Debevoise & Plimpton LLP has won summary judgment on behalf of YPF S.A. (“YPF”), the largest energy producer in the Republic of Argentina, defeating claims for roughly $15 billion in damages and pre-judgment interest. This is a landmark win for YPF, securing dismissal of a case that has been pending in the U.S. District Court for the Southern District of New York (the “District Court”) since 2015. The District Court fully endorsed YPF’s argument that it did not owe the alleged contractual obligations to Petersen Energía Inversora, S.A.U. and Petersen Energía, S.A.U. or Eton Park Capital Management, L.P., Eton Park Master Fund, Ltd., and Eton Park Fund, L.P. (“Plaintiffs”), and is not liable for the damages Plaintiffs – and their litigation funder, Burford Capital – had claimed.
Plaintiffs are funded by Burford and represented by Kellogg, Hansen, Todd, Figel & Frederick PLLC, King & Spalding LLP, and Kirkland & Ellis LLP. Debevoise took over the representation and defense of YPF in 2020, after motions to dismiss were denied and the case was set to move forward toward trial. After extensive fact and expert discovery, all parties cross-moved for summary judgment, seeking final disposition without trial of Plaintiffs’ claims arising from the Republic’s 2012 intervention of YPF, temporary occupation of 51% of YPF’s capital stock held by Repsol S.A., and subsequent expropriation of that capital stock. Plaintiffs claimed that YPF owed and breached an obligation under its bylaws to conduct or compel a tender offer following the intervention of Repsol’s shares in 2012. Plaintiffs asserted that YPF had breached those obligations, and was liable to them for compensatory damages amounting to billions of U.S. dollars.
On March 31, 2023, the District Court granted YPF’s motion and entered summary judgment in its favor, dismissing all of Plaintiffs’ current claims for liability and damages against YPF. The District Court found that YPF has no contractual liability and owes no damages for breach of contract to Plaintiffs. Absent appeal from Plaintiffs, the District Court’s decision is a final judgment, rejecting Plaintiffs’ contract claims against YPF without the need for a trial.
The District Court granted in part and denied in part the remaining motions for summary judgment, forcing the Burford-backed funds to trial against the Republic. Only YPF’s motion was granted in full. This was a major win for YPF, and virtually unprecedented in the S.D.N.Y., in that YPF achieved dismissal – without trial – despite the prior rulings of the S.D.N.Y. finding that the contract claims were plausible, and could proceed in the U.S., and the Second Circuit decisions affirming jurisdiction. In virtually no other case has a defendant lost a motion to dismiss on a breach of contract claim in the S.D.N.Y., in a ruling finding that the contract plausibly gave rise to liability and a claim for breach, then won dismissal of that same contract claim on summary judgment, on an argument that as a matter of law and undisputed fact the contract creates no such liability. Specifically, the District Court held that “YPF was not obligated to enforce Sections 7 and 28 and, consequently, grant[ed] YPF’s Motion for Summary Judgment.” Petersen Energía Inversora, S.A.U. et al. v. Argentine Republic et al., Case Nos. 15-cv-2739, 16-cv-8569 (S.D.N.Y.), Dkt. No. 437 at 26.
The Debevoise team was led by litigation partners Mark P. Goodman and Shannon Rose Selden and included partners Dietmar Prager and Sam Rowe, counsel Wendy Reilly and Carl Riehl, and associates J. Robert Abraham, Sol Czerwonko, Juan Fandino, Anagha Sundararajan and Delia Arias de Leon. The team also worked closely with Bruchou & Funes de Rioja and Guglielmino Derecho Internacional in Buenos Aires.