# Oriental Republic of Uruguay v. Italba Corporation

> District Court, S.D. Florida · June 8, 2022

URL: https://www.frixlaw.com/law-library/cases/10120627

## Case

- **Court:** District Court, S.D. Florida
- **Decided:** June 8, 2022
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/10120627

## How later opinions describe it (automated extraction)

- 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”

## Opinion text

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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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10120627. Public record. Not legal advice.