i think this is a case about contract interpretation and the construction of a contract under illinois law and therefore the district court's rulings are subject to a do novo review and just going through the sort of illinois standards which are similar to standards on interpretation of construction contracts around the country you know when the agreement is explicit and clear the court has to force was written and the meaning an intention has to be gathered from the face the context without assistance of parole evidence and then if the contract is ambiguous and there's a question of fact that prior practice only consider parole evidence in determining the intent of the pardons and i don't think there's any argument about the fact that releases are considered contracts and the state of the law and i think all parties agree that the intention of the parties control the scope and effect of the release and against intent is determined from the language in the use of the instrument and like the circumstances of the transaction so i'm going to focus my argument today with respect to the attorneys keep provision which i think is the bulk of the argument has been presented to the court and the language of that agreement is  award must be reasonably proportionate to the ultimate relief secured by the prevailing party and one of the issues as presented by this is what did the district court do to make that determination and what it find anything in illinois law that found acceptable the court didn't and so i decided to go to the prison litigation will quorum act as a touchstone to make a determination as to what the parties intended by reasonably proportionate to the ultimate relief secured and under the circumstances i can assure the court there's no evidence and present that the court's two parties ever consider that the prison litigation  commonsense sort of layman's and an understanding of what the terms mean and the court decided that among something different because it referred to a federal statute which there is no evidence that any party ever considered when tracking this agreement and so what the court did mcknight don't you think you're you're risking a little overstatement as to the approach judge dow took he he never thought that this was prison civil rights litigation he recognized fully that this is an insurance dispute it's a contract dispute and what he did is he looked broadly in the law for some kind of point of reference to construe and give meaning to the contract provision that's at issue and he found a statute it happens to involve prison with a geisha where similar terminology is used and then he and then he came up with an approximation you say one to one so now you know it can be a little under to be a little over one i mean that one point five i've got a congressional marker for me i isn't that or a little bit in fairer description of what the district judge did i well i don't think so in light of the fact that the court understood that illinois law apply and that under the circumstances judge tao when he wrote his opinion sure but he looked at illinois law and he didn't find a definition in illinois law so then he looked at federal law i agree and my point is but he also reflected in the actual opinion that he wrote with respect to the granting of fees he specifically stated look you haven't provided any guidance even agreement or with respect to the evidence presented it which would be required as a as a common law action on a contract in illinois as to what reasonable proportionate to the ultimate award of relief is so that's as easy to slap on the trier of fact and soon be decided on most from for matter back sort of terminations as to what the parties intended by the meaning of reasonably proportional to the ultimate on what relief because the court could make that determination and i and i think what's happened is he's looked to a source of law which no party us so that would be the requirement that you would go back and have a remand for the purposes of determining through parole d evidence and then generally as to the intentions of the parties as expressed in some kind of formal testimony that that's that's what  return to you a good morning may please the court i would agree with mr mcknight that this is a case involving contract interpretation but obviously i think our agreements are probably end there and st i wanted to address the settlement agreement at issue as you have no doubt seen from the papers this is a long running dispute between two business entities and it stems mainly from a settlement agreement entered in two thousand and seventeen to resolve  county and then compelled arbitration is not limited to any specific allegation of one particular solicitation it had to do with platinums training supervision and guidance of their independent agents and making sure that they were following the contractual responsibilities and a political law is soliciting those policies the settlement agreement was entered into d in february of two thousand and seventeen and it resolved all of those claims the general claims ma seventeen that would have changed knowledge of anything going on at that claims he was aware what he was claiming mr shand i want to ask you a question about that what procedural stops would be necessary to file the rd party in in the cook county litigation so your honor if they put a filed it in the cook county litigation that would have been compelled to the arbitration that was ongoing and firstly they could have brought the claim sought to amend it within the arbitration  and brought those claims as part of the arbitration critically what happened here is the not to make this more complex but there was another settlement agreement two thousand and fifteen between the parties that specifically carved out future claims that platinum was not properly training and supervising their independent agents to go out and sell these policies the other options e t l had then your honor was to say ok we have just been made aware of this new claim in missouri and december of two thousand and sixteen for mr grisham this is not we haven't had the opportunity to litigate that here previously excluded certain matters from our two thousand and fifteen agreement we're going to go ahead and do that here as well but they didn't do that and in fact they took the exact no longer excuse me but it was no longer selling the g t o policies so the circumstances of the agreement the plain text of the remit make clear that the parties understood they were resolving in a dispute over whether plat properly trained supervised their agents to solicit these policies in accordance with details requirements as well as a clickable law and can you you explain at that juncture when the eastern district of missouri litigation that claim should have been brought in it's a trip and brought in is because the com is not in litigation at that point for cook county has that worked into an arbitration what's the status of that litigation that you say the rd party complaint should have been joined so your honor what mr grisham sujit t l in the eastern district of missouri platinum was not party to that case and the allegation was that g t o improperly denied coverage for his claim and properly pres have been brought in that original should've been brought in the cook county action which had been compelled arbitration so it should have been part of that arbitration what's important though is that they had knowledge of the claim by the reason the fact that it was brought against them in the eastern transfer that matter to the northern just reveal annoy him which he was successful in doing this or shell regardless of whether they could have added the grisha matter to the cook county litigation of the cook county arbitration her however they may have gone about doing that was there anything that prevented them from injecting the grisha matter into the settlement discussions in the goshen in the negotiation of the settlement compensation no your honor not not at all and that's that's one of the points  that we're making here is at the time that they entered into the settlement negotiations g c l was aware of the claims being made by mr grisham further they had asserted broad claims that platinum had not been properly supervised and their agencies to listen policy so when they were settling these broad claims that platinum had failed not of one instance but in many instances across the country to supervise and train their agents they were of that and could have included whatever amounts were being claimed as part of that agreement but they didn't do so with your back on stone mr mcknight's point on the hey let's have a let's have a jury trial over the meaning of the attorneys provision is what your honor i disagree that that is a ambiguous provision the what the settlement agreement provides is that the prevailing party which there's no dispute platinum is is entitle to reasonable attorneys fees now that's common contract term judged out of term and that the two hundred and ten thousand dollars in attorneys he's planning is presented reasonable what makes this different is there's a mandatory provision saying that any attorney's fees must be reasonably proportional to the relief to be brought against them by a company that suit platinum many times but it's not it it's not in big us because illinois law has already into turman that proportionality can be one of the eight factors considered judge gallo all he did was look to the prison litigation reform act for a determination of what a percentage would be and it's been accepted by courts as reasonably proportional yeah again your honor i would say it in platinums view we didn't agree that that seventy two thousand dollars was the only relief platinum secured but we also recognize that judge downs determination on issue of awarding attorneys fees and this is critical because this is not an interpretation of a contract what he's doing is he's awarding attorneys fees is subject to an abuse of discretion standard and district courts have y discretion in determining the appropriate amount of attorneys fees and costs and that shouldn't be disturbed absent an abuse of discretion and i don't believe there's you know there's any legitimate argument that judge dowd look into that pretty is the prison litigation reform act as a basis to say ok what have other courts what have other you know legislative bodies determined is a proportionate amount was an abuse of discretion i believe he  to a number of cases where they talk about attorneys fees being you know subject today novo review but those cases are different and those cases involve contract interpretation for example one of them was a determination  of whether a party was a prevailing party or not under a contractual provision saying that a prevailing parties entitle to well that's not the case here g l doesn't dispute that platinum was the program part for example another case was where a attorney had sued one of its clients searching are trying to get its fees back that hadn't been paid that were owed well that's not the case here either we're not trying to get attorneys fees that were incurred and not paid to my firm we're trying to get the attorneys fees that we are contractually entitle to pursuant to the terms of the settlement agreement there were negotiated at arm's length between two parties after a litigation that had gone on for over a year significant discovery had been disclosed and g t o was aware of this claim had the opportunity considered when he was negotiating its agreement the knowledge is something that is subject to that abuse of discretion review but the interpretation of the following terms subject meaning the limitation term is subject to do novo review and that's the interpretation of the contract which also said you're going to consider the attorney see the component part of the damages because you consider that as our jurisdictional limit getting into verses or six in the case so i always had your presenting evidence that was presented in  using the last our methodology and there hasn't been anything else provided regarding the determination of the limits and just i was understandably felt that was i am the lesson for that reason the case should be remanded on those issues thank you