## Facts

- Guinea awarded Getma International, a French company, a 25-year concession to expand and operate the Port of Conakry.
- After a change in Guinea’s government, Guinea terminated the concession; Getma claimed breach and sought a termination fee, while Guinea alleged misconduct in the bidding process.
- The parties’ dispute clause required arbitration under the Arbitration Rules of the Common Court of Justice and Arbitration of OHADA (CCJA); a three-member tribunal seated in France conducted the arbitration.
- The CCJA set the arbitrators’ fees at about €61,000; the tribunal later sought to increase fees to €450,000, and the CCJA denied the request as inconsistent with its exclusive authority over fees.
- The tribunal demanded the higher fees from the parties and threatened to withhold the award; it issued an award for Getma of about €39 million plus interest, and Getma ultimately paid the increased fees.
- Guinea sought annulment before the CCJA, which set aside the award because the tribunal violated mandatory fee rules and breached duties by conditioning issuance of the award on unauthorized fees.
- Getma sued in the U.S. District Court for the District of Columbia to enforce the annulled award under the New York Convention; the district court refused enforcement.
- Getma appealed to the D.C. Circuit.

## Issues

1. Whether the CCJA qualifies as a “competent authority” under Article V(1)(e) of the New York Convention for purposes of annulling an award rendered under CCJA rules.
2. Whether a U.S. court may enforce an arbitral award annulled by a competent authority at the seat when the annulment is alleged to be fundamentally unfair or contrary to U.S. public policy.

## Decision

- The D.C. Circuit affirmed the district court’s refusal to enforce the award.
- The court held the CCJA was a “competent authority” under Article V(1)(e) because the parties selected CCJA rules that assign the CCJA a supervisory annulment role.
- The court held that U.S. courts generally defer to a competent authority’s annulment decision and will disregard it only in extraordinary circumstances.
- The court concluded Getma did not show the CCJA annulment was “repugnant to the United States’s most fundamental notions of morality and justice,” including as to alleged impropriety in the annulment process or the CCJA’s application of mandatory institutional fee rules.

## Legal Principles

- Under the New York Convention, an enforcement court may refuse recognition and enforcement when the award has been set aside by a competent authority at the seat (Article V(1)(e)).
- Where parties choose an arbitral framework that vests a particular tribunal or court with supervisory authority at the seat, that body may qualify as the “competent authority” for Article V(1)(e) purposes.
- As a matter of international comity and Convention structure, U.S. courts apply a strong presumption of deference to foreign annulments; overriding an annulment requires extraordinary circumstances.
- The relevant public-policy threshold for disregarding a foreign annulment is extremely high: the annulment must be repugnant to the United States’s most fundamental notions of morality and justice.

## Conclusion

The D.C. Circuit held that the CCJA’s annulment of the arbitral award triggered Article V(1)(e) deference and that Getma failed to meet the stringent standard for enforcing an award annulled at the seat, so U.S. courts properly refused enforcement.


Getma Int'l v. Republic of Guinea, 862 F.3d 45 (D.C. Cir. 2017)