[PUBLISH]


              IN THE UNITED STATES COURT OF APPEALS
                                                                FILED
                      FOR THE ELEVENTH CIRCUIT
                                                       U.S. COURT OF APPEALS
                                                         ELEVENTH CIRCUIT
                                                              11/15/99
                                No. 97-5654                THOMAS K. KAHN
                                                               CLERK
                     D.C. Docket No. 94-2031-CV-EBD

AGRIPOST, INC., a Florida Corporation,
AGRI-DADE, LTD., a Florida Limited Partnership,


                                                      Plaintiffs-Appellees,

     versus


MIAMI-DADE COUNTY, through its
Manager and Board of County Commissioners,

                                                      Defendant-Appellant.



                 Appeal from the United States District Court
                     for the Southern District of Florida


                            (November 15, 1999)


Before TJOFLAT and EDMONDSON, Circuit Judges, and KRAVITCH, Senior
Circuit Judge.

TJOFLAT, Circuit Judge:
       In 1987, the Board of Commissioners of Dade County, Florida, granted

Agripost, Inc. an unusual use zoning permit for the construction and operation of a

waste disposal facility. In 1991, the Dade County Zoning Appeals Board revoked the

permit. After an appellate panel of the Dade County Circuit Court affirmed the

revocation, and the Florida District Court of Appeal declined review, Agripost

brought this suit against Dade County, claiming that the revocation constituted a

taking without just compensation, in violation of                 the Fifth and Fourteenth

Amendments.1 The district court dismissed Agripost’s takings claim as unripe

because Agripost had failed to pursue Florida’s inverse-condemnation remedy. The

County now appeals,2 contending that the district court should have dismissed

Agripost’s takings claim under the Rooker-Feldman doctrine3 for want of subject

matter jurisdiction, or, alternatively, granted it summary judgment on the ground that



       1
         Agripost’s complaint contained several other claims based on the revocation
of Agripost’s permit. In its order dismissing Agripost’s taking claim as unripe, the
district court concluded that Agripost’s other claims were legally insufficient and
directed the entry of final judgment in the County’s favor on all claims. With the
exception of an equal protection claim, which we address in note 9 infra, none of these
other claims are before us or are germane to this appeal.
       2
           See infra part II.
       3
         The Rooker-Feldman doctrine derives from District of Columbia Court of Appeals v.
Feldman, 

, 

, 

(1983), and Rooker v. Fidelity Trust Co.,

, 

, 

(1923), and reserves to the United States Supreme Court
the authority to review final decisions from a state’s highest court. See also infra, note 6.

                                                2
principles of res judicata and collateral estoppel barred the claim. We agree with the

district court that Agripost’s takings claim was unripe. We therefore affirm its

dismissal of the suit.



                                                I.

       In 1986, Dade County’s Board of Commissioners (the “Board”) sought

proposals for the construction and operation of a waste disposal plant that would

create an environmentally safe, useful end product from the county’s solid waste.

Agripost submitted a proposal, which the Board subsequently accepted. Agripost

then leased a site for its facility.4 Because the site was zoned for agricultural use,

Agripost needed to obtain from the Board an unusual use zoning permit before it

could construct and operate the plant. Agripost therefore applied for such a permit.

On March 5, 1987, the Board approved Agripost’s application, but made its

approval subject to several conditions. One condition required Agripost to operate

its facility in accordance with the plot use plan to be devised by Agripost and

approved by the County’s Zoning Director. Another required Agripost to comply

       4
        Agripost’s plant would convert garbage to agricultural fertilizer by grinding
the garbage into small particles and then applying chemicals that enhanced the natural
decay of the resulting waste. The site that Agripost selected for this facility abutted
Dade County’s landfill and was near the County’s transfer station from which waste was distributed
to disposal facilities. Unfortunately, the site was located in a residential neighborhood and was
adjacent to an 800-student elementary school.

                                                3
with all “conditions and requirements”of Dade County’s Department of

Environmental Resource Management (“DERM”),5 which included specific

requirements for the storage of waste products, and that the facility not cause a

nuisance.6

       Agripost’s facility began operating in the fall of 1989, and soon thereafter,

area residents began complaining that finely ground waste particles were

emanating from the plant and that a vile stench covered the area. According to

officials from an adjacent elementary school, a “black, thick glue-like mold” was

covering nearly every surface of the school, and students and teachers alike were

developing various illnesses.

       In October 1990, DERM informed Agripost that its facility was creating a

nuisance; DERM alleged both that noxious odors were emanating from the plant,

and that Agripost was storing waste products in a manner contrary to the

conditions of its permit and in a location other than that prescribed by the plot use


       5
        DERM reviewed Agripost’s permit application and issued a memorandum
detailing a list of requirements that were in turn incorporated as conditions in the
Board’s resolution authorizing the unusual use zoning permit.
       6
        On July 7, 1987, Agripost and Dade County signed an agreement for the
construction and operation of the facility (the “Agreement”). The Agreement set out the
amount of waste that the County would deliver per week to Agripost and the compensation that
Agripost would receive for disposing of the waste. The Agreement also incorporated the
conditions that the Board had placed on its approval of the unusual use zoning permit.
                                             4
plan. The County’s Building and Zoning Department (“B&Z”) then initiated

procedures to revoke Agripost’s unusual use zoning permit; B&Z issued zoning

violation notices that alleged that Agripost had breached the conditions of its

permit, and requested a hearing before the Zoning Appeals Board (“ZAB”) to

determine whether the permit should be revoked. After a hearing on January 16,

1991, the ZAB concluded that Agripost had failed to comply with the conditions of

its unusual use permit, and therefore revoked it. The Board affirmed the ZAB’s

decision.

      Having exhausted its administrative remedies, Agripost appealed the

Board’s decision to a three-judge panel of the appellate division of the Dade

County Circuit Court (the “Circuit Court”). After reviewing the administrative

record, the court concluded that Agripost had failed to comply with the conditions

of its permit; the court therefore affirmed the revocation of Agripost’s permit. The

Florida District Court of Appeal thereafter denied Agripost’s petition for certiorari

review. See Agri-Dade, Ltd. v. Metropolitan Dade County, 

(Fla.

3d DCA 1992).

      On September 29, 1994, Agripost brought the present lawsuit against Dade

County in the United States District Court for the Southern District of Florida.

Agripost claimed that by revoking the permit, the Board, and therefore Dade


                                          5
County, deprived it of all economically viable use of its leasehold interest, of its

facility, and of its rights under the Agreement. Because the County had not

provided just compensation, Agripost contended, the permit revocation constituted

a taking in violation of the Fifth and Fourteenth Amendments.

      In response, Dade County, citing the Rooker-Feldman doctrine, which

reserves to the United States Supreme Court the authority to review final decisions

from a state’s highest court, moved the district court to dismiss Agripost’s takings

claim for lack of subject matter jurisdiction. According to the County, the Circuit

Court decided Agripost’s takings claim in affirming the revocation of Agripost’s

permit. The County moved alternatively for summary judgment on the grounds of

res judicata and collateral estoppel. It contended that (1) res judicata barred the

takings claim because the claim was either litigated or should have been litigated in

the Circuit Court proceeding, and (2) collateral estoppel barred the takings claim

because a factual issue essential to the takings claim was resolved against Agripost

in the Circuit Court.7


      7
        Although res judicata, collateral estoppel, and Rooker Feldman are separate
doctrines, they have a “close affinity” to one another. Valenti v. Mitchell, 

, 297 (3d Cir. 1992). In considering whether to give preclusive effect to state court
judgments, federal courts must apply the State’s law of collateral estoppel. See
Vasquez v. Metropolitan Dade County, 

, 1106 (11th Cir. 1992). Under
res judicata, a final judgment “bars a subsequent suit between the same parties based
upon the same cause of action and is conclusive as to all matters germane thereto that
                                           6
       The district court, on its own initiative and over Dade County’s objection,

dismissed as unripe Agripost’s takings claim, because Agripost had failed to

pursue the inverse-condemnation remedy that Florida provided to property owners

who, like Agripost, alleged that an administrative decision rendered their property

worthless. In the district court’s view, the Supreme Court’s decision in Williamson

County Regional Planning Commission v. Hamilton Bank, 

, 194-97,

, 3120-22, 

(1985), required Agripost to pursue

that remedy before it could make a Fifth Amendment takings claim.8




were or could have been raised.” Hoechst Celanese Corp. v. Fry, 

,
1006 n.9 (Fla. 3d DCA 1997). Collateral estoppel bars identical parties from
relitigating issues that were actually adjudicated in a prior proceeding. See Florida
Dep’t of Revenue v. Ferguson, 

, 922 (Fla. 2d DCA 1996). Under the
Rooker-Feldman doctrine only the United States Supreme Court has the authority to
review a final state court judgment that unambiguously disposes of a federal
constitutional claim. See Dale v. Moore, 

, 626 (11th Cir. 1997). The doctrine not
only bars review of claims that were actually litigated in state court, but also bars those that are
“inextricably intertwined” with the state court judgment. 

n.16. A federal claim is intertwined with the state court judgment “if the federal claim
succeeds only to the extent that the state court wrongly decided the issues before it.” Pennzoil Co.
v. Texaco, Inc. 

, 25, 

, 1533, 

(1987) (Marshall, J.,
concurring).
       8
        In Williamson, the Supreme Court noted that “[t]he Fifth Amendment does not
proscribe the taking of property; it proscribes taking without just compensation.”

, 105 S. Ct. at 3120. Thus, the Court concluded, if the
state has established a process for obtaining compensation, the property owner cannot
prosecute a takings claim under the Fifth and Fourteenth Amendments unless he
alleges that the state process is inadequate.
                                                 7
      In deciding that Agripost’s takings claim was not ripe, the district court

addressed the questions whether it should dismiss the claim for want of subject

matter jurisdiction under the Rooker-Feldman doctrine or, instead, entertain the

claim on the merits and reject it on grounds of res judicata and collateral estoppel.

Citing an exception to the Rooker-Feldman doctrine, the court concluded without

elaboration that that doctrine did not apply because Agripost “did not have a

reasonable opportunity to raise [its claim for compensation] before the Circuit

Court.” Similarly, the district court stated that res judicata and collateral estoppel

did not apply because Agripost’s appeal of the permit revocation to the Circuit

Court did not include a separate cause of action for inverse condemnation.9

      Although Dade County prevailed in the district court, it is Dade County, not

Agripost, that now appeals the district court’s judgment. Dade County asks that

we affirm the district court’s dismissal of Agripost’s takings claim, but that we do

so on grounds that the district court rejected – namely, that the claim is barred by

the Rooker-Feldman doctrine, res judicata, and collateral estoppel. We conclude

that the district court correctly determined that Agripost’s takings claim was

unripe. We therefore affirm its dismissal of the claim.


      9
        In reaching this conclusion, the district court effectively denied the County’s
motion for summary judgment based on the affirmative defenses of res judicata and
collateral estoppel.
                                           8
                                           II.

      As a threshold matter, we must determine whether Dade County has

standing to appeal the district court’s judgment. Because the district court

dismissed Agripost’s suit, the County was the prevailing party below. Ordinarily,

the prevailing party does not have standing to appeal because it is assumed that the

judgment has caused that party no injury. See Deposit Guar. Nat’l Bank v. Roper,

, 333, 

, 1171, 

(1980); Ashley v.

Boehringer Ingelheim Pharms. (In re DES Litigation), 

, 23 (2d Cir. 1993).

An exception to this rule exists, however, when the prevailing party is prejudiced

by the collateral estoppel effect of the district court’s order. In such a case, the

litigant has been aggrieved by the judgment and has standing to appeal. See

.

      This exception applies in the present case. Here, although the district court

ultimately dismissed Agripost’s takings claim, it first considered – and rejected –

Dade County’s res judicata and collateral estoppel defenses. Unless it is set aside,

the court’s ruling regarding those defenses will have a preclusive effect in pending

litigation that is likely to prejudice Dade County. Following the district court’s

ruling that Agripost’s takings claim had not been litigated in the Circuit Court and




                                           9
therefore was unripe, Agripost brought a takings claim in state court.10 Because the

district court rejected the County’s collateral estoppel and res judicata defenses, the

County will be precluded from raising those same defenses in the state court

proceeding.11 In other words, the County would be precluded from arguing that

Agripost had already raised and lost its takings claim. Thus, Dade County has

standing to appeal the district court’s judgment.12


        10
             The state court proceeding has been stayed pending the outcome of this
appeal.
        11
           In this case, the Florida court would look to federal claim preclusion law in determining
whether to give the former federal judgment preclusive effect. See Andujar v. National Property and
Cas. Underwriters, 

, 1216 (Fla. 4th DCA 1995) (“We agree with defendant to the
extent that federal claim preclusion law governs, rather than Florida's. Whenever res judicata is
asserted, the court in the second forum is bound to give the former judgment the same preclusive
effect that the rendering court would give it.”). A district court’s ruling has a preclusive (collateral
estoppel) effect on subsequent litigation only if “(1) the issue [is] identical in both the prior and
current action; (2) the issue was actually litigated; (3) the determination of the issue was critical and
necessary to the judgment in the prior action; and (4) the burden of persuasion in the subsequent
action [is not] significantly heavier.” SEC v. Bilzerian (In re Bilzerian), 

, 1281 (11th
Cir. 1998). The district court’s resolution of Dade County’s res judicata and collateral estoppel
defenses satisfies these criteria. First, because the takings claim that Agripost has filed in state court
is identical to the one presently before us, the question whether res judicata and collateral estoppel
bar the claim is also identical. Second, these two defenses were clearly litigated in the district court.
Third, the district court’s ruling regarding those defenses was necessary to its judgment; the essence
of the defenses is that Agripost’s takings claim had already been litigated in the Circuit Court, and
the resolution of that issue was necessary to the district court’s ruling that the takings claim was
unripe. Fourth, the burden of persuasion in the pending state court action is no heavier than the
burden that existed in the district court. Thus, unless it is set aside, the district court’s ruling will
preclude Dade County from relitigating those defenses.
        12
          In addition to the takings claim, Agripost’s complaint raised a claim under the Fourteenth
Amendment’s Equal Protection Clause. The district court dismissed this claim for failure to state
a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). Although Dade County
appeals the district court’s dismissal of that claim on the ground that the court instead should have
dismissed it under the doctrines of res judicata, collateral estoppel, and Rooker-Feldman, we

                                                   10
                                                 III.

       Before we address the County’s alternative arguments that the district court

should have either (1) dismissed Agripost’s takings claim for want of subject

matter jurisdiction, as required by the Rooker-Feldman doctrine, or (2) entertained

the claim on the merits and granted summary judgment on the ground that the

claim was barred by principles of res judicata or collateral estoppel, we think it

necessary to recall what a property owner must allege in order to state a claim that

a local entity has effected a regulatory taking of his property without just

compensation in violation of the Fifth Amendment.

       First, the property owner must allege that the governmental action – here, the

revocation of a permit to operate a waste disposal plant – has “denie[d] all

economically beneficial or productive use of” his property. Lucas v. South

Carolina Coastal Council, 

, 1015, 

, 2893, 

(1992). In other words, the governmental action must have made the property

worthless.

       Second, the property owner must allege either that the state law provides

him no process for obtaining just compensation (such as an action for inverse


conclude that the County has not been aggrieved by the district court’s disposition of this claim. The
district court’s judgment prevents Agripost from relitigating its equal protection claim in another
proceeding; consequently, there is no collateral estoppel effect that could be prejudicial to the
County. We therefore make no further mention of Agripost’s equal protection claim.

                                                 11
condemnation) or that the state law appears to provide such process, but due to

state court interpretation, the process is inadequate.13 If the property owner makes

either allegation, then his Fifth Amendment takings claim is ripe. If, on the other

hand, he makes neither allegation (and cannot do so because the state law affords

an adequate process for obtaining just compensation), his Fifth Amendment

takings claim is not ripe. If such a claim is pending in federal district court, the

district court must dismiss it for lack of subject matter jurisdiction since the owner

has failed to establish an Article III “case or controversy.” See Reahard v. Lee

County, 

, 1417 (11th Cir. 1994) (“It follows that ‘[a]s a practical

matter, Williamson precludes litigation of the merits of a just compensation claim

in federal court unless the state declines to provide adequate procedures through

which an aggrieved party might seek compensation.’ ”) (quoting New Port Largo,

Inc. v. Monroe County, 

, 1496 (11th Cir. 1993) (Tjoflat, C.J.,

specially concurring)). With the foregoing principles in mind, we turn to Dade

County’s argument that Agripost’s Fifth Amendment takings claim was actually


      13
         An example of how a state law – adequate on its face – could provide an
inadequate remedy because of a state court’s (the trial court’s and/or the appellate
court’s) interpretation would be if the state law provided an inverse condemnation
action to remedy a taking, but the state court interpreted the law as capping the
property owner’s damages at less than the value of what was taken. In such a case,
the state court’s interpretation of the law would render the remedy inadequate to
provide “just compensation” within the meaning of the Fifth Amendment.
                                           12
litigated in the Circuit Court (and decided against Agripost)14 and, therefore, that

the Rooker-Feldman doctrine required the district court to dismiss the claim for

want of subject matter jurisdiction.

      If Agripost’s Fifth Amendment takings claim was actually litigated and

decided against Agripost in the Circuit Court, the Circuit Court’s decision must

have come after that court affirmed the County’s revocation of Agripost’s permit.

That is because without the revocation of the permit, Agripost could not have

claimed that the County’s action denied Agripost all economically beneficial or

productive use of its property. At that point, Agripost had to have filed a pleading

(with the Circuit Court) alleging the following:

      The Circuit Court’s decision affirming the County’s revocation of the
      permit effectively rendered Agripost’s property (its leasehold, its
      plant, and its rights under the Agreement) worthless; Florida law
      provides no adequate procedure, such as an action for inverse
      condemnation, for obtaining just compensation; because Florida law
      is deficient in this respect, Agripost has a ripe Fifth Amendment
      takings claim, and is entitled to just compensation.

      The Circuit Court thereafter would have had to acknowledge Agripost’s

pleading, entertain Agripost’s takings claim on the merits, and deny relief. The


      14
         State courts of general jurisdiction, such as the Dade County Circuit Court,
have the authority, if not a duty, to entertain the federal constitutional claims presented
to them. Whether the three-judge Circuit Court that decided Agripost’s appeal of the
permit revocation would have had jurisdiction to consider Agripost’s takings claim
is problematic, as we point out in the text infra.
                                            13
court would have denied relief because it found that the property had not been

rendered worthless.

      We conclude that the Circuit Court did not acknowledge, and therefore did

not litigate, Agripost’s takings claim for two reasons. First, the record is devoid of

any indication that Agripost presented such a claim to the Circuit Court after the

court affirmed the Board’s revocation of Agripost’s permit.15 Specifically, we find

no allegation by Agripost to the effect that its property had been rendered

worthless and that Florida provided no adequate process for obtaining just

compensation. Nor is there any indication that the Circuit Court noticed a takings

claim on its own initiative and, having done so, rejected it as legally insufficient.

      Second, the Circuit Court lacked the authority to determine the takings issue.

The Circuit Court’s task was limited to one question: whether the Board’s

revocation of Agripost’s permit was justified. The court was not called upon to

determine whether there had been a Fifth Amendment taking. A Fifth Amendment

takings claim could not have materialized until the Circuit Court passed on the

propriety of the Board’s revocation of Agripost’s permit. See Lake Lucerne Civic

Ass’n Inc., v. Dolphin Stadium Corp., 

, 1370 (11th Cir. 1989) (“The


      15
        Nor is there any indication that Agripost presented the Circuit Court with a
Fifth Amendment takings claim prior to the court’s decision affirming the revocation
of Agripost’s permit.
                                          14
point is that the propriety of the agency action must be finally determined before a

claim for inverse condemnation exists.”) (quoting Albrecht v. State, 

,

12 (Fla. 1984)). Only after the Circuit Court affirmed the Board’s decision and the

Florida District Court of Appeal denied Agripost certiorari review could Agripost

have claimed that the revocation of the permit rendered its property worthless.16

See 

the takings issue was not – nor could it have been – entertained by

the Circuit Court in its appellate review of the Board’s action on Agripost’s permit.

Consequently, the Rooker-Feldman doctrine did not require the district court to

dismiss Agripost’s takings claim.

      We next turn to Dade County’s claim that the district court should have

granted it summary judgment on the ground that res judicata barred Agripost’s

claim. Res judicata bars a subsequent suit between the same parties based on the

same cause of action. It applies to (1) all matters that were actually raised, and (2)

all matters that could have been raised in the prior suit. See Hoechst Celanese

n.9; ICC Chem. Corp. v. Freeman, 

, 93

(Fla. 3d DCA 1994). The County claims that res judicata barred the takings claim


      16
         The allegation that the property had become worthless could not be made
until the revocation of the permit became effective; that is, when the Circuit Court
affirmed the Board’s decision and the Florida District Court of Appeal denied
Agripost’s petition for certiorari on September 21, 1992. See 

.
                                          15
because Agripost actually raised (and the Circuit Court actually adjudicated) that

claim; alternatively, Dade County contends that res judicata applied because

Agripost had an opportunity to present that claim to the Circuit Court.

      Unfortunately for Dade County, our conclusion that the Rooker-Feldman

doctrine is inapplicable forecloses the County’s res judicata defense. First, as we

have observed, the Circuit Court did not adjudicate a takings claim, because

Agripost did not present one to the court. Second, Agripost did not have an

opportunity to present the claim; it could not have done so until judicial review (of

the Board’s action) in the Circuit Court and in the Florida District Court of Appeal

had run its course.

      Finally, we consider Dade County’s contention that the takings claim was

barred by collateral estoppel. The County asserts that the district court should have

granted it summary judgment on the basis of that defense because the Circuit

Court, in reviewing the permit revocation, found that the Board’s action had not

rendered Agripost’s property worthless. The necessary result of this finding, the

County contends, is that Agripost’s Fifth Amendment takings claim fails as a

matter of law. The County’s argument proceeds as follows.

      In First English Evangelical Lutheran Church v. County of Los Angeles, 

, 321, 

, 2389, 

(1987), the Supreme Court


                                         16
recognized that state courts have the power to strike down zoning actions that are

confiscatory, thereby subjecting the local government to liability for a temporary

taking only. In Florida, a zoning ordinance that effectively confiscates property is

void. See Dade County v. National Bulk Carriers Inc., 

, 216 (Fla.

1984). According to the County, this rule also applies in a case involving the

denial of a permit; thus, if the denial is confiscatory, it is void. Therefore, in

reviewing the County’s action in the instant case, the Circuit Court was required to

set aside the Board’s action if it was confiscatory.17 Under the County’s view of

the law, because the Circuit Court affirmed the Board’s action, it necessarily found

that the action was not confiscatory –that is, Agripost was not deprived of all

productive use of its property. Given this finding, Dade County contends,

collateral estoppel precluded Agripost from establishing in the district court an

indispensable element of its takings claim (that the Board’s action rendered its

property worthless), and the court should have granted the County summary

judgment.



      17
        In reviewing the propriety of the Board’s revocation of Agripost’s permit, the
Circuit Court was required to determine “whether the essential requirements of the
law have been observed.” City of Deerfield Beach v. Vaillant, 

, 626
(Fla. 1982). The County contends that an essential requirement of the law was that
the Board’s action not be confiscatory.

                                           17
       Dade County’s argument is correct in part; certain zoning actions are invalid

under Florida law if they are confiscatory. What the County fails to recognize,

however, is that this rule only applies to zoning ordinances, not to permit denials or

revocations that constitute a proper exercise of the local government’s police

power. See Key Haven Associated Enters., Inc. v. Board of Trustees of the Internal

Improvement Trust Fund, 

, 159 (Fla. 1982). In the proceeding

before the Circuit Court, whether the Board’s revocation of Agripost’s permit

effectively confiscated its property was irrelevant; the question before the court

was whether the revocation was within the scope of the Board’s police power. The

court answered the question in favor of the County. Because the Circuit Court did

not consider whether the Board’s action would, if permitted to stand, effectively

confiscate Agripost’s property, the district court correctly held that collateral

estoppel did not bar Agripost’s Fifth Amendment takings claim.



                                            IV.

       At last, we turn to the question whether the district court properly dismissed

Agripost’s takings claim as unripe. We conclude that it did. Agripost failed to

allege in the district court (as it failed to allege in the Circuit Court) either that

Florida provided no process for obtaining just compensation or that the process it


                                            18
provided was inadequate. Agripost’s Fifth Amendment claim was not ripe for

review; therefore, the district court properly dismissed it for want of subject matter

jurisdiction.

      AFFIRMED.




                                          19