upon the the buyer's breach the seller actually sold a different lot of meat that was the same quantity quality of the the designated b and the court looked at this issue it said the something for something in that case here basically there there's a substitution of of something for something that didn't exist for this reason for this to illustrate this point he cited ground had a long term goal to keep the eggs in place it was getting into the cage free market we were fine with that we never have made the argument that rim ran should of reduced to supply  just at the matter of fact but when they did release the supply regardless of the circumstances we believe reckons are entitled to that essentially in mitigation argument or title to the credit for the reduction of supply eggs each trailer load is nine hundred cases a case of thirty does so we're talking about a very very massive amount of eggs and multiply that by a one hundred and ninety eight so it is admittedly a lot of  court order it looked at the logistics of the transactions the payment of the transaction and then concluded on page fourteen dollars agreement did not call for a sale of goods on credit rather established a delayed payment mechanism due to the unique nature of the parties remit that i reasonable manner or in good faith in claiming is the images about four hundred and eighty thousand dollars for the resale of eggs that came from non tipton farmers u enjoyable and there we sail itself is criminally reasonable and that's the so called serve risk rule in my paraphrase of it actually comes right out of the six circuit decision a sale is commercially reasonable in good faith is quintessentially a question of fact and that's what the rx against repeatedly told the district court and which the district court expressly found at page thirty were raised material issues of fact as to whether rembrandt acted in a commercially reasonable manner i mean good faith specifically including this issue of the non texan eggs and that's what the trial was and so while it's dressed up in a little more formal legal arguments be the argument which my or suspected adversary made to your honor's is pretty much the exact same closing commercially reasonable or in good faith and they lost their exodus did not bring a motion for a new trial and under this court precedent in the us court precedent cited in our brief that means that they have waived the right to challenge this deficiency of the evidence there aren't that many cases discussing the serve rest rule but one which my adversary cited is the apex oil case out that the buyer refused to take and the facts in that case be the seller so that those that those forty eight thousand pounds to another buyer the very next day and then waited then there were some negotiations between the parties and they had a settlement agreement and the seller claimed that the settlement agreement did not resolve the issue of the oil the next day and you didn't eat suffered a nominal loss and we're not going to allow under those circumstances you do basically play the markets and then wait until it dips this case is completely on like that case because in this case we're not dealing with just one shipment eggs we're talking about three million four hundred thousand each week and rembrandt was left in the very  record about how you go about selling three million four hundred thousand chase free eggs and we when there is no defined market these are all specialty eggs and they explain to the jury how hard it was and how difficult and statutory construction under the iowa credit code and contractual interpretation and that's purely an issue of law review do not only cite the cases in our brief we're call your honor's that the supply agreement was negotiated an arm's length over several months between very sophisticated parties and that court summary judgment decision  contract price of zero dollars ninety five cents a dozen and they agreed to do that for an entire year and the way the contract work was directions would pick up the eggs each week to have them incorporated but only paid for them later and economic common sense tells you if you're a seller and you give a buyer two hundred thousand dollars of merchandise week after week but you don't get paid a later that you are incurring credit risk because you are effectively extending credit in till you get paid and that's why in this case not surprisingly  that is correct so they have a real that's really a period for inspection and yet that's that simply they have twenty one dollars days to pay the invoice and it's not past due until twenty one dollars days and yes there was a mechanism in the contracts where there was an inspection but the fact is that they don't get charged one percent exception and we never really there really wasn't any briefing to the district court as to what constitutes an extension of credit and if you look at the district court's decision there is no discussion of what constitutes an extension of credit under iowa law so what's interesting is if you look at the business purpose exception just give me one second that i will legislature wanted to get out of the way business to business transactions like this one but the but there is a rd category of persons who are entitled to the safe harbor and it's certain types of of credit as to one of the three categories of people and that's exactly what their record seems that they had the right by the eggs they took delivery of the eggs they took title to the eggs and deferred payments and that's the exact tests that the i was supreme court applied in young so to suggest that one category of persons under the business credit exception  credit is defined as the right to purchase property and defer payment therefore but that there is some different test that applies to business to business transactions doesn't make any sense if the test is and i think it's very clear under iowa law it is that the right to purchase property and defer caymans is an extension of credit then by definition the rack seeings who are very sophisticated business and millions and emphasized that they don't want courts to regulate business to business transactions as there are a number of criticisms not only in the safe harbor exception but the people who enter into business this agreement for a business purpose so these are not widows these are not our friends these are not consumers these are highly sophisticated businessmen and he language and structure of the iowa code makes clear that i will legislature did not want that kind of transaction to be subject to the scope of the code and that every single essentially says if this is a business to business transaction it just does not fall within the scope of the iowa usury code and that's exactly what the iowa legislature intended and so the the flaw in that district court's order is that she is judged magnus denson acknowledge the business purpose exception but essentially which if you read her opinion what she did was she could hear the payment mechanics in our contracts to the payment mechanics in two other iowa cases and she said well it's different this was a twenty one day period but why there is a payment delay is not the test in iowa for what constitutes the extension of credit and it's simply it's simply whether or not they receive goods and are entitled to defer payments so eight yet goods now pay later regime which clearly this imply agreement it is by definition and as a matter of law this is the nd trip to the th circuit in this case we try to bring a summary judgment motion and get the whole case resolved date's skillfully argued that you know they were fact issues so to go through our cases and the legal fees and prejudgments interest are staggering there are you know at this point over a one million dollars and so why it's important to our case is because in this case the parties agreed that there would be attorneys fees and prejudgment interests to the prevailing party yes we are the prevailing party and b it's a very significant economic issue of the issue that went to trial was a commercial reasonableness that that did not get to really what we're talking about here today we could not appeal the court summary judgment order because there was not a partial definition from the from the district court and final jury instruction number fifteen only looked at the method man or a time place and terms of resales so if you look at that definition that only looked at look at the same jury instruction rembrandt the court that the court instructed the jury remember it wasn't permitted to depart from the terms and conditions of the contract to the extent the departure was commercial reason so it all give