## F I L E D United States Court of Appeals Tenth Circuit 

### March 29, 2006
Elisabeth A. Shumaker Clerk of Court PUBLISH UNITED STATES COURT OF APPEALS

TENTH CIRCUIT

MO’S EXPRESS, LLC, doing business as Mo’s Express; AMERICAN ALL STAR SHUTTLE & LIMO, LLC, doing business as Denver City Express; DAVID RUBY, doing business as Road Runner Express; MOHAMMAD JAVID AMINI, doing business as Flying J Shuttle; SHAHLA SHAN, doing business as EZ Transportation; CENTENNIAL CAB, LLC, doing business as A + A Airport Shuttle; AMERICAN SHUTTLE, INC., Plaintiffs - Appellants, and ALL STATES SHUTTLE, LLC; COLORADO EXPRESS AIRPORT SHUTTLE, LLC; T&G, INC., doing business as Denver Pro Express; BELAYE T. DRESE, doing business as Front Range Express, Inc.; MILE HIGH EXPRESS TRANSPORTATION, doing business as Mile High Express; HANAREH CORPORATION, doing business as Advance Airport Shuttle, Plaintiffs, v. GREGORY E. SOPKIN; POLLY PAGE, in her official capacity as No. 05-1036- 2 -

Commissioner Public Utilities Commission of the State of Colorado; CARL MILLER, in his official capacity as Commissioner of Public Utilities Commission of the State of Colorado; PUBLIC UTILITIES COMMISSION FOR THE STATE OF COLORADO, Defendants - Appellees.

Appeal from the United States District Court

for the District of Colorado (D.C. No. 04-ES-1972 (PAC))

Richard S. Strauss of Hochstadt, Straw, Strauss & S ilverman, P.C., Denver Colorado (M. Andrew Andrade of the Law Offices of M . Andrew Andrade, Esq., Grenwood Village, Colorado with him on the briefs) for Plaintiffs-Appellants. Allison H. Eid, Solicitor General, Denver, Colorado (John W. Suthers, Attorney General, and David A. Beckett, Assistant Attorney G eneral, Denver, Colorado, on the briefs) for Defendants-Appellees.

Before KELLY , HENRY , and McCONNELL , Circuit Judges.

McCONNELL , Circuit Judge.

Thirteen individuals and companies that provide shuttle service to and from the Denver International Airport filed suit on Sept ember 23, 2004 against the Colorado Public Utilities Commission (PUC) and its three commissioners in their- 3 -

official capacities. The Plaintiffs sought to enjo in the PUC from taking enforcement action against them for failure to obta in a certificate of public convenience and necessity issued by the state. The y presented two legal theories: first, that certificates granted to each Plaintiff by the Federal Motor Carrier Safety Administration authorized their provision of transp ortation services, preempting contrary state law requirements, and that the PUC l acked jurisdiction to determine whether they were in compliance with their federal certificates; and second, that the PUC had threatened enforcement action against the Plaintiffs “because each of them are [sic] minorities or foreign born nationals ,” in violation of the Equal Protection Clause of the Fourteenth Amendment. App . 7–10. In December 2004, the district court dismissed the Complaint for lack of jurisdiction based on the Rooker-Feldman doctrine. See Rooker v. Fid. Trust
Co. , 263 U.S. 413 (1923); D.C. Court of Appeals v. Feldman , 460 U.S. 462 (1983). In March 2005, while this appeal was pendi ng, the Supreme Court decided Exxon Mobil Corp. v. Saudi Basic Industries Corp. , 544 U.S. 280, 125 S. Ct. 1517 (2005), which substantially narrowed the s cope of Rooker-Feldman

. Then in February 2006, following oral argument in this appeal, the Court decided
Lance v. Dennis , 126 S. Ct. 1198 (2006), which clarified the role of “privity” between parties in evaluating the district court’s jurisdiction under RookerFeldman . Based on those decisions as well as our Rooker-Feldman case law, we- 4 -

REVERSE the judgment of the district court and REMAND the case for further proceedings. I. Facts and Procedural History Colorado law provides that any carrier operating a motor vehicle for purposes of transporting persons on public highways in intra state commerce must first obtain a certificate of public convenience an d necessity (CPCN) from the
PUC. See C.R.S. § 40-10-104(1). Although they do not posses s a state-issued CPCN, some shuttle operators—including each of the Plaintiffs in this case—provide transportation services to and from th e Denver International Airport based on federal certificates, issued by th e Federal Motor Carrier Safety Administration. These certificates authorize trans portation services along certain
inter state routes. Cf. Gibbons v. Ogden , 22 U.S. (9 Wheat.) 1, 209–10 (1824) (holding that a federal license to transport passen gers in interstate commerce preempts state law prohibiting such transportation without a state license). Each federal certificate contains a “CONDITION” that the carrier is “authorized to provide intrastate passenger transportation service under this certificate onlyif the carrier also provides substantial regularly schedul ed interstate passenger transportation service on the same route.” App. 14 (emphasis in original). Beginning in 1999, the PUC issued a series of penal ty notices to some of these federally certificated carriers, alleging that they were conducting extensive intrastate business without providing the regularlyscheduled interstate services,- 5 -

as required by their federal certificates. While r eview of those penalty notices was still pending in state court, a group of four c arriers consisting of Trans Shuttle, Inc., Hallelujah Shuttle, Ethio Shuttle, and Galaxy Shuttle—none of which is a party to this action—filed suit in feder al court against the PUC and other defendants, seeking declaratory and injunctiv e relief. The district court declined to exercise jurisdiction on Youngerabstention grounds, citing the pending proceedings in state court. See Younger v. Harris , 401 U.S. 37 (1971); Middlesex County Ethics Comm. v. Garden State Bar A ss’n , 457 U.S. 423 (1982). In an unpublished order in November 2001, this Court affirmed the abstention decision. See Trans Shuttle, Inc. v. Pub. Utils. Comm’n , 24 F. App’x 856 (10th Cir. 2001). The state court proceedings culminated in a May 200 4 decision of the Colorado Supreme Court, which upheld the PUC’s juri sdiction over carriers transporting passengers in intrastate commerce. See Trans Shuttle, Inc. v. Pub. Utils. Comm’n , 89 P.3d 398, 404–06 (Colo. 2004) (“ Trans Shuttle ”). The court also affirmed the PUC’s imposition of fines againstthe three carriers that were parties to the state-court appeal: Trans Shuttle, I nc., Mo’s Express, LLC, and Hallelujah Shuttle. See id. at 409. In reaching its decision, the Colorado Supreme Court considered and specifically rejected the federal preemption and jurisdiction arguments raised by the Plaintiffs in this action. See id. at 404–06.- 6 -

On August 16, 2004, the PUC sent a letter to each o f the thirteen Plaintiffs in this action. The letters described the Colorado Supreme Court’s holding in Trans Shuttle , and stated that “the PUC intends to go to court t o ask for an injunction to halt the operations of any motor carr ier transporting passengers to and from Denver International Airport (DIA) on an i ntrastate basis . . . without actual, substantial and bona fide interstate operat ions in full compliance with the carrier’s federal certificate.” App. 47. The lett ers also announced that the PUC “intends to go to court to ask for an injunction ag ainst [the named Plaintiff] unless [the named Plaintiff] provides proof to the PUC of its 2004 for-hire interstate passenger transportation operations . . . . [within] 30 days from the date of this letter.” Id. In September 2004, the Plaintiffs commenced this fe deral action seeking declaratory and injunctive relief to prevent the PU C from going to court as threatened in its letters. They did not seek moneydamages. They argued, first, that the PUC lacked jurisdiction to impose penaltie s because federal law authorized them to provide transportation services. According to the Plaintiffs, only a federal authority—not a state agency—has jur isdiction to revoke their certificates for failure to satisfy the conditions. Second, they argued that the PUC’s actions reflected discrimination against busi nesses with minority and foreign-born owners and operators.1 At oral argument, the Defendants stated that Colora do Express Airport

Shuttle had litigation in the Colorado courts that was stayed pending the outcome of Trans Shuttle and has since become final. For the reasons set f orth in Part II.B, we need not determine whether Colorado Expres s Airport Shuttle was in fact bound by the judgment in Trans Shuttle or by another final judgment of the Colorado courts. - 7 - One of the Plaintiffs in this action, Mo’s Express, was also a losing party to the state court judgment in Trans Shuttle . With one possible exception, the other twelve Plaintiffs--All States Shuttle, Colorado Exp ress Airport Shuttle, Denver Pro Express, Front Range Express, Mile High Express , Denver City Express, Road Runner Express, Flying J Shuttle, EZ Transport ation, Advance Airport Shuttle, A+ Airport Shuttle, and American Shuttle-- had no involvement in the Trans Shuttle litigation. 1 The district court dismissed the case on jurisdicti onal grounds, citing the Rooker-Feldman doctrine. The Plaintiffs had made it “clear,” acco rding to the district court, that “their intentions in filing inthis court is [sic] to void the ruling of the Colorado Supreme Court” in Trans Shuttle , and thus to take a de facto appeal in federal district court from a judgment bya state court. Order of Dismissal 12. Although it acknowledged that Mo’s E xpress is the only Plaintiff in this case that was also party to Trans Shuttle , the district court found that the Plaintiffs’ claims had been “fully presented” in th e state court proceedings “by the shuttle operators who were named in the state a ction.” Id. at 14. The court concluded that “the identity of interest of all the operators has remained the same- 8 -

throughout.” Id. at 16. It also found that the Plaintiffs “have alw ays been in privity with one another in their joint commitment to the same claims and arguments.” Id. It therefore applied the jurisdictional bar of Rooker-Feldman against all Plaintiffs, even those who were not parties to the state court action. We review the district court’s dismissal for lack o f subject matter jurisdiction de novo , and any factual findings relevant to the court’s jurisdiction for clear error. Merrill Lynch Bus. Fin. Servs., Inc. v. Nudell , 363 F.3d 1072, 1074 (10th Cir. 2004).
II. Rooker-Feldman The Rooker-Feldman doctrine does not reflect a constitutional limitat ion on the lower federal courts. See The Federalist No. 82, at 494 (Alexander Hamilton) (Clinton Rossiter ed., 1961) (“I perceive at present no impediment to the establishment of an appeal from the State courts to the subordinate national tribunals; and many advantages attending the power of doing it may be imagined.”). Instead, it arises by negative infere nce from 28 U.S.C. § 1257(a), which allows parties to state court judgments to se ek direct review in the Supreme Court of the United States, but not to appeal to th e lower federal courts. Crutchfield v. Countrywide Home Loans , 389 F.3d 1144, 1147 (10th Cir. 2004). Rooker-Feldman precludes federal district courts from effectivelyexercising appellate jurisdiction over claims “actually decide d by a state court” and claims “‘inextricably intertwined’ with a prior state-court judgment.” Kenmen Eng’g v.- 9 -

City of Union , 314 F.3d 468, 473 (10th Cir. 2002) (citing Rooker , 263 U.S. at 415–16, and Feldman , 460 U.S. at 483 n.16). The operation of Rooker-Feldman is best demonstrated by the two cases that give the doctrine its name. In Rooker , the federal-court plaintiffs alleged that the judgment of an Indiana circuit court, to which they were parties, had caused them injury by enforcing a state statute in violati on of the Contracts Clause and due process protections of the United States Consti tution. Rooker , 263 U.S. at 414–15. In federal court they sought relief “in eq uity to have [the] judgment . . . declared null and void.” Id. at 414. The Supreme Court held that because “[t]h e jurisdiction possessed by the District Courts is strictly original,” not appellate, the district court lacked jurisdiction over the claim, which was “indubitably . . . merely an attempt to get rid of the judgment for al leged errors of law.” Id. at 416. In Feldman , the federal-court plaintiffs alleged (1) that the District of Columbia Court of Appeals had caused them injury bydenying their petitions for bar membership “arbitrarily and capriciously . . . unreasonably and discriminatorily,” and (2) that one of the court’s general rules, Rule 46 I(b)(3) concerning proof of legal education to establish el igibility for the D.C. bar, violated due process and the federal antitrust laws

. Feldman , 460 U.S. at 468, 486–87. They sought injunctive relief to compel th e District of Columbia Court of Appeals to grant them bar admission or to allow them to sit for the bar immediately, as well as declaratory relief announci ng that the court’s policies- 10 -

were unconstitutional. Id. at 468–69. The Supreme Court held that the federa l district court lacked jurisdiction to review the pl aintiffs’ applications, but that it could properly exercise jurisdiction over their “ge neral attack on the constitutionality of Rule 46 I(b)(3).” Id. at 486–87. Both Rookerand Feldman were “cases brought by state-court losers complaining of injuries caused by state-court judgm ents . . . and inviting district court review and rejection of those judgments.” Exxon Mobil , 125 S. Ct. at 1521–22. As the Supreme Court observed in Exxon Mobil , however, lower courts have at times construed the Rooker-Feldman doctrine “to extend far beyond the contours of the Rookerand Feldman cases.” Id. at 1521. In particular, some circuit courts—including this one—have occasionallytreated Rooker-Feldman as a substitute for ordinary principles of preclusion, or as an extension of the various grounds for abstention by federal courts. Id. at 1522. In Exxon Mobil , the Supreme Court sought to curb these excesses and “co nfined” Rooker-Feldman “to cases of the kind from which the doctrine acquired its name.” Id. at 1521. In
Lance , the Court again emphasized “the narrowness of the Rooker-Feldman rule.”
126 S. Ct. at 1201. In two respects, assertion of the Rooker-Feldman doctrine in this case epitomizes the expansive view that the Supreme Court repudiated in Exxon Mobil

. First, the district court applied Rooker-Feldman against all of the Plaintiffs, despite the fact that most of them were not party t o the state-court judgment in- 11 -

Trans Shuttle . Second, the district court found Rooker-Feldman applicable despite the fact that the Plaintiffs sought only pr ospective relief challenging the constitutionality of the PUC’s jurisdiction to take future action. Under our preExxon Mobilcase law, both holdings were questionable; after Exxon Mobil and
Lance , they are incorrect. A. Applying Rooker-Feldman Against Nonparties This Court has repeatedly held that the Rooker-Feldman doctrine “should not be applied against non-parties” to the state-co urt judgment. Johnson v. Rodrigues (Orozco) , 226 F.3d 1103, 1109 (10th Cir. 2000) (citing Johnson v. De Grandy , 512 U.S. 997, 1005 (1994)); Johnson v. Riddle , 305 F.3d 1107, 1116 (10th Cir. 2002) (calling this rule “well settled”)

. Rooker-Feldman , after all, bars federal district courts from exercising appellate j urisdiction over state-court judgments, and “a person would generally have no ba sis (or right) to appeal a judgment to which that person was not a party.” Kenmen Eng’g, 314 F.3d at 480. The Supreme Court appeared to endorse this view in Exxon Mobil , characterizing its decision in De Grandyas holding that “the doctrine has no application t o a federal suit brought by a nonparty to the state sui t.” Exxon Mobil , 125 S. Ct. at
1523.
In Lance , the Court explicitly held that Rooker-Feldman does not apply against nonparties to the prior judgment in state c ourt. Lance , 126 S. Ct. at 1202. The case involved a federal suit brought by citizen s concerning legislative2 In support of this proposition, the panel relied onour decision in Kenmen

Engineering

. See Lance v. Davidson , 379 F. Supp. 2d at 1123 (citing Kenmen Eng’g, 314 F.3d at 481). In fact, Kenmen Engineeringdid not hold that RookerFeldman extends to all parties in privity with a state-court loser. Rather, it clarified that the “parties” to a state-court judgm ent for Rooker-Feldman purposes include all persons directly bound by the state-court judgment , whether or not they appear in the case caption. See Kenmen Eng’g , 314 F.3d at 481 (applying Rooker-Feldman where the federal court plaintiffs were the agents of a corporation, and the state court had issued an inju nction against the corporation “by and through its officers, agents, servants, emp loyees, attorneys, or representatives”). Kenmen Engineering did not retreat from the general proposition that nonparties, so defined, are not af fected by the jurisdictional bar of Rooker-Feldman

. Thus, although the Supreme Court in Lance reversed a panel decision that nominally “followed Tenth Circuit precedent,” see Lance , 126 S. Ct. at 1202 (citing Kenmen Eng’g , 314 F.3d at 481), the Court reversed only the dis trict court’s misapplication of Kenmen Engineering . It did not necessarily repudiate the narrow holding of Kenmen Engineeringconcerning parties directly bound by the state-court judgment—who would seem to fall squ arely within the definition of “state-court losers.” See Exxon Mobil , 125 S. Ct. at 1521. - 12 - redistricting in Colorado. Id. at 1199. A three-judge district held that it lack ed jurisdiction because of a prior state-court action in which the Colorado General Assembly pressed similar claims and lost. See Lance v. Davidson , 379 F. Supp. 2d 1117, 1125 (D. Colo. 2005), rev’d sub nom. Lance , 126 S. Ct. at 1202–03. Specifically, the panel concluded that Rooker-Feldman applies not only against parties to the state-court judgment, but against anyone “in privity with parties to the original state-court suit.” Id. at 1123. 2Noting that “when a state government litigates a matter of public concern, that state’s citizens will be deemed to be in privity with the government for preclusion purposes ,” the panel held that although- 13 -

the citizen plaintiffs were not parties to the prio r judgment in state court, RookerFeldman operated to deprive the district court of jurisdic tion. Id. at 1125. The Supreme Court reversed, emphasizing that in De Grandyit had declined to apply Rooker-Feldman when the federal-court plaintiff “‘was not a party in the state court,’ and ‘was in no position to ask this Court to review the state court’s judgment.’” Lance , 126 S. Ct. at 1202 (quoting De Grandy , 512 U.S. at 1006). By asking whether the citizens were “in privity” with the General Assembly, “[t]he District Court erroneously conflat ed preclusion law with Rooker-Feldman .” Id. Although Lance leaves room for an extremely limited form of privity analysis—for example, in cases “whe re an estate takes a de facto appeal in a district court of an earlier state deci sion involving the decedent,” id. at 1202 n.2—it broadly rejects the use of preclusion p rinciples in determining the scope of Rooker-Feldman

. Id. at 1202–03 (noting that “Rooker-Feldman is not simply preclusion by another name” and that “[i]nco rporation of preclusion principles into Rooker-Feldman risks turning that limited doctrine into a uniform federalrule governing the preclusive effect of state-court judgments, contrary to the Full Faith and Credit Act”). The district court in this case relied extensively on Keller v. Davidson , 299 F. Supp. 2d 1171 (D. Colo. 2004), another decision by a three-judge district court as part of continuing litigation over redistricting in Colorado. Based on the same prior state-court judgment at issue in Lance , the Keller panel applied Rooker-- 14 -

Feldman against the Governor of Colorado because “the Gove rnor’s claimed interest in the primacy of the legislative lawmakin g process in congressional redistricting places him in privity with the Genera l Assembly.” Id. at 1177. The Court’s decision in Lance undermines not only the reasoning of Kellerbut its general technique of commingling res judicataand Rooker-Feldman principles. Exxon Mobiland Lance make the disposition of this appeal straightforwar d for almost all of the Plaintiffs. Only one of the Plaintiffs, Mo’s Express, was a party to the decision of the Colorado Supreme Courtin Trans Shuttle . With a possible exception noted in footnote 1, the other P laintiffs had no connection whatsoever to the Trans Shuttle case. They were not parties, they were not bound by the judgment, and they were neither predecessors nor successors in interest to the parties. The other Plaintiffs were nothing mor e than competitors of the shuttle operators who were party to Trans Shuttle . That relationship falls far short of the connection necessary under Rooker-Feldman to characterize their action in federal court as an appeal of the state-c ourt judgment. The district court found that “the identity of inte rest of all of the operators has remained the same throughout” because “they hav e always been in privity with one another in their joint commitment to the s ame claims and arguments.” Order of Dismissal 16. The factual basis for this conclusion is uncertain, as there is no evidence to suggest that the other Plaintiffs actually consulted with the Trans Shuttle parties before the state court litigation began to coordinate their- 15 -

claims and arguments. As far as the record disclos es, the other Plaintiffs became involved only after receiving letters threatening an injunction against the operation of their businesses. In any case, a “com mitment” to the same claims and arguments has no bearing on the applicability o f Rooker-Feldman

. See Exxon Mobil , 125 S. Ct. at 1524 n.2 (rejecting the argument th at Rooker-Feldman applies to “federal actions that simply raise claim s previously litigated in state court”); cf. Kenmen Eng’g , 314 F.3d at 478–79 (declining to incorporate a “fulland-fair-opportunity-to-litigate inquiry into the Rooker-Feldman analysis” because it “tends to blur the distinction between r es judicata and RookerFeldman ”). In crafting its expansive “in privity” standard, th e district court sought to prevent the shuttle operators from employing an “artifice” whereby “groups of individuals like these plaintiffs could easily avoi d the application of the RookerFeldman bar by merely naming only a part of the group in th e state proceedings, presenting the names of new individuals in the fede ral case.” Order of Dismissal 16. We doubt that anything so conspiratorial took place in this case, considering that the state-court proceedings involved operators who already had been fined by the PUC, whereas this suit involves operators who w ere only recently threatened with legal action. But even if the district court’ s account is accurate, any “group[] of individuals” faced with the same legal problem is free to pursue different avenues of relief. As the Supreme Court emphasized in Exxon Mobil ,- 16 -

125 S. Ct. at 1521, federal and state courts hold c oncurrent jurisdiction over federal claims. To the extent that strategic behav ior by similarly situated parties is a concern, the proper safeguard against relitigation is res judicata , not RookerFeldman

. Because only Mo’s Express was a party to the Colora do Supreme Court judgment in Trans Shuttle , the district court erred in applying Rooker-Feldman against the remaining Plaintiffs. B. Evaluating the Relief Requested in Federal Cour t Even against the parties to a state-court judgment, Rooker-Feldman only applies when the injury alleged by the plaintiffs w as “caused by [the] state-court judgment[].” Id. at 1521–22. As we explained in our pre- Exxon Mobil case law, “we approach the question by asking whether the state-court judgment caused, actually and proximately, the injuryfor which the federal-court plaintiff seeks redress ,” paying “close attention to the relief sought” in the federal suit. Kenmen Eng’g, 314 F.3d at 476 (emphasis in original, footnote o mitted). In Kenmen Engineering , for example, an Oklahoma court had issued an inju nction that forced a firm and its agents to sell magnesium “at a disco unted rate, resulting in economic loss.” Id. at 472. The firm’s agents filed suit in federal c ourt, alleging that the injunction itself violated their rights un der federal law, and requesting money damages as compensation for the forced sale. Id. at 477. Emphasizing that the plaintiffs had not requested “any form of prospective declaratory- 17 -

injunctive relief,” this Court held that Rooker-Feldman deprived the district court of jurisdiction: the requested relief “would necess arily undo the Oklahoma state court’s judgment” because it would “place them backin the position they occupied prior to the [injunction].” Id. In contrast, when the relief sought by the plaintif fs would not reverse or “undo” the state-court judgment, Rooker-Feldman does not apply. Feldman itself distinguished “general constitutional challenges to state laws,” which by definition “are not attacks on state court judgment s.” Crutchfield, 389 F.3d at 1149; see Rodriguez (Orozco) , 226 F.3d at 1108 (finding Rooker-Feldman inapplicable to a “discrete general challenge to th e validity of the Utah adoption laws” that did not “challeng[e] the merits of a particular state court ruling”); ANR Pipeline Co. v. Lafaver , 150 F.3d 1178, 1186 n.8 (10th Cir. 1998) (finding Rooker-Feldman inapplicable where the federal complaint “does notcontest the finality of the Kansas Supreme Court’s decision”). As the Supreme Court emphasized in Exxon Mobil , the Rooker-Feldman doctrine does not apply “simply because a party attempts to litigate in federal cou rt a matter previously litigated in state court.” 125 S. Ct. at 1527. To the contrary , a party may lose in state court and then raise precisely the same legal issues in f ederal court, so long as the relief sought in the federal action would not reverse or undo the relief granted by the state court: “If a federal plaintiff ‘present[s] so me independent claim, albeit one that denies a legal conclusion that a state court h as reached in a case to which he- 18 -

was a party . . . , then there is jurisdiction . . . .’” Id. (quoting GASH Assocs. v. Village of Rosemont , 995 F.2d 726, 728 (7th Cir. 1993)). Mo’s Express, like the other Plaintiffs, has reques ted only prospective injunctive and declaratory relief that would prevent the PUC from exercising jurisdiction over them in the future. See App. 10. Both of its claims amount to “general constitutional challenges” to the jurisdic tion of the PUC: first, that federal law preempts the state’s jurisdiction pursu ant to the Supremacy Clause; and second, that the PUC has exercised its jurisdic tion in a discriminatory fashion in violation of the Equal Protection Clause of the Fourteenth Amendment. Neither claim would disrupt the judgment of the Col orado Supreme Court. The Trans Shuttle decision simply “upheld penalties assessed against[the parties, including Mo’s Express,] by the Public Utilities Co mmission.” Trans Shuttle , 89 P.3d at 400 (characterizing the decision below, whi ch the Colorado Supreme Court affirmed). The Plaintiffs in this action hav e not requested money damages that would compensate them for the amount of those penalties. Nor have they requested retrospective relief that would invalidat e any past action of the PUC. Accordingly, their federal suit would not reverse o r otherwise “undo” the relief granted by the Colorado Supreme Court, and Rooker-Feldman does not operate to deprive the district court of jurisdiction. To be sure, Mo’s Express has asked the federal courts to accept a legal argument that was specifically rejected in its earl ier lawsuit in state court. If the- 19 -

Plaintiffs eventually prevail on the merits, the Co lorado courts will have held that the PUC can exercise jurisdiction, while the federa l courts will have held that it cannot. That result should not be alarming, howeve r, because state and federal courts enjoy concurrent jurisdiction over questions of federal law, and the possibility of inconsistent rulings on issues of fe deral law is a predictable, if infrequent, consequence of our dual system. A fede ral court is free to “den[y] a legal conclusion that a state court has reached,” p rovided it does not exercise de facto appellate jurisdiction by entertaining a suit thatwould disrupt the final judgment entered by the state court. GASH Assocs. , 995 F.2d at 728. Because the prospective relief requested by the Plaintiffs woul d not undo the penalties imposed by the state court judgment, the district c ourt erred in applying the Rooker-Feldman doctrine, even against Mo’s Express.
III. Conclusion Although we disagree with the district court’s Rooker-Feldman analysis, we express no view as to the alternative grounds for d ismissal raised by the Defendants. The Trans Shuttle case may well have some preclusive effect in federal court, for example, and the Plaintiffs as a lways must establish a justiciable case or controversy, ripe for federal review. Because the district court based its dismissal exclusively on Rooker-Feldman , and these other arguments were not briefed by both sides, we think it best to allow th e district court to consider them in the first instance. See Lance , 126 S. Ct. at 1203 (Ginsburg, J., concurring)- 20 -

(finding questions of preclusion under Colorado law“best left for full airing and decision on remand”). We also express no view on the merits of the underlying preemption and discrimination claims.
We REVERSE the judgment of the district court and REMAND the case for further proceedings consistent with this opinio n.