clerk would you please call the docket for this morning the following cases are scheduled for argument this morning tuesday nov thirteenth two thousand and eighteen case number eighteen one one one five district of north dakota association of equipment manufacturers at all versus the honorable dog berg i'm governor of the state of north dakota etc very well thank you madam clerk mr allen will hear from you morning your owners may please the court jason allen on behalf of the appellant the north dakota implement dealers association and your owners i also have the privilege of handing the handling the entire argument this morning on behalf of both appellants have my colleague mr j p dutch be all key here with me on behalf of the state as your owners are aware we put in a request to split the argument which was denied and so i will be handling the entire argument due to some health concerns for m yours also just before i get into the substance of the argument i would like to note that i inform the clerk prior to the argument that i would like to reserve five minutes for rebuttal but i have to watch your own time we don't manage that to give you the lights ye bill twenty two eighty nine was a thoroughly vetted and almost unanimously passed piece of legislation that protects against farm equipment manufacturer abuses most notably terminations of dealerships in small and rural areas and also benefits the state's largest industry agriculture or agribusiness the north dakota legislature is comprised of almost twenty five percent farmers and ranchers the record reflects that those members understood the importance of legislation and senate bill twenty two eighty nine was subjected to an extended almost unprecedented committee hearing process there were seven hearings in total six to seven hours of testimony was taken the members of those committees the house and senate agriculture committee are comprised of almost fifty percent farmers and ranchers those members understood the importance of the legislation to protect the distribution system in north dakota's largest industry the official legislative history that was taken from the committee process is reflected in one hundred thirty seven pages it reflects that these farmer and rancher legislators were concerned with the abuse of manufactured practices it's replete with testimony regarding terminations in small towns that cost farmers more money special what's what's the significance well let me federal arbitration act intact the significance would be that that that piece of the legislation would be several from the remainder of the bill well then then one of the things i want to ask you about there's a case  to be management which is a two thousand and fifteen case of this court and on fin footnotes six we said the following all of the north dakota century code contains a presumption of severability clause we declined to consider whether the heartbeat testing requirement to several bowl from its abortion restriction because the state has not argued severability so that's a north dakota case that suggests that the state has to argue severability and i did not see the argument about severability in your opening brief am i wrong about that your honor i do not i do not know if you are if you are wrong about that i know that we absolutely address the issue at a minimum in our reply brief i do not know if it was raised in the initial brief and that would be the position is to the extent that this court finds that there is not a likelihood of success on the contracts clause that the that the court community there are a factual error in that but then the injunction would need to be narrowly tailored to only the piece of legislation that was violated and that would be capable because the arbitration act is not integrity to the remainder of the bill it doesn't address abusive practices it doesn't address all of the other things that were in those  lists relating directly to the relationship between manufacturers and dealers it was simply related to the process as to how to bring about would that be something that we need to send back to the district court if we agree with you for the district court to modify its injunction or is that something we could do here i believe would be appropriate to request the district court to modify the injunction y our honor the members of the house and senate agriculture committee very clearly understood what the bill was designed to do and the purpose of the bill representative kieffer who is a farmer and identified as a farmer during the hearing stated to help non farmers understand we buy equipment because we can get the service and parts of our area dealership closed and it costs more to get service that's a farmer on the committee that heard the bill speaking to a terminations in his area that cost his business and resulted in increased costs that legislative history was virtually disregarded by the district court instead the district court focused on four words from senator clients for testimony leveling the playing field and your owners have read those four words over and over in the briefing process leveling the playing field leveling the playing field leveling the playing field those were not senate senator klein's only four words they were taken out of context as the supreme court stated in weinberger v rasi that taken out of context this remark is certainly supportive of a response position and context however it is not i just like to read to you the following sentence from senator klein that includes the four words senator kyl says we would like our hope is that we will give the same level playing field to our implement dealers as we did to our auto dealers he then continues given the current farm economy not only are our farmers struggling but also our farm equipment dealers we need to do what we can to help protect protect one of the most vital components of our ag i e agriculture economy both of our major farm equipment organization excuse me both of our major farm organizations came in in support those were his words not just the four words of leveling the playing field council what do we do with the fact there's the famous quote from judge leventhal that looking at legislative history is like looking over a crowd and picking out your friends and both sides have their sort of pet legislative history quotes some from for statements some from from other aspects testimony what do we do when there's conflicting testimony i think you would concede once you that there's some conflicting legislative history there are some things that  not that clear because if there was codification we wouldn't be looking at the legislative history and so when you're waiting through that the the test in the analysis would be is there anything in the record to reflect a consideration by the legislature broader purpose not simply to look at one narrow class of beneficiaries so is there anything in the record that reflects that the legislature considered the a broader purpose there are obviously other statements including statements from lee's detractors of the bill as to why the bill would be unlawful but that goes to the wisdom of the statute so it's not a waiting exercise where the courts it's here and decides whether there was enough on one side to pass the bill or on the other the court is simply looking to whether or not there was evidence in the legislative record to support these other purposes so it's ok then if the law is protectionist and there's evidence that the laws protecting a particular industry so long as there's a broader societal purpose also absolutely your honor and that's what this court decided in genco this court janklow is is incredibly distinguishable from from this case most notably this court was faced in janklow with an evidentiary stipulation from the state that the that leveling the playing field was the purpose but this court didn't stop there it then continued to analyze the legislative history in detail and here are the four things that the court looked for and jaglom which were not present in janklow in which are present here evidence of of abuse so in janklow the state argued that the bill was passed to protect against manufacture abuses such as terminations the court scoured the legislative record there was no evidence whatsoever that manufactured terminations had taken place you honor so here we have multiple statements from representatives on the committees who were farmers who stated that they have lost dealers in their area and terminations have occurred it's undisputed the second item there was a stipulation as to purpose there's been  stipulation here from the state or the interveners that that is the sole purpose the third item that the court identified as a problem and janklow and the legislative history scant legislative history is how they described it there was no evidence of participation of anybody but the manufacturers in the dealers here your honor we have five separate agriculture associations that came in in support of this bill and they said the north dakota agriculture association stated quote we look at s b two two eight nine as a crop production advocate taken together those agriculture associations represent roughly ninety thousand farmers in the state of north dakota there would be absolutely no reason for those associations to participate in the committee process stand up provide testimony go on the record and advocate for a bill that they believe is a crop production bill if it does not actually benefit the farmers senate bill twenty two eighty nine ultimately ensures farmers continue to receive a level of service they need in order to be successful that was the farmers union that stated that that evidence was absent in janklow it is not absent here and finally to the initial question that got us on this this this line of discussion your honor and janklow there was a complete absence of any legislative history that showed other considerations here there is ample evidence janko asked is there something or nothing there was nothing here we have a lot more than the thing we have numerous statements although some of those were rebutted by detractors of the bill but we have numerous statements of other considerations and beneficiaries of the legislation your honor and i think it's a subjective question or an object or questions purpose your honor respectfully i would suggest that that question has already been answered by by the north dakota district co farmers union when it stated under an almost identical contract clause challenge that the protection of the distribution scheme in the state of north dakota agriculture equipment distributors is a legitimate purpose and what the court recognized there is that the scheme is integra farmers farm equipment dealers and manufacturers all work together let me i think my question as a mere precise what i mean is you're debating whether the purpose of this bill is x or but do you think we're supposed to look at what the legislators subjectively had in mind or do you think we're supposed to look at something that might be called objective as to what a reasonable legislator could have believed was the purpose of this yes or no and i think we're supposed to approach the question i think i understand the question better respectfully your honor i would suggest that the court is not sitting here to determine what was each legislature legislators intent in passing the bill this is not a legislative history analysis that would be akin to when there's an ambiguous statute and you're seeking to determine what does the term mean and what do these legislators think is the term in the question here is whether there's any evidence in the record that they considered other purposes if there are why is that the test or do you derive that from from janklow your honor the question in janklow was whether there was evidence janklow said there wasn't in that case and your honors are respectfully i don't i don't believe that the purpose here or the analysis here is to determine the subjective intent of the legislators it is to determine whether what they considered which is reflected on the record is a legitimate purpose so we're not determining the primary purpose of the bill it's whether what they consider as reflected in the legislative record constitutes a legitimate purpose and we know from janklow and farmers union that benefiting the economy as a whole benefiting farmers in rural areas protecting the distribution scheme because it is interrelated are all a judgement purposes in janklow the court stated that they would be compelled to uphold the act if there was any evidence of those items being in the legislative record the same analysis applies here there is ample evidence in the legislative record of a desire to protect more than simply a single class of implement dealers your honor so finally i would like to note that the purpose the purpose of the of the legitimate purpose of the bill is clear however we don't necessarily have to get there foreseeability is a threshold issue and the district court erred in determining that this law was not foreseeable this regulation and this in the century code has regulated the contracts between equipment manufacturers and dealers since one nine hundred thirty seven it's amended the law at least ten times since then it's expanded the law and each of those instances this piece of the century code has survived two separate contracts cause challenges in which the law was going to excuse me applied retroactively perhaps most notably your honor two of the plaintiffs in this matter have contracts that were eminently foreseeable c n a each has nine contracts which are reflected in the record there's a summary of their contract contract excuse me contracts in the terms of the contractual date nine contracts that post date the enactment of the legislation post it's not credible to suggest that they did not foresee this legislation when they entered into the contract after the legislation was passed to quote this court from branstad the idea evidently is that if the party to the contract who is complaining could have seen it coming it cannot claim that its expert expectations were disappointed similarly the plaintiff john deere every single one of its contracts posted the in person meetings that the dealers had with john deere explaining their concerns with the contracts and informing them that they would ask the legislature to to look at this issue is f or question of fact ultimately the decision excuse me or owners a question of law obviously the facts that underlie that analysis play into that here i don't believe there are any facts in dispute now the reason i ask that is because  you know there's there are some facts involved which is you know some of the things you were talking about the nine to nine contracts but also this is pretty burden some legislation from a from the from the viewpoint of the manufacturers and maybe they expected something maybe they expected some type of legislation based on the sit down meetings that occurred but maybe you could make an argument that they didn't expect this and what's your response to my response would be that's respectfully it's not credible that they are there are going around the country bringing these lawsuits they filed a lawsuit in new hampshire on almost identical legislation these are ultra sophisticated companies that have not individuals departments devoted to tracking public policy and changes to that public policy it's simply not a situation in which they can claim that they didn't have an idea that the law may be expanded and in finally your honor on the expansion of the statute the statute was not expanded and created out of out of so the amendment did not address items that had never been addressed before the amendment was largely and almost exclusively focused on those practices in which the manufacturers had found a loophole and to close the loophole the simplest example would be previously in the law there was a prohibition on the manufacturers prohibiting dealers from purchasing equipment from other manufacturers so the manufacturers couldn't prevent the dealers from doing that so what they did is they implemented it in exclusivity or separation requirement they said well we can't keep you from ordering it but you can't keep any of our products near theirs is a loophole so the legislature in two or three different provisions in the bill close that loophole so while it looks like perhaps a large expansion as far as the number of lines on the page all of these items related back to the prior legislation would you like to save any time for of all i would your honour's if you don't have any additional questions i will very well thank you for your argument  may please the court michael j lockerby representing the plaintiffs in apple e's the association of equipment manufacturers and for manufacturers of farm equipment whose contracts the north dakota legislature is trying to rewrite after the fact agco san h john deere and kubota the decision of the district court should be affirmed judge havilland did not abused his discretion by entering a preliminary injunction simply to preserve the status quo pending trial on the merits which is currently scheduled to take place in march of i'm sorry may of next year to the contrary when judge one found that the manufacturers were likely to succeed  merits of their contract clause challenge he was following this court's leading precedence decided under the contract clause the first of course was branstad in which this court affirmed the judgment of the district co striking down an iowa franchise statute under the contract clause the second was janklow in which the court actually reversed in large part the district courts contract clause determination the district court in south dakota had found that there was a significant and legitimate public purpose to aid farmers of this court disagreed finding that the actual purpose was to level the playing field for the benefit of dealers it wasn't legislation intended to serve some broad social and economic objective factually this case could not be more similar and senate bill twenty two eighty nine could not be more similar than the stipulation now after the fact the position of indeed and now is sort of like the wizard of oz pay no attention to the man behind the curtain but indeed the equipment dealers association intervened in the district court because the equipment dealer said they had critical evidence of the bill's origin and purpose and judge shovel and allowed them to intervene to present that evidence and of course  injunction hearing once the court found a substantial impairment of contracts and that's a determination that the appellant's haven't challenged the burden shifted to the state and indeed to come forward with evidence showing that there was some purpose other than leveling the playing field what do do they in the case of the state it did not present any evidence at all yet the preliminary injunction hearing it made argument about one sided unfair contracts purposes the judge of one found were all different ways of saying the same thing leveling the playing field you have testimony here like in janklow that suggests that there's a broader societal purpose protect and i know you disagree with protecting the small task ensuring economic growth for north dakota you know making sure that farmers within the state have a dealer close by that they can get their their machine service their tractor service things like that there is a little bit of testimony to that effect but by and large the testimony was from indeed of equipment dealers themselves and even the agricultural associations and gazed in the log rolling mentioned leveling the playing field in their testimony the one farmer who testified was testifying about her family's loss of an equipment dealership  fortunately the supreme court has made it easy for this court as to what the standard is and the courts review it of course this is not like janklow which was a summary judgment case this is a preliminary injunction case it's an abuse of discretion standard now there is with respect to findings of fact a clearly erroneous standard what the supreme court has said this is an andersen versus city of bessemer city the court should affirm judge of one's factual finding that senate bill twenty t eighty nine spry mary purpose was to level the playing field as long as i'm quoting now the district courts account of the evidence is plausible and in terms of both quality and quantity the evidence  quoting from there i'm quoting from andersen versus city of bessemer that's a fact you're saying that it's a question of fact for the district court as to what the legislature's purpose was that's  of argued in their brief that that's a question of fact in fact in their reply what authority do you have for that that it's a factual findings reviewed for clear air the and the new proposition that we would have to be adopting well certainly in i'm not saying the apple is reply brief as is gospel truth far from it but they attributed they said that the district court committed an error of fact by finding no substantial no certainly significant in legitimate public purpose whether it's a question of fact or question of law in terms of both quality and quantity the evidence is overwhelming that the purpose was to level the playing field when indeed it had the chance to present evidence to the district court it didn't even cite this so called legislative history it submitted a seven page affidavit of its president  that is rife with quotes about oppressive contracting practices leveling the playing field judge hovel and rightly concluded that the purpose was to level the playing field now that it were before this court the state and indeed are contending that this hundred thirty seven page so called committee minutes is in fact legislative history it's nothing of the sort it's not legislative history it's not subject to the safeguards that a committee report from the u s congress would have it's not even like the legislative history at issue in the state of new hampshire which actually said what the purpose of the bill was made findings and by the way also said that the purpose was to level the playing field which of course under this court's precedent in janklow would be improper what do we do if there's mixed purposes or mixed motive in other words it seems to me i have no idea what the purpose of legislature why it was and there seems to be evidence that it was both leveling the play playing fields last protectionist and protecting broader economic and sidle interest yelling with farmers picking between the two seems a very difficult given the legislative record we have and i know you think your legislative history is better and i know they think their legislative history is better what if we think that both our purposes what is our case law tell us to do or what we do and my opinion with all due respect is irrelevant because it's what the supreme court in this court who previously said and there is precedent from the supreme court such as coralie versus united states in other cases cited in a brief and precedents of this court including southern wine and spirits bed a sponsor's statement to the full legislative body is compelling evidence of legislative intent here we have two statements to the legislative body one of national sponsor senator jerry kline who seconds before the bill was passed said the four words that now the other side wants the court to disregard level the playing field and then similarly on the house side bernie who was carrying the bill to the full legislature talked about leveling the playing field he didn't use those exact words but substantively humor me here so i suppose we conclude that both sides have good legislative  history what do we do if there's two purposes then the other side seems to say well as long as there's one legitimate purpose it's fine and i'm just curious what your responses to that well this court has also actually addressed that issue before and at least two cases  h club versus clarke and no versus the nebraska department of corrections and the court has said that testimony given it hearings should not be accorded undue weight as an indication of legislative intent because the views expressed by witnesses are not necessarily those of the legislators who voted on the bill we also have the text of the bill itself there's nothing on the text you know that's apparent in the text of the bill that evidences any intent to benefit farmers you're still not answering my question on there's two purposes suppose we conclude there's two purposes who wins here the illegitimate it's a question of of weighing the evidence you know what it was the evidence in the record and clearly under the under janklow the burden of proof based on the evidence was on the state and indeed a and they had come forward with compelling evidence that the purpose was the legitimate purpose they didn't meet that burden indeed a didn't submit anything other than the af after the fact after the hearing the state did cite the hundred thirty seven pages but the state's arguments were all related to leveling the playing field so in this case they didn't meet their burden they had the and the district courts weighing of the evidence ought not be disturbed especially not at the preliminary injunction stage unless it wasn't possible and certainly given what the bill says what the sponsor said the quantity and quality of statements before the various committees and on the floor that all suggested the improper purpose of leveling the playing field and in franchising the purpose was to benefit the economy but if a district court in iowa didn't buy it and neither did this court on appeal would it be pretty difficult to find a piece of legislation that had only one legislative purpose it would be your honor and certainly one could argue that because farming is important to the economy anything in this is the argument the other side is making because farming is an important  economy anything that benefits any player in that economy benefits the overall economy or benefit society but you know this is not a broad legislation and to see that and to see the dramatic change that it makes to the to the statute the court need look only at the text of senate bill twenty two eighty nine itself it's in the joint appendix pages seventy eight through eighty two it's four pages and it's in the form of a red line most of the four pages is new and it also strikes some important provisions as well and it strikes for example the provision under the prior statute that had the statute didn't apply retroactively and in every respect this bill could not be more unlike the prior version of the statute we heard about for example the decision of the north dakota bankruptcy court in farmers union interpret in a prior provision of the statute in that incarnation the statute simply said upon terminations a manufacturer has to repurchase unsold inventory of parts the bankruptcy court in north dakota said that's not even a substantial impairment so  court didn't even need to reach of the second issue which was whether there was a legitimate public purpose here what can break what is it about the text of the statute itself you think shows  private sort well one is that all that it does is regulate the terms and conditions of equipment dealers statutes it is not directed at it's this is not legislation that has some incidental effect on equipment dealer agreements it's directed at the terms of equipment dealer agreements it tries to rewrite them after the fact and it certainly was not  and broadcast a different purpose in order to get this through constitutionally that would make a difference in the case even though it's the same exact legislation the same coalitions supporting  opposing it so i'm wondering if there's better way to address these cases than what you're saying and that would create a loophole that you could drive a john deere tractor or a k c h tractor through your advocate or you're saying well because he said what he said here we win but if he'd said the other we would lose i'm certainly not advocating for that and the history of this statute also shows that it was it was actually written by the equipment dealers for the benefit of the equipment dealers and when they to do with drafting it and there might be a you mean there's record that shows the the interest group just presented it to the legislators that's correct they drafted and they said that it was unlike any other statute before and they were right in this case you know there are thirteen provisions that the manufacturers have challenged there's only one counterpart to that in the prior version of the statute and that has to do with the the level of war to reimbursement under the prior version of the statute it did not violate the statute to enforce the terms of the agreement in fact enforcing the terms of the agreement was good cause for terminations all the prior statute said was that a manufacturer cannot coerce a dealer to do something and in that respect the statute was like the prior version of the north to of the south dakota statute at issue in janklow except that the south dakota statute made it a crime to coerce here was simply a civil provision this court's precedents are clear including minnesota supply that merely enforcing  contractual provision is not coersion as a matter of law so this legislation completely rewrote the statute it especially was not foreseeable under janklow because for the five plaintiffs in this disagree with you and you don't have much time lapse i want to address the alternative that i was speaking with opposing counsel about suppose we disagree with you and we think you don't win on the contract clause that we need to send this back what that is still when you lose court's ruling on federal arbitration act preemption and on that basis alone the preliminary injunction can and should be affirmed as it is your honor referenced severability or blue pencil statute in north dakota but that applies only upon a judgment there's been no judgment here this is simply a preliminary injunction so the time to blue pencil or sever if f or would not be now it would be upon the conclusion of the case but this case begs you know this is one of the part i mentioned the k b case from or from our court in two thousand and fifteen this kind of begs for a severance right you haven't yet the federal arbitration act really applying only to the one arbitration provision in the in the legislation everything else has nothing to do with arbitration so it seems silly i guess not to sever the the arbitration provision from the rest of the statute well except the virtually every other provision of the statute has been challenged on other grounds including the lanham act and the lanham act preemption argument was extensively briefed at the district court level there were three rounds of briefing following the state and then indeed in nine dealers association is from around the country who rallied to the defense or of the statute and the district court didn't decide that because it wasn't necessary but there are plenty of other grounds for  finding the statute unconstitutional and or preempted in greece preemption is a constitutional issue as well under the supremacy clause and it would wreak havoc and it would be  as a practical matter impossible to unscramble the eggs if for a period of time these contracts were on enforceable and dealers could enter into new arrangements allowing them to bait and switch and sell a competitor's products under you know answer it in three seconds maybe it'll be pretty quick answer just for clarification for my benefit do you have a case of the side of the cat or is there a case out there that you know of that s it's appropriate for a court to value some legislative history over their legislative history when attempting to ascertain a legitimate significant public purpose well the certainly cases saying that these minutes are not legislative history at all and that they're not accorded any weight in those include the cases that i cited earlier including sera club versus clarke out of this court it's not a committee report and there is what about legislative history you said that's not legislative history what about in there in the universe of legislative history with respect to a piece of legislation is there a case that says the court can value some legislative history of or other there's certainly yes in the aura certainly by implication i'm not sure there's a case that directly holds that but the supreme court precedents like correlate versus united states and this court's decision in southern wine and spirits say that a sponsor statement to the full body is compelling evidence of legislative intent this was an evidentiary question and again the state indeed a had the burden of proof they didn't come forward with compelling evidence and under janklow and other contract clause precedence their burden is higher the more substantial the impairment in this was a very substantial impairment as the district court found in his is evident on the face of the case but i can't cite you a case that precisely the u s congress would produce their not legislative history the way the state of new hampshire won and they're not even act i'm not familiar with the sierra club case was that a case about what a statute means and the court was looking at whether to give any weight to the minutes in deciding that a statute yes in fact what this court said was the mere testimony given it hearings that's a quote in this is continuation of the quote should not be accorded undue weight as an indication of legislative intent and similarly in the christan of the case this chord in the year two thousand case this court rejected the use of what it called snippets of legislative history close quote as indicators ok thank you you're welcome  honors your honor so there i'm not aware of a single case that says that a a court's sits two way legislative history evidence used tally marks figure out who had more on one side or more on the other the u supreme court is clear that courts don't second guess the empirical judgments of lawmakers concerning the legislation the judiciary does not sit is a super legislature to weigh the wisdom of the legislation in fact we don't even have to go to the u s supreme court we have the eighth circuit decision in janklow again where they looked at and i just would quote the state has produced no evidence of harm we would we would credit would be compelled to uphold the act if we created the state's rationale for the act but they produced no evidence of harm to be avoided and then finally the court this court said without evidence of a significant margin a problem purpose the statute or why should we have a war that says if the state impairs contracts in this way the legislature has to be more clear it can put it right into the statute this is the purpose of the statute here are some findings here's the service your honor they have the court digging through these m say well was the sponsors purpose really the purpose or was it what some witness saw it or what some interest group wrote a letter about i think it would be all i thought rule saying if legislature wants to substantially impair contracts the constitution says you can't impair contracts they've got to be more clear respectfully your honor i believe that would present a a large separation of powers issue with a federal appellate court directing the state legislature as to how to how to  do moving forward here are civil interpretations that yes you are moving forward if that is the court's desire to make these issues more clear and so we're not waiting through the legislative history however the legislative history has been cut contrary to mr lockerbie statement the state of north dakota credits these committeeman minutes as legislative history in determining purpose time and time and time again is that a state law question or federal question i mean that's why i think i'm struggling with the treatment of legislative history that we follow the supreme court cases really follow the north dakota cases well as it relates to the specific committee minutes them selves your honor respectfully i believe it's a state law question these are state documents are they in the legislative record there's no dispute that there' official record and who maintains them and how they're maintained and at the north dakota supreme court cites these time and time and time again now the question is and i understand the kind of the bifurcation here is that somehow different than how every other court in america interprets legislative history the answer is no we look at what is in the record and does it support the state's stated purpose it's not do we take an isolated comment from floor from a floor speech where there's not even question and answer debate and  that to the entire legislature it's do we look at it is there evidence of support and we move on and finally your honor i see how it's all made yes or are i would just i would like to point out that the arguments that apple is are making here for the contracts clause would foreclose moving forward would foreclose the readjustment of rights retroactive application all together because what that does is when there's a retroactive application in a readjustment of rights there is a single beneficiary there could never be a legitimate purpose under their argument after that they're asking this court to say if there's a single beneficiary you are foreclosed from finding there's a legitimate purpose and that's exactly where the district court erred the district court stated that's not necessarily true though you could have this this legislation is aimed at a single interest group or single a single set of a dealers if you have a general provision they retroactively change contract rights for everyone without pointing at anyone saying for example you now have half a promise but saying arbitration provisions need to be in a particular way but it applied across the board there would be a single set that be everyone in the state when absolutely i don't disagree as far as the brought up location there i'm speaking as it relates to specific items in specific industries that legislatures consider all together i just like a retard like to read the quote from the district court order that got this and gave you a chance to make your final point so don't overdo it go ahead what you want to re was laws which directly alter the obligations and expectations of contracting parties cannot be described as general social legislation they quote whirlpool that's not what whirlpool says that's applebee's argument it's incorrect thank you ok thank you m