Société Civile Immobilière de Gaëta v. Republic of Guinea
ICSID · Investment (ICSID and treaty) · Guinea · 21 Dec 2015
Why it matters
This case is significant for its detailed analysis of the nationality requirement under ICSID, applying French law criteria to determine the effective seat and control of a corporate claimant. It also clarifies the definition of investment under the ICSID Convention, emphasizing the need for a substantial contribution and regularity. The decision reinforces the importance of the investor's nationality and the nature of the investment for ICSID jurisdiction.
Summary
The case involves a dispute between Société Civile Immobilière de Gaëta (Gaëta), a French civil real estate company, and the Republic of Guinea over a 1997 'Bail à Construction' (construction lease) contract. Gaëta claimed that Guinea expropriated its investment by requisitioning the property in 2012. Guinea challenged the Tribunal's jurisdiction, arguing that Gaëta was not a French national (as its effective seat and control were in Italy or Guinea) and that its activities did not constitute a protected investment under the ICSID Convention. The Tribunal applied French law to determine Gaëta's nationality, examining its statutory seat, management, effective direction, and commercial activity. It found that Gaëta's statutory seat in France was not genuine, as its management and control were exercised from Italy and Guinea, and its commercial activity was centered in Guinea. Therefore, Gaëta was not a French national under the ICSID Convention. Additionally, the Tribunal held that Gaëta's contributions under the lease did not meet the criteria for an investment under international law, lacking a substantial contribution and regularity. Consequently, the Tribunal declined jurisdiction. On costs, the Tribunal ordered Gaëta to bear 80% of procedural costs and pay Guinea EUR 633,772.63, considering Guinea's procedural delays.
The detail
Parties: Société Civile Immobilière de Gaëta v. Republic of Guinea
Case number: ICSID Case No. ARB/12/36
Outcome: The Tribunal declined jurisdiction; Claimant bears 80% of procedural costs and pays Respondent EUR 633,772.63 in costs.
Applicable law: ICSID Convention; French law (for nationality); Guinea Investment Code; Contract de Bail à Construction
Issues in play: The Tribunal examined whether the claimant was a French national under French law and whether its activities constituted a protected investment under the ICSID Convention. The key collision was between the formal nationality of the company and its actual control and seat, and between the contractual rights and the definition of investment.
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