Moore v. Comcast Corp.

268 F.R.D. 530, 49 Employee Benefits Cas. (BNA) 1857, 2010 U.S. Dist. LEXIS 34691, 2010 WL 1375462
CourtDistrict Court, E.D. Pennsylvania
DecidedApril 6, 2010
DocketCivil Action No. 08-773
StatusPublished
Cited by5 cases

This text of 268 F.R.D. 530 (Moore v. Comcast Corp.) is published on Counsel Stack Legal Research, covering District Court, E.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Moore v. Comcast Corp., 268 F.R.D. 530, 49 Employee Benefits Cas. (BNA) 1857, 2010 U.S. Dist. LEXIS 34691, 2010 WL 1375462 (E.D. Pa. 2010).

Opinion

MEMORANDUM

BARTLE, Chief Judge.

Plaintiff Janell T. Moore, a former Com-cast Corporation employee, brings this putative class action under §§ 409 and 502(a) of the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §§ 1109 and 1132(a), on behalf of participants in and beneficiaries of the Comcast Corporation Retiremenb-Investment Plan (the “Plan”). Defendants are the Comcast Corporation (“Comcast”), several current and former members of Comcast’s Investment Committee (the “Investment Committee defendants”), and several Comcast employees allegedly responsible for monitoring the membership of the Investment Committee in 2007 (the “Monitoring defendants”).

Now before the court is the motion of plaintiff to certify a plaintiff class, appoint Janell T. Moore as class representative, and appoint the law firm of Wolf Haldenstein Adler Freeman & Herz as class counsel pursuant to Rules 23(a) and (b)(1) of the Federal Rules of Civil Procedure.

I.

Plaintiff alleges that defendants knew that one of the Plan funds, consisting almost entirely of Comcast common stock (“Company Stock Fund”), was artificially inflated from February 1, 2007 to December 5, 2007 (the “Class Period”) but continued to invest money from participants into the Company Stock Fund. Specifically, in Count I of the Second Amended Complaint, plaintiff seeks to hold defendants liable for breach of their fiduciary duty of care to Plan participants in violation of § 404(a)(1)(B) of ERISA, 29 U.S.C. § 1104(a)(1)(B). She asserts that defendants failed to act prudently with respect to the Plan’s investment in the Company Stock Fund during the Class Period. Count II avers that defendants breached their fiduciary duty of loyalty under § 404(a)(1)(A), 29 U.S.C. § 1104(a)(1)(A), by placing their own interests above those of the Plan participants with respect to Plan administration during the Class Period.1 Count IV asserts that [532]*532Comcast and the Monitoring defendants breached their fiduciary duty to monitor the Investment Committee defendants during the Class Period under § 404(a)(1)(A) and (B). Finally, in Count V plaintiff alleges liability under § 405(a) of ERISA, 29 U.S.C. § 1105(a), for breaches of fiduciary duties committed during the Class Period by individual defendants on a theory of co-fiduciary liability.

During her employment with Comcast, Moore began participating in the Plan, which is a defined contribution retirement benefits plan available to employees of Comcast and its subsidiaries. The Plan offered several investment funds among which participants could choose to allot their investment dollars. Throughout the Class Period, the Plan offered among its investment options the Company Stock Fund, even though the Plan documents did not require it to do so. Moore, as well as many other Plan participants, invested in this particular Fund.

On February 1, 2007, Comcast issued a press release announcing its financial results for the fourth quarter and year end of 2006, which were overwhelmingly positive. The release also contained a prediction of Corn-cast’s 2007 performance, entitled “2007 Financial Outlook,” which anticipated substantial continued growth.

On May 5, 2007, Moore’s employment with Comcast was terminated. After consulting with an attorney, she signed a release in exchange for six months of severance benefits. In the release, she agreed to “knowingly and voluntarily waive, release and forever discharge” any and all past and present claims she had against Comcast. On May 31, 2007, Moore exercised stock options that had previously been granted as part of her compensation. She received $65,360.19. On September 11, 2007, Moore liquidated her holdings in the Company Stock Fund and received $1,411.62.2

On December 4, 2007, after the markets closed, Comcast issued a press release materially revising Comcast’s outlook for 2007 and painting a distinctly less favorable picture of the company’s 2007 financial outlook than had been announced since the preceding February. As a result of these disclosures, the price of Comcast common stock fell $2.55, to $18.12 per share. At one point during the Class Period, the Comcast stock had traded as high as $29 per share.3

Moore alleges that from February 1, 2007 through December 5, 2007 “the Company’s true financial and operating condition and prospects were materially worse than the upbeat statements led analysts and the market to believe. As a result, the prices at which the common stock traded in the open market were artificially inflated.” Moore maintains that the defendants knew or should have known, based on this artificial inflation, that the Company Stock Fund was an imprudent investment for the Plan.

II.

Moore describes the class which she seeks to represent, pursuant to Rules 23(a) and (b)(1) of the Federal Rules of Civil Procedure, as:

All persons who were participants in or beneficiaries of the Plan at any time from February 1, 2007 to December 5, 2007 (the “Class Period”) and whose accounts included investments in the Comcast Class A Common Stock Fund or the Comcast Class A Special Common Stock Fund (the “Company Stock [Fund]”).

Our Court of Appeals has explained that class certification “is proper only ‘if the trial court is satisfied, after a rigorous analysis, that the prerequisites’ of Rule 23 are met.” In re: Hydrogen Peroxide Antitrust Litig., 552 F.3d 305, 309 (3d Cir.2008). In conducting such an analysis, we must thoroughly examine the factual and legal allegations re[533]*533lating to the certification issue. Id. Thus, “the decision to certify a class calls for findings by the court, not merely a ‘threshold showing’ by a party, that each requirement of Rule 23 is met.” Id. at 307. Factual determinations “supporting Rule 23 findings must be made by a preponderance of the evidence.” Id. Additionally, we “must resolve all factual or legal disputes relevant to class certification, even if they overlap with the merits-including disputes touching on elements of the cause of action.” Id.

III.

Defendants first contend that Moore does not have standing to bring this action. It is well settled that the “irreducible constitutional minimum of standing” requires that the plaintiff has suffered an “injury in fact,” which our Supreme Court has described as “an invasion of a legally protected interest which is (a) concrete and particularized” and “(b) actual or imminent[.]” Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 119 L.Edüd 351 (1992).

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Bluebook (online)
268 F.R.D. 530, 49 Employee Benefits Cas. (BNA) 1857, 2010 U.S. Dist. LEXIS 34691, 2010 WL 1375462, Counsel Stack Legal Research, https://law.counselstack.com/opinion/moore-v-comcast-corp-paed-2010.