arbitration of counts two through five of plaintiff's complaint and the second whether or not the trial court erred in denying our motion to stay proceedings pending arbitration of those counts because the court here did not conduct an evidentiary hearing the standard of transactions on are subject to the rules of the exchange as well as contract law that governs the ownership interest in the trading rights on the exchange there are two there are four counts here that we maintain our subject  arbitration counts two through five count two relates to breach of the services agreement which are correct as breach of a contract claim under goldman d mullins breach of contract claims were found to be subject to rule six hundred which is the chicago board of trade rules six hundred which mandates arbitration of certain exchange related disputes they found that the breach of contract claim there was subject to rule six hundred because and fell under its skull here the breach of contract claims count two breach of the services agreements does relate to transactions on the exchange plaintiff alleges that the service agreement governs his propriety his management oversight and other proprietary trading activity that he conducted for the prop trading firm defendant pending theory of proprietary trading moreover he says that the service agreement governs his payment for those activities which is an eighty twenty split of profits that split is itself subject to the rules of the exchange what splits can be entered into between member firms and their employees or members is governed by fee policy bulletins which under the chicago board of one of the reasons listed for denying our motion to compel arbitration look to section point ten point four of the operating agreement which is a venue provision whether or not the inclusion of the venue provision in an agreement trumps an arbitration agreement it was dealt with by this court in the case of belgium and the status that court found that it did not and they did so based on the following reasons they noted the presumption in favor of the policy i should say favoring arbitration which is the case here in illinois there is a clear and well articulated policy favoring arbitration of disputes they also noted that there was no it's lissett weaver of arbitration in the venue provision at issue in the status matter here too there was no explicit waiver of arbitration inception ten point four of the operating agreement illinois law requires an explicit waiver of arbitration we sigh case law to that effect it also which we had cited in our emergency motion to stay clearly states that illinois disfavors they actually use the word disfavors waiver of arbitration and given the policy in illinois favoring arbitration just as under federal law which was that is she on staff this the result here should be the exact same as that in status which is that the venue provision does not trump the agreement to arbitrate pleated does maintain that there was not an agreement to arbitrate in the first instance we disagree with that obviously we have rule six hundred which mandates the it's arbitration of certain exchange related disputes between members in arguing that there was no agreement under rule six hundred plaintiff maintains two things he says that defendant h c prop trading was not a member for or that there is not evidence in the record from which we can conclude that h c pratt trading was a member firm of the chicago board of trade the it is incorrect under the operating agreement that he attaches to his complaint exhibit a there are two notes that defendant joseph nichols for all contributed to having carried proprietary trading as his capital his trading rights on the exchange and shares of firm he then in turn argues that he is not himself a member of the board of trade and that imette and being a member of a member firm does not subject you to the rules and regulations of the board of trade including rule six hundred that is also incorrect he himself alleges that he held a class b membership interest and handing in carry proprietary trading he obtained that interest pursuant to section two point six of the operating agreement that he attaches to his complaint as exhibit b section two point six makes clear that he put out two hundred he put up a capital contribution of two hundred fifty thousand dollars to obtain in exchange for member trading rights and privileges on the exchange to support his trading activity and acquire member trading rights and privileges on the exchange and other words he bought a share of the firm's membership trading rights and privileges he argues that they have relates only to member fee treatment in other words only the benefits under the rules that that is simply not the case you can't obtain the benefits which is special pricing better pricing preferential treatment in terms of access to certain amount of the some process with an hour of complying with the can come in it responsibilities and obligations he cannot have it both ways he bought the trading rights and he also at the same time incurred all obligations just the service is great service as agreement governs is his proprietary trading activity proprietary trading involves by definition transactions on the exchange every single trade made is a transaction on the exchange even if he wasn't even if he's saying that his claims relate to arise out of not the particular trades his management and operation governing those trades is itself subject to the rules of the exchange the rules of the exchange govern fee policies position limits position accountability of record keeping requirements threshold requirements the type of exchange is permitted as it relates to certain time commodities related permanence the timing dates trains can be placed identification i could go on and on and i'm not going to bother i have an entire list here of just the the rule the regulations that the management and operation trading activity is subject to and under will six hundred it's not just transactions on the exchange subject to arbitration it's those that relate to or arise out of transactions on or subject to the rules of the exchange transactions on or rising relates to or rising out of transaction than are subject to the rules of the exchange as well as rule six hundred b as it relates to claims three through five rule six hundred a two i should say i'm sorry i apologize categories one into overall six hundred a category two relates to ownership interests of or ownership interests in trading rights on the exchange as i touched upon when i was saying that mr gilmore clearly qualifies as a member of the exchange in a subject there are rules and regulations pursuant to section two point six he obtained trading rights in and around me exchange that puts him squarely within the parameters of number two of rule six hundred day and again because of that because that rule when he put up the contribution the amount of the contribution that has to be put out what he has to maintain to support his training activities that is in an of itself again subject to the rules of the exchange that means that the very contract the operating agreement itself is a contract subject the rules of the exchange when he entered into it that was a transaction subject to the rules of the exchange profits splits capital contributions amounts required to support trading activity all subject to the rules of the exchange two through five all of the allegations made clear that these cases these claims are exchange related disputes with the exchange nobody about the fees what is the exchange you know about the  should be applied will have a huge impact on what they do this big from what are we sure of in forward and it would seem to me that the amount of money involved is extremely low here such an incredible consequence of wasted on a group of people right but under both those cases you know if the board of trade has they are aware of the existence of this litigation and obviously this issue has been addressed in previous litigation as well been then the scope particularly of the question of what therefore was subject to the rules just as the member and the owners of the member firms in both of the government cases but also it is important to note that he is greed in writing when he obtained that membership interest to comply comply with all rules and regulations he said for the first time an appeal a rule which set for some categories defining what is or isn't a member that related to customer related disputes but even taking that for definitional purposes here that definition defines a member as number one it includes all people who are members almost nonsensically it takes that as a given and then it goes on to include a six category of people which is members include all those who have agreed in writing comply with rules and regulations of the exchange which he did here pursuant to section two point six of the operating agreement which is at issue and con's three through five of his complains so even under the rule he cites  is considered a member of the chicago board of trade and just to be clear you did the buy the certificate of being corporation of the chicago board of trade maintains that membership is nothing more than the representation of trading rights on the exchange and the utilization of exchange facilities it also the world book defines member as anyone who holds or own an interest in trading rights on the exchange which is exactly what he obtained here under section two point six three seconds  is written it's concerned with the subject matter of the dispute not the way the claim was written if anything so objective meaning not the way the claim was presented it's the subject matter that is important and here the subject matter involves over and over again transactions on are subject to the rules of the exchange ownership interest in trade or interest in trading rights on the exchange  rule six hundred except a very specific category of claims that fall within the descriptions given those are federal wage descriptor of federal employment and state employment discrimination claims and wage claims stay after tory employment discrimination claims and statutory wage claims that's it it did not accept all employment related contract disputes all employment related claims which by the way and i want to be careful here i don't mean to suggest that these claims are employment related one involves so many point in issues as it related to that but he himself alleges that that contract also involves proprietary trading activity which is what brings it within the scope of rule six hundred but they also involve ownership interests his they are claims based on his class b membership not his employment with the firm but the answer to the question is that those specific exceptions for those statutory claims for there underscore the points that is the subject matter of the claims an issue that determines whether or not those claims should be arbitra very quickly before i step down that we also believe that count one should be stayed pending arbitration of counts two through five because that claim is dependent on the same factual allegations it is interrelated with the other claims and on the way to claim your conceding that is not  we are not moving tarp straight that claim we believe that that is specifically exempted from all six hundred but we do think it should be stayed pending arbitration because some of the factual issues on which that claim are predicated already issue in the other claims as well so if it's  good morning may please the court i'm rich tom and i represent the plaintiff appellee christopher gilmore this case involves straightforward claims arising from an employment contract an l l c operating agreement neither of which include an arbitration clause it's going to that provision section ten point one four we disagree with the assertion that that's simply a venue provision if you look at that provision it is in dispute resolution clause it requires that any suit be determined by the state or federal court in cook county it does not merely state the venue shall lie in the state or federal court cook county i think that's important difference because you often often see in contrast a venue craws that says you're subject to venue in this this court which defendants in this case two of whom are directors of the c m e group which operates the board of trade seek arbitration of counts two through five of the complaint before a panel of c v t c b o t arbitrators because counts two through five do not involve c b s each transactions or any trading employment contract and second when mr gilmore was departed from the firm in two thousand and ten they refused to return a two hundred fifty thousand dollars capital contribution that he made for class b shares  now defendants seek to overturn judge duncan rice's ruling by claiming that the c b t c d o t arbitration rules require arbitration there are three principle reasons why rule six hundred does not apply in this case carry operating prima requires suit in cook county as to the first issue as judge duncan rice found that the claims do not fall with under rules within rule six hundred well six hundred is about resolving disputes surrounding trading activities through five or claims for arising from employment activities and an l l c operating room and they would apply regardless of whether mr gilmore was a member or employee of a trading firm or any other type of firm under rule six hundred there are three categories of claims that must be arbitrary the first is quote claims between members that relate to arise out of any transaction on or subject to the rules of the exchange and it's important to note here that contrary to what counsel said there is no indication in any in the record anywhere that mr gilmore was hired to engage in transactions on the chicago board of trade which is the exchange under this the c b o t rules struggle more as reflected in very clearly that requires or provides for him to make trades on the c b o t the claims are are very simple a simple in breach of an employment contract and the request for the return of his capital contribution those are the types of claims that can be made by any shareholder of any company in any field anywhere and they don't involve any specific c b o t transaction they don't require this the the court to have any expertise in trading activities they don't require the court to have any knowledge of  o t procedures or anything of the sort under the second rule of six hundred six hundred subsection to the next set of claims that are required to be arbitrated are quote claims between or among members relating to ownership of or interests and trading rights on the exchange likewise that section does not apply to mr gilmore saga more is not claiming any ownership of trading rights he's not claiming any interest in c b o t trading rights the only interest purchased was a membership interest in essentially shares in an l l c he did not purchase individually any trading rights on the c b o t all he was doing when he traded was trading underneath hadn't cared which has claimed it was a member of the c b o t but has not put forth any evidence in the record to support that sort assertion now the third set of claims that must be arbitrated under rule six hundred are quote claims between members relating to the enforceability of over that portion of the world now the second reason that mr gilmore's claims are not subject to arbitration is because the c b o t rules specifically state that they only cover claims between members mr gilmore submitted an unrefuted affidavit in the trial court testing that he was never c b o t member while the defendants counter that by reason of the fact that he held an interest in and carry l l c which they claim without evidence was a member of the l l c that he somehow individually became a member of the c b o t there's no support anywhere in the record for that assertion there's no support in the c b o t rules for that assertion  even if any kerry was itself a member mr gilmore would not become an individual member of the c b o t merely by holding shares in a company that claims to be a member itself under the rule six zero one point eight of the c b o t rules there are six specific categories of individuals that are members and mr gilmore does not fall under any any of those six characters he was not a member and a clear or clearing member under six zero one gets back to actually want to earlier questions as well about whether he did in fact agree to comply with the c b o t rules if you look at section two point six which is of the operating room and that's the section they rely upon to argue that he was a greeing to comply with the c b o t rules it is very specific it sates that compliance with the c b o t rules is necessary if the member wants the member in the all c wants to receive quote member free treatment for certain traits in other words it require c b o t rules if the member wanted to have favorable the treatment under the c b o t rules does not require mr gilmore to comply with the c b o t rules for all purposes simply if you want to rece member fee treatment so while compliance with the c b o t rules was an option for mr gilmore it was not absolutely required by the l l c operating so that covers the second point about why this case is not subject to arbitration that mr gilmore was not a member of of the c b o t moving to the last reason we've addressed the dispute resolution clause that clause states quote any controversy or claim arising out of relating to this agreement its interpretation enforcement or breach and any matter relating to the business for which this limited liability company was formed shall be determined by the fate federal or state court in chicago cook county illinois based on the section person of mr gilmore she was signing an operating agreement could have never anticipated that he would be subject to employment based claims being arbitrated by a c e o t v now the defendants relied heavily on the mr gilmore did not agree to comply with c b o t rules other than if he wanted to receive member fee treatment and second this was not specifically a venue clause and so the way that the tell them in court harmonize those two provisions the venue clause and the arbitration rule was they said well you've got to go to arbitration and then if you want to enforce the arbitration the venue's the cook county in this case the dispute resolution class pacifically requires that the suit be determined circuit court it does not say that venue shall be appropriate in the circuit court it says that the case needs to be determined in the circuit court so that's an important distinction about the closet issue there and the closet issue in our case and short these are basic  he's never been on the trading floor correct yes and there's an affidavit in the record on that and then just curiosity when we get to what he gave two hundred fifty thousand for why did he give them to oath for the for the membership interested in the l l c so became a part owner of an l l c but yeah there's an affidavit in the record that says he was never employed on the trading floor and that is at a pitch to a one of the record so for all those reasons almost all the trees  salary or wages and the return of the contribution count two alleges the images arising from the improper charging of expenses to the plaintiff the damages are not therefore related to just his salary the expenses that they are able to to charge to the plaintiffs they being the defendants relate to his proprietary trading activity and they are governed expense allocations profit loss glitz and the like anything related is governed by exchange rules  again he has again raised the point that under section two point six of the agreements he agreed to comply with the rules only for purposes of receiving member free treatment that is belied by the very terms of section two point six which make clear that he agreed to comply with all rules and regulations and as i made the point initially just to reiterate he cannot obtain member rights benefits privilege privileges without a green without the c responsibilities and obligations he can't do it he can't do it under the rules you have to agree to comply with all the rules in order to receive those rights and privileges he says there is nothing in the record which ties this proprietary trick trading activity to the chicago board of trade that is incorrect and i know that the court has the record before it is for milieu with that but if i may we read from one point of section two point six of the operating agreement in cases where a class b member trades the company's proprietary count at the chicago board of trade and then it goes on to say that that member will put up the money the two hundred fifty thousand dollars in order to obtain the member firm's trading rights and specific members the treatment on that exchange he put up the money so that he could attain member fee treatment rights privileges obligations all of the like on the chicago board of trade thereby subjecting him to the rules of the chicago board of trade and should be clear we maintain that he is subject to the rules and regulations of the chicago board of trade by way of his membership interest in the defendant having to carry proprietary trading l c by way of this provision not is an individual member the affidavit submitted by gilmore in the to the trial court below was very carefully crafted to make clear that he is not an individual member of the chicago board of trade we do not maintain he is we maintain that it does not matter it does not matter under the provisions of the agreement where he nonetheless agreed to comply with all rules and regulations and under the definitions of the chicago board of trade rules and the certificate of incorporation which makes clear that anyone who holds her own as an interest in the exchange or enjoys trading rights or utilizes the facilities of the chicago board of trade is a member last point that i just want to make in response to your question where you asked me to respond  three sentences why a breach of contract claims to go to arbitration i have a one sentence answer for you because they agreed to send its arbitration with that i will leave it i would respectfully request that the court reversed the trial