Bay View Group LLC and The Spalena Company LLC v. Republic of Rwanda
ICSID · Investment (ICSID and treaty) · Rwanda · 30 Mar 2022
Why it matters
This award is significant for its detailed analysis of the definition of 'investment' under the US-Rwanda BIT, particularly regarding indirect ownership and loans. It also clarifies the temporal scope of BIT protections and the requirement for a legitimate expectation of long-term mining licences. The case underscores the importance of documentary evidence in establishing investment and the high threshold for proving expropriation and discrimination claims.
Summary
The dispute arose from an investment in Rwandan mining concessions. Bay View Group LLC (BVG) and The Spalena Company LLC (Spalena), US companies, claimed that Rwanda breached the US-Rwanda BIT by denying long-term mining licences, suspending mining, seizing property, and discriminating against them. The Tribunal first addressed jurisdiction. It found that BVG had no material investment in Rwanda because its alleged interest in the local mining company NRD was not proven by documentary evidence; a purported loan was not supported by records. Thus, the Tribunal lacked jurisdiction over BVG's claims. For Spalena, which acquired NRD, the Tribunal found jurisdiction but dismissed the claims on the merits. The Tribunal held that NRD never acquired a right to long-term licences under its contract with Rwanda; the contract only provided for short-term licences. Rwanda's actions, suspending mining, seizing property, and denying tags, were lawful exercises of regulatory authority and did not amount to expropriation or unfair treatment. The Tribunal also found no discrimination, as other investors were treated similarly. The award includes a detailed analysis of the BIT's temporal scope, the definition of investment, and the standard for legitimate expectations. The Tribunal ordered the claimants to pay Rwanda's costs.
The detail
Parties: Bay View Group LLC and The Spalena Company LLC v. Republic of Rwanda
Case number: ICSID Case No. ARB/18/21
Outcome: The Tribunal dismissed all claims: BVG's claims for lack of jurisdiction (no material investment), Spalena's claims on the merits. Claimants ordered to pay Respondent's costs of £1,312,233.10 and US$361,783.72 plus interest.
Applicable law: Treaty Between the Government of the United States of America and the Government of the Republic of Rwanda Concerning the Encouragement and Reciprocal Protection of Investment (BIT, entered into force 1 January 2012); ICSID Convention; ICSID Arbitration Rules (2006).
Issues in play: The case involved jurisdictional issues under the BIT (ratione temporis, personae, materiae, voluntatis) and substantive protections including fair and equitable treatment, expropriation, and non-discrimination. The Tribunal examined whether the claimants had a qualifying investment and whether Rwanda's actions breached the BIT.
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