has a mid level if you will subsidiary and it's a large operating company and its own right and then you get down to the u s subsidiaries who we agree are properly sued in this case because there is over them they are subsidiaries in or here and this morning if i could because this is a very complicated case with a lot of factual issues i'd like to in his opinion really raises a threshold legal question and that is when you have consent to suit a form selection clause in an agreement and you have two defendants who are not signatories to that agreement what's the standard in question are so closely related to the dispute such that it was foreseeable that it would be bound by the logs and we think that that is a wrong standard as a matter of law and as a matter of due process because this is right well well he didn't take that theory out of the air it may be a legal authority to support the right he had your honor is a series of mostly federal cases and as we pointed out in our brief virtually all of those cases involve not the issue of personal jurisdiction but rather the issue of venue  a lot of them are cases where a plaintiff who's agreed to a form selection clause susan the wrong form and the question is whether a non signatory defendant can take advantage of them some of them are a non signatory defendant by the most of those cases there's no question of personal jurisdiction in the form it's just a question and when you're dealing with venue that's a question of fairness it's a question of convenience and it's a different standard there's only two cases that they cite where the court apply the same test to personal jurisdiction issues and he did it without in those cases without any real analysis we think we've sting was the and the other cases gets the money but in those cases as i say i think there distinguishable but in any event the quotes apply the principle without really thinking about whether it should apply to personal jurisdiction and if you look at the burger king case which is sort of the source of this the us supreme court case that you cite your brief where talks about how the green door for selection causes consenting to jurisdiction that makes sense because you're actually consenting and that should be the rule here not the sort of i'm worthless are you closely related enough to the dispute so that you should dispute arising under any paragraph in this agreement is going to be the illinois and you're agreeing to any paragraph or three paragraphs that you're going to get all that illinois course is disagree with that the question is whether it's foreseeable that you're going to wind up here because that's related to the specific jurisdiction test which only applies if your conduct makes it in illinois related to illinois makes it foreseeable that you will be sued in illinois not this whether a clause in an agreement so i think we go back to the argument that it really has to be real consent you have to have agreed and on the second point they deliberately left out the provision for the selection which by its terms applies only to the parties to the agreement it doesn't purport in the cooperation by and of course as taxi on as say they don't sign the letter of occasion they are not a party to anything and the only close relationship that judge taylor really identifies is that they're the parent so what you have is a holding that if you're the parent company of fire down with chain in direct subsidy or that science an agreement and you know they're signing the agreement which about the agreement sure but some of the e mails and documents that plaintiffs have cited in their brief to show that they knew what was going on or seven months before they signed the you rick and there's no evidence there's nothing in the agreements that says that they were subject to approval by the parent company and even if they had then that's what parents do and if we start subjecting parent companies to jurisdiction in a place that they have no connection to otherwise simply because their subsidiaries enter into a contract there that we've really changed the rules on personal jurisdiction and we've done it in a way that i think is contrary to where the u s supreme court as to that and we can see that there are lots of factual issues that if you were to go to the issue of specific jurisdiction but as to acciona say the claim is this tortious interference by entering into an agreement with mitsubishi and m o u that was entered into outside the united states for projects outside the united states so the conduct of acts even as say that they're trying to sue on here is not contact conduct in the united states in illinois very no minimum context that relate to that claim and therefore there shouldn't be specific jurisdiction and what they're doing here is bootstrapping this contract argument and kind of grafting it on tuesdays if it jurisdiction in a way that we think i just doesn't work at least not in the absence of actual consent and illinois courts have come up with the standard in the context of arbitration claims and whether or not non parties are subject to an arbitration claim but should apply here as well to the issue of  person no that's not true here so what we have is if you just take ordinary illinois law you can't show consent on the part of x even as i say we don't have specific jurisdiction or versus baumann we also don't have general jurisdiction because that si an essay which is a spanish corporation with its principal place of business in spain is certainly not at home in illinois even though it has indirect subsidiaries that do business here if your honour's have no more questions a safe the remainder of my time specifically apply the close relationship passed in the context of the non signatory defendant to a form selection clause who there is no reason to believe as any minimum contacts with the former state and that's appropriate and it's appropriate because of what form selection clause is it's a contract from the close relationship as is a doctrine of contract law because form selection clauses are enforced without regard to taylor didn't have any need to reach those we agree with that ruling but we don't want to lose sight of the amount of control in insinuation of the spanish defense both in ohio and i sat with so substantial here that it is talk about today is none of that where you can read that on your own and you can review that to get an overview but i wouldn't talk about are their own us the e mails that they wrote internally the e mails that they wrote to mr miles and their own deposition when he said mr to make gal to negotiate the final portion to finally negotiate the agreement here in chicago mr to miguel is represented as the head of and he was also a senior officer and i have and this is what mr moore has said that he says quote that c four hundred twenty five on the record temporarily i've asked alberto to mikael to help me in agreeing with you the key questions regarding the company structure for this project and i was telling the agreements almost done and it's just going to be waiting your approval soon that's that's fourteen twenty here the record as a due diligence on the deal thirteen sixty three of the write an essay clearly wanted studio because as i say seventy seven of the record i think it's a seventeen in there and this talks about one of the primary business purposes of this chicago created joint venture is to promote the joint venture at the investment vehicle developer not only documents delivered in connection with the subject of this which deals with the letter each year are but also any transaction arriving from or connected to it or the whole idea behind this was are going to be projects world we're going to take this leading technology promote it worldwide and so the parties understood at the time that sure things michael along with the world would do this but we want to have the certainty and reliability of any dispute regarding any transaction that takes place in the world would be here in chicago and if you go back to the form selection was cases you go back to burger king you'll see the actual origination of this doctrine is a case cited in burger king  one and then they take it they take the projects and they promote them in spain which is parked out and then they start from about seeking other opportunities with the technology outside of the parking space and this is because should we make  you know they said that they were closely related this way is that a bright line rule well you rely yeah and i think you know it's not like real i don't think and i think that what you see in the cases i've got are out there on a closely related standard they're all over the country nobody's saying that it's not a law that closely related is the standard for binding on signatory to a form selection clause you see some of the seven circuit cases in particular trying to struggle with some kind of clearer way to the reform of words of whether foreseeability does it or whether mutuality does it i think at the end of the day what does it here is the overwhelming overwhelming document terry testimonial but it's from the spanish defendants themselves up their intimate involvement in the negotiations and even the operation of the chicago created joint venture and remember one of their subsidiaries  including commingling employees directors officers i think the travel between illinois and spain run seven peaches and nothing about the letter of it he takes this takes anything away from remember the up basically the american subsidiaries weren't doing anything and weren't able to fulfill the obligations of the trains the evidence overwhelming evidence from their own battles is that they were they were running it doesn't work for f c stone and kate lyle and remember the significance of that is important there was also a case just last week out of the district of d c if you'd like to see it would be happy to provide it follow argument that you know and post arguments of michele that make an immediate motion w a contract if under the law if you are bound as a matter of contract to litigate in the form you don't ask minimal contact questions it's not you don't have to get into that here as i said even if you did even if you had to get into that there's substantial involvement more than amply satisfies minimum contacts but the fact that some of the cases are only venue or some of the cases involve not defendants but plaintiffs it's neither here nor there the law is more broad than that and they can't distinguish those other cases their position is that they're wrong as a matter of law and they have no case that holds that not be the first you're hunters you know contract law one of the reasons we have it is because we want to have certainty and this closely related test if you're using it as a substitute for consent for what a contract  so amorphous and so slippery that no one could possibly know at the time they enter into this contract rather or not someone in the corporate family would be deemed to have consented and councils arguments on the facts i think highlight that he talked about essay he said what he did say what was it it's heavy involvement in the negotiations someone said there was the full support of the parent someone said they had to approve i spain and that they wanted to do the deal that's not involvement in the negotiations at all that's apparent supervising it's of city here and then we hear well there was involvement after the deal was done in matters that have nothing to do with the claims against us ag s a is not being sued for not a lot for allowing a s p to wither on the vine that's not the claim against them the claim against a mr she's interference so were they supposed to know when they approved assuming they did approve the agreement were they supposed to know that they had consented to be sued in illinois if sometime down the growth there was a honor i think of the argument on and here is is that on the form selection clause if you look at the letter that he zhen they didn't agree to it and so what you're doing is you're imposing on them you're saying you agreed to something that you specifically didn't agre and there is an element of it just is it's nonsensical to say that you agree to something that you specifically didn't agree to we do concede your honor that there are and the specific jurisdiction issues as to arceo now there are fact issues there are issues as to who's who the parties who are negotiating this agreement are representing they say they were representing the