United States District Court, E.D. California
MEMORANDUM DECISION AND ORDER RE DEFENDANTS'
MOTIONS TO DISMISS (DOCS. 378, 380)
LAWRENCE J. O'NEILL UNITED STATES CHIEF DISTRICT JUDGE.
sets of Plaintiffs, the “RMFU
Plaintiffs” and the “AFPM Plaintiffs,
” challenge the constitutionality of
California's Low Carbon Fuel Standard
(“LCFS”), Cal. Code Regs. Tit. 17, §§
75480-90. Defendants move to dismiss all four claims in the
RMFU Plaintiffs' Third Amended Complaint
(“TAC”), Doc. 374. Doc. 378. Defendants move for
judgment on the pleadings on the AFPM Plaintiffs' claims
in their Second Amended Complaint (“SAC”), Doc.
373, concerning the now-repealed version of the LCFS, and
move to dismiss the remaining claims against the currently
operative LCFS. Doc. 380-1.
Court took the matter under submission on the papers pursuant
to Local Rule 230(g). Doc. 388. For the following reasons,
the Court GRANTS IN PART and DENIES IN PART Defendants'
FACTUAL AND PROCEDURAL BACKGROUND
case concerns Plaintiffs' years-long and complex
challenge to the LCFS. After the Ninth Circuit remanded the case
to this Court in 2014, see Rocky Mountain Farmers Union
v. Corey, 730 F.3d 1070 (9th Cir. 2013)
(“RMFU”), the Court granted in part and
denied in part the AFPM Plaintiffs' motion to amend the
complaint. Rocky Mountain Farmers Union v.
Goldstene, No. 1:09-cv-2234-LJO-BAM, 2014 WL 7004725, at
*1 (E.D. Cal. Dec.11, 2014) (“RMFU
Amendment”). In August 2015, the Court granted in
part and denied in part Defendants' motion to dismiss
certain of the AFPM Plaintiffs' claims. See Am. Fuels
& Petrochemicals Mfrs. Ass'n v. Corey, No.
1:09-cv-2234-LJO-BAM, 2015 WL 5096279, at *1 (E.D. Cal. Aug.
28, 2015) (“MTD Order”). In June 2016, the Court
granted Plaintiffs' second motion to amend their
pleadings. See Rocky Mountain Farmers Union v.
Corey, No. 1:09-cv-2234-LJO-BAM, 2016 WL 3277018 (E.D.
Cal. June 15, 2016) (“RMFU Amendment
II”). The Court incorporates by reference the
summary of the extensive procedural history of this
consolidated action contained in RMFU Amendment,
2014 WL 7004725, at *1-8, and the MTD Order, 2015 WL 5096279,
at *1-5. Only an abbreviated recitation of the complex
factual and procedural background follows; the Court
discusses the relevant aspects of the facts and prior
proceedings in more detail in its analysis below.
California Air Resources Board (“CARB”)
promulgated and adopted the LCFS in 2009 and 2010. TAC ¶
37. The regulation went into effect in 2011 (“the
Original LCFS”), and CARB amended it in 2012
(“the 2012 LCFS”). SAC ¶ 75. CARB repealed
the LCFS in 2015 after the California Court of Appeal held
that CARB made errors when adopting it. See POET, LLC v.
Cal. Air. Res. Bd., 218 Cal.App.4th 681 (2013); see
also Doc. 379-1, Ex. A. CARB adopted a new LCFS in 2015
(“the 2015 LCFS”), which went into effect in
2016, and remains the operative version of the regulation.
See Doc. 379-1, Ex. A, at 1-6.
AFPM Plaintiffs now bring claims against all three versions
of the LCFS; the RMFU Plaintiffs bring claims against only
the 2015 LCFS. As explained in more detail below, the LCFS
regulates both ethanol and crude oil. The RMFU Plaintiffs
challenge the LCFS's ethanol provisions whereas the AFPM
Plaintiffs challenge its crude oil provisions.
RMFU Plaintiffs' TAC contains four causes of action. TAC
at 18-22. Claims one and two allege, respectively, that the
LCFS is preempted by federal law on its face and as-applied
to Plaintiff Growth Energy. TAC at 15-18. Specifically, the
RMFU Plaintiffs assert the federal Renewable Fuel Standard
(“RFS”), 42 U.S.C. § 7545(o)(2)(A)(i),
the Energy Independence and Security Act (“EISA”)
preempts the LCFS. Id. ¶¶ 66-68. Claims
three and four allege, respectively, that the LCFS
“improperly regulates, discriminates against, and
unduly burdens interstate commerce and so is invalid”
on its face and as applied to Growth Energy. Id. at
AFPM Plaintiffs assert three causes of action in their SAC.
The first and second allege that all three versions of the
LCFS violate the Commerce Clause because they
“impermissibly regulate conduct occurring wholly
outside of California.” SAC ¶¶ 96, 104;
see also Id. ¶¶ 93, 101. The third cause
of action asserts all three versions of the LCFS violate the
Commerce Clause “by discriminating against
transportation fuels produced in other States and other
countries.” Id. ¶ 111. The AFPM
Plaintiffs further assert “[t]he discrimination
inherent in the Original LCFS, 2012 LCFS, and 2015 LCFS is
designed to provide an unfair competitive advantage to local
economic interests and to promote the use of California fuels
in California, ” which “impose[s] significant
burdens on Plaintiffs' members in connection with their
conduct of interstate commerce.” Id.
respect to their Commerce Clause claims, both sets of
Plaintiffs assert the ethanol provisions of the LCFS
discriminate on their face, and in their purpose and effect.
The RMFU Plaintiffs further assert the ethanol provisions
fail under Pike v. Bruce Church, Inc., 397 U.S. 137
between both sets of Plaintiffs, they assert the following:
(1) The LCFS is preempted by federal law, namely, the RFS in
the EISA, on its face and as applied to Growth Energy;
(2) The LCFS, in all three of its forms, is an impermissible
extraterritorial regulation that violates the Commerce
(3) The LCFS, in all three of its forms, violates the
(a) on its face,
(b) in purpose and effect, and
(c) under Pike.
(1) move for judgment on the pleadings under Federal
Rule of Civil Procedure 12(c) as to
Plaintiffs' claims concerning the Original LCFS on the
ground they are moot, and (2) move to dismiss the remaining
claims under Rule 12(b)(6) as barred by the law of the case,
or for failure to state a claim (or both). Plaintiffs oppose
in all respects.
motion to dismiss pursuant to Federal Rule of Civil Procedure
12(b)(6) is a challenge to the sufficiency of the allegations
set forth in the complaint. A 12(b)(6) dismissal is proper
where there is either a “lack of a cognizable legal
theory” or “the absence of sufficient facts
alleged under a cognizable legal theory.” Balisteri
v. Pacifica Police Dept., 901 F.2d 696, 699 (9th Cir.
1990). In considering a motion to dismiss for failure to
state a claim, the court generally accepts as true the
allegations in the complaint, construes the pleading in the
light most favorable to the party opposing the motion, and
resolves all doubts in the pleader's favor. Lazy Y.
Ranch LTD v. Behrens, 546 F.3d 580, 588 (9th Cir. 2008).
survive a 12(b)(6) motion to dismiss, the plaintiff must, in
accordance with Rule 8, allege “enough facts to state a
claim to relief that is plausible on its face.”
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007). “A claim has facial plausibility when the
Plaintiff pleads factual content that allows the court to
draw the reasonable inference that the defendant is liable
for the misconduct alleged.” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009). “The plausibility
standard is not akin to a ‘probability requirement,
' but it asks for more than a sheer possibility that a
defendant has acted unlawfully.” Id. (quoting
Twombly, 550 U.S. at 556). “While a complaint
attacked by a Rule 12(b)(6) motion to dismiss does not need
detailed factual allegations, a Plaintiff's obligation to
provide the ‘grounds' of his ‘entitlement to
relief' requires more than labels and conclusions.”
Twombly, 550 U.S. at 555 (internal citations
omitted). Thus, “bare assertions . . . amount[ing] to
nothing more than a ‘formulaic recitation of the
elements' . . . are not entitled to be assumed
true.” Iqbal, 556 U.S. at 681. “[T]o be
entitled to the presumption of truth, allegations in a
complaint . . . must contain sufficient allegations of
underlying facts to give fair notice and to enable the
opposing party to defend itself effectively.” Starr
v. Baca, 652 F.3d 1202, 1216 (9th Cir. 2011). In
practice, “a complaint . . . must contain either direct
or inferential allegations respecting all the material
elements necessary to sustain recovery under some viable
legal theory.” Twombly, 550 U.S. at 562.
Rule of Civil Procedure 12(c) permits a party to seek
judgment on the pleadings “[a]fter the pleadings are
closed-but early enough not to delay trial.” “A
motion for judgment on the pleadings should be granted where
it appears the moving party is entitled to judgment as a
matter of law.” Geraci v. Homestreet Bank, 347
F.3d 749, 751 (9th Cir. 2003). A “judgment on the
pleadings is appropriate when, even if all allegations in the
complaint are true, the moving party is entitled to judgment
as a matter of law.” Westlands Water Dist. v.
Firebaugh Canal, 10 F.3d 667, 670 (9th Cir.1993).
judgment on the pleadings is a decision on the merits.”
3550 Stevens Creek Assocs. v. Barclays Bank of
California, 915 F.2d 1355, 1356 (9th Cir.1990),
cert. denied, 500 U.S. 917 (1991). A 12(c) motion
“is designed to dispose of cases where the material
facts are not in dispute and a judgment on the merits can be
rendered by looking to the substance of the pleadings and any
judicially noticed facts.” Herbert Abstract Co. v.
Touchstone Props., Ltd., 914 F.2d 74, 76 (5th Cir. 1990)
(per curiam). “[T]he central issue is whether, in light
most favorable to the plaintiff, the complaint states a valid
claim for relief.” Hughes v. Tobacco Inst.,
Inc., 278 F.3d 417, 420 (5th Cir.2001). “[A]ll
allegations of fact of the opposing party are accepted as
true.” Austad v. United States, 386 F.2d 147,
149 (9th Cir.1967). Thus, a motion for judgment on the
pleadings under Federal Rule of Civil Procedure 12(c) is
“functionally identical” to a motion to dismiss
under Rule 12(b)(6). Dworkin v. Hustler Magazine,
Inc., 867 F.2d 1188, 1192 (9th Cir. 1989). Although Rule
12(c) does not mention leave to amend, courts have discretion
to grant a Rule 12(c) motion with leave to amend. See
Carmen v. San Francisco Unified Sch. Dist., 982 F.Supp.
1396, 1401 (N.D.Cal. 1997).
Rule 12(b)(6) motion to dismiss, a Rule 12(c) motion
challenges the legal sufficiency of an opposing party's
pleadings. “When a federal court reviews the
sufficiency of a complaint, before the reception of any
evidence either by affidavit or admissions, its task is
necessarily a limited one.” Balistreri, 901
F.2d at 699. Dismissal is proper where there is either a
“lack of a cognizable legal theory” or “the
absence of sufficient facts alleged under a cognizable legal
theory.” Id. “Factual allegations must
be enough to raise a right to relief above the speculative
level . . . on the assumption that all the allegations in the
complaint are true (even if doubtful in fact).”
Twombly, 550 U.S. at 545 (internal citations and
quotations omitted). “While a complaint . . . does not
need detailed factual allegations . . . a plaintiffs
obligation to provide the ‘grounds' of his
‘entitlement to relief requires more than labels and
conclusions, and a formulaic recitations of the elements of a
cause of action will not do.” Id. at 1964.
Uncontested aspects of Defendants' motions
AFPM Plaintiffs candidly acknowledge that a number of their
claims are foreclosed by RMFU and this Court's
prior decisions and, accordingly, do not oppose
Defendants' motions to dismiss them or for judgment on
the pleadings on them. See Doc. 383 at 5-6. Those
• All claims against the Original and 2012 LCFS, except
for the claims that those regulations discriminate against
interstate commerce in purpose and effect;
• The Original, 2012, and 2015 LCFS are impermissible
• The crude oil provisions of the Original, 2012, and
2015 LCFS discriminate against interstate commerce; and
• The ethanol provisions of the Original, 2012, and 2015
LCFS facially discriminate against interstate commerce.
383 at 5-6, 13-14. Although the RMFU Plaintiffs assert the
same uncontested claims as the AFPM Plaintiffs do, they do
not oppose Defendants' motion to dismiss or for judgment
on the claims. See Doc. 384 at 24-28; see
also Doc. 387 at 9. Because the parties agree that
RMFU and the Court's prior decisions foreclose
these claims, the Court GRANTS Defendants' motions on
them WITHOUT LEAVE TO AMEND.
all that remains of the AFPM Plaintiffs' claims are their
claims that the ethanol provisions of the Original, 2012, and
2015 LCFS discriminate against interstate commerce in purpose
and effect. See Doc. 383 at 6. The RMFU Plaintiffs
assert the same claims, and additionally assert that all
versions of the LCFS are preempted by federal law and the
ethanol provisions of all versions of the LCFS fail under
Whether the AFPM Plaintiffs' claims against the Original
and 2012 LCFS are moot
move for judgment on the pleadings on AFPM Plaintiffs'
claims against the Original LCFS and 2012 LCFS on the ground
that they are moot because both versions have been repealed
and replaced. Doc. 380-1 at 15. Specifically, Defendants
argue those claims are moot because the Court cannot grant
any prospective relief, and the Eleventh Amendment bars any
retrospective relief. Id. at 16.
their opposition, the AFPM Plaintiffs assert the Ninth
Circuit held in RMFU that their challenges to
repealed versions of the LCFS are not moot because “the
credits allocated under both the Original LCFS and the 2012
LCFS continue to carry forward and may still be used by
regulated parties to comply with the mandates of the 2015
LCFS.” Doc. 383 at 15 (citing RMFU, 730 F.3d
at 1097 n.12). Thus, according to the AFPM Plaintiffs, the
Court can grant prospective relief because how credits were
calculated under prior versions of the LCFS affects how they
will be calculated in the future, and the Court can therefore
order that “credits generated under those prior
versions be recalculated on a nondiscriminatory basis that
comports with the Constitution.” Id. at 16.
argue in their reply that the AFPM Plaintiffs' SAC does
not contemplate the relief they purportedly seek, as stated
in their opposition, i.e., that the Court order a
recalculation of the credits assigned under the Original and
2012 LCFS. Doc. 385 at 3. Defendants assert that, even
if the SAC sought this remedy, it is unavailable to the AFPM
Plaintiffs because it “1) would not redress the
injuries AFPM alleges, 2) is barred by the Eleventh
Amendment, 3) would be inherently inequitable, and 4) is the
kind of individualized remedy AFPM lacks standing to
seek.” Id. at 4.
Relief AFPM Plaintiffs seek
SAC, the AFPM Plaintiffs seek the following relief:
A. A declaratory judgment, pursuant to 28 U.S.C. § 2201,
that the LCFS, as originally enacted and as amended in 2012
and 2015, violates the United States Constitution and is
B. A preliminary and permanent injunction enjoining the
Defendants from implementing or enforcing the LCFS;
C. An order awarding plaintiffs their costs and
attorneys' fees pursuant to 42 U.S.C. § 1988; and D.
Such other and further relief as the Court deems just and
20. The SAC thus does not explicitly request that the Court
order a recalculation of credits assigned under the Original
and 2012 LCFS, should the Court find them unconstitutional.
Though Defendants suggest that this request is articulated
only in the AFPM Plaintiffs' opposition, Defendants do
not object to the Court's considering it. The Court will
therefore assume without deciding that the AFPM Plaintiffs
seek in the SAC the credits recalculation remedy that they
articulate in their opposition. In any event, as discussed
below, the AFPM Plaintiffs do not have standing to seek this
remedy and, even if they did, it is barred by the Eleventh
assert-for the first time in their reply-that the AFPM
Plaintiffs lack standing.The thrust of their
one-paragraph argument is that determining the AFPM
Plaintiffs' sought-after credit recalculation would
require an assessment of the credits each of their thousands
of members bought and sold, which is not permissible when a
plaintiff, like the AFPM Plaintiffs, only has associational
standing. Doc. 385 at 8. In support, Defendants
rely exclusively on Warth v. Seldin, 422 U.S. 490,
511 (1975). Id.
Warth, the Supreme Court explained that an entity
has associational standing if, among other things, “the
nature of the claim and of the relief sought does not make
the individual participation of each injured party
indispensable to proper resolution of the cause.”
Id. Warth and its progeny
“have been understood to preclude associational
standing when an organization seeks damages on behalf of its
members.” United Food & Comm. Workers Union
Local 751 v. Brown Group, Inc., 517 U.S. 544, 554 (1996)
(declining to apply to a union the prudential limitation
barring an organization from seeking damages on behalf of its
members, but only because Congress specifically permitted
unions to do so).
the AFPM Plaintiffs state they do not seek damages, Doc. 383
at 16, their request for a recalculation of credits generated
under the Original and 2012 LCFS is effectively a request for
damages, or so analogous to a request for damages to render
it indistinguishable from the circumstances underpinning
Warth, 422 U.S. at 515-16 (association plaintiff
failed to allege “monetary injury to itself, nor any
assignment of the damages claims of its members. . . .
[m]oreover . . . the damages claims are not common to the
entire membership, nor shared by all in equal degree”).
The AFPM Plaintiffs allege the LCFS is unconstitutionally
discriminatory, in part because it requires regulated
entities who purchase Midwest ethanol “to purchase vast
quantities of other fuels that California has assigned very
low carbon intensities or to purchase ‘credits'
accumulated by other entities subject to the LCFS.” SAC
¶ 68; see also Id. ¶ 33 (alleging fuel
provides comply with the LCFS by, among other things,
“purchas[ing] credits generated by other fuel
providers”); Cal. Code Regs. § 95487 (outlining
possible “Credit Transactions” under LCFS). As
the AFPM Plaintiffs asserted on appeal before the Ninth
Circuit: “The LCFS . . . penaliz[es] the use of fuels
whose carbon-intensity scores exceed the regulation's
annual cap and plac[es] such fuels at a substantial
disadvantage in the California market: parties using such
fuels must either purchase credits from their competitors . .
. or incur . . . penalties.” Doc. 386-1 at 53. The AFPM
Plaintiffs thus argued that the LCFS “is discriminatory
because . . . higher carbon-intensity scores generate
‘deficits' that must be eliminated through the
generation or purchase of ‘credits.'”
Id. at 73. Because of this discriminatory effect,
which leads to a price disparity between lower- and
higher-carbon-intensity ethanol, the LCFS “could impose
as much as $10 to $20 million in additional costs on
regulated parties that sell gasoline in California.”
Id. at 39.
AFPM Plaintiffs therefore contend the purported
discriminatory effects of the LCFS caused their members to
spend more money on purchasing credits to comply with the
LCFS. If the Court were to order a recalculation of credits
generated under the Original and 2012 LCFS, as they request,
it would require a number of individualized determinations,
including (1) who bought which credits; (2) whether the
alleged discriminatory effects of the LCFS caused the party
to spend more on those credits; and (3) if so, how that
should be remedied, i.e., how much the parties are
owed due to their overpayment-in other words, what their
damages are. These necessary individualized determinations
thus render the AFPM Plaintiffs without associational
standing to seek the credit recalculations that they request
because it would be impossible to make the determinations
without the participation of the AFPM Plaintiffs'
members. See Warth, 422 U.S. at 515-16; Brown
Group, 517 U.S. at 554.
the AFPM Plaintiffs claim they do not seek damages, the
Court's conclusion that the credit recalculations would
require determining how much their members overpaid
for credits-and ordering corresponding relief-leads the Court
to conclude that the AFPM Plaintiffs essentially seek
retrospective damages that are barred by the Eleventh
Amendment. As explained above, the AFPM Plaintiffs claim the
purported discriminatory effects of the Original and 2012
LCFS required them to purchase more credits (i.e.,
spend more money) than would have been required had that
alleged discrimination not existed. They now ask that the
credits-all of which were bought and sold by them and other
parties-be recalculated and redistributed in a different
manner. In effect, the AFPM Plaintiffs request a reshuffling
of state funds.
that in essence serves to compensate a party injured in the
past by an action of a state official in his official
capacity that was illegal under federal law is barred”
by the Eleventh Amendment. Papasan v. Allain, 478
U.S. 265, 278 (1986). This includes cases for declaratory and
injunctive relief that seek “a compensatory,
backward-looking remedy, ” Porter v. Jones,
319 F.3d 483, 491 n.7 (9th Cir. 2003), and encompasses
“relief that is tantamount to an award of damages for a
past violation of federal law, even though styled as
something else.” Papasan, 478 U.S. at 278
(citations omitted). “On the other hand, relief that
serves directly to bring an end to a present
violation of federal law is not barred by the Eleventh
Amendment even though accompanied by a substantial ancillary
effect on the state treasury.” Id. (emphasis
added) (citations omitted).
to the extent the AFPM Plaintiffs seek compensatory relief
(whether credit calculations or otherwise) that is based
exclusively on Defendants' conduct that allegedly
violated federal law in the past, the Eleventh
Amendment precludes that relief. But, to the extent they seek
relief for Defendants' past conduct that allegedly
violated federal law that has an ongoing or future effect,
the Eleventh Amendment does not preclude that relief. See
Id. The Court therefore GRANTS IN PART and DENIES IN
PART Defendants' motion for judgment on Plaintiffs'
claims concerning the Original and 2012 LCFS on the ground
they are barred by the Eleventh Amendment.
noted above, however, the Court finds it is a stretch, at
best, to read the SAC as seeking the credit recalculation
relief the AFPM Plaintiffs purportedly seek. More
importantly, the Court finds that the Court cannot-legally or
practically-order the recalculations. The AFPM Plaintiffs
have provided no authority that remotely suggests that relief
is permissible, and the Court cannot locate any. The Court
therefore agrees with Defendants that, even if the Eleventh
Amendment does not bar Plaintiffs' recalculation relief,
the Court is unable to grant it because it would be
impossible and inequitable to the parties who have already
bought and sold LCFS credits to recalculate and reassign the
credits. As Defendants point out, millions of credits worth
tens of millions of dollars have already been bought by
numerous parties, most of which are not parties to this case.
See Doc. 385 at 6-7. The Court therefore GRANTS
Defendants' motion for judgment on Plaintiffs' claims
against the Original and 2012 LCFS to the extent they seek a
recalculation of already assigned credits because doing so
would be inequitable and impractical.
brings the Court to the issue of whether the AFPM
Plaintiffs' claims against the Original and 2012 LCFS are
moot. A footnote in the Ninth Circuit's decision in
RMFU is directly on point and controls here. The
Although the 2011 Provisions have been amended, this does not
render the challenge to them moot. “A case becomes moot
only when it is impossible for a court to grant any effectual
relief whatever to the prevailing party.” Decker v.
Nw. Envtl. Def. Ctr., __U.S.__, 133 S.Ct. 1326, 1335
(2013) (quotation marks and citation omitted). Here, the 2011
Provisions applied to crude oil delivered through December
31, 2011, so one year of Fuel Standard credits were allocated
based on the distinction between emerging and existing
sources and between HCICOs and non-HCICOs. Advisory 13-01
altered the treatment of Potential HCICOs to conform to the
amended provisions, but sellers of verified HCICOs could have
reported individual carbon intensity values during 2011.
Credits awarded based on those values will carry forward to
subsequent years and may be used by a regulated party to
comply with the Fuel Standard mandates. Cal. Code Regs. tit.
17, §§ 95484(b), (c)(4), 95485(c). The propriety of
the scheme under which those credits were distributed remains
a live controversy.
RMFU, 730 F.3d at 1097 n.12.
had challenged the crude oil provisions of the Original LCFS
(what the Ninth Circuit called “the 2011
Provisions”) in this Court and, by the time
RMFU issued, they had been amended by the 2012 LCFS.
See Id. The Ninth Circuit observed that the means by
which credits were calculated under the Original LCFS had an
effect on how they were calculated under the then-current
version of the regulation, the 2012 LCFS. Id. The
Ninth Circuit thus explicitly held that Plaintiffs'
challenge to the Original LCFS was not moot because it had a
live, ongoing effect then, which would continue into the
future. See id.
holding is directly applicable here. The AFPM Plaintiffs
allege, consistent with RMFU, that the Original and
2012 LCFS affect how credits are calculated under the 2015
LCFS. Their challenge to the Original and 2012 LCFS therefore
is not moot; it remains “a live controversy.”
of this conclusion, as explained above, the AFPM
Plaintiffs' potential remedy for any finding that either
the Original or 2012 LCFS (or both) violated federal law is
limited to the present and future effects of the Original and
2012 LCFS, and declaratory and injunctive relief against the
regulations. Further, any remedy that is akin to damages,
such as the AFPM Plaintiffs' request for credits
recalculation, is barred by the Eleventh Amendment. See
Papasan, 478 U.S. at 278 (citations omitted); see
also Taylor v. Westly, 402 F.3d 924, 929-30 (9th Cir.
2005) (“[T]he Eleventh Amendment shields state
governments . . . from declaratory judgments against the
state governments that would have the practical effect of
requiring the state treasury to pay money to
claimants”) (footnote omitted). Accordingly,
Defendants' motion for judgment on Plaintiffs' claims
against the Original and 2012 LCFS on the ground they are
moot is GRANTED IN PART and DENIED IN PART.