party in the context of an attorney the provision in a maritime contract and the reason we're here today is were here to ask court to establish a block bright line rule for what that means because we do think it is an unresolved issue in federal maritime law there is no definitive fist circular u s supreme court case on that issue and in reaching that decision what we would ask this court to do is to look to federal statutes that relate to mandatory the u s supreme court's case in book can versus west west virginia department of health thirty two yes five hundred and ninety eight this standard has been applied in the context of other fattal's federal statutes that i mention the copyright act the civil rights act to defend defend trade secrets act and many other so we're not asking the court to do anything other than just apply in the context of what it's done in other cases and what really is pretty much uniform another state and federal law and to apply that to federal maritime wall further as a common sense matter if you look at black's law dictionary it defines a prevailing parties a party in his favor judgment is rendered regardless of the amount of the damages awarded that legal term of art w federal maritime contract to what cost or in this case it's not rights to me it's very odd that we would come to this question this circuit with the body of a maritime case is that we have and we don't have these attorney pre provision in these time charge and other contracts and what's the purpose of it in the purpose of your honor is so that so that you know you avoid litigation and you encouraged to settle but if parties do walk across that line and take a legal position if they don't comply with the contract they take the risk they live by the sword they die with the sword and in this context there was a master tom shroder agreement that said the prevailing party shall be awarded attorney relationship to this case what happened was as my client genesis purchased several vessels from hornbeck back in two thousand and thirteen and there was a time charter and according to that time charter the mislaying expenses fuels cost or whatever that might be crew expenses and they remit the pavement and so that's what had happened for many years hornbeck would collect the funds from marco they would send the money to us we would collect now what happened was is the it this contract and this relationship ended and so in january of two thousand and seventeen we sent our invoices you know for over seven hundred thousand dollars and we didn't get any kind of a payment and so we followed up and said sort of what's going on and we didn't get a response we'll finally sometime later that year in may of two thousand and seventeen we get a letter from foreign backed says ok we're not paying you the we'll pay you one hundred and twenty thousand dollars and and what we're going to pay you is this the seven hundred thousand dollars we owe you less the one hundred thousand dollars hours and miscellany expenses but then they came up with an argument that under a separate ship manage agreement that has no mandatory term for the provision we think you are was five hundred thousand dollars take it or leave it and so what happened we didn't want us law suit we didn't want to have to file suit but we thought that was an unreasonable position for them to take as a matter of law so we had to file suit and we went to court and amplify when they responded they they didn't want that point claiming that they we owed them four hundred and eighty seven thousand dollars under this shit management agreement they claim we owed him three million and so we had to go to trial we had to try the  case and we won we won our seven hundred and eleven thousand dollars the court order that we see seems to me your prevailing party for wanting the seven hundred and twenty two thousand that are prevailing party on the one hundred and seventeen thousand then the district court  alternative holding because if both sides prevail because of those claims it's just a wash and i'm not going toward fees to either side and that was an error as a matter of contract interpretation the reason is because there can't be more than one prevailing party in the context of  fifteen he reasoned that there can be only one prevailing party because the the term is singular it doesn't say the prevailing parties can be it says single prevailing party and it doesn't use a it doesn't use any of the new summit says the prevailing party so we think under the plain language of that contract and that provision the is singular and that we have the prevailing party now so i think i think just a unreasonable to our interpretation the other reason the district where did you make that  argument it was it was what was it was not discussed no your honor but important preparation for this brief these are additional things when i was studying and trying to address some of the other arguments you know that's why i found that case just so to be clear that case a plaintiff sued under an act of sale the court order to order the players to modify their complaint they did they failed to do so so the defendant said ok well i'm going to sue you under separate purchase agreement that had an attorney for a provision and try to recover my attorney's fees and the district court in that case said no you can't recover your attorney's fees because that wasn't the primary contract that was sued over in this case is simply completely different genesis sued under the master tom charter genest for justice prevailed under the master's order and there is a mandatory attorney fees provision and and i understand that the district court might have been doing what it felt was maybe equitable or or whatever thought was appropriate but it what he did in effect was right out the provision that required hornback to pay us attorney's fees and that's our position so we think that that there should be a bright line rule established and we think if you look at if you look at the overall the case and you apply that the standard we're asking this court to adopt which is you know who obtained the actually if that materially alter relation of the parties that genesis is that party in without you to genesis its fleet of tugs and barges these were very sophisticated barges genesis did not have the expertise for the manpower or the certificates or the permits with which to operate the vessels also all of the tugs and barges were on a charter to our backs clients so in an in an effort to enable genesis to continue to opt to actually take acquire the assets and to be able to operate them and be able to receive revenue back entered into a master time charter agreement and a ship man agreement by which back agreed to manage the flea for genesis and a crew man agreement by which they attorney fees at the terminations of the master time charter agreements between hornback and its clients which genesis had the that they claim that were still owed under the ship man agreements hornbeck's claim was for in excess of three million dollars genesis claim was for about seven hundred thousand dollars in addition hornback made a claim for the fuel lou  shoreside services had been provided to genesis in connection with its operation of the fleet for about one hundred and seventeen thousand that amount in both both the request of the ship manager image for the fuel in lieu of the shipment agreement for the genesis followed suit with the master time chart agreement as your honour's probably aware provides for arbitration says that in the event of a dispute under this agreement it shall any dispute shall go to arbitration it's fact that there is no you know there is no provision no bright line test for prevailing party the fact the matter is that what is used seems to work just fine as the as the court noted there are not many suits of cases coming before the court with respect to the issue of what is the what is a prevailing party and who should be entitled to attorney fees in the brief by genesis genesis suggests that the court should look  to texas law or should look to louisiana law which provide that the prevailing party on the main issue should receive or should recover attorney fees in this case the district court found that the main issue and i might point out it was stipulated to by both genesis and horn back that the main issue was the interpretation of the ship man agreement because it was the ship man agreement that drove the entire case the reason that quarterback did not pay the seven hundred thousand dollars to genesis was because of the ship man agreement and because the amounts that they claimed will vote under the ship man agreement so hard that could easily it just have been the st one to file suit and there was no arbitration the shipment agreement so back could have been the st one to file suit at that point genesis presumably would have been in the position of having to come in and file it counter claim and the same sort of defenses that hornbeck filed in response to genesis at that point there out think is any dispute that the main issue would have been the dispute under the ship one they found that the main issue under this agreement the main issue was the shipmen agreement and as such the shipmen agreement did not provide for turning fees and based on that finding concluded that genesis was not entitled to attorney fees nor was hornbeck entitle to attorney fees in the alternative the district court found that in the event that this court concluded that that was not correct that both parties where the prevailing party under the master time charter agreement there was no real dispute under the master time charter game with respect to the seven hundred thousand dollars claim the dispute was whether or not they were entitled to it given this given the counter claim and the amount that torn back claim was owed to it consequently if the court found that there was that the the both parties hornbeck's claim for the one hundred and seventeen thousand genesis claim for the seven hundred thousand dollars they were both effect that that can only be one prevailing party that was that it was actually not raised in his brief your honor and i'm not familiar with that particular case but i would point out that how can you only have one prevailing party where you have a main demand and a counter cl i mean there's going to be two rulings and you can clearly have two prevailing parties under that scenario this case is obviously a little bit more complicated just given the fact that we have two different contracts but at the end of the day this case was about whether or not genesis owed additional amounts to hornback under the shipmen agreement what it should have done and paid the charter har lest the the oil and fuel you know then we wouldn't be here then it would have just been about a ship management fees you know to allow hornbeck to do what he did in this case would encourage more corporate defendants you know who will money and who might be subject to pay them for open invoices under an open invoice statute or an under contract to say you know what no i'm not going to pay you and when you do see me for that i'm go counter claim against you as a basis to avoid having to pay attorney's fees and that's essentially what happened in this case i didn't want to be here we would have been happy to take the charter high our and move on i'm the one that was involved in trying to get them to pay when we got the letter that was say you owe us for ninety three thousand dollars and then it became three million dollars to a certain extent your honor you know that they should live by the sword die by the sword if they didn't want to pay it they knew that there was attorney fee provision in the contract they knew they were at risk if they chose to assert this ship management agreement see if the district court would buy that and they lost and so you know genesis now has had to hire me to defend this case to this point and all they're asking to do is just to me made whole in one issue on the briefing of the dual prevailing party issue when when we had or we had the case was tried and then shortly thereafter a month or two later we had oral argument own only the post trial and at that at that oral that's not the posture that hornback chose to certain this case and so what if your original demanded reduced that one hundred and seventeen thousand that they used this as their counter claim then maybe be in a different situation because they they would have any argument that they prevail don think that that's that's right we wouldn't you know and over the course of the years of business that's how it worked there were these fees that were set off it wasn't like this was saying oh we don't know that one hundred and seventeen dollars that were in the way the pasha the case was it was it was thrown into the mix the big hammer was you know ok if you bring us to court you know we're going to go after the ship management fees so i appreciate the court's consideration i do recognise that there is an air legal issue but i do want to say as it is an important issue these these issues comes up and it will discourage litigation if you set a bright line rule