City of Hoboken v. Chevron Corporation

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
_______________
No. 21-2728
_______________
CITY OF HOBOKEN
v.
CHEVRON CORPORATION; CHEVRON U.S.A. INC.;
EXXON MOBIL CORPORATION; EXXONMOBIL OIL
CORPORATION; SHELL PLC; BP P.L.C.; BP AMERICA,
INC.; CONOCOPHILLIPS; CONOCOPHILLIPS CO.;
PHILLIPS 66; PHILLIPS 66 COMPANY; AMERICAN
PETROLEUM INSTITUTE; SHELL USA,
Appellants.
_______________
On Appeal from the United States District Court
for the District of New Jersey
(D.C. No. 2:20-cv-14243)
District Judge: Honorable John M. Vazquez
_______________
No. 22-1096
_______________
STATE OF DELAWARE, ex rel. Kathleen Jennings,
Attorney General of the State of Delaware
v.

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BP AMERICA INC.; BP P.L.C.; CHEVRON
CORPORATION; CHEVRON U.S.A. INC.;
CONOCOPHILLIPS; CONOCOPHILLIPS COMPANY;
PHILLIPS 66; PHILLIPS 66 COMPANY; EXXON MOBIL
CORPORATION; EXXONMOBIL OIL CORPORATION;
XTO ENERGY INC.; HESS CORPORATION;
MARATHON OIL CORPORATION; MARATHON
PETROLEUM CORPORATION; MARATHON
PETROLEUM COMPANY LP; SPEEDWAY LLC;
MURPHY OIL CORPORATION; MURPHY USA INC.;
SHELL PLC; SHELL USA; CITGO PETROLEUM
CORPORATION; TOTALENERGIES SE.; OCCIDENTAL
PETROLEUM CORPORATION; DEVON ENERGY
CORPORATION; APACHE CORPORATION; CNX
RESOURCES CORPORATION; CONSOL ENERGY INC.;
OVINTIV, INC.; AMERICAN PETROLEUM INSTITUTE;
TOTALENERGIES MARKETING USA, INC.,
Appellants.
_______________
On Appeal from the United States District Court
for the District of Delaware
(D.C. No. 1:20-cv-01429)
District Judge: Honorable Leonard P. Stark
_______________
Argued: June 21, 2022
Before: McKEE, RESTREPO, and BIBAS, Circuit Judges
(Filed: August 17, 2022)
_______________

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Theodore J. Boutrous, Jr.
G IBSON D UNN & C RUTCHER
333 S. Grand Ave.
Los Angeles, CA 90071
Thomas G. Hungar
G IBSON D UNN & C RUTCHER
1050 Connecticut Ave. NW
Washington, DC 20036
Counsel for Appellants Chevron Corp. & Chevron USA
Inc. (Nos. 21-2728 & 22-1096)
Joel M. Silverstein
Herbert J. Stern
S TERN K ILCULLEN & R UFOLO
325 Columbia Turnpike, Suite 110
Florham Park, NJ 07932
Counsel for Appellants Chevron Corp. & Chevron USA
Inc. (No. 21-2728)
Joshua D. Dick
G IBSON D UNN & C RUTCHER
555 Mission St., Suite 3000
San Francisco, CA 94105
Andrea E. Neuman
G IBSON D UNN & C RUTCHER
200 Park Ave., 47th Floor
New York, NY 10166
William E. Thomson, III
G IBSON D UNN & C RUTCHER
333 S. Grand Ave.

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Los Angeles, CA 90071
Counsel for Appellants Chevron Corp. & Chevron USA
Inc. (No. 22-1096)
William T. Marks
Kannon K. Shanmugam
P AUL W EISS R IFKIND W HARTON & G ARRISON
2001 K St. NW
Washington, DC 20006
Daniel J. Toal
Theodore V. Wells, Jr.
P AUL W EISS R IFKIND W HARTON & G ARRISON
1285 Ave. of the Americas
New York, NY 10019
Counsel for Appellants Exxon Mobil Corp. & ExxonMobil
Oil Corp. (Nos. 21-2728 & 22-1096) & XTO Energy
(No. 22-1096)
Kevin H. Marino
John D. Tortorella
M ARINO T ORTORELLA & B OYLE
437 S. Blvd.
Chatham, NJ 07928
Counsel for Appellants Exxon Mobil Corp. & ExxonMobil
Oil Corp. (No. 21-2728)
Paul J. Fishman
A RNOLD & P ORTER K AYE S CHOLER
One Gateway Ctr., Suite 1025
Newark, NJ 07102

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Matthew T. Heartney
John D. Lombardo
A RNOLD & P ORTER K AYE S CHOLER
777 S. Figueroa St., 44th Floor
Los Angeles, CA 90017
Jonathan W. Hughes
A RNOLD & P ORTER K AYE S CHOLER
3 Embarcadero Ctr., 10th Floor
San Francisco, CA 94111
Nancy G. Milburn
Diana E. Reiter
A RNOLD & P ORTER K AYE S CHOLER
250 W. 55th St.
New York, NY 10019
Counsel for Appellants BP PLC & BP America Inc.
(Nos.21-2728 & 22-1096)
Steven M. Bauer
Margaret Tough
L ATHAM & W ATKINS
505 Montgomery St., Suite 2000
San Francisco, CA 94111
Daniel R. Brody
Jameson R. Jones
B ARTLIT BECK
1801 Wewatta St., Suite 1200
Denver, CO 80202
Counsel for Appellants ConocoPhillips & ConocoPhillips
Co. (Nos. 21-2728 & 22-1096)

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Jeffrey S. Chiesa
Michael K. Plumb
Dennis M. Toft
C HIESA S HAHINIAN & G IANTOMASI
One Boland Dr.
West Orange, NJ 07024
Counsel for Appellants ConocoPhillips & ConocoPhillips
Co. (No. 21-2728)
Daniel J. Brown
Alexandra M. Joyce
M C C ARTER & E NGLISH
405 N. King St.
Renaissance Ctr., 8th Floor
Wilmington, DE 19801
Counsel for Appellants ConocoPhillips & ConocoPhillips
Co. (No. 22-1096)
Steven M. Bauer
L ATHAM & W ATKINS
505 Montgomery St., Suite 2000
San Francisco, CA 94111
Counsel for Appellants Phillips 66 & Phillips 66 Co.
(Nos.21-2728 & 22-1096)
Anthony P. Callaghan
G IBBONS
One Pennsylvania Plaza, 37th Floor
New York, NY 10119
Sylvia-Rebecca Gutierrez
Thomas R. Valen
G IBBONS

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One Gateway Ctr.
Newark, NJ 07102
Counsel for Appellants Phillips 66 & Phillips 66 Co.
(No. 21-2728)
Daniel J. Brown
Alexandra M. Joyce
M C C ARTER & E NGLISH
405 N. King St.
Renaissance Ctr., 8th Floor
Wilmington, DE 19801
Margaret Tough
L ATHAM & W ATKINS
505 Montgomery St., Suite 2000
San Francisco, CA 94111
Robert W. Whetzel
R ICHARDS L AYTON & F INGER
920 N. King St.
One Rodney Square
Wilmington, DE 19801
Counsel for Appellants Phillips 66 & Phillips 66 Co.
(No. 22-1096)
Kathryn M. Barber
Brian D. Schmalzbach
M C G UIREW OODS
800 E. Canal St.
Gateway Plaza
Richmond, VA 23219

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Jeffrey M. Beyer
Anthony J. Zarillo, Jr.
R IKER D ANZIG S CHERER H YLAND & P ERRETTI
One Speedwell Ave.
Headquarters Plaza
Morristown, NJ 07962
Counsel for Appellant American Petroleum Institute
(No. 21-2728)
Kevin J. Mangan
W OMBLE BOND D ICKINSON
1313 N. Market St., Suite 1200
Wilmington, DE 19801
Andrew G. McBride
M C G UIREW OODS
888 16th St. NW, Suite 500
Washington, DC 20006
Counsel for Appellant American Petroleum Institute
(No. 22-1096)
David C. Frederick [Argued]
Grace W. Knofczynski
Daniel Severson
K ELLOGG H ANSEN T ODD F IGEL & FREDERICK
1615 M St. NW
Sumner Square, Suite 400
Washington, DC 20036
Counsel for Appellants Shell PLC & Shell USA Inc.
(Nos. 21-2728 & 22-1096)
Steven L. Caponi
K&L G ATES

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600 N. King St., Suite 901
Wilmington, DE 19801
Counsel for Appellants Shell PLC & Shell USA Inc.
(No. 22-1096)
Joseph J. Bellew
W HITE & W ILLIAMS
600 N. King St., Suite 800
Wilmington, DE 19801
Megan H. Berge
B AKER B OTTS
101 California St., Suite 3200
San Francisco, CA 94111
J. Scott Janoe
B AKER B OTTS
910 Louisiana St.
One Shell Plaza, 37th Floor
Houston, TX 77002
Counsel for Appellants Hess Corp. & Murphy Oil Corp.
(No. 22-1096)
Tristan L. Duncan
S HOOK H ARDY & B ACON
2555 Grand Blvd.
Kansas City, MO 64108
Daniel B. Rogers
S HOOK H ARDY & B ACON
201 S. Biscayne Blvd., Suite 3200
Miami, FL 33131
Counsel for Appellant Murphy USA (No. 22-1096)

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Michael A. Barlow
A BRAMS & B AYLISS
20 Montchanin Rd., Suite 200
Wilmington, DE 19807
Robert P. Reznick
O RRICK H ERRINGTON & S UTCLIFFE
1152 15th St. NW
Columbia Ctr.
Washington, DC 20005
Counsel for Appellant Marathon Oil Corp. (No. 22-1096)
Shannon S. Broome
Ann M. Mortimore
H UNTON A NDREWS K URTH
50 California St., Suite 1700
San Francisco, CA 94111
Shawn P. Regan
H UNTON A NDREWS K URTH
200 Park Ave., 52nd Floor
New York, NY 10166
Antionette D. Hubbard
M ARON M ARVEL B RADLEY & A NDERSON
1201 N. Market St., Suite 900
Wilmington, DE 19801
Counsel for Appellants Marathon Petroleum Corp., Mara-
thon Petroleum Co. LP, & Speedway LLC (No. 22-1096)
Robert E. Dunn
E IMER S TAHL

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99 S. Almaden Blvd., Suite 642
San Jose, CA 95113
Nathan P. Eimer
Pamela R. Hanebutt
Lisa S. Meyer
E IMER S TAHL
224 S. Michigan Ave., Suite 1100
Chicago, IL 60604
Counsel for Appellant Citgo Petroleum Corp. (No. 22-
1096)
Jeffrey L. Moyer
R ICHARDS L AYTON & F INGER
920 N. King St.
One Rodney Square
Wilmington, DE 19801
Vanessa Lavely
Kevin J. Orsini
C RAVATH S WAINE & M OORE
825 Eighth Ave.
Worldwide Plaza
New York, NY 10019
Counsel for Appellant Occidental Petroleum Corp.
(No. 22-1096)
Joy C. Fuhr
Brian D. Schmalzbach
M C G UIREW OODS
800 E. Canal St.
Gateway Plaza
Richmond, VA 23219

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Christian J. Singewald
W HITE & W ILLIAMS
600 N. King St., Suite 800
Wilmington, DE 19801
Counsel for Appellant Devon Energy Corp. (No. 22-1096)
Michael A. Barlow
A BRAMS & B AYLISS
20 Montchanin Rd., Suite 200
Wilmington, DE 19807
Alexandra Ewing
Robert W. Whetzel
R ICHARDS L AYTON & F INGER
920 N. King St.
One Rodney Square
Wilmington, DE 19801
Robert P. Reznick
O RRICK H ERRINGTON & S UTCLIFFE
1152 15th St. NW
Columbia Ctr.
Washington, DC 20005
Counsel for Appellant Apache Corp. (No. 22-1096)
J. Benjamin Aguinaga
JONES D AY
2727 N. Harwood St., Suite 600
Dallas, TX 75201
Noel J. Francisco
David M. Morrell

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JONES D AY
51 Louisiana Ave. NW
Washington, DC 20001
David C. Kiernan
JONES D AY
555 California St., 26th Floor
San Francisco, CA 94104
Counsel for Appellants CNX Resources Corp., Consol
Energy Inc., & Ovintiv Inc. (No. 22-1096)
Tracy A. Roman
Kathleen T. Sooy
C ROWELL & M ORING
1001 Pennsylvania Ave. NW
Washington, DC 20004
Counsel for Appellants CNX Resources Corp. & Consol
Energy Inc. (No. 22-1096)
Honor R. Costello
C ROWELL & M ORING
590 Madison Ave., 20th Floor
New York, NY 10022
Counsel for Appellant Consol Energy Inc. (No. 22-1096)
Michael F. Healy
S HOOK H ARDY & B ACON
555 Mission St., Suite 2300
San Francisco, CA 94105
Mackenzie M. Wrobel
D UANE M ORRIS
1201 N. Market St., Suite 501

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Wilmington, DE 19801
Michael L. Fox
D UANE M ORRIS
7500 B St., Suite 2900
San Diego, CA 92101
Counsel for Appellant Ovintiv Inc. (No. 22-1096)
Blake K. Rohrbacher
Alexandra Ewing
Robert W. Whetzel
R ICHARDS L AYTON & F INGER
920 N. King St.
One Rodney Square
Wilmington, DE 19801
Counsel for Appellants TotalEnergies Marketing USA Inc.
& Total Energies SE (No. 22-1096)
Jonathan S. Abady
Matthew D. Brinckerhoff [Argued]
Ananda V. Burra
Max R. Selver
E MERY C ELLI B RINCKERHOFF A BADY W ARD & M AAZEL
600 Fifth Ave., 10th Floor
New York, NY 10020
Gerald Krovatin
Helen A. Nau
K ROVATIN N AU
60 Park Place, Suite 1100
Newark, NJ 07102
Counsel for Appellee City of Hoboken (No. 21-2728)

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Stephanie D. Biehl
Matthew K. Edling
Quentin C. Karpilow
Victor M. Sher [Argued]
S HER E DLING
100 Montgomery St., Suite 1410
San Francisco, CA 94104
Ralph K. Durstein, III
Christian D. Wright
O FFICE OF A TTORNEY G ENERAL OF D ELAWARE
Delaware Department of Justice
820 N. French St.
Carvel Office Building
Wilmington, DE 19801
Jameson A.L. Tweedie
D ELAWARE D EPARTMENT OF JUSTICE
Environmental Unit
391 Lukens Dr.
New Castle, DE 19720
Counsel for Appellee Delaware (No. 22-1096)
James P. Davy
A LL R ISE TRIAL & A PPELLATE
P.O. Box 15216
Philadelphia, PA 19125
Counsel for Amici Federal Courts & Foreign Relations
Scholars (No. 22-1096)
Philip S. Goldberg
S HOOK H ARDY & B ACON
1800 K St. NW, Suite 1000

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Washington, DC 20006
Counsel for Amici National Association of Convenience
Stores, NATSO Inc, Society of Gasoline Marketers of
America & National Association of Manufacturers
(No. 21-2728) & National Association of Manufacturers
(No. 22-1096)
Jamison Davies
N EW Y ORK C ITY L AW D EPARTMENT
100 Church St.
New York, NY 10007
Counsel for Amicus City of New York (No. 21-2728)
Peter D. Huffman
N ATURAL R ESOURCES D EFENSE C OUNCIL
1152 15th St. NW, Suite 300
Washington, DC 20005
Counsel for Amicus Natural Resources Defense Council
(Nos. 21-2728 & 22-1096)
Christian D. Wright
O FFICE OF A TTORNEY G ENERAL OF D ELAWARE
Delaware Department of Justice
820 N. French St.
Carvel Office Building
Wilmington, DE 19801
Counsel for Amici Delaware, Connecticut, Hawaii,
Maine, Maryland, Minnesota, New Jersey, New Mexico,
New York, Oregon, Rhode Island, Washington, Massachu-
setts, Pennsylvania, & District of Columbia (No. 21-2728)
Aaron Kleinbaum
O FFICE OF A TTORNEY G ENERAL OF N EW JERSEY

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Division of Law
25 Market St.
Hughes Justice Complex
Trenton, NJ 08625
Counsel for Amicus New Jersey (No. 22-1096)
Thomas M. Fisher
O FFICE OF A TTORNEY G ENERAL OF INDIANA
302 W. Washington St.
Indianapolis, IN 46204
Counsel for Amici Indiana (Nos. 21-2728 & 22-1096) &
Alabama, Alaska, Arkansas, Georgia, Kansas, Kentucky,
Mississippi, Missouri, Montana, Nebraska, Oklahoma,
South Carolina, Texas, Utah, Virginia, & Wyoming (No.
22-1096)
William M. Jay
Andrew Kim
G OODWIN P ROCTER
1900 N St. NW
Washington, DC 20036
Counsel for Amicus Chamber of Commerce of the United
States of America (Nos. 21-2728 & 22-1096)
Tristan L. Duncan
S HOOK H ARDY & B ACON
2555 Grand Blvd.
Kansas City, MO 64108
Daniel B. Rogers
S HOOK H ARDY & B ACON
201 S. Biscayne Blvd., Suite 3200
Miami, FL 33131

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Counsel for Amici General Richard B. Myers & Admiral
Michael G. Mullen (No. 21-2728)
Patrick A. Thronson
JANET & SUGGS
4 Reservoir Circle, Suite 200
Baltimore, MD 21208
Counsel for Amici National League of Cities & United
States Conference of Mayors (Nos. 21-2728 & 22-1096)
Scott L. Nelson
P UBLIC C ITIZEN L ITIGATION G ROUP
1600 20th St. NW
Washington, DC 20009
Counsel for Amicus Public Citizen Inc. (No. 22-1096)
Jonathan W. Cuneo
C UNEO G ILBERT & L AD UCA
4725 Wisconsin Ave NW, Suite 200
Washington, DC 20016
Counsel for Amicus Robert S. Taylor (No. 22-1096)
William A. Rossbach
R OSSBACH L AW
401 N. Washington St.
P.O. Box 8988
Missoula, MT 59807
Counsel for Amici Robert Kopp, Michael Oppenheimer,
Kristina Dahl, Brenda Ekwurzel, Peter C. Frumhoff, Gary
B. Griggs, Sverre L. Leroy, L. Delta Merner, & Donald J.
Wuebbles (No. 22-1096)

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Ron Kilgard
K ELLER R OHRBACK
3101 N. Central Ave., Suite 1400
Phoenix, AZ 85012
Counsel for Amici Robert Brulle, Center for Climate In-
tegrity, Chesapeake Climate Action Network, Justin Far-
rell, Benjamin Franta, Stephan Lewandowsky, Naomi
Oreskes, Geoffrey Supran, & Union of Concerned Scien-
tists (No. 22-1096)
Kenneth T. Kristl
W IDENER U NIVERSITY S CHOOL OF L AW
4601 Concord Pike
P.O. Box 7474
Wilmington, DE 19803
Counsel for Amici Legal Scholars (No. 22-1096)
_______________
OPINION OF THE COURT
_______________
BIBAS, Circuit Judge.
Our federal system trusts state courts to hear most cases—
even big, important ones that raise federal defenses. Plaintiffs
choose which claims to file, in which court, and under which
law. Defendants may prefer federal court, but they may not re-
move their cases to federal court unless federal laws let them.
Here, they do not.
Oil companies ask us to hear two sweeping climate-change
suits. But the plaintiffs filed those suits in state court based only

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on state tort law. And there is no federal hook that lets defend-
ants remove them to federal court. So we will affirm the Dis-
trict Courts’ orders sending them back.
I. C LIMATE C HANGE COMES TO COURT
Coastal residents have a problem. In recent decades, the
oceans have risen, harming beaches and marshland. And com-
munities have suffered torrential rains and stronger hurricanes.
Many residents blame fossil fuels for climate change. Burn-
ing fossil fuels releases carbon dioxide. And that carbon diox-
ide, studies suggest, can heat the air and eventually make the
oceans rise.
Angered, cities and states across the country have sued oil
companies. They say the oil companies knew how dangerous
fossil fuels were for the environment yet did not slow produc-
tion. And they said nothing about its dangers; on the contrary,
they labored to convince the public that burning fossil fuels
was fine.
Here, we address two of those suits. Delaware and Hobo-
ken, New Jersey each sued the oil companies in state court for
state-law torts. By “produc[ing], marketing, and s[e]l[ling] fos-
sil fuels,” they said, the oil companies had worsened climate
change. Hoboken App. 68. So they sought damages for the
environmental harm they had suffered and injunctions to stop
future harm.
Though these suits started in state court, they did not stay
there. The oil companies promptly removed them to federal
district courts. The suits’ broad focus on “global climate

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change,” the companies argued, “demand[ed] resolution by a
federal court under federal law.” Hoboken App. 194; Del. App.
94. They listed several reasons why:
 the tort claims arose under federal law, either be-
cause:
o they were inherently federal, not state claims,
or
o they raised substantive federal issues;
 the suits related to producing oil on the Outer Con-
tinental Shelf; and
 the oil companies were acting under federal officers.
But both District Courts rejected these theories. And they
were in good company: so far, four other circuits have refused
to allow the oil companies to remove similar state tort suits to
federal court. See Rhode Island v. Shell Oil Prods. Co., 35
F.4th 44, 50–51 (1st Cir. 2022); Mayor & City Council of Balt.
v. BP P.L.C., 31 F.4th 178, 238 (4th Cir. 2022); City & Cnty.
of Honolulu v. Sunoco LP, 2022 WL 2525427, at *2 (9th Cir.
July 7, 2022); Cnty. of San Mateo v. Chevron Corp., 32 F.4th
733, 744 (9th Cir. 2022); Bd. of Cnty. Comm’rs of Boulder
Cnty. v. Suncor Energy (U.S.A.) Inc., 25 F.4th 1238, 1246 (10th
Cir. 2022).
We agree with our sister circuits:
 These two lawsuits neither are inherently federal nor
raise substantial federal issues that belong in federal
court.

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 Oil production on the Outer Continental Shelf is too
many steps removed from the burning of fuels that
causes climate change.
 Plus, Delaware and Hoboken are not suing over
actions that the companies were directed to take by
federal officers.
So we will affirm the District Courts’ orders remanding these
cases to state court.
II. T HESE STATE T ORT CLAIMS D O N OT
“A RISE U NDER” F EDERAL L AW
Not all claims belong in federal court. The Constitution
limits us to hearing only cases involving claims “arising under”
its provisions, federal laws, or treaties, or those involving ad-
miralty or certain parties. U.S. Const. art. III, § 2, cl. 1. All
other claims must go to state courts instead. The oil companies
may remove these cases to federal court only if they present
federal questions. 28 U.S.C. §§ 1331, 1441.
Most federal-question cases allege violations of the Consti-
tution, federal statutes, or federal common law. But Delaware
and Hoboken allege only the torts of nuisance, trespass, negli-
gence (including negligent failure to warn), and misrepresen-
tation, plus consumer-fraud violations, all under state law. So
the companies must show either that these state claims are
completely preempted by federal law or that some substantial
federal issue must be resolved. Caterpillar Inc. v. Williams,
482 U.S. 386, 393 (1987); Grable & Sons Metal Prods., Inc. v.
Darue Eng’g & Mfg., 545 U.S. 308, 313–14 (2005). They show
neither.

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A. These are state, not federal, claims
If plaintiffs say their claims are state-law claims, we almost
always credit that. That is because plaintiffs are “the master[s]
of the[ir] claim[s].” Caterpillar, 482 U.S. at 392. They may
“avoid federal jurisdiction by exclusive reliance on state law.”
Id. After all, they choose to sue, so they choose why.
But once in a great while, we “recharacteriz[e] a state law
claim as a federal claim removable to [federal] court.” Goepel
v. Nat’l Postal Mail Handlers Union, 36 F.3d 306, 312 (3d Cir.
1994). We can do that only when some federal statute com-
pletely preempts state law.
Complete preemption is different from ordinary preemp-
tion. Ordinary preemption is a defense that applies when in-
compatible federal and state laws regulate the same actions. A
defendant may raise ordinary preemption to defeat the plain-
tiff’s state-law claim. Caterpillar, 482 U.S. at 392–93.
Complete preemption, by contrast, is a potent jurisdictional
fiction. It lets courts recast a state-law claim as a federal one.
Id. at 393. Defendants can thus remove the suit to federal court.
Ordinary preemption defenses cannot work this alchemy. Id.
But complete preemption is rare. Federal law completely
preempts state law only when there is (1) a federal statute that
(2) authorizes federal claims “vindicating the same interest as
the state claim.” Goepel, 36 F.3d at 315. Only statutes that
check both boxes can transform state-law claims into federal
ones. Id. at 311–12. And the Supreme Court has identified only
three. See Beneficial Nat’l Bank v. Anderson, 539 U.S. 1, 6–8,
10–11 (2003) (ERISA, the National Bank Act, and the Labor-

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Management Relations Act). Unsurprisingly, the companies
cannot cite an applicable statute that passes this test.
So instead, the oil companies try another tack. They suggest
a new form of complete preemption, one that relies not on stat-
utes but federal common law. Rather than limiting ourselves to
three federal statutes, they say, we should just ask if our con-
stitutional system “permit[s] the controversy to be resolved un-
der state law.” Oil Cos. Br. 29 (Hoboken) (quoting Tex. Indus.,
Inc. v. Radcliff Materials, Inc., 451 U.S. 630, 641 (1981)). Oth-
erwise, states could brush off national interests and upend the
federal system. But this theory has a fatal flaw: the lynchpin
case that the oil companies cite is about garden-variety
preemption, not the complete preemption they need. See Tex.
Indus., 451 U.S. at 641.
Undeterred, the oil companies argue that only federal com-
mon law can resolve far-reaching climate-change suits. In sup-
port, they point to a recent decision holding that a climate-
change suit had to be decided under federal, not state, law. See
City of New York v. Chevron Corp., 993 F.3d 81, 90–93 (2d
Cir. 2021). But that case involved another ordinary-preemption
defense to a case first filed in federal court. Id. at 94. It did not
even try to check the boxes needed for complete preemption.
Nor did it suggest another way to get there. See id. at 93–94
(acknowledging that its preemption analysis might not satisfy
the “heightened standard unique to the removability inquiry”).
Next, the companies cite two circuit cases that relabeled
state-common-law claims as federal. See Sam L. Majors Jew-
elers v. ABX, Inc., 117 F.3d 922, 924, 926–29 (5th Cir. 1997);
New SD, Inc. v. Rockwell Int’l Corp., 79 F.3d 953, 955 (9th

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Cir. 1996). Neither explains what gives federal courts the au-
thority to refashion state-common-law claims as federal. Be-
sides, most courts recognize that these cases are not good law.
See, e.g., Earth Island Inst. v. Crystal Geyser Water Co., 521
F. Supp. 3d 863, 874–76 (N.D. Cal. 2021) (noting New SD’s
unique facts and doubting its continued viability); Del. App. 37
n.9 (collecting cases declining to follow Sam L. Majors). We
will not follow those outliers.
Finally, the companies cite a Supreme Court footnote’s hint
that federal courts have broad power to “determine whether the
real nature of [a] claim is federal.” Federated Dep’t Stores, Inc.
v. Moitie, 452 U.S. 394, 397 n.2 (1981) (internal quotation
marks omitted). But the Court later walked that suggestion
back. Recognizing the “considerable confusion” caused by
“Moitie’s enigmatic footnote,” the Court later cabined it to its
“case-specific context.” Rivet v. Regions Bank of La., 522 U.S.
470, 477–78 (1998) (internal quotation marks omitted). The
footnote did not change “the rule” that “a federal defense,” like
ordinary preemption, does not justify removal. Id. at 478.
But the oil companies’ biggest problem is that our prece-
dent already forecloses their test. We have said that “the two-
part test for complete preemption” is “the only basis for rechar-
acterizing a state law claim as a federal claim removable to
[federal] court.” Goepel, 36 F.3d at 312 (emphasis added). So
because the oil companies have no statute, they have no re-
moval jurisdiction either.

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26
B. Nor do they raise a substantial federal question
The state tort claims may not be federal, the oil companies
say, but at least they raise “substantial, disputed federal ques-
tions.” Oil Cos. Br. 31 (Hoboken) (citing Grable, 545 U.S. at
313–14); Oil Cos. Br. 30 (Del.) (same). And when state claims
require resolving substantial federal issues, federal courts can
hear them. Gunn v. Minton, 568 U.S. 251, 258 (2013). But nei-
ther of the federal issues the oil companies identify justifies
federal jurisdiction here.
First, the companies rehash their common-law preemption
argument. Because emissions claims “arise in an area governed
exclusively by federal law,” they argue, every “element[ ] of
these claims [is] necessarily federal.” Oil Cos. Br. 31 (Del.)
(emphasis omitted); see also Oil Cos. Br. 31 (Hoboken)
(same).
But this is the same wolf in a different sheep’s clothing. The
federal issue that the oil companies identify is whether federal
common law governs these claims. Yet as we have said, there
is no complete preemption here. And ordinary preemption is a
defense. Defenses are not the kinds of substantial federal ques-
tions that support federal jurisdiction. Metro Life Ins. Co. v.
Taylor, 481 U.S. 58, 63 (1987).
Contrast this argument with the two key cases defining
what federal questions are substantial and disputed. In each, to
prove some element of a state-law claim, the plaintiff had to
win on an issue of federal law. In Grable, an “essential element
of [Grable’s state] quiet title claim” required it to prove that the
IRS had not “give[n] it adequate notice, as defined by federal

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27
law.” 545 U.S. at 314–15. And in Gunn, to show legal malprac-
tice, Gunn had to prove that if his lawyers had been competent,
“he would have prevailed in his federal patent infringement
case.” 568 U.S. at 259.
Finally, the oil companies raise First Amendment prob-
lems. They stress that these suits charge them with misrepre-
senting “matters of public concern” about climate change. Oil
Cos. Br. 33 (Hoboken); Oil Cos. Br. 33 (Del.). But though the
First Amendment limits state laws that touch speech, those lim-
its do not extend federal jurisdiction to every such claim. State
courts routinely hear libel, slander, and misrepresentation cases
involving matters of public concern. The claims here arise un-
der state law, and their elements do not require resolving sub-
stantial, disputed federal questions.
III. T HESE CLAIMS A RE T OO F AR R EMOVED FROM
O IL P RODUCTION ON THE O UTER C ONTINENTAL S HELF
The oil companies fall back on statutes that let federal
courts hear state-law claims on special subjects. Here, they cite
a law that lets federal courts hear cases
arising out of, or in connection with (A) any op-
eration conducted on the outer Continental Shelf
which involves exploration, development, or
production of the minerals, of the subsoil and
seabed of the outer Continental Shelf, or which
involves rights to such minerals….
43 U.S.C. § 1349(b)(1).

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28
The companies stress that a sizable chunk of oil comes from
the Shelf. See Oil Cos. Br. 60 (Hoboken) (one-third of U.S.-
produced oil); Oral Arg. 39:04–20 (1–5% of global oil). So,
they say, the Shelf Act lets us hear these cases. To weigh this
argument, we must figure out what the Shelf Act means and
how it applies.
A. For jurisdiction, the Shelf Act requires a close link
to operations on the Shelf
1. Oil production on the Shelf need not cause the suit. Start
with the text. The parties (and other circuits) dispute what it
takes for a suit to be “in connection with” shelf operations. Ho-
boken and Delaware argue that this phrase limits jurisdiction
to cases where oil production is a but-for cause of the tort or
the like. The Fourth, Fifth, and Tenth Circuits agree. See
Mayor & City Council of Balt., 31 F.4th at 220; In re Deep-
water Horizon, 745 F.3d 157, 163 (5th Cir. 2014); Bd. of Cnty.
Comm’rs of Boulder Cnty., 25 F.4th at 1272–75.
But that reading is too cramped. “Connection” reaches be-
yond causation. It means a “causal or logical relation or se-
quence.” Connection (def. 1a), Webster’s Ninth New Colle-
giate Dictionary (1988) (emphasis added); accord Connexion
(def. 3), Oxford English Dictionary (2d ed. 1989) (“a bond of
interdependence, causality, logical sequence, coherence, or the
like”). Legos, puzzle pieces, and train cars connect, though
they do not cause one another. And as statisticians stress, a cor-
relation or connection does not imply causation.
The structure of the provision confirms this reading. The
jurisdictional phrase covers both suits “arising out of”

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29
production on the Shelf and those “in connection with” it. 43
U.S.C. § 1349(b)(1). The most natural reading is that the aris-
ing-out-of language “asks about causation; but” the in-connec-
tion-with wording “contemplates that some relationships will
support jurisdiction without a causal showing.” Ford Motor
Co. v. Mont. Eighth Jud. Dist. Ct., 141 S. Ct. 1017, 1026 (2021)
(interpreting similar language from a judicial rule requiring
that specific personal jurisdiction “arise out of or relate to” the
disputed conduct (internal quotation marks omitted)). Reading
the second half to require causation would make it redundant
with the first half. See Yates v. United States, 574 U.S. 528,
543 (2015) (canon against surplusage).
Though we depart from some circuits’ approaches, other
precedent supports our reasoning. Indeed, at least the Ninth
Circuit reads the Shelf Act not to require but-for causation. San
Mateo, 32 F.4th at 754. Plus, courts have read similar connec-
tion language in different statutes or rules to cover more than
just but-for causes. See, e.g., Maracich v. Spears, 570 U.S. 48,
59 (2013) (Privacy Act); United States v. Loney, 219 F.3d 281,
284 (3d Cir. 2000) (Sentencing Guidelines). “[I]n connection
with” is “broad.” Mont v. United States, 139 S. Ct. 1826, 1832
(2019) (interpreting that language in another statute). So we
read it broadly.
2. A suit must be linked closely to production or develop-
ment on the Shelf. But however broad, the statute must stop
somewhere. See id. (recognizing that “in connection with”
must have “outer bounds”). Otherwise, “connections, like rela-
tions, stop nowhere.” Maracich, 570 U.S. at 59 (internal quo-
tation marks omitted). Applied loosely, the statute could sweep

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30
in many routine state-law claims. Fender benders might be
connected to the Shelf if the cars’ gas tanks held gas produced
there. An insurance dispute over arson could be connected if
the arsonist threw Shelf oil on the fire. Or a products-liability
suit over a defective hair dryer might be connected if Shelf pe-
troleum went into the hair dryer’s plastic. But our system pre-
sumes that most state-law claims belong in state, not federal,
court. 13 Charles A. Wright et al., Federal Practice & Proce-
dure § 3522 (4th ed. 2022); see U.S. Const. art. III, § 2, cl. 1
(limiting federal jurisdiction). And we must read this statute
“consistent with [this] principle[ ] of federalism inherent in our
constitutional structure.” Bond v. United States, 572 U.S. 844,
856 (2014).
As we have explained, Delaware and Hoboken bring tradi-
tional state-law claims. And their connection to the Shelf is not
immediately apparent from their complaints. They never refer-
ence the Shelf. The gist of their complaint is not about produc-
ing oil on the Shelf but selling it to people to burn in their cars,
homes, and manufacturing plants.
To avoid “usurp[ing] state judicial power” by hearing this
case, we must decide whether it falls beyond the bounds of the
statute. 13 Wright et al., Federal Practice & Procedure § 3522.
Alone, “the phrase ‘in connection with’ … provides little guid-
ance” and is “essentially indeterminat[e].” Maracich, 570 U.S.
at 59–60 (alteration in original) (internal quotation marks omit-
ted). So it cannot help us decide which cases belong in state
court and which should come to federal court. Still, federalism
counsels in favor of finding some limit. In similar statutes, we
have divined “a limiting principle” by looking to “the structure

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31
of the statute[,] its other provisions,” and the rest of the dis-
puted provision itself. Id. at 60; see also Chadbourne & Parke
LLP v. Troice, 571 U.S. 377, 387 (2014) (focusing “in connec-
tion with” in the PSLRA by looking to other phrases in the pro-
vision).
The Shelf Act focuses narrowly on operations on the Outer
Continental Shelf, the underwater area outside state boundaries
but under federal control. See 43 U.S.C. §§ 1331(a), 1301(a)
(defining the Shelf). Consider the surrounding language of the
jurisdictional provision. We may hear cases “in connection
with (A) any operation conducted on the outer Continental
Shelf which involves exploration, development, or production
of the minerals, of the subsoil and seabed of the outer Conti-
nental Shelf.” 43 U.S.C. § 1349(b)(1) (emphases added). This
phrasing focuses in on “physical activity” taken “on the
[Shelf].” Tenn. Gas Pipeline v. Houston Cas. Ins. Co., 87 F.3d
150, 154 (5th Cir. 1996). Indeed, as the Fifth Circuit has ex-
plained, the word “operation” requires courts to decide whether
actions occurred “on the [Shelf] or not.” Amoco Prod. Co. v.
Sea Robin Pipeline Co., 844 F.2d 1202, 1207 (5th Cir. 1988).
The operations covered are tied to “exploration, develop-
ment, or production,” not anything like consumption, combus-
tion, or emission. Those operations must be “conducted on” the
Shelf itself. Even more precisely, the location is the Shelf’s
very “subsoil and seabed.” This language all focuses on the oil
drilling on the Shelf itself, not oil consumption hundreds or
thousands of miles away.
Other parts of the Shelf Act also reinforce this limitation to
operations on the Shelf. The next subparagraph creates federal

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32
jurisdiction over lease and permit disputes to decide who has
the right to produce oil on the Shelf. § 1349(b)(1)(B). The par-
agraph after that creates federal jurisdiction over production-
related injuries. § 1349(b)(2). Both types of covered conduct
are tethered to the physical production of Shelf oil, not its later
consumption.
Likewise, the venue rules for the Shelf Act focus on activ-
ities that are not within states. For instance, the Act locates
these suits in “the judicial district of the State nearest the place
the cause of action arose.” § 1349(b)(1) (emphasis added). That
language is unusual; venue laws typically send lawsuits to the
district “in which” or “where” the events happened. See, e.g.,
28 U.S.C. §§ 1391(b)(2), (e)(1) & (1)(B), (f)(1), 1400(b); 42
U.S.C. § 2000e-5(f)(3); 49 U.S.C. § 32308(e). But “nearest”
makes sense if the Act primarily covers operations out on the
Shelf, beyond any state’s boundaries.
Indeed, the Act focuses on setting rules for that narrow ge-
ographic area. The Act as a whole “define[s] a body of law
applicable to the seabed, the subsoil, and the fixed struc-
tures … on the outer Continental Shelf.” Rodrigue v. Aetna
Cas. & Sur. Co., 395 U.S. 352, 355 (1969). Thus, it sets up a
program for leasing out Shelf land. 43 U.S.C. § 1334. And it
sets which laws apply there. § 1333; Rodrigue, 395 U.S. at
356–57. This too is directed at activities on the Shelf itself.
Last, though this textual reasoning may be new, the opera-
tional limitation fits the intuition of past precedent. Shelf Act
cases fall into four buckets:

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33
 Disputes about who may operate on the Shelf. See,
e.g., W&T Offshore, Inc. v. Bernhardt, 946 F.3d 227,
231–32 (5th Cir. 2019) (lease dispute); United Off-
shore Co. v. S. Deepwater Pipeline Co., 899 F.2d
405, 407 (5th Cir. 1990) (contract dispute); Cutting
Underwater Tech. USA, Inc. v. Eni U.S. Operating
Co., 671 F.3d 512, 513 (5th Cir. 2012) (mem.)
(same).
 Cases about transporting oil or gas from the Shelf.
See, e.g., Medco Energi US, LLC v. Sea Robin Pipe-
line Co., 729 F.3d 394, 396 (5th Cir. 2013).
 Disputes over first-order contracts to buy oil or gas
produced on the Shelf. See, e.g., Amoco Prod. Co. v.
Sea Robin Pipeline Co., 844 F.2d 1202, 1203, 1210
(5th Cir. 1988) (involving contracts that “b[ore] on
the production of … particular” oil and gas reser-
voirs on the Shelf).
 And tort suits about accidents on the Shelf. See, e.g.,
Petrobras Am., Inc. v. Vicinay Cadenas, S.A., 815
F.3d 211, 213 (5th Cir. 2016) (chain broke & oil
equipment sank); In re Deepwater Horizon, 745
F.3d at 161–62 (Gulf oil spill); Barker v. Hercules
Offshore, Inc., 713 F.3d 208, 211–12 (5th Cir. 2013)
(oil-rig worker fell to his death).
All those cases target activity on the Shelf or pipelines con-
nected to it. Thus, though they do not expressly adopt our op-
erational limitation, their conclusions fit with our reasoning.
Cf. San Mateo, 32 F.4th at 753 (analogizing the Shelf Act to

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34
jurisdiction over federal enclaves). So we ask: do the lawsuits
here target actions on or closely connected to the Shelf? No.
B. These suits are too many steps removed from oper-
ations on the Shelf for jurisdiction
Delaware and Hoboken try to cast their suits as just about
misrepresentations. But their own complaints belie that sug-
gestion. They charge the oil companies with not just misrepre-
sentations, but also trespasses and nuisances. Those are caused
by burning fossil fuels and emitting carbon dioxide.
These claims are all too far away from Shelf oil production.
True, Delaware and Hoboken take issue with the oil compa-
nies’ entire business, from production through sale. But the
carbon emissions they deplore come not from extracting oil
and gas, but burning them: driving cars, heating houses, fueling
machinery. Indeed, if the oil companies had produced oil,
stored it, and never sold it, their carbon emissions would be a
fraction of their size. Thus, Delaware and Hoboken are upset,
not by Shelf production, but by what oil companies did with
their oil after it hit the mainland: sell it for people to burn. That
is several steps further away from exploration and production
on the Shelf than pipeline disputes and oil-rig injuries. So the
Shelf Act does not give us jurisdiction to hear this suit.
IV. T HESE S UITS D O N OT T ARGET ACTIONS T AKEN FOR
THE G OVERNMENT
Finally, the oil companies say that we can hear these suits
because of their business connections to the federal govern-
ment. Cf. 28 U.S.C. § 1442(a) (allowing removal of claims

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35
“relating to” actions taken “under” federal officers). They press
several theories:
 The government has leased them drilling rights on
the Shelf.
 The companies have also contributed oil to the gov-
ernment’s Strategic Petroleum Reserve.
 Plus, one company operated the national reserve
from World War II through the 1970s.
 During World War II, the companies also produced
specialty materials for the war effort.
 And they have continued to contribute specialty
fuels since.
All these theories fail.
Start with the Shelf leases. Though the federal government
grants the leases, oil produced under them is produced “to sell
on the open market,” not specifically for the government. Del
Br. 50; see 43 U.S.C. § 1334; Bd. of Cnty. Comm’rs of Boulder
Cnty., 25 F.4th at 1253–54. Nor do the leases impose close fed-
eral control. And complying with run-of-the-mill regulations
on oil and gas production is not enough for federal jurisdiction.
See Watson v. Philip Morris Cos., 551 U.S. 142, 152–53
(2007); see 43 U.S.C. § 1334 (lease regulatory program); Del.
App. 49–52 (same).
The companies’ other theories at least focus on products or
services that they provided to the federal government. But
these, too, are unavailing. In their complaints, both Hoboken

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36
and Delaware insist that they are not suing over emissions
caused by fuel provided to the federal government.
Resisting this conclusion, the companies say that these suits
cannot separate harm caused by military fuel use from harm
caused by civilian fuel use. So they ask us to disregard these
disclaimers as “merely artful pleading designed to circumvent
federal officer jurisdiction.” St. Charles Surgical Hosp., LLC
v. La. Health Serv. & Indem. Co., 990 F.3d 447, 451 (5th Cir.
2021) (internal quotation marks omitted).
But the disclaimers are no ruse. Artful pleading disguises
federal claims as state ones. See 14C Wright et al., Federal
Practice & Procedure § 3722.1 (artful pleading). Yet here,
there are no federal claims to disguise. The causes of action are
about state torts. And there is no complete preemption. So this
argument just retreads well-worn ground.
Instead, Delaware and Hoboken carve out a small island
that would needlessly complicate their cases. One amicus esti-
mates that the Department of Defense is responsible for less
than 1/800th of the world’s energy consumption. Robert Tay-
lor Amicus Br. 15–16. Delaware and Hoboken urge us not to
hang our jurisdiction on so small a slice of the pie. We will not.
* * * * *
Climate change is an important problem with national and
global implications. But federal courts cannot hear cases just
because they are important. The Constitution restricts us to re-
solving claims that are about federal law or that Congress has
expressly authorized us to hear. These claims check neither
box. So we cannot hear them.

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