Butler Products Company, an Illinois Corporation, George W. Butler and Gladys A. Butler v. Unistrut Corporation, a Michigan Corporation

CUMMINGS, Circuit Judge.

Plaintiff Butler Products Company, an Illinois corporation, was the exclusive distributor of defendant Unistrut Company, a Michigan corporation engaged in manufacturing metal framing products. The individual plaintiffs own Butler Products Company.

In February 1963, the parties entered into a written agreement under which plaintiffs sold substantially all of the assets of their company to defendant. This purchase agreement was supplemented by an agreement executed on May 31, 1963, the final closing date.

In view of paragraphs 6 and 10 of the purchase agreement, the…