In Global Voice Group SA v. Republic of Guinea,1Glob. Voice Grp. SA v. Republic of Guinea, 2025 U.S. Dist. LEXIS 28564 (D.D.C. Feb. 18, 2025).X1 the United States District Court for the District of Columbia refused jurisdiction over the State of Guinea under the Foreign Sovereign Immunities Act (FSIA)2Foreign Sovereign Immunities Act, 28 U.S.C. §§ 1602-11 [hereinafter FSIA].X2 partly because it found no arbitration agreement with the State, which did not sign the contract at issue as a party.3Glob. Voice, 2025 U.S. Dist. LEXIS 28564, at *35-42.X3 Generally, foreign states are immune from suit in the United States under the FSIA.4FSIA § 1604.X4 Among the exceptions is an action against a foreign state to confirm an award covered by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“New York Convention”)5United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 21 U.S.T. 2517, T.I.A.S. No. 6997, 330 U.N.T.S. 3 [hereinafter New York Convention], as implemented by Federal Arbitration Act, 9 U.S.C.S §§ 201-08.X5 when there was a valid arbitration agreement between the state and a private party.6FSIA § 1605(a)(6).X6

Global Voice came after an International Chamber of Commerce (ICC) tribunal seated in Paris bound Guinea to arbitrate because the State was directly benefited under the contract with an arbitration clause, and the State directly participated in the execution, performance, and termination of the contract, as a matter of French law.7Glob. Voice Grp. SA v. Postal & Telecomms. Regul. Auth. of Guinea, ICC Case No. 22467/DDA, Final Award, ¶¶ 145-53 (July 18, 2019).X7 And the award had been confirmed by the Cour d’appel de Paris, which held that the circumstances showed that the parties implicitly consented for Guinea to be bound based on the French direct beneficiary theory.8Cour d’appel [CA] [regional court of appeal] Paris, 16e ch., Sept. 7, 2021, 19/17531, ¶¶ 40-54 (Guinea v. Glob. Voice), affirmed by Cour de cassation [Cass.] [supreme court for judicial matters] 1e civ., June 19, 2024, 22-20.121.X8

Before the D.C. District Court, Global Voice Group ("GVG") argued deference to the arbitral tribunal on the validity of the arbitration agreement. It also argued that Guinea was bound to arbitrate because a Guinean minister had signed the contract, and by relying on the findings of the ICC tribunal and Paris court that the State was a direct beneficiary and was directly involved in the life of the contract. But the court refused jurisdiction under the FSIA arbitration exception because independent review applied to the validity issue; the signature alone was insufficient to show consent to arbitration; and the earlier tribunals relied on French law, which GVG did not prove applied in the federal action.9Glob. Voice, 2025 U.S. Dist. LEXIS 28564, at *35.X9

Although the D.C. District Court resolved whether to defer to the arbitral tribunal, it never decided what law applied to the validity issue or whether any applicable theory bound the nonsignatory.10Cf. TIG Ins. Co. v. Republic of Argentina, 110 F.4th 221, 235 (D.C. Cir. 2024) (FSIA) (directing lower court to “first consider what source of law governs the question of enforcement of the arbitration provision” and “then determine whether, under that law, Argentina is subject to the arbitration provision”).X10 Accordingly, section II of this note explains the decisions in Global Voice, and section III argues that a choice-of-law analysis likely would have applied federal law to the arbitration agreement in the federal action and that the circumstances supported binding the nonsignatory under the U.S. theory of direct benefits estoppel.

GVG executed a partnership agreement with the Postal & Telecommunications Regulatory Authority of Guinea (“PTRA”) for telecommunications services for the State of Guinea.1Glob. Voice, 2025 U.S. Dist. LEXIS 28564, at *1, *3.X1 The contract defined “the Parties” as GVG and PTRA, and it provided for ICC arbitration for any dispute between them.2Id. at *3-4.X2 On the last page, GVG and PTRA signed as did the Guinean Minister of Telecommunications and New Information Technologies.3Id. at *4.X3 A payment dispute later arose, and GVG initiated arbitration against both PTRA and Guinea.4Id. at *5-6.X4

ICC award

In deciding its personal jurisdiction over Guinea, which did not sign the partnership agreement as a contracting party, the ICC tribunal noted that the parties largely relied on French law as the law of the seat.5Glob. Voice Grp. SA v. Postal & Telecomms. Regul. Auth. of Guinea, ICC Case No. 22467/DDA, Final Award, ¶ 145 (July 18, 2019).X5 It also noted GVG’s reliance on the decision of the Cour d’appel de Paris of February 17, 2011,6CA Paris, 1e ch., Feb. 17, 2011, 09/28533, 2011 Rev. arb. 286 (Dallah v. Pakistan).X6 where the court extended the arbitration clause to Pakistan, a nonsignatory, because of its conduct in the contractual relations.7Glob. Voice, Final Award, ¶¶ 135, 145.X7 The issue thus was whether Guinea consented to be bound by the partnership agreement and arbitration clause therein based on its conduct.8Id. ¶ 145.X8

The tribunal first found that Guinea was a beneficiary of the technological services that GVG had to perform under the partnership agreement, which was “a necessary instrument” to carry out a new fiscal policy in Guinea and which would allow the State to recover certain fiscal revenues.9Id. ¶ 146 (translated).X9 The tribunal then noted the State’s “active participation” throughout the life of the contract.10Id. ¶ 147 (translated).X10 Specifically, a ministerial decree completed the terms of the partnership agreement by specifying the financial conditions; the ministerial decree also placed twelve specific responsibilities on the State for the signature and implementation of the contract, project kick-off, and logistics; and the State was involved in GVG’s decision to terminate the contract as well as the attempted amicable settlement of the payment dispute.11Id. ¶¶ 148-51.X11 Given the State's benefit from, and involvement with, the partnership agreement, the ICC tribunal held that Guinea was a party to the contract.12Id. ¶ 152.X12 The tribunal added that Guinea considered itself not only bound by the contractual obligations and arbitration agreement but also that the State knew it was benefited by the contract services aimed at improving Guinea’s fiscal system.13Id.X13

Cour d'appel de Paris decision

Guinea and PTRA applied to the Cour d’appel de Paris to annul the ICC award, arguing partly that the arbitral tribunal lacked personal jurisdiction over the nonsignatory. The Paris court first explained that French principles of international arbitration governed the arbitration agreement because the general choice of Guinean law in the partnership agreement alone did not establish consent for Guinean law to apply to the arbitration agreement.16CA Paris, 16e ch., Sept. 7, 2021, 19/17531, ¶ 33 (Guinea v. Glob. Voice).X16 The court then explained that even if a party is not expressly stipulated as a “party” in the contract with the arbitration clause, the nonsignatory may still be bound to arbitrate based on implied party consent, which may be established by showing that the nonsignatory was (i) directly benefited under the contract and (ii) directly involved in its execution.17Id. ¶ 40; cf. id. ¶ 28 (applying independent review to the arbitral tribunal’s jurisdiction).X17

As applied to the case, the Paris court quoted three instances in the preamble of the partnership agreement that “directly and expressly” benefited Guinea and three clauses that mentioned the benefit to the State “in addition to PTRA’s benefit.”18Id. ¶¶ 43-47 (translated).X18 It also highlighted how GVG’s remuneration under the partnership agreement required a ministerial decree, which meant that the State was directly involved in setting the content of the contractual payment obligation.19Id. ¶ 48.X19 And it identified communications between PTRA and GVG showing that PTRA’s decision to terminate the partnership agreement was taken together with the State.20Id. ¶¶ 50-51.X20 The Paris court thus held that Guinea was bound to arbitrate based on implied consent because the State was directly benefited under the partnership agreement and directly involved in its execution with “a role going beyond that of PTRA’s supervisory authority.”21Id. ¶ 52 (translated).X21

D.C. District Court decision

GVG finally applied to confirm the ICC award against Guinea in the District of Columbia. Because foreign states are generally immune from suit in the United States under the FSIA, GVG argued that the FSIA arbitration exception applied, which permits actions to confirm a New York Convention award.22Cf. FSIA §§ 1604, 1605(a)(6).X22 To establish jurisdiction under the FSIA arbitration exception, there must have been a valid arbitration agreement with the foreign state.23Glob. Voice Grp. SA v. Republic of Guinea, 2025 U.S. Dist. LEXIS 28564, at *26 (D.D.C. Feb. 18, 2025) (quoting NextEra Energy Glob. Holdings B.V. v. Kingdom of Spain, 112 F.4th 1088, 1100 (D.C. Cir. 2024)) (internal quotations omitted).X23  

GVG’s approach before the D.C. District Court was to argue deference to the ICC tribunal on its decision to bind Guinea to arbitration because the arbitration clause in the partnership agreement delegated issues of arbitrability to the arbitral tribunal. This was rejected. The court explained that under federal arbitration law, if the parties “clearly and unmistakably” agreed to delegate arbitrability issues24Cf. id. at *26 (describing arbitrability as “threshold questions of whether the dispute is subject to arbitration in the first place”).X24 to the arbitral tribunal, courts defer to the tribunal on the validity of the arbitration agreement.25Id. at *27-28.X25 But, where a nonsignatory is resisting the award, courts apply independent review because it is not clear that the nonsignatory agreed to delegate arbitrability.26See id. at *30-31, *33-34.X26 The D.C. District Court thus held that independent review applied because there was a threshold issue as to whether Guinea ever agreed to arbitrate.27Id. at *33, *35 (holding as well that GVG at least had to show that Guinea clearly agreed to arbitrate arbitrability).X27

The D.C. District Court then addressed GVG’s position on the existence of an arbitration agreement with Guinea. GVG argued that Guinea was bound because the Guinean Minister signed the partnership agreement; and by relying on the opinions of the ICC tribunal and Paris court that Guinea was directly benefited under the contract, directly involved in determining content of the contract, and directly involved in terminating the contract.28Id. at *35-36.X28 Taking them in turn, the court held that Guinea’s signing of the partnership agreement alone was insufficient to establish consent to arbitration because the State did not sign as a party to the contract.29Id. at *38.X29 As for the beneficiary argument, the court emphasized that GVG did not produce the evidence on which the ICC tribunal and Paris court relied apart from the partnership agreement itself.30Id.X30 The D.C. District Court also doubted whether it could take judicial notice of those findings and found in any case that they relied on French law, which GVG did not show applied in the federal action.31Id. at *38-39.X31 The D.C. District Court thus held that GVG failed to prove a valid arbitration agreement with the State of Guinea and ultimately that the court lacked FSIA jurisdiction.32Id. at *39, *42 (holding that GVG also failed to show that Guinea clearly agreed to delegate arbitrability).X32

In Global Voice, the D.C. District Court stated: “GVG does not explain how Guinea’s involvement in or benefit from the Partnership Agreement bears on whether Guinea agreed to arbitration under the contract[.]”1Id. at *38-39.X1 A fundamental flaw in GVG’s case appears to be the failure to establish what law applied to the validity question and whether any applicable theory permitted binding the nonsignatory. These are addressed below.

Applicable law for assessing the FSIA arbitration exception

The U.S. Court of Appeals for the D.C. Circuit clarified that the FSIA arbitration exception can apply to a nonsignatory foreign state.2TIG Ins. Co. v. Republic of Argentina, 110 F.4th 221, 235 (D.C. Cir. 2024) (“[W]e hold that under the FSIA’s arbitration exception, an agreement can be ‘made by’ sovereigns other than original signatories.  We further hold that because the FSIA provides no law to guide the determination whether an enforceable arbitration agreement exists, that question must be answered based on external sources of law.” ).X2 This is because the FSIA does not alter the “otherwise applicable background principles concerning who is bound by arbitration.”3Id. at 234 (quoting Arthur Andersen LLP v. Carlisle, 556 U.S. 624, 631 (2009)) (internal quotations omitted).X3 And “many sources of law allow a contract to be enforced by or against nonparties to the contract through assumption, piercing the corporate veil, alter ego, incorporation by reference, third-party beneficiary theories, waiver, and estoppel.”4Id. (quoting Arthur Andersen at 631) (internal quotations omitted).X4 Given that the FSIA does not define the law applicable to arbitration agreements, federal courts must decide what law applies to whether a nonsignatory was bound to arbitrate under the arbitration exception.5Id. at 235.X5  

When reviewing the validity of an arbitration agreement in New York Convention cases, federal courts apply the choice-of-law clause in the underlying contract.6See, e.g., Commodities & Minerals Enter. v. CVG Ferrominera Orinoco, C.A., 49 F.4th 802, 816 (2d Cir. 2022) (FSIA) (“we have repeatedly held that the existence or validity of an arbitration agreement is governed by a choice-of-law clause where one exists”).X6 If, however, the parties agreed to a seat of arbitration that differs from the general choice of law, courts apply the law of the seat to the validity issue.7See, e.g., Karaha Bodas Co., LLC v. Perusahaan Pertambangan Minyak DanGas Bumi Negara, 364 F.3d 274, 291 (5th Cir. 2004) (“Under the New York Convention, an agreement specifying the place of the arbitration creates a presumption that the procedural law of that place applies to the arbitration.”); accord Balkan Energy Ltd. v. Ghana, 302 F. Supp. 3d 144, 152-53 (D.D.C. 2018) (FSIA). But see Casa Del Caffe Vergnano S.p.A. v. Italflavors San Diego, LLC, 816 F.3d 1208, 1210-11 (9th Cir. 2016) (applying federal common law to the validity of the arbitration agreement even though the contract was governed by Italian law and the arbitration was seated in Geneva).X7 The same may apply when a nonsignatory seeks to enforce an arbitration agreement against a signatory.8See Republic of Ecuador v. ChevronTexaco Corp., 376 F. Supp. 2d 334, 355 (S.D.N.Y. 2005) (“a choice-of-law clause will govern where a nonsignatory to a particular arbitration agreement seeks to enforce that agreement against a signatory, but not where a signatory seeks to enforce the agreement against a nonsignatory”).  But see Setty v. Shrinivas Sugandhalaya LLP, 3 F.4th 1166, 1168 (9th Cir. 2021) (“In cases involving the New York Convention, in determining the arbitrability of federal claims by or against non-signatories to an arbitration agreement, we apply federal substantive law, for which we look to ordinary contract and agency principles.”) (internal citations and quotations omitted).X8 But, where a nonsignatory is resisting a New York Convention award, courts apply federal substantive law to whether the nonsignatory was bound to arbitrate.9See, e.g., Gater Assets Ltd. v. AO Moldovagaz, 2 F.4th 42, 54 (2d Cir. 2021) (applying federal law to whether the nonsignatory was bound by the arbitration agreement under estoppel); Invista S.à.r.l. v. Rhodia, SA, 625 F.3d 75, 85 (3d Cir. 2010) (same); Int’l Paper Co. v. Schwabedissen Maschinen & Anlagen GMBH, 206 F.3d 411, 416-18, n. 4 (4th Cir. 2000) (same); see also Outokumpu Stainless USA, LLC v. Coverteam SAS, 2022 U.S. App. LEXIS 18846, at *17 (11th Cir. July 8, 2022) (applying federal law to whether to compel nonsignatory to arbitrate under estoppel); InterGen N.V. v. Grina, 344 F.3d 134, 143-44 (1st Cir. 2003) (applying federal law to whether to compel nonsignatory to arbitrate under estoppel, third-party beneficiary, agency, and alter ego); Smith/Enron Cogeneration Ltd. P’ship v. Smith Cogeneration Int’l, Inc., 198 F.3d 88, 96 (2d Cir. 1999) (applying federal law to whether to compel nonsignatory to arbitrate under veil piercing and estoppel); ChevronTexaco, 376 F. Supp. 2d at 356, 364 (applying federal law to whether to compel nonsignatory to arbitrate under estoppel and waiver); cf. Certain Underwriters at Lloyd’s London v. Argonaut Ins. Co., 500 F.3d 571, 581 (7th Cir. 2007) (applying federal law to the arbitration agreement where the parties did not choose a law in the contract). But cf. FR8 Singapore Pte. Ltd. v. Albacore Mar., Inc., 754 F. Supp. 2d 628, 636 (S.D.N.Y. 2010) (applying law designated in the contract to whether to compel nonsignatory to arbitrate under veil piercing because the nonsignatory was invoking the choice-of-law clause).X9 This is sound because applying the law of the contract or seat presupposes the validity of the contract vis-à-vis the unwilling nonsignatory.10See Schnabel v. Trilegiant Corp., 697 F.3d 110, 119 (2d Cir. 2012) (“Applying the choice-of-law clause to resolve the contract formation issue would presume the applicability of a provision before its adoption by the parties has been established.”); cf. Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 403-04 (1967) (ruling that the arbitration agreement is not severable from the underlying contract when the validity of the arbitration agreement itself is challenged).X10 And applying federal law is reasonable given the federal question jurisdiction under the FSIA or New York Convention, which ensures that “the Supreme Court is the final arbiter of its content”11Thomas W. Merrill, The Common Law Powers of Federal Courts, 52 U. Chi. L. Rev. 1, 6 (1985).X11 and not all the states.12See Outokumpu, 2022 U.S. App. LEXIS 18846, at *16-17 (applying federal law because “[t]he whole goal of the New York Convention is to standardize the enforcement of international arbitration agreements” and “allowing each state or international law to impose its own test for threshold questions of arbitrability would create an unmanageable tangle of arbitration law in the United States”); InterGen, 344 F.3d at 143 (“[a]pplying varying state standards in cases falling within the [New York] Convention’s ambit would be in tension with the elemental purpose of chapter 2” of the Federal Arbitration Act of setting “uniform rules governing the recognition and enforcement of international arbitral awards”); Smith/Enron, 198 F.3d at 96 (refusing to apply the law of the forum where the federal court sits because it was a federal question case, as opposed to diversity, and the forum had no connection to the dispute besides the seat of arbitration).X12 For example, in Gater Assets Ltd. v. AO Moldovagaz,13Gater Assets Ltd. v. AO Moldovagaz, 2 F.4th 42 (2d Cir. 2021) (FSIA).X13 the U.S. Court of Appeals for the Second Circuit directly applied federal law to whether the State of Moldova was bound by the arbitration agreement as a nonsignatory under the theory of direct benefits estoppel.14Id. at 54 (applying Trina Solar US, Inc. v. Jasmine Solar Pty Ltd, 954 F.3d 567, 572 (2d Cir. 2020)).X14

Accordingly, had the D.C. District Court in Global Voice performed a choice-of-law analysis to decide the FSIA arbitration exception, it likely would have applied federal law to the validity of the arbitration agreement because a nonsignatory was resisting a New York Convention award.15See supra note 49; see also supra notes 50, 52, and accompanying text; cf. Oehme, van Sweden & Associates, Inc. v. Maypaul Trading & Servs., Ltd., 902 F. Supp. 87, 95, 98-101 (D.D.C. 2012) (relying on federal law in addition to D.C. law, even though the parties agreed that D.C. law applied, to whether the nonsignatory was bound under estoppel, third-party beneficiary, and agency, in the context of a D.C. arbitration).X15 Federal law controlled whether Guinea was bound to arbitrate. 

Application of direct benefits estoppel under federal law

Federal courts apply ordinary contract and agency principles to whether a nonsignatory was bound by an arbitration agreement, including incorporation by reference, assumption, agency, veil-piercing, and estoppel.16Thomson-CSF, S.A. v. Am. Arb. Ass’n, 64 F.3d 773, 776 (2d Cir. 1995); and see Menalco J. Solis, Group of Contracts in United States Arbitration, 34 Am. Rev. Int’l Arb. 715, 735-36 (2024) (arguing that courts can apply the unified contract theory for binding a nonsignatory to an arbitration agreement under federal arbitration law).X16 Under federal estoppel, “where a company knowingly accepted the benefits of an agreement with an arbitration clause, even without signing the agreement, that company may be bound by the arbitration clause.”17MAG Portfolio Consult, GmbH v. Merlin Biomed Grp., LLC, 268 F.3d 58, 61 (2d Cir. 2001) (quoting Deloitte Noraudit A/S v. Deloitte Haskins & Sells, U.S., 9 F.3d 1060, 1064 (2d Cir. 1993)) (internal citations omitted).X17 For this theory to apply, the benefits must “flow directly from the agreement, rather than indirectly from the contractual relationship of the parties to the agreement.”18Trina Solar US, Inc. v. Jasmine Solar Pty Ltd, 954 F.3d 567, 572 (2d Cir. 2020) (quoting MAG Portfolio, 268 F.3d at 61) (internal quotations omitted).X18 And “the nonsignatory beneficiary must actually invoke the contract to obtain its benefit, or the contract must expressly provide the beneficiary with a benefit.”19Id.; cf. Oehme, 902 F. Supp. at 99 (entertaining the argument in the D.C. arbitration that a nonsignatory may be bound under the federal theory of direct benefits estoppel even if it does not sue on the contract when the nonsignatory was directly benefited) (applying MAG Portfolio, 268 F.3d at 61).X19 A nonsignatory thus may be bound to arbitrate under direct benefits estoppel when the nonsignatory (i) was expressly benefited under a contract with an arbitration clause and (ii) knowingly accepted the benefits.20See Trina Solar, 954 F.3d at 572; MAG Portfolio, 268 F.3d at 61; cf. Oehme, 902 F. Supp. at 99 (applying federal direct benefits estoppel theory in the D.C. arbitration). But cf. Walker v. Uber Techs., Inc., 794 F. Supp. 3d 134, 146, 149-50 (D.D.C. 2024) (applying D.C. law, to which the parties agreed, to the domestic arbitration and finding no D.C. authority that allowed enforcing an arbitration agreement against a third-party beneficiary; yet entertaining the argument in any event and denying the claim because the nonsignatory was not directly benefited).X20

In Global Voice, first, the Cour d’appel de Paris quoted three instances in the preamble of the partnership agreement that it found expressly made Guinea a direct beneficiary.21CA Paris, 16e ch., Sept. 7, 2021, 19/17531, ¶¶ 42-44 (Guinea v. Glob. Voice).X21 And it quoted three clauses that it determined mentioned the benefit to the State.22Id. ¶¶ 45-47.X22 Following the Paris court for guidance, there was space for GVG to argue that Guinea was expressly benefited under the partnership agreement based on the language of the contract, which was in evidence before the D.C. District Court. 

Second, even though a signature alone was insufficient to bind the nonsignatory,23Glob. Voice Grp. SA v. Republic of Guinea, 2025 U.S. Dist. LEXIS 28564, at *38 (D.D.C. Feb. 18, 2025) (“under both the FSIA and the [Federal Arbitration Act], consent, not a signature, is the key into the court”) (emphasis in original).X23 the Guinean Minister's signing of the partnership agreement together with GVG and PTRA arguably could have shown that the State knowingly accepted the express benefits it received under the contract. In other words, based on the partnership agreement itself, GVG could have taken the position that Guinea was bound to arbitrate under direct benefits estoppel.24See Trina Solar, 954 F.3d at 572; MAG Portfolio, 268 F.3d at 61.X24 And to shore up that Guinea knowingly accepted, GVG could have submitted evidence of how the State self-imposed obligations and rights under the ministerial decree that was necessary to implement the partnership agreement, as it did before the ICC tribunal and Paris court.25See Glob. Voice Grp. SA v. Postal & Telecomms. Regul. Auth. of Guinea, ICC Case No. 22467/DDA, Final Award, ¶¶ 138, 145 (July 18, 2019); CA Paris, 16e ch., Sept. 7, 2021, 19/17531, ¶ 39.X25 That the ICC tribunal and Paris court both concluded that the State directly participated throughout the life of the partnership agreement could have comforted the D.C. District Court in holding that the State knowingly accepted the contract.26See Glob. Voice, Final Award, ¶¶ 147-51; CA Paris, 16e ch., Sept. 7, 2021, 19/17531, ¶¶ 48-52.X26

In Global Voice v. Guinea, the D.C. District Court denied finding a valid arbitration agreement with Guinea despite the earlier ICC tribunal and Cour d’appel de Paris having held that the nonsignatory State was bound to arbitrate under French law. GVG’s approach before the D.C. District Court was to defer to, or rely on, the findings of the earlier tribunals. This was its downfall. 

Under U.S. federal arbitration law, courts apply federal law to the validity of an arbitration agreement when a nonsignatory is resisting a New York Convention award, which is sound because applying the law of the contract or seat presupposes the validity of the contract vis-à-vis the unwilling nonsignatory. Since Guinea was resisting an international award, GVG had recourse to the U.S. theory of direct benefits estoppel that can bind a nonsignatory to arbitration when the nonsignatory was expressly benefited under a contract with an arbitration clause and it knowingly accepted the benefits. The ICC tribunal and Paris court notably had already found that the parties implicitly consented for Guinea to be bound because the State was directly benefited under the partnership agreement and directly involved in the life of the contract, which aligned with direct benefits estoppel.

And although the D.C. District Court was required to decide the validity issue independently without deference, the court still could have been informed by the findings of the earlier tribunals—especially given the overlap between the French and U.S. theories. Global Voice should not be perceived as conflicting with French arbitration law because there was a compatible U.S. theory that likely would have changed the D.C. District Court’s decision.