Petition for Writ of Certiorari — Euclides Bartolome Bugliotti, et al., Petitioners v. Republic of Argentina

No.

In the

Supreme Court of the United States

EUCLIDES BARTOLOME BUGLIOTTI,

MARIA CRISTINA DE BIASI, ROXANA INES ROJAS,

DENISE LAURET, MARIA CARLA GONANO,

Petitioners,

v.

THE REPUBLIC OF ARGENTINA,

Respondent.

On Petition for a Writ of Certiorari to the

United States Court of A ppeals for the Second Circuit

SUPPLEMENTAL APPENDIX

Michael C. Spencer

Counsel of Record

100 Garden City Plaza,

Suite 500

Garden City, NY 11530

(212) 594-5300

mspencer@milberg.com

Counsel for Petitioners

394657

(800) 274-3321 • (800) 359-6859

i

TABLE OF APPENDICES

Page

A P P E N DI X A — O P I N ION O F T H E

UNITED STATES COURT OF APPEALS

FOR THE SECOND CIRCUIT, FILED

MARCH 9, 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1a

1a

Appendix

A

APPENDIX A — OPINION

OF THE

UNITED STATES

COURT OF APPEALS FOR THE SECOND CIRCUIT,

FILED MARCH 9, 2026

IN THE UNITED STATES COURT OF APPEALS

FOR THE SECOND CIRCUIT

August Term, 2025

No. 24-2950

EUCLIDES BARTOLOME BUGLIOTTI, MARIA

CRISTINA DE BIASI, ROXANA INES ROJAS,

DENISE LAURET, MARIA CARLA GONANO,

Plaintiffs-Appellants,

v.

THE REPUBLIC OF ARGENTINA,

Defendant-Appellee.*

On Appeal from a Judgment of the United States

District Court for the Southern District of New York

A rgued: September 17, 2025

Decided: M arch 9, 2026

Before: Chin, Nardini, and K ahn, Circuit Judges.

* The Clerk of Court is respectfully directed to amend the

caption as set forth above.

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Appendix A

Plaintiffs-Appellants are bondholders who sued the

Republic of Argentina to recover principal payments

owed on defaulted sovereign bonds. The bondholders

had brought a previous action against the Republic in the

United States District Court for the Southern District

of New York (Loretta A. Preska, District Judge), which

dismissed their claims for a variety of reasons—primarily

based on the bondholders’ lack of authority to sue on the

bonds under Argentine law—and we ultimately affirmed.

The bondholders then obtained authorization from an

Argentine court to sue to enforce the bonds and filed

another complaint in New York. The district court again

dismissed the complaint, on two grounds. First, the

district court held that all of the bondholders’ claims were

barred under New York’s six-year statute of limitations

for contract claims. According to the court, N.Y. C.P.L.R.

§ 205(a), a “savings statute” that permits an action to

be re-filed within six months after its dismissal, did not

preserve the bondholders’ claims because their prior

suit had been dismissed for lack of personal jurisdiction.

Nor could the bondholders invoke the tolling provisions

in executive orders issued by the Governor of New York

during the COVID pandemic, because they had failed

to demonstrate equitable entitlement to such tolling.

Second, the district court held that the bondholders

were collaterally estopped from relitigating issues that

had formed the basis of the district court’s previous

dismissal. On appeal, we agree with the district court

that § 205(a) does not apply, but we hold that New York’s

COVID-era tolling provisions do not require any showing

of equitable entitlement. Accordingly, some (but not all) of

the bondholders’ claims are timely. We further hold that

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Appendix A

collateral estoppel does not bar the bondholders from

relitigating certain questions that we did not reach in

our previous affirmance of the district court’s dismissal;

and that under Argentine law, the bondholders now have

authority to sue on the bonds. Accordingly, we AFFIRM

IN PART and VACATE IN PART the judgment of the

district court and REMAND for further proceedings.

William J. Nardini, Circuit Judge:

This appeal is the latest chapter in the long-running

saga of creditors trying to recover over $35 million in

defaulted principal payments on Argentine sovereign

bonds. The Plaintiffs-Appellants (the “Bondholders”)1 had

brought a previous action against the Defendant-Appellee,

the Republic of Argentina (the “Republic”), in the United

States District Court for the Southern District of New

York (Loretta A. Preska, District Judge). The district

court dismissed those claims for a variety of reasons—

primarily based on the Bondholders’ lack of authority to

sue on the bonds under Argentine law—and we ultimately

affirmed. The Bondholders then obtained authorization

from an Argentine court to sue to enforce the bonds and

filed another complaint in New York.

The district court again dismissed the complaint, on

two grounds. First, the district court held that all of the

Bondholders’ claims were barred under New York’s six1. As discussed in more detail below, the bonds were acquired

by the current Plaintiffs-Appellants or their predecessors in

interest. For convenience, we will refer to them collectively as

the “Bondholders.”

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Appendix A

year statute of limitations for contract claims. According

to the court, N.Y. C.P.L.R. § 205(a), a “savings statute”

that permits an action to be re-filed within six months

after its dismissal, did not preserve the Bondholders’

claims because their prior suit had been dismissed for

lack of personal jurisdiction. Nor could the Bondholders

invoke the tolling provisions in executive orders issued by

the Governor of New York during the COVID pandemic,

because the Bondholders had failed to demonstrate

equitable entitlement to such tolling. Second, the district

court held that the Bondholders were collaterally estopped

from relitigating issues that had formed the basis of the

district court’s previous dismissal.

On appeal, we agree with the district court that

§ 205(a) does not apply, but we hold that New York’s

COVID-era tolling provisions do not require any showing

of equitable entitlement. Accordingly, some (but not all) of

the Bondholders’ claims are timely. We further hold that

collateral estoppel does not bar the Bondholders from

relitigating certain questions that we did not reach in

our previous affirmance of the district court’s dismissal;

and that under Argentine law, the Bondholders now have

authority to sue on the bonds. Accordingly, we AFFIRM

IN PART and VACATE IN PART the judgment of the

district court and REMAND for further proceedings.

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Appendix A

I.

Background

Over a span of time, the Bondholders2 in this case

acquired $35,818,000 worth of bonds issued by the

Republic. Their holdings include bonds from two different

series: $30,299,000 of “GD65 Bonds” and $5,519,000 of

“AR16 Bonds.” The GD65 Bonds had a maturity date of

February 21, 2012, and the AR16 Bonds had a maturity

date of January 30, 2017. The Republic issued both sets

of bonds pursuant to a “Fiscal Agency Agreement” dated

October 19, 1994 (the “FAA” and bonds thereunder the

“FAA Bonds”). The FAA contained a number of provisions

that made the Republic amenable to suit in New York

for disputes over the FAA Bonds, including a consent

to jurisdiction in “any action arising out of or based on

the Securities or this Agreement by the holder of any

Security” in “any state or federal court in The City of New

York” and appointment of a registered agent for service

in New York. Joint App’x at 68. The Republic also waived

“any immunity from the jurisdiction of any such court to

2. Plaintiffs-Appellants in this case are Euclides Bartolomé

Bugliotti, Maria Cristina de Biasi, Roxana Inés Rojas, Denise

Lauret, and Maria Carla Gonano. Bugliotti and non-party Hugo

Lauret were business partners who sold a large wholesale business

in 1998 and decided to invest part of the proceeds in Argentine

bonds. Bugliotti and his wife, de Biasi, purchased $27,252,000

of GD65 Bonds and $5,511,000 of AR16 Bonds. Hugo Lauret

purchased $3,047,000 of GD65 Bonds and $8,000 of AR16 Bonds,

which passed to his three heirs—Rojas, Lauret, and B.L.G., a

minor—following his death in January 2015. Plaintiffs-Appellants

Rojas, Lauret, and Gonano (appearing on behalf of her son, B.L.G.)

presently maintain interests in the Bonds purchased by Hugo

Lauret.

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Appendix A

which it might otherwise be entitled in any action arising

out of or based on the Securities or this Agreement by the

holder of any Security.” Id. at 69.

In August 2001, as the Republic was approaching

another debt crisis, it launched a “Tax Credit Program”

under Presidential Decree Number 1005/2001. Under

this program, bondholders could deposit their FAA

Bonds in trust with an Argentine clearing system, Caja

de Valores S.A. (“Caja”). In exchange for their FAA

bonds, participants would receive two different types

of certificates. One set, called “custody certificates”

(“Certificados de Custodia,” or “CCs”), corresponded to

the principal value of their bonds and would be payable

on the bonds’ maturity date. The other set, called “tax

credit certificates” (“Certificados de Crédito Fiscal,” or

“CCFs”), corresponded to the value of outstanding interest

payments. If the Republic missed an interest payment, the

Bondholders could exchange a CCF to get an Argentine

tax credit equal in value to the unpaid interest.

In November 2001, the Bondholders opted into the

Tax Credit Program. They deposited their FAA Bonds in

trust with Caja, and received CCs and CCFs corresponding

in value to the principal and interest payable on the

Bonds. The rights and obligations of the parties to these

trusts were memorialized in identical Trust Agreements

(the “Trust Agreements”), with the Bondholders as the

“Principal” or “Trustor” and Caja as the “Trustee.”

Section 2.1 of these Agreements provides that the trusts

“shall be governed by . . . Law 24[,]441” of Argentina,

which in turn states that “[t]he trustee has standing to

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Appendix A

exercise all actions necessary to defend the trust assets,

both against third parties and against the beneficiary.”

Joint App’x 77, 100, 462. Section 16 also contains the

following arbitration clause:

For all purposes of this Agreement, the Parties

agree to resolve their disputes through an

arbitration procedure, for which purpose they

submit to the Permanent Arbitration Tribunal

of the Buenos Aires Stock Exchange and the

application of its regulations, waiving any other

jurisdiction that may correspond to them.

Id. at 105.

On December 24, 2001, the Republic declared a

moratorium on paying both principal and interest on

sovereign debt and stopped making payments on the FAA

Bonds. Because the Bondholders had enrolled in the Tax

Credit Program, they exchanged their outstanding CCFs

for tax credits in place of the unpaid interest until their

FAA Bonds matured on February 21, 2012, and January

30, 2017. But when the FAA Bonds reached their maturity

dates, the Republic failed to pay out the out-standing

principal value represented by the CCs.

The Bondholders then embarked on a long series

of legal proceedings to compel the Republic to pay the

principal on the FAA Bonds.

After initial litigation in Argentine courts proved

unsuccessful, the Bondholders—like many other investors

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Appendix A

in Argentine sovereign debt before them—turned to the

federal courts in New York. On December 20, 2017, the

Bondholders sued the Republic for non-payment of the

FAA Bonds in the United States District Court for the

Southern District of New York. The Bondholders relied on

the FAA’s consent to jurisdiction in New York and waiver

of sovereign immunity to establish both personal and

subject matter jurisdiction. Shortly before bringing suit,

the Bondholders and Caja also entered into a certification

recognizing that the Bondholders would sue to recover on

the FAA Bonds in New York and that Caja would not be

responsible for pursuing this action.

On January 15, 2019, the district court dismissed the

Bondholders’ complaint. The court concluded that once the

Bondholders deposited the FAA Bonds with the trustee

pursuant to the Tax Credit Program and received CCs and

CCFs in exchange, it was the trustee—that is, Caja—that

now owned the bonds. Absent an ownership interest in the

FAA Bonds, the Bondholders themselves could not invoke

the FAA’s provisions on sovereign immunity, service,

and jurisdiction that would allow the suit against the

Republic to go forward in New York. Bugliotti v. Republic

of Argentina (“Bugliotti I”), No. 17-CV-9934 (LAP), 2019

WL 586091, at *3-*4 (S.D.N.Y. Jan. 15, 2019).

On appeal, this Court affirmed in part, vacated in

part, and remanded. Bugliotti v. Republic of Argentina

(“Bugliotti II”), 952 F.3d 410, 415 (2d Cir. 2020). As

relevant here, we held that the operative question was

not who owned the FAA Bonds, but whether Argentine

law authorized the Bondholders to bring suit to enforce

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Appendix A

them and therefore to invoke the jurisdictional provisions

contained in the FAA. Id. at 411, 413.

On remand, the district court again dismissed

the Bondholders’ complaint. Bugliotti v. Republic of

Argentina (“Bugliotti III”), No. 17-CV-9934 (LAP), 2021

WL 1225971, at *9 (S.D.N.Y. Mar. 31, 2021). Looking

to Argentine trust law, the district court concluded

that Caja had the exclusive right to sue to enforce the

FAA Bonds and that it had not conferred this right on

the Bondholders. Id. at *7-*8. The district court also

concluded that Argentine law required the FAA Bonds

“to be reassembled before being enforced.” Id. at *8. That

is, the Bondholders had to return the unredeemed CCs

(the certificates for principal payments) to the trust, and

to deposit into the trust an amount of money equivalent

to the tax credits that the Bondholders had received

pursuant to the CCFs. However, the court also discussed a

potential “alternative remedy” to reassembly: “obtaining

authorization from the [Argentine] judge to exercise an

action instead of the trustee.” Id. at *9.

The Bondholders appealed, and we affirmed. Bugliotti

v. Republic of Argentina (“Bugliotti IV”), 67 F.4th 102,

107 (2d Cir. 2023). We explained:

[E]ven if we assume arguendo that Caja had the

authority to delegate its enforcement right to

[the Bondholders], and that [the Bondholders]

were not required to first reassemble the bonds

before bringing this action, we still cannot find

that [the Bondholders] are entitled to bring suit

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to recover the bonds under Argentine law, since

there is no evidence that Caja ever made such

a delegation.

Id. at 106.

Following this Court’s decision, the Bondholders

sought authorization from Commercial Court No. 9 in

Buenos Aires, Argentina (the “Commercial Court”) for

their American lawsuit. Caja participated in the hearing

and did not object to the Bondholders’ application. On

June 21 and July 12, 2023, the Commercial Court entered

orders authorizing the Bondholders to “exercise and/

or continue the relevant actions and all necessary acts

for that purpose . . . in order to sue the issuer for the

collection of the bonds or public securities that constitute

the underlying assets of the mentioned trusts and their

accessories[.]” Joint App’x at 43-44, 55.

With the Commercial Court’s authorization in hand,

the Bondholders refiled their complaint in the Southern

District of New York on July 28, 2023.

For a third time, the district court dismissed

the Bondholders’ complaint. Bugliotti v. Republic of

Argentina (“Bugliotti V”), No. 23-CV-6588 (LAP), 2024

WL 4349273, at *8 (S.D.N.Y. Sept. 30, 2024). The district

court concluded that the Bondholders’ new action was

time-barred by the six-year statute of limitations for

contract claims under N.Y. C.P.L.R. § 213(2). According

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Appendix A

to the court, N.Y. C.P.L.R. § 205(a), a “savings statute”

under New York law that permits an action to be re-filed

within six months after its dismissal, did not save the

Bondholders’ claims because their prior suit had been

dismissed for lack of personal jurisdiction. Nor could the

Bondholders invoke the tolling provisions in executive

orders issued by the Governor of New York during the

COVID pandemic, because they had failed to demonstrate

equitable entitlement to such tolling. The district court

further held that, even if the claims were timely, the

Bondholders were collaterally estopped from relitigating

issues of jurisdiction, including whether reassembly was

required, which had formed the basis of the district court’s

previous dismissal in Bugliotti III.

This appeal followed.

II. Standard of Review

This Court reviews de novo a district court’s grant

of a motion to dismiss, accepting the allegations in the

complaint as true and drawing all reasonable inference in

favor of the plaintiff. United States v. EZ Lynk, SEZC, 149

F.4th 190, 198 (2d Cir. 2025). It similarly reviews de novo

both conclusions of law regarding jurisdiction under the

Foreign Sovereign Immunities Act (“FSIA”), 28 U.S.C.

§ 1602 et seq., and determinations of foreign law. Harvey

v. Permanent Mission of Republic of Sierra Leone to

United Nations, 97 F.4th 70, 76 (2d Cir. 2024) (FSIA);

Branch of Citibank, N.A. v. De Nevares, 74 F.4th 8, 14 (2d

Cir. 2023) (foreign law).

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III. Discussion

This appeal raises several principal issues. As

a threshold matter, we must determine whether the

Bondholders’ claims are time-barred, in light of New

York’s “savings statute,” N.Y. C.P.L.R. § 205(a), as well

as COVID-era executive orders issued by the Governor

of New York. To the extent the claims are not barred

by the statute of limitations, we consider whether the

Bondholders are collaterally estopped from relitigating

whether Argentine law authorizes them to sue on the

FAA Bonds (and therefore to establish jurisdiction in the

district court). If collateral estoppel does not bar their

arguments, we then address (a) whether the Bondholders’

failure to reassemble their FAA Bonds bars this suit;

and (b) if not, whether the Bondholders nevertheless

lack authority to enforce the FAA Bonds because the

Commercial Court’s authorization was ineffective. We

consider each issue in turn.

A.

Statute of Limitations

Under New York law, claims for breach of contract are

subject to a six-year statute of limitations. N.Y. C.P.L.R.

§ 213(2). 3 The Bondholders filed this action on July 28,

2023, more than six years after both the AR16 and GD65

3. The FA A provides that New York law governs the

Agreement. The parties also agree that the Bondholders’ claims

are subject to New York’s six-year statute of limitations on contract

claims.

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Bonds matured.4 The Bondholders argue, however, that

the limitations period on their claims has not run because

of New York’s “savings statute,” N.Y. C.P.L.R. § 205(a),

which—subject to certain conditions—lets plaintiffs refile an action within six months after its dismissal. This

argument, if valid, would render timely the Bondholders’

claims on all their Bonds because the Bondholders

initiated their prior suit on December 20, 2017, before the

statute of limitations on either the AR16 or GD65 Bonds

expired. In the alternative, the Bondholders argue that the

limitations period on their claims was tolled for 228 days

by the COVID Orders. This latter argument, if correct,

would save the Bondholders’ claims for recovery on the

AR16 Bonds. But it would not preserve their claims on

the GD65 Bonds, because the limitations period for those

expired in February 2018, long before the COVID Orders

were in place.

1.

N.Y. C.P.L.R. § 205(a)

Under N.Y. C.P.L.R. § 205(a), “[i]f an action is timely

commenced and is terminated . . . the plaintiff . . . may

commence a new action upon the same transaction or

occurrence or series of transactions or occurrences

within six months after the termination” so long as the

new action would have been timely when the prior action

was commenced and service is effected within the same

4. The Bondholders’ AR16 Bonds matured on January

30, 2017, and the subsequent six-year period ended on January

30, 2023. Similarly, the Bondholders’ GD65 Bonds matured on

February 21, 2012, and the following six-year period terminated

on February 21, 2018.

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six-month period. N.Y. C.P.L.R. § 205(a). The statute

lists certain exceptions to this rule. As relevant here, the

savings provision does not apply if an action was previously

dismissed for “failure to obtain personal jurisdiction over

the defendant.” Id.

In Bugliotti III, the district court granted the

Republic’s motion to dismiss the Bondholders’ thenoperative complaint under Federal Rules of Civil

Procedure 12(b)(1), (2), and (5). 2021 WL 1225971, at *1.

The district court reasoned that because Caja had not

conferred the right to bring suit on the Bondholders, as

required under the Trust Agreements and Argentine

law, the Bondholders lacked standing to enforce the

FAA Bonds. 2021 WL 1225971, at *7-9. Consequently,

the Bondholders could not “invoke the 1994 FAA Bonds’

service of process and jurisdictional provisions under

the FSIA.” Id. at *9. On appeal, this Court noted that it

reviewed de novo the dismissal of the complaint for lack

of both personal and subject-matter jurisdiction. Bugliotti

IV, 67 F.4th at 104.

The Bondholders now argue that the district court’s

dismissal of the complaint in Bugliotti III was based only

on lack of standing, not lack of personal jurisdiction. As

a result, the Bondholders contend, they can invoke N.Y.

C.P.L.R. § 205(a) to cure their statute of limitations defect.

The Bondholders’ argument misapprehends the

nature of the district court’s jurisdiction over the Republic

in this matter. The FSIA is the “sole basis for obtaining

jurisdiction over a foreign state in our courts.” CC/Devas

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(Mauritius) Limited v. Antrix Corp. Ltd., 605 U.S. 223,

229, 145 S.Ct. 1572, 221 L.Ed.2d 867 (2025) (internal

quotation marks omitted). Personal jurisdiction exists

under the FSIA where any of the statute’s exceptions

to immunity applies and service of process has been

accomplished. Id. at 232, 145 S.Ct. 1572. One such

exception is where a “foreign state has waived its immunity

either explicitly or by implication.” Cap. Ventures Int’l v.

Republic of Argentina, 552 F.3d 289, 293 (2d Cir. 2009)

(quoting 28 U.S.C. § 1605(a)(1)).

In the operative complaint at issue in Bugliotti

III, the Bondholders relied on the Republic’s waiver of

sovereign immunity and consent-to-jurisdiction clause in

the FAA to establish personal jurisdiction. However, the

district court in Bugliotti III found that the Bondholders

were unable to enforce the FA A Bonds, 2021 WL

1225971, at *7-*8, meaning that they could not invoke

the jurisdictional provisions contained in the FAA. The

ruling thus undermined the Bondholders’ sole basis for

asserting that the district court had personal jurisdiction

over the Republic. Although the district court referred to

the Bondholders’ lack of “standing” in its decision, id. at

*7, the true defect was lack of jurisdiction: The district

court was speaking to the Bondholders’ lack of standing

to enforce the consent-to-jurisdiction terms of the FAA,

not to a lack of Article III or statutory standing. This

conclusion was made even more clear by the district court’s

express invocation of Federal Rule of Civil Procedure

12(b)(2) (which provides for dismissal for “lack of personal

jurisdiction”) as one of the bases for dismissing the

complaint. See id. at *1. The district court’s dismissal in

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Bugliotti III was thus grounded, at least in part, in a lack

of personal jurisdiction. Accordingly, the Bondholders

cannot invoke the six-month relation-back provision of

§ 205(a) to make their present complaint timely.

Further, we are unpersuaded by the Bondholders’

argument that § 205(a) applies despite any “curable

defect,” which they argue is the situation here. As a

preliminary matter, the text of § 205(a) plainly states

that the statute does not apply where the prior action

was dismissed for lack of personal jurisdiction; it does not

distinguish between curable and non-curable defects. See

N.Y. C.P.L.R. § 205(a). But even assuming § 205(a) does

make such a distinction, the Bondholders’ argument would

still fail. In Yonkers Contracting Co. v. Port Authority

Trans-Hudson Corp., 93 N.Y.2d 375, 690 N.Y.S.2d 512, 712

N.E.2d 678 (1999), the New York Court of Appeals held

that § 205(a) does not apply to an action that was previously

dismissed for the “curable defect” of failure to establish

that the defendant waived its sovereign immunity. Id.

at 379, 690 N.Y.S.2d 512, 712 N.E.2d 678 (holding that

sovereign immunity had not been waived, where statute

required “timely suit as an integral part of its waiver of

sovereign immunity”). This Court later stated that the

outcome in Yonkers Contracting was, in part, a result

of the plaintiff’s right to sue arising from a “statutory

waiver of sovereign immunity.” Hakala v. Deutsche Bank

AG, 343 F.3d 111, 114 (2d Cir. 2003). We reasoned that

“[g]iven the fact that a sovereign entity was free to make

itself completely immune to suit by simply declining to

waive its immunity, the harsh result of disallowing the

remedial provision of § 205(a) was far less unfair.” Id. at

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116. The same rationale applies here. Because Bugliotti

III held that the Bondholders could not take advantage

of the waiver of sovereign immunity in the FAA Bonds

(which in turn would have granted personal jurisdiction),

2021 WL 1225971, at *9, § 205(a) does not apply to the

Bondholders’ claims.

2.

The COVID Orders

We agree with the Bondholders, however, that New

York’s COVID-era executive orders tolled the statute of

limitations between March 20 and November 3, 2020, for

a total of 228 days.

On March 20, 2020, then-New York Governor Andrew

Cuomo issued Executive Order 202.8, declaring that “[i]n

accordance with the directive . . . to limit court operations

to essential matters during the pendency of the COVID-19

health crisis, any specific time limit for the commencement

. . . of any legal action . . . is hereby tolled from the date of

this executive order until April 19, 2020.” N.Y. Exec. Order

202.8 (emphasis added). The Governor later issued eight

executive orders that repeatedly extended the March 20,

2020, Order. See N.Y. Exec. Order Nos. 202.14, 202.28,

202.38, 202.48, 202.55, 202.55.1, 202.60, 202.67.

Since then, the New York Court of Appeals has

consistently characterized these Orders as “tolling” the

statute of limitations. Favourite Ltd. v. Cico, 42 N.Y.3d

250, 260-61, 218 N.Y.S.3d 540, 243 N.E.3d 494 (2024); see

also Jaime v. City of New York, 41 N.Y.3d 531, 537 n.2,

213 N.Y.S.3d 730, 237 N.E.3d 796 (2024) (“the governor

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issued an executive order containing a provision that

tolled all limitations periods due to the COVID-19

pandemic”) (emphasis added). All four New York Appellate

Departments have also stated that these Orders operate

to toll the applicable New York-law limitations periods.

Zak v. Bronx Park Phase I Preserv., LLC, 237 A.D.3d 654,

655, 233 N.Y.S.3d 288 (1st Dep’t 2025) (“the three-year

statute of limitations was tolled by executive orders”);

Baker v. 40 Wall St. Holdings Corp., 226 A.D.3d 637, 638,

208 N.Y.S.3d 680 (2d Dep’t 2024) (holding that executive

orders “constitute a toll of the filing deadlines”) (internal

quotation marks omitted); Matter of Roach v. Cornell

Univ., 207 A.D.3d 931, 932, 172 N.Y.S.3d 215 (3d Dep’t

2022) (holding that executive orders constituted a “toll”

that suspended the running of the limitations period);

Harden v. Weinraub, 221 A.D.3d 1460, 1462, 200 N.Y.S.3d

207 (4th Dep’t 2023) (characterizing executive orders as

creating a “toll”). This Circuit, too, has echoed the New

York Court of Appeals’ characterization of the COVID

Orders as tolling the relevant periods. See In re Nordlicht,

115 F.4th 90, 113 (2d Cir. 2024).

Adopting this characterization, we conclude that the

COVID Orders, like all other tolling provisions, extended

the window for the Bondholders to commence this action

by the length of the 228-day tolled period. See Bermudez

Chavez v. Occidental Chem. Corp., 35 N.Y.3d 492, 505

n.8, 133 N.Y.S.3d 224, 158 N.E.3d 93 (2020) (“A toll does

not extend the statute of limitations indefinitely but

merely suspends the running of the applicable statute

of limitations for a finite and, in this instance, readily

identifiable time period. . . .”). Thus, the Bondholders’

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deadline to file claims over the AR16 Bonds was pushed

back 228 days from January 30, 2023, to September 15,

2023. Because the Bondholders initiated suit on July

28, 2023, their claims on the AR 16 Bonds are timely.

By contrast, the tolling provided by the COVID Orders

does not save the claims over the GD65 Bonds because

the limitations period on these claims expired in 2018,

before the COVID Orders were in place. Put another way,

because the statute of limitations had already run on the

GD65 Bonds, there was no longer a limitations period to

be tolled on those claims by the time that the Governor

issued his executive orders.

The district court reached a different conclusion

on the effect of the COVID Orders, reasoning that the

Bondholders could not invoke “equitable tolling” because

they had not explained how the COVID-19 pandemic

impacted their ability to file claims, and indeed they were

litigating this matter while the COVID Orders were in

place. Bugliotti V, 2024 WL 4349273, at *5. The district

court erred, however, in analyzing the COVID Order

under an equitable tolling framework. Equitable tolling

is a discretionary exercise of a court’s equitable powers

that “prevent[s] unfairness to a plaintiff who is not at

fault for lateness in filing” when the movant demonstrates

“some extraordinary circumstance stood in her way” and

that “she has been pursuing her rights diligently.” SaintJean v. Emigrant Mortg. Co., 129 F.4th 124, 142 (2d Cir.

2025) (internal citation and quotation marks omitted).

New York’s COVID Orders do not, however, condition

their applicability upon any equitable showing by a party.

Instead, the COVID Orders provide automatic relief from

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limitations periods on New York-law claims for a set period

of time. See N.Y. Exec. Order 202.8.

We are unpersuaded by the Republic’s contention that

the COVID Orders extended the limitations period only

for claims that expired while the Orders were in effect.

The text of the March 20, 2020, Order does not restrict

tolling to limitations periods that expired while the Order

was in place. N.Y. Exec. Order 202.8. Nor, as a general

matter, does tolling work that way. See Bermudez Chavez,

35 N.Y.3d at 505 n.8, 133 N.Y.S.3d 224, 158 N.E.3d 93.

Indeed, the Second Department has expressly rejected the

argument put forth by the Republic, and we are persuaded

that its holding accurately reflects New York law. Baker,

226 A.D.3d at 638, 208 N.Y.S.3d 680.

Nor do we discern any merit in the Republic’s

contention that then-Governor Cuomo lacked authority

to toll the statute of limitations. Executive Law Section

29-a provides the Governor with authority to “temporarily

suspend specific provisions of any statute, local law,

ordinance, or orders . . . if compliance with such provisions

would prevent, hinder, or delay action necessary to cope

with [a state disaster emergency].” N.Y. Exec. Law

§ 29-a(1) (emphasis added). Suspensions of statutory

requirements under Section 29-a “may provide for the

alteration or modification of” these requirements. Id.

§ 29-a(2)(d). The First and Second Departments have both

held that the authority to “alter[]” or “modify[]” statutory

requirements includes tolling limitations periods, and they

have confirmed the Governor’s authority to do so under

Section 29-a. Murphy v. Harris, 210 A.D.3d 410, 411, 177

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N.Y.S.3d 559 (1st Dep’t 2022); Brash v. Richards, 195

A.D.3d 582, 584-85, 149 N.Y.S.3d 560 (2d Dep’t 2021). This

outcome strikes us as correct, and these decisions allow

us to predict with confidence that the New York Court of

Appeals would rule the same way if asked. See Licci ex

rel. Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50,

74 (2d Cir. 2012).

In sum, although the Bondholders cannot take

advantage of N.Y. C.P.L.R. § 205(a), the COVID Orders

extended the limitations period on the AR16 Bonds by 228

days. As a result, the Bondholders’ claims to recover on

the AR16 Bonds are timely and the district court erred

in declining to apply the COVID Orders to those claims.

B. The Bondholders’ Authority to Enforce the

FAA Bonds

The Bondholders next argue that the district court

erred in holding that collateral estoppel barred relitigation

of whether they had authority to sue to enforce the FAA

Bonds—in particular, whether they needed to reassemble

their Bonds before bringing suit. In their view, the district

court’s determination on this point in Bugliotti III has no

preclusive effect because this Court affirmed Bugliotti

III on alternative grounds. The Bondholders further

contend that Argentine law does not actually require

reassembly of the FAA Bonds, and that the new orders

of the Commercial Court authorize them to proceed with

the litigation in New York. We agree with the Bondholders

in each respect.

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Appendix A

1.

Collateral Estoppel

“[I]f an appellate court considers only one of a lower

court’s alternative bases for its holding, affirming the

judgment without reaching the alternative bases, only the

basis that is actually considered can have any preclusive

effect in subsequent litigation.” Niagara Mohawk Power

Corp. v. Tonawanda Band of Seneca Indians, 94 F.3d

747, 754 (2d Cir. 1996); accord In re Peters, 642 F.3d

381, 386 (2d Cir. 2011). In so holding, we have echoed

the Restatement of Judgments: “If the appellate court

upholds one of [multiple] determinations as sufficient and

refuses to consider whether or not the other is sufficient

and accordingly affirms the judgment, the judgment is

conclusive as to the first determination.” Restatement

(Second) of Judgments § 27 cmt. o (1982), cited in In re

Peters, 642 F.3d at 386.

The district court’s holding on reassembly in Bugliotti

III falls neatly into this exception to collateral estoppel. In

Bugliotti III, the district court held that the Bondholders

lost on two independent grounds: (1) that Caja had not

at that time conferred on the Bondholders the right

to bring suit, and (2) that the Bondholders failed to

satisfy the reassembly requirement that, the court held,

was mandated by Argentine law. 2021 WL 1225971, at

*7-8. It described the first of these issues—obtaining

authorization to initiate suit—as an “alternative remedy”

to reassembling the Bondholders’ FAA Bonds. Id. at *9.

On appeal, we affirmed on the first ground alone: that

the Bondholders lacked authority to enforce the FAA

Bonds because Caja had not delegated this authority to

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Appendix A

the Bondholders. Bugliotti IV, 67 F.4th at 105. We were

studiously agnostic, however, about the district court’s

holding with respect to reassembly. All we said on that

score was that our conclusion would be the same even if

reassembly was not required. Id. at 105-06. In short, the

district court’s holding on reassembly in Bugliotti III was

an alternative basis for the judgment that was not affirmed

on appeal. Accordingly, it is not preclusive.

For similar reasons, the district court erred in holding

that the Bondholders were collaterally estopped from

broadly relitigating “issues of jurisdiction.” Bugliotti V,

2024 WL 4349273, at *7. As we have explained, Bugliotti

III relied on two alternative bases for its holding that the

Bondholders had failed to establish jurisdiction in New

York—Caja’s failure to authorize the Bondholders to sue

on the bonds, and the Bondholders’ failure to reassemble

the bonds—both of which precluded the Bondholders from

invoking the jurisdiction-granting provisions of the FAA.

When this occurs, the preclusion analysis looks to whether

each of the alternative bases was affirmed on appeal, not

whether the overarching holding was upheld. See Niagara

Mohawk, 94 F.3d at 754. Here, the district court framed

its preclusion analysis around Bugliotti III’s overarching

holding on jurisdiction. This was in error.

Therefore, to determine whether reassembly is a

condition precedent to bringing suit on the FAA Bonds,

and then to consider whether the Bondholders have now

obtained authority to sue in lieu of Caja, this Court must

embark on its own examination of Argentine law.

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Appendix A

2.

Reassembly Requirement Under Argentine

Law

Under Federal Rule of Civil Procedure 44.1, “the

court may consider any relevant material or source,

including testimony, whether or not submitted by a party

or admissible under the Federal Rules of Evidence” when

determining questions of foreign law. Fed. R. Civ. P.

44.1. “Rule 44.1 frees courts to `reexamine and amplify

material . . . presented by counsel in partisan fashion or

in insufficient detail.” Animal Sci. Prods., Inc. v. Hebei

Welcome Pharm. Co., 585 U.S. 33, 42, 138 S.Ct. 1865, 201

L.Ed.2d 225 (2018) (internal quotation marks and citation

omitted). This extends to appellate courts, which review de

novo a district court’s determination of foreign law under

Rule 44.1. Bugliotti II, 952 F.3d at 413-14.

The parties presented the district court w ith

competing declarations from experienced Argentine

lawyers to marshal the pertinent legal authorities on each

side of the question of whether Argentine law requires the

Bondholders to reassemble their bonds in order to pursue

the present lawsuit. For the Republic, Gabriel Bottini

attests to the existence of a reassembly requirement.

For the Bondholders, Mario A. Carregal and Roberto E.

Silva, Jr., argue to the contrary. After reviewing these

authorities, the district court concluded that “Argentine

law requires Plaintiffs to return the tax-credit certificates

and CCs to reassemble the bonds to bring suit on the

bonds.” Bugliotti III, 2021 WL 1225971, at *8. The court

reasoned that 358*358 Argentine “precedent indicat[es]

that bondholders must reassemble their bonds before

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Appendix A

exercising any rights related to their bonds.” Id. Upon our

own independent review of the relevant authorities, we

conclude that Argentine law does not require reassembly

as a condition precedent to suing to recover on the bonds.

The Republic attempts to locate a reassembly

requirement in three sources of Argentine law: (1) the

Argentine Supreme Court’s 2014 decision in Domec

Compania de Artefactos Domésticos S.A.I.C. y F v.

Republic of Argentina, 265/2011, 47-D (Arg. Sup. Ct. Nov.

27, 2014) (“Domec”); (2) the Argentine Supreme Court’s

2015 decision in Bugliotti v. Republic of Argentina,

134/2012 (Arg. Sup. Ct. July 14, 2015) and an “opinion of

the public prosecutor” endorsed therein; and (3) Section 5

of the Trust Agreements. However, none of these sources

establishes that participants in the Tax Credit Program

must reassemble their FAA Bonds before suing to recover

on these instruments.

We beg in w ith Domec. The Republic and its

Argentine-law expert repeatedly cite this opinion as

establishing that participants in the Tax Credit Program

must reassemble their Bonds before suing to enforce

them. We read the Argentine Supreme Court’s decision

differently. 5 That case involved a public debt exchange

5. In considering Argentine law, we accord great weight to

decisions of the Argentine Supreme Court even though its rulings

are not strictly binding on lower courts in the Argentine civil law

system which, like most legal regimes based on the continental

model, lacks a formal doctrine of vertical stare decisis. See Alberto

F. Garay, A Doctrine of Precedent in the Making: The Case of the

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Appendix A

offer by the Republic pursuant to a 2004 decree, in which

bondholders could basically swap out their old FAA bonds

for new replacement bonds subject to new terms, even if

they had participated in the Tax Credit Program. In order

to trade in their bonds, however, the program required

bondholders to “reconstitute” (reconstituir) their old

bonds by tendering any unused CCs and CCFs to Caja,

and to deposit cash in the amount of any CCs and CCFs

that had been paid out. Joint App’x at 428. The Republic

devised a similar debt-exchange program in 2010, for

participants in the Tax Credit Program who had not

taken advantage of the 2004 decree. Like its predecessor,

the 2010 program allowed bondholders to swap out their

original bonds, but only if they deposited both their

unused CCs and CCFs and an amount of cash equal to any

certificates they had already used. After recounting the

details of these programs, the Argentine Supreme Court

merely held that the Republic’s suspension of payments

on the FAA Bonds was lawful. Joint App’x at 429 (“Under

the above-mentioned conditions and in the then-prevailing

emergency situation, it is possible to conclude that the

government’s decision to suspend the system stipulated in

Decree No. 1226/01 . . . was a step that can be considered

valid. . . .”).

Argentine Supreme Court’s Case Law, 25 Sw. J. Int’l L. 258, 26873 (2019) (describing the role of judicial precedent in Argentina);

Santiago Legarre, Precedent in Argentine Law, 57 Loyola L. Rev.

781, 786 (2011) (noting that as a practical matter lower courts in

Argentina generally follow on-point cases from the Argentine

Supreme Court, but can depart from this precedent where there

is good reason to do so).

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Appendix A

Nothing in the Domec decision suggests that, in

order to bring suit on the FAA Bonds in New York,

bondholders had to “reconstitute” or “reassemble” the

bonds. To the extent that the Argentine Supreme Court

discussed reassembly at all, it was only to describe the

steps that were explicitly required by government decree

for participation in the 2004 and 2010 debt exchange

programs. At no point did the Court suggest that a similar

reassembly requirement was mandated in other contexts,

such as a lawsuit to enforce FAA Bonds. Accordingly,

Domec does not support the Republic’s argument that

reassembly was required here.

Nor is the Republic’s argument aided by the Argentine

Supreme Court’s 2015 decision in Bugliotti v. Republic of

Argentina, 134/2012 (Arg. Sup. Ct. July 14, 2015). In that

case, which was part of these Bondholders’ challenge to the

constitutionality of the Republic’s payment moratorium in

Argentina, the Argentine Supreme Court issued a brief

order endorsing an “opinion of the Public Prosecutor.” Joint

App’x at 448. That cross-referenced opinion acknowledged

a reassembly requirement for participants in the Tax

Credit Program who sought to take part in a new “public

debt swap.” Dkt. No. 36, Exhibit A at 14. But that simply

restates the holding in Domec: According to the rules

of a decree creating a new public debt exchange offer,

participants in the Tax Credit Program had to reassemble

the underlying bonds if they wanted to swap their CCs

and CCFs for yet another form of Argentine sovereign

debt. And, as in Domec, the public prosecutor’s opinion

nowhere suggests an analogous reassembly requirement

for creditors who wished to bring suit against the Republic

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Appendix A

under the terms of the underlying FAA, pursuant to which

the FAA Bonds were issued.

Finally, the Republic attempts to locate a reassembly

requirement in Section 5 of the Trust Agreements,

whereby the Bondholders agreed to the “disassembly of

the [FAA Bonds] for their crediting as CCFs or CCs.”

Joint App’x at 102-03. However, this language at most

establishes that the Bondholders agreed to “disassembl[e]”

their FAA Bonds when placing them in trust with Caja,

for purposes of receiving corresponding certificates for

the principal and interest components of the bonds. It

does not suggest that, if the Republic were to default on

its obligations under the Tax Credit Program, creditors

would have to effectively repay all of the interest they had

received (or more precisely, the value of the tax credits

they had received in lieu of the interest payments), in

order to sue the Republic to recoup the unpaid principal.

The Republic has thus failed to demonstrate that

Argentine law precludes the Bondholders from proceeding

with this suit if they do not first reassemble the Bonds.

The Republic cautions that failure to impose a

reassembly requirement for private litigants would enable

participants in the Tax Credit Program to double-recover

on interest payments that they already received in the

form of tax credits. This concern is misplaced. As the

Bondholders expressly represented to this Court, they

seek to recover only the unpaid principal amounts on their

FAA Bonds (plus post-maturity interest on that principal),

not any interest that would have been payable on the bonds

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Appendix A

themselves. See Appellants’ Reply Br. at 18 (arguing that

reassembly “is particularly insupportable for a lawsuit

(such as this one) not seeking to recover bond interest”).

C.

E f fe c t i v e n e s s o f C o m m e r c i a l C o u r t

Authorization

Finally, we turn to whether the Commercial Court’s

authorization for the Bondholders to sue on the FAA

Bonds was effective under Argentine law. Though the

district court did not address this issue below, Bugliotti

V, 2024 WL 4349273, at *3, *7, this Court has discretion to

decide when issues should be addressed for the first time

on appeal, and it has exercised this discretion to answer

purely legal questions. J.C. v. Reg’l Sch. Dist. 10, Bd. of

Educ., 278 F.3d 119, 125 (2d Cir. 2002). Here, we take up

this issue because the effectiveness of the Commercial

Court’s authorization to enforce the FAA Bonds is a pure

question of Argentine law, the issue has been fully briefed,

and remanding for the district court to consider this

question in the first instance would delay the pendency

of this already long-running suit.

After this Court affirmed dismissal of the Bondholders’

prior complaint in Bugliotti IV, the Commercial Court

issued orders expressly authorizing the Bondholders to

sue the Republic for collection on the FAA Bonds, in light

of the fact that Caja as trustee had declined to bring such

actions. Caja participated in the authorization proceeding

and did not object to the Bondholders’ application. The

Bondholders then initiated the current suit in New York.

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Appendix A

The Republic does not dispute that, under the terms of

the Trust Agreements and Argentine law, the Bondholders

were entitled to seek authorization to enforce the bonds in

place of Caja. As the Commercial Court observed, Article

18 of Argentine Law 24,441 (which governed the Trust

Agreements at the time they were executed) provided

that:

The trustee is authorized to exercise all

actions necessary for the defense of the trust

assets, both against third parties and against

the beneficiary. The judge may authorize the

trustor or the beneficiary to exercise actions

instead of the trustee when the trustee fails to

do so without sufficient cause.

Joint App’x at 40 (emphasis added); id. (noting that this

provision “was incorporated almost verbatim in Article

1689 of the Civil and Commercial Code of [Argentina]”).

The Republic’s challenge to the validity of the Commercial

Court’s ruling is based entirely on an arbitration clause

contained in the Section 16 of the Trust Agreements, which

provides that the “Parties agree to resolve their disputes

[discrepancias] through an arbitration procedure, for

which purpose they submit to the Permanent Arbitration

Tribunal [PAT] of the Buenos Aires Stock Exchange

and the application of its regulations, waiving any

other jurisdiction that may correspond to them.” In the

Republic’s view, only the PAT—and not the Commercial

Court—had competency to authorize the Bondholders to

enforce the FAA Bonds. The Bondholders, unsurprisingly,

take the opposite position.

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Appendix A

It is not clear to us that the Republic, as a non-party to

the Trust Agreements, has the right to require arbitration

of any disputes between Caja and the Bondholders. But

we need not resolve this question because, as we explain

below, the uncontested proceeding before the Commercial

Court did not fall within the scope of the arbitration clause

at all.

The parties’ disagreement about the scope of the

arbitration clause turns on the term “discrepancias,” in

the phrase “the Parties agree to resolve their disputes

[discrepancias] through an arbitration procedure. . . .” The

parties agree that the word “discrepancias” translates

here to “disputes.” They also agree that under Article 736

of the Argentine Civil and Commercial Procedural Code,

which governs the Trust Agreements, the term “dispute”

must be read to include “questions.” 6 However, the

Bondholders’ Argentine-law experts also explain, citing

“one of the main authorities” on Argentine procedural law,

that the term “questions” must be read to mean “the filing

of a dispute” or a “controversy.” Joint App’x at 464 (citing

Lino Enrique Palacio, V Derecho Procesal Civil 3779-80

(4th ed. 2011)). They also note that arbitrators cannot be

called upon to act in a “voluntary procedural role” under

6. Article 736 provides: “[A]ny question between parties . . .

may be submitted to the decision of arbitration judges, either

before or after the trial has been instituted and whatever the

stage of the trial may be.” Joint App’x at 645. In Spanish, this

reads: “Toda cuestión entre partes, excepto las mencionadas

en el artículo 737, podrá ser sometida a la decisión de jueces

árbitros, antes o después de deducida en juicio y cualquiera

fuere el estado de éste.” Id.

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Appendix A

Argentine law. Id (citing Palacio, V Derecho Procesal

Civil at 3779-80). The Republic’s expert, by contrast,

does not cite any Argentine legal authority or scholarly

commentary in arriving at a contrary conclusion.7 We find

the Bondholders’ interpretation more solidly supported

by Argentine authority, and therefore more persuasive.

Applying this interpretation here, the arbitration

clause did not require the Bondholders to resort to the

PAT to obtain authorization to enforce the FAA Bonds,

where Caja informed the Commercial Court that it did not

oppose their request and there was accordingly no “dispute”

between the parties to be arbitrated. We therefore conclude

that the Commercial Court’s orders validly authorized the

Bondholders to bring the present lawsuit.

IV. Conclusion

In sum, we hold as follows:

(1) The Bondholders’ claims to recover on the GD65

Bonds are time-barred by New York’s six-year

statute of limitations for contract actions. Their

7. The Republic’s other Argentine-law expert, Gabriel Bottini,

also opines that “the competent jurisdiction as regards to any

matter relating to the Trust Agreement . . . is the Arbitration

Tribunal of the Buenos Aires Stock Exchange.” Joint App’x at 81.

However, Bottini does not discuss whether a voluntary assignment

of authority to enforce the FAA Bonds can be adjudicated only in the

PAT. Similarly, the Bottini Declaration from the prior district court

docket that the Republic cites in its brief contains only an offhanded

reference to authorizing the right to enforce the FAA Bonds in

arbitration. It does not discuss whether a voluntary authorization,

which is presently at issue, falls within the arbitration clause.

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Appendix A

claims to recover on the AR16 Bonds are timely

given the tolling of this limitations period by New

York’s COVID-era executive orders.

(2) The district court’s decision in Bugliotti III

did not collaterally estop the Bondholders from

relitigating the question of whether they were

required to reassemble their FAA Bonds before

initiating suit.

(3) As a matter of Argentine law, reassembly of the

FAA Bonds is not a condition precedent to the

Bondholders bringing suit in New York to recover

unpaid principal on those bonds.

(4) The orders of Commercial Court No. 9 of Buenos

Aires authorizing the Bondholders to sue the

Republic over nonpayment of the FAA Bonds

were effective under Argentine law and permit

the Bondholders to bring this action for the nonpayment of principal on those bonds.

The judgment of the district court is AFFIRMED IN

PART, to the extent it dismissed the Bondholders’ claims

with respect to the GD65 Bonds; it is VACATED IN PART,

to the extent that it dismissed the AR16 Bonds; and the

case is REMANDED for further proceedings.

A True Copy

Catherine O’Hagan Wolfe, Clerk

United States Court of Appeals, Second Circuit

/s/ Catherine O’Hagan Wolfe