[NOT FOR PUBLICATION - NOT TO BE CITED AS PRECEDENT]


            United States Court of Appeals
                        For the First Circuit
                        _________________
No. 02-1097
                    DARTMOUTH-HITCHCOCK CLINIC AND
                        HITCHCOCK CLINIC, INC.,

                       Plaintiffs, Appellants,

                                  v.
                 UNITED STATES LIFE INSURANCE COMPANY
                       IN THE CITY OF NEW YORK,
                         Defendant, Appellee.
                         ____________________

             APPEAL FROM THE UNITED STATES DISTRICT COURT
                  FOR THE DISTRICT OF NEW HAMPSHIRE
           [Hon. Steven J. McAuliffe, U.S. District Judge]
                        ____________________
                                Before

                Torruella and Lipez, Circuit Judges,
                and Schwarzer,* Senior District Judge.

                         ____________________
     Ronald L., Snow, with whom Jennifer A. Eber was on brief, for
appellants.
     William C. Nystrom, with whom Irwin B. Schwartz, Robert R.
Lucic and Elizabeth A. Bailey were on brief for appellee.
                         ____________________

                             July 29, 2002
                         ____________________

     *
      The Honorable William W Schwarzer, Senior United States
District Judge for the Northern District of California, sitting by
designation.
          Per Curiam.

                                             I.

              Dartmouth-Hitchcock Clinic and Hitchcock Clinic, Inc.

(Hitchcock)     brought   this     action    against     United   States     Life

Insurance Company (USLife) for injunctive and other relief against

cancellation     by   USLife     of    two   insurance    policies     covering

Hitchcock’s employees.1        USLife moved for summary judgment on three

grounds: that the policy gave USLife the absolute right to cancel

the policy on any anniversary date after the first, that it was

undisputed    that    USLife    gave   Hitchcock   no     assurances    to    the

contrary, and that the policy prohibited the agents of USLife from

changing the terms of the policy without written authorization from

USLife and none had been given.

             Hitchcock opposed the summary judgment motion on three

grounds: that whether USLife's agents had authority to vary the

terms of the policy raised triable issues of fact, that as a matter

of law the three-year rate guarantee from one such agent gave

Hitchcock coverage for that period of time, and that as a matter of

law the request for change of plan (extending the three-year rate

guarantee) was binding on USLife.

             The district court granted USLife’s motion on the ground

that the policy unambiguously reserved to USLife the right to


     1
      Because both policies contain identical terms and the
district court and the parties treat them as a single policy, we do
the same.

                                       -2-
cancel   the   policy   on   any    anniversary     date    after   the   first

notwithstanding the extension of a rate guarantee to Hitchcock.

Hitchcock then moved for reconsideration under Federal Rule of

Civil Procedure 59 on various grounds, none of which included an

assertion that ambiguity in the policy raised a triable issue of

fact.    The court denied the motion.

            Hitchcock now appeals from the judgment, contending for

the first time that ambiguities in the policy raised disputed

issues of fact entitling it to trial.          Hitchcock did not advance

this contention in its opposition to USLife’s motion for summary

judgment or in its motion for reconsideration.               Because of this

failure and the absence of "extraordinary circumstances," which

Hitchcock does not claim to exist, we affirm.              Clauson v. Smith,

, 666 (1st Cir. 1987); see also Landrau-Romero v. Banco

Popular de Puerto Rico, 

, 612 (1st Cir. 2000); United

States v. Zannino, 

, 17 (1st Cir. 1990).2

                                     II.

           Our   affirmance    on    the    basis   of     our   long-standing

forfeiture doctrine visits no prejudice on Hitchcock because its

position is wholly without merit. USLife issued a group disability



     2
      Hitchcock also appeals from the district court’s denial of
its Rule 56(f) motion. Fed. R. Civ. P. 56(f). It asserts error
because of ambiguities in the policy. We reject the assertion both
because it is barred by waiver, as noted above, and because
Hitchcock cites us to no abuse of discretion. Pub. Serv. Co. of
N.H. v. Hudson Light & Power, 

, 346 (1st Cir. 1991).

                                      -3-
insurance    policy     to    the   University       Physicians       Trust    (Trust).

Hitchcock was one of a number of participating employers who had

entered into agreements with the Trust, entitling it to selected

coverage provided by the policy.                 The policy described available

benefits and options, setting out general provisions, exclusions,

and means by which coverage could be terminated.                   With respect to

the latter, the policy provided that “USLife reserves the right to

end this policy on any policy anniversary after the first.”                           The

rights under the policy of each participating employer such as

Hitchcock were further defined in discrete plans of insurance by

which that employer obtained coverage under the policy.                               The

particular        employer’s    plan      specifies     the     premium       for     that

employer’s coverage and varies with the coverages elected.

            Hitchcock’s        dealings      with    respect     to    its     plan    of

insurance were entirely with Medical Group Financial Services, Inc.

(MGFS), the settlor and Trust administrator.                     It had no direct

contact with USLife.           In December 1997, MGFS offered Hitchcock a

new premium rate under its plan of insurance “guaranteed for three

years,” to end on December 31, 2000.                On December 21, 1998, USLife

notified MGFS that the policy would be canceled on the next

anniversary date, July 1, 1999.

             We    agree     with   the    district     court    that     the       policy

unambiguously gave USLife the right to cancel the policy on any

anniversary date after the first.                 The rate guarantee, on which


                                           -4-
Hitchcock would hang its hat, was the product of a wholly unrelated

transaction, to wit, MGFS’s negotiation of rates with Hitchcock

under the particular plan of insurance by which it secured coverage

under the policy. The policy deals specifically with the effect of

rate guarantees on USLife’s rights under the policy.   It provides

that USLife may change a premium on the day following the rate

guarantee date specified in an employer’s plan of insurance. Thus,

the policy unambiguously spells out USLife’s obligation under the

policy: it must provide coverage at the agreed-upon rate for the

period of the rate guarantee unless it cancels the (entire) policy

at the next anniversary date.    Given these specific provisions,

nothing in the policy gives rise to an issue whether Hitchcock’s

rate guarantee under its plan modified USLife’s right to terminate

the policy.

          Affirmed.




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