dissenting:
Because the decision of the panel majority disregards precedent and will undermine the fair administration of justice in this Circuit, I write separately to explain my profound disagreement. Paragraph D(a) of the Plea Agreement provides, in plain terms, that in the event of a breach by Holbrook, the United States Attorney’s office may “declare this Agreement void and proceed to trial” (the “Trial Remedy”). Although the Trial Remedy is clear and unambiguous, the majority has avoided its application altogether. The majority opinion has thereby failed to apply controlling precedent, and its decision thus stems from an erroneous approach to the issue of whether the Government adhered to its obligations. More specifically, the majority (1) fails to observe the elementary principles applicable to the interpretation of plea agreements; (2) construes the Agreement in favor of the Government; and (3) rewrites the Agreement to justify the Government’s actions.
Before turning to a detailed explanation of the deficiencies in the majority opinion, I take the opportunity to provide a brief overview of the majority’s problem. As aptly observed by John Adams during his defense of British soldiers charged with the Boston Massacre, “[f]acts are stubborn things; and whatever may be our wishes, our inclinations, or the dictates of our passions,” they cannot be altered. J. Bartlett, Bartlett’s Familiar Quotations 462b (14th ed.1968). And the relevant facts of this appeal — the terms of the Agreement written by the Government — entirely undermine the ruling of the majority. Without revising the terms of the Agreement, the theories of the majority do not withstand scrutiny. As has been true throughout history, it is simply impossible — regardless of the effort expended — to construct a “silk purse from a sow’s ear.”
As explained more fully below, I would reverse the district court and remand for further proceedings.
I.
A.
During the initial trial on her two-count Indictment on firearms charges, Holbrook and the Government entered into the Agreement of August 23, 2001.1 Pursuant thereto, they agreed, inter alia, that Hol-brook would plead guilty to Count One, that the Government would dismiss Count Two, and that the Government would recommend that Holbrook receive credit for acceptance of responsibility. With respect to a breach by Holbrook, the Agreement’s Paragraph D (the “Remedies Clause”) provides, in pertinent part:
I [Holbrook] understand that if I breach any provision of this agreement, at any time, that the United States Attorney’s office may, at its election, pursue any or all of the following remedies: (a) declare this plea agreement void and proceed to trial; (b) refuse to recommend ... acceptance of responsibility; (c) seek an upward departure from the guidelines range, or seek imposition of a sentence at the high end of the guidelines range; (d) terminate my opportunity to perform substantial assistance ...; (e) refuse to make a substantial assis*427tance motion ...; (f) withdraw any substantial assistance motion made ...; (g) refuse to abide by any other sentencing or other stipulations contained in this plea agreement; (h) take any other action provided for under this agreement or by statute, regulation or court rule.
Agreement ¶ D. The Government’s right to utilize the Remedies Clause is triggered by a breach of the Agreement by Holbrook, as explained in Paragraph H (the “Breach Clause”). More specifically, if Holbrook breached the Agreement by seeking to withdraw her guilty plea on Count One, the Government, pursuant to the Breach Clause, could utilize the remedies set forth in the Remedies Clause. The Breach Clause provides, in pertinent part:
I [Holbrook] hereby agree and stipulate that if I do any of the following, I should not receive credit for acceptance of responsibility and the United States will be free to make any recommendations it wishes at sentencing or to declare a breach of this plea agreement and seek the remedies set forth in paragraph D: (1) attempt to withdraw my guilty plea ....
Agreement ¶ H (emphasis added). Pursuant to the Remedies Clause, if the Government, in response to a breach by Hol-brook, desired to proceed to trial, it could do so by invoking the Trial Remedy, i.e., by “declaring] this plea agreement void and proceeding] to trial.”
On November 5, 2001, Holbrook sought to withdraw her guilty plea, in contravention of the Breach Clause. In so doing, she asserted that she was not mentally competent when she entered her plea, that she was then acting under duress, and that she possessed a valid defense to the charges. On November 7, 2001, the United States Attorney informed Holbrook that she was considered to be “in breach of the plea agreement.” And due to this breach, the Government asserted that it would not move to dismiss Count Two and would instead try her on that charge. Notwithstanding the Trial Remedy, the Government asserted that it “tak[es] these actions under the plea agreement and does not renounce the plea agreement or declare it void.”
On November 8, 2001, and again six months later on May 9, 2002, the district court heard evidence on Holbrook’s motion. The court then denied her motion and scheduled sentencing on Count One. The United States Attorney sought a continuance of her sentencing to permit him to “withdraw [the Government’s] promise to dismiss” Count Two, to try her on that charge and, assuming her conviction, to have her sentenced in a single proceeding. Holbrook objected, asserting, inter alia, that the Trial Remedy did not authorize the Government to proceed to trial unless the United States Attorney first voided the Agreement.2 And if the Agreement were declared void, Holbrook’s guilty plea and *428conviction on Count One would thereby be vacated. The court disagreed with Hol-brook’s position and, on June 25, 2002, authorized the Government to proceed to trial on Count Two only, without vacating her conviction on Count One. See United States v. Holbrook, 207 F.Supp.2d 472, 473 (W.D.Va.2002).
The district court found that Holbrook’s effort to withdraw her plea contravened the Breach Clause, and it concluded that the United States Attorney was required to seek a remedy under the Remedies Clause. Id. at 475. Recognizing that the Trial Remedy mandated the United States Attorney to void the Agreement in order to proceed to trial, the court premised its ruling on the Agreement’s Paragraph D(g) (the “Catchall Remedy”). Pursuant thereto, the Government, in the event of a breach, is entitled to “refuse to abide by any other sentencing or other stipulations contained in this plea agreement....” According to the court, Paragraph I of the Agreement (entitled “Dismissal of Charges”), by which the United States Attorney agreed to dismiss Count Two of the Indictment (the “Dismissal Clause”), constitutes a “stipulation” under the Catchall Remedy.3 Id. The court reasoned that, because the United States Attorney was not obligated to comply with the Dismissal Clause, he could proceed to trial on Count Two alone. Id.
On July 26, 2002, after a three-day trial, Holbrook was convicted on Count Two. She was then sentenced to 120 months in prison on Count One and to a consecutive term of ninety months on Count Two. This appeal followed.
B.
As both the panel majority and the Government recognize, we apply basic contract principles to the interpretation of a plea agreement. United States v. McQueen, 108 F.3d 64, 66 (4th Cir.1997) (analyzing government’s breach of oral plea agreement under contract law); United States v. Ringling, 988 F.2d 504, 506 (4th Cir.1993) (analyzing plea agreement according to material breach principle of contract law). Certain of these elementary principles are applicable to this dispute. First, as the Government concedes, a contract must be construed according to the plain meaning of its terms. 11 Samuel Williston & Richard A. Lord, A Treatise on the Law of Contracts § 32:3 (4th ed.1999). Second, we must read each provision of a plea agreement as part of the whole, such that no word, phrase, or term is rendered superfluous. Id. § 32:5. Importantly, “[a]n interpretation which gives effect to all provisions of the contract is preferred to one which renders a portion of the writing superfluous, useless or inexplicable.” Id.; see United States v. Brye, 146 F.3d 1207, 1211 (10th Cir.1998) (applying rule to plea agreements). And finally, when there is a conflict between general and specific provisions of a contract, the specific clause controls its meaning. 11 Williston & Lord § 32:10; cf. Allen v. Thomas, 161 F.3d 667, 672 (11th Cir.1998) (finding general language insufficient to waive specific rights).
Because a defendant’s underlying “contract” right is constitutionally based, however, our interpretation of a plea agreement is in many respects unique. As a result, and as Judge Phillips properly recognized several years ago, judicial review *429of a plea agreement must reflect “concerns that differ fundamentally from and run wider than those of commercial contract law.” United States v. Harvey, 791 F.2d 294, 300 (4th Cir.1986) (concluding that government’s breach of plea agreement implicated due process concerns by impairing voluntary and intelligent nature of plea); see also McQueen, 108 F.3d at 66 (explaining that “defendant’s fundamental and constitutional rights hang in the balance” with respect to plea agreements); Ringling, 988 F.2d at 506 (same); United States v. Smith, 976 F.2d 861 (4th Cir.1992) (applying same principle to immunity agreements). And “when a plea rests in any significant degree on a promise or agreement of the prosecutor, so that it can be said to be part of the inducement or consideration, such promise must be fulfilled.” Santobello v. New York, 404 U.S. 257, 262, 92 S.Ct. 495, 30 L.Ed.2d 427 (1971). It is vitally important that, in criminal proceedings, our concerns “run even wider than protection of the defendant’s individual constitutional rights — to concerns for the ‘honor of the government, public confidence in the fair administration of justice, and the effective administration of justice in a federal scheme of government.’ ” Harvey, 791 F.2d at 300 (quoting United States v. Carter, 454 F.2d 426, 428 (4th Cir.1972)). Accordingly, in plea agreement matters, the Government is obliged to conform its actions to a higher standard than we expect from a typical contracting party, and we are obliged to construe any ambiguities and inconsistencies in a plea agreement against the Government. See, e.g., McQueen, 108 F.3d at 66 (suggesting that plea agreements should be in writing because, in the words of Judge Russell, “the government bears a greater responsibility than the defendant for inaccuracies and ambiguities in a plea agreement”). The Government’s greater responsibility is magnified when, as here, it has written the Agreement. Harvey, 791 F.2d at 300.
II.
The plea agreement process is an essential and carefully-structured component of our criminal justice system. Because the vast majority of defendants plead guilty, the “fairness and adequacy of the procedures on acceptance of pleas of guilty are of vital importance in according equal justice to all in federal courts.” Fed. R.Crim.P. 11 advisory committee’s note. Unfortunately, the majority’s decision of today poses a distinct threat to this fundamental concept. In its opinion, the majority has (1) failed to adhere to the plain meaning apparent within the whole of the Agreement; (2) construed the Agreement against Holbrook; and (3) rewritten the Agreement.4
A.
In order to uphold the Government’s actions, the majority has found it necessary to disregard the principles of interpretation that we are obliged to apply in plea agreement disputes. First of all, we must construe a plea agreement according to the plain meaning of its terms. 11 Williston & Lord § 32:3 (explaining principle). And the pertinent provisions of this Agreement could not be more plain. Second, we must read the Agreement as a whole, such that no word, phrase, or term is rendered superfluous. Id. § 32:5 (explaining principle); see Brye, 146 F.3d at *4301211 (applying principle to plea agreements). In order to justify its position, the majority ignores this principle altogether, disregarding the controlling provision of the Agreement, i.e., the Trial Remedy. As explained below, a proper application of these elementary principles mandates a reversal of the district court.
1.
We begin our analysis, as we must, with an examination of the Agreement’s terms. The Breach Clause provides, inter alia, that if Holbrook “attempt[s] to withdraw [her] guilty plea,” the Government may (1) “declare a breach of the plea agreement,” and then (2) “seek the remedies set forth in Paragraph D [the Remedies Clause].” Agreement ¶ H. Under the Remedies Clause, there is only one remedy — the Trial Remedy — authorizing the Government to proceed to trial. And under the Trial Remedy, the Government can proceed to trial only upon voiding the Agreement.
The majority has decided that it can ignore the Trial Remedy, and it instead relies on two alternative theories in concluding that the Government could proceed to trial without voiding the Agreement. First, the majority contends that the Government could proceed under the Catchall Remedy, which authorizes the United States Attorney, inter alia, to refuse to abide by any stipulations in the Agreement. See ante pp. 431-32. Under this theory, the Dismissal Clause constitutes a “stipulation” under the Catchall Remedy, and the Government was no longer required to dismiss Count Two. Alternatively, the majority relies on Paragraph D(h) of the Remedies Clause, which provides that the Government may “take any other action provided for under this agreement or by statute, regulations or court rule.” See ante p. 423. According to the majority, the Government’s obligation under the Dismissal Clause constitutes an “other action provided for under this agreement,” and Holbrook’s breach releases the Government from its obligation to dismiss Count Two.5 Under either theory, however, the result reached by the majority is premised on the Dismissal Clause, which says exactly nothing about proceeding to trial. The majority’s rationale thus rests on its implication that, when a criminal charge is pending, the Government must necessarily and always proceed to trial.6
While a breach by Holbrook might support a decision by the United States Attorney not to dismiss Count Two, the Dismissal Clause neither addresses the issue of trial nor authorizes the Government to proceed to trial. Thus, the majority’s implication that the Dismissal Clause authorizes a trial on Count Two is unwarranted, and it is inconsistent with the specific terms of the Trial Remedy. In any event, if the Government had wanted to reserve the right to proceed to trial under the Dismissal Clause, it would have negotiated for such a provision and written the necessary words “proceed to trial” in that *431Clause. It chose not to do so, and it is bound by that choice.
Put simply, the decision of the panel majority contravenes the principle that the plain meaning of the Agreement must control. The only provision of the Agreement authorizing the Government to proceed to trial is the Trial Remedy. And the Trial Remedy is written in the conjunctive (“declare this plea agreement void and proceed to trial”), requiring the United States Attorney to void the Agreement in order to proceed to trial. In these circumstances, the majority decision has contravened the plain meaning principle.
2.
By its opinion, the panel majority has also contravened the basic rule that a contract must be read as a whole, such that no clause is rendered meaningless or superfluous. See 11 Williston & Lord § 32:5 (explaining principle); Brye, 146 F.3d at 1211 (applying principle to plea agreements). In deciding that the Dismissal Clause authorizes the United States Attorney to proceed to trial, the majority has rendered the Trial Remedy meaningless and superfluous. Why would any prosecutor utilize the Trial Remedy and void the Agreement if he could “have his cake and eat it too,” by proceeding to trial under the Dismissal Clause without giving up his conviction on Count One?7 The answer is obvious — absent a lapse of competence, he would not.
And if the Agreement is construed as containing superfluous provisions, the Trial Remedy is not the provision to be rendered meaningless. In the event of a conflict between general and specific clauses of a contract, the specific clause controls and governs the contract’s meaning. 11 Williston & Lord § 32:10 (explaining this principle); see Allen, 161 F.3d at 672 (applying this principle to plea agreements). The Trial Remedy specifically authorizes the United States Attorney to proceed to trial, whereas the Dismissal Clause simply refers to the Breach Clause, failing to discuss or describe any process for proceeding to trial. As such, the Trial Remedy, as the specific provision relating to a trial, governs the more general provisions of the Agreement, and the Government was obligated to proceed under the Trial Remedy. The failure and refusal of the United States Attorney to do so constitutes a breach of the Agreement by the Government.
B.
As we made clear in Harvey, “both constitutional and supervisory concerns require holding the Government to a greater degree of responsibility than the defendant ... for imprecisions or ambiguities in plea agreements.” Harvey, 791 F.2d at 300. This principle flows not only from the fact that the Government typically writes the plea agreement, but also from the fact that such agreements involve the “ ‘honor of *432the government, public confidence in the fair administration of justice, and the effective administration of justice in a federal scheme of government.’ ” Id. (quoting Carter, 454 F.2d at 428). While the controlling provision of the Agreement is clear — i.e., the Government can, pursuant to the Trial Remedy, proceed to trial only if it first voids the Agreement — we would be obliged to resolve any ambiguities or inconsistencies in Holbrook’s favor. See id. The panel majority, however, fails to do so. Indeed, disregarding this principle and our precedent, it does just the opposite.
Of importance, the relevant language of the Agreement is clear: only one aspect thereof — the Trial Remedy — authorizes the Government to proceed to trial. Under its terms, the Government can, in the event of a breach, proceed to trial only if it first voids the Agreement (thereby vacating Holbrook’s guilty plea and conviction on Count One, and permitting a trial on both charges). In ruling otherwise, the majority finds in the Dismissal Clause an implied authorization for the United States Attorney to proceed to trial without voiding the Agreement. This conclusion relies on the flawed logic that the right not to dismiss Count Two necessarily implies the right to proceed to trial thereon. Even if the Dismissal Clause is ambiguous, such an ambiguity must be construed against the Government, as the drafter thereof. The majority’s failure to adhere to this principle compounds its erroneous ruling.
C.
Finally, my colleagues of the panel majority have improperly rewritten the Agreement for the benefit of the Government. At oral argument, the Government conceded that the Agreement would have been “clearer” if the prosecutor had simply added the words “proceed to trial” to the Dismissal Clause. In hindsight, according to the prosecutor, he wished he had done so. The majority, contrary to precedent, does the Government’s work by adding this phrase, and other more expansive language, to the Agreement. In Smith, this Court addressed an agreement, executed by the Government, containing the following clause: “ ‘[T]he United States will not prosecute of [sic] Mr. Smith for any federal offense based on information now in the possession of the government.’ ” Smith, 976 F.2d at 862. In order to save the Government from its poorly-drafted agreement, the district court effectively rewrote that clause by adding the following language: “ ‘insofar as it would have indicated the commission of a crime on the part of the defendant.’” Id. at 863. We reversed, explaining that the judiciary cannot rewrite an agreement simply because the Government made a mistake, or because it regrets what it has written and agreed to. See id. at 863-65. Indeed, neither we nor any other court has ever countenanced a judicial rewriting of an agreement for the Government’s benefit.
The Dismissal Clause, in order to be utilized in support of the majority’s ruling, has effectively been rewritten to add specific terms, which supercede and render for naught the Trial Remedy. As applied by the panel majority, the Dismissal Clause, which provides only that “[u]pon meeting the conditions set forth in paragraph H [the Breach Clause] of this agreement, the United States will move to dismiss Count Two of the Indictment,” now reads as follows (with language necessarily implied by the majority reflected in italics):
Upon meeting the conditions set forth in paragraph H [the Breach Clause] of this agreement, the United States will move to dismiss Count Two of the Indictment. In the event of a breach by Holbrook, *433hoivever, and notwithstanding the contrary provisions of Paragraph D(a) [the Trial Remedy], the United States Attorney may, in his discretion, proceed to trial on Count Two without declaring this plea agreement void. And the parties further agree that the provisions of this Paragraph I [the Dismissal Clause] shall supercede and render for naught the contrary provisions of Paragraph D(a) [the Trial Remedy].
In rewriting the Dismissal Clause, the majority has authorized the Government to crawfish on the terms of the Agreement it prepared and executed. Our controlling precedent, as explained by Judge Murna-ghan in Smith, simply does not authorize such an activity.
In order for our criminal justice system to function fairly and efficiently, the Government must abide by its commitments, its word must always be its solemn bond, and any deviations therefrom cannot be countenanced. Judge Wilkinson’s explanation of this fundamental principle cannot be improved upon: “[bjecause a government that lives up to its commitments is the essence of liberty under law, the harm generated by allowing the government to forego its plea bargain obligations is one which cannot be tolerated.” United States v. Peglera, 33 F.3d 412, 414 (4th Cir.1994). The panel majority has ignored this settled principle, in disregard of the terms of the Agreement and controlling precedent.
Pursuant to the foregoing, I must respectfully dissent from the decision of the panel majority.8
. The nature of the underlying offenses and their factual underpinnings, spelled out with some specificity in tire majority opinion, see ante pp. 417, are irrelevant to whether the Government breached its obligations under the Agreement.
. Holbrook's objection to trial was based primarily on her contention that her unsuccessful attempt to withdraw the guilty, plea did not constitute a material breach. The materiality issue is not raised in this appeal, however, and thus is not subject to review in this proceeding. See United States v. Brower, 336 F.3d 274, 277 n. 2 (4th Cir.2003) (explaining that issues not raised in parties’ briefs are generally waived). I have reservations, however, on whether an unsuccessful effort to withdraw a plea could constitute a material breach. A material breach is one going to the root or essence of the agreement or “a failure to do something that is so fundamental to a contract that the failure to perform that obligation defeats the essential purpose of the contract...” 23 Samuel Williston & Richard A. Lord, A Treatise on the Law of Contracts § 63:3 (4th ed.1999). Notwithstanding Holbrook’s unsuccessful attempt to withdraw her plea to Count One, the essential purpose of the Agreement remained intact.
. The district court failed to recognize or address the fact that Paragraph J of the Agreement, entitled "Stipulations and Recommendations” (the "Stipulations Clause”) is the only paragraph of the Agreement designated as containing "Stipulations.” See infra note 7.
. The majority's construction of the Agreement, which ignores the Government’s obligation to Holbrook under the Trial Remedy, recalls Shakespeare's cynical observation that "[o]ft expectation fails, and most oft there / where most it promises.” William Shakespeare, All’s Well that Ends Well, Act II, Sc. 1.
. The majority's alternative theory that Paragraph D(h) supports the Government's actions is entirely new — neither the district court nor the Government raised it.
. The majority's suggestion that the Speedy Trial Act, 18 U.S.C. §§ 3161-74, somehow authorized the Government to act as it did is baseless. See ante p. 423 & note 5. The Act does not prohibit the Government from entering into an agreement restricting its right to proceed to trial, nor does it authorize the Government to breach its agreements. Instead, the Act simply requires that an indictment be dismissed, upon a defendant's motion, if the defendant is not brought to trial within the relevant time limit. See 18 U.S.C. § 3162(a)(2).
. In addition to rendering the Trial Remedy superfluous, the majority’s reasoning renders the heading of the Stipulations Clause superfluous. The Catchall Remedy, relied on by the majority, authorizes the United States Attorney, inter alia, to refuse to abide by any stipulations in the Agreement. The Stipulations Clause is found under the heading “J. Stipulations and Recommendations.” And under applicable principles of law, the headings of a contract must be given their meaning, unless the contract specifically manifests a contrary intent. 11 Williston & Lord § 32:5. This Agreement does not manifest a contrary intent, and the Stipulations Clause thus contains the Agreement’s stipulations. The majority's characterization of the Dismissal Clause as a stipulation, when the Agreement otherwise contains a clause entitled "Stipulations and Recommendations,” is simply wrong.
. Because I would remand and direct the Government to adhere to the Agreement, the other two issues raised in this appeal — relating to double jeopardy and sentencing— would be rendered moot.