Architectural Ingenieria Siglo XXI, LLC v. Dominican Republic
788 F.3d 1329
11th Cir.2015Background
- Sun Land and Architectural sued the Dominican Republic and its agency INDRHI under the FSIA for breach of contract and unjust enrichment over the Azua II irrigation project; district court entered default judgment > $50M after defendants failed to timely answer.
- Key written instruments: a Purchase Agreement (signed by the Technical Secretary with “full faith and credit” of the Dominican Government, Florida law, Miami federal-jurisdiction clause, express waiver of sovereign immunity, agent for service designation) and a later Protocol that superseded an earlier Contract 10375 and reiterated waiver, Florida law, and federal-jurisdiction provisions.
- Three later addenda and a March 2006 letter called the “Amendment” were executed by INDRHI and Architectural; the addenda expressly incorporated Contract 10375 (not the Protocol) and were priced in Dominican pesos.
- Service: Plaintiffs served the Miami consulate; a clerical assistant (Lacayo) received papers, contacted Dominican counsel who advised the consulate should not accept service, and communicated with plaintiffs’ counsel; default entered while ambiguity about proper diplomatic/consular service persisted.
- Defendants moved under Rule 60(b)(1) (excusable neglect) and, later, Rule 60(b)(4) (void for lack of jurisdiction). The district court denied both motions; Eleventh Circuit consolidated appeals and reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether FSIA waiver in Purchase Agreement and Protocol subjects Dominican Republic to U.S. jurisdiction for all contract claims | Waiver language (express and Florida-law choice) applies to all documents related to Azua II, including addenda and Amendment | Waiver limited to financing/loan instruments or not applicable to addenda/Amendment executed by INDRHI alone | Purchase Agreement and Protocol waive immunity as to those instruments; but addenda and the Amendment are not shown to be part of the same agreement so default judgment as to claims based on them lacked jurisdiction (Rule 60(b)(4) vacated) |
| Whether the Dominican Republic is liable under FSIA commercial-activity exception for addenda/Amendment | Plaintiffs: Dominican Republic is interchangeable with INDRHI for all project documents; commercial-activity exception applies | Defendants: INDRHI is a separate juridical entity; commercial-activity exception does not reach Dominican Republic for those instruments | Plaintiffs failed to rebut the presumption of INDRHI’s separateness; commercial-activity jurisdiction over the Dominican Republic for the addenda/Amendment not established |
| Whether default should be vacated for excusable neglect under Rule 60(b)(1) | Plaintiffs: defendants willfully refused to respond and cannot excuse default | Defendants: service confusion, clerical consular employee reasonably (and mistakenly) believed consulate could not accept service under Vienna Convention and domestic policy | Court abused discretion by denying 60(b)(1); factual findings imputing willfulness to government were clearly erroneous and default should be vacated for excusable neglect |
| Whether the district court’s denial of Rule 60(b)(4) motion was correct | Plaintiffs: waiver and service facts supported jurisdiction; judgment not void | Defendants: court lacked subject-matter jurisdiction for claims based on addenda/Amendment because those documents were not part of the Purchase Agreement/Protocol | Court erred: judgment void as to claims based on addenda/Amendment because district court lacked jurisdiction over those instruments; reversed and remanded |
Key Cases Cited
- Beg v. Islamic Republic of Pakistan, 353 F.3d 1323 (11th Cir.) (standard: review jurisdictional questions de novo)
- Aquamar, S.A. v. Del Monte Fresh Produce, 179 F.3d 1279 (11th Cir.) (explicit waiver of sovereign immunity must be clear and unambiguous)
- Butler v. Sukhoi Co., 579 F.3d 1307 (11th Cir.) (plaintiff must make prima facie showing that FSIA exception applies; burden shifts to defendant)
- Stansell v. Revolutionary Armed Forces of Colombia, 771 F.3d 713 (11th Cir.) (Rule 60(b)(4) voidness review de novo; voidness includes lack of jurisdiction or denial of due process)
- In re Worldwide Web Sys., Inc., 328 F.3d 1291 (11th Cir.) (standard of review for Rule 60(b)(1) excusable neglect)
- Seven Elves, Inc. v. Eskenazi, 635 F.2d 396 (5th Cir.) (balance between finality and justice in Rule 60(b) relief)