Ways v. Imation Enterprises Corp.

• Decision Date: 07 July 2003
• Docket Number: No. 31062.,31062.
• Citation: 589 S.E.2d 36,214 W.Va. 305
• Parties: Margaret WAYS, Douglas Brill, William E. Crum, Dael Copeland, Gwendolyn Shells, Edgar Carter and Larry Linton, Individually and as Representatives of the Class, Plaintiffs Below, Appellants v. IMATION ENTERPRISES CORPORATION, Minnesota Mining and Manufacturing Corporation DBA 3M, Charles Osterlien, Barbara Cederberg, K.C. Lum, Larry Doris, Sam Adams, Dean Stickel and Clarence Ruppenthal, Individually and as Agents of 3M/Imation, and Spectratech International, Inc., Defendants Below, Respondents
• Court: West Virginia Supreme Court

589 S.E.2d 36

214 W.Va. 305

Margaret WAYS, Douglas Brill, William E. Crum, Dael Copeland, Gwendolyn Shells, Edgar Carter and Larry Linton, Individually and as Representatives of the Class, Plaintiffs Below, Appellants v. IMATION ENTERPRISES CORPORATION, Minnesota Mining and Manufacturing Corporation DBA 3M, Charles Osterlien, Barbara Cederberg, K.C. Lum, Larry Doris, Sam Adams, Dean Stickel and Clarence Ruppenthal, Individually and as Agents of 3M/Imation, and Spectratech International, Inc., Defendants Below, Respondents

No. 31062.

Supreme Court of Appeals of West Virginia.

Submitted June 11, 2003.

Decided July 7, 2003.

Mark N. Troobnick, Esq., Wright & Sielaty, PC, Lake Ridge, Virginia, Richard G. Gay, Esq., Nathan Cochran, Esq., Law Office of Richard G. Gay, LC, Berkeley Springs, West Virginia, Mark Jenkinson, Esq., Burke, Shultz, Harman & Jenkinson, Martinsburg, West Virginia, Clinton R. Ritter, Esq., Winchester, Virginia, Attorneys for Appellants.

Christopher Robertson, Esq., Jackson & Kelly, Martinsburg, Kathleen M. Mahoney, Esq., David M. Wilk, Esq., Larson-King, LLP, St. Paul, Minnesota, Attorneys for Imation Enterprises Corp., Imation Corp., 3M Company, Charles Oesterlein, Barbara Cederberg, K.C. Lum, Larry Doris & Dean Stickel.

Harry P. Waddell, Esq., Law Offices of Harry P. Waddell, Martinsburg, West Virginia, Attorney for Sam Adams.

Charles F. Printz, Jr., Esq., Bowles Rice McDavid Graff & Love, PLLC, Martinsburg, West Virginia, Attorney for Clarence Ruppenthal.

Sara E. Hauptfuehren, Esq., Rodney L. Bean, Esq., Steptoe & Johnson, Clarksburg, West Virginia, Attorney for Spectratech International, Inc.

PER CURIAM:

The appellants and plaintiffs below, seven former employees of appellees and defendants below, Imation Enterprises Corporation, Imation Corporation, and Minnesota Mining and Manufacturing Company, appeal the June 5, 2002, order of the Circuit Court of Jefferson County that denied the appellants' motion for class certification in their claims for breach of contract and employment discrimination.¹ After careful consideration of the issues, we affirm the circuit court.

I. FACTS

Each of the seven appellants was formerly employed by the Minnesota Mining and Manufacturing Company, which does business as 3M (hereinafter "3M"), at its Middleway plant near Kearneysville in Jefferson County, West Virginia. The Middleway plant, which opened in 1961, manufactured lithographic metal plates² used by commercial printers. The appellants were employed at the plant for periods ranging from 15 to more than 30 years.

Effective July 1, 1996, Appellant Imation Enterprises Corporation (hereinafter "Imation") was formed as a result of the "spin off"³ of certain 3M businesses. Imation owned and operated the Middleway plant from Imation's inception until December 31, 1998, when the plant closed. Prior to the closing, Imation offered its approximately 150 employees⁴ two separate severance plan options—a "voluntary plan," and an "income assistance pay plan." According to the appellees, 72 employees accepted the "voluntary plan," and the remaining 88 employees accepted the "income assistance plan." As a condition of participation in the plan, the employees were required to sign a document titled "General Release Of All Claims—Covenant Not To Sue."⁵ In November 1998, Appellee Spectratech International Inc. agreed to purchase certain Middleway plant assets. Spectratech subsequently reopened the plant with a workforce of 28 employees, all of whom were former employees of Imation.

On March 28, 2000, the appellants filed an action in the Circuit Court of Jefferson County against Imation, 3M, Spectratech, and several former employees of 3M and Imation. The eight appellants are:

Margaret Ways—a female over the age of 40 years who worked at the Middleway plant for a continual period of 24 years and 11 months Douglas Brill—a male over the age of 40 years who worked at the plant for a continual period of 30 years and five months;

William E. Crum—a male over the age of 40 years who worked at the plant for a continual period of 18 years and six months;

Dael Copeland—a male over the age of 40 years who worked at the plant for a continual period of 30 years and one month;

Gwendolyn Shells—an African-American female over the age of 40 years who worked for 3M/Imation for a continual period of 24 years and 9 months;

Edgar Carter—an African-American male over the age of 40 years who worked at the plant for a continual period of 21 years; and

Larry Linton—a male over the age of 40 years who worked at the plant for a continual period of 32 years and two months.

In their complaint, the appellants alleged breach of express and implied oral contracts of continued employment. Essentially, the appellants claimed that the employees at the Middleway plant were promised in a series of meetings with Imation management that if they perfected a new type of lithographic plate, known as a "negative no process plate,"⁶ their jobs were assured and the Middleway plant would continue as an operational unit; the employees perfected the technology; nevertheless, Imation, in collusion with Spectratech, breached its express and implied promises of continued employment by closing the plant. The appellants also alleged race, gender, and age discrimination in violation of the West Virginia Human Rights Act, W.Va.Code §§ 5-11-1, et seq. According to the appellants, Imation engaged in a conspiracy with Spectratech to deny employment offers to the appellants because of their race, sex, and age. The appellants alleged that none of the approximately 17 African-Americans employed by Imation were hired by Spectratech, only three of approximately 47 women were hired, and fewer older workers were hired in comparison to the younger white males who were hired.⁷

By motion dated November 5, 2001, the appellants moved the circuit court to certify their action against the appellees as a class action. According to the appellants, "[t]he overarching class action claims that potentially involve approximately 150 people are Plaintiffs' breach of contract claims, and retaliatory action claims. Subclasses within the overall class are based upon Plaintiff employees' discrimination in employment practices claims based on race, gender, and age." The appellants excluded from the proposed class former employees of Imation who were named as defendants in their complaint. The circuit court denied the motion for class certification by order of June 5, 2002, after it determined that the appellants failed to meet the requirements of Rule 23 of the West Virginia Rules of Civil Procedure.

II. STANDARD OF REVIEW

This Court has held that "[w]hether the requisites for a class action exist rests within the sound discretion of the trial court." Syllabus Point 5, Mitchem v. Melton, 167 W.Va. 21, 277 S.E.2d 895 (1981). Accordingly, "[t]his Court will review a circuit court's order granting or denying a motion for class certification pursuant to Rule 23 of the West Virginia Rules of Civil Procedure [1998] under an abuse of discretion standard." Syllabus Point 1, In Re: West Virginia Rezulin Litigation, 214 W.Va. 52, 585 S.E.2d 52 (2003).

III. DISCUSSION

As a preliminary matter, we note that the appellants spend a substantial portion of their brief challenging the legality of the releases signed by the employees of Imation pursuant to obtaining severance benefits. The appellants argue that the releases are unconscionable, and that the circuit court erred in ruling that the releases bar class certification of the appellants' claims. Significantly, however, the circuit court has not yet determined the validity of the releases. Our law is clear that "[t]his Court will not pass on a nonjurisdictional question which has not been decided by the trial court in the first instance." Syllabus Point 2, Sands v. Security Trust Company, 143 W.Va. 522, 102 S.E.2d 733 (1958). Because the circuit court has not decided the question of the validity of the releases, we decline to consider the matter.

This leaves us with the sole issue of whether the circuit court abused its discretion in determining that the appellants fail to meet the requirements for class certification listed in Rule 23 of the West Virginia Rules of Civil Procedure. According to Rule 23, in part:

(a) Prerequisites to a class action. —

One or more members of a class may sue or be sued as representative parties on behalf of all only if (1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common to the class, (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class.

(b) Class actions maintainable. — An action may be maintained as a class action if the prerequisites of subdivision (a) are satisfied, and in addition:

(1) The prosecution of separate actions by or against individual members of the class would create a risk of

(A) Inconsistent or varying adjudications with respect to individual members of the class which would establish incompatible standards of conduct for the party opposing the class, or

(B) Adjudications with respect to individual members of the class which would as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests; or

(2) The party opposing the class has acted or refused to act on grounds generally applicable to the class, thereby making appropriate final injunctive relieve [sic] or corresponding declaratory relief with respect to the class as a whole; or

(3) The court finds that the questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for

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