i believe that this case long in the state court as i have set out at length in my brief the united states supreme court has stated in plain language how you determine jurisdiction in a removal of jurisdiction to remove  in a civil case no jurisdiction to decide to rivet case differently from the supreme court in addition the lower court had no reason no justification for deciding this case on the basis of bankruptcy jurisdiction in the bankruptcy court and i have set out that th great length in my brief i'm going to spend most of my time discussing the world but more the jurisdiction because i don't think the court should ever reach the merits of this case first rivet said and decided by the supreme court river said that  jurisdiction is governed by and i believe the word governed is very significant as the supreme court once said in a different context when we say something we mean something and we say what we mean and i think that's what the river case says it says government and i believe that that should be the end of the inquiry because r the rivet have and touch in any respect on bankruptcy and the ability of a bankruptcy court to have jurisdiction in civil matters that arise under or related to a bankruptcy matter river river  t you need to have something other than a defense you have to put the federal claim a federal crime and i take it the bankruptcy case is a federal crime no matter what opposing counsel say but you have to have a federal crime stated in the complaint under the well pled complaint rule and bankruptcy court were filed by the defendants in the case actually then laid for a while because well let me back up and say originally the bankruptcy judge entered an opinion sue spontaneous without notice to parties that said this case belongs in state court he demanded it the state court but then it said you can't enter an order remained in the case without notice to the parties and i don't question that ruling but the case was there in district court for about a year and  went back to the bankruptcy court the district court also said in its opinion and that's the only issue decided by the district court but it said in this opinion  reconsider its first ruling in any event then we had a motion a denial of the motion and it went back to well what about what about bankruptcy of state of somebody and is what you're asking for something that could conceivably affect the estate of the say f y company well i think that it cannot conceivably effect that the prayer in the state court is a suit against by plaintiffs against defendants it is not claiming any share of the estate it is not claiming against anyone but the defendants in that suit and so i don't think that we can affect that estate now maybe somebody i don't think also i might say could subject to any effect when you have your disconnecting from somebody i don't believe that will should constitute an effect of the estate i would like to briefly  comment on the thirty thirty for the bankruptcy jurisdiction problem the bankruptcy court and as i had set out in my brief does not have a rising jurisdiction the bankruptcy court is a district court not a bankruptcy court it does not have a rising jurisdiction but that has the consequence that not only is there no jurisdiction but the bankruptcy court can't go on for its own and enter a final order ignoring the statute ignoring the constitution as interpreted by the united states supreme court and i believe there's a double barreled lack of jurisdiction in the bankruptcy court to decide the case on the basis that i said i w court has held following the restatement of judgements that you cannot have the same claim for purposes of jurisdiction if it's a liability against two different utica i would at this time unless the court has more questions and i want to repeat this court should never reach the merits of this appeal in my opinion i w bankruptcy which was filed in two thousand and ten it has now lasted ten years and has included countless appeals to the u s district court the bankruptcy appellate panel this court and there was also a petition for  to the supreme court at one point in time these particular parties i believe have been before the court this is the circuit for different times on appeals related to the f y bankruptcy and the bankruptcy of the individual plaintiffs  its latest effort is this particular lawsuit which they filed into brassica state court it was timely removed to the bankruptcy court by the spears family defendants and that's because the complaint pr straightforward collateral attack on multiple final orders that were entered by the bankruptcy court in the f y bankruptcy and which have been all been affirmed on appeal as the bankruptcy court recognized if the plaintiff were to be successful in this lawsuit it would render everything done in the a f wiping pretty meaningless as both a bankruptcy court and the bankruptcy appellate panel found the claims are subject to dismissal for two independent the first is that robert coralie's claims are barred by the shareholder standing role and the second is that they are barred by preclusion these claims have all been litigated before and they're barred from being litigated again they were shareholders of the corporations that four hundred balloons at the idea that's correct robert b coralie have represented that there the so shareholders of a f why since all this began in two thousand and ten a significant amount of the briefing in this case has related to the jurisdiction and authority of the bankruptcy court most of those arguments were not raised before the bankruptcy court to the extent that any of them were but as the bankruptcy appellate panel recognized the bankruptcy court had jurisdiction to enter a final order dismissing the complaint and the big groups the court and the bankruptcy appellate panel affirm that decision and all respects first because i know that mr stross time raised questions regarding jurisdiction  i'll address those first here with respect to bankruptcy court jurisdiction so the sears family defendants remove this case to bankruptcy court under thirteen thirty four b this year's family defendant did that because this is a case that is a rising in or at the very least related to the bankruptcies of a f y coralie sears and roberts years corley sears and robert steers are both still individual chapter eleven debtors but first and foremost it was because this is in a rising in proceeding that is what the bankruptcy court ultimately found that it had and the baptists agreed with that conclusion as well and that's because when you look at you know the question under of rising jurisdiction it's whether these claims somehow could they somehow exist without the f wiping crapsey and they simply cannot these claims don't exist without the a bankruptcy and by that i mean the claims that are set forth in the complaint that was filed in state court and they don't exist outside the f wiping the complaint alleges that the sears family defendant engaged in wrongful wrongful conduct in the f y bankruptcy and that that wrongful conduct resulted in final bankruptcy orders that they are essentially and effectively seeking to undo the complaints a collateral attack we believe on four specific orders that were entered in the a f y bankruptcy that would be the allowance of the defendant if y proved of claim the appointment of the chapter eleven trustee the conversion to chapter seven and the distribution of a f why bankruptcy estate proceeds essentially a rising jurisdiction exists here because the case law is clear that it exists to interpret or enforce a bankruptcy court order even when the claim presented is the quote unquote state law claim or quote unquote state law theory of recovery when essentially what you're asking a court to do is interpret or enforce a bankruptcy court order that is itself a court proceeding so if you're asking a court to interpret or enforce a bankruptcy court order that's been entered in a court proceeding that itself results in there being a court proceeding that is what both the bankruptcy court and the back to include it with respect to i know judge you had asked a question about related to jurisdiction certainly i think at a minimum there's no question that related to jurisdiction exist here and as mr stross time noted the test for related to jurisdiction is the conceivable effects test meaning do the claims in the complaint have some sort of conceivable a fact on the a f y bankruptcy estate the plaintiffs argue that they don't because they have why bankruptcy estates been closed and they were really just seeking direct monetary damages from the defendants but that's not really what the complaint asking for what the complaint asking is that a court find that the defendant should not have been paid these multimillion dollar distributions from the a f why bankruptcy estate and that they should have for those and that they never should have been paid those monies to begin worth well if that's what a court finds then the result isn't that the plaintiffs become entitle to that money the result would theoretically be that the defendants would somehow have to pay that money back to the f b i bankruptcy estate and so they don't need to somehow bypass the bankruptcy estate pursuant to these claims that would also have to go back to the f b i bankruptcy because what they're assuming is that they would have been entitled to the money not some other creditor in the air for a bankruptcy but i don't think you can do that without having to reopen the bankruptcy of state under section three fifty b of the bankruptcy code but moreover as certainly with respect to the related to jurisdiction the case was removed with respect to and in relation to the air flight bankruptcy and robert and coralie's bankruptcy certainly when robert and chorley are asking for damages of millions and millions of dollars that money because they are chapter eleven debtors would come into their bankruptcy estates and so it of course would have a conceive of full effect on their bankruptcy estates that money would then exist for their creditors so the idea and the plaintiffs rely on to argue there is no jurisdiction and defendants understanding is that the rivet supreme court case it's based on section thirteen thirty one so it's a thirteen thirty one case it's not a thirteen thirty four case and revote what the supreme court said was that a prior federal if a lawsuit gets filed in state court and you as a defendant argue and bring up the defense right away this is barred by claim preclusion based on a federal court judgment that argument in and of itself that claim preclusion argument doesn't give rise to an independent fair fredrick question under thirteen thirty one so that can't be you can't rely on thirteen thirty one in that circumstance as your basis for removal to federal court but here the spears family defendants didn't rely on thirteen thirty one to remove the case to federal court they strictly relied on thirteen thirty four b both the rising and it related to so in that regard rivet doesn't have any a plurality to this matter the one final note up i'll make here with respect to this matter is both the bankruptcy court and the bankruptcy appellate panel found that the claims are barred by the shareholder standing rule and that holding in that conclusion gives this court an opportunity in and of itself to completely dispose of this case without having to get into any other issues or arguments that may have been made as this court's previously held and a two thousand and thirteen a a fly appeal of the court can decide jurisdictional questions in any order standing present to jurisdictional question with no standing there is no jurisdiction and so the shareholder standing rule provide complete basis to affirm both of the courts below the shareholder standing rule provides that if a harms been directed toward a corporation so in this case the allegation is a f why then only a a fly itself has standing to assert claims and this instance for robert corley shareholders of a f y to somehow have standing they must allege in the complaint that they have suffered direct non derivative injuries and their individual capacity they have not done so all of the allegations in the complaint are allegations of harm that's been inflicted on a fly or somehow the a f y bankruptcy of state so it goes back to the entire premise of the lawsuit as the bankruptcy court explained is this idea that the bankruptcy court got it wrong when it allowed the sears defendant proofs of claim and found a to fly liable under the stock sale agreement that gives rise to all of this and so it's from that incorrect legal argument that stepped forth in the complaint that all of the other allegations flow there is no allegation in the complaint of any direct or non derivative injury to robert or quarterly i know that they argued in their brief that because they themselves are parties to the stock sale agreement they're somehow able to get around the shareholder standing rule but that's only if you assume that there's somehow some obligation  coralie that's left under the stock sale agreement and that's not what's alleged in the complaint and that's because it simply doesn't exist robert and coralie were parties to the stock sale agreement and so far as they were owed things that were already provided to them years ago corley was a buyer he got stock in exchange for promising to pay the defendants money the defendants have given him that stock there doubt just owed money from him and that's why they filed proof of claim and coralie's bankruptcy but he's not owed anything further similarly the same thing is true of robert roberts a party because he pledged collateral to secure coralie's obligation to pay but with respect to both of those your honour's they're not owed anything under the stock sale agreement and they don't allege that they're still owed anything under the stock sale agreement and the complaint and the claims are barred by the shareholder standing rule because each and every one of whether it's the breach of contract claim a tortious interference claim unjust enrichment civil conspiracy all of those are barred by the shareholder standing rule and so the shareholder standing rule in and of itself provides the scorch with a singular basis to dispose of this appeal affirmed both of the courts below and have the a f why litigation finally hopefully come to an end if the court does that have any further questions i will i can sit down but the supreme court held in the people's or the steel company case it was actually judge scalia but in the steel company case they rejected the so called hypothetical then also that rule in the eighth circuit would depend upon only worth or there is clearly jurisdiction now as far as the contract we are suing on promises made to us not promises made to air why under section ten of the restatement if the contract involving several people says it does not say differently then it's a car a promise is made to everybody and we put that in our complaint i think it's paragraph forty five and in section two eighty eight of the restatement there is also a presumption that if you don't use words or severance you've made promises to everyone we are not  on the promises made to a f why if those promises may result in a collaborative stop or you would if we actually live again or if we did certain other things but it is not the same claim it is the same contract now i want to say one other thing the was a suit and which the parties created just as this being claimed in this case that there was a rising in jurisdiction arising jurisdiction should be rejected then they have case i think that the related to argument is something that i think has got to be understood what we said in our complaint there is no law cited that says if we recover from the defendant they have to it the money has to go back to the if they have why there is no law cited that says that we have got to only ask in our complaint for relief which we did not that the money goes back to your why we're saying we want the money from the fenders and that's what the complaint says now if there are no further questions my time's up so is there any further questions