transactions between the parties and i just wanted to focus on something that i think that just a court judge didn't understand very clearly which is the way insurers pain doctors and you may have experienced this too they pay a procedure fee to the doctor for performing the procedure they also pay a facility fee for example to the hospital for having nurses in a sterile sterile conditions and those are billed separately and you may have seen that when you get your because that's the way the terms are built it's it wasn't i mean that defendant certainly understood that but that that's just the way insurers what we say is what happened before she joined the practice was the insurer paid  if if that's true then then all it means is if we can amend we can we can because that's that's the way it happened we we thought that defendant understood that and that it was it was clear but if it's not clear we can certainly and so i think as i said we can amend but i think i think below in the context of what westside pays her it is straight partnership share but in the in the content of her total in the context of her total income it's the insurers that the contracts that she has with the insurers are paying her directly the procedure so any time west side denies her a procedure that's denying her the other thing i wanted to focus on is that there are a whole twelve motion that just recording gauged in impermissible fact finding one of the things the district court said was there just is no trade secret here the court cannot make that determination they could say we didn't sufficiently this have found things such as customer lists that they're kept confidential they've also been technical data internal pricing information work product research engineering designs as well as being as in bonn as being sufficient leading to show tra she's saying is a trade secret but it's also the expertise to use as a template it's a system of working knowing how to work with the insurers how to address for example denials and resubmit claims and shepherd the claims through the process we can definitely get more information about that but you're not required to disclose exactly what the trade secret is the template as the embodiment of that was something that was dependent has and it puts them on notice of what caught what things are part of the trait secret but we could certainly elaborate on that that's not a basis for saying a claim is huge you certainly can't say there's no trade secret there all you can say is we didn't plead it sufficiently why didn't you tell the court that you had additional details on those things that you can it was a very wealthy argument and i'm sorry that we that we didn't but we thought that at least that if the court understood that what it train your determining whether something's a trade secret is is a complex process it's not something you do on the pleadings and we want and we gave by pointing to the also something where they're preaching in agreement that doesn't mean it's not also a trade secret claim but because the d t s a is new there really isn't in the circuit so but traditional trade center claims also line two things that are are pleaded in the each claim there's rarely a statement a smoking gun statement of animus like there is in this case on a ninety eight dollars to ninety nine dollars where they say we want to get rid of the older doctors that rarely so there was an a miss that's not even related to specifically the retirement policy but just the wanting to push the older doctors out and she doesn't need to be seventy or that we we pleaded that they didn't refer cases to the two oldest doctors in the practice but also the reason is because these are shares and there's a market for the shares which is we know that because there was an outside investor who valued the shares when she went to say fine if i have to retire she went to her partners and said i'll sell you the shares we have a valuation they didn't want to take them anywhere near the market price she has already suffered that loss and in any other case that would be you would when there isn't you know a broader market for the shares you'd say they know they're just going to hold out because they can't force her to sell it and again that's a policy that was implemented vote the board can implement the policy and that's what happened and they told octaves they implement the policy and so what they're talking about is maybe on the nd vote they didn't all with their saying is they didn't doctors out and in some sense the lawsuit has had a premature well not in the sense that they've already started denying the other doctors cases and so there there's already been some discrimination not in the discrimination against white males as they did against by not giving her these procedures because she didn't look like dr who a white male and the parties want to basis of the decision of who to refer patients to the cool practice relates in any way to race national origin gender you know we have to take it as true and he pleaded allegations at this stage of the procedure so they said to send a meeting of doctors that said we're not giving you procedures because you're not a white male a gould patients want a white male to do their procedures under said and as westside does deny that but accepting that as true it does not believe that that's sufficiently declaimed given how given the other growth majority of those claims were referred to female doctors who are no be allowed here there is but the standard says that it should be freely given if in the interest of justice this would now be appellants th attempt to state federal cause of action she has filed a complaint an amended complaint a nd amended complaint each time tempting to add new claims that might push this case into the federal court but she's been unable to make out any of those plans and no point out counsel didn't say we can fix it this way we can fix it that way three times she did make reference during your argument to wanting to replace but there are elements of each of her claims that render amendment futile equal pay language refers to being equal wages right doesn't make reference to offering to pay some wages your position is if someone says i'm going to pay you the same as a man never does that you don't have an i was assuming the existence of other employees who receive the same wage would essentially render away the air an equal pay act claim which i think runs counter to the narrow scope of that law appellant has not stated under any that she took any steps in order to keep her template confidential there was no confidentiality agreement no password protection and it was not limited to a certain number of users those things can't confidentiality provision regarding information in an initial agreement from two thousand and fourteen between appellant and westside it has no specific reference to the template nor did appellant bring up any confidentiality concerns regarding the template when she voluntarily presented it to west and she was never paid for the work she did on the tablet but that's breach of contract west side would agree with that yes but it's not the to the extent that appellant claims that she has not been paid any promised salary for her work in the billing department we would agree with the district court at best for her and worst for us that's a breach of contract and i just want to point out a title seven claim does not require compared or an e p a claim does and i just want to make sure there's there's no confusion about that so we pleaded a comparative for that the e p a claim and that's the emory versus mark in products which is sophisticated employees should know and in fact her disclosure was to the billing committee it was not to all of the doctors where they could use it in their individual practices as well this was in the context of billing and so there was actually and understood from from the entire relationship the operating room it covers home potential information and in this specific context because it was a limited disclosure or specif people who absolutely knew that that information was confidential places where not only does she adopted fact findings which is improper to do but she also gives deference to someone who is not an article three judge you cannot decide a motion to dismiss and that alone would at least to look at what she did but we also think that there's an there are there's enough in this pleadings or what could be pleaded and we show that in our papers that really should be reversed and we should have an opportunity to amend court why were they in the in there in the beginning no your honor but what precipitated the complaint being filed was this deal that was supposed to go through and we actually thought that we may need an injunction based on what they parties were telling us about what they were going to do to the older doctors if the deal went through and so we want we we wanted to know that there was a judge assigned to the case and we would go back and amend and in doing going through all of the