IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 18-40246

STATE OF TEXAS

 Plaintiff - Appellee

CHIPOTLE MEXICAN GRILL, INCORPORATED; CHIPOTLE SERVICES, 

L.L.C., 

 Petitioners - Appellees

v.

UNITED STATES DEPARTMENT OF LABOR

 Defendant

CARMEN ALVAREZ, and her Counsel, 

 Respondent - Appellant

Appeal from the United States District Court

for the Eastern District of Texas

Before JOLLY, DENNIS, and HIGGINSON, Circuit Judges.

JAMES L. DENNIS, Circuit Judge:

In November 2016, the United States District Court for the Eastern 

District of Texas (the Texas federal court) enjoined the Department of Labor’s 

United States Court of Appeals

Fifth Circuit

FILED

July 2, 2019

Lyle W. Cayce

Clerk

 Case: 18-40246 Document: 00515020033 Page: 1 Date Filed: 07/02/2019
No. 18-40246

2

(DOL) proposed Fair Labor Standards Act (FLSA) Overtime Rule1 and 

specifically enjoined the DOL from implementing and enforcing that proposed 

rule, pending further order of that court. The proposed Overtime Rule raised 

the salary threshold of executive, administrative, or professional employees 

exempted from the FLSA’s requirement that employers provide overtime pay. 

In June 2017, Carmen Alvarez, a restaurant worker in New Jersey, sued her 

former employer, Chipotle Mexican Grill, Inc. and Chipotle Services, L.L.C. 

(Chipotle), in the United States District Court for the District of New Jersey 

(the New Jersey federal court) for unpaid overtime pay, relying on the proposed 

Overtime Rule. In her suit, Alvarez contended that, because Texas federal 

court’s injunction did not stay the effective date of the proposed Overtime Rule, 

the rule and its higher salary level for exempt employees became effective and

Alvarez, whose salary was below that level, was entitled to overtime pay as a 

non-exempt employee.

One week after filing its answer in the New Jersey federal court, 

Chipotle moved in the Texas federal court to hold Alvarez and her attorneys in 

contempt.2 After a hearing, the Texas federal court held Alvarez and her 

counsel in contempt, reasoning that they were bound by the November 2016 

injunction because they had acted in privity with the DOL and therefore their 

lawsuit and allegations against Chipotle in the New Jersey federal court were 

in violation of the injunction. The court also assessed attorneys’ fees against 

them. Alvarez and her attorneys appealed. 

The issue is whether the Texas federal court may hold Carmen Alvarez 

and her lawyers in contempt for filing the FLSA lawsuit against Chipotle in 

 1 The Overtime Rule is also referred to as the Final Rule by the parties, and was 

published in the Federal Register as follows: Defining and Delimiting the Exemptions for 

Executive, Administrative, Professional, Outside Sales and Computer Employees, 81 Fed. 

Reg. 32,391-01, 32,393 (May 23, 2016) (to be codified at 29 C.F.R. pt. 541). 2 Chipotle filed its answer in the New Jersey federal court on July 26, 2017 and its 

motion for contempt in the Texas federal court on August 1, 2017.

 Case: 18-40246 Document: 00515020033 Page: 2 Date Filed: 07/02/2019
No. 18-40246

3

the New Jersey federal court and contending that she was entitled to overtime 

pay according to the proposed Overtime Rule. We conclude that Texas federal 

court did not have the authority under Rule 65(d) of the Federal Rules of Civil 

Procedure to hold Alvarez and her attorneys in contempt, because Alvarez and 

her attorneys did not act in privity with, and she was not adequately 

represented by, the DOL in the injunction case; hence, the Texas federal court 

lacked personal jurisdiction over Alvarez and her attorneys. Accordingly, we 

reverse the judgment of the District Court, including the award of attorneys’

fees against Alvarez and her lawyers, and we render judgment in their favor.

I. BACKGROUND

A. The Nevada v. DOL Injunction 

On November 22, 2016, in Nevada v. United States Dep’t of Labor, 218 

F. Supp. 3d 520, 524–25 (E.D. Tex. 2016), the Texas federal court entered a 

preliminary injunction against the DOL and its agents in favor of Nevada and 

twenty other states,3 enjoining the Overtime Rule and the DOL from enforcing 

or implementing the rule. Specifically, the Overtime Rule proposed to 

substantially expand the class of employees entitled to overtime pay by raising 

the salary threshold by which executive, administrative, and professional 

employees are exempted from the right to overtime pay under the FLSA. 

B. The Alvarez v. Chipotle Action (The New Jersey Action)

In June 2017, six months after the district court’s preliminary injunction 

in Nevada v. DOL, Carmen Alvarez, through her lawyers (together with 

Alvarez, Respondents), filed a lawsuit against Chipotle, her former employer, 

 3 The injunction, in relevant part, read as follows:

[T]he Department’s Final Rule described at 81 Fed. Reg. 32,391 

is hereby enjoined. Specifically, Defendants are enjoined from 

implementing and enforcing the following regulations as 

amended by 81 Fed. Reg. 32,391; 29 C.F.R. §§ 541.100, 541.200, 

541.204, 541.300, 541.400, 541.600, 541.602, 541.604, 541.605, 

and 541.607 pending further order of this Court.

 Case: 18-40246 Document: 00515020033 Page: 3 Date Filed: 07/02/2019
No. 18-40246

4

in New Jersey federal court alleging Chipotle violated the Overtime Rule by 

classifying Alvarez as exempt despite her weekly salary falling below the 

revised higher threshold. Alvarez’s pleadings acknowledged that the DOL had 

been enjoined from enforcing or implementing the Overtime Rule, but 

contended that, because the district court in Nevada v. DOL had not stayed 

the Overtime Rule’s effective date under the Administrative Procedure Act, the 

rule itself had taken effect on December 1, 2016. Chipotle answered that, in 

its view, the Nevada v. DOL order prevented the Overtime Rule from ever 

becoming effective in any way.4 The New Jersey action has been stayed 

pending disposition of this appeal.5 

C. The Present Contempt Proceeding by Chipotle Against 

Alvarez and Her Counsel 

On August 1, 2017, Chipotle filed a motion against Respondents in the 

Texas federal court in the Nevada v. DOL action, asking that court to hold 

them in contempt for violating the injunction issued in that case.6 Other than 

filing an answer in the New Jersey action, Chipotle did not further engage in 

that litigation.7 Chipotle contended in its contempt motion that Alvarez was 

bound by the injunction because the DOL had adequately represented her 

interests in that litigation, making her its privy, and that the court should hold

her and her lawyers in contempt for alleging and invoking the Overtime Rule 

in the New Jersey action. Respondents argued that the Texas federal court

lacked personal jurisdiction over them; that the Nevada v. DOL injunction did 

not bind them under Rule 65(d) of the Federal Rules of Civil Procedure because 

 4 Answer and Affirmative and Other Defenses, Alvarez v. Chipotle Mex. Grill, Inc., et 

al., No. 2:17-cv-4095 (D.N.J. July 26, 2017), ECF No. 5. 

5 Order Granting Stay, No. 2:17-cv-4095 (D.N.J. May 8, 2018), ECF No. 37.

6 At the time of Alvarez’s New Jersey action and Chipotle’s contempt motion, the 

Texas federal court had not yet entered a final judgment in the Nevada v. DOL litigation. It 

did so later in August 2017, declaring the Overtime Rule “invalid.” 

7 See Answer ¶¶ 22-23, Alvarez v. Chipotle, No. 2:17-cv-4095 (D.N.J. July 26, 2017), 

ECF No. 5.

 Case: 18-40246 Document: 00515020033 Page: 4 Date Filed: 07/02/2019
No. 18-40246

5

they were not in privity with the DOL or otherwise subject to the terms of Rule 

65(d); and that the terms of the injunction did not foreclose the filing of private 

FLSA lawsuits. Respondents submitted uncontradicted declarations attesting 

that they had not in any way participated, coordinated, or acted in concert with 

the federal defendants in the Nevada v. DOL case. 

On March 19, 2018, the district court granted Chipotle’s motion and held 

Respondents in contempt. In its opinion, the district court rejected

Respondents’ argument that it lacked personal jurisdiction over them. It 

concluded that Alvarez was bound by the injunction in privity with the DOL 

because the DOL represents the interests of employees like Alvarez; that its 

injunction was “wholly unambiguous” in proscribing the filing of private 

lawsuits alleging or invoking the Overtime Rule; and that, although Chipotle’s 

service of process on Respondents was imperfect, Respondents had not proven 

they were prejudiced thereby. The court ordered that Respondents pay 

Chipotle’s attorneys’ fees for the contempt proceeding.8 Respondents timely 

appealed,9 contending that the Texas federal court’s injunction did not bind 

them in any way. 

II. STANDARD OF REVIEW

We review a district court’s contempt determination for abuse of 

discretion. See Piggly Wiggly Clarksville, Inc. v. Mrs. Baird’s Bakeries, 177 

F.3d 380, 382 (5th Cir. 1999). Thus, “[t]he district court’s underlying findings 

of fact are reviewed for clear error and its underlying conclusions of law 

reviewed de novo.” Am. Airlines, Inc. v. Allied Pilots Ass’n, 228 F.3d 574, 578 

(5th Cir. 2000). The district court’s ultimate finding that privity existed 

 8 The district court refused to limit the contempt finding to senior attorneys with 

decisionmaking authority but imposed it on junior attorneys and local counsel as well.

9 As to nonparties, a contempt order constitutes a final order for purposes of appellate 

jurisdiction. See S. Ry. Co. v. Lanham, 403 F.2d 119, 124 (5th Cir. 1968) (“[A]n adjudication

of civil contempt is final and appealable as to a non-party who would be unable to appeal 

from the final decision on the merits”).

 Case: 18-40246 Document: 00515020033 Page: 5 Date Filed: 07/02/2019
No. 18-40246

6

between Respondents and the DOL is a legal conclusion that we review de 

novo. See Drummond Co. v. Dist. 20, United Mine Workers of Am., 598 F.2d 

381, 385 (5th Cir. 1979) (“While the district court’s findings of facts . . . will be 

reviewed under the clearly erroneous standard, the interpretation of the scope 

of the injunctive orders is a question of law to be determined by the 

independent judgment of this Court.”). Similarly, we review legal conclusions 

surrounding a determination of personal jurisdiction de novo, while reviewing 

underlying factual findings for clear error. See In re Chinese-Manufactured 

Drywall Products Liab. Litig., 753 F.3d 521, 528–29 (5th Cir. 2014). 

III. DISCUSSION

A. The District Court Erred in Concluding that Respondents 

Acted in Privity with the DOL

We consider here the proper reach of an injunction—specifically, the 

extent to which an injunction can bind individuals who are not parties to the 

action in which the injunction is entered. “‘It is a principle of general 

application . . . that one is not bound by a judgment in personam in a litigation 

in which he is not designated as a party or to which he has not been made a 

party by service of process.’” Taylor v. Sturgell, 553 U.S. 880, 884 (2008) 

(quoting Hansberry v. Lee, 311 U.S. 32, 40 (1940)); Zenith Radio Corp. v. 

Hazeltine Research, Inc., 395 U.S. 100, 110 (1969) (“It is elementary that one 

is not bound by a judgment in personam resulting from litigation in which he 

is not designated as a party or to which he has not been made a party by service 

of process.”); see also Freeman v. Lester Coggins Trucking, Inc., 771 F.2d 860, 

865–66 (5th Cir. 1985) (“An underlying principle is that ‘[i]t is a violation of 

due process for a judgment [in a prior suit] to be binding on a litigant who was 

not a party or a privy and therefore has never had an opportunity to be heard.’” 

(quoting Parklane Hosiery Co., Inc. v. Shore, 439 U.S. 322, 327 n.7 (1979))). 

This principle derives from the “‘deep-rooted historic tradition that everyone 

 Case: 18-40246 Document: 00515020033 Page: 6 Date Filed: 07/02/2019
No. 18-40246

7

should have his own day in court.’” Taylor, 553 U.S. at 892–93 (quoting 

Richards v. Jefferson Cty., 517 U.S. 793, 798 (1996)). The central exception to 

this principle limiting the effect of judgments to parties is where nonparties 

have actual notice of an injunction and aid and abet or act in concert with a 

named defendant or as the defendant’s privy in violating the injunction. See

WRIGHT, MILLER & KANE, 11A FED. PRAC. & PROC. CIV. § 2956, at 384–85 (3d 

ed. 2013); see also Richards, 517 U.S. at 798 (“Of course, these principles do 

not always require one to have been a party to a judgment in order to be bound 

by it. Most notably, there is an exception when it can be said that there is 

‘privity’ between a party to the second case and a party who is bound by an 

earlier judgment.”); Nat’l Spiritual Assembly of Baha’is of U.S. Under 

Hereditary Guardianship, Inc. v. Nat’l Spiritual Assembly of Baha’is of U.S., 

Inc., 628 F.3d 837, 847 (7th Cir. 2010).

“Rule 65(d) of the Federal Rules of Civil Procedure, which governs 

injunctions and temporary restraining orders, codifies both the general 

principle and its exceptions.” Nat’l Spiritual Assembly of Baha’is, 628 F.3d at 

847; see Regal Knitwear Co. v. N.L.R.B., 324 U.S. 9, 14 (1945) (noting that Rule 

65(d) “is derived from the commonlaw doctrine that a decree of injunction not 

only binds the parties defendant but also those identified with them in interest, 

in privity with them, represented by them or subject to their control” (internal 

quotation omitted)); 11A FED. PRAC. & PROC. CIV. § 2956, at 382 (“Rule 65(d)(2) 

does not really add or detract from the range of persons that were bound by a 

decree under basic equity practice and due-process principles applied on the 

equity side of the federal courts prior to 1938.”). 

Rule 65(d)(2) provides that an injunction “binds only the following who 

receive actual notice of it by personal service or otherwise: (A) the parties; (B) 

the parties’ officers, agents, servants, employees, and attorneys; and (C) other 

persons who are in active concert or participation with anyone described in 

 Case: 18-40246 Document: 00515020033 Page: 7 Date Filed: 07/02/2019
No. 18-40246

8

Rule 65(d)(2)(A) or (B).” FED. R. CIV. P. 65(d)(2). The portion of the rule stating 

its only significant exception, subpart (C), contemplates two categories of 

persons who may be bound by an injunction. See 11A FED. PRAC. & PROC. CIV.

§ 2956, at 384–85. First, “a nonparty may be held in contempt if he aids or 

abets an enjoined party in violating an injunction”; second, “an injunction may 

be enforced against a nonparty in ‘privity’ with an enjoined party.” Nat’l 

Spiritual Assembly of Baha’is, 628 F.3d at 848–49; 11A FED. PRAC. & PROC.

CIV. § 2956, at 384–85 (citing, inter alia, Am. Airlines, Inc. v. Allied Pilots 

Ass’n, 53 F. Supp. 2d 909 (N.D. Tex. 1999), aff’d, 228 F.3d 574 (5th Cir. 2000)). 

For privity, “[f]ederal courts have deemed” three “types of relationships 

‘sufficiently close’ to justify preclusion”: (1) “a non-party who has succeeded to 

a party’s interest in property,” (2) “a non-party who controlled the original 

suit,” and (3) “a non-party whose interests were represented adequately by a 

party in the original suit.” Sw. Airlines Co. v. Tex. Int’l Airlines, Inc., 546 F.2d 

84, 95 (5th Cir. 1977). As to the third type, adequate representation does not 

exist where a nonparty is merely interested in the same issue or same set of 

facts, “or because the issue being litigated is one that might affect their 

interests by providing a judicial precedent that would be applied in a 

subsequent action.” 11A FED. PRAC. & PROC. CIV. § 2956, at 390 (citing Int’l 

Bhd. of Teamsters v. Keystone Freight Lines, 123 F.2d 326 (10th Cir. 1941); 

Baltz v. The Fair, 178 F. Supp. 691, 693 (N.D. Ill. 1959), aff’d, 279 F.2d 899 

(7th Cir. 1960)). “Similarly, the mere fact that a person has committed the 

enjoined act does not necessarily mean that the injunction should be enforced 

against that person.” 11A FED. PRAC. & PROC. CIV. § 2956, at 390. Ultimately, 

a determination that privity exists “represents a legal conclusion that the 

relationship between the one who is a party on the record and the non-party is 

sufficiently close.” Sw. Airlines, 546 F.2d at 95; Freeman, 771 F.2d at 864; see 

 Case: 18-40246 Document: 00515020033 Page: 8 Date Filed: 07/02/2019
No. 18-40246

9

also Nat’l Spiritual Assembly of Baha’is, 628 F.3d at 849 (noting same in the 

context of enforcing an injunction).

Here, the first two subparts of Rule 65(d)(2), as well as the “aiding and 

abetting” theory, are undisputedly inapplicable. Respondents are clearly not 

parties to the Nevada v. DOL case; nor are they any “parties’ officers, agents, 

servants, employees, and attorneys.” FED. R. CIV. P. 65(d)(2)(A)–(B). 

Furthermore, although they had notice of the injunction, as demonstrated by 

the references in the complaint in the New Jersey action, it is uncontested that 

Respondents did not aid and abet, or otherwise assist or act in concert with,

the DOL or any of the its agents to violate the injunction. In holding 

Respondents in contempt, the district court relied on the concept of adequate 

representation, holding that the DOL adequately represented Alvarez’s 

interests in the Nevada v. DOL litigation. However, the district court’s 

assessment that the DOL adequately represented Alvarez’s interests was

mistaken. We have held that privity by virtue of adequate representation 

requires “the existence of an express or implied legal relationship in which 

parties to the first suit are accountable to non-parties who file a subsequent 

suit raising identical issues,” Pollard v. Cockrell, 578 F.2d 1002, 1008 (5th Cir. 

1978), and that “a showing of parallel interests” alone is insufficient, Freeman, 

771 F.2d at 864; see also Benson & Ford, Inc. v. Wanda Petroleum Co., 833 F.2d 

1172, 1175 (5th Cir. 1987). There is no evidence of such an express or implied 

legal relationship between Alvarez and the DOL here.

In erroneously finding Respondents in privity with the DOL, the district 

court relied exclusively on this court’s preclusion decision in Southwest Airlines 

Co. v. Texas International Airlines, Inc., 546 F.2d 84 (5th Cir. 1977). However,

the holding of preclusion in Southwest Airlines is inapposite here. The 

Southwest Airlines litigation began when the Cities of Dallas and Fort Worth 

and the Dallas/Fort Worth Regional Airport Board (the DFW Airport Board) 

 Case: 18-40246 Document: 00515020033 Page: 9 Date Filed: 07/02/2019
No. 18-40246

10

filed a federal declaratory judgment action to exclude Southwest, an intrastate 

airline carrier, from using Love Field in Dallas, under a bond ordinance calling 

for the phase-out of commercial air service at that airport. See Southwest 

Airlines, 546 F.2d at 87. Southwest counterclaimed for a declaratory judgment 

of its right to remain at Love Field. Id. The district court declared that the 

cities and the DFW Airport Board could not lawfully exclude Southwest from 

using Love Field. Id. at 88. The Fifth Circuit affirmed. Id. (citing City of 

Dallas v. Sw. Airlines Co., 494 F.2d 773, 776–77 (5th Cir. 1974)). Several 

interstate airlines next filed claims in Texas state court seeking to compel 

Southwest to cease using Love Field. Id. At Southwest’s behest, the federal 

district court then preliminarily enjoined the state suit, thereby precluding the 

cities, the DFW Airport Board and the interstate airlines from relitigating in 

state court or in any other court, Southwest’s right of access to Love Field. Id. 

at 89. 

In affirming the district court’s order enjoining the state suit, this court

held that the interstate airline plaintiffs were in privity with the governmental 

entities—the cities of Dallas and Fort Worth, and the DFW Airport Board—in 

the prior federal suit for preclusion purposes because the “legal interests of the 

carriers do not differ from those of [the government entities] in [the earlier 

lawsuit]” and thus “they received adequate representation in the earlier 

litigation and should be bound by the judgment.” Id. at 100. This court was

careful to note that the government entities adequately represented the 

plaintiff carriers’ interests in this later litigation only because of certain 

specific facts: (1) the carriers “d[id] not claim a breach of legal duty by 

Southwest, apart from the alleged violation of the general duty to obey valid 

ordinances,” (2) “the carriers request[ed] the same remedy denied the 

[government entities], namely the enforcement of the phase-out provision of 

the ordinance to exclude Southwest from Love Field,” and (3) “the ordinance 

 Case: 18-40246 Document: 00515020033 Page: 10 Date Filed: 07/02/2019
No. 18-40246

11

does not establish a statutory scheme looking toward private enforcement of 

its requirements.” Id. at 100; see also WRIGHT, MILLER & COOPER, 18A FED.

PRAC. & PROC. JURIS. § 4458.1 (3d ed. 2017), at 573–74 (in discussing 

Southwest, identifying these three considerations as the support for the basic 

conclusion of no private legal wrong, and therefore preclusion through privity).

The district court was in error in concluding that Southwest supports a 

finding of privity between Respondents and the DOL. Alvarez’s FLSA action 

in New Jersey relies on far more than a “general duty to obey valid ordinances” 

as those at issue in the interstate airlines’ lawsuit in Southwest, see 546 F.2d 

at 100. The FLSA imposes a legal duty on every employer to pay overtime to 

non-exempt employees and, unlike the phase-out ordinance at issue in 

Southwest, explicitly establishes a private right of action to enforce that duty. 

See 29 U.S.C. §§ 207, 216(b); see also Benson & Ford, Inc., 833 F.2d at 1175–

76 (distinguishing Southwest by noting that “[o]ur holding rested on the 

proposition that private parties cannot relitigate to enforce an ordinance after 

the public body fails in its attempt to enforce the same ordinance,” whereas the 

plaintiff in Benson & Ford “[did] not seek to relitigate [another party’s] rights”). 

Importantly, in Southwest, this court expressly endorsed the proposition 

that government actors would not be in privity with private litigants under 

Title VII, a federal employment statute that, similar to the FLSA, authorizes 

both government litigation and private actions. See 546 F.2d at 98 (citing 

Rodriguez v. E. Tex. Motor Freight, 505 F.2d 40 (5th Cir. 1977), vacated on 

other grounds sub nom. E. Tex. Motor Freight Sys. Inc. v. Rodriguez, 431 U.S. 

395 (1977); Williamson v. Bethlehem Steel Corp., 468 F.2d 1201 (2d Cir. 1972)). 

In doing so, this court noted that “litigation by a government agency will not 

preclude a private party from vindicating a wrong that arises from related facts 

but generates a distinct, individual cause of action.” Southwest, 546 F.2d at 

98. Such actions, like Alvarez’s FLSA lawsuit, are “for violation of distinct 

 Case: 18-40246 Document: 00515020033 Page: 11 Date Filed: 07/02/2019
No. 18-40246

12

legal duties owed individual employees,” rather than “for violation of legal 

duties owed the public.” Id. 

More generally, Chipotle’s theory that the DOL represents every 

worker’s legal interests through its enforcement of the FLSA so as to bind every 

worker in the United States to an injunction where the DOL is the only bound 

party lacks authoritative support. Although, as the district court noted, the 

FLSA concerns itself with “the general welfare of employees employed in 

certain industries engaged in American commerce,” Congress’s statement of 

such a policy does not create a legal nexus or the kind of close identity of 

interests between a party to litigation and a nonparty required to amount to 

privity. Instead, as in Title VII discrimination suits, Alvarez’s New Jersey 

action “claim[s] remedies distinct from the relief imposed in the government 

litigation” and complains of a “violation of distinct legal duties owed individual 

employees.” Southwest, 546 F.2d at 98–99 (citing Rodriguez, 505 F.2d 40; 

Williamson, 468 F.2d 1201).10 

Because Respondents were not in privity with the DOL and not 

otherwise bound by the injunction, the district court erred in granting

Chipotle’s motion for contempt.11

 10 We intimate no view whatever on the merits of Alvarez’s contentions in the New 

Jersey action, as those contentions are before the New Jersey federal court rather than this 

court.

11 As the district court correctly noted, this court has held that “[t]he movant in a civil 

contempt proceeding bears the burden of establishing by clear and convincing evidence: (1) 

that a court order was in effect; (2) that the order required certain conduct by the respondent; 

and (3) that the respondent failed to comply with the court’s order.” Petroleos Mexicanos v. 

Crawford Enters., 826 F.2d 392, 401 (5th Cir. 1987). However, because we disagree with the 

district court’s conclusion that the Alvarez and her lawyers acted in privity with the DOL or 

were represented by the DOL so as to be bound by the district court’s injunction, application 

of that standard is pretermitted here. Likewise, the district court’s ruling on whether process 

was properly served on Respondents is pretermitted. 

 Case: 18-40246 Document: 00515020033 Page: 12 Date Filed: 07/02/2019
No. 18-40246

13

B. The District Court Lacked Personal Jurisdiction Over 

Respondents

Because the district court’s contempt order exceeded the bounds of Rule 

65(d), its exercise of jurisdiction over Respondents was also improper.12 The 

district court did not find that minimum contacts supported its exercise of 

jurisdiction over Respondents, and instead relied exclusively on the principle 

expressed in Waffenschmidt v. McKay, 763 F.2d 711, 714 (5th Cir. 1985), that 

“[n]onparties who reside outside the territorial jurisdiction of a district court 

may be subject to that court’s jurisdiction if, with actual notice of the court’s 

order, they actively aid and abet a party in violating that order.” As we have 

concluded, Respondents did not aid and abet the DOL or participate in the 

Nevada v. DOL injunction litigation in any manner. Thus, there was no basis 

for the district court’s exercise of personal jurisdiction over Respondents.

***

For these reasons, the judgment of the district court is REVERSED, and 

judgment is RENDERED in favor of Respondents.

 12 Because we reverse the district court’s contempt order on the basis of Rule 65(d) 

and lack of personal jurisdiction, we also reverse the district court’s award of attorneys’ fees 

to Chipotle.

 Case: 18-40246 Document: 00515020033 Page: 13 Date Filed: 07/02/2019