Opinion
Civil Action No. 3:02-CV-2762-L.
April 30, 2004
ORDER
Before the court are Defendant's Motion for Summary Judgment, filed November 3, 2003; Defendant's Motion to Strike and to Dismiss Plaintiffs' First Amended Complaint, filed November 13, 2003; and Plaintiff's Motion to Amend the Scheduling Order, filed November 20, 2003. After careful consideration of the motions, responses, reply, evidence, and the applicable law, the court grants Defendant's Motion for Summary Judgment; grants Defendant's Motion to Strike and to Dismiss Plaintiffs' First Amended Complaint; and denies as moot Plaintiff's Motion to Amend the Scheduling Order.
I. Factual and Procedural Background
Plaintiffs are former employees of Defendant Tyco Electronic Power Systems, Inc. ("Power Systems" or "Defendant"). Power Systems is a corporation doing business in the State of Texas, with its principal office located in Mesquite, Texas. Power Systems is engaged in the business of providing power supplies and other products for telecommunications service providers and the data networking industry. Plaintiffs all worked at the company's Mesquite facility.
The named Plaintiffs are Judy Evans, Wayne R. Abernathy, Eloisa G. Acevedo, Jennie Jones Banks, William Bednar, Regenia H. Browning, Patsy Geneva, Brenda Graves, Patricia Hammond, Elaine Hampton, Chris S. Hart, Bernice Hickman, Clara J. Holden, Phillip Hyde, Genell Jackson, Alice Ann Keele, Marnice Kilpatrick, Gerard D. Marcelina, Wilma E. Marcelina, Barbara Mitchell, Marian Proctor, Armando Rodriguez, Jr., Jackie R. Shelton, Billie W. Simpson, Hattie Oleta Sims, Alice N. Smith, Erie Diane Williams, and Frances M. Woolverton. The court refers to these individuals collectively as "Plaintiffs."
Plaintiffs were members of the bargaining unit at the Mesquite facility, and were represented by the Communication Workers of America AFL-CIO ("CWA"). Pursuant to a Memorandum of Understanding between the CWA and Power Systems, entered into on December 29, 2000, Power Systems assumed the collective bargaining agreement between Lucent Technologies and the CWA as to bargaining unit employees at the Mesquite facility. Plaintiffs' terms and conditions of employment were governed by the collective bargaining agreement between the CWA and Power Systems.
In April 2001, Power Systems offered its Mesquite facility employees Optional Termination Pay ("OTP") as part of a voluntary early retirement program aimed at reducing the company's workforce in Mesquite. Optional Termination Pay is provided for and governed by the collective bargaining agreement to eligible employees. Plaintiffs allege that Power Systems informed them the April 2001 OTP was a one-time offer and encouraged its employees to accept the OTP by assuring them that it would not close the Mesquite facility. Twenty-six of the named Plaintiffs accepted the April 2001 OTP offer.
Shortly after these employees were removed from the payroll, Power Systems, in July 2001, offered a second OTP to its remaining work force at the Mesquite facility, and assured these employees that it would not close the Mesquite facility. Two of the named Plaintiffs accepted the July 2001 OTP offer.
On October 5, 2001, representatives of Power Systems met with a representative of the CWA, and informed the union that a decision had been made to close the Mesquite facility over the course of the next six months. On October 11, 2001, Power Systems informed its remaining workforce at the Mesquite facility that it was closing the plant. The Mesquite facility ceased production operations on March 15, 2002.
On November 15, 2002, Plaintiffs filed this lawsuit in the 298th Judicial District Court, Dallas County, Texas, alleging claims against Power Systems under Texas state law for fraud and negligent misrepresentation. Plaintiffs allege that agents of Power Systems misrepresented the company's intent regarding closure of the Mesquite facility because, if Plaintiffs accepted the OTP, Power Systems would not have to pay them as much as they would have received if they were still employed when the facility closed. Defendant removed the action to this court on December 26, 2002, and Plaintiffs subsequently moved to remand The court denied Plaintiffs' motion to remand, finding, inter alia, that Plaintiffs' state claims were completely preempted under Section 301 of the Labor Management Relations Act of 1947 ("LMRA"), 29 U.S.C. § 185, and, therefore, removal was proper.
Power Systems now moves for summary judgment on Plaintiffs' state law claims, and moves to dismiss Plaintiffs' purported federal claims, to the extent they are considered properly before the court. In addition, Plaintiffs move to amend the court's Scheduling Order. The court considers the parties' motions in turn. II. Defendant's Motion for Summary Judgment
A. Summary Judgment Standard
Summary judgment shall be rendered when the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); Celotex Corp. v. Catrett, 477 U.S. 317, 323-25 (1986); Ragas v. Tennessee Gas Pipeline Co., 136 F.3d 455, 458 (5th Cir. 1998). A dispute regarding a material fact is "genuine" if the evidence is such that a reasonable jury could return a verdict in favor of the nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). When ruling on a motion for summary judgment, the court is required to view all inferences drawn from the factual record in the light most favorable to the nonmoving party. Matsushita Elec. Indus. Co. v. Zenith Radio, 475 U.S. 574, 587 (1986); Ragas, 136 F.3d at 458. Further, a court "may not make credibility determinations or weigh the evidence" in ruling on motion for summary judgment. Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150 (2000); Anderson, 477 U.S. at 254-55.
Once the moving party has made an initial showing that there is no evidence to support the nonmoving party's case, the party opposing the motion must come forward with competent summary judgment evidence of the existence of a genuine fact issue. Matsushita, 475 U.S. at 586. Mere conclusory allegations are not competent summary judgment evidence, and thus are insufficient to defeat a motion for summary judgment. Eason v. Thaler, 73 F.3d 1322, 1325 (5th Cir. 1996). Unsubstantiated assertions, improbable inferences, and unsupported speculation are not competent summary judgment evidence. See Forsyth v. Barr, 19 F.3d 1527, 1533 (5th Cir.), cert. denied, 513 U.S. 871 (1994). The party opposing summary judgment is required to identify specific evidence in the record and to articulate the precise manner in which that evidence supports his claim. Ragas, 136 F.3d at 458. Rule 56 does not impose a duty on the court to "sift through the record in search of evidence" to support the nonmovant's opposition to the motion for summary judgment. Id.; see also Skotak v. Tenneco Resins, Inc., 953 F.2d 909, 915-16 n. 7 (5th Cir.), cert. denied, 506 U.S. 832 (1992). "Only disputes over facts that might affect the outcome of the suit under the governing laws will properly preclude the entry of summary judgment." Anderson, 477 U.S. at 248. Disputed fact issues which are "irrelevant and unnecessary" will not be considered by a court in ruling on a summary judgment motion. Id. If the nonmoving party fails to make a showing sufficient to establish the existence of an element essential to its case and on which it will bear the burden of proof at trial, summary judgment must be granted. Celotex, 477 U.S. at 322-23.
B. Analysis
Defendant Power Systems moves for summary judgment on Plaintiffs' state law claims of fraud and negligent misrepresentation, contending that they are (1) preempted by Section 301 of the Labor Management Relations Act of 1947 ("LMRA"), 29 U.S.C. § 185, and (2) preempted by sections 8(a) and 10 of the National Labor Relations Act ("NLRA"). Plaintiffs do not dispute either of these contentions; rather, they argue that summary judgment is improper because they have since filed, on October 27, 2003, an amended complaint alleging claims against Power Systems for fraud and breach of fiduciary duty under the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001, et seq., which are not addressed in Defendant's motion. Plaintiffs therefore contend that summary judgment is not warranted, because Power Systems has failed to meet its burden of proof as to those claims.
Power Systems contends that Plaintiffs' federal claims are not properly before the court, and has set forth its position regarding them in its Motion to Strike and to Dismiss Plaintiffs' First Amended Complaint. The court agrees with Power Systems that Plaintiffs' federal claims are not properly before the court, and sets forth its reasons in Section III of this order. As a result, the only claims properly before the court are the ones under state law for fraud and negligent misrepresentation.
Plaintiffs also contend that Defendant's motion is untimely; however, this argument is without merit. Under the court's Scheduling Order, the deadline for filing dispositive motions was November 3, 2003. Defendant filed their motion on that date. Therefore, Defendant's summary judgment motion is timely, and properly before the court.
In its order dated September 30, 2003, the court determined that Plaintiffs' state law claims of fraud and negligent misrepresentation were completely preempted by the LMRA, because determination of those claims would require interpretation of the collective bargaining agreement applicable to plant closure and Plaintiffs' rights and eligibility to receive plant-closure benefits. Complete preemption under the LMRA applies when a decision on a state cause of action is inextricably intertwined with a consideration of the terms of a labor contract or when application of state law to the disputes requires an interpretation of a collective bargaining agreement. Thomas v. LTV Corp., 39 F.3d 611, 616 (5th Cir. 1994). As previously stated, Plaintiffs do not dispute that resolution of their state law claims requires interpretation of the collective bargaining agreement, or that they are preempted by Section 301 of the LMRA. Plaintiffs have failed to point to any facts that could support a finding that their fraud and negligent misrepresentation claims are not preempted by Section 301 of the LMRA. Thus, there are no genuine issues of material fact in dispute to preclude summary judgment, and Defendant is entitled to judgment as a matter of law.
Power Systems also seek summary judgment on the ground that Plaintiffs' state law claims are preempted under the unfair labor practice provisions of the NLRA, 29 U.S.C. § 158(a)(5). As the court has resolved Defendant's motion on the grounds of LMRA preemption, it does not address whether Plaintiffs' state claims are also preempted under the NLRA.
Plaintiffs in their summary judgment response state Defendant's motion is premature, and that additional time is needed to conduct discovery related to the federal claims asserted in their First Amended Complaint ("Complaint"). To the extent Plaintiffs' request may be construed as a Rule 56(f) motion for continuance, the court is not persuaded that a continuance of the summary judgment proceedings is warranted. Fed.R.Civ.P. 56(f) provides:
Should it appear from the affidavits of a party opposing the motion [for summary judgment] that a party cannot for reasons stated present by affidavit facts essential to justify the party's opposition, the court may refuse the application for judgment or may order a continuance to permit affidavits to be obtained or depositions to be taken or discovery to be had or may make such other order as is just.
Rule 56(f) authorizes a court to grant a continuance when the nonmovant has not had an opportunity to conduct discovery that is essential to his opposition to a motion for summary judgment. Anderson v. Liberty Lobby, Inc., 477 U.S. at 250 n. 5. As a result, Rule 56(f) provides federal courts with a mechanism for dealing with the problem of premature summary judgment motions. Celotex Corp. v. Catrett, 477 U.S. at 326. "Rule 56(f) motions are generally favored and should be liberally granted." Beattie v. Madison County Sch. Dist., 254 F.3d 595, 606 (5th Cir. 2001).
To comply with the Rule, the party opposing summary judgment must show (1) why he needs additional discovery and (2) how that discovery will create a genuine issue of material fact. Stearns Airport Equip. Co. v. FMC Corp., 170 F.3d 518, 535 (5th Cir. 1999). Although the burden is not a heavy one, the nonmovant must justify his entitlement to a continuance by presenting specific facts explaining his inability to make a substantive response. Union City Barge Line, Inc. v. Union Carbide Corp., 823 F.2d 129, 137 (5th Cir. 1987). A claim that further discovery or a trial might reveal facts of which the nonmovant is currently unaware is insufficient. Washington v. Armstrong World Indus., Inc., 839 F.2d 1121, 1123 (5th Cir. 1988). A party may not rely on vague assertions that additional discovery will produce needed, but unspecified facts, Union City, 823 F.2d at 137, but instead must identify a genuine issue of material fact that justifies the continuance pending further discovery. See Woods v. Fed. Home Loan Bank Bd., 826 F.2d 1400, 1415 (5th Cir. 1987). Finally, in conjunction with a nonmovant's request for additional discovery, the nonmovant must establish that he has diligently pursued relevant discovery. See Beattie, 254 F.3d at 606 (refusing Rule 56(f) continuance because nonmovant was not diligent in conducting discovery); Int'l Shortstop, Inc. v. Rally's, Inc., 989 F.2d 1257, 1267 (5th Cir. 1991) (holding court need not accommodate request for continuance when nonmovant has not diligently pursued the discovery of necessary evidence).
Plaintiffs have failed to meet the requirements for a Rule 56(f) continuance. First, Plaintiffs have failed to identify precisely what discovery is sought. Plaintiffs in their summary judgment response state that they "seek information regarding Defendant's documents and memoranda that were relied upon by Company agents when speaking with employees concerning the relevant issues of retirement and plant closure." Pls.' Resp. at 4. By this vague statement, Plaintiffs have failed to explain what information they seek or how the discovery sought would allow them to defeat Defendant's motion for summary judgment. In other words, Plaintiffs have failed to articulate with "any degree of specificity how additional discovery will create a material fact issue." See Leatherman v. Tarrant County Narcotics Intelligence and Coordination Unit, 28 F.3d 1388, 1396 (5th Cir. 1994). Second, Plaintiffs have not been diligent in seeking discovery. Under the court's Scheduling Order, the deadline for completion of discovery was October 3, 2003. Plaintiffs chose to conduct no discovery during the eleven months between the filing of this lawsuit and the discovery deadline. In any event, as the court explains in Section III of this order, Plaintiffs' federal claims are not properly before the court; therefore, discovery on these claims would be futile. The court therefore determines that a Rule 56(f) continuance is not justified.
Plaintiffs did not submit any affidavits to support any purported Rule 56(f) motion for continuance, and this failure alone is a sufficient basis for the court to deny a Rule 56(f) continuance.
For the reasons previously stated, the court determines that there are no genuine issues of material fact as to whether Plaintiffs' state law claims of fraud and negligent misrepresentation are preempted by the LMRA, and that Power Systems is entitled to judgment as a matter of law on these claims. Accordingly, Defendant's Motion for Summary Judgment is granted. Judgment will be issued by separate document pursuant to Fed.R.Civ.P. 58.
III. Defendant's Motion to Strike and Dismiss
Power Systems moves to dismiss Plaintiffs' First Amended Complaint under Fed.R.Civ.P. 12(b)(6) and 12(f), contending that Plaintiffs have improperly amended their complaint well beyond the scope authorized by the court's order dated September 30, 2003, and that Plaintiffs' federal claims under ERISA and Section 301 of the LMRA are not properly before the court. Plaintiffs did not file a response to the motion.
In its order dated September 30, 2003, the court granted Plaintiffs leave to amend their pleadings; however, it limited the scope of amendment to their fraud claim. In particular, the court allowed "Plaintiffs an opportunity to replead their fraud claim to satisfy the pleading requirements of Rule 9(b)." See Order dated September 30, 2003, at 9. On October 27, 2003, Plaintiffs filed their First Amended Complaint, in which they add two new causes of action against Power Systems: one under ERISA and the other under § 301 of the LMRA. The court's order concerning amendment, however, did not authorize Plaintiffs to file new causes of action.
To the extent Plaintiffs' First Amended Complaint alleges state law claims of fraud and negligent misrepresentation, such claims are preempted by § 301 and, therefore, must be dismissed.
Under the court's Scheduling Order dated April 14, 2003, the deadline for amendment of pleadings was July 14, 2003. Although Plaintiffs could have sought leave to amend their complaint before the deadline, they failed to do so. Instead, Plaintiffs have attempted to circumvent the pleadings amendment deadline established by the court's Scheduling Order, and have violated the court's order granting them leave to amend their fraud claim by amending their complaint to add new causes of action. Plaintiffs did not request, and to this date have not requested, leave of court to file an amended complaint that asserts causes of action under ERISA or § 301 of the LMRA. The court therefore determines that these claims are not properly before it, and should be dismissed as untimely.
Even if the court were to allow Plaintiffs' claims under ERISA and the LMRA, it would nevertheless grant Defendant's motion to dismiss them under Fed.R.Civ.P. 12(b)(6). A motion to dismiss for failure to state a claim under Fed.R.Civ.P. 12(b)(6) "is viewed with disfavor and is rarely granted." Lowrey v. Texas AM Univ. Sys., 117 F.3d 242, 247 (5th Cir. 1997). A district court cannot dismiss a complaint, or any part of it, for failure to state a claim upon which relief can be granted "unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Blackburn v. City of Marshall, 42 F.3d 925, 931 (5th Cir. 1995). Stated another way, "[a] court may dismiss a complaint only if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations." Swierkiewicz v. Sorema, 534 U.S. 506, 512 (2002) (quoting Hishon v. King Spalding, 467 U.S. 69, 73 (1984)). In reviewing a Rule 12(b)(6) motion, the court must accept all well-pleaded facts in the complaint as true and view them in the light most favorable to the plaintiff. Baker v. Putnal, 75 F.3d 190, 196 (5th Cir. 1996). In ruling on such a motion, the court cannot look beyond the pleadings. Id.; Spivey v. Robertson, 197 F.3d 772, 774 (5th Cir. 1999), cert. denied, 530 U.S. 1229 (2000). The pleadings include the complaint and any documents attached to it. Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498-99 (5th Cir. 2000). Likewise, "`[d]ocuments that a defendant attaches to a motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff's complaint and are central to [the plaintiff's] claims.'" Id. (quoting Venture Assocs. Corp. v. Zenith Data Sys. Corp., 987 F.2d 429, 431 (7th Cir. 1993)). The ultimate question in a Rule 12(b)(6) motion is whether the complaint states a valid cause of action when it is viewed in the light most favorable to the plaintiff and with every doubt resolved in favor of the plaintiff. Lowrey, 117 F.3d at 247. A plaintiff, however, must plead specific facts, not mere conclusory allegations, to avoid dismissal. Guidry v. Bank of LaPlace, 954 F.2d 278, 281 (5th Cir. 1992).
Plaintiffs' Complaint merely references ERISA without stating any specific ERISA cause of action they are attempting to bring or any facts to support the claim. Plaintiffs' allegations with respect to this claim are as follows: "This is an action brought under . . . the Employment Retirement Income Security Act of 1974 as amended, 29 U.S.C. § 1001 et seq.,"; "Defendant is an employer within the meaning of ERISA, 29 U.S.C. § 1002(5). Defendant is a fiduciary of the pension and retirement plans for Plaintiffs, which are welfare benefit plans within the meaning of 29 U.S.C. § 1002(1)(B)." Pls.' Compl. at 2, 4. Although Plaintiffs assert in their summary judgment response that their Complaint alleges a claim for breach of fiduciary duty, no such allegations are asserted in their pleadings. Plaintiffs' Complaint fails to allege facts sufficient to state a claim upon which relief can be granted under ERISA. Accordingly, dismissal of this claim is warranted under Rule 12(b)(6).
With respect to its LMRA claim, Plaintiffs' Complaint alleges that "[t]his action is brought under Section 301 of the Labor Management Relations Act of 1947, 29 U.S.C. § 185"; and that "Defendant did not comply with the terms and obligations contained in the CBA." See Pls.' Compl. at 2. To prevail on their § 301 claims against Power Systems, Plaintiffs must show both that their employer violated the terms of the collective bargaining agreement and that the union breached its duty of fair representation. Chauffeurs, Teamsters Helpers, Local No. 391 v. Terry, 494 U.S. 558, 564 (1990). Plaintiffs allege no facts which show that their union representative, CWA, breached its duty of fair representation, a necessary element of their § 301 claim. As a consequence, Plaintiffs' § 301 claim fails as a matter of law, and dismissal of this claim is warranted under Rule 12(b)(6).
Although Plaintiffs' Complaint only names their employer, Plaintiffs' § 301 is nevertheless characterized as "hybrid" § 301/fair representation claims. See DelCostello v. Int'l Bhd. of Teamsters, 462 U.S. 151, 164 (1983) (noting that the employee may sue the employer, the union, or both, but that the case he must prove is the same in all circumstances).
Plaintiffs' federal claims under ERISA and the LMRA are not properly before the court because they were filed without leave well after the deadline for amendment of pleadings as set forth under the Scheduling Order. Moreover, even if the claims were properly before the court, Plaintiffs have failed to state a claim upon which relief can be granted as to both claims, and dismissal is warranted under Rule 12(b)(6). Accordingly, for the reasons herein stated, Defendant's Motion to Strike and to Dismiss Plaintiffs' First Amended Complaint is granted. IV. Plaintiff's Motion Amend the Scheduling Order
In light of the court's rulings on Defendant's dispositive motions, Plaintiff's Motion to Amend the Scheduling Order is moot, and is accordingly denied. Even if the motion is not moot, it fails to establish that good cause exists to amend the scheduling order.
Plaintiffs seek to amend the court's Scheduling Order so that they may "conduct discovery, including interrogatories, request for production, and depositions in an effort to further this case." Pls.' Mot. to Amend Scheduling Order at 2-3. Plaintiffs further "pray for an Amendment of the Scheduling Order to reflect dates that might serve the parties in the process regarding the allegations in Plaintiffs' amended complaint." Id. at 3. Plaintiffs do not specify in their motion how much time they would require to conduct discovery on the claims asserted in their First Amended Complaint.
Once a scheduling order has been entered, it can only be modified upon a showing of good cause. See Fed.R.Civ.P. 16(b); S W Enters., L.L.C. v. SouthTrust Bank of Alabama, N.A., 315 F.3d 533, 536 (5th Cir. 2003). Pursuant to the court's Scheduling Order, the deadline for completion of discovery in this case was October 3, 2003. See Court's Scheduling Order, filed April 14, 2003. Plaintiffs now seek to extend the discovery deadline more than a month after its expiration. First, Plaintiffs offer no reason why discovery was not completed within the time allowed by the court. Second, Plaintiffs offer absolutely no basis for their failure to seek an extension of the discovery deadline prior to October 3, 2003, and fail to explain why they were unable to complete discovery on their fraud claim before the discovery deadline. Moreover, to the extent Plaintiffs desire to conduct discovery on their purported ERISA claim, they knew at least nine months before the discovery deadline that they potentially had an ERISA claim, yet they did not seek to amend their complaint to assert such a claim prior to the pleading deadline, and conducted no discovery on any such claim before the discovery deadline. Plaintiffs have totally failed to establish that they were unable to meet the discovery deadline despite diligence on their part. Because Plaintiffs have failed to show good cause, the court determines that any motion to amend the scheduling order should be, and is hereby, denied.