Turner Holdings, Inc. v. Howard Miller Clock Co

657 F.Supp. 1370 (1987)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

P and D entered into an agreement where P agreed to locate candidates for acquisition and to advise D on the best way to proceed towards an acquisition. The contract was never reviewed by counsel D. Nor did the parties have any specific discussion about when a company was to be deemed 'under consideration.' D would retain P in connection with D's 'acquisition program' as its 'exclusive agent' to 'locate appropriate candidates for acquisition and to advise D as to the best way to proceed.' D agreed to pay P its expenses and a 'success fee' 'upon the consummation of any acquisition or investment in the furniture manufacturing field.' The contract was subject to cancellation at any time upon thirty-day written notice by either party. D remained obligated to pay P a fee for a period of two years beyond the termination day. On January 6, 1982, P provided D with a binder containing financial information about various companies in the furniture industry. The parties drew up a list of furniture companies which, based on their discussions. Hekman was on that list, although Hekman did not appear on what was labeled: 'short list.' P set about pursuing the Hekman lead. Heckman was not interested in selling. There were extensive discussions between P and D over the acquisition of Heckman. P and D terminated the contract on December 1, 1982. In the letter of termination from D to P, in an apparent effort to avoid any misunderstanding, two companies were listed as being 'under consideration': Jasper Cabinet Company and Kittinger Company. In a letter to D dated May 5, 1983, P listed Hekman among 84 other companies which he believed were 'under consideration.' Even though terminated P kept his eye on things. D began to cultivate contacts at Hekman. In February of 1983, Hekman decided to sell. On July 14, P forwarded the information he received to D. On the previous day, however, D received the same information directly from Salomon Brothers, and on July 22, returned the information which had been forwarded by P. On July 27 P sent another letter stating his belief that P would be entitled to a 'success fee' if D were to acquire Hekman. D responded and revised the 84-company list to 8 (and Heckman was not included). P claims it never got that letter. D purchased Heckman in the fall of 1983, and P demanded a success fee. P sued D.