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Romero v. Allstate Insurance Co.

October 21, 2010

GENE R. ROMERO, ET AL. PLAINTIFF,
v.
ALLSTATE INSURANCE COMPANY, ET AL., DEFENDANTS.



The opinion of the court was delivered by: Buckwalter, S. J.

MEMORANDUM

Currently pending before the Court is the Motion by Plaintiffs Gene R. Romero, et al. to Compel Documents Related to the Release in Accordance with the Court's April 7, 2010 Case Management Order. For the following reasons, the Motion is granted in part and denied in part.

I. FACTUAL BACKGROUND

The core of Plaintiffs' putative class action, which has been pending since August 1, 2001, alleges that Allstate had originally employed a substantial number of insurance sales agents with the promise that they would have a "guaranteed income" and lifetime "financial security" through a compensation package that included a pension, profit sharing, and other employee benefit plans. (Sec. Am. Compl. ¶ 1.) In the 1990s, Allstate sought to get out from under the financial burden of this promise by attempting to persuade these employee agents to convert to independent contractor status, under the pretext that this status would give them more "entrepreneurial freedom" and a capacity for greater earning power. (Id. ¶ 2.) When only a few of the employee agents voluntarily relinquished their benefits, Allstate's President and Chief Executive Officer, Edward M. Liddy, announced, in November 1999, that Allstate was instituting a "group reorganization program," under which approximately 6,300 employee agents would have their employment contracts terminated by June 30, 2000. (Id. ¶ 3.) These employee agents would be permitted to remain with Allstate as independent contractors only if they signed a release waiving their statutory and common law rights (the "Mass Termination Program"). (Id.) Allstate also imposed a moratorium on rehiring the employee agents to fill sales and customer service positions for the company. (Id.) This Mass Termination Program, either intentionally or in effect, allowed Allstate to replace older employee agents with younger hires. (Id. ¶ 6.) To further evade legal accountability, Allstate presented the employee agents with a choice: (a) sign a prepared General Release and Waiver Agreement ("Release") that waived the employee agents' right to challenge the legality of Allstate's conduct, and be permitted to either remain with Allstate as an independent contractor or leave Allstate and receive certain specified payments; or (b) not sign the Release and have their long-term relationship with Allstate severed entirely with none of the specified payments. (Id. ¶ 11.) Given these limited alternatives, over ninety-nine percent of the 6,300 employee agents signed the Release. (Id. ¶¶ 11-12.)

Several hundred of these employee agents, however, subsequently put Allstate on notice of allegations of class-wide age discrimination and/or retaliation by filing timely charges with the Equal Employment Opportunity Commission ("EEOC") and equivalent state agencies. (Id. ¶ 20.) The EEOC issued a ruling in which it characterized Allstate's conduct as "threats, coercion, and intimidation" and concluded that the Release was in violation of the ADEA. (Id. ¶ 12.) In light of the EEOC's finding, Plaintiffs initiated the action in federal court on August 1, 2001, and, on October 18, 2001, Plaintiffs filed their First Amended Complaint, which set forth seven Counts, as follows: (1) a declaratory judgment deeming the Release invalid under Section 510 of the Employee Retirement and Income Security Act ("ERISA"), 29 U.S.C. § 1140, the Age Discrimination in Employment Act, 29 U.S.C. § 623, and common law; (2) individual and class claims of interference with employment and retaliation in violation of Section 510 of ERISA with respect to the Plaintiffs' attainment and receipt of pensions and benefits under various employee benefit plans; (3) individual and class claims for retaliation in violation of Section 510 of ERISA; (4) "Discriminatory Termination and Retaliation in Violation of 29 U.S.C. § 623(a) and (d)" for both individuals and the class; (5) individual and class claims for breach of the R830 contract, which governed the employment relationship between Allstate and a subclass of Plaintiffs; (6) individual and class claims for breach of the R1500 contract, which governed the employment relationship between Allstate and a different subclass of Plaintiffs; and (7) individual and class claims for breach of fiduciary duty. (First Am. Compl. ¶¶ 132-189.)

Discovery began in April 2002 and, over the course of the next several years, the parties engaged in extensive motion practice, including the filing of cross-motions for summary judgment and the debate over class certification issues. On March 30, 2004, the Honorable John Fullam, of the United States District Court for the Eastern District of Pennsylvania, entered a Declaratory Judgment holding, in part, that the Releases signed by the employee agents were voidable so long as the employee agents tendered back all benefits received in connection with signing those Releases (the "tender back" requirement). Romero v. Allstate Ins. Co., Nos. CIV.A.01-3894, 01-6764, 01-7042, 2004 WL 692231, at *3-4 (E.D. Pa. Mar. 30, 2004). On June 20, 2007, however, Judge Fullam determined that he erred in his 2004 Declaratory Judgment and, as a result, vacated that decision. Romero v. Allstate Ins. Co., Nos. CIV.A.01-3894, 01-6764, 01-7042, 2007 WL 1811197, at *1 (E.D. Pa. Jun. 20, 2007). He further granted summary judgment in Allstate's favor on the entirety of Plaintiffs' Amended Complaint. Id.

On November 26, 2007, Plaintiffs appealed this ruling to the United States Court of Appeals for the Third Circuit. Reviewing the history of this case, the Third Circuit noted that Plaintiff had not received the benefit of full discovery as to issues regarding the validity of the Releases, and noted that these issues were dispositive as to the rest of Plaintiffs' claims. Romero v. Allstate Ins. Co., 344 Fed. Appx. 785, 793 (3d Cir. 2009) ("plaintiffs had a relatively short period of class discovery, and . . . are entitled to discovery that is responsive to their requests related to the specific release-related issues the plaintiffs raised with the district court in their response to its March 21, 2007 Order."). The court went on to order that the District Court allow additional discovery and briefing, fully address whether the Releases are valid, and if necessary, decide all of the underlying claims and issues. Id. at 794.

On January 29, 2010, after remand from the Court of Appeals, this case was reassigned to the docket of the undersigned. In accordance with this remand, the Court entered a new Case Management Order, dated April 7, 2010, setting forth both discovery and motion deadlines. Plaintiffs then filed a Motion to Amend the Complaint. On July 28, 2010, this Court permitted the filing of a Second Amended Complaint, which made three distinct changes, including: (1) the substitution of Joseph L. Benoit for "holdout" plaintiff Douglas F. Gafner, Sr., who is now deceased and whose claims against Defendants were settled on a confidential basis while the matter was on appeal; (2) clarification that Plaintiffs assert a disparate impact claim under the ADEA insofar as they have alleged that over ninety percent of the employee agents subject to the Mass Termination Program were age forty or older as of November 16, 1999; and (3) amplification and correction of certain factual averments to specifically include allegations that Defendants made misrepresentations to induce Plaintiffs and other employee agents to sign the Release. Romero v. Allstate Ins. Co., No. CIV.A.01-3894, 2010 WL 2996963 (E.D. Pa. July 28, 2010).

Just prior to the ruling on the Motion for Leave to Amend, Plaintiffs filed the present Motion to Compel Documents Related to the Release in Accordance with the April 7, 2010 Case Management Order. Defendants responded on July 23, 2010, and Plaintiffs filed a Reply Brief on August 13, 2010. The Court now turns to a discussion of this Motion.

II. STANDARD OF REVIEW

Rule 26(b)(1) of the Federal Rules of Civil Procedure provides that any party may "obtain discovery regarding any non-privileged matter that is relevant to any party's claim or defense." FED. R. CIV. P. 26(b)(1). It is well settled that Rule 26 establishes a fairly liberal discovery policy. Oppenheimer Fund, Inc. v. Sanders, 437 U.S. 340, 351 (1978). "As a general rule, discovery is permitted of any information that is relevant or may lead to the discovery of relevant evidence." Collins v. Derose, No. CIV.A.08-744, 2010 WL 1837803, at *1 (M.D. Pa. May 5, 2010).

Federal Rule of Civil Procedure 37 bestows upon the court enforcement powers to ensure parties' cooperation in the discovery process, by allowing a party to move for an order compelling production of documents. FED. R. CIV. P. 37(a)(3)(B). For purposes of a Rule 37 motion, "an evasive or incomplete disclosure" is treated as a failure to answer. Id. at 37(a)(4).

III. DISCUSSION

Plaintiffs' present Motion seeks an Order compelling Defendants to respond to the forty-five Requests for the Production of Documents served on March 5, 2010. According to Plaintiffs, Defendants have asserted boilerplate objections to each and every document request, have failed to produce any documents for nearly half of the document requests, and have objected to producing electronic documents in native format with accompanying metadata. Although the parties engaged in a "meet and confer" in an effort to resolve this dispute, they were unable to reach any mutually agreeable solution. As such, the Court now rules on the issues raised by Plaintiffs' Motion.

A. Document Request Nos. 1-3, 6, 10-15, 19-20, 22-24, and 33-42

Plaintiffs first move to compel Defendants' responses to Request for the Production of Document Nos. 1-3, 6, 10-15, 19-20, 22-24, and 33-42. In their supporting briefs, Plaintiffs have set forth reasonable and valid bases for making each of these discovery requests. Despite having initially objected, Defendants now make no attempt to counter Plaintiffs' arguments or otherwise substantiate the previously-lodged boilerplate objections.

It is well-established that "[t]he party opposing discovery has the burden to raise an objection, then the party seeking discovery must demonstrate the relevancy of the requested information." Corrigan v. Methodist Hosp., 158 F.R.D. 54, 57 (E.D. Pa. 1994). "Once this showing is made, the burden switches again to the party opposing discovery to show why discovery should not be permitted." Id.

Pursuant to such jurisprudence, Plaintiffs have adequately demonstrated the relevance of the above-listed Requests. In the face of such a showing, Defendants have failed to meet their opposing burden of establishing why discovery should not be permitted as to these Requests. Accordingly, to the extent Defendants have not fully responded to Request Nos. 1-3, 6, 10-15, 19-20, 22-24, and 33-42, Plaintiffs' Motion to Compel is granted.

B. Request Nos. 4-5, 7-9, 16-17, 43-45

With respect to Request Nos. 4-5, 7-9, 16-17, and 43-45, Plaintiffs' Motion to Compel again sets forth a detailed explanation of how such Requests are relevant to the present matter. In response, however, Defendants contend that all of these Requests go to Plaintiffs' theory that the Releases signed by the employee agents were invalid as part and parcel of an illegal scheme.*fn1 They go on to argue that: (1) the "part and parcel" doctrine is limited to antitrust cases and thus inapplicable to an employment discrimination case; (2) the ADEA independently protects employees from the use of Releases to further an illegal scheme; and (3) Plaintiffs have failed to prove the operation of the "part and parcel" on the facts of this case. Ultimately, Defendants conclude that because the "part and parcel" theory is not legally viable, they should not be required to respond to the above-listed Requests to the extent they are directed to that theory.

These arguments, however, are mooted by a plain reading of the Third Circuit's mandate. Upon vacating the district court finding that the Releases were valid, the Third Circuit expressly stated:

We believe the District Court should re-examine the validity of the release, after allowing further discovery into the facts surrounding the signing of the releases. The plaintiffs had a relatively short period of class discovery, and approximately half of the documents Allstate produced were documents from the Isbell litigation. While Isbell is certainly relevant to the plaintiffs' cases here, the plaintiffs are entitled to discovery that is responsive to their requests related to the specific release-related issues the plaintiffs raised with the District Court in their response to its March 21, 2007, Order: that the releases were part of an illegal scheme; that they were not signed knowingly or voluntarily; and that they were unconscionable.

Romero, 344 Fed. Appx. at 793 (emphasis added). The court went on to note that:

If, after discovery and briefing on these issues, the District Court determines that the releases are valid, then the claims in Romero I, Count II of Romero II, and EEOC are barred. If, however, the District Court determines that the releases are not valid, the District Court needs to address all of the underlying claims and issues that it did not decide in its June 20, 2007, Order, some of which we referred to above, namely, the common law claims of breach of contract and breach of fiduciary duty and all the claims in Romero II.We are confident that on remand the parties can spell these out for the District Court, as they have done for us on appeal, including the plaintiffs' claim that discovery as to these issues and the release should be permitted.

Id. at 794 (emphasis added).

This unambiguous language makes clear that Plaintiffs are fully entitled to briefing on their theory that the Releases are void because they are "part and parcel" of an illegal scheme. Although Defendants cite to the last sentence of the above paragraph for the proposition that the Third Circuit did not preclude Allstate from objecting to discovery on the grounds that the "part and parcel" doctrine has no legal applicability to this case, (Defs.' Resp. Mot. to Compel 8-9), this argument fails to read the entire opinion in context. The Third Circuit unequivocally stated that "plaintiffs are entitled to discovery [on the issue of whether] the releases were part of an illegal scheme." Romero, 344 Fed. Appx. at 793. It then explained that only "after discovery and briefing on these issues," and after any finding that the Releases are invalid, should the Court reach the underlying claims and issues, which would include the applicability of the "part and parcel" theory to ...


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