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

Turner Holdings (THI, plaintiff) contracted to help Howard Miller Clock Company (HMCC, defendant) find acquisition candidates in exchange for a success fee on any acquisition made up to two years after termination, so long as the acquired company was 'under consideration' during the contract's term; THI extensively researched and discussed a specific target, Hekman Furniture, with HMCC during the contract period even though Hekman wasn't for sale at the time, and after the parties mutually terminated the contract, HMCC later purchased Hekman. THI sued for its success fee, and HMCC argued 'under consideration' had a narrower specialized meaning requiring the target actually be for sale during the contract term.