UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

BLASKET RENEWABLE INVESTMENTS,

Petitioner,

v. Civil Action No. 1:19-cv-3783 (CJN)

KINGDOM OF SPAIN,

Respondent.

MEMORANDUM OPINION

This matter is before the Court on Spain’s renewed motion to dismiss the petition to

confirm an ICSID arbitration award that was entered against it in an investor-State dispute arising

under the Energy Charter Treaty. Spain presently raises only “merits” defenses to confirming the

award; it acknowledges that the Court of Appeals’ recent decision in NextEra Energy Global

Holdings B.V. v. Kingdom of Spain,

(D.C. Cir. 2024), establishes the Court’s

jurisdiction. For the reasons below, the Court denies Spain’s renewed motion to dismiss and grants

the petition to confirm the award.

I. Background

As the Court explained in its prior memorandum opinion, see ECF No. 33, this case grows

out of an investment dispute between the Kingdom of Spain and two infrastructure companies—a

Jersey-based entity called RREEF Infrastructure (G.P.) Limited and a Luxembourg-based entity

called RREEF Pan-European Infrastructure Two Lux S.A.R.L. ECF No. 1 (Pet.) ¶¶ 1–2, 11–13.

Those companies, collectively known as RREEF, invested approximately €300.8 million in wind

and solar power projects within Spain’s territory. Id. ¶ 7. But Spain later modified its subsidy

1 regime for renewable energy projects, thereby altering “the economic incentives on which RREEF

had relied” and “substantially reduc[ing] RREEF’s returns.” Id. RREEF believed that conduct

breached Spain’s obligations under the Energy Charter Treaty (ECT), a multilateral investment

treaty that “establishes a legal framework in order to promote long-term co-operation in the energy

field” and seeks to “creates stable, equitable, favourable and transparent conditions” for qualified

investors. 1 Id. ¶¶ 8, 13. RREEF accordingly instituted arbitration under the ECT, and a tribunal

constituted by the International Centre for Settlement of Investment Disputes (ICSID) ultimately

issued an award requiring Spain to pay RREEF €59.6 million in damages, plus interest. Id. ¶ 19.

After receiving the award, RREEF petitioned to enforce it here pursuant to the ICSID

Convention. 2 See generally id. Spain moved to dismiss the petition, on four grounds. See ECF

No. 16 (MTD). First, Spain argued that the Court lacked subject matter jurisdiction under the

arbitration exception to the Foreign Sovereign Immunities Act (FSIA),

(a)(6),

because EU member states 3 allegedly are categorically prohibited from arbitrating disputes with

EU nationals like RREEF. 4

at 15–20. Second, Spain argued that granting the petition would

1 At all relevant times, Spain, Luxembourg, and the United Kingdom were signatories of the ECT. The United Kingdom has extended the ECT to Jersey, its protectorate. See Pet. ¶¶ 10– 11. 2 Spain, Luxembourg, the United Kingdom, and the United States are all signatories of the ICSID Convention, which obligates those nations’ courts to mutually enforce ICSID arbitral awards. See ECF No. 33 at 2–3; ECF No. 1-2 at 20. Again, the United Kingdom has extended the Convention’s application to Jersey. See ECF No. 33 at 3 n.2. 3 At all relevant times, the United Kingdom was a member of the EU. But petitioners have maintained throughout this litigation that, even if Spain’s intra-EU objection generally barred enforcement, it would not do so as “to [] RREEF Infrastructure[,] because Jersey, where RREEF Infrastructure is incorporated, is not part of the EU.” ECF No. 17 (Opp.) at 33; see also ECF No. 70 at 9 n.4. 4 Spain also argued that the Court lacked subject matter jurisdiction under the waiver exception to the FSIA,

(a)(1). See MTD at 20–23. 2 violate the foreign sovereign compulsion doctrine, both in light of the alleged bar on intra-EU

investor-State arbitration and because EU law purportedly conditions the payment of “state aid,”

including arbitral awards compensating for the revocation of subsidies, on the approval of the

European Commission.

at 24–25. Third, Spain argued that the arbitral award was not entitled

to “full faith and credit,” 22 U.S.C. § 1650a(a), again because the arbitral tribunal allegedly lacked

jurisdiction both to hear the dispute and to order monetary relief. Id. at 25–26. Last, Spain argued

that the Court should dismiss the petition under the forum non conveniens doctrine, since resolving

any of its arguments against enforcement would in its view “require the Court to wade into

complex matters of EU law and the ECT.” Id. at 2. In the alternative, Spain asked the Court to

stay the case pending the ICSID ad hoc committee’s resolution of Spain’s application to annul the

award. Id. at 3.

The Court granted Spain’s request for a stay without reaching its other arguments. See

generally ECF No. 33. As the Court explained, judicial economy favored letting the foreign

proceedings play out before adjudicating the merits of RREEF’s petition, since “Spain’s

application to annul the arbitral award present[ed] many of the same arguments” as Spain’s motion

to dismiss, and annulment of the award would “significantly impact” the U.S. litigation. Id. at 5–

6. The Court further ordered the parties to file regular status reports as to the progress of the

annulment proceedings during the stay’s pendency, and denied Spain’s motion to dismiss without

prejudice to its renewal after the stay was lifted. See ECF No. 32.

In June 2022, the parties notified the Court that the ICSID committee had denied Spain’s

annulment application. See ECF No. 44. The parties proposed that Spain’s motion to dismiss,

which it intended to renew, be decided based on the existing briefing, in addition to supplemental

briefs that the parties filed in July 2022. See ECF No. 46. While Spain’s renewed motion was

3 pending, however, appeals were docketed in the Court of Appeals in three cases that likewise

concerned efforts to enforce ECT arbitral awards against Spain, and thus presented overlapping

issues with this case. The Court therefore left its prior stay in place pending resolution of those

related cases.

The Court of Appeals issued its mandate in those cases in December 2024. It resolved

them in a single opinion, holding, as relevant here, that (1) the FSIA did not immunize Spain from

the companies’ enforcement suits because, “in ratifying the ECT, Spain provided unconditional

consent to arbitrate investment disputes with the investors of at least some of the other signatory

nations,” and (2) forum non conveniens was inapplicable because that doctrine “is not available in

proceedings to confirm a foreign arbitral award.” NextEra Energy Glob. Holdings B.V. v. Kingdom

of Spain,

, 1102–04, 1105 (D.C. Cir. 2024) (quotation marks omitted). The Court

of Appeals did not address, however, “the merits question whether [the ECT’s] arbitration

provision extends to EU nationals and thus whether Spain ultimately entered into legally valid

agreements with the companies.”

.

Soon after the mandate issued, the parties here filed a status report outlining their proposed

next steps. See ECF No. 59. Spain asked the Court to maintain the stay pending the disposition

of its forthcoming petition for certiorari in NextEra; RREEF asked the Court to lift the stay and

decide the motion to dismiss after ordering supplemental briefing. Id. ¶¶ 6, 10–11. The parties

agreed, however, that if the Court did lift the stay, adjudicating the motion to dismiss with the

benefit of supplemental briefing was the appropriate course of action, and would “allow the Court

to resolve all of [the] arguments necessary for entry of judgment.” Id. ¶¶ 6–7. The parties also

agreed that the Court should grant RREEF’s pending (and previously opposed) motion to substitute

4 as petitioner Blasket Renewable Investments, LLC, the assignee of RREEF’s arbitral award. Id.

¶ 8; see also ECF 51.

In April 2025, the Court lifted the stay, granted the motion to substitute, and ordered

supplemental briefing according to the parties’ proposed schedule. See Min. Orders of Apr. 4,

2025.

II. Legal Standard

A motion to dismiss a petition to confirm an arbitral award for reasons other than lack of

jurisdiction is evaluated under the Rule 12(b)(6) standard. See MOL Hungarian Oil & Gas PLC

v. Republic of Croatia,

, at *3 & n.4 (D.D.C. 2025). Accordingly, “[i]n

considering such a motion, the [petition] must be construed liberally in the [petitioner]’s favor with

the benefit of all reasonable inferences derived from the facts alleged.” Blasket Renewable Invs.,

LLC v. Kingdom of Spain,

, at *3 (D.D.C. 2024) (quotation marks omitted). The

Court may also “consider any documents either attached to or incorporated in the complaint and

matters of which the Court may take judicial notice.”

(quotation marks and alterations omitted).

“A respondent may argue for dismissal based on an affirmative defense only when the facts that

give rise to the defense are clear from the face of the petition.” MOL,

, at *3

(quotation marks omitted).

III. Analysis

Spain concedes that the Court of Appeals’ decision in NextEra “forecloses” the FSIA and

forum non conveniens defenses it raised in its initial motion to dismiss. ECF No. 69 at 1 (citing

). That leaves Spain with only its two “merits” arguments from that

motion: (1) that the arbitral award is not entitled to full faith and credit and (2) that granting the

petition would violate the foreign sovereign compulsion doctrine. See ECF No. 66 at 10–20.

5 A. Full Faith and Credit

The statute implementing the ICSID Convention provides that an ICSID award “shall be

enforced and shall be given the same full faith and credit as if the award were a final judgment of

a court of general jurisdiction of one of the several States.” 22 U.S.C. § 1650a(a). But not every

state court judgment is due “full faith and credit,” such that it may be enforced by a federal court.

In particular, “where the rendering forum lacked jurisdiction over the subject matter or the parties,

full faith and credit is not required.” Matsushita Elec. Indus. Co. v. Epstein,

(1996). Spain argues here that the arbitral tribunal lacked jurisdiction to issue the award, for two

reasons. Spain first contends that the tribunal could not address its dispute with the RREEF

investors because EU member states “lack authority to submit disputes that may require the

interpretation of EU law”—i.e., any intra-EU dispute—“to adjudication outside the judicial system

of the European Union (e.g., to arbitral tribunals).” MTD at 7; see ECF No. 66 at 11. Spain also

contends that the tribunal lacked authority to order Spain to pay money damages, since “the

European Commission has instructed that the payment of any award arising out of an investment

arbitration within the EU would constitute unlawful state aid.” MTD at 24; see ECF No. 66 at 11.

For both reasons, Spain urges the Court to hold the award unenforceable under 22 U.S.C.

§ 1650a(a).

As the Court of Appeals has explained, however, “both the [ICSID] Convention and its

implementing legislation strictly limit a federal court’s authority to review an ICSID award,” since

“[s]earching re-examination . . . by enforcement courts would be contrary to the Convention’s

central purpose of ensuring a neutral framework for dispute resolution.” Valores Mundiales, S.L.

v. Bolivarian Republic of Venezuela,

(D.C. Cir. 2023) (citing ICSID Convention

art. 54(1); 22 U.S.C. § 1650a(a)); see also id. (“The Convention reflects an expectation that the

6 courts of a member nation will treat the award as final.”) (alteration omitted). Accordingly, an

ICSID award “is entitled to full faith and credit—even as to questions of jurisdiction—when the

second court’s inquiry discloses that those questions have been fully and fairly litigated and finally

decided in the court which rendered the original judgment.” Id. at 520. The record reflects that is

true here.

During the arbitration, Spain challenged the tribunal’s jurisdiction on both of the grounds

it now seeks to collaterally resuscitate in this Court. It argued, citing Article 344 of the Treaty on

the Functioning of the European Union (TFEU), that EU law precludes the application of the ECT

to “intra-EU” disputes between EU member states and EU-based investors. See ECF No. 1-1, Ex.

B ¶¶ 40–56. And it also argued, citing Articles 107 and 108 of the TFEU, that any compensation

awarded by the Tribunal would be “equivalent to incompatible State Aid,” which must be approved

by the European Commission. ECF No. 17-1, Ex. A ¶¶ 707–714; see also ECF No. 17-1, Ex. B

¶¶ 10–11. The tribunal recognized but rejected both of these objections, deciding that the ECT

permits arbitration of intra-EU disputes and does not conflict with EU law in so doing, and also

that the ECT “prevails over any other norm” regarding state aid. ECF No. 1-1, Ex. B ¶¶ 71–90;

ECF No. 1-1, Ex. C ¶¶ 199–204, 208–09. The Court cannot now second guess those decisions

under the guise of full faith and credit review. See, e.g., Blasket,

, at *9

(rejecting argument that award lacked full faith and credit because it constituted unlawful state aid

where Spain could have but did not litigate the question before the arbitral tribunal); MOL,

, at *4 (rejecting argument that award lacked full faith and credit because of the

alleged bar on intra-EU investor-State arbitration where Croatia litigated the question before the

arbitral tribunal).

7 Spain does not contest that it raised these jurisdictional objections before the tribunal, and

nowhere acknowledges the Court of Appeals’ holding that that fact disposes of the full faith and

credit analysis. Instead, Spain argues that, for three reasons, the Court must determine the

tribunal’s jurisdiction afresh. Spain begins by assigning significance to the ICSID implementing

statute’s statement that the “pecuniary obligations” imposed by an ICSID award are entitled to full

faith and credit. ECF No. 66 at 11–12 (citing 22 U.S.C. § 1650a(a) (emphasis added)). Spain

contends that, by contrast, “[t]he arbitrators’ assertion of their own jurisdiction is a non-pecuniary

aspect of the Award that gets no special deference.” Id. at 12. But even assuming that argument

is not squarely foreclosed by Valores Mundiales—as it appears to plainly be—it makes no sense

on its own terms. As Blasket notes, there is no way to give full faith and credit to the pecuniary

component of an award without giving full faith and credit to its jurisdictional underpinnings, just

as there is no way to give full faith and credit to a state court judgment without giving full faith

and credit to its jurisdictional holdings. See ECF No. 70 at 3; see also Valores Mundiales,

(“[Federal] courts are [] not permitted to examine an ICSID award’s merits, its compliance

with international law, or the ICSID tribunal’s jurisdiction to render the award; . . . they may do

no more than examine the judgment’s authenticity and enforce the obligations imposed by the

award.”).

Spain points next to a claimed exception to the general rule against collaterally attacking

jurisdiction that applies when the first proceeding “substantially infringed the authority of another

tribunal or agency of government.” ECF No. 66 at 12 (quoting Blinder, Robinson & Co. v. SEC,

(D.C. Cir. 1988) (alteration omitted)). According to Spain, that happened in

this case because “the ICSID tribunal disregarded EU courts’ exclusive jurisdiction over EU law”

by dismissing Spain’s objection to intra-EU arbitration.

But as another court in this district

8 has recognized, the “exception” recognized in Blinder was “narrow[]” and concerned a specific

circumstance not present here: one in which Congress, pursuant to its plenary authority over

bankruptcy, crafted legislation that expressly deprived state courts of jurisdiction over property

subject to ongoing bankruptcy proceedings. Blasket,

, at *9 (citing Blinder,

; Kalb v. Feuerstein,

, 438–40 (1940)). Indeed, the Supreme Court has

described the Blinder exception as limited to cases implicating “federal pre-emption,” and has

further noted that, in the case from which it originated, Kalb, the jurisdictional issue had not

“actually been litigated in the first forum.” Durfee v. Duke,

, 114 & n.12 (1963).

“But no such overriding conditions are present here,”

so the Court will decline Spain’s

invitation to abandon the principles mandating award enforcement described above. See Blasket,

, at *9.

Finally, relying on various commercial arbitration cases arising under the FAA and the

New York Convention, Spain contends that because it is “challeng[ing] whether an arbitration

agreement exists in the first instance,” the Court may not “delegate[]” that question to an arbitrator.

ECF No. 66 at 12 (quotation marks omitted). Again, this argument flies in the face of the Court

of Appeals’ interpretation of the full faith and credit provision of ICSID’s implementing statute,

which counsels just the opposite. See Valores Mundiales,

, 519–20; see also

Blasket,

, at *10 (holding that, under ICSID, Congress did not “intend[] the

Court to consider whether the arbitrators exceeded their powers as might occur under the FAA”).

But in any event, there is no dispute that a valid arbitration agreement exists here: that is exactly

what NextEra held. See 112 F.4th at 1101–03 (explaining that subject matter jurisdiction under

FSIA concerns “the existence or validity of the arbitration agreement” and finding subject matter

jurisdiction proper based on Spain’s assent to the ECT). To the extent that ICSID’s implementing

9 statute somehow imports the FSIA subject matter jurisdiction analysis and requires a court to

assess the threshold contract formation question, that has already happened and the question was

resolved against Spain. See

Spain’s argument here is really that ICSID’s implementing statute requires the Court to

independently assess the scope of Spain’s agreement to arbitrate—namely, to determine whether

it extends to intra-EU arbitration and the award of damages in a context like this. See

.

But as the Court of Appeals has held, by agreeing to the ECT, Spain “agreed to assign arbitrability

determinations to the [arbitral] tribunal.” LLC SPC Stileks v. Republic of Moldova,

(D.C. Cir. 2021); see also Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela,

(D.D.C. 2017) (“[B]y consenting . . . to proceed under the ICSID Additional

Facility rules, Venezuela clearly and unmistakably assigned the question of arbitrability to the

Tribunal . . . .”). Thus, even if the Court could undertake a more searching jurisdictional analysis,

which it cannot, it would be essentially back where it began: the tribunal determined that it had

jurisdiction to arbitrate Spain’s dispute with the RREEF investors—an issue that Spain itself asked

it to decide. That requires the Court to afford the arbitral award full faith and credit.

B. Foreign Sovereign Compulsion

The foreign sovereign compulsion doctrine recognizes that, as a matter of international

comity, U.S. courts generally should not “compel [] foreign person[s] to violate the laws of a

different foreign sovereign on that sovereign’s own territory.” In re Sealed Case,

(D.C. Cir. 1987). Spain argues that enforcing the arbitral award would have that effect here,

for the same two reasons discussed above—because the ECT’s arbitration provision was allegedly

void ab in initio under EU law and because the tribunal allegedly lacked authority to award state

10 aid. As Spain puts it, “[e]ven if the award were generally enforceable,” comity “independently

bars [its] enforcement.” ECF No. 66 at 19.

Consistent with the other courts to have evaluated this argument, however, the Court

“concludes that [] comity principles do not favor barring enforcement of a judgment . . . where

Petitioner seeks recognition of an ICSID award.” Blasket,

, at *13 (granting

enforcement petition where Spain argued that doing so would cause it to pay unlawful state aid);

see also MOL,

, at *6 (granting enforcement petition where Croatia argued that

doing so would cause it to both pay unlawful state aid and honor an allegedly unlawful intra-EU

arbitration agreement). To the contrary, international comity favors enforcement in this context.

ICSID awards, including the one at issue here, “result[] from several years of arbitration

proceedings in an international forum with its own international legal personality.” Blasket,

, at *13. Permitting respondents to contest their validity in federal district court—

especially via objections expressly rejected by that international forum—would run directly

counter to “the central precept of comity” that “the decisions of foreign tribunals should be given

effect in domestic courts, . . . thereby promoting predictability and stability through satisfaction of

mutual expectations.” Laker Airways Ltd. v. Sabena, Belgian World Airlines,

(D.C. Cir. 1984).

Moreover, the ICSID Convention itself “provides that final awards are binding and not

subject to appeal or any other remedy,” and Congress implemented that command by mandating

that such awards “be strictly enforced.” Blasket,

, at *13 (citing Convention

art. 53(1); 22 U.S.C. § 1650a(a)). Comity concerns are “essentially ‘baked in’ to the ICSID

Convention and its implementing statute,” which already require Spain and the United States to

sanction the award. Id.; see ECF No. 17 (Opp.) at 36–37. Overriding them by dismissing the

11 petition would thus be no fix at all, because that would “place both Spain and the United States in

conflict with their obligations under the ICSID Convention to ‘recognize an award rendered

pursuant to the Convention as binding and enforce the pecuniary obligations imposed by that

award.’” Blasket,

, at *13 (quoting ICSID Convention art. 54(1)) (alteration

omitted). That is still true even if, as Spain maintains, “the Award is ‘based on an interpretation

of an international treaty that the treaty signers reject.’” ECF No. 69 at 8 (quoting NextEra,

).

IV. Conclusion

For the foregoing reasons, the Court will deny Spain’s renewed motion to dismiss the

petition, ECF No. 66. Because the parties agree that this decision “allow[s] the Court to resolve

all of [the] arguments necessary for entry of judgment,” ECF 59 ¶ 7, the Court will also grant

Blasket’s petition. Within 30 days of the issuance of this Opinion, the parties shall meet, confer,

and jointly file a proposed final judgment. An Order will accompany this Opinion.

DATE: August 12, 2025 CARL J. NICHOLS United States District Judge

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