Edwards v. Federal Republic of Nigeria

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

EDWARDS et al.,

Plaintiff,

v. Civil Action No. 23-1129 (CKK)

FEDERAL REPUBLIC OF NIGERIA et al.,

Defendant.

MEMORANDUM OPINION

(March 12, 2026)

Plaintiffs are parties to an agreement whereby the Federal Republic of Nigeria agreed to

render payment on ten (10) promissory notes over a ten-year period. Plaintiffs claim that the

Federal Republic of Nigeria has refused to make payment on these notes and ask the Court to

enforce their agreement. Upon consideration of the parties’ submissions, 1 the relevant legal

authority, and the entire record, the Court concludes that it lacks subject matter jurisdiction over

Plaintiffs’ claims. Accordingly, the Court shall GRANT Defendants’ [12] Motion to Dismiss.

I. BACKGROUND

A. Factual Background

In 2011, Dr. Ted Iseghohi Edwards was retained to provide legal representation to hundreds

of Local Government Councils of Nigeria in a suit against the Federal Republic of Nigeria

(“Nigeria”). Edwards Aff., Dkt. No. 16-4 ¶ 1. Dr. Edwards’s legal fee was fixed at 10% of any

recovery. Id. ¶ 2. In 2013, Dr. Edwards and his clients won a judgment of $3,189,000,000 against

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The Court’s consideration has focused on Plaintiffs’ Complaint (“Compl.”), Dkt. No. 1; Defendants’ Memorandum

in Support of their Motion to Dismiss (“Defs.’ Mem.”), Dkt. No. 12-1; Plaintiffs’ Opposition to Defendants’ Motion

to Dismiss (“Pls.’ Opp’n”), Dkt. No. 16; and Defendants’ Reply to Plaintiffs’ Opposition to Defendants’ Motion to

Dismiss (“Defs.’ Reply”), Dkt. No. 20. The Court has also considered all of the exhibits attached to these filings.

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Nigeria. Id. Following this award, a Nigerian court directed Nigeria to deduct $318,000,000 from

the judgment to pay to Dr. Edwards. Id. ¶ 3.

Dr. Edwards struggled to collect his fees in Nigeria. Id. ¶ 6. So, in April 2018, Dr. Edwards

brought a “Foreign Judgment Enforcement Suit” in the District of Massachusetts against Nigeria.

Id.; Defs.’ Mem., at 1. But the district court dismissed his action in May 2018 for lack of subject

matter jurisdiction and failure to state a claim. See Iseghohi-Edwards v. Federal Government of

Nigeria, No. 18-mc-91146, 2018 U.S. Dist. LEXIS 95299 (D. Mass., May 11, 2018). Dr. Edwards

immediately filed another suit in the District of Massachusetts against Nigeria and various

Nigerian governmental entities. See Defs.’ Mem., at 1. But, again, the district court dismissed his

action, finding that “all defendants [were] immune from suit under the FSIA.” Edwards v. Fed.

Gov’t of Nig., Civil Action No. 18-11133-FDS, 2018 U.S. Dist. LEXIS 212827, at *12 (D. Mass.

Dec. 18, 2018).

Following these failed attempts to enforce his award from the Nigerian judgment in the

District of Massachusetts, Dr. Edwards and Nigeria negotiated and “reached a resolution regarding

payment.” Pls.’ Opp’n, at 1. Pursuant to this resolution, Nigeria agreed to issue to Dr. Edwards

ten (10) Promissory Notes, each in the amount of $15,900,000 (i.e., a total of $159,000,000). Id.

On September 27, 2021, Nigeria’s Debt Management Office (“DMO”) issued these Promissory

Notes in Dr. Edwards’s favor on behalf of Nigeria. Compl. at 7.

The Promissory Notes were scheduled to mature individually on an annual basis for the

following ten years, with the first Note maturing on October 15, 2022. Id. The Notes were “backed

by the full faith and credit of the Federal Government of Nigeria,” “charged upon the general assets

of Nigeria,” and “governed by the Laws of the Federal Republic of Nigeria.” October 15, 2022,

Promissory Note, Dkt. No. 1-1. They were also “negotiable and transferable.” Id. But whether

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they were transferred or not, the Notes provided that they “must be submitted to the Central Bank

of Nigeria for payment.” Id.

At some point after the Promissory Notes were issued in his favor, Dr. Edwards assigned

the Notes to Boston Legal Partners, Inc., a Massachusetts corporation. Edwards Aff. ¶ 13. On

October 5, 2022, the DMO wrote to Mr. Edwards requesting that Mr. Edwards or his assignee

submit to the DMO the original Promissory Note scheduled to mature on October 15, 2022, along

with “full bank account details” no later than October 7, 2022. Ex. B, Dkt. 1-1. Boston Legal

Partners provided the DMO with the original Note on either October 6 or October 7. Compare

Compl. at 7 ¶ 6 (stating that Boston Legal Partners submitted the original Note on October 7) with

Pls.’ Opp’n, at 3 (stating that Boston Legal Partners submitted the original Note on October 6).

But it is not clear which “bank account details” were submitted to the DMO. Plaintiffs’ Complaint

states that Boston Legal Partners provided the DMO with “clear payment instructions into the

account of Dr. Ted Iseghohi Edwards,” while Plaintiffs’ Opposition to Defendants’ Motion to

Dismiss states that Boston Legal Partners “designated Bank of America N.A. in New York for the

payment.” Compare Compl. 7–8 ¶ 6 with Pls.’ Opp’n, at 3.

Plaintiffs did not receive payment on the first Promissory Note. After waiting six months,

Plaintiffs retained counsel in Nigeria to issue a seven-day demand letter for payment against

Nigeria. Edwards Aff. ¶ 19. In response to that letter, the DMO informed Plaintiffs that it was

“awaiting directives from the authorities and will revert to you as may be appropriate.” Id. ¶ 20.

Plaintiffs had not received payment as of the filing of this suit.

B. Procedural History

Plaintiffs Dr. Edwards and Boston Legal Partners brought this suit against Defendants

Nigeria, Nigeria’s Attorney General and Minister of Justice, and Nigeria’s DMO on April 24,

2023. See Compl. Plaintiffs sought payment of the first Promissory Note and immediately moved

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for summary judgment. See Dkt. No. 3. The Court denied this motion as premature because none

of the Defendants had been served yet. See May 1, 2023, Min. Order.

Defendants were eventually served and moved to dismiss Plaintiffs’ Complaint. See Defs.’

Mot., Dkt. No. 12. Defendants argue that the Complaint should be dismissed because: (i) the Court

lacks jurisdiction over all Defendants under the FSIA; (ii) the Court lacks personal jurisdiction

over Nigeria’s Attorney General and Minister of Justice; and (iii) the doctrine of forum non

conveniens warrants dismissal. See Defs.’ Mem. Defendants’ motion is now ripe. See Pls.’ Opp’n,

Dkt. No. 16; Defs.’ Reply, Dkt. No. 20.

II. LEGAL STANDARD

Where, as here, a defendant contests only the legal sufficiency of jurisdictional claims, “the

standard is similar to that of Rule 12(b)(6), under which dismissal is warranted if no plausible

inferences can be drawn from the facts alleged that, if proven, would provide grounds for relief.”

Rodriguez v. Pan Am. Health Org., 29 F.4th 706, 711–12 (D.C. Cir. 2022) (quoting Valambhia v.

United Republic of Tanzania, 964 F.3d 1135, 1139 (D.C. Cir. 2020)).

The Foreign Sovereign Immunities Act (“FSIA”) “supplies the ground rules for ‘obtaining

jurisdiction over a foreign state in the courts of this country.’” Fed. Republic of Germany v.

Philipp, 592 U.S. 169, 175–76 (2021) (quoting Argentine Republic v. Amerada Hess Shipping

Corp., 488 U.S. 428, 443 (1989)). The FSIA provides foreign states and their agencies or

instrumentalities with “presumptive immunity from suit in the United States.” Republic of

Hungary v. Simon, 604 U.S. 115, 121 (2025) (citing 28 U.S.C. § 1604). Accordingly, “unless a

specified exception applies,” a federal court lacks subject-matter jurisdiction over a claim against

a foreign state or its agency or instrumentality. Saudi Arabia v. Nelson, 507 U.S. 349, 355 (1993)

(citation omitted). Under the FSIA, a foreign state “bears the burden of proving that the

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plaintiff[s’] allegations do not bring [their] case within a statutory exception to immunity.”

Phoenix Consulting Inc. v. Republic of Angola, 216 F.3d 36, 40 (D.C. Cir. 2000).

III. ANALYSIS

The Court concludes that it lacks subject matter jurisdiction over Plaintiffs’ action. The

Defendants are presumed to be immune from suit in the United States under the FSIA. Plaintiffs

attempt to abrogate Defendants’ sovereign immunity through three different exceptions. But

Plaintiffs’ pleadings do not satisfy the requirements of these exceptions. Accordingly, the Court

shall GRANT Defendants’ motion to dismiss.

A. All three Defendants are presumptively immune from the Court’s jurisdiction.

“Under the FSIA, a foreign state is presumptively immune from the jurisdiction of the

United States Courts.” Saudi Arabia v. Nelson, 507 U.S. 349, 355 (1993) (citing Verlinden B.V.

v. Central Bank of Nigeria, 461 U.S. 480, 488-89 (1983)). A “foreign state,” as used in the FSIA,

includes “an agency or instrumentality of a foreign state.” 28 U.S.C. § 1603(a).

Plaintiffs bring this action against the Federal Republic of Nigeria (“Nigeria”), the Attorney

General and Minister of Justice of Nigeria (the “AG”), and the Debt Management Office of Nigeria

(the “DMO”). Plaintiffs do not dispute that Nigeria is a “foreign state” entitled to the presumption

of immunity under the FSIA. See Pls.’ Opp’n, at 6; see also Adler v. Federal Republic of Nigeria,

107 F.3d 720, 723 (9th Cir. 1997) (“The Federal Republic of Nigeria is a foreign state as defined

in 28 U.S.C. § 1603.”).

Plaintiffs also appear to concede that the AG and the DMO are instrumentalities of Nigeria

that are entitled to the presumption of immunity under the FSIA. See Pls.’ Opp’n, at 22 (arguing

that “Plaintiffs properly served the [AG] and [the DMO] as agency or instrumentality [sic] of the

government pursuant to 28 U.S.C. §1608(b)(3)”). If Plaintiffs brought claims against specific

officials at the AG or the DMO as individuals, then the common law regarding sovereign immunity

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would displace the FSIA unless the Court determined that Nigeria was “the real party in interest.”

Odhiambo v. Republic of Kenya, 930 F. Supp. 2d 17, 34 (D.D.C. 2013) (ABJ), aff’d, 764 F.3d 31

(D.C. Cir. 2014) (citing Samantar v. Yousuf, 560 U.S. 305, 324 (2010)) (“If the suit is against the

official personally, then the common law regarding sovereign immunity applies, but if the state is

‘the real party in interest,’ then the suit should be treated as an action against the foreign state itself

to which the FSIA would apply.”). Plaintiffs, however, do not identify any specific individuals at

the AG or the DMO against whom their action is brought. See Edwards v. Fed. Gov’t of Nig.,

Civil Action No. 18-11133-FDS, 2018 U.S. Dist. LEXIS 212827, at *7 (D. Mass. Dec. 18, 2018)

(concluding that, in Plaintiffs’ prior suit in the District of Massachusetts, “the ‘real party in interest’

[was] plainly the foreign state of Nigeria”).

Accordingly, because Plaintiffs concede that the Defendants are a foreign state and two of

its instrumentalities, the Court lacks subject matter jurisdiction over Plaintiffs’ claims “unless a

specified exception applies.” Nelson, 507 U.S. at 355. Defendants’ immunity stems from the

FSIA, regardless of whether Plaintiffs seek relief from individuals at the AG or the DMO.

B. Plaintiffs do not adequately plead an exception to the Defendants’ presumptive

immunity.

Plaintiffs argue that Defendants’ immunity from suit is abrogated by either (i) the FSIA’s

waiver exception, (ii) the FSIA’s commercial activity exception, or (iii) the FSIA’s expropriation

exception. The Court concludes that Plaintiffs’ pleadings do not fit within any of these exceptions.

1. The FSIA’s Waiver Exception Does Not Apply

As Defendants’ point out, the FSIA’s waiver exception is the only exception that Plaintiffs

identified prior to filing their Opposition to Defendants’ Motion to Dismiss. See Defs.’ Reply, at

4–5. The FSIA’s waiver exception provides that

A foreign state shall not be immune from the jurisdiction of courts of the United

States or of the States in any case . . . in which the foreign state has waived its

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immunity either explicitly or by implication, notwithstanding any withdrawal of the

waiver which the foreign state may purport to effect except in accordance with the

terms of the waiver.

28 U.S.C. § 1605(a)(1).

A foreign state explicitly waives its sovereign immunity in a treaty or contract only if it

“clearly and unambiguously” agrees to suit in the United States. Ivanenko v. Yanukovich, 995 F.3d

232, 239 (D.C. Cir. 2021) (quoting World Wide Minerals, Ltd. v. Republic of Kazakhstan, 296

F.3d 1154, 1162 (D.C. Cir. 2002)). Regarding waivers by implication, the D.C. Circuit “has

recognized that a foreign state implicitly dispenses with its immunity in only three circumstances:

by (1) executing a contract containing a choice-of-law clause designating the laws of the United

States as applicable; (2) filing a responsive pleading without asserting sovereign immunity; or (3)

agreeing to submit a dispute to arbitration in the United States.” Id. (citing World Wide Minerals,

296 F.3d at 1161 n. 11). The “touchstone of the waiver exception” is “that the foreign state have

intended to waive its sovereign immunity.” Id. at 240 (quoting Creighton Ltd. v. Gov’t of Qatar,

181 F.3d 118, 122 (D.C. Cir. 1999)) (emphasis added).

Defendants did not explicitly waive their immunity from suit in the United States. The

Promissory Notes and other relevant documentation do not mention immunity from suit. A foreign

state or its instrumentality does not “waive its immunity under § 1605(a)(1) by signing an

international agreement that contains no mention of a waiver of immunity to suit in United States

courts or even the availability of a cause of action in the United States.” Argentine Republic v.

Amerada Hess Shipping Corp., 488 U.S. 428, 442–43 (1989). Plaintiffs do not bring any other

allegations to suggest that Defendants intended to waive their immunity.

Defendants also did not implicitly waive their immunity from suit in the United States.

First, Defendants did not execute a contract that designated the laws of the United States as

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applicable. Ivanenko, 995 F.3d at 239. Rather, the Promissory Notes designed the laws of Nigeria

as applicable. Second, Defendants did not file a responsive pleading without asserting sovereign

immunity, as evidenced by the Court’s current discussion. Ivanenko, 995 F.3d at 239. Finally,

Defendants did not agree to submit to arbitration in the United States. Id. Accordingly, the

Defendants did not implicitly waive their sovereign immunity under the FSIA.

Because the Defendants did not explicitly or implicitly waive their sovereign immunity

under the FSIA, the FSIA’s waiver exception does not establish the Court’s subject matter

jurisdiction.

2. The FSIA’s Commercial Activity Exception Does Not Apply

Plaintiffs first raised the FSIA’s commercial activity exception in their Opposition to

Defendants’ Motion to Dismiss. While “it is axiomatic that a complaint may not be amended by

the briefs in opposition to a motion to dismiss,” any attempt at amendment is harmless, as the

Court determines that it does not have jurisdiction over the Defendants under the FSIA’s

commercial activity exception. Arbitraje Casa de Cambio, S.A. de C.V. v. U.S. Postal Serv., 297

F. Supp. 2d 165, 170 (D.D.C. 2003) (RMC).

The FSIA’s commercial activity exception provides that

A foreign state shall not be immune from the jurisdiction of courts of the United

States or of the States in any case . . . in which the action is based upon a commercial

activity carried on in the United States by the foreign state; or upon an act

performed in the United States in connection with a commercial activity of the

foreign state elsewhere; or upon an act outside the territory of the United States in

connection with a commercial activity of the foreign state elsewhere and that act

causes a direct effect in the United States.

28 U.S.C. § 1605(a)(2).

The commercial activity exception “contains three clauses,” each of which “establishes an

independent basis for asserting jurisdiction over a foreign state based on its commercial activities.”

Ivanenko, 995 F.3d at 238. Plaintiffs rely on the third clause, which permits a suit to proceed

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against a foreign state if it is based “upon an act outside the territory of the United States in

connection with a commercial activity of the foreign state elsewhere and that act causes a direct

effect in the United States.” 28 U.S.C. § 1605(a)(2). Known as the “direct effect” clause, it applies

if three requirements are met: (1) “the lawsuit must be based upon an act that took place outside

the territory of the United States”; (2) “the act must have been taken in connection with a

commercial activity”; and (3) “the act must have caused a direct effect in the United States.” Id.

(quoting Rong v. Liaoning Province Gov’t, 452 F.3d 883, 888–89 (D.C. Cir. 2006)).

Plaintiffs have not shown that Defendants failure to fulfil the first Promissory Note “caused

a direct effect in the United States.” In the D.C. Circuit, “direct effect cases involving alleged

breaches of contract have turned on whether the contract in question established the United States

as a place of performance.” Odhiambo v. Republic of Kenya, 764 F.3d 31, 38 (D.C. Cir. 2014).

“By definition, breaching a contract that establishes the United States as a place of performance

will have a direct effect here, whereas breaching a contract that establishes a different or

unspecified place of performance can affect the United States only indirectly.” Id. (emphasis in

original). In other words, the D.C. Circuit has drawn “a very clear line: For purposes of clause

three of the FSIA commercial activity exception, breaching a contract that establishes or

necessarily contemplates the United States as a place of performance causes a direct effect in the

United States, while breaching a contract that does not establish or necessarily contemplate the

United States as a place of performance does not cause a direct effect in the United States.”

Odhiambo, 764 F.3d at 40.

For example, in Peterson v. Royal Kingdom of Saudi Arabia, 416 F.3d 83 (D.C. Cir. 2005),

the D.C. Circuit held that an alleged breach of contract did not create a direct effect in the United

States because the underlying contract included “no agreement—express or implied—that [the

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plaintiff] was to be paid in the United States.” Peterson, 416 F.3d at 90–91. The Circuit reached

this conclusion even though the plaintiff “was in the United States at the time of the asserted

breach, and even though the Court assumed that Saudi government ‘understood’ as much.”

Odhiambo, 764 F.3d at 39 (quoting Peterson, 416 F.3d at 90–91). A “pay wherever you are

arrangement,” explained the Circuit, “does not suffice to create a direct effect in the United States.”

Id. (citation modified).

Plaintiffs do not satisfy the direct effects test because the Promissory Notes 2 do not

establish the United States as the place of performance. The Notes are governed by Nigerian law,

and Nigerian law dictates that all payments on promissory notes be made at the Central Bank in

Lagos. Defs.’ Reply, at 9. The “mere fact” that the Promissory Notes are to be paid out in dollars

“does not show that the notes ‘necessarily contemplate’ performance in the United States—the

U.S. dollar is a commonly used currency the world over.” Friedman, 464 F. Supp. 3d at 65

(emphasis in original). Furthermore, the status of Plaintiffs or their designees as U.S. citizens

alone is insufficient, as “harm to a U.S. citizen, in and of itself, cannot satisfy the direct effect

requirement.” Cruise Connections Charter Management 1, LP v. Attorney General of Canada,

600 F.3d 661, 665 (D.C. Cir. 2010). Finally, Plaintiffs’ post-execution decision to use a New York

bank account does not establish a direct effect in the United States because it was not designated

as the place of payment when the Promissory Notes were executed. See Valambhia v. United

Republic of Tanzania, 964 F.3d 1135, 1141 (D.C. Cir. 2020).

Accordingly, because Defendants’ alleged violation of the Promissory Note did not have a

direct effect on the United States, the Court does not have subject matter jurisdiction under the

FSIA’s commercial activity exception.

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Promissory notes are treated as contracts under the direct effects test. See Friedman v. Gov’t of Abu Dhabi, U.A.E.,

464 F. Supp. 3d 52, 65 (D.D.C. 2020) (JDB).

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3. The FSIA’s Expropriation Exception Does Not Apply

Like the commercial activity exception, Plaintiffs invoke the expropriation exception for

the first time in the Opposition to Defendants’ Motion to Dismiss. The expropriation exception

provides that

A foreign state shall not be immune from the jurisdiction of courts of the United

States or of the States in any case . . . in which rights in property taken in violation

of international law are in issue and that property or any property exchanged for

such property is present in the United States in connection with a commercial

activity carried on in the United States by the foreign state; or that property or any

property exchanged for such property is owned or operated by an agency or

instrumentality of the foreign state and that agency or instrumentality is engaged in

a commercial activity in the United States.

28 U.S.C. § 1605(a)(3).

To abrogate Defendants’ immunity under the expropriation exception, Plaintiffs’

allegations “must make out a legally valid claim that a certain kind of right is at issue (property

rights) and that the relevant property was taken in a certain way (in violation of international law).”

Bolivarian Republic of Venezuela v. Helmerich & Payne Int’l Drilling Co., 581 U.S. 170, 174

(2017) (emphasis added). A “nonfrivolous, but ultimately incorrect, argument” or just a “good

argument” is “not sufficient.” Id. Plaintiffs must also plausibly allege that the relevant property,

or any property exchanged for that property, is either “present in the United States in connection

with a commercial activity carried on in the United States by the foreign state,” or “owned or

operated by an agency or instrumentality of the foreign state and that agency or instrumentality is

engaged in a commercial activity in the United States.” 28 U.S.C. § 1605(a)(3).

Plaintiffs’ allegations do not satisfy the requirements of the expropriation exception

because they do not raise an issue of property taken in violation of international law. To show that

property has been taken in violation of international law, Plaintiffs must plausibly allege that

Defendants violated either an “express international agreement, such as a treaty,” or “customary

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international law.” Helmerich & Payne Int’l Drilling Co. v. Bolivarian Republic of Venezuela,

743 F. App’x 442, 449 (D.C. Cir. 2018). Plaintiffs do not identify any express international

agreements relevant to their claims. Furthermore, Plaintiffs have not brought any allegations that

rebut Defendants’ showing that, under customary international law, “[t]he mere refusal to pay a

debt based on contract unaccompanied by other government measures is not expropriatory,” just

as a “mere denial to pay a liability is not expropriatory.” Defs.’ Reply, at 13–14.

Furthermore, Plaintiffs’ allegations do not satisfy the domestic takings rule, which

“assumes that what a country does to property belonging to its own citizens within its own borders

is not the subject of international law.” Fed. Republic of Germany v. Philipp, 592 U.S. 169, 176

(2021). Plaintiff Edwards held himself out as a Nigerian national to the Nigerian courts. See

Defs.’ Reply, at 14. But even if this a case involving dual nationality, the domestic takings rule

would still apply. This determination involves a fact-based inquiry where courts consider “matters

such as the relationship between the national and the state which allegedly expropriated the

property, how the national—through his words and conduct—characterized himself, and whether

the state considered its national as one of its own or as a foreign national.” Comparelli v. Republica

Bolivariana De Venezuela, 891 F.3d 1311, 1323 (11th Cir. 2018). Plaintiffs’ allegations show that

their action arises out of a judgment by a Nigerian court, and in coming to an agreement for the

payment of this judgment, Dr. Edwards held himself out to the Nigerian government as a Nigerian

citizen. These allegations strongly suggest that the domestic takings rule would bar Plaintiffs’ use

of the expropriation exception even if Dr. Edwards had dual citizenship.

At best, Plaintiffs’ allegations give rise to the inference that Defendants’ conduct did not

violate international law, while at worst, they give rise to the inference that international law would

not apply to Defendants conduct. Accordingly, because Plaintiffs have not made a “legally valid

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claim" that their property was taken in violation of international law, they cannot use the

expropriation exception to abrogate Defendants' immunity from suit in the United States.

Helmerich & Payne Int'! Drilling Co., 581 U.S. at 174.

IV. CONCLUSION

Dr. Edwards executed an agreement with the Nigerian government for payment relating to

a judgment entered by the Nigerian courts against the Nigerian government. Dr. Edwards held

himself out as a Nigerian citizen when executing this agreement. And the agreement stipulates

that all payments are to be made in Nigeria. Accordingly, while it appears that the Nigerian

government is not fulfilling its side of the bargain, this Court concludes, like two other district

courts did before it, that it lacks subject matter jurisdiction over the claims of Dr. Edwards and his

assignees.

For the foregoing reasons, it is hereby ORDERED that Defendants' [12] Motion to

Dismiss is GRANTED.

SO ORDERED.

Dated: March 12, 2026

COLLEE�L�TE2W'

United States District Judge

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