please the court tom sunday on behalf of the appellant north west bank there are two fundamental issues presented on this appeal the first is whether the bank had a secured interest in the sea that's at issue in the second has to do with if it did have an interest whether there are other interests that have priority over the banks i'd like to start with that first question but i want to make a note right now that when i get to the second i'm going to need to correct a point we make regarding the agricultural service lien later in our brief so as a first issue we had two alternative arguments as to why the district court was wrong in concluding that the bank lacked a security interest in the seed i think in my time today i'd like to focus on the first of those arguments it's short it's simple and i think it's correct and i hope the court agrees with me on that there's no dispute here that the bank had duly perfected security interest in all of c c s is assets including its goods and there's no dispute about that under the u c c the seed is a good ok where the district court got off and got tripped up was in the question of whether c c s had rights in the sea when it granted the bank a secured interest in its asset including its goods and so sea ok and then in that case i need help with the larry berger contract i think there were fourteen to see grower contracts but we have to correct one of them we have is the larry burger contract and that was executed before the bank security grower page two though under the paragraph titled production contract additional terms and conditions of that second paragraph says the grower warrants that all seed shall be delivered and sold to cover crop solutions free and clear of all incumbrances which seems to indicate that the grower was that c c s did not retain ownership of the crop couple of things regarding that contract there are two types of seated issue here right this is that right this is the this is not the rather see which is what virtually all of the argument was about below this is the right graph see when i got involved with this case i said what about this right grass seed there's no there's no there's really very little evidence on this we would submit that the right grass seed as well though in the terms of it are indeed in the same fashion ensure that the growth s does have ownership of the seed i think you'll find in both these contracts yoko's that you will see that reference occasionally i just i think they're sloppy with they speak of the idea of paying for the seed and it's clear that what is going on these contracts they are paying for the services that the farmers the fact that there's fourteen of these your briefing treats them all as though they're all the same him and on our record we only have two we have one that i just mentioned the burger contract and then we have group there was there were oral agreements before that and no one has contested the growers have not contested that they did there was not already an agreement or that the fact that there were oral agreements has any raises any issue here  would make is the licensing agreement in d c c s is prohibited from giving title to the growers and so i think you stop right there who owns a seed c c s when they didn't do it that means that promise bloom they wouldn't true and then we get to the production contracts involving that radish seed it's all confirms that it amplifies the point that c c s owns the sea that owns the stock it owns the seed when it's in the ground it owns the seeds this pro i think the district court was wrong well as i say it's the first error was not recognizing that that license agreement gave the c c s the ownership in the seat and the fact that you don't even need to get in to  your interpretation of the license agreement because the district court determined that c c s unconditionally i find it's right in the feet and production contracts the blue moon i think your argument is that until there w agreement this court was wrong about but i do want to do our step back and say that the ownership of the seed would exist regardless and i think that when you log is not the license agreement even in light of the license agreement and in light of what they the assignment provision that they describe because that assignment it's clear was nothing but an a and as if it was here by signed then what was assigned what was assigned was a security interest it was not an assignment of all rights under the licensing agreement if we shown that what was it what was the purpose of the it was to secure blue moon with respect to debt owed to it by c that is a security interest and there's it's clear under the case law is some some cases call that a conditional assignment and it was conditional on what the default right in the moon is not in this case and it's only interest is to get a royalty payment when the seeds i guess of sold correct that's all their interest is the debt bodies this litigation it will correct and that's the additional point about that assignment provision which is like look once we get a royalty s gets the remainder which again shows that it's not a complete assignment it's simply a conditional assignment or in fact a in assignment of a security interest and so the district court was mistaken in that respect as well the other the other part so we believe the court was simply wrong on the on its conclusion the bank did not have a security interest in the scene we believe that the court should identified in the judgment are not parties to this appeal it it did not address the liens except in the context of summary judgment for example with respect to the growers that that gets to the question really so the question why did the court make a finding on these lanes you know i i want to be candid with the court i think when the court concluded the trial and said well the warehouses aren't your agent therefore you don't have a lien i'm not going to get to the priorities now i will say this that the findings he made at trial would have been challenge to preclude the growers claim of a green producer lien because they need to deliver to a purchaser or the agent of the purchaser and they themselves proved that warehouses were not the growers have said well we will have a green producer lien at some point in the future there's no facts to support that i think here's what i think on the facts that we have the growers have no possessory lien and they have no grain producer lane and i think this court should say that for the reasons we've argued in our in our in our brief i do want to say something about the agricultural service leaving because i want to correct something in our brief this is suppose one party the site even a party to the appeal but this is the statute that involves the that you need to give notice that suv that's the call the house car that's cutting right you give notice to a party who's doing perfected with the secretary of state the part of the question is will who's a secretary of state the located that's why we filed in pennsylvania the agricultural service lien never changed after that so we have this agricultural service land that speaks of us secretary of state before two thousand and one the primate sense it would be the secretary of state of oregon and i want to be candid with the court about that i think that our arguments however that we've made in our brief continue to apply and support the conclusion that the with the legislature intended was that all duly perfected secured parties would receive notice you've exceeded your time will give you one minute for  may please the court counsel on paul kambal here on behalf of defendant a pelleas before i maybe embark on my presentation there are a few questions and points raised for mr sontag's argument that i'd like to address first it does matter that the difference between the oral and written contracts and we've made that point in the brief that one of the instances of default that occurred in this case is that a fault of not obtaining a written contract each of the growers before allowing the two thousand and fourteen stock to be ground that's something we briefed but it's a requirement under the licensing agreement between women and c c s there aren't fourteen of these contracts there's more than forty larry berger contract that's so far as i'm aware that's the only one of the annual ryegrass seed contracts that was in the trial court record so that's those are obviously distinct from one another  of the what i thought was fourteen but anyway out of the universe we're talking about you think there's only one right round contract that's got this provision with selling seed crop back to the c c s i'm only aware of one in the record your honor i admit it's been a while since i looked at credit with respect to the rather seek contracts in the vandyke farm contract is an example of that those are substantially identical interesting lee your honor pointed out the effective date of that agreement and noted that it falls after  the bank security agreement and also falls after the default of c c s under the blue moon agreement the signature date on those contracts mr vandyke's contract is february ninth of two thousand and fifteen the notice of default twenty eighth of two thousand and fifteen so before the contract existed under which they're claiming these rights and which is the basis of their climb blue moon had already defaulted c c s for nonpayment thing that the why since holder or that i can never remember my oars and e s but blue moon the thing that blue moon has to be careful of and this is why there's a non assignment provision in here this is why there's a bankruptcy provision in here is that this patented seed is always under control of someone who is controlled by blue moon so the blue moon always has contractual privity with somebody and can ensure that this seed is either sold pursuant to a contract to protect swoons rights under the plant variety protection act or it's destroyed that's why blue moon has rights assigned to it as a third party beneficiary of the c c s contract so yes that's the reason for that is you have it's like agreeing to a judgment with a covenant not to execute it so that in the event that c c s goes bankrupt as they did in this case blue moon doesn't have to go to court and the stablish that it owns the seat there is no moment when this seed isn't under moons control even if it's in the hands of the rogue i don't get that it's your position that blue moon has the ownership of the seeds or the product through the whatever it is that your vision your honor if you were to look at the license agreement a license or hereby grants to c c s marketing and production rights a license paragraph six on the second page the parties agree that the variety show at all times remain the party of the license or how to c c s get seed paragraph five seed to some extent but the stance they don't have owned it shipped at the understand that the they own it or they do not own it it seems to me that as a matter of law they own all of this i don't understand how you can c otherwise i can contend otherwise your honor because the licensing agreement between blue moon and c c s that this one royalty says will be one blue moon is the party that is your honor respectfully it's not all they want what they want us to have control how does that affect the interests of the and until there's a default when there's a default then they're concerned about the royalties what happens is this the growers step into the shoes of c c s to the extent that they then have the responsibility for selling seed in paying the royalty which seeds and to pay a royalty when those is sold it's as simple as that but it's a patented it's this is much more akin to a license for intellectual property because these are patented seeds and this is every provision in this contract almost talks about plant variety protection act and the goal here is to protect their right in the intellectual property that is the pattern in the sea that's what makes the sea valuable this is patented seed this is what the p v p is for i you can or you only have a growing producer willing once you transfer physical possession of the seed to a purchaser or the agent of a purchaser based on the trial court's conclusion that the seed cleaners were not agents of the purchaser in this case that never occurred at least it never occurred as of the time of trial so the arguments of is advanced that because that has never were curred the bank seeking a declaration that it has a subpoena or lien right in these seeds must necessarily be true because until we give the seeds to the bank as a result of a court order here all right to have a to have a lien here doesn't right but of course it would looking at that the court look at the declaration that the bank sought in this case what the court was actually room and that's in that that excerpts of record one hundred thirty two they're seeking a declaration not just that they have a that is not a declaration even if mr sontag is right that aha your line doesn't kick in until we get the see and by the time we've got the seed we've already won the case and we have the seed even if that somewhat unattractive argument were legally valid it wouldn't entitle them to the declaration they seek that it there can be no circumstance in this case since it was determined that the cleaners are not the agents of c c s there can be no circumstance where moment where these liens came into effect and the seeds were paid for in the wings were vacated so to suggest that we could go back for a trial seeking dancer the sort of metaphysical question if you say you say this issue now because as c s who subsequently sold everybody was paid appropriately blue got its license see my anus i haven't we certainly haven't argued that it's moot i don't understand it to be moot because i understand that the thing that they're asking for is a determination that i guess as of the instant before possession would pass if we won the case when they came up i don't think it's they're asking for a declaration here with respect  confused as you just raised an issue of facts that happened subsequent that could arguably moot these the issues in this case i'm a little confused about that well i mean we certainly haven't argued that they moved the issues in the case in the seat has been sold that's and was paid for the farmers who raise the seed on their own dime haven't come close to being made whole for this let's not suggest that i mean they paid over six million dollars to grow the seed for c c s didn't get paid for it sold it two years later after being the way by this litigation at bargain basement prices so no they haven't properly paid in that sense and there's also the issue of possessory liens and the suggestion that we have somehow  we were required to cross a sign error on the issue of possessory liens this is based on they quoted to you excerpts of record one thirty one to one thirty three which is a part of an oral argument were judge asking me questions about our claims for possessory liens and doesn't seem very impressed with my arguments they're connected to pages one thirty four to one forty of the excerpts of record which are also in front of your arms out where this argument continues does not make a ruling one way or the other what judge mosman says is as mr sontag said you have to have an agent you have to have delivered the seed to your agent in order to keep your possess really what i argued to judge was no that's not what the case law says it says your agent or your servant and certainly in these circumstances the seat cleaners who we paid who gave who we directed who gave us back our seat when we asked for our servants judge i believe those organs are very much still in the case and i think a fair reading of mcgregor in yellow manufacturing says that we don't give up our possess remains when we send our seed out to our servant to be cleaned pay for it and then get it back is we explained in our opening brief there's a distinction between the variety which is like the patent and the seed which is the product and that agreement makes clear that c c s on the seed and blue moon own the variety i want to make some other corrections in the record the district court issued an opinion on the possessory lien you'll find at fourteen if the seed had been sold i don't know what or where this is coming from that what the district court decided on and said and told them and told the growers they said ok if i find that the warehouses are not the agents of c c s that means you have no grain producers lean correct they said correct your honor that's an e r fifty seven  the i also want to clarify the chronology here that the bank the parties entered into oral agreements in spring of two thousand and fourteen they entered in the security agreements in july of two thousand and fourteen there was a non payment in which blue moon terminated and reinstated the leases or the agreement in february five of two thousand and fifteen the agreement the or written agreements were executed after that date there was no breach oh they had entered into the security agreements long before when the parties had oral agreements and answers yes yes and are seventy eight to seventy nine the growers conceived that there were these oral agreements and the only change in the written agreements was the payment terms think that seeds as i say i think i understand your point now the this is poorly written at the outset of that agreement that says we're going to give you the seed stock at no charge and by doing so we in no way convey any ownership of the seed to the grower one could interpret that i suppose is just referring to that seed stock as a seed stock that's what i don't know if it says i'll give you the seed stock and were in no way conveying ownership of the seed it's much clearer in the other contract