Full opinion text
OPINION AND ORDER BESOSA, District Judge. Plaintiffs in these two cases seek a declaratory judgment that the Puerto Rico Public Corporation Debt Enforcement and Recovery Act (“Recovery Act”) is unconstitutional. (Civil No. 14-1518, Docket No. 85; Civil No. 14-1569, Docket No. 20.) Before the Court are three motions to dismiss plaintiffs’ complaints and one cross-motion for summary judgment. For the reasons explained below, the Court GRANTS in part and DENIES in part the three motions to dismiss, (Civil No. 14-1518, Docket Nos. 95 & 97; Civil No. 14-1569, Docket No. 29), and GRANTS in part and DENIES in part the cross-motion for summary judgment, (Civil No. 14-1518, Docket No. 78). Because the Recovery Act is preempted by the federal Bankruptcy Code, it is void pursuant to the Supremacy Clause of the United States Constitution. I. BACKGROUND Plaintiffs collectively hold nearly two billion dollars of bonds issued by the Puerto Rico Electric Power Authority (“PREPA”). As background for the bases of plaintiffs’ claims challenging the constitutionality of the Recovery Act, the Court first summarizes relevant provisions of the PREPA Authority Act (which authorized PREPA to issue bonds), the Trust Agreement (pursuant to which PREPA issued bonds to plaintiffs), the Recovery Act itself, and Chapter 9 of the federal Bankruptcy Code. A.The Authority Act of May 1941 In May 1941, the Commonwealth of Puerto Rico (“the Commonwealth”) enacted the Puerto Rico Electric Power Authority Act (“Authority Act”), P.R. Laws Ann. tit. 22 §§ 191-239, creating PREPA and authorizing it to issue bonds, id. §§ 193, 206. Through the Authority Act, the Commonwealth expressly pledged to PREPA bondholders “that it will not limit or alter the rights or powers hereby vested in [PREPA] until all such bonds at any time issued, together with the interest thereon, are fully met and discharged.” Id. § 215. The Authority Act also expressly gives PREPA bondholders the right to seek the appointment of a receiver if PREPA defaults on any of its bonds. Id. § 207. B. The Trust Agreement of January 1974 PREPA issued the bonds underlying these two lawsuits pursuant to a trust agreement with U.S. Bank National Association as Successor Trustee, dated January 1, 1974, as amended and supplemented through August 1, 2011 (“Trust Agreement”). The Trust Agreement contractually requires PREPA to pay principal and interest on plaintiffs’ bonds promptly. Trust Agreement § 701. Plaintiffs’ bonds are secured by a pledge of PREPA’s present and future revenues, id., and PREPA is prohibited from creating a lien equal to or senior to plaintiffs’ lien on these revenues, id. § 712. Upon the occurrence of an “event of default,” as the term is defined in the Trust Agreement, plaintiff bondholders may accelerate payments, seek the appointment of a receiver “as authorized by the Authority Act,” and sue at law or equity to enforce the terms of the Trust Agreement. Id. §§ 802-804. An event of default occurs when, among other things, PREPA institutes a proceeding “for the purpose of effecting a composition between [PREPA] and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any federal or Commonwealth statute now or hereafter enacted.” Id. § 802(g). C. The Recovery Act of June 2014 On June 25, 2014, the Commonwealth Senate and House of Representatives approved the Recovery Act, and on June 28, 2014, the Governor signed the Recovery Act into law. The Recovery Act’s Statement of Motives indicates that Puerto Rico’s public corporations, especially PREPA, “face significant operational, fiscal, and financial challenges” and are “burdened with a heavy debt load as compared to the resources available to cover the corresponding debt service.” Recovery Act, Stmt, of Motives, § A. To address this “state of fiscal emergency,” the Recovery Act establishes two procedures for Commonwealth public corporations to restructure their debt. Id., Stmt, of Motives, §§ A, E. It also creates the Public Sector Debt Enforcement and Recovery Act Courtroom (hereinafter, “special court”) to preside over proceedings and cases brought pursuant to these two procedures. Id. § 109(a). The first restructuring procedure is set forth in Chapter 2 of the Recovery Act and permits an eligible public corporation to seek debt relief from its creditors with authorization from the Government Development Bank for Puerto Rico (“GDB”). Recovery Act § 201(b). The public corporation invoking this approach proposes amendments, modifications, waivers, or exchanges to or of a class of specified debt instruments. Id. § 202(a). If creditors representing at least fifty percent of the debt in a given class vote on whether to accept the changes, and at least seventy-five percent of participating voters approve, then the special court may issue an order approving the transaction and binding the entire class. Id. §§ 115(b), 202(d), 204. Chapter 3 of the Recovery Act sets forth the second restructuring approach. Under this approach, an eligible public corporation, again with GDB approval, submits to the special court a petition that lists the amounts and types of claims that will be affected by a restructuring plan. Recovery Act § 301(d). The public corporation then files a proposed restructuring plan or a proposed transfer of the corporation’s assets. Id. § 310. The special court may confirm the plan if the plan meets certain requirements, id. § 315, including a requirement that “at least one class of affected debt has voted to accept the plan by a majority of all votes cast in such class and two-thirds of the aggregate amount of affected debt in such class that is voted,” id. § 315(e). The special court’s confirmation order binds all of the public corporation’s creditors to the restructuring plan. Id. § 115(c). Chapter 2 of the Recovery Act provides for a suspension period and Chapter 3, an automatic stay, during which time creditors may not assert claims or exercise contractual remedies against the public corporation debtor that invokes the Recovery Act. See Recovery Act §§ 205, 304. D. Chapter 9 of the Federal Bankruptcy Code The Recovery Act is modeled on Title 11 of the United States Code (“the federal Bankruptcy Code”), and particularly on Chapter 9 of that title. Recovery Act, Stmt, of Motives, § E. Chapter 9 governs the adjustment of debts of a municipality, 11 U.S.C. §§ 901 et seq., and “municipality” includes a public agency or instrumentality of a state, id. § 101(40). A municipality seeking to adjust its debts pursuant to Chapter 9 must receive specific authorization from its state. Id. ' § 109(c)(2). Puerto Rico municipalities are expressly prohibited from seeking debt adjustment pursuant to Chapter 9. Id. § 101(52). II. THE PRESENT LITIGATION A. Franklin and Oppenheimer Rochester Plaintiffs’ Second Amended Complaint (Civil No. 14-1518) Franklin plaintiffs are Delaware corporations or trusts that collectively hold approximately $692,855,000 of PREPA bonds. (Civil No. 14-1518, Docket No. 85 at ¶ 3.) Oppenheimer Rochester plaintiffs are Delaware statutory trusts that hold approximately $866,165,000 of PREPA bonds. Id. at ¶ 4. On August 11, 2014, the Franklin and Oppenheimer Rochester plaintiffs filed a second amended complaint against the Commonwealth of Puerto Rico, Alejandro Garcia-Padilla (in his official capacity as Governor of Puerto Rico), Melba Acosta (in her official capacity as a GDB agent), and PREPA. (Civil No. 14-1518, Docket No. 85.) The Franklin and Oppenheimer Rochester plaintiffs seek declaratory relief on the following claims: (1) Preemption: that the Recovery Act in its entirety is preempted by section 903 of the federal Bankruptcy Code and violates the Bankruptcy Clause of the United States Constitution; (2) Contract Clause: that sections 108, 115, 202, 312, 315, and 325 of the Recovery Act violate the Contract Clause of the United States Constitution by impairing the contractual obligations imposed by the Authority Act and the Trust Agreement; (3) Takings Clause: that the Recovery Act violates the Takings Clause of the United States Constitution by taking without just compensation plaintiffs’ contractual right to seek the appointment of a receiver, see Recovery Act § 108(b), and plaintiffs’ lien on PREPA revenues, see id. §§ 129(d), 322(c); and (4) Stay of Federal Court Proceedings: that section 304 of the Recovery Act unconstitutionally authorizes a stay of federal court proceedings when a public corporation files for debt relief pursuant to the Recovery Act. (Civil No. 14-1518, Docket No. 85 at ¶¶ 58-71.) B. Franklin and Oppenheimer Rochester Plaintiffs’ Cross-Motion for Summary Judgment On August 11, 2014, the Franklin and Oppenheimer Rochester plaintiffs filed a cross-motion for summary judgment on their preemption and stay of federal court proceedings claims (while opposing original motions to dismiss). (Civil No. 14-1518, Docket No. 78.) C.Plaintiff BlueMountain’s Amended Complaint (Civil No. 14-1569) BlueMountain Capital Management, LLC (for itself and for and on behalf of investment funds for which it acts as investment manager) (“BlueMountain”) is a Delaware company that holds PREPA bonds and that manages funds that hold more than $400,000,000 of PREPA bonds. (Civil No. 14-1569, Docket No. 20 at ¶ 6.) On August 12, 2014, BlueMountain filed an amended complaint against Alejandro Gar-da-Padilla (in his official capacity as Governor of Puerto Rico), Cesar R. Miranda Rodriguez (in his official capacity as the Attorney General of Puerto Rico), and John Doe (in his official capacity as a GDB agent). (Civil No. 14-1569, Docket No. 20.) Plaintiff BlueMountain seeks declaratory relief on the following claims: (1) Preemption: that the Recovery Act in its entirety is preempted by the federal Bankruptcy Code and violates the Bankruptcy Clause of the United States Constitution; (2) Contract Clauses: that the Recovery Act impairs the contractual obligations imposed by the Authority Act and the Trust Agreement and therefore violates the contract clauses of the United States and Puerto Rico constitutions; and (3) Stay 'of Federal Court Proceedings: that sections 205 and 304 of the Recovery Act unconstitutionally authorize a stay of federal court proceedings when a public corporation files for debt relief pursuant to the Recovery Act. (Civil No. 14-1569, Docket No. 20 at ¶ 83.) D. Consolidation Order On August 20, 2014, the Court consolidated Civil Case Nos. 14-1518 and 14-1569. In so doing, the Court aligned the briefing schedules for both cases but did not merge the suits into a single cause of action or change the rights of the parties. (Civil No. 14-1518, Docket No. 92; Civil No. 14-1569, Docket No. 26.) The two cases contain overlapping claims but are distinct in three salient ways. First, the Franklin and Oppenheimer Rochester plaintiffs bring suit against Commonwealth defendants and PREPA (in Civil No. 14-1518), whereas BlueMountain names only Commonwealth defendants (in Civil No. 14-1569). Second, only the Franklin and Oppenheimer Rochester plaintiffs raise a Takings Clause claim. Third, only BlueMountain brings a Puerto Rico Constitution Contract Clause claim. E. Commonwealth and PREPA Motions to Dismiss ■ On September 12, 2014, the Commonwealth defendants moved to dismiss the Franklin and Oppenheimer Rochester plaintiffs’ second amended complaint and BlueMountain’s amended complaint, and opposed the Franklin and Oppenheimer Rochester plaintiffs’ cross-motion for summary judgment. (Civil No. 14-1518, Docket No. 95, mem. at Docket No. 95-1; Civil No. 14-1569, Docket No. 29, mem. at Docket No. 29-1.) The Commonwealth defendants argue that plaintiffs’ claims are unripe and fail on the merits as a matter of law. PREPA joined the Commonwealth defendants’ motion to dismiss the Franklin and Oppenheimer Rochester plaintiffs’ second amended complaint and opposition to the cross-motion for summary judgment. (Civil No. 14-1518, Docket No. 97 at p. 1.) PREPA also filed its own motion to dismiss, arguing that the Franklin and Oppenheimer Rochester plaintiffs lack standing and that their claims are unripe. (Civil No. 14-1518, Docket No. 97.) The Franklin and Oppenheimer Rochester plaintiffs opposed the Commonwealth defendants’ motion and PREPA’s motion, (Civil No. 14-1518, Docket No. 102), and BlueMountain opposed the Commonwealth defendants’ motion, (Civil No. 14-1569, Docket No. 41). The Commonwealth defendants replied, (Civil No. 14-1518, Docket No. 108; Civil No. 14-1569, Docket No. 44), as did PREPA (Civil No. 14-1518, Docket No. 109). III. SUBJECT MATTER JURISDICTION Defendants challenge the Court’s subject matter jurisdiction and seek dismissal pursuant to Federal Rule of Civil Procedure 12(b)(1) (“Rule 12(b)(1)”). Defendants argue that plaintiffs’ claims are unripe because PREPA has not sought to restructure its debt pursuant to the Recovery Act. Therefore, defendants argue, plaintiffs have no basis to claim that the Recovery Act injured plaintiffs in their capacity as PREPA bondholders. (Civil No. 14-1518, Docket No. 95-1 at pp. 8-13; Civil No. 14-1569, Docket No. 29-1 at pp. 8-13.) In addition to this ripeness argument, defendant PREPA argues separately that the Franklin and Oppenheimer Rochester plaintiffs lack standing. (Civil No. 14-1569, Docket No. 97 at pp. 5-14.) A. Rule 12(b)(1) Motion to Dismiss Standard Pursuant to Rule 12(b)(1), a defendant may seek dismissal of claims by asserting that the Court lacks subject matter jurisdiction. Fed.R.Civ.P. 12(b)(1). The plaintiffs bear “the burden of clearly alleging definite facts to demonstrate that jurisdiction is proper.” Nulankeyutmonen Nkihtaqmikon v. Impson, 503 F.3d 18, 25 (1st Cir.2007). The Court accepts as true the well-pled factual allegations in the plaintiffs’ complaints and makes all reasonable inferences in the plaintiffs’ favor. Downing/Salt Pond Partners, L.P. v. Rhode Island & Providence Plantations, 643 F.3d 16, 17 (1st Cir.2011). On a Rule 12(b)(1) motion, the Court may consider materials outside the pleadings to determine jurisdiction. Gonzalez v. United States, 284 F.3d 281, 288 (1st Cir.2002). B. Ripeness The ripeness doctrine “has roots in both the Article III case or controversy requirement and in prudential considerations.” Mangual v. Rotger-Sabat, 317 F.3d 45, 59 (1st Cir.2003). “The ‘basic rationale’ of the ripeness inquiry is ‘to prevent the courts, through avoidance of premature adjudication, from entangling themselves in abstract disagreements.’ ” Roman Catholic Bishop of Springfield v. City of Springfield, 724 F.3d 78, 89 (1st Cir.2013) (quoting Abbott Labs. v. Gardner, 387 U.S. 136, 148, 87 S.Ct. 1507, 18 L.Ed.2d 681 (1967)). The ripeness test has two prongs: “ ‘the fitness of the issues for judicial decision’ and ‘the hardship to the parties of withholding court consideration.’ ” Pac. Gas & Elec. Co. v. State Energy Res. Conservation & Dev. Comm’n, 461 U.S. 190, 201, 103 S.Ct. 1713, 75 L.Ed.2d 752 (1983) (quoting Abbott Labs., 387 U.S. at 149, 87 S.Ct. 1507). Both the fitness and hardship prongs of this test “must be satisfied, although a strong showing on one may compensate for a weak one on the other.”- McInnis-Misenor v. Maine Med. Ctr., 319 F.3d 63, 70 (1st Cir.2003). The First Circuit Court of Appeals has repeatedly cautioned that ripeness inquiries are “highly fact-dependent, such that the ‘various integers that enter into the ripeness equation play out quite differently from case to case.’ ” Verizon New England, Inc. v. Int’l Bhd. of Elec. Workers, Local No. 2322, 651 F.3d 176, 188 (1st Cir.2011) (quoting Doe v. Bush, 323 F.3d 133, 138 (1st Cir.2003) (quoting Ernst & Young v. Depositors Econ. Prot. Corp., 45 F.3d 530, 535 (1st Cir.1995))). 1. Plaintiffs’ Preemption and Contract Clauses Claims Are Ripe As discussed below, the Court concludes that plaintiffs’ preemption and contract clauses claims are fit for review, and that withholding judgment on these claims will impose hardship. a) Fitness “The fitness prong of the ripeness test has both constitutional and prudential components.” Roman Catholic Bishop of Springfield, 724 F.3d at 89. The constitutional component is “grounded in the prohibition against advisory opinions” and “concerns whether there is a sufficiently live case or controversy, at the time of the proceedings, to create jurisdiction in the federal courts.” Id. (internal quotation marks and citations omitted). A sound way to determine constitutional fitness is to “evaluate the nature of the relief requested; [t]he controversy must be such that it admits of ‘specific relief through a decree of conclusive character, as distinguished from an opinion advising what the law would be upon a hypothetical state of facts.’ ” Rhode Island v. Narragansett Indian Tribe, 19 F.3d 685, 693 (1st Cir.1994) (quoting Aetna Life Ins. Co. of Hartford, Conn. v. Haworth, 300 U.S. 227, 241, 57 S.Ct. 461, 81 L.Ed. 617 (1937)). Texas v. United States, 523 U.S. 296, 118 S.Ct. 1257, 140 L.Ed.2d 406 (1998), provides a prime example of an unfit case where the plaintiff seeks an opinion advising what the law would be in a hypothetical scenario. In that case, the Texas Education Code permitted the imposition of ten possible sanctions if a school district failed the state’s accreditation criteria. Texas, 523 U.S. at 298, 118 S.Ct. 1257. The State of Texas sought a declaratory judgment that the Voting Rights Act “under no circumstances” would apply to the imposition of two of these sanctions. Id. at 301, 118 S.Ct. 1257. The sanctions, however, were never imposed. Id. at 298, 118 S.Ct. 1257. Thus, the circumstances under which the sanctions could be imposed were entirely hypothetical and speculative. As to the fitness inquiry, the United States Supreme Court concluded that it would not employ its “powers of imagination” and that the operation of the sanction provisions would be “better grasped when viewed in light of a particular application.” Id. at 301, 118 S.Ct. 1257; see Int’l Longshoremen’s & Warehousemen’s Union, Local 37 v. Boyd, 347 U.S. 222, 224, 74 S.Ct. 447, 98 L.Ed. 650 (1954) (“Determination of the scope ... of legislation in advance of its immediate adverse effect in the context of a concrete case involves too remote and abstract an inquiry for the proper exercise of the judicial function.”). Here, plaintiffs’ preemption and contract clauses claims rely on the enactment of the Recovery Act, not on its application. Plaintiffs do not seek a declaration that the Recovery Act would be preempted if enforced in a hypothetical way. Nor do plaintiffs seek a declaration that the Recovery Act would impair contractual obligations if applied in a hypothetical scenario. Rather, the relief plaintiffs seek — a declaration that the Recovery Act is unconstitutional because federal law preempts it and because the Contracts Clause prohibits it — is conclusive in character, not dependant on hypothetical facts, and completely unlike the advisory opinion sought in Texas. The prudential component of the fitness prong considers “the extent to which resolution of the challenge depends upon facts that may not yet be sufficiently developed.” Ernst & Young, 45 F.3d at 535. Accordingly, cases “intrinsically legal nature” are likely to be found fit. Riva v. Massachusetts, 61 F.3d 1003, 1010 (1st Cir.1995); see Thomas v. Union Carbide Agr. Products Co., 473 U.S. 568, 581, 105 S.Ct. 3325, 87 L.Ed.2d 409 (1985) (claim that a law violated Article III of the Constitution was fit for review because it was “purely legal, and [would] not be clarified by further factual development”). Courts are also likely to find cases fit when “all of the acts that are alleged to create liability have already occurred.” Verizon New England, 651 F.3d at 189 (quotation marks and citation omitted); see Roman Catholic Bishop of Springfield, 724 F.3d at 91-93 (dismissing claims that rely on a potential future application of an ordinance as unfit for review, but holding that the claims that “rest solely on the existence of the Ordinance” are fit for review because “no further factual development is necessary”); Pustell v. Lynn Pub. Sch., 18 F.3d 50, 52 (1st Cir.1994) (finding constitutional challenge fit where “[n]o further factual development [was] necessary for [the court] to resolve the question at issue”). The issues presented in plaintiffs’ preemption claims are purely legal: the Court need not consider any fact to determine whether the Recovery Act, on its face, is preempted by federal law. Plaintiffs’ contract clauses claims involve two limited factual inquiries: (1) whether the enactment of the Recovery Act substantially impaired the contractual relationships created in the Authority Act and the Trust Agreement, and (2) whether the enactment of the Recovery Act was “reasonable and necessary to serve an important public purpose.” See infra Part V. Both of these inquiries involve solely acts that occurred and facts that existed at or before the Recovery Act’s enactment in June 2014. Thus, plaintiffs’ contract clauses claims do not require further factual development. The Court therefore finds that plaintiffs’ preemption and contract clauses claims are fit for review. b) Hardship The hardship prong of the ripeness test evaluates whether “the impact” of the challenged law upon the plaintiffs is “sufficiently direct and immediate as to render the issue appropriate for judicial review.” Abbott Labs., 387 U.S. at 152, 87 S.Ct. 1507. This inquiry should also “focus on the judgment’s usefulness” and consider “whether granting relief would serve a useful purpose, or, put another way, whether the sought-after declaration would be of. practical assistance in setting the underlying controversy to rest.” Rhode Island, 19 F.3d at 693; accord Verizon New England, 651 F.3d at 188. Plaintiffs allege that the enactment of the Recovery Act totally eliminated several remedial and security rights promised to them in the Authority Act and in the Trust Agreement. First, in the Authority Act, the Commonwealth expressly pledged that it would not alter PREPA’s rights until all bonds are fully satisfied and discharged. P.R. Laws Ann. tit. 22 § 215. Plaintiffs allege that the Recovery Act eliminates this guarantee by giving PREPA the right to participate in a new legal regime to restructure its debts. Second, section 17 of the Authority Act grants bondholders the right to seek appointment of a receiver if PREPA defaults. P.R. Laws Ann. tit, 22 § 207. This right is incorporated into section 804 of the Trust Agreement, which guarantees that bondholders have the right to seek “the appointment of a receiver as authorized by the Authority Act” if PREPA defaults. Trust Agreement § 804. Plaintiffs allege that the Recovery Act expressly eliminates the right to seek the appointment of a receiver. See Recovery Act § 108(b). Third, the Trust Agreement includes a guarantee that PREPA will not create a lien equal to or senior to the lien on PREPA’s revenues that secures plaintiffs’ bonds. Trust Agreement § 712. Plaintiffs allege that the Recovery Act eliminates this guarantee by permitting PREPA to obtain credit secured by a lien that is senior to plaintiffs’ lien. See Recovery Act §§ 129(d), 206(a), 322(c). Fourth, in the event of default, the Trust Agreement gives PREPA bondholders the right to accelerate payments. Trust Agreement § 803. Plaintiffs allege that the Recovery Act destroys their right to this remedy both during the suspension and stay provisions, Recovery Act §§ 205, 304, and after the special court approves a plan pursuant to Chapter 2 or 3, id. §§ 115(b)(2), 115(c)(3). Fifth, the Trust Agreement contains an ipso facto clause that provides that PREPA is deemed in default if PREPA institutes a proceeding “for the purpose of effecting a composition between [PREPA] and its creditors or for the purpose of adjusting the claims of such creditors.” Trust Agreement § 802(g). Plaintiffs allege that the Recovery Act explicitly renders this ipso facto clause unenforceable in a section titled “Unenforceable Ipso Facto Clauses.” See Recovery Act § 825(a); see also id. § 205(c). The Commonwealth’s nullification of this series of statutory and contractual security rights and remedial provisions, through its enactment of the Recovery Act, is a “direct and immediate” injury to the plaintiff bondholders. See Abbott Labs., 387 U.S. at 152, 87 S.Ct. 1507. Plaintiffs should not be forced to live with such substantially impaired contractual rights' — rights that they bargained for when they purchased the nearly two billion dollars worth of PREPA bonds that they hold collectively. This hardship is certainly more immediate and concrete than the “threat to federalism” hardship that the plaintiff alleged in Texas, which the Supreme Court viewed as an “abstraction” that was “inadequate to support suit unless the [plaintiffs] primary conduct is affected.” 523 U.S. at 302, 118 S.Ct. 1257. Here, not having the guarantee of remedial provisions that they were ■promised affects plaintiffs’ day-to-day business as PREPA bondholders, particularly when negotiating with PREPA over remedies and potential restructuring. Indeed, the threat of PREPA’s invocation of the Recovery Act hangs over plaintiffs and diminishes their bargaining power as bondholders. See Metro. Wash. Airports Auth. v. Citizens for Abatement of Aircraft Noise, Inc., 501 U.S. 252, 265 n. 13, 111 S.Ct. 2298, 115 L.Ed.2d 236 (1991) (concluding that constitutional challenge to “veto power” of administrative board was ripe “even if the veto power has not been exercised to respondents’ detriment” because the “threat of the veto hangs over the [decisionmakers subject to the veto] like the sword over Damocles, creating a ‘here-and-now subservience’” to the administrative board). In addition, plaintiffs’ sought-after declaration that the Recovery Act is unconstitutional would “be of practical assistance in setting the underlying controversy to rest” because it would completely restore plaintiffs’ contractual rights. See Rhode Island, 19 F.3d at 693. In this sense, the hardship here is unlike the hardship in Ernst & Young, 45 F.3d 530. In that case, the plaintiff alleged that a Rhode Island law limiting nonsettling tortfeasors’ right of contribution against joint tortfeasors caused two hardships: increased pressure to settle a negligence suit and an inability to evaluate its exposure therein. 45 F.3d at 532-33, 539. The First Circuit Court of Appeals, in holding the claim unripe, reasoned that resolving the challenge to the Rhode Island law would be of “limited utility” to the plaintiff because (1) the plaintiff would still be faced with the negligence suit, and (2) the right to contribution was only one of many factors involved in the plaintiffs settlement calculations. Id. at 540 (explaining that “the usefulness that may satisfy the hardship prong ... is not met by a party showing that it has the opportunity to move from a position of utter confusion to one of mere befuddlement”). Here, the declaration that plaintiffs seek on their preemption and contract clauses claims — that the Recovery Act in its entirety is unconstitutional — would be of great utility to plaintiffs because it would completely restore their rights guaranteed in the Authority Act and the Trust Agreement. In sum, delaying adjudication on the merits of plaintiffs’ constitutional claims until PREPA invokes the Recovery Act— the event that the Commonwealth defendants concede would render plaintiffs’ challenges ripe, (Civil No. 14-1518, Docket No. 95-1 at pp. 1, 12-13) — would continue to inflict hardship on plaintiffs with no identifiable corresponding gain. Thus, having satisfied the fitness and hardship prongs of the ripeness test, the Court concludes that plaintiffs’ preemption and contract clauses claims are ripe for review. 2. Plaintiffs’ Stay of Federal Court Proceedings Claims Are Not. Ripe Plaintiffs seek a declaratory judgment that the Recovery Act violates the United States Constitution to the extent that section 304 of the Act authorizes a stay of federal court proceedings when a public corporation files for debt relief. (Civil No. 14-1518, Docket No. 85 at ¶¶ 55, 69; Civil No. 14-1569, Docket No. 20 at ¶¶ 76, 83(d).) Plaintiff BlueMountain additionally claims that section 205 of the Recovery Act unconstitutionally authorizes a suspension of federal court proceedings. (Civil No. 14-1569, Docket No. 20 at ¶¶ 76, 83(d).) Plaintiffs do not identify a specific provision of the Constitution that these provisions violate, but rather rely on the United States Supreme Court holding in Donovan v. City of Dallas, 377 U.S. 408, 413, 84 S.Ct. 1579, 12 L.Ed.2d 409 (1964), that “state courts are completely without power to restrain federal-court proceedings in in personam actions.” First, as to the claims’ fitness, the Court evaluates whether plaintiffs are. requesting “specific relief through a decree of conclusive character” as opposed to “an opinion advising what the law would be upon a hypothetical state of facts.” Rhode Island, 19 F.3d at 693 (quoting Aetna Life Ins. Co., 300 U.S. at 241, 57 S.Ct. 461). The following language in plaintiffs’ complaint reveals that they seek the latter: To the extent any provision of the [Recovery Act] enjoins, stays, suspends or precludes [plaintiffs] from exercising their rights in federal court, including their right to challenge the constitutionality of the Recovery Act itself in federal court, those provisions also violate the Constitution. (Civil No. 14-1518, Docket No. 85 at ¶ 57; Civil No. 14-1569, Docket No. 20 at ¶ 77.) Plaintiffs essentially seek an opinion that certain applications of the suspension and stay provisions of the Recovery Act would be unconstitutional. The Court finds that this request is akin to the relief sought in Texas, and that the operation of sections 304 and 205 of the Recovery Act would be “better grasped when viewed in light of a particular application.” Texas, 523 U.S. at 301, 118 S.Ct. 1257. Second, as to the prudential component of the fitness prong, the “remoteness and abstraction” of plaintiffs’ pre-enforcement injury is “increased by that fact that [the suspension and stay provisions have] yet to be interpreted by the [Puerto Rico] courts.” See Texas, 523 U.S. at 301, 118 S.Ct. 1257. Thus, “ ‘[postponing consideration of the questions presented, until a more concrete controversy arises, also has the advantage of permitting the state courts further opportunity to construe’ the provisions,” and indeed to construe them in a constitutional way. See id. (quoting Renne v. Geary, 501 U.S. 312, 323, 111 S.Ct. 2331, 115 L.Ed.2d 288 (1991)). Finally, concerning the hardship prong, the Court examines whether withholding judgment on the stay of federal court proceedings claims would create a “direct and immediate dilemma for the parties.” See Stern v. U.S. Dist. Court for Dist. of Mass., 214 F.3d 4, 10 (1st Cir.2000). Because PREPA has not filed for debt relief pursuant to the Recovery Act, the suspension period and automatic stay in sections 205 and 304 of the Recovery Act have not been triggered. Thus, plaintiffs do not allege that any actual application of the suspension or stay provisions has injured them. The Court therefore turns to whether the enactment of these provisions causes a direct injury. Enactment of the suspension and stay provisions appears to impair plaintiffs’ contractual right to sue to enforce the terms of the Trust Agreement, see Trust Agreement § 804, which does impose hardship on plaintiffs. But this showing of hardship is weak — much weaker than the hardship created by the nullification of the series of rights that supported jurisdiction of plaintiffs’ preemption and contract clauses claim. Thus, plaintiffs’ stay of federal court proceedings claims fail the fitness prong and has a weak showing on the hardship prong of the ripeness test. The Court therefore concludes that these claims are unripe and GRANTS the Commonwealth defendants’ motions to dismiss, (Civil No. 14-1518, Docket No. 95; Civil No. 14-1569, Docket No. 29), as to the stay of federal court proceedings claims. C. Standing The doctrines of ripeness and standing overlap in many ways. McInnis-Misenor, 319 F.3d at 71. Standing, like ripeness, has roots in Article Ill’s case or controversy requirement. See U.S. Const. Art. Ill, § 2. To establish constitutional standing, a plaintiff must satisfy three elements: “a concrete and particularized injury in fact, a causal connection that permits tracing the claimed injury to the defendant’s actions, and a likelihood that prevailing in the action will afford some redress for the injury.” Weaver’s Cove Energy, LLC v. R.I. Coastal Res. Mgmt. Council, 589 F.3d 458, 467 (1st Cir.2009) (internal quotation marks and citations omitted). Plaintiffs meet these three elements as to their preemption and contract clauses claims against the Commonwealth defendants. First, as discussed above, the Recovery Act’s nullification of several statutory and contractual security rights is a direct injury to the plaintiff bondholders. Second, this injury was caused by the Commonwealth’s enactment of the Recovery Act. Third, plaintiffs’ desired declaratory-judgment that the Recovery Act is unconstitutional will afford plaintiffs redress for the injury because it will nullify the Recovery Act, restoring plaintiffs’ statutory and contractual rights. As to the Franklin and Oppenheimer Rochester plaintiffs’ claims against PREPA, however, the second element of the standing test is not met: the elimination of plaintiffs’ security rights is traceable only to the Commonwealth’s enactment of the Recovery Act and not to any action by PREPA. If PREPA’s filing for debt relief pursuant to the Recovery Act were imminent, this could be a sufficient injury traceable to PREPA. See Katz v. Pershing, LLC, 672 F.3d 64, 71 (1st Cir.2012) (explaining that an “imminent injury” can satisfy the standing injury-in-fact requirement if the harm is “sufficiently threatening,” but that “it is not enough that the harm might occur at some future time”). To support their allegation that PREPA will file for relief pursuant to the Recovery Act imminently, plaintiffs point to (1) the Recovery Act’s Statement of Motives, which identifies PREPA as the “most dramatic example” of a Commonwealth public corporation that faces significant financial challenges, and (2) market watchers’ predi-cations from July 2014 that it is highly likely that PREPA will seek relief pursuant to the Recovery Act in the near future. (Civil No. 14-1518, Docket No. 85 at ¶¶ 18-19.) Without more, these two factual allegations merely support speculation that PREPA will file for relief at some future time; they do not support the conclusion that the filing is imminent. Accordingly, because the Franklin and Oppenheimer Rochester plaintiffs have not sufficiently alleged any injury traceable to an action by PREPA, they lack standing to assert their claims against PREPA. The Court therefore GRANTS PREPA’s motion to dismiss, (Civil No. 14-1518, Docket No. 97), as to all claims to the extent that they are asserted against PREPA, and DISMISSES PREPA from Civil Case No. '14-1518. The Court proceeds to the merits of plaintiffs’ preemption and contract clauses claims. The Court will then address the ripeness and merits of the Franklin and Oppenheimer Rochester plaintiffs’ Takings Clause claim. IV. PREEMPTION Plaintiffs seek a declaratory judgment that the Recovery Act in its entirety is preempted by the federal Bankruptcy Code and violates the Bankruptcy Clause of the United States Constitution. (Civil No. 14-1518, Docket No. 85 at ¶ 59; Civil No. 14-1569, Docket No. 20 at ¶ 83(a).) The Commonwealth defendants move to dismiss, (Civil No. 14-1518, Docket No. 95; Civil No. 14-1569, Docket No. 29), and the Franklin and Oppenheimer Rochester plaintiffs cross-move for summary judgment, (Civil No. 14-1518, Docket No. 78). The Court first addresses the appropriate standard of review and then discusses the merits of plaintiffs’ preemption claims. A. Rule 12(b)(6) Motion to Dismiss and Rule 56(a) Motion for Summary Judgment Standards The Commonwealth defendants’ motions to dismiss are governed by Federal Rule of Civil Procedure 12(b)(6) (“Rule 12(b)(6)”). See Fed.R.Civ.P. 12(b)(6). Pursuant to Rule 12(b)(6), the Court construes the well-pleaded facts in the plaintiffs’ complaints in the light most favorable to the plaintiffs and will dismiss the complaints if they fail to state a plausible legal claim upon which relief can be granted. Ocasio-Hernandez v. Fortuño-Burset, 640 F.3d 1, 7, 12-13 (1st Cir.2011). The Franklin and Oppenheimer Rochester plaintiffs’ motion for summary judgment is governed by Federal Rule of Civil Procedure 56. See Fed.R.Civ.P. 56. The Court will grant summary judgment if plaintiffs show “that there is no genuine dispute as to any material fact” and that they are “entitled to judgment as a matter of law.” Id. The parties agree that the preemption claim is purely legal and involves no disputed issues of material fact. (Civil No. 14-1518, Docket Nos. 79 at p. 7 & 95-2 at pp. 1-2.) The Court therefore resolves the preemption issues presented in the parties’ motions as ones of law. B. Preemption Principles The Supremacy Clause of the United States Constitution mandates that federal law “shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the Contrary notwithstanding.” U.S. Const, art. VI, cl. 2. Pursuant to this mandate, “Congress has the power to preempt state law,” Crosby v. Nat’l Foreign Trade Council, 530 U.S. 363, 372, 120 S.Ct. 2288, 147 L.Ed.2d 352 (2000), and a “state law that contravenes a federal law is null and void,” Tobin v. Fed. Exp. Corp., 775 F.3d 448, 452 (1st Cir.2014). “For preemption purposes, the laws of Puerto Rico are the functional equivalent of state laws.” Antilles Cement Corp. v. Fortuno, 670 F.3d 310, 323 (1st Cir.2012). A federal statute can preempt a state law in three ways: express preemption, conflict preemption, and field preemption. Arizona v. United States, — U.S. -, 132 S.Ct. 2492, 2500-01, 183 L.Ed.2d 351 (2012). Here, plaintiffs raise arguments pursuant to all three. C.Express Preemption by Section 903(1) of the Federal Bankruptcy Code “Express preemption occurs when congressional intent to preempt state law is made explicit in the language of a federal statute.” Tobin, 775 F.3d at 452. Here, Chapter 9 of the federal Bankruptcy Code contains an express preemption clause in section 903(1). Section 903, in its entirely, provides as follows: This chapter does not limit or impair the power of a State to control, by legislation or otherwise, a municipality of or in such State in the exercise of the political or governmental powers of such municipality, including expenditures for such exercise, but— (1) a State law prescribing a method of composition of indebtedness of such municipality may not bind any creditor that does not consent to such composition; and (2) a judgment entered under such a law may not bind a creditor that does not consent to such composition. 11 U.S.C. § 903 (emphasis added). Thus, by enacting section 903(1), Congress expressly preempted state laws that prescribe a method of composition of municipal indebtedness that binds nonconsenting creditors. The existence of this express preemption clause “does not immediately end the inquiry,” however, because the Court must still ascertain “the substance and scope of Congress’ displacement of state law.” See Altria Grp., Inc. v. Good, 555 U.S. 70, 76, 129 S.CÉ. 538, 172 L.Ed.2d 398 (2008). “Congressional intent is the principal resource to be used in defining the scope and extent of an express preemption clause,” and courts look to the clause’s “text and context” as well as its “purpose and history” in this endeavor. Brown v. United Airlines, Inc., 720 F.3d 60, 63 (1st Cir.2013). Accordingly, to determine whether section 903(1) preempts the Recovery Act, the Court first examines the clause’s text and then considers its history, purpose, and context. 1. Section 903(1) Textual Analysis (a) “A State law” By its terms, section 903(1) applies to “State” laws. 11 U.S.C. § 903(1). Thus, an initial inquiry is whether Congress intended for section 903(1) to apply to Puer-to Rico laws. The federal Bankruptcy Code provides in section 101(52) that “[t]he term ‘State’ includes the District of Columbia and Puerto Rico, except for the purpose of defining who may be a debtor under chapter 9 of this title.” Id. § 101(52). Therefore, Puerto Rico is a “State” within the meaning of section 903(1) unless section 903(1) fits into the narrow exception of “defining who may be a debtor under chapter 9.” See id. Section 903(1) prohibits state composition laws that bind nonconsenting creditors; it says nothing of who may be a Chapter 9 debtor. Id. § 903(1). Thus, it is clear from the text that Puerto Rico is a “State” within the meaning of section 903(1). To refute this very plain conclusion, the Commonwealth defendants argue that “the [Bankruptcy] Code specifically excludes Puerto Rico (as well as the District of Columbia) from the definition of ‘State’ for purposes of Chapter 9.” See Civil No. 14-1518, Docket No. 95-1 at p. 16. If Congress intended to exclude Puerto Rico from the definition of “State” for purposes of all Chapter 9 provisions, then section 101(52) would likely read as follows: “The term ‘State’ includes the District of Columbia and Puerto Rico, except under chapter 9 of this title.” But Congress included ten more words in section 101(52) that the Commonwealth defendants attempt to, but cannot, ignore: “The term 'State’ includes the District of Columbia and Puerto Rico, except for the purpose of defining who may he a debtor under chapter 9 of this title.” See 11 U.S.C. § 101(52) (emphasis added). In other words, Congress expressly defined “State” as including Puerto Rico and then enumerated a single, specific exception where the term “State” does, not include'Puerto Rico. To infer that Congress intended an additional or broader exception — i.e.,, that Congress intended to exclude Puerto Rico from the definition of “State” for purposes of section 903(1) or for all of Chapter 9 — would violate the canon of expressio unius est exclusio al-terius. See TRW Inc. v. Andrews, 534 U.S. 19, 28, 122 S.Ct. 441, 151 L.Ed.2d 339 (2001) (explaining that where Congress explicitly enumerates a single exception, additional exceptions are not to be implied absent evidence of contrary legislative intent). The Commonwealth defendants’ textual argument on this point thus holds no water. (b) “Prescribing a method of composition of indebtedness” Section 903(1) applies to state laws that “prescrib[e] a method of composition of indebtedness.” 11 U.S.C. § 903(1). A “composition” is an “agreement between a debtor and two or more creditors for the adjustment or discharge of an obligation for some lesser amount.” Black’s Law Dictionary 346 (10th ed.2014). Chapter 2 of the Recovery Act permits an eligible public corporation to “seek debt relief from its creditors,” Recovery Act § 201(b), through “any combination of amendments, modifications, waivers, or exchanges,” which may include “interest rate adjustments, maturity extensions, debt relief, or other revisions to affected debt instruments,” id. Stmt, of Motives, § E; see id. § 202(a).' Chapter 3 of the Recovery Act permits an eligible public corporation “to defer debt repayment and to decrease interest and principal” owed to creditors. Id. Stmt, of Motives, § E; see id. §§ 301, 307-308, 310, 315. Thus, both Chapters 2 and 3 of the Recovery Act create procedures for indebted public corporations to adjust or discharge their obligations to creditors. Therefore, the Recovery Act prescribes a method of composition of indebtedness, which is exactly what section 903(1) prohibits. (c) “Of such municipality” Section 903(1) applies to state laws addressing the indebtedness of a state “municipality.” 11 U.S.C. § 903(1). A “municipality” is a “political subdivision or public agency or instrumentality of a State.” Id. § 101(40). The Recovery Act applies to debts of “any public sector obligor.” Recovery Act ■ § 104. A “public sector obligor” is defined as a “Commonwealth Entity,” subject to three exclusions. Id. § 102(50). A “Commonwealth Entity” includes “a department, agency, district, municipality, or instrumentality (including a public corporation) of the Commonwealth.” Id. § 102(13). Thus, the Recovery Act applies to the debts of Commonwealth “instrumentalities,” which are “municipalities” for purposes of section 903(1). (d) “May not bind any creditor that does not consent to such composition” Finally, section 903(1) applies to state laws that bind nonconsenting creditors. 11 U.S.C. § 903(1). Pursuant to Chapter 2 of the Recovery Act, if creditors representing at least fifty percent of the debt in a given class vote on whether to accept the proposed debt amendments, and at least seventy-five percent of participating voters approve, then the court order approving the debt relief transaction binds the entire class. Recovery Act §§ 115(b), 202(d), 204. Pursuant to Chapter 3 of the Recovery Act, if “at least one class of affected debt has voted to accept the plan by a majority of all votes cast in such class and two-thirds of the aggregate amount of affected debt in such class that is voted,” then the court order confirming the debt enforcement plan binds all of the public corporation’s creditors, regardless of their class. Id. §§ 115(c), 315(e). Thus, because they do not require unanimous creditor consent, the compositions prescribed in Chapter 2 and 3 of the Recovery Act may bind nonconsenting creditors. 2. Section 903(1) History, Purpose, and Context The legislative history of section 903(1) and of its predecessor, section 83(i) of the Bankruptcy Act of 1937 (“section 83(i)”), further supports the conclusion that Congress intended to preempt Puerto Rico laws that create municipal debt restructuring procedures that bind nonconsenting creditors. In 1946, Congress added the following language, which is nearly identical to the language in section 903(1), to section 83(i): “[N]o State law prescribing a method of composition of indebtedness of such agencies shall be binding upon any creditor who does not consent to such composition.” Pub.L. No. 481, § 83(i), 60 Stat. 409, 415 (1946). Congress explained why it added this prohibitory language to section 83(i) in a House Report: [A] bankruptcy law under which bondholders of a municipality are required to surrender or cancel their obligations should be uniform throughout the 48 States, as the bonds of almost every municipality are widely held. Only under a Federal law should a creditor be forced to accept such an adjustment without his consent. H.R.Rep. No. 79-2246, at 4 (1946). Congress reaffirmed this intent when it enacted section 903(1) three decades later: The proviso in section 83, prohibiting State composition procedures for municipalities, is retained. Deletion of the provision would “permit all States to enact their own versions of Chapter IX”, ... which would frustrate the constitutional mandate of uniform bankruptcy laws. S.Rep. No. 95-989, at 110 (1978), 1978 U.S.C.C.A.N. 5787, 5896. It is evident from this legislative history that, because municipal bonds are widely held across the United States, Congress enacted section 903(1) to ensure that only a uniform federal law could force noncon-senting municipal bondholders to surrender or cancel part of their investments. Nothing in its legislative history indicates that Congress intended to exempt Puerto Rico from section 903(l)’s expressly universal preemption purview. The Commonwealth defendants nonetheless argue that section 903(1) does not apply to Puerto Rico laws. They do not attempt to rebut the provision’s clear legislative history, however, and instead present arguments based on logic and context. First, the Commonwealth defendants contend that it would be “anomalous” to read the federal Bankruptcy Code as both precluding Puerto Rico municipalities from participating in Chapter 9 proceedings and preempting Puerto Rico laws that govern debt restructuring for Puerto Rico municipalities. (Civil No. 14-1518, Docket No. 95-1 at p. 17.) But Puerto Rico municipalities are not unique in their inability to restructure their debts. This is because Chapter 9 is available to a municipality only if it receives specific authorization from its state, 11 U.S.C. § 109(c)(2), and many states have not enacted authorizing legislation. Congress’s decision not to permit Puerto Rico municipalities to be Chapter 9 debtors, see 11 U.S.C. 101(52), reflects its considered judgment to retain control over any restructuring of municipal debt in Puerto Rico. Congress, of course, has the power to treat Puerto Rico differently than it treats the fifty states. See 48 U.S.C. § 734 (providing that federal laws “shall have the same force and effect in Puerto Rico as in the United States” “except as ... otherwise provided”); Antilles Cement Corp., 670 F.3d at 323 (“Congress is permitted to treat Puerto Rico differently despite its state-like status.”). Next, the Commonwealth defendants contend that section 903 does not apply to Puerto Rico because that section “addresses the impact of ‘[t]his chapter’ — ie., Chapter 9 — on States’ authority to regulate the debt restructuring of their own [municipalities].” (Civil No. 14-1518, Docket No. 95-1 at pp. 19-20.) They reason that because Puerto Rico municipalities are not eligible to participate in Chapter 9 bankruptcy proceedings, “it follows that [sjection 903 does not apply.” Id. The Commonwealth defendants misread section 903, which first clarifies that Chapter 9 “does not limit or impair the power of a State to control” the political or governmental powers of its municipalities, 11 U.S.C. § 903, and then qualifies that statement by prohibiting state laws that bind nonconsenting creditors to a composition of indebtedness of a municipality, and prohibiting judgments entered pursuant to those laws that bind nonconsenting creditors, id. § 903(l)-(2). Nothing in the text, context, or legislative history of section 903 remotely supports the Commonwealth defendants’ inferential leap that Congress intended the prohibition in section 903(1) to apply only to states whose municipalities are eligible to file for Chapter 9 bankruptcy. Finally, the Commonwealth defendants argue that section 903 “by its terms is limited to the relationship between an ‘indebted[ ]’ municipality and its ‘creditors’ in Chapter 9 cases,” and that “[ujnless a municipality can qualify as a ‘debtor’ under Chapter 9, it obviously cannot be an ‘indebted[ ]’ municipality with a ‘creditor’ under Chapter 9.” (Civil No. 14-1518, Docket No. 95-1 at p. 20.) The Commonwealth defendants rely on the Bankruptcy Code’s definition of “creditor” to support their strained reading, but nothing in that definition indicates that the term “creditor” is limited to entities eligible to bring claims pursuant to Chapter 9. See 11 U.S.C. § 101(10) (defining “creditor” as (1) an “entity that has a claim against the debt- or,” (2) an “entity that has a claim against the estate,” or (3) “an entity that has a community claim”); id. § 101(5) (defining “claim” as a “right to payment”). Thus, the Commonwealth defendants’ attempt to read a “Chapter 9 eligibility” requisite into the scope of section 903(1) is wholly without textual support, and the legislative -history of that section supports a contrary, universal reading of the prohibition. 3. Express Preemption Conclusion The Court recognizes that federal preemption of a state law “is strong medicine” and “will not lie absent evidence of clear and manifest congressional purpose.” Mass. Ass’n of Health Maint. Orgs. v. Ruthardt, 194 F.3d 176, 178-79 (1st Cir. 1999). Despite this high bar, this is not a close case. Section 903(l)’s text and legislative history provide direct evidence of Congress’s clear and manifest purpose to preempt state laws that prescribe a method of composition of municipal indebtedness that binds nonconsenting creditors, see 11 U.S.C. § 903(1), and to include Puerto Rico laws in this preempted arena, see id. § 101(52). The Recovery Act is such a law and is therefore unconstitutional pursuant to the Supremacy Clause of the United States Constitution. D. Conflict and Field Preemption Unlike their Franklin and Oppenheimer Rochester counterparts, who plead that section 903(1) is an express preemption clause, plaintiff BlueMountain raises many of the same section 903(1) arguments but frames them as “conflict preemption” and “field preemption.” (Civil No. 14-1569, Docket No. 20 at pp. 13-18.) Conflict preemption occurs “when federal law is in ‘irreconcilable conflict’ with state law.” Telecomm. Regulatory Bd. of P.R. v. CTIA-Wireless Ass’n, 752 F.3d 60, 64 (1st Cir.2014) (quoting Barnett Bank of Marion Cnty., N.A. v. Nelson, 517 U.S. 25, 31, 116 S.Ct. 1103, 134 L.Ed.2d 237 (1996)).- As explained above, section 903(1) of the federal Bankruptcy Code prohibits state laws that create composition procedures for indebted municipalities that bind nonconsenting creditors, and the Recovery Act is such a law. Section 903(1) of the federal Bankruptcy Code and the Recovery Act are thus in “irreconcilable conflict.” Conflict preemption also occurs “when the state law stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress.” Telecomm. Regulatory Bd. of P.R., 752 F.3d at 64 (internal quotation marks and citation omitted). Again, as previously discussed, the text and legislative history of section 903(1) indicate that Congress intended to ensure that only pursuant to a uniform federal law would non-consenting creditors be forced to accept municipal compositions. The Recovery Act stands as an obstacle to achieving this purpose because it prescribes municipal composition procedures that are outside of the federal Bankruptcy Code and are available only to Puerto Rico “municipalities'.” Field preemption occurs when states “regulat[e] conduct in a field that Congress, acting within its proper authority, has determined must be regulated by its exclusive governance.” Arizona, 132 S.Ct. at 2501. ‘Congressional intent to preempt state law in an entire field “can be inferred from a framework of regulation ‘so pervasive ... that Congress left no room for the States to supplement it’ or where there is a ‘federal interest ... so dominant that the federal system will be assumed to preclude enforcement of state laws on the same subject.’ ” Id. (quoting Rice v. Santa Fe Elevator Corp., 331 U.S. 218, 230, 67 S.Ct. 1146, 91 L.Ed. 1447 (1947)). Here, however, the Court need not resort to these modes of inference because Congress enacted an express preemption clause that delineates the parameters of the field it intended to preempt. Thus, the Court goes no further than finding that, by enacting section 903(1), Congress expressly preempted the field of municipal composition procedures that bind nonconsenting creditors. See 11 U.S.C. § 903(1). E. “Dormant Bankruptcy Clause” Preemption “Wholly apart” from their section 903(1) express preemption claim, the Franklin Oppenheimer and Rochester plaintiffs raise a somewhat novel argument that the Bankruptcy Clause of the United States Constitution, by itself, preempts the Recovery Act. (Civil No. 14-1518, Docket No. 79 at pp. 21-23.) The plaintiffs contend that the United States Supreme Court has long held that the Bankruptcy Clause grants the power to authorize a discharge to the federal government alone, and that states therefore are prohibited from enacting bankruptcy discharge laws. Id. at p. 21. The Supreme Court cases that 'plaintiffs cite, however, indicate that the constitutional prohibition on state bankruptcy discharge laws arises not from the Bankruptcy Clause, but from the Contract Clause. See Sturges v. Crowninshield, 17 U.S. 122, 199, 4 Wheat. 122, 4 L.Ed. 529 (1819) (“The constitution does not grant to the states the power of passing bankrupt laws, ... [but restrains states’ power] as to prohibit the passage of any law impairing the obligation of contracts. Although, then, the states may, until that power shall be exercised by congress, pass laws concerning bankrupts; yet they cannot constitutionally introduce into such laws a clause which discharges the obligations the bankrupt has entered into.” (emphasis added)); Ry. Labor Execs.’ Ass’n v. Gibbons, 455 U.S. 457, 472 n. 14, 102 S.Ct. 1169, 71 L.Ed.2d 335 (1982) (“Apart from and independently of the Supremacy Clause, the Contract Clause prohibits the States from enacting debtor relief laws which discharge the debtor from his obligations.”). The Court therefore rejects the Franklin Oppenheimer and Rochester plaintiffs’ “dormant Bankruptcy Clause” preemption argument and will address the Contract Clause issues in Part V of this opinion. F. Preemption Conclusion Section 903(1) of the federal Bankruptcy Code preempts the Recovery Act. The Recovery Act is therefore unconstitutional pursuant to the Supremacy Clause of the United States Constitution. Accordingly, the Court DENIES the Commonwealth defendants’ motions to dismiss plaintiffs’ preemption claims, (Civil No. 14-1518, Docket No. 95; Civil No. 14-1569, Docket No. 29), and GRANTS the Franklin and Oppenheimer Rochester plaintiffs’ cross-motion for summary judgment on their preemption claim, (Civil No. 14-1518, Docket No. 78). V. CONTRACT CLAUSES Plaintiffs seek a declaratory judgment that the Recovery Act violates the Contract Clause of the United States Constitution by impairing the contractual obligations imposed by the Authority Act and the Trust Agreement. (Civil No. 14-1518, Docket No. 85 at ¶ 66; Civil No. 14-1569, Docket No. 20 at ¶ 83(b).) Plaintiff BlueMountain seeks an additional declaratory judgment that the Recovery Act violates the Contract Clause of the Puerto Rico Constitution for the same reason. (Civil No. 14-1569, Docket No. 20 at ¶ 83(c).) The Commonwealth defendants move to dismiss. (Civil No. 14-1518, Docket No. 95; Civil No. 14-1569, Docket No. 29.) The Commonwealth defendants’ motions to dismiss are again governed by Rule 12(b)(6), and the Court will dismiss the complaints if they fail to state a plausible legal claim upon which relief can be granted. See Fed.R.Civ.P. 12(b)(6); Ocasio-Hernandez, 640 F.3d at 12-13. The Court “must assume the truth of all well-pleaded facts and give the plaintiff[s] the benefit of all reasonable inferences therefrom.” United Auto., Aerospace, Agric. Implement Workers of Am. Int’l Union v. Fortuño, 633 F.3d 37, 39 (1st Cir.2011) [hereinafter UAW] (quoting Thomas v. Rhode Island, 542 F.3d 944, 948 (1st Cir.2008)). The Court considers “only facts and documents that are part of or incorporated into the complaint[s].” Id. (quoting Trans-Spec Truck Serv., Inc. v. Caterpillar Inc., 524 F.3d 315, 321 (1st Cir.2008)). The Court accordingly examines both the factual allegations in plaintiffs’ complaints and the Trust Agreement, which plaintiffs «incorporated by reference into their complaints. See Civil No. 14-1518, Docket No. 85 at ¶ 3; Civil No. 14-1569, Docket No. 20 at ¶ 14. The Contract Clause of the Puerto Rico Constitution, P.R. Const, art. II, § 7, is analogous to the Contract Clause of the United States Constitution, U.S. Const, art. I, § 10, cl. 1, and provides at least the same level ■ of protection against the impairment of the obligation of contracts. Bayron Toro v. Serra, 19 P.R. Offic. Trans. 646, 661-62, 119 D.P.R. 605 (P.R. 1987). The parties do not dispute this. See Civil No. 14-1569, Docket Nos. 20 at ¶ 74 & 29-1 at p. 22 n. 1. Plaintiff BlueM-ountain’s invocation of the Pue