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Amling v. Harrow Industries LLC

United States Court of Appeals, Seventh Circuit

November 19, 2019

Deborah Amling, personally, and as Personal Representative for the Estate of Robert M. Amling, Plaintiffs-Appellants,
Harrow Industries LLC, et al., Defendants-Appellees.

          Argued September 23, 2019

          Appeal from the United States District Court for the Central District of Illinois. No. 3:18-cv-03108-SEM-TSH - Sue E. Myerscough, Judge.

          Before Easterbrook, Hamilton, and St. Eve, Circuit Judges.


         Deborah Amling and her husband Robert sued Harrow Industries and other businesses in an Illinois state court for causing Robert to develop mesothelioma by exposing him to asbestos. Two years later, the Am-lings sued Harrow again, this time in federal court, seeking a declaratory judgment on the meaning of an asset-purchase agreement between Harrow and another company, Nexus, also a defendant in the Amlings' state suit. The district judge thought the declaratory judgment action unripe and dismissed it. Even if it were ripe, the judge ruled in the alternative, she would decline to exercise jurisdiction over it. The Amlings appealed. Robert died while this appeal has been pending; Deborah now prosecutes the state and the federal lawsuits in her own right and as representative of Robert's estate.

         We affirm. It is virtually certain that the Amlings' state suit will answer the question presented by their federal suit: whether under the terms of the asset-purchase agreement Harrow or Nexus could be liable for their injuries. That fact makes this a live controversy but simultaneously justifies the district court's sound exercise of its discretion in deciding not to issue a declaratory judgment.

         I. Factual and Procedural Background

         To determine whether subject matter jurisdiction exists, a court may look past the complaint to any pertinent evidence. Sapperstein v. Hager, 188 F.3d 852, 855 (7th Cir. 1999). The complaint's jurisdictional allegations are taken as true, though, unless the defendant offers evidence calling jurisdiction into question. Id. at 856. The undisputed jurisdictional facts in this case are taken from the Amlings' federal and state complaints, as well as from the docket of a related federal case and certain public documents, all properly subject to the district court's judicial notice.

         Robert Amling began working in the horticulture industry in 1965 and continued in that career for the rest of his working life. At one point, Robert worked for National Greenhouse Company, whose products allegedly contained asbestos to which he was exposed during his work.

         Sometime between 1965 and 1990, National Greenhouse's assets and liabilities were transferred to Harrow Products, a division of Harrow Industries. In November 1990, Harrow Products executed an asset-purchase agreement with Nexus, transferring all of National Greenhouse's assets and, critically for our purposes, some of its liabilities to Nexus, as defined by the agreement.

         Robert Amling was diagnosed with mesothelioma in 2015. In 2016, the Amlings sued Harrow, Nexus, and others in Illinois state court, alleging the defendants caused Robert's mesothelioma by tortiously exposing him to asbestos.

         In 2017, Harrow filed a declaratory judgment action against Nexus in the Central District of Illinois. Harrow sought a declaration that any liability of National Greenhouse to the Amlings had passed from Harrow to Nexus under the terms of the 1990 asset-purchase agreement. Apprised of Harrow's suit, the Amlings successfully sought a stay of their own suit and unsuccessfully moved to intervene in Harrow's. Harrow voluntarily dismissed its action in 2018 without a decision on the merits.

         The Amlings then filed their own declaratory judgment action in the same federal district court-the case before us now. The district court had jurisdiction of the suit under 28 U.S.C. § 1332. The Amlings' suit is basically a mirror image of Harrow's: it seeks a declaration that under the terms of the 1990 agreement, Harrow, not Nexus or any other entity, is liable for National Greenhouse's torts alleged in the Amlings' state complaint. (Schlage Lock Company is also named as a defendant here as Harrow's alter ego or successor in interest; we need not discuss it further.) The Amlings' state case is still stayed.

         Prudently policing its own jurisdiction, the district court ordered the parties to address whether the case was justiciable. After briefing, the court concluded it was not because there not yet a ripe controversy suitable for judicial action. In the alternative, the court held it would decline to exercise whatever jurisdiction it might have had. The court dismissed ...

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