Gulf Petro Trading, Co. Inc. v. Nigerian Nat'l Petroleum Corp.

Petrec International, Inc. (Petrec) (plaintiff), which was a subsidiary of Gulf Petro Trading Co. Inc. (Gulf) (plaintiff), and Nigerian National Petroleum Corporation (NNPC) (defendant), a company wholly owned by the government of Nigeria, entered into a joint-venture agreement whereby Petrec was to reclaim and salvage slop oil discarded by NNPC in the course of NNPC’s operations in Nigeria. Petrec and NNPC agreed to submit any disputes arising out of the joint venture to arbitration. A dispute arose, and Petrec initiated arbitration proceedings with the Chamber of Commerce and Industry of Geneva. In 2001 the arbitral panel issued a final award in favor of NNPC. Petrec challenged the final award in court in Switzerland, but the Swiss court upheld the panel’s decision. Petrec and Gulf then initiated a series of suits in United States district court and, in the present action, alleged that the final award was procured by fraud, bribery, and corruption of the arbitral panel by NNPC. Gulf sought vacatur of the final arbitral award, but it also asserted claims for fraud, common-law conspiracy, unfair and deceptive trade practices, and violation of the Racketeer Influenced and Corrupt Organizations Act. NNPC and other defendants filed a motion to dismiss, asserting lack of subject-matter jurisdiction, among other arguments. The district court determined that the entire complaint constituted a collateral attack on the final award and granted the motion to dismiss. Gulf appealed. On appeal, Gulf conceded that its claim seeking vacatur of the final award was properly dismissed for lack of subject-matter jurisdiction under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), but Gulf argued that it could still pursue its remaining state- and federal-law claims against NNPC.