When creating a case brief does one need to look up ever law to identify the Rationale section?

[*1064] Discussion The interpretation of a contract is a question of law. Adbar Co., L.C. v. PCAA Missouri, LLC, 2008 U.S. Dist. LEXIS 776, 2008 WL 68858 at *4 (E.D.Mo. Jan. 4, 2008). "The cardinal principle" of contract interpretation is "to ascertain the intention of the parties and to give effect to that intent." Monarch Fire Protection District of St. Louis County, Missouri V. Freedom Consulting & Auditing Services, Inc., 644 F.3d 633, 638 (8th Cir. 2011). In interpreting a contract, the Court uses "the plain, ordinary, and usual meaning of the contract's words" and considers the "whole document." Adbar, 2008 U.S. Dist. LEXIS 776, 2008 WL 68858, at *4 (citing Jackson County v. McClain Enters., 190 S.W.3d 633, 640 (Mo.Ct App.2006)). See also, Shaw Hofstra & Associates v. Ladco Development, Inc., 673 F.3d 819, 826 (8th Cir. 2012). If a contract is unambiguous, the "intent of the parties will be gathered solely from the terms of the contract." Id. (quoting State ex rel. Vincent v. Schneider, 194 S.W.3d 853, 860 (Mo.2006)). Where, as here, [**25] the parties are sophisticated business entities who rely on experts to advise them, the language they have mutually negotiated and agreed to is the best evidence of what they intended. See, c.g., In re SRC Holding Corp., 545 F.3d 661, 668 (8th Cir. 2008); enXco Development Corp. v. Northern States Power Co., 758 F.3d 940, 947 (8th Cir. 2014). After careful review of the parties' Agreement as a whole, and following the well-established principles of contract interpretation, the Court finds the exception for "third party fees" and "fees, fines and penalties" was not intended to apply to liability for issuer losses assessed by the Associations. This is clear for several reasons. First, the exception lists specific fees, fines, and penalties that are excluded from the limitation of liability clause, but does not list anything equivalent to issuer losses. The exception makes no reference to the Association rules that create the liability for issuer losses (GCAR or ADCR) or any reference to liability for a data compromise event. Defendants argue that an exclusion to a limitation of liability clause does not have to listSchnuck cach and every source of liability it seeks to exclude in order to be effective. (Doc. No. 49 at 10-11) Whether or not this is true, Defendants' position is undermined by the omission of the term "Data Compromise [* *26] Losses" (or any equivalent language) from the list of forms of liability excepted from the limitation of liability clause. Defendants were clearly aware of this category of losses and didn't include it. If Defendants had intended for the exception to have the meaning they claim it does, then inserting the term "Data Compromise Losses, " which encompasses all forms of liability for a [*1065] data breach ("all related expenses, claims, assessments, fines, losses, costs and penalties and Issuer reimbursements imposed by the Card Organizations") would have clearly manifested that intent. See New Madrid County Reorganized School Dist. No. I v. Continental Cas. Co., 904 F.2d 1236, 1240-41 (8th Cir. 1990) ("If Continental Casualty wanted to exclude this type of liability from its policy it could and should have done so explicitly. Absent an explicit exclusion, we must apply the language as written. ). Second, the plain reading of a "fee" is an amount paid or charged for a service. Strader, 230 S.W.3d at 625. The term "Third Party Fees," as defined in the Bankcard Addendum, refers to fees charged by third parties in connection with Defendants' processing services, such as "interchange fees" and "access fees" (see Doc. No. 44-1), as opposed to liability for actual issuer losses. Defendants argue in conclusery fashion that the term "fees" [**27] encompasses both "reimbursements" and "assessments," yet nowhere in the Agreement is the stand-alone term "fee" defined as including "reimbursement" or "assessment" arising out of a data compromise event. Moreover, the term "Data Compromise Losses" as defined in the Operating Procedures makes no reference to fees. Rather, liability under the GCAR and ADCR programs is referred to as "Issuer reimbursements imposed by the Card Organizations against us ..." (Operating Procedures, Doc. No. 37-3 at $ 4.9) The term "issuer reimbursement fees" does appear in the MasterCard operating regulations, but solely in the context of an excessive chargeback, not an account data compromise event, and not as an assessment for the purpose of reimbursing issuing banks. (MasterCard Rules at $5 8.3.3, 8.3.3.1, 8.3.4.) Third, the ordinary meaning of the terms "fines" and "penalties" is a sum imposed as punishment. See Farmland Indus., 941 S.W.2d at 511. Defendants contend that issuer reimbursements are assessed by the Associations in a punitive context following a data compromise event. However, the two provisions of the Bankcard Addendum Defendants rely on in support of their contention are unrelated to a data compromise event; $ 13.5 is a general indemnity obligation arising [* *28] from Schnucks' "negligent acts or omissions," and $ 25 relates to an obligation to pay a fine for PCI DSS non-compliance, which can occur even in the absence of a data compromise event. Furthermore, Defendants do not allege that Schnucks was either negligent or PCI DSS non-compliant. If the Court were to adopt Defendants' interpretation that the terms "Third Party Fees" and "fees, fines or penalties" apply to liability for issuer losses, then Schnucks would be responsible for all of the financial liability imposed on Defendants by the Associations relating to the cyber attack and data breach, and, for that matter, any loss of any kind. As a result, the limitation of liability would have no meaning. The Court rejects such an interpretation. The parties are sophisticated businesses who clearly had a purpose for including the limitation of liability exception in the Agreement. In re SRC, 545 F.3d at 668. A well established rule of contract interpretation is that an "interpretation which gives a reasonable, lawful, and effective meaning to all terms is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect." DeJong v. Sioux Center, Iowa, 168 F.3d 1115, 1120 (8th Cir. 1999) (internal quotation omitted). See also Schoemehl v. Renaissance Elec. Co., Inc., 334 Fed. Appx. 772, 2009 WL 1587285, at *2 (8th Cir. 2009) (quoting Beister v. John Hancock Mut. Life Ins. Co., 356 F.2d 634, 641 (8th Cir. 1966)). [*1066] Conclusion