using that merger factual determination there for a contractual agreement which is required under minnesota law moved tag to c m l pete and therefore c l p did that issue its opinion on page to page nine it says after the merger then all of all of the assets move because of the merger you know the contracts move the client moves everything moves but what's clear from the contract that was signed between north morial and tag ever got to c m lp and that the violation and the evidence of that which should have defeated summary judgment begins with which was entered by a court order which said that north morial collection agencies had to enter into written agreements with north memorial there is no doubt there is no dispute that that the requirement of the attorney general agreement the magistrate judge in allowing the amendments and this claim specifically held that was a viable f one claim the district court in footnote three of his opinion says that he doesn't disagree that's a viable claim he just  davit saying this happened this integration happened but there's no there's no document that show that it actually did and the hospital north korea which is the other side of this alleged required agreement testif on equivocally there is no written agreement with c m l that alone should have defeated summary judgment and this court recognizing that it's not going to be the same mistake as the district court on murder has to look at that evidence and decide this summ judgment must be reversed because one of the two parties to the agreement says there is no written agreement the nd piece of evidence that's ignored by the apple least in this case as it was ignored by the district is the  iraq a tory answer now there's one set of answers for both app ellie's together and that is so on february th of two thousand and nineteen and in that in iraq a tory answer they say we are separate entities with separate contracts and separate clients that is not merger that is not integration that is not that agreement has been assigned from one of the other they represented in february th of two thousand nine hundred dollars a year plus after the letters it issue there is this subsequent amendment and then the nd letter came out the problem is the disregard of the timing wrong the nd letter the letter that comes from c m lp is in march two thousand and eighteen and that appears in appendix  could have somehow transferred it over because it happens after the lawsuit has already been filed i think six months after the lawsuit is going to file for trying to clean it up with this amendment but that can't fix the violation their own account know we talked about this extensively in the break show that at the time that there's allegedly this assignment there's no rush in their internal records to show that happens they do show the coming open and they do show when it's assigned north memorial to theory having abandoned merger is integration there is no corporate form of integration in the statute in minnesota it doesn't exist they're trying to buy affidavits say with no written agreement trust us there was an integration and we'll tell you what it means the problem with their theory is that the minnesota statute says that if you're going to move all your assets which is what they allege the integration is you must do it for consideration and they admit there was no consideration tagged got nothing so under this reconstructed integration all of the assets including the contract allegedly move from one of the other but nothing moves back the other way which means under minnesota stat story law this cannot be a valid transaction instead it all stayed where it initially began which is with tack now wants the court recognizes there's at least the question of back to  hospital's testimony there is no written contract that means that their summary judgment should have been denied on the issue of the f one claim for violation of the attorney general agreement which appears in the appendix at fifty nine dollars to seventy eight client turned over i nor the more they admit that's what i mean but this account was never even in their own admission turned over by north mort their view of the events is that it was turned over to tag and that it w that you're making that c m a l p engaged in the debt collection activity without the permission the hospital it's not a question of permission it's a question the fact that the attorney general agreement requires a written agreement it's not permission it's not enough under the law in minnesota if you are going to be a debt collector for a hospital on a court order with the attorney general you have to have a written agreement that's  what judge true and i held that's what the magistrate judge in this court held that's what the judge in this case held in footnote three you must have that written agreement it's not simply enough to say they said it was ok what's required is that you have the written agreement and there is at a minimum conflicting evidence on the written agreement on the treasurer regulation claim because what was the best case where a court f t c e p a violation on that theory were no other words the the that requirements in the written agreement apply to the hospital's right on their face what's the best case that didn't apply is that to a debt collector trying to collect a debt on behalf of a public hospitals provisions applied to the debt collector and that there violation of it was an f one claim the magistrate judge in this case in granting the motion to amend applies that case and specifically hold the credit management alleged collection of a debt for north memorial without a written contract in violation of the agreement constitutes a viable six thousand and ninety two dollars after one plane that's not appealed by them to the district court that's the law of this case that if they engage in it without the written agreement it is a violation of f one they didn't appeal it to that article three judge then they didn't appeal it to this court they are stuck with that judicial determination it's also consistent with the other ruling know because the alleged assignment they rely on is from tag the c m l p it's not from north memorial to c m lp so even if you say that somehow they were able to assign from tag to c l p the account is still not turned over by north memorial it would be turned over by north morell to tag and then i guess turned over by tag to c l p but that's not the language of the what language of the letter suggests that it was turned over to them by their client which is not their client's northmore declined testified that language in the letter was important to her because she thought they were ratcheting up their effort and they were unhappy with tag the reason why i say that is when you use different we're going to statute you assume they mean different things and if you're talking about a representation here presumably maybe it only needs to be false in the deceptive means refers to something else a false representation would be sufficient to could be multiple things but i still think would be a violation on the treasure of location the entire issue boils down to one question can the debt collector do what the hospital cannot under agency law in minnesota under assignment on minnesota they can't and if they themselves and then answer any questions of the court one thing that i want to point out st is what judge kobus referred to is i believe with judge kobus that judge frank used the term merger in passing just as in credit management's affidavit before this court and that some read judgment merger was not intended to be given the legal term of two businesses combining as one such as law firms merging or big tech companies merging is simply the operations and contracts there's plenty of evidence before this court to show that what happened was in two thousand and fourteen a company called the c m i group purchased tag tag operated on its own until the decision was made for tad to be incorporated or integrated into credit management that decision was triggered everything but the lights were turned off and the operations were now under operating under credit management limited bringing in a what was there evidence in the record that indicated that tank still had it counts are ongoing accounts separate of the deposition testimony was and then the affidavit submitted by credit management and tag support the fact that tag did not have any ongoing collection activity  did refer to the account of trying to say that the account notes don't reflect a transfer of the a countering thing like that but that's asking for oh you must have evidence of this happening in there that's not something that would necessarily be notated and that what the evidence really shows is credit management now has account notes on this account and is handling its account proprium the tag account notes don't have any further collection on them and what happens is after tag it's empty a letter in november and seventeen nothing else happened on the account the transfer between the two companies happen and then credit management sent out a letter in march of twenty eight she did not receive any additional communications from tag and she received a letter from credit management and then really the next activity was the receipt of this lawsuit by credit management a just to hines order in the other klein case saying plaintiffs same talent but the timing of that order by just two haim was that motion to dismiss stage that is not a stage opposing counsel also hang his hat on the magistrate in this particular case of sensually saying the same thing is just too high and did that plaintiffs has i guess given enough to show a viable claim under the f t c p a and the magistrate's order or language in that was given in a motion to amend a little bit of factual basis or background is disclaimer this entire case originally started with just claims of the financial assistance plan not being in the letter after discovery the attorney general's claims came around and i think that actually goes a bit into judge shepherd's inquiry in the st case today about standing is this attorney general's consent order and everything is really background information that plaintiffs did not know about and has no effect on her and so it's hard to say see how there is any injury in fact caused by this whole story of the attorney general's order and if it's something that's discovered after the fact how was the harm how was there any harm when she simply received a letter but going back the attorney general's order and whether or not that is a potential violation of f one i disagree that it cannot be a violation of s one because  eternally general or the executive branch which the attorney general's office falls under is there to enforce or enforce compliance with compliance with the law the consent order in this case is not a law to create a again the attorney general's office does not write law and the legislative branch does the there is not any other supplemental law arguments state law claim th i think it would take them in or another judicial determination by another court to see if another court reaches the same conclusion because really i think with your hypothetical we're really talking about the court saying you have to include those five things your name not use your name i think that that ruling has to come from a law in the st place i wish i could give you a precise answer on that but  struggling with it turning to the financial assistance plan claims i think those are the easiest for this court to handle and that there is no law even the preface to that and i think it goes to some of the other claims in this cases regarding this assignment appellant on one hand as wanting to say this debt and all its rights to collect everything were assigned a credit management by north memorial health care and under that theory then that erases his claims that credit management had no authority to collect this debt from north moral health care kind of on both sides of the fence with this about assignment which is a bit peculiar but regarding the assignment there are limited rights transferred in just the collection agreement collection agreement is part of the court's record but looking at the treasury regulation the treasury treasury regulation is specific to that regulation applies to not for profit hospitals and health care providers that operate hospital facilities there is no way that credit management or tags fall under that umbrella in any way if congress wanted this to apply to the collection agencies it could have specified that it did not it is completely absent on i know th reply brief he cites to the affordable care act to try to support his position on this however the section of that simply states that if an account and paraphrasing if account is potentially turned over to a collection agency they have to have reasonable procedures in forming of a financial assistance program however in this particular case we are looking at a very vacuum situation where the only activity that took place on this was a collection of letters is fine had zero communications with tag ship zero communications with credit management l t all she did was or is she received a letter from tag and she received a letter from credit management l p no action was taken on either of those letters besides the receipt of this lawsuit later  on but again just the statutory language in the treasury regular the financial assistance program is not there to apply to credit management healthy the debts are simply assigned to credit manage melty or tag for collections that activity is limited to collection activity and it is not to disclose the procedures the all of the time and nuts and bolts of what happened with the health care provided to climb that is on the hospital's side and that is what the treasury regulations apply to conclusion we start to judge frank was correct and there is no violation if the c p a there is no authority to hold the treasurer acquirements apply to collection agencies as just makes no sense and opposing counsel has zero authority to show that and honesty if those treasury regulations applied we would have seen many of these cases forever ago when those treasury regulations were enacted and then the financial assistance program language would be in every single initial collection letter from agencies it's just not there that's not how the law's d been interpreted and this is one the only cases where this argument is being asserted regarding the assignments contractual ride for you to collect the evidence is before this court regarding those contracts  opposing counsel tries to hang its hat on north moral health care's representative testifying there is no written contract between north and moral healthcare and credit managed bad snippet of testimony ignores that there was the transfer or sign to credit management and then later on the teg north moral agreement was amended to replace tag with credit management l p north moral order and then one thing i forgot to mention earlier about the a g i order is there's also it being a a g s order there's no private right to enforce which goes a little bit back to whether or not it is  last a small additional claim that appellant rings is tagged falsely representing itself as credit management in the nd letter the evidence of sports does not support that credit management w but if you turn to the last page of it it's actually entered by the court the question that your honor asked is brilliant because it's a court order saying you must have a written agreement they didn't do it that's a violation of law  recovery of any money he says that the north bit i love that term isn't enough but north korea testifies as one half of this legit agreement we don't have a written agreement with that understands their obligation and they testify under oath we don't have an agreement that he talks about no private right of action that's addressed in tonight's decision or the court waive the evidence which is what it should not have done