No. 02-4037/4270 SPEROS DRELLES, ESTATE OF JAMES J. DONAHUE v. Lacy

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PRECEDENTIAL
UNITED STATES COURT OF
APPEALS
FOR THE THIRD CIRCUIT
___________
No. 02-4037/4270
___________
SPEROS DRELLES, ESTATE OF
JAMES J. DONAHUE; MARIE
DRELLES; MARY CATHERINE
GRAY; HOWARD HALF; GEORGE
KRESOVICH; MILDRED
KRESOVICH; MARY T. LASKO;
GEORGIANA TOY; KENNETH TOY;
CHARLES J. ABBOTT; ESSIE
ADAM S; MARILYN ADAMS;
DEBORAH ALSTON; JOHN D
ANTONIONO; ROBERT
ARMSTRONG; PATRICIA
AUGUSTINE; HENRY AUGUSTINE;
GAY B. BANES; JOHN T. BARLEY;
JOHN T. BARLEY JR.; BARBARA
BARLEY; PAUL BAUER; RICHARD
BAUER; MADELINE BAUER;
DONALD BECK; KIMBELY BECK;
EARL BRAEUDIGAM; JANICE
BRAEUDIGAM; OLIVE MAE BRICK;
HERMAN BRICK; KATHLEEN
BRYAN; ANDREW BRYAN;
ROOSEVELT BYRANT; CAROL
BRONOUGH; AMY L. BUCHEIT;
THOMAS BURTOFT; SUSAN
BURTOFT; ANTHONY CALABRESE;
SHARON CALABRESE; SAMUEL
CARUSO; DOLORES CARUSO;
CLARENCE CLAUS; MARGARET
CLAUS; SANDRA CLAWSON;
JEVVIFER PETERS; REX COLE;
DEBORAH COLE; FRANK C.
CONTINO; WILLIAMS E. CROFT;
DEBORAH A. CROOK; DAVID W.
CUPEC; JEROME DANENBERG;
GERTRUDE DANENBERG; ROBERT
DANENBERG; ALVIN DAVIS; MARY
DAVIS; ANDREW DENUZZIO; JEAN
DENUZZIO; MARIAN E. DESANTIS;
JOSEPH DILLA; KATHLEEN DILLA;
KATHRYN A. DIODATI; WILHELM
DORFNER; JACQUELINE DORFNER;
RENEE DRUMMOND-BROWN;
NANCY I. ECK; EARL FAIRMAN;
JEAN FERGUSON; RANDALL
FERRARI; HARRIET E. FITTS;
CAROL FRAM PTON; GILBERT J.
FRAUENHEIM; KATHRYN A.
GIBSON; ANTHONY E. GILL;
BARBARA M. GLOVER; ROY G.
GOFF; ALBERT GOTLEIB; MERYL
GOTLEIB; BARRY GOVERNOR;
MARY GOVERNOR; STANLEY
GRABOWSKI; LINDA GRABOWSKI;
DALE GREENAWALD; GLORIA
GREENAWALD; KARN L. GRUVER;
RONALD J. GUINEY; WILLIAM A.
HAFEN; JOHN P. HAMMER;
MARGARET R. HAMMER; CHARLES
HARPER; IRENE HARPER; LOUISE
HARRIS; SARAH HART; STEPHEN
N. HAVRILLA, JR.; JOHN HELFRICH;
NORA HELFRICH; JOHN HOFFMAN;
LOIS HOFFMAN; DOLORES
HUMENIK; EDWARD HUMENIK;
STEVE HYRB; ANNA MARIE HYRB;
JOHN IRWIN; VIRGINIA IRWIN;
DALE JACKMAN; CONSTANCE
JACKMAN; GEORGE JACKSON;
MARGARET JACKSON; KENNETH

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JAROS; MICHAEL JOHNSON; RUBY
JONES; O’NEAL JONES; MARLENE
C. JONES; RAYMOND E.
KALKBRENNER; FRIEDA KAM EL;
JORDAN KAM POS; SHARON LEE
KAMPOS; JAMES KASICKY;
ANDREW KASICKY; JOSEPH
KIZIOR; DOLORES KIZIOR;
MILDRED P. KOBAN; MARY JO
KOCHERAN-DAPOS; ROSANNA
KOCIAN; DENNIS KOCIAN;
ROSANNE KOCSIS; GEORGE S.
KOKUS; KENNETH KOTEWICZ;
EVELYN KOTEWICZ; JAMES R.
KREBBEL; SHARON R. KREUER;
BARBARA L. KRYNEVICH;
WILLIAM V. LACY; DONALD
LADESIK; JEAN LADESIK; JOHN R.
LARKIN; DIANE LEBO; LUDMILLA
A. LUKSIK; WILLIAM J. LUXON;
RAYMOND MACKEWICH; NANCY
MACKEWICH; JAMES MARAK;
BONITA MARAK; MARILYN E.
MERVOSH; LILLIAN Y. MERZLAK;
FREDERICK MEYER; ANDREA
MEYER; RUTH MILLER; WILLIAM
MILLER; ALBERT MINKO; RUTH
MINKO; THOMAS MOODY;
MICHOLAS MOODY; JEAN MORSE;
CHARLES MURPHY; BARBARA
MURPHY; JAMES M. MYERS;
JAMES H. MYERS; TIM McCARTHY;
SANDRA McCARTHY; TERRENCE
McCONNELL; JOHN McGARVEY;
CINDY McGARVEY; JOHN F.
McROBERTS; BONNIE SUE
NEIDERHISER; MARY JEAN NEJAK;
JOSEPH NIST; THEODORE
ORLOWSKI; CATHERINE
ORLOWSKI; RONALD ORR;
KARLENE ORR; LILLIAN
PARROTTO; WILLIAM PERLINGER;
CRESCENZO PETRILLI; RANDY A.
PFEIFER; RAYMOND PIAGESSI;
ROY D. PIRAIN; MARY
POLONCHAK; YVONNE BLYTHE;
BARBARA J. POND; MARY JANE
POTTER; ALLAN RANDOLPH;
ROSEMARY RANDOLPH;
HANUMANTHA RAO; STASHIA
REEHER; JUDITH E. ROCKWELL;
LINDA ROMANELLI; JAMES
ROMANELLI; WALTER ROSE;
ALNETTA ROSE; EDWARD ROSE;
MARY ELLEN ROSE; SHIRLEY
SACHS; FRANK J. SAMPSON;
HELEN G. SCHABLIK; CHARLES
SCHU; LINDA SCHU; ELEANOR J.
SCHULTZ; THOMAS SHERIDAN;
KATHLEEN SHERIDAN; BONNIE
SHERWOOD; GEORGE SMITH;
KATHLEEN SMITH; DONNA
SMORUL-KOTLINSKI; MELVIN
SMULCZENSKI; LOIS
SMULCZENSKI; MARY SPARICO;
SAMUEL SPENCE; PRESLEY
STAHL; ELIZABETH STAHL;
ROBERTA STALLINGS; PRESTON
STITT; ADRIENNE STITT; JOHN D.
STOKES; RONALD A. STOLTZ;
ROSEMARY STOYANOFF; DAVID P.
SULKOWSKI; GLEN A. SULLIVAN;
RICHARD L. TERHUNE; GERARD E.
TERWILLIGER; LOUISE
THORNTON; DONALD TOOMEY;
RITA TOOMEY; DERRICK J.
TUSCANO; LUCILLE TYLER; JOHN
VENUS; VICTORIA MARIE VERI;
THOMAS S. VIG; RITA VIG; ALVIN
WEINBERG; LISA ANTIN; ALLEN

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WILTROUT; AGNES WILTROUT;
DAVID WISE; ESTATE OF EDDIE
WRIGHT; ROBERT YAUCH; JENNIE
YAUCHKEITH YOUNGER; BRENDA
YOUNGER,
Appellants in 02-4270
v.
METROPOLITAN LIFE INSURANCE
COMPANY; GARY ANTONINO;
JOEL SHERMAN; RONALD SHRAM;
UNITED FOOD COMMERCIAL
WORKERS INTERNATIONAL
UNION; AFL-CIO, CLC; BRUCE A.
REZNIK ASSOCIATES, L.P.;
METROPOLITAN INSURANCE AND
ANNUITY COMPANY, a Delaware
Corporation; JEFFREY J. RODGERS;
ROBERT MARTINI; JONATHON
HOLLY, Resident of Texas; JAMES
SPANGLER; STEVEN ANASTASIA;
THOMAS M. HYLAND; CHRISTINE
DOVAN; JACK E. DUCKWORTH
Metropolitan Life Insurance Company,
Appellant in 02-4037
________________________
ON APPEAL FROM THE UNITED
STATES DISTRICT COURT FOR THE
WESTERN DISTRICT OF
PENNSYLVANIA
District Court Judge:
The Hon. Donetta W. Ambrose
(Misc. Docket No. 96-179)
___________
Argued: December 12, 2003
Before: AMBRO, FUENTES, and
GARTH, Circuit Judges.
(Opinion Filed: December 24, 2003)
___________
B. John Pendleton, Jr. [ARGUED]
McCarter & English, LLP
100 Mulberry St.
Newark, N.J. 07102
Counsel for Appellant/Cross-Appellee
Leslie A. Brueckner [ARGUED]
Trial Lawyers for Public Justice, P.C.
1717 Massachusetts Ave., N.W.
Suite 800
Washington, DC 20036
Kenneth R. Behrend
Behrend & Ernsberger, P.C.
Union National Bank Building
306 Fourth Ave.
Suite 300
Pittsburgh, PA 15222
Counsel for Appellees/Cross-Appellants

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_______________________
OPINION OF THE COURT
_______________________
FUENTES, Circuit Judge:
I.
In December 1999, Plaintiff-
Appellant Metropolitan Life (“Metlife”)
settled an MDL federal class action (“the
MDL case”) with plaintiffs who had filed
actions over allegedly illegal sales
practices. In the case before us,
Appellees, all represented by the firm
Behrend and Ernsberger (“Behrend”), are
opt-out plaintiffs pursuing their own
individual suits in Pennsylvania state
courts against Metlife for allegedly
improper sales practices. In those state
court proceedings, Appellees1 have been
allowed to conduct discovery of
Metlife’s nationwide sales
practices–including information
specifically related to litigants from the
MDL case–on the grounds that the sales
practices are potentially relevant to
Appellees’ individual claims. In October
2001, Metlife approached the District
Court for an injunction barring Appellees
from conducting such discovery, or from
asserting any claim relating to the alleged
illegal nationwide practices, on the
grounds that it would disturb, or even
effectively relitigate, the MDL case that
was settled by Metlife in federal court.
The Magistrate Judge issued a
Report and Recommendation advising an
injunction on the grounds that Plaintiffs
were effectively relitigating the illegality
of the nationwide practices covered by
the MDL case settlement. Upon
reconsideration, however, the Magistrate
Judge reversed his Recommendation:
specifically, while Appellees may have
abused Metlife through overbroad
discovery requests and allegations in
their complaint, they nonetheless had
discrete individual claims, and thus it
was up to the state courts to decide
whether Appellees’ specific discovery
requests were relevant to those claims.
The District Court adopted the Report
and Recommendation in its entirety.
II.
A.
The Anti-Injunction Act dictates
that a federal court “may not grant an
injunction to stay proceedings in a State
court except as expressly authorized by
Act of Congress, or where necessary in
aid of its jurisdiction, or to protect or
effectuate its judgments.” 28 U.S.C. §
2283. Thus, federal courts are statutorily
prohibited from enjoining state court
proceedings except in three narrowly
excepted categories of cases; the
corresponding affirmative empowerment
to issue injunctions in these three
categories of cases derives from the All-
Writs Act, 28 U.S.C. § 1651(a). In re
1 Behrend’s opt-out clients are
plaintiffs in the state court suits, but are
defendants in this case; accordingly, to avoid
confusion, we will refer to them as
“Appellees.”

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Prudential Ins. Co. of Am. Sales Practice
Litig., 261 F.3d 355, 365 (3rd Cir. 2001)
(hereinafter referred to as “Prudential I”).
Metlife argues that the District Court had
the authority to enjoin Appellees’ claims
because the instant case falls into either
the second or third category of cases:
namely, the injunction is either 1)
necessary in aid of the District Court’s
jurisdiction over the MDL case, or 2)
necessary to prevent relitigation of the
settled claims in the MDL case.
Relying on Prudential I, Metlife
contends that Appellees can be enjoined
from making any claim or using any
evidence related to the claims settled in
the MDL case in order to keep the
settlement from being disturbed. In
Prudential I, the plaintiffs, the Lowes,
had four policies with Prudential that fell
within the defined parameters of a
nationwide class action against
Prudential that settled in October 1996 in
the District of New Jersey. Id. at 359-61.
The Lowes chose to keep two policies
within the class action, but to opt out
with the other two policies, meaning that
they would reap the benefits of the
settlement for two of their policies but
still retain the option to litigate the other
two claims. Id. at 361. The Lowes’
state-court complaint based on the opted-
out policies contained numerous
references to Prudential’s nationwide
policy, and the Lowes sought discovery
over those practices as relevant to the
opted-out individual claims. Id. at 362-
63. Prudential obtained an injunction
from the New Jersey District Court
enjoining the Lowes from undertaking
any proceeding in state court “that is
based on, relates to or involves facts and
circumstances underlying the Released
Transactions in the Class Action.” Id. at
363 (internal quotations omitted). Our
Court affirmed this injunction under the
Anti-Injunction and All-Writs Acts. Id.
at 369-70.
Metlife argues that the instant
case is virtually identical to Prudential I,
as the injunctions sought and the state-
court complaints at issue are extremely
similar in both cases. As the District
Court recognized, however, the crucial
distinction between Prudential I and the
case before us is that the Lowes were
parties to the Prudential I settlement
because they did not opt out all of their
claims. In contrast, Appellees did opt
out all of their claims, and were therefore
not parties to the M DL case settlement.
Metlife tries to downplay the salience of
this distinction, but a close reading of
Prudential I makes it clear that the
Lowes’ participation in the settlement
was the dispositive factor in the case.
Id. at 366 (“We must determine whether
settlement of claims the Lowes had under
the Class Policies precludes them from
pursuing claims in Florida purportedly
arising from the [opted-out] Policies”),
367 (“the Lowes clearly released
Prudential from any claims ‘based on,’
‘connected with,’ ‘arising out of,’ ‘or
related to, in whole or in part’ their two
Class Policies”), 369 (“When the Lowes
reviewed the Release and the Class
Notice, they surely must have realized
that, even though they could exclude
certain policies from the settlement while

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including others, doing so would
jeopardize their ability to prove claims
relating to the [opted-out] Policies. The
district court was not willing to release
them from their bargain; neither are
we”).
Metlife urges the Court to look
beyond the specific facts of Prudential I
and embrace a larger goal of protecting
class action defendants from having to
repeatedly defend against allegations
relating to claims they have already
settled. Metlife claims that the
Prudential I court endorsed this larger
goal when it cautioned that state suits
concerning the settled claim “could
number in the millions.” Id. at 367. We
believe, however, that Metlife takes this
comment out of context; the Prudential I
court clearly confined that warning to the
context of state-court plaintiffs who had
already, like the Lowes and unlike
Appellees here, already signed on to the
federal settlement. Id. (“allowing the
Lowes to prosecute their civil claims in
the Florida court would allow an end run
around the Class settlement by affording
them (and other class members who
might later attempt the same strategy) an
opportunity for relitigation of the
released claims”) (internal quotations
omitted) (emphasis added).
Metlife also asserts that the
injunction somehow prevents Appellees
from relitigating the settled claims of the
class plaintiffs. Appellees, however, are
not relitigating the settled claims at all
here; they are suing over their own
alleged mistreatment at the hands of
Metlife, not over someone else’s claim.
Metlife observes that Appellees’
complaint largely copies the class action
complaint in the MDL case and describes
at length the allegations against Metlife
in the MDL case. To the extent that
Appellees may try to bring in evidence of
nationwide practices that are irrelevant to
their individual claims, however, Metlife
is free to object to such evidence before
the appropriate state courts, who are the
proper authorities to make such
evidentiary rulings. Allowing the
preemptive approach espoused by
Metlife here would essentially nullify
Appellee’s decision to opt out: “To
permit the settlement and release to vest
a right in Metlife that it can assert against
non-settling plaintiffs, and so to limit or
restrict those plaintiffs in the prosecution
of state court suits, deprives them of the
benefit of having opted out.” App. at 34.
In short, Metlife cannot point to
any caselaw authorizing an injunction
against opt-out plaintiffs like Appellees,
who consciously and purposefully
refused to join a class action settlement.
The cases Metlife points to in support of
its argument all deal with plaintiffs who
are distinguishable from Appellees. See
generally In re The Prudential Ins. Co. of
Am. Sales Practices Litig., 314 F.3d 99
(3rd Cir. 2002) (class members who
joined settlement tried to collaterally
attack settlement in state court); In re
Diet Drugs, 282 F.3d 220 (3rd Cir. 2002)
(plaintiffs were trying to opt entire
unnamed subclass out of nationwide
class action); Prudential I, 261 F.3d 355
(enjoined plaintiffs were party to settled
class action); Carlough v. Amchem

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Prod., Inc., 10 F.3d 189, 204 (3rd Cir.
1993) (enjoined plaintiffs had not yet
been given the opportunity to opt out, so
state suit was premature).2 We therefore
uphold the denial of the injunction.
B.
Finally, we address Appellees’
contention that “the District Court erred
in refusing to reject the Magistrate
Judge’s unsupported dictum stating that
the opt-out litigants have committed
discovery and pleading ‘abuse’ in their
state court cases.” Appellees’ Br. at ii.
Specifically, Appellees take issue with
the following language from the
Magistrate Judge’s report and
recommendation, adopted by the District
Court:
I was convinced when the
[first] Report was issued
that MetLife is being
abused by [Appellees] in
their state court actions.
Illustrative of this abuse is
the fact that many of the
state court complaints are
mere reiterations of the
class action complaint filed
in this court–even to the
extent of pleading
allegations not applicable
to the type of policy the
individual plaintiff bought
and is suing on. This, of
course, exposes M etLife to
discovery demands that,
while they may relate to
claims in the complaint,
cannot relate to the actual
case. Similarly, I believed
MetLife was the recipient
of unreasonably broad and
duplicative discovery
requests in the state court
cases. I believe this still.
But the Report
acknowledged, as I readily
continue to do, that these
are matters for the state
courts to address, unless
very narrow conditions are
present to allow this court
to stop it.
App. at 33. Appellees argue that the
District Court did not have the legal
authority to criticize Appellees’ conduct
in state court, or alternatively that the
District Court’s criticisms are clearly
erroneous as a matter of fact. Metlife
responds that the passage reflects well-
based factual findings on the part of the
District Court, and should not be
stricken. As defined by this Court,
dictum is “a statement in a judicial
opinion that could have been deleted
without seriously impairing the analytical
foundations of the holding.” In re
2 In its reply brief, Metlife cites to
State Farm Mut. Auto. Ins. Co. v. Campbell,
123 S.Ct. 1513 (2003), for the proposition
that Appellees cannot use evidence of
Metlife’s national practices in their
individual cases. Campbell, however, is
wholly inapposite, as it deals with the
determination of whether a large punitive
damage award can be based on such
evidence, not whether such evidence can be
at all relevant to an individual’s lawsuit.

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McDonald, 205 F.3d 606, 612 (3rd Cir.
2000). Magistrate Judge Benson’s
comments were clearly dicta under this
definition: his opinion of Behrend’s
tactics was, by his own admission, totally
unrelated to his decision to deny the
injunction, and he explicitly recognized
that the state courts were the appropriate
judge of the propriety of Behrend’s
tactics. Thus, there is no finding of fact
to review, let alone to declare clearly
erroneous.
In any case, even if the
Magistrate Judge’s remarks were
construed as findings of fact rather than
opinions, Appellees’ cross-appeal on this
issue would still not be appropriate, as
federal courts “have not recognized
standing to appeal where a party does not
seek reversal of the judgment but asks
only for review of unfavorable findings.”
Penda Corp. v. United States, 44 F.3d
967, 972 (Fed. Cir. 1994). Based on this
determination, Appellees’ arguments that
the Magistrate Judge’s comments
constitute a negative review of various
state court rulings in violation of the
Rooker-Feldman doctrine and the
Younger absention doctrine are wholly
without merit. Consequently, we affirm
the District Court’s judgment in its
entirety.

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