196 F.R.D. 193 | D.D.C. | 2000
MEMORANDUM ORDER
Before the Court are defendant’s motion to strike plaintiffs’ demand for a jury trial, plaintiffs’ motion to certify their action as a class action, and the parties’ responsive pleadings to these motions.
I. Background
Because the background to this litigation is set forth fully in the Court’s March 21, 2000, Opinion, Coleman v. PBGC, 94 F.Supp.2d 18 (D.D.C.2000), only a brief summary is necessary here. Plaintiffs are former employees of McLouth Steel Products Corporation (“McLouth Products”) who claim benefits under a pension plan, the “Products Plan,” previously administered by McLouth Products. Defendant Pension Benefit Guaranty Corporation (“PBGC”) is a federal agency that administers the pension plan termination insurance program under Title IV of the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. §§ 1301-1461. On September 29, 1995, McLouth Products filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code. Pursuant to an agreement reached with PBGC and the United Steelworkers of America (the “Union”), McLouth Products amended the Products Plan on October 27, 1995, by suspending the provision of Layoff Pension Benefits (“LPBs”), which allowed plan participants meeting a combination of age and service requirements to take early retirement with enhanced benefits in the event of a layoff. All of the plaintiffs were laid off by McLouth Products in March 1996, and the Products Plan was terminated effective August 11, 1996. Thereafter, PBGC became statutory trustee of the Products Plan, and advised plaintiffs that they could not claim' LPBs because they had been eliminated from the Products Plan.
Plaintiffs filed the instant lawsuit in February 1999. Count I alleges that the plan amendment suspending LPBs is invalid because it contravened 29 U.S.C. § 1054(g)(1) or, in the alternative, because the Union’s
II. Motion To Strike
PBGC moves to strike plaintiffs’ demand for a jury trial on the ground that ERISA claims sounding in equity do not carry a right to a jury trial. Plaintiffs essentially concede that they are not entitled to a jury trial on their claims alleging ERISA violations, and seek a jury trial only as to their alternatively-pleaded common law misrepresentation claim. See Pis.’ Resp. at 2. PBGC counters that plaintiffs may not assert their misrepresentation claim because it is preempted by ERISA, and because PBGC is immune from such a claim under a provision of the Federal Tort Claims Act (“FTCA”), 28 U.S.C. § 2680(h).
Although PBGC’s sovereign immunity and preemption defenses formally arise in the context of PBGC’s motion to strike under Federal Rule of Civil Procedure 39(a)(2), they respectively allege grounds for dismissing plaintiffs’ misrepresentation claim for lack of subject matter jurisdiction under Rule 12(b)(1), and for failure to state a claim under Rule 12(b)(6). See, e.g., Brown v. United States, 151 F.3d 800, 803-04 (8th Cir.1998) (treating issue of sovereign immunity as one of subject matter jurisdiction under Rule 12(b)(1)); Barrientos v. Reliance Standard Life Ins. Co., 911 F.2d 1115, 1116-18 (5th Cir.1990) (dismissing state law claim under Rule 12(b)(6) because preempted by ERISA). Because PBGC omitted the defense of preemption from its previous motion to dismiss, its ability to assert that defense now is governed by the restrictions set forth in Rule 12(g) and (h)(2).
Nevertheless, the Court will allow PBGC to assert that defense at this stage in the litigation. As indicated, PBGC’s preemption defense is not waived because PBGC may still raise it in a motion for judgment on the pleadings or at trial. “[Gjiven the lack of waiver and the fact that defendant’s defense[ ] will still require adjudication in any event, many courts permit the defense of failure to state a claim upon which relief can be granted to be asserted in a subsequent motion as a means of preventing unnecessary delay in the proceedings.” In re Westinghouse Securities Litigation, 1998 WL 119554, *6 (W.D.Pa. Mar.12, 1998) (citing cases); see also Vega v. State University of New York Board of Trustees, 2000 WL 381430, *2 (S.D.N.Y. Apr.13, 2000) (allowing successive motion to dismiss asserting Rule 12(b)(6) de
ERISA preempts “any and all State laws” that “relate to” any covered employee benefit plan. 29 U.S.C. § 1144(a). A “state law” within the meaning of this provision encompasses “all laws, decisions, rules, regulations, or other State action having the effect of law, of any State,” id. § 1144(c), including common law causes of action, see Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 107 S.Ct. 1549, 95 L.Ed.2d 39 (1987). “A law ‘relates to’ an employee benefit plan, in the normal sense of the phrase, if it has a connection with or reference to such a plan.” Shaw v. Delta Air Lines, 463 U.S. 85, 96-97, 103 S.Ct. 2890, 77 L.Ed.2d 490 (1983). Under this interpretation, a state law of general application “will ... be preempted insofar as the law applies to a benefit plan in particular cases.” Board of Trustees of the Hotel and Restaurant Employees Local 25 v. Madison Hotel, Inc., 97 F.3d 1479, 1486 (D.C.Cir.1996) (quoting Boren v. N.L. Industries, Inc., 889 F.2d 1463, 1466 (5th Cir.1989)). “Thus, even general common law causes of action, such as breach of contract, which were not specifically intended to apply to benefit plans covered by ERISA, will nonetheless be preempted insofar [as] they affect ERISA-protected rights.” Id. at 1486-87.
The Court finds that plaintiffs’ common law claim relates to an employee benefits plan within the meaning of ERISA’s preemption clause. First, the claim relies on the existence of the Products Plan because it alleges that McLouth Products and PBGC obtained the Union’s consent to amend the plan by misrepresenting that the plan would not be terminated if it were amended. Second, plaintiffs advance their misrepresentation claim as an alternative basis for recovering LPBs under the Products Plan.
III. Motion To Certify Class Action
Plaintiffs move to certify their lawsuit as a class action. Rule 23(a) of the Federal Rules of Civil Procedure imposes four prerequisites to establishing a class action: (1) the putative class must be so numerous that joinder is impracticable (“numerosity”); (2) there must be questions of law or fact common to the
A. Prerequisites to a Class Action
Plaintiffs seek to certify a class encompassing all Products Plan participants who were laid off from employment after October 27, 1995, and who met the eligibility requirements for LPBs. According to plaintiffs’ unchallenged estimate, 900 former McLouth Products employees meet these criteria. The sheer size of the putative class satisfies the numerosity requirement because it persuades the Court that joinder would be impracticable. See, e.g., Thomas v. Christopher, 169 F.R.D. 224, 237 (D.D.C. 1996) (“Although Rule 23 requires no minimum number of class members, numerosity is generally satisfied by a proposed class of at least 40 members.”), affd in part and rev’d in part, 139 F.3d 227 (D.C.Cir.1998); E.E.O.C. v. Printing Industry of Metropolitan Washington D.C., Inc., 92 F.R.D. 51, 53 (D.D.C.1981) (“as few as 25-30 class members should raise a presumption that joinder would be impracticable”).
“The commonality test is met when there is at least one issue, the resolution of which will affect all or a significant number of the putative class members.” Lightbourn v. County of El Paso, 118 F.3d 421, 426 (5th Cir.1997). In this case, all of the putative class members, by definition, were eligible to receive LPBs under the Products Plan. Because the resolution of the core allegations in the complaint concerning the plan amendment and the diversion of $12.68 million in plan assets will affect all members, the allegations are sufficient to satisfy the commonality requirement.
The Court also finds that plaintiffs’ claims are typical of the absent class members. “The typicality prerequisite is ‘intended to assess whether the action can be efficiently maintained as a class and whether the named plaintiffs have incentives that align with those of the absent class members so as to assure that the absentees’ interests will be fairly represented.’ ” Kifafi v. Hilton Hotels Retirement Plan, 189 F.R.D. 174, 177 (D.D.C.1999) (quoting Baby Neal for and by Ranter v. Casey, 43 F.3d 48, 57 (3d Cir. 1994)). Plaintiffs’ incentives are sufficiently aligned with those of the absent class members because all putative class members suffered the same alleged injury — denial of LPBs — from the same alleged source — the amendment of the Products Plan.
Finally, in determining the adequacy of class representation, the Court must assess whether the putative class counsel is qualified to prosecute this action, and whether any conflicts of interest exist between plaintiffs and the absent class members. See Twelve John Does v. District of Columbia, 117 F.3d 571, 575 (D.C.Cir.1997). Based on
B. Types of Class Actions
Plaintiffs assert that this action maybe maintained as a class action under Rule 23(b)(2). The Court agrees.
PBGC also opposes class certification on the ground that it is unnecessary. PBGC argues that, if the Court declares the plan amendment invalid, PBGC will pay benefits to “[plaintiffs and all other similarly situated participants without regard to the amendment,” and that as an agency of the federal government, it is entitled to the presumption that it will abide by the Court’s order. PBGC’s Opp’n at 4-5. In support of its argument, PBGC cites to a line of cases “denying class certification under Rule 23(b)(2), when a class is not needed to obtain the same relief.” Dionne v. Bouley, 757 F.2d 1344, 1355 (1st Cir.1985); see, e.g., Aacen v. San Juan County Sheriffs Dept., 944 F.2d 691, 700 (10th Cir.1991); Galvan v. Levine, 490 F.2d 1255 (2d Cir.1973). That line of eases, however, does not control the outcome of plaintiffs’ motion, as the Court is unaware of any case from the Court of Appeals of this Circuit adopting a “necessity” requirement in
Finally, PBGC argues that certifying this case as a class action would burden the Court because it would become “inextricably involved in determining the benefits of hundreds of participants.” PBGC’s Opp’n at 6. PBGC argues that this process is “especially inappropriate when, [as here,] PBGC has procedures in place for making such complex determinations.” Id. at 7. The Court, however, disagrees that certifying this case as a class action would unduly tax judicial resources, because, if deemed appropriate, the Court may bifurcate this action into liability and relief phases. With respect to the relief phase of such a bifurcated action, the Court could fashion procedures that minimize the judicial burden of calculating benefit amounts by utilizing the expertise offered by, for example, a special master or the PBGC itself. See, e.g., Berger v. Iron Workers Reinforced Rodmen, 170 F.3d 1111, 1116-17 (D.C.Cir. 1999) (employment discrimination class action bifurcated into liability and damages phases; claims for back pay during damages phase referred to special master). While the Court expresses no opinion at this time as to whether it will bifurcate this case, and if so, how it will manage the relief phase if that phase is reached, it finds the mere possibility that this case will require individualized benefit determinations insufficient to bar class certification.
In sum, the requirements for certifying this class under Rule 23(b)(2) are satisfied.
ORDERED, that plaintiffs’ motion to certify their action as a class action is granted. The class of plaintiffs in this case shall include all participants in the Products Plan who were laid off from employment after October 27, 1995, and who met the eligibility requirements for Layoff Pension Benefits. It hereby further is
ORDERED, that plaintiffs’ common law misrepresentation claim, pleaded in the alternative in Count I, is dismissed. It hereby further is
ORDERED, that defendant’s motion to strike plaintiffs’ demand for a jury trial is granted. It hereby further is
ORDERED, that plaintiffs’ motion for leave to file a supplemental response to defendant’s reply is granted. Plaintiffs’ supplemental response is deemed filed as of June 8, 2000.
SO ORDERED.
. Plaintiffs filed a supplemental response to defendant’s reply in support of its motion to strike, and an accompanying motion for leave to file this supplemental response. Because defendant’s reply raises new issues more appropriately presented in a motion under Fed.R.Civ.P. 12(b), see infra Part II, the Court grants plaintiffs’ motion for leave to file.
. PBGC also argues that plaintiffs did not plead a common law misrepresentation claim in their complaint. The Court disagrees; 1161 of the - complaint alleges that the amendment to the plan is invalid because it "was obtained through misrepresentation,” and H1135-41 plead the elements of a common law claim of fraudulent misrepresentation. See, e.g., State-William Partnership v. Gale, 169 Mich.App. 170, 425 N.W.2d 756, 761 (1988) (discussing elements of fraudulent misrepresentation under Michigan law).
. Although PBGC also omitted its sovereign immunity defense from its motion, that defense does not face a similar restriction because Rule 12(h)(3) allows a party to raise the defense of lack of subject matter jurisdiction at any time. The Court, however, does not address the merits of this defense because it concludes that plaintiffs’ misrepresentation claim is preempted by ERISA.
. Plaintiffs' citation to Airparts Co. v. Custom Benefit Servs., of Austin, Inc., 28 F.3d 1062 (10th Cir.1994), is inapposite. There, the plaintiffs' common law fraud claim was not “related to” an employee benefits plan because, unlike here, the plaintiffs were "not ... resorting to state law to avail themselves of an alternative cause of action to collect benefits.” Id. at 1065.
. As discussed, plaintiffs argue that this action is alternatively maintainable under Rule 23(b)(3). Because it finds certification under Rule 23(b)(2) appropriate, the Court does not reach plaintiffs' alternative argument.
. Plaintiffs’ motion does not address whether class members should be entitled to opt out of this action. Rule 23(c)(2) states that all class members are entitled to notice and a right to opt out of actions certified under Rule 23(b)(3), but does not impose comparable requirements for actions certified under (b)(1) or (b)(2). Nevertheless, in certain circumstances where the plaintiffs request monetary as well as injunctive relief, a district court may, in its discretion, provide class members with the right to opt out of a class action certified under (b)(1) or (b)(2). See Eu-banks, 110 F.3d at 94-96. Although plaintiffs request monetary relief, the Court declines to exercise its discretion in this manner because the circumstances justifying opt out rights in a (b)(2) action do not appear to be present. See id. at 96.
