                              In the

United States Court of Appeals
               For the Seventh Circuit
                          ____________

No. 07-3554

W ISCONSIN C ENTRAL, L TD.,
                                                    Plaintiff-Appellee,
                                  v.

C ATHERINE S HANNON and N ANCY M C D ONALD,

                                             Defendants-Appellants.
                          ____________
             Appeal from the United States District Court
        for the Northern District of Illinois, Eastern Division.
                No. 07 C 994—Ruben Castillo, Judge.
                          ____________

      A RGUED M AY 14, 2008—D ECIDED A UGUST 26, 2008
                          ____________



 Before B AUER, F LAUM, and M ANION, Circuit Judges.
  F LAUM, Circuit Judge. Wisconsin Central, LTD. (“WCL”),
an interstate railroad company, brought a suit seeking
declaratory and injunctive relief in federal court after
the Illinois Department of Labor (“the IDOL”) began
investigating claims that WCL had violated overtime
regulations under the Illinois Minimum Wage Law, 820
ILL. C OMP. S TAT. 105/4a. The basis for WCL’s suit was
that the State’s overtime provisions were preempted by
2                                              No. 07-3554

federal law. This preemption argument was based on two
separate grounds: (1) that enforcing the Illinois law would
require interpreting provisions in WCL’s collective bar-
gaining agreements (“CBAs”) and was thus preempted
by the federal Railway Labor Act (“RLA”), 45 U.S.C.
§§ 151-188, which required that all CBA disputes be
resolved in arbitration; and (2) that Congress’s regula-
tion of the railways was so vast that field preemption
applied. On cross-motions for summary judgment, the
district court found for WCL on the first preemption claim,
and thus did not address the field preemption issue. For
the following reasons, we find that the issue of preemp-
tion under the RLA was not ripe for consideration, but
that Congress has so occupied the field of railway regula-
tion that Illinois’s overtime law is preempted as applied
to the railways.


                     I. Background
  WCL is a railroad that operates in Wisconsin, Minnesota,
Michigan, and Illinois. In 2005, the IDOL received com-
plaints from five WCL “signal maintainers” claiming they
had been denied overtime wages owed under Illinois law.
See 820 ILL. C OMP. S TAT. 105/4a. As signal maintainers,
these employees fell within one of the four categories of
WCL employees (which includes communications and
signal employees, conductors, locomotive engineers, and
maintenance-of-way employees) that work in Illinois and
have entered into CBAs with the railway concerning the
terms and conditions of employment.
  Defendant Nancy McDonald, an IDOL compliance
officer, was assigned to investigate these claims. McDonald
No. 07-3554                                                 3

sought to verify and corroborate the claimants’ allegations.
After speaking with some of the claimants, McDonald sent
a letter to WCL’s Illinois office on August 22, 2006, request-
ing the company’s payroll records from September 2003
to the present for all signal maintainers. On September 5,
WCL replied by letter, explaining its position that, because
the signal maintainers were employed pursuant to a CBA
entered into under the RLA, 45 U.S.C. § 151 et seq., that Act
preempted the State’s overtime law. WCL received a
response to this letter on January 29, 2007, in which
McDonald explained that she was proceeding with her
investigation since there was currently no Chief Counsel
at the IDOL able to review WCL’s preemption claim.
McDonald also stated that if WCL did not voluntarily
comply with her records request, she would subpoena the
railway to compel the payroll records’ production. See
820 ILL. C OMP. S TAT. 105/7(c). Moreover, McDonald noted
that the IDOL would bring enforcement proceedings
against WCL under 820 ILL. C OMP. S TAT. 105/12 if, after
her investigation, it was determined that the Illinois
Minimum Wage Law’s overtime provisions had been
violated.
  This prompted WCL to file, on February 21, 2007, a two-
count suit in federal court seeking declaratory and in-
junctive relief. The suit, brought against McDonald and
Catherine Shannon, the then-Acting Director and now
Director of the IDOL, in their official capacities, claimed
that enforcement of the State’s overtime law against WCL
was preempted by federal law. Five days later, on
February 26, the IDOL issued a subpoena to WCL, seeking
the time and payroll records not only for the signal
4                                               No. 07-3554

maintainers, but for every WCL employee at the company
from September 1, 2003 to February 28, 2007. The IDOL
subsequently agreed to extend the deadline for re-
sponding to the subpoena until after the resolution of
WCL’s lawsuit.
   On March 29, 2007, WCL amended its complaint to its
present version. Count 1 sought declaratory relief, claiming
that based on Congress’s vast regulation of the railway
industry, field preemption applied, thus barring the
Illinois Minimum Wage Law’s applicability to WCL. Count
2 sought to enjoin the IDOL from enforcing the Illinois
Minimum Wage Law against WCL on the same grounds.
Counts 3 and 4 sought the same relief as Counts 1 and 2,
but on the basis that the RLA preempted Illinois’s over-
time law from being enforced with respect to those work-
ers employed pursuant to a CBA.
  The IDOL filed a motion to dismiss WCL’s complaint
on April 23, 2007. The district court converted the motion
to dismiss to a motion for summary judgment, which
WCL responded to with a cross-motion for summary
judgment. On September 21, 2007, the district court issued
a memorandum opinion and order, granting summary
judgment for WCL and denying it for the IDOL. The
district court found for WCL on the basis of the RLA’s
preemptive force, reasoning that determining whether
WCL had violated Illinois’s overtime provisions would
require interpreting the applicable CBAs, something
which the RLA mandates occur through an arbitration
process outside the state or federal courts. See Hawaiian
Airlines v. Norris, 512 U.S. 246, 252-53 (1994). Having found
No. 07-3554                                                   5

for WCL on this ground, the district court did not need
to determine whether field preemption also precluded the
IDOL from enforcing the Illinois Minimum Wage Law
against the railway. The IDOL then brought this appeal,
with WCL, in its response brief, contending that this
Court, if reversing the district court, could still find for
the railway on the basis of field preemption.


                       II. Discussion
  This appeal raises two preemption issues: (1) whether
the IDOL’s investigation and enforcement of Illinois’s
overtime law is preempted by the RLA; and (2) whether
field preemption precludes the State’s overtime provi-
sion’s applicability to the railway, on the basis of Con-
gress’s comprehensive regulation of the rail industry.
Because this appeal comes to this Court from cross-motions
for summary judgment, we review the district court’s
findings de novo, Aux Sable Liquid Prods. v. Murphy, 526
F.3d 1028, 1032 (7th Cir. 2008). As with any summary
judgment motion, this Court reviews these cross-motions
“construing all facts, and drawing all reasonable infer-
ences from those facts, in favor of . . . the non-moving
party.” Automobile Mechanics Local 701 Welfare & Pension
Funds v. Vanguard Car Rental USA, Inc., 502 F.3d 740, 748
(7th Cir. 2007) (quoting Hall v. Bodine Elec. Co., 276 F.3d 345,
352 (7th Cir. 2002)). Here, however, because there are no
genuine issue of material fact, “we need decide only
whether either party ‘is entitled to a judgment as a
matter of law.’ ” Id. (quoting FED. R. C IV. P. 56(c)).
6                                                    No. 07-3554

    A. Preemption Under the Railway Labor Act
  The IDOL’s appeal focuses upon the district court’s
finding that, “because the overtime claims being investi-
gated by the [I]DOL involve interpretation and application
of various provisions of the CBAs, the claims are pre-
empted by the Railway [Labor] Act.” Wis. Cent. Ltd. v.
Shannon, 516 F. Supp. 2d 917, 925 (N.D. Ill. 2007). The
Supreme Court addressed the RLA’s preemptive scope
most recently in Hawaiian Airlines v. Norris, 512 U.S. 246
(1994),1 where the Court explained the Act in the
following manner:
     Congress’ purpose in passing the RLA was to promote
     stability in labor-management relations by providing
     a comprehensive framework for resolving labor dis-
     putes. To realize this goal, the RLA establishes a
     mandatory arbitral mechanism for “the prompt and
     orderly settlement” of two classes of disputes. The first
     class, those concerning “rates of pay, rules or working
     conditions,” are deemed “major” disputes. . . . The
     second class of disputes, known as “minor” disputes,
     “grow out of grievances or out of the interpretation
     or application of agreements covering rates of pay,
     rules, or working conditions.” Minor disputes involve
     “controversies over the meaning of an existing collec-
     tive bargaining agreement in a particular fact situa-


1
   In 1936, the RLA was amended to expand the Act’s applicabil-
ity to the airline industry, in addition to the railroads. Hawaiian
Airlines, 512 U.S. at 248 (citing Act of Apr. 10, 1936, ch. 166,
49 Stat. 1189 (codified as amended at 45 U.S.C. §§ 181-188)).
No. 07-3554                                                       7

    tion.” Thus, “major disputes seek to create contractual
    rights, minor disputes to enforce them.”
512 U.S. at 252-53 (internal citations omitted). Accordingly,
because the RLA requires that all “minor” disputes be
resolved through “a mandatory arbitral mechanism,” if the
alleged overtime violations under Illinois law are in
essence a “minor” dispute involving the CBAs, then the
IDOL’s state overtime claims are preempted. Id. at 253.
Despite this mandatory arbitration process, however, the
Court made clear in Hawaiian Airlines that “substantive
protections provided by state law, independent of what-
ever labor agreement might govern, are not pre-empted
under the RLA.” Id. at 257. Instead, the Court reaffirmed
its prior decision in Lingle v. Norge Div. of Magic Chef, Inc.,
486 U.S. 399 (1988), reiterating that “where the resolution
of a state-law claim depends on an interpretation of the
CBA, the claim is preempted,” but explaining that certain
claims may involve “ ‘purely factual questions’ . . . [that] do
not ‘require a court to interpret any term of a collec-
tive-bargaining agreement,’ ” and thus are not preempted.
Id. at 261-62 (quoting Lingle, 486 U.S. at 407).
   In keeping with Hawaiian Airlines, this Court has af-
firmed, on a number of occasions, that preemption (or
“preclusion” if a federal claim is brought) 2 under the RLA
exists when “the success of the claim is dependent upon an


2
  This Court has found “the preemption question sufficiently
similar to the preclusion question to make the analysis em-
ployed in the RLA preemption cases applicable” in preclusion
cases as well. Brown v. Ill. Cent. R.R., 254 F.3d 654, 662 (7th Cir.
2001).
8                                                 No. 07-3554

interpretation of the collective bargaining agreement’s
terms.” Miller v. Am. Airlines, Inc., 525 F.3d 520, 524 (7th
Cir. 2008) (citing Brown v. Ill. Cent. R.R., 254 F.3d 654, 664
(7th Cir. 2001) (“[T]he best way to harmonize these two
statutes [the RLA and the ADA] is to allow a plaintiff
employee to bring an ADA claim in federal court against
his employer (even if his employment is governed by a
collective bargaining agreement which is subject to the
RLA), unless the resolution of his ADA claim requires
the court to interpret the collective bargaining agree-
ment’s terms as a potentially dispositive matter.”) and Tice
v. Am. Airlines, Inc., 288 F.3d 313, 318 (7th Cir. 2002)
(“providing that dismissal is appropriate where ‘a particu-
lar interpretation of the collective bargaining agreement
is potentially dispositive of a the plaintiff’s claim’ ”)); see
also In re Bentz Metal Prods. Co., 253 F.3d 283, 285 (7th
Cir. 2001) (holding, with respect to the parallel preemp-
tion provision in § 301 of the Labor Management Rela-
tions Act (“LMRA”), 29 U.S.C. § 185(a),“that a state law
claim is not preempted if it does not require interpreta-
tion of the CBA even if it may require reference to the
CBA”). Accordingly, this Court has identified many
scenarios where CBAs may be implicated as part of a
state or federal cause of action, but preemption/preclusion
of the claim is unnecessary. Such examples include:
(1) when “the particular contractual provision is so clear
as to preclude all possible dispute over its meaning,” Baker
v. Kingsley, 387 F.3d 649, 658 (7th Cir. 2004) (quoting
Metalcrafters v. McNeil, 784 F.2d 817, 824 (7th Cir. 1986));
(2) if “the parties d[o] not dispute the interpretation of
the relevant CBA provisions,” Brown, 254 F.3d at 668; or
No. 07-3554                                                    9

(3) where reference to the CBA is only necessary for
computing damages. See In re Bentz Metal Prods. Co., 253
F.3d at 286-87 (discussing Livadas v. Bradshaw, 512 U.S. 107
(1994)).
  The district court, in its analysis, focused upon whether
resolving an overtime claim brought by the IDOL against
WCL “would require the application or interpretation of
the CBAs.” Wisconsin Central, LTD., 516 F. Supp. 2d at 922.
The court found that such interpretation would be neces-
sary, observing that computing overtime under Illinois
law requires ascertaining the number of “hours worked”
and the “regular rate of pay”; figures that could only be
calculated by turning to the CBAs, and were not so
clear under those agreements that they could be deter-
mined through a “mere ‘glance’ ” without interpretation.3


3
  The overtime provision in Illinois’s Minimum Wage Law
provides that:
    [N]o employer shall employ any of his employees for a
    workweek of more than 40 hours unless such employee
    receives compensation for his employment in excess of
    the hours above specified at a rate not less than 11/2 times
    the regular rate at which he is employed.
820 I LL . C OMP . S TAT . 105/4a(1). In determining whether this
overtime law has been violated, it is necessary to calculate the
“hours worked,” which is defined as:
    all the time an employee is required to be on duty, or on the
    employer’s premises, or at other prescribed places of
    work, and any additional time he or she is required or
    permitted to work for the employer,
                                                   (continued...)
10                                                      No. 07-3554

   The main thrust of the IDOL’s appeal is that the district
court failed to take the extra step of determining whether,
at this stage of the proceedings, it was evident that an
interpretation of WCL’s CBAs would be “dispositive” of
liability in an overtime claim brought under Illinois law.
Referencing the examples given above where this Court
has noted that preemption/preclusion would be unneces-
sary, the IDOL argues that, particularly since as of right
now, at the investigation stage, there is no dispute be-
tween the parties as to the CBAs’ terms as applied to the
Illinois Minimum Wage Law, the district court’s judg-
ment was premature and overbroad. This argument is
strikingly similar to a claim that this suit is not ripe for
review, but the IDOL specifically argued in its brief to this
Court that this suit is ripe for adjudication. This Court,
however, is “obligated to consider [its] jurisdiction at any
stage of the proceedings,” Wisconsin v. Ho-Chunk Nation,


3
   (...continued)
I LL . A DMIN . C ODE tit. 56, § 210.110, as well as the “regular rate”
of pay, the formula for which varies depending upon the
manner in which the employee is compensated, I LL . A DMIN .
C ODE tit. 56, § 210.430 (differing calculations for employees
paid on an hourly rate, “piece-rate” employees, salaried
employees, and others), and includes multiple exclusions. I LL .
A DMIN . C ODE tit. 56, § 210.410 (such as “when no work is
performed due to a vacation, holiday, illness, failure of em-
ployer to provide sufficient work, or other similar cause”). The
CBAs at issue in this case contain numerous provisions poten-
tially relevant to calculating the “hours worked” and “regular
rate” of pay, such as clauses pertaining to meal periods, on-call
time, and travel time, among others.
No. 07-3554                                                   11

512 F.3d 921, 935 (7th Cir. 2008) (quoting Enahoro v.
Abubakar, 408 F.3d 877, 883 (7th Cir. 2005)), and ripeness,
when it implicates the possibility of this Court issuing an
advisory opinion, is a question of subject matter juris-
diction under the case-or-controversy requirement. Merid-
ian Sec. Ins. Co. v. Sadowski, 441 F.3d 536, 538 (7th Cir. 2006).
  Ripeness is predicated on the “central perception . . . that
courts should not render decisions absent a genuine need
to resolve a real dispute,” Lehn v. Holmes, 364 F.3d 862, 867
(7th Cir. 2004) (quoting 13A C HARLES A LAN W RIGHT,
A RTHUR R. M ILLER, & E DWARD H. C OOPER, F EDERAL P RAC-
TICE & P ROCEDURE § 3532.1, at 114 (2d ed. 1984)), and
“[c]ases are unripe when the parties point only to hypo-
thetical, speculative, or illusory disputes as opposed to
actual, concrete conflicts.” Id. (quoting Hinrichs v. Whitburn,
975 F.2d 1329, 1333 (7th Cir. 1992)). The inquiry into
ripeness is made more complicated when suit is brought
under the Declaratory Judgment Act, 28 U.S.C. § 2201,
and hence seeks preemptive relief, but the ability to
bring suit under that Act does not vitiate the constitu-
tional requirement that the claim address “a case of actual
controversy.” Deveraux v. City of Chicago, 14 F.3d 328,
330-31 (7th Cir. 1994). This Court has acknowledged that
“the distinction between a ‘controversy’ in the Article III
sense and an abstract question of law ‘is necessarily one
of degree, and it would be difficult, if it would be possible,
to fashion a precise test for determining in every case
whether there is such a controversy.’ ” Id. at 330 (quoting
Maryland Casualty Co. v. Pacific Coal & Oil Co., 312 U.S. 270,
273 (1941)). The Supreme Court, however, has tried to
clarify this standard, recently reiterating that, “[b]asically,
12                                                   No. 07-3554

the question in each case is whether the facts alleged,
under all the circumstances, show that there is a sub-
stantial controversy, between parties having adverse
legal interests, of sufficient immediacy and reality to
warrant the issuance of a declaratory judgment.”
MedImmune, Inc. v. Genentech, Inc., 127 S. Ct. 764, 771 (2007)
(quoting Maryland Casualty Co., 312 U.S. at 273).
   In trying to ascertain whether WCL’s preemption suit
under the RLA is of “sufficient immediacy and reality” to
warrant review by this Court at this time, we are guided
by the Supreme Court’s decision in Abbott Labs, where the
Court stated that “ripeness determinations depend on ‘the
fitness of the issues for judicial decision and the hard-
ship to the parties of withholding court consideration.’ ”
Metro. Milwaukee Ass’n of Commerce v. Milwaukee County,
325 F.3d 879, 882 (7th Cir. 2003) (quoting Abbott Labs v.
Gardner, 387 U.S. 136, 149 (1967)). With respect to the
first requirement, whether this issue is fit for judicial
review, this is not the case here, based upon the nature
of WCL’s preemption claim under the RLA. Issues of
express or field preemption are generally purely legal
questions, where the matter can be resolved solely on the
basis of the state and federal statutes at issue. See, e.g., id. at
882 (issue ripe for consideration where “almost purely
legal issues” raised regarding whether a county ordinance
was preempted by the National Labor Relations Act, 29
U.S.C. §§ 151 et seq.); Pac. Gas & Elec. Co. v. State Energy Res.
Conservation & Dev. Comm’n, 461 U.S. 190, 201 (1983)
(noting, in finding a preemption claim ripe for review,
that “[t]he question of pre-emption is predominantly
legal”). This is not the case, however, for preemption
No. 07-3554                                                13

questions under the RLA, or its parallel provision in § 301
of the Labor Management Relations Act, 29 U.S.C. § 185.
See Hawaiian Airlines, 512 U.S. at 260 (describing these
standards as “virtually identical”). As explained by this
Court in In re Bentz Metal Prods Co., the question of whether
a state law is preempted by virtue of a CBA, “requires [a]
case-by-case factual analysis to determine the extent to
which a state law claim will require interpretation of a
CBA.” 253 F.3d at 285 (discussing preemption under § 301
of the LMRA).
  Here, the record is not sufficiently developed for this
Court to engage in this “case-by-case factual analysis.” This
Court’s precedent reflects that state law is only preempted
if the resolution of the claim “is dependent upon an
interpretation of the collective bargaining agreement’s
terms.” Miller, 525 F.3d at 524. At this stage of the proceed-
ings, all that is clear is that the CBAs will have to be
consulted to calculate the “hours worked” and “regular
rate” of pay under the Illinois Minimum Wage Act. While
this information was sufficient for the district court to
determine that computing these values “requires interpre-
tation and application of various provisions contained
in the CBAs,” Wis. Cent. LTD., 516 F. Supp. 2d at 924, the
parties have not yet staked out a position for the record as
to what these CBA provisions mean, making it impossible
to determine at this stage of the proceedings whether a
disagreement will exist that will require an arbitrator,
under the terms of the RLA, to engage in this CBA inter-
pretation.
 As part of its finding that Illinois’s overtime provision
was preempted, the district court incorrectly placed
14                                              No. 07-3554

reliance upon language in In re Bentz Metal Prods. Co.,
which states that, “[i]f the entitlement to wages (or other
employee pay) or the amount due were at issue, the CBA
would control; almost certainly, interpretation of the
agreement would be necessary and would be subject to the
arbitration procedures in the contract.” 253 F.3d at 289.
What the district court did not take into account is that
the reason the entitlement to wages and the amount
due were not at issue in that case was because “that sum
[was] undisputed” between the parties. Id. at 287. Here, the
IDOL’s investigation of WCL’s overtime practices has
not progressed to a point where it can be determined what
dispute, if any, the parties will have over the CBAs’ terms.
Because preemption under the RLA will only occur if
the parties dispute the CBAs’ terms, and even then,
arguably only if the dispute is relevant as to liability
as opposed to damages, the record is not sufficiently
developed for this Court to engage in the case-by-case
factual analysis required by In re Bentz Metal Prods. Co.
  The second requirement under Abbott Labs for deter-
mining ripeness—“the hardship to the parties of withhold-
ing court consideration,” Abbott Labs, 387 U.S. at 149—is
similarly not met in this case. As a general matter, it is
typically no bar to ripeness if the government has only
threatened enforcement, rather than actually brought a
lawsuit. See MedImmune, Inc., 127 S. Ct. at 772 (“where
threatened action by government is concerned, we do not
require a plaintiff to expose himself to liability before
bringing suit to challenge the basis for the threat”); see
also Nat’l Metalcrafters v. McNeil, 784 F.2d 817, 822 (7th
Cir. 1986). This situation is unique, however, since the
No. 07-3554                                                15

preemptive sweep of the RLA is focused upon “providing
a comprehensive framework for resolving labor disputes,”
Hawaiian Airlines, 512 U.S. at 252, and does not reach
“substantive protections provided by state law, independ-
ent of whatever labor agreement might govern.” Id. at 257.
Thus, the hardship to WCL is not its need to comply
with the State’s overtime requirements or the current
investigation, but is rather the possibility that it will need
to defend itself in an enforcement action ultimately pre-
empted due to the need for an arbitrator, rather than a
court, to interpret the CBAs, in accord with the RLA. Of
course, as our sister Circuit has observed, “if it is evident
that the result of a process must lead to . . . preemption, it
would defy logic to hold that the process itself cannot be
preempted and that a complaint seeking that result
would not raise a ripe issue.” NE Hub Partners, L.P. v. CNG
Transmission Corp., 239 F.3d 333, 348 (3rd Cir. 2001). That
court, however, was quick to note that:
    We are not holding that any claim of process preemp-
    tion necessarily is ripe so that the court should con-
    sider the preemption claim before the process is
    completed. It well may be that in a particular case
    when conflict preemption is implicated the court may
    conclude that it reasonably can be anticipated that
    the process will yield a result that is not preempted.
Id. at 349 n.18. Here, the claim that the IDOL’s investiga-
tion should be halted based upon the preemptive scope
of the RLA is not ripe for consideration, since this is not a
circumstance where the IDOL’s investigation and subse-
quent enforcement of the State’s overtime laws would
16                                              No. 07-3554

invariably lead to a finding of preemption. As discussed
above, even if the IDOL brought suit against WCL under
the Illinois Minimum Wage Act, scenarios exist where
it would be unnecessary for the CBAs to be interpreted
in order to resolve the claim. Accordingly, the district
court lacked jurisdiction to rule on WCL’s counts con-
cerning preemption under the RLA.


  B. Field Preemption
  This Court “may affirm the district court’s grant of
summary judgment on a ground other than that relied
upon by the district court below, so long as the alterna-
tive basis finds adequate support in the record.” Bombard
v. Fort Wayne Newspapers, 92 F.3d 560, 562 (7th Cir. 1996)
(citing Meredith v. Allsteel, Inc., 11 F.3d 1354, 1358 (7th
Cir. 1993)). Thus, even though the district court only ruled
on whether the RLA preempted the Illinois Minimum
Wage Law as applied to WCL, we turn to examine WCL’s
alternate claim—that field preemption bars the states
from regulating railroad overtime wages.
  Ripeness does not pose an obstacle to this Court hearing
this claim. See Abbott Labs, 387 U.S. at 149 (whether an
issue is ripe for review depends upon “the fitness of the
issues for judicial decision and the hardship to the parties
of withholding court consideration”). Unlike the factual,
case-by-case analysis required for determining preemp-
tion under the RLA, In re Bentz Metal Prods. Co., 253 F.3d
at 285, field preemption is a purely legal question, see Pac.
Gas & Elec. Co., 461 U.S. at 201, limited to an analysis of
the Illinois Minimum Wage Law and federal statutes
No. 07-3554                                               17

governing the railways. Furthermore, in addition to the
record being sufficiently developed for review on this
issue, there is also a hardship to WCL if this Court does not
hear this claim at this time. The IDOL has threatened to
enforce Illinois’s overtime law against WCL—enforcement
that would be completely barred if this Court were to find
field preemption to exist. Moreover, even if the IDOL
ultimately did not bring suit against WCL, its investiga-
tion alone drains WCL’s resources, and there would be
no basis for the IDOL to investigate these overtime
claims if field preemption is applicable.
  The preemption doctrine is grounded in the Constitu-
tion’s Supremacy Clause, which provides that, “This
Constitution, and the Laws of the United States which
shall be made in Pursuance thereof . . . shall be the Su-
preme Law of the land.” Hoagland v. Town of Clear Lake,
415 F.3d 693, 696 (7th Cir. 2005) (quoting U.S. Const., art.
VI, cl. 2). Field preemption does not rest on an express
congressional provision, or a conflict between federal
and state law, see id., but instead occurs “if federal law so
thoroughly occupies a legislative field ‘as to make rea-
sonable the inference that Congress left no room for the
States to supplement it.’ ” Cipollone v. Liggett Group, Inc.,
505 U.S. 504, 516 (1992) (quoting Fidelity Fed. Sav. & Loan
Assn. v. De la Cuesta, 458 U.S. 141, 153 (1982)).
  The long history of pervasive congressional regulation
over the railway industry is undeniable, and the Supreme
Court has observed that, “[r]ailroads have been subject to
comprehensive federal regulation for nearly a century.”
United Transp. Union v. Long Island R.R. Co., 455 U.S. 678,
18                                                    No. 07-3554

687 (1982). These laws have touched on nearly every
aspect of the railway industry, including property rights,4
shipping,5 labor relations,6 hours of work,7 safety,8




4
  Pacific Railroad Act of 1862, ch. 120, 12 Stat. 489 (granting
rights of way to construct a rail line).
5
  Interstate Commerce Act of 1887, 24 Stat. 379 (creating the
Interstate Commerce Commission (ICC) to regulate rail ship-
ping).
6
  Railway Labor Act of 1926, 44 Stat. 577 (codified as amended
at 45 U.S.C. §§ 151-188).
7
  This includes the Hours of Service Act of 1907, 34 Stat. 1415
(codified as amended at 49 U.S.C. §§ 21101-21108) and the
Adamson Act of 1916, 39 Stat. 721 (codified as amended at 49
U.S.C. § 28301). The purpose of the Hours of Service Act was “to
promote safety in operating trains by preventing the excessive
mental and physical strain which usually results from remaining
too long at an exacting task,” Chicago & A. R. Co. v. United States,
247 U.S. 197, 199 (1918), while the Adamson Act was passed in
response to a threatened strike and permanently set eight hours
as a day’s work, while temporarily limiting wage adjustments.
Wilson v. New, 243 U.S. 332 (1917).
8
  Safety Appliance Act of 1893, 27 Stat. 531 (codified as
amended in scattered sections of 49 U.S.C.); Boiler Inspection
Act of 1911, 36 Stat. 913 (codified as amended in scattered
sections of 49 U.S.C.); Federal Railroad Safety Act of 1970, 84
Stat. 971 (codified as amended at 49 U.S.C. § 20101 et seq.).
No. 07-3554                                                    19

security,9 retirement,1 0 unemployment,1 1 and preserving
the railroads during financial difficulties, 1 2 as was well-
documented by the Sixth Circuit in its decision addressing
the very issue now before this Court. R.J. Corman R.R. Co.
v. Palmore, 999 F.2d 149, 151-52 (6th Cir. 1993).
  Moreover, much of this federal legislation has been
found to preclude state regulation over the railways. For
example, as has already been discussed, the RLA’s goal
of “providing a comprehensive framework for resolving
labor disputes,” preempts state-law actions that would
require interpreting a CBA. Hawaiian Airlines, 512 U.S. at
252-53. Congress has also expressly preempted state laws
relating to railroad safety and security, unless the
specific subject-matter has not yet been regulated by a
federal agency, or if such a regulation is necessary to
address a uniquely local hazard. 49 U.S.C. § 20106. Going
farther back in history, the Supreme Court, in 1914, held
that the Hours of Service Act, which was intended to limit
the number of consecutive hours worked by railway
employees out of safety concerns, see Chicago & A. R. Co. v.


9
  49 U.S.C. § 20106 (“regulations, and orders related to railroad
security shall be nationally uniform to the extent practicable”).
10
 Railroad Retirement Act of 1974, 88 Stat. 1305 (codified as
amended at 45 U.S.C. § 231 et seq.).
11
  Railroad Unemployment Insurance Act of 1938, 52 Stat. 1094
(codified as amended at 45 U.S.C. § 351 et seq.).
12
  Regional Rail Reorganization Act of 1973, 87 Stat. 985 (codified
as amended at 45 U.S.C. § 701 et seq.) (combined bankrupt
railroads into the Consolidated Rail Corporation).
20                                                No. 07-3554

United States, 247 U.S. 197, 199 (1918), preempted state
regulation in this area. Erie R. Co. v. New York, 233 U.S. 671,
683 (1914) (“[T]he ‘Hours of Service’ law of March 4,
1907, is the judgment of Congress of the extent of the
restriction necessary. It admits of no supplement; it is the
prescribed measure of what is necessary and sufficient
for the public safety and of the cost and burden which
the railroad must endure to secure it.”).
   The IDOL acknowledges that there is a great quantity
of federal railway legislation and that certain railroad-
related laws have a preemptive effect, but maintains that
Congress has not sufficiently expressed its “clear and
manifest” intent that Illinois’s overtime law be preempted
as applied to the railroads, particularly since wages are
an area traditionally left to state regulation. See English v.
General Elec. Co., 496 U.S. 72, 79 (1990) (“ ‘Where . . . the
field which congress is said to have pre-empted’ includes
areas that have ‘been traditionally occupied by the
States,’ congressional intent to supersede state laws must
be ‘clear and manifest.’ ”) (quoting Jones v. Rath Packing
Co., 430 U.S. 519, 525 (1977)); see also Frank Bros. v. Wis.
DOT, 409 F.3d 880, 887 (7th Cir. 2005) (“establishment
of prevailing wage rates and labor standards for indige-
nous workers is an area of traditional state regulation”). In
support of its position, the IDOL primarily relies upon
the Supreme Court’s decision in Terminal Railroad Associa-
tion v. Brotherhood of Railroad Trainmen, where the Court
determined that a state requirement that all trains have
cabooses (for the “health, safety, and comfort of the
rear switchmen”) was not preempted by the Boiler Inspec-
tion Act, the Safety Appliance Act, the Interstate Com-
No. 07-3554                                                21

merce Act, or the RLA. 318 U.S. 1, 3-6 (1943). The IDOL
contends that WCL’s field preemption argument is fore-
closed by the Court’s holding that “the enactment by
Congress of the Railway Labor Act was not a preemption
of the field of regulating working conditions themselves
and did not preclude the State of Illinois from making the
order in question.” Id. at 7. As WCL correctly points out,
however, the fact that the RLA “does not undertake
governmental regulation of wages, hours, or working
conditions,” id. at 6, does not mean that Congress has not
manifested its intent to preclude states from enforcing
its overtime laws against the railroads in other statutes.
The question then, is whether, by examining Congress’s
expansive regulation of the railways and the preemptive
force of particular laws, it can be said that Congress has
manifested its intent that states be precluded from
enacting and enforcing overtime provisions against the
railroads. We find that this is the case.
  Despite Congress’s comprehensive federal regulation of
the railways and the preemptive sweep of many of these
laws, the IDOL tries to defeat WCL’s claim by arguing
that Congress has never sought to preempt state laws
concerning wages, and instead has limited its preemptive
intent to the resolution of labor disputes, Hawaiian Airlines,
512 U.S. at 252-53, matters of rail safety, see Hours of
Service Act of 1907, 34 Stat. 1415 (codified as amended at
49 U.S.C. §§ 21101-21108); see also Federal Railroad Safety
Act of 1970, 84 Stat. 971 (codified as amended at 49 U.S.C.
§ 20101 et seq.), and unemployment insurance, 45 U.S.C.
§ 363(b). While WCL counters that this “broad panoply” of
federal legislation evinces a similar intent on Congress’s
22                                              No. 07-3554

part to preempt state regulation of overtime wages, the
IDOL is correct that Congress’s preemptive intent is more
readily apparent with respect to these other subject matters
than it is with respect to overtime wages. This, however,
is unsurprising, given that the preemptive statutes refer-
enced above all sought to affirmatively impose a
uniform federal standard over a specific area, while with
overtime wages, the contention is that Congress in-
tended to leave that matter completely unregulated, and
left solely to private negotiations between the railroads
and its employees.
  Of course, the mere absence of federal legislation with
respect to overtime wages is not enough to find a con-
gressional intent to preempt this field, since “[t]here is
no federal pre-emption in vacuo, without a constitutional
text or a federal statute to assert it.” Puerto Rico Dep’t of
Consumer Affairs v. Isla Petroleum Corp., 485 U.S. 495, 503
(1988). But, “[w]here a comprehensive federal scheme
intentionally leaves a portion of the regulated field without
controls, then the pre-emptive inference can be drawn—not
from federal inaction alone, but from inaction joined with
action.” Id. Such is the case here. In 1916, Congress passed
the Adamson Act, which permanently established the
eight-hour work day for determining the compensation
for railroad employees, while leaving the matter of com-
pensation to private negotiations following a temporary
wage-freeze. Adamson Act of 1916, 39 Stat. 721 (codified
as amended at 49 U.S.C. § 28301). As discussed by the
Supreme Court in Wilson v. New, a case decided the year
after the Adamson Act was enacted, this law was passed
No. 07-3554                                                     23

after the President petitioned Congress to take legislative
action to avert a country-wide strike by all railroad em-
ployees. 243 U.S. 332, 340-43 (1917). The impetus for the
threatened strike was a demand by employees that the
completion of 100-mile tasks be reduced from a standard
ten-hour day plus extra pay for additional time, to an
eight-hour day with overtime wages at time and a half. Id.
at 340. The law passed by Congress permanently estab-
lished the eight-hour workday for railroad employees,
while freezing wages for a maximum of ten months,
pending a commission’s report on the eight-hour work-
day’s impact on the railways.1 3 Id. at 343-46 (citing the
Adamson Act of September 3, 5, 1916, 39 Stat. 721, c. 436).
In Wilson, the Supreme Court, in affirming the constitu-
tionality of this temporary wage freeze, observed that
Congress intended the wage provision to be “not perma-
nent but temporary, leaving the employers and employees



13
     This wage freeze provision stated:
       That pending the report of the commission herein provided
       for and for a period of thirty days thereafter the compensa-
       tion of railway employees subject to this Act for a standard
       eight-hour workday shall not be reduced below the present
       standard day’s wage, and for all necessary time in excess
       of eight hours such employees shall be paid at a rate not
       less than the pro rata rate for such standard eight-hour
       workday.
Wilson, 243 U.S. at 344 (quoting the Adamson Act of September
3, 5, 1916, 39 Stat. 721, c. 436).
24                                                 No. 07-3554

free as to the subject of wages to govern their relations
by their own agreements after the specified time.” Id.
at 345-46.
  Based on this precedent, the issue of overtime wages for
railroad employees is not an area where Congress has
simply neglected to act or “withdrawn from all substantial
involvement.” See Puerto Rico Dept. of Consumer Affairs, 485
U.S. at 503. Instead, the Supreme Court has found that it
was Congress’s intent that railroad employers and em-
ployees negotiate the issue of wages, including overtime
pay beyond the eight-hour mark, “free” from regulation,
following Congress’ temporary restraint on wage adjust-
ments.
  The IDOL argues that this reading of the Adamson Act
is too broad, and fails to appreciate that the law was
passed in response to a unique and particularized threat
to railway operations. While we recognize that the threat-
ened strike was the catalyst for passing the law, the Act’s
scope now reaches beyond the dispute giving rise to its
enactment, as evidenced by the fact that the law remains
in effect nearly a century later. See Act of Oct. 11, 1996, Pub.
L. No. 104-287, Oct. 11, 1996, 110 Stat. 3394 (codifying
the Adamson Act, without substantive changes, at 49
U.S.C. § 28301). Accordingly, Congress’s intent to leave
the matter of wages subject to private negotiations, as
articulated by the Court in Wilson, particularly when
placed against the backdrop of Congress’s pervasive
regulation of the railways and its clear intent that much
of this regulation allow for no state supplement, leads us
to conclude that Illinois’s overtime regulations, as
No. 07-3554                                                     25

applied to interstate railways, are preempted.1 4



14
   Our decision is consistent with the Sixth Circuit’s opinion
fifteen years ago in R.J. Corman Railroad Co., which “h[e]ld that
the congressional purpose behind the Adamson Act and Con-
gress’s longstanding decision to regulate railroads on a national
level make it reasonable to infer that Congress has impliedly
preempted the area of overtime regulation for railroad em-
ployees.” 999 F.2d at 154. Although we recognize that arguments
of congressional acquiescence are generally deserving of little
weight, see Leal-Rodriguez v. INS, 990 F.2d 939, 951 n.16 (7th Cir.
1993) (citing Patterson v. McLean Credit Union, 491 U.S. 164, 175
n.1 (1989)), that is not exclusively the case, see United States v.
Sanapaw, 366 F.3d 492, 495 (7th Cir. 2004) (“Congress’s
thirty-year acquiescence to a definition of marijuana that
includes all Cannabis containing THC indicates that the
courts have properly interpreted the Act.”), and we thus note
that for fifteen years, the Sixth Circuit’s opinion has persisted
without meriting a response by Congress. In fact, three years
after our sister Circuit found that the Adamson Act provided
the primary basis for finding state overtime regulation of the
railways preempted, Congress, rather than clarifying or
revising the preemptive scope of the Adamson Act, instead
codified that law at 49 U.S.C. § 28301, as part of an Act “[t]o
codify without substantive change laws related to transportation
and to improve the United States Code.” Act of Oct. 11, 1996,
Pub. L. No. 104-287, Oct. 11, 1996, 110 Stat. 3388.
  Recent congressional action to clarify the preemptive sweep of
other railway laws also indicates that Congress’s seeming
acquiescence to the Sixth Circuit’s opinion was not merely the
result of an oversight on Congress’s part. In 2007, Congress
                                                   (continued...)
26                                                  No. 07-3554

                       III. Conclusion
  For the foregoing reasons, we A FFIRM the district court’s
grant of summary judgment for WCL and denial of sum-
mary judgment for the IDOL on the alternate ground
that federal law preempts 820 ILL. C OMP. S TAT. 105/4a’s ap-
plicability to interstate railroads like WCL, and
R EMAND for the district court to dismiss Counts 3 and 4



14
  (...continued)
amended the Federal Railroad Safety Act’s preemption provi-
sion in order to clarify that state-law causes of action seeking
damages for injuries stemming from a violation of railway
safety or security standards were not preempted. 49 U.S.C.
§ 20106(b). This amendment was passed in response to the
Eighth Circuit’s conclusion that the Federal Railroad Safety Act
preempted state law personal injury claims related to a train
derailment in Minot, North Dakota. Lundeen v. Canadian Pacific
Railway Co., 07-1656, 2008 U.S. App. LEXIS 14210, *6-*12 (8th Cir.
July 2, 2008) (discussing this history, including that Court’s
earlier decision in Lundeen v. Canadian Pacific Railway Co., 447
F.3d 606, 615 (8th Cir. 2006)). As already noted, no similar
action followed the Sixth Circuit’s opinion.
  Although we have arrived at our conclusion that federal law
preempts the applicability of Illinois’s overtime law to inter-
state railroads independent of Congress’s apparent
acquiescence to R.J. Corman Railroad Co., Congress’s actions
subsequent to that opinion reaffirm our decision to join our
sister Circuit in holding that field preemption is applicable
in this circumstance.
No. 07-3554                                             27

for want of jurisdiction and issue an injunction and decla-
ration consistent with this opinion as to Counts 1 and 2.




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