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Turner Holdings, Inc. v. Howard Miller Clock Co.

United States District Court for the Western District of Michigan
657 F.Supp. 1370 (1987)


Facts

On November 3, 1981, Turner Holdings, Inc. (THI) (plaintiff) entered an agreement with Howard Miller Clock Company (HMCC), a furniture manufacturing company. THI agreed to locate candidates for acquisition and to advise HMCC on the best way to proceed towards an acquisition. The contract provided that HMCC would pay THI a success fee upon the successful acquisition of a company. HMCC had the right to terminate the contract at any time, but was required to pay THI 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, THI researched Hekman Furniture Company (Hekman), which was not for sale at the time. THI discussed the possible acquisition of Hekman at length with HMCC. On December 1, 1982, the parties mutually terminated the contract. In the fall of 1983, HMCC purchased Hekman for $7.7 million. THI sued to recover $177,000.00, on grounds that THI was entitled to a success fee because HMCC had been “under consideration” during the term of the contract. At trial, HMCC argued that the term “under consideration” was ambiguous. HMCC 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.

Rule of Law

Issue

Holding and Reasoning (Hillman, C.J.)

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