good morning everyone welcome to the th circuit we are delighted to see here this morning we have just three cases on the calendar i will call them in the order that they appear for sue cases have been submitted on the briefs but  are you suggesting this agreement is ambiguous is this course decisions recognize that a waiver of federal jurisdiction must indeed be clear and so the question is whether this contract unambiguously excludes federal jurisdiction and to your point your honor this court does not need to be convinced that the that our proposed interpretation of the agreement is the only reading one flaw gives  correct your honor but there's no indication of any aspect of the party goes for autumn line it's not whether it's just nobody argued about the bottom line is if you're going to draw construe it against the drafter then the people who are on the other side of the drafter have to have some they couldn't go she they were bound by their thereby there was no way to get around it and here we have a contract that says venue for the litigation shall be in linn county oregon c h two m hill is certainly not a minor party like like a local business they are a big business and they're dealing with the city of albany can't be the biggest city in the world i don't know how it relates hurrell pocatello but it can't be the biggest city so i'm just again why are we there well because this court's decisions put us in this situation where st of all i am going to argue why we believe our interpretation of the agreement is the correct one so it's not ambiguous and you know i believe that under this provides venue in the state and federal courts located in that county correct and in and there is no federal court located correct and your honor the and she also found that case it was an ambiguous it was an questionable big because areas to be had led county be no your honor it's not i'm going to talk about the language soon but i do want to point out that in that case the court found unambiguous and therefore did not have to reach if it had sounded ambiguous it would have construed it against expedient that was the party that was seeking that interpretation and it would have because this court has said that repeatedly if it's ambiguous we're going to construe it against the drafter it's undisputed that albany is the draft or this agreement now i would like to talk about a difference between the language in our provision and in the siminoff case that i think is significant if you look at this court's cases  often there is a provision regarding jurisdiction of a court there was that was so in hunt west and that was sort of northern california labors that was so in dock ciders that was so in siminoff there is no this agreement does not provide that in oregon state court has jurisdiction nd in semenov the provision said venue shall be in the courts in king county and now let's look at our this issue i think we're agreed that siminoff did not need to reach this issue with a federal court in king county and this is a different provision your honor does not work i do it this nd and the four circuit does we think this looked and i think that's what a lot of the district courts have done your honor but i think this court has an opportunity to look at the words of this agreement and its cases and decide this issue and i will say that judge graber certainly found a provision very similar to this one and the only this is the only case in the th circuit that deals with this issue and yes i will acknowledge it is an unpublish it apparently there's a difference between venue for litigation and courts the proper court for litigation is that your position that this should be interpreted differences venue as opposed to court i do think that the omission of the word right i think we can agree on that but it does not necessarily mean the location of a courthouse and so the mission of the word courts i think is significant as another meaning and this court has said venue h two m hill and writing these agreements when you're saying venue for litigation shelby in linn county why would you put that in and agree you probably put that in agreement because you wanted lynn county judges and lynn county juries to decide this and you'd be anxious that those be the ones who do it and so when the parties put  and we're reading this based on the common ordinary language of the agreement you're saying to yourself these are the jurors of the judges they wanted linn county just trying to show you when you're looking at the common ordinary language what you're asking me to do i will i will tell you asked what would i think if i'm c h who am i certainly would think that i've given up the right to litigate in florida where we are incorporated but i do not necessarily understand from that provision that i'm giving up the right to be in federal court not based on the th circuit decisions that control here and i do think your honor that the court needs to look at that in the fact that there's an ambiguity there and what this court may please the court i'm started with the question of you said you were focused on location that the court house wasn't located there but i guess my question was is venue there and that's a distinction that  understand your client's position if i'm wrong your client is basically indifferent as to whether litigation occurs in state or federal court you just wanted to make sure that it occurred geographically in leon county  gather if by some miracle between the time of the signing of the agreement and now the federal court open a new courthouse in linn county you'd have to acknowledge that you're going to you know you would be setting federal court right we're not in opponent argues the better drafted provision would have said in the courts of linn county and you didn't say that so i i mean less are going to tell me that your you or your colleagues who drafted this agreement you know went and checked to make sure that there was no federal courthouse and  one county and that's what you agreed to do you agreed it would occur in linn county and if you were moved and we allow that litigation will occur and some other county and that's just that's in direct contradiction of the plan what your client agreed to a couple things st the gene division that's the nd point i'd like to make but there isn't that i mean that raises a bigger problem which is that we're going to allow parties to dictate federal courts where litigation lace that's exactly the point you're if parties are going to dictate where it should take place they should be clear about it and i think this court has made it quite clear and i certainly agree this provision could be a heck of a lot clearer that you're intended to be only in that you are excluding federal court from the jurisdiction ok thank you