Amos v. PPG Indus., Inc.
| Decision Date | 16 August 2019 |
| Docket Number | Case No. 2:05-cv-70 |
| Parties | Patricia L. Amos, et al., on behalf of themselves and others similarly situated, Plaintiffs, v. PPG Industries, Inc., et al., Defendants. |
| Court | U.S. District Court — Southern District of Ohio |
Class Action
Patricia L. Amos, Sally Jones, George Owens, Terry Taylor, John Foster, Alex Olszyk, John W. Zuzik, Arthur Ramos, Robert Ratleff, Richard Ross, Virginia Bakeman, William Brison, Mark B. Bryan, Shirley M. Bryan, Richard Fischer, Lindsay T. Granger, and John P. Detty ("Plaintiffs") and PPG Industries, Inc., PPG Industries Ohio, Inc., PPG Retirement Plans, and Does 1 Through 20 ("PPG" or "Defendants") have entered into a settlement agreement to resolve this class action lawsuit. This Court preliminarily approved the settlement on February 4, 2019. (ECF No. 413). Notice was thereafter given to the class. (ECF No. 416). On April 29, 2019, Plaintiffs filed an unopposed motion for attorneys' fees, costs, and expenses in the amount of $2,350,000.00. (ECF No. 415). On June 3, 2019, Plaintiffs filed their Motion for Final Approval of the Settlement Agreement (ECF No. 411-1) and Plan of Allocation (ECF No. 414-01). (ECF No. 418).1 On May 31, 2019, PPG filed a brief in support of the settlement. (ECF No. 417). The Fairness Hearing held on June 11, 2019, was referred to the Undersigned to preside over and issue a Report and Recommendation.
Based on Plaintiffs' motion for final approval, their motion for attorneys' fees, costs, and expenses, and the evidence presented at the fairness hearing, it is RECOMMENDED that the Court GRANT final approval of the Settlement Agreement and Plan of Allocation, award attorney's fees, costs, and expenses in the amount of $2,350,000.00, and enter final judgment in this case.
On January 21, 2005, Plaintiffs sued PPG under the Labor Management Relations Act ("LMRA"), 29 U.S.C. § 185(a), and the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. §§ 1132(a)(1)(B) and (a)(3). (ECF No. 1). Plaintiffs amended their complaint several times, primarily to include or omit named plaintiffs and defendants, and the operative version—the Supplemental Seventh Amended Complaint—was filed on April 19, 2017. (ECF No. 375).
Plaintiffs bring claims on behalf of themselves and a class of retirees (and their spouses, surviving spouses, and dependents) from thirteen PPG facilities2 who had been represented as employees by five labor unions3 and who receive PPG medical benefits in retirement. Id. at ¶¶ 29-30. Plaintiffs allege that PPG unilaterally reduced and/or modified retiree medical benefits and shifted costs onto the retirees starting in 2001, and continued to further reduce benefits andimpose higher premium costs since then. Id. at ¶¶ 35-37. Plaintiffs further allege that on January 1, 2017, PPG eliminated its ERISA governed health plan for Medicare-eligible retirees, replacing it with a Health Reimbursement Arrangement ("HRA") through which it contributed $125 a month for retirees to use to purchase individual coverage. Id. at ¶¶ 38-39. In doing so, Plaintiffs claim, PPG violated a series of collective bargaining agreements ("CBAs") that allegedly granted them vested medical benefits throughout retirement. Id. at ¶¶ 31-32, 40.
PPG denies that the retirees' benefits vested and denies that it breached the CBAs by implementing the changes because the underlying CBAs had expired. See, e.g., (ECF No. 296). Moreover, PPG asserts that some of the underlying CBAs contained Reservation of Rights ("ROR") provisions that expressly allowed PPG to modify, amend, or terminate benefits at any time. See, e.g., id. at 26.
Soon after the initial filing in 2005, the Court stayed this case while three unions—the Chemical Workers, Steelworkers, and Machinists—pursued pre-existing lawsuits filed against PPG in federal court in Pennsylvania four years earlier, in 2001 (the "Pennsylvania Litigation"). Like Plaintiffs, these unions alleged that retiree benefits were vested and sought an order compelling PPG to arbitrate the dispute under the arbitration provisions of the CBAs. The district court in the Pennsylvania Litigation ruled for PPG, holding that the dispute was not arbitrable under the expired CBAs and that the retirees' benefits had not vested. The Third Circuit affirmed on May 17, 2007. International Chemical Workers v. PPG Industries, Inc., 236 F. App'x 789 (3d Cir. 2007).
Thereafter, on July 14, 2009, this Court granted summary judgment in favor of PPG, on the grounds Plaintiffs' claims were barred by collateral estoppel. (ECF No. 81). Plaintiffs appealed, and the Sixth Circuit reversed and remanded the case on November 1, 2012. Amos v. PPG Industries, Inc., 699 F.3d 448 (6th Cir. 2012). The case was then stayed pending thedisposition of PPG's petition for certiorari to the Supreme Court, (ECF No. 117), and when it was denied, the stay was lifted on May 30, 2013. (ECF No. 125).
On October 31, 2014, this Court bifurcated proceedings between liability and damages. (ECF No. 224). Fact discovery concluded on February 8, 2017. (ECF No. 360); Declaration of Joel R. Hurt in support of Plaintiffs' motion for preliminary approval of the settlement (ECF No. 411-8 at ¶ 3).
On May 9, 2017, Plaintiffs moved for class certification. (ECF No. 378). Plaintiffs George Owens and Robert Ratleff, retirees from PPG's Delaware, Ohio facility, also filed a motion for certification of a subclass of retirees (the "Delaware Subclass"), based on the unique claim that, while the expired CBAs provided vested benefits, PPG was also in violation of the Delaware CBAs in effect from 2001 to the present, which also provided the subclass with a guarantee of benefits. (ECF No. 379). PPG opposed both motions. (ECF No. 383); (ECF No. 385).
On January 5, 2018, the Court granted both class certification motions. (ECF No. 393). It certified a "General Class" of past, present, and future retirees (as well as their spouses, surviving spouses, and eligible dependents) from the thirteen PPG facilities, see (ECF No. 393 at 9-10), as well as a "Delaware Subclass." (ECF No. 393 at 27).
On March 6, 2018, Plaintiffs Owens and Ratleff filed a summary judgment motion on behalf of the Delaware Subclass under the claim unique to that group (ECF No. 398), PPG filed a motion for summary judgment as to the claims of all class members (ECF No. 399), and Plaintiffs, on behalf of the General Class, also moved for summary judgment. (ECF No. 401).The parties filed their respective responses on April 3, 2018. (ECF No. 403); (ECF No. 404); (ECF No. 405); (ECF No. 406).
Thereafter, pursuant to the Court's class certification order, (ECF No. 393 at 33-34), the parties mediated with Magistrate Judge Chelsey M. Vascura on April 18, 2018 in Columbus, Ohio. That mediation ultimately led to the settlement reached here.4 Hurt Decl. ¶ 4 (ECF No. 411-8). With Magistrate Judge Vascura's assistance over the next two months, the parties reached a compromise and executed an agreement in principle on June 19, 2018. Id. See (ECF No. 407); (ECF No. 408). The parties spent the next several months working out the final Settlement Agreement. Hurt Decl. ¶ 4 (ECF No. 411-8).
The key terms of the parties' agreement to settle this matter are summarized as follows.
The "General Class" is defined in the Settlement Agreement as follows:
"Delaware Subclass" means the following:
Members of the general class who are retirees, spouses, surviving spouses and eligible dependents of persons who were employed by PPG at its Delaware, Ohio facility and retired on or after February 16, 1986 but before February 3, 2014, who were represented by the UAW during their employment, and who are eligible for retiree health coverage under the terms of collectively bargained agreements and provisions between UAW and PPG. In addition, the Subclass includes, when eligible for retiree health coverage under the terms of collectively...
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