all right our third case for this morning is oregon capital ga number of issues but if this had been brought directly under the illinois statute it's clear there would have been a three year statute of limitations if it had been brought directly under the delaware statute then it would have been a three year statute so that's delaware the because it's brought in illinois under delaware law your theory is that it's five years somehow that we we add on another two years and that's because you don't think is it three years from the date of sale isn't going to work for you that's the first part of the illinois statute and you didn't have actual notice within the requisite time and then your complaints about what does this other alternative the date on which you had notice of fact that would have led to actual knowledge all of that makes you short i think in in time that begins the date the person bringing the action has notice of facts that in the exercise of reasonable diligence would have led to actual knowledge of the client so we're right we believe you are that definition i don't see how you can even looking only at your amended complaint which refers to the congressional hearings that were taking place about those hearings which i would think could notice nobody can do the fact that congress hearings on this topic something was amiss and why isn't that precisely the kind of notice of facts that are actually people to look into i believe what what is being positive is that every investor is presumed to have knowledge of everything that goes on in the public arena and that that because someone would basically twenty three years with the internet and i would liken it to the president of a contaminated information superfund site you can find anything on the internet there is nothing that would trigger an investor in this case to be following everything that went on and with congressional hearings where the critical report which was not picked up by any mainstream media publication this is unlike a typical publicly traded stock where there is a perception is price drop the disclosure of information and it makes investors up to say what happened just there was a private company through issuing securities through private placement memorandum and the company was dead in the water for six months prior to the congressional hearings nothing had been going on they had laid off the majority of their workforce that we're not doing any cars and so there was nothing precipitous that would have cost somebody to be paying attention to the congressional hearings which by the way were not televised as a district court hill and so the idea that the world was put on notice of them is not supported by any evidence in the record in addition with respect to the  where they covered in the wall street journal the congressional hearings may have been covered and the wall street or the few back you know they think rationally i think investors are you think inquiry notice and appearance in the wall street journal w wall street journal would not say congress is holding a hearing it would talk about the subject of the hearings and some of the things that were testified to at the hearing i mean our own check or benefits of having a little computer use that you can search the wall street journal so booking ok so but here's the point even if it did mention we don't dispute that the congressional hearings occurred but even assuming that an investor a reasonable investor was aware that hearing nothing came of that hearing and in fact constitute notice t plain text to read if the investor bringing the action not a reasonable investor but the investor bringing the action in the exercise a reason had noticed the facts in the exercise a reasonable  investigation the inquiry notices we would call it you know you find out some things that you don't tell right and so if you now learn those facts now you push further you look into al illustrates this fundamental question so what happened there is that the defendant brought in minutes of a shareholder meeting that showed that the plaintiffs attended the me through discovery the defendants introduced e mails from our clients that show that they were talking about the proof to report or that they were talking about the congressional hearing that would be evidence under for example blumenthal or lucas that would trigger the for simply being widely publicized there is no inquiry notice and if the legislature wanted to use reasonable diligence in terms of uncovering facts not sticking your head in the sand they could have put reasonable diligence in front of notice of  it please the court my name is michael c leo i represent at least kleiner perkins ray lane and john doerr i agree with my friend opposite there are two basic issues before the court how long is the factual limitations and when did it begin to run the statute of limitations three years out the i s l has a statute of limitations that applies to any claim quoting or life reliant upon matters for which relief is granted only words brought up in connection with the sale or purchase of any security he won only needs to read the first twenty pages of appellate brief in this case and you see that that's precisely what is alleged here alleged to be a fraud in connection with the purchase of the security so fisker automotive in every case cited by the parties the courts apply the same inquiry to determine what statute of limitations what the court looks at what type of claim you know of the alternative ground provide you know if you need a new team nor should have known as of the date of sale so what if the party bringing the action in my hypothetical slept through the meeting or you know decides to go live on a desert island for a year and just never gets notice of the fact because they've just had it with today's world and they would like to understandable enough there with mike to just what it's enough to give somebody notice of facts is this essentially a reasonable person would have noticed the facts not my desert island person right the sleeper through the meeting or is it actual notice of facts that would lead to further investigation so the i s o itself your honor resolves that question if you go with both the exceptions into the body and the papers don't focus as much on this but i think it's important can interpret in the statute read the  statute and it says so the default is that three years from the date of sale records act and then provided that if the party bringing the action neither new nor in the exercise of reasonable diligence should have no so it's a reasonable person and it's right there in the statutory text you don't even need to get to the exceptions in this case the last sale alleged in either complaint is twenty twelve almost six years to today i believe it secures to tomorrow so there were three years in which to bring the clinic's so twenty fifteen was the act september of two thousand and fifteen was when the statute expired unless one of the two exceptions apply you know this case is brought in twenty sixteen but to go directly to your question is a reasonable person the two some parts i think that's the big difference between the two of you i think is a subjective individual person who just doesn't happen to have notice in which case it would be a longer time of course and the burden to show access to facts to be different if you're arguing the wrong case but that is the difference and i think that appellant's here i think unintentionally keep adding the word actual for the word notice to the statute here there are certain events that happen in the world where even if you're on a desert island you are presumed to know that how far that goes is an interesting academic question i think you could write fascinating articles about where that that's one of the weird things about this case because we have the original complaint this is the amended complaint the normal rule is my statement complaint is then the original complaint is is just out the window should there be later proceedings i'm sure accidental thirty six precisely that's something you're stuck with it's something that basically i would have to present evidence to get out of if i made the admission what the district court was doing here was a little different i think it's unique to the facts of this case there were hundreds of paragraphs or pleading about these congressional hearings and the prevail report and in the first in the first in the first initial complaint right and the district court said that's a problem for the plaintiffs you pleaded yourself out of court right there are references to the principal reports or at least the documents cited in the report but what's interesting about the second complaint is there is there was absolutely an effort to satisfy subsection the fact that they were silent about their knowledge of the congressional hearings the district court took notice because they were very specifically saying that they had no knowledge of everything they would have needed to bring a claim but they didn't say that they weren't aware of the congressional hearings at all and i think that that's noteworthy under the circumstances because not only did the wall street journal report on it not only did the washington post fester pardon me so the hollywood press was looking at this so the district court was skeptical that even the desert island person could potentially have escaped knowledge calling them the red flags that i mean i don't understand part two to mean you know all the problems that you know enough to cause you to look into and and i think that there's you know what it is pure they actually couple of points the statue of limitations or the i still wonder if the two refers to the place to bring in the action specifically the plaintext does not include a reasonable person it is not an investor or a reasonable person it in the exercise a reasonable diligence should have known that's object of notice language not plenty of specific language reference to the reasonable person yes your honor and the reasonable person take out the statute of repose and so they knew full well that there could be actions that could be coming because the idea that the illinois legislature wanted to do was to hold wrongdoers accountable in terms of the complaint the initial complaint counsel that we have our characterization because we wrote the complaint but we are the ones the council who used the word repeal there was no discussion of what if there was fraud in the congressional hearings there was a question about whether or not there was a misrepresentation and the deal we specifically denied it and as we put in our brief investors are entitled to rely on the veracity of government officials who had clear access to far more information and plaintiffs and if the deal he says they didn't why then a reasonable investor can rely on that as did our plaintiffs we as the attorney in looking at this we may have had a different take and we made an allegation moriarty you can have inconsistent pleading and we didn't try to pull a fast one with the district court we merely took out the allegations about the proof go in congressional hearings to avoid any confusion as to when our pla pledge your honor that they did not know so the attorneys who think you're going to principal agent relationship i don't know that you can drive such a wedge between what the lawyers know and with the clients now well the