CSX Transportation, Inc. et al v. COMMONWEALTH OF MASSACHUSETTS OFFICE OF THE ATTORNEY GENERAL et al

Filing 62

Judge Nathaniel M. Gorton: ENDORSED ORDER entered granting 29 Motion for Partial Summary Judgment; denying 45 Motion for Partial Summary Judgment; denying 48 Motion for Partial Summary Judgment "plaintiffs motion for summary judgment on Count 1 (Docket No. 29) is ALLOWED, defendants motion for summary judgment on Count 1 (Docket No. 45) is DENIED and the union intervenors motion for summary judgment on Count 1 (Docket No. 48) is DENIED.So ordered."(Caruso, Stephanie)

United States District Court
District of Massachusetts
CSX TRANSPORTATION, INC., CSX
INTERMODAL TERMINALS, INC.,
NATIONAL RAILROAD PASSENGER
CORPORATION and SPRINGFIELD
TERMINAL RAILWAY COMPANY,
Plaintiffs,
v.
MAURA HEALEY,
Defendant.

)
)
)
)
)
)
)
)
)
)
)
)
)
)
)

Civil Action No.
15-12865-NMG

MEMORANDUM & ORDER
GORTON, J.
This case arises from allegations that the Massachusetts
Earned Sick Time Law (“ESTL”) at M.G.L. c. 149 § 148C, approved
by Massachusetts voters in 2014, is preempted by three federal
statutes.
Pending before the Court are three motions for partial
summary judgment on Count 1 which asserts that the ESTL is
expressly preempted by the Railroad Unemployment Insurance Act
(“RUIA”), 45 U.S.C. § 351, et seq..

For the reasons that

follow, the motion for partial summary judgment by plaintiffs
will be allowed and the motions for partial summary judgment by
defendant and the intervening unions will be denied.

-1-

I.

Background and procedural history
Plaintiffs CSX Transportation, Inc., CSX Intermodal

Terminals, Inc., National Railroad Passenger Corporation d/b/a
Amtrak and Springfield Terminal Railway Company (collectively,
“CSX” or “plaintiffs”) are operators of rail transportation
systems and intermodal terminals located in Massachusetts.

The

parties agree that all plaintiffs are “employers” within the
meaning of the RUIA and all individuals employed by them in
Massachusetts are “employees” and thus eligible for federal
statutory “sickness benefits” under the RUIA.
Defendant Maura Healey (“Healey” or “defendant”) is the
Attorney General of the Commonwealth of Massachusetts and is
named in her official capacity.

As Attorney General, she is

charged with the rulemaking for, and enforcement of, the
purportedly preempted portions of the ESTL.
The intervening parties are the Transportation and
Mechanical Divisions of the International Association of Sheet
Metal, Air, Rail and Transportation Workers, the Brotherhood of
Locomotive Engineers and Trainmen, the International Brotherhood
of Electrical Workers, the National Conference of Firemen &
Oilers District of Local 32BJ, SEIU, the Brotherhood of Railroad
Signalmen and the Brotherhood of Maintenance of Way Employes
Division/IBT (collectively, “the union intervenors”).

-2-

They are

the collective bargaining representatives for the employees who
would be affected by the relief sought by plaintiffs.
The United States (“the federal government”) is an
interested party which submitted a “statement of interest” in
this action to set forth its position concerning the effect of
the express preemption provision of the RUIA on the ESTL.

The

federal government claims to have a “substantial interest” in
ensuring that the scope of that RUIA provision does not “unduly
interfere” with the traditional police powers of the states to
establish minimum labor standards.
The parties agree that in November, 2014, Massachusetts
voters approved the Massachusetts Earned Sick Time Law at M.G.L.
c. 149, § 148C which requires certain employers to provide
“earned paid sick time” to qualifying employees in
Massachusetts.

That law became effective on July 1, 2015.

Plaintiffs have not implemented or complied with the ESTL
because they believe that it is preempted by federal law.
Defendant has declined their request to “provide a permanent
commitment not to enforce” the ESTL against them.
Plaintiffs initiated this action by filing a complaint
against Healey and the Massachusetts Office of the Attorney
General in June, 2015 and an amended complaint naming Healey as
the sole defendant in November, 2015.

Plaintiffs seek

declaratory judgments that the ESTL is preempted by the RUIA
-3-

(Count 1), the Railway Labor Act (“RLA”) at 45 U.S.C. § 151, et
seq. (Count 2) and the Employee Retirement Income Security Act
(“ERISA”) at 29 U.S.C. § 1140, et seq. (Count 3).

Plaintiffs

also seek to enjoin Healey from enforcing or applying the ESTL
against them.
In February, 2016, this Court convened a scheduling
conference during which the parties agreed to bifurcate the
action and litigate the RUIA claim in Phase 1 and the RLA and
ERISA claims in Phase 2.
Plaintiffs moved for summary judgment on the RUIA claim in
March, 2016.

The Court allowed the union intervenors to

participate in the action and move for summary judgment on the
RUIA claim in May, 2016.

Defendant submitted a motion for

summary judgment on the same claim shortly thereafter.

The

parties stipulated that there are no material facts in dispute.
The Court convened a hearing on those motions in July, 2016.
II.

Motions for summary judgment
A.

Legal standard

The role of summary judgment is “to pierce the pleadings
and to assess the proof in order to see whether there is a
genuine need for trial.” Mesnick v. Gen. Elec. Co., 950 F.2d
816, 822 (1st Cir. 1991) (quoting Garside v. Osco Drug, Inc.,
895 F.2d 46, 50 (1st Cir. 1990)).

The burden is on the moving

party to show, through the pleadings, discovery and affidavits,
-4-

“that there is no genuine dispute as to any material fact and
the movant is entitled to judgment as a matter of law.” Fed. R.
Civ. P. 56(a).
A fact is material if it “might affect the outcome of the
suit under the governing law”. Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 248 (1986).

A genuine issue of material fact

exists where the evidence with respect to the material fact in
dispute “is such that a reasonable jury could return a verdict
for the nonmoving party.” Id.
If the moving party satisfies its burden, the burden shifts
to the non-moving party to set forth specific facts showing that
there is a genuine, triable issue. Celotex Corp. v. Catrett, 477
U.S. 317, 324 (1986).

The Court must view the entire record in

the light most favorable to the non-moving party and make all
reasonable inferences in that party's favor. O'Connor v.
Steeves, 994 F.2d 905, 907 (1st Cir. 1993).

Summary judgment is

appropriate if, after viewing the record in the non-moving
party's favor, the Court determines that no genuine issue of
material fact exists and that the moving party is entitled to
judgment as a matter of law.
B.

Application
1.

Express preemption

The Supremacy Clause of the United States Constitution
provides that
-5-

the laws of the United States . . . shall be the supreme
law of the land . . . any Thing in the Constitution or
laws of any State to the contrary notwithstanding.
U.S. CONST. art. VI, cl. 2.

State laws which conflict with

federal law are preempted and “without effect”. Altria Grp.,
Inc. v. Good, 555 U.S. 70, 76 (2008).
Congressional purpose is the “ultimate touchstone” in every
preemption case. Id.

A court considering the preemptive effect

of an express preemption clause in a federal statute must assess
the substance and scope of Congress’s displacement of state law,
id., in order to identify the matters that it did and did not
intend to preempt, Lorillard Tobacco Co. v. Reilly, 533 U.S.
525, 541 (2001).

The inquiry commences with the statutory

language “which necessarily contains the best evidence of
Congress’ pre-emptive intent”. CSX Transp., Inc. v. Easterwood,
507 U.S. 658, 664 (1993).

The court may also consider the

purpose, history and surrounding statutory scheme of the express
preemption clause. Mass. Delivery Ass’n v. Coakley, 769 F.3d 11,
17 (1st Cir. 2014).
If the preemption inquiry implicates the historic police
powers of the state or a field traditionally occupied by the
states, the court must apply the presumption against preemption
which can be overcome by a finding of clear and unambiguous
congressional intent to preempt state law. Altria, 555 U.S. at
77.
-6-

1.

Railroad Unemployment Insurance Act

Congress enacted the first version of the Railroad
Unemployment Insurance Act in 1938 to establish a system of
unemployment insurance for covered employees. R.R. Ret. Bd. v.
Duquesne Warehouse Co., 326 U.S. 446, 448 (1946).

It amended

the statute in 1946 to provide qualified employees with
“unemployment benefits” and “sickness benefits” which would both
be administered by the Railroad Retirement Board (“RRB”), § 352,
and funded by contributions from employers, § 358.
The amended statute defines “benefits” as monetary payments
to an employee with respect to his or her unemployment or
sickness and sets the daily benefits rate at 60% of his or her
daily rate of compensation at the last position held.
§ 351(l)(1)(benefits); § 352(a)(2)(daily benefit rate).

A

qualified employee is entitled to “sickness benefits” which are
benefits . . . for each day of sickness after the 4th
consecutive day of sickness in a period of continuing
sickness[.]
§ 352(a)(1)(B)(i).
A “period of continuing sickness” is a period of
1) consecutive days of sickness or 2) successive days of
sickness “due to a single cause without interruption of more
than 90 consecutive days which are not days of sickness.”
§ 352(a)(1)(B)(iii).

-7-

A “day of sickness” is a day on which the employee cannot
work due to a physical, mental, psychological, nervous or
pregnancy-related injury, sickness or condition and does not
accrue or receive “remuneration”. § 351(k).

The term

“remuneration” 1) means “pay for services for hire”, 2) includes
earned income other than services for hire if the employee
accrued it with respect to a particular day or days and
3) excludes money payments received pursuant to non-governmental
plans for unemployment, maternity or sickness insurance.
§ 351(j).

An employee does not experience a “day of sickness”

if he or she receives or will receive unemployment, maternity or
sickness benefits under any other unemployment, maternity or
sickness compensation law. § 354(a-1)(ii).
Section 363(b) of the RUIA contains an express preemption
provision.

The first two sentences of § 363(b), titled “Effect

on State unemployment compensation laws”, state that:
Congress makes exclusive provision for . . . the payment
of sickness benefits for sickness periods after [1947],
based upon employment (as defined in this chapter). No
employee shall have or assert any right to . . . sickness
benefits under a sickness law of any State with respect
to sickness periods occurring after [1947], based upon
employment (as defined in this chapter).
§ 363(b).

The statute defines “employment” to mean

“service performed as an employee”. § 351(g).
The third sentence in § 363(b) specifies that:

-8-

Congress finds and declares that by virtue of the
enactment of this chapter, the application of . . . State
sickness laws after [1947], to such employment, except
pursuant to [§ 362(g)], would constitute an undue burden
upon, and an undue interference with the effective
regulation of, interstate commerce.
§ 363(b).

Section 362(g) sets forth a system of “mutual

reimbursement [of] . . . [b]enefits also subject to a State law”
under which the RRB and states can reimburse each other for any
unemployment or sickness benefits paid to qualifying employees
under the RUIA or state unemployment or sickness compensation
laws for “services for hire other than employment”. § 362(g).
2.

Massachusetts Earned Sick Time Law

The Massachusetts Earned Sick Time Law entitles qualified
employees who work in the Commonwealth to accrue “earned sick
time” at the rate of one hour for every thirty hours worked and
to use that time 1) to care for themselves or their family
members, 2) to attend their or their family members’ routine
medical appointments or 3) to address the psychological,
physical or legal effects of domestic violence. M.G.L. c. 149,
§§ 148C(b), (c), (d)(1).

Qualified employees can earn and use

up to 40 hours of either “earned paid sick time” or “earned
unpaid sick time” every calendar year. §§ 148C(d)(4), (6).
Covered employers must compensate qualified employees for
“earned paid sick time” at their regular hourly rates of
compensation. § 148C(a).

-9-

3.

Scope of RUIA preemption

The parties dispute the scope of the express preemption
clause in the RUIA and whether the ESTL falls within the
preempted domain.
a.

Arguments by plaintiffs

Plaintiffs assert that the text of the preemption clause is
clear that the preempted domain includes all “sickness benefits”
received by employees as “income replacement for periods during
which [they are] absent due to any illness or injury”.
Plaintiffs point to other references to “sickness” and “sickness
benefits” in the RUIA and assert that, because receipt of
remuneration disqualifies employees from experiencing the prerequisite “day of sickness”, any kind of state payment or
benefit, including “earned paid sick time” within the meaning of
the ESTL, operates as a “de facto substitute for RUIA benefits”.
Plaintiffs thus contend that the text reflects Congress’s
clear intent that employees should not receive both paid sick
leave from the state and RUIA benefits.

They declare that,

although the ESTL entitles employees to sickness payments under
different parameters, the ESTL provides “sickness benefits” that
fall within the domain of the RUIA preemption clause.
They further submit that the legislative history and
purpose of the statute confirm that Congress intended to preempt
state laws such as the ESTL.

They offer statements made by
-10-

union representatives and an RRB Chairman during congressional
hearings, as well as excerpts from the Senate Report on the 1946
amendments, to show the RUIA was intended to address the need
for “uniform federal regulation of the national railroad system,
especially with respect to employment benefits” because labor
agreements in the transportation industry frequently cut across
state lines.

Plaintiffs claim that Congress and the railroads

entered into an “implicit labor-management agreement”, as
reflected in the RUIA preemption clause, that the railroads
would provide federal unemployment and sickness benefits but
need not provide those mandated by states.
Plaintiffs thus suggest that the “core legislative purpose”
of both the RUIA and ESTL is to require employers to provide
“income replacement” to employees who cannot work due to illness
or injury.

They conclude that Congress intended the RUIA to

preempt the ESTL.
b.

Arguments by defendant Healey, the union
intervenors and the federal government

Defendant Healy, the union intervenors and the federal
government respond that there is no congressional intent, clear
or otherwise, for the RUIA to preempt state laws such as the
ESTL.
Healey first claims that the domain of preempted state laws
is limited to instances in which “the worker is unemployed due

-11-

to sickness and not receiving pay from the railroad” because
1) the first two sentences of § 363(b) indicate that the
preemption provision concerns the payment of “sickness benefits”
for “sickness periods”, 2) the term “sickness period” is
equivalent to a “period of sickness” which is a series of “days
of sickness” and 3) a “day of sickness” excludes a day on which
the employee receives or accrues remuneration from the railroad
employer or another source.
She submits that the RUIA is an “off-payroll” statute
providing workers who fall ill and become unemployed with
reduced monetary benefits over a set period, while the ESTL is
an “on-payroll” law ensuring that workers who remain employed
continue receiving regular compensation even if they cannot work
as a result of their own health or the health of their family
member.

She concludes that the RUIA 1) preempts state laws

providing benefits that, unlike those provided by the ESTL,
commence only when “the worker is no longer working and
receiving a paycheck”, 2) does not cover workers who remain
employed and receive monetary benefits or earned compensation
from their employers and thus 3) does not preempt the ESTL.

The

union intervenors and federal government advance similar
arguments.
The union intervenors and federal government also point out
that the statutory language of the RUIA makes no reference to,
-12-

and thus evinces no congressional intent to preempt, the
provision of sickness benefits to employees who cannot work due
to the illnesses or sicknesses of their family members.
Plaintiffs respond that the RUIA preempts the payment of all
sickness benefits and all monetary payments for health-related
absences from work, regardless of whether the absence is caused
by the employee or a family member.
In addition, Healey asserts that Congress did not intend
the RUIA to preempt state laws such as the ESTL because the
third sentence in § 363(b) “specifically anticipates the
continued existence” of such state laws by referring to § 362(g)
which authorizes mutual reimbursements in the event that RUIAeligible workers receive state sickness benefits and statesickness-eligible workers receive RUIA benefits.

She also

suggests that the third sentence does not relate to preemption
at all and is instead “a statutory statement of a Congressional
finding” for courts to consider in cases implicating the Dormant
Commerce Clause, see § 363(b) (finding that the application of
“state sickness laws . . . would constitute an undue burden
upon, and an undue interference with the effective regulation
of, interstate commerce”).
Plaintiffs respond by faulting Healey, the union
intervenors and the federal government for “[tying] themselves
in knots trying to avoid the plain meaning of § 363(b)” and
-13-

improperly assuming that “the benefits provided by the RUIA
should define the scope of the benefits preempted”.

Plaintiffs

maintain that the phrase “Congress makes exclusive provision for
. . . the payment of sickness benefits” reflects a clear intent
that the RUIA be the exclusive source of all statutory sickness
benefits, not just RUIA-like benefits, for railroad employees.
They proclaim that the RUIA does not distinguish between “onpayroll” and “off-payroll” employees because it provides
benefits to “any” qualified worker who is employed but
temporarily unable to work.

They claim that the § 363(b)

references to mutual reimbursement merely recognize that
railroad employees sometimes receive state sickness benefits
based on “non-railroad employment” and do not contradict the
plain language of § 363(b).
Healey and the federal government reply that even if there
was some congressional intent for RUIA to preempt state laws
such as the ESTL, the intent was not sufficiently “clear and
manifest” to overcome the presumption against preemption, see
Wyeth v. Levine, 555 U.S. 555, 565 (2009)(describing the
presumption against preemption under which federal statutes
preempt state law only if that was the “clear and manifest
purpose of Congress”).

They explain that the presumption

against preemption applies because the United States Supreme
Court (“the Supreme Court”) has found that 1) the presumption
-14-

against preemption applies in all preemption cases, especially
if Congress legislated in a field historically occupied by the
states, id., and 2) the establishment of labor standards falls
within a field traditionally occupied by the states, Fort
Halifax Packing Co. v. Coyne, 482 U.S. 1, 21 (1987); Metro. Life
Ins. Co. v. Mass., 471 U.S. 724, 756 (1985).
Plaintiffs rejoin that the Court should not apply the
presumption against preemption in this case because courts in
other circuits have carved out exceptions for railroad
preemption cases in light of “the federal government’s historic
regulation of the railroad system”, see In re Rail Freight Fuel
Surcharge Antitrust Litig., 593 F. Supp. 2d 29, 37 n.4 (D.D.C.
2008), aff’d sub nom. Fayus Enters. v. BNSF Ry. Co., 602 F.3d
444 (D.C. Cir. 2010); CSX Transp., Inc. v. City of Plymouth, 92
F. Supp. 2d 643, 648 (E.D. Mich. 2000), aff’d, 283 F.3d 812 (6th
Cir. 2002).

They also note that the First Circuit Court of

Appeals (“the First Circuit”) does not apply the presumption
against presumption in air transportation cases, which they
analogize to railroad transportation cases, because the
“longstanding and pervasive” federal presence demonstrates that
the field is “simply not one traditionally reserved to the
states”. Brown v. United Airlines, Inc., 720 F.3d 60, 68 (1st
Cir. 2013).

-15-

Healey and the union intervenors declare that although the
statutory text is dispositive on the issue of Congress’s intent,
the legislative history confirms that Congress intended the RUIA
to apply to sickness benefits for unemployed workers only.

They

submit that the legislative history supports their argument that
the RUIA does not preempt state laws providing sickness benefits
for employed workers.
The union intervenors and federal government cite the
Senate Report on the 1946 RUIA amendments which described the
sickness benefits provisions as authorizing
benefits under the Unemployment Insurance Act for
unemployment due to sickness . . . [because t]here is no
essential
difference
in
principle
between
the
compensability of unemployment due to lack of a job and
the compensability of unemployment due to sickness.
S. Rep. 79-1710, at 5 (1946).

Plaintiffs parry that the term

“unemployment” has no practical or legal significance with
respect to the nature of the sickness benefits provided by the
RUIA given that the RUIA originated as an unemployment statute.
They claim that an employee must qualify for unpaid leave but
need not be entitled to RUIA benefits.
The federal government directs the Court’s attention to the
Senate Supplemental Report which states that
Section 13(b) . . . preempts to the Federal Government
the field of railroad unemployment insurance so as to
exclude State unemployment compensation laws from the
field and thus to protect employers from duplicate
liability. The amendments made by the section of the
-16-

bill extend that preemption to the sickness benefits
provided by the bill.
S. Rep. 79-1710, pt. 2, at 26 (1946)(emphasis added).

It

proffers that excerpt as “unambiguous” evidence that Congress
intended to limit the preempted domain to state laws providing
the same kind of sickness benefits available under the RUIA,
which would exclude the ESTL from the domain, rather than to
“all state sickness laws” as suggested by plaintiffs which would
include the ESTL in the domain.

The federal government

concludes that it is clear that Congress did not intend the RUIA
to preempt state laws such as the ESTL.
Healey dismisses plaintiffs’ citations to the legislative
history as consisting entirely of statements by “lobbyists” and
“non-legislators” such as union representative Lester Schoene
and former RRB Chairman Murray Latimer.

The union intervenors

add that those individuals state elsewhere in the congressional
record that the proposed amendments were intended to provide
benefits for “unemployment due to sickness”, a phrase that the
union intervenors proffer as further evidence that the RUIA
preempts state benefits for unemployed workers only and not
employed workers who take temporary absences.

Healey, moreover,

rejects plaintiffs’ assertions of an “implicit labor-management
agreement” as unsupported in the legislative history.

-17-

Healey, the union intervenors and the federal government
conclude that the statutory text, purpose and legislative
history confirm that Congress did not intend the RUIA to preempt
state laws such as the ESTL.
c.

Findings by the Court

After careful consideration of the arguments presented, the
Court concludes that the statutory text of the RUIA reflects the
congressional intent that the RUIA preempt all state laws,
including the ESTL, which provide sickness-related benefits to
railroad workers who cannot work for sickness-related reasons.
The first inquiry is whether the presumption against
preemption applies in preemption cases involving railroad labor
standards.

That issue is a matter of first impression in the

First Circuit. See Padgett v. Surface Transp. Bd., 804 F.3d 103,
108-09 (1st Cir. 2015) (declining to decide whether the
presumption against preemption applies to railroad health and
safety regulations).
This Court finds that the presumption against preemption
does not apply in preemption cases involving the establishment
of railroad labor standards.

The First Circuit has carved out

“matters of air transportation” as a field in which the
presumption against preemption does not apply. Brown, 720 F.3d
at 68.

In Brown v. United Airlines, Inc., 720 F.3d 60 (1st Cir.

2013), the First Circuit held that
-18-

the presumption against preemption only arises . . . if
Congress legislates in a field traditionally occupied by
the states.
In matters of air transportation, the
federal presence is both longstanding and pervasive;
that field is simply not one traditionally reserved to
the states. The Supreme Court has not suggested that
the presumption against preemption should be interposed
in that field, nor has the Court been hesitant to give
force to the ADA preemption provision. We see no reason
to hesitate here.
720 F.3d at 68 (internal citations and quotation marks omitted).
Likewise, the “longstanding and pervasive” federal regulation of
labor standards in the railroad transportation industry
signifies that the field of railroad labor standards “is simply
not one traditionally reserved to the states”. See id.

The

presumption against preemption, therefore, does not apply.
That finding does not contravene the principles set forth
in Wyeth v. Levine, 555 U.S. 555 (2009).

In Wyeth, the Supreme

Court found that
[i]n all pre-emption cases, and particularly in those in
which Congress has legislated . . . in a field which the
States have traditionally occupied, . . . we start with
the assumption that the historic police powers of the
States were not to be superseded by the Federal Act
unless that was the clear and manifest purpose of
Congress.
555 U.S. at 565 (internal quotation marks omitted).

A footnote

in the decision clarifies that the standard for applying the
presumption against preemption turns on the historic presence of
state law in the field, not the absence of federal regulation.
Id. at 565 n.3.

That clarification is consistent with the

-19-

finding of this Court that, due to the traditional federal
presence, there has been no historic state presence in the field
of railroad labor standards and thus the presumption does not
apply in those preemption cases.
Nor does the finding by this Court run afoul of the Supreme
Court’s decision in CSX Transp., Inc. v. Easterwood, 507 U.S.
658 (1993).

The Easterwood case concerned the preemptive effect

of § 434 of the Federal Railroad Safety Act (“FRSA”) of 1970
which provided that federal regulations may preempt state laws
relating to railroad safety. Easterwood, 507 U.S. at 664.

The

Supreme Court found that 23 C.F.R. pt. 924, which permitted
states to obtain federal funds if they justified their spending,
did not preempt state negligence laws requiring railroads to
maintain safe crossings. Id. at 667-68.

It explained:

In light of the relatively stringent standard set by the
language of § 434 and the presumption against preemption, and given that the regulations provide no
affirmative indication of their effect on negligence
law, we are not prepared to find pre-emption solely on
the strength of the general mandates of 23 CFR pt. 924.
Id. at 668.

This Court does not read that narrow finding to

require the application of the anti-preemption presumption in
preemption cases concerning railroad labor standards, a field in
which Congress has legislated since at least 1938. See Duquesne,
326 U.S. at 448 (finding that Congress enacted the first version
of the RUIA in 1938).

-20-

In any event, the Court finds that the statutory text of
the RUIA reflects clear congressional intent that the RUIA
preempt all state laws, including the ESTL, that relate to
sickness benefits for railroad workers.
The first two sentences of the RUIA preemption provision in
§ 363(b) indicate that Congress, in enacting the RUIA, made
“exclusive provision” for the payment of “sickness benefits for
sickness periods” and prohibited employees from asserting rights
to “sickness benefits under a sickness law of any State with
respect to sickness periods”. § 363(b).

The plain textual

meaning is clear: Congress intended the RUIA to serve as the
“exclusive” source of all sickness benefits for railroad
employees and to preclude the employees from claiming rights to
sickness benefits under any state sickness law.
The general and unqualified references to “sickness
benefits” and “sickness law” demonstrate that Congress intended
the express preemption provision to apply to all state sickness
benefits and sickness laws, not just state sickness benefits
which duplicate the RUIA’s benefits and state sickness laws
which exactly replicate the RUIA.

There is no indication in the

ordinary meaning of the statutory language that Congress
intended to limit the scope of the express preemption clause to
state laws offering benefits identical to RUIA benefits.

-21-

A plain reading of the third sentence of § 363(b) confirms
those findings.

It clearly states that the application of state

unemployment and sickness laws to RUIA-qualifying employment
would unduly burden, and unduly interfere with the effective
regulation of, interstate commerce. § 363(b).

The Court is

persuaded by plaintiffs that the text references § 362(g) and
its system of mutual reimbursement in recognition of the
possibility that railroad workers may receive sickness benefits
based on non-railroad employment, rather than in anticipation of
state sickness laws such as the ESTL.

This Court concludes that

Congress reasonably intended that all state sickness laws,
without qualification, would unduly burden and interfere with
federal regulation and should thus be preempted.
In sum, the statutory text of the RUIA reflects the clear
intent of Congress to preempt all state sickness-related laws
which include the ESTL.

If Congress had intended otherwise, it

could have used language which clearly and directly restricted
the scope of RUIA preemption. See Kellogg Brown & Root Servs.,
Inc. v. United States ex rel. Carter, 135 S. Ct. 1970, 1977
(2015)(“If Congress had meant to make such a change, we would
expect it to have used language that made this important
modification clear to litigants and courts.”); Franklin Cal.
Tax-Free Trust v. Puerto Rico, 805 F.3d 322, 338 (1st Cir.
2015)(“If Congress had wanted to exclude Puerto Rico from
-22-

§ 903(1), it would have done so directly without relying on the
creativity of parties arguing before the courts.”).
The Court declines to rely upon the legislative history
because its finding on the plain textual meaning of the RUIA
which “necessarily contains the best evidence of Congress’ preemptive intent”, see Easterwood, 507 U.S. at 664, is
dispositive.
Accordingly, plaintiffs’ motion for summary judgment with
respect to the RUIA claim will be allowed.

The motions for

summary judgment of defendant and the union intervenors as to
the RUIA claim will be denied.
ORDER

For the foregoing reasons, plaintiffs’ motion for summary
judgment on Count 1 (Docket No. 29) is ALLOWED, defendant’s
motion for summary judgment on Count 1 (Docket No. 45) is DENIED
and the union intervenors’ motion for summary judgment on Count
1 (Docket No. 48) is DENIED.
So ordered.
/s/ Nathaniel M. Gorton
Nathaniel M. Gorton
United States District Judge
Dated July 13, 2016

-23-