the next case today is ambac assurance corporation st says commonwealth of puerto rico at all appeal number twenty desh one thousand six hundred and fifty seven attorney glen please introduce yourself to the record and proceed with your argument mbak could not prove that it would be impossible to completely rescind the underlying concession extension agreement and therefore under puerto rico law it was never in title to seek the money damages that  possibility well you have to address it if it were to get your claim to damages to some some kind of an imposition on your client that it's not really an issue when very statute that you invoked deals with the issue of the possibility but it's very terms so how can you argue that in possibility is not properly before the court you know it in deciding the yeah i just don't understand judge if we have told the court that we are resorting to that we might lose the underlying court adjudicating those winds might hold they wasn't it was not impossible and we had to resort to other modalities too to achieve our goals which is completely of the contract which we don't want the application of the automatics a judge was limited to the inquiry of whether the complaint is against the debtor as opposed to a rd party subject to the automatic stay so when courts look clarifications in writing we were not seeking to rescind the contract we have no desire to do that judge we're seeking to pursue this claim of money damages through and then that he under section thre even though the nominal predicate of all right of conveyance actions is that is that you're of voiding the transaction you're not agreeing to the transaction you're arguing that it was an under pieman of the value you can seek the property back and ok and i'm going to purposely not answer the question about the status quo because we're in a awd procedural construct during the two years judge when this asset was a property of the bankruptcy state ok at that point the debtor had the exclusive right to bring that case you're exactly right judge that debtor would have had the right to restore that property to the status quo law that is a creditor we are entitled not to retort store the status quo but to get these money damages to put us in the position and we receive the money that we were entitled to as the holders of means when these accomplish the same goal and so typically fraudulent conveyance law is a remedial statute that allows maximum flexibility unfortunately it's not as clear in puerto rico as it is on the uniform fraudulent transfer act  tacked on at the end of that term they only paid one hundred and fifty million dollars plus they got an increase in the in the portion went from fifty to seventy five percent so our damages will be the delta don't want that remedy it's now or remedy we're just looking to be made whole not even made like the hundreds of millions of dollars that we lost as a creditor of h g a and that's the fundamental point here from when you file that lawsuit directly against what we used to i believe there was an injunction sought against the disposition of some of those polls i was not counsel in that case so i don't have the particulars off the off the top of my head but i believe was for injunctive relief and we lost that i believe also because we could resort to money damages just like we're seeking here and then and the and the result of this deal with the highway authority right yes it has the right to collect those tools over forty i believe now fifty years something in that magnitude and we have liens on those toll so it's our that you wish to bring against metra priest i mean even the even the unjust enrichment claim that is that is actually the artes claim you drip position is you should be able to step in step into their shoes and pursue that claim is that correct no judge we had a separate property interest in those faults and that's the fundamental point we're not an equity holder we're not an unsecured creditor most holes were on the defendant's side of the v the answer that question is no is a debtors property going to be decreased or otherwise affected by our litigation and the answer that is no because we're seeking on monetary damages they fail to identify any proof at all that there are they're going to be affected other than these and if i can make just one last point on this leap point if a debtor had a mortgage on their property and then wrongfully transferred that property but without satisfying the lead i think we all would agree that the bank in that case would still have a lien on that property and if the st if the the summer of that property one of the bankruptcy i still have that lien on that property i think the can go after that rd party even if the debtor was once there so i i  platitudes and look at the supporting case law for what they've said because there is no thank you very much  issue has got to be addressed and that an escape probably requires you to consider the relationship between h g a and the trip east and so that contract between those parties which original claim how did the how does how does that outcome though help comes and either of those counts undermine the extension agreement can you talk about that a little bit well i think there's two things here und fell out of the meeting and he's trying to react to the meeting i'm going to let him back and i apologize property of the debtor we heard today that no they clarified that it's really rescission of a transfer that is not st off that's that's not what the complaint says and importantly that's not a cause of action under  and as was noted money damages or available but only when the a balance has established both in possibility and bad faith on the part of the transfer rate and in this case and back cannot demonstrate that those requirements were met now perhaps even more importantly your honour's each of the causes of action that were brought by appellant in its complaint and assuming that there even valid in the st instance clearly belongs to the debtor and only belong action that ambac has against metro p c s the only way that it can get to metro peace this is through the debtors and i'll touch on unjust enrichment in a moment if you will let me but prior to that  it's on winding this this this contract valuable is steep property to to wage t s a and to the extent that you were to rescind that contract or otherwise gas tanks assuming that this is a valuable piece of property this contract interests in order the debtor will presumably want to assume that contract they'll want to continue that contract going forward post their p c and in order to do that you cannot modify the contract a contract needs to be assumed in toto it needs to be assumed in its entirety so that the concept that you can somehow impacted make modifications take a little bit of money away from metra piece that doesn't work assuming that the debtor wants to assume that contract and we have to assume and why taking away its right to assume that contract you or impacting debtor property underlying issue but i think their state and then here in contradiction here ok their claim is that the relief is not possible in some metaphysical sense because we might have the right to left the automatic  say that you know at the end of that litigation there's a gotcha here we're on the record very clearly with you on the record with the district court if that were the issue some would have said ok if you met your complaint that's off the table that's not clarification remove looked at statute seems to make an essential precondition to your right to damages i don't understand how you can do that so if you could explain why you think you could do that in effect we write the statute we're not intent then to rewrite the statute we're recognizing a statutory proof that we're going to have to prevail on when this plane is actually really good and that's the fundamental twenty the statute for itself we failed to prove it was impossible because we were supposed to go into judge wayne's court let the automatic stay on a contract that my thomas expired judge thanks counsel thank you very much that concludes arguments for today the session of the honorable united states court of appeals is now recess until the next session of the court god save the united states of america and this honorable court counsel you may now disconnect from the meeting