United States District Court, D. Maryland
J. MESSITTE UNITED STATES DISTRICT JUDGE.
Sakr Fakhri (“Fakhri”) has brought suit against
Marriott International Hotels, Inc. (“Marriott”),
a Maryland corporation, for tortious interference with
contractual relations in violation of Article 122 of the
Lebanese Code of Obligations and Contracts. The suit arises
out of an extended litigious relationship between parties
relating to the operation of a hotel in Beirut, Lebanon. The
hotel was owned by a company known as Jnah Development,
S.A.L. (“Jnah”), and, until July 2007, was
operated by Marriott under a Management Agreement with Jnah.
By the time Marriott terminated the Management Agreement in
2007, Jnah had brought two separate arbitration proceedings
against it at the International Chamber of Commerce
(“ICC”) in Paris, both related to
Marriott’s management of the hotel.
2009, Fakhri, a shareholder of Jnah, together with other
shareholders, entered into a contract to sell their shares,
which purportedly granted Fakhri the right to arbitrate
certain claims against Marriott on Jnah’s behalf. On
that basis, Fakhri initiated a third arbitration proceeding
against Marriott at the ICC related to Marriott’s
termination of the Management Agreement (“Jnah 3”
arbitration). Fakhri alleges, however, that before the
arbitration took place, Marriott entered into a secret,
illicit settlement agreement with Jnah’s new owners,
Shayah-owned Jnah, inducing them both to disaffirm
Fakhri’s right to arbitrate the claims and to testify
against him in the Jnah 3 arbitration proceedings.
to the initiation of the present suit for tortious
interference, the ICC tribunal in Jnah 3 issued a final
arbitral award, holding that Fakhri lacked authority to bring
the arbitration claims on behalf of Jnah. Fakhri, ostensibly
on Jnah’s behalf, appealed this decision to the French
courts, arguing, among other things, that the award had been
obtained through fraud and collusion arising out of the
secret agreement between Marriott and Shayah-owned Jnah. As
things now stand, Fakhri’s complaints of fraud have
been entirely rejected by the French courts-although it is
possible that he may yet attempt one final appeal.
this Court, Marriott has moved to dismiss Fakhri’s
claims for lack of subject matter jurisdiction pursuant to
Federal Rule of Civil Procedure 12(b)(1) on the grounds that:
(1) the ICC alone has jurisdiction to resolve claims related
to the Jnah-Marriott Management Agreement, and (2) under the
Convention on the Recognition and Enforcement of Foreign
Arbitral Awards (“New York Convention”), this
Court lacks jurisdiction to vacate, modify, or set aside the
ICC’s award, which Fakhri effectively seeks to do in
this suit by collaterally attacking the award.
part, Marriott has brought counterclaims against Fakhri for
fraud, negligent misrepresentation, and unjust enrichment,
alleging that he falsely represented that he had the right
accept payment for an earlier arbitral award on Jnah’s
behalf (“Jnah 2” award), whereas that payment
should rightfully have been made to Jnah’s new owners.
Fakhri has moved to dismiss the counterclaims pursuant to
Federal Rule of Civil Procedure 12(b)(6) on the grounds that
Marriott’s counterclaims are time-barred by the statute
of limitations and that, in any event, Marriott has failed to
state a claim.
reasons that follow, the Court will GRANT Marriott’s
Motion to Dismiss for Lack of Subject Matter Jurisdiction,
finding that this suit constitutes a collateral attack on the
Jnah 3 award. Further, the Court will DISMISS
Marriott’s counterclaims, since Marriott concedes that
jurisdiction over its counterclaims depends on the
Court’s jurisdiction over Fakhri’s claims.
and Procedural Background
initiated this suit during the pendency of his appeal of ICC
tribunal’s ruling that he did not have the right to
bring claims on behalf of his former company, Jnah, in what
was the third arbitration between Jnah and Marriott over the
hotel management contract (“Jnah 3”).
1994 to May 2009, Fakhri was an officer and shareholder of
Jnah Development S.A.L., a Lebanese company that owned a
hotel in Beirut. Am. Compl. ¶ 5, ECF No. 76. Fakhri and
other members of his family, including his father, Sakr
Fakhri, owned slightly over 86% of the share capital in Jnah.
See Def.’s Mot. Dismiss, Ex. 1, Jnah 3 Award
¶ 45, ECF No. 104-3. In 1994, Jnah and Marriott entered
into a series of agreements (the “1994 Marriott-Jnah
Agreements”) under which Marriott was to manage and
operate the hotel owned by Jnah (the Beirut Marriott). Am.
Compl. ¶ 15. The Management Agreement, one of the key
1994 Marriott-Jnah Agreements in this case, contained an
arbitration clause pursuant to which any dispute arising out
of the Management Agreement was to be resolved through
arbitration before the ICC. The First Jnah arbitration, while
not particularly relevant to the precise issue before the
Court, is worth recounting as background to the relationship
between Jnah and Marriott. That arbitration, Jnah 1, arose
over Marriott’s management of the hotel. Although
Marriott initiated Jnah 1, the ICC tribunal, on October 30,
2003, awarded Jnah $850, 000 and gave Fakhri access to the
hotel’s books of control and account. Id.
20, 2005, Jnah, through Fakhri, initiated a second
arbitration (“Jnah 2”), claiming, on the basis of
the hotel books, that Marriott had made improper deductions,
had failed to maintain the hotel as a 5-star property, and
had employed a clerk who stole some $500, 000 from the hotel.
Id. ¶¶ 37-38. Marriott counterclaimed,
alleging that Jnah had failed to provide the hotel with
sufficient working capital and had misappropriated Marriott
trademarks. Id. ¶ 39.
on July 18, 2007, while Jnah 2 was still pending, and in the
wake of another dispute between parties, Marriott ceased
management of the hotel. See Id. ¶¶ 40-43.
Fakhri alleges that, in the depressed hotel market following
the 2006 Israeli-Hezbollah war, Marriott had demanded that
Jnah provide $92, 000 in capital within ten days.
Id. When the parties could not come to an agreement
as to the capital, Marriott ended its management of the hotel
and terminated the Management Agreement. Id.
Amended Complaint before this Court states that
Marriott’s sudden withdrawal resulted in Jnah’s
inability to fulfill a condition of a loan agreement that
Jnah had with Arab Bank-which held a security interest in the
hotel-that Jnah maintain a hotel operator. This led Arab Bank
to foreclose on the hotel, forcing a fire sale of the hotel
to the detriment of Jnah’s shareholders. See
Id. ¶¶ 47-49. Sabih El Masri-who, as it
happens, is Fakhri’s uncle and also the Vice Chairman
of the Arab Bank, and who had made personal loans to
Fakhri’s father, Sakr Fakhri, the owner of the largest
amount of Jnah stock-proposed to purchase Jnah from the
shareholders, Plaintiff Ziad Sakr Fakhri included.
acquire Jnah’s shares, Masri formed an entity under
Lebanese law called Shayah Holding S.A.L.
(“Shayah”). Id. ¶ 51. Pursuant to a
signed February 5, 2009 settlement agreement with Masri
entitled “Settlement Proposal, ” Ziad Sakr
Fakhri-again, Plaintiff in the present suit-sold his shares
to Masri in return for a cash payment of U.S. $7 million and
an irrevocable power of attorney and an assignment of rights,
ostensibly giving Fakhri the right to pursue certain claims
Jnah held against Marriott. See id. ¶¶
52-57; Am. Compl., Ex. 5, February 5, 2009 Settlement
Proposal (English original), ECF No. 76-7. The Settlement
Agreement provided that Sakr Fakhri would transfer of his
shares “in consideration for the settlement of
Sakr’s personal debt.” See Settlement
Proposal at 1. The Settlement Agreement further provided that
“[i]n respect of the ICC arbitration case against
Marriott, ” if the award was favorable, Fakhri would be
“entitled to the full amount of any arbitration award
after deduction of all related fees and expenses incurred
since the initiation of the arbitration case, ” but if,
on the other hand, the award was unfavorable, Fakhri would be
“held liable for the full amount owed by the
Company[.]” Id. at 2. The Agreement also
stated in the same paragraph that Jnah would “issue an
irrevocable power of attorney to Ziad [Fakhri] authorizing
him to (i) follow up on the arbitration proceedings . . . as
well as to (ii) accept payment on behalf of the
Company” if the arbitral award was favorable.
4, 2009, the Transfer of Shares Contract was executed, with
four draft documents appended to it: (1) an Assignment of
Rights (“AOR”), (2) an Irrevocable Power of
Attorney (“POA”), (3) an Undertaking to draw up
an Irrevocable Power of Attorney, and (4) a Declaration and
Undertaking by Ziad Fakhri. See Amend Compl. ¶
54; Ex. 6, Transfer of Shares Document, ECF No. 76-8; see
also Def.’s Mot. Dismiss, Ex. 1, Jnah 3 Award
¶ 51, ECF No. 104-3. Shayah-owned Jnah’s Board of
Directors approved the AOR and POA on July 10, 2009, and
Fakhri received executed copies on October 27, 2009.
Id. ¶¶ 54, 58-59; Am. Compl., Ex. 7, Power
of Attorney Document (Arabic original and English
translation); Ex. 8, Assignment of Rights Document (Arabic
original and English translation), ECF Nos. 76-9, 76-10.
stated in relevant part that Jnah (the
ha[s] mandated to Mr. Ziad Sakr Fakhri to plead on behalf of
and defend the “Company” in all that is related
to the existing dispute with the company Marriott
International Inc. and the “Company” arising out
of the relationship that existed with the
“Company” before [May 4, 2009] including the
arbitration case that is pending between it on one side and
the company Marriott International Inc. before the
International Chamber of Commerce and before the courts of
all types . . ., this being a general power of attorney in
relation to this arbitration case[.]
Def.’s Mot. Dismiss, Ex. 1, Jnah 3 Award ¶ 66, ECF
No. 104-3 (quoting English translation from Arabic); see
also Am. Compl., Ex. 7, Power of Attorney (Arabic
original and English translation), ECF No.
76-9. The AOR stated in relevant part that Jnah
. . . assigns to the benefit of Mr. Ziad Sakr Fakhri all that
is related to the existing dispute with the company Marriott
International Inc. and the “Company” arising out
of the relationship that existed with the
“Company” before 5/4/2009 including the
arbitration case brought by it against the company Marriott
International Inc. Before the International Chamber of
Commerce the proceedings of which are taking place in France
- Paris and all the rights and amounts claimed in this case
so that any amount or indemnity award to the
“Company” would go to Mr. Ziad Fakhri whatever
its value and the “Company” undertakes to settle
such amount to Mr. Ziad Fakhri after deducting the amounts
that the “Company” has incurred . . .from
expenses and lawyers’ fees[.]
Def.’s Mot. Dismiss, Ex. 1, Jnah 3 Award ¶ 66, ECF
No. 104-3 (quoting English translation from Arabic);
see Am. Compl. ¶¶ 54-55; Ex. 8, Assignment
of Rights (Arabic original and English translation), ECF No.
4, 2009, before the Shayah-owned Jnah Board of Directors
approved the POA and AOR to Fakhri, the ICC tribunal issued a
Final Award in Jnah 2, which awarded Jnah U.S. $7, 186,
166.27 in damages against Marriott, plus interest and costs.
Am. Compl. ¶ 60; Am. Compl., Ex. 1, Jnah 2 Final Award,
ECF No. 76-1. According to the Amended Complaint in the
present suit, Jnah 2 did not resolve claims arising out of
Marriott’s termination of the Management Agreement in
July 2007. In the award, the Jnah 2 tribunal stated that,
“. . . Jnah is entitled to present claims and/or
defenses in future proceedings relating to Marriott’s
closure of the Hotel and withdrawal from Lebanon.” Am.
Compl. ¶ 64; Ex. 1, Jnah 2 Final Award ¶¶ 203-
05, ECF No. 76-1. Marriott appealed the Jnah 2 award to the
Cour d’Appel in Paris, which found in favor of Jnah in
the amount of an additional €80, 000.
October 4, 2010, Marriott paid Fakhri U.S. $10, 876, 922.80
in satisfaction of the Jnah 2 award. See Am. Compl.
¶ 73; Countercl. ¶ 11, ECF No. 83. However, in
Marriott’s counterclaim in the case at bar, it alleges
that Fakhri falsely represented that he had “entered
into agreement with Jnah under which he was authorized to
receive payment of the entire amount of the Jnah 2 award on
behalf of Jnah.” Countercl. ¶¶ 7-8.
in his Amended Complaint, appears to have anticipated this
allegation, stating that Marriott “advised from the
outset of settlement communications in January 2010 that it
had independently investigated Fakhri’s
authority.” Am. Compl. ¶ 70. Further, says Fakhri,
“[o]n information and belief, Marriott’s internal
accounting procedures required proper documentation of
Fakhri’s authority before Marriott could transfer $10.9
million to satisfy the Jnah 2 Award, which was entered in
favor of a Lebanese company, Jnah, to the personal bank
account of [a] former shareholder of the company.”
Id. ¶ 69.
indicated, although the ICC tribunal in Jnah 2 ruled in
Jnah’s favor and awarded it $7.18 million plus interest
and costs, it did not rule on the effect of Marriott’s
decision to terminate the Management Agreement and cease
operating the Hotel as of July 18, 2007. Accordingly, on June
14, 2010, prior to Marriott’s payment of the award in
Jnah 2, Fakhri initiated the Jnah 3 arbitration before the
ICC in Paris, seeking “damages caused by
Marriott’s wrongful, premature termination of the
Management Agreement and other related contracts between the
parties.” Def.’s Mot. Dismiss, Ex. 5, Jnah 3
Request for Arbitration (“RFA”) at 1, ECF No.
104-7; see Am. Compl. ¶ 74. The Request for
Arbitration in Jnah 3 stated that Fakhri had authority to
bring the arbitration pursuant to his POA. See Jnah
3 RFA at 1. According to Fakhri’s Amended Complaint in
this Court, however, Fakhri states that Jnah 3 was brought by
Jnah, “through Fakhri pursuant to his assignment and
power of attorney[.]” Am. Compl. ¶ 74.
on in his Amended Complaint, Fakhri alleges that, in February
and March 2011, he and Marriott’s Senior Vice
President, Kevin Mantano, engaged in settlement discussions
relative to the Jnah 3 claims. Am. Compl. ¶¶ 78-79.
At one point during these settlement discussions, held in
London over four days beginning on March 4, 2011, Mantano
purportedly wrote on a napkin “10 now, ” which,
according to Fakhri, meant an immediate cash payment to him
of U.S. $10 million, and additional payments totaling U.S. $9
million to him thereafter, as well as an agreement to enter
into a new hotel management arrangement. Id. No
formal final settlement was drafted or otherwise reached at
that time, however.
Agreement between Jnah and Marriott
thereafter, on March 9, 2011, Mrs. Randa Abousleiman, counsel
to Shayah-owned Jnah, wrote to Fakhri’s counsel,
asserting that the Settlement Agreement between Fakhri and
Shayah-owned Jnah had not assigned all of Jnah’s claims
against Marriott to Fakhri, nor had it provided a general
power of attorney to Fakhri to pursue such claims.
See Def.’s Mot. Dismiss, Ex. 1, Jnah 3 Award
¶ 59, ECF No. 104-3. Abousleiman thus demanded that
Fakhri transfer the entire amount of the Jnah 2 award, about
$10.9 million, to Shayah-owned Jnah’s account. Am.
Compl. ¶¶ 80-83. Fakhri says, however, that
Abousleiman knew full well he was entitled to the entire
amount, having recommended the assignment of rights to
Shayah-owned Jnah’s board, and that, in making a demand
on Fakhri, Shayah-owned Jnah was only seeking to stake a
claim to the funds after finding out their true worth.
March 18, 2011, Abousleiman contacted Marriott’s
counsel and inquired as to the payment of the Jnah 2 award.
See Am. Compl. ¶ 85; Def./Cntr-Pl.’s
Resp. Opp’n Mot. Dismiss at 10, ECF No. 145;
Def.’s Reply Mot. Summ. J., Ex. 1, De Gramont Decl.
¶¶ 6-7, ECF No. 65-1 (averring that Abousleiman
sent Marriott’s French counsel an email on March 18,
2011, which stated “that Jnah had just learned that the
Jnah 2 arbitration award had been confirmed . . . and
inquired as to when could expect to receive payment.”).
When Marriott’s counsel informed Abousleiman that it
had already paid the Jnah 2 award to Fakhri personally,
Abousleiman responded that Fakhri did not have the authority
to collect funds on Jnah’s behalf. Am. Compl. ¶
85; see Def./Cntr-Pl.’s Resp. Opp’n Mot.
Dismiss at 10, ECF No. 145. Abousleiman further told Marriott
that Shayah-owned Jnah had not been aware that Fakhri had
commenced the Jnah 3 proceeding and that he was not
authorized to bring the Jnah 3 proceeding. See De
Gramont Decl. ¶ 7, ECF No. 65-1; Def.’s Mot.
Dismiss, Ex. 1, Jnah 3 Award ¶ 60.
of engaging in further settlement discussion with Fakhri as
to the Jnah 3 claims, Marriott proposed its own settlement
with Shayah-owned Jnah. Am. Compl. ¶¶ 86-87. Thus,
on April 6, 2011, Marriott entered into a Settlement
Agreement with Shayah-owned Jnah that purported to resolve
all claims between Marriott and Jnah. Def.’s Mot.
Dismiss at 5, ECF No. 104-1; Am. Compl., Ex. 2, Jnah-Marriott
Agreement at 10-11, ECF No. 76-3.
the terms of the Settlement Agreement between Marriott and
Shayah-owned Jnah, Marriott agreed to pay Shayah-owned Jnah
$800, 000 in return for “any and all assistance
reasonably requested by Marriott to demonstrate to the
Tribunal in Jnah III that Mr. Fakhri was not entitled,
authorized or otherwise empowered to commence Jnah III . . .
and that Jnah, through its legal and rightful
representatives, seeks to dismiss Jnah III . . . .” Am.
Compl., Ex. 2, Jnah-Marriott Agreement at 5, ECF No. 76-3;
see Am. Compl. ¶¶ 91-92. This assistance
would specifically include “a letter from Mr. George
Aouad, the Chairman/General Manager of Jnah, confirming that
Mr. Fakhri was not authorized, entitled, or otherwise
empowered to commence Jnah III” as well as witness
testimony from Jnah’s legal counsel and director,
Abousleiman, “with respect to the scope and effect of
the Power of Attorney and Assignment of arbitration
Rights.” Am. Compl. ¶ 90; Jnah-Marriott Agreement
at 5-6. Marriott agreed to pay Shayah-owned Jnah up to an
additional U.S. $2.4 million if the Jnah 3 arbitration was
dismissed by the ICC panel. See Am. Compl. ¶
91; Jnah-Marriott Agreement at 9. The terms of the Settlement
Agreement released all of Jnah’s claims against
Marriott except “those Claims that were properly
assigned to Mr. Fakhri to assert in Jnah II, which
… [were] fully adjudicated and resolved by the
Tribunal in Jnah II[.]” Jnah-Marriott
Agreement at 10-11. To the extent that Shayah-owned Jnah had
any claim against Marriott for wrongful payment of the Jnah 2
award to Fakhri, it is Marriott’s position before this
Court that the Agreement discharged Marriott from any
liability for that claim, as well as from all claims related
to the termination of the Hotel Management
Agreements-presumably pursuant to the general release
provision. See id.; Countercl. ¶ 12.
alleges that, through all this, Marriott was trying to
capitalize on “an opportunity to turn the family
dispute” between Fakhri and his uncle, who controlled
Shayah-owed Jnah, to its advantage and to obtain a release of
Jnah’s claims against it for a fraction of its
settlement offer to Fakhri. Id. ¶¶ 86-88,
96. According to Fakhri, Marriott knew quite well at the time
that Abousleiman’s representations were false and that
Fakhri in fact had POA and AOR to collect funds on
Jnah’s behalf and pursue the claims in Jnah 3.
counters that Fakhri misrepresented his rights both under the
POA and AOR, and that it settled with Shayah-owned Jnah only
after learning that Fakhri did not, in fact, have the right
to pursue those claims individually under his Settlement
Agreement with Shayah-owned Jnah. Def.’s Mot. Dismiss
at 4, ECF No. 104; see Ex. 1, Jnah 3 Award
¶¶ 19, 60-63; see also Def.’s Reply
Mot. Summ. J., Ex. 1, De Gramont Decl. ¶¶ 6-7, ECF
April 12, 2011, following the execution of its Settlement
Agreement with Shayah-owned Jnah, Marriott requested that the
Jnah 3 panel bifurcate the jurisdictional and merits portions
of the arbitration on the grounds that it wished to prove
that Fakhri lacked the authority to represent Jnah.
See Amend Compl. ¶ 98. On April 13, 2011,
George Aouad, Chairman of Shayah-owned Jnah, sent a letter to
the Secretary General of the ICC that asserted Jnah did not
commence the Jnah 3 proceedings and that Jnah did not
“submit to the jurisdiction of the ICC in any
respect.” Def.’s Mot. Dismiss, Ex. 1, Jnah 3
Award ¶ 19. On May 17, 2011, the arbitral panel agreed
to bifurcate the case.
to the September 2011 hearing set to decide the
jurisdictional portion of the arbitration, Marriott’s
counsel and Shayah-owned Jnah’s counsel agreed that
they would be willing to produce the Jnah-Marriott Settlement
Agreement in redacted form subject to a confidentiality
agreement. See Jnah 3 Award ¶ 29. However,
Fakhri and Marriott were unable to reach an agreement as to
confidentiality or whether Fakhri had the right to disclose
the Jnah-Marriott Settlement Agreement in other proceedings.
Id. ¶¶ 29-33.
September 26, 2011, the hearing as to the arbitral
panel’s jurisdiction was held. Am. Compl. ¶ 104.
At the hearing, Marriott called Abousleiman, Shayah-owned
Jnah’s legal counsel and director, to testify that the
Settlement Agreement did not give Fakhri the right to bring
the Jnah 3 arbitration on Jnah’s behalf. Id.;
Jnah 3 Award ¶ 34. Aouad, Jnah’s Chairman,
provided a written witness statement on Marriott’s
behalf but was not called to testify. Jnah 3 Award ¶ 34.
Both Marriott and Fakhri also called expert witnesses to
provide evidence as to the proper interpretation of both the
POA and AOR, which were written in Arabic. See Id.
¶¶ 34, 118-19, 145-46.
Final Award issued on February 3, 2012, the ICC panel
dismissed the Jnah 3 arbitration for lack of jurisdiction,
concluding that Fakhri was not entitled to bring the
proceeding. Am. Compl. ¶ 105. The panel considered
evidence regarding the interpretation of the POA, including
relevant language of the AOR, and reasoned that the phrase
“existing dispute” in both the POA and AOR
referred only to the claims in Jnah 2 rather than in Jnah 3.
Jnah 3 Award ¶¶ 64, 97, 145-46, 154, 159. The panel
also reasoned that the phrase in the POA, “in relation
to this arbitration case, ” was limiting, since the
only arbitration pending at the time the language was
negotiated was Jnah 2. Id. ¶¶ 115-20.
Annulment Proceedings - Appeal of Jnah 3 Award
appealed the ICC’s Jnah 3 Final Award to the Cour
d’Appel of Paris. In an initial decision issued on
January 24, 2013, the Magistrate in Charge of Pretrial ruled
that Fakhri could pursue the appeal under his POA but not
under the AOR, since Fakhri had not brought the arbitration
proceeding in his personal capacity. See Pl.’s
Resp. Opp’n Mot. Stay, Ex. 1 to Teynier Decl., Cour
d’Appel of Paris, Interlocutory Order Before
Magistrate, Jan. 24, 2013, R.G. No. 12/07231, ECF No. 86-1.
On June 4, 2013, the Court d’Appel upheld the decision
of the Magistrate that Fakhri could proceed only pursuant to
the POA. See Pl.’s Resp. Opp’n Mot.
Stay, Ex. 3 to Teynier Decl., Cour d’Appel of Paris
Judgment, June 4, 2013, R.G. No. 12/07231, ECF No. 86-1.
December 17, 2013, the Cour d’Appel issued a judgment
annulling the ICC’s Jnah 3 Final Award, concluding that
the Settlement Agreement between Fakhri and Shayah-owned Jnah
did, in fact, give Fakhri the right to pursue Jnah 3,
stating: “[the] Power of Attorney, contrary to what was
decided by the arbitral tribunal, empowered under the
generality of its terms, its beneficiary to act on behalf of
Jnah when the origin of the action, as in the present case,
is in the contractual relationships that began with Marriott
before May 4, 2009.” Am. Compl. ¶ 112, Ex. 4, Cour
d’Appel of Paris Decision, Dec. 17, 2013, R.G. No.
12/07231 at 6 (English translation), ECF No. 76-5.
appealed the decision of the Cour d’Appel to the
highest French court, the Cour de Cassation, and, on March
18, 2015, the Cour de Cassation affirmed the Cour
d’Appel’s judgment of June 4, 2013, but quashed
the judgment of December 17, 2013. Am. Compl. ¶ 115;
see Cour de Cassation Decision, civ. 1, Mar. 18,
2015, at 3 (English translation), ECF No. 60-2. The Cour de
Cassation held that whether Fakhri was entitled to bring the
Jnah 3 arbitration was a question of admissibility (i.e.
standing) rather than jurisdiction: “the arbitral
tribunal, having interpreted the power of attorney . . . had
ruled on a question relating to the admissibility of the
request for arbitration . . . and not on the extent of its
jurisdiction.” Cour de Cassation Decision at 3, 11
(citing Civil Code, art. 1520). As the Amended Complaint in
this Court explains, “the legal question presented was
a question of admissibility, which was for the arbitrators to
decide, as opposed to a question of jurisdiction, where the
Cour d’Appel could correct the arbitrators’
erroneous reading of the contract.” Am. Compl. ...