six his best efforts obligation without an express statement in the contract to that effect the supreme court this court and the new record of appeals of all held that contracts are interpreted as effects that clickable statutes and other laws that the next have been expressly incorporated into the contract to act as a result the supply agreements must be read as if u c c to destiny or six is part of the four corners of the supply agreements the new york court of appeals anderson on the u c c will sit on contracts in courts all across the country all agree that an express statement is required in order to opt out of a background law church and dwight cites only three cases in which courts found a u c c opt out gerard versus a movie eastern electric versus se birds and event is environmental versus scott in all three cases the contract is you can change an express provision that contradicted the u c c if an express opt out is required here i think that and almost the entirety of this case because even church and dwight does not argue that the supply agreements contain an express opt out of the nd you agreement that the parties actually reached in this case was identical to the u c c the parties actually agreed the church and white would purchase pregnancy test kits exclusively from scanty bodies while the supply agreements were in effect and that's obvious from the negotiation history church and dwight demanded of me to release in its initial draft that gave it the right to purchase pregnancy test kits from rd parties while the five year agreements were in effect on ten days notice church in two i countered proposed excuse me again to bodies counterproposals the church and dwight purchased ninety percent of its p t k requirements in church and right during the scanner bodies couldn't match the lower price apply or the church and dwight had to terminate the contract on twelve months notice so in other words the church and i could switch to the lower priced provider but only after a twelve month notice percent provision would have guaranteed scanted bodies purchases of approximately one hundred and thirty five million dollars caskets that's ninety percent of church and white requirements over a five year period the term that the parties actually  release provision why is that evidence not so strong that no reasonable juror could find the parties agreed otherwise well i think the case law is quite clear  particularly the case also anderson on the u c c wilson conduct the other cases that we cited if you're going to opt out of the u c c it's got the opt out it's got to be within the four corners of the agreement and i think god is the threshold question so i don't think the parole evidence could ever be sufficient enough but i also think that the district court erred in its determination with respect to that r f p evidence what happened with the r f p was that we agreed to reduce our prices in exchange for a longer be to release clause and we said in the actual bid the media release was our security with the business that's an exact quote and church and white understood perfectly what we were provision was what was offered us the guarantee in the business and it was in effect a twelve month guarantee and church and right internal communications where they say we understand that they want a longer view to release and that's a ph i believe sixty eight they confirm that they also understood that the media release was our security with the product the other i mean i think the most telling piece of significant evidence of extrinsic evidence about which there is no dispute is that when it came time to negotiate the  nd of the two supply agreements which was the digital supply agreement our bid stated quote f l i will be guaranteed all digital manufacturing for c and d for five years same as current analog agreement and church and white accepted the exclusively from scant bodies during the entirety of the of the supply agreement such as roughly a four year period that's from two thousand and nine until the end of two thousand and thirteen and slightly over a four year period under u c c section two dash to our wa to courts are required to adopt any reasonable interpretation of a contract that's consistent with the course of dealing so if the court were to look at by agreement and conclude there were two reasonable interpretations of them  thank you your honor s l i is asking the court to imply obligations that the parties did not write into their agreement there is no language in the agreements that states or even agreements based on certain provisions that they say makes sense only if the agreements are requirements contracts but the position that they cite are inconsistent with an arrangement where s l i had an exclusive agreement with church and absence of that contingency it may not what it means your honor is that the choice is church and whites as to whether or not it is going to notify s l i that it has a lower bid d from someone else that is so run of the that that assumes that that reads out of the agreement the notion that church and white will from time to time place orders which is section five of the agreement the quantity requirements court previously noted the previous contract that was binding the tween the parties had a provision that required that church and white purchased ninety percent of its p t pit's from and so on during the negotiation for these contracts that was removed and church and dwight made clear that it was not going to enter into any sort of them agreement that had any sort of requirement and so that left the parties with a quantity requirement section section five that simply says the church and dwight will from time to time place orders and that s l i will provide quantities that are that are ordered from time to time by church and why under your interpretation of this contract could church and dwight have moved ninety five percent of its orders to another supplier without going through the meat or release provision and then required scan to bodies to produce a much smaller amount of kits at the same price under the provisions of the contract or on a church and why it could have selected to purchase from others and in fact did over the course of the contract earlier in the contract did purchase from time to time from others church and  poor point for me to release that provision means that if church and what chooses to notify a so on that it has another price from some other supplier that is lower then s l i can try to meet that that was simply asking for a manufacturer to make some of its products and churches white had made clear that it was not going to have any sort of an agreement that required any particular percentage much less all  that provision six dollars release c m d from a purchase order when s l i is unable to satisfy that order and that makes perfect sense otherwise under the agreement once an order is placed searching dr would have no recourse it would it would not be able to go to another supplier but all of this is a different question from whether or not there is an obligation on church and blood sport to place orders with s l i in the st place all of the evidence leading up to the signing record in that respect councils are simply wrong about that this is not a case where church and white agreed to a bid that was set by s a lot in fact those documents that the court examines a twenty two  different conditions so this document that counsel raised for the st condo the way on appeal and never put before the district court does not represent a did that was set by that was submitted you factor or sell that provision would make no sense at all if it were the case that this were a requirements contract because it would mean that all this allows us to do in order to essentially invade any aspect of church and whites the church invites business would be to simply say we'd like to add baking soda which is a big product of the church and why or we'd like to add trojan condoms which is another big product made by church which says that if church and what deviates by more than ten percent from an earlier production plan that's the law does not have to fulfill church and white order for that month that provision would make no sense if  contract because by its very nature it states that if there is more than ten percent deviation from the production plan that that is such a couple of months earlier s l i does not have to fill that were simply  if it's not requirements contract and release provision the repricing provision which is section four two point three the alternative supplier provision and the terminations provision let me just start with the discussion of the repricing provision  reading the contract i don't think they really answered this question from church status if they can move all you mouth side of the media release they could move ninety five percent of the volume and we would have to continue to sell them goods at the exact same price no one would ever enter into that agreement  certainly didn't enter into that agreement here similarly the language in the alternate supplier agreement states that they can buy from a rd party quote until such time as s l i can resume supplying church and light in a timely matter close quote if it's not a requirement contract and they're free to buy from rd parties whenever they want that phrase has absolutely no meaning whatsoever in the contract phrase that you just use the word product with a capital p even under that under that reading of the contract those parties still have abs complete now absolute freedom they can church and we can refuse to agree to a new price and say look with this new product we're not going to do it under the existing agreement we're happy to do it under a new agreement and that's in fact what happened with the with the nd supply agree in the digital the digital piquet's they did not just add a product to this agreement they decided to enter into a totally new separate agreement so church and wanted to buy half of some new product from us there is nothing about four  prevented the parties from entering into an agreement to that effect the reality is huge swaths of this contract would have absolutely no meaning if it's not a requirement contract the only other thing i'd really like to mention is the scr judgment everything when you read the actual text of their argument they had no argument whatsoever as to why they should receive some reject on this claim our opposition breached drafts that claim precisely explained why it's a successful claim why they hadn't