disclosure of student records to the university of massachusetts at dartmouth violated the student's rights this included dissemination of private financial at doctor's doctors about assets documents about  income things like that academics academic record all of which would have been protected under federal law get this these were just right and you're saying that each individual student would have had to have said it's ok to send my records it typically will happen judge judge paul is that you have a situation where someone consent to the release of their information that's what for other federal law requires this situation so your answer is yes each student had to consent individually wasn't entered into when the school closed know that the session plan only took place after regulators got involved and they were criticized for not having a succession plan but under the succession plan the school of interest the successor institution was not university  were academic records transition to university here are but also their financial aid information because it was designed to entice the students to provide some sort of marketing effort to the students so i think your answer means then your privacy argument fails even though you said they could give it to you that's amherst correct but i don't know how this court can make that finding on an undeveloped record without discovery without your as a matter of law which could well there's no there's no law would you like to move on to your a promise to students they would finish their semester they did they would get the reason they did graduate and they did so what's the what did they give them i gave the student the opportunity to work towards a degree now there are situations where that might not happen after a particular semester but this idea that all they were marketing for was a semester worth of education that didn't come into play until the defendants made that argument in their well that didn't happen across or year i'll give according sample georgia day one of the planters that name thanks in this case here over a four year bachelor of science program in mortuary science mortuary science there are very few if any for your college that closes for whatever reason is breached its contract because contractors liability you have promised he doesn't fit your claim here i don't think he will claim as i read it is that the breach was closing as i understand it a school might have to close your complaint is that they should've let people know much sooner in advance and maybe more impossible for the students to protect themselves from the harm attention to what to do and the legislature looked at the issue of your sort of between a rock and a hard place when you're a board of trustees of college if you say you might close that becomes self fulfilling and then you end up closing board of higher education and then they have certain criteria for deciding whether you hear trade or not why should we if the legislature has done that why should we come up with some new common mol way of doing very badly written rag said and that the legislature had to sell altered the language and at the way i read the new legislation it imposes more duties on the board of higher  i understand it under two or three was a sudden they actually did have the ability to tell someone something under certain circumstances there was a duty to tell the  explain to us how we get from that to say violation of that duty which would lead his actionable by the students i just want to be clear we're not saying that the violation of the board's regulations in of information a heavy duty to you to tell someone so that each these students could be protected but now you know you've crossed me because you said you did not alleging the violation of you not alleging a violation of the follow appropriate procedures no news that it may close as judge k r did just pointed out to you it was not in the interests of the do not provide a private cause of action correct under the regs that doesn't mean that we don't have the right under the other common law cause of action that we filed to pursue action but we we don't have standing to enforce the board regulations i will in financial statements i believe were filed and publicly available every year which showed that this institution was running at a deficit that's not correct that is not  had was completely fulfilled each and every year and that legal duty was by stature to file you're trying to general's office it's audited financial statement wasn't your duty to file with the board of higher education stay with that let's if the college had an obligation to notify the ph d and it didn't do that and if we were to find that this was a horrible way to manage go in one hundred business that seemed to not protect the students then why wouldn't the come along to recognize that that combination creates a cause of action i think is for some of the reasons that you were discussing in a prior argument knowing that you ma was to file the attorney general's office audited financial statements that was scrupulously done each year those were publicly available on the attorney general's website they were also available on the school's website that's part of the record and in our briefs there's also some reference  i think that was very much on a on a school by school basis so much for the what regulations that are out of time there is now the board of education in circumstances that seems that seems appropriate will communicate under the new implementing regulations of the new statute but at the time i think it was on white hot basis that certainly meant i had that information there and i think more importantly it was publicly available on the attorney general's website so the only legal duty that existed was was strictly followed and i think in recognition you know there is a separate legal duty the statutory we do share a duty to the institution this court to legislate a new state law creating a new future of unity and that is you know appropriate for a number of reasons including the that this court typically doesn't legislate and because the massachusetts legislature just in november of last year did legislators as the court was discussing there is a new law called an act to support financial stability in higher education that does not create a fiduciary duties that helen's are looking for does not create individual liability that they're looking for so and in the last ten days or so the board of higher education issued its implementing regulations so i think similar to the case this court was confronted with in october of last year versus boston college which was also asked to legislate a new state law and as you judge lynch wrote a living in two chooses federal court over state court cannot expect this court to blaze new not precedented  and now we know within the last five months the legislature that in the last two weeks the regulators that have issued implementing regulations there's no vacuum and there's clear authority from the courts and from the legislature on on how that question will be resolved so the th hour certification of west we submit should be rejected because we can be very confident what the answer would be while i'm not sure but it seems to me that what they're saying is that there is an obligation beyond simply finishing the semester getting people through this nester getting people graduated completed their of their of course is promised four years in a degree in his or her choice of study no college could ever close and if the student decided he or she wanted to transfer then the students free to go but apparently under their view the student would still be obligated for the tuition to the to in this case now in ita it's a contract without any terms little in reasonable terms and so yes i understand that's what they may have life that would be utopian in a sense but but that's not a contract that's alleged not a contract that's possible it's a contract that would even violate statute of frauds among other probably not so writing correct see my time is waning i do want to dollars submitted a sore reply in the district court proceeding and in a footnote referred to that letter they didn't choose to use it as a basis for filing rule fifteen motion to a man they didn't tell the district court over there is this letter it has information that we think  we should be allowed to amend they never made a probable fifteen amendment a rock to district court and the parties have any ability to test whether their planes are futile which they are in the headlines that attorney general's letter is that the attorney general one with the exclusive authority to investigate claims of financial mismanagement understood by statute declined after an investigation too few enforcement the rest of the letter is informational threshing to the legislature in the regulators on things they should consider when they did regulate and they did legislate thank you thank you district or it erred in dismissing every claim alleged against president brown individually as well the other individuals by failing to raise and he said arguments in their opening the choir should up hold the complete dismissal of all claims against president brown as well because the st amended complaint does not allege any facts that president brown acted in bad faith for personal gain with ellen tans or any other facts that could overcome the presumption that president brown performed his duties in good faith in the best interests of mt i doubt and would such care as an ordinarily prudent person and his position doesn't is allege true or not believe me statements that were deceptive because they were only partially true regarding transactions none of the statements ranking refers to you this chatter of the students in the academic programs that were available additionally that is a forward looking state and the e mail says that that the school would continue to actual state so that is what is alleged in the st amended complaint the actual statement in the email is that all of these games have prized the national ratings of the institution to rise among the top thirty in the north region implausible and possible that all of the group did and it grieved defendant could have acted in the same manner the group defendant include mt i which is an entity as thank you may please the court dismissal of all claims against my client mr jason parts should be affirmed regardless of the score its conclusions with respect to the claims against my to college or any of the other individual and police the  complaint fails entirely to plead factual content that allows the court to draw a reasonable inference that mr potts is liable for any of the misconduct alleged in this matter with respect to mr potts the st man a complain paragraph paragraph sixteen in which he is identified and which agree summary of his presumed to duties as chief financial officer and treasurer are alleged otherwise just once is mr policy even indirectly reference paragraph thirty two that the c f o and others made representations that were similar to president brown's top thirty statement that was just discussed otherwise there is literally nothing in the complain t with the exception of the group pleadings there is no contractual fight to sherry or confidential relationship alleged nor any legal duty against mr potts nor to be a pal and seek to reach my client by piercing the corporate veil with respect to any alleged contract it is well established that collective reference to all defendants is insufficient to provide the particularized allegations required to allege personal participation by an individual liability in this matter cannot lie merely due to the position formerly held by mr potts amount out of college the group allegations contained in the st amended complaint simply did not state any claim against my client for which relief can be granted the appeal with respect to mr potts is frivolous and an unreasonable waste of litigation costs and this court's resources motions for they took that as an opportunity to ride to the core much more than just the cell study things that we didn't even know about and i won't let the court know what's in those nice x l study reports that is so wrong here in those reports they talk  president brown i just want to clarify the timeframe we're not talking about a month between him informing the students and then the school closing it was two weeks so  students that they dug their heads in the sand and they did them to their own benefit they funded their own pension funds they paid their salaries they said sign a legal budget for well versed and and highly matter to a district court so that we can fully develop the record and we can hold the men out of college and its senior administration in ministry years accountable for what they did to the students without further questions r