Titan Consortium 1, LLC v. Argentine RepublicTitan Consortium 1, LLC v. Argentine Republic
Rathna J. Ramamurthi argued the cause for appellant. With her on the brief was Carmine D. Boccuzzi, Jr.
Matthew D. McGill argued the cause for appellee. With him on the brief were Matthew S. Rozen, Thomas Moore, and Ashley Keller. Amy R. Upshaw entered an appearance.
Before: MILLETT, WILKINS, and GARCIA, Circuit Judges.
Opinion for the Court filed by Circuit Judge MILLETT.
The investors applied to arbitrate at the International Centre for Settlement of Investment Disputes (“Centre“). The Convention on the Settlement of Investment Disputes between States and Nationals of Other States established the Centre as an international arbitration forum to resolve investment disputes between private individuals and sovereign nations. The Centre is affiliated with the World Bank, and is located at the Bank‘s headquarters in Washington, D.C.
After a lengthy arbitration process, the Centre‘s tribunal awarded the investors over $320 million from Argentina. Two years later, the Centre‘s internal appellate committee affirmed the award and added more than $1 million in additional costs.
The investors sold their title to this award to Titan Consortium 1, LLC. Titan petitioned the district court for enforcement of the award just over four years after the initial award issued. The district court denied Argentina‘s motion to dismiss and entered summary judgment in Titan‘s favor enforcing the award.
Argentina appeals solely on the ground that Titan‘s petition was untimely. Because
Because
I
A
The Convention on the Settlement of Investment Disputes Between States and Nationals of Other States, commonly known as the “Washington Convention,” entered into force on October 14, 1966. I ICSID, HISTORY OF THE ICSID CONVENTION 10 (1970); see Washington Convention art. 68(2), opened for signature March 18, 1965, 17 U.S.T. 1270, 575 U.N.T.S. 159.
Currently, 166 countries have signed the Washington Convention and 158 of those—including Argentina, Spain, and the United States—have officially deposited their instruments of ratification. Database of ICSID Member States, ICSID, https://perma.cc/6QCX-RSDM. Those deposits make the Convention legally binding on all the parties in this case. Washington Convention art. 68(2).
The Washington Convention‘s purpose is to promote private investment in economically developing countries by providing private investors a legal avenue to protect their assets. S. EXEC. DOC. NO. 89-2, at 6 (2d Sess. 1966); see also
The Washington Convention also established the baseline rules for the Centre‘s arbitral tribunal (“Tribunal“). See Washington Convention arts. 36–63. Should a party wish to appeal an award issued by the Tribunal, it must go through an “annulment” procedure in front of a three-member “Annulment Committee,” which serves as an internal appellate court with limited review powers. See id. arts. 52, 53; Valores Mundiales, S.L. v. Bolivarian Republic of Venezuela, 87 F.4th 510, 515 (D.C. Cir. 2023).
Importantly for the present case, though an award issued by the Tribunal is binding on the parties, the Centre has no power to enforce the awards. Instead, as relevant here, Article 54 of the Washington Convention states:
(1) Each Contracting State shall recognize an award rendered pursuant to this Convention as binding and enforce the pecuniary obligations imposed by that award within its territories as if it were a final judgment of a court in that State. A Contracting State
with a federal constitution may enforce such an award in or through its federal courts and may provide that such courts shall treat the award as if it were a final judgment of the courts of a constituent state. * * *
(3) Execution of the award shall be governed by the laws concerning the execution of judgments in force in the State in whose territories such execution is sought.
Washington Convention art. 54.
Congress adopted
The pecuniary obligations imposed by * * * an award [by the Tribunal] shall be enforced and shall be given the same full faith and credit as if the award were a final judgment of a court of general jurisdiction of one of the several States. The Federal Arbitration Act (
9 U.S.C. 1 et seq. ) shall not apply to enforcement of awards rendered pursuant to the convention.
B
The original dispute in this case involved the Spanish companies Teinver S.A., Transportes de Cercanías S.A., and Autobuses Urbanos del Sur S.A. (collectively, “Claimants“), which had invested in Argentina‘s airline industry in the early
In December 2008, Claimants submitted to the Tribunal a request for arbitration against Argentina that sought redress for the harm to their investments allegedly caused by Argentina‘s unlawful expropriation of the private airlines. See J.A. 30, 60–63. Claimants contended that the expropriations violated the 1991 bilateral investment treaty between Argentina and Spain. J.A. 30.
On July 21, 2017, after a lengthy arbitration process, the Tribunal awarded Claimants $320,760,000, plus legal fees, costs, and interest. J.A. 19, 418, 425. Argentina requested review and annulment of the award, but the Annulment Committee affirmed the award in May 2019, and ordered that another $1,017,512 be awarded to Claimants for costs incurred during the annulment proceeding. J.A. 572, 580, 658.1
Claimants subsequently assigned their title to the final award (the initial award plus the additional sum from the Annulment Committee) to Titan Consortium 1, LLC. J.A. 8.
Titan filed a petition to enforce the award in the United States District Court for the District of Columbia, J.A. 1–13, in August 2021, which was four years and a month after the Tribunal had issued its judgment, see J.A. 19. Argentina moved to dismiss the petition as untimely, arguing that a three-year statute of limitations applied, and so Titan‘s petition was untimely. See Argentina‘s Mot. to Dismiss, ECF No. 12 at 4–8.
The district court denied the motion, holding that Titan‘s petition was timely because the twelve-year statute of limitations provided in
Titan then moved for summary judgment, Titan‘s Mot. for Summ. J., ECF No. 25, which the district court granted, Titan Consortium 1, LLC v. Argentine Republic, No. 21-CV-2250, 2024 WL 5056349, at *1 (D.D.C. Dec. 10, 2024). The district court entered judgment in the amount of $390,907,115.55, plus post-judgment interest. J.A. 731.
Argentina filed a timely appeal. Argentina challenges only the district court‘s decision to apply D.C.‘s twelve-year statute of limitations and its consequent ruling that Titan‘s petition to
II
The district court had jurisdiction under
We review both the denial of a motion to dismiss on statute of limitations grounds and the grant of summary judgment de novo. Federal Law Enforcement Officers Ass‘n v. Ahuja, 62 F.4th 551, 557 (D.C. Cir. 2023). Because the question of which statute of limitations to apply is an issue of law, we review that decision de novo as well. See Cephas v. MVM, Inc., 520 F.3d 480, 483 (D.C. Cir. 2008).
III
The only question before this court is which statute of limitations applies to motions to enforce Washington Convention arbitral awards under Section 1650a. The parties propose three different options. Titan urges us to affirm the district court‘s holding that the twelve-year statute of limitations in
When a federal statute creates a cause of action but lacks a statute of limitations, like Section 1650a does, “we do not ordinarily assume that Congress intended that there be no time limit on actions at all[.]” Emory v. United Air Lines, Inc., 720 F.3d 915, 931 (D.C. Cir. 2013) (quoting DelCostello v. International Bhd. of Teamsters, 462 U.S. 151, 158 (1983)). Instead, courts “borrow” the most comparable limitations period identified. Stafford v. George Washington Univ., 56 F.4th 50, 52 (D.C. Cir. 2022) (quotation marks omitted).
The default rule is to turn to state law to find “the most closely analogous statute of limitations[.]” Reed v. United Transp. Union, 488 U.S. 319, 323 (1989) (quotation marks omitted); see also Alexander v. Washington Metro. Area Transit Auth., 826 F.3d 544, 551 (D.C. Cir. 2016) (per curiam) (“[C]ourts generally borrow [a statute of limitations] from an analogous state cause of action, provided that the state limitations period is not inconsistent with underlying federal policies.“) (quotation marks omitted); Crocker v. Piedmont Aviation, Inc., 49 F.3d 735, 743–744 (D.C. Cir. 1995) (“We therefore look for an appropriate statute of limitations in the law of the District of Columbia.“).
That default rule is longstanding. “Since 1830, ‘state statutes have repeatedly supplied the periods of limitations for federal causes of action’ when the federal legislation made no provision[.]” North Star Steel Co. v. Thomas, 515 U.S. 29, 33–34 (1995) (quoting Automobile Workers v. Hoosier Cardinal Corp., 383 U.S. 696, 703–704 (1966)).
From among the three options proposed by the parties,
A
1
Section 1650a provides that Washington Convention arbitral awards must be enforced in the same manner as final judgments of States. Specifically, Section 1650a requires that “[t]he pecuniary obligations imposed by” a Washington Convention arbitral award issued by the Centre “shall be enforced and shall be given the same full faith and credit as if the award were a final judgment of a court of general jurisdiction of one of the several States.”
That language mirrors Article 54 of the Washington Convention, which states: “Each Contracting State shall * * * enforce the pecuniary obligations imposed by [a Centre] award within its territories as if it were a final judgment of a court in that State.” Washington Convention art. 54(1) (emphasis
That conclusion is reinforced by Section 1650a‘s requirement that federal courts afford Tribunal awards the same “full faith and credit” as that afforded to state court judgments. That full faith and credit language is borrowed from
Similarly, under Section 1738, the role of an enforcing court is narrow. An enforcing court may not substantively review or decline to enforce a judgment on the basis of public policy or disagreement with how the other court applied the law. See Baker by Thomas v. General Motors Corp., 522 U.S. 222, 232–234 (1998).
So too for
That framework tracks with the expressly limited role a federal court is to play under Section 1650a, which is merely to “enforce[]” an award rather than to substantively review its legal merits.
Because federal courts already are required to provide full faith and credit to state court judgments,
2
Argentina objects that
Argentina is correct that, when a litigant petitions a D.C. court to enforce an out-of-state judgment, a different D.C. Code provision governs:
As both parties agree, that Code provision will not work for Washington Convention awards because there is no rendering State with its own limitations period to borrow. See Argentina Opening Br. 28–29; Titan Br. 23.
Nonetheless, Argentina persists in arguing that, because
Argentina points to the phrase in Section 1650a(a) requiring that arbitral awards be treated the same as if from “one of the several States,” which is not how Section 15-101 operates. Argentina Opening Br. 27–28. According to Argentina, because the District of Columbia is not a State, a D.C. Code provision is not an appropriate analogue to apply to Section 1650a. Id.
That proves too much. The Tribunal‘s arbitral awards will never be the awards of state “court[s] of general jurisdiction[,]” so there is no reason to require mimicry of that language in the relevant statute of limitations.
That leaves
For all those reasons,
B
Argentina argues that the three-year limitations period in Section 207 of the Federal Arbitration Act,
1
Argentina proposes that we apply the three-year limitations period from Section 207 of the Federal Arbitration Act. But we can look to a federal statute as the source of a limitations period only in the “rare case” when: (a) the “federal law clearly provides a closer analogy than available state statutes,” and (b) “the federal policies at stake and the practicalities of litigation make that rule a significantly more appropriate vehicle for interstitial lawmaking.” Graham County Soil & Water Conservation Dist. v. United States ex rel. Wilson, 545 U.S. 409, 415 (2005); Reed, 488 U.S. at 324 (quoting DelCostello, 462 U.S. at 172). Neither condition is met here.
a
Section 207 of the Federal Arbitration Act provides:
Within three years after an arbitral award falling under the Convention [on the Recognition and Enforcement of Foreign Arbitral Awards] is made, any party to the
arbitration may apply to any court having jurisdiction under this chapter for an order confirming the award as against any other party to the arbitration.
First, and most saliently, Section 1650a explicitly rejects application of the Federal Arbitration Act: “The Federal Arbitration Act (
Argentina asks us to cast that express statutory directive aside because Section 207 was added to the Arbitration Act after Section 1650a was adopted. Argentina Opening Br. 21. That points to the opposite conclusion. We take Congress at its word when it said the Federal Arbitration Act in full, from Section 1 through all that follows (“et seq.“), has no role to play under Section 1650a. If Congress changed its mind when it added Section 207 to the Federal Arbitration Act, it would have said so. It did not.
Quite the opposite, Congress picked a different “Convention” to reference in Section 207, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, commonly known as the “New York Convention.” See
Second, Congress linked Section 207 and the New York Convention together—and omitted the Washington Convention—for a reason. Article V of the New York Convention permits a district court to review an arbitral award on certain procedural and substantive grounds such as lack of proper notice, improper composition of the arbitral panel, and public policy conflicts. New York Convention art. V. The Federal Arbitration Act incorporates this review, providing that a reviewing court may refuse to confirm an award based on “one of the grounds for refusal or deferral of recognition or enforcement of the award specified in the [New York] Convention.”
That type of review, however, is forbidden under Section 1650a, which confines federal courts to direct enforcement.
Third, the legislative history of the enactment of Section 1650a and the travaux préparatoires of the Washington Convention—its drafting history—further caution against conflating the Washington and New York Conventions for statute of limitations purposes.
Though the United States did not ratify the New York Convention until 1970, see Contracting States, New York
In addition, the framers of the Washington Convention specifically rejected incorporating Article V of the New York Convention—the very article that Section 207 of the Federal Arbitration Act implements. As the Washington Convention chairman explained, “if enforcement of awards was to be governed by rules similar to those set forth in the New York Convention,” the next draft of Article 54 should “eliminate the provisions for annulment under the Convention since otherwise a double set of appeals might be created.” II-2 HISTORY OF THE ICSID CONVENTION at 888. As the plain text of the Washington Convention shows, the framers then rejected the New York Convention path and preserved the Annulment Committee as the sole source of review for Tribunal arbitral
In short, adopting Section 207‘s limitations period as an appropriate analogue would require far more contortion of Section 1650a‘s plain text, disregard of the narrow role it leaves for enforcing courts, and imperviousness to historical context than the law allows.
b
Neither do any compelling federal policy reasons or practicalities of litigation make Section 207 “a significantly more appropriate vehicle” than
Argentina argues that uniformity in implementation counsels in favor of having a single federal statute of limitations period for all Washington Convention enforcement litigation. Argentina Opening Br. 14–18. Congress already made the contrary policy judgment when it chose in Section 1650a to omit a single, uniform limitations period and directed that award enforcement follow the varied paths allowed under the money-judgment enforcement schemes of more than 50 jurisdictions.
To be sure, as Argentina notes, Congress vested jurisdiction over Washington Convention enforcement actions exclusively in the federal courts. Argentina Opening Br. 16–17 (citing
Beyond that, Argentina‘s concerns about a lack of uniformity appear to be more theoretical than practical. Washington Convention enforcement litigation against a foreign sovereign always may be brought in the United States District Court for the District of Columbia under the Foreign Sovereign Immunities Act.
Nor is the District‘s twelve-year limitations period for enforcement actions an outlier compared to other statutes of limitations across the country. As of 2025, thirteen States had statutes of limitations for the enforcement of money judgments of twenty or more years, and twenty-one States had statutes of limitations of ten to fifteen years. See Westlaw 50 State Statutory Survey: Enforcement of Judgments, Thomson Reuters (2025).
Finally, the practicalities of litigation weigh in favor of a longer statute of limitations period than the three years provided in Section 207 because the Annulment Committee review process under the Washington Convention would often consume most if not all of that period.
Argentina argues that a party seeking enforcement could file an enforcement action in district court in parallel with its annulment action. Argentina Opening Br. 31–32. Perhaps.
2
Argentina separately proposes that the D.C. Arbitration Act—
The chief problem with applying
On top of that, the D.C. Court of Appeals has never determined what limitations period governs under
What Argentina‘s argument really comes down to is that it wishes to apply the three-year statute of limitations found in D.C.‘s “catchall” statute—
Needless to say, if we must play matchmaker for Section 1650a‘s specific money-judgment enforcement provision, D.C.‘s own money-judgment enforcement provision looks a lot more promising than a generic catchall provision.
On top of that, borrowing the three-year catchall limitations period by way of D.C. Arbitration Act Section 16-4425 brings us right back to the same problems from which Section 207 of the Federal Arbitration Act suffers.
To start, a three-year period cuts the timing unworkably close given the common length of the Centre‘s internal appeals process. See UPDATED BACKGROUND PAPER ON ANNULMENT at 28–29.
Further, the D.C. Arbitration Act parallels the New York Convention and Section 207 of the Federal Arbitration Act in that it permits a court to undertake some review before confirming an award, such as whether a valid agreement to arbitrate existed,
* * * * *
Said more simply, borrowing either (1) the statutorily forbidden Federal Arbitration Act Section 207, or (2) whatever limitations period D.C. Arbitration Act Section 16-4425 itself borrows feels like trying to jam the slipper onto one or the other of Cinderella‘s evil stepsisters’ feet. In contrast,
IV
For the foregoing reasons, we affirm the district court‘s judgment.
So ordered.