JOSEPH A. DAOU, KAREN DAOU v. BLC BANK, S.A.L., CREDIT LIBANAIS, S.A.L., ALMAWARID BANK, S.A.L., BANQUE DU LIBAN
Docket No. 21-1085-cv
UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
July 28, 2022
August Term, 2021
Argued: June 9, 2022
Before:
LYNCH, BIANCO, and NARDINI, Circuit Judges.
Plaintiffs-Appellants Joseph and Karen Daou (together, “the Daous“) appeal the judgment of the United States District Court for the Southern District of New York (Cote, J.) dismissing their complaint against Defendants-Appellees BLC Bank, S.A.L. (“BLC“), Credit Libanais, S.A.L. (“CL“), AlMawarid Bank, S.A.L. (“AM“), and Banque du Liban (“BDL“) in this case involving the Daous’ unsuccessful attempts to transfer U.S. dollars held in their Lebanese bank accounts to the United States. The Daous argue that the district court erred by holding that mandatory forum selection clauses in the Daous’ agreements with BLC and AM required those claims to be litigated in Beirut, that it lacked personal jurisdiction over CL under New York‘s long-arm statute, and that BDL was entitled to sovereign immunity as an agency or instrumentality of the Lebanese state and that the commercial activity exception to the Foreign Sovereign Immunities Act did not apply.
We conclude that the district court was correct to dismiss the claims against BLC, CL, and AM because those claims did not arise from business transactions in New York, a requirement of the provision of the long-arm statute that the Daous invoke. The district court was also correct to dismiss the claims against BDL because BDL is entitled to sovereign immunity and the commercial activity exception does not apply, since any commercial activity on BDL‘s part did not have a direct effect in the United States.
Accordingly, we AFFIRM the judgment of the district court.
CHRISTOPHER J. MAJOR, Meister Seelig & Fein LLP, New York, NY, for Plaintiffs-Appellants.
JEFFREY ROTENBERG, DLA Piper LLP, New York, NY (John O. Wray, on the brief), for Defendants-Appellees BLC Bank, S.A.L. and Credit Libanais, S.A.L.
MITCHELL R. BERGER, Squire Patton Boggs (US) LLP, Washington, DC (Gassan A. Baloul, Squire Patton Boggs (US) LLP, New York, NY, on the brief), for Defendant-Appellee AlMawarid Bank, S.A.L.
LINDA C. GOLDSTEIN, Dechert LLP, New York, NY (Ryan M. Moore, Dechert LLP, Philadelphia, PA, on the brief), for Defendant-Appellee Banque du Liban.
Plaintiffs-Appellants Joseph and Karen Daou (together, “the Daous“) appeal from a judgment of the United States District Court for the Southern District of New York (Denise L. Cote, J.) dismissing this action against Defendants-Appellees BLC Bank, S.A.L. (“BLC“), Credit Libanais, S.A.L. (“CL“), AlMawarid Bank, S.A.L. (“AM“), and Banque du Liban (“BDL“) for want of subject-matter jurisdiction, for want of personal jurisdiction, and for forum non conveniens based on binding forum selection clauses in agreements the Daous entered into with AM and BLC. The Daous allege that Defendants-Appellees (together, “the Banks“) engaged in a scheme to cheat them out of millions of U.S. dollars (“USD“) by inducing them to deposit those dollars in Lebanese bank accounts with the promise that they would be able to withdraw that money in the United States, only to renege on that promise and keep the money trapped in Lebanon. The district court dismissed the claims against AM and BLC because the Daous’ agreements with those banks included valid, enforceable forum selection clauses specifying Beirut as the proper forum; those against CL because it lacked personal jurisdiction over that bank; and those against BDL because that bank is an agency or instrumentality of the Lebanese state and no exception applied under the Foreign Sovereign Immunities Act (“FSIA“), Pub. L. No. 94-583, 90 Stat. 2891 (1976), codified as amended at
We hold that the district court lacked personal jurisdiction over AM, BLC, and CL (together, “the Commercial Banks“) under the relevant provision of New York‘s long-arm statute,
We therefore AFFIRM the judgment of the district court.
BACKGROUND
I. Factual Background
Joseph and Karen Daou are dual citizens of the United States and Lebanon who reside in Florida. AM, BLC, and CL are commercial banks headquartered in and operating primarily in Lebanon, but all three maintain correspondent bank accounts in New York. “A correspondent bank account is a domestic bank account held by a foreign bank, similar to a personal checking account used for deposits, payments and transfer of funds. Correspondent accounts facilitate the flow of money worldwide, often for transactions that otherwise have no other connection to New York, or indeed the United States.” Licci ex rel. Licci v. Lebanese Canadian Bank, SAL (”Licci II“), 732 F.3d 161, 165 n.3 (2d Cir. 2013) (quotation marks and citations omitted). AM, BLC, and CL use their correspondent bank accounts to facilitate the transfer of USD into and out of Lebanon. BDL is the central bank of Lebanon.
Joseph Daou opened USD-denominated accounts in Lebanon with CL on March 9, 2016 and with BLC on April 26, 2016. The agreements that he signed with both banks upon opening those accounts stipulated that Lebanese law would govern disputes regarding their relationship. The agreements with BLC also included a mandatory forum selection clause, providing that “[t]he Beirut courts shall have exclusive jurisdiction to hear any dispute arising in connection with these General Conditions and/or relating to the relationship between the Bank and the Client,” and that “[t]his exclusive jurisdiction is for the benefit of the Bank which shall be entitled to take action against the Client in any Lebanese or foreign court of its choice in order to defend its right.” J. App‘x at 375, 390. The agreements between Joseph Daou and CL did not include such a clause. According to the operative complaint, BLC and CL each routed four transactions with the Daous through New York correspondent accounts between 2016 and 2018.
In late 2019, Lebanon‘s financial sector began spiraling into crisis. Starting in the 1990s, the Lebanese pound (“LBP“) had been pegged to the U.S. dollar, an arrangement that required a steady influx of USD into Lebanon to maintain. But in response to political unrest in 2019 that resulted in the prime minister‘s resignation, foreign investors began to pull out of the country, causing the influx of USD to dry up. The LBP began to plunge in value, and BDL and the Lebanese banking sector tried desperately to prevent a run on the banks, first by temporarily closing the country‘s banks, and then by making it nearly impossible to remove large quantities of USD from the country.
By the end of 2019, the Daous had more than $18,500,000 on deposit in Lebanon, and like many other customers living outside Lebanon with large sums of USD in bank accounts in that country, they were concerned that their deposits would become essentially worthless overnight. Beginning in September 2019, Joseph Daou requested that BLC and CL execute millions of dollars in wire transfers from the Daous’ accounts with those banks to accounts in the United States, a request that both banks denied. He then traveled to Lebanon in December 2019 and opened an account with a third bank – AM – which he hoped could help him repatriate his family‘s USD. The agreement that Joseph Daou signed upon opening the AM account included a forum selection clause providing that “[t]he Beirut courts shall have the
After repeated, failed attempts to move their USD to the United States via wire transfer, the Daous agreed to accept USD-denominated checks from BLC, CL, and AM, drawn against BDL, with whom all three Commercial Banks had accounts.2 The Daous allege that all three Commercial Banks represented that they would be able to deposit those checks in the United States. Each of the checks stated on its face, however, that it was “payable [at] Beirut.” J. App‘x at 657, 752, 862. The Daous deposited their checks at banks in the United States, but BDL refused to transfer the money, stating that it was not accepting checks for collection abroad and that the checks would have to be presented to a local bank in Lebanon. The Daous allege that their inability to get their money out of Lebanon caused them to lose real estate deals in the United States, resulting in damages in excess of $60 million.
II. Procedural History
The Daous filed this action in the district court on June 10, 2020, asserting common-law claims for civil conspiracy, fraud, issuance of dishonored checks, conversion, breach of contract, promissory estoppel, and unjust enrichment, as well as statutory claims under the Racketeer Influenced and Corrupt Organizations Act,
The district court granted all four defendants’ motions to dismiss in an April 9, 2021 order, in each instance ruling only on threshold matters of jurisdiction or forum non conveniens without reaching the merits. Daou v. BLC Bank, S.A.L., No. 20-cv-4438, 2021 WL 1338772, at *9 (S.D.N.Y. Apr. 9, 2021). The district court dismissed the claims against BLC and AM for
DISCUSSION
On appeal, the Daous argue that the district court erred by dismissing the claims against AM and BLC for forum non conveniens based on the forum selection clauses, by holding that BDL was entitled to sovereign immunity, and by concluding that it lacked personal jurisdiction over CL in this case under
I. Personal Jurisdiction Over the Commercial Banks
The Daous argue that the district court erred by holding that it lacked personal jurisdiction over CL under New York‘s long-arm statute, or in the alternative, that it erred at least by denying them jurisdictional discovery. We disagree, and we hold further that the district court lacked long-arm jurisdiction over AM and BLC for identical reasons.
“We review a district court‘s dismissal of an action for want of personal jurisdiction de novo, construing all pleadings and affidavits in the light most favorable to the plaintiff . . . . [T]o survive a motion to dismiss for lack of personal jurisdiction, a plaintiff must make a prima
“In the absence of a federal statute specifically directing otherwise, and subject to limitations imposed by the United States Constitution, we look to the law of the forum state to determine whether a federal district court has personal jurisdiction over a foreign corporation.” Brown v. Lockheed Martin Corp., 814 F.3d 619, 624 (2d Cir. 2016). Because “[t]he reach of New York‘s long-arm statute . . . does not coincide with the limits of the Due Process Clause,” Best Van Lines, Inc. v. Walker, 490 F.3d 239, 244 (2d Cir. 2007), when the forum is in New York, we must look to that statute‘s specific provisions to determine whether personal jurisdiction exists as a matter of state law. In this case, the Daous assert that the district court had personal jurisdiction over the Commercial Banks under
We agree with the Daous that, contrary to the district court‘s holding with respect to CL, all three Commercial Banks “transact[ed] business” in New York despite the relatively small number of specific correspondent transactions alleged. Section 302(a)(1) is a “single act statute,” and “proof of one transaction in New York is sufficient to invoke jurisdiction, even though the defendant never enters New York, so long as the defendant‘s activities here were purposeful and there is a substantial relationship between the transaction and the claim asserted.” Deutsche Bank Sec., Inc. v. Montana Bd. of Invs., 7 N.Y.3d 65, 71 (2006), quoting Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460, 467 (1988). To be sure, determining whether a defendant transacted business in the state “necessarily requires examination of the particular facts in each case,” Licci v. Lebanese Canadian Bank, SAL (”Licci I“), 20 N.Y.3d 327, 338 (2012), and where the putative transaction is use of a correspondent bank account, “the frequency and deliberate nature of [the defendant‘s] use of its correspondent account[s] [may] be determinative” of whether that use was intentional, Licci II, 732 F.3d at 168; see also Amigo Foods Corp. v. Marine Midland Bank-N.Y., 39 N.Y.2d 391, 396 (1976) (“[S]tanding by itself, a correspondent bank relationship, without any other indicia or evidence to explain its essence, may not form the basis for long-arm jurisdiction under [§ 302(a)(1)].“). But the present case is not one in which the defendant may have used its correspondent accounts only adventitiously, “once or twice by mistake.” Licci I, 20 N.Y.3d at 340
Nevertheless, we agree with the district court that the Daous’ claims against CL did not arise from that bank‘s transactions of business in New York for purposes of
because it was his negligent driving in New Jersey, not his obtaining the license and registration, that was the subject of the claims against him. Id. at 519-20.
A claim may arise from the use of a correspondent bank account for purposes of
Here, however, the alleged unlawful conduct underlying the Daous’ claims does not involve a specific transaction through New York correspondent accounts – rather, the Daous allege that the Commercial Banks have used their New York correspondent accounts to handle the Daous’ and other investors’ money in the past and likely would have done so if, counterfactually, they had transferred the Daous’ money to the United States as promised.
New York‘s appellate courts have not considered whether past or potential future use of correspondent accounts alone may satisfy
Plaintiff alleges that defendants heavily promoted their New York correspondent banking relationships to cloak themselves in the legitimacy and strength of massive New York banks, as well as to promote defendants’ ability to readily effect international transfers of USD. To date, defendants have closed off plaintiff‘s access to their New York correspondent accounts, and refused to allow plaintiff to withdraw or transfer his USD outside Lebanon . . . . [N]one of plaintiff‘s three causes of action [for fraud, conversion, and unjust enrichment] against each bank defendant rely upon transfers of funds through New York correspondent accounts . . . . Not a single element of any of these claims is tethered to defendants’ New York correspondent accounts, and removing the correspondent accounts from the equation has no impact on plaintiff‘s claims.
Id. at *3, *7 (citations omitted). On similar facts, the court in Trans Atl. Imaging, S.A.L. v. Banque MISR Liban S.A.L., No. 654432/2020, 2021 WL 2435887 (N.Y. Sup. Ct. June 15, 2021), rejected essentially the same argument that the Daous make, reasoning that
plaintiffs’ multiple wire transfers of United States dollars for deposit in their account in defendant bank, each executed through defendant‘s Bank of New York Mellon correspondent account, bore no relationship to defendant‘s alleged breach of the Agreement. In other words, there is no articulable nexus between such deposits made through defendant bank‘s correspondent account and either defendant bank‘s refusal to honor plaintiffs’ request to withdraw such funds on deposit by wire transferring the United State[s] dollars to plaintiffs’ account(s) in the United States, or its offer to grant plaintiffs’ withdrawal request through the issuance of cashier‘s check(s) negotiable inside Lebanon only.
Id. at *2 (footnote omitted), citing Khalife v. Audi Saradar Private Bank SAL, 129 A.D.3d 468, 573-74 (1st Dep‘t 2015). The Daous do not cite a single case in which a New York court found a sufficient nexus to confer personal jurisdiction under
We hold that there is no substantial connection between the Commercial Banks’ use of their correspondent accounts and the Daous’ claims. The FAC asserts claims of civil conspiracy, fraud, issuance of dishonored checks, violations of Florida statutes on collection instruments, breach of contract, conversion, unjust enrichment, promissory estoppel, and civil RICO violations, all of which turn on alleged measures taken by Lebanese banks in Lebanon to ensure that USD deposits remained in that country. The FAC, unlike the complaints in Licci
and Rushaid, does not include a single allegation that any defendant used an actual, specific transaction through a New York correspondent account in the course of bringing about the injuries on which the claims are predicated - namely, that the Daous’ USD remained in Lebanon.
To the extent that the Daous allege that the Commercial Banks advertised the availability of their New York correspondent accounts to potential customers and used those accounts to transfer some of the millions of dollars in the Daous’ accounts into Lebanon in the first instance, the connection between those past transactions and the claims in the FAC is “merely coincidental.” Johnson, 4 N.Y.3d at 520. Just as the defendant driver in Johnson “could have had a license from any state, or no license,” id., the Commercial Banks could have routed the Daous’ USD deposits through correspondent accounts in Florida, London, or Switzerland, or through no correspondent account at all - indeed, the FAC itself alleges that Joseph Daou deposited much of the money in person in Lebanon. Moreover, the Daous’ reliance on past transactions is especially problematic for personal jurisdiction over AM, because there is no allegation in the FAC that AM used its New York correspondent accounts in connection with the Daous on any specific occasion.
To the extent that the Daous allege that the requested wire transfers likely would have been routed through the New York correspondent accounts if the Commercial Banks had not refused those requests, that allegation is not only highly speculative, but supplies no connection whatsoever, much less a substantial one, between the claims and any actual transaction that occurred in New York. Even accepting as true that the Commercial Banks expressly “represented in late 2019 that they would wire the Daous their USD through the [] New York correspondent bank accounts,” Appellants’ Reply Br. at 7, that is conduct that occurred in Lebanon, in connection with, at most, fictitious future transactions of business in New York that the Commercial Banks did not actually make or, per the allegations in the FAC, intend to make. The Daous cite no authority for the proposition that a hypothetical future transaction that never actually occurred can form the basis for personal jurisdiction under
II. BDL‘s Sovereign Immunity
The Daous also argue that the district court erred by dismissing their claims against BDL for want of subject-matter jurisdiction. We disagree. The district court correctly held that BDL, as an agency or instrumentality of the Lebanese state, was entitled to sovereign immunity, and that the FSIA‘s commercial activity exception did not apply to abrogate that immunity.
“On appeal of a dismissal for lack of subject matter jurisdiction under the FSIA, ‘[w]e review the district court‘s legal conclusions concerning sovereign immunity de novo and its factual findings for clear error.‘” Arch Trading, 839 F.3d at 199 (alteration in original), quoting Kensington Int‘l Ltd. v. Itoua, 505 F.3d 147, 153 (2d Cir. 2007)). The FSIA “provides the sole basis for obtaining jurisdiction over a foreign state in the courts of this country.” Argentine Republic v. Amerada Hess Shipping Co., 488 U.S. 428, 443 (1989). The same is true of the agency or instrumentality of a foreign state, which is treated as a foreign sovereign for purposes of the FSIA.
The Daous concede that BDL, as the central bank of Lebanon, is an agency or instrumentality of the Lebanese state, and thus it is entitled to sovereign immunity unless one of the FSIA‘s statutory exceptions applies. The Daous invoke one such exception: the “commercial activity” exception, which provides that a foreign state is not immune in any case “in which the action is based upon a commercial activity carried on in the United States by the foreign state; or upon an act performed in the United States in connection with a commercial activity of the foreign state elsewhere; or upon an act outside the territory of the United States in connection with a commercial activity of the foreign state elsewhere and that act causes a direct
The FSIA defines “commercial activity” as “either a regular course of commercial conduct or a particular commercial transaction or act.”
Here, as the district court implicitly acknowledged, BDL engaged in at least one course of commercial activity: allowing the Commercial Banks to open checking accounts, which the Commercial Banks then used to write checks to the Daous, and then denying requests by banks in the United States to transfer the funds upon deposit of those checks. That is the sort of activity in which any commercial bank could engage.
However, the commercial activity exception applies only where the action is “based upon” the commercial activity in question.
Here, the district court concluded that even if BDL engaged in commercial activity in connection with the checks, the suit is not “based upon” that activity, because “[t]he gravamen of plaintiffs’ complaint . . . involves the conduct of the Commercial Bank Defendants in accepting the plaintiffs’ deposits, refusing to authorize wire transfers, and issuing the checks.” Daou, 2021 WL 1338772, at *7. The Daous contend instead - for the first time in their reply brief - that “[i]n reality, BDL played a central role in blocking [them] from receiving their USD,” because “[a]ll of the [Commercial] Banks issued banker‘s checks drawn against BDL to the Daous with the express acknowledgement [sic] that the Daous could and would deposit the checks in the U.S.,” and after the Daous’ banks in the United States accepted those checks for deposit, “BDL refused collection.” Appellants’ Reply Br. at 27. We need not decide whether such activity forms the “gravamen” of the complaint, because even assuming arguendo that it does, BDL‘s activity did not have a “direct effect in the United States” within the meaning of the FSIA.
“[A]n effect is direct” for purposes of the commercial activity exception “if it follows as an immediate consequence of the defendant‘s activity.” Weltover, 504 U.S. at 618 (internal quotation marks, ellipsis, and citation omitted). Three principles qualifying that requisite immediacy convince us that in the present case, BDL‘s activity did not have a direct effect in the United States for purposes of the commercial activity exception.
First, “the mere fact that a foreign state‘s commercial activity outside of the United States caused physical or financial injury to a United States citizen is not itself sufficient to constitute a direct effect in the United States.” Guirlando v. T.C. Ziraat Bankasi A.S., 602 F.3d 69, 78 (2d Cir. 2010). In Guirlando, for example, we held that a Turkish government-owned bank‘s decision to allow the plaintiff‘s husband to withdraw funds from a joint bank account in Turkey did not have a direct effect in the United States simply because the plaintiff was a United States citizen and was “impoverish[ed]” in this country as a result. Id. at 79. The same is true in the present case: The fact that the Daous, who felt the financial impact of BDL‘s actions, are United States citizens is not enough on its own to trigger the commercial activity exception. Rather, we must look to the putatively unlawful conduct on BDL‘s part as alleged in the complaint.
Second, the place where a direct effect is felt is generally either a contract‘s designated place of performance (if any) or the locus of a tort, depending on the particular sort of alleged unlawful conduct that forms the gravamen of the complaint. And regardless of how one conceives of the gravamen of the Daous’ complaint as it relates to BDL,7 there is no such direct effect in the United States.
The same is true where a contractual provision allows the foreign sovereign‘s creditor to choose the place of payment. For example, in Hanil Bank v. PT. Bank Negara Indonesia (Persero), 148 F.3d 127 (2d Cir. 1998), we held that the defendant‘s alleged refusal to pay on a letter of credit had a direct effect in the United States because that letter “authorized the [plaintiff] to designate the place of payment,” and thus when the plaintiff selected New York, the defendant “had already impliedly agreed to New York as the place of payment.” Id. at 132. We have left open the possibility that these principles may apply by analogy in cases that are not formally brought in contract but that turn on failure to meet a financial obligation, but we have maintained that where such obligation does not come with any required place of performance, the fact that the plaintiff happens to seek payment in the United States does not automatically render the effect in this country sufficiently direct for FSIA purposes. For example, we held in Kensington International that interference abroad with a judgment obtained in New York had no “direct effect” in the United States because a “judgment does not have a ‘place of performance‘” and “[t]here is no requirement that repayment of this debt be made in New York.” 505 F.3d at 159.
To the extent the claims against BDL sound in contract, the Daous’ direct-effect argument fails because the checks do not designate the United States as a place of payment. The Daous attempt to liken the present case to Weltover by arguing that they “were [contractually] entitled to and did deposit the checks drawn on the BDL in the U.S.,” Appellants’ Br. at 56, but they had no relationship with BDL, and at any rate, nothing on the face of the checks as printed by BDL indicated that the checks could be deposited in the United States. BDL simply issued blank checks listing Beirut, if anywhere, as the proper place of payment. Thus, as in Kensington and unlike in Weltover, there was no special obligation to pay on those checks in the United States as opposed to anywhere else. Nor did the checks as BDL issued them allow either the Commercial Banks or the Daous to specify a place of payment, as in Hanil Bank. Put another way, once BDL provided the Commercial Banks with checking accounts, and even after the Commercial Banks used those accounts to write checks payable to the Daous, BDL had no more of an obligation to pay the Daous in the United States than it had to pay them in Lebanon, Mongolia, Djibouti, or any other country where they might happen to deposit the checks.
To the extent the Daous’ claims against BDL sound in tort, the locus of that tort is in Lebanon. In arguing that the United States is the locus of the tort, the Daous cite a passage from Atlantica Holdings stating that a claim “arises where its economic impact is felt, normally the plaintiffs’ residence.” Id. at 110 (internal quotation marks and citation omitted). But the Daous take that passage out of context - it specifically concerns “the locus of a
Third, “[w]e have held that ‘the requisite immediacy’ is lacking where the alleged effect ‘depend[s] crucially on variables independent of the conduct of the foreign state,” including intervening actors. Guirlando, 602 F.3d at 75 (first alteration added; second alteration in original), quoting Virtual Countries, Inc. v. Republic of South Africa, 300 F.3d 230, 238 (2d Cir. 2002). In Guirlando, for example, we rejected the plaintiff‘s direct-effect argument for the additional reason that her “financial loss was not a direct result of the Bank‘s denying her the right to open an individual account, for between that conduct and her impoverishment there was an intervening element, to wit, [her husband‘s] larcenous withdrawals.” Id. at 79-80. In contrast, the involvement of intervening actors does not preclude a direct effect in the United States if an otherwise immediate effect in this country would have occurred even without their involvement. Thus, in Atlantica Holdings, we rejected the defendant‘s argument that dissemination by third parties of a memorandum containing the defendant‘s alleged
Here, even if the United States were a place of performance or the locus of a tort that is part of the gravamen of the Daous’ complaint, that location would “depend[] crucially on variables independent of [BDL‘s] conduct.” Guirlando, 602 F.3d at 75 (internal quotation marks and citation omitted). As the district court recognized, “[a]ny effect felt in the United States was contingent on, inter alia, the Commercial Bank Defendants’ decisions to address their disputes with the plaintiffs by issuing the checks and the plaintiffs’ decision to attempt to deposit those checks in the United States.” Daou, 2021 WL 1338772, at *7. BDL, as noted above, has no relationship with the Daous, and its conduct would not have had any effect in the United States, as opposed to any other country, had the Commercial Banks not made the independent decision to write the Daous checks drawn against BDL. Thus, here, as in Guirlando, the immediacy of the putative commercial activity‘s effect in the United States is fatally undermined by dependence on the conduct of intervening actors.9
Because BDL had no special obligation to pay on the checks in the United States, because the locus of any tort is in Lebanon, and because any effect in the United States depended crucially on the conduct of intervening actors, we hold that any commercial activity within the gravamen of the Daous’ complaint did not have a direct effect in the United States for purposes of the FSIA‘s commercial activity exception. The district court was therefore correct to hold that BDL is entitled to sovereign immunity and to dismiss the claims against BDL for want of subject-matter jurisdiction.
CONCLUSION
For the reasons stated above, the judgment of the district court is AFFIRMED.