See Reeder v. Kay, 282 Or 191, 194, 577 P2d 925 (1978) ("An immaterial breach by one party does not operate to discharge an obligation by the other party to perform."); Bisio v. Madenwald, 33 Or App 325, 331, 576 P2d 801 (1978). See also Restatement (Second) of Contracts §§ 237, 242(1981).

De Vol v. Citizens' Bank, 113 Or. 595, 602, 233 P. 1008 (1925); McDuffy, Edwards Assoc. v. Peripheral Systems, 93 Or. App. 226, 231, 762 P.2d 299 (1988). A breach is material if it goes to the very substance of the contract and defeats the object of the parties in entering into the contract. Bisio v. Madenwald, 33 Or. App. 325, 331, 576 P.2d 801, rev den 283 Or. 1 (1978). In determining whether a breach is material, these factors are to be considered: (1) the extent to which the injured party will obtain the substantial benefit which he reasonably could have anticipated; (2) the extent to which the injured party may be adequately compensated in damages for lack of performance; and (3) the wilful, negligent or innocent behavior of the party failing to perform.

We have held that "[a] breach is material if it goes to the very substance of the contract and defeats the object of the parties entering into the contract." Bisio v. Madenwald, 33 Or. App. 325, 331, 576 P.2d 801, rev den 283 Or. 1 (1978). That determination involves consideration of the extent to which the injured party will obtain the substantial benefit which it reasonably could have anticipated, the extent to which the injured party may be adequately compensated in damages for lack of performance and the wilful, negligent or innocent character of the behavior of the party which failed to perform.

ECF 43 at 25. A breach of contract is material only when it “goes to the very substance of the contract and defeats the object of the parties entering into the contract.” Matter of Bisio's Estate, 33 Or.App. 325, 331 (1978). The Oregon Supreme Court has explained that termination of a contract is not warranted where a contractual breach is not material.

“A breach is material if it goes to the very substance of the contract and defeats the object of the parties in entering into the contract.” Bisio v. Madenwald, 33 Or.App. 325, 331, 576 P.2d 801 (1978); see also Venture Props. v. Parker, 223 Or.App. 321, 353-54, 195 P.3d 470 (2008) (defining criteria used to assess materiality).

Or. Jan. 28, 2014) (quoting Bisio v. Madenwald, 33 Or.App. 325, 331 (Or. Ct. App. 1978)). In addition, plaintiffs must plead and prove their own substantial performance of the contract's terms.

"A breach is material if it goes to the very substance of the contract and defeats the object of the parties in entering into the contract." Bisio v. Madenwald, 33 Or.App. 325, 576 P.2d 801 (1978). In evaluating whether a breach is material, Oregon courts weigh heavily whether the breach prevents a party from continuing to perform under the contract.

Or. Jan. 28, 2014) (quoting Bisio v. Madenwald, 33 Or.App. 325, 331 (Or. Ct. App. 1978)). In addition, plaintiffs must plead and prove their own substantial performance of the contract's terms.

"A breach is material if it goes to the very substance of the contract and defeats the object of the parties in entering into the contract." Bisio v. Madenwald, 33 Or.App. 325, 331, 576 P.2d 801 (1978) ; see also Venture Props. v. Parker, 223 Or.App. 321, 353–54, 195 P.3d 470 (2008) (defining criteria used to assess materiality) (citation omitted). Likewise, under federal law, a material breach of contract may discharge the nonbreaching party's further performance under the contract. Zim Israel Navigation Co. v. Indonesian Exps. Dev. Corp., 1993 WL 88223, *2 (S.D. N.Y. Mar. 24, 1993).

Matchniff v. Great Nw. Ins. Co. , 224 F. Supp. 3d 1119, 1124 (D. Or. 2016) ; Bromfield v. HSBC Bank Nevada , Case No. 3:13-cv-00462-SI, 2014 WL 183895, at *6 (D. Or. Jan. 13, 2014) ; Olmstead v. ReconTrust Co. , 852 F.Supp.2d 1318, 1322–23 (D. Or. 2012) ; Slover , 144 Or. App. at 570, 927 P.2d 1098. "Under Oregon law, ‘[a] breach is material if it goes to the very substance of the contract and defeats the object of the parties entering into the contract.’ " Woods v. Wells Fargo Bank, N.A. , Civ. No. 6:13-00457-AA, 2014 WL 334253, at *4 (D. Or. Jan. 28, 2014) (quoting Bisio v. Madenwald , 33 Or. App. 325, 331, 576 P.2d 801 (1978) ). Also under Oregon law, a plaintiff must plead and prove her own substantial performance of the contract's terms. Strasser v. BAC Home Loan Serv. , No. 3:11-cv-01432-JE, 2014 WL 6686717, at *6 (D. Or. Nov. 24, 2014).