Gustavo Diaz v. FCA US LLC Gustavo Diaz, Joseph Santos, Christian A. Gibson, Gerald Sinclair,…

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
____________
No. 24-1197
____________
GUSTAVO DIAZ; JOSEPH SANTOS; CHRISTIAN A.
GIBSON; GERALD SINCLAIR; MARVIN LEON VEAL;
DOMENICK SCORZIELLO, individually and on behalf of
all others similarly situated; MICHAEL KISSLER; BRIAN
STONE
v.
FCA US LLC
Gustavo Diaz, Joseph Santos, Christian A. Gibson, Gerald
Sinclair, Christian A. Gibson, Gerald Sinclair, Marvin Leon
Veal, Domenick Scorziello,
Appellants
____________
On Appeal from the United States District Court
for the District of Delaware
(D.C. No. 1:21-cv-00906)
District Judge: Honorable Evan J. Wallach*
* Honorable Evan J. Wallach, Circuit Judge of the United
States Court of Appeals for the Federal Circuit, sitting by
designation.

-- 1 of 27 --

2
____________
Argued on October 30, 2024
Before: HARDIMAN, PHIPPS, and FREEMAN, Circuit
Judges.
(Filed: April 15, 2025)
Tyler C. Anderson
Ryan H. Wu [Argued]
Tarek H. Zohdy
Cody R. Padgett
Capstone Law
1875 Century Park E
Suite 1000
Los Angeles, CA 90067
Kelly A. Green
Smith Katzenstein & Jenkins
1000 N West Street
The Brandywine Building
Suite 1501
P.O. Box 410
Wilmington, DE 19801
Natalie Lesser
Amey J. Park
Russell D. Paul
Abigail J. Gertner
Berger Montague
1818 Market Street
Suite 3600

-- 2 of 27 --

3
Philadelphia, PA 19103
Counsel for Appellants
Brandon L. Boxler
Klein Thomas Lee & Fresard
919 E Main Street
Suite 1000
Richmond, VA 23219
Stephen A. D’Aunoy [Argued]
Klein Thomas Lee & Fresard
100 N Broadway
Suite 1600
St. Louis, MO 63102
Jessica L. Reno
Eckert Seamans Cherin & Mellott
222 Delaware Avenue
Suite 700
Wilmington, DE 19801
Counsel for Appellee
___________
OPINION OF THE COURT
____________
HARDIMAN, Circuit Judge.
This appeal involves the interplay between our final-
order jurisdiction under 28 U.S.C. § 1291 and a partial final

-- 3 of 27 --

4
judgment under Rule 54(b) of the Federal Rules of Civil
Procedure. Plaintiffs alleged that an automobile manufacturer
designed, manufactured, and sold defective vehicles. They
asserted causes of action based on warranty and fraud. The
District Court dismissed the fraud counts and some warranty
counts before entering a partial final judgment under Rule
54(b) as to the fraud counts filed by all but one of the Plaintiffs.
Six of the eight named Plaintiffs appealed, arguing that the
District Court erroneously dismissed their fraud counts.
Because the District Court’s Rule 54(b) judgment is not final,
we will dismiss the appeal for lack of jurisdiction.
I
In 2021, six individuals—Gustavo Diaz, Joseph Santos,
Christian A. Gibson, Gerald Sinclair, Marvin Leon Veal, and
Domenick Scorziello—sued FCA US LLC in the United States
District Court for the District of Delaware. The complaint
alleged that FCA designed, manufactured, and sold Dodge
“muscle” cars with defective rear differentials. We refer to the
cars at issue as the class vehicles.1
The complaint asserted state and federal causes of
action individually and on behalf of the putative nationwide
class and sub-classes sounding in fraud and breach of warranty.
FCA moved to dismiss, and the District Court granted the
motion. The Court dismissed the complaint without prejudice
and offered Plaintiffs a chance to amend their complaint before
it would be dismissed with prejudice. In the meantime, two
others—Brian Stone and Michael Kissler—joined most
Plaintiffs in timely moving for leave to amend the complaint.
1 The class vehicles included 2015 to 2019 Charger Hellcats,
2015 to 2019 Challenger Hellcats, and 2018 Demons.

-- 4 of 27 --

5
For reasons unstated in the record, Plaintiff Scorziello did not
move for leave to amend and stood on the original complaint.
The District Court granted the motion, and the seven remaining
Plaintiffs filed a First Amended and Supplemental Class
Action Complaint (FASCAC). Because Scorziello did not seek
leave to amend the complaint, several counts were dismissed
with prejudice as to him.2
Like the complaint, the FASCAC included class and
individual counts asserting that FCA designed, manufactured,
and sold class vehicles with a defective rear differential.3 Each
of the 12 counts in the FASCAC sounds in either fraud or
warranty. All seven Plaintiffs brought Counts I and II, which
were based in fraud, and Count III, for warranty. Diaz and
Santos brought Count IV for warranty and Counts V and VI for
fraud. Gibson, Sinclair, and Veal brought Count VII for
warranty and Count VIII for fraud. Stone brought Count IX for
warranty and Count X for fraud. Lastly, Kissler brought Count
XI for warranty and Count XII for fraud.
FCA moved to dismiss the FASCAC, and the District
Court granted the motion in part and denied it in part. The
District Court dismissed the fraud counts (Counts I, II, V, VI,
VIII, X, and XII), holding that Plaintiffs failed to plausibly
allege that FCA had pre-sale knowledge of the alleged defect.
2 In the complaint, Scorziello brought Counts I, II, III, XI, XII,
XIII, and XIV. Four counts sounded in fraud (Counts I, II, XIII,
and XIV). The other three counts were warranty counts
(Counts III, XI, XII).
3 The class vehicles in the FASCAC were expanded to include
2015 to 2022 Charger Hellcats and 2015 to 2022 Challenger
Hellcats.

-- 5 of 27 --

6
The Court also dismissed all the warranty counts brought by
Diaz, Santos, Gibson, Sinclair, and Veal (Counts III, IV, and
VII). But the Court denied the motion as to Counts IX and XI,
two of the warranty counts brought by Stone and Kissler.
To make matters more complicated, the six original
Plaintiffs—Diaz, Santos, Gibson, Sinclair, Veal, and
Scorziello—moved to certify the dismissal of their fraud
counts for appeal under 28 U.S.C. § 1292(b), or, in the
alternative, for final judgment on those counts under Rule
54(b) of the Federal Rules of Civil Procedure. The District
Court denied the request for certification under § 1292(b) but
said it would grant the request for final judgment under Rule
54(b), having “expressly determine[d] that there is no just
reason for delay” “in light of judicial administrative interests
as well as the equities involved” and “other factors.” App. 9
(cleaned up). In support, the District Court listed
“miscellaneous factors” within a parenthetical without
analysis. Id. (cleaned up). The Court “direct[ed] the Clerk’s
Office to enter judgment in favor of Defendant with respect to
the Fraud-Based Claims (Counts I, II, V, VI, VIII, X, & XII).”
App. 10 (citing Diaz v. FCA US LLC, 693 F. Supp. 3d 425, 430
(D. Del. 2023)).4 But the Court did not direct the entry of final
judgment as to Scorziello’s fraud counts (Counts I, II, XIII, and
XIV) in the original complaint. The six original Plaintiffs
appealed the dismissal of their fraud counts.
II
4 Stone and Kissler, who are not parties to this appeal, did not
request final judgment as to their fraud-based counts (Counts
X and XII). Even so, the District Court directed the entry of
final judgment as to those counts as well.

-- 6 of 27 --

7
The District Court had jurisdiction under 28 U.S.C.
§ 1332(d)(2)(A). The parties dispute whether we have final-
order jurisdiction under 28 U.S.C. § 1291. We review de novo
whether the District Court’s judgment under Rule 54(b) is
final. Gerardi v. Pelullo, 16 F.3d 1363, 1368 (3d Cir. 1994).
We review the District Court’s determination that there is no
just reason for delay for abuse of discretion. Id.
III
Our appellate jurisdiction is created and delimited by
Congress. See U.S. Const. art. III, § 1. Congress has granted us
jurisdiction over “all final decisions of the district courts.” 28
U.S.C. § 1291. “Ordinarily, an order which terminates fewer
than all claims, or claims against fewer than all parties, does
not constitute a ‘final’ order for purposes of appeal under 28
U.S.C. § 1291.” Carter v. City of Philadelphia, 181 F.3d 339,
343 (3d Cir. 1999).
“Recognizing, however, that sound judicial
administration could benefit from relaxing the final decision
rule, especially in complex cases involving multiple litigants
and claims, Federal Rule of Civil Procedure 54(b) was first
promulgated in 1939 to permit the district court to enter partial
final judgments” on “less than all of the claims.” Berckeley Inv.
Grp., Ltd. v. Colkitt, 259 F.3d 135, 140 (3d Cir. 2001) (cleaned
up). Rule 54(b) currently provides:
When an action presents more than one claim for
relief—whether as a claim, counterclaim,
crossclaim, or third-party claim—or when
multiple parties are involved, the court may
direct entry of a final judgment as to one or more,
but fewer than all, claims or parties only if the

-- 7 of 27 --

8
court expressly determines that there is no just
reason for delay. Otherwise, any order or other
decision, however designated, that adjudicates
fewer than all the claims or the rights and
liabilities of fewer than all the parties does not
end the action as to any of the claims or parties
and may be revised at any time before the entry
of a judgment adjudicating all the claims and all
the parties’ rights and liabilities.
A determination under Rule 54(b) involves two distinct
steps. A district court “must first determine that it is dealing
with a ‘final judgment.’” Curtiss-Wright Corp. v. Gen. Elec.
Co., 446 U.S. 1, 7 (1980). “Once having found finality, the
district court must go on to determine whether there is any just
reason for delay,” id. at 8, and explain the basis for that
determination, Elliott v. Archdiocese of New York, 682 F.3d
213, 221 n.5 (3d Cir. 2012).
Rule 54(b) “does not supersede” § 1291. Sears,
Roebuck & Co. v. Mackey, 351 U.S. 427, 438 (1956). So a
partial final judgment entered under Rule 54(b) must be final
under § 1291. See id. at 437 (“The District Court cannot, in the
exercise of its discretion, treat as ‘final’ that which is not ‘final’
within the meaning of § 1291.”); Sussex Drug Prods. v.
Kanasco, Ltd., 920 F.2d 1150, 1153 (3d Cir. 1990) (“Finality
is defined by the requirements of 28 U.S.C. § 1291.”). That
typically means that the litigation is over and there is “nothing
for the court to do but execute the judgment.” Sussex, 920 F.2d
at 1153 (cleaned up). A judgment is final if it “disposes of all
of the rights or liabilities of one or more of the parties” or if it
is an “ultimate disposition of an individual claim entered in the
course of” an action with multiple claims. Id. (cleaned up). But
the “partial adjudication of a single claim is not” final. Id. at

-- 8 of 27 --

9
1154.
“There is no definitive test to determine whether more
than one claim is before the court.” Allegheny Cnty. Sanitary
Auth. v. United States Env’t Prot. Agency, 732 F.2d 1167, 1172
(3d Cir. 1984); see also 10 Charles Alan Wright, Arthur R.
Miller & Mary Kay Kane, Federal Practice & Procedure
§ 2657 (4th ed. updated 2024) (“The line between deciding one
of several claims and deciding only part of a single claim is
sometimes very obscure.”). In making that determination, the
Supreme Court has considered whether the adjudicated claims
were “inherently inseparable from,” “closely related to,” or
“sufficiently independent of” the remaining claims. Sears,
Roebuck & Co., 351 U.S. at 436; see also Liberty Mut. Ins. Co.
v. Wetzel, 424 U.S. 737, 743 n.4 (1976) (explaining “that a
complaint asserting only one legal right, even if seeking
multiple remedies for the alleged violation of that right, states
a single claim for relief”). For our part, we have held that a
judgment is not final “when a plaintiff seeks to recover for the
same loss on different theories and the district court has
resolved its claim on less than all the theories advanced.”
Gerardi, 16 F.3d at 1368 (citing Allegheny Cnty. Sanitary
Auth., 732 F.2d at 1172); see also Sussex, 920 F.2d at 1154
(“Alternative theories of recovery based on the same factual
situation are but a single claim, not multiple ones.”).
Once a judgment is deemed final, Rule 54(b) requires
the district court to “expressly determine[] that there is no just
reason for delay,” Fed. R. Civ. P. 54(b), after exercising “its
discretion to determine that the matter is ‘ready for appeal’” in
light of “judicial administrative interests as well as the equities
involved,” Sussex, 920 F.2d at 1153 (quoting Curtiss-Wright
Corp., 446 U.S. at 8). Because the entry “of a judgment as final
under Rule 54(b) is the exception, not the rule, to the usual

-- 9 of 27 --

10
course of proceedings in a district court,” Elliott, 682 F.3d at
220, not “all final judgments on individual claims should be
immediately appealable, even if they are in some sense
separable from the remaining unresolved claims,” Curtiss-
Wright Corp., 446 U.S. at 8.
In determining whether a partial final judgment is
appropriate, relevant considerations include: “the relationship
between the adjudicated and unadjudicated claims”; “the
possibility that the need for review might or might not be
mooted by future developments in the district court”; “the
possibility that the reviewing court might be obliged to
consider the same issue a second time”; “the presence or
absence of a claim or counterclaim which could result in set-
off against the judgment sought to be made final”; and
“miscellaneous factors such as delay, economic and solvency
considerations, shortening the time of trial, frivolity of
competing claims, expense, and the like.” Allis-Chalmers
Corp. v. Phila. Elec. Co., 521 F.2d 360, 364 (3d Cir. 1975).
To facilitate our review, we have “consistent[ly]
require[d] that the district courts provide a brief statement of
reasons,” explaining how they “balanced the competing
concerns that inform our interpretation of Rule 54(b).” Carter,
181 F.3d at 347. This is not a “jurisdictional prerequisite,” so
“the absence of an explanation by the district court” does not
require a remand for further explanation “when the propriety
of the appeal may be discerned from the record.” Id. at 345–
46.
IV
Having explained the legal principles that govern this
appeal, we turn to the particular facts of the case. Appellants

-- 10 of 27 --

11
claim we have jurisdiction because the District Court entered
judgment under Rule 54(b) on their fraud counts, and they offer
two reasons why that judgment was final. First, Appellants
argue that the judgment was final because all counts they
brought were dismissed. Second, they contend that the
judgment finally resolved a “claim” because fraud—unlike the
warranty counts—requires proving pre-sale knowledge.
A
We first consider whether the judgment was final
because all of Appellants’ counts in the complaint were
dismissed.5 This argument fails because the District Court,
consistent with Appellants’ request, entered judgment only on
their fraud counts. Though the District Court dismissed
Appellants’ warranty counts, that dismissal was not final
because the Court did not enter judgment as to the warranty
counts under Rule 54(b). See Fed. R. Civ. P. 54(b) (providing
that orders “may be revised at any time before the entry of a
judgment adjudicating all the claims and all the parties’ rights
and liabilities” unless the district court directs entry of a final
judgment). Because the warranty counts were not included
within the judgment, it did not “dispose[] of all of the rights or
liabilities of one or more of the parties.” Sussex, 920 F.2d at
1153. So Appellants are mistaken in arguing that the judgment
5 Appellants raised this argument for the first time during oral
argument. We ordinarily decline to consider arguments raised
for the first time during oral argument. See Barna v. Bd. of Sch.
Dirs. of Panther Valley Sch. Dist., 877 F.3d 136, 146 (3d Cir.
2017). But this argument concerns our jurisdiction, so we will
consider it. See Gonzalez v. Thaler, 565 U.S. 134, 141 (2012)
(“Subject-matter jurisdiction can never be waived or
forfeited.”).

-- 11 of 27 --

12
was final because all of the counts they brought were
dismissed.
B
We now consider whether the judgment finally resolved
a claim for fraud. At the outset, we note a technical (but
critical) problem: the District Court did not enter final
judgment as to Scorziello’s fraud counts. Citing its order on
FCA’s motion to dismiss the FASCAC, the District Court
directed the entry of “judgment in favor of [FCA] with respect
to the Fraud-Based Claims (Counts I, II, V, VI, VIII, X, &
XII).” App. 10 (citing Diaz, 693 F. Supp. 3d at 430). But
Scorziello’s fraud counts were in the original complaint—not
the FASCAC—and were dismissed in a non-final order upon
his failure to seek leave to file an amended complaint. See Diaz
v. FCA US LLC, 2022 WL 4016744, at *47 (D. Del. Sept. 2,
2022). Because the District Court did not “direct entry of a final
judgment as to” the order dismissing Scorziello’s fraud-based
counts (Counts I, II, XIII, and XIV in the original complaint),
we lack jurisdiction to review their dismissal. Fed. R. Civ. P.
54(b); see also Morton Int’l, Inc. v. A.E. Staley Mfg. Co., 460
F.3d 470, 480 n.12 (3d Cir. 2006) (emphasizing that the district
court must enter final judgment on “the particular order from
which [the appellant] seeks to appeal as final under Rule
54(b)”).
We also lack jurisdiction to review the remaining
Appellants’ fraud counts. That is because their warranty counts
are an alternative theory of recovery to their fraud counts rather
than separate “claims” for purposes of Rule 54(b). So the
District Court’s Rule 54(b) judgment as to the fraud counts did
not finally resolve a “claim.”

-- 12 of 27 --

13
Our decision in Sussex is illustrative. There, the plaintiff
alleged that the defendant sold adulterated pharmaceuticals and
sued for breach of contract, breach of warranties, and fraud.
Sussex, 920 F.2d at 1152. The district court granted “partial
summary judgment awarding compensatory damages for
breach of contract and warranties” and entered judgment under
Rule 54(b) even though a fraud “count for punitive damages
based on the same sales” remained pending. Id.
We held that the judgment was not final. Id. at 1155–
56. The “thrust of” the fraud count for punitive damages was,
“at its base, the same as the other four counts and relie[d] on
the same crucial facts—the sale of adulterated and hence
unmerchantable drugs to the plaintiff.” Id. at 1155. So for “all
practical purposes, the only difference” with the fraud count
was that the “plaintiff s[ought] punitive damages.” Id. And the
“only additional evidence that would be required” for the fraud
count was proof of an “intent to misrepresent.” Id. We also
observed that “all of the plaintiff’s allegations ar[o]se out of a
single transaction.” Id. We held that when “liability rests on the
same transaction or series of transactions, a count for punitive
damages, although of a different order than compensatory
damages, does not constitute a separate claim under Rule
54(b).” Id. While we recognized that this was a question of
federal procedure, we noted that the fraud count “could not
have been brought in a separate action” under the applicable
state law. Id.
Consistent with Sussex, we hold that Appellants’
warranty and fraud counts constitute a single “claim” for
purposes of Rule 54(b). The fraud counts are “[a]lternative
theories of recovery” to the warranty counts “based on the
same factual situation”—the allegedly defective rear
differentials of the class vehicles. Id. at 1154. “The thrust” of

-- 13 of 27 --

14
all their fraud counts are, “at [their] base, the same as” their
warranty counts, and they “rel[y] on the same crucial facts” in
conjunction with pre-sale knowledge. Id. at 1155. As counsel
for Appellants candidly admitted during argument, “there’s
crucial overlap on the merits.” Oral Arg. at 5:55–5:59. Because
of this overlap, Appellants’ fraud counts “could not have been
brought” separately without “splitting a cause of action,”
which further shows that the warranty and fraud counts
comprise a single “claim” for jurisdictional purposes.6 Sussex,
920 F.2d at 1155.
The dissent brushes Sussex aside by noting that it does
not decide “the precise question at issue here.” Dissent at 3.
The word “precise” does a lot of work there. As our dissenting
colleague noted at oral argument, “Sussex is almost the
inversion of this case.” Oral Arg. at 17:27–17:30. That
“inversion”—in Sussex, the district court entered a partial final
judgment as to the warranty counts, but not the fraud count,
while the District Court here entered a partial final judgment
as to most fraud counts, but not the warranty counts—is
immaterial.
The dissent suggests that Sussex is no longer binding
because “[i]ntervening precedent from both the Supreme Court
6 Under the applicable state laws, Appellants would have
needed to bring all their counts within the same action. See
Paramount Pictures Corp. v. Allianz Risk Transfer AG, 96
N.E.3d 737, 743 (N.Y. 2018); Boeken v. Philip Morris USA,
Inc., 230 P.3d 342, 348 (Cal. 2010); Engle v. Liggett Grp., Inc.,
945 So. 2d 1246, 1259 (Fla. 2006); Dimitrakopoulos v. Borrus,
Goldin, Foley, Vignuolo, Hyman & Stahl, P.C., 203 A.3d 133,
137 (N.J. 2019); J-W Power Co. v. Sterling Cnty. Appraisal
Dist., 691 S.W.3d 466, 471 (Tex. 2024).

-- 14 of 27 --

15
and this Court has eliminated” the uncertainty as to what
constitutes a “claim.” Dissent at 3. That is misguided for three
reasons.
First, the dissent fails to appreciate that “claim” and
“claim for relief” in Rule 54(b)—and throughout the Federal
Rules of Civil Procedure—are terms of art. Sherrod v. Wal-
Mart Stores, Inc., 103 F.4th 410, 413 (6th Cir. 2024); NAACP
v. Am. Fam. Mut. Ins. Co., 978 F.2d 287, 292 (7th Cir. 1992).
In the Rules, these terms refer to “the aggregate of operative
facts which give rise to a right enforceable in the courts.”
Sherrod, 103 F.4th at 413 (cleaned up). This is distinct from a
plaintiff’s legal theory. NAACP, 978 F.2d at 292. Indeed,
“[o]ne set of facts producing one injury creates one claim for
relief, no matter how many laws” someone violates. Id.
Likewise, “two separate causes of action . . . can amount to one
‘claim,’” even when the “causes of action require different
elements of proof.” Sherrod, 103 F.4th at 413–14; see, e.g.,
Sussex, 920 F.2d at 1155. So the dissent errs by focusing on the
differing elements within Appellants’ various “legal theories”
because that “does not track the idea of ‘claim for relief’ in the
federal rules.” NAACP, 978 F.2d at 292.
Second, the precedents cited by our dissenting
colleague have nothing to do with Rule 54(b). The Supreme
Court’s pathmarking decisions in Bell Atlantic Corp. v.
Twombly, 550 U.S. 544 (2007), and Ashcroft v. Iqbal, 556 U.S.
662 (2009), involve Rule 12(b)(6). They state the minimum
requirements for pleading the elements of a legal theory.
Twombly, 550 U.S. at 555 (“[A] formulaic recitation of the
elements of a cause of action will not do.”); Iqbal, 556 U.S. at
678 (“Threadbare recitals of the elements of a cause of action,
supported by mere conclusory statements, do not suffice.”); id.
at 687 (“Rule 8 does not empower respondent to plead the bare

-- 15 of 27 --

16
elements of his cause of action, affix the label ‘general
allegation,’ and expect his complaint to survive a motion to
dismiss.”). And, as discussed above, a legal theory is distinct
from a “claim” as used in Rule 54(b). For that reason, we will
not apply Twombly and Iqbal to Rule 54(b).
Third, the dissent’s unprecedented element-based
approach to Rule 54(b) violates our longstanding “obligat[ion]
to follow our precedent absent en banc reconsideration.” Karns
v. Shanahan, 879 F.3d 504, 514 (3d Cir. 2018). The fact that
the Supreme Court decided Twombly and Iqbal after we
decided Sussex does not release our dissenting colleague from
this obligation because neither case undermined Sussex. See id.
(explaining that “a panel may revisit a prior holding of the
Court which conflicts with intervening Supreme Court
precedent” (cleaned up)).
Appellants also offer several unpersuasive arguments in
response. They try to distinguish Sussex by saying that the
district court had awarded summary judgment as to the contract
and warranty counts without resolving liability and that the
plaintiff had appealed to enforce the judgment. But the district
court resolved liability based on issue preclusion, and the
plaintiff’s purpose was immaterial to our analysis about
finality. Sussex, 920 F.2d at 1152, 1155.
Appellants also try to differentiate their fraud counts
based on the requirement to prove pre-sale knowledge. But as
we have explained, the warranty and fraud counts are
interrelated, so this appeal is like Sussex.7
7 At oral argument, Appellants argued that their fraud-based
counts were a separate claim because “the consumer fraud

-- 16 of 27 --

17
Finally, Appellants (and the dissent) invoke Rule
54(b)’s purpose, which is to facilitate partial final judgments
and immediate appeals in complex cases with multiple parties
or claims. See Sears, Roebuck & Co., 351 U.S. at 432–33.
Appellants suggest that purpose would be frustrated if we did
not review their dismissed fraud counts. We remain mindful of
Rule 54(b)’s purpose, but that purpose cannot override the
jurisdictional requirement of finality. “The district court is not
empowered to enter judgment on a decision which is not final.”
Sussex, 920 F.2d at 1153 (quoting Bogosian v. Gulf Oil Corp.,
561 F.2d 434, 440 (3d Cir. 1977)); see also Sears, Roebuck &
Co., 351 U.S. at 437 (“The District Court cannot, in the
exercise of its discretion, treat as ‘final’ that which is not ‘final’
within the meaning of § 1291.”).8
[counts] do authorize injunctive relief, which is not available
for the warranty [counts].” Oral Arg. at 26:41–26:51.
Appellants requested injunctive relief under Count II, the
common-law cause of action for unjust enrichment. Appellants
did not brief the availability of injunctive relief under an
unjust-enrichment theory, and we questioned the
appropriateness of injunctive relief during oral argument. But
even if injunctive relief is available, the unjust-enrichment
count is an alternative theory of recovery regarding the
allegedly defective rear differentials. See Allegheny Cnty.
Sanitary Auth., 732 F.2d at 1172.
8 Appellants could have vindicated the purpose of Rule 54(b)
by requesting a final judgment as to all their claims. That
judgment would have been final, though the District Court
would have had to expressly determine that there is no just
reason for delay. See Fed. R. Civ. P. 54(b). Instead, Appellants

-- 17 of 27 --

18
For these reasons, we hold that the District Court’s
judgment as to the fraud counts is not final as required by
§ 1291 and Rule 54(b).
V
We have held that the District Court’s judgment is not
final, which suffices to dismiss the appeal for lack of
jurisdiction. But even if the judgment were final, we would
have to remand this case to the District Court for further
explanation as to why there was no just reason for delay. The
Court did not—as required by our precedent—“explain[] how
it balanced the” relevant “competing concerns that inform our
interpretation of Rule 54(b).” Carter, 181 F.3d at 347. Instead,
the District Court referenced “judicial administrative interests
as well as the equities involved” and “other” “miscellaneous
factors” listed within a parenthetical. App. 9 (cleaned up). And
at least one of the miscellaneous factors referenced by the
District Court—economic and solvency considerations—finds
no support in the record. So the District Court has not provided
us with any analysis to scrutinize. See Allis-Chalmers Corp.,
521 F.2d at 364 (emphasizing that a reviewing court needs
“some basis for distinguishing between well-reasoned
conclusions arrived at after a comprehensive consideration of
all relevant factors” from “mere boiler-plate approval phrased
in appropriate language but unsupported by evaluation of the
facts or analysis of the law” (cleaned up)).
Nor can “the propriety of the appeal” be discerned from
requested a final judgment only as to their fraud counts, which
impermissibly split a single claim.

-- 18 of 27 --

19
the record. Carter, 181 F.3d at 346.9 And the fact that the
District Court’s Rule 54(b) judgment was overinclusive as to
Stone and Kissler and underinclusive as to Scorziello further
calls into question the propriety of its judgment. As
Appellants’ counsel conceded during oral argument, even if the
District Court’s judgment were final, our caselaw would
require a remand for further explanation by the District Court.
Oral Arg. at 9:46–10:25; see, e.g., Cemar, Inc. v. Nissan Motor
Corp. in U.S.A., 897 F.2d 120, 123 (3d Cir. 1990) (remanding
for “a statement of reasons by the district court in order to
determine that juridical concerns have been met by its
determination that no just reason remains for delay”).
* * *
The District Court erred by entering a judgment under
Rule 54(b) on the fraud-based counts because the judgment
was not final. So we will dismiss the appeal for lack of
jurisdiction and instruct the District Court to vacate its January
2, 2024, order directing the entry of a partial final judgment.
9 Our dissenting colleague infers that “efficiency and the timely
administration of justice favor allowing the five original
plaintiffs to immediately appeal the dismissal of their fraud-
based claims.” Dissent at 7. But this case is unlike Carter, in
which we could infer the district court’s rationale because an
Eleventh Amendment “issue presented [was] plainly separable
and there [was] no real risk of duplicative appeals.” 181 F.3d
at 346. Here, only five of the eight Plaintiffs’ fraud counts are
properly before us, which raises the likelihood that the District
Court’s “[f]ailure to consider the administrative interests
involved could result in a substantial waste of judicial
resources.” Sussex, 920 F.2d at 1156.

-- 19 of 27 --

Diaz v. FCA US LLC, No. 24-1197
PHIPPS, Circuit Judge, dissenting in part.
Federal Rule of Civil Procedure 54(b) allows a district court
to designate an order as a final judgment and to thereby subject
that ruling to immediate appellate review.1 See Gelboim v.
Bank of Am. Corp., 574 U.S. 405, 409 n.1 (2015) (explaining
that Rule 54(b) “lodges discretion to authorize appeals in
district courts”); Sears, Roebuck & Co. v. Mackey, 351 U.S.
427, 435 (1956) (characterizing the district court as a
“dispatcher” that “is permitted to determine, in the first
instance, the appropriate time when each final decision upon
one or more but less than all of the claims in a multiple claims
action is ready for appeal” (internal quotation marks omitted)).
But not every ruling in every case is amenable to a Rule 54(b)
designation: the case must involve multiple claims or multiple
parties, and the order must resolve “one or more, but fewer than
all” of the “claims or parties.” Fed. R. Civ. P. 54(b); see also
Sears, Roebuck & Co., 351 U.S. at 435 (explaining that, as
amended, Rule 54(b) “does not apply to a single claim action
nor to a multiple claims action in which all of the claims have
been finally decided”). In this case, all six original plaintiffs –
the five who filed the amended complaint and the one who did
not – requested a Rule 54(b) order so that they could challenge
the District Court’s dismissals of their fraud-based counts
without waiting for resolution of the two new plaintiffs’
breach-of-implied-warranty counts. Cf. Gelboim, 574 U.S. at
416 (“Rule 54(b) is designed to permit acceleration of appeals
in multiple-claim cases . . . .”). I respectfully dissent in part
because the Rule 54(b) order allowing the immediate appeal of
the dismissal of the five original plaintiffs’ fraud-based counts
in the amended complaint satisfies the relevant standard: it was
1 See 28 U.S.C. § 1291 (conferring appellate jurisdiction over
“final decisions”).

-- 20 of 27 --

2
issued after the dismissal of several but not all of the counts in
the amended complaint.2
The Majority Opinion is premised on the notion that the
fraud-based counts and the breach-of-warranty counts in the
amended complaint are the same ‘claim.’ From there, the
Majority Opinion reasons that because the Rule 54(b) order did
not cover the original plaintiffs’ fraud-based counts and their
breach-of-warranty counts, it did not resolve a ‘claim’ so that
the immediate exercise of appellate jurisdiction is not
permitted.
The premise of the Majority Opinion is quite
counterintuitive. Different pleading standards apply to
allegations of fraud than to breach-of-warranty allegations,3 so
considering them the same ‘claim’ opens the door to confusion.
Moreover, if fraud counts and breach-of-warranty counts
constitute the same ‘claim,’ then the scope of discovery –
which is bounded in part by the requested information’s
“relevan[ce] to any party’s claim,” Fed. R. Civ. P. 26(b)(1)
(emphasis added) – would be coterminous for fraud counts and
breach-of-warranty counts. And that opens a sizable loophole:
in bringing a breach-of-warranty count, a plaintiff should
expect the same degree of information from a defendant as
would be available for allegations of fraud.
In fairness, the Majority Opinion does not reach its unusual
outcome on a blank slate; rather, it relies heavily on two of this
Court’s Rule 54(b) decisions from the 1990s: Gerardi v.
2 I agree with the Majority Opinion that there is not appellate
jurisdiction at this time over the claims of the sixth original
plaintiff, Domenick Scorziello, who did not join the amended
complaint and who was not covered by the District Court’s
Rule 54(b) order.
3 Compare Fed. R. Civ. P. 9(b), with id. 8(a)(2).

-- 21 of 27 --

3
Pelullo, 16 F.3d 1363 (3d Cir. 1994), and Sussex Drug
Products v. Kanasco, Ltd., 920 F.2d 1150 (3d Cir. 1990).
Neither of those decisions confronted the precise question at
issue here, however.4 Both of those opinions did in candor
recognize that courts had struggled to define the term ‘claim.’
See Gerardi, 16 F.3d at 1369 (“Courts have had difficulty in
determining what constitutes a ‘claim’ . . . .” (quoting Sussex,
920 F.2d at 1154)); Sussex, 920 F.2d at 1154 (acknowledging
the “difficulty of providing simple criteria to resolve this
onerous problem” (quoting RePass v. Vreeland, 357 F.2d 801,
805 (3d Cir. 1966))). And both decisions went so far as to
declare that “uncertainty is the rule” in determining what
constitutes a ‘claim.’ Sussex, 920 F.2d at 1154; accord
Gerardi, 16 F.3d at 1369 (citing Sussex, 920 F.2d at 1154).
Intervening precedent from both the Supreme Court and
this Court has eliminated much of that uncertainty. In Bell
Atlantic Corp. v. Twombly, 550 U.S. 544 (2007), and Ashcroft
v. Iqbal, 556 U.S. 662 (2009), the Supreme Court announced
and applied the plausibility standard for evaluating the
adequacy of a pleading against a motion for “failure to state a
claim upon which relief can be granted,” Fed. R. Civ.
P. 12(b)(6) (emphasis added). Twombly, 550 U.S. at 554–56;
4 The Sussex decision held that five different counts constituted
the same claim when “[f]or all practical purposes, the only
difference between counts 1–4, and five is that in the latter
plaintiff seeks punitive damages.” Sussex, 920 F.2d at 1155.
The Gerardi decision did not resolve the question of whether
the two counts presented there – unjust enrichment and
recovery on an unpaid note – were the same claim, but it did
provide three reasons for believing that they were different
claims. Gerardi, 16 F.3d at 1370–71 (“[W]e do not decide
whether the district court could recognize the partial summary
judgments as final . . . because we are satisfied that even if the
judgments were final, the district court abused its discretion
when it concluded that they were ready for appeal.”).

-- 22 of 27 --

4
Iqbal, 556 U.S. at 677–80. Those decisions did more than
articulate plausibility as the standard for evaluating the
sufficiency of allegations – they also structured the inquiry
around the elements needed to prove a claim. See Iqbal,
556 U.S. at 675 (identifying “the elements a plaintiff must
plead to state a claim of unconstitutional discrimination against
officials entitled to assert the defense of qualified immunity”
(emphasis added)); Twombly, 550 U.S. at 553–56 (reiterating
that an ‘agreement’ is a required element under § 1 of the
Sherman Act and that “stating such a claim requires . . . enough
factual matter . . . to suggest that an agreement was made”
(emphasis added)). And in constructing a post-Twombly, post-
Iqbal, three-part test for evaluating the sufficiency of a claim,
this Court in Connelly v. Lane Construction Corp., 809 F.3d
780 (3d Cir. 2016), and Fowler v. UPMC Shadyside, 578 F.3d
203 (3d Cir. 2009), incorporated that critical role of elements:
the first step in the process is to identify the elements of the
claim. See Connelly, 809 F.3d at 787 (“Under the pleading
regime established by Twombly and Iqbal, a court reviewing
the sufficiency of a complaint must . . . [f]irst . . . ‘tak[e] note
of the elements [the] plaintiff must plead to state a claim.’”
(final two alterations in original) (quoting Iqbal, 556 U.S. at
675)); Fowler, 578 F.3d at 212. Thus, uncertainty is no longer
the rule – a party’s claim is defined by its elements.
Applying that principle here, the fraud-based counts in the
amended complaint do not have the same elements as the
breach-of-warranty counts in that pleading. As the District
Court explained, pre-sale knowledge of the alleged defect is an
element of each of those fraud-based counts. See Diaz v. FCA
US LLC, 693 F. Supp. 3d 425, 431 n.8 (D. Del. 2023); see also
Goodman v. Kennedy, 18 Cal. 3d 335, 346–47 (1976)
(requiring knowledge of material fact to show fraud under
California law); Johnson v. Davis, 480 So. 2d 625, 627 (Fla.
1985) (same, under Florida law). But as the District Court
understood, pre-sale knowledge of a defect is not an element
of any of the breach-of-implied-warranty counts in the

-- 23 of 27 --

5
amended complaint. See Diaz, 693 F. Supp. 3d at 440–41; see
also Mexia v. Rinker Boat Co., 95 Cal. Rptr. 3d 285, 289–90
(Ct. App. 2009) (not requiring knowledge of material defect to
show breach of implied warranty under California law);
Amoroso v. Samuel Friedland Fam. Enters., 604 So. 2d 827,
833 (Fla. Dist. Ct. App. 1992) (same, under Florida law).
Because of that elemental difference between the fraud-based
counts and the breach-of-warranty counts, the dismissed fraud-
based counts are not part of the same ‘claim’ as the breach-of-
warranty counts.
Rather than afford any weight to the intervening Supreme
Court decisions in Twombly and Iqbal, the Majority Opinion
views them as having “nothing to do with Rule 54(b).” Maj.
Op. at 16. But those cases provide clarity as to the meaning of
the term ‘claim,’ which is a term of art, as the Majority Opinion
acknowledges. And as a term of art, the term ‘claim’ is
governed by the canon of consistent usage, such that it receives
the same meaning throughout the Federal Rules of Civil
Procedure. See Gustafson v. Alloyd Co., 513 U.S. 561, 570,
576 (1995) (giving the “term of art” ‘prospectus’ the same
meaning in § 12 of the Securities Act of 1933 as it has under
§ 10, adhering to “the ‘normal rule of statutory construction’
that ‘identical words used in different parts of the same act are
intended to have the same meaning’” (quoting Dep’t of
Revenue v. ACF Indus., Inc., 510 U.S. 332, 342 (1994)));
United States v. Sims, 957 F.3d 362, 365 (3d Cir. 2020)
(presuming “that the Sentencing Commission intended the
phrase ‘offense of conviction’ to mean the same thing
throughout the [Sentencing] Guidelines”); Md. Cas. Co. v.
W.R. Grace & Co., 128 F.3d 794, 799 (2d Cir. 1997) (“Terms
in a document, especially terms of art, typically have the same
meaning throughout the document in the absence of a clear
indication that different meanings were intended.”); see also
Epsilon Energy USA, Inc. v. Chesapeake Appalachia, LLC,
80 F.4th 223, 230 n.6 (3d Cir. 2023) (“We interpret the Federal
Rules of Civil Procedure like any posited law.”). Thus, the

-- 24 of 27 --

6
Supreme Court’s intervening decisions in Twombly and Iqbal,
which illuminate the meaning of the term ‘claim’ for Rules 8
and 12, apply not only to the meaning of that term in those rules
but also to its use in Rule 54(b). In resisting this conclusion,
the Majority Opinion – which insists that the word ‘claim’ has
a unique meaning in the context of Rule 54(b) – directly
contravenes the canon of consistent usage.5
In addition, nothing in the text of Rule 54(b) categorically
forbids an order allowing an immediate appeal by fewer than
all plaintiffs – even when the plaintiffs present similar
allegations on the same legal theory. To the contrary, the rule
expressly states that it applies to “one or more, but fewer than
all, claims or parties.” Fed. R. Civ. P. 54(b) (emphasis added);
see also Gelboim, 574 U.S. at 410 (explaining that Rule 54(b)
is “aimed to augment, not diminish, appeal opportunity”); see
10 Daniel R. Coquillete et al., Moore’s Federal Practice
§ 54.22[2][b][i] (3d ed. 2025) (“When relief is sought on
behalf of different parties, each of those parties generally
possesses its own claim for relief, so factual overlap does not
compel the conclusion that there is only one ‘claim for
relief.’”). In practice, it may be somewhat uncommon to
permit some but not all plaintiffs who bring the same count to
proceed immediately with an appeal, but it may be efficient in
some circumstances, and it is permitted by the rule. See Cold
Metal Process Co. v. United Eng’g & Foundry Co., 351 U.S.
445, 452 (1956) (“If the District Court certifies a final order on
5 The Majority Opinion also suggests that en banc
reconsideration is needed to revisit the holdings in Gerardi and
Sussex, but that process is not required when an intervening
Supreme Court decision calls into question the continued force
of a precedential decision. See Karns v. Shanahan, 879 F.3d
504, 514–15 (3d Cir. 2018) (“[A] panel may revisit a prior
holding of the Court ‘which conflicts with intervening
Supreme Court precedent.’” (quoting In re Krebs, 527 F.3d 82,
82 (3d Cir. 2008))).

-- 25 of 27 --

7
a claim which arises out of the same transaction and occurrence
as pending claims, and the Court of Appeals is satisfied that
there has been no abuse of discretion, the order is
appealable.”). Moreover, Rule 54(b) has a built-in limitation
to prevent a district court from piecemeal dispatching too many
separate dispositive rulings to the appellate court: the appellate
court reviews a district court’s express determination that there
is ‘no just reason for delay’ for an abuse of discretion. See
Curtiss-Wright Corp. v. Gen. Elec. Co., 446 U.S. 1, 9–10
(1980); accord Sears, Roebuck & Co., 351 U.S. at 436. Thus,
any concern about the overpopulation of an appellate court’s
docket as a result of Rule 54(b) orders that divide parties or
slice apart related counts is addressed through that mechanism
– not by reading the rule in a way that fraud-based counts and
breach-of-implied-warranty counts constitute the same claim.
On that score, the District Court did not abuse its discretion
in determining that there was no just reason for delay. The
factors relevant to that determination identified in Allis-
Chalmers Corp. v. Philadelphia Electric Co., 521 F.2d 360
(3d Cir. 1975), are “illustrative,” and not mandatory or
exhaustive. Berckeley Inv. Grp. v. Colkitt, 259 F.3d 135, 144–
45 (3d Cir. 2001); see also Allis-Chalmers Corp., 521 F.2d at
364 (articulating several factors for evaluating whether a
district court abused its discretion in concluding that there was
no just reason for delay, including “miscellaneous factors such
as delay, economic and solvency considerations, shortening the
time of trial, frivolity of competing claims, and the like”),
abrogated on other grounds by Curtiss-Wright, 446 U.S. at
12–13. So the lack of a robust explanation for one of them –
such as the role of economic and solvency concerns – is not
per se an abuse of discretion, and a remand is unnecessary
“when the propriety of the appeal may be discerned from the
record.” Carter v. City of Philadelphia, 181 F.3d 339, 346
(3d Cir. 1997). Here, efficiency and the timely administration
of justice favor allowing the five original plaintiffs to
immediately appeal the dismissal of their fraud-based claims

-- 26 of 27 --

8
without requiring them to wait for resolution of the two new
plaintiffs’ breach-of-implied-warranty counts. See Dickinson
v. Petroleum Conversion Corp., 338 U.S. 507, 511 (1950)
(recognizing the “increased . . . danger of hardship and denial
of justice through delay if each issue must await the
determination of all issues as to all parties before a final
judgment can be had”). Accordingly, the District Court did not
abuse its discretion in concluding that there was no just reason
for delay.
In short, the fraud-based counts brought by the original five
plaintiffs in the amended complaint were different claims than
the breach-of-warranty counts in that pleading. And because
the other requirements for appellate jurisdiction were met, with
the entry of the Rule 54(b) order, those fraud-based claims are
within this Court’s appellate jurisdiction.

-- 27 of 27 --