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Contracts Keyed to Summers
Turner Holdings, Inc. v. Howard Miller Clock Co.
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*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
- Case Doctrines, Acts, Statutes, Amendments and Treatises: Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
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.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
- Court Direction: Shares where the Court went from here for this case.