crime was committed i looked at your complaint as far as i can see all you allege is under securities climb is that he agreed to buy some stock for them they gave me some money and he didn't buy the stock and that looks to me like a typical breach of contract claim if you don't know weren't you in your complaint that at that time he took the money he had no intention and intended to convert the money and put it in the not return of the stock to him and it's really very simplistic and that in your state klein him for to see you do make that allegation and when you were offered the which it sounds to me when i read it all for the most i can get out of it before it was that he took their money and said he was going to buy stock but he didn't and while that sounds to me like a i don't have a claim for fraud against them do i just on that i have a claim for breach of contract but i believe in light of the supreme court's decisions and for and when you take the complaint again as a whole when you read the other that what i was bothered with in this case was the district court invited in a board purchaser claim as an exception to a purchase but your client did not deman and then it looked to me like the money for nothing claim wasn't asserted in the district court so if if a claim wasn't asserted in the district always maintained at the federal securities laws have to be construed broadly to give congress intended asking them to realize that that principle you just announced is also a couple of the principle that  securities fraud claims have to be particularly sec force and can't just make a general august let me tell you what's troubling me about your whole argument is i'm looking at your complaint here and in  there's nothing similar to that used to curators freud kline and it seems to me when you will make this allegation in your state law claim and don't make it a new federal securities fly the to used to it to him and to your some other deficiency and quite honestly we didn't think we could arise anymore of a contract that we already had which we think is good enough under the securities laws line and say this is about c entering this is about pleading with particularity this is about a standing argument the closest you can clone your honor literally the only two lines that you can even try to interpret to address the inconsistency i what they were sanctioned on was was identified with particularity in the moving papers but my strong strong belief your honor is that it wasn't and i think it's it's reflected by the fact that if you look in the district court's order at the excerpts of argument wasn't made or at least wasn't made with particularly if the argument had been weight with particularly on her i have no doubt whatsoever that the planets would have responded to it but it just simply wasn't made in a way that certainly that highlighted the issue and but at the time he agreed and took their money he had no intention of doing he represented to them that he would do it but he did not didn't intend to do it in  which to take the money and use it for his own purposes maybe to blither new automobile or yacht or his own place and he did it and you say that wouldn't constitute as federal securities claim that's correct your honor that fact pattern sounds a lot to me like the unity ho he had the intention to all of them to take their money when he studied was going to buy stock i still don't fully understand the law that can be securities fraud and i would point out your honor those are not the allegations in this case which i believe you  distinction in the law between common law fraud which they may very well be able to allege in this case and federal or state securities fraud which have slightly different pleading with it some require specific things that they were unable to a ege and given the opportunity to amend two separate times and were unable to allege so i'm still having a hard time figuring out why you think they have  well because there is no actual purchaser sale of securities and nor was it an aborted purchaser situation and absent an allegation of either a contract or a broker type that was one of the sticking points in this case you know down below the appellant's didn't argue the money for no shares i don't care what they say it's not in any of their papers nor do they argue the aborted purchaser doctrine despite being given the opportunity to amend  do so by the court if they had alleged the appropriate facts then they marry they may very well have been able to state a federal security school law claim by the association of state but the bottom line is they just didn't allege those facts for example in their first complaint they had certain allegations about the financial condition of the company that were supposedly made by the appellee and then and there and then a complaint they w all of those allegations and in fact changed critical dates to try and make it look like things were one way when really they were another way they didn't allege that mr wilson was serving as a broker to the contrary in the first complaint they allege that he w appellate side of the stanford case i believe involved actual brokers license brokers and i'm not aware of a case based on the facts pleaded in this case that would allow for mr wilson to be held liable for  federal securities fraud company the greatest opportunity that's been around for twenty years and offer to serve you sixty percent of health care than give you a controlling interest in it and i took your money and went to your but never turned the shares never gave you the shares i kept that you said would not be a violation of the first based on my reading of it i don't believe it would be certain but i believe you would have a common law claim for fraud perhaps but but not a federal securit about the prospects of the company and all of these types of things because if you are my answer would be yes you would because you would satisfy the falsity the misrepresentation of the statute  hair loss but you just don't intend to just because you're saying that to valuable but this is a good way to get people to give you money so you tell them glowing into things about the company you misrepresent nothing except  statement that i will get shares that sounds a lot to me like the unity house case which is kind of what happened there that representation has to be in connection with the shares the  well unity house stating i don't have a copy of it in front of me but i believe it relied on would you like to look at a copy yes i would actually ok here we go help if i look at the right page  no stock at all you just want to get money for it and move from people and he tells perfectly truthful things about a company a company in fact has glowing possibly x because it has a great product or you know whatever but he intends to part with none of the stock  me you know actor things about the company to get me to invest in the company and i did in fact invest now doubt about it you have a federal securities law class but if the representation the way i read unity house and the other cases that i read in brief in this matter is that i will get the shares and sell them to you but i don't and i never intended to then that would not be federal securities fraud although it may be breach of contract and it may be  here we can you understand about talking about no i understand exactly what you're saying so what is the answer to my question you're not really don't have to go get the shares that would be an issue with the issue the thing i'm struggling with is that there's no actual purchaser because the shares were never delivered that's the thing i'm struggling with and i wish i could provide you with a better answer but i just can't chew me when i go on via car and the reason i say that is because you're not an actual purchaser but the important purchaser doctrine does exist and you you may very well be able to state a claim even lead in actually receive the shares under the aborted purchaser docket if that had taken it's well i think you still nineteen you don't check i don't have the dates of all the cases committed to memory here well if you give me back my book i can help you out there sure little members of the bottom were particularly at leading a line twelve references to changing theory from alleging specific factual misrepresentations and to the fact that it was now just his promise to purchase stock that was there now and then there's also another reference  and specifically that page one thirty three beginning at line fo supposed i take your money and at the time i take your money to purchase three heirs i have every intention of purchasing