Walsh v. Northrop Grumman Corp.

162 F.R.D. 440, 1995 U.S. Dist. LEXIS 11003, 1995 WL 461778
CourtDistrict Court, E.D. New York
DecidedAugust 1, 1995
DocketNo. 94-CV-5105 (TCP)
StatusPublished
Cited by21 cases

This text of 162 F.R.D. 440 (Walsh v. Northrop Grumman Corp.) is published on Counsel Stack Legal Research, covering District Court, E.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Walsh v. Northrop Grumman Corp., 162 F.R.D. 440, 1995 U.S. Dist. LEXIS 11003, 1995 WL 461778 (E.D.N.Y. 1995).

Opinion

MEMORANDUM AND ORDER

PLATT, District Judge.

Before the Court is plaintiffs’ motion for class certification. At oral argument on April 7, 1995 we granted plaintiffs’ motion to file a second amended complaint and their motion in limine but reserved decision on plaintiffs’ motion for class certification. Plaintiffs seek to certify a class of defendants’ former employees who were injured as a result of the loss of benefits and/or their jobs following the merger between the two [443]*443companies. Defendants oppose certification on the grounds that plaintiffs’ claims fail to meet the requirements of Federal Rule of Civil Procedure 23(a) and (b)(2). For the reasons stated herein, this case is certified as a class action.

BACKGROUND

This case arises from the merger between the Grumman Corporation and Northrop Corporation, now Northrop-Grumman Corporation, and the resulting reductions in workforce and changes to the employee benefits plans. Familiarity with the underlying facts is presumed. See Walsh v. Northrop-Grumman Corp., 871 F.Supp. 1567 (E.D.N.Y.1994) (Platt, Ch. J.).

Plaintiffs commenced this case by order to show cause seeking a preliminary injunction. In addition they sought to stay a December 8, 1994 deadline imposed by defendants by which plaintiffs were required to retire under the terms of a disputed employee Severance Pay Plan (“SPP”) or remain in their jobs and face possible termination in 1995. This Court denied the preliminary injunction; not, however, without first finding that plaintiffs had a likelihood of success on the merits of their claims, but holding that plaintiffs had not established the irreparable harm necessary to obtain emergency injunctive relief. Walsh, 871 F.Supp. at 1571. At the same time, we denied defendants’ motion to dismiss the complaint and plaintiffs’ summary judgment motions without prejudice to renew.

In the second amended complaint plaintiffs allege that defendants violated the Employee Retirement Income Security Act of 1974 29 U.S.C. § 1001, et seq. (“ERISA”) and various federal securities laws including Sections 10(b) and 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b), 78n(a) and 78n(e), and Rules 10b-5 and 14a-9 promulgated thereunder. (Second Am.Compl. at ¶9).1 Plaintiffs first allege that defendants violated their fiduciary duties under ERISA as Trustees of the Grumman Employee Investment Plan (“EIP”) by failing to undertake an intensive and scrupulous investigation on behalf of the EIP participants of the effects of a the merger on the EIP. Moreover, plaintiffs allege that defendants failed to avoid conflicts of interest, disseminate accurate information to the employee shareholders and to avoid and correct any misstatements of fact with regard to the EIP. Second, plaintiffs’ seek to estop defendants from enforcing an amended version of the SPP on the grounds that defendants amended the SPP in violation of ERISA. Lastly, plaintiffs claim that defendants made materially false and misleading statements, upon which plaintiffs relied, in the Grumman Solicitation/Recommendation Statements and 1993 Proxy Statement.

DISCUSSION

Plaintiffs seek to certify a class of “all persons who at the time of the tender offer for Grumman’s shares by the Northrop Corporation (“Northrop”) were employed by Grumman, owned Company stock either directly or beneficially as participants in the Grumman Employee Investment Plan (“EIP” ...) and were injured as a result of defendants’ breaches of their fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA” ... ) or their violations of the federal securities laws.” (Second Am.Compl. at ¶ 1). As a general rule, “a class representative must be part of the class and possess the same interest and suffer the same injury as class members” to be certified under Rule 23 of the Federal Rules of Civil Procedure. General Telephone Company of the Southwest v. Falcon, 457 U.S. 147, 156, 102 S.Ct. 2364, 2370, 72 L.Ed.2d 740 (1982) (quoting East Texas Motor Freight System, Inc. v. Rodriguez, 431 U.S. 395, 403, 97 S.Ct. 1891, 1896, 52 L.Ed.2d 453 (1977) (citations omitted)). Rule 23(a) provides, in relevant, part:

One 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 [444]*444claims 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). In addition, the action may be certified as a class action if any one of the three requirements of Rule 23(b) are met. Here, plaintiff maintains that the instant action meets all four prerequisites of paragraph (a) and the second requirement of paragraph (b) in that defendants have acted or refused to act on grounds generally applicable to the class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the class as a whole. Fed.R.Civ.P. 23(b)(2). Defendants strenuously oppose certification. They argue that plaintiffs claims do not meet the requirements of Rule 23(a)(3) and (4) or b(2).

Defendants’ arguments are not entirely without merit, but it appears that these arguments are intended to confuse the issues raised in the complaint rather than to pursue the efficient disposition of this litigation. It is well settled that Rule 23 is to be construed liberally in order to best serve the ends of justice and to promote judicial economy. Eisen v. Carlisle & Jacquelin, 391 F.2d 555, 563 (2d Cir.1968); Cruz v. Robert Abbey, Inc., 778 F.Supp. 605, 612 (E.D.N.Y.1991) (quoting, Sharif v. New York State Education Dep’t, 127 F.R.D. 84, 87 (S.D.N.Y. 1989)). A district court should be satisfied at the outset of the ease that certification is appropriate, but the court also has the ability to modify its decision by dismissing the class or creating subclasses. Fed.R.Civ.P. 23(c)(4); Falcon, 457 U.S. at 156, 102 S.Ct. at 2369-70; Ashe v. Board of Elections, 124 F.R.D. 45, 47 (E.D.N.Y.1989). At this juncture, this Court is satisfied that plaintiffs have proposed a certifiable class.

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Bluebook (online)
162 F.R.D. 440, 1995 U.S. Dist. LEXIS 11003, 1995 WL 461778, Counsel Stack Legal Research, https://law.counselstack.com/opinion/walsh-v-northrop-grumman-corp-nyed-1995.