next case on the calendar is us bank of america it please the court on behalf of the a palace this case was properly filed in indiana bank of america subject personal jurisdiction in indiana and the courts below erred in finding otherwise with regard to specific  jurisdiction the supreme court and burger king said in a contract dispute like we have here you look at the prior negotiations the contemplated future consequences and the terms of the contract you don't let your analysis to where the contract was negotiated  which is what the courts below did in what bank of america advocates here he look at the prior negotiations of the subject loan to an indiana borrower the loan is secured by property in indiana the deed that runs with the the subject of the contract here the mortgage loan purchase agreement is the sale of those loan documents the south entered into the mortgage loan purchase agreement it held the mortgage it held the related loan documents those documents in the mortgage five list south physically inspected the indiana property and perhaps thirty seven in forty three lists out represented at the originate of the subject alone did indiana in accordance with the law relevant here representation  be represented that there was no restriction in the deed that materially in adversely affected the use of the property in indiana or the value of the property in indiana and lasalle agreed in the mortgage loan purchase agreement that in the event of a breach they would indiana with regard to future consequences representation eight expressly contemplates future harm to the in the in a property the representation says no restriction materially in adversely it interferes with the current use of the property or materially an adverse effects the value of the mortgage property we allege that there were structured has had a material adverse effect on the value of the property this case was decided on the  what should we apply on this question we look to seventh circuit or which the indiana court look to in determining the scope of specific jurisdiction well it's a  personal jurisdiction in indiana extends to the full extent under the due process clause and so our position is that we're in the sec second circuit the second circuit would apply its own law on that question on the issue of whether there is personal jurisdiction in indiana  to wilson and the our a our case which says you look at the economic substance of the contract was which is where the supreme court of burger king said you look at all those factors just to follow the follow through on the future consequences  materially an adverse the affected bank of america denies liability here claiming that there hasn't been a material adverse effect on the indiana property they even claim that the deed is unenforceable under indiana law so   the only way she found that if any was proper is under thirteen ninety one two which says that a judicial district in which a substantial part of events or admissions giving rise to the claim occurred or substantial part of the property of the subject is situated you can't reconcile that venue is proper in indiana and personal jurisdiction over bank of america is not proper given the nature of this case you can't reconcile it bank of america has not appealed th and that's craig that's correct she made a decision based on a legal conclusion that they were not subject to personal jurisdiction in indiana that's a legal conclusion subject to the novo review here today with regard to general jurisdiction just briefly bank of america is using that to form shop i knew the score to see in many cases that say that this is an exceptional case we believe that this is an exceptional case in addition to their business activity that they conduct in indiana which is pervasive he have contacts that are not business activity the fact that they own over two thousand pieces of real estate in indiana perhaps the largest property owner in indiana the fact that they have freely access the indiana courts between two thousand and ten and the time this case was filed forty five times they say that they're committed to the people of indiana that makes them integrated with the said with that with the state of indiana it's in addition to all of their business activity and those contacts and i just identified have not been set up by the supreme court and have not consider based on our research by this court or even the seventh circuit and so we believe that this is truly a the exceptional case and that warrants finding that bank of america is also subject to general jurisdiction in here this is an appeal from the district court's denial of a motion to retransfer this case to indiana i know there's been some dispute in the briefs about what the standard of review is on that what i want to clarify and i think there's a piece of the cold case from the u s supreme court that cuts through very nicely in the week i can move on if you'd like is in our brief we said the standard should simply be when this court looks on appeal and whether the district court was correct in finding that the indiana courts analysis of jurisdiction was plausible and called on page eight nineteen the u s supreme court acknowledged that although the appellate court is not bound by law of the case in the sense the district court is the u s supreme court said is soley for the question of personal jurisdiction we have plenary review in this court and even though the district court below is looking at it from a lot the case perspective do you disagree with that i mean it seems to that was my of returns so this court looks with its own eyes whether the district court was wrong in finding the indiana court's analysis plausible you know or if the district court somehow missed a glaring error and i think they're perfectly reconcilable cultivate nineteen this court's decision in songbird look with your own eyes did the district judge below miss a glaring error or was he wrong in finding indiana's analysis plausible we don't think there's any basis to find that so we think it's a clear firm with the court permission on move on briefly to the jurisdictional points on waiver under this court's decision in brown we just don't think there's anything express that would open the door to that so we don't think that's a viable basis here general jurisdiction again i what bank of america does unrelated to the suit is an a for general jurisdiction you would say then that they are amenable to suit in indiana on literally any claim and the same analysis would apply in virtually any other state it would swallow the rule and the distinction between general and specific we don't think there's any basis and i didn't hear a precedent cited for holding that so really it's down to a specific jurisdiction on that i want to point start by putting the court to i think a principle that the u s supreme court articulated in walden that's really  plaintiff's contacts with the defendant and the forum to drive the jurisdictional analysis i want to emphasize that point at eleven twenty five of walton because i feel like that's exactly what the plaintiff is asking the court to do here it is distracting from the real issue it is point to point to its own dealings with bank of america in the securitization contrapuntal act and then it's pointing to issues in indiana around the hospital and a third party waiver and all of the and it's own doing is there whether could get a waiver or what happened when it foreclosed that's not the focus really you have to focus on whether what bank of america did here is the government of the suit in the courts questions to my colleague i think focused on the right issue which is this suit in this complaint arises out of the new york securitization contract and that is extremely important because that contract provides a remedy that is different separate and apart from the remedies that they could get in indiana state law they actually did a foreclosure here in indiana no one stopped them no one would contest that what they're asking for in this lawsuit is a contractual remedy in the securitization agreement for us to repurchase this loan we made that contract but there's some strings around it you have to bring it in a certain amount of time you have to notify us and if you don't do those things correctly then you don't get that remedy they have other remedies like the foreclosure and state court in the like but really the grommet of the suit is the m p l a that's what this case is about and when you look at what bank of america did its contacts are in that regard and on that contract in new york they are not and you know most of the does the courts didn't miss this they got it right and i think this is another important point the security that i see a lot in the briefs about the origination of the loan in indiana securitization is a breakpoint it is a different animal legally from origination and we see that this is actually in the record here in the twelve c four and it's in the case versus deutsche bank one of cases where you know this court is recognizing that's a new york court decision saying when you're dealing with a cause of action on a secur portfolio including a breach of a representation exactly like we have here when the when the representation is made if it doesn't accord with something in the portfolio the cause of action a cruise at the time of the securitization here in two thousand and seven and the statute runs from that point so here that would have had until july of two thousand and thirteen to bring this action under this contract if they wanted they could have this tenant defaulted in two thousand and twelve they filed the foreclosure in indiana state court in two thousand and thirteen at that point if they wanted to protect their rights they could have asked us for a tolling under this contract or as the green bird case in the tenth circuit points out we cited in their brief they could have filed a protective all suit they didn't do it they waited and when they finally came to court because they didn't get the remedies they wanted in this in the state on the foreclosure and with the hospital on the waiver they came and said what we'd like you to buy this now we'd like  time and so they went and formed shop to indiana and they try to now bring in all of these contacts in indiana that are not the gravity of the suit so i really just want to impress i think the court was was on the right page just to courts to this is a new york contract the suit arises out of that contract our conduct that's relevant here to jurisdiction is all about the new york contract and yes there may be some ancillary events in indiana would have to be litigated but this court said in sunbird those me b but for causes of the lawsuit you know but for doing business in indiana it's some point there wouldn't be a case here just like in cult go but for the people getting married in california there would have been a a contract that there was no specific jurisdiction in california by force not enough proximate review that as a plenary matter but i think you'll find that that's the case i mentioned in the appeal happened the second circuit said and what they did actually unsung part and i think that the law is clear in a deposition as on the two positions that you and those in council take on this question seems to me yours doesn't make very much sense  because under your view the district court decides under one standard and the court of appeals then reviews the district court under a completely different standard so that if the if the district court made a decision not to retransfer to indiana because the district court said says to itself well the indiana court's ruling was wrong but it wasn't so wrong that it wasn't plausible then the district court in in  circuit is supposed to keep the case but then it goes up to our court in which we decide under a completely different standard we say no the district court no the district court may have been right but the indiana court was wrong and therefore we rea transferred in that it seems to me that's exactly what is sought to be avoided by this especially in vocation a special construction of law the case in connection with and with successive decisions  the different in different district courts after transfer songbird says that this court is not bound by law the case is not bound by law the case the district court below was constrained by law the case principles and so it didn't take it yale of the indiana court's decision this court though as songbird says is not required not not required but should not apply law the case to the decision  in this instance it's not a transfer under fourteen zero four it was a transfer for lack of personal jurisdiction which the legal conclusion that's entitle to in there for a view we appealed not only the transfer decision but the judgment below everybody comes up for  the mortgage loan purchase agreement and we pledge significantly that the future consequences aren't indiana there in indiana with the property value of our collateral the collateral for the trust collateral is the indiana raised bank of america did not even have to register to do business in the state of indiana it was expressly exempt it voluntarily chose to register by voluntary voluntary volunteering to register it sets this case apart from brown and wilson there no due process concerns they were served with this case the complaint in indiana through its threat to the resident agent there and we believe that that also supports jurisdiction here thank you thank you take it under submission very well