Merrill E. Hall v. Norfolk Southern Railway Company , a corporation, partial successor in interest to…

In the
United States Court of Appeals
For the Seventh Circuit
____________
No. 04-1005
M ERRILL E. H ALL ,
Plaintiff-Appellant,
v.
N ORFOLK S OUTHERN R AILWAY C OMPANY ,
a corporation, partial successor in
interest to C ONSOLIDATED R AIL C ORPORATION
doing business as C ONRAIL ,
Defendant-Appellee.
____________
Appeal from the United States District Court
for the Northern District of Indiana, Hammond Division.
No. 2:02 C 41—Rudy Lozano and Philip P. Simon, Judges.
____________
A RGUED J ANUARY 17, 2006—D ECIDED N OVEMBER 9, 2006
____________
Before B AUER , R OVNER , and S YKES , Circuit Judges.
S YKES , Circuit Judge. This case requires us to consider
what constitutes a “mistake concerning the identity of
the proper party” that will permit an amended pleading
to relate back to the date of the original complaint under
Federal Rule of Civil Procedure 15(c)(3). Also at issue is the
scope of the statutory liability exemption in 49 U.S.C.
§ 11321 for railroads that participate in consolidation
transactions approved by the Surface Transportation Board
(“STB”).

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2 No. 04-1005
Merrill Hall alleged in his original complaint that he was
injured while working at an Elkhart, Indiana, rail yard.
Hall brought his claim under the Federal Employers’
Liability Act (“FELA”), 45 U.S.C. §§ 51 et seq., which makes
railroad employers liable to their employees for work-
related injuries.
Due to confusion stemming from a transaction in which
Hall’s employer, Consolidated Rail Corporation (“Conrail”),
transferred many of its assets and liabilities to Norfolk
Southern Railway Company, Hall named the wrong
railroad—Norfolk Southern—as the defendant. Norfolk
Southern moved to dismiss because it was not Hall’s
employer at the time of his alleged injury. Hall then
moved to amend his complaint to add Conrail as a defen-
dant, but by that time the statute of limitations had run
and any claim against Conrail was time-barred unless it
qualified for “relation back” under Rule 15(c)(3).
The district court denied the motion to amend the
complaint, holding that Hall’s misunderstanding regarding
which railroad was liable for his injuries was not a “mistake
concerning the identity of the proper party” that would
allow relation back under Rule 15(c)(3). The district court
then applied the § 11321 exemption to defeat any successor
liability on the part of Norfolk Southern, and entered
judgment for Norfolk Southern. We affirm.
I. Background
Hall filed his original complaint on January 30, 2002,
three days before the limitations period expired. The
original complaint named Norfolk Southern as the sole
defendant and stated that at the time of the alleged in-
jury, “Defendant” owned the Elkhart rail yard and em-
ployed Hall. Both of these allegations were inaccurate
because on the date of the alleged incident, February 2,
1999, Conrail owned the rail yard and employed Hall.

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No. 04-1005 3
Norfolk Southern assumed ownership and control over the
Elkhart rail yard and became Hall’s employer only after
June 1, 1999, when the transaction by which Norfolk
Southern acquired certain assets and liabilities from
Conrail was closed.
The terms of the June 1, 1999 transaction were submitted
to the STB for approval pursuant to 49 U.S.C. §§ 11321 et
seq., and the STB approved those terms. One of the terms
provided that Conrail retained liability for all its employees’
FELA claims that arose before the transaction’s closing
date. This included Hall’s claim because he alleged he was
injured on February 2, 1999, before the June 1 closing date.
Norfolk Southern agreed to provide claims services for
Conrail such as negotiating settlements and enrolling
employees in rehabilitation programs, but Conrail retained
liability for FELA claims that arose before June 1, 1999.
Norfolk Southern moved to dismiss Hall’s complaint
because it was not Hall’s employer on the date of his alleged
injury; FELA makes railroads liable only to persons
“suffering injury while . . . employed by such carrier.” 45
U.S.C. § 51. Hall responded by moving to amend his
complaint. In the first three numbered paragraphs of his
motion to amend, Hall asserted as follows:
1. Plaintiff is correct in asserting via affidavit that
Plaintiff was a Conrail employee who was injured on
February 2, 1999 at the Conrail Elkhart Yard in
Elkhart, Indiana.
2. Plaintiff sued the correct party, NORFOLK SOUTH-
ERN RAILWAY COMPANY, as Plaintiff’s former
employer, Conrail, no longer owns or operates said
property nor is responsible for the debts and obligations
arising out of said property.
3. [S]ince the accident, NORFOLK SOUTHERN RAIL-
WAY COMPANY assumed control over Conrail’s
property in the Elkhart, Indiana area where the acci-

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4 No. 04-1005
1 45 U.S.C. § 56.
dent occurred and NORFOLK SOUTHERN RAILWAY
COMPANY assumed responsibility for all debts and
obligations relating to that portion of Conrail’s assets
which NORFOLK SOUTHERN RAILWAY COMPANY
acquired, including those of this inquiry.
Hall’s motion asked for leave under Rule 15(a) to amend his
complaint to allege that Norfolk Southern is a “partial
successor in interest to Conrail and has assumed responsi-
bility for all debts and obligations relating to that portion of
Conrail assets which NORFOLK SOUTHERN RAILWAY
COMPANY acquired, including the Elkhart Yard.” He did
not request leave to add Conrail as a defendant.
Norfolk Southern opposed Hall’s motion to amend his
complaint because Norfolk had not assumed liability for
FELA claims (such as Hall’s) that arose before June 1,
1999. Hall then filed a second motion to amend in which
he sought to name both Norfolk Southern and Conrail as
defendants. Recognizing that the three-year limitations
period for FELA claims had expired, 1 Hall argued that
his failure to name Conrail as a defendant earlier was a
“mistake concerning the identity of the proper party” under
Rule 15(c)(3) such that his second amended complaint
should relate back to the date on which he timely filed his
original complaint. He characterized the error as “the
classic mistake of identity of the correct party and not as
the lack of knowledge of the correct party.”
The magistrate judge found that Hall’s failure to name
Conrail as a defendant before the limitations period ran out
was not a “mistake” as to “identity” within the meaning of
Rule 15(c)(3) and accordingly denied his second motion to

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No. 04-1005 5
2 Hall’s first motion to amend was never ruled on because it
was supplanted by his second motion to amend before the first
motion became ripe for judgment. The first motion could have
been denied as moot upon the filing of the second motion to
amend.
3 See F ED . R. C IV . P. 72(a) (instructing district judges to re-
view dispositive magistrate decisions de novo and to review
nondispositive magistrate decisions for clear error).
amend. 2 In his order the magistrate judge incorrectly stated
that Hall “filed a complaint in which he allege[d] that his
employer at the time, Consolidated Rail Corporation,
violated the Federal Employers’ Liability Act.” The original
complaint actually said Norfolk Southern employed Hall
and operated the Elkhart rail yard on February 2, 1999,
and made no mention of Conrail. The magistrate judge later
correctly noted that neither Hall’s original complaint nor
his first amended complaint named Conrail as a defendant.
He then concluded there was “no misnomer or misidentifica-
tion: Hall made a conscious decision to sue Norfolk instead
of his employer.”
Hall objected to the magistrate’s decision and asked the
district court to reverse it. The district judge reviewed
the magistrate’s order for clear error because in his view
the order was nondispositive. 3 He acknowledged that the
magistrate judge incorrectly stated “that the initial com-
plaint alleged Conrail was Hall’s employer,” but found this
error harmless because there was “sufficient evi-
dence nonetheless to support [the magistrate judge’s]
finding that [Hall] was aware that Conrail was [his]
employer, but chose to sue only Norfolk.” The district judge
affirmed the magistrate’s ruling, pointing to Hall’s first
motion to amend—in which Hall clarified that Conrail was
his employer at the time of his injury but insisted that
Norfolk Southern was nonetheless the proper defendant—as
evidence that Hall knew who his employer was but simply

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6 No. 04-1005
misunderstood which company was liable for his alleged
injuries.
The litigation proceeded to a summary judgment ruling in
favor of Norfolk Southern. The district judge concluded Hall
could not hold Norfolk Southern liable under a theory of
successor liability because the terms of the transaction
between Norfolk Southern and Conrail— which were
approved by the STB pursuant to §§ 11321
et seq.—specifically assigned liability for pretransac-
tion FELA claims to Conrail. Hall appeals both the denial
of his motion to amend and the grant of summary judgment
in favor of Norfolk Southern.
II. Discussion
A. Motion to Amend Complaint under Rule 15(c)(3)
We review the district court’s denial of Hall’s motion to
amend the complaint for abuse of discretion. United States
v. Rogers, 387 F.3d 921, 925 (7th Cir. 2004); Robinson v.
Sappington, 351 F.3d 317, 328 (7th Cir. 2003); Williams v.
United States Postal Service, 873 F.2d 1069, 1072-73 (7th
Cir. 1989) (applying abuse of discretion standard to district
court’s decision on Rule 15(c)(3) relation back issue). Under
this standard of review we will not reverse if we merely
conclude that we would have reached a different decision if
asked to consider the issue in the first instance; rather, “the
district court’s decision must strike us as fundamentally
wrong.” Johnson v. J.B. Hunt Transp., Inc., 280 F.3d 1125,
1131 (7th Cir. 2002).
The district court was itself reviewing an order of a
magistrate judge, and the parties have a threshold dispute
about whether the district court applied the proper stan-
dard of review. The Federal Rules of Civil Procedure
provide that when parties object to a magistrate judge’s
order, district judges are to review nondispositive decisions

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No. 04-1005 7
4 F ED . R. C IV . P. 12(b)(6) (permitting motions to dismiss for
failure to state a claim on which relief can be granted).
for clear error and dispositive rulings de novo. F ED . R. C IV .
P. 72. Hall cites district court decisions from Maine, New
York, and New Hampshire for the proposition that
when a magistrate judge denies a motion to amend a
pleading on grounds of futility, the magistrate has made
a dispositive ruling that is therefore subject to de novo
review by the district judge. See Allendale Mut. Ins. Co. v.
Rutherford, 178 F.R.D. 1, 2 (D. Maine 1998); HCC, Inc. v.
RH&M Mach. Co., 39 F. Supp. 2d 317, 321-22 (S.D.N.Y.
1999); Mueller Co. v. U.S. Pipe & Foundry Co., 351 F. Supp.
2d 1, 2 (D.N.H. 2005). The thinking reflected in these cases
is that by declaring a proposed amendment futile, the
magistrate judge has effectively engaged in the Rule
12(b)(6) 4 analysis and has decided the amendment fails to
state a claim, thus making the decision dispositive.
This view is not supported by Seventh Circuit authority;
the magistrate judge’s statute, 28 U.S.C. § 636; or Northern
District of Indiana Local Rule 72.1, pertaining to the
authority of magistrate judges. The magistrate judge’s
statute, § 636(b)(1)(A), lists dispositive motions on which a
magistrate judge may not issue a final ruling without
de novo review by the district judge; motions to amend
pleadings are not included. Northern District of Indiana
Local Rule 72.1(d) also lists dispositive motions and like-
wise omits motions to amend pleadings. The magistrate
judge’s denial of Hall’s motion to amend his complaint did
not terminate his existing lawsuit against Norfolk South-
ern, it merely prevented him from adding Conrail as a
defendant. The district judge correctly held that the
magistrate judge’s denial of Hall’s motion to amend his
complaint was nondispositive, subject only to review for
clear error. See Wingerter v. Chester Quarry Co., 185 F.3d
657, 660 (7th Cir. 1999) (“The magistrate judge was autho-

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8 No. 04-1005
rized to rule on the motion for leave to file the Third
Amended Complaint pursuant to 28 U.S.C. § 636(b)(1)(A),
which provides that the district court may designate a
magistrate judge to hear and determine, with certain
exceptions not relevant here, any nondispositive pretrial
matter.”). We proceed to the merits of Hall’s appeal.
Rule 15(c) provides, in relevant part, that amended
pleadings may “relate back” as if they were filed on the date
the original pleading was filed when:
(2) the claim or defense asserted in the amended
pleading arose out of the conduct, transaction, or
occurrence set forth or attempted to be set forth in
the original pleading, or
(3) the amendment changes the party or the naming of
the party against whom a claim is asserted if the
foregoing provision (2) is satisfied and, within the
period provided by Rule 4(m) for service of the sum-
mons and complaint, the party to be brought in by
amendment (A) has received such notice of the in-
stitution of the action that the party will not be preju-
diced in maintaining a defense on the merits, and (B)
knew or should have known that, but for a mistake
concerning the identity of the proper party, the action
would have been brought against the party.
F ED . R. C IV . P. 15(c)(2) and (3) (emphasis added). The
parties agree that Hall’s claim against Conrail arose out
of the same conduct and occurrence he attempted to set
forth in his original complaint and that Conrail had notice
of Hall’s suit within the Rule 4(m) period and would not
be prejudiced in defending against his claim. See F ED . R.
C IV . P. 15(c)(2) and (3)(A). The dispute here centers on
whether Hall’s original complaint contained a “mistake
concerning the identity of the proper party” within the
meaning of Rule 15(c)(3).

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No. 04-1005 9
We have previously held that the “mistake” clause of
Rule 15(c)’s “relation back” provision “permits an amend-
ment to relate back only where there has been an error
made concerning the identity of the proper party and where
that party is chargeable with knowledge of the mistake, but
it does not permit relation back where . . . there is a lack of
knowledge of the proper party.” Wood v. Worachek, 616 F.2d
1225, 1229 (7th Cir. 1980). Since Wood (which interpreted
the prior Rule 15(c)(2)—the “mistake” provision now
appears in Rule 15(c)(3)), we have repeatedly reiterated
that “relation back” on grounds of “mistake concerning the
identity of the proper party” does not apply where the
plaintiff simply lacks knowledge of the proper defendant.
King v. One Unknown Fed. Corr. Officer, 201 F.3d 910, 914
(7th Cir. 2000); Eison v. McCoy, 146 F.3d 468, 472 (7th Cir.
1998); Baskin v. City of Des Plaines, 138 F.3d 701, 704 (7th
Cir. 1998); Worthington v. Wilson, 8 F.3d 1253, 1257 (7th
Cir. 1993).
Hall attempts to distinguish these cases on the ground
that they involved plaintiffs who sued “unknown officers” or
“John Doe” defendants. We do not think this distinc-
tion makes any difference. The problem the plaintiffs
faced in the cases cited above was the same one that
confronted Hall here: they did not know who to name as
defendants before the limitations periods expired. Whether
a plaintiff names a fictitious defendant like “John Doe”
because he does not know who harmed him or names an
actual—but nonliable—railroad company because he
does not know which of two companies is responsible for his
injuries, he has not made a “mistake” concerning “identity”
within the meaning of Rule 15(c)(3). He simply lacks
knowledge of the proper party to sue. It is the plaintiff’s
responsibility to determine the proper party to sue and to
do so before the statute of limitations expires. A plaintiff’s
ignorance or misunderstanding about who is liable for his
injury is not a “mistake” as to the defendant’s “identity.”

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10 No. 04-1005
Hall would like us to view his naming of Norfolk Southern
as the defendant in his original complaint as nothing more
than a “drafting error” and a mere misnaming of the proper
defendant (the railroad that employed him on February 2,
1999). We cannot seriously entertain this contention in light
of Hall’s first motion to amend his complaint. In that
motion, Hall made it abundantly clear that he intended to
sue Norfolk Southern, not Conrail. His motion did not seek
to add Conrail as a defendant and insisted that he “sued the
correct party, NORFOLK SOUTHERN RAILWAY COM-
PANY,” because his “former employer, Conrail, no longer
owns or operates [the Elkhart rail yard] nor is responsible
for the debts and obligations arising out of said property.”
At that point in the litigation it was obvious that Hall
misunderstood which railroad company was liable for his
alleged injuries, but he did not make a “mistake” concerning
Conrail’s “identity.”
Cases from other circuits confirm our view that Hall’s
misapprehension of which railroad was liable for his
injuries is not the type of “mistake” contemplated by
Rule 15(c)(3). See, e.g., Rendall-Speranza v. Nassim, 107
F.3d 913, 919 (D.C. Cir. 1997) (“In the adversarial system
of litigation the plaintiff is responsible for determining who
is liable for her injury and for doing so before the statute of
limitations runs out; if she later discovers another possible
defendant, she may not, merely by invoking Rule 15(c),
avoid the consequences of her earlier oversight.”); Wilson v.
United States Gov’t, 23 F.3d 559, 563 (1st Cir. 1994)
(“Wilson fully intended to sue GEGS, he did so, and GEGS
turned out to be the wrong party. We have no doubt that
Rule 15(c) is not designed to remedy such mistakes.”);
Louisiana-Pacific Corp. v. ASARCO, Inc., 5 F.3d 431, 434
(9th Cir. 1993) (“[ASARCO] thought [another company] was
the successor-in-interest to IMP and was the proper party
to sue. This explanation does not change the fact that
ASARCO knew IMP was the party for whose actions it

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No. 04-1005 11
sought indemnity. There was no mistake of identity [under
Rule 15(c)], but rather a conscious choice of whom to sue.”);
Rennie v. Omniflight Helicopters, Inc., No. 97-1524, 1998
WL 743678, at *2 (4th Cir. Oct. 23, 1998) (“Plaintiffs
intended to sue HTS because they believed HTS was the
corporate successor to the party which was responsible for
maintenance of the . . . helicopters at the time of the 1992
crash. However, Plaintiffs were wrong as to who was the
proper party. The remedy provided by Rule 15 does not
cover this mistake.”). Hall cites no contrary out-of-circuit
authority.
Although Hall mentions neither case in his briefs, Donald
v. Cook County Sheriff’s Department, 95 F.3d 548 (7th Cir.
1996), and Woods v. IUPUI, 996 F.2d 880 (7th Cir. 1993),
arguably contain some support for his expansive definition
of a Rule 15(c)(3) “mistake.” Donald involved a pro se
prisoner plaintiff who sued the sheriff’s department under
the mistaken belief that by doing so he was suing the
individual deputies who injured him. Donald, 95 F.3d at
557. This court concluded that Rule 15(c) “is intended to be
a means for correcting the mistakes of plaintiffs suing
official bodies in determining which party is the proper
defendant” and permitted the plaintiff to add the individual
defendants via Rule 15(c)(3). Id. at 560. That holding has
limited application, however, because the decision was
reached in large part because of Donald’s unique impair-
ments as a pro se prisoner who was “precluded from
conducting a precomplaint inquiry because of his incarcera-
tion.” Id. at 561. Here, in contrast, Hall has been repre-
sented by counsel throughout and obviously was not
burdened by litigation impairments comparable to those of
pro se prisoners.
In Woods the plaintiff was a former state university
employee who sued the university for its employees’
allegedly unlawful search of his home which turned up
marijuana and led to his termination. Woods, 996 F.2d

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12 No. 04-1005
at 883. When the university invoked its Eleventh Amend-
ment immunity, the plaintiff sought to amend his complaint
to add the individual university employees as defendants.
This court held that the plaintiff’s naming of the university
instead of its individual employees was a “mistake” within
the meaning of Rule 15(c)(3). Id. at 887.
Woods does lend some support to Hall’s position, and
unlike Donald it cannot be attributed to the extra measure
of grace we sometimes accord to incarcerated pro se liti-
gants. But Woods appears to be an outlier; our more recent
decisions have not followed its reasoning and have instead
coalesced around the narrower view of a Rule 15(c)(3)
“mistake” which we trace back at least as far as Wood, 618
F.2d at 1229. See, e.g., King, 201 F.3d at 914 (“We have
consistently held that Rule 15(c)(3) does not provide for
relation back under circumstances . . . in which the plaintiff
fails to identi[f]y the proper party.”); Eison, 146 F.3d at 472
(same); Baskin, 138 F.3d at 704 (“[I]t is well-established . .
. that Rule 15(c)(3) ‘does not permit relation back where . .
. there is a lack of knowledge of the proper party.’ ” (quoting
Worthington, 8 F.3d at 1256)). We reaffirm and follow these
more recent decisions regarding the scope of Rule 15(c)(3).
B. Summary judgment for Norfolk Southern
After the district court denied Hall leave to add Conrail
as a defendant, he continued to press his claim against
Norfolk Southern on a theory of federal successor liability.
The district court disagreed with Hall and granted sum-
mary judgment for Norfolk Southern. Our review is de novo.
Healy v. City of Chi., 450 F.3d 732, 738 (7th Cir. 2006). We
view the record evidence in the light most favorable to Hall,
the nonmoving party. Id. Summary judgment is appropri-
ately entered where the record shows “that there is no
genuine issue as to any material fact and that the moving

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No. 04-1005 13
party is entitled to a judgment as a matter of law.” F ED . R.
C IV . P. 56(c).
Under the doctrine of successor liability, Hall could
pursue his FELA claim against Norfolk Southern if: (1)
Norfolk Southern had notice of Hall’s claim before the
completion of its transaction with Conrail, and (2) there is a
substantial continuity in the operation of Conrail’s railroad
business before and after Norfolk Southern’s purchase. See
EEOC v. G-K-G, Inc., 39 F.3d 740, 747-78 (7th Cir. 1994).
Norfolk Southern does not dispute that these two require-
ments are met, but argues that the terms of its transaction
with Conrail and, most importantly, the approval of those
terms by the STB, exempt it from liability for FELA claims
of former Conrail employees arising before June 1, 1999.
The STB has statutory authority to approve transac-
tions in which railroads combine or consolidate their
operations. See 49 U.S.C. § 11321(a). If the STB approves
the terms of such a transaction, a transacting railroad “is
exempt from the antitrust laws and from all other law,
including State and municipal law, as necessary to let that
rail carrier . . . carry out the transaction.” Id. The STB
reviewed and approved the terms of the June 1, 1999
transaction between Conrail and Norfolk Southern, which
included the provision by which Conrail retained liability
for its employees’ FELA claims arising before the June 1,
1999 closing date. Section 11321(a) therefore exempts
Norfolk Southern from any liability for Hall’s FELA claim
that might attach to it under the doctrine of successor
liability. See Norfolk & W. Ry. Co. v. Amer. Train Dispatch-
ers’ Assoc., 499 U.S. 117, 129 (1991) (“[T]he immunity
provision of [§ 11321] means what it says: A carrier is
exempt from all law as necessary to carry out an [STB]-

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14 No. 04-1005
5 When the Supreme Court decided Norfolk & Western, the
immunity provisions now contained in 49 U.S.C. § 11321 were
found at 49 U.S.C. § 11341 and the transaction-approving function
now performed by the STB was then assigned to the Interstate
Commerce Commission. We have updated the code section and the
name of the federal agency where necessary in this and subse-
quent quotations.
approved transaction.”). 5
Hall objects that the exemption of successor liability
for his FELA claim is not truly “necessary” in order to
“carry out” the transaction between Norfolk Southern and
Conrail. After all, he points out, in addition to retaining
its own liability, Conrail agreed to indemnify Norfolk
Southern for any successor liabilities that might be imposed
on Norfolk. But having a contractual right to
seek indemnification is not the same as being immune from
a suit altogether. More fundamentally, mere indemnifica-
tion is not what Norfolk Southern and Conrail bargained for
when they agreed on the terms of their deal; the transaction
specified that liability for claims like Hall’s would not pass
to Norfolk Southern but remained with Conrail. Hall’s
argument contradicts § 11321’s plain language: Norfolk
Southern is exempt from all law as necessary to carry out
the terms of the transaction it agreed to with Conrail. One
of those terms was no successor liability on the part of
Norfolk Southern for preclosing FELA claims. This term
plainly could not be “carried out” if successor liability
attached. We could allow Hall’s successor liability theory
against Norfolk Southern to go forward only by ignoring
§ 11321’s clear exemption language or by modifying the
terms of the STB-approved agreement. There is, of course,
no basis for us to do either.
Finally, Hall relies on Harris v. Union Pacific Railroad,
141 F.3d 740 (7th Cir. 1998), for the proposition that
Norfolk Southern should only be exempt from a given law

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No. 04-1005 15
if the STB expressly stated such an exemption was neces-
sary to carry out the approved transaction. This is a
misreading of Harris and contradicts the text of § 11321,
which contains no requirement of an express finding by the
STB that a particular exemption is “necessary.” The statute
makes the exemption self-executing whenever necessary to
carry out an STB-approved transaction. 49 U.S.C. § 11321;
Interstate Commerce Comm’n v. Bd. of Locomotive Eng’rs,
482 U.S. 270, 298 (1987) (Stevens, J., concurring) (explain-
ing that [§ 11321] “does not condition exemptions on the
STB’s announcing that a particular exemption is necessary
to an approved transaction”).
In Harris, the Interstate Commerce Commission (“ICC”)
(predecessor to the STB) had approved Union Pacific
Railroad’s acquisition of the Chicago and North Western
Railway. Harris, 141 F.3d at 741. After the ICC approved
the terms of that acquisition, labor and management of the
acquiring railroad entered into a separate agreement which
was never submitted for the ICC’s approval. When two
employees later sued Union Pacific alleging that certain
provisions in the labor agreement violated several federal
laws, Union Pacific claimed that the § 11341 (now § 11321)
exemption from such laws was “necessary” for it to carry
out its agreement. This court rejected Union Pacific’s claim
because the labor agreement—as distinct from the acquisi-
tion transaction itself—was not an ICC-approved transac-
tion that would trigger § 11341’s (now § 11321’s) exemption
provision. Harris, 141 F.3d at 743 (“The return-from-leave
condition that plaintiffs say is unlawful was adopted by
labor and management on their own after the Commission
finished its work.”). Harris simply does not support Hall’s
argument that Norfolk is not entitled to the § 11321
exemption because the STB did not expressly and specifi-
cally announce that exemption from successor liability was
necessary to carry out the approved transaction.

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16 No. 04-1005
Accordingly, we conclude that pursuant to § 11321,
Norfolk Southern was exempt from federal successor
liability for Hall’s FELA claim, which arose preclosing.
Summary judgment was properly entered in favor of
Norfolk Southern.
A FFIRMED .
A true Copy:
Teste:
________________________________
Clerk of the United States Court of
Appeals for the Seventh Circuit
USCA-02-C-0072—11-9-06

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