denied for a failure to establish a likelihood of success on the merits and that merits question really turns on an issue of contractual construction so in my national two minutes what i'd like to do is focus on on polish but on speaking in english of course after the initial twenty five years the agreement provided t v p and sci may extend its term by subsequent ten year period there was one thing in piece expert at a five o two and especially paragraph thirty t v p's own expert explained the enumerative use of the word and in this case and that is giving the example pete and emma visit painting extend the district court below said that was absurd not really with a rationale but purportedly because this would then extend a twenty five year term to potentially perpetual but there's really nothing factual or legal that makes a perpetual or potentially perpetual agreement absurd we recognize them all the time lawyers engagement letters with clients really have terms and yet we enforce these perpetual agreement t v p on the other hand is arguing you can hold me hostage to this contract well we're going to hold you or five years or fifteen and then that and that if it's and you say so i have i have a problem on both sides one of them being perpetuity which i think is a problem and the other being surplusage on the other side if you use the word and as a conjunction and both sides have to agree does render this complete knowledge the parties are free to contract but there's another reason why you can't read it in that way the lower court tried to give it meaning by saying well this is this provision can be read to make clear that you need mutual agreement but that's not what the provision makes clear the provision talks about ten years and subsequent periods and the district  it right out of the provision so i agree with you and in the conjunctive sense meaning do it together leads to a meaningless provision now you talked about or your honor nobody's arguing or i understand that the district court below erroneous li converted sci fi argument and means or what what the experts are saying and what is common in grammar and both polish and english is that you can use the word and in the end numerous listing who has the right t t has the right to extend an f b i has the right to accent and that's how we think you have to read this given that the other has terminations date it has a fixed term twenty five years that we can add ten hypothetically it could be extended right but even a perpetual agreement is in force given certain certain details in the agreement such as terminate terminations provisions which are here and also other provisions that allow renegotiations in light of really incredibly  impactful subsequent events but we don't have to resolve that term perpetual issue here the question is whether i can extend it this time and whether that contractual interpretation is correct now i didn't lose track yes or question which is obviously this motion was brought before the terminations the original terminations after twenty five years and we were hoping that by bringing the motion that deprived of this content pending this lawsuit and the issue is that when we initially brought the motion obviously there was a threat of harm to sci reputation and goodwill ability to make the continues to this day so what we're asking for on appeal is to review this denial of the preliminary injunction and if you were to agree with sci fi contractual interpretation and you had to get to the extrinsic evidence and that extrinsic evidence makes very clear that t v t v piece contractual construction is wrong because they asked to make this provision subject to mutual agreement and and that would allow sci to start distributing this again then to minimise its damages caused by a nine your lap counsel could you address the significance of the integration clause i understand your argument which i understand well you tell me is it your primary or your only argument that the plain language of the contract is susceptible to only one interpretation and if you take the view which i think i heard you say that your primary argument is that it's an ambiguous in the way that you favor not the parties intent was to grant a ten year option to extend what they can to gratian close makes clear is that any additional agreement to the parties would have to be in writing so there's no reason for the court to interpret this clause as t v p now suggests which is somehow makes clear that any agreement to extend would be required to be in writing and this close doesn't talk to any agreement it talks to a certain agreement an extension for ten years on the same  if the other party commits a significant violation of its provisions and this language doesn't it clearly says creates a unilaterally exercisable right to terminate the agreement and doesn't stand in contrast to the use of the phrase quote unquote t v p n s a i in the previous sentence which sci also contends unilaterally provide for unilateral terminations but i can agree that the prior expression which is t v p n f e i is any different they are each party  when i turned it around into this record i said this is something different than when in this contract when you want to talk about both parties doing something together the contract uses twenty five dollars or thirty times the party and he fact that it had they done this or used this different word we have to get what the parties intent was when they used that expression and unfortunately for t v p it can't be conjunctive because it really renders the option to expand completely meaningless it wouldn't need to be in the agreement it would need to provide for ten terms let alone i'm sorry ten years let alone ten years and successive  the the option of right plural he said of t v p n sci protect our various interests my interest is to continue this agreement and your interest is to satisfy your statutory points in support of t v p's decision st the district court made no error and following the fundamental rules of contract interpretation is considered the plain meaning of the agreement it considered the agreement as a whole considered whether the competing interpretations would be commercially unreasonable and in so doing the district court did not abuse its discretion and nd this court may and should rule as a matter of law that the plain terms of the contract require mutual consent to extend such an unambiguous ruling will allow prompt resolution of the parties competing declaratory judgment claims which turned purely on that legal question turning to the st issue analysis of the agreement the district court made no error of law and the starting point is always to consider the language that the parties decided to use the defaults is that and is conjunctive unless using it in such a sense would render the phrase incoherent the question here the phrase here t v p and  clearly is not rendered meaningless if you use and in a joining or conjunctive sense as the panel has noted it's important then to look at the very next sentence as a district court that the parties agreed on these words each party may terminate when the is that the parties chose the word and and if they'd intended the meaning to be or spanky conceits and it's expert law professor concedes that they could have used the polish word for or but they did not sensibly also says we advance the singular argument that the word and must always be read in the conjunctive and it argues that the record improperly adopted that theory but that wasn't our argument and that's not what the district court did at all  favors because they involve inherently individual actions so the offered example of men and women have the right to vote but two people don't vote together they vote alone regardless of how the other party may feel about it before the district court they offer the example of something like jack and jill may use the bathroom but it's understood that either person may go to the bathroom that's not a joint activity and they don't do it together under ordinary circumstances right  i may extend it's more like jack and jill may hold hands you can't have one without the other so from there another necessary part of the analysis is to consider the agreement as a whole and not pluck words out of it out of context and read it such that each provision is given effect and not rendered commercially unreasonable and several factors here support t v piece position at the district court's decision first as noted the juxtaposition of the words in ten point one versus ten   nd contractor joint endeavors you need the consent of party a and party base rd an agreement was signed by mutual consent it was meant amended twice by mutual consent there's no reason to think the parties would want to depart from that course and allow twenty five years hence and for us there's no mechanism for exercising this unilateral right under spanky's view it could have waited until the very final day of the agreement demanded a ten year extension and t b p would have had no choice but to allow and that's not reasonable and that's not what the parties intended and the ten year extensions would go on forever and that's not commercially reasonable in light of the full agreement so we'd have to accept that the parties agreed to grant each other the right in  twenty five years and thirty five years and forty five years and so on you can just keep extending on the same terms negotiated in one thousand nine hundred and four and that they would have done that with the bare bones phrase that you have in ten point one the district court comes into play only if the clause serves no function and that's a really low bar the wording and ten dollars does serve a function as the district court recognized the extension provision addresses the right to extend the agreement and it serves the purpose of stating that and ninety eight it could also serve as a recognition of by the parties that if there's an agreement to extend it would be for a ten year term it's not unheard of for parties to identify expected terms for a future phase of the relationship for efficiency for other terminable at will if the parties included a clause listing five of them that could be grounds for termination plaintiff argued that those events where the exclusive basis for terminating the contract and it argued that if defendant could terminate for some other reason then what's the as the court explained that the clause was not necessarily surplusage and that it serves a cautionary function allowing a alerting a party to conduct that might prompt one party to terminate so our case today is not the same pepsico but the contract interpretation principle the court slide is instructive the extension clause and ten point one serve a function identifying a possible extension criteria you could say as an pepsico the extension cla was necessary but necessary is not the test it serves a function now tries to judge nor did you have any questions thank you i have a question this that is correct your honor we we would agree with that and we've not taken a contrary position and at any point and we do think the context here does lend to a conjunctive sense because the default is conjunctive but even that aside particularly when you look at ten point one next to ten two there's a distinction between how the parties decided to phrase it when they determine they wanted a unilateral right versus something that required mutual consent and and it sort of lends into the other points about that and agreement is a joint activity where the examples where you see it used in an enumerated sense it's really where you're trying to where it's really just individual activities so it's the samples that i went through where you know one person's right to vote doesn't really depend on another person's right to vote you're just making clear clear that both of them can go ahead and vote both of them can go ahead and use bathroom they're not going to do it to a get together and agreement that's a joint activity and it would be strange to burry such a powerful right of  unilateral ten year extension twenty five years down the road in that sentence does it as as my adversary notes is the clearest sentence i suppose all of us here you know may have come up with something stronger and whichever way but you have to look at what it said and and in the context of the agreement and in your final minute let me ask you if you could say something a bit more about your adversary's argument that  the if both sides are saying it's planning on ambiguous it was not a an abuse of discretion for the court to agree with that and ruled that the plan that the contract was planning on but an ambiguous so we don't need to even go there analyzing the extrinsic evidence and at the end of the day there is no evidence of intent or an agreement or even an inclination by p p p towards agreeing to a unilateral extension right at best what you have at best it's inconclusive but we would say it really goes the other way because p v p proposed some wording and then within the span of four or five days there's faxes exchanged where  proposed that are talked about a unilateral right proposed some language that wasn't entirely clear but maybe got the ball a little bit closer to the towards the unilateral right and t v p didn't accept it and it went back to the language that  proposed which is similar to what wound up in the very in the very end but if there's no clear agreement that if there's no manifestation of an agreement from t v p that yes this will be unilateral it would be incorrect to impose that now they never agreed to that right it's not a limitation on the ability to extend there's a document where spanky's is talking about the proposed language to make it mutual he says no the rights of t v p n sci to extend protect us both we both have the right that's why the word is plural and there's no better indication that they didn't mean it to be mutual then t v proposed to make it mutual and basically says no i'm not going to do that but he didn't it was rejected my adversary says the t v never intended to grant this extension option didn't mean to be bound on and on but they intended to be bound to the contract