Ryan v. Greif, Inc.
| Docket Number | Civil Action 22-cv-40089-MRG |
| Decision Date | 21 December 2023 |
| Parties | RYAN et al., Plaintiffs, v. GREIF, INC., et al., Defendants. |
| Court | U.S. District Court — District of Massachusetts |
MEMORANDUM AND ORDER REGARDING REPORT AND RECOMMENDATION ON DEFENDANTS' MOTION TO DISMISS
Plaintiffs Thomas Ryan, Susan Ryan, Sean Gallagher, Ashley Sultan Gallagher, Michele Burt, Christopher Cerasuolo, Nancy Donovan, and Lauren Ladue (collectively “Plaintiffs”) brought suit as a putative class[1]against Defendants Greif, Inc., Caraustar Industries, Inc., The Newark Group, Inc., Massachusetts Natural Fertilizer Co., Inc., Otter Farm, Inc., Seaman Paper Company of Massachusetts, Inc., and 3M Company (collectively “Defendants”) alleging Defendants discharged and distributed so-called “forever” chemical substances which contaminated their groundwater wells.
Defendants timely filed five motions to dismiss: (i) Otter Farm, Inc. (“Otter Farm”) and Seaman Paper Company of Massachusetts, Inc. (“Seaman Paper”) move to dismiss for failure to state a claim, [Dkt. No. 91]; (ii) Massachusetts Natural Fertilizer Co., Inc. (“MassNatural”) moves to dismiss for failure to state a claim, [Dkt. No. 94]; (iii) Caraustar Industries Inc. (“Caraustar”) and Greif, Inc. (“Greif”) move to dismiss for lack of personal jurisdiction, [Dkt. No. 95] and (iv) with the Newark Group, Inc. (“Newark”) move to dismiss for failure to state a claim, [Dkt. No. 98]; and (v) 3M Company (“3M”) moves to dismiss for failure to state a claim. [Dkt. No. 100]. Plaintiffs filed three separate oppositions to these five motions. [Dkt. Nos. 107, 108, 109]. This Court granted Defendants' motion to file a joint reply brief.[2] [Dkt. Nos. 111, 113]. Additional reply briefs were submitted by Caraustar and Greif in support of their motion to dismiss for lack of personal jurisdiction, [Dkt. No. 131], and by 3M in support of its motion to dismiss for failure to state a claim. [Dkt. No. 124].
On May 17, 2023, this Court referred the five motions to Magistrate Judge David H. Hennessy for a report and recommendation (“R&R”), [Dkt. No. 112]. On September 1, 2023, Judge Hennessy issued an R&R on the motions, [Dkt. No. 159]. Judge Hennessy recommended the following:
All parties timely filed objections to the R&R, [Dkt. Nos. 160, 161, 162, 163, 164]. Additionally, the parties replied to each other's objections, [Dkt. Nos. 169, 170, 174, 175, 176, 177]. Finally, Plaintiffs filed a Notice of Supplemental Authority, [Dkt. No. 179], to which 3M filed a response, [Dkt. No. 180].
It is not necessary to recite the facts underlying this complaint. They were laid out in detail in Judge Hennessy's meticulous R&R. Similarly, it is not necessary for the Court to restate Judge Hennessy's well-reasoned analysis where the Court agrees with the R&R. The objections filed by the parties to the R&R merely repeat, in substantial degree, arguments that were carefully considered and properly rejected by Judge Hennessy; however, the Court will address the objections, where appropriate.
For the reasons set forth below, upon de novo review, the Court will adopt Judge Hennessy's R&R, in part. The Court will identify several areas where it adds further analysis and addresses Defendants' objections. Additionally, there are some sections where the Court declines to adopt Judge Hennessy's full analysis because the issue in question can be resolved on a preliminary prong. Overall, the Court comes to many of the same conclusions on the motions as Judge Hennessy, albeit with some amendments to his reasoning. Accordingly, the Court rules as follows:
I. Legal Standard
When a District Court refers a dispositive motion to a Magistrate Judge for recommended disposition, it must “determine de novo any part of the magistrate judge's disposition that has been properly objected to.” Fed.R.Civ.P. 72(b)(3). ‘“[A party is] not entitled to a de novo review of an argument never raised' before the magistrate judge.” Mills v. Turner, No. 15-13267-MLW, 2017 U.S. Dist. LEXIS 136887, at *3 (D. Mass. Aug. 25, 2017) (quoting Borden v. Sec'y of Health & Human Servs., 836 F.2d 4, 6 (1st Cir. 1987). “Parties must take before the magistrate, ‘not only their best shot but all of their shots.”' Id. (internal citation omitted)
To survive a motion to dismiss, the complaint “must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. Although “[w]e accept as true the complaint's well-pleaded factual allegations and draw all reasonable inferences in favor of the non-moving party, we do not credit conclusory legal allegations [or] factual allegations that are too meager, vague, or conclusory to remove the possibility of relief from the realm of mere conjecture.” Douglas v. Hirshon, 63 F.4th 49, 55 (1st Cir. 2023) (internal quotation marks and citations omitted). “In evaluating the plausibility of a claim, it is helpful to examine the claim against the background of the elements of a prima facie case for liability.” Higgins v. Huhtamaki, Inc. (“Higgins I”), No. 1:21-cv-00369-NT, 2022 U.S. Dist. LEXIS 111062, *12 (D. Me. June 23, 2022). But “[i]t is not necessary to plead facts sufficient to establish a prima facie case at the pleading stage.” Germanowski v. Harris, 854 F.3d 68, 72 (1st Cir. 2017).
II. Background
The Court adopts Judge Hennessy's statement of the facts, Plaintiffs' harm, and class descriptions in this case. [See R&R, pp. 2-11]. The Court turns now to the legal analysis of the claims in dispute and considers the parties' objections to the R&R.
III. Analysis
Judge Hennessy recommended granting Grief and Caraustar's motion to dismiss for lack of personal jurisdiction. The Court accepts and adopts that recommendation. Although Judge Hennessy found that Plaintiffs sufficiently allege a casual nexus between the Fitchburg Mill (“the Mill”) and the contamination of their drinking water, on the “relatedness” prong of the personal jurisdiction analysis, he concluded that Plaintiffs failed to allege facts sufficient to show Greif's or Caraustar's direct control over operations at the Mill. Therefore, Judge Hennessy ruled that Plaintiffs have failed to show “relatedness,” between the contamination of drinking water and either Greif's or Caraustar's operation of the Mill and have thus failed to show that an exercise of specific jurisdiction is warranted.
Applying - as Judge Hennessy did - theprimafacia method,[3]Plaintiff's evidence, taken at face value, does not suffice to show all facts essential to personal jurisdiction over Greif and Caraustar. See Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016). Critical to this analysis is that Plaintiffs have failed to proffer clear evidence that would overcome the “longstanding common-law presumption that a separately incorporated subsidiary is institutionally independent of its parent and that jurisdiction cannot therefore be asserted over a parent based solely on the conduct of the subsidiary.” In re Lupron Mktg. & Sales Pracs. Litig., 245 F.Supp.2d 280, 291 (D. Mass. 2003) (citing Cannon Mfg. Co. v. Cudahy Packing Co., 267 U.S. 333, 336 (1925)). As Judge Hennessy noted:
To overcome the presumption of corporate separateness and supportably show Greif's operation of the Mill, Plaintiffs allege “Greif referred to the Fitchburg Mill as one of its own on its website, advertised employment opportunities at the Fitchburg Mill, provided welcome handbooks to new employees bearing the Greif logo, and installed signage inside and outside the Fitchburg Mill that said ‘Greif[.]'” [Dkt. No. 107, p. 18]. Plaintiffs add that Defendants (presumably Greif) “advertise for jobs and solicit and hire employees to work in their own ‘Greif Fitchburg Mill.'” [Id., p. 14]. Finally, Plaintiffs point to the fact that managers and employees at the Fitchburg Mill identify their employer as Greif, some Greif executives also serve as Caraustar executives, and the Mill General Manager uses both “@caraustar.com” and “@grief.com” email addresses. [Id. pp. 14-15, 18; Exs. 10616 to 106-28].
[R&R, p. 17]. These allegations constitute badges of ownership that illustrate the corporate relationship between Greif and its subsidiaries, but they are not sufficient to demonstrate the level of control over the Mill that would be required to overcome the presumption of corporate separateness to exercise personal jurisdiction over Greif and Caraustar.
Judge Hennessy relied in part on an affidavit of Gary R. Martz Secretary of Greif, Inc. since 2002, [Dkt. No. 96-11], where Martz avers that...
To continue reading
Request your trial