## Facts

- Capital Ventures International (CVI) beneficially owned Argentine sovereign bonds, including German-law bonds denominated in Deutsche Marks/euros and U.S. dollar bonds governed by New York law.
- The German bond offering circulars included:
  - A jurisdiction clause submitting Argentina to non-exclusive jurisdiction in Frankfurt am Main and federal courts in Buenos Aires, and permitting enforcement of resulting judgments in other jurisdictions.
  - A waiver clause stating Argentina irrevocably waived any immunity from jurisdiction of any court and from legal process concerning its obligations under the bonds.
- After Argentina defaulted, CVI accelerated the U.S. dollar bonds and sought, among other relief, statutory prejudgment interest on interest coupons that would have come due after acceleration if the bonds had not been accelerated.
- The district court dismissed the German-bond claims for lack of subject-matter jurisdiction under the FSIA, finding no explicit waiver for suit in U.S. courts, and denied prejudgment interest on purported post-acceleration coupons for the U.S. dollar bonds.
- CVI appealed both rulings.

## Issues

1. Whether Argentina’s bond-language waiver of “any immunity … from jurisdiction of any court” constituted an explicit waiver of sovereign immunity under 28 U.S.C. § 1605(a)(1) for claims on the German-law bonds in U.S. courts.
2. Whether, after acceleration of the New York-law bonds, CVI could recover statutory prejudgment interest based on interest coupon payments scheduled to fall due after the acceleration date.

## Decision

- The Second Circuit held Argentina explicitly waived sovereign immunity as to the German-law bond claims, providing FSIA subject-matter jurisdiction in U.S. courts, and vacated the jurisdictional dismissal.
- The court held acceleration eliminated any obligation to pay future coupon installments as separate amounts “coming due,” and affirmed denial of statutory prejudgment interest on hypothetical post-acceleration coupons.
- The judgment was affirmed in part and vacated in part.

## Legal Principles

- Under the FSIA, an explicit contractual waiver of “any immunity … from jurisdiction of any court,” without limiting language, can qualify as an explicit waiver under 28 U.S.C. § 1605(a)(1) and extends to U.S. courts even if they are not named.
- A clause designating particular foreign fora for suit does not necessarily limit a separate, broadly worded sovereign-immunity waiver, especially where the contract also contemplates enforcement in other jurisdictions.
- Under New York bond/contract principles, acceleration makes the outstanding principal (and interest then due) immediately payable; future coupon installments do not separately mature after acceleration.
- Statutory prejudgment interest cannot be awarded on post-acceleration coupon payments that never became due as discrete obligations.

## Conclusion

The Second Circuit restored U.S. jurisdiction over claims on Argentina’s German-law bonds because the offering circulars contained an explicit, broadly worded FSIA waiver, but it rejected CVI’s attempt to obtain prejudgment interest on post-acceleration coupons because acceleration prevents those future installments from becoming due.


Capital Ventures Int’l v. Republic of Arg., 552 F.3d 289 (2d Cir. 2009)