the next case on the calendar is capital access services direct source  revolving line of credit and therefore became a lender involved in that funding instead just a quick true inferences against the plaintiff giving a definitive an adverse interpretation to what was at  ambiguous phrase in the contract second the district court assumed that the plaintiff did not perform the required broker's services but the subsequent financing clause issue here considered concerns additional consideration for work that the pla undoubtedly did and delivering an acceptable financing facility the forty five million dollars facility the broker did the work that was involved in closing the fifteen million dollar facility you're under so that would be the first financing facility we said  and the subsequent financing applies to forty five million dollars that's correct around through the district court effectively rewrote the contract to ask whether every bank was the lender involved in the original closing it was not but that's not the contract language the contract language and explain how the district made a legal error how every bank involved in the original funding or closing it so every bank took over that loan by assignment and therefore assume all the rights and obligations of hudson valley bank including the obligation to provide funding of this revolving line of credit in keeping with the terms and conditions of the first credit agreement so on this motion to dismiss this we haven't had discovering the first credit agreement is not actually a part of the record before this court but the point of his entitle to reasonable inference and has alleged that it was a revolving line of credit which i don't think is in dispute i find very strange situations where it's from a to b to c it's not involvement but that that is enough to be a does not break the chain of causation you know it's an appellate division case i don't know what that means i also find very little some citation of district court cases federal district court cases on whether  now many of most cases are finders fees cases which we all know in new york law is easier some are not but the whole area is remarkable in vs argument because you are so little focus on what the law is that ultimately ends and i just don't understand what's going on and you're beginning argument about it again  important that the alternative basis so one basis for the additional consideration is if it's any lender involved and the funding slashed closing but the alternative basis is if it was a broker introduced to the defendant d s s act through the effort case particularly on point and if i missed one i apologize i did look and i assume counsel did as well to the extent that there is anything on the record however i would like to draw the court's attention to a thirty seven this is the second credit agreement which has very standard language here regarding the definition of lender as including their respective successors in the signs and so since the first credit agreement is not in the record i'm only asking the court to draw reasonable in ences in the plaintiff's favor to say that the assignment of the first credit facility to defendant ever bank did not pick the causal chain but indeed made every bank a lender involved in the funding of the five million dollars which would be four hundred fifty thousand dollars that's correct your honor and in just to make sure i understood your argument you were unable to find any new york law that supports the art the cause ation argument that's what your stage the second question that your honor had raised earlier was regarding what work the broker has to do to be entitled to his fee and again we had to rely primarily on the the language of the contract that so so looking at pitt it twenty five the brokerage agreement action that's correct and so my question is does new york in this situation say the board is required of a broker period regardless of what the l or does new york say that that has for default rule that the broker must do more unless the contract language allows you to do  something less and the hair varo are a fair number of new york cases speak to this in the context of finders it's quite clear that the contract that i for for the law that you were requesting and that we did i did not find a single case in new york which permitted the kind of   new york wants to do in a situation you know you could go your way well i don't think it could go either way because i think you have to add to that question what the language says in the agreement number one and i'll get back to the cases in a second but the language is very clear talks about and original funding slashed closing and that's a term of art in these kinds of loans  that that it's talking about what happened on that one day it's i'm talking about what happens for the life of the loan in fact the plaintiffs was paid his that would answer  funding point correct and if you look at the actual agreement it's mentioned in a number of places in fact the plaintiffs got their entire commission on the entire fifteen million dollars the day of the closing didn't matter that that about was it going to be funded or it was funded by somebody else they said whatever happens is the slope for now we did what we needed to do right now and the  talks about the time of closing should this loan not close and fund then it's refunded so the whole concept of a cut of the original closing funding refers to what happened on that day  in back so that language of the agreement i think would override any new york case which said well you know some other situation it could be it could be there the lender could be stand in somebody else's shoes and the problem correct me if i'm misunderstanding but i thought there were two ways your client could potentially be liable for the commission and you're dressed one very what about the other language  for a lot of money in this situation and the happenstance that a group of employees move from one bank to another bank is a did didn't have anything to do with what the plaintiff did and as to the judge below has to be a specific piece of work for you in new york well i don't as i said i don't think new york does allow that and the say it isn't as if this was a continuation of the loan there were months and months of negotiations for this particular loan to break the broker not only had nothing to do with that but once they even found out about the loan they sat back and then it waited till close and said oh you know we should get some money but the but the language again going back to the language has to be introduced to a lender they didn't even know that these guys had gotten to every bank they didn't know they'd had nothing to do with with my client going to  employees and and every bank gets the business or is there enough ambiguity about this question that we should think about certifying no absolutely not i mean i just don't see out when you have an agreement that says introduced to a lender if you were to read that kind of language to be premised upon what employee happens to go where a way out and that would entitle somebody  to two moneys that they had nothing to do with they didn't introduce them to the bank they didn't introduce them to the loan they had nothing to do with the law on your it makes the language which in that it was included within this original brokerage deal this long closed nine days before the end of the two years if they were really trying to cheat the plaintiff out of something they would have just put off the closing for ten days it was never in anybody's comprehension that this did that this is a group that this brokerage agreement could have possibly apply to this do loan in this new place and the bankers didn't see it and they met my client and see it in the language on the face of the document has nothing to do with the employee even if if he did if the discovery did show as you suggest it still does not allow the plaintiff to collect brokerage fees are two different transactions i mean the one case that was cited and that the judge below dealt with it even though it was a brokerage case that there was a connection between the introduction the particular deal they were looking at and the deal shifted and it became please but there's no question this was a brokerage agreement and there is no law that we were able to find in new york even with that the word even with the word introduction that would allow a recovery of a commission with respect to a loan that they knew nothing about they they did nothing on and the only connection was that they introduced them to an employee maybe on a finding on a finder standard attention on the second part of the clause introduced to your client through the efforts and all that it's been alleged as but for causation essentially well the judge the judge below said there was don't but for causation because there were so many things the fact that an employee moves and that will have had nothing to do with the plaintiffs the continued discussion of the of the loan had nothing to do with the plaintiff if that was the rule as i as i said then it would it would open the floodgates to which i prior advocate was talking about too there would be no certainty because this was talking about the lenders and it was talking about this good morning your honor me please the court my name is craig steinfeld i'm an attorney with the law firm of sherman well so best of salmon and my firm represents ever bank and fortunately for my client my client was not a party to the brokerage agreement  be claimed be one claim against my client is that somehow it torturously interfered with this contract by i suppose making this forty five million dollars loan almost two years later and including in the loan or they knew about this commission agreement and that they included this language in the in the loan documents what's important in the loan documents are and the loan document is in the record it is it starts at risk ph actually let me just show you to the relevant page it's a eighty seven it's section six point one eight of the one agreement for loan says there are no brokerage commissions finder species or investment banking fees paid above in connection with any transactions contemplated by long documents what's important about this provision is it is part of the section that starts on a eighty three that a representations by the bar or the s s so in this long document regardless of who drafted it the signed loan document has a representation from the  bar saying no commissions or do there's not a single allegation in the complaint in the amended complaint that in any way suggest that but for every bank's involvement the bar would have paid this commission that in fact your honor again at the risk of i should just sit down yeah the allegation and the allegations in the complaint say that right before the every bank on reach out to the party that is going to be detrimental the affected by that and say hey by the way of closing this long one of the things section also that you allude to what was it eighty seven six point  yes your honor refers to finders fees is that ordinary reference is that usually put in this brokerage brokerage commissions section i don't know but i presume that this is standard language and the one other point i'll raise and then i will sit down there was no benefit to every bank to tortuously interfere with this contract every bank had no obligation under the brokerage agreement to pay commission that's the bar worst and i do think that my colleague is correct i don't think there was a breach here and that breach is the ticket to get you into the tortious interference discussion but beyond that assuming for the purposes of this argument and for the motion were h hudson valley bank was the first when their every bank was the second when their employees are not when they're ok and you're honest question i understood your honest question and it might be different it might be different if the lenders were that contract in this case this contract was very specific it talked about an initial closing it talked about the any lender that was involved in that initial closing of funding the allegation who played a very clear one when there hudson valley bank was the one lender that was involved in that initial closing that was the initial that was initially funded that's all but the second part is whether there was an introduction i agree with my colleague that the intervening attention to the structure of the contract which says the plaintiff is to deliver an acceptable financing facility to d s s and should the plaintiffs succeed it is agreed as follows and then there are numbered paragraph setting for the consideration which includes the subsequent financing it is agreed as follows that i'm skipping some of the language but and then the number of paragraphs up for the consideration and paragraph four is the subsequent financing clause at issue so by the structure of this contract overall it's quite clear that the agreement in a brokerage over all of this is a brokerage agreement but the there is certainly the alternative basis for the additional consideration in number four or have been introduced to d s s that's rated in this but the phrase for the additional consideration clause or have been introduced to discuss through the efforts of c s does sound more like if i under act then the broker act but that would not entitle the broker to any consideration but for the brokers having done all the brokers work to close the first financing facility which is the basis for all these numbered paragraphs that set forth the broker's consideration and the second point i want to address is the council has said original funding slash closing is perfectly clear and it's a term of art if it's a term of art then we don't have any information in the record about industry standard that we can use to interpret what that means but secondly i think it's completely unreasonable in the context of a revolving line of credit to do interpret original funding as a discrete event that happens on one day i think that the original here in the context of this agreement refers back to the first financing facility its last closing rate so that we read that as the original funding or closing meaning the funding or closing of the first financing agreement the closing took place on one day but the funding did not because it was a revolving line of credit what do you say to that which you could not really  isn't it's in the record so that it's something we could look at it isn't exactly a legal argument but what do you say to that well i think as far as the breach of contract claim that completely irrelevant if you're unaware that you have a contractual duty and then you learned later that you could've maybe dodged it although i think we would have had some equitable maybe some equitable arguments or in their case would be drastically weaker had that happen how they felt that should be and assuming that they were thinking about the contract at all it may your honor i don't i don't know what we do is you're relying on the language of the contract