have standing based on a factoring agreement entered into between it and a third party bid however that contract is in big us and in violation of both illinois substance of law and the standards on a rule fifty six motion for summ judgment to go we have something here more than simply that contract we have a letter signed by your client and by bibi which says to eight c l b b now owns everything past present and future record but as whom we can take judicial notice of the move we can find that's the record in front of the district court in this case what's the what's what creates a material issue a fact about whether or not all these accounts have been are that's not the entire record for the court but even looking at those documents they are in tension as part of the all present and future accounts have been assigned to baby and accordingly all payments for  should be made directly to baby do not make them to anybody else and there's u c c ones filed that say so so that's in the record tell me what the contrary evidence is in the record there creates an issue of fact about whether your client retains ownership of these accounts first of all you know that document cannot be accepted for its truth it was some it is a part of a request for judicial notice so the court below was entitled to acknowledge that that letter had been submitted to the court but  so tell me what it is in the record there create any fact issue about whether your client still homes and you cannot because the accounts that were assigned to baby your honor are in a number do not include a number of rights that awkwardness had under the agreement with  concealed from awkward us and so august could never in issue invoices and it and it's very clear under the raster purchase and sale agreement as well as the email submitted from baby show that the way this agreement works is that if the umbrella factoring agreement that he had the right to review individual invoices provided byock witness and select which ones it wish to purchase as a basic matter of contractual law and i know if i'm reviewing the agreement by itself i might or might not agree with you but we know we have the agreement we then have this letter that your client said h c l that said we don't want anything anymore do not pay us pay the other guy and so given that letter tell me what it is that there is in the record to create a fact issue about whether or not used to own the accounts i get your honor that refers to accounts the term accounts is undefined to the extent that the notice of assignment is meant to refer back to the master purchase and sale agreement the term accounts there is also ambiguous for two reasons it's in big us because in the agreement it says any term not defined here will define or three spec to the illinois commercial code the term accounts is not defined in the masher purchase and sale agreement the illinois commercial code provides a definition of accounts which most reasonably reasons we detail in our brief and account receivable baby itself use the same terminology in its proposal to awkwardness which is also in the record as part of mr singh's declaration it described the accounts that were to be factored into this agreement as invoices and if you look at the e mails attached to mr singh supplemental a declaration and in particular exhibit a which was corrected on a people maybe talks extensively about invoices let him i would only look at any of that if the language of the agreement combined l contends cia agent the agreement that says that all means only all of something but not other things well it says it means all accounts and so the question is what are accounts and if you track through the illinois statutes and you track through the history of the dealing between baby and awkwardness it's very clear that accounts means accounts receivable at least at this stage there's a question of fact that's all we have to step is you to be an indispensable part i don't believe so your honor well you're claiming every if i were h c l i'd be worried about paying you any money because bibi might make a claim to it i don't they make aren't they sort of a class or group of nineteen essential party no you're right i don't believe they are there they have they've gotten a judgment against you for i read the complaint and the only case in all accounts and so my sense is if you ask be they wouldn't say you retain ownership of this they would say they do i disagree your honor if you look at i think maybe you would disagree as well the bidding lawsuit itself refers to accounts receivable it was suing on and lists particular invoices that had been factored to it by awkwardness and for which h c l did not pay and for which it sued awkwardness and mr saying as the guarantors whatever you want to mention nowhere in the face of this record is there any indication that referral fees these other contractual rights termination i don't i can tell your honor however that under the terms of the master purchase and sale agreement they'd be only has security interest and lien rights to the extent of invoices that particular invoices that are factored again this reinforces that this factoring agreement had to do with individual possibly have done it oh my point your honor was that they couldn't have done it without receiving consideration they received no payment and there's no indication in the record that they received payment for any of these categories of items we've discussed invoices that were not factored into baby but which h c l refused to pay concealed revenue that awkwardness could never invoice and determination fees and referral fee to us so i'd like to reserve time unless your honor has any further questions now imprint is here an after defined close friend that term every defined yes your honor it is defined by reference to the illinois u c c and then if you turn to the opening brief of the  in the appendix the illinois u c c is set forth in its entirety and the word count has a very very broad definition and it includes and this is  obligation whether or not earned by performance or a very broad as it includes your your opponent says look we had in effect a penalty in this contract for terminat termination because we were going to get a percentage of stuff along the way so if you terminated you're going to have to pay us a lump sum is that an account it's part of the account if you look at section one point one of the agreement where the assignment i is at this is a complete assignment and heads judge keeley had said all means all and when you go through that definition it includes all payments or other proceeds of the foregoing in any form and then when you look at the definition when i look at one point one which is why i think the subsequent letter may have to be of some significance one point one looks to me like an option to buy you can buy everything but it doesn't say we here by council we have that letter that letter is unambiguous and it states we have assigned everything it was a c it was signed by mr saying it's an emission by him and there is no genuine issue of material facts so when the district court went through its analysis and we're here today to ask that the district court's judgment be affirmed when it went through its analysis it first looked at the agreement it said that the agreement was unambiguous all means all what does that mean well there's an assignment and then as these invoices get factored have been assigned that he has the right and its discretion it goes on to say that it can accept or reject those accounts if there was something wrong in the absence of the subsequent letter wouldn't this agreement be at least a little bit ambiguous as to which accounts were in the possession of your can be no your honor because going back to judge killie's comments about the definition of accounts that is very definition of accounts is broad but there says we're signing and we're offering to sell to you at your option if you juror accounts and so in the absence of some evidence that you actually bought those future accounts i'm not sure the agreement is enough to get you there i  think it is but as you indicated earlier there is more in the record and the district court considered that not only did it consider the agreement but then it took the next step to say here's this october fourteenth two thousand and eleven letter where it's admission by mr saying that everything has been assigned and then it took another step and look how do you know that doesn't just apply to the accounts which have been assigned because the letter itself states that as part of the bibby relationships all of a quote this is present and future accounts have been assigned to bibi and accordingly all payments now or in the future should be made directly to betty so the district court payments those payments were made to bibi in accordance with section one point one and this notice and b b is not currently pursuing your client that is correct what your position about whether b b is a will nineteen essential party in this case i district court be affirmed but if you wanted to sue it knows where to sue i believe and this is not the record it would be me speculating the reason that the plaintiff didn't bring in bibi is as your honor had noted there's a six hundred thousand dollars judgment that they received for they didn't even bother to defend the only annoying lawsuit they just allowed a default to be entered not only against bibby but against the personal guarantor mr singh and walked away and then popped up to your once the judgment in this case entered with prejudice yes it was the final judge final judgment and why normally when we say lack of standing that's a dismissal without prejudice shouldn't i don't know whether standing is the right to terminate terminology here the district court converted it to a summary judge right and right on a twelve b one lack of stand because it didn't have the right it was not the proper point of to bring this so then the court not only did the district court give i quit as an opportunity submit briefing also said submit additional briefing and one of the points raised in the opponent's opening brief was the district court committed error because we didn't get a chance to take discovery or we didn't get a chance to make submissions it got every chance and that the district court gave two chances opening briefs and  additional submission never objected to the district court schedule never said hey we've got more that's coming we need additional time and most importantly on a rule for summary judgment never filed a rule fifty six affidavit saying that we need this discovery it was all there for the district court the district court won through a very well reasoned and step by step analysis in its opinion and that's why we're here today to ask this court that the district court be affirmed in all regards  the court has any questions that would conclude my argument the bottom line would be that your client gets the conflict and sign it doesn't it doesn't have to pay anything now we're on what we're asking for years that the district court's judgment be if i know what you're asking for i'm guessing about the bottom line would be that you have a contract you climb seems not to have lived up to that that first of all that's not before the issue before the court is is on the standing second of all we would dispute any of the allegations underneath third of all we had already gone down this road with debbie and the plaintiff didn't even bother to show up in that case so you'd be your position is if you ow under the contract you owe it to baby yes ok thank you thank you very much to make a couple points about the notice of assignment that you've been focusing on one is that that document cannot grant greater rights to baby than it had in the actual master purchase and sale agreement so while certainly that notice of assignment can be considered in terms of interpret the agreement he can't grant any greater rights so if all accounts and accounts is defined to is limited to invoices and is the course of dealing between baby and awkward it shows it was the fact that this notice was sent does not eliminate those factual disputes the second is if you look at the record at page three zero one this is a email from baby to oculus talking about this notice of assignment and what it with the role it has it reads customers will be receiving the notice of assignment letter that you signed which legally notifies them of the assignment of receivables to baby and it talks about receivables this letter directs payments to baby's lockbox address going forward all invoices created must contain the following remittance advice a couple more times in that email it talks about invoices making clear that what was assigned under this agreement were particular act yes your honor made a moment point a moment ago about walking away not paying from this contract and that's the basic reality if this motion is granted h c l never pays millions of dollars into early termination fees that agreed to pay under the business assistance agreement doesn't owe them to that it does not maybe did not sue for those amount well but that you said that's a separate issue whether baby thinks it's worth filing a lawsuit to correct them because they dispute breach of the contract is a separate issue from whether or b has almost contractual rights your honor the extrinsic evidence is overwhelming that baby believed it only had accounts receivable that had been factored to it and sold to it those are the only rights at thank you thank you