the next case we're going to start with is noid versus johnson and johnson services appellate number eight and twenty one ninety seven have never claimed that traditional notions about the most awful should apply to going to the second part of courts question which i'm also happy to address the facts or will support the applications traditional notions like most topple even with respect to the use of the j and j just i logo on the representation that appears to be from the prospective employer then moving forward with that employment with that employer i will not commit them to binding arbitration and they then agree to meet forward that that's that is context although we do have some pretty recent case law in pennsylvania supreme court which they have emphasized the importance of detrimental reliance with traditional equitable stoffel in other contexts in that  that case where we don't have authority to guidance from the state supreme court were directed not to look only at the state of code courts but also to other authority including other states supreme courts right as well as  well i agree with the construct that absolutely after reflects what this court does and we've got a conference we're going to consider here what the pennsylvania and michigan supreme courts would do based on the precise circumstances here and what i thought he would demand based on exactly that contrast where the arbitration clause speaks to disputes between the the applicant and kelley and the language of the work since documents again whether you think about it in terms which is yes yes agreement arbitrary says that the agreement is to use binding arbitration for covered claims which granted has the very broad definition you just read but for covered claims that arise between me and kell healthy and says you have to arbitrate with kelly but she'd ninety tuesday who is when it comes to the other party j and j you have to use non binding but you're not agreeing to binding why shouldn't we put these two together by say arbitration agreement with this who and what language we discussed says all statutory or common law and one related claims shall be resolved through arbitration that's what it sags  agreement to arbitrate kelly services and i agree to use binding arbitration instead of going to court for any coverage claims that arise between tell you service i completely agree with and i think purchased one and two are consistent complimentary  expressed lead to claims arising between the parties this agreement is the opposite it says yes kallie an oil architect but it goes further and says all statutory or common law employment related claims shall be resolved then a related question is is the dupont standard an accurate statement of it pennsylvania law so for the court the first question first you know we did not consistently in every single document the courts either in his letter my client indicated that pennsylvania and michigan l one of the point one weighs in why it's possible be operated in the reason argument is because it's well recognized and where the district court passes it on a legal issue this court must be able to consider the correctness of what the district court said the district court said this is pennsylvania articulated and that's because our claim the claim that mr noir brings against us gives the same same same upward theory in his theory is that we stand in kelly's shoes for purposes of this claim that's waved its argument about whether a close relationship existed based upon its common responses to discovery in which it for lack of better word gave great distance to its relationship between kelley and itself describing itself as a customer good morning to you please the court currently gilbride representing mr nine b only document related to employment that mr noyes signed that had johnson and johnson's name and logo on it stipulated that he did not commit to binding arbitration yet with changing yet j n j now seeks to bind mr annoying to binding arbitration based on a separate arbitration reliance on the jane j work sense paragraph that i believe you're referring to yes before the district court we made several arguments related to the work sense agreement specifically we had argued that the work sense agreement superceded and was inconsistent with the kelley arbitration agreement the district court did not find that to be the case however we continued to argue before this court that it would be in equitable mr johnson i mean for mr noyo who understood himself understood johnson and johnson to be the employer when he signed that document and understood himself to be agreeing to non binding a d r proceedings but not to binding arbitration with change a based on the terms of that agreement he confirmed that both in a declaration which is in the record and in his deposition testimony which is in the join and we made that point before this court as well j m j continues to rely on the second circuit's opinion in rego on and the case involving e s p n s because n was understood to be the employer or perhaps the joint employer of the plaintiff in this case in our brief we talked about the lucy case that interpreted the second circuit opinion and again talked about what the plaintiff's understanding was very similar to the concept of detrimental reliance and here mr noyes understanding of his relationship to these two parties was that kelly was the staff in the agency through whom he conducted the interview and did some of the initial paperwork but that he was going to be employed at johnson and johnson and when he signed this document that had johnson and johnson's logo a name on it that talked about the specific concept of binding arbitration what it said about binding arbitration is you're not agreeing to it let me ask you this what do you understand the law of pennsylvania to be for what they've called alternative equitable a stoppel the type of a stop will that you trying to force upon your client what is the test the test is the same test this court recognized in the white piece a no go for pennsylvania law and articulated at footnote five of that opinion very similar to the e i dupont hast that johnson and johnson advocated before the district court which is that there be both a close nexus between the signatory the non of those things where you also don't have the winds either and neither of those tests speak of reliance and you're asking us from your initial remarks to refer to rule on a reliance ground well our position is that either under the traditional notions that involve reliance or inconsistent positions i think that there's perhaps less of a distinction between the traditional notions of equitable stoppel as as this court you know defined it in your letter and and point keeps coming up if a plaintiff that is a signatory to an agreement is relying on the agreement in any way both to assert their claims and for breach of that agreement that would be the most traditional and straightforward connection and that's what you had  a federal district court opinion applying pennsylvania law but you can rely on the terms of the agreement in other ways in the booth case which appellant cites you know the allegation there was that the underlying contract was you jury as the payday loan agreement and it was illegal but that was still relying in detail on the terms of the agreement here there is absolutely no connection between the claims for violations of the f credit reporting act in mr noise complaint and any terms of the arbitration agreement that johnson and johnson is seeking to enforce i mean the terms of that agreement could be completely different or that agreement could be declared void and disappear from the record and it would make no difference to any of his going think about the the in twining question as simply a manifestation of whether there's a close nexus between the non signatory and on the one here and you could have a nexus between the signatory and the contracting parties but an alternative it disjunctive in the way they formulate the test is that it's with the with a contract and when it comes to the clive's preclude bringing in a non signatory but if the answer to when they enter to that is yes by their terms they do and that's the if that were the end of the inquiry there would have been a reason to footnote five is stating pennsylvania law that is why it's a conjunctive tast why the the close nexus between the the the non signatory in the and the contractor the contracting parties and the intertwining are both required and i would you know i think that the distinction between ellen and dodd is significant here for two reasons the first reason is if you look at the terms of the agreements and this goes to judge b this is a question about the who and the what and whether or not the terms of the kelly agreement limit the scope to only claims between cally and the employee our position is that they do in  independent basis following from how ellen interpreted the language in that agreement for finding that johnson and johnson cannot enforce this agreement it's going to be separate rich or ability question the one you just point you just made that the contract in terms in the arbitration agreement when any of the dispute between the who's as judge gave us was speaking about a question of our butcher ability well it goes to the scope of the agreement and and so again to just disaggregate the who in the met coming in if they're not listed in that who yes they can not hear we don't believe equitable sample is met here but that's what we've just been discussing but if you follow through the rest of the language of paragraph one of the agreement and i agree to arbitrate instead of going to court for any covered claim that's a defined term defined in paragraph two that's what opposing counsel spend some time reading a cover claims that arise between me and kelly services there is the limitation again or it's related  affiliated company yes and in act j page one sixty seven in the deposition of corbett which was a thirty six designee of johnson johnson he was asked do you consider yourself to be an affiliated  related company of kelly and he said no he is speaking for the speaking for j and j there and he said they are not they don't fit that definition and then just to turn to another point about how closely are the claims related  johnson johnson continues her first of the complaints as were alleging the you know the exact same claim in paragraphs thirty six and thirty seven against the two defendants and so you know one is acting through the other or jane james standing in the shoes of kelly that is not how these claims were planted there pled as two separate and independent violations of the f c r a one by kelley who did not provide the report as required by fifteen u the pennsylvania law itself is governing the making the choice of law it will be a new law puts a lot of weight on choice of law clauses this might be within what the parties in vision and expected your client thought he was contracting w and if we want to ensure uniformity and not dividing disputes why should we be applying michigan law here and if we do why would wouldn't michigan law favor arbitration two answers to that was for one it is not necessary to apply in michigan law the district court applied the pennsylvania choice of law rules which and this was also consistent with the position that jane j took before the district court saying you don't need to apply both you can apply either because they would come out the same way and so taking them at their word and following pennsylvania choice of law rules which say if there is not a distinction between how the law would analyze the issue will will  of the district court focused on pennsylvania law but to your second answer to your question the result would not be different under michigan law the michigan intermediate appellate courts that have dealt with this issue have looked to the terms of the contract and the relationship between the claims in the contract just as l one and dodd's have under pennsylvania law the city of detroit police contract claim they're just trying to clear around the arbitration agreement by adding in another party who is not a signatory and by adding in a freud a fraud claim but it essentially sounds and contract that is not the case here this is a freestanding statutory violation that both defendants are equally liable for johnson and johnson mentioned a paragraph thirty nine of the complaint in paragraph thirty nine of the complaint and to join appendix forty seven we state that separate businesses are each can can either take adverse action and before taking adverse action are independently responsible for providing  notification under the f c r a and there was adverse action taken here by johnson and johnson they made the decision not to hire which was communicated to mr noir through kelly sequelae ability against both but the the w intertwined either with each other you know johnson johnson has sought throughout this case to distance itself from kelley saying it's simply a vendor vendor relationship it is not a related or deleted company and as both pennsylvania and michigan law require that actions here in the claims here are not intertwined with the contract there are separate free standing statutory by a lation that has no nexus to the terms or obligations of the agreement and again paragraph thirty nine states that any person intending to take adverse action that can be multiple entities with respect to the same  you know the the same relationship here the employment relationship book potential employment relationship have an independent obligation to follow the essay i may neither of them did here and there actually separate class allegations planned against jane j for when they fail to comply with the f c r a and against kelly when they fail to do so and mr noyes should be able to pursue his actions against j and j for that violation in court because the agreement he signed with j and j said he would have the the reasons requiring claims against affiliated parties to be arbitrated become more powerful do you agree that that is a valid consideration in the test that would be applied by the pennsylvania michigan  i would say that the us supreme court has held that sometimes piecemeal litigation is required by the terms of the contract the parties have agreed to and said that in the the mos cone case and here i would say that the terms of the parties agreed to specify that there would not be binding arbitration between an employee of j n j placed there through  ninety two the work since agreement elbows feuds discussed and there are those between you in the customer between you and us between you and the customer at both the customer end up so that would suggest that there's possibly some tension between the two documents and if we're going to find some tension in the document g three at the top that is titled dispute resolution usual agreement by the arbitration and has the old face sentence would seem to be more explicit about three limits the term in paragraph one it says cover disputes that arise between me and kelly in civilian and in related companies which changes says it does not belong to that category and then i would turn your attention to the top of  page jane ninety which has johnson johnson's logo and says this is an employment agreement for staff for folks placed with johnson and johnson and that was mr noyes understanding of the scope of that agreement is that he was hoping to be placed with johnson and johnson he would be employed there and he was agreeing to engage in non binding a t r processes but not in binding arbitration but doesn't that that same language that you're referring to where there was an agreement to engage in non binding a d r methods offered by in this case change assuming they were offered it simply saying if if the customer here and j happened to offer aid in your it would be non binding why is that inconsistent with the fact that binding a binding a d r process could still apply how are they caution on the arbitration agreement should be read together and go of the trick question i should note that really the covered different facts who work senses agreement is about dispute resolution processes with the customer whatever confusion there may have been in this race jane jade is the customer for purposes of this employment agreement but so this is on its face appears to be an employment agreement for contract labor employees in th minute johnson and johnson under johnson and johnson letterhead and it's just it's discussing disputes between the customer which is johnson and johnson and their by mr noir in al when there was a specific limitation in the definition of claim that's what the al gore emphasized the definition of claim limited the claims to those between the is a separate agreement which just also sabu's in this agreement you don't bind yourself to arbitration with a customer even assuming that that is the appropriate agreement to be looking to at all the second but i want to go with went to the impossible because the very nature of the doctrine the reason for its existence as a free standing doctrine is because equity sometimes requires going beyond the technical terms and how you have a story might even conceded that if if just because the language