Williams v. Federal Government of Nigeria: Explicit Waiver of Sovereign Immunity under FSIA

Introduction

In Williams v. Federal Government of Nigeria, the United States Court of Appeals for the Second Circuit addressed whether a foreign sovereign’s contractual commitment can constitute an explicit waiver of sovereign immunity under the Foreign Sovereign Immunities Act (FSIA), 28 U.S.C. § 1604 et seq. Dr. Louis Emovbira Williams (Plaintiff‐Appellee) sought to enforce in New York a default judgment obtained in the United Kingdom against the Federal Government of Nigeria and its Attorney General (Defendants‐Appellants). Defendants removed the action to federal court and moved to dismiss for lack of subject‐matter jurisdiction, invoking sovereign immunity. The district court denied the motion, finding an explicit waiver in the “Fidelity Guarantee and Abiding Memorandum of Understanding of Assurance” (the “Fidelity Guarantee”). On appeal, the Second Circuit affirmed, clarifying the standard for explicit waiver under FSIA and rejecting application of U.K. issue preclusion.

Summary of the Judgment

The Second Circuit held that:

Explicit Waiver Under FSIA: Paragraphs 18, 20 and 21 of the Fidelity Guarantee contain clear, unambiguous language by which Nigeria and the Central Bank agreed to waive state immunities—and specifically “state immunities and the like”—in “any proceedings in any jurisdiction,” including U.S. courts.
Collateral Estoppel Inapplicable: The Court refused to give preclusive effect to a 2018 U.K. decision that addressed a different legal question (submission to U.K. jurisdiction), not the FSIA’s explicit‐waiver standard.
Result: The district court’s order denying dismissal for lack of jurisdiction was affirmed.

Analysis

1. Precedents Cited

Foreign Sovereign Immunities Act (FSIA), 28 U.S.C. § 1604–1607: Provides that foreign states are presumptively immune from U.S. jurisdiction, subject to enumerated exceptions.
§ 1605(a)(1) Waiver Exception: Immunity is waived if the foreign state “has waived its immunity either explicitly or by implication.” Explicit waiver requires “clear and unambiguous” language.
Capital Ventures Int’l v. Republic of Argentina, 552 F.3d 289 (2d Cir. 2009): Held that broad “waiver of immunity in any court” language counts as an explicit waiver under FSIA, even absent specific reference to the United States.
Arch Trading Corp. v. Republic of Ecuador, 839 F.3d 193 (2d Cir. 2016): Courts may consider materials beyond the complaint when determining FSIA jurisdiction.
Pablo Star Ltd. v. Welsh Gov., 961 F.3d 555 (2d Cir. 2020): Denial of FSIA immunity is immediately appealable under the collateral order doctrine.
Republic of Ecuador v. Chevron Corp., 638 F.3d 384 (2d Cir. 2011) & N.L.R.B. v. Thalbo Corp., 171 F.3d 102 (2d Cir. 1999): Articulated general federal issue‐preclusion requirements.

2. Legal Reasoning

The Court began with the FSIA’s default rule of immunity (§ 1604) and the waiver exception (§ 1605(a)(1)). Under Capital Ventures, a party waives immunity explicitly by using “clear and unambiguous” words indicating submission to jurisdiction “in any court.”

Examination of the Fidelity Guarantee showed:

Paragraph 21: Grants Williams the option to enforce payment “in the UK or Nigeria or any other country” and waives “state immunities” without equivocation.
Paragraph 18: Requires Nigeria and the Central Bank to refrain from raising objections that funds are state monies in “any jurisdiction.”
Paragraph 20: Deems the Federal Government to have waived immunity from execution to recover unpaid sums.

This language satisfies the “explicit waiver” standard. The Court rejected the notion that the omission of “United States” matters; under binding precedent, broad jurisdictional language suffices.

On preclusion, the U.K. court ruled solely on whether the Fidelity Guarantee constituted a “prior agreement” submitting Nigeria to U.K. jurisdiction—a distinct issue from whether the same instrument waives U.S. immunity under the FSIA. Because the issues were not identical, collateral estoppel did not apply.

3. Impact

This decision reinforces that foreign sovereigns must draft narrowly if they wish to preserve immunity. General waivers of “state immunities” in international contracts can bind a foreign state in U.S. courts. Future litigants will reference Williams to argue that broad waiver clauses under foreign instruments satisfy FSIA’s explicit‐waiver exception. On the defense side, states may adopt more cautious language or avoid broad jurisdictional commitments.

Complex Concepts Simplified

Sovereign Immunity (FSIA): A rule that prevents U.S. courts from hearing cases against foreign governments, unless Congress has provided an exception.
Explicit vs. Implicit Waiver: An explicit waiver uses clear words to surrender immunity; an implicit waiver arises from actions or context.
Collateral Estoppel (Issue Preclusion): Prevents relitigation of the same issue when it was “actually litigated and decided” in an earlier case, but only if the issue is identical and meets other fairness factors.

Conclusion

The Second Circuit’s decision in Williams v. Federal Government of Nigeria marks an important clarification: broad contractual waivers of “state immunities” in “any court or jurisdiction” qualify as an explicit waiver under § 1605(a)(1) of the FSIA. It underscores that foreign sovereigns must use precise language to retain immunity and equips litigators with a powerful basis to enforce foreign judgments in U.S. courts when clear waiver clauses exist. By also delineating the limits of collateral estoppel, the Court ensures that U.K. rulings on submission to foreign jurisdiction do not automatically govern U.S. immunity analyses.