Stabil LLC v. Russian Federation

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued December 4, 2025 Decided February 13, 2026
No. 25-7005
STABIL LLC, ET AL.,
APPELLEES
v.
RUSSIAN FEDERATION,
APPELLANT
Appeal from the United States District Court
for the District of Columbia
(No. 1:22-cv-00983)
No. 25-7064
JSC DTEK KRYMENERGO,
APPELLEE
v.
RUSSIAN FEDERATION,
APPELLANT
Appeal from the United States District Court
for the District of Columbia
(No. 1:23-cv-03330)

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Juan O. Perla argued the cause for appellant Russian
Federation. With him on the briefs were Joseph D. Pizzurro
and Kevin A. Meehan. Joseph Muschitiello and Sylvi Sareva
entered appearances.
Marney L. Cheek argued the cause for appellee JSC DTEK
Krymenergo in case No. 25-7064. With her on the brief were
Amanda Tuninetti, Jill Warnock, and Hannah Hummel.
James H. Boykin III argued the cause for appellee Stabil
LLC, et al. in case No. 25-7005. With him on the brief were
John M. Townsend, Eleanor Erney, Shayda Vance, Carter
Rosekrans, and Winthrop Jordan.
Before: CHILDS and PAN, Circuit Judges, and ROGERS,
Senior Circuit Judge.
Opinion for the Court filed by Circuit Judge CHILDS.
CHILDS, Circuit Judge: When Russia invaded Crimea in
2014, it did not arrive at an empty field. Ukrainian companies
were already there, embedded in the daily life of the peninsula.
Their businesses were lawful, visible, and stationary. Within
months, Russian and Crimean forces seized facilities,
transferred operations, and refused to provide compensation.
In the cases before us, two sets of Ukrainian companies were
affected (“Companies”). One is JSC DTEK Krymenergo
(“DTEK”), an electricity distributor, and the other is a group of
Ukrainian companies (“Investors”) that owned and operated
petrol stations across Crimea and lost those businesses.
The Companies turned to a bilateral investment treaty
between Russia and Ukraine—the Agreement Between the
Government of the Russian Federation and the Cabinet of
Ministers of Ukraine on the Encouragement and Mutual
Protection of Investments (“Investment Treaty”). The

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Investment Treaty promised protection against uncompensated
expropriation and offered arbitration to resolve disputes arising
in connection with investments. The Companies, under that
agreement, sued Russia in arbitral tribunals. Those arbitral
tribunals concluded that Russia had breached the Investment
Treaty and awarded damages to the Companies. The
Companies thereafter sought to enforce these arbitral awards in
the United States District Court for the District of Columbia.
In those district court proceedings, Russia acknowledged
that the arbitrations occurred and that the tribunals issued the
awards. It disputed, however, the authority of the district court
to enforce them. In Russia’s view, the Foreign Sovereign
Immunities Act (“FSIA”) did not afford jurisdiction because
the Investment Treaty never covered investments in Crimea,
the resulting awards are political rather than commercial, and
the lack of minimum contacts with the United States bars the
exercise of personal jurisdiction.
The district court rejected those arguments. It held in both
cases that jurisdiction exists under the FSIA’s arbitration
exception and that personal jurisdiction follows once an FSIA
exception applies and service is proper. Russia now brings
these interlocutory appeals under the collateral order doctrine.
Our task is limited. We do not decide the sovereignty of
Crimea. We do not revisit the merits of the arbitral awards.
Instead, we decide whether the district court possessed
jurisdiction to hear these enforcement petitions under the FSIA,
and whether Russia—once the district court concluded that the
FSIA’s arbitration exception applied and service was proper—
may nonetheless invoke the Fifth Amendment’s Due Process
Clause to defeat personal jurisdiction.
Having reviewed the record and the parties’ briefs, we
affirm the district court’s judgments.

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I
A
1
For more than a century and a half, the United States
treated foreign sovereigns as immune from suit in its courts.
That understanding begins with The Schooner Exchange v.
McFaddon, 11 U.S. 116 (1812). Chief Justice Marshall
recognized the breadth of territorial jurisdiction—“susceptible
of no limitation not imposed by itself”—but explained that the
United States had chosen not to exercise that power in certain
cases involving foreign sovereign acts. Id. at 136. The holding
was modest: a foreign warship in an American port lay beyond
judicial reach. But that reasoning traveled. Courts soon read
The Schooner Exchange opinion as endorsing near-absolute
immunity for foreign states. See Berizzi Bros. Co. v. The
Pesaro, 271 U.S. 562, 574 (1926) (reasoning that foreign
sovereign immunity applied to “all ships held and used by a
government for a public purpose”); see also Robert B. von
Mehren, The Foreign Sovereign Immunities Act of 1976, 17
Colum. J. Transnat’l L. 33, 39 (1978) (noting that The
Schooner Exchange “doctrine remained largely
unchallenged”).
The Schooner Exchange decision also anchored the
doctrine’s foundation. Sovereign immunity does not flow from
the Constitution; it rests on “grace and comity.” Verlinden B.V.
v. Cent. Bank of Nigeria, 461 U.S. 480, 486 (1983) (discussing
The Schooner Exchange). Because immunity reflects a choice,
not a constitutional command, courts historically deferred to
the political branches—especially the Executive—when
deciding whether to hear suits against foreign states and their
instrumentalities. See, e.g., Ex parte Republic of Peru, 318
U.S. 578, 586–87 (1943) (“The case involves the dignity and

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rights of a friendly sovereign state, claims against which are
normally presented and settled in the course of the conduct of
foreign affairs by the President and by the Department of
State.”); Republic of Mexico v. Hoffman, 324 U.S. 30, 34
(1945) (reasoning that foreign sovereign immunity is “founded
upon the policy recognized both by the Department of State and
the courts that the national interests will be best served when
controversies growing out of the judicial seizure of vessels of
friendly foreign governments are adjusted through diplomatic
channels rather than by the compulsion of judicial
proceedings”). That deference tracked prevailing international
norms, which we later described as the “general concepts of
international practice.” In re Grand Jury Subpoena, 912 F.3d
623, 626 (D.C. Cir. 2019) (quoting Michael Wallace Gordon,
Foreign State Immunity in Commercial Transactions § 3.01
(1991)).
By 1952, the ground had shifted. Foreign states no longer
confined themselves to diplomacy and defense; they entered
markets and engaged in “commercial activity in the United
States.” Rubin v. Islamic Republic of Iran, 583 U.S. 202, 208
(2018). That reality, the State Department concluded, required
a system that allowed private parties “doing business with them
to have their rights determined in the courts.” Id. (quoting J.
Tate, Changed Policy Concerning the Granting of Sovereign
Immunity to Foreign Governments, 26 Dept. State Bull. 984,
985 (1952)). The State Department adopted this “‘restrictive’
theory of foreign sovereign immunity,” advising courts to grant
immunity for public acts but to withhold it in disputes arising
from a foreign state’s “strictly commercial acts.” Verlinden,
461 U.S. at 487.
Congress codified that approach in 1976. Through the
FSIA, it preserved the historical respect owed to foreign
sovereigns while insisting on accountability when they act as

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market participants. See 28 U.S.C. § 1602 et seq. The statute
largely embraces the “restrictive theory of sovereign
immunity,” translating Executive practice into governing law.
Verlinden, 461 U.S. at 488.
2
These cases also implicate the Convention on the
Recognition and Enforcement of Foreign Arbitral Awards
(“New York Convention” or “Convention”), opened for
signature June 10, 1958, 21 U.S.T. 2517. Put simply, the
Convention is a multilateral treaty among sovereigns that
governs the “recognition and enforcement of arbitral awards
made in the territory of a State other than the State where the
recognition and enforcement of such awards are sought.” New
York Convention art. I(1). The United States is a signatory,
and it applies the Convention “on the basis of reciprocity,”
limiting enforcement to awards rendered in the territory of
“another Contracting State.” Id. art. I(3). Congress
implemented the Convention in Chapter 2 of the Federal
Arbitration Act (“FAA”). See 9 U.S.C. §§ 201–208.
When the United States ratified the Convention, it adopted
a commercial reservation. See New York Convention art. I(3)
(noting that the Convention only applies to legal relationships
that are “considered as commercial”); see also 9 U.S.C. § 202
(same). The FAA then makes two points clear. First, any
action “falling under the Convention” “arise[s] under the laws
and treaties of the United States.” 9 U.S.C. § 203. Second, the
Convention reaches only arbitral awards arising from a “legal
relationship, whether contractual or not,” that the law
“consider[s] as commercial.” Id. § 202.

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B
These consolidated appeals before us trace back to a single
rupture, felt across different industries but anchored in the same
place and time. In 2014, Russia moved into Crimea, a region
internationally recognized as part of Ukraine. Within weeks,
Russia asserted control and began reorganizing Crimea’s
economy. Ukrainian-owned businesses operating there—some
supplying electricity, others fuel—were caught in the
transition. What followed were seizures, nationalizations, and
the effective transfer of private assets to Russian-controlled
entities.
The legal framework governing those events is
straightforward. In 1998, Russia and Ukraine executed the
Investment Treaty designed to encourage cross-border
investment. The Investment Treaty promised foreign investors
fair and equitable treatment, protection against uncompensated
expropriation, and access to arbitration for disputes arising in
connection with covered investments. It applies to investments
made by investors of one contracting party in the territory of
the other and contains a standing offer by each signatory state
to arbitrate qualifying disputes at the investor’s election—
either under the United Nations Commission on International
Trade Law (“UNCITRAL”) Rules or before designated arbitral
institutions. When Russia entered Crimea in February 2014, the
Investment Treaty remained in full force and effect.
At that time, Ukrainian companies had long operated
substantial businesses in Crimea. Their operations were
integrated into local markets and regulated under Ukrainian
law. Russia’s subsequent actions—formal annexation,
extension of Russian law, and measures to seize or nationalize
assets—were undertaken against that settled commercial
landscape. For the Companies, the change was swift and

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decisive. Crimean and Russian forces seized control of the
Companies’ facilities and, by decree, transferred their assets
without compensation in one case.
DTEK’s operations exemplified that reality. It ran an
integrated electricity network serving hundreds of thousands of
customers across Ukraine, supported by generation-related
assets, transmission infrastructure, substations, equipment,
licenses, and contractual rights. These investments were
capital-intensive and immobile by design. The Investors’
businesses differed in form but not in permanence. They owned
and operated petrol stations throughout Crimea, relying on real
property, storage facilities, fuel inventories, vehicles, branding,
and local workforces.
Russia’s response to these entrenched operations was not
negotiation or compensation, but displacement. For DTEK,
that displacement came through legislative acts and physical
takeover. After Russia extended its law to Crimea, local
authorities adopted measures transferring ownership of
designated assets to the Republic of Crimea. DTEK’s property
was later added explicitly to the list. Uniformed personnel took
control of facilities and denied company managers access.
The Investors experienced a similar fate through a more
incremental process. Russian paramilitary forces seized petrol
stations and offices, sold fuel inventories, and displaced
management. Over time, Crimean authorities issued orders
nationalizing the remaining stations and transferring
operational rights to Russian state-owned entities. By 2016,
the Investors’ Crimean operations had been fully extinguished.
The Investment Treaty supplied the Companies’ response.
It promised arbitration as the means of enforcement when its
protections were breached. The Companies invoked that
mechanism. Their paths differed in timing and participation,

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but their claims paralleled: Russia’s actions in Crimea
constituted unlawful expropriation and a breach of the
Investment Treaty.
The Investors moved first. In June 2015, they initiated
arbitration against Russia under the UNCITRAL Rules. Russia
declined to participate. The tribunal proceeded nonetheless,
addressing jurisdiction as a threshold matter and concluding
that the Investors qualified as protected investors, their assets
were covered investments, and the dispute fell within the
Investment Treaty’s arbitration clause.
Russia challenged that jurisdictional ruling in the Swiss
Federal Supreme Court. That court rejected the challenge. The
case returned to the tribunal, where it then proceeded to the
merits and, in April 2019, issued a final award concluding that
Russia had expropriated the Investors’ assets without
compensation and breached its Investment Treaty obligations.
The tribunal awarded more than $34 million in damages.
Russia’s subsequent effort to set aside the award in Swiss court
failed.
DTEK’s arbitration followed a later but similar course. In
February 2018, it commenced arbitration under the
UNCITRAL Rules. Russia initially refused to participate but
later entered the case and contested both jurisdiction and the
merits. Russia argued that Crimea was not Russian territory
and that the Investment Treaty therefore did not apply. The
tribunal rejected those arguments, concluding that Russia
exercised effective control over Crimea and that the Investment
Treaty’s territorial requirement was satisfied.
After full merits proceedings—including extensive
briefing and a week-long evidentiary hearing—the tribunal
issued its final award in November 2023. The tribunal
concluded that Russia had expropriated DTEK’s assets,

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subjected it to discriminatory treatment, and failed to provide
compensation or due process. It awarded approximately $208
million in damages. Russia has applied to set aside DTEK’s
award in the Hague Court of Appeal, and those proceedings
remain pending.
Armed with final arbitral awards, the Companies turned to
the United States District Court for the District of Columbia.
Each filed a petition under the New York Convention, as
implemented by the FAA, seeking confirmation of its award
against the Russian Federation. The filings were separate and
assigned to different judges. But the posture was the same—a
foreign sovereign, an adverse arbitral award, and threshold
challenges to federal jurisdiction.
The Investors filed first, in April 2022. Russia moved to
dismiss, arguing that it remained immune under the FSIA, that
no valid agreement to arbitrate existed, and that exercising
personal jurisdiction would violate due process. The district
court rejected those arguments. It concluded that the Investors
had satisfied the FSIA’s arbitration exception and that personal
jurisdiction followed from subject-matter jurisdiction and
proper service. See Stabil LLC v. Russian Fed’n, No. 1:22-CV-
00983, 2024 WL 5093202, at *2–6 (D.D.C. Dec. 12, 2024).
Although the district court deferred confirmation, it squarely
held that it had jurisdiction to proceed. See id. at *6 (“Though
a stay is unwarranted, so too is immediate confirmation of the
award.”).
DTEK’s petition followed shortly after its final award
issued. Russia again moved to dismiss, advancing the same
jurisdictional theories. The district court rejected them. It held
that DTEK had made a prima facie showing under the FSIA’s
arbitration exception and that Russia’s arguments went to
arbitrability and the merits, not jurisdiction. See JSC DTEK

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Krymenergo v. Russian Fed’n, No. 1:23-CV-03330, 2025 WL
1148347, at *4–6 (D.D.C. Apr. 17, 2025); see also id. at *4
(“DTEK Krymenergo has met its initial burden of production
by pointing to (1) the Ukraine-Russia BIT, (2) the arbitral
award issued under that BIT, and (3) the New York
Convention.”). The district court also denied Russia’s request
for a stay, explaining that parallel foreign proceedings did not
warrant delay under the New York Convention. Id. at *7.
By the end of those rulings, the posture of both cases was
clear. The district court, applying the same statutory
framework and precedent, concluded that it possessed
jurisdiction to adjudicate the Companies’ petitions. The merits
of enforcement remained unresolved. But the threshold
jurisdictional questions—pressed by Russia at every turn—had
been answered in the same way twice.
Invoking the collateral order doctrine, Russia seeks
interlocutory review of both jurisdictional holdings. The
appeals were docketed separately, briefed in parallel, and have
now been consolidated before us.
II
A
We begin, as we must, with our appellate jurisdiction.
Because Russia appeals the district court’s judgements under
the collateral order doctrine, we start there. This doctrine
supplies a narrow alternative path to “appellate jurisdiction.”
Citizens for Resp. & Ethics in Wash. v. U.S. Dep’t of Homeland
Sec., 532 F.3d 860, 864 (D.C. Cir. 2008) (citing Cohen v.
Beneficial Indus. Loan Corp., 337 U.S. 541 (1949)). It permits
interlocutory review “only to a ‘small class’ of decisions” that
conclusively resolve a disputed question, decide an important
issue wholly separate from the merits, and would be effectively

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unreviewable after final judgment. Microsoft Corp. v. Baker,
582 U.S. 23, 29 n.3 (2017) (quoting Coopers & Lybrand v.
Livesay, 437 U.S. 463, 468 (1978)). The Supreme Court has
repeatedly warned that the doctrine’s scope is deliberately
modest, and it has rebuffed efforts to enlarge that “small class”
beyond its narrow and selective bounds. Will v. Hallock, 546
U.S. 345, 350 (2006); see also Digital Equip. Corp. v. Desktop
Direct, Inc., 511 U.S. 863, 868 (1994) (“[T]he narrow
exception should stay that way and never be allowed to
swallow the general rule that a party is entitled to a single
appeal, to be deferred until final judgment.” (citation
modified)).
Here, we exercise our appellate jurisdiction “under the
collateral order doctrine to review the denial of Russia’s claim
of sovereign immunity.” Hulley Enters. Ltd. v. Russian Fed’n,
149 F.4th 682, 687 (D.C. Cir. 2025) (citation omitted). That
conclusion follows from first principles. Sovereign immunity
is not a defense to be weighed after the fact; it is an immunity
from suit itself. And once a sovereign is required to litigate,
the immunity—like the quiet it protects—is already lost. See
Bolivarian Republic of Venezuela v. Helmerich & Payne Int’l
Drilling Co., 581 U.S. 170, 174 (2017) (explaining that foreign
sovereign immunity’s “basic objective” is “to free a foreign
sovereign from suit” (citation omitted)).
When we take up a denial of immunity under the FSIA
through the collateral-order doctrine, as we do here, our review
does not necessarily stop there. We may also consider a foreign
sovereign’s challenge to personal jurisdiction under our
pendent appellate jurisdiction, and we do so here. See, e.g.,
Jungquist v. Sheikh Sultan Bin Khalifa Al Nahyan, 115 F.3d
1020, 1027 (D.C. Cir. 1997) (addressing a personal jurisdiction
challenge vis-à-vis pendant appellate jurisdiction); Helmerich

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& Payne Int’l Drilling Co. v. Venezuela, 153 F.4th 1316, 1325
(D.C. Cir. 2025) (same).
B
Our standard of review proceeds on settled ground.
Whether an exception to sovereign immunity applies under the
FSIA is a legal question, and we review it “de novo.”
Zhongshan Fucheng Indus. Inv. Co. v. Fed. Republic of Nigeria
(Zhongshan), 112 F.4th 1054, 1061 (D.C. Cir. 2024). The
same is true of the threshold questions that frame the arbitration
exception: whether a qualifying arbitration agreement exists
under 28 U.S.C. § 1605(a)(6), and whether a treaty potentially
governs enforcement of the award. Those determinations, too,
are reviewed “de novo.” NextEra Energy Glob. Holdings B.V.
v. Kingdom of Spain (NextEra), 112 F.4th 1088, 1099 (D.C.
Cir. 2024). And because personal jurisdiction under the FSIA
presents a legal question once the relevant facts are set, we
likewise review that question “de novo.” Saint-Gobain
Performance Plastics Eur. v. Bolivarian Republic of
Venezuela, 23 F.4th 1036, 1040 (D.C. Cir. 2022).
Any factual findings that bear on jurisdiction are reviewed
for what they are—facts—and we disturb them only for “clear
error.” Jungquist, 115 F.3d at 1028 (citing Herbert v. Nat’l
Acad. of Scis., 974 F.2d 192, 197 (D.C. Cir. 1992)).
III
Russia presses several arguments on appeal. It contends
that the district court erred in denying immunity under the
FSIA and in concluding that personal jurisdiction exists given,
in its view, the protections of the Due Process Clause. We
disagree. Properly understood, neither of Russia’s contentions
undermines the district court’s subject-matter and personal
jurisdiction.

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A
The FSIA begins from a simple premise that foreign states
are immune from suit in American courts. But that premise is
not absolute. The Act sets out a series of carefully drawn
exceptions, and when one applies, foreign sovereign immunity
falls away. See LLC SPC Stileks v. Republic of Moldova
(Stileks), 985 F.3d 871, 877 (D.C. Cir. 2021) (explaining that
foreign states are “generally immune” under the FSIA, but that
the Act “also established various exceptions” (citing 28 U.S.C.
§§ 1604, 1605)); see also Permanent Mission of India to the
United Nations v. City of New York, 551 U.S. 193, 197 (2007)
(“Under the FSIA, a foreign state is presumptively immune
from suit unless a specific exception applies.” (citing 28 U.S.C.
§ 1604; Saudi Arabia v. Nelson, 507 U.S. 349, 355 (1993))).
Those exceptions are not supplemental; they are exclusive.
They provide the “sole basis for obtaining” subject-matter
jurisdiction over a foreign state “in our courts.” Argentine
Republic. v. Amerada Hess Shipping Corp., 488 U.S. 428, 434
(1989). Russia invokes foreign sovereign immunity here. The
Companies, for their part, seek enforcement of their respective
arbitral awards under the FSIA’s arbitration exception. The
question before us is whether the Companies satisfy that
exception.
In addressing this issue, the governing framework is well
settled. In NextEra, we explained that the FSIA arbitration
exception, 28 U.S.C. § 1605(a)(6), requires three jurisdictional
facts: “(1) an arbitration agreement, (2) an arbitration award,
and (3) a treaty potentially governing award enforcement.” 112
F.4th at 1100. We “must independently confirm” each of those
facts. Hulley, 149 F.4th at 687 (citation omitted). Once they
are confirmed, the FSIA’s arbitration exception is satisfied;
questions about the reach, application, or merits of a treaty-
based arbitration clause do not enter our jurisdictional inquiry.

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See NextEra, 112 F.4th at 1101. The Companies bear the
“initial burden” of establishing these jurisdictional facts.
Chevron Corp. v. Ecuador, 795 F.3d 200, 204 (D.C. Cir. 2015).
And they have carried that burden.
B
We first address whether the Companies have shown the
existence of an arbitration agreement. They have done so in
the usual way by “producing the [Investment Treaty] and the
notice of arbitration.” Chevron, 795 F.3d at 205. Doing so is
ordinarily enough. Russia nevertheless resists that conclusion.
It argues that the Companies did not make investments in
Russian territory because they invested in Crimea, which
Russia insists remained part of Ukraine at the time. In Russia’s
view, the Investment Treaty’s arbitration clause never extended
to the Companies’ investments, and Russia’s subsequent
control over Crimea did not transform them into covered ones
under the treaty.
That argument is flawed. At bottom, Russia does not deny
that the Investment Treaty exists or that it contains an
agreement to arbitrate. In essence, Russia invokes a familiar
but unavailing contention that the Investment Treaty “does not
prove that it agreed to arbitrate this particular dispute,” but
only that it agreed “to arbitrate certain disputes” with Ukrainian
investors. Stileks, 985 F.3d at 878. Our precedent forecloses
that argument.
As we recently explained, “questions about whether an
arbitration agreement covers a particular investment pertain to
the scope of the agreement and are not jurisdictional.” Hulley,
149 F.4th at 689 (citation omitted); see also NextEra, 112 F.4th
at 1101 (“[D]isputes about the scope of an arbitration
agreement, such as whether a binding arbitration agreement
covers a particular dispute, are not jurisdictional questions

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under the FSIA.” (citation modified)). Russia’s argument
therefore fails because it turns on whether the Companies’
investments fall within the scope of the Investment Treaty—
not on whether an agreement to arbitrate exists at all.
The point is reinforced by how the FSIA’s arbitration
exception operates. It requires only that the arbitral tribunal
“purported to make an award pursuant to the [Investment
Treaty], not that it in fact did so.” NextEra, 112 F.4th at 1104.
Here, the tribunals concluded that the Investment Treaty
supplied jurisdiction and held Russia liable for breaching it.
That should end our jurisdictional inquiry. Russia nonetheless
turns to first principles of contract law, and its asserted
intentions when it signed the Investment Treaty, urging that no
applicable arbitration agreement exists. That effort fares no
better.
By pressing these arguments, Russia collapses two
questions that our caselaw keeps distinct. One asks whether a
dispute is arbitrable under the Investment Treaty. The other
asks whether an arbitration agreement exists for purposes of the
FSIA. The first goes to the scope and merits of the agreement;
the second to jurisdiction. They are not the same and treating
them as such does not make them so.
Russia’s silence makes that point. It does not deny that it
consented to arbitrate investment disputes in the Investment
Treaty. It does not dispute that the treaty was in force at the
relevant time. It does not claim that the agreement to arbitrate
is void. Strip those points away, and nothing jurisdictional
remains. What is left is a merits defense—one dressed up as a
challenge to the court’s jurisdiction to hear the case.
Russia’s reframing does not cure the defect. It next insists
that it never intended to agree to arbitrate for the benefit of
particular investors—Ukrainian investors operating in Crimea.

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But that contention merely repackages the same mistake. It
again confuses who ultimately prevails under the Investment
Treaty with whether an agreement to arbitrate exists at all. We
have rejected this maneuver before, and repeatedly.
For example, in NextEra, Spain argued that the “standing
offer to arbitrate contained in Article 26 of the ECT does not
extend to EU nationals like the companies,” but instead reaches
only investors from non-EU signatories. 112 F.4th at 1103.
We rejected that contention because it “regard[ed] the scope of
the Energy Charter Treaty, not its existence,” and thus went
only to “whether the ECT’s arbitration provision applies to
these disputes,” not to whether an agreement to arbitrate
existed in the first place. Id.
Russia, however, argues that NextEra stood for the
proposition that a party relying on an investment treaty to
establish the existence of a relevant arbitration agreement
under the FSIA must demonstrate that it belongs to the “class
of private investors,” 112 F.4th at 1102, that may invoke the
benefits of the treaty. Russia misreads that case.
There, we clarified that “[w]hen a sovereign makes ‘an
agreement . . . to submit to arbitration’ by entering an
investment treaty with other sovereigns ‘for the benefit of’ a
class of private investors, it is the treaty that manifests the
sovereign’s consent to arbitrate.” Id. at 1102 (quoting 28
U.S.C. § 1605(a)(6)). In doing so, we “look[ed] to the
investment treaty itself to identify the scope of the sovereign’s
consent and the relevant agreement for purposes of the FSIA’s
arbitration exception.” Id. (emphasis added). And while “a
sovereign’s consent to arbitration is important,” “sovereigns
can condition their consent to arbitrate by writing various terms
into their bilateral investment treaties.” BG Grp., PLC v.
Republic of Argentina, 572 U.S. 25, 43 (2014).

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In addressing whether Spain consented to arbitration, we
held that “[t]he investment treaty offer[ed] powerful reasons to
conclude that the standing offer to arbitrate contained in the
ECT’s arbitration provision extends to EU nationals.”
NextEra, 112 F.4th at 1102. That was because “[t]he clear
terms of the ECT’s arbitration provision cover disputes
between a Contracting Party and an investor of another
Contracting Party.” Id. (citation modified). And in short order,
we concluded that Spain was clearly a “Contracting Party” and
the companies were “undeniably Investor[s] of another
Contracting Party,” because those companies were “organized
in accordance with the law applicable in the Netherlands or
Luxembourg.” Id. (internal quotation marks omitted).
Here, the Investment Treaty leaves little room for doubt.
It covers “[a]ny dispute between one Contracting Party and an
investor of the other Contracting Party arising in connection
with investments.” No. 25-7064, J.A. 236. Russia is
indisputably a “Contracting Party.” Id. And the Companies are
“investor[s] of a Contracting Party,” because they are “legal
entit[ies] constituted in accordance with the legislation in force
in [Ukraine].” No. 25-7064, J.A. 233; see also 25-7064, J.A.
376 (noting that DTEK is “a Ukrainian energy supplier”); 25-
7064, J.A. 383 (observing that Russia refers to DTEK as “a
Ukrainian entity”); 25-7005, J.A. 183 (explaining, in the Notice
of Arbitration, that the Investors are “eleven companies
organized under the laws of Ukraine”). On that much, the
Investment Treaty’s text—and the record—are clear.
Russia’s objection begins only with the definition’s second
clause, which requires that the “legal entity” be “competent” to
make investments “in the territory of the other Contracting
Party.” No. 25-7064, J.A. 233. But even there, Russia does
not argue that the Companies would generally fall outside the
Investment Treaty’s definition of an investor. It instead

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19
advances a narrower contention that because the Companies’
investments were in Crimea, the Investment Treaty’s
arbitration clause does not apply here.
As mentioned, that argument reprises a familiar refrain.
As in NextEra, “[i]t does not matter why the [Investment
Treaty] may not apply to the dispute.” 112 F.4th at 1104
(citation modified). The reason is decisive that “[w]hether the
[Investment Treaty] applies to [a] dispute is not a jurisdictional
question under the FSIA.” Id. at 1103 (citation modified).
Questions about territorial reach and treaty coverage go to the
scope of the agreement—to arbitrability—not to the existence
of consent. For jurisdictional purposes, that is the end of the
matter. The Companies therefore “showed [Russia]’s
agreement to arbitrate” within the meaning of the FSIA by
“produc[ing] copies of the [Investment Treaty].” Id. (quoting
Stileks, 985 F.3d at 877). NextEra aside, we have rejected in
other cases similar arguments to Russia’s.
Hulley, for instance, followed the same path. There,
Russia pointed to treaty language “provid[ing] for settlement
of disputes between a Contracting Party and an Investor of
another Contracting Party,” and argued that the claimants—
though formally organized abroad—were controlled by
Russian nationals and therefore not investors “of another
Contracting Party.” Hulley, 149 F.4th at 690 (internal
quotation marks omitted). We rejected that argument as well,
holding that “[o]ur decision in NextEra squarely foreclose[d]
Russia’s argument.” Id.
So too in Chevron. Ecuador insisted that if Chevron’s
claims fell outside the treaty, “then Ecuador never agreed to
arbitrate with Chevron,” and the district court therefore lacked
subject-matter jurisdiction. Chevron, 795 F.3d at 205. All that
the FSIA requires of the petitioner for jurisdictional purposes

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20
is a prima facie showing of the existence of an agreement to
arbitrate, which the foreign sovereign then must rebut. Id.
Ecuador’s only response was that it did not agree to arbitrate
this agreement, not that no agreement to arbitrate existed at all.
Id. We declined that invitation. The argument failed because
it mistook a question of scope for a defect of jurisdiction.
Stileks drove the point home. There, Moldova argued that
the Energy Charter Treaty did not give the arbitral tribunal
jurisdiction over the dispute and that “the resulting award was
not ‘made pursuant to such an agreement to arbitrate.’” Stileks,
985 F.3d at 877 (quoting 28 U.S.C. § 1605(a)(6)). It elaborated
that although the treaty “may establish that Moldova agreed to
arbitrate certain disputes,” it did not agree “to arbitrate this
particular dispute.” Id. at 878. We answered directly that “the
arbitrability of a dispute is not a jurisdictional question under
the FSIA.” Id. (citation omitted). From that premise followed
the conclusion we have repeated many times since—“[t]he
FSIA’s arbitration exception therefore applies,” rejecting
Moldova’s immunity claim. Id.
Just as we did in those cases, we reject Russia’s argument
here because it goes to the scope of the arbitration agreement
and not its existence. Again, Russia does not dispute that it has
entered into an arbitration agreement by signing the Investment
Treaty with Ukraine. It only disputes that the Investment
Treaty does not apply to the Companies’ investments. That is
a textbook defense against the arbitrability of these disputes,
not the existence of the agreement.
For these reasons, we hold that the Companies have
satisfied the first element of the FSIA’s arbitration exception.

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21
C
There is no genuine dispute whether the arbitral tribunals
issued arbitral awards—the second element of FSIA’s
arbitration exception. The record confirms that awards were
issued, and Russia does not contend otherwise. Still, because
the inquiry is jurisdictional, we do not proceed on these
concessions alone. As discussed above, we “must
independently confirm,” Hulley, 149 F.4th at 687 (citations
omitted), whether the tribunals issued arbitral awards.
In DTEK’s arbitration proceeding, the tribunal awarded
DTEK roughly $208 million. And in the Investors’ arbitration
proceeding, the respective tribunal awarded them more than
$34 million in damages. Those awards settle the issue. See id.
at 688 n.3 (holding that the second element of the FSIA’s
arbitration exception was satisfied because “[t]he [t]ribunal
awarded the [s]hareholders $50 billion in damages” (citation
omitted)). Thus, we hold that the Companies have satisfied the
second element of the FSIA’s arbitration exception.
D
With the first two elements of the FSIA arbitration
exception established, we address whether the New York
Convention potentially governs the awards. Russia says no. In
its view, the awards are political awards and falls outside the
Convention’s ambit, relying on Island Territory of Curacao v.
Solitron Devices, Inc., 356 F. Supp. 1, 13 (S.D.N.Y. 1973),
aff‘d, 489 F.2d 1313 (2d Cir. 1974). Russia insists that the
awards would not exist but for the tribunals’ conclusion that
Crimea is Russian territory—a determination Russia
characterizes as geopolitical rather than commercial. We
disagree.

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Russia’s argument stumbles out the gate. It asserts that, to
invoke the FSIA’s arbitration exception, the award must in fact
be governed by a relevant treaty. But that is not what the statute
says. Section 1605(a)(6) provides that the arbitration exception
applies so long as “the agreement or award is or may be
governed by a treaty or other international agreement in force
for the United States calling for the recognition and
enforcement of arbitral awards.” 28 U.S.C. § 1605(a)(6)(B)
(emphasis added). Congress chose its words carefully. The
statute requires only the possibility of treaty governance, not
certainty. Put differently, the question is not whether the New
York Convention ultimately controls the award, but whether it
plausibly could. Potential coverage suffices. And so, on this
point as well, Russia’s argument fails.
With that argument rejected, the proper question becomes
whether the New York Convention potentially governs the
awards in this case. On that question, our caselaw has long
been settled. “[T]he New York Convention ‘is exactly the sort
of treaty Congress intended to include in the arbitration
exception.’” Creighton Ltd. v. Gov’t of Qatar, 181 F.3d 118,
123–24 (D.C. Cir. 1999) (quoting Cargill Int’l S.A. v. M/T
Pavel Dybenko, 991 F.2d 1012, 1018 (2d Cir. 1993)). We have
said as much repeatedly, and without equivocation. See
Process & Indus. Devs. Ltd. v. Fed. Republic of Nigeria
(P&ID), 27 F.4th 771, 776 (D.C. Cir. 2022) (“We have
recognized that ‘the New York Convention is exactly the sort
of treaty Congress intended to include in the arbitration
exception.’” (quoting Creighton, 181 F.3d at 123–24)); Stileks,
985 F.3d at 877 n.3 (“Nor is there doubt that the New York
Convention, ratified by the United States, calls for the
enforcement of arbitral awards.” (citing Creighton, 181 F.3d at
123–24)).

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That said, the Convention’s reach has limits. It applies
only where certain conditions are met. The Convention
requires that the arbitrated dispute “(1) arise out of a legal
relationship that is (2) considered as commercial.” Zhongshan,
112 F.4th at 1062 (citation modified).
1
The Convention’s first requirement—a legal
relationship—is not demanding. Under the Convention, such
a relationship exists “if there is an agreement, whether
contractual or not.” Id. But not every agreement qualifies. The
agreement must “explicitly contemplate[] which parties it
would obligate”; it must determine “the extent of the
obligations”; and it must provide “the legal framework to
govern the arrangement.” Diag Hum., S.E. v. Czech Republic–
Ministry of Health, 824 F.3d 131, 135 (D.C. Cir. 2016). When
those elements are present, the Convention’s legal relationship
requirement is met. The Investment Treaty satisfies each of
these elements.
To begin, it “explicitly contemplate[s] which parties it
would obligate.” Id. at 135. Article 2(2) of the Investment
Treaty requires that “[e]ach Contracting Party guarantees, in
accordance with its legislation, the full and unconditional legal
protection of investments by investors of the other Contracting
Party.” No. 25-7005, J.A. 547; see also No. 25-7064, J.A. 234
(same). The obligation runs in both directions, and it runs to
investors of the other State. That is sufficient. See Zhongshan,
112 F.4th at 1062 (concluding that a legal relationship existed
because “the Investment Treaty expressly obligate[d] Nigeria
to protect investments made by Chinese investors, including
those by Zhongshan” (citation omitted)).
Next, the Investment Treaty determines “the extent of the
obligations.” Diag Hum., 824 F.3d at 135. Article 2(2) of the

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Investment Treaty, as discussed above, guarantees legal
protection for “investments by investors of the other
Contracting Party.” No. 25-7005, J.A. 547; see also No. 25-
7064, J.A. 234 (same). Article 3(1) goes further, requiring each
“Contracting Party” to ensure that investments made by
investors of the other party receive “treatment no less favorable
than that which it accords to its own investors or to investors
of any third state.” No. 25-7005, J.A. 547; see also No. 25-
7064, J.A. 234 (same). Article 4 requires that each
“Contracting Party . . . shall ensure the greatest possible
transparency and accessibility of [its] legislation” concerning
investments made by foreign investors. No. 25-7005, J.A. 548;
see also No. 25-7064, J.A. 234 (same). Article 5(2) specifies
that the “amount of such compensation shall correspond to the
market value of the expropriated investments immediately
before the date of expropriation or before the fact of
expropriation became officially known.” No. 25-7005,
J.A. 549; see also No. 25-7064, J.A. 235 (same). And Article
7(1) guarantees investors, after satisfying applicable tax
obligations, “unimpeded transfer abroad of payments
associated with the investments.” No. 25-7005, J.A. 550; see
also No. 25-7064, J.A. 235 (same). These provisions do not
gesture vaguely toward obligations; they define them.
Moreover, the Investment Treaty supplies “the legal
framework to govern the arrangement.” Diag Hum., 824 F.3d
at 135. Article 9(1) provides that “[a]ny dispute between one
Contracting Party and an investor of the other Contracting
Party arising in connection with investments, including
disputes concerning the amount, terms, and payment
procedures of the compensation,” falls within its ambit. No.
25-7005, J.A. 551; see also No. 25-7064, J.A. 236 (same). The
Investment Treaty then sets the path for resolving such
disputes. Article 9(1) further provides that the disputing parties
“shall endeavor to settle the dispute through negotiations if

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25
possible.” No. 25-7005, J.A. 551; see also No. 25-7064, J.A.
236 (same). And Article 9(2) declares that if those efforts fail
within six months of written notice, the dispute proceeds to “a
competent court or arbitration court,” the “Arbitration Institute
of the Stockholm Chamber of Commerce,” or an “‘ad hoc’
arbitration tribunal, in accordance with the Arbitration
Regulations of the . . . []UNCITRAL[].” No. 25-7005,
J.A. 551–52; see also No. 25-7064, J.A. 236 (same).
Additionally, while the Investment Treaty ran between
Russia and Ukraine, not Russia and the Companies, it pledged
protection and fair treatment to foreign investors.
It is, however, no novelty for an investment treaty to
confer a benefit on third parties. Contract law has long
recognized as much through the doctrine of third-party
beneficiary—a doctrine with longstanding common law
pedigree. See Curtis R. Reitz, Construction Lenders’ Liability
to Contractors, Subcontractors, and Materialmen, 130 U. Pa.
L. Rev. 416, 423 (1981) (“It is well-settled in the law of
contracts that the creation of third-party-beneficiary status
occurs only when the two parties negotiating the arrangement
intend to confer that status on a third party.” (citation omitted)).
Such an agreement “creates a duty in the promisor to any
intended beneficiary to perform the promise, and the intended
beneficiary may enforce the duty.” Zhongshan, 112 F.4th at
1062. And while the analogy between a treaty and a private
contract is imperfect, it is close enough to be instructive. After
all, “[a] treaty is ‘essentially a contract between two sovereign
nations.’” Herrera v. Wyoming, 587 U.S. 329, 345 (2019)
(quoting Washington v. Wash. State Com. Passenger Fishing
Vessel Ass’n, 443 U.S. 658, 675, modified rev’d nom.
Washington v. United States, 444 U.S. 816 (1979)). And “the
Supreme Court has analyzed a similar bilateral investment
treaty as if it were a contract between the sovereign and the

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26
investor corporation seeking to confirm an arbitral award.”
Chevron, 795 F.3d at 207.
Moreover, an arbitration clause “in an investment treaty
can both (1) constitute an agreement ‘for the benefit’ of a
private party; and (2) give rise to a separate agreement ‘with’ a
private party.” NextEra, 112 F.4th at 1101 (quoting 28 U.S.C.
§ 1605(a)(6)). An arbitration provision found in an investment
treaty, like the one here, creates “a unilateral offer to arbitrate
by each sovereign to investors of the other signatory countries.”
Id. at 1102 (emphasis added) (citation modified).
Consequently, foreign investors desiring to invoke an
investment treaty’s arbitration clause “may accept the offer by
filing a notice of arbitration, and thereby create a second
arbitration agreement—this one made by the sovereign with a
private party.” Id. (citation modified).
Here, the Investment Treaty conferred specified benefits
upon investors. It expressly guarantees Ukrainian investors
protection of their investments and fair and equal treatment.
The benefits the Investment Treaty guarantees to investors are
distinct from those it guarantees to the signatory states. That is
evidenced by the fact that the Investment Treaty provides two
distinct dispute-resolution mechanisms: one for investor-state
arbitrations, found in Article 9, and one for arbitrations
between the signatory states, found in Article 10. What’s more,
the Companies invoked the Investment Treaty’s arbitration
provision here by filing notices of arbitration. Given those
facts, we hold that a legal relationship exists between Russia
and the Companies.
2
That discussion takes us to whether the legal relationship
between Russia and the Companies is “commercial.”
Zhongshan, 112 F.4th at 1062. Russia insists that it is not. This

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27
case, in its view, is sui generis because the award is geopolitical
in nature, overwhelming any commercial character that the
dispute might otherwise possess. In support of that position,
Russia asserts that neither of the arbitral awards would exist
but for a border dispute between Russia and Ukraine. From
that premise, it reasons that the dispute turns exclusively on
whether Crimea is Russian or Ukrainian territory—a question
Russia labels geopolitical rather than commercial. We once
again disagree. Whatever rhetorical force the label
“geopolitical” may carry, it does not do the work Russia
assigns it.
Before we reach the merits of Russia’s argument,
however, we address the Investors’ forfeiture contention. The
Investors contend that Russia forfeited this argument. In their
view, Russia raises this contention for the first time on appeal,
and arguments first sprung at this stage are “plainly forfeited.”
Crooks v. Mabus, 845 F.3d 412, 422 (D.C. Cir. 2016). And
that is ordinarily how it goes, but that rule, in this instance, does
not end this matter.
That rule carries an exception: “Arguments against
subject-matter jurisdiction cannot be waived.” Hornbeck
Offshore Transp., LLC v. United States, 569 F.3d 506, 512
(D.C. Cir. 2009) (citing Akinseye v. District of Columbia, 339
F.3d 970, 971 (D.C. Cir. 2003)). This principle is “axiomatic.”
NetworkIP, LLC v. FCC, 548 F.3d 116, 120 (D.C. Cir. 2008).
Subject-matter jurisdiction, after all, “involves a court’s power
to hear a case.” United States v. Delgado-Garcia, 374 F.3d
1337, 1341 (D.C. Cir. 2004). And while arguments in favor of
jurisdiction “can be waived by inattention or deliberate
choice,” we, as a court of limited jurisdiction, are bound by a
stricter command that “no action of the parties can confer
subject-matter jurisdiction upon a federal court.” NetworkIP,
548 F.3d at 120.

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28
That command governs here. Russia advances its
argument as a challenge to the applicability of the New York
Convention to the arbitral awards—an objection that, if
accepted, would defeat the district court’s subject-matter
jurisdiction under the FSIA. Because the argument strikes at
the district court’s subject matter jurisdiction, Russia has not
forfeited it. But clearing this forfeiture hurdle does not carry
Russia’s argument. Considered on the merits, the argument
does not fare well.
We have defined “commercial” as “matters or
relationships, whether contractual or not, that arise out of or in
connection with commerce.” Belize Soc. Dev. Ltd. v. Gov’t of
Belize, 794 F.3d 99, 104 (D.C. Cir. 2015). On its face, this
definition is quite broad. While broad, however, that reading
of “commercial” maps onto the phrase’s “established meaning
as a term of art” in the field of international arbitration. Diag
Hum., 824 F.3d at 136 (citation omitted). And “[i]n the
absence of contrary indication, we assume that when a statute
uses [a term of art], Congress intended it to have its established
meaning.” McDermott Int’l, Inc. v. Wilander, 498 U.S. 337,
342 (1991) (citing Morissette v. United States, 342 U.S. 246,
263 (1952); Gilbert v. United States, 370 U.S. 650, 658
(1962)).
Here, the dispute between Russia and DTEK arises from
investments planted squarely in commerce. DTEK’s
investment in Crimea consisted of an electricity distribution
business that operated the power grid and supplied “electricity
to more than 780,000 consumers” across Ukraine. No. 25-
7064, J.A. 56. An investment of that sort is plainly “in
connection with commerce” and therefore commercial for
purposes of the New York Convention. Belize, 794 F.3d at
104; see also id. (concluding that the “provision of

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29
telecommunication services has an . . . obvious connection to
commerce”).
The Investors’ dispute with Russia makes the point even
more vividly. It concerns the seizure and sale of petrol
stations—retail enterprises by any measure. In Belize, we held
that the “sale of real property” constitutes a “transaction with a
connection to commerce.” 794 F.3d at 104. The arbitral
tribunal found that Russia seized “a chain of 31 Petrol stations”
that the Companies “owned, operated, and supplied.” No. 25-
7005, J.A. 60. Russian paramilitary forces then sold the
remaining fuel at “substantially lower prices.” No. 25-7005,
J.A. 68. The Crimean government also stripped the Investors
of the “right or economic management” of the stations. No.
25-7005, J.A. 70. If these facts do not establish a “connection
to commerce,” Belize, 794 F.3d at 104, it is hard to imagine
what would. The record tells a straightforward account of
commercial enterprises taken, sold, and transferred. That
telling overwhelms Russia’s attempt to recast the dispute as
something else entirely.
Furthermore, contrary to Russia’s insistence, neither
arbitral award resolved a geopolitical dispute. In both
proceedings, the tribunals expressly declined to determine
whether Crimea falls under Russia’s sovereignty.
In the arbitration concerning DTEK’s investments, the
tribunal simply observed that “there is no dispute that since
2014 Crimea is under the control of the Russian Federation—
and the alleged breach occurred in 2015.” No. 25-7064, J.A.
71. That statement did not purport to settle questions of
sovereignty. To be sure, when construing the definition of
“territory,” the tribunal turned to the word’s ordinary meaning,
citing the tenth edition of Black’s Law Dictionary, which
defines “territory” as “[a] geographical area included within a

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particular government’s jurisdiction; the portion of the earth’s
surface that is in a state’s exclusive possession and control.”
Id. (citation modified). From that definition, the tribunal drew
a candid conclusion that the ordinary meaning of “territory”
“encompasses the entire area within a State’s possession or
control, over which a government exercises de facto
jurisdictional powers—irrespective of the question of
sovereignty.” Id.
In the Investors’ arbitration proceeding, the tribunal took
the same tack. It did not adjudicate competing claims of
sovereignty. It instead interpreted treaty language according to
its plain and ordinary meaning. That is the work of contract
interpretation, not the stuff of geopolitics. The tribunals, in
both proceedings, did not resolve border disputes or pronounce
on international status. They applied the Investment Treaty to
commercial conduct occurring in territory under Russia’s de
facto control. Nothing more—and nothing less. Thus, we
conclude that the Companies have established that their legal
relationship with Russia is “commercial.” Zhongshan, 112
F.4th at 1062.
Because the Companies have shown “(1) an arbitration
agreement, (2) an arbitration award, and (3) a treaty potentially
governing award enforcement,” NextEra, 112 F.4th at 1100, we
hold that the district court did not err in applying the FSIA’s
arbitration exception.
E
We now turn to DTEK’s alternative grounds for
affirmance. DTEK argues that the district court’s exercise of
jurisdiction may be sustained under the FSIA’s waiver
exception because Russia implicitly waived its sovereign
immunity when it ratified the New York Convention. On its
telling, the Convention contemplates enforcement of arbitral

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awards against contracting sovereigns in the domestic courts of
other signatories, and Russia’s reciprocal agreement to that
regime amounts to an implicit waiver of foreign sovereign
immunity.
Although we once held in an unpublished judgment that “a
sovereign, by signing the New York Convention, waives its
immunity from arbitration-enforcement actions in other
signatory states,” Tatneft v. Ukraine, 771 F. App’x 9, 10 (D.C.
Cir. 2019), we have declined to “formally adopt[] [that
theory].” P&ID, 27 F.4th at 774. We will do so again today.
Because we have concluded that the district court has
jurisdiction under the FSIA’s arbitration exception, we need
not decide whether ratification of the New York Convention
alone affects an implicit waiver of foreign sovereign immunity.
See Metro. Wash. Chapter, Associated Builders & Contractors,
Inc. v. District of Columbia, 62 F.4th 567, 576 (D.C. Cir. 2023)
(explaining “the cardinal principle of judicial restraint” that
courts should resolve no more than is necessary to decide the
case (citation modified)).
IV
Having established that the district court properly
exercised subject-matter jurisdiction, we turn to Russia’s
remaining argument. It maintains that the district court
nonetheless lacked personal jurisdiction. According to Russia,
the Fifth Amendment, entitles it, even as a foreign state, to due-
process protections, and absent minimum contacts with the
United States, the exercise of personal jurisdiction here would
be unconstitutional. Russia acknowledges that our precedent
stands in its way. It argues instead that our precedent is wrong.
That is a heavy lift, and Russia fails to carry it. As before,
Russia urges us to revisit ground we have already covered.
And as before, we reject that request.

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As a matter of course—and as Russia itself concedes—our
precedent forecloses its argument. We have long held that
“foreign states are not ‘persons’ protected by the Fifth
Amendment,” and therefore are not entitled to the
constitutional protections afforded to private defendants. Price
v. Socialist People’s Libyan Arab Jamahiriya, 294 F.3d 82, 96
(D.C. Cir. 2002). That rule has been settled for decades. So
whatever theoretical appeal Russia’s position may have, it runs
headlong into institutional reality. Even if we were inclined to
revisit Price, we could not do so. Panels are bound by prior
decisions of this court unless and until they are overturned by
us “sitting en banc” or by “the Supreme Court.” See United
States v. Torres, 115 F.3d 1033, 1036 (D.C. Cir. 1997) (citing
LaShawn A. v. Barry, 87 F.3d 1389, 1395 (D.C. Cir. 1996)).
Russia also cites GSS Group Ltd. v. National Port
Authority, 680 F.3d 805 (D.C. Cir. 2012) for the rule that
enforcement of an arbitral award must be dismissed for lack of
personal jurisdiction where, as here, the action has no
connection to the United States. Russia misconstrues that case.
GSS Group did not involve a foreign government. There,
we explained that “precedent foreclose[d] [the appellant]’s
argument,” because “the Supreme Court and this court have
repeatedly held that foreign corporations may invoke due
process protections to challenge the exercise of personal
jurisdiction over them.” Id. at 813 (collecting cases). We read
Price narrowly because its “limit on due process protections
applied only to an actual foreign government,” not to foreign
corporations, even those owned by a state. Id. at 814 (emphasis
added) (citation modified). That distinction matters here.
Russia undoubtedly is a foreign government, not a foreign
corporation. GSS Group therefore speaks past the instant case
and is inapposite. All told, this case does not advance Russia’s
cause.

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33
More too, the Supreme Court’s recent holding in
CC/Devas (Mauritius) Ltd. v. Antrix Corp. eliminates any
lingering doubt that personal jurisdiction was lacking here. See
605 U.S. 223, 237 (2025). There, the Court held that personal
jurisdiction exists under the FSIA, “when an immunity
exception applies and service is proper.” Id.; see also
Schubarth v. Fed. Republic of Germany, 891 F.3d 392, 397 n.1
(D.C. Cir. 2018) (explaining that personal jurisdiction exists
where “subject matter jurisdiction has been satisfied” and
“proper service has been effected” (citing 28 U.S.C.
§ 1330(b))).
On that note, because Russia does not dispute that the
Companies properly effected service, personal jurisdiction here
“turns on the satisfaction of an FSIA exception.” Schubarth,
891 F.3d at 397 n.1. As explained above, the Companies have
satisfied the FSIA’s arbitration exception. Therefore, we hold
that the district court did not err in determining that personal
jurisdiction exists in these cases.
* * * *
For the foregoing reasons, we affirm the district court’s
judgments.
So ordered.

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