maryland claim it's either fish or foul you can't have both and in this case judge webster's finding that there was a contract and the contract was breached is well supported by the record and not erroneous as a matter of law the client ab con did after the second circuit's reversal in two thousand and nine was to exercise its rights under the contract not to abrogate the contract and you can't say that there was any expectation any expectation of payment contrary to what judge webster found in supporting the internally inconsistent finding of quantum aero it because there was no expectation of payment in the event that there wasn't a recovery that was sufficient enough to pay roslyn savings bank and leave money for the attorneys the subordination this all turns on then the the condition that your client plans principal with your client be satisfied right where the banks have a satisfactory arrangement with the bat there's two ways of looking at it that way i think what your honor is doing is focusing on what's the consequence of this court's reversal and this courts of urso clearly voided the distribution orders and it was clearly inconsistent with the agreement that supported those distribution orders for a particular distribution because that distribution was no longer incapable of being implemented so one way of looking at it is that it voided the two thousand and seven agreement as well to folding the parties back to the two thousand and five agreement which had a clear subordination pr because of the two thousand and seven agreement was a modification the modification being voided you go back to the two thousand and five agreement the other way of looking at it is it renewed as judge webster found the contractual right of abc on to express its satisfaction or lack of satisfaction and it expressed its lack of satisfaction because the debt relating to roslan savings bank went up by nine hundred four thousand dollars is the satisfaction closs object to  louis louis haas was that the exercise promptly he gave him carte blanche you know in a contemporaneous email that's in the record to tell me whether or not you're satisfied with the amount of debt remaining to roslan savings bank but just do it promptly and in this case it was done promptly after this court's order reversing the priority determination and the question that and what judge webster found is that order reordered the debt that was objective basis is very clear under the fifth two thousand and two and two thousand and five agreements as judge webster found the attorney and the client made a deal that they would proceed with the case and any payments that the attorney received out of the interplay or fund out of the monies recovered from the u s postal service would be subordinated to repayment of the rozlyn loan because the client had put up his home and other unrelate property to get that loan which was acquired as the court knows to pay off the us f and g judgment they had put up the performance bond for this project that went south so it's very clear that there was a subordinat two hundred fifty thousand dollars approximately to a million two what was the timeframe between when the first agreement was entered our court issued its ruling which then caused your client to be discerned the second circuit order was made two thousand and nine and the agreement we're talking about is two thousand and seven about two years young and my point is that it doesn't matter that's the agreement that they made  agreement between an attorney and a client and it needs to be enforced this is a situation i don't criticize mr haas i'm not accusing him of being greedy as the briefs suggest sometimes lawyers find themselves in situations where they have a good case but they don't have a client who can pay for it and they make arrangements for it and those are the arrangements he made here in the expectation that either add to the a j award and there were two a j words that he kept that were just hundred ninety thousand dollars in total  awards or out of the monies that would be recovered there would be sufficient funds to pay off roslan and leave money for him and then it became clear to him that because the interest was accumulating that there wasn't and he didn't get as much money we didn't and didn't expect to get as much money out of the postal service as he expected that he might not get paid anything and for reasons which don't matter they agreed to a distribution agreement in two thousand and seven which gave the client his satisfaction right and the client was all together he was paid about nine hundred thousand dollars altogether four hundred sixty three thousand dollars that's in dispute was four hundred sixty two thousand dollars that's not in dispute so even if he has to give back  for sixty three he would pay four hundred sixty two thousand dollars that's correct in my remaining time i would just like to say that mr so clear as a categorical matter that the existence of a contract  as to which there has been a breach precludes quantum right absolutely in all circumstances there's not a case that we found to the contrary or with any other case that was a finding that there's both a viable contract a breach of that contract and want to marry what is its internally inconsistent just last month on april twenty eighth and a summary order is and cold hoover against ready to seventeen west and forcible because it was a mandatory minimum and the court said that yes it's true it's unenforceable court into its terms as a mandatory minimum the agreement is on and forcible but there was an expectation of payment of the lawyer is going to be paid found to be void or on enforceable for some reason here this is a valid and forcible agreement that's clear according to its terms and the only issue judge will is really is there some other spin on what happened after the second circuit reversed in my remaining thirty seconds i would just say that the rest of the issues are about what defenses that have been raised to the finding a breach of contract and in view of my time essential rely on my brief but i think the agreement is clear that the subordination covered both feet burned orally and the contingent that there was no cap on the interest that the detrimental reliance defense doesn't law i because there wasn't enough money you can't say it's a collateral matter abscond whether or not abscond was technically the borrower as judge webster found it's  irrelevancy there was a judgment that had been assigned so that outcome was a creditor and everyone and everyone understood the jury lation chips between the parties how and by saying on the conflict of interest point that's really hard for the attorney to be making that argument now the attorney understood from the very beginning very very beginning that misters and obio had put up his personal assets in order to discharge that judgment that the bonding company had and there's nothing wrong or improper in a close corporation situation of wanting to prefer one creditor over another and the attorney was never deceived the record is replete with understandings that admissions by mr  wanted that bank loan paid off before the lawyer got paid and mr haas did not have to agree to it he could have withdrawn from the case for nonpayment of fees he's the lawyer he went ahead thanking you reserved two question before satisfaction is to be measured by an objective standard we brief that at page sixty six of our brief it's an objective standard and the debt went from two hundred fifty thousand to one point was satisfied in two thousand and seven dissatisfied in two thousand and nine then surely by an objective standard ab khan had to be satisfied again in two thousand and thirteen when have guns family members as family members purchased the n y c b note for eight hundred fifty thousand dollars staved off the foreclosure proceedings and turned an unfriendly creditor into a friendly cr but still across as far as we know yes yes but i don't have the record reference but there's testimony by the brother in law a member of the dubai corporation that he was never going to throw his sister out on the street so yes what about surely a friendly you know you've got to be satisfied and by the terms assuming there's an objective basis he was not sounds fine house not an abrogation because the payment provision the parties are left subordination provisions were eliminated by the letter agreement that was the purpose of the letter agreeing the letter agreement was and where does it say that in the letter agreement the letter agreement states that it's a modification in this letter will serve as a modification to the first amendment to legal services agreement going forward i do know i think there's a lack of clarity as to how  is modified it doesn't say it supersedes the primary well that's what it was all about that's what it was all about and if if there's any need for parole testimony we can refer to the e mail exchange between lou haas and michael's no b o i on july nineteenth a five thirty four in the record where the party's intentions are made clear with respect to satisfaction because the argument is made that the letter agreement was voided by the second circuit decision and they somehow defaulted the parties to their rights under the first amendment we say that's not so the letter agreement was not before this court when it rendered its may seventh two thousand and nine decision reversing the first distribution order the letter agreement that modified the first amendment by eliminating the su nation provision was not declared on enforceable by the second circuit decision it wasn't partially voided by the second circuit decision nor were the specific distributions rendered impossible by the second circuit decision after the second circuit decision afghan had a choice it could express dissatisfaction or it could let things be you're not saying it didn't express dissatisfaction i'm saying i'm kind expressed at kind did express dissatisfaction but they had a choice they could have stuck with the agreement and there's nothing about the second circuit decision that defaulted the parties or somehow the fault of the parties from the letter agreement back to the first amendment says nothing about the second circuit decision that did away with those portions of the letter agreement that replaced the subordination provisions of the first amendment so what was it about the expression of let me back up you would agree that you if there's a if there's a valid contract in place maybe you don't and i need to understand that that you don't get  i understand that if there's a valid contract in place we don't like want to marry whatsoever if that your argument has to be that the contract whatever it was was undone and didn't exist right the payment provide the payment provision but it's all part of one collapse so you argument has to be that the contract was undone by the expression of dissatisfaction yes instead you're really being a carrying out a provision provided for in the contract yes and as as judge wexler confirmed in paragraph forty five of his order we fill this in we fill in the gap notably the letter agreement does not similarly mentioned the e mail that was exchanged between the parties on july nineteenth two thousand and seven just as the letter agreement was being signed that's it a five thirty four of the o the ability to terminate the agreement regarding distribution must be exercised by you in a timely manner if you decide that n y c you're saying that there what the e mail says if i just can i'll answer the question by i'm trying to find the basis are you saying there was an implied agreement that there would be resort to an hourly interpretation is that there is a gap in the agreement another interpretation is that the agreement was that if if he wants to klein's to satisfy the client and have to pay anything it was never the parties intention it's clear throughout the entire you know that that's clear from the face of this agreement it's clear from their decade of dealing dealing with each other it's clear from the trial testimony it's clear from the first l s a it's clear from the first legal services agreement it's clear from the first amendment it's clear from the letter agreement itself that each one of these documents was prepared as a function of address first the issue of objective objective reasonable sized fat satisfaction based upon the events subsequent i just think it's the height of of hubris having put the client in a situation where after ten years of litigation and after dishonoring the reman then refusing to return the clients money notwithstanding these courts reversal and having the client facing a one point four million dollar mortgage foreclosure on his house which is the whole reason they agreements to avoid that to have the bank paid off first when the family comes forward and puts up real money this wasn't a phony transaction when the family comes forward and puts of eight hundred fifty thousand dollars to buy that one point four million dollar najarian takes the position that they should be satisfied because they got away with paying only eight hundred fifty thousand dollars and it's unlikely that the sister and brother in law are going to be thrown on the street  and the subordination was an agreement which contemplated no payment if there weren't enough funds after paying the bank the two thousand and seven agreement had a satisfaction clause if he exercised the said if he exercise it right it is that his faction of the day after it was signed they would have gone back to the subordination agreement as you pointed out judge chin there's nothing in there that says that subordinate agreement is gone it's gone if he doesn't exercise the satisfaction but why would the client at that point in time go back to square one and say oh you will this money when year after year after year every negotiation with the attorney every email every letter was directed at protecting his home by having the bank paid off first thank you thank you very much thank you both we'll reserve decisions matter oh i'm sorry excuse me i'm in the very last sentence of that e mail mr haas writes i'm sorry the last two sentences i had quoted the first sentence before but i'll give it to you again the ability to terminate the agreement regarding distribution must be exercised by you in a timely manner if you decide that n y c b isn't giving you enough you need to tell me promptly so that we can exercise rights in the interpreter action there was always an expectation of payment one way or the other house in a giant was to be paid for the services that it rendered over the course of a decade that churned its clients terminations for default a terminations for convenience resulted in a recovery of more than three million four hundred thousand dollars that grew to more than three million six hundred sixty thousand dollars all of which was used to which is what he you're asking us to say that with that that's built into this so that's what he got pretty sure i understand the question and the point is this going back to the sentence that you read to  yes if he exercised his rights in the your he would have noted your client exercise he would have made an application before judge webster to enforce an attorney's charging lien before the district  and he would have done that he would have done that at a time when the fund still exists existed and before all the monies had been distributed thank you both now we will reserve