brings together about a half a dozen basic contractual interpretive principles with the usual final exam twist and the twist is this that there are two contracts in this case delivered to all of these appellants on the same day signed on the same day and therefore we all agree that the contracts have to be harmonized have to be construed together so the question in this case is whether judge hilton correctly granted summary judgment for the appellants concluding that essentially the hourly pay terms of an offer letter controlled over the contrary arguably terms of the foreign travel letter that summary judgment was wrong and this is why the foreign travel letter which is the second of the two documents conveyed in the same day signed in the accepted on the same day specifically says that it's very beginning this document we agree controls the terms of your deployment overseas and among other things with the foreign travel letter says while overseas use your base weekly salary will not change and the same salary you know come back to that but the foreign travel little also sets out a number of other things that are specific to service overseas not just different insurance benefits not just different hardship pay which applies whenever someone is lloyd outside of the continental us not just danger pay which someone gets if they're in a war zone the foreign travel letter also contains something that i assume you picked up on both in the briefs in the joint appendix which is called a monthly pay differential and if you look at the monthly pay differential and you read this thirty be six deponents description of what it's for the monthly pay differential keys off of the level of effort that the u s employees expended while working overseas and specifically the monthly pay differential and this is at page four seventy one of the joint appendix and again at page five ninety nine and six zero three that pay differential was specifically intended to make up for hours worked over forty hours a week letter to the base weekly salary which everybody agree uses forty hours times the month the hourly wage plus the pay differential which is fifty percent of their salary plus hardship a receive while you're overseas plus danger pay if you're in a war zone and then stack on top of that an additional week at an additional hourly wage so it's not that what the appellant's are essentially trying to do is not to harmonize these two documents not to duncan the foreign trouble or certainly does as you say supersede aspects of the offer letter while they're deployed overseas among other things i mentioned that the insurance benefits that you would get when you're an employee of computer sciences corp deployed overseas are different from the benefits that are specified in the offer letter that would govern if you were employed stateside so certainly for certain purposes judge duncan the foreign travel at are essentially trumps but that doesn't mean that we're not trying to harmonize it because of course  i'm unwilling to take that hourly rate that is specified in the offer letter because that's what translates into salary so for example george michelle's offer letter specifically says here's your hourly rate it's thirty two dollars and change that amounts to a sixty eight thousand five hundred dollars salary well that's the base weekly sourwood and it just say no i mean this could have been your best your argument i didn't say that i think a couple reasons judge biggs and i here i have to speculate so i hope you'll forgive me but but first of all we know that the fair labor standards act doesn't apply overseas so the concept of over time as we understand it states states doesn't apply the second thing is when it comes to service in kuwait for a government contractor a eighty four hour week is actually standard time so that's why these folks aren't asking essentially for hourly pay plus time and a half for overtime as they would if they had been employed in the u s working in the u s and billing hours or forty they're asking for straight hourly pay for every single hour they work but they're asking for it essentially stacked on top of all of those you could but if you if you look at the depositions in the record of our thirty b six deponent whose names barclay and the deposition of noel cam what you'll see is with respect to this particular job which is called task order nine in contractor speak task order nine pay differential was specified as fifty percent of the salary and you'll see that actually i think not in rich shells foreign travel letter but in the foreign travel letters of every single one of the roads appellee out if you look this question which was also my question is that the manager has the discretion not to give it at all the manager certainly does i think by the terms of the foreign travel letter have discretion not to give a monetary differential but my only point in response was in this case where you've got employees working on this particular task order for these particular hours the monetary differential was fifty percent of their base salary so that's why for example if you look at michelle's offer letter and so sixty eight thousand five hundred dollars annually you'll see at some point later in the briefing in the joint appendix that mr michel was actually paid on the order of about one hundred sixty two thousand dollars a year and that's because of the foreign travel letter that was his base salary plus the pay differential plus hardship plus danger plus pretty and so forth could i just clarify i'm still a little unclear about how you see the relationship between the offer letter and aren't travel you're not saying are you that they are independent no i'm not and you're saying that you get to the foreign travel letter and ignore contrary language in the offer letter under certain circles i think i think for the most part that's right judge duncan maybe the way that i would put it is we as i said at the beginning we all agree that we've got to find a way to read these two together and there are aspects of the two documents that simply cannot post against each other you don't get the same benefits that are specified in the fifty two weeks and forty hours oh i think it can just jump in but that's but that's sort of a point is that when you have the hourly rate that is annualized that's that's what's called the salary and everyone agrees if you look at the  agree and understand that when you talk about a base salary whether here in kuwait you're talking about the arab the rate times forty hours a week times fifty two weeks a year that's your base salary you're telling us that these two things these two offer letters should be reconciled should be read to gather how the world would in lawyer know however you're also telling us that song all things are specific to the travel and  we'll take some from the offer letter how would anybody how could there been a meeting of the man's on this that that's a question that we raise as well as you know if there was that much divergence between what the computer sciences recruiters and employment folks understood this letter to be saying on research with respect to foreign travel and the salary and what these employees understood that there was no meaning of the mines because salary term is an essential received on the foreign travel letter i don't know that the court you know you better position right well judge diaz in fact if if we were to look just at a straight hourly wage and you can find this i think at the declaration of brooke in the joint appendix if you look just at a straight hourly wage for these folks they actually got paid more under the foreign travel letter than they would have under a straight wage so but in response to judge biggs's question i think the answer is you would look at a couple  specific textual tells us one of them is that it says at the top of the foreign travel letter this governs our agreement when you're deployed overseas these are all the terms that are going to govern your work and one of those terms of course is your base salary won't change so essentially that's where you do borrow judge doc and the hourly rate that gets factored into the base salary but then when you're brought overseas you're paid a salary you're paid all sorts of uplifts they're called like the differential in the hardship pay that we've talked about that's how they would understand but in response to your subsidiary point you're quite right if there wasn't a meeting of the minds on this i think then we have the problem the judge vs identif but perhaps before we get to no meeting of the minds and what we maintain is a pretty unambiguous clear way to read these two contracts together there's also the potential for an ambiguity now what judge hilton did was he looked at these two contracts he concluded that they plainly required payment of an hourly wage on top of all of the salary and uplifts the foreign travel letter and then he said but even if these were  i'm going to apply contra profer rent i'm in there for computer sciences loses because computer sciences was a drafter the problem with that is we explain our brief is that contra profer renton is essentially like like sudden death overtime it comes into play  when the all of your other evidence is essentially in equities and you don't know how to declare a winner because contra profer wrentham of course does declare a winner essentially if it if a document can be read two ways it's construed against the drafter that's why as we point out our brief with respect to florida law this is a doctrine of last resort and the roads of pelleas are actually quite candid in agreeing that with respect to contra profer rent m yes doctrine of last resort in florida and they say at some point in their briefing were genuine doesn't use that same phrase but it essentially gets you the same result is what virginia law says is you use contra preferential of all of your other tools of evidence of failed so the problem with what what judge hilton did here was that he simply leapfrog all of the parole evidence that makes up your massive joint dependencies in this case and he went right to contra profer random so even if at the end of the day you can't find your way that he should have used what he should have done was to take into account all of that girl evidence that we offered about the way in which these recruiters approached these employees what the employees understood when they understood it which is part of our acquiescence argument and so forth so for all of those reasons i think if you conclude that these documents are susceptible to two reasonable readings if someone could look at it and say i think i'm still being paid an hourly wage despite salary differential and so forth and if somebody else could look at that and say well of course salary means salary and you get all of these other up with some top of that when you're deployed overseas q e d if those are two reasonable interpretations then we go back to judge hilton for him to do the kind of examination of the parole evidence that he should have performed now let me say one word on the acquiescence of a few words before i sit down and this of course goes just to damages doesn't go to liability but it was very clear to these employees all of them within a matter of weeks or at least a few months after they started working overseas that they were being paid a salary because their paste upset south so this isn't a circumstance as is sometimes the case in wage cases where you can't tell from the pace of face of your paystub that there is some discrepancy in what you're being paid for example it was very clear to these appellate pelleas that they were being paid a salary that's why they started asking questions about it and when they were told you're overseas employees and therefore you're paid a salary that's how this works in the government contracting business so they were doing it on it is to challenge what they see as an differential was to quit i think there probably would have been and  i'm not aware of what the specific administrative processes were and i know my time is up and i can finish my answer yes i'm not aware of the priest specific administrative processes but they certainly didn't they didn't pursue any other kind of grievance they didn't launch an objection and then continue to pursue it they said want to say salary i thought i was getting paid hour and they were told you're getting paid a salary because you're an overseas employee and that's why you're getting all of these other benefits as well and they stayed and she knows that the she have to quit to challenge the inequity i'm going familiar with this theory in the context also you know judge duncan i don't think she would have to quit to challenge the neck with you i think there probably is some middle ground which is what i was referring is some kind of grievance process that you could you know such you saying there will be it goes back to defeat as this question what's the point of a statute of limitations i think the point of a statute of limitations comes into play specific particularly when somebody doesn't know in the face of her paystub that she's not getting paid what she should and then it runs of course now we know from the time that she discovers it but that's not the case in this case with respect to these a pelleas damages is a pelleas all understood within a matter of weeks or months that they were getting paid a salary and that that was how it worked overseas and then i got it over with patient argument i don't think we made an argument we might have lodged as a defense on our answer but i don't believe we made an independent argument below but one last point if i could quoted the foreign travel letter as saying that this letter controls or governs the circumstances applying to deployment what it actually says is this letter confirms our mutual understanding regarding your deployment i think that's an important distinction because it creates there is no ambiguity that these documents must be harmonized together it confirms an understanding as stated in a contemporaneous document which has to be harmonized and we think as judge bolton correctly found is easily harmonized with the foreign travel at or understandably so because of the consequences c s e is trying to create factual ambiguities here where there just are not is are two very claims now that that was a coding error but they were paid their pay differentials that cetera and in addition to an hourly wage for all hours work which of course in being paid that did not change their base salary their base salary remained the same there are all their other benefits could be calculated their uplifts etc while their base salary remained the same even though they were paid an hourly rate for every single one of their eighty four hours a week so it's difficult to say what c s c intended i do believe that it's clear that saying thirty three dollars an hour sounds a lot better than sanctity of dollars an hour when you're trying to convince somebody to go over and work in one hundred or two other in a war zone and if what they're saying is true that they somehow intended it to relate to an eighty four hour week instead of a forty hour week you're talking about a fifteen dollar an hour rate or maybe even a little bit less as opposed to what they actually were packing so it was at the very least this ingenuous to list a thirty three dollars an hour rate when you never intended to pay thirty three dollars an hour the thirty three dollars an hour term is easily harmonized with the only statement in the offer letter that relates to actual compensation for hours work which is the base salary and all that says is your base weekly salary will not change as a result of this this line well will not change from what it has to be what's in the offer letter there's just no other way to read it and to say there were one hundred other ways they could have phrased this they could have said you will only be played pager base salary plus uplifts and differentials etc they could have put in the contract th differentials were meant to cover additional hours work if you look in the thirty six testimony i don't have the india fortunately if you look in there you'll see it does not say anywhere in that that testimony  it specified that that was somehow to make up for an hourly rate wage because as as you have correctly pointed out that amount was completely at the discretion of the manager and we are not arguing here somehow that there should be an extra territorial application of the f a say or that over time had to be paid the f l s a requires payment of an overtime premium we're just saying payment for all hours worked you set an hourly rate you didn't have to say an hourly rate they could have just said this is your salary and use the word salary not base salary base salary has a very very particular meaning that is different from a salary my paralegals get paid a base salary and they also have an hourly rate they get paid for their hours over forty and their base salary stays the same our law firm is enterprise covered under the f l essay but if we were not enterprise covered and i did not pay my paralegals for their hours over forty at a regular straight hourly wage i would certainly expect that they would sue me for breach of contract for not paying them for all of their hours with respect to i think that because there is no ambiguity there we never even get to any of the judge bolton through and as many courts do as the eleventh circuit did in us but at the very least the fact that they paid certain employees for all of their hours while they worked over there the fact that mr rachelle himself has averred that he intended to be paid an hourly rate and  o address their acquiescence well under florida law to the extent that the court acknowledges that the doctrine of acquiescence exists i was not comfortable and our brief just saying that that theory should not exist because i elements and that is a modification notice of that modification and acceptance of the modification and they haven't met any of those i want to answer under florida law to the extent that this can be applied so first with respect to modification are thirty six witnesses denied that any modification other than mr michel receiving a raise to his salary occurred and he specifically stated that that raise left all other terms of the offer letter in place but that didn't change the terms of the offer letter other than that he denied there being any other document that modified the contract in addition what they're essentially saying is that the breach was the notice of the modification that in breaching somehow met mr met mr michel should have become aware that that the contract had been modified and that's just not not not with that arc from the wires in addition a paystub under florida law is not sufficient notice of a modification and they've been arguing this entire time that there that there was no how to fix a shoot out of the contract even in their brief they say if there was amount of modification which we don't concede it seems to me that the very word modify require some pollution to modify something and they don't acknowledge that they even did that so how could they have even noticed something they don't acknowledge they did finally with respect to acceptance they say that he sort of made it sound like people complained very early in the process about not being paid a salary mr richelle averred in the record that while he wasn't he didn't the pay didn't seem to be right to him he didn't look at the particular categories of pay in his pay stub and that in not looking at those particular categories of pay because different contractors categorized paid  didn't realize until he saw that people were being paid at an hourly rate for all of their hours and were and in doing that were making twice as much as he was making and also when the  sent replacement foreign travel letters and i think that's very key when c s c wanted to make a modification when it realized it had this issue it knew how to do it they created a new foreign travel letter and sent it out to everybody once they realize they have this problem that's how you i mean we don't acknowledge actually that that is a proper modification of the contract either for reasons that aren't aren't before the court here today but to the extent you were going to modify a document they knew it wasn't through in terms of the meeting of the minds which i believe we have briefly they've also not met any elements under florida law to say that there was no meeting of the minds of florida law is very very clear on this point it's not about it's not a subjective test it's not about what the parties meant about what they said the parties agreed to the same document there was a meeting of the minds all the time it happens that people then disagree about what terms mean but as long as we're not talking about two separate documents there is a meeting of the minds the one case they cite where an ambiguity created not a meeting of the minds was the king the break ace in that it was a case for specific performance what was pretty clear that in cases  specific performance we're going to have to make somebody do something maybe you have to have maybe it's a slightly different standard but that same court came back later in a later opinion and said when you're talking about a contract for damages or case for damages which this is much less degree of clarity is necessary respect to meeting of the minds further their argument that it goes to an essential term i think is wrong because all the essential terms are in there it's not that there's a disagreement about whether he would be paid at all the disagreements about how much he would be paid that happens all the time we have several cases you just finish my sentence we have several cases in which essential terms were disputed such as payment of rent in a rental agreement payment of attorneys fees and the may vs sessoms case which i think we all agree is important and that the court was able to interpret that and didn't find that there was no meeting of the minds i have thank you this is a simple case judge hilton saw it as a simple case they complain about the fact that it wrote a real short opinion well you didn't have to write a long one because when you're offered thirty two dollars an hour you know there's not much way  that many ways to construe it other than thirty two dollars an hour and so it is a simple case there that there were two letters in fact also missteps and also make the argument that well we're stacking these letters they got well we didn't stack them c s e stack them they sent him together to all of the plaintiffs in this case they sent one letter that was an offer letter at thirty two dollars an hour by mistake there was some other language in there welcome aboard a kind of general language but the operative term was thirty two dollars an hour they also sent a second letter at the same time all the foreign travel letter and this included some fringe benefits and they call them up lives or extra pay and there was one for differential pay hazardous duty pay danger pay now we're gets a little interesting is that all of those are based on a salary and they say oh depending on the discretion of the manager we're going to pay you a percentage of your salary in terms of those fringe benefits now as far as the roads point we that is not a challenge issue nothing under the foreign travel letter is an issue in this case they never contended they weren't properly paid differential for the hazardous duty pay are any of  it since that was paid at the discretion of a manager and it could vary it didn't make much difference to them they have never made an issue in this case that they were improperly paid under the foreign travel the only thing they're complaining about is the other level and that's simply said thirty two dollars an hour now c s e makes the argument that if i give a used language in their brief that the foreign travel letter trumps or overrides our supplants in fact in the oral argument today they again use the word one controlled the other as ms murphy pointed out or in travel letter doesn't sa simply said you're overseas in afghanistan you're going to get this extra pay they also make the argument in their brief that if you're in the united states you get the offer letter the thirty two dollars an hour and if you're overseas then you get those french benefits there's nothing in the record that supports that in their briefs and in their arguments they come up with this argument about one was applicable to domestic work and the other was applicable to overseas work that's simply the argument of counsel there's nothing in the record to support in this case the reason this case is so simple i think it's a little simpler than  respect to the road points it simply says thirty two dollars an hour now it's very difficult to argue before this court the thirty two dollars an hour really means fourteen dollars an hour but that's exactly what c s c is doing with challenge them show us in those contracts where you can construe the term thirty two dollars an hour i mean fourteen dollars an hour it simply can't be done now below in the district court in their briefs they are they had two arguments and they said well you know we just we took that hourly rate of thirty two an hour and we converted it to a salary and there's no basis in the contract that would allow them to do that but below they argue well you go on google google scott some formulas where you can convert an hourly rate to a sour they also said that the industry stand converting an hourly rate this hour is do it based on forty hours significantly they don't repeat those arguments in this court today the only justification for their claim while they  are construing the contract the fourteen dollars an hour is that that's what we paid point you know they eventually realized they weren't getting thirty two dollars an hour and they didn't comply or they did complain they admit that but they didn't quit and he gets into the argument about we has us and if they didn't quit did they acquiesce as we pointed out in our brief acquiescence is a defen unknown to the law of contract it's a phony defense it does not exist in their brief they relied on cases where i've already you know laterally a man's a contract they did that in this case eventually when the problem came to light they didn't talk about acquiescence they called everybody him and it's going to you're going to cite if you want to continue working here you can assign a new foreign travel letter and that foreign travel letter specifically said you're going to get thirteen hundred a month salary we haven't asked for anything images after that point we understand they fix the problem but we're talking about is this is a set and that's what they should have done you know from the get go and out of some of your honor's questions asked about you know what tell us why why didn't we just fix this in the beginning you know if you're going to pay somebody fourteen an hour why don't you just put that m off you know and be done with it and you know mis steps and was allowed to speculate as to their reason and i'd like to speculate as well you know i don't think you could get people you know to believe their family for up to a year at a time go to work in a remote hot dangerous place on the other side of the world and say we're going to pay fourteen bucks an hour it made it a lot easier for them to say it's going to be thirty two bucks an hour and or in order to be able to recruit people to do the kind of work they were doing now thanks our time is about out i do want to address one point and that is the choice of law question because that's unique to the roads p so we all agree that mississippi law the choice of law under mississippi law controls escapes that's what the district court held mississippi follows the restatement section one eighty eight one eighty six section one eighty eight talks but geographical considerations place of the negotiations place of the contracting residents of the parties and other factors like that let me just call out those locations i would like for the court to listen to how infrequently i mention kuwait in terms of the place of negotiating with the plaintiffs was iraq afghanistan texas one was in kuwait as far as c is c all of their negotiating was done at their headquarters in virginia with respect to the place of contract again iraq afghanistan texas texas kuwait that would militate in favor of kuwait is a location of the subject matter it's only one final fact under section money is where the contract was proposed for the plaintiffs for the most part performed in kuwait some did some work in iraq and also afghanistan but not much but as a district court noted all of c f c s performance was done in virginia and for if you just do head count clearly kuwait is not the center of gravity there are a lot of geographical locations of have some gravitational pull on this case but the only place it's really the center of gravity would be virginia and the district court correctly apply the law in the final fact it mississippi follows section one eighty eight of the primary consideration also section six of the restatement secondary one of the secondary factors is thank your honor just a few quick points the first point is when when you have several folks coming at you and telling you that this these two contracts when read together unambiguous that suggests that at the very least there is an ambiguity when there are two reasonable interpretations one of them being that the salary carry some weight here and is titled the significance and one of them being the average of the rate wages sensually overrides that the proper approach then is computer science is intended that they get paid hourly stacked on top of everything else and she said well certainly it was because they had about a dozen employees who were paid hourly here's the problem with that it joint appendix four seventeen we  point out in thirty six deposition that those twelve employees were eroni asli coded and that we actually we c s c had to pay the government back for every hour that we miss build the government foreign travel letter says member the offer letter didn't change the offer letters still talk about an hourly wage what the foreign travel letter now says is your base weekly salary will not change that's the same and then it says your base weekly salary is x and it's got the number so basically all the new foreign travel letter did was the mass everybody agrees that the rest of the letters essentially stayed the same so the idea that that could be an end would be a pretty significant change because as the foreign travel letter now states the base weekly salary has nothing else to refer to then the office understood judge duncan but everyone everyone agrees and understands including in the briefing below and in this court that a base weekly salary is based on a forty hour week so the question really comes back i think to the question the judge is if if people really are struggling this much and if judge duncan there really was a lack of clarity about that early foreign travel letter such that it was ambiguous what did see in c n c s c intend c s c intend that folks be paid an hourly wage on top of all of this now of course they didn't on the pro level shows as much but i want to make one last point it has to do with  art and what it essentially refers to is your annual compensation exclusive of bonuses exclusive of in this particular instance with these with these employees the kinds of monetary differential and and hardship paper d m transportation housing all of those things in the usual case when you're looking at stateside employment you talk about a base salary plus a bonus so for example law clerks are paid to play paid a base salary they don't get paid hourly over forty hours a week they just get a base salary if that's their come up they get benefits which have some value attached to them but that's not part of their base salary but here that the base salary the idea and i do need to correct this unfortunate misimpression the idea that these employees were paid fourteen dollars an hour when they were working overseas is false and it goes back to judge diaz's point earlier what these employees were paid once you add together their base salary the fifty percent salary differential the overseas pay not have to which they which they did not have to receive in the foreign travel letter but which they did salary and salary i think is just it is just that in the in the usual course when that term is used it's a labor law term of art and it means your annual compensation doesn't mean your bonuses or your benefits or in this circumstance the kinds of uplifts that were applied but if i can just return to the last point i was making judged on and once you add together all of those things and this is what i said to judge diaz earlier when i was comparing straight hourly pay versus everything  employees received over thirty seven dollars an hour if you can and i'm i'm taking exception to your premise that you get the benefit of a factor that's purely discretion i see judge talk and if i may just on that one point because i think this is important on this record there isn't as a matter that they did receive it but that doesn't aid the analysis but i think judge duncan it does in this respect each of the on the roadside had it specified in their letter what their differential and rachelle doesn't contest that he too received a fifty percent differential so for all of these folks it wasn't just a promise it was delivered and these