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NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
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SUPREME COURT OF THE UNITED STATES
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No. 91-1496
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PETER C. REITER, et al., PETITIONERS v.
LANGDON M. COOPER, TRUSTEE FOR CAROLINA
MOTOR EXPRESS, INC., et al.
on writ of certiorari to the united states court
of appeals for the fourth circuit
[March 8, 1993]

  Justice Scalia delivered the opinion of the Court.
  This case presents the question whether, when a
shipper defends against a motor common carrier's suit to
collect tariff rates with the claim that the tariff rates were
unreasonable, the court should proceed immediately to
judgment on the carrier's complaint without waiting for
the Interstate Commerce Commission (ICC) to rule on the
reasonableness issue.
                            I
  In many ways, this is a sequel to our decision in
Maislin Industries, U. S., Inc. v. Primary Steel, Inc., 497
U. S. 116 (1990).  The facts of the two cases follow a
pattern that has been replicated many times in the era
of -deregulation- following enactment of the Motor Carrier
Act of 1980, 94 Stat. 793: A motor carrier negotiates with
a shipper rates less than the tariff rates that the
Interstate Commerce Act (ICA), 49 U. S. C. 10701 et
seq., requires the carrier to -publish and file- with the
ICC, 49 U. S. C. 10762.  After the shipments are
delivered and paid for (sometimes years after), the carrier
goes bankrupt and its trustee in bankruptcy sues the
shipper to recover the difference between the negotiated
rates and the tariff rates.  Shippers' standard defenses

against such -undercharge- actions have been (1) that the
carrier's attempt to collect more than the agreed-upon
rates is an -unreasonable practice- proscribed by the Act,
see 10701(a), and (2) that the tariff rates were unlawful
because they were unreasonably high, see ibid.  In 1989,
the ICC announced a policy approving the first of these
defenses.  See NITL-Petition to Institute Rulemaking on
Negotiated Motor Common Carrier Rates, 5 I. C. C. 2d 623
(1989); see also NITL-Petition to Institute Rulemaking on
Negotiated Motor Common Carrier Rates, 3 I. C. C. 2d 99
(1986); Maislin, 497 U. S., at 121-122.  Our decision in
Maislin held that policy invalid under the ICA, because
it would -rende[r] nugatory- the specific command of
10761 that the carrier charge the filed rate.  Id., at 133.
While Maislin thus eliminated the shippers'
-unreasonable-practice- defense, it expressly noted that
-[t]he issue of the reasonableness of the tariff rates is
open for exploration on remand.-  Id., at 129, n. 10.  The
present case presents a problem of timing that has arisen
out of that issue.
  The shippers here are petitioners California
Consolidated Enterprises (CCE) and Peter Reiter.
Between 1984 and 1986, they were engaged in the
business of brokering motor carrier transportation, which
essentially involves serving as a middleman between
motor carriers and the shipping public.  During that
period, petitioners tendered shipments to Carolina Motor
Express, which was operating as a certified motor carrier
in interstate commerce subject to regulation by the ICC.
Carolina and petitioners negotiated rates for several
shipments that were lower than the applicable tariff rates
on file with the ICC.  (Petitioners believed that Carolina
would publish these negotiated rates in its tariffs, but
Carolina never did so.)
  In 1986, Carolina filed for bankruptcy and respondent
Langdon Cooper was appointed trustee.  Respondent Mark
& Associates of North Carolina was retained to conduct
an audit of Carolina's shipping bills, which revealed
undercharges (below applicable tariff rates) in the amount
of $58,793.03 on shipments made by CCE and $13,795.73
on shipments made by Reiter.  Respondents brought
adversary proceedings against petitioners in Bankruptcy
Court to collect those amounts.  Petitioners raised the
standard -unreasonable-practice- and -unreasonable-rate-
claims, and moved the Bankruptcy Court to stay
proceedings and to refer those claims to the ICC.  The
Bankruptcy Court refused to do so and entered judgment
for respondents.  In re Carolina Motor Express, 84 B. R.
979 (WDNC 1988).  In 1989 (prior to our decision in
Maislin), the District Court reversed and held that the
-unreasonable-practice- defense should be referred to the
ICC.  The Court of Appeals, after holding respondents'
appeal in abeyance until our decision in Maislin, reversed
the District Court.  In re Carolina Motor Express, Inc.,
949 F. 2d 107 (CA4 1991).  It held that, in light of
Maislin, there was no need to refer the -unreasonable-
practice- issue to the ICC, 949 F. 2d, at 109; and that the
-unreasonable-rate- claim was no obstacle to the carrier's
action, since even if the tariff rates were unreasonable the
-filed rate- doctrine requires the shipper to pay them first
and then seek relief in a separate action for damages
under 11705(b)(3).  Id., at 110-111.  We granted
certiorari.  504 U. S. ___ (1992).
                           II
  The Interstate Commerce Act requires carriers' rates to
be -reasonable,- 10701(a), and gives shippers an express
cause of action against carriers for damages (called
-reparations- in the pre-codification version of the statute,
see 49 U. S. C. 304a(2), (5) (1976 ed.)) in the amount
of the difference between the tariff rate and the rate
determined to be reasonable by the ICC, 11705(b)(3).
Respondents argue, however, that the unreasonableness
of a tariff rate may not be asserted as a -defense- to an
action to recover charges based on that rate.  That may
be true in a technical sense, since 11705(b)(3) provides
a cause of action rather than a defense.  But that does not
establish that the -unreasonable-rate- issue cannot be
raised in the present suit, since a defendant having a
cause of action against a plaintiff may-indeed, often
must-assert that cause of action as a counterclaim.  See
Fed. Rule Civ. Proc. 13; Southern Const. Co. v. Pickard,
371 U. S. 57, 60 (1962).  Petitioners' claims under
11705(b)(3) are certainly properly raised here, since they
relate to the same shipments for which respondents seek
to collect.  And it makes no difference that petitioners
may have mistakenly designated their counterclaims as
defenses, since Federal Rule of Civil Procedure 8(c)
provides that -the court on terms, if justice so requires,
shall treat the pleading as if there had been a proper
designation.-  See also 5 C. Wright & A. Miller, Federal
Practice and Procedure 1275, pp. 459-460 (2d ed. 1990)
(-Inasmuch as it is not clear whether set-offs and
recoupments should be viewed as defenses or
counterclaims, the court, by invoking the misdesignation
provision in Rule 8(c), should treat matter of this type as
if it had been properly designated by defendant, and
should not penalize improper labelling-).
  Under 49 U. S. C. 11706(c)(2), a shipper -must begin
a civil action to recover damages under [11705(b)(3)]
within two years after the claim accrues,- which occurs
-on delivery or tender of delivery by the carrier,-
11706(g).  That limitation is not applicable here,
however, since presented in response to the carrier's suit
petitioners' claims seek merely -recoupment- - i.e., the
setting off against asserted liability of a counterclaim
arising out of the same transaction.  Recoupment claims
are generally not barred by a statute of limitations so
long as the main action is timely.  See Bull v. United
States, 295 U. S. 247, 262 (1935); 3 J. Moore, B. Ward,
& J. Lucas, Moore's Federal Practice -13.11 (1992).
There is no reason not to apply this principle to suits
under the ICA, and we have indeed already done so.  In
United States v. Western Pacific R. Co., 352 U. S. 59, 71
(1956), we held that an ICA limitation provision nearly
identical to the one at issue here did not prohibit the
shipper (the United States) from asserting -by way of
defense- unreasonable-rate claims against a carrier
seeking to collect on previous shipments.  Respondents
seek to distinguish Western Pacific on the ground that the
United States has a unique statutory set-off right (now
codified at 31 U. S. C. 3726), allowing it to deduct from
amounts due to a carrier prior overcharges by the carrier.
That statute may well have been essential to the holding
in the case, since some of the amounts withheld by the
United States were not recoupments (they related to
shipments other than those that were the subjects of the
carriers' suits).  But the rationale of the case is the same
as the rationale that permits recoupment here: -Only the
clearest congressional language could force us to a result
which would allow a carrier to recover unreasonable
charges with impunity merely by waiting two years before
filing suit.-  352 U. S., at 71.  See Glama Dress Co. v.
Mid-South Transports, Inc., 335 I. C. C. 586, 589 (1969).
Courts of Appeals have understood Western Pacific as
expressing not just a narrow holding based on the United
States set-off statute, but a general principle of
recoupment applicable in other contexts.  See Distribution
Services, Ltd. v. Eddie Parker Interests, Inc., 897 F. 2d
811, 813 (CA5 1990); In re Smith, 737 F. 2d 1549, 1554
(CA11 1984); 118 East 60th Owners, Inc. v. Bonner
Properties, Inc., 677 F. 2d 200, 203 (CA2 1982);
Luckenbach S. S. Co. v. United States, 312 F. 2d 545, 549,
n. 3 (CA2 1963).
  One major consequence does attach to the fact that an
unreasonable-rate claim is technically a counterclaim
rather than a defense: A defense cannot possibly be
adjudicated separately from the plaintiff's claim to which
it applies; a counterclaim can be.  Federal Rule of Civil
Procedure 54(b) permits a district court to enter separate
final judgment on any claim or counterclaim, after making
-an express determination that there is no just reason for
delay.-  See Sears, Roebuck & Co. v. Mackey, 351 U. S.
427 (1956); Cold Metal Process Co. v. United Engineering
& Foundry Co., 351 U. S. 445 (1956).  This power is
largely discretionary, see Curtiss-Wright Corp. v. General
Electric Co., 446 U. S. 1, 10 (1980), to be exercised in
light of -judicial administrative interests as well as the
equities involved,- id., at 8, and giving due weight to -`the
historic federal policy against piecemeal appeals,'- ibid.
(quoting Sears, supra, at 438).
  Nothing in the ICA provides that, in an action by a
carrier to collect undercharges, a 11705(b)(3)
counterclaim is not subject to the normally applicable
provisions of the Federal Rules.  Respondents contend that
the so-called -filed rate doctrine- gives them absolute
entitlement to judgment on their undercharge claims,
without defense or counterclaim.  We disagree.  The filed
rate doctrine embodies the principle that a shipper cannot
avoid payment of the tariff rate by invoking common-law
claims and defenses such as ignorance, estoppel, or prior
agreement to a different rate.  See Texas & Pacific R. Co.
v. Mugg, 202 U. S. 242, 245 (1906); Louisville & Nashville
R. Co. v. Maxwell, 237 U. S. 94, 98 (1915); Pittsburgh, C.,
C. & S. L. R. Co. v. Fink, 250 U. S. 577, 581-582 (1919).
It assuredly does not preclude avoidance of the tariff rate,
however, through claims and defenses that are specifically
accorded by the ICA itself.  We can agree with
respondents that this latter category does not include any
-unreasonable-rate defense,- derived from the general ICA
requirement (now codified in 10701(a)) that a carrier's
rates be -reasonable.-  See T. I. M. E. Inc. v. United
States, 359 U. S. 464, 468-472 (1959).  But we cannot
agree that the filed rate doctrine precludes shippers from
asserting (by way of claim or counterclaim) the
reparations rights explicitly conferred by 11705(b)(3).
  Contrary to respondents' contention, the preclusive effect
of the filed rate doctrine over reparations counterclaims
is not established by our opinion in Crancer v. Lowden,
315 U. S. 631 (1942).  There, shippers sued by a rail
carrier for payment of tariff rates challenged them as
unreasonable, and sought to stay the collection action
until the ICC had an opportunity to rule on that issue.
The district court denied the stay and entered judgment
for the carrier.  But unlike the present petitioners, the
shippers in Crancer had no counterclaim; they had already
instituted an administrative reparations proceeding (as the
ICA allowed for rail carriage) before they were sued in
district court, see Reply Brief for Petitioners, p. 13, and
Brief for Respondents, p. 18, in Crancer v. Lowden, O. T.
1941, No. 505, which precluded filing a reparations claim
in district court.  See 49 U. S. C. 9 (1946 ed.).
Moreover, all that Crancer held was that -there was no
abuse of discretion by the trial judge,- since the equities
balanced against waiting for the ICC's determination.  315
U. S., at 636.  Thus, Crancer held that the court was not
required to stay the collection proceeding until the ICC
ruled on the reasonableness of rates; not that the court
was prohibited from doing so.  That is entirely consistent
with our holding here.
                           III
  Respondents raise two arguments to the effect that
petitioners' 11705(b)(3) counterclaims are not yet
cognizable in court.  First, respondents argue that there
exists what they denominate as a -pay first- rule, whereby
payment of the tariff rate is a -prerequisite to litigating
the rate reasonableness issue.-  Brief for Respondents 23.
See also Milne Truck Lines, Inc. v. Makita U.S.A., Inc.,
970 F. 2d 564, 572 (CA9 1992) (embracing similar theory).
That argument would have merit if the holding in United
States ex rel. Louisville Cement Co. v. ICC, 246 U. S. 638
(1918), were still good law.  In that case, this Court held
that a shipper's cause of action for reparations did not
accrue -until payment had been made of the unreasonable
charges.-  Id., at 644.  The opinion noted that -if Congress
had intended that the cause of action of the shipper to
recover damages for unreasonable charges should accrue
when the shipment was received, or when it was delivered
by the carrier, . . . a simple and obvious form for
expressing that intention would have been used.-  Ibid.
Within two years, Congress enacted a simple and obvious
provision stating that any -cause of action in respect of
a shipment of property shall . . . be deemed to accrue
upon delivery or tender of delivery.-  Transportation Act,
1920, 424, 41 Stat. 492.  That provision survives in
substantially the same form in text now codified at 49
U. S. C. 11706(g).  While it is theoretically possible for
a statute to create a cause of action that accrues at one
time for the purpose of calculating when the statute of
limitations begins to run, but at another time for the
purpose of bringing suit, we will not infer such an odd
result in the absence of any such indication in the statute.
We therefore hold that petitioners could assert a claim
under 11705(b)(3) before payment, but after their
shipments were delivered.
  Secondly, respondents contend that the doctrine of
primary jurisdiction requires petitioners initially to present
their unreasonable-rate claims to the ICC, rather than to
a court.  That reflects a mistaken understanding of
primary jurisdiction, which is a doctrine specifically
applicable to claims properly cognizable in court that
contain some issue within the special competence of an
administrative agency.  It requires the court to enable a
-referral- to the agency, staying further proceedings so as
to give the parties reasonable opportunity to seek an
administrative ruling.  See Western Pacific, 352 U. S.,
at 63-64; Ricci v. Chicago Mercantile Exchange, 409 U. S.
289, 291, 302 (1973); Port of Boston Marine Terminal
Assn. v. Rederiaktiebolaget Transatlantic, 400 U. S. 62, 65,
68 (1970).  Referral of the issue to the administrative
agency does not deprive the court of jurisdiction; it has
discretion either to retain jurisdiction or, if the parties
would not be unfairly disadvantaged, to dismiss the case
without prejudice.  See Carnation Co. v. Pacific Westbound
Conference, 383 U. S. 213, 222-223 (1966); Mitchell Coal
& Coke Co. v. Pennsylvania R. Co., 230 U. S. 247,
266-267 (1913); Jaffe, Primary Jurisdiction, 77 Harv. L.
Rev. 1037, 1055 (1964).
  The result that respondents seek would be produced, not
by the doctrine of primary jurisdiction, but by the doctrine
of exhaustion of administrative remedies.  Where relief is
available from an administrative agency, the plaintiff is
ordinarily required to pursue that avenue of redress before
proceeding to the courts; and until that recourse is
exhausted, suit is premature and must be dismissed.  See
Myers v. Bethlehem Shipbuilding Corp., 303 U. S. 41,
50-51 (1938); Heckler v. Ringer, 466 U. S. 602, 617, 619,
and n. 12 (1984).  That doctrine is inapplicable to
petitioners' reparations claims, however, because the ICC
has long interpreted its statute as giving it no power to
decree reparations relief.  Shortly after enactment of the
provision now codified at 11705(b)(3), the ICC said that
the law did not -grant the Commission any initial
jurisdiction . . . with respect to the award of reparations-;
rather, -shippers' recourse must be to the courts,- which
would -refer- the issue of rate reasonableness to the
Commission.  Informal Procedure for Determining Motor
Carrier and Freight Forwarder Reparation, 335 I. C. C.
403, 413 (1969).  The ICC continues to adhere to that
view.  Brief for United States as Amicus Curiae 9, n. 6;
NITL-Petition to Institute Rulemaking on Negotiated
Motor Common Carrier Rates, 3 I. C. C. 2d, at 106-107;
NITL-Petition to Institute Rulemaking on Negotiated
Motor Common Carrier Rates, 5 I. C. C. 2d, at 625,
630-631.  We find that to be at least a reasonable
interpretation of the statute, and hence a binding one.
Chevron U. S. A. Inc. v. Natural Resources Defense
Council, Inc., 467 U. S. 837 (1984).
  Nor can we discern within the ICA an intent that, even
though the ICC cannot decree relief, ICC determination
of the reasonable-rate issue must be obtained before filing
the civil action.  Since the limitations period for filing
actions under 11705(b)(3) begins running at the time of
delivery of the shipment, rather than at the time the ICC
enters an order, compare 11706(c)(2) and (g), with
11706(e), the period could expire before the ICC acted.
We are not disposed to find an implicit prior-agency-
determination requirement that would have such
consequences.
                           IV
  Since we have concluded that petitioners' unreasonable-
rate claims are subject to the ordinary rules governing
counterclaims, the judgment below must be reversed.
Neither the Court of Appeals nor the District Court made
the -express determination- required under Rule 54(b) for
entry of a separate judgment on respondents' claims, and
we cannot say categorically that it would be an abuse of
discretion either to grant or to deny separate judgment.
In the ordinary case, where a carrier is solvent and has
promptly initiated suit, the equities favor separate
judgment on the principal claim: referral of the
unreasonable-rate issue could produce substantial delay,
and tariff rates not disapproved by the ICC are legal
rates, binding on both the shipper and the carrier.  See
Keogh v. Chicago & Northwestern R. Co., 260 U. S. 156,
163 (1922); Arizona Grocery Co. v. Atchison, T & S. F. R.
Co., 284  U. S. 370, 384 (1932); Lowden v. Simonds-
Shields-Lonsdale Grain Co., 306 U. S. 516, 520 (1939).
The equities change, however, when the suing carrier is
in bankruptcy.  Indeed, we have previously held that even
a -threat of insolvency- of the party seeking separate
judgment is a factor weighing against it.  See Curtiss-
Wright, 446 U. S., at 12.  Even so, we cannot say that
insolvency is an absolute bar.  Conceivably, a district
court could determine that other equities favor separate
judgment-for example, a threat that the shipper may
become insolvent, which Rule 62(h) would allow a court
to protect against by entering separate judgment for the
carrier but staying enforcement on condition that the
shipper deposit the amount of the judgment with the
court.  Id., at 13, n. 3.
  The judgment of the Court of Appeals is reversed, and
the case is remanded for proceedings consistent with this
opinion.
                                      It is so ordered.

  Justice Blackmun dissents.