trial and in that memorandum this court found that and held that dumb it's holding in reverse in some regards and does not render the portions of the agreement discussing initial funding or to provide initial funding as surplusage those provisions concerned non exclusive sources of payment not whether age him you know one who receive payment matter came up on a home rule fifty two motion because of our case we could we had no opportunity to rebut that but nonetheless that is that language is directly contrary to the expressed mind which of the subsequent written funding from any source whatsoever from any other person or entity we earned our fee if that was the concern to the parties it was certainly a matter of of it would have should have been addressed in the written agreement  it was a new mom for nova had no obligation to loan any money to part two of four seasons of what happened was that four seasons was allowed to purchase the stock of healthy all in a uniform commercial code foreclosure sale and incidental to that foreclosure sale for nova made a new loan to a new company on terms which mirrored certainly to some extent the loan that had been made to health field but whether it mirrored it or not the long and short of it is health of the four seasons we had no lending obligation to for no had no dealings with the noble at any time and borrowed money from for no but if in fact what happened was there was no cash out of the loan proceeds because in order to prevent help for seasons to acquire health field there was no net proceeds available nonetheless four seasons got what it wanted it bought all the assets of health field in a foreclosure sale and it did it with the years of pretrial statements in which the stipulated facts between the parties were and i was reading from paragraph twelve of the pretrial conference order the letter agreement is a valid and  it came as a total shock at the end of the trial the judge real says there is no contract here and then now to answer your question mr willie had to come up with two million dollars to the table to close the deal to offer him over to go forward with the deal we're in how we were fee based on that because we were exclusive if anybody brought any kind of a lending program that four seasons accepted health field and that's exactly what has accomplished the record was also clear that we didn't fact bring another lender to the table we brought heller financial which wanted to share its own record which we wanted to share a new facility with about what the for nova deal was all about and we think that it's really an issue of law that we all of the for nova loan documents and they were extensive and the foreclosure documents were receiving evidence it's addressed in detail in from no so we didn't we don't know the district court did not did not address any question at all about the effect of an over because the the district court with all due respect with part of the fact that it was mr when we who brought two million dollars since there was no contract between each other we in four seasons there was only apparently he said there was no contract or thousand one him them and four seasons entered into a written agreement a true copy which is exhibit a the people conference order her graft and the letter agreement provides the plaintiff would represent defendant in its efforts to secure senior secured really a case that the court didn't have jurisdiction and that's exactly what judge real said and in ruling on mr kim's motion i'm reading from page forty nine of the of the willingly doing businesses four seasons was all i could find in the eminence mr kin goes on the court it's not a technicality the court the company was not in existence at that time so how can you paint any liability on a company which was not in existence at the time that the contract is claimed you've been violated or breached it was not in existence mr kim is going on court there is no evidence to me that it was ever affirmed as such after that what we say what we do in our pretrial conference order we were agreeing that this is a valid and forcible contract between four seasons and h o e so as far as we're concerned we never got to trial on the issues that were addressed in the the law so you don't have a contract you don't get attorney's fees that of course i want to just briefly addressed the issue i think i have a minute or so left we of course don't even concede that even if there was a for the proposition the costs are not seen in california was very clear on that attorney's fees are not recoverable costs unless there's a contract that specifically provides for the ward of attorneys to use to one side straightforward appeal there are basically three issues that are pertinent to this appeal first at the district court commit clear air in granting four seasons judgment for the motion for judgment as a matter of granted summary judgment the ninth circuit found that there were tribal issues the fact with respect to various tribes of the engagement agreement in four seasons motion for summary judgment hold on a second all cellphone trouble issues on the basis that a long program which was at issue here clearly in indisputable it fell outside the scope of the engagement agreement this court found that there were ambiguities in various terms including lending proposal credit facility initial funding proceeds and various other terms and reversed basically for the reason that the court needed to look at contested presented by the various parties at trial what the meaning of the engagement agreement was and whether that engagement agreement fairly encompassed the finale of the amended in restated long now with respect to your honor's observation that there was no evidence of what that long was i believe the record is to the contrary the entire loan point agreement and all the stops going to agreements were admitted as evidence and trial judge  review those loan documents and those that review was part of his decision with respect to the evidence presented at trial from mr windley mr hamdan and mr strange that evidence clearly w meant to help explain which particular types of loans or lending programs would be encompassed in the engagement agreement with the judge and judge real was given all of the finale of a long documents and so with respect to what the for nova loan was judge real had a complete record of what that lending program was what judge real also was trying to do at trial was to understand whether the engagement agreement contemplated that the purchase an amended and restated loan which fall out of public for closure sale was fairly encompassed in the engagement agreement and the conclusion the judge real reached after hearing full testimony from various witnesses and after the plaintiffs had rested its case in chief with that yes there was conflicting evidence mr hamdan said basically that we always contemplated that an amended and restated loan would fall within the engagement agreement however there also was evidence including mr wind lease testimony and supporting documentation which said that basically you know under the circumstances in which this contract was formed the contract was meant to encompass only new sources of financing which would help four seasons purchased the assets or the stock of health field and replaced the nova as a lending entity now again of course it was conflicted evidence but that was the mandate of this court to have that evidence of dancing around judge real clearly made it known that that was an alternative ground of his decision he heard two days of evidence concerning how to interpret the contract and well within that contract so contrary to what the appellant would have this court believe there was a full record regarding the circumstances under which the contract was formed and the f was well certainly that is one of the positions that was raised by the opponent with the district court and again that was a contested issue i guess the response to that your honor is he could have done that  the absence of that doesn't necessarily mean that the noble was included the contract has to be read in its totality and under the various provisions of the contract it was four seasons possession which the district was in covenant default that they wanted to be paid in full on their loan there was no indication at that time that from nova was willing to renegotiate a loan or stay in any lending relationship with health field this was the and so your honor i guess to sort of we summarize my answer to your question the entire case was about interpretating what the ninth circuit believed to be a contract with various provisions which were susceptible of more than one meaning that clearly is the reason my summary judgment was reversed on summary judgment for students at the position basically that there's no way that anybody can read the contract except for the way that we read it the ninth circuit found that we were wrong however that doesn't mean that the ninth circuit found that you can only read the contract and the way that he did on  can be read clearly that wasn't the law of the case the law of the case was that there disputed issues about this contract and that extrinsic evidence was necessary to determine how to interpret the contract that the prevailing party would be entitled to quote all legal costs and quote now again the district court was presented without evidence including the verified complaint filed by h requested payment of prevailing parties to attorney's fees in addition the district court was presented with other complaints including other verified complaints filed by hand in the one angle key in others state cases containing  one of the basis upon which attorneys fees can be granted to four seasons however as i mentioned to your honor previously clearly the issue of there not being a contract between four seasons  was an alternative grounds upon which the court found in favor of four seasons however contrary to what a pilot would have the core belief the entire trial was conducted on the several alternatives however the main basis for the judgment was the fact that the engagement agreement and the evidence supporting four seasons based on that case clearly did cause could be found to be excluded from that contract depew himself conceded that the heller proposal was never a basis for him and one angle key seeking a fee and in fact there was absolutely no big avon's on the record regarding any alleged join