April 7, 1993         [NOT FOR PUBLICATION]

                UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT
                                         

No. 92-1740

                    FLEET BANK OF MAINE,  

                     Plaintiff, Appellee,

                              v.

             HARVEY E. PRAWER and GILBERT PRAWER,

       Defendants, Counterclaim Plaintiffs, Appellants,

                             and

            FEDERAL DEPOSIT INSURANCE CORPORATION,

              Counterclaim Defendant, Appellee.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

                  FOR THE DISTRICT OF MAINE

           [Hon. Gene Carter, U.S. District Judge]
                                                 

                                         

                            Before

                     Breyer, Chief Judge,
                                        

         Campbell and Bownes, Senior Circuit Judges.
                                                   

                                         

Joseph J. Hahn  with whom Bernstein, Shur,  Sawyer &amp; Nelson was on
                                                           
brief for appellants.
Alexandra L. Treadway with  whom P. Benjamin Zuckerman and Verrill
                                                                  
&amp; Dana were on brief for appellees.
  

                                         

                                         

          CAMPBELL, Senior Circuit Judge.  Maine Savings Bank
                                        

brought this action against  appellants, Harvey E. Prawer and

Gilbert  Prawer,  to  collect  money owed  to  it  under  two

promissory  notes the  appellants had  personally guaranteed.

The bank alleged that Limehouse Corporation ("Limehouse"), of

which Harvey Prawer was the president, defaulted on the notes

when   it  stopped   making   monthly   interest   payments.1

Appellants argued  below, as  the basis of  their affirmative

defenses  and  their  counterclaims  against  the bank,  that

Limehouse  stopped  making  payments  because  the  bank  had

reneged  on an agreement  to provide even  more financing for

their real estate project.   The United States District Court

for the District  of Maine granted  summary judgment for  the

bank's successors in interest,  appellees Fleet Bank of Maine

and the FDIC, and we affirm. 

                              I.

          The district court found  the following facts to be

undisputed.  In 1987 appellants Harvey and Gilbert Prawer, on

behalf of  Limehouse, of  which Harvey Prawer  was president,

began negotiations  with Maine Savings Bank  ("the Bank") for

the financing of the purchase and development of 122 acres of

                    

1.   Limehouse  Corporation is  not a  party to  this action.
The bank sued  only Harvey  E. Prawer and  Gilbert Prawer  in
their  individual capacities, as guarantors of one promissory
note and co-makers of the other.

land in Scarborough, Maine.   Appellants planned to subdivide

the property and market it as a planned residential community

known as "Coulthard Farms."  At the time of the negotiations,

the total cost of the project was estimated to be $2,500,000,

consisting of $1,000,000 for the  purchase of the real estate

and $1,500,000 for the  construction of the infrastructure   

roads, sewers,  water supply  and other structures  needed to

transform the land into a residential community.

          On October  1, 1987,  the Bank issued  a commitment

letter ("First  Commitment Letter"),  in which it  offered to

lend $1,000,000  to Limehouse  for purchase of  the Coulthard

Farms  property,  for  a  term   of  "36  months,  on  demand

thereafter," at  an adjustable  rate, initially 10.50%.   The

Letter  specified  that interest  payments  were  to be  made

monthly.   By  signing  the Letter,  Harvey Prawer  agreed on

behalf  of Limehouse to borrow  the money "in accordance with

the  []  terms  and  conditions"  of  the  Letter,  including

granting  the Bank a mortgage on the property.  One paragraph

of the four-page letter  of terms and conditions  said, "This

loan  shall be repaid from the sale of the mortgaged property

or its refinancing into a residential subdivision development

loan."

          On October 15, 1987, Harvey Prawer, as president of

Limehouse, executed  a promissory note ("First  Note") in the

amount  of $1,000,000 to the  Bank.  Both  Harvey and Gilbert

                             -3-

Prawer, acting in  their individual  capacities, executed  an

unconditional guaranty  of the  First Note.   The First  Note

obligated Limehouse to make  monthly payments of the interest

due and to repay the principal sum on demand after October 1,

1990.2   A default  provision defined "default"  as including

failure to  pay  any  installment  of the  interest  due  and

authorized the holder of  the Note, in addition to  the right

to  demand payment after October 1, 1990, to declare the Note

immediately  due  and  payable in  full  in  the  event of  a

default.3     The  provisions   of  the  First   Note,  while

                    

2.   The First Note provided, in part:

               For Value Received, On  Demand after
          October 1, 1990, the undersigned promises
          to pay  to  the order  of  Maine  Savings
          Bank,  a  Maine banking  corporation, the
          sum     of     One    Million     Dollars
          ($1,000,000.00),  or  so much  thereof as
          may be advanced,  together with  interest
          upon the principal sum thereof  from time
          to time advanced, . . . ;  which interest
          at  said rates shall  be paid  monthly in
          arrears   on  the   first  day   of  each
          succeeding month hereafter, with  a final
          payment of interest when the indebtedness
          evidenced hereby is paid in full.

3.   The default provision of the First Note provided:

               In case of default in the payment of
          any installment of  interest due  hereon,
          including  default in the  payment of any
          applicable late charge, and  such default
          is  continued  for a  period  of  one (1)
          month, or in case  of default in any term
          or condition of  a Mortgage and  Security
          Agreement of even date, given as security
          herefor, the holder hereof at  its option
          may declare  due and payable at  once the

                             -4-

considerably more detailed,  were consistent  with the  terms

outlined  in  the  First  Commitment  Letter;  but  the  Note

contained  no reference  to repayment  from the  sale of  the

mortgaged property or its refinancing.

          On the  same date,  the Bank and  Limehouse entered

into a  Mortgage and Security Agreement  whereby the property

to be purchased  by Limehouse for the Coulthard Farms project

was mortgaged to  the Bank.   One provision  of the  Mortgage

stated  that, "Upon request  of Grantor  [Limehouse], Grantee

[the  Bank] may, at its  sole option, from  time to time make

further  advances  to Grantor,  provided,  however, that  the

total   principal  secured   hereby  and   remaining  unpaid,

including  any such advances shall not at any time exceed the

sum   of   Two   Million  Five   Hundred   Thousand   Dollars

($2,500,000.00)."

          On  September 7, 1988, the  Bank issued a letter of

intent to  the Maine Department  of Environmental Protection,

vouching   for  the  financial  condition  of  Limehouse  and

appellants and stating that the Bank  intended to finance the

development of the Coulthard Farms project.

          On  December  21,  1988, the  Bank  issued  another

commitment  letter ("Second Commitment Letter") to Limehouse,

                    

          unpaid principal  balance hereof, accrued
          interest and late charges, as applicable.
          The foregoing rights shall be in addition
          to the demand right of the holder  hereof
          after October 1, 1990.

                             -5-

offering to lend  an additional  $200,000 for a  term of  "12

months with interest  only to be repaid from  the refinancing

of the debt into a residential subdivision development loan."

Appellants accepted  the terms  and conditions of  the Second

Commitment  Letter   by  signing   it  in  their   individual

capacities.

          On  April 12,  1989,  Harvey  Prawer, as  Limehouse

president, executed a promissory  note ("Second Note") in the

amount of $200,000 "or so much thereof as may be advanced" to

the  Bank.    Both  Harvey  and   Gilbert,  acting  in  their

individual capacities, executed the Second Note as co-makers.

Only $100,000 in funds was advanced by the Bank to Limehouse.

The  Second Note  contained provisions  for monthly  interest

payments and default substantially  identical to those of the

First Note.   Like the  First Note, the  Second Note's  terms

were consistent with those  outlined in the Second Commitment

Letter, except there was no mention of  repaying the interest

from the refinancing of the debt.

          Sometime  in  1990  Limehouse  stopped  making  the

monthly  interest payments  due  under the  First and  Second

Notes.  The Bank  notified Limehouse that it was  in default,

but Limehouse did not cure the  default.  On August 30, 1990,

the  Bank filed  an action  in Maine  Superior Court  against

Harvey Prawer and Gilbert Prawer, as guarantors of  the First

Note and co-makers of the Second Note, seeking payment of the

                             -6-

principal  and  unpaid interest  on both  Notes.   (Under the

First Note  the Bank  alleged it  was owed, as  of August  9,

1990,  $1,000,000  in  principal  and  approximately  $32,900

interest; under  the  Second  Note,  $100,000  in  principal,

$3,100  in interest.)   On  September 26,  1990, the  Prawers

answered the complaint, raised affirmative defenses, and made

counterclaims against the Bank.  

          Subsequently,  Maine  Savings  Bank  failed.    The

Federal Deposit Insurance  Corporation ("FDIC"), the receiver

of Maine  Savings Bank,  was substituted as  the counterclaim

defendant, and  Fleet Bank of Maine  ("Fleet"), the purchaser

of  the Bank's assets, was substituted as the plaintiff.  The

case  was removed by the  FDIC to the  United States District

Court for the District of Maine.

          In September 1991,  plaintiff Fleet filed a  motion

for summary judgment.   Counterclaim defendant FDIC filed its

motion for summary judgment in  February 1992.  The  district

court granted both motions on April 3, 1992, finding that the

Prawers' affirmative defenses and counterclaims turned on the

same question:  whether the two Commitment  Letters issued by

the Bank conditioned  repayment of the Notes  upon the Bank's

ultimate refinancing of  the debt.   The district court  held

that the  D'Oench, Duhme doctrine prevented  the Prawers from
                        

using the Commitment Letters to defend against the efforts by

Fleet and  the FDIC  to collect  on the facially  unqualified

                             -7-

Notes.   See  D'Oench,  Duhme &amp;  Co.  v. FDIC,  315 U.S.  447
                                             

(1942).  The Prawers appeal from the district court's order.4

                             II.

          We review  the district  court's  grant of  summary

judgment de novo,  looking at  the record in  the light  most
                

favorable to appellants.   August v. Offices Unlimited, Inc.,
                                                            

981 F.2d 576, 580 (1st Cir. 1992).  The district court  based

summary judgment on the D'Oench, Duhme doctrine, but "we need
                                      

not  limit  ourselves  to  the  exact  grounds  for  decision

utilized below.  We are free, on appeal, to affirm a judgment

on  any independently  sufficient  ground."   Aunyx Corp.  v.
                                                         

Canon  U.S.A., Inc., 978 F.2d  3, 6 (1st  Cir. 1992) (quoting
                                                             

Polyplastics, Inc. v. Transconex,  Inc., 827 F.2d 859, 860-61
                                       

(1st Cir. 1987)),  cert. denied, 61 U.S.L.W.  3620 (U.S. Mar.
                               

9, 1993) (No. 92-1205).  We do not reach D'Oench,  Duhme here
                                                        

because  we  find that  appellees  were  entitled to  summary

judgment as a matter of Maine contract law.5

          Appellants admit that  Limehouse stopped making the

monthly  interest payments  due  under the  First and  Second

Notes,  but  contend  that  its obligation  to  make  monthly

                    

4.   The  district court  had jurisdiction  over this  matter
pursuant to 12 U.S.C.    1819(b)(2)(A) and 28 U.S.C.    1331.
This court has jurisdiction  over this appeal pursuant to  28
U.S.C.   1291.

5.   The  parties   agree  that   Maine  law   governs  their
respective rights and obligations, outside of the question of
application of the federal D'Oench, Duhme doctrine.
                                         

                             -8-

interest payments and  repay the principal  of the First  and

Second  Notes was conditioned upon  a promise by  the Bank to

provide financing for the development.  While no such promise

is to be found  in the provisions of either  Note, appellants

point  to  the  Commitment  Letters as  establishing  such  a

promise.   Because the  First Commitment Letter  stated that,

"This loan shall  be repaid  from the sale  of the  mortgaged

property or its  refinancing into  a residential  subdivision

development   loan,"  appellants   say  that   the  repayment

obligations under the First  Note were wholly contingent upon

the  Bank's providing  new financing  for development  of the

property.   Because the Second  Note described the  loan term

as,  "12  months with  interest only  to  be repaid  from the

refinancing  of  the  debt  into  a  residential  subdivision

development  loan,"  appellants   contend  that   Limehouse's

obligations  under the Second  Note were  likewise contingent

upon the Bank's providing of refinancing.  Appellants further

insist  that interpretation  of the  Notes is  insulated from

summary judgment disposition as it is a mixed question of law

and fact.

          A major problem with  appellants' approach is that,

under Maine contract law, a court does not consider extrinsic

evidence in  interpreting a  contract unless the  language of

the contract is ambiguous.  Portland Valve, Inc.  v. Rockwood
                                                             

Systems Corp., 460 A.2d 1383, 1387 (Me. 1983).  
             

                             -9-

               The   issue   of  whether   contract
          language  is ambiguous  is a  question of
          law for the Court.  The interpretation of
          an  unambiguous  written  contract  is  a
          question  of  law   for  the  Court;  the
          interpretation of ambiguous language is a
          question   for   the  factfinder.     The
          interpretation of  an unambiguous writing
          must be determined from the plain meaning
          of  the language used  and from  the four
          corners of the instrument  without resort
          to extrinsic evidence.  Once an ambiguity
          is found then  extrinsic evidence may  be
          admitted  and  considered  to   show  the
          intention  of  the  parties.     Contract
          language   is   ambiguous   when  it   is
          reasonably   susceptible   of   different
          interpretations.

Id.  (citations omitted);  see  also  Triple-A Baseball  Club
                                                             

Assoc. v.  Northeastern Baseball, Inc., 832  F.2d 214, 220-21
                                      

(1st  Cir.   1987)   (summarizing  Maine   law  of   contract

interpretation), cert. denied, 485 U.S. 935 (1988).  Here the
                             

contract terms     the  repayment terms contained  within the

four corners of the Notes    are not at all ambiguous.  In no

relevant way  are they  "reasonably susceptible  of different

interpretations."   Portland  Valve, 460 A.2d  at 1387.   The
                                   

repayment terms are clear and unconditional: the maker of the

Note is obligated to  make monthly interest payments; failure

to  make  interest payments  constitutes  a  default; if  the

grantor defaults,  the grantee  may demand full  repayment of

the principal sum and accrued interest.   There is no hint in

the Notes' language that  the Bank's extension of refinancing

is a condition to  full repayment upon default.   Because the

Notes  are  unambiguous,  appellants  may  not  rely  on  the

                             -10-

Commitment  Letters  to  show that  the  terms  of the  Notes

differed from their plain meaning.  Id. 
                                       

          Appellants argue  that the Commitment  Letters were

incorporated  into the  Notes  and thus  the Letters'  terms,

including the Letters' references  to refinancing, should  be

considered as part and parcel of the parties' agreement.  The

Letters  were entirely  incorporated  into the  Notes, it  is

contended, because  the Notes "referred to"  the Mortgage and

the Mortgage "referred to" the First Commitment Letter.  This

overlooks the  limited nature of the  cross-references.  None

of  the  documents in  question,  nor  anything  else in  the

record,  suggests that  the parties  intended  to incorporate

everything said  in the  Commitment Letters as  conditions of

the Notes.   The Notes  provided that Limehouse  would be  in
                                               

default  of the Note if it defaulted on its obligations under
                                           

the  Mortgage  and  Security  Agreement.   The  Mortgage  and

Security   Agreement  stated  that   Limehouse  must  perform
                                              

whatever obligations  it had  under the  terms  of the  First
                        

Commitment Letter.  Neither of these references says anything

about  the  requirement  of monthly  interest  payments,  the

provision  of  the  Note  as to  which  Limehouse  defaulted.

Nothing is anywhere  said that a failure by the  Bank to meet

its  purported  refinancing  assurances  in   the  Commitment

Letters will  constitute a defense to  the borrower's default

upon the Notes.  

                             -11-

          The  Notes  are   at  least  partially   integrated

agreements for  purposes of  the parol evidence  rule.   They

appear on their face to  express the parties' final agreement

as  to the  terms  for  Limehouse's  repayment of  the  funds

advanced.   See Interstate Indus. Uniform  Rental Serv., Inc.
                                                             

v.  Lepage Bakery,  Inc.,  413 A.2d  516,  519-20 (Me.  1980)
                        

(applying  test for  integrated agreements  and stating  that

question  of  integration   is  determined  by  the   court);

Restatement (Second) of Contracts    209, 210 (1981).  Signed

by  both  parties,  the  Notes  contain  detailed  terms  and

conditions for repayment of the interest and principal of the

loans, specifying schedules for repayment, penalties for late

payments, calculation of the interest rate, and processes for

handling defaults.   See Restatement (Second)  of Contracts  
                        

209(3)  ("Where the parties reduce an  agreement to a writing

which in view of  its completeness and specificity reasonably

appears to be  a complete  agreement, it  is taken  to be  an

integrated  agreement  unless  it  is  established  by  other

evidence  that  the  writing   did  not  constitute  a  final

expression.")   The  lack  of specificity  in the  Commitment

Letters     in addition to the time delay between issuance of

the Letters and execution of the Notes (two weeks between the

First Letter and  First Note, four months  between the Second

Letter  and  Note)      strongly suggests  that  the  parties

                             -12-

intended  the  Notes,  not  the  Letters,  to  be  the  final

expressions of the repayment terms.  

          "A  binding  integrated agreement  discharges prior

agreements to the extent that it is inconsistent with  them."

Restatement (Second)  of Contracts   213(1);  Astor v. Boulos
                                                             

Co., 451  A.2d 903, 905  (Me. 1982)  (applying Restatement   
   

213).    If the  references  in  the  Commitment  Letters  to

"refinancing" mean  what appellants  claim they mean     that

the parties  agreed to  make Limehouse's obligation  to repay

the  loans contingent on refinancing  of the debt     then to

that  extent the  Letters are inconsistent,  prior agreements

which are  discharged by the partially integrated agreements,

i.e., the Notes.  See Astor, 451 A.2d at 905-06.
                           

          In connection with their  counterclaims, appellants

have  urged that  the Bank  breached the  terms of  a binding

contract when it failed  to provide development financing and

so  caused  an  unspecified  amount of  financial  damage  to

appellants.  In support of this contention, appellants assert

that the Bank  "knew" and the  parties "understood" that  the

Bank  would make  a development  loan in  the future.   "Mere

allegations,  or conjecture  unsupported in  the record,  are

insufficient  to raise  a  genuine issue  of material  fact."

August, 981 F.2d  at 580.   To avoid  summary judgment,  they
      

"must be  able to point  to specific, competent  evidence" in

support of their claims.  Id.
                             

                             -13-

          Appellants point to  only a few isolated  fragments

of evidence to  establish the existence of the  contract they

assert: (1) the sentences in the two Commitment Letters which

refer  to  "refinancing"; (2)  the  Bank's  statement in  its

letter to  the Maine  Department of Environmental  Protection

that it was the Bank's "intention to finance  the development

of this project, once all requisite approvals are in place.";

(3) the Mortgage and  Security Agreement's provision that the

Bank could, "at its sole option," advance up to $2,500,000 to

Limehouse upon its request;  and (4) oral statements  by Bank

officials on  May  22, 1990,  indicating  that the  Bank  had

changed  its plans and decided not to loan Limehouse any more

than the $1,200,000 already extended.

          "For there  to be a  contract under Maine  law, the

parties must  have manifested their  mutual assent to  all of

the material terms  of the agreement."  Maine Surgical Supply
                                                             

Co. v. Intermedics Orthopedics, Inc.,  756 F. Supp. 597,  602
                                    

(D.  Me. 1991); Ouellette v. Bolduc, 440 A.2d 1042, 1045 (Me.
                                   

1982).    "The  terms  of  the contract  must  be  reasonably

certain, such that  they provide a basis for  determining the

existence of a breach and  for giving an appropriate remedy."

Maine Surgical Supply Co., 756 F. Supp. at 602; Roy v. Danis,
                                                            

553  A.2d 663, 664 (Me. 1989).  The asserted facts appellants

rely  upon are wholly inadequate  to show the  existence of a

legally  binding contract  by the  Bank to  provide financing

                             -14-

beyond the two loans  made.  Unlike the loans  for $1,000,000

and $200,000,  there is  no commitment letter  in the  record

which bound  the Bank  to providing development  financing to

Limehouse.  Nothing is offered by appellants to show the loan

amount, interest  rate, period of repayment, repayment terms,

conditions, or other material  terms of the alleged agreement

for this financing.   Mere declarations of intention to enter

into  a future  agreement     which  is,  at most,  what  the

statements in the Commitment Letters and in the letter to the

Maine Department  of Environmental  Protection are     do not

create a binding contract.  Maine Surgical Supply Co., 756 F.
                                                     

Supp. at 602.  Appellants failed to establish a genuine issue

of material fact  over the existence  of a binding  agreement

obligating the Bank to provide financing beyond the two loans

made.

                             III.

          In sum, the record is without material facts which,

viewed  in  the light  most  favorable  to appellants,  would

create a genuine issue under Maine contract law as to whether

Limehouse  could justifiably  refuse to  pay the  amounts due

under the  Notes because of the Bank's  nonperformance of its

claimed  obligation,  as a  condition  to  collection of  its

                             -15-

Notes,  to  have provided  development  financing.6   Without

need to  inquire into  the application here  of the  D'Oench,
                                                             

Duhme doctrine, we  rule as  a matter of  Maine contract  law
     

that  appellees were  entitled to  summary judgment  in their

favor. 

          Affirmed.  Costs to appellees.
                                       

                    

6.   We have  considered all of appellants'  other arguments,
mostly variations on  the same  theme, and find  no merit  in
them.  

                             -16-
