Vila v. INTER-AMERICAN INVESTMENT CORPORATION

583 F.3d 869, 570 F.3d 274, 386 U.S. App. D.C. 364, 2009 U.S. App. LEXIS 13279
CourtCourt of Appeals for the D.C. Circuit
DecidedJune 19, 2009
Docket08-7042
StatusPublished

This text of 583 F.3d 869 (Vila v. INTER-AMERICAN INVESTMENT CORPORATION) is published on Counsel Stack Legal Research, covering Court of Appeals for the D.C. Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Vila v. INTER-AMERICAN INVESTMENT CORPORATION, 583 F.3d 869, 570 F.3d 274, 386 U.S. App. D.C. 364, 2009 U.S. App. LEXIS 13279 (D.C. Cir. 2009).

Opinions

Opinion for the court by Circuit Judge ROGERS.

Dissenting opinion by Senior Circuit Judge WILLIAMS.

ROGERS, Circuit Judge:

The Inter-American Investment Corporation (“IIC”) appeals the denial of its motion to dismiss an independent consultant’s unjust enrichment claim on grounds of immunity and untimeliness. Applying the well-settled test in this circuit, we affirm the denial of immunity. By waiving immunity from unjust enrichment claims of independent consultants whom the IIC solicits to help negotiate the commercial lending agreements that are central to its function, the IIC gains a corresponding benefit that furthers its objectives. Consultants would be more willing to negotiate with the IIC and to enter into contracts with it if they had the reassurance that should their agreement or formal contract fail for whatever reason, they would be fairly compensated for any benefit they have provided that the IIC has unjustly retained. Such a benefit affords the IIC flexibility in using independent consultants, allowing it, for instance, to establish and maintain relationships with consultants whom it may want to engage without a formal written agreement. Furthermore, underlying an unjust enrichment claim are the same contract principles as the promissory estoppel claim held not to be barred by immunity in Osseiran v. Int’l Fin. Corp., 552 F.3d 836 (D.C.Cir.2009). As the IIC has not posited litigation costs that are distinguishable from those involved in a claim for promissory estoppel, the IIC suggests no principled basis on which to distinguish our precedent involving international organizations with near-identical waiver provisions. Accordingly, taking the allegations of the complaint as true for purposes of the motion to dismiss, because the unjust enrichment claim was timely filed we remand the case to the district court.

I.

The IIC is an international organization formed by its member nations under the Agreement Establishing the Inter-American Investment Corporation, Nov. 19, 1984, T.I.A. S. No. 12087 (entered into force, March 23, 1986) (“IIC Charter”). Currently, forty-three countries, including [367]*367the United States, are members of the IIC. See IIC Inter-American Investment Corporation: Member Countries, http:// www.iic.int/membereountries. As stated in its Charter, the purpose of the IIC is “to promote the economic development of its regional member countries by encouraging the establishment, expansion, and modernization of private enterprises.” IIC Charter art. I, § 1. Together with other international organizations, the IIC fulfills this objective through commercial lending that is directed to private enterprises in the member countries. IIC Charter art. I, § 2. One way the IIC accomplishes this task is by structuring and arranging loans jointly with other lenders to finance projects in member countries.

Jorge Vila is an independent banking consultant in emerging markets. On several occasions from early 2001 to December 2002, the IIC engaged Vila’s services through formal written contracts in connection with projects in Latin America and the Caribbean. According to the complaint, from January to August 2003, after Vila’s previous contracts had expired, several of the IIC’s senior officers requested Vila’s consulting services with regard to four new projects, verbally agreeing to complete contractual documentation, including compensation, “later.” Compl. ¶ 7. These projects related to the IIC’s loan program and ranged from preparation of a marketing description of the organization’s inter-bank loan program to assistance in loan syndication for specific projects. For example, Vila assisted IIC senior officers in obtaining a mandate from a Brazilian bank, Banco Safra, to arrange a syndicated credit facility for the bank. Vila identified potential participant banks, negotiated terms and conditions of the agreement with them and Banco Safra, and contributed to the draft, review, and distribution of the relevant confidential documents. See Compl. ¶ 8. Attached to the complaint are approximately 270 emails documenting Vila’s correspondence with the IIC’s officers and clients and his services. These emails indicate that in addition to having Vila gather “intelligence” on prevailing interest rates, market conditions, and competitors, the IIC authorized Vila to negotiate terms and conditions of the projects with the IIC’s clients, requested his participation in internal discussions of confidential financial information, and invited him to participate on conference calls with IIC clients regarding the projects.

Vila discussed his expectation of compensation with the IIC Regional Head Victor Moscoso between January and May 2003. According to the complaint, Moscoso acknowledged this expectation by email of June 2, 2003. Further, the IIC continued to solicit and accept Vila’s services afterwards. Yet on August 4, 2003, while acknowledging Vila’s work, Moscoso refused to compensate him and suggested new terms for his work in the future. When Vila appealed to Stephen Reed, the IIC’s Deputy General Manager, he too acknowledged Vila’s work but expressed a different understanding of the agreement between Vila and the IIC, noting the absence of a written contract while stating he would ensure Vila’s work was “clarified and documented” by the IIC and Vila would be compensated “based on a success fee.” Compl. ¶ 15. Vila rejected the notion of a success fee by email of September 10, 2003 to Reed, and on October 9, 2003, he emailed Jacques Rogozinski, General Manager of the IIC, an invoice in the amount of $89,909.00 for his services. On November 4, 2003, Alejandra Vallejo, IIC Coordinator of Institutional Affairs, advised Vila that the IIC could not process any payments for consulting services unsupported by a formal agreement with defined terms and conditions. Vila’s appeals, beginning December 23, 2003 to Enrique [368]*368Iglesias, then-President of the IIC, were to no avail, as were his further entreaties to two entities with oversight responsibilities over the IIC.

On October 26, 2006, Vila sued the IIC for breach of implied contract, unjust enrichment, defamation, and tortious interference with a prospective business advantage. Upon removal to federal court, see 22 U.S.C. § 283gg (2000), the IIC moved to dismiss the complaint on the grounds of immunity, pursuant to Federal Rule of Civil Procedure 12(b)(1), and because the statute of limitations had run, pursuant to Rule 12(b)(6). The district court dismissed all except the unjust enrichment claim and ruled that the complaint was timely filed. The IIC appeals, and the court has jurisdiction over this interlocutory appeal. See Kirkham v. Societe Air Fr., 429 F.3d 288, 291 (D.C.Cir.2005); Rendall-Speranza v. Nassim, 107 F.3d 913, 916 (D.C.Cir.1997).1 Our review is de novo, see Vann v. Kempthorne, 534 F.3d 741, 745-46 (D.C.Cir.2008); Kirkham, 429 F.3d at 291, and in reviewing the denial of the motion to dismiss, we take the allegations of the complaint as true, see Jerome Stevens Pharmaceuticals, Inc. v.

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583 F.3d 869, 570 F.3d 274, 386 U.S. App. D.C. 364, 2009 U.S. App. LEXIS 13279, Counsel Stack Legal Research, https://law.counselstack.com/opinion/vila-v-inter-american-investment-corporation-cadc-2009.