Background
Devas Multimedia Private Limited and Antrix Corp. Ltd., a corporation wholly owned by India, entered a 2005 agreement under which Antrix would build and operate satellites and lease S-band spectrum capacity to Devas. After Antrix terminated the agreement following an Indian government policy decision, Devas commenced arbitration before the International Chamber of Commerce. In 2015, the tribunal found that Antrix had wrongfully repudiated the agreement and awarded Devas $562.5 million.
Devas petitioned the Western District of Washington to confirm the award under the New York Convention. The district court confirmed it, and Antrix appealed. The Ninth Circuit initially ruled that Antrix lacked the minimum contacts required for personal jurisdiction, but the Supreme Court reversed, holding that the Foreign Sovereign Immunities Act does not impose a minimum-contacts requirement beyond the contacts incorporated into its immunity exceptions. On remand, the Ninth Circuit considered Antrix’s remaining challenges to subject-matter jurisdiction, personal jurisdiction under the Fifth Amendment, and the district court’s refusal to dismiss for forum non conveniens.
The Court’s Holding
The Ninth Circuit held that the FSIA’s arbitration exception supplied subject-matter jurisdiction. The exception did not require the underlying commercial dispute to have a nexus with the United States. Because the action sought confirmation of an award made under an arbitration agreement governed by the New York Convention, and federal law did not bar arbitration of the dispute’s subject matter, Antrix was not immune from suit.
The court also held that exercising personal jurisdiction over Antrix was reasonable under the Fifth Amendment, assuming without deciding both that Antrix qualified as a protected “person” and that due process required a reasonableness inquiry. The United States had a substantial interest in honoring its treaty commitments, Antrix was a sophisticated entity backed by substantial resources, and Devas had a strong interest in obtaining relief from U.S.-based assets that foreign courts could not attach.
Finally, the court held that forum non conveniens does not apply to proceedings to confirm foreign arbitral awards under the New York Convention. The Convention requires contracting states to recognize and enforce covered awards unless an enumerated defense applies, and inconvenience of the forum is not one of those defenses. The court affirmed the district court on jurisdiction and forum non conveniens. In a concurrent memorandum disposition, it affirmed confirmation of the award and registration of the judgment as to Devas Multimedia America, Inc., reversed and vacated in part regarding the shareholder intervenors’ standing to register the judgment, and remanded for the district court to address the effect of Indian courts’ later set-aside of the award.
Key Takeaways
- The FSIA’s arbitration exception does not require the dispute underlying a New York Convention award to have a commercial nexus with the United States.
- Assuming a Fifth Amendment reasonableness inquiry applies, jurisdiction over Antrix was reasonable given U.S. treaty interests, the manageable burden on Antrix, and Devas’s interest in reaching assets located in the United States.
- Forum non conveniens is unavailable as a basis for refusing confirmation under the New York Convention, whose enumerated defenses do not include forum inconvenience.
Why It Matters
The decision clarifies that foreign sovereign entities cannot defeat U.S. confirmation proceedings merely because the underlying transaction occurred abroad. When the FSIA’s arbitration exception and the New York Convention apply, federal jurisdiction does not depend on a separate U.S. commercial nexus or traditional minimum contacts.
The ruling also establishes in the Ninth Circuit that forum non conveniens cannot be used to avoid the Convention’s enforcement mandate. Award creditors may seek confirmation where a sovereign’s assets are located, although the enforceability of this particular award remains subject to the district court’s consideration of the later Indian set-aside proceedings.