compelled doesn't that question depend on whether this form selection cries captures an arbitration on respect your honor i don't think it does i think that is the underlying question and the question for the district court now for this court was which court should make that or whether they're little innocent jerks on the street and the customers crowd i quite agree that all the statements that your honor suggests made but here we have a contract that clearly states that all actions  proceedings were weighted i'm sorry arising out of the broker dealer agreement should be resolved in the southern district of you if you sign a contract you can disregard the rules and regulations you can have a contract supersede certain rules and ridiculous in the purpose of these things and the supervision of the securities act to protect consumers to permit people to sign contracts and said hell with the rules and form for the resolution of a very complex matter who says yes yes ok so before i get to the merits though and kind of understanding where judge office coming from your answer to patent not get into the second circuit the ninth circuit fourth circuit just focus solely on the fourteen zero four eight issue that is our position your honor and that i believe is the position frankly that's the question with the district court certified but that presupposes that we can do that without looking at the merits and i think judge which is point one that i tend to agree with if i understood judge schwartz was can we really do that and i think this is is unique because all mike the second night and fourth we have certain district and certain form did not require them to cease from bringing their actions in other jurisdictions or from it could they could not escape it if it's appropriate but they could also choose to go somewhere else where we had very federal court we are these matters can be resolved it's a bit explicit it can be if one interprets actions in proceedings to include arbitration from your point of view but we do know there's interpretations that say it personal jurisdiction can be something that's decided with dance you can't we're an arbitration if you don't have personal jurisdiction on and there are other cases including a report that i think decision of this court that says you don't decide the motion to dismiss top of the motions mes that any litigation coming out of the broker dealer agreement would be in federal court and they talked about post arbitration litigation and but they didn't do that it says any litigation but the end of it is  that any litigation but the bat because she said it clearly in court was saying that be arbitration rules that judge roth talked about can co exist with the from selection process in that for we're represented parties agree entered into the good fight why should we do that i mean you have filler rules that govern the conduct of its members and give certain rights arguably to its customers customers of the members but then those same entities turn around and enter into a contract and they agreed to things under the fit under the federal rule and section twenty nine of the change act ye selection clause that doesn't specifically reference arbitration doesn't include arbitration but the one which is changed read i think the council's point the language in patent by the way if if you do i want to ask this right who's on which side finra twenty two sixty eight d and section twenty nine a and b change after either one of those and not even gets and hold that any purported waiver would be ineffective so you don't have to get to sure the federal rules as having the force of federal regulation or force a federal law that takes precedent over state law contract rights an obligation to reckon there's a lot of law that says that that that does take precedent over every state contract  it has to include a specific reference to arbitration that was thirty years ago right in the language has evolved and you don't disagree that all actions and proceedings include arbitration in some context under ordinary stigler contract interpretation principles yes doesn't specifically include about attrition is quote at least and big it was close to zero with respect to whether it includes arbitration and we cited that and and said that that reasoning applies here when you have a waiver that is by virtue of a writing waving your patrician obligation and if we're all in agreement that all actions and proceedings include arbitrations why isn't that sufficiently specific such that we could decide this case for your opponent and not have to to according to the supreme court and this circuit in patent said exactly the same thing they were adopted this language with this logic that i'm that i'm saying they said that the question of whether the firm selection clause and they called it a firm selection clause not a consens include and why wouldn't they be sufficient to allow the rules to coexist with a members decision to freely contract with the customer on the terms that the member in the customer sees fit i think but sure with the discipline would be but a court should not enforce an agreement that contradicts it as a rule rules as a matter of public policy ok that's public policy but that's let's talk about watt no twenty nine  want us to defer to fenris rules you want us to have them take priority and you was to hold the broker dealers to the to the federal rules ok the federal rules have keith i learned from the papers why not just let finneran force its rules what would could they be fines could they be and let the broker dealers take their chances i mean enforcement of the rules could in fact modify their conduct with respect to these contracts and it will judge him it's a separate issue whether or not decides to allocate its resources well not separate because a lot of your argument is hey federer has these rules and you can't let broker dealers violate the federal rules even if they want a contract with a sophisticated party who agrees with them and my only point is why do they have to be mutually exclusive we have to give more weight to finra has rules than we do to the law and to legal principles of contract finra has gone to the trouble of issuing this guidance and i imagine that they did so in the hopes that it would be read by courts in these different i mean you have to acknowledge that we've built thirty years of evolution of for selection clauses thirty just in the second for work night circuit cases you can see the arguments changing your argument in harmony took two to coexist which is what the the court didn't patent what the district court here said the clause is in the form of selection clause is not meaningless but means that any any action to a first in a word by virtue of the broker dealer relationship but also our underwriter under the stupid contract the contract for purchase or underwriting agreement pursuant to which they were obligated to purchase the arrest and resell them to investors at a specific offering price and we  the question which is why did reading agree to stay this case for years tending to decisions and build an empire the answer is in the appendix trying appendix a two thirty five and stipulation party sign the reason they did it is that they thought that goldman empire and the companion case would be dispositive of the issues presented here they are i don't believe it ever occurred to them but they would then come to another district court to try and get around goldman empire i don't think it ever occurred to them that any litigation itself concerning the broke a good woman wouldn't be in the southern district of new york and then they had a change in strategy but they really can't get around or stipulation or them open letters they wrote  the years that have passed referring to build an empire and saying just wait until it's decided please don't have the arbitration go forward now so i really that's a background to this whole thing and frankly it's comes back to a riot  attrition first quarter not state for several but you have a place you can't go and wait to the day the mandate is filed and then the next morning which is what they did here run and think you get a different result how did around section twenty nine mandatory form selection provision on it's not specific it has different words than the words here i submit to you that the words actions and proceedings in significantly more specific as it relates to arbitration is the word controversies before your honor's that it's ambiguity what's going on here they may think it's clear as day that they're right we think we're clear as they were right that doesn't create ambiguity that we tell you that we disagree on and you have the words actions and proceedings