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IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

QUALITY KING DISTRIBUTORS, INC., )

)

Plaintiff, )

) Case No. 20-cv-2145

v. )

) Judge Joan B. Gottschall

CELTIC INTERNATIONAL, LLC, )

)

Defendant. )

MEMORANDUM OPINION AND ORDER

This suit stems from the alleged partial non-delivery of two shipments of goods. Plaintiff 

Quality King Distributors, Inc.1 (“Quality King”), a shipper, filed a two-count complaint for 

breach of contract in state court against Celtic International, LLC (“Celtic”). Compl. 1, ECF 

No. 14-1. The complaint’s allegations are straightforward. On March 16 and April 21, 2016, 

Quality King contracted with Celtic to pick up two separate shipments of goods as set forth in 

the bills of lading for the shipments and deliver the shipments to Quality King’s warehouse in the 

Chicago area. See Compl. ¶¶ 4, 17. “A bill of lading ‘records that a carrier has received goods 

from the party that wishes to ship them, states the terms of carriage, and serves as evidence of the 

contract for carriage.’” Kawasaki Kisen Kaisha Ltd. v. Regal-Beloit Corp., 561 U.S. 89, 93 

(2010) (quoting Norfolk S. Ry. Co. v. Kirby, 543 U.S. 14, 18–19 (2004)). Celtic contracted with 

its shipping agent, non-defendant GSN Trucking, Inc. (“GSN”), to deliver the shipments. 

Compl. ¶¶ 5, 19. The bills of lading attached to the complaint list GSN as the shipper. See

Compl. Ex. A at 1. GSN picked up the shipments, but not all of the goods were delivered to 

1 The parties spell plaintiff's name slightly differently. Compare Compl. 1, with Notice of Removal 1 

(spelling of "distributors"). This order uses plaintiff's spelling.

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Quality King’s warehouse, causing Quality King to be short $33,128.34 (first shipment) and 

$29,522.16 (second shipment). See Compl. ¶¶ 5–14, 19–26.

Celtic removed this case to this court on the theory that the Carmack Amendment to the 

Interstate Commerce Act (“Carmack Amendment”), 49 U.S.C. § 14706, preempts Quality King’s 

breach of contract claims. Notice of Removal ¶ 4–7, ECF No. 1; see also Kawasaki, 561 U.S. at 

107–09 (describing the history of the Carmack Amendment). The court has before it Celtic’s 

motion to dismiss the complaint for failure to state a claim against it. See Fed. R. Civ. P. 

12(b)(6). The parties dispute whether the Carmack Amendment preempts Quality King’s claims

and, if so, whether the complaint states a claim under the Carmack Amendment. 

The parties’ preemption arguments raise a question of this court’s subject matter 

jurisdiction. “If at any time before final judgment it appears that the district court lacks subject 

matter jurisdiction, the case shall be remanded.” 28 U.S.C. § 1447(c). Celtic removed this case 

on the theory that it arises under federal law for purposes of 28 U.S.C. § 1331. Notice of 

Removal ¶¶ 4, ECF No. 1. “Ordinarily a court determines whether there is federal question 

jurisdiction by examining the plaintiff's well-pleaded complaint, for “[i]t is long-settled law that 

a cause of action arises under federal law only when the plaintiff's well pleaded complaint 

raise[s] issues of federal law.” Rice v. Panchal, 65 F.3d 637, 639 (7th Cir. 1995) (citing Metro.

Life Ins. Co. v. Taylor, 481 U.S. 58, 63 (1987)).

In its complaint filed in state court, Quality King pleaded two breach of contract claims

under Illinois law. Compl. 1–3. Neither claim explicitly pleads an issue arising under federal 

law, so neither satisfies the well-pleaded complaint rule. Celtic does not argue otherwise. See

Notice of Removal ¶¶ 4–9; see also Rice, 65 F.3d at 639 (explaining that “the plaintiff may, by 

eschewing claims based on federal law, choose to have the cause heard in state court” (quoting 

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Caterpillar Inc. v. Williams, 482 U.S. 386, 398–99 (1987)). However, Quality King invokes the 

doctrine of field preemption. Notice of Removal ¶¶ 4–9. Under the doctrine of complete or field 

preemption, a case arising under state law may nevertheless be removed “where there is a 

congressional intent in the enactment of a federal statute not just to provide a federal defense to a 

state created cause of action but to grant a defendant the ability to remove the adjudication of the 

cause of action to a federal court by transforming the state cause of action into a federal cause of 

action.” Rogers v. Tyson Foods, Inc., 308 F.3d 785, 788 (7th Cir. 2002) (citation and internal 

quotation omitted); see also Rice, 65 F.3d at 639–640; Gade v. Nat'l Solid Wastes Mgmt. Ass'n, 

505 U.S. 88, 104 n.2. (1992); Brunner v. Beltmann Grp. Inc., 2020 WL 635905, at *3 (N.D. Ill. 

Feb. 11, 2020) (citing Di Joseph v. Standard Ins. Co., 776 Fed. Appx. 343, 347 (7th Cir. 2019)) 

(collecting authority holding that Carmack Amendment claims may be removed under the field 

preemption doctrine). 

“The preemptive sweep of the Carmack Amendment extends to state causes of action 

against carriers ‘where goods are damaged or lost in interstate commerce.’” REI Transp., Inc. v. 

C.H. Robinson Worldwide, Inc., 519 F.3d 693, 697–98 (7th Cir. 2008) (quoting Hughes v. United 

Van Lines, Inc., 829 F.2d 1407, 1414 (7th Cir. 1987)). Thus, whether this case arises under 

federal law depends on whether the Carmack Amendment preempts Quality King’s breach of

contract claims. See Rogers, 308 F.3d at 788; Brunner, 2020 WL 635905, at *2–5 (analyzing 

Carmack Amendment preemption on motion to remand); Korer v. Danita Corp., 584 F. Supp. 2d 

1103, 1105 (N.D. Ill. 2008) (determining whether removal was proper by asking whether the 

Carmack Amendment preempted the plaintiff’s state law claims); Ducham v. Reebie Allied 

Moving & Storage, Inc., 372 F. Supp. 2d 1076, 1077 (N.D. Ill. 2005) (remanding for lack of 

subject matter jurisdiction because the Carmack Amendment did not preempt the plaintiff’s state 

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law claims); V.R. Compounding Corp. v. Occidental Chem. Corp., 2000 WL 1368045, at *2–5 

(N.D. Ill. Sept. 15, 2000) (analyzing Carmack Amendment preemption on motion to remand).

Ordinarily, the complaint’s well-pleaded facts must be accepted as true when deciding a 

Rule 12(b)(6) motion to dismiss the complaint for failure to state a claim. Ashcroft v. Iqbal, 556 

U.S. 662, 678–79 (2009). But because the preemption issue is jurisdictional here and Celtic 

attacks the complaint’s factual allegations that it was a shipper of goods, “[t]he law is clear that 

when considering a motion that launches a factual attack against jurisdiction, ‘[t]he district court 

may properly look beyond the jurisdictional allegations of the complaint and view whatever 

evidence has been submitted on the issue to determine whether in fact subject matter jurisdiction 

exists.’” Apex Digital, Inc. v. Sears, Roebuck & Co., 572 F.3d 440, 444 (7th Cir. 2009) (quoting 

Evers v. Astrue, 536 F.3d 651, 656–57 (7th Cir. 2008)) (other citation omitted); see also id.

(explaining the differences between Rule 12(b)(6) motions and motions factually attacking 

jurisdiction).

The fact that Celtic was a freight broker for the shipments at issue is undisputed before 

this court. Quality King maintains that its “State Lawsuit against the Defendant, who is a freight 

broker, is not preempted.” Resp. to Mot. to Dismiss 2, ECF No. 18. On the merits, Celtic argues 

that “plaintiff’s claims must . . . be dismissed because Celtic is a freight broker to which the 

Carmack [Amendment] does not apply.” Mot. to Dismiss 4, ECF No. 14. The parties therefore 

agree before this court that Celtic is a freight broker and not a carrier, despite any arguably 

contrary allegations in the complaint.2 Id. at 2, 4–6; Resp. to Mot. to Dismiss 2, 3–6.

2 As Celtic repeatedly notes, the bills of lading list GNS as the shipper and do not name Celtic at all. See Compl. 

Ex. A at 1. The fact that a party’s name does not appear on a bill of lading is important, but it is not dispositive of 

whether the party was a carrier under the Carmack amendment. See Indep. Mach., Inc. v. Kuehne & Nagel, Inc., 867 

F. Supp. 752, 759–60 (N.D. Ill. 1994).

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The dispositive jurisdictional question therefore becomes whether the Carmack 

Amendment preempts Quality King’s breach of contract claims against a freight broker. The

text of the Carmack Amendment reads in part:

A carrier providing transportation or service . . . shall issue a receipt or bill of 

lading for property it receives for transportation under this part. That carrier and 

any other carrier that delivers the property and is providing transportation or 

service . . . are liable to the person entitled to recover under the receipt or bill of 

lading. The liability imposed under this paragraph is for the actual loss or injury 

to the property caused by (A) the receiving carrier, (B) the delivering carrier, or 

(C) another carrier over whose line or route the property is transported in the 

United States . . . .

49 U.S.C. § 14706(a)(1).

The Carmack Amendment’s purpose is to relieve cargo owners “of the burden of 

searching out a particular negligent carrier from among the often numerous carriers handling an 

interstate shipment of goods.” Kawasaki, 561 U.S. at 98 (quoting Reider v. Thompson, 339 U.S. 

113, 119 (1950)). Thus, the Supreme Court and the Seventh Circuit have held that under the 

Carmack Amendment “a common carrier is liable for all losses which occurred while the goods 

were being transported by it, unless the carrier can demonstrate it is free from fault.” Allied 

Tube & Conduit Corp. v. S. Pac. Transp. Co., 211 F.3d 367, 369 (7th Cir. 2000) (quoting 

Pharma Bio, Inc. v. TNT Holland Motor Express, Inc., 102 F.3d 914, 916 (7th Cir. 1996)).

Furthermore, “the Carmack Amendment preempts all state law claims based upon the 

contract of carriage, in which the harm arises out of the loss of or damage to goods.” Gordon v. 

United Van Lines, Inc., 130 F.3d 282, 284 (7th Cir. 1997) (citing Hughes, 829 F.2d at 1407). 

But “claims involving a separate and independently actionable harm to the shipper distinct from 

such damage are not preempted.” Id. (citing N. Am. Van Lines, Inc. v. Pinkerton Sec. Sys., Inc., 

89 F.3d 452 (7th Cir. 1996)). The Seventh Circuit has expressly held “that the Carmack 

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Amendment does not preempt all claims by a carrier against a shipper or other ‘person entitled to 

recover’ for non-payment.” REI Transp. 519 F.3d at 697.

The parties use the terms “broker” and “motor carrier” as they are defined in the statute. 

The term “carrier” refers to one of three other defined terms: “[t]he term ‘carrier’ means a motor 

carrier, a water carrier, and a freight forwarder.” 49 U.S.C. § 13102(3). In turn, “[t]he term 

‘motor carrier’ means a person providing motor vehicle transportation for compensation.” 

§ 13102(14). The definition of “broker” excludes motor carriers—one who “sells, offers for 

sale, negotiates for, or holds itself out by solicitation, advertisement, or otherwise as selling, 

providing, or arranging for, transportation by motor carrier for compensation.’” § 13102(2).

Consistent with these definitions, several courts in this district have held that the 

Carmack Amendment does not preempt state law claims against a broker, such as a claim for the 

breach of a duty to place a shipment with a reliable and adequately insured carrier. E.g., Sompo 

Japan Ins. Co. v. B & H Freight Inc., 177 F. Supp.3d 1084, 1086–87 (N.D. Ill. 2016); Custom 

Cartage, Inc., v. Motorola, Inc., 1999 WL 89563, at *3 (N.D. Ill. Feb. 16, 1999) (collecting 

additional cases); see also Brunner 2020 WL 635905, at *6; Traffic Tech, Inc. v. Arts Transp., 

Inc., 2016 WL 1270496, at *3 (N.D. Ill. 2016). Celtic cites no contrary authority, and the court 

has located none.

Rather, Celtic attempts to distinguish cases like Sompo Japan because the plaintiff’s 

complaint in that case sounded in tort rather than contract. Reply 3–4, ECF No. 20. No

authority is cited supporting this distinction. See id. Nor does this court find the distinction

persuasive. Nothing in the preemption analysis of cases such as Sompo Japan turns on the 

source of the state law duty imposed on a broker. See Sompo Japan, 177 F. Supp.3d at 1086–87. 

Rather, the text and structure of the Carmack Amendment, including the definitions quoted 

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above, compel the conclusion that claims against brokers are not preempted. See id.; Brunner, 

2020 WL 635905, at *6; Custom Cartage, 1999 WL 89563, at *3. This conclusion accords with 

the Seventh Circuit’s description of Carmack Amendment preemption in REI Transport, the 

most recent case to take up the subject: “The Carmack Amendment only preempts state and 

common law remedies inconsistent with the federal act. These inconsistent remedies consist of 

state statutory or common law [claims] against a carrier for damages to the shipper's goods that 

have been transferred in interstate commerce.” 519 F.3d at 698 (emphasis added; internal 

quotations omitted). This court therefore holds that the Carmack Amendment does not preempt 

claims against a party acting solely as a broker as that term is defined in 49 U.S.C. § 13102(2).

For the reasons stated, this case is remanded to the Circuit Court of Cook County, 

Illinois, under 28 U.S.C. § 1447(c) for lack of subject matter jurisdiction. Celtic’s motion to

dismiss the complaint, ECF No. 14, is denied without prejudice to renewal in state court.

Dated: December 10, 2020 /s/

Joan B. Gottschall

United States District Judge

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