GSS Group Ltd. v. National Port Authority
401 U.S. App. D.C. 1
| D.C. Cir. | 2012Background
- GSS Group sued to confirm a London arbitration award against Liberia's Port Authority, a Liberian state-owned entity.
- The London award found Port Authority liable for contract breach and damages of about $44.3 million.
- Liberia’s new government cancelled the contract as null and void ab initio due to bidding issues; Port Authority contested.
- GSS sought US enforcement under the New York Convention and FSIA; Port Authority moved to dismiss for lack of personal jurisdiction.
- District court held Port Authority was an agency/instrumentality under FSIA and that due process required minimum contacts, which were absent.
- Court of Appeals affirmed dismissal, applying TMR Energy and Bancec to treat Port Authority as a separate entity with limited US presence for due process purposes.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Constitution adds due process requirements beyond FSIA | GSS asserts no extra constitutional bar; FSIA suffices. | Port Authority argues FSIA controls; no extra due process needed absent agency control. | Constitutional due process limits apply; Port Authority protected as a separate entity under Bancec/TMR Energy. |
| Whether Port Authority qualifies as an agency or instrumentality under FSIA | GSS argues Port Authority is effectively the Liberian government; no separate status. | Port Authority is a juridically separate, primarily autonomous entity with independent finances and actions. | Port Authority qualifies as an agency or instrumentality under FSIA. |
| Whether the Port Authority has minimum contacts with the United States for due process | GSS contends minimum contacts are not required due to FSIA jurisdiction. | Lack of US offices/activities negates minimum contacts; no US presence. | Because Port Authority acted as a separate entity with no US contacts, due process prohibits jurisdiction. |
| Whether GSS waived Rule 59(e) arguments and the district court properly handled them | Waiver denied; arguments implicit in opposition should be considered. | Arguments waived for not being raised in opposition; Rule 59(e) is reconsideration not initial briefs. | Waived; district court did not abuse discretion in deeming arguments waived. |
Key Cases Cited
- Price v. Socialist People's Libyan Arab Jamahiriya, 294 F.3d 82 (D.C. Cir. 2002) (foreign states not 'persons' under Fifth Amendment; comity considerations)
- TMR Energy Ltd. v. State Prop. Fund of Ukraine, 411 F.3d 296 (D.C. Cir. 2005) (Bancec framework extended to instrumentality due process protections)
- First National City Bank v. Banco Para El Comercio Exterior de Cuba, 462 U.S. 611 (U.S. 1983) (establishes Bancec veil-piercing/independence principles for state instrumentalities)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846 (U.S. 2011) (minimum contacts required for general jurisdiction over foreign corporations)
- Asahi Metal Indus. Co. v. Superior Court, 480 U.S. 102 (U.S. 1987) (addresses due process and minimum contacts for foreign defendants)
- Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (U.S. 1984) (foreign corporations' due process and contacts doctrine)
- Brown v. Price, 294 F.3d 82 (D.C. Cir. 2002) (see Price; foreign states as non-persons for due process)