
USCA1 Opinion

	




                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                              _________________________          No. 93-1615                             CRELLIN TECHNOLOGIES, INC.,                                Plaintiff, Appellant,                                          v.                                 EQUIPMENTLEASE CORP,                                 Defendant, Appellee.                              _________________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                           FOR THE DISTRICT OF RHODE ISLAND                     [Hon. Ernest C. Torres, U.S. District Judge]                                             ___________________                              _________________________                                        Before                                Selya, Circuit Judge,                                       _____________                            Bownes, Senior Circuit Judge,                                    ____________________                               and Cyr, Circuit Judge.                                        _____________                              _________________________               Jeffrey  C. Schreck, with whom Neal J. McNamara and Flanders               ___________________            ________________     ________          & Medeiros, Inc. were on brief, for appellant.          ________________               Netti C.  Vogel, with  whom Vogel, Souls  & Woodbine  was on               _______________             ________________________          brief, for appellee.                              _________________________                                    March 8, 1994                              _________________________                    SELYA, Circuit Judge.   This appeal teaches  that, just                    SELYA, Circuit Judge.                           _____________          as "negotiations  and love songs  are often mistaken for  one and          the same," Paul Simon, Train in the Distance, on Negotiations and                                 _____________________  __ ________________          Love Songs (Warner Bros. Records 1981), so, too, negotiations and          __________          binding contracts readily can be confused.  The lyrics follow.          I.  BACKGROUND          I.  BACKGROUND                    Plaintiff-appellant    Crellin    Technologies,    Inc.          (Cretco), a Rhode Island corporation, sells, rents, services, and          provides  parts  for  lift trucks  and  other  materials handling          equipment.   In 1990, Crellin  suffered from a serious  cash flow          malady.  In order to  stanch the financial hemorrhaging caused by          steep monthly payments to institutional lenders, Richard Crellin,          Cretco's  chief executive officer and part owner, began exploring          various  options.   Crellin knew  that,  on occasion,  defendant-          appellee Equipmentlease Corporation (ELC),  a Massachusetts firm,          had  provided  financing  for   certain  of  Cretco's  customers.          Consequently, Crellin  sought to interest an  ELC representative,          Mark  Patterson, in  structuring a sale  and leaseback.1   Cretco          proposed to  sell its fleet of lift trucks  to ELC and then lease          back the  fleet, keeping the  equipment available for use  in the          ordinary course of  Cretco's business.   Cretco planned to  apply          some or  all of the  sale proceeds to pay  down its institutional          debt,  thereby easing  the  cash flow  crunch  and enhancing  the          prospect that its principal  lender, Old Stone Bank  (Old Stone),                                        ____________________               1Patterson, who worked out of ELC's Rhode Island office, was          a  friend  of  Richard Crellin's  brother,  Douglas  Crellin, and          previously had done business with Cretco.                                          2          would provide long-term financing on less onerous terms.                    After reviewing what it  thought were Cretco's complete          financial   statements,2   ELC  agreed   that   a  sale/leaseback          transaction might  prove  feasible.   In  November of  1990,  ELC          prepared  the   paperwork  that  it  needed  to  start  a  formal          commitment process.  But ELC's overtures went unrequited, for Old          Stone  had not  agreed to  release its  security interest  in the          fleet.  Thus, Cretco refused to sign ELC's documents.                    During  the period from November 1990 to February 1991,          Cretco and ELC  maintained an ongoing dialogue.   Although Cretco          now  portrays these communications  as reassurances that  ELC was          committed to a  sale and leaseback,  the trial court  supportably          found them to be mere expressions of a continuing mutual interest          directed toward finding agreeable terms on which to do a  deal of          some undetermined magnitude.                    In February  of 1991,  Cretco made its  peace with  Old          Stone and received the long-awaited  agreement for release of the          bank's security interest.  Cretco relayed the good news to ELC on          or about March  1, and requested a  meeting.  On March  11, 1991,          Richard Crellin  travelled  to  ELC's  Worcester  (Massachusetts)          office and signed papers prepared by ELC.   At the same time, ELC                                        ____________________               2When Cretco submitted financial data  to ELC in the fall of          1990,  it  omitted  certain relevant  segments  of  its financial          history  and  projections.    The  omitted  material  would  have          revealed both  a lower  net worth and  a decreased  likelihood of          future  profitability.  At  trial, the district  judge found that          this  omission  came  about  through  inadvertence,  not  through          intentional  misrepresentation.     Nevertheless,  the  financial          statements, as presented, were both misleading and incomplete.                                          3          executed   subordination  and   option  agreements   prepared  by          Cretco.3                    The  parties dispute  the legal  significance of  these          events.   In  one corner,  Cretco contends  that, in the  March 1          call, Richard  Crellin gave the  green light to  consummating the          sale/leaseback  contract  negotiated   between  the  parties   in          November  1990     and  that  he  reinforced  this  clearance  by          executing  the documents proffered  to him on  March 11.   In the          opposing corner, ELC contends that neither the March 1  telephone          conversation nor the  March 11 signing carried  any legal weight;          the call was purely informational and the documents were designed          merely to restart the formal commitment process for a new, albeit          resurrected,  sale  and  leaseback.    ELC  points out  that  the          proffered   papers  were  in  different  dollar  amounts  and  on          different terms than  the documents  prepared in  late 1990,  and          that, at any rate, it never signed them.                    The record is at sixes and sevens regarding the reasons          why ELC applied  the brakes.  Richard Crellin  testified that ELC          led him to believe that the documents would  be signed soon after          March 11, and Cretco viewed ELC's failure to do so as a breach of          contract.   ELC's witnesses  told a much  different story.   They          said ELC  informed  Richard Crellin  that,  in pursuance  of  its          customary practice, the document  package had to be submitted  to          ELC's  funding source,  BayBank, for  approval  before ELC  would                                        ____________________               3Unless and until a sale and leaseback transpired, these two          documents were meaningless;  neither of them had  any independent          force.                                          4          enter a  firm agreement.   According to these witnesses,  a final          set  of contract documents  ultimately would have  been generated          if, having  been assured  that funds  were available,  management          made a binding decision to do the deal.                    It  is undisputed that ELC approached BayBank to supply          the   needed  funds,  and   that  BayBank  turned   thumbs  down.          Thereafter,  ELC requested additional information from Cretco and          submitted a revised  request.  BayBank again refused  to open the          purse  strings,  reportedly  due  to  Cretco's  anemic  financial          status.  It was for this reason, then, that ELC decided not to go          forward with a sale and leaseback.                    To   make  a  tedious   tale  tolerably  terse,  Cretco          eventually invited  ELC to honor  what it perceived as  a binding          contract.  ELC declined  the invitation, saying that no  contract          ever existed.  Invoking diversity jurisdiction,  28 U.S.C.   1332          (1988), Cretco sued  ELC in the United States  District Court for          the District of  Rhode Island.  It charged,  inter alia, that ELC                                                       _____ ____          ignored a binding  obligation,4 dishonored  the implied  covenant          of  good  faith  and  fair   dealing  that  formed  part  of  the          contractual  relationship, and  violated  a Massachusetts  unfair          trade practices statute by deceptive dealing.                                        ____________________               4At various times, Cretco has argued either that a bilateral          contract underpinned  the breach of  contract count   ELC  made a          firm offer in  November of 1990 and Cretco accepted  the offer at          that time, subject  to a condition (the procuring  of Old Stone's          consent)  that   was  fulfilled   the  following   March      or,          alternately, that  ELC extended  a unilateral  offer, subject  to          Cretco's later acceptance.  Whichever way the scenario is viewed,          the upshot of the litigation remains unaffected.                                          5                    After  a bench  trial, the  district  judge found  that          appellant had not  proven any of its three claims.  On the breach          of contract  count, the judge  determined that there had  been no          mutuality of obligation and, therefore, no binding  contract.  In          this vein, he noted, inter alia, that Cretco had not purported to                               _____ ____          make a timely acceptance of ELC's  proposal; that, throughout the          negotiations,  Cretco endeavored to keep any agreement contingent          upon  its  ability  to  secure new  (and  more  manageable)  bank          financing; that  Cretco could  not  have sold  the fleet  without          first  obtaining  Old  Stone's  consent to  the  release  of  its          security interest    a consent that did not  materialize in 1990;          that, before litigation  became an option  of choice, Cretco  had          not viewed  the  November 1990  documents  as binding;  and  that          Cretco  had shopped  around in  the ensuing  months for  a better          interest rate.   The  judge found  that ELC,  too,  had kept  its          powder  dry,  for it  intended  all  along    though  it  had not          informed Cretco about  this contingency in the fall  of 1990   to          condition any sale and leaseback upon approval by its own funding          source.  Hence, since both parties believed the transaction to be          contingent upon other occurrences, controllable by them   Cretco,          for example,  did not have to  accede to Old Stone's  terms, and,          similarly, ELC  did not have  to accede to the  terms demanded by          its funding source   mutuality of obligation did not exist.                    In  a commendable effort  to cover the  waterfront, the          judge  identified  an  alternative  ground   for  dismissing  the          contract claim.  Even if one assumed, for argument's sake, that a                                          6          contract had  been formed  and that ELC  had broken  it, Cretco's          first  count  sought  only  compensatory  damages,  not  specific          performance, and  Cretco  had  not proven  that  it  suffered  or          sustained any recoverable damages.                    Cretco's other two counts  fared no better.  In  regard          to good faith and fair  dealing, the judge reasoned that, because          no enforceable contract  existed, there could be no  breach of an          implied covenant arising out of that non-contract.  As to chapter          93A, the judge found that the deceptive practices of which Cretco          complained, if they occurred at all,  did not occur in the course          of  trade or  commerce,  and, therefore,  did not  transgress the          cited statute.                    Cretco appeals.  We affirm.          II.  THE BREACH OF CONTRACT CLAIM          II.  THE BREACH OF CONTRACT CLAIM                    We divide our  discussion of this issue  into segments,          first addressing choice of law and then confronting the merits of          appellant's claim.                                  A.  Choice of Law.                                  A.  Choice of Law.                                      _____________                    It  is, of  course,  a  black-letter  rule  that  state          substantive law  must be  applied by a  federal court  sitting in          diversity jurisdiction.  See Erie  R.R. Co. v. Tompkins, 304 U.S.                                   ___ ______________    ________          64, 78 (1938).  In determining what state law pertains, the court          must employ the choice-of-law framework of the forum state, here,          Rhode Island.  See Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S.                         ___ __________    ______________________          487, 491 (1941);  Putnam Resources v. Pateman, 958  F.2d 448, 464                            ________________    _______          (1st Cir.  1992).  Choice-of-law  judgments are legal  in nature,                                          7          and  courts  of  appeals exercise  plenary  oversight  in respect          thereto.   See Soo Line  R.R. Co. v.  Overton, 992 F.2d  640, 643                     ___ __________________     _______          (7th  Cir.  1993); Waggoner  v.  Snow, Becker,  Kroll,  Klaris, &                             ________      ________________________________          Krauss,  991 F.2d 1501,  1505 (9th Cir.  1993); Putnam Resources,          ______                                          ________________          958 F.2d at  466.   Consequently, a  de novo  standard of  review                                               __ ____          obtains.5                     1.    The Local  Landscape.    Rhode  Island law  anent                    1.    The Local  Landscape.                          ____________________          contract  conflict-of-law  principles  is sparse  and  leaves the          proper  choice-of-law   test  for  contract  cases   shrouded  in          uncertainty.  In  1969, Rhode Island's highest court  made use of          the lex  loci contractus doctrine  in such a context.   See Union              ___  ____ __________                                ___ _____          Sav. Bank v. DeMarco, 254 A.2d 81, 83 (R.I. 1969) (holding a loan          _________    _______          granted  in Massachusetts to be a Massachusetts contract governed          by Massachusetts law).   Three years later the  court, when asked          to endorse  the neoteric  interest-weighing approach to  contract          conflict  issues as enunciated in the Restatement (Second) of the          Conflict  of  Laws     188  (1971)  (hereinafter  "Restatement"),          expressly declined to choose between  the new and the old choice-          of-law rules.  See A.C. Beals Co. v. Rhode Island Hosp., 292 A.2d                         ___ ______________    __________________          865, 871 n.5 (R.I. 1972).  Two subsequent Rhode Island cases that          touch upon the  question transmit mixed signals.   In Matarese v.                                                                ________          Calise, 305  A.2d 112 (R.I.  1973), a case  calling for  a choice          ______          between local law and the  law of a foreign sovereign,  the court          cited with approval a statement favoring resort to the law of the                                        ____________________               5In this case  the district court,  while leaving spoor  for          the cognoscenti, made no explicit  choice of law.  We, therefore,          write on a pristine page.                                          8          place  of  contracting.   See  id.  at  118 n.4  (dictum;  citing                                    ___  ___          Annotation, 72 A.L.R. 250 (1931)).   Two decades later, the court          indicated a preference  for an interest-weighing analysis.6   See                                                                        ___          Gordon v. Clifford Metal Sales Co., 602 A.2d 535, 539 (R.I. 1992)          ______    ________________________          (dictum; implying  approval of rule enunciated in Restatement   6          for choice of law involving "a simple contracts issue governed by          general contract principles").                    Federal district  courts sitting  in Rhode Island  have          spoken  to the issue in  differing tones.   Some have invoked the          law  of  the  place of  contracting,  see,  e.g., Everett/Charles                                                ___   ____  _______________          Contact Prods.,  Inc. v.  Gentec, S.A.R.L., 692  F. Supp.  83, 89          _____________________     ________________          (D.R.I. 1988); SW Indus.,  Inc. v. Aetna Cas. & Sur.  Co., 653 F.                         ________________    ______________________          Supp. 631, 639 (D.R.I. 1987), and some have invoked the interest-          weighing  test, see, e.g., Marshall Contractors, Inc. v. Peerless                          ___  ____  __________________________    ________          Ins. Co., 827 F.  Supp. 91, 94 (D.R.I. 1993); Albany  Ins. Co. v.          ________                                      ________________          Wisniewski, 579 F. Supp. 1004, 1013 (D.R.I. 1984).          __________                    2.   Discussion.  We  need not attempt to  resolve this                    2.   Discussion.                         __________          impasse by venturing  an informed prophecy as to  which test will          emerge   triumphant  in   the  Rhode   Island   courts.     Here,          providentially,  Rhode  Island  law  must  prevail  under  either          choice-of-law format.                    For  purposes of the older "place of contracting" test,          the  Rhode  Island Supreme  Court  has  held  that the  place  of                                        ____________________               6Courts  and  commentators   use  a   variety  of   compound          adjectives, such as "interest-weighing" and "locus-of-interests,"          to describe the  more modern approach.  For ease in reference, we          employ the term "interest-weighing."                                          9          contracting  is the  place in which  the last act  that forms the          contract is performed.  See Tim Hennigan Co. v. Anthony A. Nunes,                                  ___ ________________    _________________          Inc., 437 A.2d  1355, 1357 (R.I.  1981); A.C. Beals, 292  A.2d at          ____                                     __________          870-71.  Counsel  for Cretco maintained at oral  argument in this          court that  the contract  solidified on or  about March  1, 1991,          when  Richard Crellin  telephoned ELC  to relay  the news  of Old          Stone's  agreement  to  release  its  security  interest.    This          telephone call originated in Rhode Island.  Thus, even though ELC          received  the call  in Massachusetts, the  final act  of contract          formation took  place in Rhode Island.  The  rule is that, when a          contract  is cinched  in  the course  of an  interstate telephone          call, the contract will be deemed to  have been made in the state          where the decisive words were spoken.   See, e.g., Perry v. Mount                                                  ___  ____  _____    _____          Hope Iron Co., 5 A. 632,  633 (R.I. 1886) (holding that an  offer          _____________          accepted by telegraph will  be deemed accepted where  telegram is          sent, not where  it is received); see  also John E. Murray,  Jr.,                                            ___  ____          Murray  on Contracts    47G,  at  152 (3d  ed. 1990)  (explaining          ____________________          proper rule  for acceptance of offer by  telephone; where parties          are at a distance, "acceptance  will have occurred where and when          the acceptance was spoken  or sent").  Hence, under  the place of          contracting  rule,  Rhode Island  law  applies to  the  breach of          contract count.                    The functional  interest-weighing approach  to conflict          analysis  for  contract  issues yields  the  same  result.   This          approach  requires a court  to take cognizance  of overall policy          goals  even as  it  evaluates the  significance  of the  parties'                                          10          contacts  with various  jurisdictions  and  their  conduct  as  a          contract  is   negotiated,  consummated,  and  performed.     See                                                                        ___          Restatement     6,  188.   On  the policy  side, the  Restatement          suggests that a  court inquiring into choice of  law consider (1)          the needs of the interstate  system; (2) relevant policies of the          forum; (3) policies of  other affected states and  their interest          in the outcome of the  litigation; (4) protection of the parties'          justified expectations;  (5)  uniformity  and  predictability  of          results;  and  (6)  ease in  determining  and  applying different          bodies  of   law,  see  id.      6.    This  panoply   of  policy                             ___  ___          considerations is to be assessed against a more traditional, more          concrete backdrop comprised  of (1) the place of contracting; (2)          the situs of negotiations; (3)  the place of performance; (4) the          location, if any,  of the contract's subject matter;  and (5) the          business  locations and  states  of  incorporation  of  corporate          parties, see id.   188.7                   ___ ___                    Under   an   interest-weighing   analysis,  appellant's                                        ____________________               7Choice of law in a contract case requires a court to make a          threshold determination as  to the efficacy of  any choice-of-law          provision  that  the parties  may have  included in  the contract          documents.  Here, the  draft lease submitted by ELC  to Cretco in          November  1990   contained  a  provision  for   construction  and          enforcement  according to Massachusetts  law.  We  disregard this          provision  for three  reasons.   First, Cretco  never signed  the          document in question, and the provision did not reappear in later          documents.   Second,  neither party  mentioned  the provision  in          appellate  briefs nor  argued  that it  should  be given  effect.          Third, while  section 187  of the  Restatement indicates  that an          effective  choice-of-law   provision  in   a  contract   document          generally  should be respected, that rule  "is applicable only in          situations where  it is  established to the  satisfaction of  the          forum that the parties  have chosen the state [to  be the source]          of the applicable law."  Restatement    187, cmt. a.  This is not          such a case.                                          11          contract claim  is governed  by Rhode  Island law.   Cretco is  a          Rhode  Island   corporation.     ELC,  albeit   headquartered  in          Massachusetts, maintains  an office in Providence,  Rhode Island.          Cretco   initiated   and   continued  negotiations   with   ELC's          representative,  Mark   Patterson,  in  Providence.8     Although          performance  of the sought-after contract would have overspread a          wide geographic area, the cash infusion generated by the sale and          leaseback was to have taken place in Rhode Island and was to have          been used in  large part to  retire debt owed  to a Rhode  Island          lender.  The fleet would continue to be based in Rhode Island and          to be monitored by Cretco's Rhode Island headquarters.                    In  addition,  an  application  of  Rhode   Island  law          furthers  the general principles  and policy goals  limned in the          Restatement.   Rhode  Island  is  the  forum state.    It  has  a          legitimate stake in the outcome of the suit:  Cretco is domiciled          in Rhode Island  and its  economic viability  is at  risk.   This          interest clearly  outweighs Massachusetts'  interest in  the suit          (which  is limited  to  the  impact  of one  soured  relationship          between an  in-state defendant and  one of its  many out-of-state          clients).   The  combination  of  appellant's  home  base,  ELC's          presence  in  Rhode  Island, and  the  incidence  of negotiations          involving  a Rhode Island  representative of ELC  should have led          thoughtful parties to expect  that Rhode Island law would  govern          their dealings.   Last, the law of the forum,  other things being                                        ____________________               8After the  initial discussions,  negotiations continued  in          Rhode Island, Massachusetts, and Connecticut.                                          12          equal, is ordinarily to be  preferred; Rhode Island's is the most          natural,  and, therefore, the easiest law  for the district court          to apply.   We think it follows that,  under an interest-weighing          analysis,   the   substantive  law   of  Rhode   Island  controls          appellant's contract claim.                    To recapitulate, regardless whether lex loci contractus                                                        ___ ____ __________          or an interest-weighing  approach prevails, a Rhode  Island court          would  apply Rhode Island substantive law to appellant's contract          claim.   Thus,  the  federal  district  court, sitting  in  Rhode          Island,  was obliged to  do the same.   In turn,  this court must          also  utilize Rhode  Island  law    and  we  must do  so  without          deference to the district court's  construction of that law.  See                                                                        ___          Salve Regina Coll. v. Russell, 111 S. Ct. 1217, 1221 (1991).          __________________    _______                                   B.  The Merits.                                   B.  The Merits.                                       __________                    The  district judge, sitting without a jury, found that          the end product of the negotiations between Cretco and ELC lacked          mutuality of obligation,  and, consequently, did not  achieve the          status of  a contract.  Appellant polemicizes  the court's ruling          that  no  enforceable  contract  existed  between   the  parties,          claiming  that the court grossly undervalued the evidence showing          that  ELC actively demonstrated  its continuing interest  in, and          commitment to, a sale and leaseback.                    1.  Standard  of Review.  When  a case is tried  to the                    1.  Standard  of Review.                        ___________________          bench,  we  review  the  trial  court's  findings  of  fact  with          considerable  solicitude,  disturbing  those  findings  only  for          mistake of law  or clear error.  See Cumpiano v. Banco Santander,                                           ___ ________    _______________                                          13          902 F.2d 148, 152 (1st  Cir. 1990); Reliance Steel Prods.  Co. v.                                              __________________________          National Fire  Ins. Co., 880 F.2d  575, 576 (1st Cir.  1989); see          _______________________                                       ___          also Fed. R.  Civ. P. 52(a).   To be  sure, appellant strives  to          ____          blunt the  force of  this rule by  pointing out that  mistakes of          state law are subject to  plenary review, see Salve Regina Coll.,                                                    ___ __________________          111 S. Ct.  at 1221, and  then dressing quintessentially  factual          matters in the  garb of  "legal error."   But factual issues  are          demonstrably different than legal issues,  and no amount of slick          costumery can transform the one into the other.                    We have consistently held that, so long as the evidence          does not point unerringly in a single direction but is capable of          supporting conflicting  inferences,  the question  of  whether  a          contract has  been formed  between two parties  is a  question of          fact  to be  determined by  the factfinder.   See,  e.g., Bushkin                                                        ___   ____  _______          Assocs., Inc. v. Raytheon Co., 815  F.2d 142, 145, 151 (1st  Cir.          _____________    ____________          1987); Chedd-Angier  Prod. Co.  v. Omni Pub'ns  Int'l, Ltd.,  756                 _______________________     ________________________          F.2d  930,  935 (1st  Cir.  1985).   Here,  appellant's  argument          centers around the issue of contract formation and questions  the          district court's findings  anent mutuality of obligation.   These          questions  are appropriately  classified  as questions  of  fact,          subject  to clear-error review.   Within this paradigm, a finding          concerning a  party's intent  to contract is  a finding  of fact.          See Gel  Systems, Inc. v. Hyundai  Eng'g & Constr.  Co., 902 F.2d          ___ __________________    _____________________________          1024, 1027 (1st Cir. 1990); Reliance Steel, 880 F.2d at 576.                                      ______________                    In  reaching  this   conclusion,  we  expressly  reject          appellant's asseveration that  the issue of mutuality  demands de                                                                         __                                          14          novo review  simply because it  involves a mixed question  of law          ____          and fact.   While such an issue does present  a "mixed" question,          mixed questions, to  the extent that they are fact-dominated, are          subject to  clear-error review,  not de novo  review.  See  In re                                               __ ____           ___  _____          Howard, 996 F.2d 1320, 1328 (1st Cir. 1993); Roland M. v. Concord          ______                                       _________    _______          Sch. Comm., 910 F.2d 983, 990 (1st Cir. 1990), cert. denied,  499          __________                                     _____ ______          U.S. 912 (1991).   Therefore, unless appellant can  show that the          district court  incorrectly applied  a legal  rule or  standard            and, here, no such mistake of law looms   the court's findings in          regard  to mutuality  must  be upheld  so long  as  they are  not          clearly erroneous.  See Roland M., 910 F.2d at 990; Thrifty Rent-                              ___ _________                   _____________          A-Car Sys.,  Inc. v.  Thrift Cars, Inc.,  831 F.2d  1177, 1181-82          _________________     _________________          (1st Cir. 1987); RCI Northeast  Servs. Div. v. Boston Edison Co.,                           __________________________    _________________          822 F.2d 199, 202 (1st Cir. 1987).                    2.     Mutuality  of  Obligation.    The  law  requires                    2.     Mutuality  of  Obligation.                           _________________________          mutuality  of obligation as a prerequisite to a binding bilateral          contract.  See  B & D Appraisals v.  Gaudette Mach. Movers, Inc.,                     ___  ________________     ___________________________          733 F. Supp. 505, 507 (D.R.I. 1990); Law v. Law Trucking Co., 488                                               ___    ________________          A.2d 1225,  1228 (R.I.  1985); see generally  1 Richard  A. Lord,                                         ___ _________          Williston  on Contracts     1:17, at  44  (4th ed.  1990).   This          _______________________          mutuality can be evidenced by an exchange of promises.  See B & D                                                                  ___ _____          Appraisals, 733  F. Supp. at  508; Judd Realty, Inc.  v. Tedesco,          __________                         _________________     _______          400 A.2d 952, 956 (R.I. 1979); see generally Murray on Contracts,                                         ___ _________ ___________________          supra,   65, at 269 n.48.          _____                    Appellant argues that this benchmark has been achieved.          It seems to be saying that  the documents submitted to it by  ELC                                          15          in 1990 embodied an offer,  duly accepted by a return  promise at          the time, subject, however, to a contingency (Old Stone's consent          to  releasing its  security interest);  and that  removal  of the          contingency took place on or  about March 1, 1991, when appellant          informed  ELC of  Old Stone's  acquiescence.9  But  this scenario          overlooks   or, at least, impermissibly  discounts   the district          court's factfinding.                    To show mutuality of obligation, both parties must have          been legally  bound through  the making  of reciprocal  promises.          Here, the  court thought  that both ELC  and Cretco  intended any          agreement to be  tentative, ergo, nonbinding, until  other things          happened.   As to ELC, the court found that it intended agreement          to await  approval by one  of its  funding sources    an approval          that never materialized.  This finding is amply supported.  After          all, ELC  never signed  the documents it  proffered to  Cretco in          1990.  The next spring, ELC declined to sign the new set of lease          documents.   At that  time, ELC asked  for, and  Cretco supplied,          additional  financial  information   for  the  sole  purpose   of          attempting  to  convince  BayBank,  an  ELC  funding  source,  to          underwrite the  transaction.  The  record is  barren of  evidence          that ELC received  a funding commitment at any time.   The record          is similarly barren of evidence  that ELC did major deals without          outside  funding.    These facts  strongly  support  the district                                        ____________________               9From time  to  time,  appellant  shifts gears.    On  those          occasions, it seems to be  saying that ELC's offer was unilateral          and remained open  until March 1,  1991, when appellant  accepted          the arrangement.   We  cover this  possibility in  Part II(B)(3),          infra.          _____                                          16          court's finding  that ELC did  not intend to bind  itself through          the submission of preliminary transactional paperwork in 1990.                    As to Cretco,  the court concluded that it, too, lacked          the requisite intent to be  bound.  From its standpoint, entering          into  a binding  contract had  to  await two  developments:   the          extraction  of a  piece of  paper  from Old  Stone and,  in Judge          Torres's  words,  the  obtaining of  "satisfactory  supplementary          financing."  We  believe that the court's  subsidiary findings on          these  points  are sustainable;  indeed,  it was  for  these very          reasons that Cretco refused to  execute the documents tendered to          it in 1990.                    In an  effort  to undermine  the court's  determination          that it  was not bound,  appellant argues that its  acceptance of          the November offer required it to  do its utmost to gain the  Old          Stone release.  This  argument will not wash.  For  one thing, it          glosses  over the parallel, equally lethal finding that appellant          viewed any relationship  with ELC as subject to  the obtaining of          supplementary financing (in  amounts, and on terms,  satisfactory          to appellant).   For another  thing, both parties to  a bilateral          contract  must have  made  more than  illusory  promises for  the          agreement  to be  binding.   See  John D.  Calamari  & Joseph  M.                                       ___          Perillo, Contracts    4-17, at 160 (2d ed.  1977).  It is settled                   _________          law that, when the promised  act is conditional on the occurrence          of a future event within the control of the promisor, the promise          is illusory.   See Vickers Antone  v. Vickers, 610 A.2d  120, 123                         ___ ______________     _______          (R.I. 1992);  see also Calamari  & Perillo, Contracts    4-17, at                        ___ ____                      _________                                          17          160.  We see nothing in the 1990 "Equipment Lease Agreement" that          would  indicate that  appellant  bound itself  to have  Old Stone          release  its  security interest  in  the  fleet  or to  make  any          particular efforts  in this  regard.  Moreover,  even if  such an          obligation can somehow be implied out of thin air   and we do not          think it can be   the documents certainly impose no time limit on          when  appellant would  have to  bring about  this event,  or what          concessions it would have to endure.  Therefore, the procuring of          Old  Stone's   release,  like  the  obtaining   of  supplementary          financing, was in appellant's unbridled discretion.  At the most,          then, appellant gave ELC a mirage of a promise.                    We  add  that  appellant's  actions  belie its  current          contention  that the parties  were bound in  1990 and thereafter.          During  the critical period,  appellant tried valiantly  to forge          arrangements with  other lending institutions   arrangements that          would have left ELC  out in the cold.  Richard  Crellin testified          that, as late as  February of 1991,  he approached Fleet Bank  to          see if it would  "offer a more attractive deal."   He admitted on          cross-examination  that he would have looked favorably upon Fleet          replacing both ELC and  Old Stone in Cretco's plans  had an offer          been  forthcoming  on comely  terms.10   Thus,  despite  the fact          that  appellant  claims  it was  only  scouting  out supplemental          financing,  the  evidence  is adequate  to  warrant  the district                                        ____________________               10Mark  Patterson testified that  in early 1991  he believed          Cretco  was  "shopping  around" for  better  financing  terms and          biding its time  in anticipation of  a lower prime  rate.  It  is          obvious from  this and other  evidence that ELC knew  of Cretco's          ongoing forays into the financial markets.                                          18          court's contrary finding  that appellant continued to  seek other          financing options as a surrogate for, rather than as a supplement          to, an  alliance with  ELC.   When, as  in this  case, the  proof          supports more than one plausible view of the relevant events, and          the  district  court  chooses one  such  view  over  another, the          court's choice cannot be clearly erroneous.  See Anderson v. City                                                       ___ ________    ____          of  Bessemer City, 470 U.S. 564, 574  (1985); Dedham Water Co. v.          _________________                             ________________          Cumberland Farms Dairy, Inc., 972 F.2d 453, 457 (1st Cir. 1992).          ____________________________                    This finding  is significant.   Although  appellant may          have exercised good business sense  when it shopped the financial          markets  for better  terms in  the winter  of 1990-91,  it cannot          plausibly  claim  that   ELC  was  bound   although  it  had   no          corresponding  obligation.  Given, especially, three things   the          discretionary nature of  appellant's "obligation" to  procure the          Old Stone  release and  the needed  supplementary financing,  its          concession that, in and after  November of 1990, it believed that          "if  it  had  wanted  to,  it  could  have  gone  elsewhere"  for          financing,11  and the  evidence  that  it  acted on  this  stated          belief   we do not  perceive clear error in the district  court's          finding that no obligation inured on Cretco's part.                                        ____________________               11Appellant's  counsel  made  the  quoted statement  to  the          district court in  final argument.  Appellant,  therefore, cannot          disclaim the  statement on appeal.   See, e.g., United  States v.                                               ___  ____  ______________          Dietz, 950 F.2d 50, 55  (1st Cir. 1991) (explaining that  a party          _____          who,  in hindsight, finds  dissatisfaction with the  arguments he          advanced in the  district court "cannot switch  horses mid-stream          in hopes of locating a swifter steed"); see also Patriot Cinemas,                                                  ___ ____ ________________          Inc. v.  General Cinema Corp., 834 F.2d  208, 214 (1st Cir. 1987)          ____     ____________________          (stating that when a litigant "asserts inconsistent statements of          fact"  at  different  junctures in  litigation,  the  doctrine of          "judicial estoppel" prevents unfair advantage).                                          19                    To sum up,  the trial court found that  neither ELC nor                                                            _______          Cretco undertook a binding obligation  to the other.  Either half          of this disjunctive finding is sufficient to warrant judgment for          the defendant on the breach of  contract count.  Both halves  are          sustainable.   Hence, the court's  ultimate conclusion    that no          enforceable contract  existed because no  mutuality of obligation          existed   is unimpugnable.12                    3.   Unilateral Offer.   Before  leaving the  breach of                    3.   Unilateral Offer.                         ________________          contract  claim, we close one last door.  Were we to characterize          the  initial  document  submission  as a  unilateral  offer     a          characterization  that  appellant,   for  the   most  part,   has          assiduously resisted   appellant's lot would not be improved.  As          the district court observed, the documents that  ELC delivered in          November 1990 did  not specify a time within  which appellant had          to accept  any offer they  might have contained.   It, therefore,          would have had  a reasonable time within  which to do so,  for an          offer that does not contain  a deadline for acceptance will lapse          after a reasonable  time if  it is not  accepted.  See  Mathewson                                                             ___  _________          Corp. v. Allied Marine Indus., Inc., 827 F.2d  850, 853 (1st Cir.          _____    __________________________          1987) ("It is hornbook law  that an offeree's power of acceptance                                        ____________________               12Even if Massachusetts  law supplies the rule  of decision,          the  result  remains  the  same.    Massachusetts  also  requires          mutuality of obligation  as a prerequisite to the  formation of a          binding contract.   See,  e.g., Graphic  Arts Finishers,  Inc. v.                              ___   ____  ______________________________          Boston Redev.  Auth., 255 N.E.2d  793, 796 (Mass. 1970);  Gill v.          ____________________                                      ____          Richmond Co-op  Ass'n, 34 N.E.2d  509, 513-14  (Mass. 1941);  see          _____________________                                         ___          also  Eliopoulos  v. Makros,  77  N.E.2d  777,  779 (Mass.  1948)          ____  __________     ______          (stating  that mutuality of obligation  is required for a binding          contract, although the parties' obligations  need not be of equal          value).                                          20          vanishes at the time specified  in the offer, and if  no deadline          is  prescribed, 'at  the  end of  a reasonable  time.'") (quoting          Restatement  (Second)  of  Contracts    41(1)  (1979));  see also                                                                   ___ ____          Minneapolis &  St. Louis Ry.  v. Columbus Rolling Mill,  119 U.S.          ____________________________     _____________________          149, 151  (1886); Thermo Electron Corp. v. Schiavone Constr. Co.,                            _____________________    _____________________          958 F.2d 1158,  1164 (1st  Cir. 1992).   What amount  of time  is          reasonable within the context of  a particular case is "a classic          example  of a decision  that the law leaves  to a district court,          not  to this  court, to  decide."  Thermo  Electron, 958  F.2d at                                             ________________          1166; see also Murray on Contracts, supra,   41C, at 102.                ___ ____ ___________________  _____                    Appellant concedes that,  generally, four months is  an          unreasonably long  time for a financing offer to remain open.  We          agree  with the  district  court  that, in  a  period of  rapidly          fluctuating interest rates and with no extenuating circumstances,          this case falls comfortably within the  sweep of that generality.          Because  it would have been thoroughly unreasonable for appellant          to believe  that a sale/leaseback  proposal made in  November and          not then accepted  would linger on the table  until the following          March,  a "unilateral  offer" theory  leads down  a blind  alley.          And, moreover,  we discern  no clear error  in the  trial court's          rejection  of appellant's claim that the "offer" was periodically          refreshed  by what  appellant    but  not the  court    viewed as          continuing reassurances.          III.  THE IMPLIED COVENANT CLAIM          III.  THE IMPLIED COVENANT CLAIM                    Appellant  next  claims that  ELC  breached  an implied          covenant  of good  faith  and  fair dealing  when  it refused  to                                          21          proceed with the alleged contract,  and, adding insult to injury,          gave apocryphal  reasons for  its refusal to  perform.   When, as          now, a duty  of good faith and  fair dealing is alleged  to arise          from a contractual relationship, a  claim for breach of that duty          sounds in contract rather  than in tort.  See Bertrand  v. Quincy                                                    ___ ________     ______          Market Cold Storage & Warehouse Co., 728 F.2d 568, 571 (1st  Cir.          ___________________________________          1984).   This,  in  turn,  dictates  choice of  law:    the  same          substantive law that governs the  contract claim also governs the          implied covenant claim.                    In  this instance,  then,  Rhode  Island law  controls.          Rhode Island recognizes that virtually every contract contains an          implied  covenant  of good  faith  and fair  dealing  between the          parties.  See  A.A.A. Pool Serv. &  Supply, Inc. v. Aetna  Cas. &                    ___  _________________________________    _____________          Sur. Co., 395  A.2d 724, 725 (R.I. 1978); Ide Farm & Stable, Inc.          ________                                  _______________________          v. Cardi,  297 A.2d  643, 645 (R.I.  1972); see also  Fleet Nat'l             _____                                    ___ ____  ___________          Bank v. Liuzzo,  766 F.  Supp. 61,  67 (D.R.I.  1991); Landry  v.          ____    ______                                         ______          Farmer, 564 F. Supp. 598, 611 (D.R.I. 1983).  Because the implied          ______          covenant  exists "so  that  the  contractual  objectives  may  be          achieved," Ide Farm, 297 A.2d at 645, it necessarily follows that                     ________          where  there  is  no  contract,  there  is  no  duty.    In  such          circumstances, there is  nothing from which  the covenant can  be          implied.   Or,  phrased differently,  the  law does  not  require          persons to  act in particular  ways in order to  achieve illusory          contractual objectives.                    On this  basis, the  covenant is  left without  visible          means of  support, and no claim for a breach of it will lie.  See                                                                        ___                                          22          Jordan-Milton Mach., Inc v. F/V Teresa Marie, II, 978 F.2d 32, 36          ________________________    ____________________          (1st Cir. 1992);  cf. Gleason v. Merchants Mut. Ins.  Co., 589 F.                            ___ _______    ________________________          Supp.  1474, 1477  (D.R.I.  1984)  (applying  same  principle  in          insurance context).          IV.  THE UNFAIR TRADE PRACTICES CLAIM          IV.  THE UNFAIR TRADE PRACTICES CLAIM                    We come, finally, to appellant's unfair trade practices          claim.   This claim invokes a Massachusetts statute that provides          in relevant part:                         [A]ny person who engages  in the conduct                    of  any trade or commerce and who suffers any                    loss of money or  property, real or personal,                    as  a  result  of the  use  or  employment by                    another person who  engages in  any trade  or                    commerce of  an unfair method  of competition                    or an unfair or deceptive act or practice . .                    . may,  as  hereinafter  provided,  bring  an                    action . . . for damages . . . .          Mass. Gen. L.  ch. 93A,   11 (1984).  The district court, without          making  an  explicit choice-of-law  determination,  dismissed the          claim on the ground that the interdicted conduct did not occur in          trade or commerce.                    Appellant's chapter 93A  claim is  really two  separate          but related  claims.   We  deal with  them seriatim.   The  first                                                     ________          initiative fails to state  a cause of action even  if chapter 93A          applies,  and we  dispose  of it  on that  basis.13   The  second          initiative is a horse of a different hue; if chapter 93A applies,          it arguably states  a claim.  Consequently, we  treat the choice-          of-law   question    that   necessarily    precedes   substantive                                        ____________________               13Thus, we make no choice-of-law determination as to whether          the substantive law  of Massachusetts would apply  to the conduct          underlying this first initiative.                                          23          consideration of this initiative.                     A.  The First Half of the Chapter 93A Claim.                     A.  The First Half of the Chapter 93A Claim.                         _______________________________________                    Appellant's initial charge    that ELC, by  blaming the          collapse of the deal on  Cretco's financial plight rather than on          its own  empty coffers, misrepresented its reason for refusing to          proceed  with  the sale  and  leaseback     need not  detain  us.          Although Judge Torres  found that ELC had not  informed appellant          that  its  participation  in  the   deal  would  hinge  upon  the          availability of  funding, there is no credible  evidence that ELC          ever made express representations to the contrary.  Thus, even if          we assume the truth of the charge, no reasonable factfinder could          conclude  that ELC's  conduct in  this respect  descended  to the          level  of rascality required  for a successful  chapter 93A suit.          See, e.g.,  Gooley v. Mobil Oil Corp.,  851 F.2d 513, 515-16 (1st          ___  ____   ______    _______________          Cir. 1988) (explaining that, "[i]n Massachusetts, the litmus test          for  transgression of chapter  93A involves behavior  which falls          within  `the  penumbra of  some  .  .  . established  concept  of          unfairness'") (quoting Massachusetts cases); Levings  v. Forbes &                                                       _______     ________          Wallace,  Inc.,  396  N.E.2d  149,  153  (Mass.  App.  Ct.  1979)          ______________          (explaining  that "objectionable conduct  must attain a  level of          rascality that  would raise an  eyebrow of someone inured  to the          rough and tumble of the world of commerce" in order to  support a          chapter 93A action); see also Maruho Co. v. Miles, Inc., ___ F.3d                               ___ ____ __________    ___________          ___, ___  (1st Cir. 1993) [No.  93-1385, slip op. at  11]; Quaker                                                                     ______          State Oil Refining Corp. v. Garrity Oil Co., 884 F.2d  1510, 1513          ________________________    _______________          (1st Cir. 1989); Whitinsville Plaza,  Inc. v. Kotseas, 390 N.E.2d                           _________________________    _______                                          24          243,  251 (Mass.  1979); Rex Lumber  Co. v. Acton  Block Co., 562                                   _______________    ________________          N.E.2d  845, 850  (Mass. App.  Ct. 1990).   Whether  or not  full          disclosure  during  arm's-length  business  negotiations is  more          likely the exception than the  rule, a failure fully to disclose,          standing  alone, while sometimes  actionable in  tort, ordinarily          will not transgress chapter 93A.  So it is here.                    B.  The Second Half of the Chapter 93A Claim.                    B.  The Second Half of the Chapter 93A Claim.                        ________________________________________                    The  second basis for the appellant's chapter 93A claim          arguably consists of  sterner stuff.  During  pretrial discovery,          ELC produced a handwritten credit decision memorandum (CDM) dated          November 2,  1990.  Attached  to the CDM  was a  note purportedly          written to Mark Patterson, advising him that the handwritten memo          superseded  a typed  CDM of  the  same vintage.   The  difference          between the two  memoranda is of  import.  The  typed CDM  stated          that  the  sale   and  leaseback  had   been  approved.14     The          handwritten  version,  however,  conditioned the  approval  on  a          thoroughgoing  review  of  appellant's  financial  status  and  a          favorable reaction by  an ELC  funding source.   By the time  the          case  reached trial, appellant  had integrated ELC's gamesmanship          during  discovery  with  its  other  purported  peccadilloes, and          charged  that the handwritten CDM  was a fake, manufactured after          the fact in order to lay the groundwork for ELC's defense.                    Even if we assume, arguendo, that the described conduct                                       ________                                        ____________________               14Although ELC did not produce the typed version in pretrial          discovery, appellant  knew of  its existence  through viewing  an          informal file that  Patterson kept at home.   At trial, Patterson          testified that  he had never  seen either the handwritten  CDM or          the accompanying note.                                          25          might infract chapter  93A, see generally Quaker  State, 884 F.2d                                      ___ _________ _____________          at  1513-14 (discussing when tactics in,  and related to, ongoing          litigation   may  prove   actionable  under   chapter  93A),   we          nevertheless   must  pause   at   the  choice-of-law   threshold.          Recognizing that a  defendant in a contract case  governed by one          state's  law  nonetheless may  be  subject to  the  provisions of          another  state's  unfair  trade  practices  statute,  see,  e.g.,                                                                ___   ____          Computer Sys. Eng'g, Inc. v. Qantel Corp., 740 F.2d 59, 64 nn.6,7          _________________________    ____________          (1st  Cir. 1984),  that  result  will obtain  only  if the  forum          state's   choice-of-law  rules  so   dictate,  see  id.   at  70.                                                         ___  ___          Considering  this possibility brings  into play the  principle of          depecage,  which we have described  as "the framework under which          different issues in a single case . . . may be  decided according          to the substantive law  of different states."  Putnam  Resources,                                                         _________________          958 F.2d at 465.                    For  choice-of-law   purposes,  we   treat  appellant's          chapter 93A initiative  as a species of tort claim.  At least one          federal  court  has  made  the across-the-board  assessment  that          chapter 93A claims "should be treated uniformly, rather than on a          case-by-case basis,  in the same  way as tort claims."   Computer                                                                   ________          Sys. Eng'g,  Inc. v. Qantel  Corp., 571  F. Supp. 1365,  1371 (D.          _________________    _____________          Mass. 1983), aff'd, 740 F.2d 59 (1st  Cir. 1984).  We need not go                       _____          so far.  We hold that,  at minimum, when a chapter 93A claim  and          the requested  remedy are  highly analogous to  a tort  claim and          remedy, the chapter 93A claim should be considered as a  tort for          choice-of-law purposes.  See id.  at 1370-71; see also Michael C.                                   ___ ___              ___ ____                                          26          Gilleran,  The Law  of Chapter  93A    12:8,  at 413  (1989); cf.                     ________________________                           ___          Northeast Data Sys., Inc. v. McDonnell Douglas Computer Sys. Co.,          _________________________    ___________________________________          986 F.2d 607,  609 (1st Cir.  1993) (holding that  a chapter  93A          claim may trigger  a contractual conflicts  analysis  where it is          essentially an "embroidered" contract claim).                    In  applying these  principles, we  focus  only on  the          arguably actionable conduct, i.e., appellant's second chapter 93A                                       ____          initiative.15   In that  initiative, appellant  claimed that  ELC          manufactured   evidence   in   an    attempt   to   justify   its          nonperformance.   This charge  resembles the  tort of  fraudulent          misrepresentation.  Similarly,  appellant asked  for a  tort-like          remedy (multiple damages and attorneys' fees).  Thus, we consider          this  species of  chapter 93A  claim  as falling  under the  tort          rubric for purposes of our choice-of-law assessment.                    In tort cases,  Rhode Island uses a  multipart analysis          to determine  which  of  two  states  has  the  more  significant          interest in  the resolution of  the issue presented in  the case.          See Pardey v. Boulevard Billiard  Club, Inc., 518 A.2d 1349, 1351          ___ ______    ______________________________          (R.I.  1986); accord Brown  v. Church of the  Holy Name of Jesus,                        ______ _____     _________________________________          252 A.2d 176, 178 (R.I. 1969); Woodward v. Stewart, 243 A.2d 917,                                         ________    _______          923 (R.I.),  cert. dism'd, 393  U.S. 957 (1968); see  also Putnam                       _____ ______                        ___  ____ ______          Resources, 958 F.2d at 464; Fashion House, Inc. v.  K Mart Corp.,          _________                   ___________________     ____________          892 F.2d  1076, 1092 (1st Cir.  1989); Montaup Elec.  Co. v. Ohio                                                 __________________    ____                                        ____________________               15We  express no opinion  as to what  choice-of-law analysis          might have applied  to appellant's first chapter  93A initiative,          or  how the  conflicts  issue  would have  played  out, for  such          matters are beyond the scope of this opinion, see supra note 13.                                                        ___ _____                                          27          Brass Corp., 561 F. Supp. 740, 744-45 (D.R.I. 1983).          ___________                    General choice-of-law  principles that  should guide  a          court in making  such a determination include  (1) predictability          of   results;   (2)   maintenance   of  interstate   order;   (3)          simplification  of  the  judicial task;  (4)  advancement  of the          forum's governmental interests; and (5) application of the better          rule of law.   See Putnam Resources, 958  F.2d at 464-65;  Brown,                         ___ ________________                        _____          252 A.2d at 178; Woodward, 243 A.2d at  923; see also Restatement                           ________                    ___ ____            6.  In considering these general principles, tort  conflict-of-          law  analysis weighs  more heavily  the needs  of the  interstate          system,  the policies  of the  interested states  as well  as the          forum, and the ease of  determination and application of the law.          See  Restatement    145,  cmt. b.   In  the  tort context,  these          ___          overarching  tenets  may  take into  account  a  number  of other          factors, including (1)  the place of injury; (2)  the place where          the conduct  which caused the  injury occurred; (3) the  place of          incorporation and  place of business  of each party; and  (4) the          locus, or center  of gravity, of the parties'  relationship.  See                                                                        ___          Putnam Resources,  958 F.2d  at 464; Fashion  House, 892  F.2d at          ________________                     ______________          1092; Brown, 252 A.2d at 179; see also Restatement   145(2).                _____                   ___ ____                    An  application  of these  factors  reveals that  Rhode          Island has a more significant interest than  Massachusetts in the          resolution  of this claim.  Appellant initiated negotiations with          ELC  in Rhode  Island    and interstate  policy does  not dictate          prosecution under the  Massachusetts statute  of every  deceptive          trade  allegation  brought  against  a  company headquartered  in                                          28          Massachusetts but doing business in  another state.  Rhode Island          has a substantial  interest in protecting its  resident companies          from  deceptive  representations   or  unfair  trade   practices,          especially those that may occur within its borders.  As it is the          forum state, an  application of Rhode Island's tort  law would be          more  easily accomplished  than  an application  of Massachusetts          law.                    Then, too, in addition to the Rhode Island locus of the          claimed  injury, the  allegedly tortious  conduct also  possesses          substantial links to Rhode Island.   Appellant's claim arose when          Douglas  Crellin visited Mark Patterson at  his Rhode Island home          and  saw the typed version of  the CDM.  The  coverup itself   if          one took place   must have been crafted in the course of pretrial          discovery in a  Rhode Island forum.   Even if we assume  that the          handwritten version of the CDM was created in Massachusetts   and          there is no proof of that fact   such a contact,  standing alone,          would  not  be enough  to  overcome  Rhode Island's  interest  in          compensating a Rhode  Island company  whose financial  well-being          was  compromised  through  deceptive  acts  of  a  company  doing          business within Rhode Island.16                    We  conclude, therefore,  that to the  extent appellant          presents a potentially  viable unfair trade practices  claim, the          claim  is governed  by  the  substantive  law  of  Rhode  Island.                                        ____________________               16Although they do  not bear repeating, many of  the factors          that  dictate   using  Rhode  Island  law  vis-a-vis  appellant's          contract claim,  see supra pp.  11-12, also militate in  favor of                           ___ _____          using that law vis-a-vis its chapter 93A claim.                                          29          Because that  is so, appellant's  claim under chapter 93A  is not          actionable.17    See,   e.g.,  Eastland  Bank  v.   Massbank  for                           ___    ____   ______________       _____________          Savings, 767  F. Supp. 29, 35 (D.R.I.),  aff'd mem., 953 F.2d 633          _______                                  _____ ____          (1st Cir. 1991);  cf.  Qantel, 740  F.2d at 70.   Accordingly, we                            ___  ______          affirm the district court's dismissal of this claim on different,          but  equally  dispositive, grounds,  see  generally Polyplastics,                                               ___  _________ _____________          Inc. v.  Transconex, Inc., 827  F.2d 859, 860-61 (1st  Cir. 1987)          ____     ________________          (explaining that an appellate court,  in affirming a judgment, is          not limited to the trial court's rationale, but can affirm on any          independent ground made manifest in the record), without reaching          the  question of whether the alleged  coverup can be said to have          been aimed at influencing Cretco "in the conduct of any [ongoing]          trade or commerce."  Mass. Gen. L. ch. 93A,   2.          V. CONCLUSION          V. CONCLUSION                    We  need go  no further.18     Finding, as we  do, that          appellant mistook mere  negotiations for a binding  contract, and          that it has no legal recourse against ELC, we uphold the district          court's disposition of its suit.                                        ____________________               17Appellant has not pointed to a Rhode Island counterpart to          chapter 93A, nor  has it identified any theory  grounded in Rhode          Island law  under which  its unfair trade  practices claim  might          prosper.  We, therefore, eschew the temptation to rummage through          Rhode  Island's jurisprudence.  In our estimation, litigants have          an independent responsibility to do their homework.               18Our  conclusion that  the  end  product  of  the  parties'          negotiations lacked  a necessary element  of contract  formation,          see supra  Part II(B),  obviates any need  to consider  the lower          ___ _____          court's  alternative  holding that  the  contract claim  likewise          fails for want of actual damages.  Similarly, our conclusion that          ELC  is  not  liable  in  any way  eliminates  any  necessity  to          determine  whether  the  lower court  erred  in  excluding expert          testimony offered by appellant in an effort to prove damages.                                           30          Affirmed.  Costs to appellee.          Affirmed.  Costs to appellee.          ________   _________________                                          31
