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Contracts Keyed to Summers
Turner Holdings, Inc. v. Howard Miller Clock Co.
Facts
On November 3, 1981, Turner Holdings, Inc. (Plaintiff) entered an agreement with Howard Miller Clock Company (Defendant), a furniture manufacturing company. Plaintiff agreed to locate candidates for acquisition and to advise Defendant on the best way to proceed towards an acquisition. The contract provided that Defendant would pay Plaintiff a success fee upon the successful acquisition of a company. Defendant had the right to terminate the contract at any time, but was required to pay Plaintiff a success fee for acquisitions made up to two years past the termination date. A post-termination success fee was only applicable to the acquisition of a company that was "under consideration"during the term of the contract. During the term of the contract, Plaintiff researched Hekman Furniture Company (Hekman), which was not for sale at the time. Plaintiff discussed the possible acquisition of Hekman at length with Defendant. On December 1, 1982, the parties mutually terminated the contract. In the fall of 1983, Defendant purchased Hekman for $7.7 million. Plaintiff sued to recover $177,000, on grounds that Plaintiff was entitled to a success fee because Defendant had been "under consideration"during the term of the contract. At trial, Defendant argued that the term “under consideration” was ambiguous. Defendant introduced testimony that it believed a company was only "under consideration"if, among other things, the company was on sale during the term of the contract.
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