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Carlson v. Northrop Grumman Corp.

United States District Court, N.D. Illinois, Eastern Division

October 11, 2019

ALAN CARLSON and PETER DELUCA, Plaintiffs,
v.
NORTHROP GRUMMAN CORPORATION and NORTHROP GRUMMAN SEVERANCE PLAN, Defendants.

          MEMORANDUM OPINION AND ORDER

          ANDREA R. WOOD UNITED STATES DISTRICT JUDGE

         Plaintiffs Alan Carlson and Peter DeLuca have sued Defendants Northrop Grumman Corporation (“Northrop Grumman”) and Northrop Grumman Severance Plan, challenging Defendants' failure to pay cash severance benefits to Plaintiffs and a putative class of similarly-situated former employees pursuant to Defendants' ERISA-governed[1] severance plan (“Plan”). Before this Court is Plaintiffs' motion for class certification. (Dkt. No. 160.) For the reasons discussed below, the motion is granted in part and denied in part.

         BACKGROUND

         This action arises out of the denial of severance benefits under the Plan after Plaintiffs' layoffs from Northrop Grumman Technical Services, Inc., a Northrop Grumman subsidiary. The circumstances surrounding Plaintiffs' layoffs and details of the Plan's structure have been described in the Court's prior opinions and thus will not be repeated here. See Carlson v. Northrop Grumman Corp., No. 13 C 02635, 2018 WL 1586241, at *1-2 (N.D. Ill. Apr. 2, 2018); Carlson v. Northrop Grumman Corp., 196 F.Supp.3d 830, 833-34 (N.D. Ill. 2016); Carlson v. Northrop Grumman Corp., No. 13 C 02635, 2014 WL 5334038, at *1 (N.D. Ill. Oct. 20, 2014); Carlson v. Northrop Grumman Corp., No. 13 C 02635, 2014 WL 1299000, at *1 (N.D. Ill. Mar. 31, 2014).

         The crux of the dispute between the parties at this stage of the proceedings is whether the case should proceed as a class action. Plaintiffs seek to certify the following class (“Proposed Class”):

All persons who worked for Northrop Grumman in the United States, were regularly scheduled to work over 20 hours per week, were laid off from Northrop Grumman from January 1, 2012 and after, and who did not receive written notification from management or from a Vice President of Human Resources (or his/her designee) notifying them of their eligibility for severance benefits under the Plan and who did not receive the “Cash Portion” of the severance benefits (a.k.a. the Salary Continuation Benefits) under the terms of the Plan (regardless of whether they received Medical, Dental or Vision Benefits under the Plan), as well as the beneficiaries of such persons.

         (Pls.' Mot. for Class Certification at 1, Dkt. No. 160.) Excluded from the Proposed Class are:

(1) employees specifically excluded from participation in the Plan as follows:
(a) Employees of the Electronic Systems Sector who work at BWI, Annapolis, Sykesville (including FE&S employees and FE&S offsite offices and facilities), Troy Hill, Sunnyvale or Kings Bay,
(b) Employees of the Technical Services Sector who are classified by Northrop Grumman as being in the following employment categories: (i) Service Contract Act (SCA) employees, (ii) Union Represented employees, (iii) Employees covered by a Memorandum of Understanding between the Technical Services Sector and Electronic Services Sector providing for the temporary assignment of the employee to the Technical Services Sector and retention of participation in the Electronic Services Sector employee benefit programs,
(c) employees excluded from coverage as a result of participation in another Northrop Grumman severance benefit program, and
(d) employees represented by a union whose collective bargaining agreement does not provide for participation in the Plan; and
(2) any fiduciaries or other persons who had any decision making or administrative authority with respect to the Plan and the members of the immediate family of any such person.

(Id. at 1-2.) On behalf of the Proposed Class, Plaintiffs seek to litigate claims for benefits due and clarification of rights under the Plan pursuant to 29 U.S.C. § 1132(a)(1)(B) (Count I), for violation of 29 U.S.C. § 1140 due to interference with the Plan participants' rights (Count II), and for equitable reformation of the Plan under 29 U.S.C. § 1132(a)(3) as a remedy for Northrop Grumman's breach of fiduciary duties (Count III). Plaintiffs also seek to be appointed as class representatives and to have appointed as co-lead class counsel Michael Bartolic of Roberts Bartolic, LLP and R. Joseph Barton of Block and Leviton LLP.

         DISCUSSION

         To be certified, a proposed class must satisfy the four requirements of Federal Rule of Civil Procedure 23(a): (1) “the class is so numerous that joinder of all members is impracticable” (“numerosity”); (2) “there are questions of law or fact common to the class” (“commonality”); (3) “the claims or defenses of the representative parties are typical of the claims or defenses of the class” (“typicality”); and (4) “the representative parties will fairly and adequately protect the interests of the class” (“adequacy of representative”). If Rule 23(a) is satisfied, the proposed class must then fall within one of the three categories of Rule 23(b): “a mandatory class action (either because of the risk of incompatible standards for the party opposing the class or . . . that the class adjudication would, as a practical matter, either dispose of the claims of non-parties or substantially impair their interests), ” “an action seeking final injunctive or declaratory relief, ” or “a case in which the common questions predominate and class treatment is superior.” Spano v. Boeing Co., 633 F.3d 574, 583 (7th Cir. 2011).

         “Rule 23 does not set forth a mere pleading standard.” Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 350 (2011). Rather, plaintiffs seeking class certification must affirmatively demonstrate their compliance with the rule-they must be prepared to prove that there are in fact sufficiently numerous plaintiffs and common questions of law or fact, for example. See Id. Class certification is proper only if a court, after a “rigorous analysis, ” determines that the Rule 23 requirements have been satisfied. Id. at 350-51 (quoting Gen. Tel. Co. of Sw. v. Falcon, 457 U.S. 147, 161 (1982)). Thus, “[p]laintiffs bear the burden of showing that a proposed class satisfies the Rule 23 requirements, but they need not make that showing to a degree of absolute certainty.” See Bell v. PNC Bank, Nat. Ass'n, 800 F.3d 360, 377 (7th Cir. 2015).

         At the class certification stage, a court generally may not resolve merits questions. See Id. at 376. But this does not mean that “on issues affecting class certification, a court must simply assume the truth of the matters as asserted by the plaintiff.” Id. at 377. To the contrary, if there is a material factual dispute that bears on the requirements for class certification, the court must “receive evidence if only by affidavit and resolve the disputes before deciding whether to certify the class.” Id. (quoting Szabo v. Bridgeport Machs., Inc., 249 F.3d 672, 676 (7th Cir. 2001)). For example, a court might need to determine if a class really has the large number of members as alleged by the plaintiff or a much smaller number as asserted by defendants. Id.

         I. Count I

         In Count I, Plaintiffs assert a claim for benefits due and clarification of rights under the Plan pursuant to 29 U.S.C. § 1132(a)(1)(B).

         A. Commonality and Typicality

         In considering whether Plaintiffs may pursue Count I on behalf of a class, the Court turns first to the commonality and typicality requirements as, for reasons discussed below, resolution of those issues determines the class definition. Moreover, the commonality and typicality requirements of Rule 23(a) tend to merge. Wal-Mart, 564 U.S. at 349 n.5. “Both serve as guideposts for determining whether under the particular circumstances maintenance of a class action is economical and whether the named plaintiff's claim and ...


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