there may be less difficulty and this may be one of those cases overturning a verdict after a bench trial as opposed to overturning a verdict after a jury trial and that is because the district court writes an opinion describing the end setting forth in detail with reasons underlying its alternate conclusion and that's where the rubber hits the road here this is one of those cases when you take a good look and a close rock and the district courts underlying rationale compared to the control in law on some very basic simple google principles in this case unlike perhaps the argument before me and looking at the evidence a contract and a handful of exchanges between the parties it's apparent that potential for the restructuring to breach the contract the fact that funding is not a finding that she account bided the contractually required  all ration from the employment issue with the parties we're trying to do i said this is it and when i say this isn't a mystery when i mean by that is this is not something the fact that i'm pushing back against that is that the restructuring had taken place why that does not matter judge schwab it may have the district court may have concluded that dam mounts to a breach but we have three things going on this isn't just a breach and taken and i think it's laid out very in very detailed way in our brief is that the restructuring for you look at i think it's on page ninety mr chorale writing to the board yes granted the restructuring would impacted strictly a come me restructuring had not yet impacted mr t to come because he like other folks who would be impacted he had a contract they were trying to work out a compensation and  f from the bench at the record j for work for twelve said it could have only been a good reason paragraph that any thinking person would know that mr g cohen was terminated for good reason and in fact because of the july third letter which as a factual matter judge shrub found was quite detail which did provide for the breaches the rosters and were ready the restructuring of the sales force as were all factual everybody was on board they had five full days to cure and what we know from trial is that the defendants only wanted to enter into a new contract it would always have been acceptable to mr g come on this is what is true why third rather said this is what is july twenty eighth letter said that i just want the contract to be respected i want all of the changes that were implemented on june twenty negotiate a new deal but that didn't happen and it got so bad that he did send a writer july third saying ok we're negotiating but just let me know that unless we enter have it been adequate to be considered well technically no and i say that because the july third e mail rejected the july second commissions right from twelve or fourteen percent to eighteen percent but unless he had a commission schedule but what in that eighteen percent then mr roe could have changed it three months down the road so i know that the july ni rider email excuse will be july ninth e mail it polluted to accept an offer that was extinguished on july third so your answer is it would not have been sufficient  court to say that you don't need to meet all the technical requirements in a notice but now you're saying that the july ninth e mail if timely would be sufficient to cure is but between july third in july eighth and maybe your order maybe the night maybe the tenth who knows if they said ok on things go out of hand here we're going to respect your agreements that be a different case that that never he testified in his case at j a five eighty three that he didn't remember whether it was mr whoever mr ball but they said we've already ruled out all of these changes and it would have been impossible for us to make a increase a salary it went from eighty nine to one hundred twenty and the reason was raised was because they implemented the changes and so there are unquestionably is a requirement of notice is that a legal conclusion hurriedly factual conclusion it's a factual conclusion drawn or in the reason is whether a contract is whether  material or not is it is a factual conclusion and would judge rafael was in the defendants never really were able to point to any evidence in that brief was that they never even wanted to cheer there's no evidence and i appreciate that appreciate being able to answer the questions when they usually do with rebuttals tell everybody this is going to be really disjointed not elegant i'm just going to read five points brief points that i have here i think it's interesting i asked the court to look at page twenty nine thirty of me at the least brief telling precisely the point that we did not know we were in what i'm going to call good reason world as opposed to negotiations world therefore a statement along the lines ask the panel i was going to read some quotes here but i'm not going to do that if one looks both that mr jia comes june twenty eighth letter coming from counsel j a five forty five fifty eight as well as the notice where the purported notice letter ten thirty nine makes many many references to in the absence of a mutual agreement yes i'd like my contract to be respected contract on complied with the notice requirements that's not a factual question it's not was the right red it was the right green and two different witnesses disputing that the letter is there it's part legal consequences of those documents and whether the documents for instance the communications comported with the contracts strict requirements and i will point out i will not respond substantively on the acne case other than to say our reply brief pages i believe seventeen and eighteen containing the very i think it's very good and very clear description of the acme and why acme does