before the court here is the district court's decision granted xerox summary judgment on the finance lease as modified by modification agreement by its terms that agreement is a non cancelable agreement that it imposes an absolute and unconditional payment obligation on the lessee there are two key provisions set forth in our papers paragraph twenty four  as a finance lease under article two way of the uniform commercial code either as the district court correctly held either of those provisions or enough to impose that payment obligation in the st instance the lessee can't just say we're not going to pay we're not happy with the equipment we have an issue with the equipment we have an issue with the service the agreement requires them to pay in the st instance they didn't do that and that's why we're here on a say the defendant are trying to argue that it wasn't a finance lease which is wrong for the reason stated in our papers and secondly they're trying to say because it's not a finance lease the plain language of the other provision that says that there's an absolute and conditional payment obligation should apply a so called hell or highwater clause they're wrong on both accounts it is a finance least because the official comment to the uniform commercial code says that if the agreement doesn't qualify on its face and can and we can see that this wouldn't otherwise qualify the parties can agree to that and that's what they did here but secondly even if it wasn't a finance lease the terms are clear in the other provision that says that needs to be paid moving on to the there are various arguments trying to find a way around this all fell for the reason set forth in our papers the  argument that it's a security agreement is doesn't have any impact because the official comment says that any transaction can be designated as a finance lease it doesn't have to be a lease  lease in the st instance and and in any event we cited cases where that's that's been the case then their next argument is that that essential purpose and that really goes to the remedy that's provided in the lease which is that if they didn't feel you can replace the machine exactly exactly and it's completely undisputed that they never did that it's admitted that they didn't do that so that gets around that there is a there is a remedy they just didn't avail themselves of it so the material facts are undisputed on that moving along they they also raised the damages argument that wasn't raised below i don't really think there's a lot there they claim they should've got a credit for returning the equipment but their problem among other issues with that argument is they didn't return the equipment we had to get the judgement before we could go get the equipment so it was a year or two down the line there is a provision in the agreement that will give them a credit if they make it available in thirty days but that clearly doesn't apply and then you know they asked for discovery and they didn't carry their burden under roof forty five thousand and sixty dollars rather to sign any basis for that on the counter claims i think that our arguments on the contract our contract claim largely foreclose their breach of contract counterclaim they said the equipment was in quote good working order which coincidentally is the exact language in the lease that says that the exclusive remedy for that is to request replacement equipment and we are to address the failure of the essential purpose argument and then the nd counter claim alleged fraudulent misrepresentation that was also properly dismissed on a number of grounds not the least of which is that that modification agreement they signed in december th seen included a release and they allege that the negotiation of the april two thousand and fifteen financial financially so it was necessarily released there's a merger clause that says we're only going to commit to what we're doing in the finance lease you can't rely on any extra contractual statements we've also explained why any alleged statements were puffery and they weren't independent of the contract finally  the district court's decision denying them leave to repleat shouldn't be disturbed that's an abuse of discretion standard and i think the district court was well reasoned concluding that any amendment would be futile these are substantive deficiencies in the pleading they're not the kind of thing they could plead around or to correct so if the court has any questions i'm happy to answer them otherwise arrest all my peers and i think we're fine thanks very much