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          November 21, 1994     [NOT FOR PUBLICATION]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.
                                        _____________

                                                     
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             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.

                                                     
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                    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
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          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.
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