United States Court of Appeals, District of Columbia Circuit
Submitted March 7, 2017
from the United States District Court for the District of
Columbia (No. 1:14-cv-01616)
B. Green, William T. O'Brien, and Ivan W. Bilaniuk were
on the briefs for appellant.
Jeffrey M. Prokop, James Grohsgal, and Jamie L. Shookman were
on the brief for appellee.
Henderson and Srinivasan, Circuit Judges, and Ginsburg,
Senior Circuit Judge.
SRINIVASAN, CIRCUIT JUDGE.
case arises from a contract dispute between two foreign
entities: Getma International, a French company, and the
Republic of Guinea. After Guinea terminated a concession
agreement between the two parties, an arbitral tribunal
issued a 39 million award (plus interest) in favor of Getma.
Guinea appealed the award to the Common Court of Justice and
Arbitration of the Organization for the Harmonization of
Business Law in Africa (CCJA), a court of supranational
jurisdiction for Western and Central African States. The CCJA
set aside Getma's award. Getma nonetheless seeks to
enforce the annulled award in the United States.
to intervene in this quintessentially foreign dispute, we
would need to find the CCJA's annulment of the award to
be repugnant to the United States's most fundamental
notions of morality and justice. The district court held that
Getma failed to satisfy that stringent standard, and we
2008, Guinea sought bids to expand and operate a port in
Conakry, the country's capital. Getma submitted the
winning bid. Getma and the Republic of Guinea then entered
into a twenty-five-year Concession Agreement. Their
partnership was short-lived. In December 2010, Guinea elected
a new president, who quickly terminated the Agreement. Getma,
protesting that the government's sudden about-face
violated the contract, demanded a termination fee. Guinea
denied any breach of the contract, alleging among other
complaints that Getma had won the bidding process by bribing
the previous Guinean administration.
Agreement's dispute-resolution provision stipulated that
the parties could "irrevocably settle" any
disputes through "arbitration proceedings subject to the
Arbitration Rules of the [CCJA]." J.A. 249. The parties
selected a tribunal of three arbitrators, all of whom were
based in France. The CCJA fixed the arbitrators' fees at
approximately 61, 000. After 14 months of arbitration, the
arbitrators contacted the CCJA's Office of the Secretary
General (which served as a liaison between the arbitrators
and the CCJA) about increasing the fees to 450, 000. In an
e-mail, a representative responded that the office would
"contact the [CCJA] soon to adjust the fees." J.A.
CCJA denied the request by written order, citing precedent
establishing that an "arbitrator's fees and expenses
are set exclusively by" the CCJA. J.A. 541-42, 554. The
arbitrators did not take no for an answer. Immediately after
the decision, the arbitrators wrote the CCJA two letters
renewing their request for increased fees. Likewise, Getma
sent its own letter urging the CCJA to reconsider its
decision. The CCJA remained unmoved. By April 2014, the CCJA
had apparently informed the arbitrators on four separate
occasions that the 61, 000 fee would stand.
the CCJA's decision, the arbitrators told the parties
they would withhold the arbitral award until the parties paid
them 450, 000. When the CCJA's Secretary General learned
about the arbitrators' demand, he reprimanded them and
told them that their fee request was void. In a written
letter, the Secretary warned Getma that the award would be
"subject to invalidation" if it included an
"invalid arrangement" for arbitrator fees. J.A.
days later, the arbitrators issued a decision in favor of
Getma, awarding the company 39 million plus interest.
Although the award contained no mention of any demand for
increased arbitrators' fees, the tribunal continued
pursuing payment. And despite the CCJA's warning that an
invalid fee arrangement could jeopardize any award, Getma
paid the arbitrators 225, 000. The arbitrators later filed
suit in the Paris Court of Appeals to collect the remaining