was right so the five billion dollars would be paid for one way or the other by from two different but both that were that were the belong to the john to the general partner now what if what if there were some risk that a state or federal depends on whether or not the general partner has to clean this thing  agreement to determine the auction price that the general partner would need to pay they obtained multiple increasingly inflated remediation cost estimates they misled the limited partner into believing that they were interested in selling the property while they were pursuing a rd appraisal without disclosing that fact they instructed the rd appraiser who was supposed to be independent to deduct three  the district court found on summary judgment that the hidden hills general partners actions rendered the appraisal tainted beyond salvation was the term that the district court used and the district court also found that this behavior was particularly egregious because the general partner had previously agreed to indemnify the hidden hills limited partner for the environmental remediation cost that it was now seeking to use to minimise the limited indemnification of really any law on in connection with environmental condition of the property and they've taken the position that we somehow have you know then we will in our summary judgment papers suggested that only environmental contamination and the language in the indemnity agreement establishes as a matter of law that the environmental indemnification are to be as broad as possible and the just record or reach the same conclusion unstated in the summary judgment order that the environmental indemnity agreement and the indemnification provision was unambiguous lee and intentionally rod and the only reason why an summary judgment we pointed to the distribution language that opposing counsel has been focused on was to push back against the argument that they made a summary judgment that the indemnification language was only intended to apply to claims brought by rd parties for example a regulatory order you know you know requiring a cleanup happen or a lawsuit brought by some rd party based on the environment contamination and  mirrors the amount of distributions that the limited partner would receive if the property resold a fair market value and that the general partner admits as much i noted that they referenced the waterfall provision in opposing counsel an oral argument and specifically referenced eggs or record one o five which is the general partner's attempts to engage in this waterfall analysis in that document itself refers to the payouts to the limited partner as distributions because what the option price is supposed to mirror is the distributions that the limited partner would get from the partnership if the property  anymore but the fact is if the option price is reduced by the cost of remediation then the limited partner has essentially pre funded that the cost is necessary to remediate because the general ar has you know three million seven hundred thousand dollars more in their pocket that they don't have to pay for the option price which they could then use to remediate the property is said to the limited partner is actually t v lies in advance for remediation costs that are not partner from any was his resulting from a reduced sale price if the sale of the property was to a rd party because that would result in distributions but if if the properties being acquired by the general partner which is the indemnifying party the party that agreed to provide the indemnity then the limited partner does not get the benefit of that indemnification and that that results respectfully can't be reconciled with a clear and expansive and open j and our appeal is based on two contentions st that the district court improperly substituted his own subjective judgment about the severity of the breach instead of the applying the clear right based on that breach that they were not eased in contract interpretation but rather gave an exercise of equitable discretion and in the limit in the general partner's briefing they even advocate for a more deferential standard on this issue on the ground that the district court was exercising equitable district discretion but as we explained in our briefing you know where our links here there's actually a contractual provision that governs removal it's not appropriate for the courts to weigh the severity of the breach and fashion an appropriate remedy instead the court must just apply the terms of the limited of st that means removal was off the table and the court said well we'll have a bench trial and we'll decide whether removal is the appropriate remedy here and after the bench trial the court found that the breach didn't rise to the level undisputed and all that's required is an application of those undisputed facts to the terms of the partnership agreement and so it really is a question of contract interpretation did the facts that were other question is does that factor give rise to grounds for removal you have to look at the terms of the partnership agreement and the partnership agreement says if there is a breach if there's a breach of article said and it doesn't have to be a mere material breach any breach of article seven materiality is presumed and the only other requirement that has to be met is that there is a reason the likelihood that the breach would cause harm to the partnership and as i said your honor because  court found as a matter of law that that and as a matter of fact that the general partner had breached article seven the only question is as a factual matter was there reasonable likelihood of harm to the partnership and on that point we think that the undisputed facts established that there were two forms of harm that were reasonable to the partnership the st is that the partnership had to pay tens of thousands of dollars to pay for these environmental reports that were then used to drive down the value of its sole asset and so that is a direct tangible immediate harm to the partnership the court dismissed that because the general partner said oh well we'll pay that ninety four all of those are invoices totaling tens of thousands of dollars that the partnership had to pay to the environmental consultants who prepared the remediation reports that the general partner was using to try to drive down the option price and so the partnership in the absence of the general partner trying to engage in that manipulation and breaching section seven dollars jay would never have had to pay those amounts because those reports never would have been ordered and those costs never would have been paid and moreover your honor there's an additional harm because now as the general partner in this any time there's an buyer who's interested in buying this property these environmental cost estimates are going to have to be just close will report that the court found was improperly manipulated reduced the fair market value determination by three million seven hundred thousand dollars and so although we don't have a rd party offer out there that we can compare against it's hard for the general i think it's a straightforward proposition that if a partnership has to pay an expense that the only reason why i paid it was because of the general partner's breach of their obligation is stands to reason that and they wouldn't have had to pay it but for the general partner's breach it stands to reason that however much they paid that they otherwise wouldn't have to pay is an economic detriment to the partnership in a world where the general partner didn't order these reports and didn't charge the tens of did find that it breached section seven point four jay was trying to manipulate the process and having these expenses in connection with those efforts and so i would say that that that is sufficient here to show that those expenses did  economic detriment to the our ship and i'm sensitive to my time your honor i know we've got a whole other partnership to get to i'll try to get through that very quickly because i realize and i'm running out of time here but i'd like to focus on the partly partnership in particular  on the removal claim because i have a very straightforward argument to make about that and then i'll talk very briefly about the derivative damages counterclaims and the removal claim there's a right under section  excuse that failure because it determined that the reason why that report wasn't provided was because the auditor withdrew based on statements of the limited partners expert made in deposition calling into question some of her past analyze whether they were unauthorized at all and relied entirely on the assertion of affirmative defenses and finding that there are various affirmative defenses i'm not going to spend the briefing is i think very complete on the affirmative defenses but the fact is if those affirmative defenses do not apply if the court finds they do not apply then those three categories of breaches were not analyzed and i would submit that for the reasons that are set forth in our papers the other two categories of damages that they did identify were mis analyzed and specifically the double charging of the repair supervision because section four two of the property management agreement specifically requires the property manager to engage in that type of that the general partner was effectively removed from because of their reaches of the contract we made maybe there should have been reduced damages claims brought there it was you know given the magnitude of the amount of damages that issue we were talking about a difference between you know millions of dollars in damages directly and tens of thousands of dollars to the partnership but there is nothing in the partnership agreement are you know hundreds of thousands we are we are searching was there was over closer to a one million dollars worth of hard to the partnership in that case where as in they didn't build partnerships we were talking the paying of these environmental reports we're talking about tens of thousands of dollars and so the harm in the end tax won fourteen case was really much more targeted at the limited partner itself whereas binding because it was manipulated and then later as your honor points out describes that team did appraisal process as a foot fault and so the suggestion that the district court found after the bench trial that the general partner principle did nothing wrong is incorrect as a matter of fact and number two the opposing counsel has argued that the breach for to give rise to removal needs to be material and just th warranties as set forth in article seven here in or shall have violated any material provision of this agreement so contract interpretation dictates that the materiality is presumed for violation of article seven and then the final thing off point out is that an on the establishment of arms of the partnership of the general the district court did not find that the expenses that were paid for the cost reports were somehow not expenses that expenses that were ok for the partnership to pay or that there was no problem with the partnership paying them the district court said explicitly excuse the general partner for incurring those expenses we we cited there's no ability to shore that breach once that breaches happened and it violates article seven then removal is warranted if there is a reasonable likelihood of harm to the partnership that the report reflected th when i would would my clients be returning money or if they had paid those expenses if the partnership paid those expenses and those expenses should be repaid by the general partner because the general partner was the one who ordered the repor in furtherance of a efforts to enrich itself at the to the detriment of the limited partners and the partnership and that's why those costs were improper that's why the general partner i think you missed my question  going to remove them you wouldn't be entitled to the for repayment of those expenses and get from of the general partnership well your honor it's the partnership that will be entitled to the repayment not not my client's own limited partners but if the if the general partner so you would you would be able to get both your money back and remove them the partnership would be able to get reimbursed for the expenses that were incurred that harmed a partnership and because the general partner breached article seven of the partnership well your honor i i i don't blame the district court for wanting to fashion an equitable remedy but i do think that that was inappropriate as a matter of law here because when you have a contractual r provision it's not the court's role to inject its own subjective assessment of how bad was the breach house of your was the breach is really a question and the reason why your honor is because we limited partners enter into these partnership agreements with a general partner they're giving up all of their control they've given them millions of dollars of capital they're basically trusting that the general partner is going to honor its contractual into usury commitments so it's not uncommon at all for these types of partnership agreements to say ok well we're going to put a provision in that says if you don't honor your contractual orford you cheri commitments then we are going to have a contractual remedy and that was the case here there was a clear provision that was put into the limit of our ship agreement it doesn't mean that the general partner doesn't get their economics they're not divested of their right to their economic position as a general partner it just means that they can no longer control the decisions of the