bit all that all right ok now i'm sure you've heard this earlier but if you haven't we'll allow each side i think fifteen minutes to present their arguments of trying to tell bach and you may save out some time s m g took the position that because those amounts were defined in a contract with morale as discounts or rebates that that is the construction that should be applied by the court what could you not i'm having trouble finding the other provision that relates to these parts where they are the other provision being for point to your own i don't know the provision relating to the price that the s m g t i just wanna make sure this is this is the ninety seven letter that we refer to i'm not talking about the agreement between the real and they  vision is actually fundamentally irrelevant because the trigger right to what s m g was entitle to receive here is what was actually paid in bath to need that their right is derivative from they are not because because of the grievances plainly says royalties these are business people who deal with millions of dollars worth of goods a year and should we hold them for what they say well absolutely not your honor because here first of all they are the captains of their own would the lawyers choose to change the language in one thousand nine hundred ninety seven agreement and it's a general rule you can't go into parole evidence to explain what would otherwise be  ambiguous term and that's what the trial court held it helped that in this ninety eight ninety seven agreement there was a change in the language that's usually done for a purpose so i mean in terms of summary judgment in terms of even trial generally speaking you're not allowed to go behind a document and put in for all evidence about what it supposedly means i mean that's kind of basic that's actually your honor that does not apply in connection in the new york law and this is very very many other things i have a question about that under new york law you generally don't get to go into parole evidence to explain menas of a contract is that kind of a basic principle in new york like it is here or not it's a basic principle in new york as to contracts existing between counter not going to start rewriting this language for your people without ignores new york law entirely and i also don't know that it does really well i mean and it was pretty basic the cases that have been cited as part of new york law pretty much say that it would which i think that's kind of a general provision of general statement of law where you are you don't really get turps to abstract you interpret them as written the parties choose the words so i mean if you're on with others like even if you were they say that we're no longer responsible for paying royalties what is that about tell us well because at the time you know to the extent that the party first of all there's whether or not a discount and a entirely separate agreement that exists between the parties that does express the reference a ten percent wealth from which that provision reasonably could be drawing a distinction between so we're still going to do fifty cents here and that's that is no longer it nine hundred ninety seven was there a change in the basic agreement between  and whatever and fs i have been in the take from this fight and morel that suddenly this ralph i'm saying that right they were no longer going to be able to sell the spices to third parties that was going to be taken back by nathan setting right just as right or so there was this change prior to they have this other agreement that allows for the sale by mirelle to various third parties for the spice to ok and that in this ninety seven agreement that the parties for whatever reason decide to make a big break with the past with the language and they say and this is a big change too in then they do that ninety seven when they came up with the new agreement which hold back nathan's of it gave nathan back its control to self to other third parties and the real sort of left out i would say that they are a big change in the of that is not speaking to the performance that i'm referring to the performance i'm referring to is quite specifically is representing to people including the federal government who is applying taxes differently to royalties and discounts rights in fact these payments point it wasn't consistently forty percent but they're entirely there's nothing that that fact alone yet says in terms of that these amounts are the parties to these contracts if they want by the space manufacturer and rai which would be the price he'd to nathan's ok so we do have to look at this in terms of the  royalties in other words so that it is kind of significant that these a fee this s and t you know whether this provision aap whether these amounts are royalties not you know you don't see that i actually don't see that ninety seven dream and my occasion subsequent to that continually referred to these changes as not royalties but rebates well actually the evidence shows that they that made it into her to it as why they changed the language what's in the record is that you know there was some distinction being drawn from between the ten percent of the buoyancy is and your honor had previously read up the fact but why is nathan's receiving it you know directly when back this is how it has happened in the past it's received ten percent they're drawing a distinction from that fire practice changing the way that they're doing it but the reality is nothing else changed and the fact that they don't go back and change this  two ways that section four point two contemplates i'm going to use the term trigger event again one day is when there is a transfer of power substantially all of the assets and the business or another disposition of the or whether we talk about whether this was a forty percent transfer but what of the morning the century answer your honor of the road hour of the manifest weight of court heard the facts about whether these prints actions real right because in my view the you have to look at the intent of the parties here nobody's really disputing that nobody's also disputing the fact that what nathan is trying to accomplish is some measure of protection over its brand it licenses things out so frankly if there's you know identify precisely what was happening here and they did in fact say by the way this is not a triggering a get events in front of four point zero and in terms of the tolling argument they make in every there's a case in their case directly on  believe is the name of it which provides that but you don't get to say that something at the time expired for something if they actually never submitted notice that they don't get to do that as a matter of law well what they're saying we're doing this but record blacks were chasing them around for more information and connection with this transaction for for basically a year the notion that we weren't interested in ascertaining the ins and the outs of this thing which is very important to me and you know it's a lot  reality is they just simply don't get to make that argument as a matter of law this towing and the fact that they you know what our time expired if you don't issue notice that you don't own up to that notice you don't have to do this wishy washy but we kind in ninety seven they've been spun to risk right drug treatment they said you're now only going to buy from us you're not going to buy from a relative or so you're not going to be invoice from around anymore you're not going to have any input as to whether the negotiations are over costs or anything really i mean i'm thinking that wealthy to be able to create a picture and then sell it back to them so they have to give them something don't pay for this right to be able to do it well it's all has with how you want to construct it they don't have to your own or you want to decision that none of this other should be you know felt the pro levels but what he did have that it was all right before him and i just want to say for purposes of the court going back to your question which is we don't agree with what they're claiming the evidence was too i mean the reality is i ambiguity you cave in manufacturing they don't really ever say what the ambiguity is all they say is like sure that's what it says but what we all agree that would mean something different now and a very minor point you say benches which everyone all the testimony was unequivocal is that we got these debt instruments we explained exactly so then what was happening we gave it to him in writing we had meetings with them we gave them press releases that described all these things in the reasons we're telling them this was not because seven there's a defined term of change of control and this we've set it for the page twenty six of our brief change of control in all the case because if you make a specific definition of a change of control you can triggering event i don't think that they would argue that it's not something you're not willing to see it's not a trigger event change of control it's not a change of control for this reason because change of control is defined term change of control is defined as when chemical ventures parkers ceases to happen to control the the the the borg was basically right that happened that happened here's a guy it was a one time of times they consent so they're out of the box and section two point seven change of control they completely ignore it and they have no response to that in their briefs they have no response to the fact that change of control specifically defined they don't meet the terms and it does not allow as to two point seven and the fact that the contract otherwise deals to change of control we do you address this and we make pretty clear that these are not mutually exclusive options here you can you maybe recalculate royalties at the end of the day ratti that they say otherwise i think that's but you can recalculate royalties but that doesn't mean that you can't operate four point two and two point seven so that's how we address that matter and then the last point is there's a lot of references just letting a deal but i just wanna make the overarching point that we were and were able to stop that deal are right is to terminate the contract that's that's what rights we have after we had a fully disclosed trigger about under four point zero and one last point the case that we've that i personally believe explains this entire what it is in fact and not having a non third party beneficiary relying on a separate contract is a sin matter which is i think i want to ask you this what is your cost does not that council said did the morale contract are yes yes short yes but i don't i said to be honest i'm not entirely sure where that would get in terms of you know our entire point is the world that's affected by the contract in the separate universe rest of g is trying to impose a construction that is contrary to the party's performance they say they get six million dollars it's it's quite literally a windfall and i and frankly it leads to an absurd result because all of that money and this is a company that licenses out its brand this is how it does generate revenue this other money is not now it's going to go to ask them jay because as them she gets to decide now morel and not