Aftеr entering insolvency proceedings, plaintiff-appellant Newport Plaza Associates (Newport), a Rhode Island limited partnership, commenced an adversary proceeding against Durfee Attleboro Bank (the Bank), in which it claimed that the Bank failed to honor an oral agreement concerning the resumption of financing for a stalled construction project. The bankruptcy court and the district court both rejected the claim. The third time is not the chаrm: because the record shows beyond peradventure that the parties entered into a subsequent written contract, the terms of which directly contradicted, and therefore superseded, the alleged oral agreement, we affirm.
I. BACKGROUND
On February 8, 1988, Newport executed and delivered to the Bank a promissory note, construction mortgage, and construction loan agreement in order to finance the erection of a shopping plaza in Newport, Rhode Island. Construction came to a screeching halt that November due to difficulties between Newport and its general contractor, DRL, Inc. When DRL and a number of subcontractors placed mechanics’ liens on the property, Newport defaulted on the loan.
Newport tried repeatedly to work out an agreement under which the Bank would be willing to restart the project. Newport claims that on December 20, 1988, the Bank agreed to resume financing the work pursuаnt to the terms of the original construction loan agreement if Newport, within a reasonable period of time, resolved the mechanics’ liens, brought interest payments current, reaffirmed occupancy commitments from third parties, and replaced DRL with a suitably qualified builder. 1 Newport also claims that it complied with these conditions no later than March of 1989, but that the Bank reneged on the oral agreement.
On October 13, 1989, with the project still dormant, Newport submitted a writtеn proposal to the Bank anent continued financing. This proposal did not mention the oral agreement. By letter dated November 1, 1989, the Bank notified Newport that it had “decided not to allow restarting of the project.” Instead, the Bank offered, “without waiving any ... rights,” to accept $881,000 in full satisfaction of the balance due ($1,381,000) on the promissory note. The Bank’s terms required Newport, if it accepted the offer, to tender $881,000 in a lump sum within 90 days and, in the interim, to submit weekly progress reports on the status of the project and its efforts to obtain the funds needed to buy out the Bank’s position. The letter, the text of which is reproduced in the appendix, gave Newport two weeks in which to accept the offer. It made no reference to the alleged oral agreement.
Newport’s partners signed and returned the letter before the appointed deadline. Thereafter, they failed to make the lump-sum payment within the stipulated 90-day period. When the Bank initiated foreclosure proceedings, Newport sought the protection of Chapter 11. 2
In due course, Newport filed suit in the bankruptcy court alleging a breach of the oral agreement. After some procedural skirmishing, not material for our purposes, the bankruptcy court granted the Bank’s motion for summary judgment.
In re Newport Plaza Assocs.,
Newport appealed. The district court convened a hearing, afforded de novo review, and rendered summary judgment ore tenus. In its bench decision, the district court reasoned that whether an oral agreement existed was of no consequence, as any such agreement was “completely inconsistent” with the subsequent exchange of cоrrespondence. That correspondence, the court ruled, constituted an accord, superseding any prior agreement between the parties. On March 3, 1992, the clerk entered final judgment.
Newport again appeals. The gist of its argument is that the district court erred in holding that, as a matter of law, Newport relinquished the right to resuscitate the original financing arrangement — a right supposedly conferred by the oral agreement — when it signed and returned the November 1 lеtter. Because we agree with the district court that the letter exchange constituted a valid contract in which the parties unambiguously expressed their mutual intention that the Bank would not supply funds to restart the project, we reject Newport’s attempt to enforce the prior oral agreement and affirm the entry of judgment below.
II. THRESHOLD LEGAL MATTERS
We begin by explicating certain legal principles in order to set the stage for a discussion of the merits.
A. The Summary Judgment Standard.
The summary judgment standard is familiar and has been frequently elucidated. Rather than attempting to reinvent so serviceable a wheel, we merely observe that, as the civil rules themselves provide, summary judgment is appropriate when “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Fed.R.Civ.P. 56(c). The opponent of a properly focused Rule 56 motion must demonstrate, by competent evidence, the existence of a triable issue which is both genuine and material to its claim.
See Anderson v. Liberty Lobby, Inc.,
We afford plenary review to the entry of a summary judgment.
Garside,
B. Choice of Law.
In this case, the underlying contract claim depends on state law. The parties briefed and argued the case on the apparent understanding that Rhode Island law governs the significance of their ac
*644
tions and the interpretation of their agreements. Both lower courts adjudicated the controversy on that basis. When opposing parties agree to the source of the substantive law that controls their rights and obligations, and no jurisdictional concerns are present, a court is at liberty to accept such an agreement without independent inquiry.
See Moores v. Greenberg,
C. What’s in a Name?
The parties have expended considerable effort debating whether the November 1 letter agreement should be evaluated аs an accord and satisfaction or as a novation. We deem it unnecessary to venture into this Serbonian bog.
The Rhode Island Supreme Court has traditionally manifested a concern with substance rather than form in this fuligi-nous corner of the law, hesitating to draw fine lines between these two closely allied kinds of contracts where no necessity exists for doing so.
See, e.g., Mello v. Coy Real Estate Co.,
The lesson to be learned from all of this is that, when it would serve no useful purpose to distinguish between accord and satisfaction, on the one hand, and novation, on the other hand, courts should refrain from performing what will amount to no more than an exercise in semantics. So it is here. If the November 1 agrеement constitutes a valid contract, it binds the parties in substantially the same manner whether we call it an accord and satisfaction or a novation, operating to discharge all the rights and obligations emanating from the preexisting oral agreement.
III. ANALYSIS
The crux of this appeal involves a dispute over the interpretation of the letter agreement. We have recognized that, in certain circumstances, summary judgment is an appropriate vehicle for resolving contract-interpretation disputes. The key is the lack of any ambiguity.
See FDIC v. Singh,
Under Rhode Island law, the determination of whether a contract’s terms are ambiguous is itsеlf a question of law
*645
for the court.
See D.T.P., Inc. v. Red Bridge Properties,
Where the language of a contract is clear and unambiguous, the Rhode Island Supreme Court has generally interpreted the parties’ intent based solely on the written words.
5
See D.T.P., Inc.,
We employ these tools in analyzing Newport’s assertions that issues of fact, related to the interpretation of the letter agreement, precluded the granting of summary judgment.
A. Acceptance of the Agreement.
We first address Newport’s claim that there remains an issue of disputed material fact as to whether, by signing and returning the November 1 letter in the manner requested, it intended to accept the proposed terms and thereby form a binding contract. Newport argues that, in the letter, the Bank agreed to release Newport from its loan obligations only upon Newport’s performаnce of three acts: (1) returning the letter, signed as accepted, within two weeks; (2) delivering a certified check for $881,000 within the period prescribed for payment; and (3) transmitting written progress reports between times. Because Newport performed only one of the three acts — return of the letter — it envisions an issue of fact regarding whether it intended to accept the November 1 offer. Although we give appellant’s counsel high marks for ingenuity, we do not believe that the letter can be construed in so elastic a manner.
Under Rhode Island law, the Bank, as the offeror, controlled the offer and the terms of its acceptance.
See B & D Appraisals v. Gaudette Mach. Movers, Inc.,
*646 Viewed against this backdrop, Newport’s position appears totally irreconcilable with the unambiguous language of the Bank’s November 1 letter. After setting forth the terms of the offer, the Bank states the terms of its acceptance: “If you are in agreement with the terms and cоnditions detailed above, please so indicate by dating, executing and returning one copy of this letter for our files.” This language is nose-on-the-face plain: the Bank asked for a return promise—nothing more—as the indicium of acceptance.
Should any doubt linger, we are quick to remark that a court is duty bound to construe contractual terms in the context of the contract as a whole.
See Woonsocket Teachers’ Guild, Local 951 v. School Comm. of the City of Woonsocket,
Words are not endlessly malleable. They have meaning and content. The particular combination of wоrds that the parties utilized here, taken in the stated sequence, is susceptible of no reasonable interpretation other than that the parties intended themselves to be fully bound coincident with Newport’s return of the letter, endorsed “APPROVED AND ACCEPTED,” by the date and time specified. In contemplation of law, Newport accepted the terms of the offering letter by signing and returning it.
B. The Effect of Newport’s Consent.
Newport also claims that, even if it accepted the offer, there remains a question of fact regarding whether, by doing so, it intended to relinquish its right to sue the Bank for failure to resume financing the project pursuant to the oral agreement. This claim rests chiefly on an affidavit from Ronald Kutrieb, one of Newport’s principals, professing his belief that, in signing the letter, he was not surrendering Newport’s rights under the oral agreement. 6 In our view, this initiative ignores both unambiguous language and settled law. We explain briefly.
As we have previously indicated, the plain language of the November 1 letter is diffiсult to overcome. To be sure, the letter made no reference to the earlier oral agreement. Nevertheless, the Bank did not mince words. The letter unequivocally stated that the Bank had “decided not to allow restarting of the project.” These words are definite. Their purport is not contradicted by any other term in the agreement. The ordinary meaning of the quoted language, taken in context, is susceptible to no other reasonable interpretation than as an expression of the parties’ mutual agreement that construction financing for the project would no longer be furnished by the Bank.
In such clear-cut circumstances, the courts below had no principled choice but to hold that Newport, by accepting the offer in the manner indicated, assented to the “no further financing” term.
See Fireman’s Fund,
Nor did the Kutrieb affidаvit create a roadblock en route to this result. Contracts ordinarily depend on objective indicia of consent, not on a party’s subjective expectations. When, as in this instance, the parties’ intent is made manifest by the express terms of a written agreement, fairly construed, a court interpreting the agreement should not look to “some undisclosed intent that may have existed in the minds of the contracting parties but [should be governed by] the intent that is expressed by the lаnguage contained in the contract.”
Woonsocket Teachers’ Guild,
*647
We see no way around this outcome. The Bank’s explicit disclaimer of any intention to restart the project in the subsequent letter agreement directly contradicts the supposed oral agreement (wherein the Bank allegedly agreed to pour more money into the project upon Newport’s fulfillment of certain conditions). Given this direct contradiction, the letter agreement, being later in time, necessarily superseded any and all prior oral agreements anent restarting construction. It is, after all, settled law that, if the terms of a prior oral negotiation are dealt with, or covered by, a later written agreement between. the parties on the same general subject, then, presumably, the latter was intended to supersede the former, and should be so construed.
See Rogers v. Zielinski,
C. Lack of Consideration.
Newport also asserts that the letter agreement is unenforceable for want of cоnsideration. Since the Bank ultimately foreclosed and retained the right to pursue collection of the entire indebtedness, this thesis runs, Newport received nothing of value in return for relinquishing its rights under the oral agreement. We disagree.
The November 1 agreement was supported by valuable consideration on both sides. For its part, the Bank was willing to shave approximately half a million dollars from Newport’s outstanding debt. Although Newport would not reap the benefit of this considerаble savings unless and until it made a timely payment of $881,000, the value of the opportunity, coupled with Newport’s forbearance for the 90-day waiting period, was itself substantial and furnished valid consideration for Newport’s return promise.
See, e.g., Philip Carey Mfg.,
If practiced parties to commercial transactions bargain for, and receive, consideration that they deem satisfactory and that the law regards as substantial, it is not a court’s role, absent fraud or other exceptional circumstances, to evaluate the relative adequacy of the considеration or to reweigh the soundness of the parties’ judgments.
See Fall River Nat’l Bank v. DeMarco,
*648 IV. CONCLUSION
We need go no further. In the November 1 letter agreement, the parties unequivocally agreed that the Bank would not resume financing the ill-fated construction project. The letter agreement superseded, and thus extinguished, all prior negotiations on the same general topic. This means, of course, that Newport’s attempt to sue for a failure to restart the project pursuant to the parties’ eаrlier oral agreement cannot be countenanced even if such an agreement existed at one moment in time.
Affirmed.
APPENDIX
November 1, 1989
Newport Plaza Associates, L.P.
c/o Capital Growth Companies
Mr. Ronald E. Kutreib
221 Third Street
Newport, Rhode Island 02840
Gentlemen:
This is to confirm our meeting of October 27, 1989.
Durfee Attleboro Bank has received and reviewed your proposal dated October 13, 1989, to restart the project. As you know, your $2,200,000.00 note dated February 8, 1988, remains in default, as set forth in our letter to you of April 26, 1989. After our complete review of this proposal, we have decided not to allow restarting of the project.
However, without waiving аny of our rights, we will allow Newport Plaza Associates, L.P. until February 1,1990, to pay the Bank $881,000.00, and if payment is received by said date, said sum will be accepted as full payment of the Bank’s $2,200,-000.00 note dated February 8,1988. Therefore, if you accept this offer you must deliver to us no later than 2:00 p.m., February 1, 1990, a certified check payable to Durfee Attleboro Bank in the amount of $881,000.00.
If you are in agreement with the terms and conditions detailed above, please so indicate by dating, executing and returning one copy of this letter for our files. This offer will expire November 14, 1989, and we must have your signed acceptance in our hands by 2:00 p.m. on that date. If you accept this offer, we must also receive detailed weekly written progress reports on the status of the project and your efforts to obtain the $881,000.00, which reports will be due every Thursday at 3:00 p.m. via fax machine (508 679-8361).
If you fail to strictly meet all the terms and conditions as set forth above, we may immediately pursue аny and all of our rights and our remedies to enforce our rights, including, but not limited to foreclosure. Time is of the essence in all respects.
Sincerely,
Durfee Attleboro Bank
/s/ Anthony J. Biccitelli
Anthony J. Riccitelli
Assistant Vice President
APPROVED AND ACCEPTED:
NEWPORT PLAZA ASSOCIATES, L.P.
By: s/Ronald E. Kutreib 11/9/89
Ronald E. Kutreib, partner Date
By:_ _
Joseph J. Dabek, partner Date
By: s/James J. Beaulieu 11/9/89
James J. Beaulieu, partner Date
s/Ronald E. Kutreib 11/9/89
Ronald E. Kutreib, guarantor Date
Joseph J. Dabek, guarantor Date
s/James J. Beaulieu 11/9/89
James J. Beaulieu, guarantor Date
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Notes
. The Bank steadfastly denies these allegations. Since the case was decided below on summary judgment, we assume for argument's sake that the oral agreement existed.
. The bankruptcy court, following a contested hearing, eventually granted the Bank’s motion for relief from the automatic stay. The foreclosure proceedings havе been consummated.
. Because this appeal is susceptible to resolution on the ground that the letter exchange extinguished any oral agreement, see infra, we do not consider this alternative holding.
. The Rhode Island Supreme Court has elucidated a similar standard in applying its own summary judgment rule.
See Cassidy v. Springfield Life Ins. Co.,
. At least one Rhode Island case also looked to the parties’ circumstances at the time the contract was made both to ascertain whether a term was ambiguous as used and to determine the parties’ intent in using an otherwise unambiguous term.
See Westinghouse,
. The Bank’s letter transposed two vowels in Kutrieb’s name. Moreover, one of Newport’s partners, Joseph J. Dabek, apparently did not sign the letter. The parties do not mention either the misspelling or the omission and we, too, deem them inconsequential.