Hernandez v. Sonoma-Marin Area Rail Transit District (SMART)

1

2

3

4 UNITED STATES DISTRICT COURT

5 NORTHERN DISTRICT OF CALIFORNIA

6

7 FILEMON HERNANDEZ, et al., Case No. 21-cv-01782-DMR

8 Plaintiffs,

ORDER ON MOTION TO DISMISS

9 v. SECOND AMENDED COMPLAINT

10 SONOMA-MARIN AREA RAIL TRANSIT Re: Dkt. No. 44

DISTRICT (SMART),

11

Defendant.

12

13 Defendant Sonoma-Marin Area Rail Transit District (“SMART”) moves pursuant to

14 Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6) to dismiss Plaintiffs’ second amended

15 complaint (“SAC”). [Docket No. 44.] The court ordered supplemental briefing on the issue of

16 subject matter jurisdiction, which the parties timely filed. [Docket Nos. 53-55.] This matter is

17 suitable for resolution without a hearing. Civ. L.R. 7-1(b). For the following reasons, the motion

18 is granted.

19 I. BACKGROUND

20 A. Factual Allegations

21 This case is about SMART’s construction and operation of a bike and pedestrian pathway

22 on land adjacent to the railway it operates on an existing railroad. [Docket No. 41 (SAC) ¶ 4.]

23 The State of California formed SMART as a “special purpose district” in 2002 to oversee the

24 development and operation of passenger and rail service and “limited freight operations” in

25 Sonoma and Marin Counties. Id. at ¶¶ 146, 152, 154. SMART began operating 43 miles of

26 passenger rail service in 2017 and “planning and constructing multiple miles of adjacent bike and

27 pedestrian pathways along the rails and ties and on top of the right-of-way” adjacent to the

1 Plaintiffs are a group of 138 individuals and entities located in Sonoma and Marin

2 Counties that collectively own fee title in 167 parcels of land adjacent to and underlying the

3 railroad’s right-of-way. SAC ¶¶ 8-145, 161. Plaintiffs allege that SMART possesses only “an

4 easement over and through the Plaintiffs’ land” and that it “has improperly and illegally invaded,

5 taken, and burdened Plaintiffs’ fee ownership in their land associated with the right-of-way” by

6 constructing and operating the “hiking and biking trail” on Plaintiffs’ land within the right-of-way.

7 Id. at ¶¶ 4, 157. Plaintiffs allege that SMART “had no legal rights whatsoever to occupy the right-

8 of-way” to construct the trail and that “an easement for a hiking and biking trail is beyond the

9 scope of an easement for railroad purposes.” Id. at ¶¶ 155, 158. SMART has already constructed

10 the trail in portions of the right-of-way and has begun planning construction of other portions. Id.

11 at ¶ 153. Plaintiffs further allege that SMART has constructed the trail “without notice or

12 compensation to Plaintiffs.” Id. at ¶ 159.

13 Although the FAC does not clearly categorize the 138 Plaintiffs, it pleads identical sets of

14 allegations for three distinct groups. Group A consists of 30 individuals and/or entities that allege

15 that they own land in Sonoma County or Marin County “which is adjoining and underlying . . .

16 SMART’s hiking and biking pathway which has been constructed on the railroad’s easement and

17 the Plaintiffs’ fee ownership of the right-of-way.” SAC ¶¶ 8-15, 35-37, 44, 46, 56-58, 64-66, 68,

18 75, 86, 87, 95, 97, 107, 108, 131, 132, 136, 145 (emphasis added); Ex. A. Group B consists of 51

19 individuals and/or entities that allege that they own land “adjoining and underlying the right-of-

20 way operated by SMART at a location where SMART has indicated that a hiking and biking path

21 will be constructed in the future on the railroad’s easement and Plaintiffs’ fee ownership of the

22 right-of-way.” SAC ¶¶ 16-23, 40, 41, 43, 45, 48, 51-53, 55, 67, 72, 74, 78, 83, 85, 88, 93, 94, 98,

23 103, 105, 109, 110, 112, 113, 114, 116-120, 122-125, 127, 133, 137, 138, 140, 143, 144 (emphasis

24 added); Ex. B. Group C, made up of the remaining 57 individuals and/or entities, allege that they

25 own land “which is adjoining and underlying the right-of-way.” They further allege that “[s]ince

26 the railroad, and ultimately SMART, only acquired an easement limited to railroad purposes, [they

27 are] entitled to a determination that [they] hold fee simple title within the right-of-way.” SAC ¶¶

1 115, 121, 126, 128-130, 134, 135, 139, 141, 142.

2 The SAC alleges the following claims: 1) quiet title pursuant to California Code of Civil

3 Procedure section 760.010 et seq. on behalf of all three Plaintiff groups; 2) violation of 42 U.S.C.

4 § 1983 and the Fifth Amendment’s Takings Clause on behalf of the Group A Plaintiffs; 3) inverse

5 condemnation on behalf of the Group A Plaintiffs; 4) inverse condemnation (de facto taking) on

6 behalf of the Group B Plaintiffs; and 5) declaratory judgment pursuant to California Code of Civil

7 Procedure section 1060 on behalf of the Group B Plaintiffs.

8 B. Procedural History

9 Plaintiffs filed their complaint on March 15, 2021. The parties stipulated to stay the

10 litigation until June 30, 2021 and to extend SMART’s deadline to file a responsive pleading until

11 July 30, 2021. [Docket No. 21.] Plaintiffs filed a first amended complaint (“FAC”) on July 12,

12 2021. [Docket No. 24.] After SMART moved to dismiss the FAC, the parties filed a stipulation

13 to dismiss certain portions of the FAC and agreed to a schedule for any second amended

14 complaint and corresponding motion to dismiss. [Docket Nos. 32, 37.] The court granted the

15 parties’ stipulation and denied the motion to dismiss the FAC as moot. [Docket No. 38.]

16 Plaintiffs filed the SAC on October 25, 2021

17 SMART now moves pursuant to Rule 12(b)(1) to dismiss certain claims for lack of subject

18 matter jurisdiction based on ripeness, namely, Groups B and C’s quiet title claim and Group B’s

19 claims for inverse condemnation and declaratory judgment. It also moves pursuant to Rule

20 12(b)(6) to dismiss the quiet title claim brought by all Plaintiffs and Group B’s claim for inverse

21 condemnation.1 SMART does not challenge Group A’s Fifth Amendment and inverse

22 condemnation claims. See Reply 7 n.1.

23 Following the completion of the briefing on the motion to dismiss, the court ordered the

24 parties to submit supplemental briefing on the issue of ripeness as to the quiet title, inverse

25 condemnation and declaratory judgment claims, as ripeness pertains to a federal court’s subject

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1 It is not clear whether SMART moves under 12(b)(6) to challenge Group B’s fifth claim for

1 matter jurisdiction, Chandler v. State Farm Mut. Auto. Ins. Co., 598 F.3d 1115, 1122 (9th Cir.

2 2010), and the parties did not brief the issue with respect to federal law. [Docket No. 53.] The

3 parties timely filed the requested briefing. [Docket No. 54 (Def.’s Supp. Br.), 55 (Pls.’ Supp.

4 Br.).]

5 II. LEGAL STANDARDS

6 A. Rule 12(b)(1)

7 A motion to dismiss filed pursuant to Rule 12(b)(1) is a challenge to the court’s subject

8 matter jurisdiction. See Fed. R. Civ. P. 12(b)(1). A court will dismiss a party’s claim for lack of

9 subject matter jurisdiction “only when the claim is so insubstantial, implausible, foreclosed by

10 prior decisions of th[e Supreme] Court, or otherwise completely devoid of merit as not to involve

11 a federal controversy.” Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83, 89 (1998) (citation

12 and quotation marks omitted); see Fed. R. Civ. P. 12(b)(1). The challenging party may make a

13 facial or factual attack challenging subject matter jurisdiction. White v. Lee, 227 F.3d 1214, 1242

14 (9th Cir. 2000). A facial challenge asserts that “the allegations contained in a complaint are

15 insufficient on their face to invoke federal jurisdiction.” Safe Air for Everyone v. Meyer, 373 F.3d

16 1035, 1039 (9th Cir. 2004). In contrast, a factual attack disputes “the truth of the allegations that,

17 by themselves, would otherwise invoke federal jurisdiction.” Id. at 1039. A factual challenge

18 permits the court to look beyond the complaint, without “presum[ing] the truthfulness of the

19 plaintiff’s allegations.” White, 227 F.3d at 1242 (citation omitted). Even the presence of disputed

20 material facts “will not preclude the trial court from evaluating for itself the merits of

21 jurisdictional claims.” Roberts v. Corrothers, 812 F.2d 1173, 1177 (9th Cir. 1987) (citations

22 omitted).

23 B. Rule 12(b)(6)

24 A motion to dismiss under Rule 12(b)(6) tests the legal sufficiency of the claims alleged in

25 the complaint. See Parks Sch. of Bus., Inc. v. Symington, 51 F.3d 1480, 1484 (9th Cir. 1995).

26 When reviewing a motion to dismiss for failure to state a claim, the court must “accept as true all

27 of the factual allegations contained in the complaint,” Erickson, 551 U.S. at 94 (citation omitted),

1 “sufficient factual matter to state a facially plausible claim to relief.” Shroyer v. New Cingular

2 Wireless Servs., Inc., 622 F.3d 1035, 1041 (9th Cir. 2010) (citing Ashcroft v. Iqbal, 556 U.S. 662,

3 677-78 (2009); Navarro v. Block, 250 F.3d 729, 732 (9th Cir. 2001)) (quotation marks omitted).

4 A claim has facial plausibility when a plaintiff “pleads factual content that allows the court to

5 draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556

6 U.S. at 678 (citation omitted). In other words, the facts alleged must demonstrate “more than

7 labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.”

8 Bell Atl. Corp. v. Twombly, 550 U.S. 554, 555 (2007) (citing Papasan v. Allain, 478 U.S. 265, 286

9 (1986)); see Lee v. City of L.A., 250 F.3d 668, 679 (9th Cir. 2001), overruled on other grounds by

10 Galbraith v. Cty. of Santa Clara, 307 F.3d 1119 (9th Cir. 2002).

11 As a general rule, a court may not consider “any material beyond the pleadings” when

12 ruling on a Rule 12(b)(6) motion. Lee, 250 F.3d at 688 (citation and quotation marks omitted).

13 However, “a court may take judicial notice of ‘matters of public record,’” id. at 689 (citing Mack

14 v. S. Bay Beer Distrib., 798 F.2d 1279, 1282 (9th Cir. 1986)), and may also consider “documents

15 whose contents are alleged in a complaint and whose authenticity no party questions, but which

16 are not physically attached to the pleading,” without converting a motion to dismiss under Rule

17 12(b)(6) into a motion for summary judgment. Branch v. Tunnell, 14 F.3d 449, 454 (9th Cir.

18 1994), overruled on other grounds by Galbraith, 307 F.3d at 1125-26. The court need not accept

19 as true allegations that contradict facts which may be judicially noticed. See Mullis v. U.S. Bankr.

20 Court, 828 F.2d 1385, 1388 (9th Cir. 1987).

21 III. DISCUSSION

22 A. Subject Matter Jurisdiction

23 SMART moves to dismiss the claims brought by Groups B and C for quiet title, inverse

24 condemnation, and declaratory judgment for lack of subject matter jurisdiction on the ground that

25 they are not ripe. See Mot. 6, 14; Def.’s Supp. Br. 5.

26 1. Article III Standing and Ripeness

27 Federal courts are courts of limited jurisdiction. Under Article III of the United States

1 of Medford, 564 F.3d 1093, 1095 (9th Cir. 2009). Article III standing “is a necessary component

2 of subject matter jurisdiction.” In re Palmdale Hills Prop., LLC, 654 F.3d 868, 873 (9th Cir.

3 2011). Article III standing requires three elements: “[t]he plaintiff must have (1) suffered an

4 injury in fact, (2) that is fairly traceable to the challenged conduct of the defendant, and (3) that is

5 likely to be redressed by a favorable judicial decision.” Spokeo, Inc. v. Robins, 578 U.S. 330, 338

6 (2016) (citing Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61 (1992)). “To establish injury

7 in fact, a plaintiff must show that he or she suffered ‘an invasion of a legally protected interest’

8 that is ‘concrete and particularized’ and ‘actual or imminent, not conjectural or hypothetical.’”

9 Spokeo, 578 U.S. at 339 (citing Lujan, 504 U.S. at 560). While a concrete injury need not be

10 tangible, “it must actually exist”; that is, it must be “real, and not abstract.” Id. at 340 (quotation

11 marks and citation omitted). “No concrete harm, no standing.” TransUnion LLC v. Ramirez, 141

12 S. Ct. 2190, 2200 (2021).

13 “While standing is primarily concerned with who is a proper party to litigate a particular

14 matter, ripeness addresses when litigation may occur.” Bova, 564 F.3d at 1096 (citation omitted;

15 emphasis in original). “The ‘central concern [of the ripeness inquiry] is whether the case involves

16 uncertain or contingent future events that may not occur as anticipated, or indeed may not occur at

17 all.’” Chandler, 598 F.3d at 1122-23 (quoting Richardson v. City and County of Honolulu, 124

18 F.3d 1150, 1160 (9th Cir. 1997)). “[R]ipeness is a means by which federal courts may dispose of

19 matters that are premature for review because the plaintiff’s purported injury is too speculative and

20 may never occur.” Chandler, 598 F.3d at 1122. “The basic rationale of the ripeness doctrine is to

21 prevent courts, through avoidance of premature adjudication, from entangling themselves in

22 abstract disagreements.” Scott v. Pasadena Unified Sch. Dist., 306 F.3d 646, 662 (9th Cir. 2002)

23 (citing Abbott Labs. v. Gardner, 387 U.S. 136, 148 (1967) (internal quotation marks omitted)).

24 The Ninth Circuit has explained that “[a] proper ripeness inquiry contains a constitutional

25 and a prudential component.” Bishop Paiute Tribe v. Inyo Cty., 863 F.3d 1144, 1153 (9th Cir.

26 2017). “[T]he constitutional component of ripeness is synonymous with the injury-in-fact prong

27 of the standing inquiry.” Twitter, Inc. v. Paxton, 26 F.4th 1119, 1123 (9th Cir. 2022) (quoting

1 “The question is thus whether the issues presented are definite and concrete, not hypothetical or

2 abstract.” Twitter, 26 F.4th at 1123 (quotation marks and citation omitted). A court’s evaluation

3 of the prudential aspect of ripeness is guided by “the fitness of the issues for judicial decision and

4 the hardship to the parties of withholding court consideration.” Id. at 1154 (quotation marks and

5 citation omitted).

6 As standing and ripeness pertain to a federal court’s subject matter jurisdiction, they are

7 properly raised in a Rule 12(b)(1) motion to dismiss. Chandler, 598 F.3d at 1122. Plaintiffs bear

8 the burden of establishing standing and ripeness with respect to each of their claims. Lujan, 504

9 U.S. at 561; Safer Chemicals, Healthy Fams. v. U.S. Env’t Prot. Agency, 943 F.3d 397, 412 (9th

10 Cir. 2019).

11 2. Group C’s Quiet Title Claim

12 The Group C Plaintiffs allege that they own land “which is adjoining and underlying the

13 right-of-way,” and that “[s]ince the railroad, and ultimately SMART, only acquired an easement

14 limited to railroad purposes, [they are] entitled to a determination that [they] hold fee simple title

15 within the right-of-way.” See, e.g., SAC ¶ 24. Their sole claim for relief is for quiet title under

16 state law.

17 SMART argues that Group C’s quiet title claim is not ripe because the SAC does not

18 allege that its activities have encroached on their rights at all, and there is no “present and concrete

19 injury” sufficient to satisfy the injury in fact requirement of Article III. Def.’s Supp. Br. 6; see

20 Twitter, 26 F.4th at 1123 (“noting that “the constitutional component of ripeness is synonymous

21 with the injury-in-fact prong of the standing inquiry” (quotation marks and citation omitted).

22 SMART also argues that the prudential component of the ripeness inquiry favors dismissal

23 because the Group C Plaintiffs’ “alleged title in the properties will not be harmed or derogated by

24 a lack of judicial intervention at this time.” Def.’s Supp. Br. 6.

25 In TransUnion, the Supreme Court examined “[w]hat makes a harm concrete for purposes

26 of Article III.” 141 S. Ct. at 2204. In order to determine whether a harm is sufficiently concrete to

27 confer Article III standing, the Court instructed trial courts to “assess whether the alleged injury to

1 a lawsuit in American courts,” and “ask[ ] whether plaintiffs have identified a close historical or

2 common-law analogue for their asserted injury.” Id. Noting that “traditional tangible harms, such

3 as physical harms and monetary harms” “readily qualify as concrete injuries under Article III,” the

4 Court observed that “intangible harms can also be concrete,” including “reputational harms,

5 disclosure of private information, and intrusion upon seclusion.” Id. (citations omitted). Further,

6 while holding that “Congress’s views may be ‘instructive’” in determining whether a harm is

7 sufficiently concrete, the Court explained that “Congress’s creation of a statutory prohibition or

8 obligation and a cause of action does not relieve courts of their responsibility to independently

9 decide whether a plaintiff has suffered a concrete harm under Article III . . .” Id. at 2204-05.

10 TransUnion also noted that “a person exposed to a risk of future harm may pursue

11 forward-looking, injunctive relief to prevent the harm from occurring,” Id. at 2210 (citing Clapper

12 v. Amnesty Int’l, 568 U.S. 398, 414 n.5 (2013), but “allegations of possible future injury” or an

13 “objectively reasonable likelihood” of future injury are insufficient to confer standing for

14 injunctive relief. Clapper, 568 U.S. at 409-10 (emphasis in original). Instead, a “threatened injury

15 must be certainly impending to constitute injury in fact.” Id. at 409, 414 n.5 (emphasis in original)

16 (cleaned up).

17 Here, the Group C Plaintiffs bring a quiet title claim under California’s Quiet Title Act,

18 California Code of Civil Procedure section 760.010 et seq., which permits an action “to establish

19 title against adverse claims to real or personal property or any interest therein.” Cal. Civ. Proc.

20 Code § 760.020(a). The Quiet Title Act “creates a special procedural mechanism for seeking and

21 obtaining in rem judgments resolving adverse claims to property that would be binding even to

22 nonparties and hence be ‘good against all the world.’” Tsasu LLC v. U.S. Bank Tr., N.A., 62 Cal.

23 App. 5th 704, 715 (2021) (citations omitted). As stated in TransUnion, the fact that the California

24 Legislature created a statutory right to sue for quiet title relief is insufficient to establish an injury

25 in fact. 141 S. Ct. at 2204-05. The determinative question is whether the Group C Plaintiffs have

26 suffered a concrete harm due to SMART’s construction and operation of the pathway or plans for

27 the same. The SAC alleges no such harm. In contrast to the Group A and Group B Plaintiffs, the

1 that it has plans to do so in the future. They allege simply that they “are entitled to a

2 determination that [they] hold fee simple title within the right-of-way.” See, e.g., SAC ¶ 24.

3 In their supplemental brief, Plaintiffs contend that in actions for quiet title, “the title

4 dispute is the central, and only, issue.” They argue that “[t]he ‘present conflict and concrete

5 injury’ is Plaintiffs’ claim to fee title of the corridor as against SMART, plus SMART’s cloud on

6 Plaintiffs’ title, and nothing more is needed to satisfy the constitutional aspect of ripeness.” Pls.’

7 Supp. Br. 2-3 (emphasis in original). Notably, the Group C Plaintiffs do not allege that SMART’s

8 actions have resulted in a cloud on title or that they are at risk of such harm, nor do they identify

9 any actual injury that they have suffered as a result of SMART’s actions. Instead, they contend

10 that they need not allege anything more than an “adverse claim to title” to plead an injury in fact:

11 “[i]n SMART’s view, not only does a plaintiff need to assert an adverse claim to title, but also,

12 they need to allege an accompanying injury. That is demonstrably false and cannot be the result.”

13 Id. at 3. This argument is entirely unsupported; the Group C Plaintiffs offer no authority to

14 support the legal position that they need not allege an “injury” to establish Article III standing.

15 Their argument is squarely foreclosed by the requirement that plaintiffs in federal court must

16 “demonstrate a concrete and particularized injury caused by the defendant and redressable by the

17 court . . .” TransUnion, 141 S. Ct. at 2203.2

18 As the Group C Plaintiffs “do[ ] not claim to have suffered an injury that [SMART] caused

19 and the court can remedy, there is no case or controversy for the federal court to resolve.” See

20 TransUnion, 141 S. Ct. at 2203 (quoting Casillas v. Madison Avenue Assocs., Inc., 926 F.3d 329,

21 333 (7th Cir. 2019)).3 Accordingly, the Group C Plaintiffs’ quiet title claim is not ripe and must

22 be dismissed for lack of subject matter jurisdiction.

23

2 Plaintiffs also argue that “SMART’s argument taken to its logical conclusion would essentially

24

erase quiet title actions from California jurisprudence.” Pls.’ Supp. Br. 3. This argument ignores

the axiom that “federal courts are courts of limited jurisdiction,” while “[s]tate courts are not

25

bound by the constraints of Article III.” Polo v. Innoventions Int’l, LLC, 833 F.3d 1193, 1195-96

(9th Cir. 2016) (citing ASARCO Inc. v. Kadish, 490 U.S. 605, 617 (1989)). The Group C Plaintiffs

26

remain free to pursue their quiet title action in state court. See Cal. Civ. Proc. Code § 760.040(a)

(“The superior court has jurisdiction of actions under this chapter.”).

27

3. Group B’s Claims for Quiet Title, Inverse Condemnation and

1 Declaratory Judgment

2 The Plaintiffs in Group B allege that they own land “adjoining and underlying the right-of-

3 way operated by SMART at a location where SMART has indicated that a hiking and biking path

4 will be constructed in the future on the railroad’s easement and Plaintiffs’ fee ownership of the

5 right-of-way.” See, e.g., SAC ¶ 16 (emphasis added). They bring claims for quiet title, inverse

6 condemnation (de facto taking), and declaratory judgment.

7 The Group B Plaintiffs bring their quiet title claim pursuant to California’s Quiet Title Act;

8 they seek a determination that they own fee simple title to the parcels at issue. SAC ¶ 169. They

9 seek similar relief in their claim for declaratory judgment under California Code of Civil

10 Procedure section 1060, which states in relevant part that “[a]ny person interested under a written

11 instrument . . . who desires a declaration of his or her rights or duties with respect to another, or in

12 respect to, in, over or upon property . . . may, in cases of actual controversy relating to the legal

13 rights and duties of the respective parties, bring an original action or cross-complaint in the

14 superior court for a declaration of his or her rights and duties in the premises . . . .” Under this

15 claim, the Group B Plaintiffs “desire a declaration of rights with respect to their fee ownership of

16 the Property and a declaration that SMART’s construction of a hiking and biking trail on the

17 Property without Plaintiffs’ express authorization would amount to an unconstitutional taking of

18 property . . .” SAC ¶ 210.

19 Their claim for inverse condemnation (de facto taking) is based on the allegations that

20 “SMART has been authorized to and has implemented plans to construct future hiking and biking

21 trails on certain Plaintiffs’ Property,” and that “SMART’s conduct in designating [the Group B]

22 Plaintiffs’ property rights as reserved for SMART’s own purposes for the future construction and

23 operation of a hiking and biking trail amounts to physical invasion and direct legal restraint of [the

24 Group B] Plaintiffs’ property interest in their fee ownership” of the parcels. SAC ¶¶ 165, 199.

25 SMART argues that the Group B Plaintiffs cannot demonstrate the constitutional aspect of

26 ripeness as to all three of their claims because they have not alleged a concrete injury with respect

27 to any of them. According to SMART, “there is no present use by SMART” of the Group B

1 contends that none of the Plaintiffs in this group allege that they have lost any property rights as a

2 result of SMART’s actions and that their claims are each “entirely reliant on what . . . SMART

3 may do in the future, at some unknown time.” Id. at 8.

4 In response, Plaintiffs argue that “SMART has already taken Plaintiffs’ property” based

5 on the fact that “SMART openly and consistently states it believes it holds fee simple title to the

6 disputed property, along with all necessary rights to construct a public recreational hiking and

7 biking trail.” Pl.’s Supp. Br. 3-4 (emphasis in original). They argue that “SMART’s designation

8 of the corridor for trail use amounts to an unconstitutional taking,” and that “the sum total of

9 SMART’s actions conclusively suggest SMART views Plaintiffs’ property rights as already

10 taken,” which “is the injury-in-fact.” Id. at 4. With respect to the claim for declaratory judgment,

11 Plaintiffs argue that they “seek only a declaration of the parties’ rights, which is clearly an injury-

12 in-fact under California law.” Id. (citing Tashakori v. Lakis, 196 Cal. App. 4th 1003 (2011)).

13 Plaintiffs offer no authority to support their argument that the Group B Plaintiffs have

14 suffered an injury in fact sufficient to establish ripeness. Plaintiffs must “demonstrate a concrete

15 and particularized injury caused by the defendant and redressable by the court,” TransUnion, 141

16 S. Ct. at 2203, but they make no effort to explain how SMART’s “indication that a hiking and

17 biking path will be constructed in the future on the railroad’s easement and [the Group B]

18 Plaintiffs’ fee ownership of the right-of-way” has harmed them. See, e.g., SAC ¶ 16.

19 To be sure, a threatened injury may constitute an injury in fact, but the Supreme Court has

20 instructed that “allegations of possible future injury” or even an “objectively reasonable

21 likelihood” of future injury are insufficient to confer standing. See Clapper, 568 U.S. at 409-10

22 (emphasis in original) (rejecting “the Second Circuit’s ‘objectively reasonable likelihood’

23 standard” as inconsistent with Supreme Court precedent). Instead, “[a] plaintiff threatened with

24 future injury has standing to sue ‘if the threatened injury is certainly impending, or there is a

25 substantial risk the harm will occur.’” In re Zappos.com, Inc., 888 F.3d 1020, 1024 (9th Cir.

26 2018) (quotation marks omitted) (quoting Susan B. Anthony List v. Driehaus, 573 U.S. 149, 158

27 (2014) (quoting Clapper, 568 U.S. at 409, 414 n.5)). SMART has not constructed any portion of

1 has been authorized to and has implemented plans to construct future hiking and biking trails” on

2 their property. See SAC ¶ 165. In other words, Plaintiffs allege that SMART has included

3 Plaintiffs’ property in its planned trail area. However, the SAC alleges no specific facts about

4 SMART’s alleged intention or the plans that have allegedly been “implemented,” including when

5 any future construction will take place. It also does not allege that SMART has taken any actions

6 pursuant to its alleged plans. While the Supreme Court’s standard for standing based on future

7 injury does not require “literal certainty” that a harm will occur, see Munns v. Kerry, 782 F.3d

8 402, 409 (9th Cir. 2015), the SAC does not allege any facts suggesting that SMART’s

9 construction of the pathway on the Group B Plaintiffs’ property is “certainly impending” or that

10 there is a “substantial risk” that the harm will occur. See TransUnion, 141 S. Ct. at 2210 (“a

11 person exposed to a risk of future harm may pursue forward-looking, injunctive relief to prevent

12 the harm from occurring, at least so long as the risk of harm is sufficiently imminent and

13 substantial.” (citing Clapper, 568 U.S. at 414 n.5).

14 In the absence of a concrete harm that the Group B Plaintiffs have suffered or a threatened

15 harm that is certainly impending, the Group B Plaintiffs have not satisfied the requirements of

16 Article III standing. Accordingly, the Group B Plaintiffs’ claims are dismissed for lack of subject

17 matter jurisdiction. Group B Plaintiffs’ claims one, four, and five (quiet title, inverse

18 condemnation (de facto taking), and declaratory judgment) are dismissed with leave to amend to

19 allege facts supporting ripeness of the claims under federal law.4

20 B. Sufficiency of Pleading of the Quiet Title Claim

21 SMART argues that Plaintiffs fail to state a claim for quiet title because when a

22 landowner’s property is subject to a public use, “the landowner is not entitled to quiet title or to

23 injunctive relief; rather, his remedy is by way of damages in the nature of inverse condemnation.”

24 Mot. 15 (quoting Kachadoorian v. Calwa Cty. Water Dist., 96 Cal. App. 3d 741, 747, 750 (1979)

25 (holding that due to the “public use and necessity of maintaining [a] pipeline in its present

26

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4 In light of the court’s conclusion that the Group B Plaintiffs’ claims are not ripe as currently

1 location” on plaintiff’s property, plaintiff was “not entitled to quiet title or to injunctive relief but

2 is relegated to an action for damages for the taking of his property”). Accordingly, it argues,

3 Plaintiffs’ only remedy for SMART’s construction of the trail on their property is damages. Id. at

4 16.

5 Plaintiffs do not dispute that damages are the only remedy for the taking of property by a

6 public entity for a public use. Instead they argue that SMART “inappropriately” assumes that the

7 trail is for a “public purpose” and that the taking is “necessary” to achieve that purpose, and that

8 these are factual disputes for the trier of fact. Opp’n 5; see Slemons v. S. California Edison Co.,

9 252 Cal. App. 2d 1022, 1027 (1967) (“[t]he exercise of the power of eminent domain for [a public

10 purpose] is conditioned upon the necessity of the taking.”). The problem with this argument is

11 that the SAC expressly alleges that “[t]he taking of Plaintiffs’ property rights is for a public

12 purpose as authorized by the California Legislature, which is the necessary governmental act . . .”

13 SAC ¶¶ 189, 200 (emphasis added). Plaintiffs do not address this allegation, which appears to be

14 an admission that the “public use” requirement is satisfied. See, e.g., Burgoon v. Narconon of N.

15 California, 125 F. Supp. 3d 974, 984 (N.D. Cal. 2015) (holding that opposing party could argue

16 that allegations in prior pleading were “prior judicial admission[s]” with “evidentiary force”);

17 Jackson v. Loews Hotels, Inc., No. EDCV18827DMGJCX, 2019 WL 6721637, at *3 (C.D. Cal.

18 July 24, 2019) (treating allegations in earlier pleading as “judicial admissions”). As to the

19 necessity of the taking, the SAC contains no allegation that the alleged taking of Plaintiffs’

20 property was not necessary to achieve the public purpose of providing bike and pedestrian

21 pathways adjacent to the railroad. Accordingly, as the SAC fails to allege that SMART effected a

22 taking of Plaintiffs’ property that was not for a public purpose and was not necessary to achieve a

23 public purpose, it fails to state a claim for quiet title.

24 The court does not understand Plaintiffs’ argument that “questions of public use and

25 necessity are factual issues” and thus “not issues ripe for determination on the pleadings,” Opp’n

26 5, in light of the SAC’s acknowledgement that the California Legislature “authorized” “[t]he

27 taking of Plaintiffs’ property rights . . . for a public purpose,” e.g., to build the trail. However, to

1 “authorization” of the taking of private property for public use, the court dismisses the quiet title

2 || claim brought by the Group A and B Plaintiffs with leave to amend to allege facts supporting such

3 a position and addressing the foregoing deficiencies.

4 || IV. | CONCLUSION

5 For the foregoing reasons, SMART’s motion to dismiss the SAC is granted. Group C’s

6 || quiet title claim is dismissed without prejudice to re-filing in state court. Group B’s claims one,

7 four, and five are dismissed for lack of subject matter jurisdiction with leave to amend. The quiet

8 title claim is dismissed under Rule 12(b)(6) with respect to Groups A and B with leave to amend.

9 || Any third amended complaint must be filed within 14 days of the date of this order.

10 The court will hold an initial case management conference on November 2, 2022 at 1:30

11 p.m. by Zoom webinar. A joint case management statement is due by October 26, 2022.

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14 Dated: August 12, 2022 i RDERED >

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