Next case is international data products versus the United States 065083. We're ready when you are Mr. Tolcini. Good morning, Mark. I'm not going to try to touch on any issue that the address in our brings this time. We're going to have to go through some really clear and do rest the issues. We're very forthrightly. I want to focus on our own just to this, or are you a positive issue contract interpretation? The second is an issue of the application of logic. What appears to be a somewhat unique but not completely unique situation? Or we address the contract? Why don't you address the verilist case and tell us why that isn't controlling? Why, I'm not familiar with exactly the part of the verilist year that you've learned here. Well, seem to meet it. Cover this issue when you have a termination and you have a maximum and a minimum. And the price of the contract was not the maximum as you've argued here. But it's police the minimum and whatever has been ordered. And you've already ordered, there has been ordered and you've delivered much more than the maximum. I see 350 times. So verilist holds that you are not entitled to the maximum quantity. This is an idick contract. That's my recollection of verilist. You can see that verilist comes in a long line of cases but they're not termination for convenience cases
. And that I think is the issue that presents itself to this court on the issue of contract interpretation because there are two clauses here. One is the termination for convenience clause which is 2D bars, 250,000, 2.117,000. And the second is clause B2. So in the verilist, the clause is in our case and all that whole series of cases there is no termination for convenience clause. But in terms of post termination obligations, why isn't verilist just as binding even though it may have been a T for D? Because there's another clause in the contract that has to be read in conjunction with the minimum and maximum clause. And indeed in this particular case, we not only have the termination for convenience clause which has to be read with the minimum and maximum clause. But we have a minimum and maximum clause which has unique language in it which is that user's needs language which makes it into what really is a requirements contract. Hadn't the government already paid for these warranty services? No sir, they haven't already paid for it then. That was clear for me. Well they purchased under the contract with a warranty included in their purchase, right? So wouldn't the warranty under the contract have been a part of the purchase price? It's part of the agreement. It's what they bought. It's part of what they bought but it's not what they bought. So they bought it, they paid for it. Why wouldn't that continue after they paid for? Because it's not included in each particular computer that they bought. So that when I buy a computer, if the total cost of the warranty is in that same computer, the cost of that computer would be hundreds and hundreds of dollars more than the actual cost of the computer. Because the way these computers are processed, this was undisputed below. The way these computers are priced is that that cost is spread among all the computers that are expected to be sold out of this contract
. I don't understand if the government had the discretion to not exercise a second option. So it could have not exercised its option hypothetically. The contract would have only lasted a year. Are you suggesting that if the contract had only lasted a year, IDP could revoke its warranties on the product for that first year? If for some reason the contract did not exercise, the contract option was not exercised, we would have made a bad business judgment. We would have lost. But you still concede that under that scenario there was a warranty for the goods purchased the first year and that warranty holds. Under that scenario, that's true. So you're... Go ahead. But not under this scenario. We have here where we have a termination for convenience clause, which specifically states that we get paid not only for the work completed for which we have been paid, but also any work which we are in the course of preparing to do. So that any work that is in the pipeline, so to speak, is work that we are entitled to recover. And I want to point below. Where does that clause cut off warranties? That clause doesn't cut off warranties. Where is the clause that cuts off your warranties? Well, let's look at it this way. When the contract ends under what obligation are we to continue to do warranty work? That's what we didn't do it
. Because the government come to us to say you didn't reach the contract. The contract is ended. What could we possibly do? What warranty work do we have to do? Well, what about my first scenario though? If the government failed to exercise his discretion for the second option here, you conceded that you would have an obligation under the warranties. Because I would you answer your own question, though. Because in that particular instance, the warranting part of the contract would have been continued. In this particular case, there was a termination of the contract. The contract disappeared. And because the contract disappeared, the warrant disappeared. But because of your action, you were the one that sold your company to a non-sectionate company. If we would hypothetically take your position in this, wouldn't we give an incentive for somebody to front load their contract, sell their company to a non-sectionate and then avoid all those massive warranty expenses that you say can amount to hundreds of dollars in each computer? I assume that there are bad faith questions that can't be raised and can't be dedicated to the company. But isn't that... Wouldn't that be the law? The law would say you could do that in that instance then if we would follow your line of reasoning, right? If the law would be applied with an absolute malattaction, just... No, no, the law is the law. We apply it without looking at implications
. Not necessarily. And so everybody in your situation would front load those contracts and avoid all the warrant to come to you? The law often looks at implications. The law often looks at that good faith and bad faith. But you're conceding that would be the implication. I'm conceding that would be the implication on the other hand. How can that be true though? I mean, why wouldn't that suggest that you're reading far too much into this clause that doesn't say that warranties are terminated with determination? I don't think I've made it too far into this clause. Look, we have a contract here. Most contracts, in fact, when I draft contracts all the time, I could survive the ability clauses in the contract. And I say, these particular clauses survive termination of the contract. I do that, and that's a normal standard draft in the process. I do that because I know when a contract ends, the contract comes to an end, and send for anything that is specifically said to survive. And indeed, in the far, as we pointed out to you, determination for giving incendlement regulation specifically provides for the survivability of the contract. So, I think that's the reason why I'm talking about the warranties only by agreement, because that's an understanding that unless you have an agreement that it survives, when the contract terminates, that's the end of the warranty work. So, the answer to your inquiry is, is that you have a contract, and that contract has a certain life to it. And that contract's life either is one year or two years, or could be longer as well, but could be longer. And indeed, if the contract comes to a normal end, at the end of the course, as you say, the option is the exercise, the warranty provision is still continued, because the contract is yet alive, because the store warranty is yet alive. But you don't say that. Once a contract terminates, once a contract ends, it's obliterated
. There is no provision under which I can operate. Wonder, under your theory, if the government doesn't exercise a second option, there's no end to the contract, the contract goes on, or the warranty is good. But in termination, that's different. It would depend on how the option clauses written. I believe that in theory, if the government doesn't exercise an option, it's possible that the warranty also disappears. I believe that most warranty clauses are written in such a way that they would not disappear simply because an option is not exercised. That's different than in termination. When a contract is terminated, there is no more contract. It's taken off the table. But what you're saying when the government feels to exercise its option for a second year, then the contract is not terminated? Not necessarily. No. What is not necessarily the union? It depends on the language under which they're operating. Well, let's say the language doesn't say the contract is going to continue for purposes of warranty. It doesn't say it's going, well, it depends on the option language. I think the option, specifically, the option language in the contract where there's no option to exercise says that the option to exercise is not exercised. And in that particular instance, the right to order anise. I think that's how that's interred. Is that the case in this case or the option? The option
. I don't know how that option clauses is written in this particular case. It's not really an issue because an issue here is that they terminated the contract. And that is what is key, the termination. And again, if it's from a logical perspective, that's as soon we didn't do the warranty work. And the government come to us and say, you're in breach. You can breach it. What? There is no contract. It's been terminated. That's assumed that there was a dispute as to whether or not the government comes to us and says, do it. But we say, don't do it. How do we dispute this? The contract is terminated. There is no more contract. You're saying the warranty was under the contract? I'm sorry. You're saying the warranty was under the contract, which has been terminated? Correct. And once the contract is terminated, the warranty is terminated. And that's what, and that's how you get to that, and that issue because there is no more warranty. But here, there's a second issue in this case. And the second issue is equally important
. And that issue is the issue whether we get our termination inventory payment. Because that goes directly to the barrel list and that whole line of cases. The question there is, are we limited to that minimum amount? And our position is, of course, we're not limited to that minimum amount. But we cited the cases to court, which are distinguished on the grounds that these are semi-requirements cases. The Elvano case, for example. But if you look at the language in those cases, it's not decided on whether it's a requirement case to orient a plain ID IQ. And if you consider it society on the basis of that, you can't apply minimum. And an ID IQ contract, because these are all ID IQ contracts, you can't apply minimum and minimum clause to cut off the right to termination for convenience payments. Because under termination for convenience clauses, I was saying, you never write to preparation. And in this particular case, put yourself in the circumstances, why do the IDP was told that it had a $100 million estimated contract to propose in this proposal, which was part of the contract that it was going to maintain an inventory. It maintained the inventory. It had hundreds of thousands of dollars worth of items in inventory on the way of termination. The government comes and says, we're not paying you for that termination in the inventory, because we've already paid you $100,000 on pick one. That's all our obligation is. Well, my client's obligation was to have this massive inventory, because that was part of the contract. The termination convenience clause says, we get paid for everything that is in process. Mr. Tochon, you do have time left that you asked to save seven minutes and you're down to less than three, whatever your choice is, is fine with us
. I see that, Your Honor. I'll just, I'll just invite referring the court to the Albanan court, which specifically said, the argument that was being made by the government should be rejected. An attempt of termination under the indefinite quantity clause, which is exactly what we are dealing with here. Afterwarding the minimum services near specified, which is exactly what the government is arguing with you. Without any further responsibility for planning, conflict with the obligations imposed by the termination convenience provisions. That's our point. That's what the law is in this circuit, when we ask that it be adhered to the response. How we serve? We'll save the rest of your time. This is Kid Miller. May I please the court? There are three critical facts to resolution of the appeal. First being that the government did prepay all that it was ever going to pay for the warranty services. Second, that the plain meaning of the contract contemplated that the warranty obligation would continue beyond the completion or end of the contract. Contemplated. Where was that expressed in the contract? First, Your Honor, the contract did not tie the contract under the continuation of the warranty in any way to completion or termination. On the contrary, the contract said that the warranty services, depending upon the product, were last for two to five years. That's not tied in any way to the end of the contract. So that if the government is.
.. Of course, that's under the contract, isn't it? Yes, Your Honor. And the contract is terminated. However, the termination of the contract did not avoid or cause to disappear the completed task orders that had already been accepted delivered paid for. What's your response to the other side says? We'll see that doesn't make any sense because what if they refuse to comply with the warranty? What if there's a dispute? How does the government then... I mean, their point is, as you heard, is how does the government then enforce this warranty when the contract is terminated? Your Honor, there's no contradiction. The government would sue for a breach of warranty. Some authorities consider that to be a species of a type of breach of contract claim. And here, that breach relates to those completed task orders, which the government had paid in full. And under those task orders, the warranties then attached to the goods. Here, the termination affected future performance by the parties. In other words, activities that would have remained executory on both sides. The government wanted to place new orders and then, I think, fulfilling those new orders, these warranty services were not completely... It wouldn't be completely new contractual obligations
. Isn't that the answer then that you have to sue them for breach of warranty when they fail to provide the warranty services? Yes, Your Honor. You have to sue them, not use this vehicle. You have to bring an independent suit and sue them for breach of warranty, isn't that correct? I believe so, Your Honor. Yes, as opposed to, for example, an equitable adjustment to the contract that had already been completed, we would bring independent action against them. Can I... Your brief repeatedly applies to joint appendix 88. And I couldn't find that page in the appendix. Your Honor, it was not included in the appendix. It was left out. There are two places which you can see that warranty language in the materials before you go to the first. It's quoted at page 16 of the government's initial brief from warranty provision. It's either repeated in the trial course, pending. So it's the same warranty provision that you mentioned in the court of points opinion, okay? Yes, Your Honor. I can find that. There are like three big appendices, but the main page of rely on the appendix wasn't there, but that was really confusing. Yes, Your Honor. It was inadvertently admitted. Ominous. But that language is in the court of crime, the language cited in the court of crime. Yes, Your Honor. It's a paragraph set off by the court. It says the warranty shell, it has the word shell pulled and underlined. It's that language there. The desktop 5 contract, plain language of the contract, shows that the warranty is word tied to the products that were sold and paid for. When I did mean the unit prices were the computers, it gave no separate pricing for the warranty services. The pricing of the contract appears beginning in page 61 of the appendix. I'd refer the court to page 133 of the appendix, which is an excerpt from IDP's own proposal, which clearly shows units listed with one unit price and the descriptions underneath those units, three year warranty, showing that that warranty was tied, and the price of the contract was a part and parcel of the goods that were bought, sold, and with respect to those taskwaters, completed as of the time of payment. Now, the termination notice is said, immediately stop all work, terminate subcontracts. This termination will not affect the rights and liabilities of the parties arising out of contract or otherwise concerning defects, guarantees, or warranties. That was the termination notice. Is that binding? It's not contractual. There wasn't greed to find the other side. What is it significance? I mean, if I'm on the other side from you and I say something that doesn't necessarily make it so, except if they had the right to terminate that obviously was so, but the state that warranties continues. Who is the support for that? You're under the reservation and the termination notice provides clarity to the parties
. It was inadvertently admitted. Ominous. But that language is in the court of crime, the language cited in the court of crime. Yes, Your Honor. It's a paragraph set off by the court. It says the warranty shell, it has the word shell pulled and underlined. It's that language there. The desktop 5 contract, plain language of the contract, shows that the warranty is word tied to the products that were sold and paid for. When I did mean the unit prices were the computers, it gave no separate pricing for the warranty services. The pricing of the contract appears beginning in page 61 of the appendix. I'd refer the court to page 133 of the appendix, which is an excerpt from IDP's own proposal, which clearly shows units listed with one unit price and the descriptions underneath those units, three year warranty, showing that that warranty was tied, and the price of the contract was a part and parcel of the goods that were bought, sold, and with respect to those taskwaters, completed as of the time of payment. Now, the termination notice is said, immediately stop all work, terminate subcontracts. This termination will not affect the rights and liabilities of the parties arising out of contract or otherwise concerning defects, guarantees, or warranties. That was the termination notice. Is that binding? It's not contractual. There wasn't greed to find the other side. What is it significance? I mean, if I'm on the other side from you and I say something that doesn't necessarily make it so, except if they had the right to terminate that obviously was so, but the state that warranties continues. Who is the support for that? You're under the reservation and the termination notice provides clarity to the parties. We do not contend that the reservation is the key element to whether to want to survive or not. But that's the issue before us. It's whether the warranties survived and contract principles will answer that question. A reservation, the government did reserve here, but reservation is not necessary in order for the warranty to survive completion of the contract. IDP has suggested that a reservation is necessary simply because parties routinely reserve warranties. But the routine reservation does not necessarily mean that in the absence of a reservation a warranty never survives the completion of contract. I don't think you mentioned a very least yet. The option for that case would seem to give it special importance, but isn't that significant here? Yes, Your Honor. Barely does control on the question whether IDP is entitled to anything above the minimum contract price here by way of termination cost. In Barely, it doesn't matter whether there's a termination for convenience. Let me start that over again. IDP is suggested that Barely does not comply because this is a termination for convenience. However, Barely is discussed and focuses upon whether the contract is an IDIQ contract. And if that is true as is the case here, it doesn't matter how the contract ends. The termination for convenience doesn't affect the type of contract. This clearly is an IDIQ contract, the plain language of the contract identified as such, the proposal from IDP identified as such, the request for proposals, the trial court found it was an IDIQ. The place complaint lists it as an IDIQ. Is there a difference between warranties and upgrades in this case? Is this case just about warranties or upgrades assumed in that? Because some of the cases we have talked about upgrades
. We do not contend that the reservation is the key element to whether to want to survive or not. But that's the issue before us. It's whether the warranties survived and contract principles will answer that question. A reservation, the government did reserve here, but reservation is not necessary in order for the warranty to survive completion of the contract. IDP has suggested that a reservation is necessary simply because parties routinely reserve warranties. But the routine reservation does not necessarily mean that in the absence of a reservation a warranty never survives the completion of contract. I don't think you mentioned a very least yet. The option for that case would seem to give it special importance, but isn't that significant here? Yes, Your Honor. Barely does control on the question whether IDP is entitled to anything above the minimum contract price here by way of termination cost. In Barely, it doesn't matter whether there's a termination for convenience. Let me start that over again. IDP is suggested that Barely does not comply because this is a termination for convenience. However, Barely is discussed and focuses upon whether the contract is an IDIQ contract. And if that is true as is the case here, it doesn't matter how the contract ends. The termination for convenience doesn't affect the type of contract. This clearly is an IDIQ contract, the plain language of the contract identified as such, the proposal from IDP identified as such, the request for proposals, the trial court found it was an IDIQ. The place complaint lists it as an IDIQ. Is there a difference between warranties and upgrades in this case? Is this case just about warranties or upgrades assumed in that? Because some of the cases we have talked about upgrades. Is there a difference? There may be. In this case, warranty upgrade services has been used as a phrase throughout including at the trial court. Certainly, repairing a defect is somewhat different than providing a new version. That's why I'm asking the question. They are different. Now, in this case, the Juentic Pindex demonstration, since it's beginning at pages near the end, page 1372 and on, you see a series of emails, the government was seeking the warranties services, and the things that were broken after contract termination, masses that wouldn't work, hard drives that failed to work. So really, what we had an issue here in this six or eight month period, depending upon which part of you asked, are those warranty repair services? Yeah, but you're asking us to rule on the fact that the other side is obligated under the warranties. Are you saying, so what's your answer to my question? Is that just warranties for fixing or does that include upgrade? It's our position that it would include both. However, if the court would disagree, we would certainly maintain that at a minimum it has to include the warranties repairing and defective products. But how do we do that? You're asking for a legal principle that we, as you responded to Judge Raider, we're supposed to construe the warranty and say you're enforcing the warranty. How we supposed to parse and say we're enforcing only a part of the warranty that deals with fix it, and not that part of the warranty that deals with upgrades? No, you're not. I'll say again that I didn't recall that the upgrade was specifically in the warranty provision. There are some other sections of the contract related to, for example, technical support. The warranty provision itself appears to move into the carrying of the defects. And in those are the services that the government maintains under any circumstances, carrying on here. So what is the government's position that we only enforce the warranty and so far as it deals with fixing defects? The warranty is for a repair of defects that the upgrades services are something slightly different. And while we maintain that they didn't survive, they are slightly different. So this court could enforce the warranty provision as it appears in the contract, meaning repairing of products
. Is there a difference? There may be. In this case, warranty upgrade services has been used as a phrase throughout including at the trial court. Certainly, repairing a defect is somewhat different than providing a new version. That's why I'm asking the question. They are different. Now, in this case, the Juentic Pindex demonstration, since it's beginning at pages near the end, page 1372 and on, you see a series of emails, the government was seeking the warranties services, and the things that were broken after contract termination, masses that wouldn't work, hard drives that failed to work. So really, what we had an issue here in this six or eight month period, depending upon which part of you asked, are those warranty repair services? Yeah, but you're asking us to rule on the fact that the other side is obligated under the warranties. Are you saying, so what's your answer to my question? Is that just warranties for fixing or does that include upgrade? It's our position that it would include both. However, if the court would disagree, we would certainly maintain that at a minimum it has to include the warranties repairing and defective products. But how do we do that? You're asking for a legal principle that we, as you responded to Judge Raider, we're supposed to construe the warranty and say you're enforcing the warranty. How we supposed to parse and say we're enforcing only a part of the warranty that deals with fix it, and not that part of the warranty that deals with upgrades? No, you're not. I'll say again that I didn't recall that the upgrade was specifically in the warranty provision. There are some other sections of the contract related to, for example, technical support. The warranty provision itself appears to move into the carrying of the defects. And in those are the services that the government maintains under any circumstances, carrying on here. So what is the government's position that we only enforce the warranty and so far as it deals with fixing defects? The warranty is for a repair of defects that the upgrades services are something slightly different. And while we maintain that they didn't survive, they are slightly different. So this court could enforce the warranty provision as it appears in the contract, meaning repairing of products. And that can be done without having to split apart the warranty provision as it appears in any way. Going back to the issue, whether this is a requirements contract, there's absolutely no interpretation necessary of this contract. It lacks the essential elements of requirements contract. The government was not obligated to purchase all up to a certain amount of requirements from IDP. Indeed, there were other awardees under this very contract. So IDP knew that the government would not be coming to it to meet its requirements and in this contract, that's an essential element of a requirements contract. It was expressly an IDC. Pardon me? It was expressly an IDC. Yes, Your Honor. IDEQ. Yes, Your Honor. Finally, if this court should... I'm looking, by the way, at the warranty clause, the red brief on page 16, and it does include a two-year upgrade warranty on software. So upgrade warranties seem to be included in the warranty, along with defect warranties. How would we make that distinction? It's in page 16, and I'm just looking at that warranty clause. Contractors should provide a three-year onsite 24-hour fixer replace hardware warranty and a two-year upgrade warranty on software
. And that can be done without having to split apart the warranty provision as it appears in any way. Going back to the issue, whether this is a requirements contract, there's absolutely no interpretation necessary of this contract. It lacks the essential elements of requirements contract. The government was not obligated to purchase all up to a certain amount of requirements from IDP. Indeed, there were other awardees under this very contract. So IDP knew that the government would not be coming to it to meet its requirements and in this contract, that's an essential element of a requirements contract. It was expressly an IDC. Pardon me? It was expressly an IDC. Yes, Your Honor. IDEQ. Yes, Your Honor. Finally, if this court should... I'm looking, by the way, at the warranty clause, the red brief on page 16, and it does include a two-year upgrade warranty on software. So upgrade warranties seem to be included in the warranty, along with defect warranties. How would we make that distinction? It's in page 16, and I'm just looking at that warranty clause. Contractors should provide a three-year onsite 24-hour fixer replace hardware warranty and a two-year upgrade warranty on software. Yes, Your Honor. I see that. Well, we're meeting that that should be enforced. Okay. The upgrade here was intended so that the part of the bar was that the government didn't want to buy products. And the obsolete 30 minutes after they came off being something we wanted. Now, that could be construed as a defect. Certainly, it was part of the part and parcel of the parties bar. So, in... We're not aware any more that would prevent this court from separating out the upgrade services. And if this court could still enforce the warranty for defects? Well, it's just...it's very difficult, I think. I mean, as you recognize in your brief, this is kind of a new issue, and you're asking this court. So, on a theory of warranties and the requirements of warranties, it's
. Yes, Your Honor. I see that. Well, we're meeting that that should be enforced. Okay. The upgrade here was intended so that the part of the bar was that the government didn't want to buy products. And the obsolete 30 minutes after they came off being something we wanted. Now, that could be construed as a defect. Certainly, it was part of the part and parcel of the parties bar. So, in... We're not aware any more that would prevent this court from separating out the upgrade services. And if this court could still enforce the warranty for defects? Well, it's just...it's very difficult, I think. I mean, as you recognize in your brief, this is kind of a new issue, and you're asking this court. So, on a theory of warranties and the requirements of warranties, it's... So, you're saying, well, we could say certain warranties are enforceable and others are not enforceable. Is that what you're suggesting? You're saying that those warranties that are warranties? In other words, if an upgrade is going to be defined as... But the upgrades in the warranty here, so that kind of dispels that argument, doesn't it? You know, you're calling it a judge rate of put it out. But you call it an upgrade warranty. I mean, that's at least what the parties seem to think was included within the term of a warranty. It could also be called upgrade services. And it doesn't have languages, it's somewhat irrelevant. But the... Well, no, the language isn't irrelevant. That's your problem, because the language is upgrade warranties, not upgrade services. Well, as the.
... So, you're saying, well, we could say certain warranties are enforceable and others are not enforceable. Is that what you're suggesting? You're saying that those warranties that are warranties? In other words, if an upgrade is going to be defined as... But the upgrades in the warranty here, so that kind of dispels that argument, doesn't it? You know, you're calling it a judge rate of put it out. But you call it an upgrade warranty. I mean, that's at least what the parties seem to think was included within the term of a warranty. It could also be called upgrade services. And it doesn't have languages, it's somewhat irrelevant. But the... Well, no, the language isn't irrelevant. That's your problem, because the language is upgrade warranties, not upgrade services. Well, as the... As the trial court and the parties are referred to as warranty and upgrade services, and with respect to that, the warranty can still mean the defects. The defects were care can continue on. But what basis, on what theory would we say defects, okay, not upgrades, not okay? And on what basis would we say that? One basis upon which the court could say that is to look at upgrade services as requiring some sort of continuing performance by the... by IDP, rather than just correcting a defect, it's more forward looking and it's providing an entirely... an upgraded product, in some respects, a new different product than the one originally provided. I think you're making the other side argue about it. In an effort to demonstrate that Adam Minimum, the warranty and the repair of defects here, should continue on. And finally, that if the court should disagree, IDP is entitled to know further payment for that work, because the government has paid in full for that work. Thank you, Ms. Kidmilla. You had asked to save a little time for your cross appeal, but you've gone over. And the issue of the cross appeal and the main appeal are so close that I think you've had your time. So we'll hear just a little bit of rebuttal from Mr
.. As the trial court and the parties are referred to as warranty and upgrade services, and with respect to that, the warranty can still mean the defects. The defects were care can continue on. But what basis, on what theory would we say defects, okay, not upgrades, not okay? And on what basis would we say that? One basis upon which the court could say that is to look at upgrade services as requiring some sort of continuing performance by the... by IDP, rather than just correcting a defect, it's more forward looking and it's providing an entirely... an upgraded product, in some respects, a new different product than the one originally provided. I think you're making the other side argue about it. In an effort to demonstrate that Adam Minimum, the warranty and the repair of defects here, should continue on. And finally, that if the court should disagree, IDP is entitled to know further payment for that work, because the government has paid in full for that work. Thank you, Ms. Kidmilla. You had asked to save a little time for your cross appeal, but you've gone over. And the issue of the cross appeal and the main appeal are so close that I think you've had your time. So we'll hear just a little bit of rebuttal from Mr. Tolcino. Thank you, Your Honor. I guess the outcome that's presented to the court is, what is the difference between determination and convenience, and simply stopping orders? And barely since the judge who already knows, that was a case in which barely since the planning, because they simply stopped placing orders and bearings was upset because they stopped placing orders. But there was not a termination for convenience. That is critical. When there's a termination of convenience, then the court has to go back and look at the TCC clause, because that is a contractual clause. And that clause specifically says that when you terminate, it comes to an end, and you get paid for all the work in process, which is the inventory claim. And you don't have to do any additional work. That is what a termination means, and that's a difference between barrelless work, they just stop ordering an intermination, which ends the contract. Then the court asks inside what, whether you need a reservation to make, in green reservation in order to allow certain parts of the contract to continue. And our position is you do far-sense specifically that you do, because that's how the termination of convenience agreements are written, the settlement agreements are written, far explicitly says that. Common sense and practice of all lawyers says that's what you do, because we all put survivability clauses in contracts. This doesn't have that survivability clause, so what you come up with is exactly the issue that you were delving into with government counsel. You have a contract policy that says we have to provide up-grims. How do you do that when there is no contract? Counsel says that they can sue us for breach of contract if we did provide war. No, breach of warranty. A breach of warranty. But there is no such thing as a breach of warranty unless you have a warranty contract, but the contract is terminated, so what do you do? That's the problem with this particular case
. Tolcino. Thank you, Your Honor. I guess the outcome that's presented to the court is, what is the difference between determination and convenience, and simply stopping orders? And barely since the judge who already knows, that was a case in which barely since the planning, because they simply stopped placing orders and bearings was upset because they stopped placing orders. But there was not a termination for convenience. That is critical. When there's a termination of convenience, then the court has to go back and look at the TCC clause, because that is a contractual clause. And that clause specifically says that when you terminate, it comes to an end, and you get paid for all the work in process, which is the inventory claim. And you don't have to do any additional work. That is what a termination means, and that's a difference between barrelless work, they just stop ordering an intermination, which ends the contract. Then the court asks inside what, whether you need a reservation to make, in green reservation in order to allow certain parts of the contract to continue. And our position is you do far-sense specifically that you do, because that's how the termination of convenience agreements are written, the settlement agreements are written, far explicitly says that. Common sense and practice of all lawyers says that's what you do, because we all put survivability clauses in contracts. This doesn't have that survivability clause, so what you come up with is exactly the issue that you were delving into with government counsel. You have a contract policy that says we have to provide up-grims. How do you do that when there is no contract? Counsel says that they can sue us for breach of contract if we did provide war. No, breach of warranty. A breach of warranty. But there is no such thing as a breach of warranty unless you have a warranty contract, but the contract is terminated, so what do you do? That's the problem with this particular case. Once it's terminated, there is no contract, it comes to an end, and there is no further right to sue anybody under, because there is nothing to sue one. But you agreed to provide them looking at this upgrade warranty for two years. And they terminated the contract. No, no, no, you agreed to provide that. They terminated. As a warranty. A warranty, why doesn't that run separate from the contract? They've paid for it, they bought it, they are entitled to have, if Microsoft comes up with some fancy new upgrade, they're entitled to have it. They bought it. And you agreed to provide it to them. It can't run separate from the contract because it is part of the contract. You can't take a piece of it and say, this is separate from this one state. And this one, it's part of one document, part of one agreement. That's the first answer. The second answer is that you cannot say it. So if an expensive upgrade comes out, once again, you have a real incentive to ship your, to sell your company to an on section eight and avoid all those obligations. Well, maybe the judge made the government has to change far, but this is the what we're working with. I can't, I go to, as someone said, I go to war with what I got, not with what I wish I had. The government goes to war with the causes it has, not with what the wishes it had
. And this is all we got. And if the government thinks that they're could be unfairness, they change the law all the time. That can change the law, but that's not what we're doing with here. Thank you. Thank you, Mr. Colchun. Here's submitted. Thank you