Titan Consortium 1, LLC v. Argentine Republic

Opinion

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

TITAN CONSORTIUM 1, LLC,

Petitioner, Case No. 21-cv-2250 (JMC)

v.

ARGENTINE REPUBLIC,

Respondent.

MEMORANDUM OPINION

Petitioner Titan Consortium 1, LLC (“Titan”) moves for summary judgment, seeking to

enforce an arbitration award against Respondent Argentine Republic (“Argentina”). ECF 1;

ECF 25.1 Over the course of summary judgment briefing, it became clear that Argentina does not

dispute Titan’s motion, as modified by Titan’s reply, ECF 28. Because Titan has demonstrated

that it is entitled to summary judgment, the Court will GRANT its motion.

I. BACKGROUND

The Court recounted the history of this case in its prior opinion denying Argentina’s motion

to dismiss and incorporates that discussion herein. See Titan Consortium 1, LLC v. Argentine

Republic, No. 21-CV-2250, 2024 WL 3858821, at *1–2 (D.D.C. Aug. 19, 2024). In brief: in the

early 2000s, three Spanish companies (“Claimants”) invested in two Argentinian airlines. ECF 26

at 10 ¶ 1. In 2008, Claimants sought arbitration before the International Centre for Settlement of

Investment Disputes (ICSID), alleging that Argentina violated a treaty it shares with Spain (the

1 Unless otherwise indicated, the formatting of citations has been modified throughout this opinion, for example, by omitting internal quotation marks, emphases, citations, and alterations and by altering capitalization. All pincites to documents filed on the docket in this case are to the automatically generated ECF Page ID number that appears at the top of each page.

1 “Argentina-Spain Treaty”) by unlawfully expropriating the airlines. Id. at 11–12 ¶¶ 6, 8; see

ECF 1-3 (Argentina-Spain Treaty); ECF 25-1 at 50–67 (Claimants’ request for arbitration). ICSID

is an arbitral institution established by the Convention on the Settlement of Investment Disputes

Between States and Nationals of Other States (the “ICSID Convention”), an international treaty

that lays out procedures for resolving investment disputes involving member states. See Valores

Mundiales, S.L. v. Bolivarian Republic of Venezuela, Ministerio del Poder Popular para

Relaciones Exteriores, 87 F.4th 510, 514–16 (D.C. Cir. 2023) (discussing the ICSID Convention).

Argentina, Spain, and the United States are all parties to the ICSID Convention. ECF 26 at 11 ¶ 5.

Claimants prevailed in the arbitration. In July 2017, the ICSID Tribunal agreed that

Argentina had violated the treaty and ordered that Argentina pay Claimants $320,760,000 in

compensation and $3,494,807 in costs and fees, plus interest. ECF 26 at 13–14 ¶¶ 11–15; see

ECF 1-1 ¶¶ 865, 925, 1040, 1068, 1147. In November 2017, Argentina filed an application to annul

the award. ECF 26 at 14 ¶ 16. ICSID denied that request and ordered Argentina to pay Claimants

an additional $1,017,512 for representation costs. Id. at 14 ¶¶ 17–19; see ECF 1-1 ¶ 257. In

November 2020, Claimants assigned their interest in the arbitral award to Titan. ECF 26 at 15–16

¶¶ 20–24; see ECF 25-1 at 5–49 (contracts between Claimants and Titan).

“ICSID is not authorized to enforce arbitration awards . . . Rather, the parties to any such

proceeding must rely on the courts of member states to enforce awards issued by an Arbitral

Tribunal convened in accordance with the ICSID Convention.” Valores Mundiales, S.L., 87 F.4th

at 513. Titan therefore filed a petition in this Court to enforce the arbitration award against

Argentina. ECF 1. Argentina moved to dismiss the case on statute-of-limitations grounds. ECF 12.

The Court determined that Titan’s petition was timely and denied Argentina’s motion. Titan

Consortium 1, LLC, 2024 WL 3858821 at *4. Titan filed a motion for summary judgment, asking

2 that the Court order Argentina to pay “(1) $324,254,807 on the Award (comprising $320,760,000

in compensation and $3,494,807 in costs and fees), plus prejudgment interest, compounded

semi-annually at the six-month U.S. Treasury Bill rate; (2) $1,017,512 on the Annulment Decision,

plus prejudgment interest at the prime rate; and (3) postjudgment interest on all those amounts at

the federal statutory postjudgment interest rate.” ECF 25 at 32. Argentina filed an opposition but

contested only one issue: whether Titan is entitled to prejudgment interest on the Annulment

Decision award. ECF 26. In its subsequent reply, Titan withdrew its claim for prejudgment interest

on the Annulment Decision award—eliminating the parties’ sole point of dispute. ECF 28 at 2.

II. LEGAL STANDARD

Titan’s motion for summary judgment, as modified by its reply, is uncontested. See

ECF 26; ECF 28. The burden remains on Titan as the moving party to demonstrate that summary

judgment is warranted. See Winston & Strawn, LLP v. McLean, 843 F.3d 503, 505 (D.C.

Cir. 2016). The Court “must always determine for itself whether the record and any undisputed

material facts justify granting summary judgment.” Id. (quoting Grimes v. District of Columbia,

794 F.3d 83, 97 (D.C. Cir. 2015) (Griffith, J., concurring)).

The Court will grant a motion for summary judgment only “if the movant shows that there

is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of

law.” Fed. R. Civ. P. 56(a). A material fact is one that “might affect the outcome of the suit under

the governing law.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). In evaluating a

motion for summary judgment, “[t]he evidence is to be viewed in the light most favorable to the

nonmoving party and the court must draw all reasonable inferences” in that party’s favor. Talavera

v. Shah, 638 F.3d 303, 308 (D.C. Cir. 2011).

3 This Court’s role in enforcing ICSID awards is quite limited. “A district court tasked with

enforcement must establish it has subject matter and personal jurisdiction over the matter . . . and

authenticate the award.” Valores Mundiales, S.L., 87 F.4th at 519. The Court is “not permitted to

examine an ICSID award’s merits, its compliance with international law, or the ICSID tribunal’s

jurisdiction to render the award; under the Convention’s terms, [the Court] may do no more than

examine the judgment’s authenticity and enforce the obligations imposed by the award.” Id. at 515

(quoting Mobil Cerro Negro, Ltd. v. Bolivarian Republic of Venezuela, 863 F.3d 96, 102 (2d Cir.

2017)). Congress has provided that ICSID awards “be given the same full faith and credit as if the

award were a final judgment of a court of general jurisdiction of one of the several States.”

22 U.S.C. § 1650a(a).

III. ANALYSIS

Titan has checked each of the boxes required for the Court to enforce the arbitral award:

the Court has subject matter and personal jurisdiction, and the award is authentic. See Valores

Mundiales, S.L., 87 F.4th at 519. The Court will therefore grant Titan’s unopposed motion for

summary judgment, as modified by its reply.

a. Subject Matter Jurisdiction

This Court has subject matter jurisdiction under the Federal Sovereign Immunities Act

(FSIA) arbitration exception, 28 U.S.C. § 1605(a)(6), which requires (1) an arbitration agreement

made by a foreign state either “with” or “for the benefit of” a private party, (2) an arbitration award,

and (3) a treaty that potentially governs enforcement of the award. NextEra Energy Glob. Holdings

B.V. v. Kingdom of Spain, 112 F.4th 1088, 1100–01 (D.C. Cir. 2024). In NextEra, the D.C. Circuit

held that “an arbitration provision in an investment treaty can . . . constitute an agreement ‘for the

benefit’ of a private party.” 112 F.4th at 1101. The Argentina-Spain Treaty fits that description:

4 the two countries agreed that a “[d]isput[e] arising between a Party and an investor of the other

Party in connection with [covered] investments” can be “submitted to an international arbitral

tribunal . . . [a]t the request of either party to the dispute” when certain conditions are met. ECF 1-3

at 6. “That agreement is ‘for the benefit’ of the signatory’s investors, and therefore satisfies the

FSIA’s arbitration exception.” NextEra Energy Glob. Holdings B.V., 112 F.4th at 1103. Like the

investment treaty at issue in NextEra, the Argentina-Spain Treaty qualifies as an arbitration

agreement under Section 1605(a)(6).2

There is no dispute that Claimants won an arbitration award and that they subsequently

assigned their interest in that award to Titan. See ECF 26 at 13–16 ¶¶ 11–24; ECF 1-1 ¶ 1147; id.

at 645; ECF 25-1 at 5–49 (contracts between Claimants and Titan). Titan is now “the sole holder

of all rights in the Award and the Annulment Decision.” ECF 25 at 26. Titan’s status as an assignee

does not divest the Court of subject matter jurisdiction. The FSIA’s arbitration exception

“require[s] only that an award be made pursuant to an agreement to arbitrate, irrespective of

whether the claimant is an assignee.” Gretton Ltd. v. Republic of Uzbekistan, No. 18-CV-1755,

2019 WL 3430669, at *4 (D.D.C. July 30, 2019) (collecting cases); see NextEra Energy Glob.

Holdings B.V., 112 F.4th at 1098, 1111 (exercising subject matter jurisdiction where original

claimant had “transferred its rights in the award” to appellant).

Finally, there is no dispute that the ICSID Convention is “a treaty potentially governing

award enforcement.” NextEra Energy Glob. Holdings B.V., 112 F.4th at 1100. The Convention

requires contracting states to “recognize an award rendered pursuant to this Convention as binding

and enforce the pecuniary obligations imposed by that award.” ICSID Convention art. 54(1); see

2 Titan also argues that the Court has subject matter jurisdiction under the FSIA’s “waiver” exception, 28 U.S.C. § 1605(a)(1). See ECF 25 at 22–24. Because the Court has subject matter jurisdiction under the FSIA’s arbitration exception, it need not reach that argument. Cf. NextEra Energy Glob. Holdings B.V., 112 F.4th at 1100 (noting that “[t]he waiver issue remains unsettled in our Circuit” and declining to address it).

5 von Pezold v. Republic of Zimbabwe, No. 23-7109, 2024 WL 4763943, at *2 (D.C. Cir. Nov. 13,

2024) (per curiam) (finding that “the ICSID Convention is the treaty governing the arbitration

awards”).

In sum: the Argentina-Spain Treaty’s arbitration clause is an arbitration agreement “for the

benefit of” private parties; Titan holds an arbitration award; and the ICSID Convention governs

enforcement of the award. The Court therefore has subject matter jurisdiction under the arbitration

exception to the FSIA. 28 U.S.C. § 1605(a)(6); see NextEra Energy Glob. Holdings B.V., 112 F.4th

at 1100–01.

b. Personal Jurisdiction

Argentina has not challenged this Court’s personal jurisdiction and has therefore waived

any objection to it. See Fed. R. Civ. P. 12(h)(1); see also 28 U.S.C. § 1330(b) (“Personal

jurisdiction over a foreign state shall exist as to every claim for relief over which the district courts

have jurisdiction under [the FSIA],” provided proper service has been made); ECF 9 (serving

Argentina).

c. Authenticity of the Award

The record establishes (and Argentina does not contest) that the awards are authentic. See

ECF 1-1 at 5 (certifying authenticity of arbitral award); id. at 558 (certifying authenticity of

Annulment Decision). The Court therefore accords the awards “full faith and credit.” 22 U.S.C.

§ 1650a(a).

* * *

For the foregoing reasons, Titan’s motion for summary judgment, ECF 25, as modified by

its reply, ECF 28, is GRANTED. The Court will issue an enforcement order tracking the arbitral

award and the Annulment Decision. It is undisputed that that the amount of the judgment should

6 be determined by adding together five components: (1) $320,760,000 due under the award for

compensation, see ECF 1-1 at 413 ¶ 1147(d); (2) post-Award, prejudgment interest on that amount

“compounded semi-annually at the six-month US Treasury Bill rate commencing on December

30, 2008,” id. ¶ 1147(e); (3) $3,494,807 due under the award for costs and attorneys’ fees, see id.

¶ 1147(f); (4) post-Award, prejudgment interest on that amount, compounded semi-annually at the

six-month U.S. Treasury Bill rate, from the date of the award, July 21, 2017, see id.; and (5)

$1,017,512 in representation costs due under the Annulment Decision, see ECF 1-1 at 645

¶ 258(2). Titan submitted an exhibit calculating the total amount owed, ECF 28 at 12–14, which

Argentina did not lodge any objection to. Further, there is no dispute that Titan is entitled to

postjudgment interest, as required by 28 U.S.C. § 1961(a), “calculated from the date of the entry

of the judgment, at a rate equal to the weekly average 1-year constant maturity Treasury yield, as

published by the Board of Governors of the Federal Reserve System, for the calendar week

preceding the date of the judgment.”

A separate order accompanies this memorandum opinion.

SO ORDERED.

__________________________ JIA M. COBB United States District Judge

Date: December 10, 2024