Oriental Republic of Uruguay v. Italba Corporation

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

CASE NO. 21-CV-24264-DAMIAN

ORIENTAL REPUBLIC OF URUGUAY,

Petitioner,

v.

ITALBA CORPORATION,

Respondent.

_______________________________/

ORDER ON PETITIONER’S MOTION FOR JUDGMENT ON THE PLEADINGS

THIS CAUSE came before the court on Petitioner, Oriental Republic of Uruguay’s

(“Petitioner” or “Uruguay”), Motion for Judgment on the Pleadings [ECF No. 15] (the

“Motion”). This matter is before the undersigned pursuant to an Election of Jurisdiction by

a United States Magistrate Judge for Trial, in which the parties jointly and voluntarily elected

to have a United States Magistrate Judge conduct all proceedings in this case. [ECF No. 12-

4].

THIS COURT has reviewed the Motion, the Response and Reply thereto [ECF Nos.

15, 18, 21], as well as additional documents submitted by the parties, the pertinent portions

of the record, and all relevant authorities. The Court also heard from the parties, who

appeared through counsel at a hearing on May 27, 2022, and is otherwise fully advised in the

premises.

Uruguay seeks to enforce an arbitration award issued in its favor and against

Respondent, Italba Corporation (“Respondent” or “Italba”), by a panel convened under the

authority of the International Convention on the Settlement of Investment Disputes between

States and Nationals of Other States. Mar. 18, 1965, 17 U.S.T. 1270 (the “ICSID

Convention”). In the Motion now before the Court, Uruguay asserts that, given the Court’s

limited role in such matters (discussed below) and the absence of material factual disputes,

judgment on the pleadings is appropriate. [ECF No. 15]. Italba opposes the Motion and

argues that there are factual disputes that preclude judgment on the pleadings. [ECF No. 18].

Specifically, Italba challenges the authenticity of the award submitted with the Petition and

whether Uruguay is entitled to prejudgment interest (and at what rate) and costs.

For the reasons set forth herein, the Court finds that Uruguay’s Motion for Judgment

on the Pleadings [ECF No. 15] should be granted in part and denied in part as set forth below.

I. STATUTORY BACKGROUND

Because disposition of Uruguay’s Motion requires the Court to interpret the ICSID

Convention and its enabling statute, 22 U.S.C. § 1650a, the Court begins with an overview of

the relevant texts.

A. The ICSID Convention

The ICSID Convention is a multilateral treaty aimed at encouraging and facilitating

private foreign investment in developing countries. See Mobil Cerro Negro, Ltd. V. Bolivarian

Republic of Venezuela, 863 F.3d 96, 100 (2d Cir. 2017) (citations omitted). To help allay

concerns from private investors wary of investing in these countries due to risks of

expropriation and other “government measures that might tend to impair the rights or assets

of foreign investors[,]” the World Bank created the ICSID Convention which, in turn,

established the International Center for Settlement of Investment Disputes (“ICSID”) as a

neutral dispute settlement forum to adjudicate disputes between international investors and

host governments in “Contracting States” – those countries whose governments adopted the

Convention. See id. at 101.

The ICSID, which is based in Washington, DC, convenes arbitral tribunals in response

to requests made by either a member state or a national of a member state. ICSID Convention

arts. 36-37. At the conclusion of their proceedings, the tribunals issue written awards that

address “every question submitted to the Tribunal,” and “state the reasons upon which [the

award] is based.” Id. art. 48. The Convention further provides that a party dissatisfied with

an award may challenge it on various grounds but may do so only through proceedings at the

ICSID and not collaterally in the courts of member states: “The award shall be binding on the

parties and shall not be subject to any appeal or to any other remedy except those provided for in

this Convention.” ICSID Convention art. 53(1) (emphasis added).

The limited role played by the courts of member states is set out in Article 54 of the

Convention, which provides:

(1) Each Contracting State shall recognize an award rendered pursuant to this

Convention as binding and enforce the pecuniary obligations imposed by the

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.

(2) A party seeking recognition or enforcement in the territories of a Contracting

State shall furnish to a competent court or other authority which such State shall

have designated for this purpose a copy of the award certified by the Secretary-

General. Each Contracting State shall notify the Secretary-General of the

designation of the competent court or other authority for this purpose and of any

subsequent change in such designation.

(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.

Id. art. 54. Thus, member states’ courts agree to “recognize” ICSID awards “as binding” and

to “enforce the pecuniary obligations imposed by the award....” Id.; see also Mobil, 863 F.3d at

101-102.

In member states with a federal constitution, like the United States, ICSID awards

may be enforced in a federal court, and the Convention expressly allows such courts to “treat

the award as if it were a final judgment of the courts of a constituent state.” Id.

The Second Circuit described the limited role of the courts in enforcing ICSID awards:

Member states’ courts are thus not permitted to examine an ICSID award's merits,

its compliance with international law, or the ICSID tribunal's jurisdiction to

render the award; under the Convention's terms, they may do no more than

examine the judgment's authenticity and enforce the obligations imposed by the

award. Thus, the Convention reflects an expectation that the courts of a member

nation will treat the award as final.

Mobil, 863 F.3d at 102 (citing Christopher H. Schreuer, et al., The ICSID Convention: A

Commentary 1270 (2d ed. 2009) at 1139-41 (describing principle of finality of awards and

reporting that principle was the subject of “extensive discussion”).

B. The ICSID Enabling Statute: Title 22, United States Code, Section 1650a

The ICSID is not self-executing. Therefore, when the United States ratified the ICSID

Convention in 1966, it adopted legislation to implement its provisions. 22 U.S.C. § 1650a.

Section 1650a provides:

An award of an arbitral tribunal rendered pursuant to chapter IV of the convention

shall create a right arising under a treaty of the United States. The pecuniary

obligations imposed by such an award 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.

22 U.S.C. § 1650a(a). Under Section 1650a(b), "(t)he district courts of the United States . . .

shall have exclusive jurisdiction over actions and proceedings under subsection (a) of this

section, regardless of the amount in controversy." 22 U.S.C. 1650a(b). In Mobil, supra, the

Second Circuit engaged in a thorough analysis of the ICSID and its enabling statute in the

context of determining the type of proceeding that must be brought to enforce awards in

United States Courts.1 The Second Circuit described the ICSID enforcement action as

“plenary” or “summary” and not a proceeding “in which the court must entertain all manner

of substantive defenses, or even defenses cognizable under the Federal Arbitration Act. Id. at

117. The Second Circuit further explained the nature of the litigation on actions to enforce

ICSID awards as follows:

Used in this context, the word “plenary” signals merely the need for commencing

an action under Federal Rule of Civil Procedure 3, service of the complaint in

compliance with Rule 4 [], and the opportunity for the defendant [] to appear and

file responsive pleadings. To initiate such an action, an ICSID award-creditor may

file a complaint in district court, detailing the terms of the award, establishing

proper venue, and furnishing a certified copy of the award. After the complaint is

filed and service effected, the award-creditor may file a motion for judgment on

the pleadings, for instance, or a motion for summary judgment. The ICSID award-

debtor would be a party to the action and would be able to challenge the United

States court’s jurisdiction to enforce the award – for instance, on venue grounds –

but would not be permitted to make substantive challenges to the award.

Id. at 117-118.

At bottom, the Court’s role in actions brought pursuant to Section 1650a to enforce

ICSID awards is very limited. This Court will not examine the award's merits, its compliance

with international law, or the ICSID tribunal's jurisdiction to render the award. However,

although the Court’s role in enforcing an ICSID arbitral award is exceptionally limited, the

Court is more than a “rubber stamp.” Id. at 112; see also Teco Guat. Holdings, LLC v. Republic of

Guatemala, 414 F. Supp. 3d 94, 101 (D.D.C. 2019) (citing Micula v. Gov’t of Rom., 104 F. Supp.

3d 42, 50-51 (D.D.C. 2015)). The Court must ensure that it has subject-matter and personal

1 In the Mobil case, the Second Circuit addressed enforcement of an award entered against a

foreign sovereign, as opposed to the instant case in which the award was entered against an

individual and in favor of a foreign sovereign. After a thorough analysis of the ICSID and

proceedings to enforce ICSID awards, the court held that actions to enforce such awards

against a foreign sovereign, while governed by Section 1650a, are subject to the procedural

requirements of the Foreign Sovereign Immunities Act regarding jurisdiction and venue. Id.

at 116. That is not the case here.

jurisdiction, must ensure that the award is authentic, and must ensure that its enforcement

order is consistent with the award. Id. (internal citations omitted).

Thus, the Court now considers each of these issues under the circumstances presented

in the instant case.

II. FACTUAL AND PROCEDURAL BACKGROUND

A. The Arbitration And Award.

Petitioner, the Oriental Republic of Uruguay, brought this action on December 6,

2021, to confirm and enforce a final arbitration award issued on March 22, 2019 (the

“Award”) in its favor and against Respondent, Italba. [ECF No. 1 at ¶ 1]. The Award was

rendered in Italba Corporation v. Oriental Republic of Uruguay, ICSID Case No. ARB/16/9 (the

“Arbitration”), following an arbitration submitted by Italba to the ICSID under the Treaty

Between the United States of America and the Oriental Republic of Uruguay Concerning the

Encouragement and Reciprocal Protection of Investment (the “Treaty”). Id. at ¶ 2. In a

lengthy, detailed written Award and decision, the Tribunal determined that it lacked

jurisdiction to settle the dispute. Id. The Tribunal also addressed both parties’ claims of

entitlement to an award of the costs of the proceedings and to interest on any costs awarded.

Id. at 81-83.

Ultimately, the Award ordered Italba to pay Uruguay “the entirety of the costs of this

arbitration, including the fees and expenses of the Tribunal, ICSID’s administrative fees and

direct expenses, as well as Uruguay’s legal and expert fees and expenses incurred in

connection with this arbitration, assessed in the amount of USD 5,885,344.17.” [ECF Nos. 1

at ¶ 3; 1-1 at Ex. A ¶ 300(d)]. As Uruguay was the respondent in the underlying arbitration

proceeding and did not assert a counterclaim, the Award consists entirely of costs and is not

a claims-based damages award. The Award also addressed Uruguay’s claim for interest on

costs awarded to it and expressly denied that request. Id. ¶ 299.

Shortly after the Award was rendered, Italba submitted an Application for Annulment

of the Award to the ICSID as provided in the ICSID’s procedures for challenging awards (the

“Annulment Application”). See Order of the Ad Hoc Committee Taking Note of the

Discontinuance of the Proceeding (the “Ad Hoc Order”) [ECF 1-1 at Ex. D ¶ 1]. The

Secretary-General of the ICSID registered the Annulment Application and issued a Notice of

Registration to the parties, which informed the parties that enforcement of the Award was

provisionally stayed pursuant to Rule 54(2) of the ICSID Rules of Procedure for Arbitration

Proceedings Id. at Ex. D ¶ 2. However, the annulment proceedings were later discontinued

due to Italba’s nonpayment of the cost advance, and the provisional stay was expressly

terminated by the ICSID on June 16, 2020. Id. ¶¶ 4, 17-25.

B. Uruguay’s Petition.

Uruguay now comes before this Court alleging that Italba has not satisfied its

obligations under the Award, namely payment of the judgment and related interest and

expenses. Accordingly, Uruguay filed the Petition on December 6, 2021, asking this Court to

confirm, recognize, and enforce the Award by ordering Italba to pay the Award’s full value,

plus prejudgment interest and post-judgment interest pursuant to 28 U.S.C. § 1961, as well as

the costs of this proceeding. [ECF No. 1 at ¶ 5].

Per the requirements of the ICSID, Uruguay attached to the Petition certified copies

of the Award and the Ad Hoc Order. [ECF 1-1 at Exs. A and D]. The inclusion of these

documents as exhibits is noted in the Petition at footnote 1. [ECF. No. 1 at n.1]. Both

documents include cover pages confirming they are certified copies certified by the Acting

Secretary-General of the ICSID. [ECF 1-1 at Exs. A and D].

C. Italba’s Answer To The Petition.

Italba filed an Answer to the Petition on January 10, 2022. [ECF. No. 10]. In its

Answer, Italba admits the Award and that the Award is attached to the Petition: “Italba

admits only that the Petition purports to state a claim to confirm and enforce the ‘Award’

(defined in and attached to the Petition as Exhibit 1-A).” Id. ¶ 1. Italba also admits the Order

of the Ad Hoc Committee, pursuant to which its annulment proceedings were terminated and

the Award became final: “Italba admits only that it submitted the Annulment Application,

and the Order of the Ad Hoc Committee attached to the Petition as Exhibit 1-D speaks for

itself.” Id. ¶ 28. And, Italba admits that it has not paid the Award. Id. ¶ 5. Italba also admits

that the Court has subject matter jurisdiction over the matters alleged, that this Court has

personal jurisdiction over it, and that venue is proper. Id. ¶¶ 8-10.

In its Answer, Italba does not deny the Award or its authenticity nor this Court’s

jurisdiction to enforce it. Throughout the Answer, Italba repeatedly avers that the Award and

applicable laws and treaties “speak for themselves.” Other than general, non-specific denials

throughout the Answer, Italba only specifically denies Uruguay’s request for relief: “Italba

denies the relief requested by Uruguay, including, specifically, but without limitation, its

claim for prejudgment interest and costs.” Id. ¶ 50.

Finally, in its Answer, Italba inserts allegations that its witnesses were prevented from

testifying in the arbitration and that it was prevented from obtaining evidence needed for the

arbitration. Id. ¶¶ 22-23. Italba does not assert any affirmative defenses or counterclaims.

Uruguay filed the Motion for Judgment on the Pleadings now before this Court on

February 25, 2022. [ECF No. 15.] The Motion is fully briefed and ripe.

D. The Motion For Judgment On The Pleadings And The Response And Reply Thereto.

In its Motion, Uruguay argues that it is entitled to judgment as a matter of law pursuant

to Section 1650a(a) because the Award is final, Italba admits that it has not satisfied its

obligations under the Award, and Italba does not deny the material facts in the Petition. [ECF

No. 15]. Therefore, Uruguay urges the Court that entry of final judgment confirming and

enforcing the Award is required. Id

In its Response to the Motion, Italba argues that Uruguay is not entitled to judgment

on the pleadings because Italba did not admit all of Uruguay’s factual allegations. [ECF No.

18 at 3]. Therefore, in Italba’s view, material facts remain in dispute. Id. According to its

Response, “[O]ther than admitting that this Court has jurisdiction over this action and that

venue is proper, Italba’s admissions are almost exclusively limited to admitting only that

referenced documents and a referenced United States Code Section speak for themselves.” Id.

(emphasis supplied). Moreover, Italba argues that it has not admitted that the Award attached

as an exhibit to the Petition is an “authentic and properly certified copy entitled to recordation

and recognition by this Court.” Id. at 3-4.

Thus, in its Response, Italba suggests that the certifications by the Acting Secretary

General of the ICSID attached to the Petition may be improper. Id. However, Italba provided

no authority in the Response indicating what about the certifications or the documents are

not authentic or proper or what else is required to confirm authenticity. The Court notes that,

although Italba states in its Response to the Motion that it did not admit the Award or its

authenticity, it did not deny that they are authentic in its Answer.

Finally, Italba argues in the Response that judgment on the pleadings is precluded

because Italba denied that Uruguay is entitled to prejudgment interest, post-judgment interest

pursuant to 28 U.S.C. § 1961, and costs. Id. at 4-5.

In its Reply, Uruguay argues that Italba has not expressly denied nor even challenged

the authenticity of the certified documents attached to the Petition in the Answer and that

Italba’s averments in the Answer stating, for example, that documents speak for themselves

or that allegations are legal conclusions, are improper under the Federal Rules of Civil

Procedure. [ECF No. 20 at 2]. Uruguay also points out that Italba’s challenges to the relief

requested by Uruguay are legal issues that do not preclude entry of judgment on the pleadings.

Id. at 4.

E. Italba’s Response To The Court’s Order To Show Cause And The Parties’ Stipulation.

After review of the parties’ memoranda regarding the Motion, this Court issued an

Order to Show Cause to Italba regarding Italba’s argument that the certified copy of the

Award attached to the Petition is not authentic. [ECF No. 23]. Italba responded to the Order

to Show Cause that the document attached to the Petition lacks the stamp of the ICSID seal

typically affixed to such documents and other hallmarks of certification, raising a good faith

question regarding whether Petitioner provided a properly authenticated copy of the Award

as required by Article 54 of the Convention. [ECF No. 24]. Shortly thereafter, and two days

before the hearing on the Motion, the parties filed a Stipulation indicating that Italba no

longer disputes the authenticity of the Award attached to the Petition. [ECF No. 28]. The

parties also stipulate that the Court may treat the Motion as a motion for summary judgment

so that it may consider the documents submitted by Italba regarding the authenticity of the

Award attached to the Petition. Id. The Stipulation does not resolve the issue of entitlement

to post-Award prejudgment interest and costs. See id. ¶ 4.

F. The Hearing

On May 27, 2022, the parties appeared, through counsel, before the Court to present

additional argument regarding the Motion. During the hearing, Italba confirmed that it has

withdrawn its objections regarding the authenticity of the Award attached to the Petition. The

parties also confirmed that there is no dispute regarding entitlement to post-judgment interest

pursuant to Title 28, United States Code Section 1961(a), or regarding entitlement to an award

of costs to the prevailing party pursuant to Federal Rule of Civil Procedure 54(d).

Thus, as the parties confirmed at the hearing, the only issue remaining for

determination is whether Uruguay is entitled to post-Award/prejudgment interest on the

Award and, if so, at what rate.

III. LEGAL STANDARD GOVERNING MOTIONS FOR JUDGMENT ON

THE PLEADINGS

Federal Rule of Civil Procedure 12(c) governs motions for judgment on the pleadings

and provides: “After the pleadings are closed — but early enough not to delay trial — a party

may move for judgment on the pleadings.” Fed. R. Civ. P. 12(c) (alterations added).

Judgment on the pleadings is appropriate where there are no material facts in dispute and the

moving party is entitled to judgment as a matter of law. Perez v. Wells Fargo N.A., 774 F.3d

1329, 1335 (11th Cir. 2014). When a plaintiff moves for judgment on the pleadings, the court

must consider the defendant's answer and treat any factual allegations denied by the defendant

as false. See Beal v. Mo. Pac. R.R. Co., 312 U.S. 45, 51 (1941) (explaining that, when motion

for judgment on the pleadings is made on plaintiff’s behalf, the “denials and allegations of the

answer which are well pleaded must be taken as true”); see also Perez, 774 F.3d at 1335 (“In

determining whether a party is entitled to judgment on the pleadings, [courts] accept as true

all material facts alleged in the non-moving party's pleading, and [] view those facts in the

light most favorable to the non-moving party.”)

“Judgment on the pleadings is appropriate only when a party ‘fails to offer any

pertinent defense,’ not when one defense out of many is challenged.” Pete Vicari Gen.

Contractor LLC v. Ohio Cas. Ins. Co., No. 17-23733-CIV, 2018 WL 6308695, at *1 (S.D. Fla.

Sept. 27, 2018) (quoting Vann v. Inst. of Nuclear Power Operations, Inc., No. 1:09-cv-1169-CC-

LTW, 2010 WL 11601718, at *2 (N.D. Ga. July 15, 2010)). Indeed, “federal courts are

unwilling to grant a judgment under Rule 12(c) unless it is clear that the merits of the

controversy can be fairly and fully decided in this summary manner.” Id. (internal quotation

marks omitted).

In rendering judgment, a court may consider the substance of the pleadings and any

judicially noticed facts. Cunningham v. Dist. Attorney's Office for Escambia Cty., 592 F.3d 1237,

1255 (11th Cir. 2010). “A court may consider documents attached to the complaint or

incorporated by reference without converting the motion into a motion for summary

judgment if the documents are: (1) central to the complaint, and (2) the documents’

authenticity is not in dispute.” Eisenberg v. City of Miami Beach, 54 F. Supp. 3d 1312, 1319

(S.D. Fla. 2014) (citing Day v. Taylor, 400 F.3d 1272, 1275-76 (11th Cir. 2005)).

IV. DISCUSSION

The Court now turns to Uruguay’s Motion for Judgment on the Pleadings to enforce

the Award at issue. In considering the Motion, the Court accepts the well-pled denials and

allegations in the Answer as true and accepts the allegations in the Petition as true unless

denied by Italba in the Answer. And the Court views all facts alleged in the pleadings in the

light most favorable to Italba, the non-moving party.

A. The Court’s Role Is Limited.

This Court agrees with the Second Circuit (and all others that have addressed the issue)

that the action to enforce the ICSID Award is plenary and that judgment on the pleadings is

an appropriate method for effectuating the goals of the Convention and the enabling statute.

Therefore, this Court will not examine the Award's merits, its compliance with international

law, or the ICSID tribunal's jurisdiction to render the award. This Court’s role in enforcing

the ICSID Award is limited to ensuring that it has subject-matter and personal jurisdiction

and venue, ensuring that the Award is authentic, and ensuring that its enforcement order is

consistent with the Award.

B. There Are No Issues That Preclude Entry Of Judgment On The Pleadings.

1. Jurisdiction And Venue Are Not At Issue.

Although jurisdiction and venue are typically the Court’s first consideration in these

matters, Italba has expressly admitted that there is subject matter jurisdiction, that the Court

may exercise personal jurisdiction over it, and that venue is proper. [ECF No. 10 at ¶¶ 8-10].

2. The Court Will Not Consider Challenges Based On The Merits Of The Award

Or The Arbitral Proceedings.

Although the Court views the allegations in the Answer as true for purposes of

deciding the Motion, this Court will not consider Italba’s allegations in the Answer regarding

whether it was denied access to witnesses or documents and the like [ECF No. 10 at ¶¶ 22-

23] because it is not within this Court’s purview to assess the merits of the Award or the

Arbitration. See Mobil, 863 F.3d at 102 The Court also notes that Italba did not raise any

challenge to judgment on the pleadings based on those allegations in its Response to the

Motion and that the parties’ Stipulation reflects that the parties agree that there are no longer

issues in dispute, other than entitlement to interest, as discussed below.

3. The Authenticity of The Award Is No Longer An Issue And Does Not Preclude

Entry Of Judgment On The Pleadings.

Article 54 of the ICSID Convention requires the award creditor, here Uruguay, to

furnish to the Court a copy of the Award certified by the Secretary General of the Convention.

Uruguay has complied with this requirement by attaching a certified copy of the Award to

the Petition. [ECF No. 1-1-A]. The Award attached to the Petition includes an attached cover

page that expressly certifies that the attached document is a true copy of the Award and is

signed by the Acting Secretary-General of the ICSID. Id. This satisfies the requirements of

the Convention. And, as discussed above, Italba has withdrawn its objections, raised in its

Response to the Motion, regarding the authenticity of the Award.

The parties have stipulated that the Court may treat Uruguay’s Motion for Judgment

on the Pleadings as a motion for summary judgment in order to consider documents

referenced by Italba upon which Italba decided to withdraw its objections regarding the

authenticity of the Award. However, given Italba’s withdrawal of its objections to the

authenticity of the Award, there is no dispute to be determined, and the Court need not

consider the extrinsic documents submitted by Italba. As noted above, Italba did not deny the

authenticity of the Award attached to the Petition in its Answer. And, the Court may consider

documents attached to a complaint without converting the motion to a motion for summary

judgment. See Eisenberg, 54 F. Supp. 3d at 319. Therefore, the Court can and will determine

the Motion as a motion for judgment on the pleadings and not as a motion for summary

judgment.

4. Entitlement To Interest And Costs Is A Legal Issue That Does Not Preclude

Entry Of Judgment On The Pleadings.

In its Response to the Motion, Italba also argued that judgment on the pleadings is

precluded because Italba disputes Uruguay’s entitlement to “pre-judgment interest, interest

pursuant to 28 U.S.C. § 1961, and costs of this proceeding.” [ECF No. 18 at 5]. Further, Italba

argues that, even if Uruguay was entitled to prejudgment interest, there is no allegation or

support for an appropriate interest rate or period of time for which interest would accrue. Id.

Because Italba specifically denied Uruguay’s entitlement to such relief in its Answer, Italba

argues that Uruguay’s allegations regarding said relief are not entitled to be taken as true when

deciding a motion for judgment on the pleadings. Id.

When a defendant moves for judgment on the pleadings, it “admits the plaintiff’s

factual allegations and impels the district court to reach a legal conclusion based on those

facts.” Dozier v. Pro. Found. for Health Care, Inc., 944 F.2d 814, 816 n.3 (11th Cir. 1991).

Conversely, then, when a plaintiff moves for judgment on the pleadings, the court must

consider the defendant's answer, and treat any factual allegations denied by the defendant as

false. See Beal, 312 U.S. at 51. Uruguay’s request for interest and costs, however, is not a

factual allegation, but, instead, presents a question of law which the Court may decide without

making factual findings. Thus, for purposes of Uruguay’s Motion for Judgment on the

Pleadings, this Court must disregard the parties’ averments on interest and costs and resolve

such legal issues itself. See Carbone v. Cable News Network, Inc. 910 F.3d 1345, 1350 (11th Cir.

2018) (legal standards applicable to Federal Rule of Civil Procedure 12(c) motions for

judgment on the pleadings and Rule 12(b)(6) motions to dismiss are the same); see also Ashcroft

v. Iqbal, 556 U.S. 662, 677-79 (2009) (court need not accept the non-moving party’s legal

conclusions as true, only its well-pleaded facts); Nat'l Sur. Corp. of New York v. Ellison, 88 F.2d

399, 403 (8th Cir. 1937) (denials in the answer regarding questions of law that present no

factual issues does not preclude judgment on the pleadings).

Pursuant to the ICSID’s enabling statute, courts shall give “the same full faith and

credit” to an ICSID award “as if it were a final judgment of a court of general jurisdiction of

one of the several States.” 22 U.S.C. § 1650a(a). Federal law provides for interest on “any

money judgment in a civil case recovered in a district court.” 28 U.S.C. § 1961(a). And the

applicable interest rate is also set by federal statute: “Such interest shall be calculated from the

date of the entry of the judgment, at a rate equal to the weekly average 1-year constant

maturity Treasury yield, as published by the Board of Governors of the Federal Reserve

System, for the calendar week preceding the date of the judgment.” Id.

Thus, the Court finds that entitlement to post-judgment interest is not an issue that

precludes judgment on the pleadings as it is purely a legal question determined by reference

to federal statutes. Indeed, during the hearing, Italba’s counsel agreed that post-judgment

interest and the applicable rate are provided by statute and are not matters they now dispute.

Likewise, a prevailing party’s entitlement to costs is also provided by federal law and

is not a factual issue that need be determined by the Court such that the question of

entitlement to costs does not preclude entry of judgment as a matter of law. See Fed. R. Civ.

P. 54(d)(1) (“Unless a federal statute, [the Federal Rules of Civil Procedure] or a court order

provides otherwise, costs – other than attorney’s fees – should be allowed to the prevailing

party.”).

The only issue, then, that requires this Court’s determination is entitlement to

prejudgment interest. While post-judgment interest in governed by statue, “awards of

prejudgment interest are equitable remedies” awarded at the district court's discretion and

“should normally be awarded when damages have been liquidated by an international arbitral

award.” Indus. Risk Insurers v. M.A.N. Gutehoffnungshutte GmbH, 141 F.3d 1434, 1446-47 (11th

Cir. 1998). However, the issue of entitlement to prejudgment interest was already decided by

the Tribunal, and it is not within this Court’s purview to revisit matters decided by the

Tribunal and set forth in the Award. See Mobil, 863 F.3d at 117-118. Here, the Award

specifically states that Uruguay’s request for interest on the costs Award (the only element of

the Award) was denied. [ECF No. 1-1 at ¶ 299]. Therefore, because this Court will not revisit

issues already decided by the Tribunal, the Court finds, as it is bound to do, that Uruguay is

not entitled to post-Award/prejudgment interest. And, as such, the Court need not resolve

the parties’ dispute regarding the appropriate rate of such interest.

V. CONCLUSION

For the reasons set forth above, the Court finds that judgment as a matter of law is

appropriate under the circumstances presented here, where Uruguay seeks enforcement of an

ICSID Arbitral Award, there are no issues regarding jurisdiction, venue, or the authenticity

of the Award, and the pleadings present no factual disputes requiring resolution by reference

to extrinsic evidence.

Accordingly, it is hereby

ORDERED and ADJUDGED that

1. Petitioner’s Motion for Judgment on the Pleadings [ECF No. 15] is GRANTED IN

PART and DENIED IN PART;

2. The pecuniary obligations in the Award in Italba Corporation v. Oriental Republic of Uruguay,

ICSID Case No. ARB/16/9 in favor of Petitioner, Oriental Republic of Uruguay, and

against Respondent, Italba Corporation, shall be RECOGNIZED and ENTERED as a

JUDGMENT by the Clerk of this Court in the same manner and with the same force and

effect as if the Award were a final judgment of this Court, as authorized by 22 U.S.C. §

1650a and Article 54 of the ICSID Convention;

3. In accordance with the pecuniary obligations contained in the Award, Italba Corporation

shall pay the Oriental Republic of Uruguay the amount of $5,885,344.17 plus post-

judgment interest, as provided in Title 28, United States Code, Section 1961, and costs as

provided in Federal Rule of Civil Procedure 54(d)(1);

4. Petitioner’s claim for prejudgment interest is DENIED; and

5. The Clerk of the Court is hereby directed to enter judgment in accordance with this Order,

deny all pending motions as moot, and close this case.

DONE AND ORDERED in Chambers at Miami, Florida this __7"_ day of June,

2022.

MELISSADAMIAN—s—

UNITED STATES MAGISTRATE JUDGE

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