concurring in the judgment.
While I agree with the result reached in this case, I write separately to state my views on two points.
First, I, for one, would not close the door upon the possibility that there are cases in which the doctrine of res judi-*403cata must give way to what the Court of Appeals referred to as “overriding concerns of public policy and simple justice.” 611 F. 2d 1267, 1269 (CA9 1980). Professor Moore has noted: “Just as res judicata is occasionally qualified by an overriding, competing principle of public policy, so occasionally it needs an equitable tempering.” 1B J. Moore & T. Currier, Moore’s Federal Practice ¶ 0.405 [12], p. 791 (1980) (footnote omitted). See also Reed v. Allen, 286 U. S. 191, 209 (1932) (Cardozo, J., joined by Brandéis and Stone, JJ., dissenting) (“A system of procedure is perverted from its proper function when it multiplies impediments to justice without the warrant of clear necessity”). But this case is clearly not one in which equity requires that the doctrine give way. Unlike the nonappealing party in Reed, respondents were not “caught in a mesh of procedural complexities.” Ibid. Instead, they made a deliberate tactical decision not to appeal. Nor would public policy be served by making an exception to the doctrine in this case; to the contrary, there is a special need for strict application of res judicata in complex multiple party actions of this sort so as to discourage “break-away” litigation. Cf. Reiter v. Sonotone Corp., 442 U. S. 330, 345 (1979). Finally, this is not a case “where the rights of appealing and non-appealing parties are so interwoven or dependent on each other as to require a reversal of the whole judgment when a part thereof is reversed.” See Ford Motor Credit Co. v. Uresti, 581 S. W. 2d 298, 300 (Tex. Civ. App. 1979)*
*404Second, and in contrast, I would flatly hold that Brown I is res judicata as to respondents’ state-law claims. Like the District Court, the Court of Appeals found that those state-law claims were simply disguised federal claims; since respondents have not cross-petitioned from that judgment, their argument that this case should be remanded to state court should be itself barred by res judicata. More important, even if the state and federal claims are distinct, respondents’ failure to allege the state claims in Brown I manifestly bars their allegation in Brown II. The dismissal of Brown I is res judicata not only as to all claims respondents actually raised, but also as to all claims that could have been raised. See Commissioner v. Sunnen, 333 U. S. 591, 597 (1948); Restatement (Second) of Judgments §61.1 (Tent. Draft No. 5, Mar. 10, 1978). Since there is no reason to believe that it was clear at the outset of this litigation that the District Court would have declined to exercise pendent jurisdiction over state claims, respondents were obligated to plead those claims if they wished to preserve them. See id., § 61.1, Comment e. Because they did not do so, I would hold the claims barred.
The Court of Appeals’ reliance, 611 F. 2d 1267, 1269 (CA9 1980), on Uresti; Kvenild v. Taylor, 594 P. 2d 972 (Wyo. 1979); and In re Estate of McDill, 14 Cal. 3d 831, 537 P. 2d 874 (1975), appears to me to be clearly misplaced. Unlike those cases, this is not one in which the appealing and nonappealing parties made competing claims to a single piece of property, see McDill, or in which reversal only as to the appealing party would have unjustly left the nonappealing party liable, see Kvenild, or without recourse on his cross-claim, see Uresti.