Extract to table

In ruling on a Section 2-615 motion, the Court must accept all well-pleaded facts in the counterclaim as true and draw all reasonable inferences from those facts in favor of the counter-plaintiff

The Counterclaim alleges, and the Court must accept as true, that Cardinal Peak failed to deliver compliant Surcharge Notices within the mandatory 15-business-day deadline under Section 7

Under Illinois law, a condition precedent is "an act or event, other than a lapse of time, which must exist or occur before a duty of immediate performance of a promise arises

2d 801, 821 (2005) (contractual terms must be given their plain and ordinary meaning, and where a contract is clear and unambiguous, its terms must be enforced as written)

To permit Cardinal Peak to do so would render Exhibit C meaningless — a result that is contrary to the well-established Illinois principle that all provisions of a contract must be given effect and no provision should be treated as surplusage

47 million overstatement attributable to Cardinal Peak's deviation from the Exhibit C methodology is a factual allegation that the Court must accept as true at this stage