breach back electric contract and while i'm happy to take any questions you may have on that issue we feel aggrieved demonstrates that evidence the trial was unequivocal about the judge a right that's correct your honor that's correct your honor and you know when mark has they drafted that provision in their contract now they're trying to disclaim it and say that they can proceed under an oral contract relating to the same subject matter and we think that's very important in terms of showing the intent of the parties in terms of the four of these whether they need  conditions which was a separate vacuum and but incorporated into that as just a straight mention that said no amendments are modifications unless it's in writing signed by both parties it also states that the written  t will supersede any prialt prior oral negotiations agreements or promises and also says that there is no to be no changes to the original scope of the work without adjusting certain contract terms first now during the performance of the work under the original contract landmarks president michael shamsi essentially decided that instead of doing these documents in the preliminary form it would be best to do em in a final form and submit them to henry county for final approval and to do  issue of whether there's a binding contract and that's because of the undisputed facts that occurred after that phone call during that phone call shamcey said that he would send  written document or both regarding the additional work and he did so which is a written and then it's the undisputed that mr will receive that written it down and i refused to execute her first learned of it when she received a bill for over twenty four thousand dollars which was greatly in excess of what she agreed to under the original contract as she immediately objected and directed was the sister the sisters testified that that was their primary goal they were right that they weren't looking to get a sub development may made in henry county with this when their goal was just to needed the final plan to do what they needed to accomplish now returning the sequence of events the fact that when mark the parties submit a report written contract or on that subject matter it can show they don't intend to form a binding contract until the written contract is executed and that's the serious case it's not to let party out of an oral agreement that it's made it's not what people will go out of contracts instead it's a recognition that parties when they're orally negotiating a contract  issues and holding a party to a contract when there is just these oral exchange of information and so the doctor in series basically agreement instead they sent this written and then to her with a prior contract saying that any amendments need to be in writing and the written of venom was sent to her with a signature  shand seat testified that he thought it would be best just to go the rest of the way with the final approval you know it in a contract i don't know that that's a decision that you can make unilaterally if you're directing the stop you have to stop mitigate your damages if there are any so i think it bat back just shows that there was an aspect to this twelve thousand and they ended up racking up close to sixty four thousand dollar bill  to the sense that you know there are equitable considerations involved in this case i think that also weighs in this whole boats favor although it's not really an issue in determining whether they form a contract  you there is a number of factors that the series court sets forth to analyze this issue i would just like to focus on the last one which is you look at the conduct of the parties after the contract contract and not only when they fail to objects a big contract vote but it also requires that they took affirmative action is consistent with the contracts terms indicating an intense excepted the contractor did anything consistent with his terms she did not perform any service is required under the contract she was not communicating with when mark encouraging them to was sending her documents but they never specifically said this is the this is a piece of work performed on the written addendum contract they would just submit something that sa no at that time i believe your honor that they had room but they had finished the work on the preliminary flat that at the time of the july twenty second phone conference this whole world didn't have that the they were referring to what needed to be produced under that contract is that the liberals she had not received any of that ye point she directed that they stop this efficient work the reason she thought that was because the original contract called for an estimate of fifteen thousand and she received a bill for almost twenty five thousand how was th provisions protect both parties in some respects of that kind of thing but the fact is i mean i just don't understand explain to me how you get by your contract that says no changes are going to be made what was t they were going to do a final plat and get that approved by henry county that it that's just changing the scope of preexisting work it's not creating a whole new contract on separate subject matter therefore it isn't just in the men men know i think that's what counsel just stated yes but and then if that's the case then it is just an amendment to the original contract it's not a free standing contract in any way forcible contracted you to do this additional work the second point just as far as whether you've written and then them served as just a memorial ization and again the record doesn't show any testimony that's why that document was submitted and if you just look at the face of the document itself it doesn't say anything like that and it has a signature  inference there is that it's intended to be executed on their own finally counsel mentioned his waiver argument the intent of the parties and whether they intended to be down by an oral contract was raised hello we did argue that there was no meeting of the minds because she refused to execute this written and then them and the current the original contract said that the amendments have to be in writing and therefore up you know well whether there was a meeting of the minds as a matter of the parties and and