Exec. Leasing Corp. v. Banco Popular De Puerto Rico, 48 F.3d 66 (1st Cir. 1995). · Go Syfert
Exec. Leasing Corp. v. Banco Popular De Puerto Rico, 48 F.3d 66 (1st Cir. 1995). Cases Citing This Book View Copy Cite
“to consider the extrinsic evidence at all, the court must first find the relevant terms of the agreement unclear.”
117 citation events (74 in the last 25 years) across 12 distinct courts.
Strongest positive: MasTec North America, Inc. v. Puerto Rico Telephone Company (prd, 2026-02-25)
Treatment trajectory · 1995 → 2026 · click a year to view as-of
1995 2010 2026
Top citers, strongest first. 50 distinct citers. How cited ↗
discussed Cited as authority (verbatim quote) MasTec North America, Inc. v. Puerto Rico Telephone Company
D.P.R. · 2026 · quote attribution · 1 verbatim quote · confidence high
to consider the extrinsic evidence at all, the court must first find the relevant terms of the agreement unclear.
discussed Cited as authority (verbatim quote) Yordan v. Burleigh Point, Ltd. (2×) also: Cited as authority (rule)
D.P.R. · 2007 · signal: see · quote attribution · 1 verbatim quote · confidence high
o consider extrinsic evidence at all, the court must first find the relevant terms of the agreement unclear.
discussed Cited as authority (rule) Christopher Schoonover v. Burnell Controls, Inc.
Mass. Super. Ct. · 2026 · confidence medium
The proposed new counterclaims are all time- barred because deposition testimony by Thomas Burnell—who is the CEO of Burnell Controls and testified as the company’s Rule 30(b)(6) designee— establishes that Burnell had actual knowledge more than four years before this civil action was filed that Schoonover had repudiated his fiduciary obligation of loyalty by engaging in the conduct giving rise to the new claims. -------------------------------------------- [1] Accord, e.g., Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 71 (1st Cir. 1995); Milanese v. Rust-Oleum Cor…
cited Cited as authority (rule) Dr. Evelyn Matta Fontanet, et al. v. MSO of Puerto Rico, LLC; et al.
D.P.R. · 2025 · confidence medium
Supplies, Inc. v. Cesar Castillo Inc., 96 F.3d 10, 15 (1st Cir. 1996) (quoting Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir. 1995)).
cited Cited as authority (rule) Gonzalez-Lopez v. Municipality of San Juan
D.P.R. · 2025 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir. 1995); see also Heirs of Ramírez v. Superior Court, 81 P.R.R. 347 , 351 (1959).
discussed Cited as authority (rule) Seafreeze Shoreside, Inc. v. US Dep't of the Interior
1st Cir. · 2024 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 67-68 (1st Cir. 1995) (parties must include within the four corners of their briefs any arguments they wish the court to consider and cannot circumvent page limits through incorporation by reference of arguments made elsewhere).
discussed Cited as authority (rule) The Board of Trustees v. ILA Local 1740, AFL-CIO (2×)
1st Cir. · 2024 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir. 1995)); In re Advanced Cellular Sys., Inc., 483 F.3d 7, 12 (1st Cir. 2007); see also IOM Corp. v. Brown Forman Corp., 627 F.3d 440, 447 (1st Cir. 2010).
discussed Cited as authority (rule) The Board of Trustees v. ILA Local 1740, AFL-CIO (2×)
1st Cir. · 2024 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir. 1995)); In re Advanced Cellular Sys., Inc., 483 F.3d 7, 12 (1st Cir. 2007); see also IOM Corp. v. Brown Forman Corp., 627 F.3d 440, 447 (1st Cir. 2010).
cited Cited as authority (rule) FOMB v. AmeriNational Community Services, LLC
1st Cir. · 2024 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir. 1995)).
discussed Cited as authority (rule) John W. Baldwin, Jr., Robert N. Baldwin, James R. Baldwin, and John E. Baldwin v. Thomas P. Connor, Jr., Maria H. Connor, John J. Connor, II, Nicholas Kourtis, Polyvinyl Films, Inc., and Indusol, Inc.
Mass. Super. Ct. · 2024 · confidence medium
“Leave to amend a complaint is futile when the complaint as amended would still be properly dismissed or be immediately subject to summary judgment for the defendant.” Cockrell v. Sparks, 510 F.3d 1307, 1310 (11th Cir. 2007).[10] Although Cockrell and -------------------------------------------- [10] Accord, e.g., Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 71 (1st Cir. 1995); Milanese v. Rust-Oleum Corp., 244 F.3d 104, 110 (2d Cir. 2001); Steinburg v. Chesterfield County Planning Comm’n, 527 F.3d 377, 390-391 (4th Cir. 2008); King v. East St.
discussed Cited as authority (rule) DeMario v. Lamadrid-Maldonado
D.P.R. · 2023 · confidence medium
“Under Puerto Rican law, an agreement is ‘clear’ when it can be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation[.]” Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir. 1995); see also Heirs of Ramírez v. Superior Court, 81 P.R.R. 347 , 351 (1959).
cited Cited as authority (rule) Rivera Molina v. Casa La Roca, LLC
D.P.R. · 2023 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir. 1995))).
discussed Cited as authority (rule) DeMario v. Lamadrid-Maldonado
D.P.R. · 2023 · confidence medium
“Under Puerto Rican law, an agreement is ‘clear’ when it can ‘be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation[.]’” Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir. 1995)(quotation omitted); see also Heirs of Ramírez v. Superior Court, 81 P.R.R. 347 , 351 (1959).
discussed Cited as authority (rule) The Board of Trustees v. ILA Local 1740, AFL-CIO (2×)
D.P.R. · 2022 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir. 1995))).
discussed Cited as authority (rule) Roca v. LM Waste Services Corp. (2×)
D.P.R. · 2022 · confidence medium
Specifically, the First Circuit has found that “an agreement is clear when it can be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation.” Borschow Hospital and Medical Supplies, Inc. v. Cesar Castillo, 96 F.3d 10, 14 (1st Cir. 1996) (quoting Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir. 1995).
discussed Cited as authority (rule) Roca v. LM Waste Services Corp. (2×)
D.P.R. · 2022 · confidence medium
Specifically, the First Circuit has found that “an agreement is clear when it can be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation.” Borschow Hospital and Medical Supplies, Inc. v. Cesar Castillo, 96 F.3d 10, 14 (1st Cir. 1996) (quoting Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir. 1995).
discussed Cited as authority (rule) Vogel v. Universal Insurance Company
D.P.R. · 2021 · confidence medium
“Under Puerto Rican law, an agreement is ‘clear’ when it can ‘be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation[.]’” Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir. 1995); see also Heirs of Ramírez v. Superior Court, 81 P.R.R. 347 , 351 (1959).
discussed Cited as authority (rule) Galarza-Cruz v. Grupo HIMA San Pablo, Inc.
D.P.R. · 2020 · confidence medium
“Under Puerto Rican law, an agreement is ‘clear’ when it can ‘be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation....’” Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.); see also Heirs of Ramírez v. Superior Court, 81 P.R.R. 347 , 351 (1959).
discussed Cited as authority (rule) US Premium Finance v. Five Development Holdings, Inc.
D.P.R. · 2020 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir. 1995). 5 Nonetheless, Five Development argues that since US Premium checked the “Claimant” 6 || box when filing its claims in the administrative proceedings it was filing them on its own behalf, 7 || and thus, the section regarding third party claimants of the Insurance Code of Puerto Rico applied. 8 ||(Docket No. 23 at 5) (see_also P.R.
cited Cited as authority (rule) R & T Roofing Contractor, Corp. v. Fusco Corp.
D.P.R. · 2017 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir. 1995) (recognizing the same).
cited Cited as authority (rule) Caribbean Seaside Heights Properties, Inc. v. Erikon LLC
1st Cir. · 2017 · confidence medium
Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir. 1995).
cited Cited as authority (rule) United States v. Burgos-Montes
1st Cir. · 2015 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 67-68 (1st Cir.1995).
discussed Cited as authority (rule) Padilla-Ruiz v. United States
1st Cir. · 2015 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 67 (1st Cir.1995) (“Tf counsel desires our consideration of a particular argument, the argument must appear within the four corners of the brief filed in this court.’ ” (quoting Katz v. King, 627 F.2d 568, 575 (1st Cir.1980))).
cited Cited as authority (rule) Rishell v. Medical Card System, Inc.
D.P.R. · 2013 · confidence medium
Leasing Corp. v. Banco Popular De Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995) (quoting Catullo v. Metzner, 834 F.2d 1075, 1079 (1st Cir. 1987)).
discussed Cited as authority (rule) Rishell v. Medical Card System, Inc.
D.P.R. · 2013 · confidence medium
A contract is unambiguous when it can “be understood in one sense alone, without leaving any room for doubt, controversies or differencefs] of interpretation ...” Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995) (quoting Catullo v. Metzner, 834 F.2d 1075, 1079 (1st Cir.1987)).
cited Cited as authority (rule) Alejandro-Ortiz v. P.R. Elec. Power Auth.
D.P.R. · 2012 · confidence medium
Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir.1995) (holding that under Puerto Rico law, extrinsic evidence of intent may be resorted to only after a finding of ambiguity).
cited Cited as authority (rule) Mercado-Salinas v. Bart Enterprises International, Ltd.
D.P.R. · 2012 · confidence medium
Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995) (“[T]o consider extrinsic evidence at all, the court must first find the relevant terms of the agreement unclear.”)). a.
cited Cited as authority (rule) IOM CORP. v. Brown Forman Corp.
1st Cir. · 2010 · confidence medium
Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995); see also Borschow Hosp. & Med.
discussed Cited as authority (rule) MB Auto Care Management, Inc. v. Plaza Carolina Mall, L.P. (2×) also: Cited "see, e.g."
D.P.R. · 2010 · confidence medium
Said article provides that “[i]f the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.” “Under Puerto Rico law, an agreement is ‘clear’ when it can ‘be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation ...’” Executive Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir.1995) (citing Catullo v. Metzner, 834 F.2d 1075, 1079 (1st Cir.1987)).
cited Cited as authority (rule) Costa v. Marotta, Gund, Budd & Dzera, LLC
1st Cir. · 2008 · confidence medium
Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 67 (1st Cir.1995). 5 This court ordinarily regards such an “incorporated by reference” argument as forfeited.
discussed Cited as authority (rule) Entact Services, LLC v. Rimco, Inc.
D.P.R. · 2007 · confidence medium
Laws Ann. § 3471. “[A]n agreement is clear when it can be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation ...” Borschow Hosp. & Medical Supplies, Inc. v. Cesar Castillo, Inc., 96 F.3d at 15 (quoting Executive Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir.1995)).
discussed Cited as authority (rule) IOM CORP. v. Brown-Forman Corp.
D.P.R. · 2007 · confidence medium
Borschow Hosp., 96 F.3d at 16 (“we mean what we say, and say what we mean: extrinsic evidence of the parties’ intent is inadmissible in the face of a clear and unambiguous contract term under Puerto Rico Law.”); Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995) (“[y]et to consider the extrinsic evidence at all, the court must first find the relevant terms of the agreement unclear.”); Marina Ind. Inc. v. Brown Boveri Corp., 114 D.P.R. 64, 72 (1983) (“[t]he strict mandate of the cited art. 1233 obliges us to abide by the literal meaning of the ter…
discussed Cited as authority (rule) Citibank, N.A. v. Allied Management Group, Inc.
D.P.R. · 2007 · confidence medium
For Article 1233 purposes, “an agreement is ‘clear’ when it can ‘be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation.’ ” Borschow, 96 F.3d at 15 (quoting Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995)).
cited Cited as authority (rule) Stanton v. Metro Corporation
1st Cir. · 2006 · confidence medium
Leasing Corp. v. Banco Popular De P.R., 48 F.3d 66, 67 (1st Cir.1995).
discussed Cited as authority (rule) Franceschi v. Hospital General San Carlos, Inc.
D.P.R. · 2004 · confidence medium
Furthermore, “an agreement is ‘clear’ when it can ‘be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation....’” Borschow Hosp. & Medical Supplies, Inc. v. César Castillo, Inc., 96 F.3d at 15 (quoting Executive Leasing Corp. v. Banco Popular De Puerto Rico, 48 F.3d 66, 69 (1st Cir.1987)).
discussed Cited as authority (rule) United States v. Soto-Beniquez
1st Cir. · 2003 · confidence medium
“If counsel desires our consideration of a particular argument, the argument must appear within the four corners of the brief *44 filed in this court.” Executive Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 67-68 (1st Cir.1995).
discussed Cited as authority (rule) United States v. Soto-Beniquez
1st Cir. · 2003 · confidence medium
"If counsel desires our consideration of a particular argument, the argument must appear within the four corners of the brief filed in this court." Executive Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 67-68 (1st Cir. 1995).
discussed Cited as authority (rule) Equitable Life Assurance Society of the United States v. Softex Products, Inc. (2×) also: Cited "see"
1st Cir. · 2003 · confidence medium
If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail.”); Executive Leasing Corp. v. Banco Popular de P.R., 48 F.3d 66, 69 (1st Cir.1995) (“[T]o consider the extrinsic evidence at all, the court must first find the relevant terms of the agreement unclear.”).
discussed Cited as authority (rule) March v. Levine (2×)
Tenn. Ct. App. · 2003 · confidence medium
The First Circuit has left no doubt that `the further along a case is toward trial, the greater the threat of prejudice and delay when new claims are belatedly added.' Executive Leasing Corporation v. Banco Popular de Puerto Rico, 48 F.3d 66, 71 (1st Cir.)" See also Groth v. Orkin Exterminating Co., Inc., 909 F.Supp. 1143 (C.D.Ill.1995); Berger v. Edgewater Steel Co., 911 F.2d 911 (3rd Cir.1990); Grant v. News Group Boston, Inc., 55 F.3d 1 (1st Cir.1995).
discussed Cited as authority (rule) Constructora Andrade Gutierrez, S.A. v. American International Insurance
D.P.R. · 2003 · confidence medium
“Under Puerto Rico law, an agreement is ‘clear’ when it ‘can be understood in one sense alone, without leaving any room for doubt, controversies or dif *86 ference of interpretation....'" Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995) (citations omitted); Hopgood v. Merrill Lynch, Pierce, Fenner & Smith, 839 F.Supp. 98, 104 (D.P.R.1993); see also Article 1233 of Puerto Rico’s Civil Code, P.R.
discussed Cited as authority (rule) Johnson v. Spencer Press of Maine, Inc.
D. Me. · 2002 · confidence medium
As the First Circuit has observed, “The further along a ease is toward trial, the greater the threat of prejudice and delay when new claims are belatedly added.” Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 71 (1st Cir.1995) (citation and internal quotation marks omitted); see also, e.g., Andrews v. Bechtel Power Corp., 780 F.2d 124, 139 (1st Cir.1985) (“An addition of a new claim close to trial when discovery is essentially complete and trial strategy already planned invariably delays the resolution of a case, and delay itself may be considered prejudicial.]”) …
discussed Cited as authority (rule) Myers v. Silva
D.P.R. · 2002 · confidence medium
Laws Ann. § 2994; Martinez Moll v. Levitt & Sons of Puerto Rico, Inc., 583 F.2d 565, 568 (1st Cir.1978); Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995); Garcia v. World Wide Entmt.
discussed Cited as authority (rule) Perry March v. Lawrence Levine
Tenn. Ct. App. · 2002 · confidence medium
The First Circuit has left no doubt that ‘the further along a case is toward trial, the greater the threat of prejudice and delay when new claims are belatedly added.’ Executive Leasing Corporation v. Banco Popular de Porta Rico, 48 F.3d 66, 71 (1st Cir.)” See also Groth v. Orkin Exterminating Co., Inc., 909 F.Supp. 1143 (C.D.
discussed Cited as authority (rule) Adria International Group, Inc. v. Ferré Development, Inc.
1st Cir. · 2001 · confidence medium
Supplies, Inc. v. Cesar Castillo, Inc., 96 F.3d 10, 15 (1st Cir.1996), quoting Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995); see also Heirs of Ramírez v. Superior Court, 81 P.R.R. 347 , 351 (1959).
cited Cited as authority (rule) United States v. Cesar Orlando Torres-Rosa, A/K/A Lando, A/K/A Orlan
1st Cir. · 2000 · confidence medium
Executive Leasing Corp. v. Banco Popular, 48 F.3d 66, 67-68 (1st Cir.1995) (rejecting attempt to incorporate memoranda filed in the district court by reference).
cited Cited as authority (rule) Velazquez Casillas v. Forest Laboratories, Inc.
D.P.R. · 2000 · confidence medium
Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995).
discussed Cited as authority (rule) Twin County Grocers, Inc. v. Mendez and Co., Inc.
D.P.R. · 1999 · confidence medium
The court is impeded from concluding that the exclusivity scope of the agreements is “clear”, meaning that it can “be understood in one sense alone, without leaving any room for doubt, controversies, or differences of interpretation.” Borschow Hospital & Medical v. Cesar Castillo, 96 F.3d 10, 15 (1st Cir.1996) (citing Executive Leasing Corp. v. Banco Popular De Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995)).
discussed Cited as authority (rule) Caribbean Forms Manufacturers Inc. v. Karon
D.P.R. · 1999 · confidence medium
“Under Puerto Rican law, an agreement is ‘clear’ when it can ‘be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation ....’” Id. (quoting Executive Leasing Corp. v. Banco Popular de Puerto Rico, 48 F.3d 66, 69 (1st Cir.1995)) (other citations omitted).
Retrieving the full opinion text from the archive…
EXECUTIVE LEASING CORPORATION, Et Al., Appellants,
v.
BANCO POPULAR DE PUERTO RICO, Et Al., Appellees
94-1877.
Court of Appeals for the First Circuit.
Feb 27, 1995.
48 F.3d 66
Harold D. Vicente, with whom Vicente & Cuebas were on brief for appellants., Nestor Duran-Gonzalez, with whom Jaime E. Toro-Monserrate and McConnell Valdez were on brief for appellees.
Selya, Bownes, Stahl.
Cited by 92 opinions  |  Published
BOWNES, Senior Circuit Judge.

The plaintiffs, Executive Leasing Corporation, Manuel Gonzalez Gierbolini and Luz Iraida Gonzalez (both personally and on behalf of their conjugal partnership), allege that defendants Banco de Ponce (now Banco Popular de Puerto Rico, as successor-in-interest) and BanPonce Corporation (collectively, “Banco”) violated various provisions of the Bank Holding Company Act (BHCA), 12 U.S.C. §§ 1971 et seq., and Puerto Rico law in their loan transactions with the plaintiffs. The district court entered summary judgment for the defendants on the BHCA claim and dismissed the pendent claims without prejudice. Executive Leasing Corp. v. Ban-co Popular de Puerto Rico, 1994 WL 448985 (D.P.R. June 20, 1994). The plaintiffs appeal, and we affirm.

As a threshold matter, we think that the plaintiffs seriously misconceive their burden on appeal. The plaintiffs make little effort to develop either their factual allegations or their claims of error; instead, they offer conelusory statements, undigested record citations, repeated assurances that the district court was “thoroughly briefed” on various matters, and reminders that in reviewing a grant of summary judgment, we are “free to consider the entire record.” The plaintiffs brief is less a brief than an attempt to incorporate their voluminous district court pleadings by reference. [1] We have held that attorneys cannot circumvent the page limit of Fed.RApp.P. 28(g) by incorporating by reference a brief filed in another forum. Katz v. King, 627 F.2d 568, 575 (1st Cir.1980). “If counsel desires our consideration of a particular argument, the argument must appear within the four corners of the brief filed in[*68] this court.” Id. See also Hunter v. Allis-Chalmers Corp., 797 F.2d 1417, 1430 (7th Cir.1986) (issues cannot be preserved by reference to documents filed in the district court; issues must be argued to be preserved); Prudential Ins. Co. of Am. v. Sipula, 776 F.2d 157, 161 n. 1 (7th Cir.1985) (practice of incorporation results in a composite brief of more than fifty pages; “any risk of oversight [by the court] or of the failure to present properly the arguments on appeal rests with [appellant]”).

These appellate rules are wholly consistent with our de novo review of summary judgments. [2] While we view the summary judgment record in the light most favorable to the nonmoving party, and indulge all reasonable inferences in that party’s favor, see, e.g., Vasapolli v. Rostoff, 39 F.3d 27, 32-(1st Cir.1994), appellants are not excused from arguing the issues being appealed. We will not rely upon arguments and allegations that are developed only in the district court pleadings.

In light of these principles, most of the plaintiffs’ appellate arguments must be deemed waived for lack of developed argumentation. See United States v. Zannino, 895 F.2d 1, 17 (1st Cir.), cert. denied, 494 U.S. 1082, 110 S.Ct. 1814, 108 L.Ed.2d 944 (1990). We address only those arguments that have arguably been preserved. [3]

I. FACTS

In May, 1983, Executive Leasing Corporation (“Executive”) entered a loan agreement with Banco, whereby Executive obtained a line of credit for its principal business, long-term vehicle leasing. As collateral, Executive assigned to Banco the accounts receivable generated by its lease contracts. Part of the loan was to be used to discharge Executive’s debt to another bank.

As a condition for the loan, Banco allegedly prohibited Executive from financing its leasing business with any other bank. This claimed exclusive dealing condition does not appear in the loan agreement. In fact, the agreement has an integration clause that provides:

[This agreement] constitutes the entire agreement among the parties.... No covenant or condition not expressed in this agreement shall affect or be effective to interpret, change or restrict this agreement. No change, termination or attempted waiver shall be binding unless in writing.,

The exclusive dealing' condition was allegedly part of Banco’s scheme to drive Executive out of business and to take over its vehicle leasing operation for the. benefit of Banco’s corporate affiliate, Velco, which happened to be Executive’s main competitor. To that end, Banco allegedly structured Executive’s line of credit to create an inherent liquidity shortage; made premature and improper charges against Executive’s account; and improperly refused to extend new credit to Executive when it was not in default.

Executive eventually fell behind in its loan payments. In December, 1987, Banco called the loan. Plaintiffs claim that it did so without granting Executive a meaningful opportunity to obtain alternative financing, or placing Executive on default status as required by the loan agreement. In March, 1988, the parties entered an agreement to terminate the loan agreement. Executive agreed to transfer its main assets and all of its lease contracts — even those in which Banco had no previous interest — to Banco, allegedly for the benefit of Velco.

[*69] The plaintiffs claim that under the Bank Holding Company Act, both- the initial loan agreement and the 1988 termination agreement were extensions of credit conditioned upon a prohibited tying arrangement.

II. DISCUSSION

A. The loan agreement

The plaintiffs argue that Banco violated the BHCA by extending credit to Executive on condition that it “not obtain some other credit, property, or service from a competitor of such bank....” 12 U.S.C. § 1972(1)(E). [4] Because no such restriction appears in the agreement itself, and the loan agreement, by its clear language, “constitutes the entire agreement among the parties,” the district court rejected the plaintiffs’ extrinsic evidence of the exclusive dealing condition, including their own sworn affidavits. See Executive Leasing, 1994 WL 448985, at *7 (citing P.R. Laws Ann. tit. 32, App. IV, R. 69(B) (1988) (Parol Evidence Rule) (evidence extrinsic to an oral or written agreement is inadmissible where “all the terms and conditions constituting the true and final intention of the parties have been included”); P.R. Laws Ann. tit. 31, § 3471 (1991) (Article 1233 of the Civil Code) (“If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed_”); Vulcan Tools of Puerto Rico v. Makita USA, Inc., 23 F.3d 564, 567 (1st Cir.1994) (applying Puerto Rico law; “[w]hen an agreement leaves no doubt as to the intent of the parties, a court should not look beyond the literal terms of the contract.”)).

Under Puerto Rico law, an agreement is “clear” when it can “ ‘be understood in one sense alone, without leaving any room for doubt, controversies or difference of interpretation....’” Catullo v. Metzner, 834 F.2d 1075, 1079 (1st Cir.1987) (quoting Heirs of Ramirez v. Superior Court, 81 P.R.R. 347, 351 (1959)). The plaintiffs concede that the loan agreement is clear. They argue, however, that the written agreement was not in fact the entire agreement, and that we must consider extrinsic evidence of the parties’ intent with respect to integration. This argument is supported by a selective reading of Article 1233 of Puerto Rico’s Civil' Code, P.R. Laws Ann. tit. 31, § 3471:

If the terms of a contract are clear and leave no doubt as to the intentions of the contracting parties, the literal sense of its stipulations shall be observed.
If the words should appear contrary to the evident intention of the contracting parties, the intention shall prevail.

Relying exclusively on the second sentence quoted, the plaintiffs argue that the words of the integration clause are in fact “contrary to the evident intention of the contracting parties.” Yet to consider the extrinsic evidence at all, the court must first find the relevant terms of the agreement unclear. That requirement not being met, the district court correctly went no further. See Vulcan, 23 F.3d at 564 (because the contractual term “non-exclusive” is clear and unambiguous, there is “no need to dwell on” extrinsic evidence of the supplier’s alleged promise to limit the number of its distributors); Ballester Hermanos, Inc. v. Campbell Soup Co., 797 F.Supp. 103, 108 n. 4 (D.P.R.1992) (under Puerto Rico’s Civil Code and parol evidence rule, parties may resort to extrinsic evidence of circumstances surrounding the document “to assist in the interpretation of an apparent conflict in the written text”) (emphasis added); Nike Int’l Ltd. v. Athletic Sales, Inc., 689 F.Supp. 1235 (D.P.R.1988) (under Article 1233 of the Civil Code, intent of the parties “is to be gleaned first from the literal terms of the contract and then, if necessary, from the circumstances surrounding its execution”) (emphasis added). [5]

[*70] The plaintiffs attempt to distinguish our decision in Vulcan Tools, 23 F.3d at 567-68, where we excluded extrinsic evidence that was offered to vary a clear and unambiguous term of the contract, on the ground that fraud and illegality were not alleged. This argument is made only by the attempted incorporation of a surreply filed with the district court; accordingly, it has been waived. In their original complaint, the plaintiffs made no allegation regarding exclusive dealing, let alone fraud. Fraud was not alleged in the amended complaint, or even in the tendered, but rejected, second amended complaint.

Even were we to reach the argument of illegality, we would reject it on the merits. The plaintiffs’ extrinsic evidence was offered not to illuminate (for example) the circumstances under which the agreement was made, see R. 69(B), but to contravene an express term of the agreement. The plaintiffs have cited no authority to suggest that the illegality exception to Puerto Rico’s parol evidence rule sweeps this far. The district court correctly excluded any evidence of the exclusive dealing condition.

B. The termination agreement

Under the BHCA, banks may not require, as a condition for extending credit, that “the customer provide some additional credit, property, or service to a bank holding company of such bank, or to any other subsidiary of such bank holding company.” 12 U.S.C. § 1972(1)(D). The plaintiffs allege that Ban-co violated § 1972(1)(D) by forcing Executive to surrender its vehicle leasing business to Banco for the benefit of its leasing affiliate, Velco. [6]

The plaintiffs make only a cursory argument that Executive was in fact required to provide “additional ... property” (as opposed to the collateral for the loan) within the meaning of the BHCA. For a “detailed exposition of the facts” and the plaintiffs’ legal theories, we are directed to their pleadings below. We rule that the plaintiffs’ argument under § 1972(1)(D) has been waived. [7]

We turn now to two claims of procedural error, which we assess in light of their effect (if any) upon the summary judgment proceedings.

C. The second amended complaint

The plaintiffs argue that the district court abused its discretion by denying them leave to file a second amended complaint. On January 18, 1994, the district court heard arguments on the need for a stay of discovery pending Banco’s motion for summary judgment on the BHCA claims. The plaintiffs gave no hint that a second amended complaint was in the offing. By order of the court, Banco was to move for summary judg[*71] ment by February 7, 1994, and the trial was scheduled for April 18, 1994. On February 1,1994, the plaintiffs unexpectedly moved for leave to file a second amended complaint. The motion remained pending when the district court entered summary judgment for Banco.

Rule 15(a) of the Federal Rules of Civil Procedure provides in part that leave to amend pleadings “shall be freely given when justice so requires.” Absent factors such as undue delay, bad faith or dilatory motive, repeated failure to cure deficiencies by previous amendments, undue prejudice to the opposing party, or “futility of amendment,” the leave sought should be granted. Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 230, 9 L.Ed.2d 222 (1962).

We are confident that the district court did not abuse its “considerable discretion” by implicitly rejecting the second amended complaint. Rodriguez v. Banco Central Corp., 990 F.2d 7, 14 (1st Cir.1993). This was the second time that the plaintiffs had attempted to amend their complaint to forestall a dispositive motion (in this instance, Banco’s summary judgment motion). The first motion for leave to file an amended complaint came after the original complaint was dismissed. Moreover, after nearly five years of litigation and a prior amendment of the complaint, and with the trial less than three months away, the plaintiffs made allegations for the first time against Banco Popular, the successor-in-interest to defendant Banco de Ponce, based on conduct that took place after the termination of the loan agreement — conduct that “has continued to this date.” “The further along a case is toward trial, the greater the threat of prejudice and delay when new claims are belatedly added.” Rodriguez, 990 F.2d at 14. Although the district court should have “state[d] explicitly its reasons for den[ying]” leave to amend, Kay v. New Hampshire Democratic Party, 821 F.2d 31, 34-35 (1st Cir.1987), this reason for the denial is plain from the procedural history of the case: the plaintiffs were trying to prolong discovery and postpone a ruling on the summary judgment motion in the hope that “something concrete will eventually materialize.... ” Dow v. United Bhd. of Carpenters & Joiners of Am., 1 F.3d 56, 58 (1st Cir.1993).

The tendered complaint would have been futile in any event because it could not have blocked summary judgment on the jurisdictional BHCA claims. See Kay, 821 F.2d at 34 (“for the sole reason that [the proposed] amendment would have been futile, it was properly denied”) (citing Foman, 371 U.S. at 182, 83 S.Ct. at 230). On appeal, the plaintiffs point to no particular amendment that might with appropriate discovery have raised a genuine issue of material fact.

For all of these reasons, we reject the argument that the plaintiffs should have been allowed to file a second amended complaint.

D. The stay of discovery

The plaintiffs argue that the district court abused its discretion by staying discovery during the summary judgment proceedings, and by denying their Fed.R.Civ.P. 56(f) motion for additional discovery. This argument has not been adequately developed on appeal and must be deemed waived. See, e.g., Plaintiffs’ Brief at 26 (“Executive also showed, with great particularity, where discovery stood at the time. [That discussion is incorporated by reference[.] ... ]”) (citing two district court pleadings). We have searched the plaintiffs’ brief in vain for a. showing that their discovery requests, whether those pending at the time of the stay or those made pursuant to Rule 56(f), were necessary or even relevant to their opposition to summary judgment on the BHCA claims. Again, the plaintiffs fail to address the specific manner in which they were allegedly prejudiced by the claimed error.

Double costs are assessed against plaintiffs’ attorneys pursuant to Fed.R.App.P. 38. and 28 U.S.C. § 1927.

Affirmed.

1

. See, e.g., Plaintiffs' Brief at 29 (“The analysis of the extrinsic evidence controversy ... which was proffered by Executive to the District Court deals adequately with the matter and it is incorporated by reference.”); id. at 35 (“Executive explained the civil law methodology [for dealing with extrinsic evidence in cases alleging illegality or fraud] to the District Court and Executive's explanation is incorporated by reference.”); id. at 41 ("Executive provided the District Court with Executive's own understanding of ... the elements of a BHCA claim.... Executive respectfully directs the attention of this Court to the relevant materials, and incorporates them by reference.”) (there follows a citation to forty pages of the plaintiffs’ brief in opposition to summary judgment). The brief is littered with many more examples of implicit incorporation in lieu of factual and legal argument. See, e.g., id. at 31, 39, 40-41 (two examples), 43-46 (four examples).

2

. Summary judgment is appropriate when the record reflects "no genuine issue as to any material fact and ... the moving party is entitled to judgment as a matter of law.” Fed.RXiv.P. 56(c).

3

. Alerted by Banco's brief to their possible waiver, the plaintiffs use their reply brief to “set forth a succinct and veridic version of the facts ... with limited references to the documents which are part of the record.” Arguments not made in • the appellant's opening brief, however, are deemed waived. See, e.g., Sandstrom v. Chem-lawn Corp., 904 F.2d 83, 86 (1st Cir.1990). Moreover, the plaintiffs have not cured the defects of their opening brief. Although Banco’s alleged loan agreement violations, use of "disinformation," and other anti-competitive practices may be highly relevant to the plaintiffs' claims under Puerto Rico law, the reply brief also fails to raise a genuine issue of material feet with respect to the BHCA claims.

4

. Under 12 U.S.C. § 1972(1)(E), a bank may not, among other things, extend credit on the condition or requirement that "the customer shall not obtain some other credit, properly, or service from a competitor of such bank ... other than a condition or requirement that such bank shall reasonably impose in a credit transaction to assure the soundness of the credit.”

5

. The plaintiffs cite several civil law treatises for the proposition that the correct methodology for determining the intention of contracting parties is "to consider, not only the written contract[*70] itself, but all other evidence which would otherwise be admissible.” The admissibility of the "other evidence" under Puerto Rico law, however, depends in the first instance on the clarity of the written contract. See Vulcan Tools, 23 F.3d at 567-68; Mercado-Garcia v. Ponce Fed. Bank, 979 F.2d 890, 894 (1st Cir.1992) (where both parties offered extrinsic evidence contradicting the clear terms of a promissory note, court is nonetheless "bound to look no further than the note itself”).

We note, too, that the plaintiffs' extrinsic evidence of the actual practice of the parties would not have blocked summary judgment on their § 1972(1)(E) claim. For example, Banco tolerated Executive's repeated overdrafts and delays in payment, even though the loan agreement required Executive to pay on time. The practice of permitting late payments and overdrafts strikes us as a reasonable accommodation to Executive; it raises no genuine question regarding the integration of the agreement. As for Banco’s other alleged deviations from the loan agreement, the integration clause provides that "no change ... shall be binding unless in writing” (emphasis added). This is not a representation that there would never be any variance, however small, from the agreement. With respect to terms that the parties intended to be binding and enforceable, nothing plaintiffs have articulated on appeal leads us to doubt that the loan agreement should "be deemed as complete” under Puerto Rico's parol evidence rale. P.R. Laws Ann. tit. 32, App. IV, R. 69(B). In fact, on several occasions when Banco renewed Executive’s line of credit or adjusted the terms of the loan, it did so in writing as required by the loan agreement.

6

. Banco incorrectly asserts that the plaintiffs never invoked § 1972(1)(D) before the district court. In fact, references to that section appear in the plaintiffs' opposition to summary judgment.

7

. We therefore need not decide whether the workout of the loan constituted an "exten[sion of] credit" within the meaning of the BHCA.