## Facts

- Nigeria solicited bids for a contract to construct and equip an aeromedical center at a Nigerian air force base.
- W.S. Kirkpatrick & Co., Inc. and Environmental Tectonics Corp., International submitted competing bids.
- Environmental Tectonics alleged Kirkpatrick arranged to pay a 20% “commission” through an intermediary to bribe Nigerian officials involved in awarding the contract, conduct allegedly unlawful under Nigerian law.
- Kirkpatrick won the contract.
- U.S. authorities charged Kirkpatrick and its CEO with violations of the Foreign Corrupt Practices Act; they pleaded guilty.
- Environmental Tectonics filed a U.S. civil damages action alleging, among other claims, racketeering and unfair competition theories (including federal RICO and state-law analogs) based on Kirkpatrick’s alleged bribery scheme.

## Issues

1. Whether the act of state doctrine bars a private damages action when proving the claim may require showing that foreign officials accepted bribes or acted with improper motives in performing official acts.
2. Whether the doctrine applies absent any need for a U.S. court to declare invalid, void, or ineffective the foreign sovereign’s official act (the contract award).

## Decision

- The Supreme Court unanimously affirmed the court of appeals.
- The act of state doctrine did not bar the suit because adjudication did not require declaring invalid any official act of Nigeria.
- The possibility that the litigation could embarrass a foreign sovereign, or that the factfinder might attribute improper motives to foreign officials, was insufficient to trigger the doctrine.
- The case was permitted to proceed in U.S. court.

## Legal Principles

- The act of state doctrine is a rule of decision requiring U.S. courts to treat as valid a foreign sovereign’s official acts performed within its own territory when the case demands a ruling on that act’s validity.
- The doctrine applies only when a court must declare a foreign sovereign act void or invalid; it does not apply merely because the case touches foreign relations or may embarrass a foreign government.
- A claim is not barred solely because evidence supporting liability would also suggest the foreign sovereign act was unlawful under foreign law, so long as the foreign act’s validity is not an element the court must decide.
- The doctrine is not triggered merely because a judgment would impute improper motivation to foreign officials; the controlling question is whether the court must invalidate the foreign act.

## Conclusion

The Court held that the act of state doctrine is limited to cases requiring a U.S. court to pass on the validity of a foreign sovereign’s official act within its territory; because the plaintiff sought damages from private parties without asking the court to void Nigeria’s contract award, the doctrine did not require dismissal.


W.S. Kirkpatrick & Co. v. Env’t Tectonics Corp., Int’l, 493 U.S. 400 (1990)