and peter buckley who represents private specialty funding we'd like to ask the court's permission to collectively reserve nine minutes of time for rebuttal in these consolidated appeals all right that is granted in our minutes reflect course that you were reversed the first issue is that the unprecedented referral order that extracted an issue that was pending in a motion to dismiss in the southern district of new york and transferred that issue to be adjudicated in the eastern district of pennsylvania elicited  an advisory opinion that was issued without federal jurisdiction of me i'm trying to figure out how that even if it is a few characterize it and i am saying that only whose purpose is the argument how opinion isn't the impact of that on the new york district litigation not in the eastern district well they did it it might impact my client in several ways and the first most fundamental way is that it effectively swapped adversaries we were in a government enforcement proceeding that was brought by the consumer financial protection bureau and the new york attorney general against our the legal  its principles and neither of them are participating and this appeal and ultimately the district court in the southern district of new york determined that it didn't have federal jurisdiction how can you contend that the to the underlying complaint that the district court originally had federal jurisdiction over and to do that you need parties who are actually participating in the original case here the c p p wasn't part of the original case the new york attorney general wasn't part of the original case none of the arctic legal entities were part of the original case hold on now are you really talking about are you really attacking either the operation of the all writs act or the court's inherent authority because it seems that these owners do answer legal questions are is your real argument the court had no way to to pull these in through the inherent authority of the court of the already checked my argument is that there may have been proper ways for these issues to make it on before judicial officer who knows more than anybody practically on the face of the earth about this settlement agreement to help her with respect to her management talked with each other and they came up with this procedure and i do agree with you that it really does know more about this settlement agreement than probably anyone out there and she's done a very commendable job in a minister in a very complicated settlement agreement in a complicated class action over many years but a court's jurisdiction over a settlement agreement has limits it doesn't extend to anything that ever touches money that that that people that we're seeing right step right there if you would  to me is what this case is all about you know if and how we find some limiting principles here but but that said i i'm still trying to figure out how the referral of this question really has much if anything to do with this litigation would what brings us here really at the start was class council's concern about this activity with the third party financing entities and then eventually in september of seventeen there's a motion by class council to to withhold the disputed portions of the of the class members awards right that is correct and we actually didn't object to the withholding  portion of the award that was in dispute we consider that like an interplay or action and that it would be appropriate for the claims in the structure to hold that money that pertain to r t legal while all of this was worked out through the courts and we are currently in front of the second circuit also on the same issues so when you look at the practical impact and how this affected my clients we were we were opposing a motion to dismiss and we had an argument that this issue did not actually affect the substantive issue that was before judge prescott not the questionnaire was whether that was an extension of credit under the consumer financial protection act and the argument we made there was that if these were to assign agreements which we believe they are and it's consistent with the over myer decision this case this court issue of last year if they're if the sale agreements they're not extensions of credit and they don't fall within the consumer financial protection bureau jurisdiction at all and if they were loans which was their argument there then they don't fall within the assignment cla so either way well what we said to judge presta is that this decision doesn't actually impact the motion to dismiss that we caught and what she was looking at was a step in the process w ended up with instead of having a decision on the pleadings and whether the consumer financial protection bureau and the new york attorney general stated a claim under the consumer financial protection app is we ended up with a decision on the merits in the eastern district of pennsylvania on a motion to dismiss what we have an orderly system in place for how am complaints are supposed to progress through our system we have also procedure that guide how that's supposed to happen and we were on the pleadings are supposed to accept the pleadings as true a motion to dismiss except in the plate in session true we end up with a decision on the merits without a complaint addressing the issues without any discovery and without a trial and we believe that judge judge brody which the wrong decision here and the reason for coke last counsel and and signed the settlement agreement later submitted declarations that said the settlement agreement the anti santa clause didn't say what the issue eastern district of pennsylvania says it says they said that clause doesn't prevent funding a and allows parties to assign pick to buy and sell the proceeds from what a geisha even if they can't sell the underlying claim and that's a fundamental distinction under new york law and then you have a settlement agreement so s judge brody is not entitled to read it and make a call in every one of these cases whether this or not but then she's got to have the parties weigh in about what the what it means if if something comes to enforce a settlement agreement for our purposes here on this court what should be our standard of review in terms of the district court's interpretation of any provision of the settlement agreement i believe this is contract i don't think that was the appropriate inquiry for the result that was reached here that you cannot make a merits waling on whether or not just already legal seven contracts are more civil but thousands of funding agreements in force but without actually looking at those funding agreements and looking at what those say in taking evidence about what the contractor provision means because a contract provision new york respects the free aside from building of contracts and to prevent assign ability under the al he's in case at the highest new york's highest court sets a very high standard and you have to have plain clear and unambiguous language the language that's in the anti assignment provision here is the almost the exact language that's in the release clause the release clause in exchange for your rights and benefits and a class action complaint you give all of those up and it in and it actually says that right you get the benefits of settlement agreement and you release your claims and rights under the class action and then that phrase is repeated in the adjacent clause it says you will you care to sign your rights in claims under the class action complaint and the question here really isn't whether the eastern district of pennsylvania had a reasonable interpretation of the anti simon clause it's whether there's another interpretation that is reasonable if there's any ambiguity there then the entire time isn't and forcible period and it's and it's really a two step process here because parties can prevent the assignment of settlement proceeds and they need to do it with clear i'm unimpaired us language in an anti santa clause and then they have to satisfy the requirements of the u inquiry that needs to happen to take advantage of a reference to the exclusion in the tax code for personal physical injuries and when there's no allocation in a settlement agreement and here with you there was no what not only was there no proceeds with that type of representation in the settlement agreement it's not sufficient under new york law to get out of the u c c is ban on anti assignment clauses and i realize my own is is up here i'm happy to keep going if you have further questions well we will have you back on remodeling remind me are you going to handle all the remodel i was planning on only handling three minutes of the thank you very much mr in out with his contract and the severability clause would be before we get to that let me just state that my understanding is that there is no issue between the parties as to our jurisdiction with respect to the r d and d s however we do have some other jurisdictional issues in this case with respect to other parties  arbitration or severability that were raised in the motion to intervene that my client pilots so i'm puzzled by this because your reply brief focused on a particular action of damages but the february order is even vaguer in the december or it doesn't say a word about the damages and now you focus on the now motion it being which again makes sense except you didn't appeal from the june order that actually resolve that one i don't see how the february notes appeal touches either of those things either damages or the motion intervene well you're on the the december order failed to actually adequately explain what the damages were in terms will be other than your ca well your honor the issue is what does the claims administrator believe is the the per the principle now does under the big court's order rescission would mean to put the b entities back to the place they were before the contract so under judge brody's order we would have the right to go after the players who don't receive a recovery because when we placed back in a position prior to the order now because there was some ambiguity whether the december eighth order actually did apply to atlas and the other funders it was unclear whether we could appeal or not when the court issued the february twentieth order it still was not exactly clear whether that was final however what was clear was if out with did not act the court would approve payment the motion to withhold we weren't even part of the referral order from judge pesca so we never had the opportunity to conduct cover you any of that it was only learned later that when when the court created the new n f l case where the council submitted declarations regarding these contracts they submitted a letter to mr seeger issued in july of two thousand and sixteen which talked that's not an i told you but that's not what you're appealing why isn't it enough that the december in december judge brody has the list of lenders potentially affected and was among the list  at least there's a reference in an appendix there's nothing in the february one but why doesn't the december one which one notice it did put us on notice the question was whether it did actually apply to at was whether we had the right to appeal we we had filed a motion intervene which the court did not even address and so i believe july of two thousand and june two thousand and eighteen so procedurally this whole case was all over the place and it was difficult for us to determine exactly how we should proceed we weren't given the opportunity to address any of these issues so we would have argue if we had been given the opportunity that it's the player agrees to pay it as a separate obligation to follow up i think the judge should care is used the word for it and you didn't address it case i think the nub of the issue here is does the ruling make the whole judge brody did say that the settlement agreement prohibited the signing the proceeds well any in fact let's be clear we have more than a settlement agreement here we have a settlement agreement that was incorporated into an order of the district court so that not only would it be violated the terms of the underlying contract would also have been violent of the court's order adopting the settlement agreement right assuming that the language wasn't  i apologize your our construction if we had to have the opportunity to conduct the discovery if we were made a party and conducted discovery that took place after these decisions were issued we could have gotten these arguments before the district court and we could probably have a more complete record before this court if the district court issued a ruling after we did conduct discovery thank you take it up at that time thank you very much mr buckley thank your honour's may please the court my name is peter buckley i represent pride especially funding i want to start with where we ended and that is if there was a breach boy versus avoidable if there was a breach of the settlement agreement to which the class members and the n f l were parties and to which my client and the others at my table were not ari's it was a breach by the class members the class will before we get to that let's let's again address but i'm not sure that that's a real clear answer i get why you didn't file a venison thank are we were brought into the case when class counsel filed a motion to withhold what you served on us via email that was our first entry into the case briefing which had already begun and was in process and she said yes you may file a brief and we did and we briefed issues like you you really were moore of a participant at this point then the other  view our agreement as violet's of obvious simon cause we had an arbitration clause that said that in any event judge brody could not decide these issues we had a class action m d o waiver clause that said that she couldn't decide these issues we didn't have any of our class members with whom we had contracted complaining about anything we didn't have a complaint we were you know we were waiting on a motor on a decision on the motion to withhold that we actually  contending that it wasn't until the district court's order denying the motion to withhold is moot really that you knew that you want to take an appeal well we had taken had already begun the process with arbitration we believe that because our agreement said these issues validity enforceability are to be decided by an arbitrator that we should bring these issues to an arbitrator in fact we did we commenced an arbitration and when the player refused to participate we brought a motion or a complaint to compel arbitration and we've appealed both of those orders the injunction against the arbitration and the order dismissing the complaint to compel arbitration both of which provide an independent basis for discourse jurisdiction over the arguments that would raise theirs so just to get back if there was a breach of the settlement agreement by the assignment of something that was not permitted by the settlement agreement it was a breach by the player now in that case my client there was a misrepresentation made to my client about the player ability to assign settlement proceeds in which case the player is in breach of our agreement the whole result here is that i'm standing before your honor's with my client having paid five hundred thousand dollars for an advance against some of the proceeds and the player got both back and his award and when i went to find redress somehow in the court pursuing the contract that that player signed it initialed and notarized by his attorney i was told i can't proceed under the only  dispute resolution provision in the agreement and that's a violation of the federal arbitration act which the supreme court has made very clear especially in the most recent sign decision that if you've got a valid agreement form and if you've got a dispute within the provision somehow divests the district court who has responsibility to oversee the settlement davis that judge of jurisdiction no your oversee the subject i have two things i want to point out number one the settlement agreement reserves jurisdiction over a lot of people but not third parties like privacy and i think an example will help your daughter what if after the settlement the very important issue but it still does result for me your suggestion as to the interplay between the f a a and the district court's authority i think that brings into the to account the interplay between the f a a and the all writs act and the case law makes very clear that the all writs act is a residual source of jurisdiction did not create it doesn't itself creatures right and moreover where there is a specific statute that addresses the issue at hand and this is the pennsylvania burr you're a corrections case that one controls the f a a is very clear is there arbitration agreement here yes is there is this dispute within it enforceability blenny here yes that's it go to the arbitrator that's very specific the all writs act is a very general power doesn't say anything specifically about the disputed issue here and that's a limiting principle that i think this court needs to adopt i think the supreme court has articulated the limiting principles on the f a a and twenty three b is another one that i want to get to your honor's twenty three d does not allow the district court to issue substantive relief over non parties this isn't in for third parties and when and that's the line when you get to the third parties when you start to adjudicate the rights of and that's the special master took our agreement back into a into a meeting and discussed it we didn't know that they were doing it we didn't have an opportunity to be heard none of this happened in open court it all came up in these these assignment rules which hopefully your  these are a court created process that was created under rule twenty three b now class council has moved away from twenty three d and focused on the all mix act but nonetheless twenty three d must be complied with it is an opportunity to regulate communications but not to bring third parties into the case and to adjudicate various of these have right is far away from the communications with members of the class cases that we've seen since to and that's why it's a problem but so you were team here is your third party your friend on the other side relies on john hancock which is a case about to interpret their settlement agreements well because the parties to this contract said that if there's a dispute about enforceability and validity it goes to an arbitrator and that the supreme court has said we have to respect that moreover because that when a court reserves jurisdiction over a settlement it does so over the parties to whom it reserves jurisdiction it can't bring someone new in and say you third party i have jurisdiction over you to one of the things that you have to consider is the more things you bring in the more issues that are brought before the settlement masters and claims administrators and judge brody the more expansive creates for the n f l how can in them the less money they can go to the ultimate beneficiaries of the all of these agreements none of which i've seen some of which contain arbitration clauses others contain class action waivers they're all invalid and that the important point on the f a a is that the invalidity argument is an argument that goes to the entire first of all on the jurisdictional issue for the last two appellants i believe it's absolutely clear that december eighth order voided their contracts there can be no clearer effect of an order they said that says and i quote any agreement making such an assignment or attempt was signed is void invalid and of no force and effect they have a signed contract they were voyagers as of the time for if they were not part of well they were not parties but they of this sort they participated even in their own notice it is that critical to the ultimate determination of whether or not judge brody who has worked extraordinarily hard and in a very competent way in handling this difficult litigation whether she reached too far too as judge grievous is indicated with respect to a non party that's really unusual i don't think it is iran or i think that she is not ruling with regard to non hardy's she is ruling with regard to the disposition of the settlement proceeds and this court in footnote twelve of the of the diet drugs opinion that we cite to in our brief says that the court has a form of inland jurisdiction over the corpus of the assets of a class action settlement site specific class number once it has been distributed i mean i would agree that the fund itself prior distribution is a race but and so be it the issue and the order on december eighth is before there has been any discussion we think mr white in particular there has been no distribution to mr white on december eighth two thousand and seventeen when when the contract with voided but i  buckley has hit on what is the great concern here about the reach of the district court's order and that is does the district court have the authority to determine how the specific class member may use the funds that are distributed like this is this is the consumate business is this is the in it speaking only for myself this is the real issue in the case and you know i both know that that's a huge issue in terms of the authority of the district court overseeing and presiding over a class action is interesting leigh to me judge grody in her december were relied several times upon her authority as the fiduciary for the class concept practically every court of appeals including us has at least referred so from which comes her authority to reach a non party and assuming she can do that what's the limiting principle here your honor the way you have framed the question quite frankly i believe is that is a question of first impression i don't know any appellate authority that defines the exact boundary i would suggest it would look i suspect that your honor and i i would suggest the following as a policy boundary while the money is in the hands of the district court pursuant to it's in ram jurisdiction the district court has plenary authority over that money or anyone who might make a claim on the assets of the settlement and the the assets pursuant to the court's order once it is out of the court's hand i don't think the district court has authority to say to mr white i don't think you should buy a boat i think you should buy a car i don't think you should put this money in a money market account i think you should put it in a savings account let's assume there's interim jurisdiction which is a form of personal jurisdiction but there may be some parties to some extent as a matter of due process we still have to be pretty scrupulous about notice as to the particular item being litigated not just the motion with hold there are several thousand items on the docket here you are not seeing that everybody has to be up and continue to read thousands of items on the docket to find which one to appeal it's not until june that we have the order disposing of the motion withhold that was targeted specifically atlas objectors get to their motion would hold dismissed in the meantime it's been referred to a claim administrator who writes a set of rules that says my factual determinations are an reviewable or only what i determine are legal determinations  by the district court which is a problem under article three and but judge brody is treating what was done back in december before there was any notice to these people specifically that order is based  limited to party it they weren't parties at that point so i think the concerns about whether the court can reach out at all kind of interlock with these due process adjudicated but kerns it up if they can do it at all they have to be especially scrupulous about a procedure that ensures that they are parties in pleated are the functional equivalent that's at that point and able to challenge it how did the district court adequately address those concerns from this many parts of the question to abuse and let me take one part of the february eighth order which is the only basis for the atlas he'll is simply a house keeping administrative order to the to the claims administrator not to allow the funds to be withheld beforehand that changes nothing in anybody's legal status to the extent that that's the only notice of appeal that atlas has found that should be disp said as an injunction directed at it and then it has a denial of its motion gyptian the motion withhold that is correct and the reason it had an injunction was that it tried to circumvent the court's order court's order  because some of these due process article three concerns then it was the injunction is the first point at which drivers does in fact being targeted by the district court and saying hey we're not where we now have something that we're aggrieved by that we can appeal in fact in june back in july of two thousand and seventeen i believe judge brody started directing orders to all the third party liners expressing her concern about the assignment question so that they the question if judge i think you're asking many parts of the due process question one is as a practical matter were they on notice that their rights were subject say in december and i think the record is absolutely clear that they were they sought to intervene they filed papers all right so you're saying that the october motion withhold is enough to put them on notice as to everything that comes thereafter yes we serve them we serve them with that so i think that that's dispositive right there whether they knew they then filed thrive just filed a motion seeking to intervene into the december eighth they filed briefs on december into the proceeding on december eighth i thought it was only  that i take that that i believe about was the case if that's wrong i may be wrong but then the question is is that sufficient to put them on notice or does full process have to be made is something have to be done by the district court and the district court was issuing orders in memphis action and i don't know of any authority that says that the district court supervising the proceedings under its own authority under its own jurisdiction under the terms of the settlement agreement which this court approved does has to give notice to outside parties if they seek to re that's something i think again this connects to judge  there's a distinction between saying ok this is the fraction of the whole it will go to player white right at that point it looks classically in ram because it's against the other players who have a claim to live for but when we talk about once it goes past being allocated all we have to do is cut the check to player white and then now the litigations over well can now not not over the claim but over the proceeds that come after it it starts to look i mean i don't know the gradations of enron but it looks less intimate look more looks like a dispute between white and his assignee jury and i want to contest that assessment of it because in the settlement you have section thirty point one i think thirty point one is as clear as day it says you can't assign news this was not inadvertent this was done by negotiation the part we went into this wanting to protect the players from this kind of predatory loan three hundred eighty thousand dollars on a no risk to your note and i'm a five hundred thousand to your no and the n f l has a publicly stated interest that they worry about the financial wherewithal of their players next players from rookie camp on forward so this was a negotiated point between parties it's right there it's put before the district court the district court approves that this court approves it and then the question is can the district court enforce that provision which is right there on the face of the instrument as against notes but but that's not really the ultimate question here is it mr secor and i mean even if the district court properly voided those assigned is in is that determinative as to whether the companies here continue to have some rights under  it is because those contracts have been voided as of december eighth where asking two different questions once a jurisdictional question if the harm is that there that their contract was void and that occurred on december eighth if the question is does the district court have authority to void that assuming appeal ability and all the rest then we're then we're in a different domain we're shifting to the substance of the of the of the arbitration agreement and so forth that's a different set of questions  i'm a little bit confused by your question let me just say as a side matter if thrives and atlast do not have a live appeal of arbitration she drops out my question again goes to the reach of the district court's authority to enforce the settlement agreement in its order adopting settlement and it seems to me that it is a different question from whether or not the court has the a thirty given the anti assignment provision here to avoid the asserted and go beyond that and why order divest the third party financing it east of any and all contractual rights they may have under their respective countries actually class or as as a matter of of the factual record the district court trying to protect their contractual rights as much as possible under its equitable far you've said in the first instance the settlement administrator will pay back their money so it's not a question so there is some provision protection there but i don't think that answers your question judgement because the real question that seems to be troubling the court is at what point do the powers of administration run out and there is certainly is language and i referred earlier to the in re dive drugs footnotes ball when united i do not for a second claim that this binds this court i'm not saying that this court has clear circuit precedent on this it's instructive that the court assumed in the diet drugs litigation which was a longstanding dozens of appeals before this court always on the jurisdictional reach of the disorder oftentimes on the jurisdictional reach of the district court this court assumed based on baldwin united in cases like it that subject matter jurisdiction extended to third parties that might have an effect upon the district courts administration of a class action settlement it assumed that there's not a great deal of law in this baldwin united's language on context to be brought him without bringing in the other party to the country is parsing language is reviewing them without calling for an opportunity for the other side to to respond why they might be valid w should be an arbitration etc and then declaring and then it's i think there either says it's a month after the declaration that its contract is invalid for the first time they learned that judge brody has decided to to reach it  and receive the notice of concussion settlement so these are reasons why we would be extremely cautious in trading here why do we have to go as far as you want us to and stretching the outer bounds of article three i don't think one needs to stretch the are the out of bounds of article three to say that the district court's construction of the expressed language of the settlement agreement allows her to issue orders pursuant to that i don't think that that goes beyond the boundaries of article three if it has repercussions on third parties all the grangemouth have repercussions on third parties there could be a divorce proceeding going on there could be somebody could have died and there may be a dispute between their heirs certainly how much they're going to they're going to get in the settlement proceeding has effect on third parties i mean the reductio ad absurdum on the other side of this judge leaves would be to say that as soon as and i fell player dies before the award is finalized and their dispute among the heirs the district court has to stop and bring in all the heirs as parties because they're affected parties how individuals might act pursuant to what they think they are going to get is a serious matter but we generally leave that to the contractual voluntourism of the individuals on the other hand when there's an express violation of a term that is negotiate between the parties that is specifically approved by the does your court and then affirmed by this court i think at that point the third party consequences do not push the boundaries of article three you're not making any argument here by the way i've not seen the argument pushed in your brief that the that white than the other players lack contractual capacity absolutely if you're into this because of mental disability that's off the table almost your honor it's on the table as to why the parties negotiated let's assume at least dr best has appellate as is properly appealed you do have to get the f a a issue here and why why did why do you why isn't this an issue for the arbitrator to interpret this contradict well in the most valid agreement exists that's the task of the court and in particular i was taken by the language in a new crime for basically a coup a unanimous court where the court says the supreme court says a court must first know whether the contract itself falls within the boundaries of the f a a the parties private agreement may be crystal clear and require arbitration of every question under the sun but that does not necessarily mean that act authorizes a court to stay litigation and send the parties to an article for that's that's judge gorsuch in just two weeks ago in new prime we think that the question that you cannot divest a federal court  jurisdiction that you have over a longstanding dispute simply by in a subsequent collateral matter putting in an arbitration clause the interpretation of the settlement agreement is squarely within the jurisdiction of the district that if in fact this is not really about non parties it's just about the agreement then john him cox logic would apply but i read john hancock is saying the race judicata effect of perfect all judgments is something for him to federal courts but that's because it's the same party it's ok i don't i think if we if we don't have a third party problem you're right but the third party problem affects the due process fix article three in effect whether there's an f a a issue here i don't read shin new prime is saying everything winds up in federal court i read it as you know you have to is there dispute the party signed it no is there a dispute about mental capacity to sign you've said no those are the kind of basic threshold issues as to the  on whether this is about the validity of the contract as a whole i don't think the court tells us to go in free ranging interpret the contract as a whole we're just focusing on with the arbitration clause was validly entered into and if so then we go to arbitration i think these cases all different from this in one critical respect what those cases are all about and you can go all the way down the line of the reason arbitration decisions is the agreement between the two parties we do not dispute that and mr white entered into a contract that has an arbitration clause we don't dispute that we don't dispute the contract was formed we dispute whether the contract could be formed using an assignment from the class action settlement and judge kraus in an order of this court denying expedited appeal cites to the second circuit decision in city group which in turn cites to this court's opinion john and cock for the proposition that courts have the power to frustrate an arbitration demand if it seeks to divest them of jurisdiction the courts have the obvious power to protect their own jurisdiction once it previously and acted and agree that john hancock on its terms turns on the race judicata fact of a crime or a decision and you have the same artes in there but john hancock is talking about the jurisdictional authority under the of a court to protect its judgments here it's more than just protecting its judgments it's protecting not just its judgments when it's its jurisdiction because there is ongoing jurisdiction under the settlement agreement so we've hit both sides of the all writs act this is a much stronger case than john hancock for the application of all writs act power here and that's i think why judge kraus refers to the second circuit and not just to john hancock because of the fact that there was ongoing jurisdiction but it's kind of a lay down case if they want to appeal that order because at that point you have the december eighth order which says they have they have no contract and so this is just a housekeeping injunctive order that says specify individual parties it just says any agreement making such an assignment or attempt to assign so that is broader than any list of individual individual  parties let me just make two other points if i may with my reading time first of all on the referral point there's an argument made that this is beyond the powers of an m d l by the time we're at the settlement implementation point our view legal that it's really hard to tell whether this is a commercial paper or a personal injury let's be clear the class was defined as those who have injury already and those who have injury prospected leave this court affirmed the settlement challenge including over challenges on c t e and other illnesses including mental disorders emotional distress which were not compensated and the issue before this court was whether it was fair reasonable or whether ju was correct in determining that it was fair or reasonable adequate to compensate only a certain list of injuries neurocognitive injuries and judge smith in your first opinion in the preliminary appeal in this case you does not apply to claim or right to receive compensation for injuries nobody is getting a penny here for waiving declaratory judgment rights nobody gets a penny for waiving injunctive rights you don't get compensated for that the only compensation here comes from a schedule list of specific injuries and that's what that's what they got paid for and that's why these lenders are all here because these are injured individuals so  make good yes oh that's they're ready right yes yes the kind is good that the district court is aware of this problem and and frankly this is uncharted territory we don't we don't have a lot of blueprint on exactly how to handle these kinds of situations the contract is void and so once you have avoided contract i think the ethical powers of the district court kick in and the court in district said you're one of the parties able to terminate it this is the district court acting on its own authority it seems like it's a public policy objection from the district court it's not coming from the legislature but no it's coming from the text of the settlement agreement which was which is a court order and which was affirmed by this court so it's not a public policy matter you could have plenty of class action settlement sec allow arbitron that allow assignment allow anything you want in them including arbitration agreements for disputes and many settlements have internal dispute resolution qualities to them but this is not a matter of generalized public policy this is straight out of the language of thirty point one of the settlement agreement which is as judge smith said incorporated into a court order at this point so it's not an abstract question of public policy thank you very much as  yes it's outside inherent authority or to reach into another district court and pull out an issue that is pending in a motion to dismiss and adjudicate that single issue and then even go beyond that and not just answer the question that was referred but go on to invalidate thousands of contracts without a complaint and without going through the process that our system has set up for many many years and that works and it's problem here because we actually have people who sign the agreement saying it doesn't mean  says it means and one last count so when counsel says it's on the face of section thirty point one that it invalidates all assignments the puzzle doesn't do that it in invalidates rights and claims relating to the subject matter of the class action and you can't bar that assignment of income that is attributable to that medical deduction if they were in the underlying complaints there's interest in francisco this court said it even when you have a personal injury severability the court never addressed that until after we had already filed an appeal so i think that's the reason why the february twenty or is relevant as the timeframe too that they shouldn't enter into him if they could if they could avoid doing it he never said that they are not permitted never said that order and settlement agreement said it was a prohibited transaction after the february twentieth order the attorneys had said that mr segar had referred some of the attorneys to go to esquire bank to do transactions trip where banks contracts had assignment language so he clearly permitted those contracts to to proceed he had an opportunity in february of two thousand and seventeen when he filed the injunction against willis who he claimed was working with litigation funding companies and other entities from com he prevented them from contacting players in in that motion he never said these transactions were prohibited because of the assignment anti simon clause in july of two thousand and seventeen judge brody issued an order that said that she was going to discuss these third party funding contracts i've never said there's a anti simon clause that's being violated here there were many opportunities for the pelleas to take the opportunity to prevent these transactions from taking place but they never did it only occurred as a result of the transfer from judge prescott in this own district so there is in our opinion a change of position paid to the player that's a construction that is consistent with the settlement agreement we go through in our brief but essentially when you settle the case you give up your rights of the class action complaint for the rights and the set if you don't opt out for the rights in the settlement agreement when you make a claim and that claim goes through the process and it gets paid you give up your rights of the settlement agreement for that payment if you look at thrive s agreement section to see makes very clear we don't have a right to get paid and indeed that non recourse nature is what makes it the type of agreement it's not subject to usury it's not allowed except for a we don't have a right to be paid until they get paid and so we're waiting outside the courthouse outside the claims administration process for that to happen council suggest that we wanted to get involved in the claims administration process no we didn't we waited we filed an arbitration outside of that process to enforce our rights i agree with what he said the court has authority over the money while it's in the court's possession but when that money is paid outside of that court that player has the freedom of contract to make decisions as he or she sees fit for themselves and the court should not interfere with that individual's freedom of contract which is which is the very freedom of contract as that is fundamental to the u c c and to the anti assignment provisions that were discussed by my friend could i ask you to respond to your friend of the other side of arbitration shoes he conceded that there was an arbitration agreement for we've got a you know a initials on that page so as a result in these conceded that his argument is that the entire agreement is invalid because of the operation of this contract that the party who is trying to keep the money signed and we didn't sign so you know it's clearly within buckeye i also want to address the issue of the merits of this dispute we use the moniker assignment anti assignment it doesn't say what they say it says it says you can assign rights or claims related to class action complaint those are gone when you stop when you don't opt out of the settlement agreement you get one step over you get claims on of the settlement agreement we're not even asking for an assignment of rights under the settlement agreement we're asking for a sign of the proceeds of those right that's two steps over the there's a conflict in the in the interpretation principles relating to right that language relating to was given your honour's can address the issue but the issue is relating to in the context of an anti assignment provision under the u c c is that it has to have a narrow construction the court cites cases involving the broad construction of relating to in the context of arbitration it's a conflict of those two things it's important that your arms address this issue because class action settle all the time and they put these provisions in there and people need guidance about whether these provisions are going to be construed narrowly you're probably class counsel who had participated in these cases knew how to draft a provision and you can't assign settlement proceeds period full stop we wouldn't be here  it is important to bear in mind as we know that judge brody expressly her december eighth opinion in which she expressed concern for the individual players retired players who comprise the class in this section will be taking the matter under the eyes of the ask the transcript of these proceedings be prepared thank counsel for their very brief in an