UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

ROBERT F. KERR,
Plaintiff-Appellee,

v.
                                                                  No. 00-2370
T. A. MCMULLEN CONSULTANTS,
INCORPORATED,
Defendant-Appellant.

Appeal from the United States District Court
for the Eastern District of Virginia, at Alexandria.
Gerald Bruce Lee, District Judge.
(CA-00-143)

Submitted: May 8, 2001

Decided: May 30, 2001

Before WIDENER, NIEMEYER, and MICHAEL, Circuit Judges.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

Robert L. Duecaster, Manassas, Virginia, for Appellant. Paul V.
Waters, Conrad Christopher Ledoux, SPRIGGS & HOLLINGS-
WORTH, Washington, D.C., for Appellee.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
OPINION

PER CURIAM:

Robert F. Kerr and T.A. McMullen Consultants, Inc.[TAMCI]
entered into an agreement terminating an employment contract under
which Kerr, the Mid-Atlantic Regional Manager for TAMCI, released
all claims except those for payments due from open invoices. This
appeal follows the award by the district court of"direct fees" and
"consultant commissions" under the terms of the employment con-
tract. We affirm.

TAMCI alleges that a misreading of a sentence in the dissolution
agreement by the district court led to a misinterpretation of the terms
of that agreement. This court reviews the district court's factual find-
ings for clear error and legal principles of contract interpretation de
novo. Hendricks v. Central Reserve Life Ins. Co. , 

, 512
(4th Cir. 1994). The parties agree that the dissolution agreement pre-
served Kerr's right to seek payment for "open Invoices." Because the
dissolution agreement did not define the "open Invoices" for which
Kerr's right to payment was preserved, the court concluded that the
dissolution agreement incorporated by reference the compensation
structure set forth in the employment contract. The employment con-
tract addressed the calculation of Kerr's compensation for fees and
commissions and was never modified by agreement of the parties dur-
ing the life of that contract. We conclude that the district court reason-
ably interpreted the dissolution agreement in conjunction with the
earlier employment contract in determining the amount of compensa-
tion due Kerr for "open Invoices." First American Bank of Virginia
v. J.S.C. Concrete Const., Inc., 

, 66, 

, 500
(2000) (citing Doswell Ltd. Partnership v. Electric and Power Co.,

, 222, 468 S.E.2d 84,88 (1996)).

The judgment of the district court is therefore affirmed. We dis-
pense with oral argument because the facts and legal contentions are
adequately presented in the materials before the Court and argument
would not aid the decisional process.

AFFIRMED

                  2