particular what those duties are when they have an attorney thin you know letter in their possession in this case what the court needs to keep in mind i think is that we have essentially  here who basically i believe should be viewed under the law as a single entity what you have is the corporation which was ticketmaster what you have is their transfer agent which by law stands in your shoes that that doesn't trigger the duty and that it even though from from the cosmic perspective you're taking looking down on this transaction sure you can even just say  way you do things well your honor the that's the way chase mellon that i mean if you look at the way chase mellon his system their system didn't include certificate numbers in fact we presented evidence to the district court that most of the court that it clearly wasn't eligible the next question is whether or not this request violated restriction and also whether it was in fact rifle and this is where you get into a very significant issue in this case and that is are you using an objective standard horse jack to standard if you're if you if what you're faced with here is a transfer agent that has in its possession information that should at least allow it to call  whether the transfer is in fact rightful and whether or not the proposed transfer violates a restriction which you don't get there unless you get past the district courts  shares represented by a certificate with a different number and a different issue day that's the quintessential finding the rest of the stuff the rest of the findings are totally immaterial if that was correct  think that whining is a clean fine and it is not infected by reasonableness which has to do with whether the transfer was rightful or not and we don't get eligibility under the statute goes to whether or not a person has the ability to take possession either and in this context there are different components of the statute a legally binding document with a transfer title to them whether or not it was restricted or not that's the second theory is that the next issue that you deal with point is that the transfer itself the request for a transfer there was no sale involved yet and so then you get to the question of whether or not this request to have the shares unrestricted was in fact rightful and violated important to take a view of this picture because that's what the statute talks about you have to be was clearly eligible for this transfer they had a formal sign else under these circumstances it never came to the attention of anyone and chase me on any had it come to their attention your honor it would have come to the attention in the context that i've described and slid javert looking at her still couldn't have done it because you can look until the cows come home and you don't find the certificate number rightful transfer this being requested there was no crime here there was nothing wrong about this transfer the only issue is the restrictions and what is the standard that you look at there well there's a case out there american that security is like yes thirteen shares here she's looking at opinion letter and she's looking to see if they match they match yes there is a twenty eight twenty six difference but it's a difference that doesn't matter for her purposes and it doesn't matter in terms of the bigger picture your honor which is what i think the statute requires that's the kind of analysis that is needed here and it's actually talks about whether or not the transfer is in fact rifled whether or not price so he was he was and the record does show he was encouraging he was sending e mails he was writing letters to you andy saying what's going on but what's the status and you and the intern was trying to communicate with itself violated if our requirements which was that they should have been told when they requested information about their transfer request they should have been told that there was a problem here and there they were told that they were l it's not a complicated process statute what went in was a certificate of security that had a restrictive legend that said they either had to be registered or you had to have an opinion letter from counsel period the basis of the restriction the certificate precluded transfer so what was necessary was for human being and remember we've heard it's not mr dixon alone in this world it is you can be the plan administrator one of the largest an administ process not the transfer process and of course what adds to the confusion in all of this is that we have shares that need to be tendered and exchanged for ticketmaster online citysearch shares what's the changing aren't available to be sold on the open market they just have cities or chairs what chase mellon was required to do in the corporate documents required was that the materials the shares be tendered and exchanged the exchange process relies upon the information provided by the company again here wilson sonsini what was provided to the trial court was a spreadsheet in from that spreadsheet is the the spreadsheet that came originally had the certificate numbers and any of that none of it really matters because what they submitted did not permit them to have the restriction removed and for that reason there would be no duty on the transfer agent to context said that he was and that the court that offered the opinion was not going to put a requirement that you have an opinion letter counsel for her to have restriction removed but in that happened was the legend on the restriction didn't require a legal opinion and the parties had argued that illegal canyon was required and in that context the panting court said no i'm not going to put that in there because it just doesn't exist and it's not a restriction so we would say that that doesn't have a lot of bearing here where our restriction in fact required we would also like to call attention to i don't believe we started it and i apologize cited but apparently we didn't pull that one out directly which says under the exact same provision of the u c c the failure to provide the opinion letter or counsel when the restriction requires that renders the transfer not rightful and thus there is no liability to the transfer agent essentially what judge cooper did here was he followed established law that looks to the u c c did not and graft a reasonable provision to it and in fact through these authorities that we started to where it can learn or the court will also find a variety of other authorities sided which basically say look we're dealing with restricted securities we have the security of the federal securities act it cannot be that there is a state law that would require a transfer agent to violate federal law thus if the restriction is not met you cannot require the transfer agent to do something that what it thinks reasonable things might be in violation of federal law and that is where the reasonableness of the wit was concerned about potential statutory liability for failing to honor the restrictive legend but the court is essentially finding is that consistent with the other authorities it was reasonable for chase not to have not registered the transfer does the court have any to the transfer agent does not have liability and in fact given the fact that to this day there is no opinion letter that says the restrictions could have been lifted from certificate in case it's just not out there opinion letter that's acceptable to the issuer well when wilkinson see itself we gave them an opinion letter that applies to the shares that should be sufficient to be acceptable to the issuer the fact that the  sitting there and it's a red herring that they didn't look at because neither had a duty to transfer or they did anything screwed up in every possible respect along the way you may have a claim for n this group of entities and under the statute the issuer is the same as the transfer agent the issuer had been told by its own attorney that these particular shares could be transferred that the restrictions no longer appl