turn to the third case on the calendar international cards company ltd versus mastercard international and corporate rules ignoring substantial portions of the agreement between the parties the second issue is the district court's error in hearing and then granting in motion in limine a seeking to exclude parts of the agreement between the parties and the third issue before the court on  different damages beginning with a breach of contract issue the district court committed error in dismissing i c c as prince of contract claim for the following reasons first it did not consider the entire agreement that is both the license agreement which was what was signed by i c c and the rules which only have import because they are incorporated into the license agreement now i c c began its relationship with master card in one thousand nine hundred ninety and over the course until its terminations improper termination or standards were painful that yes but only if they're inconsistent there is no inconsistency here the preparatory language in rule one point six point two which is the terminations by corporation provision for such terminations but one can refer back to the license agreement where it has very descriptive terminations provisions there's a notice and cure provision in section eleven c of the license agreement requiring specific notice plus ninety days to cure such notice after which time the license may terminate it is important to note that the license and membership really are two sides of the same coin the license has no effect without the membership in the membership has no effect without the license in fact to participate in the master card system when needs to have a license and that's in rule two point one of master card rules so really they follow the same path and work in parallel and for master card to be able to avoid the protections to ilyse and see by simply standing we terminate your membership is an irrational interpretation of a very broad sentence where you have very specific language contained in the license agreement that addresses the term vision in fact under mastercard interpretation such language and such an interpretation would render these provisions these protections in the license agreement completely superfluous to become rendered meaningless because mastercard could only seek to terminate the membership and by extension the license disappears because that is part of what is allowed in the license but that sort of interpretation is commercially and reasonable now licensee invest substantial amounts of money to participate in the master card system they invest millions of dollars to develop the infrastructure to develop the customer base to develop the merchant base in order to process master card transactions to allow master card to for any reason or no reason and suddenly terminate without any prior notice specifically the notice that is contained in the license agreements provisions the only agreement that is signed by the parties mind you would be would would put a licensee at a completely disadvantageous provision position why would anyone sign on to this if this is what this means to get from a commercial and reasonable standpoint it's also  interpretation and you know one want just to know that in a new york state new york new york law is clear that when interpreting multiple agreements on the same subject matter you were interpreted then so that they are consistent it would be consistent here to allow the protections contained in the license agreement to prevail and to protect the licensee rather than allowing mastercard to work around them based on very general language contained in the rules to judgment claim on mastercard admit so much in their briefing on the final summary judgment motion director honors to a sixteen zero eight on it which type they they actually claim that that motion was directed at dismissing one of i c c legal theories that being the notice and chair provision contained in the license agreement and finally turning to the third point on i c c's appeal that is the breach of good faith and fair dealing it's important to note that this claim is completely distinct from the breach of contract claim this competitor maps to deprive i c c of the benefits of the bargain it wrists it came to with master card master card was working with i c c is competitor to proactively convert their merchants to maps there email record evidence demonstrating this there is in september of two thousand and twelve that appendix site seven five eight mastercard states that supporting and migrating the majority of i c c is acquiring business to a we maps there's record evidence demonstrating that that's was providing all of this information no merchants provided any evidence as to any of the master cards claims in master card could have and should have worked properly within the system rather than working with ice he's competitor in fact i can knowledge ing that they're moving to a separate company and furthermore that would be a fact question and it should have been titled for a jury should've been entitle to hear master card's defense and i c c is claims that massacre is really seeking to build up i c c as competitor because metz was failing and that's right wanted to support net even though it would deprive i c c of the benefits of its agreement with master card that doesn't make any sense why would  consortium of a new number of regional banks whereas i c c was a single entity a financial services company solely located in jordan mastercard sought to prop up this and indian order to i guess make these banks want to be invest more in the payments to the merchants who has a record showing the record shows a our client was we had testimony that we were there were instances of some delay but that delay could be attributed to multiple factors those factors include certain charge refused as we went through through magistrate judge knepper and then the district court we asked repeatedly for information about their merchant payment information and they simply refused the court said that they had never made it meaningfully available so that's the first point is they didn't provide the information how can they come into this court asking originally for ninety million dollars in damages and say we're just not going to produce core information that we repeatedly requested that the court said it would be futile for us to ask for any more and they just said no we're not going to do it so that's answer number one number two is part of what we know about this comes from what we call the late payment spreadsheets late payment spreadsheets for documents that they concoct they put together themselves and they inadvertently produce to us and then tried to claw back alleging work product and one was that he had the information they had the information they refused to produce us they just wouldn't do it and of course they had to have the information because in a choir they needed to have all the information about merchant transactions  they not and that they would make underlying documents available for inspection and i believe that master card had an office in that city was that was to making the information we were asking for meaningful available number one because roomfuls of check stubs weren't meaningfully available but number two they weren't connecting it to the transactions so simply having the checks the saying we paid and assuming they actually paid it but saying we paid x dollars to this merchant on this day doesn't tell you what transaction they were paying for and that's why we got to keep late payments spreadsheets is because not just related checks but for us they wouldn't do it they wouldn't give us it organized in any organized way and they wouldn't give us the payment information that would go with transactions they also inadvertently produced some merchant eleven a right to terminate at any time for any reason first we'll start with a notice of terminations which talks about we're doing this under mastercard rule one point six point two right a s your honor raised before the rules govern over the license agreement and and what happened was under one point six point two we terminated the membership and that on the rule the first  sentence the first well thankfully the first two sentences first paragraph it says a customer may be terminated as a customer by the corporation period no requirement of cause nothing about cure nothing about any period of n you just can do it for any reason then it says the terminations affective upon delivery or an inability to deliver but i couldn't either of written or actual notice by the corporation to the customer which they we  admittedly did we gave them deliver notice and so that's really the end of it then he goes on to say the corporation may end its discretion affect the termination without notice if and then you've got these paragraphs that follow and that's irrelevant because we terminated with notice we gave them the notice that those eight subsections relate this circumstances in which you want to license terms tennis and now first first of all under rule two point one three when the membership was terminated the license agreements are automatically terminated so they can argue about the license agreements but the rules which govern say that that each license granted to a customer is terminated effective at the time of terminations of the customer's participation so by giving terminating the membership on the one point six point two that automatically also terminated the license agreements and when they entered into the license agreements they knew those were governed by the rules and to the extent there's any inconsistency the rules  also it's not as we point out in our brief irrelevant because for example they had licenses for jordan and for palestine theoretically we could have terminated for some reason saying we don't want you doing business in palestine anymore but you can continue in jordan or they may have had licenses for different brands for example master card maestro cirrus i pathetically you could say we're ok with you continuing to do business under the vice job brand but not under the master card right so there are lots of scenarios where where you could have that kind of a situation the bottom line be entered into the membership knowing that the rules govern the rules provide that they can be unconditionally terminated and they work and that's why they can't argue even you read their briefs their argument they don't try to argue the first paragraph of one point six point two are they going to let's talk about the license agreement for the license agreement was term warnings as you can see in our briefs we started giving them formal warnings as far back as almost a year before april twenty second two thousand and twelve we gave in for a moment warning that in november we gave the notices of assessments w said you know shape up or where you may have an issue so we gave them warnings for warnings over the course of the year and there were conversations there were discussions and so forth so they had plenty of warning and notice and one point six point two it's a document it's not a time period it's delivery of notice they admit we did that let me just turn quickly to the implied covenant argument which i spend a lot of time on first of all that fails because of i c c still to reform its obligations and they can say what they like but the record and summary judgment was bereft of evidence of their performance and it should have been even more bereft because they should have been precluded from putting in any evidence on merchant payment information because they simply refused to produce the documents and that we asked for a second there's no evidence of damages to the extent they're now saying that the implied covenant deals with pre term anation there's no evidence of that just for that the only evidence they have in the o'neill report is that claim damages as of the term an asian for the terminations they have nothing else the district court said well i find that the injuries for the implied covenant in the termination are the same so the district court dismissed this on the grounds that it was an overlapping playing the same play and i was correct or you could look at it the other way and say well if you want to call it a national guard especially when we know what we know about i c c is merchant issues and dissatisfaction the serious dissatisfaction with mergers to the point that we have evidence of the record it says there were signs documents available at their offices they made them we made them available as they were kept in the ordinary and give us your views on discovery let me just ask you again about storm there's no first for we don't we don't concede that there was notice as required under the rules or under the license agreement this was terminations which actually i think it's there's no testimony on the record because this argument was made just weeks before trial  the but the test but the testimony or the assertions by counsel even was that they could either terminate without letting the company know or just terminate and give them the document i believe the terminations actually occurred before i says he was provided with the letter saying that you are terminated but that's actually beside the point you got a letter saying you terminate right so why does not comply with the first power well because what your honor has to keep in mind is the second paragraph refers to such notice of such terminations without prior notice the key word there is prior because counsel for mastercard consistently omits that word in describing what the second section states that contemplates that there must be some prior notice before terminations that prior notice is not defined in the rules yet it is contained in the license agreement a description of what that prior notice must be must be the life must be what is what is contained in section eleven c of the license agreement that is specific notice with ninety days to cure and i c's position is that mastercard never provided the specific notice contained in the license agr and briefly to touch upon the additional issues that those in council made with respect to the covenant good faith and fair dealing there is no is no argument that mastercard could license other individuals the issue is that mastercard was actively seeking to deprive of the benefits it's the benefit of the bargain it had with mastercard if you look at the credit agricole a case it is directly on point was the first apartment decision stating that when this is what happens there's still a breach of