The plaintiffs sought partial summary judgment declaring that no binding contract existed for a nationwide roll‑out of a stored value “Tim Card” payment system and that they had not misused confidential information obtained during a pilot program.
The defendants alleged that a binding agreement had been reached or, alternatively, that the plaintiffs breached confidentiality obligations and a duty to negotiate in good faith after abandoning negotiations and conducting an RFP process.
The court held that the evidence showed only an agreement in principle and ongoing negotiations, not a finalized contract, as material terms remained unresolved and the parties’ conduct did not demonstrate a binding commitment.
The court also found no misuse of confidential information, concluding that the operational data from the pilot project belonged to the restaurant chain and did not constitute protectable confidential information of the technology vendor.
However, genuine issues remained regarding whether the plaintiffs breached a contractual obligation to negotiate in good faith.
