                                PUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                               No. 12-2269


GAINES   MOTOR  LINES,   INC.;   B.A.H.   EXPRESS,  INC.;
FREIGHTMASTER, INC.; DAVID PHILLIPS TRUCKING CO.; H.G.
SMITH COMPANY, INC.; TRIANGLE TRANSPORT AND DISTRIBUTION
SERVICES, LLC; GRAHAM TRUCKING ENTERPRISES, INC.; BIG BEN
TRUCKING, LLC,

                 Plaintiffs - Appellants,

           and

SOUTHLAND TRANSPORTATION COMPANY,

                 Plaintiff,

           v.

KLAUSSNER FURNITURE INDUSTRIES, INC.,

                 Defendant – Appellee,

           and

SALEM   LOGISTICS   TRAFFIC    SERVICES,    LLC;   SALEM    LOGISTICS,
INC.,

                 Defendants.



Appeal from the United States District Court for the Middle
District of North Carolina, at Greensboro. James A. Beaty, Jr.,
District Judge. (1:09-cv-00302-JAB-JEP)


Argued:   September 18, 2013                 Decided:      October 30, 2013


Before SHEDD, DUNCAN, and KEENAN, Circuit Judges.
Vacated and remanded with instructions by published opinion.
Judge Duncan wrote the opinion, in which Judge Shedd and Judge
Keenan joined.


ARGUED: Robert D. Moseley, Jr., SMITH MOORE LEATHERWOOD LLP,
Greenville, South Carolina, for Appellants.   James Aaron Dean,
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC, Winston-Salem, North
Carolina, for Appellee.    ON BRIEF: C. Fredric Marcinak III,
SMITH MOORE LEATHERWOOD LLP, Greenville, South Carolina, Jon
Berkelhammer, SMITH MOORE LEATHERWOOD LLP, Greensboro, North
Carolina, for Appellants.    Michael Montecalvo, WOMBLE CARLYLE
SANDRIDGE & RICE, PLLC, Winston-Salem, North Carolina, for
Appellee.




                               2
DUNCAN, Circuit Judge:

      In this appeal, we address a question of first impression

in   this   circuit:   whether,    absent        a    federal   tariff,    federal

courts have subject matter jurisdiction over a motor carrier’s

breach of contract claim against a shipper for unpaid freight

charges.     For the reasons that follow, we find that the district

court lacked jurisdiction to adjudicate this dispute, and we

lack jurisdiction over this appeal.              Accordingly, we vacate the

district     court’s   opinion     and       remand     with    instructions   to

dismiss.


                                       I.

                                       A.

      Appellants     are   federally     licensed      motor    carriers   (“Motor

Carriers”)     who     transport       goods      in    interstate     commerce.

Appellee, Klaussner Furniture Industries, Inc. ("Klaussner"), is

a furniture company headquartered in Asheboro, North Carolina.

The parties, with the exception of Appellant Graham Trucking

Enterprises, Inc., are incorporated under North Carolina law.

      Prior to the summer of 2007, Klaussner contracted directly

with the Motor Carriers to deliver its furniture to corporate

customers, including furniture retailers and renters, both in

and outside of North Carolina.               The Motor Carriers would submit




                                         3
quoted rates directly to Klaussner who would then pick amongst

the bids for each shipment.

     Then, in August 2007, Klaussner contracted with a third-

party broker, Salem Logistics Traffic Services, LLC (“Salem”),

to coordinate all shipping logistics.                Salem charged Klaussner a

uniform rate that was generally higher than the Motor Carriers’

individual bids.         In return, Salem promised to reduce costs and

improve    customer      service     by     coordinating     stops    to     multiple

Klaussner    customers      for    each     scheduled     shipment.        Salem    was

expected    to    deduct    its    commission,      and    then     pay    the    motor

carriers.

     Doyle Vaughn, a Klaussner employee, personally notified the

Motor    Carriers    that    they    would      begin   working      directly      with

Salem.     Shortly thereafter, Salem hired Vaughn, who continued to

work from the same desk at Klaussner.                Vaughn notified the Motor

Carriers of his change in employment.

     The Motor Carriers also received a series of documents,

several    of    which     bore   both      Klaussner’s     and    Salem’s       logos,

explaining       Salem’s    new     role.        Salem’s    Vice     President       of

Logistics, Ralph Raymond, sent a letter explaining that Salem

would manage all “freight payment responsibilities.”                       J.A. 454.

The Motor Carriers were sent a Fuel Surcharge Addendum, a Mutual

Non-Disclosure       Agreement,       and       instructions      from     Salem     on

submitting       quotes.      Finally,       Klaussner’s     Vice     President      of

                                            4
Supply Chain, Chuck Miller, sent instructions to submit freight

bills     “designated        as    third     party          payment”       to    “Klaussner

Furniture     c/o    Salem    Logistics       Inc.”      and     then      listed    Salem’s

address.     J.A. 461.

      Each    furniture        delivery       the       Motor     Carriers         undertook

required     three    documents:      a    Confirmation          of    Contract      Carrier

Verbal     Rate     Agreement      (“Agreement”);            a   Carrier        Pickup    and

Delivery     Schedule    (“Schedule”);            and   a    bill     of    lading.       The

Agreement memorialized the rate agreed upon by Salem and the

chosen motor carrier, and included the total freight charge for

the load.      A freight charge includes the agreed upon rate and

standardized fees, such as a fuel charge.                             The Agreement was

signed by the motor carrier and does not mention Klaussner.                               The

Schedule listed the pick-up location as “Klaussner Furniture”

and the destination address.                 Salem’s address is listed under

the “Bill-To & Contact Information” section.

        The bills of lading executed by Klaussner and the Motor

Carriers contained standardized provisions generally used in the

trucking industry.           Each bill of lading listed a motor carrier,

a consignor, and a consignee.                The party shipping the goods is

the   consignor.        The       party     who    recieves         the    goods     is   the

consignee.        Here, Klaussner was the consignor, and Klaussner’s

customer was the consignee.                The bills of lading contained the

statement:        “freight        charges        are     prepaid           unless     marked

                                             5
otherwise,” and three options: “Prepaid,” “Collect,” and “3rd

Party.” 1    Most    of   the   relevant   bills     of    lading   were   marked

“Prepaid.”

     The    bills    of   lading   contained    an      executed    non-recourse

provision that stated:

     SUBJECT TO SECTION 7 OF CONDITIONS, IF THIS SHIPMENT
     IS TO BE DELIVERED TO THE CONSIGNEE WITHOUT RECOURSE
     ON THE CONSIGNOR, THE CONSIGNOR SHALL SIGN THE
     FOLLOWING STATEMENT:
     THE CARRIER SHALL NOT MAKE DELIVERY OF THIS SHIPMENT
     WITHOUT PAYMENT OF FREIGHT AND ALL OTHER LAWFUL
     CHARGES.
     Klaussner Furniture Industries, Inc.  BY: CAM SMITH 2

J.A. 477-79.        This non-recourse language was repeated, but not

executed, in small print at the bottom of the bills of lading.

     After    initially     making   payments      to     the   Motor   Carriers,

Salem defaulted on its obligations and ultimately went out of

business.    The Motor Carriers filed this action in the Middle

District of North Carolina under 49 U.S.C. § 13706(b) of the

Interstate Commerce Commission Termination Act against Klaussner



     1
       The parties dispute the meaning of “Prepaid” but agree
that, at minimum, it protects the consignee from liability for
freight charges.   “Collect” generally means the consignee is
liable for the charges.   “3rd Party” may be used to indicate
that a third party, such as a broker, is responsible for the
charges.
     2
       A non-recourse provision generally protects the shipper
from liability for freight charges once the goods are delivered
to the consignee.   See Illinois Steel Co. v. Baltimore & O. R.
Co., 320 U.S. 508, 514 (1944).


                                      6
and    Salem 3     on       April    22,       2009        to   recover         the    $562,326.30         in

freight charges Salem had failed to pay.                                        In the alternative,

the Motor Carriers sought to recover based on theories of unjust

enrichment and equitable estoppel.                               After discovery, the Motor

Carriers and Klaussner filed cross-motions for summary judgment.

                                                      B.

       At the summary judgment hearing, the Motor Carriers first

argued      that,       as    a    matter       of    law,      when        a   bill        of   lading    is

designated        “Prepaid,”             the    shipper         is        always      liable       for    the

freight       charges,            even     when       there          is     also       a     non-recourse

provision         or    a     third-party            broker      is        involved. 4           Klaussner

countered that a “Prepaid” designation on a bill of lading means

only       that   the       consignee          will    not      be    liable          for    the   freight

charges.           Klaussner             argued        that      a        non-recourse           provision

protects a shipper from liability for any charges above what it

agreed to pay.               In this case, Klaussner claimed it fulfilled its

contractual obligations by paying Salem.




       3
       By the summary judgment stage of the litigation, Salem had
withdrawn. Salem is not a party to this appeal.
       4
       The Motor Carriers also claimed the non-recourse provision
was unenforceable because the non-recourse language in the
footnote rendered it ambiguous.    The district court found that
because the language in the footnote was not executed, it was
irrelevant to its analysis.


                                                       7
      The district court granted Klaussner’s motion for summary

judgment on this issue, finding that the non-recourse provision

protected Klaussner from double payment as a matter of law.                               The

district court agreed with Klaussner that under Illinois Steel

Co. v. Baltimore & O.R. Co., 320 U.S. 508 (1944), a non-recourse

provision      continues       to    protect         shippers     from       any    liability

beyond its contractual obligations even when a bill of lading is

also designated “Prepaid.”             The district court acknowledged that

the designation of “Prepaid” instead of “3rd party” on the bills

of lading introduced some doubt as to whether the Motor Carriers

should      have   expected      a    third-party          broker       to    pay    shipping

charges.      However, the court found that, given Vaughn’s verbal

explanation        of    Salem’s      role          and   the     multiple          confirming

documents, the Motor Carriers were on notice to expect payment

from Salem.

      The    Motor      Carriers     also       sought     to   establish          Klaussner’s

liability      under     actual      and    apparent          agency     theories.         The

district court held, however, that the Motor Carriers’ agency

arguments     failed      to   create       a       triable     issue    of    fact.       The

district court found that the only fact on the record to support

the   Motor    Carriers’       actual       agency        argument      was    that    Vaughn

continued to work from the same desk at Klaussner after Salem

hired him.         Standing alone, this continuity failed to indicate

Klaussner “retained the right to control [Salem].”                                  Hylton v.

                                                8
Koontz,    532     S.E.2d    252,   257     (N.C.      2000)   (internal     citations

omitted).        The    district    court       held   that    the   Motor   Carriers’

apparent agency argument failed because the documents with the

dual logos, upon which the Motor Carriers’ argument relied, were

insufficient to suggest that Klaussner led the Motor Carriers to

reasonably believe Salem was its agent.                  This appeal followed.


                                          II.

                                          A.

     In     a     somewhat    unusual       twist,      it     was   Klaussner,   the

prevailing party below, that argued for the first time on appeal

that the district court lacked jurisdiction over this dispute.

The timing, of course, does not affect our obligation to assure

ourselves of our jurisdiction.

     A challenge to a federal court’s jurisdiction “‘can never

be forfeited or waived’” because it concerns our “very power to

hear a case.”          United States v. Beasley, 495 F.3d 142, 147 (4th

Cir. 2007) (quoting United States v. Cotton, 535 U.S. 625, 630

(2002)).        In fact, we have “an independent obligation to assess

[our] subject-matter jurisdiction” in every case, whether or not

it is challenged.           Constantine v. Rectors & Visitors of George

Mason Univ., 411 F.3d 474, 480 (4th Cir. 2005).

     The party “seeking to adjudicate a matter in federal court

must allege and, when challenged, must demonstrate the federal


                                            9
court’s jurisdiction over the matter.”               Strawn v. AT&T Mobility

LLC, 530 F.3d 293, 296 (4th Cir. 2008).                   The Motor Carriers

first argue that Congress granted federal courts jurisdiction

over     their   claim     under    the     Interstate   Commerce     Commission

Termination Act (“ICCTA”).           Alternatively, they contend that the

ICCTA preempts their state law breach of contract claim.                      The

Motor Carriers argue, therefore, that we should create a cause

of action under federal common law or they will have no forum in

which to adjudicate this dispute.

                                      B.

       Issues of subject matter jurisdiction are questions of law

which we review de novo.            Dixon v. Coburg Dairy, Inc., 369 F.3d

811,   815   (4th   Cir.    2004)    (en    banc).   Were   we   to   reach   the

merits, we would review de novo the district court’s grant of

summary judgment, viewing the facts in the light most favorable

to the non-moving party.            See LeBlanc v. Cahill, 153 F.3d 134,

148 (4th Cir. 1998).         Summary judgment is appropriate only where

“there is no genuine issue of material fact and the moving party

is entitled to a judgment as a matter of law.”               Fed. R. Civ. P.

56(a).


                                      III.

       Our jurisdiction in this case depends upon whether, absent

a federal tariff, Congress intended federal courts to adjudicate


                                           10
motor    carriers’      claims   for   unpaid      freight    charges      under       the

ICCTA.        “Within   constitutional       bounds,    Congress       decides     what

cases the federal courts have jurisdiction to consider.”                         Bowles

v. Russell, 551 U.S. 205, 212 (2007).                   As a court of limited

jurisdiction, we will guard against reading Congress’s grant of

authority to the federal courts more broadly than intended.                            See

Kokkonen v. Guardian Life. Ins. Co. of Am., 511 U.S. 375, 377

(1994).

     The issues before us have their genesis in the deregulation

of the trucking industry Congress effected by passing the ICCTA.

Therefore, a brief history of the scope of federal regulation of

the trucking industry is useful at the outset.


                                       A.

     In       1935,   Congress     passed   the    Motor     Carrier      Act,    which

extended to motor carriers the tariff system that banned price

competition between railroads under the Interstate Commerce Act

(“ICA”).        See    Munitions    Carriers      Conference,      Inc.    v.    United

States, 137 F.3d 1027, 1028 (D.C. Cir. 1998).                       Motor carriers

were required to file a tariff that included their prices and

conditions      with    the   Interstate     Commerce      Commission.           See    49

U.S.C.    §    10762(a)(1)    (repealed      1995).        Motor   carriers       could

charge each shipper only the rate in the filed tariff and could




                                        11
not give any shipper “preferential treatment.”                    See 49 U.S.C. §§

10761(a), 10735(a)(1) (repealed 1995).

       In Thurston Motor Lines, Inc. v. Jordan K. Rand, Ltd., 460

U.S.    533    (1983),    the   Supreme     Court     affirmed       Louisville    &

Nashville R. v. Rice, 247 U.S. 201 (1918) where it “squarely

held that federal-question jurisdiction existed over a suit to

recover [unpaid freight charges].”              Thurston, 460 U.S. at 555

(“A carrier's claim is, of necessity, predicated on the tariff-

not    an   understanding   with    the     shipper.”);      see    also    Illinois

Steel v. Baltimore & O. R. Co., 320 U.S. 508, 511 (1944).                         In

these cases, the parties’ “‘dut[ies] and obligation[s] . . .

depend[ed] upon’” the federally filed tariff.                       Thurston, 460

U.S. at 555 (quoting Louisville, 247 U.S. at 202).                         Thus, the

tariff was the “Act of Congress regulating commerce” under which

we had federal question jurisdiction pursuant to 28 U.S.C. §

1337(a).

       After   motor     carriers    operated       under    the     tariff-filing

regime for sixty years, Congress determined that the trucking

industry had become a “mature, highly competitive industry where

competition disciplines rates far better than tariff filing and

regulatory intervention.”           S. Rep. No. 104-176, at 10 (1995).

Thus, Congress passed the ICCTA because pervasive regulation of

the industry had “outlived its usefulness.”                 Id.



                                       12
        When the ICCTA went into effect on January 1, 1996, it

repealed price controls for all but two specialized areas of the

trucking industry. Motor carriers transporting household goods

or engaged in noncontiguous domestic trade 5 remained subject to

the tariff-filing requirement.                      See 49 U.S.C. § 13701(a)(1)(A)-

(B).        In    these      two    areas,       Congress         determined        that     price

regulation        was   still      in    the    public       interest.          Consumers      and

small      shippers         contracting        to         ship   household       goods       would

continue to be shielded from potential abuses.                              See S. Rep. No.

104-176,         at   11.         The    tariff       requirement         in    the    area     of

noncontiguous           domestic         trade        would       facilitate          intermodal

transport.            Id.    at    10.         All    other       tariffs      on     file    were

automatically voided by the ICCTA.                        See 49 U.S.C. § 13710(a)(4).

       Congress did not, however, abandon all federal regulation

of   the     motor      carriers        that    were        freed    to   engage       in    price

competition.                The     Surface          Transportation            Board       (“STB”)

maintained jurisdiction over all motor carriers who transport

goods in interstate commerce and between the United States and

its territories or a foreign country.                            49 U.S.C. § 13501(1)(A)-

(E).       All motor carriers subject to the STB’s jurisdiction must

satisfy licensing            requirements            by    meeting    safety,       employment,

       5
         Noncontiguous    domestic   trade   is   transportation
“originating in or destined to Alaska, Hawaii, or a territory or
possession of the United States.” 49 U.S.C. § 13102(17).


                                                13
and accessibility standards.             49 U.S.C. § 13902(a).            Congress’s

goal in passing the ICCTA was to “strike a good balance” between

deregulation and “preserving very important safety and economic

regulatory powers . . . to protect shippers against abuses that

will not be remedied by competition.”                      141 Cong. Rec. 32406

(1995); see also S. Rep. No. 104-176, at 9 (1995)

       Against this framework, we must determine whether Congress

intended    to    grant   federal    courts      jurisdiction      over    federally

licensed motor carriers’ claims for unpaid freight charges when

they were not required to file a tariff.                     We turn now to the

question of whether the ICCTA provides such authority.


                                      B.

       We   begin    by      examining     49     U.S.C.    §     14101(b),     which

authorizes       federally    licensed     motor     carriers      to   enter    into

private contracts with shippers.                The Motor Carriers argue that

this    authorization        alone   is        sufficient    to    establish     our

jurisdiction over their claim.

        As in any case of statutory interpretation, we begin with

an analysis of the statutory language.               Chris v. Tenet, 221 F.3d

648, 651-52 (4th Cir. 2000) (citing Landreth Timber Co. v.

Landreth, 471 U.S. 681, 685 (1985)).               The meaning of a statutory

provision is not to be determined in isolation; “we look not

only to the particular statutory language, but to the statute as


                                          14
a whole and to its object and policy.”               Crandon v. United

States, 494 U.S. 152, 158 (1990) (internal citations omitted).

                                    1.

     Section 14101(b)(1) provides:

     In general.—A carrier providing transportation or
     service subject to jurisdiction under chapter 135 may
     enter into a contract with a shipper, other than for
     the movement of household goods described in section
     13102(10)(A), to provide specified services under
     specified rates and conditions . . . .

49 U.S.C. § 14101(b)(1).

     This   section   of    the   ICCTA       authorizes    motor    carriers   to

privately   negotiate   their     rates       with   shippers,    replacing     the

prior   tariff-filing       requirement.             In   fact,     this   section

authorizes one of the two categories of motor carriers still

subject to the tariff-filing requirement, carriers involved in

noncontiguous    domestic    trade,      to    contract    around    the   federal

rate schedule.     See 49 U.S.C. § 13702(b).               Section 14101(b)(1)

only excludes motor carriers transporting household goods.

     If a party to a contract authorized by § 14101(b)(1) wants

to sue for breach of contract, § 14101(b)(2) provides:

     The exclusive remedy for any alleged breach of a
     contract entered into under this subsection shall be
     an action in an appropriate State court or United
     States district court, unless the parties otherwise
     agree.

49 U.S.C. § 14101(b)(2).




                                      15
       The mere fact that Congress authorized motor carriers to

privately negotiate rates in § 14101(b)(1) does not imply that

Congress intended § 14101(b)(2) to federalize every resulting

breach of contract claim.                     Section 14101(b)(2) more accurately

reflects         Congress’s      goal     of    reducing          federal     involvement        in

motor carriers’ private contracts.                         The fact that the exclusive

remedy      for    breach     of     contract        in    §   14101(b)(2)         is   judicial,

rather than administrative, gains significance in contrast to

the    remedies       available          to   motor       carriers        operating      under   a

tariff.          When their rates are based on a federal tariff, motor

carriers can petition the STB for administrative remedies.                                   See

49    U.S.C.      §   13702(b)(6).             When       their     rates    are    based   on    a

private contract, however, the motor carriers can only sue in an

“appropriate” court.

       Of    course,       for   a    federal        court     to    be     the    “appropriate”

forum       to    adjudicate         a    dispute,         the      aggrieved       party   must

establish a basis for our jurisdiction.                              See United States ex

rel. Vuyyuru v. Jadhav, 555 F.3d 337, 347 (4th Cir. 2009); cf.

Ruckelshaus v. Sierra Club, 463 U.S. 680, 683 (1983) (defining

“appropriate”         as    “specially          suitable:           fit,     proper”).        For

example, although not satisfied in this case, the requirements

for    diversity       jurisdiction            are    likely        often    met     when   motor

carriers contract with shippers to transport goods given the

interstate nature of the trucking industry.                                  See 28 U.S.C. §

                                                16
1332. 6    The Motor Carriers have established that they are subject

to   the    STB’s   jurisdiction   because    they   transport   goods   in

interstate commerce.      As a result, their contract with Klaussner

was authorized by § 14101(b)(1).             However, this authorization

alone does not provide us with jurisdiction over their breach of

contract claim.

                                   2.

      Comparing § 14706(d) to § 14101(b)(2) also helps to clarify

the limited scope of the latter.         Section 14706(a)(1) 7 provides

that motor carriers are liable for goods damaged in transit.

Section 14706(d) authorizes parties seeking damages against a

motor carrier to file suit in “a United States district court or

in a State court.” 49 U.S.C. § 14706(d)(3).               In every case

brought under § 14706(a)(1), federal jurisdiction is established

because the claimant is enforcing a federal statutory right.

      6
        One of the threshold requirements to establish our
jurisdiction under § 1332, complete diversity of citizenship
between each plaintiff and each defendant, is not met in this
case because Klaussner and all but one of the Motor Carriers are
incorporated under North Carolina law. See Exxon Mobil Corp. v.
Allapattah Services, Inc., 545 U.S. 546, 553 (2005); see also 28
U.S.C. § 1332(c)(1)(B) (“[A] corporation shall be deemed to be a
citizen of every State . . . by which it has been
incorporated”).
      7
       The Motor Carriers argue that § 14706(a)(1) establishes
our jurisdiction over this case.          However, this section
addresses claims against motor carriers for damages.    It does
not apply to our case, where motor carriers have filed suit
against a shipper to recover freight charges.


                                    17
Thus,     the    limiting      word    “appropriate”          does       not   appear     in    §

14706(d)(3).           Section 14101(b)(1), by contrast, authorizes motor

carriers and shippers to enter into private contracts.                                 It does

not   provide      either      the    motor     carrier    or       the    shipper      with    a

federal     statutory        right    to   enforce       in     a       routine    breach      of

contract        claim.         When   operating      under          a    private       contract

authorized        by     §   14101(b)(2)        instead       of     a    federal      tariff,

therefore, a party must first establish an alternative basis for

our jurisdiction before we can adjudicate their dispute.                                       In

this case, the Motor Carriers have failed to meet this threshold

requirement.


                                           C.

      We now turn to the sections of the ICCTA that directly

address     motor       carriers’     billing      and    collection           practices       to

determine whether our jurisdiction can be established under one

of these provisions.            See 49 U.S.C. § 13701 et seq.                     Contrary to

the Motor Carriers’ arguments on appeal, these sections do not

provide motor carriers with a federal cause of action when they

sue   a    shipper       for    unpaid     freight       charges          under    a    private

contract.       We discuss each briefly.

                                              1.

      The Motor Carriers first argue that 49 U.S.C. § 13710(a)(1)

is the functional equivalent of the tariff-filing requirement,


                                              18
and therefore, provides a continuing basis for our jurisdiction.

This section requires motor carriers to provide shippers with a

written or electronic copy of “the rate, classification, rules,

and practices, upon which any rate applicable to its shipment or

agreed    to     between    [the    parties]          is    based.”          49    U.S.C.     §

13710(a)(1).       When motor carriers’ rates are based on a private

contracting      process,     it    is    unclear       how    this       provision       would

apply.         Even   if    it     did,       this     section       is     a     disclosure

requirement, and does not impose any obligations regarding the

rates actually charged.            It is not, therefore, the equivalent of

a   tariff     requirement,      and     does    not       provide    a    basis     for    our

jurisdiction in this case.

                                          2.

        The Motor Carriers next argue that their claim arises under

§ 13706, which defines consignee liability for the payment of

freight rates.          49 U.S.C. § 13706(a)-(b).                While this section

does    not    expressly    state      that     its    application         is     limited    to

cases    where    a   federal      tariff       is    filed,    Chapter         137’s     other

provisions       addressing      motor    carriers’          rates    only        apply    when

there is a federal tariff.                See, e.g., 49 U.S.C. § 13702; 49

U.S.C.    §    13704.       Further,       the       regulations          governing       motor

carriers’ collection of rates issued pursuant to chapter 137 are

expressly limited to cases where a federal tariff is filed.                                 See



                                            19
49 C.F.R. § 377.101; 49 C.F.R. § 377.203(a)(2). 8           Even if § 13706

could apply in the absence of a federal tariff, this section

does not apply to our facts.           In this case, the Motor Carriers

seek to recover from a shipper, or consignor, not a consignee.

In   sum,    absent   a   federal   tariff,   the   statutory   requirements

regarding the rates and collection practices of motor carriers

in Chapter 137 are not implicated when a motor carrier files

suit against a shipper to recover freight charges.

                                     3.

      This    conclusion    also    negates   the   Motor   Carriers’   final

argument for jurisdiction under the ICCTA.              The Motor Carriers

argue that the eighteen-month statute of limitations period that

governs motor carriers’ claims for unpaid freight charges under

the ICCTA, 49 U.S.C. § 14705(a), establishes our jurisdiction

over their claim.         The Motor Carriers’ argument puts the cart

before the horse.         For § 14705(a) to apply, motor carriers must

first establish that their claim arises under the ICCTA.                   A

statute of limitations period is not an independent grant of


      8
       The Motor Carriers cite these regulations to support their
argument for our jurisdiction in this case.          Given their
inapplicability in the absence of a federal tariff, this
argument is without merit.      We note briefly that the Motor
Carriers also cite to the regulations issued pursuant to Chapter
138 of the ICCTA.    These regulations apply only when a party
files suit against a motor carrier, and therefore are not
implicated by our facts. See 49 C.F.R. § 378.1.


                                      20
jurisdiction.       In this case, we have not found, and the Motor

Carriers have not alleged, a cause of action arising under the

ICCTA.   Accordingly, we do not have jurisdiction under the ICCTA

to decide this case.



                                       IV.

       In the alternative, the Motor Carriers argue that their

state law breach of contract claim is preempted by § 14501(c)(1)

of the ICCTA.       The Motor Carriers urge us, therefore, to create

a cause of action under federal common law to establish our

jurisdiction    and    provide     a    forum    for     their   claim    against

Klaussner.     In any preemption analysis, “the purpose of Congress

is the ultimate touchstone.”           Wyeth v. Levin, 555 U.S. 555, 565

(2009) (internal citations and quotations omitted).                      We begin

with the words of the statute which “necessarily contain[] the

best evidence of Congress’ pre-emptive intent.”                    CSX Transp.,

Inc. v. Easterwood, 507 U.S. 658, 664 (1993).                    When a statute

includes an express preemption clause, its presence generally

“‘implies that matters beyond that reach are not pre-empted.’”

Washington Gas Light Co. v. Prince George’s Cnty. Council, 711

F.3d   412,   420   (4th   Cir.   2012)      (quoting   Cipollone   v.    Liggett

Group Inc., 505 U.S. 504, 517 (1992)).                  Further, “[f]ederalism

concerns strongly counsel against imputing to Congress an intent

to displace a whole panoply of state law . . . absent some

                                        21
clearly expressed direction.”                 Custer v. Sweeney, 89 F.3d 1156,

1167 (4th Cir. 1996) (internal quotation omitted).

      Section 14501(c)(1) of the ICCTA preempts any state law or

regulation “related to a price, route, or service of any motor

carrier . . . ”.          49 U.S.C. § 14501(c)(1).              The Motor Carriers

contend that the North Carolina common law that would decide

this dispute in state court qualifies as “state law” under §

14501(c).    The Motor Carriers argue, therefore, that the ICCTA

preempts    their    claim       because      its   outcome    will    affect    their

prices.     In other words, in their view, Congress intended the

phrase    “related       to”    in   §   14101(c)(2)     to    displace   all    state

contract law that would impact motor carriers’ prices.                          We are

constrained to disagree.

      Congress borrowed the preemption language in § 14501(c)(1)

from the Airline Deregulation Act of 1978 (“ADA”).                        Compare 49

U.S.C. § 41713(b)(1) with 49 U.S.C. § 14501(1).                        Prior to the

ICCTA’s enactment, the Supreme Court broadly defined the phrase

“related    to”     in    the    ADA     to    preempt   all    claims    having    “a

connection with, or reference to” airline prices, routes, or

services.    Morales v. Trans World Airlines Inc., 504 U.S. 374,

384   (1992).        Congress        was      “fully   aware    of    [the]   Court’s

interpretation of that language” in Morales when it opted to

include identical language in the ICCTA, and intended to provide

the same protections against state regulation to motor carriers

                                              22
as   were provided           to   airlines           in    the    ADA.        See      Rowe    v.    New

Hampshire         Motor      Transport         Ass'n,       552       U.S.    364,      370     (2008)

(citing and quoting legislative history).

      The    broad        preemptive       scope          of    the     phrase      “related        to,”

however, is not without limits.                           The Morales Court noted that

“‘[s]ome      state        actions        may    affect          [airline         fares]       in   too

tenuous, remote, or peripheral a manner’ to have pre-emptive

effect.”          504 U.S. at 390 (quoting Shaw v. Delta Air Lines,

Inc., 463 U.S. 85, 100 n.21 (1983)).                            In American Airlines, Inc.

v. Wolens, 513 U.S. 219 (1995), for example, the Supreme Court

recognized        an   exception          to    preemption         for       routine     breach       of

contract claims against airlines.                          American Airlines argued that

a series of class actions filed in state court by participants

in   its    frequent         flyer    program             for    breach      of     contract        were

preempted by the ADA.                Id. at 230.               The Court determined it was

“[not] plausible that Congress meant to channel into federal

courts      the     business         of    resolving,             pursuant        to     judicially

fashioned     federal         common       law,       the       range    of    contract         claims

relating to airline rates, routes, or services.”                                       Id. at 232.

The Court noted that no state regulation of airlines was at

issue,      and     that      American         had    voluntarily            entered       into     the

frequent-flyer         contracts          with    consumers.             Id.      at    229.        Most

importantly,           the     outcome          of        the     case        depended         on     an

interpretation of the contract’s terms, not on an interpretation

                                                 23
of any federal law or regulation.                 Id. at 229-31 (“A remedy

confined to a contract’s terms simply holds parties to their

agreements.”).      Therefore,      the    plaintiffs     could    pursue     their

claims against American in state court.

     In   this   case,   as   in    Wolens,    resolution     of    the   dispute

between   the    Motor   Carriers     and     Klaussner    depends     upon    the

court’s interpretation of the parties’ contract.                  The outcome of

the case turns on the meaning of the “Prepaid” designation and

non-recourse provision in their bills of lading.                   No state law

or regulation governing the Motor Carriers’ prices, routes, or

services is implicated.        As analyzed above, no federal statute

or regulation need be interpreted.                The Motor Carriers’ claim

against Klaussner is a routine breach of contract case that is

not preempted by § 14501(c)(1).             Furthermore because, similarly

to the ADA, the ICCTA “contains no hint” that Congress intended

federal courts to adjudicate this category of contract disputes

based on federal common law, we decline to do so in this case.

Wolens, 513 U.S. at 232.



                                      V.

     Because we conclude that we do not have jurisdiction to

adjudicate   this   appeal,    we    “do    not    and    cannot    express    any

opinion regarding the appeal’s merits.”             United States v. Myers,

593 F.3d 338, 340 n.1 (4th Cir. 2010) (citing Constantine, 411

                                      24
F.3d at 480).       We have authority only to vacate the district

court’s   opinion    and   remand   with   instructions   to   dismiss.

Therefore, the decision below is

                                                 VACATED AND REMANDED
                                                   WITH INSTRUCTIONS.




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