good morning ladies and gentlemen our first case for today is indeed more trucks tender against valvo trucks north america mr warren factually based point i mean the jury knew what was similar about them then what wasn't similar about them truck model apparently was similar maybe there were some other situations it worked but analyze the facts and granted there are the direct you know judgment as a matter of law or not is not always a question of law not always a question of why do you think it's a question of what here well it's the need first of all it's the nature of the industry and the one hand you have is as was discuss court in canada dry that was reflected in the discussion by the district courts below here you have a custom industry where the quotes are derived based upon competing quotes from other dealers so you have a customer who comes into a dealership has perhaps already gotten a quote from another manufacturer and every single one of these quotes is custom ordered and tailored to right in your position seems to be the comparisons are impossible here are not impossible or they are all even the testimony of the witnesses cited by mr moore in this case with admitted on cross examination that there were a multitude of variables that went into this decision and mind you there were multiple variables that went into th requests for our essays for concessions in these cases and i think the proof is in the putting in these cases if you look at even among the comparisons that anymore truck center put together for this analysis their own requests for concessions varied even within their own construct so when asked i asked myself the question how could that be if these are truly similarly situated circumstances why is the dealer asking for a different r s a concession in different cases and the reason is because these concession requests are back then depending upon the competitive circumstances of the case did you if i recall correctly the other side here and i'm confused about who to call plaintiff and evolved from it in this case but  to the other side the other side had an expert with a lot of experience here and in the industry who said this is a reasonable way to look at the school errors and and did you have anything like that well we do we cross examine the expert and we went through and we introduced the evidence of the full set of data and counsel went through in closing argument and identified each of the rationales that we have identified here as to why you can't these are not comparable so between caught between cross examination price discrimination was going on that disfavor mr moore and evolve or says there was no such prices for nation or whether it's some other form of discrimination between mr moore and the speaking here and there's your language is different from theirs that will tell me something at least not too much but a little bit but do you conceptualize the claim that you were defending against is fundamentally a price discrimination claim and it was her defense that it was apples and oranges so there couldn't be a showing of price discrimination yeah i would concede for terminology sake that this was a case about price discrimination  addition an addition to the i'm going to not and i would say i would submit to the honors although it is a fact based in for a with respect to whether it's similarly situated as this court has said it needs to be similar enough in material respects in order for you to be able to infer anything from it and i would s that that based upon the testimony of all the witnesses and the actions of any more itself in this case that because these were because these were floats that were derived from the competitive circumstances of individual cases and because the trucks were completely different with totally different options on them where in their comparisons they weren't even comparing the same customer completely different deals completely different competitive situations so putting this issue this sounds a lot like the kinds of arguments we hear in enjoyment discrimination cases about just how similar is similar and it doesn't have to be perfect it has to be reasonable and that's often a jury question why don't you move on to some other issues  sake the cherry picking that was engaged in by attorneys counsel by the attorneys in this case when they were putting together the thirteen charts was not appropriate was not reflective of the evidence to let me ask you a factual question here we we wind up with thirteen transactions and i guess the jury apparently accepts what that about nine of them are it doesn't seem to be all thirteen but what's the denominator the experts make some reference to looking at twenty thousand is that right or how many transactions over what period of time are we supposed to look at this thirteen well if you look at the underlying data and it shows that in these thirteen scenarios of using the windows of time around transactions you're looking at about seven hundred eighty eight eight hundred transactions and i can get to the site to a in the record where  that so that's fine so and of those eight hundred approximately that are data points that are in the record as many as one hundred eighty eight minute for just one of the comparisons the plaintiffs in this case chose anywhere between one and nine for comparison purposes and in total about fifty eight so you have fifty eight out of about eight hundred that they're using for comparison sake and if and we only did as an intellectual exercise  showed it to try to the jury as well that you can you know create your own chart based upon this information that would show precisely the opposite of what it was that is was a done through witness it was done through the introduction the evidence and demonstrative i monster things and it's in closing argument that doesn't quite answer my question did you do it through a witness yes we introduced that well we introduced the evidence the raw data evidence through witness in did a witness explain what your counter to the cherry picking warrant the witness explained what the data was to do with his did not did not parse the data piece by piece and did you cross the more expert on that data  yes and in fact if you look at the closing argument there were perhaps ten or fifteen pages of closing argument by trial counsel in this case going through each one of these exhibits and  picking as a matter of law in your rule fifty a motion motions you cited in your yellow brief pages one in two of those two documents i did not see you've clearly preserved that argument but for purposes of judgment as a matter of law it seems to me quite a different argument that not the thirteen are not comparable but the thirteen were not representative of the larger dataset well i would submit it was it was a bulk of the argument in the closing are going in this case and when i was talking about rule fifty eight this is basic trial procedure to preserve the sort of argument for the sort of  judgment well it was after the initial judgment there was an amended and when we father renewed motion the district court even dealing with this issue indicated that had already decided the substantive issues that were contained with will have a lot of reasons to decide on both merits and procedural grounds or to skip one of the other but we've got a question about are you even whether whether we have the power to address that cherry picking argument and i haven't seen a response other than we set it in pages one and two over fifty a motions where it has to be and it's not there well again i would submit your honor that it was raised i would submit that it was raised to the extent your honor doesn't believe it was raised in that br on the cherry picking argument was ernie can you tell me what back pocket money is that there is a as i understand it there is a certain amount of discretionary money that the at that dealer can be offered in order to close as a whole let's assume for the sake of argument that these are even remotely comparable situations that on balance any more perform as well or much better than other dealers so if one were going to look at a representative sample here and do some sort of statistical analysis did you do that it was in our obligation no but no we didn't we we did tweaks claim to the jury there were reasons why these were not comparable situations and indeed i think w other side one of my concerns about this cherry picking argument if if we can reach the merits your theory if i can put it a little simplistically seems to assume that more has to show it was treated worse than anybody else in any other franchisees to make such a claim and moore's argument seems to assume that as long as we were the best treated we've got a claim i can't imagine that either of those positions is actually correct but i'd appreciate some guidance for how one goes about identifying and the indiana statute and fear discrimination among for entry well let's consider two scenarios which i think that a price discrimination case could actually be issue before and i think it's important one would be a situation where a customer comes into anymore is dealership and asks for a quote any particular transaction certain number of trucks with particular options very specific i need to know these thirty thousand dollars worth of custom options on drugs and you know you built that way and then he walks into another dealership in indiana which they're in five or ten and ask for are there five or ten but it's not in the can google that this afternoon and i don't think it's a dispositive fact i'm just astonished that your honor i was looking at it this morning and i believe if you're talking about actual dealerships themselves physical structures there are more than ten or approximately some of them maybe are some of them i believe are owned by the same by the same franchisees so i don't want to overstate it thank you but if you go into another dealership and something and then the customer goes into or to offer something a little better and so on i want to ask you a it's a legal question i'm looking at the relevant provision of the indiana code which  know this this is this twenty three to two point seven two so part five lawful to engage in any of the following acts in relation to the agreement five discriminating unfairly among its franchisees that's the part we're worried about and i want to know what case law if any from indiana tells us whether we're supposed to understand discriminating unfairly i'll just call an overall or systemic practice versus a deal by deal by deal practice i don't think that the law of indiana is particularly insightful roger i think that's very important question for this case because you are fundamentally presenting two different readings of the statute your reading of the statute is as long as overall you know over some period of time i don't know over a year over something it all comes out in the wash so to speak you know maybe this deals a little better this feels a little  those kinds of variations are to be expected that's your theory their theory is if there's even one transaction where they didn't get as good a price concession they didn't get you know whatever warranty whatever got thrown into that are a safe package then they have shown a violation of the law now it seems to me that's in part a legal westin what does it mean to say discriminating unfairly among franchisees and this is obviously an issue of indiana law where we need to follow whatever tea leaves we can follow where i would submit your honor that that it is not only our position that they were treated overall better than everybody else although that is what the data shows the data also shows that the plane is in fail to establish discrimination on a trans well but what if they have i mean the jury thought they did show on a certain number of transactions and it seems to me if you are saying you're entitled to judgment as a matter of law you have to be saying that the jury was and answering a question that didn't really matter that even if you know transaction number one was not as favorable tomorrow or maybe transaction number fifteen outside this group of thirteen was more favorable than more and it's your view as i understand it is that it's impossible to get it down to that kind of granular level well again like if we could reconsider the situation that that hypothetical situation in which one dealer is favored over another with respect to precisely the same trade with respect right to it and one deal  one deal liar a wants to come by five trucks right and if and if they are discriminated against if they are treated unfairly these are the the other dealers in that one situation i would concede that is discrimination you would say that violates right but remembers mobile adult policy that expressively prohibits doing that because that would be discrimination and it's a matter of fact there are a c policy expressly says it in there are received guidelines that they have you know  but how can we ever fathom whether that's carried out when every deal every deal i would suggest probably is not matching up with that with the deal at a similar size deal or for a similar size quantity of truck c i think that the the issue isn't so much the quantity of trucks because it's this thirty five thousand dollar option package that vary so dramatically well it could because  customer can shop dealers right that's the situation that would happen if i know i'm a i'm a business and i want i have very specific specifications about what i need for these custom trucks i got a freightliner i got a peterbilt i may also go to all th t and if i do those volvo dealers have to be treated the same for that particular well let me ask you this if you've got a relatively new dealer and volvo wants to help that deal that would vogel give a better concession to that dealer just to get that dealer up and running now that would be discrimination so here you have to discriminate you another was if they if they gave another fifty thousand for signage to one dealer so so called similarly situated to another you would say that's discrimination and i don't think in terms of sort of the business operations side now that i know it all goes into the mix i mean that's where a lot of ways to discriminate among among just right  same or else it's not comparable the other one is if you're going to sort of throw caution to the wind and sort of try to match up things that aren't similarly situated you have to have a representative sample that's the flip side so if you can have a representative sample you can't  you've got to look at the data as a whole and here we have neither of those two things so those are two and those are two of the fundamental problems here but they're not the only fundamental problems here with the data obviously is your honour's no they used out of state comparatives here in their analysis and we would respectfully disagree with that but that the waiver argument because the waiver argument did not go to the interpretation the statute only went to whether or not there was a constitutional challenge to all we argue in our motion was that the statute had to be interpreted under chaos and under more than murderously murphy  you guys know all these cases very well you know that you have to piers because of the presumption against such tortellini you have to interpret it as meaning discrimination among indiana franchisees now it is true that the players case there are three things that i still want to ask you about  looking on this issue about the scope of the statute yes or it seems to me that your logic about interpret ing the weather as the indiana statute or a constitutional void in styria were constitutional theory that your theory reaches not just price discrimination but any form of discrimination among franchisees would you agree with that because judge flom was just suggesting there are a lot of ways to treat franchisees differently you can do it with advertising you can do it with credit you can do it with sales quotas and how tightly they're enforced operating standards and on and on and on i mean i would agree that the way that the statute is drafted it does not use it to use does not use the word price in it so it would not be so delimit and your constitutional theory would seem to reach that far right i think that's right so let me throw a hypothetical from a different scenario but suppose you got a state that has outlawed employment discrimination on the basis of sexual orientation plaintiff wants to make a circumstantial case he's a what's a regional sales manager there are only twenty other people in the country at the same level and his comparatives are all out of state would have violate the commerce clause practical effect of the statute that we're talking about a race or sex discrimination claim it is not like an employer could say your using these as compared is going to hinder me from discriminating against individuals in other scenarios what we have here on the other hand is commerce so when you have a commerce situation the net effect of their theory that they have to get the equal or highest price concession the argument would be the same it is look if if i have to treat all twenty of these regional sales managers exactly the same way to avoid discrimination under the law of state tax then state x is effectively controlling how i deal with my employees all over the country well again  well ok i think it would be a mile i mean there i mean just to suggest but the employment discrimination situation you're talking about whether the action taken in indiana with that person is all you're not telling them to hire a fire not in montana secondly in your situation tax rates can vary among states there exaggerates factors that may exist that the the court said the fact that there might be a problem under the statute does not mean your entire contract is void if i haven't seen any indiana courts say we're just going to disregard the we're going to go ahead and enforce provision in the contract that violates the statute well because the parties agreed to a few things first of all i do think the allinson case says that only when the legislature says that contract iran to the right of the godhra what the issue is when it's void not whether the particular provisions are enforceable that's right so let's it's a huge difference if you're trying to say well we don't have to do that we can  we can enforce a contractual waiver of remedies that's what happened in the country so and well again so what let's look at the actual statute in this case because as it applies to this case i think you will i think it is apparent that parties can contract around i think well your honor i think that second the second question i want to raise with you is about the issue you haven't talked about at all which is good cause for terminations you know i'm looking at  y and you say indeed the statute more cites does not quote does not prohibit the enforcement of a voluntary agreement between a part remember that subsection b of section twenty three i'm following you ok do you remember the rest of subsection b of voluntary agreement between the manufacturer distributor in the franchisee where separate invaluable consideration has been offered and accepted i don't see that language in your brief why is it missing and whatever did you make to show the district judge work us that you satisfied may i tell you look at the language please that you got a separately agreement that requires mr moore to build a new facility you're building this whole thing on the application right that's right for the to the extent the application is subsumed within the agreement i know that your theory so separate where is the separate invaluable consideration for the promise to build a new facility well why why is that separate consideration not subsume within the agreement so thank you i think we're done also participated in the trial of this case so i have an opening question for you which is whether the logic of your position is actually that this indiana statute prohibiting discriminating unfairly from the franchisees is actually a nationwide most favored nation and the f n obligation such that evolve though anywhere in the country doesn't give a deal that's as good damages for the jury it would depend on the facts that we proved at the trial you know ive them saying but you prove nine suppose you only proved one if we had reproved one we would have to prove unfair discrimination under similar marketing and financial  any action that doesn't match or better course assumes you give andy more a better price than another dealer i assume that other dealer would be suing you under this same theory we would credit the legislature for being a little bit somewhat awful here i don't mean that in the wrong way but i will say this when they when they made the the legal requirement for proof in this lawsuit your honor to be making the proof that there was unfair discrimination in whatever form it comes and that we had to show in our prime fish case that this these were similarly situated franchisees were beyond pr we were at a trial and juries sitting there and so you showed again i'm giving the benefit to the jury you showed that there were a number of transactions that whatever number  accepted where andy moore didn't get as good a deal under these are a ses as somebody else some valid comparative or fine so if andy moore had gotten the best deal in transaction number fourteen or transaction number twenty why doesn't that allow the disfavored franchisee in that case  there's air conditioning you know you could list what the product is and i don't see anything in this indiana code that packs that much punch into the word unfairly i think there's a there's a limiting principle in the statute and i think there's an industry practice that was informed by our expert that answer your question first of all with respect to a claim on one transaction reporting to you or your your referenc in that case we would have to show that that we were unfairly discriminated against compared somebody else you know one transaction under similar conditions and that gives well and you said you showed all of those things for the thirteen transactions we did show that we did it through an expert that said the following that the industry industry practice and this is mr faulkner testifying on more than thirty years of experience in the heavy truck industry said that the starting point is the model number and the percentage discount given on the model number i get all of that i mean i waded through but it's an extraordinary number of pages to read to get ready for this argument and what concerns me is that today at sandy moore getting six and a half million dollars for nine transactions tomorrow it'll be x y z getting another six and a half million dollars because andy more got a better deal and some other transactions that are comparable in precisely the way mr faulkner describe precisely the way that you rest your theory and it's it's a lot of it i mean it seems to me that would be actually a terrible system number one but discriminating unfair among its franchisees could mean a lot of things when you have it on a case by case truck by truck basis and i'm not sure that's right i'm welcome any pointing to indiana law that there might be that would help me if you're going to the first answer to the le future of this in the issue question with respect to global trucks north america as it sits when it has a let's say it's a five hundred truck deal to sell it on as we have in our lawsuit and we want to make a presentation about five hundred trucks and somebody else in california want to make a presentation about five hundred trucks and they asked for a concession price concessional concession by model number under the indiana legal principle if volvo had ev in that circumstance where they said look we've never sold to the customer that's now warning five hundred trucks in california it is good for our business and under those marketing conditions and under those financial conditions we can make the choice and so on to that is the legal limit in principle that's how we are i don't that seems so fuzzy to me you know valvo so you're conceding the fall can say you know we have this business reason to give the extra boost and your example to the california dealer i mean maybe in another situation as i was speculating you know maybe california has a tax structure that would make the customer less likely to buy from a california dealer unless there was a little additional sweetener from either the dealer or from valvo or from both most likely i just don't know just discriminating unfairly it's not true you're reading this is though the word unfairly isn't in the statute you're essentially saying if there's any difference at all unfair fair or otherwise among franchisees the indiana statutes been violated we would say we would add quite a bit to that in the sense our lawsuit was about this context what happened was there was a promise to mr moore to give a metric dealership the alleged promise to build a new facility but my understanding is that we are trying to see in this count of the complaint whether fall though discriminated unfairly by having thirteen transactions in which it didn't give any more the best deal on that the are a savings but in this case we have the c e o of north america instructing his legal team and his business team to take an out using whatever quote tactics they need to use and this is this is in the record and i remember that and i'm so what was that evidence in front of the jury it was and the citation for that your owners of th there come in someplace else i do i believe that each of these citations i believe that page thirty four lines five through thirteen thirty of lines fourteen through twenty two and forty six seventeen through twenty four all over in evidence at the end with respect to that let me just follow up on the question i'm going to respect cantor with respect to your question what we have here and when we look at the law here unfair discrimination discrimination occurred in a particular context not just by virtue of what was told by that the destruction of c e o but they went after fleet transactions and with respect to the fleet transactions that's what we focused our lawsuit on the life blood of any more trucks and there was good it was going to be made or not based on whether or not it's sold fleet transactions and if you look at the numbers mr morris business plan for example projected maybe he would sell fourteen hundred trucks in the year two thousand and ten through two thousand and twelve our trial evidence focused on i'm sorry there were there were fourteen hundred trucks on which we were not given appropriate concert or i should say price concessions mr sort of that you know here's what's worrying me about this still i mean people say actually you find this in any trust cases you'll find all sorts of places people say all sorts of smoking gun nasty things but if it's after a statement like that all you can come up with is is thirteen transactions and he wasn't really trying very hard was it and there were term an actual provisions in this franchise agreement whe very hard in our view according to the evidence that we brought to the jury because with respect to that those transactions that was fourteen hundred trucks one hundred forty million dollars of trucks in the aftercare associated with one hundred forty million dollars to us it was an instruction to in that for us mr moore through his own diligence and efforts may do but he brought his case and he focused on what happened in the fleet transactions they knew and we had trouble evidence to show they knew what they were doing here and with respect to when it counted what we said there and what we're saying here this morning when it counted we were taken out of the mix but you know you you've conceded that you couldn't make a patman type price discrimination claim or certainly that you didn't make that so but yet the only thing you're really complaining about is is price discrimination that somehow unfair without proving any that is what you're talking about because the are a say is a discount on price so there's is obviously a starting price it's really just sort of a hypothetical number and then the real action is in what this r is a is going to competitor valvo dealers are offering but our evidence had more to it than that because they could have made up for their failure to give us price concessions with warranty concessions with parts concessions if you can monetize all of those that's all finally the well understood that i would were saying and we do when we look at unfair to secure discrimination in the statutory context that we dealt with what we were looking at is all of that whether it's back pocket money are so we would have to accept that under indiana law even a bad deal for is as little as one transaction would be enough to show the violation and that would simply be reflected in the jury's damages award or in some other fashion because you know it could be a big deal could be you know one transaction for you know five hundred trucks as you were saying that would be the fleet  transaction of major proportions i think so it sounds like it really really is a very strong command for identity of terms we didn't at it that way at all at the time we tried a lawsuit we don't that's what you're doing right because how could valvo avoid liability in this case the only way it could avoid liability would be have salie identical terms among all of its dealers when it went deviates from that the dealer with the worst charms has a cause of action and you know today andy more tomorrow somebody else and if i may recall if i may add a gloss to that particularly if you're talking about being able to compare transactions across several months across the country yes in the limit the district court limited us your honor to the one month before and one month after compared to timeframe and so that that would be the evidence would be accepted and then exhibits to a through to m that was what the court and the parties agreed to that evidence being put in the agreed to the same format when it presented its compared or evidence as things move forward but in terms of making the proof that we are going back if i may just to your hypothetical here for a moment when we look at the burden of proof that we understood we had and that volvo had for its part it's not enough in one transaction for us to say just literally this is just price vs price y and that's the end of it we believe that the statute says that we have to show in a prime fish case and we certainly don't have to prove it that these were substantially similarly situated franchisees under similar financial market conditions one final comment how did you prove that we brought we brought the expert mr faulkner in to testify after reviewing all twenty thousand records all of can you give an opinion to the jury as to whether these are substantially similar yes what is your benchmark my benchmark for per this purpose and these thirteen transactions my benchmark is to look where everybody starts in this injury industry model number i mean i see that that's why i'm having trouble montana or substantially similar could mean you know you are in the first five years of doing business and so you're still maybe kind of in the start up building up good will they say of things substantially similar could mean  that you are of a certain size and able to handle an inventory of a certain size on how many square feet or yards or whatever is your facility  you're saying and i certainly agree that a starting point would be that both dealers are selling the same model number and perhaps the same add ons that i well i don't know what that means but we took on maybe more than we should have that we also brought evidence from volvo side and we asked them what is substantially similar answer the question please mr harbors a senior vice president or company said this is that the record or our appendix a piece one sixty nine that he said for did for purposes of determining whether there were similar transactions he would look to the model and work to make that determination on him so i think there's a fair amount of evidence of model number is significant but there's also a fair amount of evidence that with these large class a trucks there's a lot of additional i'll just call them options i mean that they can go on the truck or not on the truck that are really going to influence the price to begin with before we even start talking about the r s a well and we felt for purposes of the indian statutory requirements in our burden of persuasion we felt that we also needed to show that there were no competitive circumstances on the but volvo in its production supplies one dealer thirty days ahead of another dealer another was the inventory flows for two representative type deals i mean so i'm trying to keep same would they be violating the statute by opting to send what inventory they had on hand all models being the same thirty days sooner to one dealer then to another with that violate it because it's all going to and i'm assuming concessions or are similar is just going to be lost concessions during that period of time i believe the indiana statute gives protection to either to  either us or vogel depending on the facts in your hypothetical but in that circumstance we would have to show we would have to prove in that certain circumstance that these were similar marketing conditions or financial conditions over could say in your i pathetical you can't make that proof because we had inventory the trucks were built we had a right price differently so forth and so on that's why what we say for thirty days to judge farms talking about they've just decided that things have come in  know wherever they've come in and you know to new orleans you want to put him on a boat ship them up to indiana i don't have a come in but maybe that's how it but you just deliver them to one dealership sooner even if you get the trucks even of the boat the ols are completed you're without that revenue for thirty days because no one's paying you before they get their truck i'm assuming right young and in the supreme the inventory context i don't think i don't see a lawsuit there and i don't see that would there would be a claim that could be made of the type that we've made the fleet context was our context which is through a formal process sponsored by volvo you submit your request for a price concession they answer or give you or concession or not and the trucks are built in the future and delivered to the fleet and so that's that is a distinction that we have here if i may just to address two quick points on our cross  appeal with respect to the cross appeal that you you've seen from us the judgment on the pleadings that was entered against our indiana franchise disclosure it claim we fear with you and three our point of view on that and with respect to that franchise disclosure act contracts as we've heard this morning and as we can read in the law contracts do not supplant statues and with respect to the franchise disclosure record argument that we've made on brief you've seen what we've had to say there but in terms of our cross appeal what we would say is that vocal may not eviscerate that statutory protection through an integration clause if it could by contract there be no statute  we've also proposed mr to be an overreading you know let me i'm troubled by this problem on your cross appeal and that is you know mr moore is about as sophisticated a commercial party use we're never going to see case law is loosened up quite a bit with respect to fraud you an inducement my concern is that if we accept your argument on the cross appeal it would seem to be pretty near impossible for sophisticated parties to just nail down in a writing a deal that's conclusive or is that you know what would it take under your theory for two sophisticated parties to say the writing is the deal that's yet nobody's talking about any other world promises nothing related it's all in the papers so no question very sophisticated parties don't no question about that on both sides but there's a specific industry practice we never got to the point of evidence because judgment on the pleadings was entered against our client but why do we get to industry practice if me to answer judge how to ins question you have to address the the problem of there's a lot of conversation that goes on before a major commercial deal like this and maybe some things are thought about to throw into the hopper and people decide let's just do this later and maybe other things are done that people want to say this is our deal right now and you don't think this was your deal right now do you think the mack truck dealership was also part of the consideration for opening the falconi dealership that's the difference here well and there's a very very big difference here between these sophisticated parties dealership deals are made all the time and mr moore would have so testified had he been allowed multiple dealerships that he's gained have been on the agreement made orally in a handshake well that may be but i don't know that indiana about an integration clause saying we are not carrying forward that oral agreement you've made the integration clause meaningless i think on that theory well and it is this is an integration cause except for all the oral agreements that we may or may not have made before is your reading of it well that what the indian legislature has work to do is to make sure that the franchisees are not misled in connection with the franchisees are always powerless and franchise or are always huge and looming which sometimes may be true but sometimes they may be both parties who are rather sophisticated as here previous promises you again during the gratian clause says this isn't it this is the full agreement between the parties except any other oral agreement that we may have made before in our in our case what what what what happens here and this is the limiting principle that i think the court's asking about is does this mean that you know you'll never have a final agreement and you'll never have an integration clause no because this is a specific statutory framework dealing with particular types of people who have a history of dealing with each other so there are no integration clauses in franchise agreements well i wouldn't i would say that the integration that i'm not ready to say no integration cost what i'm some of the recent indiana cases that were without a reliance no reliance clause without a no reliance clause and i guess what's what's what's the what's your best case one that best case was what we cited on the phone three  the most recent decision i think that we have is what we explain barnes we ask you a lot of questions prohibition in the unfair practice section is only if requiring it would be an economically and reasonable since mr moore had agreed to build the facility i would submit that it would not be an unfair business practice you all terminated him because he wasn't building and when you were already in disputes over the in dispute resolution over the mack truck to right two year the the window of time that he promised to build it was eleven to thirteen months the lawsuit was not filed until i would say it was two years i was asking about sort of articulated two different theories one is if you don't give us as much or as high a concession as anybody else on these deals that are ostensibly similarly situated we've been discriminated against as your honor pointed out that means that every single dealer can sue for discrimination so i would submit that can't be the theory of liability under the indian stance so the alternative is and i think it is expressed in their braves is that they are essentially complaining that they did not get the concession request that they asked for and that presents a completely different dynamic because you know first of all there compared or if one looks at their compared or as in their thirty's charts they're not you know these comp aren't getting what they asked for either so if this really comes down to a question of did we get it we asked for number one there compares don't just make a promise fischer showing that they were mistreated these are the other individuals and number two how could you predicated discrimination claim based on your own request putting aside because those requests themselves might be depending on the surnames as i thought the comparison a little think the amount of the request makes a highest r s a that's what their charts show but the other way that they say is that the way that all four discriminated against them it was because vova didn't give them what was necessary that sounds to me like a strong and i mean that's the that's a bad theory doesn't have any and i agree or so in the in the one hand and on and i think i have the page where they say that in our bridge where we were identified but that is essentially the crux of what they're saying we needed x amount of money to close this deal and volvo didn't give it to us meanwhile they were giving concessions to others if so if that's that if that is their theory of the case there are no less severe alternatively you know first part of that is not enough you didn't give a what we wanted was not enough if you didn't give us what we needed and you were doing better for others that's what we've been talking about all morning right and i guess the question i'm not there is not that abbreviated version of what what you are doing better for others again if you if what if if that analysis is just is that number higher than what we got then every single dealer can follow discrimination case in every single case  alternative is if what volo is saying is you didn't give us enough money to close this particular deal on which we requested an amount different than we requested a month ago and a different deal if you're not giving us what you need in every case if that's their theory the evidence