## Facts

- Wena Hotels Limited (Wena), a company incorporated in England, entered into long-term lease and development arrangements to operate and upgrade two hotels in Egypt: the Luxor Hotel in Luxor and the Nile Hotel in Cairo.
- Disputes arose after Wena withheld rent, asserting that the hotels’ condition was worse than described in the lease arrangements.
- Wena was evicted from the hotels, and an Egyptian court appointed a receiver to take control of the properties.
- On July 10, 1998, Wena filed a request for arbitration at the International Centre for Settlement of Investment Disputes (ICSID) against the Arab Republic of Egypt; ICSID registered the case on July 31, 1998 (ICSID Case No. ARB/98/4).
- Wena invoked the UK–Egypt investment treaty (often cited as the UK–Egypt IPPA) and the ICSID Convention as the basis for consent and jurisdiction.
- Egypt objected to ICSID jurisdiction, arguing that Wena—though UK-incorporated—was owned or controlled by an Egyptian national and therefore should be treated as an Egyptian company for purposes of ICSID Convention Article 25.
- Egypt also challenged whether the treaty’s dispute-settlement clause supplied consent to ICSID arbitration for this dispute without further steps, and whether the dispute “arose directly out of an investment” within the meaning of the ICSID Convention.
- The item reproduced at 41 I.L.M. 881 (2002) is the “Proceeding on the Jurisdiction,” including the Summary Minutes of the tribunal’s session in Paris on May 25, 1999, where the tribunal heard argument on Egypt’s jurisdictional objections.
- The jurisdictional phase culminated in a written Decision on Jurisdiction dated June 29, 1999, in which the tribunal held that it had jurisdiction and the case could proceed.

## Issues

1. Whether Wena qualified as a “national of another Contracting State” under ICSID Convention Article 25, despite Egypt’s claim that Wena was owned or controlled by an Egyptian national.
2. Whether the rights and commitments arising from Wena’s hotel lease and development arrangements in Egypt could constitute an “investment” for purposes of ICSID Convention Article 25.
3. Whether the UK–Egypt IPPA’s arbitration clause constituted Egypt’s consent to ICSID arbitration for this dispute, such that Wena could accept that consent by filing its request for arbitration.
4. Whether prior or parallel proceedings in Egypt (including eviction and receivership measures) affected ICSID jurisdiction over Wena’s treaty-based claims against Egypt.

## Decision

- The tribunal convened a jurisdictional session in Paris on May 25, 1999 and heard oral argument on Egypt’s objections; the published ILM text records these proceedings in summary-minutes form.
- The tribunal concluded in its subsequent written Decision on Jurisdiction (June 29, 1999) that it had jurisdiction under the ICSID Convention and the UK–Egypt IPPA.
- The tribunal rejected Egypt’s contention that Wena’s alleged Egyptian ownership/control negated jurisdiction, treating Wena’s UK incorporation as sufficient to qualify as a foreign investor under the treaty and the ICSID framework applied to this dispute.
- The tribunal accepted that the dispute was connected to an investment for ICSID purposes, given the long-term leasehold and operational/development rights tied to running and improving hotel assets in Egypt.
- The tribunal interpreted the treaty’s dispute-settlement provision as a standing consent by Egypt to submit covered disputes to ICSID arbitration once specified pre-arbitration steps were met, and held that Wena could accept that consent by instituting ICSID proceedings.
- The tribunal allowed the arbitration to proceed beyond the jurisdictional phase to the merits.

## Legal Principles

- For ICSID jurisdiction based on a treaty, an investor’s corporate nationality may be determined by the treaty’s nationality criteria (commonly incorporation), and a tribunal need not disregard that criterion solely because the respondent alleges local beneficial ownership or control.
- A State’s consent to ICSID arbitration can be given in advance through an investment treaty’s arbitration clause; when the clause operates as an offer to arbitrate covered disputes, an investor may accept it by filing an ICSID request that falls within the clause.
- Long-term lease, operation, and development rights linked to business assets in the host State can satisfy the “investment” requirement in ICSID Convention Article 25 when they involve significant commitments and economic activity in the host State.
- Jurisdiction over treaty claims against a State is analytically distinct from contract disputes with State-owned entities; earlier local measures or proceedings do not automatically deprive an ICSID tribunal of jurisdiction over treaty-based claims against the State.

## Conclusion

Wena Hotels, Limited v. Arab Republic of Egypt, 41 I.L.M. 881 (2002) reproduces the ICSID tribunal’s jurisdictional proceeding (including summary minutes of the May 25, 1999 Paris session) in Wena’s treaty arbitration against Egypt; after hearing Egypt’s objections—focused on investor nationality, consent, and the existence of an investment—the tribunal held in its subsequent jurisdiction decision that it had jurisdiction under the UK–Egypt IPPA and the ICSID Convention and permitted the case to proceed to the merits.
