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Opinion of the Court
JUSTICE SCALIA delivered the opinion of the Court.
This case requires us to decide whether the Republic of Argentina's default on certain bonds issued as part of a plan to stabilize its currency was an act taken “in connection with a commercial activity” that had a “direct effect in the United States” so as to subject Argentina to suit in an American court under the Foreign Sovereign Immunities Act of 1976, 28 U. S. C. $ 1602 et seq.
I Since Argentina's currency is not one of the mediums of exchange accepted on the international market, Argentine businesses engaging in foreign transactions must pay in United States dollars or some other internationally accepted currency. In the recent past, it was difficult for Argentine borrowers to obtain such funds, principally because of the instability of the Argentine currency. To address these problems, petitioners, the Republic of Argentina and its central bank, Banco Central (collectively Argentina), in 1981 instituted a foreign exchange insurance contract program (FEIC), under which Argentina effectively agreed to assume the risk of currency depreciation in cross-border transactions involving Argentine borrowers. This was accomplished by Argentina's agreeing to sell to domestic borrowers, in exchange for a contractually predetermined amount of local currency, the necessary United States dollars to repay their foreign debts when they matured, irrespective of intervening devaluations.
Unfortunately, Argentina did not possess sufficient reserves of United States dollars to cover the FEIC contracts as they became due in 1982. The Argentine Government thereupon adopted certain emergency measures, including refinancing of the FEIC-backed debts by issuing to the creditors government bonds. These bonds, called “Bonods,” provide for payment of interest and principal in United States dollars; payment may be made through transfer on the London, Frankfurt, Zurich, or New York market, at the election
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of the creditor. Under this refinancing program, the foreign creditor had the option of either accepting the Bonods in satisfaction of the initial debt, thereby substituting the Argentine Government for the private debtor, or maintaining the debtor/creditor relationship with the private borrower and accepting the Argentine Government as guarantor.
When the Bonods began to mature in May 1986, Argentina concluded that it lacked sufficient foreign exchange to retire them. Pursuant to a Presidential Decree, Argentina unilaterally extended the time for payment and offered bondholders substitute instruments as a means of rescheduling the debts. Respondents, two Panamanian corporations and a Swiss bank who hold, collectively, $1.3 million of Bonods, refused to accept the rescheduling and insisted on full payment, specifying New York as the place where payment should be made. Argentina did not pay, and respondents then brought this breach-of-contract action in the United States District Court for the Southern District of New York, relying on the Foreign Sovereign Immunities Act of 1976 as the basis for jurisdiction. Petitioners moved to dismiss for lack of subject-matter jurisdiction, lack of personal jurisdiction, and forum non conveniens. The District Court denied these motions, 753 F. Supp. 1201 (1991), and the Court of Appeals affirmed, 941 F. 2d 145 (CA2 1991). We granted Argentina's petition for certiorari, which challenged the Court of Appeals' determination that, under the Act, Argentina was not immune from the jurisdiction of the federal courts in this case. 502 U. S. 1024 (1992).
The Foreign Sovereign Immunities Act of 1976 (FSIA), 28 U. S. C. $ 1602 et seq., establishes a comprehensive framework for determining whether a court in this country, state or federal, may exercise jurisdiction over a foreign state. Under the Act, a “foreign state shall be immune from the jurisdiction of the courts of the United States and of the
Opinion of the Court
States” unless one of several statutorily defined exceptions applies. $1604 (emphasis added). The FSIA thus provides the “sole basis” for obtaining jurisdiction over a foreign sovereign in the United States. See Argentine Republic v. Amerada Hess Shipping Corp., 488 U. S. 428, 434-439 (1989). The most significant of the FSIA's exceptions—and the one at issue in this case—is the "commercial” exception of § 1605(a)(2), which provides that a foreign state is not immune from suit in any case
“in which the action is based upon a commercial activity carried on in the United States by the foreign state; or upon an act performed in the United States in connection with a commercial activity of the foreign state elsewhere; or upon an act outside the territory of the United States in connection with a commercial activity of the foreign state elsewhere and that act causes a direct effect in the United States." $ 1605(a)(2).
In the proceedings below, respondents relied only on the third clause of $ 1605(a)(2) to establish jurisdiction, 941 F. 2d, at 149, and our analysis is therefore limited to considering whether this lawsuit is (1) “based ... upon an act outside the territory of the United States”; (2) that was taken “in connection with a commercial activity” of Argentina outside this country; and (3) that “cause[d] a direct effect in the United States.”] The complaint in this case alleges only one cause of action on behalf of each of the respondents, viz., a breach-of-contract claim based on Argentina's attempt to refinance the Bonods rather than to pay them according to their terms. The fact that the cause of action is in compliance with the first of the three requirements—that it is "based upon an act outside the territory of the United
1 It is undisputed that both the Republic of Argentina and Banco Central are “foreign states” within the meaning of the FSIA. See 28 U. S. C. $$ 1603(a), (b) (“[F]oreign state” includes certain "agenc[ies) or instrumentalit[ies] of a foreign state”).
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States” (presumably Argentina's unilateral extension)—is uncontested. The dispute pertains to whether the unilateral refinancing of the Bonods was taken “in connection with a commercial activity” of Argentina, and whether it had a "direct effect in the United States." We address these issues in turn.
A Respondents and their amicus, the United States, contend that Argentina's issuance of, and continued liability under, the Bonods constitute a “commercial activity” and that the extension of the payment schedules was taken “in connection with” that activity. The latter point is obvious enough, and Argentina does not contest it; the key question is whether the activity is "commercial" under the FSIA. The FSIA defines "commercial activity” to mean:
“[E]ither a regular course of commercial conduct or a particular commercial transaction or act. The commercial character of an activity shall be determined by reference to the nature of the course of conduct or particular transaction or act, rather than by reference to its
purpose.” 28 U. S. C. $ 1603(d). This definition, however, leaves the critical term "commercial” largely undefined: The first sentence simply establishes that the commercial nature of an activity does not depend upon whether it is a single act or a regular course of conduct; and the second sentence merely specifies what element of the conduct determines commerciality (i. e., nature rather than purpose), but still without saying what “commercial” means. Fortunately, however, the FSIA was not written on a clean slate. As we have noted, see Verlinden B. V. v. Central Bank of Nigeria, 461 U. S. 480, 486–489 (1983), the Act (and the commercial exception in particular) largely codifies the so-called “restrictive” theory of foreign sovereign immunity first endorsed by the State Department in 1952. The meaning of “commercial” is the meaning generally attached to that
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term under the restrictive theory at the time the statute was enacted. See McDermott Int'l, Inc. v. Wilander, 498 U. S. 337, 342 (1991) (“[W]e assume that when a statute uses [a term of art), Congress intended it to have its established meaning”); NLRB v. Amax Coal Co., 453 U. S. 322, 329 (1981); Morissette v. United States, 342 U. S. 246, 263 (1952).
This Court did not have occasion to discuss the scope or validity of the restrictive theory of sovereign immunity until our 1976 decision in Alfred Dunhill of London, Inc. v. Republic of Cuba, 425 U. S. 682. Although the Court there was evenly divided on the question whether the “commercial” exception that applied in the foreign-sovereignimmunity context also limited the availability of an act-ofstate defense, compare id., at 695–706 (plurality opinion), with id., at 725-730 (Marshall, J., dissenting), there was little disagreement over the general scope of the exception. The plurality noted that, after the State Department endorsed the restrictive theory of foreign sovereign immunity in 1952, the lower courts consistently held that foreign sovereigns were not immune from the jurisdiction of American courts in cases "arising out of purely commercial transactions,” id., at 703, citing, inter alia, Victory Transport, Inc. v. Comisaria General, 336 F. 2d 354 (CA2 1964), cert. denied, 381 U. S. 934 (1965), and Petrol Shipping Corp. v. Kingdom of Greece, 360 F. 2d 103 (CA2), cert. denied, 385 U. S. 931 (1966). The plurality further recognized that the distinction between state sovereign acts, on the one hand, and state commercial and private acts, on the other, was not entirely novel to American law. See 425 U. S., at 695–696, citing, inter alia, Parden v. Terminal Railway of Alabama Docks Dept., 377 U. S. 184, 189–190 (1964) (Eleventh Amendment immunity); Bank of United States v. Planters' Bank of Georgia, 9 Wheat. 904, 907–908 (1824) (same); New York v. United States, 326 U. S. 572, 579 (1946) (opinion of Frankfurter, J.) (tax immunity of States); and South Carolina v. United States, 199 U. S. 437, 461-463 (1905) (same). The plurality