Grafton & Upton Railroad Company v. STB

── Grafton & Upton Railroad Company v. STB ── Court: Court of Appeals for the D.C. Circuit Date: June 05, 2026 Category: General United States Court of Appeals FOR THE DISTRICT OF COLUMBIA CIRCUIT Argued October 28, 2025 Decided June 5, 2026 No. 25-1058 GRAFTON & UPTON RAILROAD COMPANY, PETITIONER v. SURFACE TRANSPORTATION BOARD AND UNITED STATES OF AMERICA, RESPONDENTS TOWN OF HOPEDALE, MASSACHUSETTS, INTERVENOR On Petition for Review of an Order of the Surface Transportation Board David L. Meyer was on the brief for petitioner. With him on the briefs were John M. Scheib and Emily S. Mordecai. Sarah Yurasko was on the brief for amicus curiae for petitioner American Short Line and Regional Railroad Association Erik G. Light, Attorney, Surface Transportation Board, argued the cause for respondents. With him on the brief were  2 Robert B. Nicholson and Avi Grunfeld, Attorneys, U.S. Department of Justice, Anika S. Cooper, General Counsel, Surface Transportation Board, and Adam M. Kress, Acting Deputy General Counsel. Sean Grammel argued the cause for intervenor. With him on the brief were David S. Mackey, W. Eric Pilsk, and Charles A. Spitulnik. Before: PILLARD and WALKER, Circuit Judges, and GINSBURG, Senior Circuit Judge. Opinion for the Court filed PER CURIAM. PER CURIAM: Grafton & Upton Railroad thinks it purchased a parcel of land in Hopedale, Massachusetts. It wants to build a railroad on that land. Hopedale thinks Grafton does not own the land. It points to a state law giving the town a right of first refusal when certain land is sold. Hopedale sued Grafton in Massachusetts state court. But while that suit was pending, Grafton petitioned before the Surface Transportation Board. It asked the Board to declare that the Interstate Commerce Commission Termination Act preempts the state law. The Board denied Grafton’s petition — as do we. I A Grafton & Upton Railroad Company owns and operates a 16.5-mile rail line in Massachusetts. The line runs from  3 Milford through Hopedale to North Grafton, where it connects to the national freight network. To support recent growth by constructing a new transloading facility along that line, Grafton sought to acquire and develop a 155-acre parcel in Hopedale owned by the One Hundred Forty Realty Trust. Years earlier, the Trust had voluntarily applied for and obtained certification of roughly 130 acres of the land as forest land under Massachusetts General Law Chapter 61. That statute allows landowners to obtain a reduced tax rate on qualifying forest land. See Mass. Gen. Laws ch. 61, § 2. In exchange, the owner must notify the municipality before selling the land for, or converting it to, “residential, industrial or commercial use.” Id. § 8. In that scenario, the municipality holds a right of first refusal to match a bona fide offer, or — if the owner plans to convert the land without a sale — an option to purchase at fair market value. Id. No sale or conversion of the certified forest land is valid until the municipality’s option period has expired. Id. A landowner may elect to remove its parcel’s Chapter 61 designation by paying roll-back taxes, id. § 3, but Grafton does not contend that occurred. In June 2020, Grafton and the Trust agreed that Grafton would buy the parcel for $1.175 million. To comply with Chapter 61, the Trust sent Hopedale a notice of intent to sell after it reached the initial sale agreement with Grafton. But the notice didn’t distinguish the price of the contiguous non-forest portion of the parcel from the purchase price for the classified forest land (which price, if bona fide, Hopedale would have to match to exercise its Chapter 61 rights). So Hopedale responded that the Trust’s notice wa