Sun Oil Co. v. Wortman
Opinion of the Court
delivered the opinion of the Court.
Petitioner Sun Oil Company seeks reversal of a decision of the Supreme Court of Kansas that it is liable for interest on certain previously suspended gas royalties. Wortman v. Sun Oil Co., 241 Kan. 226, 755 P. 2d 488 (1987) (Wortman III). The Kansas Supreme Court rejected petitioner’s contentions that (1) the Full Faith and Credit Clause of the Constitution, Art. IV, § 1, and the Due Process Clause of the Fourteenth Amendment prohibited application of Kansas’ statute of limitations so as to allow to proceed in Kansas courts a suit barred by the statute of limitations of the State whose substantive law governs the claim, and (2) those same Clauses of the Constitution mandated interpretations of other States’ substantive laws concerning interest that were different from those arrived at by the Kansas courts. We granted certiorari. 484 U. S. 912 (1987).
HH
In the 1960’s and 1970’s, petitioner, a Delaware corporation with its principal place of business in Texas, extracted gas from properties that it leased from respondents. The leases provided that respondents would receive a royalty, usually one-eighth of the proceeds, from the sale of gas. Petitioner sold the gas in interstate commerce at prices that had to be approved by the Federal Power Commission (FPC). The FPC permitted petitioner on several occasions to collect proposed increased prices from customers pending final approval, but required petitioner to refund with interest any amount so collected that was not ultimately approved. Specifically, petitioner had on file with the FPC an under
In July 1976, petitioner paid respondents $1,167,000 in suspended royalty payments after the FPC approved increases that had been collected from July 1974 through April 1976. These payments covered 670 properties, 43.7% of which were located in Texas, 24% in Oklahoma, and 22.8% in Louisiana. In April 1978, petitioner paid respondents $2,676,000 in suspended royalty payments after the FPC approved increases that had been collected from December 1976 through April 1978. These payments covered 690 properties, 40.3% located in Texas, 31.6% in Oklahoma, and 23.6% in Louisiana.
In August 1979, respondents Richard Wortman and Hazel Moore filed a class action in a Kansas trial court on behalf of all landowners to whom petitioner had made or should have made suspended royalty payments, seeking interest on those payments for the period that the payments were held and used by petitioner. The trial court ruled that Kansas law governed all claims for interest, even claims relating to leases in another State and brought by residents of that State. The court further ruled that under Kansas law petitioner was liable for prejudgment interest at the rates petitioner had agreed to pay with respect to customer refunds under the FPC regulations. These rates were 7% per annum prior to October 10, 1974; 9% from then until September 30, 1979; and thereafter the average prime rate compounded quarterly. The trial court relied on Shutts v. Phillips Petroleum Co., 222 Kan. 527, 567 P. 2d 1292 (1977) (Shutts I), cert. denied, 434 U. S. 1068 (1978). That case, which also involved suspended royalty payments, had held that Kansas law gov-
The principles of Shutts I were reaffirmed in Shutts v. Phillips Petroleum Co., 235 Kan. 195, 679 P. 2d 1159 (1984) (Shutts II), a factually similar case involving suspended royalty payments different from those in Shutts I. The original decision of the trial court in this case was then affirmed on the strength of Shutts II in Wortman v. Sun Oil Co., 236 Kan. 266, 690 P. 2d 385 (1984) (Wortman I). The losing gas companies in both cases petitioned this Court for certiorari.
We reversed that part of Shutts II which held that Kansas could apply its substantive law to claims by residents of other States concerning properties located in those States, and remanded that case to the Kansas Supreme Court for application.of the governing law of the other States to those claims. Phillips Petroleum Co. v. Shutts, 472 U. S. 797, 816-823 (1985) (Shutts III). We also vacated the decision in Wort-man I and remanded it for reconsideration in light of our decision in Shutts III. Sun Oil Co. v. Wortman, 474 U. S. 806 (1985) (Wortman II).
On the remand in this case, the trial court held that under the law of the other States that had been held by Shutts III to govern the vast majority of claims, petitioner was liable for interest at the rate specified in the FPC regulations. The trial court further held that nothing in Shutts III precluded the application of Kansas’ 5-year statute of limitations to these claims, and that therefore claims for interest on the suspended royalty payments made in July 1976 were timely.
HH HH
This Court has long and repeatedly held that the Constitution does not bar application of the forum State’s statute of limitations to claims that in their substance are and must be governed by the law of a different State. See, e. g., Wells v. Simonds Abrasive Co., 345 U. S. 514, 516-518 (1953); Townsend v. Jemison, 9 How. 407, 413-420 (1850); McElmoyle v. Cohen, 13 Pet. 312, 327-328 (1839). We granted certiorari to reexamine this issue. We conclude that our prior holdings are sound.
A
The Full Faith and Credit Clause provides:
"Full Faith and Credit shall be given in each State to the public Acts, Records, and judicial Proceedings of every other State. And the Congress may by general Laws prescribe the Manner in which such Acts, Records and Proceedings shall be proved, and the Effect thereof.”
The Full Faith and Credit Clause does not compel “a state to substitute the statutes of other states for its own statutes dealing with a subject matter concerning which it is competent to legislate.” Pacific Employers Ins. Co. v. Industrial Accident Comm’n, 306 U. S. 493, 501 (1939). Since the procedural rules of its courts are surely matters on which a State is competent to legislate, it follows that a State may apply its own procedural rules to actions litigated in its courts. The issue here, then, can be characterized as whether a statute of
Petitioner initially argues that McElmoyle v. Cohen, supra, was wrongly decided when handed down. The holding of McElmoyle, that a statute of limitations may be treated as procedural and thus may be governed by forum law even when the substance of the claim must be governed by another State’s law, rested on two premises, one express and one implicit. The express premise was that this reflected the rule in international law at the time the Constitution was adopted. This is indisputably correct, see Le Roy v. Crowninshield, 15 F. Cas. 362, 365, 371 (No. 8,269) (Mass. 1820) (Story, J.) (collecting authorities), and is not challenged by petitioner. The implicit premise, which petitioner does challenge, was that this rule from international law could properly have been applied in the interstate context consistently with the Full Faith and Credit Clause.
The first sentence of the Full Faith and Credit Clause was not much discussed at either the Constitutional Convention or the state ratifying conventions. . However, the most pertinent comment at the Constitutional Convention, made by James Wilson of Pennsylvania, displays an expectation that would be interpreted against the background of principles developed in international conflicts law. See 2 M. Farrand, The Records of the Federal Convention of 1787, p. 488 (rev. ed. 1966). Moreover, this expectation was practically inevitable, since there was no other developed body of conflicts law to which courts in our new Union could turn for guidance.
Moreover, this view of statutes of limitations as procedural for purposes of choice of law followed quite logically from the manner in which they were treated for domestic-law purposes. At the time the Constitution was adopted the rule was already well established that suit would lie upon a promise to repay a debt barred by the statute of limitations — on the theory, as expressed by many courts, that the debt constitutes consideration for the promise, since the bar of the statute does not extinguish the underlying right but merely causes the remedy to be withheld. See Little v. Blunt, 26 Mass. 488, 492 (1830) (“[T]he debt remained, the remedy was gone”); see also Wetzell v. Bussard, 11 Wheat. 309, 311 (1826). This is the same theory, of course, underlying the conflicts rule: the right subsists, and the forum may choose to allow its courts to provide a remedy, even though the jurisdiction where the right arose would not. See Graves v. Graves’s Executor, supra, at 208-209 (“The statute of limitations . . . does not destroy the right but withholds the remedy. It would seem to follow, therefore, that the lex fori,
The historical record shows conclusively, we think, that the society which adopted the Constitution did not regard statutes of limitations as substantive provisions, akin to the rules governing the validity and effect of contracts, but rather as procedural restrictions fashioned by each jurisdiction for its own courts. As Chancellor Kent explained in his landmark work, 2 J. Kent, Commentaries on American Law 462-463 (2d ed. 1832): “The period sufficient to constitute a bar to the litigation of sta[l]e demands, is a question of municipal policy and regulation, and one which belongs to the discretion of every government, consulting its own interest and convenience.”
Unable to sustain the contention that under the original understanding of the Full Faith and Credit Clause statutes of limitations would have been considered substantive, petitioner argues that we should apply the modern understanding that they are so. It is now agreed, petitioner argues, that the primary function of a statute of limitations is to balance the competing substantive values of repose and vindication of the underlying right; and we should apply that understanding here, as we have applied it in the area of choice of law for purposes of federal diversity jurisdiction, where we have held that statutes of limitations are substantive, see Guaranty Trust Co. v. York, 326 U. S. 99 (1945).
To address the last point first: Guaranty Trust itself rejects the notion that there is an equivalence between what is substantive under the Erie doctrine and what is substantive for purposes of conflict of laws. 326 U. S., at 108. Except at the extremes, the terms “substance” and “procedure” precisely describe very little except a dichotomy, and what they mean in a particular context is largely determined by the purposes for which the dichotomy is drawn. In the context of our Erie jurisprudence, see Erie R. Co. v. Tompkins, 304 U. S. 64 (1938), that purpose is to establish (within the limits
But to address petitioner’s broader point of which the Erie argument is only a part — that we should update our notion of what is sufficiently “substantive” to require full faith and credit: We cannot imagine what would be the basis for such an updating. As we have just observed, the words “substantive” and “procedural” themselves (besides not appearing in the Full Faith and Credit Clause) do not have a precise content, even (indeed especially) as their usage has evolved. And if one consults the purpose of their usage in the full-faith-and-credit context, that purpose is quite simply to give both the forum State and other interested States the legislative jurisdiction to which they are entitled. If we abandon the currently applied, traditional notions of such entitlement we would embark upon the enterprise of constitutionalizing
In sum, long established and still subsisting choice-of-law practices that come to be thought, by modem scholars, un
B
Petitioner also makes a due process attack upon the Kansas court’s application of its own statute of limitations.
A State’s interest in regulating the workload of its courts and determining when a claim is too stale to be adjudicated certainly suffices to give it legislative jurisdiction to control the remedies available in its courts by imposing statutes of limitations. Moreover, petitioner could in no way have been unfairly surprised by the application to it of a rule that is as old as the Republic. There is, in short, nothing in Kansas’ action here that is “arbitrary or unfair,” Shutts III, 472 U. S., at 821-822, and the due process challenge is entirely without substance.
Ill
In Shutts III, we held that Kansas could not apply its own law to claims for interest by nonresidents concerning royalties from property located in other States. The Kansas Supreme Court has complied with that ruling, but petitioner claims that it has unconstitutionally distorted Texas, Oklahoma, and Louisiana law in its determination of that law made in Shutts IV and applied to this case in Wortman III.
To constitute a violation of the Full Faith and Credit Clause or the Due Process Clause, it is not enough that a
1. Texas: Petitioner contests the Kansas Supreme Court’s interpretation of Texas law on the interest rate. Texas’ statutory rate of 6% does not apply when a “specified rate of interest is agreed upon by the parties.” Tex. Rev. Civ. Stat. Ann., Art. 5069-1.03 (Vernon 1987). Such an agreement need not be express, but can be inferred from conduct. See Preston Farm & Ranch Supply, Inc. v. Bio-Zyme Enterprises, 625 S. W. 2d 295, 298, 300 (Tex. 1981). The Kansas court held an agreement to pay interest at a higher rate was implied by petitioner’s undertaking with the FPC to comply with federal regulations setting forth the applicable rates of interest for refundable moneys held in suspense. See Shutts IV, 240 Kan., at 777, 783-784, 790-791, 732 P. 2d, at 1298, 1302, 1306; see also Shutts I, 222 Kan., at 562-565, 567 P. 2d, at 1317-1319.
Petitioner brought to the Kansas court’s attention no Texas decision clearly indicating that an agreement to pay interest at a specified rate would not be implied in these circumstances.
2. Oklahoma: Petitioner contests the Kansas Supreme Court’s interpretations of Oklahoma law as to both liability for interest and the rate to be paid. Concerning liability, petitioner relies on a statute providing that “[accepting payment of the whole principal, as such, waives all claim to interest.” Okla. Stat., Tit. 23, §8 (1981). But the Oklahoma Supreme Court has held that this statute does not bar a claim for interest based on an implied agreement to pay interest, since in that event the interest becomes, for purposes of the statute, part of the “principal” owed. See Webster Drilling Co. v. Sterling Oil of Oklahoma, Inc., 376 P. 2d 236, 238 (1962). Regarding the rate of interest, Oklahoma law provides for 6% only “in the absence of any contract as to the rate of interest, and by contract the parties may agree to any rate as may be authorized by law.” Okla. Stat., Tit. 15, § 266 (1981). Thus, for Oklahoma as for Texas, petitioner’s contention founders on the fact that it pointed to no decision indicating that an agreement to pay more than 6% interest would not be implied in circumstances such as those of the present case.
3. Louisiana: Finally, petitioner contests the Kansas Supreme Court’s interpretation of Louisiana law both as to liability for interest and the rate to be paid. Concerning liability, petitioner relies on Whitehall Oil Co. v. Boagni, 217 So. 2d 707 (La. App. 1968), aff’d on other issues, 255 La. 67, 229 So. 2d 702 (1969). That case involved a situation opposite from that involved here: the gas companies had paid the
As to petitioner’s claim that if interest was payable Louisiana’s 7% rate clearly applied: The 7% rate specified in the above-quoted statute applied “unless otherwise stipulated.” Art. 1938. Petitioner brought to the Kansas court’s attention no Louisiana decision indicating that an implied agreement could not constitute such a stipulation, or that an implied agreement would not be found in the circumstances of this case. Cf. Boutte v. Chevron Oil Co., 316 F. Supp. 524, 531 (ED La. 1970) (dictum) (gas company will owe royalty owner interest at FPC rates on suspended royalty payments once FPC approves increases), aff’d, 442 F. 2d 1337 (CA5 1971).
* * *
For the reasons stated, the judgment of the Kansas Supreme Court is
Affirmed.
Justice Kennedy took no part in the consideration or decision of this case. .
Justice Brennan’s concurrence, post, at 740, misunderstands the famous statement from Milwaukee County v. M. E. White Co., 296 U. S. 268, 276-277 (1935), that “[t]he very purpose of the full faith and credit clause was to alter the status of the several states as independent foreign sovereignties.” This statement is true, as the context of the statement in Milwaukee County makes clear, not because the Clause itself radically changed the principles of conflicts law but because it made conflicts principles enforceable as a matter of constitutional command rather than leaving enforcement to the vagaries of the forum’s view of comity. See Estin v.
The concurrence’s assertion, post, at 740-741, n. 3, that Milwaukee County did not rely upon international conflicts law is entirely beside the point. It is not our point that the content of the Full Faith and Credit Clause is governed by international conflicts law, but only (in order to meet petitioner’s contention that McElmoyle was wrong when decided) that its original content was properly derived from that source. The conflicts law embodied in the Full Faith and Credit Clause allows room for common-law development, just as did the international conflicts law that it originally embodied. But the concurrence points to no such common-law development. The rule applied in McElmoyle continues to be the rule applied by most of the States. Nor, contrary to what the concurrence says, post, at 740-741, n. 3, did Milwaukee County strike down a practice that was in accord with then-accepted conflicts principles. Although the Restatement of Conflicts of Laws § 443 (1934) had taken the position that a judgment for taxes was not enforceable in another State, our opinion noted that “[t]he precise question now presented appears to have been decided in only a single case, New York v. Coe Manufacturing Co., 112 N. J. L. 536, 172 Atl. 198 [(1934)],” which held, as did this Court, that such a judgment was enforceable. 296 U. S., at 278-279. The opinion took some pains, moreover, to distinguish the traditional conflicts rules that one State need not entertain an action for taxes based on another State’s statute, id., at 274-277; see also id., at 279, and that generally one State need not enforce a judgment from another State for a penalty, see id., at 279-280. Cf. Restatement of Conflicts of Laws § 443, Comment d (1948 Supp.) (money judgments based on tax claims are enforceable “since such claims are not deemed penalties”).
Contrary to Justice Brennan’s concurrence, post, at 739-742, there is nothing unusual about our approach. This Court has regularly relied on traditional and subsisting practice in determining the constitutionally permissible authority of courts. See, e. g., Young v. United States ex rel. Vuitton et Fils, S. A., 481 U. S. 787, 795, and n. 7 (1987) (Article III); Tull v. United States, 481 U. S. 412, 417-421 (1987) (Seventh Amendment); Aetna Life Ins. Co. v. Lavoie, 475 U. S. 813, 820-821 (1986) (disqualification of judges); Press-Enterprise Co. v. Superior Court of California, Riverside County, 464 U. S. 501, 505-508 (1984) (openness of jury selection process); Northern Pipeline Construction Co. v. Marathon Pipe Line Co., 458 U. S. 50, 57-60, and nn. 10-11, 64-76, and nn. 15, 25, 86-87, n. 39 (1982) (plurality opinion of Brennan, J., joined by Marshall, Blackmun, and Stevens, JJ.) (Article III); id., at 90-91 (Rehnquist, J., joined by O’Connor, J., concurring in judgment); United States v. Nixon, 418 U. S. 683, 696 (1974) (“In the constitutional sense, controversy . . . means the kind of controversy courts traditionally resolve”). The concurrence’s citation, post, at 740, of the criticism by the plurality opinion in Allstate Ins. Co. v. Hague, 449 U. S. 302 (1981), of Hartford Accident & Indemnity Co. v. Delta & Pine Land Co., 292 U. S. 143 (1934), is not to the contrary. That criticism merely rejected the view that the Constitution enshrines the rule that the law of the place of contracting governs validity of all provisions of the contract. By the time of Allstate, of course., such a rule could not have been characterized as a subsisting tradition, if it ever could have been, in light of escape devices such as the doctrine of public policy, characterization of an issue as procedural, and the rule that the law of the place of performance governs matters of performance.
Although petitioner takes up this issue after discussion of the full-faith- and-credit claim, and devotes much less argument to it, we may note that, logically, the full-faith-and-eredit claim is entirely dependent upon it. It cannot possibly be a violation of the Full Faith and Credit Clause for a State to decline to apply another State’s law in a case where that other State itself does not consider it applicable. Although in certain circumstances standard conflicts law considers a statute of limitations to bar the right and not just the remedy, see Restatement (Second) of Conflict of Laws § 143 (1971), petitioner concedes, see Tr. of Oral Arg. 4-5, that (apart from the fact that Kansas does not so regard the out-of-state statutes of limitations at issue here) Texas, Oklahoma, and Louisiana view their own statutes as procedural for choice-of-law purposes, see, e. g., Los Angeles Airways, Inc. v. Lummis, 603 S. W. 2d 246, 248 (Tex. Civ. App. 1980), cert. denied, 455 U. S. 988 (1982); Western Natural Gas Co. v. Cities Service Gas Co., 507 P. 2d 1236, 1242 (Okla.), cert. denied, 409 U. S. 1052 (1972); Kirby Lumber Co. v. Hicks Co., 144 La. 473, 475, 80 So. 663 (1919). A full-faith-and-credit problem can therefore arise only if that disposition by those other States is invalid — that is, if they, as well as Kansas, are compelled to consider their statutes of limitations substantive. The nub of the present controversy, in other words, is the scope of constitution
The partial dissent’s dissatisfaction with our decision to let stand Kansas’ interpretation of Texas law, as well as Oklahoma and Louisiana law, see infra, at 733-734, appears to rest on two premises: (1) That respondents have some threshold burden of supporting Kansas’ interpretation of what the other States’ laws would likely be, post, at 743-744, 745-746, 746-747, 748,
First, placing the initial burden on respondents to support the Kansas court’s interpretations is flatly inconsistent with the precedent of this Court. Relief cannot be granted in this Court unless decisions plainly contradicting the Kansas court’s interpretations were brought to the Kansas court’s attention. See, e. g., Western Life Indemnity Co. v. Rupp, 235 U. S. 261, 275 (1914) (“If such decision existed, it was incumbent upon defendant to prove it as matter of fact”); Texas & N. O. R. Co. v. Miller, 221 U. S. 408, 416 (1911) (“There was neither allegation nor proof that the court of last resort in Louisiana had considered the question or made any ruling upon it, and so it became the duty of the Texas courts ... to decide the question according to their independent judgment”); Louisville & Nashville R. Co. v. Melton, 218 U. S. 36, 52 (1910) (“[S]uch settled construction must be pleaded and proved”).
Second, the partial dissent appears to assume that contract law requires a promisor to make a conscious assumption of an obligation in order to be bound. It is standard contract law, however, that a party may be bound by a custom or usage even though he is unaware of it, and indeed even if he positively intended the contrary. See U. C. C. §§ 1-201(3), 1-205(3), and Comment 4, 1 U. L. A. 44, 84, 85 (1976); Restatement (Second) of Contracts § 221, and Comment a (1981). The Kansas Supreme Court considered petitioner’s undertaking with the FPC (as well as the reference to a similar undertaking in an indemnity agreement proposed by another oil company to its lessors) to be evidence of an industry usage (or “common understanding,” U. C. C. § 1-205, Comment 4, 1 U. L. A. 86) that in a case such as the present one interest would be paid at the FPC-prescribed rates. See Shutts IV, 240 Kan., at 784, 732 P. 2d, at 1302 (describing undertaking with FPC as showing “industry practice”). Especially since the existence and scope of a particular usage is usually a question of fact, see U. C. C. § 1-205(2), 1 U. L. A. 84; Restatement (Second) of Contracts § 219, Comment a; § 222(2), it seems particularly inappropriate to suggest that the Kansas court, without having been referred to any decisions on the subject from the other States, should have known that its decision was contrary to the law of those other States.
Concurring Opinion
with whom Justice Marshall and Justice Blackmun join, concurring in part and concurring in the judgment.
I join Parts I and III of the Court’s opinion. Although I also agree with the result the Court reaches in Part II, I
For 150 years, this Court has consistently held that a forum State may apply its own statute of limitations period to out-of-state claims even though it is longer or shorter than the limitations period that would be applied by the State out of which the claim arose. See Wells v. Simonds Abrasive Co., 345 U. S. 514 (1953) (shorter); Townsend v. Jemison, 9 How. 407 (1850) (longer); McElmoyle v. Cohen, 13 Pet. 312 (1839) (shorter). The main question presented in this case is whether this line of authority has been undermined by more recent case law concerning the constitutionality of state choice-of-law rules.
I start, as did the Court ,in Wells, by emphasizing that “[t]he Full Faith and Credit Clause does not compel a state to adopt any particular set of rules of conflict of laws; it merely sets certain minimum requirements which each state must observe when asked to apply the law of a sister state.” 345 U. S., at 516. The minimum requirements imposed by the Full Faith and Credit Clause
Were statutes of limitations purely substantive, the issue would be an easy one, for where, as here, a forum State has no contacts with the underlying dispute, it has no substantive interests and cannot apply its own law on a purely substantive matter. Nor would the issue be difficult if statutes of limitations were purely procedural, for the contacts a State has with a dispute by virtue of being the forum always create state procedural interests that make application of the forum’s law on purely procedural questions “neither arbitrary nor fundamentally unfair.” Phillips Petroleum, supra, at 818. Statutes of limitations, however, defy characterization as either purely procedural or purely substantive. The statute of limitations a State enacts represents a balance between, on the one hand, its substantive interest in vindicating substantive claims and, on the other hand, a combination of its procedural interest in freeing its courts from adjudicating stale claims and its substantive interest in giving individuals repose from ancient breaches of law. A State that has enacted a particular limitations period has simply determined that after that period the interest in vindicating claims becomes outweighed by the combination of the.interests in repose and avoiding stale claims. One cannot neatly categorize this complicated temporal balance as either procedural or substantive.
The constitutional question is somewhat less clear where, as here, the forum State’s limitations period is longer than that of the claim State. In this situation, the claim State’s statute of limitations reflects its policy judgment that at the time the suit was filed the combination of the claim State’s procedural interest in avoiding stale claims and its substantive interest in repose outweighs its substantive interest in vindicating the plaintiff’s substantive rights. Assuming, for the moment, that each State has an equal substantive interest in the repose of defendants, then a forum State that has concluded that its procedural interest is less weighty than that of the claim State does not act unfairly or arbitrarily in applying its longer limitations period. The claim State does not, after all, have any substantive interest in not vindicating rights it has created. Nor will it do to argue that the forum State has no interest in vindicating the substantive rights of nonresidents: the forum State cannot discriminate against
If the different limitations periods also reflect differing assessments of the substantive interests in the repose of defendants, however, the issue is more complicated. It is, to begin with, not entirely clear whether the interest in the repose of defendants is an interest the State has as a forum or wholly as the creator of the claim at issue. Even if one assumes the latter, determining whether application of the forum State’s longer limitations period would thwart the claim State’s substantive interest in repose requires a complex assessment of the relative weights of both States’ procedural and substantive interests. For example, a claim State may have a substantive interest in vindicating claims that, at a particular period, outweighs its substantive interest in repose standing alone but not the combination of its interests in repose and avoiding the adjudication of stale claims. Such a State would not have its substantive interest in repose thwarted by the claim’s adjudication in a State that professed no procedural interest in avoiding stale claims, even if the forum State had less substantive interest in repose than the claim State, because the forum State would be according the claim State’s substantive interests all the weight the claim State gives them. Such efforts to break down and weigh the procedural and substantive components and interests served by the various States’ limitations periods would, however, involve a difficult, unwieldy and somewhat artificial inquiry that itself implicates the strong procedural interest any forum State has in having administrable choice-of-law rules.
In light of the forum State’s procedural interests and the inherent ambiguity of any more refined inquiry in this context, there is some force to the conclusion that the forum State’s contacts give it sufficient procedural interests to make it “ ‘neither arbitrary nor fundamentally unfair,’ ” Phillips Pe
The Court’s technique of avoiding close examination of the relevant interests by wrapping itself in the mantle of tradition is as troublesome as it is conclusory. It leads the Court to assert broadly (albeit in dicta) that States do not violate the Full Faith and Credit Clause by adjudicating out-of-state claims under the forum’s own law on, inter alia, remedies, burdens of proof, and burdens of production. Ante, at 728. The constitutionality of refusing to apply the law of the claim State on such issues was not briefed or argued before this Court, and whether, as the Court asserts without support, there are insufficient reasons for “recharacterizing” these issues (at least in part) as substantive is a question that itself presents multiple issues of enormous difficulty and importance which deserve more than the offhand treatment the Court gives them.
I agree with the Court’s rejection of petitioner’s additional argument that the constitutionality of applying the forum State’s limitations period should be judged under the “outcome-determinative” test of Guaranty Trust Co. v. York, 326 U. S. 99 (1945). See ante, at 726-727.
The minimum requirements imposed by the Due Process Clause are, in this context, the same as those imposed by the Full Faith and Credit Clause. See Phillips Petroleum Co. v. Shutts, 472 U. S. 797, 818-819 (1985); Allstate Ins. Co. v. Hague, 449 U. S. 302, 308, and n. 10 (1981) (plurality opinion of BRennan, J., joined by White, Marshall, and Blackmun, JJ.); id., at 332 (Powell, J., joined by Burger, C. J., and Rehnquist, J., dissenting).
The Court miscites Milwaukee County and Estin v. Estin, 334 U. S. 541 (1948), for the proposition that the Full Faith and Credit Clause merely made traditional principles of conflicts law enforceable as a matter of constitutional command. See ante, at 723-724, n. 1. Although the Court correctly notes that Estin states that the Full Faith and Credit Clause “substituted a command for the earlier principles of comity,” Estin, supra, at 546, nowhere does Estin state that the content of that substituted command is determined by reference to principles of traditiohal conflicts law. To the contrary, Estin never refers to traditional conflicts law but rather decides the full-faith-and-credit issue by carefully examining the interests of the various States in having their law applied. 334 U. S., at 546-549. Similarly, Milwaukee County does not rely on traditional conflicts law but on the conclusion that the interests behind the local policy were “too trivial to merit serious consideration when weighed against the policy of the constitutional provision and the interest of the [foreign] state whose judgment is challenged.” Milwaukee County v. M. E. White Co., 296
The Court misses the point by stating that relying on tradition is not “unusual.” Ante, at 728, n. 2. That we have in other contexts examined tradition to determine the constitutionally permissible' authority of courts is no explanation for abandoning the “interest-contacts” test we have long applied to determine the constitutionally permissible authority of States under the Full Faith and Credit Clause. Nor does it explain why we should adopt a constitutional test that, in the context of conflicts of laws, is confused and purposeless. The Court only heaps more confusion on its “traditional and subsisting practice” test by asserting that by the time of Allstate Ins. Co. v. Hague, 449 U. S. 302 (1981), the rule that the law of the place of contracting applies “could not have been characterized as a subsisting tradition, if it ever could have been.” Ante, at 728, n. 2. The doubt expressed about whether this rule was ever a subsisting tradition is remarkable given that it was once the dominant rule for determining what law applied in contract cases. See, e. g., Restatement of Conflict of Laws § 332 (1934). True, by the time of Allstate the rule no longer commanded a consensus, but the rule still “subsisted” in a majority of States. Scoles &
Concurring in Part
with whom The Chief Justice joins, concurring in part and dissenting in part.
The Court properly concludes that Kansas did not violate the Full Faith and Credit Clause or the Due Process Clause when it chose to apply its own statute of limitations in this case. Different issues might have arisen if Texas, Oklahoma, or Louisiana regarded its own shorter statute of limitations as substantive. Such issues, however, are not presented in this case, and they are appropriately left unresolved. Accordingly, I join Parts I and II of the Court’s opinion.
In my view, however, the Supreme Court of Kansas violated the Full Faith and Credit Clause when it concluded that the three States in question would apply the interest rates
The Kansas courts have applied equitable principles to justify their choice of the FPC interest rate in this and analogous cases. See ante, at 720-722; Phillips Petroleum, Co. v. Shutts, 472 U. S. 797, 816 (1985) (Shutts III). In Shutts III, we noted that “Oklahoma would most likely apply its constitutional and statutory 6% interest rate rather than the much higher Kansas rates applied in this litigation”; that “Texas has never awarded any such interest at a rate greater than 6%, which corresponds with the Texas constitutional and statutory rate”; and that “[t]he Kansas interest rate also conflicts with the rate which is applicable in Louisiana.” Id., at 817, and n. 7. We supported each of these propositions with appropriate citations to state law, but remanded the case so that the Supreme Court of Kansas could provide “a more thoroughgoing treatment” of the apparent conflicts between its law and the law of the other three States. Id., at 818. We then vacated the judgment in the present case and remanded for reconsideration in light of Shutts III. See Sun Oil Co. v. Workman, 474 U. S. 806 (1985) (Workman II).
On remand, the Supreme Court of Kansas considered the Shutts case first, and then applied the conclusions reached
Adhering to its equitable theory of unjust enrichment, which it now claimed would be adopted by each of the States whose laws it purported to apply, the Kansas court concluded:
“Under equitable principles, the states would imply an agreement binding [the oil and gas company] to pay the funds held in suspense to the royalty owners when the FPC approved the respective rate increases sought by [the company], together with interest at the rates and in accordance with the FPC regulations found in 18 CFR § 154.102 (1986) to the time of judgment herein. These funds held by [the company] as stakeholder originated in federal law and are thoroughly permeated with interest fixed by federal law in the FPC regulations . . . .” Shutts IV, supra, at 800, 732 P. 2d, at 1313.
This conclusion was not supported with so much as a single colorable argument. The Kansas court, for example, took note of the following Texas statute:
“ ‘When no specified rate of interest is agreed upon by the parties, interest at the rate of six percent per annum shall be allowed on all accounts and contracts ascertaining the sum payable, commencing on the thirtieth (30th) day from and after the time when the sum is due and payable.’” 240 Kan., at 777, 732 P. 2d, at 1298 (quoting Tex. Rev. Civ. Stat. Ann., Art. 5069-1.03 (Vernon 1987)) (emphasis added).
This statute was held inapplicable for the following reason. “No Texas court ever mentioned the higher rates set by federal regulations to which [the oil and gas company] had
The Supreme Court of Kansas dealt with the following Oklahoma statute in an equally unsatisfactory manner.
“ ‘The legal rate of interest shall be six percent (6%) in the absence of any contract as to the rate of interest, and by contract the parties may agree to any rate as may be authorized by law, now in effect or hereinafter enacted.’” Id., at 784, 732 P. 2d, at 1302 (quoting Okla. Stat., Tit. 15, § 266 (1981)) (emphasis added).
The Kansas court’s entire discussion of this statute was as follows:
“In the above cases where interest was awarded, the applicable rate was six percent. However, in First Nat. Bank v. Cit. & So. Bank, 651 F. 2d 696 (10th Cir. 1981), applying Oklahoma law, a federal circuit court awarded interest at the rate of ten percent as provided in the promissory note and rejected the argument that interest must be limited to Oklahoma’s legal rate of six percent. Therefore, in equity, the corporate undertaking entered*747 into by [the oil and gas company] and the FPC would probably be viewed by implication as contractual by the Oklahoma courts and the rates required in 18 CFR § 154.102 (1986) would be imposed, rather than the statutory six percent.” 240 Kan., at 784, 732 P. 2d, at 1302.
The court did not explain why it thought that Oklahoma law could properly be inferred from a decision by a federal court. Nor did the court explain why an express agreement in a promissory note should be considered equivalent to the fictional or “implied” agreement that the court chose to find in the case before it. (In First Nat. Bank of Hominy, Okla. v. Citizens and Southern Bank of Cobb Cty., Marietta, Ga., 651 F. 2d 696 (CA10 1981), the defendant was the guarantor of the obligation evidenced by the promissory note.) Once again, the Kansas court read its theory of unjust enrichment into another State’s law without a shred of affirmative support for doing so.
The applicable Louisiana statute provided that “ £[a]ll debts shall bear interest at the rate of seven percent per annum from the time they become due, unless otherwise stipulated. 240 Kan., at 791, 732 P. 2d, at 1307 (quoting La. Civ. Code Ann., Art. 1938 (West 1977)) (emphasis added). After discussing three irrelevant federal decisions, the Kansas court concluded: “We find Louisiana would apply the FPC rates of interest under equitable principles. Whitehall Oil Co. v. Boagni, [255] La. 67.” 240 Kan., at 793, 732 P. 2d, at 1308. Boagni, a 1969 decision of the Supreme Court of Louisiana, does not support the proposition for which it was cited. In that case, an oil and gas company was permitted to recover royalties from its lessors after the FPC revised downwards the gas prices to which the royalties were tied. The Louisiana court reached this conclusion by applying equitable principles “to determine conflicting claims under a contract where there is neither express law nor contractual provisions governing a determination of them.” 255 La. 67, 74, 229 So. 2d 702, 704 (1969) (emphasis added). This holding does not
At bottom, the Kansas court’s insistence on its equitable theory seems based on nothing more than its conviction that it would have been “fair” for the parties to agree that the oil and gas company should pay the same interest rates for suspended royalty payments arising from approved price increases that the company would have had to pay its customers for refunds arising from disapproved price increases. That is a wholly inadequate basis for concluding that three other States would conclude that the parties did make such an agreement. Even assuming that the result imposed on the parties by the Kansas court was “fair,” which is not at all obvious, neither that court nor this Court has given any reason for concluding that the parties to the case before us agreed either to adopt the FPC interest rates or to be bound by the Kansas judiciary’s notions of equity.
The majority does not discuss the Kansas court’s analysis of its sister States’ statutes, which clearly indicate that rates of 6% or 7% were applicable. Indeed, the Court appears to think that no analysis was necessary because the Kansas court was not bound by the language of the statutes with which it was confronted. See ante, at 732, n. 4 (“Relief cannot be granted in this Court unless decisions plainly contradicting the Kansas court’s interpretations were brought to the Kansas court’s attention” (emphasis added; citations omitted)). This suggestion is inconsistent with the language of the Full Faith and Credit Clause and is not dictated by the holding in any of our previous cases. Nor is the Court on firmer ground when it imagines that the Kansas court merely read “standard contract law” into the statutes of its sister
Today’s decision discards important parts of our decision in Shutts III, 472 U. S. 797 (1985), and of the Full Faith and Credit Clause. Faced with the constitutional obligation to apply the substantive law of another State, a court that does not like that law apparently need take only two steps in order to avoid applying it. First, invent a legal theory so novel or strange that the other State has never had an opportunity to reject it; then, on the basis of nothing but unsupported speculation, “predict” that the other State would adopt that theory if it had the chance. To call this giving full faith and credit to the law of another State ignores the language of the Constitution and leaves it without the capacity to fulfill its purpose. Rather than take such a step, I would remand this case to the Supreme Court of Kansas with instructions to give effect to the interest rates established by law in Texas, Oklahoma, and Louisiana. I therefore respectfully dissent.
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