please the court i'm and lester here on behalf of true or eighteen instead of giving full force and effect each part of the master member agreements the contract at issue in this case the eliminated the last and actually longest paragraph of this relatively short document the terminations clause ignored disputed facts and erroneous lee granted summary judgment against or a team it found terminations under the club rules to be incompatible with a master's membership and thereby failed to construe the contractual provisions consistently with each other and that happened despite privileges will provide a member and his family is described here in the following privileges in addition to those offered clubman membership privileges offered any other golf club member does that in light of what you just said reading the document is the whole thing isn't the context of each one of those paragraphs including the you know the asterisk provision it's in dispute in the context of what is a privilege to the  master member not where rights are afforded to tour eighteen yes i think it does i think that i think when you read this document as a whole the masters members receive all sorts of rights privileges whichever whichever word you'd like to use by by having that master's membership it wasn't simply no no membership dues are beyond what that what the payment was it was they got to have their names inscribed and excuse me in certain places they get they got to have all the all those types of things you've got to pass down their membership to their spouse or child they could pass it on that's grip they have all sorts of all sorts of benefits as a result of that all of which had to be read together with the terminations clause which as i say is the is the single longest paragraph in the document it's not that one but it's a single longest paragraph it's right above where they signed the document i guess it doesn't matter how long that paragraph is if it didn't under the law that governs incorporate by reference the rule that you rely on to terminate them right out of the case with a lot of a lot of the action below it was whether it incorporates it by reference i'm not sure it actually needed to incorporate it by reference but but that was the argument below the oklahoma court pretty clear that if you want to enforce the term it's got to be incorporated by reference here again i hope i won't belabor the point were called incorporation by reference under this the language that's included here the language in the contract here and frankly the facts of this case the facts distinguish this case from the walker case which was the oklahoma supreme court decision that's cited below the facts of this case are a lot more like the movie ham  case than decided by this circuit just a couple of years ago i would note that all those cases deal with arbitration clauses that are in these other contracts that's not what we're dealing with here here we're dealing with club sale make this any different and i think the answer to that the to that is yes there because terms of sale were something that were included in the contract and the oklahoma supreme court said there is nothing to distinguish terms of sale in the contract from terms of sale that we're somewhere else is looking at the membership agreement is the are the rules that you rely on clearly referenced that so that they are identified the location and the identity of the document is clear well let me put it this way i think i think the answer is yes golf club rules are generally located in club houses but this gets to one of the important points about the fact that we had disputed factual issues there was testimony that every masters member received a copy of the club rules before signing the master's membership agreeing those clubs did those club rules change it did not ok they're the same an abstract in the district court you made it clear that you weren't referring to a specific set of rules but that the rules were subject to change right in the district court even found that that was the least and the in is in the judge's original ruling on the temporary injunction hearing said that it was just fine it didn't have to work well you have  by what date that rules after x date it didn't say it that way but the rules never changed and there is there there is there is evidence to that effect in the record that preclude summary judgment here i could point to seven different facts that are in the record that preclude summary judgment did the rules exist when these agreements are side yes judge seymour they club rules italy adopted ice in these were rules that were different and the rules that the club had before terry and that's my understanding also judge seymour they they were they were written during that time period of management four to eighteen purchased the golf club and before these master membership agreements went into existence and here again there's there's  evidence it's in the record sworn testimony that the masters members received a copy of the club rules were agreed to by the master members they want of signed the agreements without knowing the rules they were in place when they  mass i don't believe so doesn't have to under oklahoma law it's gotta be identified eon doubt exactly what you're talking about to incorporated document no i don't believe it does have to at the application no doubt there that they're getting a copy of the rules answer no the rules are included in the membership the specific testimony rect i did the members tested the plane just testify didn't see the rules weren't given the rules didn't have the rules i believe one of them did the back at the beginning of the case that any of them testify they did have  there was virtually no testimony from any of the masters members no testimony whatsoever that was presented to the court again i said i think what the court order must do is to take the contract as a whole the contract as a whole is quite clear that there is that terminations possible and you know lifetime membership is qualified by this terminations provision the terminations provision clearly refers to club rules i think that the club rules actually could change i don't think oklahoma law requires that the rules have to be static but that in fact they did not  change i mentioned in the reply brief and i'll say it here i think that you know we're dealing with two provisions here we're dealing with the terminations clause members membership may be terminated at any point in time pursuant to the club rules as a razor using that rule we it's as you know the simple direct answer is that true eighteen had the right to terminate these memberships at did so while there are facts precluding summary judgment you please the court ryan dean for your anti bass and heather master member of pelleas i think judgment you hit on a key point in this case and that is whether or not these rules and regulations were properly incorporated into the master membership agreement i think the best starting point on that is to look at the language what appellate or true interest gratuitously refers to as a terminations cost does not really grant to retain the power to terminate the memberships at all it's an attempt it's an attempt to in court to try to refer to something club rules what club rules i don't know they also have privileges at other golf courses and so the basis is this point so in they recognize that they have to refer to something else to another document to give them the power because in their brief club the rules don't country clubs i'm sure they have some rules but it isn't doesn't or has to say isn't that put the people who signed this contract on notice that there are club rules that may put them on notice but that is only part of the in korea for out of walker walker says that to incorporate them into the document which is necessary here and they don't have to block or also says they don't have to be attached to be incorporated they don't have to be attached to be incorporated but they have to get in the district court you set as a reason to say they were incorporated because they weren't that is an exhibit that was part of the reason that was part of the reason but also their location is not identified and that wouldn't enter anywhere joins a country club think the rules might be at the country club and isn't there evidence they were posted at the country club where these people play golf for eight years i believe it that is they were posted at a clubhouse and is what the testimony from two or a chain is but also the master again they may be on notice but to incorporate that in you have to the walker case the test is you have to make clear reference to the extrinsic document this just references club rules and describe it such  or either master members or had the bit you know the benefits of the master membership agreement and that there were ships were terminated everything else at issue in this of the incorporation and the interpretation of the contract and be ascertained by the well it could mean the i think that i don't know what else it could mean and that's that's part of the problem because it's not clearly referenced in the contract i said there was other country other clubs that they had privileges at pursuant to the master membership agreement why would they be signing a master membership agreement or ordered to incorporate club rules from someplace else that makes any sense it doesn't make any sense but it does not it was not clearly ascertainable by the language of the contract itself and i think it's highlighted by what what exactly does club rules mean you're a team drafted these contracts and they clearly knew how to go isn't it ambiguous if it isn't clear i think the ambiguity any ambiguity can be resolved through the language of the contracts themselves if it's not clear we don't know what club as you say your clients wouldn't have a clue what club rules they were talking about and though they were signing a membership agreement to specific then there would be no that if it's not clearly referenced and there is not a extrinsic document that will give them the power to terminate the memberships and to eighteen as i said draft referred to in the contract as exhibit a and it is adopted in incorporated by reference that is the proper way in the clear undeniable way to incorporate an extrinsic document into a that was the specific question from this court is they what it was the what they were relying on in walker or trying to incorporate or terms and conditions that were found on the website of bill direct and like the master members here this is the what of the walker case was a online purchase so clearly the the the walkers knew that bill direct had a website just like the master members website but that's why it's important to to clearly reference where they are found and another show the how you could to reference it without without is when you look at the terminations letter that or eighteen sent out to a team terminations letter doesn't say we're terminating your membership pursuant to the club rules the terminations letter says we're terminating it pursuant to the rules and regulations regulate resignation of membership section so the terminations letter refers to both the title the title of the extrinsic document the rules and regulations and the specific provision that they're relying on let's let's look at simming for a minute that it is properly incorporated looking at the resignation of membership it says rose creek management me terminate a member at any time if deemed necessary did that give them the power assuming they are incorporated by reference that give them to the power to terminate the master memberships because they deemed it necessary i think there's two there's two parts to answer that question you honor st and what the appellant has never really addressed either an argument today or in the briefs is that they are correct that to construe a contract you've got to look at the contract as a whole and give give  t to all the provisions in the contract so they're relying on this isolated resignation of membership st off a note under the resignation of membership section that says they may deem it as necessary they  terminate as they deem necessary if you look throughout the rules and regulations assuming that document is incorporated by reference you've got to look at all the other provisions in that in that document and there are other provisions there are there is something in that document that is called club rules which i think is what the if club rules in the master membership agreement means anything it means that this the numerated club rules that govern and restrict the behavior of the members of the golf course that are located within that resit rules regulations and within those club rules is a provision that says if you violate any of these rules you'll be subject to discipline later on in the rules and regulations it says if you violate the club rules you're subject to discipline and there is a three step disciplinary procedure st your word nd you are suspended and rd you could be terminated if tour eighteen has the ability to to terminate as they deem necessary  at completely a vis arrays and makes that that provision meaningless that it is unnecessary and super phillis and that violates the rules of construction in oklahoma you've got to give effect to all  provisions in a contract and the interpretation that to retain is asking for would just completely nullified that that provision and that is that is contrary to the rules of construction in oklahoma and so there's another provision in there that talks about terminations as you can be terminated if you're acting in a way that is unbecoming of a of gentleman or lady and  or if you're not acting in the best interest of the club that too is completely eviscerated if they can just terminate you if they deem necessary that makes both of those provisions completely meaningless and so to give effect to all of these provisions assuming that we get past the idea of incorporation if we're going to look at the contract as a whole which is the master membership agreement and these rules and regulations you've got to give effect to it all and considering this note is under in the provision called resignation of membership i think the most likely reading of that is you tell two or eighteen you're going to you're giving them your thirty days notice you are resigning in thirty days  front and so that and i believe judge russell pointed out that i don't indicates that that provision does not even apply to master members and certainly not a note under that pro so it also vi it would violate other parts of the master membership removed you know i would you can like as you pointed out judgment you you can transfer it to your spouse to your heirs at the fact that you can going to sell the club or stop operating and we think that's what happened here is that and there's evidence in the record that they were getting ready or trying to sell the club and they were trying to rid themselves of that liability that they incur if if they if they did that and so they terminated everybody and i want to touch briefly at another part of this is on the damages i think the damages are clear and it's set forth and we're it seems own testimony what the value of a membership was it was three hundred and fifty dollars a month and what the masters and members missed out on from because of the terminations was the ability to to use their membership for roughly for fifteen months and so they whether they were out there playing golf every day or or or never the fact that they're a member of the club has a value and the value of that is set by two or eight own own testimony and it's undisputed it's clear and it's it is what puts the master members back where they were had this breach not occurred and so i would just close by say that mature eighteen is trying to  cherry pick a note to justify their terminations of a lifetime membership of these people as cherry picking a note from a from a inapplicable provision in a document that was not properly incorporated into the contract and which if given their meaning would completely eviscerate and make meaningless other provisions of that contract and so that interpretation is contrary to oklahoma law and the district court properly construed the contract as the you know within within the four corners and found that they did not have the ability in that to terminate the contract and that the terminations was a breach of that contract and also properly determined what the damages of the master membership were by virtue of that terminations and so we would  first there's no evidence of the club was sold it about to be sold it wasn't sold it still is owned by two or eighteen the court below so the terminations provision in the rules was  incompatible with resignation this is me just address one thing that counsel said that there was a part that said in the rules and regulations it says club rules well there's a part that says general club rules resignation of membership the judge also said that can't even apply here course can apply that lifetime members resigned from lifetime things all the time and it works the other way around sometimes lifetime  privileges are revoked and we've seen that in a lot of colleges and universities lately say with the sackler family or jeffrey epstein but management may terminate a member at any time if de i mean it says what it says and that's it means what it what it what it does i would liken this to sort of this provision to sort of like employment will provision one might see a whole set of rules and regulations regarding employment an at will employment setting the not simply where there is say a property right and continued employment and there are still these rules and you can be fired for the violating this rule for intoxicated or if you commit a crime or what have you a but they're still going to be at some point in that document if it's done properly a note that says by the way we can still terminate you at any time for any reason this doesn't give you a property right and continued employment say you know whether there's a property right how is it would it be clear to a recipient of the agreement that there is a set of provisions for various acts of misconduct that there's going to be this graduated system of penalties and there were due process issue it a separate provision saying we can terminate you at any time for any reason how with what would that we're going to write shop that's that that isn't a good thing that's a bad thing if you show up intoxicated we're going to have somebody drive you home and that's going to be a bad thing if you do this repeatedly on the damages just because something is is has value x value for one side in the contract doesn't mean that it has that same value to the other side there is no evidence of what the damage was