Kelly

MEMORANDUM *

Karen Kelly (“Kelly”) appeals the district court’s grant of summary judgment in favor of SkyTel Communications, Inc. (“SkyTel”) on her breach of contract and promissory fraud claims. We have jurisdiction pursuant to 28 U.S.C. § 1291 , and we review de novo the district court’s grant of summary judgment. Clicks Billiards Inc. v. Sixshooters, Inc., 251 F.3d 1252, 1257 (9th Cir.2001). “ ‘Because this action was removed to federal district court under diversity jurisdiction, the substantive law of California, the forum state, applies.’” Stanford Ranch, Inc. v. Md. Cas. Co., 89 F.3d 618, 624 (9th Cir.1996) (quoting St. Paul Fire & Marine Ins. Co. v. Weiner, 606 F.2d 864, 867 (9th Cir. 1979)). We reverse the district court’s judgment regarding Kelly’s breach of contract claims, and we affirm it with respect to her promissory fraud claims. Because the parties are familiar with the factual and procedural history of this case, we do not recount it here.

I

On appeal, Kelly makes two arguments with respect to her breach of contract claims. First, she asserts that SkyTel’s compensation agreement does not allow the company unlimited discretion in awarding over-the-maximum sales…