[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

____________________

No. 23-12095 ____________________

ISAAC INDUSTRIES, INC., Plaintiff-Appellee, versus PETROQUÍMICA DE VENEZUELA, S.A. BARIVEN S.A.,

Defendants-Appellants,

PDVSA SERVICES, B.V., et al.,

Defendants.

____________________ USCA11 Case: 23-12095 Document: 52-1 Date Filed: 01/24/2025 Page: 2 of 25

2 Opinion of the Court 23-12095

Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 1:19-cv-23113-RNS ____________________

Before WILLIAM PRYOR, Chief Judge, JORDAN and MARCUS, Circuit Judges. WILLIAM PRYOR, Chief Judge: This appeal requires us to decide issues related to personal jurisdiction, foreign sovereign immunity, and the merits of a com- plaint for breach of contract. Isaac Industries contracted with Bariven, S.A., a Venezuelan oil company, for the sale of chemicals. After Isaac shipped the products, Bariven failed to pay for them. Later, Petroquímica de Venezuela, S.A., another oil company, as- sumed Bariven’s debt and negotiated an extended payment period. When that company made only the first payment, Isaac sued both companies in the district court. The oil companies initially raised objections about service of process and sovereign immunity. A magistrate judge concluded that effective service occurred but rec- ommended denying Isaac’s motion for default and ordering it to amend its complaint. The oil companies raised no objection and answered the amended complaint. When Isaac later moved for summary judgment, the oil companies hired new counsel, argued that no valid contracts exist and that sovereign immunity shields Pequiven from suit, and urged the district court to defer ruling. The district court granted summary judgment for Isaac. No reversible error occurred. We affirm. USCA11 Case: 23-12095 Document: 52-1 Date Filed: 01/24/2025 Page: 3 of 25

23-12095 Opinion of the Court 3

I. BACKGROUND

Two interwoven plots—Isaac’s sale of chemicals to the Ven- ezuelan oil companies and the political upheaval in Venezuela— set the stage for this appeal, so we begin with them. We then turn to the procedural history of the lawsuit. A. Isaac Industries Sells Chemicals to Bariven But Never Receives Full Payment. This action involves four entities, one American company and three Venezuelan companies. Isaac Industries is a Florida cor- poration engaged in the wholesale distribution of chemicals. Its owner, David Avan, runs the company from Miami. Petroleos de Venezuela, S.A., Petroquímica de Venezuela, S.A., and Bariven, S.A. are oil and chemical companies associated with or owned by the Bolivarian Republic of Venezuela. Petroleos de Venezuela, known as PDVSA, serves as Venezuela’s state-owned and controlled oil company. Bariven, a “wholly owned subsidiary of . . . PDVSA,” ac- quires the equipment and machinery used to find and extract oil. And Petroquímica de Venezuel