the court this appeal concerns the ambiguous scope of an exclusive license agreement covering the interactive program guide field the party to courts to consider the license have proposed now for possible readings of the critical provisions but the district court nevertheless found the agreement an ambiguous and read in a manner that no party reads on appeal roe v asked this court simply find a license ambiguous and remand for the proceedings now the first sentence of paragraph one point three states that the field covers applications and services or i p g applications the primary purpose of which is to provide descriptive information relating to television or radio programming and which may control consumer equipment that enables viewing listening recording or storing of such programming the second sentence states that such i p g applications shall include without limitation tuning flip browse print control recording video on demand  per view among other listed items so the central ambiguity concerns whether the items listed in the second sentence must meet the primary purpose test that is provide descriptive information decided in the first sentence to be covered now least for possible readings have been proposed the first is that the listed items are covered without any need to be tested against the provisions of the first sentence so they're just entirely separate grants and the district court in georgia and prior litigation found through those separate readings have to be regional locus of degree the the rule is that the the contract must be reasonably susceptible to multiple readings so i think the i think the answer to your question is found in  case in delaware and if you see there what the court said was basically we've got multiple ways to read this thing but neither of them are really seem right and both of them could be you know sound sound like constructions that the parties would not intended so i think phillips is the is the most on point here in terms of the two constructions that the georgia district court found and such for the first was that there are just two separate completely separate grants and that's have one reasonable reading just based on the language alone then i think that that would be the right reading if you have one reasonable reading versus one on reasonable reading say but if you've got no reasonable readings based on the language alone then that's when philip says that's  so the question here i mean i think maybe the question you're asking me is is the district court's reading the only reasonable reading and we know that's not true because p m c does not even read the court read read it that way on a l and what the district court held this is that was the second reading and i o quote the only items covered are those are the primary purpose of providing descriptive information and that the list set forth in the second sentence a subset of examples of the quote i beat i p g applications generally referred to in the first sentence which are covered if the primary purpose of the application was to provide descriptive information so what the district court said is i see the second sentence less recording joining pay per view what the court said unambiguously the only way to read that reasonably is that those are examples each of those is an example of an i p g application referred to in the first sentence which is covered only if it meets the primary purpose test but here's what p m c says in the right brief many of the features listed in the second sentence would not satisfy the primary purpose requirement of the first sentence if viewed as individual or examples of i applications friends which they are not so the bottom line what you have is both parties agree that the way the district court now p m c is defending the judgment but they if you read the brief carefully they do not defend the ruling understanding of the district court's reading which items and sentence to what we ex out turning tuning flip recording flip there's some you know some of the others there's some question about that certainly tuning recording and sat there i think there were suggestions of you know video on demand or people view although the echostar defendant said those actually did have the pain have the primary purpose i think parental control the primary purpose of purpose of printer control is parental control reminders i mean there are other there are other things more gray help much for of health the primary purpose of health is there were a package of licenses here right there is this i p g license and then there's the via the and if your license that's right should would you regard those other two licenses the non exclusive licenses as extrinsic evidence or is that part of it or should they be read it as if it was all integrated together with the i p g why i believe the law is that is that you can read who sings executed as part of the same on the same day as intrinsic evidence rather than extrinsic but ok so why did robi enter into those testimony in the in the district court in georgia was that they were taking a belt and suspenders approach the second second point is that under under roe vs reading which was based effectively put together after we heard the six terms of evidence in georgia that those they're not useless i mean rugby's reading is that the second sentence describes features that are covered when they are driven by and so in other words you still have to have interactive god that's right ok so that's why i'm trying to understand why would rove a want to pay for anything outside of the interactive field well the rovio is a big company with a lot of different i mean that was that you got interactive was the main function was the main portion but there are multiple companies under the some relevant that's not just guidance yes there's a lot of confidential markings in these briefings you know if we were to write an opinion you're just trying to figure out is is everything really confidential there there are some of the quotes from some of the witnesses so some of those quotes were filed in in depositions in the georgia litigation so that's why i think they were their fall under seal and that litigation i'm not i'm not sure those quotes really are you know it was probably not confidential business information in some of those  but i think if you'll find the you're finding in the reply there is nothing confidential at all so i think you can and the other the other answer is really to find it ambiguous you don't need to quote from  it adds nothing and its removal changes nothing in other words the second sentence says challenge to recording but under the district court's interpretation the only the only thing that matters is whether recording has a primary purpose of providing a descriptive information and not only that it actually flips the second sentence on its head as we were discussing certain items tuning and recording everyone agrees and a reasonable third party would read that no one knows those functions never have a primary purpose  just a quick question because you didn't really ever get to what your opposing counsel says in the referee's let's assume for the moment the district court and the red briefs conception of what the district court are are the same so what's wrong with their reading as expressed in the read brief about the idea while this license covers the display of information about all the different interesting operations and features  rated in sentence to the i think well the p m c is brief but the position as i understand it now is that the second sentence list does not need to meet the primary purpose test but they're only covered when they are used as part of the guide the problem with that is that comes from holtzmann's testimony in the george litigation as well so that basically very thing and our reading are both really reflecting the in there so i don't think either party proposes a reasonable reading that's based on the plain language of the contract but i think it would go like this the guide is providing you visual descriptive information about different features those features happen to be listed in sentence to so now you have this interactive guide that you as the consumer can interact with and can see choices about tuning flip according storing include recording means that i can only i'm not sure what you're saying like i can see descriptive information about recording but i don't want to get what you call sentence one be i mean that i thought  hoping now yes the whole point about controlling the equipment so that you can enable viewing storing exciter absolutely and that's that's rosie's position is that they're driven by goes to that but th in a program guide and the second sentence doesn't expand the scope is not a separate grant of scope we have not changed our position we agree with the district court's opinion there's been no inconsistency in p m c is position here maybe there's no inconsistency with your position what you've presented below and what you present to us but i don't quite see what your position is matches up with  exactly what the district court set i mean when i read the district court opinion it really looks like to me that it is he is telling all of us that sentence two is relevant to all those features listed are relevant and part and covered by light and only if those features satisfy the primary purpose test of sentence one yes your honor that is right and that is the flipside of the conclusion which is that those feet those are that an list features the district court recognized that and when they are part of a program guide their conduct because the scope of the license is program guides now if one were to talk about an application that is in that list as a district court help if you're if you're just looking at an application that is solely one of those items there of course that must satisfy the primary purpose test what does that mean to you i guess tuning doesn't the function of tuning doesn't have anything to do with providing descriptive information that's right and so as i understand the district court's opinion district court essentially put a big x through the word tuning and sentence to because tuning does not have anything to do with providing descriptive information and interactive program guide provide can provide and will provide all those features that are listed in that second sentence so it is not putting an x through it it is saying that the second sentence is explaining all these features that can be part of a program guide do not contribute to that primary purpose but when they're part of a program guide they're still covered  only if they those features satisfy the sentence want and so that makes me worried that the district court is saying that there are several features listened to that are superfluous they're not superfluous your honor will walk me through the district court language you saw your post in council quote one of them there's twice in two different parts of the opinion where the district court providing its conception of what the license covers and keep using this conditional death if that's right if individual features operations satisfy the primary purpose to sentence one then the feature and sentence two is covered by the license am i reading the district court's opinion incorrectly i think so your honor the district court on a five  said the only items covered in the interactive program guide field are applications and services the primary purpose of which is to provide us with this information that is program guide i'm talking about science fiction a nine yes you program that you're saying this feature is an application covered by the guide by itself and of course the primary purpose test must apply this language here in the second sentence is not providing extra scope as what the district court set it i s providing a list of features that are covered on the part of a program guide but that's not the language that the district court used i'll just go to a six again quote in the middle of the page the left set forth in the second sentence is a subset of examples of the i p g application generally referred to in the first sentence which are covered with a primary purpose of the application is to provide descriptive information right you're very familiar with that sentence that's the sentence i'm focused in on like a laser beam let's talk about that sentence sure what does it mean to you when it says if the primary purpose of the application listed in the second sentence is to provide descriptive information so many of these things like tuning doesn't do that so what is the district or getting at tuning is not part of this is the word tuning is although it's in the license it's really out of the life it's not out of the license it's covered when the primary purpose test is satisfied if tuning is provided as part of something satisfy not test that is as part of a program and it is covered is tuning independently covered probably not because it probably doesn't satisfy the primary purpose such i think we're getting held up on a misconception that roe v has been pressing now this language in the second sense does not listing things here you know if we had a field whose definition was the up cars field means motor vehicles the primary purpose of which is to provide ground transport for people such as motor vehicle shall include roof racks bike racks air conditioning cup holders that's have a long list of things the idea here with that kind of with this language it's just it's the same it has the same purpose the idea of such language is that yes there's all this stuff that doesn't  primary purpose but if it's part of a motor vehicle it would be covered within the car's field if it's if it satisfies that primary purpose test the same thing applies here i do want to know for the court that the district court had two independent grounds for  interpretation the first of course is that there was only one natural interpretation none of the other interpretations that roe v offered were held water and so there was no ambiguity but there was an independent ground there too which is that if the contract is ambiguous we can look to the extrinsic evidence and that's dispositive to the district court held that that extrinsic evidence in the worst records do that on summary judgment yes it was presented with the full record with remember there was a trial in the georgia case a fully developed record about what the parties intent was and that trial to put it mildly was disastrous for  negotiators of both sides expressed the interpretation of that second sentence and they were in complete agreement with the are you talking about the portions that were quoted in the district court's opinion yes your honor but the parties entered the full record that they considered relevant from that case all the extrinsic evidence was there and the district court pointed to the testimony of each side's negotiator and here's the testimony  the second sentence was intended to convey that there could be a very long list of features and functions that a guide could provide and that guide would still be within the field of use as defined here so as long as you had an application that passed the primary purpose test there's an interactive program guide and you can through that interactive program guide use a lot of different interesting features and functions that that's their interpretation and that's the interpretation that was rejected by the district court no that is not their interpretation and not the one that just rejected their interpretation is that everything in the second sentence is covered as part of the field scope now i think they are backtracking away from the position they took an absolute sense in the district court they're backtracking saying it has to be connected to the use of a guide now there's that is not only negated by the language of the contract it's not supported there's nothing in the field language that suggests things connected with a guide recording i mean now that's starting to sound a lot like not just being able to see interactive screens informing you about different features but it's actually about controlling the equipment that  bles those features that's right that's entirely covered the guide is convert it covers point but we're talking about slightly two different things because there's arguably a reading this is robi's reading is that it's not just looking at those little display screens on the t v and clicking through interesting display screens it's actually also triggering the functionality of the different choices that are available on the screen whether it's recording something whether it's tuning the t v to a different channel that is something i think you're disputing right let's look at the language  you disputing that we are not but i think we are not disputing it and that's not actually their position that's the thing so the field language covers allows for the control of equipment of consumer equipment that does the viewing and recording and so on life yes ok so therefore someone can use an interactive program guide under this license to not only access a whole bunch of different functions and operations listed in sentence two but actually use those operations and functions if i understand right let me so you can control external stuff you can access external applications program guide itself may have code that calls upon external functionality that calls upon you know stuff that's in the air other programs other hardware that sort of thing it can it can call upon that stuff but that other stuff outside is not covered so with may be covered it's the the language who reads the primary purpose to provide descriptive information it seems to me that whether you look at the list of items as he the functions or applications that they all provide descriptive information but some do more than that so when when they discovered if if if if the limitation in the contract is for that primary purpose it doesn't say the only purpose right now no the idea is a program guides primary purpose is of course to provide descriptive information you can have a lot of other getting one done i mean if the context is primary purpose it doesn't say the only purpose all right then it says here's a list of what's covered in the primary one thing is that it's got to be the primary purpose descriptive information that's not the only purpose the list is not listing what is covered is not a listing examples of things that are in the scope what is in the scope is program guides if a second signs were intended to be a list of court interpret this to be applications not features the point of the district court's opinion is that the second sentence doesn't provide extra scope everything has to satisfy the primary purpose test if you have an application satisfying that do you  find that the district court interpret that to mean applications and not features shirt that the district court multiple times on a five talks about those as features if you want to talk about them is applications which you can they're subject to the primary purpose test now what will be covered is a full featured guide that has you know all those features and more that would be covered because that guy does still a program satisfies the primary purpose test but is a piece of software that doesn't provide descriptive information that just provides video on demand outside of a program by covered absolutely not say we do say that all of these items on the list paper can go but you know the user profile would you say that the primary purpose of all of this is to provide some sort of descriptive information but now there's something else we could do something else or could be a secondary but the primary issue provides sensory descriptive information that the stuff in that list is not providing descriptor from information is those are features that a guide can provide and still satisfy the primary purpose test because it's provides a guide that is not just what i'm saying that is what both sides negotiators so even if this court finds there's an ambiguity it's already been decided there is no interpretation other than the district courts because the testimony below said that this is describing features of the got so the second sentence is not describing things that are covered outside of a guide it's covering things are i then this license wouldn't cover the actual connection of a phone call that's the idea because all i have is that toy all know your honor what you have is a license to a exclusive licenses to video on demand and personal recording because they were considering branching out and develop developing their own set top boxes with such functionality and they have that once so the district court didn't address one but what is your because it expressly distinguishes between controlling the outside equipment and giving a license to that recumbent that is doing the recording and the and so on and also the third sentence negates that interpretation as well the third sentence the court did have you know one paragraph where it cited a couple of snippets of testimony but under delaware law it's improper to construe the contract you know with my reference to extrinsic extrinsic evidence when the court f term it was it was unambiguous which is what it held so and there is a lot of extrinsic evidence that that the court did not account for in that and i would just say i mean one classic for these features to be included me i p g field it or not to provide descriptive information related to leverage in radio programming isn't that right this is p m s he's general counsel sure most of them can't so that's just in direct conflict to the court's ruling and also stout i also know that this idea about what is included or what isn't included and and maybe it includes actual you know and i p g are the core didn't read these features out of the license i think all of that is you can tell that's wrong because what the court held on summary judgment and what it said was there is no accusation of any i p g functionality in this case but there's no dispute that there was an act and there was accused tuning recording video on demand and pay per view and there wasn't there was a program guide involved but the court didn't ask b he is arguing is that there's the remote control interactive program guide and then there's the set top box and then everything you're trying to cover goes beyond just the remote control interacting with the screen and the interactive program guide you're also trying to get into all the technology that's in the set top box i think the answer is that we're trying to get into the technology involved interactive was loaded it didn't record it directed the set top box to record so it it really makes no sense to think that the parties intended somehow that you could control recording but you couldn't use recording