industry requirements in their contracts with the clients and if there's any recourse for their clients if the broker sides want to do so as set forth their briefs we believe that the record on summary judgment shows that the answer to both questions here is yes elin's are all r b c clients with conservative investment risk profiles who are put into investments known as reverse convertible notes or r c m's these are short term high risk structured products with the risk of having the value of the entire investment funds to zero here they wouldn't be making these recommendations beyond those after which resulted in major losses for the plaintiffs and major gains for r b c so here the paragraph sixteen of the operative contracts includes language that fits in this know your customer requirements and most of all transactions them account shall be subject to political laws and regulations of various agencies now now as you well know the word before that is i agree that and i think that  really means i'd not like to use sharpen the point here and then there's various times in the contract where r b c does use the i lingered here but you know that's an introductory phrase that's being sent in the contract by the client there but it says that i understand that all of these transactions will be subject to these various regulations and so here it's important to note that r b c is the one who's conducting all these transactions the clients this is a descriptor account that our receipt is making all the possible are subject are being conducted by r b c so there's this is not a situation where they clients could even conduct these these transactions on their own if they wanted to it and again this is language  to to show that the r t c is going to follow these rules and if they follow these rules the clients were not put into these investments so if you look at it this is there's a two step analysis to here there's the whether you're eligible to be put into these investment of contract case and in there there was no there was no sort of it implied cause of action on any sort of general rule the investors there won under under the arbitration ultimately went to the district court which is a case that ar cited the four circuit reviewed it and reversed it because again going back to whether these investments were even eligible to be in there but here it's it similar situation to to the present case because r b c us making there here and there's a language in that decision saying that you know there wasn't very specific language about the things going on here so we'll say you know st of all that there's we're talking about more specific things we're not saying that you know there's a language that r b c insert here applies to every single aspect of  of the transactions in this account and insect of all i think you know that is a minnesota court of appeals decision but i think we said it to a case in our briefing the the graphic communications local want to be health and welfare fund which was a minnesota supreme in a situation where there is a regulatory system in place in the minnesota supreme court in the city town and fourteen decision so that a claim under the pharmacy practice act and a consumer fraud act are not mutually exclusive so we think that the minnesota supreme court decision provides good direction where the poverty isn't a circuit case here that it is the same situation that the palmer case was decided in two thousand and twelve acknowledges that there was no controlling minnesota supreme court precedent on the issue whereas the  graphic communications health and welfare reform case came on two thousand and fourteen and i think clarifies it really you know sharpens the issue that yes you can have a claim that is outside of this this regulatory framework office there said you know we don't have to get into whether this is any sort of implied right of action under a federal or any other authority because there is a breach of contract claim that's here and that's that's the same situation we have here today where this is not a claim who were involved in these reverse comparable no transactions that was i believe had to do with about two hundred individuals who were in california who were put into these these products and you know that they are now standing is that there were several one thousand of these claim under minnesota law both parties agree that minnesota law governs the court below ringback review of minnesota law extensively including the byrd meyer case applied it to this language  observe judgment and that all the transactions in my account are subject to the very comprehensive securities law a regulatory scheme does not itself create a private breach of contract claim where that scheme doesn't have a statutory right that right of action you mentioned that point and and do you want to dress the graphic communications case i'm not as familiar with that candidly as i am with  fine so tell me about the graphic communications case because it is the minnesota supreme court it was the minnesota supreme court your honor in the minnesota supreme court did hold that in that circumstance in plaintiffs could plead under a specific minnesota statute the consumer fraud act which is by the by mandate of that supreme court to be read extraordinarily broadly you could plead a specific claim despite the fact that there was no fry the right action under that regular nation with respect to pharmaceutical drugs is a different circumstance here number one if in fact that were the case here this point would be preempted by sluice which is one of our contract that's absolutely right that run right so i understand it's a go back to your argument because that's a danger so my point is that graphic communications the supreme court in no way shape or form said that a breach of contract claim could be created by a clause like that that exists here subject to clause will call it for sure so it's not it is the supreme court but it's not at all on point what isn't on you or the court of appeals opinions that the district you're citing and parsed and that are cited in our case and which frankly appellants pretty much completely ignore bert meyer and then the case as well and together they created a canon of contract construction on your the governing minnesota law here which says that a clause like this is not sufficiently specific not sufficiently promissory to create a claim for breach of contract for failing to comply with some aspect or another ringback of the statutory scheme that governs securities you don't just have bird meyer  you don't just have been there for in but you have this court in palmer and later in nelson applying minnesota law in circumstances that are analogous to this insurance cases where there was a comprehensive insurance regulatory scheme of district courts have cited it has the nd circuit ever cited again do you know i am not aware that the nd circuit has your honor i will be happy to undertake that research to determine one way or another twenty a day would be final the twenty j letter b to me and i believe that the district court it's only it's only informative minnesota why here is determinative as the minnesota court of appeals is articulated as this court has cited it is well girl find is very helpful because it's precisely on point but it is not governing and i would go further to say in response to your honor's question with respect d to the interactive brokers case i don't think that that regardless of whether girth money is sufficiently published that the supreme court of the united states would take account of that the interactive brokers case would d not create a circuit split in any event that case did not hold that language like this in fact does create a private right of action does create a breach of contract claim it merely observed in the context of applying a standard which i think you're on her described as anywhere near the ballpark an arbitration claim is going to be upheld manifest disregard of the law needs something way more than the words d suggest it has to be so wrong as to be in comprehensible and the court merely pointed out hey it's at least arguable that this clause does create a contract claim so therefore we're not going to apply manifest disregard in that and the district court god bless his soul was wrong in saying that this was some sort of jackleg operation this arbitration clause so i don't think interactive brokers creates a certain split it certainly doesn't apply in minnesota law and i think it's really d a side issue here the government is the law it is absolutely clear and appellants have not have not only not distinguished it they have not offered any other competing minnesota law to suggest that their plaintiffs in those cases that they had no claim they get no cause of action they had no remedy for the perceived wrong under state statutory laws that the state government which was charged with enforcing those laws and not enforced here we're one better because these these plaintiffs had a remedy they had the ability to pursue the very claims they're raising here in arbitration and arbitration in and arbitration that they agreed to in their contract they chose not to do that as their right is in to attempt to bring a class action claim which isn't subject to contract and get themselves into federal court they didn't succeed the st time around the district court said no salusa preempts and you're out the nd time around the district court said well it is a pure breach of contract claim as you pleaded  because they didn't have a separate options agreement like you contend plaintiffs they should add but now discovery is shown that that's not right either and now their theory is down to this subject to clause and under minnesota law it simply cannot stand and there's not been any basis for offered to distinguish or to show that the district courts and else this was incorrect and  observe as well and be happy to rely primarily on our brief in this regard but it does seem to me that if the appellant's were correct that their their theory for breach of contract here in fact is viable then they have strayed away from a strict breach of contract claim into something that becomes subject to salusa because their argument here really is you sold us a risky ringback was too risky for us you didn't do the suitability analysis you should have done so you lie to us we relied on the fact under this subject to clauses that you would sufficiently screen products not to sell ones to us that aren't suitable for us you failed you lied to us that converts it into a salusa claim something about either a misstatement or an old mission of a material fact and so even were appellants correct here their case would be preempted anyway under salusa something the district court didn't have to reach below but would be appropriate for this court to reach so it would be happy to  complaint is clear this is a breach of contract claim the district court recognized that the issue of whether this is a misrepresentation or anything of the sort is is not on appeal here that the claim is the r t c voluntarily inserted this language into their contract with their clients and they said that we are going to abide by these rules and then they did not abide by those rules there's no issue of mistrust representation here this is clear that this is something that they said they would do to it for their clients and they did not do they took their money and then the clients at all in a case like this and again that's also supported in the interactive brokers case they did not go into any sort of suitability determination it was pure eligibility it and again all the cases that the r b c sites are relies on out of minnesota you know the court of appeals case they give directions on that in those specific cases but there's not a case that precludes a claim like this for instance of the benny print place said that you know there's no private cause of action under under the federal act there but they said that the farmers are not precluded from asserting their claim in common law and that's exactly where we are here again the you know it's it's you know this really the assertion that it's on point again it's a very different situation because that was a case where somebody said i'm going to open a cow with america ameritrade i'm going to trade options or whatever it is i want to and i am acknowledging that yes i'm going to abide by these federal regulations and rules and i'm going to have money in my account to make the trades and to pay my brokers and what not well it here this isn't a situation because r b c is making all of the trades that are making the recommendations it's not in the fact that they're you know in a girl find someone says i acknowledge and i'll be subject to federal will of course because they are making the trades here is the shoes on the other foot where that's not the case at all you have a situation r b c is making the trades on behalf their clients and these are trades that were it's not there's no question that they were misrepresented or anything like that it's that they said they would do this they didn't do it and this is how our clients ended up losing substantial amount of money it to be clear you know the issue about archer ability you know there sure there is art of attrition but there is