morning michael dunn on behalf of the pilots may please the court the district court's reading of the contract that issue in this case strained its language beyond the reasonable and ordinary meaning reviewing the intent as expressed in the language of the contract part one of the agreement states that in the advent there is any conflict between part one and part two part one trumps any inconsistency is found in part two therefore it is clear from the contract that the part part one controls over part two this provision clearly gives priority over anything found in part two of the contract and this was something that the parties specifically what significance of any you should the judge have drawn from the fact that in one thousand the said if box twenty five in part one is not filled in subclause a of this clause shall apply then there was a line put through that and there was a line put through c and but the asterisk is still there and you got the writing in box twenty five that's whenever it was it was not a model of clarity what the parties were getting at was a well if you if you look at that part t by itself maybe but the parties in their negotiations of this contract anticipated that there may potentially be inconsistency between one and part two and that is why that's in the boilerpla language correct but the reason i raise it is yet what's interesting about this is when you get to part two nineteen a they put a line through that would have been london right nineteen b they don't put a line through that's new york suggesting if you look just that that that the english law or wasn't there a clear conflict i believe your honor there would be a clear conflict if it was not for the provision in part one that says in the event there is any inconsistency are one controls or part two and we could also rely on the fact that like you said your honor that's me or order boilerplate it is clear the parties typed into the part one agreement that where they wanted to arbitrate was in london under under english law that was inserted specifically into that into that box indicating the parties that's what they had negotiated for and that's what and that's what that was their intent was it's clearly marked on box twenty five the court that the decision that the court the district court relied on the language you're talking about is the way in which at the very end just above the signature block correct right the language that said in the case of a conflict the provisions of prevail over the provisions in part two that's right your honor i have to say i i have a copy of it and boy it's tiny print was it me or did the original document was it clearer than this one there's a i know what side it's i'm not saying you can't read it but i have to tell you you need to go think that to be able to read it it's their least i do let me just rephrase that it's there's a clearer copy in i think it was twenty nine one of the record there i think when it was scanned there was some issue with the way it was  ploaded but i think that one gives you a better understanding of the size of the font i believe the parties were referring to you see at number one eight as the where the contract could be  found i believe twenty nine one which was attached to one of the pleadings addressing the contract there you can tell that the font was in fact a little bit larger than what's depicted in one eight and also it's it's somewhat prominent because it's right above where the parties were signing this was not something that was buried somewhere in the contract and i write my document per now prints out and i don't know if this is how the actual document looks where they s that's the only thing on that page but it may just be how it printed off the docket sheet thing on that page or maybe that was at the bottom of a whole page of stand alone pay before the signature line and that is what it says or after that it is in very small print right in it but it is the only thing on that pages that have the original locked that's how that's part one of that contract as as is explained the briefs is the actual proport part the parties fill out as opposed to part two which contains all the mere boilerplate regarding the charter party agreement and this in in our brief your honor one of the cases that supports the this interpretation of the contract that part one this this particular clause clarifies any so in just sort of new york one thousand nine hundred five which is cited on page thirteen of our initial brief there the court similarly found that in reviewing the contract which also contain two parts part one in part two there were some inconsistency in part two and the court there found given the fact that in part one the parties had inserted this provision that in the event there was any inconsistency between the two part one should prevail that the parties had negotiated for that had anticipated that there would be inconsistency in part two and that therefore part whatever was placed in part one should control the court agreed with that with that rationale and force the terms in part one which was similar to this it was arbitration in london there's no question that our job is to figure out by looking at the contract what the parties intended that is to say where they specifically wanted to arbitra the dispute in the process of doing that or what if anything are we supposed to infer from the fact that they crossed out nineteen a which provided for london and cross out new york your honor i would say just help me understand what these folks they were free to designate they could arbitrated new york or london or zurich or hong kong that was their choice  job is simply to say what did they want what was their intent you're i would say why would they strike london from one thousand a leave new york in one thousand b and then write london in and twenty five the only thing i could say to that your honor is that i would given what's in the record right now is that part one was specifically what was negotiated if you look at part one you actually have to enter terms in there yeah i think that's a powerful argument and i'm not disputing that i'm just trying to understand though then they went ahead and chose to cross out one thousand and one nine hundred c e and d and left nineteen b and the two asterisk without crossing them out that data just didn't make sense to me right and i don't know how i couldn't i mean you may be right the primacy is part one period is a square i mean it just didn't make sense where you would london from a leave new york in b and then right london in and in part one of them to box twenty five i could tell you what happened there your honor that would be outside the record i can't but just in taishan like there would be nothing to help me other than that they had a fallback or default position here in the face of conflict that's correct so it is clear that our position is that the london clause controls and any reading to the contrary would not be an equitable there's one thing that's not that's clear you want the parties never bargained for arbitration taking place in miami florida let's suppose let's suppose the contract did not contain language that you have cited to us the conflict resolution language that the parties adopted suppose you didn't have that and all you had was everything else you had was the same you had box twenty five filled out london english law and then you had one thousand a striking london nineteen be leaving new york in place then there would have been no way possibly to to discern the meaning of the parties in which case the trial judge would be correct would he not that he only place he could compel arbitration would have been miami the the only analysis left at that point your honor would have been the analysis that typewritten provisions control over over boilerplate but we would not be in the position which we are now which there is this provision and it would be a lot more difficult for the court to try to reconcile that all i'm getting at is if there really was no way to reconcile a square conflict as to the site arbitration the only thing the court could do would to come up with the default position and select miami because he didn't have the power to send the parties anywhere else right correct if under under the scenario that you present your honor minus that clause which cured any inconsistency between part one in part two it would have been a lot more difficult for the court to to find any other result than miami florida but morning please the court stuff we wiley on behalf of the apple e intern aves to mexico i think it's important for the court to recognize the very narrow issue presented by this case there is without question this case is headed towards arbitration and as counsel just indicated and is is included within the briefs if in fact it is determined that the district court properly found him to get in the contract then the only remedy available for the district court was to compel arbitration within its district it's constrained by stressed jurisdictional power pursuant to the convention so the soul as she was whether there was an ambiguity or ambiguities within the charter party you're on it your honor indicated and i think you're being quite generous and that this was not a model of clarity absolutely and in fact this charter party was riddled with contradictions to the point that it precludes the court from determining the party's intent the supremacy clause if you want to call it that that appears immediately above the signature page doesn't save the appellate argument because even if we look exclusively at part one there is still inconsistency is in contradictions and box twenty five there designating for london in english law to apply in the event of a dispute arising under the charter party and box twenty two there designating new york law to have to preside over an instance of general average general averages when cargo gets lost and there's an allocation of risk between  turks so if in fact there is cargo lost and a general average situation arises in which new york law would apply under part one then he would also to be sure have a dispute arising out of the charter parties whereby the charters asked for the safe passage of their car so you would have a situation and which you're going to have a dispute under the charter party as well as general average so you're the part one is riddled with contradiction and that invoking in that scenario both english law as well as new york law help me understand and i'm not clear that i understand the meaning of box twenty two and simply it doesn't say law box twenty five is law an arbitration we're supposed to place in there right in the earth the site for the arbitration they write in or they type in london arbitration english law twenty two doesn't ask what the law would be or where it would be cited it simply says general average to be adjusted at clause twelve and then clause twelve lists the cargo that was supposed to be shipped it was an electric transformer with a certain weight and drums and pallets and so on what does twenty two mean it doesn't say laws are it right and say location well when it says close to it i'm sorry class twelve in box twenty two it's not referring to box twelve it's referring to clause twelve ok or two of the contract general average and you jason clause exactly and so in that situation what you have is a designation of what general average law will apply in the event of a general average situation  so you have the inconsistency on part one all alone of a situation in which it's designating two different laws and clearly cannot have and want to event  different laws applying to get to handle the claim but they have not have agreed arbitration in london and say this provision of the general average as stated in box twenty two would apply could make way to do that or have i misunderstood well have they asked for english law to apply it says london dash english law but as to the issue of the general average correct but then you'd have it would be a variety of other issues it would mean that english law would apply to an english law how do you pick the arbitrator's how many one picks one the second picks the other and then together they pick the third how many days you have to do this whether you can take an appeal or not in london you can it's a little and it's much more substantive and it's a e remedy in london than it would be say in new york could they not designate general average and still want this case operated in london i'm just trying to see if there's some way we can give meaning and harmony to what they've said here if we can't then we're stuck with the what judge middlebrooks did right and that's our position because i don't think you can reconcile the application doesn't just say in london it says english law and so if you're going to say you agree as a matter of contract interpretation part one dominates if there's a conflict between one and two the principle of the affirmative acts being the most indicative of the parties intent then the striking out of the provisions of one thousand eight which strikes out london that's an affirmative act the parties did they did they also struck out nineteen see which gave box twenty five it's abstract another way of saying there's a conflict but if the parties have agreed to a method by which to resolve the conflict in the event of a conflict the provisions of part one sh prevail over those of part two wouldn't we normally give effect to their mechanism of resolving a contract conflict if part one were crystal clear ok well that's at their point that's what i'm simply saying in the absence of what you had in box twenty two you would have to concede would you not that they'd have to give a fact the court would have to give effect to london well i think there's a question because nineteen c strikes out i accept that there's a conflict between what appears in part two when in part war short part two events is new york not london part one doesn't even see it says with clarity because they wrote it in london not new york that's a conflict but they've given me a method by which to address and resolve any conflict and they say part one prevails over two i would not just follow what they told me independent of you say part one is riddled with it's own  i think it comes back to the contractual issue of the boilerplate versus the affirmative act so i think that the boilerplate language of the part one prevails over part two is superceded by the parties affirmative fact eliminating paragraph c which no of that's not what the parties say the parties say if you've got a conflict in one or more of the conditions what you find in part one is what i don't know how you get around that other than to set the bar one itself is internally inconsistent but that's not what the district judge said was it or that nineteen by striking out nineteen see box twenty five has no effect let me ask you this the way when i was looking at nineteen it was kind of interesting they knocked out a they knocked out c and they put a line through d but they didn't put a line through either of the two asterisks and i want to focus you on asterisk the first one it reads a comma be comma and c are alternatives indicate the alternative agreed in box twenty five and lo and behold when i got a box twenty five they indicated what they wanted they told me in writing they wanted london doesn't that further suggest that the parties intended l but it says a b and c are alternatives and they chose b by not striking it up they struck out a they struck out c but they left be indicating the intent was we want new york law if they had stricken out b then i would agree with you but they didn't strike out b they left new york in and in fact new york designation with b is consistent with the general average does ignition mbox twenty  two things a matter of contract law itself beyond the terms of this contract is it not clearly the law the binding law here that when two contract terms conflict the specific term controls over the general just is a matter of normal contract to interpretation agree with you judge isn't the specific london and the general is just leaving the boilerplate language new york the specific would also include the ferment of act of striking out particular provisions and they struck out and see with the apparent intent of does it meaning be which is new york let me ask just one f question that would help me the district judge never referenced a conflict in part one itself that he that wasn't what he would offer i don't you focused on that would you argue that before him did you make the argument to the judge that part one it self is riddled with conflict and that even if part one prevailed you couldn't tell looking at part one because box twenty two in box twenty five i don't recall that from the record is that the argument you made here yes ok in part and generally speaking i think this contract is riddled with such contradictions all over the place that the court properly did to the district were properly determined that the parties intent could not be determined i have a question about general average and you started to explain it somehow if the cargo is lost after the shi is i'm asking the question because i might be wrong i thought the claim here was they paid for the shipment of the cargo was never picked up at all you're correct your honor so the transformer are was never picked up  so this the claim here i know you say well it's general average and that's part of the charter but i thought the charter claim here was that they never picked up the transformer to begin with so that general average provision is where what law apply and charming general average so i think it's a choice of law not form selection but that's beside the point is not really in this case have mis apprehended you know you're correct your honor ok the reason that's what i meant internal inconsistency in part one that you're now arguing here is about something that has nothing to do with this case that is that clause of the contract will have no application to the particular a claim here correct this you have to concede that yes this is not a general average case what the reason why i mention it is to determine because the exercise here is i don't understand why you want to say where the part one controls part one has some inconsistency look at that with part two i got the theory it's riddled with averages should that issue have transpired and yet designated english law and box twenty five i don't think that makes sense i don't know and i think i just wanted to add in highlight that the district court also offered the parties the opportunity to reach an agreement as to where the arbitration would take place the parties were unable to reach an agreement which i think adds for their support for the new one of you wanted new york and one of you wanted london obviously neither of you wanted miami right or if i can tell anything that i think that's pretty clear and yes i think correct your honor so bad in the winter you know that very much so so i think that adds further fodder of to that there was no meeting of the minds as for the location of arbitration and the fact in the event that became needed so we respectfully request this honorable court from the district court below thank you very much what is clear is that the parties negotiated in their contract for this eventuality meaning there's a supremacy clause and that allows the court to reconcile parts one and part two and effect to the intent of the parties which was clear to pose the cargo had been the last rather the never picked up what law would you look to to determine general average adjustment well given what the parties had said i'll say this there's the contract itself if you look at it it's got two provisions so you can deal with general average under nineteen or excuse me under last twelve and that says new york you're dealing with on that separate issue what does that mean that says new york translate that into english so that some of us who aren't used to shipping the electrical transformers from point a to point b and entering into contracts with and drama would know what does it mean just help me understand or for my own real terms what you're talking that's that's what does that mean when you read that together with paragraph nineteen with paragraph i'm sorry twelve general average and new jason clause general average shall be adjusted stated and settled according to york antwerp rules in one nine hundred ninety four or any subsequent modification proprietors of cargo to pay if the general is to be adjusted in cordons with the law and practice of the united states the following close show apply and that it has a detailed statement of liability it has an explication of governing principles of law for adjusting the value of  cargo right correct and that's the equivalent of what it is in new york right or is that different from new york i do not know the answer to that question your honor but this would be a legal provision and it was whatever else it is and whatever else it means it's arguably different from english law right i don't again i do not know because english law could incorporate  these the same law that is your answer to my e and to your car you can simply the us maybe they would have been a conflict if it had been lost but even that we can't tell because we don't know from this record the difference between english law or new york law in general have ridge is correct that was that was never developed in the record below that was not an issue what we had here is the specific facts of this case which is there was an issue of a breach of the charter party that the goods to the transformer was not there when the ship was in brazil ready to sail which triggered not general average triggered provision twenty five zero the thing i want i want to say is if you look at twenty five years says arbitration place of arbitration and so what we're talking about narrowly here is the place of arbitration correct we're not we're not talking about what law eventually will apply your but we are talking about place of arbitration i don't know maybe that maybe that's one possible way to re to consistently and i would i would agree with that analysis given i don't know and the facts of this case right and the other way of saying there's no dispute about london there only may be a dispute about the choice of long island and was obliged to