my time here today to accomplish two objectives one before you get into that i have a question about your pleadings diversity jurisdiction history there are no allegations in the complaint with respect to anybody's the brown brothers are all in the individual defendants are all pennsylvania residence residence and there's a pennsylvania citizens excuse me and this this case obviously involves a five million dollar deal conversations with my client your honor and the arguments below i believe that all of the defendants are pennsylvania citizens the individual defend maybe lost in the analytic intricacies of the briefs of course as a scored knows this story must be viewed through the lens of three general rules first that all factual allegations in the complain must be assumed as true second that mr karan must be afforded all reasonable inferences that can be drawn from the complaint and lastly that this court can rely on judicial experience and common sense when making it determination i was actually involved the proverbial deal gone wrong the allegations and complaints mr karan contends easily and for that after receiving a a free endorsement and free publicity from a well known prominent art dealer mr carrion the defendants basically cut him out of the deal by refusing to communicate with him which is an important point it wasn't only refusing to communicate with potential buyers but also refusing to communicate with him by refusing to communicate with potential buyers as well as i indicated and and by ultimately selling the collection without alleging that we immediately took those steps to bring purchasers to the defendants and to lay the foundation for a deal then the defendants cut off all communications and refused to reply again to mr karen and to potential buyers and with this is all clearly ledge in the complaint and the trial court respectfully misapplied the pleading standard by holding that we need to allege a  specific date a specific buyer a specific location and specific terms and other specifics when ultimate deal that occurred simply put based on that based on the specific case law that addresses this particular issue we contend that merely alleging how the contract was breached and that's more than just alleging that the defendants breached their contractual obligations which is the middle of generic nonspecific arbitrary allegation here's much more relaxed how they breach the contract we lead that they cut off all communications with us with potential buyers we allege that they ultimately sold the kind soul of the collection without paying us our fee crucial crucial fact we contend here that that interpretation that that caused the contract is overly overly inclusive that all communications does not necessarily equate to negotiations yes the defendants could not negotiate however holding that they cannot communicate in any way not only with the potential buyers but also also with my client is just ignores the practical realities of a sale like this your honor realistically of five million dollars sale of vintage photographs would require showings of the praise all those other interaction between my clients and potential buyers know my client never had physical possession of the of the photograph so he can arrange  those inspections he needed to communicate with the defendants and that's three i know every contract cannot specifically spell out all of those little practical nuances of how the deal is going to get done and respectfully your honor we believe that the mere prohibition on to go sheeting a sale exclusive of mr kern is not the equivalent of all communication of not being able to communicate and all including responding to last address the request to to challenge the denial of leave to reply first with respect to the covenant of good faith and fair dealing as a breach says fourth pennsylvania law is very clear that under pennsylvania law the covenant of good faith and fair dealing is to be narrowly construed it attaches only to existing contractual obligations and it does not add new duties in this case there was absolutely no provision of the contract that required much less contemplated that brown brothers would communicate with potential purchasers accepting that allegation as true and what would coun brown brothers for communicating with the potential purchasers both during the term of the contract and for a period of two years following the contract as we know it in our brief so it's not just cognizable under pennsylvania law turning to be claims two and three at the alleged violation of the exclusivity provision and the alleged unilateral abrogation of the agreement the district court and that he would be the one who would be communicating with these buyers at some point does it make sense for the problem of those to want to see the potential viable or talk to communicate with the potential  it my client's agreed to lower the reserve price to five million dollars so really so long is that that deal is consummated for five million dollars karen had the discretion to conduct the negotiations and  the contract noting gauged parties in a bidding war to get the highest amount he could above five million and then he would get twenty percent of that that fee just doesn't make complete business sense to me  is what it is yeah i would agree that it's certain way but i don't know completely what was in their head when when it was all being negotiated turning to the merits of the violation of  recognized that under of under circumstances there can be these pleadings made upon information and belief there's been required to be factual support for that information and belief so that it's not simply speculative  and with respect to some of the arguments in the reply brief that brown brothers has tacitly conceded that a sale occurred by not sitting submitting  affidavits we believe that that this court's precedent is very clear that had we submitted an affidavit to the court contesting this that the court would have erred if they had considered it and that is the only reason that an affidavit was was not submitted and while we submit turning on that point just as a ministry of matter if and when we issue an order asking for an affidavit or further information in the same we will but if we do branch you can be turning to the see i'm running low on time i'd like to address the argument that was made on page thirty four of the  district court appropriately found that granting leave to replayed in this case would be futile we've been provided with no facts either in the district court or on appeal that would show how these deficiencies can be cured and as the mo counsel first with respect to the good faith claim in the necessity for a specific do need to be linked to that claim first of all i want to point out that is it's somewhat illogical to argue that that specific duty has to be identical to the conduct that is the basis of the good faith claim because then there would be no need for the good faith claim it would you could be just a legit breach of contract so for here for instance we allege that the defendants breached the duty of good faith by cutting off all communications with in addition to us potential buyers the defendants reason argument that no specific contractual provision required them to communicate with them  waive those rates and then reaffirm the contract so even if that is the instance it's moot within mr cares proview to continue on with the contract even if it was breached in that respect secondly your honor that that provision cannot be read so broadly as to completely make impossible a sale if if mr if the defendants don't have to communicate with potential buyers not even that doesn't even address not communicating with the broker who's supposed to be the conduit for the for these communications a negotiation if you can't communicate with potential buyers then they cannot just wind up practical logistical necessities of a sale the scale they can't they have possession of the collections they by they i mean the defendants they have control of one inspections of her one appraisals occur of when other showings occur so that provision of the contract seemingly seems to suggest that the defendants cannot affirmatively contact other potential buyers book or read in the context of the larger picture we argue that that mr carrington way of that and that just would ignore the practical realities of the sale lastly and briefly your honour's the kind there's three specific and two specific contract provisions which is one the contract contemplates the buyers would be brought to brought to the defendants and would be introduced to the defendants that one hundred percent in our view and card to place that the defendants would ultimately have to communicate with potential buyers in some way shape or form and lastly the benchmark decision supports that the frustration of a brokerage agreement supports that claim thank you your eyes you very much mr thank you both for