Sociedad Concesionaria Metropolitana de Salud S.A. v. Webuild S.P.A

── Sociedad Concesionaria Metropolitana de Salud S.A. v. Webuild S.P.A ── Court: Court of Appeals for the Third Circuit Date: May 18, 2026 Category: General PRECEDENTIAL UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ______ No. 24-3005 ______ SOCIEDAD CONCESIONARIA METROPOLITANA DE SALUD S.A., Appellant v. WEBUILD S.P.A ______ On Appeal from the United States District Court for the District of Delaware (D.C. Civil No. 1:23-cv-01175) Chief District Judge: Honorable Colm F. Connolly ______ Argued October 1, 2025 Before: SHWARTZ, MATEY, and FISHER, Circuit Judges. (Filed: May 18, 2026) Miguel A. Estrada ARGUED Gibson Dunn & Crutcher 1700 M Street NW Suite 900 Washington, DC 20036 Alexandra Ewing Travis S. Hunter Richards Layton & Finger 920 N King Street One Rodney Square Wilmington, DE 19801 Rahim Moloo Jason W. Myatt Gibson Dunn & Crutcher 200 Park Avenue 47th Floor New York, NY 10166 Counsel for Appellant Joshua D. Anders Andreas A. Frischknecht ARGUED James M. Hosking Chaffetz Lindsey 1700 Broadway, 33rd Floor New York, NY 10019 Henry E. Gallagher, Jr. Alan R. Silverstein Connolly Gallagher 1201 N Market Street, 20th Floor Wilmington, DE 19801 Counsel for Appellee 2  ______ OPINION OF THE COURT ______ FISHER, Circuit Judge. In this action brought to confirm, recognize, and enforce a foreign arbitral award, Sociedad Concesionaria Metropolitana de Salud S.A. (“SCMS”) attempts to invoke quasi in rem jurisdiction over property that belongs to an arbitral-award debtor’s alleged successor in interest. Finding insufficient contacts between the forum, the successor in interest, and the underlying controversy, the District Court found no basis to exercise personal jurisdiction1 and dismissed SCMS’s petition. SCMS appeals. Because we agree with SCMS that Shaffer v. Heitner, 433 U.S. 186, 210 n.36 (1977), authorizes the exercise of traditional quasi in rem jurisdiction in an action to collect on an already adjudicated liability, we will vacate and remand. I. A. In 2014, the Chilean Ministry of Public Works awarded a contract to Astaldi Concessioni S.R.L. to design, construct, and operate a new hospital project in Santiago, Chile. Later that year, Astaldi Concessioni S.R.L. assigned the contract to 1 In the modern context, “[j]urisdiction in personam, in rem, and quasi in rem” are all understood as “forms of personal jurisdiction.” Restatement (Fourth) of the Foreign Relations Law of the United States § 422 cmt. a (Am. Law Inst. 2018). We follow the modern convention and, where necessary, refer specifically to each historically distinct form. 3 SCMS, a stand-alone Chilean company. In turn, SCMS contracted with Astaldi Sucursal Chile, the Chilean branch of Astaldi, S.p.A., an Italian company (together, “Astaldi”), who assumed SCMS’s design and construction obligations. SCMS and Astaldi agreed to resolve any dispute in an arbitration proceeding before the Santiago Center for Arbitration and Mediation. In September 2018, while the hospital project was under construction, Astaldi commenced in Italy a “Concordato” proceeding—a restructuring process akin to a proceeding commenced under Chapter 11 of the United States Bankruptcy Code—that restricted Astaldi’s paying of certain debts. SCMS determined that Astaldi could not timely complete the project, and in January 2019, SCMS terminated the contract. An arbitration ensued in Chile, which resulted in an award in favor of SCMS and against Astaldi. During the arbitration proceeding, Astaldi completed the restructuring process by “spinning off” its operating business and merging into Webuild S.p.