Illinois Official Reports

Appellate Court

Burgoyne, LLC v. Chicago Terminal R.R. Co., 2020 IL App (1st) 190098

Appellate Court 

Caption

BURGOYNE, LLC, an Illinois Limited Liability Company, PlaintiffAppellant, v. CHICAGO TERMINAL RAILROAD COMPANY, an 

Illinois Corporation, and IOWA PACIFIC HOLDINGS, LLC, an 

Illinois Limited Liability Company, Defendants-Appellees (The City 

of Chicago, a Municipal Corporation, Intervenor-Appellee).

District & No. First District, Fourth Division 

No. 1-19-0098

Filed June 25, 2020

Decision Under 

Review

Appeal from the Circuit Court of Cook County, No. 17-CH-6199; the 

Hon. Pamela McLean Meyerson, Judge, presiding.

Judgment Affirmed.

Counsel on

Appeal

George S. Bellas and Misty J. Cygan, of Bellas & Wachowski, of Park 

Ridge, for appellant.

Mark A. Flessner, Corporation Counsel, of Chicago (Benna Ruth 

Solomon, Myriam Zreczny Kasper, and Elizabeth Mary Tisher, 

Assistant Corporation Counsel, of counsel), for intervenor-appellee.

No brief filed for other appellees.
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Panel JUSTICE LAMPKIN delivered the judgment of the court, with 

opinion.

Presiding Justice Gordon and Justice Reyes concurred in the judgment 

and opinion.

OPINION

¶ 1 This appeal arises from a dispute between a rail carrier and the owner of land over which 

the rail carrier held an easement to operate its rail line. Contending that the easement terminated 

due to nonuse, the landowner, Burgoyne, LLC (Burgoyne), sued the rail carrier, Chicago 

Terminal Railroad Company, and its parent company, Iowa Pacific Holdings, LLC (which we 

will collectively call CTR), to enforce its reversionary interest in the property. While the case 

was pending, CTR received permission from the federal agency that oversees rail 

transportation to transfer its right-of-way to the City of Chicago (City) for use as a recreational 

trail. The City then intervened and both it and CTR filed motions to dismiss Burgoyne’s suit 

as preempted under federal law. The circuit court granted the motions, and Burgoyne now 

appeals. For the reasons that follow, we affirm.1

¶ 2 I. BACKGROUND

¶ 3 A. Statutory Background

¶ 4 This case concerns the preemptive effect of two federal statutes: the ICC Termination Act 

of 1995 (ICCTA) (codified at 49 U.S.C. § 10101 et seq.) and the National Trails System Act 

(Trails Act) (codified at 16 U.S.C. § 1241 et seq.). The ICCTA vests the United States Surface 

Transportation Board (STB or Board) with exclusive jurisdiction over “transportation by rail 

carriers” and the “abandonment” of rail lines. 49 U.S.C. § 10501(b) (2018). “[T]he remedies 

provided under [the ICCTA] with respect to regulation of rail transportation are exclusive and 

preempt the remedies provided under Federal or State law.” Id.

¶ 5 Under the ICCTA, a rail carrier may abandon a rail line “only if the Board finds that the 

present or future public convenience and necessity require or permit the abandonment.” 49 

U.S.C. § 10903(d) (2018). An application for authorization to abandon a line may be filed by 

either the rail carrier or an interested third party, such as an adjacent landowner with a claim 

to a reversionary interest in the railroad’s right-of-way. Thompson v. Texas Mexican Ry. Co., 

328 U.S. 134, 145 (1946); City of South Bend v. Surface Transportation Board, 566 F.3d 1166, 

1168 (D.C. Cir. 2009); see Preseault v. Interstate Commerce Comm’n, 494 U.S. 1, 8 (1990) 

(explaining that “many railroads do not own their rights-of-way outright but rather hold them

under easements or similar property interests” that “revert[ ] to the abutting landowner upon 

abandonment of rail operations”). An application filed by a third party is called an application 

for adverse abandonment. Howard v. Surface Transportation Board, 389 F.3d 259, 261 (1st 

Cir. 2004). If the Board determines that the public convenience and necessity support 

abandonment, it may either “approve the application as filed” or “approve the application with 

modifications and require compliance with conditions that [it] finds are required by public 

1

In adherence with the requirements of Illinois Supreme Court Rule 352(a) (eff. July 1, 2018), this 

appeal has been resolved without oral argument upon the entry of a separate written order.
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convenience and necessity.” 49 U.S.C. § 10903(e)(1). The Board maintains jurisdiction over a 

rail line, and the line remains part of the national rail network, until the Board issues an 

unconditioned certificate of abandonment (Hayfield Northern R.R. Co. v. Chicago & North 

Western Transportation Co., 467 U.S. 622, 633 (1984)) and the rail carrier notifies the Board 

that it has consummated the abandonment (49 C.F.R. § 1152.29(e)(2) (2019)).

¶ 6 The second federal statute at issue, the Trails Act, was enacted to create a national system 

of recreational trails. See 16 U.S.C. § 1241 (2018). Congress amended the Trails Act in 1983 

(see Pub. L. 98-11, § 208, 97 Stat. 42, 48 (1983)) to allow for unused railroad rights-of-way to

be converted to recreational trails on an interim basis as an alternative to abandonment. See 16 

U.S.C. § 1247(d) (2018). The purpose of the amendment was to promote the development of 

recreational trails while preserving established rail corridors for possible future reactivation of 

rail service. Preseault, 494 U.S. at 17-18. To that end, when an abandonment application is 

filed, a state, local government, or private organization acting as a “trail sponsor” may submit 

a request to use the right-of-way for interim trail use. 49 C.F.R. § 1152.29(a). The trail sponsor 

must be willing to assume responsibility for the right-of-way and acknowledge that its interim 

trail use will be subject to possible future reactivation of the right-of-way for rail service. 49 

C.F.R. § 1152.29(a)(2), (3). If the rail carrier is willing to negotiate a trail use agreement, and 

the conditions for abandonment are otherwise satisfied, the STB will issue a certificate of 

interim trail use or abandonment (CITU), allowing the parties to negotiate an interim trail use 

agreement. 49 C.F.R. § 1152.29(b)(1)(ii). If the parties are unable to reach an agreement on 

interim trail use, the rail carrier will then be authorized to abandon the line. See Preseault, 494 

U.S. at 7 & n.5.

¶ 7 If the rail carrier and trail sponsor do come to an agreement, the rail carrier may transfer 

the right-of-way to the trail sponsor for interim trail use, “subject to restoration or 

reconstruction for railroad purposes.” 16 U.S.C. § 1247(d); see Preseault, 494 U.S. at 7. As 

noted above, railroads often hold their rights-of-way under easements that are limited to use 

for railroad purposes. Preseault, 494 U.S. at 8. The terms of these easements (and state property 

law) frequently “provide that the property reverts to the abutting landowner upon abandonment 

of rail operations.” Id. If rails-to-trails conversions were to trigger such reversionary interests, 

however, it would largely impede the Trails Act’s dual goals of creating recreational trails and 

preserving established rail corridors for future reactivation of rail service. To address these 

problems, the Trails Act (as amended) provides that interim trail use “shall not be treated, for 

purposes of any law or rule of law, as an abandonment of the use of such rights-of-way for 

railroad purposes.” 16 U.S.C. § 1247(d). In other words, when a right-of-way held under a 

limited-use easement is transferred for interim trail use, the Trails Act “prevent[s] property 

interests [in the right-of-way] from reverting under state law.” Preseault, 494 U.S. at 8. In such 

cases, the Trails Act effects a taking of the abutting landowner’s reversionary interest, for 

which it may seek just compensation in the United States Court of Federal Claims. Id. at 11-

12.

¶ 8 B. Factual and Procedural History

¶ 9 Burgoyne owns a parcel of land near the site of the planned Lincoln Yards development in 

Chicago. The property is bounded by North Avenue to the south, Kingsbury Street to the 

northeast, and the North Branch of the Chicago River to the west. A single, mainline railroad 

track extends across a portion of the property. The track is part of a larger rail line spanning 
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approximately 2.875 miles, which originates northwest of the property, at Union Pacific’s 

North Avenue Yard, and proceeds east and south to a terminus at the southern end of Goose 

Island, south of the property.

¶ 10 Burgoyne purchased the property in 2000 from CMC Real Estate Corporation (CMC). In 

1987, CMC granted an easement across the property for railroad purposes to Soo Line Railroad 

Company (Soo Line). The corrective deed conveying the easement provided that the easement 

would terminate automatically if it was not used in the active operation of a railroad for 12 

consecutive months. The deed further provided that, upon termination of the easement, Soo 

Line would remove the tracks and other railroad equipment from the property and execute 

documentation to evidence the easement’s termination. The deed was issued under the 

supervision of the federal bankruptcy court overseeing the railroad reorganization proceedings 

for CMC’s predecessor-in-interest, the Chicago, Milwaukee, St. Paul and Pacific Railroad 

Company. In 2006, CTR acquired Soo Line’s interest in the rail line at issue, including the 

easement across Burgoyne’s property.

¶ 11 In August 2016, Burgoyne notified CTR that the easement had terminated because it had 

not been used in active railroad operations for 12 consecutive months. Burgoyne instructed 

CTR to remove the tracks and other railroad equipment from the property and reserved its right 

to request that CTR execute documentation evidencing the termination. CTR disputed that the 

easement had terminated and refused to remove its tracks and other equipment from the 

property. Burgoyne responded by erecting a fence around the property and across the tracks.

¶ 12 On two occasions in April 2017, CTR entered Burgoyne’s property and cut down the fence. 

Each time, Burgoyne reinstalled the fence. After the second such incident, Burgoyne 

commenced the present action in the circuit court, alleging that the easement across its property 

had terminated under the terms of the corrective deed. Burgoyne’s complaint sought to enjoin 

CTR from further damaging or removing its fencing. It also sought an order directing CTR to 

remove the railroad tracks from the property and seek and obtain any authorization required to 

effectuate the easement’s termination. In addition, Burgoyne requested monetary damages for 

CTR’s alleged breach of the corrective deed and for CTR’s destruction of its fencing.

¶ 13 CTR moved to dismiss the complaint under section 2-619 of the Code of Civil Procedure 

(735 ILCS 5/2-619 (West 2016)), asserting that Burgoyne’s claims were preempted by the 

ICCTA. CTR argued that, because the STB has exclusive jurisdiction over the abandonment 

of rail lines, the circuit court lacked jurisdiction to grant Burgoyne’s requested relief, which 

would effectively cause an unauthorized abandonment of CTR’s rail line. In response, 

Burgoyne acknowledged that the STB had exclusive jurisdiction over the abandonment of rail 

lines, but it insisted that its claims did not implicate any issue of abandonment. Rather, 

Burgoyne argued, its claims rested on state property and contract law, the enforcement of 

which did not constitute regulation within the STB’s exclusive jurisdiction.

¶ 14 In June 2017, while the motion to dismiss was pending, Alloy Property Company (Alloy), 

which owns land to the north of Burgoyne’s property that is also traversed by CTR’s rail line, 

filed a petition with the STB indicating its intent to file an application for adverse abandonment 

of the rail line and requesting a waiver of certain regulations. In September 2017, after the STB 

granted its waiver request, Alloy filed a notice of intent to file an adverse abandonment 

application, which it formally filed in October 2017. Over Burgoyne’s objection, the circuit 

court stayed the present action until the STB issued a decision on Alloy’s adverse abandonment 
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application. We affirmed the stay order on appeal. Burgoyne, L.L.C. v. Chicago Terminal R.R. 

Co., 2018 IL App (1st) 172500-U.

¶ 15 In January 2018, CTR notified the STB that it would not oppose Alloy’s application and 

agreed that the public convenience and necessity supported abandonment of its line. The City 

then filed a request for interim trail use, stating that it was willing to assume responsibility for 

the right-of-way and acknowledging that any trail use would be subject to possible future 

reconstruction and reactivation of the right-of-way for rail service. CTR indicated that it was 

willing to negotiate an interim trail use agreement with the City. Burgoyne then submitted a 

letter discussing the pending state-court litigation. Burgoyne asserted that CTR had no 

authority to negotiate an interim trail use agreement for the portion of the rail line that crossed 

its property because CTR’s easement over the property had terminated. Burgoyne thus asked 

that the STB not to include its property in any CITU.

¶ 16 In April 2018, the STB granted Alloy’s application and issued a CITU allowing the City 

and CTR to negotiate an interim trail use agreement. The order stated that if the City and CTR 

reached an agreement, interim trail use would be permitted, subject to possible future 

reconstruction and reactivation of the right-of-way for rail service. If the parties were unable 

to reach an agreement, CTR would be authorized to abandon the line. The Board denied 

Burgoyne’s request to exclude its property from the CITU, explaining that it had no discretion 

to deny a request for interim trail use that satisfied the requirements of the Trails Act and the 

Board’s rules, but it noted that issuance of the CITU was “not intended to address the merits 

of any pending litigation.”

¶ 17 After the STB issued its decision, the circuit court lifted the stay in the present action and 

granted the City’s motion to intervene to protect its interest in the rail corridor. CTR and the 

City then filed separate motions to dismiss, each arguing that Burgoyne’s claims were 

preempted by the ICCTA and the Trails Act. In December 2018, the circuit court granted the 

motions to dismiss. The court explained that, because the STB had authorized interim trail use, 

the Trails Act “precludes [Burgoyne] from arguing that the easement terminated under State 

contract law” and preempts Burgoyne’s claims. The court noted that its decision was without 

prejudice to any takings claim Burgoyne may bring in the federal court of claims. Burgoyne 

then filed a timely notice of appeal.2

¶ 18 II. ANALYSIS

¶ 19 Federal preemption arises from the supremacy clause of the United States Constitution, 

which provides that federal law “shall be the supreme Law of the Land.” U.S. Const., art. VI,

cl. 2. Under the supremacy clause, a state law that contradicts or interferes with federal law is 

preempted. Wisconsin Public Intervenor v. Mortier, 501 U.S. 597, 604 (1991). Federal law 

may preempt state law either expressly or by implication. Altria Group, Inc. v. Good, 555 U.S. 

2

While briefing was underway, the City filed a notice with the STB to acquire CTR’s right to 

reactive rail service on the line that is subject to the CITU. See City of Chicago—Acquisition 

Exemption—Chicago Terminal Railroad, 84 Fed. Reg. 37,944 (Aug. 2, 2019). CTR later assigned to 

the City its right to resume rail service and its interest in the easement across Burgoyne’s property. See 

Cook County Recorder of Deeds, Online Recordings Search, https://www.ccrecorder.org/recordings/

recording/show/130376223 (last visited June 11, 2020) [https://perma.cc/WE6X-WNFH]. The City 

then notified the STB that it had reached an agreement for interim trail use with CTR.
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70, 76 (2008). In either case, “[t]he key inquiry *** is to determine the intent of Congress.” 

Carter v. SSC Odin Operating Co., 237 Ill. 2d 30, 40 (2010). Because federal preemption 

presents a question of law, we review the issue de novo. People v. Williams, 235 Ill. 2d 178, 

186 (2009). We likewise review de novo a circuit court’s order dismissing an action under 

section 2-619. First Midwest Bank v. Cobo, 2018 IL 123038, ¶ 16.

¶ 20 Congress enacted the ICCTA to abolish the Interstate Commerce Commission (ICC) and 

transfer its regulatory authority over the rail transportation system to the STB. Wedemeyer v. 

CSX Transportation, Inc., 850 F.3d 889, 894 (7th Cir. 2017). The ICCTA provides that:

“The jurisdiction of the Board over—

(1) transportation by rail carriers, and the remedies provided in this part with 

respect to rates, classifications, rules (including car service, interchange, and other 

operating rules), practices, routes, services, and facilities of such carriers; and

(2) the construction, acquisition, operation, abandonment, or discontinuance of 

spur, industrial, team, switching, or side tracks, or facilities, even if the tracks are 

located, or intended to be located, entirely in one State,

is exclusive. Except as otherwise provided in this part, the remedies provided under 

this part with respect to regulation of rail transportation are exclusive and preempt the 

remedies provided under Federal or State law.” 49 U.S.C. § 10501(b).

The ICCTA’s predecessor statute, the Interstate Commerce Act, was “among the most 

pervasive and comprehensive of federal regulatory schemes.” Chicago & North Western 

Transportation Co. v. Kalo Brick & Tile Co., 450 U.S. 311, 318 (1981). The same is true of

the ICCTA. Indeed, “Congress’s intent in the [ICCTA] to preempt state and local regulation 

of railroad transportation has been recognized as broad and sweeping.” Union Pacific R.R. Co. 

v. Chicago Transit Authority, 647 F.3d 675, 678 (7th Cir. 2011).

¶ 21 As relevant here, the ICCTA endows the STB with exclusive authority to regulate the 

abandonment of rail lines. See Chicago & North Western Transportation Co., 450 U.S. at 320 

(describing the ICC’s authority to regulate abandonments under the Interstate Commerce Act 

as “exclusive” and “plenary”). Under the ICCTA, a rail carrier may not “abandon any part of 

its railroad lines” unless “the Board finds that the present or future public convenience and 

necessity require or permit the abandonment.” 49 U.S.C. § 10903(d). Unless the Board issues 

an unconditioned certificate of abandonment for a rail line, the Board retains jurisdiction over 

the line and the line remains part of the national rail network. See Hayfield Northern R.R. Co., 

467 U.S. at 633.

¶ 22 State and local actions may be preempted by the ICCTA either categorically or on an asapplied basis. Union Pacific R.R. Co., 647 F.3d at 679; CSX Transportation, Inc., STB Finance 

Docket No. 34662, 2005 WL 1024490, at *2-3 (May 3, 2005). As noted, the ICCTA’s express 

preemption clause states that “the remedies provided under [the ICCTA] with respect to 

regulation of rail transportation are exclusive and preempt the remedies provided under ***

State law.” 49 U.S.C. § 10501(b). By focusing on “regulation,” the ICCTA expressly preempts 

only those state laws that “have the effect of manag[ing] or govern[ing] rail transportation,” 

while allowing “application of laws having a more remote or incidental effect on rail 

transportation.” (Internal quotation marks omitted.) Franks Investment Co. v. Union Pacific 

R.R. Co., 593 F.3d 404, 410 (5th Cir. 2010). Thus, “actions by a state or local body [that] would 

directly conflict with exclusive federal regulation of railroads” are categorically preempted. 
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CSX Transportation, 2005 WL 1024490, at *3. Such actions include “any form of state or local 

permitting or preclearance that *** could be used to deny a railroad the ability to conduct some 

part of its operations or to proceed with activities that the Board has authorized” and “state or 

local regulation of matters directly regulated by the Board[,] such as the construction, 

operation, and abandonment of rail lines.” Id. at *2.

¶ 23 In addition to those actions that are expressly and categorically preempted, the ICCTA also 

impliedly preempts, on an as-applied basis, any state or local action that “would have the effect 

of preventing or unreasonably interfering with railroad transportation.” Id. at *3; see Union 

Pacific R.R. Co., 647 F.3d at 679. To determine whether an action would prevent or 

unreasonably interfere with rail transportation, courts must conduct “a factual assessment of 

the effect of providing the claimed remedy.” PCS Phosphate Co. v. Norfolk Southern Corp., 

559 F.3d 212, 221 (4th Cir. 2009).

¶ 24 Under these principles, we conclude that Burgoyne’s claims are not categorically 

preempted by the ICCTA, but that they are preempted as applied. With respect to categorical 

preemption, we note that Burgoyne’s claims rest on general principles of state property and 

contract law that cannot be said to “have the effect of manag[ing] or govern[ing] rail 

transportation.” (Internal quotation marks omitted.) Franks Investment Co., 593 F.3d at 410. 

Moreover, Burgoyne’s claims arise from a “[v]oluntary agreement[ ] between private parties.”

PCS Phosphate Co., 559 F.3d at 218. Because such agreements “are not presumptively 

regulatory acts,” they do not “constitute the sort of ‘regulation’ expressly preempted by the 

statute.” Id.

¶ 25 Although not categorically preempted, Burgoyne’s claims are preempted as applied due to 

the effect that the claimed remedies would have on rail transportation. Burgoyne’s complaint 

seeks to force CTR to remove its tracks from the right-of-way and prohibit it from removing a 

fence that blocks access to its rail line. That relief would make it impossible for CTR to conduct 

rail service on the line and would effectively result in the line’s unauthorized abandonment. It 

is difficult to see how such relief would not prevent or unreasonably interfere with rail 

transportation. The same is true of Burgoyne’s request for monetary relief, which rests on its 

contention that CTR has lost the right to access the tracks that cross its property. To prevent 

CTR from continuing to access and operate its rail line “through an award of damages” would 

prevent and unreasonably interfere with rail transportation “as effectively” as an award of 

“preventive relief.” (Internal quotation marks omitted.) Cipollone v. Liggett Group, Inc., 505 

U.S. 504, 521 (1992) (opinion of Stevens, J., joined by Rehnquist, C.J., and White and 

O’Connor, JJ.).

¶ 26 Burgoyne’s complaint also asked the circuit court to order CTR to “seek[ ] and obtain[ ]” 

authorization to abandon the line. Even assuming that the circuit court could have ordered CTR 

to seek abandonment authority (a point on which we express no opinion), it certainly could not 

require the STB to grant such authority. Nor could the circuit court have prevented CTR from 

negotiating an interim trail use agreement as an alternative to abandonment. Such relief would 

unreasonably interfere with the STB’s exclusive jurisdiction to impose conditions on a rail 

carrier’s abandonment of a rail line (49 U.S.C. § 10903(e)(1)(B)) and conflict with “the 

national policy to preserve established railroad rights-of-way for future reactivation of rail 

service” (16 U.S.C. § 1247(d)). Indeed, once the STB declined to authorize abandonment and 

instead issued a CITU, granting Burgoyne’s requested relief would have required the circuit 

court to effectively invalidate the CITU. But Congress has given the federal courts of appeals 
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exclusive jurisdiction over challenges to the Board’s decisions. See Grantwood Village v. 

Missouri Pacific R.R. Co., 95 F.3d 654, 658 (8th Cir. 1996) (citing 28 U.S.C. § 2342(5) 

(1994)). Burgoyne could have challenged the CITU in the proper federal appeals court, but it 

cannot do so in the state circuit court.

¶ 27 In its attempt to resist this conclusion, Burgoyne insists that it seeks only to enforce its state 

law property and contract rights and that its complaint raises no issue of abandonment under 

the ICCTA. But a party may not avoid the STB’s exclusive jurisdiction to regulate 

abandonments “by mere artful pleading.” Chicago & North Western Transportation Co., 450 

U.S. at 324. “ICCTA preemption does not depend upon the source of a state law claim” but on 

the effect “the requested remedy” would have on rail transportation. City of Ozark v. Union 

Pacific R.R. Co., 843 F.3d 1167, 1172 (8th Cir. 2016). As explained above, granting 

Burgoyne’s requested relief would prevent and unreasonably interfere with rail transportation 

and conflict with the STB’s exclusive jurisdiction over the abandonment of rail lines. For that 

reason, Burgoyne’s claims are preempted by the ICCTA.

¶ 28 Burgoyne argues that enforcement of a voluntary agreement cannot be preempted by the 

ICCTA because such agreements do not constitute state regulation. But while the ICCTA’s 

express preemption provision is limited to state or local action regulating rail transportation, 

an implied preemption analysis under the statute is not similarly cabined. The Fourth Circuit’s 

decision in PCS Phosphate Co., on which Burgoyne places great emphasis, demonstrates this 

point. There, the court held (as noted above) that voluntary agreements between private parties 

“are not presumptively regulatory acts” and thus do not “constitute the sort of ‘regulation’ 

expressly preempted by the statute.” PCS Phosphate Co., 559 F.3d at 218. Nevertheless, the 

court proceeded to consider whether enforcement of the agreement at issue was impliedly 

preempted under the particular facts of the case. Id. at 220. The court ultimately concluded that 

the agreement did not unreasonably interfere with rail transportation, but it did not rule out the 

possibility that enforcement of voluntary agreements could be impliedly preempted under 

different circumstances. Id. at 221-22 (“This is not to say that a voluntary agreement could 

never constitute an ‘unreasonable interference’ with rail transportation ***.”).

¶ 29 Burgoyne also relies on the Seventh Circuit’s dictum that “there is no issue of federal 

preemption” where “a state or local government secures the use of property in a way that affects 

railroad transportation by contract or other agreement.” Union Pacific R.R. Co., 647 F.3d at 

682. According to Burgoyne, that statement supports its position that the enforcement of a 

private contractual agreement is never preempted by the ICCTA. But we find that position 

impossible to square with Thompson, 328 U.S. at 146-49, which held that a private contract 

could not be used to bypass the ICC’s exclusive jurisdiction to regulate abandonment of rail 

lines. There, one railroad company (Brownsville) contracted to operate its trains over the tracks 

of another railroad company (Tex-Mex). Id. at 136. Tex-Mex later attempted to cancel the 

agreement under the terms of the contract, but Brownsville continued to use the tracks and 

refused to pay any additional fees. Id. at 137. In reversing a lower court’s award of damages, 

the Supreme Court held that, even “[t]hough the contract [had been] terminated pursuant to its 

terms, a certificate [of abandonment from the ICC] would still be required” before Brownsville 

could be forced to stop using the tracks. Id. at 145. “Until abandonment is authorized,” the 

Court explained, “operations must continue.” Id. at 147. The same principle governs here. Even 

if CTR’s easement over Burgoyne’s property has terminated under the terms of the corrective 
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deed, CTR may not be forced off the right-of-way and prevented from operating its rail line 

until the STB has authorized the line’s abandonment.

¶ 30 Burgoyne notes that Thompson involved a dispute between two rail carriers, while this case 

pits a rail carrier against a private property owner. That distinction is immaterial. Thompson 

rests on the principle that “rail lines cannot be removed from the national rail system without 

authorization from the [STB] even if their underlying leases have expired.” Pinelawn 

Cemetery, STB Finance Docket No. 35468, 2015 WL 1813674, at *7 (Apr. 21, 2015). As the 

STB explained in Pinelawn Cemetery, the same principle that limits “the authority of a public 

body to regulate a rail carrier under state and local law” applies to “the rights of a private party 

to remove a rail carrier under contract law.” Id. at *9. “Just as state regulatory laws must yield 

to federal law under [the ICCTA],” the Board explained, “the expiration of a contract between 

a railroad and a landowner does not, by itself, amount to an abandonment” and cannot be used 

“to evict the [railroad] from the property.” Id. Likewise, the termination of a rail carrier’s 

easement under state contract or property law cannot be used to oust the carrier from its rightof-way unless and until the STB has authorized an abandonment of the affected rail line.

¶ 31 Burgoyne next asserts that enforcement of a rail carrier’s voluntary agreement can never 

be deemed to unreasonably interfere with rail transportation. But the cases Burgoyne cites do 

not support that blanket proposition. While a rail carrier’s voluntary agreements should 

generally “be seen as reflecting the carrier’s own determination and admission that the 

agreements would not unreasonably interfere with interstate commerce,” that presumption 

does not mean “that a voluntary agreement could never constitute an ‘unreasonable 

interference’ with rail transportation.” (Internal quotation marks omitted.) PCS Phosphate Co., 

559 F.3d at 221. Thus, when deciding whether the enforcement of a voluntary agreement would 

unreasonably interfere with rail transportation, a court must consider the details of the 

agreement at issue and conduct “a factual assessment of the effect of providing the claimed 

remedy.” Id.

¶ 32 In PCS Phosphate Co., the court considered a dispute between a rail carrier and a mine 

operator over a covenant in the deed conveying an easement to the rail carrier that required the 

carrier to relocate its rail line to another portion of the mine operator’s property if the mine 

operator deemed the relocation necessary for mine operations. Id. at 215. In rejecting the rail

carrier’s contention that enforcing the covenant would unreasonably interfere with rail 

transportation, the court explained that the carrier’s agreement to the covenant’s terms 

“reflect[ed] a market calculation that the benefits of operating the rail line for many years 

would be worth the cost of paying to relocate the line in the future.” Id. at 221. In light of that 

cost-benefit analysis, the court concluded that any interference with rail transportation caused 

by the relocation could not be deemed unreasonable. Id. For that reason, enforcement of the 

agreement was not impliedly preempted by the ICCTA. Id. at 222.

¶ 33 The Board reached a similar result in Township of Woodbridge, 5 S.T.B. 336, 2000 WL 

1771044 (Nov. 28, 2000). At issue there was an agreement between a rail carrier and a local 

government in which the carrier agreed “to curtail the idling of locomotives and the switching 

of rail cars” during overnight hours to address noise complaints from local residents. Id. at *1. 

When the local government sought to enforce the agreement, the rail carrier argued that the 

action was preempted by the ICCTA. Id. at *2. In rejecting that contention, the Board explained 

that the carrier’s “voluntary agreements must be seen as reflecting the carrier’s own 

determination and admission that the agreements would not unreasonably interfere with 
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interstate commerce.” Id. at *3. Because the carrier “ha[d] not shown that enforcement of its 

commitments would unreasonably interfere with the railroad’s operations,” the local 

government’s action was not preempted by the ICCTA. Id.

¶ 34 The agreement that Burgoyne seeks to enforce here is fundamentally distinguishable from 

the agreements in PCS Phosphate Co. and Township of Woodbridge. While a rail carrier may 

voluntarily commit to relocate a line or reduce noise produced by its operations without 

necessarily causing an unreasonable interference with rail transportation, it “cannot voluntarily 

contract away [the STB’s] jurisdiction over the abandonment of [its] [l]ine.” Salt Lake City 

Corp., STB Docket No. AB-33 (Sub-No. 183), 2002 WL 368014, at *5 (Mar. 8, 2002). As 

discussed above, granting Burgoyne’s requested relief would prevent CTR from conducting 

service over its rail line and would result in an unauthorized abandonment of the line. Thus, 

even though Burgoyne’s claims arise from a voluntary agreement, we conclude that its claims 

are preempted by the ICCTA because its requested relief would unreasonably interfere with 

rail transportation.3

¶ 35 We are similarly unpersuaded by Burgoyne’s reliance on decisions concerning a state 

court’s authority to adjudicate property claims with respect to “the size and extent of a railroad 

easement.” Allegheny Valley R.R. Co., STB Finance Docket No. 35388, 2011 WL 1546589, at 

*3 (Apr. 25, 2011). The dispute here concerns the existence of an easement rather than its size 

and extent, and that distinction is critical. In Allegheny Valley, the parties’ “primary dispute

*** involve[d] the size, location, and nature of property rights for the [rail carrier’s] right-ofway,” issues that “involve[d] the application of state property law and properly [were] before 

the state court.” Id. at *4. The Board stressed, however, that the parties agreed “that a railroad 

right-of-way exist[ed]” and that the rail carrier “[had] the right to conduct rail operations within 

the *** right-of-way.” Id. Here, in contrast, Burgoyne disputes the continued existence of 

CTR’s easement and seeks an order that would prevent CTR from conducting rail operations 

over the right-of-way. Unlike the types of property claims that may proceed in state court, 

Burgoyne’s claims, if successful, would prevent or unreasonably interfere with rail 

transportation and are thus preempted by the ICCTA. See Jie Ao & Xin Zhou, STB Finance 

Docket No. 35539, 2012 WL 2047726, at *6 (June 6, 2012) (finding state-law adverse 

possession claim preempted because it sought “to claim title to a strip of rail-banked [right-ofway] that is within the national rail network system and has not been abandoned”). 

¶ 36 We also conclude that Burgoyne’s claims are preempted by the Trails Act. After Alloy 

filed a petition for the adverse abandonment of CTR’s rail line, the City submitted a request 

for interim trail use as an alternative to abandonment. Under the Trails Act and the STB’s rules, 

the Board issued a CITU that allowed the City and CTR to negotiate an agreement for interim

trail use. See 16 U.S.C. § 1247(d); 49 C.F.R. § 1152.29. If the parties had failed to reach an 

agreement, CTR would have been authorized to abandon the line (Preseault, 494 U.S. at 7) 

and Burgoyne would have been able to enforce the terms of the corrective deed terminating 

3

Burgoyne contends that a different result is warranted here because the corrective deed was issued 

in the course of railroad reorganization proceedings overseen by a federal bankruptcy court. Burgoyne 

asserts that the ICC was a party to the bankruptcy proceeding and was “fully aware” of the terms of the 

corrective deed. Even if true, we see nothing in the terms of the deed or the circumstances surrounding 

its execution that suggest that either the bankruptcy court or the ICC preemptively authorized a future 

abandonment of the rail line.
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CTR’s easement due to its nonuse for railroad purposes. Because the parties were able to reach 

an agreement, however, the CITU blocked the line from being abandoned and authorized CTR 

to transfer the right-of-way to the City for interim trail use, “subject to restoration or 

reconstruction for railroad purposes.” 16 U.S.C. § 1247(d). The Trails Act provides that “such 

interim use shall not be treated, for purposes of any law or rule of law, as an abandonment of 

the use of such rights-of-way for railroad purposes.” Id. The Trails Act thus “prevent[s] 

[Burgoyne’s] property interests [in the right-of-way] from reverting under state law” 

(Preseault, 494 U.S. at 8) and preempts its claims seeking to enforce the easement’s 

termination.

¶ 37 Burgoyne attempts to avoid the preemptive effect of the Trails Act on several grounds, but 

none are availing. First, Burgoyne relies on Marvin M. Brandt Revocable Trust v. United 

States, 572 U.S. 93 (2014), but that case simply applied “basic common law principles” to a 

dispute over reversionary interests in a railroad easement that terminated due to nonuse. Id. at 

106.4 The decision did not consider any issue under the Trails Act, nor does anything in the 

opinion suggest that the easement had been transferred for interim trail use. The decision thus 

has no bearing on the preemption question we address here.

¶ 38 Next, Burgoyne argues that the Trails Act does not prevent enforcement of its reversionary 

interest because that interest arises from the terms of a corrective deed rather than state property 

law. But the Trails Act states that interim trail use “shall not be treated, for purposes of any 

law or rule of law, as an abandonment of the use of such rights-of-way for railroad purposes.” 

(Emphasis added.) 16 U.S.C. § 1247(d). That language is broad enough to encompass any 

reversionary interest triggered by nonuse of an easement for railroad purposes, whether the 

interest arises from property law or a contractual arrangement. In Preseault, the Court held that 

the Trails Act “prevent[s] property interests from reverting under state law.” 494 U.S. at 8. We 

see no reason to think that the Court meant to distinguish between different sources of state 

law. Whether Burgoyne’s reversionary interest arises under state property law or state contract 

law does not affect the preemption analysis.

¶ 39 Burgoyne also contends that the Trails Act cannot prevent enforcement of its reversionary 

interest in the right-of-way because CTR’s easement terminated before the STB authorized 

interim trail use. But the same was true in Preseault, where the rail carrier ceased operations 

and removed its tracks from the right-of-way well in advance of any request for interim trail 

use. Preseault, 494 U.S. at 9; see Trustees of the Diocese of Vermont v. State, 496 A.2d 151, 

152 (Vt. 1985) (prior state court decision in the case). Indeed, one of the issues in the 

landowners’ subsequent suit seeking compensation for an alleged taking was whether the 

“easements [had] terminated prior to the alleged taking so that the property owners at that time 

held fee simples unencumbered by the easements.” Preseault v. United States, 100 F.3d 1525, 

1533 (Fed. Cir. 1996). The resolution of that question was relevant in determining whether any 

4

The Court also explained that “it does not make sense under common law property principles to 

speak of the grantor of an easement having retained a ‘reversionary interest.’ ” Marvin M. Brandt 

Revocable Trust, 572 U.S. at 105 n.4. Instead, the grantor of an easement retains its ownership interest 

in the property subject to an easement, and that interest returns to its unencumbered state when the 

easement terminates. See id. at 105. “Under either characterization the result upon termination of the 

easement is the same.” Preseault v. United States, 100 F.3d 1525, 1534 (Fed. Cir. 1996). Because railsto-trails cases generally employ the “reversionary interest” terminology (see, e.g., Preseault, 494 U.S. 

at 8), we do so here as well.
- 12 -

state law property rights were taken from the landowners as a result of the right-of-way’s 

conversion to interim trail use (see id. at 1544-45), but the timing of the conversion did not 

affect the validity of the CITU and was immaterial to the preemption question addressed by 

the Supreme Court.

¶ 40 Finally, Burgoyne directs our attention to Monroe County Comm’n v. A.A. Nettles, Sr. 

Properties Ltd., 288 So. 3d 452 (Ala. 2019). There, under circumstances similar to those 

presented here, the Alabama Supreme Court held that a landowner’s state law action to quiet 

title to a former railroad right-of-way that had been converted to interim trail use was not 

preempted by federal law because the state law principles governing limited-use easements did 

not “attempt[ ] to regulate rail transportation [or] limit the use of rail property to deter interstate 

commerce.” Id. at 457. The court thus approved the state trial court’s application of “state-law 

principles to conclude that the right-of-way had been extinguished by operation of law [when 

it ceased to be used for railroad purposes], causing title to the right-of-way to revert” to the 

abutting landowner. Id. at 459. The court did not explain how the application of state law in 

this context was consistent with the Trails Act’s admonition that interim trail use “shall not be 

treated, for purposes of any law or rule of law, as an abandonment of the use of such rights-ofway for railroad purposes.” 16 U.S.C. § 1247(d). Nor did the court discuss Preseault’s holding 

that the Trails Act “prevent[s] property interests from reverting under state law” when a 

railroad right-of-way is converted to interim trail use. 494 U.S. at 8. We are, of course, not 

bound by the decision of a sister state court. See Blumenthal v. Brewer, 2016 IL 118781, ¶ 82. 

Respectfully, we are unpersuaded by the decision in Nettles and thus decline to follow it. 

Rather, as discussed above, we conclude that enforcement of any reversionary interest 

Burgoyne may hold in the right-of-way under state contract or property law is preempted by 

the Trails Act.

¶ 41 In closing, we note that this result does not leave Burgoyne without a remedy. As the circuit 

court recognized, to the extent that application of the Trails Act effected a taking of its 

reversionary interest in the right-of-way, Burgoyne may seek compensation for the taking in 

the United States Court of Federal Claims under the Tucker Act (28 U.S.C. § 1491(a)(1)). See 

Preseault, 494 U.S. at 11-17. Contrary to Burgoyne’s suggestion, recognizing the Trails Act’s 

preemptive effect will not leave the nature and scope of its property rights unresolved. 

“Although [the Trails Act] may pre-empt the operation and effect of certain state laws 

[governing reversionary interests],” it does “not displace state law as the traditional source of 

the real property interests” that are affected. Preseault, 494 U.S. at 22 (O’Connor, J., 

concurring, joined by Scalia and Kennedy, JJ.). Thus, when considering any takings claim that 

Burgoyne may bring, the federal court of claims will consider “the nature of the state-created 

property interest that [Burgoyne] would have enjoyed absent” application of the Trails Act and 

“the extent that [application of the Trails Act] burdened that interest.” Id. at 24. As in all railsto-trails takings cases, moreover, the court will “analyze the property rights of the parties ***

under the relevant state law.” Rogers v. United States, 814 F.3d 1299, 1305 (Fed. Cir. 2015).

¶ 42 III. CONCLUSION

¶ 43 For the foregoing reasons, we affirm the judgment of the circuit court.

¶ 44 Affirmed.