                     United States Court of Appeals
                           FOR THE EIGHTH CIRCUIT
                                   ___________

                                   No. 02-1782
                                   ___________

Lincoln Benefit Life Company, Inc.,    *
                                       *
             Appellee,                 *
                                       * Appeal from the United States
       v.                              * District Court for the
                                       * District of Nebraska.
eWealth USA, Inc.; eWealth America, *
Inc.; Argent Capital Corporation;      *      [UNPUBLISHED]
Argent Financial Services, Inc.,       *
                                       *
             Appellants.               *
                                  ___________

                             Submitted: October 11, 2002

                                  Filed: October 18, 2002
                                   ___________

Before McMILLIAN, BOWMAN, and SMITH, Circuit Judges.
                         ___________

PER CURIAM.

      Following a bench trial, the District Court1 found that Appellants
(AFS/eWealth) breached a February 2000 credit agreement with Lincoln Benefit Life
Company (LBL). AFS/eWealth had argued that its president, Sam Watson, did not
have the authority to enter into the agreement. The District Court also found in LBL's


      1
       The Honorable Richard G. Kopf, Chief Judge, United States District Court for
the District of Nebraska.
favor with respect to AFS/eWealth's counterclaim that the parties formed a credit
agreement in 1999 that LBL breached. AFS/eWealth now challenges the District
Court's findings of fact with respect to the February 2000 contract and the alleged
1999 agreement. AFS/eWealth also argues that the District Court should have taken
LBL's admissions as conclusive fact that a 1999 agreement existed and that the
District Court improperly allocated the burden of proof to AFS/eWealth on the issue
of Watson's lack of authority.

        We review a district court's findings of fact, such as those concerning the
existence of a contract, for clear error, see Kansas City Power and Light Co. v.
Burlington Northern R.R. Co., 707 F.2d 1002, 1003 (8th Cir. 1983), and we review
its findings of law de novo, see Appley Bros. v. United States, 164 F.3d 1164, 1170
(8th Cir. 1999). Having done so, we agree with the District Court, for the reasons it
provided, that AFS/eWealth breached the February 2000 contract and that the parties
did not enter into another contract in 1999 or at any other time.

       As for the procedural disputes, we also agree with the District Court. First, the
District Court did not err in construing LBL's admissions. Second, although
AFS/eWealth argues that Watson lacked authority to enter into the February 2000
agreement, we agree with the District Court that, pursuant to Federal Rule of Civil
Procedure 16(e), AFS/eWealth waived this issue by not raising it in the pretrial order.
Relatedly, because AFS/eWealth waived its argument on the lack-of-authority issue,
any dispute over the burden of proof concerning that issue is moot.

       None of the District Court's findings of fact is clearly erroneous, and no error
of law appears. We therefore affirm the judgment in favor of LBL on the basis of the
District Court's thorough and well-reasoned opinion. See 8th Cir. R. 47B.




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A true copy.

      Attest:

         CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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