is there seems to be some confusion about what it is that we've pled in our complaint but title of it says erickson's breach of statutory duty to pay united in that complaint we specifically identified the fact that there was a factoring agreement that there was an underlying relationship between the buyer in the seller in this case prithee solutions inc and and  and then we indicated that there was a notice of assignment by the time that this complaint had been funneled we were aware that the garnishment proceeding at taking place and we indicated that the breach that occurred here in accordance with paragraph twelve our complaint is that there were twenty two well yes it is except that in the washington case as we noted in our response we feel that that case was decided well it does it does however this court needs to make a determination whether it's a political to the circumstances of this case and in the washington case there was inconsistency between the notice of assignment and the conduct between the parties your honor may recall the facts that case indicated that notwithstanding the face of the notice of assignment the parties had limited certain of the invoices that were being assigned and certain of the invoices that were not as a result of removal of a stamp we don't have that situation here doesn't the rule that emerges from that case is that reasonably in order to reasonably identify the accounts you have to list them isn't that the rule that is the rule that case and why wouldn't that if the if the notice he simply said all what would that apply well two things and good i suppose predict that the washington supreme court would do something other than that but that's the best guidance we have that that's true except that the uniform commercial code has been crafted and specifically provides in article one that the courts are supposed to take into consideration interpretations that are being provided throughout the country and that uniformity concept is important critical because the uniform commercial code is designed to enable people throughout the country to operate so that they have predictability i think your honor can evaluate that and i do have if i may have one other point to address and the second issue that i'd like to dress in connection with that case the facts of this case were that at least for summary judgment purposes this wasn't a trial there's ample evidence in this record by the declarations that were filed that the notice of assignment was delivered in april of two thousand and thirteen eriksson paid appreciate and in addition in explanation in response to your honor's direct question we never had any suggestion by erickson for that entire period that there was a problem so the facts of this case are that a party that gets a notice and ignores it questions whether it was legitimate the questions in this case are may a party receive a notice honor it pay it for some thirteen or fourteen months if the facts are allowed to be in dispute for purposes of summary judgment and then after that entire period of time without ever operating under subsection c requesting some explanation as to whether or not there really was an underlying assignment and then for the first time raise the argument only after they violated every rule that was required of them in the garnishment proceeding to protect themselves and then claim that the notice was ineffective on of the facts of this  sorry your honor you were asking me questions right i had a question i guess i'm just tried for why did the district court clerk court look at the twenty two accounts of jewels that previously sent united rather than the factoring and security agreement it was a surprise to us and that ruling came out we thought we communicated as best we could to the trial court that the security agreement that gives rise to the interest in the accounts was a factor in the green light that was entered into back in issue of whether united possesses a valid security interest in the erikson accounts which we believe the court has one of two ways to go we believe that the court could conclude that the factor in the agreement which gave us the right the security interest which the case say is the equivalent of an assignment to the right to receive payment that was accomplished in two thousand and ten we believe that as a matter of law we established attachment we gave value the debtor had rights in the collateral and arlene attached we perfected although perfection is not necessarily critical under the circumstances this case we did nonetheless by filing the u c c financing statement as of two thousand and ten we didn't have to do anything else and every employee in the company that we were doing business with could have left the company and gone to hawaii as far as we were concerned it would not have made a difference arleen was affective and every single account that that corporation created was an account that we had a security interest in and we were entitled to receive payment on didn't that is what confused me as to why the listing requirements on whether it makes any difference at all since you had the know what you know but let me explain why that's done ok we get a security ticket i'd like to reserve a few minutes at the end people are going to thank you so number one some factors do business under what's called not a notification or banks where they don't require the account that has to pay over the money to them but they'll allow the debtor to collect them and meaning they deliver the invoices to the factor and ask for an advance sometimes the advances eighty percent sometimes it's eighty five sometimes it's ninety when if the invoice is a thousand dollars and ninety percent is advanced nine hundred dollars is given immediately when the customer pays the thousand dollars that the amount that was advanced is returned to the factor and then the fees are assessed on the difference goes to the client in this case the factoring client had the right not to sell us every account it didn't mean we didn't have a security interest in the account and it didn't mean that we were the ones entitle to get paid however if we didn't buy them there would have been a much larger value to the factoring client when those monies came in they would have been distributed through what's called the rebate or amended the scope of the assignment i think that the request we would like the court to make the request that we would like to make and ask the court to accommodate us on is as follows if this panel believes that based on this record we met all of the prime official requirements that were required of us this court we would think would reverse the trial court's decision and with instructions to the trial court to enter summary judgment in favor of united capital we believe we did we believe that we believe that the following occurred for some thirteen and do it in the face of  northwestern less or less we defined it we don't agree with it or that you have a defense to that a commercial promise defense unless you if you conclude that the facts of this case don't warrant the application of that case we would be entitled to the relief i just noted if your honor did not if your if this panel did not conclude that and felt that there was more required of us at the trial court level then yes we would have to have that remanded to explore at that point and i want to also note for the court in our motion for summary judgment that was filed and that was and identified on page five thirty seven of that motion i think it's important for the court to no as i just was indicated at the brute beginning of my argument our complaint did not say we're seeking the private right of action under nine four six we never said that we said that the that erikson breached its statutory duty the statutory duty we identified in our that that united is entitled to receive payment under texas business and commercial code nine six zero seven a one in a three those were that as indicated in in the appendix i know your court your honors are very familiar with it we specifically identified in our motion that we were lying on the very collection statute that eriksson has suggested that we are entitled to rely on we don't believe that the force capital decision as late as it was raised even any portion of the trial judge's order which granted summary judgment for two limited reasons number one that the c e o issued a letter of resignation as to that position in the in office not suggesting that she wasn't still associated with the company and we since learned that obviously after we were defending the counterclaim and we served a subpoena on the bank we fortuitously learned that she was still doing business on behalf of the company with the bank we argued that that was a reasonable inference that could be drawn in the trial court judge didn't agree with us so it the position we're taking is that the judge's ruling was that the c e o resigned that should be no justification she then he then went on to say that because of the garnishment quote immunity we lose those are the only two bases for the court's decision neither of those are supportable i suggest that erickson understands that because they don't try to support him and they don't contest in any way shape if they come up with nine fo this argument but they had the opportunity to decide what that meant and they had that opportunity when they filed their motion for summary judgment and never once did they raise the forced capital argument so yes it was that was permissible if they would have used it you and i just you of course choice of law do you care whether it is texas or washington i do i'd love not to have washington apply why wouldn't it apply here well we think we think that the reason why it wouldn't apply is this case doesn't hinge on the garnishment proceeding that's occurring here that's i'm sorry that's occurring here the yeah yeah it doesn't it doesn't hinge on that the government proceedings not pertinent to us you know uniform commercial code says that the account debtor is obligated to pay the ass an e upon receiving notice and if they don't they don't get discharged at the factory an  agreement provides for florida law to apply yes it does but assuming for the moment that the law and this is a tough way to get texas we've been we've been there in a number of other cases a few of them of already been identified that we've been handling which is the auckland case but so this is what we've got we've got a choice of law that selected between the factoring company and its client which is florida and then the question is do we have the right to impose florida law on a third party account debtor who operates in texas i don't think we are entitled to do that would i like to do that every single time but i don't believe we're entitled to do that they weren't a part of the contract they didn't go sheet it they had no knowledge of it but what they did have was express agreement between themselves and our factory client that says texas law applied and we've identified in our brief the five or six reasons why we believe that washington shouldn't be even applicable yes we lost the motion to transfer at the district court level in florida but that was because the judge believed that there was some issue about whether the parties in this case were factors or not factors interestingly enough the party that we entered into the contract with has never been suggested as a fact what yo is correct that the underlying district court decision was based on two of the grounds that erickson asserted down below in summary judgment judge who now or said that we were entitled to dismiss fourteen and the resignation letter by press the c e o c e o was prior to any of these invoices prior to prithee even even incurring the debt to united it was part it was it was part of the eighteen million dollar action by kike o against p pretty as the even as part of the factoring agreement between you c f arguably had some duties to inform you c f we don't know that they had an obligation to ferret out the fact that she had resigned these folks should have been on notice of her resignation this patch just something in part of a bigger action and so on if you want to rely upon her not having any duties once abilities why wouldn't you just notice all the people that would be affected by this is a this woman is no longer whatever the title was she has no authority why did you do this well and we believe that because erickson by the time it f to inform that but the reality is if the court below indicated that they lose in part because she had no authority you can't have a both ways either they know they act in spite of that or they don't know and you can't blame them right well we're saying that the that you see you see f s relief should those assignments have been invalid was between you c f and pri in the summary degree that her signature made any difference well they're arguing that she may have had some other kind of authority but it's only an argument and they have no evidence that she has any other authority there they say well on our reconsider reconsideration motion to the district court we show that she was still listed on the bank account but her the only evidence we have is her  saying i've resigned to c e o followed by these dated assignments signed by her saying i am assigning this particular invoice under the schedule and  it is what it is but the reality is they had previous documents presumably that were signed by her that they relied upon well again we're looking at two different contractual relationships your honor i understand and i'm just i'm just dealing with  authority issue first i realize you've got different parties involved here but in terms of the agree they are being blamed for accepting the assignment from someone who they no longer had authority they have to know there's a pattern of conduct this is a business and as you well know in the commercial code you know the norms the practices of the business community are really really important and here you've got a situation where they were relying upon her before nobody told them and i'm simply saying that there remedy there is to go after prithee prissie was the one who apparently defrauded them prithee was the one who wasn't complying with their factoring going to united correct your honor you prithee as a vendor to a very large organization sends a slip there where it says here is our bank account information here's our routing information erikson when you pay your invoice put it to this bank account and that periodic lee changed over the course of the press the ericsson vendor relationship so we knew or one of our departments knew that it was going to a different account number that was not noticed that we were actually paying you see f the relevant notice for the for you see they said you see c section for a six argument is the twenty dated twenty ten letter that we supposedly got in two thousand and fourteen that says present and future accounts are signed nothing further and under northwest capitol of course that would be insufficient that's insufficient notice straight  statute so they can't have a section four zero six claim not only because of forced capital in the later cases interpreted for a six but because they didn't have effective for a six notice they didn't tell us which so if the factoring agreement is giving you c f a security interest in these future obligations of prithee not that haven't even haven't even risen to the level of a contract yet with her  judgment we argued for different rationales to judge who now or each of which independently could could justify dismissal judge who now are looked at two of them he said the assignments were invalid and also the garnishment immunity also argued that they didn't have we didn't use the words private right of action but the fourth argument was that you c f should have sued under u c c section six or seven or some kind of collections action instead of section zero six now at the time we were they have to say that well you see after you know i'm saying we argue that on summary judgment the forest capital decision had not yet been been entered it was a year later but in twenty fifteen i argued on page e r twenty five through twenty seven in my summary judgment motion i said yes c f security interest in all of these accounts is not enforceable here quote you c f must seek to foreclose on that security interest rather than simply asserting a claim against third party erickson and quote i cited section six zero seven again for capital wasn't yet decided at the time of the summary judgment briefing it was at the time of the appellate briefing but now we have you see f saying in its appellate briefing well i never never raise that argument that it doesn't have a private right of action i did and some of the rationale has been well explained by the forced capital court the fourth circuit as well as two of the district courts the a are a case in the district of minnesota and the the four and and the first durham case in one of the florida districts so we have three district court cases that the two parties since you this week supplemental authorities that are the only ones discussing forced capital as the a r e court said you know there was nothing there was no court who said anything about whether for a six has a private right of action before forest capital well i at least argued it on summary judgment judge who now or didn't accept that argument but as this panel knows this favorite i do think that this washington law applies under the northwest case it is explicit that this particularly notice where which said only that  the argument is there is one to address that that in the northwest case there was a need to separate out the ones with a sticker in the ones without the sticker so that those are the facts of this case  that work into this case because in the factoring agreement here same as in most factoring agreements and same as in the northwest case while you c f was granted a security interest in the future things that prithvi could ever do basically in twenty ten they got that security interest but as of but in that that factoring agreement they only got the right to review future invoices and whether or not to purchase them those are the schedules of accounts and so the assignments don't actually happen in till after well after the factoring agreement so when in northwest when they're saying well look the notice to the account better eriksson has to be specific you have to list what are the amounts it's because in the factoring agreement potentially anything prithee does could be has some affirmative duty to question hey you know that notice i don't think is effective they don't have that duty itself in forcing if the if the fact or the assigne eat doesn't have an effective notice then they don't have an effective notice under four zero six and they don't have any rights that might flow from four zero six there's no private right of action but they also can't step into the shoes of pretty under  six or seven for instance so here it's not that erickson had to speak up and say boy that form letter which has a year you know what date four years ago is vague we don't understand what it means and if they don't say so they waive that argument northwest capitol says differently and so does for a six you have to have the effect of notice and erickson has a right to keep paying the assign or proceed in till it gets that effective notice which it never did so erickson followed for zero six and then at the time it got the garnishment order from the court instead of paying directly to pretty then it paid the james in the coons that was filed in support of the motion for summary judgment at page thirty three thirteen there was an communication by prithee indicating that they were supposed to change the account from their name to the first tennessee bank united capital corp you were told they didn't know of us until year after the fact their e t f their own e f t authorization form their own e f t authorization form which is of a fix to mr combs that declaration states that all payments will now be made to united capital funding corp at the bank account and then at the bottom indicates a prom proper execution this authorization will become effective fifteen days after the date which was may twenty two two thousand and thirteen that happened more than once and secondly insofar as eriksson's counterclaim is concerned in effect they want to recover damages against us because they wrongfully responded to a writ of garnishment admitting that they were liable to prithvi when they knew that the payments were to be made to two i'm sorry i