issues that the court could reach and resolve in this case in favor of f l age that would require reversal one of them is this big an interesting question whether there is or should be some kind of know the doctrine in the circuit th fixing certain kinds of jurisdictional issues in the original cleaning of a complaint but before the court gets to that question i think it can and probably should decide this case on the narrower ground that none of the problems with the firing of this complaint are actually proper nd then no one raised any issue of their corporate capacity or their legal existence at any point prior to the rd amended amended complaint and since you know says that we don't have any obligation to plead either their legal existence or their corporate house or the we didn't really think of this as an issue that had any favorites and if it doesn't have any dealings it doesn't matter to we don't think that that's an article free standing issue there dissolution and we know that that's not i guess ok so let me ask a question does it as all corporation have article three standing to it can yes and we know that because it's quite possible under state law for a corporation to have been dissolved but retain capacity to sear and be sued and federal courts do to keep those cases all the time in fact the bankruptcy laws permit the federal courts to hear cases respecting to have capacity to sue and appears appointed even though you don't legally exist for other purposes and it is possible to legally exist for other purposes by lack of capacity to sue neither of those are jurisdictional and i don't think one plus one equals three i don't think you can take these two issues mustn't together and create a jurisdictional issue out of them we couldn't carry on the lawsuit and we needed to substitute in their propre a successor in interest and here it is as alleged as assignee of those  but you know the question whether or not you can sue in the corporate form is really just a question about whether the underlying human beings are allowed to use a corporation to bring a lawsuit or whether they need to sue as you know partners or shareholders or the like and if you look at look at both rule nine and rule seventeen in this regard rule nine is entitled capacity authority beagle exists and it treats all three of those things exactly the same which is to say as not necessarily jurisdiction so i don't think there's any way to accept the defendant's argument that legal existence is necessarily jurisdictional without thinking that the rule was you know simply wrongly drafted by the rules committee congress s court and then will seventeen permits federal courts to essentially create jurisdictions corporations that don't exist under state law for purposes of indicating a federal right out of a partnership or other you know loosely affiliated saelens individuals again this is just a credential question about whether a corporate entity is an appropriate way to vindicate underlying rights and that question isn't properly a is it a corporation is it maybe the underlying interests of the corporation as and you are squid case you know should you be using the names for boids instead of lloyds itself or should you be using the assignee in a case involving a son and the correct answer under rule seventeen is you sort of named the real party in interest as i mean here but that is a rules issue and the fact that it's a rules issue has two really important consequences one is as soon as me knowledge that this is an issue of the rules we can at least recognize that the settlements there were already and respecting two defendants should properly be entertained by the district court because those defendants willingly gave up not be dismissed for failure than in the real party just to you give the party the opportunity to join and if you give f l it's the opportunity to join this case all the problems go away if eligible is going to ask you about the rule seventeen substitution issue if it  seems like it's not just a situation where you're you know you've got the wrong energy in your place in other and the courts actually had to look into this if the a to see whether the rights had been properly assigned and that seems to start to get into some merits issues is what's your support for rule seventeen applying in a situation like well i think rule seventeen is always going to involve that central seventeen involves an assignment into this and the defendants want to argue that no assignment occurred you're always going to have this you know issue of whether or not which you described as a marriage issue i don't think that is a marriage that you have it's just subsidiary to the decision of this non marriage question whether or not the party claiming to be the real party interest actually is the real party in interest and just on the assignment i want to make one really important point the terms of the assignments from from point and some tara are different this is the issue that the district court resolved about security actions just does that language just does not appear in the sun terra assignment so i don't think the defendant problems but the lack of capacity or corporate existence does not create a jurisdictional bar although the court needs to find a proper point probably and it needs to be named and that for the reasons judge i guess to rephrase what i think i actually wanted to answer was how would you affirmatively stay under your theory of the case why there is article three standing here not not why there are jurisdictional impediments why do you say that notwithstanding the facts that these two corporations were dissolved is standing not that there might theoretically be the fact that they were dissolved so i think as a theoretical matter it's got to be for the exact same reason that she was hoping for why the sign nor continues to have article three jurist stand standing he's going to collect the money yes i need doesn't like that he's going to come and you know beat him over the head with the law students and give me the money but that's just a contractual be between the two of them right and it doesn't mean that i don't have standing just because i have a contract and say we're not giving you my got them from somebody who's dead or i got them from a corporation no longer exists and we are downstream a year or two years one hundred years and now i'm still fighting a lawsuit on behalf of this dissolve corporation or dead person why is it that taking apart the taking us of putting aside that analogy where you have a corporate remedy that park which is the th circuit case correctly identifies the redress ability requirement is about whether this is the kind of injury that can be properly redressed with the judicial power not whether this claim to fame is going to get the money at the end of the day oh isn't that just another way of saying that i have read most of those cases is saying well it just the fact that the plaintiffs may have to give away the money almost to a certainty to somebody else doesn't take away the fact that they're going to be able to get the money i mean who knows right maybe the assignee says you know what you're a nice guy and you with money so what you know i walk away from it if the lawsuit puts money into the hands of a plaintive there's always a theoretical contingency that maybe they don't gave at the end i think this is where the analogy between a dead person and to him dissolved corporation breaks down because in just the way than an assignment or contract might pass the proceeds from a corporate lawsuit from one corporation to another corporation dissolution of corporation what happens to that corporation if it's a party to a lawsuit it's just a question of underlying state or corporate law where the organization of the corporation and the corporation is just being need in the place of human beings who could conceivably carry on the lawsuit and so the fact that it's dissolved is really just a question about whether it's appropriate or not to use the corporate form to vindicate the lawsuit it's about the power of the people who are trying to bring the lawsuit rather than the power of the court to adjudicate it so it's not like the money is going where the money is going to go to the person who properly gets the money when it's given to santerre afterwards dissolution it's an assigned it so it's very easy but if it were a question of corporate law it could be distributed ever if a person dies that's more complicated because as you say the money can't really go to the de our view he could go to the estate and that would be the right way of taking care of it just why we don't think that even that the human being cases you know we think we think the th circuit has the better of that argument but in the case of a dissolve corporation we just know this issue is non jurisdictional and this actually is a really good way to see that is to is to imagine the cases where state law grants capacity but not existence after just aleutian right there's going to have to be some rule for either satisfying a judgment against the corporation if it soon after it's dissolved or for distributing out the proceeds of a litigation after dissolution rate could be under the bankruptcy laws if it's already been dissolved and still has  honor the district court opinion should be affirmed because it is now under spewed this argument that no named plaintiff just at the time that the plaintiff and that does raise an article three standing another that's not really what the district court relied on i believe in the court's ruling it seems to me you're making a different argument now that sounds like you're and six i don't think that that's true i do read the district court opinion as growing up on article three standing it talks about subject matter jurisdiction and it does rely on the fact that this corporation had no capacity to do the reality is and i think it's really important to drill down on the facts of this this corporation did not just have no capacity to sue these it's actually a corporation then and a limited partnership they had no capacity to do anything  in question quote no longer had any legal personality and quote could not take any lawful action could not take any more awful that means that they could not instruct their which my opponent seems to be equating dissolution with existence those aren't the same thing this company could not do anything and under u s supreme court precedent it's clear that if there is a nonexistent entity whether the parties alleged such a personal stake in the outcome of the controversy as to assure that concrete versus which sharpens the presentation of issues on which the court so large  questions the gist of the question is whether there is a personal stake in the outcome of the controversy to allow for that kind of adverse and i just ask you a more general question just so we can hopefully maybe narrow the issues are you taking the general position that any time a corporation has been dissolved there is no article three standing for it to serve as a plaintive note your honor or not take are you ok so are you taking the narrower issue that these two particular companies and this is what i think i was hearing you say don't they lack standing given the particular circumstances here which is that they were dissolved and could take no legal action correct so this may circle around to something that judge sullivan was alluding to earlier is this question of standing in your view resolved by reference to cayman law what their act powers are under came in law under their the law incorporation yes your honor i believe that it is result i came in law on the ship and i said that no record do we have findings in the record about what came in la capacity sue you did not cite to the came in law but it was completely undisputed now so where is this in the record the cayman law affidavit is john michael harris joint appendix pages three  standing there there was no question that the plane just before the court existed they have the ability to take that money the ability to transfer that money you have the ability to direct their counsel and controversy there is no way for a nonexempt exist an entity that cannot be any action at all that is law satisfy that requirement if there are no cornice there cannot be i believe that he could have been decided without looking at that question simply because it's conceded that the entities did not exist but it is an alternative ground for the ruling that even if there standing then i don't understand how the district court could have entertained that inquiry at all i agree that your honor the case could be decided without looking at that separate question and the case could be the complaint i do believe that the district court did error and acknowledged its error in saying that it allowed f l h to amend the complaint and then it had no power to do that because it did not have subject matter jurisdiction in the beginning so i believe that it acknowledge that that was an error in its final decision yes and your honors its not only supreme court he's law that talks about there being a need for an interest in the need for there have to be armies to be a case or controversy every court of appeals that has addressed this question lawyer unaware of that fact files the suit in the decisions made you're saying that that's a no that's not there is no there's no real party and so therefore that's not and so  claim somehow survives but if it's filed in the name of the dead person yes i am saying the state can't substitute in the state has to be the one to bring the action this seems like and not historical  they they are making the decision you're saying that they're wrong part of their in announce if they are not themselves at the beginning you would have no problem i don't believe that it's true that there was a party that was running this litigation from the beginning it's very hard to reconcile how the original complaint the st amended complaint both of them did not say that the the entities were investment companies that actually falsely alleged that they still exist they used the present tense it was not until the nd amended complaint and it by the way they also don't mention an assignment they don't mention f l h they don't mention anything they just say we are existing investment companies it wasn't until the nd amended complaint that they just tweaked the word it is an investment company to once an investment company still not naming f l h still not referencing an assignment nothing in there other than that it was to be advantage that yours sort of suggesting that they got from doing that i don't really understand the import  claim that it's been f l h all the ball is simply not true and it's not how courts analyze who has appeared before the f l h not only isn't the party that is now there is no reference to an and i ask you this question about i'm still interested in the question of state law on what if any significance it has in terms of article three standing let's say the state of i don't know i announce is a matter of substantive law suits may be brought in the name of deceased persons you need not file in the name of an executor or person representative of an estate but you may basically a dead person has capacity to sue and let's say for five years let's say something reasonable like if that person  just say dead people have capacity to sit on a study that i think have a capacity to sue i think that would be problematic your honor from an article three standpoint because united states supreme court small makes clear that actually needs to be a point there needs to be someone who is overseeing a steward over the litigation you have to have someone there to create to you the adversarial process you can't have lawyers just filing papers without clients and proving there needs to be  a party and so then so let's proceed to my nd hypothetical then i assume that your position is different when state law says after a corporation is as it still may sue or be suit believe that that corporation is still authorized to exist in direct litigation so that is no different then then then how do you get into the question and how do you reconcile that because i'm trying to sort this out my mind how do you reconcile that as ition with what seems to be settled law that capacity to sue is an affirmative defense and is not an impediment to article three standing i basically if states can announce that dissolved corporations are really alive they can sort of do it they can have a frankenstein law if you want to they may be dissolved but they can still sue and be sued why couldn't they say that about people and if they could say it about people or corporations then why aren't we really just talking with a capacity issue which is an affirmative defense and not in article three standing that's what i'm trying to figure out this and the question your honor i believe that st of all this is an easy case compared to that one because this corporation and these entities had no ability to take any lawful action whatsoever but if there were an entity that was authorized to take certain actions then it would depend on what those actions were corporations can have existence outside of capacity to sue they may still be able to take certain types of actions even if they can't bring a lawsuit and it might be a more difficult question as to whether there was article three standing if you had a corporation by state law were authorized to do certain things but not bring this kind of lawsuit and those statutes exist there are statutes state statutes that say you're allowed to bring certain kinds of litigation after this all has to be related to winding down the company but you can bring other kinds of litigation but it's not necessarily just a capacity to sue question here what makes this a clear cut case is there's not just a lack of capacity to sue there's a lack of capacity to do anything so there's these people who who come in after me as a nerd to have it if there is a nonexistent party that is not there at all from the outset the case test the assignment to some terra we also think is not properly before this court but the reality is when there is an entity that has no ability to do anything as is the case here it is an easy at this which breaks things out into there being two separate problem is used one is an article three problem the other is a lack of capacity to say i want to be clear i am not saying this is just a rule seventeen it raises in article if there is some sort of clerical error that would also be a much more difficult case than this one because there has been there have been a number of cases historically where courts have treated clerical mistakes very differently you know somebody's got the name of the corporation who all is not necessarily something that is just a clerical error might present a different issue as to whether or not a court could correct that error and there be article three standing here this case was filed it was refiled filed again by entities that have no ability to take any action and that is an article something there's no one who has an ending at the beginning of the case there is language that has repeatedly suggested that and it's very clear from from u s supreme court case law and the federal rules themselves that the rules can expand the jurisdiction of this court because there is more than one problem a lack of capacity and an article three problem and that is why it can't be corrected or let's end it there we've got well over  corporation have the power to bring a lawsuit to distribute money to do anything but questions about the powers of the corporation or questions about the corporation and not the powers of the courts but this is the exact distinction again correctly meeting between the power of the plaintiff to bring the suit or in minister it and the power of the courts to hear it and that's also true of the the point that this is all resolved as a matter of him and law if it's a came in law question it's not an article three question raised just about what powers are given to the corporate form as a matter of state just further to that and i think this puts us usually into the nd point there's no question about whether or not you could have the iowa pleading war that you can create in the name of a dead person i think correctly reveals that this isn't a constitutional issue it's just a quite a pleading will question how do the relevant rules want you to keep the case and when you break a pleading law that's bad you're not supposed to break the beginning rules the rules also tell you how to fix certain that you cannot have this rule that the defendants are pushing where there's a jurisdictional problem and you can't cure it is connelly which was decided by the marshall court which involved a case that was brought in diversity jurisdiction and did not involve diversity was outside the subject matter jurisdiction of the court and the court says you can drop a party to create diversity and it would be retrospective to the filing of the complaint that rule is nonsense under under the defendant's rule that when there jurisdiction at the outset there's no way to amend a plead the court doesn't have jurisdiction over to him that motion we need to distinguish between what the constitution hears about which is exercising the judicial power to decide the merits of jesus and just courts regard to whether or not they have subject matters to can they do it all the time right where they cannot do what the constitution prohibits is exercising the judicial cowards at which involves deciding the merits in fact you can decide on non m but i think the easier way to decide this case is the one less states is just to recognize that these disputes about what powers this corporation had at the time that it was named aren't about the jurisdiction of the court and as long as f l each is there as long as it was the to suggest that that was true i will represent you for the trial court lawyers would represent you that f l it was always the underlying client individuals from f l each will also testify that you know they authorized the lawsuit and wanted it brought in the names is dead and then saying oh well you know you can't substitute in this state properly because because of a pleading pleading her that's not a question the constitution cares it's just a question of what the rules say about