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Fletcher v. ZLB Behring LLC

October 23, 2006


The opinion of the court was delivered by: Amy J. St. Eve, District Court Judge


Plaintiffs Gloria Fletcher, Joan Lovell, and Kathy Wisniewski, on behalf of themselves and other unnamed Plaintiffs (collectively "Plaintiffs"), bring the present four-count class action First Amended Complaint. Plaintiffs allege two claims under the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq. and two Illinois common law claims against their former employer Defendant ZLB Behring LLC ("ZLB Behring"). Before the Court is Plaintiffs' Motion for Class Certification pursuant to Federal Rule of Civil Procedure 23(a). For the following reasons, the Court, in its discretion, denies Plaintiffs' motion.


ZLB Behring operates a manufacturing plant in Kankakee, Illinois, where it employed Plaintiffs until May 2004. (R. 27-2; First Am. Compl. ¶ 8.) ZLB Behring's employees include both hourly employees, who are members of Local 498 C of the International Chemical Workers Union Council and worked under a collective bargaining agreement, and salaried employees, who were not members of the union. (Id. ¶¶ 9, 10.) The union and non-union employees participated in the Armour Pharmaceutical Company Pension Plan, also known as the Aventis Behring, LLC Pension Plan ("Pension Plan"). (Id. ¶¶ 11, 12.)

By May 2004, Plaintiffs had earned, and were continuing to earn, service credit under the Pension Plan. (Id. ¶ 13.) Plaintiffs allege, however, that ZLB Behring wanted to stop incurring financial obligations under the Pension Plan and took several steps to achieve that end. (Id. ¶¶ 15-33.) First, ZLB Behring announced the layoff of Plaintiffs and other employees who had earned service credit and participated in the Pension Plan. (Id. ¶ 18.) Second, Plaintiffs allege that ZLB Behring officials told these employees that the downsize -- also referred to as a "reduction in force" -- was permanent, more layoffs were coming, and the employees should accept a severance package and "move on with their lives." (Id. ¶ 19.) Relying on the these statements, Plaintiffs and other employees accepted the severance package, which offered severance pay in exchange for resignations and releases of all contractual and legal claims against ZLB Behring. (Id. ¶¶ 22, 23.) After the departure of Plaintiffs and other affected employees, Plaintiffs allege that ZLB Behring increased operations at the Kankakee plant by hiring new employees and rehiring old employees at much lower wages and without the right to participate in the Pension Plan. (Id. ¶¶ 30-33.)

Based these allegations, Plaintiffs brought four counts against ZLB Behring, one of which the Court has previously dismissed. The remaining claims include: (1) Count I, in which Plaintiffs allege that ZLB Behring violated Section 510 of ERISA by terminating Plaintiffs employment that resulted in Plaintiffs losing their accrued benefits under the Pension Plan; (2) Count II, in which Plaintiffs allege that ZLB Behring breached its fiduciary duty with respect to the Pension Plan in violation of Section 404 of ERISA; and (3) Count IV, in which Plaintiffs allege common law fraud. In addition to monetary relief, Plaintiffs seek reinstatement of eligible class members to jobs which have been or will be restored by ZLB Behring at the Kankakee plant. (Id. ¶¶ 52, 58, 71.)


Federal Rule of Civil Procedure 23(a) provides that "[o]ne or more members of a class may sue or be sued as representative parties on behalf of all only if (1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common to the class, (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class." Fed.R.Civ.P. 23(a); Uhl v. Thoroughbred Tech. & Telecomms., Inc., 309 F.3d 978, 985 (7th Cir. 2002) (class must satisfy requirements of numerosity, commonality, typicality, and representativeness). Failure to meet any of these Rule 23(a) requirements precludes class certification. Harriston v. Chicago Tribune Co., 992 F.2d 697, 703 (7th Cir. 1993); see also General Tel. Co. of Southwest v. Falcon, 457 U.S. 147, 161, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982) (class actions "may only be certified if the trial court is satisfied, after a rigorous analysis, that the prerequisites of Rule 23(a) have been satisfied.").

A party seeking class certification must also show that the proposed class satisfies one of the requirements set forth in Rule 23(b). Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 614, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997). In this case, Plaintiffs request certification of the proposed classes pursuant to Rule 23(b)(3), which applies when "the questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy." Fed.R.Civ.P. 23(b)(3); see also Amchem Prods., 521 U.S. at 615-16. Under Rule 23(b)(3), members of a certified class may opt out and pursue their claims individually. Berger v. Xerox Corp. Ret. Income Guarantee Plan, 338 F.3d 755, 763 (7th Cir. 2003).

The party seeking class certification has the burden of establishing that certification is proper. Retired Chicago Police Ass'n v. City of Chicago, 7 F.3d 584, 596 (7th Cir. 1993). In determining whether a party has carried that burden, a court need not accept all of the complaint's allegations as true. See Szabo v. Bridgeport Mach., Inc., 249 F.3d 672, 675 (7th Cir. 2001). Rather, in deciding whether to certify a class, the court "should make whatever factual and legal inquiries are necessary under Rule 23." Id. at 676. Finally, district courts have broad discretion in determining motions for class certification. Retired Chicago Police, 7 F.3d at 596; see also Reiter v. Sonotone Corp., 442 U.S. 330, 345, 99 S.Ct. 2326, 2334, 60 L.Ed.2d 931 (1979) (Rule 23 vests district courts with broad power and discretion).


I. Proposed Classes

Plaintiffs seek to certify two classes, each in turn are divided between union and non-union workers:

(1) the first class consists of the more than 200 persons currently entitled to damages or restitution as well as reinstatement as employees at Defendant's Kankakee, Illinois plant because such persons would have been entitled to employment at the plant with the contractual and pension rights which they were induced to release in May 2004;

(2) a second class consisting of more than 50 class members currently entitled to a rescission of their resignations and releases and to reinstatement as employees if in the future the defendant employer restores any additional positions at the plant.

(R. 71-1, Pls.' Mot. for Class Cert., at 2.)

First, ZLB Behring argues that because these classes -- as defined -- require a threshold liability determination before the members of each class can be identified, the proposed class definitions are deficient under Rule 23. ZLB Behring also argues that Plaintiffs have failed to establish the Rule 23(a) requirements of numerosity, typicality, and adequacy.*fn1 Finally, ZLB Behring asserts that Plaintiffs have failed to show that their claims are suitable for class treatment under Rule 23(b)(3). The Court first addresses the requirements under Rule 23(b)(3) because it is dispositive. ...

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