morning your honour's the may it please the court that lists each reversal of the judgment on its research contract claim based on a single legal question and the party supply agreement prohibit diablos undisputed use of would have at least initially you had the district court on your side considering that contract much like you wanted to be considered yes your honor so why didn't she you either move for partial summary judgment with respect to the you that the trial court went back and forth with you about whether extrinsic evidence was necessary or whether the contract could be construed as an big us the court was inclined to say it was an ambiguous but you never said to the judge judge instruct the jury put it in the jury instructions and instead you just try the case wide open to the jury and allow the jury to interpret the contract so why haven't you wait any ability at this point to argue when you have undisputed facts and you simply need to apply something that is a pure question of watter those undisputed facts the court not just the district court but also the appellate court may decide that issue as a matter of law netlist is not challenging the dish or courts are going to instruct the jury on a particular contract interpretation on appeal rather what netlist is challenging on appeal is the district court also a set of undisputed facts when you apply this legal principle to the undisputed facts the only proper result here would be in this case judgement for a netlist on the breach of contract claim the fact that the jury reached a contrary decision does not prevent this court from ordering jayma because under both this court's precedents and under california law that the question of the interpretation of a contract where it does not depend on the credibility of extrinsic evidence is only as a question of law for the court to decide sometimes that question is decided on summary judgment sometimes that question is the side in the jury instructions however there is no law that we can't wire and  here in addition to the construction that was caught in the preliminary injunction proceedings there were repeated invitations to the dish or court to construe the contract as a matter of law but for purposes of this appeal it it's not relevant whether such requests for me or the form in which such requests were me because it is always proper where there's no extrinsic evidence at issue and therefore no fact relevant the contract interpretation that the jury could have decided to say to the court afterward your honor we have undisputed facts that emerge on the record at the jury trial we have a contract here which the court must interpret as a matter a finding of a breach as a matter of law here are found in the supply agreement between the parties first on appendix page a forty nine nineteen section two each two contains a limited carve out isolation devices are not included in the definition of the diablo standard register rather they are separate devices that are separately identified in the definition of the net which chipset isn't the whole point though of this agreement implementation of the chips that was something that necklace did not do and wasn't capable of doing yes your honor net was is a fab a semiconductor company and they were looking for the album to actually inscribe a manufacture exactly what we're saying because there is one thing about the chipset in terms of a physical device that the album was allowed to use and that was the standard register as defined in section one section seven which is the third r contractual provision also gives the other rights to the implementation of the net was chipset in silicon because the yobbo in the process of that would be using and possibly creating techniques for actually chipset i think if i understand it right involves multiple components in isolation device and the standard registers that right that is correct your honor ok so if i say you're not allowed to sell t v s are you allowed to the reason your honor is when you read section two each you as a whole and in conjunction with section seven what we have is an agreement that gives the alba rights only into things and the remainder of those rights were reserved to netware so we see that section two each two says specifically that quote the album shall not sell or manufacture any device constituting i don't seven now are you on your back and to your honor yes we're or manufacture any device constituting the net was chipset so that raises the question of what does the word constitute mean here and sometimes constitute does mean be the equivalent of sometimes your honour's constitute means being one of the parts in the sense that a bicycle may consist of a frame a pedal a chain and wheels and those four devices are devices constitute  question was presented to the jury and the jury ruled against your honor the questions of contract interpretation here are purely a question of law and therefore they are not questions that the jury itself may resolve the court always has the ability as is the case a study in our brief shown to me after the verdict give a proper legal interpretation to the contract and then apply it to undisputed facts but that you have to but you have to be in a situation where the contract noton you know the contract couldn't be interpreted in any way that would allow a reasonable juror to rule in your favor and that seems to me to be a hike to make these determinations so you can't now after the fact get away from that the fact that these are all intertwined you can't simply say only this again be decided as a matter of law unless you can core to interpret the contract before the trial there was some dispute in the party's post below about whether netlist has specifically proposed a concrete jury instruction  containing that interpretation but there there are numerous examples where in other forms netlist had asked me to support you interpret the contract in the district court me clear i'm not going to do that i'm not going to tell the jury how this contract is in whole and that's the problem with the exact legal construction you're asking for for the word const to your honor i would not say that a pedal constitutes a bicycle i agree with you about that but i would say that the pedal is one if the fully enabled so if they use something that has the technology disabled or not enabled then then you don't that doesn't constitute net less chips that even under your analogy enabling someone to write it down straight that the destructor honor but there is one more portion of the contract that resolves for us this question of whether any device constituting the net was ships that must mean the whole thing work in m component and that is the carve up here provided that the album will be allowed to make has me use design manufacture distribute and sell to any third party that the op was standard register the other standard register it is merely wasn't using the whole thing in that your honor shows why this contract means that the ol bloke was not a while to use the isolation devices which were one of the devices constituting the netlist chipset for anyone other than that  cue tell me why he isn't right about to eat to what is your argument about to eat too in particular viper he left off when he said look the word constituting might be confusing but if the word constituting didn't allow for the consideration of the individual devices that make up the more chips that then there wouldn't be that providing language afterwards that language would be completely superfluous consider the same factual dispute with a much fuller record and found in favor of the album and the district court on jame all concurred with the jury found that in fact the hour presented substantial evidence on the factual issues a separate breach of contract claim that is not on a feel contain an instruction that say if you find for the defendant on for the first question you don't have to you can skip the question for it was not done in the verdict form for the breach of the is not an express stop sign a district court should disregard certain jury answers a special verdict in iraq the tories as superfluous examples of that are that sure won its case from the third circuit as well as the quote that conduct and the jury answered no and then actually went on to run through an express stop sign to put in a zero dollar answer to the damages question in question seven when it shouldn't have your honor once the jury found no reach it could not have found that netlist was harmed by quote that conda because the breach is the only thing that that conduct could refer to and the fifth circuit decision in car explains why it is it in a situation like this you would need to remain for a determination of harm and fourth and final your honor the supply agreement is not just a license it's a supply agreement with affirmative obligations the album breach them here and that was ask the court to reverse i will thank your honour's is very impressive