that holds that when an arbitrator makes a determination of liability but does not fix the relief then we have a non final award and the district court does not have authority t review that decision and that is exactly what happened in this case we had an arbitrator this is an arbitration that took place in chile and the arbitrator made a determination that the petitioner in this case had the ability to enforce a put right under section ten of the shareholders agreement forcing my client and nine other people to buy their shares in  arbitrator did not however fix the purchase price like he did i mean he just applied the formula that was in the contract why isn't that sufficient and well i mean does he have to actually go through and do th specific math if he explains how to get there and he's showing his work what difference does it make well it makes a big difference for this reason what the arbitrator did was take language from section ten of the arbitration agreement and pasted in there there are a lot of unknown variables in terms of how we do that we need a starting point to do this math we need to understand what is the currency we're going to use when are we going to i mean it seems like it's from all of this seems to be discernable from the contract and from the arbitrator's decision i'm not seeing why there is any uncertainty here well there is uncertainty because we have disputes with the g i on what currency do you use they chose us dollars now you talked about the arbitration award you can look at the shareholders agreement as well and none of those pages will you find any reference to u s dollars this was a chill and wine company it was purchased in pesos if you choose a u s dollar currency and you convert it to us dollars as they did and days after the arbitration award we think that's not consistent with the with the arbitration award it's not consistent with our agreement and these are all issues for the arbitrator to decide and the arbitrator did not give us the guidance the information is not there in the arbitration agreement and this goes to our i'm sorry in the arbitration award for us to do this math and this goes to the other issue that we think falls this case falls squarely within the application of the supreme court's decision issue here in shine which is there are no circumstances where a district court has  ability to delve into the merits of an arbitrary bill dispute and when we're talking about calculating a purchase price on a put right that is arbitrary no one disputes in this case that that is an arb bull dispute and so under shine even if you think that our argument is wholly groundless even if you think as i understand your question the answer is obvious it is still an issue for the arbitrator to decide and if it was such a simple formula we would have this in the arbitration award the arbitrator would have done the math instead what happened was  we didn't see any calculations for three years what e g i elected to do was to take their calculations and bring them over here in the southern district of florida attach them to a petition to confirm an arbitration award and ask the district court to do the math and that's the problem that we have we would be having this dispute at all for example if e g i had originally submitted this dispute that let me ask you something i mean it seems to me that with respect to dollars or land money that it doesn't really make a difference as long as everybody agrees or as long as is whether you agree or not whether it's clear under the arbitration order and under the law what the conversion date is would you agree with that well no because you would need i think three things that we would have to agree on we'd have to agree on what is the currency when are we going to do the conversion date which we we have a dispute with them over the so far those two things are in my hypothetical yes ok and so if if there is a determinable date on which the conversion would occur and if we have an agreement as to or if we find there was an agreement and  decision as to what the value of the judgment should have been then it doesn't matter whether it's issued in chile land docked in chile and money or in dollars right as long as we're in agreement on the date of conversion requires conversion is a specific date whether it's breach date or date of judgment but right so if we're able to determine that we don't need to send it back to figure out what the dollar amount should be right oh well i do your hype and that and then you just calculate the exchange rate what you do if that's all if we agreed on the currency and we agreed on the conversion date whichever card right is still converting you great i i i yes it's some point you do have to convert we do need a conversion to or and thank you that's correct but i to answer your question that instruction would have to come from the arbitrator and it is not in this award and so be the date of the converge that's the date of the conversion they they they left and last and last right there is an accepted rule under the law that it's either you know date of preacher date of judgment or whatever the excepted rule might be well we don't know because remember the law here that would apply would be t not the law of the united states this was a foreign arbitration award and the controlling law under our shareholders agreement and under that the arbitration was to lay in law so there is not to my knowledge a specific rule under chill a in law about the date of conversion and if there was that would be another issue we would say say as for the arbitrator to decide there's another factor here there's case law in that when you're talking about a money judgment this was not a money judgment this was an order of specific performance and you can look at the specific language in it may be right that it was an order of specific performance but even so the specific performance is effectively turns out to require sale on a certain date right so why wouldn't we just apply the same rules that we would apply for apply when we have a shareholders agreement that requires a purchase we maintain in pesos now it may be strange that we're here in united states district court in florida talking about or an appellate court talking about a purchase in chalet in pesos but this was a chill and wine company and this is what the shareholders agreement provided i think that you would be right if we as that of the obligation to pay somewhere off in the future after the arbitration the hope with well the arbitrary you have to have another proceeding yes  well yes and what you're saying is you could then argue forever how about when is it that you have to do have to comply or not not forever i think or how to write how long well  the price of the put right and i think that that is what we agreed to that is what we bargained for and instead of the parties coming together and having a conversation about the purchase price what ended up happening is three years went by and they took that controversy here and we say this was a dispute that should have been resolved and still somewhere within ten days well you know the ten days are long go what we were back to infinity it doesn't have to be infinity island as it is in this case according to you as i see it no no judge if you say you're going to go back and what was the arbitrator go to the sign the arbitrator is going to decide how do we compute these numbers how do we come up with a final arbitration award and in order to dance up some date he's got to pick out no we have the da court appellate continues his attempt to avoid an obligation to pay e t i contending that judge scola committed reversible error and confirming a final award issued by a chilean arbitrator and two thousand and twelve the chilean arbitrator had found that the controlling shareholders including a pilot had breached shareholder agreement with e g i and thereafter refuse to honor e g i was put upon it was jointly and severally liable to pay the g i at the price formula set forth in the party's agreement and expressly recited and that award just cola found that the formula provides a clearly determinable amount that was to be paid to e including by appellant as guarantor that's fine last year yes yes judge rosenbaum so technically it does seem like it's an award for specific performance because it requires the purchase of the shares back and so that i don't believe so if we step back to understand the context of this proceeding as just show flat was touching and where the parties war when they came to this arbitration they already had in place a shareholders agreement that provided that if opponents breached that agreement my client was entitled to exercise a part right apart right being that it put its shares out it tendered pursuant to the party's agreement upon payment for those shares to no longer be owned by my  t they refused to honor that put so when they went to the arbitration what my client sought was to be paid and it's reciting in the of what you are but you would agree that in order to be paid your client has to turn over the shares i would agree or that my client has by the exercise of the put put those shares over to be turned over an essence which can happen in the traditional sense of a put by a company extinguishing the shares or them taking ownership i also we've also been clear that if there is any necessity under chilean law or process which isn't part of the award here for them to then do something and additional that we've maintained we put in our papers that e g guy is in position and always been willing to do something more if required to effectuate his client paying for those shares so that transaction has been accomplished as ordered by the arbitrary make any difference if it doesn't make any difference to your position alternately the enforcement of the judgement if we determine that it is a specific performance award by the arbitrator i do think it makes a slight difference i do agree your honor with your point this perform yes and then at some point in time a court says you got to perform well maybe it's the money is worthless by this time well and i since i think that's essentially what upon is attempting to do not only that you would avoid it would avoid interest payments in the interim arguably although if strict for specific performance and not a monetary award the award requires the interest of chillag law said something like this there is a difference between specific performance money judgment we're not going to calculate interest on specific before imus and tell the defendant performance whenever that might be and it starts running at that point in time so that the remedy of specific performance is basically kind of empty compared to judge it for money agreed your honor and i think the arbitrator here and again that they say that it would say it around here and in the states as far as i'm concerned agree with your premise your honor and again here what happened was there was already an arbitration where the arbitrator award that that they pay this money by a date certain right and they didn't do that and so now we come to this court and they're saying put us back in that place put us in the place again of asking us to pay an award that has a determin culpable amount to be paid on the date which is paid or the date which e g i use in fairness in being most fair to appellant we use that date that can't date out that was set for in the award and that's why when counsel argues that there are missing components here that argument is wrong can i ask you a question again i'm sorry that i'm a little stuck on this but i just want understand the mechanics and i'm sorry that i'm asking about sort of tangible things but it just would be helpful to me you've said that when you x or science the put right you sort of put your shares out there where are they i mean not that shares or where are the certificates physically or whatever whatever title there would be where where is that physically located i'd a don't know that you're on or what i do know that is this that the joe school of did ask appellate counsel at the lower court whether that was an issue whether the physical control of the shares was an issue in this case and that was an answer to the satisfaction of judge sc understanding is again that my client client has complied with its obligations by putting its puts out there just by understanding of this whole arrangement put it in american terms you made to put done for them to have control of the shares i don't i don't know what happens between with them is this record which again is a guarantor of that payment on behalf of controlling shareholders there's nothing more that you need to do for them to have control of the shares not pursuant to the strict terms of the arbitration award and that's why it is a money judgment because that award is saying pay them repeatedly says pay them the sum that's readily calculable above but that but following up on judge rosenbaum's question what what happens if they're only capable of paying a portion of the some what what what happens then what shares are conveyed back to the through this put given that the the shares were acquired to different different values how does it work yes that's that's a that's a good question your honor that if that was a concern that they had that they needed to raise with the arbitrator instead they did not do that instead we have an award that specifically and concrete lead tells them that they need to pay he was a guarantor of that obligation their chid to lay in law the entered judge of his question would it not be the case that you would go to court and get a money judgment for the balance due my understanding if unless chalange law at contemp hour and you could put him in the pokey until they paid i don't know they could do that here but you under american law here you'd get money judgment for the balance you could not and again here where we have an award that has that we're enforcing against a guarantor of a payment obligation that is a set amount that the award doesn't address the mechanics of how if and when and finally my client is made whole what happens with those shares because this is an award for a monetary amount to my client if they believe that once they've cysts satisfied that obligation in full that my client has not honored or they have have the puts back they can go and seek remedies court could not use its contemp hour to make them pay it would have to enter a money judgment as i speak for myself that's my understanding of the law had jail anybody on contempt power for debt it's my understanding that basically what you were seeking here as i understand it was up with the enforcement of the award in the district court we're intervening in the confirmation of the order internet and under international law you get whatever remedy we provide i'm sorry go ahead and answer judge shot thoughts question yes you are and this is an international award but once it's confirmed here and this is where i think council is a little mistaken once an international award is confirmed in the united states under the continental case that we cite another restatement of foreign laws it's converted into us dollars unless the claimant wants something different and that conversion is a function of us law once that judgment brought here to our federal courts and the data that conversion is a function of us law not to lay in law as he suggested that if we have firm d the district court you still have to collect the money subject based on the long th circuit just goes determination of that is as is a determination of fact subject to review for clear air he's entered an order they have not stay that order and we have not pursued a min of that money judgment in and through alternative means you know just to follow up on judge polly's question let's say that we have for judge scalia just this is the hypothetical and so the award for twenty million dollars plus is affirmed and the appellant's realize they can only pay you a one million dollars but they pay the one million dollars you still have no claim to the remaining shares that they haven't paid for is that what your position is that my client still has no claim to the remaining share because you've made the put the put isn't the we've put the puts out there until they've made their obligation and hold the shares are not tendered to them the arbitrator did not address whether or not some some of the respondents pay some amount and  some of the award and that's again why i think it's important to remember that what this is as a monetary award from the arbitrator what he's saying and we cite in our papers specifically not specific performance he's specifically saying pay for these the sum shall be paid and again mr carteret was standing as a guarantor of the controlling shareholders obligation to make that payment as guarantor his unnecessarily stand to even receive those shares back the award does not say that e g guy has an obligation to get the shares back to him the award does not say that it needs to figure out a way to address with if some pay and he did not go back to the arbitration panel s that they will they will take ownership of those under that purchase agreement that purchase agreement that they breached on or have you as a by operation of law you diverse but put it in the put you've game's over and keep the shares no and just to be clear this is what i wanted was trying to get clarification on i am understanding that tend to mean that even if you get a one million dollars but you don't get the other twenty seven million dollars plus you still can't get that you still don't have the shares because you put them out there i mean i don't know where theoretically they are but i mean i think is that what you're saying judge joe flat and a award to the court does the enforcement i agree your honor and then you're left with what the law provides for means of satisfy the judge yes your honor and to finish that's why again i would summarize that the arbitrator made clear and judge scola accepted as a matter of review of fact that this was a money award and so what the formula to pay that money that can be done and which we did and then once brought to the us it's converted to dollars under us law and so if we concluded consistent with what judge joe flats understanding of the meaning of putting the shares out there has that it matter how much or how little you get if we reduce this to a judgment not because it is a judgment if we were to conclude that that you would not have any shares regardless of the amount that you received from the appellant's you you would be ok with that your honor i'm i'm not sure i told have to you have to agree to that because that's part of the bargain part the part of the bargain i part of the contractual relationship is that if you allege that there's a breach and you put the shares and you win the award  have to enforce it you have to do that in a judicial for the arbitrator can't send the sheriff out or if you read of executioner and hold anybody can attempt and so you're left with with what the law provides as a means for satisfying the award you agree with that i agree that in the united states we have a money judgment you get a money judgment and you if you wish it wrecks of execution and whatever else other remedies i agree yes your honor we have a money judgment from him yeah you have money judgment you've got to collect it yes in the united states that's exactly right well i mean so you take the risk of whether you can find the money when you wish you the wretch of execution everything else yes your honor ok are there any other that's my view of the award i believe it's a correct view that the award is a money you know what you've got to enforce it in a court of law up since they won't voluntarily pay and yet i agree that's why we're here exactly and that's all we want this court to do is affirm that money judgment that we got from judge scola that he determined it was that it wrecks fares are gone and you've got it you're left that with what the law provides in terms of executing a judge again i can't speak to what chilling a law says to that but that's my what i can imagine well let's put it this way nobody could argue i would i submit the  you're left with with whatever to land a law whatever mechanisms they provide for satisfy judgments to show if i don't disagree with anything you say except for that i'm not an expert on thank you they have the shares and they're still acting a shareholder or they put the shares up well what when they allege that breach and that made up what they're in effect saying by operation of law if we prevail on the on the breach the shares are gone and we're left to the remedy yes but there's nothing that has to transfer the shares to us and there's nothing that  over with before the arbitration panel that your argument well that's that's true we should reverse that this to court and said you back to chile where are you going to have the arbitration we should because they have got an inflated purchase price on the slab whatever the case yes but i i need to stress the fact that yes they do still have the shares and there's nothing that compels them to turn over the shares so we are in a situation where they have a windfall they have a contract better by turning over the shares yes would you agree that the contract provided as follows if they make a put and a lead to a breach and prevail on the breach the shares are gone by operation of law right and that's what the arbitration award has contemplated but that is not what has happened and maybe the way others have your argument is there is no word yet there is no final awar yes that is exactly what we're saying and counsel has said himself there were a bunch of issues the arbitrator didn't address and clued in the fact that he didn't address the disputes that we  have in terms of the assumptions they made about the purchase price now even the cases that they cite with respect to the breach day rule and converting foreign judgments in foreign dollars to u s dollars they specifically the fact that hey this is not an injunction this is not specific performance this was specific performance they want to treat it as a money judgment and right now there's nothing and i know your honor has said that they've already put the shares but they hold them they're still exercising i don't care whether they hold them or not by operation a law they got no interest in them ok but one play prevailed on the breach argument they that's the contract contract was i put him up i legit breach i went shares are gone that's right and lack to us once there's payment but you know we're not at a final arbitration award because we don't have a purchase price the money judgment for themselves while also keeping the shares and i know that you say by operation a contract the shares are gone but they're keeping them and they're using them now we think how are they using them while they exercising their rights they're showing up at shareholder meetings they're making demands of the shareholders that continues and so we have we are in a situation where they have  but the fact of the matter is there's nothing in the judgement that says we understand your point this case is not over that's right this case is not over and i think that even my colleague has mentioned there is an arbiter of all issues remaining