if the court does not accept our argument on chapter fifteen then there is no diversity and there is no subject matter jurisdiction i am assuming the my question members or are and so if any of the five has a member or a partner that is a foreign citizen there would not be diversity jurisdiction here if any of the partners are i will seize house as a member or a partner in a partnership then you'd have to look at the members or partners of that additional entity and that the complaint doesn't say some my question is is it in fact true that there is no partner or member of any of the defendant partnerships or memberships that is a foreign citizen my understanding is that say chuck is a u s citizen pick fifteen are limited partnerships and i must represent the court that i don't know the members of the of the peak fifteen delaware reason why there was an additional question as there are there's also an allegation that there's a foreign office for some of these entities which raises the distinct possibility that there may be some you know down the line foreign entity and that should have been alleged in the complaint and and have you have you checked as as as you stand there now can you represent to us that indeed there is complete diversity i cannot because i do not know who the limited partnership members of the fifteen are or the general partnership well i think that i think that the answer would be that it should be remanded to the district court for a determination of who the members of the peace fifteen general limited ships or was it your burn john lanch  subject managers diction in the complaint if you do that i think that by alleging the delaware citizenship and the principal place of business or of the peak fifteen entities that that was a sufficient sufficient if you don't make that representation and you're telling me you couldn't make the representation because you never checked well i think i deserve a law that says it's facially sufficient in these circumstances of london has named members on policy and and and and there is no voice of london for jurisdictional purposes it's the named members that are are determined and that was uncovered ten years individual entities and represent them in related actions and so it was always our understanding that in this case because there are multiple cases that there has been complete diversity in response of the  the peak fifteen members your honor to peers peak fifteen g p l l c the sole member is peak x v capital which is a connecticut entity then there's p connecticut resident one is a new hampshire resident there's also peak x v capital advisors l l c that's a connecticut company the members are individual u s citizen raksha and then arc capital which is an l l c that is located in connecticut you've checked for all of the defendants that were l l c use our partnerships and none of them has a partner or member that is a farm since that is correct your honor just because there is a long record here where some of the confusion could come from is that there was an inaccurate pleading that some of these peak members foreign offices they did and that they don't now they didn't the time and mr chugg and mr colorado who are the individuals and really either side of the be here were both originally they were born in india but they're u s citizens did not represent everyone initially if there would have been a basis to toss out this case in the district court and subject manager section grounds we would have done it yes your honor why don't we want to sit down won't let your colleague have a couple  alleging a breach of produce shiri duty now that the real question we have here is whether this foreign proceeding came and wind up or see whether the judge there's that judge rejection the unclean hands as per close of effect here on your suit here and you give us various reasons why you don't think that's the us that's what we're focused so why don't first of all can we agree apart from your your arguments as to why it doesn't apply that if it did apply that they are you would be precluded because they have all of the various grounds that you are raised you've raised here were necessary to the outcome  stated in a statement of reasons that although there will be an overlap in evidence the cause of action in connecticut and in cayman are obviously different in evidence about the way in which mr karr and mr tripp behaved in the claims of five you sure you do to breach will not be addressed by this court and he explicitly says that and then he goes on in his final decision to give seven independently and therefore if they would have the close of the facts would then well i think it's a step for your arguments about comedy in chapter fifteen but our arguments also talk about the fact that the defendants represented to the district court below that the cayman winding up proceeding would have absolutely no adverse effect upon that proceeding and would not impair the district court's jurisdiction i mean this is a case where that speculation i mean you know so what what would happen in the future and caymans and how it would affect well it all happened it will happen quickly i mean the the breach of the new sherry duty action was brought in in december of eleven they filed in came in in february of two thousand and thirteen judge jones gave the reasons saying that cause of action were different in in september and then the following january renders his opinion and basically the opinion divest the district court in connecticut of being able to decide any of the issues if that ruling is given precludes of the fact i mean what happened here was that the defendant saw an opportunity to get out independent grounds any one of which would have been sufficient under came in law to decide the case in under the law of the state of connecticut where you have  independent grounds more than to any one of them could have been deemed terminated been conclusive in terms of deciding the case then that would not be conclusive with respect to either issue standing alone here the judge decided seven different grounds any one of which would have been sufficient to decide the ta winding up case in under dowling versus finley which was a connecticut supreme court case when the prior which would occasion is based on alternative determinations of a judgment of a court of first instance is based on determinations of two issues either of which standing independently would be sufficient to support the result the judgment is not conclusive with respect to either issue standing alone we believe that specifically under connecticut law judge jones decision is not entitled to those signing generally speaking that there was no misconduct get this point it's good afternoon your honour's of the the exact same evidence was presented by a tall or rather by asia pacific in the winding up that they wanted to submit here in fact in this is  a thirty eight where there was discussion during a proposed injunction counsel for tal when speaking of both the winding up and of this action the district court action said they involve the same evidence from our point of view the trial in the cayman islands is going to be from our point of view whether or not mr judge engage in appalling conduct or breach of duty that brought about his removal and as we've discussed in the justice jones the judge there and after a full commonlaw trial of wit and which included cross examination founded as judge chin said no misconduct by mr chugg there was a little bit of a discussion about chapter fifteen it simply doesn't apply i can ad if the court wishes but we get into this in our papers with regards to this is common and we've we've talked about this not only in this action but in others on september fourth two thousand and twelve judge jones did say i don't need address you do surely duty at this point but then on september twenty sixth asia pacific amended its defense and took almost entirely every allegation they were making here and put that before they came in court and made it in essence what they're proceeding was about and i think it's a confined this judge under hill whose decision should be affirmed its entirety puts it well when he says having chosen to fight the winding up petition by advancing as a defense all of the substantive claims raised in this litigation the plaintiffs cannot now avoid the consequence of its actions had it not made the defense this is not an argument we could make it did make the defense it was litigated that does have precludes of effect here there's a question from judge a lawyer about why i have this winding up at all it was because they couldn't get along it wasn't about the fiduciary duty so there was a completely legitimate reason for the chugh parties as we've called them to bring the winding up which was after the suit which began here in december of two thousand and eleven this company could not proceed in fact mr karr is said himself during the winding up trial and that was the reason for the winding up to begin and self said well they cannot be an abuse of process if the winding up was successful then the appeal from that was dismissed and even the appeal to the privy council was rejected so there's there's been many courts reviewing much of the same conduct with regards to the privity of parties so in the winding up in the cayman yet asia pacific that is the party the plaintiffs which began this action derivative lee and then mr cholera took control of what has been called tal tric anywhere here that's a foreign party and they acknowledge they didn't sue high def for the very subject matter jurisdiction issue we were discussing earlier he'd have foreign against foreign and then they wouldn't be able to proceed but the judge underhill found and judge jones noted how arkan are essentially the the the entities which only chugged families interest as these other asia pacific owns the cholera family interests you have privy of parties as well if there are no further questions we re judge joe excuse me judge underhill in the argument in the empty suit injunction acknowledged that even if they were identical you need he was saying to tal you need to show me why we should jump the line i think is the the line that the word he uses when they had chosen to seek a an injunction and so there were months of discovery on that and on the bankruptcy the chapter fifteen issue my right thought i saw something  miller who is the connecticut superior court judge in the the complex that again docket kind of akin to the commercial division down here he found that a separate related proceeding not this one very different issues should be barred by chapter fifteen with respect to judge miller and that he's wrong we've noticed an appeal from that but in any event that was about like it to us just remind me mr bowman wrote a letter to the court i want to live here and the but with regard to that issue because it hasn't been briefed we wrote a letter on it with regard to that issue not only respect or do i think judge miller is wrong and not binding on this court it's about something totally different that is about domestication of a particular  in my understanding of chapter fifteen is that it applies to foreign insolvency proceedings and this was a winding up insolvency proceeding i think that in different jurisdictions that are necessary to wind up or to try to actuate a bankruptcy and where assistance is needed in discoveries new and so forth in order to in order to complete the bankruptcy in order to give reclusive a fact or to actually to recognize a foreign judgment and insolvency proceeding you must go through chapter fifteen recognizing in the same way individuals to go through chapter fifteen then you have the same chaotic situation where anybody who gets a foreign judgment can see comedy of that with judgment and state  that the that chapter fifteen speaks in terms of a foreign representative is exactly to prevent this kind of situation where any party to a foreign liquidation proceeding can seek in state court recognition of that proceeding my understanding was that in two thousand and five congress wanted to make the procedure for recognition of for and insolvency judgments uniform by requiring them to go to recognize a four liquidation judgment what the court is basically saying is that there's been no change in that with respect to anyone other than the former representative who in this case would be a jo