Seamons

MEMORANDUM

Structural Dynamics Research Corporation (SDRC) appeals from the district court’s judgment in favor of H. Dale Seamons awarding Seamons $157,682.85 in damages and $67,664.86 in prejudgment interest. The award arose out of a dispute over whether Seamons was entitled to credit toward his sales quota for the value of an option exercised by the Boeing Company to purchase the appellant’s “PDM” software. The district court had jurisdiction over the action pursuant to 28 U.S.C. § 1332 . This court has jurisdiction over the appeal pursuant to 28 U.S.C. § 1291 . We affirm.

The facts are well known to the parties and will be repeated here only to the extent necessary to explain our holding. In its decision, the district court took two different tracks in analyzing whether Seamons was entitled to the quota credits. First, the court found that the 1995 agreement was ambiguous on its face as to whether Seamons was entitled to quota credit for PDM sales that, like the Boeing option, constituted so-called “Mega Deals.” The district court went on to find that the evidence of the parties’ respective intent in entering into the agreement failed to resolve the uncertainty as to…