yes thank you it please the court honorable judges i need to start an apology which is not a good way to start but i noticed in my brief that the case one dash can industry associates i transposed the parties the landlord was the plaintiff not the tenant i should have caught it i apologize it should have happened it doesn't change the analysis ok so this is a case involving the covenant of good faith and fair dealing and the principles derived from the law i respectfully suggest r b s and their fifty one the plaintiff must and with respect to cases involving compensation of course one plaintiff must have earned the effort he had to deal with it was his obligation to remain with the company and help it to him through the recession he did that and what did he receive in response  benefit his benefit was that he had protection of protection was that if he was fired as a result of the acquisition he would receive a five hundred thousand dollars special sailboat held that seven days is seven days in doing so and with all respect to the district court which i have that was not the claim we brought that was a breach of contract claim and the district court conflated it with a covenant of good that's not the term that i understand judge chin to be referring to and of course he's well able to speak for himself it's the seven day time period but we were and i were asking about and said you want to focus on what do you do with that and that your honor and that's what i am trying to focus on because the seven day time period is the contract term within that seven day time period the good faith and if you're dealing provision imply provision regulates conduct and regulates conduct and standards of conduct it's never a new or conflicting time to have a good faith and fair dealing covenant regulate the conduct of the contractual term itself the seven days and that's the whole purpose of the covenant indeed it could be argued that the defendant wants to add a term by taking away the good faith and fair dealing covenant that's inherent in impli practical perspective without application of protection of the covenant the term the seven day term would be rendered superfluous because its answer specially so in cases where one party had complete control yes and that's fine your honor we agree with that and we're ok with that the point is that you control is exercised in bad faith for no reason other than to deprive the benefit and that's not what that's what you can't do because two implemented terms of the contract and that's the case and that's the sales commission cases where you've earned the right to receive it and it's bad faith because the and this goes to the self interest point your honor  absolutely r w c had the right to act in that self interest you had the right to do that but it had the right to act of self interest and this is the holy here in case which is which is very important  a dot com case which is very important you could act in your self interest if it's if it's going to find the correct word here  days for no reason other than to deprive him of the seven days otherwise why would well they had another kind of battle no other president that they were they had in the in the winds there to come here and take over the no that religion that's absolutely right and they and if and they made that decision before the acquisition and they laid in the grass and held it for no reason other than deprived of the benefit and again going back to making the provision superfluous why would r w ever pay him why not wait eight days fifteen days or twenty nine days here and deprive them of the benefit of the contract converse lee why would mr woodard ever agreed with essential time knowing that there would be no reason why he that he'd ever lot has developed way back since wakefield and and gallagher is that if you earn the compensation through work and effort if the compensation was vested or virtually certain  if the party acted in self interest and it was not incidental but the reason why it acting in self interest was for no reason other than of prob you have the benefit you bargained for if you  assert supporting facts and especially in a case where the other party in its had the sole control over doing that then the company comes into play it's to do what case regarding the attorney feet where the client decided not to sign a settlement agreement for no reason other than as judge sheindlin other than to deprive the lawyer of his compensation it's the sales commissions cases where you've earned the commission and woodard was not that he was to bring the company into an acquisition the appellant has cited to nothing within that employment agreement concerning that that was the purpose of the contract in fact the term states if during the term there is a sale of a business as this was an overall employment agreement so that there is no earning of the bone is that he was required to bring the company to an acquisition and then get the sales commission cases are in which when you have a employee who works on the commission basis you know it if the provision does seem a little unfair in other words if he had stayed one more day and wit within the seven days and it was not your your argument is that it may be unfair but that's what they agreed to correct right i also want to address the age where case that was addressed in the reply papers before you do that would you just  type of situation where one party is harmed by its inability to fulfill its obligations under the contract because of the bad faith actions of the other party but this contract that we have is different from the contract there was no the mr wells point is the bad faith actions are on the part of your employer who got rid of him at the right time so that it didn't have to pay but and that's just just basic if those are the basic contract terms there is no other specific thing that mr would have had to do this as i had stated earlier this isn't a case in which he is bringing in introducing the companies for acquisition or he is bringing a customer to the to the company to  allegations that defendants acted in bad faith in track in a state of the client told work that she would accept the settlement proposals that work obtained if they would take a cut in their fee there's no such similar allegations here  states that he has a myriad of convincing facts and these facts are detailed in pitch twenty dollars of the brief is even bullet points four of those bullet points are solely statements that the defendant is aware of the contract the other three bullet if that investor invest with the company even if that person is terminated they invest within one year of that terminations they will make a commission on that there was an introduction by the plaintiff of an investor to the defendant soon after that introduction claimed that is terminated from that employment or from that contract excuse me it is not until two years later that that company decides to invest with the defendant a claim is made that it was bad faith of in good faith in under circumstances like this who so sold in his argument and how how is it how is it bad faith to implement the terms of the agreement it's bad faith when you implement the times of the agreement in bad faith and for no reason other than to deprive the other side of a of the it's exactly the same reason your honor with respect to the sales commission case is the direct case and so forth and you have a car trying to save themselves five hundred thousand dollars they don't have to pay the tax one thousand dollars ounces that afaik it's bad faith when that's the only reason why you've done it when you've made the decision to have it vests before the seven days is up acquisition and the only reason they waited was to deprive of the benefit that was within their sole control and all that you know but council your client either knowing that or not knowing that agreed to seven days you agreed to seven days and had the contractual right to have it done in good faith and your honor this or sold it makes a made two points there so mr roth flipped to try to wrap my head around your argument this is for me in was incidental to a good faith business decision or any other light as well and i think judge chin suggested the good very busy business decision which would be half a one million dollars which may be walking around money for some people but that's a lot my view and that's the whole point that it's a lot your honor because it's a good faith business decision if canning them to say five hundred dollars one thousand dollars was incidental to a different decision in terms of why to terminate him but given that interpretation that they had another guy to come into his place but that's the whole point your honor they knew that before the acquisition and i could get into that no i don't think you need terms of they knew that before the acquisition and that's the whole point they knew before the acquisition that his job was history and they laid in wait and didn't terminate him for the past seven days a reason other than to deprive him of the benefit which was in their seven day period and waited for no reason other than their prime if they told they did not have to stay to raise ended then as i read the contract they didn't have to state a reason why they terminated him but we now know the re has long since expired our clock is not working perfectly but thank you both failure argument well reserved assess and thank you so much for your time here