[00:00:00] Speaker 05: Morning, Your Honours. My name is Hung Tha from HGT Law on behalf of the defendant and appellant, San Hongkai Strategic Capital Limited. [00:00:10] Speaker 05: Your Honours, can I reserve three minutes for my reply and 12 minutes for the main argument? [00:00:15] Speaker 04: All right. I'll try to help you out, but keep your eye on the clock as well, please. [00:00:18] Speaker 05: Thank you, Your Honours. May it please the Court. [00:00:21] Speaker 05: Your Honours, this... This appeal turns on two propositions, both clearly and expressly stated by the California Supreme Court. The first proposition is that under the principle of equitable indemnity, a strict liability tort visa can get equitable indemnity from a negligent tort visa. The second proposition is that under California law, the tort of conversion is a strict liability tort. Now, with respect to the first proposition, Your Honors, The Supreme Court, the California Supreme Court, in the case Safeway Stores versus Nesquik, stated and held for the first time that a strict liability tort visa may seek indemnity from a negligent tort visa. [00:01:07] Speaker 05: And it based its decision on the equitable considerations, specifically the relative mental states of the parties, the relative culpabilities, if you will. [00:01:19] Speaker 05: The California Supreme Court said that if it made sense for a negligent tort visa to seek equitable indemnity from another negligent tort visa, it made sense for a strict liability-taught visa who may not even be negligent to also seek equitable indemnity from a negligent-taught visa. [00:01:38] Speaker 02: So, Counselor, is there any California authority that squarely addresses whether equitable indemnity is available for conversion? [00:01:49] Speaker 05: There is not, Your Honor. [00:01:51] Speaker 02: So if there's not... [00:01:54] Speaker 02: What is your position on certifying this to the California Supreme Court to tell us what to do? [00:02:01] Speaker 05: Your Honor, our answer is this. First of all, we think that the cases, the California Supreme Court cases, are unambiguous on these two propositions. [00:02:09] Speaker 02: Well, they're not unambiguous on whether equitable indemnity is available for conversion. [00:02:16] Speaker 05: Not on that specific point, Your Honor. [00:02:18] Speaker 02: And that's the specific point we have here today, right? [00:02:22] Speaker 05: That's correct, Joanna. [00:02:23] Speaker 02: And what you were asking me to do is take situations like in Voris or like in Perlisette or like in Regent and, if you will, move them over and make sure that that's the way it goes in this particular instance as well. Then I go to Colin. [00:02:49] Speaker 02: which was a court of appeals case. I go to Phelps, which is also a court of appeals case, and they're just the opposite. [00:03:01] Speaker 02: And they say instead I shouldn't be making conversion available to employ the doctrines of equitable immunity. [00:03:17] Speaker 02: or excuse me, indemnity. So in that instance, I said to myself, I didn't know whether they really talked to me about that. So I want to ask them, why not send it over there? Because you said that OB 28 note nine, that the panel may also consider it appropriate to certify the issue. [00:03:46] Speaker 02: So that's why I'm asking you. [00:03:49] Speaker 05: And that is our fallback position, Your Honour. Our primary position is that the cases are clear because these two propositions are clear stated. [00:03:55] Speaker 02: The cases are not clear about this issue. The cases are clear. If you want to adopt the theories involved in the cases I mentioned first, mainly Boris, to this, you can find it, right? [00:04:11] Speaker 05: Right, Your Honor. And our fallback position is that if the court believes that it's unclear, I think the appellees have to make this argument to the California Supreme Court, and we should certify this question. [00:04:22] Speaker 01: Tell us, then talk a little bit about Voris and why the conclusion about strict liability in that context of, you know, for unpaid wages should translate more broadly into this novel concept of equitable indemnification. [00:04:38] Speaker 05: Sure, Your Honor. If you look at the facts of Boris, in Boris, the California Supreme Court was presented with the question of whether to extend the principle to extend conversion, the claim of conversion to unpaid wages. And if you look at what the Supreme Court was dealing with, it was extremely vexed by the fact that conversion is a strict liability tort. That was what... Boris was so concerned about, that if you extend a strict liability tort like conversion to unpaid wages, it could create all sorts of public policy ramifications. [00:05:12] Speaker 05: And so based on that, the California Supreme Court said we're going to pull back. [00:05:18] Speaker 05: Conversion should not be applied as a strict liability tort to unpaid wages. But the underlying concern was the fact that conversion is a strict liability tort. And this wasn't the first time, Your Honor, that the California Supreme Court was presented with the extension of a conversion claim in Moore versus Regents, Regents University, California. That was an earlier case, and the California Supreme Court was also presented with that question. Again, should we extend conversion to, in that case, human cells? [00:05:51] Speaker 05: ownership of human cells. And again, because of the strict liability nature of conversion, the California Supreme Court was extremely concerned and said, no, we're not going to extend that. [00:06:01] Speaker 01: And when you mean by strict liability, that conversion doesn't require any knowledge or wrongful intent in order to make out a claim. But as Judge Smith was mentioning, Collins and others do consider conversion and intentional tort based on the intent to assert some sort of ownership or possessory interest. So aren't those things in conflict? [00:06:25] Speaker 05: We don't think they're in conflict, to be honest. We understand that there are several cases which talk about conversion as an intentional tort. But if you look very carefully at what those cases are saying, what they're saying is that there has to be an intentional act as part of conversion. And that makes sense. For example, if I'm doing nothing and someone places some property, an asset on my property, on my real estate, I've done nothing. I'm passive. I haven't taken any affirmative act. That can't be conversion. [00:06:56] Speaker 05: And that's what the talk of conversions is about. Baileys is another example. Someone gives you a property as a bailee and you have rightful possession of it. There has to be a further act. Someone has to make a demand. [00:07:08] Speaker 04: I take it you're drawing a distinction between the intent to secure or dispose of property, which would be an element of conversion, that there's intentional conduct, versus an intent to injure, which goes to the contributory property. [00:07:24] Speaker 04: equitable contribution concept, right? [00:07:27] Speaker 05: Yes, Your Honor. It's a distinction between an act of exercising dominion, legal dominion over someone else's property versus the mental state. In other words, did you do the act intentionally, recklessly, negligently, or where the mental state was not even relevant? And that's what we're saying. In the tort of conversion, the mental state is not even relevant. Boris says that. It's been that way since at least 1914, the case of Pogba versus Scott. [00:07:53] Speaker 02: Let me step back. [00:07:55] Speaker 02: I mean, I look at Colin, and maybe it's just because I'm an old insurance defense lawyer that I look at Colin. And I see, Colin, where the court was trying to determine whether this conversion of real property constituted an occurrence or an accident covered by the insurance policy. In fact, saying, is this more like a tort or is this more like something bigger than a tort? [00:08:24] Speaker 02: which is somewhat similar to what we're looking at here. [00:08:28] Speaker 02: And they said it's pretty important to say that it is not a tort. [00:08:33] Speaker 02: That in fact, even though it's an intentional tort, it's more like something that isn't something the policy, the occurrence of the policy, will cover. [00:08:45] Speaker 02: And therefore, you don't get any insurance for it when you have a conversion. [00:08:52] Speaker 02: And therefore, they substituted conversion out. And I know this was a Court of Appeals opinion, but frankly, there are a lot of Court of Appeals judges who I have a lot of respect for. And they're trying to determine this. Then we go to Phelps, which is another Court of Appeals opinion. And there they were dealing with a breakdown of damages in a jury verdict. [00:09:18] Speaker 02: And they said, well, if it's a negligence, damage, yeah, that's apportionable. But if it's conversion, which would seem to rub against what you're arguing right here, it's not apportionable at all. That conversion and battery are not apportionable damages. [00:09:44] Speaker 02: So, again, these are cases that I see on the other side, and I hear you arguing the cases here, and I don't really disagree with your argument. I'm just saying, what do I do when I got the courts in California on different pages? [00:10:05] Speaker 05: And Your Honor, we agree that if there is any ambiguity and it's unclear, then we should have this case certified for decision by the California Supreme Court. And I would just point out, Your Honor, that Phelps didn't deal with the issue of equitable indemnity. Phelps dealt with the question of apportionment between a plaintiff and a defendant. It wasn't between joint tort fees. [00:10:30] Speaker 05: I would say this as a final point, Your Honor, so I can reserve some time. [00:10:36] Speaker 05: The decision of the district court cannot be correct for two additional reasons. [00:10:42] Speaker 05: If the act of our client in exercising dominion over this stock in question was an intentional tort, and if all that was needed was an act to make it an intentional tort for purposes of equitable indemnity, then the appellees... the police would also have engaged in an intentional tort because they were the ones who cancelled the original stock certificates of the plaintiff and sent the new stock certificates to us. [00:11:13] Speaker 05: So their acts are just as intentional. So you would be presented with a situation of intentional tort visa and a co-intentional tort visa, in which case this would be a very, very easy appeal because the Court of Appeal of California in the decision of Baird v. Jones has said that intentional tort visas can seek equitable indemnity from another intentional tort visa. So whichever way you look at it, whether if you look at intentionality as an act or intentionality at the mental state level, the appellant should prevail. [00:11:43] Speaker 05: And the final point I should make, Your Honour, is this, that Based on the ruling of the district court, it would mean that all conversion tort visas are intentional tort visas. And that can't possibly be right because all these cases discuss the situation where a conversion tort visa may have been innocent, acted in good faith, and so forth. But the district court's ruling here was a ruling that as a matter of law, A conversion-taught visa cannot seek equitable indemnity from a negligent-taught visa because, purportedly, a conversion-taught visa is an intentional-taught visa. [00:12:24] Speaker 05: And as I said, that can't be right because there are lots of situations, including this situation, where If you look at what the district court held, it said that there could have been an active conversion as early as 2017 when OREC sent the stock to our client, San Hong Gai. At that point in 2017, all San Hong Gai did was receive the stock, question why it was being sent to it, alert OREC, and say, this is an error. You have to reverse it. [00:12:55] Speaker 05: So at that point, San Hong Gai has done nothing. And It's clearly a situation where it was, if that was the act of conversion, which the district court said was possible, then we hadn't done anything that would constitute intentionality. It was a good faith, innocent receipt of stock. So, again, the district court's ruling saying that all conversion tort fees are intentional tort fees is erroneous for that reason as well. [00:13:25] Speaker 05: Thank you, Your Honour. [00:13:26] Speaker 04: Thank you. [00:13:39] Speaker 04: I understand you're splitting time 10 and 5, so we'll put those numbers on the clock. [00:13:45] Speaker 03: I was just going to mention that. [00:13:53] Speaker 03: Good morning, Judge Smith. Good morning. Judge Winn, good morning, Judge Sanchez. [00:13:59] Speaker 03: I'm Joe McMonigle, and I'm here with my partner, John Sullivan. We're from Long and Leavitt. We represent the Oreck firm. And as you mentioned, Judge Winn, I will address you for 10 minutes, and then Rick Smith, our colleague, will take the last five minutes. [00:14:19] Speaker 03: I'm sure you'll jump in. [00:14:23] Speaker 01: Let me dive right in. [00:14:27] Speaker 01: Voris is a California Supreme Court decision, and it is a recent one. So our job, if we weren't to certify, is to try to predict what the California Supreme Court would do with this novel situation. [00:14:42] Speaker 01: And your friend on the other side is making the point that you have a clear California Supreme Court decision that says conversion is a strict liability tort that requires no – wrongful intent, not even knowledge of the converted property, and it relies on more, and you have separate clearly established authority that says strict liability toward feesers can get indemnification from other negligent toward feesers. So why is it clear, even if Collins were to somehow contradict it, It's a Supreme Court speaking here, so why isn't that clear enough for our purposes? [00:15:19] Speaker 01: Okay. [00:15:20] Speaker 03: I'll start with Voris, Judge Sanchez, that characterized conversion as a strict liability cause of action. In doing that, they were dealing with the issue of whether or not you require bad faith or knowledge or even negligence. But Boris didn't alter the essential elements of the tort of conversion. In fact, it actually recognized that conversion requires the defendant to have intentionally done the act depriving plaintiff of his or her rightful possession. [00:15:58] Speaker 03: That's set forth on page 1158 of the Boris decision. [00:16:03] Speaker 04: I don't think that helps your case, counsel. I start with the California case. Civil Procedure Code 875, subsection D, which basically says no right of contribution in favor of any tortfeasor who's intentionally injured the injured person, right? So the intentionality there is the intent to injure. And when I go to conversion, intent to injure is not an element of the offense. So you read out the elements that's been articulated by the California Supreme Court one being the disposition of property in a manner inconsistent with the plaintiff's property rights. [00:16:44] Speaker 04: So can't one commit that element without even knowing that the plaintiff's property rights? [00:16:54] Speaker 04: It's this particular factual scenario here. You can't intentionally dispose of somebody's property without an intent to injure that person. [00:17:04] Speaker 03: Yeah, but this is not the facts of this case, Your Honor. And if you focus on the period of time from 2021, which was the key period of time, SHK was notified that they— But let's not talk about the facts because we're trying to decide a pure question of law. [00:17:21] Speaker 01: Okay. Because even if— Let's say even if you lose and conversion is available, that doesn't mean that that side wins. [00:17:32] Speaker 01: The facts then apply to see whether equitable indemnification should apply or not. But what we're dealing with right now is the pure question of law. [00:17:42] Speaker 01: Is the law clear enough from the Supreme Court to tell us that conversion should, you know, that equity indemnification should be allowed? [00:17:50] Speaker 03: And when you read Voris, Your Honor, it's really focused on does conversion apply to the nonpayment of wages? And it does state it's a strict liability tort. But it does also state that there is an intentional element to conversion. Right. [00:18:09] Speaker 04: So let me follow up on that because that element is the defendant's disposition of property in a manner inconsistent with plaintiff's property rights. So you read that element as requiring some sort of wrongful – intent or an intent to injure the plaintiff and not just an intent to dispose of property? [00:18:30] Speaker 03: Yes, Your Honor. [00:18:30] Speaker 01: And I would also refer you to... What about the next sentence that says, notably absent from this formula is any element of wrongful intent or motive in California conversion is a strict liability tort. And then it cites to Moore... [00:18:46] Speaker 01: Which, as counsel was just talking about, is a case about someone having had their body cells removed for lucrative research without their consent. And one of the reasons that the court said we're not going to extend conversion to that is that even if you had... you know consent from the physician you still might expose others to liability who have no idea about about the consent you know to other parties that have no knowledge about it and so it it seems broader than just limiting it to unpaid wages well your honor it [00:19:23] Speaker 03: Again, it didn't apply to that circumstance in Moore. They didn't find that that was a conversion. But if I could just suggest to you, there's the Casey instruction, which was approved by the arm of the Supreme Court, the Judicial Council, which is Casey... [00:19:46] Speaker 03: 2100, provides that and sets forth the elements of a conversion. And within that, it says, part two, that defendants substantially interfered with plaintiff's property by knowingly or intentionally doing the following. And they give you four possibilities. And the fourth is that refusing to return the personal property after plaintiff demanded its return. [00:20:17] Speaker 03: That's exactly the case we have here, which has an intentional element within the sources and authority is the Voris case. They cite Devorah's case. This case, the instruction was adopted before that time. They cite Devorah's case, again, 1158, and they maintain that intentionally doing the following, okay? That is an intentional element. That's part of conversion. [00:20:48] Speaker 03: And I go to Judge Smith's comments that there is case law that addresses this. There's no case law. [00:20:55] Speaker 02: You're going to come to my comments, which I was leaving you there because I'm not sure I don't agree with my colleagues with their questions as relates to Boris. But why is it that you didn't take any position about whether I had to send this over to the Supreme Court? [00:21:11] Speaker 03: Well, because, Your Honor, it was raised late in the brief. [00:21:15] Speaker 02: Well, it would seem to me that would be something you'd absolutely go for. [00:21:20] Speaker 03: Well, I think you can decide this. [00:21:22] Speaker 02: Well, if we decided, what if I were to tell you, if I were to decide, it seems to me that Orris plus Burlesque plus Regent plus Moore would leave you out in the cold. [00:21:40] Speaker 03: Well, Your Honor. [00:21:41] Speaker 02: You'd say go over to California? [00:21:46] Speaker 03: You know, Your Honor, I just have to set forth the law, and certification is available. [00:21:58] Speaker 03: It's not to be employed lightly. There has to be important public policy ramifications. You don't think there is here? Pardon me? [00:22:10] Speaker 02: You don't think there is here? [00:22:12] Speaker 03: I don't think it rises to the level. We have three Eastern District decisions that deal with this issue. [00:22:23] Speaker 03: I think Collins deals with it. There's a case cited by us. Duke deals with it. And there's also the question of trying to certify a question after the district court has ruled, which is another factor. And I just, you know, point you to Kremen versus Cohen. I mean, if it was in fact the case that Judge Smith is... forecasting that we got the short end of the stick here and it's better to go to the California Supreme Court, I still have to advise you on what the standard is for that certification, okay? [00:23:01] Speaker 03: I feel like that's the case. And those Eastern District cases, District Court interpreted whether or not a conversion defendant is allowed to to seek equitable indemnity or apportionment in each of those cases found otherwise. There is no specific case that allows for equitable indemnity for a conversion defendant, but there is case law. Phelps, VB, and these Eastern District cases that we cite on pages 19 and 20 of our brief to stand for the proposition that a conversion defendant cannot seek equitable relief through that process. [00:23:48] Speaker 01: Is Phelps your strongest case, do you think? Pardon me? Phelps is the case that you rely on the most? [00:23:54] Speaker 03: I think, Your Honor, that the three Eastern District cases— No, I mean a California case law. I would say Phelps and a BB that's that cites Phelps. Yes, your honor. Okay. [00:24:06] Speaker 03: And I think I'm just out of my time. [00:24:09] Speaker 04: Thank you, counsel. [00:24:12] Speaker 03: I don't know if you want me to address causation. [00:24:16] Speaker 03: Your honor, if I could just have a minute to do that. All right. I'll give you a minute. Thank you. So the other basis for – well, there's two bases. The first one I'm going to address, and Mr. Smith will address the second one, but the basis is causation. And the essential case against SHK is once it was notified of the shares were not paid and did not own them, they didn't return them. And during that period of time of 2021, if you look at Judge Rogers' decision, she put aside the 2017 period of time as not a basis for conversion. [00:24:57] Speaker 03: It was the 2021-2022 period of time. And if you look at that period of time... [00:25:04] Speaker 03: The OREC firm had nothing to do with that period of time. Didn't do anything, wasn't asked to do anything, didn't fail to act. It's a total absence of causation. There was no evidence to support that cause of action. [00:25:22] Speaker 02: Well, just a minute. Isn't it true that OREC and CENIC issued the stock certificates? [00:25:30] Speaker 03: Yes, Your Honor. [00:25:31] Speaker 02: And they failed to process a reversal of the transfer? [00:25:35] Speaker 03: Yes, Your Honor. That's the 27th. [00:25:36] Speaker 02: Even though they knew the transaction was on hold? [00:25:41] Speaker 03: They gave notice to Sci-Fi, and Sci-Fi told Oreck that they were going to reverse it. [00:25:46] Speaker 02: Doesn't that create a tribal issue of fact as to whether they could have done more to do what had to be done? [00:25:53] Speaker 03: No, Your Honor, because the acts of conversion is the 2021-2022 period. There was no acts by SHK to assume control over the shares in 2017. They were just sent to them. They didn't try to do anything to interfere with the possession and ownership of the shares. So it was 2021. [00:26:21] Speaker 04: Thank you, counsel. You're well over time, but I have to say a lot of these arguments really sound like they're to be made to a jury. [00:26:30] Speaker 04: Let's put five minutes on the clock for Mr. Smith. Good morning. [00:26:42] Speaker 00: I'm Rick Smith on behalf of Scenic Advisement. I'm going to speak to the duty of care foreseeability argument. [00:26:49] Speaker 00: SHK argues in reply that the duty of care foreseeability argument fails because it relies on the heavily disputed fact of whether SHK improperly refused to return the STA stock to plaintiffs in 2021. But that's not a genuine dispute. Our position is that based on the undisputed facts, there was no breach of duty as a matter of law. [00:27:14] Speaker 00: It's not in dispute that on October 7th, 2021, plaintiffs informed SHK that SHK was in improper possession of plaintiff shares. It's not in dispute that weeks later on November 3rd, and this is probably the most critical fact, SHK offered to pay the original 2017 price for the shares, a trade that SHK had backed out of in 2017. [00:27:35] Speaker 00: It's not in dispute that on that day, November 3rd, 2021, SoFi stock was trading at a market price significantly greater than the original 2017 STA price. So it can't be reasonably disputed that this proposal from SHK to buy at the original price was not a serious or reasonable offer. or a serious effort to return the shares. [00:27:57] Speaker 00: And by doing so, SHK acknowledged that it was in wrongful possession of the shares and that it knew that. [00:28:04] Speaker 00: If plaintiffs had taken up this proposal, it would have resulted in a windfall for SHK on a trade that SHK had canceled. There's no universe in which plaintiffs were going to accept that offer. [00:28:17] Speaker 00: It's not in dispute that the SoFi stock price peaked on November 11th, 2021. There's no dispute that third-party defendants or appellees did nothing to delay or prevent the return of the shares in 2021. And finally, it's not in dispute that SHK returned the stock on January 14th, 2022 after plaintiffs filed suit against them more than three months after the SHK was informed of the issue and more than three more than two months after SHK acknowledged that it was in wrongful possession of the shares. [00:28:51] Speaker 00: So SHK is trying to muddy the waters, but there's no dispute on the relevant facts. All of the role and factors regarding exception to the general duty of care, specifically the foreseeability of harm to plaintiff, the moral blame attached to defendant's conduct, the policy of preventing future harm, all argue against liability for appellees. particularly the foreseeability factor which shk acknowledges is a critical factor um and shk's reply still doesn't offer any reasonable explanation from the record as to why the transfer was delayed for months and specifically after shk acknowledged it wrongfully possessed the shares in november 2021 SHK further argues that it was reasonably foreseeable that SHK would take some time to discuss with plaintiffs the best way to make plaintiffs whole. [00:29:41] Speaker 00: But the way to make plaintiffs whole was clear. It was to return the shares or return the monetary equivalent. And the offer to buy the shares at the STA price in 2021 and subsequent inaction for months shows SHK's bad faith. [00:29:56] Speaker 00: So And so the SHK's conduct and their attempt to negotiate a windfall wasn't something that was reasonable. It wasn't reasonable conduct and it wasn't foreseeable as a matter of law. The fact of the matter is SHK was objectively unreasonable and unforeseeable. And in any event, If SHKs and plaintiffs' negligence in the return of the shares in 2021 can't create liability for appellees on an equitable indemnity claim, whether the delay in the return of the shares was the fault of SHK or the fault of plaintiffs, either way, damage is flowing from that. [00:30:38] Speaker 00: can't be ascribed to APLEs and owed to SHK. In other words, to the extent SHK tries to lay the blame for the delay in the return of the shares at the feet of plaintiff, that doesn't create equitable indemnity to SHK on the part of APLEs. [00:30:53] Speaker 01: Third party... Counsel, it sounds like you're previewing what might be a pretty good argument in front of the district court if we send it back to say that conversion, that there can be equitable indemnification for a conversion claim. [00:31:06] Speaker 01: I'm not hearing something that's undisputed about these things. I'm hearing what might be a pretty strong case on your end for explaining why there should not be any indemnification. [00:31:18] Speaker 00: Well, I would say that as a matter of law, based on the undisputed facts, there was no breach of duty here because it simply wasn't foreseeable in 2017 that SHK, a reputable securities firm that deals in the securities market all the time, would refuse for months to return shares that they knew they didn't know. So as a matter of law, we think there was no breach of duty on the part of FLEs. [00:31:45] Speaker 04: Thank you, Council. [00:31:46] Speaker 00: Thank you. [00:31:46] Speaker 04: I think you've got a little bit of time left. [00:31:52] Speaker 05: Thank you, Your Honors. I'll keep this mercifully short. [00:31:56] Speaker 05: Your Honors, Mr. McMoneagle said that the critical event in terms of his causation and foreseeability arguments was that SHK, San Hong Gai, committed a conversion act in 2021. [00:32:09] Speaker 05: And that's clearly incorrect because, one, the plaintiffs themselves alleged in the complaint that conversion started as early as 2017 when the stock was sent to the defendant, San Hong Gai. That's the plaintiff's allegation. That's framed this case. And secondly, it contradicts what the district court held. The district court noted this, that the act of conversion could have been a range of events. The district court said that Plaintiffs allege several potential wrongful acts, namely, one, the initial 2017 stock transfer, defendant's May 2021 submission of an affidavit of lost stock certificate, and two or three other events. [00:32:52] Speaker 05: And the district court said, which of these events trigger liability remains elusive? So the district court found out that there was a dispute of fact about when the act of conversion happened. So for plaintiffs, for the appellees to come up here and say that there was an act of conversion in 2021, that's all the court should focus on, that's essentially trying to overturn a finding of the district court. It's a backdoor appeal because they never appealed the district court decision with respect to those holdings. Thank you, Your Honour. [00:33:19] Speaker 04: Thank you very much to all counsel for your arguments this morning. The matter is submitted.