expert record if you look there's a discussion with mr thomas transfer and the question was asked the answer the question was what was the relationship between doherty and the building a kind of look i mean usually with a multi million dollar underwriting every month there's a formal agreement that says who has what relationship exists let me explain what i'm getting at  would expect in an underwriting agreement like this is that the underwriter would act as a fiduciary for the municipality in some respects basically focusing on the talk about the relationship that you just pointed to that people sometimes use the word agent but i don't know if that's enough or genuine issue of fact that without the underwriters it's things i think it is your honor because as mr strength  asking questions appears to be distinguishing between an underwriter and somebody just making a placement and it's not really clear whether in the interim that person is agreeing that they're not acting  integrator or that they need to specify an agency relationship i think if you if you read further down there is a point profile usually when the underwriter takes the bonds off government entities hands the price of which they're sold is entirely a matter of what the market is between the underwriter and the and whoever can solve problems too as long as there's an agency the testimony of mr strand is also very clear that their relationship with the issuer did not change to be one of underwriting until the majority of the bonds three million of the four million dollars worth of bonds have in his words subscribed to by one dollar a week this was a different situation this was not the typical situation that you see in securities fields were underwriter comes in at the beginning and agrees to underwri because in nuveen they had two different types of offers one that was an initial offering and reconsideration they sought to also include securities that were purchased subsequent before they even own the bonds they knew that three million of these bonds would end up where at one delane read they already had a buyer when they when the bonds were issued before the bonds issue they had a commitment from one del these bonds were issued where three million of them were going to go they knew that before doherty became an underwriter already knew that before it bought the bonds there is no evidence in the record of any course the golf course went broke we allege because there were feasibility projections that we contend were not properly done that disclosed that there were problems with the projections that were being used to market the golf course the golf course was built in myrtle creek oregon which is off of i five in the center part of the state so way from any real population center it was designed to be sort of a tourist course and never had a chance to succeed in our view because it wasn't cited in the proper spot and the proper studies were done to determine if it was feasible in the evidence that we presented to the court we showed that there were projections that were harmonize these conflicting feasibility studies and projections we presented evidence to the court that doherty had reason to believe that this course instead of opening all eighteen are willing to engage in in order to find an agency relationship that case was under a criminal standard beyond a reasonable doubt the court of appeals found that jacobs was serving as the agent for marshall who was selling interests in land in oregon jacobs was in california the evidence that the court relied upon was that jacobs held meetings with people nineteen ninety five document which was the unsung and preliminary letter between dorothy and m c b a letter of intent the letter of intent that was never signed apparently never implemented the second important document when you know fourteen might understand that you know what i'm addressing is the absence of any facts in the record that would support the proposition that waddell relied on anything tell ever we have depositions testimony that the relation of the doherty to the municipality did not change a private place vacant to underwrite or until some time after that here's where that's incorrect you are and here's why not you're incorrect but why that characterization is incorrect in the march twenty ninth honor but it has to be a genuine issue dispute there's no dispute here because the other side concedes that it didn't comment until after it was aware that our relationship was not as agent but as owner subject to the terms of a bond purchase agreement between the issuer and the underwriting now if mr strand is mistaken as to when this relationship changed that doesn't create a genuine issue of material fact when are there maybe you might inquire of an expression of interest or of from a variety of potential purchasers of expression of interest in a product which may come to market there is no security pretty clear representation statement by i would tell you that the offer which it received and which it acted originated after march twenty ninth after decision on the offer in fact the first time it was presented to him he rejected the stuff and then later on after looking further at the preliminary official statement and negotiating it he made his decision to acquire the bond as testimony that is so impossible of being true that it should not create an issue of fact that spinning it it's clearly not consistent with the known record it does not create a genuine issue of disputed fact because if it doesn't the plaintiff acknowledges that there's an error in his statement strand couldn't possibly have underwriter until after we got in without us commit well they think it would else commitment until sometime in april or me so a little arrow stranded something wrong he made a mistake and that doesn't create a to add such a claim and that was denied by the trucker when they never appealed that they could have brought that before you i think were clearly correct on this offer not originating in oregon in connection to purchase draft document there is no evidence in the record that as of this date the already had committed to buy the bonds or the doherty had become an underwriter there was no evidence presented to the district court judge wasn't mistaken he knows this because he's an underwriter and an agent and he knows that you get into these deals as an agent market on for an issue or if the deal looks really good and you get a commitment then maybe you become an underwriter