time without liability to the dealer and quote ordered this case just continue the agent eighty which is a heavy duty truck if therefore could do so without liability for breach of contract that's the same straightforward analysis that this court in  control you can discontinue any subscription at any time without further obligation well you know you can discontinue all three of them not one or two but discontinuing a subscription is a little different from cessation of relationship and i just wonder under michigan law which we are supposed to apply here you're supposed to look at the context and i'm just not sure that anyone reading that provision would say oh we can basically cut and run totally whenever we want to without any liability and you know any ramifications where as terminations which is another form of cessation if you will there's huge ford simply making the economic decision that they can no longer do business and that gets to an important point about contract law in michigan as anywhere else parties use contract to allocate risk and the question here is this risk is about a catastrophic what the contract say about that what it says is that each party is essentially to bear its own losses in that situation in fact the dealers are even better off because the dealers to terminate at any time if they were dissatisfied with the deal they were left with and had they done different meanings the key provision that we have in this agreement is a pretty close no it's not actually because the language that in one know is that they could discontinue any lines body styles and models that's not the there's not the slightest inference that it has to do with other than that and certainly nothing to convey the impression that under prices granted the right fact is terminations and that's where i come back to the issue that i was all trucks or any trucks at least in that context but he gets two important points that when they signed the agreement was it known that there was going to be one model of car well different dealers signed these agreements at different times of course we're dealing with the whole the difficulties the district court's view under the just records information if ford had hypothetically and building fifteen different heavy duty trucks and discontinued fourteen of them there's no question they could do so without liability to the dealer but suddenly they except now if you assume that they are other products but if the trucks are the product there is the understanding that they're going to sell product and then dealers are going to buy products so it doesn't seem to raise either down to one and then zero makes a difference but in light of that agreement that we're going to sell trucks it doesn't make well it doesn't make a difference in the sense that the language has to be the owner and it's the same type of formulation for example in the g m case their heavy duty truck those courts said there is no liability that's the same sort of consideration here and handling and actually even more interesting to hear the appleby's response to this question but this debate turns upon the existence of the language of paragraph thirteen yes curious since that is the area of controversy and since that's the basis those are called state franchise protection statutes they provide much broader remedies they may even prevent board from doing these types of things in certain circumstances but these plaintiffs strategically chose not to pursue those amulets what the point of my question is that if terminations is the only option available then there isn't any already working right that's correct but paragraph thirteen provides an alternative that would retain the w why they didn't repudiation or terminate a contract as they could have done instead they took the best of both worlds they took the replacement franchise that ordered off them that ford went out of their way to ensure freightliner would offer them and then turn around and s any means it's typical meaning of all and that when it says discontinue any heavy truck at any time without liability could be means precisely what it says not some not a few not an indigent subset but all of them there's nothing offensive about that to you to the extent there are concerns about a franchise or a discontinued in a way that's unfair well that's precisely why fifty states in the union acted liberal franchise protection statutes because contracts like these chrysler for example in the bonuses were viewed to be inequitable they didn't do those because they wanted classification and you can't get a certification with fifty different state laws you can however get under on a common form contract but if you proceed under by the sixth circuit on michigan law the judgment returned by the jury should also be a firm as it was the product of a fair and hard fought trial in which defendant ford had every opportunity to make all of its arguments to the jury in this record but doesn't he doesn't lord make it that in terms of plain language any means and that that is a that is a definition supported by multiple common under michigan law you you take her all evidence you don't decided on summary judgment you try to find out whether there was a meeting of the mind as as as to this everybody's argue about what this ambiguous it's it's not ambiguous in the context here which michigan law says we have to apply you have to look at the entire contract we have to get all of the parts of the contract there are plain ordinary meaning we have to put them together and see if we can divine w where i can go for a little bit further on the any and all situations let me give an example if i might forgive an example and give one away but suppose you go to a diner and there's a fixed price me and on it it says you may choose any dessert on the menu as part of your clearly you cannot choose all of the desserts on the menu as part of your meal if we had a contract action in which the diner was saying i had a right to all of the desserts and i only got one they would lose  love what if i think you're great example but i can tell you this in certain my clerks there is not a diner now to know with the feet creek you know i don't know it well let me let me offer this let's say you order six items on the menu and they all come in the menu says you can turn back any item that you were not satisfied with would you not turn back every item and the reason the reason that any and what the way any is used even in this country where they talk about when when you use it as a negation quartzsite six age when they say oh look heavy heavy duty truck singular and he doesn't make sense here because it's in because it says you can't make any false statement doesn't the context here give terminations as the remedy you're not happy you're out of here it was not happy they can they can do that if they want to totally terminate the relationship but if they are going to terminate the relationship and still sell products and have you do service and warranty work that the contract says you know they don't have terminations not obligated then and the district court seem to think that that is the remedy and if you don't do that and are they all still do you arrive in business through the warranty work that was once provide written up of questions around me i'm packing for camp not all of the plaintiffs are in the truck business some of them have gone some of them are in in business where they they all became sterling dealers and sterling went out of business in two thousand and terminated all their dealers paid them all the terminations benefits when they were not so  far apart as you can be right and it is if it's our first surprise yes the the actual fact of the matter is that warranty work is limited if you have a warrant here in your car and you get how long does it last for a certain number of miles certain number of years the the manufacturer has statutory obligation to provide warranty work and service work for there is sort of they determine if they go out of business one of the reasons why they didn't right to have somebody else take care of their obligations let me ask you simple question isn't just larry's found there was a breach of contract just what is the contractual provision specific provision in this still sold replacement parts and they still have the service aspect of the company product sales and service they still had that aspect  parties are that the dealers are going to sell heavy duty trucks is the name of the agree but why did the dealers negotiate a but you know you cannot stop selling us trucks well because one sentence which is in a paragraph titled change of company products is the one they're saying changes all of that in terms of all around and changes everything what this court said in boss ailes is it is beyond belief to us that you could use that kind of sentence that kind of clause in a contract like this and use it as a subterfuge to say you have no rights if we decide we're going to completely go out of this but they do have rights they can they can go elsewhere and get heavy duty trucks or somewhere else to none of them did and none of them said they wanted to they wanted to remain this was their livelihood this is what they did for a living every one of these theaters that i had spent their whole life doing of practically a four deal they had worked very hard to get to that point all they wanted to do was sell four trucks now if ford says we want we're going to terminate you and everybody else they had no choice but to accept that but for didn't do that it did not terminated and steelers and it did not exercise that o and what both a bonus sales case and a carl went case on very similar language you can't take a provision like this one in a change of products paragraph and change that into an unfettered right to exit the business without any cost or or remedy for us let's talk about that's what i want to turn to my obviously you rely on it or you read but has it michigan contract law changed over was pretty limited by way of michigan law the rory majority said i think in footnote eighty five we're not changing the law we are with this is settled michigan law that we are told that the intention of the parties as the contract but there was no warranty doesn't make a difference no supposed to it doesn't at all if i could let's compare paragraph twenty from the chrysler contract to paragraph thirteen from the ford contract now let's look at the paragraph thirteen fourteen has sent the company may discontinue any heavy duty truck that's singular or other company product at any time without liability in the chrysler a better or and ford has here because in that case it was any lines which essentially means any automobile they were making and in that circumstance they had a much better argument that they had the right to exit the the business and this court said in an on bach this issue no you can't and the any art that is made by ford here is what the dissent says in bonus ails the dissent takes the position that it any here means all and therefore the price i had the right to do that that's the dissent the majority obviously rejected and came to a different conclusion and then went on to say what we have to do is look at this in the context of of the entire contract what is this paragraph and they said the plain meaning of this paragraph is it gives the right to the manufacturer to control its product to be able to say while still maintaining the binding force of the agreement it can still change any product or discontinue any product that it's used when the agent eight when the else here is not my client sold the l series for many years they really like the business completely without exercising any of that's fourteen pages of terminations provision in the contract and take three hundred million dollars from freightliner and leave you without anything to go by the same that it's of some product because we aren't making any money on it we're losing our shirt we however do want to honor our valuable service network we want to pay you for your war to service that's why they didn't terminate that's why they set them up with a replacement franchise and the question in this case is is there something the contract says or can't do that but it's faced with this binary all or nothing either keep producing trucks or you try many as opposed to letting them exercise their own free rights in x and abilities and the contract to say we will either terminate if we choose or we can continue to