Attestor Value v. Republic of Argentina, 940 F.3d 825

Background:

Argentina defaulted on 1994 FAA bonds; district court had issued pari passu injunctions that impeded Argentina’s access to capital markets.
On Feb. 5, 2016 Argentina published a settlement Proposal and on Feb. 17 supplied Instructions, a Master Settlement Agreement, and an Agreement Schedule form requiring that an Agreement Schedule “when countersigned by the Republic” would be a binding settlement.
Five plaintiffs (bondholders) emailed completed Agreement Schedules by the deadline; Argentina received them but did not countersign and later rejected those schedules.
The district court issued a Vacatur Order conditioning lifting of injunctions on (among other things) Argentina’s full payment to plaintiffs who had entered into agreements in principle by Feb. 29, 2016; Argentina represented it had settled with various holders and paid $6.2 billion to some.
Plaintiffs sued for declaratory and injunctive relief arguing they had binding agreements in principle; the district court dismissed under Rule 12(b)(6) for failure to allege countersigned contracts and denied leave to amend; the Second Circuit affirmed.

Issues:

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether unexecuted Agreement Schedules created binding settlement contracts despite no countersignature	Submission of Agreement Schedules and acceptance by operation of the Proposal created binding agreements	Agreement language and surrounding documents expressly required the Republic’s countersignature; absent it no binding contract	No — the documents expressly reserved non‑binding status until countersigned and Winston factors show no intent to be bound before execution
Whether the Proposal constituted an irrevocable offer / option enforceable without countersignature	The Proposal (and representations to the court) made offers irrevocable to eligible holders until the deadline	Offers were unsigned by Argentina and did not state irrevocability; Vacatur conditions did not eliminate Argentina’s discretion to negotiate or reject schedules	No — offers were not signed or stated irrevocable and Vacatur did not require acceptance of all emailed schedules
Whether Argentina’s payments to other bondholders, court representations, or vacatur amounted to partial performance or estoppel	Payments of $6.2B, court action, and Republic’s representations show partial performance and a binding unilateral offer	Payments to others and court advocacy do not show performance of obligations to these plaintiffs or acceptance of their schedules	No — the actions do not constitute partial performance binding Argentina to plaintiffs’ specific unpaid schedules
Whether denial of leave to amend was an abuse of discretion	Plaintiffs should get another chance to cure pleading defects	Plaintiffs cannot allege facts showing countersigned agreements exist; amendment would be futile	No abuse — plaintiffs did not specify how amendment would cure the fatal defect; denial affirmed

Key Cases Cited

Scheck v. Francis, 260 N.E.2d 493 (N.Y. 1970) (parties not bound where they intended agreement to be effective only upon signed writing)
Winston v. Mediafare Entm’t Corp., 777 F.2d 78 (2d Cir. 1985) (four‑factor test to assess intent to be bound absent executed document)
R.G. Group, Inc. v. Horn & Hardart Co., 751 F.2d 69 (2d Cir. 1984) (parties may reserve complete immunity from obligation until written agreement is executed)
Jim Bouton Corp. v. Wm. Wrigley Jr. Co., 902 F.2d 1074 (2d Cir. 1990) (New York rule that parties who intend not to be bound before formal execution are not bound)
Ciaramella v. Reader’s Digest Ass’n, 131 F.3d 320 (2d Cir. 1997) (weight given to express reservation of non‑binding intent)
Powell v. Omnicom, 497 F.3d 124 (2d Cir. 2007) (settlement on the record in open court can be enforceable)
Chambers v. Time Warner, Inc., 282 F.3d 147 (2d Cir. 2002) (Rule 12(b)(6) dismissal standard)