WYE OAK TECHNOLOGY, INC. v. Republic of Iraq
666 F.3d 205
4th Cir.2011Background
- Contract between IMOD and Wye Oak for refurbishment and sale of Iraqi military equipment; Wye Oak appointed as broker with commissions of 10% on sales and 10% on refurbishment costs; IMOD to provide offices but Wye Oak bears its own costs; letter stating Wye Oak as sole/exclusive agent to recover and sell scrap in Iraq; a Baghdad meeting led to Stoffel's death days later; Wye Oak filed suit in 2009 for breach of contract seeking payment of invoices; Iraq moved to dismiss asserting FSIA immunity; district court held IMOD and Iraq not separate but treatable as one for purposes of FSIA; case transferred to DC, appeal filed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Iraq and IMOD are separate legal persons under FSIA | Wye Oak argues IMOD is not legally separate; its acts fall within the FSIA commercial activities exception. | Iraq argues IMOD and Iraq are separate under Iraqi law; thus no jurisdiction under FSIA. | Iraq and IMOD are not separate for FSIA purposes; acts of IMOD can bind Iraq under the commercial activities exception. |
| Whether Wye Oak's allegations establish the commercial activities exception (FSIA §1605(a)(2)) | Allegations show US-based acts connected to IMOD's scrap sales in Iraq as part of a contract. | Alleged US acts are administrative/back-office and not within contract scope; or not connected to contract. | Wye Oak's allegations show acts in the US connected to IMOD's commercial activity; the exception applies. |
Key Cases Cited
- Transaero, Inc. v. La Fuerza Aerea Boliviana, 30 F.3d 148 (D.C. Cir. 1994) (core functions test for agency/instrumentality separateness)
- First Nat. City Bank v. Banco Para El Comercio Exterior de Cuba, 462 U.S. 611 (U.S. 1983) (Bancec framework; jurisdictional scope under FSIA)
- Bancec v. International Finance Corp., 462 U.S. 611 (U.S. 1983) (separateness of state entities; limits of charter-state law)
- Weltover, Inc. v. Argentine Republic, 504 U.S. 607 (U.S. 1992) (private-like conduct in market suffices for commercial activity)
- Saudi Arabia v. Nelson, 507 U.S. 349 (U.S. 1993) (commercial activity standard; nexus to United States)
- Technosteel, LLC v. Beers Constr. Co., 271 F.3d 151 (4th Cir. 2001) (interlocutory transfer posture and appellate jurisdiction framework)
- Rux v. Republic of Sudan, 461 F.3d 461 (4th Cir. 2006) (FSIA jurisdiction and commercial activity analysis)
- Transamerica Leasing, Inc. v. La Republica de Venezuela, 200 F.3d 843 (D.C. Cir. 2000) (dominion over instrumentality; dominion affects separateness)
- Roeder v. Islamic Republic of Iran, 333 F.3d 228 (D.C. Cir. 2003) (terrorism exception and agency/instrumentality analysis)