This is an appeal from a judgment entered on a jury verdict. Commercial & Military Systems Company, Inc., a Georgia corporation, refurbishes military trucks and sells them to governments of other countries. In 1995, Sudimat, C. A., a Venezuelan company, agreed to act as Commercial’s exclusive representative in Venezuela, and helped Commercial procure a contract to sell 450 refurbished military tactical trucks to the Venezuelan military for $30,000,000. To facilitate delivery of the trucks to the Venezuelan government, Commercial entered into a verbal agreement with Sudimat, whereby Commercial would ship the vehicles to Sudimat in Venezuela, and Sudimat would reassemble, clean and make any necessary repairs to the trucks, then deliver them to the Venezuelan army “the army contract”. This agreement was not committed to writing until August 1999. In April 1996, however, a Commercial representative did send Sudimat a signed memorandum confirming that Sudimat would receive 20 of the sales price of the trucks, less expenses. Sudimat also claimed that it entered into an oral agreement with Commercial regarding the provision of six military trucks to the Venezuelan air force for $640,200 “the air force contract”. Sudimat would receive a 10 commission for its involvement in that contract. Commercial denied the existence of any agreement concerning the air force. In late 1998, after the first shipment of army trucks was delivered to Sudimat and then prepared and delivered to the Venezuelan government, the Venezuelan government paid Commercial the $4.5 million down payment due under the government’s contract with Commercial. Commercial then made another shipment of trucks to Sudimat, which prepared the trucks and delivered them to the government. Although it had not yet paid for the first shipment, Commercial paid Sudimat the $224,000 due for the second shipment. Later, Commercial paid Sudimat another $30,000. In all, Commercial sent 150 trucks to Sudimat, who prepared the trucks and delivered them to the government.
On August 6, 1999, the parties executed a “Letter of Agreement,” which set out in writing for the first time details of the army contract. The letter stated that Commercial was unable to fulfill the verbal agreement its vice-president, Rick Huntington, made with Sudimat regarding commissions. In the letter, Commercial and Sudimat agreed that “past and future payments for technical assistance and sales commissions to SUDIMAT for Contract No.10-EJ-96, for 450 each M35A2 Military Tactical Trucks will total US$1,250,000.00. . . . That the balance that will be due SUDIMAT is currently US$996,000.00.”
