Stabil LLC v. Russian Federation

United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued December 4, 2025 Decided February 13, 2026

No. 25-7005

STABIL LLC, ET AL.,

APPELLEES

v.

RUSSIAN FEDERATION,

APPELLANT

Appeal from the United States District Court

for the District of Columbia

(No. 1:22-cv-00983)

No. 25-7064

JSC DTEK KRYMENERGO,

APPELLEE

v.

RUSSIAN FEDERATION,

APPELLANT

Appeal from the United States District Court

for the District of Columbia

(No. 1:23-cv-03330)

2

Juan O. Perla argued the cause for appellant Russian

Federation. With him on the briefs were Joseph D. Pizzurro

and Kevin A. Meehan. Joseph Muschitiello and Sylvi Sareva

entered appearances.

Marney L. Cheek argued the cause for appellee JSC DTEK

Krymenergo in case No. 25-7064. With her on the brief were

Amanda Tuninetti, Jill Warnock, and Hannah Hummel.

James H. Boykin III argued the cause for appellee Stabil

LLC, et al. in case No. 25-7005. With him on the brief were

John M. Townsend, Eleanor Erney, Shayda Vance, Carter

Rosekrans, and Winthrop Jordan.

Before: CHILDS and PAN, Circuit Judges, and ROGERS,

Senior Circuit Judge.

Opinion for the Court filed by Circuit Judge CHILDS.

CHILDS, Circuit Judge: When Russia invaded Crimea in

2014, it did not arrive at an empty field. Ukrainian companies

were already there, embedded in the daily life of the peninsula.

Their businesses were lawful, visible, and stationary. Within

months, Russian and Crimean forces seized facilities,

transferred operations, and refused to provide compensation.

In the cases before us, two sets of Ukrainian companies were

affected (“Companies”). One is JSC DTEK Krymenergo

(“DTEK”), an electricity distributor, and the other is a group of

Ukrainian companies (“Investors”) that owned and operated

petrol stations across Crimea and lost those businesses.

The Companies turned to a bilateral investment treaty

between Russia and Ukraine—the Agreement Between the

Government of the Russian Federation and the Cabinet of

Ministers of Ukraine on the Encouragement and Mutual

Protection of Investments (“Investment Treaty”). The

3

Investment Treaty promised protection against uncompensated

expropriation and offered arbitration to resolve disputes arising

in connection with investments. The Companies, under that

agreement, sued Russia in arbitral tribunals. Those arbitral

tribunals concluded that Russia had breached the Investment

Treaty and awarded damages to the Companies. The

Companies thereafter sought to enforce these arbitral awards in

the United States District Court for the District of Columbia.

In those district court proceedings, Russia acknowledged

that the arbitrations occurred and that the tribunals issued the

awards. It disputed, however, the authority of the district court

to enforce them. In Russia’s view, the Foreign Sovereign

Immunities Act (“FSIA”) did not afford jurisdiction because

the Investment Treaty never covered investments in Crimea,

the resulting awards are political rather than commercial, and

the lack of minimum contacts with the United States bars the

exercise of personal jurisdiction.

The district court rejected those arguments. It held in both

cases that jurisdiction exists under the FSIA’s arbitration

exception and that personal jurisdiction follows once an FSIA

exception applies and service is proper. Russia now brings

these interlocutory appeals under the collateral order doctrine.

Our task is limited. We do not decide the sovereignty of

Crimea. We do not revisit the merits of the arbitral awards.

Instead, we decide whether the district court possessed

jurisdiction to hear these enforcement petitions under the FSIA,

and whether Russia—once the district court concluded that the

FSIA’s arbitration exception applied and service was proper—

may nonetheless invoke the Fifth Amendment’s Due Process

Clause to defeat personal jurisdiction.

Having reviewed the record and the parties’ briefs, we

affirm the district court’s judgments.

4

I

A

1

For more than a century and a half, the United States

treated foreign sovereigns as immune from suit in its courts.

That understanding begins with The Schooner Exchange v.

McFaddon, 11 U.S. 116 (1812). Chief Justice Marshall

recognized the breadth of territorial jurisdiction—“susceptible

of no limitation not imposed by itself”—but explained that the

United States had chosen not to exercise that power in certain

cases involving foreign sovereign acts. Id. at 136. The holding

was modest: a foreign warship in an American port lay beyond

judicial reach. But that reasoning traveled. Courts soon read

The Schooner Exchange opinion as endorsing near-absolute

immunity for foreign states. See Berizzi Bros. Co. v. The

Pesaro, 271 U.S. 562, 574 (1926) (reasoning that foreign

sovereign immunity applied to “all ships held and used by a

government for a public purpose”); see also Robert B. von

Mehren, The Foreign Sovereign Immunities Act of 1976, 17

Colum. J. Transnat’l L. 33, 39 (1978) (noting that The

Schooner Exchange “doctrine remained largely

unchallenged”).

The Schooner Exchange decision also anchored the

doctrine’s foundation. Sovereign immunity does not flow from

the Constitution; it rests on “grace and comity.” Verlinden B.V.

v. Cent. Bank of Nigeria, 461 U.S. 480, 486 (1983) (discussing

The Schooner Exchange). Because immunity reflects a choice,

not a constitutional command, courts historically deferred to

the political branches—especially the Executive—when

deciding whether to hear suits against foreign states and their

instrumentalities. See, e.g., Ex parte Republic of Peru, 318

U.S. 578, 586–87 (1943) (“The case involves the dignity and

5

rights of a friendly sovereign state, claims against which are

normally presented and settled in the course of the conduct of

foreign affairs by the President and by the Department of

State.”); Republic of Mexico v. Hoffman, 324 U.S. 30, 34

(1945) (reasoning that foreign sovereign immunity is “founded

upon the policy recognized both by the Department of State and

the courts that the national interests will be best served when

controversies growing out of the judicial seizure of vessels of

friendly foreign governments are adjusted through diplomatic

channels rather than by the compulsion of judicial

proceedings”). That deference tracked prevailing international

norms, which we later described as the “general concepts of

international practice.” In re Grand Jury Subpoena, 912 F.3d

623, 626 (D.C. Cir. 2019) (quoting Michael Wallace Gordon,

Foreign State Immunity in Commercial Transactions § 3.01

(1991)).

By 1952, the ground had shifted. Foreign states no longer

confined themselves to diplomacy and defense; they entered

markets and engaged in “commercial activity in the United

States.” Rubin v. Islamic Republic of Iran, 583 U.S. 202, 208

(2018). That reality, the State Department concluded, required

a system that allowed private parties “doing business with them

to have their rights determined in the courts.” Id. (quoting J.

Tate, Changed Policy Concerning the Granting of Sovereign

Immunity to Foreign Governments, 26 Dept. State Bull. 984,

985 (1952)). The State Department adopted this “‘restrictive’

theory of foreign sovereign immunity,” advising courts to grant

immunity for public acts but to withhold it in disputes arising

from a foreign state’s “strictly commercial acts.” Verlinden,

461 U.S. at 487.

Congress codified that approach in 1976. Through the

FSIA, it preserved the historical respect owed to foreign

sovereigns while insisting on accountability when they act as

6

market participants. See 28 U.S.C. § 1602 et seq. The statute

largely embraces the “restrictive theory of sovereign

immunity,” translating Executive practice into governing law.

Verlinden, 461 U.S. at 488.

2

These cases also implicate the Convention on the

Recognition and Enforcement of Foreign Arbitral Awards

(“New York Convention” or “Convention”), opened for

signature June 10, 1958, 21 U.S.T. 2517. Put simply, the

Convention is a multilateral treaty among sovereigns that

governs the “recognition and enforcement of arbitral awards

made in the territory of a State other than the State where the

recognition and enforcement of such awards are sought.” New

York Convention art. I(1). The United States is a signatory,

and it applies the Convention “on the basis of reciprocity,”

limiting enforcement to awards rendered in the territory of

“another Contracting State.” Id. art. I(3). Congress

implemented the Convention in Chapter 2 of the Federal

Arbitration Act (“FAA”). See 9 U.S.C. §§ 201–208.

When the United States ratified the Convention, it adopted

a commercial reservation. See New York Convention art. I(3)

(noting that the Convention only applies to legal relationships

that are “considered as commercial”); see also 9 U.S.C. § 202

(same). The FAA then makes two points clear. First, any

action “falling under the Convention” “arise[s] under the laws

and treaties of the United States.” 9 U.S.C. § 203. Second, the

Convention reaches only arbitral awards arising from a “legal

relationship, whether contractual or not,” that the law

“consider[s] as commercial.” Id. § 202.

7

B

These consolidated appeals before us trace back to a single

rupture, felt across different industries but anchored in the same

place and time. In 2014, Russia moved into Crimea, a region

internationally recognized as part of Ukraine. Within weeks,

Russia asserted control and began reorganizing Crimea’s

economy. Ukrainian-owned businesses operating there—some

supplying electricity, others fuel—were caught in the

transition. What followed were seizures, nationalizations, and

the effective transfer of private assets to Russian-controlled

entities.

The legal framework governing those events is

straightforward. In 1998, Russia and Ukraine executed the

Investment Treaty designed to encourage cross-border

investment. The Investment Treaty promised foreign investors

fair and equitable treatment, protection against uncompensated

expropriation, and access to arbitration for disputes arising in

connection with covered investments. It applies to investments

made by investors of one contracting party in the territory of

the other and contains a standing offer by each signatory state

to arbitrate qualifying disputes at the investor’s election—

either under the United Nations Commission on International

Trade Law (“UNCITRAL”) Rules or before designated arbitral

institutions. When Russia entered Crimea in February 2014, the

Investment Treaty remained in full force and effect.

At that time, Ukrainian companies had long operated

substantial businesses in Crimea. Their operations were

integrated into local markets and regulated under Ukrainian

law. Russia’s subsequent actions—formal annexation,

extension of Russian law, and measures to seize or nationalize

assets—were undertaken against that settled commercial

landscape. For the Companies, the change was swift and

8

decisive. Crimean and Russian forces seized control of the

Companies’ facilities and, by decree, transferred their assets

without compensation in one case.

DTEK’s operations exemplified that reality. It ran an

integrated electricity network serving hundreds of thousands of

customers across Ukraine, supported by generation-related

assets, transmission infrastructure, substations, equipment,

licenses, and contractual rights. These investments were

capital-intensive and immobile by design. The Investors’

businesses differed in form but not in permanence. They owned

and operated petrol stations throughout Crimea, relying on real

property, storage facilities, fuel inventories, vehicles, branding,

and local workforces.

Russia’s response to these entrenched operations was not

negotiation or compensation, but displacement. For DTEK,

that displacement came through legislative acts and physical

takeover. After Russia extended its law to Crimea, local

authorities adopted measures transferring ownership of

designated assets to the Republic of Crimea. DTEK’s property

was later added explicitly to the list. Uniformed personnel took

control of facilities and denied company managers access.

The Investors experienced a similar fate through a more

incremental process. Russian paramilitary forces seized petrol

stations and offices, sold fuel inventories, and displaced

management. Over time, Crimean authorities issued orders

nationalizing the remaining stations and transferring

operational rights to Russian state-owned entities. By 2016,

the Investors’ Crimean operations had been fully extinguished.

The Investment Treaty supplied the Companies’ response.

It promised arbitration as the means of enforcement when its

protections were breached. The Companies invoked that

mechanism. Their paths differed in timing and participation,

9

but their claims paralleled: Russia’s actions in Crimea

constituted unlawful expropriation and a breach of the

Investment Treaty.

The Investors moved first. In June 2015, they initiated

arbitration against Russia under the UNCITRAL Rules. Russia

declined to participate. The tribunal proceeded nonetheless,

addressing jurisdiction as a threshold matter and concluding

that the Investors qualified as protected investors, their assets

were covered investments, and the dispute fell within the

Investment Treaty’s arbitration clause.

Russia challenged that jurisdictional ruling in the Swiss

Federal Supreme Court. That court rejected the challenge. The

case returned to the tribunal, where it then proceeded to the

merits and, in April 2019, issued a final award concluding that

Russia had expropriated the Investors’ assets without

compensation and breached its Investment Treaty obligations.

The tribunal awarded more than $34 million in damages.

Russia’s subsequent effort to set aside the award in Swiss court

failed.

DTEK’s arbitration followed a later but similar course. In

February 2018, it commenced arbitration under the

UNCITRAL Rules. Russia initially refused to participate but

later entered the case and contested both jurisdiction and the

merits. Russia argued that Crimea was not Russian territory

and that the Investment Treaty therefore did not apply. The

tribunal rejected those arguments, concluding that Russia

exercised effective control over Crimea and that the Investment

Treaty’s territorial requirement was satisfied.

After full merits proceedings—including extensive

briefing and a week-long evidentiary hearing—the tribunal

issued its final award in November 2023. The tribunal

concluded that Russia had expropriated DTEK’s assets,

10

subjected it to discriminatory treatment, and failed to provide

compensation or due process. It awarded approximately $208

million in damages. Russia has applied to set aside DTEK’s

award in the Hague Court of Appeal, and those proceedings

remain pending.

Armed with final arbitral awards, the Companies turned to

the United States District Court for the District of Columbia.

Each filed a petition under the New York Convention, as

implemented by the FAA, seeking confirmation of its award

against the Russian Federation. The filings were separate and

assigned to different judges. But the posture was the same—a

foreign sovereign, an adverse arbitral award, and threshold

challenges to federal jurisdiction.

The Investors filed first, in April 2022. Russia moved to

dismiss, arguing that it remained immune under the FSIA, that

no valid agreement to arbitrate existed, and that exercising

personal jurisdiction would violate due process. The district

court rejected those arguments. It concluded that the Investors

had satisfied the FSIA’s arbitration exception and that personal

jurisdiction followed from subject-matter jurisdiction and

proper service. See Stabil LLC v. Russian Fed’n, No. 1:22-CV-

00983, 2024 WL 5093202, at *2–6 (D.D.C. Dec. 12, 2024).

Although the district court deferred confirmation, it squarely

held that it had jurisdiction to proceed. See id. at *6 (“Though

a stay is unwarranted, so too is immediate confirmation of the

award.”).

DTEK’s petition followed shortly after its final award

issued. Russia again moved to dismiss, advancing the same

jurisdictional theories. The district court rejected them. It held

that DTEK had made a prima facie showing under the FSIA’s

arbitration exception and that Russia’s arguments went to

arbitrability and the merits, not jurisdiction. See JSC DTEK

11

Krymenergo v. Russian Fed’n, No. 1:23-CV-03330, 2025 WL

1148347, at *4–6 (D.D.C. Apr. 17, 2025); see also id. at *4

(“DTEK Krymenergo has met its initial burden of production

by pointing to (1) the Ukraine-Russia BIT, (2) the arbitral

award issued under that BIT, and (3) the New York

Convention.”). The district court also denied Russia’s request

for a stay, explaining that parallel foreign proceedings did not

warrant delay under the New York Convention. Id. at *7.

By the end of those rulings, the posture of both cases was

clear. The district court, applying the same statutory

framework and precedent, concluded that it possessed

jurisdiction to adjudicate the Companies’ petitions. The merits

of enforcement remained unresolved. But the threshold

jurisdictional questions—pressed by Russia at every turn—had

been answered in the same way twice.

Invoking the collateral order doctrine, Russia seeks

interlocutory review of both jurisdictional holdings. The

appeals were docketed separately, briefed in parallel, and have

now been consolidated before us.

II

A

We begin, as we must, with our appellate jurisdiction.

Because Russia appeals the district court’s judgements under

the collateral order doctrine, we start there. This doctrine

supplies a narrow alternative path to “appellate jurisdiction.”

Citizens for Resp. & Ethics in Wash. v. U.S. Dep’t of Homeland

Sec., 532 F.3d 860, 864 (D.C. Cir. 2008) (citing Cohen v.

Beneficial Indus. Loan Corp., 337 U.S. 541 (1949)). It permits

interlocutory review “only to a ‘small class’ of decisions” that

conclusively resolve a disputed question, decide an important

issue wholly separate from the merits, and would be effectively

12

unreviewable after final judgment. Microsoft Corp. v. Baker,

582 U.S. 23, 29 n.3 (2017) (quoting Coopers & Lybrand v.

Livesay, 437 U.S. 463, 468 (1978)). The Supreme Court has

repeatedly warned that the doctrine’s scope is deliberately

modest, and it has rebuffed efforts to enlarge that “small class”

beyond its narrow and selective bounds. Will v. Hallock, 546

U.S. 345, 350 (2006); see also Digital Equip. Corp. v. Desktop

Direct, Inc., 511 U.S. 863, 868 (1994) (“[T]he narrow

exception should stay that way and never be allowed to

swallow the general rule that a party is entitled to a single

appeal, to be deferred until final judgment.” (citation

modified)).

Here, we exercise our appellate jurisdiction “under the

collateral order doctrine to review the denial of Russia’s claim

of sovereign immunity.” Hulley Enters. Ltd. v. Russian Fed’n,

149 F.4th 682, 687 (D.C. Cir. 2025) (citation omitted). That

conclusion follows from first principles. Sovereign immunity

is not a defense to be weighed after the fact; it is an immunity

from suit itself. And once a sovereign is required to litigate,

the immunity—like the quiet it protects—is already lost. See

Bolivarian Republic of Venezuela v. Helmerich & Payne Int’l

Drilling Co., 581 U.S. 170, 174 (2017) (explaining that foreign

sovereign immunity’s “basic objective” is “to free a foreign

sovereign from suit” (citation omitted)).

When we take up a denial of immunity under the FSIA

through the collateral-order doctrine, as we do here, our review

does not necessarily stop there. We may also consider a foreign

sovereign’s challenge to personal jurisdiction under our

pendent appellate jurisdiction, and we do so here. See, e.g.,

Jungquist v. Sheikh Sultan Bin Khalifa Al Nahyan, 115 F.3d

1020, 1027 (D.C. Cir. 1997) (addressing a personal jurisdiction

challenge vis-à-vis pendant appellate jurisdiction); Helmerich

13

& Payne Int’l Drilling Co. v. Venezuela, 153 F.4th 1316, 1325

(D.C. Cir. 2025) (same).

B

Our standard of review proceeds on settled ground.

Whether an exception to sovereign immunity applies under the

FSIA is a legal question, and we review it “de novo.”

Zhongshan Fucheng Indus. Inv. Co. v. Fed. Republic of Nigeria

(Zhongshan), 112 F.4th 1054, 1061 (D.C. Cir. 2024). The

same is true of the threshold questions that frame the arbitration

exception: whether a qualifying arbitration agreement exists

under 28 U.S.C. § 1605(a)(6), and whether a treaty potentially

governs enforcement of the award. Those determinations, too,

are reviewed “de novo.” NextEra Energy Glob. Holdings B.V.

v. Kingdom of Spain (NextEra), 112 F.4th 1088, 1099 (D.C.

Cir. 2024). And because personal jurisdiction under the FSIA

presents a legal question once the relevant facts are set, we

likewise review that question “de novo.” Saint-Gobain

Performance Plastics Eur. v. Bolivarian Republic of

Venezuela, 23 F.4th 1036, 1040 (D.C. Cir. 2022).

Any factual findings that bear on jurisdiction are reviewed

for what they are—facts—and we disturb them only for “clear

error.” Jungquist, 115 F.3d at 1028 (citing Herbert v. Nat’l

Acad. of Scis., 974 F.2d 192, 197 (D.C. Cir. 1992)).

III

Russia presses several arguments on appeal. It contends

that the district court erred in denying immunity under the

FSIA and in concluding that personal jurisdiction exists given,

in its view, the protections of the Due Process Clause. We

disagree. Properly understood, neither of Russia’s contentions

undermines the district court’s subject-matter and personal

jurisdiction.

14

A

The FSIA begins from a simple premise that foreign states

are immune from suit in American courts. But that premise is

not absolute. The Act sets out a series of carefully drawn

exceptions, and when one applies, foreign sovereign immunity

falls away. See LLC SPC Stileks v. Republic of Moldova

(Stileks), 985 F.3d 871, 877 (D.C. Cir. 2021) (explaining that

foreign states are “generally immune” under the FSIA, but that

the Act “also established various exceptions” (citing 28 U.S.C.

§§ 1604, 1605)); see also Permanent Mission of India to the

United Nations v. City of New York, 551 U.S. 193, 197 (2007)

(“Under the FSIA, a foreign state is presumptively immune

from suit unless a specific exception applies.” (citing 28 U.S.C.

§ 1604; Saudi Arabia v. Nelson, 507 U.S. 349, 355 (1993))).

Those exceptions are not supplemental; they are exclusive.

They provide the “sole basis for obtaining” subject-matter

jurisdiction over a foreign state “in our courts.” Argentine

Republic. v. Amerada Hess Shipping Corp., 488 U.S. 428, 434

(1989). Russia invokes foreign sovereign immunity here. The

Companies, for their part, seek enforcement of their respective

arbitral awards under the FSIA’s arbitration exception. The

question before us is whether the Companies satisfy that

exception.

In addressing this issue, the governing framework is well

settled. In NextEra, we explained that the FSIA arbitration

exception, 28 U.S.C. § 1605(a)(6), requires three jurisdictional

facts: “(1) an arbitration agreement, (2) an arbitration award,

and (3) a treaty potentially governing award enforcement.” 112

F.4th at 1100. We “must independently confirm” each of those

facts. Hulley, 149 F.4th at 687 (citation omitted). Once they

are confirmed, the FSIA’s arbitration exception is satisfied;

questions about the reach, application, or merits of a treaty-

based arbitration clause do not enter our jurisdictional inquiry.

15

See NextEra, 112 F.4th at 1101. The Companies bear the

“initial burden” of establishing these jurisdictional facts.

Chevron Corp. v. Ecuador, 795 F.3d 200, 204 (D.C. Cir. 2015).

And they have carried that burden.

B

We first address whether the Companies have shown the

existence of an arbitration agreement. They have done so in

the usual way by “producing the [Investment Treaty] and the

notice of arbitration.” Chevron, 795 F.3d at 205. Doing so is

ordinarily enough. Russia nevertheless resists that conclusion.

It argues that the Companies did not make investments in

Russian territory because they invested in Crimea, which

Russia insists remained part of Ukraine at the time. In Russia’s

view, the Investment Treaty’s arbitration clause never extended

to the Companies’ investments, and Russia’s subsequent

control over Crimea did not transform them into covered ones

under the treaty.

That argument is flawed. At bottom, Russia does not deny

that the Investment Treaty exists or that it contains an

agreement to arbitrate. In essence, Russia invokes a familiar

but unavailing contention that the Investment Treaty “does not

prove that it agreed to arbitrate this particular dispute,” but

only that it agreed “to arbitrate certain disputes” with Ukrainian

investors. Stileks, 985 F.3d at 878. Our precedent forecloses

that argument.

As we recently explained, “questions about whether an

arbitration agreement covers a particular investment pertain to

the scope of the agreement and are not jurisdictional.” Hulley,

149 F.4th at 689 (citation omitted); see also NextEra, 112 F.4th

at 1101 (“[D]isputes about the scope of an arbitration

agreement, such as whether a binding arbitration agreement

covers a particular dispute, are not jurisdictional questions

16

under the FSIA.” (citation modified)). Russia’s argument

therefore fails because it turns on whether the Companies’

investments fall within the scope of the Investment Treaty—

not on whether an agreement to arbitrate exists at all.

The point is reinforced by how the FSIA’s arbitration

exception operates. It requires only that the arbitral tribunal

“purported to make an award pursuant to the [Investment

Treaty], not that it in fact did so.” NextEra, 112 F.4th at 1104.

Here, the tribunals concluded that the Investment Treaty

supplied jurisdiction and held Russia liable for breaching it.

That should end our jurisdictional inquiry. Russia nonetheless

turns to first principles of contract law, and its asserted

intentions when it signed the Investment Treaty, urging that no

applicable arbitration agreement exists. That effort fares no

better.

By pressing these arguments, Russia collapses two

questions that our caselaw keeps distinct. One asks whether a

dispute is arbitrable under the Investment Treaty. The other

asks whether an arbitration agreement exists for purposes of the

FSIA. The first goes to the scope and merits of the agreement;

the second to jurisdiction. They are not the same and treating

them as such does not make them so.

Russia’s silence makes that point. It does not deny that it

consented to arbitrate investment disputes in the Investment

Treaty. It does not dispute that the treaty was in force at the

relevant time. It does not claim that the agreement to arbitrate

is void. Strip those points away, and nothing jurisdictional

remains. What is left is a merits defense—one dressed up as a

challenge to the court’s jurisdiction to hear the case.

Russia’s reframing does not cure the defect. It next insists

that it never intended to agree to arbitrate for the benefit of

particular investors—Ukrainian investors operating in Crimea.

17

But that contention merely repackages the same mistake. It

again confuses who ultimately prevails under the Investment

Treaty with whether an agreement to arbitrate exists at all. We

have rejected this maneuver before, and repeatedly.

For example, in NextEra, Spain argued that the “standing

offer to arbitrate contained in Article 26 of the ECT does not

extend to EU nationals like the companies,” but instead reaches

only investors from non-EU signatories. 112 F.4th at 1103.

We rejected that contention because it “regard[ed] the scope of

the Energy Charter Treaty, not its existence,” and thus went

only to “whether the ECT’s arbitration provision applies to

these disputes,” not to whether an agreement to arbitrate

existed in the first place. Id.

Russia, however, argues that NextEra stood for the

proposition that a party relying on an investment treaty to

establish the existence of a relevant arbitration agreement

under the FSIA must demonstrate that it belongs to the “class

of private investors,” 112 F.4th at 1102, that may invoke the

benefits of the treaty. Russia misreads that case.

There, we clarified that “[w]hen a sovereign makes ‘an

agreement . . . to submit to arbitration’ by entering an

investment treaty with other sovereigns ‘for the benefit of’ a

class of private investors, it is the treaty that manifests the

sovereign’s consent to arbitrate.” Id. at 1102 (quoting 28

U.S.C. § 1605(a)(6)). In doing so, we “look[ed] to the

investment treaty itself to identify the scope of the sovereign’s

consent and the relevant agreement for purposes of the FSIA’s

arbitration exception.” Id. (emphasis added). And while “a

sovereign’s consent to arbitration is important,” “sovereigns

can condition their consent to arbitrate by writing various terms

into their bilateral investment treaties.” BG Grp., PLC v.

Republic of Argentina, 572 U.S. 25, 43 (2014).

18

In addressing whether Spain consented to arbitration, we

held that “[t]he investment treaty offer[ed] powerful reasons to

conclude that the standing offer to arbitrate contained in the

ECT’s arbitration provision extends to EU nationals.”

NextEra, 112 F.4th at 1102. That was because “[t]he clear

terms of the ECT’s arbitration provision cover disputes

between a Contracting Party and an investor of another

Contracting Party.” Id. (citation modified). And in short order,

we concluded that Spain was clearly a “Contracting Party” and

the companies were “undeniably Investor[s] of another

Contracting Party,” because those companies were “organized

in accordance with the law applicable in the Netherlands or

Luxembourg.” Id. (internal quotation marks omitted).

Here, the Investment Treaty leaves little room for doubt.

It covers “[a]ny dispute between one Contracting Party and an

investor of the other Contracting Party arising in connection

with investments.” No. 25-7064, J.A. 236. Russia is

indisputably a “Contracting Party.” Id. And the Companies are

“investor[s] of a Contracting Party,” because they are “legal

entit[ies] constituted in accordance with the legislation in force

in [Ukraine].” No. 25-7064, J.A. 233; see also 25-7064, J.A.

376 (noting that DTEK is “a Ukrainian energy supplier”); 25-

7064, J.A. 383 (observing that Russia refers to DTEK as “a

Ukrainian entity”); 25-7005, J.A. 183 (explaining, in the Notice

of Arbitration, that the Investors are “eleven companies

organized under the laws of Ukraine”). On that much, the

Investment Treaty’s text—and the record—are clear.

Russia’s objection begins only with the definition’s second

clause, which requires that the “legal entity” be “competent” to

make investments “in the territory of the other Contracting

Party.” No. 25-7064, J.A. 233. But even there, Russia does

not argue that the Companies would generally fall outside the

Investment Treaty’s definition of an investor. It instead

19

advances a narrower contention that because the Companies’

investments were in Crimea, the Investment Treaty’s

arbitration clause does not apply here.

As mentioned, that argument reprises a familiar refrain.

As in NextEra, “[i]t does not matter why the [Investment

Treaty] may not apply to the dispute.” 112 F.4th at 1104

(citation modified). The reason is decisive that “[w]hether the

[Investment Treaty] applies to [a] dispute is not a jurisdictional

question under the FSIA.” Id. at 1103 (citation modified).

Questions about territorial reach and treaty coverage go to the

scope of the agreement—to arbitrability—not to the existence

of consent. For jurisdictional purposes, that is the end of the

matter. The Companies therefore “showed [Russia]’s

agreement to arbitrate” within the meaning of the FSIA by

“produc[ing] copies of the [Investment Treaty].” Id. (quoting

Stileks, 985 F.3d at 877). NextEra aside, we have rejected in

other cases similar arguments to Russia’s.

Hulley, for instance, followed the same path. There,

Russia pointed to treaty language “provid[ing] for settlement

of disputes between a Contracting Party and an Investor of

another Contracting Party,” and argued that the claimants—

though formally organized abroad—were controlled by

Russian nationals and therefore not investors “of another

Contracting Party.” Hulley, 149 F.4th at 690 (internal

quotation marks omitted). We rejected that argument as well,

holding that “[o]ur decision in NextEra squarely foreclose[d]

Russia’s argument.” Id.

So too in Chevron. Ecuador insisted that if Chevron’s

claims fell outside the treaty, “then Ecuador never agreed to

arbitrate with Chevron,” and the district court therefore lacked

subject-matter jurisdiction. Chevron, 795 F.3d at 205. All that

the FSIA requires of the petitioner for jurisdictional purposes

20

is a prima facie showing of the existence of an agreement to

arbitrate, which the foreign sovereign then must rebut. Id.

Ecuador’s only response was that it did not agree to arbitrate

this agreement, not that no agreement to arbitrate existed at all.

Id. We declined that invitation. The argument failed because

it mistook a question of scope for a defect of jurisdiction.

Stileks drove the point home. There, Moldova argued that

the Energy Charter Treaty did not give the arbitral tribunal

jurisdiction over the dispute and that “the resulting award was

not ‘made pursuant to such an agreement to arbitrate.’” Stileks,

985 F.3d at 877 (quoting 28 U.S.C. § 1605(a)(6)). It elaborated

that although the treaty “may establish that Moldova agreed to

arbitrate certain disputes,” it did not agree “to arbitrate this

particular dispute.” Id. at 878. We answered directly that “the

arbitrability of a dispute is not a jurisdictional question under

the FSIA.” Id. (citation omitted). From that premise followed

the conclusion we have repeated many times since—“[t]he

FSIA’s arbitration exception therefore applies,” rejecting

Moldova’s immunity claim. Id.

Just as we did in those cases, we reject Russia’s argument

here because it goes to the scope of the arbitration agreement

and not its existence. Again, Russia does not dispute that it has

entered into an arbitration agreement by signing the Investment

Treaty with Ukraine. It only disputes that the Investment

Treaty does not apply to the Companies’ investments. That is

a textbook defense against the arbitrability of these disputes,

not the existence of the agreement.

For these reasons, we hold that the Companies have

satisfied the first element of the FSIA’s arbitration exception.

21

C

There is no genuine dispute whether the arbitral tribunals

issued arbitral awards—the second element of FSIA’s

arbitration exception. The record confirms that awards were

issued, and Russia does not contend otherwise. Still, because

the inquiry is jurisdictional, we do not proceed on these

concessions alone. As discussed above, we “must

independently confirm,” Hulley, 149 F.4th at 687 (citations

omitted), whether the tribunals issued arbitral awards.

In DTEK’s arbitration proceeding, the tribunal awarded

DTEK roughly $208 million. And in the Investors’ arbitration

proceeding, the respective tribunal awarded them more than

$34 million in damages. Those awards settle the issue. See id.

at 688 n.3 (holding that the second element of the FSIA’s

arbitration exception was satisfied because “[t]he [t]ribunal

awarded the [s]hareholders $50 billion in damages” (citation

omitted)). Thus, we hold that the Companies have satisfied the

second element of the FSIA’s arbitration exception.

D

With the first two elements of the FSIA arbitration

exception established, we address whether the New York

Convention potentially governs the awards. Russia says no. In

its view, the awards are political awards and falls outside the

Convention’s ambit, relying on Island Territory of Curacao v.

Solitron Devices, Inc., 356 F. Supp. 1, 13 (S.D.N.Y. 1973),

aff‘d, 489 F.2d 1313 (2d Cir. 1974). Russia insists that the

awards would not exist but for the tribunals’ conclusion that

Crimea is Russian territory—a determination Russia

characterizes as geopolitical rather than commercial. We

disagree.

22

Russia’s argument stumbles out the gate. It asserts that, to

invoke the FSIA’s arbitration exception, the award must in fact

be governed by a relevant treaty. But that is not what the statute

says. Section 1605(a)(6) provides that the arbitration exception

applies so long as “the agreement or award is or may be

governed by a treaty or other international agreement in force

for the United States calling for the recognition and

enforcement of arbitral awards.” 28 U.S.C. § 1605(a)(6)(B)

(emphasis added). Congress chose its words carefully. The

statute requires only the possibility of treaty governance, not

certainty. Put differently, the question is not whether the New

York Convention ultimately controls the award, but whether it

plausibly could. Potential coverage suffices. And so, on this

point as well, Russia’s argument fails.

With that argument rejected, the proper question becomes

whether the New York Convention potentially governs the

awards in this case. On that question, our caselaw has long

been settled. “[T]he New York Convention ‘is exactly the sort

of treaty Congress intended to include in the arbitration

exception.’” Creighton Ltd. v. Gov’t of Qatar, 181 F.3d 118,

123–24 (D.C. Cir. 1999) (quoting Cargill Int’l S.A. v. M/T

Pavel Dybenko, 991 F.2d 1012, 1018 (2d Cir. 1993)). We have

said as much repeatedly, and without equivocation. See

Process & Indus. Devs. Ltd. v. Fed. Republic of Nigeria

(P&ID), 27 F.4th 771, 776 (D.C. Cir. 2022) (“We have

recognized that ‘the New York Convention is exactly the sort

of treaty Congress intended to include in the arbitration

exception.’” (quoting Creighton, 181 F.3d at 123–24)); Stileks,

985 F.3d at 877 n.3 (“Nor is there doubt that the New York

Convention, ratified by the United States, calls for the

enforcement of arbitral awards.” (citing Creighton, 181 F.3d at

123–24)).

23

That said, the Convention’s reach has limits. It applies

only where certain conditions are met. The Convention

requires that the arbitrated dispute “(1) arise out of a legal

relationship that is (2) considered as commercial.” Zhongshan,

112 F.4th at 1062 (citation modified).

1

The Convention’s first requirement—a legal

relationship—is not demanding. Under the Convention, such

a relationship exists “if there is an agreement, whether

contractual or not.” Id. But not every agreement qualifies. The

agreement must “explicitly contemplate[] which parties it

would obligate”; it must determine “the extent of the

obligations”; and it must provide “the legal framework to

govern the arrangement.” Diag Hum., S.E. v. Czech Republic–

Ministry of Health, 824 F.3d 131, 135 (D.C. Cir. 2016). When

those elements are present, the Convention’s legal relationship

requirement is met. The Investment Treaty satisfies each of

these elements.

To begin, it “explicitly contemplate[s] which parties it

would obligate.” Id. at 135. Article 2(2) of the Investment

Treaty requires that “[e]ach Contracting Party guarantees, in

accordance with its legislation, the full and unconditional legal

protection of investments by investors of the other Contracting

Party.” No. 25-7005, J.A. 547; see also No. 25-7064, J.A. 234

(same). The obligation runs in both directions, and it runs to

investors of the other State. That is sufficient. See Zhongshan,

112 F.4th at 1062 (concluding that a legal relationship existed

because “the Investment Treaty expressly obligate[d] Nigeria

to protect investments made by Chinese investors, including

those by Zhongshan” (citation omitted)).

Next, the Investment Treaty determines “the extent of the

obligations.” Diag Hum., 824 F.3d at 135. Article 2(2) of the

24

Investment Treaty, as discussed above, guarantees legal

protection for “investments by investors of the other

Contracting Party.” No. 25-7005, J.A. 547; see also No. 25-

7064, J.A. 234 (same). Article 3(1) goes further, requiring each

“Contracting Party” to ensure that investments made by

investors of the other party receive “treatment no less favorable

than that which it accords to its own investors or to investors

of any third state.” No. 25-7005, J.A. 547; see also No. 25-

7064, J.A. 234 (same). Article 4 requires that each

“Contracting Party . . . shall ensure the greatest possible

transparency and accessibility of [its] legislation” concerning

investments made by foreign investors. No. 25-7005, J.A. 548;

see also No. 25-7064, J.A. 234 (same). Article 5(2) specifies

that the “amount of such compensation shall correspond to the

market value of the expropriated investments immediately

before the date of expropriation or before the fact of

expropriation became officially known.” No. 25-7005,

J.A. 549; see also No. 25-7064, J.A. 235 (same). And Article

7(1) guarantees investors, after satisfying applicable tax

obligations, “unimpeded transfer abroad of payments

associated with the investments.” No. 25-7005, J.A. 550; see

also No. 25-7064, J.A. 235 (same). These provisions do not

gesture vaguely toward obligations; they define them.

Moreover, the Investment Treaty supplies “the legal

framework to govern the arrangement.” Diag Hum., 824 F.3d

at 135. Article 9(1) provides that “[a]ny dispute between one

Contracting Party and an investor of the other Contracting

Party arising in connection with investments, including

disputes concerning the amount, terms, and payment

procedures of the compensation,” falls within its ambit. No.

25-7005, J.A. 551; see also No. 25-7064, J.A. 236 (same). The

Investment Treaty then sets the path for resolving such

disputes. Article 9(1) further provides that the disputing parties

“shall endeavor to settle the dispute through negotiations if

25

possible.” No. 25-7005, J.A. 551; see also No. 25-7064, J.A.

236 (same). And Article 9(2) declares that if those efforts fail

within six months of written notice, the dispute proceeds to “a

competent court or arbitration court,” the “Arbitration Institute

of the Stockholm Chamber of Commerce,” or an “‘ad hoc’

arbitration tribunal, in accordance with the Arbitration

Regulations of the . . . []UNCITRAL[].” No. 25-7005,

J.A. 551–52; see also No. 25-7064, J.A. 236 (same).

Additionally, while the Investment Treaty ran between

Russia and Ukraine, not Russia and the Companies, it pledged

protection and fair treatment to foreign investors.

It is, however, no novelty for an investment treaty to

confer a benefit on third parties. Contract law has long

recognized as much through the doctrine of third-party

beneficiary—a doctrine with longstanding common law

pedigree. See Curtis R. Reitz, Construction Lenders’ Liability

to Contractors, Subcontractors, and Materialmen, 130 U. Pa.

L. Rev. 416, 423 (1981) (“It is well-settled in the law of

contracts that the creation of third-party-beneficiary status

occurs only when the two parties negotiating the arrangement

intend to confer that status on a third party.” (citation omitted)).

Such an agreement “creates a duty in the promisor to any

intended beneficiary to perform the promise, and the intended

beneficiary may enforce the duty.” Zhongshan, 112 F.4th at

1062. And while the analogy between a treaty and a private

contract is imperfect, it is close enough to be instructive. After

all, “[a] treaty is ‘essentially a contract between two sovereign

nations.’” Herrera v. Wyoming, 587 U.S. 329, 345 (2019)

(quoting Washington v. Wash. State Com. Passenger Fishing

Vessel Ass’n, 443 U.S. 658, 675, modified rev’d nom.

Washington v. United States, 444 U.S. 816 (1979)). And “the

Supreme Court has analyzed a similar bilateral investment

treaty as if it were a contract between the sovereign and the

26

investor corporation seeking to confirm an arbitral award.”

Chevron, 795 F.3d at 207.

Moreover, an arbitration clause “in an investment treaty

can both (1) constitute an agreement ‘for the benefit’ of a

private party; and (2) give rise to a separate agreement ‘with’ a

private party.” NextEra, 112 F.4th at 1101 (quoting 28 U.S.C.

§ 1605(a)(6)). An arbitration provision found in an investment

treaty, like the one here, creates “a unilateral offer to arbitrate

by each sovereign to investors of the other signatory countries.”

Id. at 1102 (emphasis added) (citation modified).

Consequently, foreign investors desiring to invoke an

investment treaty’s arbitration clause “may accept the offer by

filing a notice of arbitration, and thereby create a second

arbitration agreement—this one made by the sovereign with a

private party.” Id. (citation modified).

Here, the Investment Treaty conferred specified benefits

upon investors. It expressly guarantees Ukrainian investors

protection of their investments and fair and equal treatment.

The benefits the Investment Treaty guarantees to investors are

distinct from those it guarantees to the signatory states. That is

evidenced by the fact that the Investment Treaty provides two

distinct dispute-resolution mechanisms: one for investor-state

arbitrations, found in Article 9, and one for arbitrations

between the signatory states, found in Article 10. What’s more,

the Companies invoked the Investment Treaty’s arbitration

provision here by filing notices of arbitration. Given those

facts, we hold that a legal relationship exists between Russia

and the Companies.

2

That discussion takes us to whether the legal relationship

between Russia and the Companies is “commercial.”

Zhongshan, 112 F.4th at 1062. Russia insists that it is not. This

27

case, in its view, is sui generis because the award is geopolitical

in nature, overwhelming any commercial character that the

dispute might otherwise possess. In support of that position,

Russia asserts that neither of the arbitral awards would exist

but for a border dispute between Russia and Ukraine. From

that premise, it reasons that the dispute turns exclusively on

whether Crimea is Russian or Ukrainian territory—a question

Russia labels geopolitical rather than commercial. We once

again disagree. Whatever rhetorical force the label

“geopolitical” may carry, it does not do the work Russia

assigns it.

Before we reach the merits of Russia’s argument,

however, we address the Investors’ forfeiture contention. The

Investors contend that Russia forfeited this argument. In their

view, Russia raises this contention for the first time on appeal,

and arguments first sprung at this stage are “plainly forfeited.”

Crooks v. Mabus, 845 F.3d 412, 422 (D.C. Cir. 2016). And

that is ordinarily how it goes, but that rule, in this instance, does

not end this matter.

That rule carries an exception: “Arguments against

subject-matter jurisdiction cannot be waived.” Hornbeck

Offshore Transp., LLC v. United States, 569 F.3d 506, 512

(D.C. Cir. 2009) (citing Akinseye v. District of Columbia, 339

F.3d 970, 971 (D.C. Cir. 2003)). This principle is “axiomatic.”

NetworkIP, LLC v. FCC, 548 F.3d 116, 120 (D.C. Cir. 2008).

Subject-matter jurisdiction, after all, “involves a court’s power

to hear a case.” United States v. Delgado-Garcia, 374 F.3d

1337, 1341 (D.C. Cir. 2004). And while arguments in favor of

jurisdiction “can be waived by inattention or deliberate

choice,” we, as a court of limited jurisdiction, are bound by a

stricter command that “no action of the parties can confer

subject-matter jurisdiction upon a federal court.” NetworkIP,

548 F.3d at 120.

28

That command governs here. Russia advances its

argument as a challenge to the applicability of the New York

Convention to the arbitral awards—an objection that, if

accepted, would defeat the district court’s subject-matter

jurisdiction under the FSIA. Because the argument strikes at

the district court’s subject matter jurisdiction, Russia has not

forfeited it. But clearing this forfeiture hurdle does not carry

Russia’s argument. Considered on the merits, the argument

does not fare well.

We have defined “commercial” as “matters or

relationships, whether contractual or not, that arise out of or in

connection with commerce.” Belize Soc. Dev. Ltd. v. Gov’t of

Belize, 794 F.3d 99, 104 (D.C. Cir. 2015). On its face, this

definition is quite broad. While broad, however, that reading

of “commercial” maps onto the phrase’s “established meaning

as a term of art” in the field of international arbitration. Diag

Hum., 824 F.3d at 136 (citation omitted). And “[i]n the

absence of contrary indication, we assume that when a statute

uses [a term of art], Congress intended it to have its established

meaning.” McDermott Int’l, Inc. v. Wilander, 498 U.S. 337,

342 (1991) (citing Morissette v. United States, 342 U.S. 246,

263 (1952); Gilbert v. United States, 370 U.S. 650, 658

(1962)).

Here, the dispute between Russia and DTEK arises from

investments planted squarely in commerce. DTEK’s

investment in Crimea consisted of an electricity distribution

business that operated the power grid and supplied “electricity

to more than 780,000 consumers” across Ukraine. No. 25-

7064, J.A. 56. An investment of that sort is plainly “in

connection with commerce” and therefore commercial for

purposes of the New York Convention. Belize, 794 F.3d at

104; see also id. (concluding that the “provision of

29

telecommunication services has an . . . obvious connection to

commerce”).

The Investors’ dispute with Russia makes the point even

more vividly. It concerns the seizure and sale of petrol

stations—retail enterprises by any measure. In Belize, we held

that the “sale of real property” constitutes a “transaction with a

connection to commerce.” 794 F.3d at 104. The arbitral

tribunal found that Russia seized “a chain of 31 Petrol stations”

that the Companies “owned, operated, and supplied.” No. 25-

7005, J.A. 60. Russian paramilitary forces then sold the

remaining fuel at “substantially lower prices.” No. 25-7005,

J.A. 68. The Crimean government also stripped the Investors

of the “right or economic management” of the stations. No.

25-7005, J.A. 70. If these facts do not establish a “connection

to commerce,” Belize, 794 F.3d at 104, it is hard to imagine

what would. The record tells a straightforward account of

commercial enterprises taken, sold, and transferred. That

telling overwhelms Russia’s attempt to recast the dispute as

something else entirely.

Furthermore, contrary to Russia’s insistence, neither

arbitral award resolved a geopolitical dispute. In both

proceedings, the tribunals expressly declined to determine

whether Crimea falls under Russia’s sovereignty.

In the arbitration concerning DTEK’s investments, the

tribunal simply observed that “there is no dispute that since

2014 Crimea is under the control of the Russian Federation—

and the alleged breach occurred in 2015.” No. 25-7064, J.A.

71. That statement did not purport to settle questions of

sovereignty. To be sure, when construing the definition of

“territory,” the tribunal turned to the word’s ordinary meaning,

citing the tenth edition of Black’s Law Dictionary, which

defines “territory” as “[a] geographical area included within a

30

particular government’s jurisdiction; the portion of the earth’s

surface that is in a state’s exclusive possession and control.”

Id. (citation modified). From that definition, the tribunal drew

a candid conclusion that the ordinary meaning of “territory”

“encompasses the entire area within a State’s possession or

control, over which a government exercises de facto

jurisdictional powers—irrespective of the question of

sovereignty.” Id.

In the Investors’ arbitration proceeding, the tribunal took

the same tack. It did not adjudicate competing claims of

sovereignty. It instead interpreted treaty language according to

its plain and ordinary meaning. That is the work of contract

interpretation, not the stuff of geopolitics. The tribunals, in

both proceedings, did not resolve border disputes or pronounce

on international status. They applied the Investment Treaty to

commercial conduct occurring in territory under Russia’s de

facto control. Nothing more—and nothing less. Thus, we

conclude that the Companies have established that their legal

relationship with Russia is “commercial.” Zhongshan, 112

F.4th at 1062.

Because the Companies have shown “(1) an arbitration

agreement, (2) an arbitration award, and (3) a treaty potentially

governing award enforcement,” NextEra, 112 F.4th at 1100, we

hold that the district court did not err in applying the FSIA’s

arbitration exception.

E

We now turn to DTEK’s alternative grounds for

affirmance. DTEK argues that the district court’s exercise of

jurisdiction may be sustained under the FSIA’s waiver

exception because Russia implicitly waived its sovereign

immunity when it ratified the New York Convention. On its

telling, the Convention contemplates enforcement of arbitral

31

awards against contracting sovereigns in the domestic courts of

other signatories, and Russia’s reciprocal agreement to that

regime amounts to an implicit waiver of foreign sovereign

immunity.

Although we once held in an unpublished judgment that “a

sovereign, by signing the New York Convention, waives its

immunity from arbitration-enforcement actions in other

signatory states,” Tatneft v. Ukraine, 771 F. App’x 9, 10 (D.C.

Cir. 2019), we have declined to “formally adopt[] [that

theory].” P&ID, 27 F.4th at 774. We will do so again today.

Because we have concluded that the district court has

jurisdiction under the FSIA’s arbitration exception, we need

not decide whether ratification of the New York Convention

alone affects an implicit waiver of foreign sovereign immunity.

See Metro. Wash. Chapter, Associated Builders & Contractors,

Inc. v. District of Columbia, 62 F.4th 567, 576 (D.C. Cir. 2023)

(explaining “the cardinal principle of judicial restraint” that

courts should resolve no more than is necessary to decide the

case (citation modified)).

IV

Having established that the district court properly

exercised subject-matter jurisdiction, we turn to Russia’s

remaining argument. It maintains that the district court

nonetheless lacked personal jurisdiction. According to Russia,

the Fifth Amendment, entitles it, even as a foreign state, to due-

process protections, and absent minimum contacts with the

United States, the exercise of personal jurisdiction here would

be unconstitutional. Russia acknowledges that our precedent

stands in its way. It argues instead that our precedent is wrong.

That is a heavy lift, and Russia fails to carry it. As before,

Russia urges us to revisit ground we have already covered.

And as before, we reject that request.

32

As a matter of course—and as Russia itself concedes—our

precedent forecloses its argument. We have long held that

“foreign states are not ‘persons’ protected by the Fifth

Amendment,” and therefore are not entitled to the

constitutional protections afforded to private defendants. Price

v. Socialist People’s Libyan Arab Jamahiriya, 294 F.3d 82, 96

(D.C. Cir. 2002). That rule has been settled for decades. So

whatever theoretical appeal Russia’s position may have, it runs

headlong into institutional reality. Even if we were inclined to

revisit Price, we could not do so. Panels are bound by prior

decisions of this court unless and until they are overturned by

us “sitting en banc” or by “the Supreme Court.” See United

States v. Torres, 115 F.3d 1033, 1036 (D.C. Cir. 1997) (citing

LaShawn A. v. Barry, 87 F.3d 1389, 1395 (D.C. Cir. 1996)).

Russia also cites GSS Group Ltd. v. National Port

Authority, 680 F.3d 805 (D.C. Cir. 2012) for the rule that

enforcement of an arbitral award must be dismissed for lack of

personal jurisdiction where, as here, the action has no

connection to the United States. Russia misconstrues that case.

GSS Group did not involve a foreign government. There,

we explained that “precedent foreclose[d] [the appellant]’s

argument,” because “the Supreme Court and this court have

repeatedly held that foreign corporations may invoke due

process protections to challenge the exercise of personal

jurisdiction over them.” Id. at 813 (collecting cases). We read

Price narrowly because its “limit on due process protections

applied only to an actual foreign government,” not to foreign

corporations, even those owned by a state. Id. at 814 (emphasis

added) (citation modified). That distinction matters here.

Russia undoubtedly is a foreign government, not a foreign

corporation. GSS Group therefore speaks past the instant case

and is inapposite. All told, this case does not advance Russia’s

cause.

33

More too, the Supreme Court’s recent holding in

CC/Devas (Mauritius) Ltd. v. Antrix Corp. eliminates any

lingering doubt that personal jurisdiction was lacking here. See

605 U.S. 223, 237 (2025). There, the Court held that personal

jurisdiction exists under the FSIA, “when an immunity

exception applies and service is proper.” Id.; see also

Schubarth v. Fed. Republic of Germany, 891 F.3d 392, 397 n.1

(D.C. Cir. 2018) (explaining that personal jurisdiction exists

where “subject matter jurisdiction has been satisfied” and

“proper service has been effected” (citing 28 U.S.C.

§ 1330(b))).

On that note, because Russia does not dispute that the

Companies properly effected service, personal jurisdiction here

“turns on the satisfaction of an FSIA exception.” Schubarth,

891 F.3d at 397 n.1. As explained above, the Companies have

satisfied the FSIA’s arbitration exception. Therefore, we hold

that the district court did not err in determining that personal

jurisdiction exists in these cases.

****

For the foregoing reasons, we affirm the district court’s

judgments.

So ordered.