Brian Adams v. 3M Company

RECOMMENDED FOR PUBLICATION

Pursuant to Sixth Circuit I.O.P. 32.1(b)

File Name: 23a0078p.06

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

┐

BRIAN ADAMS, et al.,

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Plaintiffs-Appellees, │

> No. 23-5232

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v. │

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3M COMPANY, fka Minnesota Mining and │

Manufacturing Company, │

Defendant-Appellant. │

┘

Appeal from the United States District Court for the Eastern District of Kentucky at Pikeville.

Nos. 7:21-cv-00082; 7:21-cv-00086—Robert E. Wier, District Judge.

Argued: April 18, 2023

Decided and Filed: April 19, 2023

Before: SUTTON, Chief Judge; NORRIS and McKEAGUE, Circuit Judges.

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COUNSEL

ARGUED: Michael A. Scodro, MAYER BROWN LLP, Chicago, Illinois, for Appellant.

Michael B. Martin, MARTIN WALTON LAW FIRM, Friendswood, Texas, for Appellees.

ON BRIEF: Michael A. Scodro, MAYER BROWN LLP, Chicago, Illinois, Evan M. Tager,

MAYER BROWN LLP, Washington, D.C., Byron N. Miller, THOMPSON MILLER &

SIMPSON PLC, Louisville, Kentucky, Bryant J. Spann, THOMAS COMBS & SPANN,

Charleston, West Virginia, Margaret Oertling Cupples, James Stephen Fritz, Jr., BRADLEY

ARANT BOULT CUMMINGS LLP, Jackson, Mississippi, Scott Burnett Smith, BRADLEY

ARANT BOULT CUMMINGS LLP, Huntsville, Alabama, Timothy Rodriguez, BRADLEY

ARANT BOULT CUMMINGS LLP, Nashville, Tennessee, for Appellant. Michael B. Martin,

MARTIN WALTON LAW FIRM, Friendswood, Texas, Johnny Givens, GIVENS LAW FIRM,

PLLC, Ridgeland, Mississippi, for Appellees. John H. Beisner, SKADDEN, ARPS, SLATE,

MEAGHER & FLOM LLP, Washington, D.C., for Amicus Curiae.

No. 23-5232 Adams, et al. v. 3M Co. Page 2

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OPINION

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SUTTON, Chief Judge. The Class Action Fairness Act of 2005, often called CAFA,

extends federal diversity jurisdiction to certain “mass action[s]” involving “100 or more

persons.” 28 U.S.C. § 1332(d)(11)(B)(i). At issue is whether two state-court complaints, each

joining more than 100 plaintiffs, qualify as CAFA mass actions. We conclude that they do and

reverse the district court’s contrary determination.

Brian Adams and Charles Mounts mined coal in Kentucky. Both wore respirators to

protect their lungs from coal dust. Both nevertheless developed pneumoconiosis, a disease

caused by inhaled dust particles.

Adams and Mounts sued 3M along with some other respirator manufacturers and

distributors. They alleged that 3M and the other manufacturers, all out-of-state corporations,

made defective respirators; that various Kentucky retailers distributed them; and that they

contracted pneumoconiosis as a result. Adams’ complaint named more than 400 co-plaintiffs,

demanded “judgment” against all defendants “jointly, severally, and/or individually,” and sought

“a trial by jury on all issues so triable.” RA.1-1 at 273. Mounts’ complaint named more than

300 co-plaintiffs and mirrored Adams’ in substance.

3M removed the cases to federal court on CAFA, federal question, and diversity grounds.

The district court remanded them to state court. 3M sought leave to appeal, see 28 U.S.C.

§ 1453(c)(1), and we granted its petition for review, In re 3M Co., No. 22-0505 (6th Cir. Mar.

23, 2023) (order).

We have jurisdiction over this interlocutory appeal. Under § 1453(c)(1), “a court of

appeals may accept an appeal from an order of a district court granting or denying a motion to

remand a class action.” For purposes of the section, “a mass action shall be deemed to be a class

action.” 28 U.S.C. § 1332(d)(11)(A).

No. 23-5232 Adams, et al. v. 3M Co. Page 3

As to the merits, CAFA in relevant part permits removal of “any civil action . . . in which

monetary relief claims of 100 or more persons are proposed to be tried jointly on the ground that

the plaintiffs’ claims involve common questions of law or fact.” Id. § 1332(d)(11)(B)(i). All

agree that the Adams and Mounts lawsuits qualify as “civil action[s]” and seek “monetary relief.”

Id. That leaves one question: Have Adams and Mounts “proposed” to “tr[y]” “claims of 100 or

more persons . . . jointly on the ground that” the claims “involve common questions of law or

fact”? Id.

The miners’ complaints did just that. Start with the first phrase. A litigant “propose[s]”

to try claims “jointly” if he offers to try them through a common judicial process. Black’s Law

Dictionary 854, 1255 (8th ed. 2004) (defining “proposal” as “[s]omething offered for

consideration or acceptance” and “joint” as “common to or shared by two or more persons or

entities”); accord American Heritage Dictionary 944, 1406 (4th ed. 2000); Webster’s Third New

Int’l Dictionary 1219, 1819 (2002). In Kentucky, as elsewhere, claims presented in a single

complaint proceed through a common trial process absent an order to the contrary. See, e.g., Ky.

R. Civ. P. 20.02, 42.02; Island Creek Coal Co. v. Rodgers, 644 S.W.2d 339, 348–49 (Ky. Ct.

App. 1982). As a result, when Adams and Mounts each filed complaints with more than 100 co-

plaintiffs, they offered to try their co-plaintiffs’ claims jointly. See In re Abbott Lab’ys, Inc., 698

F.3d 568, 572 (7th Cir. 2012) (“[O]ne complaint implicitly proposes one trial . . . .”).

Confirming the point, both complaints sought “a trial by jury” and a singular “judgment,” not

multiple jury trials and multiple judgments. RA.1-1 at 273; RM.1-1 at 51.

Turn to the second phrase. A litigant proposes a joint trial “on the ground[s] . . . [of]

common questions of law or fact” when he offers, as a basis or reason for joint proceedings, the

contention that the claims involve common questions. See Ground, Black’s Law Dictionary at

723 (“The reason or point that something (as a legal claim or argument) relies on for

validity . . . .”); accord Grounds, American Heritage Dictionary at 775; Ground, Webster’s Third

New Int’l Dictionary at 1002. Under Kentucky’s permissive joinder rules, a complaint may join

multiple plaintiffs in a single action when there is “[a] question of law or fact” that is “common

to all” the plaintiffs’ cases. Ky. R. Civ. P. 20.01. By filing a complaint predicated on a

No. 23-5232 Adams, et al. v. 3M Co. Page 4

“common” “question of law or fact,” id., Adams and Mounts thus offered the presence of

common questions as a “ground” for pursuing a joint trial, 28 U.S.C. § 1332(d)(11)(B)(i).

Context confirms this interpretation. CAFA targets putative class actions and lawsuits

that resemble them—“mass actions” in short. Mississippi ex rel. Hood v. AU Optronics Corp.,

571 U.S. 161, 173–74 (2014). Lawsuits like the miners’ complaints fit the bill. They assert

parallel claims on behalf of more than 100 plaintiffs, all proceeding on the theory that the claims

are similar enough to merit adjudication in tandem. It should not come as a surprise that CAFA

covers them.

Background principles of interpretation bolster this conclusion. The Supreme Court has

long construed jurisdictional statutes like CAFA to establish “simple” bright-line rules. Hertz

Corp. v. Friend, 559 U.S. 77, 94–95 (2010); see Sisson v. Ruby, 497 U.S. 358, 375 (1990)

(Scalia, J., concurring in judgment) (eschewing “the sort of vague boundary that is to be avoided

in the area of subject-matter jurisdiction wherever possible”). Taking the complaints and what

they propose at face value comports with Congress’s and the Court’s preference for clear

jurisdictional lines. See Hood, 571 U.S. at 171–73 (explaining that Congress sought to avoid

“unwieldy inquiries” when assessing CAFA jurisdiction).

Every circuit to consider the question agrees. “Where a single complaint joins more than

100 separate claims involving common questions of law and fact, there is a presumption that

those plaintiffs have implicitly proposed a joint trial.” Ramirez v. Vintage Pharms., LLC, 852

F.3d 324, 329 (3d Cir. 2017); see Lester v. Exxon Mobil Corp., 879 F.3d 582, 585–89 (5th Cir.

2018); Abbott Lab’ys, 698 F.3d at 572; Atwell v. Bos. Sci. Corp., 740 F.3d 1160, 1163–66 (8th

Cir. 2013); Visendi v. Bank of Am., N.A., 733 F.3d 863, 869 (9th Cir. 2013); Scimone v. Carnival

Corp., 720 F.3d 876, 881–82 (11th Cir. 2013); cf. Parson v. Johnson & Johnson, 749 F.3d 879,

888 & n.4 (10th Cir. 2014) (suggesting the same); accord 2 William B. Rubenstein, Newberg &

Rubenstein on Class Actions § 6:25 (6th ed. 2022).

The miners respond that, under Kentucky or federal law, their cases may not ultimately

involve common questions of law or fact. See Ky. R. Civ. P. 20.01; Fed. R. Civ. P. 20(a)(1)(B),

23(a)(2). But at most this suggests they might have made an unwarranted proposal for a joint

No. 23-5232 Adams, et al. v. 3M Co. Page 5

trial grounded on common questions. Still, an unwarranted proposal remains a proposal. See

Visendi, 733 F.3d at 867–71. Nor does it matter that a joint trial may never result, perhaps even

on 3M’s motion to bifurcate or sever. See Ky. R. Civ. P. 42.02. That possibility suggests that a

Kentucky court might eventually decline a proposal for a joint trial, not that Adams or Mounts

did not offer one.

The miners add that their counsel sought individual rather than joint trials in a similar

case. But that case is not this case. Here, Adams and Mounts each filed a complaint joining

more than 100 co-plaintiffs and seeking “a” jury trial. RA.1-1 at 273; RM.1-1 at 51. Any

“nonbinding” implication, suggestion, or even promise that they seek only individual trials—

which judicial experience teaches is easy to make but harder to keep—does not defeat federal

jurisdiction. See Standard Fire Ins. Co. v. Knowles, 568 U.S. 588, 594–95 (2013); see also

Ramirez, 852 F.3d at 327 (requiring an “explicit and unambiguous disclaimer” of a joint trial).

Plus, to repeat, jurisdictional rules should be “simple.” Hertz, 559 U.S. at 95. Requiring district

courts to divine counsels’ unexpressed intentions and compare different cases’ trial-management

plans would be anything but. Cf. Hood, 571 U.S. at 171–73.

For similar reasons, it does not matter that Adams’ and Mounts’ complaints sought

judgment “jointly, severally, and/or individually” against the defendants. RA.1-1 at 273; RM.1-

1 at 51. That speaks to each defendant’s liability on a judgment—will it be “joint,” “several,” or

“individual[]”?—not to the presence of a joint trial demand. See Youtsey v. Trap, 5 Ky. Op. 426,

427 (1872) (distinguishing forms of co-defendant liability).

It also does not matter that federalism concerns premised on a “[d]ue regard for the

rightful independence of state governments” generally cut against removal. Shamrock Oil & Gas

Corp. v. Sheets, 313 U.S. 100, 109 (1941) (quotation omitted). Once Congress exercised its

enumerated powers in this area, “no antiremoval presumption attends cases invoking CAFA.”

Dart Cherokee Basin Operating Co. v. Owens, 574 U.S. 81, 89 (2014). CAFA, moreover, leaves

state courts plenty of room to operate. Plaintiffs may avoid removal “by filing separate

complaints naming less than 100 plaintiffs and by not moving for or otherwise proposing joint

trial in the state court.” Scimone, 720 F.3d at 884.

No. 23-5232 Adams, et al. v. 3M Co. Page 6

In the alternative, Adams and Mounts urge us to affirm the remand order under CAFA’s

“local controversy” exception. See 28 U.S.C. § 1332(d)(4). But for the exception to apply, the

miners must show that a Kentucky defendant’s conduct “forms a significant basis for the[ir]

claims.” Id.; see Mason v. Lockwood, Andrews & Newman, P.C., 842 F.3d 383, 388, 395–97

(6th Cir. 2016). In Mason, we found this hurdle cleared where residents of Flint, Michigan sued

a local engineering firm that redesigned Flint’s water treatment plant without “quality control.”

Id. at 387, 393–97. That is a distant cry from today’s allegations. The “core” of the miners’

complaints alleges that 3M (and other out-of-state defendants), designed, manufactured, and sold

defective respirators, then lied about their faults. Id. at 396. 3M, in other words, is the “real

target in this action.” Atwood v. Peterson, 936 F.3d 835, 840 (8th Cir. 2019) (per curiam)

(quotation omitted); Roppo v. Travelers Com. Ins. Co., 869 F.3d 568, 584 (7th Cir. 2017)

(focusing on the “gravamen of [the] action”).

The miners, to be sure, add that Kentucky merchants sold the respirators, perhaps

negligently or recklessly. But they have offered no reason for thinking that the merchants’

liability is anything but derivative of 3M’s liability. A jury, for example, would be unlikely to

find the merchants liable without also finding 3M liable. See Mason, 842 F.3d at 396; accord

Kitchin v. Bridgeton Landfill, LLC, 3 F.4th 1089, 1094–95 (8th Cir. 2021) (finding allegation

that local defendants engaged in the same conduct as foreign defendants insufficient to show

significance). All told, we cannot conclude that this controversy is local.

We reverse and remand.