¶ 72 To succeed on a contract claim, among other things, the plaintiff is obligated to prove he performed his end of the contract and did not materially breach it. Lar sen v. Carle Foundation, 386 Ill.App.3d 799, 803 (2008); see McBride v. Pennant Supply Corp., 253 Ill.App.3d 363, 367 (1993) (party who materially breaches contract cannot take advantage of terms that benefit him). To determine whether a breach is material, we consider:" '(1) [W]hether the breach defeated a bargained-for objective; (2) [W]hether the breach caused disproportionate prejudice to the non-breaching party; (3) [W]hether custom or usage shows the breach to be material; and (4) [W]hether allowance of reciprocal nonperformance would result in an unreasonable and unfair advantage to either party.'"

It is true that Illinois forbids a party in material breach of a contract from taking advantage of terms in that contract benefitting him. See, e.g., McBride v. Pennant Supply Corp., 253 Ill.App.3d 363, 191 Ill.Dec. 457, 623 N.E.2d 1047, 1051 (1993); Goldstein v. Lustig, 154 Ill.App.3d 595, 107 Ill.Dec. 500, 507 N.E.2d 164, 168 (1987); see also Kosuga v. Kelly, 257 F.2d 48, 56 (7th Cir.1958). But that rule does not apply in this case; Assaf misses the point.

We decline Ocean Atlantic's none-too-subtle invitation to reweigh the facts and revisit the trial court's findings. The proportionality-of-prejudice element of the materiality test requires the factfinder to compare the relative burdens that each side would suffer if the contract were terminated. McBride v. Pennant Supply Corp., 253 Ill.App.3d 363, 368, 191 Ill.Dec. 457, 623 N.E.2d 1047 (5th Dist. 1993); Maywood Proviso, 252 Ill.App.3d at 169-70, 192 Ill.Dec. 123, 625 N.E.2d 83; see also Markhoff-Fitzgerald Assocs. v. Sable Corp., 1990 U.S. Dist. LEXIS 2875 *22-25 (N.D.Ill. 1990) (finding immateriality as matter of law; breach of option-to-purchase-insurance clause failed to defeat bargained-for objective and disparity of prejudice was significant). In the case before us, the district court found that Ocean Atlantic spent $1.7 million in fees and expenses related to the annexation, rezoning, planning, preliminary engineering, and marketing of the property between 1997 and 2001.

The fact that he received the February 2014 payment several days late, particularly in light of the fact that Ms. Johnson was hospitalized in the days prior to February 15, did not prejudice Handler or defeat the parties' bargained for objective—to ensure that Handler received a guaranteed stream of payments in exchange for allowing the Johnsons to exit bankruptcy with significantly reduced debt. Handler did not establish that he suffered any prejudice as a result of the delayed February 2014 payment, instead admitting that he had received the Johnsons' payment by the time of the hearing on his motion to reopen. See Markoff-Fitzgerald Ass'n v. Sable Corp., No. 85 C 9184, 1990 WL 37669, at *7 (N.D. Ill. Mar. 14, 1990) (finding of materiality inappropriate where undisputed facts showed that non-breaching party suffered no harm from purported breach); cf. McBride v. Pennant Supply Corp., 623 N.E.2d 1047, 1051-52, 253 Ill. App. 3d 363, 191 Ill. Dec. 457 (1993) (finding breach was material where breaching party did not conduct evaluation for almost three years, noting that "[i]t is not as if McBride merely went without his money for a few months or even a year"). As for the last factor, the Johnsons represented in the bankruptcy court that the payment was not made on time because of Ms. Johnson's unexpected hospitalization.

Central Beverage cites a number of cases that stand for the proposition that if “a party has materially breached a contract, he cannot take advantage of terms of the contract which benefit him.” McBride v. Pennant Supply Corp., 253 Ill.App.3d 363, 191 Ill.Dec. 457, 623 N.E.2d 1047, 1051 (5th Dist.1993) (emphasis in original) (quoting Robinhorne Construction Corp. v. Snyder, 113 Ill.App.2d 288, 251 N.E.2d 641, 645–46 (Ill.App.Ct. 4th Dist.1969)); see also Kosuga v. Kelly, 257 F.2d 48, 55 (7th Cir.1958) (“it is a well established principle that a party to a contract who commits the first breach of its terms cannot maintain an action for a subsequent breach by the other party.”). These cases may have some bearing on Hedinger's ability to recover damages for breach of the Agreement (but again, the merits of Hedinger's counterclaim are not before the Court at this time).

"It is commonplace contract law that a party cannot have the benefits of a contract unless he has also performed the obligations." McBride v. Pennant Supply Corp., 623 N.E.2d 1047, 1052 (Ill.App.Ct. 1993) ( quoting Kobus v. Jefferson Ice Co., 276 N.E.2d 725, 727 (Ill.App.Ct. 1971)). Thus, if Richards-Wilcox breached the agreement before Minsor abandoned the project, Richards-Wilcox may not be entitled to compensation.

Stated slightly differently, a party cannot have the benefits of a contract unless it has also performed the obligations. See McBride v. Pennant Supply Corp., 623 N.E.2d 1047, 1052 (Ill.App.Ct. 1993). Daymark asserts that Sara Lee's rights under the Agreements in the event of Daymark's breach do not include refusing to pay Daymark's invoices because the Agreements provide that neither their termination nor expiration releases Sara Lee "from any obligation to pay any sum that may be owing" to Daymark.

Plaintiff responds that Defendants cannot rely on the fact that the Trustee never received the earnest money deposit and the holding in Newcastle Properties, because of RERM's "material first breach". Plaintiff relies on McBride v. Pennant Supply Corp., 253 Ill.App.3d 363, 191 Ill. Dec. 457, 623 N.E.2d 1047, 1051 (1993), for the proposition that if "a party has materially breached a contract, he cannot take advantage of terms of the contract which benefit him...." (Quoting Robinhorne Construction Corp. v. Snyder, 113 Ill. App.2d 288, 251 N.E.2d 641, 645-46 (1969)). Assuming arguendo that RERM's breach of the deposit requirement was material, the doctrine of material breach only discharged the Trustee from proceeding with a sale under the Agreement.

As a minority shareholder, Jack also lacks voting power to force the board of directors to set a book value that is reasonably related to the fair value of the company's assets. Cf. Horne v. Drachman, 247 Ga. 802, 280 S.E.2d 338, 340–41 (1981) (examining agreement requiring parties revise buyout price yearly and providing CPA shall revise price if no price set after thirteen months); McBride v. Pennant Supply Corp., 253 Ill.App.3d 363, 191 Ill.Dec. 457, 623 N.E.2d 1047, 1050 (1993) (examining agreement providing that if annual net worth determination was not accomplished within thirty days of notice of discharge, accountant regularly employed by corporation must prepare a statement of net worth); Maschmeier, 435 N.W.2d at 382–83 (examining agreement requiring stock buyout price be agreed upon at annual meeting or, in the event of disagreement, appointment of committee of appraisers to determine value); In re Estate of Mihm, 497 A.2d at 614 (referring to agreement requiring arbitration if shareholders could not set value). Yet, we believe the record is not adequate to determinewhether the price offered by BFI for the purchase of Jack's shares is so inadequate under the circumstances as to rise—when combined with the absence of a return on investment—to the level of actionable oppression.

As a minority shareholder, Jack also lacks voting power to force the board of directors to set a book value that is reasonably related to the fair value of the company's assets. Cf. Horne v. Drachman, 280 S.E.2d 338, 340-41 (Ga. 1981) (examining agreement requiring parties revise buyout price yearly and providing CPA shall revise price if no price set after thirteen months); McBride v. Pennant Supply Corp., 623 N.E.2d 1047, 1050 (Ill. App. Ct. 1993) (examining agreement providing that if annual net worth determination was not accomplished within thirty days of notice of discharge, accountant regularly employed by corporation must prepare a statement of net worth); Maschmeier, 435 N.W.2d at 382-83 (examining agreement requiring stock buyout price be agreed upon at annual meeting or, in the event of disagreement, appointment of committee of appraisers to determine value); In re Estate of Mihm, 497 A.2d 614 (referring to agreement requiring arbitration if shareholders could not set value). Yet, we believe the record is not adequate to determine whether the price offered by BFI for the purchase of Jack's shares is so inadequate under the circumstances as to rise—when combined with the absence of a return on investment—to the level of actionable oppression.