allowing mr amos to submit evidence of the fair market value of the real property foreclosed at the time of the foreclosure as permitted by florida all ministers basically it's we've got this right of these things back in the ninet that take take the issues you doing important to well i just want to briefly touch about the short sale agreement because that one to me is the is the easy one in the clear one florida law allows a party to get a credit for the fair market value of the property on the day of the foreclosure this foreclosure was pending this image jay was filed there were no defense has a short sale buyer comes in there's correspondence you'll see it at the record at ninety it says from the from the borrower side we don't care if the the if the sale goes through or not this relieves the f d i c of the burden of carrying this property we just want our credit there's a short sale agreement entered into paragraph thirteen says amos and it says shall have the right to establish the credit then says the f d i c doesn't waive any of its rights to contest matters the correspondence makes it very clear that this was for the f d i c been if it they receive the the trial court interpreted that agreement to bar amos from prohibiting from emitting that evidence the difference is the difference between having a judgment against you and not most likely the short sale was one point eight the value was in excess of four million dollars the judgment was four million dollars so that issue alone relieves mr amos of th review and then on the fourth motion in limine the trial court did two things one it denied the ability of an expert appraiser to come in and give that value and then as a back up mr amos attempted to give the view and that's the that's the part of the fourth motion court determined that he testified in two thousand and eleven five year are several years prior and during the several years he maintained the property he was the sole he was left holding the back so as the sole one maintaining the property and doing all those things to upkeep it and pay taxes and every this testimony from the deposition several years prior and said you don't have enough knowledge of the mercury marine division in florida says that a corporate officer does have the standing to test and that the threshold is very  thought there their position was even if they would if there'd been no short sell there had to be a foreclosure to establish is right for the fair market value and there was no  foreclosure do you when that position would be to respond to that regardless of why there was no foreclosure there was no foreclosure therefore no right to fair market value offset unless the short sell agreement specifically gives you that right absent a foreclosure and it does i'm looking at paragraph thirteen where does it amos that is this shall have the right to stablish a credit as because there's two things at issue at this point one there's the ongoing aim is guaranteed to there's what to do with the property buyer walks in the correspondence makes it clear you can let him buy this if you want it doesn't matter to us we just want our credit now what the credit is yet to be disputed we anticipated that we would have a battle of appraisals if you would and then f d i c would put on their dollars we put on our dollars in the court would just would allow for that so it's just that the issue is that we get to establish that credit and not take these dollars is these dollars were insufficient and everyone knew that that these dollars allow the f d i c to relieve their burden of having to maintain this property with a problem  by i'm sorry did the f d a see say in response to your letter asserting that position yes we agree with it they they proceed with the sale there's no let back other than the agreement the agreement follows that letter and they agree much says the f d a say disagrees with that so i don't see how the agreement can give you the right to fair market value outside a foreclosure context if what it says is you assert the right and they have to say disagrees with it they disagree with everything that amos asserted that point they disagree with the contest of the guarantee is remember that's in that paragraph also i also disagree understandings but you've got to point to the agreement to give you the right to fair market value out say that offset outside of a foreclosure and if if all you can point to is we asserted the right they disagreed with the i disagreed with it that doesn't give you the right i'll have the right has to mean something now well what does f c r disagrees what they do disagree they do disagree with the issue of the it doesn't matter if they disagree if i shall have the right they can disagree with you examine the early evidence rather than that the suggestion is that there were some trickery going on where they say you shall have the right but we disagree with it and therefore we've now snatched back from you in the next sentence the right we just gave to you and agreed to in the first since that did not occur there's no suggestion that the the better in the better explanation is is that the parties intended to be clear on this and then later the ambiguity existed and there was an opportunity to argue the other way with the parole evidence does not support any of that there can cover eight hundred twenty three doesn't cover is stoppel and rich with unclean hands it certainly doesn't cover the lack of corporate authority argument like the corporate authority under florida law makes the instruments void not avoidable that the individual did not have the corporate authority all the resolutions indicated that would indicate such were blank that was an affirmative defense that is not covered is not an agreement at all within the documents of the order a bank or otherwise it's zero if this individual did not have the corporate already in this undisputed that he didn't have to be reflected on them that's your purpose examiners of got to be able to look at the books they're locked in the bank they have no hope of going outside  and then look at the books and if the books show them a defense or a condition not the absence of the absence of a but that there is a defense or condition then you're entitled to  bank at the time of the loan approval it's signed by the president and the other loan officer it reflects the loan approval and it is completely false and fraudulent is completely false and fraudulent it is a document and it was noted by the examiners that's fraudulent existence of an agreement if the person didn't even know they were signing an agreement you know the classic deal you thought it was a money market agreement it turns out to be a promise or not in this agreement he signed a guarantee that was information they noted in their reports in zero eight zero nine and ten it was in the two thousand and twelve investigation they indicted these people and they then went to jail for the f b i identified mr amos as a victim so this is the whole purpose of this is to protect examiners and what they another motion let me there are several motions in limine but there was an expert provided by miss to testify as to the matter and i find that in the record your honor i mean we had an appraisal we had an expert  may please the court i'm scott watson i'm here today on behalf of the f d i c as the receiver for the field goal south private bank and i will because i agree with the proposition that section eight hundred twenty three in the  are largely settled law and the contours are very well known in the circuit and elsewhere i'll focus on this second issue and then briefly return to section eight hundred twenty three easy as to fair market value i'll go right that last question that you posed your honor and that is that mr amos proposed prior after the entry of summary judgment and prior to this trial on damages alone untimely proposed an expert witness and appraisal and they were barred by the district judge as untimely and having provided no excuse for the failure to meet the timeliness mr amos then proceeded to oppose the there and that's why mr amos turned to lay testimony and before we turn to the issue of the contract which we believe the district court properly found facially demonstrates that there was no meeting of the minds as to any additional contract rights conferred on mr amos or on it's a but at a fundamental level of the exercise of discretion of the district judge here's what we had the f d i c came in with a motion in l and it described while a testimony wasn't available it acknowledged that in certain circumstances a court representative might have authority actually that was raised by by mr amos but it pointed directly to mr amos deposition testimony in which he said i don't know the value i don't know the market that was the motion eliminate in opposition mr amos came back pointed to the right of a corporate representative if that corporate corporate representative had knowledge of the property values experience with the property knowledge of the market in the property might have a right to testify as to value the florida evidentiary rules right it's a florida eviden rule and a careful parsing of mr amos is requests shows that he never overcame the f b i sees evidence that he didn't know anything the actual document that mr amos filed in response docket for eighteen he presented the same deposition testimony so he quoted his own testimony that he didn't know anything and then added why that's four years old and in the meantime mr amos has wound down the company who wrote this is an indication amos may be familiar with property and values on that sale date it also added the f d i c ignores the possibility that amos had the time inclination and provocation to understand the markets and then offered nothing not only is there no evidence no deposition testimony no attached affidavit no proffer but there's never even an assertion on the part of mr amos that he had any knowledge of the property so it  just we contend couldn't have been an abuse of discretion for the trial judge who may know did all of this in her order handing the motion in limine a it could have been an abuse of discretion to say mr amos has given me nothing indeed he pointed me to his earlier testimony that he lacked knowledge and so on that basis alone it was a proper exercise of discretion in the court could end there but we do want to just stress that a provision in the short sale agreement that said a reservation of existing rights shouldn't be construed to then confer rights when mr amos listed a statement of what he thought he could have certainly have to be i c said we disagreed with that assertion and we were raising every legal objection available to us there was no meeting of the minds i also think that just for purposes of clarity mr amos is counsel my friend said that they didn't care they just wanted to create a credit the record actually shows that mr amos was strongly urging and essentially pleaded with the f d i c to enter in this short sale to avoid a foreclosure sale it's mr amos who correct your honor and we acknowledge that but in pointing to that testimony in a motion in limine a where the the district judge was being asked whether to exclude lay testimony as to value of property and and he was not even the owner he was purportedly a corporate representative of its for him to then come forward and say you know they're right look for years have passed by that was old old information mr amos may have had the opportunity to learn something while he round wound down the corporation that's not even an argument that he knew anything much less a proffer or that in any  affidavit from him or anything like none whatsoever in the district judge noted that explicitly in her opinion and as to section eight hundred twenty three in the debt dench dr and we do believe that there are settled mr amos has raised five purported reasons not to apply the statute by its terms none of them none of them has any validity i won't belabor the point but the langley decision made clear as as your exchange your honor with mr amos his counsel suggested that conditions to an obligation must be reflected in a riding that satisfies section eight hundred twenty three you can't have other understanding's that would vary the facial terms of an obligation they have to be in an instrument that satisfies section eight hundred twenty three langley also explained that the equities favor the f d i c in that case mr amos had an opportunity to write down in his guarantee exactly what he was predicating his guarantee on and he said i unconditionally and absolutely guarantee every obligation of its a to this bank past and future indirect or direct implied or explicit that's all on the face of the guarantee that mr amos signed so these conditions that he now asserts should somehow excuse him from that absolute unconditional promise to pay don't meet section eight hundred twenty three and there barred the gordie decision in this court explain that that also includes in a guarantee just as the obligation in langley which was a note so the notion that there's no agreement here implicated for purposes of eight hundred twenty three is barred by langley and by this court's decision in gordy and subsequent decisions that gordy decision also made clear that even a high degree of fraudulent inducement a very high degree of fraudulent to do so meant simply doesn't equate to fraud in the fact i'm where you lack the knowledge of the terms of the agreement you raise the classic example of money market versus a promissory note that somebody hid the terms of the document and got them to sign the case also discussed and alteration and forgery is a case where no asset came into existence there's nothing like that here  mr amos asserted that document docket forty seven in his answer encountered claim that he agreed to invest in reliance on fraudulent representation amos would not have executed the guarantee but for the fraudulent misrepresentation omissions of right and gulf south that's a direct quote from paragraph thirty five of that document is deposition said the same thing he knew he was signing a guarantee he knew the guarantee was being used to obtain a loan at page one twenty two of that  deposition which is docket to twenty six yes that's my signature page one thirty two you knew it was a guarantee when you signed it guaranteeing a loan of some amount made by go south yes i knew that we were going to get a loan and he consistently argued that it was signed under quote a false understanding docket two seventy eight and docket three sixty he again made those arguments he also can't escape liability arguing that there's no author already as you pointed out the demonstration of what the authority was should be contained in a document that satisfies section eight hundred twenty three it's also undisputed that mr amos had the personal authority to personally guarantee each and every indebtedness of its so there's no question about the authority on the guarantee and the only the only you on appeal and the only order appealed from here is the order of obligation on the guarantee and that guaranteed a liability on the part of its a that liability is an amount certain it's already been entered as a final judgment that final judgment has never been appealed it's as not an appellant here mr amos has an obligation on the for the guarantee  on that indebtedness of it's and as the district court found mr amas was aware that the loan on the face of the guarantee was being entered into by its as a borrower he was aware that his guarantee was security for this particular loan and his understanding that the terms of the loan should have been different or that he had certain agreements with mr right those don't change the nature of the unconditional guarantee  indeed as we explained in our brief by signing that unconditional guarantee that noted that loan number aware that mr wright was seeking a loan at the time he can't now argue that mr wright didn't have authority he indeed lent himself to the arrangement that would tend to mislead bank examiners as to mr wright's authority finally his authority for the notion that that lack of corporate authority renders the instrument void  offers only one case the radisson case and it simply doesn't stand for that proposition radisson dealt with a statute on mortgages alone not on the promissory note but on the requirements for binding a corporate entity on mortgages and the court in radisson focused on the absence of actual authority and the absence of apparent authority that's not present here indeed mr amos lent himself to mr wright's  the issue on the guarantee is whether or not there was an understanding of the nature and content of the instrument and this guarantee was blank this guarantee was executed after the loan was entered into by mr right and without the knowledge that his request it was right at his request the reason the guarantee wasn't entered into at the same time was your client was traveling and said can i do it want to get back when then the key difference of this whole thing is exactly that the difference whether a loan had occurred or loan was to occur the fact is that mr amos and dissipate and that's what he said was i'm traveling i'll get to it when i get back it was a promise to guarantee which he fulfilled when he return intending to guarantee the loan that's not the issue the issue is is the the what the loan was in for and that it had occurred mr amos in to submit it alone for development to occur instead of i'm going to sign this guarantee for a loan that has already occurred to pay off your fall that was a condition of his guarantee it should have been stated in the year and to what didn't and is all about well it should have been and the credit approval request that's there in the bank document signed by the bank provides those terms it provides or be another guarantor which that was not those that information was available to the when they reviewed it there was adequate information in this file for the examiners to understand that this these this issue was a was an issue a fraud the nature of the agreement that they signed which is easy that by definition if the dance to me doctrines to mean anything the nature of the agreement can't include that there was no fraud  promissory note a guarantee or anything else and it wouldn't be on the books of the but i guess my position is that in this case this case one involves a guarantee and not a note the