that at least in some of these appeals several issues are raised and with the limited time that is available to each count so we should feel free to get straight to the heart of your argument the most important parts of your argument we've read your briefs the authority cited in your brains and at least portions of the record so we're familiar with the case you  background information when you began you can assume that we're familiar with the issues and anything you're not able to address we will of course still have under submission and so long as that issue was explained very expressively on a thursday i will mail you the checks you deposit the checks friday morning my touched him as payment will not post until midnight friday which rules monday and mr hide this is robert let me ask you a question if it's for some reason let's assume for the moment that this was a legitimate that what mitt advertising was doing was legitimate in fact that there were these contracts that were bundled or contracts that they were trying to exploit be a discount for paying right away assume that for me i know it wasn't but assume that for me for a moment and let's assume for the moment that mr kaplan believe that to be the checks hoping for future phones hoping for the positive mr perkins my hypothetical is more than just hoping i understand the propositions that you're arguing but  eight year history of benefiting from that and assuming that that was actually true and was in fact happening including with the bundles this is more than a hope for this is this is they know that they are going to cover whatever the short term made that argument but why can't the trial court its findings credit the testimony of mr kaplan that for eight years he had had a business relationship with smith he believed that what they were doing was legitimate and he didn't argued that the complaint allege malice or the lack of good faith and the district court dismissed the claims with respect to the  well with respect to all of the allegations concerning the bulletin allegations the wells fargo and several bankers association allegation and my concern there is that the come why does allege that regent made the board an allegation and the wall fargo bank and federal bankers association allegation for an improper purpose and so it seems to me like that would be inconsistent with alleging that he was alleging that it was done in good faith so why isn't that an er c for the sake of clarity i'll be referring to the various kaplan adiz by their abbreviated names is used throughout the briefing your honors i'd like to address a couple of the points that mr perkins has made in his argument just now and also that keeps coming up in these briefings and the most significant one is that the court's findings with respect to mr kaplan's knowledge of what was going on were entirely consistent with his testimony and also with rd party corroborative evidence as to what was going on here i know that the court is for milieu with the background of this case but it bears mentioning again that while all this was ongoing there was a significant federal investigation of all of these issues in fact it became part of the record both being read into the record and being entered in as an exhibit the indictment against the smiths as well as the statements of various confidential informants the f b i also and secret service also provided substantial information about their investigation which included the very transactions that are at issue here all of that is found in docket number seven hundred and seventy four dash where the relevant portions were in fact written to the record but turning to the turning to the idea that these deals were always conditioned on there being insufficient funds in the smith account mr kaplan never admitted that there was and i'm referring to i believe it seven some for dash six starting on page one hundred and forty eight and forward mr kaplan expressly testified that no time while these transactions were going on did he think that these funds were kaplan wired up ten million dollars for example the expectation was that the deals were combined for twenty therefore s a would have to have at least ten million dollars already in its account to act on the deals if kaplan was getting called the night before by smith asking for more funds which is what was occurring the expectation was certainly that essay already had the money to pony up its end of the deal the next day and that's well before new client payments were coming in as  were sent by fed ex or overnighted or even flown on a private jet down to mr kaplan in advance of wiring that money wasn't there the knowledge that there was insufficient funds before d the checks were in and no your honor and i think the district court correctly found that in this particular instance there's a difference and a distinction between saying i have a negative account balance or i have zero funds in my account to do th or i just need the additional money because of my other expenses another over just the bottom line here is that mr kaplan would not have had any way of knowing what was going on in the smith operating account in fact the testimony  evidence that was received was consistent with the fact that the smiths had a number of other deals going on with a number of other investors in fact you know returning back to dock at seventy seven for dash eleven the principal were fraudsters doesn't mean that this wasn't a fraud but isn't your best argument that there are two ways to read it that e mail one being that there was insufficient funds the other being that that they needed a partner and were to exploit the discount and kaplan based on his longstanding relationship but it was the latter rather than the former in the district court credited that inference i mean isn't that the real argument your honor i think you're actually correct i mean at most what we have here are two viewpoints on the evidence  trial at best you have the kaplan view which is obviously that you know he felt that these were legitimate deals that mr smith was reaching out to him for the purpose of capitalizing on some things but he didn't know what was going on what the extent was  investment and then there's a region a side of it the district court sided with mr kaplan finding him to be a more credible witness and chief the judge below found that the evidence was more in support of mr kaplan specific and that actually does go to whether or not you know this issue merits reversal the case law is abundantly clear that especially on a on a trial of this magnitude a mere disagreement or conclusion you know by the reviewing court that maybe the evidence should have gone one way or the other is not enough there must be some sort of manifest and clear error on behalf of the district court and i believe your point is well taken your honor in this case that at best there can be two views of the evidence but the district court that despite all of the mountains of evidence that region's claims to have against mr kaplan on these issues the real the real issue for regions is that it's up against its own mountain what regions regions position a trial which was rejected by the district court was that every person rd party who ever looked into this case including the f b i the secret service the u s attorney federal investigators completely missed that mr was in fact the principal coconspirator with a say and of course that's not the case mr kaplan was always labeled a victim in fact for the very same transactions that are here and in fact regions was labeled a victim for the same transactions as well dismiss qualified immunity an absolute immunity would not have applied to rd party statements that's in addition to the rd party statements that were made not only to wells fargo bank and they for the bankers association but also to to law enforcement specifically are included within the qualified immunity and under the under what we call the litigation privilege in florida they can be your honor however because it's qualified immunity there is an express malice  exception to that and that's a question of fact that should not have been decided on a motion to dismiss basis it's not a it's not something that could have been examined and reviewed on the face of the  specifically that despite the fact that they had no evidence or backing to support such a claim shaw and other representatives of regions began to tell other rd parties including waltz fargo that maybe that they should have known that doesn't mean that they get the next paragraph  honor states that this accusation was blatantly false and was made with absolutely no knowledge or support by shah acting in his capacity as an employee of regions despite the fact that he should know better falsely accuse not just happened that's just my point your honor i see that my time has expired now so just briefly in conclusion the captain parties are ging this court to rule in its favor in their favor on on all the issues on appeal we believe that the district co group there are two categories of claims against bridge bank group on appeal the st is based in tort and the nd is based in alleged violations of banking statutes st as to the tort claims it's undisputed that there were no direct representations or misrepresentations to the kaplan parties ridge eubanks sole involvement in this matter was through banking activities and because bridge viewed exclusive involvement through the processing of checks and rendering of routine banking services its displaced all the claims of the tort claims are displaced by the u c c the exact actions the kaplan entity to take issue with in their common law claims are covered by the u c c and therefore preempted the facts also support summary judgment that no conspiracy took place in order for the kaplan parties to establish a claim for conspiracy they would have to establish knowledge on behalf of bridging bank as well as an agreement to participate in a ponzi scheme the facts simply do not bear this out all of the evidence all of the affidavits and declarations but even most importantly the expert reports and this includes expert reports of the kap parties which confirm that bridge you bank did not violate any industry standard in its banking activities and through its routine banking services because bridge you didn't violate any industry standard it would defy logic for a bank to participate in a ponzi scheme because there is no knowledge or agreement the conspiracy claim fails the next category of claim against rich you involves the banking statutes and this stems from bridge views use of the return designation refer to make or for returning checks in the st and nd deal transactions all of the expert reports agree that refer to make or was permitted by law at the time that it was used all expert reports agree that refer to maker was appropriate in these circumstances and all the expert reports agree that no changes were made to the prior commentary and because no changes were made to the prior commentary the prior commentary remained the operative guidance was permitted by law and was appropriate in these circumstances therefore the district court opinion should be affirmed on these why is a bank closing a longstanding customers account with millions of dollars going in and out if there's not a red flag why would a bank do that the bank was no longer comfortable with the amount of activity and because there was a red flag right  no i don't believe i don't believe the bank is a bank can be uncomfortable with account activity with or without any kind of flagging of any kind of improper activity going on a bank can be uncomfortable with  bridge you had a policy of allowing on it at least on a day to day basis and efficiency as long as it was covered by by the time the by the time the midnight window closes right judge not this particular not not an exclusive policy for this closed because of some problem with the account and yet it kept it open how is that not negative judge st of all it's not negligent does it those claims are displaced by the uniform commercial code but secondly case and the expert testimony of the kaplan parties expert says that the kaplan party and that bridge eubank did not violate any industry standards so in order to be negligent bridgie would have to violate some industry standard and in this instance they simply didn't do so often will indict everybody become a ranger going die or at least investigate everybody who they think is involved in the crime and then if they think that there is an involvement they might press charges against them as