                                     PRECEDENTIAL

     UNITED STATES COURT OF APPEALS
          FOR THE THIRD CIRCUIT
               _____________

                   No. 15-2190
                  _____________

              PAUL SATTERFIELD,
                     Appellant

                         v.

    DISTRICT ATTORNEY PHILADELPHIA;
   ATTORNEY GENERAL PENNSYLVANIA;
SECRETARY PENNSYLVANIA DEPARTMENT OF
              CORRECTIONS
                 _______

   On Appeal from the United States District Court
      for the Eastern District of Pennsylvania
          (D.C. Civil No. 2-02-cv-00448)
        District Judge: Hon. Jan E. DuBois
                  ______________

              Argued March 27, 2017
                 ______________

Before: AMBRO, VANASKIE, and RESTREPO, Circuit
                   Judges

        (Opinion Filed: September 26, 2017)
 Aren K. Adjoian, Esq. [Argued]
 Arianna J. Freeman, Esq.
 Federal Community Defender Office
 for the Eastern District of Pennsylvania
 601 Walnut Street
 The Curtis Center, Suite 540 West
 Philadelphia, PA 19106
       Counsel for Appellant Paul Satterfield

 Susan E. Affronti, Esq.
 Simran Dhillon, Esq.     [Argued]
 Philadelphia County Office of District Attorney
 3 South Penn Square
 Philadelphia, PA 19107
      Counsel for Appellees District Attorney of
 Philadelphia, Attorney General of Pennsylvania, and
 Secretary of the Pennsylvania Department of Corrections

                     ________________

                 OPINION OF THE COURT
                    ________________

VANASKIE, Circuit Judge.

       Society views the conviction of an innocent person as
perhaps the most grievous mistake our judicial system can
commit. Reflecting the gravity of such an affront to liberty,
the “fundamental miscarriage of justice” exception has evolved
to allow habeas corpus petitioners to litigate their
constitutional claims despite certain procedural bars if the
petitioner can make a credible showing of actual innocence. In




                              2
2013, the Supreme Court’s decision in McQuiggin v. Perkins,
133 S. Ct. 1924 (2013), extended this doctrine to allow
petitioners who can make this showing to overcome the
Antiterrorism and Effective Death Penalty Act’s (“AEDPA”)
one-year statute of limitations. 1 In doing so, the Supreme
Court recognized that an untimely petition should not prevent
a petitioner who can adequately demonstrate his actual
innocence from pursuing his claims. This view reflects
society’s value judgment that procedure should yield to
substance when actual innocence is at stake.

       Despite repeatedly asserting his innocence, Appellant
Paul Satterfield was convicted of first degree murder in 1985
and sentenced to life in prison. After many years of direct and
collateral litigation, he appeared to emerge victorious when the
District Court, acting on his habeas petition, found that his
ineffective assistance of counsel claim was meritorious. But
Satterfield’s hopes for relief were short-lived, as we reversed
the order granting habeas relief after finding that his petition
was barred by AEDPA’s statute of limitations. Satterfield’s
fight was revived several years later when the Supreme Court
handed down its decision in McQuiggin. Had this decision
been earlier, Satterfield had more solid support to pursue his
ineffective assistance of counsel claim in spite of his untimely
petition. In McQuiggin’s wake, Satterfield sought relief from
the judgment denying his habeas petition, characterizing

       1
         AEDPA, 110 Stat. 1214, states that “[a] 1-year period
of limitation shall apply to an application for a writ of habeas
corpus by a person in custody pursuant to the judgment of a
State court.” 28 U.S.C. § 2244(d)(1).




                               3
McQuiggin’s change in relevant decisional law as an
extraordinary circumstance to justify relief under Federal Rule
of Civil Procedure 60(b)(6).

        The District Court denied Satterfield’s Rule 60(b)(6)
motion after determining that McQuiggin was not an
extraordinary circumstance. While we do not opine whether
the Rule 60(b)(6) motion should ultimately be granted, we will
nonetheless vacate the District Court’s order. In Cox v. Horn,
757 F.3d 113 (3d. Cir. 2014), we held that changes in
decisional     law     may—when        paired     with     certain
circumstances—justify Rule 60(b)(6) relief. A district court
addressing a Rule 60(b)(6) motion premised on a change in
decisional law must examine the full panoply of equitable
circumstances in the particular case before rendering a
decision. In this case, we believe that the District Court did not
articulate the requisite equitable analysis, and we will remand
for proper consideration.

        Separately, and perhaps more importantly, we explain
that the nature of the change in decisional law must be weighed
appropriately in the analysis of pertinent equitable factors.
McQuiggin implicates the foundational principle of avoiding
the conviction of an innocent man and attempts to prevent such
a mistake through the fundamental miscarriage of justice
exception. If Satterfield can make the required credible
showing of actual innocence to avail himself of the
fundamental miscarriage of justice exception had McQuiggin
been decided when his petition was dismissed, equitable
analysis would weigh heavily in favor of deeming
McQuiggin’s change in law, as applied to Satterfield’s case, an
exceptional circumstance justifying Rule 60(b)(6) relief.
While Satterfield’s ability to show actual innocence is not case
determinative in that the District Court must weigh all of the




                                4
equitable factors as guided by precedent, we clarify that the
nature of the change in law cannot be divorced from that
analysis.

                               I.

        The tortuous path to Satterfield’s current appeal begins
more than three decades ago. In 1983, Satterfield visited the
home of Azzizah Abdullah to repair her television set. When
Satterfield had finished and the television appeared to be
working properly, Abdullah paid Satterfield’s fee. But the
television ceased working only a short while later, prompting
Abdullah to summon Satterfield back to her home to complete
the task. He made several additional attempts to fix the
recalcitrant television, but his efforts were in vain. During
Satterfield’s final service call to Abdullah’s home, her husband
William Bryant became frustrated with Satterfield’s repeated
failures.    Conflict erupted.        When Bryant demanded
Abdullah’s money back while brandishing a knife and a
baseball bat, 2 Satterfield returned the money and quickly
departed, never reporting the incident to the police.

       Approximately one week after the altercation in
Abdullah’s home, Bryant was shot outside his home in the
early morning hours. Police interviewed two eyewitnesses—

       2
         There are three versions of this event: (1) Satterfield
testified that Bryant poked him with the baseball bat, (J.A.
544); (2) Wayne Edwards claimed that Satterfield told him
Bryant had struck him with the bat, (J.A. 488); and (3)
Abdullah explained that Bryant had nudged Satterfield’s
shoulder with the bat, (J.A. 465).




                               5
brothers Eric and Grady Freeman—on the morning of Bryant’s
murder. The Freemans had been in their home at the time of
the shooting and, upon hearing the gunshots, peered out from
their windows at the crime scene. Eric Freeman reportedly saw
a man who “looked like he was white,” “had like blond hair,”
and was about 5’ 9”. 3 (J.A. 695–97.) According to Eric, the
man briskly walked to a parked car, looked both ways before
getting in, and had his hand inside his jacket “like he was
putting away something.” (J.A. 695–97.) Grady Freeman
similarly described seeing a “light skin guy” about 5’7” or 8”.
(J.A. 698.) Critically, Satterfield is a black man with brown
hair and stands six feet tall. (J.A. 439.)

       Investigators soon learned of Satterfield’s recent
altercation with Bryant. This information yielded a search
warrant for Satterfield’s home and car. Upon execution,
however, the searches produced no evidence implicating
Satterfield, and the investigation went dormant for about a
year.

       The story picks back up in 1984, when Satterfield met
Patricia Edwards at a nearby racquet club. Mrs. Edwards
suggested that Satterfield play tennis with her husband, Wayne
Edwards. After playing together on several occasions,
Satterfield and Mr. Edwards met for lunch at the racquet club.
The conversation began with benign pleasantries, with the two
discussing commonalities in their upbringings, among other
things. Mr. Edwards claimed that the conversation eventually
culminated with Satterfield admitting to Bryant’s murder in


      3
          Both brothers also described the shooter has having
closely cropped hair, while Satterfield was said to have had a
bushy Afro of a brown or reddish color. (J.A. 436, 614.)




                              6
fairly explicit detail. Mr. Edwards contacted the police through
his attorney, and Satterfield was arrested days later.

        At Satterfield’s trial, Mr. Edwards testified to
Satterfield’s confession. The State Respondents characterize
Mr. Edwards’ testimony on the stand as both credible and
corroborated by the evidence. Mr. Edwards told the jury that
Satterfield had not reported his altercation with Bryant to the
police because he assumed it would be futile based on a past
experience with a customer. Mr. Edwards also explained that
Satterfield had admitted to disposing of his .44 caliber gun—
the purported murder weapon—shortly after the killing, only
to later tell police the firearm had been stolen. According to
the State Respondents, Mr. Edwards also testified to details of
the crime that nobody beside the killer could have known; for
instance, that the killer had fired four shots at the victim and
that the victim was running away at the time he was struck. 4

       Satterfield took the stand in his own defense. He
admitted that he had told Mr. Edwards that he was once
suspected of murder and recounted to Mr. Edwards the details
laid bare in the search warrants he had been served with during
the investigation. But Satterfield insisted that Mr. Edwards had
fabricated the rest of the confession, possibly prompted by a
developing romantic relationship between Satterfield and Mr.
Edwards’ wife. Satterfield also testified that he had owned a
.44 caliber special gun like the one used in Bryant’s murder,
but reaffirmed that it had been stolen in an unreported burglary
years before the killing. He nonetheless admitted that he had



       4
         We note, however, that the search warrants indicated
four bullets were removed from Bryant’s body. (J.A. 708.)




                               7
purchased .44 special ammunition on the very day that he was
assaulted by Bryant.

       Satterfield was represented by attorney Lee Mandell at
his murder trial. Mandell did not call either of the Freeman
brothers as witnesses, nor did Mandell even interview either of
the brothers prior to trial. 5 Instead, the only mention of either
brother’s eyewitness statement came when Satterfield read
Eric Freeman’s description of the suspect from a search
warrant affidavit. The jury convicted Satterfield of first degree
murder in June 1985.

       After his conviction, Satterfield filed post-verdict
motions alleging that Mandell was ineffective for failing to
present the Freemans as defense witnesses at trial. The trial
court held an evidentiary hearing during which it heard
testimony from Mandell and both Freeman brothers. Eric
Freeman repeated his earlier description of the suspect as a
white man with blonde hair. (J.A. 642.) Grady Freeman,
however, took the opportunity to clarify his initial description
of the suspect as having “light skin,” now explaining that the
suspect was “Caucasian” and had light blonde hair. (J.A. 620.)
He further proclaimed that he was “positive” Satterfield was
not the man he had seen at the time of the shooting. (J.A. 620.)
Importantly, there was some sparring at the evidentiary hearing
over whether Grady’s initial statement to police that the


       5
          Mandell testified his investigator had encountered
difficulty tracking the Freeman brothers down. Both brothers,
however, responded to the State’s subpoena to appear for the
trial. Satterfield’s initial post-trial counsel, Ms. Gelb, also had
no problem locating the brothers and easily procuring their
appearance at the post-trial motion hearing.




                                8
suspect was light-skinned meant that the suspect had lighter
black skin or was white. (J.A. 612.)

        Following the evidentiary hearing, the trial court
dismissed Satterfield’s post-verdict motion and sentenced him
to life imprisonment. The Pennsylvania Superior Court then
denied his appeal, determining that that Mandell had pursued a
valid trial strategy in attempting to avoid a rebuttal of Eric’s
favorable description of the suspect with Grady’s initial
statement. (J.A. 675.) But the Superior Court’s conclusion
relied on its observation that Grady Freeman had identified the
fleeing man “as a ‘light-skinned’ black male, with cut short
hair, in his early thirties,” a description which “closely fit that
of Satterfield.” (J.A. 674.) Later, the District Court presiding
over Satterfield’s habeas proceedings would point out that the
Superior Court’s characterization of Grady’s statement was in
error. Grady Freeman had never described the suspect as a
“light-skinned black male,” but merely as “light-skinned.”
Nonetheless, the Pennsylvania Supreme Court denied
allocatur.

       Satterfield next filed a pro se King’s Bench petition
with the Pennsylvania Supreme Court in 1996. This petition
was denied, along with his petition for reconsideration.
Satterfield’s 1997 pro se PCRA petition was also denied, and
his appeals were unsuccessful.

       In 2002—almost 20 years after Bryant’s murder—
Satterfield filed a federal habeas petition raising nine claims,
including actual innocence and ineffective assistance of trial
counsel for failing to present the Freemans as witnesses. A
Magistrate Judge initially recommended the petition be
dismissed as time-barred. After finding that Satterfield’s
King’s Bench petition was a “properly filed” application for




                                9
state post-conviction review, the District Court remanded the
petition to the Magistrate Judge for further analysis of the
timeliness issue and the merits of Satterfield’s claims. The
Magistrate Judge then issued a supplemental report
recommending Satterfield’s claims be denied on their merits,
which the District Court initially adopted.            But after
Satterfield’s objections, the District Court granted relief on his
ineffective-assistance-of-counsel claim. The District Court
concluded that the Pennsylvania Superior Court’s
determination that Mandell had a reasonable basis in not
putting forth the Freemans’ testimony was based, as mentioned
earlier, on a misreading of Grady Freeman’s statement.
Satterfield v. Johnson, 322 F. Supp. 2d 613, 620, 623–24 (E.D.
Pa. 2004). The District Court, however, adopted the
supplemental report and recommendation of the Magistrate
Judge denying relief on Satterfield’s other claims. Id. at 624.

        The State Respondents appealed the District Court’s
decision, arguing that Satterfield’s petition should be
dismissed as time-barred. We reversed and remanded, finding
that Satterfield’s King’s Bench petition to the Pennsylvania
Supreme Court was not a “properly filed” collateral challenge
to his conviction for the purposes of 28 U.S.C. § 2244(d)(2),
and thus did not toll AEDPA’s statute of limitations.
Satterfield v. Johnson, 434 F.3d 185, 195 (3d Cir. 2006). We
also determined that Satterfield was not entitled to equitable
tolling. Id. at 196. Upon remand, the District Court dismissed
Satterfield’s petition.

        In 2014, approximately 30 years after Satterfield’s
arrest in connection with Bryant’s murder, he filed a motion
with the District Court under Federal Rule of Civil Procedure
60(b)(6) seeking relief from the judgment dismissing his
habeas petition. Satterfield argued that the Supreme Court’s




                               10
holding in McQuiggin was a change in decisional law that
served as an extraordinary circumstance upon which Rule
60(b)(6) relief may issue. McQuiggin held that “actual
innocence, if proved, serves as a gateway through which a
petitioner may pass” to overcome an untimely petition under
AEDPA. 133 S. Ct. at 1928. Upon review, the District Court
ruled that McQuiggin was not a ground for relief and denied
the Rule 60(b)(6) motion. Satterfield then requested a
Certificate of Appealability, which we granted on the issue of
whether McQuiggin, either alone or in combination with other
equitable factors, is sufficient to invoke relief from final
judgment under Rule 60(b)(6) to allow an appellant to raise an
otherwise time-barred valid claim that trial counsel was
ineffective.

                              II.

        The District Court had jurisdiction pursuant to 28 U.S.C
§ 2241 and § 2254. We have appellate jurisdiction under 28
U.S.C. § 1291 and § 2253. We review the District Court’s
denial of Satterfield’s Rule 60(b)(6) motion for abuse of
discretion. Cox v. Horn, 757 F.3d 113, 118 (3d Cir. 2014). “A
district court abuses its discretion when it bases its decision
upon a clearly erroneous finding of fact, an erroneous
conclusion of law, or an improper application of law to fact.”
Id.

                              III.

       Satterfield invokes Federal Rule of Civil Procedure
60(b)(6) to seek relief from the District Court’s judgment
dismissing his habeas petition. Rule 60(b) provides litigants
with a mechanism by which they may obtain relief from a final
judgment “under a limited set of circumstances including




                              11
fraud, mistake, and newly discovered evidence.” Gonzalez v.
Crosby, 545 U.S. 524, 528 (2005). Satterfield specifically
relies upon Rule 60(b)(6), a catch-all provision extending
beyond the listed circumstances to “any other reason that
justifies relief.” Despite the open-ended nature of the
provision, a district court may only grant relief under Rule
60(b)(6) in “extraordinary circumstances where, without such
relief, an extreme and unexpected hardship would occur.”
Cox, 757 F.3d at 120 (quoting Sawka v. Healtheast, Inc., 989
F.2d 138, 140 (3d Cir. 1993)); see also Boughner v. Sec’y of
Health, Ed. & Welfare, 572 F.2d 976, 978 (3d Cir. 1978). This
is a difficult standard to meet, and “[s]uch circumstances will
rarely occur in the habeas context.” Gonzalez, 545 U.S. at 535.

       Satterfield asserts in his Rule 60(b)(6) motion that a
change in relevant decisional law occurring after his petition
had been denied is an extraordinary circumstance upon which
his Rule 60(b)(6) relief may issue. Satterfield identifies the
Supreme Court’s ruling in McQuiggin—handed down seven
years after the District Court dismissed Satterfield’s habeas
petition on remand—as an intervening change in relevant
decisional law that requires such relief. McQuiggin focused on
the “fundamental miscarriage of justice” exception, a doctrine
that had previously been applied to allow a habeas petitioner
“to pursue his constitutional claims . . . on the merits
notwithstanding the existence of a procedural bar to relief”
where the petitioner makes “a credible showing of actual
innocence.” 133 S. Ct. at 1931. The Supreme Court clarified
that the fundamental miscarriage of justice exception would
also permit a petitioner to overcome a petition that failed to
comply with AEDPA’s statute of limitations. Even so, a
petitioner asserting actual innocence may not avail himself of
the exception “unless he persuades the district court that, in




                              12
light of the new evidence, no juror, acting reasonably, would
have voted to find him guilty beyond a reasonable doubt.” Id.
at 1928, 1935 (quoting Schlup v. Delo, 513 U.S. 298, 329
(1995)).

       The decision in McQuiggin is particularly relevant to
Satterfield’s case because we reversed his successful
ineffective assistance of counsel claim after finding that his
petition was untimely under AEDPA. Had McQuiggin been in
place at the time of Satterfield’s habeas proceedings, an
appropriate showing of actual innocence may have allowed
Satterfield to overcome his untimely petition and pursue his
ineffective assistance claim. Thus, we must determine whether
McQuiggin is a change in decisional law that can serve as an
extraordinary circumstance upon which Rule 60(b)(6) relief
may issue, either on its own or when paired with the equitable
circumstances of the case.

                              A.

       Satterfield properly characterizes McQuiggin as
effecting a change in our decisional law. Prior to McQuiggin,
we had never affirmatively held that a showing of actual
innocence could serve as an equitable exception to AEDPA’s
one-year statute of limitations. In fact, several circuits were
split on the issue of whether such an equitable exception or
basis for equitable tolling existed at the time McQuiggin was
decided. Compare Rivas v. Fischer, 687 F.3d 514, 548 (2d Cir.
2012) (a compelling claim of actual innocence may excuse an
otherwise untimely habeas petition); Lee v. Lampert, 653 F.3d
929, 934 (9th Cir. 2011) (en banc) (same); San Martin v.
McNeil, 633 F.3d 1257, 1267–68 (11th Cir. 2011) (same);
Lopez v. Trani, 628 F.3d 1228, 1230–31 (10th Cir. 2010)
(same); and Souter v. Jones, 395 F.3d 577 (6th Cir. 2005)




                              13
(same), with David v. Hall, 318 F.3d 343, 347 (1st Cir. 2003)
(a showing of actual innocence does not excuse an otherwise
untimely filing of a habeas petition); Cousin v. Lensing, 310
F.3d 843, 849 (5th Cir. 2002) (same); and Escamilla v.
Jungwirth, 426 F.3d 868, 871–72 (7th Cir. 2004) (same).

        We had numerous opportunities to confront habeas
petitioners’ arguments that their actual innocence should
permit an equitable exception to, or equitable tolling of, 6 the
statute of limitations. In each case, we declined to decide
whether a showing of actual innocence could provide a basis
for an equitable exception or equitable tolling in the habeas
context and instead opted to sidestep the issue by determining
that the petitioners had failed to establish actual innocence.
See, e.g., Munchinski v. Wilson, 694 F.3d 308, 329 n.16 (3d
Cir. 2012) (noting that other circuits were split on the existence
of an actual innocence exception, but declining to consider the
issue because the petitioner had shown the diligence and
extraordinary circumstances sufficient for equitable tolling);
Scott v. Lavan, 190 F. App’x 196, 199 (3d Cir. 2006) (declining
to consider whether an actual innocence exception exists
because the petitioner had no basis to assert a claim of actual
innocence); Hussmann v. Vaughn, 67 F. App’x 667, 669 (3d
Cir. 2003) (same); see also Sistrunk v. Rozum, 674 F.3d 181,
191 (3d Cir. 2012) (avoiding the question of whether actual

       6
         The Supreme Court explained in McQuiggin that there
is a distinction between equitable tolling, where a petitioner
seeks an extension of the prescribed statutory period to file, and
an equitable exception, which would permit a petitioner to
override the statute of limitations. 133 S. Ct. at 1931; see also
Rivas, 687 F.3d at 547 n.42 (distinguishing between equitable
tolling and equitable exceptions).




                               14
innocence allowed for equitable tolling, and instead finding the
petitioner’s showing of actual innocence to be inadequate);
Teagle v. Diguglielmo, 336 F. App’x 209, 212 (3d Cir. 2009)
(same); Knecht v. Shannon, 132 F. App’x 407, 409 (3d Cir.
2005) (same). While Satterfield could have looked to other
circuits to make an equitable-exception argument at the time
his petition was denied, actual innocence had not yet been
established as a basis for an equitable exception to untimely
filing under AEDPA in our circuit. 7

                              B.

        We turn next to whether the change in law borne by
McQuiggin may properly serve as the basis of a Rule 60(b)(6)
motion. Precedent makes clear that changes in decisional law
alone will “rarely” constitute “extraordinary circumstances”
for purposes of a Rule 60(b) motion. Cox, 757 F.3d at 121.
Satterfield’s reliance on an intervening change in the law is
hardly novel in the habeas context, and petitioners have had
little success with such arguments. The Supreme Court’s
decision in Gonzalez v. Crosby is a prime example of the
difficulty of pursuing a Rule 60(b)(6) motion premised on a
change in law. In Gonzalez, a district court had denied a
prisoner’s habeas petition on statute of limitations grounds.
The prisoner later sought Rule 60(b)(6) relief, arguing that the
Supreme Court’s intervening decision in Artuz v. Bennett, 531
U.S. 4 (2000), marked a change in the interpretation of



       7
         Satterfield did argue that actual innocence should
allow for equitable tolling at the time of his petition.




                              15
AEDPA’s statute of limitations. 8 Gonzalez, 545 U.S. at 536.
The Court affirmed the denial of the prisoner’s Rule 60(b)(6)
motion, emphasizing that the district court’s initial ruling on
the timeliness of the petition was consistent with the Eleventh
Circuit’s then-prevailing interpretation of the statute. In that
sense, the Court observed, “[i]t is hardly extraordinary that
subsequently, after petitioner’s case was no longer pending,
this Court arrived at a different interpretation,” and “[a]lthough
[the Court’s] constructions of federal statutes customarily
apply to all cases then pending on direct review, not every
interpretation of the federal statutes setting forth the
requirements for habeas provides cause for reopening cases
long since final.” Id. (citation omitted).

        Both the State Respondents and the District Court
interpret Gonzalez as foreclosing Rule 60(b)(6) relief in
Satterfield’s case. They conclude that the change in law
brought about by McQuiggin—or any change in habeas law for
that matter—cannot serve as an extraordinary circumstance
justifying Rule 60(b)(6) relief. But Gonzalez does not mean
that a change in law may never serve as the basis for Rule
60(b)(6) relief. See Cox, 757 F.3d at 123 (“Gonzalez did not
say that a new interpretation of the federal habeas statutes—
much less, the equitable principles invoked to aid their
enforcement—is always insufficient to sustain a Rule 60(b)(6)
motion.”). Rather, Gonzalez leaves open the possibility that a


       8
          The Supreme Court in Artuz held “that an application
for state postconviction relief can be ‘properly filed’ even if the
state courts dismiss it as procedurally barred.” Gonzalez, 545
U.S. at 527.




                                16
change in law may—when accompanied by appropriate
equitable circumstances—support Rule 60(b)(6) relief. 9


       9
          The State’s brief and District Court’s opinion cite
several Eastern District of Pennsylvania decisions holding that
the change in law in McQuiggin is not an “extraordinary
circumstance” that can support a 60(b)(6) motion. See, e.g.,
Garcia v. Varner, Civ. A. No. 00-3668, 2014 WL 2777398, at
*4 (E.D. Pa. June 19, 2014); Williams v. Patrick, Civ. A. No.
07-776, 2014 WL 2452049, at *6 (E.D. Pa. June 2, 2014);
Pridgen v. Shannon, Civ. A. No. 00-4561, 2014 WL 1884919,
at *3 (E.D. Pa. May 12, 2014); Akiens v. Wynder, Civ. A. No.
06-5239, 2014 WL 1202746, at *2–3 (E.D. Pa. Mar. 24, 2014).
All of these decisions compare McQuiggin to Gonzalez, noting
that both represent a change in decisional law based on the
interpretation of the federal habeas statute of limitations. As
in Gonzalez, these courts found that McQuiggin was not
sufficient to be an extraordinary circumstance. We later
explain that McQuiggin is not merely a change in the
procedural law governing the statute of limitations in habeas
cases, as Gonzalez was. But to the extent that McQuiggin and
Gonzalez are similar, our decision in Cox, emphatically rejects
the notion that a particular change in law is never an
extraordinary circumstance. Notably, all of these district court
cases were decided before Cox was issued, and none engage in
a thorough examination of the case-specific equities.

       The State Respondents also cite several cases from
other circuits, all of which were rendered before Cox. See, e.g.,
Tamayo v. Stephens, 740 F.3d 986, 990 (5th Cir. 2014); Ryburn
v. Ramos, No. 09-cv-1176, 2014 WL 51880, at *2–3 (C.D. Ill.
Jan. 7, 2014); Rodgers v. Pfister, No. 11-3120, 2013 WL




                               17
        Our decision in Cox, rendered almost ten years after
Gonzalez, further confirms that our Circuit has “not embraced
any categorical rule that a change in decisional law is never an
adequate basis for Rule 60(b)(6) relief.” Id. at 121–22.
Instead, we have consistently taken the position “that
intervening changes in the law rarely justify relief from final
judgments under 60(b)(6).” Id. (emphasis in original). Rather
than impose any per se or bright-line rule that a particular
change in law is never an extraordinary circumstance, we
adhere to a “case-dependent analysis” rooted in equity. Id. at
124. This analysis manifests as a “flexible, multifactor
approach to Rule 60(b)(6) motions . . . that takes into account
all the particulars of a movant’s case,” even where the
proffered ground for relief is a post-judgment change in the
law. 10 Cox, 757 F.3d at 122.


5745835, at *2 (C.D. Ill. Oct. 23, 2013). Indeed, the Fifth
Circuit decision in Tamayo relies on an earlier decision in
Adams v. Thayler, 679 F.3d 312, 320 (5th Cir. 2012), which we
explicitly declined to adopt in Cox. 757 F.3d at 121.
       10
          We have explained that district courts should
examine, “inter alia, [1] the general desirability that a final
judgment should not be lightly disturbed; [2] the procedure
provided by Rule 60(b) is not a substitute for an appeal; [3]
the Rule should be liberally construed for the purpose of
doing substantial justice; [4] whether, although the motion is
made within the maximum time, if any, provided by the Rule,
the motion is made within a reasonable time; ... [5] whether
there are any intervening equities which make it inequitable
to grant relief; [6] any other factor that is relevant to the
justice of the [order] under attack....” Lasky v. Cont’l Prods.




                              18
        In this context, we opt for more analysis of the equitable
circumstances at play in Satterfield’s case. The District Court
concluded that the change of law in McQuiggin was not an
extraordinary circumstance that could support Rule 60(b)(6)
relief. As best we can tell, it incorrectly focused on whether
McQuiggin, in isolation, was sufficient to serve as an
extraordinary circumstance. Cox, on the other hand, requires a
district court to consider the full panoply of equitable
circumstances before reaching its decision. Whenever a
petitioner bases a Rule 60(b)(6) motion on a change in
decisional law, the court should evaluate the nature of the
change along with all of the equitable circumstances and
clearly articulate the reasoning underlying its ultimate
determination. Thus we remand.

        We will vacate the order of the District Court as it
relates to Satterfield’s Rule 60(b)(6) motion and remand to it
to carry out another analysis. The task of weighing the
equitable factors in order to grant or deny a Rule 60(b)(6)
motion is “left, in the first instance, to the discretion of a district
court.” Cox, 757 F.3d at 124. Should the District Court grant
Satterfield’s motion, he will be permitted to pursue his
meritorious ineffective-assistance-of-counsel claim once
more.

                                 IV.

       While the District Court must take the first pass at
weighing the equitable factors involved in Satterfield’s Rule
60(b)(6) motion, we emphasize that the nature of the change in

Corp., 804 F.2d 250, 256 (3d Cir. 1986) (quoting Mayberry v.
Maroney, 558 F.2d 1159, 1163 (3d Cir. 1977)).




                                  19
decisional law itself must be a factor in the analysis. The
principles underlying the Supreme Court’s decision in
McQuiggin are fundamental to our system of government and
are important to the inquiry on remand.

        McQuiggin allows a petitioner who makes a credible
showing of actual innocence to pursue his or her constitutional
claims even in spite of AEDPA’s statute of limitations by
utilizing the fundamental-miscarriage-of-justice exception—
an exception “grounded in the ‘equitable discretion’ of habeas
courts to see that federal constitutional errors do not result in
the incarceration of innocent persons.” McQuiggin, 133 S. Ct.
at 1931. Underlying the fundamental-miscarriage-of-justice
exception is a “[s]ensitivity to the injustice of incarcerating an
innocent individual,” and the doctrine aims “to balance the
societal interests in finality, comity, and conservation of scarce
judicial resources with the individual interest in justice that
arises in the extraordinary case.” Id. at 1932. For this reason,
“‘[i]n appropriate cases,’ the principles of comity and finality
that inform the concepts of cause and prejudice ‘must yield to
the imperative of correcting a fundamentally unjust
incarceration.’” Murray v. Carrier, 477 U.S. 478, 495 (1986)
(quoting Engle v. Isaac, 456 U.S. 109, 135 (1982)) (alteration
in the original). The Supreme Court has underscored the
importance of these principles, explaining that “concern about
the injustice that results from the conviction of an innocent
person has long been at the core of our criminal justice system.
That concern is reflected, for example, in the ‘fundamental
value determination of our society that it is far worse to convict
an innocent man than to let a guilty man go free.’” Id. at 325
(quoting In re Winship, 397 U.S. 358, 372 (1970) (Harlan, J.,
concurring)).




                               20
        The values encompassed by the fundamental-
miscarriage-of-justice exception and which drive the Supreme
Court’s decision in McQuiggin cannot be divorced from the
Rule 60(b)(6) inquiry. Cox requires a weighing of the
equitable factors at play in a particular case, and the nature of
the change in law itself is highly relevant to that analysis.
McQuiggin illustrates that where a petitioner makes an
adequate showing of actual innocence, our interest in avoiding
the wrongful conviction of an innocent person permits the
petitioner to pursue his constitutional claims in spite of the
statute-of-limitations bar. This interest is so deeply embedded
within our system of justice that we fail to see a set of
circumstances under which this change in law, paired with a
petitioner’s adequate showing of actual innocence, would not
be sufficient to support Rule 60(b)(6) relief in this context. 11
Put another way, a proper demonstration of actual innocence
by Satterfield should permit Rule 60(b)(6) relief unless the
totality of equitable circumstances ultimately weigh heavily in
the other direction. A contrary conclusion would leave open
the possibility of preventing a petitioner who can make a
credible showing of actual innocence from utilizing the
fundamental-miscarriage-of-justice exception simply because
we had not yet accepted its applicability at the time his petition
was decided—an outcome that would plainly betray the
principles upon which the exception was built. Such an
outcome would also implicate two factors of the Rule 60(b)


       11
           This also marks the key difference between
McQuiggin and Gonzalez, where the change in law was a
statutory interpretation of AEDPA’s statute of limitations, not
an equitable exception to the statute’s procedural requirements.




                               21
analysis recently identified by the Supreme Court: “the risk of
injustice to the parties” and “the risk of undermining the
public’s confidence in the judicial process.” Buck v. Davis,
137 S. Ct. 759, 778 (2017). Thus, if a petitioner can make a
showing of actual innocence, McQuiggin’s change in law is
almost certainly an exceptional circumstance. 12

        Given this observation about the importance of the
change in law effected by McQuiggin and the weight it should
carry in the equitable analysis, a court should focus its efforts
primarily on determining whether Satterfield has made an
adequate showing of actual innocence to justify relief. The
change in law brought about by McQuiggin will only permit
him to overcome his time-barred petition if he can make a
credible showing of actual innocence—a burdensome task that
requires a petitioner to “persuade[] the district court that, in
light of the new evidence, no juror, acting reasonably, would
have voted to find him guilty beyond a reasonable doubt.”
McQuiggin, 133 S. Ct. at 1928, 1935 (quoting Schlup, 513 U.S.
at 329). Thus, the miscarriage-of-justice exception and
McQuiggin’s holding more broadly will not be applicable to
Satterfield’s case if he cannot make a proper showing of actual
innocence, and the District Court must determine whether such
a showing has been made as a threshold matter. We leave this
inquiry entirely to the District Court on remand, and recognize
that the issue may require an evidentiary hearing during which
other equitable factors may come into play.


       12
            Because the equitable circumstances must be
balanced, we acknowledge that, just as there may be facts that
strengthen the determination that a change in law is
extraordinary, there could also be a set of heavily unfavorable
facts that require a different outcome.




                               22
       Among these additional equitable factors, the District
Court may consider Satterfield’s meritorious ineffective-
assistance-of-counsel claim. The Supreme Court’s recent
decision in Buck v. Davis established that the severity of the
underlying constitutional violation is an equitable factor that
may support a finding of extraordinary circumstances under
Rule 60(b)(6). The appellant in Buck sought to vacate the
court’s judgment so he could present an otherwise defaulted
claim of ineffective assistance of trial counsel. 137 S. Ct. at
777–79.

       McQuiggin also makes relevant whether Satterfield
raises a colorable claim of ineffective assistance of trial
counsel, as the actual innocence exception only provides a
gateway for courts to review a petitioner’s separate claim of
constitutional error. See McQuiggin, 133 S. Ct. at 1931; see
also Schlup, 513 U.S. at 316–17 (noting that petitioners
seeking habeas relief carry less of a burden when their
convictions are the result of unfair proceedings—and the actual
innocence threshold standard applies—than when they have
been convicted after a fair trial). Because Satterfield’s claim
of constitutional error—counsel’s unreasonable failure to
investigate and present exculpatory eyewitness testimony—is
the reason why the actual innocence exception could apply to
his case, the gravity of that error bears on the weight of his
McQuiggin claim.

       In previously granting Satterfield’s ineffective-
assistance claim, the District Court concluded that Satterfield’s
counsel was ineffective in failing to call the Freeman brothers
as witnesses or otherwise to present their testimony, and that
counsel’s error prejudiced Satterfield. Such a finding of
constitutionally deficient performance under Strickland v.
Washington, 466 U.S. 668 (1984), is rare. Thus, the District




                               23
Court may consider weighing this factor in favor of finding
extraordinary circumstances.

       Because the District Court is ruling on a Rule 60(b)
motion in the habeas context, it may also account for the
“[p]rinciples of finality and comity, as expressed through
AEDPA and habeas jurisprudence” by “consider[ing] whether
the conviction and initial federal habeas proceeding were only
recently completed or ended years ago.” Cox, 757 F.3d at 125.
When more time has elapsed since the final conviction, a court
will give more weight to the state’s interest in finality.

        The Supreme Court, however, has established that
considerations of finality and comity must yield to the
fundamental right not to be wrongfully convicted. See House
v. Bell, 547 U.S. 518, 536–37 (2006); Schlup, 513 U.S. at 320–
21 (citing Murray, 477 U.S. at 496); cf. Calderon v. Thompson,
523 U.S. 538, 557 (1998) (“In the absence of a strong showing
of ‘actual innocence,’ the State’s interests in actual finality
outweigh the prisoner’s interest in obtaining yet another
opportunity for review.” (citation omitted)). Hence the District
Court should give less weight to these factors when a petitioner
asserts a threshold claim of actual innocence. The fact that
Satterfield’s state proceeding ended a decade ago should not
preclude him from obtaining relief under Rule 60(b) if the court
concludes that he has raised a colorable claim that he meets this
threshold actual-innocence standard and that other equitable
factors weigh in his favor.

        As we have explained, though, the weighing of the
equitable factors in this case belongs to the District Court in
the first instance. Though we have pointed out the importance
of the change in McQuiggin and its weight in the Rule 60(b)(6)
analysis—as well as several other equitable factors for




                               24
consideration—we express no opinion on the final outcome.
The District Court is best positioned to carry out this analysis.

                               V.

       For the foregoing reasons, we will vacate the April 16,
2015 order of the District Court with respect to the denial of
Satterfield’s request for Rule 60(b)(6) relief and remand for
reconsideration of the whether the change of law wrought by
McQuiggin, combined with the other circumstances of the
case, merits relief under Rule 60(b)(6).




                               25
