OPINION & ORDER Respondent Nigerian National Petroleum Corporation (“NNPC”) moves pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6) to dismiss Petitioners Esso Exploration and Production Nigeria Limited and Shell Nigeria Exploration and Production Company Limited’s (together, “Esso”) Third Amended Petition to confirm a Nigerian arbitral award (the “Award”). NNPC argues that the Third Amended Petition should be dismissed for lack of personal jurisdiction, on forum non conveniens grounds, and because the Award was set aside by Nigerian courts. Esso moves for certain facts to be deemed admitted as a sanction for purported discovery violations. It also requests that this Court confirm the $1.799 billion Award and accrued interest.1 For the reasons that follow, NNPC’s motion is granted and Esso’s motion is denied. BACKGROUND This Dispute Stems From A 1993 Production Sharing Contract (The “Agreement”) Between Esso And Nnpc Related To The Erha Oil Field Off The Coast Of Nigeria. (Third Am. Pet., Ecf No. 182 (“Tap”), 36.) The Agreement Assigned Esso The Responsibility For The Exploration, Development, And Extraction Of Oil From The Erha Field, In Exchange For The Right To Share Profits. (Tap 37.) Esso Was Also Given The Exclusive Right To Calculate The Oil Produced And Allocate It Into Four Tranches: (1) Royalty Oil, To Cover Nnpc’s Payments To The Nigerian Government; (2) Cost Oil, To Cover Esso’s Operating Costs; (3) Tax Oil, To Cover Tax Payments To The Nigerian Government; And (4) Profit Oil, Which Is Derived From The Remaining Oil And Split Between Esso And Nnpc Pursuant To A Formula. (Tap 37.) In Addition, Esso Had The Exclusive Right To Prepare Tax Returns To Be Filed With The Nigerian Government Related To Those Tranches Of Oil. (Tap 38.) The Agreement Also Contained A “Stabilization Clause,” Which Required The Parties To Modify The Terms Of The Agreement To Compensate Esso For Any Loss Sustained Due To Changes In Nigerian Law, Regulations, Or Policies. (Tap 39.) Finally, The Parties Agreed That Any Dispute Arising Out Of The Agreement Would Be Arbitrated In Nigeria Subject To Nigerian Law. (Tap 40.) The Arbitration Clause Was Limited To Disputes “Concerning The Interpretation Or Performance” Of The Agreement. (Decl. Of Adewale Atake, Ecf No. 183 (“Atake Decl.”), Ex. 2 At Cl. 21.) After executing the Agreement, Esso explored and developed the Erha oil fields and began production in 2006. (TAP 42.) Through 2009, Esso had invested over $6 billion in the project. (TAP 42.) However, due to changing oil prices in 2007, Nigeria and NNPC began to rethink the Agreement. By the latest November 2007, President Umaru Musa Yar’Adua of Nigeria established the Presidential Investment Committee (the “Committee”) to determine whether NNPC should be taking — known as “lifting” — more oil than Esso was allocating to NNPC under the Agreement. (Decl. of Megha Hoon in Supp. of Pets.’ Third Am. & Suppl. Pet., ECF No. 187 (“First Hoon Decl.”), Ex. 10 at 9; Decl. of Mele Kyari, ECF No. 211 (“Kyari Decl.”),
2, 6 (explaining that the Committee formed a Technical Subcommittee, which began its work in November 2007); TAP 45.) In early February 2008, the Committee issued its report, which concluded that Nigeria had been deprived of $646.3 million from the Erha oil field and recommended that NNPC lift that amount of oil from Erha. (First Hoon Decl. Ex. 10 at 20; TAP 46.) The Committee then met with President Yar’Adua in April 2008 to give its recommendation. (First Hoon Decl. Ex. 15.) On May 20, 2008, President Yar’Adua ordered NNPC to lift more oil per the Committee’s recommendation. (TAP 46; Decl. of Shannon M. Leitner, ECF No. 207 (“Leitner Decl.”), Ex. 14 (Press Release).) However, NNPC had begun lifting more oil in December 2007 or January 2008 — before President Yar’Adua gave the order. (ECF No. 238, Ex. D 13 & Ex. E.) In addition, NNPC refused to submit tax returns prepared by Esso to the Nigerian tax authority (the “FIRS”) and instead submitted its own returns to FIRS. (TAP 48.) Esso objected to what it refers to as the “overlifting” of oil and commenced arbitration against NNPC in July 2009. (TAP 49.) The parties submitted extensive briefing prior to the arbitration hearings. (TAP 54.) During those hearings in 2011, NNPC argued that the dispute was not contractual in nature, but rather a tax dispute subject to the exclusive jurisdiction of the Nigerian Tax Appeal Tribunal. (TAP 56.) NNPC also argued that Nigeria’s 1999 Constitution prevented the arbitration of tax disputes. (TAP 58.) However, the arbitral panel (“Arbitral Panel”) found that it had jurisdiction to hear the dispute because it was contractual in nature and awarded Esso $1.799 billion. (TAP
