Tobias Chavez v. Dole Food Company Inc ( 2016 )


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  •                                PRECEDENTIAL
    UNITED STATES COURT OF APPEALS
    FOR THE THIRD CIRCUIT
    _______________
    No. 13-4144
    _______________
    TOBIAS BERMUDEZ CHAVEZ, et al.,
    v.
    DOLE FOOD COMPANY, INC., et al.
    (D. Del. No. 1-12-cv-00697)
    JULIO ABREGO ABREGO, et al.,
    v.
    DOLE FOOD COMPANY, INC., et al.
    (D. Del. No. 1-12-cv-00698)
    ALVARADO ALFARO MIGUEL FRANCISCO, et al.,
    v.
    DOLE FOOD COMPANY, INC., et al.
    (D. Del. No. 1-12-cv-00699)
    JORGE LUIS AGUILAR MORA, et al.,
    v.
    DOLE FOOD COMPANY, INC., et al.
    (D. Del. No. 1-12-cv-00700)
    EDWIN AGUERO JIMENEZ, et al.,
    v.
    DOLE FOOD COMPANY, INC., et al.
    (D. Del. No. 1-12-cv-00701)
    GONZALEZ ARAYA FRANKLIN, et al.,
    v.
    DOLE FOOD COMPANY, INC., et al.
    (D. Del. No. 1-12-cv-00702)
    TOBIAS BERMUDEZ CHAVEZ, et al.,
    Appellants
    _______________
    On Appeal from the District Court
    for the District of Delaware
    (Civil Nos. 1-12-cv-00697, 1-12-cv-00698, 1-12-cv-00699,
    1-12-cv-00700, 1-12-cv-00701, and 1-12-cv-00702)
    District Judge: Honorable Richard G. Andrews
    _______________
    2
    Argued on June 24, 2014 before Merits Panel
    Court Ordered Rehearing En Banc on September 22, 2015
    Argued En Banc on February 17, 2016
    Before: McKEE, Chief Judge, AMBRO, FUENTES*,
    SMITH, FISHER, CHAGARES, GREENAWAY, JR.,
    VANASKIE, SHWARTZ, KRAUSE, and
    RESTREPO, Circuit Judges
    (Opinion Filed: September 2, 2016)
    Scott M. Hendler
    Hendler Lyons Flores
    1301 West 25th Street, Suite 400
    Austin, TX 78705
    Jonathan S. Massey         [ARGUED]
    Massey & Gail LLP
    1325 G Street, N.W., Suite 500
    Washington, DC 20005
    Counsel for Appellants
    *
    The Honorable Julio M. Fuentes assumed Senior Status on
    July 18, 2016.
    3
    Caitlin J. Halligan
    Andrea E. Neuman         [ARGUED]
    Gibson, Dunn & Crutcher LLP
    200 Park Avenue, 47th Floor
    New York, NY 10166
    William E. Thomson, III
    Gibson, Dunn & Crutcher LLP
    333 South Grand Avenue
    47th Floor
    Los Angeles, CA 90071
    Somers S. Price, Jr.
    Potter, Anderson & Corroon LLP
    1313 North Market Street, 6th Floor
    Wilmington, DE 19801
    Counsel for Appellees Dole Food Company, Inc., Dole
    Fresh Fruit, Standard Fruit Company, Standard Fruit
    and Steamship Company
    Michael L. Brem
    Schirrmeister Diaz-Arrastia Brem, LLP
    700 Milam Street, 10th Floor
    Houston, TX 77002
    Donald E. Reid
    Morris, Nichols, Arsht & Tunnell LLP
    1201 North Market Street, P.O. Box 1347
    Wilmington, DE 19899
    Counsel for Appellee Dow Chemical Co.
    4
    Timothy J. Houseal
    Jennifer M. Kinkus
    Young Conaway Stargatt & Taylor LLP
    1000 North King Street
    Rodney Square
    Wilmington, DE 19801
    D. Ferguson McNiel, III
    Vinson & Elkins LLP
    1001 Fannin Street, Suite 2500
    Houston, TX 77002
    Counsel for Appellee Occidental Chemical Corp.
    John C. Phillips, Jr.
    Phillips, Goldman, McLaughlin & Hall, P.A.
    1200 North Broom Street
    Wilmington, DE 19806
    Counsel for Appellee AMVAC Chemical Corporation
    Kelly E. Farnan
    Katharine L. Mowery
    Richards, Layton & Finger, P.A.
    920 North King Street
    One Rodney Square
    Wilmington, DE 19801
    Counsel for Appellee Shell Oil Co.
    5
    Steven L. Caponi           [ARGUED]
    Blank Rome LLP
    1201 Market Street, Suite 800
    Wilmington, DE 19801
    R. Jack Reynolds
    Samuel E. Stubbs
    Pillsbury, Winthrop, Shaw & Pittman LLP
    909 Fannin Street, Suite 2000
    Two Houston Center
    Houston, TX 77010
    Counsel for Appellees Chiquita Brands International,
    Inc., Chiquita Brands, L.L.C., Chiquita Fresh North
    America, L.L.C.
    Boaz S. Morag
    Cleary, Gottlieb, Steen & Hamilton LLP
    One Liberty Plaza
    New York, NY 10006
    James W. Semple
    Cooch & Taylor
    1000 West Street, 10th Floor
    Wilmington, DE 19801
    Counsel for Del Monte Fresh Produce N.A., Inc.
    _______________
    OPINION OF THE COURT
    _______________
    6
    FUENTES, Circuit Judge, with whom McKEE, Chief Judge,
    AMBRO, SMITH, FISHER, CHAGARES, GREENAWAY,
    JR., VANASKIE, SHWARTZ, KRAUSE, and RESTREPO,
    Circuit Judges, join.
    The plaintiffs in these cases are foreign agricultural
    workers who labored on banana plantations in Central and
    South America from the 1960s through the 1980s. They
    allege that their employers and certain chemical companies
    knowingly exposed them to toxic pesticides over many years,
    and that this exposure caused adverse health consequences
    ranging from sterility, to birth defects, to a heightened risk of
    cancer. Litigation against the defendants first began in Texas
    state court in 1993, yet to date no court has reached the merits
    of the plaintiffs’ claims.
    A series of byzantine procedural developments
    eventually led the plaintiffs out of Texas and into Louisiana,
    where they filed several diversity-based suits in federal
    district court raising tort claims against the defendants under
    Louisiana law. The defendants moved to dismiss those
    claims on timeliness grounds, and the plaintiffs, fearing that
    the Louisiana District Court would grant those motions, filed
    nearly identical suits in the District of Delaware raising
    analogous tort claims under Delaware law. Because the
    timeliness rules of Louisiana and Delaware are different, the
    plaintiffs hoped that, even if the Louisiana District Court
    concluded that their claims were time-barred under Louisiana
    law, the Delaware District Court would reach the opposite
    conclusion under Delaware law.            These developments
    eventually gave rise to three procedural questions we now
    confront in this appeal.
    7
    Our initial inquiry concerns proper application of “the
    first-filed rule.” That rule is a comity-based doctrine stating
    that, when duplicative lawsuits are filed successively in two
    different federal courts, the court where the action was filed
    first has priority. In some cases, “first-filed” courts have
    relied on the rule to enjoin litigation in other jurisdictions. In
    other cases, “second-filed” courts have cited the rule to defer
    consideration of a matter until proceedings have concluded
    elsewhere. Application of the rule is discretionary.1 If a
    second-filed court decides to invoke the rule, it also has the
    discretion to decide whether to stay, transfer, or dismiss the
    case before it. Here, the Delaware District Court chose to
    apply the first-filed rule and then, rather than staying or
    transferring the plaintiffs’ claims, it dismissed those claims
    with prejudice.2 That decision effectively terminated the
    plaintiffs’ cases. On appeal, the plaintiffs contend that these
    dismissals were an abuse of discretion.
    The second issue relates to personal jurisdiction. One
    of the defendants, Chiquita Brands International, moved for
    dismissal on the ground that the Delaware District Court
    lacked personal jurisdiction over it. The plaintiffs argued that
    personal jurisdiction was present, but, in the event that the
    1
    See E.E.O.C. v. Univ. of Pa., 
    850 F.2d 969
    , 972
    (3d Cir. 1988), aff’d on other grounds, 
    493 U.S. 182
     (1990)
    (“[W]e review [a] district court’s order [under the first-filed
    rule] for abuse of discretion.”).
    2
    “The label ‘with prejudice’ attached to the dismissal of a
    claim signifies that the dismissal is an adjudication of the
    merits and hence a bar to further litigation of the claim.”
    Korvettes, Inc. v. Brous, 
    617 F.2d 1021
    , 1024 (3d Cir. 1980).
    8
    Delaware District Court disagreed, they asked it to transfer
    their claims against Chiquita Brands International to New
    Jersey, where that defendant is incorporated, rather than
    dismiss them outright. The Delaware District Court held that
    it lacked personal jurisdiction and refused to transfer the
    claims, believing that its decision to dismiss all other
    defendants under the first-filed rule merited a similar
    dismissal as to Chiquita Brands International. The plaintiffs
    contest that ruling on appeal.
    Our third inquiry relates to the doctrine of res judicata.
    While the defendants’ motions to dismiss under the first-filed
    rule were pending in Delaware, the Louisiana District Court
    dismissed the plaintiffs’ claims on timeliness grounds.
    Certain defendants in the Delaware suits, reacting to this
    development, moved to dismiss the plaintiffs’ Delaware
    claims on the ground that the Louisiana dismissals ought to
    bar re-litigation of related claims in another forum. The
    Delaware District Court declined to reach the issue in view of
    its application of the first-filed rule, but the issue nonetheless
    confronts our Court today given the present posture of these
    cases.
    Our resolution of this appeal is therefore threefold.
    First, we conclude that the Delaware District Court abused its
    discretion under the first-filed rule by dismissing the
    plaintiffs’ claims with prejudice. Second, we conclude that
    the Delaware District Court erred by refusing to transfer the
    plaintiffs’ claims against Chiquita Brands International to
    another forum. And third, we conclude that the timeliness
    dismissals entered by the Louisiana District Court do not
    create a res judicata bar to the plaintiffs’ Delaware suits. As
    these cases come to us today, there is a serious possibility that
    9
    no court will ever reach the merits of the plaintiffs’ claims.
    More than twenty years after this litigation began, we think
    that outcome is untenable—both as a matter of basic fairness
    and pursuant to the legal principles that govern this
    procedurally complex appeal.3
    Accordingly, we will vacate the Delaware District
    Court’s dismissals and remand these cases for further
    proceedings.
    I.     Background
    These cases arise from the use of the pesticide
    dibromochloropropane (DBCP) on banana farms in several
    countries, including Panama, Ecuador, and Costa Rica. The
    plaintiffs allege that they were exposed to DBCP beginning in
    the 1960s and ending sometime in the 1980s, and that their
    exposure to DBCP has caused them to suffer from a number
    of serious health problems. The plaintiffs have been seeking
    redress for those injuries in various courts around the country
    and, indeed, around the world for over twenty years.
    3
    By emphasizing the procedural complexity of this case, we
    do not mean to suggest that the defendants have acted
    improperly or unethically by seeking to defeat the plaintiffs’
    claims solely on procedural grounds. Within reasonable
    boundaries, the defendants are free to pursue their interests in
    the courtroom in whatever manner they deem appropriate.
    10
    The full history of these cases has been well chronicled
    elsewhere, and we will not duplicate those efforts here.4 Still,
    because the complexity of this litigation’s procedural history
    bears on our substantive analysis, we provide a brief
    summary of that history below.
    A.     Procedural History in the Texas Courts
    This litigation began in 1993 with the filing of a class
    action in Texas state court.5 The defendants quickly adopted
    a three-step strategy for defeating the plaintiffs’ claims. First,
    they impleaded various foreign entities under the Foreign
    Sovereign Immunities Act.6 This, in turn, provided a hook
    for federal jurisdiction.7 Second, the defendants removed the
    case to the United States District Court for the Southern
    District of Texas. Third, the defendants asked the Texas
    4
    See, e.g., Blanco v. AMVAC Chem. Corp., No. N11C-07-
    149 (JOH), 
    2012 WL 3194412
    , at *1–5 (Del. Super. Ct.
    Aug. 8, 2012) (providing a very thorough recital of this
    litigation’s many twists and turns).
    5
    In reality, multiple groups of plaintiffs filed competing
    lawsuits, leading to months of inter-court wrangling and
    eventual consolidation in the Texas courts. We elide these
    and similar details for the sake of brevity.
    6
    See 
    28 U.S.C. §§ 1330
    , 1603.
    7
    The United States Supreme Court later rejected the
    defendants’ view of what kinds of foreign companies the
    Foreign Sovereign Immunities Act permits a defendant to
    implead. See Dole Food Co. v. Patrickson, 
    538 U.S. 468
    ,
    476–77 (2003).
    11
    District Court to dismiss the plaintiffs’ class action on the
    ground of forum non conveniens.8
    This strategy was successful, at least for a time. In
    1995, the Texas District Court granted the defendants’
    request for a forum non conveniens dismissal, thereby
    sending the plaintiffs back to their home countries to try to
    litigate their claims there.9 It also denied all other pending
    motions as moot, including the plaintiffs’ pending motion for
    class certification.10 Even so, the Texas District Court stated
    8
    The doctrine of forum non conveniens embodies the
    principle that, “[a]lthough a plaintiff’s choice of forum should
    rarely be disturbed, ‘[w]hen an alternative forum has
    jurisdiction to hear the case, and when trial in the plaintiff’s
    chosen forum would establish . . . oppressiveness and
    vexation to a defendant . . . out of all proportion to plaintiff’s
    convenience, or when the chosen forum [is] inappropriate
    because of considerations affecting the court’s own
    administrative and legal problems, the court may, in the
    exercise of its sound discretion, dismiss the case.’” Kisano
    Trade & Invest Ltd. v. Lemster, 
    737 F.3d 869
    , 873
    (3d Cir. 2013) (all alterations in original except first) (second
    set of internal quotation marks omitted) (quoting Windt v.
    Qwest Commc’ns Int’l, Inc., 
    529 F.3d 183
    , 189
    (3d Cir. 2008)).
    9
    See Delgado v. Shell Oil Co., 
    890 F. Supp. 1324
    , 1373
    (S.D. Tex. 1995).
    10
    See 
    id. at 1375
    .
    12
    that the plaintiffs could return to federal court if their home
    countries refused to take jurisdiction over their claims.11
    By the early-2000s, it had become clear that foreign
    courts were, as the Texas District Court anticipated, unwilling
    to hear these cases. As a result, the plaintiffs returned to
    Texas and asked for permission to litigate their claims in the
    United States. The Texas District Court, acting under the
    return jurisdiction clause it included in its 1995 dismissal
    order, revived the case and sent it back to Texas state court.12
    11
    See 
    id.
     (“[I]n the event that the highest court of any
    foreign country finally affirms the dismissal for lack of
    jurisdiction of any action commenced by a plaintiff in these
    actions in his home country or the country in which he was
    injured, that plaintiff may return to this court and, upon
    proper motion, the court will resume jurisdiction over the
    action as if the case had never been dismissed . . . .”).
    12
    See Delgado v. Shell Oil Co., 
    322 F. Supp. 2d 798
    ,
    816−17 (S.D. Tex. 2004). In fact, the procedural questions
    that arose upon the plaintiffs’ return to the United States were
    more complicated still. Because of the intervening effect of
    the Supreme Court’s Patrickson decision, supra note 7, the
    Texas District Court concluded that it lacked subject matter
    jurisdiction to decide any motion to reinstate the plaintiffs’
    cases in federal court. Id. at 813–15. It therefore remanded
    those cases (which had previously been consolidated) to the
    Texas state courts with instructions for those courts to decide
    the reinstatement question. Id. at 816–17. Note that this
    entire morass was created by the defendants’ twin decisions
    to invoke the Foreign Sovereign Immunities Act and seek a
    forum non conveniens dismissal in the first instance.
    13
    The defendants challenged the reinstatement but were
    unsuccessful.13 In 2009, they again removed the case to
    federal court, this time claiming that Congress’s passage of
    the Class Action Fairness Act in 2005 conferred federal
    jurisdiction over the plaintiffs’ state-law claims, even though
    the plaintiffs sued the defendants well over a decade before
    the Act came into effect. The Texas District Court rejected
    this argument and—again—remanded the case to state
    court.14
    There, the defendants obtained a denial of class
    certification in 2010.15 That decision brought the Texas-
    based chapter of this saga to a close.
    B.     Subsequent Litigation in Louisiana and
    Delaware
    After the denial of class certification in Texas, the
    plaintiffs in these cases decided to strike out on their own and
    sue the defendants on a non-class basis. They determined
    13
    See In re Standard Fruit Co., No. 14-05-00697-CV, 
    2005 WL 2230246
     (Tex. App. 14th Dist. Sept. 13, 2005) (denying
    defendants’ petitions for a writ of mandamus challenging the
    reinstatement).
    14
    See App. Vol. II at 208–13 (a copy of the slip opinion in
    Carcamo v. Shell Oil Co., No. 09-cv-258 (KMH) (S.D. Tex.
    Dec. 18, 2009), remanding the case to state court).
    15
    See id. at 214 (a copy of the order in Carcamo v. Shell Oil
    Co., No. 93-C-2290 (Tex. Dist. Ct. Brazoria Cty. June 3,
    2010), denying the plaintiffs’ motion for class certification).
    14
    that it made sense to sue in either Louisiana or Delaware,16
    but, given the long pedigree of this litigation, there were
    potential timeliness problems in both jurisdictions.
    Those problems were twofold. First, there was the
    issue of cross-jurisdictional class action tolling.17 The
    plaintiffs’ claims flow from state-law causes of action with
    relatively short limitations periods. The plaintiffs maintain
    that this is not a barrier to suit because the pendency of their
    class action in Texas should have tolled any applicable
    limitations period between 1993, when the putative class
    action was filed, and 2010, when the Texas state court denied
    class certification. At the time the plaintiffs were deciding
    whether to sue in Louisiana or Delaware, however, it was
    unclear whether the courts in those states would agree.18
    16
    See Pls.’ Br. at 11–12 (explaining that “Standard Fruit
    was based in Louisiana and United Fruit (now Chiquita)
    maintained corporate operations there,” while “Delaware is
    the chosen State of incorporation of numerous of the
    defendants, including Dow, Shell, Chiquita and Dole”).
    17
    In many instances, courts have concluded that the filing of
    a class action complaint stops the statute of limitations clock
    (that is, “tolls” it) with respect to unnamed members of the
    class. By using the phrase “cross-jurisdictional class action
    tolling,” we mean to describe the question of “whether a state
    court would engage in [such] tolling during the pendency of a
    class action in another court.” Wade v. Danek Med., Inc., 
    182 F.3d 281
    , 287 (4th Cir. 1999).
    18
    In the federal system, “the Supreme Court [has] held that
    where class certification has been denied because of the
    15
    Second, even if Louisiana or Delaware were to
    recognize cross-jurisdictional class action tolling, the
    plaintiffs’ claims might still be untimely. Recall that the
    plaintiffs’ class action was filed in Texas state court, removed
    to the Texas District Court, dismissed on the ground of forum
    non conveniens, and then reinstated several years later. If a
    court were to conclude that the plaintiffs’ class action was not
    “pending” during the period of the forum non conveniens
    dismissal, the plaintiffs’ claims would likely be untimely even
    if cross-jurisdictional class action tolling applied.19
    failure to demonstrate that the class was sufficiently
    numerous, ‘the commencement of the original class suit tolls
    the running of the statute [of limitations] for all purported
    members of the class who make timely motions to intervene
    after the court has found the suit inappropriate for class action
    status.’” In re Cmty. Bank of N. Va., 
    622 F.3d 275
    , 299
    (3d Cir. 2010), as amended (Oct. 20, 2010) (second alteration
    in original) (quoting Am. Pipe & Constr. Co. v. Utah, 
    414 U.S. 538
    , 553 (1974)).
    The Supreme Court “later extended its holding in American
    Pipe to ‘all asserted members of the class, not just as to
    interveners.’” 
    Id.
     (quoting Crown, Cork & Seal Co. v.
    Parker, 
    462 U.S. 345
    , 350 (1983)). States, however, are free
    to recognize cross-jurisdictional class action tolling or to
    reject it.
    19
    Indeed, this issue has arisen with respect to the Delaware
    statute of limitations in a related case. See infra at pages
    65−68.
    16
    Deciding where to file suit therefore required the
    plaintiffs to predict how courts in Delaware and Louisiana
    would, in the absence of clear precedent, untangle the
    procedural Gordian Knot that this litigation had become. The
    plaintiffs eventually decided to sue in federal district court in
    Louisiana.     The defendants then moved for summary
    judgment on the ground that the plaintiffs’ claims were time-
    barred under Louisiana’s one-year statute of limitations.20
    Fearing that an adverse timeliness ruling might be
    forthcoming from the Louisiana District Court, the plaintiffs
    decided to take action in order to preserve their ability to
    litigate in another forum where their claims might be timely.21
    To that end, they filed several suits in the Delaware District
    Court that raised analogous state-law causes of action against
    the same defendants as in Louisiana. The plaintiffs alerted
    the Louisiana District Court to their actions in Delaware,22
    and indeed told the Louisiana District Court that if it were to
    hold that their claims were timely, they would continue to
    20
    See La. Civ. Code Ann. art. 3492.
    21
    As the plaintiffs tell it, they first began to doubt their
    decision to sue in Louisiana when, about ten months after
    litigation began there, the Louisiana Supreme Court granted
    writs to review two cases directly raising the issue of cross-
    jurisdictional class action tolling. See Pls.’ Br. at 13–14.
    22
    See App. Vol. II at 216–17 (Ltr. from Pls.’ Counsel to
    Judge Barbier (June 4, 2012)).
    17
    litigate in Louisiana rather than pursue their claims
    elsewhere.23
    The defendants believed that this strategy—filing
    duplicative lawsuits in Delaware as an insurance policy
    against an adverse timeliness ruling in Louisiana—was
    improper. Accordingly, Dole filed a motion to dismiss the
    Delaware cases under the first-filed rule.24 The Delaware
    District Court concluded that the first-filed rule applied,
    meaning that it then faced a discretionary decision whether to
    stay, transfer, or dismiss the proceedings.25 It chose to
    dismiss the plaintiffs’ claims against Dole with prejudice,
    reasoning that the plaintiffs had already sued in Louisiana and
    “one fair bite at the apple [was] sufficient.”26 The Delaware
    23
    Id. at 216 (“If the La. Supreme Court rules that the
    Plaintiffs [sic] cases are not Prescribed, the Plaintiffs would
    elect to proceed in Louisiana . . . .”). Louisiana law refers to
    statutes of limitations as “prescriptive periods,” and an action
    is “prescribed” when the limitations clock has expired. See,
    e.g., Bouterie v. Crane, 
    616 So. 2d 657
    , 660 (La. 1993)
    (explaining that “a prescriptive period is a time limitation on
    the exercise of a right of action”).
    24
    See id. at 45, ECF No. 3. The motion was filed by Dole
    Food Co., Dole Fresh Fruit Co., Standard Fruit Co., and
    Standard Fruit and Steamship Co.
    25
    Chavez v. Dole Food Co., No. 12-cv-697 (RGA), 
    2012 WL 3600307
    , at *1–2 (D. Del. Aug. 21, 2012).
    26
    Id. at *2. See also Chavez v. Dole Food Co., 
    947 F. Supp. 2d 438
    , 440–41 (D. Del. 2013) (denying plaintiffs’
    motion for a stay and for reconsideration).
    18
    District Court eventually applied this reasoning to dismiss the
    plaintiffs’ claims against most of the other defendants as
    well.27
    One additional defendant, Chiquita Brands
    International, moved for dismissal on the ground that the
    Delaware District Court lacked personal jurisdiction over it.
    The plaintiffs contested that motion, but, in the event that the
    Delaware District Court concluded that personal jurisdiction
    was lacking, they asked it to transfer their claims against
    Chiquita Brands International to New Jersey, where that
    defendant is incorporated, instead of dismissing their claims
    outright. The Delaware District Court, having already
    concluded that the plaintiffs’ duplicative lawsuits merited
    dismissal under the first-filed rule, refused that request and
    granted the motion to dismiss.28
    In the meantime, things started to go badly for the
    plaintiffs in Louisiana. First, the Louisiana District Court
    27
    The day after the Delaware District Court dismissed the
    Dole defendants, Occidental Chemical Co. moved for
    dismissal based on the first-filed rule. (App. Vol. II at 48,
    ECF No. 24.) Other defendants, including Del Monte Fresh
    Produce N.A., Inc., Dow Chemical Co., and Shell Oil Co.
    later joined the motion, which the Delaware District Court
    granted on March 29, 2013. (App. Vol. I at 8–9.) Although
    final judgment had been entered in the Louisiana District
    Court, the Delaware District Court reasoned that the first-filed
    rule still applied because the propriety of the Louisiana
    dismissals had been appealed to the Fifth Circuit.
    28
    Chavez, 947 F. Supp. 2d at 444.
    19
    dismissed the plaintiffs’ claims as time-barred. It reasoned
    that, even if the Louisiana Supreme Court were to recognize
    cross-jurisdictional class action tolling (which, to date, it had
    not done), the Texas District Court’s forum non conveniens
    dismissal in 1995 ended any tolling period and restarted the
    clock under Louisiana’s statute of limitations.29 Shortly after
    the Louisiana District Court issued its ruling, the Louisiana
    Supreme Court held in an unrelated case, Quinn v. Louisiana
    Citizens Property Insurance Corp.,30 that Louisiana does not
    recognize cross-jurisdictional class action tolling at all.31
    That holding, of course, had the effect of rendering the
    plaintiffs’ claims untimely in Louisiana regardless of how one
    views the effect of the 1995 forum non conveniens
    29
    See Chaverri v. Dole Food Co., 
    896 F. Supp. 2d 556
    , 569
    (E.D. La. 2012) (“Per Louisiana law, the entrance of the final
    judgment [on forum non conveniens grounds] absolutely
    stopped the pendency of the case and restarted prescription.”).
    The Louisiana District Court also ruled that, independent of
    the dismissal order, the Texas District Court’s “denial of the
    motion for class certification as moot” also restarted
    Louisiana’s statute of limitations clock. 
    Id.
     at 568–69.
    30
    
    118 So. 3d 1011
     (La. 2012).
    31
    Id. at 1022 (“[O]ur analysis . . . leads us to conclude that
    the [Louisiana] legislature has rejected ‘cross-jurisdictional
    tolling’ in class action proceedings.”).
    20
    dismissal.32 The Fifth Circuit recognized this and affirmed
    the Louisiana District Court’s dismissal orders on that basis.33
    Quite apart from the first-filed rule, the Louisiana
    District Court’s timeliness dismissals also raised potential res
    judicata issues vis-à-vis the Delaware litigation. Two of the
    defendants—Chiquita Brands, L.L.C. and Chiquita Fresh
    North America, L.L.C.—recognized this and moved for
    dismissal both under the first-filed rule and on res judicata
    grounds.34 In view of its prior holdings, the Delaware District
    Court dismissed the cases against these two defendants under
    the first-filed rule and dismissed their res judicata motions as
    32
    The Delaware Supreme Court, by contrast, has since
    reached the opposite conclusion, holding in a related case that
    Delaware does, in fact, recognize cross-jurisdictional class
    action tolling. See Dow Chem. Corp. v. Blanco, 
    67 A.3d 392
    ,
    399 (Del. 2013).
    33
    See Chaverri v. Dole Food Co., 546 F. App’x 409, 414
    (5th Cir. 2013) (“Quinn makes it clear that class actions filed
    in other states no longer interrupt prescription and gives no
    support to an argument that such suits ever would have done
    so.”).
    34
    App. Vol. II at 50, ECF No. 41. Chiquita Brands
    International, Inc. joined in these motions, but only in the
    event that the Delaware District Court denied its motion to
    dismiss for lack of personal jurisdiction.
    21
    moot.35 These orders terminated the last of the plaintiffs’
    claims.
    All of this procedural history brings us, at last, to the
    fundamental issue in this case: whether the Delaware District
    Court’s prejudice-based dismissals were a proper exercise of
    its discretion under the first-filed rule. Once the Fifth Circuit
    affirmed the Louisiana District Court’s timeliness rulings, the
    dismissals in Delaware threatened to prevent the plaintiffs
    from ever being able to litigate the merits of their claims in
    any court. Believing that this result was not a permissible
    outcome under the first-filed rule, the plaintiffs appealed.36 A
    divided panel of our Court affirmed the Delaware District
    Court’s dismissals, the plaintiffs filed a petition for rehearing
    en banc, and we granted that petition in September of 2015.37
    We now turn to the proper application of the first-filed
    rule in the present case.
    35
    Chavez v. Dole Food Co., Inc., No. 12-cv-697 (RGA),
    
    2013 WL 5288165
    , at *2 (D. Del. Sept. 19, 2013).
    36
    The Delaware District Court exercised jurisdiction under
    
    28 U.S.C. § 1332
    (a). We exercise jurisdiction over this appeal
    pursuant to 
    28 U.S.C. § 1291
    .
    37
    See Chavez v. Dole Food Co., 
    796 F.3d 261
    (3d Cir. 2015), reh’g en banc granted, opinion vacated
    (Sept. 22, 2015). Judge Fuentes dissented from the original
    panel decision. See 
    id.
     at 271–81.
    22
    II.         The Delaware District Court Abused Its Discretion
    under the First-Filed Rule
    We initially adopted the first-filed rule in Crosley
    Corp. v. Hazeltine Corp.38 That case, like all first-filed cases,
    involved two duplicative actions. In the first, Crosley sued
    Hazeltine in federal district court in Delaware to contest the
    validity of several of Hazeltine’s patents. In the second,
    Hazeltine sued Crosley in federal district court in Ohio,
    alleging that Crosley had infringed several of the same
    patents at issue in Delaware. Crosley asked the Delaware
    District Court to enjoin the Ohio suits, but it refused. We
    reversed with instructions to enter a temporary injunction.39
    In doing so, we stated that “[t]he party who first brings a
    controversy into a court of competent jurisdiction for
    adjudication should, so far as our dual system permits, be free
    from the vexation of subsequent litigation over the same
    subject matter.”40
    In E.E.O.C. v. University of Pennsylvania,41 we
    elaborated on Crosley and discussed various scenarios where,
    for equitable reasons, the presumption against duplicative
    litigation might not apply. That case arose from an E.E.O.C.
    investigation into the University of Pennsylvania’s decision
    to deny tenure to a professor, allegedly based on the
    professor’s race and sex. The E.E.O.C. subpoenaed the
    38
    
    122 F.2d 925
    , 929–30 (3d Cir. 1941).
    39
    
    Id. at 930
    .
    40
    
    Id.
    41
    
    850 F.2d 969
     (3d Cir. 1988).
    23
    professor’s tenure file, and the University resisted turning
    over the relevant documents. Knowing that a subpoena
    enforcement suit was imminent, the University preemptively
    sued the E.E.O.C. in federal district court in the District of
    Columbia. That suit, a declaratory judgment action, sought to
    challenge the E.E.O.C.’s policies governing how it
    investigated denials of tenure. The E.E.O.C. nonetheless
    filed its subpoena enforcement action in the Eastern District
    of Pennsylvania, raising the question of whether the first-filed
    rule barred the Pennsylvania suit.42
    We concluded that it did not. We reiterated that the
    first-filed rule is “grounded on equitable principles”43 and
    requires district court judges to “fashion[] a flexible response
    to the issue of concurrent jurisdiction.”44 In our view, the
    district court was correct to focus on the fact that “[t]he
    timing of the University’s filing in the District of Columbia
    indicate[d] an attempt to preempt an imminent subpoena
    enforcement [action].”45 We concluded that, “[b]ecause the
    first-filed rule is based on principles of comity and equity, it
    should not apply when at least one of the filing party’s
    motives is to circumvent local law.”46
    42
    See 
    id.
     at 972–73.
    43
    
    Id. at 977
    .
    44
    
    Id.
     (quoting Church of Scientology of Cal. v. U.S. Dep’t of
    Army, 
    611 F.2d 738
    , 750 (9th Cir. 1979)).
    45
    
    Id.
    46
    Id. at 978.
    24
    Both Crosley and E.E.O.C. addressed the issue of
    when a federal district court, confronted with a second-filed
    action, should permit that action to continue. This appeal
    raises a different question. When a district court decides to
    apply the first-filed rule, it then faces the discretionary choice
    whether to stay the second-filed action, transfer it, dismiss it
    without prejudice, or dismiss it with prejudice, thereby
    permanently terminating the case. The Delaware District
    Court chose the last option. The issue we confront now is
    whether that decision was an abuse of the Delaware District
    Court’s discretion—a question of first impression in our
    Circuit.
    We begin by looking to the relevant treatises.
    Speaking of the first-filed rule as a doctrine of abstention,
    Wright and Miller say that “it is well settled that if the same
    issues are presented in an action pending in another federal
    court, one of these courts may stay the action before it or even
    in some circumstances enjoin going forward in the other
    federal court.”47     Wright and Miller also discuss the
    possibility of transferring a second-filed case to another
    47
    17A Charles Alan Wright, Arthur R. Miller, Edward H.
    Cooper & Vikram David Amar, Federal Practice and
    Procedure: Jurisdiction § 4247, at 433–38 (3d ed. 2007).
    25
    forum.48 At no point do they suggest that a court ought to
    dismiss a second-filed action, much less do so with prejudice.
    Moore’s Federal Practice, meanwhile, states that “[i]f
    the first-filed action is vulnerable to dismissal on
    jurisdictional or statute of limitations grounds, the court in the
    second-filed action should stay it or transfer it, rather than
    outright dismiss it.”49          This guidance reflects the
    commonsense proposition that, in a case raising timeliness
    concerns, a court’s decision to dismiss a second-filed suit
    could, if the limitations clock were to expire in the first
    forum, have the effect of putting the plaintiffs entirely out of
    court. Indeed, that is precisely what is threatened in this very
    case.
    Several of our sister circuits have also considered the
    appropriateness of dismissing a case under the first-filed rule.
    The Seventh, Ninth, and Fifth Circuits have all stated that
    district courts should be careful to apply their discretion
    under the rule so as not to cause undue prejudice to the
    litigants appearing before them. These courts have therefore
    48
    15 Charles Alan Wright, Arthur R. Miller, Edward H.
    Cooper & Richard D. Freer, Federal Practice and Procedure:
    Jurisdiction § 3854 & n.12, at 339–43 (4th ed. 2013)
    (collecting cases). While some of the cases collected by
    Wright and Miller involve dismissals under the first-filed
    rule, at no point do Wright and Miller suggest that such
    dismissals are advisable or even appropriate.
    49
    17 Moore’s Federal Practice ¶ 111.13[1][o][ii][A] (3d ed.
    updated through 2016).
    26
    indicated that, in most circumstances, a stay or transfer of a
    second-filed action will be more appropriate than a dismissal.
    We begin with the Seventh Circuit’s decision in Asset
    Allocation and Management Co. v. Western Employers
    Insurance Co.50 The plaintiff there sued the defendant in
    federal district court in Illinois, only to have the defendant
    then sue the plaintiff in federal district court in California. At
    the plaintiff’s request, the Illinois District Court not only
    enjoined any duplicative litigation in California, but ordered
    the defendant to dismiss its California case entirely.51
    While the Seventh Circuit affirmed the portion of the
    district court’s order enjoining the parties from proceeding in
    California, it reversed the dismissal order. It explained that if
    the Illinois District Court were to dismiss the plaintiff’s
    claims before litigation was “well advanced,” the parties were
    free to litigate their claims in California.52 The court also
    warned that statute of limitations problems could arise if the
    defendant in Illinois were forced to dismiss its California
    claims. It summarized its view this way: “[W]hy take
    chances? It is simpler just to stay the second suit.”53
    The Seventh Circuit again considered the first-filed
    rule in Central States, Southeast and Southwest Areas
    50
    
    892 F.2d 566
     (7th Cir. 1989).
    51
    Id. at 568.
    52
    Id. at 571.
    53
    Id.
    27
    Pension Fund v. Paramount Liquor Co.54 That case arose
    from a contested arbitration, at the conclusion of which one
    party filed suit to enforce the arbitration award in Missouri
    and another party filed suit to annul the award in Illinois.
    Because the Missouri suit was filed first, the district court in
    Illinois dismissed the case before it—without prejudice—
    under the first-filed rule.55 The Seventh Circuit concluded
    that the district court erred by doing so, stating that the
    dismissal “created an unwarranted risk of legal prejudice.”56
    The better rule, the court explained, is that “[w]hen comity
    among tribunals justifies giving priority to a particular suit,
    the other action (or actions) should be stayed, rather than
    dismissed, unless it is absolutely clear that dismissal cannot
    adversely affect any litigant’s interests.”57
    The Ninth Circuit adopted a similar approach in
    Alltrade, Inc. v. Uniweld Products, Inc.58 That case arose
    from Uniweld’s attempt to seek cancellation of several of
    54
    
    203 F.3d 442
     (7th Cir. 2000).
    55
    See Cent. States, Se. & Sw. Areas Pension Fund v.
    Paramount Liquor Co., 
    34 F. Supp. 2d 1092
    , 1095–96
    (N.D. Ill. 1999) (dismissing the action without prejudice).
    56
    Paramount Liquor Co., 
    203 F.3d at 445
    .
    57
    
    Id. at 444
    ; see also Gleash v. Yuswak, 
    308 F.3d 758
    , 760
    (7th Cir. 2002) (stating that that “[e]ven when prudence calls
    for putting a redundant suit on hold, it must be stayed rather
    than dismissed unless there is no possibility of prejudice to
    the plaintiff”).
    58
    
    946 F.2d 622
     (9th Cir. 1991).
    28
    Alltrade’s federal trademark registrations before the
    Trademark Trial and Appeal Board. Neither side was
    satisfied with the outcome of that proceeding, leading
    Uniweld to file suit in Florida and Alltrade to file suit in
    California. The California court, applying the first-filed rule,
    dismissed the case before it. On appeal, the Ninth Circuit
    vacated that decision. Looking to the Seventh Circuit’s
    decision in Asset Allocation for guidance, it expressed the
    concern that if the Florida court were to terminate Uniweld’s
    first-filed case without reaching the merits, Alltrade “would
    have to file a new suit in California and would risk
    encountering statute of limitations problems.”59 A stay, on
    the other hand, would avoid any prejudice to the parties. If
    the litigation were to proceed in Florida, “the stay [in
    California] could be lifted and the second-filed action
    dismissed or transferred.”60
    Finally, the Fifth Circuit considered the proper
    application of the first-filed rule in Burger v. American
    Marine Officers Union.61 The plaintiff there sued the same
    defendants twice, first in Florida and then again in Louisiana.
    The Louisiana District Court dismissed the case—with
    prejudice—under the first-filed rule.62 The Fifth Circuit
    59
    
    Id. at 629
    .
    60
    
    Id.
     (quoting W. Gulf Mar. Ass’n v. ILA Deep Sea Local
    24, 
    751 F.2d 721
    , 729 n.1 (5th Cir. 1985)).
    61
    No. 97-31099, 
    1999 WL 46962
     (5th Cir. Jan. 27, 1999)
    (unpublished per curiam opinion).
    62
    See Burger v. Am. Mar. Officers Union, No. 97-cv-2085
    (GTP), 
    1997 WL 599301
    , at *2 (E.D. La. Sept. 26, 1997).
    29
    vacated that decision. It noted that, after the Louisiana court
    had dismissed the case, the Florida court dismissed several of
    the defendants for lack of personal jurisdiction. The
    Louisiana court’s prejudice-based dismissal thereby created a
    situation in which the plaintiff was barred from litigating the
    merits of his claims in another forum where personal
    jurisdiction might be present. The Fifth Circuit explained that
    “[w]hen the jurisdiction of the first-filed court to hear the
    dispute is uncertain, it is an abuse of discretion to dismiss the
    claims in the second-filed court with prejudice, as it creates
    the risk that the merits of the claims could never be
    addressed.”63 Instead, the Louisiana court “should have
    either granted a stay or dismissed the claims . . . without
    prejudice.”64
    The through-line connecting these cases is the
    proposition that a court exercising its discretion under the
    first-filed rule should be careful not to cause unanticipated
    prejudice to the litigants before it. We agree with that
    proposition and today incorporate it into the jurisprudence of
    our Circuit.
    In addition to reflecting the wisdom of our sister
    circuits, this conclusion is consistent with, and perhaps even a
    necessary consequence of, our obligations under Article III.
    The “mandate . . . [to] hear cases within [our] statutory
    jurisdiction is a bedrock principle of our judiciary.”65 In
    63
    Burger, 
    1999 WL 46962
    , at *2.
    64
    Id. at *3.
    65
    In re One2One Commc’ns, LLC, 
    805 F.3d 428
    , 439
    (3d Cir. 2015) (Krause, J., concurring).
    30
    Quackenbush v. Allstate Insurance Co.,66 the Supreme Court
    considered how this mandate intersects with various
    abstention doctrines. It began by reiterating that “federal
    courts have a strict duty to exercise the jurisdiction that is
    conferred upon them by Congress.”67 It is true, the Court
    explained, that “a federal court has the authority to decline to
    exercise its jurisdiction when it ‘is asked to employ its
    historic powers as a court of equity.’”68 Even so, the Court
    went on to underscore the fact that, in suits for damages “at
    law,” its precedents generally only “permit a federal court to
    enter a stay order that postpones adjudication of the dispute,
    not to dismiss the federal suit altogether.”69
    Quackenbush thus drew a distinction between two of
    the Supreme Court’s abstention precedents, Louisiana Power
    & Light Co. v. City of Thibodaux70 and County of Allegheny
    v. Frank Mashuda Co.71 In Thibodaux, the plaintiff’s claims
    arose under a Louisiana statute that, up to that point, had not
    yet been interpreted by the Louisiana courts. The district
    court stayed the federal proceedings “until the Supreme Court
    of Louisiana ha[d] been afforded an opportunity to interpret
    66
    
    517 U.S. 706
     (1996).
    67
    
    Id. at 716
    .
    68
    
    Id. at 717
     (quoting Fair Assessment in Real Estate Ass’n,
    Inc. v. McNary, 
    454 U.S. 100
    , 120 (1981) (Brennan, J.,
    concurring)).
    69
    Id. at 719 (emphasis omitted).
    70
    
    360 U.S. 25
     (1959).
    71
    
    360 U.S. 185
     (1959).
    31
    [the law].’”72 The Thibodaux Court concluded that this
    decision was appropriate in view of the federal interest in
    “avoiding the hazards of serious disruption by federal courts
    of state government or needless friction between state and
    federal authorities.”73 In County of Allegheny, by contrast,
    the district court in Pennsylvania “had not merely stayed
    adjudication of the federal action pending the resolution of an
    issue in state court, but rather had dismissed the federal action
    altogether.”74 Our Court vacated the dismissal on appeal, and
    the Supreme Court affirmed.75 Quackenbush explained that
    the divergent outcomes in these cases flowed from the
    distinction between dismissing an action and merely staying
    it.76 As Quackenbush put it, “[u]nlike the outright dismissal
    or remand of a federal suit . . . an order merely staying the
    action ‘does not constitute abnegation of judicial duty.’”77
    For present purposes, the teaching of Quackenbush is
    that “where there is no other forum” with the power to hear a
    case, “relinquishing jurisdiction is not abstention; it’s
    abdication.”78 In other words, judge-made canons of comity
    72
    Thibodaux, 
    360 U.S. at 26
    .
    73
    
    Id. at 28
    .
    74
    Quackenbush, 
    517 U.S. at 721
    .
    75
    Cty. of Allegheny, 
    360 U.S. at 198
    .
    76
    Quackenbush, 
    517 U.S. at 721
    .
    77
    
    Id.
     (quoting Thibodaux, 
    360 U.S. at 29
    ).
    78
    One2One Commc’ns, LLC, 805 F.3d at 440 (Krause, J.,
    concurring).
    32
    and equity cannot supplant a district court’s duty to decide
    cases within its jurisdiction. Consistent with this principle, a
    district court should generally avoid terminating a claim
    under the first-filed rule that has not been, and may not be,
    heard by another court.
    Our own abstention jurisprudence has long directed
    district courts to stay, rather than dismiss, potentially
    duplicative federal suits.79 As we explained in Feige v.
    Sechrest,80 a stay “retains the sensitivity for concerns of
    federalism and comity implicated by . . . abstention, while
    preserving appellants’ right to litigate their claims in the
    federal forum should the [state] courts, for jurisdictional or
    other reasons, fail to adjudicate them.”81 In this way, a stay
    order does not “abdicate [a district court’s] judicial duty to
    exercise its jurisdiction,” but rather “postpone[s] the exercise
    of that jurisdiction until [related] proceedings . . . reach their
    conclusion.”82
    79
    See, e.g., Ingersoll-Rand Fin. Corp. v. Callison, 
    844 F.2d 133
    , 138 (3d Cir. 1988) (“In the unusual circumstances of this
    case, where federal policy counsels deferral to a state
    proceeding which is not strictly parallel, some matters
    arguably will remain for resolution after the state proceedings
    are concluded. Therefore, we think the better practice here is
    to stay the federal action rather than dismissing it.”).
    80
    
    90 F.3d 846
     (3d Cir. 1996).
    81
    
    Id. at 851
    .
    82
    
    Id.
    33
    The benefits of staying a second-filed suit are just as
    persuasive in the context of the first-filed rule. Because a
    stay confines litigants to the first forum until proceedings
    there have concluded, a stay will generally avoid wasted
    judicial efforts, conflicting judgments, and unnecessary
    friction between courts. In addition, a second-filed court will
    rarely need to reach the merits of the stayed case. The far
    more likely result is that the matter will reach a final
    resolution in the first court. In the few instances where there
    is no res judicata (or other) bar that would prevent litigation
    in the second forum, it will generally be because the second
    suit is not truly duplicative of the first.          In those
    circumstances, a second-filed court has an obligation,
    consistent with Quackenbush, to take jurisdiction over the
    plaintiffs’ claims.
    We therefore conclude that, in the vast majority of
    cases, a court exercising its discretion under the first-filed
    rule should stay or transfer a second-filed suit. Even a
    dismissal without prejudice may create unanticipated
    problems. A dismissal with prejudice will almost always be
    an abuse of discretion.
    Note that we say “almost always,” not “always.” The
    factual circumstances giving rise to duplicative litigation are
    too variable to adopt a blanket, hard-and-fast rule, and there
    may well be circumstances in which a district court is correct
    to respond to a second-filed suit with a prejudice-based
    dismissal. For example, “if the second suit is harassing,
    vexatious, [or] an abuse of process, the proper
    disposition . . . is dismissal with prejudice, so that the plaintiff
    34
    cannot refile the suit.”83 Similarly, if the duplicative litigation
    results from the plaintiff’s own failure to follow the rules,
    such as by repeatedly failing to timely serve process, a
    prejudice-based dismissal may be appropriate.84 Blatant
    forum shopping or gamesmanship by one or both parties may
    also merit such a result.85
    This, of course, brings us to the issue at the heart of the
    present litigation. The defendants insist that what happened
    here was forum shopping. In their view, the plaintiffs had an
    obligation to research the timeliness rules in both Louisiana
    and Delaware and then, having done so, take their “best shot”
    at finding a forum willing to hear the merits of their claims.
    If the plaintiffs chose poorly, and their claims were dismissed
    as time-barred, that result might be unfortunate—but, the
    defendants insist, such a possibility does not require federal
    courts to entertain duplicative lawsuits.
    83
    Asset Allocation, 892 F.2d at 571 (punctuation modified).
    84
    See, e.g., Serlin v. Arthur Andersen & Co., 
    3 F.3d 221
    ,
    224 (7th Cir. 1993) (stating that dismissing a second-filed suit
    with prejudice may be appropriate when such a dismissal is
    “entirely a consequence of the plaintiff’s own failure to
    follow the rules”).
    85
    Alternatively, some courts have reacted to gamesmanship
    by refusing to apply the first-filed rule at all. See, e.g., CBS
    Interactive Inc. v. Nat’l Football League Players Ass’n, Inc.,
    
    259 F.R.D. 398
    , 409 (D. Minn. 2009) (“Given the likely
    forum-shopping by both CBS Interactive and Defendants, the
    Court declines to rigidly apply the first-filed rule . . . .”).
    35
    To be sure, there is some merit to the defendants’
    assertions.      A plaintiff who sues in two jurisdictions
    simultaneously may be required to litigate in the first forum
    once the court there has expended substantial judicial
    resources.86 A plaintiff’s negligence in researching the
    applicable timeliness rules may also have adverse
    consequences. If it is crystal clear that, under the limitations
    period in one forum, a plaintiff’s claims will be untimely, and
    it is crystal clear that, under the limitations period in a second
    forum, a plaintiff’s claims will be timely, it may well be the
    case that a plaintiff who erroneously sues in the first forum
    will have to live with the consequences of the inevitable
    dismissal. But that outcome, should it come to pass, will be a
    function of the first forum’s substantive law of res judicata
    and claim preclusion. Whether and to what extent those
    principles apply is a separate question from the proper
    application of the first-filed rule. To put it another way, the
    first-filed rule is just one of many doctrines that cabin
    86
    For example, the Federal Rules of Civil Procedure only
    permit a plaintiff to dismiss a suit voluntarily, without court
    approval, “before the opposing party serves either an answer
    or a motion for summary judgment,” or by stipulation of all
    parties. Fed. R. Civ. P. 41(a)(1)(A). Principles of estoppel
    may also limit a plaintiff’s choices. The plaintiffs here, for
    example, told the Louisiana District Court that they filed the
    Delaware cases only to preserve their right to litigate there in
    the event of an adverse timeliness ruling. If the Louisiana
    District Court had concluded that the plaintiffs’ claims were
    in fact timely, the plaintiffs arguably would have been
    estopped from litigating anywhere else.
    36
    duplicative litigation. It does not need to do all of the work
    on its own.
    Moreover, we are skeptical of the defendants’
    characterization of the facts giving rise to the present appeal.
    The assertion that the plaintiffs engaged in impermissible
    forum shopping depends on the proposition that the plaintiffs
    acted improperly by trying to preserve their right to litigate in
    two different jurisdictions.       In view of the unusual
    circumstances surrounding these cases, we simply disagree.
    While reasonable minds may differ about what
    constitutes forum shopping in any particular case, the term
    generally denotes some attempt to gain an unfair or unmerited
    advantage in the litigation process. But here, the plaintiffs
    were indifferent as to which court would hear their claims;
    they simply wanted a court to hear their claims. Indeed, the
    traditional rule is that a timeliness dismissal in one
    jurisdiction does not bar litigation of the same claim in
    another forum with a longer limitations period.87 Nor were
    87
    Wright and Miller characterize the traditional rule as
    stating that “dismissal on limitations grounds merely bars the
    remedy in the first system of courts, and leaves a second
    system of courts free to grant a remedy that is not barred by
    its own limitations rules.” 18A Charles Alan Wright, Arthur
    R. Miller & Edward H. Cooper, Federal Practice and
    Procedure:      Jurisdiction § 4441, at 224 (2d ed. 2002).
    Similarly, the Restatement (Second) of Judgments says that a
    timeliness dismissal generally “operates as a bar in the
    jurisdiction in which it is rendered” but “does not preclude an
    action in another jurisdiction if that jurisdiction would apply a
    statute of limitations that has not yet run.” Restatement
    37
    the plaintiffs negligent in failing to research the applicable
    timeliness rules in Louisiana and Delaware. The law was
    simply unclear. Once the Texas state court denied the
    plaintiffs’ motion for class certification in 2010—nearly two
    decades after this litigation began—the plaintiffs could only
    guess whether other jurisdictions would recognize cross-
    jurisdictional class action tolling and conclude that their
    claims were timely. Louisiana and Delaware addressed that
    issue only after the plaintiffs filed suit in Louisiana—and
    even then reached divergent conclusions.88
    Whatever else the first-filed rule demands, it does not
    require litigants to see through a glass darkly in order to
    predict whether a court will consider their claims timely. In
    our view, the defendants have not pointed to a single
    advantage, “either legally, practically, or tactically,” that the
    (Second) of Judgments § 19 cmt. f & Reporter’s Note to cmt.
    f (1982).
    88
    Compare Blanco, 
    67 A.3d at 397
     (stating that the
    Supreme Court’s rationale in American Pipe “is equally
    sound regardless of whether the original class action is
    brought in the same or in a different jurisdiction as the later
    individual action”), with Quinn, 118 So. 3d at 1022 (“We
    believe the rationale of the courts rejecting ‘cross-
    jurisdictional tolling’ is the one most consistent with our
    interpretation of the provisions of Louisiana’s tolling statute .
    . . .”).
    38
    plaintiffs sought by suing in two different jurisdictions.89 The
    plaintiffs were not trying to game the system by filing
    duplicative lawsuits. They were trying to find one court, and
    only one court, willing to hear the merits of their case.
    Accordingly, we hold that the Delaware District Court
    abused its discretion under the first-filed rule by dismissing
    these cases with prejudice.
    III.   Personal Jurisdiction over Chiquita Brands
    International
    This brings us to the second issue in this appeal. The
    Delaware District Court concluded that it lacked personal
    jurisdiction over one of the defendants, Chiquita Brands
    International, and granted its motion to dismiss. The
    plaintiffs appeal that decision.90 While the Delaware District
    Court did not err by holding that personal jurisdiction was
    wanting, we conclude that it did err by dismissing Chiquita
    Brands International from this litigation altogether. Instead,
    89
    Young v. Cuddington, 
    470 F. Supp. 935
    , 938 (M.D. Pa.
    1979) (in the absence of evidence of forum shopping,
    transferring a plaintiff’s case, which would have been time-
    barred in Pennsylvania, to a district court in a state with a
    longer statute of limitations).
    90
    We review the Delaware District Court’s dismissal for
    lack of personal jurisdiction de novo, Eurofins Pharma U.S.
    Holdings v. BioAlliance Pharma S.A., 
    623 F.3d 147
    , 155
    (3d Cir. 2010), and we review its decision denying the
    plaintiffs’ request to conduct jurisdictional discovery for
    abuse of discretion, 
    id. at 157
    .
    39
    the Delaware District Court had a statutory obligation to
    transfer the claims against that defendant to another district
    court where personal jurisdiction would be present.
    Personal jurisdiction over a defendant may be either
    general or specific.91 A court exercises general jurisdiction
    over a defendant when the plaintiff’s claim arises out of that
    defendant’s “continuous and systematic” contacts with the
    forum state.92 Specific jurisdiction, by contrast, is present
    “when the cause of action arises from the defendant’s forum
    related activities.”93 The plaintiffs do not assert that the
    Delaware District Court had specific jurisdiction over
    Chiquita Brands International, limiting our analysis to the
    question of general jurisdiction alone.
    The Supreme Court recently revisited the issue of
    general jurisdiction in Daimler AG v. Bauman.94 There, the
    Supreme Court explained that general jurisdiction over a
    foreign corporation typically arises only when that
    corporation’s “affiliations with the State are so continuous
    and systematic as to render [it] essentially at home in the
    91
    Helicopteros Nacionales de Colombia S.A. v. Hall, 
    466 U.S. 408
    , 414 nn.8–9 (1984).
    92
    Vetrotex Certainteed Corp. v. Consol. Fiber Glass Prods.
    Co., 
    75 F.3d 147
    , 151 n.3 (3d Cir. 1996) (citing Helicopteros,
    
    466 U.S. at
    414 n.9, 416; Burger King Corp. v. Rudzewicz,
    
    471 U.S. 462
    , 473 n.15 (1985)).
    93
    Id. at 151 (quoting N. Penn Gas Co. v. Corning Nat. Gas
    Corp., 
    897 F.2d 687
    , 690 (3d Cir. 1990)).
    94
    
    134 S. Ct. 746
     (2014).
    40
    forum State.”95 Daimler also explained that a corporation is
    generally “at home” in its “place of incorporation and
    principal place of business.”96 Applying these principles, one
    of our sister circuits has commented that it is “incredibly
    difficult to establish general jurisdiction [over a corporation]
    in a forum other than the place of incorporation or principal
    place of business.”97
    Against this backdrop, Chiquita Brands International
    argues that it was never “at home” in Delaware, and we agree.
    The company is not incorporated there, does not maintain an
    office there, and does not supervise its business there. While
    the plaintiffs recognize as much, they contend that Chiquita
    Brands International engaged in other contacts with Delaware
    sufficient to create general jurisdiction there. On the record
    before us, we discern no error in the Delaware District
    Court’s conclusion to the contrary.
    But that is not the end of the matter. Chiquita Brands
    International is incorporated in New Jersey, and the plaintiffs
    asked the Delaware District Court to transfer their claims
    against Chiquita to the New Jersey District Court if it
    concluded that personal jurisdiction was lacking. The
    Delaware District Court refused. Following the plaintiffs’
    95
    
    Id. at 761
     (alteration in original) (quoting Goodyear
    Dunlop Tires Operations, S.A. v. Brown, 
    564 U.S. 915
    , 919
    (2011)) (internal quotation marks omitted).
    96
    Id. at 760 (internal citations and quotation marks omitted).
    97
    Monkton Ins. Servs., Ltd. v. Ritter, 
    768 F.3d 429
    , 432
    (5th Cir. 2014) (emphasis added).
    41
    lead, it focused on the federal statute governing transfer of
    venue, 
    28 U.S.C. § 1406
    (a), which states that if a district
    court concludes that a plaintiff has sued “in the wrong
    division or district,” the district court “shall dismiss, or if it be
    in the interest of justice, transfer [the] case to any district or
    division in which it could have been brought.”98 The
    Delaware District Court concluded that “[t]he policies behind
    the first-filed rule mean that transferring the case to New
    Jersey would not be in the interest of justice.”99
    We disagree. In the first place, the statutory provision
    applicable in these circumstances is arguably not
    
    28 U.S.C. § 1406
    (a), but rather 
    28 U.S.C. § 1631
    , which
    governs transfer when there is “a want of jurisdiction.”100 In
    any event, the statutory directive is the same—namely, a
    district “shall, if it is in the interest of justice, transfer [the
    case] to any other such court in which the action or appeal
    could have been brought at the time it was filed.”101 Here, we
    conclude that the interest of justice requires transfer rather
    than dismissal. The Delaware District Court’s contrary
    determination flowed solely from its mistaken application of
    the first-filed rule. As we have explained previously, that rule
    protects comity among federal courts and prevents the
    98
    
    28 U.S.C. § 1406
    (a).
    99
    Chavez, 947 F. Supp. 2d at 444.
    100
    See Fed. Home Loan Bank of Bos. v. Moody’s Corp., 
    821 F.3d 102
    , 114 (1st Cir. 2016) (concluding that the phrase
    “‘want of jurisdiction’ encompasses both personal and subject
    matter jurisdiction”).
    101
    
    28 U.S.C. § 1631
    .
    42
    needless duplication of judicial efforts; it does not
    mechanistically support permanent dismissal of a plaintiff’s
    claims.
    We will therefore vacate the Delaware District Court’s
    dismissal of Chiquita Brands International and remand with
    instructions to grant the plaintiffs’ request for a transfer to the
    District of New Jersey.
    IV.    The Delaware Actions Are Not Barred by
    Res Judicata
    This brings us to the final and most doctrinally
    complex issue in this appeal—namely, whether the Louisiana
    District Court’s timeliness dismissals ought to have a claim-
    preclusive effect in Delaware. The Delaware District Court
    did not rule on this issue in light of its application of the first-
    filed rule, but both sides have briefed the issue before us.102
    While we could, and perhaps normally would, remand the
    issue for consideration by the Delaware District Court in the
    first instance, there are countervailing reasons to address the
    res judicata question sooner rather than later.
    It is true that “[w]e ordinarily decline to consider
    issues not decided by a district court, choosing instead to
    allow that court to consider them in the first instance.”103
    Still, we have made exceptions for disputes of particularly
    102
    See Pls.’ Opening Br. at 25–28; Joint Defs.’ Br. at 31–36;
    Pls.’ Reply Br. at 14–21.
    103
    Forestal Guarani S.A. v. Daros Int’l, Inc., 
    613 F.3d 395
    ,
    401 (3d Cir. 2010).
    43
    long “vintage,” particularly when as a “matter of judicial
    economy” it makes sense to “accelerate [a case’s] resolution
    to the extent reasonably possible.”104
    If a case were ever in need of judicial acceleration, it is
    this one. We see little utility in remanding the res judicata
    question when that issue raises what is, at bottom, a pure
    question of law. We will therefore resolve the res judicata
    question now.
    A.     The Inquiry under Semtek
    The plaintiffs’ claims in Louisiana were dismissed as
    time-barred by a federal district court sitting in diversity and
    applying Louisiana law. The question we confront is whether
    the Louisiana dismissals prevent a federal district court in
    Delaware, sitting in diversity and applying Delaware’s
    timeliness rules, from reaching the merits of the plaintiffs’
    claims.
    The Supreme Court’s decision in Semtek International
    Inc. v. Lockheed Martin Corp.105 tells us how to approach this
    question. Semtek instructs us that the preclusive effect of a
    timeliness dismissal entered by a federal court, whether
    exercising its diversity or federal question jurisdiction, is
    always a question of federal law.106 Semtek also recognizes
    104
    R & J Holding Co. v. Redev. Auth. of Cty. of
    Montgomery, 
    670 F.3d 420
    , 429 (3d Cir. 2011).
    105
    
    531 U.S. 497
     (2001).
    106
    
    Id.
     at 507–08.
    44
    that, at common law, the traditional rule was that “expiration
    of the applicable statute of limitations merely bars the remedy
    and does not extinguish the substantive right, so that
    dismissal on that ground does not have claim-preclusive
    effect in other jurisdictions with longer, unexpired limitations
    periods.”107 Notwithstanding this traditional rule, Semtek
    held that, in a case raising issues of cross-jurisdictional claim
    preclusion resulting from a diversity court’s dismissal,
    faithfulness to Erie requires courts assessing the claim-
    preclusive effect of that dismissal to look to the substantive
    law of the state where the federal diversity court sits.108 This
    means that the claim-preclusive effect of a dismissal issued
    by a federal diversity court varies by jurisdiction.109
    107
    
    Id. at 504
    . The rule’s pedigree goes back to at least
    1834, when Justice Story noted in Bank of the United
    States v. Donnally, 
    33 U.S. 361
     (1834), that a dismissal under
    a Virginia statute of limitations would “operate as a bar to a
    subsequent suit in the same state; but not necessarily as an
    extinguishment of the contract elsewhere.” 
    Id. at 370
    .
    108
    Semtek, 
    531 U.S. at 508
    . Semtek characterized the goal
    of the Supreme Court’s watershed decision in Erie Railroad
    Co. v. Tompkins, 
    304 U.S. 64
     (1938), as aiming to prevent
    “‘substantial variations [in outcomes] between state and
    federal litigation’ which would ‘[l]ikely . . . influence the
    choice of a forum.’” Semtek, 
    531 U.S. at 504
     (punctuation
    modified and bracketed text in original) (quoting Hanna v.
    Plumer, 
    380 U.S. 460
    , 467–68 (1965)).
    109
    Semtek, 
    531 U.S. at 508
     (“Since state, rather than federal,
    substantive law is at issue there is no need for a uniform
    federal rule.”).
    45
    Semtek itself dealt with the claim-preclusive effect of
    a timeliness dismissal entered by a federal diversity court
    sitting in California. Under the rule Semtek announced, “the
    claim-preclusive effect” of that dismissal “is governed by a
    federal rule that in turn incorporates California’s law of claim
    preclusion.”110
    Semtek thus directs us to evaluate the res judicata
    effects of the Louisiana District Court’s timeliness dismissals
    by looking to Louisiana’s law of claim preclusion. When we
    do so, we have little trouble concluding that Louisiana courts
    treat timeliness dismissals as judgments on the merits that
    have claim-preclusive effects.111 But that, in and of itself,
    does not decide the issue we now confront.
    We begin by noting that there is an important
    ambiguity in Semtek itself. Semtek alludes only briefly to the
    fact that a state might apply two rules simultaneously: first,
    that a timeliness dismissal precludes re-litigation of the same
    claims within that state; and second, that a timeliness
    dismissal does not bar litigation of the same claims in a court
    outside that state.112 To frame the problem in the context of
    110
    
    Id. at 509
    .
    111
    See, e.g., Sours v. Kneipp, 
    923 So. 2d 981
    , 984 (La. Ct.
    App. 2006) (“[A] judgment [on statute of limitations grounds]
    is not a mere interlocutory judgment deciding preliminary
    matters, but a final judgment on the merits that terminates the
    action with prejudice.”).
    112
    The respondent in Semtek, Lockheed Martin Corp.,
    argued that a diversity court’s timeliness dismissal is always
    claim-preclusive in other jurisdictions by operation of Federal
    46
    this appeal, the fact that timeliness dismissals are claim-
    preclusive within Louisiana may not necessarily mean that
    such dismissals extinguish related claims in other states with
    longer limitations periods.
    While fact patterns raising this issue are perhaps
    uncommon, they are not unheard of. The Supreme Court of
    Connecticut, for example, addressed the issue of cross-
    jurisdictional claim preclusion in Advest, Inc. v. Wachtel.113
    That case arose after a state court in Connecticut dismissed a
    suit on timeliness grounds and the plaintiffs in that action
    then commenced an arbitration proceeding in New York. The
    defendants in the first action asked the state court to enjoin
    the arbitration proceedings as claim-precluded, which the
    Rule of Civil Procedure 41(b). The Supreme Court rejected
    that proposition. In doing so, it looked to the provision of the
    Rules Enabling Act stating that a federal rule “shall not
    abridge, enlarge or modify any substantive right.” Semtek,
    
    531 U.S. at 503
     (quoting 
    28 U.S.C. § 2072
    (b)). It reasoned
    that “if California law left petitioner free to sue on [a] claim
    in Maryland even after the California statute of limitations
    had expired, the federal court’s extinguishment of that right
    (through Rule 41(b)’s mandated claim-preclusive effect of its
    judgment) would seem to violate this limitation.”
    
    Id.
     at 503−04. This reasoning seems to recognize that a state
    might adopt, as a principle of its own substantive law, the
    view that a timeliness dismissal in its own courts is not claim-
    preclusive in other states.
    113
    
    668 A.2d 367
     (Conn. 1995).
    47
    state court refused to do.114 The Connecticut Supreme Court
    affirmed that decision on appeal. It stated that while “the
    running of Connecticut’s statute of limitations precludes the
    defendants in the present action from bringing the same claim
    in Connecticut, it does not automatically bar their pursuit of
    such a claim in another jurisdiction.”115
    The Seventh Circuit, too, noted in Reinke v. Boden116
    that states might adopt different policies about intra- and
    extra-jurisdictional claim preclusion. The plaintiff there sued
    in Minnesota state court, lost at summary judgment on
    timeliness grounds, and then sued again in federal district
    court in Illinois. The defendant moved for summary
    judgment in Illinois on the ground of res judicata, and the
    Illinois District Court granted the motion. The Seventh
    Circuit reversed. It explained that “[i]n the context of the
    intersystem use of res judicata . . . the intent of the first forum
    to save the judicial resources of the second cannot be so
    readily presumed.”117 With this distinction in mind, the
    Seventh Circuit surveyed Minnesota jurisprudence and
    concluded that Minnesota courts did not necessarily intend
    for timeliness dismissals to be claim-preclusive outside
    Minnesota.118 Other courts have cited Reinke, even post-
    Semtek, to support the proposition that a state might apply res
    114
    
    Id.
     at 368–69.
    115
    Id. at 371.
    116
    
    45 F.3d 166
     (7th Cir. 1995).
    117
    
    Id. at 171
    .
    118
    
    Id. at 172
    .
    48
    judicata principles differently when an allegedly duplicative
    suit is filed in another court system.119
    Unlike the Connecticut Supreme Court, the Louisiana
    Supreme Court has not directly addressed the issue of
    whether Louisiana timeliness dismissals are claim-preclusive
    in other jurisdictions. The Louisiana Court of Appeal,
    however, has indicated that the dismissal of a plaintiff’s claim
    as time-barred in one court system is not necessarily claim-
    preclusive in another.
    The key case is Griffin v. BSFI Western E & P, Inc.120
    The plaintiffs there sued in Louisiana state court on a variety
    of state-law claims and then filed a second, diversity-based
    suit in federal district court in Louisiana arising from the
    same facts.121 The federal suit raised both federal question
    119
    See, e.g., Havens v. Mabus, 
    759 F.3d 91
    , 99
    (D.C. Cir. 2014)      (distinguishing     intra-system      claim
    preclusion from “determining the effect of a dismissal . . . on
    a second suit brought in a different court and, most important
    here, applying a different statute of limitations”); see also
    Joseph v. Athanasopoulos, 
    648 F.3d 58
    , 68 (2d Cir. 2011)
    (certifying to the New York Court of Appeals the question of
    whether a timeliness dismissal under one of that state’s civil
    practice rules “amount[s] to an adjudication ‘on the merits’
    for res judicata purposes, such that the plaintiff cannot litigate
    her claim in another jurisdiction with a longer, unexpired
    limitations period”).
    120
    
    812 So. 2d 726
     (La. Ct. App. 2002).
    121
    
    Id. at 729
    .
    49
    claims and pendent state-law claims. The Louisiana District
    Court dismissed certain of the plaintiffs’ federal claims on
    timeliness grounds under the applicable federal statute of
    limitations and dismissed some of the state-law claims
    without prejudice.122 The defendants then moved to dismiss
    the state suit as res judicata in light of the federal dismissals.
    The Louisiana trial court granted the motion, but the Court of
    Appeal reversed.
    The Court of Appeal began its analysis by stating that
    “[t]he dismissal of an action under a federal statute of
    limitations constitutes a final judgment on the merits in
    federal court, and is res judicata as to successive actions
    arising from the same transaction filed in other federal
    courts.”123 Even so, the court recognized that “a claim
    dismissed under a traditional statute of limitations does not
    automatically preclude consideration of the substantive merits
    by a different or foreign court system, especially ‘in other
    jurisdictions with longer, unexpired limitations periods.’”124
    Relying in part on the Seventh Circuit’s decision in
    Reinke, the Griffin Court reasoned that, in a cross-
    jurisdictional situation, Louisiana’s law of claim preclusion
    incorporates basic notions of equity and fairness.
    Accordingly, a court in such a situation should consider “the
    goal of res judicata principles,” including that “litigation must
    eventually have an end,” while remaining sensitive to “the
    122
    
    Id.
     at 732–33.
    123
    
    Id. at 731
    .
    124
    
    Id. at 732
     (quoting Semtek, 
    531 U.S. at 504
    ).
    50
    plaintiff’s right of access to the courts.”125 Griffin explained
    that when the Louisiana District Court dismissed the
    plaintiffs’ claims under the federal statute of limitations, it
    had “refused to consider . . . tolling based on acts of the
    defendants,” which was “an exception recognized in
    Louisiana.”126 Consequently, the Court of Appeal concluded
    that “the federal and state time limitation rules are too
    different to foster both the goals of res judicata and the
    plaintiffs’ right to present his claim to a court.”127 In such
    circumstances, where two sovereigns would apply two
    different limitations periods, “[d]efendants may not justly
    deny plaintiffs their day in court by erecting only a procedural
    screen.”128
    Other Louisiana cases have occasionally echoed this
    appreciation for the distinction between intra- and extra-
    125
    
    Id.
    126
    Id. at 735.
    127
    Id.
    128
    Id.
    51
    jurisdictional claim preclusion.129 One way to resolve the res
    judicata question in this appeal, therefore, would be to
    conclude that even if a Louisiana timeliness dismissal bars re-
    litigation of the same claims within Louisiana, it does not bar
    litigation of those claims elsewhere.
    As it turns out, however, our resolution of these cases
    does not depend on the distinction between intra- and extra-
    jurisdictional claim preclusion. While we have wrestled with
    that distinction before,130 such an analysis raises certain deep
    129
    See Barnett v. Nichols, 
    824 So. 2d 485
    , 489 (La. Ct. App.
    2002) (concluding that the timeliness dismissal of a RICO
    claim in federal court did not bar a state-court suit arising
    from the same facts, in part because the claims were being
    litigated in “different judicial systems” and were “not subject
    to the same prescriptive periods”); Tolis v. Bd. of Supervisors
    of La. State Univ. & Agric. & Mech. Coll., 
    655 So. 2d 747
    ,
    757 (La. Ct. App. 1995), vacated on procedural grounds, 
    660 So. 2d 1206
     (La. 1995) (Barry, J., concurring) (“[T]he res
    judicata effect of a dismissal based on prescription depends in
    part on whether the successive actions are within the same or
    different system of courts.” (internal quotation marks and
    citation omitted)).
    130
    We previously addressed the issue of extra-jurisdictional
    claim preclusion in Paramount Aviation Corp. v. Agusta, 
    178 F.3d 132
     (3d Cir. 1999). We there considered the proper
    application of New Jersey’s “entire controversy doctrine,”
    which we described as “an extremely robust claim preclusion
    device that requires adversaries to join all possible claims
    stemming from an event or series of events in one suit.”
    
    Id. at 135
    . Conducting an extensive Erie analysis, we stated
    52
    that “New Jersey’s main justification for the doctrine, its
    interest in preserving its judicial resources, is minimized
    when none of the prior litigation took place in New Jersey
    state courts.” 
    Id. at 142
    . We therefore concluded that federal
    principles of claim preclusion, not the entire controversy
    doctrine, governed the effects of a diversity dismissal in the
    New Jersey District Court, largely because “New Jersey has
    no significant interest in controlling the dockets of other court
    systems.” 
    Id. at 144
    .
    Few courts have considered whether and to what extent
    Semtek and Paramount Aviation are compatible. At least one
    court has concluded that the two cases work hand-in-glove.
    On this view, Semtek says that, consistent with Erie, we
    assess the claim-preclusive effects of a judgment issued by a
    federal court sitting in diversity by looking to the substantive
    law of the relevant state, and Paramount Aviation tells us that
    New Jersey’s entire controversy doctrine is more akin to a
    procedural rule, not a substantive one, and that, under Erie, a
    federal court need not apply it. See Yantia N. Andre Juice
    Co. v. Kupperman, No. 05-cv-01049 (WJM), 
    2005 WL 2338854
    , at *3 n.2 (D.N.J. Sept. 23, 2005) (“In Semtek, the
    Court held that federal common law governs the claim-
    preclusive effect of a dismissal by a federal court sitting in
    diversity. The federal common law applicable in our case,
    however, is provided by Paramount . . . .” (internal quotation
    marks and citation omitted)).
    Our Court has addressed the issue once in a non-
    precedential opinion, McHale v. Kelly, 527 F. App’x 149 (3d
    Cir. 2013). Because the claims at issue there were precluded
    irrespective of whether we applied New Jersey or federal law,
    53
    questions about the structure of our federal system that are
    perhaps better left for another day.131 Instead, having
    reviewed the relevant Louisiana precedents, we are confident
    that a Louisiana court would decline to apply res judicata to
    we declined to decide “whether Semtek or Paramount
    Aviation controls.” Id. at 151.
    131
    For example, in Thomas v. Washington Gas Light Co.,
    
    448 U.S. 261
     (1980), a four-justice plurality of the Supreme
    Court expressed the view that, in the context of the Full Faith
    and Credit Clause, states lack the power to determine the
    extraterritorial effects of their own judgments. The Court
    feared that the opposite conclusion would “risk[] the very
    kind of parochial entrenchment on the interests of other States
    that it was the purpose of the Full Faith and Credit Clause and
    other provisions of Art. IV of the Constitution to prevent.”
    
    Id. at 272
    .
    At least one scholar has therefore noted that there may be
    some tension between Thomas (states cannot dictate the
    consequences of their judgments in other jurisdictions) and
    Semtek (the exterritorial import of a timeliness dismissal
    entered by a diversity court depends on state law—including,
    perhaps, the state’s views on extraterritorial claim
    preclusion). See Stephen B. Burbank, Semtek, Forum
    Shopping, and Federal Common Law, 
    77 Notre Dame L. Rev. 1027
    , 1052 (2002) (“Perhaps . . . the [Supreme] Court
    believes that whether a state court judgment dismissing a case
    on limitations grounds is preclusive in subsequent litigation in
    another state depends upon the rendering court’s views on a
    question it is without power to decide.”).
    54
    the plaintiffs’ claims even without invoking the logic of
    Griffin and similar cases.
    B.     Louisiana’s Law of Res Judicata Does Not
    Bar the Plaintiffs’ Claims
    We begin with an important foundational principle.
    The Louisiana Supreme Court has stated that res judicata is
    such a drastic procedural device that “any doubt concerning
    [its] application . . . must be resolved against its
    application.”132   Or, as the Fifth Circuit has put it,
    “Louisiana’s doctrine of res judicata can only be invoked if
    all essential elements are present and established beyond all
    question.”133
    What’s more, Louisiana’s rules of claim preclusion
    are not absolute. The Louisiana Supreme Court has explained
    that “[o]ne of the goals of res judicata is to promote judicial
    economy and fairness,” and that applying the doctrine
    “blindly or mechanically . . . does not foster judicial economy
    132
    Kelty v. Brumfield, 
    633 So. 2d 1210
    , 1215 (La. 1994).
    133
    Lafreniere Park Found. v. Broussard, 
    221 F.3d 804
    , 809
    (5th Cir. 2000).
    55
    or fundamental fairness to the parties.”134 Courts should
    therefore not use res judicata “as a scythe applied
    mechanically to mow down claims where the party asserting
    the claim is not at fault for the lack of adjudication of that
    claim in the first suit.”135
    At common law, Louisiana’s doctrine of res judicata
    included a safety valve for “exceptional circumstances”
    sufficient to overcome “the policies favoring preclusion of a
    second action.”136 When Louisiana adopted a new statute
    134
    Terrebonne Fuel & Lube, Inc. v. Placid Ref. Co., 
    666 So. 2d 624
    , 635 (La. 1996). While Terrebonne involved
    application of federal, not state, principles of res judicata, we
    nonetheless consider it instructive because the Louisiana
    Supreme Court has since explained that Terrebonne’s
    discussion of claim preclusion is relevant to construing
    Louisiana’s own res judicata statute. See Oliver v. Orleans
    Par. Sch. Bd., 
    156 So. 3d 596
    , 619 (La. 2014) (“While
    Terrebonne was decided under federal law, we noted in a
    footnote that the 1991 amendment adding La. R.S. 13:4232
    ‘was also enacted to include similar exceptions . . . .’”
    (quoting Terrebonne, 
    666 So. 2d at
    632 n.4)).
    135
    Terrebonne, 
    666 So. 2d at 635
    .
    136
    
    Id.
     at 632          (citing    Restatement   (Second)    of
    Judgments § 26).
    56
    governing res judicata in 1990, it codified this exception.137
    The relevant statutory provision states that “[a] judgment
    does not bar another action by the plaintiff . . . [w]hen
    exceptional circumstances justify relief from the res judicata
    effect of the judgment.”138 Courts considering whether to
    apply this exception “exercise [their] equitable discretion to
    balance the principle of res judicata with the interests of
    justice,” recognizing that relief is appropriate “only in truly
    exceptional cases.”139
    Louisiana courts have held that the statutory exception
    to res judicata “generally applies to complex procedural
    situations in which litigants are deprived of the opportunity to
    present their claims due to unanticipated quirks in the
    system.”140 So, for example, the Court of Appeal applied the
    exception in Simmons v. Baumer Foods, Inc.,141 a wrongful
    death and workman’s compensation case that bounced around
    137
    Id. at 632 n.4 (explaining that res judicata is governed in
    Louisiana by La. Rev. Stat. Ann. § 13:4231, but that a
    “companion statute,” La. Rev. Stat. Ann. § 13:4232, contains
    various exceptions under which the normal rules of claim
    preclusion do not apply).
    138
    La. Rev. Stat. Ann. § 13:4232(A)(1).
    139
    Oleszkowicz v. Exxon Mobil Corp., 
    156 So. 3d 645
    , 647
    (La. 2014) (quoting 1990 cmt. to La. Rev. Stat.
    Ann. § 13:4232).
    140
    Id. at 648 (quoting Kevin Assocs., LLC v. Crawford, 
    917 So. 2d 544
    , 549 (La. Ct. App. 2005)).
    141
    
    55 So. 3d 789
     (La. Ct. App. 2010).
    57
    from court to court without the plaintiffs ever having had the
    opportunity to present their claims on the merits before the
    defendants invoked res judicata as a bar to relief. In those
    circumstances, where the plaintiffs had “vigorously pursued
    their claims but the substance of [those] claims . . . [had] yet
    to be addressed,” the Court of Appeal concluded that the
    “pursuit of justice ha[d] been derailed by . . . procedural
    determinations” and an exception to res judicata was
    appropriate.142
    Federal courts, too, have applied Louisiana’s statutory
    exception to res judicata in appropriate circumstances. The
    Eighth Circuit, for example, relied on the exception in
    Follette v. Wal-Mart Stores, Inc.143 That case arose from, of
    all things, an exploding can of hairspray. The plaintiffs, who
    were Louisiana residents, initially sued in federal district
    court in Texas, in part because the one-year Louisiana statute
    of limitations had already run. The Texas court transferred
    the case back to Louisiana, where the district court dismissed
    the case on timeliness grounds. The plaintiffs then brought
    another suit in federal court in Arkansas, suing under a
    different cause of action with a longer limitations period.
    This raised the question of whether the previous dismissal in
    Louisiana created a res judicata bar vis-à-vis the Arkansas
    suit. The Eighth Circuit concluded that it did not. Surveying
    the cases applying Louisiana’s equitable exception to res
    judicata, it concluded that Louisiana courts were hesitant to
    invoke principles of claim preclusion when doing so would
    142
    
    Id. at 794
    .
    143
    
    41 F.3d 1234
     (8th Cir. 1994), on reh’g on another issue,
    
    47 F.3d 311
     (8th Cir. 1995).
    58
    create a “procedural windfall” for defendants,144 especially
    when “[t]he merits of the plaintiffs’ claims had not [yet] been
    reached.”145
    The logic of Simmons and Follette applies with equal
    force to the situation we confront now. As in Simmons, the
    plaintiffs here have “vigorously pursued their claims” only to
    be met at every moment with procedural hurdles.146 We
    believe that a Louisiana court, faced with these facts, would
    conclude that the byzantine procedural history of this case
    merits an exception to Louisiana’s normal rules of claim
    preclusion.
    As Wright and Miller recognize, “[a]mong the weakest
    cases for preclusion would be one in which the plaintiffs were
    legitimately surprised by the limitations ruling in the first
    action; unlike a dismissal for failure to state a claim, there is
    nothing to be done about a limitations bar unless it is to find a
    forum with a longer period.”147 Just so. In this case, the
    plaintiffs had no way to predict that the Louisiana Supreme
    Court would reject cross-jurisdictional class action tolling in
    Quinn, thereby rendering their claims untimely in Louisiana
    courts. While parties should be prevented from “burdening
    courts with claims already litigated,” we must be “mindful of
    144
    Id. at 1238 (quoting Billiot v. LeBeouf Bros. Towing Co.,
    
    640 So. 2d 826
    , 829 (La. Ct. App. 1994)).
    145
    
    Id.
    146
    Simmons, 
    55 So. 3d at 794
    .
    147
    18A      Federal     Practice      and      Procedure:
    Jurisdiction § 4441, supra note 87, at 231.
    59
    not barring plaintiffs from having their day in court by
    overzealously preventing them from having two days in
    court.”148 We think a Louisiana court would reach the same
    conclusion.149
    The defendants’ contrary arguments are not
    persuasive. While the defendants recognize that, under
    Semtek, Louisiana law controls our res judicata analysis, they
    contend that Louisiana has adopted, as a principle of its own
    substantive law, the view that federal rules of claim
    preclusion dictate the effects of judgments entered by federal
    diversity courts. On this account, neither Louisiana’s res
    judicata statute nor its equitable exception should inform our
    analysis. In support of this proposition, the defendants rely
    on a single unpublished opinion of the Fifth Circuit.150
    148
    Rick v. Wyeth, No. 08-cv-1287 (ADM), 
    2010 WL 3894063
    , at *4 (D. Minn. Sept. 23, 2010), aff’d, 
    662 F.3d 1067
     (8th Cir. 2011).
    149
    The commentary to the relevant Louisiana statute
    explains that exceptions to claim preclusion ought not apply
    “where the plaintiff has simply failed to assert a right or
    claim . . . through oversight or lack of proper preparation.”
    1990 cmt. to La. Rev. Stat. Ann. § 13:4232. For the reasons
    explained above, we do not think this is such a case.
    150
    Frank C. Minvielle LLC v. Atl. Ref. Co., 337 F. App’x
    429, 434 (5th Cir. 2009) (“Louisiana courts have repeatedly
    confirmed that federal law is applicable to consideration of
    whether a federal court judgment has res judicata effect.”
    (internal quotation marks omitted)).
    60
    The defendants are wrong. It is true that, before
    Semtek, Louisiana courts stated that the claim-preclusive
    effect of all federal judgments was controlled by federal
    principles of claim preclusion.151 Some Louisiana courts
    have said the same thing after Semtek, but only in cases
    involving federal question jurisdiction.152 The defendants do
    not point to a single case in which a Louisiana court has
    chosen to ignore Semtek outright by looking to federal law,
    rather than state law, to assess the claim-preclusive effects of
    a judgment issued by a federal district court sitting in
    diversity.
    To the contrary, federal district courts in Louisiana
    “appl[y] Louisiana law to determine the preclusive effect of
    151
    See, e.g., Pilie & Pilie v. Metz, 
    547 So. 2d 1305
    , 1309
    (La. 1989) (“[F]ederal law must be applied in determining the
    basic res judicata effects of the diversity judgment in the
    present case.”).
    152
    See, e.g., Green v. Iberia Par. Sch. Bd., 
    945 So. 2d 940
    ,
    943 (La. Ct. App. 2006) (“[F]ederal law is applicable to
    consideration of whether a federal court judgment has res
    judicata effect.”) (considering effect of a judgment entered by
    a federal court exercising both its federal question jurisdiction
    and supplemental jurisdiction over state-law claims).
    61
    [their] prior [diversity] judgments.”153 The defendants’
    contrary argument—that Semtek tells us to look to Louisiana
    law, which then tells us to look back to federal law—is the
    jurisprudential equivalent of holding two mirrors up to one
    another, and we are comfortable rejecting it.
    Next, the defendants rely on another Fifth Circuit case,
    Steve D. Thompson Trucking, Inc. v. Dorsey Trailers, Inc.,154
    to argue that the plaintiffs’ Delaware suits are barred by res
    judicata.155 That case involved parallel actions pending in
    153
    Commercializadora Portimex, S.A. de CV v. Zen-Noh
    Grain Corp., 
    373 F. Supp. 2d 645
    , 650 (E.D. La. 2005)
    (applying Semtek). Another unpublished opinion of the Fifth
    Circuit suggests that Louisiana district courts are applying
    Semtek correctly. See Tigert v. Am. Airlines Inc., 390
    F. App’x 357, 362 (5th Cir. 2010) (citing Semtek for the
    proposition that Louisiana law controls the preclusive effect
    of a diversity judgment entered by a federal district court
    sitting in Louisiana).
    154
    
    870 F.2d 1044
     (5th Cir. 1989).
    155
    In fact, the defendants fail to cite a different case,
    Austin v. Super Valu Stores, Inc., 
    31 F.3d 615
     (8th Cir. 1994),
    that arguably helps them more. The plaintiffs there brought a
    diversity suit in the Eastern District of Louisiana, lost on
    timeliness grounds, and then brought a second diversity suit
    in the District of Minnesota. The Minnesota District Court
    applied Louisiana law to conclude that the first dismissal was
    claim-preclusive and dismissed the case. The Eighth Circuit
    affirmed.
    62
    federal district courts in Louisiana and Mississippi. The
    Louisiana District Court dismissed the plaintiffs’ claims as
    time-barred under the applicable Louisiana statute of
    limitations. The defendants then moved to dismiss the
    Mississippi action as res judicata. The Mississippi District
    Court denied the motion, but the Fifth Circuit reversed. In its
    view, “[a]llowing plaintiffs who fail to comply with
    applicable statutes of limitations to move to the next state
    over would have the undesirable effect of encouraging forum
    shopping and rewarding dilatory conduct.”156
    While we appreciate that there are certain parallels
    between Thompson Trucking and the situation we confront
    today, we do not think Thompson Trucking is persuasive in
    the present context.
    First, Thompson Trucking predated Semtek, leaving the
    Fifth Circuit free to reason that “the effect of a prior federal
    diversity judgment is controlled by federal rather than state
    Importantly, the District Court in Austin said that the
    plaintiff had “pointed to nothing in . . . Louisiana law
    suggesting that a judgment that would be considered final and
    on the merits in the context of a second action brought in the
    same jurisdiction would not be considered to be final and on
    the merits in the context of a[n] action brought in another
    jurisdiction.” Austin v. Super Valu Stores, Inc., No. 4-92-cv-
    1059 (HHM), 
    1994 WL 409473
    , at *4 (D. Minn. May 17,
    1994). Here, cases applying Louisiana’s equitable exception
    to res judicata indicate precisely that.
    156
    Thompson Trucking, 
    870 F.2d at 1046
    .
    63
    res judicata rules.”157 Under Semtek, that is no longer correct.
    As Wright and Miller point out in their discussion of the case,
    the Fifth Circuit “applied federal preclusion principles
    without asking whether either Louisiana or Mississippi law
    would preclude a second action in Mississippi.”158
    Second, Thompson Trucking focused extensively on
    what it characterized as the plaintiffs’ impermissible forum
    shopping. While we understand these concerns—and indeed
    might find them persuasive in the appropriate case—they
    carry little weight here for the straightforward reason that the
    plaintiffs have not engaged in what we consider to be forum
    shopping. As we explained earlier, the plaintiffs were not
    scouring multiple jurisdictions for more advantageous
    substantive law or more sympathetic fact-finders. Instead,
    they were trying to find one court—and only one court—
    willing to reach the merits of their claims.
    Accordingly, we conclude that Louisiana’s statutorily-
    codified equitable exception to res judicata applies to the
    present facts. Consistent with Semtek, we therefore hold that
    the timeliness dismissals entered by the Louisiana District
    Court do not create a res judicata bar to the plaintiffs’
    Delaware suits. Rather than affirm the Delaware District
    Court’s dismissals on this alternative ground, we will remand
    these cases for further proceedings.
    157
    
    Id. at 1045
    .
    158
    18A Federal Practice & Procedure: Jurisdiction § 4441
    n.27, supra note 87, at 232.
    64
    V.       Issues on Remand
    Among the issues the Delaware District Court will
    address on remand is the question of whether the plaintiffs’
    claims are timely under Delaware’s applicable statute of
    limitations.159   The Delaware District Court recently
    addressed that issue in a related case, Marquinez v. Dole
    Food Co.160 While Marquinez acknowledged that Delaware
    accepts cross-jurisdictional class action tolling,161 it
    nonetheless concluded that any such tolling ended in 1995.
    Marquinez therefore held that Delaware’s two-year statute of
    limitation had long since expired.162
    In reaching that conclusion, Marquinez relied on an
    extremely fine-grained interpretation of what occurred in
    Texas in 1995. In particular, Marquinez drew a distinction
    between the question of whether the Texas District Court’s
    1995 dismissal on forum non conveniens grounds restarted
    Delaware’s statute of limitations clock, and whether the
    contemporaneous denial of the pending motion for class
    certification as moot did so.163 It is true, Marquinez noted,
    159
    Judges Fisher, Chagares and Vanaskie would prefer to
    leave any consideration of the proper application of the
    Delaware statute of limitations to the Delaware District Court
    on remand in the first instance.
    160
    
    45 F. Supp. 3d 420
     (D. Del. 2014).
    161
    
    Id.
     at 422 (citing the Delaware Supreme Court’s decision
    in Blanco, 
    67 A.3d at 394
    ).
    162
    
    Id. at 423
    .
    163
    
    Id.
     (citing Chaverri, 896 F. Supp. 2d at 568).
    65
    that the Delaware Superior Court’s Blanco decision addressed
    the first question, and in fact concluded that the Texas District
    Court’s “original decision to dismiss did not start plaintiff’s
    Delaware statute of limitations.”164 But, said Marquinez, the
    Delaware Superior Court “did not reach the [other] question,
    which forms an alternative basis to end tolling.”165
    Contrary to Marquinez’s characterization, Blanco in
    fact summarized the defendants’ argument that the
    “plaintiff[s] cannot rely on the [Texas] actions to toll the
    statute of limitations because all pending motions, including
    one for class certification, were denied as moot.”166 In
    denying the defendants’ motion for judgment on the
    pleadings, the Blanco Court appears to have rejected that
    assertion. Indeed, Blanco went further still, stating that the
    “defendants have attempted to tranquilize these claims
    through repeated forum shopping removals and technical
    dismissals, playing for time and delay and striving to prevent,
    or arguably frustrate, the claims from ever being heard on the
    merits in any court.”167
    We also note that when the Texas District Court
    dismissed the class action in 1995, it did more than include a
    return clause in its dismissal order.168 It also entered
    164
    Blanco, 
    2012 WL 3194412
    , at *12 (emphasis added).
    165
    Marquinez, 45 F. Supp. 3d at 423.
    166
    Blanco, 
    2012 WL 3194412
    , at *5.
    167
    Id. at *12.
    168
    See supra note 11.
    66
    injunctions that barred the named plaintiffs and “[a]ll
    persons . . . who receive actual notice of this judgment” from
    commencing any related actions “in any court in the United
    States.”169
    Both the return clause and the injunctions may be
    relevant under Delaware law. For example, in Mergenthaler
    v. Asbestos Corporation of America,170 the Delaware Superior
    Court held that that “a court-imposed stay will result in a
    tolling of the statute of limitations where it prevents a
    plaintiff from discovering the identity of an otherwise
    unknowable defendant.”171 In support of that proposition,
    169
    Final Judgment at 2, Delgado v. Shell Oil Co., No. 94-cv-
    1337, ECF No. 393 (S.D. Tex. Oct. 27, 1995). The full
    sentence from the Texas District Court’s judgment stated:
    “All persons in active concert or participation with plaintiffs
    and intervenors who receive actual notice of this judgment by
    personal service or otherwise, including, but not limited to,
    the attorneys who have appeared in these actions and their
    law firms, as well the officers, agents, servants, and
    employees of any of these persons, are PERMANENTLY
    ENJOINED from commencing or causing to be commenced
    any action involving a DBCP-related claim in any court in the
    United States, and from filing an intervention in Rodriguez,
    Erazo, or any other pending action in a court in the United
    States, on behalf of any plaintiff or intervenor plaintiff in
    Delgado, Jorge Carcamo, Valdez, and Isae Carcacmo.” Id.
    at 2–3.
    170
    
    500 A.2d 1357
     (Del. Super. Ct. 1985).
    171
    
    Id. at 1365
    .
    67
    Mergenthaler cited Braun v. Sauerwein,172 where the
    Supreme Court stated that when a plaintiff “has been disabled
    to sue, by a superior power, without any default of his own . .
    . unless the statutes cease to run during the continuance of the
    supervening disability, he is deprived of a portion of the time
    within which the law contemplated he might sue.”173
    Nor did Marquinez acknowledge that when the Texas
    District Court reinstated the class action in 2004, it framed its
    decision as “a direct continuation of the prior proceedings
    over which the court expressly stated its intent to retain
    jurisdiction.”174 Rather than look to these sources, Marquinez
    focused on cases from other jurisdictions that applied the state
    law of Louisiana and Hawaii, rather than the law of
    Delaware.175
    We leave it to the Delaware District Court on remand
    to consider these issues and to perform its “duty . . . to
    ascertain from all the available data what the state law is and
    apply it rather than to prescribe a different rule, however
    superior it may appear from the viewpoint of ‘general
    law.’”176
    172
    
    77 U.S. 218
     (1869).
    173
    
    Id.
     at 222–23.
    174
    Delgado, 
    322 F. Supp. 2d at 813
    .
    175
    See Marquinez, 45 F. Supp. 3d at 423, 425 n.9.
    176
    West v. Am. Tel. & Tel. Co., 
    311 U.S. 223
    , 237 (1940).
    68
    VI.   Conclusion
    For over two decades, the plaintiffs have been
    knocking on courthouse doors all over the country and,
    indeed, the world, only for those doors to remain closed. The
    Delaware District Court concluded that, pursuant to the first-
    filed rule, its doors must remain shut as well.
    That conclusion was in error. Neither the first-filed
    rule nor Louisiana’s doctrine of res judicata is fatal to the
    plaintiffs’ Delaware claims. We revive this litigation now,
    more than two decades after it began, while expressing our
    sincerest hope that it proceeds with more alacrity than it has
    to the present date.
    Accordingly, we will vacate the Delaware District
    Court’s dismissals and remand these cases for further
    proceedings consistent with this Opinion.
    69
    

Document Info

Docket Number: 13-4144

Judges: Fuentes, McKee, Ambro, Smith, Fisher, Chagares, Greenaway, Vanaskie, Shwartz, Krause, Restrepo

Filed Date: 9/2/2016

Precedential Status: Precedential

Modified Date: 10/19/2024

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