Badgett (P) took a loan from Security (D) to operate its dairy business. Three years later, they decided to quit the dairy business and asked for assistance in restructuring the loan to create a liquidation plan. One year later P decided to get back into the dairy business, and a new loan was negotiated; a new clause indicated that advances or increased commitments for any purpose are not contemplated at this time and that the written agreement contains the entire loan agreement. Once again, P decided to get out of the business and proposed a payment of $1,300,000 of the $1,500,000 due on the loan. D did not accept the offer. Eventually, the assets were liquidated by the D. P sued D. The trial court granted summary judgment for D. P appealed.

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