the next case on the calendar is your mommy serve x correct yes your honor before i start there to the two appeals in the first argument because you mommy's appealing from the trial rulings and more and more is appealing from one of the trial rulings representing you mommy sustainable seafood inc if the trial the district court awarded mourner damages of two point five million dollars plus preacher didn't interest of eight hundred forty thousand dollars the largest portion of the damages was one point five five million for what's been called the interest differential that is the difference between interest calculated under the credit agreement by ms gold breath w b c and the amount that the under the credit agreement the promissory note and under this a mortgage so there were three requirements for total obligations that is the provision that the creditor that the district court found was breached when w b c failed to tell mourner what it one or two days before there was even a demand for a payoff number and most importantly that calculation was not reviewed by their council or by you mommy who's now responsible for it they might have known or would have known that in fact the number she was using was not the total obligations under the three agreements and this so called breath simply did not calculate moore's total obligations as she would have had to do if she where the court describes those differences another way of describing the differences is to look at paragraph one thirty of the district court's opinion it's p a one forty three with the court compare the two calculations what's very interesting is in ironically the judge in that paragraph cited and they'll capital new york court of appeals case for the proposition that acceleration of interest is determined quote by the language chosen by the parties in the pertinent loan agreement close quote yet in deciding that you mommy breached the mortgages the district court use ms gold internal calculation under the credit agreement only instead of the term the mortise total obligations under the three agreements and thereby ignoring the very case she cited that you determine these things by the language chosen by the parties in the pertinent agreements when the mexican court finally got around to determining interest they used virtually this the same formula and virtually the same numbers obviously dragged out a little further because it was two years later it followed the same methodology used by mr in that february six number and the same methodology used by mourner in a liquidation more i'm sorry your mommy made a liquidation motion that same what month and when the district when the foot of sorry when the mexican court finally got around to doing it guess what it used the same formulation under the promissory note not under the credit agreement now the district court basically said i don't care what the mexican court did that was inaccurate they shouldn't follow it up as eads calculations i'm just going to ignore it and we've submitted you know i don't think i need to go through the cases that that violated the international rules of comedy she should have followed the mexican court's ruling now what's interesting is an argument of well how did she interfere with the proceedings we submit that if the mexican courts say your mom is entitle to one point five million dollars and then the district would quickly here say is not i don't like that you my me you give the one point five five million to more november and then a payout number in february that reneged on it except essentially reneged on its payoff number it provided and that the damages some of which arose in the mexican proceeding flowed naturally from the reaches so it's not it's not recalculating the mexican court's calculation of interest is just calculating the damages that happened to arise in the context of litigation in mexico but it is undoing the district court said is you should have paid the wrong number and i'm going to ignore the the correct calculation in our view by by the mexican court so go pay the wrong number not the correct number the correct number was the number determined under the promissory note and what the district court said i'm going to one do you know disregard what the mexican court did we say that they couldn't do that whether it's comedy or anything else the correct number was seven point nine includes attorney fees but the correct number is the principal amount plus the interest as determined under the promissory note as found by the mexican court so we think that and one of the thing the district court erroneous lee said in s b a one sixty four paragraph gnawing that she's awarding this as the difference represents the amount quote your mommy ultimately recovered in mexico close quote that's just not true while there may have been an award of that amount you romney didn't recover anything so the situation you have now is at this one point one still million still of that amount outstanding so you have your mommy giving more money interest she would prejudgment interest before the damages for the for the interest differential even occurred two years earlier and on monies that they never paid out of the five point two point five million on the as of the summer they didn't pay the interest differential they didn't pay the customs feet and they only had paid sixty four thousand of the attorney's fees and lastly a week ago we sent you  of witnesses to the judge in this bench trial in fact we brought up all of the relevant witnesses some of whom are here today as well the judge after the after a bench trial issued very extensive detailed and very concrete findings of fact and the fact of the matter too is that mommy doesn't like those facts that's why it refers to the court's findings of fact as allegations throughout their briefing in this court but they're not allegations they're facts they're proven facts in the court when mommy takes issue with whether or not w b c actually provided a payoff number when it gave the six point zero one million figure the question that was being answered the question posed by you mommy c e o tim fitzpatrick to leslie gold braith is what is the total amount that felipe mr martin or has to pay to pay off heirs following opex model said six point zero one million dollars ten days later they decided that they weren't going to share with us that same information despite our exercise of our right to cure under the mortgages under the credit agreement they were not going to share that information with us and that is what triggered this whole problem the court made very detailed findings concerning our inability to fleet without the assistance of w b c and mommy and as the court said apparently reconsidering what she had viewed as implausible or somewhat implausible claims on our part w b c inexplicably and inexcusably decided to follow mommy to try to take away our fleet and they succeeded there is no such thing as a fake payoff number there is no such thing as a mistake on november second and on nov twelfth w b c was the lender of record they owned this account they knew how much was owed and to mommy as their ass any takes the exact same rights and subject to the exact same equities as as w b c that is what the court found and that is what the court concluded as a matter of law and substantiated with plenty of new york authority frankly i'm also a little baffled by the notion that mr siegel tells us now that mommy didn't recover anything we only need to look at page sixteen of his brief they recovered vessels worth six point five million dollars that's a half a million dollars more than what was already over yet continue to prosecute that case to the tune of two million dollars in the interest plus attorneys fees and costs and i don't even want to get into that because i think judge macmahon did a good job at disposing of that issue customs yes you're adversaries as it turns out the mexican or its are not going to assess that has been revoked which means that the penalties that the government imposed have been revoked the customs are due on those ships the customs must be paid on this the duties must be paid on those ships because they were imported temporarily and have now become permanent residents of mexico and frankly mommy is the beneficiary because they have never been assessed those fees because the tax authorities now deem those boats permanently imported at the expense of m so you're saying that there is no question of judge mcmahon's calculations that it's been in mexico i'm not saying that at all in fact i conferred with counsel upon learning about this and we definitely believe that there is a rule sixty issue that needs to be addressed with judge mcmahon and we will be happy to do so we don't we don't want stuff we're not entitled to but we certainly want everything that we are entitled to i think on the remaining issues i i had just  suggested the basic comedy question absolutely and order relies on the mexican court the differential between her calculation the six point one and the seven point nine that the mexican court found why isn't it directly in contravention of the mexican court's calculation and finding for her to award this differential which as judge livingston's pointed out can vary depending upon  has said is the following on november twelfth which is the date that she found the breach to have occurred they owed six point zero one million dollars any additional amounts that mommy tries to recover is damages that's the differential the mexican court has ruled there's no while it's perpetrated on the mexican judgement that judgment is perfectly valid and mommy has every right to go in and force that judgment against modern or in any way that it sees fit there is no violence done to that judgement the day the more the mexican court gives to me the more it's absolutely absolutely and that's exactly why when a party breaches a contract it can't come into court and complain that it's having to pay the price for breaching that contract was that was the breach litigated in the mexican courts had to provide a payoff figure and to allow repayment extradited judicially litigated in the mexican proceedings it was not because the breach the first quote and i'll quote call it the pay off number for purposes of just the statement was not provided until after the mexican court had already entered its final judge me on the core proceedings the rest of the information is information that we learned in the course of litigation in the southern district of new york none of that information was disclosed in mexico there is no discovery in mexico and there was nothing available for martin or to fight with in the mexican proceedings until we initiated the term of the contract still by provided that he read title to pay off ahead of time but there's no amendment to pleadings in mexico either so once we answered the complaint that fixed what was up before the federal court in mexico before the foreclosure court in mexico so we could not make an amendment to our defenses at that point in time moreover we also didn't understand why nothing was forthcoming from them but that's that's a separate question and that's a question of fact the court has already ruled on below but there are no amendments to the pleadings so we could not do that in mexico at the time now if i may i know i have only two minutes but there's only two issues that marner itself  number upon demand by a secure by a debtor there's no question all the facts relevant facts have been found to support a finding of liability under u c c article nine and that it would entitle the secured debt or or or the debtor security for the debtor creditor relationship that arises under the credit agreement and perhaps the note both of which are new york documents both of which are new york contracts number one and numbers to both w b c and to mommy at the trial court during closing arguments specifically said that this entire body of documents from the credit agreement to the mortgages to the note and all other securing contracts were quote unquote one transaction you know was the word they used that was w b c and that's eight one seven one two mommy echoed and adopted every single thing that w b c articulated that is a one seven seven seven i have twenty seconds left as far as the insurance premiums we rest for the most part on arguments in the briefs but i do want to point out one final one final point which is that the existence of the duty to buy insurance by a mommy was contemplated by you mommy you can find that at  it was p x one ninety eight which is a two zero one three that was a miss out on our part in our briefs but it was certainly contemplate it and it's also reflected in the body of judgment man's opinion  in because it's contained as an obligation of a mommy in the option contract in the option agreement question please yes am i right in understanding that even today the mexican court's interest award is not yet final and if that's so how can we affirm an award of a judgment that's tied to an award that is variable i know this is not in the record but when mommy has represented to the district court that the judgement on that the award is fine three things one on the insurance point the insurance was required to be contained card to be maintained under the mortgage and so it wasn't what you mommy did and you post findings of fact when they included their last profit calculation they included the same insurance payment so the court's already ruled that was before the court and the court rejected their last profit calculation that obviously included the insurance that they already saw  on the u c c you can't use a post trial finding to determine whether the judge was right you know that he cites something that was said at trial you can't use that to determine whether the judge was right to find that these are separate agreements and to prove that they're separate agreements it's the mortgages that creates the security agreement the mortgages are governed by mexican law and therefore the u c c not new york law and if you look at a two to one one  d two to one in the record it's the credit agreement and it was a long document credit agreement security documents mortgages so built the very documents that they're citing prove that the security interest arises under the mortgage motion to liquidate interest the number that they say they didn't get we couldn't possibly figure out we made a motion to liquidate interest it didn't get the side at that point but the judge ruled it's goes into causation and mitigation that it any time they could have made a motion to liquidate interest as well and it would have been the so i didn't four or five months that she excused it because they had rush they rationally were trying to negotiate but we think the failure to make  motion to get the very information they say we deprive them of that would have been decided in five months they had they had a can they fail ledge that they had a contractual right to pay off and to get a number outside of the court and there are reasons why i might choose to exercise that right do you disagree that they had a contractual right the number the judge ruled that they did so i'm accepting that ruling but that's a different issue as to just because you had that right doesn't mean you cannot mitigate if you had a vet something of vailable to you that would have reduced your damages and gotten your flea back by making a liquidation motion it all in mexico though the judge also found that  is no other intervening cause it's no answer no the cause exists is sort of like our intervening cause if you had the right to make a motion and you didn't avail yourself and you didn't tender you know those are in those or other causes of your damages that have to be taken into account and the judge just ignore them because she said although they ruled rational it doesn't excuse your other obligations just one less thing on the calculation the fact that ms gold prepared it one way does not waive their rights to come up with the right calculation the credit agreement all the agreements contain no waiver clauses so and in fact one of the things that cited is that letter from their lawyer blanks says you know he didn't send we knowledge that but if they had to figure out what those numbers are and fill in the blanks we submit that they would have filled in the blanks exactly as you mommy calculate them and  by february they had those numbers thank you thank you and let's move on to the  i don't think you have to switch side findings she dropped the footnote footnote a where she said it is indeed unfortunate that mexican law does not recognize a cause of action for tortious interference because she found at least with respect it will mommy's interference with c contractual relationship it would rise to the level of tortious interference my goal today hopefully is to convince the three of you that judge macmahon doesn't have to feel so bad because she committed legal air and she committed to legal errors the first of which was to determine that there is no recognizable cause of action for tortious interference in her mexican law and the second of which is that even if she was right on the first one her application of mexican law under the facts as alleged in the proposed amended complaint are is inconsistent with new york law especially as  beginning to make sure that i'm clear on what the allegations are about who interfered with what contract ok there we are looking to get three counts of our proposed amended complaint back count five coun six and counts seven count five is at this point serve x versus mommy for interfering with and frustrating the joint venture between serve x and mar contractual joint venture relationship count six is a bit of a hybrid this point it's also serve x and more and more versus mommy and america and its principal m frustrating the joint venture and for conspiring with mommy to commit what the conspirators referred to as black ops to interfere with the ability of the joint venture to fish and count seven is maher nor versus umami for the interference with the contractual relationship with w b c prior to the assignment of the debts which is the the one that the court in the district court found is factually proven ok so i have two questions for you with regard to five and six serve x vs you mommy and serve x vs and marner vs you money serve x didn't exist except pursuant to the joint venture cream at all tex and marner parties to the letter of intent to to be clear that correct the letter of intent resulted in the formation of serve x and we can debate is contemplated in june to be created in the certainly in existence by september it is the the vessel if you will through which the joint venture is to proceed and the contract between incorporation what how do we it's what document reflects that serve x is the creation the product of the letter of intent well part in the trial record we never got to that point in the summary judgment record there affidavits that i don't have the the citations handing by which we put in the evidence that said that serve x i'm sorry al tex's the promoter and serve x is created and  those contracts so that that's the standing issue there the court granted summary judgment for america on the breach of contract which is not being appealed because the breach of contract that we alleged was breached she said was a contract that was in june prior to the formation in twenty to september of two thousand and twelve according to judge mcmahon of the of the of service so she said you don't have  standing out tex i'm sorry serve x two to litigate out texas june two thousand and twelve confidentiality conference so separating those out we're not talking about that we're talking about a contractual relation that begins to be interfered with contract between serve backs and morning or there is the testimony at trial about how all of this came to pass there is the letter of there's the observer the letter of intent that documents some of it all of which the testimony is the record there's no trial on this yet but the summary judgment record is it was all assumed by service x upon its formation so but again only all text was the party to that country out text was the original party to the contract as to counts five and six it's the letter of intent it's letter of intent and testimony and actually the actual efforts to  handshake ok and there was an agreement it was going to be funded and it carried forward this is all that is all very clearly in the findings of the court so i realize might my time is drawing short but i really came think came to talk about spectra site which and animal science which is the new supreme court decision that clarifies and give some guidance as to how the court should go about choice of  law analyses but spectra site is a very important twenty eleven mexican federal court of appeals decision that resulted in forty nine discrete precedents being published by the mexican judiciary council as resulting from it it is something that we have been able to translate the central holdings of and that court says we recognize that mexican law on tortious interference is the same as delaware law which is the same as new york law and that is i say that in the context of a case where one party  a party that controlled one of the parties to the contract and it was seems to me and i'm reading it in translation but to be as much about the piercing as about torturous and if your is was a veil piercing case it was a choice of law case and it was a to us interference case and this is the only statements from a mexican tribunals that anybody has found and it's from an intermediate federal court of appeals in a very respected decision that as a result i am told that thirty nine precedents being pulled from a case such as this is highly unusual so but i mean beyond that even if you don't buy that happen in different places almost always you apply the subset of law of the place where the liability producing conduct a curse and i just s one of your time's expired i'll just ask one question because i i as you said she states a general rule and there are always exceptions to the general rule so why isn't this one of them in the sense that in leeching all the challenge conduct torturous conduct occurred in new york here a lot of it took place in mexico well our allegations of our complaint is that the conduct for which we are seeking to hold america and mr stash be in viable by and large overwhelmingly took place in new york in the context of contracts that almost all of them were governed by new york the credit agreement was governed by new york their agreements with two mommies who were governed by new york law this thing is steeped in new york  so i went when you look at it and i'll tell you why i say leach he too is emphatic because if you look at it there is a first apartment case called elmo law a curse is the bank of china that the panel and l wow a different issue was was pending further consideration took a look to they brought this to them and said look the state of new york is applying israeli law to this bank of china you should follow it and that panel said no the first department got it wrong this is perfectly well settled under the court of appeals precedent they didn't even consider sending it in certifying it to the court of appeals this is wrong this is the law and i think that we submit lead she controls that decision here thank you this case before you the posture as to the american fences is straight forward all claims were dismissed as the america fence and as of the claim for tortious interference specifically the district court properly rejected it not once but twice this appeal provides  viable grounds to reinstate the tortious interference claim a claim that plaintiffs have waived in multiple ways under new york law and a claim it does not exist under mexican law we ask the court affirmed the district court's this message plaintiffs primarily argue that the that new york law governs what they ignore is that the district court dismissed the claim under new york law as well their opening brief did not challenge the basis for that ruling and they offered no argument that the america friends were the but for cause of the alleged harm indeed they did not do so for good reason they already conceded the point below by failing to respond to it in a merit defendant's motion to dismiss then seven months later in what the district court aptly described as an attempted end run around the decision plaintiffs filed an untimely motion for leave to amend and again failed in their opening brief to address how the proposed amended complaint addressed the but for defect in reply plaintiffs remarkably suggest that the but for argument is somehow new it is not having failed to address the causation argument below and again here in their opening brief they should be for clothes for doing so for doing so now even if there is no waiver the proposed amended complaint does not allege that the america where the but for cause of plaintiff's harm to the contrary it alleges a mommy to have been on a pre determined course to destroy its competitor marne or by obtaining the note from w b c getting access to the vessels and then not procuring or not providing york law applies let me address some of the arguments that relate to mexican law that the panel seems interested in mexican law does not save plaintiff's claim either as detailed in our brief the parties filed extensive submissions on the question of whether mexican law recognizes a claim for tortious for interference with contract first in connection with the defendant's motion to dismiss and then again in plains of motion for leave to amend each time the district court properly concluded that mexican law does not recognize a clean for tortious interference with contract plaintiffs contend that the district court's interpretation of spectra site was impact was patently in error it was not but even if plaintiff's interpretation about spectra site were correct it wouldn't matter because it is undisputed that spectra site does not constitute jurisprudence under mexican law and is therefore not binding ironically plaintiffs criticize the district court below for relying on this court's twenty sixteen decision in this area  mexican law does not recognize a claim for tortious interference with contract but asked this court to accept as binding and controlling here a case from a foreign jurisdiction that under the foreign just jurisdiction itself would be deemed not buying our decision was a summary order it pivot in their reply to animal science in an attempt to kind of bolster the relevancy and controlling nature of spectra site but nothing in animal science suggests that the court must take spectra site as controlling here here plaintiff's proffered interpretation of a non binding mexican decision an interpretation that is contrary to the jurisprudence from several u s circuit courts treatises on mexican law prior expert testimonies and affidavits that were submitted by pla expert and several experts admissions by defendants mexican law expert simply spectra site is not dispositive in any event if even if it were a binding plaintiff's extensive quoting of the passages still fails to  but the district court's decision first spectra site does not make any broad pronouncement about forced interference with contract as your honor recognized and mr moore a defendant's mexican law expert below explained the key finding of the spectr that mexican law recognizes a claim for tortious interference with contract generally in response plaintiffs than ten that spectra site also found in alternative that the the holding would be equally relevant under mexican law however  the our expert below explained and district court seemingly found persuasive that that passage was only dicta finally i'm i'm almost at time so let me briefly address the choice of law issue the district court properly determined that mexico has a superior interest in having its law applied the plaintiffs were located in mexico the reported joint venture agreements that were allegedly breached have no connection to new york of any kind the foreclosure proceedings were in mexico the vessels were in mexico the harm would have been felt in mexico plaintiff's point repeatedly but this was a conduct regulating rule torches interference with a contract and the conduct that the plaintiffs are charging to place in new york to well the as to the merit of finance they argue most of conduct is that certain emails were sent from the america finance in new york but that does not that doesn't change the fact that mommy and w b c for example were not based in new york were alleged to have conspired with america and in our brief your honor we cite to several cases that post that have that in instances such as this the where the last act to have sorry where the last act to have occurred takes place is also relevant and here we would submit that that would be mexico because that's where the injury was as well  final point the connection to new york is sparse as best plaintiffs repeatedly point to the w b c and more in our credit agreement to try to say that this is absolutely about new york because that agreement was governed by new york but it is an important distinction that that is not the agreement that they allege to have been get into my argument i just want to address the standing issue i think you're right there are serious problems as to which contract was interfered with but because we were dealing with a motion to dismiss and then subsequently a reorganization a motion on reconsideration none of the records of the documents regarding that ever got in the record and you can't use what happened at the trial i disagree with their interpretation of what happened but none of that stuff is in the record because of the procedural posture of the case came up so let me go back to mr cohn's remarks they rely his daughter off by talking about footnote eight in the judge's post trial opinion we think it's so clear that that just was it was a contract case it went to trial on a contract case that's what was licked litigated nobody talked about tortious interference and the judge said something that was just not essential to her ruling and we don't think it can be used for any purpose on a motion as to whether the district judge got on a motion to dismiss in a motion consideration right you can't use something that happened afterwards and this case is about on the pleadings that were before the judge that she get those rulings right and it has to be decided on the pleadings not on anything that occurred at the trial or thereafter it's just improper to raise those issues plaintiff's attempt to shoehorn the case into being a new new york case by pointing to a whole bunch of e mails and stuff like that but to understand what the district court's rulings were correct you need to look at the pleadings the initial complaint and the amended complaint particularly the initial complaint now what's interesting is plaintiffs actually go so far they try to run away from their allegations in the initial complaint that was what was before the judge when she dismissed it dismissed the which is interference claim they even go so far in their reply brief to say we're not appealing from that yet if you look at both what they say in the brief and and their notices of appeal they are in fact appealing from her rulings so now you've got to go back looking at the initial complaint was she correct the complaint establishes this is a mexico centric case the guts of plaintiff's claims in the initial complaint was that your mommy was required by the mortgages to give a payoff number allow it to pay its total obligation so they could get the vessels back all of that arises from the mortgages which i've already said arises under mexican law and to secure collateral located in more in mexico and as for your mommy the complaint alleges that it was behind the foreclosure proceeding it frustrated it didn't deal with mourners mexican counsel in mexico all of those things occurred in mexico and not in new york did you ever file a motion to dismiss reform and convenience no unfortunately the judge said that and you know she said that might have been an appropriate thing counsel at the time will focus on the complaint doesn't state a claim and the judge said it's too late now to make it if the she kept the contract claim in perhaps we would have done it differently but we thought we would dismiss the contract claim to let's arguments regarding choice of lawyers and why mexican war doesn't do it i'll just say in leaching i think you turk perfectly right everything took place in the forum here if you look at the comply and what they allege most everything took place in mexico and that separated them so what i want to do now is talk about new york law because even if you consider the the new york law the district court in the first complaint dismissed the complaint the claim is that even if new york law replied it's a duplicate of the contracting money and doesn't sufficiently show that there was no justification and even though they appealed it look at their briefs there's nothing they've waived any argument they never argue that that ruling was not correct and it's correct it it that's the lore of this case and the same thing is even if you look in the amended complaint they seem to have done a lawyer is tricked well we used to have one count they file jointly now will have three counts and look it's no longer duplicative of course it's duplicative because what you have to do is look at the conduct that they allege in the amended complaint the very same conduct they still allege against your mommy is the same conduct that mourner alleges in that very document that constitutes a breach of contract so you know they can package it any way they want but the conduct alleged by you mommy is exactly the same as the breach of contract if you fail to give us a payoff number you fail to take money you failed to do all those things it's the same contract it's still duplicative of the breach of contract case and other than conclusory allegations  they still haven't dealt with the issue that your mommy's conduct was justified under the economic justification or in new york law so this is a mexican centric case just one thing i skipped over if you look at the allegations of the amended complaint as to where did the conduct a place it's still we've cited and we have a whole long thing in our brief that say is this is the allegations of the amended complaint it still makes it mexican centric and if you go back  over the judge was right to dismiss the complaint originally and she was right on her motion for reconsideration and we have we asked you for both of those rulings thank you very much once more for me your honor honors so we did notice an appeal of the original ruling but not because we were standing behind that complaint but because we were attacking the mexican foreign law the choice of law or ruling when we filed that complaint we had not had document discovery we did not know that as of april twenty third teen america had full control over whether or not mommy would take the money we pleaded but for kasi should we pleaded it in spades there is no question that we pleaded it and we didn't have to argue it on our appeal because the court didn't throw us out of the didn't deny reconsideration for failure to plead the elements she said it's mexican law and mexican law does not recognize a tortious interference claim so that's what we are going on appeal and when they raised the other issues we argued it back on our reply they argued effectively alternative grounds for a firm it's we did not waive anything we did not know that in september of two thousand and thirteen mr tashan of america wrote to one of the other stakeholders that had control over whether or not to take the debt service will ask me at what price will the vessels be released are we prepared to release for fourteen million dollars we should decide on a number if there is a number and that's as a two twenty two  response which is the allegations of our complaint plead a course of conduct involving many meetings hundreds if not thousands of e mails emanating from new york and again that they made their contractual relationship with mommy pursuant to which they controlled whether or not they would permit serve x to pay off the debt subject to new york law it is all new york law and again my one word response is da you don't have to apply the same law to every party or to every issue and to say we're not by the way not just talking about a breach in the event or this was a continuing series of interference actions not just with not allowing us to pay off the debt but again the black ops that they bragged about that we didn't know about until we got document discovery and we were able to plead in the am complaint that mommy conspiring with the marin mr tashi and were in fact making efforts to prevent us from renting replacement per centers and interfering with existing contracts and that's alleged in the complaint the proposed amended complaint and the proposed have been a complaint is this thick it's two volumes of our supplemental appendix because we attach dozens and dozens of incriminating e mails and we urge that they be reviewed in considering whether or not we should be allowed to pursue our tortious interference claims thank you your honors thank you all very nicely done thanks for organizing the an argument to make it maximum comprehensible