Gaines Motor Lines, Inc. v. Klaussner Furniture Ind., No. 12-2269 (4th Cir. 2013)

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Justia Opinion Summary

Motor Carriers filed suit against defendants under 49 U.S.C. 13706(b) of the Interstate Commerce Commission Termination Act. At issue was whether, absent a federal tariff, federal courts have subject matter jurisdiction over a motor carrier's breach of contract claim against a shipper for unpaid freight charges. The court concluded that it lacked jurisdiction over the appeal under the Act, finding that the district court lacked jurisdiction to adjudicate the dispute. Accordingly, the court vacated the judgment of the district court and remanded with instructions to dismiss.

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PUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 12-2269 GAINES MOTOR LINES, INC.; B.A.H. EXPRESS, INC.; FREIGHTMASTER, INC.; DAVID PHILLIPS TRUCKING CO.; H.G. SMITH COMPANY, INC.; TRIANGLE TRANSPORT AND DISTRIBUTION SERVICES, LLC; GRAHAM TRUCKING ENTERPRISES, INC.; BIG BEN TRUCKING, LLC, Plaintiffs - Appellants, and SOUTHLAND TRANSPORTATION COMPANY, Plaintiff, v. KLAUSSNER FURNITURE INDUSTRIES, INC., Defendant Appellee, and SALEM INC., LOGISTICS TRAFFIC SERVICES, LLC; SALEM LOGISTICS, Defendants. Appeal from the United States District Court for the Middle District of North Carolina, at Greensboro. James A. Beaty, Jr., District Judge. (1:09-cv-00302-JAB-JEP) Argued: September 18, 2013 Decided: Before SHEDD, DUNCAN, and KEENAN, Circuit Judges. October 30, 2013 Vacated and remanded with instructions by published opinion. Judge Duncan wrote the opinion, in which Judge Shedd and Judge Keenan joined. ARGUED: Robert D. Moseley, Jr., SMITH MOORE LEATHERWOOD LLP, Greenville, South Carolina, for Appellants. James Aaron Dean, WOMBLE CARLYLE SANDRIDGE & RICE, PLLC, Winston-Salem, North Carolina, for Appellee. ON BRIEF: C. Fredric Marcinak III, SMITH MOORE LEATHERWOOD LLP, Greenville, South Carolina, Jon Berkelhammer, SMITH MOORE LEATHERWOOD LLP, Greensboro, North Carolina, for Appellants. Michael Montecalvo, WOMBLE CARLYLE SANDRIDGE & RICE, PLLC, Winston-Salem, North Carolina, for Appellee. 2 DUNCAN, Circuit Judge: In this appeal, we address a question of first impression in this circuit: whether, absent a federal tariff, federal courts have subject matter jurisdiction over a motor carrier s breach of contract claim against a shipper for unpaid freight charges. For the reasons that follow, we find that the district court lacked jurisdiction to adjudicate this dispute, and we lack jurisdiction over this appeal. district court s opinion and Accordingly, we vacate the remand with licensed motor instructions to dismiss. I. A. Appellants Carriers ) who are federally transport goods in carriers interstate ( Motor commerce. Appellee, Klaussner Furniture Industries, Inc. ("Klaussner"), is a furniture company headquartered in Asheboro, North Carolina. The parties, with the exception of Appellant Graham Trucking Enterprises, Inc., are incorporated under North Carolina law. Prior to the summer of 2007, Klaussner contracted directly with the Motor Carriers to deliver its furniture to corporate customers, including furniture retailers and renters, both in and outside of North Carolina. The Motor Carriers would submit 3 quoted rates directly to Klaussner who would then pick amongst the bids for each shipment. Then, in August 2007, Klaussner contracted with a thirdparty broker, Salem Logistics Traffic Services, LLC ( Salem ), to coordinate all shipping logistics. Salem charged Klaussner a uniform rate that was generally higher than the Motor Carriers individual bids. In return, Salem promised to reduce costs and improve service customer Klaussner expected customers to by coordinating for its deduct each scheduled commission, stops to shipment. and then multiple Salem pay the was motor carriers. Doyle Vaughn, a Klaussner employee, personally notified the Motor Carriers Salem. that they would begin working directly with Shortly thereafter, Salem hired Vaughn, who continued to work from the same desk at Klaussner. Vaughn notified the Motor Carriers of his change in employment. The Motor Carriers also received a series of documents, several of explaining which Salem s bore both new Klaussner s role. Salem s and Salem s Vice logos, President of Logistics, Ralph Raymond, sent a letter explaining that Salem would manage all freight payment responsibilities. J.A. 454. The Motor Carriers were sent a Fuel Surcharge Addendum, a Mutual Non-Disclosure submitting Agreement, quotes. and Finally, instructions Klaussner s 4 from Vice Salem on President of Supply Chain, Chuck Miller, sent instructions to submit freight bills designated Furniture c/o address. party payment to Logistics Inc. and listed delivery Salem third the then Klaussner Salem s J.A. 461. Each required Verbal as furniture three Rate Delivery documents: Agreement Schedule a Motor Confirmation ( Agreement ); ( Schedule ); and a a Carriers of Contract Carrier bill undertook of Carrier Pickup lading. and The Agreement memorialized the rate agreed upon by Salem and the chosen motor carrier, and included the total freight charge for the load. A freight charge includes the agreed upon rate and standardized fees, such as a fuel charge. The Agreement was signed by the motor carrier and does not mention Klaussner. The Schedule listed the pick-up location as Klaussner Furniture and the destination address. Salem s address is listed under the Bill-To & Contact Information section. The bills of lading executed by Klaussner and the Motor Carriers contained standardized provisions generally used in the trucking industry. Each bill of lading listed a motor carrier, a consignor, and a consignee. the consignor. consignee. The party who recieves the goods is the Here, Klaussner was the consignor, and Klaussner s customer was the consignee. statement: The party shipping the goods is freight The bills of lading contained the charges are 5 prepaid unless marked otherwise, and three options: Prepaid, Collect, and 3rd Party. 1 Most of the relevant bills of lading bills of lading were marked Prepaid. The contained an executed non-recourse provision that stated: SUBJECT TO SECTION 7 OF CONDITIONS, IF THIS SHIPMENT IS TO BE DELIVERED TO THE CONSIGNEE WITHOUT RECOURSE ON THE CONSIGNOR, THE CONSIGNOR SHALL SIGN THE FOLLOWING STATEMENT: THE CARRIER SHALL NOT MAKE DELIVERY OF THIS SHIPMENT WITHOUT PAYMENT OF FREIGHT AND ALL OTHER LAWFUL CHARGES. Klaussner Furniture Industries, Inc. BY: CAM SMITH 2 J.A. 477-79. This non-recourse language was repeated, but not executed, in small print at the bottom of the bills of lading. After initially making payments to the Motor Carriers, Salem defaulted on its obligations and ultimately went out of business. The Motor Carriers filed this action in the Middle District of North Carolina under 49 U.S.C. § 13706(b) of the Interstate Commerce Commission Termination Act against Klaussner 1 The parties dispute the meaning of Prepaid but agree that, at minimum, it protects the consignee from liability for freight charges. Collect generally means the consignee is liable for the charges. 3rd Party may be used to indicate that a third party, such as a broker, is responsible for the charges. 2 A non-recourse provision generally protects the shipper from liability for freight charges once the goods are delivered to the consignee. See Illinois Steel Co. v. Baltimore & O. R. Co., 320 U.S. 508, 514 (1944). 6 and Salem 3 on April 22, 2009 to recover freight charges Salem had failed to pay. the $562,326.30 in In the alternative, the Motor Carriers sought to recover based on theories of unjust enrichment and equitable estoppel. After discovery, the Motor Carriers and Klaussner filed cross-motions for summary judgment. B. At the summary judgment hearing, the Motor Carriers first argued that, designated freight as a Prepaid, charges, provision matter or a the even of law, shipper when third-party when is there broker bill always is is a also of lading is liable for the a non-recourse involved. 4 Klaussner countered that a Prepaid designation on a bill of lading means only that charges. the consignee Klaussner will argued not that be a liable for the non-recourse freight provision protects a shipper from liability for any charges above what it agreed to pay. In this case, Klaussner claimed it fulfilled its contractual obligations by paying Salem. 3 By the summary judgment stage of the litigation, Salem had withdrawn. Salem is not a party to this appeal. 4 The Motor Carriers also claimed the non-recourse provision was unenforceable because the non-recourse language in the footnote rendered it ambiguous. The district court found that because the language in the footnote was not executed, it was irrelevant to its analysis. 7 The district court granted Klaussner s motion for summary judgment on this issue, finding that the non-recourse provision protected Klaussner from double payment as a matter of law. The district court agreed with Klaussner that under Illinois Steel Co. v. Baltimore & O.R. Co., 320 U.S. 508 (1944), a non-recourse provision continues to protect shippers from any liability beyond its contractual obligations even when a bill of lading is also designated Prepaid. The district court acknowledged that the designation of Prepaid instead of 3rd party on the bills of lading introduced some doubt as to whether the Motor Carriers should have charges. expected a third-party broker to pay shipping However, the court found that, given Vaughn s verbal explanation of Salem s role and the multiple confirming documents, the Motor Carriers were on notice to expect payment from Salem. The Motor liability Carriers under actual also and sought to apparent establish agency Klaussner s theories. The district court held, however, that the Motor Carriers agency arguments failed to create a triable issue of fact. The district court found that the only fact on the record to support the Motor Carriers actual agency argument was that Vaughn continued to work from the same desk at Klaussner after Salem hired him. Standing alone, this continuity failed to indicate Klaussner retained the right to control [Salem]. 8 Hylton v. Koontz, 532 omitted). S.E.2d The 252, district 257 (N.C. court 2000) held that (internal the Motor citations Carriers apparent agency argument failed because the documents with the dual logos, upon which the Motor Carriers argument relied, were insufficient to suggest that Klaussner led the Motor Carriers to reasonably believe Salem was its agent. This appeal followed. II. A. In a somewhat unusual twist, it was Klaussner, the prevailing party below, that argued for the first time on appeal that the district court lacked jurisdiction over this dispute. The timing, of course, does not affect our obligation to assure ourselves of our jurisdiction. A challenge to a federal court s jurisdiction can never be forfeited or waived because it concerns our very power to hear a case. United States v. Beasley, 495 F.3d 142, 147 (4th Cir. 2007) (quoting United States v. Cotton, 535 U.S. 625, 630 (2002)). In fact, we have an independent obligation to assess [our] subject-matter jurisdiction in every case, whether or not it is challenged. Constantine v. Rectors & Visitors of George Mason Univ., 411 F.3d 474, 480 (4th Cir. 2005). The party seeking to adjudicate a matter in federal court must allege and, when challenged, must demonstrate the federal 9 court s jurisdiction over the matter. Strawn v. AT&T Mobility LLC, 530 F.3d 293, 296 (4th Cir. 2008). The Motor Carriers first argue that Congress granted federal courts jurisdiction over their claim under Termination Act ( ICCTA ). the Interstate Commerce Commission Alternatively, they contend that the ICCTA preempts their state law breach of contract claim. The Motor Carriers argue, therefore, that we should create a cause of action under federal common law or they will have no forum in which to adjudicate this dispute. B. Issues of subject matter jurisdiction are questions of law which we review de novo. 811, 815 (4th Cir. 2004) Dixon v. Coburg Dairy, Inc., 369 F.3d (en banc). Were we to reach the merits, we would review de novo the district court s grant of summary judgment, viewing the facts in the light most favorable to the non-moving party. 148 (4th Cir. 1998). See LeBlanc v. Cahill, 153 F.3d 134, Summary judgment is appropriate only where there is no genuine issue of material fact and the moving party is entitled to a judgment as a matter of law. Fed. R. Civ. P. 56(a). III. Our jurisdiction in this case depends upon whether, absent a federal tariff, Congress intended federal courts to adjudicate 10 motor carriers ICCTA. claims Within for unpaid constitutional freight bounds, charges Congress under decides cases the federal courts have jurisdiction to consider. v. Russell, 551 U.S. 205, 212 (2007). the what Bowles As a court of limited jurisdiction, we will guard against reading Congress s grant of authority to the federal courts more broadly than intended. See Kokkonen v. Guardian Life. Ins. Co. of Am., 511 U.S. 375, 377 (1994). The issues before us have their genesis in the deregulation of the trucking industry Congress effected by passing the ICCTA. Therefore, a brief history of the scope of federal regulation of the trucking industry is useful at the outset. A. In 1935, Congress passed the Motor Carrier Act, which extended to motor carriers the tariff system that banned price competition between railroads under the Interstate Commerce Act ( ICA ). See Munitions Carriers Conference, States, 137 F.3d 1027, 1028 (D.C. Cir. 1998). Inc. v. United Motor carriers were required to file a tariff that included their prices and conditions U.S.C. § with the 10762(a)(1) Interstate (repealed Commerce Commission. 1995). Motor carriers See 49 could charge each shipper only the rate in the filed tariff and could 11 not give any shipper preferential treatment. See 49 U.S.C. §§ 10761(a), 10735(a)(1) (repealed 1995). In Thurston Motor Lines, Inc. v. Jordan K. Rand, Ltd., 460 U.S. 533 (1983), the Supreme Court affirmed Louisville & Nashville R. v. Rice, 247 U.S. 201 (1918) where it squarely held that federal-question jurisdiction existed over a suit to recover [unpaid freight charges]. Thurston, 460 U.S. at 555 ( A carrier's claim is, of necessity, predicated on the tariffnot an understanding with the shipper. ); see also Illinois Steel v. Baltimore & O. R. Co., 320 U.S. 508, 511 (1944). In these cases, the parties dut[ies] and obligation[s] . . . depend[ed] upon the federally filed tariff. Thurston, 460 U.S. at 555 (quoting Louisville, 247 U.S. at 202). Thus, the tariff was the Act of Congress regulating commerce under which we had federal question jurisdiction pursuant to 28 U.S.C. § 1337(a). After motor carriers operated under the tariff-filing regime for sixty years, Congress determined that the trucking industry had become a mature, highly competitive industry where competition disciplines rates far better than tariff filing and regulatory intervention. S. Rep. No. 104-176, at 10 (1995). Thus, Congress passed the ICCTA because pervasive regulation of the industry had outlived its usefulness. 12 Id. When the ICCTA went into effect on January 1, 1996, it repealed price controls for all but two specialized areas of the trucking industry. Motor carriers transporting household goods or engaged in noncontiguous domestic trade 5 remained subject to the tariff-filing requirement. (B). In regulation small these was two still shippers See 49 U.S.C. § 13701(a)(1)(A)- areas, in Congress the public contracting to determined interest. ship at noncontiguous transport. 11. The household tariff trade domestic Id. at requirement would 10. All other automatically voided by the ICCTA. price Consumers continue to be shielded from potential abuses. 104-176, that goods and would See S. Rep. No. in the area of facilitate intermodal tariffs file on were See 49 U.S.C. § 13710(a)(4). Congress did not, however, abandon all federal regulation of the motor carriers competition. The that Surface were freed to Transportation engage Board in price ( STB ) maintained jurisdiction over all motor carriers who transport goods in interstate commerce and between the United States and its territories or a foreign country. (E). 49 U.S.C. § 13501(1)(A)- All motor carriers subject to the STB s jurisdiction must satisfy licensing requirements by 5 meeting safety, employment, Noncontiguous domestic trade is transportation originating in or destined to Alaska, Hawaii, or a territory or possession of the United States. 49 U.S.C. § 13102(17). 13 and accessibility standards. 49 U.S.C. § 13902(a). Congress s goal in passing the ICCTA was to strike a good balance between deregulation and preserving very important safety and economic regulatory powers . . . to protect shippers against abuses that will not be remedied by competition. 141 Cong. Rec. 32406 (1995); see also S. Rep. No. 104-176, at 9 (1995) Against this framework, we must determine whether Congress intended to grant federal courts jurisdiction over federally licensed motor carriers claims for unpaid freight charges when they were not required to file a tariff. We turn now to the question of whether the ICCTA provides such authority. B. We begin authorizes by federally examining 49 licensed motor private contracts with shippers. this authorization alone U.S.C. is § carriers 14101(b), to enter which into The Motor Carriers argue that sufficient to establish our jurisdiction over their claim. As in any case of statutory interpretation, we begin with an analysis of the statutory language. Chris v. Tenet, 221 F.3d 648, 651-52 (4th Cir. 2000) (citing Landreth Timber Co. v. Landreth, 471 U.S. 681, 685 (1985)). The meaning of a statutory provision is not to be determined in isolation; we look not only to the particular statutory language, but to the statute as 14 a whole and to its object and policy. Crandon v. United States, 494 U.S. 152, 158 (1990) (internal citations omitted). 1. Section 14101(b)(1) provides: In general. A carrier providing transportation or service subject to jurisdiction under chapter 135 may enter into a contract with a shipper, other than for the movement of household goods described in section 13102(10)(A), to provide specified services under specified rates and conditions . . . . 49 U.S.C. § 14101(b)(1). This privately prior section of negotiate the ICCTA authorizes their rates with tariff-filing requirement. motor shippers, In fact, carriers replacing this to the section authorizes one of the two categories of motor carriers still subject to the tariff-filing requirement, carriers involved in noncontiguous rate schedule. domestic trade, to contract See 49 U.S.C. § 13702(b). around the federal Section 14101(b)(1) only excludes motor carriers transporting household goods. If a party to a contract authorized by § 14101(b)(1) wants to sue for breach of contract, § 14101(b)(2) provides: The exclusive remedy for any alleged breach of a contract entered into under this subsection shall be an action in an appropriate State court or United States district court, unless the parties otherwise agree. 49 U.S.C. § 14101(b)(2). 15 The mere fact that Congress authorized motor carriers to privately negotiate rates in § 14101(b)(1) does not imply that Congress intended § 14101(b)(2) to federalize every resulting breach of contract claim. reflects Congress s goal Section 14101(b)(2) more accurately of reducing federal involvement in motor carriers private contracts. The fact that the exclusive remedy § for breach of contract in 14101(b)(2) is judicial, rather than administrative, gains significance in contrast to the remedies tariff. available to motor carriers operating under When their rates are based on a federal tariff, motor carriers can petition the STB for administrative remedies. 49 a U.S.C. § 13702(b)(6). When their rates are based See on a private contract, however, the motor carriers can only sue in an appropriate court. Of forum course, to for adjudicate a federal a court dispute, to the establish a basis for our jurisdiction. be the appropriate aggrieved party must See United States ex rel. Vuyyuru v. Jadhav, 555 F.3d 337, 347 (4th Cir. 2009); cf. Ruckelshaus v. Sierra Club, 463 U.S. 680, 683 (1983) (defining appropriate as specially suitable: fit, proper ). For example, although not satisfied in this case, the requirements for diversity jurisdiction are likely often met when motor carriers contract with shippers to transport goods given the interstate nature of the trucking industry. 16 See 28 U.S.C. § 1332. 6 to the The Motor Carriers have established that they are subject STB s jurisdiction interstate commerce. because they transport goods in As a result, their contract with Klaussner was authorized by § 14101(b)(1). However, this authorization alone does not provide us with jurisdiction over their breach of contract claim. 2. Comparing § 14706(d) to § 14101(b)(2) also helps to clarify the limited scope of the latter. Section 14706(a)(1) 7 provides that motor carriers are liable for goods damaged in transit. Section 14706(d) authorizes parties seeking damages against a motor carrier to file suit in a United States district court or in a State court. 49 U.S.C. § 14706(d)(3). In every case brought under § 14706(a)(1), federal jurisdiction is established because the claimant is enforcing a federal statutory right. 6 One of the threshold requirements to establish our jurisdiction under § 1332, complete diversity of citizenship between each plaintiff and each defendant, is not met in this case because Klaussner and all but one of the Motor Carriers are incorporated under North Carolina law. See Exxon Mobil Corp. v. Allapattah Services, Inc., 545 U.S. 546, 553 (2005); see also 28 U.S.C. § 1332(c)(1)(B) ( [A] corporation shall be deemed to be a citizen of every State . . . by which it has been incorporated ). 7 The Motor Carriers argue that § 14706(a)(1) establishes our jurisdiction over this case. However, this section addresses claims against motor carriers for damages. It does not apply to our case, where motor carriers have filed suit against a shipper to recover freight charges. 17 Thus, the limiting 14706(d)(3). word appropriate does not appear in § Section 14101(b)(1), by contrast, authorizes motor carriers and shippers to enter into private contracts. It does not with provide either the federal statutory right contract claim. When authorized by § motor to carrier enforce operating 14101(b)(2) or in the a under instead of shipper routine a breach private a a of contract federal tariff, therefore, a party must first establish an alternative basis for our jurisdiction before we can adjudicate their dispute. In this case, the Motor Carriers have failed to meet this threshold requirement. C. We now turn to the sections of the ICCTA that directly address motor carriers billing and collection practices to determine whether our jurisdiction can be established under one of these provisions. See 49 U.S.C. § 13701 et seq. Contrary to the Motor Carriers arguments on appeal, these sections do not provide motor carriers with a federal cause of action when they sue a shipper contract. for unpaid freight charges under a private We discuss each briefly. 1. The Motor Carriers first argue that 49 U.S.C. § 13710(a)(1) is the functional equivalent of the tariff-filing requirement, 18 and therefore, provides a continuing basis for our jurisdiction. This section requires motor carriers to provide shippers with a written or electronic copy of the rate, classification, rules, and practices, upon which any rate applicable to its shipment or agreed to between 13710(a)(1). contracting apply. [the parties] is based. 49 U.S.C. § When motor carriers rates are based on a private process, Even if it it is unclear did, this how this section provision is a would disclosure requirement, and does not impose any obligations regarding the rates actually charged. a tariff requirement, It is not, therefore, the equivalent of and does not provide a basis for our jurisdiction in this case. 2. The Motor Carriers next argue that their claim arises under § 13706, which defines consignee liability for the payment of freight rates. does not cases expressly where provisions 49 U.S.C. § 13706(a)-(b). a state federal addressing that tariff motor its is While this section application filed, carriers is Chapter rates only limited 137 s apply to other when there is a federal tariff. See, e.g., 49 U.S.C. § 13702; 49 U.S.C. the § 13704. Further, regulations governing motor carriers collection of rates issued pursuant to chapter 137 are expressly limited to cases where a federal tariff is filed. 19 See 49 C.F.R. § 377.101; 49 C.F.R. § 377.203(a)(2). 8 Even if § 13706 could apply in the absence of a federal tariff, this section does not apply to our facts. In this case, the Motor Carriers seek to recover from a shipper, or consignor, not a consignee. In sum, absent a federal tariff, the statutory requirements regarding the rates and collection practices of motor carriers in Chapter 137 are not implicated when a motor carrier files suit against a shipper to recover freight charges. 3. This conclusion also negates the Motor argument for jurisdiction under the ICCTA. Carriers final The Motor Carriers argue that the eighteen-month statute of limitations period that governs motor carriers claims for unpaid freight charges under the ICCTA, 49 U.S.C. § 14705(a), establishes our jurisdiction over their claim. The Motor Carriers argument puts the cart before the horse. For § 14705(a) to apply, motor carriers must first establish that their claim arises under the ICCTA. A statute of limitations period is not an independent grant of 8 The Motor Carriers cite these regulations to support their argument for our jurisdiction in this case. Given their inapplicability in the absence of a federal tariff, this argument is without merit. We note briefly that the Motor Carriers also cite to the regulations issued pursuant to Chapter 138 of the ICCTA. These regulations apply only when a party files suit against a motor carrier, and therefore are not implicated by our facts. See 49 C.F.R. § 378.1. 20 jurisdiction. In this case, we have not found, and the Motor Carriers have not alleged, a cause of action arising under the ICCTA. Accordingly, we do not have jurisdiction under the ICCTA to decide this case. IV. In the alternative, the Motor Carriers argue that their state law breach of contract claim is preempted by § 14501(c)(1) of the ICCTA. The Motor Carriers urge us, therefore, to create a cause of action under federal common law to establish our jurisdiction Klaussner. and provide a forum for their claim against In any preemption analysis, the purpose of Congress is the ultimate touchstone. Wyeth v. Levin, 555 U.S. 555, 565 (2009) (internal citations and quotations omitted). We begin with the words of the statute which necessarily contain[] the best evidence of Congress pre-emptive intent. Inc. v. Easterwood, 507 U.S. 658, 664 (1993). CSX Transp., When a statute includes an express preemption clause, its presence generally implies that matters beyond that reach are not pre-empted. Washington Gas Light Co. v. Prince George s Cnty. Council, 711 F.3d 412, 420 (4th Cir. 2012) (quoting Group Inc., 505 U.S. 504, 517 (1992)). Cipollone v. Liggett Further, [f]ederalism concerns strongly counsel against imputing to Congress an intent to displace a whole panoply of state law . . . absent some 21 clearly expressed direction. Custer v. Sweeney, 89 F.3d 1156, 1167 (4th Cir. 1996) (internal quotation omitted). Section 14501(c)(1) of the ICCTA preempts any state law or regulation related to a price, route, or service of any motor carrier . . . . 49 U.S.C. § 14501(c)(1). The Motor Carriers contend that the North Carolina common law that would decide this dispute in state court qualifies as state law under § 14501(c). The Motor Carriers argue, therefore, that the ICCTA preempts their prices. In other words, in their view, Congress intended the phrase claim related to because in § its outcome 14101(c)(2) to will affect displace all contract law that would impact motor carriers prices. their state We are constrained to disagree. Congress borrowed the preemption language in § 14501(c)(1) from the Airline Deregulation Act of 1978 ( ADA ). U.S.C. § 41713(b)(1) with 49 U.S.C. § 14501(1). Compare 49 Prior to the ICCTA s enactment, the Supreme Court broadly defined the phrase related to in the ADA to preempt all claims having a connection with, or reference to airline prices, routes, or services. 384 Morales v. Trans World Airlines Inc., 504 U.S. 374, (1992). Congress was fully aware of [the] Court s interpretation of that language in Morales when it opted to include identical language in the ICCTA, and intended to provide the same protections against state regulation to motor carriers 22 as were provided Hampshire Motor to airlines Transport in the Ass'n, ADA. 552 See U.S. Rowe 364, 370 v. New (2008) (citing and quoting legislative history). The broad preemptive scope of however, is not without limits. [s]ome state actions may the phrase related to, The Morales Court noted that affect [airline fares] in too tenuous, remote, or peripheral a manner to have pre-emptive effect. 504 U.S. at 390 (quoting Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 100 n.21 (1983)). In American Airlines, Inc. v. Wolens, 513 U.S. 219 (1995), for example, the Supreme Court recognized an exception to preemption contract claims against airlines. for routine breach of American Airlines argued that a series of class actions filed in state court by participants in its frequent flyer preempted by the ADA. program for Id. at 230. breach of contract were The Court determined it was [not] plausible that Congress meant to channel into federal courts the fashioned business federal of resolving, common law, the pursuant range of to judicially contract relating to airline rates, routes, or services. claims Id. at 232. The Court noted that no state regulation of airlines was at issue, and that frequent-flyer importantly, American contracts the had with outcome voluntarily consumers. of the case entered Id. at into 229. depended the Most on an interpretation of the contract s terms, not on an interpretation 23 of any federal law or regulation. Id. at 229-31 ( A remedy confined to a contract s terms simply holds parties to their agreements. ). Therefore, the plaintiffs could pursue their claims against American in state court. In between this the case, Motor as in Wolens, Carriers and resolution Klaussner of the depends court s interpretation of the parties contract. dispute upon the The outcome of the case turns on the meaning of the Prepaid designation and non-recourse provision in their bills of lading. No state law or regulation governing the Motor Carriers prices, routes, or services is implicated. As analyzed above, no federal statute or regulation need be interpreted. The Motor Carriers claim against Klaussner is a routine breach of contract case that is not preempted by § 14501(c)(1). Furthermore because, similarly to the ADA, the ICCTA contains no hint that Congress intended federal courts to adjudicate this category of contract disputes based on federal common law, we decline to do so in this case. Wolens, 513 U.S. at 232. V. Because we conclude that we do not have jurisdiction to adjudicate this appeal, we do not opinion regarding the appeal s merits. and cannot express any United States v. Myers, 593 F.3d 338, 340 n.1 (4th Cir. 2010) (citing Constantine, 411 24 F.3d at 480). court s opinion We have authority only to vacate the district and remand with instructions to dismiss. Therefore, the decision below is VACATED AND REMANDED WITH INSTRUCTIONS. 25