in this morning i'm going to focus on two things misrepresentation in the m intentional case this case at its core it involves material mepron misrepresentations about life insurance benefits hartford  family dollar falsely told participants the basic benefits were noncontributory at no cost to the participants when in fact employees did pay for some of the basic benefits with their  that they didn't pay for basic benefits they may have been offered supplemental benefits at a higher price than might have been necessary it could easily have happened that these people chose not to take it so what you know they they chose to offer a discount and then to offer another profit at a higher industry their actual real cost and inexperience principles they knew would it it took two to have a baby a single premium that would cover the cost with a profit and they disc deep discount of that on the basic side knowing that there were experience told them that there would be a certain number of employees that would buy the supplemental that's wrong without the employees what's wrong with it is that the core of  a disclosure statute it's based on trust principles and these are material representations what is that what is of what is a false statement the false statement is that the basic premium to basic  was just asked indicates well what's look at it in two different pieces the employees are paying a higher premium because they're in fact subsidizing the company's premium single premium for use may take  basic for less and to charge more insurances generally in order to do that because they fought that people like supplemental and would pay more would that be would that have anything do anything wrong just because they offer that to some people who are of a same ones what difference does it well the difference it makes is what they told the employees and the fact that they went out of their way to that that it was noncontributory and that they were not sharing in the cost was not contributory the basic basic and it was it was in one sense but not another because the they counted on the typically it's not a matter who's going to be decided on a motion to dismiss the practice in the industry which is kind of the tip of the iceberg should be explored in discovery and should have a full record it's a little more complicated than than than we have here but there were repeated representations in the in the documents and plan related documents that were drafted by both hartford and by family dollar that told them by the supplemental it's a good price now this is your play of the best misrepresentation that they said by a supplemental it's a good price when it was is vat is vat the misrepresentation the main not not totally because what we're saying is i just say they didn't have the information to make a choice i just want to know a simple thing did they say by the supplemental it's a good price when vast was a law and do you have anything in your complaint that suggests that in a plausible way i mean we're vagueness representing we act we have both your honor in the complaint we say not only there were misrepresentation about no cost but we also say that they were the value of the  supplemental was pumped up and i believe that's and that that's a different thing from say van to say the value was pumped up is very different from say you are getting the supplemental it had to refit price or you are getting the supplemental at a price which would be the same as if we hadn't done of or found yet is there are lots of figs which could be misrepresented as to the supplemental but i want to do where you a misrepresentation i would disagree your honor because it's all part of the same set of representations that were made to the employees as the complaint allege that it was not a good price no the morning your honor say may please the court my name is jeremy blumenfeld and i represent the family dollar defendant a police in this matter as you've heard the crux of plaintiff's claims is that the family dollar life insurance plan to receive government plan should have charge less for supplemental life insurance using quote underwriting or actuarial experience and based on that plaintiffs allege breach if you share duty disclosure and prohibit transaction claims these claims fail as a matter of law and the district court correctly dismissed them three reasons at the outset your honour's the first is that the plan terms here did not provide the supplemental life insurance was going to be priced using underwriting or actuarial standards the second and to your question judge caleb received a risk does not require that life insurance benefits be priced using underwriting or actuarial price experience the statutes in here it's a lengthy statute it's been referred to by congress and excuse me by the courts is a complex carefully crafted in detail statute that says nothing about the pricing of supplemental or basic life insurance and the regulation books your honor as i'm sure you're aware are twice as thick as this and say nothing about the regulation of pricing with respect to supplemental life insurance and three the communications here didn't promise anyone that supplemental life insurance was going to be based using underwriting or actuarial pricing experience what plaintiffs were told and what the plan terms called for is that for basic life insurance you wouldn't have to pay anything for it and as you said and as the district court correctly noted the plaintiffs didn't have to pay anybody or the argument is that it was that the statement that was noncontributory was a half truth because it was contributory in the sense that part of it was being subsidized by supplemental what you're referring to your honor i think is perhaps how hartford might have accounted for this in terms of its profit and loss but the planned terms didn't speak to that and plaintiffs don't allege that the plan terms required that or anything of the store what the plan terms said is for basic life insurance employees don't have to pay the plan also had a policy with hartford and the cost of that policy argument is the statement employers don't have to pay it's not completely true because employees are pain when they purchase implement but they're not they don't have to pay for the basic life insurance that the plan had and they don't have to pay under the specific plan terms really it's the plan terms that govern what the communications supplement if that was done or if they had to do it in order to get over benefits are part of a plan then this would clearly be misleading  because it would say you don't have to pay but instead you have to do something which because you are giving that cheap well your argument has to be that they don't need to do that and certainly that's true that they didn't have to do that here but i wouldn't say it would be misleading in any event because the way of communication about the plan is you who would be me well but a risk is disclosure scheme your honor is really based on what the terms of the plan are and what a reserve requires you to disclose is what the terms of the plan are and if the terms of the plan required for supplemental life insurance for participants to pay fifty cents per thousand dollars of coverage than what you should be communicating to plan participants is that it's fifty cents per thousand dollars worth of coverage and the plaintiffs try to analogize this case to the revenue sharing arrangements and they talk about that in their briefs a little bit and what's notable is first of all that's an argument that's waived but put it putting that aside if you look at the cases the seven circuits decision in hecker versus deer and the third circuit's decision in renfro versus unisys they reject the idea that you need to disclose things like revenue sharing because what's important to plan participants is how much do i have to pay for this benefit connected i think it welcome as your honor just indicated in the prior case you like to decide the issues that are before you and not issues that are not before you and that might be more complicated and with that i will sit down good morning your honor is rob hochman for hard for financial i'll be very brief because i can see that your arms have a strong handle on this case first thing i want to say is it's actually a good thing that service providers like hartford can be flexible  how they work with their customers like family dollar to structure benefit plans in a way that work for the benefit of family dollar and their employees no employees elected to purchase something no coverage would hartford still be in the business of providing free b c coverage if if we were there's no question that we make a projection about how much money we're going to we're going to be able to read how much revenue our street plan structure is going to generate when we sit down to work with family dollar to triumph i provide a benefit scheme that they're happy with that their employees will be happy with and that will satisfy will keep us in business so if we're wrong next we're stuck under the agreement for the term of the agreement and we have to live with that but obviously we can't do that forever and we have to change things up just like any business that if it projects revenue at a certain level based on its costs and it's not able to generate that revenue it's going to lose projecting making a profit based on the supplemental who are generally relatively low people who buy supplemental just because they buy supplemental are better off and that people are willing to pay more or kinds of benefits because they are better off and therefore it is to your advantage to offer the basic and less and the supplemental at muar because you we're doing is competing in the marketplace for family dollars business and make no mistake the service provider industry is an enormously competitive industry and if we sit down and we work with family dollar family dollar has some amount of money they're willing to put towards their employee benefits that's a form of compensation for that right and we're saying ok what's going to be most attractive to the kind of employees you half and they say well what we really care about what's really important to us is that everybody get a basic level of insurance coverage and so we work with them to provide an attractive level of basic insurance coverage that everybody gets that family dollars cost and that price is real and when you understand that under risk the fix that the setting of that price duties and then you turn to the question of what we're supposed to communicate to employees about the pricing it becomes clear that there's no false statement as you others have made clear throughout we're just scribing exactly what we agreed with family dollar based on their interests and their effort to provide benefits to their customers obviously i'm running out of time i did want to say one thing about emmett tanja law which the plaintiffs suggested they were going to talk about i want to make sure which we should be clear that this case is actually much stronger than him terms of his just calibration image tanja low the supplemental coverage for plan a participant's the revenue from the supplemental coverage that was being used that was being generated from plan a participants and being used to subsidize the cost of plan b participants was required they had to the plan the participants had to take it and they had to take it in order to maintain their plan a benefit summary or that  summary order but i think that we are not true although i think i think it's this court's practice that it's a summary order because there's really no new law being made there one of the problems with that sure his summary orders get decided sometimes a little sloppily which is why they are going you know i understand what what i'm trying to say is that i think it was a summary order in part also because it reflects already existing law about how the structure of plan benefits with respect to a single when i could be nasty and ask you the basis of that and i think you'd have trouble find well on that specific question i think that would be that would be more complicated but harris trusting hughes aircraft the supreme court's decisions about benefit structure and surprisingly affordable without high cost because the insurance was sponsored by family dollar at reduced group rates and that's in response to the question what was in the in the complaint was not a false statement that it was surprisingly affordable or is it alleged that that was a false statement it is it is false statement but in the context it's alleged in the complaint that that in fact the premiums were not surprisingly in florida this is that the on the question of misrepresentations the affirmative misrepresentations misrepresentation by omission and or the case law tells us about what a material misrepresentation is in its material for the adversely affects the decisions of the participants now it's interesting that we hear all of this about how things are done in the industry and what you can do without violating a risk and we don't quarrel with that what we quarrel with is if it's so complicated that you have to have the secretive cross subsidisation scheme why don't you tell the employees about it and what effect it has on their choices to buy benefits choosing to go on the outside if they would or two to say this is a good deal i resign had been written in another way to do that which would people who sponsored it wanted it to and i wish marissa had been interpreted to do much more about protecting fact that it might have been nice for recent ask that more be said vin was said is an interesting question but it's not the one that we have before us what we're asking this court to do is to