UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
ZENITH CAREX INTERNATIONAL LIMITED,
Plaintiff, Civil Action No. 25 - 578 (LLA) v.
CHEMONICS INTERNATIONAL, INC.,
Defendant.
MEMORANDUM OPINION AND ORDER
Plaintiff Zenith Carex International Limited (“Zenith”) commenced this action against
Chemonics International, Inc., d/b/a SAII Associates Ltd/Gte. (“Chemonics”), alleging a variety
of claims arising out of Chemonics’ alleged defamatory statements. ECF No. 1. Chemonics has
filed a motion to dismiss Zenith’s complaint. ECF No. 16. Chemonics has also filed
counterclaims, ECF No. 22, to which Zenith provided an answer, ECF No. 23. For the foregoing
reasons, the court will grant Chemonics’ motion to dismiss.
I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY
The following factual allegations drawn from Zenith’s complaint, ECF No. 1, are accepted
as true for the purpose of evaluating the motion to dismiss, Am. Nat’l Ins. Co. v. Fed. Deposit Ins.
Co., 642 F.3d 1137, 1139 (D.C. Cir. 2011).
A. The Subcontract
Chemonics, a corporation headquartered in the District of Columbia, is a global
development firm that provided professional and logistics services to the former United States Agency for International Development (“USAID”). ECF No. 1 ¶¶ 3, 8. 1 Chemonics was tasked
with managing the distribution of health commodities to Nigeria on behalf of USAID. Id. ¶ 10.
Chemonics was also responsible for the warehousing and distribution of commodities in Nigeria
for the Global Fund to Fight AIDS (“the Global Fund”), an independent foundation that has
historically received most of its funding from the United States government. Id. ¶¶ 9-10.
Chemonics conducted these activities in Nigeria through a subsidiary company, SAII Associates
Ltd/Gte. Id. ¶ 11.
On May 23, 2017, Chemonics, through its subsidiary, entered into a subcontract with
Zenith “for the provision of long haul and last mile delivery services” in Nigeria (the
“Subcontract”) pursuant to Chemonics’ contracts with USAID and the Global Fund. Id. ¶¶ 14-15.
The parties modified the Subcontract several times over the next few years, including a
modification in 2019 that raised the contract price by an additional one billion naira, or
approximately $2,783,000 USD. Id. ¶¶ 16-18.
B. Chemonics’ Disclosures to the U.S. Justice Department
In January 2020, Chemonics disclosed to the U.S. Department of Justice (“DOJ”)
“allegations that Zenith had intentionally overbilled Chemonics for commodity distribution
services and that there were allegations of possible collusion between one or more Chemonics
1 USAID effectively ceased operations on February 23, 2025, and its functions were transferred to the Department of State. See USAID, Notification of Administrative Leave, https://perma.cc/9ZZE-QDLC; Press Release, Marco Rubio, Sec’y of State, U.S. Dep’t of State, On Delivering an America First Foreign Assistance Program (Mar. 28, 2025), https://perma.cc/H2QJ-4WVC. The court will refer to the agency as USAID for purposes of this case.
2 employees and Zenith.” ECF No. 1-9, at 2. 2 Unbeknownst to Zenith, the U.S. Attorney’s Office
for the Western District of Missouri then began investigating Chemonics for fraud and violations
of the False Claims Act, 31 U.S.C. § 3729 et seq. ECF No. 1 ¶ 31. Zenith alleges that “on a date
or dates to be determined by subsequent discovery,” Chemonics told DOJ that Zenith was
responsible for the fraudulent overbilling. Id. ¶ 32.
C. Chemonics and Zenith’s Private Arbitration and Settlement
In March 2020, Chemonics stopped paying Zenith’s invoices. Id. ¶ 24. Zenith reported
Chemonics’ nonpayment to Nigeria’s Federal Ministry of Health in August 2020, but the Ministry
of Health did not respond. Id. Zenith then filed a petition with Nigeria’s Economic and Financial
Crimes Commission in February 2021, seeking to recover the remaining amount from the unpaid
invoices. Id. Chemonics filed a counter-petition and later made a settlement offer, which Zenith
accepted. Id.
Also in 2021, Chemonics initiated arbitration “to recover from a subcontractor (Zenith)
that overcharged, by millions of dollars (USD), for the delivery of health commodities in Nigeria.”
ECF No. 1-6, at 2-3. Zenith alleges in its complaint that Chemonics did not “provide any
substantiating proof” and instead proposed a settlement to Zenith, which Zenith “promptly
accepted.” ECF No. 1 ¶¶ 25-27. The parties accordingly filed a joint motion to close the
arbitration and dismiss Chemonics’ claims, which the arbitral tribunal granted. Id. ¶ 27; see ECF
No. 1-7.
2 When citing ECF Nos. 1-6 to 1-15, the court uses the page numbers generated by CM/ECF rather than any internal pagination.
3 Zenith and Chemonics executed a settlement agreement (the “Settlement Agreement”) in
March 2022. ECF No. 1 ¶ 28. As relevant here, the Settlement Agreement first defines the
“Disputes” covered by the agreement to include the arbitral proceedings, Zenith’s petitions and
Chemonics’ cross-petition to the Economic and Financial Crimes Commission, Zenith’s petition
to the Federal Ministry of Health, “and any other controversies arising under or relating to the
Subcontract.” ECF No. 1-8, at 4. Per the agreement, each party, “without admission of liability
for any alleged breach whatsoever, or any wrongful, unlawful, unjust or any like conduct,
undertakes to release the other Party and its Related Parties of all obligations and liabilities arising
from any of the Disputes and the Subcontract.” Id. at 5. The Release section provides as follows:
6. Release
This Deed is in full and final settlement of, and each Party releases and forever discharges, all and any actions, claims, rights, demands and set-offs, whether in this jurisdiction or any other, whether or not presently known to the Parties or to the law, and whether in law or equity, that it, its Related Parties or any of them ever had, may have or hereafter can, shall or may have against any other Party of any of its Related Parties arising out of or connected with:
(a) the Disputes;
(b) the underlying facts relating to the Disputes;
(c) any agreement between or act by the Parties or their Related Parties or any of them; and
(d) any other matter arising out of or connected with the relationship between the Parties.
(Collectively, the “Released Claims”).
Id. at 6.
The parties also agreed “not to sue, commence, voluntarily aid in any way, prosecute, or
cause to be commenced or prosecuted against the other Party or its Related Parties any action, suit
4 or other proceedings concerning the Released Claims, in this jurisdiction or any other,” with a
limited exception for claims alleging breach of the Settlement Agreement itself. Id.
D. Chemonics and DOJ’s Settlement
In December 2024, DOJ issued a press release announcing a settlement with Chemonics.
ECF No. 1-10, at 2. Under the settlement, Chemonics agreed to pay approximately $3.1 million
to the United States to “resolve[] allegations that Chemonics acted recklessly in failing to detect
fraudulent charges by its subcontractor, Zenith Carex (Zenith), for certain delivery services in
Nigeria[] and passed the charges on to USAID.” Id. The press release stated that “[b]etween
June 2017 and March 2020, Zenith fraudulently charged Chemonics for its long-haul delivery
services based on truck tonnage as opposed to the weight per kilogram of the commodity
transported, as the subcontract between Chemonics and Zenith required” and “charged Chemonics
more for last-mile delivery services than the subcontract allowed.” Id. at 2-3.
In the settlement agreement between DOJ and Chemonics, DOJ laid out several additional
factual details. ECF No. 1-9, at 2. DOJ stated that “Zenith fraudulently charged Chemonics for
its transportation services based on truck tonnage” and by overcharging for last-mile delivery
services, that “Chemonics submitted claims for payment to USAID that were false because they
relied upon Zenith’s fraudulent charges,” and that “Chemonics’ failure to detect Zenith’s
fraudulent overcharging was a result of Chemonics’ systematic process and personnel failures.”
Id. at 3. Chemonics “denied” those factual allegations. Id. at 5. DOJ also recognized that
“Chemonics self-disclosed the conduct and cooperated with the United States’ multi-year
investigation,” and that it “took remedial action to address Zenith’s fraudulent overbilling.” Id.
at 4. The settlement agreement noted that it represented “neither an admission of liability by
Chemonics nor a concession by the United States that its claims are not well-founded.” Id. at 5.
5 Following DOJ’s press release, news outlets including Devex, Peoples Gazette, and
Rifnote Media published articles describing the settlement. ECF No. 1 ¶¶ 46-52; see ECF
Nos. 1-12, 1-13, 1-15. Peoples Gazette and Rifnote Media stated that DOJ had fined Chemonics
“over fraud by” Zenith. ECF No. 1-13, at 2; ECF No. 1-15, at 2. Rifnote Media further stated that
Chemonics agreed to pay the fine “over the fraudulent activities of its Nigerian subcontractor
Zenith for inflating its bills, massively overcharging U.S. Agency for International Development
(USAID) for distributing sensitive HIV/AIDS treatment packages.” ECF No. 1-15, at 3. And
Devex published a statement directly from a Chemonics spokesperson saying that the settlement
“brings finality to this matter and we continue to deny liability as the subcontractor [Zenith]
defrauded Chemonics and the U.S. government despite the controls and oversight both have in
place.” ECF No. 1 ¶ 46; see ECF No. 1-12, at 3.
E. The Instant Suit
In February 2025, Zenith filed this suit, alleging defamation, defamation per se, injurious
falsehood, tortious interference, and breach of contract based on Chemonics’ statements to DOJ,
Devex, Rifnote Media, and Peoples Gazette. ECF No. 1 ¶¶ 58-188. Chemonics filed a motion to
dismiss, ECF No. 16, and subsequent counterclaims for breach of the settlement agreement, ECF
No. 22. The motion to dismiss is fully briefed, see ECF Nos. 16, 19, 21, and Zenith has filed an
answer to Chemonics’ counterclaims, ECF No. 23.
II. LEGAL STANDARD
Under Federal Rule of Civil Procedure 12(b)(6), the court will dismiss a complaint that
does not “contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is
plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v.
6 Twombly, 550 U.S. 544, 570 (2007)). “A claim has facial plausibility when the plaintiff pleads
factual content that allows the court to draw the reasonable inference that the defendant is liable
for the misconduct alleged.” Id. In evaluating a motion under Rule 12(b)(6), a court accepts all
well-pleaded factual allegations in the complaint as true. See Erickson v. Pardus, 551 U.S. 89, 94
(2007) (per curiam); see also Atherton v. D.C. Off. of Mayor, 567 F.3d 672, 681 (D.C. Cir. 2009).
Although the plausibility standard does not require “detailed factual allegations,” it “requires more
than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not
do.” Twombly, 550 U.S. at 555. Nor will “‘naked assertion[s]’ devoid of ‘further factual
enhancement’” suffice. Iqbal, 556 U.S. at 678 (alteration in original) (quoting Twombly, 550 U.S.
at 557).
In determining whether a complaint fails to state a claim, a court may consider only the
facts alleged in the complaint and “any documents either attached to or incorporated in the
complaint and matters of which [the court] may take judicial notice.” N. Am. Butterfly Ass’n v.
Wolf, 977 F.3d 1244, 1249 (D.C. Cir. 2020) (alteration in original) (quoting Hurd v. District of
Columbia, 864 F.3d 671, 678 (D.C. Cir. 2017)).
III. DISCUSSION
Zenith raises claims of defamation and defamation per se arising out of Chemonics’
statements (Counts I to VIII), ECF No. 1 ¶¶ 58-159, as well as claims of injurious falsehood
(Count IX), tortious interference (Count X), and breach of the subcontract (Count XI), id.
¶¶ 160-188. 3 Chemonics argues that all of Zenith’s claims are barred by the release of claims in
3 Zenith also alleged a twelfth count requesting injunctive relief but later withdrew that count on the basis that “a request for injunctive relief is not a stand-alone claim in the District of Columbia.” ECF No. 19, at 42.
7 the parties’ 2022 Settlement Agreement. ECF No. 16, at 10-14. It also argues for dismissal based
on the judicial proceedings privilege, id. at 14-16, the fair report privilege, id. at 16-19, the
applicable statutes of limitations, id. at 19-23, and Zenith’s failure to state a claim, id. at 23-41.
Because the court concludes that Zenith’s claims are barred by the Settlement Agreement, it need
not reach Chemonics’ other arguments for dismissal.
Chemonics chiefly argues that the case should be dismissed because the parties’ Settlement
Agreement released all claims between the parties. Id. at 10-11 & n.2. 4 “When assessing whether
a plaintiff has waived [its] right to bring a particular claim by signing a release, the normal rules
of contract interpretation apply.” Keister v. AARP Benefits Comm., 410 F. Supp. 3d 244, 250
(D.D.C. 2019), aff’d, 839 F. App’x 559 (D.C. Cir. 2021). Because this court is exercising diversity
jurisdiction, it will construe the contract in accordance with District of Columbia contract-law
principles. 5 “Under District of Columbia law, if the language of a release is not ambiguous on its
4 Chemonics frames this as an argument for dismissal for lack of subject-matter jurisdiction under Rule 12(b)(1), ECF No. 16, at 1, but it curiously asks for dismissal “with prejudice,” id., which is not available when a court lacks subject-matter jurisdiction, see N. Am. Butterfly Ass’n, 977 F.3d at 1253 (noting that “a dismissal for want of subject-matter jurisdiction can only be without prejudice”). As Chemonics acknowledges, “there is ‘some disagreement among courts in this Circuit about whether [requests to dismiss due to a settlement agreement] are appropriately resolved under Rule 12(b)(1) or 12(b)(6),’” which might account for the company’s confusion. ECF No. 16, at 10 n.2 (quoting Giri v. Nat’l Bd. of Med. Exam’rs, No. 24-CV-410, 2025 WL 304786, at *5 (D.D.C. Jan. 27, 2025), appeal dismissed, No. 25-7021, 2025 WL 1600484 (D.C. Cir. June 5, 2025)). That disagreement is likely owing to differences in the timing of the relevant settlement agreement. A settlement during the pendency of litigation can moot a case and deprive the court of subject-matter jurisdiction, see Lake Coal Co. v. Roberts & Schaefer Co., 474 U.S. 120, 120 (1985) (per curiam), whereas the scope and validity of a pre-litigation release of claims is a merits question appropriately resolved on a motion under Rule 12(b)(6), see Perry v. Merit Sys. Prot. Bd., 582 U.S. 420, 435 & n.9 (2017). The court accordingly considers Chemonics’ settlement-agreement arguments under Rule 12(b)(6). 5 The Settlement Agreement contains a provision stating that the agreement “and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its (continued on next page)
8 face, the Court ‘must rely solely upon its language as providing the best objective manifestation
of the parties’ intent.’” Fed. Deposit Ins. Corp. v. Parvizian, Inc., No. 94-CV-132, 1996 WL
640839, at *3 (D.D.C. Jan. 31, 1996) (quoting Bolling Fed. Credit Union v. Cumis Ins. Soc’y, Inc.,
475 A.2d 382, 385 (D.C. 1984)); see Dyer v. Bilaal, 983 A.2d 349, 361 (D.C. 2009) (explaining
that “absent ambiguity, we enforce written contracts according to their terms” and without
extrinsic evidence).
Chemonics argues that the plain language of the Settlement Agreement bars all of Zenith’s
claims. The court agrees. A core factual premise of Zenith’s eleven claims—expressly
incorporated into each count—is that Chemonics made defamatory statements to various entities
that Zenith was responsible for fraud and overbilling under the Subcontract. See ECF No. 1
¶¶ 32-46 (alleging that Chemonics knowingly made false statements about Zenith’s purported
fraud under the Subcontract); id. ¶¶ 58, 71, 85, 97, 110, 122, 135, 147 (“repeat[ing] and
realleg[ing] Paragraphs 1 through 57” in Counts I to VIII); id. ¶ 160 (“repeat[ing] and realleg[ing]
Paragraphs 1 through 159” in Count IX); id. ¶ 167 (“repeat[ing] and realleg[ing] Paragraphs 1
through 166” in Count X); id. ¶ 179 (“repeat[ing] and realleg[ing] Paragraphs 1 through 177” in
Count XI).
In the Settlement Agreement, Zenith released “all and any actions [or] claims,” “whether
or not . . . known” to Zenith at the time of the agreement, that Zenith “ever had, may have or
subject matter or formation shall be governed by and construed in accordance with the laws of Federal Republic of Nigeria.” ECF No. 1-8, at 8. But Chemonics proceeds on the assumption that District of Columbia contract law governs the dispute, see ECF No. 16, at 11-12, and Zenith does not argue otherwise, see ECF No. 19, at 26-27. And “[u]nlike jurisdictional issues, courts need not address choice of law questions sua sponte.” In re Korean Air Lines Disaster of Sep. 1, 1983, 932 F.2d 1475, 1495 (D.C. Cir. 1991). The court will accordingly construe the contract in accordance with District of Columbia contract law.
9 hereafter can, shall or may have . . . arising out of or connected with: (a) the Disputes; (b) the
underlying facts relating to the Disputes; (c) any agreement between or act by the Parties or their
Related Parties or any of them; and (d) any other matter arising out of or connected with the
relationship between the Parties.” ECF No. 1-8, at 6. The “Disputes,” in turn, include the arbitral
proceedings, Zenith’s petitions and Chemonics’ cross-petition to the Nigerian Economic and
Financial Crimes Commission, and Zenith’s petition to the Federal Ministry of Health, along with
“any other controversies arising under or relating to the Subcontract.” Id. at 4.
Chemonics’ statements about any fraud in Zenith’s performance of the Subcontract clearly
arise out of a “controvers[y] . . . relating to the Subcontract”—that is, DOJ’s investigation into
Chemonics for committing fraud and violating the False Claims Act by recklessly failing to
prevent Zenith’s alleged fraud under the Subcontract. Zenith’s claims are accordingly barred by
subsection (a) of the release because they “aris[e] out of” or are “connected with” a controversy
relating to the Subcontract. See id. at 6.
Zenith’s claims are also barred by subsection (b) of the release because they arise from
“the underlying facts relating to the Disputes.” Id. As Zenith concedes, the underlying arbitral
proceedings giving rise to the Settlement Agreement arose from Chemonics’ allegations of “fraud
and inflated invoicing” against Zenith under the Subcontract. ECF No. 1 ¶ 25; see ECF No. 1-6,
at 2-3 (explaining that Chemonics initiated the arbitral proceedings “to recover from a
subcontractor (Zenith) that overcharged, by millions of dollars,” under the Subcontract). The
“underlying facts relating to the Disputes” thus center on Chemonics’ allegations that Zenith
fraudulently overbilled for its services under the Subcontract. Here, each of the first ten counts of
the complaint alleges that Chemonics harmed Zenith by making statements about Zenith’s alleged
fraud and overbilling under the Subcontract. See ECF No. 1 ¶¶ 58-159 (alleging eight counts of
10 defamation based on Chemonics’ statements that Zenith fraudulently overbilled for its services
under the Subcontract); id. ¶¶ 160-166 (alleging injurious falsehood based on the same
statements); id. ¶¶ 167-178 (alleging that Chemonics committed tortious interference “by taking
the actions described herein”). Counts I to X are thus all “claims” that one of the parties—Zenith—
“may have or hereafter can, shall or may have” against the other party—Chemonics—“arising out
of or connected with . . . the underlying facts relating to the Disputes,” and they are thus covered
by the plain text of the Settlement Agreement. ECF No. 1-8, at 6. Count XI even more obviously
arises out of the underlying disputes, for there Zenith alleges breach of the Subcontract itself. ECF
No. 1 ¶¶ 179-188.
Lest there be any doubt, subsection (c) of the release covers “all and any claims . . . arising
out of or connected with . . . any agreement between or act by the Parties.” ECF No. 1-8, at 6.
This section is also sufficient to cover all eleven counts, each of which alleges “acts” by Chemonics
and “arises out of” an agreement between the parties, i.e., the underlying Subcontract. And in
subsection (d), Zenith agreed to release “all and any claims . . . arising out of or connected
with . . . any other matter arising out of or connected with the relationship between the Parties.”
Id. (emphasis added). That is, Zenith released “all and any” claims arising out of any matter arising
out of “the relationship between the Parties.” The language could not be clearer: it unambiguously
releases Chemonics from essentially “any claims” brought by Zenith, and that certainly includes
these claims, which stem from the alleged fraud in connection with the parties’ underlying
Subcontract.
Zenith does not contend with the broad language of the release, but instead raises a variety
of counterarguments. None is availing. First, Zenith suggests that “the earlier dispute leading to
the [Settlement Agreement] and release involved breaches of contract asserted by both parties and
11 were unrelated to Defendant’s later tortious behavior.” ECF No. 19, at 22. This argument
misunderstands the Settlement Agreement, in which the parties agreed to release a much broader
swath of claims than those at issue in the arbitration proceeding. See ECF No. 1-8, at 6 (releasing
“all and any actions, claims, rights, demands and set-offs”). Indeed, the arbitral proceedings are
just one component of the Settlement Agreement’s broad definition of covered “Disputes.” Id.
at 4 (including “any other controversies . . . relating to the Subcontract”). A defamation suit based
on one party’s statements about another party’s fraud in performing a contract surely is a
controversy “relating to the []contract” and is thus barred by the release. But even if that were not
the case, as the court has already explained, the release extends more broadly than to just the
broadly worded “Disputes”—it covers “all and any claims” connected with “the underlying facts
relating to the Disputes” or “arising out of or connected with the relationship between the Parties.”
Id. at 6 (emphases added). Relatedly, to the extent Zenith is arguing that its claims fall outside the
release because they sound in tort rather than contract, that argument runs directly counter to the
“all and any claims” language in the release. See GLM P’ship v. Hartford Cas. Ins. Co., 753 A.2d
995, 999 (D.C. 2000) (“The mere fact that the release did not use the terms ‘negligence’ or ‘tort’
did not render invalid its application as a general release.”).
Zenith next argues that because the facts giving rise to the defamation and related claims
“had not yet occurred, the parties cannot be said to have contemplated or intended the release to
bar such future claims.” ECF No. 19, at 26. But the Settlement Agreement expressly includes a
waiver of claims “whether or not presently known to the Parties or to the law” that Zenith “ever
had, may have or hereafter can, shall or may have.” ECF No. 1-8, at 6. Given the broad language
of the Settlement Agreement, Zenith’s reliance on cases in which the plaintiff had only agreed to
waive “matters that he alleged or could have alleged” in his mediation proceeding, Herbert v.
12 Architect of Capitol, 839 F. Supp. 2d 284, 298 (D.D.C. 2012), or in which the plaintiff waived
only those claims “existing on or before the date of the agreement,” Pilon v. U.S. Dep’t of Just.,
796 F. Supp. 7, 11 (D.D.C. 1992); see ECF No. 19, at 26, falls short. Although a party may elect
not to release future claims when negotiating a settlement, the unambiguous terms of this release
cover claims that Zenith “hereafter can, shall or may have.” ECF No. 1-8, at 6. 6 Indeed, the court
in Pilon noted that the plaintiff had rejected a previous draft contract covering claims he “may
have or hereafter acquire” against the defendant—much like the language to which Zenith actually
agreed. Id. at 11.
Zenith devotes a paragraph to arguing that collateral estoppel cannot preclude its suit, ECF
No. 19, at 26, but there is no issue of collateral estoppel before the court. Zenith also suggests that
the underlying claims Chemonics raised in arbitration were “baseless” and cannot serve as a
“license to defame and otherwise harm Zenith.” Id. at 22. But Zenith cannot relitigate the
underlying merits of the claims it agreed to settle—the primary purpose of the Settlement
Agreement was to allow the parties to release current and future claims “without admission of
liability for any alleged breach whatsoever.” ECF No. 1-8, at 5.
Finally, Zenith argues that even if the release covered its claims, “the release is
unenforceable due to a lack of consideration.” ECF No. 19, at 27. Zenith suggests that “there is
no additional consideration alleged or shown other than payment to Plaintiff for its breach of
contract damages, with none for the additional release of future torts.” Id. That argument again
evinces a fundamental misunderstanding of the Settlement Agreement, which is a bilateral
6 What is more, Chemonics’ statements to DOJ were made prior to March 2020, see ECF No. 1 ¶ 34, so it can hardly be said that claims based on those statements constitute “future” claims with respect to the parties’ 2022 Settlement Agreement, id. ¶¶ 27-29.
13 agreement between the parties that includes, among other conditions, an agreement to release all
claims as described in the release section. It is well established that “the relinquishment or waiver
of a legal or contract right or privilege is sufficient consideration for a promise.” GLM P’ship,
753 A.2d at 1000 (internal quotation marks omitted); see Osvatics v. Lyft, Inc., 535 F. Supp. 3d 1,
11 (D.D.C. 2021) (“A promise is a sufficient consideration for a return promise.” (quoting 3511
13th St. Tenants’ Ass’n v. 3511 13th St., N.W. Residences, LLC, 922 A.2d 439, 443 (D.C. 2007))).
Here, Chemonics made several promises: it promised to pay a lump sum of money to Zenith, ECF
No. 1-8, at 5; it promised to withdraw its petition before the Nigerian Economic and Financial
Crimes Commission “and forever discharge Zenith of any wrongdoing,” id. at 6; it promised not
to bring any action against Zenith concerning the released claims, id.; and it promised to be bound
by Nigerian law in any dispute arising out of the Settlement Agreement, id. at 8, just to name a
few. The one case Zenith cites merely reaffirms an uncontroversial principle of contract law: that
modification of a unilateral contract requires new consideration. City Stores Co. v. Ammerman,
266 F. Supp. 766, 772 (D.D.C. 1967); see ECF No. 19, at 26-27. There is no modification at issue
here, and so the parties’ bargained-for exchange, including the release of all claims, is enforceable.
IV. CONCLUSION
For the foregoing reasons, it is hereby ORDERED that Chemonics’ motion to dismiss,
ECF No. 16, is GRANTED, and Zenith’s claims are DISMISSED with prejudice. It is further
14 ORDERED that the parties shall meet and confer and file a joint status report proposing next steps
with respect to Chemonics’ counterclaims, ECF No. 22, on or before April 1, 2026.
LOREN L. ALIKHAN United States District Judge Date: March 18, 2026