127 F.4th 289
11th Cir.2025Background
- Isaac Industries, a Florida chemical distributor, entered into a contract with Bariven, S.A. (a subsidiary of Venezuelan state-owned oil company PDVSA) for the sale of chemicals, but Bariven never paid for the shipments.
- After prolonged nonpayment, Petroquímica de Venezuela, S.A. (Pequiven) assumed Bariven’s debt and entered a written agreement with Isaac for repayment, but only made the first installment before defaulting.
- Isaac sued Bariven, Pequiven, and PDVSA for breach of contract in federal district court; PDVSA was dismissed early due to sovereign immunity.
- Defendants contested service of process and sovereign immunity, but did not object to a magistrate’s report denying Isaac’s default judgment motion, which precluded further challenge to jurisdiction and service.
- Upon summary judgment, Pequiven and Bariven raised new defenses (lack of authority, lack of consideration, statute of frauds), and sought deferment under Rule 56(d) due to ongoing political turmoil in Venezuela and lack of access to corporate records.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Personal Jurisdiction/Service | Defendants waived objection | No proper service; no personal jurisdiction | Objection waived by failing to object/respond |
| Sovereign Immunity (Pequiven) | Pequiven waived immunity | Sovereign Immunity Act shields Pequiven | Immunity defense waived by failure to timely assert |
| Contract Validity—Pequiven | Valid, supported by consideration | No authority to contract; no consideration | Defense waived; contract valid and enforceable |
| Contract Validity—Bariven | Goods accepted; payments due | No signed writing under statute of frauds | Exception applies; Bariven liable for breach |
| Rule 56(d) Discovery Deferral | No grounds to delay | More discovery needed, political turmoil | Motion denied; no abuse of discretion by district court |
Key Cases Cited
- Argentine Republic v. Amerada Hess Shipping Corp., 488 U.S. 428 (FSIA sole jurisdiction basis)
- Saudi Arabia v. Nelson, 507 U.S. 349 (FSIA exceptions to immunity)
- Calzadilla v. Banco Latino Internacional, 413 F.3d 1285 (implied waiver of FSIA immunity)
- Aquamar S.A. v. Del Monte Fresh Produce N.A., Inc., 179 F.3d 1279 (waiver of FSIA immunity by litigation conduct)
- Pardazi v. Cullman Med. Ctr., 896 F.2d 1313 (personal jurisdiction consent by failing to object)
- GDG Acquisitions LLC v. Government of Belize, 849 F.3d 1299 (ratification of agent's contract binds principal)