
USCA1 Opinion

	




                                [NOT FOR PUBLICATION]                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                                                                      ____________________        No. 96-1049                                BRAE ASSET FUND, L.P.,                                Plaintiff, Appellant,                                          v.                                WELD MANAGEMENT, INC.,                                 Defendant, Appellee.                                                                                      ____________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                    [Hon. Richard G. Stearns, U.S. District Judge]                                              ___________________                                                                                      ____________________                                        Before                               Torruella, Chief Judge,                                          ___________                            Cyr and Lynch, Circuit Judges.                                           ______________                                                                                      ____________________             John  A. Doonan,  with whom  Doonan &  Graves, Debra  Csikos, and             _______________              ________________  _____________        Acquisition Management, Inc. were on brief for appellant.        ____________________________             Joseph K. Mackey, with whom Kearney & Gleason, P.C.  was on brief             ________________            _______________________        for appellee.                                                                                       ____________________                                   December 3, 1996                                                                                      ____________________                    Per  Curiam.   Following  oral argument  and a  careful                    Per  Curiam.                    ___________          review  of the briefs and the entire  record on appeal, we affirm          the summary  judgment entered in  favor of Weld  Management, Inc.          ("Weld"),  essentially for  the  reasons stated  by the  district          court.         Largely on the strength of inapposite authorities,          see, e.g., Den  Norske Bank AS v. First Nat'l  Bank of Boston, 75          ___  ____  ___________________    ___________________________          F.3d 49 (1st Cir. 1996); Cofman v. Acton Corp., 958 F.2d 494 (1st                                   ______    ___________          Cir. 1992),  appellant Brae Asset Fund,  L.P. ("Brae") asserts on          appeal  that  the plain  literal import  of  the language  in the          limited recourse  loan guaranty    drafted by  its predecessor in          interest, Bank of New England, and executed by Weld's predecessor          in interest,  E.  Denis  Walsh,  Inc.     should  be  disregarded          because  the parties could not have intended that a loan guaranty          be rendered  meaningless as  the district court's  interpretation          essentially does.  Brae's argument fails.                     Even assuming that the  guaranty language is ambiguous,          Brae  did not generate a trialworthy issue of material fact, see,                                                                       ___          e.g., Den  Norske Bank AS, 75  F.3d at 53, since  it proffered no          ____  ___________________          extrinsic evidence (e.g.  circumstances surrounding  negotiations          or execution  of guaranty, "usage  of trade" evidence,  course of          dealing) which might enable  a reasonable factfinder to determine          that the  parties  meant  the limited  recourse  guaranty  to  be          unlimited, as Brae urges.  See  id. at 55-59.  In fact, Brae  has                                     ___  __          not  so much as intimated that any such extrinsic evidence exist-          ed, nor  indicated, for example, whether  the original guarantor,          E. Denis Walsh,  Inc., even  owned property which  it might  have                                          2          mortgaged to secure its loan guaranty.  Absent extrinsic evidence          sufficient to generate  a material issue of  fact, its opposition          to summary judgment was unavailing.  See id.                                               ___ __                    Accordingly, the district  court judgment is  affirmed;                    Accordingly, the district  court judgment is  affirmed;                    _______________________________________________________          costs to appellee.          costs to appellee.          _________________                                          3
