Healy

MEMORANDUM **

Appellants Electronic Data Systems Corporation and EDS/SHL Corporation (“EDS”) appeal the district court’s judgment and the award of attorney fees. In this diversity action, John Healy alleged that EDS’s predecessor, MCI System-house, breached its Separation Agreement with him, which provided that Healy’s employment would be terminated without cause on December 31, 1998 and which entitled him to severance pay, stock options, and Incentive Stock Units (“ISUs”). Healy also asserted a fraud claim based on the same factual predicate as his breach of contract claim. Following a bench trial, the district court entered judgment in favor of Healy, awarding $2,324,988.48 in economic damages on his contract claim, $500,000 on his fraud claim, and $200,000 in punitive damages. The district court also awarded Healy $364,702.78 in attorney fees. Because the parties are familiar with the facts of this case, we do not recite them in detail. We have jurisdiction pursuant to 28 U.S.C. § 1291 , and we affirm in part and reverse in part.

1. EDS appealed the district court’s conclusion that the Separation Agreement between Healy and MCI Systemhouse was binding upon EDS and that EDS…