Introduction

This appeal arises from the termination of four employees of Shriners Hospitals for Children, a private nonprofit hospital system, after they refused to obtain a COVID-19 vaccination pursuant to Shriners’ companywide mandate. The plaintiffs sued Shriners, various corporate agents, and the Executive Commissioner of Texas Health and Human Services under 42 U.S.C. § 1983, alleged a direct claim under the federal Emergency Use Authorization statute (21 U.S.C. § 360bbb-3), and asserted Texas common-law claims.

The case presented three core federal questions:

• Whether Texas courts may exercise personal jurisdiction over out-of-state corporate agents whose only alleged acts were signing an EUA provider agreement and signing a corporate vaccination policy.
• Whether a private hospital’s mandatory vaccination policy constitutes “state action” for § 1983 purposes and/or violates the EUA statute’s “option to accept or refuse” language.
• Whether a state health commissioner can be liable under § 1983 for failing to intervene to stop a private employer’s vaccine policy, in light of Article III standing and qualified immunity.

The district court dismissed all claims and declined supplemental jurisdiction over the state-law claims. The Fifth Circuit affirmed the dismissal of all federal claims and modified the judgment to make the dismissal of the state-law claims without prejudice, preserving plaintiffs’ ability to refile in state court.

Summary of the Opinion

• Personal jurisdiction over out-of-state agents: No specific jurisdiction. The agents’ only alleged acts—signing the EUA provider agreement (Bokovitz and Farley) and signing Shriners’ corporate vaccination mandate (Gantt, McCabe, and Grady)—were not “expressly aimed” at Texas and did not give rise to plaintiffs’ injuries in a way sufficient for specific jurisdiction. The court did not need to reach the fiduciary-shield doctrine.
• § 1983 claims against Shriners: Dismissed for lack of state action. The “specific conduct” challenged was Shriners’ role as a private employer imposing an internal vaccination policy, not its separate role as an EUA vaccine provider. Imposing an employee vaccination mandate is not a traditional and exclusive public function; there was no compulsion, joint action, or entwinement with the state.
• EUA statute claim against Shriners: Dismissed. The EUA’s “option to accept or refuse” language imposes an informational duty on vaccine providers toward recipients; it does not regulate or prohibit private employers’ vaccination requirements and contemplates “consequences” of refusal. The court did not reach whether the EUA creates a private right of action.
• Claims against the Texas Health and Human Services Commissioner:
  • Standing: Plaintiffs had Article III standing on traceability because it was “sufficiently predictable” that, if the Commissioner had intervened to stop the policy, plaintiffs would not have been terminated.
  • Qualified immunity: Claims nonetheless dismissed. There is no clearly established duty for the Commissioner to intervene to stop a private employer’s vaccine mandate; bystander-liability theories have not been extended beyond law enforcement.
• State-law claims: The district court properly declined supplemental jurisdiction after dismissing all federal claims, but the Fifth Circuit modified the judgment to dismiss the state claims without prejudice so they may be refiled in state court.

Analysis

A. Precedents Cited and Their Influence

1) Personal jurisdiction

• International Shoe Co. v. Washington, 326 U.S. 310 (1945) and progeny: The touchstone is “minimum contacts” and fairness.
• Ford Motor Co. v. Montana Eighth Judicial District Court, 592 U.S. 351 (2021): Specific jurisdiction requires claims that “arise out of or relate to” the defendant’s forum contacts.
• Calder v. Jones, 465 U.S. 783 (1984); Walden v. Fiore, 571 U.S. 277 (2014): For intentional torts, defendant’s acts must be “expressly aimed” at the forum; focus is on the defendant’s (not the plaintiff’s) forum contacts.
• Rush v. Savchuk, 444 U.S. 320 (1980): Each defendant’s contacts assessed individually; no aggregation or group pleading.
• Fifth Circuit applications: Sangha v. Navig8 ShipManagement, 882 F.3d 96 (5th Cir. 2018) (plaintiff must make a prima facie showing); Revell v. Lidov, 317 F.3d 467 (5th Cir. 2002) (content not directed at Texas failed the “expressly aimed” requirement); Quick Technologies, Inc. v. Sage Group PLC, 313 F.3d 338 (5th Cir. 2002).

These authorities guided the court’s refusal to exercise specific jurisdiction over individual out-of-state agents whose signatures on national agreements and policies did not target Texas or specifically give rise to the Texas plaintiffs’ injuries.

2) State action under § 1983

• Manhattan Community Access Corp. v. Halleck, 587 U.S. 802 (2019): Private entities are rarely state actors; exceptions include exclusive public functions, state compulsion, joint action, or entwinement.
• Brentwood Academy v. Tennessee Secondary School Athletic Ass’n, 531 U.S. 288 (2001): “Entwinement” can transform private conduct into state action.
• Jackson v. Metropolitan Edison Co., 419 U.S. 345 (1974): “Traditional, exclusive public function” is narrow.
• Blum v. Yaretsky, 457 U.S. 991 (1982): State compulsion requires more than regulation or funding; must compel the specific conduct.
• Cornish v. Correctional Services Corp., 402 F.3d 545 (5th Cir. 2005): Identify the “specific conduct” challenged, as an entity may be a state actor for some purposes but not others.
• Hernandez v. Causey, 124 F.4th 325 (5th Cir. 2024): Joint action requires an agreement or meeting of the minds with the state to violate rights.
• Rundus v. City of Dallas, 634 F.3d 309 (5th Cir. 2011): No entwinement where government lacks a role in the private entity’s internal decision-making.
• Unpublished Fifth Circuit: Julapalli v. Boom, No. 24-20276, 2025 WL 314123 (5th Cir. Jan. 28, 2025): A private hospital’s employee vaccine mandate is not a traditional exclusive public function.

Relying on these cases, the Fifth Circuit held that Shriners’ employer mandate was private action. The court carefully cabined analysis to the “specific conduct” at issue—the decision to impose and enforce an internal vaccination policy—distinguishing it from Shriners’ separate role as an EUA vaccine provider.

3) EUA statute interpretation

• Statute: 21 U.S.C. § 360bbb-3(e)(1)(A)(ii)(III) requires individuals be informed of “the option to accept or refuse” EUA products and “the consequences, if any.”
• West Virginia v. EPA, 597 U.S. 697 (2022): Statutes must be read in context and as part of an overall scheme.
• Fifth Circuit/unpublished and district applications: Conner v. Kelly, No. 23-11225, 2024 WL 3177782 (5th Cir. June 26, 2024) (airline’s employee vaccine policy not barred by EUA); Hughes v. Terminix Pest Control, Inc., No. 23-30617, 2024 WL 3440465 (5th Cir. July 17, 2024) (informational duty does not supersede private employment regulation); Bridges v. Houston Methodist Hospital, 543 F. Supp. 3d 525 (S.D. Tex. 2021) (EUA does not regulate private employers).

Building on these, the court held—now in a published, precedential Fifth Circuit decision—that the EUA imposes informational obligations on those administering vaccines to recipients and does not create a substantive right to refuse free of consequences in the employer-employee relationship. The court expressly recognized that the EUA contemplates “consequences” for refusing vaccination and therefore does not preclude private employment mandates.

4) Article III standing and qualified immunity

• FDA v. Alliance for Hippocratic Medicine, 602 U.S. 367 (2024): Standing requires injury, traceability, and redressability; causation fails when third-party reactions are too speculative.
• Spokeo, Inc. v. Robins, 578 U.S. 330 (2016); Lujan v. Defenders of Wildlife, 504 U.S. 555 (1992): Pleading-stage standing principles.
• Pearson v. Callahan, 555 U.S. 223 (2009): Qualified immunity protects officials unless they violate clearly established law.
• Diaz v. Cantu, 123 F.4th 736 (5th Cir. 2024): Bystander liability has not been extended beyond law enforcement; unclear duty to intervene supports qualified immunity.
• Zarnow v. City of Wichita Falls, 500 F.3d 401 (5th Cir. 2007); Cherry Knoll, L.L.C. v. Jones, 922 F.3d 309 (5th Cir. 2019): Burden on plaintiff to defeat qualified immunity; scope of official acts.

Applying Hippocratic Medicine, the court held traceability was satisfied because it was “sufficiently predictable” that if the Commissioner had stopped Shriners from enforcing its mandate, plaintiffs would have kept their jobs. Still, the Commissioner prevailed on qualified immunity because there was no clearly established duty to intervene to stop a private employer’s policy in these circumstances.

5) Supplemental jurisdiction and procedural points

• McCreary v. Richardson, 738 F.3d 651 (5th Cir. 2013); Bass v. Parkwood Hospital, 180 F.3d 234 (5th Cir. 1999): When federal claims are dismissed, state-law claims should ordinarily be dismissed without prejudice under 28 U.S.C. § 1367(c)(3).
• Twombly/Iqbal pleading standards: Legal conclusions do not suffice; factual plausibility required.
• Dixon v. Toyota Motor Credit, 794 F.3d 507 (5th Cir. 2015); United States v. Bennett, 874 F.3d 236 (5th Cir. 2017); Rollins v. Home Depot USA, 8 F.4th 393 (5th Cir. 2021): Arguments raised for the first time in a reply or inadequately briefed are forfeited.

B. The Court’s Legal Reasoning

1) No personal jurisdiction over individual agents

Plaintiffs alleged two categories of conduct by individual, non-Texas agents: signing the EUA provider agreement and signing Shriners’ corporate vaccine policy. The court held:

• Provider agreement signatories (Bokovitz and Farley): Their actions related to vaccine administration nationwide, not to the employment decision or to Texas specifically. Plaintiffs’ injuries did not “arise out of or relate to” these forum contacts.
• Policy signatories (Gantt, McCabe, Grady): Signing a global corporate policy for an international organization was not “expressly aimed” at Texas. The mere fact that Texas employees were affected does not create jurisdiction.

Because plaintiffs did not show each agent’s forum-directed acts that gave rise to their claims, the court affirmed dismissal for lack of personal jurisdiction without reaching the fiduciary-shield doctrine.

2) No state action in Shriners’ employer mandate

The court framed the “specific conduct” as Shriners’ adoption and enforcement of a companywide vaccination policy, not its separate activity as a vaccine provider under federal EUA arrangements. An employer’s internal vaccination mandate:

• Is not a traditional exclusive public function;
• Was not compelled by the state;
• Was not joint action with the state (no meeting of the minds or conspiracy alleged); and
• Was not entwined with the state (no governmental role in internal decision-making).

This analysis foreclosed all § 1983 claims against Shriners because the Fourteenth Amendment’s constraints require state action.

3) EUA statute imposes informational duties on providers, not employers

Section 360bbb-3 requires that recipients be informed of the option to accept or refuse EUA products and of the potential consequences. Reading the provision in context, the court concluded:

• The duty runs to vaccine recipients and is triggered by vaccine administration, not private employment relationships.
• The statute does not apply to private employers’ internal workforce rules and explicitly contemplates there may be “consequences” for refusal.
• Therefore, Shriners did not violate the EUA by terminating employees who refused vaccination; the court did not need to decide whether the EUA provides an implied private right of action.

4) Claims against the Commissioner: standing but qualified immunity

Standing (traceability): The court held it was “sufficiently predictable” that, had the Commissioner stopped enforcement of Shriners’ policy, plaintiffs would not have been fired. That predictability satisfied causation at the pleading stage.

Qualified immunity: Plaintiffs argued the Commissioner had a duty to intervene (akin to bystander liability). The court held the law is not clearly established that a health commissioner must intervene to stop a private employer’s vaccine policy. Bystander-liability concepts have not been extended beyond law enforcement in this circuit, and plaintiffs cited no authority imposing a comparable duty here. Accordingly, qualified immunity barred the claims.

5) State-law claims and procedural posture

After dismissing all federal claims, the district court properly declined supplemental jurisdiction over the Texas claims. But consistent with Fifth Circuit practice, such claims should be dismissed without prejudice, and the appellate court modified the judgment accordingly. Plaintiffs also forfeited any request for leave to amend by raising it only in a reply brief and without adequate analysis.

C. Impact and Implications

1) EUA litigation and employer mandates

• Binding Fifth Circuit precedent: The EUA’s “option to accept or refuse” is an informational duty on vaccine providers toward recipients. It does not create an employment right to refuse without consequences, and it does not constrain private employers’ vaccination policies.
• Practical effect: In Texas, Louisiana, and Mississippi, private employers—especially hospitals—may rely on this decision to defend vaccine mandates against EUA-based challenges. Other federal and state laws (e.g., Title VII, ADA, state statutes) may still impose constraints, but the EUA itself is not such a constraint.

2) State action boundaries

• Clear line-drawing: Participation in federally coordinated vaccine programs and signing EUA provider agreements do not turn private employer policies into state action. Plaintiffs must tether state action to the “specific conduct” they challenge.
• Pleading guidance: Allegations of heavy regulation, public funding, or participation in public-health programs are insufficient absent facts showing compulsion, joint action, or entwinement with the specific conduct.

3) Personal jurisdiction over corporate officers

• Individualized contacts matter: Merely signing a nationwide corporate policy from out-of-state does not establish specific jurisdiction in the forum where the policy is later applied; plaintiffs cannot group defendants together or rely on the forum effects alone.
• Litigation planning: Plaintiffs should expect dismissal of claims against out-of-state signatories unless they can allege and prove forum-directed actions connected to the injury.

4) Suits against state officials: standing and immunity

• Standing threshold: The court’s acceptance of traceability where a state official could have stopped a private policy demonstrates a pragmatic approach to causation when predictability is high.
• But qualified immunity wins: Absent clearly established authority requiring a health commissioner to intervene against private employer policies, officials enjoy qualified immunity. This likely curbs similar “failure-to-intervene” suits outside the law-enforcement context.

5) Procedural and remedial notes

• State claims preserved: Dismissals after federal claims fall should be without prejudice, enabling refiling in state court.
• Amendment requests: Must be timely and adequately briefed; raising them for the first time in a reply risks forfeiture.

D. What Remains Unresolved

• EUA private right of action: The court expressly did not decide whether the EUA statute contains an implied private right of action; it held no violation regardless.
• State action in provider capacity: The court did not reach whether Shriners might be a state actor when administering vaccines to patients; it confined analysis to Shriners’ employer role.
• Fiduciary-shield doctrine: Unaddressed and unnecessary to the judgment; personal jurisdiction failed on minimum-contacts grounds.

Complex Concepts Simplified

• State action (for § 1983): The Constitution generally restricts government, not private actors. A private entity is treated as the state only in narrow circumstances (performing exclusive public functions, being compelled by the state, acting jointly with the state, or being entwined with the state’s policies or management). Courts focus on the specific conduct challenged.
• Emergency Use Authorization (EUA): A mechanism allowing the FDA to permit use of medical products during emergencies. The statute requires recipients be given certain information, including that they can accept or refuse the product and what the consequences of refusal might be. It does not dictate private employers’ HR policies.
• Specific personal jurisdiction: A state court may hear claims against an out-of-state defendant only when the defendant’s own forum-directed acts are sufficiently connected to the specific claims. Nationwide acts with incidental effects in the forum are usually not enough.
• Qualified immunity: Shields government officials from damages liability unless they violated clearly established law. Even if a plaintiff alleges a constitutional violation, the suit is barred if reasonable officials would not have known the conduct was unlawful under existing precedent.
• Supplemental jurisdiction: Federal courts may hear related state-law claims along with federal claims, but if all federal claims are dismissed early, state claims are typically dismissed without prejudice for filing in state court.

Conclusion

Pearson v. Shriners Hospitals provides two principal precedents within the Fifth Circuit: First, a private employer’s COVID-19 vaccination mandate is not state action, even where the employer is a vaccine provider under an EUA program; § 1983 claims premised on such policies fail at the state-action threshold. Second, the EUA’s “option to accept or refuse” language imposes informational obligations on vaccine providers to recipients and does not confer a substantive employment right to refuse vaccination without consequences. The court also clarified personal jurisdiction limits over out-of-state corporate agents and signaled that “failure-to-intervene” claims against non–law enforcement officials are likely barred by qualified immunity absent clearly established duties.

Practically, the decision forecloses attempts to use § 1983 or the EUA statute to challenge private employer vaccine mandates in the Fifth Circuit, while leaving open other potential avenues (e.g., antidiscrimination statutes) subject to their own standards. It further reaffirms basic jurisdictional and pleading principles and preserves plaintiffs’ ability to litigate state-law claims in state court by ensuring dismissals are without prejudice. In the broader legal landscape, Pearson reinforces the narrow scope of state action and cabins EUA-based arguments to their proper, informational domain.