Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. Nos. 87 C 5364, 87 C 5830 -- Ann Claire Williams, Judge.
Cudahy, Coffey and Easterbrook, Circuit Judges.
In this case Leaseway Transportation Corporation ("Leaseway") seeks a declaratory judgment and a permanent injunction. The Illinois Commerce Commission's original appeal was dismissed for want of jurisdiction because the district court judgment from which the appellants first appealed did not meet the requirements of Federal Rule of Civil Procedure 58, nor did it formally grant (or deny) either form of relief requested by Leaseway. The district court has remedied those problems. Since the Illinois Commerce Commission filed a timely notice of appeal from the district court's amended judgment, we now review the merits of the case.
Leaseway had arranged to acquire control of a new subsidiary, Niedert Terminals, Inc. ("Niedert"), through stock purchase. Through this transaction, Leaseway also gained control of Black Horse Carriers, Inc. ("BHC"), Niedert Freight, Inc. ("NFI") and Fleet Carriers, Inc. ("FCI"), which were controlled by Niedert. Because Niedert, along with several other Leaseway subsidiaries, was subject to the jurisdiction of the Interstate Commerce Commission the ("ICC"), Leaseway could not complete its acquisition without prior approval or exemption by the ICC. See 49 U.S.C. § 11343. Leaseway accordingly sought an exemption from the ICC for its acquisition. The ICC allowed the exemption under 49 U.S.C. section 11343(e), which permits it to grant exemptions "from the merger, consolidation, and acquisition of control provisions" laid out in the statute. The statute also provides:
The authority of the Interstate Commerce Commission under this subchapter is exclusive. A carrier or corporation participating in or resulting from a transaction approved by or exempted by the Commission under this subchapter may carry out the transaction, own and operate property, and exercise control or franchises acquired through the transaction without the approval of a State authority. A carrier, corporation, or person participating in that approved of exempted transaction is exempt from the antitrust laws and from all other law, including State and municipal law, as necessary to let that person carry out the transaction, hold, maintain, and operate property, and exercise control or franchises acquired through the transaction.
49 U.S.C. § 11341(a). Leaseway accordingly informed the Illinois Commerce Commission of its status, noting that under section 11341(a) no further approval from the state commission was needed. The Illinois Commerce Commission replied that section 11341(a) was inapplicable to the acquisition in question and threatened Leaseway with civil penalties and revocation of the intrastate operating authorities of Leaseway's carrier subsidiaries unless Leaseway took steps to obtain the appropriate Illinois approval.*fn1 See Joint App. at 43-44.
Leaseway then brought suit asking for a declaratory judgment that the Illinois Commerce Commission "is preempted from exercising any regulatory jurisdiction over any . . . acquisition of control" by Leaseway when that acquisition has been approved or exempted by the ICC. Complaint para. 19.*fn2 Leaseway also asked that the court issue a permanent injunction enjoining the Illinois Commerce Commission from taking the actions it threatened against Leaseway. The parties filed cross motions for summary judgment. The district court has now granted Leaseway the relief it seeks, and the Illinois Commerce Commission appeals.
The language of section 11341(a) is abundantly clear. It states in unequivocal terms that "[the] authority of the Interstate Commerce Commission under this subchapter is exclusive" and that carriers exempted by the ICC may carry out the acquisition transaction "without the approval of a State authority."*fn3 Faced with this very clear statutory mandate, the Illinois Commerce Commission musters two feeble arguments. First, the state agency points to 49 U.S.C. section 10521(b), which provides:
(b) This subtitle does not --
(1) except as provided in sections 10922(c)(2), and 10935, and 11501(e) of this title, affect the power of a State to regulate intrastate transportation provided by a motor carrier;
(2) except as provided in sections 10922(c)(2) and 11501(e), authorize the Commission to prescribe or regulate a rate for intrastate transportation provided by a motor carrier;
(3) except as provided in 10922(c)(2) of this title, allow a motor carrier to provide intrastate transportation on the highways of a State; or
(4) except as provided in section 11503a and section 11504(b) of this title, affect the taxation power of a ...