Amaplat Mauritius Ltd. v. Zimbabwe Mining Development Corporation

Case summary

At a glance

Parties: Amaplat Mauritius Ltd. and Amari Nickel Holdings Zimbabwe Ltd. (appellees) v. Zimbabwe Mining Development Corporation (ZMDC), the Republic of Zimbabwe and Zimbabwe's Chief Mining Commissioner (appellants)
Case no.: D.C. Circuit No. 24-7030, on appeal from the U.S. District Court for the District of Columbia, No. 1:22-cv-00058
Court: United States Court of Appeals for the District of Columbia Circuit
Forum and rules: Action under the D.C. Uniform Foreign-Country Money Judgments Recognition Act; jurisdiction under the Foreign Sovereign Immunities Act (FSIA)
Underlying award(s): ICC final award of 2014, seat Zambia, registered by the Registrar of the High Court of Zambia under the New York Convention
Treaty: Arbitration clauses in joint-venture memoranda of understanding; New York Convention of 10 June 1958
Court: Circuit Judges Katsas and Childs (opinion), Senior Circuit Judge Edwards
Sector: Mining (nickel and platinum)
Outcome: Reversed and remanded with instructions to dismiss for lack of subject matter jurisdiction (15 July 2025): neither the FSIA arbitration exception nor the implied waiver exception covers an action to recognize a foreign court judgment confirming an arbitral award.
Amount: Underlying award: $42.9 million to Amaplat and $3.9 million to Amari, with 5% annual interest, plus the costs and expenses of the arbitration.

The dispute

Two Mauritian mining companies, Amaplat and Amari, entered into memoranda of understanding with ZMDC, a Zimbabwean statutory corporation, to form joint ventures to develop nickel and platinum mines in Zimbabwe. When ZMDC tried to terminate the memoranda, the companies brought ICC arbitration, seated in Zambia, against ZMDC and the Chief Mining Commissioner. The respondents withdrew from the arbitration, and a 2014 final award held ZMDC liable for breach. The award was unpaid. The companies had the award registered as a judgment by the High Court of Zambia. In 2022 they sued ZMDC, the Commissioner and, for the first time, the Republic of Zimbabwe in Washington, D.C. to recognize the Zambian judgment under the D.C. Judgments Recognition Act. The defendants claimed sovereign immunity under the FSIA. The plaintiffs relied on the arbitration exception and the implied waiver exception.

Key holdings

The FSIA arbitration exception (28 U.S.C. § 1605(a)(6)) does not apply. It covers actions to enforce arbitration agreements or to confirm awards. This was an action to recognize a foreign court judgment, which is a distinct concept governed by state law rather than federal law. The plaintiffs could raise the exception as an alternative ground for affirmance without cross-appealing. pp. 8–9 and n. 3
The court rejected both readings of "confirm an award" proposed by the plaintiffs. The action does not turn an award into a judgment; it turns a foreign judgment into a domestic one. It also asks the court to review a foreign court judgment, not the award. p. 10
The implied waiver exception (§ 1605(a)(1)) does not apply. It is construed narrowly and requires strong evidence of the sovereign's intent. The New York Convention governs only the recognition and enforcement of arbitral awards, not court judgments. Signing it and agreeing to arbitrate in another signatory state does not show intent to waive immunity from judgment recognition actions. pp. 10–14
The court declined to follow the Second Circuit's Seetransport decision, which extended the waiver to judgment recognition because such claims are "closely related" to award enforcement. That connection is too weak to prove intent. Creighton and Tatneft concerned arbitral awards, not judgments. The court again left open whether signing the Convention and agreeing to arbitrate waives immunity even from award actions. pp. 11–15
The court did not decide whether ZMDC is Zimbabwe's alter ego or whether the Commissioner is sued as a state entity. Even on those assumptions, neither exception applies. The service-of-process objections fall outside the collateral appeal. pp. 15–16
Disposition: the district court's finding of subject matter jurisdiction is reversed and its remaining orders on issues not reached are vacated. The case is remanded with instructions to dismiss for lack of jurisdiction. p. 16

Procedural history

Late 2000sAmaplat and Amari enter into joint-venture memoranda of understanding with ZMDC. The memoranda provide for ICC arbitration.
Not statedAfter ZMDC tries to terminate the memoranda, the companies start ICC arbitration against ZMDC and the Chief Mining Commissioner. The ICC selects Zambia as the seat. The respondents later withdraw.
2014Final award: ZMDC is liable for $42.9 million to Amaplat and $3.9 million to Amari, with 5% annual interest and the costs of the arbitration.
Not stated (several years after 2014)The Registrar of the High Court of Zambia registers the award under the New York Convention.
2022Recognition action filed in the U.S. District Court for the District of Columbia (No. 1:22-cv-00058). The district court rejects the arbitration exception but upholds jurisdiction under the implied waiver exception, following Seetransport, and denies the motions to dismiss.
18 November 2024Appeal argued before the D.C. Circuit.
15 July 2025D.C. Circuit judgment: reversed and remanded with instructions to dismiss for lack of jurisdiction.