ARCHITECTURAL INGENIERIA SIGLO XXI, LLC, a Florida limited liability company, SUN LAND & RGITC LLC, a Florida limited liability company f.k.a. Sun Land RGITC, Co., Plaintiffs--Appellees,
DOMINICAN REPUBLIC, a foreign state, INSTITUTO NACIONAL DE RECURSOS HIDRAULICOS, a foreign government agency, Defendants--Appellants
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Appeals from the United States District Court for the Southern District of Florida. D.C. Docket No. 1:13-cv-20544-KMM.
For ARCHITECTURAL INGENIERIA SIGLO XXI, LLC, a Florida limited liability company, SUN LAND & RGITC LLC, A Florida limited liability company, f.k.a.: Sun Land & RGITC, Co., (14-12543, 13-13877) Plaintiffs - Appellees: Tucker Harrison Byrd, Damien H. Prosser, Morgan & Morgan, PA, Orlando, FL; Carlos A. Souffront, GrayRobinson, PA, Miami, FL.
For DOMINICAN REPUBLIC, a foreign state, Defendant - Appellant (14-12543): Gregory Alan Baldwin, Ilene L. Pabian, Eduardo Alberto Ramos, Holland & Knight, LLP, Miami, FL.
For DOMINICAN REPUBLIC, a foreign state, INSTITUTO NACIONAL DE RECURSOS HIDRAULICOS, a foreign government agency, Defendants - Appellants (13-13877): Ilene L. Pabian, Gregory Alan Baldwin, Eduardo Alberto Ramos, Holland & Knight, LLP, Miami, FL.
Before HULL and DUBINA, Circuit Judges, and BOWEN,[*] District Judge.
DUBINA, Circuit Judge:
These appeals arise from an action brought by two Florida companies against a foreign nation and one of its instrumentalities under the Foreign Sovereign Immunities Act, 28 U.S.C. § § 1602-1611. Plaintiffs Sun Land & RGITC LLC and Architectural Ingenieria Siglo XXI, LLC sued Defendants Dominican Republic and INDRHI for breach of contract and unjust enrichment related to an irrigation project in the Dominican Republic. Because the Dominican Republic and INDRHI did not timely answer the complaint, the district court entered a default judgment in favor of Sun Land and Architectural, awarding damages that cumulatively exceeded $50 million.
Eight days after the entry of the default judgment, the Dominican Republic and INDRHI entered an appearance; and ten days thereafter, they moved to vacate the default judgment for excusable neglect under Federal Rule of Civil Procedure 60(b)(1). The district court denied their motion, and they timely appealed. While that appeal was pending, the Dominican Republic moved to vacate the default judgment for voidness under Rule 60(b)(4). On reconsideration, the district court denied the motion on the merits, finding that the foreign nation had waived its sovereign immunity. The Dominican Republic timely appealed that ruling as well. We consolidated both appeals and now reverse the district court's orders on the Defendants' Rule 60(b) motions.
Sun Land and Architectural's breach-of-contract action is based on several documents, which they collectively refer to as " the Contract." Because whether the district court had subject-matter jurisdiction over the claims against the Dominican Republic depends on the nature and content of these documents, we begin with an overview of their key terms.
In 2000, INDRHI proposed the construction of an irrigation project in the Dominican Province of Azua. This project, commonly referred to as Azua II, was intended to provide irrigation to an area totaling 3000 hectares. INDRHI and STP (the Technical Secretary) invited
contractors to bid on the project. Each bid had to be for a turnkey project that, among other things, provided for the financing necessary to complete the project. To arrange the financing component of its bid, Architectural asked Sun Land to participate. Ultimately, its $51.8 million bid for the Azua II project was the winning bid.
In November 2001, the President of the Dominican Republic issued Special Power 691-01, authorizing the Technical Secretary and INDRHI--" in the name and representation of the Dominican State" --to enter into two agreements regarding the Azua II project: (1) a financing agreement with the Florida Export Finance Corporation and other commercial banks, with the guarantee of the Export--Import Bank of the United States, to obtain the funds needed to complete Azua II; and (2) a commercial agreement with Architectural to provide the services needed to complete the Azua II project.
In February 2002, INDRHI, the Technical Secretary, and Sun Land entered into a purchase agreement. Under this agreement, INDRHI agreed to buy the " Products" (e.g., the raw materials) and the " Services" (e.g., civil engineering, architectural designs, and supervision) needed for the Azua II project from Sun Land. To fund this purchase, the Technical Secretary agreed to obtain financing through Sun Land, an authorized agent of the Export--Import Bank. In return, INDRHI and the Technical Secretary agreed to pay Sun Land the total purchase price of $51.8 million, an amount that was " guaranteed with the full faith and credit of the Dominican Government."
Several other provisions of the purchase agreement are relevant here.
First, the purchase agreement made plain that the Technical Secretary had been " empowered by the Executive to sign [that agreement] with the Full Faith and Credit of the Government on behalf of the country."
Second, Sun Land had " an absolute right to subcontract" any of its obligations or duties under the purchase agreement; and INDRHI and the Technical Secretary " agree[d] to execute any additional documentation [Sun Land] . . . may deem necessary to effectuate the terms and conditions of this agreement."
Third, INDRHI and the Technical Secretary " acknowledge[d] and agree[d]" that they were not entitled to " immunity on the grounds of sovereignty or otherwise" because the activities contemplated by the purchase agreement were " commercial in nature rather than governmental or public." INDRHI and the Technical Secretary--" in respect to themselves" --then " expressly and irrevocably waive[d] any such right of immunity."
Fourth, the parties submitted to the jurisdiction of the federal court sitting in Miami, Florida for any action " arising out of or relating to this agreement or notes or any of the transactions contemplated thereby."
Fifth, the parties agreed that Florida law would govern the construction and enforcement of the purchase agreement.
Sixth, INDRHI and the Technical Secretary " designate[d], appoint[ed] and empower[ed]" the Dominican Ambassador or
any Dominican Consul to receive service of process on their behalf. They also agreed that service of process could be made personally or by mailing or delivering a copy of the summons and complaint to the Dominican Ambassador, any Dominican Consul, or the address listed in the purchase agreement.
Once executed, the purchase agreement was submitted for legislative approval. In November 2002, the Dominican National Congress passed a resolution approving the purchase agreement, which the legislature described as a document executed by " the Dominican State, represented by the Technical Secretary of the Presidency . . . and [INDRHI]" under Special Power 691-01.
In March 2002, INDRHI and Architectural entered into Contract 10375 for the studies, design, and construction of the Azua II project. According to the preamble--" an integral part of" Contract 10375--the Technical Secretary had instructed INDRHI " to serve as the executing entity" for the Azua II project. Also, as both its preamble and articles made clear, Contract 10375 had been entered into and was to be performed in accordance with the purchase agreement.
Under Contract 10375, INDRHI did not submit to U.S. jurisdiction, agree to a special arrangement for service of process, or explicitly waive its sovereign immunity. Instead, the parties submitted to jurisdiction in the courts of Santo Domingo, agreed that Dominican law governed the agreement, and provided that certain disputes should be arbitrated in the Dominican Republic.
Contract 10375 was ultimately replaced with a more comprehensive document and thus is not part of what Sun Land and Architectural call " the Contract." As a result, Sun Land and Architectural do not allege that the Dominican Republic or INDRHI breached Contract 10375. Even so, this document remains relevant here because several documents that are part of the Contract explicitly incorporate Contract 10375's terms.
In February 2004, INDRHI, Sun Land, and Architectural executed the protocol for the execution of the purchase agreement. The protocol explicitly superseded Contract 10375 and set forth each party's responsibilities regarding the Azua II project, including the construction and payment procedures. After acknowledging that " there [we]re several Agreements that relate[d] to and [we]re material to the construction and financing" of the Azua II project, the ...