honor my understanding is the district court looked at a number of factors including where the officers were located correct yes for the number of employees in california new york  well there's no there's no evidence of that these were the factors that the district court decided correct yes for the location of the receipt owned and least the location of inventory origin of sales in the location assets those were the things the district court took into consideration correct i believe it did your honor but it also had a list of other considerations that were taken into consideration company needs boeing recently moved all of their executives to chicago yet they still produce their airplanes in seattle and their helicopters while since i want to get it but when i want to get it on the half a plaintiff side the defendants work to i hated federal court you know why the unanimous jury requirement the defense just love you do you have a unanimous jury any judicial review the arbitrators  they end up paying fees they don't have him losing that can't be it just can't be no one would bring these cases if they had that kind of rest on the other side of the aisle no one would bring these cases and we would have that in fact were were the case were planted would have to come up with a significant amount of money for fees for an arbitrator where the entire system in my opinion is not there in the first place and then see in your honour's the  in two thousand where it was a long allegation in the complaint saying that pataki was a corporation incorporate in california and had its principal place of business in california and they denied the whole clause unclear exactly what aspect of that they this case in march of two thousand and one we admitted in our answer that the citizenship allegiance was diverse later that year in the fall of two thousand wanted december of two thousand and one i talk to you for the first time that i'm aware of in a few court cases that are cited in the record denied that new york was its principal place of business after those two cases we went back and looked at the facts at the time the complaint was filed in this case and based on  known we raised it with the with the district court quotable tolling of any stance you i don't know you and i have to look at the law on that california and see whether in a situation like this where it's been in federal court whether it whether it is called and i don't know the answer to that question i'd have to have to do research on the california law until later and then filed a change in the position you took that might you might be a start from doing that even though you can't come for your shift you might be a stop to deny it i think you're right that would be well i think there might be an issue in the state court i think in terms of jurisdiction it is clear from a long history of supreme court cases every civil procedure student in first year law school learns this the parties ten of them learn  said the jurisdiction of the federal court is carefully guarded against expansion of by judicial interpretation or by prior action or consent of the party and for that principle the court in american firing casualty cited in an earlier court  can find them they couldn't be waived i think the points on that are are clear in terms of the cases planets rely on there's there's a couple i don't think any of them change this result in this long distinction between admitting one fact that might be used to determine jurisdiction and admitting jurisdiction here diversity of citizenship is clearly not a single fact in fact it is a legal standard unto itself which depends on the analysis of numerous fa contrary to what counsel said there is numerous evidence evidence in the record their declarations there's lots of data as you can see from the district court's opinion he was very specific in finding that the number of employees were greater in california are in the record the excerpt if you sixty seven following down to basically the five hundred in the record that's one factor that the council mentioned was that the officers required plaintiffs to knowingly and that was the key knowingly waive their right to a judicial remedy and the court below held that in this case they had not done so unlike point the court was wrong for two reasons assuming that the court has jurisdiction and i'll assume that for this argument it was diversity and as a federal court sitting in diversity jurisdiction trying to determine whether california claims are subject to arbitration under the california arbitration other federal circuits have criticized it so as a first matter the court was wrong to even apply it second as a fashion matter if the if we were to apply lies test that the waiver has to be knowing that was clearly is a factual matter and this record met the arbitration policy here clearly states that the claims subject to it include discrimination on the basis of race including title seven and any analogous federal state or local laws the that's in the record of sixty three of the excerpts just a question of procedure if we agree with you on the district court's reliance from the field as being inappropriate in  the only issue i guess that i would say is in exceptions to that and there are a number of factors they cite as to whether it's unconscionable and the only issue that i think might require greater factual record to the extent that you agreed with their argument is their claim that this contract lacks mutuality and the reason i say that is well first that was never raised in the district would this was in response to our motion to stay the district court proceedings pending the arbitration appeal he went back in that in order to determine whether he should stay the proceedings he looked at whether he thought we had a substantial chance of prevailing on disagreement does require touchy to arbitrate all its claims against the employee and only exempt certain types of claims for injunctive relief relating to an alleged threat or disclosure of trade secrets or intellectual property even  would not be fundamentally fair to allow that to undo all of the prior work that has been done in this case and have the plaintiffs start over again it's not just a matter of the treasury being unconscionable but