TitleMax of South Carolina, Inc. v. Wendy Spicher

majority opinion

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PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 25-2027

TITLEMAX OF SOUTH CAROLINA, INC.,

Plaintiff - Appellant,

WENDY SPICHER, in Her Official Capacity as Secretary of the Pennsylvania

Department of Banking and Securities,

Defendant - Appellee.

------------------------------STATE OF SOUTH CAROLINA

Amicus Supporting Appellant

Appeal from the United States District Court for the District of South Carolina, at Florence.

Joseph Dawson, III, District Judge. (4:24-cv-04399-JD)

Argued: March 18, 2026 Decided: August 5, 2026

Before THACKER, RUSHING, and BENJAMIN, Circuit Judges.

Affirmed in part, vacated in part, and remanded with instructions by published opinion.

Judge Benjamin wrote the opinion, in which Judge Thacker and Judge Rushing joined. USCA4 Appeal: 25-2027 Doc: 59 Filed: 08/05/2026 Pg: 2 of 38

ARGUED: Troy Clifton Homesley, III, TROUTMAN PEPPER LOCKE LLP, Charlotte,

North Carolina, for Appellant. A. Michael Pratt, GREENBERG TRAURIG, P.A.,

Philadelphia, Pennsylvania, for Appellee. ON BRIEF: Ryan J. Strasser, Richmond,

Virginia, Christopher G. Browning, Raleigh, North Carolina, Misha Tseytlin,

TROUTMAN PEPPER LOCKE LLP, Chicago, Illinois, for Appellant. Brian T. Feeney,

Philadelphia, Pennsylvania, Dominic E. Draye, GREENBERG TRAURIG, LLP,

Washington, D.C., for Appellee. Thomas T. Hydrick, Solicitor General, Joseph D. Spate,

Deputy Solicitor General, OFFICE OF THE ATTORNEY GENERAL OF SOUTH

CAROLINA, Columbia, South Carolina, for Amicus Curiae.

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DEANDREA GIST BENJAMIN, Circuit Judge:

This appeal addresses when a federal court may intervene in state civil enforcement

proceedings.

TitleMax of South Carolina, Inc. (“TitleMax SC”) originates all of its loans in South

Carolina, but the Pennsylvania Department of Banking and Securities (the “Department”)

contends that some of those loans involved Pennsylvania borrowers and violated

Pennsylvania usury laws. Based on TitleMax SC’s conduct in Pennsylvania, the

Department issued an investigative subpoena in 2017, seeking records related to loans

involving Pennsylvania consumers. After litigation over that subpoena, the Department

initiated a formal administrative enforcement proceeding against TitleMax SC for alleged

violations of Pennsylvania’s usury laws. The Department separately issued a second

investigative subpoena in 2024.

TitleMax SC responded with this federal suit, seeking to halt both the administrative

enforcement proceeding and the second investigative subpoena. TitleMax SC alleges a

Dormant Commerce Clause claim, arguing that the Department may not apply

Pennsylvania’s usury laws to loans originated in South Carolina because doing so would

regulate commerce occurring wholly outside Pennsylvania. The district court dismissed

the complaint, concluding that TitleMax SC’s claims related to the enforcement

proceedings were barred by issue preclusion or, in the alternative, Younger abstention. The

district court also held that TitleMax SC’s claims related to the second investigative

subpoena were not ripe.

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We affirm on the Younger and ripeness grounds. First, we hold that TitleMax SC’s

claims challenging the administrative enforcement proceeding interfere with an ongoing

state proceeding, triggering the court’s duty to abstain under Younger. Second, we hold

the claims challenging the second investigative subpoena are not ripe because TitleMax

SC has not alleged a present injury from the second investigative subpoena itself.

I. Background

A. TitleMax of South Carolina and Its Affiliated Companies

TitleMax SC is a South Carolina corporation with its principal place of business in

Savannah, Georgia. It is licensed under South Carolina law to offer consumer loans

secured by motor vehicle titles1, and it maintains physical locations in South Carolina. In

addition to title secured loans, TitleMax SC also offers unsecured personal loans both

online and in-store.

Although TitleMax SC offers unsecured loans online2, TitleMax SC originates loans

exclusively within the territorial and geographic borders of South Carolina. TitleMax SC

only offers title secured loans in person at TitleMax SC’s stores, all of which are in South

Carolina. To obtain an unsecured online loan, the borrower must have GPS location

services turned on, allowing TitleMax SC to determine that the borrower is in South

Title secured loans (or auto title loans) are loans where a borrower uses their lienfree vehicle as collateral for receiving the loan.

Unsecured loans do not require the borrower to provide collateral and are issued

and approved by the lender based solely on the borrower’s credit history, income, and

present debt.

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Carolina before processing the loan. Thus, a borrower located outside of South Carolina

must travel into South Carolina to obtain a loan from TitleMax SC.

Even with these geographic requirements, TitleMax SC has made some loans to

non-South Carolina residents, including Pennsylvania residents who traveled to South

Carolina. TitleMax SC’s internal corporate records show it made approximately 120 loans

to individuals who had a Pennsylvania address between 2008 and the present. TitleMax

SC maintains that it does not originate loans, keep offices, employ personnel, or disburse

loan proceeds in Pennsylvania, and that any borrower must appear in person at a South

Carolina store to obtain a title secured loan. TitleMax SC has, however, engaged in conduct

connected to Pennsylvania borrowers or collateral, including perfecting or recording liens

with the Pennsylvania Department of Transportation, collecting payments from

Pennsylvania residents, communicating with borrowers in Pennsylvania, and repossessing

vehicles located in Pennsylvania.

TitleMax SC is part of a broader family of affiliated entities (collectively,

“TitleMax”3).

TMX Finance LLC is the parent company of TitleMax SC and other entities that

offer motor vehicle title secured loans, including, but not limited to, TitleMax of Ohio,

Inc., TitleMax of Delaware, Inc., and TitleMax of Virginia, Inc.

For convenience, the court refers collectively to TitleMax SC and the affiliated

TitleMax companies as “TitleMax.” This definition is only used as descriptive shorthand

and does not resolve any disputed question concerning corporate separateness, privity,

control, adequate representation, alter-ego status, or whether TitleMax SC may be bound

by a ruling entered against any other TitleMax affiliated company.

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B. Pennsylvania Usury Laws and State Administrative Process

Pennsylvania regulates consumer lending through two statutes relevant here: the

Loan Interest and Protection Law (“LIPL”) and the Consumer Discount Company Act

(“CDCA”). LIPL, 41 PA. CONS. STAT. §§ 101–605; CDCA, 7 PA. CONS. STAT. §§ 6201–

6221. The LIPL establishes Pennsylvania’s general usury rule by capping interest at 6%

per year for loans less than $50,000. LIPL, 41 PA. CONS. STAT. § 201(a). The CDCA

functions as the licensing statute for lenders seeking to charge more than the lawful rate.

CDCA, 7 PA. CONS. STAT. §§ 6203(A), 6213. The CDCA expressly prohibits engaging

“in the business of negotiating or making loans or advances of money or credit” at higher

rates without first obtaining a license. CDCA, 7 PA. CONS. STAT. § 6203(A). The CDCA

still caps the interest that licensed lenders can charge at 24% per year for loans of $25,000

or less. Id. §§ 6203(A), 6213. Violations of these acts may carry both criminal and civil

penalties. LIPL, 41 PA. CONS. STAT. § 505; CDCA, 7 PA. CONS. STAT. § 6218.

Pennsylvania’s Department of Banking and Securities (the “Department”) is the

state agency charged with administering and enforcing these laws. LIPL, 41 PA. CONS.

STAT. § 506(b), (c); CDCA, 7 PA. CONS. STAT. § 6212. Within the Department’s

enforcement structure, the compliance office brings the charges, while the Pennsylvania

Banking and Securities Commission (the “Commission”) is the agency head and final

adjudicator for the administrative proceeding. 71 PA. CONS. STAT. §§ 733-1121-A, 733-1122-A(1).

The Department’s enforcement process typically begins with an investigation.

Under the CDCA, the Department may examine the business of licensees and may exercise

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authority over those engaged in the business regulated by the Act. Id. §§ 6211–12. Under

the LIPL, the Department may examine instruments, documents, accounts, books, records,

electronic data, and files, and may conduct investigations necessary to administer the

statute. LIPL, 41 PA. CONS. STAT. § 506(b). The Department may also issue subpoenas

requiring testimony or production of records and may seek court assistance if a subpoenaed

person refuses to comply. CDCA, 7 PA. CONS. STAT. § 6212; LIPL, 41 PA. CONS. STAT.

§ 506(b).

If the Department elects to pursue administrative enforcement for alleged LIPL or

CDCA violations, the compliance office may initiate a formal enforcement action by

issuing an order to show cause (“OSC”) stating the grounds for the action and requiring

the respondent to answer. 1 PA. CODE § 35.14. The respondent’s answer must admit or

deny the charges, state facts on which the respondent relies, and identify the legal grounds

for its position. Id. § 35.37. After the OSC and answer, the matter proceeds to a hearing

before the Commission or a hearing examiner designated by the Commission. Id.

§§ 35.123, 35.185, 35.187.

A designated hearing examiner may conduct a hearing and then issue a proposed

report or recommended decision for the Commission. Id. §§ 35.121, 35.187, 35.202.

During the hearing, the hearing examiner may receive evidence and address procedural

matters but may not dispose of motions that determine the proceeding before issuing a

proposed report. Id. § 35.187. Once the hearing examiner has issued a proposed report, a

party may file objections with the Commission. Id. § 35.211, 35.213. The Commission,

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as agency head, will then take final administrative action and issue a final order

adjudicating the proposed report and the filed exceptions. Id. § 35.226.

Once the Commission issues a final adjudication, a party may seek judicial review

in the Pennsylvania Commonwealth Court. 2 PA. CONS. STAT. § 702; 42 PA. CONS. STAT.

§ 763(a)(1).

Interlocutory review from a hearing examiner’s decision or from an interim

Commission order is more limited. A participant generally may not appeal a hearing

examiner’s ruling “except in extraordinary circumstances where prompt decision by the

Commission is necessary to prevent detriment to the public interest.” 1 PA. CODE

§ 35.190(a). A participant may seek interlocutory certification of a non-final order from

the Commission, but that request does not automatically stay the administrative

proceeding. Id. § 35.225.

C. The Department’s 2017 Subpoena

The Department’s investigation of TitleMax began in August 2017, when the

Department issued an investigative subpoena concerning possible violations of

Pennsylvania’s usury laws. TitleMax of Del., Inc. v. Weissmann, 24 F.4th 230, 235 (3d

Cir. 2022); J.A. 025.4 The 2017 subpoena sought documents concerning loans made by

TitleMax5 to Pennsylvania consumers. Weissmann, 24 F.4th at 235. The requested

Citations to “J.A.” refer to the joint appendix filed by the parties. The J.A. contains

the record on appeal from the district court. Page numbers refer to the “J.A. #” pagination.

The 2017 subpoena was addressed to “TitleMax, TMX Finance Family of

Companies.” J.A. 143.

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documents included: “loan agreements between TitleMax and Pennsylvania consumers,

information presented to Pennsylvania consumers through the mail or internet, solicitations

or offerings circulated or aired in Pennsylvania, records of TitleMax employees who

traveled to Pennsylvania, lists of vehicles repossessed in Pennsylvania, Pennsylvania

consumer complaints, invoices or bills sent to Pennsylvania consumers, and any electronic

transfers of funds from Pennsylvania consumer bank accounts.” Id.

After receiving the 2017 subpoena, TitleMax did not comply and instead filed suit

in the United States District Court for the District of Delaware. TitleMax of Del., Inc. v.

Weissmann, 505 F. Supp. 3d 353, 354–55 (D. Del. 2020). In that action, TitleMax sought

to enjoin the Department’s investigation, arguing, among other things, that the

Department’s investigative subpoena attempted to apply Pennsylvania’s usury laws

extraterritorially in violation of the Dormant Commerce Clause. Id.

The Department separately filed a petition in Pennsylvania Commonwealth Court

to enforce the subpoena. Weissmann, 24 F.4th at 235.

In the Delaware federal action, the parties conducted discovery and filed crossmotions for summary judgment. Id. The district court granted summary judgment for

TitleMax, finding the Department’s subpoena violated the Dormant Commerce Clause

because the loans were made and executed outside Pennsylvania at physical TitleMax

locations in Delaware, Ohio, or Virginia. Weissmann, 505 F. Supp. 3d at 360.

The Department appealed to the Third Circuit, which reversed and held that

applying the CDCA and LIPL to TitleMax’s conduct did not violate the Dormant

Commerce Clause. Weissmann, 24 F.4th at 235–36.

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The court began with Dormant Commerce Clause principles and its analytical

framework. Id. at 238. Dormant Commerce Clause analysis concerns the state law’s effect

on interstate commerce. Id. (citing Brown-Forman Distillers Corp. v. N.Y. State Liquor

Auth., 476 U.S. 573, 579 (1986)). One way a law may affect interstate commerce is by

having extraterritorial impact on another state’s economic activity. Id. (quoting

Cloverland-Green Spring Dairies, Inc. v. Pa. Milk Mktg. Bd., 462 F.3d 249, 261–62 (3d

Cir. 2006)). But not every extraterritorial effect violates the Dormant Commerce Clause.

See id. at 238 n.7. A law violates the Dormant Commerce Clause on extraterritoriality

grounds when it directly controls commerce occurring “wholly outside” the State’s

borders. Id. (citing Healy v. Beer Inst., 491 U.S. 324, 336 (1989)). If it does not have that

prohibited extraterritorial reach and does not discriminate against out-of-state actors, the

law is evaluated under the Pike balancing test and will be upheld unless the burden on

interstate commerce is clearly excessive in relation to the putative local benefits. Id.

(quoting Pike v. Bruce Church, Inc., 397 U.S. 137, 142 (1970)).

Applying that framework, the Third Circuit proceeded in two steps. First, the court

described TitleMax’s lending activity as extending beyond loan origination in the relevant

States (Delaware, Ohio, and Virginia) and into Pennsylvania. Id. at 234–35. Although

TitleMax did not have offices, employees, agents, or physical stores in Pennsylvania, the

court noted that TitleMax recorded liens with Pennsylvania state authorities, collected

payments from Pennsylvanians, communicated with Pennsylvania borrowers, and

repossessed vehicles in Pennsylvania. Id. The court held that TitleMax’s conduct was not

“wholly outside of Pennsylvania” because TitleMax received payments from within

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Pennsylvania and maintained security interests in vehicles located in Pennsylvania. Id. at

239–40.

Second, having concluded that TitleMax’s conduct did not occur wholly outside

Pennsylvania, the court applied Pike balancing. Id. at 240–41. On the burden side, the

court noted that applying Pennsylvania’s usury laws to transactions with Pennsylvanians

placed TitleMax in “no different position than an in-state lender.” Id. at 240. On the benefit

side, the court noted that Pennsylvania had “a strong interest in prohibiting usury.” Id. at

241. The court ultimately concluded that applying Pennsylvania’s usury laws to TitleMax

furthered Pennsylvania’s interest in prohibiting usury and that “any burden on interstate

commerce from doing so [was], at most, incidental.” Id. Pennsylvania could therefore

“investigate and apply its usury laws to TitleMax without violating the Commerce Clause.”

Id. Accordingly, the Third Circuit reversed and directed the district court to enter judgment

for the Department. Id.

After the Third Circuit’s ruling, the Commonwealth Court granted the Department’s

petition to enforce the 2017 subpoena, ordering TitleMax to produce all responsive

documents. TitleMax complied.

D. The Department’s 2024 Subpoena

In 2024, the Department issued another investigative subpoena to TitleMax6 seeking

documents concerning loans and related activity involving Pennsylvania borrowers. The

The 2024 subpoena defined “TitleMax” to include “TitleMax of Delaware, Inc.,

TitleMax of Ohio, Inc., TitleMax of Virginia, Inc., TitleMax of South Carolina, Inc.,

TitleMax Funding, Inc., TMX Finance LLC, TMX Finance Corporate Services, Inc., CCFI

(Continued)

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subpoena invoked the Department’s investigative authority under the CDCA and LIPL.

The subpoena stated that the Department had information that TitleMax had made

automobile title loans to borrowers with Pennsylvania addresses during the relevant period.

The subpoena requested information for the period beginning August 23, 2017, and

continuing through the present. It sought loan or pawn documents between TitleMax and

any Pennsylvania consumer, including loan agreements, promissory notes, pawn tickets,

deferment agreements, Truth in Lending Act disclosures, and security agreements. It also

sought electronic payment records relating to Pennsylvania consumers and records

concerning repossessions of vehicles owned by Pennsylvania consumers.

E. The Department’s OSC and Enforcement Proceeding

Based on information retrieved from the 2017 subpoena, the Department’s

compliance office initiated a formal administrative enforcement proceeding by issuing an

order to show cause (the “OSC Proceeding”). The OSC named multiple TitleMax entities,

including TitleMax SC, as respondents and ordered TitleMax to show cause why the

Commission should not impose sanctions and remedies based on alleged violations of the

LIPL and CDCA. The OSC alleged that, from July 2008 through September 2017,

TitleMax entered into at least 5,270 title secured loan agreements with Pennsylvania

residents for loans of $50,000 or less at interest rates exceeding the LIPL’s 6% cap. It

alleged that those loan agreements carried interest rates as high as 720%.

Companies, LLC, and all successors or predecessors in interest, affiliates, subsidiaries, or

parent companies of any of the foregoing.” J.A. 062.

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It further alleged that TitleMax conducted loan-servicing activities in Pennsylvania,

including collecting payments, sending phone calls or text messages to borrowers residing

in Pennsylvania, and repossessing vehicles in Pennsylvania after default. The OSC alleged

that TitleMax was not, and had never been, licensed by the Department under the CDCA

or otherwise. The OSC further alleged that TitleMax recorded liens with the Pennsylvania

Department of Transportation on the vehicles associated with the title secured loans.

Based on those allegations, the OSC asserted 5,270 counts for violation of § 201(a)

of the LIPL. The compliance office requested a civil penalty of $10,000 per offense under

§ 505(b) of the LIPL. It also requested restitution for actual damages to aggrieved

Pennsylvania residents under § 506(c)(3) of the LIPL. Ultimately, the OSC proposed more

than $52.7 million in civil penalties.

The notice accompanying the OSC advised TitleMax that they could challenge the

OSC by filing a written answer and that failure to answer could waive their right to a

hearing and allow the Commission to enter a final order against them. After an answer,

TitleMax would be notified of the hearing examiner and, if a hearing were scheduled, the

date, time, and place of the hearing.

After a hearing examiner was designated, TitleMax answered the OSC and moved

to dismiss in the state agency proceedings. The motion to dismiss argued that the

Department lacked personal jurisdiction over TitleMax. The hearing examiner issued a

“Proposed Adjudication of Respondents’ Motion to Dismiss,” recommending denying the

motion to dismiss and concluding that Pennsylvania had jurisdiction over TitleMax.

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TitleMax then sought Commission review of the hearing examiner’s proposed

adjudication. First, TitleMax moved the hearing examiner to refer or certify the matter for

Commission review. After the hearing examiner denied certification, TitleMax filed a

direct appeal with the Commission. The Commission entered an order stating that the

matter was not properly before it under 1 PA. CODE § 35.190, which, as stated above,

allows interlocutory review in extraordinary circumstances where prompt decision by the

Commission is necessary to prevent detriment to the public interest. The order further

stated that the Commission would take no action at that time.7

After the Commission’s order, the state proceeding continued to an evidentiary

hearing. The hearing examiner held a three-day hearing at which the Department and

TitleMax presented their respective cases. At the time of briefing in this case, the parties

were engaged in post-hearing briefing, after which the hearing examiner was expected to

issue a proposed adjudication for Commission review.

F. TitleMax’s Federal Challenges to the Department’s Regulatory Activity

After the Department commenced the state proceeding, TitleMax SC and other

TitleMax entities filed six nearly identical complaints challenging the 2024 subpoena and

the OSC. TitleMax filed those complaints in six different federal courts: the District of

South Carolina, the Southern District of Ohio, the Western District of Virginia, the

TitleMax sought review of the Commission’s order in the Pennsylvania

Commonwealth Court. [Opening Br. at 19–20.] The Department opposed that effort and

took the position that the Commonwealth Court lacked appellate jurisdiction before final

agency action. [Id.] At the time of appellate briefing and argument, that petition for review

remained pending. [Response Br. at 29.]

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Southern District of Georgia, the District of Delaware, and the Northern District of Texas.

The complaints all raised similar constitutional challenges and sought to enjoin the state

proceeding by alleging that the state proceeding violated the Dormant Commerce Clause,

the Due Process Clause of the Fourteenth Amendment, the Full Faith and Credit Clause,

and the Equal Protection Clause of the Fourteenth Amendment.

As relevant here, TitleMax’s principal theory arises under the Dormant Commerce

Clause, which limits the authority of states to enact legislation affecting interstate

commerce. TitleMax principally argues that the Department is attempting to regulate

commerce occurring wholly outside Pennsylvania by applying Pennsylvania’s usury laws

to loans originated in South Carolina. TitleMax also argues that applying Pennsylvania

law would impermissibly burden interstate commerce.

The Department moved to dismiss each federal action on Younger abstention

grounds and for lack of personal jurisdiction. Younger abstention is the doctrine under

which federal courts may decline to interfere with certain ongoing state proceedings. See

Younger v. Harris, 401 U.S. 37 (1971). The Department also sought to transfer the related

actions to the Middle District of Pennsylvania. The Southern District of Georgia, Southern

District of Ohio, District of Delaware, and Western District of Virginia transferred their

respective actions to the Middle District of Pennsylvania.

The Northern District of Texas was the first federal court to dismiss one of the

related actions. TMX Fin. Corp. Servs., Inc. v. Spicher, No. 24-cv-2054, 2024 WL

4995580, at *1 (N.D. Tex. Dec. 5, 2024). The Fifth Circuit affirmed that dismissal, holding

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that Younger abstention was appropriate. TMX Fin. Corp. Servs., Inc. v. Spicher, No. 24-11087, 2026 WL 74504, at *1–3 (5th Cir. Jan. 9, 2026).

The Middle District of Pennsylvania also dismissed the transferred Georgia, Ohio,

Virginia, and Delaware actions, citing Younger abstention. TMX Fin. LLC v. Spicher, 2025

WL 221798, at *1 (M.D. Pa. Jan 16, 2025). The Third Circuit affirmed the district court’s

dismissal under Younger abstention. TitleMax of Va., Inc. v. Sec’y Pa. Dep’t of Banking

& Sec., No. 25-1137, 2026 WL 49584, at *1–5 (3d Cir. Jan. 7, 2026).

In this case, the Department moved to dismiss the complaint on three grounds. First,

it argued that the district court should abstain under Younger. Second, it argued that the

district court lacked personal jurisdiction over the Department. Third, after the Texas and

Pennsylvania district courts dismissed the related actions, the Department argued that issue

preclusion, a legal doctrine that prevents a party or its privy from relitigating an issue

already decided in a prior proceeding, barred TitleMax SC from relitigating whether

Younger abstention was appropriate.

The district court granted the Department’s motion to dismiss. The district court

declined to address the Department’s personal jurisdiction argument because dismissal was

required even assuming personal jurisdiction existed. It first dismissed TitleMax SC’s

claims challenging the 2024 subpoena as unripe. The district court reasoned that the 2024

subpoena was not self-executing, had not been enforced against TitleMax SC, and would

require a future court order before enforcement. The district court then held that TitleMax

SC’s OSC-related claims were barred by issue preclusion because the Texas and

Pennsylvania federal courts had already decided that Younger abstention applied to the

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state proceeding. In doing so, the district court found that TitleMax SC was in privity with

other TitleMax affiliates for purposes of issue preclusion. In the alternative, the district

court found that Younger abstention independently required dismissal of the OSC-related

claims. Ultimately, the district court dismissed the entire complaint with prejudice and

denied all pending motions as moot.

TitleMax SC now appeals the district court’s order. For the reasons explained

below, we affirm the dismissal of TitleMax SC’s claims challenging the OSC under

Younger abstention and affirm the dismissal of TitleMax SC’s claims challenging the 2024

subpoena on ripeness grounds. Because those grounds fully resolve this appeal, we need

not address the district court’s alternative ruling that issue preclusion also barred TitleMax

SC’s OSC-related claims.

II. Younger Abstention and the OSC Proceeding

We review the district court’s ultimate decision to abstain for abuse of discretion,

New Beckley Mining Corp. v. International Union, United Mine Workers, 946 F.2d 1072,

1074 (4th Cir. 1991), but we review de novo whether the basic requirements for abstention

are satisfied, VonRosenberg v. Lawrence, 781 F.3d 731, 734 (4th Cir. 2015) (citing Myles

Lumber Co. v. CNA Fin. Corp., 233 F.3d 821, 823 (4th Cir. 2000)).

Younger abstention expresses “the ‘national policy forbidding federal courts to stay

or enjoin pending state court proceedings except under special circumstances.’ ” Robinson

v. Thomas, 885 F.3d 278, 285 (4th Cir. 2017) (quoting Younger, 401 U.S. at 41). This

“flavor of abstention is based on two deep-rooted concepts.” Erie Ins. Exch. v. Md. Ins.

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Admin., 105 F.4th 145, 149 (4th Cir. 2024). The first is traditional equity practice, which

establishes that “courts of equity should not act” to restrain another proceeding “when the

moving party has an adequate remedy at law and will not suffer irreparable injury if denied

equitable relief.” Younger, 401 U.S. at 43–44. The second and “even more vital

consideration” is “the notion of ‘comity,’ ” including the “belief that the National

Government will fare best if the States and their institutions are left free to perform their

separate functions in their separate ways.” Id. at 44. This comity principle rests, in part,

on the premise that “ ‘state courts are fully competent to decide issues of federal law.[]’ ”

Harper v. Pub. Serv. Comm’n of W. Va., 396 F.3d 348, 355 (4th Cir. 2005) (quoting

Richmond, Fredericksburg & Potomac R.R. Co. v. Forst, 4 F.3d 244, 251 (4th Cir. 1993)).

But like all abstention doctrines, Younger abstention “is an exception to the general

rule that federal courts must decide cases over which they have jurisdiction.” Air Evac

EMS, Inc. v. McVey, 37 F.4th 89, 96 (4th Cir. 2022). A court therefore may abstain under

Younger only after determining that the state proceeding satisfies the doctrine’s two

threshold requirements and that no exception permits federal intervention. See Air Evac,

37 F.4th at 95–96.

To determine whether Younger abstention applies, the court first must determine

whether the ongoing state proceeding falls within one of “three exceptional” categories:

(1) state criminal prosecutions, (2) quasi-criminal civil enforcement proceedings, and (3)

civil proceedings involving certain orders uniquely in furtherance of the state court’s ability

to perform their judicial functions. Sprint Commc’ns, Inc. v. Jacobs, 571 U.S. 69, 78–79

(2013). If the state proceeding falls within one of these three Sprint categories, courts must

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then consider the “additional factors” identified in Middlesex County. Ethics Committee v.

Garden State Bar Ass’n, 457 U.S. 423, 432 (1982), commonly known as the Middlesex

factors. Sprint, 571 U.S. at 81. The three Middlesex factors ask (1) whether ongoing state

proceedings are judicial in nature; (2) whether the state proceedings implicate important

state interests; and (3) whether the state proceedings provide an adequate opportunity to

raise the federal claims. Middlesex, 457 U.S. at 432 (1982). Finally, even when both the

Sprint and Middlesex steps are satisfied, the court must determine whether one of

Younger’s three exceptions to the court’s duty to abstain applies: “(1) ‘bad faith or

harassment’ by state officials responsible for the prosecution; (2) a statute that is ‘flagrantly

and patently violative of express constitutional prohibitions’; and (3) other ‘extraordinary

circumstances’ or ‘unusual situations.’ ” Air Evac, 37 F.4th at 96 (quoting Younger 401

U.S. at 49–54).

Our analysis here follows that sequence. We first ask whether the OSC Proceeding

falls within one of the exceptional categories identified in Sprint. We next consider

whether the Middlesex factors are satisfied. Finally, we address whether any exceptions to

Younger permit federal intervention.

A. Sprint Categories

The first and third Sprint categories do not accommodate the OSC Proceeding. The

OSC Proceeding is civil, not criminal, and it did not touch on a state court’s ability to

perform its judicial function. See Sprint, 571 U.S. at 79–80. The OSC Proceeding therefore

can only arguably fall under the second Sprint category, quasi-criminal civil enforcement

proceedings.

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A proceeding falls in this category if it is “akin to a criminal prosecution” in

“important respects.” Id. at 79 (quoting Huffman v. Pursue, Ltd., 420 U.S. 592, 604

(1975)). Such proceedings “are characteristically initiated to sanction the federal plaintiff,

i.e. the party challenging the state action, for some wrongful act.” Id. The state actor

involved in the proceeding is “routinely a party to the state proceeding and often initiates

the action.” Id. And “[i]nvestigations are commonly involved, often culminating in the

filing of a formal complaint or charges.” Id. at 79–80. In other words, a proceeding is

quasi-criminal if (1) “the proceeding was initiated by the state in its sovereign capacity”;

(2) “the proceeding sought to sanction the federal plaintiff for a violation of a legal right or

duty”; and (3) “the proceeding has another striking similarity with a criminal prosecution,

such as by beginning with a preliminary investigation that culminates with the filing of

formal charges or by the state’s ability to sanction the federal plaintiff’s conduct through a

criminal prosecution.” Borowski v. Kean Univ., 68 F.4th 844, 851 (3d Cir. 2023) (citing

Smith & Wesson Brands, Inc. v. Att’y Gen. of N.J., 27 F.4th 886, 891 (3d Cir. 2022)).

The OSC Proceeding satisfies those requirements. First, the Department initiated

the OSC Proceeding in Pennsylvania’s sovereign capacity. The OSC was issued by the

Department’s compliance office, and it invoked the Department’s statutory authority to

enforce Pennsylvania’s lending laws. J.A. 048, 052, 055. Second, the OSC Proceeding

seeks to sanction TitleMax SC for alleged violations of Pennsylvania law. The OSC seeks

to determine whether TitleMax violated the LIPL and CDCA and whether the proposed

sanctions and remedies should be imposed. J.A. 052. It alleges that TitleMax entered into

thousands of loan agreements with Pennsylvania borrowers at interest rates exceeding the

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interest rate caps. J.A. 054–55. And it requests a civil penalty of $10,000 per offense, as

well as restitution for aggrieved Pennsylvania residents, for the alleged statutory violations.

J.A. 055. Third, the OSC Proceeding followed an investigation and culminated in formal

charges. The Department’s 2017 subpoena was an investigative subpoena and was issued

under statutory authority permitting the Department to investigate potential violations of

the LIPL and CDCA. J.A. 142–43. After that investigation, the Department issued the

OSC, which set forth 5,270 counts alleging violations of the LIPL and requested civil

penalties and restitution. J.A. 054–55. That sequence—investigation, formal

administrative charges, and requested sanctions—is the kind of quasi-criminal civil

enforcement proceeding Sprint describes.

B. Middlesex Factors

Now that we’ve determined that the OSC Proceeding falls into the second Sprint

category, we must now determine whether the OSC Proceeding satisfies the Middlesex

factors. To satisfy the Middlesex factors, the OSC Proceeding must (1) be ongoing and

judicial; (2) implicate important state interests; and (3) provide an adequate opportunity to

raise constitutional challenges. 457 U.S. at 432. We hold that the OSC Proceeding satisfies

each factor.

1. Ongoing and Judicial

The first Middlesex factor asks whether the state proceeding is “ongoing” and

“judicial in nature.” Id. at 432–34. A state proceeding is ongoing for Younger purposes if

it was pending before the federal action was filed. See PDX N., Inc. v. Comm’r N.J. Dep’t

of Lab & Workforce Dev., 978 F.3d 871, 885 (3d Cir. 2020); Baran v. Port of Beaumont

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Nav. Dist., 57 F.3d 436, 441 (5th Cir. 1995). And a proceeding is judicial in nature when

it “investigates, declares, and enforces liabilities” based on “present or past facts” and

existing law. Allstate Ins. Co. v. W. Va. State Bar, 233 F.3d 813, 817 (4th Cir. 2000)

(quoting D.C. Ct. App. v. Feldman, 460 U.S. 462, 477 (1983)). “ ‘[P]roceedings may be

judicial in nature if,’ for example, judicial review is available, ‘they are initiated by a

complaint, adjudicative in nature, governed by court rules or rules of procedure, or employ

legal burdens of proof.’ ” Altice USA, Inc. v. N.J. Bd. of Pub. Utils., 26 F.4th 571, 579 (3d

Cir. 2022) (quoting Kendall v. Russell, 572 F.3d 126, 131 (3d Cir. 2009)). Administrative

enforcement proceedings may satisfy this requirement where they are adjudicatory and

subject to state court review. See, e.g., Air Evac, 37 F.4th at 97; Erie Ins. Exch., 105 F.4th

at 147–49.

Here, the OSC Proceeding was ongoing because the Department issued the OSC

before TitleMax SC filed this federal action. J.A. 048; J.A. 011. The OSC Proceeding is

judicial in nature because it was initiated by a formal pleading, the OSC. J.A. 048–55.

Additionally, TitleMax SC has a right to challenge the OSC’s allegations. Id. Moreover,

the OSC Proceeding is governed by a comprehensive set of rules and is subject to judicial

review. See 1 PA. CODE §§ 31.1-35.251; 2 PA. CONS. STAT. § 702.

Thus, the first Middlesex factor is satisfied.

2. Important State Interest

The second Middlesex factor asks whether the state proceeding implicates important

state interests. Middlesex, 457 U.S. at 432. The second factor reflects Younger’s concern

with comity and respect for state functions. See id.; Pennzoil Co. v. Texaco Inc., 481 U.S.

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1, 11 (1987) (finding abstention proper “if the State’s interests in the proceeding are so

important that exercise of the federal judicial power would disregard the comity between

the States and the National Government”). It asks whether the state is using its own judicial

or administrative processes to vindicate “important state interests.” See Ohio Civil Rights

Comm’n v. Dayton Christian Sch., Inc., 477 U.S. 619, 627 (1986) (“We have also applied

[Younger] to state administrative proceedings in which important state interests are

vindicated[.]”). State interests are important where the proceeding concerns matters that

“implicate[] the sovereignty and dignity of a state” and fall within traditional areas of state

authority. Harper, 396 F.3d at 354. Those interests include the State’s administration of

its courts, regulation of professions, protection of family and public welfare, control of land

use and local affairs, and enforcement of laws governing conduct within the State. Id. The

inquiry focuses on “the importance of the generic proceedings to the State,” not the State’s

interest in prevailing in the particular case. New Orleans Pub. Serv., Inc. (NOPSI) v.

Council of City of New Orleans, 491 U.S. 350, 365 (1989).

Constitutional challenges to state actions may “call into question the legitimacy of

the State’s interest in its proceedings reviewing or enforcing that action.” Id. But “the

mere assertion of a substantial constitutional challenge to state action will not alone compel

the exercise of federal jurisdiction.” Id. That is because constitutional questions “generally

can be resolved by state courts”; in fact, Younger rests on the premise that “ ‘state courts

are fully competent to decide issues of federal law.[]’ ” Harper, 396 F.3d at 355 (quoting

Forst, 4 F.3d at 251).

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That principle has particular force when the federal constitutional claim itself does

not implicate the allocation of authority among sovereigns. See id. In that setting, there is

“no disrespect to federal-state relations” or comity in allowing state courts to decide the

federal question. Id. Dormant Commerce Clause challenges, however, require closer

attention because the Dormant Commerce Clause is concerned with the allocation of

authority among sovereigns. See id. Specifically, the Dormant Commerce Clause seeks

to protect the national market by limiting state laws that directly regulate, discriminate

against, or unduly burden interstate commerce. N. Va. Hemp & Agric., LLC v. Virginia,

125 F.4th 472, 496–97 (4th Cir. 2025). A state proceeding that affects interstate commerce

may affect other states and the national government in a way that ordinary constitutional

challenges do not and therefore require special consideration under Younger. See Harper,

396 F.3d at 355.

In Harper v. Public Service Commission, the court declined to abstain under

Younger because the West Virginia proceeding in that case “squarely implicate[d] the

Commerce Clause.” Id. at 357. West Virginia required an Ohio waste hauler to obtain a

certificate of convenience and necessity before serving West Virginia customers. Id. at

350. The certificate could not issue unless existing haulers were not already “adequately

serving the same territory.” Id. (quoting W. Va. Code Ann. § 24A-2-5(a) (2004)). The

challenged system therefore protected incumbent providers from competition and

restricted market entry by out-of-state haulers. Id. at 350–51. The court rejected West

Virginia’s broad characterization of its interest as protecting health and welfare, stating

that the challenged requirement did not concern the “improper disposal of solid waste.” Id.

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at 355. To the court, the challenged requirement concerned who has the right to contract

with West Virginia customers to remove waste, and therefore, the actual state interest was

“limiting interstate access to the waste removal market.” Id.

That characterization changed the Younger analysis. “Because the interest advanced

[by West Virginia was] one that by its very nature serve[d] to impede interstate commerce,”

the court found it necessary to “evaluate the effect of the [D]ormant Commerce Clause

upon the decision to abstain.” Id. The court explained that “[t]he commerce power plays

a role in abstention analysis quite different from many of the other provisions of the

Constitution” because the Dormant Commerce Clause “implicates interstate interests” and

protects the national market from state-imposed barriers to trade. Id. The court found the

interest in preventing the states from “balkanizing into separate economic units” as “a

peculiarly national interest.” Id. Given that strong federal interest, and because West

Virginia’s asserted interest directly conflicted with it, the court concluded that the state’s

interest was “more limited,” id. at 356, and insufficient to support abstention, see id.

(quoting Envtl. Tech. Council v. Sierra Club, 98 F.3d 774, 786 (4th Cir. 1996)).

Central to the court’s decision was Medigen of Kentucky, Inc. v. Public Service

Commission, 985 F.2d 164 (4th Cir. 1993), where the court held that materially similar

West Virginia restrictions on interstate waste transportation were unconstitutional under

the Dormant Commerce Clause. Harper, 396 F.3d at 350–51, 356–57. The court in

Harper specifically noted that “West Virginia’s interest, in light of our decision in

Medigen, could not be sufficiently strong to require abstention.” Id. at 357. The court

further noted that, even though Medigen was not an abstention case, Medigen should have

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made clear to the parties that the federal interest outweighs the state’s interest in restricting

market entry for Younger purposes. Id. (“We there made clear that state action ‘restricting

market entry,’ Medigen, 985 F.2d at 167—the interest at stake here—was suspect.

Although Medigen was not primarily an abstention case, its balancing of state interests

similar to those raised here should have put the parties on notice of the Younger analysis

that we have detailed above.”).

Despite the Harper court’s detailed discussion of the appellant’s Dormant

Commerce Clause claim, it did not require courts to decide the merits of the underlying

claim before applying Younger. See id. at 355; see also PDX, 978 F.3d at 885 (“Even

assuming [the appellant] is correct about the merits of its claims, we do not consider the

merits ‘when we inquire into the substantiality of the State’s interest in its proceedings.’ ”

(quoting O’Neill v. City of Philadelphia, 32 F.3d 785, 791–92 (3d Cir. 1994))). The court

in fact stated that it did not “reach the merits of the underlying claim.” Harper, 396 F.3d

at 355. Rather, as just discussed, the court looked to the nature of the state’s interest and

to existing Commerce Clause precedent to determine whether the interest was important

enough to justify abstention. See id. at 355–57.

We do the same here, and both considerations countenance abstention.

First, we address the nature of Pennsylvania’s interest. Pennsylvania seeks to

enforce generally applicable usury and consumer-credit laws against alleged lending

activity involving Pennsylvania residents. J.A. 055; J.A. 653. The OSC alleges that

TitleMax entered into 5,270 consumer loan agreements with Pennsylvania residents, took

security interests in borrowers’ vehicles, recorded liens with the Pennsylvania Department

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of Transportation, and repossessed vehicles in Pennsylvania after default. J.A. 653. The

OSC seeks a civil penalty of $10,000 per offense and restitution for aggrieved Pennsylvania

residents. J.A. 055. The proceeding therefore implicates Pennsylvania’s important interest

in protecting its residents from usurious lending. See Weissmann, 24 F.4th at 241.

This interest does not, “by its very nature,” impede interstate commerce. Harper,

396 F.3d at 355. Pennsylvania’s usury laws do not reserve a market for Pennsylvania

lenders or burden out-of-state lenders because they are out-of-state. See Weissmann, 24

F.4th at 240–41. They apply evenhandedly to in-state and out-of-state lenders transacting

with Pennsylvania borrowers. Id. As TitleMax of Delaware, Inc. v. Weissmann explained,

applying those laws to transactions with Pennsylvania borrowers places TitleMax in “no

different position than an in-state lender.” Id. at 240. And the OSC Proceeding does not

seek to regulate commerce occurring wholly outside Pennsylvania. It concerns lending

activity allegedly connected to Pennsylvania borrowers, Pennsylvania vehicle collateral,

Pennsylvania liens, payments from Pennsylvania, and repossessions in Pennsylvania. J.A.

054–55; J.A. 653. That is different than in Harper, where West Virginia’s interest was, in

substance, “limiting interstate access” to a market. 396 F.3d at 355. Pennsylvania’s

asserted interest therefore falls within the traditional state interest in enforcing laws

governing conduct connected to the state.

Second, no existing Commerce Clause precedent in this circuit precludes

Pennsylvania’s interest from being “sufficiently strong to require abstention.” Harper, 396

F.3d at 357. And although we do not address the merits of TitleMax SC’s Dormant

Commerce Clause claim, the Third Circuit in Weissman did not suggest this state interest

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was “suspect.” Id. The Third Circuit in Weissmann considered Pennsylvania’s application

of the LIPL and CDCA to TitleMax’s Pennsylvania conduct and rejected TitleMax’s

Dormant Commerce Clause challenge. See 24 F.4th at 239–41. In its Pike analysis,

Weissmann recognized Pennsylvania’s strong local interest in protecting its residents from

usurious lending. Id. at 241. Neither Weissman nor any precedent from this circuit

“ma[kes] clear” that Pennsylvania’s asserted interest is the kind of market-excluding or

protectionist interest that was “more limited” in Harper.8 Harper, 396 F.3d at 356, 357.

Accordingly, the second Middlesex factor is satisfied.

3. Adequate Opportunity to Raise Constitutional Challenges

The third Middlesex factor asks whether the state proceeding affords the federal

plaintiff an adequate opportunity to raise its federal claims. Middlesex, 457 U.S. at 432.

Midwest Title Loans, Inc. v. Mills, 593 F.3d 660, 669 (7th Cir. 2010), does not

alter that conclusion. In Midwest, the Seventh Circuit held that Indiana could not apply its

consumer credit law to title loans made by an Illinois lender to Indiana residents because

doing so directly regulated commercial activity occurring in Illinois. Midwest, 593 F.3d at

669. Midwest was an Illinois title lender that made loans to Indiana residents only at its

Illinois offices. Id. at 662–63. A borrower would receive a cashier’s check drawn on an

Illinois bank, be handed over car keys in Illinois, and make payments to the lender in

Illinois. Id. at 662–63, 668–69. But the loans had Indiana connections. Id. at 663.

Midwest recorded its liens with Indiana motor vehicle authorities, repossessions occurred

in Indiana, the repossessed vehicles were auctioned in Indiana, and Midwest advertised to

Indiana residents. Id. at 663. The court nevertheless reasoned that those connections did

not permit Indiana to regulate the loans because the contracts were “made and executed in

Illinois,” and Indiana’s law interfered with “commercial activity that occurred in another

state.” Id. at 668–69.

At the same time, the Seventh Circuit acknowledged that Indiana had “a colorable

interest in protecting its residents from the type of loan that Midwest purveys.” Id. at 664.

Midwest therefore does not change our Younger analysis. That case does not provide the

precedential rejection of state interests that made abstention inappropriate in Harper.

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Abstention is not “appropriate” where “state law clearly bars” a litigant from bringing

constitutional claims, Nivens v. Gilchrist, 444 F.3d 237, 246 (4th Cir. 2006), or functionally

bars meaningful consideration of a federal plaintiff’s claims for relief, Jonathan R. by

Dixon v. Justice, 41 F.4th 316, 335–39 (4th Cir. 2022). To provide an adequate opportunity

to raise federal constitutional challenges, there must be a procedure for the relevant state

adjudicator to consider and resolve those claims. Middlesex, 457 U.S. at 435. “It is

sufficient under Middlesex . . . that constitutional claims may be raised in state-court

judicial review of the administrative proceeding.” Dayton Christian Sch., 477 U.S. at 629.

TitleMax SC has not shown that Pennsylvania law “clearly bars” it from raising its

federal claims in the OSC Proceeding. The Pennsylvania Rules of Administrative Practice

and Procedure permit written motions “at any time,” 1 PA. CODE § 35.178, and allow

rulings on motions before a hearing, id. § 35.180(a). Pennsylvania law also provides

judicial review after final agency action. 2 PA. CONS. STAT. § 702 (“Any person aggrieved

by an adjudication of a Commonwealth agency who has direct interest in such adjudication

shall have the right to appeal therefrom to the court vested with jurisdiction of such appeals

by or pursuant to Title 42 (relating to judiciary and judicial procedure).”). Those

procedures give TitleMax SC an adequate opportunity to present its constitutional

objections in the OSC Proceeding and, if necessary, raise them on judicial review of a final

agency adjudication.

The record confirms that TitleMax SC has availed itself, and continues to avail

itself, of this process. The OSC advised TitleMax that it could challenge the OSC’s

allegations by filing an answer. J.A. 049–50. After an answer, the matter would proceed

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through the administrative hearing process. Id. TitleMax filed an answer and moved to

dismiss in the administrative proceeding, arguing that Pennsylvania lacked personal

jurisdiction over TitleMax. J.A. 641–43; J.A. 714–15. The hearing examiner issued a

proposed adjudication recommending denial of that motion. J.A. 641–42; J.A. 714–15.

TitleMax then sought Commission review. J.A. 641–42. The Commission concluded that

the matter was not properly before it for interlocutory review and stated that it would take

no action at that time. J.A. 649. That interlocutory ruling meant that TitleMax SC could

not obtain immediate Commission review before the administrative proceeding ran its

course, but it did not prevent TitleMax SC from preserving its objections in the OSC

Proceeding or from seeking judicial review after final agency action.

TitleMax SC responds that it has not received an adequate opportunity to raise

constitutional challenges because Pennsylvania did not give it a final pre-hearing ruling on

its personal jurisdiction defense. Appellant’s Br. (ECF No. 21) at 49–539 (hereinafter

“Opening Br.”). In its view, personal jurisdiction is a threshold constitutional limit on the

Department’s authority, such that the defense should be finally resolved before TitleMax

SC was required to participate in the OSC merits hearing. Id. at 50–51.

But that argument demands more than Middlesex requires, which, as discussed

above, only asks whether the state proceeding allows a competent adjudicator to consider

and resolve constitutional claims. See Erie Ins. Exch., 105 F.4th at 151 (“What matters is

that [the federal plaintiff] will have the chance to make its arguments to the hearing officer

Page numbers for citations to ECF documents utilize the page numbers in the red

header on each document.

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and later (if necessary) to the ‘presumptively competent’ Maryland state courts . . . . That

is all Younger demands.”). Even in federal courts, the denial of a motion to dismiss for

lack of personal jurisdiction is ordinarily not immediately appealable as of right. Rux v.

Republic of Sudan, 461 F.3d 461, 474–75 (4th Cir. 2006). Absent narrow exceptions, a

party whose personal jurisdiction motion is denied must litigate to final judgment before

seeking appellate review. See 28 U.S.C. §§ 1291, 1292(b). Requiring TitleMax SC to

proceed to its merits hearing while preserving its jurisdictional objection therefore does

not, by itself, make Pennsylvania’s process inadequate.

Because TitleMax SC can raise its constitutional objections in the OSC Proceeding

and, if necessary, on judicial review of a final agency adjudication, the third Middlesex

factor is satisfied.

C. Exceptions to Younger’s Duty to Abstain

Having determined that the OSC Proceeding falls within Sprint’s civil enforcement

category and satisfies all three Middlesex factors, we next consider whether any of

Younger’s narrow exceptions apply. There are “three exceptions to the court’s duty to

abstain: (1) ‘bad faith or harassment’ by state officials responsible for the prosecution; (2)

a statute that is ‘flagrantly and patently violative of express constitutional prohibitions; and

(3) other ‘extraordinary circumstances’ or ‘unusual situations.’” Air Evac, 37 F.4th at 96

(quoting Younger, 401 U.S. at 49–54). Additionally, Younger abstention is unwarranted

when a federal plaintiff seeks relief that is “wholly prospective” and not “designed to annul

the results of a state [proceeding].” Wooley v. Maynard, 430 U.S. 705, 711 (1977).

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TitleMax SC invokes two exceptions. It argues that the Department acted in bad

faith, Opening Br. at 53–55, and that some of its requested relief is wholly prospective,

Reply Br. (ECF No. 34) at 12–13. Neither argument succeeds.

1. Bad Faith

The bad faith exception only applies in cases involving “proven harassment” or

proceedings brought “without hope” of success. Perez v. Ledesma, 401 U.S. 82, 85 (1971).

TitleMax SC argues that the Department’s attempt at enforcing the LIPL and CDCA

against TitleMax SC without allowing an adequate opportunity for raising constitutional

claims constitutes bad faith. TitleMax SC takes particular issue with its inability to obtain

a final ruling on its personal jurisdiction defense before the OSC merits hearing. But that

argument identifies, at most, a dispute about interlocutory procedure and the timing of

review. It does not show harassment or a proceeding brought without hope of success.

The record shows that the hearing examiner and the Commission followed

Pennsylvania’s administrative process. As discussed above, Pennsylvania’s rules permit

parties to file written motions “at any time,” 1 PA. CODE § 35.178, and allow the presiding

officer to issue rulings on motions, id. § 35.180. They also permit interlocutory appeals

from presiding-officer rulings only in limited circumstances, including when the presiding

officer certifies that the ruling involves an important question of law requiring immediate

review, or when the agency head allows interlocutory review. Id. § 35.190(a), (c).

Consistent with that framework, the hearing examiner issued a proposed adjudication on

TitleMax SC’s motion to dismiss, TitleMax SC sought Commission review, and the

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Commission concluded that the matter was not properly before it for interlocutory review

and would take no action at that time. J.A. 641–49.

Additionally, the Department’s enforcement theory is not hopeless. The

Department began investigating TitleMax in 2017, when it issued an investigative

subpoena seeking records concerning loans made to Pennsylvania consumers. J.A. 025.

After litigation over that subpoena, the Third Circuit held that Pennsylvania could

investigate and apply its usury laws to TitleMax’s Pennsylvania-related lending activity

without violating the Commerce Clause. Weissmann, 24 F.4th at 241. The Commonwealth

Court then enforced the subpoena, and TitleMax eventually complied. J.A. 026–27; J.A.

088.

After that investigation, the Department issued the OSC. The OSC alleged that

TitleMax entered into 5,270 title-secured loan agreements with Pennsylvania residents for

loans of $50,000 or less at interest rates exceeding the LIPL’s 6% interest rate cap, with

rates as high as 720%. J.A. 054. It further alleged that TitleMax engaged in loan activities

in Pennsylvania. J.A. 054–55. Based on those allegations, the Department sought civil

penalties and restitution and began administrative enforcement proceedings. J.A. 055.

Those allegations and the investigative history defeat TitleMax SC’s bad-faith

theory. The Department did not initiate the OSC Proceeding without prior notice. It

proceeded after an investigative subpoena, subpoena-related litigation, production of

responsive documents, and a Third Circuit decision confirming that Pennsylvania had

authority to investigate and apply its usury laws to TitleMax’s conduct in Pennsylvania.

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Given that history, TitleMax SC’s disagreement with the Department’s jurisdictional and

substantive theories does not establish that the OSC Proceeding was brought in bad faith.

2. Wholly Prospective

Relief is wholly prospective only when it is “in no way designed to annul the results

of a state [proceeding].” Wooley, 430 U.S. at 711. The exception therefore applies only

when the requested federal relief would not interfere with any pending state proceeding.

See id. Accordingly, requested relief is not wholly prospective if it would invalidate, halt,

or circumvent an ongoing state adjudication. Laurel Sand & Gravel, Inc. v. Wilson, 519

F.3d 156, 166–67 (4th Cir. 2008). The exception therefore turns on practical interference,

not on how the requested relief is labeled. See TitleMax of Va., 2026 WL 49584, at *4.

(“A federal-court order that prohibits the Department from regulating TitleMax in the

future could interfere with the determination in the state proceeding of whether the

Department may regulate TitleMax’s identical past conduct—and not just by ‘providing

persuasive authority,’ as TitleMax says.”). That means even requests aimed at future state

action are not wholly prospective if ruling on the future state action would affect or

interfere with a pending state proceeding. See id.

This exception does not apply because TitleMax SC’s requests related to future

proceedings would interfere with the current, ongoing OSC Proceeding. The complaint

seeks a declaration barring “any further action on the Order to Show Cause,” an injunction

prohibiting the Department from “enforcing the Order to Show Cause,” and an injunction

barring the Department from initiating any action “to enforce the June 2024 Subpoena, to

enforce the Order to Show Cause, or to further regulate TitleMax of South Carolina’s

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business practices.” J.A. 046. TitleMax SC’s arguments related to that future regulation

mirror its arguments related to the OSC Proceeding, which generally claim the Department

may not enforce Pennsylvania usury laws against TitleMax SC for various constitutional

reasons. J.A. 012–14; J.A. 037–41; J.A. 045–46. Accordingly, a federal ruling on the

future regulation request would affect the ongoing OSC Proceeding because it would

decide whether the Department may regulate the same business practices at issue there.

The requested relief therefore is not wholly prospective.

* * *

Because the OSC Proceeding falls within Sprint’s civil-enforcement category,

satisfies each Middlesex factor, and presents no exception permitting federal intervention,

Younger abstention applies to TitleMax SC’s OSC-related claims.

III. Ripeness and the 2024 Subpoena

Where parties do not dispute relevant jurisdictional facts, we review a district

court’s dismissal based on ripeness de novo. Cooksey v. Futrell, 721 F.3d 226, 234 (4th

Cir. 2013) (citing Frank Krasner Enters. v. Montgomery Cnty., 401 F.3d 230, 234 (4th Cir.

2005)).

Ripeness and standing, two related justiciability doctrines that originate in Article

III’s case or controversy requirement, guide our analysis here. Trump v. New York, 592

U.S. 125, 131 (2020); South Carolina v. United States, 912 F.3d 720, 730 (4th Cir. 2019)

(“ ‘Analyzing ripeness is similar to determining whether a party has standing.’ ” (quoting

Miller v. Brown, 462 F.3d 312, 319 (4th Cir. 2006))). Standing requires a plaintiff to show

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“ ‘an injury that is concrete, particularized, and imminent rather than conjectural or

hypothetical.’ ” Trump, 592 U.S. at 131 (quoting Carney v. Adams, 592 U.S. 53, 58

(2020)). Ripeness likewise prevents courts from deciding claims that depend on

“ ‘contingent future events that may not occur as anticipated or indeed may not occur at

all.’ ” Id. (quoting Texas v. United States, 523 U.S. 296, 300 (1998)).

In the subpoena context, these doctrines require courts to distinguish between

injuries caused by the subpoena itself and injuries that depend on later enforcement of the

subpoena. See First Choice Women’s Res. Ctrs., Inc. v. Davenport, 146 S. Ct. 1114, 1121–

24 (2026). Pre-enforcement challenges to investigative subpoenas are generally premature

when the subpoena is non-self-executing and the recipient alleges only future injuries that

might arise if a court later enforces the subpoena. See, e.g., Wearly v. FTC, 616 F.2d 662,

667 (3d Cir. 1980) (finding issuance of non-self-executing subpoena alone did not place

subpoenaed party “on the horns of a dilemma” to either turn over the document or suffer

civil or criminal penalties and that the subpoenaed person was “free to await enforcement

proceedings, and at that time or thereafter, could have raised his objections”); Google, Inc.

v. Hood, 822 F.3d 212, 223 (5th Cir. 2016) (“[W]e cannot agree with [the state] that an

executive official’s service of a non-self-executing subpoena creates an ongoing state

judicial proceeding.”).

A plaintiff may proceed before enforcement, however, if the subpoena itself causes

an “actual or imminent” constitutional injury. First Choice, 146 S. Ct. at 1122. The

subpoena in First Choice Women’s Resources Centers, Inc. v. Davenport demanded private

donor information from a plaintiff, an advocacy organization. See id. at 1121. The plaintiff

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organization alleged that the issuance of the administrative subpoena had deterred donors

from associating with it, causing the organization “to suffer an actual and ongoing injury”

sufficient for standing purposes. Id. at 1122. The Supreme Court held that the plaintiff

had “established a present injury” because a demand for private donor information can

burden associational rights “when the [demand] is made and for as long as it remains

outstanding.” Id. at 1124. Important to the Court was that the allegations did not focus on

future injuries that the plaintiff might face if a court enforced the subpoena. Id. at 1128.

The 2024 subpoena here is non-self-executing. Under Pennsylvania law, if a person

disobeys a subpoena issued by the Department, “the Secretary of Banking may invoke the

aid of the courts,” and the court may then issue an order requiring compliance. 7 PA. CONS.

STAT. § 6212. Only if the person fails to obey that court order may the court punish the

failure as contempt. Id. The Department has not sought judicial enforcement of the 2024

subpoena. J.A. 744. TitleMax SC therefore faces no immediate sanction from the

subpoena itself.

TitleMax SC also has not alleged that the subpoena itself causes “actual or

imminent” constitutional injury. The 2024 subpoena seeks business records concerning

loans, electronic payments, repossessions, and loan information for borrowers with

Pennsylvania addresses. J.A. 060–64. TitleMax SC does not allege that the issuance of

the subpoena itself changed its business practices or otherwise inflicted a present injury.

TitleMax SC’s asserted injury instead rests on the premise that the Department may not

constitutionally enforce Pennsylvania’s usury laws against it. Therefore, unlike the

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subpoena in First Choice, the 2024 subpoena did not create a constitutional injury when

“it [was] made” or “for as long as it remains outstanding.” 146 S. Ct. at 1125.

Accordingly, TitleMax SC’s claims challenging the 2024 subpoena were properly

dismissed as unripe.

The dismissal of those claims, however, must be without prejudice. See, e.g.,

Scoggins v. Lee’s Crossing Homeowners Ass’n, 718 F.3d 262, 276 (4th Cir. 2013)

(remanding a claim to the district court with instructions to dismiss without prejudice

“because that claim is not ripe for judicial review”). The district court dismissed the 2024

subpoena claims for ripeness but entered judgment dismissing the complaint with

prejudice. J.A. 744; J.A. 760. We therefore affirm the dismissal of the 2024 subpoena

claims on ripeness grounds, vacate the judgment insofar as it dismissed those claims with

prejudice, and remand with instructions to dismiss those claims without prejudice.

IV. Conclusion

For these reasons, we affirm the dismissal of TitleMax SC’s OSC-related claims

under Younger abstention. We also affirm the dismissal of TitleMax SC’s claims

challenging the 2024 subpoena on ripeness grounds. Because those claims are not ripe,

however, they must be dismissed without prejudice. We therefore vacate the judgment

insofar as it dismissed the 2024 subpoena claims with prejudice and remand with

instructions to dismiss those claims without prejudice.

AFFIRMED IN PART, VACATED IN PART, AND

REMANDED WITH INSTRUCTIONS.

TitleMax of South Carolina, Inc. v. Wendy Spicher

Authorities cited

Opinion · public domain