## Facts

- Centech Group, Inc. held a U.S. Navy prime contract to convert approximately 55 million microfiche personnel records into digital form.
- Centech subcontracted significant work to I-NET, Inc. to design and develop a data conversion system.
- After Centech fell behind on the Navy contract, Centech and I-NET signed an Original Memorandum of Understanding (Original MOU).
- The Original MOU contemplated that I-NET would assume responsibility for performance by novation or by restructuring the arrangement; if neither could be achieved, the parties would work in good faith to restructure so I-NET became primarily responsible for deliverables.
- The Original MOU also contemplated that I-NET would award Centech approximately $9 million in subcontracts on other projects.
- The parties later executed a Revised MOU after they could not achieve the novation or restructuring contemplated in the Original MOU.
- The Revised MOU expressly superseded and replaced prior agreements on the subject matter and substituted a new arrangement under which I-NET (later succeeded by Getronicswang Co., LLC) would identify and pursue $10 million in project opportunities for Centech.
- Centech alleged Getronicswang failed to provide the promised opportunities and sued for breach of both the Original and Revised MOUs in the Eastern District of Virginia.
- The district court granted summary judgment to Getronicswang; Centech appealed.

## Issues

1. Whether the Revised MOU superseded the Original MOU, extinguishing Centech’s claims based on the Original MOU.
2. Whether Centech presented sufficient evidence to create a genuine dispute of material fact that Getronicswang breached the Revised MOU’s obligation to identify and pursue $10 million in project opportunities.

## Decision

- The Fourth Circuit affirmed summary judgment for Getronicswang.
- The court held the Revised MOU’s express supersession language displaced the Original MOU, barring claims premised on the Original MOU.
- The court held Centech failed to produce evidence from which a reasonable factfinder could conclude Getronicswang breached any enforceable obligation under the Revised MOU.
- Applying Rule 56, the court concluded Getronicswang was entitled to judgment as a matter of law because no genuine dispute of material fact existed on the Revised MOU claim.

## Legal Principles

- A later written agreement that expressly supersedes prior agreements on the same subject matter operates as a substituted contract, extinguishing obligations and claims under the superseded agreement.
- Contract language committing a party to “identify and pursue” business opportunities generally does not, without more, guarantee that a counterparty will receive a fixed amount of awarded work or revenue.
- When an agreement is framed as an efforts obligation (good-faith or reasonable efforts), a plaintiff must present specific, non-speculative evidence of deficient efforts or nonperformance to survive summary judgment.
- Under Rule 56, the nonmovant must show a genuine dispute of material fact; conclusory assertions or speculation about unrealized opportunities is insufficient.

## Conclusion

The Fourth Circuit affirmed summary judgment because the Revised MOU expressly replaced the Original MOU and because Centech did not present evidence creating a triable issue that Getronicswang failed to satisfy any enforceable, efforts-based duty to identify and pursue project opportunities under the Revised MOU.


Centech Grp., Inc. v. Getronicswang Co., LLC, 49 F. App’x 472 (4th Cir. 2002)