[DO NOT PUBLISH]

In the

United States Court of Appeals

For the Eleventh Circuit

____________________

No. 21-13276

Non-Argument Calendar

____________________

EILEEN AGURCIA, 

MARCO AGURCIA, 

REGINA ANDERSON, 

HUGH ANDERSON, 

ANTIQUARE INTERNATIONAL, LTD, et al., 

Plaintiffs-Appellants,

versus

REPUBLICA DE HONDURAS, 

INSTITUTODE LA PROPIEDAD, 

EMPRESA NACIONAL DE ENERGIA ELECTRICA, 

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2 Opinion of the Court 21-13276

Defendants-Appellees.

____________________

Appeal from the United States District Court

for the Middle District of Florida

D.C. Docket No. 8:19-cv-00038-TPB-SPF

____________________

Before JORDAN, ROSENBAUM, and NEWSOM, Circuit Judges.

PER CURIAM:

A group of nearly 100 U.S. citizen investors in a mixed-use 

development located in Honduras sued the government of Honduras and two state-run entities after squatters took over the land 

surrounding the development and effectively shut down the project. The plaintiffs claim that, by allowing the squatters to occupy 

the land and devalue their investment, the government of Honduras has expropriated their property in violation of international law. 

The district court disagreed and dismissed the case for lack of subject-matter jurisdiction under the Foreign Sovereign Immunities 

Act (“FSIA”). In the court’s view, the plaintiffs failed to show that 

the FSIA’s expropriation exception applied for two independent 

reasons: (a) the plaintiffs’ property rights were not “taken in violation of international law,”; and (b) the defendants did not “engage[] 

in commercial activity in the United States.” See 28 U.S.C. 

§ 1605(a)(3). The plaintiffs challenge both rulings on appeal. 

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After careful review, we conclude that the plaintiffs have 

failed to show a taking of their property by Honduras within the 

meaning of the expropriation exception. We affirm on that 

ground, and do not address whether there is a sufficient commercial nexus to the United States.

I.

We take the following factual allegations from the plaintiffs’ 

amended complaint. The individual plaintiffs are U.S. citizen investors in the Honduras Development Project (the “Project”), conceived as a mixed-use development project located in San Pedro 

Sula, a city in northwest Honduras.1 The Project consisted of a 

residential development of roughly 420 homes, and a commercial 

development offering office, retail, and meeting spaces. By 2012, 

after rounds of financing and detailed planning, the Project had begun constructing and selling homes for the residential development. An appraisal of the land and its improvements from 2012

revealed that the value of the investors’ stock had doubled.

In March 2012, however, a group of squatters “overran the 

lands surrounding” the site of the Project, building roads and makeshift structures that would come to support a population of “thousands.” The squatters were led by a nongovernmental 

1 According to the amended complaint, the individual plaintiffs were “hardworking Americans,” ranging in age from 18 to 85 and hailing from all over 

the country, and sometimes overseas, who “invested most, if not all, of their 

retirement savings into the Honduras Development Project.”

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organization, the Confederación Nacional de Federaciones de 

Patronatos de Honduras (“Conafeph”), which advocates for the expropriation and transfer of private property to low-income individuals throughout Honduras. On one occasion, the squatters occupied a main highway, blocking access into or out of the Project for 

several days. The squatters also filed petitions to formally expropriate the land they were occupying—the privately-owned land 

surrounding the Project—on grounds of public need, and otherwise slowed development at the Project. These petitions were denied, but no action has been taken to remove the squatters.

Home sales in the Project plummeted because of the squatters’ presence and “the increase in crime and violence that followed” their arrival. As a result, the Project came to a standstill. 

Of the 420 houses planned as part of the residential development, 

only around 100 were sold, and nearly half of those were forfeited 

for non-payment. The commercial development phase did not 

move beyond some initial improvements.

The government of Honduras has supported the squatters, 

according to the plaintiffs, despite earlier promises to foreign investors that the country was “open for business.” The national power 

company, Empresa Nacional de Energia Electrica (“Power Company”), has failed to do anything about the squatters’ illegal electrical connections and refusal to pay for electrical services. In addition, officials with the Instituto de la Propiedad (“Property Institute”)—the government subdivision broadly responsible for, 

among other things, resolving conflicts regarding title to and 

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possession of real property—backed the squatters’ expropriation

petitions and falsely claimed that the Project had failed to submit 

proper development plans. Then, in 2015, the local government 

authority in San Pedro Sula announced its intention to rezone the 

lands occupied by the Project for low-income housing. The 

amended complaint also alleges that, “As part of the coordinated 

effort between the Honduran Government Defendants and the 

squatters, Plaintiffs believe that key documents regarding their 

ownership of the lands at issue have been removed from official 

land records, or otherwise altered.” The complaint gives no factual 

grounds for this belief, however.

In April 2018, representatives for the plaintiffs and the government of Honduras met to discuss issues related to the Project. 

During that meeting, the government representative “acknowledged that the squatters had taken the lands at issue” and pledged 

to “rectify the situation.” While his proposed resolutions were “insufficient,” according to the plaintiffs, they “confirmed Defendant 

Republic of Honduras’ recognition that it had worked an expropriation” by allowing the squatters’ actions. When the meeting 

ended, the government representative stated that he would arrange for a follow-up meeting with key government officials. Since 

then, though, the government of Honduras has not replied to the 

plaintiffs. 

II.

In January 2019, the plaintiffs—nearly 100 individual U.S. citizen investors and a few companies—filed their initial complaint in 

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federal court against the government of Honduras, the Property 

Institute, and the Power Company (collectively, “Honduras”), alleging a taking in violation of international law, conversion, and 

civil conspiracy. The plaintiffs maintained that Honduras was subject to suit in the United States because it had expropriated their 

property within the meaning of the expropriation exception to 

FSIA’s general grant of sovereign immunity. See 28 U.S.C. 

§ 1605(a)(3).2 Honduras did so, according to the complaint, by “allow[ing] thousands of squatters to take over the privately-owned 

lands surrounding the Honduras Development Project,” which 

stopped development of the project and devalued its assets significantly. 

Honduras filed a motion to dismiss for lack of jurisdiction, 

which the district court granted after a period of limited jurisdictional discovery. While the court found that the plaintiffs had a 

protected property interest in their investments in the Project, it 

concluded that the plaintiffs failed to demonstrate a taking of that 

property in violation of international law. The court explained that 

a “taking in violation of international law” means “the nationalization or expropriation of property without payment,” or some “action by a government to acquire property for itself, as in the 

2 As relevant here, 28 U.S.C. § 1605(a)(3) provides that a foreign state is not 

immune from the jurisdiction of courts in the United States “in any case in 

which rights in property taken in violation of international law are in issue[,] 

and that property . . . is owned or operated by an agency or instrumentality of 

the foreign state . . . engaged in a commercial activity in the United States.” 

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exercise of eminent domain.” But, in the court’s view, the plaintiffs 

failed to show that “their rights in their investments have been nationalized” or to cite any “legal authority showing Defendants’ actions (or inactions) here constitute expropriation of their investment.”

The district court also found that the expropriation exception did not apply for another reason: Honduras did not engage in 

commercial activity in the United States. The court stated that the 

plaintiffs identified “only one commercial activity,” a 2011 conference hosted in Honduras to encourage foreign investment in the 

country. But this conference was insufficient to establish a sufficient commercial nexus, according to the court, because the “promotion of trade is not a commercial activity,” and nothing in the 

record showed that Honduras “took steps within the United States 

to target investors.” 

In dismissing the complaint, the district court granted the 

plaintiffs leave to amend. The plaintiffs accepted the invitation and 

filed an amended complaint, but the district court concluded that 

it suffered from the same essential defects as the original complaint 

and dismissed the action. This appeal followed.

III.

We review de novo questions of subject-matter jurisdiction, 

including whether a district court may exercise jurisdiction over a 

case under the FSIA’s expropriation exception. Comparelli v. 

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Republica Bolivariana de Venezuela, 891 F.3d 1311, 1318, 1326–27 

(11th Cir. 2018). 

Ordinarily courts are limited to reviewing the face of the 

complaint when resolving a motion to dismiss. Id. at 1319. But

“challenges to jurisdiction under the expropriation exception, like 

other factual challenges to subject-matter jurisdiction under Rule 

12(b)(1), may be resolved by looking to material extrinsic from the 

pleadings, such as affidavits or testimony.” Id. at 1319–20. Here, 

though, the jurisdictional question did not “turn upon further factual development.” Bolivarian Republic of Venezuela v. Helmerich 

& Payne Int’l Drilling Co., 137 S. Ct. 1312, 1316 (2017). The district 

court appears to have based its decision on the amended complaint’s factual allegations, and the plaintiffs on appeal do not rely 

on any additional evidence. So we largely limit our review to the 

plaintiffs’ factual allegations, which we accept as true for purposes

of this appeal. See Devengoechea v. Bolivarian Republic of Venezuela, 889 F.3d 1213, 1220 (11th Cir. 2018).

IV.

The FSIA provides, with specified exceptions, that a “foreign 

state shall be immune from the jurisdiction of the courts of the 

United States and of the States.” 28 U.S.C. § 1604. One of the exceptions—the expropriation exception—says that a foreign state is 

not immune in any case “in which rights in property taken in violation of international law are in issue and that property . . . is 

owned or operated by an agency or instrumentality of the foreign 

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state . . . engaged in a commercial activity in the United States.” 28 

U.S.C. § 1605(a)(3). 

A plaintiff seeking to invoke jurisdiction over a foreign state 

under the expropriation exception “must show (1) that rights in 

property are at issue; (2) that property was taken; (3) that the taking 

was in violation of international law; and (4) that at least one of the 

two statutory nexus requirements are satisfied.” Comparelli, 891 

F.3d at 1319, 1326. In other words, “the relevant factual allegations 

must make out a legally valid claim that a certain kind of right is at 

issue (property rights) and that the relevant property was taken in 

a certain way (in violation of international law).” Helmerich, 137 

S. Ct. at 1316.

Under the FSIA, “expropriation is a uniquely sovereign act, 

as opposed to a private act.” Devengoechea, 889 F.3d at 1228. 

“FSIA expropriation involves sovereign ‘takings’ of property, without just compensation.” Id. So for the purposes of construing the 

FSIA and the expropriation exception, “expropriation refers to only 

the state’s use of its sovereign power to take property.” Id. at 1229. 

We applied these principles in Devengoechea, holding that the expropriation exception did not apply because the foreign state “did 

not invoke any of its sovereign powers” to obtain the plaintiff’s 

property.

Here, the district court properly concluded that the plaintiffs 

failed to establish jurisdiction over Honduras under the expropriation exception. The plaintiffs have not demonstrated a taking of 

their property through an exercise of Honduras’s sovereign power. 

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At the outset, we note that the plaintiffs do not identify with 

any precision the legal theory under which Honduras’s actions allegedly constitute a taking. See, e.g., Cedar Point Nursery v. Hassid, 141 S. Ct. 2063, 2071–72 (2021) (describing types of takings recognized in Fifth Amendment jurisprudence); Lingle v. Chevron 

U.S.A., Inc., 544 U.S. 528, 537–39 (2005) (same). 

The plaintiffs do not appear to assert a physical taking. See 

Cedar Point, 141 S. Ct. at 2071. They did not allege any physical 

taking of or intrusion on the Project’s land, either by the squatters 

or the government, apart from the squatters’ blocking of highway 

access for several days and some criminal activity. Rather, it appears the Project has not been occupied and continues to be privately owned property. The only property occupied by the squatters is privately owned land adjacent to the Project, and nothing in 

the record suggests that the plaintiffs own or have any investments 

in that land. 

While the plaintiffs accuse Honduras of “undermin[ing]” 

their property rights by supporting the squatters, they fall short of 

showing that this conduct culminated in a “taking” of their property. See 28 U.S.C. § 1605(a)(3); Devengoechea, 889 F.3d at 1228–

29. The plaintiffs alleged that the Property Institute supported the 

squatters’ expropriation petitions, but it appears those petitions 

concerned the occupied lands surrounding the Project, not the site 

of the Project itself, and the petitions were denied, so no expropriation ultimately occurred. Similarly, even if we assume it would 

constitute a taking had the local government rezoned lands 

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occupied by the Project, the plaintiffs do not suggest that the local 

government has moved forward with this plan since announcing 

its intentions in 2015. In sum, we see no grounds to conclude that 

this conduct, though adverse to the plaintiffs, amounted to a taking. 

Nor have the plaintiffs offered sufficient factual allegations 

to show the substantial equivalent of a regulatory taking. See 

Lingle, 544 U.S. at 538–39. The plaintiffs blame Honduras for devaluing their investment in the Project by failing to take action 

against the squatters, such as cutting off electrical service. But they 

fail to explain how their “rights in [that investment]” were taken by 

the government, even assuming Honduras’s failure to act affected 

the value of the investment negatively. See 28 U.S.C. § 1605(a)(3). 

They cite no authority to support their claim that the loss of value 

in their investment amounted to a taking under the FSIA. 

Although a nonphysical taking can arise from government 

action that goes too far in interfering with legitimate property interests, see Lingle, 544 U.S. at 539–40, a mere diminution in value

usually does not amount to a taking. See, e.g., Penn Cent. Transp. 

Co. v. New York City, 438 U.S. 104, 131 (1978) (“Appellants concede that the decisions sustaining other land-use regulations . . . 

uniformly reject the proposition that diminution in property value, 

standing alone, can establish a ‘taking’ . . .”); Baytree of Inverrary 

Realty Partners v. Lauderhill, 873 F.2d 1407, 1410 (11th Cir. 1989) 

(“Neither deprivation of the most beneficial use of land, nor a severe decrease in the value of property, measures up to an unlawful 

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taking.”). And the plaintiffs do not identify any circumstances here

that would warrant a departure from that norm. 

Not only that, but to the extent the plaintiffs have established a severe intrusion on their property interests, we cannot, on 

this record, attribute that intrusion to an exercise of Honduras’s 

sovereign power. According to the amended complaint, the squatters were led by Conafeph, a nongovernmental organization. And 

there are no factual allegations reflecting communication or coordination between Conafeph or the squatters and the government. 

At best, the amended complaint vaguely hints at a conspiracy to 

alter property records: “As part of the coordinated effort between 

the Honduran Government Defendants and the squatters, Plaintiffs believe that key documents regarding their ownership of the 

lands at issue have been removed from official land records, or otherwise altered.” But the record lacks any allegations to support this 

conclusory accusation, including, for example, who altered the records, in what ways, or what “coordinat[ion]” was involved. Cf. 

Oxford Asset Mgmt., Ltd. v. Jaharis, 297 F.3d 1182, 1188 (11th Cir. 

2002) (“[C]onclusory allegations, unwarranted deductions of facts 

or legal conclusions masquerading as facts will not prevent dismissal.”). The plaintiffs’ belief alone is insufficient to impute the squatters’ conduct to the government of Honduras.

Finally, we are not persuaded that Honduras has “acknowledged that a taking occurred,” as the plaintiffs claim. The amended 

complaint alleges that, at the April 2018 meeting, a government 

representative “acknowledged that the squatters had taken the 

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lands at issue”—that is, the lands surrounding the Project, the only 

lands allegedly occupied by the squatters—and “pledged the support of [Honduras] to rectify the situation,” raising several potential resolutions. The pleading then assumes that these proposed 

resolutions “confirmed [Honduras’s] recognition that it had 

worked an expropriation.” But without any further details about 

the representative’s comments, we cannot tell whether the plaintiffs’ inference is reasonable or even plausible—especially because 

the statement attributed to the representative refers to only the 

lands surrounding the Project, not the lands of the Project itself. 

Regardless, “calling an action expropriation does not make 

it expropriation as a matter of law.” Devengoechea, 889 F.3d at 

1230. Rather, “FSIA expropriation has a very precise meaning.” Id. 

And to establish jurisdiction under the FSIA, the plaintiffs must 

show to the court that Honduras’s actions satisfy that precise 

meaning. See id. (“FSIA expropriation has a very precise meaning, 

and on this record, Venezuela’s actions do not satisfy it.”); 

Helmerich, 137 S. Ct. at 1316. But as we just explained, the plaintiffs’ factual allegations are insufficient to show that their property 

rights were taken through an exercise of Honduras’s sovereign 

power, as required to exercise jurisdiction under § 1605(a)(3). See

Devengoechea, 889 F.3d at 1228–29. 

For these reasons, we affirm the district court’s dismissal of 

the plaintiffs’ claims for lack of subject-matter jurisdiction under 

the FSIA. 

AFFIRMED.

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