Coleman v. Estes Express Lines, Inc

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
BRADFORD COLEMAN, individually, 
and on behalf of other members of
the general public similarly
situated, and as aggrieved
employee pursuant to the Private
No. 10-56852
Attorneys General Act (“PAGA”),
Plaintiff-Appellee, D.C. No.
v.  2:10-cv-02242-
ABC-AJW
ESTES EXPRESS LINES, INC., a
OPINION
Virginia Corporation; ESTES WEST,
a business entity form unknown;
G.I. TRUCKING COMPANY, FKA DOE
1, DBA Estes West,
Defendants-Appellants.

Appeal from the United States District Court
for the Central District of California
Audrey B. Collins, Chief District Judge, Presiding
Argued and Submitted
January 10, 2011—Pasadena, California
Filed January 25, 2011
Before: Diarmuid F. O’Scannlain, William A. Fletcher, and
Richard R. Clifton, Circuit Judges.
Opinion by Judge William A. Fletcher;
Concurrence by Judge O’Scannlain
1789
1792 COLEMAN v. ESTES EXPRESS LINES
COUNSEL
Robert Ebert Byrnes, Mark Paul Estrella, Sue Jin Kim, Darrel
Menthe, David M. Medby, Mirian Leigh Schimmel, Glenn
Danas (argued), Initiative Legal Group APC, Los Angeles,
California, Payam Shahian, Strategic Legal Practices APC,
Los Angeles, California, for the plaintiff-appellee.
Timothy M. Freudenberger, Sarah Drechsler, Garrett V. Jen-
sen, Carlton Disante & Freudenberger LLP, San Francisco,
California, David Lee Terry, David L. Woodard (argued),
Poyner Spruill LLP, Raleigh, North Carolina, for the
defendants-appellants.
COLEMAN v. ESTES EXPRESS LINES 1793
OPINION
W. FLETCHER, Circuit Judge:
Under the Class Action Fairness Act of 2005 (“CAFA”),
Pub. L. No. 109-2, 119 Stat. 4 (2005), defendants may remove
a diversity class action from state to federal court when,
among other conditions, the parties are minimally diverse and
the amount in controversy exceeds $5,000,000. 28 U.S.C.
§§ 1332(d)(2), 1453(b). However, plaintiffs may obtain a
remand to state court if the suit involves a local controversy.
Id. § 1332(d)(4)(A)(i). The question before us is whether a
federal district court is limited to the complaint in deciding
whether two of the criteria for the local controversy exception
are satisfied. We hold that the district court is so limited.
I. Background
Estes Express is a Virginia corporation. It acquired G.I.
Trucking, a California corporation, in 2005. After the acquisi-
tion, G.I. Trucking was renamed Estes West (d/b/a G.I.
Trucking) but remained a California corporation. Bradford
Coleman, who was employed as a pickup and delivery driver
by G.I. Trucking and then by Estes West from 2004 to 2009,
brought a putative class action against Estes West and Estes
Express (collectively, “Estes”) in Los Angeles County Supe-
rior Court based on multiple alleged violations of California
law.
Coleman alleged in his complaint that Estes West and Estes
Express (1) failed to pay overtime, (2) failed to provide meal
and rest periods, (3) failed to timely pay earned wages after
discharging employees, (4) failed to pay earned wages to cur-
rent employees, (5) failed to provide wage statements, and (6)
engaged in unlawful business practices, all in violation of Cal-
ifornia law. On behalf of the proposed class, Coleman
requested that Estes West and Estes Express pay unpaid over-
time and other wages, pay one hour of wages for each day
1794 COLEMAN v. ESTES EXPRESS LINES
that a meal break was not provided and an additional hour for
each day that rest breaks were not provided, and pay miscella-
neous civil penalties. Coleman also requested injunctive relief
against Estes West and Estes Express.
Coleman alleged that both Estes West and Estes Express
violated California law. He alleged that
each and all of the acts and omissions alleged herein
was [sic] performed by, or is attributable to [Estes
Express Lines, Inc. and/or Estes West and Doe
Defendants], each acting as the agent for the other,
with legal authority to act on the other’s behalf. . .
. At all relevant times herein mentioned, Defendants,
and each of them, ratified each and every act or
omission complained of herein. At all times herein
mentioned, Defendants, and each of them, aided and
abetted the acts and omissions of each and all the
other Defendants in proximately causing the dam-
ages herein alleged.
The remainder of the complaint referred to actions taken by
“Defendants,” rather than actions taken separately by Estes
Express or Estes West.
Estes removed to federal court under CAFA. 28 U.S.C.
§§ 1332(d), 1453(b). Coleman moved to remand to state
court, arguing that the case was a local controversy under
CAFA.
A plaintiff whose putative class action has been removed
can obtain a remand to state court under any of three excep-
tions to the district court’s subject matter jurisdiction under
CAFA. Id. § 1332(d)(3), (d)(4)(A), (d)(4)(B). The local con-
troversy exception, upon which Coleman relies, provides that
a federal district court “shall decline to exercise [removal]
jurisdiction . . . over a class action in which — ”
COLEMAN v. ESTES EXPRESS LINES 1795
(I) greater than two-thirds of the members of all pro-
posed plaintiff classes in the aggregate are citizens of
the State in which the action was originally filed;
(II) at least 1 defendant is a defendant —
(aa) from whom significant relief is sought
by members of the plaintiff class;
(bb) whose alleged conduct forms a signifi-
cant basis for the claims asserted by the
proposed plaintiff class; and
(cc) who is a citizen of the State in which
the action was originally filed; and
(III) principal injuries resulting from the alleged con-
duct or any related conduct of each defendant were
incurred in the State in which the action was origi-
nally filed[.]
28 U.S.C. § 1332(d)(4)(A)(i). A plaintiff seeking remand has
the burden of showing that the local controversy exception
applies. Serrano v. 180 Connect, Inc., 478 F.3d 1018, 1024
(9th Cir. 2007).
Estes opposed remand, arguing that two of the criteria for
the local controversy exception were not satisfied. First, Estes
argued that Estes West had insufficient funds to satisfy a
judgment, and that “significant relief” therefore had not been
“sought” from it. See 28 U.S.C. § 1332(d)(4)(A)(i)(II)(aa).
Second, Estes argued that Estes Express had almost complete
control over the operations of Estes West, and that Estes
West’s “alleged conduct” therefore did not “form a significant
basis for the claims asserted by the proposed plaintiff class.”
Id. § 1332(d)(4)(A)(i)(II)(bb). If either of Estes’s arguments is
correct, Coleman is not entitled to a remand under the local
controversy exception.
1796 COLEMAN v. ESTES EXPRESS LINES
In support of its arguments, Estes filed a declaration by
Brenda Gerczak, Director of Human Resources for Estes
Express. With respect to funds from which Estes West could
satisfy a judgment, Ms. Gerczak declared:
Estes West does not have the funds to satisfy a
potential judgment in the lawsuit brought by Brad-
ford Coleman; only Estes Express would possess
such funds. Although, in compliance with California
law, Estes maintains a bank account in California for
payroll purposes, the account is funded entirely by
Estes Express from its own funds. . . .
Estes West has no source of revenue. Estes
Express supplies all funds needed for the operation
of the Estes West region. Revenue in Estes’ trucking
operation is derived from bills submitted to custom-
ers who use Estes to transport freight. . . . All monies
paid by customers on account of these invoices are
paid directly to Estes Express and retained by Estes
Express except for the money needed to fund the
payroll account for Estes West. . . . Estes West
receives no income from any other source.
With respect to Estes Express’s control over the operations
of Estes West, Ms. Gerczak declared:
Estes Express assumed complete control over payroll
practices and functions immediately after it com-
pleted its acquisition of Estes West. Since the acqui-
sition, Estes Express has directed every aspect of the
payroll function in California, including establishing
pay periods, pay days and pay rates for all employ-
ees in California and elsewhere in the Estes West
region. . . .
In addition to matters of payroll, Estes Express
maintains control over all other general terms of
COLEMAN v. ESTES EXPRESS LINES 1797
employment for California employees. . . . In sum,
Estes Express possesses and maintains complete
control over every significant term of employment
for every Estes employee in the State of California.
Local managers in the Estes West region give day to
day instructions to employees, but such instructions
are given strictly within the operating rules and
guidelines established by Estes Express in Virginia.
The district court held that it could not look beyond the
allegations in the complaint in deciding whether Coleman
“sought” “significant relief” from Estes West. Looking only
to the complaint, it held that Coleman had satisfied the signif-
icant relief requirement of § 1332(d)(4)(A)(i)(II)(aa). The dis-
trict court did not resolve the question of whether it could
look beyond the complaint in deciding whether Estes West’s
“alleged conduct form[ed] a significant basis” for Coleman’s
claims. It held that regardless of whether it considered Ms.
Gerczak’s declaration, Coleman had satisfied the conduct
requirement of § 1332(d)(4)(A)(i)(II)(bb). The district court
therefore remanded Coleman’s putative class action to state
court.
Under CAFA, a party may seek to appeal to the court of
appeals a remand order of the district court. The court of
appeals has discretion whether to accept the appeal. 28 U.S.C.
§ 1453(c)(1). On November 30, 2010, we granted Estes per-
mission to appeal. Coleman v. Estes Express, __ F.3d __ (9th
Cir. 2010) (per curiam), 2010 U.S. App. LEXIS 24434. In
granting permission, we noted that the question whether a dis-
trict court may look beyond the allegations of the complaint
in determining the applicability of the local controversy
exception had not been resolved in this circuit. We therefore
concluded that “appellate review would be useful.” Id. at *8.
II. Standard of Review
We review issues of statutory interpretation de novo. Rodri-
guez v. Smith, 541 F.3d 1180, 1183 (9th Cir. 2008).
1798 COLEMAN v. ESTES EXPRESS LINES
III. Discussion
A. The Text
We begin with the words of the statute. United States v.
Nader, 542 F.3d 713, 717 (9th Cir. 2008). “When the words
of a statute are unambiguous . . . this first canon is also the
last: judicial inquiry is complete.” Conn. Nat’l Bank v. Ger-
main, 503 U.S. 249, 253-54 (1992) (internal quotation marks
omitted). We hold that CAFA’s language unambiguously
directs the district court to look only to the complaint in
deciding whether the criteria set forth in
§ 1332(d)(4)(A)(i)(II)(aa) and (bb) are satisfied.
[1] The first criterion is whether “significant relief is
sought” from a defendant who is a citizen of the state in
which the suit is filed. 28 U.S.C. § 1332(d)(4)(A)(i)(II)(aa)
(emphasis added). The word “sought” focuses attention on the
plaintiff’s claim for relief — that is, on what is “sought” in
the complaint — rather than on what may or may not be
proved by evidence. The second criterion is whether the
defendant’s “alleged conduct forms a significant basis for the
claims asserted by the proposed plaintiff class.” Id.§ 1332(d)(4)(A)(i)(II)(bb) (emphasis added). Like the word
“sought,” the word “alleged” makes clear that the second cri-
terion is based on what is alleged in the complaint rather than
on what may or may not be proved by evidence.
[2] There is a revealing contrast between the language in
subsections (aa) and (bb) and the language in subsection (cc).
All three subsections specify criteria that must be satisfied
before the local controversy exception to CAFA jurisdiction
applies. Subsection (cc) requires that the defendant from
whom relief is sought and whose alleged conduct is at issue
be a defendant “who is a citizen of the State in which the
action was originally filed.” Id. § 1332(d)(4)(A)(i)(II)(cc)
(emphasis added). Unlike the words “sought” and “alleged,”
COLEMAN v. ESTES EXPRESS LINES 1799
used in subsections (aa) and (bb), the word “is,” used in sub-
section (cc), indicates that an actual fact must be established.
The decision of the Tenth Circuit in Coffey v. Freeport
McMoran Copper & Gold, 581 F.3d 1240, 1244-45 (10th Cir.
2009), illustrates the distinction between “sought” in subsec-
tion (aa) and “is” in subsection (cc). In Coffey, plaintiffs’
putative class action had been removed to federal court under
CAFA. They moved to remand under the local controversy
exception. Defendants opposed remand, contending that the
criteria of subsections (aa) (relief sought from the defendant)
and (cc) (citizenship of the defendant) had not been satisfied.
In addressing the question of relief under subsection (aa), the
court held that the district court had properly looked only to
the complaint. It wrote:
The statutory language is unambiguous, and a “de-
fendant from whom significant relief is sought” does
not mean a “defendant from whom significant relief
may be obtained.” There is nothing in the language
of the statute that indicates Congress intended dis-
trict courts to wade into the factual swamp of assess-
ing the financial viability of a defendant as part of
this preliminary consideration[.]
Id. at 1245. By contrast, in addressing citizenship under sub-
section (cc), the court upheld the district court’s factual deter-
mination of citizenship, writing that the defendants “ha[d]
failed to show that the district court’s decision on [the corpo-
ration]’s citizenship was clearly erroneous.” Id. at 1246.
Estes argues that our understanding of the words “sought”
and “alleged” in subsections (aa) and (bb) is inconsistent with
the common practice of considering extrinsic evidence and
making factual determinations in resolving questions of a fed-
eral court’s subject matter jurisdiction. It is true that some
questions of subject matter jurisdiction are questions of fact,
the determination of which may depend on evidence. For
1800 COLEMAN v. ESTES EXPRESS LINES
example, as just noted, in CAFA itself a district court may
rely on evidence to determine the citizenship of a defendant
under subsection (cc). A district court may also consider evi-
dence in deciding whether CAFA’s $5,000,000 amount-in-
controversy requirement has been satisfied. See Lowdermilk v.
U.S. Bank Nat’l Ass’n, 479 F.3d 994, 1000-01 (9th Cir. 2007);
28 U.S.C. § 1332(d)(2) (“The district courts shall have origi-
nal jurisdiction of any civil action in which the matter in con-
troversy exceeds the sum or value of $5,000,000, exclusive of
interest and costs[.]”). Further, a district court may consider
evidence in determining citizenship and amount-in-
controversy under general provisions of the diversity jurisdic-
tional statute, 28 U.S.C. § 1332(a), (c). See Guglielmino v.
McKee Foods Corp., 506 F.3d 696, 701 (9th Cir. 2007)
(affirming district court’s factual finding on amount in contro-
versy); Indus. Tectonics, Inc. v. Aero Alloy, 912 F.2d 1090,
1094 (9th Cir. 1990) (looking to extrinsic evidence to deter-
mine corporation’s citizenship).
[3] However, for three reasons, we do not believe that this
practice should apply to determinations under subsections (aa)
and (bb). First, as just discussed, the plain language of these
subsections indicates, through the use of the words “sought”
and “alleged,” that the district court is to look to the complaint
rather than to extrinsic evidence.
Second, though district courts sometimes consider evidence
in making some subject matter jurisdiction determinations,
they do not always do so. For example, under long-
established law, the district court looks to the “well-pleaded
complaint,” rather than to any subsequent pleading or evi-
dence, in determining whether there is federal question sub-
ject matter jurisdiction under 28 U.S.C. § 1331. See, e.g.,
Grable & Sons Metal Prods., Inc. v. Darue Eng’g & Mfg.,
545 U.S. 308, 312-13 (2005); Merrell Dow Pharm., Inc. v.
Thompson, 478 U.S. 804, 808 (1986); Skelly Oil Co. v. Phil-
lips Petroleum Co., 339 U.S. 667, 672 (1950); Louisville &
Nashville R.R. Co. v. Mottley, 211 U.S. 149, 152-53 (1908).
COLEMAN v. ESTES EXPRESS LINES 1801
Third, factual determinations under subsections (aa) and
(bb) are likely to be more expensive and time-consuming than
factual determinations of citizenship and amount-in-
controversy. Congress was particularly concerned that subject
matter jurisdiction determinations be made quickly under
CAFA. A party must seek permission from the court of
appeals to bring an appeal from a district court’s remand deci-
sion under CAFA, and such permission is granted sparingly.
Coleman, 2010 U.S. App. LEXIS 24434, at *6-7; Coll. of
Dental Surgeons of P.R. v. Conn. Gen. Life Ins. Co., 585 F.3d
33, 37-39 (1st Cir. 2009). Then, if permission is granted, the
court of appeals is required to render its decision in sixty
days. See 28 U.S.C. § 1453(c)(2).
If a determination whether “significant relief is sought”
against the local defendant under subsection (aa) requires a
factual determination about the respective ability of the vari-
ous defendants to satisfy a judgment, that determination has
the potential to be expensive and time-consuming. For exam-
ple, in Coffey the district court would have had to determine,
as a factual matter, not only the defendants’ financial situation
but that of their insurance carriers. 581 F.3d at 1244-45. We
agree with the Tenth Circuit’s statement in Coffey that “noth-
ing in the language of the statute . . . indicates Congress
intended the district courts to wade into the factual swamp of
assessing the financial viability of a defendant as part of this
preliminary consideration[.]” Id. at 1245.
[4] A factual determination whether the “alleged conduct”
of the local defendant “forms a significant basis for the claims
asserted” by plaintiffs under subsection (bb) is particularly
likely to be expensive and time-consuming. Such a determina-
tion necessarily implicates the merits of the case. We see
nothing in CAFA that indicates a congressional intention to
turn a jurisdictional determination concerning the local defen-
dant’s “alleged conduct” into a mini-trial on the merits of the
plaintiff’s claims.
1802 COLEMAN v. ESTES EXPRESS LINES
B. Legislative History
[5] Because we hold that the text is unambiguous, we need
not consult the legislative history. We discuss that history
only because several courts have relied on a Report of the
Senate Judiciary Committee to support a conclusion that the
district court is not limited to the complaint in deciding
whether the criteria of subsections (aa) and (bb) are satisfied.
See, e.g., Green v. SuperShuttle Int’l, Inc., No. 09-2129, 2010
U.S. Dist. LEXIS 7456, at *10 (D. Minn. Jan. 29, 2010);
Casey v. Int’l Paper Co., No. 07-421, 2008 U.S. Dist LEXIS
1298, at *16-19 (N.D. Fla. Jan. 7, 2008); Robinson v. Cheetah
Transp., No. 06-0005, 2006 U.S. Dist. LEXIS 10129, at *11-
12 (W.D. La. Feb. 27, 2006).
The Committee briefly addressed the issue of jurisdictional
fact-finding in a report accompanying CAFA:
The Committee understands that in assessing the
various criteria established in all these new jurisdic-
tional provisions, a federal court may have to engage
in some fact-finding, not unlike what is necessitated
by the existing jurisdictional statutes. The Commit-
tee further understands that in some instances, lim-
ited discovery may be necessary to make these
determinations. However, the Committee cautions
that these jurisdictional determinations should be
made largely on the basis of readily available infor-
mation. Allowing substantial, burdensome discovery
on jurisdictional issues would be contrary to the
intent of these provisions to encourage the exercise
of federal jurisdiction over class actions.
S. Rep. No. 109-14, at 44 (2005).
This paragraph is consistent with our conclusion that a dis-
trict court cannot look beyond the complaint in determining
whether the criteria of subsections (aa) and (bb) have been
COLEMAN v. ESTES EXPRESS LINES 1803
satisfied. The first sentence provides that under CAFA “a fed-
eral court may have to engage in some fact-finding, not unlike
what is necessitated by the existing jurisdictional statutes.” Id.(emphasis added). Fact-finding is “necessitated by the exist-
ing jurisdictional statutes” on questions of citizenship and
amount-in-controversy. See 28 U.S.C. § 1332(a), (c); Gugliel-
mino, 506 F.3d at 701; Indus. Tectonics, Inc., 912 F.2d at
1094. There is jurisdictional fact-finding under CAFA on pre-
cisely those two questions. There is fact-finding on the ques-
tion of citizenship under § 1332(d)(4)(A)(i)(II)(cc). Coffey,
581 F.3d at 1245-46. And there is fact-finding on the question
of amount-in-controversy under § 1332(d)(2). Lowdermilk,
479 F.3d at 998-1000. However, there is no fact-finding under
CAFA on the questions posed in subsections (aa) and (bb) —
relief sought and alleged conduct. These jurisdictional ques-
tions are unique to CAFA. That is, questions posed under sub-
sections (aa) and (bb) are unlike the questions posed under
existing jurisdictional statutes.
With respect to the local controversy exception to CAFA
jurisdiction, the Committee wrote that the exception requires
that one “real” defendant must be local. S. Rep. No. 109-14,
at 29. The Committee gave two examples of “how the Com-
mittee intends [the local controversy] provision to work.” Id.
at 41. The first example is:
A class action is brought in Florida against an out-
of-state automobile manufacturer and a few in-state
dealers, alleging that a certain vehicle model is
unsafe because of an allegedly defective transmis-
sion. The vehicle model was sold in all fifty states
but the class action is only brought on behalf of Flo-
ridians. This case would not fall within the Local
Controversy Exception for two reasons. First, the
automobile dealers are not defendants whose alleged
conduct forms a significant basis of the claims or
from whom significant relief is sought by the class.
Even if the plaintiffs are truly seeking relief from the
1804 COLEMAN v. ESTES EXPRESS LINES
dealers, that relief is just small change compared to
what they are seeking from the manufacturer. More-
over, the main allegation is that the vehicles were
defective. In product liability cases, the conduct of a
retailer such as an automobile dealer does not form
a significant basis for the claims of the class mem-
bers. [Second, the principal injuries from selling the
defective product were “incurred in all fifty states,”
even if though this particular action was brought by
citizens of the same state.]
Id.
Some courts have taken this example, in particular the
“small change” phrase, to mean that a district court, as part of
its jurisdictional determination, should make a factual deci-
sion as to which defendant or defendants will actually pay the
bulk of any damage award. See, e.g., Robinson, 2006 U.S.
Dist. LEXIS 10129, at *12. We do not believe that the exam-
ple supports this interpretation, for reading the complaint in
such a case would tell any experienced lawyer or judge all she
needs to know. First, because liability is premised on an alleg-
edly defective transmission common to all cars of a particular
model, the conduct of the local dealers will not form a signifi-
cant basis for the plaintiffs’ claims. Second, the manufacturer
will be liable to every member of the class, whereas individ-
ual dealers will only be liable to, at most, the particular class
members with whom they interacted. Thus, it is obvious in
this case that the great bulk of any damage award is sought
from the manufacturer of the cars rather than from the local
dealers. In this example, the determination whether the relief
sought from a particular defendant is “small change” can rea-
sonably be made solely on the basis of the allegations in the
complaint.
The second example is:
A class action is brought in Florida state court
against a Florida funeral home regarding alleged
COLEMAN v. ESTES EXPRESS LINES 1805
wrongdoing in burial practices. Nearly all the plain-
tiffs live in Florida (about 90 percent). The suit is
brought against the cemetery, a Florida corporation,
and an out-of-state parent company that was
involved in supervising the cemetery. No other class
action suits have been filed against the cemetery.
This is precisely the type of case for which the Local
Controversy Exception was developed. Although
there is one out-of-state defendant (the parent com-
pany), the controversy is at its core a local one, and
the Florida state court where it was brought has a
strong interest in resolving the dispute. Thus, this
case would remain in state court.
S. Rep. No. 109-14, at 41. In this example, too, the jurisdic-
tional determinations under subsections (aa) and (bb) can be
made based on the complaint. There is nothing in this exam-
ple to suggest that evidence and a factual determination are
necessary.
C. Disagreement among Federal Courts
Federal courts have disagreed on the question whether a
district court may look only to the complaint in determining
whether the criteria of subsections (aa) and (bb) have been
satisfied. Two other circuit courts that have addressed the
question reached the same conclusion we do today. Coffey,
581 F.3d at 1245 (holding that the district court may look only
to the complaint in addressing subsection (aa)); Kaufman v.
Allstate N.J. Ins. Co., 561 F.3d 144, 157 (3d Cir. 2009)
(directing lower court to focus on allegations in complaint,
not extrinsic evidence).
On the other hand, the Eleventh Circuit has considered
extrinsic evidence in addressing prong (bb). Evans v. Walter
Indus., Inc., 449 F.3d 1159, 1167-68 (11th Cir. 2006). In
Evans, however, the court never discussed whether such evi-
1806 COLEMAN v. ESTES EXPRESS LINES
dence was properly before it, so it is possible that the parties
did not raise that issue.
There is also a line of cases in the district courts that con-
sider extrinsic evidence, the most prominent of which is the
unpublished decision in Robinson v. Cheetah Transportation,
No. 06-0005, 2006 U.S. Dist. LEXIS 10129 (W.D. La. Feb.
27, 2006). In Robinson, a commercial truck driver struck a
bridge in Louisiana, requiring closure of the bridge. Plaintiff
sued in state court in Louisiana on behalf of a proposed class
of those affected by the closure, naming as defendants the
driver, his employer, the employer’s insurance company, and
the owner of the truck’s payload. The defendants removed to
federal court under CAFA. The truck driver was the only
defendant who was a citizen of Louisiana. Plaintiff sought a
remand to state court under the local controversy exception.
The district court held that plaintiff had failed to “provide any
evidence” that “significant relief” was sought from the driver
within the meaning of subsection (aa). 2006 U.S.Dist. LEXIS
10129, at *14. Some courts have followed Robinson and have
looked outside the complaint to determine whether the criteria
of subsections (aa) and (bb) have been satisfied. See, e.g.,
Evans, 449 F.3d at 1167-68 (quoting Robinson and consider-
ing extrinsic evidence on “significant basis” prong); Green v.
SuperShuttle Int’l, Inc., No. 09-2129, 2010 U.S. Dist. LEXIS
7456, at *10 (D. Minn. Jan. 29, 2010); Kurth v. Arcelormittal
USA, Inc., No. 09-108, 2009 U.S. Dist. LEXIS 99126, at *33-
37 (N.D. Ind. Oct. 14, 2009); Casey v. Int’l Paper Co., No.
07-421, 2008 U.S. Dist LEXIS 1298, at *19-20 (N.D. Fla.
Jan. 7, 2008). For the reasons given above, we disagree with
these decisions.
We note that it is unclear whether the court in Robinson
understood that there might be any controversy about its abil-
ity to go outside the complaint in making its determination
under subsection (aa). In the actual case before it, the district
court did indicate that plaintiff had “failed to provide any evi-
dence” that significant relief was available against the truck
COLEMAN v. ESTES EXPRESS LINES 1807
driver, but we are not sure that the court fully understood the
significance of its reference to the lack of evidence. The court
could easily have held, based solely on the complaint, that the
criterion of subsection (aa) was not satisfied, for any experi-
enced lawyer or judge reading the complaint would have
known that “significant relief” was not being sought against
the truck driver. There was no need to go beyond the com-
plaint in order to determine that any relief against the driver
would have been, in the phrase used by the Senate Judiciary
Committee, “small change.”
D. Application
[6] We hold that Coleman’s complaint seeks sufficient
relief against Estes West to satisfy subsection (aa). The com-
plaint seeks damages equally from Estes West and Estes
Express. There is nothing in the complaint to suggest that
Estes West is a nominal defendant, or that Estes West has so
few assets (including, for instance, buildings and trucks) that
Coleman is not seeking significant monetary relief from it.
Further, the complaint seeks injunctive relief against Estes
West. There is nothing in the complaint to suggest either that
the injunctive relief sought is itself insignificant, or that Estes
West would be incapable of complying with an injunction.
[7] Coleman’s complaint also sufficiently alleges conduct
of Estes West that forms a significant basis for the claims
asserted on behalf of the class under subsection (bb). The
complaint alleges that Estes West employed the putative class
members during the relevant period, and that Estes West has
violated California law in a number of ways with respect to
those employees. The complaint also alleges that Estes
Express has violated the same provisions of California law,
but the allegations against Estes Express in no way make the
allegations against Estes West, the actual employer, insignifi-
cant.
We note that we are not convinced that the statements in
Ms. Gerczak’s declaration, even if we were to consider them,
1808 COLEMAN v. ESTES EXPRESS LINES
would carry the day for Estes. With respect to “significant
relief” under subsection (aa), Estes contends that because
Estes West has only a small bank account in California and
because all billing is done through Estes Express, Estes West
has insufficient funds to satisfy a damage judgment against it.
This contention ignores the possibility that other assets of
Estes West would also be available to satisfy a judgment. It
also ignores the fact that Coleman sought not only damages
but also injunctive relief against Estes West, as to which the
assets of Estes West are irrelevant. With respect to “conduct”
under subsection (bb), Estes contends that because Estes
Express controls all important actions of Estes West, the con-
duct of Estes West does not “form a significant basis for the
claims” asserted by Coleman. This contention ignores the fact
that the conduct of Estes West, even if controlled by Estes
Express, nonetheless remains the conduct of Estes West, for
which Estes West may be held liable. But we leave Ms. Ger-
czak’s declaration to one side as irrelevant to our decision.
[8] We conclude that Coleman has satisfied the criteria of
28 U.S.C. § 1332(d)(4)(A)(i)(II)(aa) and (bb). It is undisputed
that Coleman has satisfied the other criteria for the local con-
troversy exception to federal court jurisdiction under CAFA.
The district court was therefore correct in remanding Cole-
man’s putative class action to state court.
E. Possible Amended Complaint
[9] We are aware of the difficulties that can be created by
different pleading requirements in state and federal courts. A
plaintiff filing a putative class action in state court need sat-
isfy only the pleading standards of that court. It is therefore
possible that if a putative class action is removed from state
to federal court under CAFA the complaint, as originally
drafted, will not answer the questions that need to be
answered before the federal court can determine whether the
suit comes within the local controversy exception to CAFA
jurisdiction. In that circumstance, the district court may, in its
COLEMAN v. ESTES EXPRESS LINES 1809
discretion, require or permit the plaintiff to file an amended
complaint that addresses any relevant CAFA criteria.
Conclusion
For the foregoing reasons, we affirm the district court’s
remand to California state court.
AFFIRMED.
O’SCANNLAIN, Circuit Judge, concurring:
I concur in the opinion and judgment except as to Part
III.B. As the opinion itself notes, “ ‘[w]hen the words of a
statute are unambiguous, . . . judicial inquiry is complete.’ ”
Op. at 1798 (quoting Conn. Nat’l Bank v. Germain, 503 U.S.
249, 254 (1992) (internal quotation marks omitted)). Because
we conclude that the text of CAFA’s local controversy excep-
tion is unambiguous, I see no need to engage in a lengthy dis-
cussion of its legislative history. In my view, the extended
quotation and discussion of the legislative history will only
serve to obscure our reading of the plain text of CAFA. See
Ratzlaf v. United States, 510 U.S. 135, 147-48 (1994) (“[W]e
do not resort to legislative history to cloud a statutory text that
is clear.”).
In any event, I am skeptical that Senate Report No. 109-14
even qualifies as “legislative history,” given that it “was not
submitted until eighteen days after the Senate had passed the
bill, eleven days after the House had passed the bill, and ten
days after the President signed the bill into law.” Amalga-
mated Transit Union Local 1309 v. Laidlaw Transit Servs.,
Inc., 448 F.3d 1092, 1096 (9th Cir. 2006) (Bybee, J., dissent-
ing from denial of rehearing en banc). “The Report is there-
fore of minimal, if any, value in discerning congressional
intent, as it was not before the Senate at the time of CAFA’s
1810 COLEMAN v. ESTES EXPRESS LINES
enactment.” Tanoh v. Dow Chem. Co., 561 F.3d 945, 954 n.5
(9th Cir. 2009). For this reason alone, we can reject any deci-
sions relying on this Report without having to parse its exam-
ples.