CP Clare Corporation (CP Clare) (defendant) hired Industrial Representatives, Inc. (IRI) in 1991 to solicit orders for CP Clare’s products in the Midwest, as CP Clare was too small at the time to support its own dedicated sales staff. By 1994, CP Clare’s annual sales in the Midwest had exceeded $6,000,000. The parties’ contract required CP Clare to give 30 days’ notice to IRI before terminating its contract and to pay IRI commissions on all products ordered before the termination date that were delivered within 90 days of the notice. CP Clare gave 42 days’ notice to IRI in October 1994 and paid the required commissions for 90 days. IRI sued CP Clare, seeking commissions on all products for five years after the termination date, plus $5,000,000 in punitive damages. The district court dismissed the complaint for failure to state a claim upon which relief could be granted. IRI appealed.