Yukos Capital Limited v. Russian Federation

CourtDistrict Court, District of Columbia
DecidedJune 11, 2025
DocketCivil Action No. 2022-0798
StatusPublished

This text of Yukos Capital Limited v. Russian Federation (Yukos Capital Limited v. Russian Federation) is published on Counsel Stack Legal Research, covering District Court, District of Columbia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Yukos Capital Limited v. Russian Federation, (D.D.C. 2025).

Opinion

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

YUKOS CAPITAL LIMITED (f/k/a/ Yukos Capital S.à.r.l.), Petitioner

v. Civil Action No. 1: 22-cv-00798 (CJN)

THE RUSSIAN FEDERATION,

Respondent.

MEMORANDUM OPINION

Yukos Capital Limited, a former wholly-owned subsidiary of the now-defunct Yukos Oil,

initiated this action to confirm an arbitral award that it secured against the Russian Federation after

Russia came into possession of Yukos Oil’s investment assets in what was allegedly a sham

bankruptcy proceeding. Russia has moved to dismiss on two grounds—lack of subject matter

jurisdiction and failure to effect proper service of process—and also to stay further proceedings.

For the reasons that follow, the Court denies those motions.

I. Background

Yukos Oil was one of the largest producers of crude oil in Russia during the early 2000’s.

ECF 1 at 3. But in 2004, the Russian Federation conducted a “re-audit” of Yukos Oil’s taxes for

the previous four years, allegedly in retaliation for statements by Mikhail Khodorovsky, Yukos’

chairman, disparaging the Putin regime. Id. The audits purportedly revealed that Yukos Oil owed

the government enough in back taxes to bankrupt the company outright. Id. And, in short order,

that’s exactly what happened: Russian courts ultimately placed the company into what Yukos

1 calls a “sham bankruptcy” and began selling off its assets to the highest bidder—which in almost

every instance happened to be Russia itself. Id. at 4.

Yukos Oil’s collapse came only a year after it had engaged in a major expansion process

that included a series of important mergers. Id. The company had financed that expansion with

several loans, two of which came from the Petitioner in this case, Yukos Oil’s wholly-owned

subsidiary Yukos Capital Limited. Id. This case involves both loans. The first, executed in

December 2003, was for a maximum of $2.7 billion dollars to be repaid quarterly at a rate of 9%,

the borrowed principal to be repaid by December 31, 2008. Id. at 5. Perhaps unsurprisingly,

Yukos Oil’s sudden battle with the Putin regime quickly depleted the proceeds of the first loan,

such that the company had spent the full $2.7 billion by June of 2004. In August 2004, Yukos

Capital gave Yukos Oil a second loan, this time for up to $355 million. Id. Whereas the first loan

was to fund Yukos Oil’s expansion, the second was to fund its efforts against Russia. This second

loan was to be repaid semiannually at a rate of six-month LIBOR plus 1.75%, with the principal

to be repaid in full by December 30, 2009. Id. at 5–6. Any delay in payment was to result in a

daily penalty of 0.1% of the amount overdue.

Neither loan was repaid. Instead, in November 2005, Yukos Oil formally defaulted on

both. Id. at 6. In 2006, during the bankruptcy proceedings described above, Yukos Capital filed

an application in Russian court for the creditors’ claims to include its claims under both loans. Id.

That application was denied. Id. When Yukos Capital appealed the denial, Russia initiated a

criminal case against it and certain of its officers. Id. Then, citing the pendency of a criminal

investigation, the Russian courts denied the appeal; Yukos Capital filed a second application and

found its claims denied yet again. Id.

2 When the dust settled, practically all of Yukos Oil’s former assets belonged to Russia, and

in November 2007, the Yukos Oil bankruptcy proceeding was terminated, including with a

declaration that all unsatisfied creditor claims were expired. Id. Yukos Capital’s challenge to that

decision was also denied.

By November 21, 2007, Yukos Oil no longer existed. Id.

A. Arbitral Proceedings

Having run out of options in Russia, Yukos Capital turned to international arbitration. In

1994 Russia had signed, and in 1998 had become officially bound by, the Energy Charter Treaty

(ECT). Id. at 7. The ECT is a multilateral framework designed to promote open and competitive

energy markets and cross-border cooperation in the energy sector, including by protecting foreign

investors and encouraging stable, fair and transparent conditions for foreign investments. Id.

Under the ECT, in the event of a “[d]ispute[] between a Contracting Party and an Investor of

another Contracting Party relating to an Investment of the latter in the Area of the former,” “the

Investor party to the dispute” is entitled to “provide its consent in writing for the dispute to be

submitted to,” inter alia, an “ad hoc arbitration tribunal established under the Arbitration Rules of

the United Nations Commission on International Trade Law.” See ECT, art. 26(1)-(4). Id.

Though primarily active in Russia, Yukos Capital was, at all relevant times, incorporated

in Luxembourg, a party to the Treaty. Id. at 8. Accordingly, invoking Article 26(4)(b) of the ECT

and the 1976 Arbitration Rules of the United Nations Commission on International Trade Law

(“UNCITRAL”), Yukos Capital initiated arbitration proceedings against Russia on February 15,

2013, seeking to recover the approximately $3 billion still due on the loans. Id. at 8. Yukos Capital

alleged that Russia had breached various obligations under Part III of the ECT, including a duty to

provide fair and equitable treatment; a duty to provide constant protection and security; a duty not

3 to impair the use, enjoyment, or disposal of an investment by unreasonable or discriminatory

measures; a duty to accord treatment less favorable than that required by international law; a duty

not to accord treatment less favorable than that accorded to other investors; a duty to provide

effective means for the assertion of claims and the enforcement of rights; and a duty not to

expropriate investments or subject them to measures having an effect equivalent to expropriation.

Id. at 8–9; ECT, art. 10(1), 10(7), 10(12), 13(1).

Russia participated actively in the arbitration, appointing one of three arbitrators to the

tribunal and signing terms of appointment expressly providing, among other things, that “the

members of the Tribunal had been validly appointed in accordance with the ECT and the

UNCITRAL Rules”; the proceedings would be governed by the UNCITRAL Rules; “the Tribunal

shall determine the legal seat of the arbitration … after hearing the Parties on the issue”; and “the

issues in dispute shall be decided in accordance with the ECT and applicable rules and principles

of international law.” ECF 1-2 at 15. In April 2014, the tribunal determined that the arbitration

would be seated in Geneva, Switzerland, and that it would proceed in two phases: one for

jurisdictional questions, and a second one on the merits. Id. at 16–17.

In January 2017 the tribunal concluded the first phase by rejecting all objections to its

jurisdiction. In particular, Russia had raised three primary arguments: First, that it had “never

ratified the ECT and applied the ECT until October 18, 2009 on a provisional basis pursuant to

Article 45(1) ECT only to the extent that such provisional application is not inconsistent with its

constitution, laws or regulations”; second, that “[t]he intra-company loans allegedly made by

Claimant to Yukos Oil Company are not ‘investments’ within the meaning of Article 1(6) ECT”;

and third, that Article 17 of the ECT entitled it “to deny [Yukos Capital] the advantages of” Part

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