UNITED STATES COURT OF APPEALS August 30, 2024 Christopher M. Wolpert FOR THE TENTH CIRCUIT Clerk of Court _______________________________________

INTERSTATE MEDICAL LICENSURE COMPACT COMMISSION,

Plaintiff Counter Defendant - Appellee,

v. No. 23-1291

WANDA BOWLING,

Defendant Counterclaimant - Appellant.

___________________________________________

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO (D.C. No. 1:20-CV-02942-CMA-NRN) _________________________________________

Elizabeth Bollendonk and Ashley Stephens, University of Colorado, Law School Appellate Advocacy Practicum (Matthew Cushing, Counsel of Record, and Leo Nguyen, with them on the briefs), Boulder, Colorado, for Defendant Counterclaimant-Appellant.

Richard L. Masters, Masters, Mullins & Arrington, Louisville, Kentucky, for Plaintiff Counter Defendant-Appellee. __________________________________________

Before BACHARACH, TYMKOVICH, and MATHESON, Circuit Judges. ___________________________________________

BACHARACH, Circuit Judge. ___________________________________________ Appellate Case: 23-1291 Document: 010111103226 Date Filed: 08/30/2024 Page: 2

This appeal arises from the aftermath of Ms. Wanda Bowling’s

contract with the Interstate Medical Licensure Compact Commission. When

the contract ended, Ms. Bowling allegedly withheld the Commission’s

login information for three online accounts. The withholding of login

information led the Commission to sue for breach of contract, and

Ms. Bowling counterclaimed for libel and misclassification of her

employment status. 1 The district court dismissed the counterclaim for

misclassification of employment status and granted summary judgment to

the Commission on all other claims.

Ms. Bowling appeals, raising six issues:

1. Subject-matter jurisdiction on the Commission’s claims. For diversity jurisdiction, the Commission needed to allege an amount in controversy exceeding $75,000. Did the Commission allege facts that could reasonably reflect damages exceeding $75,000? We answer yes.

2. Liability for breach of contract. The contract stated that the Commission (a) owned “all intellectual property” and (b) was entitled to the return of all “deliverables undertaken in furtherance of [s]ervices” and “materials” that contain, reflect, incorporate, or are based on confidential information. After the contract ended, Ms. Bowling allegedly declined to give the Commission her login information for three accounts. Did the login information constitute intellectual property; deliverables undertaken in furtherance of services; or materials that contain, reflect, incorporate, or are based on confidential information? We conclude that the answer turns on a genuine dispute of material fact based on ambiguities in the contract.

1 Ms. Bowling also counterclaimed for intentional infliction of emotional distress and wrongful termination. But these counterclaims are not at issue in the appeal. 2 Appellate Case: 23-1291 Document: 010111103226 Date Filed: 08/30/2024 Page: 3

3. Damages for breach of contract. After Ms. Bowling’s contract ended, a vendor charged the Commission more than it had budgeted. Did the Commission establish as a matter of law that these charges h