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Here, the burden of proving an interpretation that would support a claim for breach falls
on the party claiming breach. Absent evidence that would allow a fact finder to find in favor of
the party claiming the sponsored interpretation, the court is required to grant summary judgment
for the opposing party. digEcor offers no contemporaneous evidence to support a factual finding
that the parties understood “functional specifications” to mean blueprints at the time of
contracting. Rather, digEcor points to Mr. Boyer’s after-the-fact interpretation of that term.
After-the-fact statements of a party’s understanding of the contract term at the time of
contracting, carry little or no weight when there is no evidence that they were communicated to
the opposing party in the contract negotiations. See, e.g., Haeberle v. Texas Int’l Airlines,
738 F.2d 1435, 1440 (5th Cir. 1984) (“Evidence of intent may be considered in testing the
reasonableness of alternative interpretations of a writing only when there is reason to believe the
intent was shared.”) (Pennsylvania law). This conclusion is particularly true where the party
arguing for that interpretation is seeking to impose obligations that were not clearly stated in the
contract documents.
On the other hand, the context of the relationship and the language of the October 22
Agreement both support e.Digital’s interpretation. Specifically, the October 22 Agreement gives
digEcor ten days to accept or reject the “functional specifications.” It is undisputed that digEcor
had no expertise in the manufacture of viewers. It makes little sense for digEcor to contract for a
right to approve blueprints that it did not have the expertise to understand. Moreover, over the
course of the relationship, e.Digital provided end-user function lists to digEcor, which digEcor
approved. digEcor offers no evidence that it objected or otherwise claimed this performance was
incomplete until after this dispute arose. This course of dealing further suggests that the parties
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understood these lists to be the “functional specifications” called for by the 2002 NDA. On this
record, no reasonable fact finder could conclude that the October 22 Agreement required
e.Digital to deliver blueprints or other documents beyond those digEcor acknowledges that
e.Digital delivered.
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.
