agreements got all kind of locking clauses in is very intentional it's not accidental i mean it's there so we don't just start from you know nothing we start with the agreement arbitration is big neon sign up front in the agreements part and parcel and so on and so forth so you client agree to that in the agreement and so on and so putting aside the the cause of action but you know thinks like he wants to distance himself and just says i'm in houston i'm coming in houston disregard all of it so what do we do with the notion of making the parties what they're agreed to with him and to are not so you so you go arbitration is this agreement including any breach invalidity or interpretation of this agreement any non contractual obligations arising out of connection with this agreement so we finally adjudicated by arbitration under the one in court of international arbitration that's the st clause section t there is also a clause section fourteen that also states each party revoke league reis that the courts of england and wales shall have exclusive yours to dispute or claim arising out of or in connection with this agreement or its subject matter formation including  this extremely broad language that's correct your honor however the the the contract itself does not form the basis of the dispute other something in the contract that a dissipated mr and mr horn would be would be stealing they were to assess what happened determine what was going on they filed suit against mr horne who would immediately resigned after after the data breach occurred so as far as the as far as the contract itself it certainly explains the history of the  whether i guess my point i guess the question i have is i'm very skeptical that this is not covered by the arbitration and cream and but more more interesting to me is did that did the judge or did the judge effectively rule that they had that the agreement he certainly ruled that the agreements and for some all did he go the extra step in saying that it was not  for us to decide arbitration and only say you don't we can we can construe the arbitration agreement without resolving where whether mr horn's properly horne also did meet with intact in texas he was personally in texas on the remaining issues that we have not mentioned so far  case have argued that the sole basis the sole basis that opponents argue that the agreement is not valid is because they contend that section twelve a the arbitration provision conflicts of section fourteen the of the choice of law jurisdiction in venue provision the nd issue i'd like to discuss today with you but with the court is the scope and that is whether or not in texas disputes fall in the scope of the arbitration provision so you're not contesting now that your client is subject to the jurisdiction of the federal court no that is our position your honor that just personally your station hasn't been satisfied because the cont texas we don't know where the servers are located other than the fin tech has made the statement that there is somewhere in the united states but it was you know what if my pearls are in a safety deposit box in new york city but i live in houston and you s you know they're my pearls and you get into it and steal them that's still directed at me in the victim not the pearls i i agree with you that the harm is directed at you in that jurisdiction in nevada but on appeal the courts reversed that decision and said that there wasn't any evidence that the defendant knew that the harm would be there and so that's why the court determined that there wasn't personal jurisdiction you knew they knew the server with he knew or knew the server somewhere in the united states there's no evidence or that those contacts are alleged those are not sufficient under the personal jurisdiction analysis because those claims in and of themselves do not give rise to the t computer fraud and abuse act in the defense there were all of that inquiry is the actual accessing of the server and that was not done in texas and there's no issue there's not even allegation that that was done in texas the employee that where was this or where the evidence where the server the only evidence in the record is that it was somewhere in the united states so that why doesn't the rule kill procedure behind the log in never it's claimed where never stated the server is in this state if there would have been an allegation that the server was in the state in there are credible facts to support a horn hacking into that server jurisdiction horn did not purposely direct any activities to texas because the server was not located in texas as it relates support to the opponent has an obligation to say that there are no that no state this in the united states could assert jurisdiction they could have satisfied that burden by simply telling us the server is located in whatever state it was but instead they and you would say well he didn't know where the server was so was so your own argument seems to me stinks if you insist that he had to know where the server was to get specific jurisdiction in any state and you say he doesn't know where it was that means you can get specific jurisdiction over him in any state if there's evidence so ever was the united states you can get your six and to me seems to be under for right let me let me clarify that it's not our position is not that because he didn't know where the server was there isn't jurisdiction our position is that if it would have been i the fact that he didn't know isn't what's relevant it's to he does not say you're meeting yourself coming you're saying you cannot get jurisdiction over him in any state because regardless of where the server was located he didn't know where he was trying to hack in and i'm sorry let me clarify my position my position is if stern was in evidence or on the record that he hacked into a server in a particular state that would be sufficient to get personal  that state but we don't have that evidence in the record because that did not identify what what state you're saying your client didn't know where the server was so he couldn't no matter where the server was he could never of had a specific intent to hack into the server in any specific state therefore there's no specific jurisdiction in any one state that's your argument if that's your act and i apologize if i've not been clear but that's not my argument my argument has a i don't know the answer to that in the op but the only reason i don't know the answer to that is because the internet has not you know what the intent of your client was to hack me what's the allegation was he hacked the computer you're saying but he didn't know where it was unequivocally you're right and i don't know where it is but that reason why i don't think you're saying the client didn't know where it was so it doesn't matter where it was because or your theory he could never have intent to hack into any  therefore there is no specific jurisdiction over him in any particular stack the case law that i'm done i will lie down in my briefs says that if it were garments of whether or not someone knew where the server was located is a defendant have to see into the server and access as information but it's not authorized to that where that happened the court the court has personal jurisdiction i thought you said matter what your client's knowledge was when i'm talking about with where their knowledge is i'm talking about the specific contents as it relates to e mails and phone you know the fact that they may have specific jurisdiction in stay with the servers located shouldn't in my view generally stands for is the proposition that to the extent that two provisions conflicts it's the court's job to reconcile them so long as both provisions have some meaning we can reconcile section that english ah will govern the parties agreement the subject matter of the agreement in the formulation of the agreement it also provides that disputes arising out of or relating to agreement of subject matter or formation will be resolved in the method for resolving the disputes in the court disagrees with that purpose with that harmonization the remedy is not to strike both provisions the court's job is to ascertain the party's intent it's not it's clear that the party's intent wasn't that neither twelve or fourteen would apply and if you look at the case law that we cited for that proposition for example  your music contract should apply in the court said look if we can't harmonize these two provisions we're going to have to enforce one of them in that case same force to to your provision with regard to so when you get to the scope issue once you determine that the parties the agreement itself is valid if that determination is made actually don't get to scope because the parties delegated that issue to the courts of england and just recently that a holding was just recently struck down by the us supreme court and in there to him a shine matter if there is a if the court has delegated the issue of arbitration are i'm sorry if the parties have delegated the issue of arbitration the scope of arbitrator of the arbitration provisions the arbitration to her vision is not just claims that arise out of or relate to the agreement if there's four different parts of that yes it is claims that arise out of or related to the arbitration agreement or the agreement but it is also not i'm contractual obligations related to the agreement of mr horn's role as the president i'm sorry the c e o of the company in his statutory cause of action that have been asserted so that makes the four case different and certainly related to mr hines and non contractual obligations as it relates to trade secret protections and its related in the dispute is also related to mr horn's duties in or sponsibility is as the c e o he would never have had the ability to get the password for the server as they if not for the fact that he was the c e o of the company so because of all these issues and because of all these facts the dispute that has been brought before us is certainly within the court disagrees with that though so the part of this dispute is within the scope of the parties agreement i'm briefly in the last minute that i have i wanted to address to process the united states supreme court the general you know words a party should be given notice for the reasons right sure i understand that position but we've got cases where we've sent him back because no notice was given and so forth your notice those cases right o relevant in the improper venue motion to dismiss are relevant here and that's exactly what we have in this just it wouldn't make a difference because the parties brief all the issues related to whether the arbitration agreement is enforceable and as i heard a opponents counsel saved in front of you two minutes ago that the private interest factors did weigh in favor of dismissed that wasn't their basis for appeal it was just a fact that they had argued about the part of the public i'm sorry i think i said that backwards the public interest factors did weigh in favor of dismissing the case it was just the fact that he hadn't brought that they'd had the chance argued that the private practice that we never get to that because the form selection of close the arbitration  but it is not arbitrarily if it is completely independent of the contract and could be maintained without reference to a contract in this case situation we have is warm appropriate to trade secrets from ten tech servers that was not anticipated by the contract certainly a contract there that existed but that was not a it did not spring from the contract but the agreement assumes that a lot of things may not be anticipated this was written in broad language all disputes you know encompassing language but you seem to know or you because this is something that's not expressly mention in ear ergo it couldn't be included but is relationship here is c e o and so who would you say that's so distance tekken this case we're talking about going to england to arbitrate claims under united states statutes or else talking about arbitrary claim for theft of trade secrets from an american company with servers based here in the united states  areas you know the u k as the source houston was in the default position the fallback position if these other provisions are struck deemed invalid it said or i mean it says b fall back provisions if overtrading clause is invalidated then you get to twelve d where we even get down to and then it says you know the parties agree not to object to adjudication houston on grounds of for non foreigners the responsible party and the witnesses relating to that are in the united states and many of centex witnesses and the damages are in the united states as far as the public interest factors again i believe those way also in favor of maintaining the