Southern Furniture Leasing v. YRC ( 2021 )

FILED
United States Court of Appeals
PUBLISH Tenth Circuit
UNITED STATES COURT OF APPEALS March 3, 2021
Christopher M. Wolpert
FOR THE TENTH CIRCUIT Clerk of Court
_________________________________
SOUTHERN FURNITURE LEASING,
INC.,
Plaintiff - Appellant,
v. No. 19-3262
YRC, INC.; ROADWAY EXPRESS,
INC.; YELLOW TRANSPORTATION,
INC.; YRC WORLDWIDE, INC.,
Defendants - Appellees.
_________________________________
Appeal from the United States District Court
for the District of Kansas
(D.C. No. 2:19-CV-02129-KHV-KGG)
_________________________________
Eric D. Barton, Wagstaff & Cartmell, LLP, Kansas City, Missouri (Nicholas W.
Armstrong, Price Armstrong, LLC, Birmingham, Alabama, with him on the briefs), for
Plaintiff – Appellant.
Stephen L. Hill, Jr. (Jacqueline M. Whipple with him on the brief), Dentons US LLP,
Kansas City, Missouri, for Defendants – Appellees.
_________________________________
Before MATHESON, McHUGH, and EID, Circuit Judges.
_________________________________
McHUGH, Circuit Judge.
_________________________________
Southern Furniture Leasing, Inc. (“Southern Furniture”) filed this putative
class action against a group of less-than-truckload (“LTL”) freight carriers, all
predecessors to or current subsidiaries of YRC, Inc. (“YRC”). Southern Furniture’s
allegation is that YRC “carried out a widespread and systematic practice of
overcharging its customers by intentionally using inflated shipment weights when
determining shipment prices.” App. 8.
YRC asks that we affirm on the alternate ground that Southern Furniture failed
to allege Article III standing. The district court rejected YRC’s standing argument,
and we agree with its analysis.
The district court granted YRC’s motion to dismiss on the grounds that
Southern Furniture had only 180 days to contest the alleged overcharges under 49
U.S.C. § 13710(a)(3)(B). We agree with the district court’s interpretation of
§ 13710(a)(3)(B) and therefore affirm.
I. BACKGROUND
A. Factual History
YRC is an LTL carrier. This means that YRC “consolidate[s] shipments that
do not themselves constitute a full trailer to transport and deliver, generally for
manufacturing and retail businesses.” App. 18.
A business that wants to contract with YRC for shipping must use its pre-
printed two-page form contract, where the only blank terms are for the customer’s
contact information and the weight of the shipment. The two-page contract “provides
that the weight entered is ‘[s]ubject to correction,’ and that ‘[i]f the description of
articles or other information on this bill of lading is found to be incorrect or
2
incomplete, the freight charges must be paid based upon the articles actually
shipped.’” App. 18 (alterations in original).
YRC does not always rely on a customer’s weight estimate when it assesses
charges. Rather, the industry standard is for YRC to charge based on actual weight if
it reweighs the shipment in question.
If the actual weight is greater than the customer’s weight estimate, that is a
“positive reweigh.” App. 19. Conversely, if the actual weight is less than the
customer’s weight estimate, that is a “negative reweigh.” App. 19.
Starting in September 2005, YRC eliminated negative reweigh corrections,
resulting in overcharges. YRC did not, however, inform its customers about its
revised reweigh policy.
In December 2018, the Department of Justice unsealed a qui tam complaint
that revealed YRC’s reweighing scheme. Only then did Southern Furniture learn that
YRC had been overcharging its customers.
B. Procedural History
On March 8, 2019, Southern Furniture filed a complaint for damages and
injunctive relief in the District of Kansas against YRC, Roadway Express, Yellow
Transportation, and YRC Worldwide. YRC then filed a motion to dismiss.
The district court had not yet ruled on YRC’s motion when Southern Furniture
filed an amended complaint. The amended complaint alleged (1) breach of contract;
(2) breach of the duty of good faith and fair dealing; (3) unjust enrichment; and
(4) violations of the Florida Deceptive and Unfair Trade Practices Act.
3
YRC again moved to dismiss. Specifically, YRC argued that Southern
Furniture had failed to comply with § 13710(a)(3)(B). In addition, YRC argued that
Southern Furniture lacked Article III standing, that Southern Furniture had failed to
plead the minimum amount in controversy, and that Southern Furniture had failed to
state a plausible claim.
On October 31, 2019, the district court granted the motion to dismiss and
entered judgment in favor of YRC. The district court first rejected YRC’s standing
and amount-in-controversy arguments. With respect to standing, the district court
determined that Southern Furniture’s amended complaint alleged a concrete injury
based on overcharges for shipments. And with respect to the amount in controversy,
the district court determined that Southern Furniture’s amended complaint alleged an
injury to the putative class far in excess of the $5,000,000 amount set forth in the
Class Action Fairness Act.
Next, the district court determined that Southern Furniture’s alleged
overcharges were governed by and did not comply with the 180-day limit set forth in
§ 13710(a)(3)(B). Moreover, the district court refused to toll the 180-day period
because—in its view—§ 13710(a)(3)(B) supplies a statute of repose, not a statute of
limitations. Having found in YRC’s favor under § 13710(a)(3)(B), the district court
expressly declined to address the other arguments raised in YRC’s motion to dismiss.
Southern Furniture timely filed a notice of appeal.
4
II. DISCUSSION
On appeal, Southern Furniture argues the district court erred in dismissing its
amended complaint for failure to state a claim. Specifically, Southern Furniture
contests the district court’s conclusion that § 13710(a)(3)’s time limit applies to this
case. YRC argues the time limit does apply and additionally invites us to affirm on
the alternate ground that Southern Furniture lacks standing. We address standing,
then the adequacy of the allegations in Southern Furniture’s amended complaint. We
review both issues de novo. See Niemi v. Lasshofer, 770 F.3d 1331, 1344 (10th Cir.
2014); Georgacarakos v. United States, 420 F.3d 1185, 1186 (10th Cir. 2005).
A. Standing
YRC argues that Southern Furniture’s amended complaint is so vague as to the
details of Southern Furniture’s dealings with YRC that it fails to allege an injury in
fact. We disagree.
The Constitution extends the “judicial Power” only to “Cases” and
“Controversies.” U.S. Const. art. III, § 2. To establish a case or controversy, a
plaintiff must possess standing to sue. See Spokeo, Inc. v. Robins, 136 S. Ct. 1540,
1547 (2016). “The plaintiff must have (1) suffered an injury in fact, (2) that is fairly
traceable to the challenged conduct of the defendant, and (3) that is likely to be
redressed by a favorable judicial decision.” Id. “To establish injury in fact, a plaintiff
must show that he or she suffered ‘an invasion of a legally protected interest’ that is
‘concrete and particularized’ and ‘actual or imminent, not conjectural or
5
hypothetical.’” Id. at 1548 (quoting Lujan v. Defs. of Wildlife, 504 U.S. 555, 560
(1992)).
“At the pleading stage, general factual allegations of injury resulting from the
defendant’s conduct may suffice.” Defs. of Wildlife, 504 U.S. at 561. “However,
‘[t]hreadbare recitals of the elements of a cause of action, supported by mere
conclusory statements, do not suffice.’” COPE v. Kan. State Bd. of Educ., 821 F.3d
1215, 1221 (10th Cir. 2016) (alteration in original) (quoting Ashcroft v. Iqbal, 556
U.S. 662, 678 (2009)).
We agree with the district court that Southern Furniture has alleged an injury
in fact. The amended complaint alleges that, “[l]ike thousands of other small
businesses across the country, [Southern Furniture] contracted with YRC to ship
goods pursuant to a standard, pre-printed bill of lading.” App. 9. Under that contract,
the price “was based in part upon weight on multiple occasions.” App. 11. When
YRC eliminated negative reweighs, Southern Furniture “pa[id] more for shipments
than [it] should have.” App. 20–21. From those allegations it is reasonable to infer
that Southern Furniture contracted with YRC after 2005 but before 2018, i.e., during
the period when YRC had secretly eliminated negative reweighs. See Iqbal, 556 U.S.
at 678 (“A claim has facial plausibility when the plaintiff pleads factual content that
allows the court to draw the reasonable inference that the defendant is liable for the
misconduct alleged.”). These allegations are therefore sufficient to plausibly claim an
injury in fact at the pleadings stage.
6
B. Section 13710(a)(3)
The statute at issue in this appeal—49 U.S.C. § 13710, “Additional billing and
collecting practices”—has an odd history. It was first enacted as part of the Trucking
Industry Regulatory Reform Act of 1994 (“TIRRA”), Pub. L. 103-311, § 206, 108
Stat. 1673, 1685. Then it was re-enacted as part of the Interstate Commerce
Commission Termination Act of 1995 (“ICCTA”), Pub. L. 104-88, § 103, 109 Stat.
803, 877–78.
Today, § 13710(a)(3) resides in a subsubsection of the “Additional billing and
collecting practices” statute titled “Billing Disputes,” which is itself nestled within a
subsection titled “Miscellaneous provisions.” It provides:
(A) Initiated by motor carriers.—
In those cases where a motor carrier (other than a motor carrier
providing transportation of household goods or in noncontiguous
domestic trade) seeks to collect charges in addition to those billed and
collected which are contested by the payor, the carrier may request that
the Board[1] determine whether any additional charges over those billed
and collected must be paid. A carrier must issue any bill for charges in
addition to those originally billed within 180 days of the receipt of the
original bill in order to have the right to collect such charges.
(B) Initiated by shippers.—
If a shipper seeks to contest the charges originally billed or
additional charges subsequently billed, the shipper may request that the
Board determine whether the charges billed must be paid. A shipper
must contest the original bill or subsequent bill within 180 days of
receipt of the bill in order to have the right to contest such charges.
1
The “Board” is the Surface Transportation Board (“STB”). See 49 U.S.C.
§ 13102(1).
7
49 U.S.C. § 13710(a)(3).
Southern Furniture advances three reasons why its amended complaint is not
subject to § 13710(a)(3)’s time limit: First, that § 13710(a)(3) applies only before the
STB, not in court. Second, that Southern Furniture is not a shipper. And third, that
Southern Furniture’s amended complaint does not present a billing dispute. We
address these arguments in order.
Section 13710(a)(3) applies in court.
Southern Furniture’s main argument for why § 13710(a)(3)’s time limit does
not apply to its putative class action is that the time limit applies only to proceedings
before the STB. The plain language of § 13710(a)(3) belies that argument.
“Our primary task in construing statutes is to determine congressional intent,
using traditional tools of statutory interpretation.” In re Taylor, 737 F.3d 670, 678
(10th Cir. 2013) (quotation marks omitted). “Supreme Court ‘precedents make clear
that the starting point for [the] analysis is the statutory text.’” Id. (alteration in
original) (quoting Desert Palace, Inc. v. Costa, 539 U.S. 90, 98 (2003)).
a. Plain Language
Subsections 13710(a)(3)(A) and (B) are parallel provisions. Subsection (A)
applies to “motor carriers” and subsection (B) applies to “shippers.” Each subsection
contains two sentences. The first sentence gives motor carriers and shippers the
permissive right to petition the STB for a determination as to whether contested
charges must be paid.
8
The two subsections differ as to the second sentence. The second sentence of
subsection (A) states that a carrier “must issue any bill for charges in addition to
those originally billed within 180 days of the receipt of the original bill in order to
have the right to collect such charges.” The second sentence of subsection (B) states
that a shipper “must contest the original bill or subsequent bill within 180 days of
receipt of the bill in order to have the right to contest such charges.”
Nothing in § 13710(a)(3) suggests that a motor carrier’s or shipper’s right to
collect or contest charges is limited to actions before the STB. Rather, subsection (A)
sets a time limit to “issue any bill for charges,” and subsection (B) sets a time limit to
“contest the original bill or subsequent bill.”
A shipper may contest charges before the STB, in federal court, or in other
fora. “Contest,” when used as a verb, is not specific to litigation. It means “[t]o
litigate or call into question.” Contest, Black’s Law Dictionary (11th ed. 2019)
(emphasis added). So, § 13710(a)(3)’s time limit might better be described as a
notice or presentment requirement, rather than a statute of limitations. See Carolina
Traffic Servs. of Gastonia, Inc.–Petition for Declaratory Order, Fed. Carr. Cas.
¶ 38285, 1996 WL 303722, at *2 (STB May 31, 1996) (describing the time limit as
“an additional legal requirement . . . to notify the carrier of a billing dispute, within
180 days of receipt of the bill”); see also id. at *3 (“So long as the necessary
notification is given to the other party within the 180-day period, the moving party
preserves its right of action and may bring an appropriate court action within the
applicable statute of limitations period.”).
9
The fact that motor carriers and shippers may petition the STB for a
determination, but are not required to do so, suggests the time limit applies without
regard to that right. In other words, the first and second sentences of subsections (A)
and (B) have independent effect. The first sentence speaks to venue, i.e., the option
of going to the STB. The second sentence speaks to time. And the fact that the
sentences appear together—two in each subsection, one after the other—does not
alter their plain meaning.
If Congress had meant to restrict the time limit to actions before the STB, it
could easily have done so. For example, Congress could have ended the phrase “in
order to have the right to contest such charges” with the words “before the STB.” But
it did not write the statute that way, or otherwise draw a connection between the time
limit and the STB. It is not our job to “add to, remodel, update, or detract from old
statutory terms.” Bostock v. Clayton Cty., Georgia, 140 S. Ct. 1731, 1738 (2020).
The statute’s mandatory language makes the right to contest or collect charges
conditional on compliance with the time limit. One definition of “must,” when used
as a verb, is to “be obliged to.” Must, Merriam-Webster, https://www.merriam-
webster.com/dictionary/must (last visited October 5, 2020). Quite simply, compliance
with the 180-day time limit is not optional.
10
b. Scope-of-Subparts Canon
Southern Furniture argues that § 13710(a)(3) applies only before the STB
under the so-called scope-of-subparts canon.2 Under that canon, “[m]aterial within an
indented subpart relates only to that subpart.” Antonin Scalia & Bryan A. Garner,
Reading Law: The Interpretation of Legal Texts 156 (2012). Southern Furniture
contends that § 13710(a)(3) is concerned with the STB, so the time limit is likewise
limited to proceedings before the STB.
The premise of Southern Furniture’s argument is incorrect. Section
13710(a)(3) speaks both to optional proceedings before the STB and to the time limit
for collecting or contesting charges. The entire subsection is indented in two parts,
(A) and (B), and there is no modifying language that appears before or after the
indents.3 Consequently, to the extent the scope-of-subparts canon tells us anything, it
teaches that all of subpart (A) applies to actions “Initiated by motor carriers,” while
all of subpart (B) applies to actions “Initiated by shippers.” Accordingly, we find
2
The parties spend many pages debating whether Southern Furniture raised the
scope-of-subparts canon in briefing before the district court. We need not resolve this
dispute, because “we may depart from the general waiver rule in our discretion.”
Daigle v. Shell Oil Co., 972 F.2d 1527, 1539 (10th Cir. 1992). Here, we exercise our
discretion to consider Southern Furniture’s scope-of-subparts argument in the interest
of correct statutory interpretation, “a strictly legal question.” Id.3
By contrast, the examples Scalia and Garner use to illustrate the scope-of-
subparts canon involve multiple levels of indentation. Scalia & Garner, supra, at
156–58.
11
nothing in the canon that requires us to construe the first sentence’s reference to the
STB as overriding our plain language interpretation of the second sentence.
c. Deference to the STB
To reiterate, the STB has interpreted § 13710(a)(3)’s time limit to apply
generally, whether a party ultimately seeks redress before the STB or a court. See
Carolina Traffic, 1996 WL 303722, at *3. In this case, neither party asks that we
afford the STB’s interpretation deference under Chevron, U.S.A., Inc. v. Nat. Res.
Def. Council, Inc., 467 U.S. 837 (1984).
That is fitting, for it would be inappropriate for us to apply Chevron deference
to the STB’s interpretation. “As the Supreme Court explained in United States v.
Mead Corp., 533 U.S. 218 (2001), the initial step of the Chevron inquiry is actually
to determine whether Chevron should apply at all.” Sinclair Wyo. Ref. Co. v. U.S.
EPA, 887 F.3d 986, 990 (10th Cir. 2017). We ask whether “Congress delegated
authority to the agency generally to make rules carrying the force of law,” and
whether “the agency interpretation claiming deference was promulgated in the
exercise of that authority.” Id. at 991 (quoting Mead, 533 U.S. at 226–27).
In the context of the ICCTA, there is no evidence Congress intended to
delegate to the STB the question whether the 180-day time limit applies in court. And
it would be odd for Congress to make such a choice, given the fact that courts have
just as much, if not more, expertise than administrative agencies in determining
applicable time limits.
12
That leaves us to apply Skidmore deference to the STB’s interpretation. See
Skidmore v. Swift & Co., 323 U.S. 134, 140 (1944) (citing “the thoroughness evident
in [the agency’s] consideration, the validity of its reasoning, its consistency with
earlier and later pronouncements, and all those factors which give it power to
persuade”). Yet, the STB’s interpretation is grounded in nothing more than the plain
language of the statute. So, the STB’s interpretation does not add any additional force
to our plain meaning analysis.
d. Section 14101(b)(2)
Southern Furniture asks that we look to 49 U.S.C. § 14101(b)(2) to inform our
interpretation of § 13710(a)(3). Section § 14101(b)(2) provides that “[t]he 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.” According to Southern Furniture, the fact that § 14101(b)(2)
contemplates litigation in court indicates that Congress meant for § 13710’s time
limit to apply only to proceedings before the STB.4
Southern Furniture’s argument is unpersuasive. Section 14101(b)(2)
establishes that if a shipper or carrier wants to allege breach of a contract described
in § 14101(b), it must do so “in an appropriate State court or United States district
court.” But § 14101 says nothing that contradicts, or even calls into question,
4
YRC did not respond to this argument in its response brief. We exercise our
discretion to address the argument despite YRC’s oversight, in the interest of correct
statutory interpretation. See Daigle, 972 F.2d at 1539.
13
§ 13710(a)(3)(B)’s time limit for a shipper to provide notice that it intends to contest
a bill.5 A shipper or carrier can comply with the 180-day limit provided in
§ 13710(a)(3)(B) and, if the issue remains unresolved, file a breach of contract action
in an appropriate court within the applicable statute of limitations. The two
provisions are not in tension.
Southern Furniture is a Shipper.
Southern Furniture’s next argument is that § 13710(a)(3) does not apply
because Southern Furniture is not a “shipper” within the meaning of the statute. We
disagree.
The ICCTA does not define “shipper.” In the absence of a statutory definition,
we rely on ordinary meaning. See Bostock, 140 S. Ct. at 1750. One ordinary meaning
of “shipper” is “[s]omeone who contracts with a carrier for the transportation of
cargo.” Shipper, Black’s Law Dictionary (11th ed. 2019). Southern Furniture falls
within this definition because, according to the amended complaint, Southern
Furniture contracted with YRC to transport goods.
5
We express no view on the district court’s ruling that § 13710(a)(3) is a
statute of repose. Southern Furniture argues in a footnote that the district court’s
ruling “further shows [its] failure to consider the provision in context.” Appellant Br.
at 21–22 n.2. This assertion, couched as a subcomponent of Southern Furniture’s
textual argument about the import of § 14101(b), is not sufficient for us to consider
whether equitable tolling is appropriate. See United States v. Hardman, 297 F.3d
1116, 1131 (10th Cir. 2002) (“Arguments raised in a perfunctory manner, such as in a
footnote, are waived.”).
14
Southern Furniture resists this straightforward conclusion by invoking the
ICCTA’s definition of “individual shipper.” The ICCTA defines “individual shipper”
as “any person who—(A) is the shipper, consignor, or consignee of a household
goods shipment; (B) is identified as the shipper, consignor, or consignee on the face
of the bill of lading; (C) owns the goods being transported; and (D) pays his or her
own tariff transportation charges.” 49 U.S.C. § 13102(13).
Southern Furniture focuses on subsection (A) of this definition and argues that
it is not an “individual shipper” because it does not ship “household goods.” The
ICCTA defines “household goods” as
personal effects and property used or to be used in a dwelling, when a
part of the equipment or supply of such dwelling, and similar property if
the transportation of such effects or property is—
(A) arranged and paid for by the householder, except such term
does not include property moving from a factory or store, other
than property that the householder has purchased with the intent
to use in his or her dwelling and is transported at the request of,
and the transportation charges are paid to the carrier by, the
householder; or
(B) arranged and paid for by another party.
49 U.S.C. § 13102(10).
Whether or not Southern Furniture is an “individual shipper,” does not bear on
whether Southern Furniture is a “shipper,” as that term is used in § 13710(a)(3)(B).
The ICCTA’s definition of “individual shipper” itself twice refers to “the shipper,”
indicating that the two terms mean different things. 49 U.S.C. § 13102(13).
15
Consequently, the ICCTA’s definition of “individual shipper” is not an appropriate
guide to the meaning of “shipper” in § 13710(a)(3)(B).
Southern Furniture’s Amended Complaint Presents a Billing Dispute.
Southern Furniture’s final argument is that § 13710(a)(3) does not apply
because the amended complaint asserts fraud and does not merely “contest . . .
charges.” Again, we disagree.
In common parlance, the amended complaint seeks to “contest . . . charges.”
49 U.S.C. § 13710(a)(3)(B). “Contest,” when used as a verb, sometimes means “[t]o
litigate or call into question; challenge.” Contest, Black’s Law Dictionary (11th ed.
2019). Southern Furniture alleges that for more than a decade YRC overcharged its
customers for LTL shipments, by eliminating negative reweighs. In other words,
Southern Furniture is challenging YRC’s charges. The allegations in the amended
complaint are therefore covered by § 13710(a)(3)(B)’s 180-day time limit.
The only time the phrase “billing dispute[]” appears in § 13710(a)(3) is the
subsection’s heading. To be sure, “the title of a statute or section can aid in resolving
an ambiguity in the legislation’s text.” I.N.S. v. Nat’l Ctr. for Immigrants’ Rights,
Inc., 502 U.S. 183, 189 (1991). But we do not see any ambiguity in what it means to
“contest . . . charges.” 49 U.S.C. § 13710(a)(3)(B). And even if we did identify some
ambiguity, Southern Furniture does not explain why the meaning of “billing
dispute[]” is narrower than the meaning of “contest[ing] . . . charges” in this context.
In response, Southern Furniture cites Grocery Haulers, Inc. v. C & S
Wholesale Grocers, Inc., No. 11 CIV. 3130 DLC, 2012 WL 4049955 (S.D.N.Y.
16
Sept. 14, 2012) (unpublished). There, the district court held that § 13710(a)(3)’s 180-
day time limit did not apply to a lawsuit that alleged “fraudulent and deceptive
business practices” and that asserted “a cause of action under § 14704(a)(2).” Id. at
11. Southern Furniture does not assert a cause of action under § 14704(a)(2). And
while Southern Furniture does allege fraud, it does so as part of a claim “contest[ing]
. . . charges” under § 13710.6 Consequently, even if Grocery Haulers could be read to
hold that any claim asserting fraudulent practices is exempt from the 180-day notice
requirement, we would find it unpersuasive in light of the plain language of
§ 13710(a)(3).
Our interpretation of the statute is also not in conflict with the Second
Circuit’s decision in U.S. ex rel. Grupp v. DHL Express (USA), Inc., 742 F.3d 51 (2d
Cir. 2014). There, the Second Circuit held that the 180-day time limit “cannot apply
to a qui tam action under the [False Claims Act].” Id. at 53. But the court reserved
the question whether “the 180–day rule applies to other kinds of suits brought in
court.” Id. Here, Southern Furniture does not bring a claim under the False Claim Act
or a qui tam action.
6
Southern Furniture also cites U1it4less, Inc. v. Fedex Corp., 871 F.3d 199(2d Cir. 2017), but that opinion does not mention § 13710. Rather, U1it4less held that
FedEx’s practice of overcharging by “[u]pweighting” certain shipments fell outside
§ 13708(b)’s prohibition on false or misleading invoices. Id. at 202–05.
17
III. CONCLUSION
For the foregoing reasons, we AFFIRM the district court’s dismissal of
Southern Furniture’s complaint.
18
Southern Furniture Leasing, Inc. v. YRC, et al., No. 19-3262
EID, J., dissenting.
The majority holds that Southern Furniture Leasing’s state common law and
statutory claims alleging that YRC1 engaged in a fraudulent scheme to overcharge its
customers—including claims of breach of contract, breach of the duty of good faith and
fair dealing, unjust enrichment, and deceptive trade practices—are time-barred under the
180-day limitations period contained in the Interstate Commerce Commission
Termination Act of 1995 (“ICCTA”), Pub. L. 104-88, § 103, 109 Stat. 803, 877–78. But
the language of the 180-day limitation, 49 U.S.C. § 13710(a)(3)(B), applies only when a
customer contests a bill before the U.S. Surface Transportation Board, not when it brings
an action in court alleging fraudulent overcharging, such as the case here. Because the
majority concludes otherwise, I respectfully dissent from its opinion.2
As is industry standard for freight carriers, YRC contracted with its customers
based on an estimated weight of their shipments and then later reweighed those
shipments to determine their actual weights, adjusting charges accordingly. Southern
Furniture alleges that, beginning in September 2005, YRC stopped adjusting customer
charges downward when reweighs were less than initially estimated, while still adjusting
upward when reweighs were more than the initial estimate—all without telling anyone.
1
The complaint is brought against YRC and its affiliates, referred to collectively here as
YRC.
2
I agree with the majority that Southern Furniture has established standing. Maj. Op. at
5–6.
Southern Furniture filed this putative class action suit after the Department of Justice
unsealed a qui tam complaint revealing YRC’s alleged scheme.
At the heart of this appeal is the interpretation of the following provision from
ICCTA:
(3) Billing disputes.
(B) Initiated by shippers. If a shipper seeks to contest the charges
originally billed or additional charges subsequently billed, the shipper
may request that the [Surface Transportation Board] determine
whether the charges billed must be paid. A shipper must contest the
original bill or subsequent bill within 180 days of receipt of the bill in
order to have the right to contest such charges.
49 U.S.C. § 13710(a)(3)(B). The majority focuses on the second sentence—and solely
on the second sentence—that states a customer “must contest [the bill] within 180 days of
receipt of the bill in order to have the right to contest such charges.” Because the suit in
this case was brought after the qui tam action revealed the alleged scheme to overcharge,
years after YRC presented bills to customers that were the product of the alleged
scheme,3 the majority reasons the suit is time-barred by the 180-day limitation.
The majority’s mistake in my view is its myopic focus on the second sentence.
The 180-day limitation should not be read in isolation but rather in the context of the
entire provision. Indeed, it is axiomatic that statutory language must be read in context.
Statutory language “cannot be construed in a vacuum. It is a fundamental canon of
statutory construction that the words of a statute must be read in their context and with a
3
The qui tam action revealed the alleged scheme on December 14, 2018. This suit was
brought on March 8, 2019. The YRC scheme is alleged to have started in September
2005.
2
view to their place in the overall statutory scheme.” Roberts v. Sea-Land Services, Inc.,
566 U.S. 93, 100 (2012) (quoting Davis v. Michigan Dept. of Treasury, 489 U.S. 803,
809 (1989)); accord Gen. Dynamics Land Sys. v. Cline, 540 U.S. 581, 596 (2004) (It is a
“cardinal rule that statutory language must be read in context [since] a phrase gathers
meaning from the words around it.” (quotations omitted)); Bd. of Cnty. Comm’rs v.
Suncor Energy (U.S.A.) Inc., 965 F.3d 792, 804–07 (10th Cir. 2020) (explaining that the
meaning of statutory text must be ascertained through the context in which it exists).
The context at issue here—that is, the first sentence—makes clear that the 180-day
limitation contained in the second sentence applies only to billing “contests” brought
before the Surface Transportation Board. The first sentence does two primary things. It
describes the kind of disputes that are subject to 49 U.S.C. § 13710(a)(3)(B)—namely,
when customers (“shippers”) want to “contest” a “charge[]” that was “billed.” It also
describes how such a “contest” can be resolved—namely, the customer may ask the
Board to determine whether the charges “must be paid.” Turning to the second sentence,
the language places a time limitation on when such a “contest” must be made: “A
shipper must contest the original bill or subsequent bill within 180 days of receipt of the
bill in order to have the right to contest such charges.” § 13710(a)(3)(B) (emphasis
added). Surely, the “contest” on which the limitation is placed by the second sentence is
the same “contest” described in the first sentence. See Powerex Corp. v. Reliant Energy
Servs., 551 U.S. 224, 232 (2007) (“[I]dentical words and phrases within the same statute
should normally be given the same meaning.”). When read as a whole, § 13710(a)(3)(B)
3
provides that if a customer wants to contest a bill, it can bring such a contest before the
Board, but only within 180 days of receiving the bill.
Once it focuses in on the second sentence, which uses an unqualified “must,” the
majority concludes the 180-day requirement applies in all situations where a customer
contests a bill, even where the challenge is brought in a court action. Maj. Op. at 10. I
agree with the majority that the 180-day limitation is “not optional.” Id. But the fact that
compliance with the limitation is mandatory says nothing about the scope of the
limitation in the first instance. The context of the limitation demonstrates that it applies
only to billing contests before the Board. Similarly, while the majority suggests that
Congress could have included language in the second sentence expressly confining the
limitation to proceedings before the Board had it intended that meaning, id., there was no
reason for it to do so, as the first sentence already indicates that the provision is
addressing billing contests brought before the Board.
The majority’s interpretation applying the 180-day limitation to all claims that
might challenge a bill, rather than just those brought before the Board, is far too broad
and impedes other parts of ICCTA with separate statutes of limitation. See Aulston v.
United States, 915 F.2d 584, 589 (10th Cir. 1990) (“In interpreting statutes . . . we look to
the provisions of the whole law.”). The majority concedes that the first sentence of
§ 13710(a)(3)(B) is permissive; a shipper may but need not contest shipping charges
through Board proceedings. Maj. Op. at 8. Litigation is still an option for shippers. For
example, § 14705, which is a section regarding “[l]imitation[s] on actions by and against
carriers,” expressly states that “[a] person must begin a civil action to recover
4
overcharges within 18 months after the claim accrues.” Id. at § 14705(b). In fact, courts
have held that § 14705(b) covers any claim for overcharges brought by a shipper against
a carrier, even when the shipper is alleging state law breach of contract claims.4 Barber
Auto Sales, Inc. v. United Parcel Servs., 494 F. Supp. 2d 1290, 1295 (N.D. Ala. 2007);
see also Lear Corp. v. LH Trucking, Inc., No. 05-74477, 2008 WL 2610239, at *10 (E.D.
Mich. July 1, 2008) (adopting Barber Auto Sales, Inc. but restricting the statute’s
application to interstate shipments). Yet under the majority’s interpretation, claims made
under § 14705 for overcharges would be subject to the 180-day limitation because the
overcharges would have been reflected in bills.5
Congress made clear that “[e]xcept as otherwise provided in this part, the remedies
provided under this part are in addition to remedies existing under another law or
common law.” 49 U.S.C. § 13103. Yet application of the 180-day requirement to all
4
Section 14101(b)(2) provides that “[t]he 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.” § 14101(b)(2).
5
Similarly, § 14704(a)(2) states: “A carrier or broker providing transportation or service
subject to jurisdiction under chapter 135 [49 U.S.C. §§ 13501 et seq.] is liable for
damages sustained by a person as a result of an act or omission of that carrier or broker in
violation of this part [49 U.S.C. §§ 13101 et seq.].” Courts have held that claims brought
under this section have a 4-year statute of limitations. See, e.g, Owner-Operator Indep.
Drivers Ass’n v. Landstar Sys., 541 F.3d 1278 (11th Cir. 2008); Owner-Operator Indep.
Drivers Ass’n v. United Van Lines, LLC, 556 F.3d 690 (8th Cir. 2009); Owner-Operator
Indep. Drivers Ass’n v. Mayflower Transit, LLC, 615 F.3d 790 (7th Cir. 2010), cert.
denied, 562 U.S. 1271 (2011). That section has been applied in contexts that would now
fall under the majority’s expansive reading of the 180-day requirement. See, e.g., Richter
v. N. Am. Van Lines, Inc., 110 F. Supp. 2d 406, 415 (D. Md. 2000) (allowing a shipper to
sue a carrier for “overbooking [and] unreasonably overestimating shipment weight”);
Grocery Haulers, Inc. v. C & S Wholesale Grocers, Inc., No. 11 CIV. 3130 DLC, 2012
WL 4049955, at *11 (S.D.N.Y. Sept. 14, 2012) (unpublished) (applying a four-year
statute of limitations to allegations of “fraudulent and deceptive business practices”).
5
disputes involving a bill virtually guts all state causes of action, like those brought here,
that allege a fraudulent scheme to overcharge customers. That is because, by their very
nature, fraudulent schemes to overcharge are typically concealed from the customer.
Here, it is alleged that YRC did not inform customers that it was no longer making
downward adjustments to initial estimates, all the while continuing to make upward
adjustments. Fatal to Southern Furniture’s claims, the majority holds, is the fact that the
overcharges were reflected in the bills that Southern Furniture paid and failed to contest
within 180 days. Yet customers like Southern Furniture only discovered that they had
been allegedly overcharged once the qui tam action was released, years after they had
paid the bills and long after 180 days has passed. Under the majority’s interpretation,
then, the sort of fraud alleged in this case simply cannot be addressed by state statutory
and common law, in contradiction to the language of § 13103 that expressly preserves
such causes of action.
“Adhering to the fair meaning of the text (the textualist’s touchstone) does not
limit one to the hyperliteral meaning of each word in the text. . . . The full body of a text
contains implications that can alter the literal meaning of individual words.” Antonin
Scalia & Bryan A. Garner, Reading Law: The Interpretation of Legal Texts 356 (2012)
(footnote omitted). Such is the case here, where the scope of the 180-day limitation in
the second sentence of § 13710(a)(3)(B) is defined by the first sentence. Accordingly, I
would reverse the district court’s order granting YRC’s motion to dismiss and remand for
further proceedings. I respectfully dissent.
6