arguments to discuss today the st and i think most legally interesting is the tortious interference with contract claim and whether or not in the context of an aft will contract a plaintiff in california under california law must plead to a independent wrongful act our position here is that the california supreme court has already spoken on this issue in that establishes a baseline and from there there was an interesting case in reeves where they were faced with a different issue when that issue was what do you do in the context of an employment situation where an employee as lord away in california has a robust regime of regulatory and legal standards for point and so there's a conflict there between the ancient tort of interference with contract in california would not take that approach well i don't know what evidence they have for that your honor but i don't believe they have any but we do have some that would contradict what opposing counsel says some suggestion if you go back to reeves and i recognize it's the st time you've got these more recent cases they're limiting but it relies on the restatement which isn't so limited there is that it relies on the statement in discussing how to resolve the tension and so it uses that language as it's part of its resolution of that particular tension but it is limited to that circumstance in fact redfern was appealed up to the california supreme court and they denied her for every they didn't take the case and so that this court has found is additional evidence that the supreme court of what it always has been except in the context of employees and i'll point out too that in the past two it shows just how limited the courts of appeal california think it is there they even limited it so that an employer could be sued on intentional interference with the press economic advantage because there is no just view that there are there does have to be an allegation of that independently wrongful act correct and if i'm understanding correctly the argument is that section corporations so far they're all applying it to the employer employee contacts not to contracts between corporations so we don't have any evidence that  the effect of a ruling applying to corporations which i take it is what you have to seek in order to find the intentional interference with the president of economic advantage i think that you right and i think it's a it is an context but we but we haven't extended to be on that context and i haven't found a case i agree with you the statute itself though does say every contract by which anyone is restrained from engaging in profession trade or business narrowly so as to avoid saying every contract from now on is illegal so what was the limiting principle in california was it the limiting principle in california is the restraint of  well i'm not sure that's true because i'm not sure that's a substantial restraint if voluntarily entered here what we have in the in the emf in the cover to compete context any virtually anything other than i think it's having to pay because the the business is continuing there's not a substantial restraint on that business because the parties have agreed to continue doing business just in a certain fashion if you're like our narrow restraint test we determined what extent that would be one way to go obviously the the it would take a while to find out the answer i would say that we do have evidence in the statute and here if we look at the facts we have in this case it is not the case of a an exclusive dealing relationship this is a case of you may not do this business anymore and if we look at the facts as alleged that's exactly what happened only with one company's it was very narrow basically wrong restraining forward from doing any of the m f the development which was forwards entire business so in other words will pay you a one billion dollars plus dollars to not be in this market at all anymore and so what does that do that removed an entire player from a competitive marketplace there was not an exclusive dealing it was a get out of here in exchange for cash and to me that's a very different fact pattern than hey let's do an exclusive business deal together  party development agreements involving d m f but you may still self develop that is why it's just a court said section three point zero one of the license has ways that forward can still work with rd parties to self develop it is a panel in which you sat said so there are cases where chicken suits have been invalidated but that's not the right test here it is to any trust rule of reason is date and time law said when you have a restraint between corporations we don't know do we know what we don't know what the california supreme court would do after edwards because we says not limited to the cover and i don't know whether the rule of reason test applies after it or there is no certainly not after edwards your honor that is correct but we think the line of cases from great western when the california supreme court did speak on this through the twenty six thousand cases i mentioned are clear those are to business to business cases those applied to any trust standard one could certify but we think it's clear that in this prong two setting it is the any trust rule reason it applies and think about the implications if it doesn't know we i am thinking about them but we're taking the language of sixteen thousand six hundred and say the california supreme court would read it one way in a company not to compete in the exact same language in a completely different way between two corporations is that something that the california supreme court has been receptive to they would they interpret the same to mean different things depending on the part is i don't think it would have to your honor the words in the statute or profession or business they could decide that when it's restraints between companies as to what they could do that's about business and when it's as golden to an edward said a restraint on professional practice what people can do that's about profession and the edwards court dropped a very important footnote that said circumstances beyond the employment context profession are not before us and cited a patent licensing case which this is so i think yes to california supreme court would do that and the implications are it self evident a chrysler dealer under contract issue because i do not think it is one that has been at all put to bed there are two lines of cases out there which are very distinct fact patterns from this one one is to pop a sube line of cases where one party goes out to another in sabotage is a relationship with help establishing a new one of its own and the other is to redfern teague situation where one party disc intermediates the plaintiff so he can directly deal with another instead of the intermediary it shows position cannot be right that outside of those circumstances wrongful means could never be required because you can never have parties vie for suppliers or customers i think they may not be right but i don't know why they wouldn't certify this question it's just text me if there's really long potentially significant long reaching consequences and in both these questions this court in lenhart your honor decided not to certify an essentially had the same issue there was vying for a customer relationship and we didn't get it resolved and here we are and destroy it distracts me if these are going to continue silicon valley in california thanks to me they're going to be long reaching consequences i just wanted to give you an opportunity to tell me why whether we said certify this this question is it is certainly an option for the panel my understanding is about a fifty to fifty percent hit rate whether the court will do it this court does it one or two times a year i think the law is a whole lot more than one or two times a year but it does strike me that in the interests of comedy it and also getting getting the answer resolved because of course we don't really do that here you know if we give you a ruling we would resolve your dispute but not that the larger picture i understand contract a firm would have to wait around for a potential supplier or customer to see the light and decide it wants to deal with that company and not a rival or any other company where there is any relationship that can't be the law it must be that a party like budge and hell can go out and say to a party like forward be our license sore because we're buying freedom to operate we don't want you to develop ip with someone else that you couldn't force which is what the collaboration agreement restraint here because for the same reason there's no article three standing which is forward decided to pull the plug on its own after it lost a case that was not settled between the parties and that's what they admit in paragraph sixty dollars of their complaint so all the injuries that are certified which flow assertively from the forward terminations would have happened anyway forward elected to pull out of u s drug development and it would have pulled the plug they have two responses to that your hon one that forward lied when it told the world that why it was pulling the plug that's fraud by another name and they don't meet nine b the best case says you don't have to call it fraud for it to be fraud the allegation of paragraph sixty three dollars is they told their shareholders hand they don't challenge the whole license they recognize the paragraph forty three dollars it was legitimate to buy freedom to operate for the one billion two hundred million dollars they challenge only paragraph two dollars and there's no allegation that has any factual basis th were pulled out after losing the unsettled interference because of section two dollars so on that ground or auditor's no article three injury there's intervening cause and for that reason there is no restraint of any substantial character sales there is support in the statute we think for the idea that this applies beyond just the employment context we heard a lot from opposing counsel characterizations of our obligations on arguments about facts and what's in the contract a of these things are inappropriate for the twelve b setting that we're in now are allegations are that forward terminate the contract and was restrained from trade because of the payment we don't allege fraud so what t me is a red herring the idea of self development is not in our allegations we allege the office of the formal grows restrained and in terms of article three standing i mean we've alleged at the pleading stage plenty of different types of harm so we