19-3550(L)
Gater Assets Ltd. v. AO Moldovagaz

                           In the
               United States Court of Appeals
                      FOR THE SECOND CIRCUIT



                            AUGUST TERM 2020
                           Nos. 19-3550, 19-3562,
                             19-3747, 19-4017,
                             19-4021, 19-4147

                           GATER ASSETS LIMITED,
                     Petitioner-Appellee-Cross-Appellant,

                   LLOYD’S UNDERWRITERS AT LONDON,
                              Petitioner,

                                       v.

               AO MOLDOVAGAZ, REPUBLIC OF MOLDOVA,
                 Respondents-Appellants-Cross-Appellees,

                           AO GAZSNABTRANZIT,
                               Respondent. *



             On Appeal from the United States District Court
                 for the Southern District of New York

                         ARGUED: OCTOBER 20, 2020
                          DECIDED: JUNE 22, 2021



*   The Clerk of Court is directed to amend the caption as set forth above.
Before:      RAGGI, SULLIVAN, and MENASHI, Circuit Judges.

      Appellants AO Moldovagaz and the Republic of Moldova
appeal the judgment of the U.S. District Court for the Southern
District of New York (Preska, J.) entered on November 1, 2019—and
explained in the district court’s opinions of September 30, 2018, and
September 27, 2019—in favor of Appellee Gater Assets Limited. Gater
sought to renew a default judgment, which the district court entered
in 2000, that enforced a Russian arbitration award in favor of Lloyd’s
Underwriters against the appellants. Lloyd’s assigned its default
judgment to Gater in 2012. The district court entered a renewal
judgment in Gater’s favor after concluding that it had personal
jurisdiction over the appellants as well as subject-matter jurisdiction
over the renewal claims. We disagree with those conclusions.

      First, the district court lacked personal jurisdiction over
Moldovagaz. The Due Process Clause prohibits federal courts from
exercising   personal     jurisdiction   over    Moldovagaz      because
Moldovagaz has no contacts with the United States. We have
recognized an exception to this rule when a defendant is a foreign
sovereign or a sovereign’s alter ego. But contrary to the district court’s
conclusion, Moldovagaz is not an alter ego of the Republic of
Moldova.

      Second, the district court lacked subject-matter jurisdiction
over Gater’s claim for renewal against the Republic of Moldova. The
Foreign Sovereign Immunities Act (“FSIA”), 

,
1391(f), 1441(d), 1602-11, provides that federal courts lack subject-
matter jurisdiction over claims brought against foreign states unless
one of the FSIA’s immunity exceptions applies. The Republic of
Moldova is a foreign state and no immunity exception applies to

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Gater’s claim against it. The district court invoked the FSIA’s
exception for confirming awards that are issued pursuant to a
qualifying arbitration agreement “made by the foreign state.” 

(a)(6). The Republic of Moldova, however, was not a
party to the underlying arbitration agreement and no equitable
theory, even assuming such theories apply under § 1605(a)(6),
supports abrogating the Republic’s sovereign immunity in this case.

      Accordingly, we VACATE the district court’s judgment in
Gater’s renewal action and REMAND with instructions to dismiss the
renewal action for lack of jurisdiction. We nevertheless AFFIRM the
district court’s refusal to vacate its original default judgment because
the appellants have failed to demonstrate that the district court had
no arguable basis to exercise jurisdiction to enter that judgment.



             MICHAEL MCGINLEY, Dechert LLP, Philadelphia, PA
             (Selby P. Brown, Dechert LLP, Philadelphia, PA; May
             Chiang, Dechert LLP, New York, NY; and Dennis H.