This section contains the nature of the case and procedural background.

Amos, the CEO of Aflac entered into a long-term agreement with Williams to provide legal services to company officers on an as-needed basis. Williams was paid a monthly retainer and was entitled to extraordinary compensation for assigned projects. The contract was for a seven-year term with automatic renewal in 1995 for five years unless terminated. If the company ended the contract for good cause, they agreed to pay as damages an amount equal to 50% of the sums due under the retaining terms, plus renewal of the agreement. Amos died in 1990, and the new CEO terminated the agreement in 1991. Aflac (P) filed a declaratory judgment action to determine the validity of the contract. Williams (D) filed a counterclaim seeking more than $1 million in damages for breach of contract. P got a summary judgment. The court of appeals reversed in part holding the retainer agreement valid and as well as for D's damages but not for the damages claimed on the renewal provision.

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