family partnership l l c your honor if you should reverse the district court's grant of summary judgment to fidelity in this case which was rendered by the district court it in a decision in which the district court did not honor they can assume there's no objection if they were not responsible for engineering the disbursement of the proceeds of the account in violation of their own procedures and policies and when they did it knowing full well or at least they should have known according to their own policies based on the testimony of their own director of risk that there was an issue that required them to hold the proceeds in the reason that it needs and that it has in its customer agreement a requirement that a customer give notice of an error that's what it's called under at page one hundred and seventy of the record th fidel he says if you notify us in a timely fashion we can do something about it and that's the reason that that notice requirement is there and the failure to give notice means that you prevented us from being able to do something about it and they that they could then take the benefit and the shelter of the notice provision to exculpate them from their own liability for their home in fact for example one of the many cases that there were a law on the grassy case from massachusetts is a case in which there were forged checks and that the bank said well there's a notice provision you have to let us know that the court looked at the fact that the banks in that situation number one had complied with their own policies procedures something that did not happen here and also that the banks that complied with a standard of care with respect to an alliance in whether any signatures that they received were for if the banks there were using some space age signature analysis technology in order to get a bank law the analysis not simply end with the notice provision more importantly here is that we're on summary judgment and this the district court's analysis of what happened is limited to found this later and claim that this agreement part claims they said that the district court said the notice provision the notice provision was an absolute bar without even looking at any of the multitude of undisputed facts in the record that demonstrate that at least on the inferences that were title two under summary judgment that fidel again not only was aware but actually engineer its own problem here and then turned around to set up as a shield did what it should simply so lawless not well there were limits even under the even under the authority that she was given when she was listed as an authorised person there were limits on the authority that held that she was but there was a fact issue on that as well your honor is because she never signed the l l c operating agreement there is no record of her doing so and all of the money it isn't just came from r s it's own individual  lessons for a long time yes but the source and judith said she had no idea that it was being funded or in fact that the partnership was actually even being formed that's her testimony on that position so the they will freeze an account and not permit any withdrawals from the can't hear the arguments i understand you're trying to shift this to a factual argument but the question that's presented to us by the district court ruling is whether this one provision in the contract trumps everything and it says if you don't notify us after you learn then you can't hold a slide so we can have all the facts that you want preceding whatever that period of time you know we can have earthquakes and floods and we can have all sorts of things but if no notice or notice is provided and nobody complains to pradelle it the question is does that track school provision truck right and that's the operative question it if our answer is no that all the predicate facts matter in this this is not the governing language of the contract and i don't suppose when you engage in your argument but if we agree with your adversary and the district court and say look whatever came before doesn't matter because there is an enforceable contract re massachusetts there were two banks it issue one banks had a similar an excavation cause if the customer didn't notify within thirty days then the customer cannot bring a claim the other one had stage clause that said if it's within a certain time period it depends whether it or your chair was done if it's beyond that time period it doesn't matter if there was ordinary care the grassy court did not look into whether it either bank had any facts that the partnership here had ample notice of seven transfers before the transfer that they're complaining about they had ample notice of the transfer but they are complaining about it richard was purporting to act as co manager  partnership carol she was still perfectly able to do that yet from what the paperwork shows that the question arose how do we get this money out of the u s so that she has access to her and it's all in her name right  yet well the original plan for opening the new account and transfer money actually came from her own lawyer and that's why it's at the record at page two thousand and thirty one that her lawyer was the one who suggested this was not something that  that they restrict transfers out of the account they may also freeze the account title you know they're trading and if they are able to if money has moved out of the account they will if they're able to they will or as it's moved out of the richard just said anything after any of the st seven transfers so more than twenty five thousand dollars transferred out not pocket change here this is a lot of money that there should be under richard's theory no other activity in this account so if you see as  as he said he had told his father he would do if he sees anything happening and you can't and he believes that that is mother is not allowed to do it any reasonable person under those circumstances reasonable customer would have told fidelity wait a nd all in all you have to do it's not a tough tough call to pick up the phone and dial one thousand eight hundred number so i didn't you know it's a free call and just say what's going on i did not  transactions and we know that under their circumstances for belly would have frozen the account the other issue one reason judge judge leslie raises is the issue of it's whether it's called quasi stop over texas style operating agreement so the state takes this position on tax returns and takes an entirely irreconcilable position here this is a classic case of taxes not work was he to stop all that that the state was dismissed as a no but because the partnership judith also told the delegate that she wanted to remove richard from the count this is a huge family dispute unfortunately so that tax return by the estate was contested immediately by richard who said it was improper and and incorrect and we're going to call it talk about taxes there are taxes in there in the there are tax returns of the record that show that you'd have herself never claimed that interest in this partnership that she now says was hers so that's on the taxes topple issue the other issue is just church wesley you put your finger on it when you talked about facts from the standpoint of a decision on summary judgment the issue here was not whether despite at least three separate instructions from fidelity that that's what she needed to hat in order to accomplish what she wanted fidelity at that time did not freeze the account and while mr tate back who wants to miss gray's declaration what ms gray actually said is that fidelity's policies require that where there is even a colorable dispute we're fidelity gets knowledge that there are some think brewing that's even colorful they have to freeze it then so that funds were ultimately not dispersed until april of two thousand and seventeen but have but at that point they were already in judas account and therefore they could not be frozen dispute in the circuits proceeding i don't believe this is in the record but the court can take additional notice of it there was a freeze on that account for a period of time and the surrogate essentially said dissolving the freeze because fidelity fidelity students account so there is no evidence in the record of actually here hadst adeleke been able to take it that the horse was already out of the barn that's the issue and to develop it was the one that was standing there holding the latch open letting the horse out under those circumstances to allow it noticed provision were fidelity put in its contract that if it has notice that there is a requirement that there be notice where not only did it have noticed but it conspired with the un authorized person and the allegations about well she's an elderly widow trying to get access to the count but that inference we are entitled to we're entitled to the inference up to develop the summary judgment motion that fidelity knew full well in fact what he called it was assets at risk that's the way when judith complained about the thirty five dollars per trade she that's the way they were county executive quite qualified it in for many not they went to insure as judge wesley noted