Freight Rail

Holland & Knight’s Freight Rail Team has a long history of representing Class 1 and short line railroads in all aspects of their operations.

We provide legal counsel on daily operational issues and other matters common to freight rail operators, including contracts, transactions, regulatory issues, complex litigation and alternative dispute resolution.

Our team includes attorneys throughout the firm who possess in-depth industry knowledge and a strong focus on providing exceptional client service.


Moving goods throughout the United States on a daily basis, freight rail operators are vital to the U.S. economy, but the legal issues and regulations facing both Class 1 and short line railroads can be daunting. Freight rail operators need experienced and knowledgeable legal counsel to help them navigate the hurdles so they can operate successfully.

Holland & Knight's Freight Rail Team has a long history of representing Class 1 and short line carriers with both national and international operations. Our team includes attorneys with experience in a wide range of legal issues impacting rail operations. This diversity among our team members enables us to provide clients with comprehensive legal representation in all aspects of rail operations.

Operational Issues

Our team regularly provides legal counsel on daily operational issues common to freight rail operators. We help clients draft and negotiate all types of contracts and agreements, including contract carriage, interchange agreements, shipper contracts, equipment contracts, drayage agreements, intermodal agreements with ocean carriers, and bi-lateral agreements between Class 1 rail carriers involving car hire, UMLER registered equipment and Circular OT-10 issues.

We frequently assist clients with matters involving the Association of American Railroads (AAR) Interchange Rules and the Uniform Intermodal and Facilities Access Agreement (UIIA) concerning the interchange and use of intermodal equipment.

In addition, we regularly advise clients on the terms and conditions of their respective Rules Circulars, including limitation of liability language in the wake of U.S. Supreme Court decisions, cross-border transactions, on-dock rail operations and on-going regulatory matters.

International Matters

Our team is experienced in legal issues related to the cross-border carriage of freight. We regularly assist clients with customs issues, including the Customs-Trade Partnership Against Terrorism (C-TPAT) and other practical and legal issues arising out of trade with Canada and Mexico.

Transactional Matters

Members of our team have extensive experience handling transactional matters on behalf of freight rail clients. Our recent experience includes representing a Class 1 railroad in two major commuter rail transactions involving complex issues related to the sale of land, track and improvements to a state owned agency for the purpose of developing or enlarging commuter rail operations, subject to a retained freight easement to provide common carrier service, including the transactional, real estate, environmental, labor and regulatory issues associated with those transactions.

We also have extensive experience in railroad focused real estate issues including easements, crossing agreements, railbanking matters, valuation map issues, railroad property title matters and condemnation and preemption issues.

In addition, we have represented publicly traded corporations in the sale of numerous short line railroads and have represented Class 1 railroads with a wide variety of vendor contracts, including those related to "green locomotive" initiatives.

Regulatory Matters

Freight rail operators are subject to myriad regulations imposed by the U.S. government and its agencies. These regulations can be complex, and experienced legal counsel is vital to avoid possible missteps. Our team frequently provides advice on railroad regulatory matters, including analysis of the Federal Railroad Administration’s rulemaking concerning Positive Train Control, a safety oriented regulation of the movement of trains that will affect a large proportion of the rail industry.

In addition, we regularly advise on Surface Transportation Board regulatory proceedings and filings concerning trackage rights, abandonment, discontinuance, contract carriage, preemption, competition, re-regulation and other areas affecting railroad operations.

We also have experience representing Class 1 railroads on responses to the Government Accountability Office questionnaire on the liability and indemnity agreements in use with shared assets and commuter/Amtrak/freight rail corridors.

National Transportation Safety Board (NTSB)

A member of our Transportation Team is a recent former general counsel of the NTSB who supported every NTSB rail investigation over the course of his five-year tenure with the agency. He has extensive knowledge of the party and investigative processes, from both the railroad and the NTSB point of view.

Litigation

As with all business operations, disputes are a common challenge facing freight rail operators. Our team includes attorneys who focus their practice on litigation and other methods of dispute resolution. Because litigation can be costly and time consuming, we seek to resolve disputes at the earliest possible stage of the conflict. However, if litigation cannot be avoided or is determined to be the best course of action, we are prepared to aggressively defend the interests of our clients.

We have represented rail clients in a wide range of complex litigation matters, including:

  • Contract and Tort Disputes - Our team represented a Class 1 railroad in a complex contract and tort dispute claim in Alabama arising out of the acquisition of property for use as a manufacturing plant, including an appeal from our successful motion for summary judgment in our client’s favor.
  • Preemption and Condemnation - We represented a Class 1 railroad in a federal court dispute involving the interplay of Surface Transportation Board abandonment proceedings and state law eminent domain issues resulting in a dismissal for lack of subject matter jurisdiction of a condemnation action brought against our client.
  • Condemnation - Members of our team served as primary counsel on condemnation issues on behalf of a Class 1 railroad involving land necessary for expansion and improvement of its rail services and facilities, successfully negotiating agreements and avoiding significant litigation.
  • Slander and Tortious Interference - We represent a railroad in its defense of a significant litigation matter in the Southern District of New York involving allegations by a customer of slander and tortious interference.
  • Alleged Railcar Conversion - Our team represented a railroad in a complicated matter involving the alleged conversion of a passenger railcar and was successful in negotiating a favorable resolution prior to significant litigation time and costs.
  • Environmental Regulations - We handled the defense of an administrative claim asserting that our client had violated certain environmental regulations when it sprayed chemicals and removed vegetation encroaching on the railroad’s right-of-way impeding the freight rail operations. Following extensive negotiations, the matter settled without the necessity of filing a declaratory judgment action raising federal preemption bases in support of the rail carrier’s actions. In a separate dispute, on behalf of the same client, we successfully resolved, out of court, a case brought by a customer asserting that the railroad had failed and refused to provide railroad service upon reasonable request.
  • Insurance Coverage - We have assisted a Class 1 railroad with disputes relating to its insurance coverage.
  • Intellectual Property - Our team is defending a Class 1 railroad in an intellectual property lawsuit pending in federal court.
  • Fiber Optics - We serve as national counsel for a Class 1 railroad in a series of class actions challenging the rights of telecommunication companies to install and maintain fiber optic cable along the railroad's rights-of-way. Plaintiffs allege that railroads do not possess sufficient property interest in their rights-of-way to allow them to license those rights-of-way for non-railroad purposes. Plaintiffs seek to recover damages under various theories, including trespass, slander of title and unjust enrichment. To date, we have successfully defended our client against such claims in numerous courts, including obtaining dismissal of all claims and denial of class certification.

Client Service is a Top Priority

Our freight transportation attorneys, including some previously employed by railroads, have a thorough understanding of the industry and place a heavy emphasis on providing client-focused counsel to this vital transportation component of our economy. We have seconded firm lawyers to work in house at a Class 1 railroad to provide assistance on a broad range of transportation matters. This intense focus on client service has received national recognition with one of our team members earning the BTI All Star Award for Client Service.