East Gate-Logistics Park Chicago, LLC v. CenterPoint Properties Trust

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

East Gate-Logistics Park Chicago, LLC;

and NorthPoint Development, LLC,

Plaintiffs,

v. Case No. 24 C 3742

CenterPoint Properties Trust; CenterPoint Hon. LaShonda A. Hunt

Joliet Terminal Railroad, LLC; and

Houbolt Road Extension JV, LLC,

Defendants.

MEMORANDUM OPINION AND ORDER

Plaintiffs East Gate-Logistics Park Chicago, LLC (“East Gate”) and NorthPoint

Development, LLC (“NorthPoint”) bring this antitrust action against Defendants CenterPoint

Properties Trust (“CPT”), CenterPoint Joliet Terminal Railroad, LLC (“CJTR”), together with

CPT, “CenterPoint”), and Houbolt Road Extension JV, LLC (“HRE”) based on the theory that

Defendants have monopolized and blocked competitors from the commercial warehouse market

near two large railroad terminals. Currently before the Court are Defendants’ motions to dismiss

for lack of jurisdiction and, in the alternative, to stay and/or to dismiss for failure to state a claim

upon which relief can be granted. The Court previously stayed consideration of Plaintiffs’ motions

for preliminary injunction and expedited discovery pending a ruling on Defendants’ motions. For

the reasons discussed below, the Court denies Defendants’ motion to dismiss for lack of

jurisdiction (Dkt. 61) and grants their motion for a stay (Dkt. 48). Consequently, Plaintiffs’

motions for a preliminary injunction (Dkt. 23) and expedited discovery (Dkt. 45) and Defendants’

motion to dismiss for failure to state a claim (Dkt. 50) are denied without prejudice.

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BACKGROUND

I. Joliet Intermodal Zone

Located approximately 40 miles south of Chicago, Elwood and Joliet, Illinois, are home to

the BNSF Logistics Park Chicago and the Union Pacific Intermodal Terminal, two of the largest

intermodal terminals in the United States (together with the surrounding area, the “Joliet

Intermodal Zone”). (Compl. ¶¶ 2, 30, Dkt. 1). Each year, the freight that passes through the Joliet

Intermodal Zone accounts for approximately 3-4% of gross domestic product. (Id. ¶ 2). An

“intermodal terminal” is a facility where freight is transferred from one mode of transportation to

another. (Id. ¶ 1). In this instance, freight arrives to the Joliet Intermodal Zone by rail and is

transferred to trucks. (Id. ¶ 2). During transfer, freight must often be stored, repackaged, broken

up, and/or combined with other goods in warehouses and distribution facilities. (Id. ¶ 1). Close

proximity to the BNSF and Union Pacific terminals significantly reduces the cost of transfer such

that nearby warehouse and distribution facilities can charge a premium for rent. (Id. ¶ 35).

II. Parties

In the early 2000’s, CenterPoint began purchasing land in the Joliet Intermodal Zoneto

develop warehouse and distribution space. (Id. ¶ 31). CenterPoint currently owns approximately

6,400 acres of land and 17 million square feet of warehouse space, comprising the CenterPoint

Intermodal Center – Joliet/Elwood. (Id. ¶¶ 3, 33). More than 50 tenants currently rent from

CenterPoint, including household names like Walmart, Samsung, Home Depot, and others. (Id.

¶¶ 31-32). Starting in 2013, NorthPoint (and later East Gate) began to plan a competing warehouse

development in the Joliet Intermodal Zone. (Id. ¶ 5). To that end, East Gate has purchased 3,200

acres of land and is currently developing three warehouses comprising about 3.4 million square

feet of space. (Id. ¶ 6).

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III. Memorandum of Understanding dated December 19, 2016

CenterPoint learned about East Gate’s plans in early 2016. (Id. ¶ 7). According to East

Gate, CenterPoint embarked on a plan to block East Gate’s entry to the market through an

agreement to build a toll bridge connecting the Joliet Intermodal Zone with the nearest interstate

highway. (Id. ¶ 8). Under the agreement, a Memorandum of Understanding dated December 19,

2016 (the “MOU”), CenterPoint, the City of Joliet, the Will County Department of Transportation,

and the Illinois Department of Transportation agreed that CenterPoint would finance the building

of the toll bridge. (Id.; see Compl. Ex. A (MOU)). CenterPoint subsequently assigned all of its

rights, obligations, interest and title in the MOU to HRE. (Id.) Central to this case, Section XII.B(3)

of the MOU provides as follows:

The CITY and COUNTY agree that they will take no steps or

actions to (1) eliminate [CenterPoint’s] authority to impose tolls

and place restrictions on North CenterPoint Way; (2) build new

roads adjacent to the [CenterPoint] Intermodal Center on which

trucks may travel or build new roads that enter or exit the

[CenterPoint] Intermodal Center on which trucks may travel; and

(3) eliminate trucking restrictions, weight limits, or other

similar regulations on roads that enter or exit the [CenterPoint]

Intermodal Center or on roads that are adjacent to the

[CenterPoint] Intermodal Center.

(MOU § XII.B(3) (emphasis added)). The term “adjacent to the [CenterPoint] Intermodal Center”

is a defined geographic area (the “Study Area”), which is set forth in a map attached to the MOU.

(See MOU § XII.D). The Study Area essentially covers the north half of the Joliet Intermodal

Zone, including the Union Pacific terminal, the CenterPoint Intermodal Center – Joliet, and East

Gate’s development. (See MOU Ex. A (Study Area) at 18, Dkt. 1-1).1

1 Unless otherwise noted, all page numbers in citations to documents filed on the docket are to page numbers

on the CM/ECF headers of the filings, not page numbers at the bottom of the page.

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IV. East-Gate’s Temporary Connection to Millsdale Road

As part of East Gate’s development plans, it obtained approval from the City of Joliet for

various zoning, subdivision, and land development changes. (Compl. ¶ 12). In 2021, the City of

Joliet agreed to allow East Gate to construct a temporary connection to Millsdale Road and permit

trucks to use a portion of the road on which truck traffic was previously prohibited due to weight

restrictions. (Id. ¶ 12, 59). The temporary connection would allow East Gate’s customers to travel

directly between their warehouses and the Joliet Intermodal Zone until a permanent overpass

bridge could be built. (Id. ¶ 63). Without the temporary connection, East Gate’s customers would

have no way to travel between East Gate’s facilities and the Joliet Intermodal Zone due to existing

weight restrictions on local roads.2 (Id. ¶ 43).

V. State Court Action

On May 9, 2022, HRE filed a lawsuit against the City of Joliet in the Circuit Court of Will

County, Illinois, Houbolt Road Extension JV, LLC v. City of Joliet, No. 22 MR 138 (Will Cnty.

Cir. Ct.) (the “State Court Action”), seeking to enforce the MOU through an injunction prohibiting

the City from temporarily allowing trucks to use Milldale Road. (Id. ¶ 13).3 HRE maintains that

the purpose of the suit is to avoid potential lost toll bridge revenue caused by the grant of a

temporary connection, while East Gate believes that HRE is attempting to block competitors from

the market. (Id. ¶¶ 10, 14).

2 At the August 30, 2024 hearing in this matter, East Gate’s counsel reported that one tenant currently has

limited permission to use an indirect route to access the Joliet Intermodal Zone from East Gate’s facilities.

3 The Verified Complaint in the State Court Action names HRE as Plaintiff, CenterPoint as “Interested

Parties/Plaintiffs,” the City of Joliet as Defendant, and East Gate and other parties as “Interested Parties.” Houbolt

Road Extension JV, LLC v. City of Joliet, No. 22 MR 138, Verified Complaint (Will Cnty. Cir. Ct. May 9, 2022).

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Although the state trial court initially dismissed the State Court Action, the state appellate

court reversed that ruling based on the conclusion that HRE had sufficiently pled a claim that the

City of Joliet violated MOU § XII.B(3) by taking steps or actions to allow East Gate to use a

temporary connection to allow trucks to access a portion of Millsdale Road. Houbolt Rd. Extension

JV, LLC v. City of Joliet, 2023 IL App (3d) 220433-U, ¶¶ 46-52, appeal denied, 223 N.E.3d 633

(Ill. 2023) (the “State Court Appeal”). On remand, the state trial court held a hearing and issued a

temporary restraining order dated March 19, 2024, enjoining the City of Joliet from permitting use

of the temporary connection to Millsdale Road (the “State Court TRO”). (Compl. ¶ 16). The parties

to the State Court Action are currently engaged in discovery, with a preliminary injunction hearing

set for March 17, 2025, followed by six weeks of post-hearing briefing. Houbolt Road Extension

JV, LLC v. City of Joliet, No. 22 MR 138, Order (Will Cnty. Cir. Ct. Aug. 5, 2024).

VI. Procedural History

On May 8, 2024, less than two months after entry of the State Court TRO, Plaintiffs filed

this action in Federal court seeking to invalidate MOU § XII.B(3) under antitrust law and to restore

truck access to Millsdale Road via the temporary connection, among other things. (See Compl. at

46-47). In July, Plaintiffs moved for entry of a preliminary injunction and expedited discovery.

(Dkts. 23 & 45, respectively). In response, Defendants filed motions to stay this case pending the

outcome of the State Court Action and for dismissal based on failure to state a claim or lack of

subject-matter jurisdiction. (Dkts. 48, 50, 61). Consideration of Plaintiffs’ preliminary injunction

and expedited discovery motions has been stayed pending resolution of Defendants’ motions. (Dkt.

58). The stay and dismissal motions were fully briefed as of August 29, 2024, and the parties

presented oral arguments on August 30, 2024. (Dkts. 87, 88). Following the hearing, the Court

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took the matters under advisement. (Dkt. 88). Having considered the briefs, arguments, and

relevant authority, the Court is ready to rule.

DISCUSSION

Defendants’ motions present three discrete issues. First, Defendants argue that the

Complaint should be dismissed for lack of subject-matter jurisdiction under the Rooker-Feldman

doctrine. Second, if the case is not dismissed for lack of jurisdiction, Defendants contend that it

should be stayed pending resolution of the State Court Action under the Colorado River doctrine.

Finally, if neither doctrine applies, Defendants challenge whether the Complaint states a claim

upon which relief can be granted under Rule 12(b)(6). “Because the Rooker-Feldman doctrine

operates as a ‘jurisdictional bar,’” the Court must consider that motion first. Gilbank v. Wood Cnty.

Dep’t of Hum. Servs., 111 F.4th 754, 764 (7th Cir. 2024) (quoting Andrade v. City of Hammond,

9 F.4th 947, 948 (7th Cir. 2021)).

I. Subject-Matter Jurisdiction

When ruling on a motion to dismiss for lack of jurisdiction, the Court must “accept all well-

pleaded factual allegations as true and draw all reasonable inferences in favor of the plaintiff.”

Sherwood v. Marchiori, 76 F.4th 688, 693 (7th Cir. 2023) (quoting Prairie Rivers Network v.

Dynegy Midwest Generation, LLC, 2 F.4th 1002, 1007 (7th Cir. 2021)). In addition, the Court may

consider “whatever evidence has been submitted on the issue to determine whether in fact subject

matter jurisdiction exists.” Capitol Leasing Co. v. F.D.I.C., 999 F.2d 188, 191 (7th Cir. 1993)

(quoting Grafon Corp. v. Hausermann, 602 F.2d 781, 783 (7th Cir. 1979)). Thus, the Court looks

to the allegations of the Complaint, as well as the affidavits submitted by the parties, in evaluating

whether jurisdiction exists.

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Sitting en banc, the Seventh Circuit recently issued a comprehensive opinion addressing

the “limited circumstances” in which the Rooker-Feldman doctrine applies and discussing the

elements that must be considered by a district court making that determination. See Gilbank, 111

F.4th at 764-766. Essentially, the doctrine applies “only in ‘cases brought by state-court losers

complaining of injuries caused by state-court judgments rendered before the district court

proceedings commenced and inviting district court review and rejection of those judgments.’” Id.

(quoting Exxon Mobil Corp. v. Saudi Basic Indus. Corp., 544 U.S. 280, 286 (2005)). In other

words, Rooker-Feldman has limited application and “must neither interfere with [a Federal court’s]

‘virtually unflagging obligation’ to exercise the jurisdiction that Congress has granted . . . nor

swallow up issues that are properly resolved under abstention or claim-and issue-preclusion

doctrines.” Gilbank, 111 F.4th at 765-766 (quoting Exxon Mobil, 544 U.S. at 283, 291; Huon v.

Johnson & Bell, Ltd., 657 F.3d 641, 645 (7th Cir. 2011); Colorado River Water Conservation Dist.

v. United States, 424 U.S. 800, 817 (1976)). Thus, “[i]f a federal plaintiff ‘present[s] some

independent claim, albeit one that denies a legal conclusion that a state court has reached in a case

to which he was a party . . . , then there is jurisdiction and state law determines whether the

defendant prevails under principles of preclusion.’” Exxon Mobil, 544 U.S. at 293 (quoting GASH

Assocs. v. Rosemont, 995 F.2d 726, 728 (7th Cir. 1993)).

With those guiding principles in mind, the Rooker-Feldman doctrine applies when five

elements are satisfied: (1) “the federal plaintiff must have been a state-court loser[;]” (2) “the state-

court judgment must have become final before the federal proceedings began[;]” (3) “the state-

court judgment must have caused the alleged injury underlying the federal claim[;]” (4) “the claim

must invite the federal district court to review and reject the state-court judgment[;]” and (5) the

plaintiff must have had “a reasonable opportunity to raise her federal issues in the state courts.”

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Id. at 766. Although the State Court TRO likely effectuated the alleged injury underlying

Plaintiffs’ claims (third element), the Complaint effectively invites the Court to review and reject

the State Court TRO (fourth element), and it is questionable whether Plaintiffs had a reasonable

opportunity to raise their Federal antitrust issues in the State Court Action (fifth element), the Court

is not satisfied Defendants have established that Plaintiffs lost in state court or that the State Court

TRO became final before this Federal action began.

With respect to the first element, the Supreme Court has “held Rooker-Feldman

inapplicable where the party against whom the doctrine is invoked was not a party to the underlying

state-court proceeding.” Lance v. Dennis, 546 U.S. 459, 464 (2006) (citing Johnson v. De Grandy,

512 U.S. 997, 1006 (1994)). In addition, because the doctrine is circumscribed and “not simply

preclusion by another name[,]” it “does not bar actions by nonparties to the earlier state-court

judgment simply because, for purposes of preclusion law, they could be considered in privity with

a party to the judgment.” Lance, 546 U.S. at 466. Considering the facts of this case, Illinois

procedure, and the overarching purpose of the Rooker-Feldman doctrine, the Court concludes that

East Gate’s limited involvement in the State Court Action does not make it a “party” for purposes

of the Rooker-Feldman doctrine.

In the State Court Action, HRE designated East Gate as an “Interested Party” only and did

not name NorthPoint at all. As a result, East Gate did not file an appearance, respond to the

complaint, brief the initial dismissal, subsequent appeal, or TRO proceedings, or appeal the TRO.4

Nor did East Gate file a petition to intervene or any other request aimed at inserting itself into the

4 Although it appears that East Gate may have been permitted to be more active in the State Court Action (as

Defendants here contend), the Court will not speculate as to the extent to which East Gate would have been allowed

to participate.

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case as a party. It appears that East Gate’s only activity in the State Court Action has been filing a

3-page motion to strike objecting to the use of discovery obtained in other litigation, (Dkt. 51-5),

the payment of some of the City of Joliet’s legal bills (Dkt. 64 at 15), and appearance at two

hearings in which they did not meaningfully participate, (Dkts. 72-1, 72-2). The scope of the State

Court TRO is limited to the contractual relationship between HRE and the City of Joliet and no

relief is entered against East Gate, although it appears undisputed that East Gate is in contractual

privity5 with the City of Joliet and its interests are affected by the TRO.

The Illinois Code of Civil Procedure includes a comprehensive set of rules governing

parties to a civil action in Illinois state court. See 735 ILCS 5/2-401-5/2-417. The relevant

provisions refer to the “party” commencing the action as the “plaintiff” and the “adverse party” as

the “defendant” and set forth the procedures governing joinder of parties, third-party proceedings,

and intervention, among other things. See id. The Code also contemplates the entry of declaratory

judgments “at the instance of anyone interested in the controversy” and declaration of “the rights

of the parties interested.” See 735 ILCS 5/2-701(a). Although Defendants suggest that the

references to interested parties in 735 ILCS 5/2-701(a) expand what a “party” is under Illinois law

to include “interested parties” for purposes of Rooker-Feldman, the Court reads the provision to

merely define who may bring a declaratory action and who a declaratory judgment may be entered

against. Of course, that reading of the text affects who should or may be a plaintiff, defendant, or

intervener in a declaratory action, but those determinations hinge on the facts of each particular

case and are not assumptions to be made in all actions for declaratory relief. Thus, a person may

be named as an “interested party” or have an interest in the controversy at the heart of a declaratory

5 The Court expresses no opinion as to the effect of such privity for purposes of preclusion.

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action, but not be a “party” to the case if they are not designated as such or if relief is not entered

against them. That appears to be East Gate’s role thus far in the State Court Action.

Here, East Gate’s limited involvement in the State Court Action and absence as a party

against whom any relief was entered by the TRO falls short of making it a party for purposes of

the Rooker-Feldman doctrine. The bottom line is that the State Court Action is a dispute between

two parties to a contract over the interpretation of a contract provision and the State Court TRO

enters relief as between those parties. If East Gate were a named defendant or the State Court TRO

entered relief against East Gate specifically, the result may be different, but being tangentially

affected by virtue of being in contractual privity with the City of Joliet is not enough. Accordingly,

the Court declines to expand the “limited circumstances” in which Rooker-Feldman applies to

include cases in which a Federal plaintiff merely has an interest in the outcome of state court

litigation but is not a party to the proceedings. Because East Gate is not a party to the State Court

Action for purposes of Rooker-Feldman, it is not a “state-court loser,” and the doctrine does not

apply.

The analysis could stop there, but the “final judgment” requirement of the Rooker-Feldman

doctrine provides an additional reason against its application. Two recent Seventh Circuit cases

are instructive in this regard. In Bauer v. Koester, the plaintiffs “argue[d] that Rooker-Feldman

applies only to final state-court judgments and thus does not apply to the state court’s foreclosure

judgment [against them], which was not a final appealable order under Illinois law.” 951 F.3d 863,

867 (7th Cir. 2020) (emphasis in original). The court first noted the general rule that “the Rooker-

Feldman doctrine ‘does not apply independently to interlocutory orders[,]’” id. (quoting Kowalski

v. Boliker, 893 F.3d 987, 995 (7th Cir. 2018)), but then acknowledged “interlocutory orders entered

prior to the final disposition of state court lawsuits are not immune from the jurisdiction-stripping

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powers of Rooker-Feldman[,]” id. (quoting Sykes v. Cook Cnty. Cir. Ct. Prob. Div., 837 F.3d 736,

742 (7th Cir. 2016) (emphasis added)). Because the plaintiffs had paid the monetary judgment and

a satisfaction of judgment had been filed in the foreclosure proceeding, the Seventh Circuit

concluded that the case was “effectively final” and there was a “judgment” against them under

Rooker-Feldman. Bauer, 951 F.3d at 867. More recently, in Bryant v. Chupack, at “the time [the]

federal suit began, the state judiciary had ruled that the banks were entitled to foreclose on both

parcels, but they had yet to be sold, and the court had not entered final judgments specifying who

owe[d] how much to whom.” 93 F.4th 1029, 1031 (7th Cir. 2024), reh’g denied, No. 22-3265,

2024 WL 1023769 (7th Cir. Mar. 8, 2024). Thus, when the plaintiffs commenced the Federal case,

they “had lost a battle in state court but had not yet lost the war.” Id. at 1032. But by the time the

case reached the Seventh Circuit, “the state litigation [was] over by any standard.” Id. at 1033. As

a result, the law of preclusion, not the Rooker-Feldman doctrine, applied to the suit. Id.

The takeaway from these cases is that the touchstone of finality for purposes of Rooker-

Feldman is not necessarily whether a particular order is appealable, as Defendants suggest, but

rather, if the state court “case . . . is effectively final[,]” Bauer, 951 F.3d at 867, “final in any

possible sense” or “over by any standard[,]” Bryant, 93 F.4th at 1032-33; cf. Hadzi-Tanovic v.

Johnson, 62 F.4th 394, 400 (7th Cir. 2023) (child custody order was “final” under Rooker-Feldman

despite the court’s “continuing management” of child custody issues because state law provided

that it superseded the prior judgment and was immediately appealable).

Having been commenced in May 2022, the State Court Action is already in its third year.

But the case is nowhere near final or over, with the State Court TRO having just been entered in

March 2024, the parties engaged in motion practice on the responsive pleadings, and ongoing

discovery in preparation for a March 2025 preliminary injunction hearing. Although it would be a

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stretch to say that Plaintiffs “lost the battle but not the war” when the State Court TRO was

entered—since Plaintiffs are not a party to the State Court Action—the saying still accurately

describes the posture of the State Court Action when this Federal suit was filed. To conclude that

a case still so far from a final decision on the merits is “final” for purposes of Rooker-Feldman

would ignore clear Seventh Circuit and Supreme Court precedent cautioning district courts against

a wide-reaching application of the Rooker-Feldman doctrine. See, e.g., Lance v. Dennis, 546 U.S.

459, 464 (2006) (“Neither Rooker nor Feldman elaborated a rationale for a wide-reaching bar on

the jurisdiction of lower federal courts, and our cases since Feldman have tended to emphasize the

narrowness of the Rooker-Feldman rule.”) (listing cases). Accordingly, despite the immediate

appealability of the State Court TRO, the State Court Action itself is far from over, so it does not

constitute a final judgment for purposes of Rooker-Feldman. Having determined that “the narrow

ground occupied by Rooker-Feldman” does not warrant dismissal of this action for lack of subject-

matter jurisdiction, Exxon Mobil, 544 U.S. at 284, the Court now turns to whether the case should

be stayed pending resolution of the State Court Action.

II. Abstention

In GeLab Cosms. LLC v. Zhuhai Aobo Cosms. Co, the Seventh Circuit recently canvased

the Colorado River abstention doctrine and set forth the analysis district courts should apply in

determining whether a stay is appropriate. 99 F.4th 424 (7th Cir. 2024). Essentially, “[o]nly if ‘the

presence of a concurrent state proceeding’ makes abstention a matter of ‘wise judicial

administration’ may a federal court refrain from doing the job the Constitution and Congress

assigned to it.” Id. at 428 (quoting Colorado River, 424 U.S. at 818); see also Freed v. J.P. Morgan

Chase Bank, N.A., 756 F.3d 1013, 1018 (7th Cir. 2014) (“The primary purpose of the Colorado

River doctrine is to conserve both state and federal judicial resources and prevent inconsistent

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results.”). In determining whether to abstain, a district court should conduct “two inquiries, both

of which put a thumb on the scale against abstention.” GeLab, 99 F.4th at 428.

First, the court must consider “whether the state and federal court proceedings are actually

parallel; if not, then the federal case must go forward.” Id. “Cases are parallel if there is ‘a

substantial likelihood that the state litigation will dispose of all claims presented in the federal

case.’” Id. (quoting Freed, 756 F.3d at 1018). “Two cases need not be identical to be parallel, but

they must involve ‘substantially the same parties [ ] contemporaneously litigating substantially the

same issues.’” GeLab, 99 F.4th at 428 (quoting Freed, 756 F.3d at 1019).

If the proceedings are actually parallel, “the second question is whether exceptional

circumstances warrant abstention.” GeLab, 99 F.4th at 428 (citing Huon, 657 F.3d at 646-647).

The Seventh Circuit has identified ten non-exhaustive factors relevant to deciding whether

abstention is justified by exceptional circumstances. GeLab, 99 F.4th at 430. In considering those

factors, a district court must engage in a “careful weighing of the factors pertinent to the case at

hand[.]” Id. at 431 (quoting Sverdrup Corp. v. Edwardsville Comm. Unit Sch. Dist. No. 7, 125 F.3d

546, 550 (7th Cir. 1997)).

As discussed above, the named parties in the State Court Action and this case are not the

same. But that difference can be logically explained by the narrower scope of the dispute in the

State Court Action, which involves only a contract between HRE and the City of Joliet and the

interpretation and enforceability of a specific provision. Likewise, the parties named in this suit

makes sense given that the claims here are based on antitrust law. Despite these formal differences

between the parties, the two cases “involve substantially the same parties” because “the parties

‘have nearly identical interests.’” GeLab, 99 F.4th at 429 (emphasis in original) (quoting Freed,

756 F.3d at 1019). Indeed, the respective parties’ identities and interests are substantially aligned

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in both cases. CenterPoint was the original party to the MOU and assigned its interests to HRE,

has a major financial interest in HRE, and exercises control over HRE’s operations. CenterPoint

and HRE stand to benefit from enforcement of MOU § XII.B(3) through the State Court Action

and are exposed to various related business and legal risks by the antitrust claims in this case.

NorthPoint was East Gate’s predecessor in its Joliet Intermodal Zone development and remains

East Gate’s manager. Although NorthPoint and East Gate are not parties to the State Court Action,

the viability of their development in the Joliet Intermodal Zone rises and falls with the outcome of

both the State Court Action and this case because their customers’ ability to access the terminals

from their warehouses is essential to operations and overall viability of the development.

The State Court Action and this Federal case are also “predicated on the same facts,” and

“will be resolved largely by reference to the same evidence[.]” GeLab, 99 F.4th at 429 (quoting

Tyrer v. City of S. Beloit, Ill., 456 F.3d 744, 752 (7th Cir. 2006)). True, the State Court Action

involves contract interpretation, and this case is based on antitrust law. But at bottom, both cases

revolve around MOU § XII.B(3). If the City of Joliet ultimately prevails in the State Court Action,

Plaintiffs’ claims here will mostly become moot to the extent they depend on Defendants’

interpretation and enforcement of the MOU. Even then, to the extent Plaintiffs seek to move

forward with their claims based on damages caused by Defendants’ prior conduct, a decision on

the meaning of MOU § XII.B(3) is logically antecedent to any such determination. If HRE

prevails, then the meaning of MOU § XII.B(3) will have been decided and the issues here will be

greatly narrowed. Either way, the cases involve largely the same evidence, and to the extent

additional evidence is relevant to the Federal claim, it will only become relevant if the state court

first accepts HRE’s interpretation of the MOU.

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In sum, if the State Court Action ultimately resolves in the City of Joliet (and East Gate’s)

favor, “there is ‘a substantial likelihood that the state litigation will dispose of all claims presented

in the federal case.’” GeLab, 99 F.4th at 428 (quoting Freed, 756 F.3d at 1018). Although this case

is couched in antitrust, state contract issues predominate. The primary reason Plaintiffs filed this

action is to invalidate the MOU provision that impacts their pecuniary interests. Accordingly, the

cases are parallel, and the Court must therefore proceed to the second inquiry of carefully weighing

the factors relevant to whether there are exceptional circumstances that warrant abstention. Just as

the Seventh Circuit did, the Court will address each factor and indicate which favor abstention,

and which do not. See GeLab, 99 F.4th at 430.

1. Whether the state has assumed jurisdiction over property—Disfavors Abstention.

It is undisputed that the state has not assumed jurisdiction over property. Therefore,

this factor weighs against abstention.

2. The inconvenience of the federal forum—Favors Abstention. Relevant

considerations for this factor include geographical proximity of the courts and location

of the parties and evidence. See Loughran v. Wells Fargo Bank, N.A., 2 F.4th 640, 650

(7th Cir. 2021) (“The convenience (or lack thereof) of the federal forum does not

support abstention. The state and federal courts here are in close geographical

proximity to one another and equally convenient.”); Veritas Admin., LLC v. Nowak,

No. 22 C 337, 2022 WL 17986697, at *4 (N.D. Ill. Dec. 29, 2022) (considering

proximity of Joliet to Chicago and negligible difference between distance from party’s

location to courthouses and concluding that “[t]his factor weighs slightly in favor of

abstention, if at all.”).6 The two courthouses are both within the Northern District of

Illinois, most of the parties’ attorneys are located in Chicago, the parties are citizens of

various states and one is headquartered in Oak Brook, Illinois, and the subject property

is located in Will County. This factor weights slightly in favor of abstention.

3. The desirability of avoiding piecemeal litigation—Favors Abstention. “The danger

of piecemeal litigation does not turn on formal identity of issues but on concerns about

the efficient use of judicial resources and the public’s perception of the legitimacy of

judicial authority[.]” Tyrer, 456 F.3d at 756. Although Plaintiffs’ Federal claims

6 The Court respectfully declines to follow the case law cited by Plaintiffs, as the reasoning is circular, without

a citation to any authority, and arguably contained in dicta within the decision. (See Resp. to Mot. to Stay at 18-19,

Dkt. 64) (citing Pelfresne v. Stephens, 35 F. Supp. 2d 1064, 1074 (N.D. Ill. 1999) (“the source of governing law in the

present case is federal (RICO) (factor five), and therefore the federal forum is not inconvenient (factor two) . . . [.]”).

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encompass issues broader than those presented in the State Court Action, both cases

ultimately turn on the meaning of MOU § XII.B(3). Thus, the possibility of issues being

left unresolved by piecemeal litigation is not relevant here. Instead, the Court is

concerned with potential of both (i) wasting two court’s scarce resources by litigating

the same issues in two cases at the same time and (ii) inconsistent results and the

resultant effect on the public’s perception of judicial legitimacy. Accordingly, this

factor weights in favor of abstention.

4. The order in which jurisdiction was obtained by the concurrent fora—Favors

Abstention. The State Court Action was filed more than two years before this Federal

case. Although Plaintiffs contend that this factor disfavors abstention because its

purpose is to discourage parties from getting as second chance to litigate issues already

brought by them in state court, the focus of this factor is generally which case was filed

first and the time in between filings. See, e.g., Lumen Const., Inc. v. Brant Const. Co.,

780 F.2d 691, 697 (7th Cir. 1985) (“Of course, the state case was also filed first, nearly

five months before . . .[.]”); Goldfein v. Brown, No. 10 C 1955, 2010 WL 5146570, at

*3 (N.D. Ill. Dec. 10, 2010) (“The federal case was filed nearly two years after the state

cases.”). Accordingly, this factor favors abstention.

5. The source of governing law—Favors Abstention. The State Court Action involves

application of Illinois law of contracts, police power, and other matters. The Federal

case involves Federal and state antitrust law and Illinois common law. Critically,

however, even the Federal claims depend largely on interpretation of MOU § XII.B(3)

under Illinois law because Plaintiffs’ antitrust theory depends in part on whether

Defendants’ interpretation of that provision is correct. To the extent the issues governed

exclusively by Federal law remain after the matters of Illinois law have been

determined, the Court will be able to adjudicate them. Accordingly, this factor favors

abstention.

6. The adequacy of state-court action to protect the federal plaintiff’s rights—Favors

Abstention. Through various arguments made in this litigation, Defendants have all

but waived any objection to Plaintiffs’ ability to meaningfully participate in the State

Court Action. Plaintiffs’ reference to other factors in support of this one is again

circular and summarily rejected by the Court. This factor weighs in favor of abstention.

7. The relative progress of state and federal proceedings—Favors Abstention. The

State Court Action has been pending for more than two years, already gone through

one appeal, a TRO hearing was held and a TRO was issued, and the parties are engaged

in discovery in preparation for a preliminary injunction hearing. This Federal case was

filed a little over four months ago, has not yet emerged from the pleadings stage, and

no substantive relief has been entered for or against any party. This factor weights in

favor of abstention.

8. The presence or absence of concurrent jurisdiction—Disfavors Abstention.

Although Defendants concede that Plaintiffs may file affirmative defenses based on

Federal antitrust law and counterclaims based on Illinois antitrust law that offers similar

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relief as the Sherman Act in the State Court Action, it is undisputed that the Federal

court has exclusive jurisdiction over affirmative Sherman Act claims. Because

concurrent jurisdiction over those claims does not exist, this factor weighs against

abstention.

9. The availability of removal—Favors Abstention. “The unavailability of removal

favors a stay, because the purpose of this factor is to prevent litigants from

circumventing the removal statute.” Loughran, 2 F.4th at 650. It is undisputed that the

State Court Action is not removable. As such, this factor weighs in favor of abstention.

10. The vexatious or contrived nature of the federal claim—Favors Abstention. After

more than two years of litigation in the State Court Action, Plaintiffs commenced the

Federal case only when the State Court Appeal and State Court TRO affected their

operations. Although Plaintiffs were not named parties in that case, there is no doubt

that they were closely following its development and involved with the City of Joliet’s

legal strategies. In addition, Defendants here have conceded that Plaintiffs could have

actively participated in the matter. In light of those circumstances, the timing of the

filing of this Federal case certainly suggests vexatious and contrived motivations for

filing the Federal claims. Accordingly, this favor also weighs in favor of abstention.

Having considered the above factors, the Court concludes that there are exceptional

circumstances warranting a stay. At its core, the dispute in both cases depends on the state court’s

interpretation and enforceability of MOU § XII.B(3). Given the potential of that determination to

greatly narrow or eliminate the scope of issues in this case, along with the relative progress of the

proceedings and other factors favoring a stay, deference to the State Court Action is appropriate.

More broadly, the Court views a stay of these proceedings until the state court issues a final

decision on the merits as a sensible case management tool that promotes wise judicial

administration. See GeLab., 99 F.4th at 428 n.1.

III. Remaining Matters

Because the Court has determined that a stay pending resolution of the State Court Action

is appropriate, the remaining pending motions are denied without prejudice.

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CONCLUSION

For the reasons stated above, Defendants’ motion to dismiss for lack of jurisdiction [61] is

denied, but their motion for a stay [48] is granted. This action is stayed pending resolution of the

State Court Action. Plaintiffs’ motions for a preliminary injunction [23] and expedited discovery

[45] and Defendants’ motion to dismiss for failure to state a claim [50] are denied without

prejudice.

DATED: September 23, 2024 ENTERED:

Adtimdo A Lax

LASHONDA A. HUNT

United States District Judge

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