concurring in part and dissenting in part.
I concur in the result only to reverse the decision of the trial court relating to wool, sale proceeds and security priority rights in sheep branded X7 and respectfully dissent from any decision to otherwise affirm the directed verdict.1
*654This court, as did the trial court, achieves an evidentiary conclusion based on conflicting evidence to justify a directed verdict as adverse to the borrower to favor the lender. At issue was the contention of an ongoing agreement for the lender to provide operational capital to the borrowers. As is epidemic in general lending but more tragically in agriculture, the precipitous denial of capital by the lender, and particularly so at a time after a destructive storm resulting in heavy livestock loss, presaged inevitably the foreclosure and probable bankruptcy of the agriculturalist.
To the extent of denied jury resolution on issues of fact clearly to be discerned in the record presented as within broad parameters clearly defined of a lender’s cultivated expediency of asserted and anticipated funding, I dissent from the approval of the moralistic and legal default by the lender. Differing from the premier decision on lender liability, State Nat. Bank of El Paso v. Farah Mfg. Co., Inc., Tex.App., 678 S.W.2d 661 (1984), this court substitutes its conclusions within factual disputes “for those of the jury.”
“It is not within the province of the court to interfere with the jury’s resolution of conflicts in the evidence or to pass on the weight or credibility of the witness’ testimony. [Citations omitted.] Where there is conflicting evidence, the jury’s verdict on such matters is generally regarded as conclusive. [Citations omitted.]” Id. at 669.
My review of the entire record would provide a conviction that a jury case was first pleaded and then proven in trial evidence. The court now ignores a singular volume of developing cases of lender defaults of oral agreements and course of business arrangements. This is done by applying a strained interpretation to protect the defaulting lender who demands the impossible and feigns surprise when it does not occur. A more realistic and commercially reasonable application of banking principles and mutual responsibilities between borrower and lender is found in Sahadi v. Continental Illinois Nat. Bank and Trust Co. of Chicago, 706 F.2d 193, 196 (7th Cir.1983), where summary judgment in favor of the lender was reversed when the federal appellate court recognized:
“The limitations upon the use of summary judgment are stringent, and we may not affirm the district court’s order unless the record reveals the absence of any genuine issue of material fact. Fed. R.Civ.P. 56(c). We cannot agree with the district court that under Illinois law, expressly made applicable in the agreements here, this record presents no issues of material fact requiring a full trial. While outstanding issues of material fact may well exist also in relation to the Sahadis’ waiver and breach of ‘good faith’ claims, we need not reach those questions here and so confine our analysis for the purposes of this appeal to the issues of ‘material’ breach.”
With that court further continuing:
“The need for a complete factual inquiry into the underlying circumstances and *655commercial custom is especially acute where, as here, the purportedly breaching party claims that time was not of the essence of the contract. * * *
******
“Although we need not reach the question of whether summary judgment may properly be applied to plaintiffs’ assertion of waiver and ‘good faith,’ we hold that such a procedure was an inappropriate short-cut in resolving the necessarily fact-bound, complex question of ‘material’ breach.” Id. at 197, 200.
Current violated loan commitment cases with claimed factual issues and jury or bench trial resolution include Federal Land Bank of Omaha v. Gibbs, 809 F.2d 493 (8th Cir.1987) (remanded to state court for loan commitment, factual conflict resolution); Betterton v. First Interstate Bank of Arizona, 800 F.2d 732 (8th Cir.1986) (UCC duty of good faith as a contractual remedy); K.M.C. Co., Inc. v. Irving Trust Company, 757 F.2d 752, 759 (6th Cir.1985) (good faith is implied in every contract and this includes a financing agreement; questions of fact should be resolved by jury decision); Native Alaskan Reclamation and Pest Control, Inc. v. United Bank of Alaska, Alaska, 685 P.2d 1211 (1984); Alaska Statebank v. Fairco, Alaska, 674 P.2d 288 (1983) (course of dealing between the parties, altered rights established under pre-existing agreements); Clinton Federal Sav. & Loan Ass’n v. Iowa-Des Moines Nat. Bank, Iowa App., 391 N.W.2d 712, 719 (1986) (conflict factually between lead and participant lenders on an over-lined loan dispute where testimony regarding the practice in the banking community generally and of the lead lender specifically is relevant and material); Consolidated Am. Life Ins. Co. v. Covington, Miss., 297 So.2d 894, 896 (1974) (the trial court was not in error in failing to direct a verdict in favor of the lender); Shaughnessy v. Mark Twain State Bank, Mo.App., 715 S.W.2d 944 (1986); Yankton Production Credit Ass’n v. Larsen, 219 Neb. 610, 365 N.W.2d 430, 434 (1985) (genuine issues of material fact as to whether the PCA acted in good faith when it refused to loan the amount of the budgeted loan); and Pecos Const. Co. v. Mortgage Inv. Co. of El Paso, 80 N.M. 680, 459 P.2d 842 (1969) (business compulsion as economic duress is actionable). See likewise Bank of Fairbanks v. Kaye, 16 Alaska 23, 227 F.2d 566 (9th Cir.1955) (the bank should not accept a new arrangement if not intending to comply with its basic promise as novation by further assurance from third-party payment promise which abrogates any denied right to immediate foreclosure); Stirling v. Chemical Bank, 382 F.Supp. 1146, 1153 (S.D.N.Y.1974), aff'd 516 F.2d 1396 (2nd Cir.1975) (common law fraud from false representations that outstanding loans would not be called and further loans would be made); First Nat. Bank in Libby v. Twombly, Mont., 689 P.2d 1226 (1984) (jury issue of breach of statutory obligations to act in good faith); and Nevada Nat. Bank v. Huff, 94 Nev. 506, 582 P.2d 364 (1978) (course of conduct between parties as jury issue to impose duty on lender). Compare Northwestern Nat. Bank of Great Falls v. Weaver-Maxwell, Inc., Mont., 729 P.2d 1258, 1262 (1986) (where on reversal of jury verdict, appellate court said that the trial court did not leave fact finding to the jury, as it should leave the factual determinations of the nature of the agreement to the jury). Also to be compared is Rigby Corp. v. Boatmen’s Bank and Trust Co., Mo.App., 713 S.W.2d 517, 527 (1986) (in discussion of good faith from reasonable commercial standards of the trade involved to characterization as honesty in fact). See Ebke and Griffin, Lender Liability to Debtors: Toward a Conceptual Framework, 40 Sw. L.J. 775 (1986) as an article that provides a comprehensive and thoughtful review.
Timothy P. Reardon, in current law journal analysis, Comment, Wisconsin Lenders Beware: Borrowers are Striking Back With Lender Liability, 71 Marq.L.Rev. 376 (1988), analyzes as common law theories of lender liability of fraudulent misrepresentation, duress and tortious enterprise as found from State Nat. Bank of El Paso v. Farah Mfg. Co., Inc., supra, 678 S.W.2d 661 and the more directly implemented requirement of good faith and fair dealing as including refusal to advance funds and ac*656celeration of maturity. Applicability to the relationship of these present litigants is self-evident in pleading and evidence.
This court now creates a mechanism, which the Wyoming legislature has refused to provide, that will invalidate substantive contracts to provide credit effectuated by oral agreement when justified and memorialized through a course of business relationships. Additionally, the court ignores the UCC covenant of good faith which is encompassed within § 34-21-122, W.S. 1977; § 34-21-120(a)(xix), W.S.1977; and § 34-21-127, W.S.1977. See K.M.C. Co., Inc. v. Irving Trust Company, supra (which may be considered as a premier case in persuasive authority); Rigby Corp. v. Boatmen’s Bank and Trust Co., supra; First Nat. Bank in Libby v. Twombly, supra; Yankton Production Credit Ass’n v. Larsen, supra; and Summers, The General Duty of Good Faith—Its Recognition and Conceptionalization, 67 Cornell L.Rev. 810 (1982).
In approval of the directed verdict against the agriculturalist as borrower, the court accepts the posture that what really happened is unimportant unless specifically refined in explicit written agreement, as a matter of law, in avoidance of a factual issue resolution by the constitutional fact finding jury. Consequently, the court converts what was in reality an issue of fact review (Stage 6 of Cordova v. Gosar, Wyo., 719 P.2d 625 (1986)) into a decision as a matter of law without regard for the materiality of conflicting evidence. Shauers v. Board of County Com’rs of Sweetwater County, Wyo., 746 P.2d 444 (1987); Intermountain Brick Co. v. Valley Bank, Wyo., 746 P.2d 427 (1987); Atlas Const. Co. v. Slater, Wyo., 746 P.2d 352 (1987); Yene v. Stassinos, Wyo., 730 P.2d 791 (1986).
In amended answer and counterclaim of 24 pages with 38 paragraphs for answer and 22 for counterclaim, appellants, as borrowers, allege theories of recovery or defense which included: (1) breach of agreement of lender when borrowers obtained a separate loan for application on the debt with concurrent agreement that of the repaid $219,000, that $100,000 would be available for restocking and livestock purchases; (2) agreement and line of credit as operational relationship between the parties predating the annual renewal periods of the promissory debt instruments in total of two million dollars, of which only $1,045,000 was advanced with concurrent breach by lender of this line of credit agreement when additional advances from the fund would not be provided; (3) course of business, custom and procedure between the parties for operational financing, which had existed since the early 1960’s, was breached by lender in demanded payment and consequent foreclosure; (4) harassment of a separate lender, First Interstate Bank of Buffalo, with intent to “interfere with and damage the [appellants’] banking relationship” with the other lender; (5) although completely secured, lender instituted foreclosure which was “not reasonable, but is capricious, irresponsible, tortious, malicious, and an intentional effort to injure and damage these Defendants;” (6) denied credit resources which should have been available for “young and beginning ranchers” pursuant to 12 C.F.R. § 614.4165 (1-1-85 edition); (7) denied cooperation with the Wyoming State Farm Loan Board as consequently vetoing acquisition of an emergency replacement lost livestock loan which would have provided operational capital and livestock; and (8) denied cooperation with the Farmers Home Administration and Small Business Administration by rejection of a nondisturbance agreement as vetoing funding which “could have discharged all of the debt of the Wyoming Production Credit Association.”
Any realistic appraisal of this 12 volume, exhaustively exhibited record reveals little doubt that the lender denials, rejections and vetoes deliberately and intentionally occurred. The issue presented came with a defensive concept to the contract and tort phase of the lender’s legal justification. Since clear factual issues were comprehensively developed within the extended record, this court now supports the directed verdict and supplies that justification by the parol evidence rule. That application is totally misplaced in the contours of alleged lending breaches encompassing tortious and contract violations. These cases are of a nature where the facts and events are *657normally derived from a course of business, oral agreements and understanding between parties who have long been associated in a history of financing. See discussion of justification, Annotation, Prima Facie Tort, 16 A.L.R.3d 1191 (1967).
The permissive “may,” as ascribed high weight by majority opinion, is in my concept and currently developing lender liability precedent subject to definition by the actual understanding between the parties which was clearly conflicting in factual presentation in trial evidence before the directed verdict was granted. The subject of the combination of disparity of information and misplaced trust as considered in Commercial Nat. Bank of Peoria v. Federal Deposit Ins. Corp., 131 Ill.App.3d 977, 87 Ill.Dec. 107, 476 N.E.2d 809 (1985), is equally involved here. I would also find a jury issue of justified reliance under the circumstance. Sanchez-Corea v. Bank of America, 38 Cal.3d 892, 215 Cal.Rptr. 679, 701 P.2d 826 (1985).
In this snow blizzard effectuated case by loss of sheep in the spring storm of 1984, failure of credit for replacement was axiomatic in successive loan default and mortgage foreclosure. My principal objection to the court’s decision is it confines the course of business status of the business relationship, which occurred over years, to the particularized terms of the annualized loan security documents. Those documents were the result of the transactional arrangement of the parties and were not intended to create the ongoing long-term understanding between the parties. Obviously, if the borrower had known that Wyoming Production Credit Association would jump ship with availability of capital in the event of a weather disaster, then many years earlier the borrower would have found an alternative source of financing in order to minimize the constancy of danger from a “pulled plug.” The lending agreement between these parties was derived from understanding in express statements arising through the years of mutual business association as lender and borrower. Denial of a jury trial analysis is terribly unjustified. With the facts in dispute, “the language used and the meaning to be given it, were questions of fact for the jury.” Coston v. Adams, 203 Okl. 605, 224 P.2d 955, 961 (1950).
The evidentiary conflict and basic factual disagreement on the central concern of mutual understanding for a line of credit is only sidestepped by ignoring substantive oral evidence and valid inferences to be derived from the nature of the conduct of the enterprise. In substitute, the court wrongly applies the limiting stricture of parol evidence applied to a part of the evidence which clearly, from this record, does not include the entirety of the understanding and the basic facts of the business transaction.
The obdurate and unexpected rejection of continued financing responsibility by the Wyoming Production Credit Association was exasperated as shown by the record in failure to even cooperate with the borrower so that substitute credit might be acquired. This lender was not to be a port in any storm but rather an abyss when turbulence was encountered.2
In conclusion of their law journal article, Ebke and Griffin surmised:
“The great lesson, we think, that can be drawn from the growing body of case law of lender liability is a modern version *658of the ancient Greek ideal [as] (balance), balance between a lender’s interest in assuring repayment and the debtor’s interest in freedom from undue interference by the creditor. Where to draw the line, of course, cannot be stated in terms of an abstract rule or principle.” Ebke and Griffin, supra, at 816.
Clearly here, however, the trial court and now this court draws the line without currently available precedential justification and with complete unfairness in theory or conflicting fact to the damaged and devastated borrower.
Consequently, I dissent and would reverse the judgment of foreclosure and the directed verdict on appellants’ claims and remand the case for the requested jury trial.
. By dissent circulated June 20, 1987, I would have concurred with the original opinion on the subject of priority claims to the sheep and proceeds. Since that time, a special concurrence was circulated, after which the opinion was modified to accommodate the thesis of the author of that special concurrence as now withdrawn.
To avoid a delayed publication of the opinion, I would qualify any conclusion in concern that *654a simplistic determination of appellees’ rights by ownership at purchase may be over-inclusive within the exhaustive precedent for after-acquired assets through a dragnet clause application. In this case it is, for example, recognized in fact that the funds for the purchase came from other lenders to acquire the asset against which appellees attempt to attach a priority security claim. The priority provisions of § 34-21-941, W.S.1977 could be implicated depending on specific circumstances, documentation and events. Other avoiding characteristics included within the generic subject may or may not result from a confined attention to the specific circumstances as may be found in jury verdict.
In order to avoid a delayed publication date, this concurrence is restricted on the issue to the results only and in no way implies a predisposition applicable to legal rules that may be applied upon trial, and specifically, whether the rights to the security are solely determinable by one time bland ownership concepts. The dragnet-anaconda security interest characteristics are complex indeed, as witnessed by First National Bank, Cortez v. First Interstate Bank, Riverton, Wyo., 758 P.2d 1026 (1988), for which rehearing was granted so that the case will be again orally argued. Even with the UCC statutory approval, contested claims to after-acquired property security interest can be found in many scores of hotly contested litigative controversies presenting defenses on at least a half a dozen different bases. Whether any or none apply here, cannot be presently determined on the record and briefing which has resulted from the prior directed verdict now presented in this appeal.
. Appellants, in counterclaim, rather clearly pleaded a tort claim cause of action within the emergency perspective of the prima facie tort. Annotation, Prima Facie Tort, 16 A.L.R.3d 1191, supra as a “rather narrowly restricted specific remedy, involving otherwise lawful conduct not giving rise to an action for some other tort, maliciously intended to harm the complainant and causing 'special' damage, without justification.” Breach of the UCC covenant of good faith and execution of the prima facie tort are reciprocal remedies. One in contract and the other in tort that rationally result from the same character conduct. Compare First Nat. Bank in
Libby v. Twombly, supra, 689 P.2d 1226 with Betterton v. First Interstate Bank of Arizona, supra, 800 F.2d 732 and Rigby Corp. v. Boatmen's Bank and Trust Co., supra, 713 S.W.2d 517. Ebke and Griffin, supra, at 799:
"Under the prima facie tort theory a lawful act unjustifiably performed with an intent to harm another is unlawful and makes the actor liable for damages. A cause of action under the prima facie tort theory may not be brought, however, if the conduct is actionable .under an existing, well-defined cause of action. The prima facie tort theory is functionally and theoretically distinguishable from the *658actionable implied duty of good faith and fair dealing in that it sounds in tort while the duty of good faith and fair dealing sounds in contract and tort. The theories are, however, indistinguishable in application. Both theories require the fact finder to assess the mental state of the actor in the absence of clearly defined standards of unacceptable conduct. The prima facie tort theory, as well as the duty of good faith and fair dealing, is merely ‘a philosophical effort to state all tort law in a single sentence rather than an effort to state a meaningful principle.’[Footnotes omitted.]
See comparable tort of unreasonable collection efforts with resulting jury verdict damage award, Bank of North America v. Bell, Tex.Civ.App., 493 S.W.2d 633 (1973).