Tchacosh Company, Limited v. Rockwell International Corporation, and Rockwell International Systems, Inc.

Tchacosh Company, Ltd. (Tchacosh) appeals the district court’s judgment in favor of defendants-appellees Rockwell International Corporation and Rockwell International Systems, Inc. (Rockwell). It found that Tchacosh lacked capacity to sue, and granted summary judgment for Rockwell. We affirm.

FACTS

In November, 1978, Tchacosh entered into a subcontract with Rockwell for the construction of certain defense facilities at the Mehrabab Airport in Teheran, Iran. This subcontract was part of a prime contract Rockwell had entered into with the Government of Iran. Tchacosh’s action arises from its subcontract with Rockwell.

Throughout all relevant time periods Tchacosh has been a corporation organized and operating under the laws of Iran. When Rockwell subcontracted with Tcha-cosh only three authorities were authorized under Iranian law to manage a company such as Tchacosh: the general meetings of shareholders, the board of directors and the managing director. Prior to mid-1979, Hassan M. Hashemi was the managing director and chairman of the board of Tcha-cosh.

On June 14, 1979, the Government of Iran enacted the Temporary Director Act. This Act provides that the former directors of a…