Waleed Khalid Abu A L-Waleed Al Hood A L-Qarqani v. Chevron Corporation ; Chevron USA Inc .

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
WALEED KHALID ABU A L-WALEED
AL HOOD A L-QARQANI; AHMED
KHALID ABU A L-WALEED AL HOOD
AL-QARQANI; S HAHA KHALID ABU
AL-WALEED AL HOOD A L-QARQANI;
NAOUM A L-DOHA KHALID ABU AL-
WALEED AL HOOD AL-Q ARQANI;
NISREEN M USTAFA J AWAD ZIKRI,
Petitioners-Appellants,
v.
C HEVRON C ORPORATION ; C HEVRON
USA INC .,
Respondents-Appellees.
No. 19-17074
D.C. No.
4:18-cv-03297-
JSW
OPINION
Appeal from the United States District Court
for the Northern District of California
Jeffrey S. White, District Judge, Presiding
Argued and Submitted October 19, 2020
San Francisco, California
Filed August 12, 2021

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2 AL-QARQANI V . C HEVRON
Before: Sidney R. Thomas, Chief Judge, and Paul J. Kelly,
Jr.* and Eric D. Miller, Circuit Judges.
Opinion by Judge Miller
SUMMARY**
Arbitration
Affirming the district court’s judgment on a petition for
enforcement of a foreign arbitral award against Chevron
Corporation, the panel held that the parties did not enter into
a binding agreement to arbitrate, and enforcement under the
New York Convention therefore should be denied.
In 1949, the government of Saudi Arabia transferred land
to an official, who leased it to an affiliate of what later
became Chevron. The official’s heirs claimed that Chevron
owed them rent. They contended that an arbitration clause
contained in a separate 1933 land concession agreement
between Saudi Arabia and Chevron’s predecessor, Standard
Oil Company of California, applied to their dispute. An
Egyptian arbitral panel agreed and awarded them
$18 billion. The district court found that the parties had
never agreed to arbitrate and therefore held that it lacked
jurisdiction over the heirs’ petition for enforcement of the
award.
* The Honorable Paul J. Kelly, Jr., United States Circuit Judge for
the U.S. Court of Appeals for the Tenth Circuit, sitting by designation.
** This summary constitutes no part of the opinion of the court. It
has been prepared by court staff for the convenience of the reader.

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AL-QARQANI V . C HEVRON 3
The panel held that under Fed. R. App. P. 3(c)(1)(A), the
five heirs named in the notice of appeal were the only proper
appellants.
Agreeing with the Second Circuit, and disagreeing with
the Eleventh Circuit, the panel held that the absence of an
agreement to arbitrate was a reason to deny enforcement on
the merits, rather than to dismiss for lack of subject-matter
jurisdiction. The panel held that so long as a party makes a
non-frivolous claim that an arbitral award is covered by the
New York Convention, the district court must assume
subject-matter jurisdiction.
The panel held that as to respondent Chevron USA, Inc.,
which was not named in the Egyptian arbitral award, the
heirs advanced no non-frivolous theory of enforcement. The
panel therefore affirmed the district court’s dismissal for
lack of subject-matter jurisdiction as to Chevron USA.
The panel held that as to Chevron Corporation, the
district court correctly concluded that there was no binding
agreement to arbitrate between the parties. First, the heirs
could not enforce the 1933 concession agreement against
Chevron directly because the agreement was signed by Saudi
Arabia, not the heirs, and Chevron’s rights and obligations
under the 1933 agreement were extinguished long ago.
Second, the 1949 deed did not incorporate by reference the
arbitration clause contained in the 1933 agreement. The
panel held that the proper disposition was not dismissal but
denial of the enforcement petition on the merits.
Nonetheless, because there was no reason to remand to the
district court simply to direct it to affix a new label to its
order, the panel affirmed the district court’s judgment.

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4 AL-QARQANI V . C HEVRON
COUNSEL
Edward C. Chung (argued), Chung Malhas & Mantel PLLC,
Seattle, Washington, for Petitioners-Appellants.
Thomas G. Hungar (argued), Gibson Dunn & Crutcher LLP,
Washington, D.C.; Charles J. Stevens and Stephen Henrick,
Gibson Dunn & Crutcher LLP, San Francisco, California;
Randy M. Mastro, Anne Champion, and Akiva Shapiro,
Gibson Dunn & Crutcher LLP, New York, New York;
Christian Leathley and Scott Balber, Herbert Smith Freehills
New York LLP, New York, New York; for Respondents-
Appellees.
OPINION
MILLER, Circuit Judge:
In 1949, the government of Saudi Arabia transferred
certain land in that country to an official named Khalid Abu
Al-Waleed Al-Hood Al-Qarqani, who leased it to an affiliate
of what later became Chevron Corporation. Five of Al-
Qarqani’s heirs now claim that Chevron owes them billions
of dollars in rent. The heirs contend that an arbitration clause
contained in a separate 1933 agreement between Saudi
Arabia and Chevron’s predecessor, Standard Oil Company
of California (SOCAL), applies to their dispute. An Egyptian
arbitral panel agreed and awarded them $18 billion. The
heirs petitioned for enforcement of that award, but the
district court found that the parties had never agreed to
arbitrate and therefore held that it lacked jurisdiction over
the petition. We agree with the district court that the parties
did not enter into a binding agreement to arbitrate. Although
the absence of an agreement is a reason to deny enforcement

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AL-QARQANI V . C HEVRON 5
on the merits rather than to dismiss the petition for lack of
subject-matter jurisdiction, the practical effect in this case is
the same. We therefore affirm.
In 1933, SOCAL and the government of Saudi Arabia
entered a land concession agreement for oil exploration and
extraction. Article 25 of the agreement authorized SOCAL
“to obtain from the owner of the land the surface rights of
the lands which the Company deems necessary for use in its
works.” In return, SOCAL would pay Saudi Arabia an
annual rent and a portion of its proceeds and “pay to the
occupant of the lands an allowance.”
The 1933 concession agreement contained an arbitration
clause. Specifically, article 31 required Saudi Arabia and
SOCAL to arbitrate “any doubt, difficulty or difference . . .
in interpreting th[e] Agreement, the execution thereof or the
interpretation or execution of any of it or with regard to any
matter that is related to it or the rights of either of the two
parties or the consequences thereof.” The clause provided
that any arbitration would take place in the Hague, unless the
parties agreed on a different location, and it prescribed
certain procedures for the appointment of arbitrators.
Later that year, SOCAL assigned its rights under the
concession agreement to a wholly owned subsidiary,
California Arabian Standard Oil Company, which later
became Arabian American Oil Company (Aramco). A few
years later, SOCAL surrendered its majority ownership
interest in that subsidiary; by 1948, SOCAL was a minority
shareholder owning only 30 percent of Aramco.
The next year, Saudi Arabia transferred the ownership of
certain plots of land to Al-Qarqani and others. The 1949
deed transferring the land also contained a lease agreement
between Al-Qarqani, the other land recipients, and Aramco

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6 AL-QARQANI V . C HEVRON
that “transfer[red] . . . to [Aramco],” for “good and valuable
consideration,” “the right to use and occupy” the land “for
the purposes of the Saudi Arabian Concession.” It further
provided “that the rights of [Aramco], as to using and
occupying the said Plots of Land, are based on the
requirements of Article (25) of the said Concession.” The
1949 deed did not mention the arbitration clause of the 1933
concession agreement.
In the 1970s and 1980s, Saudi Arabia nationalized
Aramco, and in 1990, Aramco was dissolved. In the
meantime, SOCAL changed its name to Chevron
Corporation.
In 2014, several of Al-Qarqani’s heirs initiated
arbitration proceedings against Chevron before the
International Arbitration Center (IAC) in Cairo, claiming
rents due under the 1949 deed. Chevron objected that it was
not a party to the relevant contracts, that there was no valid
agreement to arbitrate, and that the 1933 concession
agreement upon which the heirs relied did not authorize IAC
arbitration in Cairo. Despite those objections, the arbitration
proceeded. Soon thereafter, Chevron stopped participating
in the arbitration, citing a series of irregularities in the
composition of the arbitral panel. The proceedings continued
in Chevron’s absence, but the irregularities persisted. For
example, the IAC cycled through five arbitrators and two
umpires over the course of one year. And after the initial
arbitral panel dismissed the dispute, the panel was
reformulated and the dismissal withdrawn. A new arbitral
panel then issued an award ordering Chevron to pay the heirs
$18 billion.
The heirs petitioned to enforce the award in the Northern
District of California, naming as respondents both Chevron
Corporation and Chevron U.S.A. Inc. They invoked the

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AL-QARQANI V . C HEVRON 7
United Nations Convention on the Recognition and
Enforcement of Foreign Arbitral Awards, June 10, 1958,
21 U.S.T. 2517, commonly known as the New York
Convention. The Convention aims “to encourage the
recognition and enforcement of commercial arbitration
agreements in international contracts and to unify the
standards by which agreements to arbitrate are observed and
arbitral awards are enforced in the signatory countries.”
Scherk v. Alberto-Culver Co., 417 U.S. 506, 520 n.15
(1974). Soon after the United States joined the Convention,
Congress provided that the Convention “shall be enforced in
United States courts.” 9 U.S.C. § 201. When an arbitrator
enters an award that is subject to the Convention, any party
may apply to a federal district court “for an order confirming
the award as against any other party to the arbitration.” Id.
§ 207.
The district court dismissed the petition for lack of
subject-matter jurisdiction. The court reasoned that one of
“the Convention’s jurisdictional requirements” is that “there
is an ‘arbitration agreement under the terms of the
Convention.’” (quoting Bothell v. Hitachi Zosen Corp., 97 F.
Supp. 2d 1048, 1053 (W.D. Wash. 2000)). Emphasizing that
“[t]he original agreement to arbitrate occurred between third
parties, not the current parties before this Court,” the court
stated that “[p]etitioners make no persuasive or legally
coherent argument that the parties . . . are legally obligated
by the third party signatories to the original agreement.” In
addition, the court dismissed the petition as to Chevron
U.S.A. because that entity “was not a named . . . party in the
arbitration proceedings.”
The district court went on to explain “that numerous
procedural infirmities would independently preclude
confirmation of the arbitral award.” For example, the court

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8 AL-QARQANI V . C HEVRON
noted that the heirs had “failed to produce a duly certified
copy of the arbitration award.” The court further determined
that the arbitral proceedings did not comply with article 31
of the 1933 agreement because, among other things, the heirs
“unilaterally brought their arbitration before the IAC and
seated the tribunal in Cairo instead of Holland,” in violation
of “the explicit contractual terms of the arbitration
provision.” And the court found that “the constitution of the
arbitral panel was highly irregular and appears to have been
engineered to produce a result” in the heirs’ favor.
The heirs now appeal. Or do they? The petition to
enforce the arbitral award listed several dozen individuals as
petitioners, but the notice of appeal names only five of them,
along with the “Heirs of Khalid Abu al-Waleed al-Hood al-
Qarqani,” a group whose members the notice of appeal does
not identify. Federal Rule of Appellate Procedure 3(c)(1)(A)
requires that a notice of appeal “specify the party or parties
taking the appeal.” The omission of a party from the notice
of appeal “constitutes a failure of that party to appeal” and
means that the court of appeals lacks jurisdiction over that
party. Torres v. Oakland Scavenger Co., 487 U.S. 312, 314
(1988); see Gonzalez v. Thaler, 565 U.S. 134, 147–48
(2012). To be sure, Rule 3 “does not require that the
individual names of the appealing parties be listed in
instances in which a generic term, such as plaintiffs or
defendants, adequately identifies them.” National Ctr. for
Immigrants’ Rts., Inc. v. INS, 892 F.2d 814, 816 (9th Cir.
1989) (per curiam). But the term “heirs” is not sufficiently
definite to “give[] fair notice of the specific individual or
entity seeking to appeal.” Torres, 487 U.S. at 318. We
conclude that only the five named individuals have appealed
the district court’s order. (For simplicity, we will continue to
refer to them as “the heirs.”). Those individuals are
identified in the caption of this opinion, and the clerk is

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AL-QARQANI V . C HEVRON 9
directed to revise the docket to reflect that they are the only
appellants.
For those appellants who are properly before us, we
begin by considering the district court’s conclusion that it
lacked subject-matter jurisdiction. The district court was
correct that the existence of a binding agreement to arbitrate
is a prerequisite to enforcing an arbitration award under the
New York Convention. The Convention’s implementing
legislation provides that a court presented with a petition to
confirm an arbitral award “shall confirm the award unless it
finds one of the grounds for refusal or deferral of recognition
or enforcement of the award specified in the . . .
Convention.” 9 U.S.C. § 207. If there is no binding
agreement to arbitrate, then at least two such grounds will
apply.
First, article II of the Convention provides that signatory
states will “recognize an agreement in writing under which
the parties undertake to submit [claims] to arbitration.” N.Y.
Convention art. II(1). The term “agreement” includes “an
arbitral clause in a contract or an arbitration agreement,
signed by the parties or contained in an exchange of letters
or telegrams.” Id. art. II(2). And article IV provides that a
party seeking to enforce an arbitral award must produce
“[t]he original agreement referred to in article II or a duly
certified copy thereof.” Id. art. IV(1)(b); see China
Minmetals Materials Imp. & Exp. Co. v. Chi Mei Corp.,
334 F.3d 274, 292 (3d Cir. 2003) (Alito, J., concurring).
Accordingly, without an agreement to arbitrate, the
Convention does not provide for enforcement.
Second, article V of the Convention bars enforcement of
an award if the underlying arbitration agreement is invalid
or the dispute is not arbitrable under the law of the country
in which enforcement is sought. N.Y. Convention art.

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10 AL-QARQANI V . C HEVRON
V(1)(a), (2)(a). In the United States, “[a]rbitration is strictly
‘a matter of consent’” and requires an agreement to arbitrate.
Granite Rock Co. v. International Brotherhood of
Teamsters, 561 U.S. 287, 299 (2010) (quoting Volt Info.
Scis., Inc. v. Board of Trs. of Leland Stanford Junior Univ.,
489 U.S. 468, 479 (1989)). Thus, in the absence of an
arbitration agreement that binds the parties, the dispute “is
not capable of settlement by arbitration under” United States
law, and the award is unenforceable. See VRG Linhas Aereas
S.A. v. MatlinPatterson Glob. Opportunities Partners II
L.P., 717 F.3d 322, 325 (2d Cir. 2013) (quoting N.Y.
Convention art. V(2)(a)).
Because of the Convention’s “mandatory language,” the
Eleventh Circuit has held “that the party seeking
confirmation of an award falling under the Convention
must” establish the existence of a written agreement to
arbitrate “to establish the district court’s subject matter
jurisdiction.” Czarina, LLC v. W.F. Poe Syndicate, 358 F.3d
1286, 1292 (11th Cir. 2004); see also Sphere Drake Ins. PLC
v. Marine Towing, Inc., 16 F.3d 666, 669 (5th Cir. 1994).
The Second Circuit has rejected that view, reasoning that the
existence of a written agreement to arbitrate is a merits
question that does not affect subject-matter jurisdiction.
Sarhank Grp. v. Oracle Corp., 404 F.3d 657, 660 & n.2 (2d
Cir. 2005).
We agree with the Second Circuit. It does not follow that
simply because a statute uses mandatory language, it limits
the subject-matter jurisdiction of a district court. The
Supreme Court has “rejected the notion that all mandatory
prescriptions, however emphatic, are properly typed
jurisdictional.” V.L. v. E.L., 577 U.S. 404, 409 (2016) (per
curiam) (quoting Gonzalez, 565 U.S. at 146). Instead, the
Court has cautioned that only when Congress “clearly states

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AL-QARQANI V . C HEVRON 11
that a threshold limitation on a statute’s scope shall count as
jurisdictional” should it be treated as such. Arbaugh v. Y &
H Corp., 546 U.S. 500, 515 (2006). Conversely, “when
Congress does not rank a statutory limitation . . . as
jurisdictional, courts should treat the restriction as
nonjurisdictional in character.” Id. at 516; see also Garcia v.
Salvation Army, 918 F.3d 997, 1006 (9th Cir. 2019).
The requirement that a binding arbitration agreement
exist is not jurisdictional because it is not contained in or
incorporated by any statute “clearly labeled jurisdictional”
or “located in a jurisdiction-granting provision.” Garcia,
918 F.3d at 1006 (quoting Leeson v. Transamerica
Disability Income Plan, 671 F.3d 969, 976–77 (9th Cir.
2012)). The operative jurisdictional provision is 9 U.S.C.
§ 203, which covers any “action or proceeding falling under
the Convention.” Under 9 U.S.C. § 202, an arbitration award
“falls under the Convention” if it is one “arising out of a legal
relationship, whether contractual or not, which is considered
as commercial, including a transaction, contract, or
[arbitration] agreement.” See Ministry of Def. of the Islamic
Republic of Iran v. Gould Inc., 887 F.2d 1357, 1362 (9th Cir.
1989).
In the abstract, sections 202 and 203 could be read to
mean that a dispute does not “aris[e] out of a legal
relationship”—and therefore is not one “falling under the
Convention”—if the parties have not entered into a binding
agreement to arbitrate. But the phrase “arising out of”
parallels the more familiar grant of federal-question
jurisdiction in 28 U.S.C. § 1331, and we think that the two
provisions should be read similarly. Section 1331 extends to
civil actions “arising under” federal law, and it has long been
understood that a claim can arise under federal law even if a
court ultimately concludes that federal law does not provide

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12 AL-QARQANI V . C HEVRON
a cause of action. Bell v. Hood, 327 U.S. 678, 682–83 (1946).
Thus, “the failure to state a proper cause of action calls for a
judgment on the merits and not for a dismissal for want of
jurisdiction,” at least so long as the asserted federal claim is
neither “immaterial and made solely for the purpose of
obtaining jurisdiction” nor “wholly insubstantial and
frivolous.” Id.; accord Leeson, 671 F.3d at 975; Trustees of
Screen Actors Guild–Producers Pension & Health Plans v.
NYCA, Inc., 572 F.3d 771, 775 (9th Cir. 2009).
The same principle applies here. Neither section 202 nor
section 203 requires a court to assess an award against the
Convention’s requirements before exercising jurisdiction.
Instead, so long as a party makes a non-frivolous claim that
an arbitral award is covered by the Convention, the court
“must assume subject matter jurisdiction and hear the merits
of the case.” Sarhank, 404 F.3d at 660. If the court concludes
that the award is not covered, the appropriate disposition is
to deny enforcement, not to dismiss the petition for lack of
subject-matter jurisdiction.
Although the requirement of a non-frivolous claim is a
low bar, the heirs have managed to clear it only in part. In
particular, as to Chevron U.S.A., the heirs have advanced no
non-frivolous theory of enforcement. Chevron U.S.A. is not
named in the arbitral award the heirs seek to enforce. See
9 U.S.C. § 207 (authorizing petitions to confirm awards “as
against any other party to the arbitration”). Although the
heirs make a vague reference to an “alter ego,” they have not
attempted to demonstrate that Chevron U.S.A. is Chevron
Corporation’s alter ego or that there is any other basis for
enforcing the award against Chevron U.S.A. Accordingly,
we affirm the district court’s dismissal for lack of subject-
matter jurisdiction as to Chevron U.S.A. See Bell, 327 U.S.
at 682–83; cf. Al-Qarqani v. Arabian Am. Oil Co., No. H-18-

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AL-QARQANI V . C HEVRON 13
1807, 2019 WL 3536640, at *4 (S.D. Tex. Aug. 2, 2019)
(dismissing petition as to Aramco Services in parallel
litigation for lack of subject-matter jurisdiction because
“there is no arbitral finding that [Aramco Services] is
liable”).
By contrast, the heirs’ claim that the award arose out of
a legal relationship or arbitration agreement with Chevron
Corporation is not frivolous. But as we will explain, it is also
not meritorious. We review de novo the district court’s
decision to deny enforcement of the arbitral award,
Polimaster Ltd. v. RAE Sys., Inc., 623 F.3d 832, 836 (9th Cir.
2010), and we review its factual findings for clear error,
Stover v. Experian Holdings, Inc., 978 F.3d 1082, 1085 (9th
Cir. 2020). We agree with the district court that there was no
binding agreement to arbitrate between the parties. We
therefore need not consider the alternative grounds identified
by the district court for denying enforcement, including the
serious irregularities in the arbitral proceedings.
The heirs have advanced two theories of why they may
invoke the arbitration clause contained in the 1933
concession agreement between Saudi Arabia and SOCAL.
First, the heirs contend that they can enforce the 1933
concession agreement against Chevron directly. This theory
fails because the agreement was signed by Saudi Arabia, not
the heirs, and the heirs have not demonstrated that they may
assert Saudi Arabia’s interest in it. See Britton v. Co-Op
Banking Grp., 4 F.3d 742, 744 (9th Cir. 1993) (“An entity
that is neither a party to nor agent for nor beneficiary of the
contract lacks standing to compel arbitration.”). To be sure,
the lands at issue were the subject of the 1933 concession
agreement, and Al-Qarqani received a partial ownership
interest in some of those lands. But there is no evidence that
the partial transfer of ownership rights carried with it the

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14 AL-QARQANI V . C HEVRON
right to enforce the arbitration clause of the 1933 concession
agreement. Nor is there evidence that Saudi Arabia assigned
its rights under the 1933 concession agreement to Al-
Qarqani or the heirs. See id. at 746.
Even if the heirs could establish a right to enforce the
arbitration clause, the district court did not clearly err in
finding that Chevron’s rights and obligations under the 1933
concession agreement were extinguished long ago.
Chevron’s predecessor, SOCAL, was a signatory to the 1933
agreement. But by the time Al-Qarqani obtained any interest
in the lands, SOCAL had assigned its rights and obligations
to California Arabian Standard Oil Company (which later
became Aramco) and relinquished control of Aramco.
SOCAL therefore was no longer bound by the 1933
agreement, so the heirs cannot enforce the agreement’s
arbitration clause against Chevron.
The heirs object that Chevron has not produced a formal
document memorializing the assignment to Aramco.
“[G]eneral contract principles dictate that to prove an
effective assignment, the assignee must come forth with
evidence that the assignor meant to assign rights and
obligations under the contract[].” Britton, 4 F.3d at 746. But
while “[a] contract provision specifying [an assignment] is
evidence of such an intent,” id., it is not the only evidence
capable of demonstrating an assignment. Here, the district
court’s finding of an assignment is supported by
contemporaneous company records, as well as the sworn
declaration of one of the petitioners below.
Second, the heirs contend that the 1949 deed, which
contained the lease agreement between Al-Qarqani and
Aramco, incorporated the 1933 concession agreement’s
arbitration clause by reference. The parties dispute what law
governs our analysis of that issue: Chevron invokes federal

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AL-QARQANI V . C HEVRON 15
common law, while the heirs say that Saudi law applies. We
need not decide the choice-of-law question because the
heirs’ theory fails whichever law applies. See Andersen v.
Bureau of Indian Affs., 764 F.2d 1344, 1349 n.4 (9th Cir.
1985). Chevron is not bound by the 1949 deed because it was
not a party to the deed and it did not control Aramco when
the deed was executed. And in any event, as the district court
noted, the 1949 deed’s only reference to the 1933 concession
agreement “is a notation that the transfer of rights under the
1949 Deed ‘[is] based on the requirements of Article (25) of
the . . . Concession Agreement[,]’ which authorized Aramco
to acquire the ‘surface rights of the lands which the
Company deems necessary for use.’” Accordingly, the 1949
deed does not incorporate by reference the arbitration clause
contained in the 1933 agreement. See Cariaga v. Local No.
1184 Laborers Int’l Union, 154 F.3d 1072, 1075 (9th Cir.
1998); Royal Decree No. M/34 (Law of Arbitration), 16 Apr.
2012, art. 9, § 3 (Kingdom of Saudi Arabia); 11 Williston on
Contracts § 30:25 (4th ed. 2021).
Finally, we reject the heirs’ contention that Chevron is
precluded from resisting enforcement of the award because
it did not first appeal to the arbitral tribunal or move to vacate
the award. The heirs rely on rules applicable to certain
domestic arbitrations under the Federal Arbitration Act. See
9 U.S.C. § 12; Brotherhood of Teamsters & Auto Truck
Drivers Local No. 70 v. Celotex Corp., 708 F.2d 488, 490
(9th Cir. 1983). But neither the New York Convention nor
its implementing statute contains such a rule.
We conclude that the district court reached the correct
result but, with respect to Chevron Corporation, incorrectly
attached a jurisdictional label to what should have been a
decision on the merits. The Supreme Court has held that we
may affirm a district court’s judgment if the court mistakenly

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16 AL-QARQANI V . C HEVRON
dismisses a claim for lack of subject-matter jurisdiction
rather than for failure to state a claim—remand in those
circumstances is “unnecessary” because it “would only
require a new Rule 12(b)(6) label for the same Rule 12(b)(1)
conclusion.” Morrison v. National Austl. Bank Ltd., 561 U.S.
247, 254 (2010); accord Seismic Reservoir 2020, Inc. v.
Paulsson, 785 F.3d 330, 332 (9th Cir. 2015). Here, the
proper disposition is not a dismissal under Rule 12(b)(6) but
a denial of the enforcement petition on the merits. See
TermoRio S.A. E.S.P. v. Electranta S.P., 487 F.3d 928, 940
(D.C. Cir. 2007). Because there is no reason to remand to the
district court simply to direct it to affix a new label to its
order, we affirm the judgment.
All pending motions are denied as moot.
AFFIRMED.

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