they weren't so sure that mortgage should be on the hook for it but i was i was also concerned as the court raised and i don't have an answer any better than mr hin as to what that does to our standing before the court because i don't want to lose our place i don't want to set this back two years because of as you said that the tail at the end of the dog i  think that his willingness to waive abandon or dismiss that claim is acceptable to  what i think we should in terms of the merits in the event that we think that we do have jurisdiction out of that maybe one other threshold question which is whether the parties have attempted mediation in this case had filled out the acknowledgment of hearing notice form and in fact i thought i had seen something prior that indicated he was submitting on the papers i'm a little bit relying on my colleagues on that point but it did affect my preparation i prepared primarily for arguing our position on our appeal and i believed that and i think i reasonably believed that the matter had been submitted on the and that point is issue of images and whether or not judge russell applied the correct standard at the conclusion that the bible so i don't want to interrupt you before you get to the heart of your argument but i have a point that i want to make sure you address so i have trouble finding anywhere in the just in the bankruptcy courts order oral findings or the district court's written order any specific determination that ms morgan breached the due sherry duty by arranging for the and as part of your argument on you get extra damages for having her breached a fiduciary duty by arranging for the star alone i would be interested in having your point out my problem with this council is you know preachers the judiciary duty and you're seeking millions of dollars worth of damages i mean to think we're in order to proceed on that you'd have actually somebody writing or if it seems that the bankruptcy court thought there was some kind of freeze but i'm not sure how we know that the breach the bankruptcy judge had in mind with getting the loan as opposed to perhaps insisting on the deed be proven not merely asserted or inferred and standing must exist throughout the suit and i take note that mr hines has repeatedly represented that he is counsel for the woman's club but the real plaintiff here is hyde occurs and she completely failed to establish standing at the trial court so we have read your arguments sure i did want to get into the contract analysis but i'll go i'll go to breach since that was just discussed and for some fluidity of argument and again speaking about the brief our  brief lays out in detail from the club's own litigation counsel at pages fifty four to sixty one a somewhat protracted process that did involve the woman's club did involve high ranking members of the woman's club and laid out how the matter got to the trustee of course the contract issues are necessarily intermingled with the analysis of the breach of fiduciary duty because what the board recognized in issuing the trustee to morgan is that they owed her money under the contract it's also undisputed in the evidence that the board approved the contract but getting back to breach of fiduciary duty itself there was never any finding at the trial court of negligence on jennifer morgan's part or fraud and that's exactly why the discussion i just heard among you folks was guesswork and that's not how you find someone liable for hundreds of thousands or millions of dollars why would it not have been in greece for her to threaten to sue if he wasn't given the deed of trust because she was entirely in the contract and that there was a contract in the contract anticipate that condition precedent of payment would have been the club was making money right not making money see that's part of the twist that the court employed the phrase that the author the employer the person in power meaning the club the phrase they used is if money exists and throughout employment law it's a cliche that any ambiguity in a contract is interpreted against the person in power so even if we were to assume that the contract was not for all but instead was based on our writing and that the minutes were the writing these minutes the bullet point a couple of what you say say they  on her performance borrowed money for operational costs so why would we take on only payable only if money exists as part of the contract using your interpretation but ignore for bullet points above are owed money used for operational costs in deciding the terms of the contract even if we assume this was a writing memorializing those terms was still say were go outside the contract to go up to those bullet points and i would also say that yet another ambiguous term operational costs i think it's been so if it's  that if there was a contract here it could only come out of the need other than borrowed money i mean isn't that a perfectly normal line well we go through about a couple dozen pages position that the minutes are a written contract or is it your per your position that there was an oral contract between the woman's club and your client we believe that the minutes that have been judicially admitted in paragraph thirty nine of the st in that it complaint reflecting contract that was entered into between the board and we're not talking about  is it your position that there was a written contract and that basically the minutes are the written contract or is it your position that there was an oral contract  think i would probably combine the two but i would say the minutes reflect a written contract that the way the board operates the affirmation by the minutes becomes a written contract that reflects an oral contract and  present and the contract passed to and i don't think i think that alone is very difficult to get around when we on our side try to understand what the judge was doing we were trying to figure already said several of these provisions are ambiguous under california law isn't all admissible to explain in an ambiguous written contract and isn't that what the did here i don't think they're that ambiguous i'm saying that the party that tried to take advantage of an ambiguity that they created and taking if money exist is colloquial you take an issue with the finding by the bankruptcy judge that the end of the day was not any political for a let's go back to the base one hundred percent i couldn't disagree with that more and i think all the evidence shows there was board approval and i would duty superior in morgan then it is to vent tassel morgan is is is the person affectively working for free because they're not honoring her contract she's desperately trying to get compensation we we presented authority to the court that showed in those circumstances you have got to honor the contract of employee wages are paramount in a contract circumstance and i think the club recognized she's got a meritorious claim and i still find it compelling that the board was honoring her client contract august september october they're paying her contract and few legal matters that there is no doubt that whatever uncertainty was created by the term if money exists it was created by the board and percival code dollars in cases of uncertainty the language of the contract should be interpreted most strongly against the party who caused the uncertainty to exist so that answers one of the earlier questions about  such as happened with the one hundred thousand dollars to morgan there's a presumption that it was zero and bear in mind it wasn't paid instantaneously it was when the scapel loan came in the scapel loan coming in the parties recognize was money existing and that's important honestly i think going at this a little bit piecemeal i better off just stopping at that point and i thank you for hearing