[NOT FOR PUBLICATION]

United States Court of Appeals For the First Circuit

No. 97-1484

MSM INDUSTRIES, INC., ET AL.,

Plaintiffs - Appellants,

v.

ZURICH INSURANCE COMPANY,

Defendant - Appellee.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Nancy Gertner, U.S. District Judge]

[Hon. Zachary R. Karol, U.S. Magistrate Judge]

Before

Torruella, Chief Judge,

Coffin, Senior Circuit Judge,

and Boudin, Circuit Judge.

Jordan Lewis Ring, with whom Philipp G. Grefe, David R.

Jackowitz and Ring & Grefe, P.C. were on brief for appellants.

Frederick W. Stein, with whom Laurence H. Reece, Jeffrey

Levy, Heidlage & Reece, P.C., Steven D. Pearson and Bates Meckler

Bulger & Tilson were on brief for appellee.

September 18, 1997

Per Curiam. After a full review of the record, briefs, Per Curiam.

and arguments of counsel, we are satisfied that the matter was

properly resolved by the district court. The doctrine of

collateral estoppel or issue preclusion made the earlier

Massachusetts state court determination against appellants

binding in the present federal court action. See 28 U.S.C.

1738. Massachusetts may follow the Restatement of Judgments,

28(5)(c) (1982), in recognizing a limited exception where the

party opposing collateral estoppel makes a clear and convincing

showing that it was deprived of the opportunity to obtain a full

and fair adjudication in the earlier case, but no such showing

was made by the appellants in this case. Accordingly, we do not

reach appellants' other claims of error which, as both sides

agree, are of no importance once collateral estoppel is found to

apply.

Affirmed. Affirmed.

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