incident bergen i notice they did it again here they said here's a lot and that goes our way too but if you actually look at one and we supplemented it we did the tentative in the final and you read the two together what happened a lot and as the court said i think it is reasonably susceptible to both ways that's not a frivolous thing to do to take that out of out of a terminations because we had johnson girl johnson the head of agency in one nine hundred seventy seven saying terminations is never approved without right to the agents telling them what to believe that's the purpose of his article the other one was an internal the agency executive manual but in the internal it was kind of interesting they said well what we did when we switched this contract is we made it we couldn't kind of a for cause contract with flexibility that's the way to trace it so we had all that and what state farm hair on its  seems to me almost impossible that the court can so i can envision such scenarios that would arise from your evidence in fact i guess i would look at it this way they put joselyn if i can use my phrase backward if everybody's coming toward california which is where i like to look at it they're all in stages of transition in north dakota so when it has moved in actually we got a two to one panel decision there and i have never went to them back got turned around refer to a line of well developed cases yeah terminations well fine but you know you can use one contract power to gut the rest of the contract and that i decided to do it was not straightforwardly the straightforward thing to do would be to say all right we're drawing from the homeowner market in the california drawing from the homeowner market in california that products off the market they can do that and they can stick it right back on the homeowner business or maybe we're going to let you go one and it was ancient by ancient by age now you can see the problems this causes right away one agent got a thousand policies one agents got five thousand and they both can go up a younger guy thanking on his growth just took out a mortgage had another child the other guy has been around a long time just writing on the commissions you can see all the inequit and you can see the damage that is done to somebody who's built a whole business life on the idea that they will advance their business commensurate with the available potential which is what the contract says we thought that was a breach of contract for wonder writing rules and they said underwriting rules includes telling each agent which applications will take from time to time regardless of the risk that's not underwriting rules and there is a conflict in the evidence our expert mcveigh business judgment rule now finally that we have what is again technically a back up theory on this count but here the backup theory is is pretty strong both governmental business and private business the baldwin usual example in alabama they had used so you know there's no hidebound principle that they can't use it and all the excuses they gave as to why they can't use that here were taken out by a very comprehensive set of admissions none of that is backed up no injury no nothing from their previous use of this but here they don't want to do it and then you have the very interesting position right is the guy who's and then explain why you can have the covenant anyway and see what the person might not work but see give a better case on the second one on the placement of business yes there's a fee and like coming of good faith radio and deals with that you were able to show that it was exercis the court when the district court was called upon to construe state farm's contract both as two terminations and as to the exposure management program he was not writing from a clean slate on  we have all the cases that were reported and since that time we have the drum case again another california decision and for purposes of collateral stoppel of course the question is did the court abused its discretion in refusing to apply course in california and some of these plaintiffs are from california or california like states some of them are for plain meaning states now for the plain meaning states such as texas court looks at the contract court says this  to eliminate what provisions that are out there mean well that's a good question your honor this is an integrated contract so you can't look at the extremes of evidence to terms what you can do is to look and was do and the court did that to look at the extrinsic evidence to say we agree in the court released you can look at state farm's intent as evidence by the contract first and foremost but i said it is not at the time in the mid sixty's because virtually none of these plaintiffs signed the contract in the mid sixty's with will state farm stepped down and said you know we still think it's quite a good cost contract but we're not going to change the language because maybe nobody will pay attention to movie i saw that more reasonable analysis is money says  legislature there after relax a statute making certain changes but doesn't change the provision of the court has construed principles of statutory construction would say yeah the legislature essentially adopted the court's interpretation the same is true here now let's look at the expense of governance and is that very very consistent with that amount of thought now counsel says well gee they used to say with or without cause and that language was taken out of the version was in place before nine hundred sixty six that's not a new argument that same argument was made by the point of in beyond you and the court said now that that doesn't suggest that cause and here again it was with or without cause it took out both written it wasn't as it was true was the contract invite the court to examine that carefully because counsel is not quite characterize that it does discuss state farm's contract language what it says is you know we sat down in sixty six and we wanted to make sure that we were fair but it has problems of its own we thought about it and said no we're not going to do that instead we include extermination review procedure and procedure that gives us the final say style but essentially provides a mechanism a safeguard so practices that we think are inappropriate we think this person won't cooperate with the company so much that they're going to train the company can go through a whole number of things saying you're not doing the things that we expect of the state farm agent now a judge or jury may or may not agree with that and that's exactly the dilemma that state farm wanted to avoid state farm's that we were going to make sure that there's not going to be terminations that we think are inappropriate from the company's perspective but we are going to retain the final right to this case specifically says you know you don't want to penalize an employer from putting together some kind of an internal program or the progressive discipline or internal review procedure by saying that you can infer from that out this is interesting the one plaintiff the did signed the a sixty contract the one that was at issue and mr keller thomas the one that was at issue in the standard case that was a corporate form agreement and a corporate form doesn't have even a termination review so all these arguments that relate to the importance of permission you don't even apply that contract one of the piece in expense of governance a question and answer session there was put together attached to mr robinson's declaration who's the jacketed state farm and what did that say the question was asked why why don't we include a good cause provision answers no we're not going to do that specifically addressed in state farm's intent good state farm intend that this contract in turn will only for good cause interest no we've got the termination review we think that's a better approach now you say well plaintiffs and those articles made clear they were well aware that this contract was not well contract they were well aware that in fact state farm had in the past exercise that right then of the court after this case was resolved in fact the trial court in that case initially said you know i think this contract to be construed couple different ways ultimately as a matter of law as a matter of contract instruction rule that it was an at will contract take action to deprive you that benefit but want to carry out unless the contract expressly authorizes that action the contract expressly says you can do something and you can do it and the deprives you of a benefit that's that otherwise farm state farm trains the agents with that understanding in the contract creates the possibility though that alternative placement of rejected claims with other characters and it does and in paragraph one g it starts out by saying the fulfilment will be  accordance with the terms of any written consent we may give you so it says you cannot write business with any other major broker except under the terms of the sent state from icac it gives state from the right to say no to your say there's basically there and basically no circumstances under which the implied come in a good faith and fair dealing can apply to that circumstance which you say no you can do so for any reason i can't so there are no circumstances i can say that the now i can and i can envision circumstances where for example a party state farm has said you may proceed to write business for a carrier and agent proceeds to take steps to do that and later state farm may say you know we think this is a bad idea and they decide to change its mind that could be in some circumstances i believe a breach of the implied government but that's certainly not what we have here in fact here what we have is evidence and the only evidence in this record is from state  we have here is state farm say as a general matter we're going to have exposure management and state farm say we train new york state farm agents and we find that it would be very detrimental to our business to give blanket consent to every are clearly in that situation and that person is not going to be able to written fire insurance by that age or the point as a temporary and exposure management was a temporary program a temporary suspension of agents ability to write fire insurance doesn't negate his livelihood it doesn't negate the agent's ability to continue to write fire insurance for policyholders that he has doesn't negate the ability to write existing in future or a business and we exposed management is over that agent again has the ability to write