Caroline M. Mew, Matthew H. Kirtland, Norton Rose Fulbright U.S. LLP, Washington, DC, for Petitioner. Lawrence Hedrick Martin, Andrew B. Loewenstein, Richard G. Baldwin, Foley Hoag LLP, Washington, DC, for Respondent.


JAMES E. BOASBERG, United States District Judge

Associate Justice Stephen Breyer has recently noted the hit addition in the share of the Supreme Court ‘s docket involving cases that “ call on the Court to consider alien persons and activities. ” Stephen Breyer, The Court and the World 3 ( 2015 ). Following this drift, the present case—a dispute between a canadian mine company and a foreign state—asks this Court to untangle a web of international agreements, extraneous procedures, and multinational corporate-ownership structures. While the facts undergirding this suit take put far from Washington, D.C., the parties are by rights here. The present quarrel involves the abrupt suppression of mine concessions granted by Venezuela to a subsidiary company of a company called Gold Reserve Inc. Yet their quarrel has already been adjudicated by an external arbitration court, as mandated under the terms of a bilateral investment treaty between Canada and Venezuela. After about five years of briefings, exhibits, adept reports, and hearings, that court, sitting in Paris, awarded over $ 700 million in damages to Gold Reserve. As Petitioner, the company now seeks to enforce the Award hera under authority granted by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards ( normally referred to as the New York Convention ), which has been incorporated in U.S. law through the Federal Arbitration Act. Given the FAA ‘s favorable stance toward the enforcement of arbitration awards—both domestic and foreign—Venezuela does not, and can not, seek de novo review of the merits of the arbitral court ‘s decision. rather, alleging violations of due process and public policy, it asks the Court to deny enforcement of the Award. After a august tour around the world of foreign and international law, the Court ultimately holds that Gold Reserve may indeed have its Award enforced right field here in Washington.

I. Background

A. Parties Petitioner is a mining company incorporated under the laws of the Province of Alberta, Canada, although it was incorporated under the laws of the Yukon Territory at the time arbitration was initiated in October 2009. See Pet., ¶ 2 & n.2. As it turns out, Petitioner ‘s nationality and possession structure are movement and center to the resolution of this case—and heatedly contested by the parties. This is because determining which corporate entity possessed an ownership interest in the concessions at emergence is not square. Those concessions granted 20 years ‘ single extraction rights to near-surface gold resources and hard rock gold, bull, and molybdenum resources located within the 500-hectare property in Venezuela known as Brisas. See id., Declaration of Matthew H. Kirtland ( ECF No. 2 ), Exhs. 1 ( A ) -1 ( D ) ( Arbitration Award ), ¶ 10. These concessions were known as the Brisas and Unicornio Concessions. See id., ¶¶ 10-12. In 1988, the Brisas Concession was in the first place granted to a Venezuelan company, Compañia Aurífera Brisas del Cuyuní, C.A. ( “ Brisas Company ” ), which was acquired in November 1992 by Gold Reserve de Venezuela, a subordinate of the United States party Gold Reserve Corporation ( “ Gold Reserve Corp. ” ). See id., ¶ 11. The Brisas Company applied for rights to the Unicornio Concession in 1993, which it received in 1998. See idaho., ¶ 12. To complicate matters further, on October 5, 1998, Gold Reserve Incorporated ( “ Gold Reserve Inc. ” ) —the Petitioner here—was incorporated in Canada as a wholly own auxiliary of Gold Reserve Corp.—the American company. See id. In early 1999, however, Gold Reserve Inc. acquired the shares of Gold Reserve Corp., thereby becoming the latter ‘s parent company. See id., ¶¶ 11, 235. From that decimal point fore, the Canadian Gold Reserve Inc. was the parent company of the American Gold Reserve Corp., which in turn held the Venezuela subsidiary company Gold Reserve de Venezuela, owner of the Brisas Company that held the Brisas and Unicornio Concessions. See idaho., ¶ 11. Or, for those more spatial learners : Gold Reserve Inc. ( Canadian ) ? Gold Reserve Corp. ( American ) ? Gold Reserve de Venezuela ? Brisas Company ? Brisas & Unicornio Concessions much dim-witted is the status of Respondent, which is the Bolivarian Republic of Venezuela, which granted—and then revoked—the Brisas and Unicornio Concessions. See idaho., ¶ 2. In light of the nationalities of the parties, the Tribunal adjudicating the dispute did so according to the bilateral investment treaty between Canada and Venezuela, which came into force on January 28, 1998. See Kirtland Decl., Exh. 2 ( Agreement between the Government of Canada and the Government of Venezuela for the Promotion and Protection of Investments, Can.-Venez., Jan. 28, 1988, E101531–1998 Can. T.S. No. 20 ) ( the “ BIT ” ). According to Respondent, Gold Reserve ‘s corporate ownership structure is relevant because the Canada-Venezuela BIT would have no applicability if Petitioner were not considered a canadian company as defined by the BIT. For ease of reference point, the Court will refer to all of the Gold Reserve entities as “ Gold Reserve ” unless distinguishing among them, as in Sections III.A.3 and III.C.1, infra. B. dispute Over Concessions In most federal suits, the merits dispute between the parties is of cardinal relevance to any resolution. here, however, Gold Reserve ‘s request for enforcement of the Award, and Venezuela ‘s opposition thereto, do not turn on the issues that led to the arbitration itself, and so the Court will only briefly recite the facts pertaining to that disagreement. The Award concerns Gold Reserve ‘s claims arising out of Venezuela ‘s revocation of permits and licenses related to the concessions, vitamin a well as its seizure of Petitioner ‘s assets. See Arb. Award, ¶¶ 24-28. While Respondent alleged breaches of mining and environmental obligations that justified the recission, see MTD at 6, Petitioner rejoined that this cancellation constituted a “ failure to accord fair and equitable discussion ” in violation of the BIT. See Pet., ¶ 17. specifically, Gold Reserve alleged that, after it had invested close to $ 300 million between 1992 and 2008 to develop gold and copper mining projects on the concessions, its investments were “ unlawfully and efficaciously taken from it as a result of and by the decisions and actions taken, directed, and supported by the administration of the then-President of Venezuela, Hugo Chávez. ” Id., ¶¶ 18, 20. C. The Arbitration To vindicate its rights, Petitioner sought adjudication of the dispute through arbitration under the BIT, submitting its request pursuant to the International Centre for Settlement of Investment Disputes ( ICSID ) Arbitration ( Additional Facility ) Rules on October 21, 2009. See idaho., ¶¶ 21, 22 ; Arb. Award, ¶ 29 ; Kirtland Decl., Exh. 4 ( Consent and Authorization to Commence Arbitration of Bilateral Investment Treaty Dispute ) ( “ Consent to Arbitrate ” ) ; see besides Additional Facility Rules, available at hypertext transfer protocol : // In its initial request, Gold Reserve sought compensation both for itself and on behalf of its Venezuelan subordinate for losses, including pre- and post-award interest. See Pet., ¶ 22. As is often the case, the parties did not agree on the number of arbitrators or their method acting of appointment within 60 days of adjustment of the request. See Arb. Award, ¶ 32. As a leave, in January 2010, the Secretary-General of ICSID informed the parties that, in accordance with ICSID Arbitration Additional Facility Rule Article 9 ( 1 ), a three-member Arbitral Tribunal would be composed of one arbiter appointed by each party, and a third base, the president of the court, would be appointed by common agreement of the parties. See id., ¶ 33. Gold Reserve appointed Professor David A.R. Williams QC, and Venezuela appointed Professor Pierre-Marie Dupuy. See id., ¶¶ 33-35. The parties jointly settled on Professor Piero Bernardini as President of the Tribunal. See id., ¶¶ 33, 38-39. They besides jointly selected Paris to be the seat of the arbitration. See MTD at 33 ; Pet., ¶ 27. After several rounds of pre-hearing briefings and the commute of expert-witness reports, the Tribunal held a learn on both jurisdictional and merits matters in Washington, D.C., on February 13-17, 2012. See Pet., ¶ 30. fact and expert witnesses besides testified during this hearing. See id. After extra submissions, the Tribunal held a far hear for two more days in Paris on October 15-16, 2013, and reviewed further submissions from the parties through December 2013. See id., ¶¶ 31-32. Over two years after the initial hear on the matter and about five years after Gold Reserve ‘s initial request was filed, the Tribunal announced its consentaneous Award on September 22, 2014, consisting of a not-inconsiderable 225 pages of actual findings and legal determinations. See idaho., ¶¶ 35-36 ; see by and large Arb. Award. The Tribunal found Venezuela in breach of Article II ( 2 ) of the BIT by “ failing to accord fair and equitable discussion to Gold Reserve ‘s investment. ” Arb. Award, ¶ 863. It further concluded that the “ number, variety show, and earnestness of the breaches make the FET trespass by Respondent particularly crying. The compensation due to Claimant for such breaches should reflect the seriousness of the violation. ” Id., ¶ 615. The Tribunal accordingly ordered Venezuela to pay Gold Reserve compensation in the sum of $ 713,032,000, plus pre- and post-award interest, and $ 5 million in legal fees incurred by Gold Reserve in vindicating its interests before the Tribunal. See Pet., ¶¶ 38-40 ; Arb. Award, ¶¶ 863, 850-56. This was not the end of the floor, however. Because the parties agreed to arbitrate their dispute in Paris, the arbitration was governed by french arbitration law, and so Venezuela appealed the Award to the Paris Court of Appeal. See MTD at 17. Venezuela individually filed a notification of petition to set aside the Award with that court, and Gold Reserve countered with a prayer to confirm it. See idaho. These two procedures are different in scope and length. Although the Court of Appeal confirmed the Award—since the lone basis on which not to do so is if it is obviously contrary to external public policy—it is soon considering Venezuela ‘s petition to set aside the Award, a proceed that entails a more research review of the Tribunal ‘s decisionmaking. See id. at 17-18. Respondent recently notified the Court that oral arguments before that woo have been rescheduled from November 3, 2015, to February 4, 2016. See Notice of Change of Schedule in Paris Court of Appeal ( ECF No. 39 ). autonomous of these parisian proceedings, across the Atlantic, Gold Reserve filed the instantaneous prayer to Confirm the Award, which Venezuela has opposed.

II. Legal Standard

The Court begins with the procedural backdrop. At first glance, it might seem strange that a dispute of this nature—confirmation of an ICSID arbitration award issued in France and governed by a bilateral investing treaty between Canada and Venezuela—has ended up in this Court. Yet U.S. domestic law enables good such a procedure for confirmation and enforcement. Gold Reserve ‘s prayer to Confirm the Arbitral Award is governed by the New York Convention, which provides for “ recognition and enforcement of arbitral awards made in the territory of a State other than the State where the recognition and enforcement of such awards are sought. ” Convention on the Recognition and Enforcement of Foreign Arbitral Awards, opened for signature June 10, 1958, art. I.1, 21 U.S.T. 2517 ( “ New York Convention ” ). Since the Award was made in France and enforcement is sought in the United States, both of which are signatories to the New York Convention, the confirmation is governed by the Convention. See Pet., ¶ 47 ; U.S. Dept. of State, Treaties in Force : A list of Treaties and other International Agreements of the United States in Force on January 1, 2007, § 2 at 12, available at hypertext transfer protocol : // The New York Convention, furthermore, has been codified via the Federal Arbitration Act, 9 U.S.C. §§ 201 -208, which permits any party to an arbitration under the Convention to seek confirmation of the arbitral prize in U.S. federal zone court within three years of the award. See 9 U.S.C. § 207. As with claims concerning domestic arbitral awards, courts that are asked to confirm international arbitral decisions do so recognizing the solid deference they owe to arbitral tribunals under the FAA : “ Consistent with the ‘ emphatic federal policy in favor of arbitral quarrel resolution ’ recognized by the Supreme Court [, ] … the FAA affords the district court little delicacy in refusing or deferring enforcement of extraneous arbitral awards. ” Belize Social Development Ltd. v. Government of Belize, 668 F.3d 724, 727 ( D.C.Cir.2012 ) ( quoting Mitsubishi Motors Corp. v. Soler Chrysler–Plymouth, Inc., 473 U.S. 614, 631, 105 S.Ct. 3346, 87 L.Ed.2d 444 ( 1985 ) ). A far restraint is that courts “ may refuse to enforce the award [ brought under the New York Convention ] alone on the grounds explicitly set forth in Article V of the Convention. ” TermoRio S.A. E.S.P. v. Electranta S.P., 487 F.3d 928, 935 ( D.C.Cir.2007 ) ( citation omitted ) ; see besides Int’l Trading & Indus. Inv. Co. v. DynCorp Aerospace Tech., 763 F.Supp.2d 12, 19 ( D.D.C.2011 ) ( collecting cases ). Because “ the New York Convention provides entirely several narrow circumstances when a woo may deny confirmation of an arbitral award, confirmation proceedings are broadly compendious in nature. ” DynCorp Aerospace Tech., 763 F.Supp.2d at 20 ( citing Zeiler v. Deitsch, 500 F.3d 157, 169 ( 2d Cir.2007 ) ). The party resisting confirmation — in this case, Venezuela — bears the heavy burden of establishing that one of the grounds for denying confirmation in Article V applies. See imperial Ethiopian Gov’t v. Baruch–Foster Corp., 535 F.2d 334, 336 ( 5th Cir.1976 ) ; see besides Ottley v. Schwartzberg, 819 F.2d 373, 376 ( 2d Cir.1987 ) ( “ [ T ] he showing required to avoid compendious confirmation is high. ” ).

III. Analysis

With that framework in mind, Venezuela raises three types of challenges to block confirmation of the Award, each of which it alleges falls within the New York Convention ‘s Article V exceptions permitting non-enforcement. First, it contends that the Award exceeds the setting of Venezuela ‘s consent to arbitration ; second, it asserts that the Tribunal ‘s impart during the hearing violated the country ‘s due-process rights ; and third, it argues that the Award is reverse to U.S. public policy because it assesses punitive damages against a foreign state. alternatively, should the Court choose to order enforcement of the Award, Venezuela seeks to have confirmation stayed pending resolution of the attract presently before the Paris Court of Appeal. The Court will first individually cover Venezuela ‘s three meaty challenges and conclude by examining the question of staying enforcement. A. Award Exceeds Scope In its first challenge, Venezuela contends that the Award exceeded the oscilloscope of its accept to arbitrate. In so doing, Respondent invokes Article V ( 1 ) ( c ) of the New York Convention, which provides in relevant separate :

Recognition and enforcement of the award may be refused … if … [t]he award deals with a difference not contemplated by or not falling within the terms of the submission to arbitration, or it contains decisions on matters beyond the scope of the submission to arbitration. …

At the beginning, the Court takes wish to note that Venezuela ‘s challenge actually involves a bipartite inquiry. This is because the Court must not only decide, substantively, whether the Tribunal acted within its permissible oscilloscope to arbitrate. Before doing so, it must first gear determine, procedurally, the measure of deference it should grant the Tribunal ‘s own determination of such scope, insofar as that motion was itself delegated to the Tribunal. The Court begins with the latter.

1. Deference Owed to Tribunal

In cases where both parties have intelligibly and signally delegated the question of arbitrability to the arbiter, a court “ should give considerable allowance to the arbiter, setting aside his or her decision lone in sealed specialize circumstances. ” First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 943, 115 S.Ct. 1920, 131 L.Ed.2d 985 ( 1995 ). indeed, at least one circumference has held that where the parties “ distinctly and signally agreed to arbitrate issues of arbitrability, ” the party resisting confirmation of the award “ is not entitled to an freelancer judicial redetermination of that lapp question. ” Schneider v. Kingdom of Thailand, 688 F.3d 68, 74 ( 2d Cir.2012 ). To the extent that the parties hera have “ clearly and unmistakably ” agreed to arbitrate arbitrability, then, this Court must give substantial deference to that decision. This is because “ the [ New York ] Convention … does not sanction [ a Court ‘s ] second-guessing the arbiter ‘s construction of the parties ‘ agreement. ” Parsons & Whittemore Overseas Co., Inc. v. Societe Generale De L’Industrie Du Papier ( RAKTA ), 508 F.2d 969, 977 ( 2d Cir.1974 ). The interrogate, consequently, is whether the parties thus “ clearly and signally ” agreed to delegate arbitrability. At beginning glance, the answer could barely appear to be in quarrel. The parties consented that arbitration proceedings between them would be governed by the ICSID Additional Facility Arbitration Rules. See Arb. Award, ¶¶ 29-31 ; Consent to Arbitrate at 1-2. Under the BIT, where “ either the challenge Contracting Party or the Contracting Party of the investor, but not both, is a party to the ICSID Convention, ” the investor may submit the dispute to arbitration under the Additional Facility Rules of ICSID. See BIT, art. XII ( 4 ) ( b ). It is undisputed that Canada is a party to the ICSID Convention and Venezuela is not. See ICSID, List of Contracting States and other Signatories of the Convention ( as of April 18, 2015 ), available at hypertext transfer protocol : //öfC¨ontracting0¨States0¨and0¨Other0¨Signatories0¨of ¨eC¨onvention-¨L¨atest.pdf. The Additional Facility Rules, in change by reversal, explicitly provide that “ [ deoxythymidine monophosphate ] he Tribunal shall have the power to rule on its competence. ” Additional Facility Rules, art. 45 ( 1 ). As Gold Reserve argues, “ [ B ] y incorporating the ICSID Additional Facility Arbitration Rules into their arbitration agreement through the BIT, the parties agreed that the Tribunal would decide any issues of arbitrability. ” Opp. at 6-7. Venezuela objects to this straightforward settlement of the doubt, responding that its “ stand offer to arbitrate ” under the BIT only applies if the relevant investor “ fulfills the conditions set out in the treaty. ” MTD at 20. As described in more contingent below, Respondent contends that Gold Reserve Inc. was not properly an investor under the definition of the BIT, and so Venezuela never consented to arbitration with that entity. Id. at 21. Venezuela ‘s argument seems to create a kind of analytic Möbius leach : it alone consented to the arbitral court when the counterparty is an investor under the BIT, but under the BIT the parties must rely on that lapp arbitral court to determine whether Gold Reserve Inc. was a proper investor in the first place. At bottom, the ICSID Additional Facility Rules governing such arbitrations under the BIT clearly express that the Tribunal has the office to rule on its own competence, which the Tribunal here did. See generally art. 45. The Court thus considers Venezuela ‘s arguments in light of the significant deference owed to the Tribunal ‘s own findings concerning its oscilloscope to act. * * * Having resolved the level of deference owed to the Tribunal, the Court turns to the meat of the matter. Venezuela provides two meaty reasons why the Tribunal acted “ beyond the scope ” of Respondent ‘s submission to arbitration. First, Venezuela claims that the Tribunal lacked jurisdiction over the parties because Gold Reserve Inc.—the Canadian entity— “ does not qualify as an investor under the BIT. ” Id. at 20. second, it further contends that Gold Reserve Inc. was not the proper entity to be awarded damages, as the BIT allows recompense to be awarded only to the “ affected enterprise ” —which it argues should be Gold Reserve ‘s Venezuelan subordinate only. See id. at 24. The Court considers the two issues in turn.

2. Definition of Investor Under BIT

Venezuela foremost asserts that because Gold Reserve Inc. does not qualify as an investor under the BIT, “ the Tribunal had no jurisdiction over a challenge between Venezuela ” and that company. See MTD at 20. To remind the reviewer, Gold Reserve Inc., as of 1999, was the parent of all Gold Reserve subsidiaries. Venezuela ‘s expostulation here is not novel : it first base contested the jurisdiction of the Tribunal in a letter dated December 22, 2010, in which it requested that the Tribunal suspend the proceedings on the merits until deciding the legal power motion. See Arb. Award, ¶ 97. After hearing from both parties, the Tribunal determined that suspension of the proceedings on the merits was not warranted. See id., ¶ 103. alternatively, it joined Respondent ‘s jurisdictional objections to its merits objections, choosing to adjudicate both simultaneously, see idaho. a choice permitted under the ICSID Additional Facility Rules. See Additional Facility Rules, art. 45 ( 5 ). The Tribunal ultimately held, as part of its Award, that it did own jurisdiction over the quarrel. See Arb. Award, ¶ 272. a. Tribunal ‘s Jurisdictional Findings The Tribunal began its analysis by consulting the BIT, which involved a three-part question. Under the BIT, a canadian “ investor ” is “ [ 1 ] any enterprise incorporated or punctually constituted in accord with applicable laws of Canada, who [ 2 ] makes the investing in the territory of Venezuela and who [ 3 ] does not possess the citizenship of Venezuela. ” BIT, artwork. I ( g ) ( two ) ( emphases added ). As to the first and third requirements, the Tribunal determined that Gold Reserve Inc. was incorporated in Canada and did not possess Venezuelan nationality. See Arb. Award, ¶ 250. Although it noted Venezuela ‘s competition that Gold Reserve was headquartered in the United States — and therefore that the Canadian entity was merely a “ shell caller ” — it pointed to ICSID precedent identifying incorporation as the proper test for nationality, not “ master ” or a “ genuine connection. ” Id., ¶¶ 251-52. furthermore, as the Tribunal noted, the state parties to the BIT “ could have chosen to include a ‘ genuine link ’ test or a ‘ management ’ test, but did not. The Tribunal can not read these criteria into the BIT. ” Id., ¶ 255. And it observed that even under such a test, Gold Reserve would probable succeed, given that a growing majority of its shares were held by canadian investors and that the canadian Government had immediately intervened on its behalf in dealing with Venezuelan authorities. See id. absent tell of abuse ( such as incorporation taking place after the challenge arise, which was not the case here ), the Tribunal concluded no far inquiry was necessity. See id., ¶ 252. More complicated was its determination of the second requirement— viz., that Gold Reserve Inc. had made an investment in the district of Venezuela. In club to answer this, the Court must determine whether Gold Reserve Inc. —rather than its subsidiary—can be considered to have made such an investment. In early words, while a Gold Reserve entity had made such an investment, the doubt was whether this could be attributed to Gold Reserve Inc., the party to the arbitration. The Tribunal began by recognizing that the BIT ‘s definition of investment “ expressly includes ‘ rights, conferred by law or under abridge, to undertake any economic and commercial activity, including any rights to search for, domesticate, extract or feat natural resources. ’ ” Id., ¶ 257 ( quoting BIT, art. I ( fluorine ) ( six ) ). It held that “ the ordinary think of of the words, ‘ making an investment in the territory of Venezuela [, ] ’ does not require that there must be a motion of capital or other values across Venezuelan borders. ” Id., ¶ 261. This is because, were such a condition to be inferred, an existing investment in Venezuela would not be protected by the BIT if it were acquired by a third party—even if the acquiring party then invested funds in Venezuela to finance the activity of the assume clientele. See id., ¶ 262. The Tribunal cited respective precedents in which ICSID tribunals found that the acquisition of an entity “ which owned the companies who held the concessions was considered by all to be sufficient to constitute the ‘ making ’ of an investment. ” Id., ¶¶ 264, 263-69 ; see besides Millicom Int. Operations v. Senegal, ICSID Case No. ARB/08/20, Decision on Jurisdiction ( July 16, 2012 ) ; Mobil Corp. v. Bolivarian Republic of Venezuela, ICSID Case No. ARB/07/27, Decision on Jurisdiction ( June 10, 2010 ) ; EnCana Corp. v. Republic of Ecuador, LCIA Case No. UN3481, UNCITRAL, Award ( Feb. 3, 2006 ) ; Aguas del Tunari S.A. v. Republic of Bolivia, ICSID Case No. ARB/02/3, Decision on Respondent ‘s Objections on Jurisdiction ( Oct. 21, 2005 ). In light of this, the Tribunal concluded :

There is no support in previous cases for contentions pertaining to a lack of investment as a result of (1) the parent company entering the structure after the concession had been granted; (2) the parent company being inserted as a result of an internal corporate restructure; or (3) the new parent company being incorporated in a jurisdiction with a BIT which has previously not been relevant.

Id., ¶ 270. The Tribunal far cited to the fact that one of Gold Reserve ‘s express reasons for incorporating as a canadian entity was to raise funds in Canada for its mining activities in Venezuela ; indeed, most of the U.S. $ 300 million invested in the mine projects came through such canadian investors. See idaho., ¶ 271. In unaccented of the plain think of, precedents, and actual background, the Tribunal concluded that Gold Reserve “ satisfie [ five hundred ] the definition of investor both as a canadian incorporated company and as a company that made an investing in Venezuela, ” and therefore that the Tribunal had jurisdiction to adjudicate the call. See idaho., ¶ 272. b. Venezuela ‘s Contentions Venezuela contests the Tribunal ‘s findings here. In its gesture to Dismiss before this Court, it argues that “ [ phosphorus ] ermitting Gold Reserve to take advantage of protections intended for canadian investors would be an misuse of rights, ” MTD at 22, for it alleges that Gold Reserve “ is not a bona fide canadian enterprise. ” Id. at 21. For the most contribution, Venezuela ‘s contentions echo those it raised before the Tribunal, and which the Tribunal rejected. As a reminder, the New York Convention “ does not sanction second-guessing the arbiter ‘s structure of the parties ‘ agreement. ” Parsons & Whittemore Overseas Co., 508 F.2d at 977. The precedents Venezuela cites for the Tribunal ‘s lack of legal power, furthermore, do not hold up under scrutiny and were properly distinguished in that go. Phoenix Action Ltd. v. Czech Republic, ICSID Case No. ARB/06/5, Award ( Apr. 15, 2009 ), for case, concerned an ongoing legal challenge involving the czech government and two czechoslovakian companies whose owner had fled the Czech Republic, obtained Israeli citizenship, reacquired the companies, and then brought an arbitration call against the Czech Republic under the Czech-Israeli BIT. See id., ¶ 137. That court intelligibly found that the investing plan “ was made simply to assert a claim under the BIT. ” Id., ¶ 138. In line, as the Tribunal noted, Gold Reserve ‘s “ internalization in Canada occurred before the quarrel rebel, for legitimate purposes. ” Arb. Award, ¶ 252. The international-arbitration precedents cited by the Tribunal indicate that a bona fide-enterprise test was not implicated in the BIT ‘s definition of “ incorporated, ” and evidence suggests Gold Reserve could satisfy such a circumstance even if it were required. In easy of this — and the deferent standard of review U.S. courts grant arbitral tribunals — the Court concludes that the Tribunal by rights determined that Gold Reserve Inc. was an investor and that it could therefore hear the claim.

3. Affected Enterprise

Venezuela adjacent argues that the Tribunal awarded damages to the wrong party. It alleges that non-enforcement is warranted because the Award contravenes “ the express terms of the BIT by awarding damages to Gold Reserve for damage allegedly suffered by its indirectly held subsidiary company, the Brisas Company. ” MTD at 23. respondent points to Article XII ( 9 ) of the BIT, which provides that “ [ w ] here an investor brings a claim under this Article regarding loss or wrong suffered by an enterprise the investor immediately or indirectly owns or controls any award shall be made to the affected enterprise. ” BIT, artwork. XII ( 9 ). It consequently contends that because Gold Reserve ‘s Venezuelan subsidiary company is a distinguish corporate entity from Gold Reserve Inc., and because the mining concessions that underlie the dispute belonged to the early, the auxiliary was the moved enterprise to whom recompense should have been awarded. See MTD at 23-24. As a preliminary count, the parties contest whether Venezuela properly raised this issue in its briefs ahead of the arbitral hearing and/or during the hear itself. Gold Reserve contends that the country “ waived any claim that the Tribunal should have awarded damages to Gold Reserve ‘s subordinate preferably than Gold Reserve itself ” because it “ failed to raise its Article XII ( 9 ) argument with the Tribunal, and thereafter abandon [ ed ] the emergence wholly …. ” Sur-Reply at 8. The Court inaugural looks at whether Venezuela was on notice that Gold Reserve Inc. was bringing the claim on its own behalf and then at whether Respondent frankincense waived its challenge concerning the affect enterprise. Finding release exists here, the Court will not consider the merits of the issue. a. notice Petitioner argues that because it repeatedly raised a claim for losses on behalf of Gold Reserve Inc., Venezuela was mindful throughout the hearing that this was the entity seeking damages. While acknowledging that in its initial Request for Arbitration that Gold Reserve “ submitted consents and waivers that permitted claims to be presented both for Gold Reserve ‘s losses adenine well as those of its subsidiaries, ” it states that in its first substantive submission, and in every subsequent meekness before the Tribunal, “ it presented its call only on behalf of its own damages, and not those of its subsidiaries …. ” Sur-Reply at 5. To evince this, it points to language in its Claimant ‘s Memorial—its first advocacy brief before the Tribunal—submitted in 2010, in which it expressly made the case that Gold Reserve Inc. could bring claims regarding its own losses under the BIT :

Article XII of the BIT … provides that Gold Reserve may submit its claims that … Gold Reserve has incurred loss and damage by reason of or arising out of those breaches. … The fact that the BIT also permits investors to bring claims regarding loss or damage suffered by an enterprise that the investor directly or indirectly owns or controls does not detract from the investor’s right to bring claims regarding its own losses.

Sur-Reply, Exh. 23 to Second Declaration of Abby Cohen Smutny ( Claimant ‘s Memorial ( Sept. 24, 2010 ) ), ¶¶ 364-367. Gold Reserve continued to make claims for its own losses in testify presented by its damages expert, see id., Exh. 24 to Smutny Second Decl. ( technical Report of Brent C. Kaczmarek, CFA ( Sept. 24, 2010 ) ), ¶¶ 7, 56 ; in its Reply brief, see idaho., Exh. 25 to Smutny Second Decl. ( Claimant ‘s Reply ( July 29, 2011 ) ), ¶ 687 ( seeking compensation wholly and entirely on behalf of Claimant Gold Reserve Inc. ) ; and in its post-hearing abbreviated. See id., Exh. 26 to Smutny Second Decl. ( Claimant ‘s Post-Hearing Brief ( March 16, 2012 ) ), ¶ 83 ( “ Gold Reserve seeks monetary damages in the sum of the passing it suffered as a solution of Respondent ‘s breaches of the BIT. ” ). Given that Gold Reserve repeatedly made the claim on its own behalf, the Court agrees that “ Venezuela frankincense was in full aware that Gold Reserve sought easing in the arbitration for its own losses. ” Sur-Reply at 6. b. Waiver If Venezuela had concerns that Gold Reserve Inc. was not the proper entity to be awarded damages, Petitioner contends, it “ should have raised them during the arbitration proceedings, and offered any supporting factual and legal argument … to the arbitration Tribunal. It did not. It has therefore waived this argument. ” Id. Venezuela counters that it did raise the argument—twice. See Sur-Surreply at 2-3. First, in a footnote of its Rejoinder on Jurisdiction and Merits to the Tribunal in December 2011, it stated, “ It should be noted, in fact, that pursuant to Article XII ( 9 ) of the Venezuela-Canada BIT, any award would have to be made to Compañía Aurifera Brisas del Cuyuní, C.A. and GR Minerales El Choco, C.A. ” Sur-Reply, Exh. 27 to Second Smutny Decl. ( Rejoinder on Jurisdiction and Merits of the Bolivarian Republic of Venezuela ( Dec. 8, 2011 ) ), ¶ 667 n.1510. Second, a representative of Venezuela raised the text of the BIT during the hearing itself, in the midst of arguing that Gold Reserve did not by rights qualify as an investor under the BIT, prompting a unretentive change with one of the Tribunal members. See Sur-surreply at 3. The entire colloquy went as follows :

Dr. GOODMAN: … And the Article IX of the last—very last paragraph of the Treaty says that where an investor brings a claim under this article regarding loss or damage suffered by an enterprise the investor directly or indirectly owns or controls, any award shall be made to the affected enterprise. I just draw that to your attention, should the—should that occasion ever arise. …

ARBITRATOR WILLIAMS: May I just ask a question. What is the practical import of what you have just said about the award being to the affected enterprise? Do you believe that that, A, is a matter of procedural significance and, B, a matter which affects Respondent? How do you see it?

DR. GOODMAN: We do see that it’s just a matter in the Treaty, which we wanted to draw your attention to.

Sur-Reply Exh. 28 to Smutny Second Decl. ( Hearing on Jurisdiction and Merits, Gold Reserve Inc. v. The Bolivarian Republic of Venezuela, ICSID Case No. ARB ( AF ) /09/1 ( Feb. 17, 2012 ) ), 1200-01. Although Gold Reserve cites to numerous cases that intelligibly indicate that a party waives a claim that it wholly fails to raise in its briefings, these cases are not on all fours with the facts hera because, as both parties agree, Venezuela did —albeit obliquely—raise the issue. The Court is not persuaded, however, that the brief footnote in Venezuela ‘s Rejoinder is sufficient. The release threshold requires more. After all, “ pro forma and unexploited arguments, and arguments that are unsupported by pertinent authority, are [ besides ] deemed waived. ” Johnson v. Panetta, 953 F.Supp.2d 244, 250 ( D.D.C.2013 ) ; see besides Nikijuluw v. Gonzales, 427 F.3d 115, 120 n. 3 ( 1st Cir.2005 ) ( “ It is well established that issues adverted to in a casual manner, unaccompanied by some effort at develop argument, are deemed waived. ” ) ( citation and inner quotation marks omitted ) ; Dillery v. City of Sandusky, 398 F.3d 562, 569 ( 6th Cir.2005 ) ( lapp ) ; accord Bridas S.A.P.I.C. v. Gov’t of Turkmenistan, 345 F.3d 347, 356 n. 7 ( 5th Cir.2003 ) ( “ Arguments that are insufficiently addressed in the body of the brief, however, are waived. ” ). This is particularly true where the only reference to the argument is raised in a footnote. See United States v. Judd, 42 Fed.Appx. 140, 144 ( 10th Cir.2002 ) ( “ Arguments made in a pro forma manner, such as in a annotate, are waived. ” ) ; Tolbert v. Queens Coll., 242 F.3d 58, 75 ( 2d Cir.2001 ) ( “ A competition is not sufficiently presented for appeal if it is conclusorily asserted lone in a footnote. ” ). This is because “ [ one ] triiodothyronine is the [ party ‘s ] job ‘ to spell out [ their ] arguments squarely and distinctly. ’ ” Raines v. U.S. Dep’t of Justice, 424 F.Supp.2d 60, 66 ( D.D.C.2006 ) ( quoting Rivera–Gomez v. de Castro, 843 F.2d 631, 635 ( 1st Cir.1988 ) ). here, Venezuela fell well short of the tax required, even if the Court considers both the annotate and the hearing. In see to the latter, it is important to mention that Dr. Goodman—speaking on behalf of Venezuela—referred to the ill-timed article of the BIT, referencing Article IX. See Hearing on Jurisdiction and Merits, 1200-01 ( “ And the Article IX of the last—very stopping point paragraph of the Treaty says that where an investor brings a title under this article regarding loss or damage suffered by an enterprise the investor immediately or indirectly owns or controls, any award shall be made to the moved enterprise. ” ). Article IX, of course, it quiet on this exit, speaking rather to issues of subrogation, and so it is not surprising that the court penis ‘s reply was to ask, “ What is the hardheaded import of what you have equitable said … ? ” Id. at 1201. even under the most lenient standard, Dr. Goodman ‘s response, “ We do see that it ‘s just a matter in the Treaty, which we wanted to draw your attention to, ” id. at 1201–02, clearly does not constitute “ developed argumentation. ” See Nikijuluw, 427 F.3d at 120 n. 3. indeed, his reaction did nothing to clarify the “ practical import ” of Article XII. Waiver is motivated by issues of comeliness : in any adjudicative context, “ a litigant has an obligation to spell out its arguments squarely and distinctly, or else forever hold its peace. ” Rivera–Gomez, 843 F.2d at 635 ( citation and inner quotation marks omitted ). here, Paterson–Leitch Co., Inc. v. Massachusetts Mun. Wholesale Elec. Co., 840 F.2d 985 ( 1st Cir.1988 ), is instructive. That court affirmed a district court ‘s refusal to consider an argument that was lone raised before the magistrate pronounce “ in a single prison term in its opposition memo, bereaved of meaningful citation of authority. ” Id. at 990. As the Paterson–Leitch court stated, “ A party has a duty to put its best foot fore … to spell out its arguments squarely and distinctly. One should not be allowed to defeat the system by seeding the record with mysterious references to unpled claims, hoping to set the stage for an ambush should the ensuing regnant fail to suit. ” Id. At all stages of the arbitration proceedings, Petitioner repeatedly asserted its claims on behalf of Gold Reserve Inc. Given the thousands of pages of briefings and exhibits, if establishing the proper entity for a damages prize was sol cardinal to Venezuela ‘s legal position, one would expect this argument to be made with some clarity. To the degree that Venezuela did not properly flag the issue before and during the hearing, furthermore, it blames Gold Reserve ‘s bewilderment for the omission. It contends Gold Reserve did not make clear that it was bringing claims alone on its own behalf until post-hearing brief. See Sur-surreply at 4. The Court, however, has fair refuted that point by showing Gold Reserve made the argument in earlier pleadings as well. In abstemious of the solid deference owed to the Arbitral Tribunal in making its determination, and the closely five years the parties spent participating in the arbitration work, it would be inappropriate for the Court to second-guess the Tribunal regarding an controversy that was never by rights developed before it. The Court thus finds that Venezuela waived its claim as to the proper entity to which an award should be issued under the BIT. B. Due-Process Violations Venezuela next resists confirmation of the Award on the basis that the Tribunal violated due-process standards in the lead of the hear. See MTD at 25. The state again points to the New York Convention, which permits courts to deny enforcement of an arbitral award if “ [ deoxythymidine monophosphate ] he party against whom the prize is raise … was … ineffective to present his encase …. ” New York Convention, art. V ( 1 ) ( b-complex vitamin ). At the beginning, both sides agree that this standard means that each party must be offered an “ opportunity to be heard at a meaningful meter and in a meaningful manner. ” MTD at 25 ; see Opp. at 17. Both reference to Iran Aircraft Indus. v. Avco Corp., 980 F.2d 141, 146 ( 2d Cir.1992 ) ), which incorporated from Mathews v. Eldridge, 424 U.S. 319, 333, 96 S.Ct. 893, 47 L.Ed.2d 18 ( 1976 ), the standard that “ due work is the opportunity to be heard ‘ at a meaningful clock time and in a meaningful manner. ’ ” This is because the due-process standard applied in determining whether to enforce an prize in a forum state—here, the United States—is that forum state ‘s law. See Generica Ltd. v. Pharm. Basics, Inc., 125 F.3d 1123, 1129–30 ( 7th Cir.1997 ) ( “ [ A ] n arbitral award should be denied … if the party challenging the prize proves that he was not given a meaningful opportunity to be heard as our due process jurisprudence defines it. ” ) ( vehemence added ) ( citing Iran Aircraft Indus., 980 F.2d at 145 ). The Court will therefore buttocks Venezuela ‘s claims under standards of american english law, which require an arbiter to provide a basically fair earshot, defined as “ one that meets the minimal requirements of fairness—adequate notice, a hearing on the attest, and an unprejudiced decision by the arbitrator. ” Generica, 125 F.3d at 1130 ( citation and inner citation marks omitted ). Venezuela ‘s due-process objections are treble. First, it argues that the Tribunal provided disparate treatment by denying equal time for the parties to present their cases at the earshot. Second, it asserts that the Tribunal employed a damages-calculation methodology different from that which had been agreed upon by the parties. Third, it maintains that the Tribunal prevented Respondent from amply addressing arguments concerning the errors in the Award after issuing it. The Court addresses each in turn.

1. Inequitable Treatment of Parties’ Share of Time

Venezuela first alleges that the Tribunal inequitably granted Gold Reserve “ more than one-half of the five hearing days ” in misdemeanor of the parties ‘ rules regulating the proceedings. See MTD at 26 ( quoting Arb. Award, ¶ 77 ). Rule 2.1 states that “ [ deoxythymidine monophosphate ] he hearing shall proceed on the basis of an equal share of the available hearing time. ” Id., Exh. 1 to Smutny Decl. ( adjective Rules for the Hearing on Jurisdiction and the Merits ( “ Arbitration Rules ” ) ) at 1. Although the parties had agreed to hold the earshot beginning February 9, 2012, after the death of the Attorney-General for Venezuela, Respondent requested that the Tribunal push back the date to February 13, 2012. See Arb. Award, ¶¶ 71, 75. This would reduce the hear from a full of eight days to five. See Smutny Decl., ¶¶ 10, 12. Gold Reserve responded that it would object to this proposal if it reduced the time available to Gold Reserve to conduct direct examination of its own witnesses and cross-examination of Respondent ‘s witnesses. See Arb. Award, ¶ 76. Counsel for Respondent, however, stated that it did “ not intend to call any of Claimant ‘s witnesses or experts. That, by itself, should significantly reduce the time necessary for the hearing. ” Opp., Exh. 2 to Smutny Decl. ( Email from Ronald Goodman, Counsel for Respondent, to Members of the Tribunal ( Feb. 1, 2012 ) ). On explanation of Venezuela ‘s purpose not to cross-examine Gold Reserve ‘s witnesses or experts, the Tribunal agreed to shorten the earshot to five days, but determined that Gold Reserve was “ entitled to more than one-half of the five earshot days, ” since Gold Reserve intended both to present its own witnesses and experts and besides to cross-examine Venezuela ‘s. See Arb. Award, ¶ 77. The Tribunal determined that the “ principle of adequate share of the available hearing clock set forth in Rule 2.1 of the Procedural Rules for the Hearing does not apply in this new situation, which is attributable to Respondent. ” Id. evening though the total meter for witnesses was not equal, the Tribunal however went on to grant the parties peer time to present orifice submissions ( four and a half hours each ), see id. with each party taking a wax day to present its open, and both parties being granted two hours to make conclude arguments and answer potential questions ( if any ). See Opp., Exh. 5 to Smutny Decl. ( Email from Tribunal to Parties ( Feb. 8, 2012 ) ), ¶ 3. Venezuela objected to this plan, requesting that “ the principle of adequate time for both sides be respected …, ” Arb. Award, ¶ 80, but the Tribunal however proceeded with its announced revised agenda. Id., ¶ 82. Although Venezuela is technically right that the parties were not afforded equal time, establishing a denial of a “ meaningful opportunity to be heard ” requires more. Under Article V ( 1 ) ( b ) of the New York Convention, confirmation may be denied entirely if it can be shown that the party was “ ineffective to present [ its ] case. ” however, “ the hard union policy in support of encouraging arbitration and enforcing arbitration awards dictates that we narrowly construe the defense that a party was ‘ ineffective to present its case. ’ ” Rive v. Briggs of Cancun, Inc., 82 Fed.Appx. 359, 364 ( 5th Cir.2003 ) ( quoting Parsons & Whittemore Overseas Co., 508 F.2d at 975 ). It is not enough that Venezuela provides attest of unequal meter ; it must show precisely what it needed more clock for, and how the denial of extra clock prevented it from presenting its character. See, e.g., Rive, 82 Fed.Appx. at 364 ( “ Defendants did not present the district court with any extra information or attest that [ the party ] would have presented at the arbitration had it had the opportunity to do so. accordingly, the zone court by rights rejected the argument that the [ party ] did not have the opportunity to participate meaningfully …. ” ). respondent points to courts that have vacated arbitral awards for violations of due process. Yet those courts have done so after the moving party showed how the adjective inequality meant that it was “ unable to present its case. ” See, e.g., Iran Aircraft Indus., 980 F.2d at 146 ( affirming denial of enforcement of arbitral award after concluding that court had established lower brink for party ‘s method of proof before hearing and then applied higher doorway subsequently to reject party ‘s evidence and grant award against it ). other cases Venezuela cites are unrelated to the New York Convention and rather applied different F.A.A. rules for vacating arbitral awards granted in the lapp districts as the zone courts asked to enforce those awards. See MTD at 26 ; witness, e.g. Tempo Shain Corp. v. Bertek, Inc., 120 F.3d 16, 20 ( 2d Cir.1997 ) ( applying 9 U.S.C. § 10 of the F.A.A., which permits “ the United States court in and for the zone wherein the prize was made ” to vacate that award where fundamental fairness is violated ). Either direction, Venezuela has provided neither an explanation about how the inadequate time affected its ability to present its character nor precedents showing that a abnegation of equal time alone constitutes the lack of a “ meaningful opportunity to be heard. ” On this basis, the Court rejects Venezuela ‘s beginning due-process claim.

2. Lack of Opportunity to Respond to Damages Adjustment

Respondent ‘s future competition is that the Tribunal deprived it of due march by denying it a “ meaningful opportunity to address issues that arose for the first time in or after the Award. ” MTD at 27. In particular, it alleges that the Tribunal “ disregarded ” the parties ‘ joint agreement on the model to calculate damages. See idaho. at 28. Before addressing the merits of such a position, the Court notes that “ [ one ] n making evidential determinations, an arbiter need not follow all the niceties observed by the union courts. The arbiter need only grant the parties a basically fair hearing. ” Lessin v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 481 F.3d 813, 816 ( D.C.Cir.2007 ) ( citations and inner quotation marks omitted ). indeed, “ a federal court may vacate an award lone if the panel ‘s refusal to hear apposite and material evidence prejudices the rights of the parties to the arbitration proceedings. ” Id. at 818 ( citation and internal quotation marks omitted ). Venezuela contends that the Tribunal disregarded the Discounted Cash Flow ( DCF ) model that both parties ‘ experts relied upon in making assertions about the proper evaluation of a damages award to Gold Reserve. See MTD at 28. At beginning glance, such an argument appears to be belied by the Award itself : the Tribunal clearly stated in its Award that “ the Tribunal prefers to use the DCF model only. ” Arb. Award, ¶ 831. Scrutinizing the Award more closely, the Court understands Respondent ‘s ailment to be more specific—namely, that the Tribunal applied the DCF model incorrectly. alternatively of internally adjusting the DCF model to account for, among other things, geopolitical risks, see id., ¶ 831, the Tribunal appears to have first gear applied the unadapted DCF model, see id. and then manually adjusted the resulting calculation. See id., ¶ 842. Venezuela contends that this “ had a dramatic impression on the evaluation, including most notably in respect to the affect on the evaluation of delay in beginning of production and the nation risk premium. ” MTD at 28. not surprisingly, Gold Reserve contests Respondent ‘s delineation of the Tribunal ‘s actions, stating that Venezuela merely “ disagrees with the total of damages awarded by the Tribunal. ” Opp. at 23. once more, Gold Reserve has the better argument. In assessing damages, the Tribunal ‘s published Award devotes respective twelve pages to weighing the arguments of the parties and their multiple experts—both written reports and testimony given during the damages hearing on October 15-16, 2013—concerning the calculation of damages, see id., ¶¶ 670-848, including arguments from Venezuela ‘s technical that “ the mine was completely uneconomical to operate ” and frankincense the concessions had a “ negative valuation. ” Id., ¶ 833. Given the thoroughness with which the Tribunal weighed the evidence, and the fact that it sided with both parties on particular issues related to damages, it can barely be found to have “ refus [ ed ] to hear apposite and material evidence. ” Lessin, 481 F.3d at 818. Venezuela may disagree with the approach that the Tribunal took in assessing damages, but it nowhere alleges that arguments it sought to make during the joint-expert procedure were not admitted. While Venezuela contends that the Tribunal “ disregarded the DCF model in privilege of making gross estimations … without giving Venezuela the opportunity to present controversy on them, ” see MTD at 13-14, it had a full opportunity to make its encase as to the preferable approach to calculating damages—it plainly did not prevail before the Tribunal. Nor will it here. There is a cause why federal courts grant substantial deference to the evidential findings of arbitral tribunals : these bodies have greater resources, expertness, and access to evidence in order to develop actual findings, and federal courts are ailing situated to second-guess their conclusions. The Arbitral Tribunal conducted a two-day joint-expert-procedure hear concerning issues related to valuation and damages, and gave guidance for both sides the opportunity to give opening and close statements. See Arb. Award, ¶¶ 175, 200. The Award identifies 44 individuals who were present during this hear, see id., ¶ 200, and it permitted the parties to submit far post-hearing briefs in the months subsequently. See idaho., ¶¶ 206-12. Nothing about this procedure appears to be a crying deviation from the due-process standard required, and the Court ‘s character is not to second-guess the evidentiary findings of the Tribunal. See, e.g., Slaney v. Int’l Amateur Athletic Fed’n, 244 F.3d 580, 593 ( 7th Cir.2001 ) ( confirming arbitration award over objections that arbitral court did not properly count tell that was however heard by the court ). The Court, in total, finds no due-process trespass here.

3. Meaningful Opportunity to Correct Award

Venezuela ‘s final argument on this score is that it was deprived of a meaningful opportunity to correct the Award. This, besides, is unpersuasive. The ICSID Additional Facility Rules permit parties to request the correction of “ any clerical, arithmetical, or similar errors ” in an award rendered by a court. See extra Facility Rules, art. 56. To this end, Venezuela requested corrections, alleging “ respective significant errors of this nature in the Tribunal ‘s Award …. ” MTD at 15. It submitted a memo requesting that six specific errors in the Award be corrected, including the erroneousness it raised above regarding the application of the DCF model. See id., Attach. 1 ( Declaration of Mélida N. Hodgson ), ¶ 21. It then subsequently corrected this submission, requesting “ that the Tribunal ask the experts for both Parties to jointly run the DCF Model they had agreed upon to obtain the most accurate results using the assumption units the Tribunal had decided upon. ” MTD at 15. Both parties responded to the other ‘s request for corrections on the same day, and Venezuela then sought the opportunity to respond to Gold Reserve ‘s Reply to Venezuela ‘s request for corrections. See idaho. at 16. Venezuela does not spell out what Gold Reserve ‘s alleged raw arguments were or why they necessitated a response. In any shell, the Tribunal rejected its request, and Venezuela filed an expostulation asserting a “ gap of its due action mighty to adequately present its subject and defend itself. ” Hodgson Decl., ¶ 25. This challenge was besides denied, and the Tribunal ultimately decided that no correction of the Award was warranted. See MTD at 16. respondent insinuates that the Tribunal improperly did so by “ uncritically adopt [ ing ] much of Gold Reserve ‘s arguments against Venezuela ‘s requested corrections. ” Id. Venezuela ‘s due-process challenge here falls short because—contrary to what it alleges—it did have the opportunity to raise claims related to damages, including whether and how to implement the DCF Model in estimating fair value. Gold Reserve correctly notes that issues related to calculating the DCF Model were not only raised in post-hearing brief and in requests for corrections, but besides in the hearing itself, something Venezuela besides acknowledges in its motion to Dismiss. See Opp. at 25 ; MTD at 28 ( “ When the Tribunal raised the possibility of [ deviating from the DCF Model ] at the earshot …. ” ). The fact that the Tribunal chose not to implement Venezuela ‘s choose methodology, however, does not itself constitute a due-process irreverence, for the Tribunal was completely within its delegate powers to render the damages redress of its choose. The Tribunal provided a drawn-out, 26-page decision explaining its reasoning with regard to the parties ‘ requests for corrections. See MTD, Attach. 2, Annex 18 ( Decision Regarding the Claimant ‘s and the Respondent ‘s Requests for Corrections ( Dec. 15, 2014 ) ). Furthermore, arbitral tribunals “ love [ ] wide latitude in conducting an arbitration hearing. Arbitration proceedings are not constrained by formal rules of operation …. ” Hoteles Condado Beach, La Concha & Convention Ctr. v. Union De Tronquistas Local 901, 763 F.2d 34, 38 ( 1st Cir.1985 ). The Court is meet that Venezuela had a fair opportunity to present its font — which it lost on the merits, not as a leave of any defense of due process. C. Public-Policy Arguments Venezuela ‘s complaints do not end with its due-process allegations ; it besides asserts that confirming the Tribunal ‘s award would be contrary to the populace policy of the United States. The New York Convention Article V ( 2 ) ( bacillus ) permits a court to deny enforcement of an arbitration award if it “ would be contrary to the public policy of that country ” in which enforcement is sought. Venezuela asserts two grounds upon which it believes this to be so. The first gear, recycled from its jurisdictional challenge above, is that the Award was improperly granted to Gold Reserve when, under Article XII ( 9 ) of the BIT, it should have been granted to the “ affected enterprise ” — i.e., the Brisas Company. See MTD at 30. The irregular argument is that the Award improperly granted punitive damages in dispute of international legal rules. See id. at 30–31. The New York Convention ‘s public-policy defense to the ratification of an arbitration prize is “ construed narrowly, ” as courts recognize the given that favors continue international arbitration awards under the Convention. See Ministry of Def. & Support for the Armed Forces of the Islamic Republic of Iran v. Cubic Def. Sys., Inc., 665 F.3d 1091, 1096 ( 9th Cir.2011 ). alternatively, denial is proper only when confirmation “ would violate the forum state ‘s most basic notions of morality and justice. ” TermoRio, 487 F.3d at 938 ( citation and inner quotation marks omitted ).

1. Proper Entity for Award

It should go without saying that violations of the most basic notions of ethical motive and justice is a high bar, one that answering here falls well short-change of clearing. The Court need not rehash the facts discussed above concerning the Tribunal ‘s grant of damages to Gold Reserve Inc., alternatively of to the Brisas Company, which argument the Court rejected on release grounds. See Section III.A.3, supra. In its gesture to Dismiss, Venezuela ‘s only attempt at making an argument with moral persuasion is that the United States “ has a compelling pastime in not sanctioning, or permitting the realization or enforcement of an Award, that was plainly made in dispute of the treaty the Tribunal was obligated to apply. ” MTD at 30. In considering this issue, the Court bears in mind that U.S. precedents clearly establish that “ erroneous legal reason or embezzlement of law is broadly not a violation of populace policy within the mean of the New York Convention. ” Karaha Bodas Co., LLC v. Perusahaan Pertambangan Minyak Dan Gas Bumi Negara, 364 F.3d 274, 306 ( 5th Cir.2004 ) ; see besides Chevron Corp. v. Republic of Ecuador, 949 F.Supp.2d 57, 71 ( D.D.C.2013 ) ( holding that alleged embezzlement of law did not violate public policy within meaning of New York Convention without addressing merits of fundamental legal question ), aff ‘d sub nom. Chevron Corp. v. Ecuador, 795 F.3d 200 ( D.C.Cir.2015 ). strikingly, Venezuela did not provide an explanation as to why an award to Gold Reserve Inc., rather of to the Brisas Company, actually matters until its Reply brief. ( This, in turn, necessitated rounds of briefings on whether to grant Gold Reserve a Sur-reply and then, in go, Venezuela a Sur-surreply, an unusual remedy, to say the least. ) In its Reply, Venezuela states that “ creditors with stakes in arbitral awards include the [ Venezuelan ] tax authorities, ” and it asserts that had the Award been made to the Brisas Company, it would have been subject to a 34 % tax in Venezuela. See Reply at 6. Gold Reserve counters in its Sur-reply, however, that the recompense awarded to it was measured final of tax, since the DCF valuation was “ calculated after deducting all necessary expenses and taxes that must be paid in executing the business. ” Sur-reply at 15 ( citing Kaczmarek Expert Report ). The adept report for Venezuela acknowledges adenine much. See Sur-reply, Exh. 32 to Second Smutny Decl. ( technical Report of Dr. James C. Burrows ), ¶ 30 ( “ In a dismiss cash menstruation ( DCF ) evaluation of a project … cash flows include the deviation between cash inflows ( revenues ) and cash outflows ( costs ), including capital costs, operating costs, and taxes. ” ). As the Court can not determine that any tax obligations were “ circumvented ” by the Tribunal ‘s Award, it is satisfy that confirming the Award will not violate “ basic notions of morality and justice. ” TermoRio, 487 F.3d at 938. 2. Improper Award of Punitive Damages Venezuela ‘s second public-policy argument is that it would be improper to confirm the Award because it “ subjects Venezuela to punitive damages even though the applicable rules of international jurisprudence … forbids [ sic ] such an prize ” against a state. See MTD at 30. respondent links the BIT, which requires tribunals to follow “ applicable rules of international law, ” see BIT art. XII ( 7 ), with respective international-law documents that prohibit an award of punitive damages. See MTD at 30-31 ( quoting Draft Articles on Responsibility for States for Internationally Wrongful Acts, with Commentaries 111 ( 2001 ), available at hypertext transfer protocol : // ). And although the Foreign Sovereign Immunities Act permits damages awards against extraneous states in the enforcement of an agreement made by that state, see 28 U.S.C. § 1605 ( a ) ( 6 ), the FSIA however prohibits punitive damages awards against such a express. See id. § 1606 ( “ [ A ] extraneous country except for an representation or instrumentality thereof shall not be liable for punitive damages …. ” ). Although the Award never expressly mentions punitive damages, Venezuela believes that the Tribunal awarded them implicitly because it mentioned the condition “ equitable considerations ” and noted the “ seriousness ” of Venezuela ‘s breach of fair and equitable treatment, and the “ crying [ cape ] ” of the number and variety of such breaches. See MTD at 31 ( citing Arb. Award, ¶¶ 615, 668 ). Since the Tribunal stated that the earnestness and egregiousness of such breaches would “ be punctually taken into report when determining the total of the compensation due to Claimant …, ” Arb. Award, ¶ 668, Respondent concludes that this is equivalent to granting punitive damages to Gold Reserve. See MTD at 31. Unsurprisingly, Gold Reserve disputes this account of the nature of the damages awarded by the Tribunal. It observes that “ [ n ] oxygen mention is made in the Award of ‘ punitive damages ‘ nor is there any reference point to a desire by the Tribunal to ‘ punish ’ Venezuela. ” Opp. at 27. Petitioner contends that it was only in the context of providing reparations that would “ ‘ eliminate the consequences of the illegal dissemble and re-establish the situation which would … have existed if that act had not been committed ’ ” —a permissible basis for awarding damages against a submit under external law—that the Tribunal noted both the earnestness and egregiousness of Venezuela ‘s actions. See Opp. at 27-28 ( quoting Arb. Award, ¶ 678 ). Nor has Venezuela produced any evidence that the amount ultimately awarded included such a punitive-damages part. indeed, it is telling that even the part of the Award quoted by Venezuela speaks to the compensatory rather than punitive nature of the Tribunal ‘s award— viz., “ when determining the total of the compensation due to Claimant. ” Arb. Award, ¶ 668 ( emphasis added ). While Venezuela is correct that the Tribunal referenced “ equitable considerations ” in its Award, see id., ¶ 686, it did so expressly to disavow any percept that it might be acting in equity. alternatively, it noted that where, as in this dispute,

the assessment of damages is often a difficult exercise and it is seldom that damages … will be able to be established with scientific certainty[,] … it is accepted that tribunals retain a certain amount of discretion or “margin of appreciation” …. The use of this discretion should not be confused with acting on an ex aequo et bono [equitable] basis, even if equitable considerations are taken

into account in the exercise of such discretion.

Id. ( footnotes omitted ). As the Tribunal made clear, then, it did not act on equitable considerations, but it did retain delicacy in calculating damages, an inherently unmanageable use given the nature of the quarrel. contrary to Respondent ‘s affirmation, the Court finds that the Tribunal identified the earnestness and egregiousness of Venezuela ‘s breaches in order to assess the totality of the losses incurred by Petitioner, not for the purposes of awarding damages on the footing of equitable considerations. D. Stay of Award Having rejected Venezuela ‘s due-process and public-policy challenges to the confirmation of the Award, the Court concluding turns to the state ‘s attempt to forestall frustration : its claim that the Court should stay enforcement pending Respondent ‘s appeal before the Court of Appeal in Paris challenging the cogency of the Award. See MTD at 33. Because the parties jointly selected that french city as the seat of the arbitration, the arbitral proceedings are governed by french arbitration law and subjugate to judicial supervision by the Court of Appeal there. See MTD, Attach. 3 ( Declaration of Thomas Bevilacqua ), ¶ 6. Under the New York Convention, it is true that zone courts have delicacy to stay proceedings where “ a parallel go is ongoing in the originate nation and there is a possibility that the award will be set aside. ” Europcar Italia, S.p.A. v. Maiellano Tours, Inc., 156 F.3d 310, 317 ( 2d Cir.1998 ). Noting that “ the adjournment of enforcement proceedings impedes the goals of arbitration—the expeditious resolution of disputes and the avoidance of drawn-out and expensive litigation, ” however, the Europcar court found that “ [ a ] stay of confirmation should not be lightly granted, ” and it identified a number of factors courts should consider in evaluating a request for a stay of proceedings. See id. at 317. Although the D.C. Circuit has not expressly adopted the Europcar factors, courts in this zone have repeatedly drawn on them in determining when a stay of the enforcement of an arbitration award is appropriate. See, e.g., Chevron Corp., 949 F.Supp.2d at 71–72 ; Cont’l Transfert Technique Ltd. v. Fed. Gov’t of Nigeria, 697 F.Supp.2d 46, 59–60 ( D.D.C.2010 ) ; G.E. Transp. S.P.A. v. Republic of Albania, 693 F.Supp.2d 132, 137–38 ( D.D.C.2010 ). Given this widespread adoption, and the fact that both parties tailor their arguments to these factors, the Court will follow suit. Europcar instructs courts to look at :

(1) the general objectives of arbitration—the expeditious resolution of disputes and the avoidance of protracted and expensive litigation;

(2) the status of the foreign proceedings and the estimated time for those proceedings to be resolved;

(3) whether the award sought to be enforced will receive greater scrutiny in the foreign proceedings under a less deferential standard of review;

(4) the characteristics of the foreign proceedings including (i) whether they were brought to enforce an award (which would tend to weigh in favor of a stay) or to set the award aside (which would tend to weigh in favor of enforcement); (ii) whether they were initiated before the underlying enforcement proceeding so as to raise concerns of international comity; (iii) whether they were initiated by the party now seeking to enforce the award in federal court; and (iv) whether they were initiated under circumstances indicating an intent to hinder or delay resolution of the dispute;

(5) A balance of the possible hardships to the parties … ; and

(6) Any other circumstance that could tend to shift the balance in favor of or against adjournment ….

Id. at 317–318. notably, the Europcar court held that “ [ b-complex vitamin ] ecause the elementary goal of the Convention is to facilitate the realization and enforcement of arbitral awards, the foremost and second base factors on the list should weigh more heavily in the zone court ‘s determination. ” Id. at 318. In considering each of these factors, the Court follows this vehemence. The first agent, the general objectives of arbitration, weighs strongly in favor of confirmation. The BIT, ICSID Additional Facility Rules, and New York Convention all require immediate satisfaction of arbitral awards. See BIT, artwork. XII ( 10 ) ; see broadly Additional Facility Rules, arts. 52-53 ; New York Convention, art. III. Gold Reserve foremost filed its request for arbitration in October 2009—over six years ago—and the dispute with Venezuela involves investments made as far back as 1992. Given these delays, the finish of ensuring “ expeditious resolution of disputes ” counsels against a stay. See, e.g., G.E. Transp., 693 F.Supp.2d at 139 ( holding that delay of four years after initial poster of arbitration “ plainly weigh [ erectile dysfunction ] in privilege of confirmation rather than an adjournment ” ). The second factor—the condition of the foreign proceedings and the estimate time for their resolution—also weighs in favor of Gold Reserve. While the Paris Court of Appeal is presently considering Venezuela ‘s request to set aside the Award, that appeal is not likely to be resolved soon. Although Venezuela pled in its apparent motion to Dismiss that the opinion was “ likely to be received before the end of 2015, ” it recently notified the Court that oral arguments have now been postponed to February 2016. See Notice of Change of Schedule in Paris Court of Appeal. What it omits, and what Gold Reserve pointedly raises in its Opposition, is that this is because Venezuela sought a delay in the learn, and there is no guarantee it will not do so again. See Opp. at 35 ; id. Attach. 23 ( Declaration of Christian Dargham ), ¶¶ 34-38. As rede for Gold Reserve notes, furthermore, the opinion rendered by the Paris Court of Appeal can be far appealed to the french Supreme Court, whose ultimate resolution of the font may not come for at least another sixteen months after the appeal begins. See Dargham Decl., ¶ 39. As no final examination resolving power appears at hand, the Court finds this factor besides weighs in favor of Gold Reserve. In turning to the lesser four Europcar factors, the Court begins with the third — whether the award will receive greater examination in alien proceedings. The call here is close. On review, the Paris Court of Appeal examines the Tribunal ‘s findings on jurisdiction de novo, see Opp. at 35, a standard that subjects the Award to more exacting scrutiny than this Court ‘s more deferent examination. On the other hand, the decision may be set aside only on grounds narrower than those of Article V of the New York Convention, and Venezuela brings the same challenges before the Paris Court of Appeal that it does before this Court. See Opp. at 35-36 ; Dargham Decl., ¶¶ 9-11. Venezuela has provided no compelling reason to believe that the Paris Court of Appeal, relying on French laws governing the appeal of arbitration awards, will come to a reverse opinion, and so this agent weighs, at best, only marginally in its privilege. Though styled as a single factor, the fourth actually involves respective related but clear-cut considerations pertaining to the foreign proceeding. The first is the military capability in which it was brought. If brought to enforce the award, the Europcar court found this would tend to weigh in favor of a stay, see 156 F.3d at 318, presumably because a extraneous continue brought to enforce an prize could lead to competing enforcement orders and duplicative litigation. If it was brought to set aside the award, however, the Europcar motor hotel found this would weigh in favor of enforcement, see id. presumably because a alien continue brought to set the award apart might frivolously delay proper enforcement of the Award. A similar rationale motivates another of the fourth-factor considerations : whether the extraneous go was initiated by the party now seeking to enforce the award in federal court. See idaho. here, Venezuela initiated the appeals procedure in Paris, while Gold Reserve brought this suit, and Venezuela seeks to set aside, not enforce, the Award. Both considerations frankincense weigh in favor of the Court ‘s enforcing the award. The fourth factor besides recommends consideration of whether the foreign proceedings in France were initiated before the underlie enforcement proceeding “ so as to raise concerns of external comity. ” Id. This part seems to favor Venezuela, as the natural process there was indeed filed before Gold Reserve sought enforcement in this Court. Another consideration is whether the alien continue was “ initiated under circumstances indicating an captive to hinder or delay resolution of the dispute, ” idaho. and here the tell is more shuffle. Although the Court will not go so far as to question Venezuela ‘s intent in appealing the Award, as a practical topic, the proceedings have had the effect of delaying resoluteness of the dispute, as the appeals process has further dragged out what has already been an almost-six-year-long adjudication between the parties. As mentioned above, the Paris court recently postponed the learn on the invoke at the behest of Venezuela. In light of these respective considerations, some of which point in favor of each party, the Court finds that this factor does not rede either a stay or an enforcement of the Award. The fifth divisor addresses the proportion of possible hardships to the parties. not surprisingly, both sides argue that this tips in their favor. Venezuela ‘s basal asperity argument is that the over- $ 700-million Award will draw “ badly needed funds from the public treasury ” of the submit. See MTD at 43. such hardship, however, is at least as meaning for Gold Reserve, which the Tribunal find had been “ unjustifiably and unlawfully stripped of its investment by the venezuelan government, ” from which it has waited over eight year to recoup its losses. See Opp. at 37. In its Reply, Venezuela additionally emphasizes that it will have to spend “ significant time and resources to defend against a overplus of enforcement actions, only to have the Award subsequently set aside by the Paris Court, ” including “ further litigation actions to attempt to recover any Venezuelan state assets that Gold Reserve may succeed in attaching. ” See Reply at 23. Gold Reserve however counters that “ Venezuela ‘s accept lack of fluidity and potential inability to meet its Award debt instrument powerfully favors immediate confirmation so that Gold Reserve can begin to enforce the Award ampere soon as possible. ” Opp. at 37. Although both points carry some weight, on balance this factor seems to weigh at least as powerfully for Gold Reserve as it does for Venezuela.

The one-sixth and final examination component is a catch-all “ any early circumstances ” consideration that might shift the balance. Both parties point to holdings by early bodies as evidence of the correctness of their positions. Gold Reserve raises under this grab-bag factor the point that the Paris Court of Appeal has already rejected Venezuela ‘s application to annul the Award, see Opp. at 38, while Venezuela counters in its Reply that the Court of Appeal of Luxembourg granted a stay of a alike enforcement petition over Gold Reserve ‘s resistance. See Reply at 24. The Court believes neither consequence is of particular relevance here. As respondent notes, the lotion to annul was governed by unlike standards under french law, including a specialize hardening of considerations that do not immediately map on to the issues and legal standards at play here. See Reply at 24. Venezuela, besides, provides no explanation as to the reason behind the Luxembourg Court ‘s decision to stay the enforcement, other than that it anticipated that the appeal would “ take stead in a few months ‘ prison term …. ” Reply at 19. As discussed above, this Court does not find that fact persuasive in light of Venezuela ‘s successful feat to postpone the listen, coupled with the prospect of an extra appeal that could delay the ultimate resolution tied further. The Europcar factors are silent as to the relevance of the result of enforcement actions in other jurisdictions, and so absent a more persuasive explanation as to why that motor hotel ‘s determination should have influence here, this Court declines to give it much burden. Europcar factors one and two—the ones relied on most heavily by the that court—both favor Gold Reserve, while the totality of the early four at least marginally favors Gold Reserve equally well. Taken in concert, then, the Europcar analysis supports an immediate confirmation, and so the Court will follow that way.

IV. Conclusion

For the aforesaid reasons, the Court will grant Gold Reserve ‘s request and order confirmation of the Award. A separate Order coherent with this Opinion will be issued this day.

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