                  United States Court of Appeals
                            For the Eighth Circuit
                        ___________________________

                                No. 17-1399
                        ___________________________

BNSF Railway Company, a Delaware Corporation authorized to do business in Nebraska

                       lllllllllllllllllllllPlaintiff - Appellant

                                          v.

                  Seats, Incorporated, a Wisconsin Corporation

                       lllllllllllllllllllllDefendant - Appellee
                                      ____________

                    Appeal from United States District Court
                     for the District of Nebraska - Lincoln
                                 ____________

                            Submitted: May 17, 2018
                             Filed: August 13, 2018
                                 ____________

Before WOLLMAN, BENTON, and STRAS, Circuit Judges.
                         ____________

BENTON, Circuit Judge.

      A BNSF engineer was injured when the backrest of his locomotive seat broke.
He sued the BNSF Railway Company, claiming the seat did not comply with the
federal standards in the Locomotive Inspection Act (LIA). The LIA requires
locomotives, their parts, and appurtenances be “in proper condition and safe to
operate without unnecessary danger of personal injury.” 49 U.S.C. § 20701(1). The
LIA has the “purpose and effect of facilitating employee recover[y]” by conferring
on railroads a “duty to provide safe equipment.” Urie v. Thompson, 337 U.S. 163,
188-89 (1949) (internal quotation marks omitted). An injured employee does not
have a private right of action under the LIA. Id. An injured employee does have a
private right of action under the Federal Employers’ Liability Act (FELA). 45 U.S.C.
§ 51. BNSF settled a FELA claim with the engineer.

       BNSF then sued Seats, Inc., to recover the costs of settlement. Seats designed,
manufactured, and marketed the seat that broke. Seats moved to dismiss, arguing that
the LIA preempts BNSF’s claims. BNSF countered that preemption does not apply
to claims based on federal standards of care. The district court, citing a lack of clear
authority, granted the motion to dismiss. See BNSF Ry. Co. v. Seats, Inc., 235 F.
Supp. 3d 1089 (D. Neb. 2017). See also Hughs v. Union Pacific R.R. Co., No. 5:15-
06079-CV-RK, 2017 WL 1609646 (W.D. Mo. Apr. 28, 2017) (slip op.). BNSF
appeals.

       This court reviews the grant of a motion to dismiss de novo. In re Pre-Filled
Propane Tank Antitrust Litig., 860 F.3d 1059, 1063 (8th Cir. 2017) (en banc). The
complainant “must show the plaintiff is entitled to relief, by alleging sufficient factual
matter, accepted as true, to state a claim to relief that is plausible on its face.” Id.,
quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal quotation marks and
citations omitted).

                                            I.

      The issue here is whether the LIA preempts BNSF’s products-liability claims
based on federally-imposed standards of care. The LIA preempts state legislation
because Congress intended it “to occupy the field” of “the design, the construction,
and the material of every part of the locomotive and tender and of all appurtenances.”
Napier v. Atlantic Coast Line R.R. Co., 272 U.S. 605, 611, 613 (1926). See Malone
v. White Motor Corp., 435 U.S. 497, 504 (1978) (“The purpose of Congress is the

                                           -2-
ultimate touchstone” of preemption analysis). The holding of Napier “admits of no
exception for state common-law duties and standards of care.” Kurns v. Railroad
Friction Prods. Corp., 565 U.S. 625, 637 (2012).

       Seats believes that the Napier and Kurns opinions resolve this case. Seats
emphasizes the words “admits of no exception . . ..” Id. Seats ignores the rest of the
sentence: “no exception for state common-law duties and standards of care.” Id. As
Kurns puts it, “state common-law duties and standards of care directed to the subject
of locomotive equipment are pre-empted by the LIA.” Id. See also First Sec. Bank
v. Union Pac. R.R. Co., 152 F.3d 877, 880 (8th Cir. 1998) (emphasizing that the LIA
preempts state common-law remedies). Neither Napier nor Kurns addresses the
present issue—whether the LIA preempts products-liability claims based on federal
standards of care.

       Three courts have held that the field preempted by the LIA does not include
state common-law actions based on LIA violations. See Delaware & Hudson Ry. Co.
v. Knoedler Mfrs., Inc., 781 F.3d 656, 667 (3d Cir. 2015); BNSF Ry. Co. v. Seats,
Inc., 349 P.3d 1096, 1100 (Ariz. Ct. App. 2015); Engvall v. Soo Line R.R. Co., 632
N.W.2d 560, 571 (Minn. 2001). Cf. Norfolk & Western Ry. Co. v. Ayers, 538 U.S.
135, 162 n.21, 165 n.23 (2003) (citing Engvall to support: “FELA defendants may
bring indemnification and contribution actions against third parties under otherwise
applicable state or federal law” and: “Once an employer has been adjudged negligent
with respect to a given injury, it accords with the FELA’s overarching purpose to
require the employer to bear the burden of identifying other responsible parties and
demonstrating that some of the costs of the injury should be spread to them”).

      The Third Circuit based its holding partly on Supreme Court decisions about
other statutes that allow common-law claims to remedy federal violations. See
Knoedler, 781 F.3d at 662-63. The Knoedler case focused on the Safety Appliance
Acts (SAAs). See 49 U.S.C. § 20301-06. The SAAs and the LIA are similar. Both

                                         -3-
regulate locomotive equipment. Both Acts “operate to exclude state regulation
whether consistent, complementary, additional, or otherwise.” Gilvary v. Cuyahoga
Valley Ry. Co., 292 U.S. 57, 60-61 (1934) (SAAs). Accord Kurns, 565 U.S. at 637,
citing Napier, 272 U.S. at 611-12 (LIA). “[T]he same principles apply in an action
under the [LIA] as in one under the Safety Appliance Acts.” Tipton v. Atchison,
Topeka, & Santa Fe Ry. Co., 298 U.S. 141, 151 (1936). The “congressional purpose
underlying the [LIA] is basically the same as that underlying the [SAAs]” that
locomotives “be employed in . . . active service . . . without unnecessary peril to life
or limb.” Urie, 337 U.S. at 190 (ellipses in original) (internal quotation marks and
citation omitted). Neither Act gives a private right of action to the injured employee.
Id. at 188-89. Both Acts are enforced by a private right of action under FELA. Id.

       The SAAs allow state common-law claims by nonemployees for federal
violations. See Crane v. Cedar Rapids & Iowa City Ry. Co., 395 U.S. 164, 166
(1969) (a “nonemployee must look for his remedy to a common-law action in tort,
which is to say that he must sue in a state court, in the absence of diversity, to
implement a state cause of action”). Cf. Breisch v. Cent. R.R. of N.J., 312 U.S. 484,
486 (1941) (finding there is no “longer a question as to the power of the state to
provide whatsoever remedy it may choose for breaches of the [SAAs]. The federal
statutes create the right; the remedy is within the state’s discretion”); Tipton, 298 U.S.
at 147-48 (the SAAs “do not give a right of action for their breach, but leave the
genesis and regulation of such action to the law of the states”). “Like the LIA, the
SAAs are silent as to whether state remedies are preempted. Despite that silence, the
Supreme Court decided . . . that relief under state law was not preempted.” Knoedler,
781 F.3d at 664.

       Seats argues that state claims based on federal standards of care threaten
national uniformity. “But the enforcement under state law of a federal standard of
care does not undermine national uniformity because it does not impose conflicting
regulations that a railroad must heed during interstate travel.” Id. at 666. Seats
asserts the LIA’s standard is “amorphous.” To the contrary, it is as definite and
                                           -4-
certain as any rule submitted to a jury. See Baltimore & Ohio R.R. Co. v. Groeger,
266 U.S. 521, 523-24 (1925) (rejecting assertion that the LIA “prescribes no definite
or ascertainable standard of duty”).

       If this court “were to hold that state law claims asserting a violation of the LIA
are preempted, railroads would be left with no remedy, no matter how obvious or
egregious the liability of an equipment supplier.” Knoedler, 781 F.3d at 664. The
district court erred in ruling that the LIA preempts BNSF’s products-liability claims.

                                           II.

       In a contract with General Electric—the locomotive manufacturer—Seats
agreed to manufacture the seat “in compliance with the LIA” and sell it for
installation in the locomotive. BNSF alleges a violation of this contractual
obligation.

      First: “Just as there is room for state tort remedies, there is room for state
contract remedies associated with the federal standards embodied in the LIA.” Id. at
667.

       Second: BNSF’s breach-of-contract claim does not require compliance with
a state duty or standard of care, but enforcement of a contract. Id. Contractual duties
are voluntarily assumed, not imposed by state law. Id. “[R]egardless of the breadth
of preemption: duties voluntarily undertaken cannot be considered as ‘state
imposed.’” Id. at 668. See American Airlines, Inc. v. Wolens, 513 U.S. 219, 228
(1995) (preemption does not “shelter airlines from suits alleging no violation of state-
imposed obligations, but seeking recovery solely for the airline’s alleged breach of
its own, self-imposed undertakings”).

        Seats claims that BNSF’s breach-of-contract claim “repackaged” its products-
liability claims and is not within the “narrow exception” in Wolens. To the contrary,

                                          -5-
Seats’s requirement to comply with the LIA is a self-imposed undertaking. Federal
laws do not preempt breaches of “self-imposed undertakings.” See, e.g., id. (finding
the Airline Deregulation Act does not preempt suits seeking recovery for breach of
airline’s own, self-imposed undertakings); Cipollone v. Liggett Grp., Inc., 505 U.S.
504, 526 (1992) (plurality opinion) (finding the Federal Cigarette Labeling and
Advertisement Act does not preempt suits seeking recovery for a breach of
voluntarily undertaken contractual commitment). See generally Bible v. United
States Student Aid Funds, Inc., 799 F.3d 633, 654 (7th Cir. 2015) (breach-of-
contract claim not preempted by federal law when plaintiff “seeks only to enforce the
federal standards that the parties agreed to in their contract”); UPS Supply Chain
Sols., Inc. v. Megatrux Transp., Inc., 750 F.3d 1282, 1294 (11th Cir. 2014)
(“Enforcement of a self-imposed undertaking” is not preempted by federal law).

       “To hold that the LIA preempts all breach-of-contract claims would allow, and
perhaps encourage, manufacturers to make grand contractual promises to obtain a
deal and then breach their duties with impunity.” Knoedler, 781 F.3d at 668. The
district court erred in ruling that the LIA preempts BNSF’s breach-of-contract claim.

                                         III.

       The district court did not address Seats’s “remaining grounds” to dismiss the
breach-of-contract and equitable claims, which are remanded to the district court.
“When it would be beneficial for the district court to consider an alternative argument
in the first instance, we may remand the matter to the district court.” Loftness
Specialized Farm Equip., Inc. v. Twiestmeyer & Assocs., 742 F.3d 845, 851 (8th Cir.
2014), citing Schweiss v. Chrysler Motors Corp., 922 F.2d 473, 476 (8th Cir. 1990)
(remanding to the district court to consider an alternative basis because “we would
benefit from having the District Court decide the issue . . . before we address it”),
Lafarge N. Am., Inc. v. Discovery Grp., LLC, 574 F.3d 973, 986 n.9 (8th Cir. 2009)
(declining to consider alternative bases because “we believe it would be beneficial
for the district court to address these issues in the first instance”), and Williams v.
                                         -6-
Target Stores, 479 Fed. Appx. 26, 28 (8th Cir. 2012) (declining to consider an issue,
even though the parties argued it, because it “was not decided below” and “is a matter
best left to the district court to consider in the first instance on remand”).

                                    *******

      The judgment is reversed, and the case remanded for further proceedings
consistent with this opinion.
                       ______________________________




                                         -7-
