            United States Court of Appeals
                       For the First Circuit


No. 13-1214

                HSBC REALTY CREDIT CORPORATION (USA),

                        Plaintiff, Appellee,

                                 v.

                          J. BRIAN O'NEILL,

                        Defendant, Appellant.


            APPEAL FROM THE UNITED STATES DISTRICT COURT
                  FOR THE DISTRICT OF MASSACHUSETTS

           [Hon. Richard G. Stearns, U.S. District Judge]



                               Before

                  Torruella, Ripple,* and Thompson,
                           Circuit Judges.


     John J. Jacko III, with whom Alan S. Fellheimer and Fellheimer
& Eichen LLP were on brief, for appellant.
     David J. McNamara, with whom Peter C. Obersheimer and Phillips
Lytle LLP were on brief, for appellee.



                          February 7, 2014




     *
         Of the Seventh Circuit, sitting by designation.
           THOMPSON, Circuit Judge.

                               OVERVIEW

           Today's case — a diversity suit governed, the parties

agree, by Massachusetts substantive law — arises from the efforts

of plaintiff HSBC Realty Credit Corporation (USA) to recover $8.1

million from defendant J. Brian O'Neill under a guaranty.           A

district   judge   struck   O'Neill's     defenses,   dismissed    his

counterclaims, denied him leave to replead, and granted HSBC

judgment on the pleadings. O'Neill appeals. But after saying what

needs to be said, we affirm.

                       HOW THE CASE GOT HERE

           Given the litigation's present posture, we describe the

facts alleged in the pleadings — discussing too the documents

fairly incorporated within them — in the light most agreeable to

O'Neill, drawing every reasonable inference in his favor.         See,

e.g., Grajales v. P.R. Ports Auth., 682 F.3d 40, 44 (1st Cir.

2012).

                    The Players and the Project

           HSBC is a Delaware corporation with its principal place

of business in New York. O'Neill is a Pennsylvania resident who is

a principal of a company called Brandywine Partners, LLC.1   Back in

     1
       A quick "fyi": Citizenship is what matters for diversity-
jurisdiction purposes, see 28 U.S.C. § 1332(a)(1) — and a
corporation is a citizen of both the state where it is incorporated
and the state where it has its principal place of business, id.
§ 1332(c)(1), while a person is a citizen of the state where he is

                                 -2-
the mid-2000s, Brandywine wanted to buy a particular piece of

industrial property in Delaware and redevelop it for residential

use.       Because of some fairly serious environmental problems with

the Delaware site, Brandywine concluded — after an extensive

investigation — that the best course of action was to raze the

existing buildings and start from scratch.      Eventually Brandywine

turned to HSBC for a loan.        And HSBC agreed to dole out $15.9

million pursuant to a project-loan agreement between them.

                        The Project-Loan Agreement

              Among other things, the project-loan agreement requires

Brandywine to pay for an appraisal of the property.          And the

agreement says that this appraisal has to yield a loan-to-value

ratio of no more than 60%. That condition, the document continues,

is for HSBC's "sole benefit," meaning "no other person" has "the

right to rely on" its "satisfaction."2         Using that ratio, the


domiciled, which (at the risk of oversimplification) is the place
where he intends to remain, see Rodríguez v. Señor Frog's de la
Isla, Inc., 642 F.3d 28, 32 (1st Cir. 2011).
       2
       As a heads-up, whenever we quote a document in the text, we
do away with unnecessary capitalization or bolding of words. But
to give the reader a better sense of the documents' setup, we
present some of the relevant provisions (like these ones) in
footnotes, reproducing them essentially as they appear in the
papers:




                                   -3-
property's appraised value had to be at least $26.5 million to

support the $15.9 million loan — or so O'Neill alleges.3                 Also

relevant, Brandywine expressly "acknowledges" in the project-loan

agreement     that   HSBC     was   "rel[ying]   on   the   experience    of

[Brandywine] and its general partners, members, [and] principals

. . . in owning and operating" properties like this and that HSBC

"ha[s] a valid interest in maintaining" the property's "value . . .

to ensure that, should [Brandywine] default in the repayment and


             II.   THE LOAN

             . . .

          Section 2.9 Conditions Precedent to Disbursement of
     Project Loan Proceeds.

             2.9.1 Conditions of Advances. . . .

     . . .

          (p) Appraisal.    [HSBC] shall have received [an]
     . . . appraisal of the Property, commissioned by [HSBC]
     at [Brandywine's] cost and expense, that indicates an "as
     is" Loan-to-Value Ratio which does not exceed 60% and
     that is otherwise satisfactory to [HSBC] in its sole
     discretion.

     . . .

          2.9.3 No Reliance. All conditions and requirements
     of this Agreement are for the sole benefit of [HSBC] and
     no other Person . . . shall have the right to rely on the
     satisfaction of such conditions and requirements by
     [Brandywine].
     3
       The loan documents say nothing about the property's value.
But O'Neill theorizes that HSBC must have pegged the property's
value at $26.5 million, because the project-loan agreement provides
that the $15.9 million loan amount cannot exceed 60% of the
property's value.

                                      -4-
performance of the obligations under the project loan documents,

[HSBC] can recover the obligations" by selling the property.4                Of

note too, Brandywine signed a promissory note and gave HSBC a

mortgage on the Delaware property (among other things).

                                     The Guaranty

              Because,   as     he    acknowledged,   HSBC   would   not   lend

Brandywine a cent unless he "unconditionally" guaranteed the loan's

repayment, O'Neill signed an "absolut[e]" personal guaranty for the

loan, agreeing that he had a "direct or indirect interest" in

Brandywine (and so would "directly benefit" from the loan) and that

he occupied the status of "primary obligor" of the "guaranteed

obligations" (defined as the "prompt and unconditional payment by



       4
           That piece of the project-loan agreement is set out this
way:

              VI.   TRANSFERS

              Section 6.1     Agent's and Lenders' Reliance.

            [Brandywine] acknowledges that [HSBC] ha[s] examined
       and relied on the experience of [Brandywine] and its
       general partners, members, [and] principals . . . in
       owning and operating properties such as the Property in
       agreeing to enter into this Agreement and make the
       Project Loan, and will continue to rely on [Brandywine's]
       ownership of the Property as a means of maintaining the
       value of the Property as security for repayment and
       performance of the Obligations under the Project Loan
       Documents. [Brandywine] acknowledges that [HSBC] ha[s]
       a valid interest in maintaining the value of the Property
       so as to ensure that, should [Brandywine] default in the
       repayment and performance of the Obligations under the
       Project Loan Documents, [HSBC] can recover the
       Obligations by a sale of the Property.

                                         -5-
[Brandywine] of the loan and interest thereon").5        The guaranty's

limitations-on-guaranteed-obligations          clause   caps   O'Neill's

liability at $8.1 million, however.6

     5
         This part of the guaranty is laid out like so:

                         GUARANTY OF PAYMENT

            . . .

          . . . [HSBC] is not willing to make the Loan, or
     otherwise extend credit, to [Brandywine] unless [O'Neill]
     unconditionally guarantees payment and performance to
     [HSBC] of the Guaranteed Obligations (as herein
     defined)[.]

            . . .

                                 ARTICLE I

                    NATURE AND SCOPE OF GUARANTY

          1.1    Guaranty of Obligation.      Subject to the
     limitations contained in Section 6.15, [O'Neill] hereby
     irrevocably, absolutely and unconditionally guarantees to
     [HSBC] . . . the payment and performance of the
     Guaranteed Obligations as and when the same shall be due
     and payable, whether by lapse of time, by acceleration of
     maturity or otherwise. [O'Neill] hereby irrevocably and
     unconditionally covenants and agrees that [he] is liable
     for the Guaranteed Obligations as a primary obligor.
     6
         That section reads:

                                ARTICLE VI

                               MISCELLANEOUS

            . . .

          6.15    Limitations on Guaranteed Obligations.
     Notwithstanding anything in this Guaranty or any of the
     Loan Documents to the contrary, the liability of
     [O'Neill] under this Guaranty shall be limited to (a) the
     Guaranteed Amount (as hereinafter defined) and (b)

                                    -6-
            Pertinently   too,   the    guaranty   lists   a   bunch   of

representations and warranties that O'Neill made to HSBC.              For

example, he affirmed both that he was "familiar with, and ha[d]

independently reviewed books and records regarding," Brandywine's

"financial condition" and also that he was "familiar with the

value" of the property offered as collateral.        He confirmed that

neither Brandywine's condition nor the pledge of collateral induced

him to sign the guaranty.    And he declared that HSBC said nothing

to induce him to execute that document, either.7


     amounts due under Section 1.8 of this Guaranty. As used
     herein, the "Guaranteed Amount" shall mean an amount
     equal to $8,100,000.

Section 1.8, which makes O'Neill liable for payment of expenses
that HSBC incurs in seeking to enforce the guaranty, provides in
full:

          1.8    Payment of Expenses.     In the event that
     [O'Neill] should breach or fail to timely perform any
     provisions of this Guaranty, [O'Neill] shall, within five
     (5) business days after receipt of written demand from
     [HSBC], pay [HSBC] all actual and reasonable costs and
     expenses (including court costs and attorneys' fees)
     incurred by [HSBC] in the enforcement hereof or the
     preservation of [HSBC's] rights hereunder. The covenant
     contained in this Section shall survive the payment and
     performance of the Guaranteed Obligations.
     7
         Here is how these provisions show up in the guaranty:

                             ARTICLE III

                    REPRESENTATIONS AND WARRANTIES

            . . .

          3.2    Familiarity and Reliance.     [O'Neill] is
     familiar with, and has independently reviewed books and

                                  -7-
          The guaranty also has a "no duty to pursue others"

clause, which stresses that HSBC need not enforce its rights or

exhaust its remedies against Brandywine or the property and that

O'Neill gives up whatever rights he "may have" to force HSBC to do

either of these things.8   But there is more.   O'Neill's guaranty

declares that he "waives any common law, equitable, statutory or

other rights" that he may have because of "[a]ny action . . .



     records   regarding,    the   financial    condition   of
     [Brandywine] and is familiar with the value of any and
     all collateral intended to be created as security for the
     payment of the Note or Guaranteed Obligations; however,
     [O'Neill] is not relying on such financial condition or
     the collateral as an inducement to enter into this
     Guaranty.

          3.3 No Representation by Lender. Neither [HSBC]
     nor any other party has made any representation, warranty
     or statement to [O'Neill] in order to induce [O'Neill] to
     execute this Guaranty.
     8
       Also appearing in Article I of the guaranty, which, again,
is titled "Nature and Scope of Guaranty," this passage reads in
relevant part:

          1.6 No Duty to Pursue Others.      It shall not be
     necessary for [HSBC] (and [O'Neill] hereby waives any
     rights which [he] may have to require [HSBC]), in order
     to enforce the obligations of [O'Neill] hereunder, first
     to (i) institute suit or exhaust its remedies against
     [Brandywine] or others liable on the Loan or the
     Guaranteed Obligations or any other person, (ii) enforce
     [HSBC's] rights against any collateral which shall ever
     have been given to secure the Loan, . . . (v) exhaust any
     remedies available to [HSBC] against any collateral which
     shall ever have been given to secure the Loan, or (vi)
     resort to any other means of obtaining payment of the
     Guaranteed Obligations. [HSBC] shall [not] be required
     to mitigate damages or take any other action to reduce,
     collect or enforce the Guaranteed Obligations.

                               -8-
taken" regarding the loan or the collateral that "increases the

likelihood that [he] will be required to pay the guaranteed

obligations."9 Topping things off, the guaranty has an integration

clause saying that this document is the "final and complete"

expression of its terms, that there are "no oral agreements"




     9
         Here are those provisions:

                             ARTICLE II

                EVENTS AND CIRCUMSTANCES NOT REDUCING
               OR DISCHARGING [O'NEILL'S] OBLIGATIONS

          [O'Neill] hereby consents and agrees to each of the
     following and agrees that [his] obligations under this
     Guaranty shall not be released, diminished, impaired,
     reduced or adversely affected by any of the following and
     waives any common law, equitable, statutory or other
     rights . . . which [he] might otherwise have as a result
     of or in connection with any of the following:

            . . .

          2.13 Other Actions Taken or Omitted. Any other
     action taken or omitted to be taken with respect to the
     Loan Documents, the Guaranteed Obligations, or the
     security and collateral therefor, whether or not such
     action or omission prejudices [O'Neill] or increases the
     likelihood that [he] will be required to pay the
     Guaranteed Obligations pursuant to the terms hereof, it
     is the unambiguous and unequivocal intention of [O'Neill]
     that [he] shall be obligated to pay the Guaranteed
     Obligations when due, notwithstanding any occurrence,
     circumstance, event, action, or omission whatsoever,
     whether contemplated or uncontemplated, and whether or
     not otherwise or particularly described herein, which
     obligation shall be deemed satisfied only upon the full
     and final payment and satisfaction of the Guaranteed
     Obligations.

                                 -9-
between the parties, and that no one can use extrinsic evidence of

any kind to "contradict" or "modify" any term.10

                     The Default and the Lawsuit

             Brandywine defaulted on its repayment obligations, so

HSBC demanded that O'Neill make good on his $8.1 million guaranty.

But he turned a deaf ear, causing HSBC to file suit on the guaranty

agreement.      O'Neill   returned   fire   with   18   defenses   and   8

counterclaims. Some of his defenses defy simple labels. Others do

not, like his defenses of mitigation, promissory estoppel, breach



     10
          That provision declares:

                              ARTICLE VI

                             MISCELLANEOUS

             . . .

          6.11 Entirety. THIS GUARANTY EMBODIES THE FINAL,
     ENTIRE AGREEMENT OF [O'NEILL AND HSBC] WITH RESPECT TO
     [O'NEILL'S] GUARANTY OF THE GUARANTEED OBLIGATIONS AND
     SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
     REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR
     ORAL, RELATING TO THE SUBJECT MATTER HEREOF.         THIS
     GUARANTY IS INTENDED BY [O'NEILL AND HSBC] AS A FINAL AND
     COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO
     COURSE OF DEALING BETWEEN [O'NEILL AND HSBC], NO COURSE
     OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF
     PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
     DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE
     SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY
     ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL
     AGREEMENTS BETWEEN [O'NEILL AND HSBC].

The bolding and capitalization here are not mistakes on our part —
the provision actually looks this way, which we guess was done so
even a lackadaisical reader could not miss it.

                                 -10-
of fiduciary duty, breach of an implied covenant of good-faith

dealing,    fraudulent   inducement,     duress   and   undue     influence,

unconscionable contract of adhesion, no meeting of the minds, and

failure to state a claim for which relief may be granted.               As for

his counterclaims, they were for fraudulent inducement, promissory

estoppel,    negligent   misrepresentation,       unfair    and    deceptive

business practices under Mass. Gen. Laws Ch. 93A, breach of an

implied covenant of good-faith dealing, breach of duty to mitigate

damages, declaratory and injunctive relief, and breach of contract.

            Convinced that there were no material facts in dispute

and that judgment should enter enforcing the guaranty's express

terms, HSBC moved the judge to strike O'Neill's defenses and to

grant it judgment on the pleadings under Fed. R. Civ. P. 12(c).

O'Neill resisted by saying that his defenses and counterclaims

barred the guaranty's enforcement.11       In the alternative, he asked

the judge for leave to replead his defenses and counterclaims under

Fed. R. Civ. P. 15(a).12

            Taking up HSBC's motion, the judge said that a common

theme pervaded O'Neill's defenses and counterclaims:              "that HSBC

must seek to recover any amount owed by Brandywine by proceeding

against    the   [Delaware]   property   before   turning    to    O'Neill's


     11
        The parties had       attached   the   key   documents     to    their
respective pleadings.
     12
       O'Neill did not submit proposed amended pleadings with this
request.

                                  -11-
personal [g]uaranty," since "HSBC allegedly represented to him that

it would in the first instance seek recourse against the collateral

property in the event of a default."           And when all was said and

done, the judge concluded that the guaranty's unambiguous language

wiped out that theory.      So the judge rejected O'Neill's defenses

and counterclaims and granted HSBC judgment on the pleadings too.

Concluding that any attempt to amend would be an exercise in

futility, the judge also denied O'Neill's plea to replead.

           Which gets us to the here and now.

                         OUR VIEW OF THE MATTER

           O'Neill hurls a barrage of arguments our way, challenging

the grant of judgment on the pleadings and the denial of his

request to replead. We review a Rule 12(c) dismissal like we would

a Rule 12(b)(6) dismissal:          de novo, taking as true the losing

party's well-pleaded facts and seeing if they add up to a plausible

claim for relief.      See, e.g., Grajales     682 F.3d at 44.   And as a

general   rule,   we   review   a   decision   regarding   amendments   of

pleadings for abuse of discretion, though when — as is the case

here — futility is the linchpin for the judge's ruling and the

leave-to-replead request came before the closing of discovery and

the filing of any summary-judgment motion, the correctness of the

"futility" tag is tested under the Rule 12(b)(6) standard.          See,

e.g., Hatch v. Dep't for Children, Youth & Their Families, 274 F.3d




                                     -12-
12, 19 (1st Cir. 2001).            Ultimately, however, none of O'Neill's

arguments persuades.

                        Judgment on the Pleadings

                                   (a)
                          Fraudulent Inducement

              O'Neill loudly protests that his fraudulent-inducement

claim should have been enough to defeat HSBC's dismissal efforts.

His theory rises or falls on his belief that two provisions in the

project-loan agreement constitute false statements of material fact

made to induce him to sign the guaranty and that he reasonably

relied on those false statements to his detriment.                  See, e.g.,

Hogan v. Riemer, 619 N.E.2d 984, 988 (Mass. App. Ct. 1993) (laying

out the elements of a fraudulent-inducement claim).                 His theory

falls, as we now explain.

              The first provision he points to involves the 60% loan-

to-value ratio, which he alleges put the collateral property's

value at $26.5 million and is an HSBC representation that the

chance   of    its   having   to    call   the   $8.1   million   guaranty   was

basically zero.        HSBC made that representation, he adds, even

though HSBC — and not he — knew that this was not the property's

real value.     He does not say what the property's actual value was,

but he intimates that it had to have been less when he signed the

guaranty and that HSBC had to have known it was less.             This theory,

however, flies in the face of the guaranty — the very document

where (the reader will recall) he expressly confirmed that he was

                                       -13-
familiar with the property's value, that he was not relying on the

property as an inducement to sign the guaranty, and that HSBC made

no representations to induce him to execute that document.

             The second project-loan-agreement provision he harps on

provides (emphasis ours) that if Brandywine defaults, HSBC "can

recover the obligations" by selling the property.                     He reads this

contract language as an HSBC representation that it would move

against   the     property    before    turning     to     his    guaranty      —   a

representation (he continues) made even though HSBC intended all

along to collect only against the guaranty.                    We are unmoved.

Merely to state the obvious, that proviso says that HSBC "can"

proceed first against the property, not that it must do so.

Anyway, what drives a stake through the heart of this part of his

inducement theory is his agreeing in the guaranty that HSBC said

nothing to induce him to make the guaranty.              And do not forget that

his   guaranty    specifically     proclaims      that    it     is    the    "entire

agreement"       between     the   parties,       superseding           all     prior

"understandings," and explicitly provides that HSBC may enforce its

rights against him (the primary obligor) without first trying to

recover the debt from any pledged collateral.

             Ultimately — and unhappily for O'Neill — we must enforce

the guaranty according to its terms, with the parties' rights

"ascertained" from the written text.              See First Nat'l Bank of

Boston v. Ibarra, 716 N.E.2d 647, 649 (Mass. App. Ct. 1999) (citing


                                       -14-
Merrimack Valley Nat'l Bank v. Baird, 363 N.E.2d 688 (Mass. 1977),

and Shawmut Bank, N.A. v. Wayman, 606 N.E.2d 925 (Mass. App. Ct.

1993)).    But hang on a minute, says O'Neill, a Massachusetts rule

holds that one cannot induce a contract by fraud and then use

contractual contrivances to duck liability.              See, e.g., Starr v.

Fordham, 648 N.E.2d 1261, 1268 (Mass. 1995) (citing Bates v.

Southgate, 31 N.E.2d 551 (Mass. 1941), and noting, for example,

that "[a]n integration clause in a contract does not insulate

automatically a party from liability where he induced another

person to enter into a contract by misrepresentation").                       True

enough.    But another rule — the one that holds sway here, for

reasons we will discuss in a minute — declares that reliance on

supposed   misrepresentations      that     contradict    the   terms    of    the

parties' agreement is unreasonable as a matter of law and so cannot

support a fraudulent-inducement claim.            Id. (quoting Turner v.

Johnson & Johnson, 809 F.2d 90, 97 (1st Cir. 1986)); accord

Masingill v. EMC Corp., 870 N.E.2d 81, 89 (Mass. 2007) (calling

this second rule "a rule of long standing").             And as we have just

shown,    the    contract-inducing    misrepresentations        that    O'Neill

trumpets are irreconcilably at odds with the guaranty's express

terms.     To repeat (and we apologize for the monotony of our

analysis):      O'Neill specifically warranted in the guaranty that he

was   familiar    with   the   collateral    property's    value,      that    the

property did not operate as an inducement for him to make the


                                     -15-
uaranty, and that HSBC said nothing to induce him to execute the

guaranty — all of which destroys his fraudulent-inducement thesis

centered    on   the   project-loan         agreement's      loan-to-value-ratio

provision.13     See Starr, 648 N.E.2d at 1268.              He also agreed with

the guaranty's tagging him as the primary obligor and with its

allowing HSBC to go after him first to recoup the debt — provisions

that put the kibosh on his other suggestion that HSBC must first

seek recourse against the property.                See id.

            Our case bears a striking resemblance to Turner — an

opinion    mentioned   in    a     case    parenthetical      above.      Applying

Massachusetts law, there we affirmed a lower court's decision

rejecting plaintiffs' fraudulent-inducement claims.                    See Turner,

809 F.2d at 95-98.        Turner's key facts may be swiftly summarized.

            The Turner plaintiffs sold an electronic-thermometer

business to defendant for cash considerations and royalties based

on future sales.          Id. at 93.         Plaintiffs later claimed that

defendant had induced them to sell by misstating various things

during     negotiations,     including           that   it   would   promote    the

thermometer's     sale.      Id.    at     94.      Importantly,     however,   the

contract's final version stated that defendant had no obligation to

market the thermometer. Id. at 93. Canvassing the cases, we found



     13
       By the way, this proviso was a condition precedent to HSBC's
providing loan funds to Brandywine, conferring no legally
enforceable rights on either Brandywine or O'Neill — as we noted
several pages ago.

                                          -16-
that "the give-and-take of negotiations would become meaningless

if,   after    making   concessions    in    order   to   obtain   contractual

protections, a knowledgeable party" can later "reclaim what it had

given away by alleging that it had, in fact, relied not on the

writing but on the prior oral statements." Id. at 96.               So we said

that Massachusetts's Supreme Judicial Court ("SJC," for short)

"undoubtedly would find that the threat to contractual certainty

usually would outweigh the possible injustice of denying a claim of

fraud."   Id.     We added:

              [T]he [SJC] would reject as a matter of law
              plaintiffs' fraud claim based on [defendant's]
              alleged promise to aggressively market [the
              thermometer]. Certainly in this case, where
              both parties were experienced in business and
              the   contract  was   fully   negotiated   and
              voluntarily signed, plaintiffs may not raise
              as fraudulent any prior oral assertion
              inconsistent with a contract provision that
              specifically addressed the particular point at
              issue.

Id. at 97.      And we concluded:

              While we do not condone misrepresentations in
              contract negotiations, we also reject the
              notion that courts or juries should rewrite a
              fully negotiated contractual agreement that so
              precisely sets out the rights and obligations
              of two sophisticated parties.      We do not
              believe this rule of law awards undue
              protection against fraud claims.     It means
              only that a knowledgeable buyer should not
              sign a contract that conflicts with his or her
              understanding of the agreement.




                                      -17-
Id. at 97-98.    Turner stands on all fours with this case, given

that the misrepresentations here are at odds with the guaranty's

terms.

           Desperate for a way around this reality, O'Neill spends

a lot of time trying to convince us that the SJC rejected Turner in

McEvoy Travel Bureau, Inc. v. Norton Co., 563 N.E.2d 188 (Mass.

1990).   He also believes that the facts of his case fit snugly

within McEvoy, which, he adds, obliges us to follow McEvoy anyway.

He is wrong on both scores.

           The   McEvoy   defendant,     Norton   Company,       was    a    huge

international conglomerate.      563 N.E.2d at 191.          The plaintiff,

McEvoy Travel Bureau, Inc., was a small travel agency in Worcester,

Massachusetts.      Id.   For decades McEvoy had provided travel

services to Norton, always without a written contract.                       Id.

Eventually the two reached an oral agreement calling for McEvoy to

become   Norton's   exclusive   travel    agent   for   all      of    Norton's

Worcester-area   business.      Id.      This   would   be   a    "long-term"

arrangement, they agreed. Id. Based on this understanding, McEvoy

moved into Norton's building and hired extra personnel and bought

extra equipment necessary to handle the extra business.                Id.

           McEvoy had been fully performing under the agreement for

two months when Norton sent over a written version of the contract.

Id.   McEvoy at first refused to sign it, complaining that the

document stated that Norton could terminate it on 60 days' notice


                                  -18-
and that it was renewable yearly.          Id.    Norton replied that the

termination clause was "inoperative" and "meaningless," a mere

technicality added to make its lawyers happy — though at that very

time, Norton was secretly considering an "in-house" option that

could make McEvoy expendable. Id. at 191-92. An obviously in-the-

dark McEvoy signed the contract.         Id. at 191.

            Three years later, Norton invoked the termination clause

that it had previously pooh-poohed as pointless.               Id. at 192.

Unwilling to let its duper off the hook, McEvoy sued Norton in

state   court    for   (among   other   things)   fraud   in   inducing   the

contract.   Id. at 190.     A jury found for McEvoy.      Id.    And the SJC

affirmed, saying, most relevantly, first, that "statements of

present intention as to future conduct" — like a fraudulent promise

not to use the termination clause — "may be the basis for a fraud

action if . . . the statements misrepresent the actual intention of

the speaker and were relied upon by the recipient to his damage,"

id. at 192; and second, that McEvoy's reliance was reasonable,

because   "the   long   existing   relationship     between     the   parties"

entitled it to take Norton's "statements at face value and credit

them," id. at 194.

            Now back to O'Neill's McEvoy-based arguments.             Sure, in

reaching its result, the SJC reaffirmed that contracting parties,

"whether experienced in business or not, should deal with each

other honestly," and that no one should "be permitted to engage in


                                    -19-
fraud to induce the contract" — meaning the SJC saw "no reason to

create, as Turner suggests, a new rule or an exception" for cases

where     the    players      are   considered       "sophisticated     business

enterprises."          Id.   But McEvoy did not brush off Turner's core

holding.       And cases after McEvoy have embraced it, agreeing with

Turner that "if 'the contract was fully negotiated and voluntarily

signed, [then] plaintiffs may not raise as fraudulent any prior

oral     assertion      inconsistent   with     a    contract    provision    that

specifically addressed the particular point at issue.'" Starr, 648

N.E.2d    at    1267    (quoting    Turner,    809   F.2d   at   97);   see   also

Masingill, 870 N.E.2d at 89 (same).            And despite what he says, our

facts look nothing like McEvoy's.             For one thing, he identifies no

specific statement signifying HSBC's then-present intention that it

in the future would treat a contract provision as so much hot air.

Cf. McEvoy, 563 N.E.2d at 191.          For another, he alleges no history

of performance with HSBC that could make his reliance on the

complained-of duping conduct reasonable.              Cf. id.    Given all this,

McEvoy offers him no help.

               O'Neill, however, has another Massachusetts fraudulent-

inducement decision up his sleeve that he says supports his

position, this one penned by a state-court trial justice — Linear

Retail Danvers #1, LLC v. Casatova, LLC, No. 07-3147, 2008 WL

2415402 (Mass. Super. Ct. June 11, 2008).                Linear arose from an

alleged default on a commercial lease by defendants-lessees.                  Id.


                                       -20-
at *1.     When defendants signed the lease, they also signed a

personal guaranty of the lease.            Id.   Claiming that defendants

breached the lease by not paying rent as required, plaintiff-lessor

sued them in Massachusetts state court, arguing that they, as

guarantors of the rent obligation under the lease, were absolutely

liable for the rent owed.        Id. at *1-2.     To fend off plaintiff's

summary-judgment motion, defendants argued that plaintiff had drawn

them into the lease by falsely representing that it would improve

the leased premises in certain ways.          Id. at *3.   The court denied

the motion, concluding that "[w]hether these representations were

made, and whether, if made, they misrepresented [plaintiff's]

actual intentions, are factual issues ripe for determination" by a

factfinder.   Id.    But there is a distinction between that case and

O'Neill's that makes all the difference: Linear never says whether

the pertinent contract there (the lease) had any provision directly

contradictory       to     the   complained-of     misrepresentations.

Contrastingly, the pertinent contract here (the guaranty) has

plenty of those.         Clearly, then, Linear cannot turn the tide for

O'Neill.

           The net result of all this is that O'Neill's inducement-

based arguments fail.       So we press on.

                                     (b)
                                  Ambiguity

           O'Neill also believes that judgment on the pleadings was

a no-no because, he says, the guaranty's limitations-on-guaranteed-

                                    -21-
obligations clause is ambiguous on its face.          As a refresher, we

note again that this provision (so far as relevant) provides that

"[n]otwithstanding anything in this guaranty or any of the loan

documents to the contrary," O'Neill's liability under the guaranty

"shall be limited to . . . the guaranteed amount," defined as "an

amount equal to $8,100,000."       O'Neill sees ambiguity because he

thinks that this proviso can either mean that he is responsible for

the "first" $8.1 million of the $15.9 million loan (which is HSBC's

preferred reading, he says) or the "last" $8.1 million (which is

his preferred reading, naturally).

            Unfortunately for O'Neill, ambiguity does not arise

simply    because   contracting   parties   bicker   over   a   provision's

meaning, see, e.g., Suffolk Const. Co. v. Lanco Scaffolding Co.,

716 N.E.2d 130, 133 (Mass. App. Ct. 1999) — if it did then reducing

a contract to writing would give parties "little or no protection,"

see Fed. Deposit Ins. Corp. v. W.R. Grace & Co., 877 F.2d 614, 621

(7th Cir. 1989) (Posner, J.), making contract drafting a real time-

waster.    Instead, ambiguity arises only if a reasonable person

could read the provision more than one way.           See, e.g., Brigade

Leveraged Capital Structures Fund Ltd. v. PIMCO Income Strategy

Fund, 995 N.E.2d 64, 69 (Mass. 2013).            Of course, whether a

provision is ambiguous is a question of law that we must answer

ourselves, see, e.g., Eigerman v. Putnam Invs., Inc., 877 N.E.2d

1258, 1263 (Mass. 2007), mindful of this:        that we must read the


                                   -22-
provision "in the context of the entire contract rather than in

isolation," because the interplay between different provisions may

cast some light on their meaning, see Gen. Convention of the New

Jerusalem in the U.S.A. v. Mackenzie, 874 N.E.2d 1084, 1087 (Mass.

2007), and that a dose of "'[c]ommon sense is as much a part of

contract interpretation as is the dictionary or the arsenal of

canons,'" see Roberts v. Enter. Rent-A-Car Co. of Boston, 779

N.E.2d 623, 629 (Mass. 2002) (quoting Fishman v. LaSalle Nat. Bank,

247 F.3d 300, 302 (1st Cir. 2001)).

          These basic principles spell doom for O'Neill's ambiguity

claim.   Nothing in the contested provision — or elsewhere in the

guaranty, for that matter — limits his guaranty obligation as

primary obligor on the note to the "last" $8.1 million of the $15.9

million loan.    The clause's language is crystal clear, putting an

$8.1 million ceiling on his liability without providing even the

faintest whisper of a suggestion that he is responsible only for

the loan's final $8.1 million.    What O'Neill has done is pull his

reading of the provision out of thin air, relying on mental

gymnastics inconsistent with the guaranty's actual words (and with

common sense).   That his interpretation is not plausible wipes out

his ambiguity theory.   See, e.g., Citation Ins. Co. v. Gomez, 688

N.E.2d 951, 952-53 (Mass. 1998); Mitcheson v. Izdepski, 585 N.E.2d

743, 745 (Mass. App. Ct. 1992).




                                 -23-
                                     (c)
                                 Chapter 93A
                                     and
                             Good-Faith Dealing

          We can make quick work of O'Neill's charge that his

pleadings alleged enough to push his chapter-93A and good-faith-

dealing claims across the plausibility line.           For those not in the

know, we point out that chapter 93A prohibits "[u]nfair methods of

competition and unfair or deceptive acts or practices in the

conduct of any trade or commerce," see Mass. Gen. Laws ch. 93A,

§ 2(a), and that courts read a duty of good-faith dealing into

every Massachusetts contract, see, e.g., Harrison v. NetCentric

Corp., 744 N.E.2d 622, 629 (Mass. 2001); Anthony's Pier Four, Inc.

v. HBC Assocs., 583 N.E.2d 806, 820 (Mass. 1991).             Now, as argued

on appeal, O'Neill premises these claims on his already-rejected

fraud theory, which we state again runs like this: first, that the

60% loan-to-value ratio in the project-loan agreement is an HSBC

representation that it would not need to collect on his guaranty —

an entirely false representation, he alleges; and second, that the

project-loan agreement's saying that HSBC "can recover" against the

collateral   property        if     Brandywine    defaults    is   an   HSBC

representation that it would proceed against the property rather

than   against   him    as        guarantor   —   another    entirely   false

representation, he posits.          But because — as we have explained —

his fraud theory fails, so too does his chapter-93A claim.               See,

e.g., Macoviak v. Chase Home Mortg. Corp., 667 N.E.2d 900, 903

                                       -24-
(Mass. App. Ct. 1996) (holding that a litigant cannot succeed on a

chapter-93A theory based on a fraud claim that is insufficient as

a matter of law).       And because he is not a party to the project-

loan agreement between HSBC and Brandywine, his good-faith-dealing

claim necessarily fails as well.           See, e.g., Ayash v. Dana-Farber

Cancer Inst., 822 N.E.2d 667, 684 (Mass. 2005) (stressing that

"[t]his   implied      covenant"   of    good-faith   dealing     "may   not    be

'invoked to create rights and duties not otherwise provided for in

the existing contractual relationship'" (quoting Uno Rests., Inc.

v. Boston Kenmore Realty Corp., 805 N.E.2d 957, 964 (Mass. 2004))).

           Looking to deflect attention from this powerful body of

Massachusetts caselaw, O'Neill talks up sections 37 and 51 of the

Restatement (Third) of Suretyship and Guaranty, which we will

simply call the "Restatement" to save some keystrokes. As he tells

it, both sections bolster his chapter-93A and good-faith-dealing

claims.   Not so, we conclude.

           Reader alert:       When perusing the next two paragraphs,

keep in mind that HSBC here is the "obligee," Brandywine is the

"principal obligor," and O'Neill is the "secondary obligor" — at

least that is how he sees things.

           Broadly speaking, section 37 provides that if an "obligee

acts to increase the secondary obligor's risk of loss by increasing

its potential cost of performance or decreasing its potential

ability   to   cause    the   principal    obligor    to   bear   the    cost   of


                                        -25-
performance, the secondary obligor is discharged as described in

subsections (2) and (3)." See Restatement § 37(1). Subsection (2)

allows a discharge if the obligee "releas[es] the principal obligor

from a duty other than the payment of money" or "agree[s]" to

modify "the duties of the principal obligor that either amounts to

a substituted contract or imposes a risk on the secondary obligor

fundamentally      different"     than        those   imposed    before      the

modification. Id. § 37(2). Subsection (3) provides a list of acts

that allow a discharge, but the gist of this subsection is that a

discharge is in order if the "obligee" committed "any . . . act or

omission that impairs the principal obligor's duty of performance,

the   principal    obligor's    duty    to    reimburse,   or   the    secondary

obligor's right of restitution or subrogation."                 Id. § 37(3).

O'Neill is adamant that his case fits section 37 to a T.                  But he

makes no attempt to explain why this is so, alleging nothing

showing how HSBC's conduct comes within the ambit of subsections

(2) or (3).       His argument therefore goes nowhere.14              See, e.g.,

Ruiz-Sánchez v. Goodyear Tire & Rubber Co., 717 F.3d 249, 253 (1st

Cir. 2013) (stressing that claims "woven entirely out flimsy



      14
       Sometimes we allow litigants "some latitude" if a plausible
claim may be shown "based on what is known," at least where "some
of the information needed may be" in the other party's "control."
Pruell v. Caritas Christi, 678 F.3d 10, 15 (1st Cir. 2012). But
O'Neill does not make this argument. So it is waived. See, e.g.,
Rodríguez v. Municipality of San Juan, 659 F.3d 168, 175 (1st Cir.
2011); Ortiz v. Gaston Cnty. Dyeing Mac. Co., 277 F.3d 594, 598
(1st Cir. 2002).

                                       -26-
strands of speculation and surmise" do not satisfy the plausibility

standard); Morales-Cruz v. Univ. of P.R., 676 F.3d 220, 225 (1st

Cir. 2012) (explaining that "speculation, unaccompanied by any

factual predicate, is not sufficient to confer plausibility").

            As for section 51, it provides that an "obligee" may be

required to liquidate collateral to satisfy a debt when to do

otherwise would "result in unusual hardship to the secondary

obligor and enforcing the security interest [would] not materially

prejudice or burden the obligee or other beneficiaries of the

secondary obligation."15 See Restatement § 51(2)(b). And, building

to   the   ultimate   crescendo,   he   theorizes   that   "hardship"   and

"prejudice"/"burden" issues are questions of fact for a jury, not

for a judge on a Rule 12(c) motion.       Now admittedly, he does say in

his pleadings (emphasis ours) that he "will face unusual hardship"

if required to pony up the $8.1 million and that HSBC will "not

face any hardship, nor be materially prejudiced or burdened" if

forced "to first look to" the property "for repayment" of any money

owing on the loan.      But these are conclusory allegations, simply

parroting the legalese of the Restatement without providing any

factual support that might give them plausibility.          Consequently,

we need not credit them.16    See, e.g., A.G. v. Elsevier, Inc., 732


      15
       Remember, according to O'Neill, HSBC is the "obligee" and
he is the "secondary obligor."
      16
       O'Neill does not even try to argue that, under the Pruell
line of cases, we should cut him some slack because some of the

                                   -27-
F.3d 77, 81 (1st Cir. 2013) (holding that "[w]hen allegations,

though disguised as factual, are so threadbare that they omit any

meaningful factual content, we will treat them as what they are:

naked conclusions" that cannot help a party pass the plausibility

test);   Shay    v.   Walters,   702    F.3d   76,   82-83   (1st   Cir.   2012)

(emphasizing     that   in   deciding    "whether    allegations    cross    the

plausibility threshold, an inquiring court need not give weight to

bare conclusions, unembellished by pertinent facts").

                                  (d)
                            Undue Influence
                                  and
                  Unconscionable Contract of Adhesion

           The    judge      rejected    O'Neill's     undue-influence      and

unconscionable-contract-of-adhesion claims, concluding that both

theories were undone by "O'Neill's sophistication in real estate

matters and by the language of the [g]uaranty itself."               O'Neill's

only complaint about this on appeal is with the "sophistication"

comment. To his way of thinking, this remark shows that the judge,

when addressing these two claims, considered matters "outside the

pleadings" and resolved "credibility" issues against him.                   See

generally Fed. R. Civ. P. 12(d) (declaring that "[i]f, on a motion


facts he needs regarding his "unusual hardship" and HSBC's
"prejudice"/"burden" are in someone else's control. For what it is
worth, we doubt that he could make that argument on the unusual-
hardship issue, particularly since he has within his possession the
facts about his personal-financial affairs needed to plead it
adequately. Regardless, having failed to make the argument, he has
waived it. See, e.g., Rodríguez, 659 F.3d at 175; Ortiz, 277 F.3d
at 598.

                                       -28-
under . . . Rule 12(c), matters outside the pleadings are presented

to and not excluded by the court, the motion must be treated as one

for summary judgment under Rule 56," and adding that "[a]ll parties

must be given a reasonable opportunity to present all material that

is pertinent to the motion").    The problem for O'Neill is that his

pleadings and the undisputed documents he attached to them showed

his real-estate "sophistication."    His counterclaims, for example,

played up the "legal[ly] and technical[ly] complex[]" environmental

problems that Brandywine navigated in its quest to convert the

property to residential use.    And of course he acknowledged in his

guaranty that he held an ownership interest in Brandywine. He also

acknowledged   there    that    he   had   "independently   reviewed"

Brandywine's financial records and was familiar with the collateral

property's value.    If more were needed, Brandywine acknowledged in

the project-loan agreement that HSBC had "examined and relied on

the experience of [Brandywine] and its general partners, members,

[and] principals . . . in owning and operating properties" like the

property at issue.     Additionally, O'Neill never tried to support

his unconscionability and undue-influence theories by claiming that

he was a real-estate unsophisticate.       The bottom line is that we

see nothing resembling reversible error here.




                                 -29-
                                    (e)
                           Post-Briefing Letter

           By way of a post-briefing letter, see Fed. R. App. 28(j),

O'Neill spotlights a lawyer's comment in an article that "[w]hen

dealing   with    a    guarantee   limited   to   an   amount,"   a   lender

"[g]enerally" intends "that the last 'x' dollars be guaranteed" and

that the guarantor "may . . . make the argument that his guarantee

doesn't kick in until the lender has liquidated its collateral from

its primary obligor."       See William Barnett, Limited Guarantees:

Variations, Limitations, and Lamentations, 104 Banking L.J. 244,

251 (1987).      But he cites us no case showing that Massachusetts

buys into any of this.         Also, "generally" is not the same as

"always," see Newman v. Krintzman, 723 F.3d 308, 314 (1st Cir.

2013), and even the article that he clings to stresses that "[t]he

parties can, of course, create their own arrangements regarding the

order in which the lender will proceed against guarantors or

collateral," see Barnett, supra, at 258.          Again, that is precisely

what the parties did here, with the guaranty's crystalline words

declaring that HSBC is in no way required to move first against the

collateral, Brandywine, or others to collect what it is owed.            So

the article does nothing to help him.

           O'Neill's post-briefing letter also intimates for the

first time on appeal that HSBC may have breached some "fiduciary

duties" to him.       But the general rule — applicable here — is that

issues not developed in a party's opening brief are waived.            See,

                                    -30-
e.g., N. Ins. Co. of N.Y. v. Point Judith Marina, LLC, 579 F.3d 61,

71 n.7 (1st Cir. 2009).    We say no more about that subject.

                                 (f)
                             Summing Up

          O'Neill floats an array of reasons why the judge stumbled

in granting HSBC judgment on the pleadings.      But not one can carry

the day for him, which is the short of this very long section of

our analysis. That leaves his last category of argument — that the

judge slipped in denying him leave to replead his defenses and

counterclaims — an argument to which we now turn.

                          Leave to Replead

          A judge "should freely give leave [to replead] when

justice so requires," as O'Neill notes at some length. See Fed. R.

Civ. P. 15(a)(2).      But a judge may deny leave if amending the

pleading would be futile — that is, if the pined-for amendment does

not plead enough to make out a plausible claim for relief.            See

Hatch, 274 F.3d at 19; see also Foman v. Davis, 371 U.S. 178, 182

(1962) (noting that in addition to futility, undue delay, bad

faith, and the absence of due diligence on the movant's part may

justify denying leave to amend).         O'Neill never tells us what

further facts he could plead to get around the problems highlighted

above.   He   simply   believes   that   his   pleadings   as   currently

fashioned do the trick — a belief that is blown away by the

unambiguous guaranty, for the reasons recorded in these pages.         In

other words, he has not provided (below or here) any additional

                                  -31-
facts which, if repled, would permit him to cross the plausibility

threshold when matched up against the guaranty's express language.

Consequently, the judge's ruling on this issue stands.   See, e.g.,

Gray v. Evercore Restructuring L.L.C., 544 F.3d 320, 327 (1st Cir.

2008) (finding futility where the party could not allege anything

that could repair the problem in its case).

                           FINAL WORDS

          Concluding, as we do, that the district judge committed

no reversible error, we uphold the judgment that entered below.

          Affirmed, with HSBC awarded its costs on appeal.




                              -32-
