Sociedad Concesionaria Metropolitana de Salud S.A. v. Webuild S.P.A

PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

______

No. 24-3005

______

SOCIEDAD CONCESIONARIA METROPOLITANA DE

SALUD S.A.,

Appellant

v.

WEBUILD S.P.A

______

On Appeal from the United States District Court

for the District of Delaware

(D.C. Civil No. 1:23-cv-01175)

Chief District Judge: Honorable Colm F. Connolly

______

Argued October 1, 2025

Before: SHWARTZ, MATEY, and FISHER, Circuit Judges.

(Filed: May 18, 2026)

Miguel A. Estrada ARGUED

Gibson Dunn & Crutcher

1700 M Street NW

Suite 900

Washington, DC 20036

Alexandra Ewing

Travis S. Hunter

Richards Layton & Finger

920 N King Street

One Rodney Square

Wilmington, DE 19801

Rahim Moloo

Jason W. Myatt

Gibson Dunn & Crutcher

200 Park Avenue

47th Floor

New York, NY 10166

Counsel for Appellant

Joshua D. Anders

Andreas A. Frischknecht ARGUED

James M. Hosking

Chaffetz Lindsey

1700 Broadway, 33rd Floor

New York, NY 10019

Henry E. Gallagher, Jr.

Alan R. Silverstein

Connolly Gallagher

1201 N Market Street, 20th Floor

Wilmington, DE 19801

Counsel for Appellee

2

______

OPINION OF THE COURT

______

FISHER, Circuit Judge.

In this action brought to confirm, recognize, and enforce

a foreign arbitral award, Sociedad Concesionaria

Metropolitana de Salud S.A. (“SCMS”) attempts to invoke

quasi in rem jurisdiction over property that belongs to an

arbitral-award debtor’s alleged successor in interest. Finding

insufficient contacts between the forum, the successor in

interest, and the underlying controversy, the District Court

found no basis to exercise personal jurisdiction1 and dismissed

SCMS’s petition. SCMS appeals. Because we agree with

SCMS that Shaffer v. Heitner, 433 U.S. 186, 210 n.36 (1977),

authorizes the exercise of traditional quasi in rem jurisdiction

in an action to collect on an already adjudicated liability, we

will vacate and remand.

I.

A.

In 2014, the Chilean Ministry of Public Works awarded

a contract to Astaldi Concessioni S.R.L. to design, construct,

and operate a new hospital project in Santiago, Chile. Later that

year, Astaldi Concessioni S.R.L. assigned the contract to

1

In the modern context, “[j]urisdiction in personam, in

rem, and quasi in rem” are all understood as “forms of personal

jurisdiction.” Restatement (Fourth) of the Foreign Relations

Law of the United States § 422 cmt. a (Am. Law Inst. 2018).

We follow the modern convention and, where necessary, refer

specifically to each historically distinct form.

3

SCMS, a stand-alone Chilean company. In turn, SCMS

contracted with Astaldi Sucursal Chile, the Chilean branch of

Astaldi, S.p.A., an Italian company (together, “Astaldi”), who

assumed SCMS’s design and construction obligations. SCMS

and Astaldi agreed to resolve any dispute in an arbitration

proceeding before the Santiago Center for Arbitration and

Mediation.

In September 2018, while the hospital project was under

construction, Astaldi commenced in Italy a “Concordato”

proceeding—a restructuring process akin to a proceeding

commenced under Chapter 11 of the United States Bankruptcy

Code—that restricted Astaldi’s paying of certain debts. SCMS

determined that Astaldi could not timely complete the project,

and in January 2019, SCMS terminated the contract. An

arbitration ensued in Chile, which resulted in an award in favor

of SCMS and against Astaldi.

During the arbitration proceeding, Astaldi completed

the restructuring process by “spinning off” its operating

business and merging into Webuild S.p.A., an Italian

multinational construction company. Under the proposed

“spin-off” transaction: (1) Astaldi would continue certain

business activities, including construction and infrastructure

projects; (2) Astaldi would liquidate some assets and issue new

shares to satisfy unsecured creditors; and (3) Webuild would

infuse 225 million Euros of capital to compensate Astaldi’s

preferential creditors in exchange for majority control and

ownership of Astaldi. A majority of Astaldi’s creditors

approved the proposal, and an Italian court approved the

restructuring plan in July 2020. On August 1, 2021, Webuild

acquired the majority of Astaldi’s business (namely, the

“building, infrastructure construction, . . . the study, design,

transportation, maintenance, facility management and

operation of complex systems”), App. 291, which purportedly

4

included the “assets and liabilities” of several projects,

including the Santiago hospital project, App. 284.

Under this agreement, “Astaldi’s business” would

“continue as a going concern,” while “integrate[d] . . . within

Webuild,” App. 279, and Astaldi’s “remaining assets” would

“continue their activities . . . for the exclusive benefit of”

Astaldi’s shareholders, App. 802. In other words, Astaldi,

which is presently known as Astaris S.p.A., intended to

liquidate and “wind down” each asset that was not acquired by

Webuild.

In January 2022, Astaldi petitioned the Chilean Court of

Appeals to set aside or modify the arbitral award. Finding that

the arbitrator failed to apply a limitation of liability provision

in the contract between SCMS and Astaldi, the Chilean Court

of Appeals reduced the amount of damages but otherwise

affirmed Astaldi’s obligations under the award. Astaldi

appealed to the Chilean Supreme Court, which held that the

Chilean Court of Appeals’ decision was not subject to

challenge and that Astaldi’s appeal is “inadmissible.” App.

205.

In the United States District Court for the District of

Delaware, SCMS brought this action against Webuild to

confirm, recognize, and enforce the final arbitral award under

9 U.S.C. § 207, the Federal Arbitration Act (“FAA”), which

implements in the United States the Convention on the

Recognition and Enforcement of Foreign Arbitral Awards,

June 10, 1958, 21 U.S.T. 2517 (“New York Convention”).

Trying to collect the arbitral award and alleging that Webuild

is Astaldi’s successor in interest, SCMS attempted to invoke

the District Court’s quasi in rem jurisdiction over Webuild’s

shares in Webuild US Holdings, Inc., a Delaware-based and

wholly owned subsidiary of Webuild.

Webuild moved to dismiss SCMS’s petition for lack of

5

personal jurisdiction. Specifically, Webuild argued that Shaffer

extends the minimum-contacts test of International Shoe Co.

v. Washington, 326 U.S. 310, 322 (1945), to quasi in rem

actions and that SCMS failed to establish minimum contacts

between Delaware, the underlying breach-of-contract action,

and Webuild US—who was a party to neither the arbitration

nor the underlying contract. In response, SCMS argued that

Shaffer’s thirty-sixth footnote expressly permits a court’s

exercising quasi in rem jurisdiction in an action to collect on

an already adjudicated liability. Shaffer’s thirty-sixth footnote

states:

Once it has been determined by a court of

competent jurisdiction that the defendant is a

debtor of the plaintiff, there would seem to be no

unfairness in allowing an action to realize on that

debt in a State where the defendant has property,

whether or not that State would have jurisdiction

to determine the existence of the debt as an

original matter.

Shaffer, 433 U.S. at 210 n.36.

Finding no basis for personal jurisdiction, the District

Court granted Webuild’s motion and dismissed SCMS’s

petition. Sociedad Concesionaria Metropolitana de Salud S.A.

v. Webuild S.p.A, No. CV 23-1175-CFC, 2024 WL 4333144,

at *2 (D. Del. Sept. 27, 2024). First, the District Court held that

Shaffer and its progeny categorically “preclude[] a court from

exercising jurisdiction over a nonresident defendant based

solely on the presence of property in the court’s state that is

unrelated to the action.” Id. Finding that SCMS failed to allege

a relation between Webuild US and the Chilean arbitration, the

District Court found insufficient contacts to support the

exercise of quasi in rem jurisdiction. Id. at *1–2. Second, the

6

District Court alternatively held that, even if SCMS’s

interpretation of Shaffer’s thirty-sixth footnote is correct, the

“exception” to Shaffer’s general rule does not apply to this

action because SCMS did not ask the District Court to

recognize a court of competent jurisdiction’s determination

that Webuild (as opposed to Astaldi) is SCMS’s debtor. Id. at

*2. SCMS appeals each holding.

II.

The District Court exercised subject matter jurisdiction

under 9 U.S.C. § 203 and under 28 U.S.C. § 1331. We exercise

subject matter jurisdiction under 28 U.S.C. § 1291. “We review

the District Court’s dismissal for lack of personal jurisdiction

de novo.” Danziger & De Llano, LLP v. Morgan Verkamp

LLC, 948 F.3d 124, 129 (3d Cir. 2020). Because the District

Court did not conduct an evidentiary hearing, SCMS’s

jurisdictional facts are accepted as true, and SCMS “need only

establish a prima facie case of personal jurisdiction.” See, e.g.

Metcalf v. Renaissance Marine, Inc., 566 F.3d 324, 330 (3d

Cir. 2009) (internal quotation marks omitted).

III.

On appeal, SCMS challenges the District Court’s

primary and alternative holdings. With respect to the primary

holding—that no basis for personal jurisdiction exists—SCMS

contends that, under Shaffer’s thirty-sixth footnote, no

minimum contacts are required for a court to exercise quasi in

rem jurisdiction in an action to collect on an already

7

adjudicated debt.2 Therefore, the question is whether, in an

action to collect on an already adjudicated debt, the mere

presence of a debtor’s property within a forum state establishes

a constitutional basis for which to exercise quasi in rem

jurisdiction.

A.

Personal jurisdiction is a court’s authority to assert

coercive power over a defendant. Historically, personal

jurisdiction fell into one of three categories: one directs power

over persons—in personam jurisdiction—and the other two

direct power over interests in specific property—in rem and

quasi in rem jurisdiction. Shaffer, 433 U.S. at 199; see also

Hanson v. Denckla, 357 U.S. 235, 246 n.12 (1958). Each of

these characterizations is a vestige of a time in which personal

jurisdiction depended on territorial power: if a defendant’s

person or property was located within a state’s geographic

boundaries, a state court could exercise jurisdiction. Id.

(“[U]nder Pennoyer[,] state authority to adjudicate was based

on the jurisdiction’s power over either persons or property.”);

Pennoyer v. Neff, 95 U.S. 714, 722 (1877) (explaining that

personal jurisdiction rests on two “principles of public law”:

(1) “every State possesses exclusive jurisdiction and

sovereignty over persons and property within its territory,” and

(2) “no State can exercise direct jurisdiction and authority over

persons or property without its territory,” i.e., “no tribunal

established by [a state] can extend its process beyond that

2

In the alternative, SCMS contends that, even if Shaffer

requires minimum contacts, the District Court misapplied the

test. Because we agree with SCMS that Shaffer’s thirty-sixth

footnote permits the exercise of quasi in rem jurisdiction to

confirm and enforce a foreign arbitral award, we do not address

SCMS’s alternative argument.

8

territory so as to subject either persons or property to its

decisions”).

Each of the three categories describes the way in which

a court may affect the interests or rights of a defendant. For

example, an in personam judgment “impose[s] a personal

obligation on the defendant in favor of the plaintiff.” Shaffer,

433 U.S. at 199. On the other hand, the effect of an in rem or

quasi in rem judgment is “limited to the property that supports

jurisdiction and does not impose a personal liability on the

property owner, since he is not before the court.” Id.

Accordingly, a defendant’s liability and a plaintiff’s possibility

of recovery are greater if a court exercises in personam

jurisdiction over a defendant.3

3

Modern-day personal jurisdiction is largely occupied

by the principles of specific and general jurisdiction, which

define the type of causes of action for which a particular

defendant is liable. Specific jurisdiction permits a state court to

adjudicate specific claims against a defendant. If the defendant

“purposefully avails itself of the privilege of conducting

activities within the forum State,” Hanson v. Denckla, 357 U.S.

235, 253 (1958), the State’s courts may adjudicate claims that

“‘arise out of or relate to the defendant’s contacts’ with the

forum,” Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592

U.S. 351, 362 (2021) (emphasis omitted) (quoting Bristol-

Myers Squibb Co. v. Superior Ct. of Cal., 582 U.S. 255, 262

(2017)).

9

Also, an in personam judgment provides a winning

party with the possibility of interstate enforcement. An in

personam judgment rendered in any state of the United States

is entitled to full faith and credit in the courts of every sister

state.4 As the Supreme Court explained, “a debtor can[not]

avoid paying his obligations by removing his property to a

State in which his creditor cannot obtain personal jurisdiction

over him. The Full Faith and Credit Clause, after all, makes the

valid in personam judgment of one State enforceable in other

States.” Shaffer, 433 U.S. at 210.

Quasi in rem jurisdiction comes in two types. Type I is

used to determine the ownership of disputed property between

two or more defined parties. Restatement (Second) of

Judgments § 6 cmt. a (Am. Law Inst. 1982). Quasi in rem

General jurisdiction, by contrast, allows a state court to

adjudicate “‘any and all claims’ brought against a defendant.”

Ford Motor, 592 U.S. at 358 (quoting Goodyear Dunlop Tires

Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)). This

sweeping authority exists only when the defendant is “at

home” in the State. Ford Motor, 592 U.S. at 358 (quoting

Goodyear, 564 U.S. at 919). An individual is usually “at home”

in his domicile, Goodyear, 564 U.S. at 924, and a corporation

is usually “at home” in both its place of incorporation and

principal place of business, Daimler AG v. Bauman, 571 U.S.

117, 137 (2014). Absent an exceptional circumstance, general

jurisdiction is limited to these locations. Id. at 139 n.19.

4

Under the Full Faith and Credit Clause, U.S. Const.

Art. IV., § 1, and its implementing statute, 28 U.S.C. § 1738,

“that which has been adjudicated in one state [is] res judicata

to the same extent in every other.” Lynne Carol Fashions, Inc.

v. Cranston Print Works Co., 453 F.2d 1177, 1184 (3d Cir.

1972) (citations omitted).

10

type I is most often used in “actions to partition land, quiet title,

or foreclose mortgages.” Linda J. Silberman, Shaffer v.

Heitner: The End of an Era, 53 N.Y.U. L. Rev. 33, 39 (1978).

Also, Quasi in rem type I is distinct from in rem jurisdiction

because in rem jurisdiction determines ownership of property

as against the entire world, but a quasi in rem judgment applies

only to defined parties. Shaffer, 433 U.S. at 199 n.17 (citations

omitted). Quasi in rem type II, the form of jurisdiction SCMS

attempts to invoke here, involves the use of property not to

determine ownership but to serve as the basis for litigation of

some other dispute between the parties. Silberman, 53 N.Y.U.

L. Rev. at 39; Restatement (Second) of Judgments § 8(1)(d)

(Am. Law Inst. 1982). Under type II, the plaintiff concedes the

defendant’s ownership of the attached property and uses that

ownership as the basis for invoking jurisdiction. Shaffer, 433

U.S. at 199 n.17 (citations omitted).

In practice, quasi in rem jurisdiction type II, more

commonly known as attachment jurisdiction, greatly expanded

the reach of personal jurisdiction. Under this category, a court

can exercise jurisdiction over a designated property and can

render a judgment that affects only those interests of particular

individuals in that property. Id. As relevant here, attachment

jurisdiction is invoked to collect from the owner of the property

a debt based on a judgment rendered in a forum where that

owner was subject to personal jurisdiction. Id.; see also CME

Media Enters. B.V. v. Zelenzy, No. 01 Civ. 1733 (DC), 2001

WL 1035138, at *3 (S.D.N.Y. Sept. 10, 2001) (“[Q]uasi in rem

jurisdiction is used to attach property to collect a debt based on

a claim already adjudicated in a forum where there was

personal jurisdiction over the defendant.”). However, unlike an

in personam judgment, “[t]he effect of a judgment in [an

attachment jurisdiction] case is limited to the property that

supports jurisdiction[;] . . . [the judgment] does not impose a

11

personal liability on the property owner, since he is not before

the court.” Shaffer, 433 U.S at 199.

Thus, historically, quasi in rem jurisdiction served both

as a practical complement to in personam judgments and as a

substitute for in personam jurisdiction. For most of our

nation’s history, attachment jurisdiction allowed a creditor to

adjudicate a claim against a fleeing debtor by attaching the

property the debtor left behind. Michael B. Mushlin, The New

Quasi in Rem Jurisdiction: New York’s Revival of a Doctrine

Whose Time Has Passed, 55 Brook. L. Rev. 1059, 1066–67

(1990). Attachment jurisdiction provided to a creditor both a

forum in which to adjudicate his claims against a debtor and a

means with which to satisfy any resulting judgment. Id. For a

time, attachment jurisdiction was considered “indispensable.”

Robert Wyness Millar, Civil Procedure Of The Trial Court In

Historical Perspective 481 (1952).5 Considering that “huge

sections of the continent were underdeveloped, and

transportation and communication among its far flung parts

remained primitive,” without attachment jurisdiction, a

creditor would rarely have occasion to collect on a fleeing

debtor’s debt. Mushlin, 55. Brook. L. Rev. at 1067.

5

Professor Millar noted that, prior to Shaffer,

attachment jurisdiction “blossomed and flourished, to become

an almost indispensable constituent of our procedural

systems.” Id. See also Charles D. Drake, A Treatise On The

Law of Suits By Attachment In The United States 37 (7th ed.

1891) (quoting Pyrolusite M. Co. v. Ward, 73 Ga. 481, 492

(1884), for the proposition that “[n]o one ever dreamed that the

attachment laws of the several States authorizing attachments

against non-resident defendants, were violative of the

Constitution of the United States. Argument is unnecessary.”).

12

B.

As technology advanced and the New World became

smaller, Pennoyer’s framework began to fade. In response to

the ever-increasing situations where a defendant caused injury

in a state where in personam jurisdiction was lacking under

Pennoyer, the Court modified the territorial limits on

jurisdiction. See Shaffer, 433 U.S. at 202 (discussing the

evolution of personal jurisdiction under Pennoyer). Because

these modifications produced inefficient processes that

“absorbed much judicial energy,” id., the Court drastically

shifted the focus of in personam jurisdiction from a court’s

territorial power over a person to the person’s contacts with the

forum state, Int’l Shoe Co., 326 U.S. 310 at 316 (“[D]ue

process requires only . . . that the maintenance of the suit does

not offend traditional notions of fair play and substantial

justice.”) (internal citation and quotation marks omitted). With

respect to in personam jurisdiction, International Shoe

abandoned Pennoyer’s concern for states’ mutually exclusive

sovereignty and mandated an inquiry into “the relationship

among the defendant, the forum, and the litigation.” Shaffer,

433 U.S. at 204.

However, in the three decades after International Shoe,

“[n]o equally dramatic change . . . occurred in the law

governing jurisdiction in rem [or quasi in rem].” Id. at 205.

Despite International Shoe’s abrogation of Pennoyer with

respect to in personam jurisdiction, the traditional basis for

quasi in rem jurisdiction, including attachment jurisdiction,

persisted. Then came Shaffer. In that case, the Supreme Court

extended International Shoe to all forms of personal

jurisdiction, holding that an in rem action is consistent with the

constitutional limits of due process only if the attached

property is the subject of, or related to, the litigation. Id. at 212.

In Shaffer, Heitner, a shareholder of the Greyhound

13

Corporation, brought a derivative suit in Delaware against

Shaffer and other members of the Greyhound board of

directors. Id. at 189–90. According to Heitner, the board’s

unlawful actions subjected Greyhound to liability in a separate

antitrust suit. Id. at 190. The alleged violations, however,

occurred in Oregon, and none of the directors resided in

Delaware. Id. 190–91. The directors were haled into Delaware

court based on their ownership of stock and stock options that,

according to Delaware law, were deemed present in Delaware.

Id. at 191–94. But, as the Court noted, the “property [was] not

the subject . . . of th[e] litigation, nor [was] the underlying

cause of action related to the property.” Id. at 213. Indeed, the

property was “completely unrelated to [the] cause of action . .

. . [T]he only role played by the property [was] to provide a

basis for bringing the defendant into court.” Id. at 209.

Concerned that the persistence of traditional in rem and

quasi in rem jurisdiction undermined the theoretical basis of

International Shoe, the Shaffer Court held: “if a direct assertion

of personal jurisdiction over [a] defendant would violate the

Constitution . . . an indirect assertion of that jurisdiction should

be equally impermissible.” Id. Heitner could not have brought

in Delaware an in personam action against the defendants

because the alleged conduct did not relate to Delaware or to the

defendants’ stock ownership. To permit the exercise of quasi

in rem jurisdiction absent minimum contacts would circumvent

the reasoning of International Shoe; as Shaffer observes, “[t]he

phrase, ‘judicial jurisdiction over a thing’, is a[n] . . . elliptical

way of referring to jurisdiction over the interest of persons in a

thing.” Id. at 207 (quoting Restatement (Second) of Conflict of

Laws § 56, Introductory Note (1971)).

Thus, when “the basis for . . . jurisdiction is completely

unrelated to the plaintiff’s cause of action,” the mere presence

of property within a particular state does not, by itself, support

14

jurisdiction. Id. at 209. “The standard for determining whether

an exercise of jurisdiction over the interests of persons is

consistent with the Due Process Clause is the minimum-

contacts standard elucidated in International Shoe.” Id. at 207.

Therefore, in the context of a plenary action, Shaffer

unequivocally holds that “fair play and substantial justice”

requires a sufficient relation between the property, the cause of

action, and the forum. Id. at 211–12.

C.

Despite Shaffer’s seemingly broad and unequivocal

language, SCMS contends that Shaffer merely “introduce[s] a

narrow constitutional limit” on traditional quasi in rem

jurisdiction. Appellant’s Br. 21. SCMS argues that “Shaffer

extended International Shoe’s minimum-contacts test to

plenary actions that determine a defendant’s initial liability

. . . , but it left property-based jurisdiction in place for

summary proceedings to enforce a previously adjudicated

liability.” Id. at 23. Specifically, SCMS identifies Shaffer’s

thirty-sixth footnote as creating this exception. Webuild

responds that Shaffer establishes “a categorical rule that a

court’s exercise of quasi in rem jurisdiction is governed by the

same, well-established ‘minimum contacts’ standard as in

personam jurisdiction.” Appellee’s Br. 16. As to Shaffer’s

thirty-sixth footnote, Webuild argues that no “court of

competent jurisdiction” has determined that Webuild is liable

for Astaldi’s debt to SCMS. Appellee’s Br. at 16 (quoting

Shaffer, 433 U.S. at 210 n.36).

Although this is a question of first impression in this

15

Court,6 a few of our sister Circuits have considered the effect

of Shaffer’s thirty-sixth footnote, albeit without much

explanation. The Ninth Circuit has invoked the footnote’s

reasoning and determined that a district court can exercise

attachment jurisdiction in a post-judgment action without

regard to minimum contacts. Glencore Grain Rotterdam B.V.

v. Shivnath Rai Harnarain Co., 284 F.3d 1114, 1127 (9th Cir.

2002) (recognizing that “[c]onsiderable authority supports [the

petitioner’s] position that it can enforce the award against [the

arbitral award debtor’s] property in the forum even if the

property has no relationship to the underlying controversy

between parties”); Office Depot Inc. v. Zuccarini, 596 F.3d

696, 700 (9th Cir. 2010) (“In an action to execute on a

judgment, due process concerns are satisfied, assuming proper

notice, by the previous rendering of a judgment by a court of

competent jurisdiction.”); Cerner Middle E. Ltd. v. iCapital,

LLC, 939 F.3d 1016, 1022 (9th Cir. 2019) (holding that a

district court may exercise quasi in rem jurisdiction when “(1)

a court of competent jurisdiction rendered a judgment against

[the defendant], and (2) [the defendant] owns property in the

forum state”).

Similarly, the Second Circuit has endorsed the view that

Shaffer permits a court to exercise attachment jurisdiction to

confirm and enforce a foreign arbitral award. See Frontera Res.

Azerbaijan Corp. v. State Oil Co. of Azerbaijan Republic, 582

F.3d 393, 398 (2d Cir. 2009) (holding that the district court did

6

See Base Metal Trading Ltd. v. OJSC “Novokuznetsky

Aluminum Factory”, 47 F. App’x 73, 77–78 (3d Cir. 2002)

(declining to decide whether the mere presence of an award

debtor’s property in a forum-state is “a sufficient and

independent basis of jurisdiction” in “a proceeding to confirm

and enforce a foreign arbitration award”).

16

not err by requiring jurisdiction over the defendant’s person or

property to enforce a foreign arbitral award). We agree with

our sister Circuits. As explained below, Shaffer’s text

expressly contemplates the continued existence of attachment

jurisdiction in a post-judgment setting and that logic extends

beyond enforcing a sister state’s judgment under full faith and

credit to the enforcement of foreign judgments and foreign

arbitral awards under the New York Convention.

First, Shaffer expressly acknowledged that the Due

Process clause’s fairness requirement is less stringent in an

action to collect an already rendered judgment. Shaffer’s thirty-

sixth footnote provides the Supreme Court’s imprimatur of the

practical relationship between in personam and attachment

jurisdiction in post-judgment actions:

Once it has been determined by a court of

competent jurisdiction that the defendant is a

debtor of the plaintiff, there would seem to be no

unfairness in allowing an action to realize on that

debt in a State where the defendant has property,

whether or not that State would have jurisdiction

to determine the existence of the debt as an

original matter.

Shaffer, 433 U.S. at 210 n.36. Contemplating the enforcement

of a sister state’s judgment under the Full Faith and Credit

Clause, Shaffer’s thirty-sixth footnote embraces a rear-view

mirror approach to personal jurisdiction: if the rendering court

in one state properly exercised personal jurisdiction over the

defendant, a court in a sister state may exercise traditional

attachment jurisdiction to enforce the judgment. See Kulko v.

Superior Court, 436 U.S. 84, 95 (1978) (holding that, although

California’s assertion of personal jurisdiction over a New York

resident was unreasonable, “a New York court would clearly

17

have personal jurisdiction over [the defendant] and, if a

judgment were entered by a New York court . . . , it could

properly be enforced against him in both New York and

California”). Thus, even after Shaffer, attachment jurisdiction

persists as a complement to the enforcement of an in personam

judgment.

Resisting this conclusion, Webuild characterizes

Shaffer’s thirty-sixth footnote as “classic dicta” and argues that

neither this Court nor the Supreme Court has adopted SCMS’s

interpretation of Shaffer. Appellee’s. Br. 29. To support its

argument, Webuild invokes two cases—Rush v. Savchuk, 444

U.S. 320 (1980), and Nehemiah v. Athletics Cong. of U.S., 765

F.2d 42 (3d Cir. 1985)—each of which the District Court cited

below. Both are inapposite.

In Rush, the plaintiff brought a negligence action in

Minnesota against a non-resident defendant who injured the

plaintiff in an automobile accident that occurred in Indiana.

444 U.S. at 322. Although the defendant had no contact with

Minnesota, the defendant’s insurer conducted business in

Minnesota. Id. The plaintiff attempted to invoke the Minnesota

court’s quasi in rem jurisdiction over the defendant by

attaching the defendant’s insurance provider’s obligation to

defend and indemnify the defendant. Id. Invoking Shaffer,

Rush acknowledged that “the mere presence of property in a

State does not establish a sufficient relationship between the

owner of the property and the State to support the exercise of

jurisdiction over an unrelated action.” Id. at 328. Because,

among other reasons, the insurance policy was neither the

subject matter of the cause of action nor related to the

defendant’s negligence, the Rush Court determined that no

sufficient contacts existed between the litigation and the forum

state. Id. at 329.

Like the District Court below, Webuild reads Rush to

18

affirm that Shaffer requires minimum contacts for all quasi in

rem actions. But Rush merely interpreted Shaffer to say that a

defendant’s in-state property alone cannot “support the

exercise of jurisdiction over an unrelated cause of action.” Id.

at 328. Rather unremarkably, Rush does nothing more than

describe—and certainly does not expand—Shaffer’s basic

premise: in a plenary action brought quasi in rem to adjudicate

a liability unrelated to the in-forum property, minimum

contacts are required. Rush does not mention, much less

abrogate, Shaffer’s thirty-sixth footnote, which addresses the

jurisdictional requirements in a post-judgment action.

Similarly, Webuild invokes Nehemiah, which holds that

“the minimum contacts test [must] be used to evaluate the

existence of all claims of in rem jurisdiction.” 765 F.2d at 47.

In that case, we held that Shaffer’s “sweeping language”—that

“‘all assertions of state court jurisdiction must be evaluated

according to the standards set forth in International Shoe and

its progeny,’” id. (quoting Shaffer, 433 U.S. at 212)—rendered

unconstitutional the practice of so-called tag jurisdiction,

which establishes jurisdiction over a non-resident defendant

through in-state service, id. As SCMS notes, the Supreme

Court abrogated our holding in Nehemiah and upheld the

practice of tag jurisdiction. Burnham v. Superior Ct. of Cal.,

495 U.S. 604, 615 (1990) (plurality); see also Senju Pharm.

Co., Ltd. v. Metrics, Inc., 96 F.Supp.3d 428, 439 (D.N.J. 2015)

(recognizing that Nehemiah “was cited by the Supreme Court

in Burnham as one of the few opinions that have ‘erroneously’

found the practice of in-state service of process

unconstitutional.” (quoting Burnham, 495 U.S. at 615)). Like

Rush, Nehemiah did not involve an action brought to collect an

already rendered judgment and did not discuss Shaffer’s thirty-

sixth footnote.

In any event, the Supreme Court has cautioned litigants

19

and lower courts against “(mis)reading Shaffer as suggesting

that International Shoe discarded every traditional method for

securing personal jurisdiction that came before.” Mallory v.

Norfolk S. Ry. Co., 600 U.S. 122, 141 (2023) (plurality)

(upholding without regard to minimum contacts personal

jurisdiction over a non-resident defendant corporation that

consented to a state’s general jurisdiction as a condition of

conducting business within the state); see also Burnham, 495

U.S. at 622 (upholding without regard to minimum contacts tag

jurisdiction). After all, the crux of both International Shoe and

Shaffer is that due process requires compliance with

“traditional notions of fair play and substantial justice.” Int’l

Shoe, 326 U.S. at 316 (quoting Milliken v. Meyer, 311 U.S.

457, 463 (1940)). And according to Shaffer’s thirty-sixth

footnote, “there would seem to be no unfairness in allowing an

action to realize on [an adjudicated] debt in a State where the

defendant has property, whether or not that State would have

jurisdiction to determine the existence of the debt as an original

matter.” 433 U.S. at 210 n.36 (emphasis added).

Shaffer condemned “[t]he fiction that an assertion of

jurisdiction over property is anything but an assertion of

jurisdiction over the owner.” Id. at 212. In other words, Shaffer

recognized that in a plenary action, “quasi in rem jurisdiction,

that fictional ‘ancient form,’ and in personam jurisdiction, are

really one and the same and must be treated alike.” Burnham,

495 U.S. at 621 (discussing the holding of Shaffer). But that is

only where quasi in rem jurisdiction is invoked as a substitute,

“i.e., [as] that form of in personam jurisdiction based upon a

‘property ownership’ contact.” Id.

In a post-judgment action, attachment jurisdiction is

invoked merely to enforce an already adjudicated debt. The

exercise of this kind of jurisdiction, like the nature of the cause

of action, is fundamentally different than the exercise of in

20

personam jurisdiction in a plenary action. See Titus v. Wallick,

306 U.S. 282, 291 (1939) (holding that, because the out-of-

state judgment, rather than the underlying cause of action, is

the basis on which the judgment is sought, “the constitutional

mandate requires credit to be given to a money judgment

rendered on a civil cause of action in another state, even though

the forum would have been under no duty to entertain the suit

on which the judgment was founded”). Because the underlying

cause of action merges into a judgment, a new and limited

cause of action to collect on the judgment is created.

Consequently, no justification exists to impose International

Shoe’s litigation-relatedness requirement on a post-judgment

proceeding. Shaffer’s thirty-sixth footnote recognizes this

commonsense exception and expressly preserves attachment

jurisdiction in this limited circumstance.

Although attachment jurisdiction persists as a

complement with which to enforce an in personam judgment,

enforcing a judgment is not necessarily automatic. Under the

Full Faith and Credit Clause, a court must recognize and

enforce a sister state’s judgment only if the sister state’s court

validly exercised personal jurisdiction over the parties. In other

words, an in personam judgment rendered by a court that

lacked personal jurisdiction is not entitled to another state’s full

faith and credit. See World-Wide Volkswagen Corp. v.

Woodson, 444 U.S. 286, 291 (1980) (“A judgment rendered in

violation of due process is void in the rendering State and is

not entitled to full faith and credit elsewhere.” (citing

Pennoyer, 95 U.S. at 732–33)). Otherwise, a valid in personam

judgment rendered by a sister state is subject only to the

21

enforcing state’s bona fide procedural rules.7 See Baker ex rel.

Thomas v. Gen. Motors Corp., 522 U.S. 222, 235 (1998) (“Full

faith and credit, however, does not mean that States must adopt

the practices of other States regarding the time, manner, and

mechanisms for enforcing judgments.”).

D.

The Full Faith and Credit Clause and its implementing

statute do not apply to foreign judgments or to foreign arbitral

awards. Aetna Life Ins. Co. v. Tremblay, 223 U.S. 185, 190

(1912) (“No such right, privilege, or immunity . . . is conferred

by the Constitution or by any statute of the United States in

respect to the judgments of foreign states or nations . . . .”);

McDonald v. City of West Branch, 466 U.S. 284, 288 (1984)

(“Arbitration is not a ‘judicial proceeding’ and, therefore, §

1738 does not apply to arbitration awards.”). However, a

similar mechanism exists for both foreign judgments and

foreign arbitral awards. For example, a court will credit a

7

Congress has provided for the interdistrict registration

of federal-court judgments for recovery of money or property.

28 U.S.C. § 1963 (upon registration, the judgment “shall have

the same effect as a judgment of the district court of the district

where registered and may be enforced in like manner”). A

similar interstate registration procedure has been adopted by

most states as a result of the widespread adoption of the

Uniform Enforcement of Foreign Judgments Act, 13 U.L.A.

149 (1964). Uniform Law Commission, Enactment History,

Enforcement of Foreign Judgments Act,

https://www.uniformlaws.org/committees/community-

home?communitykey=e70884d0-db03-414d-b19a-

f617bf3e25a3 [https://perma.cc/RN72-ZFDB] (last updated

Mar. 27, 2026).

22

foreign judgment to the extent that recognition comports with

judicial comity. See Hilton v. Guyot, 159 U.S. 113, 202–03

(1895).8

More than a century ago, the Supreme Court

recognized:

[Once] there has been opportunity for a full and

fair trial abroad before a court of competent

jurisdiction, conducting the trial upon regular

proceedings, after due citation or voluntary

appearance of the defendant, and under a system

of jurisprudence likely to secure an impartial

administration of justice between the citizens of

its own country and those of other countries, and

there is nothing to show either prejudice in the

court, or in the system of laws under which it was

sitting . . . or any other special reason why the

comity of this nation should not allow it full

effect, the merits of the case should not . . . be

tried afresh . . . .

Id. Guided by this principle, state legislatures across the United

States have enacted legislation to enable the recognition and

8

The Supreme Court has said that comity determines

“[t]he extent to which the law of one nation . . . shall be allowed

to operate within the dominion of another nation.” Hilton v.

Guyot, 159 U.S. 113, 163 (1895).

23

enforcement of foreign judgments.9 Although courts are “quite

liberal in their recognition and enforcement of foreign

judgments,” Ronald A. Brand, Recognition and Enforcement

of Foreign Judgments at 2 (Fed. Judicial Center April 2012),10

a defendant may challenge the recognition and enforcement of

a foreign judgment if the foreign court rendered the judgment

under conditions that fail to satisfy basic requirements of due

process, see, e.g., Uniform Foreign Money-Judgments

Recognition Act § 4(a)(1) (1962) (UFMJRA 1962); Uniform

Foreign-Country Money Judgments Recognition Act § 4(b)(1)

(2005) (UFMJRA 2005); Restatement (Third) Foreign

Relations Law § 482(1)(a) (1986).

As with a judgment rendered by a sister state, if the

rendering court lacked personal jurisdiction, the defendant may

challenge the enforcement of the judgment in the enforcing

court. UFMJRA 1962 § 4(a)(2); UFMJRA 2005 § 4(b)(2);

Restatement (Third) Foreign Relations Law § 482(1)(b). In

9

In 2005, the National Conference of Commissioners

on Uniform State Laws completed the 2005 Uniform Foreign-

Country Money Judgments Recognition Act, which is an

updated version of the 1962 Uniform Foreign-Money

Judgments Recognition Act. According to the Uniform Law

Commission, thirty-nine jurisdictions have adopted at least one

version. Uniform Law Commissioners, Enactment History,

Uniform Foreign-Country Money Judgments Recognition Act,

https://www.uniformlaws.org/committees/community-

home?communitykey=ae280c30-094a-4d8f-b722-

8dcd614a8f3e [https://perma.cc/82T6-4EVP] (last updated

Mar. 27, 2026).

10

Available at

https://www.fjc.gov/sites/default/files/2012/BrandEnforce.pdf

[https://perma.cc/PE58-HV75] (last visited Mar. 26, 2026).

24

other words, the enforcement of foreign judgments in the

United States complies with the constitutional requirements of

due process in the same way that domestic counterparts do. For

that reason, other courts have not limited the logic of Shaffer’s

thirty-sixth footnote to the enforcement of a sister state

judgment under full faith and credit; if a foreign court properly

exercised personal jurisdiction over a defendant, an enforcing

court can exercise attachment jurisdiction over a defendant’s

assets to enforce a foreign judgment. See, e.g., Pure Fishing,

Inc, v. Silver Star Co., 202 F. Supp. 2d 905, 912 & n.3 (N.D.

Iowa 2002) (holding that a court may recognize and enforce a

foreign judgment against a judgment-debtor’s property located

in the state in the same manner that it would a judgment of a

sister state); Electrolines, Inc. v. Prudential Assurance Co.,

677 N.W.2d 874, 885 (Mich. App. 2003) (same).11

11

Other jurisdictions have gone even further and held

that neither minimum contacts nor the presence of in-forum

assets is necessary for a court to confirm a foreign arbitral

award. Lenchyshyn v. Pelko Elec., Inc., 723 N.Y.S.2d 285, 286

(N.Y. App. Div. 2001) (holding that “the judgment debtor need

not be subject to personal jurisdiction in New York” and that

the Due Process Clause does not require “that the New York

Court have a jurisdictional basis for proceeding against [the]

judgment debtor”); Haaksman v. Diamond Offshore

(Bermuda), Ltd., 260 S.W.3d 476, 481 (Tex. App. 2008)

(holding that “even if a judgment debtor does not currently

have property in Texas, a judgment creditor should be allowed

the opportunity to obtain recognition of his foreign-money

judgment and later pursue enforcement if or when the

judgment debtor appears to be maintaining assets in Texas”).

25

E.

This begs the question: why should a court treat the

enforcement of foreign judgments differently than the

confirmation and enforcement of foreign arbitral awards? We

do not find a principled reason to do so. Both the logic and

spirit of Hilton and Shaffer’s thirty-sixth footnote extend to the

recognition and enforcement of a foreign arbitral award.12

First, the procedure to enforce a foreign arbitral award

guarantees the protection of an award debtor’s due process

rights. Of course, as mentioned above, arbitral awards are not

subject to the Full Faith and Credit Clause and its

implementing statute, which apply only to “judicial

proceedings.” See McDonald, 466 U.S. at 287 (citation

omitted). Because an “[a]rbitration is not a ‘judicial

proceeding’ . . . [,] § 1738 does not apply to arbitration

awards.” Id. at 288. And unlike a foreign or domestic

judgement, an arbitral award is not rendered by a judge.13

To the extent that these decisions hold that no

jurisdiction whatever is required to enforce a foreign

judgement (or arbitral award), they are constitutionally

suspect, and we do not endorse them. Neither the New York

Convention nor its implementing legislation removed the

district courts’ obligation to find personal jurisdiction over the

defendant or its property in suits brought to confirm and

enforce arbitral awards.

12

Because the controversy before us concerns only a

foreign arbitral award, nothing in this opinion should be

construed as necessarily applying to the enforcement of a

domestic arbitral award.

13

The Supreme Court has recognized at least one

difference between an arbitrator and a judge:

26

Notwithstanding this fact, arbitrators resolve disputes.

Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473

U.S. 614, 626 (1985) (“By agreeing to arbitrate a . . . claim, a

party does not forgo . . . [its] substantive rights . . . ; it only

submits to their resolution in an arbitral, rather than a judicial,

forum.”). An arbitration can provide just as fair a procedure as

any judicial proceeding:

[S]hort of authorizing trial by battle or ordeal or,

more doubtfully, by panel of three monkeys,

parties can stipulate to whatever procedures they

want to govern the arbitration of their disputes;

parties are as free to specify idiosyncratic terms

of arbitration as they are to specify any other

terms in their contract.

Baravati v. Josephthal, Lyon & Ross, Inc., 28 F.3d 704, 709

(7th Cir. 1994). If the parties agree to the terms of an arbitral

clause, an arbitral award that results from arbitration is almost

certainly fair.

This fairness is guaranteed by procedure. First, a party

that agrees to arbitration consents to the jurisdiction of the

arbitral tribunal and, to the extent that an arbitral award debtor

[A]rbitrators cannot sever all their ties with the

business world, since they are not expected to get

all their income from their work deciding cases.

. . . [W]e should . . . be even more scrupulous to

safeguard the impartiality of arbitrators than

judges, since the former have completely free

rein to decide the law as well as the facts and are

not subject to appellate review.

Commonwealth Coatings Corp. v. Cont’l Cas. Co., 393 U.S.

145, 148–49 (1968).

27

resists recognition and enforcement to avoid confirmation, the

debtor may furnish proof of one of the five affirmative

defenses, including that the arbitration agreement is invalid

“under the law of the country where the award was made.”14

New York Convention, art. V(1)(a). As when a defendant

resists the enforcement of a foreign or domestic judgment, the

New York Convention and its implementing legislation ensure

that the arbitral award debtor’s due process rights are

protected.

Second, beyond adjudicating the narrow defenses

described above, a court that confirms and enforces a foreign

arbitral award has a very limited role. As with enforcement

actions brought under the Full Faith and Credit Clause,

petitions under the FAA to confirm foreign arbitral awards

result in “summary proceedings that do not require [a] district

court to carry on a formal judicial proceeding.” Jiangsu Beier

Decoration Materials Co. v. Angle World LLC, 52 F.4th 554,

560 (3d Cir. 2022) (internal citation omitted; alteration in

original). And “[b]y [requiring only] a truncated summary

proceeding, the FAA directs district courts to give their

imprimatur to arbitration awards by converting them into

enforceable judgments.” Teamsters Loc. 177 v. United Parcel

Serv., 966 F.3d 245, 255 (3d Cir. 2020).

Only a summary proceeding is required because, like a

judgment rendered by the court of a sister state, an

unconfirmed arbitral award is the source of a new cause of

action that is res judicata. Florasynth, Inc. v. Pickholz, 750

F.2d 171, 176 (2d Cir. 1984) (explaining that confirmation of

an award is “a summary proceeding that merely makes what is

14

A court may also reject a petition if recognition or

enforcement of the award would be contrary to domestic public

policy. New York Convention, art. V(2)(b).

28

already a final arbitration award a judgment of the court”);

Lynne Carol Fashions, Inc. v. Cranston Print Works, Co., 453

F.2d 1177, 1179 (3d Cir. 1972) (“[R]es judicata . . . operates to

destroy causes of action by merger or bar”). This preclusive

effect, although less forceful in this context, mirrors that of a

domestic judgment and illustrates why attachment jurisdiction

persists as a complement to, rather than a substitute for, in

personam jurisdiction. And the fact that SCMS brings this

proceeding to confirm and enforce a foreign arbitral award,

rather than to adjudicate the underlying merits, “rightly colors

our analysis.” Telcordia Tech Inc. v. Telkom SA Ltd., 458 F.3d

172, 178 (3d Cir. 2006).

Finally, through the adoption and implementation of the

New York Convention, Congress has unmistakably recognized

an “emphatic federal policy in favor of arbitral dispute

resolution” that applies “with special force in the field of

international commerce” and that endorses “the efficacy of

arbitral procedures for the resolution of international

commercial disputes.” Mitsubishi Motors, 473 U.S. at 631.

Like the Full Faith and Credit Clause and its implementing

statute that apply to the enforcement of a sister state judgment,

and like the several state laws that apply to the enforcement of

foreign judgments, the New York Convention imposes on

United States courts an obligation to “recognize arbitral awards

as binding and [to] enforce them.” New York Convention, art.

III; 9 U.S.C. § 201 (providing that foreign arbitral awards

rendered under the New York Convention “shall be enforced

in United States courts”). Congress has enacted for foreign

arbitral awards an enforcement scheme that closely resembles

the Full Faith and Credit Clause and to which the logic of

Shaffer’s thirty-sixth footnote comfortably extends.

Afterall, the concern that undergirds Shaffer’s thirty-

sixth footnote is that “a wrongdoer should not be able to avoid

29

payment of his obligations by the expedient of removing his

assets to a place where he is not subject to an in personam suit.”

Shaffer, 433 U.S. at 210 (internal quotation marks omitted).

This justification is no less relevant in permitting a court to

enforce a previously rendered foreign arbitral award as it is in

authorizing enforcement of a previously rendered judicial

judgment. Holding otherwise would allow arbitral debtors to

deliberately locate assets where courts would lack personal

jurisdiction over them—an outcome that does not comport

with “fair play” or “substantial justice.” Int’l Shoe, 326 U.S. at

316. Consequently, we join several other courts in holding that

the logic of Shaffer’s thirty-sixth footnote extends to an action

to confirm and enforce an arbitral award under the New York

Convention.15 See, e.g., Crescendo Mar. Co. v. Bank of

Commc’ns Co., No. 15 CIV. 4481 (JFK), 2016 WL 750351, at

*5 (S.D.N.Y. Feb. 22, 2016) (discussing Shaffer in the context

of confirming a foreign arbitral award and determining that

“[a]lthough the Shaffer Court was referring to the enforcement

of sister-state judgments under the Full Faith and Credit Clause

of the Constitution, the same reasoning applies here”); Swiss

Marine Servs. S.A. v. Louis Dreyfus Energy Servs. L.P., 598 F.

Supp. 2d 414, 420 n.5 (S.D.N.Y. 2008) (“This Court believes

that the Shaffer rational [as articulated in its thirty-sixth

footnote] would apply with equal force to the enforcement of

foreign arbitral awards.”). Without regard to minimum

contacts, a district court can exercise traditional attachment

jurisdiction to enforce a foreign arbitral award. See CME

Media Enters., 2001 WL 1035138, at *3 (“Minimum contacts

are not required because an arbitration panel with personal

jurisdiction over [the defendant] has already adjudicated [the

15

Indeed, counsel for Webuild essentially recognized as

much at oral argument. Oral Arg. Tr. At 20:8–16.

30

petitioner]’s claims against [the defendant] and determined that

he is a debtor of [the petitioner]; the purpose of the instant

proceeding is to collect on that debt.”). In other words, a court

can exercise attachment jurisdiction based on the mere

presence within the forum of an arbitral-award debtor’s

property, and the property does not need any relation to the

underlying cause of action.

IV.

Shaffer’s thirty-sixth footnote does not preclude the

District Court from determining whether Webuild is Astaldi’s

successor in interest (and thus, the arbitral award debtor). The

District Court, assuming that Shaffer’s thirty-sixth footnote

creates an exception permitting a court to exercise traditional

attachment jurisdiction in a post-judgment action, alternatively

held that “[b]ecause [SCMS] has not asked me to recognize, let

alone enforce, in this action a determination by a court of

competent jurisdiction that Webuild is its debtor . . . such an

exception would not apply here.” Sociedad, 2024 WL

4333144, at *2. But, as we have now held, Shaffer’s thirty-

sixth footnote applies to enforcement of foreign arbitral

awards, not just court judgments. And nothing in Shaffer’s

thirty-sixth footnote precludes the District Court from

determining whether Webuild assumed Astaldi’s obligation

under the award. SCMS brought this action and alleged that

Webuild is Astaldi’s successor in interest. In turn, Webuild

raised as an affirmative defense that the District Court lacked

personal jurisdiction. Once this defense is raised, the District

Court must first determine whether the defense is meritorious,

which includes considering evidence on the subject. United

States v. Ruiz, 536 U.S. 622, 628 (2002) (“[A] federal court

always has jurisdiction to determine its own jurisdiction.”). If

the District Court determines that Webuild is Astaldi’s

successor in interest, then a “court of competent jurisdiction”

31

will have determined that “the defendant is a debtor of the

plaintiff.” Shaffer, 433 U.S. at 210 n.36.

The District Court has both the power and the obligation

to determine whether Webuild is Astaldi’s successor in

interest. First, “federal courts have a ‘virtually unflagging

obligation’ to exercise jurisdiction” where it exists. Rarick v.

Federated Serv. Ins. Co., 852 F.3d 223, 227 (3d Cir. 2017)

(quoting Colo. River Water Conservation Dist. v. United

States, 424 U.S. 800, 817 (1976)). A court must determine

disputed jurisdictional facts, and this obligation extends as far

as “conduct[ing] a plenary trial on the contested facts,” if

necessary, “prior to making a jurisdictional determination.”

Schuchardt v. President of the U.S., 839 F.3d 336, 343 (3d Cir.

2016) (quoting Gould Elecs. v. United States, 220 F.3d 169,

177 (3d Cir. 2000)). Considering these principles together,

because the District Court’s jurisdiction depends on whether

Webuild is Astaldi’s successor in interest, the District Court

has the power and the obligation to decide this question,

regardless of how complex it may be.

Because the arbitrator already resolved the underlying

controversy—SCMS’s breach of contract claims against

Astaldi—the only question left for the District Court to

determine is whether Webuild is Astaldi’s successor in interest.

To the extent that Webuild characterizes this issue as a merits

question, it makes no difference. The obligation to determine

jurisdiction remains, even when the “merits and

jurisdiction . . . come intertwined.” Bolivarian Republic of

Venezuela v. Helmerich & Payne Int’l Drilling Co., 581 U.S.

170, 178 (2017). Successor jurisdiction applies in all

jurisdictional contexts, including to a case where jurisdiction

depends on minimum contacts and a case (like this one) where

minimum contacts are not required. In re Nazi Era Cases

Against German Defendants Litig., 153 F. App’x 819, 824 (3d

32

Cir. 2005) (minimum contacts); Patin v. Thoroughbred Power

Boats Inc., 294 F.3d 640, 649–55 (5th Cir. 2002) (waiver);

Bunge S.A. v. Pac. Gulf Shipping (Singapore) Pte. Ltd., No.

3:19-CV-00491-SB, 2020 WL 1528250, at *2 (D. Or. Mar. 31,

2020) (quasi in rem); cf. Transfield ER Cape Ltd. v. Indus.

Carriers, Inc., 571 F.3d 221, 224 (2d Cir. 2009) (“general alter

ego principles . . . in the context of maritime attachments”);

NYKCool A.B. v. Pac. Int’l Servs., Inc., No. 12 CIV. 5754 LAK

AJP, 2013 WL 6799973, at *10 (S.D.N.Y. Dec. 20, 2013)

(finding general jurisdiction over the alter ego and/or successor

in interest of judgment debtor that does business in the forum

state). And the District Court may exercise personal

jurisdiction over a successor in interest even if it would have

lacked personal jurisdiction over the predecessor. See, e.g.,

Gorton v. Air & Liquid Sys. Corp., 303 F. Supp. 3d 278, 301

(M.D. Pa. 2018); In re DES Cases, 789 F. Supp. 552, 591

(E.D.N.Y. 1992). By failing to first determine whether

Webuild is Astaldi’s successor in interest, the District Court

erred.

We decline SCMS’s invitation to decide on appeal for

the first time the complex, heavily factual successor-in-interest

question. “When a district court has failed to reach a question

below that becomes critical when reviewed on appeal, an

appellate court may sometimes resolve the issue on appeal

rather than remand to the district court.” Hudson United Bank

v. LiTenda Mortg. Corp., 142 F.3d 151, 159 (3d Cir. 1998).

Generally, this procedure is “appropriate when the factual

record is developed” and the issue is purely legal. Id. Here, the

factual record is developed but not in the manner that Hudson

contemplates. This record is “developed” in the sense that it is

enormous: the parties submitted more than 150 pages of briefs

and expert declarations, along with hundreds of pages of

exhibits, devoted solely to whether Webuild assumed liability

33

for the award. App. 41–362, 367–844. However, Webuild’s

status as successor in interest likely requires delving into

several underlying complexities, including whether Delaware

or Italian law applies, the relation between the Italian

Concordata and the Chilean arbitration, and the niceties of a

multi-billion-dollar two-step merger and spin-off transaction

that occurred in Italy. Therefore, the District Court should

resolve this question in the first instance. See Gov’t of Virgin

Islands v. Martinez, 780 F.2d 302, 310 (3d Cir. 1985) (“It is

not our role to find facts and resolve factual issues at the

appellate level.”).

V.

For these reasons, we will vacate the District Court’s

dismissal for lack of personal jurisdiction and remand to the

District Court to determine whether Webuild is Astaldi’s

successor in interest and to conduct any other proceedings

consistent with this opinion.

34