issue before the court is whether the district court erred in dismissing the appellant's complaint with prejudice for lack of standing and before we get to the issue the standard of  review should be mentioned because there's some discussion of that in the briefs the standard of review your honor for this stage will attack is to know that's been set forth in various decisions of this court and in carmichael w apollyon either below or before this court and that is quite simply that a dismissal for lack of standing is not a with prejudice dismissal those dismissals for lack of standing should be of anything else to demonstrate standing and that is an incorrect characterization of the record it is not what was argued and the district court misapprehension is set forth in the district court's order of page five or page to twenty one dollars of the appendix where he says plaintiffs argue that the recovery agreement was effective and transferring health st claims under the m s p act and the court types to two pages of our underlying memorandum in opposition to the motion to dismiss however that is a reference simply to the recitation of the allegations of the complaint and only part of it later in the br about how standing is conveyed to the plaintiffs the st is that you must look at the assignments and the bend and the recovery agreement in their chronological effective date of that a dent them both retroactively and in and of itself conveys the rights to sue on the m s p at claims secondly your honor and i'll get to the rd part which answers your honour's question the bring the m s p act claims and that of course brings us to the next document in chronological order the sunni's assignment and the series assignments when read in light of what has chronologically w prior based on the effective dates of another protonic assignment and the recover and the and then them which do in fact convey the m s p act claims and let me tell you how we get there by the language of the series assignment honor on its face you must look at what came before it by the effective dates so as of the construction of the series assignment there have already been retroactive assignment as what i would call a living document you must understand that before it came those had been them and the nuns proton's assignment and so the last sentence or the lessons in the in the full paragraph says the intent of the parties and i'm quoting from the series assignment your honor the intent of the parties is to transfer any and all right title and interest that m s p florida to use or honors nomenclature that your honor must employ the retroactivity doctrine which i think is also undisputed in order to get to as your honor has called it pikes peak and had to answer on this question a them but they assign i would agree that him a speedy recovery else he could be a plaintiff but again your honor as an example i don't even know whether that entity still exists what what its capacity is but but looking at this record before the court is whether the middle district of florida correctly dismissed this case with prejudice for lack of subject matter jurisdiction under article three of the constitution because based on the complaint and exhibits there  collectively as m s p lack standing to bring the claims asserted which are for reimbursement of medical expenses under the medicare secondary payer act it is undisputed that m s p does not fall into one of the three categories of persons have a direct private right about action for reimbursement under the act rather m s p claims to have received a valid assignment of such rights from a medicare advantage organization or and mayo through a convoluted series of contracts spanning approximately two the lower court's ruling was correct and should be affirmed for three reasons st as many courts have held and m s p now appears to concede the recovery agreement executed in two thousand and sixteen did not assign the right to bring these claims to nonparty m s p recovery or as judge newsome referred to it m s p florida and that entity in turn therefore did not in two thousand and seventeen give an assignment appropriate to dismiss for subject matter good fiction with prejudice it's appropriate to dismissed for lack of subject matter jurisdiction with prejudice where any amendment to the complaint would not have cured the lack of subject matter  fatal deficiency as this court held in lewis versus the united states which is five hundred and two federal appendix eight hundred and sixty two dollars in addition multiple florida federal courts have in similar cases involving  p recovery and similar entities have dismissed with prejudice on the basis that any amendment to the complaint would be futile which is what the district court below found in this case there would be no way to cure the defects in the chain of assignment in this case so for that reason the dismissal with prejudice was not an abuse of discretion subject to any further questions on the st and rd reasons why the district court's ruling was p florida which is a non party to this case that that somehow transformed the series agreement that m s p florida entered into with m s p the pla and seventeen is entirely without precedent and is in fact a bridge too far there are only two cases that are really relevant that m s p cites for this proposition that the assignments can be retroactive and therefore should be considered as if they had simply been entered into at the time that they were purportedly effective as of the st one is and on reply i missed p tried to distinguish that case by saying that the last document in the chain of assignments there was not executed until after suit was filed but the flaw in their argument and why that case actually supports q b e s position is that the last document in the chain of assignments in that case would be analogous in this case to an assignment from m s p recovery l l c or m s p florida appellant's in this case and there is no such document that the only series assignment between m s p florida and m s p is the one that was entered into and seventeen and specifically referred to the claims that were assigned in the recovery agreement which were the claims of h s a p the administrator not an  so in fact that case is it stands for the proposition that without the subsequent assignment from the the actual owner of the rights to the to the entity that is trying to bring suit on them there is no transfer even if there was a retroactive assignment after the initial assignment took place and  the southern district of florida in the usa decision also stated that to be clear the series assignment referring to the document that's at page ninety four dollars of the record in this case does not pass on to m s p series which is the relevant is m s p recovery claim series l l c vs a i x specialty insurance which was a decision from the middle district of florida in may of two thousand and nineteen but importantly it did not rule on the issue of failure to say to claim as the court is aware this case involves a challenge under rule twelve b one for lack of subject matter jurisdiction now m s p invites the court to conflate the two basically saying  standing technically a court cannot even rule on a twelve b six motion now x in the case did argue that the complaint failed to allege that the claims were properly assigned to the plaintiffs but all the court found was that the plaintiff had plausibly alleged valid assignments under rule twelve b six the court did not hold in that case that the assignments conferred standing and further it didn't give any reasoning it did not undergo any analysis of the various contracts that are ish are at issue and that the decision in that case should not carry any weight in this case the district court below correctly held as many other cases have decided that the various documents on which plane m s p realized the agendum to the recovery agreement and the no protonic assignment specifically constitute parallel evidence which was created to try to establish that the intent under the recovery agreement was to encompass h p s rights and the mental gymnastics that the that m s p is asking this court to undertake to find that they should in their own right be retroactively considered to effect a downstream assignment that is from m s p florida to the plaintiff's appellants in this case without any indication in the series assignment itself that that was the intent is simply unmerited the one sentence that they point to which is at the end of this series agreement that mr silverman read is clearly referring to the assignment under the recovery agreement from h f a p two p florida and so for all of those reasons we would ask this court to affirm the district court's decision and and told that the appellant's did based on the face of the complaint p florida in and of itself does not have standing either would not have standing because the v there's no precedent for this argument that i must see is making that the m s p act rights could retroactively be assigned two years after the fact after another party already supposedly assigned that is h f a p and the recovery agreement and therefore it's as if they were assigned two years prior but secondly the case law says that if there is a lack of subject matter jurisdiction that the plaintiff then cannot manipulate the case to add a new party to try to cure that defect so in not sense it wouldn't be possible to amend the complaint to simply swap out m s p florida as the proper plaintiff and the the  reason why the court shouldn't take this giant leap that m s p recovery is asking it to take excuse me that the m s p recovery claim series and the series are asking this court to take is that it would set a dangerous precedent and this is what miki alluded to and their brief is that if the court were to allow this kind of charade through the contractual gymnastics that s p is is trying to undertake then there would be nothing shopping for example let's say h f h p decided to create another retroactive a done to the protons assignment and say actually they didn't really mean to assign all of the claims to m s p florida actually they retained the ability to sue once and then h f h p could then go out and try to sue he or some other insurance company saying that they are the ones that have proper standing and it would simply open the door to all of these years down the road purported retroactive assignments that could materially impact how the the scheme under the medicare secondary pair act for the reimbursement of secondary payments was intended  well but the judge ruled and my opponent actually acknowledged this is that the that agreement constitutes peril evidence as to the intent of the recovery agreement which was clear and unambiguous on its face and therefore twenty six thing recovery agreement so my point is hasn't there been there has been no determination by court and the circuit as to whether or not the twenty to the agreement is valid that all we have is an assignment to m s p and has any court ever ruled on that issue i want to make sure i understand your question is whether the court ruled that the series assignment from m s p florida to the assignment was effective retroactively and that's where he discusses the case law on subsequent agreement that is purportedly intended to modify and relate back to a prior agreement and that's where the judge we all stand for the proposition which is widely and routinely accepted that parties can agree on a subsequent agreement to an effective date of that document prior to the execution date and on in the same sentence there was nothing to suggest that the retroactive date was ineffective or somehow invalidated the assignment that is the law there's no charade secondly your honor with respect to the series assignment and judge watkins definition of the quote assigned claims quote claims quote assigned that said and assigned documents and so when you take the series assignment as of the time of the filing of this complain the rights conveyed by those documents are in the series assignment as a result of the retroactive application and therefore the series assignment conveys good title to the m s p act claims which are being sued upon in this case there are no mental gymnastics involved these are basic well settled principles of law that the absolutely simply does not want to acknowledge and on that point your honour's i would point out that in the trial and in this court the apple he cites no case not one not one saying that that is not up to law that we have cited both in the state of florida and universally applied so that is not an issue contest and two to describe that that is a mental gymnastics or charade is really inappropriate so so we have the retroactivity up to the time of the series assignment at the fact answer your honor's question it did address the standing issue on these very documents we attached to our reply brief the memos in the trial court in the next case expressed below these are facial attacks the standard is the same as on a twelve b six motion to dismiss that the allegations that well played allegations accepted as true  knowledge is such an honor may i finish my this complaint was filed thank you very much your honour's thank you