OPINION OF THE COURT
This is аn appeal by several real estate developers who are in default of their loan obligations to a failed savings and loan and who were unsuccessful in the district court in asserting a lender liability claim (based on the alleged failure of the thrift to supply additional financing) as a defense to the claim for the balance due brought by the thrift’s successor in interest, the Resolution Trust Corporation (“RTC”). RTC prevailed on the basis that the alleged agreement to supply additional funds was not in writing as is necessary to meet the requirements of the common law
D’Oench, Duhme
doctrine and the statutory mandate of 12 U.S.C. § 1823(e).
See D’Oench, Duhme & Co. v. Federal Deposit Ins. Corp.,
We hold that an agreement is only “in writing” if its basic structure is apparent on the face of the writing. Because no terms of Bell’s alleged agreement to lend CUL-DADD Development Corp., Inc. (“CUL-DADD”) additional funds are written, we will affirm the district court’s grant of summary judgment for the RTC. In so doing we reject defendants’ constitutional claims that D’Oench, Duhme and § 1823(e) constitute takings of property without just compensation and deprivations of property without due process.
I. FACTS AND PROCEDURAL HISTORY
A. Background Facts
RTC is the receiver for Bell Federal Savings Bank, which is the successor to Bell Savings Bank (“Bell Savings”) which, on June 29, 1989, agreed to lend CUL-DADD Development Corp., Inc. $2,230,000. CUL-DADD secured the loan by executing and delivering two mortgages on CUL-DADD Industrial Park to Bell Savings. 1 Defendants John L. Daddona, Judy Daddona and Daniel Culnen are sureties on this loan, and RTC brought this action to collect on their guarantees.
Defendants assert that when Bell agreed to provide the June 29 loan for the acquisition of property, Bell also agreed to provide CUL-DADD with at least an additional $9,000,000 for improvement and development of CUL-DADD Industrial Park in Weisen-burg Township, Pennsylvania and for 75 acres in the Borough оf Kutztown, Pennsylvania. Bell, it is alleged, was to provide this financing within 90 to 120 days of the June 29 loan at an interest rate of prime plus two points for a minimum of one year.
Defendants contend that from June until December 1989, CUL-DADD repeatedly requested that Bell close the loans for development of the site but that Bell refused to do so, and in December made it clear that it was never going to close on the loans. Defen *315 dants claim that, in the interim, CUL-DADD expended funds in reliance on Bell’s promise of additional loans.
B. Procedural History
On December 18, 1990, Bell Savings filed two separate actions in the Court of Common Pleas of Delaware County, Pennsylvania, to recover from defendants on the $2,230,000 initial loan. One action was filed against John Daddona, Sr. and Judy Daddona, and the other action was filed against Daniel Culnen. The court entered two confessed judgments and then opened the judgments to allow the sureties to file counterclaims. Subsequently, the RTC succeeded to the rights of Bell Savings, see supra n. 1, and removed the two actions to the District Court for the Eastern District of Pennsylvania. Defendants then filed counterclaims, asserting that they were entitled to $1,000,000 plus costs and punitive damages due to Bell’s default on the alleged agreement to provide additional loans.
The RTC moved to dismiss the counterclaims under the
D’Oench, Duhme
doctrine,
see D’Oench, Duhme & Co. v. Federal Deposit Ins. Corp.,
At the same time it filed its action against defendants in the Court of Common Pleas, Bell also filed an action against CUL-DADD to collect on the same $2,230,000 loan. As in the actions against the sureties, the court entered a confessed judgment and then allowed CUL-DADD to bring a counterclaim. On November 9, after RTC removed the action to federal court, the district court granted summary judgment against CUL-DADD finding that:
Viewed in a light most favorable to CUL-DADD, the semantic differences in the documents suggest that the parties contemplated and considered additional financing. Nevertheless, this falls far short of the certain and categorical requirements imposed by the D’Oench, Duhme doctrine and § 1823(e). See [Langley v. Federal Deposit Ins. Corp.,484 U.S. 86 , 95,108 S.Ct. 396 , 403,98 L.Ed.2d 340 (1987)]. A careful review of the documents reveals that the only monetary figure that parties reduced to writing is the $2,230,000.00 commitment. Neither the $9,000,000.00 figure nor any other additional terms are represented in CUL-DADD’s exhibits.
CUL-DADD appealed, and we dismissed the appeal for lack of jurisdiction under
Griggs v. Provident Consumer Discount Co.,
On December 11, 1992, the district court combined the two separate actions against the sureties and converted RTC’s motions tо dismiss into one motion for summary judgment. On January 28, 1993, the district court granted RTC’s motion for summary judgment, adopting its holding from the action against CUL-DADD that no written agreement for additional loans had been formed. The court also rejected defendants’ constitutional claims. This appeal followed.
We exercise plenary review over motions for summary judgment to determine whether the moving party has demonstrated the absence of a genuine issue of material fact. See
Colburn v. Upper Darby Township,
*316 II. WRITTEN AGREEMENTS UNDER D’OENCH, DUHME AND § 1823(e)
A. Background of D’Oench, Duhme and § 1828(e)
In
D’Oench, Duhme,
the Supreme Court developed a federal common law rule designed to protect federal institutions from misrepresentations in bank records.
See
The rule emerging from D’Oench, Duhme is that no agreement between a borrower and a bank which does not plainly appear on the face of an obligation or in the bank’s official records is enforceable against the FDIC.... Given the general applicability of policies underlying the D’Oench, Duhme doctrine we find that the doctrine is also applicable to the RTC.
The Federal Deposit Insurance Act of 1950 essentially codified the result in
D’Oench. See Adams,
No agreement which tends to diminish or defeat the interest of the Corporation in any asset acquired by it under this section or section 1821 of this title, either as security for a loan or by purchase or as receiver of any insured depository institution, shall be valid against the Corpоration unless such agreement — (1) is in writing, (2) was executed by the depository institution and any person claiming an adverse interest thereunder, including the obligor, contemporaneously with the acquisition of the asset by the depository institution, (3) was approved by the board of directors of the depository institution or its loan committee, which approval shall be reflected in the minutes of said board or committee, and (4) has been, continuously, from the time of its execution, an official record of the depository institution.
12 U.S.C. § 1823(e). By enacting this provision, Cоngress opted for a “categorical recording scheme.”
Langley v. Federal Deposit Ins. Corp.,
B. Defendants’ Claimed Written Agreement
Defendants contend that their “agreement” with CUL-DADD for loans beyond the initial $2,230,000 survives the requirements of D’Oench, Duhme and § 1823(e). They point to several writings that refer to the $2,230,000 loan as an initial loan and refer to purposes other than the acquisition of property; they then submit thаt these imply the existence of an agreement for additional loans for development. In particular, defendants cite: (1) a June 26, 1989 letter from John Daddona to Scott Plavner, Assistant Vice President of Bell, confirming the agreement for a full “package of financing”; (2) a June 22,1989 letter from Plavner referring to an “initial advance of up to $2,230,-000” (emphasis added) and committing Bell Savings to finance the “acquisition and development and soft costs of the project” (emphasis added); (3) appraisals of the property as a completed industrial park (made at Bell Savings’ request); (4) а letter from CULDADD to Bell with the caption “Re: Construction Loan” (emphasis added); (5) the “Collateral Assignment of Agreements” dated June 29, 1989, which states that “Bell [Savings] is the lender of funds to CDC for acquisition and development of an industrial park” (emphasis added); (6) the document *317 entitled “Funding for Closing” which refers to the loan as for “Acquisition/Development ” (emphasis added); and (7) the Loan Committee Meetings Minutes from May 31, June 20 and June 27, 1989, which all refer to the $2,230,000 loan as an “interim mortgage loan” (A-132, 137) (emphasis added).
In our view, however, the writings that defendants point to as evidence of the existence of an “agreement ... in writing,” § 1823(e), do not create a genuine issue of material fact as to the existence of such a written аgreement. The letter from John Daddona was not signed by CUL-DADD and does not indicate that the full “package of financing” was to go beyond the $2,230,000. The June 22 letter from Plavner referring to an “initial advance of up to $2,230,000” implies no more than that CUL-DADD could have as much of the $2,230,000 as it wanted in an initial advance, with later advances to follow until the $2,230,000 total had been advanced. Moreover, even if the letter indicates that Bell Savings thought of the whole $2,230,000 as an initial advance with later advances to follow, it does not reflect that Bell actually had alreаdy agreed to later advances but only that Bell contemplated such advances. The same is true of the Loan Committee’s references to the $2,230,000 loan as an interim loan.
Finally, the documents referring to the “Acquisition/Development” loan or “Construction Loan” are all documents discussing the $2,230,000 loan; the parties may have considered this loan to be an acquisition and development loan rather than considering it to be an acquisition loan with development loans to follow. But even if the parties contemplated later development loans, the reference to these loans does not indicate that the parties had already agreed to such loans.
Thus, giving defendants the benefit of every inference, the evidence establishes no more than that the parties contemplated future loans, not that they had agreed to them. 2 Even stretching the evidence beyond where it can reasonably be taken, the evidence at most indicates that the parties had already formed an oral agreement for future loans. 3 The writings themselves certainly do not constitute such an agreement, for they provide no terms of the alleged agreement whatsoever. 4
C. Applicability of Federal Law
Perhaps anticipating the foregoing conclusion, defendants contend that D’Oench, Duhme and § 1823(e) do not require that the terms of an agreement be in writing but only that the existence of an agreement can be inferred from writings. They cite Pennsylvania contract cases for the proposition that *318 a contract can be formed even if not all of the specific terms have been agreed upon. Even if this is so, defendants do not explain why Pennsylvania law rather than federal common law should apply.
Defendants cite only one case that implies that we should look to state contract law. In
Tuxedo Beach Club Corp. v. City Fed. Sav. Bank,
D’Oench, Duhme
is itself a case based solely on federal common law,
see
In large part,
Adams’
conclusion that federal law governs application of
D’Oench, Duhme
rests on an application of the three-factor test of
United States v. Kimbell Foods, Inc.,
First, the federal program at issue in § 1823(e) requires national uniformity. The interest Congress professed through § 1823(e) “in protecting federal banking agencies from secret agreements” would be undermined if those interests “hinge[d] on the peculiarities of state law.”
Id.
Second, state law would frustrate specific objectives of the federal program. Here, application of state law that forced the RTC to check bank records extremely carefully would undermine Congress’ objective of ensuring that RTC officials could easily understand those records. Third, the application of federal law would not disrupt commercial relationships predicated on state law. Borrowers can easily take into account the requirements of § 1823(e). Unlike the lenders in
Kimbell Foods,
who would have had to take into account competing schemes of federal and state law on priorities in collateral if federal law applied,
see
Finally, we note that so far the Supreme Court has relied exclusively on federal law to interpret the requirements of § 1823(e). In
Langley v. Federal Deposit Ins. Corp.,
D. Requirements of Federal Law
In order to determine the meaning of “agreement ... in writing” under federal law, we look to the purposes of § 1823(e). In
Langley,
the Court indicated that the purpose of § 1823(e) is to enable the FDIC to evaluate bank assets and to do so quickly.
See Langley,
Fundamentally, D’Oench attempts to ensure that FDIC examiners can accurately assess the condition of a bank based on its books. The doctrine means that government has no duty to compile oral histories of the bank’s customers and loan officers. Nor must the FDIC retain linguists and cryptologists to tease out the meaning of facially-uneneumbered notes. Spreadsheet experts need not be joined by historians, soothsayers, and spiritualists in a Lewis Carroll-like search for a bank’s unrecorded liabilities.
Bowen v. Federal Deposit Ins. Corp.,
In order to ensure that RTC sprеadsheet experts have no need to perform a Lewis Carróll-like search, we hold that under federal law, an agreement is only
in writing
if the
basic structure
of the agreement is apparent on the face of writings. In reaching this holding, we only slightly extend our conclusion in
Adams,
Other courts of appeals to consider the issue have come to a similar conclusion. In
Federal Sav. & Loan Ins. Corp. v. Two Rivers Assocs., Inc.,
Similarly, in
Federal Deposit Ins. Corp. v. O’Neil,
The statute contemplates, however, that the FDIC’s appraisers can confine their scrutiny to documents found in the bank’s official records. The certain agreement was not among them. If we accepted Joyce’s argument this would imply that when the appraiser came across the promissory note he would have had to conduct *320 an inquiry into the whereabouts, status, and terms of the ‘certain agreement,’ mentioned in (but not a part of) the note.... The FDIC is not required to go so far.
Id. at 358. Thus, even though the FDIC knew of the existence of a side agreement from the face of a writing, this side agreement could not serve as a defense because its terms were not set out in that writing.
The Fifth Circuit summarized this general conclusion of the courts of appeals in
Federal Deposit Ins. Corp. v. Hamilton,
[W]e believe that section 1823(e)’s use of the term ‘in writing’ cannot include the writing’s implied terms.... [T]he term ‘in writing’ for section 1823 purposes, has been narrowly construed so as to incorporate only those obligations expressed on the face of the subject writing.
Id. at 1231. Here, the writings presented by defendants provide no terms of an additional agreement between Bell Savings Bank and CUL-DADD, much less terms sufficient to constitute the basic structure of the agreement. Thus, defendants’ reliance on this supposed agreement is barred by D’Oench, Duhme and § 1823(e). 5
III. CONSTITUTIONAL ISSUES
A. Taking of Property Without Just Compensation
Defendants also assert that
D’Oench, Duhme
and § 1823(e) are unconstitutional. They first assert that these doctrines take property from them without providing just compensation. In dеfendant’s submission, the property “taken” consists of the land defendants will lose as a result of not having these defenses. Defendants rely on
Connolly v. Pension Ben. Guar. Corp.,
In fact, application of the
Connolly
factors shows the weakness of defendants’ claim. First, § 1823(e) does not automatically deprive mortgagors of all economic value in their mortgaged property; it only poses a risk of doing so. Section 1823(e) deprives mortgagоrs of that value only if they make unwritten agreements that would serve as a defense to a foreclosure claim absent § 1823(e)
and
if the RTC acquires the interest of the originál mortgagee. Second, § 1823(e) and
D’Oench, Duhme
do not interfere with reasonable investment-backed ex
*321
pectations, because, in a day of a significant number of bank failures and RTC takeovers, prudent investors are aware of the risks these doctrines pose when they arrange for loans. Moreover, prudent investors will simply make sure that all of their agreements with banks are reduced to writing. Even more than in
Connolly,
where the Court indicated that prudent emрloyers should have taken the possibility of
future
regulations into account based on the number of past regulations in the field,
see
Third, the government was regulating for the common good. As the Eighth Circuit explained, “[t]he FDIC is acting in its receivership, not its corporate capacity, and therefore the effect of denying the priority will generally issue to the benefit of [the failed institution’s] depositors and creditors rаther than the government.”
North Arkansas Medical Ctr. v. Barrett,
B. Deprivation of Property Without Due Process
Finally, defendants contend that § 1823(e) and
D’Oench, Duhme
violate procedural due process by depriving them of the opportunity to present all of their defenses, specifically the chance to present the defense that Bell Savings breached its agreement. But defendants do not face a procedural bar that prevents them from presenting this defense; rather they face a substantive law that eliminates the defense when it relies on an agreement that is not in writing. It is surely not a deprivation of due process every time the courts or legislature eliminate or limit a substantive defense that formerly existed.
See Chatham Ventures, Inc. v. Federal Deposit Ins. Corp.,
Furthermore, when CUL-DADD entered its agreement, it knew that if Bell Savings failed and the RTC became its receiver, only written agreements would serve as a defense to claims by the RTC. As the Fifth Circuit explained in
Campbell Leasing, Inc. v. Federal Deposit Ins. Corp.,
The judgment of the district court will be affirmed.
Notes
. The Director of the Office of Thrift Supervision ("OTS”) appointed RTC as conservator on March 15, 1991, after finding that Bell Savings was likely to incur losses as a result of unsafe and unsound practices. The conservatorship was replaced with a receivership on March 19, 1991 when OTS closed Bell Savings. OTS then formed Bell Federal as a chartered federal savings association with some of the assets and liabilities of Bell Savings, including the Note and loan documents involved in this case. On March 20, 1992, OTS shut down Bell Federal and appointed RTC as its receiver. RTC thus became the holder of the Note and loan documents at issue. RTC is the successor to all rights, title and interest in the note pursuant to 12 U.S.C. § 1821(d)(2), which applies to the RTC by virtue of 12 U.S.C. § 1441(a)(b)(4).
. Similarly, in
Federal Sav. & Loan Ins. Corp. v. Gemini Management,
. Defendants suggest that they might have been able to provide more specific writings if plaintiffs had given them unredacted copies of the minutes of the bank's Board of Director Meetings. However, Joanne Klutz, an investigator for the RTC, stated in her affidavit that no redacted material in the redacted minutes given to defendants related to CUL-DADD. Furthermore, defendants have provided us with no reason to expect that a more concrete agreement lies hidden in the ■ RTC’s files. Given that we review district court decisions regarding discovery only for abuse of discretion,
see Public Loan Co. v. Federal Deposit Ins. Corp.,
.In addition to failing to constitute an "agreement ... in writing,” the agreement asserted by defendants fails to meet § 1823(e)'s requirement that the agreement be approved by the "board of directors of the depository institution or its loan committee, which approval shall be reflected in the minutes of said board or committee.” 12 U.S.C. § 1823(e). The only writings defendants point to which were approved by the bank's board or loan committee Eire the Loan Committee Meeting Minutes referring to the loan as an "interim mortgage loan.” These writings by themselves do not reflect approval of an agreement for a loan beyond the initial $2,230,000.00.
. Even if we were to apply Pennsylvania contract law, the result would be the same. Under Pennsylvania contract law, "[t]o satisfy the statute of frauds, a memorandum of a contract must show all the essential terms and conditions of the contract with reasonable certainty.” 16 P.L.E., Statute of Frauds § 54 (citations omitted). For example, in
Pierro v. Pietro,