Appellate Case: 21-1196 Document: 010110795395 Date Filed: 01/10/2023 Page: 1
`FILED
`United States Court of Appeals
`Tenth Circuit
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`January 10, 2023
`
`Christopher M. Wolpert
`Clerk of Court
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`PUBLISH
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`UNITED STATES COURT OF APPEALS
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`FOR THE TENTH CIRCUIT
`_________________________________
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`No. 21-1196
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`No. 21-1324
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`COMPAÑÍA DE INVERSIONES
`MERCANTILES S.A.,
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` Petitioner - Appellee,
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`v.
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`GRUPO CEMENTOS DE CHIHUAHUA
`S.A.B. DE C.V.; GCC
`LATINOAMERICA, S.A. DE C.V.,
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` Respondents - Appellants.
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`–––––––––––––––––––––––––––––––––––
`
`COMPAÑÍA DE INVERSIONES
`MERCANTILES S.A.,
`
` Petitioner - Appellee,
`
`v.
`
`GRUPO CEMENTOS DE CHIHUAHUA
`S.A.B. DE C.V.; GCC
`LATINOAMERICA, S.A. DE C.V.,
`
` Respondents - Appellants.
`_________________________________
`
`Appeal from the United States District Court
`for the District of Colorado
`(D.C. No. 1:15-CV-02120-JLK)
`_________________________________
`
`David M. Cooper, Quinn Emanuel Urquhart & Sullivan, LLP, New York, New York
`(Alex H. Loomis, Quinn Emanuel Urquhart & Sullivan, LLP, Boston, Massachusetts;
`
`

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`Appellate Case: 21-1196 Document: 010110795395 Date Filed: 01/10/2023 Page: 2
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`Juan P. Morillo, Quinn Emanuel Urquhart & Sullivan, LLP, Washington, D. C.; David G.
`Palmer, Greenberg Traurig LLP, Denver, Colorado; and Daniel Pulecio-Boek, Greenberg
`Traurig, LLP, Washington, D. C., with him on the briefs) for Respondents – Appellants.
`
`Eliot Lauer (Gabriel Hertzberg, Juan O. Perla, Sylvi Sareva with him on the briefs)
`Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, New York for Petitioner –
`Appellee.
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`_________________________________
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`Before HOLMES, Chief Judge, MATHESON, and ROSSMAN, Circuit Judges.
`_________________________________
`
`MATHESON, Circuit Judge.
`_________________________________
`
`A Bolivian arbitration tribunal awarded $36 million in damages to Compañía
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`de Inversiones Mercantiles S.A. (“CIMSA”) against Grupo Cementos de Chihuahua
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`S.A.B. de C.V. (“GCC”). GCC fought the award in the Bolivian courts, losing before
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`a chamber of Bolivia’s highest constitutional court in 2016.1 In 2019, CIMSA
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`obtained an order from the U.S. District Court for the District of Colorado
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`confirming the award. In 2020, GCC convinced a different chamber of Bolivia’s
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`highest constitutional court to invalidate its prior decision, and a Bolivian trial judge
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`subsequently annulled the award. GCC then moved the U.S. district court to vacate
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`the confirmation order. The district court (1) denied GCC’s motion and (2) ordered
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`GCC to turn over assets located in Mexico to satisfy the award. GCC brought
`
`
`1 As we discuss below, Bolivia’s highest constitutional court is comprised of
`groups of judges, known as “chambers.” 21-1196, App., Vol. IV at 879 n.2; 21-1196,
`App., Vol. V at 1056-57, 1201 n.1.
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`2
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`Appellate Case: 21-1196 Document: 010110795395 Date Filed: 01/10/2023 Page: 3
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`separate appeals from these two rulings. Exercising jurisdiction under 28 U.S.C.
`
`§ 1291, we affirm in both appeals.
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`I. BACKGROUND
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`A. Shareholder Agreement to Arbitration – 2005-20152
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` The Parties’ Shareholder Agreement – 2005
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`In 2005, GCC, a set of related Mexican companies, sought to acquire an
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`interest in Bolivia’s largest cement company, Sociedad Boliviana de Cemento, S.A.
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`(“SOBOCE”). Compañía I, 970 F.3d at 1276-77. At that time, CIMSA, a Bolivian
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`company, was SOBOCE’s controlling shareholder. GCC offered CIMSA
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`approximately $59 million to purchase a 47 percent interest in SOBOCE.
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`Id. at 1276-77. CIMSA accepted, and on September 22, 2005, the parties entered
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`into a shareholder agreement as SOBOCE’s two principal shareholders (the
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`“Shareholder Agreement”). Id. at 1277.
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`The Shareholder Agreement allowed each party to sell its shares in SOBOCE
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`to a third party after a period of five years, so long as the selling party gave notice to
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`the other party and provided it an opportunity to purchase the shares on the same or
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`better terms within 30 days. Id.
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`2 Our opinion in Compañía de Inversiones Mercantiles, S.A. v. Grupo Cementos
`de Chihuahua S.A.B. de C.V., 970 F.3d 1269 (10th Cir. 2020), cert. denied, 141 S. Ct.
`2793 (2021) (“Compañía I”), set forth the facts underlying these cases. We draw facts
`from that opinion unless otherwise indicated.
`
`3
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`Under the Shareholder Agreement, (1) the parties would submit any disputes
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`regarding a breach to international arbitration for final resolution and (2) the rules
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`and regulations of the Inter-American Commercial Arbitration Commission
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`(“IACAC”) would govern. See 21-1196, Suppl. App. at 2. The “national chapter of
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`the [IACAC] in Bolivia” would conduct the arbitration, three arbitrators would
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`preside, and Bolivian law would apply. Id.; Compañía I, 970 F.3d at 1278, 1291.
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`The parties agreed that “[a]ny awards or orders issued by the Arbitration Court shall
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`be final and of mandatory compliance” and “expressly waive[d] all actions for
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`annulment, objection, or appeal against the award.” 21-1196, Suppl. App. at 2.
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` The Parties’ Commercial Dispute – 2009-2011
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`In 2009, GCC informed CIMSA that it intended to sell its SOBOCE shares
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`after the five-year holding period. Compañía I, 970 F.3d at 1277. Between 2009 and
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`2011, the parties attempted to reach a deal for CIMSA to purchase those shares, but
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`they failed to reach an agreement. Id.
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`In July 2011, GCC notified CIMSA that a Peruvian company had tendered a
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`firm offer to buy GCC’s SOBOCE shares. Id. CIMSA reiterated its desire to
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`purchase the shares. This time GCC said it would accept CIMSA’s proposed
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`payment terms. Id. In August 2011, GCC sent CIMSA a draft purchase
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`agreement. Id.
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`But “[r]ight before the transaction was set to close, GCC demanded an
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`increase in the number of SOBOCE shares CIMSA would place in trust, from 4% to
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`27%, allegedly to ensure CIMSA’s compliance with a longer payment schedule.” Id.
`4
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`In response, “CIMSA attempted to exercise its right of first refusal under the
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`terms . . . that had been negotiated by the parties.” Id. GCC said CIMSA’s attempt
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`to exercise that right was invalid and sold its SOBOCE shares to the Peruvian
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`company. Id.
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` Arbitration – 2011-2015
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`In November 2011, CIMSA invoked the Shareholder Agreement’s arbitration
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`clause and initiated arbitration proceedings, claiming that GCC violated the
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`Shareholder Agreement by failing to honor the right of first refusal. Id. at 1278.
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`A three-member tribunal (the “Arbitral Tribunal”) presided over the arbitration in
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`Bolivia. Id. The parties agreed to bifurcate the proceedings into a merits phase and a
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`damages phase. Id.
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`In September 2013, the Arbitral Tribunal issued a merits ruling, holding that
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`GCC breached the right of first refusal in the Shareholder Agreement (the “Merits
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`Award”). Id. In April 2015, the Arbitral Tribunal awarded CIMSA approximately
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`$34 million in damages and $2 million in fees and costs, with interest accruing at
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`6 percent annually on those amounts (the “Damages Award”). Id. at 1280.
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`B. Court Proceedings – 2015-2021
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`Post-arbitration court proceedings primarily occurred in Bolivia and the United
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`States, often simultaneously.3 GCC attempted to annul the Merits and Damages
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`3 Court proceedings also occurred in Mexico, but those are primarily relevant to
`Case No. 21-1324, so we defer our discussion of those proceedings until we turn to that
`appeal.
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`5
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`Awards in Bolivia and block their enforcement in Mexico, while CIMSA sought to
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`confirm the arbitral award in the United States. To facilitate an understanding of the
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`background facts and proceedings underlying these appeals, we first provide
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`background on Bolivian courts and legal procedures. We then summarize the
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`proceedings in Bolivia and the United States.
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` Bolivian Courts and Procedures
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`a. Bolivian courts
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`The Bolivian judiciary has multiple court levels, including trial courts and a
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`Supreme Court. Mauricio Ipiña Nagel, Update: The Bolivian Legal System, N.Y.U.
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`Hauser Glob. L. Program, GlobaLex, https://perma.cc/6FVQ-SQKA. Bolivian judges
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`for the Civil and Commercial Court are trial judges, and each judge is assigned a
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`distinguishing number—e.g., the “Twelfth Judge.” See Compañía I, 970 F.3d
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`at 1275; 21-1196, App., Vol. II at 369.
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`When a party asserts a constitutional violation, a court is randomly assigned to
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`review it and is referred to as a “Guarantee Court.” Compañía I, 970 F.3d at 1278;
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`21-1196, App., Vol. II at 370; 21-1196, App., Vol. IV at 804 n.4. The Plurinational
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`Constitutional Tribunal (the “PCT”)—independent from the other Bolivian courts—
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`reviews Guarantee Court decisions. Nagel, supra. The PCT is the highest
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`constitutional court. Id.; Compañía I, 970 F.3d at 1278. It ultimately decides
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`constitutional matters and is comprised of four distinct groups of judges, known as
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`chambers. See 21-1196, App., Vol. IV at 879 n.2; 21-1196, App., Vol. V at 1201 n.1.
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`b. Bolivian procedures
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`In Bolivia, a litigant may initiate an amparo, “an extraordinary remedy that
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`must be based on an alleged violation of rights protected by the Bolivian Constitution.”
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`Compañía I, 970 F.3d at 1278; see 21-1196, App., Vol. II at 370.4 A Bolivian court
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`is then randomly assigned to review the amparo as a Guarantee Court. 21-1196,
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`App., Vol. II at 370; 21-1196, App., Vol. IV at 804. After a Guarantee Court decides
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`an amparo, that decision is sent to the PCT for review. See Allan R. Brewer-Carías,
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`Constitutional Protection of Human Rights in Latin America 108-09, 404 (2009).
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`Under Bolivian law, a Guarantee Court’s decisions regarding amparos “shall
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`be complied with immediately.” 21-1196, App., Vol. IV at 779; see also 21-1196,
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`App., Vol. II at 374. A party can seek immediate compliance with an amparo
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`decision by filing a queja por incumplimiento (“queja”) with the Guarantee Court
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`4
`
`
`With the adoption of the [Bolivian] Constitution in 2009,
`individuals can petition an action of amparo (acción amparo
`constitucional) to vindicate their constitutional rights. The
`amparo action is one which grants protection against the
`illegal or wrongful acts or omissions of public officials, as
`well as individual or collective persons, that restrict, suppress
`or threaten with restricting or suppressing a person’s
`fundamental rights and guarantees recognized by the
`Constitution. In other words, this action can be filed against
`public and private actors that arbitrarily impair the
`constitutional rights of others. In essence, the amparo action
`allows a person the ability to activate constitutional justice in
`defense of her fundamental rights or constitutional
`guarantees, in the face of ultra vires actions.
`Jorge Farinacci-Fernós, When Social History Becomes A Constitution: The Bolivian
`Post-Liberal Experiment And The Central Role Of History And Intent In Constitutional
`Adjudication, 47 Sw. L. Rev. 137, 174 (2017) (quotations omitted).
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`that issued that decision. See 21-1196, Vol. IV at 779. A queja “is a special
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`mechanism used to compel compliance by officials with existing amparo decisions.”
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`Id. at 813-14. Bolivian law allows “Guarantee Courts and the PCT to adopt
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`necessary measures to ensure compliance with amparo decisions.” Id. at 779.
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` Bolivian Court Proceedings: GCC’s Challenges to the Merits and Damages
`Awards – 2015-2017
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`GCC sought to annul the Merits and Damages Awards in two separate
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`proceedings. This appeal mainly concerns GCC’s challenge to the Damages Award.
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`We briefly describe the Merits Award proceedings before detailing the Damages
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`Award proceedings.
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`a. Merits Award proceedings
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`After the Arbitral Tribunal decided for CIMSA on the merits, GCC filed a
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`request in a Bolivian court to annul that award. Compañía I, 970 F.3d at 1278. That
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`request was assigned to the Eighth Judge for the Civil and Commercial Court of the
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`Judicial District of La Paz (the “Eighth Judge”), a trial judge. Id. In August 2015,
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`the Eighth Judge denied GCC’s annulment request. Id. Under Bolivian law, GCC
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`could not directly appeal a denial of annulment, but it could initiate an amparo. Id.
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`GCC did so, asserting that the Eighth Judge violated its due process rights and the
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`right to a defense. Id. at 1297; 21-1196, App., Vol. II at 370, 412. “GCC’s amparo
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`was assigned to . . . a Guarantee Court, which in October 2015 granted GCC’s
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`requested relief, annulled the Eighth Judge[’s] [d]ecision, and remanded the matter to
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`the Eighth Judge for a new decision.” Compañía I, 970 F.3d at 1278 (quotations
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`8
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`omitted). In March 2016, the PCT reversed the Guarantee Court, “concluding that
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`the Eighth Judge had not violated GCC’s constitutional rights.” Id. at 1279; see id.
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`at 1297. We determined that the March 2016 PCT Order “effectively reinstated the
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`[M]erits [A]ward as a final and binding judgment.” Id. at 1298.
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`b. Damages Award proceedings
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`On July 3, 2015, GCC sought leave from the Arbitral Tribunal to file a request
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`in a Bolivian court to annul the Damages Award. Id. at 1280. The Arbitral Tribunal
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`granted GCC leave, and on September 24, 2015, GCC filed a request to annul the
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`Damages Award. See 21-1196, App., Vol. II at 383. The matter was assigned to the
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`Twelfth Civil and Commercial Court of the Judicial District of La Paz (the “Twelfth
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`Judge”).5
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`i. Annulment and subsequent proceedings
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`On October 9, 2015, the Twelfth Judge annulled the Damages Award.
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`21-1196, App., Vol. III at 512-13; App., Vol. II at 383. CIMSA then filed two
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`amparos challenging that decision.
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`First, on October 28, 2015, CIMSA filed an amparo against the Arbitral
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`Tribunal (the “First Amparo”). 21-1196, App., Vol. III at 537-38. It asked the court
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`to set aside (1) the Arbitral Tribunal’s order granting GCC leave to seek judicial
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`5 As we describe in more detail below, on September 25, 2015, CIMSA petitioned
`to confirm the Damages Award in the United States District Court for the District of
`Colorado. See Compañía I, 970 F.3d at 1280; 21-1196, App., Vol. I at 138.
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`annulment of the Damages Award and (2) the Twelfth Judge’s annulment decision.
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`Id. at 537-38.
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`In January 2016, a Guarantee Court denied the First Amparo. 21-1196,
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`App., Vol. II at 384. The court explained that it could not reach the merits of the
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`First Amparo because the Twelfth Judge annulled the Damages Award and the
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`Twelfth Judge was not included as a party to the First Amparo. 21-1196, App.,
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`Vol. IV at 717-18. The Guarantee Court thus could not invalidate the Arbitral
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`Tribunal’s grant of leave without affecting the annulment decision, which was
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`outside the scope of the First Amparo. Id. at 804. By law, the Guarantee Court’s
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`amparo decision was sent to the PCT for review. Compañía I, 970 F.3d at 1278.
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`Second, on April 8, 2016, CIMSA filed an amparo against the Twelfth Judge,
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`seeking to set aside the annulment decision (the “Second Amparo”). 21-1196,
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`App., Vol. II at 384; 21-1196, App., Vol. III at 538; 21-1196, App., Vol. IV at 772.
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`On October 21, 2016, a different Guarantee Court denied CIMSA’s Second Amparo
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`because CIMSA could not file it while the First Amparo was pending before the PCT.
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`21-1196, App., Vol. II at 384; App., Vol. IV at 806. That decision was also sent by
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`law to the PCT for review. Compañía I, 970 F.3d at 1278.
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`ii. PCT review of the Amparos
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`1) November 2016 PCT decision
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`In November 2016, the PCT affirmed the Guarantee Court’s decision rejecting
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`CIMSA’s First Amparo. 21-1196, App., Vol. II at 384; 21-1196, App., Vol. IV
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`at 805. It explained that because annulling the Arbitral Tribunal’s order granting
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`leave to GCC would lead to annulment of the Twelfth Judge’s decision, the PCT
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`could not reach CIMSA’s request because the Twelfth Judge was not included as a
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`party. 21-1196, App., Vol. IV at 718.
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`2) December 2016 PCT decision
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`In December 2016, a different chamber of the PCT decided the Second
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`Amparo (the “December 2016 PCT Judgment”). 21-1196, App., Vol. III at 516.
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`The PCT vacated the Twelfth Judge’s annulment order and directed the Twelfth
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`Judge to issue a new order consistent with the PCT’s decision. Id. at 547.
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`First, the PCT determined that it could consider the Second Amparo even
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`though CIMSA filed it while the First Amparo was pending. Id. at 538-39.
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`It explained that the two amparos were separate because they involved different
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`defendants and underlying facts and sought different relief. Id. at 538-39.
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`Specifically, the First Amparo challenged the Arbitral Tribunal’s “procedural order,”
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`which addressed a “purely . . . procedural, rather than a substantive, matter.”
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`Id. at 537-38. The Second Amparo named the Twelfth Judge as a party and
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`challenged her annulment decision. Id. at 538.
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`Second, on the merits of the Second Amparo, the PCT held that the Twelfth
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`Judge’s annulment order “was arbitrary and unreasonable, and consequently violated
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`[CIMSA’s] right to due process.” Id. at 546. The annulment order violated
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`CIMSA’s due process rights because the Twelfth Judge “got into questioning,
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`considering and revisiting the examination of the evidence . . . and arriv[ed] at a
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`different interpretation than that arrived at by the arbitrators.” Id. at 540.
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`Immediately after the December 2016 PCT Judgment, GCC sought
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`clarification from the PCT, arguing the December ruling had invalidated the PCT’s
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`November 2016 decision. 21-1196, App., Vol. IV at 808-09. In a January 2017
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`order, the PCT said “there was no potential for contradiction” between the two PCT
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`decisions because the first was procedural and did not address the merits, whereas the
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`December 2016 PCT Judgment did address the merits. Id. at 809. The PCT
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`reiterated that each amparo “involved distinct parties, subject matters, and causes of
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`action.” Id.
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`iii. Remand before the Twelfth Judge
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`In April 2017, CIMSA petitioned the Twelfth Judge to issue a new decision
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`consistent with the December 2016 PCT Judgment. Id. The next day, the Twelfth
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`Judge issued an order stating that she would do so. Id. But GCC immediately
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`initiated a collateral action before the PCT “challenging the constitutionality of
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`Bolivia’s arbitration law and its restriction on the right to appeal an arbitral award,”
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`which stayed the proceedings before the Twelfth Judge. 21-1196, App., Vol. V
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`at 1203-04. The PCT rejected GCC’s challenge, finding it “manifestly meritless,”
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`and again directed the Twelfth Judge to issue a new decision on GCC’s request for
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`annulment of the Damages Award. Id. at 1204.
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`Following that PCT order, GCC argued to the Twelfth Judge that she lacked
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`jurisdiction to enter a new decision because a different Bolivian trial judge’s
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`nullification of the Merits Award effectively nullified the Damages Award. Id. The
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`Twelfth Judge then requested clarification from the IACAC as to the status of the
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`Merits Award, but the IACAC did not respond. Id.; 21-1196, App., Vol. IV at 811.
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`GCC then asked the Twelfth Judge to certify that the Damages Award proceedings
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`were still pending and that the Damages Award was thus not binding. 21-1196, App.,
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`Vol. IV at 812. In response, the Twelfth Judge certified that the Damages Award
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`proceedings were pending but declined to certify whether the Damages Award was
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`binding. Id. No further action was taken.
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` United States Court Proceedings: Confirmation of the Damages Award –
`2015-2020
`
`In September 2015, CIMSA petitioned the United States District Court for the
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`District of Colorado to confirm the arbitration award. CIMSA relied on the New
`
`York Convention on the Recognition and Enforcement of Foreign Arbitral Awards
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`(the “New York Convention”), June 10, 1958, 21 U.S.T. 2517. Compañía I, 970 F.3d
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`at 1276, 1280. The New York Convention—implemented through the Federal
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`Arbitration Act—“is a multilateral treaty that addresses international arbitration.”
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`GE Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA, LLC,
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`140 S. Ct. 1637, 1644 (2020). Under the Convention, a party may apply for
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`“recognition and enforcement” of an arbitral award. 21 U.S.T. 2517, art. IV.
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`Although CIMSA had filed its petition to confirm the arbitral award in 2015, it was
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`unable to serve GCC until 2018 when the district court authorized alternative service
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`because GCC “supposedly could not be located at the headquarters address shown on
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`[its] website.” Compañía I, 970 F.3d at 1280.
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`In June 2018, CIMSA filed a renewed motion to confirm the Damages Award.
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`Dist. Ct. Doc. 50. “GCC responded to the confirmation motion and filed a
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`‘cross-motion’ to dismiss the petition,” arguing it was not subject to personal
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`jurisdiction. Compañía I, 970 F.3d at 1280. GCC also asserted that the district court
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`could not confirm the Damages Award because (1) Bolivian courts had nullified the
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`Merits Award and (2) annulment proceedings regarding the Damages Award were
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`ongoing in Bolivia. The Twelfth Judge had not issued a decision following the
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`December 2016 PCT Judgment. See id.
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`The district court found that it had personal jurisdiction over GCC. In March
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`2019, it confirmed the Damages Award, concluding it was binding under the New
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`York Convention (the “Confirmation Judgment”). Id. GCC appealed, arguing the
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`district court erred in exercising personal jurisdiction and in confirming the award.
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`See id. at 1276.
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`In August 2020, in Compañía I, we affirmed the district court’s rulings on
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`personal jurisdiction and confirmation of the Damages Award. Id. We said that
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`“[t]he district court properly determined that CIMSA’s injury arose out of or related to
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`GCC’s nationwide contacts” and that “exercising personal jurisdiction over GCC
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`comported with fair play and substantial justice because CIMSA established minimum
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`contacts and GCC did not make a compelling case to the contrary.” Id. We further said
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`that service of process on GCC’s United States counsel was proper. Id. In affirming the
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`district court’s confirmation of the arbitral award, we agreed with the district court that
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`Bolivian courts had not set aside the Merits Award and that the district court’s
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`confirmation of the award was appropriate under the New York Convention even if
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`GCC’s challenge to the Damages Award remained pending in Bolivia. Id.
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` Bolivian Court Proceedings: GCC’s Post-Confirmation Challenge to the
`Damages Award – 2019-2020
`
`In May 2019—approximately two months after the U.S. district court
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`confirmed the arbitral award—GCC initiated a new challenge to CIMSA’s amparos.
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`It asked the Guarantee Court that decided the First Amparo to enforce its decision
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`dismissing that amparo and also to dismiss the Second Amparo. 21-1196, App.,
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`Vol. IV at 813. The Guarantee Court denied GCC’s request, explaining that the
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`December 2016 PCT Judgment was binding and that GCC must seek any relief
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`regarding the Second Amparo from the same Guarantee Court that addressed it. Id.
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`GCC challenged that decision in that Guarantee Court through a queja, which “is a
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`special mechanism used to compel compliance by officials with existing amparo
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`decisions.” Id. at 813-14. In its queja, GCC argued that the Second Amparo was
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`invalid because CIMSA impermissibly filed it in “breach” of the First Amparo. Id.
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`at 814; 21-1196, App., Vol. V at 1207. The Guarantee Court denied the queja
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`because, as the December 2016 PCT Judgment concluded, there was no identity
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`between parties, subject matters, and causes of action between the two amparos.
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`21-1196, App., Vol. IV at 814-15.
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`15
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`

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`Appellate Case: 21-1196 Document: 010110795395 Date Filed: 01/10/2023 Page: 16
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`GCC appealed the Guarantee Court’s decision to the PCT.6 Id. at 815.
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`A different chamber of the PCT, which had not been involved in any of the prior PCT
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`decisions, reviewed the queja. Compare id. at 704, with id. at 771, and 21-1196,
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`App., Vol. III at 516. On October 29, 2020, the PCT notified the parties that it had
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`granted GCC relief and invalidated the December 2016 PCT Judgment (the “2020
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`PCT Order”). 21-1196, App., Vol. IV at 718-19, 722.7 It determined that, although
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`the two amparos involved different defendants, “the object and purpose of both
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`actions turned out to be the same” because both related to the arbitration and GCC’s
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`request for annulment. 21-1196, App., Vol. III at 720. The PCT concluded that “the
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`[Second Amparo] was [the] product of deceit induced by [CIMSA], failing to observe
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`the implicit mandate of the [First Amparo], since it generated duplicity of actions,
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`that could have led to judicial chaos.” Id. at 721. The Second Amparo thus “was not
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`brought to juridical life” and “no authority [was] bound to observe a determination
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`arising from” it. Id. The PCT ordered “strict observance of the effect caused by the
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`[First Amparo] proceeding” such that all actions after the Guarantee Court’s January
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`2016 order—which rejected the First Amparo on procedural grounds—“are annulled
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`and not subject to validation.” Id. at 722.
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`6 Unlike an amparo, which is immediately sent to the PCT for review, a party
`must appeal a queja decision to the PCT. See 21-1196, App., Vol. IV at 815.
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`7 Although the order is dated February 18, 2020, it appears that the PCT backdated
`the order. Compare App., Vol. IV at 704 (order dated February 18, 2020), with id.
`at 722-25 (indicating the order was signed on October 29, 2020); see Compañía I,
`970 F.3d at 1279 (noting another PCT order was backdated six months).
`
`16
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`Appellate Case: 21-1196 Document: 010110795395 Date Filed: 01/10/2023 Page: 17
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`In light of the PCT’s ruling, the Twelfth Judge issued an ex parte order on
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`November 5, 2020, reinstating her decision to annul the Damages Award and
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`returning the matter to the Arbitral Tribunal to issue a new damages award.
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`Id. at 729, 819. Days later, CIMSA sought reconsideration of that decision or the
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`right to appeal, but the Twelfth Judge denied both requests. Id. at 819, 821. CIMSA
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`challenged the Twelfth Judge’s dismissal of its request to appeal, which was denied.
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`Id. at 821-23.
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` United States Court Proceedings – 2020-2021
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`With the 2020 Bolivian orders in hand, GCC returned to the U.S. district court
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`and moved under Federal Rule of Civil Procedure 60(b)(5) to vacate the district
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`court’s judgment confirming the arbitral award. Id. at 658. Under Rule 60(b)(5),
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`“[o]n motion and just terms, the court may relieve a party . . . from a final judgment”
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`if that judgment “is based on an earlier judgment that has been reversed or vacated.”
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`The district court denied that motion. It “conclude[d] that application of the
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`[Bolivian] orders would offend basic standards of justice,” which outweighed
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`according comity to those orders. 21-1196, App., Vol. V at 1198, 1212, 1218. It also
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`determined that GCC’s conduct in Bolivian and U.S. courts “swayed [Rule 60(b)’s]
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`equitable considerations decidedly against it.” Id. at 1219. GCC timely appealed.
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`In September 2021, the district court ordered GCC to turn over certain assets
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`located in Mexico to the court’s registry to satisfy the judgment against it (the
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`“Turnover Order”). 21-1324, App., Vol. VII at 1808-809. GCC timely appealed.
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`* * * *
`17
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`Appellate Case: 21-1196 Document: 010110795395 Date Filed: 01/10/2023 Page: 18
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`We turn next to each appeal, providing additional background information as
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`needed. We first address GCC’s appeal of the district court’s order denying relief
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`under Rule 60(b)(5), Case No. 21-1196. We then consider GCC’s appeal of the
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`district court’s order requiring GCC to turn over certain assets, Case No. 21-1324.
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`II. CASE NO. 21-1196 – DENIAL OF RELIEF UNDER RULE 60(b)(5)
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`GCC argues that the district court erred by refusing to vacate the Confirmation
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`Judgment. It contends that the 2020 Bolivian court orders annulling the Damages
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`Award8 required vacatur. Because the district court did not abuse its discretion by
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`refusing to vacate its Confirmation Judgment, we affirm.
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`A. Standard of Review
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`We review a district court’s denial of a Rule 60(b)(5) motion for abuse of
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`discretion, “keeping in mind that Rule 60(b) relief is extraordinary and may only be
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`granted in exceptional circumstances.” Dronsejko v. Thornton, 632 F.3d 658, 664
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`(10th Cir. 2011) (quotations omitted); see 11 Charles Alan Wright & Arthur R.
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`Miller, Federal Practice and Procedure § 2863 (3d Ed. 1998) (“Wright & Miller”)
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`(“The [Rule 60(b)(5)] motion is addressed to the sound discretion of the court.”). “In
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`the Rule 60(b) context, we review the district court’s ruling only to determine if a
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`definite, clear or unmistakable error occurred below.” Jackson v. Los Lunas Cmty.
`
`
`8 These are the 2020 PCT Order granting GCC’s queja and the Twelfth Judge’s
`reinstatement of the order annulling the Damages Award. Although only the Twelfth
`Judge’s order annulled the Damages Award, the 2020 PCT Order provided the basis for
`that decision.
`
`18
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`

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`Appellate Case: 21-1196 Document: 010110795395 Date Filed: 01/10/2023 Page: 19
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`Program, 880 F.3d 1176, 1191 (10th Cir. 2018) (quotations omitted). We may
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`reverse only if there is “a complete absence of a reasonable basis” and we are
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`“certain that the decision is wrong.” Id. (quotations omitted). A district court abuses
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`its discretion only when it (1) “fails to consider the applicable legal standard,”
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`(2) relies on clearly erroneous factual findings, or (3) lacks a reasonable basis in the
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`evidence to support its ruling. Id. (quotations omitted).
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`B. Legal Background
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`This appeal concerns whether the district court abused its discretion when it
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`denied a motion to vacate its judgment confirming a foreign arbitral award under the
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`New York Convention and Rule 60(b)(5). We thus provide background on the
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`Convention, Rule 60(b)(5), and related case law.
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` New York Convention
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`As noted above, the New York Convention is a multilateral treaty on
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`international arbitration. Its principal purpose “was to encourage the recognition and
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`enforcement of commercial arbitration agreements in international contracts and to
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`unify the standards by which agreements to arbitrate are observed and arbitral awards
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`are enforced in the signatory countries.” Scherk v. Alberto-Culver Co., 417 U.S. 506,
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`520 n.15 (1974). The Supreme Court explained that, following the United States’
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`adoption of the New York Convention, the “emphatic federal policy in favor of
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`arbitral dispute resolution . . . applies with special force in the field of international
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`commerce.” Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S.
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`614, 631 (1985).
`
`19
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`

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`Appellate Case: 21-1196 Document: 010110795395 Date Filed: 01/10/2023 Page: 20
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`The New York Convention contemplates that an arbitral award may be issued
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`in one country but confirmed in another country. 21 U.S.T. 2517, arts. I, V. Courts
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`have referred to these countries as primary and secondary jurisdictions. See, e.g.,
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`Thai-Lao Lignite (Thailand) Co. v. Gov’t of Lao Peop