Attestor Value v. Republic of Argentina, No. 16-1124 (2d Cir. 2019)Annotate this Case
The Second Circuit affirmed the district court's grant of Argentina's motion to dismiss with prejudice under Federal Rule of Civil Procedure 12(b)(6) and denying as moot plaintiffs' motion for injunctive relief and expedited discovery. In this case, plaintiffs claimed that they entered into binding settlement agreements with Argentina over defaulted bonds.
The court held, under its precedent and New York state law, that when an agreement expressly requires a party's countersignature to be binding and the factors set out in Winston Mediafare Entertainment Corp., 777 F.2d 78, 80 (2d Cir. 1985), otherwise indicate that the parties did not intend to be bound, no valid contract exists in the absence of a party's countersignature. In this case, the purported agreements between plaintiffs and Argentina expressly required Argentina's countersignature before binding the parties, and the parties did not intend to be bound in the absence of a countersigned agreement.