reconsideration of the town of oyster bay's prius or a motion to dismiss was occasioned by the district court going beyond the briefing that had been presented to it on that motion by the parties and searching the record not necessarily for allegations that could be viewed in the light most favorable to my client the plaintiffs but rather for alternative grounds on which you could base a decision a decision of dismissal which is which is what occurred here namely the corner arrived in iranian's factual a conclusion that the town attorney for the town of who is today was not authorized to sign a certain amendment on behalf of the town supervisor when in fact he had been duly authorized to do so by the town board other result was that that finding rippled through the entirety of the court initial determination of this missile and on reconsideration in light of this fact the district court had to revisit those findings vacate those as the basis for its determination of dismissal but as often is the case ended up finding resolution was not directed at p h l it was in response to a memorandum from the town attorney as understanding and standard proposing that and i quote that the supervisor authorized and directed to enter into a guarantee of payment and performance with s r b's bank so how how how does how is that two thousand and that june eighth two thousand and ten resolution legal transaction an authorized transaction despite the fact that nothing none of the terms of that particular transaction are listed in this resolution we believe that the resolution was crafted in a way so as to give the town board in the in the town supervisor flexibility to enter into a series of these transactions right or wrong that is the way that we believe that the business was going on at the town of our street bake and that someone implausible that the june tenth resolution authorizes town attorney to enter a loan agreement with unknown financiers on unknown terms well your honor it's not necessarily unknown finances and on their own terms the concessionaire had been obligated to prepare and make certain capital improvements and provide certain services that these facilities and the town board felt compelled to assist him and to obtain the financing for the simple fact that he doesn't own the property and can't can't sic use it as security and so to answer your what occurred now here though we have if we look at resolution six o five to ten with basically authorizing this activity quote in order to facilitate the concessionaires ability to obtain financing to make capital improvements it doesn't say anything about the town being put on the hawk well your honor if it's part of a reconsideration motion we also had included additional information that it come out after the briefing from other lenders and that a town board i'm sorry a talent attorney requires is essentially that the that the town approve the contract right if we go back to the to the new york law it requires quote approval by the town board all  contract right yes you know are we far afield at this point where we're talking about resolution that occurs here more than a year before they guarantee agreement goes into into a fact that indefinite as to the discussion as to the sufficiency of the specific resolutions at this juncture at this stage procedurally in the case what we were obligated to do upon the pleading here was to establish not that a contract existed but to plead that we stated a district court's decision in this case is the outlier in to two different state court justices in substantially identical cases with substantially identical loan transactions at the exact same procedural stage using and looking at the exact same resolutions came to the opposite conclusion they found that at the at the stage that we were at it was sufficient for us as as the as the lender to to state a claim and state that it was authorized and go step further and provide copies of the opinion letters given by the town attorney the outside counsel and the resolutions relied upon them to state a claim to get us in the door right the word keeper function that the district court was there to make sure that we paid our admission fee in our take it was was good it wasn't wasn't there to knock us out at that early stage and put an evidentiary burden on us to come forward with different resolutions that may or may not ultimately support the claim and so your honor i think that where this this case got off track was when we start talking about whether six o five to ten to ten is it was within the sufficient amount of time before our loan whether it's specifically references or doesn't reference our loan what else was before the town board at the time those are all questions that i'd love to know the answer i want to cover the fact is we pleaded the case to get in the door and to make that happen but the district court story going into an analysis as to whether that on its face was sufficient and analysis that the two state courts declined to go t absolute absolutely reject in a finding that was too high of a burden to pleading stage so it understood that at the pleadings they the court is permitted to look at documents that are referenced otherwise reference or integral to the complaint and if you have a state law here that requires approval by the town board i don't see why a district court isn't well within its discretion to look at the underlying town resolution or absence of a town resolution and i'm not saying that the court couldn't have what i am saying though is that there were also we got through the doors forced pleading that the authorization occurred whether down the line that bears out is an issue for summary judgment not not to dismiss on the on the misrepresentation point  will find it is it parses as right in part that the purpose for charging parties with knowledge of municipal statutes is to protect the public from giving governmental misconduct or improvidence opinion letter and seeks further assurances in advance of entering into a transaction has an incense going through its due diligence and keep in mind your own of this is not simply us rely on their word that prior to the closing are all our clients also receive  copies of the resolutions of issues sought an outside counsels opinion letter as well so while we are charged with understanding the laws we also had a reasonable justification in relying upon the opinion letters and the documentation given it please the court kathleen sullivan for happily the town of oyster bay town lost sixty four six makes town board formal approval by resolution of contracts with the city an absolute and indispensable prerequisite for the formation of a contract with the city for good reason and it's exactly chief judge katzman as you said reading from parsa as the new york court of appeals told us it's designed to protect the public from municipal in providence and we're also or the same provision requires that the contract be executed by the supervisor if we just look at the text that's it and here it seems you've conceded that or at least it's not disputed i'm not sure if you've conceded it's not disputed that it could still be valid the contract could still be valid even if not executed by the super that's correct your honor undisputed here and under new york law that the power to execute can be delegated to the town supervisor but it cannot be delegated is the decision by the town board to approve the contract either at or in advance or through and that's what was missing here and then the failure to plead a town board formal resolution of approval for the supposed twenty eleven guarantee is fatal and could i start with the new the new york law reasons why my friend says oh we don't have to play it well with respect you do have to plead it under new york law if you look to judge for stains excellent reasoning in the special appendix at page twenty three you'll see that she cites two cases the americans town of hempstead case and the  plaza drive against town of senate case those are motion to dismiss cases under new york law that say that the failure to plead town board formal resolution approving a contract is fail to a complaint under new york law honor we certainly think even if that wasn't new york law it balt really would prevent you from allowing this pleading to go forward because this is a case in which you're absolutely right the judge did look beyond the pleading to a set of documents why because p h l attached all these documents to the record in fact if sorry to the complaint in fact you can look at the joint of panics at pages thirteen to one hundred forty six they attach one hundred thirty pages of documents to their complaint and what was missing there was any town resolution authorizing the supposed twenty eleven contract in fact there are no town resolutions pleated there at all let's suppose then that you know we agree with you that there's not a town justified in accepting that representation rather than making its inquiry so in light of d d j it's a court of appeals case why can't why wasn't the reliance reasonable here so your honor the reliance wasn't reasonable here because the duty of the town board to approve harris speech even assuming that there are speech letters and the mail letter were not the product of corruption which will assume for this case it's on that's being visited in other forums but even if you take those letters at face value harris speech and mayor not the town board and they do not represent in those letters that the town board has engaged in a formal resolution but that but there are agents of the town right yes well  dispute that they are at least at least the town council so your honor here's what i would say that first of all the title meant to rely on the author of the letter if p h l has a problem with the letter they can sue harris speech mr mayor is already under criminal indictment he's pleaded but if they have a problem with the author of the letter that's what remediation speaks to the there is not reasonable reliance on the town board that goes back to it goes back to the my letter the that the town councils own letter  l form a legal issue it does not in a way that justifies reliance and here's why what the town with the man and the harris speech letters say in identical language is the conclusory statement today one thirty joined appendix one thirty six and joined appendix one forty four the toby documents have been duly authorized by all necessary action of tobit but what's missing from that sentence is any reference to a formal town board resolution as assurances about their matter of expertise and at least one of them on question would be being an agent of the town i understand your argument about here is beach why isn't it reasonable for a plaintiff to rely so the answer your honor is sixty four six as a matter of new york one let's go back to a chief judge katz and said a moment ago and judge for a sting goes into this in great detail she cites you three pages of new york law and i would commend you to the cases that she cites in those pages at special appendix pages thirty one to thirty seven and special appendix thirty two to thirty four new york law does two things number one it charges contracting parties with knowledge of the statutory requirements of contracts strictly charges you with knowledge and number two and this is the key your honor it puts the risk of being wrong on the contracting party and the reason is a farce and i see the power of that especially in the breach of contract  but we have misrepresentation of fraud claims here and it seems to me that what you're really suggesting to us is that towns are free to hire lawyers who lie no yours who would go out and let me just finish the question for a moment lawyers who go out and misrepresent the the legal status of certain agreements legal force ability of certain agreements and the towns can do that without incurring any obligation because they'll be free to come back and say well you know under such and such background new york law that this was never enforceable new should never believe our lawyers when they said so so that's not right  if a town lies and there is actually a quantum error case there the rare exceptions that allow the contracting party to recover but the reason why the risk is put on the contracting part and new york law does this very strictly and it may be surprising but it does it very strictly a puts the risk on the contracting party to protect the taxpayer and as between the taxpayer and the contracting party especially sophisticated contracting parties as here in new york law says the risk is on the contracting party and the cases are are legion if you are invited to doesn't matter whether the town's authority came from the lawyer and it doesn't matter if it town's own lawyer or sure that's correct your honor well this is these these documents are facially full of red flags we know that you need a town board resolution where in these two documents that we just looked at is there any reference to a relevant town board resolution and i do want to put the nail in the six o five twenty ten the june twenty ten resolution your honor that can't possibly be the authorization here it's not referred to in the guarantee but even if it were it's referred to in the opinion letters that can't possibly be the author is zation here his new york law doesn't give one town board the authority to write a blank check that allows a contracting party to insist that it has authority even if a subsequent town born a year later hasn't approved it so in order to read the contracting authority of the municipality strictly in the way town law sixty four six requires it may seem surprising but yes you have to say it is not just we believe just for us to incorrectly a town board resolution town where resolutions are very clear things you can look at want to join appendix seven o eight it writes down all the town board members names and puts i next to their names it has to be done in sunshine under the open meetings law and when you don't have a town board resolution you don't have a contract that's new york law and phony it up lawyer letters should not be enabled contracting parties to escape their obligations to do due diligence know the law follow it and only try to insist on contract rights if the town board approved it otherwise parses undermined and improvidence and corruption are protected so if you want to stop corruption by town attorneys you should affirm here rather than reverse changed the reasoning it did not it change the reasoning on the delegation to the town supervisor but if you compare special appendix twenty three with special appendix fifty and fifty one the town board resolution part of her reasoning remains unchanged and utterly reaffirmed after reconsideration so on the contract point just enrichment point and even the fraud point we respectfully request that you were firm is what nothing could be found on remand because if you're looking for a town resolution there are public documents so this is not a case in which as my friends suggest discovery will do him any good there been seven civil cases and three prosecutions arising from these events if there was a town resolution out there that could do any better than the rabbit out of the had of the twenty ten resolution it would have been found it can't be remembered be futile we respectfully request that you  unfortunately were not parties to those proceedings so we don't know whether that rabbit exists or not i can tell you your honor that there is no case and my colleague is not pointed to a case just as the on the line judge do not point to a case that holds that there shall be a one to one ratio between resolution and agreement it doesn't exist that may be their reading that is certainly there or human but that case does not exist so we are again delving into whether or not certain resolutions were sufficient and the nature and quality of them your honor to to to your point about what do you do with a town board or town attorney laws what do you do of a town is making a mystery with misrepresentations while submit to you that as one of her additional grounds for not granting a dismissal at that early juncture because of these various allegations that were still in the air with regard to the cases cited pertaining to  the well that might my colleague of asserted that just as foreseen had gone gone through on her decision as it pertains to the need for resolution none of them deal with with the facts of this case the  gables case there was no writing at all it was a verbal representation made to a few folks where there was no board resolution for to and then there was a moratorium in place pretty pretty hitting cell towers the plaza drive case involved an unsigned letter that was sent to the town to the town that was not countersigned not signed by anybody that is not this case we have a written agreement signed by an authorized person at the town we have to opinion letters from two different attorneys stating that all  prerequisites were done we have a resolution authorizing the supervisor to enter new grima to facilitate loan transaction such as this we are we are arguing about the sufficiency and degrees here which is not appropriate on this stage of the case thank you