Mohammad Hilmi Nassif & Partners, Owner of the Tradename Trust World Wide Corp. v. Republic of Iraq and Ministry of Industry & Minerals of the Republic of Iraq

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued January 16, 2026 Decided February 13, 2026
No. 25-7003
MOHAMMAD HILMI NASSIF & PARTNERS, OWNER OF THE
TRADENAME TRUST WORLD WIDE CORP.,
APPELLANT
v.
REPUBLIC OF IRAQ AND MINISTRY OF INDUSTRY & MINERALS
OF THE REPUBLIC OF IRAQ,
APPELLEES
Appeal from the United States District Court
for the District of Columbia
(No. 1:17-cv-02193)
Rossana Arteaga-Gomez, pro hac vice, argued the cause for
appellant. On the briefs was Peter Godwin. Edward D. Gehres
entered an appearance.
Faisal Zubairi argued the cause for appellees. With him on
the brief was Creighton R. Magid. Juan C. Basombrio entered
an appearance.
Before: MILLETT and RAO, Circuit Judges, and RANDOLPH,
Senior Circuit Judge.

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Opinion for the court filed by Senior Circuit Judge
RANDOLPH.
RANDOLPH, Senior Circuit Judge: Mohammad Hilmi Nassif
& Partners, a Jordanian business entity, commenced this action
seeking recognition of a $53 million judgment entered by a
Jordanian court against the Republic of Iraq and its Ministry of
Industry and Minerals. The Foreign Sovereign Immunities Act
“provides the sole basis for obtaining jurisdiction over a foreign
state in the courts of this country.” Argentine Republic v.
Amerada Hess Shipping Corp., 488 U.S. 428, 443 (1989). The
district court, concluding that no FSIA exception to Iraq’s
sovereign immunity applied, dismissed the action for want of
subject matter jurisdiction. We affirm.
I
In the early 1990s, Iraq was subject to comprehensive
international sanctions following the Gulf War. During that
period, Nassif supplied Iraq with humanitarian and commercial
goods for which Iraq was unable to remit payment. To address
this outstanding obligation, Iraq issued a written “Export
Commitment Letter” in November 1995. The letter—an
agreement—provided for settlement of the debt through the
delivery to Nassif of specified quantities of sulfur and urea, with
an estimated aggregate value of $53 million. The contemplated
performance under the letter involved delivery of the sulfur and
urea via the Iraq-Jordan border.
Nassif maintains that, at the time of the 1995 letter
agreement, both parties understood that the only viable market
for resale of the sulfur and urea in the quantities contemplated
was in the United States. Nassif accordingly engaged in
discussions with potential U.S. purchasers and, it alleges,
prepared to arrange shipment through Jordan to a buyer in New

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York. Such an anticipated downstream sale, however, was not
reflected in the Export Commitment Letter itself.
Iraq failed to deliver the materials contemplated in the
Export Commitment Letter.
Nassif engaged intermittently with Iraqi officials from 1997
to 2012 in an effort to secure satisfaction of the debt. According
to declarations Nassif presented to the district court, a
succession of senior Iraqi officials—including the Minister of
Industry and Minerals, other high-ranking ministry personnel,
and at one point the President of the Iraqi Governing
Council—reviewed the 1995 Export Commitment Letter and, by
word of mouth, affirmed that Iraq remained obligated under its
terms. The declarations also recounted other oral statements
attributed to these officials indicating that Iraq required a court
order before funds could be released, but that Nassif could seek
such an order in any forum and that “Iraq would not and could
not dispute the lawsuit at all.” Al-Tamimi Decl. ¶ 14.
In an apparent effort to obtain the legal documentation Iraq
allegedly demanded, Nassif initiated litigation against Iraq in a
Jordanian court. Iraq participated in that proceeding without
invoking sovereign immunity and, in 2015, 20 years after the
“Export Commitment Letter,” the Jordanian court entered
judgment in Nassif’s favor in the amount of $53 million. The
Jordanian Court of Cassation affirmed the judgment. When
Nassif thereafter sought to enforce the judgment, however, the
Jordanian Court of Appeal concluded that Iraq had not waived
its sovereign immunity in the separate enforcement proceeding.
To date, Iraq has not paid any portion of the Jordanian
judgment.
In 2017, Nassif filed this action in the United States District
Court for the District of Columbia, seeking recognition of the

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Jordanian judgment. Iraq moved to dismiss Nassif’s complaint,
asserting its sovereign immunity under the FSIA. The district
court agreed with Iraq and dismissed the case for lack of
jurisdiction. We review that sovereign immunity determination
de novo. See Odhiambo v. Republic of Kenya, 764 F.3d 31, 35
(D.C. Cir. 2014).
II
Nassif invokes two sovereign immunity exceptions to the
FSIA: the explicit waiver exception and the commercial activity
exception. We consider each in turn and conclude that neither
applies here.
A
Nassif first contends that Iraq “waived its
immunity . . . explicitly” within the meaning of 28 U.S.C.
§ 1605(a)(1). Claims of explicit waiver are “narrowly construed1
in favor of the sovereign.” World Wide Minerals, Ltd. v.
Republic of Kazakhstan, 296 F.3d 1154, 1162 (D.C. Cir. 2002)
(internal quotation marks omitted). To be effective, a waiver
therefore “must give a clear, complete, unambiguous, and
The FSIA also recognizes that a foreign state may waive its1
immunity “by implication.” 28 U.S.C. § 1605(a)(1). Nassif,
however, disclaims reliance on any implicit-waiver theory—and
prudently so. Thus far, this court has recognized “only three
circumstances” in which a foreign sovereign may be deemed to
have implicitly waived immunity, and each is plainly
inapplicable here. Ivanenko v. Yanukovich, 995 F.3d 232, 239
(D.C. Cir. 2021); see also World Wide Minerals, Ltd. v.
Republic of Kazakhstan, 296 F.3d 1154, 1161 n.11 (D.C. Cir.
2002) (noting that courts are “reluctant” to recognize an implicit
waiver in other circumstances).

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unmistakable manifestation of the sovereign’s intent to waive its
immunity.” Id. (quoting Aquamar S.A. v. Del Monte Fresh
Produce N.A., Inc., 179 F.3d 1279, 1292 (11th Cir. 1999)). It is
not enough that a possible construction of the foreign state’s
words may constitute a waiver. Cf. Bainbridge Fund Ltd. v.
Republic of Argentina, 102 F.4th 464, 471 (D.C. Cir. 2024).
Measured against this exacting standard, the statements on
which Nassif relies fall short.
Several of the remarks attributed to Iraqi officials are readily
susceptible to an interpretation that does not address immunity
at all. Minister Al-Ani’s assurance that Nassif “had the right to
sue Iraq anywhere” and that “Iraq would not object to being
sued anywhere” can be read as solely an acknowledgment that
the Export Commitment Letter imposed no venue restriction and
that Iraq regarded its obligations under the letter agreement as
binding on the merits. M. Nassif Decl. ¶ 14. The statements of
Ahmed Chalabi, then President of the Iraqi Governing Council,
admit of the same understanding. Chalabi confirmed that the
letter agreement was an “unconditional undertaking and that it
was a valid commercial obligation of the Republic of Iraq.”
Abu-Hijleh Decl. ¶ 25.
Later statements attributed to Yakoub Yousef Shonia, then
Economic Counsel for the Ministry of Industry and Minerals, as
well as Ministers Hariri and Karbouli, come closer to the line
Nassif presses, yet stop well short of crossing it. Shonia assured
Nassif that it could sue “anywhere to enforce its rights” and that
Iraq would have “no defense” to such a lawsuit. Al-Tamimi
Decl. ¶¶ 7-8. Hariri similarly told Nassif to “sue Iraq and the
Ministry anywhere it wants” and gave assurances that “when
[Nassif] had the judgment, Iraq would pay.” Al-Tamimi Id. ¶ 11.
And Karbouli echoed this theme, stating that Nassif “may sue
Iraq and the Ministry anywhere it would like, that Iraq would

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not and could not dispute the lawsuit at all and then, when
[Nassif] obtained the court order, [it] should present the court
order to Iraq and then Iraq would release the funds.” Id. ¶ 14.
Read most charitably to Nassif, these assurances suggest an
intention to facilitate recovery through litigation and thus may
gesture toward waiver. Yet even this language falls short of the
clarity the FSIA requires. Narrowly construed—as the statute
requires—these statements remain consistent with a recognition
of liability and an absence of contractual venue restrictions,
coupled with a promise to honor a judgment. World Wide
Minerals, 296 F.3d at 1162 (“[E]xplicit waivers . . . are not
enlarged ‘beyond what the language requires.’” (quoting Library
of Cong. v. Shaw, 478 U.S. 310, 318 (1986))). They do not
unambiguously manifest a relinquishment of immunity.
Nassif characterizes this conclusion that the cited statements
fall short of an explicit waiver as an improper insistence on
“magic words” untethered to the statutory text. See Nassif Br.
22-28; Nassif Reply Br. 5-6. It is not. The statute does not
prescribe any talismanic formula. But whatever language is used
must speak plainly to the waiver of immunity. World Wide
Minerals, 296 F.3d at 1162. Where courts have found an explicit
waiver, the sovereign’s statements have addressed immunity in
terms—using words such as “waive” and “immunity”—that
unmistakably convey consent to jurisdiction. See Mohammad
Hilmi Nassif & Partners v. Republic of Iraq, 759 F. Supp. 3d 30,
41 n.4 (D.D.C. 2024) (collecting cases identifying waiver
language that courts have deemed to effect an explicit waiver);
see also id. at 42 n.5 (collecting cases in which courts declined
to find waiver because the waiver language did not expressly
address immunity). That stands in sharp contrast to the
statements Nassif invokes here, which neither employ such
language nor otherwise confront the surrender of jurisdictional
protection. Recognizing that a waiver is not explicit when it
“contains no mention of a waiver of immunity to suit in United

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States courts” does not impose a magic-words requirement; it
simply gives effect to the statute’s demand for clarity. Amerada
Hess, 488 U.S. at 442; see also Lac du Flambeau Band of Lake
Superior Chippewa Indians v. Coughlin, 599 U.S. 382, 388
(2023) (explaining that a clear-statement rule is consistent with
the absence of a magic-words requirement).
The form of the evidence on which Nassif relies only
compounds the ambiguity of the Iraqi officials’ statements. The
oral statements appear as paraphrases and summaries supplied
years—if not decades—later in declarations by witnesses to
whom the statements were made. Iraq does not challenge the
declarants’ descriptions, and we have no occasion to question
their accuracy. Yet the absence of the precise language and
surrounding context in which the statements were made impedes
the searching inquiry the FSIA demands. See World Wide
Minerals, 296 F.3d at 1162. We will assume arguendo that an
explicit waiver need not be in writing and that an oral waiver
could suffice if expressed with the requisite clarity—particularly
if preserved in transcripts or recordings binding on the parties.
When the purported waiver is filtered through retrospective
summaries, however, it is difficult to conceive how it can satisfy
the FSIA’s demand for unambiguous language. That demand
presumes access to the language itself.
In short, none of the individual statements here
unambiguously manifests a waiver of immunity. Nassif
therefore urges us to consider the statements collectively and
infer from their combined effect what none expresses on its
own. But a waiver that must be assembled from multiple
ambiguous statements is not the “clear, complete, unambiguous,
and unmistakable manifestation” of waiver that the statute
requires. Id. (quoting Aquamar, 179 F.3d at 1292).

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B
Nassif’s second ground for finding a waiver of Iraq’s
immunity rests on the FSIA’s commercial activity exception.
This permits the exercise of jurisdiction over a foreign sovereign
even in the absence of an explicit waiver of immunity. The2
exception applies when
the action is based [1] upon a commercial activity
carried on in the United States by the foreign state; or [2]
upon an act performed in the United States in connection
with a commercial activity of the foreign state
elsewhere; or [3] upon an act outside the territory of the
United States in connection with a commercial activity
of the foreign state elsewhere and that act causes a direct
effect in the United States.
28 U.S.C. § 1605(a)(2). Nassif relies solely on the third clause,
the first two being plainly inapplicable.
Our analysis begins with the statutory phrase that anchors
the exception: “based upon.” The Supreme Court has held that,
for purposes of the first clause of the commercial activity
exception, an action is “‘based upon’ . . . those elements of a
claim that, if proven, would entitle a plaintiff to relief under [its]
theory of the case.” Saudi Arabia v. Nelson, 507 U.S. 349, 357
(1993). This court has applied this same reading to the second
We note that some discussion at oral argument was2
directed at whether the statutory provision for exceptions to
enforcement immunity, 28 U.S.C. § 1610, governs actions
seeking recognition of foreign judgments, or whether such
actions are instead governed by the provisions of 28 U.S.C.
§ 1605, as the parties assumed. § 1610 is limited to proceedings
“upon a judgment entered by a court of the United States or of
a State.” An action to recognize a foreign-country judgment,
however, arises before any such domestic judgment exists. Such
an action thus lies beyond the scope of § 1610.

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clause of the exception, see Odhiambo, 764 F.3d at 37, and we
now hold that the phrase “based upon” bears the same meaning
in the third. Although the third clause differs from the first two
in certain textual respects, those differences do not justify
attributing divergent meanings to language that is identical
across each clause. To the contrary, “there is a presumption that
a given term is used to mean the same thing throughout a statute,
a presumption surely at its most vigorous when a term is
repeated within a given sentence.” Brown v. Gardner, 513 U.S.
115, 118 (1994) (citation omitted); see also Reno v. Bossier
Parish School Board, 528 U.S. 320, 329 (2000) (“[W]e refuse
to adopt a construction that would attribute different meanings
to the same phrase in the same sentence, depending on which
object it is modifying.”). Nothing in the text, structure, or
purpose of § 1605(a)(2) overcomes that presumption here.
Accordingly, in assessing the applicability of the third
clause, our inquiry focuses on whether the conduct that forms
the gravamen of Nassif’s claim “cause[d] a direct effect in the
United States.” 28 U.S.C. § 1605(a)(2); see OBB
Personenverkehr AG v. Sachs, 577 U.S. 27, 35 (2015)
(“Nelson . . . teaches that an action is ‘based upon’ the
‘particular conduct’ that constitutes the ‘gravamen’ of the
suit.”).
The parties disagree over how that gravamen should be
defined. Nassif urges a capacious view, extending to the
underlying commercial conduct that produced the Jordanian
judgment—namely, Iraq’s nonperformance under the Export
Commitment Letter. Nassif Br. 34-35. Iraq, by contrast,
contends that the relevant conduct is confined to the elements of
the present action seeking recognition of that judgment. Iraq Br.
42. To repeat, the Supreme Court in Nelson stated that courts
should focus on “those elements of a claim that, if proven,
would entitle a plaintiff to relief under [its] theory of the case.”

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507 U.S. at 357. This statement appears to lend support to Iraq’s
position. Yet the Court later warned against “overreading” that
formulation and instructed courts to “zero[] in on the core” of
the action and identify the “sovereign acts that actually injured”
the plaintiff. Sachs, 577 U.S. at 34-35.
Nassif’s claim fails under either characterization. Nassif
concedes that if the action is “based upon” the Jordanian
judgment alone, the commercial activity exception would not
apply. See Nassif, 759 F. Supp. 3d at 48 (noting Nassif’s
concession); Nassif Br. 29-36 (making no argument on this
point). But the same conclusion follows even if we look past the
judgment to the underlying commercial conduct. Iraq’s
contractual obligations were confined to the delivery of sulfur
and urea via the Iraq-Jordan border. The letter agreement was
made abroad and required no performance in the United States.
That fact is dispositive. A contractual breach has a “direct
effect” in the United States only when the contract establishes
or necessarily contemplates this country as the place of
performance. See Odhiambo, 764 F.3d at 38 (“[B]reaching a
contract that establishes a different or unspecified place of
performance can affect the United States only indirectly, as the
result of some intervening event . . ..”).
Nassif nevertheless contends that the parties contemplated
the subsequent sale of the sulfur and urea to a buyer in New
York and that Iraq’s nonperformance therefore produced a
“direct effect” in the United States by derailing that transaction.
Nassif Br. 33-36; Nassif Reply Br. 22-25. But the expectation of
that downstream sale to a United States buyer was not
memorialized in the letter agreement and imposed no obligation
on Iraq. A144. Any consequences felt in the United States thus
did not flow directly from Iraq’s breach. They arose instead
from an intervening event—Nassif’s independent decision to
structure a downstream resale transaction with the New York

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buyer. See Cruise Connections Charter Mgmt. 1, LP v. Att’y
Gen. of Canada, 600 F.3d 661, 664 (D.C. Cir. 2010) (“A direct
effect is one which has no intervening element, but, rather, flows
in a straight line without deviation or interruption.” (cleaned
up)); Republic of Argentina v. Weltover, Inc., 504 U.S. 607, 618
(1992) (“An effect is ‘direct’ if it follows as an immediate
consequence of the defendant’s activity.” (cleaned up)). Because
Iraq’s conduct produced no “direct effect” in the United States,
the commercial activity exception does not permit Nassif’s suit.
* * *
Because neither exception to sovereign immunity on which
Nassif relies applies here, the claim is foreclosed. We therefore
affirm the judgment of the district court.
So ordered.

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