Notice: This opinion is subject to formal revision before publication in the Atlantic 

and Maryland Reporters. Users are requested to notify the Clerk of the Court of 

any formal errors so that corrections may be made before the bound volumes go 

to press.

DISTRICT OF COLUMBIA COURT OF APPEALS

No. 21-CV-0356

ELIZABETH ANN SUM-SLAUGHTER, APPELLANT,

v.

FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC., APPELLEE.

Appeal from the Superior Court

of the District of Columbia

(2020-CA-004114-B)

(Hon. Florence Pan, Trial Judge)

(Argued May 24, 2022 Decided August 15, 2024)

Chelsea Bauer, with whom Catherine Hedgeman was on the brief, for 

appellant. 

Kathleen Warin, with whom Betty G. Brooks was on the brief, for appellee. 

Before BECKWITH* and DEAHL, Associate Judges, and GLICKMAN,

† Senior 

Judge.

 * Associate Judge AliKhan was assigned to this case originally. Following 

her appointment to the U.S. District Court for the District of Columbia, effective 

December 12, 2023, Judge Beckwith was assigned to take her place on the panel.

† Judge Glickman was an Associate Judge of the court at the time of argument. 

He began his service as a Senior Judge on December 21, 2022.
2

GLICKMAN, Senior Judge: Elizabeth Ann Sum-Slaughter appeals the Superior 

Court’s dismissal of her complaint against the Financial Industry Regulatory 

Authority (FINRA). Ms. Sum-Slaughter is a financial advisor who is registered with 

FINRA to conduct securities transactions with investors. She sued to obtain an order 

requiring FINRA to expunge information about a customer’s complaint against her 

from the publicly accessible database that FINRA is required to maintain by the 

Securities Exchange Act of 1934 (the “Exchange Act”). Ms. Sum-Slaughter alleged 

that the requested expungement is appropriate under FINRA’s own Rules and that

the Superior Court possesses “inherent equitable power” to order it and grant 

declaratory and permanent injunctive relief to prevent republication.

The Superior Court granted FINRA’s motion to dismiss Ms. Sum-Slaughter’s

complaint on grounds of collateral estoppel, based on the preclusive effect of a 

FINRA arbitration proceeding in which the arbitrator had denied Ms. SumSlaughter’s expungement request. Without reaching the merits of that rationale, we 

affirm the dismissal for a different reason. We hold that the Superior Court lacked 

jurisdiction over Ms. Sum-Slaughter’s lawsuit because Section 27(a) of the 

Exchange Act grants the federal district courts “exclusive jurisdiction” over “all suits 

in equity and actions at law brought to enforce any liability or duty created by [the 
3

Exchange Act] or the rules and regulations thereunder.”1

 In the absence of such 

jurisdiction in the courts of the District of Columbia, we refrain from addressing 

other issues raised by Ms. Sum-Slaughter’s complaint.

I.

FINRA, formerly called the National Association of Securities Dealers, Inc.,

plays a central role in the comprehensive regulation of the securities industry under 

the Exchange Act. That Act provides that most persons who wish to use any 

instrumentality of interstate commerce to transact in securities must join an 

association of brokers and dealers that is registered with the Securities and Exchange 

Commission as a national securities association.2

 FINRA is a registered national 

securities association, which the Exchange Act refers to as a “self-regulatory 

organization” (SRO).3 The Exchange Act requires registered SROs to adopt and 

enforce membership and conduct rules “designed to prevent fraudulent and 

manipulative acts and practices, to promote just and equitable principles of 

trade, . . . to remove impediments to and perfect the mechanism of a free and open 

 1 15 U.S.C. § 78aa(a). 

2 See 15 U.S.C. § 78o(a)(1), (b)(1).

3 See id. § 78s.
4

market and a national market system, and, in general, to protect investors and the 

public interest. . . .”4

 All Rules adopted by FINRA, including those relied upon by 

Ms. Sum-Slaughter in the present matter, must be approved by the SEC as consistent 

with the Exchange Act before they take effect.5

 Subject to SEC oversight, FINRA 

enforces its members’ compliance with those rules and with the federal securities 

laws,

6 and for violations it “can—indeed, must—levy sanctions that carry the force 

of federal law.”7

 The Exchange Act requires SROs themselves to comply with the 

Act, the SEC’s Rules, and their own rules.8

Under this regulatory scheme, an SRO is required to collect and maintain 

information about its member firms and their registered representatives, including 

“disciplinary actions, regulatory, judicial, and arbitration proceedings, and other 

information required by law, or exchange or association rule, and the source and

 4 Id. § 78o-3(b)(6).

5 Id. § 78s(b).

6 See id. §§ 78o-3(b)(2), 78s(b), 78s(g)(1), 78s(h).

7 Turbeville v. FINRA, 874 F.3d 1268, 1270 (11th Cir. 2017) (citing 15 U.S.C. 

§ 78o-3(b)(7)).

8 15 U.S.C. § 78s(g).
5

status of such information.”9 This includes information regarding customer 

disputes. FINRA maintains this information in its Central Registration Depository 

(CRD). Information about certain events, including some customer disputes, also 

must be made available to the public.

10 FINRA fulfills this obligation through its

“BrokerCheck” program, “an online database that contains a report on each currently 

and formerly registered broker.”11 As set forth in FINRA Rule 8312(g), certain 

categories of information are exempt or may be withheld from public disclosure; this 

includes “offensive or potentially defamatory language or information that raises 

significant identity theft, personal safety or privacy concerns that are not outweighed 

by investor protection concerns.”

The SEC has explained that the CRD database and BrokerCheck reports serve

securities regulators, the securities industry, and the public. “FINRA, state 

regulators, and other regulators use this information in connection with their 

 9 Id. § 78o-3(i)(5).

10 See id. § 78o-3(i)(1)(B)(i) (“A registered securities association 

shall . . . establish and maintain a toll-free telephone listing, and a readily accessible 

electronic or other process, to receive and promptly respond to inquiries 

regarding . . . registration information on its members and their associated 

persons[.]”).

11 Turbeville, 874 F.3d at 1271-72.
6

licensing and regulatory activities[,]” firms use it in making hiring decisions, and 

investors use it in choosing their brokers.12

FINRA’s Rules provide an administrative review process for brokers who 

dispute the “accuracy” of information in their BrokerCheck reports. Rule 8312(e) 

provides that if FINRA determines the information is inaccurate, it will “update, 

modify or remove” it as appropriate; otherwise, FINRA will not change the reported 

information.13 “A determination by FINRA, including a determination to leave 

unchanged or to modify or delete disputed information, is not subject to appeal.”14

There is, however, another route that may be pursued by members or 

associated persons seeking to “expunge” customer dispute information from the 

CRD system. As stated in FINRA Rule 2080, they “must obtain an order from a 

court of competent jurisdiction directing such expungement or confirming an 

 12 SEC Release No. 34-72649, 79 Fed. Reg. 43,809 (Jul. 22, 2014); see also

SEC Release No. 34-73966, 80 Fed. Reg. 546, 547 (Dec. 30, 2014) (“Having 

complete and accurate information in CRD is important to regulators, the industry, 

and the public.”).

13 See FINRA Rule 8312(e)(3)(A)-(B).

14 FINRA Rule 8312(e)(3)(C).
7

arbitration award containing expungement relief.”15 FINRA must be named as a 

party to any litigation seeking expungement relief, but it may waive that requirement 

if “the expungement relief is based on affirmative judicial or arbitral findings” that 

“the claim, allegation or information is factually impossible or clearly erroneous,” 

that “the registered person was not involved” in the alleged misconduct, or that “the 

claim, allegation or information is false.”16

FINRA also administers an arbitration forum to resolve intra-industry and

customer-initiated disputes in accordance with FINRA’s Codes of Arbitration 

Procedure, which are approved by the SEC.17 The arbitrators are independent 

 15 FINRA Rule 2080(a). A “court of competent jurisdiction” is not defined in 

FINRA’s Rules, but (as Ms. Sum-Slaughter acknowledges in her complaint) the 

term is understood to mean “a court with a grant of subject-matter jurisdiction 

covering the case before it.” Lightfoot v. Cendant Mortg. Corp., 580 U.S. 82, 92 

(2017).

16 FINRA Rule 2080(b)(1). In addition, Rule 2080(b)(2) provides that if the 

expungement relief is based on other judicial or arbitral findings, “FINRA, in its sole 

discretion and under extraordinary circumstances,” also may waive the obligation to 

name it as a party “if it determines that: (A) the expungement relief and 

accompanying findings on which it is based are meritorious; and (B) the 

expungement would have no material adverse effect on investor protection, the 

integrity of the CRD system or regulatory requirements.”

17 See 15 U.S.C. § 78s(b); Shearson/Am. Express v. McMahon, 482 U.S. 220, 

233-34 (1987) (explaining that the SEC has “expansive power to ensure the 

adequacy of the arbitration procedures employed by [an SRO]”).
8

contractors, not FINRA employees, and are selected by the parties.18 A broker 

seeking to expunge customer complaint information from their CRD and 

BrokerCheck reports may submit this claim to arbitration in the FINRAadministered forum, in accordance with FINRA Rule 13805.19 The version of this 

Rule in effect at all relevant times in this case provided that an award granting 

expungement of customer dispute information had to explain “which of the Rule 

2080 grounds for expungement” was the basis for the award and how those grounds 

“applie[d] to the facts of the case.”20

II.

Ms. Sum-Slaughter’s complaint in Superior Court names FINRA as the only 

defendant. The complaint seeks equitable relief in the form of an order requiring 

FINRA to expunge information relating to a particular customer dispute (referred to 

 18 See FINRA Rules 13214, 13400-13404. 

19 FINRA substantially amended this Rule in 2023. The amended Rule took 

effect on October 16, 2023. The version of the Rule in effect from August 17, 2009, 

to October 15, 2023, was the Rule that applied to Ms. Sum-Slaughter’s expungement 

request. 

20 Former FINRA Rule 13805(c). The current Rule continues this requirement 

of a finding based on the three grounds identified in Rule 2080, with greater 

specificity. See FINRA Rule 13805(c)(9)(A)(i).
9

as an “Occurrence”) from Ms. Sum-Slaughter’s CRD and BrokerCheck records, a 

declaratory judgment that the information should be expunged, and a permanent 

injunction against its future publication in her CRD and BrokerCheck reports. Citing

D.C. Code § 11-921(a)(2), the complaint states that the Superior Court has subject

matter jurisdiction to grant the requested relief as a “court of competent jurisdiction” 

within the meaning of FINRA Rule 2080 because it is a “court of general 

jurisdiction.”21 

As pertinent to the jurisdictional question before us, the complaint alleges the 

following.

Since April 2000, Ms. Sum-Slaughter has been registered with FINRA in 

connection with her employment by the firm of Merrill Lynch, Pierce, Fenner & 

Smith. At all relevant times, she was employed by Merrill Lynch as an 

Administrative Manager. In April 2011, a customer filed a claim in FINRA’s 

Dispute Resolution arbitration forum against Merrill Lynch, Ms. Sum-Slaughter, 

and three other employees of the firm, to recover losses on his options trading that 

 21 D.C. Code § 11-921(a)(2) provides for the Superior Court to have 

jurisdiction of “any civil action or other matter, at law or in equity” brought in the 

District of Columbia. However, § 11-921(b) adds the qualification that “[t]he 

Superior Court does not have jurisdiction over any civil action or other 

matter . . . over which exclusive jurisdiction is vested in a Federal court in the 

District of Columbia[.]”
10

he attributed to the fault of his brokers at the firm. As regards Ms. Sum-Slaughter, 

the customer claimed that she had failed to supervise his Merrill Lynch financial 

advisers. In June 2012, Merrill Lynch settled the claim by paying the customer 

$104,000. 

Ms. Sum-Slaughter did not participate in the settlement discussions or 

contribute to the settlement amount. She claims the customer’s complaint against 

her was meritless because, as an Administrative Manager at Merrill Lynch, she was 

never the customer’s financial adviser, nor was she compensated on the customer’s 

account or transactions; the customer was an experienced investor who knowingly 

engaged in aggressive, self-directed options trading despite repeated letters from 

Ms. Sum-Slaughter warning him of the risks; and she did not fail to supervise the 

Merrill Lynch brokers who were the customer’s financial advisers. 

In accordance with FINRA Rules, Merrill Lynch reported the 2011 customer 

dispute to FINRA, and FINRA maintained information about the dispute in 

Ms. Sum-Slaughter’s CRD record and published some of that information in her

BrokerCheck report. The BrokerCheck entry, which is in the record on appeal as an 

exhibit to FINRA’s motion to dismiss the complaint, stated only that the allegation 

against Ms. Sum-Slaughter was a “failure to supervise” in connection with 

transactions involving mutual fund options; the customer claimed damages of 
11

$262,541; the claim was settled for $104,000; and Ms. Sum-Slaughter contributed 

no money to the settlement. In addition, the BrokerCheck entry included Ms. SumSlaughter’s response that she was not involved in the underlying transactions, was 

named solely in her role as a supervisor, and did not contribute monetarily to the 

settlement.

Several years later, in November 2018, Ms. Sum-Slaughter filed a claim in 

FINRA’s arbitration forum seeking expungement of the customer’s complaint from 

her CRD and BrokerCheck records pursuant to FINRA Rule 2080. Merrill Lynch, 

named as the respondent, filed an answer stating it took no position regarding the 

expungement request. On May 23, 2019, the arbitrator assigned to the case executed 

an award denying Ms. Sum-Slaughter’s expungement request. Although the full 

contents of the award are not set forth in her Superior Court complaint, the award is 

in the record as an exhibit to FINRA’s motion to dismiss. It states that Ms. SumSlaughter was represented by counsel, that the arbitrator conducted a recorded 

telephonic hearing in which Ms. Sum-Slaughter presented evidence and argument 

on her request for expungement, and that Merrill Lynch participated and did not 

contest the request. (The customer, who had been notified and afforded an 

opportunity to present evidence in the arbitration, also did not oppose expungement.) 

The award states that the arbitrator denied the request for expungement “[a]fter 

considering the pleadings, the testimony and evidence presented at the hearing.” The 
12

award does not contain any further discussion of the evidence or further explanation 

of the decision.22 

A few months after the rendition of the arbitration award, Ms. Sum-Slaughter 

filed a motion to vacate it. She filed this motion in Broomfield County District Court 

in Colorado and served it only on Merrill Lynch. On October 11, 2019, that state 

court issued an order granting the motion to vacate. Ms. Sum-Slaughter’s Superior 

Court complaint says nothing more about the Colorado court case. However, the 

motion and proposed order that she filed there, Merrill Lynch’s response, and the 

Broomfield County Court’s order are part of the record before us, as FINRA 

appended them as exhibits to its motion to dismiss Ms. Sum-Slaughter’s Superior 

Court complaint. We may take judicial notice of them.23

Ms. Sum-Slaughter did not name FINRA as a party to the Colorado 

proceeding or serve it with her vacatur motion. She does not dispute that FINRA 

 22 Because Ms. Sum-Slaughter’s BrokerCheck report and the arbitration 

award are referenced in her complaint, are exhibits to FINRA’s motion to dismiss 

the complaint, and are in the record before us, this court properly may notice and 

consider them on appeal from that dismissal. See Tovar v. Regan Zambri Long, 

PLLC, 317 A.3d 884, 894-95 (D.C. 2024); Walker v. FedEx Off. & Print Servs., Inc., 

123 A.3d 160, 164 (D.C. 2015). 

23 See Walker, 123 A.3d at 164 (“Proceedings in related cases may be 

judicially noticed.” (quoting Cannon v. District of Columbia, 569 A.2d 595, 597 n.3 

(D.C. 1990))). 
13

had no knowledge of the proceeding and did not participate in it in any way. Merrill 

Lynch, the only named respondent, informed the Colorado court that it took no 

position on the motion to vacate and wished to be excused from attending any

hearing or argument on the motion. Apparently, Merrill Lynch had no further 

involvement in the proceeding. The proposed order that Ms. Sum-Slaughter

submitted to the Broomfield County Court characterized her motion as an 

“unopposed request for Relief from [a] Default Judgment,” and that is what the court 

said it granted in a one-sentence order adopting her proposed order. (This was an 

apparent mischaracterization, as the FINRA arbitration award was not a default 

judgment.) The court did not provide any rationale for vacating the FINRA 

arbitration award. The court did not consider evidence relating to the arbitration 

award or address its merits or appropriateness.

Ms. Sum-Slaughter’s Superior Court complaint alleges that, after she obtained

the Broomfield County District Court’s order, she returned to the FINRA arbitration 

forum and re-filed her expungement request against Merrill Lynch. FINRA rejected 

the request as ineligible for arbitration because her claims were identical to the ones 

she previously had arbitrated in FINRA’s forum, which the arbitrator had denied.24 

 24 Ms. Sum-Slaughter did not appeal FINRA’s denial of a new arbitration to 

the SEC under 15 U.S.C. § 78s(d).
14

On the premise that the Colorado state court had vacated the FINRA 

arbitrator’s ruling, Ms. Sum-Slaughter then filed her complaint in Superior Court for 

expungement of the customer dispute information from her CRD and BrokerCheck 

reports.

25 The complaint requests this relief based on FINRA’s “own rules for 

expungement,” namely Rule 2080 and Rule 8312(g)(1), “and/or pursuant to [the 

Superior Court’s] inherent equitable power.” The complaint states that the 

allegations against Ms. Sum-Slaughter should be expunged under Rule 2080 

because they are “clearly erroneous, factually impossible, false, [and] do[] not arise 

from a sales-practice violation,” and under Rule 8312 because they are “potentially 

defamatory,” i.e., “misleading, inaccurate, erroneous, and portray [her] in a negative 

light.” 

Other than the two FINRA Rules, the complaint identifies no statute, 

constitutional provision, rule, or common law cause of action entitling Ms. SumSlaughter to the expungement relief she seeks. However, the complaint asserts that 

the Superior Court should exercise its “inherent” power as a court of equity to order 

 25 The complaint does not mention that, before Ms. Sum-Slaughter filed it in 

Superior Court, she had sued FINRA in the Denver County (Colorado) District Court 

seeking the same expungement relief. After FINRA entered its appearance, 

however, Ms. Sum-Slaughter voluntarily dismissed the Denver case. The pleadings 

are in the record before us as exhibits to FINRA’s motion to dismiss in Superior 

Court. 
15

FINRA to expunge the customer dispute from Ms. Sum-Slaughter’s CRD and 

BrokerCheck reports because publication of the Occurrence “offers no regulatory 

value” and “does not benefit the public.” 

FINRA did not challenge the jurisdiction of the Superior Court to entertain 

Ms. Sum-Slaughter’s complaint. Instead, FINRA moved to dismiss the complaint 

on three other grounds: (1) Ms. Sum-Slaughter failed to join an indispensable party, 

namely Merrill Lynch; (2) collateral estoppel precluded relitigation of her 

expungement claim following its denial in arbitration, because the Broomfield 

County District Court order, entered without findings or notice to FINRA, had no 

preclusive effect in the Superior Court proceeding; and (3) the complaint failed to 

state a cognizable claim for the equitable expungement relief sought. In her 

opposition, Ms. Sum-Slaughter took issue with each of those grounds. She argued 

that Merrill Lynch’s participation as a party was unnecessary for the court to grant 

the relief she requested, and that collateral estoppel did not apply because the 

arbitration award had been vacated by a valid order from the Colorado court. And

Ms. Sum-Slaughter contended that she had sufficiently stated a claim for 

expungement relief “either in accordance with FINRA Rules 2080 or 8312, or 

pursuant to the [Superior] Court’s inherent equitable power.” 
16

The Superior Court granted FINRA’s motion to dismiss on the collateral 

estoppel ground, without addressing the other two grounds or its subject matter 

jurisdiction. The court rejected Ms. Sum-Slaughter’s premise that FINRA was 

bound by the Broomfield County order purporting to vacate the arbitration award. 

While noting that FINRA Rule 2080(b) itself did not include a directive “to name 

FINRA as a party [when] seeking judicial vacatur of an arbitration award denying 

expungement,” the court reasoned that the vacatur order did not bind FINRA

because under “general rules of the law, you can’t hold a party to a judgment if that 

party was not given an opportunity to contest [it].” As a result, the court concluded 

that the “first arbitration award . . . was not vacated with respect to FINRA,” so that 

Ms. Sum-Slaughter was “collaterally estopped from bringing a separate action to 

achieve the same result when she’s already had an opportunity to litigate that in the 

arbitration forum through the FINRA system,” because “you can either arbitrate or 

go to court but you can’t do both.”

III.

In her initial briefing on appeal, and at oral argument, Ms. Sum-Slaughter 

contended that the Superior Court erred in dismissing her complaint on collateral 

estoppel grounds, and that she stated a plausible claim for equitable relief. In 

opposition, FINRA argued that collateral estoppel precludes Ms. Sum-Slaughter’s 
17

action, and that her complaint fails to state a claim on which any relief can be 

granted; in particular, that there is no cognizable claim for equitable relief from 

expungement. 

After oral argument, however, we identified a critical threshold question of 

law that neither party had addressed: whether there is subject-matter jurisdiction in 

the District of Columbia courts over Ms. Sum-Slaughter’s action for expungement 

of the customer dispute information from her CRD and BrokerCheck reports. 

“Without jurisdiction, the Court cannot proceed at all in any cause. Jurisdiction is 

power to declare the law, and when it [does not] exist, the only function remaining 

to the court is that of announcing the fact and dismissing the cause.”26 “Where a 

substantial question exists as to this court’s subject matter jurisdiction, it is our 

obligation to raise it, sua sponte, even though, as here, no party has asked us to 

consider it.”27 “Challenges to a court’s subject matter jurisdiction cannot be 

 26 In re D.M., 771 A.2d 360, 364 (D.C. 2001) (quoting Steel Co. v. Citizens 

for a Better Env’t, 523 U.S. 83, 94 (1998)) (quoting Ex parte McCardle, 74 U.S. 

506, 514 (1869)).

27 Id. (quoting Murphy v. McCloud, 650 A.2d 202, 203 n.4 (D.C. 1994)) 

(brackets omitted).
18

waived.”28 We therefore requested, and we have received, supplemental briefing by 

the parties directed to the jurisdictional question.

“Because the issue of subject matter jurisdiction is a question of law, . . . our 

standard of review is de novo.”29 As subject matter jurisdiction in this case does not 

depend on the resolution of any factual question, we determine jurisdiction “by 

looking only at the face of the complaint and taking the allegations in the complaint 

as true.”30 Ultimately, the burden is on Ms. Sum-Slaughter, as the party invoking 

the court’s subject matter jurisdiction, to demonstrate that such jurisdiction exists.31

“As a court of general jurisdiction, the Superior Court has jurisdiction of any 

civil action or other matter (at law or in equity) brought in the District of Columbia 

unless jurisdiction is vested exclusively in a federal court.”32 In pertinent part, 

Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), provides that the federal 

 28 Slater v. Biehl, 793 A.2d 1268, 1271 (D.C. 2002) (quoting Arrington v. 

United States, 585 A.2d 1342, 1344 n.2 (D.C. 1991)).

29 Id. (internal quotation marks, brackets and citation omitted).

30 Heard v. Johnson, 810 A.2d 871, 877 (D.C. 2002).

31 Off. of the People’s Couns. for the District of Columbia v. D.C. Water & 

Sewer Auth., 313 A.3d 579, 590 n.2 (D.C. 2024).

32 Slater, 793 A.2d at 1271 (internal quotation marks omitted); see also D.C. 

Code § 11-921(b)(1).
19

district courts “shall have exclusive jurisdiction . . . of all suits in equity and actions 

at law brought to enforce any liability or duty created by [the Exchange Act] or the 

rules and regulations thereunder.” In Merrill Lynch, Pierce, Fenner & Smith, Inc. v. 

Manning, the Supreme Court construed this statute to “confer[] exclusive federal 

jurisdiction of the same suits as ‘aris[e] under’ the Exchange Act pursuant to the 

general federal question statute,” 28 U.S.C. § 1331.33 The test for “arising under” 

jurisdiction is satisfied in “either of two circumstances,” the Court explained.34 First, 

“[m]ost directly, and most often, federal jurisdiction attaches when federal law 

creates the cause of action asserted.”35 Second, 

even when a claim finds its origins in state law, . . . . a 

federal court has jurisdiction of a state-law claim if it 

necessarily raises a stated federal issue, actually disputed 

and substantial, which a federal forum may entertain 

without disturbing any congressionally approved balance 

of federal and state power.[36]

 

 33 578 U.S. 374, 380 (2016).

34 Id. at 383.

35 Id.

36 Id. (internal quotation marks, brackets, and citation omitted).
20

“That description,” the Court explained, “typically fits cases . . . in which a state-law 

cause of action is ‘brought to enforce’ a duty created by the Exchange Act because 

the claim’s very success depends on giving effect to a federal requirement.”37

In Turbeville v. FINRA,

38 the Eleventh Circuit applied Manning to determine 

that Section 27(a) of the Exchange Act vested jurisdiction in federal court over 

claims for defamation and other state law torts asserted against FINRA in a state 

court lawsuit (which FINRA had removed to federal court). The defamation count 

was based on the publication in Turbeville’s BrokerCheck report of allegations 

against Turbeville and a recommendation of discipline based on those allegations.

39 

Turbeville’s state court complaint charged that FINRA’s Rules precluded this 

publication.

40 The other causes of action in the complaint similarly “rest[ed] 

expressly on allegations that FINRA violated its own rules.”41 Thus, the court 

concluded, the complaint on its face was “fundamentally a challenge to an SRO’s 

compliance with its internal rules while carrying out its regulatory and enforcement 

 37 Id. at 384.

38 874 F.3d at 1273-74.

39 See id.

40 Id.

41 Id. at 1274.
21

functions,” and the claims therefore necessarily required the court to interpret 

FINRA’s Rules.42 Because those Rules “are promulgated according to the Exchange 

Act’s mandates,” the court said, “their interpretation unavoidably involves 

answering federal questions.”43 And “[m]ore importantly,” the court said, 

“Turbeville’s suit does not just raise a federal question; it turns on the existence of a 

federally supplied right of action.”44 For as the court explained:

Turbeville uses state-law claims to launch a collateral

attack on FINRA’s conduct in carrying out its disciplinary 

and disclosure functions under its SEC-approved rules. 

Were such a right of action to exist, it must have been 

supplied by federal law, because federal law—namely, the 

Exchange Act—creates SROs, vests them with a first-line 

role in the enforcement of federal securities law, and 

mandates creation of internal rules to govern their 

disciplinary and disclosure actions.

When exercising these functions, SROs act under color of 

federal law as deputies of the federal government. To sue 

these actors, a litigant must obtain permission from the 

federal sovereign; otherwise, any state-law claims asserted 

against them for carrying out their federally mandated 

duties crash headlong into the shoals of preemption. 

McCulloch v. Maryland, 17 U.S. 316, 4 Wheat. 316, 317, 

4 L. Ed. 579 (1819) (“The states have no power . . . to 

retard, impede, burden, or in any manner control the 

 42 Id. at 1275.

43 Id.

44 Id.
22

operations of the constitutional laws enacted by congress 

to carry into effect the powers vested in the national 

government.”). Thus, because Turbeville’s complaint 

depends on a right of action supplied by federal law, the 

District Court concluded correctly that removal was 

proper. See Manning, [578 U.S. at 383] (“Most directly, 

and most often, federal jurisdiction attaches when federal 

law creates the cause of action asserted.”).[45]

Much the same analysis applies to Ms. Sum-Slaughter’s complaint against 

FINRA. The complaint plainly states that it is brought to enforce FINRA’s 

compliance with its own Rules governing expungement of information in CRD and 

BrokerCheck reports; the complaint identifies no other rule, statute, constitutional 

provision, or common law basis for the equitable relief it seeks. The ability of the 

Superior Court to provide equitable remedies does not make up for the absence of 

any non-federal cause of action calling for remediation. Each of the three equitable 

“claims” in the complaint—for expungement, a declaratory judgment, or an 

 45 Id. at 1275-76. The Turbeville court went on to conclude that the federal 

district court properly dismissed the complaint because “Congress did not intend to 

create a private right of action for plaintiffs seeking to sue SROs for violations of 

their own internal rules.” Id. at 1276; see also, e.g., Lowe v. Nat’l Ass’n of Sec. 

Dealers, Inc. (In re Series 7 Broker Qualification Exam Scoring Litig.), 548 F.3d 

110, 114 (D.C. Cir. 2008) (“[C]ourts have consistently found Congress’s intent 

under the Exchange Act precludes common law causes of action, and we agree with 

the reasoning of our sister circuits.”) (citing cases). Because we conclude that the 

Superior Court lacked subject matter jurisdiction of Ms. Sum-Slaughter’s complaint, 

we need not and do not address whether she has stated a right of action that she could 

have advanced in another forum. 
23

injunction46—is merely a “remed[y], not [a] cause[] of action, and a court cannot 

grant a remedy without a cause of action.”47 Here, the only plausible cause of action 

Ms. Sum-Slaughter alleges would be rooted in the Exchange Act itself, as she claims 

to be entitled to equitable relief based on FINRA’s alleged failure to apply Rules 

2080 and 8312 properly in her case. Her reliance on that alleged failure, even as the 

basis for her invocation of the Superior Court’s “inherent” equitable power, is 

concisely illustrated by the complaint’s explanation that expungement is required as 

an equitable matter because continued publication has “no regulatory value.” As 

FINRA points out, this is a standard articulated by the SEC.48

In the words of the Turbeville court, Ms. Sum-Slaughter’s complaint is thus 

“fundamentally a challenge to an SRO’s compliance with its internal rules while 

carrying out its regulatory and enforcement functions,”49 a challenge that would 

 46 Ms. Sum-Slaughter cites to Super. Ct. Civ. R. 57 (declaratory judgment) 

and 65 (injunctions and restraining orders).

47 Rayner v. Yale Steam Laundry Condo. Ass’n, 289 A.3d 387, 401 (D.C. 

2023) (citations omitted); see also Super. Ct. Civ. R. 57 cmt. (“[A] declaratory 

judgment, like any other remedy, may only be granted in cases properly within the 

Court’s jurisdiction.”)

48 See 68 Fed. Reg. 746782 (2003).

49 Turbeville, 864 F.3d at 1275.
24

require the Superior Court to interpret those rules and evaluate FINRA’s compliance 

with them and with the scope of FINRA’s authority and duties under the Exchange 

Act itself. This “unavoidably involves answering federal questions” and necessarily 

“turns on the existence of a federally supplied right of action.”50 Ms. SumSlaughter’s claims therefore “aris[e] under” federal law within the meaning of 28 

U.S.C. § 1331, and are within the exclusive jurisdiction of the federal district courts 

pursuant to Section 27(a) of the Exchange Act.

 50 Id.; see also Pee Pee Pop Trust v. FINRA, No. 3:19-cv-00240-MMD-CBC, 

2019 U.S. Dist. LEXIS 165024 at *6-9 (D. Nev. Sep. 26, 2019) (upholding federal 

question jurisdiction over complaint invoking state law cause of action as the basis 

for relief against FINRA, because “the complaint ‘is on its face a challenge to 

FINRA’s application of its internal rules in exercising its regulatory authority under 

the Exchange Act’” (quoting Turbeville, 874 F.3d at 1274)). Because Ms. SumSlaughter’s complaint does not allege any cause of action having its “origins” in the 

law of the District of Columbia, Manning, 578 U.S. at 383, we have no occasion in 

this case to opine on whether such an allegation might survive a jurisdictional 

challenge under Section 27(a) of the Exchange Act. See id. (explaining that federal 

jurisdiction over a state-law claim exists if the claim “necessarily raises” a federal 

issue that is “actually disputed and substantial,” and if a federal court may entertain 

the claim “without disturbing any congressionally approved balance of federal and 

state power”).
25

IV.

On the ground that the Superior Court lacked subject matter jurisdiction, we 

affirm its dismissal of Ms. Sum-Slaughter’s complaint.

So ordered.