REVITALIZING AUTO COMMUNITIES ENVIRONMENTAL RESPONSE TRUST, AND RACER PROPERTIES LLC v. NATIONAL GRID USA, NIAGARA MOHAWK POWER CORPORATION, CARRIER CORPORATION, RAYTHEON TECHNOLOGIES CORPORATION, FKA UNITED TECHNOLOGIES CORPORATION, GENERAL ELECTRIC COMPANY, FKA GENERAL ELECTRIC CORPORATION, BRISTOL-MEYERS SQUIBB COMPANY, NEW PROCESS GEAR, INC., MAGNA POWERTRAIN USA, INC., THOMPSON CORNERS, LLC, METALICO SYRACUSE REALTY, INC., METALICO NEW YORK, INC., GARDNER DENVER, INC., ONX1 LLC, ONONDAGA POTTERY COMPANY, SYRACUSE CHINA LLC, LIBBEY GLASS LLC, AMPARIT INDUSTRIES, LLC, 6181 THOMPSON ROAD, LLC, CARRIER CIRCLE BUSINESS COMPLEX LLC, TELESECTOR RESOURCES GROUP, INC., WESTERN ELECTRIC COMPANY, INCORPORATED, SYRACUSE LEPAGE LLC, LENNOX INDUSTRIES INC., SYRACUSE DEERE ROAD ASSOCIATES, LLC, JAGAR ENTERPRISES, INC., CALOCERINOS AND SPINA, C & S ENGINEERS, INC., JOHN DOES, B&B FAMILY LIMITED PARTNERSHIP, HAULER‘S FACILITY LLC, 6223 THOMPSON ROAD SUITE 1000 SYRACUSE, NY 13206, HONEYWELL INTERNATIONAL INC., 80 STATE STREET ALBANY, NY 122072543, LOCKHEED MARTIN CORPORATION, 6801 ROCKLEDGE DRIVE BETHESDA, MD 20817, NEW PROCESS GEAR, INC., 6600 NEW VENTURE GEAR DRIVE EAST SYRACUSE, NY 13507, NOKIA OF AMERICAN CORPORATION, 600 MOUNTAIN AVENUE MURRAY HILL, NJ 07974, NORTH MIDLER PROPERTIES LLC, 6041 SEWICKLEY DRIVE JAMESVILLE, NY 13078, NORTHEAST MANAGEMENT SERVICES, INC., C/O FLORINE BASILE, JR., PRESIDENT P.O. Box 1238 CICERO, NY 13039, NORTHERN INDUSTRIAL HOLDINGS, LLC, 1675 SOUTH STATE STREET SUITE B DOVER, DE 19901, THOMPSON LAWN, LCC, 7050 CEDARBAY ROAD FAYETTEVILLE, NY 13066, THOMPSON NW, LLC, 7050 CEDARBAY ROAD FAYETTEVILLE, NY 13066, UNITED STATES, CARLYLE AIR CONDITIONING COMPANY, INC., CHRYSLER GROUP LLC, COOPER CROUSE-HINDS, LLC, PRESTOLITE ELECTRIC INCORPORATED, DEERE & COMPANY, CENTER CIRCLES LLC, SOLVENTS AND PETROLEUM SERVICE, INC., ALERIS PARTNERS LLC, FULTON IRON & STEEL CO. INC., BURKO CORPORATION, EMPIRE PIPELINE CORPORATION, OLD CARCO LIQUIDATION TRUST, BY ITS TRUSTEE RJM I, LLC 251 LITTLE FALLS DRIVE WILMINGTON, DE 19808, OLD CARCO LLC, 555 CHRYSLER DRIVE AUBURN HILLS, MI 48236, HOFFMAN MACHINERY CORPORATION, 105 FOURTH AVENUE NEW YORK, NY 10003, OLD ELECTRIC, INC., AKA OLD PRESTOLITE, FKA PRESTOLITE ELECTRIC INCORPORATED
Docket No. 20-1931-cv
UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
August 18, 2021
August Term, 2020
Argued: May 28, 2021
ROBERT A. WIYGUL (Steven T. Miano, Peter V. Keays, on the brief), Hangley Aronchick Segal Pudlin & Schiller, Philadelphia, PA,
KRISTIN CARTER ROWE (Dean S. Sommer, on the brief), Young/Sommer LLC, Albany, NY,
for Defendants-Appellees 6181 Thompson Road, LLC; Amparit Industries, LLC; B&B Family Limited Partnership; Bristol-Myers Squibb Company; C & S Engineers, Inc.; Calocerinos and Spina; Carlyle Air Conditioning Company,
DOUGLAS H. ZAMELIS, Law Offices of Douglas H. Zamelis, Cooperstown, NY, for Defendant-Appellee Northeast Management Services, Inc.
CHARLES T. WEHLAND, Jones Day, Chicago, IL, James M. Gross, Jones Day, New York, NY, for Defendant-Appellee Lennox Industries, Inc.
Plaintiffs-Appellants Revitalizing Auto Communities Environmental Response Trust (“RACER Trust“) and RACER Properties LLC (together,
This case, though only in its infancy, has already mired the parties and the court in a procedural morass. Perhaps that is unsurprising, as it deals with the Comprehensive Environmental Response, Compensation, and Liability Act
Plaintiffs-Appellants Revitalizing Auto Communities Environmental Response Trust (“RACER Trust“) and RACER Properties LLC (together, “RACER“) were created during the General Motors Corporation (“GM“) bankruptcy pursuant to a Trust Consent Decree and Settlement Agreement, which was approved and entered by the United States Bankruptcy Court for the Southern District of New York, effective March 29, 2011 (the “2011 Agreement” or “Trust Consent Agreement“). GM, the Environmental Protection Agency (“EPA“), a number of states, and the Saint Regis Mohawk Tribe were also parties to the agreement. RACER was established and funded to clean up pollution in and around a number of former GM properties, including the former GM plant site at issue here, located in the Onondaga Lake region of New York.
RACER alleges that after the cleanup of the New York plant site began, the New York State Department of Environmental Conservation (“NYSDEC“) – and eventually the EPA – asked RACER to extend its cleanup efforts to an area not
RACER brought claims for cost recovery and contribution in the alternative under §§ 107(a) and 113(f) of CERCLA,
The district court (David N. Hurd, J.) dismissed RACER‘s complaint. As a threshold matter, the court concluded that, if the suit proceeded, RACER Trust‘s
On appeal, RACER contests all of those points and raises a number of other issues. We conclude that the district court was correct to require RACER Trust to substitute its trustee as plaintiff, because the trust lacks capacity to sue. On the merits, we hold that the district court erred in dismissing RACER‘s complaint at this early stage. RACER‘s § 107 claim is ripe because it is based on costs RACER
Accordingly, we VACATE and REMAND the district court‘s dismissal of RACER‘s CERCLA claims. We also VACATE and REMAND the district court‘s dismissal of RACER‘s state law claims so that the court may reconsider its ruling in light of this Opinion.
BACKGROUND
I. Factual Background
For many years, GM operated the Syracuse Inland Fisher Guide Plant (“IFG Plant“) in the Onondaga Lake region of New York. The Onondaga Lake
The IFG Plant subsite was further subdivided into two operable units (“OUs“) for purposes of the cleanup: OU-1 and OU-2. OU-1 is the site of the former IFG Plant. OU-2 consists of a 9,000 foot stretch of Ley Creek, a waterway adjacent to the former IFG Plant that flows into Onondaga Lake.
When the Onondaga Lake site was added to the National Priorities List in 1993, the EPA entered an agreement with New York‘s Department of Environmental Conservation (“NYSDEC“), designating it the lead agency for the site. In 1997, the NYSDEC and GM signed a consent order, in which GM agreed to conduct a remedial investigation/feasibility study to investigate and develop a plan to address pollution at the IFG Plant subsite.3 The 1997 consent order also
On June 1, 2009, GM declared bankruptcy. The bankruptcy proceedings addressed, among other issues, GM‘s environmental liabilities. On March 29, 2011, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court“) approved a Trust Consent Agreement among GM, the EPA, various states pursuing GM, and the Saint Regis Mohawk Tribe. The agreement created RACER Trust, which was charged with cleaning up 89 polluted sites – across 14 states – that were connected with GM, including OU-1 and OU-2 of the IFG Plant subsite. The trust set aside specific dollar amounts for the cleanup of each location, including approximately $22.57 million for OU-1 and $8.55 million for OU-2. The trust was designed to own and operate polluted properties formerly owned by GM, including OU-1, with the goal of eventually selling them for a productive or beneficial use.4 EPLET, LLC, (“EPLET“) was
By virtue of the Trust Consent Agreement, RACER Trust took over GM‘s remediation efforts and became responsible for rehabilitating OU-1 and OU-2. In 2013, RACER completed the remedial investigation/feasibility study for OU-2 that GM had agreed to undertake in 1997. In response, in March 2015, the EPA and the NYSDEC issued a Record of Decision describing the remediation activities they wished RACER to undertake with respect to OU-2. On October 27, 2015, RACER and the NYSDEC stipulated to a consent order in which RACER agreed to undertake the remediation activities outlined in the Record of Decision.
As RACER began the work outlined in the 2015 consent order, the NYSDEC directed RACER to sample the soil from an expanded area, outside the bounds of the original OU-2 site (the “expanded territory“). The sampling revealed that the expanded territory was also polluted. As a result, according to RACER, “[the NYSDEC] requested that RACER Trust remediate this additional area of approximately 22 acres.” Appellants’ Br. 7; see also J.A. 54 ¶ 27 (“[the NYSDEC] now seeks remediation of lands outside of the original geographic scope of the OU-2 remedial work“). RACER contends that remediating the
In December 2019, after RACER filed its complaint in this case, the EPA assumed lead agency status for the cleanup of OU-2. In September 2020, the EPA requested that RACER complete a feasibility study to assess alternatives for remediating OU-2 and the expanded territory, remediation which it believed RACER was responsible for under the 2011 Agreement. That communication enclosed a draft consent order. Finally, in April 2021, the EPA acknowledged that
II. Procedural Background
In October 2018, RACER filed a complaint in the United States District Court for the Northern District of New York against dozens of entities that allegedly contributed to pollution in the expanded territory. On April 30, 2019, RACER filed an amended complaint, which added new defendants. RACER sought cost recovery and contribution under CERCLA §§ 107 and 113, and also alleged a number of related state law claims. Finally, RACER sought a declaratory judgment holding Defendants liable for polluting the expanded territory.
On November 13, 2019, a group of Defendants jointly moved to dismiss the complaint pursuant to
On January 22, 2020, RACER opposed the motion. On March 16, 2020, the district court issued a text order observing that since the complaint was filed, the EPA had taken over from the NYSDEC as the lead agency for the site, and that RACER‘s claims were premised on the NYSDEC allegedly holding RACER exclusively responsible for the cleanup of the expanded territory. In light of that change in circumstances, the district court ordered RACER to file a sur-reply addressing “why th[e] Court should not grant summary judgment against plaintiffs because [the] EPA‘s assumption of command has rendered this case moot and/or unripe given that NYSDEC is no longer pursuing a remediation strategy rooted in compelling plaintiffs alone to conduct the environmental cleanup.” D. Ct. Dkt. 310. In response, RACER argued that the EPA‘s assumption of lead agency status did not have any “impact on the justiciability of the lawsuit,” because there had been no substantive change in enforcement policy. To the contrary, RACER contended that the EPA – like the NYSDEC – intended to require RACER to investigate the expanded territory as a prelude to
The court then turned to RACER‘s CERCLA § 107 claim for cost recovery. The court concluded that the claim was constitutionally ripe, because RACER had adequately alleged that it had spent money cleaning up the expanded territory. Id. at *8. However, the court held that the claim was nonetheless prudentially unripe because the EPA was investigating other potentially responsible parties, and the outcome of that investigation would clarify the scope of RACER‘s liability vis-à-vis other potentially responsible parties. Id. Moreover, the court reasoned that RACER would not suffer hardship from waiting for the EPA to proceed because, were it to continue pressuring RACER to remediate the expanded territory, RACER would be able to assert defenses available to it under
The court further concluded that RACER‘s CERCLA § 113 claim for contribution should also be dismissed without prejudice. The court reasoned that either, as RACER argued in advancing its § 107 claim, its liability to remediate the expanded territory was not contemplated by any prior agreement and therefore RACER failed to state a § 113 claim, or, if the 2011 Agreement did establish RACER‘s liability to remediate the expanded territory, then the § 113 claim was time-barred. Id. at *11-12. The court further held that “as to the unrepresented defendants and John Does . . . the same prudential ripeness analysis counsels in favor of dismissing [the] § 113 claims” because, if the EPA were to identify and pursue other responsible polluters of the expanded territory, that would clarify the scope of RACER‘s liability. Id. at *13. Ultimately, the court
Having dismissed RACER‘s federal claims, the district court declined to exercise supplemental jurisdiction over RACER‘s state-law claims and entered judgment accordingly. Id. at *13-14. This appeal followed.
DISCUSSION
We begin with the threshold issue of RACER‘s capacity to sue. We agree with the district court‘s conclusion that in order to proceed, RACER‘s trustee must be substituted as plaintiff. Turning next to RACER‘s CERCLA claims, we conclude that the district court erred in dismissing the § 107 claim as prudentially unripe. As to the § 113 claim, we vacate the district court‘s judgment. To the extent that judgment rested on the conclusion that the § 113 claim was prudentially unripe, we disagree for the same reasons that we conclude the § 107 claim is ripe. To the extent the district court‘s judgment rested on other grounds, the court failed to adequately explain its reasoning. Finally, as explained below, we decline to address the remaining issues that the parties raised, which should be decided by the district court in the first instance.
The district court concluded that RACER Trust lacks capacity to sue and that RACER Trust‘s trustee, EPLET, must be joined as a plaintiff. We review de novo the district court‘s interpretation of
On appeal, RACER contends that RACER Trust has the capacity to sue because
Under New York law, “an express trust vests in the trustee the legal estate,” and the trustee is the party with capacity to sue on behalf of the trust.
That conclusion brings us to the question of the proper remedy.
“[C]apacity to sue . . . is non-jurisdictional in nature,” Fund Liquidation Holdings LLC v. Bank of Am. Corp., 991 F.3d 370, 382 (2d Cir. 2021), and can be waived. See, e.g., Allan Applestein TTEE FBO D.C.A. v. Province of Buenos Aires, 415 F.3d 242, 245 (2d Cir. 2005). Although Defendants argued below that the case should be dismissed due to RACER Trust‘s lack of capacity, they now concede that “[t]he District Court correctly held that EPLET, as the trustee, must be joined and/or ratify this action as RACER‘s trustee for RACER to remain as a plaintiff.” Joint Appellees’ Br. 20 (internal quotation marks omitted).5 RACER has indicated that if this action is remanded, it will “add or substitute EPLET as a party,” satisfying the district court‘s condition. Appellants’ Br. 48.6 Moreover, we have previously held that dismissal should be avoided where, as here, it would lead to the trustee
II. CERCLA Claims
CERCLA‘s “dual goals [are] cleaning up hazardous waste and holding polluters responsible for their actions.” New York v. Next Millennium Realty, LLC, 732 F.3d 117, 124 (2d Cir. 2013).
A. Section 107 Claim
We review the district court‘s ripeness determination de novo. Connecticut v. Duncan, 612 F.3d 107, 112 (2d Cir. 2010).8 “Ripeness is a term that has been used
Here, the district court concluded that RACER‘s claim was constitutionally ripe because RACER adequately alleged that it had already spent funds cleaning up the expanded territory. Showing such expenditures is, moreover, a necessary element of a claim for cost recovery: The claimant must allege that costs have been incurred. Price Trucking Corp. v. Norampac Indus., Inc., 748 F.3d 75, 80 (2d Cir. 2014). We focus our attention on the second threshold criterion in dispute whether RACER‘s § 107 claim is prudentially ripe.9
Prudential ripeness, in contrast to constitutional ripeness, “constitutes an important exception to the usual rule that where jurisdiction exists a federal court must exercise it, and allows a court to determine that the case will be better decided later.” MTBE, 725 F.3d at 110 (internal quotation marks omitted). “In determining whether a claim is prudentially ripe, we ask whether the claim is fit for judicial resolution and whether and to what extent the parties will endure hardship if decision is withheld.” Id. (internal quotation marks and alterations omitted).
We begin by noting that many of Defendants’ arguments appear to be focused on whether RACER‘s claim for future costs is prudentially ripe. They argue, for example, that RACER‘s claim is “premature” because any costs RACER might incur are “contingent on future events,” namely, the Bankruptcy
First, the claim is fit for judicial decision. There is, as the district court properly acknowledged, “no future contingent event that is strictly necessary to resolv[e]” the claim. Revitalizing Auto Cmtys., 2020 WL 2404770 at *8; see also Nat‘l Org. for Marriage, Inc. v. Walsh, 714 F.3d 682, 691 (2d Cir. 2013). Unlike claims that
The district court concluded that because the EPA had “stated its intention to pursue other [polluters],” Revitalizing Auto Cmtys., 2020 WL 2404770 at *8, it would be better for all parties to wait for the EPA to proceed. But that conclusion fails to take account of several salient facts. First, it is not clear that the EPA‘s pursuit of other polluters would give RACER the opportunity to recover costs already spent. Moreover, the EPA has indicated that although it is “investigating several parties that it believes may potentially be legally responsible for performing or funding the remediation of [the expanded territory], in addition to
We are also persuaded that RACER would suffer hardship if required to wait for the EPA‘s investigation to proceed. The EPA is in “the early stages of [its] enforcement efforts” with regard to the expanded territory. Id. at 4. Defendants want RACER to wait for however long the EPA process takes before seeking cost recovery. But even setting aside the question of whether RACER‘s claims would become time-barred during that process, RACER would still be required to wait, possibly for years, before a court conclusively determines whether RACER could seek repayment for costs it has already incurred. That is a “present detriment” sufficient to constitute hardship, not “[t]he mere possibility of future injury.” Simmonds, 326 F.3d at 360.
Defendants’ arguments that the district court‘s conclusion should be affirmed are similarly unpersuasive. Defendants assert that RACER has not been ordered to remediate the expanded territory. But regardless of whether that is
Defendants also argue that the extent of RACER‘s legal authority to perform work in the expanded territory should be resolved before RACER is permitted to recover costs incurred in performing that work. That too is unpersuasive. As explained above, it may be the case that RACER acted improperly in undertaking the cleanup of the expanded territory without seeking authorization from the Bankruptcy Court. But that has little to do with RACER‘s claim against Defendants, which turns only on whether RACER incurred “necessary costs of response . . . consistent with the national contingency plan,”
Similarly, Defendants’ argument that RACER would have compelling defenses under the 2011 Agreement as to any liability to clean up the expanded territory does not affect the court‘s ability to resolve RACER‘s § 107 claim. Defendants argue that whether (and to what extent) the Bankruptcy Court will authorize RACER to clean up the expanded territory is “necessarily antecedent,” Joint Appellees’ Br. 32, to whether RACER is permitted to recover from Defendants. Not so. Defendants are neither parties to nor intended beneficiaries of the 2011 Agreement and cannot press the provisions of that agreement as a defense. And RACER may recover from Defendants regardless of whether the Bankruptcy Court approves the expenditures it has made.11
B. Section 113 Claim
We turn now to RACER‘s § 113 claim as to the expanded territory, which the district court dismissed without prejudice, because it was prudentially unripe as to the non-moving defendants, and it was either time-barred (if the 2011 Agreement established RACER‘s liability to clean up the expanded territory) or it failed to state a claim (if RACER‘s liability to clean up the expanded territory had not yet been resolved) as to the moving defendants. We review a district court‘s order on a motion to dismiss for any of those reasons de novo. Duncan, 612 F.3d at 112; Hernandez v. United States, 939 F.3d 191, 198 (2d Cir. 2019); Deutsche Bank Nat. Tr. Co. v. Quicken Loans Inc., 810 F.3d 861, 865 (2d Cir. 2015). We conclude that the district court erred in dismissing the claim.
a [polluter] that pays money to satisfy a settlement agreement or a court judgment may pursue § 113(f) contribution. But by reimbursing response costs paid by other parties, the [polluter] has not incurred its own costs of response and therefore cannot recover under § 107(a). As a result, though eligible to seek contribution under § 113(f)(1), the [polluter] cannot simultaneously seek to recover the same expenses under § 107(a).
Id. The United States Supreme Court and this court have further concluded that where a plaintiff‘s claim “fits squarely within the more specific requirements of § 113[],” the plaintiff cannot choose instead to proceed under § 107. Niagara Mohawk Power Corp. v. Chevron U.S.A., Inc., 596 F.3d 112, 127-28 (2d Cir. 2010) (holding that the plaintiff could not proceed under § 107 where a Consent Order between the NYSDEC and the plaintiff had given rise to a contribution claim under § 113); see also Territory of Guam v. United States, 141 S.Ct. 1608, 1611 (2021)
Here, RACER pleaded claims as to the expanded territory under §§ 107 and 113 in the alternative. On appeal, RACER explains that it believes it has not “resolved its liability to the United States or a State” as to the expanded territory, the prerequisite for § 113 claim, see
[I]f plaintiffs are correct in their argument that the expanded territory is not contemplated by any prior agreement, then there is no predicate settlement agreement for their § 113 claims and they have failed to state a claim. Alternatively, if any agreement did establish plaintiffs’ liability under CERCLA for the purposes of their seeking contribution, that agreement was plainly the 2011 Agreement, and not the 2015 Agreement. Thus plaintiffs’ § 113 claims fall well outside of the three-year statute of limitations. In either case, plaintiffs’ § 113 claims against the moving defendants and Honeywell must be dismissed without prejudice.
Revitalizing Auto Cmtys., 2020 WL 2404770 at *12. Later, the district court also concluded that RACER‘s § 113 claim was prudentially unripe as to the unrepresented defendants and John Does for the same reasons that its § 107 claim was unripe. Id. at *13. Finally, the district court stated in its conclusion that “plaintiffs’ claims are not ripe,” id. at *14, suggesting that its prudential ripeness determination served as the basis for dismissal of both of RACER‘s CERCLA claims. In short, the district court‘s decision does not make clear why it dismissed RACER‘s § 113 claim.
Alternatively, to the extent that the district court‘s dismissal rested on its conclusion that either RACER failed to state a claim under § 113 or that any such claim would be time-barred, the district court did not state that those are separate, individually sufficient reasons for dismissal. Instead, it merely concluded that one or the other must exist, even though each reason rests on a contradictory interpretation of the 2011 Agreement.
Moreover, to the extent that the § 113 claim is in fact time-barred, the proper response would be to dismiss the claim with prejudice, and to the extent that the current complaint fails to state a claim, the district court would need to
Therefore, because the district court did not conclusively address either issue, we conclude that the appropriate course of action is to vacate that portion of the district court‘s decision. As we have stated before, “[i]f the court fails to make findings and to give an explanation, and the reason for the court‘s ruling is not clear to us, we will remand for findings and an explanation.” Beckford v. Portuondo, 234 F.3d 128, 130 (2d Cir. 2000); see also id. (“[I]t is [not] our function to decide motions . . . in the first instance. . . .We are entitled to the benefit of the district court‘s judgment, which is always helpful and usually persuasive.“);
On remand, we leave this case in the able hands of the district court, which is best positioned to determine how the case should proceed. We note only a few additional points for the district court to consider. First, RACER has made clear that it is pursuing relief under §§ 107 and 113 in the alternative, as it has a right to do, see
Second, if the district court concludes that on the record before it, the § 113 claim fails to state a claim or is time-barred, it may enter judgment dismissing
Third, as we have previously explained, if a plaintiff has a claim that “fits squarely within the more specific requirements of § 113[],” the plaintiff cannot choose instead to proceed under § 107. Niagara Mohawk Power Corp., 596 F.3d at 127-28. Some of the Defendants argue that RACER cannot proceed under § 107 because it had a claim under § 113, albeit one that is now time-barred. See Lennox Appellees’ Br. 5-8. We leave it to the wise discretion of the district court whether that argument suggests that some consideration of the § 113 claim is warranted as a preliminary question in evaluating RACER‘s revived § 107 claim.
Finally, both parties urge us to address issues related to whether RACER has a viable § 113 claim as to OU-2. Some of the district court‘s observations in dicta might bear on whether such a claim would be viable. But that dicta, which, in any event, are found in the vacated portion of the district court‘s opinion
CONCLUSION
We conclude that the district court correctly ruled that the complaint must be amended to substitute EPLET, the trustee of RACER Trust, as plaintiff.
We VACATE and REMAND the district court‘s conclusions regarding RACER‘s §§ 107 and 113 claims. In particular, we conclude that both claims are prudentially ripe, and that to the extent the district court dismissed the § 113 claim for other reasons, it failed to adequately explain its reasoning. We decline to address the other threshold and merits issues raised by the parties, which the district court has not addressed in the first instance.
Finally, we VACATE and REMAND the district court‘s decision dismissing RACER‘s state law claims, which was premised on the dismissal of the federal claims. If the district court concludes that either of RACER‘s federal claims can proceed, it should also reconsider whether to exercise supplemental jurisdiction over the state law claims. As to RACER‘s claim for declaratory relief, although the district court was correct to observe that a claim for declaratory