                                                            [DO NOT PUBLISH]

               IN THE UNITED STATES COURT OF APPEALS

                        FOR THE ELEVENTH CIRCUIT
                         ________________________           FILED
                                                   U.S. COURT OF APPEALS
                                No. 11-11354         ELEVENTH CIRCUIT
                                                     DECEMBER 19, 2011
                            Non-Argument Calendar
                                                          JOHN LEY
                          ________________________
                                                           CLERK

                     D. C. Docket No. 9:10-cv-80188-DTKH

REGIONS BANK,
an Alabama banking corporation,
successor by merger to AmSouth Bank,

                                                              Plaintiff-Appellee,

                                       versus

OLD JUPITER, LLC,
a Florida limited liability company,
DILIP BAROT,
an Individual,

                                                          Defendants-Appellants.

                          ________________________

                   Appeal from the United States District Court
                       for the Southern District of Florida
                         _________________________

                               (December 19, 2011)

Before BARKETT, MARCUS, and BLACK, Circuit Judges.

PER CURIAM:
      Appellants, Old Jupiter, LLC and Dilip Barot, allege the district court erred

when it granted summary judgment in favor of Regions Bank. Specifically,

Appellants assert the district court erred by (1) excluding oral representations

when interpreting the Loan Documents, (2) concluding Appellants’ affirmative

defense of equitable estoppel was precluded by the terms of the Note, (3)

improperly applying the law governing oral modifications, and (4) not vacating its

judgment and allowing Appellants to amend their pleadings based on new

evidence. After review, we affirm.1

                                                I.

      Appellants argue the court erred by not considering oral representations

made by Regions Bank that (1) the Note would mature in three years, and (2) the

Note would mature in one year, but at maturation, the bank would renew it or term

it out. Appellants also assert the agreement is incomplete because the Note does

not contain an integration clause and contend parol evidence should be admitted.

Under the fraudulent inducement exception to the parol evidence rule, courts

allow admission of oral misrepresentations which allegedly induced the execution



      1
        The grant or denial of summary judgment is reviewed de novo. LaChance v.
Duffy’s Draft House, Inc., 146 F.3d 832, 834 (11th Cir. 1998). The denial of a motion for
reconsideration is reviewed for abuse of discretion. Big Top Koolers, Inc. v. Circus-Man
Snacks, Inc., 528 F.3d 839, 842 (11th Cir. 2008).

                                            2
of a written contract, even if the statements change the agreement. Johnson

Enterprises of Jacksonville, Inc. v. FPL Group, Inc., 162 F.3d 1290, 1309-10

(11th Cir. 1998). The exception does not apply where oral representations directly

contradict the express terms of the agreement. Ungerledier v. Gordon, 214 F.3d

1279, 1284 (11th Cir. 2000).


      The Note unambiguously provides the maturity date on which the full amount

owed was due. Even in an agreement without an integration clause, parol evidence

is only admissible to prove fraudulent inducement when it does not directly contradict

the terms of the agreement. See Ungerledier, 215 F.3d at 1285. Appellants sought

to introduce parol evidence which directly contradicts the maturation provision.

Thus, the district court did not err by not considering the parol evidence.

                                         II.

Second, Appellants assert Regions Bank is estopped from enforcing the maturity

date of the Note because Regions Bank promised Barot if he signed the Loan

Documents, Regions Bank would allow Old Jupiter additional time to pay back

the Note. However, where statements are inconsistent with the definite terms of

the parties’ written agreement, a party cannot prove justifiable reliance. Advanced

Marketing Systems Corp. v. ZK Yacht Sales, 830 So. 2d 924, 928 (Fla. 4th DCA



                                          3
2002). As noted above, the statements on which Appellants rely are inconsistent

with the express terms of the Loan Documents. Therefore, the district court did

not err by rejecting Appellants’ equitable estoppel defense.

                                        III.

      Appellants next argue the district court improperly concluded the

Appellants offered no consideration sufficient to enter into a new contract or to

modify the existing one. We decline to consider this argument because Appellants

did not properly raise the issue of oral modification in their Complaint. See

Access Now, Inc. v. Southwest Airlines Co., 385 F.3d 1324, 1331 (11th Cir. 2004).

Even if Appellants had properly raised this defense, it would fail because

Appellants have not provided sufficient evidence of valid new consideration. See

Schneir v. State, 43 So. 3d 135, 137-38 (Fla. 3d DCA 2010).

                                        IV.

      Lastly, Appellants assert new evidence from the post-hearing deposition of

an employee of Regions Bank, Douglas Gintzler, requires the district court to

reconsider its judgment. To prevail on a motion for reconsideration, the moving

party must present new facts or law of a strongly convincing nature. Slomcenski v.

Citibank, N.A., 432 F.3d 1271, 1276, n.2 (11th Cir. 2005). Courts properly deny

motions for reconsideration which “raise arguments which could, and should, have

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been made before the judgment is issued.” Lussier v. Dugger, 904 F.2d 661, 667

(11th Cir. 1990)(citation omitted).

      In the present case, Appellants provided the court with an affidavit from

Gintzler at the summary judgment hearing, evidence that Appellants knew the

value of his testimony. Further, Appellants had sufficient opportunity to take

Gintlzer’s deposition prior to the hearing. The district court did not abuse its

discretion when denying Appellants’ motion for reconsideration.

AFFIRMED.




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