Nicodemus v. Union Pacific Corp.

• Decision Date: 13 February 2003
• Docket Number: No. 02-8016.,No. 02-8017.,02-8016.,02-8017.
• Citation: 318 F.3d 1231
• Parties: Warren D. NICODEMUS, Trustee of the Warren D. Nicodemus Living Trust dated August 5, 1999 and John N. Morris, Norma Morris, and John H. Bell Iron Mountain Ranch Company, on behalf of themselves and all others similarly situated, Plaintiffs-Appellees. v. UNION PACIFIC CORPORATION, a Utah corporation, and Union Pacific Railroad Company, a Delaware corporation, Defendants-Appellants.
• Court: U.S. Court of Appeals — Tenth Circuit

318 F.3d 1231

Warren D. NICODEMUS, Trustee of the Warren D. Nicodemus Living Trust dated August 5, 1999 and John N. Morris, Norma Morris, and John H. Bell Iron Mountain Ranch Company, on behalf of themselves and all others similarly situated, Plaintiffs-Appellees. v. UNION PACIFIC CORPORATION, a Utah corporation, and Union Pacific Railroad Company, a Delaware corporation, Defendants-Appellants.

No. 02-8016.

No. 02-8017.

United States Court of Appeals, Tenth Circuit.

February 13, 2003.

COPYRIGHT MATERIAL OMITTED

Ron Bodinson, Shook, Hardy & Bacon, L.L.P., Overland Park, KS, (Gregory T. Wolf, Jason E. Pepe, Jerrod Westfahl, Shook, Hardy & Bacon, L.L.P., Overland Park, KS, and Joseph Rebein and Laurie Novion, Shook, Hardy & Bacon, L.L.P., Kansas City, MO, with him on the brief), appearing for Defendants-Appellants.

Catherine M. Conlinvaux, Zelle, Hofmann, Voelbel, Mason & Gette, L.L.P., Waltham, MA (Kim D. Cannon, Davis & Cannon, Sheridan, WY; Jordan Lewis, Siegel, Brill, Greupner, Duffy & Foster, Milwaukee, WS; and John B. Massopust, Zelle, Hofmann, Voelbel, Mason & Gette, L.L.P., Minneapolis, MN, on the brief), appearing for Plaintiffs-Appellees.

Before TACHA, ANDERSON, and EBEL, Circuit Judges.

TACHA, Chief Circuit Judge.

I. Background

Plaintiffs-appellees are Wyoming landowners (1) Warren Nicodemus, trustee, and (2) John Morris, Norma Morris, and John H. Bell Iron Mountain Ranch Company. Defendants-appellants, Union Pacific Corporation and Union Pacific Railroad Company ("Union Pacific"), own railroad rights-of-way over plaintiffs' respective properties. Union Pacific acquired the rights-of-way at issue in this case under numerous federal land-grant statutes, dating from 1852 to 1875.

The dispute between the parties arose from agreements entered into by Union Pacific and numerous telecommunications providers, in which Union Pacific "licensed" to the telecommunications providers the right to install and maintain fiber-optic cables in the rights-of-way over plaintiffs' land. Union Pacific has received and continues to receive revenue from these license agreements.

Plaintiffs brought suit in federal court, arguing that Union Pacific's actions exceeded the scope of Union Pacific's rights under the federally-granted rights-of-way. Plaintiffs claim that Union Pacific's rights-of-way over their land are easements and that plaintiffs retain the servient tenement in the underlying land, subject only to Union Pacific's undisputed right to conduct railroad operations along the rights-of-way.¹ In the district court, Nicodemus sought various forms of relief, including: (1) damages for trespass; (2) damages for unjust enrichment; (3) an accounting and disgorgement of rents and profits; (4) a permanent injunction "ordering Union Pacific to cease offering, negotiating, or undertaking leases, licenses, sales, or other conveyances of any claimed interest in the [plaintiffs'] lands;" and (5) a declaratory judgment establishing, inter alia, that "Union Pacific's interest in the right-of-way land across which it still operates railroad cars is limited to that necessary for the operation of the railroad and does not entitle Union Pacific to use the land beyond that use which is necessary for railroad operations ... and Union Pacific's purported or asserted interest(s) in the lands owned by [plaintiffs] was terminated upon abandonment of the railroad rights of way and/or discontinuation of railroad operations on these rights of way." The Morris plaintiffs advanced similar claims, and in addition, requested the following: (1) damages for slander of title; (2) damages for inverse condemnation; and (3) "an injunction that requires Union Pacific to remove the trespassing fiber optical telecommunications cables."

Union Pacific raised numerous affirmative defenses in response to plaintiffs' respective complaints, including the existence of a "license" and the fact that "Defendants have acted within their rights and have engaged in uses of their property interests that are permitted."

On April 25, 2001 and August 31, 2001, respectively, plaintiffs sought to certify a class of landowners owning property adjacent to Union Pacific's federally-granted rights-of-way. In support of class certification, plaintiffs identified interpretation of the various federal statutes granting Union Pacific railroad rights-of-way as a predominant common issue of law.

On December 6, 2001, the district court issued an order denying class certification. Nicodemus v. Union Pac. Corp., 204 F.R.D. 479, 493 (D.Wyo.2001). In that same order, the district court, sua sponte, dismissed plaintiffs' causes of action for lack of subject-matter jurisdiction, concluding that it lacked jurisdiction under both 28 U.S.C. § 1331 and 1332. Id. Union Pacific then filed a motion under Rule 59(e) requesting that the district court alter or amend the portion of its judgment in which the court concluded that it lacked subject-matter jurisdiction under 28 U.S.C. § 1331. Nicodemus opposed Union Pacific's motion. The district court denied Union Pacific's motion in an order dated January 22, 2002.

Union Pacific brought this appeal, contending that the district court erred in concluding that it lacked subject-matter jurisdiction under 28 U.S.C. § 1331.

II. Discussion

A. Whether Union Pacific May Appeal the District Court's Order Dismissing Plaintiffs' Causes of Action for Lack of Subject-Matter Jurisdiction.

"Ordinarily, only a party aggrieved by a judgment or order of a district court may exercise the statutory right to appeal therefrom." Deposit Guaranty Nat'l Bank v. Roper, 445 U.S. 326, 333, 100 S.Ct. 1166, 63 L.Ed.2d 427 (1980). Thus, "[a] party generally cannot appeal from a judgment in its favor." Amazon, Inc. v. Dirt Camp, Inc., 273 F.3d 1271, 1275 (10th Cir.2001) (citation omitted). In limited circumstances, however, a party who prevailed in the underlying district court proceeding may bring an appeal "so long as that party retains a stake in the appeal satisfying the requirements of Art. III." Roper, 445 U.S. at 333-34, 100 S.Ct. 1166. For example, where the district court's disposition grants the prevailing party only part of the relief requested, permitting the appeal might be proper. Amazon, 273 F.3d at 1276; Jarvis v. Nobel/Sysco Food Servs. Co., 985 F.2d 1419, 1424 (10th Cir. 1993) ("`While it is the general rule that a party cannot appeal from a judgment in his favor, the rule is not absolute, and where a judgment gives the successful party only part of that which he seeks and denies him the balance, with the result that injustice has been done him, he may appeal from the entire judgment.'") (quoting Auto. Ins. Co. v. Barnes-Manley Wet Wash Laundry Co., 168 F.2d 381, 386 (10th Cir.1948).)

In this case, Union Pacific ostensibly prevailed in the district court. The district court dismissed plaintiffs' causes of action for want of subject-matter jurisdiction. On the other hand, Union Pacific did not challenge the district court's subject-matter jurisdiction;² rather, the district court considered the question sua sponte. Further, the district court did not afford the parties a full and fair opportunity to litigate the question of subject-matter jurisdiction.³ Under Amazon, "[Union Pacific] was sufficiently aggrieved by this result, and consequently has standing to appeal." See 273 F.3d at 1276. Therefore, we have jurisdiction to consider Union Pacific's appeal under 28 U.S.C. § 1291.

B. Whether the District Court Properly Concluded That It Lacked Subject-Matter Jurisdiction over Plaintiffs' Causes of Action Under 28 U.S.C. § 1331.

1. Overview

"Federal courts are courts of limited jurisdiction; they must have a statutory basis for their jurisdiction." Morris v. City of Hobart, 39 F.3d 1105, 1111 (10th Cir.1994). There are two statutory bases for federal subject-matter jurisdiction: diversity jurisdiction under 28 U.S.C. § 1332 and federal-question jurisdiction under 28 U.S.C. § 1331. Federal-question jurisdiction exists for all claims "arising under the Constitution, laws, or treaties of the United States." 28 U.S.C. § 1331. "A case arises under federal law if its `well-pleaded complaint establishes either that federal law creates the cause of action or that the plaintiff's right to relief necessarily depends on resolution of a substantial question of federal law.'" Morris, 39 F.3d at 1111 (quoting Franchise Tax Bd. of Cal. v. Construction Laborers Vacation Trust for S. Cal., 463 U.S. 1, 27-28, 103 S.Ct. 2841, 77 L.Ed.2d 420 (1983)).

Thus, to find jurisdiction under 28 U.S.C. § 1331, two conditions must be satisfied. First, a question of federal law must appear on the face of plaintiff's well-pleaded complaint.⁴ Rice v. Office of Servicemembers' Group Life Ins., 260 F.3d 1240, 1245 (10th Cir.2001). Second, plaintiff's cause of action must either be (1) created by federal law, or (2) if it is a state-created cause of action, "its resolution must necessarily turn on a substantial question of federal law." Id. (citing Merrell Dow Pharms. Inc. v. Thompson, 478 U.S. 804, 808, 106 S.Ct. 3229, 92 L.Ed.2d 650 (1986)). "A court examining whether a case turns on a [substantial] question of federal law [must] focus on whether Congress evidenced an intent to provide a federal forum." Morris, 39 F.3d at 1111 (citation omitted).

2. The well-pleaded complaint rule

"[W]hether a claim `arises under' federal law must be determined by reference to the `well-pleaded complaint.'" Merrell Dow, 478 U.S. at 808, 106 S.Ct. 3229 (citing Franchise Tax Bd., 463 U.S. at 9-10, 103 S.Ct. 2841). It is well settled that "[a] defense that raises a federal question is inadequate to confer federal jurisdiction." Id. (citing Louisville & Nashville R. Co. v. Mottley, 211 U.S. 149, 29 S.Ct. 42, 53 L.Ed. 126 (1908)). Federal-question jurisdiction is not present "even if the [federal] defense is anticipated in the plaintiff's complaint, and even if both parties admit that the defense is...