February 16, 1993

                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT

                                             

No. 92-1444

             IN RE:  NEWPORT PLAZA ASSOCIATES, L.P.,
                             Debtor.

                                        

                 NEWPORT PLAZA ASSOCIATES, L.P.,
                      Plaintiff, Appellant,

                                v.

                      DURFEE ATTLEBORO BANK,
                       Defendant, Appellee.

                                             

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                 FOR THE DISTRICT OF RHODE ISLAND

           [Hon. Francis J. Boyle, U.S. District Judge]
                                                      

                                             

                              Before

                      Selya, Circuit Judge,
                                          

                  Bownes, Senior Circuit Judge,
                                              

                     and Cyr, Circuit Judge.
                                           

                                             

     Robert  S. Bruzzi, with whom James J. Beaulieu was on brief,
                                                   
for appellant.
     Michael R.  McElroy,  with whom  Schacht  &amp; McElroy  was  on
                                                        
brief, for appellee.

                                             

                                             

          SELYA,   Circuit  Judge.    After  entering  insolvency
          SELYA,   Circuit  Judge.
                                 

proceedings,   plaintiff-appellant   Newport   Plaza   Associates

(Newport),  a  Rhode  Island  limited partnership,  commenced  an

adversary proceeding against Durfee Attleboro Bank (the Bank), in

which it claimed that the Bank  failed to honor an oral agreement

concerning the resumption of financing for a stalled construction

project.    The  bankruptcy court  and  the  district court  both

rejected the  claim.  The third  time is not the  charm:  because

the  record shows  beyond peradventure  that the  parties entered

into a  subsequent written contract, the terms  of which directly

contradicted,   and  therefore   superseded,  the   alleged  oral

agreement, we affirm.

I.  BACKGROUND

          On February 8, 1988,  Newport executed and delivered to

the   Bank  a   promissory  note,   construction  mortgage,   and

construction loan agreement in order to finance the erection of a

shopping plaza in Newport, Rhode Island.   Construction came to a

screeching halt that November due to difficulties between Newport

and  its general contractor, DRL, Inc.   When DRL and a number of

subcontractors placed mechanics'  liens on the  property, Newport

defaulted on the loan.

          Newport tried repeatedly to work out an agreement under

which the Bank would be willing to restart the project.   Newport

claims  that  on December  20, 1988,  the  Bank agreed  to resume

financing  the  work  pursuant  to  the  terms  of  the  original

construction  loan  agreement  if  Newport,  within  a reasonable

                                2

period of  time, resolved the mechanics'  liens, brought interest

payments current,  reaffirmed  occupancy commitments  from  third

parties,  and replaced  DRL with  a suitably  qualified builder.1

Newport also  claims that  it complied  with these conditions  no

later than March of 1989,  but that the Bank reneged on  the oral

agreement.

          On October  13, 1989,  with the project  still dormant,

Newport  submitted a written proposal to the Bank anent continued

financing.  This proposal did not mention the oral agreement.  By

letter  dated November 1, 1989, the Bank notified Newport that it

had "decided not to  allow restarting of the project."   Instead,

the Bank offered,  "without waiving any . .  . rights," to accept

$881,000 in full  satisfaction of the balance due ($1,381,000) on

the  promissory note.  The  Bank's terms required  Newport, if it

accepted  the offer, to tender  $881,000 in a  lump sum within 90

days  and, in the interim,  to submit weekly  progress reports on

the status  of the project  and its efforts  to obtain  the funds

needed to buy  out the Bank's position.  The  letter, the text of

which  is reproduced in the  appendix, gave Newport  two weeks in

which to accept the offer.   It made no reference to  the alleged

oral agreement.

          Newport's  partners  signed  and  returned  the  letter

before the appointed deadline.   Thereafter, they failed to  make

the lump-sum payment within  the stipulated 90-day period.   When

                    

     1The Bank  steadfastly denies these allegations.   Since the
case was  decided  below  on  summary  judgment,  we  assume  for
argument's sake that the oral agreement existed.

                                3

the Bank  initiated foreclosure  proceedings, Newport  sought the

protection of Chapter 11.2

          In  due course,  Newport filed  suit in  the bankruptcy

court  alleging a  breach  of the  oral  agreement.   After  some

procedural  skirmishing,  not  material  for  our  purposes,  the

bankruptcy court granted the  Bank's motion for summary judgment.

In re Newport Plaza  Assocs., 129 B.R. 326 (Bankr.  D.R.I. 1991).
                            

The court  held that  the letter exchange  constituted an  accord

between  the  parties,  wherein  the  Bank  agreed  to  discharge

Newport's  original  obligation in  return  for  Newport's timely

payment of a  portion of the  outstanding balance.   Id. at  327.
                                                        

The  court ruled that because  the Bank explicitly  stated in the

offering  letter  that it  would  not  allow  restarting  of  the

project, and  Newport  accepted the  terms  of that  letter,  the

exchange "created new contractual obligations between the parties

and replaced the  alleged December 20, 1988 oral agreement  . . .

."   Id.  The bankruptcy court ruled, alternatively, that Newport
        

had neither  established the existence  of an oral  agreement nor

shown  performance of  its obligations thereunder.3   See  id. at
                                                              

327 n.1.

          Newport  appealed.    The  district  court  convened  a

                    

     2The  bankruptcy  court,  following  a   contested  hearing,
eventually  granted  the  Bank's   motion  for  relief  from  the
automatic   stay.     The   foreclosure  proceedings   have  been
consummated.  

     3Because  this appeal  is susceptible  to resolution  on the
ground that the letter  exchange extinguished any oral agreement,
see infra, we do not consider this alternative holding.
         

                                4

hearing, afforded  de novo review, and  rendered summary judgment
                          

ore  tenus.  In its  bench decision, the  district court reasoned
          

that  whether an oral agreement existed was of no consequence, as

any  such  agreement  was  "completely  inconsistent"   with  the

subsequent exchange of correspondence.  That correspondence,  the

court   ruled,  constituted  an  accord,  superseding  any  prior

agreement  between  the parties.   On  March  3, 1992,  the clerk

entered final judgment.

          Newport again  appeals.   The gist  of its  argument is

that the  district court  erred in holding  that, as a  matter of

law, Newport  relinquished the right to  resuscitate the original

financing arrangement   a right supposedly conferred by  the oral

agreement    when it signed  and returned the  November 1 letter.

Because we agree with the district court that the letter exchange

constituted a  valid contract in which  the parties unambiguously

expressed their mutual intention  that the Bank would  not supply

funds  to restart  the project,  we  reject Newport's  attempt to

enforce the prior oral agreement and affirm the entry of judgment

below.

II.  THRESHOLD LEGAL MATTERS

          We  begin by  explicating certain  legal  principles in

order to set the stage for a discussion of the merits.

                A.  The Summary Judgment Standard.
                                                 

          The summary judgment standard  is familiar and has been

frequently  elucidated.   Rather than  attempting to  reinvent so

serviceable a wheel, we  merely observe that, as the  civil rules

                                5

themselves  provide, summary  judgment is  appropriate when  "the

pleadings,   depositions,   answers   to   interrogatories,   and

admissions on  file, together with  the affidavits, if  any, show

that  there is no genuine issue as  to any material fact and that

the moving party is entitled  to a judgment as a matter  of law."

Fed. R. Civ.  P. 56(c).  The opponent of  a properly focused Rule

56 motion must demonstrate,  by competent evidence, the existence

of a  triable issue  which is  both genuine  and material  to its

claim.  See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48
                                           

(1986); Garside  v. Osco  Drug, Inc., 895  F.2d 46, 48  (1st Cir.
                                    

1990).  "In this context, 'genuine' means that the evidence about

the fact is  such that a reasonable jury  could resolve the point

in favor of the nonmoving party."  United States v. One Parcel of
                                                                 

Real Property, Etc. (Great  Harbor Neck), 960 F.2d 200,  204 (1st
                                        

Cir. 1992).  "In the same context, 'material' means that the fact

is one susceptible  of altering the  outcome of the  litigation."

Rivera-Muriente  v. Agosto-Alicea,  959 F.2d  349, 352  (1st Cir.
                                 

1992).

          We afford  plenary review  to  the entry  of a  summary

judgment.   Garside, 895  F.2d at 48.   In so  doing, this court,
                   

like the courts  below, must read the  record in the  manner most

gratifying to the party  opposing summary judgment, indulging all

reasonable  inferences  in  that  party's  favor.    See  Rivera-
                                                                 

Muriente,  959 F.2d at 352;  Griggs-Ryan v. Smith,  904 F.2d 112,
                                                 

115 (1st Cir. 1990).

                        B.  Choice of Law.
                                         

                                6

          In this case, the  underlying contract claim depends on

state  law.   The  parties briefed  and  argued the  case  on the

apparent  understanding  that   Rhode  Island  law  governs   the

significance  of their  actions and  the interpretation  of their

agreements.   Both  lower courts  adjudicated the  controversy on

that basis.   When opposing  parties agree to  the source  of the

substantive law  that controls their rights  and obligations, and

no  jurisdictional concerns are present, a court is at liberty to

accept such an agreement without independent inquiry.  See Moores
                                                                 

v.  Greenberg, 834 F.2d 1105, 1107 n.2 (1st Cir. 1987); Mathewson
                                                                 

Corp. v.  Allied Marine Indus., Inc., 827 F.2d 850 , 853 n.3 (1st
                                    

Cir. 1987).  We do so here.

                      C.  What's in a Name?
                                          

          The parties have expended considerable  effort debating

whether the November 1 letter agreement should be evaluated as an

accord and satisfaction or as a novation.  We deem it unnecessary

to venture into this Serbonian bog.

          The  Rhode  Island   Supreme  Court  has  traditionally

manifested a  concern with  substance  rather than  form in  this

fuliginous  corner of  the  law, hesitating  to  draw fine  lines

between  these two  closely  allied kinds  of contracts  where no

necessity exists for  doing so.   See,  e.g., Mello  v. Coy  Real
                                                                 

Estate  Co.,  234  A.2d  667,  671-72  (R.I. 1967)  (noting  that
           

dissimilarities  between the  two theories  are frequently  of no

concern,  as  both  "operate  to  discharge all  the  rights  and

obligations emanating from a  prior agreement"); Salo Landscape &amp;
                                                                 

                                7

Constr. Co. v. Liberty Elec. Co., 376 A.2d 1379, 1382 (R.I. 1977)
                                

(holding that, when the parties' subsequent agreement created new

contractual  rights  and  obligations  which  extinguished  those

arising  under the original contract,  "it matters not" whether a

court  refers  to  the  subsequent  agreement  as an  accord  and

satisfaction  or as a rescission  followed by the  formation of a

new contract); see also Masse  v. Masse, 313 A.2d 642,  645 (R.I.
                                       

1974)   (stating  that  either   a  release  or   an  accord  and

satisfaction of  an alimony  judgment "will  bind the  parties if

fully complied with and supported  by sufficient consideration").

Federal courts,  construing state  law, have often  exhibited the

same  disinclination.     For  example,   the  Seventh   Circuit,

confronted with  an analogous  fact  pattern, chose  practicality

over pettifoggery.  See Calder v. Camp Grove State Bank, 892 F.2d
                                                       

629,  633 (7th Cir. 1990)  (concluding that a  "difference in the

characterization of  the [agreement] does not  affect the outcome

of  this case, since, under Illinois law releases, novations, and

accords  and  satisfactions  are  all contracts  subject  to  the

requirement  of mutual  intent and the  constraints of  the parol

evidence rule").

          The lesson to be learned from all of this is that, when

it would serve  no useful purpose  to distinguish between  accord

and satisfaction, on  the one  hand, and novation,  on the  other

hand, courts should refrain  from performing what will amount  to

no more than an exercise  in semantics.  So  it is here.  If  the

November 1 agreement  constitutes a valid contract, it  binds the

                                8

parties  in substantially the same  manner whether we  call it an

accord and satisfaction or a novation, operating to discharge all

the rights  and obligations  emanating from the  preexisting oral

agreement.

III.  ANALYSIS

          The  crux of  this appeal  involves a dispute  over the

interpretation of the letter agreement.  We have recognized that,

in  certain circumstances,  summary  judgment  is an  appropriate

vehicle for resolving contract-interpretation  disputes.  The key

is the lack of any ambiguity.  See FDIC v. Singh, 977 F.2d 18, 21
                                                

(1st Cir. 1992);  see also Fashion House,  Inc. v. K Mart  Corp.,
                                                                

892  F.2d  1076,  1083 (1st  Cir.  1989)  (same  rule applies  in

directed-verdict context).   It is only when ambiguity looms that

the interpretation  of  contract language,  itself  acknowledged,

becomes a question of fact for the jury rather than a question of

law  for the judge.  See Singh, 977  F.2d at 21; In re Navigation
                                                                 

Technology Corp., 880  F.2d 1491,  1495 (1st Cir.  1989).   These
                

principles  are   in   overall  harmony   with   Rhode   Island's

jurisprudence.  See, e.g., Judd Realty, Inc. v. Tedesco, 400 A.2d
                                                       

952, 955 (R.I. 1979);  Fryzel v. Domestic Credit Corp.,  385 A.2d
                                                      

663, 666-67 (R.I. 1978);  O'Connor v. McKanna, 359 A.2d  350, 353
                                             

(R.I. 1976).

          Under Rhode Island law,  the determination of whether a

contract's  terms are ambiguous is  itself a question  of law for

the court.  See D.T.P.,  Inc. v. Red Bridge Properties, 576  A.2d
                                                      

1377,  1381 (R.I.  1990); Westinghouse  Broadcasting Co.  v. Dial
                                                                 

                                9

Media, Inc., 410 A.2d 986, 991 (R.I. 1980); accord Fashion House,
                                                                

892 F.2d at 1083.  Generally, the Rhode Island Supreme Court will

deem  contract language  to  be  ambiguous  when  and  if  it  is

"reasonably    susceptible     of    different    constructions."

Westinghouse,  410 A.2d at 991;  accord Fryzel, 385  A.2d at 667.
                                              

Conversely,  a contract which within the realm of reason can bear

only a single plausible interpretation can be so construed by the

court as a matter of law.  See O'Connor, 359 A.2d at 354.   Given
                                       

similar  parameters  of substantive  law,  we  have affirmed  the

granting of summary judgment where the words of a contract are so

clear  that  "reasonable  people  could  not  differ  over  their

meaning."  Boston  Five Cents Sav. Bank v.  Secretary of Dep't of
                                                                 

HUD, 768 F.2d 5, 8 (1st Cir. 1985); accord Singh, 977 F.2d at 21;
                                                

Fowler v.  Boise  Cascade Corp.,  948  F.2d   49,  54  (1st  Cir.
                               

1991).4

          Where  the   language  of  a  contract   is  clear  and

unambiguous,  the  Rhode  Island  Supreme   Court  has  generally

interpreted  the  parties' intent  based  solely  on the  written

words.5   See D.T.P., Inc., 576  A.2d at 1381; Dudzik  v. Leesona
                                                                 

                    

     4The  Rhode Island  Supreme Court  has elucidated  a similar
standard  in applying its own summary judgment rule.  See Cassidy
                                                                 
v.  Springfield Life  Ins. Co.,  262 A.2d  378, 380  (R.I. 1970);
                              
O'Connor, 359 A.2d at 354.
        

     5At  least one Rhode Island case also looked to the parties'
circumstances at the time the contract was made both to ascertain
whether  a  term  was ambiguous  as  used  and  to determine  the
parties'  intent in  using an  otherwise unambiguous  term.   See
                                                                 
Westinghouse, 410  A.2d  at 992.    We  need not  dwell  on  this
            
distinction,   however,   as   consideration  of   the   parties'
circumstances   in   this   case   would   only   strengthen  the
interpretation  of the  letter agreement  suggested by  its plain

                                10

Corp., 473 A.2d 762, 765 (R.I. 1984); Fireman's Fund Ins. Co.  v.
                                                             

E.W. Burman, Inc.,  391 A.2d  99, 102 (R.I.  1978).   Unambiguous
                 

language  is to be  accorded its plain and  natural meaning.  See
                                                                 

Dudzik,  473 F.2d at 765; cf. Flanagan v. Kelly's System of N.E.,
                                                                 

Inc., 286 A.2d 249,  251 (R.I. 1972) (construing Florida  law but
    

indicating in dictum that  Rhode Island law is identical  in this

respect).

          We employ these tools in analyzing Newport's assertions

that  issues of fact, related to the interpretation of the letter

agreement, precluded the granting of summary judgment.

                 A.  Acceptance of the Agreement.
                                                

          We first address Newport's  claim that there remains an

issue of disputed  material fact  as to whether,  by signing  and

returning  the November  1  letter in  the  manner requested,  it

intended  to accept the proposed terms and thereby form a binding

contract.  Newport argues that, in the letter, the Bank agreed to

release  Newport from  its loan  obligations only  upon Newport's

performance of three acts:   (1) returning the letter,  signed as

accepted, within two weeks; (2)  delivering a certified check for

$881,000  within  the  period  prescribed for  payment;  and  (3)

transmitting  written progress  reports  betweentimes.    Because

Newport performed  only one  of the three  acts    return of  the

letter     it envisions  an issue  of  fact regarding  whether it

intended  to accept  the  November 1  offer.   Although  we  give

                    

language.

                                11

appellant's counsel  high marks for ingenuity, we  do not believe

that the letter can be construed in so elastic a manner.

          Under  Rhode  Island law,  the  Bank,  as the  offeror,

controlled the offer and the terms of its  acceptance.  See B &amp; D
                                                                 

Appraisals  v. Gaudette Mach. Movers, Inc., 733 F. Supp. 505, 508
                                          

(D.R.I.  1990).   It is  a basic  tenet of  contract law  that an

offeror may, as a  condition of the offer's acceptance,  call for

an act,  a forbearance, or a  return promise from the  offeree in

exchange  for   the  offeror's  promise  or   performance.    See
                                                                 

McLaughlin v. Stevens, 296 F. Supp.  610, 613 (D.R.I. 1969).   So
                     

long as the offeror sets forth what is being sought in reasonably

certain  terms, he may bind the  offeree immediately by requiring

acceptance  in the form of  a return promise  rather than through

performance.  See B &amp; D Appraisals, 733 F. Supp. at 508.
                                  

          Viewed  against  this   backdrop,  Newport's   position

appears totally  irreconcilable with the unambiguous  language of

the  Bank's November 1 letter.   After setting forth the terms of

the offer, the Bank states the  terms of its acceptance:  "If you

are in agreement  with the terms  and conditions detailed  above,

please so indicate by dating, executing and returning one copy of

this letter  for our files."   This language  is nose-on-the-face

plain:  the Bank  asked for a return promise    nothing more   as

the indicium of acceptance.

          Should  any doubt linger, we are quick to remark that a

court  is duty bound to construe contractual terms in the context

of  the contract  as a  whole.   See Woonsocket  Teachers' Guild,
                                                                 

                                12

Local  951 v. School  Comm. of the  City of Woonsocket,  367 A.2d
                                                      

203, 205 (R.I. 1976).   Here, the letter,  read in its  entirety,

dispels  any possible  claim of  ambiguity.   It states  that the

"offer  will  expire November  14, 1989,  and  we must  have your

signed acceptance  in our hands by  2:00 p.m. on that  date."  It

then  notes that, should Newport accept the offer, the Bank "must

also receive" the  progress reports and  the lump-sum payment  as

promised.

          Words are  not endlessly malleable.   They have meaning

and  content.   The  particular  combination  of words  that  the

parties  utilized   here,  taken  in  the   stated  sequence,  is

susceptible of  no reasonable interpretation other  than that the

parties  intended themselves  to be  fully bound  coincident with

Newport's return of the letter, endorsed "APPROVED AND ACCEPTED,"

by the date and time specified.  In contemplation of law, Newport

accepted  the  terms  of  the  offering  letter  by  signing  and

returning it.

               B.  The Effect of Newport's Consent.
                                                  

          Newport  also  claims that,  even  if  it accepted  the

offer, there  remains a  question of  fact regarding  whether, by

doing so, it intended to relinquish its right to sue the Bank for

failure  to resume  financing the  project pursuant  to  the oral

agreement.   This claim rests chiefly on an affidavit from Ronald

Kutrieb, one of Newport's principals, professing his belief that,

in signing the letter,  he was not surrendering  Newport's rights

                                13

under  the oral agreement.6  In our view, this initiative ignores

both unambiguous language and settled law.  We explain briefly.

          As we have previously  indicated, the plain language of

the November 1 letter is difficult to overcome.  To  be sure, the

letter  made   no  reference  to  the   earlier  oral  agreement.

Nevertheless,  the   Bank  did  not  mince  words.    The  letter

unequivocally  stated  that the  Bank had  "decided not  to allow

restarting of the  project."   These words are  definite.   Their

purport is not contradicted  by any other term in  the agreement.

The ordinary meaning of the quoted language, taken in context, is

susceptible  to no  other  reasonable interpretation  than as  an

expression  of the  parties'  mutual agreement  that construction

financing for the  project would  no longer be  furnished by  the

Bank.

          In such  clear-cut circumstances, the courts  below had

no principled choice but  to hold that Newport, by  accepting the

offer  in  the manner  indicated,  assented  to  the "no  further

financing" term.  See Fireman's  Fund, 391 A.2d at 102;  see also
                                                                 

Theroux  v.  Bay Assocs.,  Inc., 339  A.2d  266, 268  (R.I. 1975)
                               

(explaining  that  a  court  will not  import  ambiguity  into  a

contract that unmistakably expresses the parties' intentions).

          Nor  did the  Kutrieb affidavit  create a  roadblock en

route to this result.   Contracts ordinarily depend on  objective

                    

     6The Bank's letter transposed  two vowels in Kutrieb's name.
Moreover, one of Newport's  partners, Joseph J. Dabek, apparently
did not sign  the letter.  The parties do  not mention either the
misspelling   or   the   omission   and  we,   too,   deem   them
inconsequential.

                                14

indicia  of consent,  not on  a party's  subjective expectations.

When, as in this  instance, the parties' intent is  made manifest

by  the express terms of a written agreement, fairly construed, a

court  interpreting  the  agreement  should  not  look  to  "some

undisclosed  intent that  may have  existed in  the minds  of the

contracting parties but [should  be governed by] the intent  that

is  expressed  by  the   language  contained  in  the  contract."

Woonsocket Teachers' Guild, 367 A.2d at 205; accord Westinghouse,
                                                                

410 A.2d at 991  n.10; see also Smith v. Boyd,  553 A.2d 131, 133
                                             

(R.I. 1989)  (explaining that, under Rhode  Island law, objective

manifestations  of intent  govern contract  formation); Mathewson
                                                                 

Corp.,  827 F.2d  at 853-54  (same; applying  Massachusetts law).
     

Hence, the Kutrieb  affidavit raised no genuine issue of material

fact  sufficient to preclude the entry of summary judgment.  See,
                                                                

e.g.,  Singh, 977  F.2d  at 23  (affirming  summary judgment  for
            

lender  on the  basis,  inter  alia,  that  a  litigant  may  not
                                   

subrogate  the terms of  an unambiguous contract  to his supposed

contemplation  of  its  meaning)  (applying  Massachusetts  law);

Cassidy v. Springfield  Life Ins.  Co., 262 A.2d  378, 380  (R.I.
                                      

1970)  (stating that,  where  a contract's  terms  are clear  and

unambiguous,  and there are no  questions of material  fact to be

resolved, the nisi prius court may grant summary judgment).
                        

          We see no way around this outcome.  The Bank's explicit

disclaimer  of any  intention  to  restart  the  project  in  the

subsequent  letter  agreement directly  contradicts  the supposed

oral  agreement (wherein the  Bank allegedly agreed  to pour more

                                15

money  into the  project  upon Newport's  fulfillment of  certain

conditions).    Given  this   direct  contradiction,  the  letter

agreement, being  later in  time, necessarily superseded  any and

all prior oral  agreements anent restarting construction.  It is,

after  all, settled  law  that,  if the  terms  of  a prior  oral

negotiation  are  dealt  with, or  covered  by,  a  later written

agreement between the parties on the  same general subject, then,

presumably,  the latter was intended to supersede the former, and

should be  so construed.  See Rogers  v. Zielinski, 170 A.2d 294,
                                                  

296  (R.I.  1961) (explaining  that,  if confronted  with  such a

situation, a court should  assume that "the writing was  meant to

represent all  of the transaction  on that  element") (quoting  9

Wigmore,  Evidence   2430(3) (3d  ed. 1940));   Philip Carey Mfg.
                                                                 

Co. v. General Prods. Co., 151 A.2d 487, 492 (R.I. 1959) (holding
                         

that parties to a  novation waive any rights they  might have had

under the prior  agreement); Quinn  v. Bernat, 97  A.2d 273,  275
                                             

(R.I. 1953)  (stating that  a complete written  agreement becomes

the memorial of the parties'  intent, "merging or integrating all

prior oral agreements relating to the subject matter").

                    C.  Lack of Consideration.
                                             

          Newport  also asserts  that  the  letter  agreement  is

unenforceable  for  want  of   consideration.    Since  the  Bank

ultimately foreclosed and retained the right to pursue collection

of the  entire indebtedness,  this thesis runs,  Newport received

nothing of value in return for relinquishing its rights under the

oral agreement.  We disagree.

                                16

          The  November 1  agreement  was  supported by  valuable

consideration on both sides.   For its part, the Bank was willing

to  shave approximately  half  a million  dollars from  Newport's

outstanding debt.  Although Newport would not reap the benefit of

this considerable  savings  unless and  until  it made  a  timely

payment of $881,000, the  value of the opportunity, coupled  with

Newport's forbearance  for the 90-day waiting  period, was itself

substantial  and  furnished  valid  consideration  for  Newport's

return promise.  See, e.g., Philip Carey Mfg., 151 A.2d at 491-92
                                             

(holding  that  mutual   agreement  to  forbear  from   asserting

previously acquired legal claims  is adequate consideration, as a

matter  of  law, to  support new  promises  made in  a novation);

Phenix  Nat'l Bank v. Raia, 28 A.2d  20, 22 (R.I. 1942) ("broadly
                          

speaking, an  agreement  to forbear  to enforce  rights under  an

original   obligation  is,   under   the  proper   circumstances,

recognized as good consideration for a new obligation"); see also
                                                                 

Higgins v. Mycroft, 92 A.2d 727, 729 (R.I. 1952).
                  

          If practiced parties to commercial transactions bargain

for, and  receive, consideration that they  deem satisfactory and

that the law  regards as substantial, it  is not a  court's role,

absent fraud or other  exceptional circumstances, to evaluate the

relative  adequacy  of  the   consideration  or  to  reweigh  the

soundness of the parties'  judgments.  See Fall River  Nat'l Bank
                                                                 

v. DeMarco, 249 A.2d 900, 903-04 (R.I. 1969).
          

IV. CONCLUSION

                                17

          We  need go  no  further.   In  the November  1  letter

agreement, the  parties unequivocally agreed that  the Bank would

not  resume financing  the ill-fated  construction project.   The

letter agreement  superseded,  and thus  extinguished, all  prior

negotiations on the same  general topic.  This means,  of course,

that  Newport's attempt  to  sue for  a  failure to  restart  the

project pursuant to the parties' earlier oral agreement cannot be

countenanced even if such  an agreement existed at one  moment in

time.

Affirmed.
        

                                18

                             APPENDIX

                                       November 1, 1989

Newport Plaza Associates, L.P.
c/o Capital Growth Companies
Mr. Ronald E. Kutreib
221 Third Street
Newport, Rhode Island 02840

Gentlemen:

This is to confirm our meeting of October 27, 1989.

Durfee Attleboro Bank has received and reviewed your proposal
dated October 13, 1989, to restart the project.  As you know,
your $2,200,000.00 note dated February 8, 1988, remains in
default, as set forth in our letter to you of April 26, 1989.
After our complete review of this proposal, we have decided
not to allow restarting of the project.

However, without waiving any of our rights, we will allow
Newport Plaza Associates, L.P. until February 1, 1990, to pay
the Bank $881,000.00, and if payment is received by said
date, said  sum will be  accepted as full  payment of the  Bank's
$2,200,000.00 note  dated February  8, 1988.   Therefore,  if you
accept this offer you must deliver to us no later than 2:00
p.m.,  February 1,  1990,  a certified  check  payable to  Durfee
Attleboro Bank in the amount of $881,000.00.

If  you are in agreement  with the terms  and conditions detailed
above, please so indicate by dating, executing and returning
one copy  of this letter for  our files.  This  offer will expire
November 14, 1989, and we must have your signed acceptance
in our hands by 2:00 p.m. on that date.  If you accept this
offer,  we must  also  receive detailed  weekly written  progress
reports on the status of the project and your efforts to
obtain the $881,000.00, which reports will be due every Thurs-
day at 3:00 p.m. via fax machine (508 679-8361).

If you fail to strictly meet all the terms and conditions as
set  forth above,  we may immediately  pursue any and  all of our
rights and our remedies to enforce our rights, including, but

                                19

Newport Plaza Associates, L.P.  -2-       November 1, 1989

not limited  to  foreclosure.   Time  is of  the essence  in  all
respects.

                                  Sincerely,
                                  Durfee Attleboro Bank

                                                               
                                  Anthony J. Riccitelli
                                  Assistant Vice President

APPROVED AND ACCEPTED:

NEWPORT PLAZA ASSOCIATES, L.P.

By:                                                             
   Ronald E. Kutreib, partner        Date

By:                                                             
   Joseph J. Dabek, partner          Date

By:                                                              
   James J. Beaulieu, partner        Date

                                                                 
   Ronald E. Kutreib, guarantor      Date

                                                                 
   Joseph J. Dabek, guarantor        Date

                                                                 
   James J. Beaulieu, guarantor      Date

CERTIFIED MAIL
RETURN RECEIPT REQUESTED

                                20
