may please the court this case involves a breach of contract claim for alleged best retiree medical benefits the district court erred in holding that those benefits survive the termination of the two thousand and two agreement because it failed to apply to control in contract interpretation principles that this court has applied in several cases that the feet claim his client st interpret in a contract the document should be read as a whole so that all of its parts are given  second in contracts that have been alleged promises vested benefits and determination flaws like the one here any tension between those provisions must be resolved by finding that the alleged vested benefit is qualified by the contract termination is there a possibility of vested benefits extending past determination and agreement in any case yes your honor this court has found at least found ambiguity in cases where they found that there was a that  the right was not absolutely qualified so there was at least the fact question as to whether or not the benefits continued converse really this court has found in a number of cases that were like in this case that the determination right was akin to a reservation rights clause the reconciliation of those two types of promises led to a lifetime benefit that was limited to the term of the agreement in this case that's further reinforced by the fact that the two provide a mechanism to make sure that no new retiree's were added to the plan in this case it was already a close group you're on there was to be no future retirees as of when when the agreement was entered into in two thousand and two they set up  a definition that said we're going to fair we're going to cover this population as a walk along with an additional group that would retire before the the expiration of this agreement two thousand for it so there was no future group to foreclose from coming into this agreement at this point in time it was a close so what tyree what we make of mr cruz his testimony about having after two thousand and two told having told employees make sure you retire obligation to signal it and signal to exercise their rights at hand under this agreement to terminate these benefits on the planet already close a new lawyer has looked at the agreement why wasn't there at the time is to look at your honor so in  principles that you've talked about in terms of contract interpretation in any of our cases or for that matter in recent tackett were there was there explicit language to the effect that men if it's would can would not be  reduced to or terminated notwithstanding the expiration of the agreement this court has considered a number of cases where where the language was the benefits would be for life or until death so that's not my question ok where there's explicit language saying that the benefit survives the expiration of the agreement if you're and i'm not aware of a specific case where that specific language was going what's the best i'm sorry what's the best language for you in our cases where there is such explicit language promising continuation of benefits for a wife after expiration of the agreement in question the best cases from our perspective are the most analogous cases your honor would be that brock or power train alone in bushy creek cases your honor in all of those cases to varying degrees the promise was that the retirees would be continued until creek the language that quoted by the court was for life and in each of those cases this court reconciled that language was the racial language in those and there was no language explicitly in those agreements like what we have here they do not have the exact language they have here i didn't have anything close right i says where the benefits extend beyond the termination of the agreement addressing the precise problem that has come up here that was so often right that's not the only thing the section six says your honor it also says that that those benefits will continue unless the parties agree otherwise wouldn't be kind of odd to suggest that the immediately following paragraph or move very same agreement signed the same day as the agreement otherwise i don't believe there's anything unnatural about saying they agree otherwise and having an additional provision that allows for their terminations your honor labor contracts are negotiated over the years the fact that they may refer to the next provision or some other provision is not a limitation on that right it doesn't say you may agree otherwise in some future agreement it doesn't say may i agree otherwise in some later agreement it simply says may agree otherwise section seven is in agreement otherwise your honor because it specifically gives the defendant a unilateral right to terminate that agreement the the agreement here stems from a terminations right in section seven so did the c p a under conor steele go on forever i don't know your honor but the language was different because there it required bilateral negotiations to change the benefits and here we have a unilateral termination right and that's something that i like to reserve my rest my time for republic one question the plaintiffs have been answered here is what is terminated pursuant to section seven in an agreement that provides only one thing retiree medical correct there was cross motions but no discovery or did you dispute that assertion i believe we did you are thank you may please the court john i am on behalf of the retirees of the steelworkers union to answer your question judge what is the effect of section seven it's exactly what your question said is that future employees if they were were to retire would not invest the terminations clause the general gration clause simply ended the contract it is not a reservation of rights clause it does not give the company as it now continue quote notwithstanding the expiration of this agreement it shall not the benefits shall not be terminated so long as the retiree remains retire or their surviving spouse receives a pension those are two durational promises that is about as clear as one can get and the collective bargaining contract what it what it answers the question of how long do the benefits last do they last only during the term contract contracts there's no notwithstanding the expiration ok how long do they last as long as the retiree remains retired or the surviving spouse receives a pension so under those contract terms that creates a vested benefit but obviously continues after the expiration in recent tackett say so the court applied ordinary contract principles which the seven circuit did before tack it in reverse with the six or if you did not get what the supreme court said but tackier reese talk about is there explicit language is or implied language other industry practices you just can't find vesting based upon silences which is what the six are for the done because  or prior tackett had applied presumptions in favor of retirees in this court in chicago versus underwood noted under tack that there are no presumptions for or against specialty and so here we simply what i consider to be great language incent the th circuit in tempe said you don't mean magic words you don't need explicit magical words but in essence we have magical words or we have very excellent language that any reasonable reading of it means that when you retire your benefits will continue after expiration and that they will last as long as you remain retired or the receiver surviving spouse benefit and the company wants to take that language and read benefits as long as there is language that indicates that the benefits are to survive expiration by heavy reading of this contract the benefits must survive expiration that's what they say now it's not just me saying it's not just the district  terminations on one hundred and twenty days notice that in two thousand and two that right while the plant was still open yes that there was no one knew in two thousand to what happened in two thousand  bankruptcy and they the bankruptcy court did approve this language to help the company survive and there i would point out the union and the company did agree to reduce benefits for people that rode a retired under the may otherwise agree language regular contract no one knew in two thousand and two that the this was the last agreement they only knew in two thousand and four when i t w pulled the plug and said we're closing the plant and that's when mr coo and the union negotiate a plank closing agreement that terminated the contract in the terminated the pensioners benefit when the plant closed in august two thousand and four and that's why mr cruz got in unrebutted evidence told people if you want to get your benefits for life you better retire before this contract expires that's the significance of the duration clause that after the contract is over assuming there was no new contract an employee cannot say five years after which i want to i'm vested no you need to retire during the term of the contract and that's what kind of steel says that's what h p porter said and that's what any reasonable reading of the contract would say but you don't have to believe me you don't have to believe what the district court found it's what the company did for eleven uninterrupted years eleven years a cooperation a privately held corporation paid millions of dollars in retiree health care benefits when the contract expired terminated in two thousand and four that is conduct that this court has held is a practical interpretation of a contract that explains what the parties intended the supreme court says there's no better way to figure out what a contract is than to look at how the parties applied it interpreted it over and over years and now you have a company where the contract ends in two thousand and four and eleven years later because i t w spins off sino to they've magically see all we can and benefits but one of the company's argument is that they have the ability to terminate an expired contract ok some of it doesn't even make sense some of it's not logical did the plant closed at the same time as the two thousand and two agreement expired why people retired and that's why when they retired they continue to get benefits for eleven years and that's logical it's consistent with the contract language and what the company is trying to do is pound a square peg into the round hole reserves the you know a lot of right to terminate benefits or that the or the language says these beneficial last only during the duration of the contract that is a far different situation than what we have here we have a language that is not only their own health care right now and if you succeed they will get repaid for those they'll be restored and then there will be issues of damages that that would be made whole vs that's how it would work and that's what we've essentially stipulate to in order that said will stay damages determinations until this court rules on the underlying liability i will tell you we i thought that the injunction would be renewed fact while the case is being litigated but that's a whole nother separate issue so that's how it would work and that's that's why we want to go back to the district court and figure out get the benefits restored and can then figure out the damages but one final point even assuming somehow and i can i really can't imagine but somehow you say well maybe this language is ambiguous and i can't get my hand head around them let's assume that well maybe there's some ambiguity i don't know you know whatever at the very least it's ambiguous under recent tackett and what do you do you l we believe for those reasons by every measure contract language federal precedent for circuit th circuit restacking all these course decisions we're entitled to have the injunction affirmed and the retirees are entitled to get their health care benefits back i'm done unless you have any further questions thank you thank you all the points that players note here that when addressed and considered by this court in analogous cases he says section seven is not a reservation rights clause in auburn gear this court looked at language it talked about for the term of the agreement and called that a reservation of right clause those are just labels the question is what is the effect of section seven it is no different than saying the benefits last for the duration of the agreement or the employer reserves are right here they have the unilateral right to terminate the agreement they are functionally the same thing as to the construction of these promises and this court in barnett said that benefits described as lifetime are not really vested in the same contract also member reserves the right to revoke them because the only proper construction is that lifetime benefits are good for life unless revoked or modified it was it through under your reading what would it take to actually just lifetime benefits bushie creek decision of this court offer some that is that is that language is limited here your honor it that it's not standing in up by itself so i think bushie creek is an example from this court of language that they suggested would take them beyond the expiration agreement consistent with last point on extrinsic evidence we didn't concede anything this was an early summary judgment motion by agreement of the parties there was no discovery so the snippets that they've offered are certainly no in no way and will matter what the record in this case holds and for those reasons we'