State “Saving Constructions” and Pre-Compliance Review:
The Principle from Spirit Aerosystems v. Paxton

Introduction

On 26 June 2025 the United States Court of Appeals for the Fifth Circuit decided Spirit Aerosystems, Inc. v. Paxton, No. 24-50984. The dispute arose after the Texas Attorney General issued a “Request to Examine” (RTE) to Spirit AeroSystems under a century-old visitorial provision in the Texas Business Organizations Code (TBOC) §§12.151–.156. Spirit brought a facial Fourth-Amendment challenge, arguing that the statute, by demanding immediate compliance on pain of criminal and corporate penalties and by offering no statutory path to pre-compliance judicial review, was unconstitutional under the Supreme Court’s decision in City of Los Angeles v. Patel, 576 U.S. 409 (2015). The district court agreed and entered a permanent injunction against enforcement.

While the appeal was pending, however, the Texas Supreme Court decided Paxton v. Annunciation House, Inc., No. 24-0573, 2025 WL 1536224 (Tex. May 30 2025), holding that recipients of an RTE may—indeed must—obtain pre-compliance review through the mechanisms provided in Texas Rule of Civil Procedure 176.6. Relying on that authoritative state-law construction, the Fifth Circuit vacated the injunction and remanded. The decision establishes an important federal principle: a state supreme court’s saving construction can cure an apparent facial constitutional defect, even when the saving construction post-dates the district court judgment.

Summary of the Judgment

• The Fifth Circuit unanimously vacated the district court’s summary judgment and permanent injunction.
• The panel held that although the RTE statute, read in isolation, conflicted with Patel, the Texas Supreme Court’s reading in Annunciation House integrated Rule 176.6 to guarantee pre-compliance review.
• Because federal courts must defer to a state supreme court’s authoritative construction of its own statutes, the facial challenge could no longer succeed.
• The case was remanded for proceedings consistent with this new construction (e.g., any remaining as-applied or procedural issues).

Analysis

A. Precedents Cited

• City of Los Angeles v. Patel (2015): Requires an “opportunity for pre-compliance review before a neutral decision-maker” when the government compels production of records under threat of penalty. The district court relied on Patel; the Fifth Circuit agreed in principle but found the defect cured by subsequent state interpretation.
• Camara v. Municipal Court & See v. Seattle (1967): Found that administrative searches of homes and businesses require a warrant or equivalent procedural safeguards.
• Donovan v. Lone Steer, Inc. (1984): Administrative subpoena recipients must be able to challenge reasonableness before penalties attach.
• Zadeh v. Robinson; Cotropia v. Chapman (5th Cir. 2019–20): Applied Patel to state administrative subpoenas that threatened licensure penalties.
• Paxton v. Annunciation House, Inc. (Tex. 2025): The crucial state precedent; reads “immediately” in §12.152 in harmony with Tex. R. Civ. P. 176.6, thereby embedding a pre-compliance protective-order procedure.

B. Legal Reasoning

1. Standing Was Satisfied. Spirit faced an active threat because non-compliance could precipitate criminal liability or charter forfeiture. The Attorney General’s discretionary “grace period” did not eliminate the underlying statutory immediacy.
2. Facial Challenge Viability. Relying on Patel, the court reaffirmed that a statute is tested against applications it authorizes, not discretionary, off-statute forbearance. Because the statute textually demanded immediate compliance, a facial challenge was originally plausible.
3. Effect of the State Saving Construction. Under principles of federalism, federal courts defer to a state supreme court’s final construction. Annunciation House declared that:
   • “Immediately” does not foreclose a reasonable time to seek court review.
   • Rule 176.6’s protective-order process is fully available to RTE recipients.
   Once that interpretation became authoritative, the statutory scheme contained the procedural safeguard that Patel requires.
4. Disposition. Because the defect was remedied by state law itself, the Fifth Circuit vacated the district court judgment rather than reversing on the merits. Remand permits the district court to consider any residual, as-applied, or procedural concerns (e.g., scope of injunction, mootness).

C. Impact

• Fourth-Amendment Compliance in State Inspections. Texas now has a clearly articulated pre-compliance pathway for RTEs, bringing the century-old visitorial statute into constitutional conformity.
• Precedential Value on “Saving Constructions.” The case fortifies the doctrine that federal courts should prefer vacatur and remand when a new state-court interpretation cures a constitutional problem.
• Guidance to Attorneys General Nationwide. State investigative regimes that lack explicit review procedures may still survive facial challenges if courts can reasonably graft existing procedural rules onto them.
• Corporate Compliance Strategy. Businesses operating in Texas can invoke Rule 176.6 upon receiving an RTE and need not risk criminal liability to obtain review.
• Litigation Tactics. Parties defending state statutes should alert federal courts to pending state-court cases that may yield clarifying interpretations—failure to do so risks unnecessary injunctions.

Complex Concepts Simplified

Facial vs. As-Applied Challenge

A facial challenge argues the statute is unconstitutional in every situation; an as-applied challenge targets only specific facts or applications.

Pre-Compliance Review

The opportunity for a subpoena or inspection target to ask a neutral court to decide if the government’s demand is reasonable before the target must comply or face penalties.

Visitorial Power

The state’s historical authority to “visit” a corporation and inspect records to ensure lawful conduct—akin to corporate “probation.”

Saving Construction

A judicial interpretation that narrows or clarifies a statute so that it meets constitutional standards, thereby “saving” it from invalidation.

Rule 176.6 Protective Order

A Texas procedural rule letting subpoena recipients move to modify or quash the demand before producing documents, ensuring neutral judicial oversight.

Conclusion

Spirit Aerosystems v. Paxton illustrates the dynamic interplay between state statutory interpretation and federal constitutional review. The Fifth Circuit acknowledged that, standing alone, Texas’s RTE statute conflicted with the Fourth Amendment standard set forth in Patel. Yet by deferring to the Texas Supreme Court’s harmonizing interpretation in Annunciation House, the court reaffirmed a core principle of federalism: state courts are the final arbiters of state law, and their constructions can cure federal constitutional infirmities. Practically, the decision guarantees Texas businesses a clear, judicially endorsed avenue—Rule 176.6—for challenging onerous inspection demands before risking penalties, while preserving the Attorney General’s investigatory powers. Strategically, the judgment stands as a reminder that litigants and courts alike must remain alert to evolving state-law landscapes that may reshape constitutional analysis mid-appeal.