violence those reasons include legal issues the court correctly rejected it summary judgment and that the pay failed to reraise in its rule fifty a submission and those reasons include factual sufficiency challenges and  been on appeal presumably because they are indefensible the jury's verdict established that the pig age than egregiousness conduct and there is no legal or factual grounds for disturbing that verdict the pay's position on appeal directly misstates controlling circuit authority and it flips the factual sufficiency challenge on its head we leave the judgment should be reversed the he first argument on appeal is that the whether a contract was formed for the purchase  g machines is a pure question of law of course this court's authority says exactly the opposite it says a contract for mation is typically a question of fact for the jury the court said that in its  contention relies on a concurrence in crest ridge that was incompatible with the majority's actual disposition when you look at the facts in the record it's absolutely clear that the pay and the plaintiffs had agreed to a contract for fourteen machines it was contingent on the first machine working at the un him big us language in the critical clause says unequivocally that if the first machine works as far as planned the pay agrees and is committed to purchase the following extensively in her opening reply brace starting in august of two thousand and six going all the way through the operative quotation which was solicited for contract specifics in june of two thousand and seven the parties contemplated a  trade of exclusive rights to this era back machine in exchange for the pay committing to the purchase of multiple machines and that was a consistent negotiations between the parties it's captured in multiple e mails including critical e mails in mid may and these are cited in a block quote in our reply brief because they are so important and on the fourteenth of high ranking the pay official instructed the plaintiffs to submit a an actual quote a single document with the contract specifics that explains the trade off of the deal and said specifically that if the first machine works you can put us down for two machines per quarter and that's exactly what the plaintiffs did in the quotation and in responding to that e mail they said i think this is critical that the principals and he submitted it again saying this quotation will become the contract between the parties but even if you disagree with what i just said after that quotation was cemented in the paper reported that it went through their capital expenditure process and had been fully approved that those are the words that they heard in the room that they said the plaintiffs they didn't say that it was approved except for certain things or that there were any reservations they said that the terms of the green were considered and approved that was met with an order confirmation which again then was stated in an email providing this is the contract between the parties and the word a confirmation it did have that same language about the headquarters approval but again was submitted by the headquarters so i think that this is a question of fact for the jury we don't including issues that we said waived without any effort to engage or waiver arguments and issues that the court expressly rejected on summary judgment citing binding controlling authority from the first circuit and the texas supreme court we think it's highly unlikely that the district court reversed its own legal rulings earlier in the case without saying a single word about it especially when there no changes in the law and no reason that think that anything had changed between the denial of summary judgment and the post verdict filings what we think happened is that the judge simply disagreed with the jury's verdict and the reason we think that is in addition to granting jame all the judge also conditionally granted a new trial saying that the jury's verdict was against a great way to the evidence so either the judge concluded that fourteen or appendix the record excerpts that we included went through each of their arguments rejected them squarely as i understand the case record that we look at basically three for the jury so it's not just those three documents it's those documents plus the six to eight months of extensive negotiations between still leading her maybe that cuts against you that argument cut against you but i mean it seemed to revised purchase order to change the exchange rate because you're dealing with euro's in dollars and doing that they attached it to the same email referencing the same order confirmation which was labeled as the contract between the parties so i think it's very hard to believe that anyone in this setting if they really thought that wasn't the contract and they thought it was this barebone two page purchase order that was even then that they would have said something but when it went it negotiations started to unravel wasn't right away it was it was months and months later after the paper realized in a ruling that the pay actually doesn't challenge on appeal that they decided that they wanted a better deal they wanted they wanted to pay for fewer machines they wanted expensive exclusivity rights and they wanted exclusively rights for a longer period of time and they can only they can only buy one machine only by machine through a purchase or they can on the pull of feel the contract if they got a purchase order and you understood it well in the richest order had to be approved by someone in contract and there's evidence against block with this in our library because it's so important in this is responding directly to his key argument which you just articulated as well as anyone possibly could the parties contemplated that after agreeing to purchase a forty machines it was contingent on the first machine working so it had after a green hook who are to day agree they greed in each if you look to the plain language of the exclusivity clause in the quotation in the order confirmation it says that if the first machine works it's been isn't that an offer where was it accepted it was accepted by saying that the quotation was fully approved and it was accepted when they then issued the purchase order today say it was fully approved but when i thought they came back with a purchase order said ok we'll buy one what they didn't come back and say ok we'll buy all fourteen it seemed to me the the purchase order was only two pages where you had sent a fifty page document to them they responded with a two page document so so does it say somewhere in a two page document we accept the fifty page agreement to buy all these other machines your hundred seventy email exchanges between the parties when they called and they said capek's are the e mails part of the contract that the e mails are the negotiations that are relevant because this is a fact issue for the jury and you're not bound to only look at those three or four documents were unaware of any authority in any court that says that but again the purchase order for two pages it was unadorned purchase order the pay his own c e o testified in language that we quote again in our opening brief in would not agree to a contract of this magnitude without additional detail in it so the payson c e o testified effectively there's no way the purchase order was in fact the agreement between the parties but again this is a fact issue for the jury the jury had ample evidence direct and circumstantial that when you negotiate a deal in that negotiations again these were detailed e mail exchanges saying if the first machine works in this is again why they expected a purchaser for one machine read your case  hear is that you made the their offer and the quotation on and they fully complied with it in the sense that they sent a purchase order for one machine which was  not denying anything else it had been said and then the confirmation order comes at the top the terms of the exclusive of every month and the thirteen machines of that they are supposed to apply and there's nothing said about that and that's the contract what you're not i think that our point is that what you just articulated as looking at those exchanges those key documents could in fact support the jury's verdict for contract we don't need anything else my point is that if you look at the surrounding evidence going up to the kind that those critical moments where the meeting of the minds occurred and even the evidence immediately after it it's consistent with our view of the contract that inconsistent with there's is indisputable that the that the quotation went through the cap approval cap asset approved and was approved by italy or wherever the headquarters was it is ok and so that's your argument i mean if they prove not purchased one machine i mean that just seems to me and then and then not used to ship the the confirmation or the again said it said and there was a fact question you construe all the evidence in the favor of upholding the jury verdict in the disregard the evidence that cut against it and i think doing that this becomes a very easy case i see my time's warning down so i just want to address very quickly of the one satisfaction r argument and the issue preclusion argument that the payoff is to undercut its tortious interference claim again the pay does not contest on appeal they've abandoned the argument that the jury lacks sufficient evidence to determine that the pe in fact engaged in bad conduct in tortur interfered with the leakers rights with the row for one satisfaction this court has said unequivocally in g e capital that it does not apply in a setting or see what you're saying that even if we rule in your favor pay and there industry the second was in general distribution agreements supply machines in north america the pay tortious interference with both agreements there's never been any satisfaction for the general distribution agreement that they interfere with it's a completely different agreement  arbitration work is limited to three machines and the jury did not include this three machines in its damages awarded under the contract or tortious interference so the one satisfaction rule concept is that you can't collect twice you can get a windfall here th may please the court there are multiple reasons why the district court was entirely correct to grant the pay judgment as a matter of law and contract claim i'd like to highlight two primary independent grounds on which to affirm a binding contract to purchase fourteen machines and the court can decide that issue as a matter of law using a simple application of the u c c battle of the forms under the u c c the key part of the analysis is determining which document is the offer that's crucial because under two point two of seven we know that the terms of the offer will trump the terms of the acceptance to the extent that the acceptance contains materially different terms now the price quote that s k sent to my pay contains a home office acceptance clause that joe shelley identified earlier stating that quote all orders and agreements shall be subject to the acceptance and approval of still it occurs headquarters and board that  precludes the price quote from being an offer because it prevents any purported acceptance from forming a contract as we know from the stand what a jury heard all of that and that's a factual matter because it was submitted by the headquarters  cited a number of cases in our brief including the stamp any fact like this where they had orders itself and a principle op the corporations have submitted your honor i don't know that any of the cases specifically this exact fact permit what i do know is that the home office acceptance pause speaks to quote the acceptance and approval of s case headquarters i don't think it's reasonable to think as a matter of law that simply getting a price  question room your honor we look at home office acceptance clauses from the recipient we know from the restatement that we would look at what a reasonable recipient would think upon reading the home office acceptance clause namely section twenty six absent sets out cases that pressured relies on including the gulf states case and the tenor graphics case i think for that reason we can decide this is a matter of  acceptance of course was as case order confirmation as i understand the the quotation containing all the terms that they wish to apply indicator of what cap ex approved was the purchase order in this case as your honor correctly identified earlier the purchase order was for only one machine so there is no reasonable basis for still occur to conclude that the pe had approved the purchase of more than one machine it wasn't that a little misleading on the part of your client that they didn't say wait a minute we're not agreeing to these other machines it couldn't of been assumed that it's ok send us the first one  and not make it clear that they were not except in the purchase of others led them to believe that that you had agreed to the fifty page document when it was not made clear that now you're saying outset that the purchase order was the only indication as to what the cap ex process had approved of course the cap ex process approved one machine for about a million dollars there are standing is that the cap ex approved the fourteen million dollar purchase that's difficult to leave  wouldn't it why wouldn't it be reasonable for them to assume that if you would submit submitted this to your capek's process the quotation and it came back and you complied with the quotation to the extent that you require depok comply with it at that time but they didn't have a contract with you based upon the on the quotation i sure when you come back and give them the the confirmation that they give you the confirmation and you still don't say anything you just let the thing ride and at that point they are in complete compliance and you're in complete compliance with the initial quotation your honor i think it may not have been necessary to alert those remarks made after or before the confirmation of the product the three documents are we're talking before the purchase order had been sent out your honor we explain the cap ex process and of course mr sulu he confirmed during scruffs examination at trial record on appeal ninety four zero nine ninety three ninety seven ninety four thirty three that he understood he kept our story is that really necessarily on contrary cock to or does that is the fact that you have to go through a purchase order every time contract as all even though you don't make each one purchase on each machine on the basis of a purchase order later on i don't think it could be an acceptance of the price quote because the price quote is not an offer of course the offer in this case is the purchase order headquarters exactly and they send out a fifty page document and they say we have to have home office approval of what of  so your theory then is that the purchase order is the offer now they probably thought that through the current probably thought that their fifty page document was the offer right i'm not sure whether or not they thought that your honor but it would not have been reasonable for them to think that because of the home office acceptance clause we know that price court cannot be an offer if it reserves the right to further confirmation or further assent to the person issuing the price quote that's the g states case the tender graphics case that we spoke to earlier well let's assume you put out this fifty page they put out this fifty page document and there comes back accepted that would have been that we said on page twenty seven of our brief of the court looks at these documents includes as a matter of law which is the offer which is the exceptions and that determines the extent of the contract between the parties in the middle any material alterations in the acceptance will drop out per u clear that you were not accepting i mean that's where the confusion is a joke i will buy one but it was not made clear that was no objection to the quotation why wasn't that done it seems to me  ok agreed by fourteen but there was no wait a minute whoa we didn't agree to this why wasn't that made clear your honor i took judge jollibee asking a similar question earlier and i think my best response is that throughout the issues the same thing is that i suppose so you are on of the the point is that studio was notified that the purchase order is the only indication of what's been approved by cap ex so when we've sent in the purchase order for one machine its province determine that that is as a general proposition is true whenever you show that the quotation went through the cap x express people and it evidence that you had approved in the sense that they they have showed that ship shown that the quotation went through the process that required such approval and that it came back without any comment and and no evidence of anything other than it had been accepted because you made the purchase order for the one machine that was required under the cloak under the quotation of the honor i think the evidence at trial was overwhelming that ex process was the only way to approve a purchase of this magnitude the jury heard evidence on that the jury saw no evidence that there was any agreement from that you're against your honor and judge cummings concluded that the evidence that silly occurred but i was legally insufficient with the judge suffered and second the contracts that it claims were interfered with were not contracts at all i'd like to walk the court through the analysis i still occur as a standard middleman advice products for manufacture marks them up and found that s k in a row form a contract for four machines that's a paragraph one hundred eighty six of the arbitration war and it references s case purchase order number fifty two seventy nine point four the arbitrator held in paragraph one hundred twenty four that there was no agreement for fourteen machines those only agreement for four and so when a row sold machine numbers to three and four directly to a pay it breached it for breach of the contract interfered with that's the american national petroleum faced case inside a page forty nine the arbitrator said it was a contract for machines a roto breached as a three of those machines the damages were a half million euros that set the full extent of the injury th is that there were actually two different contracts with a row and i'd like to explain why that's wrong in the first contract they speak to is a what they call the general non exclusive north american distributorship between so that occur in a row  the general non exclusive north american disturb your ship is not a contract for the arbitrator the second still recurred claims that it seeks damages on machines five through fourteen acknowledges it's already been compensated for machines to forfeit six damages on five hundred fourteen but again the arbitrator held under belgian law that there was no contract for machines five through fourteen this is paragraph one hundred and twenty four of the so on that basis your honor it's saluting her cannot recover on either one of those agreements because they did not exist there can be no tortious interference with a contract that doesn't exist and they've been fully compensated for the only race that they did suffer as machines to for in closing your honour's of this is a straightforward case for firmaments we have given the court multiple bases on each claim to affirm and any one of them is sufficient the other side has to overcome every single one of these bases and they cannot overcome and i'd like to start out with the notion that there was not a viable and general distribution agreement my friend who is very able by think he's misread the arbitration award and says very clearly what they rejected is that it was an exclusive rights to distribute in north america safe said there wasn't a breach of that agreement i think the more important point though is that this argument was never raise it any point below so aside from not raising it under rule fifty or rule fifty b it was even pressed below the case proceeded on the fully compensated i think it's also clear that the arbitrator did not say that the there was only right so fourteen machine contract it said that under strict belgian damages law and this is under article three of the law of twenty seven july nine one and it's very quirky but under belgian law unless you have machines that are actually in production those are the only machines you can be compensated for texas law is obviously very different if you if you violate a contract and you agree to purchase fourteen machines that can be damages for all fourteen machines but this ignores again that the one satisfaction will doesn't even apply in this context it's a court it's a limited doctrine for joint tortfeasor years the tortious interference claim is not a joint conspiracy claim it's a claim that that th that interfered with plaintiffs rights of the road oh by strongarming a road to terminate both their distribution agreement and their specific agreement to supply machines from the pay so i don't think that for many reasons that works as for arbitrate with each other if they don't agree to resolve disputes with strangers the arbitration agreement especially here would be so in equitable to apply those findings to a separate lawsuit after the defendant had a full and fair opportunity to do a little gate is trying to cherry pick the findings they like and ignore the findings they don't like so i think that that resolves the tortious interference claim the only other thing i think the contract is very clear about this of this and with one final point in the support is questions for the home office acceptance cause i don't think any reasonable person could possibly look at the e mail that was sent with the order confirmation this is on page one zero six zero nine of the record and say that's just an order confirmation contract between the parties and no and i don't think a reasonable issue that was i heard that and i thought well it's a lot of things i think like that would describe it but my again my friend is a very able advocate but i don't think you would say this is the most straightforward case we've had everything i think you're on thank you very much for call the next case of the day and th