Summary

Appeal from a judgment of the United States District Court for the Southern District of New York (Pauley, J.) declining to enforce a $1.8 billion arbitral award (the "Award") against the Nigerian National Petroleum Corporation ("NNPC") and in favor of Esso Exploration and Production Nigeria Limited and Shell Nigeria Exploration and Production Company Limited (collectively, "Esso"). Courts in Nigeria previously set aside the Award in part. Nonetheless, Esso seeks enforcement of the entire Award under the New York Convention. NNPC urges dismissal of Esso's suit for lack of personal jurisdiction and on the basis of forum non conveniens, and it opposes the petition for enforcement on the merits. The district court first rejected NNPC's threshold arguments for dismissal and then denied Esso's petition to enforce the Award on the ground that the Nigerian judgments setting aside the Award are owed comity. It rejected Esso's argument that, under this Court's decision in Corporación Mexicana de Mantenimiento Integral, S. de R.L. de C.V. v. Pemex-Exploración y Producción, 832 F.3d 92 (2d Cir. 2016) ("Pemex"), those judgments should be disregarded.

We first determine that NNPC has standing on cross-appeal to challenge the denial of its motion to dismiss, even though the district court ruled in its favor on the merits. NNPC has such standing because our partial vacatur on the merits revives the action against it, and it may face an adverse ruling on remand. On considering NNPC's challenges to the district court's denial of its motion to dismiss for want of personal jurisdiction and forum non conveniens, we AFFIRM the district court's rulings because its factual determinations were meticulous and its legal conclusions sound.

We then review the district court's denial of Esso's petition. Pemex teaches that a district court may decline to afford comity to a foreign judgment setting aside an arbitral award only if that judgment is repugnant to fundamental notions of justice in the United States. We clarify that the four considerations identified in Pemex as bearing on that inquiry were particular to that case; they are not necessarily relevant to--and do not govern in--every case applying the fundamental Pemex standard. Although the district court should have broadened its analysis under this standard, we ultimately agree with its conclusion, on this record, that U.S. courts owe the Nigerian judgments setting aside the Award comity. We conclude, however, that the district court went too far by refusing to enforce not only those parts of the Award that the Nigerian courts set aside but also those parts of the Award that remain viable under the Nigerian judgments. We thus AFFIRM IN PART and VACATE IN PART the district court's judgment on the merits of Esso's petition. We REMAND to the district court to formulate, with the aid of the parties in delineating the effects of the Nigerian judgments, a partial enforcement order consistent with this Opinion.

AFFIRMED IN PART, VACATED IN PART, AND REMANDED FOR FURTHER PROCEEDINGS.