please the court eric arriving on behalf of appellant michael williams propellent asks this court to reverse the decision issued by the district court the district were aired as a matter of law on four separate grounds summary judgment in order that the defense ending dimity clause contained in the jones act settlement encouragement was in forcible against williams from the beginning i want to clarify specifically what william salt beneath the district michael williams enter the agreement and specifically as to that indemnification clause it would have only related to tort liability and what it would not have done is applied to contractual liability between the parties and i think the rest of the contract makes say hey i'm releasing you from each and every all and singular all material this and that and goes on for ten pages about what you're releasing and then he said but i'm still going to sue her then that's all that means i can still see her that doesn't have any to do with whether i'm inde litigation i was excluded because it says any and all claims what's your best textual hook contribution or toward indemnity climbs including but not limited to cannot itself be a limitation otherwise but not limited to you would be written out a contract i understand what you're saying but when it comes to michael had to where he had a lawyer who didn't interpret that clause in the manner that type perry did after the fact are the other side's boyer to consult with a client so if he has an inadequate attorney he doesn't explain all get medical care or something obviously there's a lot of protections for that person and i don't mean to suggest that c men aren't smart that's not my point but that person gets a lot of protection and this person mr williams does too but he had coun he had an opportunity to review the document he had opportunity counseled on it it says any and all claims he knows about this pennsylvania litigation so i don't really understand why this is something that is being unfair to the scene and i realize it's not a good deal for him necessarily but why is it unfair to him but i think what that's doing is almost reversing the burden on who it is that has to prove that this intimate occasion provision was fully and fairly explained and it's not on michael williams to prove the negative of that rather hyperion is the party who wants this provision to be enforced against williams it's their burden to show that it was fully and fairly explained to him but just to be clear your best textual hook ability to pursue claims against the pennsylvania defendants and it was specifically look at what the consideration michael williams was receiving was for it's not for taking on this indemnification burden of the third parties in the pennsylvania litigation injury described above in any other accident or injury during the course and scope of his work for eternity and hyperion invest in its she's made up paragraph begins on the first page of the settlement agreement and carries over on to the second i was noticeable notably absent from indemnity provision to williams as well as provide additional compensation to williams for the relinquishment of these rights and it was not shown that either of these occurred so the district court err in that decision and her issuing her order requiring williams to indemnify these third parties violates the park's precedent she didn't read all the provisions contained within it as a whole to try and determine the meaning and there's a principle of indemnity law that the contract of indemnity should be construed to cover all losses damages or liabilities which reasonably appear to have been of the parties but it should not be read to impose liability for those losses or liabilities which are neither expressly within its terms nor of such a character there can be reasonably inferred that the parties intended to include them within the indemnity coverage and th say i'm going to reserve my rights against these parties and in a provision within it saying i'm also going to pay the defense and dignified those same parties in that ongoing litigation you can't reverse together other parties right down the michael williams which i don't think when you read all the provisions within the settlement agreement is what he intended the parties knew that there was a third party claim pending in pennsylvania at the time they knew that us well had filed a third party complaint i think when we look at the fact that these conflicting provisions within the settlement agreement exist the consideration solely being for the jones act claim as well as the reservation of rights against the parties in the third case in the second case pending in pennsylvania i think that creates a conflict and because of this conflict that exists i don't think the indemnification provision is stated unequivocally as it has to under the corporate standard it's not clear that he's going to have to be in third parties in that case he's trying to proceed against he's going to outdo the money so that all works out right there may be defenses to the lawsuit against hyperion and so on so i mean perhaps ultimately could be that but that doesn't mean it has to be or it doesn't mean it has to be but in the event suits in other words the people they're serious is not he's not defending a don't find the people he suing he's defending it down by the people that the people he's suing are suing the third party so i am right that you are you're conflating two things maybe in the end it doesn't work out to be that he can't really see them because he would have to pay him what he gets from them but we don't know that at the outset i don't think it's  if the court in pennsylvania allows it so it's not it's i don't think it's conflating the issues or combining them we already know that what's going to occur in the pennsylvania litigation if the court allows it is michael williams going to have to defend the new democrat the very parties that he's trying to sue within it and i think i think the district court's imposition of the indemnification duty a large part of her order was related to what the district court determined was underhanded conduct on the part of williams counsel in filing two lawsuits and a lot of that there's speculation on the part of the district court as to the intent of plaintiff's counsel and despite there being no evidence that anything underhanded occurred or any violation of any rules occurred she placed great weight on plaintiff's council's decision to file two lawsuits initially separating out the jones act claims against a louisiana based defendant the employer of the louisiana plaintiff and filing separately the specific premises liability claims that were as a result of the pennsylvania incident and i think it's important that there's no evidence that anything counsel did was improper yet despite this the district court placed great weight on this the status was followed a week before mediation was held in this matter in the case was subsequently settled at the mediation so the issue of jones act status is not before the court well we can't use the heightened standard of the jones act or whether you just do plain contract interpretation you're going to reach the same result this was a gentleman who slipped and fell in the middle pennsylvania address wasn't a finding on something doesn't mean that that is a finding against him i guess you could say if you put on no evidence that he was a seaman then maybe he would lose his sorry judgment context but you're saying that wasn't really litigated then don't we have to sort of release narrow down to its basic this is a simple contractual interpretation i believe the district court did excellent job of forcing mr way in his case when compared to corporate corporates on the older cases on and then the language was included in the release is because hyper didn't want to pay twice for the same injury because those they knew it was already pending in the same counsel it represented williams and pennsylvania on the premise of the ability  argument that's inconsistent with saying we're still going to see these other people they had already sued them at the time the unit agreement was live but they were by releasing each and every all in singular blah blah blah we're not releasing these other people over here and that is clear in the release they and i think the district court did a good job of pointing out she judge carl stewart's opinion i'm broke is that here in the person of the ne t that hyper and wanted to be a democrat from was us well and that is clear along this is not a contract or a provision based looked in the employment contract so those two cases are easily distinguishable on the facts i think the rope problem here is that way i'm sist disagrees as to the meaning and intent of the contract but that doesn't make it in it was and that was pointed out judge towards it in the broke a case where the instrument is so worded that can be given a definite legal called for the role of any and all claims that may be asserted as far as a public policy argument in the semen status argument that that's almost akin to a child murdering his parents to say i proof to say you had a good lawyer you don't have to prove what he was actually telling our us that's hard to turn a client privilege but just taking his argument that it's your duty to prove is it enough to say you had a good lawyer i think mr williams the plaintiff was seeking in the district court williams came into the eastern district on a declaratory judgment action soley for the purpose of getting a ruling that i can ignore the one clause that requires me t the language doesn't need interpretation you don't go to the parties and test so if you look at the language of bravo and you look at what's in this release they're very close to each other what we heard repeatedly during that argument was that counsel squat spoke at length about what was explained to michael williams counsel talked about all this was explained to him he had indemnification provision was never explained the interpretation of the provision that williams would have to turn around go to the pennsylvania case and indemnify the very parties he was suing was never contemplated by counsel we still don't understand it to be interpreted that way it occurred after the fact when hyperion decided to read this one provision by itself within the contract but the record at six zero eight six zero nine it's in footnote seven of our brief lays out the specific deposition testimony which talks about what was in was not explained to williams what nobody at this firm understands very least to be what your client is purporting it continues on with an explanation so although the provisions of the settlement agreement were obviously explained to mr williams this unique interpretation that point that we still don't read it now it may not and why it's so unique that any and all means any and all i mean i think again i don't know mr williams educational background or whatever but those aren't particularly difficult words any at all not particularly legal ease or latin or whatever so i don't know why that's so difficult but i think it starts with the absence of contractual indemnity being within that clause and that's the same as in the corporate case one of the issues with the  corbett was the absence of saying it was contractual indemnity which is exactly the case here counsel for williams is obviously entered in explaining numerous settlement agreements to jones axeman throughout the years we've never had one similar ones even to this where despite there being an absence of this contractual indemnification after the fact someone contractually tries to use that as a contraction indemnification requirement it's not how we read it then  tried to distinguish corbett in parks due to the absence of counsel when those agreements were interred when he was up here and i just want to address as stated williams had counsel but what was never explained to him was that this interpretation of the agreement it was never interpreted that way by the firm and thus williams never had it fully explained to him that he was somehow going to have to then turn around in and dignify these parties in that litigation and then the brocades i think the importance of the broke ace for this panel is that what bro actually said should occur is when looking at this all the provisions of the agreement should be read together and i don't think that the district court's order indicates that she did she focuses on the singular indemnification provision doesn't look at what the consideration specifically was for and doesn't examine the fact that he's reserving these rights against these pennsylvania parties