Firm Obtains Summary Judgment For Client In DuPage County Lawsuit

We were hired to defend a DuPage County, Illinois business in a breach of contract action stemming from the creation of custom made software products under the direction of Konica Minolta.   After approximately a year of litigation in DuPage County court, we obtained dismissal of the case and a great ruling in favor of our client.

Our argument, which was the basis for dismissal of the breach of contract claim on summary judgment, was that the contract had not been validly accepted because (a) the software did not properly work and (b) our client had not signed an approval document.  The judge agreed and granted summary judgment in favor of our client.

Under the law, where acceptance is a term required in the contract, acceptance becomes a condition precedent, and without it, no contract exists. Ass’n Ben. Servs., Inc., 493 F.3d at 849-50 (N.D. Ill. 2004).  This is true even where the other essential terms have been agreed upon. Ceres Illinois, Inc.,  (finding that even where the essential terms have been agreed upon, if the parties required that a formal agreement be executed, there was no contract until the agreement was executed and delivered).

Where a condition precedent is not met, “the contract is neither enforceable nor effective until the condition is performed or the contingency occurs.” Jones v. Seiwert.  Until the condition precedent is met, the other party to the contract may be excused from performance – including making payments.

Key tips in defending an Illinois breach of contract case:

  • Make sure the contract is enforceable in the first place.  Many contracts are poorly written and may not be enforceable.
  • Did the party that sued you perform all of its obligation.  To prevail in Illinois for a breach of contract claim, the party seeking to enforce it must perform under the contract.
  • Are there damages?  If there are not damages, even with a breach, the recovery may be limited.
  • Did the plaintiff mitigate its damages?