In the

United States Court of Appeals

For the Seventh Circuit

No. 99-1588

Northeast Illinois Regional Commuter

Railroad Corporation, d/b/a Metra,

Plaintiff-Appellant,

v.

Hoey Farina & Downes,

Defendant-Appellee.

Appeal from the United States District Court

for the Northern District of Illinois, Eastern Division.

No. 98 C 1320--Harry D. Leinenweber, Judge.

Argued February 14, 2000--Decided May 15, 2000

 Before Bauer, Flaum, and Evans, Circuit Judges.

 Flaum, Circuit Judge. On March 4, 1998,

Northeast Illinois Regional Commuter Railroad

Corporation (d/b/a "Metra") filed a complaint for

declaratory and injunctive relief against Douglas

Baethke and the law firm Hoey Farina & Downes

("Hoey") in the United States District Court for

the Northern District of Illinois. Metra alleged

that the defendants were interfering with Metra’s

rights, guaranteed under the federal Railway

Labor Act ("RLA"), 45 U.S.C. sec. 151 et seq., to

conduct disciplinary hearings according to the

terms of a collective bargaining agreement. The

district court dismissed for lack of subject

matter jurisdiction. For the reasons stated

herein, we affirm.

Background

 Metra is a corporation that operates commuter

passenger trains in the Chicago region, and it is

a "carrier" within the meaning of the RLA, which

governs labor relations matters within the rail

industry. Douglas Baethke was employed by Metra

as a locomotive engineer. His employment was

governed by a collective bargaining agreement

("CBA") between Metra and the Brotherhood of

Locomotive Engineers ("BLE"), his bargaining

representative, as well as by the provisions of
the RLA. Under the CBA, Metra may only discipline

a covered employee after first conducting a fair

and impartial disciplinary investigation hearing,

at which the employee may be represented by a BLE

official, but not by a private attorney.

 On May 2, 1996, Baethke allegedly suffered an

injury to his leg during the course of his

employment, and he was off work until July 21,

1997, and then from October 9, 1997 through the

date at which Metra’s initial complaint was

filed. Baethke retained the Hoey law firm to

represent him in his personal injury suit against

Metra. Baethke repeatedly told Metra

representatives that his injury rendered him

unable to return to work, but on December 4,

1997, he was observed engaging in strenuous

physical activities. On January 28, 1998, Metra

officials sent Baethke a letter informing him

that he was medically released to return to work

as of January 26, but that he was removed from

service pending an investigation hearing, to be

conducted under the procedures established in the

Metra-BLE CBA, concerning his possible violation

of Metra work rules.

 Baethke informed Hoey of the disciplinary

investigation hearing, then scheduled for

February 13, 1998, and on February 5 a Hoey

attorney sent Metra a letter threatening to file

suit, in the law firm’s own name, against Metra

if Metra did not agree to grant Baethke certain

rights beyond those provided by the CBA.

Specifically, the attorney demanded that he be

permitted to attend the hearing, that he be able

to cross-examine company witnesses, that he

receive copies of all relevant medical documents,

and that the hearing be postponed to allow him

time to assemble his own evidence. The Hoey

attorney conceded that the CBA did not permit

Baethke any of these rights but he insisted that

if Metra adhered to the CBA’s terms Metra would

be tortiously interfering with the attorney’s

relationship with Baethke./1 The Hoey attorney

threatened to sue for injunctive relief, and

Metra responded with a letter stating that Metra

would not grant Baethke the additional rights

demanded by the Hoey attorney. The Hoey attorney

then sent Metra another letter threatening to sue

if Metra continued to refuse.

 On March 4, 1998, Metra filed a complaint in

federal district court for declaratory and

injunctive relief against Baethke and Hoey. The

RLA prescribes mandatory procedures that must be

followed with respect to certain types of

employment disputes. Metra asserted that Baethke

and Hoey understood that any direct assertion by

Baethke or Hoey that Metra’s decision to hold the

disciplinary hearing would violate Baethke’s
rights would be subject to the exclusive dispute

resolution procedures prescribed by the RLA,

under which Metra would be entitled to proceed

with the hearing pending resolution of the

dispute over the application of the CBA.

Therefore, Metra alleged, Baethke and Hoey

concocted a scheme to prevent Metra’s holding of

the disciplinary hearing by demanding terms

different from those prescribed by the CBA and

the RLA based on the law firm’s supposed rights

under Illinois law. Hoey’s warnings that Metra’s

exercise of the railroad’s RLA-based rights would

tortiously interfere with the law firm’s rights,

Metra claimed, was part of Hoey and Baethke’s

scheme to obtain for Baethke different terms than

those prescribed by the CBA

 Metra requested declaratory and injunctive

relief against both Baethke and Hoey to prevent

them from interfering with Metra’s right to

conduct the Baethke disciplinary hearing and any

future disciplinary hearings pursuant to the

provisions of its CBA and the RLA. Metra sought

declarations that it enjoyed the legally

protected right to conduct the Baethke

disciplinary hearing and future disciplinary

hearings involving Hoey clients according to

terms of the CBA and that this right, as a matter

of federal law, supersedes any legally cognizable

rights that the firm may have. Metra also sought

declarations that Hoey could not enjoin such

hearings because Metra’s conduct either did not

violate any legally cognizable rights belonging

to Hoey or was privileged as a matter of Illinois

common law. Finally, Metra sought injunctive

relief preventing Hoey from interfering with

Metra’s federally protected rights, such as by

commencing a lawsuit to prevent Metra from

conducting its hearings.

 On March 5, 1998, one day after Metra filed its

complaint, Hoey carried out its threat and filed

a lawsuit against Metra in the Circuit Court of

Cook County, Illinois, alleging that Metra’s

conduct of the Baethke disciplinary proceeding

under the procedures prescribed in the CBA would

tortiously interfere with the law firm’s

relationship with its client. Metra responded by

filing a motion to dismiss Hoey’s state lawsuit

on the ground that it was barred by the pendency

of Metra’s earlier-filed federal action. 

 In response to Metra’s federal lawsuit and its

motion to dismiss Hoey’s later-filed state court

suit, Hoey sent a letter to Metra stating that it

was withdrawing its demand to be present at the

pending investigation of Baethke or to assert any

other rights the law firm might have under state

law to enjoin the investigation. The letter

concluded: "I trust this renders all issues in
the above-referenced matters moot and both cases

can be dismissed." Hoey then voluntarily

dismissed its lawsuit in state court, and on

March 24, 1998, it moved to dismiss on mootness

grounds the present, federal action on behalf

itself and Baethke.

 On June 2, the district court granted the

motion to dismiss Metra’s claims against Baethke

and Metra’s claims against Hoey that related

specifically to the Baethke hearing. The court

denied Hoey’s motion to dismiss Metra’s claim

seeking relief to prevent Hoey from commencing

future lawsuits to interfere with Metra’s

federally protected rights, the court having

concluded that these claims were not moot because

there exists a present threat that Hoey, which

represents other Metra employees, might disrupt

future proceedings.

 In November 1998, Metra filed a motion for

summary judgment with respect to its claims for

declaratory relief only, asserting that it was

entitled as a matter of law to such relief. Hoey

argued that the district court lacked subject

matter jurisdiction because Metra’s claims for

declaratory and injunctive relief did not "arise

under" federal law, since Metra’s RLA-based

preemption claims were ones that the railroad

could raise as a defense in the type of state

court tortious interference suit threatened

against it by the law firm. 

 On February 12, 1999, the district court

dismissed Metra’s claims against Hoey for lack of

subject matter jurisdiction, and Metra now

appeals that dismissal.

Discussion

 District courts "shall have original

jurisdiction of all civil actions arising under

the Constitution, laws, or treaties of the United

States." 28 U.S.C. sec. 1331. Under the wellpleaded complaint rule, it must be clear from the

face of the plaintiff’s complaint that there is

a federal question. Louisville & Nashville

Railroad Co. v. Mottley, 211 U.S. 149 (1908);

Burda v. M. Ecker Co., 954 F.2d 434, 438 (7th

Cir. 1992). But, "[i]n declaratory judgment

cases, the well-pleaded complaint rule dictates

that jurisdiction is determined by whether

federal jurisdiction would exist over the

presumed suit by the declaratory judgment

defendant." GNB Battery Technologies, Inc. v.

Gould, Inc., 65 F.3d 615, 619 (7th Cir. 1995). In

other words, as the Supreme Court explained in

Skelly Oil Co. v. Phillips Petroleum Co., 339

U.S. 667 (1950), if the plaintiff cannot get into

federal court by anticipating what amounts to a
federal defense to a state-law cause of action,

he also should not be able to use the Declaratory

Judgment Act to do so by asserting what is really

a preemptive federal defense as the basis of his

complaint. See also Ceres Terminals, Inc. v.

Industrial Commission of Illinois, 53 F.3d 183,

185 (7th Cir. 1995). 

 In Public Services Commission of Utah v. Wycoff

Co., 344 U.S. 237 (1952), the Supreme Court

reiterated the position taken in Skelly Oil:

"Where the complaint in an action for declaratory

judgment seeks in essence to assert a defense to

an impending or threatened state court action, it

is the character of the threatened action, and

not of the defense, which will determine whether

there is federal question jurisdiction in the

District Court." Id. at 248 (emphasis added).

Then, in Franchise Tax Board v. Construction

Laborers Vacation Trust, 463 U.S. 1 (1983), the

Court made clear the strictness of the rule that

"if, but for the availability of the declaratory

judgment procedure, the federal claim would arise

only as a defense to a state created action,

jurisdiction is lacking." Id. at 16 (citing

Skelly Oil and quoting 10A C. Wright, A. Miller

& M. Kane, Federal Practice and Procedure sec.

2767). 

 Based on the line of precedent running through

Skelly Oil, Wycoff, and Franchise Tax Board, the

district court in this case lacked jurisdiction

to hear Metra’s claim. Metra argues that the

district court had jurisdiction over its claim

for a declaration that the RLA preempts any state

law claim that Hoey might have for alleged

tortious interference because Metra’s claim

arises under the RLA and the Supremacy Clause of

the Constitution. Metra characterizes its claims

as an attempt to protect its rights under federal

law to discipline employees for workplace

misconduct in accordance with the procedures

prescribed in certain collective bargaining

agreements. But these Supreme Court cases

establish that a conflict between federal law and

state law is not enough to confer subject matter

jurisdiction. In essence Metra went to district

court seeking adjudication of its argument that

the RLA provides a federal law defense to the

type of state law tortious interference suit Hoey

threatened to bring. The precedent just outlined,

however, precludes Metra from recharacterizing

the claim to fit the well-pleaded complaint rule

by means of the Declaratory Judgment Act. See

Ceres Terminals, 53 F.3d at 184-85 (holding that

a district court lacked jurisdiction over

declaratory judgment actions filed by stevedore

contractors, where the contractors sought a

declaration that the state’s power ends at the

water’s edge, therefore barring threatened state
workers’ compensation claims by two workers);

Nuclear Engineering Co. v. Scott, 660 F.2d 241,

253 (1981) ("It is well-settled that the

Declaratory Judgment Act confers no additional

jurisdiction upon the federal courts. When a

declaratory judgment plaintiff asserts a claim

that is in the nature of a defense to a

threatened or pending coercive action, the

character of the threatened or pending coercive

action determines whether federal question

jurisdiction exists over the declaratory judgment

action.") (citations omitted).

 Metra does not dispute the applicability of the

directives spelled out in Wycoff and Franchise

Tax Board to its claim. Instead of arguing that

its claim lies outside the jurisdictional lines

that the language of Wycoff draws, Metra argues

that the Wycoff approach has been renounced or

limited by subsequent Supreme Court and Seventh

Circuit decisions. Specifically, Metra argues

that federal question jurisdiction must exist

over claims that a threatened action based upon

state law would violate the declaratory

plaintiff’s federal rights because to hold

otherwise would conflict with Ex parte Young, 209

U.S. 123 (1908), and its progeny, which establish

that federal courts have subject matter

jurisdiction over suits to enjoin state

interference with a plaintiff’s federal rights.

In Illinois v. General Electric Co., 683 F.2d 206

(7th Cir. 1982), this Court considered whether

federal question jurisdiction over a claim for

declaratory relief must be assessed by reference

to the "character" of the cause of action

threatened by the declaratory defendant rather

than the nature of the claims actually pleaded by

the declaratory plaintiff. In that case, the

recently enacted Illinois Spent Fuel Act

prohibited actions that General Electric believed

it was entitled to take under federal law.

General Electric filed suit in federal district

court seeking a declaration that the Act violated

the Commerce and Supremacy Clauses of the U.S.

Constitution. This Court ultimately ruled that

the district court had subject matter

jurisdiction over General Electric’s declaratory

claim. In doing so, we noted that the "character"

of the claim rule spelled out in Wycoff, "if

understood to require federal claimants always to

litigate their claims as defenses in state court

if they can, . . . must be wrong. . . . Since the

impending state action will almost always be

based on state law alone, the dictum [of Wycoff],

read broadly, would overrule Ex Parte Young and

every case that has ever followed it." Id. at

211.

 But General Electric involved a challenge to

threatened state regulation, not private actions

under state law, and to extend the observations
of that case to cover declaratory actions like

Metra’s ignores the unique doctrinal concerns

underlying Ex parte Young. Ex parte Young carves

out an exception to the otherwise strict

application of Eleventh Amendment immunity, to

ensure state compliance with federal law. "Ex

parte Young was the culmination of efforts by

[the Supreme Court] to harmonize the principles

of the Eleventh Amendment with the effective

supremacy of rights and powers secured elsewhere

in the Constitution." Perez v. Ledesma, 401 U.S.

82, 106 (1971) (Brennan, J., concurring in part

and dissenting in part). With respect to suits

challenging threatened state-law actions by

private parties, however, even though the

procedural posture may resemble that of an Ex

parte Young suit challenging threatened state

regulation, federal courts have continued to

apply the well-pleaded complaint rule and other

traditional jurisdictional principles outlined

above. See, e.g., Ceres, 53 F.3d at 185; see also

Colonial Penn Group, Inc. v. Colonial Deposit

Co., 834 F.2d 229, 237 (1st Cir. 1987); Armstrong

v. Armstrong, 696 F.2d 1237 (9th Cir. 1983).

Accordingly, the district court correctly

dismissed Metra’s suit for lack of subject matter

jurisdiction.

Conclusion

 For the reasons stated herein, we AFFIRM the

decision of the district court.

/1 This lawsuit was based on an Illinois appellate

court decision, Callis, Papa, Jensen, Jackstadt

& Halloran, P.C. v. Norfolk Southern Corp., 292

Ill.App.3d 1003 (1997), which suggested that a

law firm in Hoey’s position might have a tortious

interference claim against the railroad.