after is referred to as the agreement that all shareholders reached on december fifteenth two thousand and nine so your honour's decided a case called the carving trust case back in two first of all that in the case of antecedent writing followed by and then soon writing that you have to decide whether the ensuing writing modifies the prior agreement or not and then if it does then the second stage of the analysis is to decide well in what way does it change it and in that case justice arthur writing for the majority  resolve the ambiguity without requiring testimony factual proof you could just decide based on the writings your honor you were you filed in curry and in playing that you would reach the same  but we also differ i think from our own under the mccarthy trust analysis about what happens if there is an ambiguity that needs to be decided we think that would create an issue of eleven they said that they were terminating the contract without and i think it's important to realize that what they're saying without pause there there in many of the cases that are cited in the br like the client's case with case that case another case of there's a dispute about whether the employee who's been referred to in the contract is going to retire retiring are entitled to retire and so on whether that person somehow wasn't performing the contract and could be terminated for in one case they said that the play was no longer the employee because he had bought some kind of a in another case that he wasn't being a good general manager anymore because he wasn't keeping them abreast of what was going on after of sales in brunswick of a bowling alley concern and  on and so forth but in this case there was no contention that there was a terminations for cause here or indeed basis to terminate for office so we're strictly talking about a determination without cause and that's what  asli had reached a lot of factors under exhibit b where they're talking about well what are we going to do before your retirement years we're going to give you more vacation we're not going to pay with much and then you're going to retire in january twenty zener january twenty fourth seen that data all on the topic of the term of the agreement and all on the topic of a determination about and because the termination termination for us as in these cases that have been cited in the brief if something like that can be proven but nothing like that is involved in our case the one thing about the mccarthy era i think is important is if you love age the age of five thirty five five thirty that of the court's decision even starting on day five thirty four there zeroing in on any provision in particular in deciding how to change was made in this case i think that judge two big mistake when he ruled that he was going to grant the two six  nine motion of the defense was that he he wasn't applying he was applying a rule that makes a lot of sense in the context of one  at one time where the law says you've got to try to give effect to all of the firms in that document and reconcile them with one another within the four corners of the instrument but where you go in and soon the green light exhibit the following a prayer greenman like these in the day you no longer have four corners you've got a foreigner's now and it would seem to me that the leader of the two documents is going to control and you don't need to reconcile them so much anymore because the parties didn't create them at the same time the back in two thousand may be an exhibit a we've already had you would you would be wanting to reconcile everything in that instrument where seven years later when the retirement being planned and exhibit v is created the parties are i'm interested in fixing everything reconciler together with very clear and very specific requirements and two point one for terminating this agreement without cause sent a letter certified mail return receipt requested to point once that they do send it one hundred eighty days and that's also because that's what two point one said europe needed to do there's no dispute about it that and that's a brings up the claim decision in my mind as it is a case that's actually instructive hearing klein it had kind of a similar situation where there was an original employer follow the procedure set forth in the agreement for doing so that's what happened here in klein the employer didn't follow that procedure here sirrah did and there's no dispute about that the only question here in this  is separate and part of the exhibit a it is definitely a different document executed at a different time right that certainly once it was prepared it memorialized the new agreement that included ter less no surprise it also says this dr smith and the doctor got one of his partners at the time agreed that they will retire effective january twenty third team or january twenty fourth and neither dr smith or dr young dr young will return to work full time that's the only provision allowing for review that i that i could zoom in here so it sounds as though horrible sort of arrangement that would only be reviewed on one basis and that was whether the extended period of vacation would be in the best interest of the radiological agency association i would say that that's what the parties would review on an ongoing basis but i guess i'm confused  likening that to whether sirup terminated alcohol in that interim period that that's what i'm questioning is whether by limiting the type of review that can be done on this new arrangement you're i would read them different ways so i guess i would say that it would seem did that on because it seems to me that you precluded yourself from doing anything other than letting them  so the question is that this review provision eliminated pretty much completely the party's ability to end this agreement for doctors in this retirement and i just don't see that it gets there i mean you can review one part of the contract without talking at all about another words mean and there's no need to resort to expensive governor's thinking or found the perfect case the other problem with dr smith's reading of this and why syria does not believe there's any ambiguity is the results that f might mean you know they don't mean losing period of employment made does not mean shall and is not so construed in private practice accordingly plaintiff the bacteria's burden of proving the existence of an agreement to employ him for a indefinite option for eleanor employers and i don't know how we could have been more clear about that if you are a citizen you're a doctor and you work for somebody you should be able to be terminated no matter what and i don't think that to a big customer and everything so we've never said that you can't have terminations for cause we're saying this one wasn't for cause there was no problem with dr smith's performance they just  are still pending but they also breached it by ending it in such a way that it doesn't perform a language he will retire in january twenty thir