CBF Industria De Gusa S/A v. AMCI Holdings, Inc., 316 F. Supp. 3d 635

Brazilian pig-iron suppliers (Plaintiffs) sold to Steel Base Trade AG (SBT) under contracts totaling ~103,500 tons; SBT defaulted after the 2008 financial crisis and Plaintiffs initiated ICC arbitration in November 2009.
Plaintiffs allege SBT, while representing it would not evade obligations, secretly transferred nearly all assets (≈$126M) and liabilities to Prime Carbon via a December 27, 2009 Transfer Agreement, rendering SBT judgment‑proof and later bankrupt.
ICC Paris issued an award in favor of Plaintiffs (Nov. 2011) for ≈$48M; SBT’s bankruptcy estate lacked assets to satisfy the award.
Plaintiffs sued in SDNY to enforce the ICC award against AMCI-related corporate defendants and two individuals as SBT’s alter egos and successors-in-interest; the Second Circuit vacated an earlier instruction to apply First Options and directed remand to apply the New York Convention/FAA and SDNY law on alter‑ego liability.
On remand, defendants moved to dismiss under Rule 12(b)(6); the district court denied dismissal, finding the Amended Complaint plausibly alleged control, fraudulent asset transfers to defeat creditors, and that defendants failed to meet Article V defenses to enforcement.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Can plaintiffs pierce SBT’s corporate veil to reach defendants?	Plaintiffs: facts show domination, shared personnel/address, undercapitalization, and transfers to make SBT judgment‑proof.	Defendants: corporate separateness; challenge factual sufficiency.	Held: Allegations suffice at pleading stage to support alter‑ego theory.
May enforcement be refused under NY Convention Article V(1)(b) for denial of opportunity to be heard?	Plaintiffs: Defendants had notice/opportunity or caused their own inability by stripping assets.	Defendants: Bankruptcy/incapacity prevented meaningful participation; thus due‑process Article V defense.	Held: Dismissal on this ground denied; Article V(1)(b) not met given pleaded facts.
Do other Article V defenses (incapacity at formation, public policy) bar enforcement?	Plaintiffs: none apply; award enforceable against alter egos.	Defendants: argue incapacity and public policy defeat enforcement.	Held: Defendants failed to show incapacity at formation or a public‑policy basis to refuse enforcement.
Are plaintiffs’ fraud claims and discovery barred by issue preclusion from the ICC proceedings?	Plaintiffs: allege fraud that justifies discovery into transfers and intent.	Defendants: argue preclusion by arbitration findings.	Held: Second Circuit restored fraud claims; district court permits discovery on fraud allegations.

CBF Industria de Gusa v. AMCI Holdings, Inc., 850 F.3d 58 (2d Cir. 2017) (Second Circuit revised decision directing remand to apply New York Convention/FAA and SDNY law for enforceability against alter egos)
First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (U.S. 1995) (arbitrability delegation analysis referenced and then not applied on remand)
Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility pleading standard)
Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (pleading must state a plausible claim)
Iran Aircraft Indus. v. Avco Corp., 980 F.2d 141 (2d Cir. 1992) (due‑process standard for opportunity to be heard in enforcement context)
Telenor Mobile Commc'ns AS v. Storm LLC, 584 F.3d 396 (2d Cir. 2009) (party opposing enforcement bears burden to prove an Article V defense)
Duferco Int'l Steel Trading v. T. Klaveness Shipping A/S, 333 F.3d 383 (2d Cir. 2003) (narrow construction of vacatur/vacation defenses to arbitration awards)
Freeman v. Complex Computing Co., 119 F.3d 1044 (2d Cir. 1997) (veil‑piercing factors and requirement of wrongful use of control)
Am. Protein Corp. v. AB Volvo, 844 F.2d 56 (2d Cir. 1988) (corporate separateness presumption and factors for piercing)