reinstate the jury's verdict in which the jury unanimously found in favor of my client on his breach claim for breach of the covenant of the good faith in fair dealing now is that what you really want you want the verdict back you don't want us to order a it would be so he was awarded one million one hundred seventy thousand dollars by the corpus and would have been just under one point six million dollars and so what we would ask for in the second trial is likely to achieve one being the promises that were made in two thousand and seven that around the time the contract was entered in her she didn't enter into an argument there would be if there is no written cause an alternative claim if there is no written contract promises needs to the plaintiffs in twenty twelve of compensation based on the sale so the language including i fully intend to provide you with what i believe and any objective person would believe is unbelievable generous bonus from the proceeds if there is a sale if there were a lot of promises here it's unusual to me the district court in in her opinion criticize council for not urging promis nothing more then we have a contract therefore this cannot go forward and then as judgment as you point out after the trial we sort of see a reversal of that of that approach and thinking that it shouldn't need to the primary two thousand and seven we have her saying we have negotiations that specifically relate to the midnight gray and we also have her making promises to the plaintiff saying if we are in the fortunate position to be rolling in the dough i period of time much stronger than he anticipated in part because he was working for he believed based on her as a teacher that ended on the contract that he was entitled to compensation when they reached their goal and that's a big part of why he's stuck with her until the end as long as the defendant as long as the plaintiffs can come up with a reasonable interpretation of the contract that the question for the jury we they have here and there's extrinsic evidence as to the course of dealing with your head here in so many contracts and it certainly never is precludes to go from bringing all kinds of arguments about what the contract mean it everything that happened before in this case it's particularly important because the agreement was drafted that's evidence of her bad faith in the course of this relationship that she did not hide that there was an agreement in our really after this long relationship between it's you not giving him even the slightest benefit of the doubt when he presenting to her remember we have this agreement and then she's saying please send me what you have signs of what you say i have signed and referring to the agreement in quotes is that it doesn't exist the only good faith and case it's easy because she didn't make a mistake that's our position and she said i i i think the jury charge itself was defective in setting forth the elements of the cause of action the jury was never charged with the core element of the that's simply not correct we know that the jury was instructed that the model jury instructions from new jersey between use verbatim the other side does not dispute that those instructions state the elements of this cause of action  reason she thought that the jury instruction should have been given was that she had found there was a contract i mean that there was specific a a contract and she had concluded that the conduct didn't fall within that specifically tailor the breach of the covenant to the language of the contract and exactly what was in titled the person is entitled to under the contract it's implied covenants intended to cover other the reasonable expectations of the we've raised on appeal by the week that standard is correct but in terms of looking at whether the jury has correctly instructed on the law or whether the evidence was sufficient i mean i think she stated standard correctly but do i think that she drew correct john and in order to come to that conclusion you have to give every justifiable in france in favor of the plaintiff according to any rational basis for the verdict the goal should be to honor to serve the jury's verdict whenever possible and it i no objections raised to the jury instructions jury deliberates comes back with the finding and the district court gets up one but i would like to explain what happened and why it happened and what the judge's thinking was i don't think she woke up one morning because i think she carefully thought about this entire process when he took the position as judge sirica pointed out that it never should have went to the jury as a threshold matter that there was insufficient evidence the reason to survive summary judgment was because the district court recognized that there was a potential claim that was advanced by the planes of th difference if she told him something didn't tell him something there's no causation you cannot say your honor that but for the fact that she didn't tell him about the consequences of that his own contract that close them not to receive benefits under the contract that fraud and it never should run to the jury so we know bill we know we don't believe that there is a basis for the good faith claim if you look at the cases cited by the judge and site and decided by the new jersey  bonus and she never raised the fact that oh no guess what this is an asset sale not a stock sale so you're not title i mean after specific conversation mr katz sent her a letter saying we have two issues one of them is you are he was only evidence of bad faith but whatever she said or didn't say had no impact on his benefits under the consulting agreement that's the lack of causation west a difference what she said to him were withheld from him with respect to the contract and she can admissions care missions at the trial and before a trial that clearly shows that the contract was on in the us and he understood it she admitted that miss what a situation where a product was salt and he doesn't participate so he understood what would happen if that was a is over for for all of this he should he should get nothing or should he go back and have a trial on the breach of contract and promis the relationship the business relationship between the parties that encompass the sale of the business or a product down the road and unfortunately for mr katz who understood even under that agreement he was not entitle so she certainly considered it will be extrinsic circumstances and she certainly considered wealthy evidence on as far as reformation is concerned there were certainly no unconscionable billeted here because the dollars oh i was he admitted based upon the monthly payments that he was made that were made to him everyone from from the outset but he was supposed to get something from from the sale at and that seems clear  that in her twenty seven page summary judgment opinion she talks about the back and forth and the negotiations and it's clear how many possibly have expected to participate in the sale of just a midnight gran and if you look at the history to go shish and it's crystal clear that he understood this contract that the contract was under the worse and that he was not a title under the contract it was not a total with the contract to think your honour's i think was easy to lose sight of his the facts of the standard of review that were here on the review of the jury voted to end the review of the summary judgment decision which is that we have to draw all of the inference reasonable inferences in favor of the nonmoving party or the verdict went out which in this case is the plaintiffs we heard a lot about you know facts based argument that the plaintiff understood the whole all the way along that he would never share in a sale of assets or a sale of the midnight brand and we strongly disagree with that and there certainly have it in the record from which a reasonable jury could conclude that the parties agreed to compensation on the sale of either of concepts and health were the name brands so some early harvard negotiations in july two thousand and seven involving a language or its products and skips directly from there to the written agreement which does not include that language inferring from all of that that the plaintiff understood all along that he was never entitle to payment of the sale of the late grants that angry words what happened in september two thousand and seven and we had evidence in the record in this is outlined in our briefs that in this rosenthal s on just to get to some of the other points that my adversary raised and just citing the idea that it was the action of the contract that cause him not to receive any compensation on  like it was some independent act of the contract when in fact there's only two people involved here there's one person who structured the sale there's one person who decided not to pay mr katz this compensation and that's what's rosenthal it's not an independent act of the contract that deprived him from compensation importantly i think the argument that if she had been truthful straightforward with him that she had acted in good faith in this to twenty time period when he was trying to ask questions about the contracts that nothing would have happened he never would have been able to be entitled to the four percent we respectfully disagree with that strongly this record shows that mr katz had a huge amount of leverage in this time period she was absolutely necessary to the business at that time to helping her to the sale he didn't use as leverage to protect himself and rating because of her bad faith conduct because of her promises i fully intended to provide you with what i believe that any objective would believe is an unbelievably generous donors from the proceeds if there is a sale and a promise which is intended to induce reliance people deserve extraordinary payouts when they show loyalty from the start to finish an extraordinary payout i consistent with someone who is loyal and puts the interests of the business first from start to finish she induced him to stay with her to continue working until he gets he did and he wasn't title to a payout upon the sale that