two does not apply to claims over misleadingly incomplete list of all mixed or half truths claims number two you presumption is not available here because the defendants do not owe any fiduciary duty or similar duty to the plaintiffs and the rd reason is the plaintiff there's no evidence read the offering memorandum and that is dispositive also now the law in this instance basic the th circuit priorities because of the not disclose the existence of certain of its vehicles to it misled with respect to its environmental regulations which strive not disclosing that was it was in violation of certain environmental regulations number three that is sales income and profits were misstated now this court in the binder case which is the one thousand nine hundred and ninety case addressed exactly this situation in that case a beverage company created an overly optimistic picture decision you have a situation where where a bank promised that a certain trading platform would be safe for investors and in fact it wasn't safe for investors and similar to what was going on here where the claim is that volkswagen said it was doing a lot of r an country and in such a case you don't look and say well how big was the alleged you know mistake you have it was alleged misstatement well here in fact the basel went down by less than two percent and then this point it was only alleging sixty six thousand dollars in damages but beyond all of that the key not what the supreme court held in basic it's not what this court held in mind your and their side so it's a case go a little little is a pretty basic insider trading case in that case unlike here it was no allegation a representation at all to the purchaser of the bonds in current securities laws in the united states basic is the is the governing presumption that applies when you have a case about misstatements that are being made to tears and that includes a situation like is alleged here where there was an omission that made the statement misleading and in the in the mix cases again going back to binder and all and if there's another case the risk which is central district of california almost directly on point where the claim was the company disclose its environmental risk factors and that statement was misleading because it didn't disclose that it was violating the environmental laws court allies that case does not apply because it's a case involving a misrepresentation that is because of the fact that there's omitted facts exactly this situation the reason for the basic presumption was because you know in case it involved native americans who had entrusted to a market maker in securities the seller of those securities and i've been known as the native americans the market may or maker who owed a duty had promised that they would you know run a fair process complaint or ten pages went on and on about the misstatements and all of those misstatements are based again on your minutes past so with the plan of wants to have this court do is ignore the basic structure of the securities laws since the misleading because it omits facts as the seconds for a circuit held in wagoner that's a case that is governed by in basic and basic doesn't apply here because this is a case involving a private placement of securities it's not a to blackie and little judge was was on the panel for but the fan didn't confuse the results of those cases with the rule of law as applied in those cases because the more in the analytical frame practice and that size to say insider trading is one of those factors i can create a disclosure obligation but all of those cases involve sure signs and not  as a result of these in the facts indication that if they knew the immediate facts and were willing to sell them at a loss they certainly want to block them at the same price and that's why i just prior said the st time i did the heart of this case is an emission and that's why he analytic was analyze the case to determine if the case is primarily about the misrepresentations were primarily about the mission this is the causation issue that i raised more and in those cases where the found out about the facts emitted facts about emissions you know they sold at a loss and i don't think there is a poor there were fine and it's actually mentioned by the supreme court and they said that there's not a there's nobody with the play to regain nobody's buying about the absence of a business record and that there was no record that the author memory and was read but in order for that to apply there has that has to be a record that was ordinarily cast and for that purpose and there's no evidence of that substantially substantially identical false and misleading statements and then goes on for paragraphs identifying the false in this leading statements so that's when the players own complaints and in addition the plaintive said there would judge br analyze the case only as a and omissions case not true in fact at page twenty eight dollars of plain just own grief in this case in this court training plan of says quote the district court erroneous lete analyzed this as a mix case and then goes on to say quote this court should correct that error so judge prior did you this is a mix case but he thought it was a mixed case because there was a big fraud that was hidden in the law is pretty clear that that's not the rely on plaintiffs in cases involving misstatements because every case would become a huge case what's happened since you there's not been one case this point of can cite since it says the black in case the black you case the court relied on a and c which was the parts of this that don't deal with misstatements ever apply you as plaintiff would like to yeah we cite gazes from all the circuit courts as well as district courts in this circuit or courts of applied relies upon blackie and blinder those are two cases that are bugs me blacky that's a forty five year old case it was the precursor to basic and the supreme court including justice ginsburg just as white as all viewed it as as you know that is a precursor to the fall of the that any one of the investment advisor and reviewed the offering memorandum before the purchase of the securities the only evidence that was in the record was literally a bound version of the offering memorandum that was provided after the our friend was done a court should reverse and it's for the three great on who wanted to let it number one be narrow you presumption doesn't apply to a mixed case c binder this court's decision number two there's no do sherry or similar duty plaintiff conceded that's what judge bryer found here and you need that that's what happened in you case and the rd reason for reversal is because there is no evidence whatsoever that  and your honor that other side is literally advocating a position on the th circuit contrary to multiple circuits on a clear area of federal securities laws thank you very much thank you the nights are going to part never want to be different than