ORDER ON PETITIONER'S MOTION FOR JUDGMENT ON THE PLEADINGS

THIS CAUSE came before the court on Petitioner, Oriental Republic of Uruguay's ("Petitioner" or "Uruguay"), Motion for Judgment on the Pleadings [ECF No. 15] (the "Motion"). This matter is before the undersigned pursuant to an Election of Jurisdiction by a United States Magistrate Judge for Trial, in which the parties jointly and voluntarily elected to have a United States Magistrate Judge conduct all proceedings in this case. [ECF No. 12-4].

THIS COURT has reviewed the Motion, the Response and Reply thereto [ECF Nos. 15, 18, 21], as well as additional documents submitted by the parties, the pertinent portions of the record, and all relevant authorities. The Court also heard from the parties, who appeared through counsel at a hearing on May 27, 2022, and is otherwise fully advised in the premises.

Uruguay seeks to enforce an arbitration award issued in its favor and against Respondent, Italba Corporation ("Respondent" or "Italba"), by a panel convened under the authority of the International Convention on the Settlement of Investment Disputes between States and Nationals of Other States. Mar. 18, 1965, 17 U.S.T. 1270 (the "ICSID Convention"). In the Motion now before the Court, Uruguay asserts that, given the Court's limited role in such matters (discussed below) and the absence of material factual disputes, judgment on the pleadings is appropriate. [ECF No. 15]. Italba opposes the Motion and argues that there are factual disputes that preclude judgment on the pleadings. [ECF No. 18]. Specifically, Italba challenges the authenticity of the award submitted with the Petition and whether Uruguay is entitled to prejudgment interest (and at what rate) and costs.

For the reasons set forth herein, the Court finds that Uruguay's Motion for Judgment on the Pleadings [ECF No. 15] should be granted in part and denied in part as set forth below.

Because disposition of Uruguay's Motion requires the Court to interpret the ICSID Convention and its enabling statute, 22 U.S.C. § 1650a, the Court begins with an overview of the relevant texts.

The ICSID Convention is a multilateral treaty aimed at encouraging and facilitating private foreign investment in developing countries. See Mobil Cerro Negro, Ltd. V. Bolivarian Republic of Venezuela, 863 F.3d 96, 100 (2d Cir. 2017) (citations omitted). To help allay concerns from private investors wary of investing in these countries due to risks of expropriation and other "government measures that might tend to impair the rights or assets of foreign investors[,]" the World Bank created the ICSID Convention which, in turn, established the International Center for Settlement of Investment Disputes ("ICSID") as a neutral dispute settlement forum to adjudicate disputes between international investors and host governments in "Contracting States" - those countries whose governments adopted the Convention. See id. at 101.

The ICSID, which is based in Washington, DC, convenes arbitral tribunals in response to requests made by either a member state or a national of a member state. ICSID Convention arts. 36-37. At the conclusion of their proceedings, the tribunals issue written awards that address "every question submitted to the Tribunal," and "state the reasons upon which [the award] is based." Id. art. 48. The Convention further provides that a party dissatisfied with an award may challenge it on various grounds but may do so only through proceedings at the ICSID and not collaterally in the courts of member states: "The award shall be binding on the parties and shall not be subject to any appeal or to any other remedy except those provided for in this Convention." ICSID Convention art. 53(1) (emphasis added).

The limited role played by the courts of member states is set out in Article 54 of the Convention, which provides:

Id. art. 54. Thus, member states' courts agree to "recognize" ICSID awards "as binding" and to "enforce the pecuniary obligations imposed by the award...." Id.; see also Mobil, 863 F.3d at 101-102.

In member states with a federal constitution, like the United States, ICSID awards may be enforced in a federal court, and the Convention expressly allows such courts to "treat the award as if it were a final judgment of the courts of a constituent state." Id.

The Second Circuit described the limited role of the courts in enforcing ICSID awards:

The ICSID is not self-executing. Therefore, when the United States ratified the ICSID Convention in 1966, it adopted legislation to implement its provisions. 22 U.S.C. § 1650a. Section 1650a provides:

This Court agrees with the Second Circuit (and all others that have addressed the issue) that the action to enforce the ICSID Award is plenary and that judgment on the pleadings is an appropriate method for effectuating the goals of the Convention and the enabling statute. Therefore, this Court will not examine the Award's merits, its compliance with international law, or the ICSID tribunal's jurisdiction to render the award. This Court's role in enforcing the ICSID Award is limited to ensuring that it has subject-matter and personal jurisdiction and venue, ensuring that the Award is authentic, and ensuring that its enforcement order is consistent with the Award.

Although jurisdiction and venue are typically the Court's first consideration in these matters, Italba has expressly admitted that there is subject matter jurisdiction, that the Court may exercise personal jurisdiction over it, and that venue is proper. [ECF No. 10 at ¶¶ 8-10].

Although the Court views the allegations in the Answer as true for purposes of deciding the Motion, this Court will not consider Italba's allegations in the Answer regarding whether it was denied access to witnesses or documents and the like [ECF No. 10 at ¶¶ 22-23] because it is not within this Court's purview to assess the merits of the Award or the Arbitration. See Mobil, 863 F.3d at 102 The Court also notes that Italba did not raise any challenge to judgment on the pleadings based on those allegations in its Response to the Motion and that the parties' Stipulation reflects that the parties agree that there are no longer issues in dispute, other than entitlement to interest, as discussed below.

Article 54 of the ICSID Convention requires the award creditor, here Uruguay, to furnish to the Court a copy of the Award certified by the Secretary General of the Convention. Uruguay has complied with this requirement by attaching a certified copy of the Award to the Petition. [ECF No. 1-1-A]. The Award attached to the Petition includes an attached cover page that expressly certifies that the attached document is a true copy of the Award and is signed by the Acting Secretary-General of the ICSID. Id. This satisfies the requirements of the Convention. And, as discussed above, Italba has withdrawn its objections, raised in its Response to the Motion, regarding the authenticity of the Award.

The parties have stipulated that the Court may treat Uruguay's Motion for Judgment on the Pleadings as a motion for summary judgment in order to consider documents referenced by Italba upon which Italba decided to withdraw its objections regarding the authenticity of the Award. However, given Italba's withdrawal of its objections to the authenticity of the Award, there is no dispute to be determined, and the Court need not consider the extrinsic documents submitted by Italba. As noted above, Italba did not deny the authenticity of the Award attached to the Petition in its Answer. And, the Court may consider documents attached to a complaint without converting the motion to a motion for summary judgment. See Eisenberg, 54 F. Supp. 3d at 319. Therefore, the Court can and will determine the Motion as a motion for judgment on the pleadings and not as a motion for summary judgment.

In its Response to the Motion, Italba also argued that judgment on the pleadings is precluded because Italba disputes Uruguay's entitlement to "pre-judgment interest, interest pursuant to 28 U.S.C. § 1961, and costs of this proceeding." [ECF No. 18 at 5]. Further, Italba argues that, even if Uruguay was entitled to prejudgment interest, there is no allegation or support for an appropriate interest rate or period of time for which interest would accrue. Id. Because Italba specifically denied Uruguay's entitlement to such relief in its Answer, Italba argues that Uruguay's allegations regarding said relief are not entitled to be taken as true when deciding a motion for judgment on the pleadings. Id.

When a defendant moves for judgment on the pleadings, it "admits the plaintiff's factual allegations and impels the district court to reach a legal conclusion based on those facts." Dozier v. Pro. Found. for Health Care, Inc., 944 F.2d 814, 816 n.3 (11th Cir. 1991). Conversely, then, when a plaintiff moves for judgment on the pleadings, the court must consider the defendant's answer, and treat any factual allegations denied by the defendant as false. See Beal, 312 U.S. at 51. Uruguay's request for interest and costs, however, is not a factual allegation, but, instead, presents a question of law which the Court may decide without making factual findings. Thus, for purposes of Uruguay's Motion for Judgment on the Pleadings, this Court must disregard the parties' averments on interest and costs and resolve such legal issues itself. See Carbone v. Cable News Network, Inc. 910 F.3d 1345, 1350 (11th Cir. 2018) (legal standards applicable to Federal Rule of Civil Procedure 12(c) motions for judgment on the pleadings and Rule 12(b)(6) motions to dismiss are the same); see also Ashcroft v. Iqbal, 556 U.S. 662, 677-79 (2009) (court need not accept the non-moving party's legal conclusions as true, only its well-pleaded facts); Nat'l Sur. Corp. of New York v. Ellison, 88 F.2d 399, 403 (8th Cir. 1937) (denials in the answer regarding questions of law that present no factual issues does not preclude judgment on the pleadings).

Pursuant to the ICSID's enabling statute, courts shall give "the same full faith and credit" to an ICSID award "as if it were a final judgment of a court of general jurisdiction of one of the several States." 22 U.S.C. § 1650a(a). Federal law provides for interest on "any money judgment in a civil case recovered in a district court." 28 U.S.C. § 1961(a). And the applicable interest rate is also set by federal statute: "Such interest shall be calculated from the date of the entry of the judgment, at a rate equal to the weekly average 1-year constant maturity Treasury yield, as published by the Board of Governors of the Federal Reserve System, for the calendar week preceding the date of the judgment." Id.

Thus, the Court finds that entitlement to post-judgment interest is not an issue that precludes judgment on the pleadings as it is purely a legal question determined by reference to federal statutes. Indeed, during the hearing, Italba's counsel agreed that post-judgment interest and the applicable rate are provided by statute and are not matters they now dispute.

Likewise, a prevailing party's entitlement to costs is also provided by federal law and is not a factual issue that need be determined by the Court such that the question of entitlement to costs does not preclude entry of judgment as a matter of law. See Fed. R. Civ. P. 54(d)(1) ("Unless a federal statute, [the Federal Rules of Civil Procedure] or a court order provides otherwise, costs - other than attorney's fees - should be allowed to the prevailing party.").

The only issue, then, that requires this Court's determination is entitlement to prejudgment interest. While post-judgment interest in governed by statue, "awards of prejudgment interest are equitable remedies" awarded at the district court's discretion and 17 "should normally be awarded when damages have been liquidated by an international arbitral award." Indus. Risk Insurers v. M.A.N. Gutehoffnungshutte GmbH, 141 F.3d 1434, 1446-47 (11th Cir. 1998). However, the issue of entitlement to prejudgment interest was already decided by the Tribunal, and it is not within this Court's purview to revisit matters decided by the Tribunal and set forth in the Award. See Mobil, 863 F.3d at 117-118. Here, the Award specifically states that Uruguay's request for interest on the costs Award (the only element of the Award) was denied. [ECF No. 1-1 at ¶ 299]. Therefore, because this Court will not revisit issues already decided by the Tribunal, the Court finds, as it is bound to do, that Uruguay is not entitled to post-Award/prejudgment interest. And, as such, the Court need not resolve the parties' dispute regarding the appropriate rate of such interest.

For the reasons set forth above, the Court finds that judgment as a matter of law is appropriate under the circumstances presented here, where Uruguay seeks enforcement of an ICSID Arbitral Award, there are no issues regarding jurisdiction, venue, or the authenticity of the Award, and the pleadings present no factual disputes requiring resolution by reference to extrinsic evidence.

Accordingly, it is hereby