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Date: 12-14-2017

Case Style:

In Re: Jimmy John's Overtime Litigation

Seventh Circuit Court of Appeals Courthouse - Chicago, Illinois

Case Number: 17-1655

Judge: Flaum

Court: United States Court of Appeals for the Seventh Circuit on appeal from the Northern District of Illinois (Cook County)

Plaintiff's Attorney: Jack Landskroner, Drew Legando, Seth Lesser, Mike Litrownik, Mike Palitz, Alan Quiles, Fran Rudich, Maureen Salas, Gregg Shavitz, Justin Swartz, Doug Werman

Defendant's Attorney: Christopher Michael Cascino, Jason John Englund, Matthew James Gagnon, Christina Marie Janice, Gerald L. Maatman, Jr., Jennifer Ann Riley, Matthew Scott Zeiger

Description: Plaintiffs‐appellants brought this
collective and class action lawsuit against Jimmy John’s1 on
behalf of all assistant store managers nationwide for violations
of the Fair Labor Standards Act (“FLSA”). Although the
vast majority of plaintiffs work in stores owned by franchisees,
2 they claim that Jimmy John’s is their joint employer.
1 The Jimmy John’s corporate defendants comprise Jimmy John’s,
LLC; Jimmy John’s Enterprises, LLC; and Jimmy John’s Franchise, LLC
(collectively, “Jimmy John’s”).
2 Jimmy John’s owns just 2% of their stores; the rest are operated by
franchisees.
2 No. 17‐1655
Two years into this litigation, plaintiffs also filed separate lawsuits
against their franchisee employers in federal district
courts across the country, asserting the same claims. The district
court subsequently enjoined plaintiffs from pursuing
their lawsuits against the franchisee employers until their
claims against Jimmy John’s were resolved. We reverse.
I. Background
A. Consolidation
This consolidated class and collective action began as
three separate lawsuits.
On July 18, 2014, plaintiff Emily Brunner filed a complaint
in the Northern District of Illinois against Jimmy John’s and
her franchisee employer for violations of the FLSA and Illinois
state wage and hour laws. Brunner, an assistant store manager
at a Jimmy John’s sandwich shop, alleged that she was
misclassified as exempt from federal and state wage‐andhour
laws and sought unpaid overtime. Brunner brought the
suit as a putative class and collective action on behalf of all
assistant store managers who worked at both franchiseeowned
and corporate‐owned Jimmy John’s restaurants nationwide.
On February 25, 2015, plaintiff Alexander Whiton filed a
separate class action complaint in the Northern District of Illinois
that asserted the same claims against Jimmy John’s and
his franchisee employer. On March 12, 2015, the district court
consolidated the Whiton action with the Brunner action.
On March 2, 2015, plaintiff Scott Watson filed a complaint
in the Southern District of Ohio that asserted the same claims
on behalf of the same putative class. Watson did not name any
franchisee defendants, but rather only named Jimmy John’s in
No. 17‐1655 3
its capacity as the corporate franchisor. In July 2015, the
Southern District of Ohio transferred the Watson action to the
Northern District of Illinois.
On January 14, 2016, the Watson action was consolidated
with Brunner and Whiton. Since then, the three cases have proceeded
together under the caption In re: Jimmy John’s Overtime
Litigation.
B. Certification and Notice
In late 2015, before Watson was consolidated with Brunner
and Whiton, the district courts presiding over the two cases
conditionally certified nationwide collective actions.
Because the two collective actions covered the same people
and claims, the district courts ordered the parties to meet
and confer to coordinate a process for giving notice to putative
members. During the negotiations, Jimmy John’s claimed
that it did not maintain employment records for franchisee
employees and thus did not have contact information for the
vast majority of putative collective members. The parties disagreed
about whether Jimmy John’s could reasonably obtain
that information from non‐party franchisees, which led to an
impasse in the negotiations about the notice process. Before
they could reach an agreement, counsel for the Watson plaintiffs
issued 280 subpoenas to franchisees in an effort to collect
contact information.
Ultimately, Watson was consolidated with Brunner and
Whiton to facilitate and expedite the notice process. After further
negotiations, the parties agreed that Jimmy John’s would
send a letter to the non‐party franchisees asking for contact
information for their assistant managers. Then, Jimmy John’s
would provide any contact information it received to the
4 No. 17‐1655
claims administrator. In turn, the claims administrator would
disclose to both parties the contact information for members
who opted into the collective action. Plaintiffs could issue
third‐party subpoenas to non‐party franchisees who did not
voluntarily disclose the contact information. In February
2016, the court entered an order reflecting the parties’ agreement.
Approximately 660 individuals joined the FLSA collective
action. Of those, about 600 work at stores operated by franchisees,
and 60 work at corporate‐owned stores.
C. Bifurcated Discovery
Shortly after the cases were consolidated, the district court
stayed all pending claims against the franchisee defendants
until it decided whether Jimmy John’s could be held liable as
a joint employer. In March 2016, the district court judge reiterated
that he wanted to resolve the joint‐employer issue first.
To that end, he ordered plaintiffs to earmark their discovery
requests as either joint‐employer‐related or merits‐related.
In the months that followed, Jimmy John’s complained
that plaintiffs were improperly commingling merits discovery
with joint‐employer discovery. In response, the district
court bifurcated discovery into two phases. The district judge
set a discovery deadline of December 2, 2016 and ordered the
parties to focus solely on discovery related to the joint‐employer
issue. The district court allowed the parties to depose
thirty named and opt‐in plaintiffs, the franchisees that employed
them, and the Jimmy John’s corporate representatives
for those franchisees.
By the time joint‐employer discovery ended, the parties
had deposed twenty named and opt‐in plaintiffs who were
No. 17‐1655 5
collectively employed by thirteen franchisees. Although
plaintiffs were entitled to depose all thirteen franchisees, they
only deposed five. Shortly before the discovery cut‐off date,
plaintiffs cancelled the remaining eight franchisee depositions.
D. The Franchisee Cases
Shortly after the close of joint‐employer discovery, three
opt‐in plaintiffs filed collective action lawsuits against their
franchisee employers in other federal district courts, asserting
the same misclassification claims. Specifically, Patrick Coyne
sued his franchisee employer in the Eastern District of Missouri
on December 15, 2016; Jared Ruder sued his franchisee
employer in the District of Arizona on December 19, 2016; and
Sebastian Lucas sued his franchisee employer in the Central
District of Illinois on December 20, 2016. Jimmy John’s was not
named as a defendant in any of those lawsuits.
These plaintiffs claim they needed to pursue actions
against their franchisee employers because the FLSA statute
of limitations was running continuously on those claims.
They also contend that they could not have originally sued
their franchisee employers in the Northern District of Illinois
because that court lacked personal jurisdiction over the outof‐
state franchisees and lacked venue over the out‐of‐district
franchisees. Jimmy John’s does not dispute this contention.
E. The Anti‐Suit Injunction
Jimmy John’s moved to enjoin those three plaintiffs from
pursuing their lawsuits against the franchisee employers until
their claims against Jimmy John’s were resolved.
At the initial hearing on that motion, the district court
asked plaintiffs’ counsel whether he had considered moving
6 No. 17‐1655
for stays in the franchisee cases. The district court went on to
explain:
I guess what I am trying to avoid is a lot of unnecessary
briefing if there is an accommodation
that, since this case is a little longer in the tooth
than something recently filed; and, it covers, if
not entirely all of the same parties, but at least
the same subjects; and, clearly, whatever happens
in this case is going to have an impact on
any other case involving any of the franchises
that may not be specifically involved as a party
in this case, that I just hate to see a lot of money
spent for no meaningful good end ….
The district court gave the parties time to reach an accommodation
“so the cases [did] not trip all over each other.”
The parties returned two weeks later because they were
unable to reach an agreement. Plaintiffs’ counsel informed the
district court that plaintiffs agreed to stay the franchisee cases
if Jimmy John’s agreed to toll the FLSA statute of limitations
for those cases. However, Jimmy John’s refused, claiming that
it had no power to compel its franchisees to agree to tolling.
The district court granted Jimmy John’s motion for an antisuit
injunction from the bench. The district judge reasoned
that an anti‐suit injunction “would be fair because if [he] order[
ed] the plaintiffs in this case to stay any proceeding in
some other jurisdiction, their interests are protected here.” He
acknowledged that he did not have the power to tell other Article
III judges “how to run their shop.” However, he concluded
that he did “have the power to prevent the plaintiffs
No. 17‐1655 7
in front of [him] from staying [sic] any actions in another jurisdiction,
in the interest of harmony and delaying expense
and overlapping work for judges doing the same kind of
thing.” He further noted that “[t]here are all kinds of reason[s]
that justif[y] the stay as to the parties before [him].” One week
later, the district court issued an order enjoining the three
plaintiffs from pursuing their cases in other jurisdictions until
further order of the court.
The next day, the district court modified the injunction to
allow plaintiffs to file motions to toll the statute of limitations
in the franchisee cases.3 The district judge granted this “limited
request,” but reiterated that he did not want “a [spate] of
litigation conduct in the other cases” or “needless duplication
or potential needless duplication.”4
The district court has since issued four more orders extending
the anti‐suit injunction to additional lawsuits brought
by opt‐in plaintiffs against their franchisee employers. In total,
the district court has now enjoined opt‐in plaintiffs from
3 In a Rule 23 class action, the statute of limitations stops running on
the date the class action is filed. Am. Pipe & Constr. Co. v. Utah, 414 U.S.
538, 545–52 (1974). In contrast, in a collective action under the FLSA, the
statute of limitations continues to run for each potential opt‐in plaintiff
until he or she affirmatively opts into the lawsuit. 29 U.S.C. § 256.
4 Two of the district courts presiding over the franchisee cases have
refused to toll the FLSA statute of limitations while the anti‐suit injunction
is in effect. See Order, Ruder v. CWL Invs. LLC, No. 16‐cv‐4460 (D. Ariz.
July 27, 2017), ECF No. 21; Mem. & Order, Coyne v. Four Leaf Clover Invs.
LLC et al., No. 16‐cv‐1937, ECF No. 22 (E.D. Mo. June 9, 2017).
8 No. 17‐1655
proceeding in thirteen lawsuits in twelve federal district
courts.5
II. Discussion
We review a district court’s anti‐suit injunction for abuse
of discretion. Williams v. Gen. Elec. Capital Auto Lease, Inc.,
159 F.3d 266, 272 (7th Cir. 1998).
Plaintiffs argue that the district court abused its discretion
by: (1) failing to analyze whether the All Writs Act authorized
an anti‐suit injunction; and (2) failing to consider the traditional
preliminary injunction factors or make the necessary
findings of fact and conclusions of law as required by Federal
Rule of Civil Procedure 65.
A. The District Court’s Authority to Enjoin the Franchisee
Cases
The district court never identified the source of its authority
to issue the anti‐suit injunction. Nevertheless, Jimmy
John’s claims that the district court had authority to enjoin the
5 Those cases are: Coyne v. Four Leaf Clover Invs., LLC, et al., No. 16‐cv‐
1937 (E.D. Mo.); Ruder v. CWL Invs. LLC, 16‐cv‐4460 (D. Ariz.); Lucas v. JJ’s
of Macomb, Inc., No. 16‐cv‐3328 (C.D. Ill.); Mende v. Wildcat Invs., LLC, et al.,
No. 17‐cv‐286 (S.D. Ohio); Gibbs v. STP JJ Team I, LLC, No. 17‐cv‐6238
(W.D.N.Y.); Beck v. Savory Sandwiches, Inc., No. 17‐cv‐1009 (D. Colo.); Buron
v. Quain Enters., LLC, No. 17‐cv‐60809, (S.D. Fla.); Hart v. Donostia, LLC,
No. 17‐cv‐134 (W.D. Tex.); Watt v. Fox Rest. Venture, LLC, et al., No. 17‐cv‐
2104 (C.D. Ill.); Buchholz, et al. v. Gourmet Subs of Charlotte, LLC, No. 17‐cv‐
231 (W.D.N.C.); Jones v. TSG Staffing, LLC, No. 17‐cv‐11388 (E.D. Mich.);
Kroboth v. Kidds Rests., Inc., No. 17‐cv‐519 (S.D. Ill.); Mims v. WTR Enters.,
Inc., No. 17‐cv‐84 (N.D. Ga.). One of those cases—Buchholz—has proceeded
despite the anti‐suit injunction because one of the named plaintiffs
in that case is not an opt‐in plaintiff in this action.
No. 17‐1655 9
franchisee cases pursuant to its inherent equitable powers, the
All Writs Act, or both.
1. Inherent Equitable Powers
As a general rule, federal district courts “avoid[] interference
with the process of each other.” Kline v. Burke Constr. Co.,
260 U.S. 226, 229 (1922) (quoting Covell v. Heyman, 111 U.S.
176, 182 (1884)). Accordingly, unless the lawsuits are directed
toward the same property, “another action for the same cause
in another jurisdiction is not precluded.” Id. at 230.
In some circumstances, however, a district court may enjoin
parties from pursuing duplicative litigation in another
district court. In Kerotest Mfg. Co. v. C‐O‐Two Fire Equip. Co.,
342 U.S. 180 (1952), the Supreme Court gave lower courts “an
ample degree of discretion” to resolve issues related to duplicative
litigation. Id. at 183–84. The Court explained that such
discretion is necessary because “[w]ise judicial administration,
giving regard to conservation of judicial resources and
comprehensive disposition of litigation, does not counsel
rigid mechanical solution of such problems.” Id. at 183. Instead,
the Court held that “[t]he factors relevant to wise administration
… are equitable in nature.” Id.; see also Gates v.
Syrian Arab Republic, 755 F.3d 568, 580 (7th Cir. 2014), overruled
on other grounds by Rubin v. Islamic Republic of Iran, 830 F.3d 470
(7th Cir. 2016), cert. granted, 137 S. Ct. 2326 (June 27, 2017) (No.
16‐534) (concluding that “[t]he equities … weigh[ed] decisively
in favor” of granting an anti‐suit injunction); Asset Allocation
& Mgmt. Co. v. W. Emp’rs Ins. Co., 892 F.2d 566, 568,
10 No. 17‐1655
572 (7th Cir. 1989) (“The power is viewed as an outgrowth of
the equitable doctrine.”).6
For example, we have held that a district court may enjoin
a defendant from pursuing an “identical” claim against the
plaintiff in another district court that should have been, but
was not, asserted as a compulsory counterclaim in the first
case. See Asset Allocation, 892 F.2d at 571–72. And we have explained
that, if “[t]wo simultaneously pending lawsuits involv[
e] identical issues … between the same parties,” the first
court has the power to “enjoin[] the prosecution of the second
suit.” Martin v. Graybar Elec. Co., 266 F.2d 202, 204 (7th Cir.
1959). Avoiding duplicative litigation is desirable “to prevent
the economic waste … which would have an adverse effect on
the prompt and efficient administration of justice.” Id.; see also
Gates, 755 F.3d at 579–80 (affirming district court’s decision to
enjoin plaintiffs from pursuing duplicative litigation in another
district because “[s]uch duplicative litigation … wastes
judicial and party resources and needlessly muddles proceedings
in both districts”).
2. The All Writs Act
The All Writs Act also allows district courts to enjoin parallel
litigation in both federal and state courts under certain
circumstances.7 The statute provides that courts “may issue
6 In Asset Allocation, we said that “[i]t is not a traditional equitable
power that the courts are exercising in these cases but a new power asserted
in order to facilitate the economical management of complex litigation.”
892 F.2d at 572.
7 A court’s authority under the All Writs Act is not completely distinct
from its inherent equitable powers. See Clinton v. Goldsmith, 526 U.S. 529,
537 (1999) (“The All Writs Act invests a court with a power essentially
equitable ….”); Grupo Mexicano de Desarrollo S.A. v. All. Bond Fund, Inc., 527
No. 17‐1655 11
all writs necessary or appropriate in aid of their respective jurisdictions
and agreeable to the usages and principles of law.”
28 U.S.C. § 1651(a). “The Supreme Court has interpreted the
Act to authorize a federal court to ‘issue such commands …
as may be necessary or appropriate to effectuate and prevent
the frustration of orders it has previously issued in its exercise
of jurisdiction otherwise obtained.’” In re Application of Cty.
Collector of Cty. of Winnebago, Ill., 96 F.3d 890, 900 (7th Cir. 1996)
(alteration in original) (quoting United States v. N.Y. Tel. Co.,
434 U.S. 159, 172 (1977)). This includes the ability to enjoin litigation
in another court. See, e.g., In re VMS Sec. Litig., 103 F.3d
1317, 1323–24 (7th Cir. 1996), overruled on other grounds by Envision
Healthcare, Inc. v. PreferredOne Ins. Co., 604 F.3d 983 (7th
Cir. 2010) (affirming injunction against subsequent litigation
in state court under the All Writs Act).
However, an anti‐suit injunction is an “extraordinary”
form of relief. Winkler v. Eli Lilly & Co., 101 F.3d 1196, 1203–04
(7th Cir. 1996); see also Brown v. Gilmore, 533 U.S. 1301, 1303
(2001) (Rehnquist, C.J., in chambers) (“[I]njunctive relief under
the All Writs Act is to be used ‘sparingly and only in the
most critical and exigent circumstances.’” (quoting Ohio Citizens
for Responsible Energy, Inc. v. NRC, 479 U.S. 1312, 1313
(1986) (Scalia, J., in chambers))).
It is particularly rare for a federal court to enjoin litigation
in another federal court. See Negrete v. Allianz Life Ins. Co. of N.
U.S. 308, 326 n.8 (1999) (noting that the power conferred by the predecessor
of the All Writs Act is coextensive with a court’s equitable powers);
Klay v. United Healthgroup, Inc., 376 F.3d 1092, 1099 (11th Cir. 2004) (referring
to the All Writs Act as “a codification of the federal courts’ traditional,
inherent power to protect the jurisdiction they already have”).
12 No. 17‐1655
Am., 523 F.3d 1091, 1099 (9th Cir. 2008) (explaining that “injunctions
of that nature … are not typical,” but rather “appear
to be rarae aves [rare birds]”); Grider v. Keystone Health Plan
Cent., Inc., 500 F.3d 322, 330 (3d Cir. 2007) (“[T]he lack of cases
in which the All Writs Act has been used to enjoin settlement
efforts in another federal court is telling.”); Martin H. Redish
& Megan B. Kiernan, Avoiding Death by A Thousand Cuts: The
Relitigation of Class Certification and the Realities of the Modern
Class Action, 99 Iowa L. Rev. 1659, 1684 n.128 (2014) (“Though
a federal injunction against a collateral federal proceeding is
theoretically possible, such an occurrence is highly unlikely.”).
As a result, “there is precious little authority dealing
with injunctions directed by a district court to a court of equal
dignity—another federal district court.” Negrete, 523 F.3d at
1099; see also Grider, 500 F.3d at 331 (concluding that there is
“limited precedent in this area”).
It is more common for district courts to invoke the All
Writs Act to enjoin litigants from pursuing parallel litigation
in a state court. However, there are additional limitations on
a district court’s ability to enjoin state court proceedings. Specifically,
“an injunction that halts state litigation is permissible
only if it satisfies [the Anti‐Injunction Act].” Adkins v. Nestle
Purina PetCare Co., 779 F.3d 481, 483 (7th Cir. 2015). That statute
provides that federal courts “may not grant an injunction
to stay proceedings in a State court except as expressly authorized
by Act of Congress, or where necessary in aid of its
jurisdiction, or to protect or effectuate its judgments.” 28
U.S.C. § 2283.
Because this case involves a federal‐federal injunction,
cases involving federal‐state injunctions are not directly applicable.
As Jimmy John’s points out, the All Writs Act allows
No. 17‐1655 13
courts to issue injunctions that are “necessary or appropriate in
aid of their respective jurisdictions,” id. § 1651(a) (emphasis
added), whereas the Anti‐Injunction Act only allows injunctions
that are “necessary in aid of its jurisdiction.” Id. § 2283.
Indeed, the Supreme Court has said that a court’s “supplemental
powers [under the All Writs Act] are not limited to
those situations where it is ‘necessary’ to issue the writ or order
‘in the sense that the court could not otherwise physically
discharge its appellate duties.’” N.Y. Tel. Co., 434 U.S. at 173
(quoting Adams v. United States ex rel. McCann, 317 U.S. 269,
273 (1942)). Moreover, federal‐state injunctions implicate concerns
about federalism and comity that federal‐federal injunctions
do not. See Winkler, 101 F.3d at 1202–03 (explaining that
the Anti‐Injunction Act was intended to protect “principles of
federalism and comity”). For these reasons, a court has
broader authority to enjoin proceedings in another federal
court than it does to enjoin proceedings in a state court. See In
re Diet Drugs, 282 F.3d 220, 239 (3d Cir. 2002).
Nevertheless, because “the ‘aid of jurisdiction’ language in
the All Writs Act parallels that of the Anti‐Injunction Act, …
courts regularly construe the two statutes similarly with respect
to their ‘aid of jurisdiction’ clauses.” Winkler, 101 F.3d at
1203. Thus, although this case involves a federal‐federal injunction,
we may still look to cases involving federal‐state injunctions
for guidance. See Grider, 500 F.3d at 330 (explaining
that a case involving a federal‐state injunction under the Anti‐
Injunction Act was “still instructive” in a case that involved a
federal‐federal injunction); Negrete, 523 F.3d at 1099 (same); In
re Baldwin‐United Corp., 770 F.2d 328, 335 (2d Cir. 1985)
(“[C]ases interpreting … the Anti‐Injunction Act have been
helpful in understanding the meaning of the All‐Writs Act.”).
14 No. 17‐1655
Traditionally, “the ‘aid of jurisdiction’ exception to the
Anti‐Injunction Act applie[d] only to parallel state in rem rather
than in personam actions.” Winkler, 101 F.3d at 1202. However,
“[t]here has been some limited expansion of this exception
beyond in rem actions, most notably in the context of
school desegregation cases and consolidated multidistrict litigation.”
Zurich Am. Ins. Co. v. Superior Court for the State of
Cal., 326 F.3d 816, 825 (7th Cir. 2003) (citation omitted). The
rationale for extending the exception to school desegregation
cases is that “conflicting orders from different courts would
only serve to make ongoing federal oversight unmanageable.”
Winkler, 101 F.3d at 1202. Similarly, in the context of multidistrict
litigation (“MDL”), courts have reasoned that “the
jurisdiction of a multidistrict court is ‘analogous to that of a
court in an in rem action or in a school desegregation case,
where it is intolerable to have conflicting orders from different
courts.’” Baldwin‐United Corp., 770 F.2d at 337 (quoting
17 C. Wright & A. Miller & E. Cooper, Federal Practice & Procedure
§ 4225, at 105 n.8 (1985)).
This Court has held that the “necessary in aid of jurisdiction”
exception to the Anti‐Injunction Act “empower[s] the
federal court to enjoin a concurrent state proceeding that
might render the exercise of the federal court’s jurisdiction nugatory.”
Winkler, 101 F.3d at 1202 (quoting Martin H. Redish,
The Anti‐Injunction Statute Reconsidered, 44 U. Chi. L. Rev. 717,
754 (1977)). Put differently, “an injunction may be issued
where ‘necessary to prevent a state court from so interfering
with a federal court’s consideration or disposition of a case as
to seriously impair the federal court’s flexibility and authority
to decide that case.’” Id. at 1201 (quoting Atl. Coast Line R.R. v.
Bhd. of Locomotive Eng’rs, 398 U.S. 281, 295 (1970)).
No. 17‐1655 15
In Winkler, we held that the “in aid of jurisdiction” exception
to the Anti‐Injunction Act allows district courts presiding
over MDL proceedings to “issu[e] injunctions to protect the
integrity of their rulings, including pre‐trial rulings like discovery
orders, as long as the injunctions are narrowly crafted
to prevent specific abuses which threaten the court’s ability to
manage the litigation effectively and responsibly.” Id. at 1203.
There, “the district court quite reasonably believed that the
plaintiffs were resorting to the state courts for the specific purpose
of evading its ruling denying discovery.” Id. at 1202. We
reasoned that “an express purpose of consolidating multidistrict
litigation for discovery is to conserve judicial resources
by avoiding duplicative rulings,” and thus district courts have
a statutory duty to manage MDLs “as efficiently as possible.”
Id. (footnote omitted). We therefore concluded that, “[w]here
a litigant’s success in a parallel state court action would make
a nullity of the district court’s ruling, and render ineffective its
efforts effectively to manage the complex litigation at hand,
injunctive relief is proper.” Id.
More recently, however, we interpreted “in aid of jurisdiction”
narrowly. See Adkins, 779 F.3d at 483–84. In Adkins, we
said that “[m]any decisions by the Supreme Court over the
last 30 years tell us that ‘jurisdiction’ means adjudicatory competence.”
Id. at 484. And we explained that “[w]e have never
viewed parallel in personam actions as interfering with the jurisdiction
of either court.” Id. (quoting Vendo Co. v. Lektro‐Vend
Corp., 433 U.S. 623, 642 (1977) (plurality opinion)). At the same
time, we acknowledged that there might be “extreme situations
in which a state court could imperil a federal court’s adjudicatory
power over in personam actions,” citing our prior
decision in Winkler as an example. Id. at 485. We also recognized
that state litigation can affect federal litigation if the
16 No. 17‐1655
state court reaches a final decision first, thus potentially resulting
in claim and issue preclusion. Id. at 484. However, we
clarified that “the potential effect of one suit on the other does
not justify an injunction.” Id. Thus, although the parties argued
that ending the parallel state litigation would be “prudent,
beneficial, [and] helpful,” we rejected “the unstated
premise … that [the Anti‐Injunction Act] allows whatever a
federal court thinks is good litigation management.” Id. at
485.
3. The District Court Lacked Authority to Enjoin the Franchisee
Cases
With these principles in mind, we now turn to the present
case. Here, Jimmy John’s argues that the anti‐suit injunction
was authorized under the district court’s inherent equitable
powers and/or the All Writs Act because it was necessary to
prevent duplicative litigation, avoid inconsistent rulings, and
protect the district court’s pretrial orders regarding discovery
and notice procedures. These arguments are unavailing.
First, Jimmy John’s argument regarding duplicative litigation
is not persuasive. In cases where a district court enjoined
duplicative litigation in another district court pursuant to its
inherent equitable powers, the court enjoined identical litigation
between the same parties. See Kerotest, 342 U.S. at 183 (affirming
stay of litigation in the Delaware district court to allow
litigation in the Northern District of Illinois to proceed
because “the whole of the war and all the parties to it are in
the Chicago theatre” (quoting Kerotest Mfg. Co. v. C‐O Two Fire
Equip. Co., 189 F.2d 31, 34 (3d Cir. 1951))); Asset Allocation, 892
F.2d at 572 (holding that the district court had authority “to
enjoin the defendant from bringing a separate suit against the
plaintiff in another court”); Martin, 266 F.2d at 203 (holding
No. 17‐1655 17
that the district court had discretion to issue an anti‐suit injunction
where “there were two actions between the same
parties involving identical issues pending at the same time in
two United States District Courts”). Because the parties were
identical in those cases, it was possible to resolve the parallel
litigation in one forum rather than two. See Kerotest, 342 U.S.
at 183 (“The Chicago suit when adjudicated will bind all the
parties in both cases. Why, under the circumstances, should
there be two litigations where one will suffice?” (quoting Kerotest,
189 F.2d at 34)). Accordingly, it made sense to halt litigation
in one court to promote efficiency and conserve judicial
resources. See Martin, 266 F.2d at 204. In other words, “[t]he
premise behind a decision to enjoin concurrent proceedings
in another federal district court is that the proceedings involve
the same parties and issues.” Katz v. Lear Siegler, Inc., 909
F.2d 1459, 1463 (Fed. Cir. 1990).
Here, in contrast, Jimmy John’s is not a party to the enjoined
franchisee cases. Although those lawsuits involve the
same legal claims, they were brought against different defendants:
the franchisee employers.8 Plaintiffs contend, and
8 Jimmy John’s argues that the district court could still enjoin the franchisee
cases because Jimmy John’s and the franchisees are in privity with
each other. To support this argument, Jimmy John’s relies on Urbain v.
Knapp Bros. Mfg. Co., 217 F.2d 810 (6th Cir. 1954). In that case, the Sixth
Circuit held that, “[i]f the plaintiffs in the cases are identical and the defendants
in one case are in privity with those in the other, even though not
formal parties, the District Court which first obtains jurisdiction has the
right … to enjoin proceedings brought later in another district, especially
when numerous steps have been taken in the court whose jurisdiction was
first invoked.” Id. at 815. However, that decision is not binding on this
Court. Moreover, in concluding that the defendants were in privity, the
Urbain court relied on the fact that the defendant in the first action agreed
in writing to defend the second suit and to indemnify the defendants in
18 No. 17‐1655
Jimmy John’s does not dispute, that the franchisee defendants
cannot be joined in this case because the Northern District of
Illinois lacks personal jurisdiction over the out‐of‐state franchisee
defendants and lacks venue over the out‐of‐district
franchisee defendants. Thus, unlike in the cases cited above,
it is not possible to resolve the litigation against Jimmy John’s
and the franchisee employers in a single forum. As a result,
this case does not raise the same concerns about efficiency and
conservation of judicial resources. Moreover, we have previously
suggested that an anti‐suit injunction is not warranted
in these circumstances. See Asset Allocation, 892 F.2d at 574
(“[T]he district judge had no possible ground for enjoining the
suit in California from proceeding against a defendant over
which the district court in Illinois might not be able to obtain
jurisdiction.”). In short, the franchisee suits are not duplicative.
See Grider, 500 F.3d at 330 (concluding that actions that
did not involve the same defendant were “not actually ‘parallel’
proceedings”).
Next, Jimmy John’s argues that the anti‐suit injunction is
necessary to prevent conflicting interpretations of written policies
that overlap across the cases. At bottom, this argument
amounts to nothing more than a fear that the district courts
presiding over the franchisee cases might reach a final decision
on the merits before this case or, at the very least, make
legal determinations that could affect the present litigation.
However, “the potential effect of one suit on the other does
not justify an injunction.” Adkins, 779 F.3d at 484; see also Klay,
376 F.3d at 1102–03 (“The simple fact that litigation involving
the second action. See id. at 811, 814. There is no evidence of a similar
agreement between Jimmy John’s and the franchisee employers in this
case.
No. 17‐1655 19
the same issues is occurring concurrently in another forum
does not sufficiently threaten the court’s jurisdiction as to warrant
an injunction under [the All Writs Act].”). There are less
drastic means—namely, issue preclusion—to address this
concern.
Jimmy John’s final argument—that the anti‐suit injunction
was necessary to protect the district court’s pretrial orders regarding
discovery and notice—also fails for several reasons.
First, the district court never mentioned the need to protect its
pretrial rulings when it issued the anti‐suit injunction. Instead,
the district court alluded to efficiency concerns that,
standing alone, are insufficient. See Adkins, 779 F.3d at 485.
Rule 65 requires that any order granting an injunction “state
the reasons why it issued.” Fed. R. Civ. P. 65(d)(1)(A). Among
other things, this requirement ensures “meaningful appellate
review.” H–D Mich., LLC v. Hellenic Duty Free Shops S.A., 694
F.3d 827, 845 (7th Cir. 2012). Thus, Jimmy John’s post‐hoc reasoning
for the district court’s injunction is not entitled to any
weight.
Second, even if we accept Jimmy John’s proffered reason
for the injunction, our precedent does not support the issuance
of an anti‐suit injunction in such circumstances. Jimmy
John’s relies primarily on our decision in Winkler,9 but our
9 Jimmy John’s also relies on our decision in VMS Securities, 103 F.3d
at 1317, for the proposition that district courts may use the All Writs Act
to protect their discovery orders. That case, however, says nothing of the
sort. Rather, we held that a district court could enjoin plaintiffs from pursuing
litigation in state court that attempted an “end run” around the district
court’s class action settlements and final judgment. Id. at 1324–25; see
also Adkins, 779 F.3d at 486 (“In VMS Securities the district court issued an
injunction to protect the final decision in a class suit.”). We have since ex20
No. 17‐1655
holding in that case was limited to the MDL context. See 101
F.3d at 1203. In reaching that conclusion, we relied heavily on
the unique nature of such proceedings. For example, we explained
that “[t]he district[] courts’ power to control multidistrict
litigation is established by statute, and … with that power
comes the duty to exercise it as efficiently as possible.” Id. at
1202 (citing 28 U.S.C. § 1407). We also emphasized that “[a]n
important aspect of that control is to prevent predatory discovery”
and that “an express purpose of consolidating multidistrict
litigation for discovery is to conserve judicial resources
by avoiding duplicative rulings.” Id. Because this is
not an MDL, Winkler does not apply.
Nevertheless, Jimmy John’s argues that the rationale underlying
Winkler is still relevant because the district court here
was responsible for efficiently managing three consolidated
class actions. However, we have not expanded the “in aid of
jurisdiction” exception of the Anti‐Injunction Act beyond in
rem actions, school desegregation cases, and MDLs. See Zurich,
326 F.3d at 825–26. Indeed, in Adkins, we referred to Winkler
as an “extreme situation[]” in which the exception extended
beyond in rem actions. 779 F.3d at 485. Some of our
sister circuits have similarly limited the expansion of this exception.
See, e.g., Tooele Cty. v. United States, 820 F.3d 1183,
1190–91 (10th Cir. 2016) (refusing to apply Winkler to non‐
MDL cases); In re Life Inv’rs Ins. Co. of Am., 589 F.3d 319, 331–
32 & n.11 (6th Cir. 2009) (declining to extend the “in aid of
jurisdiction” exception to a non‐MDL complex class action).
plained that “[n]othing in VMS Securities supports the propriety of an injunction
while the federal case remains in process.” Adkins, 779 F.3d at 486.
Thus, VMS Securities is not instructive here.
No. 17‐1655 21
Because we interpret “in aid of jurisdiction” the same way under
the All Writs Act, these cases counsel against expanding
Winkler beyond the MDL context.
Moreover, even where courts of appeals have upheld antisuit
injunctions in non‐MDL class actions, they have done so
only in cases where the injunction was necessary to protect
pending or finalized class settlements.10 Absent a pending settlement
or final judgment, those same courts have held that
an anti‐suit injunction is not appropriate. See, e.g., Negrete,
523 F.3d at 1102–03 (holding that a non‐MDL court abused its
discretion by enjoining parallel litigation where a class settlement
was not imminent). Here, the parties have not settled
10 See, e.g., Lorillard Tobacco Co. v. Chester, Willcox & Saxbe, 589 F.3d 835,
848–49 (6th Cir. 2009) (concluding that an anti‐suit injunction of state court
proceedings was necessary in aid of district court’s jurisdiction over complex
class settlement fund in a non‐MDL case); Liles v. Del Campo, 350 F.3d
742, 746–47 (8th Cir. 2003) (holding that district court did not abuse its
discretion by enjoining related federal litigation because it was “necessary
to ensure the enforceability of the order approving the preliminary settlement
and to prevent further draining of the limited settlement fund”);
Hanlon v. Chrysler Corp., 150 F.3d 1011, 1025 (9th Cir. 1998) (affirming an
anti‐suit injunction as necessary in aid of district court’s jurisdiction where
the district court had temporarily approved nationwide class settlement);
Battle v. Liberty Nat’l Life Ins. Co., 877 F.2d 877, 880–82 (11th Cir. 1989)
(holding that a district court’s injunction of state court proceedings was
necessary in aid of its jurisdiction over non‐MDL complex class action that
had already reached settlement and final judgment); In re Sch. Asbestos
Litig., No. 83‐0268, 1991 WL 61156, at *2–4 (E.D. Pa. Apr. 16, 1991), aff’d
mem., 950 F.2d 723 (3d Cir. 1991) (affirming district court’s injunction of
state court proceedings in a non‐MDL complex class action where the parties
were on the verge of settlement, there was a settlement fund, and the
parties had met to discuss forming a settlement committee).
22 No. 17‐1655
and no one contends that settlement is imminent. Thus, those
cases are distinguishable.
In short, Jimmy John’s does not cite to a single case in
which a non‐MDL court has enjoined parallel litigation in circumstances
like this. Each case that Jimmy John’s relies on is
distinguishable because they involved MDL proceedings;
pending or final class settlements and judgments; duplicative
litigation between the same parties; or some combination
thereof.
Finally, even if we were inclined to extend Winkler beyond
the MDL context, an anti‐suit injunction was not necessary or
appropriate to protect the district court’s pretrial rulings in
this case. Jimmy John’s argues that the franchisee lawsuits are
an end run around the district court’s orders regarding bifurcated
discovery and notice procedures. Specifically, it argues
that if the franchisee lawsuits are allowed to advance, plaintiffs
could proceed directly to merits discovery, obtain more
franchisee discovery, obtain contact information for more assistant
store managers, and send new rounds of notice to the
same assistant store managers.
The record does not suggest that the franchisee cases were
filed to evade the district court’s pretrial orders. Rather, plaintiffs
repeatedly told the district court that they were filing the
franchisee cases because the statute of limitations was running
against those claims. Indeed, plaintiffs even agreed to
stay the franchisee cases if the statute of limitations was tolled
pending this litigation. Jimmy John’s concern that plaintiffs
are attempting to obtain additional franchisee discovery is
equally unfounded given that plaintiffs did not even take all
of the franchisee depositions that they were entitled to in this
case. Therefore, unlike in Winkler, the district court here could
No. 17‐1655 23
not have “reasonably believed that the plaintiffs were resorting
to [other] courts for the specific purpose of evading its ruling[
s]” 101 F.3d at 1202.
Additionally, while it is true that plaintiffs could proceed
directly to merits discovery in the franchisee cases, it is unclear
how this would interfere with the district court’s discovery
rulings in this case. The district court ordered the parties
to focus solely on information relevant to the joint employer
issue for the first phase of discovery ending on December 2,
2016. However, that deadline had passed by the time the district
court issued the anti‐suit injunction, and the district court
has not made any rulings as to how merits discovery should
proceed. Moreover, the district court has numerous case management
tools at its disposal to prevent inconsistent discovery
orders in the future. See In re Eli Lilly & Co. (Cephalexin Monohydrate)
Patent Litig., 446 F. Supp. 242, 244 (J.P.M.L. 1978)
(“[C]onsultation and cooperation among the three concerned
district courts, if deemed appropriate by those courts, coupled
with the cooperation of the parties, would be sufficient
to minimize the possibility of conflicting pretrial rulings.”);
see also Fed. Judicial Ctr., Manual for Complex Litigation § 20.14,
at 227 (4th ed. 2004) (listing ways for judges to “coordinate
proceedings in their respective courts to avoid or minimize
duplicative activity and conflicts”). Thus, an anti‐suit injunction
is not necessary or appropriate to protect the district
court’s discovery orders. Clinton, 526 U.S. at 531, 537 (holding
that a lower court’s injunction was neither “‘in aid of’ its …
jurisdiction … nor ‘necessary or appropriate’” under the All
Writs Act because there were “alternative remedies available”).
24 No. 17‐1655
Nor will allowing the franchisee lawsuits to proceed interfere
with the notice process in this case. Plaintiffs are not
barred from suing their franchisee employers under the FLSA
simply because they have also sued Jimmy John’s as the franchisor.
See Akins v. Worley Catastrophe Response, LLC, 921 F.
Supp. 2d 593, 598 (E.D. La. 2013) (“Had Congress wished to
limit the number of collective actions that could be brought
against an employer, it could have said that only ‘one action
to recover’ may be maintained on behalf of a group of employees.
It did not do so.”). Indeed, plaintiffs frequently sue
both their franchisee employer and the franchisor for FLSA
violations under a joint employer theory. See, e.g., Orozco v.
Plackis, 757 F.3d 445 (5th Cir. 2014). Moreover, even if plaintiffs
who are participating in the franchisee cases give notice
to additional assistant store managers regarding their claims
against the franchisee employers, that will not interfere with
the notice process in this case because the notice period has
closed.
In sum, the district court lacked authority to enjoin plaintiffs
from pursuing their claims against the franchisee defendants
in other district courts.
B. Traditional Injunction Analysis and Rule 65
Even if the district court had authority to issue the antisuit
injunction under the All Writs Act or its inherent equitable
powers, that would not end our inquiry. “[A] district court
must still determine whether an injunction is an appropriate
exercise of its authority.” Zurich, 326 F.3d at 824; see also Winkler,
101 F.3d at 1203 (“[P]ower alone is insufficient to sustain
the entry of an injunction. We must also determine whether
the injunction was a proper expression or exercise of that authority.”)
(citation omitted).
No. 17‐1655 25
Here, plaintiffs argue that the district court abused its discretion
by failing to consider the traditional factors for granting
an injunction and failing to make the requisite findings of
fact and conclusions of law. We agree.
As a general rule, a plaintiff seeking a preliminary injunction
must establish that he is likely to succeed on the merits,
there is no adequate remedy at law, he is likely to suffer irreparable
harm absent such relief, the balance of equities tips in
his favor, and an injunction is in the public interest. See Ty,
Inc. v. Jones Group., Inc., 237 F.3d 891, 895 (7th Cir. 2001). Moreover,
under Rule 65(d), “[e]very order granting an injunction
… must … state the reasons why it issued.” Fed. R. Civ. P.
65(d). Finally, just as “the court must find the facts specially
and state its conclusions of law separately” when it presides
over a bench trial, “the court must similarly state the findings
and conclusions that support its action” when it “grant[s] or
refus[es] an interlocutory injunction.” Fed. R. Civ. P. 52(a).
Here, the district judge’s reasoning for the anti‐suit injunction
was insufficient. He pointed to “harmony and delaying
expense and overlapping work for judges doing the same
kind of thing.” He said “[t]here are all kinds of reason[s] that
justif[y] the stay as to the parties before me,” but did not further
elaborate on those reasons. Moreover, he did not state the
legal conclusions supporting the injunction or identify the relevant
legal standard. And Jimmy John’s concedes that the district
court did not mention or otherwise address the traditional
injunction factors.
Jimmy John’s argues that these omissions were not an
abuse of discretion because Rule 65 and the traditional injunction
factors do not apply to injunctions issued under the All
Writs Act. Jimmy John’s is mistaken. We have stated that anti26
No. 17‐1655
suit injunctions “must also be supported by the traditional equitable
requirements such as irreparable harm for which there
is no adequate remedy at law.” Zurich, 326 F.3d at 824. And
we have also made clear that Rule 65 applies to anti‐suit injunctions.
Adkins, 779 F.3d at 483 (quoting Fed. R. Civ. P. 65)
(“Rule 65(d)(1)(A) … provides that every order issuing an injunction
must ‘state the reasons why it issued.’”).11
In Adkins, the parties proffered their own arguments as to
why the district court had enjoined class members from prosecuting
a similar class action in state court. 779 F.3d at 482–83.
11 There is a circuit split on this issue. The First, Fourth, and Fifth Circuits
agree that Rule 65 and traditional injunction rules apply to anti‐suit
injunctions. See Scardelletti v. Debarr, 265 F.3d 195, 212 (4th Cir. 2001), rev’d
on other grounds, Devlin v. Scardelletti, 536 U.S. 1 (2002) (finding “no reason
to distinguish between All Writs Act injunctions and other injunctions that
must comply with Rule 65” because “an All Writs Act injunction, like any
other injunction, compels obedience under threat of contempt” and “implicates
the same twin purposes of providing fair notice of what an injunction
requires and of facilitating appellate review”); Fla. Med. Ass’n, Inc. v.
U. S. Depʹt of Health, Educ. & Welfare, 601 F.2d 199, 202 (5th Cir. 1979)
(“[T]he All Writs Act does not free a district court from the restraints of
Rule 65.”); Ben David v. Travisono, 495 F.2d 562, 563 (1st Cir. 1974) (explaining
that Rule 52 and Rule 65 embody “the common sense rule that a court
should let the parties and an appellate court know why it acts, and on
what factual basis,” and thus, “[w]hether proceeding under the All Writs
Act or not, a district court has no license to ignore that requirement”). The
Second and Eleventh Circuits have held otherwise. See Baldwin‐United
Corp., 770 F.2d at 338–39 (“Injunctions issued under the authority of the
All‐Writs Act stem from very different concerns than those motivating
preliminary injunctions governed by Fed. R. Civ. P. 65”); Klay, 376 F.3d at
1100 (footnote omitted) (“The requirements for a traditional injunction do
not apply to injunctions under the All Writs Act because a court’s traditional
power to protect its jurisdiction, codified by the Act, is grounded in
entirely separate concerns.”).
No. 17‐1655 27
However, “when we sought to learn the district court’s view
of this subject, we were stymied” because “the district judge
ha[d] not explained why he entered the injunction.” Id. at 483.
Although the district court had provided “some hints,” we
concluded that this was not enough to satisfy Rule 65. Id. We
explained that, “[b]efore issuing an injunction, a judge must
identify the appropriate legal standard and make the findings
of law and fact required by that standard.” Id. Moreover, we
cited the traditional preliminary injunction factors and said
that “an injunction that halts state litigation is permissible
only if it satisfies [the Anti‐Injunction Act] in addition to the
traditional factors.” Id. (emphasis added). We reversed the injunction
because “[t]he district judge was silent about everything
that matters.” Id.
It follows that the same requirements apply in the context
of the federal‐federal injunction at issue here. After all, the
district court’s authority for both actions is the same: the All
Writs Act. Although the Adkins court only mentioned the
Anti‐Injunction Act, that statute does not give a court unlimited
authority. Rather, it limits the authority that a court
would otherwise have under the All Writs Act if state litigation
is involved. See Carlough v. Amchem Prods., Inc., 10 F.3d
189, 201 n.9 (3d Cir. 1993) (“While the Anti‐Injunction Act
does not provide positive authority for issuance of injunctions,
it describes those situations where injunctions are not
permitted. The All‐Writs Act, by contrast, grants the federal
courts the authority to issue injunctions where necessary in
aid of their jurisdiction.”). Thus, under Adkins, a district court
that uses the All Writs Act to enjoin proceedings in another
court, whether federal or state, must analyze the traditional
28 No. 17‐1655
injunction factors and comply with Rule 65. Compliance with
the rule did not occur in this instance.12

* * *

12 In light of our analysis, we need not address plaintiffs’ argument
that the anti‐suit injunction impinges their rights under the First Amendment
and the National Labor Relations Act (“NLRA”).

Outcome: For the foregoing reasons, we REVERSE the judgment of the
district court.

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