Beruflich Dokumente
Kultur Dokumente
April 7, 1993
No. 92-1740
FLEET BANK OF MAINE,
Plaintiff, Appellee,
v.
HARVEY E. PRAWER and GILBERT PRAWER,
Defendants, Counterclaim Plaintiffs, Appellants,
and
FEDERAL DEPOSIT INSURANCE CORPORATION,
Counterclaim Defendant, Appellee.
____________________
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MAINE
[Hon. Gene Carter, U.S. District Judge]
___________________
____________________
Before
Breyer, Chief Judge,
___________
Campbell and Bownes, Senior Circuit Judges.
_____________________
____________________
Joseph J. Hahn with whom Bernstein, Shur, Sawyer & Nelson was
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_________________________________
brief for appellants.
Alexandra L. Treadway with whom P. Benjamin Zuckerman and Verr
_____________________
_____________________
____
& Dana were on brief for appellees.
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____________________
____________________
Prawer,
promissory
to
collect
notes the
money owed
appellants had
to
it
under
two
personally guaranteed.
it
stopped
Appellants argued
defenses
Limehouse
reneged
and
making
below, as
their
stopped
monthly
the basis of
counterclaims
making
on an agreement
interest
payments
their affirmative
against
because
to provide even
payments.1
the bank,
the
bank
that
had
of Maine granted
the
I.
I.
The district court found
undisputed.
behalf of
began negotiations
was president,
("the Bank") for
____________________
1.
Limehouse Corporation is not a party to this action.
The bank sued only Harvey E. Prawer and Gilbert Prawer in
their individual capacities, as guarantors of one promissory
note and co-makers of the other.
water supply
needed to
to Limehouse
property,
for
thereafter," at
Letter
behalf
the
By
of
that interest
signing
granting
terms
and
"36
payments
the Letter,
the Coulthard
months,
on
were
to be
Harvey Prawer
demand
The
made
agreed on
conditions"
of
the
Letter,
offered to
of Limehouse to borrow
[]
loan
term
a commitment
in which it
for purchase of
an adjustable
specified
monthly.
Commitment Letter"),
lend $1,000,000
Farms
1, 1987,
including
One paragraph
said, "This
of $1,000,000 to the
Bank.
-3-
Both
Note") in the
Prawer, acting in
their individual
unconditional guaranty
of the
capacities, executed
First Note.
The First
an
Note
A default
failure to
pay
any
installment
of the
as including
interest
due
the right
immediately
default.3
due
The
and
payable in
provisions
of
full
the
in
the
First
event of
Note,
____________________
2.
3.
and
while
in
contained
the
First
no reference
were consistent
Commitment
with the
Letter;
to repayment
but
from the
terms
the
sale of
Note
the
to be purchased
was mortgaged to
stated
[the
same date,
the Bank.
total
advances
principal
further
Limehouse entered
One provision
of Grantor
secured
provided,
hereby
and
Mortgage
[Limehouse], Grantee
to Grantor,
of the
the
unpaid,
including
sum
Two
of
($2,500,000.00)."
Million
Five
Hundred
Thousand
Dollars
On
intent to
vouching
for
the
financial
of Environmental Protection,
condition
of
Limehouse
and
December
21,
1988, the
Bank
issued
another
____________________
unpaid principal balance hereof, accrued
interest and late charges, as applicable.
The foregoing rights shall be in addition
to the demand right of the holder hereof
after October 1, 1990.
-5-
offering to lend
an additional
$200,000 for a
term of
"12
the refinancing
the terms
Commitment
by
Letter
signing
and conditions of
it
in
the Second
their
individual
Prawer, as
Limehouse
capacities.
On
April 12,
1989,
Harvey
Bank.
Both
Harvey
and
Gilbert,
acting
in
their
Second Note
contained provisions
Like the
for monthly
interest
Second Note's
terms
in
1990
interest payments
The Bank
Limehouse
due
Bank filed
under the
an action
default.
in Maine
making
First and
stopped
the
Second
in default,
Superior Court
against
the First
-6-
principal
and
unpaid interest
on both
Notes.
(Under the
First Note
1990,
the Bank
$1,000,000
interest; under
$3,100
alleged it
in
the
was owed, as
principal
Second
in interest.)
On
and
Note,
of August
approximately
$100,000
September 26,
in
9,
$32,900
principal,
1990, the
Prawers
Maine
Savings Bank,
defendant, and
of
case
Savings
Bank
failed.
The
the counterclaim
FDIC to the
The
motion
February 1992.
The
district
ultimate refinancing of
that the
the debt.
Letters issued by
upon the Bank's
held
the FDIC
to collect
-7-
on the facially
unqualified
Notes.
See
___
v. FDIC,
____
315 U.S.
447
(1942).
judgment de novo,
__ ____
the district
looking at
favorable to appellants.
court's
grant of
the record in
summary
the light
most
based
limit
ourselves
utilized below.
on
to
the
exact
grounds
for
decision
any independently
sufficient
ground."
3, 6 (1st
Aunyx Corp.
___________
v.
because
we
find that
appellees
were
entitled to
summary
interest payments
Notes,
but
contend
that
due
its obligation
First and
to
make
Second
monthly
____________________
4.
The district court had jurisdiction over this matter
pursuant to 12 U.S.C.
1819(b)(2)(A) and 28 U.S.C.
1331.
This court has jurisdiction over this appeal pursuant to 28
U.S.C.
1291.
5.
The parties
agree that
Maine law
governs their
respective rights and obligations, outside of the question of
application of the federal D'Oench, Duhme doctrine.
______________
-8-
a promise by
point
Commitment
promise.
the
Because the
Letters as
the Bank to
Note, appellants
establishing
be repaid
and
is to be found
to
of the First
such
stated that,
of the
mortgaged
property or its
development
refinancing into
loan,"
appellants
Bank's providing
property.
as,
"12
the
say
new financing
refinancing
of
development
loan,"
obligations
into
appellants
that interpretation
repayment
for development
to
contend
Note were
of the
that
of the
loan term
be repaid
residential
the
interest only
debt
that
subdivision
a residential
from the
subdivision
Limehouse's
likewise contingent
Appellants further
Notes is
insulated from
interpreting a
language of
v. Rockwood
________
-9-
The
issue
of whether
contract
language is ambiguous is a question of
law for the Court. The interpretation of
an unambiguous written contract is a
question of law
for the Court; the
interpretation of ambiguous language is a
question
for
the factfinder.
The
interpretation of an unambiguous writing
must be determined from the plain meaning
of the language used and from the four
corners of the instrument without resort
to extrinsic evidence. Once an ambiguity
is found then extrinsic evidence may be
admitted and considered to
show the
intention of the parties.
Contract
language
is
ambiguous
when it
is
reasonably
susceptible
of
different
interpretations.
Id.
___
(citations omitted);
Assoc. v.
______
(1st
see also
_________
Cir.
1987)
(summarizing
Maine
of
contract
the
are they
interpretations."
Here the
within the
"reasonably susceptible
In no
of different
at 1387.
The
make
interest payments
grantor defaults,
constitutes
the grantee
is a condition to
default; if
the
repayment of
There is no hint in
Because the
Notes
are
unambiguous,
appellants
may
not
rely
on
the
-10-
Commitment
Letters
to
show that
the
Id.
___
Appellants argue
incorporated
into the
terms
Notes
and thus
of the
Notes
Letters were
the Letters'
terms,
to refinancing, should
were entirely
contended, because
incorporated
into the
Notes, it
be
The
is
This
overlooks the
None
of
the
record,
documents in
suggests that
everything said
the Notes.
default
the
in the
The Notes
question,
nor
the parties
cross-references.
anything
intended
Commitment Letters as
provided that Limehouse
_________
else in
the
to incorporate
conditions of
would be
in
Mortgage
and
Security
Agreement.
The
Mortgage
and
Security
Agreement
stated
that
whatever obligations
it had
__
under the
Commitment Letter.
about
the
provision
the
purported
Letters will
of monthly
Note
Nothing is anywhere
its
must
terms
perform
of the
First
requirement
of
Limehouse
_________
as to
interest
which
payments,
Limehouse
refinancing
assurances
constitute a defense to
in
the
the
defaulted.
Bank to meet
Commitment
-11-
The
agreements for
Notes
are
purposes of
to the
advanced.
v.
terms
for
least
partially
integrated
rule.
They
repayment of
the
funds
(applying
at
test for
413 A.2d
516,
integrated agreements
519-20 (Me.
and stating
1980)
that
question
of
integration
is
determined
both
parties,
the
Notes
by
the
court);
contain
detailed
Signed
terms
and
which in view of
appears to be
integrated
evidence
agreement
expression.")
Letters
agreement to a writing
a complete
that
of Contracts
agreement, it
unless
the
writing
The
lack
it
did
is
is taken
to be
established
not
of specificity
constitute
in the
an
by
other
final
Commitment
the Letters and execution of the Notes (two weeks between the
First Letter and
Letter
and
Note)
-12-
the
parties
intended
the
Notes,
not
the
Letters,
to
be
the
final
binding
integrated agreement
discharges prior
the parties
that
(Me. 1982)
references
"refinancing" mean
the
of Contracts
in
which are
urged that
caused
an
appellants.
that the Bank
to repay
then to
prior agreements
the Bank
counterclaims, appellants
breached the
terms of
a binding
unspecified
amount of
financial
damage
to
would make
or conjecture
insufficient
to raise
a development
allegations,
"must be
to
that
of the debt
Bank
so
Letters
have
Commitment
Astor v. Boulos
_____
______
(applying Restatement
the
what appellants
agreed to
213(1);
them."
at 580.
able to point
loan in
the future.
unsupported in
genuine issue
To avoid
"Mere
the record,
of material
summary judgment,
to specific, competent
the
are
fact."
they
evidence" in
Id.
___
-13-
Appellants point to
of evidence to
fragments
contract they
to
letter to
"refinancing"; (2)
the Maine
the
Bank's
statement in
Department of Environmental
its
Protection
the development
May
22, 1990,
that the
by Bank
Bank
had
to be a
mutual assent to
of the agreement."
law, the
all of
602
1982).
"The
terms
of
the contract
must
be
reasonably
determining the
legally
binding contract
to show the
by the
Bank to
existence of a
provide financing
-14-
made.
there is
the Bank
no commitment letter
to providing development
for $1,000,000
in the
record
financing to
amount, interest
a future
agreement
which
is,
at most,
what
the
of Environmental
Protection are
do not
of material fact
of a binding
agreement
III.
III.
In sum, the record is without material facts which,
viewed
in
the light
most
favorable
to appellants,
would
could justifiably
under the
claimed
obligation,
as a
refuse to
condition
-15-
pay the
amounts due
nonperformance of its
to
collection of
its
Notes,
to
need to
have provided
inquire into
Duhme doctrine, we
_____
that
appellees were
development
financing.6
rule as
a matter of
entitled to
of the
Without
D'Oench,
________
Maine contract
summary judgment
law
in their
favor.
Affirmed.
________
Costs to appellees.
__________________
____________________
6.
We have
other arguments,
mostly variations on
them.
the same
-16-
no merit
in