          United States Court of Appeals
                     For the First Circuit

No. 18-2087

            DANTZLER, INC.; NORTHWESTERN SELECTA, INC.;
   ALBERIC COLÓN AUTO SALES, INC.; ALBERIC COLÓN DODGE CHRYSLER
 JEEP, INC.; ALBERIC COLÓN FORD, INC.; ALBERIC COLÓN MITSUBISHI,
       INC.; SACHS CHEMICAL, INC.; MAYS CHEMICAL COMPANY OF
       PUERTO RICO, INC.; MADERAS ALPHA, INC.; CELTA EXPORT
              CORPORATION; COUGAR PLASTICS CORPORATION;
  CARIBBEAN PRODUCE EXCHANGE, LLC; MADEARTE FURNITURE IMPORTS &
    DISTRIBUTORS, INC.; MADERAS 3C, INC.; MARJOR & SONS, INC.;
      M.M. FASHION & DESIGN, INC.; PAPELERA DEL PLATA, INC.;
   THE PAPERHOUSE CORP.; PLAVICA, INC.; EMPRESAS BERRÍOS, INC.;
        JOSÉ SANTIAGO, INC.; CORREA TIRE DISTRIBUTOR, INC.;
             EUGENIO SERAFIN, INC., d/b/a Est Hardware,

                     Plaintiffs, Appellees,

                               v.

        EMPRESAS BERRÍOS INVENTORY AND OPERATIONS, INC.;
                          CORREA TIRE,

                           Plaintiffs,

                               v.

      S2 SERVICES PUERTO RICO, LLC; RAPISCAN SYSTEMS, INC.,

                     Defendants, Appellants,

   PUERTO RICO PORTS AUTHORITY, JOHN DOE; JANE DOE; ABC CORP.,
             XYZ CORP.; UNKNOWN INSURANCE COMPANIES,

                           Defendants.


No. 18-2089

           DANTZLER, INC.; NORTHWESTERN SELECTA, INC.;
  ALBERIC COLÓN AUTO SALES, INC.; ALBERIC COLÓN DODGE CHRYSLER
    JEEP, INC.; ALBERIC COLÓN FORD, INC.; ALBERIC COLÓN MITSUBISHI,
          INC.; SACHS CHEMICAL, INC.; MAYS CHEMICAL COMPANY OF
          PUERTO RICO, INC.; MADERAS ALPHA, INC.; CELTA EXPORT
                 CORPORATION; COUGAR PLASTICS CORPORATION;
     CARIBBEAN PRODUCE EXCHANGE, LLC; MADEARTE FURNITURE IMPORTS &
       DISTRIBUTORS, INC.; MADERAS 3C, INC.; MARJOR & SONS, INC.;
         M.M. FASHION & DESIGN, INC.; PAPELERA DEL PLATA, INC.;
      THE PAPERHOUSE CORP.; PLAVICA, INC.; EMPRESAS BERRÍOS, INC.;
           JOSÉ SANTIAGO, INC.; CORREA TIRE DISTRIBUTOR, INC.;
                EUGENIO SERAFIN, INC., d/b/a Est Hardware,

                        Plaintiffs, Appellees,

                                  v.

           EMPRESAS BERRÍOS INVENTORY AND OPERATIONS, INC.;
                             CORREA TIRE,

                              Plaintiffs,

                                  v.

                     PUERTO RICO PORTS AUTHORITY,

                         Defendant, Appellant,

      S2 SERVICES PUERTO RICO, LLC; RAPISCAN SYSTEMS, INC.,
JANE DOE; ABC CORP., XYZ CORP.; and UNKNOWN INSURANCE COMPANIES,

                              Defendants.
                         ____________________

             APPEALS FROM THE UNITED STATES DISTRICT COURT
                    FOR THE DISTRICT OF PUERTO RICO

            [Hon. Francisco A. Besosa, U.S. District Judge]


                                Before

                    Torruella, Dyk,* and Thompson,
                           Circuit Judges.


*    Of the Federal Circuit, sitting by designation.


                                  -2-
     Eyck O. Lugo-Rivera, with whom María Teresa Figueroa-Colón,
Edge Legal Strategies, PSC, Mark C. Campbell, Matt Light, and
Shook, Hardy & Bacon L.L.P. were on brief, for appellants S2
Services Puerto Rico, LLC and Rapiscan Systems, Inc.
     Heriberto López-Guzmán, with whom H. López Law, LLC, Thomas
Trebilcock-Horan, and Trebilcock & Rovira, LLC were on brief, for
appellant Puerto Rico Ports Authority.
     Elwood C. Stevens, Jr., with whom James P. Roy, Domengeaux
Wright Roy & Edwards LLC, Manuel Sosa-Báez, Luis N. Saldaña, Ian P.
Carvajal, Saldaña, Carvajal & Vélez-Rivé, PSC, Alberto J.
Castañer, Castañer & Cía P.S.C., Deborah C. Waters, and Walters
Law Firm, PC were on brief, for appellees.



                           May 1, 2020




                               -3-
          TORRUELLA, Circuit Judge.   These appeals concern a suit

brought by a putative class of shippers (collectively, "Dantzler")

who use the services of ocean freight carriers to import goods

into Puerto Rico through the maritime port of San Juan.      Their

claims stem from a cargo scanning program implemented by the Puerto

Rico Ports Authority ("PRPA") in an effort to improve the safety

of the port.    Pursuant to that program, PRPA contracted with

Rapiscan Systems, Inc. ("Rapiscan") -- which later assigned its

rights and obligations to its wholly-owned subsidiary S2 Services

Puerto Rico LLC ("S2") -- to provide the technology and services

needed to scan all containerized inbound cargo.     To offset the

costs of the program, PRPA charged the ocean freight carriers a

fee for their use of the scanning facilities in the Port of San

Juan.   Dantzler alleges that, in response to that fee, ocean

freight carriers were "forced" to be "collection agents" that

collected fees from the shipper entities.   Consequently, Dantzler

brought a Section 1983 lawsuit against PRPA, Rapiscan, and S2

together, seeking money damages and requesting that the United

States District Court for the District of Puerto Rico declare and

enjoin the collection of the additional fee as violative of the

United States Constitution and Puerto Rico law.     The defendants

filed motions to dismiss the complaint, which the district court




                               -4-
granted in part and denied in part.        They now appeal the partial

denial of those motions.

           In the end, their appeals reduce to a question of

standing over which we have jurisdiction in these appeals from the

denial of immunity.    See Asociación De Subscripción Conjunta Del

Seguro De Responsabilidad Obligatorio v. Flores Galarza, 484 F.3d

1, 20 n.22 (1st Cir. 2007).       For the following reasons, we find

that Dantzler has failed to establish its constitutional standing

to sue PRPA, Rapiscan, and S2, and thus we vacate the district

court's order and remand for dismissal on jurisdictional grounds.

                            I.   Background

           Because these appeals follow from a decision on motions

to dismiss, we draw the facts from Dantzler's amended complaint

and any documents incorporated by reference therein.           See Katz v.

Pershing, LLC, 672 F.3d 64, 69 (1st Cir. 2012).

A.   Factual Background

           On   February   18,   2008,   the   Puerto   Rico   legislature

enacted Act No. 12 of 2008 ("Act 12"), which called for improved

safety procedures in Puerto Rico's ports.        P.R. Laws Ann. tit. 23,

§§ 3221-3223.    Prior to this law, port security "was predominantly

limited to random and manual searches of cargo."               Industria y

Distribución de Alimentos v. Trailer Bridge, 797 F.3d 141, 143

(1st Cir. 2015).


                                   -5-
           As a result of Act 12, on December 17, 2009, PRPA

contracted Rapiscan to provide cargo scanning services for the

scanning of containerized inbound cargo at the Port of San Juan on

behalf of PRPA.        On August 6, 2010, with PRPA's consent, Rapiscan

assigned its rights and obligations under the contract to its

wholly-owned subsidiary, S2.

           On February 16, 2011, PRPA and the Puerto Rico Treasury

Department executed a "Memorandum of Understanding" ("MOU") in

which   PRPA     acknowledged    that      "it   [was]   not   the    government

instrumentality with the proper legal jurisdiction and authority

to   intervene    as    of   right"   in   the   "well   known"      practice   of

concealing items in cargo containers "to avoid -- among other

reasons -- paying the applicable excise or other related taxes."

The authority to inspect cargo containers upon their arrival in

Puerto Rico inhered in the Puerto Rico Treasury Department "as one

of its powers in furtherance of its goal to collect taxes."

However, the MOU recalled that on August 2, 2007, PRPA and the

Treasury Department had signed a multi-party agreement with other

Puerto Rico agencies and instrumentalities whereby they "agreed to

cooperate in order to implement Puerto Rico's tax laws."1                Because



1  Act 12 adopted the purpose, findings, and policy objectives of
the August 2007 multi-party agreement.       See P.R. Laws Ann.
tit. 23, §§ 3221-3223.


                                        -6-
of "the important public policy interest involved and in the spirit

of interagency cooperation," PRPA and the Puerto Rico Treasury

Department agreed that PRPA, via S2, would assist in the scanning

of cargo that arrived at the Port of San Juan.

              Subsequently,    on   September     2,   2011,   PRPA   approved

Regulation 8067,2 which enabled PRPA to "implement a fast[-]track

method   of    inspecting     inbound   [c]argo   [c]ontainers    which   will

detect undisclosed taxable goods, as well as increase port security

in the Port of San Juan, while preserving a free flow of commerce

and the efficient movement of cargo."             To recover the heightened

costs associated with the scanning program incurred by PRPA,

Regulation 8067 established a system of "Enhanced Security Fees"

("ESFs"), which were assessed by PRPA on ocean freight carriers or

their agents arriving and unloading cargo in the Port of San Juan

(in addition to existing fees already charged for use of the port).3

Dantzler alleges, without any substantiation, that the defendants

"forced ocean carriers . . . into becoming [d]efendants' [ESF]




2  Regulation 8067 is titled "Regulation for Implementing the
Necessary Means to Guarantee an Efficient Flow of Commercial
Traffic in the Scanning of Inbound Cargo Containers, to Improve
Security and Safety at the Port Facilities, and/or to Otherwise
Implement the Public Policy of the Commonwealth of Puerto Rico
Delegated upon the Ports Authority."
3  The amount of the ESF varied based on the weight and type of
cargo.


                                        -7-
collection    agents"    that    "collected   [ESFs]    from   shippers   like

[Dantzler]."

             On October 16, 2013, a federal court found the ESFs

unconstitutional "as applied to shipping operators that neither

use nor have the privilege of using PRPA scanning facilities,"

because the imposition of such fees on those entities violated the

Commerce Clause.        Cámara de Mercadeo, Industria, y Distribución

de Alimentos v. Vázquez, No. 11-1978, 2013 WL 5652076, at *12, *14

(D.P.R.   Oct.   16,    2013).     The   court   also   enjoined   PRPA   from

collecting ESFs from "shipping operators [whose cargo is] not being

scanned pursuant to Regulation No. 8067."          Id. at *15.4    We upheld

these rulings as well as the constitutionality of PRPA's scanning

program as applied to shipping operators who have access to the

scanning service.        See Trailer Bridge, 797 F.3d at 143, 145.

PRPA, through S2 and Rapiscan, allegedly continued to assess ESFs

on shippers that imported cargo that was not containerized, on

shippers which did not have access to scanning stations, and on

shippers whose cargo was not scanned at all.

             Pursuant to Regulation 8067, the authorization for using

the scanning program would end on June 30, 2014, "unless [the]


4  The court found that "[o]nly three shipping operators' terminals
[were] . . . equipped with PRPA scanning facilities," and that
bulk cargo was not scanned. Vázquez, No. 11-1978, 2013 WL 5652076,
at *5.


                                     -8-
term   was    extended,      modified[,]      or    amended     prior    [to]    its

expiration."       Although PRPA never modified, extended, or amended

such term prior to June 30, 2014, it nevertheless "continued to

implement    the     cargo   scanning    program     despite    and     beyond   its

expiration."       On October 28, 2016, the Puerto Rico Court of Appeals

issued a judgment ordering PRPA to cease and desist from continuing

to implement the program because Regulation 8067 had expired.                    See

Cámara de Mercadeo, Industria y Distribución de Alimentos v.

Autoridad de los Puertos, No. 2015-002, 2016 WL 7046805, at *8

(P.R. Ct. App. Oct. 28, 2016).           Nevertheless, PRPA, Rapiscan, and

S2 allegedly continued to assess and collect ESFs in connection

with the scanning program.

             PRPA,    Rapiscan,   and    S2   have    jointly    "collected      and

derived   economic     benefit    from    the      [ESFs],"   which     has   caused

Dantzler to "sustain[] substantial and continuing economic losses

in total amounts . . . reasonably believed to be in excess of

$150,000,000.00."

B.   Procedural History

             On April 5, 2017, Dantzler sued PRPA, Rapiscan, and S2

in the United States District Court for the District of Puerto

Rico "seeking disgorgement of unlawfully collected scanning fees

on shipments imported through the maritime port of San Juan."

Subsequently, on August 30, 2017, it amended its complaint, seeking


                                        -9-
relief pursuant to 42 U.S.C. § 1983 for PRPA, Rapiscan, and S2's

alleged violation of Dantzler's constitutional rights under the

Fifth and Fourteenth Amendments and the Commerce Clause of the

United States Constitution.          Dantzler alleged that the fees it and

other similarly-situated shipper entities paid for the scanning of

cargo imported through the Port of San Juan "were illegally

collected by Defendants under color of law and authority."                       The

amended    complaint      also    asserted    causes    of    action   for    unjust

enrichment and restitution against all three defendants pursuant

to Articles 7 and 1795 of the Puerto Rico Civil Code, respectively.

Additionally, Dantzler sought a declaration that S2 was the alter

ego   of   Rapiscan,      an   injunction     of    PRPA,    Rapiscan,   and    S2's

"unlawful conduct," and the reimbursement "for any monies paid

pursuant to [that] unlawful conduct."

            On December 19, 2017, Rapiscan and S2 filed a motion to

dismiss     the    amended       complaint    for    lack     of    subject-matter

jurisdiction and failure to state a claim under Fed. R. Civ. P.

12(b)(1) and (12)(b)(6).            They argued that (1) Dantzler lacked

standing to challenge the ESFs because it was the ocean freight

carriers    who    paid   those     fees,    not    Dantzler;      (2) the   amended

complaint failed to state a claim under 42 U.S.C. § 1983 "because

it [did] not allege that Rapiscan or S2 individually caused any

violation     of    [Dantzler's]       alleged       constitutional          rights";


                                       -10-
(3) Rapiscan and S2 were entitled to qualified immunity "as a

former and current government contractor"; and (4) the amended

complaint "fail[ed] to state claims for unjust enrichment and undue

collection under Puerto Rico law because it d[id] not allege that

Rapiscan or S2 received compensation for their services without

cause."

            On May 23, 2018, PRPA also moved to dismiss the amended

complaint for lack of subject-matter jurisdiction, failure to

state a claim, and failure to join a required party under Fed. R.

Civ. P. 12(b)(1), 12(b)(6), and 12(b)(7), respectively.                       PRPA,

like Rapiscan and S2, asserted that Dantzler lacked constitutional

standing to bring its claims because they were "improperly anchored

on [the] [ocean freight] carrier's independent decisions to charge

operating fees."       PRPA also maintained that, in any event, (1) it

was "cloaked with sovereign immunity" because it was "an arm of

the    state    for     purposes      of     the   cargo    scanning       program";

(2) Dantzler's        Section 1983     claims      were    mostly   time    barred;

(3) the amended complaint failed to state a cause of action for

unjust    enrichment     or   undue    collection;        (4) Dantzler's     claims

grounded on PRPA's alleged ultra vires conduct were inapposite;

and (5) Dantzler failed to include the ocean freight carriers,

"who   [were]   indispensable         to    any    litigation   challenging     the

collection of ESFs."


                                           -11-
            On September 26, 2018, the district court partially

granted Rapiscan, S2, and PRPA's motions to dismiss.              Dantzler,

Inc. v. P.R. Ports Auth., 335 F. Supp. 3d 226 (D.P.R. 2018).             It

dismissed Dantzler's Fifth and Fourteenth Amendment claims brought

under Section 1983, but it denied the motions as to the Commerce

Clause and Puerto Rico law claims.             Id. at 239.   We recount the

court's rationale regarding the issues relevant on appeal.

            First, the district court rejected PRPA, Rapiscan, and

S2's standing argument, concluding that Dantzler had successfully

established    that   it    met   the    constitutional   requirements   for

standing.     Id. at 242.    Specifically, the court found that, while

the ESFs were imposed on ocean freight carriers, the carriers

"collected those fees" from Dantzler, and thus, Dantzler was, "[a]t

[a] minimum, . . . allegedly injured indirectly by the government

regulation," and that injury was "fairly traceable" to PRPA,

Rapiscan, and S2.     Id. at 241-42.

            Next, the district court also found that PRPA was not

entitled to sovereign immunity because it was not "an arm of the

state."     Id. at 243.     It concluded that, although the structural

indicators used to determine whether Puerto Rico intended PRPA to

be an arm of the state "point[ed] in different directions," id.,

because PRPA failed to demonstrate that Puerto Rico "would be

liable for a judgment against PRPA in this case," or that "the


                                        -12-
Puerto Rico Department of Treasury would pay for the damages in

this action," id. at 244, PRPA was not entitled to immunity, id.

at 245.

             Finally, the district court determined that Rapiscan and

S2 were not entitled to qualified immunity because they were "not

individual     people,   and      therefore     [were]   not   government

'officials'" for purposes of the qualified immunity analysis.        Id.

at 253.   In making its determination, the court adopted the Sixth

Circuit Court of Appeals's position that "private corporations are

not public officials" and cannot be entitled to qualified immunity.

Id. at 252 (citing Hammons v. Norfolk S. Corp., 156 F.3d 701, 706

n.9 (6th Cir. 1998)).

             On October 19, 2018, Rapiscan and S2 timely appealed the

partial denial of their motion to dismiss based on standing and

qualified immunity.      PRPA similarly filed a notice of appeal

seeking review of the district court's denial based on standing

and sovereign immunity.

                            II.    Discussion

             PRPA, Rapiscan, and S2 have a threshold argument in

common: they assert that Dantzler's claims must be dismissed for

lack of subject matter jurisdiction because Dantzler fails to

satisfy the standing requirements of Article III of the United

States Constitution to challenge the ESFs.           "[B]ecause standing


                                    -13-
is   a   prerequisite    to   a    federal   court's    subject   matter

jurisdiction," Hochendoner v. Genzyme Corp., 823 F.3d 724, 730

(1st Cir. 2016), and we must "assure ourselves of our jurisdiction

under the federal Constitution" before we proceed to the merits of

a case, Pérez-Kudzma v. United States, 940 F.3d 142, 144 (1st Cir.

2019), we begin (and end) by addressing the appellants' standing

arguments.

A.   Article III Standing Principles

             "[N]o principle is more fundamental to the judiciary's

proper role in our system of government than the constitutional

limitation    of   federal-court   jurisdiction   to   actual   cases   or

controversies."     Massachusetts v. U.S. Dep't of Health & Human

Servs., 923 F.3d 209, 221 (1st Cir. 2019) (alteration in original)

(quoting DaimlerChrysler Corp. v. Cuno, 547 U.S. 332, 341 (2006)).

To "assure[] respect" for this limitation, Hochendoner, 823 F.3d

at 731, "plaintiffs must 'establish that they have standing to

sue,'" U.S. Dep't of Health & Human Servs., 923 F.3d at 221

(quoting Raines v. Byrd, 521 U.S. 811, 818 (1997)).

             "The existence vel non of standing is a legal question

and, therefore, engenders de novo review."        Me. People's All. &

Nat. Res. Def. Council v. Mallinckrodt, Inc., 471 F.3d 277, 283

(1st Cir. 2006); see also ITyX Solutions AG v. Kodak Alaris, Inc.,

952 F.3d 1, 9 (1st Cir. 2020).     PRPA, Rapiscan, and S2's challenge


                                   -14-
of Dantzler's standing arises in the pleading stage, so this Court

takes   all    well-pleaded     facts   in   the   complaint   as    true   and

"indulge[s] all reasonable inferences" in Dantzler's favor to

determine      whether    it   plausibly     pleaded   facts   necessary    to

demonstrate standing to bring the action.              Hochendoner, 823 F.3d

at 730; see also Lujan v. Defs. of Wildlife, 504 U.S. 555, 561

(1992) ("Since [the elements of standing] are not mere pleading

requirements but rather an indispensable part of the plaintiff's

case, each element must be supported . . . with the manner and

degree of evidence required at the successive stages of the

litigation.").       Conclusory assertions or unfounded speculation

will not suffice.        See Hochendoner, 823 F.3d at 731.

              Furthermore, the "irreducible constitutional minimum" of

standing entails three elements.           Spokeo, Inc. v. Robins, 136 S.

Ct. 1540, 1547 (2016); Pérez-Kudzma, 940 F.3d at 144-45.                     A

plaintiff must establish "(1) an injury in fact which is 'concrete

and particularized' and 'actual or imminent, not conjectural or

hypothetical,' (2) that the injury is 'fairly traceable to the

challenged action,' and (3) that it is 'likely . . . that the

injury will be redressed by a favorable decision.'"                 U.S. Dep't

of Health & Human Servs., 923 F.3d at 221-22 (quoting Lujan, 504

U.S. at 560).




                                     -15-
            An injury is "concrete" if it is real, and not abstract.

Spokeo, Inc., 136 S. Ct. at 1548.             To be particularized, the

plaintiff must have been affected "'in a personal and individual

way' by the injurious conduct," Hochendoner, 823 F.3d at 731

(quoting Spokeo, Inc., 136 S. Ct. at 1548), and must allege "that

he, himself, is among the persons injured by that conduct," id. at

732.     The injury must either have happened or there must be a

sufficient threat of it occurring to be actual or imminent.           Katz,

672 F.3d at 71.

            The "traceability" or causation element "requires the

plaintiff to show a sufficiently direct causal connection between

the    challenged   action   and   the   identified   harm."    Id.    That

connection "cannot be overly attenuated."             Id. (quoting Donahue

v. City of Bos., 304 F.3d 110, 115 (1st Cir. 2002)).           "[C]ausation

is absent if the injury stems from the independent action of a

third party," id. at 71-72, so long as the injury is not the

product of that third party's "coercive effect," Wine & Spirits

Retailers, Inc. v. Rhode Island, 418 F.3d 36, 45 (1st Cir. 2005)

(quoting Bennett v. Spear, 520 U.S. 154, 169 (1997)).

            Finally, the redressability element of standing requires

that the plaintiff allege "that a favorable resolution of [its]

claim would likely redress the professed injury."           Katz, 672 F.3d

at 72.    This means that it cannot be merely speculative that, if


                                    -16-
a court grants the requested relief, the injury will be redressed.

See Simon v. E. Ky. Welfare Rights Org., 426 U.S. 26, 42-43 (1976).

             Against   this   background,     we    now   consider     whether

Dantzler has standing to bring its claims against PRPA, Rapiscan,

and S2.

B.    Article III Standing for Claims Against PRPA

             Dantzler posits that it has constitutional standing

because it was among the "class of clearly foreseeable shippers"

who   were   "harmed   in   their   individual     capacities    by   improper

charges" and it satisfies all the requirements for standing.

Specifically, Dantzler argues that (1) its injury does not deal

with the regulation of ocean freight carriers but instead with the

direct losses it suffered as a result of paying the ESFs, which

caused an economic harm of approximately $150 million; (2) it has

shown that PRPA's conduct "was a substantial factor in producing"

its injury, and even an attenuated causal chain may satisfy

Article III's     standing    requirements;      and   (3) its    injury    is

redressable through a monetary award.

             We are unconvinced by Dantzler's argument and instead

agree with PRPA that Dantzler has failed to set forth allegations

in its complaint that are sufficient to establish its Article III

standing.




                                    -17-
             Dantzler's     amended       complaint        alleges           that   PRPA's

"negligent, reckless[,] and illegal act[]" of collecting ESFs in

connection with the cargo scanning program has caused it and "other

similarly     situated     shippers"       to     "sustain[]         substantial        and

continuing economic losses in total amounts which are unknown at

this     time,   but     reasonably       believed        to    be      in     excess    of

$150,000,000.00."         While PRPA disputes the accuracy of these

allegations, we must take them as true at this stage and determine

whether they are sufficient to allege an injury-in-fact.                                See

Hochendoner, 823 F.3d at 730.             "It is a bedrock proposition that

'a     relatively   small     economic         loss -- even       an     "identifiable

trifle" -- is enough to confer standing.'"                     Katz, 672 F.3d at 76

(quoting Adams v. Watson, 10 F.3d 915, 924 (1st Cir. 1993)).                        Thus,

Dantzler's       allegation       of      economic         harm        satisfies        the

injury-in-fact requirement.              See id.     Nevertheless, it stumbles

over the remaining two requirements of Article III standing --

causation and redressability.

             Dantzler     fails     to        plausibly        allege        that   PRPA's

assessment and collection of ESFs from third parties not before

the court -- i.e., the ocean freight carriers -- directly caused

its injury.      See id. at 77-78.            The Supreme Court has cautioned

against    courts      finding    that    a    plaintiff's        injury       is   fairly

traceable to a defendant's conduct where the plaintiff alleges a


                                         -18-
causal chain dependent on actions of third parties.                       See Allen v.

Wright, 468 U.S. 737, 757-59 (1984) (finding the "links in the

chain of causation" between the challenged conduct and the alleged

injury     "far     too      weak   for      the     chain     as     a     whole     to

sustain . . . standing" where the chain involved "numerous third

parties"    whose      independent        actions     had     an     uncertain       and

speculative       effect);    Simon,   426    U.S.    at     42-45   (finding       that

decisions by a third party were too uncertain, which broke the

chain of causation between the injury and the challenged actions).

The injury Dantzler alleges it suffered depended on the actions of

the ocean freight carriers, the entities that were required to pay

the ESFs to PRPA.         Dantzler did not directly pay the ESFs to PRPA,

nor did PRPA assess the ESFs on Dantzler; rather, Dantzler alleges,

without elaboration, that the ocean freight carriers collected

ESFs from their customers -- i.e., the shipper entities like

Dantzler.     As the injury here is indirect, Dantzler has a much

more difficult job proving a causal chain.                   See Lujan, 504 U.S.

at 562; Simon, 426 U.S. at 44-45.

            Dantzler alleged in its amended complaint the following:

         According to Regulation 8067, the ocean carriers or
         their agents[] must pay PRPA the [ESFs] to recover
         the costs incurred by PRPA in the scanning program.
         Ocean carriers and their agents, in turn, collected
         [ESFs] from shippers like named Plaintiffs and
         putative class members who import cargo through the
         maritime ports of San Juan. Thus, in furtherance of
         their scheme, Defendants, Rapiscan, S2 Services and

                                       -19-
         [] PRPA purposely forced ocean carriers and their
         agents into becoming Defendants' [ESF] collection
         agents.

But Dantzler's allegation "is nothing more than a bare hypothesis

that [ocean freight carriers] possibly might push this aspect of

[their] operational costs onto [Dantzler]."   Katz, 672 F.3d at 77.

Under the regulation, ocean freight carriers had to pay PRPA the

ESFs, but neither the regulation nor PRPA controlled the ocean

freight carriers' relationships with their customers, such as

Dantzler.   Dantzler does not otherwise plausibly allege that ocean

freight carriers were forced by PRPA (or Rapiscan and S2) to

collect the ESFs from Dantzler (or anyone else).   See Ashcroft v.

Iqbal, 556 U.S. 662, 678 (2009).       Nor does Dantzler plausibly

allege that PRPA coerced the ocean freight carriers to collect the

ESFs from Dantzler.   See Wine & Spirits Retailers, Inc., 418 F.3d

at 45.

            The complaint does not describe Dantzler's injury "in

terms specific enough to indicate that it will result from" PRPA's

imposition of ESFs on ocean freight carriers rather than from a

"multitude of other factors."   Pérez-Kudzma, 940 F.3d at 145.   As

a result, Dantzler fails to demonstrate how PRPA imposing ESFs on

a third party caused the injury of which it complains.   This case

is therefore very similar to Ammex, Inc. v. United States, 367

F.3d 530 (6th Cir. 2004), which held that a gas station did not


                                -20-
have standing to challenge gas taxes paid by suppliers from which

the station purchased gasoline.            Id. at 534.      Moreover, Dantzler

has not provided sufficient "factual matter," Iqbal, 556 U.S. at

677, in its complaint to support its theory that the ocean freight

carriers were "forced" into being the defendants' "collection

agent."   Dantzler thus fails to satisfy the causation requirement

for Article III standing.

           While   this    is   dispositive         of    Dantzler's      standing

argument, we also address the redressability requirement, as these

two   elements   "hinge   on    the    response"     of    the    ocean    freight

carriers -- the party charged the ESFs.              See Lujan, 504 U.S. at

562 (finding that "causation and redressability ordinarily hinge

on the response of the regulated (or regulable) third party to the

government action or inaction").

           For much the same reason there is no causation, Dantzler

fails to successfully allege redressability.                 Although Dantzler

need not demonstrate that its entire injury will be redressed by

a favorable judgment, it must show that the court can fashion a

remedy that will at least lessen its injury.                     Antilles Cement

Corp. v. Fortuño, 670 F.3d 310, 318 (1st Cir. 2012); see also

Simon, 426 U.S. at 43-46 (requiring that plaintiffs show it is

likely,   rather   than   speculative,       that    their       injury   will   be

redressed).      The   complaint      in   this   case    seeks    predominantly


                                      -21-
injunctive and declaratory relief.                   Because redressing Dantzler's

injury depends in large part, if not in total, on the conduct of

the ocean freight carriers -- namely, what they decide to charge

(disguised as ESF-related costs or otherwise) to their customers

-- it is far from certain that enjoining PRPA from collecting ESFs

from      the   ocean       freight           carriers,      or        declaring     ESFs

unconstitutional, will guarantee that those carriers lower the

costs they charge Dantzler.               See Lujan, 504 U.S. at 568; Simon,

426 U.S. at 45-46.         The ocean freight carriers, who were not made

parties    to   the    case,      would    not    be    bound     to    treat   Dantzler

differently in the event of an injunction or declaration of

unconstitutionality.        Thus, Dantzler has not demonstrated that its

injury would be alleviated by the relief the district court could

have   provided       in   this    case   5    and     has   thus      failed   to   show

redressability.

            Accordingly,          Dantzler       has     failed     to    satisfy     the

constitutional standing requirements with respect to its Commerce

Clause and Puerto Rico law claims against PRPA.6


5   We acknowledge that Dantzler satisfies the redressability
requirement insofar as it seeks money damages to redress its
economic injury. See Donahue v. City of Bos., 304 F.3d 110, 116
(1st Cir. 2002) (requiring that courts examine whether a plaintiff
has standing for each form of relief sought).      However, as we
already explained, it still fails to establish causation, which is
fatal to the standing inquiry.
6   While our conclusion makes it unnecessary to reach PRPA's

                                          -22-
C.   Article III Standing for Claims Against Rapiscan and S2

           For substantially the same reasons as we find that

Dantzler lacked standing to assert its claims against PRPA, we

hold that Dantzler similarly fails to set forth allegations in its

complaint that are sufficient to establish its constitutional

standing to sue Rapiscan and S2.          Additionally, we emphasize the

limited role that Rapiscan and S2 play in the alleged scheme.

Rapiscan   and   S2   simply    provide    the   scanning   services   for

containerized cargo that arrives at the Port of San Juan pursuant

to a contract with PRPA.       Rapiscan and S2 are not involved in the

assessment or collection of the ESFs.             Indeed, the complaint

alleges that ocean freight carriers paid those fees exclusively to

PRPA.

           Consequently, Dantzler does not plausibly allege that

its injury resulted from Rapiscan and S2's actual scanning of cargo

or from accepting payment from PRPA for its scanning services,


argument that it is entitled to sovereign immunity, we note that
given the analytical framework set forth in Grajales v. P.R. Ports
Auth., 831 F.3d 11 (1st Cir. 2016), combined with the fact that
the cargo scanning program was implemented to further the
governmental purposes of improving national security and ensuring
proper tax collection, we find it difficult to see how PRPA cannot
be cloaked with sovereign immunity here in its performance of an
inspection function that is governmental in nature. See id. at
20 n.9; see also Thacker v. Tenn. Valley Auth., 139 S. Ct. 1435
(2019). We view this, thus, as an alternative ground supporting
our ultimate conclusion vacating and remanding the district
court's order and partial judgment.


                                   -23-
which to some extent was derived from PRPA's collection of ESFs

from the ocean freight carriers.       It follows, thus, that the causal

chain in this scenario is even more attenuated (if not completely

broken) than it is in the scenario above with respect to PRPA, as

Rapiscan and S2 were not engaged in either the assessment or

collection    of   the   ESFs   that     allegedly   injured   Dantzler.

Therefore, neither the assessment nor the collection of the ESFs

is "fairly traceable" to Rapiscan and S2.         Pérez-Kudzma, 940 F3d

at 145; see Katz, 672 F.3d at 71 (finding that "the opposing party

must be the source of the harm").

            Likewise, with respect to Dantzler's claims against

Rapiscan and S2, redressability not only depends on the conduct of

the ocean freight carriers who are not parties to this case, but

the injunctive and declaratory relief Dantzler seeks, if granted

against Rapiscan and S2, would have absolutely no effect to remedy

the alleged injury because it is PRPA who imposes the fees Dantzler

alleges are being collected from it.7       And since "a federal court

[can] act only to redress injury that fairly can be traced to the

challenged action of the defendant, and not injury that results

from the independent action of some third party not before the


7  We do   not interpret Dantzler's claims to challenge the actual
scanning   service performed by Rapiscan and S2 but the assessment
of ESFs    by PRPA as a consequence of the costs incurred by the
scanning   program.


                                 -24-
court," Dantzler has not met the redressability requirement as to

its claim for damages.        See Simon, 426 U.S. at 41-42.           Thus,

Dantzler has not demonstrated that its injury would be lessened by

the relief it requests from the court with respect to Rapiscan and

S2, and thus fails to show redressability.          Accordingly, Dantzler

lacks Article III standing to assert its claims against Rapiscan

and S2.

            We need not go further.        We agree with PRPA, Rapiscan,

and S2 that Dantzler has failed to set forth allegations in its

complaint   that   are   sufficient   to    establish   its   Article   III

standing.    We therefore conclude that Dantzler cannot assert its

claims against the defendants.

                            III.    Conclusion

            For   the   foregoing   reasons,   we   vacate    the   district

court's order and partial judgment and remand for dismissal on

jurisdictional grounds.      The parties shall bear their own costs.

            Vacated and Remanded.




                                    -25-
