
USCA1 Opinion

	




          November 21, 1994     [NOT FOR PUBLICATION]                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                                                                      ____________________        No. 93-1241                             THE CONNECTICUT NATIONAL BANK,                                 Plaintiff, Appellee,                                          v.                             ROBERT P. BARSAMIAN, ET AL.,                               Defendants, Appellants.                                                                                      ____________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                           FOR THE DISTRICT OF RHODE ISLAND                 [Hon. Francis J. Boyle, Senior U.S. District Judge]                                         __________________________                                                                                      ____________________                                        Before                                Selya, Circuit Judge,                                       _____________                            Bownes, Senior Circuit Judge,                                    ____________________                               and Cyr, Circuit Judge.                                        _____________                                                                                      ____________________             Patricia A. Buckley, with whom Joseph A. Kelly and Carroll, Kelly             ___________________            _______________     ______________        & Murphy were on brief for appellants.        ________             Robert M. Duffy, with whom Hinckley, Allen & Snyder  was on brief             _______________            ________________________        for appellee.                                                                                      ____________________                                                                                      ____________________                    Per  Curiam.    Defendants-appellants,   guarantors  of                    Per  Curiam.                    ___________          certain demand  promissory notes executed by  a defunct corporate          borrower in favor of plaintiff-appellee Connecticut National Bank          d/b/a Shawmut Bank of Rhode Island ("Shawmut"), seek to set aside          the  district court  judgment entered  against them.   Appellants          claim that  the district  court erred  in  excluding evidence  of          certain parol  representations allegedly made by  a Shawmut agent          before the demand promissory notes were executed in behalf of the          borrower and prior to their execution of the personal guaranties.          Appellants further contend that the proffered parol, at the  very          least, should  have been  admitted in  support of  their estoppel          defense to the action on their loan guaranties and as affirmative          evidentiary  support for their counterclaim that Shawmut breached          its duty of good faith and fair dealing under Rhode Island law.                    We will apply current Rhode Island law in this diversi-          ty action.   Crellin Technologies, Inc.  v. Equipmentlease Corp.,                       __________________________     ____________________          18 F.3d  1, 4 (1st  Cir. 1994).   Without  either forecasting  or          trammeling further development in the Rhode Island parol evidence          rule, we note simply that the district court ruling in no respect          offends current Rhode Island law.  The Rhode Island Supreme Court          has yet  to  address  the  broad question  urged  by  appellants:          whether the  parol evidence  rule precludes, permits  or requires          consideration of parol evidence in determining whether a particu-          lar  writing embodies an integrated agreement.  Cf. Fram Corp. v.                                                          ___ __________          Davis, 401 A.2d 1269, 1272 (R.I. 1979).  But for the fact that it          _____          is  pivotal to appellants'  claims, Fram is  an unremarkable case                                              ____                                          2          which  simply upheld  the  trial court's  consideration of  parol          evidence  in  determining the  actual  date  on which  a  written          agreement  had been  executed where  it was  clear that  the date          appearing in the writing  was entered by mistake.   See Inleasing                                                              ___ _________          Corp.  v. Jessup,  475  A.2d 989,  993  (R.I. 1984)  ("'[I]n  the          _____     ______          absence of fraud or mistake, parol evidence of prior or contempo-                     _____    _______          raneous agreements  is generally inadmissible for  the purpose of          varying,  altering  or  contradicting  a   written  agreement.'")          (emphasis added) (citation omitted).                     As appellants allege neither fraud nor mistake, and the          proffered parol clearly contradicts the explicit provision in the          promissory  notes calling  for  payment on  demand, the  district                                                  __  ______          court ruling comports with current Rhode Island law.  Finally, as          the estoppel defense and  the counterclaim likewise were entirely          dependent upon the parol evidence excluded by the district court,          summary judgment was  properly granted  for Shawmut  both on  its          claims against the guarantors and on appellants' counterclaim.                    The  district  court  judgment  is  affirmed; costs  to                    The  district  court  judgment  is  affirmed; costs  to                    _______________________________________________________          appellee.          appellee.          ________                                          3
