author: Justice Marshall Justice Scalia,

text:
    GULFSTREAM AEROSPACE CORP. v. MAYACAMAS CORP.
    No. 86-1329.
    Argued December 7, 1987
    Decided March 22, 1988

      Marshall, J., delivered the opinion of the Court, in which all other Members joined, except Kennedy, J., who took no part in the consideration or decision of the case. Scalia, J., filed a concurring opinion, post, p. 290.

      Elliot L. Bien argued the cause and filed briefs for petitioner.

      Gregory H. Ward argued the cause for respondent. With him on the brief was James H. A. Pooley.

   Justice Marshall

delivered the opinion of the Court.

The primary issue in this case is whether a district court order denying a motion to stay or dismiss an action when a similar suit is pending in state court is immediately appealable.

I

Petitioner Gulfstream Aerospace Corporation and respondent Mayacamas Corporation entered into a contract under which respondent agreed to purchase an aircraft manufactured by petitioner. Respondent subsequently refused to make payments due, claiming that petitioner, by increasing the production and availability of its aircrafts, had frustrated respondent’s purpose in the transaction, which was to sell the aircraft when demand was high. Petitioner thereupon filed suit against respondent for breach of contract in the Superior Court of Chatham County, Georgia. Respondent, declining to remove this action to federal court, filed both an answer and a counterclaim. In addition, approximately one month after the commencement of petitioner’s state-court suit, respondent filed a diversity action against petitioner in the United States District Court for the Northern District of California. This action alleged breach of the same contract that formed the basis of petitioner’s state-court suit.

Petitioner promptly moved for a stay or dismissal of the federal-court action pursuant to the doctrine of Colorado River Water Conservation Dist. v. United States, 424 U. S. 800 (1976). In Colorado River, we held that in “exceptional” circumstances, a federal district court may stay or dismiss an action solely because of the pendency of similar litigation in state court. Id., at 818; see Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U. S. 1, 13-19 (1983). Petitioner argued that the circumstances of this case supported a stay or dismissal of the federal-court action under Colorado River. The District Court disagreed. Finding that “the facts of this case fall short of those necessary to justify” the discontinuance of a federal-court proceeding under Colorado River, the District Court denied petitioner’s motion. See No. C 85-20658 RPA (ND Cal., Jan. 24, 1986).

Petitioner 'filed a notice of appeal with the United States Court of Appeals for the Ninth Circuit, alleging that the Court of Appeals had jurisdiction over the appeal under either 28 U. S. C. § 1291 or 28 U. S. C. § 1292(a)(1). Petitioner also requested the Court of Appeals, in the event it found that neither of these sections provided appellate jurisdiction, to treat the notice of appeal as an application for a writ of mandamus, brought pursuant to the All Writs Act, 28 U. S. C. § 1651, and to grant the application. The Court of Appeals dismissed the appeal for lack of jurisdiction, holding that neither § 1291 nor § 1292(a)(1) allowed an immediate appeal from the District Court’s order. 806 F. 2d 928, 929-930 (1987). The Court of Appeals then declined to treat petitioner’s notice of appeal as an application for mandamus on the ground that the District Court’s order would not cause “serious hardship or prejudice” to petitioner. Id., at 930. Finally, the Court of Appeals stated that even if the notice of appeal were to be treated as an application for mandamus, petitioner did not have a right to the writ because “[i]t was well within the district court’s discretion to deny” petitioner’s motion. Id., at 930-931.

We granted certiorari, 481 U. S. 1068 (1987), to resolve a division in the Circuits as to whether a district court’s denial of a motion to stay litigation pending the resolution of a similar proceeding in state court is immediately appealable. We now affirm.

II

Petitioner’s principal contention in this case is that the District Court’s order denying the motion to stay or dismiss the federal-court litigation is immediately appealable under § 1291. That section provides for appellate review of “final decisions” of the district courts. This Court long has stated that as a general rule a district court’s decision is appealable under this section only when the decision “ends the litigation on the merits and leaves nothing for the court to do but execute the judgment.” Catlin v. United States, 324 U. S. 229, 233 (1945). The order at issue in this case has no such effect: indeed, the order ensures that litigation will continue in the District Court. In Cohen v. Beneficial Industrial Loan Corp., 337 U. S. 541 (1949), however, we recognized a “small class” of decisions that are appealable under § 1291 even though they do not terminate the underlying litigation. Id., at 546. We stated in Cohen that a district court’s decision is appealable under § 1291 if it “finally determine[s] claims of right separable from, and collateral to, rights asserted in the action, too important to be denied review and too independent of the cause itself to require that appellate consideration be deferred until the whole case is adjudicated.” Ibid. Petitioner asserts that the District Court’s decision in this case falls within Cohen’s “collateral order” doctrine.

Since Cohen, we have had many occasions to revisit and refine the collateral-order exception to the final-judgment rule. We have articulated a three-pronged test to determine whether an order that does not finally resolve a litigation is nonetheless appealable under § 1291. See Coopers & Lybrand v. Livesay, 437 U. S. 463 (1978); see also, e. g., Richardson-Merrell Inc. v. Koller, 472 U. S. 424, 431 (1985); Firestone Tire & Rubber Co. v. Risjord, 449 U. S. 368, 375 (1981). First, the order must “conclusively determine the disputed question.” Coopers & Lybrand v. Livesay, 437 U. S., at 468. Second, the order must “résolve an important issue completely separate from the merits of the action.” Ibid. Third and finally, the order must be “effectively unreviewable on appeal from a final judgment.” Ibid, (footnote omitted). If the order at issue fails to satisfy any one of these requirements, it is not appealable under the collateral-order exception to § 1291.

This Court held in Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U. S. 1 (1983), that a district court order granting a stay of litigation pursuant to Colorado River meets each of the three requirements of the collateral-order doctrine and therefore is appealable under §1291. 460 U. S., at 11-13. In applying the collateral-order doctrine, we found that an order refusing to proceed with litigation because of the pendency of a similar action in state court satisfies the second and third prongs of the test. We stated that such an order “plainly presents an important issue separate from the merits” and that it would be “unreviewable if not appealed now” because once the state court has decided the issues in the litigation, the federal court must give that determination res judicata effect. Id., at 12 (footnote omitted). The Court gave more extended treatment to the first requirement of the collateral-order doctrine that the order “conclusively determine the disputed question.” We contrasted two kinds of nonfinal orders: those that are “ ‘inherently tentative,’” id., at 12, n. 14, quoting Coopers & Lybrand v. Livesay, supra, at 469, n. 11, and those that, although technically amendable, are “made with the expectation that they will be the final word on the subject addressed,” 460 U. S., at 12, n. 14. We used the order challenged in Coopers & Lybrand v. Livesay, supra, which denied certification of a class, as an example of the kind of order that is inherently tentative because a district court ordinarily would expect to reassess and revise such an order in response to events occurring “in the ordinary course of litigation.” Moses H. Cone Memorial Hospital v. Mercury Construction Corp., supra, at 13, n. 14. We then stated that an order granting a stay of litigation in federal court pursuant to the doctrine of Colorado River was not of this tentative nature. An order granting a Colorado River stay, we noted, “necessarily contemplates that the federal court will have nothing further to do in resolving any substantive part of the case” because a district court may enter such an order only if it has full confidence that the parallel state proceeding will “be an adequate vehicle for the complete and prompt resolution of the issues between the parties.” 460 U. S., at 28; see id., at 13. Given that a district court normally would expect the order granting the stay to settle the matter for all time, the “conclusiveness” prong of the collateral-order doctrine is satisfied and the order is appealable under § 1291.

Application of the collateral-order test to an order denying a motion to stay or dismiss an action pursuant to Colorado River, however, leads to a different result. We need not decide whether the denial of such a motion satisfies the second and third prongs of the collateral-order test — the separability of the decision from the merits of the action and the review-ability of the decision on appeal from final judgment — because the order fails to meet the initial requirement of a conclusive determination of the disputed question. A district court that denies a Colorado River motion does not “necessarily contemplate” that the decision will close the matter for all time. In denying such a motion, the district court may well have determined only that it should await further developments before concluding that the balance of factors to be considered under Colorado River, see n. 1, supra, warrants a dismissal or stay. The district court, for example, may wish to see whether the state-court proceeding becomes more comprehensive than the federal-court action or whether the former begins to proceed at a more rapid pace. Thus, whereas the granting of a Colorado River motion necessarily implies an expectation that the state court will resolve the dispute, the denial of such a motion may indicate nothing more than that the district court is not completely confident of the propriety of a stay or dismissal at that time. Indeed, given both the nature' of the factors to be considered under Colorado River and the natural tendency of courts to attempt to eliminate matters that need not be decided from their dockets, a district court usually will expect to revisit and reassess an order denying a stay in light of events occurring in the normal course of litigation. Because an order denying a Colorado River motion is “inherently tentative” in this critical sense— because it is not “made with the expectation that [it] will be the final word on the subject addressed” — the order is not a conclusive determination within the meaning of the collateral-order doctrine and therefore is not appealable under § 1291.

III

Petitioner argues in the alternative that the District Court’s order in this case is immediately appealable under § 1292(a)(1), which gives the courts of appeals jurisdiction of appeals from interlocutory orders granting or denying injunctions. An order by a federal court that relates only to the conduct or progress of litigation before that court ordinarily is not considered an injunction and therefore is not appeal-able under § 1292(a)(1). See Switzerland Cheese Assn., Inc. v. E. Horne’s Market, Inc., 385 U. S. 23, 25 (1966); International Products Corp. v. Koons, 325 F. 2d 403, 406 (CA2 1963) (Friendly, J.). Under the Enelow-Ettelson doctrine, however, certain orders that stay or refuse to stay judicial proceedings are considered injunctions and therefore are immediately appealable. Petitioner asserts that the order in this case, which denied a motion for a stay of a federal-court action pending the resolution of a concurrent state-court proceeding, is appealable under § 1292(a)(1) pursuant to the Enelow-Ettelson doctrine.

The line of cases we must examine to resolve this claim began some 50 years ago, when this Court decided Enelow v. New York Life Ins. Co., 293 U. S. 379 (1935). At the time of that decision, law and equity remained separate jurisprudential systems in the federal courts. The same judges administered both these systems, however, so that a federal district judge was both a chancellor in equity and a judge at law. In Enelow, the plaintiff sued at law to recover on a life insurance policy. The insurance company raised the affirmative defense that the policy had been obtained by fraud and moved the District Court to stay the trial of the law action pending resolution of this equitable defense. The District Court granted this motion, and the plaintiff appealed. This Court likened the stay to an injunction issued by an equity court to restrain an action at law. The Court stated:

“[T]he grant or refusal of... a stay by a court of equity of proceedings at law is a grant or refusal of an injunction within the meaning of [the statute. ] And, in this aspect, it makes no difference that the two cases, the suit in equity for an injunction and the action at law in which proceedings are stayed, are both pending in the same court, in view of the established distinction between ‘proceedings at law and proceedings in equity in the national courts . . . .’
“It is thus apparent that when an order or decree is made . . . requiring, or refusing to require, that an equitable defense shall first be tried, the court, exercising what is essentially an equitable jurisdiction, in effect grants or refuses an injunction restraining proceedings at law precisely as if the court had acted upon a bill of complaint in a separate suit for the same purpose.” Id., at 382-383.

The Court thus concluded that the District Court’s order was appealable under § 1292(a)(1).

In Ettelson v. Metropolitan Life Ins. Co., 317 U. S. 188 (1942), the Court reaffirmed the rule of Enelow, notwithstanding that the Federal Rules of Civil Procedure had fully merged law and equity in the interim. The relevant facts of Ettelson were identical to those of Enelow, and the Court responded to them in the same fashion. In response to the argument that the fusion of law and equity had destroyed the analogy between the stay ordered in the action and an injunction issued by a chancellor of a separate proceeding at law, the Court stated only that the plaintiffs were “in no differenposition than if a state equity court had restrained them from proceeding in the law action.” 317 U. S., at 192. Thus, the order granting the stay was held to be immediately appeal-able as an injunction.

The historical analysis underlying the results in Enelow and Ettelson has bred a doctrine of curious contours. Under the Enelow-Ettelson rule, most recently restated in Balti more Contractors, Inc. v. Bodinger, 348 U. S. 176 (1955), an order by a federal court staying or refusing to stay its own proceedings is appealable under § 1292(a)(1) as thé grant or denial of an injunction if two conditions are met. First, the action in which the order is entered must be an action that, before the merger of law and equity, was by its nature an action at law. Second, the order must arise from or be based on some matter that would then have been considered an equitable defense or counterclaim. If both conditions are satisfied, the historical equivalent of the modern order would have been an injunction, issued by a separate equity court, to restrain proceedings in an action at law. If either condition is not met, however, the historical analogy fails. When the underlying suit is historically equitable and the stay is based on a defense or counterclaim that is historically legal, the analogy fails because a law judge had no power to issue an injunction restraining equitable proceedings. And when both the underlying suit and the defense or counterclaim on which the stay is based are historically equitable, or when both are historically legal, the analogy fails because when a chancellor or a law judge stayed an action in his own court, he was not issuing an injunction, but merely arranging matters on his docket. Thus, unless a stay order is made in a historically legal action on the basis of a historically equitable defense or counterclaim, the order cannot be analogized to a premerger injunction and therefore cannot be appealed under § 1292(a)(1) pursuant to the Enelow-Ettelson doctrine.

The parties in this case dispute whether the Enelow-Ettelson rule makes the District Court’s decision to deny a stay immediately appealable under § 1292(a)(1). Both parties agree that an action for breach of contract was an action at law prior to the merger of law and equity. They vigorously contest, however, whether the stay of an action pending the resolution of similar proceedings in a state court is equitable in the requisite sense. Petitioner relies primarily on the decision of the United States Court of Appeals for the Seventh Circuit in Microsoftware Computer Systems, Inc. v. Ontel Corp., 686 F. 2d 531 (1982). That court held that a stay issued under Colorado River is based on the policy of avoiding “the unnecessary and wasteful duplication of lawsuits,” which is historically an equitable defense. 686 F. 2d, at 536. Respondent, on the other hand, urges us to adopt the reasoning of the Ninth Circuit in this case. In its decision, the court below drew a distinction between motions that raised equitable “defenses” and motions that raised equitable “considerations.” 806 F. 2d, at 929-930. The court held that a motion for a stay pursuant to Colorado River was based only on equitable considerations and that the Enelow-Ettelson rule therefore did not apply.

We decline to address the issue of appealability in these terms; indeed, the sterility of the debate between the parties illustrates the need for a more fundamental consideration of the precedents in this area. This Court long has understood that the Enelow-Ettelson rule is deficient in utility and sense. In the two cases we have decided since Ettelson relating to the rule, we criticized its perpetuation of “outmoded procedural differentiations” and its consequent tendency to produce incongruous results. Baltimore Contractors, Inc. v. Bodinger, supra, at 184; see Morgantown v. Royal Ins. Co., 337 U. S. 254, 257-258 (1949). We refrained then from overruling the Enelow and Ettelson decisions, but today we take that step. A half century’s experience has persuaded us, as it has persuaded an impressive array of judges and commentators, that the rule is unsound in theory, unworkable and arbitrary in practice, and unnecessary to achieve any legitimate goals.

As an initial matter, the Enelow-Ettelson doctrine is, in the modern world of litigation, a total fiction. Even when the rule was announced, it was artificial. Although at that time law and equity remained two separate systems, they were administered by the same judges. When a single official was both chancellor and law judge, a stay of an action at law on equitable grounds required nothing more than an order issued by the official regulating the progress of the litigation before him, and the decision tó call this order an injunction just because it would have been an injunction in a system with separate law and equity judges had little justification. With the merger of law and equity, which was accomplished by the Federal Rules of Civil Procedure, the practice of describing these stays as injunctions lost all connection with the reality of the federal courts’ procedural system. As Judge Charles Clark, the principal draftsman of the Rules, wrote:

“[W]e lack any rationale to explain the concept of a judge enjoining himself when he merely decides upon the method he will follow in trying the case. The metamorphosis of a law judge into a hostile chancellor on the other ‘side’ of the court could not have been overclear to the lay litigant under the divided procedure; but if now without even that fictitious sea change one judge in one form of action may split his judicial self at one instant into two mutually antagonistic parts, the litigant surely will think himself in Alice’s Wonderland.”' Beaunit Mills, Inc. v. Eday Fabric Sales Corp., 124 F. 2d 563, 565 (CA2 1942).

The Endow rule had presupposed two different systems of justice administered by separate tribunals, even if these tribunals were no more than two “sides” to the same court; with the abandonment of that separation, the premise of the rule disappeared. The doctrine, and the distinctions it drew between equitable and legal actions and defenses, lost all moorings to the actual practice of the federal courts.

The artificiality of the Enelow-Ettelson doctrine is not merely an intellectual infelicity; the gulf between the historical procedures underlying the rule and the modern procedures of federal courts renders the rule hopelessly unworkable in operation. The decisions in Enelow and Ettelson treated as straightforward the questions whether the underlying suit, on the one hand, and the motion for a stay, on the other, would properly have been brought in a court of equity or in a court of law. Experience since the merger of law and equity, however, has shown that both questions are frequently difficult and sometimes insoluble. Suits that involve diverse claims and request diverse forms of relief often are not easily categorized as equitable or legal. As one Court of Appeals complained in handling such a suit, “Enelow-Ettelson is virtually impossible to apply to a complaint... in which the averments and prayers are a purée of legal and equitable theories and of claims that had no antecedents in the old bifurcated system.” Danford v. Schwabacher, 488 F. 2d 454, 456 (CA9 1973). Actions for declaratory judgments are neither legal nor equitable, and courts have therefore had to look to the kind of action that would have been brought had Congress not provided the declaratory judgment remedy. Thus, the rule' has placed courts “in the unenviable position not only of solving modern procedural problems by the application of labels which have no currency, but also of considering the nature of law suits which were never brought.” Diematic Manufacturing Corp. v. Packaging Industries, Inc., 516 F. 2d 975, 978 (CA2), cert. denied, 423 U. S. 913 (1975). The task of characterizing stays as based in either law or equity has proved equally intractable. In an early case applying the doctrine, for example, this Court held that a stay of an action at law pending arbitration is appealable as an injunction because “the special defense setting up the arbitration agreement is an equitable defense.” Shanferoke Coal & Supply Corp. v. Westchester Service Corp., 293 U. S. 449, 452 (1935). But as one Court of Appeals has noted, a chancellor could not have enforced an arbitration agreement and, correlatively, could not have stayed a suit at law pending arbitration. See Olson v. Paine, Webber, Jackson & Curtis, Inc., 806 F. 2d 731, 735 (CA7 1986), citing, e. g., J. Story, Commentaries on Equity Pleadings § 804 (J. Gould 10th rev. ed. 1892). More recently, lower courts have differed as to whether a stay pending the completion of administrative proceedings is based on an equitable defense. Compare H. W. Caldwell & Son, Inc. v. United States ex rel. John H. Moon & Sons, Inc., 407 F. 2d 21, 22 (CA5 1969), with Pepper v. Miani, 734 F. 2d 1420, 1422 (CA10 1984). The conflict regarding the proper characterization of Colorado River stays is just one more example of the confusion that results from requiring courts to assign obsolete labels to orders that may or may not have an analogue in the bifurcated system of equity and law.

Most important, the Enelow-Ettelson doctrine is “divorced from any rational or coherent appeals policy.” Lee v. Ply*Gem Industries, Inc., 193 U. S. App. D. C. 112, 115, 593 F. 2d 1266, 1269 (footnote omitted), cert. denied, 441 U. S. 967 (1979). Under the rule, appellate jurisdiction of orders granting or denying stays depends upon a set of considerations that in no way reflects or relates to the need for interlocutory review. There is no reason to think that appeal of a stay order is more suitable in cases in which the underlying action is at law and the stay is based on equitable grounds- than in cases in which one of these conditions is not satisfied. The rule’s focus on historical distinctions thus produces arbitrary and anomalous results. See Baltimore Contractors, Inc. v. Bodinger, 348 U. S., at 184 (noting the “incongruity of taking jurisdiction from a stay in a law type [proceeding] and denying jurisdiction in an equity type proceeding”). Two orders may involve similar issues and produce similar consequences, and yet one will be appealable whereas the other will not.

For these reasons, the lower federal courts repeatedly have lambasted the Enelow-Ettelson doctrine. The rule has been called “a remnant from the jurisprudential attic,” Danford v. Schwabacher, supra, at 455, “an anachronism wrapped up in an atavism,” Hartford Financial Systems, Inc. v. Florida Software Services, Inc., 712 F. 2d 724, 727 (CA1 1983), and a “Byzantine peculiarit[y],” New England Power Co. v. Asiatic Petroleum Corp., 456 F. 2d 183, 189 (CA1 1972). With the exception of the Federal Circuit, which apparently has not yet confronted an Enelow-Ettelson appeal, every Circuit is on record with criticism of the doctrine. One Circuit Judge has urged his court to reject the doctrine outright. See Mar-Len of Louisiana, Inc. v. Parsons-Gilbane, 732 F. 2d 444, 445-447 (CA5 1984) (Rubin, J., dissenting). Although a majority of the panel declined to do so, it agreed that the Enelow-Ettelson rule was “‘artificial,’” “‘medieval,’” and “‘outmoded.’” 732 F. 2d., at 445, n. 1 (citations omitted). Another Circuit Judge, in a majority opinion, recently wrote an extensive and scholarly critique of the doctrine and concluded only with great reluctance that repudiating the doctrine would be improper. Olson v. Paine, Webber, Jackson & Curtis, Inc., supra, at 733-742 (Posner, J.).

Commentators have been no less scathing in their evaluations of the Enelow-Ettelson rule. Professor Moore and his collaborators have noted the difficulty of applying archaic labels to modern actions and defenses and expressed the wish that “the Supreme Court will accept the first opportunity offered to decide that the reason for the Enelow-Ettelson rule having ceased, the rule is no more.” 9 J. Moore, B. Ward, & J. Lucas, Moore’s Federal Practice ¶ 110.20[3], p. 245 (1987). Professor Wright and his collaborators have gone further, arguing that the extensive experience that the Courts of Appeals have had in attempting to rationalize and apply the rule would justify them in rejecting it. 16 C. Wright, A. Miller, E. Cooper, & E. Gressman, Federal Practice and Procedure § 3923, p. 65 (1977).

The case against perpetuation of this sterile and antiquated doctrine seems to us conclusive. We therefore overturn the cases establishing the Enelow-Ettelson rule and hold that orders granting or denying stays of “legal” proceedings on “equitable” grounds are not automatically appealable under § 1292(a)(1). This holding will not prevent interlocutory review of district court orders when such review is truly needed. Section 1292(a)(1) will, of course, continue to provide appellate jurisdiction over orders that grant or deny injunctions and orders that have the practical effect of granting or denying injunctions and have “‘serious, perhaps irreparable, consequence.’” Carson v. American Brands, Inc., 450 U. S. 79, 84 (1981), quoting Baltimore Contractors, Inc. v. Bodinger, supra, at 181. As for orders that were appealable under § 1292(a)(1) solely by virtue of the Enelow-Ettelson doctrine, they may, in appropriate circumstances, be reviewed under the collateral-order doctrine of § 1291, see Moses H. Cone Memorial Hospital v. Mercury Construction Corp., 460 U. S. 1 (1983), and the permissive appeal provision of § 1292(b), as well as by application for writ of mandamus. Our holding today merely prevents interlocutory review of district court orders on the basis of historical circumstances that have no relevance to modern litigation. Because we repudiate the Enelow-Ettelson doctrine, we reject petitioner’s claim that the District Court’s order in this ease is appealable under § 1292(a)(1) pursuant to that doctrine.

IV

Petitioner finally contends that if the order denying the motion for a stay or dismissal is not appealable, the Court of Appeals should have issued a writ of mandamus directing the District Court to vacate the order and grant the motion. In making this argument, petitioner points primarily to respondent’s decision to eschew removal of the state-court action in favor of bringing a separate suit in federal court. Petitioner asserts that in the absence of “imperative circumstances” not present in this case, a district court must respond to this kind of conduct by staying or dismissing the action brought in that court. Brief for Petitioner 28. Refusal to do so, petitioner concludes, is a “demonstrable abuse of discretion” warranting the issuance of a writ of mandamus. Id., at 5.

This Court repeatedly has observed that the writ of mandamus is an extraordinary remedy, to be reserved for extraordinary situations. See, e. g., Kerr v. United States District Court, 426 U. S. 394, 402 (1976). The federal courts traditionally have used the writ only “to confine an inferior court to a lawful exercise of its prescribed jurisdiction or to compel it to exercise its authority when it is its duty to do so.” Roche v. Evaporated Milk Assn., 319 U. S. 21, 26 (1943). In accord’ with this historic practice, we have held that only “exceptional circumstances amounting to a judicial ‘usurpation of power’ ” will justify issuance of the writ. Will v. United States, 389 U. S. 90, 95 (1967), quoting De Beers Consol. Mines, Ltd. v. United States, 325 U. S. 212, 217 (1945). Moreover, we have held that the party seeking mandamus has the “burden of showing that its right to issuance of the writ is ‘clear and indisputable.’” Bankers Life & Cas. Co. v. Holland, 346 U. S. 379, 384 (1953), quoting United States v. Duell, 172 U. S. 576, 582 (1899).

Petitioner has failed to satisfy this stringent standard. This Court held in Colorado River that a federal court should stay or dismiss an action because of the pendency of a concurrent state-court proceeding only in “exceptional” circumstances, 424 U. S., at 818, and with “the clearest of justifications,” id., at 819. Petitioner has failed to show that the District Court clearly overstepped its authority in holding that the circumstances of this case were not so exceptional as to warrant a stay or dismissal under Colorado River. This Court never has intimated acceptance of petitioner’s view that the decision of a party to spurn removal and bring a separate suit in federal court invariably warrants the stay or dismissal of the suit under the Colorado River doctrine. More-, over, petitioner has pointed to no other circumstance in this case that would require a federal court to stay the litigation. Petitioner therefore has failed to show that the District Court’s order denying a stay or dismissal of the federal-court suit warranted the issuance of a writ of mandamus.

y

The District Court’s order denying petitioner’s motion to stay or dismiss respondent’s suit because of the pendency of similar litigation in state court was not immediately appeal-able under § 1291 or § 1292(a)(1). In addition, the District Court’s order did not call for the issuance of a writ of mandamus. Accordingly, the judgment of the Court of Appeals is affirmed.

It is so ordered.

Justice Kennedy took no part in the consideration or decision of this case.

Justice Scalia,

concurring.

I join the Court’s opinion, but write separately principally to express what seems to me a necessary addition to the analysis in Part II. While I agree that the present order does not come within the Cohen exception to the final-judgment rule under § 1291, I think it oversimplifies somewhat to assign as the reason merely that the order is “inherently tentative.” A categorical order otherwise qualifying for Cohen treatment does not necessarily lose that status, and become “nonfinal,” merely because the court may contemplate — or even, for that matter, invite — renewal of the aggrieved party’s request for relief at a later date. The claim to immediate relief (in this case, the right to be free of the obstruction of a parallel federal proceeding) is categorically and irretrievably denied. The court’s decision is “the final word on the subject” insofar as the time period between the court’s initial denial and its subsequent reconsideration of the renewed motion is concerned. Thus, it is inconceivable that we would hold denial of a motion to dismiss an indictment on grounds of absolute immunity (an order that is normally appealable at once, see Nixon v. Fitzgerald, 457 U. S. 731 (1982)), to be nonfinal and unappealable, simply because the court announces that it will reconsider the motion at the conclusion of the prosecution’s case.

In my view, refusing to apply the Cohen exception makes little sense in the present case because not only (1) the motion is likely to be renewed and reconsidered, but also (2) the relief will be just as effective, or nearly as effective, if accorded at a later date — that is, the harm caused during the interval between initial denial and reconsideration will not be severe. Moreover, since these two conditions will almost always be met when the asserted basis for an initial stay motion is the pendency of state proceedings, the more general conclusion that initial orders denying Colorado River motions are never immediately appealable is justified.

I note that today’s result could also be reached by application of the rule adopted by the First Circuit, that to come within the Cohen exception the issue on appeal must involve “ ‘an important and unsettled question of controlling law, not merely a question of the proper exercise of the trial court’s discretion.'” Boreri v. Fiat S. P. A., 763 F. 2d 17, 21 (1985), quoting United States v. Sorren, 605 F. 2d 1211, 1213 (1979). See also, e. g., Sobol v. Heckler Congressional Committee, 709 F. 2d 129, 130-131 (1983); Midway Mfg. Co. v. Omni Video Games, Inc., 668 F. 2d 70, 71 (1981); In re Continental Investment Corp., 637 F. 2d 1, 4 (1980). This approach has some support in our opinions, see Cohen v. Beneficial Industrial Loan Corp., 337 U. S. 541, 546 (1949); Coopers & Lybrand v. Livesay, 437 U. S. 463, 468 (1978), as well as in policy, see Donlon Industries v. Forte, 402 F. 2d 935, 937 (CA2 1968) (Friendly, J.) (when an issue is reviewable only on an abuse-of-discretion basis the “likelihood of reversal is too negligible to justify the delay and expense incident to an [immediate] appeal and the consequent burden on hard-pressed appellate courts”); Midway Mfg. Co., supra, at 72 (questions of discretion “are less likely to be reversed and offer less reason for the appellate court to intervene”). This rationale has not been argued here, and we should hot embrace it without full adversarial exploration of its consequences. I do think, however, that our finality jurisprudence is sorely in need of further limiting principles, so that Cohen appeals will be, as we originally announced they would be, a “small class [of decisions] . . . too important to be denied review.” 337 U. S., at 546.

       The factors to be considered in determining whether any exceptional circumstances exist include the relative comprehensiveness, convenience, and progress of the state-court and federal-court actions. See, e. g., Arizona v. San Carlos Apache Tribe, 463 U. S. 545, 570 (1983).

       Section 1291 provides, in pertinent part:
      “The courts of appeals . . . shall have jurisdiction of appeals from all final decisions of the district courts of the United States . . . except where a direct review may be had in the Supreme Court.”

       Section 1292(a)(1) provides, in pertinent part:
      “[T]he courts of appeals shall have jurisdiction of appeals from:
      “(1) Interlocutory orders of the district courts of the United States . . . or of the judges thereof, granting, continuing, modifying, refusing or dissolving injunctions, or refusing to dissolve or modify injunctions, except where a direct review may be had in the Supreme Court.”

       The All Writs Act provides, in pertinent part:
      “The Supreme Court and all courts established by Act of Congress may issue all writs necessary or appropriate in aid of their respective jurisdictions and agreeable to the usages and principles of law.”

       One judge dissented from the dismissal for lack of jurisdiction. He stated that the District Court’s order was appealable under § 1292(a)(1). See 806 F. 2d, at 931 (Sneed, J.). He then noted that he would have affirmed the order. See ibid.

       Compare 806 F. 2d 928 (CA9 1987) (case below) (holding that a district court’s denial of a motion to stay an action pending resolution of a state-court proceeding is not immediately appealable), with Microsoftware Computer Systems, Inc. v. Ontel Corp., 686 F. 2d 531 (CA7 1982) (holding that a district court’s denial of such a motion is immediately appealable under § 1292(a)(1)).

       Justice Frankfurter, speaking for a unanimous Court, explained the rationale for this rule in Cobbledick v. United States, 309 U. S. 323, 325 (1940):
      “Since the right to a judgment from more than one court is a matter of grace and not a necessary ingredient of justice, Congress from the very beginning has, by forbidding piecemeal disposition on appeal of what for practical purposes is a single controversy, set itself against enfeebling judicial administration. Thereby is avoided the obstruction to just claims that would come from permitting the harassment and cost of a succession of separate appeals from the various rulings to which a litigation may give rise, from its initiation to entry of judgment. To be effective, judicial administration must not be leaden-footed. Its momentum would be arrested by permitting separate reviews of the component elements in a unified cause.”

       Accord, Gold v. Johns-Manville Sales Corp., 723 F. 2d 1068, 1073 (CA3 1983) (holding that stays issued to avoid duplicative litigation are not based on equitable defenses and therefore are not appealable under § 1292(a)(1)); Andrews v. Southern Discount Co. of Georgia, 662 F. 2d 722, 724 (CA11 1981) (same); Jackson Brewing Co. v. Clarke, 303 F. 2d 844, 846 (CA5) (same), cert. denied, 371 U. S. 891 (1962).

       A dissenting opinion in Morgantown accused the majority of having overruled Enelow and Ettelson. See Morgantown v. Royal Ins. Co., 337 U. S., at 261-263 (Black, J., dissenting). The Court in Baltimore Contractors, however, interpreted Morgantown as having left the Enelow-Ettelson doctrine intact and itself declined to overturn the rule. See Baltimore Contractors, Inc. v. Bodinger, 348 U. S., at 184-185.

       The tendency of the Enelow-Ettelson rule to produce bizarre outcomes is illustrated by the decision in Travel Consultants, Inc. v. Travel Management Corp., 125 U. S. App. D. C. 108, 367 F. 2d 334 (1966), cert. denied, 386 U. S. 912 (1967). In that case, the plaintiff brought suit for specific performance, the defendant counterclaimed for damages for breach of contract, and the trial court stayed its own proceedings pending arbitration. When the defendant challenged the stay order, the Court of Appeals decided that it had jurisdiction to review the “part” of the order staying the legal counterclaim, but did not have jurisdiction to review the “part” of the order staying the equitable claim for specific performance. The Court of Appeals recognized that this result was anomalous, but concluded correctly that it was compelled by this Court’s decisions.

       See, e. g., Langley v. Colonial Leasing Co. of New England, 707 F. 2d 1, 2, n. 2, 5 (CA1 1983); Standard Chlorine of Delaware, Inc. v. Leonard, 384 F. 2d 304, 307-309 (CA2 1967); Nascone v. Spudnuts, Inc., 735 F. 2d 763, 767-770 (CA3 1984); Chapman v. International Ladies’ Garment Workers’ Union, 401F. 2d 626, 628 (CA4 1968); Wallace v. Norman Industries, Inc., 467 F. 2d 824, 827 (CA5 1972); Mansbach v. Prescott, Ball & Turben, 598 F. 2d 1017, 1022-1023 (CA6 1979); Matterhorn, Inc. v. NCR Corp., 763 F. 2d 866, 870-871 (CA7 1985); Mellon-Bank, N. A. v. Pritchard-Keang Nam Corp., 651 F. 2d 1244, 1247-1248 (CA8 1981); Mediterranean Enterprises, Inc. v. Ssangyong Corp., 708 F. 2d 1458, 1462, n. 3 (CA9 1983); Pepper v. Miami, 734 F. 2d 1420, 1421 (CA10 1984); Miller v. Drexel Burnham Lambert, Inc., 791 F. 2d 850, 853, n. 3 (CA11 1986)
        (per curiam); Lee v. Ply*Gem Industries, Inc., 193 U. S. App. D. C. 112, 115, 593 F. 2d 1266, 1269, cert. denied, 441 U. S. 967 (1979).

       Section 1292(b) states, in pertinent part:
      “When a district judge, in making in a civil action an order not otherwise appealable under this section, shall be of the opinion that such order involves a controlling question of law as to which there is substantial ground for difference of opinion and that an immediate appeal from the order may materially advance the ultimate termination of the litigation, he shall so state in writing in such order. The Court of Appeals may thereupon, in its discretion, permit an appeal to be taken from such order . . . .”
      Several Courts of Appeals have viewed Congress’ enactment of § 1292(b), which occurred after the Enelow and Ettelsow decisions, as further justification for abandoning the Enelow-Ettelson doctrine. See, e. g., Olson v. Paine, Webber, Jackson & Curtis, Inc., 806 F. 2d 731, 738 (CA7 1986).

       Issuance of a writ of mandamus will be appropriate in exceptional cases involving stay orders. This Court has made clear, for example, that a stay order that deprives a party of the right to trial by jury is reversible by mandamus. See Beacon Theatres, Inc. v. Westover, 359 U. S. 500, 510-511 (1959).

       Because we find that petitioner has failed to demonstrate its right to a writ of mandamus, we need not consider whether the Court of Appeals acted appropriately in declining to treat petitioner’s notice of appeal as an application for the writ. The Courts of Appeals have responded in divergent ways to requests from a party to convert a notice of appeal into a petition for mandamus. See, e. g., In re Harmon, 425 F. 2d 916 (CA1 1970) (treating a notice of appeal as a request for permission to file a petition for mandamus); Wilkins v. Erickson, 484 F. 2d 969 (CA8 1973) (treating a notice of appeal as a petition for mandamus); 806 F. 2d 928 (CA9 1987) (case below) (treating a notice of appeal as a petition for mandamus only if party shows serious hardship or prejudice). We take no position on this matter.


source: Caselaw Access Project

author: Justice Blackmun

license: Public Domain

text:
    SCHNEIDEWIND et al. v. ANR PIPELINE CO. et al.
    No. 86-986.
    Argued November 2, 1987
    Decided March 22, 1988

      Blackmun, J., delivered the opinion of the Court, in which all other Members joined, except Kennedy, J., who took no part in the consideration or decision of the case.

      Don L. Keskey, Assistant Attorney General of Michigan, argued the cause for petitioners. With him on the briefs were Frank J. Kelley, Attorney General, Louis J. Caruso, Solicitor General, Thomas L. Casey, Assistant Solicitor General, and Henry J. Boynton, Assistant Attorney General.

      Howard J. Trienens argued the cause for respondents. With him on the brief were Rex E. Lee, Carter G. Phillips, John C. Jones, and Fredric N. Goldberg.

      Briefs of amici curiae urging reversal were filed for the Council of State Governments et al. by Benna Ruth Solomon, Beate Bloch, Marcia E. Carpeni, and Robert F. Shapiro; and for the National Association of Regulatory Utility Commissioners by William Paul Rodgers, Jr.

      Briefs of amici curiae urging affirmance were filed for the Interstate Natural Gas Association of America by Raymond N. Shibley, M. Reamy Ancarrow, and John H. Cheatham III; and for the Legal Foundation of America by Jean Fleming Powers and David Crump.

   Justice Blackmun

delivered the opinion of the Court.

This case presents the Court once again with a question concerning a State’s ability to regulate the activities of natural gas companies.

I

Respondents ANR Pipeline Company (Pipeline) and ANR Storage Company (Storage) are wholly owned subsidiaries of American Natural Resources Company (Resources), a Delaware corporation which, like Pipeline and Storage, has its principal place of business in Michigan. Both Pipeline and Storage are natural gas companies, within the meaning of the Natural Gas Act of 1938 (NGA or Act), ch. 556, 52 Stat. 821, as amended, 15 U. S. C. § 717 et seq. Thus, both are subject to the jurisdiction of the Federal Energy Regulatory Commission (FERC), the regulatory body charged with implementation of the NGA. See § 1(b) of the Act, 15 U. S. C. § 717(b)..

Pipeline is a Delaware corporation that owns and operates an interstate natural gas pipeline system transporting gas, exclusively for resale, to 51 gas distribution centers in Michigan and eight other States, where the gas is either delivered to customers of Pipeline or stored for future delivery. Pipeline purchases its natural gas from producers in Texas, Oklahoma, Kansas, Louisiana, and Wyoming.

Storage, which operates independently from Pipeline, is a Michigan corporation organized by Resources in 1978 to develop and operate gas storage reservoirs for nonaffiliated customers. Storage receives gas from outside Michigan and, on demand, redelivers it for sale outside that State. Storage operates four storage fields in Michigan.

Petitioners are members of the Michigan Public Service Commission (MPSC). Under Michigan’s Public Utilities Securities Act, 1909 Mich. Pub. Acts No. 144, as amended (Act 144), Mich. Comp. Laws Ann. § 460.301 et seq. (1967 and Supp. 1987), a public utility exercising or claiming the right to transport natural gas in Michigan for public use must obtain MPSC approval before issuing long-term securities. Act 144 directs the MPSC to approve a security issuance when it “is satisfied that the funds derived . . . are to be applied to lawful purposes and that the issue and amount is essential to the successful carrying out of the purposes, or that the issue of the stock fairly represents accumulated and undistributed earnings invested in capital assets and not previously capitalized.” §460.301(3). The MPSC may conduct an investigation, including an appraisal of the company’s property at the company’s expense, in deciding whether to allow the issue, §460.301(2), and it “may impose as a condition of the grant reasonable terms and conditions that [it] considers proper. ” § 460.301(3).

Pipeline and Storage filed in the United States District Court for the Western District of Michigan an amended complaint against petitioners in their official capacities, seeking a declaratory judgment that the MPSC lacks jurisdiction over their security issuances and thus that they may lawfully issue and market securities without MPSC approval. Respondents argued that Act 144 was pre-empted by the NGA and that Act 144 violates the Commerce Clause, U. S. Const., Art. I, § 8, cl. 3.

The District Court concluded that Act 144 was neither preempted by the federal regulatory scheme nor in violation of the Commerce Clause. 627 F. Supp. 923 (WD Mich. 1985). On the pre-emption issue, the court concluded that “compliance with both federal and state regulations is not a physical impossibility, and Act 144 does not stand as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress.” Id., at 930. As to the Commerce Clause, the court concluded that Act 144 was “an evenhanded and relatively limited state regulation which, as applied to [respondents], has historically had an indirect and minimal effeet on interstate commerce,” while serving legitimate local interests. 627 F. Supp., at 933.

The United States Court of Appeals for the Sixth Circuit reversed, holding that both the pre-emptive effect of the federal regulatory scheme and the Commerce Clause bar application of Act 144 to respondents. 801 F. 2d 228 (1986). The Court of Appeals concluded that Act 144 was pre-empted because, by omitting any requirement of advance approval of the issuance of securities “in an otherwise ‘comprehensive’ regulatory scheme, Congress has implicitly determined that the States should not impose such regulations,” 801 F. 2d, at 233-234, and because of the possibility of a conflict between federal and state regulation of natural gas company projects and financing plans, id., at 235-236. Furthermore, the court reasoned, inasmuch as “the burdens of expense, delay, and administrative hassle of ‘advance approval’ securities regulation far outweigh the benefits, if any, of Michigan’s interests in protecting consumers and investors . . . Act 144 unconstitutionally burdens interstate commerce.” Id., at 238.

Because of a conflict between the views of the Sixth Circuit and those of the Michigan Supreme Court set forth in Michigan Gas Storage Co. v. Michigan Pub. Serv. Comm’n, 405 Mich. 376, 275 N. W. 2d 457 (1979), we granted certiorari to decide whether Michigan may require respondents to obtain MPSC approval before issuing and marketing securities.

II

The circumstances in which federal law pre-empts state regulation are familiar. See Arkansas Elec. Coop. Corp. v. Arkansas Public Serv. Comm’n, 461 U. S. 375, 383 (1983). See also Fidelity Federal Savings & Loan Assn. v. De la Cuesta, 458 U. S. 141, 152-154 (1982). A pre-emption question requires an examination of congressional intent. Id., at 152. Of course, Congress explicitly may define the extent to which its enactments pre-empt state law. See, e. g., Shaw v. Delta Air Lines, Inc., 463 U. S. 85, 95-96 (1983). In the absence of explicit statutory language, however, Congress implicitly may indicate an intent to occupy a given field to the exclusion of state law. Such a purpose properly may be inferred where the pervasiveness of the federal regulation precludes supplementation by the States, where the federal interest in the field is sufficiently dominant, or where “the object sought to be obtained by the federal law and the character of obligations imposed by it . . . reveal the same purpose.” Rice v. Santa Fe Elevator Corp., 331 U. S. 218, 230 (1947). Finally, even where Congress has not entirely displaced state regulation in a particular field, state law is pre-empted when it actually conflicts with federal law. Such a conflict will be found “‘when it is impossible to comply with both state and. federal law, Florida Lime & Avocado Growers, Inc. v. Paul, 373 U. S. 132, 142-143 (1963), or where the state law stands as an obstacle to the accomplishment of the full purposes and objectives of Congress, Hines v. Davidowitz, 312 U. S. 52, 67 (1941).’” California Coastal Comm’n v. Granite Rock Co., 480 U. S. 572, 581 (1987), quoting Silkwood v. Kerr-McGee Corp., 464 U. S. 238, 248 (1984).

In this case we conclude that Act 144 regulates in a field the NGA has occupied to the exclusion of state law, and that it therefore is pre-empted.

Ill

A

The NGA long has been recognized as a “comprehensive scheme of federal regulation of ‘all wholesales of natural gas in interstate commerce.’” Northern Natural Gas Co. v. State Corporation Comm’n of Kansas, 372 U. S. 84, 91 (1963), quoting Phillips Petroleum Co. v. Wisconsin, 347 U. S. 672, 682 (1954). The NGA confers upon FERC ex-elusive jurisdiction over the transportation and sale of natural gas in interstate commerce for resale. Northern Natural Gas Co., 372 U. S., at 89. FERC exercises authority over the rates and facilities of natural gas companies used in this transportation and sale through a variety of powers. Sections 4, 5, and 7 of the NGA, as amended, 15 U. S. C. §§ 717c, 717d, and 717f, give FERC a number of tools for examining and controlling the issuance of securities of natural gas companies in the exercise of its comprehensive authority.

First, in exercising its authority to determine a “just and reasonable” rate for the transportation or sale of natural gas subject to its jurisdiction, FERC may conduct hearings and undertake a detailed examination of a company. § 4 of the NGA, as amended, 15 U. S. C. § 717c. For example, to calculate a reasonable rate of return on invested capital, FERC examines a company’s capital structure (the percentages of its capital that come from debt, common stock, and preferred stock), establishes the rate of return allowable on each type of capital, and determines an overall rate of return as a weighted average, in accordance with the amount of each kind of capital. Public Service Comm’n of New York v. FERC, 259 U. S. App. D. C. 86, 96, 813 F. 2d 448, 458 (1987). Thus, a natural gas company’s capital structure is related directly to the rates FERC allows it to charge. When a company’s “equity ratio moves beyond generally accepted limits,” however, FERC may calculate a company’s rates on an imputed “reasonable capital structure” rather than on the actual structure. Alabama-Tennessee Natural Gas Co., 38 FERC ¶ 61,251, p. 61,849, aff’d in relevant part on rehearing, 40 FERC ¶ 61,244, pp. 61,813-61,816 (1987). Thus, FERC exercises its ratemaking authority to limit the burden on ratepayers of abnormally high equity ratios. See, e. g., Tarpon Transmission Co., 41 FERC ¶ 61,044 (1987). In addition, this power effectively permits FERC to control, albeit indirectly, a natural gas company’s capital structure. FERC’s power to prevent an overcapitalized company from financing its equity through inflated rates presumably acts as a strong deterrent to the development of such a capital structure.

Second, a natural gas company must obtain from FERC a “certificate of public convenience and necessity” before it constructs, extends, acquires, or operates any facility for the transportation or sale of natural gas in interstate commerce. § 7(c)(1)(A) of the NGA, as amended, 15 U. S. C. § 717f (c)(1)(A). FERC will grant the certificate only if it finds the company able and willing to undertake the project in compliance with the rules and regulations of the federal regulatory scheme. § 7(e), as amended, 15 U. S. C. § 717f(e). FERC may attach “to the issuance of the certificate and to the exercise of the rights granted thereunder such reasonable terms and conditions as the public convenience and necessity may require.” Ibid. In fulfilling this statutory duty, FERC has promulgated extensive regulations that require a statement of the plans for financing a proposed facility and a detailed description of any proposed securities issuance. 18 CFR § 157.14(14) (1987). FERC, like the Federal Power Commission, its predecessor, has not hesitated to use its certification power to ensure that a project is financed in accordance with the public interest.

Third, FERC has various powers and obligations that both allow and require it to protect against the deleterious effects of ill-considered or improper securities issuances in this area. For example, officers and directors of natural gas companies are prohibited from profiting from the company’s securities issues. See § 12, 15 U. S. C. § 717k. No company may abandon any service or facility without FERC approval, including a finding by FERC that either the available gas supply is depleted, or “the present or future public convenience or necessity permit such abandonment.” § 7(b), 15 U. S. C. § 717f(b). A company must keep its accounts in accordance with FERC’s Uniform System of Accounts and must submit those accounts for review as FERC deems necessary. §§ 8 and 10, 15 U. S. C. §§ 717g and 717i; 18 CFR pt. 201 (1987). Finally, FERC has the authority to examine and to change “any rule, regulation, practice, or contract affecting [rates that] is unjust, unreasonable, unduly discriminatory, or preferential.” § 5(a), 15 U. S. C. § 717d(a).

Although the NGA gives FERC these substantial powers and obligations, it is also true, as petitioners remind us, that FERC is not expressly authorized to regulate the issuance of securities by natural gas companies. Of course, if such express authority were granted, pre-emption would be more apparent, given the comprehensive nature of FERC’s authority. In the absence of an express provision, however, we must examine whether the preissuance review of securities in which Michigan engages amounts to a regulation in the field of gas transportation and sales for resale that Congress intended FERC to occupy.

B

As an initial matter, respondents argue that Act 144 is preempted by the NGA because “[sjecurities issuances used to finance the interstate sale and transportation of natural gas were clearly beyond the power of the states to control in 1938.” Brief for Respondents 12. They premise this argument on this Court’s statements that Congress intended, by enacting the NGA, to cover areas of natural gas regulation that the States could not reach under the Court’s “dormant” Commerce Clause decisions. See, e. g., Panhandle Eastern Pipe Line Co. v. Public Service Comm’n of Indiana, 332 U. S. 507, 514-516 (1947) (NGA covers sales for resale by interstate carriers; States regulate direct sales to consumers even though made by interstate carriers). Thus, if the Commerce Clause barred the States from a certain method of regulation when the NGA was enacted in 1938, respondents argue, that type of regulation was covered by the NGA and is now pre-empted. Our inquiry, however, is not so easily answered.

Even if Commerce Clause jurisprudence would have barred Act 144’s regulation at the time of the enactment of the NGA, an issue never directly settled by the Court, that would not decide this case. The authorities on which respondents rely state only what is now well settled: Congress occupied the field of matters relating to wholesale sales and transportation of natural gas in interstate commerce. See, e. g., Illinois Gas Co. v. Central Illinois Public Service Co., 314 U. S. 498, 506-507 (1942). The question remains, however, whether Act 144 regulates within this exclusively federal domain. Furthermore, in the absence of an express statement in the NGA of an intent to pre-empt this kind of state law, respondents’ syllogism may be flawed. “To the extent that Congress sought to freeze its perception of [the scope of constitutionally permissible state regulation] into law ... it did so only as a means to accomplishing the end of workable federal regulation, not as an end in itself.” Arkansas Elec. Coop. Corp. v. Arkansas Public Serv. Comm’n, 461 U. S., at 384, n. 8. If Congress did not intend a particular kind of federal regulation, pre-empting state regulation of that kind would not necessarily have served Congress’ purpose. Ibid. An intent to pre-empt state regulation thus cannot be inferred from the mere fact that States were precluded from such regulation at the time of the NGA’s enactment.

Similarly, petitioners’ reliance on Congress’ subsequent failure to enact proposed legislation that would have given FERC explicit authority to regulate the issuance of securities of natural gas companies deserves only passing mention. This Court generally is reluctant to draw inferences from Congress’ failure to act. See, e. g., American Trucking Assns., Inc. v. Atchison, T. & S. F. R. Co., 387 U. S. 397, 416-418 (1967); Red Lion Broadcasting Co. v. FCC, 395 U. S. 367, 381, n. 11 (1969). Indeed, those Members of Congress who did not support these bills may have been as convinced by testimony that the NGA already provided “broad and complete . . . jurisdiction and control over the issuance of securities” as by arguments that the matter was best left to the States. See Hearings on H. R. 5306 before a Subcommittee of the House Committee on Interstate and Foreign Commerce, 81st Cong., 2d Sess., 53 (1950). Furthermore, even if, in enacting the NGA, Congress had decided to deny FERC access to a particular regulatory tool, it would not necessarily follow that Congress intended to allow the States the use of that tool. Congress may have determined that this particular form of regulation simply should not be employed. That authoritative federal determination would have full pre-emptive force. Transcontinental Gas Pipe Line Corp. v. State Oil and Gas Bd. of Mississippi, 474 U. S. 409, 422 (1986).

C

We turn then, to the crux of the issue: whether Act 144 is a regulation of the rates and facilities of natural gas companies used in transportation and sale for resale of natural gas in interstate commerce. Since we find that it is, we conclude that it is pre-empted.

As noted earlier, Act 144 allows the MPSC to examine a security issuance of a natural gas company to determine whether it is “to be applied to lawful purposes and ... is essential to the successful carrying out of the purposes, [or] represents accumulated and undistributed earnings invested in capital assets and not previously capitalized.” Mich. Comp. Laws Ann. § 460.301(3) (Supp. 1987). The Michigan Supreme Court has authoritatively construed Act 144 as designed to protect investors in the gas company’s securities and to protect ratepayers. Attorney General v. MPSC, 412 Mich. 385, 402, 316 N. W. 2d 187, 193 (1982). By guarding against the “evils and injurious effects on the public of over-capitalization,” Indiana & Michigan Power Co. v. Public Service Comm’n, 405 Mich. 400, 410, 275 N. W. 2d 450, 453 (1979), Act 144 both protects investors and ensures “efficient and uninterrupted service at reasonable rates.” Ibid. It is our view, however, that when applied to natural gas companies, Act 144 amounts to a regulation of rates and facilities, a field occupied by federal regulation. The objectives sought by Act 144 are the same as those sought by the NGA.

Petitioners argue that, without Act 144, a company could take on so much debt through securities issuances that it would lack the resources to maintain its Michigan facilities properly. This could threaten the supply of gas to Michigan consumers, petitioners argue, lead to a rate increase, or hurt investors in the company. In another scenario, a company might take on more equity than it needs, requiring it to charge higher rates (because equity usually requires a higher rate of return). Petitioners also explain that Act 144 protects against overcapitalization in the sense of a lack of correlation between a company’s capital stock and the value of its property. An imbalance in this respect, petitioners argue, could also threaten the supply of gas at reasonable rates.

Each of these uses of Act 144, however, is an attempt to regulate matters within FERC’s exclusive jurisdiction. By-keeping a natural gas company from raising its equity levels above a certain point, Michigan seeks to ensure that the company will charge only what Michigan considers to be a “reasonable rate.” This is regulation of rates. The other aim of Act 144, seeking to ensure that a company is financed in a way that will allow proper maintenance of its facilities and continuance of its services, for the benefit of both ratepayers and investors, also falls within FERC’s exclusive purview since those facilities are a critical part of the transportation of natural gas and sale for resale in interstate commerce. In short, the things Act 144 regulation is directed at, the control of rates and facilities of natural gas companies, are precisely the things over which FERC has comprehensive authority.

Of course, every state statute that has some indirect effect on rates and facilities of natural gas companies is not preempted. Cf. Metropolitan Life Ins. Co. v. Massachusetts, 471 U. S. 724, 753-756 (1985). Act 144’s effect, however, is not “indirect.” In this case we are presented with a state law whose central purpose is to regulate matters that Congress intended FERC to regulate. Not only is such regulation the function of the federal regulatory scheme, but the NGA has equipped FERC adequately to address the precise concerns Act 144 purports to manage. As reviewed above, FERC can control potential instances of overcapitalization, and its effects on both ratepayers and investors, by its regulation of rates. To the extent that Act 144 is directed at “overcapitalization” in the sense of a lack of correlation between a company’s capital stock and the value of its property, FERC directly monitors the same matter through its accounting requirements. As to natural gas companies that threaten the continued supply of gas by seeking to finance their operations through excessive debt, FERC may prevent such problems through its certification power. Indeed, as discussed above, FERC’s "detailed examination of a company’s finances includes review of security issuances involved in financing new facilities. In addition, FERC has its power to prevent abandonments. Finally, FERC’s authority to regulate and fix practices affecting rates allows the agency to address directly any unduly leveraged, unduly risky, or unduly capitalized investments.

Thus, while the NGA does not expressly grant FERC preissuance authority over the securities of natural gas companies, FERC achieves the regulatory ends of such review with regard to rates and facilities through the exercise of its express regulatory responsibilities.

D

Our conclusion that Act 144 seeks to regulate a field that the NGA has occupied also is supported by the imminent possibility of collision between Act 144 and the NGA. See Northern Natural Gas Co. v. State Corporation Comm’n of Kansas, 372 U. S., at 91-93; Maryland v. Louisiana, 451 U. S. 725, 751 (1981). If the MPSC ever denied a natural gas company authority to issue a security under Act 144 for a FERC-approved project, the disagreement between state and federal authorities over the wisdom of the project and its proposed financing would interfere with the federal regulatory scheme. Furthermore, any state-ordered alteration in a company’s capital structure would impinge on the federal ratemaking authority.

When a state regulation “affect[s] the ability of [FERC] to regulate comprehensively . . . the transportation and sale of natural gas, and to achieve the uniformity of regulation which was an objective of the Natural Gas Act” or presents the “prospect of interference with the federal regulatory power,” then the state law may be pre-empted even though “collision between the state and federal regulation may not be an inevitable consequence.” Northern Natural Gas Co., 372 U. S., at 91-92. Although hypothetical conflicts will not always show an intent to pre-empt state authority, see Rice v. Santa Fe Elevator Corp., 331 U. S. 218, 237 (1947), this “imminent possibility” further demonstrates the NGA’s complete occupation of the field that Act 144 seeks to regulate.

We therefore conclude that the MPSC regulation of respondents through Act 144 impinges on a field that the federal regulatory scheme has occupied and, consequently, that Act 144 is pre-empted.

IV

Because we have concluded that Act 144 is pre-empted by the NGA, we need not decide whether, absent federal occupation. of the field, Act 144 violates the Commerce Clause. See Transcontinental Gas Pipe Line Corp. v. State Oil and Gas Bd. of Mississippi, 474 U. S., at 425.

The judgment of the Court of Appeals is affirmed.

It is so ordered.

Justice Kennedy took no part in the consideration or decision of this case.

       “ ‘Natural-gas company’ means [an individual or a corporation] engaged in the transportation of natural gas in interstate commerce, or the sale in interstate commerce of such gas for resale.” §§ 2(6) and (1) of the NGA, 15 U. S. C. §§ 717a(6) and (1).
      Petitioners argued below that Storage was not a natural gas company within the meaning of the NGA, contending that the storage of gas constitutes neither the transportation nor the sale of gas in interstate commerce. Both courts below rejected this argument, see 627 F. Supp. 923, 925-926 (WD Mich. 1985), and 801 F. 2d 228, 230, n. 3 (CA6 1986), reasoning that “transportation” includes storage. “‘Underground gas storage facilities are a necessary and integral part of the operation of piping gas from the area of production to the area of consumption.’ ” Ibid., quoting Columbia Gas Transmission Corp. v. Exclusive Gas Storage Easement, 776 F. 2d 125, 129 (CA6 1985), and 578 F. Supp. 930, 933 (ND Ohio 1983). We agree. Petitioners, in any event, do not press the point here.

       By the NGA, “Congress undertook to establish federal regulation over most of the wholesale transactions of electric and gas utilities engaged in interstate commerce, and created the Federal Power Commission . . . (now the Federal Energy Regulatory Commission) ... to carry out that task.” Arkansas Elec. Coop. Corp. v. Arkansas Public Serv. Comm’n, 461 U. S. 375, 378 (1983).

       Act 144 provides in relevant part:
      “Sec. 1. (1) . . . [A] corporation, association, or individual exercising or claiming the right to carry or transport natural gas for public use, directly or indirectly, ... by or through a pipeline or engaged in the business of piping or transporting natural gas for public use, directly or indirectly, or engaged in the business of purchasing natural gas for distribution may issue stocks, bonds, notes, or other evidences of indebtedness payable at periods of more than 12 months after the date of issuance, if necessary for the acquisition of property, the construction, completion, extension, or improvement of facilities or for the improvement or maintenance of service or for the discharge or lawful refunding of obligations and may issue stock to represent accumulated earnings invested in capital assets and not previously capitalized, if the Michigan public service commission issues an order authorizing the issue and the amount of the issue, and states that in the opinion of the commission the use of the capital or property to be acquired to be secured by the issue of the stock, bonds, notes, or other evidences of indebtedness, is reasonably required for the purposes of the person, corporation, or association, or that the issue of the stock fairly represents accumulated and undistributed earnings invested in capital assets and not previously capitalized. Approval of securities does not presume that the projects to be constructed or property to be acquired will be included in the company’s rate base.
      “(2) A person, corporation, or association desiring authority to issue stocks, bonds, notes, or other evidences of indebtedness shall make written application to the commission in the form as the commission requires. After receiving the application, the commission, for the purpose of determining whether the commission should grant the authority, may make an inquiry or investigation, hold hearings, and examine witnesses^ books, papers, documents, or contracts the commission considers of importance in enabling it to reach a determination. An interested person, including municipalities and organizations whose membership consists of a substantial number of ratepayers within the service area of the utility, shall have the right to intervene as provided in the rules of the commission ....
      “(3) If from the application filed and other information obtained from the investigation authorized in this act the commission is satisfied that the funds derived from the issue of stocks, bonds, or notes are to be applied to lawful purposes and that the issue and amount is essential to the successful carrying out of the purposes, or that the issue of the stock fairly represents accumulated and undistributed earnings invested in capital assets and not previously capitalized, the commission shall grant authority to make the issue. In granting the authority, the commission may impose as a condition of the grant reasonable terms and conditions that the commission considers proper.
      “(4) A person, corporation, or association may issue notes for lawful purposes, payable at periods of not more than 24 months, without authority from the commission; but the notes shall not in whole or in part, be refunded by an issue of stock or bonds or by an evidence of indebtedness running for more than 12 months without the consent of the commission.
      “(5) This act shall apply to stock, shares, bonds, or notes issued to or taken by the incorporators or their agents, assigns, or trustees of a corporation or association in the first instance, and shall also apply to stock, bonds, or notes issued to or taken by the stockholders of the corporation or association, their agents, assigns, or trustees, after the first instance.
      “(8) This act shall not apply to a person, corporation, or association which is engaged in the business of carrying, transporting, piping, purchasing for distribution, or selling natural gas into this state, which derives less than 5% of its consolidated gross revenues from all of its operations from natural gas operations in this state, and which does not offer residential natural gas service to the general public under rules promulgated by the Michigan public service commission.” Mich. Comp. Laws Ann. §460.301 (Supp. 1987).

       Subsection (8) of Act 144 provides, however, see n. 3, supra, that the Michigan statute does not apply to a natural gas company that “derives less than 5% of its consolidated gross revenues from all of its operations from natural gas operations in [Michigan].”

       The parties agreed that the District Court should decide the case on the basis of a stipulation of facts, an appendix thereto, respondents’ answers to three sets of interrogatories, and respondents’ replies to two sets of requests for admissions. 627 F. Supp. 923 (WD Mich. 1985).

       The Natural Gas Policy Act of 1978 (NGPA), 92 Stat. 3351, 15 U. S. C. § 3301 et seq., did not compromise the comprehensive nature of federal regulatory authority over interstate gas transactions. Transcontinental Gas

        Pipe Line Corp. v. State Oil and Gas Bd. of Mississippi, 474 U. S. 409, 420-421 (1986). See Arkansas Louisiana Gas Co. v. Hall, 453 U. S. 571, 580 (1981). The enactment of the NGPA reflected a congressional belief that a different system of natural gas pricing was needed to balance supply and demand. Transcontinental Gas, 474 U. S., at 421. The changes the NGPA wrought in FERC’s authority have no bearing on the outcome of this case.

       This required disclosure includes:
      “(i) A detailed description of applicant’s outstanding and proposed securities and liabilities ....
      “(ii) The manner in which applicant proposes to dispose of securities . . . ; the persons, if known, to whom they will be sold . . . and if not known, the class or classes of such persons.
      “(iii) A statement showing for each proposed issue, by total amount and by unit, the estimated sale price and estimated net proceeds to the applicant.

        “(vi) Statement of anticipated cash flow, including provision during the period of construction and the first 3 full years of operation of proposed facilities for interest requirements, dividends, and capital retirements.
      “(vii) Statement showing, over the life of each issue, the annual amount of securities which applicant expects to retire through operation of a sinking fund or other extinguishment of the obligation.
      “(viii) A balance sheet and income statement (12 months) of most recent date available.
      “(ix) Comparative pro forma balance sheets and income statements for the period of construction and each of the first 3 full years of operation, giving effect to the proposed construction and proposed financing of the project.
      “(x) Conformed copies of all agreements, contracts, mortgages, deeds of trust, indentures, agreements to advance materials or supplies or render services in return for applicant’s securities, underwriting agreements, and any other agreements or documents of a similar nature.
      “(xi) Conformed copies of all reports, letters, or other documents, submitted by applicant to underwriters, insurance companies, or others regarding financing, including business studies, forecasts of earnings, and other similar financial or accounting reports, statements, or documents.
      “(xii) Conformed copies of all applications and supporting exhibits, registration statements, or other similar submittals, if any, to the Securities and Exchange Commission, including all supplements, changes or modifications of the above.
      “(xiii) Any additional data and information upon which applicant proposes to rely in showing the adequacy and availability to it of resources for financing its proposed project.” 18 CFR § 157.14(14) (1987).

       See Trailblazer Pipeline Co., 18 FERC ¶ 61,244, p. 61,503 (1982) (certificate “conditioned on applicants’ waiver of their right to apply for the recovery of their equity investment in this project should it fail”); Midwestern Gas Transmission Co., 21 F. P. C. 653, 656 (1959) (certificate issued on condition that company pay no dividends on common stock until interim notes were converted into preferred stock, or total long-term debt was reduced to 75% or less of total capitalization). Each of these opinions was amended on rehearing in ways not relevant here. See 23 FERC ¶ 62,355 (1983), 26 FERC ¶ 61,068 (1984), and 34 FERC ¶ 62,016 (1986) relating to Trailblazer, and 30 F. P. C. 759 (1963) and 30 F. P. C. 1313 (1963) relating to Midwestern.

       See, e. g., as introduced, H. R. 5306 and S. 2746, 81st Cong., 1st Sess. (1949); S. 1880, 84th Cong., 1st Sess., § 3 (1955).

       It is perhaps worthy of note that the purported purposes of Act 144, as applied to respondents, appear highly artificial at best. Storage does not serve any Michigan consumers. Thus, it is hard to see what effect regulation of Storage could have on the supply of gas at reasonable rates to Michigan consumers. As to investors, since respondents issue their securities on international and national financial markets, Michigan investors are involved with these issuances only to the extent they operate and invest through these markets. Thus, even petitioners must concede that Michigan investors probably will never own more than a small percentage of respondents’ outstanding securities.

       Of course, one area FERC does not exclusively control is “securities regulation” in the traditional sense of the term, i. e., protection of investors from fraudulent or deceptive issuances. Michigan has an interest in guarding against the sale of such securities in Michigan. To this end, Michigan, like many other States, has a “blue sky” law that governs the registration and sale of securities sold within the State. See Mich. Comp. Laws Ann. § 451.701 et seq. (1967 and Supp. 1987). While such traditional “securities regulation” is not FERC’s direct concern, Act 144 is not that kind of regulation. Act 144 applies only to utilities and is not limited to securities sold within Michigan.

       Normally, regulations do not pre-empt state authority unless they declare their intent to do so with “some specificity.” See California Coastal Comm’n v. Granite Rock Co., 480 U. S. 572, 583 (1987). These regulations are indicative, however, of the broad powers FERC has at its disposal in regulating natural gas companies, and thus the extent to which Act 144 intrudes on a field of regulation that federal legislation has occupied. See R. J. Reynolds Tobacco Co. v. Durham County, 479 U. S. 130, 148-149 (1986); but cf. Hillsborough County v. Automated Medical Laboratories, Inc., 471 U. S. 707, 717 (1985).

       Petitioners place much reliance on Rice v. Santa Fe Elevator Corp., 331 U. S. 218 (1947), where this Court rejected a facial challenge to a state statute that regulated the securities issuances of grain warehouses in a fashion similar to the operation of Act 144. The Court reached its conclusion even though the United States Warehouse Act, 39 Stat. 486, as amended, 7 U. S. C. § 241 et seq. (1946 ed.), through licensing provisions, regulated the facilities, rates, and services of grain warehouses. That case, however, involved a field of regulation that, unlike the regulation of natural gas company securities issuances, “the States ha[d] traditionally occupied.” 331 U. S., at 230. Indeed, petitioners and their amici point to no State other than Michigan that has applied a regulation similar to Act 144 to natural gas companies engaged solely in activities subject to FERC’s jurisdiction. Moreover, the United States Warehouse Act was not nearly so comprehensive as the NGA. Indeed, a warehouseman was not required to operate under the Act, id., at 233, and even as to warehousemen who were licensed under the Act, the Secretary of Agriculture had made no attempt to regulate these matters, id., at 237. In the words of the Rice Court: “The test... is whether the matter on which the State asserts the right to act is in any way regulated by the Federal Act.” Id., at 236. In the present case, Act 144 fails that test.