dissenting.
I respectfully dissent, essentially for the reasons set forth by the district court in FDIC v. Bowles Livestock Commission Co., 739 F.Supp. 1364 (D.Neb.1990).
The court today does not reach the question of the applicability of 12 U.S.C. § 1823(e) (1988). The district court properly applied section 1823(e) to this case, and it is dispositive of the issues before us.
As the district court stated:
[I]t is clear that Wehmer engaged in a course of dealing of which the Bank was familiar. The Bank’s continued acquiescence in Wehmer’s sale of collateral subject to its security interest and use of proceeds for operating expenses effectively modified the Bank’s security interest. This activity constitutes an implied agreement to alter the Bank’s right, title and interest in the collateral. The Court finds that the course of conduct and *1357understanding between Wehmer and the Bank is an “agreement” within the contemplation of 12 U.S.C. § 1823(e). See Langley v. FDIC, 484 U.S. 86 [108 S.Ct. 396, 98 L.Ed.2d 340] (1987); FDIC v. Galloway, 856 F.2d 112, 116 (10th Cir.1988).
Bowles, 739 F.Supp. at 1369-70. Because the agreement between Wehmer and the Bank was not in writing, it did not meet the requirement of section 1823(e)(1), and thus was not valid against the FDIC.
Little is to be gained by further discussion of issues that the district court treated so thoroughly. I would affirm the district court’s judgment.