based on a statutory ground or not based on the subject matter jurisdiction is subject to appellate review this court repeatedly held that in the foster chesapeake case the souter bearse munich re case and the console energy case plaintiffs point to the supreme court's decision of carlsbad is somehow altering that analysis it in no way does that in the same cook first as weekly we're going we're we're ok i'm sorry i mean we we have we've said that nothing in the change in the statute alters our previous authority on the right that's correct ok so assume for sake of discussion that we agree with you that that we've got the jurisdiction to be hearing this on a field the question then is why do you want to appeal this when there was a bargain for a statement of where this would be  held in the language was in the courts of the state of new jersey jordan that's precisely the point is when you go to looking at this because it was a bargain for contract as the court held in foster it's just a peek we got look at the ordinary contract interpretation we don't look just at what other other cases in other circuits may or may not have interpreted the word up with a look at disagreement the agreement as a whole in the context in which was entered i'm looking at the agreement as a whole and unsure you know if you told me the back story there might be something more complicated to it than that but that seems to be at its core what this is about right well i think one judge greenway do you think you have to look at the back story and there was an exchange of drafts where the first draft did say federal and state courts of new york and it came back with new jersey but not just of new jersey says any dispute under any law in the appropriate courts of new jersey but i love the way you started that right if you were if you started at federal and state ports of new york right and you ended up with hordes of the state of new jersey that means m language with regard to what state's law would govern and then he ended up with the form selection clause as it was and the application of new york law i mean to to an observer as objective observers as we are it looks in all state in which demoralized on the statute because the court does hold this court holds that federal courts are indeed quote courts of the state for jurisdictional purposes and i think that what is that makes doesn't that doesn't speak to the issue we've got the question is what is the most sound understanding of the phrase courts of the state of new jersey and virtually every court that's looked at something like that has said the use of of in that context is a possessive kind of a use and it means the state's courts and jumar is not contrary that contrary in june mara it talks about courts of record in the county pennsylvania statute and we're looking at words here say courts of pennsylvania so there are two pieces to your mara and it's the jim are all state connection were to circuit has read courts of pennsylvania explicitly to include both federal and state based on the same arguments the the other side in that case argued of has to mean the sovereignty issue and the court and this court rejected that but i would also suggest the eleventh and six circuit have also rejected the open love and circle k things that are think that's the circuit that goes your way and yet the two cases that address this issue have zero rationale it just says it is because we say it is well that they what are we to take away from that to now say that's correct i think what they hold is is open in and in dictionary parlance we cite the oxford english dictionary are sometimes interchangeable so at best it's ambiguous and those courts explicitly say that we're going to construe it against the drafter or at least let's look at the drafting history here but i think the harmonized really have to say that actually contrary to i mean i thought the law required us to construe every ambiguity against somebody who's  appropriate in there since new jersey is a single unitary system the word appropriate courts and courts plural has to be referring to there may be an opportunity to be in some courts there may be an opportunity to be in other courts you have to look at which ones appropriate well now that's the other question i have now you know when when i look at that i want to make so that i understand your giving you your argument is that that interpretation would have to mean state and federal it couldn't possibly be referring to multiple courts within the state of new jersey for instance you know when i look at that and i think ok you can bring it in different county courts in new jersey you could bring it in chancery you know if it but it's one court superior court which has jurisdiction over these over these claims and just because the superior court may have different counties similar to the district of new jersey having trenton camden newark doesn't mean that  it's multiple courts of the of the district of new jersey and in fact let's look at what we call the district of new jersey it's the united states district court for the district of new jersey that doesn't mean it's new jersey's state sovereignty all of their means the district geographically located in new jersey which happens on this case that it was not all of it if the argument was you'd have to do something in newark as opposed to camp you know we're not we're not worried about the vicinity as of the of the district court here let me let me have you make a step back because you kind of blew past my standard of review question your your opponent's site our courts have already saying for example in the boyer case quote a district court must resolve all contested issues of substantive fact in favor of the plate the fed must resolve any uncertainties as to the current state of controlling sub's of law in favor of the plaintiff close quote when one is dealing with an issue like this it instructs us to look the way you would ordinary look at contract interpretation and in that case that may be the standard on the second half of this the issue of whether there's a substantial federal question in that case then the removing party does bear the burden ok but i'm going to take you over time here for a second because we've spent a lot of time on what the word of means but i do want to give you just no more than a couple minutes because i want to hear you respond to the assertion that grable particularly as further modified by empire is an extraordinarily limited exception and that you guys just don't fit in jordan we don't disagree that it's a limited exception but we do disagree with the fact that we don't fit it and if you look at the the representations that they're alleging which were breached which are in the appendix at one seventeen thousand and one fifty three to one fifty four which is section three point six eight three c of the contracts they explicitly state that merrill's s e c filings will comply with the rules and regulations of the f c c it's broader than just what they now are claiming and their complaint doesn't limit it to just a violation of gap or the inclusion of a materially false statement the language explicitly states that the filings will comply and in two or three different places the rules and regulations of either the governing regulatory authority and explicitly in some places the rules and regulations of the s c say they face presley's chewed they have said directly in response to judge chessplayers question we're not going to be trying to make f c c based arguments we're trying to make basic misrepresentation and contract kind of claims and the fact that that certain things are said in s c c filings has relevance but it doesn't turn this into an s e c case that's the that's what they're asserting is true should we not believe them now a judge should what i would suggest is that they're the masters of their own complaint they drafted it broad enough to be of to be a breach of the wept which includes that for removal purposes you have to look at the four corners of the complaint and not put people all the time trying to mend their complaints once they're removed to take out the federal issue of the courts have consistently says too late you're the master of your complaint once you complain when they say we want to federal court to be the one deciding that now we're happy with the complaint the complaint states only stay quit claims the state what in this case has upheld those claims as bible says a court claims the only to any dispute is to be heard in a court of the state in jersey and the very next section faction think the eleven the parties are saying we are preserving new jersey sovereignty you know not to be dragged into federal court so if they go contrary one of them is global satellite right which the language is venue in broward county it's the in case and again it didn't deal with a state sovereignty and the the other eleven and they got a form selection clause that says in new jersey even if we were to conclude under grable that there was a substantial federal interest here we would look i think i've made the points i want to make as far as the jurisdiction of hearing is that all that was raised by this court may ensue initial orders that it did not have jurisdiction and if i did the fact that we removed he's not taking it personally and he understands our right in our peleg right so i think any suggestion that this appeal was taken in some sort of bad faith i strongly object to and think it was improper to even raise this argument moving to the merits i'd like to quote from paragraph seventy three of the complaint found that a sixty seven of the record it's quotes from section three please mr musa if you move that away from you but i do know you're going to have to speak into it so that we we get these at three point six they have the contrary point six a the contract in paragraph seventy three of the complaint is found on a sixty seven in the record so six three point six a represented in warranted that and then a quote some of the language and part of the language that it quotes as opposed to paraphrasing is that also the reports quote complied in all material respects with all of the statutes and published rules and regulations in forced or promulgated by the regulatory authority with which they were filed and then it later talks about in paragraph seventy four three point six b of the that the state law of the purportedly state law claim that was being asserted in the quite title action could not be addressed just it was literally a logical impossibility to address it without getting into federal tax law right are you are you claiming that the grab i'm in of the complaint here is such that it's impossible to address with the plaintiffs or asserting with out addressing a federal securities regulation law yes me as s thirteen let me ask you this question suppose suppose the the claim was in a meeting with the governor of new jersey and all of his a subsequent lawsuit the complaint particular counsel says there was this representation pick whatever you want because obviously they say was negligent misrepresentation of them was i think roger on this right now obviously in that statement in my hypothetical certain filings that are made federally and have to comply with federal law are implicated but in that situation the person would be the governor or never would be suing based on representations made by the c e o so how is my hypothetical different than what they've just greenway because of the language i just read i'm not suggesting that they couldn't have drafted a state law cause of action based on the contract that these parties entered into and there and i can't think of the time i had how i would how i would do that but i'm sure there is a way but they chose not to leaving their options open drafting an extremely broad complaint and only after removal are they now deciding to try and backtrack in limit and i would you know you they have unlimited enough when i say an extremely broad complain doesn't that right there mr yusof say this is a complaint that can be read and understood in a way that would permit a court to address the complaint the claims without getting hung up on federal law in other words unlike grable where you could not possibly address the claim without hitting federal law this complaint is drafted broadly enough that even if there is language you could be read and understood has to be purely a federal question but to determine for example did we breach this threat based on not comporting with the rules and regulations of the f c c there is no way to determine that without addressing federal law and i asked him a times about like just thirty seconds just the resolution of the issues that have to be in that or the right i mean state courts can address that or a law and they do that we did it judge greenway agreed that in many of these removal cases there's concurrent jurisdiction between the two courts but that doesn't care case which we submitted just recently came out in january the court was interpreted for the standard so we're incorporating the contract similar to those here as well in terms of  of the differences i also point out that this form selection clause isn't just the interpretation of the contract it's all claims arising under the contract if the state of new jersey to make hypothetically brought a ten b five case based on the purchase or sell securities and  they look at it in the context of this was a securities transaction excuse me they would no doubt have to bring that in federal court we would then look at the form selection cause and say what federal court are they limited to they're limited to a federal court in the district of new jersey that's the type