made a lot of people angry when he called into can question how commissions were being paid to the ten thousand sales people who sell the life insurance products and on the heels of being yelled at by  high level senior executive with met life because he was questioning the pricing so the first question is whether a reasonable person on a jury could find that can't complaint recurring the pricing and the commissions led to the decision to terminate him and he refused to even allow him to sell products and on that issue met life justifies his decision by claiming that ron canton didn't get along with people he was inappropriate it's a very selective process for people who are who have good numbers who do get along who are well regarded up into the day they can see with fired he was still going to product committees and metlife and again membership on this committee says something that paid for the person out of his own compensation midwife any money they say the focus here is that he's making a claim he's a whistleblower under sarbanes oxley i mean that's that's the nub of wrecked right when metlife may have had all sorts of reasons for not wanting him around your client wants to be treated as a whistleblower so right and that is the first problem we have is that the district court an inappropriate standard they said that he had to show definitive and specifically that it really is a speech to one of six enumerated categories the district court said that it one point in her opinion but then later on the district court and it was it seems to me correctly under the standard is this something that a reasonable person would have thought was a complaint about illegal conduct that's the that's the standard she actually applied and that's the current standard  you sell but if you're a financial advisor you can't sell somebody something that's not appropriate for them right that's correct and also in his there any evidence that he believed that anyone had ever seen a policy of this type to some and to a couple where the woman was twenty eight years younger than the man and they fell into the particular categories that he said that the pricing was wrong for yes way terrified in this december two thousand and  inappropriate product to anybody he thought there was a very real probability that there would be inappropriate policy so because there are ten thousand people out selling this product and if you see a president  one two or three in his case he saw three cells he was concerned that president normally would show up in other cells as well it wouldn't just be this one so and using one year difference or twenty year difference or one where both the men and women are sixty years of age he was concerned we had a systemic problem in the program and he asked metlife to take care of it and as mark riley made very sure the other thing he claims is that we would be jeopardizing our f license by selling this product that's why his arguments right absolutely that he ever is there any evidence he made that argument to met life is right in the in the filing i got the letter of december sixteenth where he talks about this pricing problem but doesn't say anything about look if i sell this product i'm going to be in trouble with my license with and did he ever make that argument he didn't make that argument in the record we have the one thing we don't know is a papers they were destroyed by james riley in november two thousand and thirteen long after the january two thousand and thirteen claim that it was sent along after metlife had put in the papers was osha and he said his deposition i told them this i sent letters about this license problem but apparently they destroyed my letters to everyone he didn't say that he did use the words compliance in the december two thousand and eleven letter and he said that you'd have a very real parent and he asked metlife to investigate it metlife came back to mr know we have no problem but then when we go through discovery we find that metlife admitted amongst themselves there is a problem at deposition mark riley who is how many other cells would have this price an anomaly real concern that canton had said ten thousand people selling a product that's got serious serious problems and that's why he came forward at that point and i but mr kant was never shy and he was also never a whistleblower he did not hesitate in making suggestions about pricing when he thought he should or maybe when he shouldn't but met life listen to his concerns throughout his career and adopted them where appropriate after he decided to retire in two thousand and seven mr cannon entered into a special agent agreement he was still able to sell metlife products but as an independent contractor this agreement had certain protocols however given his propensity to jump over layers of management when he didn't like the answers that he was given now this agreement allowed either party to cancel and any time as long as notice was provided and in september two thousand and twelve metlife triggered the notice provisions in his agreement his business was unprofitable due to the high administrative expenses that he was covering and he was also ignoring keep personnel at metlife as well as demeaning the underwriters and that life thought it was time for him to part ways although he claims that he's a whistleblower under eight  serbians oxley his theories not founded in law are fact and the district courts grant of summary judgment should be affirmed first as your honour's noted there is no dispute that nielsen controls here and that's what the court based her decision on under that controlling authority mr cannon did not engage in any protected activity because he did not possess a reasonable belief that metlife violated a law covered by sarbanes oxley he raised only trivial concerns about a commission payment he received he kept to the commission payment after understanding the explanation and raised only speculative concerns about three hypothetical pricing scenarios where the policies were never requested or sold to shopping for sophisticated life insurance products they're given the prices and mr cannon stated in his deposition he would never sell something that he thought was unsuitable to a customer and as you noted sued abilities based on a number of factors including risk tolerance net worth liquidity concerns and so there was no suitability concerns that he raised for himself because he would never sell a policy that violated the suitability requirements nor did he have a specific example of anyone at metlife who violated those suitability concerns i asked him this question specifically also what's very important in what mr canton new is that anomalies with pricing exists as you saw from the record one of these insurance policies can have over a million cells or hypothetical scenarios based on the spouses and their relative ages and their health classifications the pricing was within profitability it just wasn't in that narrow margin that net life flight and he was told that they would consider it on the next reprice and so what happens when there are issues that are raised with pricing or through a process that met life does automatically so metlife goes through on a quarterly basis and takes the expected returns based on what's actually happening in the marketplace and then determines whether reprice is needed mr kant knew this because in his december letter he said this can't wait for the next three price well that's not a reasonable basis because he didn't know anyone who had sold the policy so why couldn't it wait for the next three price and again these were prices that were transparent there was no fraud to the customers and people can walk with their feet if they like a policy that's better priced another insurance company so the next issue is although the court did not reach it there is no causal nexus between the decision to terminate his charge for a policy that is is that the point that it might be that there's a fraud perpetrated on a customer if a salesman says this is a great policy for you if that salesm the financial sales representatives would have been violating his suitability obligations under the case law is mixed as to whether a thing or a concern is actually a sarbanes oxley concer out there who aren't as the skaters i am of the looking into our prices who might wind up selling unsuitable policy is to people because these are the these have their attractive features that the salesman might wan promote but in fact you could get the same result cheaper from another met life policy and these prices are and that's causing a problem is that a is that having a reasonable belief that in that hypothetical concern which is not this case i would say that that's still not enough because he would need to identify some sort of practice at metlife was that was causing or likely to cause these sales people who have their own independent license obligations to do that it's not enough just to say that could happen at any time and nielsen speaks to that it can't be just be you know hypothetical it has to be probable or likely to occur so turning to the actual legitimate reasons for his terminations and miss patty go is a vice president who oversees over sixteen hundred field representative and then additional agents she in the first quarter of two thousand and eleven asked felix melech c to go back and look at the overall administrative costs of what was going on in all of her areas of authority and she was looking at not just mr cantons administrative expenses but she was looking at others where there were high expenses going on relative to the profitability of that person and with that with respect to mr canton he had five administrative assistants in an area where for example in manhattan there were only five to cover one hundred field representatives and he had five covering six because he had those people doing very manual issues he actually asked for a six administrative assistant and when that request was denied yes and you have an independent basis to affirm based on the causal nexus or on the clear and convincing evidence of the legitimate reasons for his terminations but it's clear that there is no protected activity there was no product sold there was no suitability concerns and so if reserve three thank you mark riley testified at deposition that he knew that cantons concern was an individual cells but it was the product itself riley also testified that he has no idea whether cantons concerns could be found in any other cells because he never tested them they never did check his number so they took about a repricing check but that never took place he not waste time on this now at the same time when canton also recognized the issue on the commissions which he identified approximate two and a half months before he was fired and then in october of two thousand and twelve he's told at that point when he thinks that the way to pain the commissions he's taught let people rank it with you because of this that's important because again we go back to what he recently believed now why would he i don't understand this commission issue with all the commissions are it's laid out how the commissions are going to be classified as first you are not right and there and  requests find first year and that gives the salesman a bigger commission if you pay the second year premium before the anniversary date right there is there are situations where you get a much much if they said we're going to credit any commission within the first year and a half for the larger rate just said that flatly rather than saying it's a first year but we're going to deem things within a certain period to be in the first year what's the difference concern was and supports that in his declaration that if sales people are getting much larger commissions then they're actually entitled to then your pricing if your product is at a way at met life is not thought that that people were game much larger commissions and that's purchased by the comment that he received firm almost in saying everybody is mad at you big if you're trying to close a loophole and at the same time thought the sales people are getting much more than they are entitled to receive simply because it's a mission because he didn't look to see that this was actually what the private practice and policy was he's making the complaint and then taking it to the commission is a very high percent every year after that is a much much much lower percentage calculate what counts as first year in particular way is there any argument at all left in this case that in fact somebody was cheating that somebody was not applying what the company's rules actually were the argument is if you pressure people to pay early and their commissions well did he if he lies it's a fraud if he says well you're building up equity in the policy and that's a good thing and i say i was probably a good thing i'll do that who's defrauded what is wrong i don't understand where the illegality and way my commission is ten years for the company reasonably would like that to happen and if you get that to happen in a way that is not defaulting somebody they're happy to pay you extra money what is the problem isn't as we pointed out the the product was in priced based much i will reserve decision in this case