summary judgment decision for cook act with complaint i reserve as part of my rebuttal time addressing cook's appeal of the decision on the counter for purposes of our appeal there are three undisputed set of facts that should determine the outcome of this case and should of the terms that in our favor rather than cook st one of the things that acronym was supposed to do under this contract was to get a federal supply schedule contract that's a specialized contract that the v a prefers to use there's no dispute here that under the v a s regulations a reseller like aptly cannot get an f s f unless it a paints a signed letter of authorization from the manufacturer whose products it represents agreeing to allow the government access to its sales records the stated purpose of the regulation and its right in there is to verify that the information that the reseller has submitted in support of its efforts as application is accurate so submitted in the application your honor is something that is obtained from the manufacturer in this case cook obviously the v a wants to know if the reseller is not to use to jack up prices from the manufacturers prices and that the offered pricing it's an offered price that you're giving is fair and reasonable as compared to comparable commercial customers  nd it's undisputed that akron did obtain just such a letter of authorisation from cook not only once but twice a version was signed june th two thousand and fourteen just prior to the specifically grant government access to all needed commercial sales records and the letter was then duly rewritten to clarify that cook would provide quote all needed records to akron had obtained the required letter of authorization from cook before the agreement was signed and then obtained the d perfected version after the agreement was site rd cook did not honor the letter of authorization when the v a sent cook a letter asking for pricing information cook refused to cooperate it also is not disputed that cook's refusal to cooperate with the pricing verification made it impossible all of this was is in the various publications websites at the v a put out this is the way it works and they specifically said that they owe i g could always be participating in doing the audit or the contract officers killed in this case because we were resellers and we didn't have you know it was intended to be  agreement over worth over five hundred thousand dollars and we didn't have substantial experience in selling commercially that increase the chances that it would be you know i g's and in fact your new company with regard to  the cooks been doing business for some period of time yes cook is an established company a two billion dollars company akron was a recently formed company and  e mails to the v a official and jet to different if g l fishes in january and february th again promising to cooperate with the pricing review and then cook renewed once again in reasonably responding to requests for information from the v a or otherwise undertaking any action in aid of akron fulfilling its duty to obtain an f s s contract and quote in its view consideration of the letter of authorization and waters were later e mails to the v a were barred by the integration cause and the no amendment clause but the letter of authorization was an reference in the agreement to cook eighteen akron and in responding to a v a request for information should not have for clothes implying a duty to cooperate and turning st to the good faith and fair and while it is true that good faith and fair dealing can't be used to contradict or substitute for a provision in u c c contract it can and should fill in or imply a duty where the terms of the contract may be cited if doing so would be consistent with the contracts purpose and with course of dealing and course of performance that especially applied here in light of cook having signed the letter of authorization that letter promised the v a that it would allow access to all needed wreckers cook knew and violate its commitment to the v a in these circumstances it's not proper to buy into the notion that cooke had no duty to cooperate with the price review just because that was not specifically stated in the agreement doing that would only encourage the very type of gamesmanship and opportunistic advantage taking that the good faith concept was designed to do away and it's worth noting he not only told two different v a officials he would do it he told akron so after and resubmitted the f s s application he told prime vendors who are the ones you deal with in terms of selling to the v a and he told cook's own employees this is all documented the district court thought that was irrelevant because again it didn't change the fact that nothing in the agreement explicitly required cook to cooperate but what it did do was remove the supposed is supposed to good faith objections cook had to not providing the information in the st place namely that it was too burdensome or that they didn't understand the process or they thought it was going to be something different than it was cooked admitted to realizing that the v a only wanted to see not all of the pricing information for all was only related to and dice could be this v a application was only related to that one division of cook where we akron were the exclusive distributor there was an idea that then you would go to the anothe division and then another division but at this point that was all they wanted to see so when cooke relieved again in march two thousand and fifteen it lost any pretense of acting in good faith but you don't have to go down the road of getting hung up on whether the duty to cooperate had to be stated in the agreement or not there is the prevention doctrine under the prevention doctrine that isn't necessary the common law prevention doctrin is a very simple equity construct when one party two or three an agreement prevents the other party from performing its part then the other party's performance will be  the indiana supreme court in the case of jordan versus indianapolis water company which we cited in the brief stated it well quote if the act to be done by the party binding himself can only be done or allowed by the other party an obligation by the latter to do or allow to be done the actor things necessary for the completion of the contract will be necessarily imply and this case is a tailor made situation for applying the prevention that it was impossible for akron to obtain an f s s without cook's cooperation in providing its pricing information  in other words it was entirely in cook's power to prevent accurate from being able to obtain and f s s what's more cook actually undertook the very odd with that very obligation when it signed a letter of authorization it was for this very reason that the information was not that the information was not provided that the v a issued its no warrant letter to act now in the motion its motion for summary judgment cook argues the fact that the cook may have hindered ackerman's ability to obtain the f s s contract as a practical matter is of no legal consequence were cooked did not have a contractual duty to undergo the audit under the agreement and the district court essentially agreed with but the prevention doctrine does not depend on whether or not the duty is stated in the court in the contract it's it's more aki a stop and you can't claim the other party breached when you essentially blocked it from performing think about it if the duty had to be stated for in the contract for the prevention doctrine to apply then you would never have the need for the prevention doctrine prevention doctrine supplies the necessary imply duty and in this case because they prevented us from performing they couldn't then turn around and use that a please the court i'm not sure i've ever sat and listened to an argument where so many things were presented as being under speeded that are disputed however what i'd like to start rest is just kind of setting the table here a little bit about the parties relationship and i think the best words to use for that come right out of the complaint that was submitted by ackerman at the beginning of this case back in two thousand and fifteen complaint paragraph ten says together an offer that familiarity and the consequent opportunity to facilitate sale of cook's medical products to the d o d and the v a by educating cook on the government purchasing programs and serving as cooks distributor so in essence as earlier as even once the time that the relationship it's fallen apart in two thousand and fifteen and there's a law suit here akron still acknowledging that it's that company that came in with thirty years of government contracting experience and offered to help cook navigate this process separate thirty years of the they said they had thirty years of combined experience they had no experience getting a federal supply schedule which was they claimed thirty years of government experience in this complaint big knowledge that the reason we're here is because they held themselves out as experts in government top government contracting who could educate cook and help them through this process and that's why we're here that's why we entered this distribution agreement and this is the key to this lawsuit and this is what the district court looked at in this is what the summary judgment review should focus on is this agreement and it sa nothing is absolutely nothing about cook submitting to and zero i g commercial pricing audit for you know what it does say what it does say on page nine i'm sorry on page ten it says that and this is exhibit fifteen at trial is also included in this our judgment but on page ten of of exhibit fifteen it says for purposes of serving notice requesting approvals granting authorisations or transmitting any correspondence related to this agreement the eight at addresses of cook and disturbed or shall be a separate blow for cook according to part b of section five on page ten all order notices approvals and authorizations shall be in writing and so be personally served on an office or of the other party sent to the other access to commercial stuff that could not be more disputed we don't have to spend a lot of time disputing it as a summary judgment stage and the reason is because the court focused on four corners of the document like the law requires however what we do know is that we have a letter signed by ron walters we have two different versions of letter both dated june th signed by ron  and with respect to why that's important is because that was important to the v a because of summary judgment there was a deposition deposition exhibit twenty that was submitted and that deposition exhibit twenty that was submitted at the summary judgment stage was from a contact an officer at the v a and it was sent to west pate who is a representative  authorization letter and decades the government has access to sales records between folk and akron medical please read your rifle letter so that government access is granted to all the marshal customer sales record be reminded to also have the letter signed by an authorized officer of the company now why did i start by taking you to the page tet of the herds agreement because that says all request for authorization and all of the notices and everything that has to be sent in certain ways pursuant to this contract so even though the letters dated june th akron submitted monet's latter to say well  letter that was signed by ron that has just a broad generic blanket statement of any and all records that you need that was signed after the contract well if it was and in my counter claim after the trial over here and it's really hard to do that in this case anyway and the reason it's hard to do that is because we basically tried the same thing twice even though summary judgment was granted in our favor on actors have trying to show at trial that it wanted to introduce these authorisation letters and all these other things in the defense of the counter claim and so at that trial what the court found is the finder of fact is that  the document that was sent to ron for signature after monet graben since e mails at exhibit twenty had said you have access to all commercial sales problem to have signed it because that was the premise here we were applying for our own federal supply schedule they were going to use various sales they were going to use their experience they were going to get their their information and the fact that it says are have a regulation out there that says that the that the reseller of a crop of a manufactured product is supposed to get permission to have access to commercial sales well according to paragraph ten of akron's complaint they were going to educate us on things like that that's why they were there and so what they court that maybe maybe you should apply the duty of good faith and fair dealing but you know what your honour's this court has said that doesn't provide an independent duty it has to be a duty to do something that's in the here or maybe you should find it's implied by the regulations well as judge lawrence correctly found the regulations put a duty on you akron to obtain the authorization and you know what you should have done you should  monet robinsons request for this letter and you should the senate pursuant to your agreement page ten a and b and sent a copy off to cook in its general counsel and let them determine even saw it he testified at trial ron never even saw the letter from monet that asked for us access to commercial sales what ron got was a letter that that says i'll give you anything i need to do to get to support the war of war and enron signed it verification so in order when when mr guess what was up here he was telling you well we were supposed to under the regulations get access to the manufacturer's commercial cell records and he says we did that because cooked cook signed a letter of authorization and my answer to that is ron walters and a county executive who isn't authorized to sign that letter signed that letter and monet robinson from the v a who is asking for this letter about there is ation and recognizes that it should be set and signed by an officer and the contract recognizes that if someone's asking for authorizations related to this contract you should send it to general counsel it wasn't it wasn't the trial testimony shows and that it wasn't done correctly it wasn't done right like so many things with respect to this deal and i want to talk about this prevention doctrine idea here's what bothers me about that cook and in this contract you'll see cook in tessa pay to increase sales akron and cook through their discussions have projected that they could increase sales twelve percent one year fifteen percent another year twenty percent another year by giving these federal supply schedules and by working together there is no benefit to cook that this fell apart that's why rahm was trying so hard he was trying hard to get is you know how can we get the federal supply schedule he was trying hard to salvage the relationship at the end we didn't want to have to terminate the agreement he wanted wins here but the fact is that what we have is a start up company that essentially did nothing that seeking millions of dollars for doing nothing and blaming cook medical for not understanding that audit would be required that is never negotiated into the contract and that was not clearly disclosed by the folks who are claiming to have thirty years of government experience and who in their own complaint say well we were there to educate you on this really difficult process so because we had no experience with i'm sorry north new experience with turned out it was contracting to like maintain floors in government buildings or something like that but this was this is different this is government procurement this is what we needed was an expert who could it vies us  regulations that now cook or akron wants to read into our agreement even though the only thing that the regulation does is put a burden on akron as the reseller to obtain access to information and if they truly wanted to obtain access to the information they should have followed their remit and sent notices to the proper people to do that i mean this is just an unfortunate cooked cooked didn't breach the contract actor and did breach the contract but it held a trial and you'll see from the record that akron tried everything it could to get as much of the summary judgment evidence back in front of the judge to try to get him to change his mind thousand dollars we could never be made whole but it is the one amount that we know for sure that we extended to akron and we did so contingent upon them obtaining the federal supply schedule that's what the word 'm happy to answer your question but what you answer the question right no no nobody won if the contract states nobody wanting court i mean that's absolutely true is absolutely true but what we're saying is we think that the court was correct in finding a summary judgment if the court if this court sees that there was some error on any grounds and summary judgment is should remain and for further proceedings i think akron wants the court to your honor majority of what this caliber was talking about was not in the record and some rejected this was what she's raising hell it brief but it was not in the record and summary judgment and that is not proper if she did in their brief and she's doing it now all of these explanations are justifications why they didn't have to honor the letter of authorizations that mr mr walters was hoodwinked that we didn't tell them or educate them enough this was this was after the fact excuses for not cooperating the argument that she's making  about that we didn't give them proper notice that that mr walters was not an officer that their joint general counsel didn't get notice i don't know why they would get a notice a general counselor would get notice of a a letter or an he never did that i think are a little bit over time for you i don't want to cut you off but i mean for you to wrap up i would just say one thing in terms of the counterclaim i would say it's the height of chutzpah for act for cook to sue us when they prevented us from being able to get the v a in other words adding insult to injury we want damages not only do we