## Facts

- Compagnie Noga d’Importation et d’Exportation S.A. (Noga), a Swiss trading company, entered 1990 supply/credit arrangements to provide approximately $550 million in food and consumer goods to Soviet/Russian foreign trade agencies.
- Contract disputes were submitted to arbitration before the Arbitration Institute of the Stockholm Chamber of Commerce in Stockholm, Sweden.
- The arbitral tribunal issued awards in Noga’s favor.
- Noga filed an action in the Southern District of New York to confirm and enforce the Swedish arbitral awards and to domesticate related Swedish court judgments.
- The district court domesticated the Swedish judgments (with a set-off) but denied confirmation of the arbitral award against the Russian Federation, reasoning that the arbitration had involved the “Government of Russia,” which it treated as a different entity from the Russian Federation.
- Noga appealed, challenging the denial of confirmation on the “wrong party” theory.

## Issues

1. Whether a foreign arbitral award may be confirmed and enforced against a sovereign when the arbitration agreement was signed, and the arbitration conducted, by an organ of the sovereign’s central government rather than the state named as respondent in the confirmation action.
2. Whether, in light of assignments of arbitration proceeds to creditors, Noga retained Article III standing to seek confirmation of the award.
3. Whether assignees of arbitration proceeds must be joined as necessary and indispensable parties under Federal Rule of Civil Procedure 19.

## Decision

- The Second Circuit vacated the district court’s denial of confirmation to the extent it rested on the conclusion that the Russian Federation was a different party from the “Government of Russia.”
- The court held that, for purposes of the confirmation proceedings, the Russian Federation and the Government of the Russian Federation were the same party.
- The court remanded for further proceedings on whether Noga’s assignments affected its standing and whether assignees had to be joined under Rule 19.
- The court did not finally confirm the award; it removed the “wrong party” basis for denial and required further threshold determinations on remand.

## Legal Principles

- Under the New York Convention as implemented by the Federal Arbitration Act, a court must determine whether the entity against whom enforcement is sought is bound by the arbitration agreement and resulting award.
- A foreign state may be treated as the same party as its central government organ when, under the foreign state’s constitutional structure, that organ is not a separate juridical person but part of the state itself.
- Courts may look beyond formal labels in captions (e.g., “Government” versus “Federation”) and examine foreign law and governmental organization to prevent a sovereign from avoiding enforcement based on internal administrative nomenclature.
- Even when the respondent-identity issue is resolved, a petitioner must demonstrate Article III standing; assignments of award proceeds may eliminate the petitioner’s legally cognizable interest.
- If award proceeds have been assigned, Rule 19 may require joinder of assignees whose interests could be impaired or whose absence could expose existing parties to inconsistent obligations.

## Conclusion

The Second Circuit ruled that Russia could not defeat confirmation by distinguishing the “Russian Federation” from its central “Government,” vacated the denial based on misidentification of the respondent, and remanded for resolution of standing and necessary-party questions arising from Noga’s assignments of arbitration proceeds.


Compagnie Noga d’Importation & d’Exportation S.A. v. Russian Federation, 361 F.3d 676 (2d Cir. 2004)