Valores Mundiales, S.L. v. Bolivarian Republic of Venezuela

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued October 5, 2023 Decided December 8, 2023

No. 23-7077

VALORES MUNDIALES, S.L., AND CONSORCIO ANDINO, S.L.,
APPELLEES

v.

BOLIVARIAN REPUBLIC OF VENEZUELA, MINISTERIO DEL
PODER POPULAR PARA RELACIONES EXTERIORES,
APPELLANT

Appeal from the United States District Court
for the District of Columbia
(No. 1:19-cv-00046)

Miguel López-Forastier argued the cause for appellees.
With him on the briefs were José E. Arvelo, Amanda Tuninetti,
and José F. Girón.

Juan O. Perla argued the cause for appellant. With him on
the brief were Joseph D. Pizzurro, Sylvi Sareva, and Rebecca
Meyer.

Before: RAO, Circuit Judge, CHILDS, Circuit Judge, and
EDWARDS, Senior Circuit Judge.
 2
Opinion for the Court filed by Senior Circuit Judge
EDWARDS.

EDWARDS, Senior Circuit Judge: The International Centre
for Settlement of Investment Disputes (“ICSID”) was
established in 1966 by a multilateral convention designed to
promote international investment. ICSID aims to fulfill the
goal of its generating convention by providing reliable dispute
resolution processes for member states and nationals of other
member states. However, ICSID is not authorized to enforce
arbitration awards issued pursuant to its procedures. Rather, the
parties to any such proceeding must rely on the courts of
member states to enforce awards issued by an Arbitral Tribunal
convened in accordance with the ICSID Convention. See
ICSID Convention, art. 54, 17 U.S.T. 1270. Thus, as a
signatory to the ICSID Convention, the United States has
agreed that an ICSID award will “be given the same full faith
and credit as if the award were a final judgment of a court of
general jurisdiction of one of the several States.” 22 U.S.C. §
1650a(a).

This case concerns a claim against Venezuela, a debtor
subject to an ICSID arbitration award. In 2013, two Spanish
companies, Valores Mundiales, S.L. and Consorcio Andino,
S.L. (together, “Valores”) commenced an arbitration under the
ICSID Convention claiming that Venezuela forcibly occupied
and decreed the expropriation of the assets of the two
companies. An ICSID Arbitral Tribunal ruled in favor of
Valores, ordering Venezuela to pay more than $430 million in
compensation, plus attorneys’ fees and costs. Venezuela then
sought to annul the Arbitral Tribunal’s award. Valores, in turn,
filed an action to enforce the award in the United States District
Court for the District of Columbia. The District Court stayed
the enforcement action pending disposition of the ICSID
annulment proceeding.
 3

After the parties’ briefs had been submitted in the
annulment proceeding, the National Assembly of Venezuela
ceased to recognize Nicolás Maduro as President and named
Juan Guaidó as Interim President. Representatives for the
Interim Government requested the ICSID Annulment
Committee to allow it to replace the lawyers representing
Venezuela in the annulment proceeding. After careful review
of the matter, the ICSID Annulment Committee concluded that
the lawyers who had been representing Venezuela should
continue through the conclusion of the annulment proceeding.
The ICSID Annulment Committee ultimately rejected
Venezuela’s request to annul the Arbitral Tribunal’s award and
granted Valores the attorneys’ fees incurred as a result of
Venezuela’s failed bid.

When the proceeding before the District Court resumed,
Venezuela opposed enforcement of the judgments issued by the
Arbitral Tribunal and the Annulment Committee. Venezuela
claimed that it had been deprived of due process because the
ICSID Annulment Committee had declined to recognize
counsel designated by the Guaidó regime. Venezuela also
argued that, because the United States had formally recognized
the Guaidó regime, the District Court should not enforce the
ICSID awards. Finally, Venezuela argued that Valores had
forfeited any claim to fees awarded by the Annulment
Committee.

The District Court found that no due process violations
occurred in the ICSID proceedings. Valores Mundiales, S.L. v.
Bolivarian Republic of Venezuela, 2023 WL 3453633, at *5-6
(D.D.C. May 15, 2023). The court concluded that, under
Section 1650a, if ICSID would treat the contested award as
binding, a federal district court must as well. Id. at *5. The
District Court explained that, “[u]nder both the ICSID
 4
Convention and the U.S. implementing legislation, a U.S. court
is not permitted to examine an ICSID award’s merits, its
compliance with international law, or the ICSID tribunal’s
jurisdiction to render the award.” Id. (internal quotation
omitted). And the District Court also made it clear that, in
enforcing the awards emanating from the ICSID proceedings,
it was “not recognizing any regime as the current official
government of Venezuela.” Id. at *7. The court thus granted
Valores’s motion for summary judgment and allowed
enforcement of fees and costs awarded by the Arbitral Tribunal
and the Annulment Committee. Id. Venezuela then appealed to
this court.

We find no merit in Venezuela’s challenges to the District
Court’s decision. As we explain below, the District Court
committed no error in construing the prescriptions of the ICSID
Convention and applying the full faith and credit requirement
of 22 U.S.C. § 1650a. We therefore affirm the summary
judgment and awards of fees and costs issued by the District
Court in favor of Valores.

I. BACKGROUND

A. ICSID Convention and Section 1650a

The ICSID Convention, opened for signature Mar. 18,
1965, 17 U.S.T. 1270, 575 U.N.T.S. 159, is a multilateral treaty
aimed at promoting private international investment. See Mobil
Cerro Negro, Ltd. v. Bolivarian Republic of Venezuela, 863
F.3d 96, 100 (2d Cir. 2017) (citing ANTONIO R. PARRA, THE
HISTORY OF ICSID 11-12, 24-26 (2012)). The goals of the
ICSID Convention are accomplished through ICSID, which is
charged with maintaining a legal framework and a reliable
process for the resolution of disputes between private investors
and governments. See id. at 100-101; see also Mar. Int’l
 5
Nominees Establishment v. Republic of Guinea, 693 F.2d 1094,
1096 (D.C. Cir. 1982) (“[ICSID’s] purpose is to provide an
international conciliation and arbitration forum.”).

ICSID is based in Washington, D.C. See ICSID Convention
art. 2. The ICSID Convention authorizes ICSID to convene
arbitration, mediation, and fact-finding panels to address
disputes between international investors and Contracting
States. See id. arts. 1(2), 7, 25(1), 28. States that have signed
the ICSID Convention and ratified it under their domestic law
qualify as “Contracting States.” See id. arts. 67, 68(1); see also
INTERNATIONAL CENTRE FOR SETTLEMENT OF INVESTMENT
DISPUTES, GUIDE TO MEMBERSHIP IN THE ICSID CONVENTION
5 (2020), https://icsid.worldbank.org/sites/default/files/
Guide_to_Membership_in_the_ICSID_Convention_2020.pdf.

Any Contracting State or national of a Contracting State
may request that ICSID institute arbitration proceedings to
resolve an investment dispute. ICSID Convention art. 36(1). A
request for arbitration is registered by ICSID unless the dispute
is manifestly outside ICSID’s jurisdiction. See id. art. 36(3). If
the parties cannot timely agree on an Arbitral Tribunal, see id.
art. 37, 38, the ICSID Chairman will appoint an Arbitral
Tribunal, see id. art. 38. The ICSID Convention contains
measures to ensure the neutrality of ICSID Arbitral Tribunals,
mandating that arbitrators appointed by the ICSID Chairman
“shall not be nationals of the Contracting State party to the
dispute or of the Contracting State whose national is a party to
the dispute.” Id. During the proceedings, parties may present
written and oral argument to the arbitration panel; they may
also be represented by counsel. INTERNATIONAL CENTRE FOR
SETTLEMENT OF INVESTMENT DISPUTES, ICSID ARBITRATION
RULES Rules 2(2), 30, 32 (2022),
https://icsid.worldbank.org/sites/default/files/Arbitration_Rule
s.pdf. After consideration of the parties’ presentations and the
 6
governing law, the Tribunal issues a written decision and
award. See ICSID Convention arts. 42(1), 48(2). The
Tribunal’s disposition of a case must address every question
submitted by the parties and must state the reasons upon which
the arbitration decision and award are based. Id. art. 48(3).

The only route for setting aside an ICSID Arbitral
Tribunal’s award is through the ICSID Convention’s
annulment process. See id. arts. 52, 53(1); CHRISTOPH H.
SCHREUER, COMMENTARY ON THE ICSID CONVENTION 1225
(3d ed. 2022) (“SCHREUER, COMMENTARY”). Either party to a
dispute may request annulment of an award. ICSID Convention
art. 52(1). Mirroring the initial arbitration process, upon receipt
of an annulment application, an ad hoc committee of three
arbitrators is appointed to preside over the annulment
proceedings. Id. art. 52(3). And, again much like the arbitration
process, the ICSID Convention requires that extensive steps be
taken to ensure the neutrality of the Annulment Committee. Id.
No member of the initial Arbitral Tribunal may be part of the
Annulment Committee. Id. Additionally, no member of the
Annulment Committee may share a nationality with any
member of the initial Arbitral Tribunal or the private investor
party to the dispute, nor may an Annulment Committee
member share the nationality of the Contracting State party to
the dispute. Id. The same rules of procedure that apply to
Arbitral Tribunals apply to Annulment Committees. Id. art.
52(4). Among the grounds the ICSID Convention recognizes
as bases for annulment is “a serious departure from a
fundamental rule of procedure.” Id. art. 52(1)(d).

The ICSID Convention does not give ICSID the power to
enforce awards. See id. art. 54; see also SCHREUER,
COMMENTARY 1475. Instead, a party seeking enforcement
must turn to the courts of a Contracting State. See ICSID
Convention art. 54. A Contracting State’s court must
 7
“recognize an award rendered pursuant to [the] Convention as
binding and enforce the pecuniary obligations imposed by that
award within its territories as if it were a final judgment of a
court in that State.” Id. art. 54(1). “[Contracting] states’ courts
are thus not permitted to examine an ICSID award’s merits, its
compliance with international law, or the ICSID tribunal’s
jurisdiction to render the award; under the Convention’s terms,
they may do no more than examine the judgment’s authenticity
and enforce the obligations imposed by the award.” Mobil, 863
F.3d at 102 (citing SCHREUER, COMMENTARY 1139-41). The
ICSID Convention also addresses enforcement by Contracting
States with federal systems, such as the United States: “A
Contracting State with a federal constitution may enforce such
an award in or through its federal courts and may provide that
such courts shall treat the award as if it were a final judgment
of the courts of a constituent state.” ICSID Convention art.
54(1).

The United States is a Contracting State. INTERNATIONAL
CENTRE FOR SETTLEMENT OF INVESTMENT DISPUTES, List of
Contracting States and Other Signatories of the Convention
5 (October 25, 2022), https://icsid.worldbank.org/sites/default/
files/ICSID%203/ICSID-3--ENG.pdf. Venezuela was a
Contracting State but denounced its membership in 2012. See
id. However, the terms of the bilateral investment treaty
between Spain and Venezuela render Venezuela subject to
ICSID’s jurisdiction for the purpose of the arbitration
proceedings at issue here. See Joint Appendix (“J.A.”) 46, 90-
92.

Congress gave effect to the United States’s obligations
under the ICSID Convention with the enactment of 22 U.S.C.
§ 1650a. See 22 U.S.C. § 1650a; see also Medellín v. Texas,
552 U.S. 491, 521 (2008). Under Section 1650a, district courts
have exclusive jurisdiction over actions seeking to enforce
 8
ICSID awards. See 22 U.S.C. § 1650a(b). Federal courts must
give ICSID awards “the same full faith and credit as if the
award were a final judgment of a court of general jurisdiction
of one of the several States.” Id. § 1650a(a); Mar. Int’l, 693
F.2d at 1103 n.14 (“ICSID arbitrations are to be enforced as
judgments of sister states.”). The full faith and credit
provision’s language mirrors that used in 28 U.S.C. § 1738,
which requires federal courts to give full faith and credit to state
court judgments. See 28 U.S.C. § 1738. It is also noteworthy
that Section 1650a excludes ICSID awards from the purview
of the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. See 22
U.S.C. § 1650a(a).

B. The Underlying Arbitration

As noted above, the facts of this case are straightforward
and largely undisputed. Valores Mundiales, S.L., and
Consorcio Andino, S.L., are Spanish shareholders of
Venezuelan companies who were subject to an expropriation
decree issued by the Venezuelan government. J.A. 46. On May
10, 2013, the pair commenced ICSID arbitration proceedings
against Venezuela for losses relating to the decree. J.A. 47.
ICSID convened an Arbitral Tribunal in accordance with
ICSID Convention procedures. As part of the proceedings, the
parties submitted multiple rounds of briefing and the Tribunal
conducted a five-day hearing, which featured expert and fact
witnesses. J.A. 49-51, 53-55. The parties also submitted post-
hearing briefs. J.A. 56. At the close of the arbitration
proceedings, the Tribunal issued a thorough decision that
addressed the issues raised by the parties. See J.A. 31-199. The
Arbitral Tribunal awarded Valores $430.4 million as
compensation for damages and lost profits and close to another
$6 million in costs. J.A. 196.
 9
After the Arbitral Tribunal issued its decision and award,
Venezuela applied to annul the award. J.A. 613, 732. An
Annulment Committee was constituted and annulment
proceedings began. See J.A. 613-14. While the annulment
proceedings were pending, Venezuela reportedly experienced
widespread civil unrest and the Venezuelan government
underwent a regime change. See Valores, 2023 WL 3453633,
at *3. The National Assembly ceased to recognize Nicolás
Maduro as President and named Juan Guaidó as Interim
President. Id. The United States recognized Guaidó as
Venezuela’s leader. Id. However, Maduro maintained control
over key institutions and several other countries continued to
recognize him as Venezuela’s legitimate leader. Id.

Meanwhile, on January 8, 2019, Valores filed a suit in the
District Court, seeking enforcement of the Tribunal’s award.
As relief, Valores requested enforcement of the ICSID award
and the pecuniary obligations contained therein,
reimbursement of its legal fees, and “such other and further
relief as the Court may deem just and proper.” J.A. 18.

On March 27, 2019, during the ICSID annulment
proceedings, the Special Attorney General for the Guaidó
government sought to intervene and replace the Maduro
government’s representative as Venezuela’s counsel in the
proceeding. J.A. 619-20. Although the parties had concluded
the written phase of the annulment proceeding and a hearing
date had been set, the Annulment Committee suspended the
matter and requested that all parties submit briefing on the issue
of Venezuela’s representation. J.A. 506. Representatives for
both the Guaidó and Maduro regimes and Valores complied
with the Annulment Committee’s request (although the Guaidó
regime’s representative did not submit a reply brief). J.A. 507.
On August 29, 2019, the Annulment Committee issued a
written opinion finding that under both international and
 10
Venezuelan law, the Guaidó government’s representative had
failed to carry his burden to prove his legitimacy to represent
Venezuela in the ICSID action. J.A. 517. The Annulment
Committee then held a two-day hearing on the merits of
Venezuela’s annulment application. J.A. 736. On December
21, 2021, the Annulment Committee issued a decision
affirming the Arbitral Tribunal’s decision and award. J.A. 712.
The Annulment Committee also granted Venezuela an
additional $2.3 million in attorneys’ fees and costs. Id.

During the prolonged annulment process, the federal
litigation also progressed, albeit in fits and starts. On October
23, 2019, the Clerk of the District Court entered a default
judgment against Venezuela. J.A. 4. On March 2, 2020,
Venezuela’s counsel entered appearances, answered the
Complaint, and sought to have the default judgment set aside.
Id. Valores moved for judgment on the pleadings or, in the
alternative, summary judgment; Venezuela cross-moved for
summary judgment. J.A. 5.

On November 17, 2020, after the parties had fully briefed
their summary judgment motions, the District Court stayed the
case, pending completion of the annulment proceeding. J.A. 6.
Following the Annulment Committee’s decision, the District
Court lifted the stay on January 24, 2022. J.A. 6-7. After a
hearing before a Magistrate Judge, the District Court granted
summary judgment for Valores. Valores Mundiales v.
Bolivarian Republic of Venezuela, 2023 WL 3453633 (D.D.C.
May 15, 2023).

First, the District Court held that a federal court’s review of
an ICSID award was limited and that Valores’s ICSID award
against Venezuela was owed full faith and credit. Id. at *5-7.
The District Court noted that the Arbitral Tribunal and the
Annulment Committee had followed all relevant ICSID
 11
procedures, that the Guaidó government was given an
opportunity to present its claim to the Annulment Committee,
and that the committee issued a “lengthy and reasoned”
decision rejecting its arguments. Id. at *6. The District Court
then rejected Venezuela’s claim that enforcement of an ICSID
award amounted to an impermissible recognition of the
Maduro regime as Venezuela’s legitimate representative. Id. at
*7.

The District Court also held that Valores was “entitled to
all fees and costs ordered by the annulment committee.” Id.
This included the additional $2.3 million in attorneys’ fees and
costs awarded by the Annulment Committee in December
2021, which Venezuela had sought to exclude. Id. The District
Court rejected Venezuela’s argument that Valores waived its
right to such relief by submitting in a Joint Status Report that
“the final decision of the ICSID Committee does not impact the
Parties’ positions before this Court.” See id. The District Court
noted that Venezuela took this sentence out of context, as
Valores’s statement referred to the merits of summary
judgment briefing, not the relief requested. See id.

Venezuela timely appealed.

II. ANALYSIS

A. Standard of Review

We review de novo the District Court’s grant of summary
judgment and denial of a cross-motion for summary judgment.
Consumer Fed’n of Am. & Pub. Citizen v. U.S. Dep’t of Health
& Hum. Servs., 83 F.3d 1497, 1501 (D.C. Cir. 1996). We will
affirm “only if there is no genuine issue as to any material fact
and the moving party is entitled to judgment as a matter of
law.” Republican Nat. Comm. v. Taylor, 299 F.3d 887, 890
 12
(D.C. Cir. 2002); see also Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 248 (1986).

The District Court also enforced the additional fees and
costs granted to Valores by the Annulment Committee. We
review for abuse of discretion the District Court’s
determination that Valores did not waive or forfeit its claim for
the additional fees and costs. Seed Co. Ltd. v. Westerman,
Hattori, Daniels & Adrian, LLP, 961 F.3d 1190, 1195 (D.C.
Cir. 2020).

B. Full Faith and Credit Review

We first consider whether the ICSID award is owed full
faith and credit. As the District Court held, both the Convention
and its implementing legislation strictly limit a federal court’s
authority to review an ICSID award. See ICSID Convention
art. 54(1); 22 U.S.C. § 1650a(a). The Convention treats
Contracting States’ courts as courts of enforcement, not review.
See ICSID Convention art. 54(1); SCHREUER, COMMENTARY
1498-99. By design, any review of the merits of an ICSID
Arbitral Tribunal’s decision occurs internally. See ICSID
Convention art. 53(1); SCHREUER, COMMENTARY 1452-54.
Searching re-examination of ICSID awards by enforcement
courts would be contrary to the Convention’s central purpose
of ensuring a neutral framework for dispute resolution. See
SCHREUER, COMMENTARY 1454 (neutrality secured through
delocalization of ICSID arbitration and independence from
judicial control). The efficacy of this framework depends on
the finality of ICSID Arbitral Tribunal decisions. See Mobil,
863 F.3d at 102 (“[T]he Convention reflects an expectation that
the courts of a member nation will treat the award as final.”).

Congress adopted implementing legislation consistent with
the Convention’s intent. Section 1650a states that “an [ICSID]
 13
award shall be enforced” and requires federal courts to give
ICSID awards “the same full faith and credit as if the award
were a final judgment” of a state court. 22 U.S.C. § 1650a. The
statute borrows the language of “full faith and credit” from
Section 1738, which governs the enforcement of state court
judgments in federal courts. See 28 U.S.C. § 1738. Section
1738 is instructive because it requires federal courts to “afford
the same full faith and credit to state court judgments that
would apply in the State’s own courts.” Kremer v. Chem.
Const. Corp., 456 U.S. 461, 463 (1982). It does not direct
federal courts to review the merits of state court judgments.

Because Section 1650a borrows the language of Section
1738, we interpret Section 1650a by reference to Section 1738.
See George v. McDonough, 142 S. Ct. 1953, 1963 (2022)
(“[W]hen Congress employs a term of art, that usage itself
suffices to adopt the cluster of ideas that were attached to each
borrowed word in the absence of indication to the contrary.”)
(quotations and alteration omitted); see also 112 CONG. REC.
13149 (1966) (“To give full faith and credit to an arbitral award
as if it were a final judgment of a court of one of the several
States means that an action would have to be brought on the
award in a United States District court just as an action would
have to be brought in a United States District court to enforce
the final judgment of a State court.”) (statement of Senator J.
William Fulbright). As with a party seeking to enforce a state
court judgment under Section 1738, a party seeking to enforce
an ICSID award must file an action in federal district court and
give notice to the judgment debtor. See Mobil, 863 F.3d at 121.
A district court tasked with enforcement must establish it has
subject matter and personal jurisdiction over the matter, id. at
112, and authenticate the award, id. at 121.

Section 1650a’s text mandates a federal court give an
ICSID award “the same full faith and credit” it would receive
 14
if the award were a “final judgment” of a state court. 22 U.S.C.
§ 1650a(a) (emphasis added). The Supreme Court has
distinguished between the full faith and credit owed to laws and
to judgments. Baker by Thomas v. Gen. Motors Corp., 522 U.S.
222, 232 (1998). “Regarding judgments . . . the full faith and
credit obligation is exacting.” Id. at 233. “A final judgment in
one State, if rendered by a court with adjudicatory authority
over the subject matter and persons governed by the judgment,
qualifies for recognition throughout the land.” Id.

Preventing relitigation of issues already decided is the
keystone of the full faith and credit obligation. “[U]ncertainty,
confusion, and delay . . . necessarily accompany relitigation of
the same issue.” Underwriters Nat. Assur. Co. v. N. Carolina
Life & Acc. & Health Ins. Guar. Ass’n, 455 U.S. 691, 704
(1982); see also id. at 704 n.9. As a result, a court may not deny
a judgment full faith and credit because “it disagrees with the
reasoning underlying the judgment or deems it to be wrong on
the merits.” V.L. v. E.L., 577 U.S. 404, 407 (2016) (per curiam).
Rather, the full faith and credit obligation owed final judgments
“precludes any inquiry into the merits of the cause of action,
the logic or consistency of the decision, or the validity of the
legal principles on which the judgment is based.” Id. (quoting
Milliken v. Meyer, 311 U.S. 457, 462 (1940)).

Full faith and credit’s bar against relitigation is unyielding.
The Supreme Court has recognized want of jurisdiction as an
exceptional instance in which a judgment may be denied full
faith and credit. Underwriters, 455 U.S. at 705; see also Baker,
522 U.S. at 233 (recognizing lack of jurisdiction as a basis to
deny full faith and credit but noting that the Supreme Court’s
“decisions support no roving ‘public policy exception’ to the
full faith and credit due judgments”) (emphasis omitted).
However, even this exception must yield to the prohibition
against relitigation. “[A] judgment is entitled to full faith and
 15
credit—even as to questions of jurisdiction—when the second
court’s inquiry discloses that those questions have been fully
and fairly litigated and finally decided in the court which
rendered the original judgment.” Durfee v. Duke, 375 U.S. 106,
111 (1963).

Section 1650a contains further signals that Congress did
not intend federal courts to re-open the merits of ICSID awards.
The statute expressly forecloses collateral attack on ICSID
awards in federal courts by excluding ICSID enforcement
actions from the purview of the Federal Arbitration Act
(“FAA”), 9 U.S.C. §§ 1 et seq. See 22 U.S.C. § 1650a(a). The
FAA allows an enforcing court to vacate an arbitral award
where the award was tainted by fraud, corruption, or
misconduct by the arbitrator. 9 U.S.C. § 10(a). By removing
ICSID awards from the FAA’s purview, Congress rejected the
possibility that the FAA’s grounds for vacatur could be applied
to an ICSID award, thus reducing the scope of judicial review
of ICSID awards below even the “extremely limited” review
available under the FAA. See Kurke v. Oscar Gruss & Son,
Inc., 454 F.3d 350, 354 (D.C. Cir. 2006); see also Mobil, 863
F.3d at 120-21.

On the record before this court, it is clear that Valores’s
ICSID awards against Venezuela are owed full faith and credit.
No party contests the jurisdiction of ICSID or the authenticity
of the awards rendered by the Arbitral Tribunal and the
Annulment Committee. See Mobil, 863 F.3d at 102. Following
the Supreme Court’s elaboration of the full faith and credit
standard, we look to whether ICSID would treat the award as
binding. See Kremer, 456 U.S. at 463. As the District Court
found, it would. See Valores, 2023 WL 3453633, at *5. Neither
the parties nor the record suggests otherwise. Based on a
straightforward application of Section 1650a, the ICSID
awards are enforceable against Venezuela.
 16

Venezuela claims we should deny full faith and credit to
Valores’s ICSID awards against it because the Guaidó
government’s representatives were denied an opportunity to be
heard. On Venezuela’s view, an analogous state court judgment
would not be owed full faith and credit for lack of procedural
due process. Venezuela’s position cannot withstand scrutiny
under the full faith and credit standard.

Because jurisdiction is satisfied and the award’s
authenticity is not up for debate, Venezuela seeks to prevent
enforcement by rehashing an issue that the Annulment
Committee considered and resolved. However, Venezuela’s
attempt cannot succeed because Section 1650a prohibits
relitigation of issues that have been fully considered, carefully
addressed, and decided on the merits in an ICSID action.
Venezuela disagrees with the committee’s decision to deny the
Guaidó government’s request to participate in the annulment
proceedings. Before this court, Venezuela essentially argues
that it was deprived of procedural due process because it
opposes the judgment issued by the Annulment Committee.
This argument is plainly flawed. Apart from its claim that new
counsel selected by the Guaidó regime should have been
allowed to intervene in the annulment proceeding, Venezuela
does not point to any additional procedure that the Annulment
Committee should have followed to address its claims. Nor
does it doubt that the Annulment Committee heard and fully
addressed all of its arguments. Rather, Venezuela simply
objects to the Annulment Committee’s disposition of the case.
The argument is meritless.

Furthermore, the Annulment Committee’s denial of the
Guaidó government’s request to participate in the annulment
proceedings is hardly a misstep that would compel this court to
deny full faith and credit to the committee’s judgment. Indeed,
 17
there can be no doubt that the Guaidó government’s
participation was “fully and fairly” argued by the parties and
“finally decided” by the Annulment Committee. See Durfee,
375 U.S. at 111.

Upon receipt of a letter from the Guaidó regime seeking to
intervene, the Annulment Committee immediately suspended
its proceedings, requested briefing from all parties, and issued
an extensive opinion outlining its reasoning for declining the
Guaidó regime’s request. J.A. 506. The Guaidó regime was
afforded a full airing and discussion of its position. The
Annulment Committee concluded that the Guaidó regime’s
representative had not carried the burden necessary to displace
Venezuela’s existing counsel which had been duly appointed
and had been prosecuting its annulment case since its inception.
J.A. 504-18; see also J.A. 516-17 ¶¶ 49, 51 (“Mr. Hernández’s
presentation is not enough to justify a change of procedural
representation in this case. . . . Therefore, the procedure must
continue with the representation of the Republic already
constituted in the file.”). Venezuela does not deny that the
Annulment Committee followed all relevant rules governing
ICSID actions. Nor could it. As the District Court observed,
throughout the annulment process, “the ad hoc committee
acted in accordance with ICSID’s procedural rules, allowed
Venezuela to be heard, and issued opinions grounding its
decisions in [Venezuelan] and international law.” Valores,
2023 WL 3453633, at *6.

Venezuela has had its opportunity to be heard. The issue of
its representation was considered and decided by the
Annulment Committee in full accordance with ICSID rules.
We will not allow Venezuela to re-open the issue in federal
court. On the record before us, it is clear that the judgments of
the ICSID Arbitral Tribunal and the Annulment Committee are
entitled to full faith and credit.
 18

C. Recognition

Venezuela next attempts to skirt the well-established limits
of full faith and credit review by suggesting that enforcement
of the ICSID awards against Venezuela would contravene the
President’s Recognition authority under Article II of the
Constitution. Venezuela argues that “the ICSID Convention
cannot be interpreted as obligating a U.S. court to issue a
decision that undermines the Executive’s exclusive power to
recognize foreign governments.” Reply Brief for Appellant 14-
15. Thus, according to Venezuela, “[t]he recognition doctrine
precludes courts from recognizing any entity or individual
purporting to act on behalf of the sovereign state other than the
government recognized by the Executive Branch.” Id. at 19.

This argument is clearly a non sequitur. Neither the ICSID
Convention nor its implementing legislation undermines the
authority of the President of the United States. And the District
Court’s decision in no way “recognizes” anyone purporting to
act on behalf of a sovereign state.

As the District Court correctly observed, enforcement of
the ICSID awards is not equivalent to recognition of the
Maduro regime. In noting that the question regarding the
legitimacy of the Maduro regime was not before the court, the
District Court stated that,

[I]f lawyers for the Maduro government had attempted
to enter notices of appearances on behalf of Venezuela
in this proceeding over the objection of the government
that the U.S. Executive recognized, the Court would
likely [have] reject[ed] those notices. But that has not
happened. In enforcing the award, the Court is not
 19
recognizing any regime as the current official
government of Venezuela.

Valores, 2023 WL 3453633, at *7.

The District Court understood that “[r]ecognition is a
‘formal acknowledgment . . . that a particular regime is the
effective government of a state.’” Zivotofsky v. Kerry, 576 U.S.
1, 11 (2015) (quoting Restatement (Third) of Foreign Relations
Law of the United States § 203 cmt. a). Recognition “is a
political rather than a judicial question,” Guaranty Tr. Co. of
New York v. United States, 304 U.S. 126, 137 (1938), and is
“often effected by an express written or oral declaration,”
Zivotofsky, 576 U.S. at 11 (internal quotation omitted). Neither
the District Court nor this court has “recognized” any
government regime in Venezuela.

Precluded by Section 1650a from examining the merits of
matters decided in an ICSID award, this court expresses no
opinion regarding the Annulment Committee’s decision. And
we certainly do not mean to say anything approaching a
“formal acknowledgment” or “express . . . declaration” that the
Maduro regime is the “effective government” of Venezuela.
Id.; see also Mobil, 863 F.3d at 102 (“Member states’ courts
are . . . not permitted to examine an ICSID award’s merits, its
compliance with international law, or the ICSID tribunal’s
jurisdiction to render the award; under the Convention’s terms,
they may do no more than examine the judgment’s authenticity
and enforce the obligations imposed by the award.”). This court
does not stray from the President’s decision to recognize Juan
Guaidó as Venezuela’s Interim President, a decision that is
“conclusive on all domestic courts.” Guaranty Trust, 304 U.S.
at 138.
 20
Nor does our enforcement of the ICSID awards imply a
denial of the President’s recognition of the Guaidó
government. Our enforcement cannot seriously be seen as an
attempt by this court to “aggrandiz[e] its power at the expense
of another branch.” Zivotofsky, 576 U.S. at 31-32 (alteration in
original) (quoting Freytag v. Commissioner, 501 U.S. 868, 878
(1991)). Nothing in our enforcement of the ICSID awards
forces the Executive to contradict his statements recognizing
the Guaidó regime. See Zivotofsky, 576 U.S. at 30. Nor is there
anything to indicate that Section 1650a was passed with a
purpose of undermining the Executive’s foreign affairs
authority. See id. at 31. Instead, our decision simply follows the
path that Congress and the Executive have jointly forged: we
apply legislation Congress passed to implement a treaty the
President signed and the Senate approved.

An ICSID Arbitral Tribunal and Annulment Committee
are not bound by United States law. Rather, they must follow
the framework set out in the ICSID Convention and the
procedures adopted by ICSID pursuant to its authority under
the ICSID Convention. The United States agreed to these rules
when it became a Contracting State under the ICSID
Convention. And, as noted above, Section 1650a prohibits
federal courts from relitigating issues that have been fully
considered, addressed, and decided in an ICSID action.

Venezuela looks to United States v. Pink, 315 U.S. 203
(1942), for support. In Pink, the Supreme Court considered a
New York court’s decision to deny effect to an agreement
between the United States and Russia concerning the
assignment of certain claims. The New York Court of Appeals
determined that the Russian decrees upon which the
assignment was based had no extraterritorial effect and that “if
the decrees were given extraterritorial effect . . . their
recognition would be unconstitutional and contrary to the
 21
public policy of the United States and the State of New York.”
Pink, 315 U.S. at 214. The Supreme Court reversed.

The Court in Pink held that “[e]nforcement of New York’s
policy . . . would collide with and subtract from the Federal
policy.” Id. at 231. Such a collision was unconstitutional
because, with respect to recognition, the President’s authority
“is not limited to a determination of the government to be
recognized. It includes the power to determine the policy which
is to govern the question of recognition.” Id. at 229. As a result,
the Supremacy Clause requires that “state law must yield when
it is inconsistent with or impairs the policy or provisions of a
treaty or of an international compact or agreement.” Id. at 230-
31.

The decision in Pink has no bearing on the issues before
this court. Enforcement of the ICSID awards does not implicate
a conflict between state and federal law. In this case, federal
policy – in the form of the ICSID treaty and its implementing
legislation – requires this court to enforce the awards without
review of the merits, pursuant to Article 54(1) of the ICSID
Convention and Section 1650a.

In our constitutional scheme, the judiciary must follow the
political branches’ lead on matters of foreign affairs. See
Chicago & S. Air Lines v. Waterman S. S. Corp., 333 U.S. 103,
111 (1948). (“[Foreign policy] decisions are wholly confided
by our Constitution to the political departments of the
government, Executive and Legislative. . . . They are decisions
of a kind for which the Judiciary has neither aptitude, facilities
nor responsibility and have long been held to belong in the
domain of political power not subject to judicial intrusion or
inquiry.”). Here, a refusal to enforce the ICSID awards against
Venezuela would require this court to ignore the treaty
obligations undertaken by the Executive and approved by the
 22
Senate and the implementing legislation passed by Congress.
Enforcement, not its opposite, is what the separation of powers
requires.

D. Fees and Costs

Finally, we find that the District Court did not abuse its
discretion in enforcing the additional fees and costs awarded
by the Annulment Committee. The District Court noted that, in
claiming that Valores had forfeited their right to the fees and
costs, Venezuela misconstrued the submissions in the parties’
January 21, 2022 Joint Status Report. See Valores, 2023 WL
3453633, at *7. We agree. The record makes clear that
Valores’s statement that “[t]he final decision of the ICSID
Committee does not impact the Parties’ positions before this
Court” concerned the merits of the summary judgment
briefing, not the relief requested. See J.A. 624. Furthermore, in
failing to raise this issue before the Magistrate Judge,
Venezuela “waive[d] its own waiver argument.” Se. Alabama
Med. Ctr. v. Sebelius, 572 F.3d 912, 920 n.7 (D.C. Cir. 2009).

In any event, the District Court squarely considered
Venezuela’s argument advocating exclusion of Valores’s
supplementary fees and costs and found it wanting. Finding no
“error of law” in the District Court’s decision, we hold that the
District Court did not abuse its discretion in enforcing the
Annulment Committee’s award of legal fees and costs to
Valores. See Oceana, Inc. v. Ross, 920 F.3d 855, 864 (D.C. Cir.
2019).

III. CONCLUSION

For the reasons set forth above, we affirm the judgment of
the District Court.