Automatic Tolling Under New York COVID-19 Executive Orders (No Equitable Showing Required) and the Inapplicability of CPLR 205(a) After FSIA Personal-Jurisdiction Dismissals

I. Introduction

Case: Bugliotti v. The Republic of Argentina, No. 24-2950 (2d Cir. Mar. 9, 2026).
Parties: Euclides Bartolome Bugliotti and related bondholders (Plaintiffs-Appellants) versus The Republic of Argentina (Defendant-Appellee).
Setting: A long-running effort by holders of Argentine sovereign bonds to recover unpaid principal after Argentina’s 2001 moratorium and later nonpayment at maturity.

The appeal presented a layered set of issues at the intersection of (i) New York limitations law (including CPLR 205(a) and COVID-era executive orders), (ii) Foreign Sovereign Immunities Act (“FSIA”) jurisdictional doctrine, (iii) issue preclusion (collateral estoppel) after an affirmance on limited grounds, and (iv) Argentine trust and procedural law governing who may sue on bonds deposited into a trust-like structure under Argentina’s “Tax Credit Program.”

Key issues: (1) Whether claims were time-barred and whether New York COVID orders automatically tolled limitations periods; (2) whether CPLR 205(a) saved the claims after a prior dismissal tied to personal jurisdiction under FSIA; (3) whether collateral estoppel foreclosed relitigation of Argentine-law questions (including “reassembly” of bonds); and (4) whether Argentine court authorization was effective notwithstanding an arbitration clause.

II. Summary of the Opinion

The Second Circuit affirmed in part, vacated in part, and remanded. It held:

  1. CPLR 205(a) does not apply because the prior action was dismissed, at least in part, for lack of personal jurisdiction (the statutory exception).
  2. New York’s COVID-era executive orders “tolled” limitations periods automatically from March 20 to November 3, 2020 (228 days), with no equitable showing required.
  3. As a result, claims on the AR16 Bonds were timely; claims on the GD65 Bonds remained time-barred because their limitations period expired before COVID tolling began.
  4. Collateral estoppel did not bar relitigation of issues the Second Circuit did not reach in the prior affirmance (notably the “reassembly” rationale).
  5. On de novo review of foreign law, Argentine law did not require “reassembly” as a condition precedent to suing for unpaid principal in New York.
  6. Argentine Commercial Court authorization was effective and not displaced by the trust arbitration clause because the authorization proceeding was not a “dispute” (“discrepancias”) requiring arbitration where the trustee did not object.

III. Analysis

A. Precedents Cited

1. The “Bugliotti” line and what was (and was not) decided earlier

  • Bugliotti v. Republic of Argentina ("Bugliotti I"), 2019 WL 586091: district court initially dismissed on the theory that, after deposit in trust, the trustee “owned” the bonds, depriving bondholders of ability to invoke FAA jurisdiction provisions.
  • Bugliotti v. Republic of Argentina ("Bugliotti II"), 952 F.3d 410: reframed the inquiry—ownership was not dispositive; the key was whether Argentine law authorized the bondholders to sue, enabling invocation of FAA’s jurisdiction/waiver provisions.
  • Bugliotti v. Republic of Argentina ("Bugliotti III"), 2021 WL 1225971: district court dismissed again, concluding the trustee had the exclusive right to sue, no delegation existed, and (alternatively) “reassembly” was required; also noted a possible “alternative remedy” of judicial authorization.
  • Bugliotti v. Republic of Argentina ("Bugliotti IV"), 67 F.4th 102: Second Circuit affirmed on a narrow ground—no evidence of delegation from Caja to bondholders—while expressly declining to resolve the “reassembly” question (“even if we assume arguendo...”).
  • Bugliotti v. Republic of Argentina ("Bugliotti V"), 2024 WL 4349273: district court dismissed the refiled case as time-barred, rejected COVID tolling absent equitable entitlement, and applied collateral estoppel broadly.

The 2026 decision leverages this procedural history to: (i) reject broad issue preclusion when the prior appellate affirmance did not reach an alternative ground, and (ii) treat the Argentine Commercial Court’s later authorization as the missing “authority to sue” component.

2. FSIA jurisdiction, waiver, and why the earlier dismissal triggers CPLR 205(a)’s exception

  • CC/Devas (Mauritius) Limited v. Antrix Corp. Ltd., 605 U.S. 223: quoted for the proposition that FSIA is the sole basis for jurisdiction over foreign states and that FSIA personal jurisdiction requires an immunity exception plus service.
  • Cap. Ventures Int'l v. Republic of Argentina, 552 F.3d 289: cited for the waiver exception under 28 U.S.C. § 1605(a)(1).

These authorities grounded the court’s conclusion that the earlier dismissal was jurisdictional in substance: once the bondholders lacked authority (under Argentine law) to invoke the FAA’s waiver/consent clauses, the federal court lacked personal jurisdiction under FSIA.

3. CPLR 205(a) limits in sovereign-immunity contexts

  • Yonkers Contracting Co. v. Port Authority Trans-Hudson Corp., 93 N.Y.2d 375: held CPLR 205(a) unavailable where the prior dismissal reflected failure to satisfy an “integral part” of a statutory waiver of sovereign immunity.
  • Hakala v. Deutsche Bank AG, 343 F.3d 111: discussed Yonkers Contracting as reflecting the reduced “unfairness” of harsh outcomes where the defendant’s sovereign status makes waiver conditions central.

The panel used these cases to reinforce that, even if one tried to characterize the earlier defect as “curable,” CPLR 205(a)’s personal-jurisdiction exception and New York’s sovereign-immunity sensitivity cut against savings-statute relief.

4. COVID executive orders as tolls (not equitable tolling)

  • Favourite Ltd. v. Cico, 42 N.Y.3d 250; Jaime v. City of New York, 41 N.Y.3d 531: Court of Appeals repeatedly characterizes the COVID orders as “tolling.”
  • Zak v. Bronx Park Phase I Preserv., LLC, 237 A.D.3d 654; Baker v. 40 Wall St. Holdings Corp., 226 A.D.3d 637; Matter of Roach v. Cornell Univ., 207 A.D.3d 931; Harden v. Weinraub, 221 A.D.3d 1460: Appellate Departments treat the orders as tolls and reject the “only if it would have expired during the toll” theory (expressly in Baker).
  • In re Nordlicht, 115 F.4th 90: Second Circuit likewise treated the orders as tolling under New York law.
  • Bermudez Chavez v. Occidental Chem. Corp., 35 N.Y.3d 492: cited for the mechanics of a toll—suspends the running for a finite period.

These cases supported the Opinion’s central limitations holding: the COVID orders operated automatically and arithmetically, extending any still-running limitations period by 228 days.

5. Equitable tolling standards (and why they do not apply)

  • Saint-Jean v. Emigrant Mortg. Co., 129 F.4th 124: cited for the diligence/extraordinary-circumstance framework of equitable tolling—used by the district court, but rejected by the panel as the wrong lens.

6. Governor’s authority to toll under Executive Law § 29-a

  • Murphy v. Harris, 210 A.D.3d 410; Brash v. Richards, 195 A.D.3d 582: upheld the Governor’s authority under Executive Law § 29-a to toll/modify limitations periods.
  • Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50: cited for the Second Circuit’s method of predicting how the New York Court of Appeals would rule.

7. Collateral estoppel when an appellate court affirms on only one alternative ground

  • Niagara Mohawk Power Corp. v. Tonawanda Band of Seneca Indians, 94 F.3d 747; In re Peters, 642 F.3d 381: establish that only the ground actually reviewed/decided on appeal has preclusive effect.
  • Restatement (Second) of Judgments § 27 cmt. o (1982): provides the doctrinal formulation the court adopted.

8. Determining foreign law and appellate review

  • Animal Sci. Prods., Inc. v. Hebei Welcome Pharm. Co., 585 U.S. 33: emphasizes Rule 44.1 flexibility and the court’s ability to “reexamine and amplify.”
  • Branch of Citibank, N.A. v. De Nevares, 74 F.4th 8; Bugliotti II, 952 F.3d 410: foreign-law determinations are reviewed de novo.

9. Addressing a pure legal issue first raised on appeal

  • J.C. v. Reg'l Sch. Dist. 10, Bd. of Educ., 278 F.3d 119: supports discretionary appellate resolution of fully briefed, purely legal questions.

10. Other cited standards

  • United States v. EZ Lynk, SEZC, 149 F.4th 190: de novo review of dismissals.
  • Harvey v. Permanent Mission of Republic of Sierra Leone to United Nations, 97 F.4th 70: de novo review of FSIA jurisdictional conclusions.

B. Legal Reasoning

1. CPLR 205(a): why the savings statute did not apply

The panel treated the earlier dismissal (in Bugliotti III, affirmed in Bugliotti IV) as resting on a jurisdictional failure under FSIA: the bondholders could not enforce the FAA’s waiver/consent terms because Argentine law did not then authorize them to sue. That absence of authorization eliminated the only asserted path to FSIA personal jurisdiction (waiver plus proper service).

Because CPLR 205(a) explicitly excludes cases dismissed for “failure to obtain personal jurisdiction over the defendant,” the Bondholders could not use § 205(a) to revive claims. The court also rejected attempts to characterize the defect as merely “standing” or “curable,” emphasizing substance over labels and citing New York’s strict approach when sovereign-immunity waiver conditions are at stake.

2. COVID Orders: “tolling” is automatic and not equitable

The most consequential doctrinal clarification is the court’s holding that New York’s COVID executive orders created an automatic toll of time-to-commence periods—without any requirement that a litigant show pandemic-related hardship, diligence, or inability to file. The district court’s “equitable tolling” approach was therefore error.

The court also rejected Argentina’s argument that tolling only benefits claims whose deadlines would have expired during the toll window. Under ordinary toll principles (as described in Bermudez Chavez v. Occidental Chem. Corp.), a toll suspends the running of an unexpired period, extending the deadline by the length of the toll. Thus, the AR16 claim deadline moved from January 30, 2023 to September 15, 2023 (adding 228 days), making the July 28, 2023 filing timely. But GD65 claims had already expired in 2018; there was nothing left to toll.

Finally, the panel validated the Governor’s authority under Executive Law § 29-a (relying on Brash v. Richards and Murphy v. Harris), predicting the New York Court of Appeals would agree.

3. Collateral estoppel: narrow the preclusion to what the appellate court actually decided

The district court had treated “jurisdiction” as a broad, preclusive holding from Bugliotti III. The Second Circuit corrected the analytic frame: when a lower court gives multiple independent grounds, and the appellate court affirms on only one while expressly not reaching the other, only the reviewed ground may have preclusive effect. Because Bugliotti IV affirmed based on the lack of delegation/authorization, not “reassembly,” the “reassembly” rationale was not precluded and could be litigated anew.

4. Argentine law merits: no “reassembly” prerequisite; authorization effective despite arbitration clause

Exercising de novo foreign-law review under Rule 44.1 and Animal Sci. Prods., Inc. v. Hebei Welcome Pharm. Co., the court rejected Argentina’s “reassembly” theory. It found that:

  • Domec Compania de Artefactos Domésticos S.A.I.C. y F v. Republic of Argentina concerned reconstitution requirements only for participation in specific debt exchange programs, not as a general prerequisite to suing on unpaid principal under the FAA framework.
  • Bugliotti v. Republic of Argentina, 134/2012 (Arg. Sup. Ct. July 14, 2015) (and the endorsed prosecutor’s opinion) likewise addressed reassembly in the context of a new debt swap offer, not litigation to collect principal.
  • Trust Agreement language about “disassembly” to create certificates did not imply a litigation precondition requiring repayment of tax credits before suing for principal.

On the effectiveness of the Argentine Commercial Court authorization, the court held the arbitration clause did not apply because it covered “disputes” (“discrepancias”), and under the better-supported Argentine procedural view, arbitration requires an actual controversy—whereas the authorization proceeding was uncontested (Caja appeared and did not object). Accordingly, the Commercial Court could validly authorize the bondholders to proceed “instead of the trustee.”

C. Impact

1. New York limitations practice: COVID tolling is categorical, arithmetical, and non-discretionary

The Opinion cements—at least for federal courts applying New York law in the Second Circuit—that the COVID executive orders operate as a true “toll,” extending any unexpired limitations period by 228 days, without individualized proof of pandemic hardship. This will matter in any New York-law case where timeliness turns on whether a plaintiff must show equitable entitlement or whether the toll applies only to deadlines expiring during the toll window—both propositions the court rejected.

2. CPLR 205(a): a warning for plaintiffs facing FSIA jurisdictional dismissals

Plaintiffs who lose FSIA cases due to an inability to invoke a waiver/consent basis for personal jurisdiction should not assume CPLR 205(a) will save a later refiling. The court’s analysis frames such dismissals as, in substance, “failure to obtain personal jurisdiction,” triggering § 205(a)’s express carve-out.

3. Issue preclusion doctrine: alternative grounds not reached on appeal are not “banked” for future preclusion

The decision reinforces disciplined issue-identification in collateral estoppel. A broad lower-court “jurisdiction” holding is not itself the unit of preclusion when it rests on distinct alternative determinations. Litigants and courts must isolate which determinations were actually reviewed and necessary to the appellate judgment.

4. Transnational enforcement mechanics: foreign authorization may cure capacity-to-sue defects

The court’s acceptance of later-obtained Argentine judicial authorization illustrates a practical pathway in cross-border trust/custody structures: where a trustee holds enforcement powers, beneficiaries may be able to obtain court authorization to sue in the trustee’s stead—without needing to satisfy extra-textual “reassembly” conditions—provided the authorization is procedurally valid under foreign law.

IV. Complex Concepts Simplified

  • FSIA (Foreign Sovereign Immunities Act): The statute that controls when and how a foreign sovereign can be sued in U.S. courts. If no FSIA exception applies, the court lacks jurisdiction.
  • Waiver of sovereign immunity: A foreign state can consent to be sued (e.g., via a bond contract). Here, the FAA contained waiver and New York forum provisions—but only an authorized “holder” could invoke them.
  • CPLR 205(a) (“savings statute”): Allows refiling within six months after a timely case is dismissed—except, among other things, when the earlier case was dismissed for lack of personal jurisdiction.
  • Tolling vs. equitable tolling: A toll is an automatic pause that stops the limitations clock for a defined period (here, 228 days). Equitable tolling is discretionary and requires proof of diligence and extraordinary circumstances. The COVID executive orders were treated as the former, not the latter.
  • Collateral estoppel (issue preclusion): Prevents relitigation of issues actually decided and necessary to a prior final judgment. If an appellate court affirms on one ground and does not reach an alternative ground, the unreached ground generally is not preclusive.
  • Rule 44.1 (foreign law): U.S. courts may consider broad materials to determine foreign law, and appellate courts review those determinations de novo.
  • “Reassembly” in this case: The claimed requirement that bondholders must return certificates and repay the value of tax credits before suing on bonds. The Second Circuit held Argentine law did not impose that as a condition to suing for unpaid principal.

V. Conclusion

Bugliotti v. The Republic of Argentina makes three doctrinal contributions with wide relevance beyond sovereign-debt litigation:

  1. COVID executive-order tolling under New York law is automatic and does not require equitable proof; it extends unexpired limitations periods by the length of the toll.
  2. CPLR 205(a) cannot revive claims when the prior action was dismissed for lack of personal jurisdiction—an important constraint in FSIA cases where the inability to invoke waiver defeats jurisdiction.
  3. Issue preclusion is limited to what an appellate court actually decided; alternative grounds left unreviewed cannot be used to foreclose later litigation.

On the merits of Argentine law, the court further clarified that “reassembly” was not required to sue for unpaid principal and that Argentine judicial authorization can validly empower bondholders to sue in lieu of a trustee, even where an arbitration clause exists but no actual dispute is presented.