In the

United States Court of Appeals

For the Seventh Circuit ____________

No. 07-1402

AUX SABLE LIQUID PRODUCTS, a Delaware

Limited Liability Company,

Plaintiff-Appellee,

v.

KENNETH MURPHY, Individually and as

Monee Township Highway Commissioner,

MONEE TOWNSHIP, and MONEE TOWNSHIP

HIGHWAY DEPARTMENT,

Defendants-Appellants.

____________

Appeal from the United States District Court

for the Northern District of Illinois, Eastern Division.

No. 06 C 1227—Charles P. Kocoras, Judge.

____________

ARGUED DECEMBER 5, 2007—DECIDED MAY 19, 2008

____________

Before FLAUM, EVANS, and WILLIAMS, Circuit Judges.

FLAUM, Circuit Judge. This case concerns to what degree

the Surface Transportation Assistance Act (“STAA”),

which governs access to and from the federal Interstate

system, preempts local weight restrictions on bordering

roads. Since 2001, loaded trucks leaving a propane

loading facility (“the Terminal”) owned by Plaintiff Aux
2 No. 07-1402

Sable Liquid Products reached Interstate 57 (“I-57”) via

Ridgeland Avenue in Monee Township, Illinois. In 2006,

the Monee Township Highway Commissioner, in order

to protect Ridgeland Avenue from damage, limited the

truck weight on the road to 14 tons, a weight less than

that of an unloaded propane truck. Aux Sable then

brought suit seeking injunctive relief under the STAA,

as codified at 49 U.S.C. § 31114, and under the Illinois

Vehicle Code, 625 ILL. COMP. STAT. 5/15 et seq., against

Defendants Kenneth Murphy (the Monee Township

Highway Commissioner), Monee Township, and the

Monee Township Highway Department. Aux Sable also

claimed that Defendants should be estopped from changing the weight limits on the road. The district court

granted Aux Sable’s motion for a preliminary injunction

and later granted Aux Sable’s motion for summary judgment, finding that the STAA preempted the local weight

restrictions placed on Ridgeland Avenue. For the reasons

discussed below, we affirm.

I. Background

Plaintiff Aux Sable Liquid Products is the beneficial

owner of a propane loading terminal located at the southeast corner of West Steger Road and South Ridgeland

Avenue in Monee Township, Will County, Illinois. See

Mapquest, Maps, http://www.mapquest.com/maps/

23313+S+Ridgeland+Ave+Monee+IL+60449-9293/ (last

visited April 28, 2008). The Terminal was constructed in

2000 and began operating in October 2001, and from the

outset, Aux Sable devoted attention to how the propane

trucks coming to and from the Terminal would access I-57,

which runs north and south just east of the Terminal. One

route from the Terminal to I-57 is to exit the Terminal onto
No. 07-1402 3

Steger Road and reach I-57 via the Sauk Trail Road interchange north of the Terminal. A slightly longer route,

but still within five miles of I-57, is to leave the Terminal

on Ridgeland Avenue proceeding south, entering I-57 on

the Monee Manhattan Road interchange. Which route the

propane trucks would take, however, depended upon

weight restrictions on the roads, since unloaded

propane trucks weigh approximately 39,000 pounds, and

when fully loaded, can weigh up to 80,000 pounds, the

maximum vehicle gross weight permitted on the Interstate system. 23 C.F.R. § 658.17(b). Interstate access via

the first route was restricted due to weight limits enforced

by Cook County on Steger Road, where loads up to 80,000

were not permitted unless each truck applied for and

received a permit for each trip. With respect to the

second route, Aux Sable maintains that in June 2000, thenMonee Township Highway Commissioner Wayne Stessen

signed a Resolution permitting trucks weighing up to

80,000 pounds to use Ridgeland Avenue. Although Defendants contest the validity of this Resolution, Aux Sable

claims that the Terminal was designed with the understanding that unloaded trucks could enter from Steger

Road while loaded trucks could exit onto Ridgeland

Avenue. Once the Terminal began operating in October

2001, this is in fact what occurred, with loaded trucks

leaving the Terminal onto Ridgeland Avenue and entering I-57 via the Monee Manhattan Road interchange.

Truck traffic between the Terminal and I-57 continued

in this manner until Ken Murphy became the new

Monee Township Highway Commissioner in 2005. In the

fall of that year, Murphy informed Aux Sable that he

intended to restrict truck traffic on Ridgeland Avenue

due to damage the trucks were causing to the road. Then,
4 No. 07-1402

in February 2006, signs that had been posted in 2004

designating Ridgeland Avenue as a Class II truck route

(which under 625 ILL. COMP. STAT. 5/15-111(f) permits

loads up to 80,000 pounds) were replaced with signs

limiting the truck weight on Ridgeland Avenue to 14

tons. On March 1, Murphy himself instructed the driver

of a propane truck on Ridgeland Avenue of the weight

limit on the road.

These events spurred Aux Sable to take legal action. On

March 3, 2006, Aux Sable brought suit in the Circuit

Court for the Twelfth Judicial Circuit, Will County,

Illinois. The suit, which sought injunctive relief, claimed

that the weight restriction on Ridgeland Avenue was

preempted by the STAA, 49 U.S.C. § 31114, and violated

the Illinois Vehicle Code, 625 ILL. COMP. STAT. 5/15 et seq.

Aux Sable also claimed that Defendants should be

estopped from changing the weight limits on Ridgeland

Avenue since the Terminal was allegedly constructed

with the understanding that loaded trucks would be able

to exit onto that road. Four days later, Defendants Kenneth

Murphy, Monee Township, and the Monee Township

Highway Department removed the case to the Northern

District of Illinois under 28 U.S.C. § 1441, since the preemption issue concerning the STAA gave rise to federal

question jurisdiction pursuant to 28 U.S.C. § 1331. The

district court then granted Aux Sable’s motion for a preliminary injunction on March 14, and the parties subsequently filed cross-motions for summary judgment. On

December 20, 2006, the district court ruled on these motions, finding that the weight restriction was preempted

by the STAA. Based on this finding, the district court

enjoined Defendants from prohibiting the Terminal’s

truck traffic and found it unnecessary to address Aux

Sable’s estoppel claim or argument that Defendants had
No. 07-1402 5

violated the Illinois Vehicle Code. Defendants then brought

a motion to amend the judgment under Fed. R. Civ. P.

59(e), arguing that the district court’s ruling made the

State of Illinois a necessary party to the suit. The district

court denied this motion, after which Defendants appealed

the district court’s summary judgment decision to this

Court.

II. Analysis

On appeal, Defendants challenge the district court’s

grant of summary judgment for Aux Sable on the preemption issue, as well as the district court’s denial of summary judgment in Defendants’ favor with respect to Aux

Sable’s claim under the Illinois Vehicle Code and Aux

Sable’s estoppel argument. This Court reviews a district

court’s ruling on cross-motions for summary judgment

de novo. Metro. Life Ins. Co. v. Johnson, 297 F.3d 558, 561

(7th Cir. 2002). Summary judgment is proper “if the

pleadings, the discovery and disclosure materials on file,

and any affidavits show that there is no genuine issue as

to any material fact and that the movant is entitled to

judgment as a matter of law.” Fed. R. Civ. P. 56(c). “With

cross-motions, our review of the record requires that

we construe all inferences in favor of the party against

whom the motion under consideration is made.” Hess

v. Reg-Ellen Mach. Tool Corp., 423 F.3d 653, 658 (7th Cir.

2005) (quoting Tegtmeier v. Midwest Operating Eng’rs

Pension Trust Fund, 390 F.3d 1040, 1045 (7th Cir. 2004)).

Thus, with respect to the preemption claim, all inferences

will be construed in favor of Defendants, while for the

other two claims, all inferences will be drawn in favor

of Aux Sable.
6 No. 07-1402

We first turn to the question of whether the local weight

restriction on Ridgeland Avenue is preempted by the

STAA pursuant to the Supremacy Clause of Article IV

of the Constitution. Under the Supremacy Clause, “state

laws that ‘interfere with, or are contrary to the laws of

congress, made in pursuance of the constitution’ are

invalid.” Wisconsin Pub. Intervenor v. Mortier, 501 U.S. 597,

604 (1991) (quoting Gibbons v. Ogden, 22 U.S. 1 (1824)). The

federal law at issue in this case, the STAA, governs,

among other things, access to and from the national

Interstate system. 49 U.S.C. § 31114. The relevant text of

the statute provides:

(a) Prohibition on denying access. A State may not

enact or enforce a law denying to a commercial

motor vehicle subject to this subchapter [49 U.S.C.S.

§§ 31111 et seq.] or subchapter I of this chapter [49

U.S.C.S. §§ 31101 et seq.] reasonable access between—

(1) the Dwight D. Eisenhower System of Interstate

and Defense Highways . . .; and

(2) terminals, facilities for food, fuel, repairs, and

rest, and points of loading and unloading for

household goods carriers, motor carriers of passengers, or any truck tractor-semitrailer combination in which the semitrailer has a length of not

more than 28.5 feet and that generally operates

as part of a vehicle combination described in

section 31111(c) of this title [49 U.S.C.S. § 31111(c)].

(b) Exception. This section does not prevent a State or

local government from imposing reasonable restrictions, based on safety considerations, on a truck tractor-semitrailer combination in which the semitrailer has a length of not more than 28.5 feet and that
No. 07-1402 7

1 It is undisputed that the propane trucks traveling to and

from the Terminal are “commercial motor vehicles” under

§ 31114, see also 23 C.F.R. § 658.5 (defining “commercial motor

vehicle”)

2 Defendants do not contest that Aux Sable’s propane loading

facility qualifies as a “terminal” under § 31114(a)(2). See 23

C.F.R. § 658.5 (defining “Terminal” as including “any location

where . . . [f]reight either originates, terminates, or is handled in

the transportation process”).

generally operates as part of a vehicle combination

described in section 31111(c) of this title [49 U.S.C.S.

§ 31111(c)].

Id. The law thus guarantees commercial motor vehicles1

“reasonable access,” free from State interference, between

the Interstate and terminals,2

 although state and local

governments can place “reasonable restrictions, based

on safety considerations,” on certain truck tractor-semitrailer combinations. 49 U.S.C. § 31114. The question

then is whether § 31114, which cabins the degree and

manner in which state and local governments may restrict commercial vehicles’ access to and from the Interstate, preempts Monee Township’s weight restriction on

Ridgeland Avenue.

Preemption can take on three different forms: express

preemption, field preemption, and conflict preemption.

Hoagland v. Town of Clear Lake, 415 F.3d 693, 696 (7th Cir.

2005) (citing Boomer v. AT&T Corp., 309 F.3d 404, 417

(7th Cir. 2002)). “Express preemption occurs when a federal statute explicitly states that it overrides state or local

law.” Id. As for field preemption, it exists “when federal

law so thoroughly ‘occupies a legislative field’ as to make

it reasonable to infer that Congress left no room for the
8 No. 07-1402

3 We observe that express preemption is present in the STAA,

since the very language of the Act provides that “[a] State

may not enact or enforce a law denying to a commercial

motor vehicle . . . reasonable access between” the Interstate and

certain specified destinations. 49 U.S.C. § 31114. The district

court, however, based its holding on conflict preemption in

order to avoid determining whether the express limits placed

upon “[a] State” in § 31114 similarly extend to local governments such as Monee Township. We similarly decline to

decide whether the language in § 31114 expressly preempts

local governments, rather than just “[a] State,” from denying

“reasonable access.” Instead, we rest our analysis on conflict preemption principles. See Sprietsma v. Mercury Marine,

537 U.S. 51, 65 (2002) (“Congress’ inclusion of an express

pre-emption clause ‘does not bar the ordinary working of

conflict pre-emption principles’ ”) (quoting Geier v. American

Honda Motor Co., 529 U.S. 861, 869 (2000)).

states to act.” Id. (quoting Cipollone v. Liggett Group, Inc.,

505 U.S. 504, 516 (1992)). The district court, however,

limited its finding of preemption to the third type, conflict preemption, which “exists if it would be impossible

for a party to comply with both local and federal requirements or where local law ‘stands as an obstacle to the

accomplishment and execution of the full purposes and

objectives of Congress.’ ” Id. (quoting Freightliner Corp. v.

Myrick, 514 U.S. 280, 287 (1995)). We similarly focus

our attention on this third form of preemption, since

Aux Sable does not argue on appeal that express or field

preemption applies.3

To determine whether state and federal law are in

conflict, it is necessary to “examin[e] the federal statute

as a whole and identify[ ] its purpose and intended effects.” Crosby v. Nat’l Foreign Trade Council, 530 U.S. 363,
No. 07-1402 9

373 (2000). This analysis requires that we “consider the

relationship between state and federal laws as they are

interpreted and applied, not merely as they are written.”

Frank Bros. v. Wis. Dep’t of Transp., 409 F.3d 880, 894 (7th

Cir. 2005) (quoting Mite Corp. v. Dixon, 633 F.2d 486, 493

(7th Cir. 1980)). Furthermore, “mere differences between

state and federal regulation of the same subject are not

conclusive of preemption . . . the crucial inquiry is whether

[state law] differs from [federal law] in such a way

that achievement of the congressional objective . . . is

frustrated.” Id. (quoting Mite Corp., 633 F.2d at 493).

Under this analytical framework, it is first necessary

to establish the congressional objective for the STAA,

specifically § 31114. The parties are strongly divided on

this issue. Aux Sable draws upon prior cases from other

jurisdictions for its position that “it is manifest that the

STAA reflects a congressional interest in establishing

uniform regulations governing the size, weight, and

arrangements of trucks used in interstate commerce.”

United States v. Connecticut, 566 F. Supp. 571, 576 (D. Conn.

1983). Furthermore, Aux Sable maintains that this congressional interest in uniformity reaches beyond regulating the Interstate itself, and also extends to local

roads that may be miles away, for the purpose of guaranteeing reasonable access to the Interstate and other

roads part of the federal National Network. See 23 C.F.R.

§ 658.19; see also New Hampshire Motor Transp. Ass’n v. Town

of Plaistow, 67 F.3d 326, 330 (1st Cir. 1995) (“guarantee

of reasonable access [under 49 U.S.C. § 31114] thus has a

formidable reach, extending to local regulatory measures

that operate miles away from any interstate or national

network highway.”). Aux Sable does recognize that

states still have some regulatory authority in this area,
10 No. 07-1402

but argues that this power is limited in that states are

mandated to provide reasonable access, and that any

exercise of state authority must be done “reasonably and

in the interest of public safety.” Consolidated Freightways

Corp. of Delaware v. Larson, 647 F. Supp. 1479, 1484 (M.D.

Pa. 1986) rev’d on other grounds, 827 F.2d 916 ((3d Cir. 1987).

Defendants offer a different understanding of Congress’s purpose in enacting the STAA. They contend that

contrary to Aux Sable’s claims, Congress was not concerned with uniformity, but rather, Congress aimed to

ensure commercial vehicles’ access to the Interstate

system, while permitting states to determine the circumstances under which such access would be available. In

reaching this conclusion, Defendants rely heavily on

Consolidated Freightways Corp. of Delaware v. Larson, a

case out of the Middle District of Pennsylvania, and that

decision’s review of the STAA’s legislative history. 647

F. Supp. 1479 (M.D. Pa. 1986). In Consolidated Freightways,

the court emphasized that when Congress amended the

Act in 1984, it declined to more specifically define “reasonable access,” despite Congress’s awareness of the lack of

uniformity from state to state with respect to the degree

of access being provided to the National Network. Id. at

1483-84 (citing Senate Committee Report of the Tandem

Truck Safety Act of 1984, S. REP. NO. 505, 98th Cong., 2d

Sess., reprinted in 1984 U.S.C.C.A.N. 4769). Defendants,

mirroring the district court’s reasoning in Consolidated

Freightways, argue that Congress’s failure to modify the

definition of “reasonable access” when the law was

amended, given Congress’s awareness of states’ variations in interpreting this provision, reflects a congressional intent that states be permitted to define “reasonable access” on their own. Id. at 1484. While Defendants
No. 07-1402 11

do recognize that federal regulations provide that “[n]o

State may enact or enforce any law denying access

within 1 road-mile from the National Network using

the most reasonable and practicable route available

except for specific safety reasons on individual routes,”

23 C.F.R. § 658.19(d), Defendants argue that Congress intended that states themselves determine whether other

restrictions not covered by this particular regulation

still provide for “reasonable access” to the National

Network.

These divergent interpretations of Congress’s objective

regarding the STAA lead to different conclusions as to

whether the local Monee Township ordinance over

Ridgeland Avenue is preempted. According to Aux Sable,

because of Cook County’s preexisting weight restriction

on Steger Road, Monee Township’s new weight restriction on Ridgeland Avenue does not just deny “reasonable

access” to the Interstate, but in fact denies all access to I-57

for fully loaded propane trucks leaving the Terminal.

Furthermore, Aux Sable argues that because the local

weight restriction was only imposed to protect Ridgeland Avenue, the local ordinance cannot be construed as

a reasonable restrictions based upon safety considerations. Defendants, in contrast, argue that because Ridgeland Avenue is not subject to the regulation in 23 C.F.R.

§ 658.19(d), Congress intended that the State of Illinois

have the authority to determine what constitutes “reasonable access” to the Interstate. Accordingly, Defendants contend that so long as the weight restriction on

Ridgeland Avenue comports with the Illinois Vehicle

Code, no conflict between the local ordinance and the

STAA can be said to exist.

We are unwilling to accept Defendants’ argument that

Congress intended that each state be permitted to deter-
12 No. 07-1402

mine for itself how “reasonable access” in § 31114(a) is

to be defined. If states were truly left to define this term

on their own, the express preemption language in

§ 31114(a) would be rendered effectively meaningless,

since states would be able to define “reasonable access”

so as to allow state and local authorities to severely

impede commercial motor vehicles’ access to the Interstate. Indeed, Consolidated Freightways, the case which

Defendants rely upon so heavily, does not in the end

adopt the view advanced by Defendants. Although the

opinion in Consolidated Freightways does state that Congress “left it up to the states themselves to determine

what is reasonable,” the opinion also provides that this

authority came with “the caveats that reasonable access

must be available, and that states may only exercise their

police powers reasonably and in the interest of public

safety,” 647 F.3d at 1484 (emphasis in original)—caveats

that Defendants gloss over. Moreover, the court in Consolidated Freightways clearly rejected any notion that

states, aside from the restriction in 23 C.F.R. § 658.19(d),

are unchecked in their ability to define “reasonable

access,” since the court ultimately found that the Pennsylvania access route approval scheme at issue in the case

was preempted by the STAA “to the extent it denie[d]

reasonable access” between the Interstate and the locations discussed in § 31114(a)(2) (then codified at 49 U.S.C.

§ 2312). Id. at 1494-95.

Instead, we agree with the district court that Congress’s

primary objective in passing the STAA was to create

uniform standards for commercial motor vehicles utilizing

the Interstate and other federal highways. Congress

also recognized that this goal would be frustrated if

commercial motor vehicles validly permitted on the
No. 07-1402 13

4 We note that some courts have held that any state or local

restrictions on access to and from the Interstate must be

based on safety concerns. See A.B.F. Freight System, Inc. v.

Suthard, 681 F. Supp. 334, 341 (E.D. Va. 1988); see also New York

State Motor Truck Ass’n v. City of New York, 654 F. Supp. 1521

(continued...)

Interstate were barred by state and local governments

from entering the Interstate on local roads or exiting

the Interstate for purposes of refueling or delivering

goods. Thus, § 31114 prohibits states from denying commercial motor vehicles “reasonable access” to and from

the Interstate. Congress’s decision not to define “reasonable

access” more specifically does not mean that states

are permitted to define the term however they see fit.

Rather, this broad language can be viewed as reflecting

a recognition on Congress’s part that the manner and

degree of access to and from the Interstate necessary to

protect Congress’s overarching goal of uniformity for

commercial motor vehicles utilizing the Interstate will

vary across the country depending on factors such as

whether the Interstate is cutting across rural or metro

areas, traffic density on the road, and other considerations. See New Hampshire Motor Transp. Ass’n., 67 F.3d at

330 (opining that it would be within a state or local

government’s discretion, in accord with the “reasonable

access” provision under § 31114(a), to impose “a restriction that routed heavy traffic on a detour of a few miles

to assure quiet in a hospital zone”). Under this framework, states are still free to exercise their police powers

over state highways and local roads, so long as these

regulations do not impede “reasonable access” for commercial motor vehicles traveling between the Interstate and

places such as terminals.4
14 No. 07-1402

4 (...continued)

(S.D. N.Y. 1987), aff’d 833 F.2d 430 (2d Cir. 1987); Consolidated

Freightways Corp. of Delaware, 647 F. Supp. at 1483-84; see also

Keck v. Commonwealth ex rel. Golden, 998 S.W.2d 13, 16-18 (Ky.

Ct. App. 1999). The First Circuit, however, is the only circuit

court to have fully addressed this issue, and we agree with its

determination that under § 31114(a), states may limit access

to the National Network for reasons other than safety. New

Hampshire Motor Transp. Ass’n, 67 F.3d at 329-31. As discussed

by the First Circuit, there is no reason to think that § 31114(b),

which provides an exception from the “reasonable access”

provision in § 31114(a) for reasonable restrictions on certain

truck tractor-semitrailer combinations imposed by state or

local governments for safety reasons, serves to limit any

state restriction to one based on safety considerations. Id. at

330. Instead, a more proper reading of § 31114(a) is that

states may exercise their police powers for any number of

reasons, so long as reasonable access is provided. Although the

federal regulations provide an exception in that “access within

1 road-mile from the National Network must us[e] the most

reasonable and practicable route available except for specific

safety reasons on individual routes,” 23 C.F.R. § 658.19(d) (emphasis added), these extra qualifications do not apply beyond

the 1 road-mile mark.

We next turn to whether this congressional objective is

frustrated by Monee Township’s weight restriction on

Ridgeland Avenue. When viewed on its own, it is difficult to see how Ridgeland Avenue’s weight restriction

could be said to deny reasonable access between the

Terminal and the Interstate, since the Terminal also

abuts Steger Road, thus providing propane trucks with

another means of accessing I-57. The STAA, after all, does

not prohibit states from denying any form of access to and

from the Interstate, but rather, preemption only occurs
No. 07-1402 15

when reasonable access is denied. Analysis for conflict

preemption, however, requires that we look at the

Ridgeland Avenue weight restriction and the STAA as

applied, and here, Cook County has already refused to

permit fully loaded propane trucks weighing 80,000

pounds to access I-57 via Steger Road. Thus, the subsequent weight restriction on Ridgeland Avenue does not

merely deny one method of access, but in effect denies

all methods of access to the Interstate from the Terminal

for fully loaded propane trucks. Under any calculus, the

denial of all access cannot constitute reasonable access.

Accordingly, as applied, Monee Township’s weight

restriction on Ridgeland Avenue conflicts with § 31114(a)

and is thus preempted by the STAA.

In reaching this holding, we offer no opinion as to

whether the same outcome would occur if the weight

restriction on Ridgeland Avenue were imposed due to

safety considerations, rather than solely for the protection

of the road. See supra note 4. Additionally, because we

have found Monee Township’s weight restriction on

Ridgeland Avenue to be preempted by the STAA, there

is no need for this Court to address whether the road

ordinance is valid under the Illinois Vehicle Code or

whether Defendants should be estopped from enforcing the

weight restriction.

III. Conclusion

For the foregoing reasons, we AFFIRM the district court’s

grant of summary judgment for Plaintiff and denial

of Defendants’ cross-motion for summary judgment.

USCA-02-C-0072—5-19-08