to allow the parties to a contract to agree upon their respective rights and obligations and then to protect those expectations from legislative interference and it is the nature of one whether there is a contractual relationship that that's not an issue in this case nd whether the change in law has impaired that relationship and that does not appear to be a matter in dispute either so what we're left with is a  indeed suggested that the that the reasoning would apply to individual rights and these are you saying the quarter versus green how is now not good law no your hon  rights of action under under the contract clause yes your honor so for k but couldn't carter st as green how be read to say that you should have a we back when we believe that that's that's that's more expansive interpretation of carter not one that should be adopted by this this court as as the district court held  is whether or not there is a substantial impairment the two factors that we believe are right for this court are whether the impairment was a central undertaking effectively did the abridged right induce the parties to enter into the contract in the in the st place and secondly was the change in law foreseeable with regard to the st element we're dealing with a ten year contract the concept of  of and what it means to teachers what it means to these public employees and how it's handled by these parties permeates throughout every you know every crevice of this case it is really the essence of this case and that's with respect job security and job stability and a bargain if you will between the public employer and the public employee whereby the public employee would enter into a ten year contract with the understanding the expectation that he or she would be accepting effectively a lower wage reduced compensation for once are employees with comparable education in return for certain benefits not the least of which is job security particularly in times of economic despair in the flip side of that bargain is that the school district a public employer gets a highly educated skilled workforce for less money grapes it's not just a regular contract is it incorporates the entire code your reply brief though says that we should resort to that it doesn't matter how the pennsylvania supreme court and others have construed are in the the issue of legislative legislative grace or as at the identify these contractors qualify contract we we believe th that line of thought is in some respect a red herring it is undeniable that these tenure contracts are if you're a creature of the code that they that the school districts do not have the authority to enter into tenure contracts without this legislative grant you know as set forth in the code that is undeniable and undisputed nevertheless we take the position that is ultimately a distinction without a difference  the end of the day then the net result if you will is that we are dealing with ten year contracts that parties have entered in that ten year contract how we got there we believe for purposes of  less important if not important at all now with regard to the state court cases particularly those cited in in at least brief the the courts didn't necessarily contract clause cases but they don't they give us a helpful background about the nature of of a new contract in pennsylvania certainly absolutely and that and that background is helpful but i but i believe in no way  as to why what the legislature did not advance a significant and legitimate public purpose certainly your honor but i think it's important for me to clarify the position that we are taking this is not an attack upon x fifty five and we don't we don't portend to suggest that act fifty five that the legislator has an act of legislation that is unconstitutional in violation of the contract law this is not a facial challenge act fifty five so therefore i  the implementation and application of act fifty five by the school district to these teachers in unconstitutional so i think that's important the clarification i made is important with the with regard to this analysis because  we don't suggest that act fifty five doesn't serve a legitimate purpose and the really challenging the legislative action as apply so we believe that that analysis really poses any it poses any impediment to our position in that it does act fifty five dollars clearly does serve a legitimate purpose and in which the school board in the school district is applying it so i know i'm creating a bit of a hybrid here a hybrid analysis in that the village of purpose or back fifty five is what we're considering even though that's the legislature that implemented it when we're looking as to whether it is in light of the circumstances we're looking at the propriety of the application of back fifty five dollars so we secure are we able to do that at this posture or does it require the development  ability and so on in order to determine whether it's an appropriate reasonable pursuit of it with public purpose or is it something we can just do on the papers yeah i believe the latter your honor  in that if if we we're dealing with financial difficulties of school districts something that is something that is it's commonplace it's historical and it's widespread i don't believe that there is anything that could be developed in this is in this particular record that would lend any insight to the fact that the district is primed poor and wants to save money as far as foreseeability that is the the district what's contained in the record is the resolution at issue the resolution which was effectively the tool by which these furloughs the improper what we believe to be made the numbers are there the numbers are in the record in terms of the cost savings that the district claims it would have it would achieve through the furloughs through the implementation of its you know budgetary ordinance issue court if and when appropriate parties will return to state court to litigate the a two matter you know i got something to think about and nobody raised it but can we really give can we really give relief in this case i mean i wonder if thousand and eighteen i believe that she got tenure and signed her contract activity five went into place in two thousand and seventy so i'm wondering is there it's a cause of action at all for laurie burdette just to look at maybe under state law question you initially filed this case in state court you seem now that you want the federal courts to decide this question why wouldn't having to go back to state that really put you in a position where you wanted to be in st place well that the we believe the case ultimately with the help of the school district ended up where it where it belonged these constitutional issues these important obviously not just best addressed that must be addressed by this court different relief sought different considerations so the in time that the state court considerations are obviously quite important and they will be we're hoping to be successful here to the point where we get to a court but we we we need these we need is important constitutional questions addressed and and here we are are thank you c how it was lead and that really was the under was part of the underlying basis and i think everyone in this discussion on green there is a circuit split and the law seems to be unclear i don't think it is necessarily or one way or the other  question about whether it could be interpreted obviously the other way as well and i did recognize that there's a circuit split on this issue and that the law is somewhat unclear and really i believe the supreme court can make it clear given that the asked you if you're familiar with the point that started i'm not your honor i was aware there was a companion case in greenhouse but i don't i'm not familiar i think it involves the same thing tax coupons and contract that's a qualified contract or all obligation created by the legislature i understand and i recognize as those the districts that this court determines for itself as a federal court the whe there is a contract the obligations and if it's been but to completely disregard pennsylvania law that i have some it is it's probably not the best course and it does provide some guidance as i stated in my brief it is instruc tenure in pennsylvania this contract is a matter of legislative grease but for the legislator has the legislature passing the public school you cannot have a ten year contract for public employment and selena i think that's critically important because the legislature chose to give tenure contracts to teachers but was very very specific in the terms of those contracts in the public school code it's defined after three years of service a teacher is a professional in play that's how they're defined and coach is to get a ten year contract and the terms of which are mandated by the public school code and this isn't just a mandatory language of saying sh language says shall contain only the language of a ten year contract is completely defined by statute and limited to only the language of the statute and in that contract contained in the public school code that while i think that i think that's because of how the ten year contracts are affirmed and i believe the code even says they can be written renewed year after year so perhaps i'm saying any amendments there to the idea of being a pointing it out to the amendments there are two suggested that it would always be applied to the amendments of the code as as they as they arise more importantly i think the next sentence is also critically important of these contracts that says it is agreed to between the parties that none of the provisions of this act may be waived orally or in writing if there was any uncertainty of whether the amendments apply i would think that in the legislature saying you have to include language in this contract they were saying you're going to be bound by this act whatever it is porter brings up a really good point you know and why was it not permissible to read the reservation clause as  pointers when they signed the contract i mean is there anything really pointing to the future well i would i think our position is that referring to the amendments is pointing to the future and in the nature a much more different change to the scheme that would follow in and other cases that suggest that when you completely change the system or eliminate the system that might be more of what you're considering a substantial impairment of the contractual interest versus in this case there are always then there's always been the ability for a district to furlough are suspend a professional employee tenure is not absolute there's always been reasons where it where believe that in this this case in dealing with public education that is within the province of the legislature and that they have afforded tenure and they can i would be very surprised if they ever did that but fifty five and i do think it is in your view is tenure a contractual right i think tenure candy a contractual right but i think it's a qualified contractual right soley defined by the legislature's decision to to allow it i don't believe that these teachers have a right to unfettered tenure in the sense of what we think of that you can't be eliminated from your position for any reason northeastern pennsylvania and we're going to we're going to negotiate separately with our teachers and we're going to tell them anybody who is caught successfully and as you know met the our expectations after two years has tenure we're going to get all the good teachers to come to our district good good district do that under the current public school  employees for economic reasons in conflict with the section shall be discontinued in any new or renewed contracts or agreement how do you how did how do you apply that provision in this case  aware of that prison i think they're applying to the collective bargaining agreement contracts not to specific tenure contracts as the language of tenure the tenure contracts are defined by one thousand one hundred and twenty one z in that language hasn't changed so where it does say that in a collective bargaining agreement or other similar employment contract if the collective bargaining agreement is referenced in some other way or some kind of contract between the  union a federation whatever organ bargaining unit exists i believe that's what that references i don't think it's referencing ten year contracts i think   the test on substantial agreement and i think simi valley and still spoke as to the three steps that we're talking about of whether or not there is a substantial apparent impairment and then if there there was a slight distinction in saying that there was a discussion of whether or not having the legitimate public purpose could could affect it in the dissent but i think it it still follows that those three elements of one there has to be the substantial impairment and sue if there is a substantial and herrmann that even though the contract says that no state may pass a law that impairs the obligation of contract if there is a situation here we're in right workers compensation to not deal with a situation where the contracts will right itself was created by the legislature in an extensively regulated area like public education that dealt with reinsurance premiums and i believe that was the case that i'll agree insurance premiums for workers compensation funds that were being returned to the insurance carriers rather thousands and to the self insured employers employers the the difference is how the contractual right has created the rationale saying that there is no retroactive application whatsoever because of reservation language in those agreements i different than a situation here where the legislature actually had to statutorily op or eyes a language of the contract and said it's going to remain subject to the public school code and it's going to you cannot wave any provisions of the public school code in mandated that that is the only language you can use and a ten year contract i think that distinction a factual distinction but also in its application shows that the  retroactive component was considered by the legislature and said they're going to retain the right and the purview over public education in the commonwealth which would include contracts of its professional  the district court declined to address the supplemental state claims for two of those state claims were local agency law appeals that challenged the actions of the the district i don't we have a different question before us here well i think the question is whether it violates the contract clause of the u s constitution and like many other constitutional question questions relating to the us constitution and has many constitution are often analyzed in the same fashion i think pennsylvania law i understand it is not controlling or determine if and federal courts determination  would not or could not exist but for the enabling language in the school code but that does not run but and that's a fact but that does not necessarily render the contract any less valuable any have their federal constitutional rights infringed upon as judge fisher noted these are federal this is a federal matter and it's to be considered by the federal courts we don't believe that there is necessarily a choice between  aring to and following the rationale espoused by the a circuit in organized circuit in continental illinois national bank we do believe that that that the rationale established guarantees under the u s constitution and in the contracts clause they that the subtext of pelleas position seems to be we can violate your constitutional rights because this is a qualified contract or in your in your questioning of counsel an excellent point that frankly i had failed to consider with regard to the amendments there too and and reading you know through a kind of a clean set of eyes that occur after the start of the contract well as long as they do not infringe upon or affect the central undertaking of the contract this is a ten year contract the whole point of the contract is to establish tenure for the teachers after they after they've three years of work there are also a number of elements in the contract that are more incidental for example the contract provide a structure for notice of furlough or the appeal process the number of days you have to provide a written notice where the matter which i notice be provided should the legislature modify those notice requirement say you no longer have ten days you have seven days or used to be written notice but that's old language now you may e mail your notice should those amendments to the legislature choose to amend those i don't think that that we have an argument or would it wouldn't infringe upon it would implicate the contracts clause would infringe upon the constitutional rights of the contracting parties because those amendments would not implicate the central undertaking of the contract which is of course you know a requisite that's going to be rather strange suppose the legislature passed and the governor signed a law that eliminated what would happen to teachers who had contracts provided them oh that that central undertaking of the contract i would take the contract and rip them up that because these contracts are qualified or there is a component legislative grace you know it's my earlier point is not invalidated contracts at the whim of the legislature and that is the that's effectively what the this what what this application this retroactive application back fifty five is is approaching i mean judge fisher your vehicle is the natural extension it the most extreme i've the example i gave where would be permissible is you know on the other side of that spectrum and where we where we find ourselves not on the continuum is gravitationally being pulled toward the extreme opposed by iran or and that's it it's tricky ground and that's why it's so important to look at the nature of these contracts why they exist what the point is  and what expectations of the contracting parties may have just because this contract would exist but for the contracting school code doesn't make it any less relevant that the  the amendment here we're talking about is two thousand and seventy so i just just a point that's a very good point your honor and i can only pose and i it there are only two   a week or so seven days and your abs siri has the same amount of time and we get additional we thank you i appreciate the opportunity sure and judge porter and fisher you have any other questions you'd like to ask