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Click here for the full text of this decision FACTS:Illinois Tool Works, an Illinois company, contracted with Ken Harris to purchase the holographic technology Harris developed and to employ Harris. The sale included an asset purchase agreement and an employment agreement that explained ITW’s interest and purpose for hiring Harris. The two-year term of the agreement was narrowly tailored so that there were few things that would justify ITW terminating Harris’ employment. The employment agreement also included a consulting agreement, which would kick in after the employment term expired. The consulting agreement included its own term of duration. Using one of the provisions in the employment agreement, Harris ended his employment with ITW before the end of the term and offered to begin work as a consultant immediately, but ITW did not respond. In May 2003, when the consulting agreement would otherwise have automatically kicked in, Harris tried to begin his consulting work. ITW claimed Harris had repudiated the entire contract, which prevented his performance under the consulting agreement. Harris sued. The trial court granted Harris’ motion for partial summary judgment, and also awarded him attorneys’ fees. ITW appeals on the question of whether or not the term of employment could terminate under the employment agreement before the end of two years without Harris also terminating the consulting agreement. HOLDING:Reversed and remanded. The court confirms first that Illinois law applies to this dispute, and that in Illinois, multiple agreements that are executed together as part of the same transaction are construed in reference to one another as one contract. The court reviews the terms of each part of the agreement. The asset purchase agreement, for example, anticipates and emphasizes Harris’ role in developing further technologies for marketing. Harris was also required to execute both the employment agreement and the consulting agreement as conditions precedent to activating the asset purchase agreement. “[I]t is clear that ITW hired Harris for one purpose: to further develop his technology over a continuous period and then assist in marketing that technology. His services were not intended for other projects. This was a nascent technology. Without continued involvement in the project, Harris’s knowledge and skill would no longer be current or as useful.” The court then examines the employment agreement noting that there were four ways in which the contract could be terminated, but only one way in which the agreement could expire: at the end of the two-year term. Pointing out that the consulting agreement would not take effect unless the parties complied with its terms, the court notes that it required that Harris would either work continuously for five years to develop the technology and compatible products, or exercise his right to terminate the agreement altogether, which is what he did. The court rejects Harris’ suggestion to read the contract so as to say that he may exercise his right to end his employment before the end of the two-year term of the employment contract and then go on to consult. The court finds such a reading would render superfluous the other terms of the contract clearly expressing ITW’s desire that Harris work continuously to develop new technologies. Harris’ interpretation would also lead to absurd results. For instance, as ITW explained on appeal, Harris could work for one day, walk away from the contract, and ITW still would be required to hire him two years later as a consultant when he would no longer have current knowledge. Or, Harris could be fired for just cause and, again, ITW still would be forced to hire him as a consultant. Finally, the court concludes that its interpretation of the agreements does not involve the issue of forfeiture, as Harris argues. OPINION:Fowler, J.; Fowler, Edelman and Guzman, JJ.

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