undisputed fact that this material is that for five years while performed the contract including section four point two as written it admits that on page thirty two locations pursuant to a franchise agreement and yes it did it al any except dispense they sold all of them except for the two that spencer was obligated to open as a franchisee under this retain its piece that's the crux of this case we needed the development of the of this market the sale of these franchises by while so that there would be enough franchise units operating to pay bound to our they were relegated to claiming that's all they can claim and they say well franchise all our should have been developer in the second paragraph of section four point two well that's like change in yes to no that's changing wow to stanch or after they had performed pursuant to that contract as the seller for five years your honor if you look at the second to last paragraph i'm inside the second paragraph in section four point two the last sentence and this is not an operator but i want to call to your attention and i apologize for not being an operator it says that the sale is  complete execution of the franchise agreement that's when the sale occurred we could never do that suspension was not the franchise or the franchise agreement is the bilateral contract between wow a franchise or and some third party as the franchisee with the exception of those two franchise locations that spencer was obligated to open so that lower court i suggest sentence in question you started off talking about developers obligation correct in addition to developers obligation to open its own franchise units in their stead of say in second of all it was the form which under article twenty fifty three of the civil code could you win if there was ever a doubtful turn one looks to several things other terms of the contract which i'll get to and usage and what was the usage of five years you should cheer for five years was as written but let me talk about as judge with all due respect here it says in addition to developers obligation to open its own franchise units as described above so you've got to go to a paragraph before the first paragraph of section four point two and as described above only were first to the two stores the two stores that spencer is supposed to open doesn't refer that's that's what it's all hurry to so or member what this the cost of this contract is about and i'm going to get to that the cause of this contract is about spencer's going to pay money to watch and in return for that and it's going to have these development write look at the first sentence and article one of his contract it doesn't seem like it's an obligation to sell it and developers are going  point two both both paragraphs or whether standard but if they had an early development agreement with another party they too were obligated to open up some system their own franchise agreements in addition though the franchise or while had to open up additional locations which is the traditional role of the franchise or franchisee and in this particular case was specifically how spencer was to be paid let's look at the right of first refusal that doesn't make sense your honour's if you have that right of first refusal all's while interpret his contract if wow was selling the contracts and selling the franchise is of course the right of first refusal makes sense spencer was a was offered that but if spencer is obligated to sell the the franchise and it's going to offer itself the of first refusal that makes no sense at all you're right that's not how this work it's not how it worked for five years the testimony was there were rights of first refusal provided by a while to spencer and spencer exercise we don't use the word consideration we use the word costly because we've got to be different but i found a case when i was preparing for this last week that gets to the desk one of the district courts  issue of fact so would a judge or be i do he rule i shouldn't take it personal out what of the trial court to the trial court ignored in ruling the densest ignored the word as written so that is true but your honour's finding of error is not and i would submit to you the crux of my argument is no reasonable jury is the standard here no reasonable jury could find ever franchise or one was assured that's what he meant and he relied on it which i understand is testimony to be then there's a question of fact about it certainly for the jury i mean i guess the other side is denied but case under the facts that are undisputed a contract was signed the contract was performed as written as admitted on page thirty two and therefore for five years and therefore there should be a reversal and grant our summary judgment alternatively alternatively there should be a reversal and remain for a jury trial because only a jury can find our info in the face of a written word thank you m despite the length of the briefs and the amount of evidence of the parties submitted on their various motions for summary judgment this is actually a very simple case which is why obviously we encourage the adoption in the affirmative judge  that yet and there's just let it go at that third and in response to that i would say that i don't believe the testimony is quite as clear on behalf of spencer saying oh i specifically asked about that we're agent at the time who is arguably now described to them really he certainly had no love for my client during his deposition he said this was clearly a mistake it was against the intent of the parties obviously he didn't depose the their attorney at that of this contract were spencer says i'm going to set up two companies one for operations and one for sale sales of franchise now why would he be setting up a second company to sell franchises run and i'm trying to in a conversation when he was told specifically that franchise or war was the term that was meant at the point where it is controversial in this case and if that's true if that true and the jury believed to you would lose like i don't know right did he say that or did he not that's not my understanding my recollection of his testimony or what did he testified to in that respect during his deposition last about those e mails wh evidence and you consider the contract itself and determine that this contract as written simply does not make sense this testimony is inconsistent and as written this contract leads to absurd consequences which is the legal stand judgment we're we're limited and that's one of the this and in our in our brief the prayer that has been asked for i believe is inappropriate because they they request not only reversal but exactly what you just said they want to judgment determining that one had breached contract and i don't think that's actually appropriate because not only do we dispute their position but only four of wows to senses were at issue on summary judgment thirteen through sixteen so there's a whole bunch of other stuff that we haven't even talked about so i think it's not accurate to say that if that goes against wow there is a that is that acquits to a ruling that we are liable for breach of contract because we dispute that h signing of a contract and i think this is a quote from spencer's affidavit worry says mr ballard said that wow intended that it would wow responsibility under the document to you know we don't often say i would only say the credible credibility only becomes an issue if the contract can be enforced and the contract as written makes no sense which well it's the lower courts that question i don't think it's a jury question right there is a jury believe a man of the sea not leaving and you say you can't leave this man because let me look at it look at the contract missed why he didn't say that this was not consistent with his conduct and you to attack his credibility and mistake by and so you know you've got you're faced with this possible statement by your own representative who was representing the company the time while the credit credibility of the witnesses certainly came before the court a common sense of presence to this case which is all the lower court that looked at this thing and said does this make sense and they said sam released on the common contract doesn't even matter as written this contract it's counterintuitive it says different things about different it says literally if we read us the weather they want us to read it so you antis or is required to sell  distinction was discussed at length in the motions for summary judgment and it has a big impact on this because wow specifically carved out the nontraditional locations so spencer on one hand in this appeal is saying that wow acted consistently with the contract but then they sued wow for breach of contract how can you go which which one is we have or did it or we didn't we say we didn't we see any alternative ok if this isn't forcible as written they just said  we sold fifteen franchises was if you look at the timing of this case means there is no breach of contract for lack of sales so either way wow ended up winning that argument but we dissed disagree with its use here because we believe it skews the intent of the parties and what the contract actually reads in section four point two if you force it as written while i was obliged to sell however in section five point two point one developers of obliged to sell so if it goes back and we go back and look at this and it's not reform it rescinded both both parties are a bridge there's no way somebody has to be responsible for selling and somebody has to not be responsible for selling but i was responsible for selling the issue of hurt feelings and interpretation of contract by people that didn't understand what they were signing and honestly a one page mistake that's turned into a at certain times a claim thirty million dollars you know we're going to have a hard time selling the rights to do any kind jacket but generally i mean i don't want to repeat what i've already said so i'm just going to you know pray that the lower court's judgment is a fine and this is an issue of law based on interpretation of contract there was a