FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

AMERISOURCEBERGEN CORPORATION, 

No. 05-55349 Plaintiff-Appellant,

D.C. No.

v.  CV-04-01061-AHS

DONALD R. RODEN,

OPINION Defendant-Appellee. 

Appeal from the United States District Court

for the Central District of California

Alicemarie H. Stotler, District Judge, Presiding

Argued and Submitted

February 5, 2007—Pasadena, California

Filed August 13, 2007

Before: Warren J. Ferguson, Eugene E. Siler, Jr.,* and

Michael Daly Hawkins, Circuit Judges.

Opinion by Judge Hawkins;

Concurrence by Judge Ferguson

*The Honorable Eugene E. Siler, Jr., Senior United States Circuit Judge

for the Sixth Circuit, sitting by designation. 

9697
COUNSEL

Gordon E. Krischer (argued) and Larry A. Walraven

(briefed), O’Melveny & Myers, Newport Beach, California,

for the plaintiff-appellant. 

William E. Johnson (briefed and argued), Law Offices of

Richard E. Hodge, Inc., Malibu, California, for the defendantappellee. 

OPINION

HAWKINS, Circuit Judge: 

We explore once again the sometimes complex relationship

between state and federal civil proceedings when parties in

the midst of litigation on one side of the divide file factually

related proceedings on the other. Understandably concerned

with judicial economy and respect for ongoing state proceedings, the district court dismissed the federal suit under the

Younger abstention doctrine. Determining that abstention was

9700 AMERISOURCEBERGEN v. RODEN
not required, we return the matter to district court to allow

appellant’s diversity action to proceed.

FACTS AND PROCEDURAL HISTORY

In 1995, Donald R. Roden (“Roden”) was hired as

President and Chief Operating Officer of Bergen Brunswig

Corporation (“BBC”), the predecessor company to AmerisourceBergen Corporation (“ABC”). At this time, Roden and

BBC entered into an employment agreement (the “Agreement”) providing that Roden would have his employment

with BBC consistently extended monthly on a rolling threeyear basis1

 and would not be fired except for “cause,” as

defined in the Agreement. Additionally, the Agreement provided that Roden was entitled to participate in BBC’s ERISAgoverned2

 Supplemental Executive Retirement Plan (the

“SERP”), as well as its interest-free loan program (the “Loan

Program”). 

Four years after he was hired and two years after being promoted to Chief Executive Officer (“CEO”), Roden was given

written notice of BBC’s intention to terminate his employment for a reason that apparently did not qualify as “cause”

under the Agreement and on terms that may have conflicted

with those provided for in the Agreement. Roden thereafter

filed a complaint against BBC in the Superior Court in

Orange County, California (the “California Superior Court”)

claiming that BBC breached the Agreement and that Roden

was therefore entitled to his full salary for three years past his

termination date and was, in all other respects, entitled to be

treated as BBC’s CEO until that date.3

1

In other words, on the first day of Month 1 in Year 1, Roden was guaranteed employment with BBC until the last day of Month 1 in Year 4. 

2Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001

et seq. 

3This case was captioned as Roden v. BBC and will be hereinafter

referred to by this name. 

AMERISOURCEBERGEN v. RODEN 9701
Specifically, Roden claimed that he was entitled to “estimated future benefits under the SERP . . . of no less than

$8,970,000” and a due date (and interest-accrual start-date)

based on a November 30, 2002 termination date for the

$337,500 loan he took out under the Loan Program.4

Shortly thereafter, Roden and BBC entered into a Settlement Agreement, and a judgment incorporating its terms was

entered on July 27, 2000 (“the Judgment”), as follows: 

1. In favor of [Roden] in the amount of

$5,000,000, less legally required deductions; 

2. Continuation of the benefits provided in Sections 5(d) [which includes participation in the

SERP], (e) and (i) [which includes participation

in the Loan Program] of [Roden’s] employment

contract; and 

3. Reasonable attorney’s fees and costs in an

amount to be determined by the Court. 

Believing BBC had not fully complied with this Judgment,

Roden sought to force compliance in California Superior

Court. After briefing and argument, that court ordered implementation of the Judgment (“First Order”) finding, in relevant

part, that Roden’s entitlement to benefits under the SERP had

“vested” and that “Roden’s $337,500 loan was not absolved

by the Judgment” but would not become due until November

30, 2002. The First Order continued (emphasis added):

[BBC] is required to accord Roden the same treatment as the other senior officers of [BBC] who

received loans from this November 1998 loan pro4Roden brought a number of other claims against BBC and sought damages in the millions of dollars; the above are only the demands relevant

to this appeal. 

9702 AMERISOURCEBERGEN v. RODEN
gram . . . with respect to . . . any forgiveness, extensions, payment of interest and the like. 

BBC appealed the First Order to the California Court of

Appeal, which unanimously affirmed. 107 Cal. App. 4th 620

(2003). 

When Roden attempted to enforce the First Order and collect his SERP benefits, BBC opposed his request, claiming

that Roden was entitled to a lesser sum under the SERP plan

than he had alleged. Roden appealed this determination pursuant to company policy, and the final administrative review of

the matter yielded a decision that Roden was entitled to

$1,898,066 in SERP benefits. Apparently with an aim of pursuing his rights under ERISA—which allows an ERISA plan

beneficiary to pursue court action if he is dissatisfied with an

administrative determination of his ERISA benefits, 29

U.S.C. §§ 1132(a), 1133—Roden requested discovery from

ABC (which, by this point, had stepped into BBC’s shoes)

regarding the amount of benefits he was entitled to receive

under the SERP. 

At this point, ABC sought to remove Roden v. BBC from

the California courts to federal court claiming that Roden’s

discovery request had “transformed” the case into an ERISA

action, which is removable to federal court at the defendant’s

request. See Metro. Life Ins. Co. v. Taylor, 481 U.S. 58

(1987). The district court rejected this argument and

remanded the case back to the California courts.5

Undeterred, ABC filed its own action in federal district

court, requesting both a judgment that Roden breached his

contract with ABC by failing to repay his $337,500 loan

5

It surely did not pass the district court’s notice that ABC was attempting this maneuver after several years of litigation in the state court system,

most of which had yielded unfavorable results for ABC and its predecessor corporation. 

AMERISOURCEBERGEN v. RODEN 9703
(“Count I”), as well as a declaration of ABC’s duties and obligations to Roden under the SERP—namely, for a proper calculation of Roden’s SERP benefits (“Count II”). The district

court dismissed ABC’s two claims,6 relying on the basic

premise that resolving ABC’s claims at the federal level

would interfere with ongoing state court proceedings regarding almost-entirely overlapping issues.7

 ABC appealed to this

court, arguing that the district court erred in dismissing its

claims. 

Shortly before oral argument took place in this case, the

California Superior Court entered a second order implementing the Judgment (“Second Order”). The Second Order

declared that Roden was entitled to $14,432,141.74 in SERP

benefits but was not entitled to any forgiveness of the loans

he had taken from ABC under the Loan Program. Both parties

have appealed the Second Order to the California Court of

Appeal. 

In light of these recent developments—which ABC agrees

will squarely resolve the issue of Roden’s entitlement under

the SERP—ABC concedes that the district court was within

its discretion to decline to entertain Count II. See 28 U.S.C.

§ 2201 (“In a case of actual controversy within its jurisdic6Because it dismissed ABC’s claims outright, the district court did not

reach the issue of whether the federal proceedings should be stayed pending conclusion of the state court proceedings, a remedy Roden requested

if his motion to dismiss was denied. 

7Specifically, the district court dismissed Count I on the basis of the

Younger abstention doctrine, and dismissed Count II based on three independent grounds: (1) the federal court must abstain under Younger; (2) the

court should not exercise its discretion to entertain ABC’s request for

declaratory relief; and (3) ABC failed to state a claim because it failed to

allege facts sufficient to demonstrate that it qualified as a “fiduciary” of

an ERISA-governed plan. The district court, however, rejected Roden’s

arguments that dismissal of both counts was required by the AntiInjunction Act, 28 U.S.C. § 2283, and the Rooker-Feldman doctrine, as

well as his argument that dismissal of Count II was required under the

removal statute, 28 U.S.C. § 1446(b). 

9704 AMERISOURCEBERGEN v. RODEN
tion, . . . any court of the United States . . . may declare the

rights and other legal relations of any interested party . . . .”

(emphasis added)); Gov’t Employees Ins. Co. v. Dizol, 133

F.3d 1220, 1225 (9th Cir. 1998) (en banc) (“If there are parallel state proceedings involving the same issues and parties

pending at the time the federal declaratory action is filed,

there is a presumption that the entire suit should be heard in

state court.”). We are thus called upon to decide only whether

the district court properly dismissed Count I.

DISCUSSION

If the district court had the same discretion to decline to

hear claims for monetary damages as it does to decline to hear

claims for declaratory relief, we would surely uphold the dismissal of Count I. Parties should be strongly discouraged

from attempting to drag federal courts into disputes already

significantly underway in state courts. 

Moreover, we regret the significant expense—both to the

parties and to the two already overburdened court systems—

caused by ABC’s decision to file its state-law-governed

breach of contract claim in federal court when it could have

just as easily filed the very same claim in the California

courts, which have been competently handling these matters

for over six years. 

Nevertheless, we are aware of the “virtually unflagging

obligation of the federal courts to exercise the jurisdiction

given them,” Colo. River Water Conservation Dist. v. United

States, 424 U.S. 800, 817 (1976), and must decide whether

the district court properly understood the scope of this obligation when it dismissed Count I under the doctrine announced

in Younger v. Harris, 401 U.S. 37, 41 (1971). We conclude

that it did not and that Count I was improperly dismissed

under Younger. We also conclude that dismissal of Count I

cannot be affirmed under either the Anti-Injunction Act, 28

U.S.C. § 2283, or the Rooker-Feldman doctrine. We therefore

AMERISOURCEBERGEN v. RODEN 9705
reverse the dismissal of Count I and remand to the district

court for further proceedings. 

I. Younger Abstention

[1] The Younger abstention doctrine, as originally articulated by the Supreme Court, “forbid[s] federal courts [from]

stay[ing] or enjoin[ing] pending state court proceedings.”

Younger, 401 U.S. at 41. Roden argues that allowing ABC’s

breach of contract claim to proceed in federal court would be

the functional equivalent of enjoining the ongoing postjudgment proceedings in Roden v. BBC and, thus, that the

Younger doctrine required the federal court to abstain from

considering, and thereby dismiss, Count I. 

[2] ABC counters that, although its breach of contract claim

may create a potential for conflict with the enforcement of a

single state court judgment, this is an insufficient basis for

federal court abstention under Younger. Specifically, ABC

argues that the district court incorrectly stated the Younger

doctrine’s elements and improperly expanded the “important

state interest” and “conflict” elements to encompass minimal

state interests and potential conflicts. After reviewing the district court’s dismissal de novo, see Gilbertson v. Albright, 381

F.3d 965, 982 n.19 (9th Cir. 2004) (en banc), we agree and

hold that the district court had a “duty . . . to adjudicate [the]

controversy properly before it,” Champion Int’l Corp. v.

Brown, 731 F.2d 1406, 1408 (9th Cir. 1984), even if “adjudicating” this particular controversy would have amounted to

little more than a ministerial entry of judgment based on the

collateral estoppel effects of decisions already made by the

California courts. 

A. Abstention and the Younger Elements

The district court dismissed Count I after concluding that

“[o]n balance, it appears that all three elements of Younger

abstention are met.” 

9706 AMERISOURCEBERGEN v. RODEN
[3] However, when a federal plaintiff seeks monetary damages (rather than injunctive or declaratory relief) in a case

requiring abstention under Younger, dismissal is not the

appropriate procedural remedy. See Gilbertson, 381 F.3d at

968. As the Gilbertson court held, although “Younger principles apply to actions at law as well as for injunctive or declaratory relief . . . , federal courts should not dismiss actions

where damages are at issue; rather, damages actions should be

stayed until the state proceedings are completed.” Id. (emphasis added). Accordingly, even if abstention under Younger

were required as to Count I, the district court should have

stayed ABC’s federal suit pending the conclusion of Roden v.

BBC in the California court system, rather than dismissing

Count I altogether. 

In addition, balancing the Younger elements, rather than

determining whether each element, on its own, is satisfied,

conflicts with the requirement that federal courts abstain only

in those cases falling within the “carefully defined” boundaries of federal abstention doctrines. New Orleans Pub. Serv.,

Inc. v. Council of City of New Orleans, 491 U.S. 350, 359

(1989) (“NOPSI”). As virtually all cases discussing these doctrines emphasize, the “limited circumstances in which . . .

abstention by federal courts is appropriate . . . ‘remain the

exception rather than the rule,’ ” Green v. City of Tucson, 255

F.3d 1086, 1089 (9th Cir. 2001) (en banc) (quoting NOPSI,

491 U.S. at 359), rev’d on other grounds by Gilbertson, 381

F.3d at 968-69, and, thus, when each of an abstention doctrine’s requirements are not strictly met, the doctrine should

not be applied. See Middlesex County Ethics Comm. v. Garden State Bar Ass’n, 457 U.S. 423, 431-34, 437 (1982)

(abstaining only after determining that each element of Younger doctrine was satisfied); NOPSI, 491 U.S. at 372-73 (not

abstaining when one element of Younger doctrine was not satisfied). 

Finally, there are actually four elements that must be satisfied before the Younger doctrine requires abstention. The disAMERISOURCEBERGEN v. RODEN 9707
trict court recognized only three of them, apparently taking

cues from a number of our cases that have focused on only the

three “Middlesex elements”

8

 and agreeing with Roden that, to

the extent a fourth element ever existed, this court’s en banc

decision in Gilbertson did away with it. See Gilbertson, 381

F.3d at 968-69 (en banc) (“[W]e recede from our statements

in Green v. City of Tucson, 255 F.3d 1086, 1098, 1102 (9th

Cir. 2001) (en banc), that direct interference is a threshold

requirement, or element, of Younger abstention . . . .” )).

According to the district court, abstention is required whenever “(1) there are ongoing state judicial proceedings; (2) the

proceedings implicate important state interests; and (3) the

state proceedings provide the plaintiff with an adequate

opportunity to raise federal claims,” Meredith v. Oregon, 321

F.3d 807, 817 (9th Cir. 2003) (citing Middlesex, 457 U.S. at

432), even if the federal action does not enjoin the ongoing

state court proceedings or have the practical effect of doing

so. 

[4] This is incorrect. As Gilbertson makes clear, while

there are only three “threshold elements” to application of

Younger, there is a vital and indispensable fourth element: the

policies behind the Younger doctrine must be implicated by

the actions requested of the federal court. In the language of

the Gilbertson court: 

If a state-initiated proceeding is ongoing, and if it

implicates important state interests . . . , and if the

federal litigant is not barred from litigating federal

constitutional issues in that proceeding, then a federal court action that would enjoin the proceeding, or

have the practical effect of doing so, would interfere

in a way that Younger disapproves. 

8

See, e.g., Canatella v. California, 404 F.3d 1106, 1109-10 (9th Cir.

2005); Green, 255 F.3d at 1091; Commc’ns Telesystems Int’l. v. Cal. Pub.

Util. Comm’n, 196 F.3d 1011, 1015 (9th Cir. 1999); Woodfeathers, Inc. v.

Washington County, Or., 180 F.3d 1017, 1020 (9th Cir. 1999); Partington

v. Gedan, 880 F.2d 116, 121 (9th Cir. 1989). 

9708 AMERISOURCEBERGEN v. RODEN
381 F.3d at 978 (emphases in original). Thus, once the three

Middlesex elements are satisfied, the court does not automatically abstain, but abstains only if there is a Younger-based

reason to abstain—i.e., if the court’s action would enjoin, or

have the practical effect of enjoining, ongoing state court proceedings. Id.9

[5] Accordingly, abstaining under Younger as to Count I

was proper only if all four Younger requirements were strictly

satisfied. ABC concedes the first and third threshold elements,

and we agree they were both met here: the post-judgment proceedings in Roden v. BBC were ongoing, and ABC had an

opportunity to raise its federal claims in these state court proceedings.10 As to the second threshold element and the fourth

element, however, we find that they were not met here and,

thus, that Younger abstention was improper in this case. 

B. Younger Abstention Improper Because No Important

State Interest Implicated

The second threshold element of Younger is satisfied when

“the State’s interests in the [ongoing] proceeding are so

important that exercise of the federal judicial power would

disregard the comity between the States and the National

9As to Roden’s contention that Gilbertson did away with the fourth element, Gilbertson did overrule Green’s holding that “ ‘direct interference’

is a threshold requirement . . . of Younger abstention,” 381 F.3d at 968-69

(emphasis added), but it left intact the more general requirement that some

interference with state court proceedings is a necessary—and, indeed,

motivating—element of the Younger doctrine, see id. at 976 (“There is no

doubt that interference with state proceedings is at the core of the comity

concern that animates Younger.”); id. at 976-77 (“[I]nterference is

undoubtedly the reason for Younger restraint, or the end result to be

avoided. However, the Supreme Court has never required that interference

be ‘direct’ in the manner we described in Green.”). 

10Note that, here, the third element is automatically satisfied because

Count I is a state law breach of contract claim and, accordingly, raises no

federal questions whatsoever. 

AMERISOURCEBERGEN v. RODEN 9709
Government.” Pennzoil Co. v. Texaco, Inc., 481 U.S. 1, 11

(1987). The district court reasoned that, because California

has an “admittedly . . . important interest in the enforcement

of its judgment and orders,” and because resolving ABC’s

breach of contract claim in federal court could potentially

create a conflict with the First Order (which partially resolved

Roden’s obligations under the Loan Program), the second

threshold element “weigh[ed] in favor of abstention.”

11

The Supreme Court has noted that states “have important

interests in administering certain aspects of their judicial systems,” and that, in particular, states have an interest in “enforcing the orders and judgments of their courts.” Pennzoil,

481 U.S. at 12-13. Taken out of context, these statements suggest that California’s interest in enforcing the judgment in this

particular case is of sufficient importance to meet Younger’s

second threshold element. But we have made it clear that

“[t]he importance of the [state’s] interest is measured by considering its significance broadly, rather than by focusing on

the state’s interest in the resolution of an individual case.”

Baffert v. Cal. Horse Racing Bd., 332 F.3d 613, 618 (9th Cir.

2003); see also Champion Int’l, 731F.2d at 1408 (“[A] challenge[ ] [to] only one . . . order, not the whole procedure” is

“not a substantial enough interference with [a state’s] administrative and judicial processes to justify abstention.”). 

Accordingly, binding precedent prevents the court from

finding that California’s interest in enforcing this one particular judgment—as opposed to a state’s wholesale interest in

preserving its procedure for posting an appeal bond, see Pennzoil, 481 U.S. at 12-14, or its interest in retaining a particular

contempt of court scheme, see Juidice v. Vail, 430 U.S. 327,

330, 335 (1977)—qualifies as sufficiently “important” to satisfy Younger’s second threshold element. 

11As discussed above, the district court’s decision to balance, or weigh,

the Younger factors was in error. 

9710 AMERISOURCEBERGEN v. RODEN
Cognizant of this reality, Roden argues that California’s

interest in adjudicating conflicts in a timely fashion—as evidenced by its express goal of resolving seventy-five percent

of civil cases within a year of filing, see Cal. Gov’t Code

§ 68603; Cal. Rules of Ct., std. 2.2(f)(1)—should qualify as

sufficiently “important” for Younger abstention purposes. To

support this argument, Roden cites a number of California and

federal cases for the basic—and undisputed—proposition that

courts have an interest in prompt resolution of the cases on

their dockets. 

[6] While true, this is not the type of “important state interest” that animates the Younger abstention doctrine. The goal

of Younger abstention is to avoid federal court interference

with uniquely state interests such as preservation of these

states’ peculiar statutes, schemes, and procedures. Roden cites

no case, nor could he, holding that federal courts should

abstain in favor of state courts when a universal judicial

interest—such as the prompt resolution of cases—is at stake.12

Because neither California’s interest in enforcement of a single state court judgment nor its interest in judicial efficiency

is sufficiently important to satisfy Younger’s second threshold

element, the district court erred when it found this element

satisfied. 

C. Younger Abstention Improper Because Ongoing State

Court Proceedings Would Not Be Actually or

Effectively Enjoined 

[7] Although we would be obligated to find the district

court’s decision to abstain under Younger erroneous based

12Moreover, hearing ABC’s breach of contract claim in federal court

may actually further (rather than detract from) the goal of expeditious case

resolution, as there is currently no claim pending in the California Superior Court requiring a determination of Roden’s liability under the Loan

Program, and there is no means by which the California Superior Court

could order Roden to repay ABC (if, in fact, he is legally obligated to do

so) based on the claims currently pending before it. 

AMERISOURCEBERGEN v. RODEN 9711
solely on the lack of an important state interest, see supra Part

I.A, we also think it wise to address the district court’s

implicit finding that a potential conflict with ongoing state

court proceedings is sufficient to meet the fourth element of

Younger abstention.13 As the Supreme Court has held, “the

mere potential for conflict in the results of adjudications does

not, without more, warrant staying exercise of federal jurisdiction,” much less abdicating it entirely. Colo. River, 424

U.S. at 816. Rather, abstention is only appropriate in the narrow category of circumstances in which the federal court

action would actually “enjoin the [ongoing state] proceeding,

or have the practical effect of doing so.” Gilbertson, 381 F.3d

at 978. 

[8] Here, deciding Count I would neither enjoin, nor have

the practical effect of enjoining, the post-judgment proceedings in California Superior Court; after all, Roden has not yet

filed any post-judgment motion in California Superior Court

disputing his obligation to repay the loan, and ABC has not

yet filed a counterclaim in the state court proceedings

attempting to enforce its right to receive repayment. Thus, the

district court’s finding of an abstention-worthy conflict based

on a potential for conflict was erroneous. 

Roden’s counterargument—that the requisite “interference

with ongoing state proceedings” occurs whenever the relief

sought in federal court would, if entertained, likely result in

a judgment whose preclusive effect would prevent the state

court from independently adjudicating the issues before it—

has also been rejected. As explained by this court in Green,

255 F.3d at 1097, rev’d on other grounds by Gilbertson, 381

F.3d at 968-69:

13See AmerisourceBergen Corp. v. Roden, No. 04-1061 (C.D. Cal. Feb.

1, 2005) (order granting motion to dismiss) (“[Although] the issues in

[ABC’s] federal complaint are not necessarily coextensive with the state

court proceedings, [they are] substantially related to the claims in the state

court proceeding [and, thus,] any decision in the federal forum could

potentially conflict with the state court proceedings.”). 

9712 AMERISOURCEBERGEN v. RODEN
[T]he possibility of a race to judgment is inherent in

a system of dual sovereigns and, in the absence of

“exceptional” circumstances, [Colo. River, 424 U.S.]

at 818, . . . that possibility alone is insufficient to

overcome the weighty interest in the federal courts

exercising their jurisdiction over cases properly

before them. 

Indeed, the Supreme Court has rejected the notion that federal courts should abstain whenever a suit involves claims or

issues simultaneously being litigated in state court merely

because whichever court rules first will, via the doctrines of

res judicata and collateral estoppel, preclude the other from

deciding that claim or issue. See Vendo Co. v. Lektro-Vend

Corp., 433 U.S. 623, 641-42 (1977); Atl. Coast Line R.R. Co.

v. Bhd. of Locomotive Eng’rs, 398 U.S. 281, 295-96 (1970).

Kline v. Burke Const. Co., 260 U.S. 226 (1922); see also Noel

v. Hall, 341 F.3d 1148, 1159 (9th Cir. 2003); Bennett v.

Medtronic, Inc., 285 F.3d 801, 806-07 (9th Cir. 2002).

Although abstention to avoid concurrent, duplicative litigation

is available in some very limited circumstances—in particular, when the requested relief in federal court is a declaratory

judgment, see Wilton v. Seven Falls Co., 515 U.S. 277 (1995)

—the general rule remains that stated in Kline, 260 U.S. at

230:

Each court is free to proceed in its own way and in

its own time, without reference to the proceedings in

the other court. Whenever a judgment is rendered in

one of the courts and pleaded in the other, the effect

of that judgment is to be determined by the application of the principles of res [judicata and collateral

estoppel] by the court in which the action is still

pending in the orderly exercise of its jurisdiction, as

it would determine any other question of fact or law

arising in the progress of the case. 

AMERISOURCEBERGEN v. RODEN 9713
Thus, as long as the action requested of the federal court—

here, issuing an ordinary judgment requiring an individual to

pay breach of contract damages—does not enjoin or “have the

practical effect of” enjoining the ongoing state court

proceedings—here, California’s post-judgment proceedings in

Roden v. BBC—then abstention is not warranted. See Gilbertson, 381 F.3d at 978. It is clear to us that retaining jurisdiction

over, and proceeding with, Count I would not have enjoined

or in any way impeded the ongoing litigation in Roden v.

BBC. Rather, the Roden v. BBC proceedings would have been

free to continue simultaneously with the federal suit, and

ABC would have simply been bound by the rulings of the

California state courts under the doctrine of collateral estoppel

to the extent the state courts decided the relevant issues before

the federal court did.14 Concurrent consideration, not abstention, is the solution, and the district court therefore erred in

finding that the potential conflict was one the Younger doctrine required the court to avoid. See Colo. River, 424 U.S. at

817-20. 

[9] For the reasons discussed above, the district court erred

in dismissing Count I on the basis of Younger abstention. As

the following two sections explain, although this court “may

affirm on any basis supported by the record even if the district

court did not rely on that basis,” Count I cannot be dismissed

under either the Anti-Injunction Act, 28 U.S.C. 2283, or the

Rooker-Feldman doctrine. United States v. Washington, 969

F.2d 752, 755 (9th Cir. 1992) (internal quotation marks and

citation omitted)).15

14Indeed, since ABC instituted its federal action, the California Superior

Court has made a further determination regarding Roden’s obligation to

repay his $337,500 loan: in its Second Order, the court decided that Roden

was not entitled to any loan forgiveness on loans he had taken from ABC

under the Loan Program. 

15Roden also argues that dismissal of Count I should be affirmed either

because ABC’s filing of its federal complaint was the functional equivalent of an untimely removal under 28 U.S.C. § 1446(b) or because BBC’s

9714 AMERISOURCEBERGEN v. RODEN
II. Anti-Injunction Act, 28 U.S.C. § 2283

[10] The Anti-Injunction Act prohibits federal courts from

“grant[ing] an injunction to stay proceedings in a State court

except as expressly authorized by Act of Congress, or where

necessary in aid of its jurisdiction, or to protect or effectuate

its judgments.” 28 U.S.C. § 2283. Whereas the Younger doctrine has been expanded to prohibit federal courts from issuing an injunction or its functional equivalent when doing so

would interfere with an ongoing state court proceeding, the

plain language of § 2283 speaks only to actual injunctions.

Count I of ABC’s federal complaint does not request an

injunction; thus, the Anti-Injunction Act does not require its

dismissal. 

[11] Moreover, even if the statute still applies to certain

requests for declaratory relief, see H.J. Heinz Co. v. Owens,

189 F.2d 505 (9th Cir. 1951)16 —a remedy closely related to

a formal injunction—it certainly does not apply to requests

for money damages that, if granted, would render state court

litigation nugatory due to preclusion doctrines. This could

arguably be the province of the judicially created Younger

doctrine, but is certainly not the province of an unambiguous

statute that says nothing about the type of relief ABC requests

in Count I. Because abstention is improper under Younger, it

is a fortiori improper under the Anti-Injunction Act, and this

theory of dismissal is rejected. 

counsel orally entered into a “forum selection agreement” during a Superior Court hearing providing that all claims would be heard in the California Superior Court. Both arguments are raised for the first time on appeal;

thus, the court will not consider them. United States v. Alisal Water Corp.,

370 F.3d 915, 923 (9th Cir. 2004). 

16While the relevant holding of H.J. Heinz—that a federal court abuses

its discretion under 28 U.S.C. § 2201 to issue a declaratory judgment

when doing so would conflict, in principle, with the Anti-Injunction Act—

may not be good law now that the Younger doctrine has come into existence and essentially supplanted the need for this particular aspect of the

H.J. Heinz holding, we express no opinion on this matter. 

AMERISOURCEBERGEN v. RODEN 9715
III. Rooker-Feldman Doctrine 

[12] “The Rooker-Feldman doctrine provides that federal

district courts lack jurisdiction to exercise appellate review

over final state court judgments.” Henrichs v. Valley View

Dev., 474 F.3d 609, 613 (9th Cir. 2007); see also Rooker v.

Fid. Trust Co., 263 U.S. 413 (1923); D.C. Ct. App. v. Feldman, 460 U.S. 462 (1983). Roden argues that this doctrine

prohibits the district court from entertaining ABC’s breach of

contract action because doing so would effectively reverse the

California Superior Court’s decision that it—not a federal

court—would interpret and enforce the original judgment in

Roden v. BBC. 

[13] Roden’s argument is incorrect and demonstrates a misunderstanding of the Rooker-Feldman doctrine. ABC did not

ask the district court to interpret or enforce the Roden v. BBC

judgment, nor did it seek to reverse any of the California

Superior Court’s decisions; indeed, Count I makes no mention

of the state court’s Judgment whatsoever. Rather, the most

ABC has asked a federal court to do is redress an injury (i.e.,

its alleged loss of $337,500 plus interest) that the California

court has chosen not to redress.17 As this court recently

explained in Henrichs, 474 F.3d at 614, “[p]reclusion, not

Rooker-Feldman, applies when ‘a federal plaintiff complains

of an injury that was not caused by the state court, but which

the state court has previously failed to rectify.’ ” (quoting

Noel v. Hall, 341 F.3d 1148, 1164 (9th Cir. 2003)). 

[14] Thus, even if all of ABC’s contentions with regard to

its breach of contract claim had been resolved adversely to

ABC in state court—a scenario belied by the First and Second

Orders issued by the California Superior Court, which have

17In fact, ABC is not even doing this much, as it is content with the substance of the California Superior Court’s Judgment and Orders finding

Roden’s loan due as of November 30, 2002 (First Order) and finding

Roden ineligible for any loan forgiveness (Second Order). 

9716 AMERISOURCEBERGEN v. RODEN
both come out in ABC’s favor with respect to Roden’s obligations under the Loan Program—Rooker-Feldman would not

bar ABC’s federal claim; rather, res judicata or collateral

estoppel would. Accordingly, this theory of dismissal is

rejected, as well. 

CONCLUSION

It appears that ABC’s federal action is an attempt to secure

a binding and enforceable court judgment requiring Roden to

repay the $337,500 loan previously extended to him by BBC.

Although most of the essential issues have already been

decided in state court (and thus collateral estoppel will presumably forbid relitigation of these issues in federal court),

there is no legal doctrine preventing ABC from asking a federal court—rather than a state court—to enter an enforceable

judgment against Roden, if one be appropriate. While ABC

offers no explanation for its choice of forum—indeed, it

seems that it would have been equally effective, and far more

efficient, for ABC to seek a breach of contract judgment in

state court—this court is powerless to prevent ABC from

exercising its right, as a plaintiff, to choose its forum. Indeed,

because dismissal of Count I cannot be justified under Younger, the Anti-Injunction Act, or the Rooker-Feldman doctrine,

the district court’s order must be reversed in part, and Count

I must be remanded to the district court for further proceedings. 

AFFIRMED IN PART; REVERSED AND

REMANDED IN PART. Costs on appeal to Appellants. 

FERGUSON, Circuit Judge, concurring: 

This case concerns a district court’s efforts to promote judicial economy and counter an apparent attempt at forumshopping. Despite our appreciation of the district court’s posiAMERISOURCEBERGEN v. RODEN 9717
tion and our frustration with the plaintiff’s strategy, we are, as

the majority explains, forced to reverse the decision below. I

write separately to clarify what I understand to be the doctrinal conundrum before us. Ultimately, the problem of duplicative litigation will require legislative redress. 

Younger v. Harris, 401 U.S. 37, 43-44 (1971), reflects a

“longstanding public policy against federal court interference

with . . . state functions.” I agree with the majority that the

principles of Younger do not apply to this case, where the

only remaining claim in the federal forum concerns collection

on a loan. However, in my view, our consideration of the

duplicative state and federal proceedings would be incomplete

without discussion of Colorado River Water Conserv. Dist. v.

United States, 424 U.S. 800, 817-19 (1976), which provides

the only abstention-like1 doctrine founded primarily on the

interest of judicial economy. See James C. Rehnquist, Taking

Comity Seriously: How to Neutralize the Abstention Doctrine,

46 Stan. L. Rev. 1049, 1092 (1994); Rex E. Lee & Richard

G. Wilkins, An Analysis of Supplemental Jurisdiction and

Abstention with Recommendations for Legislative Action,

1990 BYU L. Rev. 321, 356-57 (1990). 

Colorado River held that, even where a “case falls within

none of the abstention categories, there are principles unrelated to considerations of proper constitutional adjudication

and regard for federal-state relations which govern in situations involving the contemporaneous exercise of concurrent

jurisdictions, either by federal courts or by state and federal

courts. These principles rest on considerations of wise judicial

administration, giving regard to conservation of judicial

1Although sometimes referred to as such, the Colorado River doctrine

is technically not a form of abstention. 424 U.S. at 813 (“We hold that the

dismissal cannot be supported under th[e] doctrine [of abstention] in any

of its forms.”); see Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp.,

460 U.S. 1, 14 (1983) (explaining basis of Colorado River); Holder v.

Holder, 305 F.3d 854, 867 n.4 (9th Cir. 2002). 

9718 AMERISOURCEBERGEN v. RODEN
resources and comprehensive disposition of litigation.” 424

U.S. at 817 (internal punctuation omitted) (quoting Kerotest

Mfg. Co. v. C-O-Two Fire Equip. Co., 342 U.S. 180, 183

(1952)). 

Colorado River enumerated four factors that courts may

consider in determining whether “considerations of wise judicial administration” outweigh the duty to exercise federal

jurisdiction: (1) whether the state court was the first to assume

jurisdiction over a property; (2) the relative inconvenience of

the federal forum; (3) the desirability of avoiding piecemeal

litigation; and (4) the order in which the courts obtained jurisdiction. 424 U.S. 818. In Moses Cone, 460 U.S. at 23, the

Supreme Court added two more considerations: (5) whether

federal law provides the rule of decision on the merits; and (6)

whether the state court proceeding can adequately address the

rights of the federal plaintiff. Our circuit has also added—and

repeatedly emphasized—another factor: (7) whether the exercise of jurisdiction would encourage forum-shopping. Fireman’s Fund Ins. Co. v. Quackenbush, 87 F.3d 290, 297 (9th

Cir. 1996); see, e.g., Holder, 305 F.3d at 870, 871; Nakash v.

Marciano, 882 F.2d 1411, 1417 (9th Cir. 1989). 

These factors appear to weigh against the exercise of federal jurisdiction in the case before us, but the Supreme

Court’s strict interpretation of Colorado River makes clear

that the current doctrine cannot solve the problem we face.

See Moses Cone, 460 U.S. at 25-26 (“[W]e emphasize that

our task . . . is not to find some substantial reason for the exercise of federal jurisdiction by the district court; rather, the task

is to ascertain whether there exist ‘exceptional’ circumstances, the ‘clearest of justifications,’ that can suffice under

Colorado River to justify the surrender of that jurisdiction.”).

“The issue . . . is not simply whether state court is a ‘better’

forum” to resolve the issues pending before the federal court.

Travelers Indem. Co. v. Madonna, 914 F.2d 1364, 1369 (9th

Cir. 1990). Colorado River applies only in “exceptional

cases,” and such cases are “exceedingly rare.” Smith v. Cent.

AMERISOURCEBERGEN v. RODEN 9719
Ariz. Water Conserv. Dist., 418 F.3d 1028, 1033 (9th Cir.

2005). “[T]he [general] rule [remains] that the pendency of an

action in the state court is no bar to proceedings concerning

the same matter in the [f]ederal court having jurisdiction.”

Colorado River, 424 U.S. at 817 (quotation and internal punctuation omitted). Because the case before the panel presents

an ordinary contract dispute, I do not believe that Colorado

River permits the district court to decline to exercise jurisdiction. See Travelers Indemn., 914 F.2d at 1369 (stay vacated

where “ordinary contract and tort issues”); Neuchatel Swiss

Gen’l Ins. Co. v. Luftansa Airlines, 925 F.2d 1193, 1995 (9th

Cir. 1991) (stay vacated where “unexceptional commercial

dispute”); but see Nakash, 882 F.2d at 1415 (affirming stay in

trademark case); id. (stating that the language of “exceptional

circumstances” and a “virtually unflagging obligation”

“somewhat overstates the law”). 

Nonetheless, I question whether this outcome serves the

principles underlying Colorado River. The Supreme Court’s

decision was based on “considerations of wise judicial administration, giving regard to conservation of judicial resources

and comprehensive disposition of litigation.” 424 U.S. at 817.

I appreciate the strict requirement that federal courts exercise

their jurisdiction in federal question jurisdiction cases but am

unconvinced of the value of this approach in diversity matters,

particularly where a state suit was filed prior to a federal

action.

Colorado River highlighted the factor of which court was

first in time. Id. at 818. More recently, Moses Cone, 460 U.S.

at 23-25, emphasized the significance of whether federal law

provides the rule of decision on the merits. In my view, where

a nearly identical case is already pending in state court and

there is clearly no federal question before the federal court,

the latter forum should be permitted to stay its proceeding

pending the outcome of the state suit. 

The procedural history of the instant matter provides just

one example of the problems that remain unresolvable within

9720 AMERISOURCEBERGEN v. RODEN
our current statutory scheme. Roden filed a state action

against AmerisourceBergen’s predecessor in 1995. Five years

later, after settlement and an appeals process, AmerisourceBergen attempted to remove the proceeding to federal court,

alleging federal question jurisdiction. Finding no federal law

claim, the district court remanded the action to the state

forum. AmerisourceBergen responded by initiating this federal lawsuit, which the district court then dismissed on the

ground of Younger abstention. 

The timing of these lawsuits makes us particularly sympathetic to the judicial economy concerns prioritized by the district court. I note that we could affirm the district court’s

decision to defer to the forum where the first suit was filed if

that first court had been a federal court. When two cases

involving the same parties and issues are filed in two different

federal districts, the first-to-file rule permits the second district court to exercise its discretion to transfer, stay, or dismiss

the second suit in the interests of efficiency and judicial economy. Cedars-Sinai Med. Ctr. v. Shalala, 125 F.3d 765, 769

(9th Cir. 1997). 

Awkwardly, it is only because the court presiding over

Roden’s lawsuit is a state court that we do not permit deference to it. Our reason is federal courts’ “virtually unflagging

obligation to exercise the jurisdiction given them.” Holder,

305 F.3d at 867 (quoting Colorado River, 424 U.S. at 817).

In the context of diversity cases such as this one, however,

perhaps the obligation should be redefined. 

As we recognized almost three decades ago, 

The need for fashioning a flexible response to the

issue of concurrent jurisdiction has become more

pressing in this day of increasingly crowded federal

dockets . . . . [I]ncreasing calendar congestion in the

federal courts makes it imperative to avoid concurrent litigation in more than one forum whenever conAMERISOURCEBERGEN v. RODEN 9721
sistent with the rights of the parties. A court may

choose not to exercise its jurisdiction when another

court having jurisdiction over the same matter has

entertained it and can achieve the same result. 

Church of Scientology of Cal. v. U.S. Dep’t of Army, 611 F.2d

738, 750 (9th Cir. 1979) (quotation and internal punctuation

omitted). That rationale applies today with equal, if not

greater, force. 

The majority is correct that current abstention doctrine

mandates a reversal, but this case presents a problem that

requires a larger solution. Although the Colorado River doctrine does not provide a basis for the dismissal below, its

underlying principle of wise judicial administration counsels

in favor of permitting a stay. The first-to-file rule, crafted in

the interest of judicial economy, allows a federal district court

to stay a proceeding where another matter involving the same

issues and parties is already pending before a different district

court. Similarly, where the first suit was filed in a state court

and the second suit is a diversity jurisdiction case with no federal question at issue, I believe the federal court should maintain the discretion to stay its proceeding pending the outcome

in the state forum. Absent legislation to that effect, however,

I must concur.

9722 AMERISOURCEBERGEN v. RODEN