ability to harmonize and contractual provisions but the cases in our brief demonstrate the very strong emphasis that mississippi law places on harmonizing a pair lay and consistent provisions in order to give effect to all provisions mississippi law and more recently waltman in particular says both of these provisions should be given effect if there is any reasonable interpretation or construction that permits them to be harmonized court interpret thing a contract is not free to choose the construction that the court might view as the most reasonable or most likely if that construction would ren does seem to me that that your argument and your contrasts with the various cases where we have been noted and pointed out to is by both sides with the comparison of the two clashing provisions in each of those cases you're asking us basically he seems to me to hold as a matter mississippi largely an arbitration clause will always dominate will always survive in this kind of clash because it is possible to limit the form selection litigation provision to just the plymouth area and the post arbitration matter that absent something this is a split as it can would be a good rule to make for this court i don't think this court has quite dome that far yet a lot of settle in which you're trying to get us to do oh i'm trying to get you to do exactly what motorola did which recognize that if you judge just sat it at the beginning of the forum so it's said except for these things that can be language and people can write it if they won't do it if it's solid though it would be a prudent thing to do to say what did the parties in town because that's what mississippi laos says we should look at and it would be extremely rare for somebody sitting down with an arbitration clause site you know i really don't intend to arbitrate i'll held that it is and motorola in the th circuit observed that a lot of courts had hill that and it would be a good rule but here there's more than that because lot motorola we looked at the dictionary words in the form of selection clause and they are consistent with it being the for selection clause being limited to matters that must be decided it back a court and that is the exact process motorola used so while i don't think motorola went quite as far as you suggested it would but you don't have to go that far in this case your point i think is that let's not read arbitration would they engage an arbitration clause other than to arbitrate and a form selection clause obviously is for choosing a forum when these issues and up as they always do in litigation that's exactly what judge joe fact that is mississippi lol it's i think so quoted on page thirty it's the newton county day case says you don't charge parties with having intentionally written down things in agreement that are in are intelligent not stupid well i mean you hope so but you've got to draw intent from the words and you don't try to do a good intelligence test and all that is sort of beside the point if you have an arbitration cause it's not going to war it's not going to have any effect if you give the form selection cause if you read it and compare it to some other decide this language is stronger on litigation then some of these other cases and let that control on how you read the two together you don't really uninitiated law have to try to make both causes work and that will always end up  y you want to go in this case and i guess i'm repeating myself but i'm trying to get you to tell me are you really saying the language of the form selection clause is almost irrelevant no sir if you could wri way you could write it in the way you want to the language is not iraq well let me be me put it this way too long as the two causes don't we further each other or seem to be aware of each other your betrays you cause to be given in effect is going to have to read the forms letter clause out surplusage or just that it would apply in a geisha and it applies in each other's litigation this case is the perfect example we think that this case should have been filed in be and those named courts that would exclude this case just as motorola said that case had to be filed in the texas court and it would also include any  proceeding did and so i found that language and come to the exact same conclusion that motorola did from that and almost on the same basis so that language is  clauses and in many of the clue jurisdiction as plying to cases where matters have to be decided back or questions whether our construction is recent if lots of courts have failed it quote exclusive jurisdiction over quote in the such clients all objections to that forum or jurisdiction workspace the weight i have in my argument said that both daily it's not in quotes in there but it is certainly can be reasonably to read to refer to the jurisdiction nd sets and that's exactly had judge read read it and because it's reasonable it should be read that were under w suman the rd sentence could be read by itself a freestanding not construed in a co in accordance with the nd sentence it had no effect in this case because we've not objected to receiver filing it in this or the any further questions about our reading of the form selection cla go ahead i think you do have my argument the rest of the points are pretty well covered in the briefs a certainly big lad answer any questions about  mr perry gave me something of an answer with due respect both of em and that is it on the mississippi law the imperative is to make both who visions conflicting provisions work if at all possible reasons and the reality of course is that the mississippi corps a code for reasonable constructions and reasonable attempts at harmony and reconciliation this in fact is a fabrication we're going to graft on language that does not exist of the engagement letter is brought it provides a quote if i may the state and federal courts of mississippi shall have exclusive jurisdiction inhalation to any cla which is somewhat unusual says in the event there is an unresolved legal dispute sure what those which could be resolved by what perhaps litigation the parties or any of their respective that involve legal rights remedies and so forth should be arbitrated pursu what they said that we would have as dispute resolution in any federal or state court for litigation where would you agree on your theory the arbitration is simply rbitration i'm sure you're not naive about arbitration we litigate arbitration cases all the time or oh i'm asking both sides are you rendering any provision of this agreement is a direct conflict between a for audit and me and tourie dispute resolution provision calling for litigation and a broad arbitration that is precisely what occurred in the sharp decision and that's what i consistency consistently in harmony and that includes being was executed the same time shore pad whatever they call it a manual whatever that was executed some time later to take care of things it in like one side didn't like about the same time the same agreement by the same party that whatever else you want to it you can just ignore it because it's inconsistent with something oh well i think twofold one st of all i think to the sharp decision recognize that this standard conditions contains a variety of language that the parties made no effort to enter great with the contract that they saw and for example they gave what for example there is the affiliate from butler snow's x unless those acts are fraudulent or bald willful conduct it limits the claims damage claims against but worse know for the face of the agreement to the amount paid for its services again unforeseeable so the reality judge oh is taking this standard boilerplate conditions and simply attaching it has left us with the reality that there is no clear to integrate dates they simply do not fit together and that's why we are left at the end of the day with two for fish it's there all inclusive or mandatory and neither missed the possibility of the other what was found in short and i submit to you again on the plain and thoughtful reading here is that they meant what they said in the days me contract and slapped on the standard conditions by reference to cover additional to take on any other clients plainly cannot do so who have conflicts so these simply are not intended to and more integrate what we do know what we do know is that the engagement contract which is unique to this engage makes expressed that the courts or to be the exclusive jurisdiction and i submit the swiss of your jurisdiction language here is the one is always trumping the other what i see is you've got an arbitration clause that i don't think we can just ignore and they've got a form and form selection clause that also subject to that form's auction clause i grant you that the word exclusive jurisdiction is interesting and creates some tension but i don't think it's unreasonable to say exclusive jurisdiction just means if you're going to go to court in looking like language all encompassing in mandatory position with the arbitration always trumps because you graft onto the just spewed resolution for big and the language that it is to have exclusive jurisdiction to enforce the arbitration  if the parties in new york in this case sign me start over your point is in this case if the parties had wanted to to to co exist you have to write it the way sharp wrote it correct and the fact that this case does not have sharp typed language doesn't make itself subservient to the arbitration absolute when we go here it is absolute we are going to or that's the language that we've chosen there any language in sharp suggesting that the absence of that language you aware of and at least was cited in your friend's brief if not in your own says no contract with vision should be construed as being in conflict unless no other reason were perpetrations possible but then it says we don't turn to reading against the draft or it says where repugnancy is found between clauses the clause contributing most essentially to the contract has been titled to the greater weight what do you make of that in this case well i would say that that which was selected for the specific inch gauge meant contributes more to this case than what is one of a number of standard edition taken from the standard conditions that apply to every or advisory the question if the question becomes which is more central what would suggest just looking at the totality of what the parties did was more central from there and if that's what the question were seeking the answer what were they most focused on i think plainly in the engagement given the nature of this particular engagement they wanted to make sure any litigation involving this contract involved arising out of arbitration perhaps would be in mississippi as opposed to another state well i think  provision that made clear that the courts in mississippi were to ensure the force of the or trish vision they might well have said that were said something that remotely suggest that we see i'm not i think i agree with you that surely they could have done  enforced by simply recognizing the reality that the district court has authority to and was designated to enforce the arbitration we spent a good this not all motorola see my time is ending but you know the motorola court actually just got that very concept by noting that the form selection pool was made reference to legal proceedings which they interpreted in contrast to a much broader arbitration clause that the legal proceedings were those necessary to enforce the arbitration here we have in fact the reverse of that with the broadest flaws being that which sends us to the district court terms the conditions were not negotiated there was no record but that evidence of that and there is no showing that one was more negotiated than the other so saying that really meant this was really didn't that  're pulling it out of the air net is the language in the arbitration agreement that's both did i see that it will judge sam pick i see that in a lot of cases a lot of documents where provisions and it's kind of to warn people that they're giving up it's important right and it's just it's almost it isn't a great number of arbitration contracts  years later arbitration come for this and it was not it normally would have superseded the other one and the court held well no it's not going to supersede it because the original contract says it can't be modified except in writing so we have two vastly different documents just divide it in ten and absolutely no reason to think that the parties that very lonely dispute resolution with vision that's not even quoted it in full in the fist circuit opinion because it's so long but the opinion does point out on page nine dollars that together these provisions create the system in which claims will be submitted to this jurisdiction of a court if non binding mediation is either unproductive are not provision even though it was imposed lighter so i don't think it stands for the brawled reading that my friend has given to it and certainly depends on the language of the agreement and family is just a suggestion that perhaps they could have been more careful well this mississippi rule in wa implies even if people make mistakes thank