National Bank v. Barsamian, et al
Case Date: 11/21/1994
Court: United States Court of Appeals
Docket No: 93-1241
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November 21, 1994 [NOT FOR PUBLICATION] UNITED STATES COURT OF APPEALS FOR THE FIRST CIRCUIT ____________________ No. 93-1241 THE CONNECTICUT NATIONAL BANK, Plaintiff, Appellee, v. ROBERT P. BARSAMIAN, ET AL., Defendants, Appellants. ____________________ APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND [Hon. Francis J. Boyle, Senior U.S. District Judge] __________________________ ____________________ Before Selya, Circuit Judge, _____________ Bownes, Senior Circuit Judge, ____________________ and Cyr, Circuit Judge. _____________ ____________________ Patricia A. Buckley, with whom Joseph A. Kelly and Carroll, Kelly ___________________ _______________ ______________ & Murphy were on brief for appellants. ________ Robert M. Duffy, with whom Hinckley, Allen & Snyder was on brief _______________ ________________________ for appellee. ____________________ ____________________ Per Curiam. Defendants-appellants, guarantors of Per Curiam. ___________ certain demand promissory notes executed by a defunct corporate borrower in favor of plaintiff-appellee Connecticut National Bank d/b/a Shawmut Bank of Rhode Island ("Shawmut"), seek to set aside the district court judgment entered against them. Appellants claim that the district court erred in excluding evidence of certain parol representations allegedly made by a Shawmut agent before the demand promissory notes were executed in behalf of the borrower and prior to their execution of the personal guaranties. Appellants further contend that the proffered parol, at the very least, should have been admitted in support of their estoppel defense to the action on their loan guaranties and as affirmative evidentiary support for their counterclaim that Shawmut breached its duty of good faith and fair dealing under Rhode Island law. We will apply current Rhode Island law in this diversi- ty action. Crellin Technologies, Inc. v. Equipmentlease Corp., __________________________ ____________________ 18 F.3d 1, 4 (1st Cir. 1994). Without either forecasting or trammeling further development in the Rhode Island parol evidence rule, we note simply that the district court ruling in no respect offends current Rhode Island law. The Rhode Island Supreme Court has yet to address the broad question urged by appellants: whether the parol evidence rule precludes, permits or requires consideration of parol evidence in determining whether a particu- lar writing embodies an integrated agreement. Cf. Fram Corp. v. ___ __________ Davis, 401 A.2d 1269, 1272 (R.I. 1979). But for the fact that it _____ is pivotal to appellants' claims, Fram is an unremarkable case ____ 2 which simply upheld the trial court's consideration of parol evidence in determining the actual date on which a written agreement had been executed where it was clear that the date appearing in the writing was entered by mistake. See Inleasing ___ _________ Corp. v. Jessup, 475 A.2d 989, 993 (R.I. 1984) ("'[I]n the _____ ______ absence of fraud or mistake, parol evidence of prior or contempo- _____ _______ raneous agreements is generally inadmissible for the purpose of varying, altering or contradicting a written agreement.'") (emphasis added) (citation omitted). As appellants allege neither fraud nor mistake, and the proffered parol clearly contradicts the explicit provision in the promissory notes calling for payment on demand, the district __ ______ court ruling comports with current Rhode Island law. Finally, as the estoppel defense and the counterclaim likewise were entirely dependent upon the parol evidence excluded by the district court, summary judgment was properly granted for Shawmut both on its claims against the guarantors and on appellants' counterclaim. The district court judgment is affirmed; costs to The district court judgment is affirmed; costs to _______________________________________________________ appellee. appellee. ________ 3 |