Abdul A. Jaludi v. Citigroup

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 21-1108
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ABDUL A. JALUDI,
Appellant
v.
CITIGROUP AND COMPANY or
one or more of its direct or
indirect subsidiaries
On Appeal from the United States District Court
for the Middle District of Pennsylvania
(D.C. No. 3:15-cv-02076)
District Judge: Honorable Malachy E. Mannion
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Argued: May 25, 2022
Before: KRAUSE, BIBAS, and PHIPPS, Circuit Judges
(Filed: January 4, 2023)
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Christina Bowen [ARGUED]
Emily Erwin
Mary E. Levy

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Arielle Schoenburg
TEMPLE UNIVERSITY
BEASLEY SCHOOL OF LAW
1719 N. Broad St.
Philadelphia, PA 19122
Jessica Rickabaugh
TUCKER LAW GROUP
1801 Market St.
Ten Penn Center, Suite 2500
Philadelphia, PA 19103
Counsel for Appellant
Christen L. Casale
SALMANSON GOLDSHAW
1500 John F. Kennedy Blvd.
Two Penn Center, Suite 1230
Philadelphia, PA 19102
Thomas A. Linthorst [ARGUED]
MORGAN LEWIS & BOCKIUS
502 Carnegie Center
Princeton, NJ 08540
William R. Peterson
MORGAN LEWIS & BOCKIUS
1000 Louisiana St., Suite 4000
Houston, TX 77002
Counsel for Appellee

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_______________
OPINION OF THE COURT
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BIBAS, Circuit Judge.
Procedural errors can sink a case, even if they are not juris-
dictional. Abdul Jaludi made two such errors on his way to fed-
eral court: he filed his administrative complaint after the statute
of limitations had run, and he sued before exhausting his ad-
ministrative remedies. Though neither mistake was jurisdic-
tional under the Sarbanes-Oxley Act, his delay in filing justi-
fied the District Court’s dismissal. We will thus affirm.
I. BACKGROUND
Jaludi had a flourishing career at Citigroup. But after he
reported company wrongdoing, he was demoted, transferred,
and (in 2013) let go. His troubles did not end there. Citigroup,
he claims, blacklisted him from the whole financial industry.
In 2015, Jaludi sued Citigroup for retaliation. He brought
claims under both the Sarbanes-Oxley Act and the Racketeer
Influenced and Corrupt Organizations Act. The District Court
sent his claims to arbitration.
Jaludi appealed the arbitration order. In early 2018, while
that appeal was pending, he filed an administrative complaint
with the Secretary of Labor. That complaint rehashed the alle-
gations here, and added one more: In late 2017, a headhunter
had stopped returning his calls. Citigroup, he suspected, was
behind this silent treatment. We then decided his appeal, hold-
ing that he need not arbitrate his Sarbanes-Oxley claims, and

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remanded to let them proceed in court. Jaludi v. Citigroup, 933
F.3d 246, 248 (3d Cir. 2019).
But Jaludi’s victory was short-lived. On remand, the Dis-
trict Court dismissed for failure to state a claim because his
administrative complaint was untimely. Though Sarbanes-
Oxley required an administrative complaint within 180 days of
the retaliatory conduct, he had waited more than two years after
the last incident.
We appointed Mary Levy of Temple University’s Beasley
School of Law to brief this appeal on Jaludi’s behalf, together
with her law students Christina Bowen, Emily Erwin, and Ari-
elle Schoenburg. Jessica Rickabaugh also contributed to the
brief, and Bowen argued the case for Jaludi. We thank them all
for their service to our Court.
On appeal, both parties say the District Court got it wrong.
Jaludi says the court should have granted him leave to amend
because the 2017 allegation that he added in his administrative
complaint happened fewer than 180 days before that com-
plaint, making it timely. Citigroup says that Jaludi failed to ex-
haust his administrative remedies before suing, so the court
should have dismissed for lack of jurisdiction.
II. UNDER SARBANES-OXLEY, NEITHER TIMELINESS NOR
EXHAUSTION IS JURISDICTIONAL
We start, of course, with jurisdiction, which we review de
novo. Great W. Mining & Min. Co. v. Fox Rothschild LLP, 615
F.3d 159, 163 (3d Cir. 2010). Congress can limit our jurisdic-
tion by imposing procedural requirements. But not all proce-
dural requirements are jurisdictional. Some speak only to the

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parties’ duties, not our power. Boechler, P.C. v. Comm’r, 142 S.
Ct. 1493, 1497 (2022). They prescribe the route that parties
must take to the courthouse doors but do not lock those doors.
To be sure, violations of a nonjurisdictional procedural require-
ment often end in dismissal. Fort Bend Cnty. v. Davis, 139 S.
Ct. 1843, 1849 (2019). But because they do not deprive us of
jurisdiction, we can sometimes overlook or excuse them.
Boechler, 142 S. Ct. at 1497.
By contrast, violating a jurisdictional procedural require-
ment locks the courthouse doors. “Jurisdictional requirements
cannot be waived or forfeited, must be raised by courts sua
sponte, and … do not allow for equitable exceptions.” Id. Be-
cause these consequences are severe, Congress must state
clearly that a procedural requirement is jurisdictional. Id. It
need not use magic words. Instead, “traditional tools of statu-
tory construction must plainly show that Congress imbued a
procedural bar with jurisdictional consequences.” United
States v. Kwai Fun Wong, 575 U.S. 402, 410 (2015).
One such traditional tool is statutory context. Id. at 411. The
Supreme Court “has often explained that Congress’s separation
of a [procedural bar] from a jurisdictional grant indicates that
the … bar is not jurisdictional.” Id.; see, e.g., Arbaugh v. Y&H
Corp., 546 U.S. 500, 505, 514–15 (2006) (explaining that
Title VII’s fifteen-employee threshold was not jurisdictional
because Congress put it in the statute’s definitional section, not
its jurisdictional provision); Reed Elsevier, Inc. v. Muchnick,
559 U.S. 154, 164–65 (2010) (emphasizing that neither of the
provisions granting district courts jurisdiction to hear
copyright-infringement actions mentions the Copyright Act’s

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registration requirement). But it is not enough to put a proce-
dural bar and a jurisdictional grant in the same provision, or
even in the same sentence. Boechler, 142 S. Ct. at 1499. Rather,
there must be “a clear tie between” the two. Id.
Jaludi made two procedural mistakes. First, he waited more
than 180 days to file an administrative complaint and thus
exceeded Sarbanes-Oxley’s statute of limitations. 18 U.S.C.
§ 1514A(b)(2)(D). Second, he did not file that complaint until
after he sued in federal court, violating the exhaustion require-
ment. Id. § 1514A(b)(1)(B). As the District Court rightly held,
neither requirement is jurisdictional.
A. Sarbanes-Oxley’s statute of limitations is not
jurisdictional
The Act’s statute of limitations is not jurisdictional. That
provision specifies that an administrative complaint must be
filed “not later than 180 days after the date on which the viola-
tion occurs, or after the date on which the employee became
aware of the violation.” 18 U.S.C. § 1514A(b)(2)(D). It does
not “speak in jurisdictional terms or refer in any way to the
jurisdiction of the district courts.” Zipes v. Trans World Air-
lines, Inc., 455 U.S. 385, 394 (1982). It is tucked under a para-
graph labeled “Procedure” and is structurally separate from
any provision mentioning jurisdiction. See Kwai Fun Wong,
575 U.S. at 411–12; Henderson ex rel. Henderson v. Shinseki,
562 U.S. 428, 439 (2011). The Act gives no hint, let alone a
“clear” one, that this time limit is jurisdictional. Kwai Fun
Wong, 575 U.S. at 409–10. Plus, we recently held that an al-
most identically worded time limit in another statute was not
jurisdictional. Guerra v. Consol. Rail Corp., 936 F.3d 124,

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133–35 (3d Cir. 2019). So as the District Court held, Jaludi’s
delay past the statute of limitations did not defeat jurisdiction.
B. Nor is its exhaustion requirement jurisdictional
Jaludi’s failure to file an administrative complaint before
suing is a closer case. Sarbanes-Oxley specifies that a party
“may seek relief” by
(A) filing a complaint with the Secretary of Labor; or
(B) if the Secretary has not issued a final decision within
180 days of the filing of the complaint and there is no
showing that such delay is due to the bad faith of the
claimant, bringing an action at law or equity for de novo
review in the appropriate district court of the United
States, which shall have jurisdiction over such an action
without regard to the amount in controversy.
18 U.S.C. § 1514A(b)(1). Section 1514A(b)(1)(B) is a kick-out
provision: it lets a party sue in district court if the administra-
tive process drags on too long. This provision implicitly
requires exhaustion. A party can sue in district court only after
filing an administrative complaint.
The exhaustion requirement is not clearly jurisdictional.
True, several factors plausibly support reading it as jurisdic-
tional. But a plausible or even preferable reading is not enough
to make a statement clear. Boechler, 142 S. Ct. at 1499. Though
structurally the exhaustion requirement sits in a separate para-
graph from the one titled “Procedure,” that paragraph’s head-
ing does not mention jurisdiction. And though it is in a single
sentence that also mentions jurisdiction at the end, we must
parse that sentence to discern which parts are jurisdictional. Id.

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(citing Weinberger v. Salfi, 422 U.S. 749, 763–64 (1975)).
Most of the sentence addresses litigants, as nonjurisdictional
provisions typically do. E.g., EPA v. EME Homer City Gener-
ation, L.P., 572 U.S. 489, 512 (2014). Only the relative clause
at the end—“which shall have jurisdiction over such an ac-
tion”—speaks to courts and their power.
This jurisdictional clause is not tied clearly enough to the
exhaustion requirement. Under the canon of the last anteced-
ent, a referent usually refers only as far back as “the nearest
reasonable” antecedent. Boechler, 142 S. Ct. at 1498 (quoting
Antonin Scalia & Bryan A. Garner, Reading Law 144 (2012)).
“Such an action” naturally refers to “an action at law or
equity”—not the earlier exhaustion requirement. What is more,
letting “such an action” import everything that comes before
would also import an exception for a “showing that such delay
is due to the bad faith of the claimant.” Jurisdictional rules tend
to be clear, yet bad faith is murky and requires factfinding.
Though Congress could make good faith a jurisdictional re-
quirement, it rarely if ever does. We doubt that it did so here; it
certainly did not do so clearly. Thus, the jurisdictional clause
does not incorporate the earlier exhaustion requirement.
Other statutes more clearly tie jurisdiction to procedural re-
quirements, “accentuat[ing] the lack of comparable clarity”
here. Id. at 1499. Boechler gave two examples. Id. at 1498–99.
In one, the Tax Court has “jurisdiction over any action … if
such action is brought within 180 days.” 26 U.S.C.
§ 6404(g)(1) (1994 ed., Supp. II) (emphasis added). In the
other, “[t]he individual may petition the Tax Court (and the Tax
Court shall have jurisdiction) to determine the appropriate re-
lief available to the individual under this section if such petition

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is filed during the 90-day period.” § 6015(e)(1)(A) (1994 ed.,
Supp. IV) (emphasis added). We can find no such language ex-
pressly conditioning jurisdiction on exhaustion in Sarbanes-
Oxley, and the parties cite none.
Our precedent confirms our reasoning. Guerra read a sim-
ilarly worded provision in another statute as granting jurisdic-
tion over an action at law or equity rather than restricting juris-
diction to exhausted claims. 936 F.3d at 135. True, our holding
today rejects the Second Circuit’s contrary approach. Daly v.
Citigroup Inc., 939 F.3d 415, 427–28 (2d Cir. 2019). But Daly
predates Boechler and never considered the last-antecedent
canon. Daly also stressed that the exhaustion requirement was
in the same sentence as the jurisdictional provision, even
though Boechler later warned against relying on that mere
proximity. Compare id. at 427, with Boechler, 142 S. Ct. at
1499. So we must follow Boechler and Guerra, not Daly.
Because neither the Act’s time limit nor its exhaustion
requirement clearly states that it is jurisdictional, we proceed
to the merits.
III. JALUDI’S COMPLAINT CAME TOO LATE,
AND AMENDMENT WOULD BE FUTILE
As mentioned, Jaludi had to file an administrative com-
plaint within 180 days of suffering or discovering retaliation
against him. See 18 U.S.C. § 1514A(b)(2)(D). But after learn-
ing of the alleged misconduct, he waited years to do so. So this
suit is time-barred. And that untimeliness dooms his case.
Plus, the District Court rightly held that amending would
be futile. Jaludi seeks to rescue his late complaint by adding a

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timely allegation. He says that in late 2017, he submitted a
résumé to a headhunter who had reached out to him about a job
opening, but he never heard back. He blames this silence on
“his blacklisting at Citigroup.” Appellant’s Br. 40. But there is
no reason to think that Citigroup had anything to do with this
silence, let alone that Jaludi’s whistleblowing was a “contrib-
uting factor” to the headhunter’s unresponsiveness. Wiest v.
Tyco Elecs. Corp., 812 F.3d 319, 330 (3d Cir. 2016). This pro-
posed allegation is implausible. Because the complaint, even
as amended, would fail to state a claim, the court properly
denied leave to amend. See In re Digit. Island Sec. Litig., 357
F.3d 322, 337 (3d Cir. 2004).
* * * * *
Jaludi sued Citigroup and then filed an administrative com-
plaint after the statute of limitations had run out. Neither
Sarbanes-Oxley’s statute of limitations nor its exhaustion re-
quirement is jurisdictional. But because the administrative
complaint was untimely, we will affirm the District Court’s dis-
missal with prejudice.

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