and the issue is one of contract interpretation depending upon the intent of the parties to put the case in context a train dispute arose between access and reynolds and us are and rather than arbitrate that dispute underpin arbitration the parties quickly arbitration the question and that is a risk arises in this appeal depends related to the arbitration is there is no arbitration agreement in the settlement agreement and the only way that the parties will get there is through the   as you just said the settlement agreement doesn't say anything about arbitration one way or the other correct correct and is it your contention that that that that lack of a discussion of arbitration or of any kind of ways of settling disputes ever the settlement agreement that takes this case out of the center context or do you think that just leaves it open and then we look  might have a reason out of the business activities between the parties were merged into the settlement agreement and now the action is to enforce the settlement agreement and general rule doesn't become the settlement agreement pretty clearly related to the business activities of the party just the some in agreement would what the summit was this is where activities are related to the parties the difference is that once you enter into the settlement agreement those activities are any litigation that you might have after that point doesn't really litigate reopened to see who would have won without the settlement instead they chose to settle them and they came to a some agreement of them that is the equivalent of an arbitration award and not patricia ward ordinarily would not go back to fi that the resolution of the disputes of the underlying dispute but once the parties agreed on a resolution of those disputes with the settlement agreement it no longer all of those disputes that came before it which case the court somebody would have one of the parties the prevailing party could either take that to court to get it and to get it affirmed and then to be able to in court said or to get it on the other side to get it vacated to avoid  answer is yes is any more required as a matter of law you know it would be hard for me to i guess you would probably find it not credible for me to say that there was no connection  disputes that came you know that that resulted in the settlement agreement but it's not really any different in that respect from you know an arbitration awards like i said where you would have these disputes that yes they would be  agreement should be enforced just like you don't go back to spin or arbitration to enforce a finra award and so there is a break there there's there's not a more difficult but the language is really the case law requires that there be a direct relationship between the underlying actions and the and the dispute a   continue to have viability at that point and they would be subject to arbitration talks about says that that the that the party that fails to pay an award could be subject to losing its its registration but but but  the word itself at least has to go to a court to enforce there's nothing in the federal rules that that would address in sportsman actions and for that reason a some agreement should be treated the same as which would be a breach of a settlement agreement saying that one narrow aspect cannot be arbitrated even the arbitrary you're going to know all the details and understand the context you're saying that one aspect has to go to a yes that is my right that is my conclusion is that that aspect need to go to court rather than to arbitration and the difference is that when you are actually looking at whether a contract whether the contract should be enforced whether an agreement was made whether whether a party performed the agreement whether they are defenses to the formation of the agreement the underlying trading activity is not in  dispute that it doesn't you know this is a resolution of that trading activity but what what counts is how the parties reach their agreement and whether they reach agreement and whether that agreement was reached so so while reynolds case in particular has talked about how you can have separate cases can be i mean intertwined so that you can have things that are arbitrated and things that are in court and they are intertwined but that doesn't preclude them from happening in different forms thank you thank you thank you now we'll hear from mr ford for litigate the exact same dispute simultaneously in two different four they come before this court and they request reversal of the lower court's order compelling arbitration and dismissing this action at the same time that they have done that they went to florida or they went to california federal court where there was a sta into a joint defense agreement with spartan securities mr reynolds reynolds former employer whereby spartan security is suing mr reynolds in finra arbitration seeking the money for the deficit account based on trades that were placed mr reynolds doesn't have an account with access clearing he doesn't have a deficiency and he never placed trades that were clear to actions he doesn't even have that relationship these trades were placed on behalf of spartan securities so the settlement agreement on its face is intended to address those trades placed by spark why is this important well as we've seen and as this case has unfolded it turns out that there was originally an agreement between classes clearing and spartan securities to which mr reynolds was a side party he had basically agreed on friday i can get some cash to act so it's clear and as long as on monday everything goes back to business and we can start trading again instead they sent mr reynolds a settlement agreement and told him we're sending another agreement at the same time to spartan securities concurrently well mr reynolds signed the agreement and what would the integration costs have to say in order to supersede federal arbitration i think it's really simple and any attorney in private practice will tell you you have both you're dealing with often remembers an attorney in private practice if you're sitting down to draft a settlement agreement all you have to do is write a very simple cross clause that says that this case is governed by the southern district of florida federal court it's that simple i think it's a very preference for federal courts for arbitration if you want to supersede a prior arbitration agreement you need to be clear that that's what you're doing so i think a simple choice of law clause that says hey we're going to do this under florida  so if we can go back to looking at what this dispute is about and remember when we're when we're talking about whether the dispute rises under the the business activities of federal members on the one hand or if it relates in any way to the clearing agreement we're talking not just about a single breach of settlement claims we're talking about the entire dispute the amended complaint mr reynolds claims and counterclaims that he's waived the settlement agreement itself the conduct of the parties and so forth we're looking at the entire dispute if we go to the amended complaint itself while access has taken the position that this agreement doesn't mention spartan doesn't really have anything to do with part of the amended complaint securities sixty seven different times if you could indulge me at the risk of being slightly tedious i would like to just read one paragraph from the amended complaint two actually so if we look at do with finra as i already went over the settlement agreement itself at least in the opening recital makes clear what dispute is resulting we have have of course taken the position that and it is supported by evidence that mr reynolds did not make any authorised trades he did not engage in any wrongdoing it's certainly part of our defense and as we've come to find out there was misleading statement misrepresentation that caused him to sign that settlement agreement when we go back and review it whether it's going to arbitration or in federal court what i would like to be able to do is to raise those defenses again i think directly relates certainly arises from the business conduct in remembers i would just like to raise one other quick point because of this forum shopping issue mr reynolds has been a final decision what i would like to have for my client because i am so confident in our case i would like to get the ball rolling in one form or the other we've had a long rocky road there's been stays put on the arbitration by federal court there has been stays of the arbitration by finra there has been a lot of filing and we have been simultaneously litigating for over a year and a half in two separate fora so i would really request that we resolve the issue or stay the arbitration at least temporarily until we can make a decision once and for all before with that i would just like to ask if there are any questions of the panel that i might be able to answer regarding our brief our position is not at this point it's not for this court to to litigate those defenses but rather to choose a forum in which those with those defenses should be litigated and it is our position that the forum not the main one is the one that has already been pointed out which is the governing law and choosing that florida law would apply here it would be interpreted and forced and governed under florida