In the

    United States Court of Appeals
                 For the Seventh Circuit
                    ____________________
No. 22-2529
THOMAS A. RUSSELL, M.D., et al.,
                                             Plaintiffs-Appellants,
                                v.

ZIMMER, INC.,
                                              Defendant-Appellee.
                    ____________________

          Appeal from the United States District Court for the
           Northern District of Indiana, Hammond Division.
     No. 2:20-cv-00200-TLS-JEM — Theresa L. Springmann, Judge.
                    ____________________

 ARGUED FEBRUARY 23, 2023 — DECIDED SEPTEMBER 21, 2023
               ____________________

   Before SYKES, Chief Judge, AND ROVNER, and LEE, Circuit
Judges.
    ROVNER, Circuit Judge. All inventors hope that their inven-
tions will improve the world and be financially successful.
Thomas Russell certainly had this wish for his inventions, but
when the financial rewards only came trickling in, Russell
and others sued the exclusive distributor of his inventions for
breach of the clauses in the contract that required the distrib-
utor to use commercially reasonable efforts to sell the
2                                                   No. 22-2529

products. The district court held, however, that given the
terms of the agreement, the plaintiffs had failed to state a via-
ble claim for relief. We affirm.
                                 I.
   Thomas Russell, M.D., is an orthopedic trauma surgeon
who invented numerous products such as bone substitutes
and surgical devices to improve outcomes following orthope-
dic surgery. He, along with Patrick Burke, Gerard Insley,
Amanda Kiely, Paul Burke, Thomas Madden, and Aideen
Jennings (collectively, Inventors), were shareholders in Cel-
genTek Innovations Corporation, a medical device firm. Ac-
cording to the Inventors, Russell’s creations were game
changers in the field of orthopedics.
    On October 7, 2015, the Inventors entered into an agree-
ment with Zimmer, Incorporated, a corporation that designs,
manufactures, and distributes medical devices. Pursuant to
this agreement, Zimmer became the exclusive distributor of
certain CelgenTek products.
    In November 2015, CelgenTek was experiencing dire fi-
nancial problems. The Inventors attributed their financial
woes to the massive investments, loans, and advances re-
quired to fund years of research and development, ensure
safety and efficacy, and clear regulatory hurdles. In order to
keep CelgenTek solvent, the parties negotiated an agreement
in which Zimmer would acquire a 10% ownership of Cel-
genTek for $2 million, with the Inventors retaining the re-
maining 90% ownership. After the purchase, CelgenTek’s fi-
nancial position worsened. In February 2016, Zimmer pro-
vided CelgenTek with a purchase order for just under $1 mil-
lion at Russell’s request, to help keep CelgenTek afloat.
No. 22-2529                                                   3

Zimmer also loaned the company $2 million in April 2016,
and in August of that year another approximately $350,000 to
meet payroll obligations. The two parties also began discuss-
ing potential plans for Zimmer to purchase the remaining
90% of CelgenTek’s stock, which it did in late September,
2016.
    Under the terms of the September 2016 stock purchase
agreement, Zimmer received the remaining 90% of the Cel-
genTek shares for the purchase price of $17,118,560 with
$2,335,320 of that price used to repay loans that Zimmer had
previously made to CelgenTek. In addition, according to the
agreement, through 2033, the Inventors would retain the right
to a small percent of the net yield on the products it developed
(the earnout products), of between 1.5% and 6% of net sales,
depending on the product.
    Pursuant to the agreement, Zimmer agreed that it would
use “Commercially Reasonable Efforts” as defined in the
agreement to sell the earnout products. R. 56-1 at 19–20. The
term “Commercially Reasonable Efforts” is explained in two
places in the agreement. Section 2.05(a) defines “Commer-
cially Reasonable Efforts” as follows:
       “Commercially Reasonable Efforts” means,
       with respect to Buyer’s diligence in satisfying an
       obligation with respect to the Earnout Products,
       that Buyer applies the level of efforts, expertise
       and resources that it would apply in the ordi-
       nary and usual course of business to satisfaction
       of a comparable obligation with respect to an-
       other product or technology that is similar to the
       Earnout Products in terms of commercial poten-
       tial, development stage and product life. In
4                                                 No. 22-2529

       determining whether Buyer is applying Com-
       mercially Reasonable Efforts, (A) the entire busi-
       ness, financial, commercial, scientific, clinical
       and regulatory context shall be considered, in-
       cluding issues such as product safety and effi-
       cacy, the competitive environment, market con-
       ditions, the product’s proprietary position, the
       extent to which health care providers would be
       expected to embrace the product as a desirable
       and competitive solution, regulatory hurdles,
       the product’s pricing and potential profitability,
       and similar factors; and (B) decisions and ac-
       tions with respect to particular Earnout Prod-
       ucts are to be evaluated in the context of the
       business, operations and product portfolio of
       Buyer and its Affiliates (which may result in de-
       cisions and actions that differ from those that
       the Company Entities have taken historically (or
       would, but for the Transactions, take prospec-
       tively) with respect to the Earnout Products).
R. 56-1 at 19.
   In section 2.05(e), the agreement explains Zimmer’s obli-
gation to use “Commercially Reasonable Efforts” in the fol-
lowing way:
       Commercially Reasonable Efforts. Following the
       Closing Date, Buyer shall use Commercially
       Reasonable Efforts, directly and/or indirectly
       through its Affiliates and any licensees, to sell
       the Earnout Products during each Earnout
       Quarter, but such obligation shall not be con-
       strued to create any fiduciary or similar
No. 22-2529                                                5

       relationship between Buyer or any of its Affili-
       ates, on one hand, and Sellers or the Seller Rep-
       resentative, on the other hand. Sellers
       acknowledge that Buyer and its Affiliates shall
       have the right to operate their businesses in ac-
       cordance with their own commercially reasona-
       ble discretion and Buyer is under no obligation
       to provide any specific level of investment or fi-
       nancial assistance to the Company Entities.
       Sellers further acknowledge that the payment of
       any Earnout Payments is speculative and sub-
       ject to, among other things, the future perfor-
       mance of the Company Entities, which cannot
       be predicted with accuracy. Accordingly, Buyer
       makes no representations, warranties, cove-
       nants or guaranties as to the future performance
       of the Company Entities or the likelihood of any
       Earnout Payments.
R. 56-1 at 20.
    From the date the agreement was executed, until Decem-
ber 31, 2019, Zimmer paid the Inventors approximately
$130,000 in earnout payments. The Inventors, however, be-
lieved that if Zimmer had used commercially reasonable ef-
forts to sell the Earnout Products, those products would have
earned earnout payments in the millions. The Inventors al-
leged specifically that Zimmer:
       a) Failed to retain the members of the CelgenTek
       commercial team involved in market develop-
       ment in Europe;
6                                                 No. 22-2529

    b) Failed to engage with the CelgenTek Medical
    Advisory Boards in Europe and North America;
    c) Sent a field notification to customers stating
    that the product supply was to be terminated
    based on “strictly a business decision;”
    d) Terminated the clinical trial at the Leeds,
    United Kingdom, General Infirmary;
    e) Failed to initiate a global clinical trial in hip
    fractures with Professor Mohit Bhandari as
    promised by Randy Sessler;
    f) Allowed the CE Mark regulatory approval for
    the N-Force products and the iN3 Cement to ex-
    pire;
    g) Terminated key individuals who were in-
    volved with and were knowledgeable about the
    product;
    h) Ceased N-Force product manufacturing ac-
    tivity at the Memphis facility;
    i) Terminated the Supply and Exclusive Distri-
    bution Agreement with Innotere GmbH in
    Radebeul, Germany, for calcium phosphate
    paste;
    j) Failed to transfer the manufacturing of the iN3
    cement from CelgenTek Shannon to any Zim-
    mer Biomet facility;
    k) Failed to secure manufacturing capability for
    the N-Force Fixation System by dismantling all
    equipment and facilities and regulatory approv-
    als;
No. 22-2529                                               7

      l) Failed to meet customer orders in Europe;
      m) Removed instrumentation sets for N-Force
      Fixation System application from customer lo-
      cations;
      n) Failed to commercialize the product in Aus-
      tralia despite the fact that the product was reg-
      istered and granted reimbursement status in
      Australia in 2016;
      o) Failed to ship the products to Australia de-
      spite multiple staff training and registration
      fees;
      p) Failed to support new European sales with
      existing and new customers despite multiple
      product training sessions;
      q) Failed to develop and provide appropriate
      marketing materials, strategy or sales incentive
      programs;
      r) Failed to schedule promised leadership team
      meetings to discuss developments with the
      N-Force Fixation System e.g., integration of the
      technology to the A.L.P.S. plating system;
      s) Failed to make a good faith effort to commer-
      cialize the Russell Frame technology;
      t) Failed to schedule promised leadership team
      meetings to discuss developments with the
      N-Force Fixation System and the iN3 cement;
      and
8                                                   No. 22-2529

       u) Terminated meaningful communication with
       Plaintiffs regarding the Earnout Products.
R. 56 at 13–14.
    The Inventors invoked diversity jurisdiction (Russell is
from Tennessee and the other plaintiffs from Ireland) to sue
Zimmer (a Delaware corporation headquartered in Indiana)
in the United States District Court for the Western District of
Tennessee, alleging claims of fraudulent inducement, breach
of contract, breach of implied covenant of good faith and fair
dealing, and declaratory judgment. Although the Inventors
sued in Tennessee, the agreement included a forum selection
clause which required the parties to assert any claims in Indi-
ana. Consequently, on May 18, 2020, the district court in the
Western District of Tennessee granted Zimmer’s motion to
transfer the case to the Northern District of Indiana.
    Once there, the district court granted the Inventors’ unop-
posed motion to amend the complaint. The Inventors’
amended complaint set forth a single claim for breach of con-
tract, claiming that Zimmer failed to use commercially rea-
sonable efforts to sell the earnout products, and reserving for
trial the determination of damages. The Inventors alleged that
Zimmer failed to fulfill its obligations in order to “protect its
existing business segments and prevent[] access to the tech-
nology by other medical device companies.” R. 56 at 17. Zim-
mer filed a motion to dismiss, which the district court
granted, and we now review de novo. See Stant USA Corp. v.
Factory Mut. Ins. Co., 

 (7th Cir. 2023).
No. 22-2529                                                    9

                                 II.
A. Breach of the stock purchase agreement
    To thwart Zimmer’s motion to dismiss, the Inventors must
show that they have stated a claim upon which relief may be
granted. Fed. R. Civ. P. 12(b)(6). And in this case, that means
that the Inventors must have alleged a plausible claim that
Zimmer breached the agreement by failing to use commer-
cially reasonable efforts to sell the earnout products. In eval-
uating whether the Inventors have successfully made such a
claim, we construe their complaint in the light most favorable
to them, accepting their factual allegations as true and draw-
ing all reasonable inferences in their favor. See Burke v. Boeing
Co., 

 (7th Cir. 2022).
    The Inventors argue that the complaint’s list of twenty-one
actions that Zimmer either took or failed to take more than
sufficiently sets forth a claim that Zimmer breached the agree-
ment by failing to use commercially reasonable efforts. Ac-
cording to Zimmer, on the other hand, the Inventors have
failed to demonstrate any breach at all, as their complaint
merely second guesses business decisions that Zimmer was
entitled to make under the terms of the agreement.
    Under Indiana law, a plaintiff alleging a breach of contract
must show the existence of a contract, a breach, and damages.
Berg v. Berg, 

, 231 (Ind. 2021). Of course, the
essence of the breach claim in this case is whether the defend-
ants used commercially reasonable efforts to sell the earnout
products. As set forth above, commercially reasonable efforts
means that Zimmer must “appl[y] the level of efforts, exper-
tise and resources that it would apply in the ordinary and
usual course of business to satisfaction of a comparable
10                                                  No. 22-2529

obligation with respect to another product or technology that
is similar to the Earnout Products in terms of commercial po-
tential, development stage and product life.” R. 56-1 at 19.
This evaluation is done holistically, looking at “the entire
business, financial, commercial, scientific, clinical and regula-
tory context … including issues such as product safety and
efficacy, the competitive environment, market conditions, the
product’s proprietary position, the extent to which health care
providers would be expected to embrace the product as a de-
sirable and competitive solution, regulatory hurdles, the
product’s pricing and potential profitability, and similar fac-
tors.” R.56-1 at 19.
    In other words, to analyze whether Zimmer was using
commercially reasonable measures, one would have to look
to Zimmer’s diligence in selling the earnout products against
its diligence in selling other similar products or technology in
the course of its regular business operations. In doing so, the
agreement requires that such an assessment considers all the
factors that might affect how Zimmer conducts business—
regulatory, market, profitability, et cetera.
   The district court described this comparison as an “’in-
ward facing definition’ of ’commercially reasonable efforts’,
namely one that ’applies the buyer’s own standard for under-
taking … sales and marketing efforts.’” D. Ct. Op. at 8 (citing
Kristian Werling et al., “Commercially Reasonable Efforts” Dili-
gence Obligations in Life Science M&A, 18 No. 6 M & A Lawyer
16 (2014); Banas v. Volcano Corp., 

, 946–47
(N.D. Cal. 2014)). The district court contrasted that with the
more objective “outward facing” definition of commercially
reasonable efforts—one that compares a buyer’s efforts to in-
dustry standards or to those of other similarly situated
No. 22-2529                                                  11

businesses. 

 (citing Neurvana Med., LLC v. Balt USA, LLC.,
No. 2019-0034, 

, at *16 (Del. Ch. Feb. 27,
2020)). Agreements that look to the buyers’ own practices are
inherently more friendly to the buyer, as the only standard of
comparison is the buyer’s subjective intent, as opposed to an
objective industry standard. Of course, the Inventors could
have bargained for either type of standard.
     The Inventors argue that the discussion of “inward” and
“outward” facing agreements came late to the game in this
litigation—raised in the defendant’s reply brief following its
motion to dismiss. But whatever label we put to it, the ques-
tion as to what entity or entities a court must look to for com-
parison was, from the beginning, central to and part of deter-
mining whether Zimmer undertook commercially reasonable
efforts. And it is clear from the plain language that the agree-
ment contemplated that commercially reasonable efforts
would be evaluated by looking to Zimmer’s own business
practices. See Hartman v. BigInch Fabricators & Constr. Holding
Co., Inc., 

, 1223 (Ind. 2021) (noting that when
a contract is unambiguous a court must apply the plain and
ordinary meaning of the language).
    The agreement emphasizes several times that it is Zim-
mer’s ordinary commercial practices to which we must look.
It requires that we look at the “level of efforts, expertise and
resources that it [Zimmer] would apply in the ordinary and
usual course of business.” R. 56-1 at 19 (emphasis added).
And “decisions and actions with respect to particular Earnout
Products are to be evaluated in the context of the business,
operations and product portfolio of Buyer [Zimmer] and its
Affiliates.” R. 56-1 at 19. The agreement makes clear that Zim-
mer “shall have the right to operate their business in
12                                                    No. 22-2529

accordance with their own commercially reasonable discre-
tion.” R. 56-1 at 20 (emphasis added). And it notes that the
decisions made by Zimmer “may result in decisions and ac-
tions that differ from those that the [CelgenTek] Entities have
taken historically” or would take in the future if they still
owned the rights to the products. R. 56-1 at 19. In short, eve-
rything in the agreement demands that we look not at what
CelgenTek may have done, or what the standard is in the in-
dustry, but rather those efforts that Zimmer would use in its
own course of business.
    It is also important to note what the agreement does not
do. It does not create a fiduciary relationship between Zim-
mer and the Inventors. It does not require Zimmer to provide
any level of investment or financial assistance to the Inven-
tors. It does not promise any particular amount of payment,
but rather emphasizes that earnout payments are “specula-
tive and subject to, among other things, the future perfor-
mance of the [CelgenTek] Entities, which cannot be predicted
with accuracy.” R. 56-1 at 20. And it “makes no representa-
tions, warranties, covenants or guaranties as to the future per-
formance of the [CelgenTek] Entities or the likelihood of any
Earnout Payments.” R. 56-1 at 20.
    The Inventors argue that the district court erred by sub-
jecting them to far more rigorous pleading requirements than
the Federal Rules of Civil Procedure require for notice plead-
ing. Rule 8, they note, requires only “a short and plain state-
ment of the claim showing that the pleader is entitled to re-
lief.” Fed. R. Civ. P. 8(a)(2). The Inventors are correct that they
need only show through their allegations “that it is plausible,
rather than merely speculative, that [they are] entitled to re-
lief.” Brant v. Schneider Nat’l, Inc., 

 (7th Cir.
No. 22-2529                                                    13

2022). And they need have just enough details about the sub-
ject matter of the case to present a story that holds together.
Swanson v. Citibank, N.A., 

 (7th Cir. 2010). This
low bar asks that plaintiffs allege “‘only enough facts’ to
‘nudge[ ] their claims across the line from conceivable to plau-
sible.’” G.G. v. Salesforce.com, Inc., 

 (7th Cir.
2023) (quoting Twombly, 550 U.S. at 570). As the Inventors see
it, they provided a seventeen-page, sixty-seven-paragraph
pleading with twenty-one examples of actions that Zimmer
failed to take to sell the earnout products. They pointed out
the specific provisions of the agreement that they allege Zim-
mer breached, and even provided a motive. “This should
have been more than enough,” they conclude. Inventors’ Brief
at 14. For a motion to dismiss, however, the key is not the
quantity of the allegations or even the level of specificity of
them—because, of course, only a short plain statement is re-
quired. What matters instead is how well the “pegs” of the
factual allegations fit the “holes” of the legal theory.
    In this case, even taking all the Inventors’ allegations as
true, none of those allegations states a claim either alone or in
the aggregate for a violation of the duty to use commercially
reasonable efforts to sell the earnout products as defined by
this agreement. Notably, and most importantly, none of these
twenty-one complained of actions and inactions compares the
earnout products to a “comparable obligation with respect to
another product or technology that is similar to the Earnout
Products in terms of commercial potential, development stage
and product life.” R. 56-1 at 19. In other words, there are no
allegations that Zimmer deviated from its usual standard of
conduct. In addition, none of those twenty-one items evalu-
ates the earnout products in the context of “the entire
14                                                   No. 22-2529

business, financial, commercial, scientific, clinical and regula-
tory” milieu. R. 56-1 at 19.
    The Inventors argue that the commercially reasonable
standard is a fact-intensive one that cannot be resolved on a
motion to dismiss. See Twombly, 

 (“[A] well-
pleaded complaint may proceed even if it strikes a savvy
judge that actual proof of those facts is improbable.”); Swan-
son, 

 (“‘Plausibility’ in this context does not im-
ply that the district court should decide whose version to be-
lieve, or which version is more likely than not.”). But uncov-
ering the truth or falsity of the Inventors’ allegations would
not alter our assessment of whether the Inventors had stated
a claim on which relief can be granted.
    Many of the twenty-one items are part of a wish list of how
the Inventors hoped Zimmer would have marketed and sold
the earnout products, or a list of what the Inventors would
have done had they not put Zimmer in charge of sales. Others
allege broken promises that Zimmer purportedly made be-
fore the signing of the agreement and thus would not be ac-
tionable due to the agreement’s integration clause. The plain
language of the agreement makes clear that these types of al-
legations cannot support a claim for breach of contract.
B. Motion for leave to amend the complaint
    While opposing Zimmer’s motion to dismiss, the Inven-
tors argued in the alternative that the district court should al-
low them to amend the pleading once again to identify “ad-
ditional ways in which Zimmer failed to use ‘commercially
reasonable efforts’ to market and sell the technology.” R. 65 at
24. The Inventors argued that Zimmer would not be preju-
diced as it had not yet answered the pleading, disclosures had
No. 22-2529                                                      15

not yet been served, and discovery had not yet begun. But the
district court denied the motion to amend, reasoning that the
Inventors had already had a second opportunity to allege
facts sufficient to state a claim for breach of contract, and,
more importantly, because they had not shown that any
amendment would not be futile. D. Ct. Op. at 16.
    It is true, as the Inventors state, that a court should freely
grant a leave to amend a pleading when justice requires. Fed.
R. Civ. P. 15(a)(2). District courts, however, have broad dis-
cretion to deny leave to amend a complaint where the amend-
ment would be futile. MAO-MSO Recovery II, LLC v. State
Farm Mut. Auto. Ins. Co., 

 (7th Cir. 2019). And
although we review the denial of a motion to amend for abuse
of discretion, we look de novo at the legal basis for the futility.
Nowlin v. Pritzker, 

 (7th Cir. 2022).
    The Inventors argue that they could offer additional and
more detailed ways in which Zimmer failed to use commer-
cially reasonable efforts, but as we explained above, stating a
plausible claim for relief depends not on the quantity of the
allegations, but rather on the quality of the fit between the al-
legations and the legal theory. The Inventors have proposed
only general statements that they could offer additional ways
in which Zimmer failed to use commercially reasonable ef-
forts but have never explained what factual detail they could
have added or why they did not include that detail in the orig-
inal complaint. Of course, the complaint itself need only have
“a short and plain statement of the claim showing that the
pleader is entitled to relief,” (Fed. R. Civ. P. 8(a)(2)), but after
two tries, the district court did not abuse its discretion in
denying the motion to amend where the plaintiffs gave no in-
dication as to how the third try would resolve the
16                                                 No. 22-2529

insufficiencies in the complaint. See Nowlin, 

(noting that it was not an abuse of discretion for the district
court to refuse to allow an amendment of the complaint
where the plaintiffs had shown no indication that they were
able to cure the deficiencies of their complaint). Nor do we
see, upon our de novo review of futility, any demonstration
that this undefined additional evidence would make the com-
plaint viable. Finally, the district court reasonably determined
that Zimmer would be prejudiced by having to defend
against another complaint given the time and resources al-
ready spent in responding to the first two.
    The Inventors’ complaint did not state a plausible claim
that Zimmer failed to use commercially reasonable efforts to
sell the earnout products, and the district court did not abuse
its discretion in denying the motion to amend the complaint
a second time. Consequently, we AFFIRM the decision of the
district court in all respects.