Bridas S.A.P.I.C. v. Government of Turkmenistan

Bridas S.A.P.I.C. and other affiliated Argentinian companies (Bridas) (plaintiffs), entered into a joint-venture agreement with Turkmenneft, a production association owned by the government of Turkmenistan (government) (defendant). The government itself was not a signatory to the agreement. The joint venture created an entity called Joint Venture Keimir, which was tasked with conducting hydrocarbon operations in southwestern Turkmenistan. The agreement provided that any dispute related to the contract would be exclusively settled through arbitration. A dispute arose due to the government’s actions against Bridas. Bridas initiated an arbitration proceeding, seeking to bind the government to the arbitration agreement under theories of agency, estoppel, third-party-beneficiary doctrine, and alter-ego doctrine. The government argued that it was not a party to arbitration because it did not sign the joint-venture agreement. The arbitration panel issued several partial awards and a final award. The panel found that it had jurisdiction over the government, that the government was a proper party, and that the government had repudiated the joint-venture agreement by its actions. Bridas accepted the repudiation. The panel also awarded substantial damages to Bridas relating to the government’s repudiation. Bridas filed suit in federal district court to confirm the partial and final awards, and the government moved to vacate or modify the awards. The district court denied the motion to vacate or modify, and the government appealed to the Fifth Circuit.