Clifford Boynes v. Limetree Bay Ventures LLC

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
_______________
No. 23-2432
_______________
CLIFFORD BOYNES; CHRIS CHRISTIAN; MARGARET
THOMPSON; DELIA ALMESTICA; CARLOS CHRIS-
TIAN; ANNA REXACH-CONSTANTINE; MERVYN
CONSTANTINE; NEAL DAVIS; EDNA SANTIAGO;
GUIDRYCIA WELLS; O’SHAY WELLS; AARON G.
MAYNARD; VERNE MCSWEEN; ROCHELLE GOMEZ;
MYRNA MATHURIN; JOAN MATHURIN; WARRING-
TON CHAPMAN; ANN MARIE JOHN-BAPTISTE; LEOBA
JOHN-BAPTISTE-PELLE; J.M.M., by and through his
mother Anna Rexach-Constantine; V.M., by and through his
mother Anna Rexach-Constantine; Z.R.C., by and through his
mother Anna Rexach-Constantine; M.M., by and through his
mother Anna Rexach-Constantine; O.N., by and through his
mother Guidrycia Wells
v.
LIMETREE BAY VENTURES LLC; ARC LIGHT CAPI-
TAL PARTNERS; FREEPOINT COMMODITIES; EIG
GLOBAL ENERGY PARTNERS; BP PRODUCTS NORTH
AMERICA INC.; LIMETREE BAY TERMINALS LLC,
d/b/a Ocean Point Terminals; LIMETREE BAY HOLDINGS
LLC; LIMETREE BAY PREFERRED HOLDINGS LLC;

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ARCLIGHT AIV, L.P.; ARCLIGHT ENERGY PARTNER
FUND VI L.P.; UNIVERSAL PLANT SERVICES VI LLC;
EXCEL CONSTRUCTION MAINTENANCE VI INC.;
ELITE TURNAROUND SPECIALISTS LTD.; PINNACLE
SERVICES LLC; VERSA INTEGRITY GROUP INC.;
NATIONAL INDUSTRIES SERVICES LLC;
JOHN DOES 1–100
_______________
HELEN SHIRLEY; ANISHA HENDRICKS; CRISTEL
RODRIGUEZ; JOSIE BARNES; ARLEEN MILLER;
ROSALBA ESTEVEZ; ISIDORE JULES; JOHN SONSON;
VIRGINIE GEORGE; and all others similarly situated
v.
LIMETREE BAY VENTURES LLC; LIMETREE BAY
TERMINALS LLC; LIMETREE BAY REFINING LLC
_______________
FRANCIS CHARLES; THERESA J. CHARLES
v.
LIMETREE BAY REFINING LLC; LIMETREE BAY TER-
MINALS LLC; LIMETREE BAY VENTURES LLC; ARC
LIGHT CAPITAL PARTNERS LLC; FREEPOINT

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COMMODITIES; EIG GLOBAL ENERGY PARTNERS;
ARCLIGHT ENERGY PARTNER FUND VI L.P.;
ARCLIGHT AIV, L.P.; LIMETREE BAY HOLDINGS LLC;
LIMETREE BAY PREFERRED HOLDINGS LLC
_______________
BEECHER COTTON; PAMELA L. COLON; SIRDINA
ISAAC-JOSEPH; SYLVIA BROWNE; JEAN-MARIE
ALVINA ILARRAZA; ESTHER CLIFFORD; RYAN
ALLEYNE; AGNES AUGUSTUS; CESARINA MIRANDA
v.
LIMETREE BAY VENTURES LLC; LIMETREE BAY
REFINING LLC; LIMETREE BAY TERMINALS LLC,
d/b/a Ocean Point Terminals; ARC LIGHT CAPITAL PART-
NERS; FREEPOINT COMMODITIES; EIG GLOBAL
ENERGY PARTNERS; BP PRODUCTS NORTH AMER-
ICA INC.; JOHN DOES 1–10; LIMETREE BAY HOLD-
INGS LLC; LBR LIQUIDATING TRUST; M. DAVID
SUNN; UNIVERSAL PLANT SERVICES VI, LLC; EXCEL
CONSTRUCTION MAINTENANCE VI INC.; ELITE
TURNAROUND SPECIALISTS LTD.; PINNACLE SER-
VICES LLC; VERSA INTEGRITY GROUP INC.;
NATIONAL INDUSTRIES SERVICES LLC

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_______________
LIMETREE BAY TERMINALS LLC,
Appellant
_______________
On Appeal from the District Court
for the Virgin Islands
(D.C. Nos. 1:21-cv-00253; 1:21-cv-00259;
1:21-cv-00260; 1:21-cv-00261)
District Judge: Honorable Wilma A. Lewis
_______________
Argued: May 16, 2024
Before: JORDAN, SHWARTZ, and BIBAS, Circuit Judges
(Filed: August 5, 2024)
Carl A. Beckstedt, III
BECKSTEDT & KUCZYNSKI
2162 Church Street
Christiansted, VI 00820
Kevin J. Bruno
Jane Thomas
BLANK ROME
1271 Avenue of the Americas
New York, NY 10020
Melanie S. Carter
BLANK ROME

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130 North 18th Street
One Logan Square
Philadelphia, PA 19103
Stephen M. Orlofsky [ARGUED]
BLANK ROME
300 Carnegie Center, Suite 220
Princeton, NJ 08540
Counsel for Appellant
Carly Jonakin
Kerry J. Miller
C. Hogan Paschal
Rebekka C. Veith
FISHMAN HAYGOOD
201 St. Charles Avenue, Suite 4600
New Orleans, LA 70170
Counsel for Appellee Clifford Boynes
John K. Dema
LAW OFFICES OF JOHN K. DEMA
1236 Strand Street, Suite 103
Christiansted, VI 00820
Counsel for Appellee Francis Charles
Daniel H. Charest [ARGUED]
BURNS CHAREST
900 Jackson Street, Suite 500
Dallas, TX 75202
Counsel for Appellees Helen Shirley & Beecher Cotton

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Shanon J. Carson
Yechiel M. Twersky
BERGER MONTAGUE
1818 Market Street, Suite 3600
Philadelphia, PA 19103
Lee J. Rohn
Rhea R. Lawrence
LEE J. ROHN & ASSOCIATES
1108 King Street, Suite 3
Christiansted, VI 00820
Counsel for Appellee Beecher Cotton
_______________
OPINION OF THE COURT
_______________
BIBAS, Circuit Judge.
Extraordinary harm warrants extraordinary relief. Limetree
Bay Terminals and Limetree Bay Refining reopened an oil refin-
ery in St. Croix, Virgin Islands. The refinery spewed oil onto
nearby properties, contaminating water supplies. When nearby
residents sued, the District Court granted them a preliminary
injunction, requiring Terminals and Refining to give out bot-
tled water to affected residents who could not afford to buy it.
In return, those residents collectively had to post a $50,000
bond. Because the court properly ordered the bottled-water
program and set a bond amount that balanced the cost to Ter-
minals against what the residents could afford, we will affirm.

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I. THE REFINERY SPEWED OIL, SO THE DISTRICT COURT
ORDERED THE COMPANIES TO GIVE RESIDENTS
BOTTLED WATER
After a St. Croix oil refinery got fined millions of dollars
for polluting the environment, it closed for about a decade.
During that time, Terminals bought and then sold the refinery
to its sister company, Refining. Terminals kept doing mainte-
nance and repair work on the refinery and held onto its operat-
ing permit. In early 2021, the refinery reopened. Only three
days later, it released “a mist with heavy oil in it” that settled
on nearby properties. App. 11. A few months later, it again
spewed a heavy-oil mist and spat out flames dozens of feet
high. The EPA ordered Terminals and Refining to stop running
the refinery, so they did.
Yet the damage was done. Some of the oil had gotten into
cisterns, which, in the Virgin Islands, “are a way of life.”
App. 1492. Cisterns can hold more than half a million gallons,
collecting rainwater runoff from roofs. Strainers in the pipes
filter out large debris but cannot keep out oil. Because the islands
have no reliable public water supply, many residents rely on
these tanks for cooking, bathing, and drinking water.
So the companies tried to fix their mess. First, they sent
teams to identify and clean contaminated cisterns. Then they
hired a company to inspect residents’ properties and told it to
pay residents if it found even a speck of oil.
Still, not all residents had access to clean water. They
brought these class-action suits against the companies, seeking
damages plus injunctive relief. For about a year, the court put
those suits on hold, while a mediation and bankruptcy plan

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required the companies to give out free bottled water. When
that plan ended, the residents sought the preliminary injunc-
tion, requiring Terminals and Refining to keep giving residents
bottled water.
After a hearing, the District Court granted that injunction.
First, it found that even though the companies’ contracts listed
Refining as the refinery’s sole operator, the refinery’s federal
operating permit listed both companies. So not only Refining,
but also “Terminals had a duty to ensure that the refinery, as a
whole, complied with the Clean Air Act and the requirements
imposed by the [federal operating] [p]ermit.” App. 23. Based
on testimony from residents and experts, it also found that Ter-
minals had likely violated that duty by contaminating sur-
rounding properties with oil. Because oil does not break down,
it reasoned, the oil was still there. And because oil-contaminated
water threatens human health, the court found a present and
continuing harm to the residents. Since some residents could
not afford to buy clean water, it concluded that they would suf-
fer irreparable harm and should get injunctive relief.
After another hearing, the District Court set the scope of the
bottled-water program. Relying on data and expert testimony,
the court limited relief to those living in certain neighborhoods
who get need-based government financial assistance. Rather
than waive an injunction bond or set it at just $250, the court
required the residents collectively to post $50,000 for the first
thousand participating households, plus $50 for each house-
hold after that. Though the court found the bond amount “cer-
tainly minimal relative to the anticipated costs associated with
the water program,” it also “believe[d] it … more appropriate

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than an outright waiver of the bond.” App. 110. The residents
posted that bond; Terminals now appeals.
We have jurisdiction over this interlocutory appeal under
28 U.S.C. § 1292(a)(1). We review the District Court’s factual
findings for clear error, its legal conclusions de novo, and its
ultimate grant of a preliminary injunction for abuse of discre-
tion. Del. Strong Fams. v. Att’y Gen. of Del., 793 F.3d 304, 308
(3d Cir. 2015).
II. THE DISTRICT COURT PROPERLY ORDERED
THE BOTTLED-WATER PROGRAM
A court weighing a preliminary injunction must consider
four guideposts: (1) the movants’ likelihood of success on the
merits; (2) the risk that the movants will suffer irreparable harm
absent preliminary relief; (3) the balance of equities; and
(4) the public interest. Winter v. NRDC, 555 U.S. 7, 20 (2008).
The first two factors are the “most critical.” Nken v. Holder,
556 U.S. 418, 434 (2009). If both are present, the court then
considers the others. Id. at 435.
“[A] preliminary injunction is an extraordinary and drastic
remedy,” so the residents bear the burden of making “a clear
showing.” Mazurek v. Armstrong, 520 U.S. 968, 972 (1997)
(per curiam) (internal quotation marks and emphasis omitted).
Because they have made that showing, the District Court
properly exercised its discretion to grant preliminary relief.
A. The District Court rightly found that the residents
are likely to succeed
On the first factor, the residents had to show they are rea-
sonably likely to win this lawsuit. Reilly v. City of Harrisburg,

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858 F.3d 173, 176 (3d Cir. 2017). Terminals argues that they
cannot because they sued the wrong company. Only Refining
operated the refinery under the companies’ contracts, Termi-
nals says, so only Refining had a duty to ensure compliance
with the operating permit.
Not so. True, Terminals and Refining contracted to oversee
different parts of the operation. But Terminals never amended
its operating permit to incorporate those agreements. And
though Refining had the option to become sole holder of the
permit, it did not. Instead, it became a co-permittee. As co-
permittees, both companies had to “comply with all conditions
of th[e] operating permit.” App. 3554. Terminals could not
contract away that federal duty.
Even if Terminals could have, it did not. Though its con-
tract barred it from “unduly interfer[ing]” with operating the
refinery, leaving those duties to Refining, it was careful not “to
negate or obviate any condition or use restriction set forth in
any permit.” App. 5046, 5050. So if the refinery violated the
federal operating permit, as suggested by the weight of the
evidence, both Terminals and Refining are on the hook.
B. The District Court properly found irreparable harm
absent the bottled-water program
The residents also needed to show that they “specifically
and personally risk[ed] irreparable harm.” Adams v. Freedom
Forge Corp., 204 F.3d 475, 487 (3d Cir. 2000). For harm to be
irreparable, it “cannot be redressed by a legal or an equitable
remedy following a trial.” Instant Air Freight Co. v. C.F. Air
Freight, Inc., 882 F.2d 797, 801 (3d Cir. 1989). Nor can it be
speculative. See Acierno v. New Castle County, 40 F.3d 645,

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655 (3d Cir. 1994); see also Del. State Sportsmen’s Ass’n v.
Del. Dep’t of Safety & Homeland Sec., Nos. 23-1633, 23-1634
& 23-1641, 2024 WL 3406290, at *7 (3d Cir. July 15, 2024).
Still, courts typically grant preliminary injunctions based
on relaxed procedures and incomplete evidence. Kos Pharms.,
Inc. v. Andrx Corp., 369 F.3d 700, 718 (3d Cir. 2004). Courts
can thus grant relief for many plaintiffs based on the testimony
of a few “so long as the plaintiffs lay an adequate foundation
from which one could draw inferences that the testifying plain-
tiffs are similarly situated” to all the other plaintiffs. Adams,
204 F.3d at 487.
Though only a few residents testified here, the plaintiffs
laid enough of a foundation for the District Court to find that
many residents are suffering irreparable harm. Terminals con-
cedes much of that foundation. Its own employees confirmed
that the refinery had sprayed oil. Its own witnesses admitted
finding oil on surrounding properties, a majority of which were
affected. Both experts and lay witnesses testified that oil con-
tamination persists unless cleaned up, a fact that Terminals
“failed to dispel.” App. 41. Some residents who could not afford
clean water resorted to using contaminated water, threatening
their health. See, e.g., Safe Drinking Water Act Amendments
of 1996, Pub. L. No. 104-182, 110 Stat. 1613, 1614 (“[S]afe
drinking water is essential to the protection of human health
….”). And as Terminals’s own lawyer conceded at oral argument,
the harm suffered by residents forced to use oil-contaminated
water is not compensable by money damages.
Building on this solid foundation, the District Court tailored
relief to ensure that only those irreparably harmed by the oil

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contamination would benefit. It limited bottled water to those
within a defined area who could not afford to buy water, based
on expert reports, models, and extensive data. That thoughtful
analysis was enough to confirm irreparable harm.
C. The District Court got the remaining factors right too
Nor did the court err in analyzing the rest of the factors.
Though Terminals must bear the substantial cost of giving out
bottled water, that cost pales in comparison with the health
costs of drinking, cooking with, or bathing in oil-contaminated
water. Plus, the injunction promotes the public’s strong interest
in access to safe drinking water. So the balance of the equities
and the public interest both favor the residents.
With all four factors weighing in favor of the preliminary
injunction, the District Court properly awarded it even before
certifying the class. As Terminals’s lawyer admitted at oral
argument, we have never held that a court must certify a class
before granting a preliminary injunction. Adams, 204 F.3d at
479–80, 490.
III. THE DISTRICT COURT PROPERLY REQUIRED
ONLY A MODEST BOND
When granting a preliminary injunction, a court must also
impose a bond “in an amount that the court considers proper to
pay the costs and damages sustained by any party found to have
been wrongfully enjoined.” Fed. R. Civ. P. 65(c). We have held
that posting a bond is “almost mandatory”; any exceptions are
“rare.” Frank’s GMC Truck Ctr., Inc. v. Gen. Motors Corp.,
847 F.2d 100, 103 (3d Cir. 1988).

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Injunction bonds serve two purposes. First, they provide
and cap a fund to compensate defendants who were mistakenly
enjoined. Sprint Commc’ns Co. L.P. v. CAT Commc’ns Int’l,
Inc., 335 F.3d 235, 239–40 (3d Cir. 2003). Second, they force
plaintiffs to “think carefully” before accepting interlocutory
relief. Instant Air Freight, 882 F.2d at 804 (internal quotation
marks omitted).
As a rule, injunction bonds should be large enough to serve
both purposes. But sometimes, that is not possible. When a
defendant has more money than the plaintiffs, as here, it may
not be possible to set a bond high enough to fully compensate
the defendant but low enough that the plaintiffs can pay it. In
such cases, we rely on the District Court to weigh these com-
peting aims. So we review the bond amount for abuse of dis-
cretion. Sprint Commc’ns, 335 F.3d at 239.
Terminals complains that the $50,000 bond amount is
“minimal” and cannot “adequately compensate Terminals for
the costs and damages sustained in running the [bottled-water]
Program.” Appellant’s Br. 55 (quoting App. 110), 57. Indeed,
the bond amount is much lower than the program’s cost. Yet
that does not make it unlawful. We hold that “an amount that
the court considers proper to pay the costs and damages sus-
tained by any” defendant may be less than the full amount
needed to make that defendant whole. Fed. R. Civ. P. 65(c)
(emphasis added). But first, the court must specifically find
that the plaintiffs cannot post the full amount and must care-
fully balance their ability to pay along with the hardships that
each side faces.

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The District Court did that here. It made “specific findings”
about how much money the residents could post and “the rela-
tive hardships to each party.” Elliott v. Kiesewetter, 98 F.3d 47,
60 (3d Cir. 1996). It rejected the residents’ request to waive the
bond or require only a nominal $250 bond. And it found that a
$50,000 bond would make them “think carefully” before accept-
ing preliminary relief. App. 110. Though the bond amount was
much smaller than the cost of giving out bottled water, that
does not make the bond amount inadequate. The court pru-
dently balanced the residents’ ability to pay against Termi-
nals’s ability to recover something if it eventually won. Plus, it
found that the public interest overwhelmingly favors the resi-
dents. The court “dr[ew] narrowly” its exception to the norm
of full compensation. Hoxworth v. Blinder, Robinson & Co.,
903 F.2d 186, 211 n.32 (3d Cir. 1990). Its conclusion was
sound.
* * * * *
Preliminary injunctions are proper only in extraordinary sit-
uations, like this one. The court properly ordered Terminals
and Refining to give out bottled water to residents in polluted
areas who are too poor to buy it for themselves. Given the res-
idents’ poverty, the court properly imposed an injunction bond
that they could pay, even though it would not be nearly enough
to cover the full cost of the bottled-water program. Because the
District Court properly applied the law and thoughtfully exer-
cised its discretion, we will affirm its preliminary injunction
and $50,000 bond.

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