                                                                          F I L E D
                                                                   United States Court of Appeals
                                                                           Tenth Circuit
                     UNITED STATES COURT OF APPEALS
                                                                           MAY 7 2001
                            FOR THE TENTH CIRCUIT
                                                                      PATRICK FISHER
                                                                               Clerk

    FARMLAND INDUSTRIES, INC.,
    a Kansas Corporation,

                Plaintiff-Appellee,

    v.                                              Nos. 99-7091 & 99-7133
                                                    (D.C. No. 98-CV-371-P)
    WILSON GAS AND OIL, INC.,                             (E.D. Okla.)
    an Oklahoma corporation;
    WILLIAM D. WILSON, an individual;
    SHARON WILSON, an individual,

                Defendants-Appellants.


                            ORDER AND JUDGMENT            *




Before EBEL , ANDERSON , and KELLY , Circuit Judges.



         After examining the briefs and appellate record, this panel has determined

unanimously to grant the parties’ request for a decision on the briefs without oral

argument. See Fed. R. App. P. 34(f); 10th Cir. R. 34.1(G). The case is therefore

ordered submitted without oral argument.



*
      This order and judgment is not binding precedent, except under the
doctrines of law of the case, res judicata, and collateral estoppel. The court
generally disfavors the citation of orders and judgments; nevertheless, an order
and judgment may be cited under the terms and conditions of 10th Cir. R. 36.3.
      Farmland Industries Inc. brought suit against Wilson Oil and Gas, Inc. for

money allegedly owed under a credit agreement between the two companies.

Farmland’s suit also sought recovery on a personal guaranty signed by William

and Sharon Wilson, principal officers and shareholders of Wilson Gas,

guaranteeing all debts and obligations incurred by their corporation to Farmland.

      Subject matter jurisdiction in the   district court was based on diversity of

citizenship. See 28 U.S.C. § 1332(a)(1), (c)(1). After the parties assented to final

disposition by the magistrate court, the magistrate judge granted summary

judgment in favor of Farmland. Wilson Gas and the Wilsons individually now

appeal that judgment. This court has subject matter jurisdiction pursuant to

28 U.S.C. § 1291.

      The parties are familiar with the facts so we need not recite them here.

“We review the district court’s grant . . . of summary judgment de novo, applying

the same legal standard used by the district court pursuant to Fed. R. Civ. P.

56(c).” Kaul v. Stephan , 83 F.3d 1208, 1212 (10th Cir. 1996) (quotations

omitted).

      After reviewing the decision below, the parties’ briefs, as well as the

record, we affirm the lower court’s judgment. We reach this conclusion for

substantially the reasons stated in the magistrate judge’s order of June 30, 1999.




                                           -2-
      We note that the magistrate judge relied largely on Oklahoma law to

resolve this diversity case, despite what appears to be a clear choice of law

provision in the parties’ relevant contractual agreements. Both the credit

agreement between Wilson Gas and Farmland and the personal guaranty signed

by William and Sharon Wilson    state that Missouri law shall govern any dispute

between the parties.

      It appears that neither party brought these provisions to the magistrate

judge’s attention. Indeed, in their briefs below they both largely relied on

Oklahoma law. On appeal, and in apparent recognition of the choice of law

stipulation, Wilson Gas and the Wilsons now cite and rely on Missouri law

throughout their briefs. In contrast, despite having drafted the two documents

containing the choice of law provision, Farmland continues to rely on Oklahoma

law and makes no effort to explain why Missouri law does not control. The

apparent confusion about the governing law has no effect on our disposition,

however. In our review of the magistrate judge’s decision, we reach the same

conclusion regardless of whether Oklahoma or Missouri law applies.




                                         -3-
      Farmland’s “motion to dismiss” for lack of jurisdiction is DENIED.

The judgment of the United States District Court for the Eastern District of

Oklahoma is AFFIRMED.



                                                    Entered for the Court



                                                    Paul J. Kelly, Jr.
                                                    Circuit Judge




                                        -4-
