Jalen Williams, Appellant,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A20-0936

Jalen Williams,
Appellant,

vs.

Sun Country, Inc., d/b/a Sun Country Airlines,
Respondent,

Rayvone D. Eskridge,
Appellant,

vs.

Sun Country Inc., d/b/a Sun Country Airlines,
Respondent.

Filed March 8, 2021
Affirmed
Cleary, Judge*

Hennepin County District Court
File Nos. 27-CV-19-19221, 27-CV-19-19205

Zorislav R. Leyderman, The Law Office of Zorislav R. Leyderman, Minneapolis,
Minnesota (for appellants)

Eric R. Sherman, Dorsey & Whitney LLP, Minneapolis, Minnesota (for respondent)

Considered and decided by Cochran, Presiding Ju dge; Gaïtas, Judge; and Cleary,
Judge.

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.

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NONPRECEDENTIAL OPINION
CLEARY, Judge
Appellant-passengers challenge the district court’s dismissal of their claims against
respondent-airline for failure to state a claim upon which relief can be granted. Because
we conclude that all of appellants’ state-law claims are impliedly preempted by the Federal
Aviation Act (FAA), we affirm.
FACTS
Appellants Jalen Williams and Rayvone Eskridge filed separate actions against
respondent Sun Country, Inc., d/b/a Sun Country Airlines, alleging unlawful discrimination
based on race and skin color. They each filed an amended complaint containing the
following allegations.
Appellants are African American men who reside in Minnesota. Appellants, along
with a companion who is also an African American man, purchased first-class tickets from
Sun Country for a flight from Minneapolis-St. Paul (MSP) to Los Angeles (LAX) for July
1, 2019. They also purchased first -class tickets for a return flight from LAX to MSP for
July 5, 2019. The men scheduled their return flight for July 5 because they wished to attend
a friend’s funeral in Minnesota on the morning of July 6.
Appellants and their companion traveled to LAX as planned without incident. On
July 5, 2019, they boarded their return flight at LAX. However, before the plane departed,
Sun Country staff approached the men and directed them to leave the airplane. Appellants
and their companion were the only African American passengers in first class, as everyone
else was Caucasian. Additionally, they were the only passengers ordered to leave the

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airplane. According to appellants, they “did not engage in any inappropriate, illegal, or
disruptive behavior prior to being ordered to leave.” When they asked why they were being
instructed to leave the airplane, Sun Country staff informed them that “Sun Country staff
did not feel safe with [appellants and their companion] traveling on the airline.” The men
complied with the demands and exited the airplane. The airplane departed shortly
afterward, leaving them at LAX. As a result, they missed their friend’s funeral becaus e
they were unable to return to Minnesota until later the following day.
Appellants claimed that “Sun Country staff profiled and targeted [them] solely
based on their race and skin color.” Accordingly, they brought three claims against Sun
Country: (1) public-accommodation discrimination under Minn. Stat. § 363A.11 (2020),
a section of the Minnesota Human Rights Act (MHRA), Minn. Stat. §§ 363A.01 -.44
(2020); (2) negligence and negligence per se; and (3) unlawful discrimination under the
California Unruh Civil Rights Act. All of these claims are based on state law.
Sun Country moved to dismiss the amended complaints for failure to state a claim
upon which relief can be granted under Minn. R. Civ. P. 12.02(e). The district court granted
those motions to dismiss. It determined that federal law preempted all of appellants’ state-
law claims because the FAA makes air safety entirely a federal matter. The district court
concluded that, beca use Sun Country staff claimed they removed appellants and their
companion for safety reasons, this case i nvolved airline safety and appellants therefore
were required to bring a federal claim. Additionally, the district court dismissed appellants’
MHRA claims on the alternative ground that the alleged discrimination o ccurred in

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California, and the MHRA does not apply to acts committed outside of Minnesota. This
appeal follows.
DECISION
On appeal from a district court’s ruling on a motion to dismiss for failure to state a
claim under Minn. R. Civ. P. 12.02(e), we “review de novo whether a complaint sets forth
a legally sufficient claim for relief.” Walsh v. U.S. Bank, N.A. , 851 N.W .2d 598, 606
(Minn. 2014). We “accept the facts alleged in the complaint as true and construe all
reasonable inferences in favor of the nonmoving party.” Id. We are not, however, bound
by legal conclusions in a complaint. Hebert v. City of Fifty Lakes , 744 N.W.2d 226, 235
(Minn. 2008). “A claim is sufficient against a motion to dismiss for failure to state a claim
if it is possible on a ny evidence which might be produced, consistent with the pleader’s
theory, to grant the relief demanded.” Walsh, 851 N.W.2d at 603.
Appellants challenge the district court’s determination that the FAA preempts all of
their claims. Preemption is based on the Supremacy Clause of the U.S. Constitution.
Murphy v. Nat’l Collegiate Athletic Ass’n, 138 S. Ct. 1461, 1479 (2018). That provision
provides that the Constitution and the laws of the United States “shall be the supreme Law
of the Land.” U.S. Const. art. VI, cl. 2. Accordingly, when a federal law conflicts with a
state law, “the federal law takes precedence and the state law is preempted.” Murphy, 138
S. Ct. at 1480.
Whether federal law preempts state law is a question of law that we review de novo.
Gretsch v. Vantium Capital, Inc. , 846 N.W.2d 424, 428 (Minn. 2014). “Congressional
purpose is the ultimate touchstone of the preemption inquiry.” Id. at 432-33. In preemption

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cases, especially those in which “Congress has legislated in a field that the states have
traditionally occupied,” we “start with the assumption that the historic police powers of the
states were not superseded by the federal act unless that was the clear and manifest purpose
of Congress.” Id. at 433. Additionally, preemption is generally disfavored. Id.
Courts have identified three different types of preemption: “express preemption,”
“conflict preemption,” and “field preemption.” Murphy, 138 S. Ct. at 1480. Express
preemption occurs when Congress uses explicit language to preempt a state law. See
Gretsch, 846 N.W.2d at 433 (stating that Congress may preempt a state law “by using
express language”). Conflict preemption occurs when “state law actually conflicts with
federal law” and “it is impossible for a private party to comply with both state and federal
requirements.” In re Qwest’s Wholesale Serv. Quality Standards, 702 N.W.2d 246, 251
(Minn. 2005) (quotations omitted). Finally, field preemption occurs when “federal law
occupies a field of regulation so comprehensively that it has left no room for supplementary
state legislation.” Murphy, 138 S. Ct. at 14 80 (quotations omitted). Otherwise stated,
“[a]bsent explicit preemption language, Congress’s intent to preempt state law may be
inferred when the federal regulation is ‘so pervasive as to make reasonable the inference
that Congress left no room for the S tates to supplement it.’” Qwest, 702 N.W.2d at 251
(quoting Fid. Fed. Sav. & Loan Ass’n v. de la Cuesta, 458 U.S. 141, 153, 102 S. Ct. 3014,
3022 (1982) (quotation omitted)). Both conflict and field preemption are types of implied
preemption. See id. at 250-51 (explaining that preemption may be express or implied and
that conflict and field preemption occur without explicit preemption language) ; see also
Gade v. Nat’l Solid Wastes Mgmt. Ass’n, 505 U.S. 88, 98, 112 S. Ct. 2374, 2383 (1992).

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Here, the district court determined that the FAA preempted appellants’ state -law
claims under the doctrine of field preemption , reasoning that the FAA fully preempts the
field of air safety. Sun Country does not contend that any other type of preemption applies
here. Whether the FAA impliedly preempts state law in the field of air safety appears to
be a question of first impression in M innesota. We therefore turn to federal caselaw to
guide our analysis.
The FAA states that “an air carrier, intrastate air carrier, or foreign air carrier may
refuse to transport a passenger or property the carrier decides is, or might be, inimical to
safety.” 49 U.S.C. § 44902(b) (2012). Based on the language and regulatory scheme of
the FAA, multiple circuit courts have he ld that “Congress intended to occupy the entire
field of air safety and thereby preempt state regulation of that field.” Goodspeed Airport
LLC v. E. Haddam Inland Wetlands & Watercourses Comm’n, 634 F.3d 206, 210 (2d Cir.
2011); see US Airways, Inc. v. O’Donnell, 627 F.3d 1318, 1326 (10th Cir. 2010) (stating
that “federal regulation occupies the field of aviation safety to the exclusion of state
regulations”); Montalvo v. Spirit Airlines, 508 F.3d 464, 473 (9th Cir. 2007) (“Congress’
intent to displace sta te law is implicit in the pervasiveness of the federal regulations, the
dominance of the federal interest in this area, and the legislative goal of establishing a
single, uniform system of control over air safety.”); Greene v. B.F. Goodrich Avionics Sys.,
Inc., 409 F.3d 784, 795 (6th Cir. 2005); Abdullah v. Am. Airlines, Inc., 181 F.3d 363, 367
(3d Cir. 1999); French v. Pan Am Express, Inc., 869 F.2d 1, 6-7 (1st Cir. 1989). We agree
with the circuit courts that have examined this issue and conclude that the FAA impliedly
preempts state law in the field of air safety.

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That is not the end of our inquiry. Although we conclude that Congress intended to
occupy the field of air safety, we still must determine whether the circumstances presented
in this case fall within that field. See Goodspeed, 634 F.3d at 210-11 (stating that the court
“must determine not only Congressional intent to preempt, but also the scope of that
preemption”). None of the circuit -court cases cited above involved the situation at issue
here—an airline’s removal of passengers from a flight for purported safety reasons.
Sun Country argues that a “state -law tort claim falls within the scope of FAA
preemption when its adjudication requires a court to review an air carrier’s decision to
refuse to transport a passenger for ostensible safety reasons.” In support of that argument,
Sun Country identifies several unpublished opinions from federal courts that also involved
passengers alleging racial discrimination after airlines removed them from flights for
supposed safety purposes.
In Shaffy v. United Airlines, Inc. , an airline removed an Iranian passenger from a
flight for safety reasons because the passenger brought a dog on the airplane and did not
obey the flight attendants’ instructions to keep the dog in its carrier. No. 08-56307, 2009
WL 4882662, at *1 (9th Cir. Dec. 10. 2009). The Ninth Circuit determined that, because
the airline claimed to remove the passenger for safety reasons, the FAA preempted her
state-law claims. Id. at *1-2. In Register v. United Airlines, Inc. , an African American
man became engaged in a “verbal altercation” with a flight attendant who “bumped” him
twice. No. 16-CV-2480 W (BGS), 2017 WL 784288, at *1 (S.D. Cal. Mar. 1, 2017). The
flight attendant told a supervisor that she did not feel comfortable with the passenger, and
the airline removed him from the airplane. Id. The federal district court concluded that

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the FAA “preempts all state law impinging upon the circumstances under which an air
carrier may remove a passenger from a flight for safety reasons,” and that the passenger’s
state-law claims were therefore preempted because the airline’s decision to remove the
passenger related to safety. Id. at *2-3. And in Mercer v. Sw. Airlines Co. , an African
American man and his fiancée were removed from a flight after the man argued with a
flight attendant about his carryon baggage, and the captain of the flight considered him to
be a security threat. No. 13 -cv-05057-MEJ, 2014 WL 4681788, at *1 -2 (N.D. Cal. Sept.
19, 2014). The federal district court determined that the passenger’s state-law claims were
preempted because the FAA fully occupied the field of aviation safety, and the claims
required the court to determine whether the passenger in fact posed a saf ety threat. Id. at
*5.
Appellants point to other federal cases to support their argument that the FAA does
not preempt their state-law claims. The U.S. District Court for the District of Minnesota
has stated that, pursuant to 49 U.S.C. § 44902(b), “an airline may be civilly liable for
refusing to board a passenger because of safety concerns only if the decision is arbitrary
and capricious,” and that “a refusal to board a passenger that is motivated by a passenger’s
race is inherently arbitrary and capricious.” Shqeirat v. U.S. Airways , Inc., 515 F. Supp .
2d 984, 1004 (D. Minn. 2007). That court also has determined, in an unpublished opinion,
that federal aviation law does not expressly preempt claims under the MHRA. Alasady v.
Nw. Airlines Corp. , No. Civ.02 -3669(RHK/AJB), 2003 WL 1565944, at *10 (D. Mi nn.
Mar. 3, 2003). Furthermore, another federal district court has declared that 49 U.S.C.

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§ 44902(b) “does not grant [airlines] a license to discriminate.” Bayaa v. United Airlines,
Inc., 249 F. Supp. 2d 1198, 1205 (C.D. Cal. 2002).
We take note of th ose cases, but we determine that they are distinguishable from
this case. The airline in Bayaa did not raise the issue of FAA preemption and instead just
relied on the language of 49 U.S.C. § 44902(b). Id. Similarly, the airline in Shqeirat
argued that it acted pursuant to its discretion under 49 U.S.C. § 44902(b). 515 F. Supp. 2d
at 1004. Although the airline eventually contended that the FAA preempted the
passengers’ state-law claims, the district court did not consider that argument because the
airline did not clearly raise it in its memoranda of law to support its motion for summary
judgment and instead “submit[ted] letters that amount to unsolicited supplemental
memoranda of law.” Id. at 1008-09. And in Alasady, the court concluded only that the
FAA, as amended by the Airline Deregulation Act of 1978, did not expressly preempt state-
law claims, and it explicitly declined to consider the issue of implied preemption. 2003
WL 1565944, at *3 -10. Here, on the other hand, Sun Country does not contend that the
FAA expressly preempts the MHRA, but rather that the FAA impliedly preempts
appellants’ MHRA claims by fully occupying the field of air safety. Therefore, the cases
on which appellants rely do not directly address the issue in this case. Instead, the courts
that have analyzed the specific issue presented here —implied FAA preemption when
airlines remove passengers from airplanes for purported safety reasons—have consistently
determined that the passengers’ state-law claims against the airlines are preempted.
We now review appellants’ complaints to determine whether their claims fall within
the scope of FAA preemption. When doing so, we must accept all alleged facts as true and

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construe all reasonable inferences in appellants’ favor. Therefore, we assume that
appellants were the only African Americans in first class; that they did not engage in any
disruptive behavior; and that Sun Country staff informed them that the staff did not feel
safe with them on the flight. Sun Country argues that, becaus e Sun Country staff cited
safety as the reason for appellants’ removal from the airplane, “a court cannot begin to
analyze the validity of this statement in the context of [appellants’] state-law claims without
intruding upon the exclusive federal governance of aviation safety.”
Appellants insist that, with all inferences drawn in their favor, the complaints allege
that “Sun Country staff did not feel safe due to [a]ppellants’ skin color and that
[a]ppellants’ race, and nothing else, was the only ‘safety’ con cern.” They distinguish
Shaffy, Register, and Mercer on the grounds that each safety concern cited by the airline in
those cases “was supported by at least some arguable factual basis,” whereas there is no
factual basis here to support Sun Country’s safety concerns.
This argument is unpersuasive. It is true that appellants’ complaints do not provide
any facts indicating why Sun Country staff felt unsafe with appellants on the flight, aside
from their race. But it is undisputed that Sun Country claimed safety reasons as the
rationale for removing appellants. Those reasons may or may not have been a pretext, but
they place this case within the field of air safety. Because Sun Country invoked safety as
its reason for removing appellants from the airplane , appellants’ claims will require a
determination as to whether appellants actually posed a threat to safety and will necessitate
an inquiry into the circumstances under which an air carrier may remove passengers for

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safety reasons pursuant to 49 U.S.C. § 44902(b). Therefore, appellants’ state -law claims
implicate the federally occupied field of air safety and are preempted.
Appellants contend that, if their claims are preempted, then airlines could
categorically bar African American passengers from first class under the guise that they
pose a safety hazard, and African American passengers would be unable to seek recourse
for racial discrimina tion. We recognize that, under our holding, passengers would be
unable to bring discrimination claims under the MHRA or other state law. But passengers
would still be able to pursue remedies under federal law. For example, in Register, despite
concluding that the FAA preempted the plaintiff’s state-law claims, the court conducted a
separate analysis of the plaintiff’s claims under 42 U.S.C. § 1981 (2012) (providing that
all persons are entitled to equal rights under the law) and 42 U.S.C. § 2000d (2012)
(providing that no person shall be subjected to discrimination based on race, color, or
national origin un der any program receiving federal financial assistance). 20 17 WL
784288, at *3 -4. As such, the issue in this case is not whether appellants can bring any
claims against Sun Country, but whether they must bring federal claims instead of state
claims.
In s um, we follow the lead of federal courts that have determined this issue.
Although t hose cases have no precedential effect on this court, we find them to be
persuasive. Due to the language of 49 U.S.C. § 44902(b) and the FAA’s regulatory
scheme, the FAA fully occupies the field of aviation safety. Appellants’ state -law claims
fall within the scope of that field and are preempted because appellants’ removal from the
airplane was purportedly based on safety reasons. Therefore, we affirm the district court’s

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dismissal of appellants’ claims. Because all of the claims are preempted, we need not
address the district court’s dismissal of the MHRA claims on the alternative ground that
the MHRA does not apply to acts committed outside of Minnesota.
Affirmed.