refund of the eighty thousand now but now we could get there are saying that the defendant interfered with our ability to satisfy a condition proceeding that the value of the piece of property that we were going to buy from me sixty six thousand dollars pollard developed a different on analysis on the sole irrespective of the tax issues i familiar with what you're talking about with respect to the tax issues you arguing pretty effectively that those tax issues were red herring since they could be easily solved and they were saying testimony to that effect and that's in the record correct ok but what if mr banta developed a different theory for withholding consent suppose he just simply said i don't really think much of the  purchasers here in terms of joining them in well then the reasonable withholding of consent that he didn't like you guys well i guess it could be if we were mine pursued the mafia i think you let it play out but he could've articulated a different reason if he certainly at a minimum that's an issue of fact is whether he would have approved or look it will give you an opportunity to respond after we've heard i represent defendant happily phoenix officer case just the scale you noted at the beginning of counsel's argument that the language in this contract is fairly cut and dried and that's exactly phoenix offices point in what's the difference between an accommodation and a way in this case if you look at the language of the contract if you'll forgive me or not answer questions yes we look at the length of the contract as i think that's what addresses it the language of the contract states that the closing should occur by december fifteenth and after that point either party may at its sole discretion added surreal and absolute discretion terminate this agreement in its entirety it's not a drop dead date in that the contract doesn't terminate on december fifteenth on december fifteenth if there's no closing but the parties have specifically contracted for is the vested right to terminate the contract at that point either side either party has the ability to do it at that point so that not just what if the other part of your party after the december fifteenth they make some substantial change or expenditure like legal fees because you've given them the impression that you're going to keep this issue open field at least the end of the year the impression you're on or preclude the possibility that you could still have been the drop dead dated anytime after the fifty here's why just because twelve fifteen is the closing date specified in the documents it's not the date when the contract expires but the party stated and what the wings of the contract states is that as of december fifteenth if there hasn't been a closing either party can terminate at any point after that at that point even if the other party his made substantial steps in reliance on your  well in that case you're on a what stops it's not clear what steps we're talking about is that a question of fact a request for the law is not whether it up there was the competition that would have provided them with an opportunity to do certain things the latest expens terminate the contract either side and accommodation is simply we're waiting for a response from mr paul it's not we're waiting until mr ball agrees to the term really under the contract your accommodation quote unquote in no way was something that addition to that judge what the parties were waiting for on december fifteenth when phoenix office said we want to wrap this up by the end of the year we want to get this done they were waiting for mr bowles consent when mr ball comes back and says i'm not consenting to the transfer agreeable if it's included in writing all reason as a teaching judges only because the december fifteenth date is generally specified in the contract as i understand it as the as the final date that specified but you're correct if the parties elected to extend that  could all right so my question then is by using a letter from here house sufficient to raise the question of material back the party said dick free to extend date order to obtain the consent of mr ball because the language of the contracts talking about the december fifteenth date does not create an end date for the contract the contract does not on its face terminate on december fifteenth now that's fine rely on that letter so that they could continue to negotiate and fry to get this to fall to consent i'm saying that the parties all understood that the contract had not  terminated looking and they were waiting for mr ball's decision ok when did they have the right then in that interim period between december fifteenth and the time that paul finally said whenever it was i think the twenty first the twenty first paul said i'm not going to give mike says that they have the right to go ahead and make an effort to their to do their best to bring about a satisfactory resolution by mansour absolutely and did they have the right to expect that you would not interfere with that right in any way certainly ok and is it a question of fact just to whether or not you are really frustrated there right it's not when you look at up all the tax possible consequences that he started looking at the who suggested that this be something that he concern so well there was a letter from jones day to mr santon who is mr bowles attorney asking that mr ball provide that information but in mr ball's deposition mr ball states i don't even remember getting that letter i don't remember there being consequences and not consequential but you know it was a true well that's the that's the that's the transfer i said i don't have an objection they all say after this that you would read and sit or he stated that if the parties said that they would reconsider whether they wanted to proceed with the transaction he would reconsider his consent that's right phoenix office had no obligation at that point to agree to mr bell reconsidering and that goes back to the language of the contract again i realize i've said it over and over but that is this the december fifty physics could pull up after after mr ball declined his consent which was december twenty first such as want to clarify that but in that yes that's exactly right your honor at that point it doesn't matter because i was so forth up until th there's nothing it is a good faith element suggestive of this and there's nothing in the record that would suggest that somehow phoenix office didn't act in good faith everything the phoenix office did rose first bad he ca's primates are asked phoenix i'm sorry ass jones day to obtain a letter of consent i'm sorry to obtain an opinion of counsel from mr paul because that was prime answers obligation to provide it why should phoenix office care one way or the other why should they actually  from the contract and say we're going to terminate all negotiations right now doesn't it why should we care it doesn't matter judge it doesn't matter because now they care why would they why would they do their job why is it any skin off of their nose they out they already bargained away the option at an earlier settlement agree they did doesn't this look like they're really trying to remake on the saddle of agreement that's more than how many years old well and that's another point you're out of the selling agreement was reached in may of two thousand and five  sound they waited until the holidays they were trying to get mr bass consent they were using jones day as representing them they were this is that as a holiday so you're suggesting that maybe they were trying to create some kind of artificial pressure built around the holidays i have no idea claiming that the worst would ever do something certainly not your daughter and i have no idea what my mansur's objectives but are in this case at all if they had wanted to close the deal they had the opportunity to do it they could have done it earlier and maybe it's wrong for me to even suggest that they were all three or boaters beyond the country itself exactly your son exactly and that's exactly my point it's not to suggest the prime answer had an ulterior motive it's to say it doesn't matter what either side's motive was really matters is the language of the contract and the it's pretty clear from their letter saying that you should get your money back if you can show if you can show that they interfered were ok but i'm not clear language of the contract absence interference there entitle to keep the earnest money or if you were unable to show anything