                     United States Court of Appeals
                              FOR THE EIGHTH CIRCUIT
                                 ________________

                                    No. 02-3843
                                 ________________

Iowa Network Services, Inc.,                *
                                            *
             Appellant,                     *
                                            *      Appeal from the United States
      v.                                    *      District Court for the
                                            *      Southern District of Iowa.
Qwest Corporation,                          *
                                            *              [PUBLISHED]
             Appellee.                      *

                                 ________________

                                 Submitted: October 23, 2003
                                     Filed: April 7, 2004
                                 ________________

Before BYE, HANSEN, and MELLOY, Circuit Judges.
                         ________________

HANSEN, Circuit Judge.

       Iowa Network Services, Inc. (INS) brought suit against Qwest Corporation
(Qwest) in federal district court seeking to collect amounts allegedly due under INS's
federal and state telecommunications tariffs for services INS provided in connecting
wireless calls to rural Iowa local telephone companies. The district court dismissed
the action as precluded by the Iowa Utility Board's prior decision that INS's tariffs did
not apply to the services provided. INS appeals the dismissal, and we reverse and
remand for further proceedings.
                                          I.

        Individual telephone companies provide local telephone service or "telephone
exchange service" to customers within the telephone company's local exchange area.
A number of small independently owned telephone companies provide much of the
local telephone exchange service to the residents of Iowa. Each company serves a
well-defined localized geographic area, and the companies are referred to as local
exchange carriers or LECs. See 47 U.S.C. § 153(26) (defining "LEC"). Qwest,
providing both local and long-distance telephone service in Iowa and fourteen other
states, is also a LEC to the extent that it supplies local telephone service in many
Iowa communities. LECs typically own the wires, computer switches, and related
facilities needed to provide telephone service to their customers. In 1987, nearly 150
of the small, independently-owned LECs in Iowa joined together and formed INS.
Membership in INS allows each independent LEC to utilize INS's expanded
centralized network as its own. Qwest is not a member of INS.

       Even after the 1980s breakup of the AT&T telecommunications monopoly,
which, inter alia, divested AT&T of its local exchange carriers, local telephone
service continued to be viewed and operated as a natural monopoly, with state utility
boards, or commissions, giving one local telephone service provider exclusive
coverage of a given geographic area. The Telecommunications Act of 1996 (1996
Act), 47 U.S.C. §§151-615b, fundamentally restructured local telephone markets and
the regulatory scheme that governed them. No longer could states enforce laws that
impeded competition in the local markets. No longer was the local market to be
viewed as a natural monopoly with only one authorized provider of local telephone
service. To the contrary, the 1996 Act required local exchange carriers to facilitate
local competition by sharing their networks with their new competitors. The 1996
Act also thrust the federal government into the local telephone market regulatory
arena, which had previously been the exclusive domain of the states. MCI
Telecomm. Corp. v. Bell Atl. Pa., 271 F.3d 491, 497 (3d Cir. 2001) ("The Act

                                          2
requires that local service, which was previously operated as a monopoly overseen
by the several states, be opened to competition according to standards established by
federal law."), cert. denied, 537 U.S. 941 (2002). The new relationship between the
federal government (through the Federal Communications Commission (FCC)), the
federal courts, and the state commissions in regulating local telephone markets and
the competing providers of telephone services in those markets is at the heart of this
case.

       As relevant to this case, there are two types of charges which one carrier can
extract from another for the provision of telecommunication services. The first deals
with local telephone service. As noted above, one of the primary purposes of the
1996 Act was to promote competition in the local telephone service market. To
facilitate that purpose, the Act requires incumbent LECs1 (ILECs) to interconnect
with another carrier providing local telephone service to a person within the ILEC's
local exchange. See 47 U.S.C. § 251(c)(2) (providing that each ILEC has "[t]he duty
to provide, for the facilities and equipment of any requesting telecommunications
carrier, interconnection with the [LEC's] network for the transmission and routing of
telephone exchange service and exchange access" with quality at least equal to that
provided the ILEC's own customers and at reasonable rates and conditions). Without
the interconnection requirement, a competing new LEC would not be able to connect
its customers to a customer served by the ILEC without building its own
infrastructure to serve both customers. Under the 1996 Act, the amount an ILEC can
charge for allowing a competitor to use its infrastructure to deliver a local call is to
be determined by an interconnection agreement negotiated (or imposed by arbitration)
between the ILEC and the interconnecting carrier that has been approved by the state
commission. See 47 U.S.C. §§ 251(c)(1); 252(e).


      1
      An incumbent LEC is the LEC that was in existence and providing local
exchange service to a given area on the effective date of the 1996 Act, February 8,
1996. 47 U.S.C. § 251(h).
                                           3
       The second type of charge is the access fee charged by common carriers for use
in carrying long-distance telecommunications via their infrastructure, or toll services.
See 47 U.S.C. §§ 201 (requiring common carriers engaged in interstate
communication to furnish communication service upon request, to establish physical
connections with other carriers, and to establish through routes), 202 (prohibiting
discrimination related to the use of common carrier lines of communication). A
common carrier must file with the FCC a schedule of all of its charges for interstate
wire and radio communication using its network before it may charge its customers
for the service. See 47 U.S.C. § 203(a). This schedule is the carrier's federal tariff.
Carriers file similar tariffs with the applicable state commission for long-distance
charges related to intrastate communications.

       This dispute arises from the growing use of wireless telecommunications
(commonly referred to as cell phone or mobile phone services). Commercial Mobile
Radio Service (CMRS) providers offer radio communication services between land
stations and mobile receivers. See 47 C.F.R. § 20.3. Traditional notions of "local
exchange areas" do not fit neatly into this new world of wireless communications.
For wireless communications, the country is divided into Major Trading Areas
(MTAs) rather than local exchange areas. Thus, the local calling area for a cell phone
user is determined by the cell phone user's MTA. See 47 C.F.R. § 51.701(b)(2). The
MTA for Iowa is the Des Moines MTA, which encompasses virtually all of Iowa and
small portions of its neighboring states. IntraMTA traffic originates and terminates
within the same MTA, while interMTA traffic originates in one MTA and terminates
in another.2 We are concerned in this case with the charges applicable to intraMTA
traffic.


      2
       The determination of whether a call is interMTA or intraMTA is made when
the call is first connected, although a wireless user may travel into another MTA
during the duration of the call.
                                           4
       This case involves traffic which occurs when a cell phone user located within
the Des Moines MTA initiates a call to a land-line customer of one of the Iowa
independent LECs, and the cell phone user's CMRS provider uses Qwest's network
to transport the call to INS's network for final termination on the LEC's infrastructure
to the called party. Between the 1980s and 1999, Qwest paid INS the access charges
established by INS's relevant tariffs for INS's services in transporting the calls that
Qwest received from a CMRS provider and handed off to INS for delivery to and
termination at an independent ILEC customer via INS's network. Qwest also paid
termination fees to the ILEC pursuant to the independent ILECs' tariffs. Three years
after passage of the 1996 Act, however, Qwest took the new position that wireless
calls originating and terminating within the Des Moines MTA were local rather than
long-distance calls, and thus were not subject to the tariffed access charges imposed
by either INS or the terminating ILEC. Rather, according to Qwest, INS had to look
to the CMRS provider for payment pursuant to a reciprocal compensation
arrangement as required by the 1996 Act. See 47 U.S.C. § 251(b)(5).

       For its new position, Qwest relied upon an order issued by the FCC. Pursuant
to the 1996 Act's requirements, the FCC issued its First Report and Order
implementing the Act's local competition provisions. See In re Implementation of the
Local Competition Provisions in the Telecommunications Act of 1996,
Interconnection Between Local Exchange Carriers and Commercial Mobile Radio
Service Providers, First Report and Order, 11 FCC Rcd. 15499 (1996) (hereinafter
"First Report and Order"). The order was in response to the 1996 Act's direction to
the FCC to "'establish regulations to implement the requirements' of § 251, that is, the
requirements to advance local competition." GTE South, Inc. v. Morrison, 199 F.3d
733, 737 (4th Cir. 1999) (quoting 47 U.S.C. § 251(d)(1)). The order specifically
addressed the billing of calls originated by a wireless provider and delivered to a LEC
within the same MTA. First Report and Order at 16013-019, ¶¶ 1035-1045. The FCC
decreed that "traffic to or from a CMRS network that originates and terminates within
the same MTA is subject to transport and termination rates under section 251(b)(5)

                                           5
[requiring LECs to establish reciprocal compensation arrangements], rather than
interstate and intrastate access charges." Id. at ¶ 1036. The FCC also found that "the
reciprocal compensation provisions of section 251(b)(5) for transport and termination
of traffic do not apply to the transport or termination of interstate or intrastate
interexchange traffic." Id. ¶ 1034. "Interexchange traffic" is a term of art which
correlates to what consumers would traditionally consider to be "long-distance"
telephone service for which "toll charges" are incurred; an interexchange carrier
(IXC) is a long-distance carrier who provides intrastate or interstate long-distance
communications services between local exchange areas. Qwest argued that paragraph
1036 of the First Report and Order controlled, precluding INS from charging access
charges for the relevant traffic. INS countered that paragraph 1034 governed, based
on the premises that Qwest is an IXC, the traffic is interexchange traffic, and Qwest
was using trunk lines it had designated for long-distance traffic to handle the CMRS
originated calls.

       Unable to come to an agreement on how to treat the traffic, in September 1999,
Qwest stopped paying for access charges billed by INS (dating back to April 1999)
that Qwest determined were related to intraMTA wireless-originated calls and sought
a declaratory order from the Iowa Utilities Board (IUB or "the Board") that Qwest
was not liable for such access charges. The IUB determined that factual disputes and
the complexity of the issues regarding the proper treatment of the transported traffic
at issue precluded issuance of the requested order and docketed the matter as a
contested case, allowing INS to intervene. In the contested case, Qwest, in addition
to the declaratory order, sought a refund of access charges it had paid to INS for the
24-month period prior to April 1999. INS in turn sought payment of the access
charges Qwest had refused to pay from April 1999 through the time of the hearing.



      The IUB held extensive hearings, including technical workshops, to better
understand the parties' claims. The presiding officer entered a proposed decision and

                                          6
order in which she determined that the traffic at issue was local traffic pursuant to the
First Report and Order paragraph 1036, and ruled that the access tariffs did not apply.
The IUB rejected INS's reliance on paragraph 1034. The IUB determined that the
FCC's reference to an IXC was to a traditional IXC that had an established billing
relationship with either the originating caller or the end-user, whom the IXC could
bill. Because Qwest did not have such a relationship with either the calling or the
called parties in the traffic at issue, Qwest was not an IXC. The IUB determined that
Qwest provided an indirect connection, not toll services. The presiding officer
determined that the CMRS providers and the LECs should negotiate and enter an
interconnection agreement, including a reciprocal compensation arrangement, related
to the traffic. The presiding officer stated that the parties should operate on a bill-
and-keep basis pursuant to regulation, at least until an imbalance could be shown
justifying charges for the traffic. "[B]ill-and-keep arrangements are those in which
neither of the two interconnecting carriers charges the other for the termination of
telecommunications traffic that originates on the other carrier's network," 47 C.F.R.
§ 51.713(a), and are appropriate when "the amount of telecommunications traffic
from one network to the other is roughly balanced with the amount of
telecommunications traffic flowing in the opposite direction," id. § 51.713(b).

        The presiding officer denied Qwest's request for a refund for the prior 24
months because she found that the parties had agreed to use the rates previously
charged by INS, at least until the time that Qwest formally disputed them as of April
1999. She further determined that if the CMRS providers wanted to exchange traffic
with the LECs, they should enter an interconnection agreement with the LECs, and
that if the CMRS providers wished to use INS's facilities to indirectly connect with
the LECs, then INS was entitled to compensation for its indirect transport services
and should be included in the negotiations for the agreement. The presiding officer
determined that the terms of the interconnection agreement should apply
prospectively from April 1999. Thus, while the IUB rejected INS's request for the
payment of funds withheld by Qwest since April 1999, it did determine that INS was

                                           7
entitled to be compensated by the CMRS providers for the transport services Qwest
refused to pay since April 1999 at the rate ultimately determined to apply to such
traffic going forward.

        INS appealed the presiding officer's proposed decision and order to the full
Board, which affirmed, making the Board's action final. Instead of appealing the final
IUB decision to the Iowa courts, see Iowa Code §§ 476.13, 17A.19, or bringing an
action challenging the IUB's decision in federal court pursuant to the Act, INS
brought this rather ordinary collection action in federal district court. INS brought
claims based on alleged violations of its federal and state tariffs as well as an unjust
enrichment claim. INS sought payment of charges billed and allegedly owed under
both its federal and state tariffs for the time period beginning in April 1999, or
alternatively, damages for the unjust enrichment received by Qwest in using INS's
facilities without paying for them. The district court determined that the claims based
on INS's tariffs had been decided by the IUB when it decided that the traffic was local
and not subject to tariff charges, and consequently were barred by the doctrine of res
judicata. It further determined that INS failed to state a claim for unjust enrichment.
The district court granted Qwest's motion to dismiss, and INS appeals.

                                    II. Res Judicata

       We begin by focusing on the issue before us. The merits of INS's claims
stemming from its tariffs are not before this court. We have before us only the district
court's determination that INS's claims are precluded by the IUB's decision. Because
the relevant prior judgment was a state of Iowa administrative proceeding, we apply
Iowa's res judicata or claim preclusion law. See Canady v. Allstate Ins. Co., 282 F.3d
1005, 1014 (8th Cir. 2002) ("[I]t is fundamental that the res judicata effect of the first
forum's judgment is governed by the first forum's law, not by the law of the second
forum." (internal quotation marks omitted)). Under Iowa law,



                                            8
      a valid and final judgment on a claim precludes a second action on that
      claim or any part of it. The rule applies not only as to every matter
      which was offered and received to sustain or defeat the claim or
      demand, but also as to any other admissible matter which could have
      been offered for that purpose.

Arnevik v. Univ. of Minn. Bd. of Regents, 642 N.W.2d 315, 319 (Iowa 2002)
(internal citations omitted). Iowa courts look for three factors in applying the defense
of claim preclusion: "[1] the parties in the first and second action were the same; [2]
the claim in the second suit could have been fully and fairly adjudicated in the prior
case; and [3] there was a final judgment on the merits in the first action." Id. (citing
50 C.J.S. Judgment §§ 702, 703 (1997)).

        INS argues that the doctrine of claim preclusion does not apply because the
first judgment was entered by a state administrative agency and was unreviewed in
state court. Iowa courts follow the general rule that gives preclusive effect to
adjudications by administrative agencies. See Gardner v. Hartford Ins. Accident &
Indem. Co., 659 N.W.2d 198, 207 (Iowa 2003). The Supreme Court of the United
States has also allowed unreviewed state administrative decisions to be given
preclusive effect, but only when doing so did not contradict congressional intent as
to the interplay between federal court jurisdiction and state agency findings. Univ.
of Tenn. v. Elliott, 478 U.S. 788, 794-95 (1986) (considering whether preclusive
effect should be given to an unreviewed state agency's fact-finding with respect to
Title VII case, even though 28 U.S.C. § 1738, requiring federal courts to give full
faith and credit to state court judgments, does not apply to unreviewed state
administrative findings). In the interpretation of a federal statute, the question of
whether a state administrative agency's decision should be given preclusive effect is
"not whether administrative estoppel is wise but whether it is intended by the
legislature." Astoria Fed. Sav. & Loan Ass'n v. Solimino, 501 U.S. 104, 108 (1991).
The Court held that the Age Discrimination in Employment Act's (ADEA) "filing
requirements make clear that collateral estoppel is not to apply," id. at 110-11, where

                                           9
the ADEA requires a petitioner to exhaust state administrative remedies, if available,
before seeking redress in federal court, id. at 111 (citing 29 U.S.C. § 633(b)). That
scheme "plainly assume[s] the possibility of federal consideration after state agencies
have finished theirs." Id.

       The Court began with the premise that "where a common-law principle is well
established, as are the rules of preclusion, the courts may take it as given that
Congress has legislated with an expectation that the principle will apply except when
a statutory purpose to the contrary is evident." Id. at 108 (internal quotation marks
and citations omitted). Stated another way, "common law doctrines [of res judicata
and issue preclusion] . . . are trumped by the Supremacy Clause if the effect of the
state court judgment or decree [or administrative ruling] is to restrain the exercise of
the United States' sovereign power by imposing requirements that are contrary to
important and established federal policy." Arapahoe County Pub. Airport Auth. v.
FAA, 242 F.3d 1213, 1219 (10th Cir.) (holding that FAA was not precluded from
reviewing ban imposed by airport authority for compliance with federal law even
though state supreme court had previously upheld ban, where federal concerns were
clearly preeminent in field of aviation regulation), cert. denied, 534 U.S. 1064 (2001).
Thus, the Astoria rule prevents application of res judicata in this case if Congress so
intended within the context of the Telecommunications Act of 1996, 47 U.S.C. §§
151-615b.

       Our review of the 1996 Act convinces us that Congress intended to supplant
the common law principles of claim preclusion when it enacted the 1996 Act, at least
with respect to the issues here involved. It is worth repeating that the issue
determined by the IUB was that the intraMTA traffic between the CMRS providers
and wireline ILECs, using Qwest's and INS's transmission facilities, involved local
traffic rather than long-distance toll service, and as such, reciprocal compensation
under § 251(b)(5) rather than tariffed access charges applied to the traffic.



                                          10
       There can be no doubt that in the 1996 Act Congress greatly expanded the
federal government's involvement in the telecommunications industry, even into areas
such as local exchange service that previously had been left to state regulation.
"Through the Telecommunications Act of 1996 Congress has opened the door to
competing local exchange carriers and has inserted both the Federal Communications
Commission (FCC) and the federal courts into the previously state-regulated
monopoly." Ill. Bell Tel. Co. v. Worldcom Techs., Inc., 179 F.3d 566, 568 (7th Cir.
1999) (holding that § 252(e)(6) gave the federal court jurisdiction to review whether
a state agency determination–that the parties' interconnection agreement intended to
subject calls placed to internet service providers to reciprocal compensation–violated
federal law), cert. dismissed, 535 U.S. 682, and cert. denied, 535 U.S. 1107 (2002);
see also AT&T Corp. v. Iowa Until. Bd., 525 U.S. 366, 381 n.8 (1999) ("Congress,
by extending the Communications Act into local competition, has removed a
significant area from the States' exclusive control.").

       Congress was well aware of the existing jurisdictional authority split between
the federal government and state governments concerning various aspects of the
telecommunications industry when it drafted the 1996 Act. For instance, the 1996
Act specifically retains a state commission's jurisdiction over local exchange service,
even if a portion of that service includes interstate communication. See § 221(b)
("[N]othing in this chapter shall be construed to apply, or to give the Commission
jurisdiction, with respect to charges, classifications, practices, services, facilities, or
regulations for or in connection with wire, mobile, or point-to-point radio telephone
exchange service . . . in any case where such matters are subject to regulation by a
State commission . . . ."). However, Congress expressly exempted the states'
authority concerning local exchange service with respect to mobile services:
"[n]otwithstanding . . . § 221(b) of this title, no State or local government shall have
any authority to regulate the entry of or the rates charged by any commercial mobile
service . . . ." § 332(c)(3)(A).



                                            11
       In addition, Congress specifically delegated to federal district courts the task
of reviewing state agency determinations made pursuant to § 252. See § 252(e)(6).
The scheme developed by the 1996 Act requires all ILECs to interconnect with a
requesting telecommunications carrier for the transmission of telephone exchange
service and to enter an interconnection agreement, including the establishment of
reciprocal compensation arrangements for the transport and termination of
communications. See § 251(b)-(c). Section 252 deals with the formation of the
interconnection agreements, which may be reached by negotiation or arbitration. See
§ 252(a)-(b). Once reached, interconnection agreements must be approved by the
relevant state commission. § 252(e)(1). If the state commission fails to act on the
agreement, either approving or rejecting it, the FCC "shall assume the responsibility
of the State commission." § 252(e)(5). If the state commission acts either to approve
or reject an agreement, the aggrieved party may bring an action in an appropriate
federal district court. § 251(e)(6). We have previously construed this provision to
allow a federal district court to review a state commission's interpretation of an
interconnection agreement, in addition to reviewing a state commission's approval or
rejection of an agreement. See Southwestern Bell Tel. Co. v. Connect Commun.
Corp., 225 F.3d 942 (8th Cir. 2000). The Supreme Court declined to reach the issue
of whether § 252(e)(6) specifically grants federal courts jurisdiction to review a state
commission's interpretation of interconnection agreements, but held that in no event
did the provision divest federal courts of their jurisdiction under the general federal
question statute. See Verizon Md., Inc. v. Pub. Serv. Comm'n of Md., 535 U.S. 635,
643-44 (2002) (federal courts have jurisdiction under 28 U.S.C. § 1331 to review
claim that state commission violated federal law in determining that interconnection
agreement included calls placed to ISP providers as local calls subject to reciprocal
arrangement, refusing to address issue of whether 47 U.S.C. § 251(e)(6) separately
gave federal courts power to review state commissions' interpretation of
interconnection agreement).




                                          12
       The IUB decision here did not involve the approval, rejection, or even the
interpretation of an interconnection agreement; none exists. Rather, it involved the
IUB's determination that the traffic at issue–intraMTA traffic–is local traffic subject
to a reciprocal compensation arrangement rather than toll service subject to access
charges. The IUB recommended that the CMRS providers and the LECs enter an
interconnection agreement, which agreement was to be premised on the IUB's
determination that the traffic at issue was subject to reciprocal compensation. It
further stated that if the CMRS providers intended to connect indirectly with the
LECs through Qwest or INS, then they had to include those parties in the agreement.
As to the parties to the interconnection agreement, assuming one is ever reached, the
IUB's determination that the traffic at issue is subject to reciprocal compensation will
eventually be reviewable within the context of any federal court § 252(e)(6)
proceedings that may be instituted.

        But the lack of an interconnection agreement reviewable pursuant to the federal
courts' exclusive jurisdiction established by § 252(e)(6) does not give the IUB's
determination in this case preclusive effect. To the contrary, consider the scenario
that will exist if the CMRS providers do enter interconnection agreements with the
independent LECs and include INS in the negotiations and agreement. Once the
agreement is either approved or rejected by the IUB, any aggrieved party is directed
by Congress to bring an action in federal court to challenge the IUB's determination
that the agreement is, or is not, in compliance with §§ 251 and 252. Where does the
IUB's original determination, at issue here, then come into play? Can it bind the
federal district court's reviewing hands? It certainly should not have preclusive effect
in that scenario, and we cannot see how it can have preclusive effect in the present
litigation.

      Federal courts have the ultimate power to interpret provisions of the 1996 Act,
including whether § 251(b)(5)'s reciprocal compensation requirement applies to the
wireless traffic at issue here, even though this case is not brought within the context

                                          13
of a § 252(e)(6) proceeding. See GTE North, Inc. v. Strand, 209 F.3d 909, 916-17
(6th Cir.), cert. denied, 531 U.S. 957 (2000). In GTE North, during the pendency of
a § 252(b) arbitration proceeding involving GTE as the ILEC, the Michigan Public
Service Commission initiated state administrative proceedings against GTE and other
ILECs to establish general terms of interconnection. Within that administrative
proceeding, the state commission ordered GTE to publish tariffs in which GTE would
offer to sell its network elements at rates predetermined by the state commission.
GTE appealed that order, which was affirmed by the Michigan Court of Appeals.
GTE then sued the state commission in federal court, alleging that the state
commission violated federal law in ordering GTE to publish the tariff. The district
court dismissed for lack of jurisdiction, finding that § 252(e)(6) precluded federal
review until the state commission made a determination either approving or rejecting
an interconnection agreement pursuant to § 252. The Sixth Circuit reversed, holding
that the district court had jurisdiction under 28 U.S.C. § 1331 to review the state
commission's order that was not part of a 47 U.S.C. § 252 interconnection
proceeding. Id. at 915-16. To preclude federal court review of a non-§ 252 order on
the basis that the order would eventually make its way into a reviewable
interconnection agreement would circumvent Congress's decision to establish federal
procedures for negotiating interconnection rights and to concentrate final judicial
review of interconnection agreements in federal courts. Id. at 918. The court held
"that federal review is available under § 1331 to determine whether state commission
orders violate federal law except in cases in which the challenged regulatory action
is clearly an interlocutory order arising out of § 252 proceedings." Id. at 919.

       Here, the IUB was indisputably interpreting federal law. As noted by the
Supreme Court,"there is no doubt . . . that if the federal courts believe a state
commission is not regulating in accordance with federal policy they may bring it to
heel." AT&T Corp., 525 U.S. at 378 n.6. Given this regulatory landscape, we hold
that the district court erred in giving preclusive effect to the IUB's determination that



                                           14
the traffic at issue here was subject to reciprocal compensation pursuant to
§251(b)(5).

       The IUB proceedings involved more parties than are involved in this litigation.
As stated above, Qwest filed a declaratory action, which the IUB converted into a
contested case. Parties intervening in the contested case included INS, the Iowa
Telecommunications Association (ITA), the Rural Iowa Independent Telephone
Association (RIITA), four wireless providers, and two independent local exchange
carriers. Following the IUB's decision, RIITA, an association of independent rural
telephone companies, brought a federal action challenging the IUB's order that its
members, the ILECs, were required to enter interconnection agreements with the
CMRS providers and apply reciprocal compensation arrangements to the intraMTA
traffic at issue. RIITA named the IUB and the individual board members as
defendants in its federal district court case. Qwest was allowed to intervene in
support of the IUB's decision. The district court dismissed the case for lack of
jurisdiction under the Hobbs Act, 28 U.S.C. § 2342(1), finding that RIITA's challenge
was really to the final order entered by the FCC, and as such, original jurisdiction
belonged in the United States Court of Appeals. In our companion case, Rural Iowa
Indep. Tel. Ass'n v. Iowa Utils. Bd., No. 02-4060, 2004 WL 635523 (8th Cir. Apr. 1,
2004), we reversed the district court and remanded the case back to the district court
to decide the remaining issues. We held that RIITA's federal action did not in fact
challenge the FCC's order, but rather the IUB's interpretation of it. Id. at *2.

       The inconsistency that would result if we allowed the IUB's decision to have
preclusive effect in this case while we remand the companion case for further
consideration by the district court reinforces our decision that the IUB's decision
should not be given preclusive effect in this case. Granted, the parties did not argue
that the IUB's decision should be granted preclusive effect in the companion case, but
the argument Qwest did make is equally telling. Qwest strenuously argued that the
IUB's interpretation was governed, in fact controlled, by 47 U.S.C. § 251(b)(5) and

                                         15
the FCC's implementing regulations. (Qwest Br. at 26.) Congress gave the authority
to interpret § 251(b)(5) to the federal courts. To hold that the district court was bound
by the IUB's determination in this case, but allow the district court in the companion
case to reach the federal issues, could result in an inconsistency we cannot condone.

       We point out that our holding is narrow–it is limited to the district court's
decision that it was bound by the IUB's determination on principles of res judicata.
That is not to say that we think the IUB erred in interpreting federal law; we express
no opinion there. Rather, we remand the case to the district court for further
proceedings, as that court is best poised for evaluating the parties' remaining
arguments.

                                III. Unjust Enrichment

      The district court granted Qwest's motion to dismiss INS's unjust enrichment
claim for failure to state a claim.

      We review de novo a district court's grant of a motion to dismiss for
      failure to state a claim under Rule 12(b)(6). A complaint should not be
      dismissed for failure to state a claim unless it appears beyond doubt that
      the plaintiff can prove no set of facts in support of his claim which
      would entitle him to relief. A complaint must be viewed in the light
      most favorable to the plaintiff and should not be dismissed merely
      because the court doubts that a plaintiff will be able to prove all of the
      necessary factual allegations.

Krentz v. Robertson, 228 F.3d 897, 905 (8th Cir. 2000) (internal citations and
quotation marks omitted).

      The district court found, as a matter of law, that Qwest was not a beneficiary
of INS's services because the traffic that passed along INS's network belonged to the
wireless providers, not to Qwest. The district court based its conclusion on the IUB's

                                           16
determination that the traffic at issue was local and as such was not subject to access
charges. (Add. at 33.) The district court determined that the only beneficiaries of
INS's network were the CMRS providers and their customers who made the calls, and
the ILECs and their customers who received the calls. (Add. at 35.)3

      Unjust enrichment is an equitable doctrine of restitution, wherein a plaintiff
"must prove the defendant received a benefit that in equity belongs to the plaintiff."
Slade v. M.L.E. Inv. Co., 566 N.W.2d 503, 506 (Iowa 1997). The doctrine is based
on the concept of an implied contract. However, "[a]n express contract and an
implied contract cannot coexist with respect to the same subject matter," and Iowa
courts refuse to imply a contract where an express contract exists. Chariton Feed &
Grain, Inc. v. Harder, 369 N.W.2d 777, 791 (Iowa 1985) (rejecting claim for unjust
enrichment where the controversy was covered by an express contract). Thus, to the
extent that the basis for INS's claim of unjust enrichment is covered by an express
contract, either in the form of a tariff or a reciprocal compensation arrangement, INS
cannot state a claim for unjust enrichment under Iowa law.

        As stated above, we are remanding this case to the district court to decide for
itself whether the traffic at issue is subject to access charges pursuant to INS's tariffs.
We likewise reverse and remand the district court's judgment dismissing the unjust
enrichment claim and leave the issue open on remand, as the proper treatment of the
claim depends on the disposition of INS's other claims.

      3
       We respectfully believe that the district court misstated the law in stating that
as an ILEC, Qwest was obligated to carry the CMRS traffic if requested to do so.
(Add. at 32.) An ILEC is an incumbent local exchange carrier. Although Qwest
serves as a LEC in certain communities to the extent it provides local telephone
service, and may even be an ILEC, a fact not developed on the record, it served
neither function with respect to the traffic here at issue. The CMRS traffic was not
directed to any of Qwest's local telephone customers; rather, Qwest served merely as
an intermediary carrying the traffic on its route to INS's member companies' local
telephone customers.
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                                        IV.

      We reverse the district court's judgment and remand for further proceedings not
inconsistent with this opinion.
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