and then they kept asking for more and more information at some point say bernard said we have to try and get this resolved and so we filed our action because we believe that we did provide adequate support but that would have to be dealt with below because it's a fact regulations then it's to be paid by the agreement says will be paid well they apparently were saying is the government never took the position that if they received sufficient information they weren't bound paid that's correct they have never taken that position and the other point i want to make is on the benefit issue well that they never took the position i take it that if they received with appropriate documentation and your honor in this case i just however you view the law on this i think they all line up with our position but how can the federal government require a local entity spend three point two million dollars t