Yet another ruling in favor of EDIG.

Accordingly, e.Digital is entitled to a declaration that e.Digital did not breach the October 22 Agreement’s “Functional Specifications” clause. Conversely, digEcor’s motion for a finding of breach is denied.

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A ruling for digEcor.

B. Duty to Negotiate Revenue Sharing Agreement in Good Faith
e.Digital maintains that digEcor was bound by the October 22 Agreement to negotiate a revenue sharing deal in good faith. There is no indication from the record that any such negotiations took place, so if such a duty existed, a ruling that digEcor breached would be warranted. digEcor responds that the October 22 Agreement’s promise to negotiate is unenforceable under New York law. As discussed below, digEcor is correct on this point. Accordingly, the October 22 Agreement’s good faith negotiation clause is unenforceable under New York law. Summary judgment in favor of digEcor and against e.Digital on this issue is therefore appropriate.