Noble Capital LLC v. People's Republic of China, Civil Action No. 2023-3139

Noble Capital alleges it owns sovereign bonds issued by Chinese governments between 1898–1913 that guaranteed priority over future loans and that those bonds fell into default after 1939 and were repeatedly repudiated by the PRC.
PRC issued new dollar-denominated bonds in 2020–2021 sold to qualified institutional investors (including offers in the U.S. market); those bonds include a waiver of sovereign immunity for actions “arising out of or in connection with” them.
Noble Capital contends the 2020–21 issuances breached the priority/precedence protections of the historical bonds and seeks over $11.5 billion in damages for nonpayment of principal and interest on the historical bonds.
PRC moved to dismiss under the Foreign Sovereign Immunities Act (FSIA), asserting sovereign immunity, lack of an applicable FSIA exception, and alternative defenses; Noble invokes the FSIA’s commercial-activity and waiver exceptions.
The district court treated plaintiff’s jurisdictional allegations as true but concluded the gravamen of Noble’s suit is nonpayment of the historical bonds (conduct in China), not the 2020–21 bond sales in the U.S., and therefore neither the commercial-activity nor the waiver exception applies.
The court granted the PRC’s motion to dismiss for lack of subject-matter jurisdiction (suit dismissed without prejudice) and denied related procedural motions as moot or granted as appropriate.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether FSIA commercial-activity exception (28 U.S.C. §1605(a)(2)) applies	Case is based on PRC’s 2020–21 bond sales to U.S. investors, which caused breach of historical bonds	Gravamen is nonpayment/repudiation of historical bonds issued and defaulted in China, not U.S. commercial activity	Not applicable — action is based on historical nonpayment in China, so exception fails
Whether PRC explicitly waived immunity via 2020–21 bond terms	New bonds contain a waiver for actions “arising out of or in connection with” them, which Noble says covers this suit	Claims arise from historical bonds repudiated decades earlier; no clear intent to waive immunity for those historical claims	No waiver — no clear, unambiguous intent to waive immunity for breach of historical bonds
Whether plaintiff’s framing of the claim can evade FSIA immunity by relying on later U.S. conduct	Framing based on 2020–21 issuances shows U.S. conduct is basis for suit and establishes timeliness	Such framing is artful pleading; U.S. conduct would be wrongful only because historical default left bondholders unpaid	Court rejects artful-pleading evasion; looks to gravamen (historical nonpayment)
Jurisdictional consequence and remedy	Noble sought to proceed in U.S. court for damages	PRC argued the court lacks subject-matter jurisdiction under FSIA	Court dismissed for lack of jurisdiction without prejudice; did not reach other grounds for dismissal

Argentine Republic v. Amerada Hess Shipping Corp., 488 U.S. 428 (FSIA is the sole basis for jurisdiction over foreign states)
Turkiye Halk Bankasi A.S. v. United States, 598 U.S. 264 (FSIA codifies immunity baseline and exceptions)
Phoenix Consulting Inc. v. Republic of Angola, 216 F.3d 36 (foreign state may challenge legal sufficiency of jurisdictional allegations)
OBB Personenverkehr AG v. Sachs, 577 U.S. 27 (identify the particular conduct the action is "based upon" to test FSIA exceptions)
Saudi Arabia v. Nelson, 507 U.S. 349 (defining "based upon" and examining gravamen of claims)
Jam v. Int’l Fin. Corp., 3 F.4th 405 (look to the gravamen/core injury to determine whether U.S. activity is the basis of suit)