w m r sole owner william randall to its board of directors and two and a half weeks later that treasury with randall on its board sued wells fargo claiming that wells fargo's settlement services had caused the the point of difficulty for me at least and in the syllogism that you laid out with respect to the incumbrance theory is the point at which you go from a kind of property theory for lack of a better term i feel like i'm back in first year law school between last case and this one we're talking the contract basic contract and property principle but your theory really seems predicated on a property notion that is to say the encumbrances on the property run with the property transferred so that that license is binding on any person who purchases the the patent so far so good problem is how about other agreements that may not be characterized as property type and converts is rather a simple contractual undertakings it's not so clear that everything that the two parties to the i don't see a lot of support for that proposition a law and fact at one point in your brief you suggest there may not be any cases on that but you but you assert that that really ought to be the principle that ought to apply and i i was unable to find this agreement as a whole well they can't really you can't really be saying that it applies to any contractual undertaking that is found in the car in the four corners of the license agreement are you we suppose that we can get silly suppose that one of the undertakings was that the patent would wash the car the license fee what once a week commit that wouldn't carry over to anybody that was a transfer consequences of the prior acts the previous license holder i believe it was the keystone case of the second circuit where the judge in one nine hundred twenty one in a small sense passed and the textbooks that which the washing the car would fall within that ambit i am not so sure but certainly the waiver of rights under a license period whether they be away for the right to sue the allowance the practice or the waiver of the right to trial by jury surely travels we're the pap but wouldn't even under the basic law assign a client but but here's here's and i'm having a similar problem perhaps you can help me if you were faced with a lawsuit on the double zero seven patent i doubt we would be here if we get the license agreement runs with the double seven patent but with the patents and souter three other patterns and what i'm trying to figure out is whether you have to find that those three other patents are related to the government seven patent or whether you can rely on the next settlement services provision the licenses is a way of getting where you want to go if you understand my question other words the because to me that the analyses are different but that the only the only in this implicated in this litigation comprised happens other than or even intimated at the licensing it happens other than the double of said pat i believe the district court's opinion in that bar is comprehensive and well reasoned the context of the circumstances at the time tell us that this patent license agreement was intended only to apply to the devil so that will let's let's look at the covenant not to sue because as i understand appellant's argument here it is that there are two different sources of scope for this license agreement one of which is the reference to the devil of seven and disclosures a applications and so forth and i understand that argument and the other is to come not to sue which of course was was not featured very much in the trial court proceedings but has assumed a larger role here  and why isn't it the case that the coming out not to sue does not have a greater brett then the simple double o seven license there are a number of sharper and more definitive answer as to why the covenant not to sue does not apply to the patents and sue here there are several in my opinion are the lynch into this court's decision will lie with the question of whether or not the treasury vessel is all i'm concerned right now just with the scope of this let's set aside the downstream events but just taking this contract on  face does this contract grampa license with respect to something other then and more greater then double zero seven and if not by virtue of the covenant not to sue and if not why not the most do grants with respect to freedom from suit as to other pacts not named in that particular patent license agreement is a freedom from suit to practice net settlement activities which is specifically sued for any type of activities performed or utilizing conjunction with the licensed software we're turning back to this this the next step downstream from that your are which is the successorship question they're c been sued for the duck under the double seven pack core activities soon that they had conduct that infringe the double of said pat because wells car never engaged in license activity under the patent license agreement which is what would have but even if the company not to say you were not expressly limited to actions taken in conjunction with the licensed software the code not to sue could not be inflicted upon the question of if prices through which is at least with respect to the licenses right now the that might rise with the pap yes but i can't i can't say is there is no precedent to tell us with respect to other incidents of patent license agreement whether or not that will smart move through the use of this standing in the shoes dr wishes for the court to grant more rights then it was entitle to do under the patent license agreement in fact the patent license agreement specifically dictated the parties to that license agreement specifically dictated when and whether certain of the terms or any of the terms were passed on to strain parties who might take their interests  success or ship the minnesota people first of all the lynchpin to the successorship wished question lies in minnesota case law because the parties also contracted in the patent license agreement to have another but via transfer does not acquire the debts and liabilities of the transfer selling corporation unless one of four exceptions is present none of those exceptions were alleged by wells parliaments certainly were not precepts of contract law in this patent license agreement the parties at times used the term assignment or assignee they separately use the term success or to describe different circumstances in different entities it out of the idea that a success or corporation use one that takes in the meaning of this particular contract patent license agreement is one that takes an asset from one corporation while the other person continues to exist continues to operate continues to carry our business is contradictory to every case discussing the concept of successorship in the corporate context because whether we're looking at black's law dictionary whether we're looking at district court opinions interpret in the term success or or whether we're looking at the concept of successorship under minnesota state all they all have one common thread and that is that a successful corporation is one that becomes merged with amalgamate consolidated with an earlier corporation the other corporation no longer exists that's what the black dictionary definitions as earlier corporations at the end of the definition will sparkle in fact early on in this case laid out the road map for the district  excessive corporation when they explain that the will start to defend it's now bar the cane the successor was to wells fargo services company the original contracting party by having merged with and become consolidated with wells fargo services company but when it comes to data treasury wells fargo wants a different definition or different standard to the question successorship and that's why they have this contract has a lot of different features to it and the argument has been in a sense a lot of moving parts but when we go back to a question we were discussing earlier and make sure i understand your position and the authority that you you would would point us to for this position if i understand your position correctly you would say in the following situation you licensed a patent let's say did the double zero seven  you agree in the license agreement that any dispute over the scope of the agreement or any other subject that comes up the dispute between the parties will be arbitrated those are the only two provisions of the agreement except that the double o seven patent is defined as the double of seven and related patents that's all right so you transfer the patent to a third party unrelated let's say what happens in the third party then sues on a patent other than the double o seven patent but one which is arguably related your argument is that the if i understand is that the arbitration clause that the license passes with the the license whatever rights to the license do pass but the arbitration clause does not correct i believe that is correct all right now what's ok i mean you were going to say but but it is but the court  recess holding in order to result well i understand but as that may be among the various choices of ways to try to resolve the case that one is one which at least deserves consideration and i'd like to out exactly where the parties are on that what's your best authority for the proposition that in that setting the arbitration clause does not pass but the license does i think the best support for that argument in the  context of this case is the case law on the supreme court on down pertaining to arbitration agreements and their application to non signatory parties that were not part of the original bring that case law while it's been extended in some circuits to permit non signatory to be sort of drafted into the arbitration agreements and outer fringe this patient resided outer fringes and that is where you have a non signatory to the original contract attempting to compel another non signatory to the to the original contract into arbitration that is certainly the furthermost reaches the we can imagine license i mean if for example the license were a promise not to sue suppose it were a promise not to sue in the eastern district of texas in that would be essentially a waiver of the venue provision doesn't sound very much like a license but it would be incorporated within the license presumably would carry with the license correct right so he's saying well the arbitration is just another way of characterizing the way you're going to go about resolving your dispute and therefore it runs with the license and my question to you is why not and what's it again i don't think just the supreme court's discussion of the the pure  the limitations on the license if we would it seems to me there's a difference between what you're doing here if you're suing on other patents and in if you were soon on the double of seven patent which is specifically called out in that agreement and your response as well was between different parties and they never agreed to arbitrate anything and that hasn't played into place as it comes into play in the successorship your honor but it also comes into play in that arbitration is a pure creation of contract and the i'm very sorry what i'm trying to create is let's say the situation here where the we the subsequent owners of the patents are different that's the hypothetical i'm trying to to to articulate so that your client holds the double of seven patent and some other corporation case is a case where the exceptions of the fifth circuit where actually are and rather than trying to fit as mr describes a square peg into a round hole the time ford said simply the general principles of contract law governing the assignment of claims subjects the hassanein of the claims to the defense of arbiter ability every bit as much as the yes and or the other case i would want the court to use th formation case at case where an assignment anti assignment meantime transferred clause not the one here which permits limited assignments and transferred successorship it actually prohibited the