Dlx, Inc. v. Commonwealth of Kentucky

BALDOCK, Circuit Judge,

concurring.

I respectfully concur in the Court’s judgment of dismissal only. Although the Court’s Eleventh Amendment analysis appears sound, in my opinion we need not reach the Eleventh Amendment question. Rather, the Kentucky Supreme Court’s decision implicates the Rooker-Feldman doctrine thereby precluding the necessity of resolving the myriad of issues raised in this case. In the alternative, because the “England-reservsdion” doctrine is inapplicable, res judicata bars DLX’s federal takings claim. I will discuss each issue in turn.

*529I.

Under the Rooker-Feldman doctrine, lower federal courts do not have jurisdiction to review state court decisions; only the United States Supreme Court has jurisdiction to correct state court judgments. See Rooker v. Fidelity Trust Co., 263 U.S. 413, 415-16, 44 S.Ct. 149, 68 L.Ed. 362 (1923); District of Columbia Court of Appeals v. Feldman, 460 U.S. 462, 476, 103 S.Ct. 1303, 75 L.Ed.2d 206 (1983).1 The Rooker-Feldman doctrine deprives lower federal courts of jurisdiction to engage in appellate review of state court decisions or to adjudicate federal claims that are “inextricably intertwined” with a state court judgment. See Peterson Novelties, Inc. v. City of Berkley, 305 F.3d 386, 390 (6th Cir.2002). A federal claim is “inextricably intertwined” with a state court judgment when the federal claim succeeds only to the extent that the state court wrongly decided the issues before it. See Pennzoil Co. v. Texaco, Inc., 481 U.S. 1, 25, 107 S.Ct. 1519, 95 L.Ed.2d 1 (1987) (Marshall, J., concurring); Anderson v. Charter Township of Ypsilanti, 266 F.3d 487, 492 (6th Cir.2001).

In this case, DLX’s federal takings claim is “inextricably intertwined” with the Kentucky state court judgment. Specifically, the Kentucky Supreme Court dismissed DLX’s state takings claim for want of jurisdiction based on its application of federal law; namely, the standards set forth in Williamson County Reg'l Planning Comm’n v. Hamilton Bank, 473 U.S. 172, 105 S.Ct. 3108, 87 L.Ed.2d 126 (1985). See Commonwealth v. DLX, Inc., 42 S.W.3d 624, 627 (Ky.2001). DLX then filed a federal takings claim in district court. To ensure DLX’s takings claim was ripe for review, the district court, like the Kentucky Supreme Court, applied the Supreme Court’s two-prong ripeness test from Williamson. Under Williamson, a Fifth Amendment takings claim is not ripe for review until (1) the government entity charged with implementing the regulations has reached a final decision inflicting an actual, concrete injury, and (2) if a State provides an adequate procedure for seeking just compensation, the property owner has used the procedure and been denied just compensation. 473 U.S. at 193-95, 105 S.Ct. 3108. The ripeness test is conjunctive: both prongs must be satisfied.

Accordingly, the district court first sought to determine whether a final decision inflicting an actual, concrete injury existed under prong one. The district court indicated, however, a close reading of the Kentucky Supreme Court opinion revealed that the court had already decided Williamson prong one and determined no final decision, and thus no injury existed. See DLX Inc., 42 S.W.3d at 626-27. In my opinion, the district court properly read the Kentucky Supreme Court’s opinion. In DLX, Inc., the Kentucky Supreme Court dismissed DLX’s state takings claim for lack of subject matter jurisdiction. See id. at 627. The court reasoned the state agency had not yet arrived at a final, definitive position inflicting an injury because DLX failed to exhaust its administrative remedies. See id. The Kentucky Supreme Court relied upon the Williamson decision to reach its conclusion that no final decision inflicting an injury existed. See id. at 626-27. The Kentucky Supreme Court explained that “until a statute has been applied, there can be no unconstitu*530tional application ... [and] it is the administrative action which determines the extent, if any, of the constitutional injury.” Id. at 626. Immediately thereafter, the court noted “[t]he United States Supreme Court addressed this same issue in [Williamson].” Id. (emphasis added). The court then quoted Williamson’s first prong at length:

Our reluctance to examine taking claims until such a final decision has been made is compelled by the very nature of the inquiry required by the Just Compensation Clause. Although the question of what constitutes a taking for purposes of the Fifth Amendment has proved to be a problem of considerable difficulty, ... the Court consistently has indicated that among the factors of particular significance in the inquiry are the economic impact of the challenged action and the extent to which it interferes with reasonable investment-backed expectations .... Those factors simply cannot be evaluated until the administrative agency has arrived at a final, definitive position regarding how it will apply the regulations at issue to the particular land in question.

Id. (quoting Williamson, 473 U.S. at 190-91, 105 S.Ct. 3108) (emphasis added) (internal quotation and citation omitted).

The district court, after considering the Kentucky Supreme Court’s analysis, reasonably concluded Rooker-Feldman applied. The district court reasoned it would have to review the Kentucky Supreme Court’s conclusion that DLX did not have a final decision, and hold the opposite, in order to satisfy Williamson’s first prong. While the Kentucky Supreme Court appears to have commingled two distinct doctrines (i.e., exhaustion and finality), see Williamson, 473 U.S. at 192, 105 S.Ct. 3108,1 nevertheless agree with the district court’s conclusion that the Kentucky Supreme Court’s decision implicates the Rooker-Feldman doctrine because the Kentucky Supreme Court decided Williamson prong one and indicated it lacked jurisdiction over DLX’s takings claim based on the lack of a final decision.2 See DLX, Inc., 42 S.W.3d at 626-27. The district court thus would have had to reapply Williamson and conclude the Kentucky Supreme Court “got it wrong,” see Anderson, 266 F.3d at 492, to proceed any further in its analysis. In other words, under Williamson’s first prong, the district court was required to determine whether a final decision imposing an injury existed. The Kentucky Supreme Court, however, had already determined no such decision or injury had occurred. Thus, the only way DLX could assert a successful federal takings claim was for the district court to rule contrary to the Kentucky Supreme Court. Rooker-Feldman bars such federal review of state court judgments.

The Court in this case attempts to avoid Rooker-Feldman by distinguishing between DLX’s state' and federal takings claims. See Court’s Op. at 8. The Court’s analysis does not persuade me, however, because the claims are indistinguishable. See Anderson, 266 F.3d at 495 (holding Rooker-Feldman barred jurisdiction be*531cause the requirements of the state takings clause were indistinguishable from the requirements of the Fifth Amendment Takings Clause). As in Anderson, little, if any, substantive difference exists between the requirements of the Kentucky Takings Clause, see Ky. Const. § 242, and the Fifth Amendment Takings Clause in this case. In fact, the Kentucky Supreme Court has relied upon Supreme Court precedent interpreting the Fifth Amendment Takings Clause to determine what constitutes a taking under Kentucky law. See Commonwealth v. Stearns Coal and Lumber Co., 678 S.W.2d 378, 381 (Ky.1984). Moreover, the Court in this case notes a state takings claim and federal takings claim are nearly identical for purposes of claim preclusion law. See Court’s Op. at 13 n. 5; see also id. at 14 (noting state constitutional takings claim “overlap substantially” with federal takings claim). The Court also concedes Rooker-Feldman would likely apply if the Kentucky Supreme Court had reached the merits of DLX’s state takings claim. See id. at 9 n. 2. In the end, the crux of this case is DLX’s allegation of one taking and one injury requiring just compensation. The Kentucky Supreme Court already determined, under Williamson prong one, no final decision existed, and thus, no taking or injury had occurred. For the district court to hold otherwise would violate Rooker-Feldman.

In sum, the case, in my opinion, should be dismissed under the Rooker-Feldman doctrine. The purpose of the Rooker-Feldman doctrine is to avoid duplicative appeals and proscribe lower federal courts review of state court decisions. Here, DLX availed itself of state procedures and cannot now take a second bite at the judicial apple in federal court.

II.

Aside from the Rooker-Feldman issue, I disagree with the Court’s res judicata analysis and its application of the “England reservation” doctrine. See Court’s Op. at ll.3 As the Court correctly notes, DLX did not raise its federal takings claim in state court. Instead, DLX “reserved” its federal claim in its state complaint for later adjudication in federal court. See id. at 4. Res judicata normally bars such procedural tactics. See Donovan v. Thames, 105 F.3d 291, 295 (6th Cir.1997) (“Under Kentucky law, res judicata, or claim preclusion, may be used to preclude entire claims that were brought or should have been brought in a prior action.”) (emphasis added) (internal citation omitted). The Court, however, concludes DLX’s purported reservation was proper under the principles established in England v. Louisiana State Bd. of Med. Exam’r, 375 U.S. 411, 84 S.Ct. 461, 11 L.Ed.2d 440 (1964). I disagree because the Court expands the Eng-Zcmd-reservation doctrine beyond its intended scope.

In England, the plaintiffs initially sought to enjoin application of a state statute in federal court. The district court abstained to allow the state courts the opportunity to interpret the statute. See England, 375 U.S. at 413, 84 S.Ct. 461. The plaintiffs thereafter commenced state proceedings, but were unsuccessful. Upon returning to federal court, the plaintiffs revived their constitutional claims; however, the defendant argued the claims were precluded. The Supreme Court held preclusion did not bar the plaintiffs’ federal claims because a party remitted to state court by an abstention order has the right to return to federal court. See id. at 415, 84 S.Ct. 461. Accordingly, under the Eng*532land-reservation doctrine, a plaintiff who finds himself in state court involuntarily due to a district court’s abstention order may, in certain circumstances, reserve his federal issues for later adjudication in federal court. See id. at 421-22, 84 S.Ct. 461.

The England-reservakion doctrine thus applies only in a case where a party reserves fedéral questions in state court following federal court abstention. See id. at 421, 84 S.Ct. 461; see also Wright, Miller & Cooper, Federal Practice and Procedure: Jurisdiction 2d § 4471.1 at 247 (2002) (noting “[t]he core of the England-reservation rule remains unscathed. A party who clearly reserves federal questions following ‘Pullman’ abstention ... can return to federal court for decision of the federal issues, free of preclusion.”). Moreover, in order for the England-reservation doctrine to apply, the federal action must be brought first “affording the federal court the opportunity to decide whether to abstain. A plaintiff who elects to go to state court first is likely to be precluded from a second federal action, even if an express reservation is attempted.” Wright & Miller, supra § 4471.1 at 250. In Allen v. McCurry, 449 U.S. 90, 101-02 n. 17, 101 S.Ct. 411, 66 L.Ed.2d 308 (1980), the Supreme Court explained why an England-reservation is inapplicable to cases first filed in state court rather than federal court:

The holding in England depended entirely on this Court’s view of the purpose of abstention in such a case: Where a plaintiff properly invokes federal-court jurisdiction in the first instance on a federal claim, the federal court has a duty to accept that jurisdiction. Abstention may serve only to postpone, rather than to abdicate, jurisdiction, since its purpose is to determine whether resolution of the federal question is even necessary, or to obviate the risk of a federal court’s erroneous construction of state law.

(emphasis added). The procedural posture of this case differs significantly from England. Here, DLX did not initially file its takings claim in federal court, but first filed its claim in state court. Therefore, a federal court never had the opportunity to abstain and thus, the England-reservation doctrine is inapplicable.

The Court unnecessarily attempts to expand the England-reservation doctrine beyond the scope of federal abstention in this case. According to the Court, “given Williamson County’s ripeness requirements, DLX could not have chosen to file a federal-court action first; therefore, the interaction of Williamson County’s ripeness requirements and the doctrine of claim preclusion could possibly operate to keep every regulatory-takings claimant out of federal court.” Court’s Op. at 14. The Court then applies the England reservation doctrine and, to avoid claim preclusion, declares “[t]he weight of circuit-level authority is therefore clearly in favor of allowing DLX’s England-style reservation.” Id. at 18.

To begin, the Court’s conclusion that “every regulatory takings claimant” would be excluded from federal court is not entirely accurate. Takings claimants who properly raise their federal claims in state proceedings may seek review in the United States Supreme Court if dissatisfied with the results they obtain from state court. See 28 U.S.C. § 1257. Next, courts have generally rejected use of the England-reservation doctrine in the takings context and many courts have declined to create an exception rendering res judicata and collateral estoppel inapplicable in Fifth Amendment takings cases. See Wright & Miller, supra § 4471.1 at 253 (citing cases); see also Santini v. Connecticut Hazardous Waste Mgmt. Serv., 342 F.3d 118, 128 (2d *533Cir.2003) (citing cases). Discussing this issue, Wright & Miller reasons:

The question whether filing a state action first waives the opportunity to reserve federal questions for federal adjudication is tested by situations in which rules other than abstention doctrine require a plaintiff to go first to state court. A clear illustration is provided by the [Williamson ] rule that a regulatory taking claim is not ripe until the plaintiff has exhausted available state judicial compensation remedies. Attempted reservation of federal issues has been rejected, or at least frowned upon, perhaps because the purpose of this ripeness doctrine is to provide state courts an opportunity to supervise state regulatory practices.

See supra § 4471.1 at 253; see also Wilkinson v. Pitkin County Bd., 142 F.3d 1319, 1325 n. 4 (10th Cir.1998) (noting concern that the ripeness requirement “may, in actuality, almost always result in preclusion of federal claims, regardless of whether reservation is permitted”); Palomar Mobilehome Park Ass’n v. City of San Marcos, 989 F.2d 362, 364 (9th Cir.1993) (explaining that mere fact that Williamson requires takings claimants to first file in state court “does not prevent the doctrine of res judicata from barring subsequent federal action”); Peduto v. City of N. Wildwood, 878 F.2d 725, 729 (3d Cir.1989) (same); Griffin v. Rhode Island, 760 F.2d 359, 360 n. 1 (1st Cir.1985) (explaining England-reservation was inapplicable and that “[sjection 1983 does not override state preclusion law by allowing plaintiffs to first proceed to judgment in state courts and then turn to federal courts for adjudication of federal claims.”). In Allen, 449 U.S. at 104, 101 S.Ct. 411, the Supreme Court stated simply: “There is, in short, no reason to believe that Congress [through § 1983] intended to provide a person claiming a federal right an unrestricted opportunity to relitigate an issue already decided in state court simply because the issue arose in a state proceeding in which he would rather not have been engaged in at all.”

Perhaps most importantly, allowing a claimant to reserve its federal takings claim in state proceedings undermines the very purpose of Williamson’s ripeness requirements. The ripeness requirements for federal takings claims stems from both Article III and the Fifth Amendment. See Williamson, 473 U.S. at 186-87, 190-91, 105 S.Ct. 3108; Arnett v. Myers, 281 F.3d 552, 562 (6th Cir.2002). The ripeness requirements are of constitutional dimension because they assist in the determination of whether an injury has occurred for purposes of Article Ill’s case or controversy requirement. See Arnett, 281 F.3d at 562. Further, the Fifth Amendment is a self-executing remedy in state courts and state compensation procedures are constitutionally required. See First English Evangelical Lutheran Church v. County of Los Angeles, 482 U.S. 304, 316 n. 9, 107 S.Ct. 2378, 96 L.Ed.2d 250 (1987). Based upon these antecedent precepts, Williamson’s ripeness test compels that a state court make a federal constitutional ruling because the very purpose of state compensation procedures is to address the federal constitutional question. Allowing the reservation of the federal question in state court would undermine the role, as the Supreme Court has described, of state courts in adjudicating federal takings claims. As one commentator explained:

Some federal courts have suggested that a property owner can reserve the right to litigate federal issues in a federal forum under the doctrine of England v. Louisiana State Board of Medical Examiners, but this ought not to work. The England doctrine exists to further the purpose of federal abstention.... The doctrine, however, does not apply in *534the context of the Fifth Amendment which, as construed by the Supreme Court, requires state courts to rule on federal constitutional grounds.

Thomas E. Roberts, Fifth Amendment Taking Claims in Federal Court, 24 Urb. Law. 479, 480 (1992).

In sum, the Court erred in applying the England-reservation doctrine in this case. A plaintiff, in my view, simply cannot make an England-reservation in non-abstention cases. Instead, res judicata applies to bar DLX’s federal claim. We generally presume state courts are capable of adjudicating federal claims along with state claims. See Migra v. Warren City School Dist. Bd. of Educ., 465 U.S. 75, 85-86, 104 S.Ct. 892, 79 L.Ed.2d 56 (1984); see also Donovan, 105 F.3d at 295. Moreover, the Supreme Court has clearly explained that states are required to adjudicate takings claims because, if a state provides just compensation, resort to a federal forum may be avoided. See Williamson, 473 U.S. at 194, 105 S.Ct. 3108.4

Based on the foregoing, I respectfully concur only in the Court’s judgment of dismissal.

. The Supreme Court’s lack of jurisdiction to review the Kentucky Supreme Court's judgment in this case as a result of DLX’s failure to raise its federal claims in state court is not fatal to the application of Rooker-Feldman. See Feldman, 460 U.S. at 484 n. 16, 103 S.Ct. 1303 ("By failing to raise his claims in state court a plaintiff may forfeit his right to obtain review of the state-court decision in any federal court.”).

. The Court in this case correctly notes that the Kentucky Supreme Court based its holding on the failure to exhaust administrative remedies, see DLX, Inc., 42 S.W.3d at 627, but that exhaustion is "not a component of a federal takings claim.” See Court's Op. at 8. That the Kentucky Supreme Court may have misapplied Williamson, however, is of no moment. The purpose of Rooker-Feldman is to preclude lower federal courts from telling state courts they conducted an incorrect analysis or reached the wrong conclusion. See Gottfried v. Medical Planning Servs., 142 F.3d 326, 330 (6th Cir.1998) (noting only the Supreme Court has jurisdiction to correct state court judgments); see also 28 U.S.C. § 1257.

. Because the Court refers to both claim and issue preclusion as "res judicata,” I do the same.

. One final note: After concluding Rooker-Feldman and res judicata do not apply, the Court engages in a Williamson ripeness analysis but does not resolve Williamson prong one. See Court's Op. at 22. I do not believe we have the luxury of sidestepping the ripeness issue. As the Court notes, ripeness is a justiciability doctrine partially rooted in Article Ill's case or controversy requirement. See id. at 19 n. 8, 105 S.Ct. 3108. Consequently, the doctrine raises threshold jurisdictional issues that may not be assumed. See Steel Co. v. Citizens for a Better Env't., 523 U.S. 83, 94, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998). Further, whether the Court can dismiss a potentially unripe claim under the Eleventh Amendment raises a difficult issue. The ripeness doctrine and the Eleventh Amendment both have jurisdictional bases; however, ripeness cannot be waived. See Florida Ass’n of Rehab. Facilities, Inc. v. Florida Dep’t of Health and Rehab. Serv., 225 F.3d 1208, 1227 n. 14 (11th Cir.2000). Thus, we should decide whether a claim is ripe before addressing the Eleventh Amendment. See id. (noting [a]l-though [courts have] described the issue of Eleventh Amendment immunity as itself one of subject matter jurisdiction, "mootness like standing and ripeness-raises an even more basic question of jurisdiction that cannot be waived and goes to the very heart of the 'case and controversy' requirement of Article III" that must be decided first.) (emphasis added) (internal citations omitted).