Farnsworth, Contracts § 8.15, at p. 607 (1982). These words — accurately descriptive of Illinois law, see, e.g., Circle Security Agency, Inc. v. Ross, 107 Ill.App.3d 195, 202-03, 63 Ill.Dec. 18, 23, 437 N.E.2d 667, 672 (1982); Hanson v. Duffy, 106 Ill.App.3d 727, 732, 62 Ill.Dec. 401, 406, 435 N.E.2d 1373, 1378 (1982); Maywood Sportservice, Inc. v. Maywood Park Trotting Ass'n, Inc., 14 Ill.App.3d 141, 149, 302 N.E.2d 79, 84 (1973); Publishers Resource, Inc. v. Walker-Davis Publications, Inc., 692 F.2d 1143, 1146-47 (7th Cir. 1982) — could have been written with this case in mind. Of course some of the watches for which SM R has refused to pay Casio may actually be defective, but SM R has never attempted to identify which those are. Rejection of nonconforming goods must be made within a "reasonable time" after delivery, UCC § 2-602, Ill.Rev.Stat. 1981, ch. 26, 2-602, to give the seller a chance to resell the goods before they become hopelessly depreciated.
"Whether breach of contract is material . . . is a question to be decided on the inherent injustice of the matter." Ibid.; see also Hanson v. Duffy, 435 N.E.2d 1373, 1378 (Ill. App. 1982); Restatement (Second) of Contracts § 241. Greenberg and Weber contend that Brenner's contract claim fails as a matter of law because the undisputed facts show that Brenner materially breached the Agreement. They are correct as to Paragraph 4, which required Brenner "to return to Greenberg any and all communications (and all copies thereof) with Greenberg or [Weber], including specifically, without limitation, . . . all documents (and all copies thereof) concerning this matter or concerning any matters pertaining to [Greenberg and Weber]," to "forward to Greenberg all such e-mail transmissions and documents, and then permanently delete all e-mail transmissions and attachments of any type sent to or received from [Greenberg and Weber]," and to sign under oath the Paragraph 4 Certification. Brenner plainly violated Paragraph 4 by retaining five documents he was required to return or destroy — the handwritten "Brenner deal" document setting forth the original terms of his engagement on t
Ultimately what constitutes a reasonable time is a question of fact (Wilmette Partners, 230 Ill.App.3d at 257, 594 N.E.2d at 1184). Cases applying those precepts have diverged significantly in deciding what is considered a reasonable length of time for performance, for each case is fact-specific (see, e.g., Tabassum, 377 Ill.App.3d at 773, 881 N.E.2d at 408-09 (five months was reasonable); Cruz v. Globe Realty Mgmt. Co., No. 03 C 9298, 2005 WL 3455846, at *4 (N.D. Ill. Dec. 13) (five-month delay in performance was unreasonable) (applying Illinois law); Murphy v. Roppolo-Prendergast Builders, Inc., 117 Ill.App.3d 415, 417, 453 N.E.2d 846, 848 (1st Dist. 1983) (whether 19 months was unreasonable was a question of fact); Hanson v. Duffy, 106 Ill.App.3d 727, 731, 435 N.E.2d 1373, 1377 (2d Dist. 1982) (six months or thereabouts was limit of reasonable time), and Yale Devel. Co. v. Aurora Pizza Hut, 95 Ill.App.3d 523, 526, 420 N.E.2d 823, 825 (2d Dist. 1981)). But unsurprisingly, none of those cases dealt with the specific question of defining a reasonable time for contributions to be made pursuant to an LLC agreement.
Thus, it is the issue of Hitachi's breach upon which the Court must place its full attention in ruling upon Count 4 of Motorola's First Amended Complaint and Count 6 of Hitachi's Second Amended Counterclaim. Under Illinois law, a Defendant's failure to comply with the duty imposed by the Contract gives rise to a breach of the contract. Hanson v. Duffy, 106 Ill. App.3d 727, 732, 62 Ill.Dec. 401, 406, 435 N.E.2d 1373, 1378 (1982) [ quoting: Leazzo v. Dunham, 95 Ill. App.3d 847, 850, 51 Ill.Dec. 437, 440, 420 N.E.2d 851, 854 (1981)]. As this Court previously found, the H8/532 is not licensed under the 1986 PLA because it executes substantially the same instruction set and it infringes Motorola's '785, '559 and '945 patents, in direct conflict with the ZTAT Agreement.
Yet, minor or technical breaches by one party to the contract do not amount to a default which excuses the other party's performance. See Piro v. Pekin Ins. Co., 162 Ill. App.3d 225, 113 Ill.Dec. 220, 223, 514 N.E.2d 1231, 1234 (5th Dist. 1987); Circle Security Agency, Inc. v. Ross, 107 Ill. App.3d 195, 63 Ill.Dec. 18, 23, 437 N.E.2d 667, 672 (1st Dist. 1982); Hanson v. Duffy, 106 Ill. App.3d 727, 62 Ill.Dec. 401, 406, 435 N.E.2d 1373, 1378, (2d Dist. 1982). Only a material breach constitutes a default. Eastern Illinois Trust Savings Bank v. Sanders, 631 F. Supp. 1393, 1396 (N.D. Ill. 1986) aff'd, 826 F.2d 615 (7th Cir. 1987).
" (citations omitted) The rule of Welsh v. Jakstas was recently reaffirmed in Hanson v. Duffy, 106 Ill.App.3d 727, 62 Ill.Dec. 401, 405, 435 N.E.2d 1373, 1377 (2nd Dist. 1982) where the court stated, "An option, when accepted and exercised according to its terms, becomes a present contract for the sale of the premises." The court went on to hold that the exercise of such option terminates the lessor and lessee relationship, and causes those parties to enter into a relationship of vendor and vendee.
One claiming an adequate and proper tender of payment has the burden to prove both the offer to pay and the present ability of immediate performance at the time of the tender. Cf. Hanson v. Duffy, 106 Ill. App.3d 727, 435 N.E.2d 1373 (1982). To determine whether a proper tender of payment has been made, we have stated that a tender is more than a mere offer to pay.
The Court is troubled by the notion that BRP in effect will receive free use of the Property in the interim between the exercise of the option and the hypothetical July 1, 2006 closing date. Under the facts presented in this case but in a world where the issues are perfectly framed by the parties, the Court might well have concluded that the Maffetts remain liable for the payment of taxes and other incidental property costs and that BRP must pay fair "rent" for its use and enjoyment of the Property as a vendee in possession in the interim between the exercise of the option and the hypothetical closing. At common law the equitable rule was that a vendee in possession under an executory real estate sale contract should not enjoy the beneficial use of both the premises and his purchase money without compensating the vendor for either. See, e.g., Hanson v. Duffy, 435 N.E.2d 1373, 1378 (Ill.App.Ct. 1982). The application of that particular equitable principle may be one of first impression in Delaware, but the Court discerns no compelling reason why it ought not to apply in this case, except that the Maffetts have not made that particular argument.
The option, when accepted and exercised according to its terms, becomes a present contract for the sale of the property and the lease agreement extinguishes, thereby transforming the parties' relationship from lessor-lessee to vendor-vendee. 404 Ill. 538, 554, 89 N.E.2d 392, 402 (1949); Industrial Steel Construction, Inc. v. Mooncotch, 264 Ill.App.3d 507, 511-12, 202 Ill.Dec. 124, 637 N.E.2d 663, 666 (1994); Hanson v. Duffy, 106 Ill.App.3d 727, 730-31, 62 Ill.Dec. 401, 435 N.E.2d 1373, 1377 (1982). The property under contract is regarded, in equity, as that of the vendee, and the rights of the parties are thereafter governed by the terms of sale.
We disagree. Whether a breach is substantial enough to discharge another's duty to perform is decided on general principles based upon the inherent justice of the matter. Hanson v. Duffy, 106 Ill. App.3d 727, 732 (1982). In the present case, the Finkels apparently paid over $69,000 to the Lempas under the terms of the mortgage note before stopping payments.