appointed counsel with an insurer is a routine best practice for independent counsel as is securing a mechanism to assure prompt payment of defense fees an m s a standing or even assumes that securing it this missile with prejudice of the go pro action and all duties that otherwise had to fund the defense go through the resolution of that action and that's just not true because the dismiss prejudice didn't solve the problem that when you are in an intellectual property the morning after the dismissal of a lawsuit you have to wake up as three hundred and sixty dollars it and decide how it's going to operate its business and the particulars as to how that business could be operated consistent with the dismissal had to be worked out in that took till almost a year and a half later in to let was resolved to the satisfaction of go pro during that period of time on the train count well fine but even even that was so now there's no dispute that the action is complete and missing the duty to provide a defense as the insured they're entitled to have the reasonable fees that are owed to the counsel they retained and it's quite clear contrary tend to favor had the fees all been paid at that point  know absolutely there's outstanding bills and indeed they have monitoring counsel mr keller and knowledge just to be clear the outstanding bills were for services rendered and defending the go pro case absolutely and they probation that would never be the case by any independent counsel kirkland and ellis would always issue its bills directly to whoever was the payer or when the pay or was one other than the insured by a arrangemen fact that there's a very distinct rule because of the ethical cogs flick that independent counsel has to perform its duties and those obligations are payable as keller  that you actually have some agreement with three g and a had an agreement with three hundred and sixty heroes that we're going to defend you and get paid only by n s a and we're not going to do you balance i'm not saying that that's true but as you against go pro which is being pursued by kirkland in the us and the recovery in that suit is one that we can look to the payment of any fees that whatever reason are reasonable but not paid by the carrier due to perhaps coverage issues and remember we're also coverage counsel and have a right to recover coverage fees in our view to the extent and in any event in any event whether you're right or wrong these are all issues why why isn't there still a controversy here as to whether there are still outstanding bills that need to be paid and to come and and whether there are separate agreements  given the dismissal with prejudice of the underlying action at no cost to free the bill the the bills have not been there are bills that haven't been paid that have been rendered apparently  money there's no invoice there's no agreement on the record between a and three hundred and sixty heroes so you know this hypothetical notion that well we could be exposed there's just no such evidence and so even if you the go pro action but you're saying you didn't directly say that they're actually going to be required to pay those invoices that apple knows you didn't your dentist they didn't they don't say i hold the money and i can pay the crucial part would be the i owe the money that would be the adverse effect this record was in this at least in jest that they might be on the hook in this that's a possibility doesn't that not give them a continuing interest like how do we know that it's not a possibility because there's been no claim that that's the case there's been no evidence of that if you know hitler could have said we owe them money to record all that money he just simply hasn't so so what you know what allegation or tween the kidnappers made could the district court rely on to find a question of fact right there's there's been no claim that they owe money or could all money and so there's just simply no injury you know it's as simple as that and i just want to get t ability i mean there's a party that receives the benefit of the law from services and to the extent there are bills seeking compensation for those services i don't see how they  if them entirely and there were thousands of dollars outstanding there is the ambiguity about whether it's any somewhere related to pursuing the cross claim that wasn't covered and so on why don't they still have equitable stake in the potential exposure because that would be you know an immediate and real injury and so i'd be purely hypothetical and that's just not enough if it doesn't get paid i mean it's possible that there is some kind of a side agreement but but no such agreement was produced either so it at amendment seems to me there's still a an issue there well there's just nothing in the record that would support the know what about a client a client like retaining a law firm to represent it to defend the case the case settles but but as a matter of common sense might there not be  outstanding bills for unpaid for services that have not yet been paid for as common practice when when a client retains an attorney they come going to agreement about how the attorney is going there is no such agreement here real written agreement why isn't that a possibility because there's just no evidence that gong associates has any interest in making any kind of argument that argument is absent from don't have any interest in the case because it's not concrete particularized like if you look at the us cockchafers that we say that our papers it's not a knock to be unhappy that you didn't get what you contract or there has to be  journals to harm and damages for the past an ongoing unpaid defense dentist and that action why isn't that enough that's pretty hard there's no explanation of what damage it could actually have and it's not it's not enough just to say it's being harmed in the future it also says for for the past unpaid defense expenses past an ongoing on paid defense expenses i we appointed counsel not so we are independent counsel as such it's the conflict of interests that entitle you to better during your during your primary argument acknowledge there is something that you c between but that to the green and council has to be reimbursed at a rate which is structured as good practices about how the fees will be paid it is not the primary duty no agreement between d n a and emma say as to just independently helps yeah that's a rate agreement but that's on top of the independent counsel right which is an ethical issue about who chooses and controls counsel and under new york and california law that is decided by the insured and paragraph twenty five dollars points out that he's on the hook for whatever reason there is an issue about never going to complain certis they just we're exposed to harm that would be inclusionary allegation of redress ability and unless you alleged facts substantiating it we would not say that it was inside of the presumption of truth right so why produced for the simple reason that it's confidential and there's no protective order but the clear meaning of paragraph three read with twenty five dollars is that as i retained i have an agreement with  and the reason that they retained us was because we're also coverage counsel and we got coverage in the st instance and the work that we do also was independently built to be insured for coverage work on top of it and in addition to the defense work which we're not seeking except for the bad part of the case there's no case in which independent counsel has been deprived of arms are you sure you're not you're not you're not seeking from them for the coverage they are obligated in fact we have a lien rights and there are pending patent for suit to any recovery there and to the extent that there is a shortfall which hasn't yet been determined because we're still in the process of pursuing reasonable fees that have been validated by their own montreux counsel and so not only is there obvious want the merit there is the fact that we're not appointed counsel we're independent you was that correct that's that's california statute doesn't apply under new york coverage law for the reasons i intimated the only thing in california is an underlying lawsuit but under new york coverage law it coverage rules would require the application of new york coverage wall to an insured in new york with a broker in new york with the claims represented denying and with alleged advertising condit creating co