United States Court of Appeals,

                            Fifth Circuit.

                             No. 91–1580.

 Lyle S. CHANDLER and Adolphus A. Maddox, on behalf of themselves
and others similarly situated, Plaintiffs–Appellees,

                                   v.

                The CITY OF DALLAS, et al., Defendants,

            The City of Dallas, Defendant–Appellant.

                            April 9, 1992.

Appeal from the United States District Court for the Northern
District of Texas.

Before GOLDBERG, DUHÉ, and BARKSDALE, Circuit Judges.

     PER CURIAM:

     Although    the   multiple   causes   of   action   brought   by   the

Appellees involved the driver safety program instituted by the City

of Dallas in 1978, on appeal this case is about Federal Rule of

Civil Procedure 52(a).



                                   I.

     Through Administrative Directive 3–3, the City of Dallas

("City") instituted a driver safety program in 1978.1         The driver

safety program basically disqualified any City employee with one of

the specified health conditions from certification as a primary




     1
      We have gleaned this factual framework primarily from the
district court's judgment entered April 29, 1991 and memorandum
opinion and order entered November 4, 1986 denying the City's
motion to dismiss for failure to state a claim and denying in
part and granting in part the City's motion for summary judgment.
driver.2     Without certification as a primary driver, an employee

was ineligible for any City job classified as a "primary driver

position."     A job classified as a primary driver position involved

driving as an integral part of carrying out the duties of the job.

Two physical conditions precluded employees from certification as

primary    drivers   eligible   for    primary   driving    positions:     1)

diabetes mellitus that required insulin for control;             and, 2) poor

eyesight—distant     visual   acuity    uncorrectably    worse    than   20/40

Snellen in each eye or worse than 20/40 Snellen in both eyes, a

field of vision of less than 70 degrees in the horizontal meridian

in each eye, or the inability to recognize the colors of standard

traffic signals.



     In 1977, Lyle Chandler was diagnosed as having diabetes

mellitus severe enough to require insulin for control.            The Dallas

Water Utilities division of the City of Dallas ("DWU") hired

Chandler in 1981 as a T–9 Electrical Repairer.          The City classified

the T–9 as a primary driving position in 1984.             In 1985, however,

Chandler failed a driver's physical administered by the City's

doctor, although he had driven in the position for about three

years.     Presumably because Chandler could not qualify as a primary

driver, DWU would not allow him to take a promotional exam for the

position of Electrical Repair Supervisor T–10.          Chandler continued

as a T–9, with other employees driving him as demanded by his job

     2
      AD3–3 has been amended numerous times since its adoption.
After the Plaintiffs filed this lawsuit, the City changed AD3–3
to allow employees with specified conditions (other than
substandard vision, alcoholism or drug use) to obtain a waiver
that allows their certification as primary drivers.
duties.   DWU demoted Chandler to Electrical Repairer T–7 in 1986.

DWU traces the demotion to Chandler's violations of City personnel

and safety rules.       Chandler was later denied the opportunity for

promotion to the position of Water Maintenance Supervisor 13.

Chandler contends that the City's failures to promote him and its

demotion of him constituted discrimination based on his physical

impairment and retaliation for his opposition to the AD3–3 driver

safety plan.



     Since    childhood,      Adolphus   Maddox   has   had    visual       acuity

uncorrectably worse than 20/40 in his left eye.              DWU hired Maddox

in 1982 and, from 1983 through early 1985, employed him as a Plant

Mechanic T–7.     The City classified the T–7 as a primary driving

position in 1984.        In 1985, Maddox, like Chandler, failed a

driver's physical, although he had driven for two years in the T–7

position.    Maddox continued as a T–7, with other employees driving

him when needed.    Presumably because Maddox could not qualify as a

primary driver, he has not been eligible for a promotion to Plant

Mechanic T–9.    Maddox argues that the City discriminated against

him based on his physical impairment and retaliated against him for

his opposition to the City's driver safety program.



     In late 1985, Chandler and Maddox sued the City of Dallas on

behalf of themselves and all others adversely affected by the AD3–3

driver safety program ("Plaintiffs") under the Rehabilitation Act

of 1973, the Revenue Sharing Act of 1982, the Texas Commission on

Human   Rights   Act,   the    14th   Amendment   and   42    U.S.C.    §    1983.
Plaintiffs claimed that the AD3–3 discriminated against employees

with diabetes requiring insulin and visual deficiencies by barring

them from jobs designated as primary driving jobs, and, further,

that the City retaliated against them for their opposition to the

driver safety plan. The district court denied the City's motion to

dismiss, and denied the City's motion for summary judgment, except

with respect to claims barred by the statute of limitations.        The

district court certified a class of City employees who failed the

driver's physical and defined two narrow subclasses of persons with

the same medical conditions as Chandler and Maddox for injunctive

relief.



      After a bench trial, the court entered judgment for the

Plaintiffs, holding that the City discriminated against them in

violation of the Rehabilitation Act, the Texas Commission on Human

Rights Act, the free speech clause of the first amendment (as to

Chandler and Maddox only), the due process and equal protection

clauses of the fourteenth amendment, and § 1983.      The court awarded

Chandler retroactive repeal of his demotion, and awarded Chandler

and Maddox retroactive promotions, lost back pay and benefits

(including interest), and compensatory damages.       The court awarded

the   class   injunctive   relief   requiring   the    City   to:    1)

retroactively certify all class members as primary drivers unless

their medical conditions actually interfered with their driving

abilities;    and, 2) abstain from discriminating against any class

member unless the City showed that the employee's medical condition

interfered with the employee's ability to drive safely.             The
Plaintiffs were awarded reasonable attorney's fees and costs of

litigation.



     The City presents six issues on appeal:                  1) Whether the

district court     failed    to    make   specific   findings    of   fact   and

conclusions of law as required by Federal Rule of Civil Procedure

52(a);   2) Whether the City's driver safety program violated the

Rehabilitation Act;        3) Whether the City's driver safety program

violated the Texas Commission on Human Rights Act;              4) Whether the

City's driver safety program violated the Plaintiffs' free speech,

equal protection, and due process rights;            5) Whether the district

court properly certified the class under Federal Rule of Civil

Procedure   23;     and,    6)    Assuming   the   district   court   properly

resolved the liability issues, whether the Plaintiffs were entitled

to remedies under § 1983 on their first amendment, due process and

equal protection claims.



                                      II.

     Federal Rule of Civil Procedure 52(a) provides that "[i]n all

actions tried upon the facts without a jury ..., the court shall

find the facts specially and state separately its conclusions of

law thereon."     On August 10, 1990, at the end of a five-day trial,

the district court verbally announced certain findings of fact and

conclusions of law.     The court stated that it



     had hoped at this point to be able to state [its] findings of
     fact and conclusions of law, and [it] simply d[id] not have
     enough time to go through all the evidence and make the notes
     that [it] needed to do that.... [The court] hoped to be able
     to do that before the end of the month. All that will take
     place at that hearing w[ould] be [the] dictating of [the
     court's] findings and conclusions.... but [the court would]
     tell [the parties] what [it was] going to find today.3

On April 29, 1991, the court entered an order declaring that

supplementation of the findings and conclusions announced in court

was unnecessary because they "adequately state[d] the factual and

legal basis" for the court's decision.      So, based on the verbal

findings and conclusions, the court entered judgment in favor of

the Plaintiffs.   In its order, however, the court invited the

parties to submit additional proposed findings and conclusions.

The Plaintiffs later filed forty-eight pages of proposed amended

and additional findings of fact and conclusions of law.   The docket

sheet reflects that the City did not respond, nor did the court act

on the proposed findings and conclusions.



     The City argues that the findings of fact and conclusions of

law are not sufficiently detailed to adequately state the factual

or legal basis for the district court's decision. This deficiency,

according to the City, is not a mere technicality—it prevents

effective review because this Court cannot understand the issues on

appeal.   The City urges this Court to vacate the judgment and

remand for proper findings and conclusions.



     Plaintiffs contend that the district court's findings of fact

     3
      We gained access to this statement through the City's
Record Excerpts. We note, however, that the district court's
verbal announcements following closing argument at trial have not
been included in the record on appeal. Neither the City nor the
Appellees has moved to supplement the record with these final
pages of the trial transcript.
and conclusions of law satisfy the requirements of Rule 52(a).

Plaintiffs   argue   that    this   Court    can   engage   in   "meaningful

appellate review" based on multiple rulings made by the district

court, colloquies with counsel at the class certification hearing

and trial, and oral findings of fact and conclusions of law issued

at the class certification hearing and the bench trial. Plaintiffs

essentially maintain that the totality of findings and conclusions

throughout the protracted, five-year course of this litigation

meets the underlying requirement of Rule 52(a):              providing the

appellate court with a full understanding of the issues.



      The requirement found in Federal Rule of Civil Procedure

52(a) that courts "shall find the facts specially" exists to serve

several aims:   1) aiding the trial court's adjudication process by

engendering care by the court in determining the facts;                   2)

promoting the operation of the doctrines of res judicata and

estoppel by judgment;       and, 3) providing findings explicit enough

to enable appellate courts to carry out a meaningful review.           Texas

Extrusion Corp. v. Palmer, Palmer & Coffee (In re Texas Extrusion

Corp.), 

, 220 (5th Cir.) (citing Ramirez v. Hofheinz,

, 445 (5th Cir.1980) (citations omitted)), order aff'd,

, cert. denied, 

, 

, 

(1988);     Lopez v. Current Director of Tex. Economic

Dev. Comm'n, 

, 434 (5th Cir.1987) (citing Ratliff v.

Governor's Highway Safety Program, 

, 400 (5th Cir.1986)

(footnotes   omitted));       see   also    Fed.R.Civ.P.    52(a)   advisory

committee's note.    Fifth Circuit cases interpreting the rule have
long recognized that "failure to meet the technical requirements of

Rule 52 does not warrant reversal or remand"—"so long as the

purposes behind the rule are effectuated."                

(citations omitted).         The rule " "exacts neither punctilious

detail nor slavish tracing of the claims issue by issue and witness

by witness.' "       Collins v. Baptist Memorial Geriatric Center, 

, 195 (5th Cir.1991) (quoting 

(quoting 

) (footnote omitted)), cert.

denied, ––– U.S. ––––, 

, 

(1992).

Moreover, nothing in the rule precludes verbal announcement of

findings of fact and conclusions of law.                  Rule 52(a) expressly

permits the district court to orally proclaim its findings and

conclusions in open court.4



           Under the rule, of course, we subject the district court's

findings of fact to a deferential standard of review—we will not

"set       aside   [findings   of    fact]      unless    clearly   erroneous."

Fed.R.Civ.P. 52(a).         This translates into a need for findings,

however, that " "provide a sufficiently definite predicate for

proper appellate review.' "          Westwego Citizens for Better Gov't v.

City of Westwego, 

, 1203 (5th Cir.1989) (citations

omitted).       Indeed, "when the trial court's decision turns in part

upon factual determinations," findings of fact are crucial to a

court      of   appeals   engaging   in   the   process    of   review.   Texas


       4
      "It will be sufficient if the findings of fact and
conclusions of law are stated orally and recorded in open court
following the close of the evidence or appear in an opinion or
memorandum of decision filed by the court." Fed.R.Civ.P. 52(a).


.      A prior opinion of this Court

eloquently captures our view of the interplay between the roles of

the district and appellate courts:



     Fact finding is the trial court's province.... We do remain
     responsible, however, for the ultimate justness of trial
     determinations drawn before us. Since this is so, we must
     know the basis of the trial court's decisions: "this Court
     cannot be left to second-guess the factual basis for the
     district court's conclusion.'        ...     Review is our
     responsibility, and we cannot review bare conclusions.... In
     short, our duty to respect the trial court's factual
     determinations gives rise to a reciprocal one on its part to
     tell us the reasons for them....      [A] mere statement of
     result—cannot stand.

Chaiffetz v. Robertson Research Holding, Ltd., 

, 734–35

(5th Cir.1986) (emphasis in original) (citations omitted).    Quite

simply, a district court's failure to detail its findings or the

evidentiary basis for its findings "negates our ability to apply

the clearly erroneous standard of review."   

.



      Rule 52(a) also obligates the district court to "state

separately" its conclusions of law.      We do not minimize the

district court's task of detailing its conclusions of law.   Courts

of appeal subject a district court's conclusions of law to a de

novo review—we are not constrained by the deferential standard of

reviewing only for clear error. Despite this distinction, the duty

of the district court to "state separately its conclusions of law

thereon" becomes particularly important when the case, like this

one, involves complex legal issues.   For when the district court

carefully enunciates and explains its resolution of questions of

law, we know that it has thoughtfully and diligently decided the
legal issues.    Moreover, the preparation of sufficiently complete

conclusions of law augments our comprehension of the legal issues

on appeal.    We must understand not only the factual, but also the

legal reasoning of the district court to enable us to conduct a

"just, orderly review of the rights of the parties before us."

Browning v. Kramer, 

, 344 (5th Cir.1991).



         The touchstone of our Rule 52(a) analysis has remained the

same over the years:   Whether we, as an appellate court, can obtain

a "full understanding of the issues on appeal."    Texas 

(citations omitted).    Here, the district court did

not completely fail to make findings of fact or conclusions of law.

We do detect, however, an insufficiency "in detail and exactness"

to demonstrate the factual and legal basis "for the ultimate

conclusion[s] reached by the court."    See Acme Boat Rentals, Inc.

v. J. Ray McDermott & Co., 

, 1325 (5th Cir.1969).   The

district court did not make findings on each issue of fact, nor did

it disclose the factual basis for the findings verbally stated at

the end of trial5 or reveal its determination of each issue of law.

The court did not—at any point—articulate its resolution of many of

the factual and legal issues necessary to support the judgment for

Chandler, Maddox, and the certified class on their numerous causes

of action.    For example, the portion of the judgment rendering the

City liable on the Plaintiffs' Rehabilitation Act claim alone

     5
      If we accepted Plaintiffs' invitation to locate factual
findings in the district court's pre-trial rulings and colloquies
with counsel, the need for a trial would disappear because the
district court would have essentially decided the case before
trial.
required multiple findings of fact:               Whether the Plaintiffs were

"handicapped"       within   the    meaning   of    the     Rehabilitation    Act;

whether the Plaintiffs were "otherwise qualified" for their jobs at

DWU;     whether the Plaintiffs worked for a "program or activity"

that received "federal financial assistance";                   and whether the

Plaintiffs were discriminated against solely because of their

handicaps.    Without findings on these and other issues of fact, we

cannot obtain a complete understanding of the issues on appeal and

shoulder our responsibility to review for clear error.                  Cf. W.F.

Dev. Corp. v. Office of U.S. Trustee (In re W.F. Dev. Corp.), 

(5th Cir.1990) (professing a "full understanding of the

issues on appeal even absent findings of fact" only because the

"case [wa]s not fact specific"), cert. denied, ––– U.S. ––––, 

, 

(1991).               In terms of conclusions of

law, for instance, we cannot determine the district court's reasons

for deciding, as a threshold legal issue in its First Amendment

analysis,    that    Chandler      and   Maddox    proved    that   their   speech

involved matters of public concern.               For these reasons, we hold

that the district court did not satisfy the requirements of rule

52(a).



       We do observe, however, that the district court patiently

heard all of the evidence, allowed the parties to present their

cases in full, and sought to resolve the case in a responsible

manner.      The record in this case is massive and the issues

complicated, which makes the task of articulating the findings of

fact and conclusions of law quite burdensome.                But that is exactly
why we need detailed findings of fact and thorough conclusions of

law.



       Our   resolution     of   this   threshold    issue   flows   from   our

inability to ascertain the factual and legal bases for the district

court's decision.         This inability prevents our review of the

remaining issues raised by the City in this appeal.            Our precedents

teach that we must, therefore, vacate the judgment of the district

court and remand for the district court to fully articulate its

findings of fact and conclusions of law. See Utley v. Commissioner

of Internal Revenue, 

, 1041 (5th Cir.1990) (quoting

Texas 

);                Cities Serv. Co. v. Ocean

Drilling and Exploration Co. (In re Incident Aboard the D/B Ocean

King), 

, 1072 (5th Cir.1985) (citations omitted).



                                        III.

       The findings of fact and conclusions of law play a duet;              the

district court tunes one to the other.            Under Federal Rule of Civil

Procedure    52(a),   the    district     court    must   record   appropriate

portions of the musical selection for us to hear on appeal.                 When

we hear a blank tape, however, we cannot evaluate the tenor of the

melody.



       We are thus compelled to VACATE the judgment of the district

court and REMAND the case for detailed findings of fact and

concomitant conclusions of law consistent with this opinion.