

                      [NOT FOR PUBLICATION]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 &amp;  Graves, Debra  Csikos, and                                                                         
Acquisition Management, Inc. were on brief for appellant.                                    
   Joseph K. Mackey, with whom Kearney &amp; 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

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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.                           

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