565 F.Supp.3d 543
Timothy LAURENT, et al., Plaintiffs,
v.PRICEWATERHOUSECOOPERS LLP, et al., Defendants.
06-CV-2280 (JPO)
United States District Court, S.D. New York.
Signed September 30, 2021
Eli Gottesdiener, Albert Huang, Gottesdiener Law Firm, PLLC, Brooklyn, NY, for PlaintiffsTimothy D. Laurent, Smeeta Sharon.
Daniel J. Thomasch, Amer Shahid Ahmed, Richard W. Mark, Gibson, Dunn & Crutcher, LLP, New York, NY, for DefendantsPricewaterhouseCoopers LLP, The Retirement Benefit Accumulation Plan for Employees of PricewaterhouseCoopers LLP, The Adminstrative Committee to the Retirement Benefit Accumulation Plan for Employees of PricewaterhouseCoopers LLP.
OPINION AND ORDER
J.PAUL OETKEN, District Judge:
This action is brought by PlaintiffsTimothy Laurent and Smeeta Sharon, on behalf of themselves and all others similarly situated, against DefendantsPricewaterhouseCoopers LLP, the Retirement Benefit Accumulation Plan for Employees of PricewaterhouseCoopers LLP, and the Administrative Committee to the Retirement Benefit Accumulation Plan for Employees of PricewaterhouseCoopers LLP(collectively, "PWC") under the Employee Retirement Income Security Act of 1974("ERISA"), 29 U.S.C. §§ 1001, et. seq.The Court previously granted PWC's motion for judgment on the pleadings, and denied Plaintiffs’ motion for summary judgment, on the grounds that Sections 502(a)(1)(B)and502(a)(3) of ERISA did not provide the relief that Plaintiffs sought.(SeeDkt. No. 236.)
On appeal, the Second Circuit vacated this Court's decision, concluding that ERISA authorizes the relief sought by Plaintiffs.(SeeDkt. No. 254.)Following that decision, PWC moved to decertify the class under Federal Rule of Civil Procedure 23(b)(2).(Dkt. No. 260.)This Opinion first considers PWC's decertification motion and then reconsiders Plaintiffs’ motion for summary judgment in light of the Second Circuit's opinion.For the reasons that follow, PWC's motion to decertify the class is denied and Plaintiffs’ motion for summary judgment is granted as to liability.
The Court presumes familiarity with this case, as set forth in the Court's prior opinions.SeeLaurent v. PricewaterhouseCoopers, LLP , No. 06 Civ. 2280, 2017 WL 3142067, at *1–*2(S.D.N.Y.July 24, 2017);Laurent v. PricewaterhouseCoopers, LLP , No. 06 Civ. 2280, 2014 WL 2893303, at *1(S.D.N.Y.June 26, 2014).In its June 26, 2014 Opinion and Order, the Court determined that Plaintiffs had satisfied the requirements of Rule 23(b)(2) and demonstrated that each member of the Plaintiff class would be entitled to identical declaratory relief if Plaintiffs prevailed.(Dkt. No. 175.)PWC now moves to decertify the class primarily based on the Second Circuit's vacatur, seeLaurent v. PricewaterhouseCoopers LLP , 945 F.3d 739(2d Cir.2019)(" Laurent 2019 "), of the Court's July 24, 2017 Opinion and Order granting PWC's motion for judgment on the pleadings and denying Plaintiffs’ motion for summary judgment(seeDkt. No. 236.)The Second Circuit concluded that ERISA authorized Plaintiffs to recover under a two-step remedy — reformation of the Plan under § 502(a)(3) and then enforcement of the reformed Plan under § 502(a)(1)(B) — and remanded the action to this Court.(SeeDkt. No. 236at 17.)PWC argues that a 23(b)(2) class cannot be maintained for the two-step remedy endorsed by the Second Circuit.(Dkt. No. 261.)
Once a class is certified, " Rule 23 provides district courts with broad authority at various stages in the litigation to revisit class certification determinations and to redefine or decertify classes as appropriate."Jacob v. Duane Reade, Inc. , 293 F.R.D. 578, 594(S.D.N.Y.2013)(quotingWang v. Chinese Daily News, Inc. , 709 F.3d 829, 836(9th Cir.), superseded on other grounds by737 F.3d 538(9th Cir.2013) );seeFed. R. Civ. P. 23(c)(1)(C)("An order that grants or denies class certification may be altered or amended before final judgment.").While "[a]court may decertify a class if it appears that the requirements of Rule 23 are not in fact met ... [it] may not disturb its prior findings absent some significant intervening event or a showing of compelling reasons to reexamine the question."Mazzei v. Money Store , 308 F.R.D. 92, 106(S.D.N.Y.2015)(internal quotation marks and citations omitted).Such a compelling reason includes "an intervening change of controlling law, the availability of new evidence, or the need to correct a clear error or prevent manifest injustice."Id.(quotingGulino v. Bd. of Educ. , 907 F. Supp. 2d 492, 504(S.D.N.Y.2012), aff'd , 555 Fed. Appx. 37(2d Cir.2014)(summary order));see alsoStinson v. City of New York , No. 10 Civ. 4228, 2014 WL 4742231, at *1(S.D.N.Y.Sept. 23, 2014)(collecting cases).Absent such a showing, "the factual underpinnings of a court's prior certification order are deemed to be law of the case."Id. at *2(internal quotation marks and citation omitted).
"Decertification is an ‘extreme step,’ particularly at a late stage in the litigation, ‘where a potentially proper class exists and can easily be created.’ "Gulino , 907 F. Supp. 2d at 504(quotingWoe v. Cuomo , 729 F.2d 96, 107(2d Cir.1984)(internal quotation omitted))."A defendant seeking to decertify a class ‘bear[s] a heavy burden to prove the necessity of either the drastic step of decertification or the less draconian but still serious step of limiting the scope of the class.’ "Id.(quotingGordon v. Hunt , 117 F.R.D. 58, 61(S.D.N.Y.1987) ).
PWC argues that the Court must evaluate class certification separately for each "step’ of the two-step remedy that the Second Circuit has endorsed in this case.Neither step, in PWC's view, is appropriate for Rule 23(b)(2) class certification.PWC asserts that the first step of the remedy — reformation of the Plan under § 502(a)(3) — is inappropriate because it is a "preparatory" step for the "ultimate relief" of the recalculated benefits that Plaintiffs seek, not "final injunctive relief" as Rule 23(b)(2) requires.(Dkt. No. 261at 2.)For this first step, PWC also raises a separate standing issue: Since the Class comprises only former Plan participants who have cashed out of the Plan, PWC argues that no Class member has standing to reform a Plan that no longer applies to them.Id.PWC further contends that the second step of the remedy — enforcement of the reformed Plan under § 502(a)(1)(B) — would provide only money damages and therefore would also not provide "final injunctive relief."(Dkt. No. 261at 3.)Here, too, PWC makes an additional argument: Allowing class certification for the enforcement of the reformed Plan would impermissibly preclude PWC from asserting individualized defenses.Id.None of these arguments presents a persuasive reason to decertify the Class.
PWC's position that reforming the Plan under § 502(a)(3) of ERISA is not "final relief" available under Rule 23(b)(2) is foreclosed by precedent."[R]eformation is consistent with Rule 23 ’s requirement[s]" when it is a "precursor" to injunctive relief.Amara v. CIGNA Corp. , 775 F.3d 510, 523(2d Cir.2014)(" Amara V ")(internal quotation marks omitted).The ultimate relief requested here is injunctive.An order "requiring defendants to enforce a [reformed] plan," which in turn requires the defendants to provide certain benefits, is "injunctive" because "reformation can be properly understood as a declaration of the plaintiffs’ rights under the plan and an injunction order the plan to be reformed to reflect that declaration."Id.That the Second Circuit referred to reforming the Plan here as "preparatory,"Laurent 2019 , 945 F.3d at 749, does not make it incompatible with Rule 23(b)(2) ’s requirements.
Instead, the key question is whether reforming the contract here would be a precursor to appropriate final injunctive relief under Rule 23(b)(2).The answer to that question is yes.Amara V , relying onCIGNA Corp. v. Amara , 563 U.S. 421, 131 S.Ct. 1866, 179 L.Ed.2d 843(2011), confirms that an order "requiring defendants to enforce a [reformed] plan," which in turn required the defendants in that case to provide certain benefits, is proper "injunctive" relief.Amara V , 775 F.3d at 523.This is because "reformation can be properly understood as a declaration of the plaintiffs’ rights under the plan and an injunction ordering the plan to be reformed to reflect that declaration."Id.
PWC's attempts to distinguish this case from Amara V are unpersuasive.Amara V and the Second Circuit in this case endorsed the same remedy: reforming a pension plan to conform with ERISA's requirements and enforcing the reformed pension plan.PWC points out that Amara V permitted this remedy to come entirely under § 502(a)(3), while the full relief here would flow in part from § 502(a)(3) and in part from § 502(a)(1)(B).(SeeDkt. No. 265at 3.)Yet PWC does not make a case for why this distinction matters.Nor does PWC explain why Amara V ’s evaluation of reformation as an appropriate remedy under Rule 23(b)(2) should not apply here.The Second Circuit's opinion in Laurent suggests that there is little daylight between the remedy it endorsed here and the remedy in Amara V .SeeLaurent 2019 , at 749, ("[W]e have already expressly affirmed a two-step remedy of reformation-and-enforcement.")
PWC's argument that Plaintiffs lack Article III standing is equally unpersuasive.PWC notes that the Class comprises only "cashed-out former Plan participants."(Dkt. No. 261at 13.)So, it is PWC's view that Plaintiffs lack standing to pursue an injunction since only retrospective relief, i.e., money damages, could compensate Plaintiffs for not receiving full benefits.This argument is also foreclosed by Amara V .The class in Amara V sought "prospective injunctive relief," and the Second Circuit found that the class ...
