Opinion
02 Civ. 0941 (LAK)
April 3, 2002
ORDER
Pursuant to the order at the foot of the Court's memorandum opinion, dated March 14, 2002, the parties have submitted competing forms of judgment that raise two of subsidiary issues.
First, defendants seek to expand the declaratory relief granted in the opinion to cover three additional former employees who were not among those identified in the complaint because they were on short-term liability at the time of the closing but thereafter moved to long-term disability and who were referred to in defendants' first counterclaim.
Second, defendants contest the Court's dismissal of their third and fourth counterclaims to the extent that they sought recovery of attorneys' fees incurred in this action pursuant to Section 6.2 of the Stock Purchase Agreement.
It is unfortunate that there remains a dispute with respect to the three additional former employees. During the course of the proceedings that led to the severance of the counterclaims and the trial of plaintiff's declaratory judgment action and, for that matter, during the trial, counsel quite plainly led the Court to believe that the problem concerned only the eleven former employees whose status was resolved at the recent trial. E.g., Tr., Feb. 20, 2002, passim. In consequence, and because these three individuals' situations are involved only in the severed counterclaims, the Court decided only the issues placed before it. Moreover, the Court was led to believe that a resolution of the action in favor of defendants would moot the counterclaims, which of course is not entirely true. Both the issue of these three individuals and plaintiff's claim for attorneys' fees remain to be decided.
Accordingly, the order of March 14, 2002 is modified to the extent that the counterclaims are dismissed as moot except insofar as plaintiff seeks (a) relief with respect to the three belatedly identified individuals, and (b) attorneys' fees. On or before April 17, 2002, plaintiff shall move for attorneys' fees and shall brief the questions whether the status of the three individuals may be decided on the present record and, if so, how it should be decided. Defendants' responsive papers shall be filed on or before May 1, 2002. Any reply papers shall be filed on or before May 8, 2002. In the meantime, judgment shall enter under Rule 54(b), as there quite plainly is no just cause for delay in definitively resolving the responsibilities of the parties with respect to the eleven former employees who were on long-term disability at the time of the closing. The issues raised with respect to the three others are sufficiently different, and in any case were raised only in the counterclaims, as not to warrant delay in ensuring that the benefits of these persons are secure.
SO ORDERED.