the series of arbitration agreements that give rise to this action we had a relationship developing between catarina and tune core over the course of many years that that that unaided and grants of stock options in two thousand and twelve that submit the entirety of that relationship to the court to inquire maintains that the language that's your interpretation but that's not actually what the arbitration clause is the rule the terminology related to and that is a broad construction and we can talk about that but it doesn't say as i've seen arbitration clauses say everything having to do with the relationship between the parties or everything having to do with all agreements between the parties it says this option agreement now you can argue that related to expands that but the clause is hardly clear and defining it as you've just defined it we can break it down  honor to what relating to might have suggested relating to the could pertain to it modifies the interpretation it modifies the option agreement itself it could modify the option in the singular it modifies the terms of the option exercise agreement but what's really important here was at the time that that agreement was entered into there were no other x to option rights that that katherine could have exercised that's that's another legal conclusion you're reaching but isn't clear from the face of the agreement there is nothing for example in the two thousand and twelve option agreement that says th supersedes all preceding agreements to the contrary it appears to make a point of saying this is in addition to and not in lieu of so you can give me your conclusion but i think it's far from clear that that's actually what the agreement says the language in addition to and in view of is a matter of interpretation that that what communism is surplusage it's a matter of interpretation it was for the arbitrator to determine what other compensation  the agreement doesn't assign to the arbitrator the authority to decide arbiter ability of what issues are we arbitrated in the first instance it's usually for the court here we we feel that the court made an error that it wasn't in the i can i can say that the arbitration it was not there is it you're arguing by interpretation but again i've seen agreements that specifically spell that out and that kind of language is not contain what it does contain however is a waiver of all jury trial rights as to anything related and that waivers even broader than the arbitration clause that the parties agree to waive jury trial as to anything even remotely connected to the option arbitration there's never a discussion about jury trial or indeed that seems to me to suggest if there is an effective jury waiver you're looking at a bench trial if you had an arbitration clause that clearly covered it there wouldn't be a trial of any kind it was contained within paragraph fifteen point three of the arbitration clause so that waiver is contractually related to the parties agreement to arbitrate any controversy i mean let me go with the question in the abstract if you had an wouldn't have a trial with all the fact that the provision says waive jury suggest to me that there must be a context in which the parties anticipated a trial which suggests that the arbitration clause isn't as sweeping an ironclad as you have argued because if it were you'd never have a trial and would have no need to refer to a jury there is this second issue but not can you answer that question is your response to that proposition i disagree i don't think that i have it because the way were of the jury trial is conceptually i don't know that that by and by negative implication means that there would have been a court trial or that the that  very simple if there is an arbitration clause that precludes the possibility of any trial why the parties referred to a jury or to a waiver of a jury you just never go there because there's never going to be a trial you talk about waiver of a jury only if you anticipate the possibility of a trial and the possibility of a trial suggests that the arbitration clause is not so sweeping i have to respect and just really you better give me a reason otherwise your disagreements not going to move me i will give you a reason there is a relationship here and the pleadings have to determine which dispute in which controversies are submitted to arbitration the relationship is spans many years as pled it is a options in lieu of compensation we disagree with that but that's that's the nature of the dispute it is never several into silos that arise out of each individual option agreement so we're not talking about several disputes we're talking about  clause does it say all option agreements or does it say this option agreement it says this option agreement so how does that preclude the silos this option agreement was entered into at a time when there were no defense the substance of our defense is that this was a relationship that spanned years the seven agreements pardon me only one of which is extant that's the two thousand and twelve agreement that under the section two of the f that he is old something and he himself disagrees with the district court's interpretation of that language in addition to and in lieu of it paragraph ten of his of his declaration he says that's not in fact what we agreed to at all i'm putting words in his mouth but he said this is an incorrect reading the district court later adopted that very reading and said oh this this is intended on its face to to to supplement any other forms of compensation but it was for the arbitrator to decide what monies were o him since it appears that that that was the outstanding dispute that the parties submitted to arbitration so i mean as of two thousand and eleven he had stepped down from the company so all of these options had expired prevail on that you're going to win but why should we take that as a given at this point because there is i think a last in time argument to be made under section two that an existing controversy was submitted to arbitration and that this this final agreement coleman a did was assume of the parties interactions he was no longer providing services for the company it vested on a date certain it  to encapsulate all of the rights it contained and you show me any writing any agreement of the parties that says that and if the answer is no then it seems to me that the issue to be think i don't disagree with your proposition that if you win on that issue you're going to win broadly but i don't see something where if the parties intended this last agreement to supersede everything before i don't see anything signed by the plaintive that says that and indeed as judge gleason's pointed out there is language that seems to be in tension with that which is in the agreement the parties signed the parties agreed i think it's a prospective agreement all of those agreements were a they no longer existed they that though they ceased to exist there were residual rights we can see that on the face of the evidence there that he has no extra rights under the as an employee as as a purported to presume stockholder that the only the only agreement at that they entered into at the end two thousand and twelve provided all of the rights in which he's now he's now is claiming as o i think as a matter of evidence that that's clear by virtue of the fact that we know we've produced evidence that they were replacements these this is a replacement options so so if they did subsumed the prior what i observed before if you prove bail on that if your evidence is deemed persuasive then you're going to win him but at this stage that's not a resolved issue so how is it we can say well we can just disregard all the earlier no evidence to support the proposition that the prior agreements are still effective you're going to win but now we're trying to figure out who educates that and i don't really understand how the court should be required to accept your factual argument and what is incorrect there for mr katter inspected despite the fact that i was big compensated for past amounts the obscene agreement incorrectly stated that it was being granted to me in addition to not in lieu of any other form of compensation  to the record at what page one eighty one paragraph one zero nine all right catherine a light on the actual language of the option agreement itself that made it clear that the options were not a replacement for catherine's prior options but he knew award practice i've never argued before circuit court and the first thing i wanted to simply say i prepared a couple of things the same maybe not even touching on the law as much as just simply saying that it's an incredible honor to be here   arbitration stock options yes there's there's a she could name provide a defense to the other playing for exercises right of option under the prior option agreements i believe on the state i believe on the state of the record before you know it well i'm not sure if there is affidavits or not i believe to gore's attempting to claim a defense based on the lead allison and twelve option agreement but for some reason  the how does that fit in with the related to klein's full offer to two points what i find unusual about the argument is that two court is not say the two thousand and nine option agreement which also has an arbitration clause the two thousand and nine in two thousand and twelve both agreements are devoid of an ass in other words the language says that any controversies arising out of were related to this option agreement and then later on it says also any other controversy arising out of a related to the option so these two these last two agreements are tied to the stock insanity pl supersede the other plans the reason to course says that is because in the two thousand he planned there was a specific written this is so ca ssion clause in there and so they didn't comply with that they never wrote they never disassociated my clients so to court doesn't want the two thousand and eight plan to apply by virtue of that being in there because that destroys or harms or eliminates their defense so as a result two course positions it did not supersede the earlier plans so in other words the two thousand and nine and two thousand and twelve options on equivocally do arise into the two thousand and eight plan however the earlier options arise into the earlier plans there was a two thousand and five and two thousand and six plan thousand and eight point is before arbitration and in that in that agreement in the two thousand and nine agreement that's based on two thousand and eight point the arbitrator will interpret the language of the two thousand and eight plan and make a decision about whether the not not the two thousand and nine options have expired the two thousand and twelve options to be clear to this court my client has never filed a lawsuit over now they have been transferred to the arbitration and maybe it  raises the issue of well maybe in the arbitration now maybe you know the greedy plaintiff attorneys are going to want in there and try to say he's entitled to those too but the two thousand and twelve option agreement only had a one year exercise term so there is still one argument i can make but there do seem to be issues that could be raised and now that we have those action in the average ration and could come up in whatever happens in court to as the arbitration receded or in the sequence and use you well you know there's something odd i don't know what's going on there to be candid with you i haven't had time to investigate i've been fairly busy with some other matters and this is well but the substantive matter originally that to court wouldn't pay the fee so in other words i couldn't even initiate the are tempted to initiate the arbitration that they wanted to compel and i almost actually amended the complaint in this matter to include a breach of contract count because they refused to pay the fee to even allow me to frozen i don't know what caused it i know it is what champs and i do know some of the principals there so i don't think there's a fear that jams will somehow throw out the case through some technicality but the case is frozen it just has never proceeded so we don't have what i was concerned about really is  something could move forward and you've got an adjudication or you're near the end of it adjudication on on that proceeding but it sounds like that's not know that when that one seems to be frozen for whatever reason i don't know the district court proceedings were set for trial  sure anything else the only thing i wanted to say just one of the mention a couple things and some here i don't need to curry any favor with the court in any way just simply it's been twenty three years so i'm here in the ninth circuit  st i went to law school at boston university and i a professor named professor you baxter was one of my mentors there i haven't spoken to him since but i will tell you i sent him an e mail last night the time i was arguing here today and  professor baxter gave us a supreme court decision making class and it turned out to be one of the best things in the world because i was able to trust my own writing as a result of that so i wanted to mention him he had corporate just askin burke twice so i think today that's important obligation controversy arising out of or related to the option include doesn't say two options it doesn't say to all prior options it doesn't say the relationship between the parties so yes relating to is a broad and in our case law there are narrow and there are broad and relating to his broad but that doesn't necessarily mean as big as all outdoors so what makes this clause apply to the previous option agreements it doesn't say that what the ninth circuit says the the dispute must need only only touch the substance of the arbitration clause so here we have a situation where the parties had intended that this two thousand and twelve option agreement was essentially  the parties have intended but it's easy to say that and this doesn't say that so how do i infer from that the party's porro intended what you're articulating i i admit that i'm asking the statutory or federal claims that might be made under actually state or federal statutory claims which is what what was brought here initially this was a wage claim under massachusetts law so there are the quintessence of the dispute and examining the other evidence that is before the court there is i think strong presumption that this two thousand and twelve clause are there arbitrary are but option agreement was intended to give mr countering a second chance to invest in the company and by doing that he had he had no prior rights at that time that this is the only dispute at issue and the only way for to receive an adequate and broad understanding without any collateral estoppel problems is to have it tried in one form and that form would be arbitration as you know say that the twenty two over agreement from james are pretty standard can i can see how that gets used in an argument with regard to the viability of my claims regarding earlier agreements but it does seem to suggest that we don't go outside the agreement which would seem to close the door on parole and i think out of this thing what we look at the option on its face and we see that there is a a time certain for exercise and a time certain for vesting we see that the other option agreements had a clear vesting schedule we know that he was no longer with the company and we know that the amount of options the stock shares that he could have options under the two thousand and twelve agreement were roughly two hundred five thousand dollars the amount of two hundred five shares and sorry two hundred to five thousand shares so that is the amount that had vested under the prior six agreements so looking strictly at the face of of the option agreements we can come to the conclusion that the two thousand and twelve agreement subsumed all prior controversy said any existing controversy was submitted prospectively to arbitration ok i think