United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
R. WOOD UNITED STATES DISTRICT JUDGE
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 severance plan
(âPlanâ). 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
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,
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
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.
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
(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.
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).
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).
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
Count I, Plaintiffs assert a claim for benefits due and
clarification of rights under the Plan pursuant to 29 U.S.C.
Commonality and Typicality
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