issue of subject matter jurisdiction appellant is a hong kong limited company for purposes of diversity jurisdiction hong kong limited companies are treated as corporations the law on this point is reviewed in the shan chin case cited in our reply please also the th circuit has addressed the issue and held that hong kong ltd companies or a hong kong limited in the sense that with respect to other similar types of business organizations in the united states like limit liability companies that the supreme court doesn't treat them the same way and so we don't technically have a corporation here we have what's called a limited by shares company and so why should we treat it like an al see as not a corporation i guess because it is incorporated there is an entire subsection of the hong kong compan and which refers to incorporation of companies that's beginning at section seventy one dollars of the home phone companies ordinance imagine if you take the position advocated by apple lease that something has to be hauled a corporation before it's actually a corporation for very st the purposes that means if your a corporation in a spanish speaking the french speaking country you'd be out of luck doc speaking country you'd be out of luck chinese speaking country you'd be out of luck and if you were from an english speaking country that is a current or former member of the commonwealth you'd also be out of luck because in the commonwealth tradition of corporation is incorporated but it's called a limited company richard it strikes me as to do a former circuit test and it has all the attributes of a corporation if you adopt the th circuit test as in the supernatural case so under any test of hong kong limited company conceivable that you're sweeping in a needle bit too broadly that's why you have the th circuit has adopted view that you have to roll up your sleeves and look at the laws of the actual country of incorporation and if you do that  case probably it's a little bit safer and also the th circuit test is consistent it's at least consistent with the supreme court's latest word on foreign bit but it started with traffic stream and to limit it and it was organized it was organized under the laws of the british virgin islands and the supreme court in that case certainly assumed  that a limited company organized under the laws of the british virgin islands could be and in fact should be a corporation and let me ask you this i suppose then we disagree with you and then we  go we treated like a limited liability company or something else because this came up so late we don't have a lot of we have no factual findings at all by the district court in response to a lack of subject matter jurisdiction motion and one of the things i was curious about is the status of sino sino jet i think it is and what its citizens chip is because if it's a limited liability company we look through and look at the shareholders and am i right that there's only one shareholder way milan entity or that's another way of avoiding the question that's just saying that even assuming argue endo you look behind the veil to trace the ownership of the shares of  congress has provided that a corporation is deemed to be a citizen of the foreign state in which it has been incorporated so clearly there has to be some meat to the bone there has to be something that's a about it their view is that everything in the including clause is excluded from the nd sentence because it's included in the st sentence and that means not just reasonable fees but also out of pocket expenses of counsel so in an enforcement proceeding which is what's covered them nd sentence if you exclude attorney's fees and you ex mood out of pocket expenses what's left merely nothing and that position would be contrary to the intent of the parties is in the contract you have to sentence when it wanted to be included it was included in the nd sentence left that out why is that a bad reading it's possible but it would produce just bizarre results where in an foresman superseding where the contract is there's an entitlement to all costs and expenses you'd be reduced according to our police position to  wing and miscellaneous that's not what is meant by someone reading the contract through the lens of hong kong law when they see the words all costs and expenses they think attorneys transactions calls which is essentially what it is for signers would not include attorney's fees as your position you needed the including clause in the st sentence because the english rule doesn't apply to know i was going to ask you know your ear your argument i think falls short in one respect you're right about the the expenses of counsel but that that you know it would create sort of absurd results but at the same time there could costs from the company in enforcing the law they're not you know they're pretty litigation costs that presumably would be recoverable under that nd sentence even if the district court is right about the reading of the agreement but can see a distinction somebody wanted to draw a distinction between you know tribes actions calls having to do with execution preparation that sort of thing on the one hand and litigation calls on the other words of the underlying rationales of the english will to shift the litigation cost which could be large that's the system that everybody grows up with in hong kong so if i'm calling long by not oh you can theoretically contract out of the hong kong move but it has to be express certainly it's so exceptional that you'd expect express language if there was a contracting out of the english will they are going to durango it will be hard to contract out of the rule but just by intended to fill in the gaps where the parties don't provide otherwise in the contract they don't mention the issue in the contract and finally to the extent that hong kong law has some residual gap filling role to play here it authorizes  doesn't require it under hong kong ordinance i want to ask you about just just basic contractual interpretation here and sort of challenge you on what i think is your is your biggest weakness i read it you're right you argue that there is no definition of all costs and expenses but i read that st sentence as the century creating a definition other words it says these are all of the things that are included in all fees and expenses and then the nd sentence uses just the the the words all fees and expenses as shorthand for referring to the definition in the st sentence why isn't that reading correct i don't think there's really an intent to show that i think that says that they would be very easy for the parties to have done something like that they use fifty two dollars definitions they use capital capital letters where they want to define a term even include the word agreement in that as a definition they knew how to create definitions that would have a global application and they didn't do that here i agree and they mention that all cost and an attorney's fees is a very capacious phrase but you have to look at not the word all but what all is referring to two weeks ago the supreme court decided a case called home depot and the question was what any defendant means and the argument was made that any defendant in the removal statute includes counterclaim defendants and the majority said i know that's a lay that's a broad word any but you expenses i think that the problem the respect the problem that i'm having with that is even if the parties didn't intend to do it there's a basic contractual canon at play here and that canon is when you have the same words or used you give it a consistent meaning particularly in the same provision but usually throughout the entire contract and so even if the parties didn't intend to make a definition section doesn't back canon essential we say that we need to treat it as one so that we give it t same meaning in both parts i think that narrows what we're looking at it's not just the phrase costs and expenses it's cost and expenses incurred in connection with the preparation of the loan documents that's if you want to consider that to be a definition that's the definitions that entire phrase you have to consider so that's in the st sentence it's in reference to the task it's being undertaken preparation it's not it does not say for example any cost in fee incurred in connection with the task and the nd sentence is the same thing cost and expenses incurred in connection with an foresman of the loan agreement and so i think that if you want to consider that to be a definition it appears just on includes reasonable tourney's past and it is in reference to the litigation that specifically mentions litigation there so if that was the intent if they were trying to draw attention between litigation and transaction costs and they thought well attorneys fees might not be a clue did if we don't mention it in the transaction costs but it would naturally be included in litigation costs well then why did they mention it in the indian nation for i think that's consistent with our view that when the parties wanted to include attorneys fees as an element of cost in expenses he specifically mentioned that so what costs and expenses would be included under your filing fees deposition cos expert fees all manner of costs and expenses that would be included in a federal education or domestic living ation there are lots of fees that are that a party outlays in a litigation apart from attorneys things and i think the supreme court discussed a case where the question was whether expert fees are included in the definition of cost and said it wasn't but it's suggested that it might be included in it in expenses and i think that's a natural reading an expert expenses of counsel and i realize that we're not dealing with a contingency fee here most likely but what if the attorney for the none of the costs you're talking about would be included i think out of pocket expenses when they referenced that i believe that's  to talk about which can instruction is that when the parties want to reference something they know how to do it and they did that here and that needs to be respected throughout the rest of the rest of the interpretation of the contract  might say a word about jurisdiction unless the panel the other questions about the merits i think what we're asking the court to do is to just to recognize how the supreme court has treated a corporate associations and that is a very strict form formalistic approach where if it's called a corporation and it needs to be that it is treated as a corporation it's not called that then it's not appropriate they adopted it only with respect to corporations in one thousand nine hundred and fifty eight they did that and they have an expanded that at all to reach other unincorporated associations and they've been very strict about that and i think it's appropriate to consider that rule even though kong is not treated as a corporation this would be the st case to hold that there are other courts but i think there respectfully to those chords i don't think that there are faithfully following supreme court's strict teaching on this point especially as made clear most recently in the miracle case where a court is regardless of the attributes that a company has that are similar to a corporation the court has said it's not going to treat those as four rationed that is  jurisdiction in jurisdictional issues it's very important to have formal easy to apply clear cut rules so the parties aren't litigating around where a dispute is going to be heard and the courts made that clear in the hert is what they do use their words as an excluded company under the law of the bahamas and i don't and they raised up the st on the reply i don't know how i think the same and also he would apply how we raise it the st time and replied because just to reach from where we go with that we would have to remain remand to the district court to allow the district court to do some work there because we're engaging in it because it was raised so late we're engaging in a lot of guesswork if you're sort of piercing each one of these years you know starting with jam by and then you're going to the to the sino chat that's better work for district work than i was trying to set up here trying to figure out who the shareholders of these various entities are in a normal situation that's probably right but here we know if you if the court follows our formal approach that's been endorsed by the u s supreme court well it follows the approach that we think is most consistent with the supreme court's holdings i think that unless they can say that sino judge is of corporation under bahamas law and for the same reasons that they're not a corporation under uncle in law i think it's an easy task i think they have that's not true the biggest sign or jacket have let's say they have ten shareholders but they're all diverse there in the united states and they're all owners of the company that could identify the principal place of business instead of a ration in the court could figure that out on its own and not have to remand it to the district court for that fact finding mission and i don't think there's i don't think we're going to have a dispute about whether one of the individuals  tends to remain in a certain state i just don't think that's going to the case and if they come back with supplemental allegations that suggest that well then there could be fact finding by the court but i don't think that's going to be necessary addressing expenses with the two sentences that are at issue nine two create a substantive right and it's governed by hong kong law because of the choice of law provision in