Williams v. Bob Evans Rests., LLC, 2:18-cv-01353

• Decision Date: 13 August 2020
• Docket Number: 2:18-cv-01353
• Parties: TIFFANY WILLIAMS ET AL., Plaintiffs, v. BOB EVANS RESTAURANTS, LLC ET AL., Defendants.
• Court: U.S. District Court — Western District of Pennsylvania

TIFFANY WILLIAMS ET AL., Plaintiffs, v. BOB EVANS RESTAURANTS, LLC ET AL., Defendants.

2:18-cv-01353

UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA

August 13, 2020

OPINION

Mark R. Hornak, Chief United States District Judge

In this consolidated action, the Plaintiffs, fifteen (15) "tipped employees" who worked at Bob Evans-branded restaurants, on behalf of themselves and several proposed classes, allege twenty (20) wage and hour claims against the Defendants under federal and state law. Now before the Court are the Defendants' Motions to Dismiss for Failure to State a Claim.

I. BACKGROUND

This action was comprised of three (3) now-consolidated lawsuits brought by various Plaintiffs against three (3) corporate Defendants associated in one way or another with the Bob Evans restaurant chain. (See ECF No. 128.) After the Court's most recent Order consolidating the cases, the Plaintiffs filed a Second Amended Consolidated Master Complaint ("SACMC"), asserting twenty (20) causes of action under federal and state law. (ECF No. 130.) Those causes of action embrace minimum wage, tip credit notification, and overtime violations under: (1) the Fair Labor Standards Act ("FLSA") (Counts I, II, III, and IV); (2) Ohio law (Counts V and VI); (3) Pennsylvania law (Counts VII, VIII, and IX); (4) West Virginia law (Counts X and XI); (5) Maryland law (Counts XII and XIII); (6) Michigan law (Count XIV); (7) Illinois law (Counts XV, XVI, and XVII); and (8) New York Law (Counts XVIII, XIX, and XX). (Id.) The Plaintiffs also filed a Motion for Conditional Certification, Approval of Proposed Notice Procedure and Equitable Tolling. (ECF No. 141.)

The Defendants have filed two (2) Motions to Dismiss under Rule 12(b)(6). The first Motion was filed solely by Defendant Bob Evans Farms, Inc. ("BEF Inc.") and seeks dismissal of all claims as to it. (ECF No. 138.) The second Motion was filed by BEF Inc., Bob Evans Farms LLC ("BEF LLC"), and Bob Evans Restaurants LLC ("BER") (collectively "the Defendants"). (ECF No. 139.) The latter Motion is a partial Motion to Dismiss the majority of the Plaintiffs claims, namely dismissal of Counts I, II, III, IV, V, VI, VII, VIII, IX, X, XII (partially), XIV, XV, and XVI. (Id. at 1.)

II. LEGAL STANDARD

a. Rule 12(b)(6)

Rule 12(b)(6) allows dismissal for "failure to state a claim upon which relief can be granted." Fed. R. Civ. P. 12(b)(6). A complaint must "state a claim to relief that is plausible on its face" by providing facts which "permit the court to infer more than the mere possibility of misconduct." Ashcroft v. Iqbal, 556 U.S. 662, 678-79 (2009). When determining whether dismissal is appropriate, the Court must: "(1) identify[ ] the elements of the claim, (2) review[ ] the complaint to strike conclusory allegations, and then (3) look[ ] at the well-pleaded components of the complaint and evaluat[e] whether all of the elements identified in part one of the inquiry are sufficiently alleged." Malleus v. George, 641 F.3d 560, 563 (3d Cir. 2011). The Court should "accept all factual allegations as true, construe the complaint in the light most favorable to the plaintiff, and determine whether, under any reasonable reading of the complaint, the plaintiff may be entitled to relief." Blanyar v. Genova Prods. Inc., 861 F.3d 426, 431 (3d Cir. 2017). "A Rule12(b)(6) motion should be granted when it appears to a certainty that no relief can be granted under any set of facts which could be proved." Nichole Med. Equip. & Supply, Inc. v. TriCenturion, Inc., 694 F.3d 340, 350 (3d Cir. 2012). Further, the Court will disregard legal conclusions and bare recitals of the elements of a cause of action that are supported by mere conclusory statements. Davis v. Wells Fargo, 824 F.3d 333, 341 (3d Cir. 2016).

b. Case Management

Before the Court are the aforementioned Motions to Dismiss as well as the Plaintiffs' Motion for Conditional Certification. Accordingly, the Court must also determine in what order to address these Motions. The Defendants, in their Response to the Plaintiffs' Motion for Conditional Certification, argue that the Court should address their dispositive Motions prior to the Plaintiffs' Motion. (ECF No. 145, at 11.) The Plaintiffs did not address this question in their Motion for Certification or their Reply to the Defendants.

The Court agrees with the Defendants, and with other courts from this Circuit, that it should resolve the Motions to Dismiss first, as those decisions will affect the scope of any conditional class certification that might otherwise be appropriate. See, e.g., Babcock v. Butler Cnty., No. 12CV394, 2014 WL 688122, at *3 (W.D. Pa. Feb. 21, 2014), aff'd, 806 F.3d 153 (3d Cir. 2015) ("this Court finds that deciding the Motion to Dismiss prior to the Motion for Conditional Class Certification is both judicially fair and efficient."); Morrow v. Cnty. of Montgomery, Pa., No. CIV.A. 13-1032, 2014 WL 348625, at *6 (E.D. Pa. Jan. 31, 2014) (granting defendant's motion to dismiss as to one count prior to ruling on plaintiffs motion for conditional class certification); Reilly v. Ne. Revenue Servs., LLC, No. 3:12-CV-02312, 2013 WL 3974181, at *1 (M.D. Pa. Aug. 1, 2013) ("based on the alleged facts, it is appropriate, fair, and judicially efficient to address the material issue raised by the motion to dismiss (whether the refuse fee is a debt under the FDCPA)prior to addressing class certification"). See also McReynolds v. Merrill Lynch & Co., 694 F.3d 873, 879 (7th Cir. 2012) ("a motion to dismiss for failure to state a claim tests the sufficiency of the complaint, and although a Rule 12(b)(6) dismissal operates as a final decision on the merits if leave to replead is not granted, it is sometimes appropriate to decide a Rule 12(b)(6) motion ahead of class certification."). The Court will therefore resolve the Defendants' Motions to Dismiss, and will, with one exception, grant the Plaintiffs leave to file a Third Amended Consolidated Master Complaint as to any dismissed claims, all on the terms set out in this Opinion.

III. DISCUSSION

The Court will begin by addressing the Motion to Dismiss at ECF No. 138, which is brought solely by Defendant BEF Inc. ("BEF Inc. Motion"). The Court will then address the Motion to Dismiss at ECF No. 139 ("All Defendants Motion").

a. BEF Inc. Motion

The FLSA requires that the Defendants be the Plaintiffs' "employer" in order to be subject to the law's restrictions, and a court's inquiry often begins with that threshold question. Thompson v. Real Estate Mortg. Network, 748 F.3d 142, 148 (3d Cir. 2014). The BEF Inc. Motion seeks the dismissal of all counts as to Defendant BEF Inc because it alleges that it was not the Plaintiffs' employer in any sense relevant under the FLSA, and importantly at this stage, was not sufficiently alleged to be so. (ECF No. 138, at 9-10.) Therefore, it argues it is not liable under the FLSA and similar state law causes of action.

i. The Parties' Arguments

BEF Inc. concedes that at all relevant times it has been the parent corporation of BEF LLC, but notes that BEF LLC managed and operated the restaurants that employed the Plaintiffs. (Id. at 11.) Such was the case, they argue, until BER, a wholly owned subsidiary of a separate privateequity firm, acquired all of the restaurant business on April 28, 2017. (Id.) BEF Inc. and BEF LLC are now allegedly in the exclusive business of selling refrigerated food products. (Id.) BEF Inc. notes that the SACMC solely alleges that the Plaintiffs either worked for "Bob Evans" or "Defendants," not that they were specifically employed by BEF Inc. (Id. at 12.) It further notes that three (3) named Plaintiffs worked at Bob Evans restaurants entirely and only after the April 2017 sale of the restaurant business to BER, which they argue means those Plaintiffs could have only been employees of BER. (Id. at 12-13.)

BEF Inc. also says it is not a "single enterprise" or "joint employer" with BEF LLC or BER such that liability under the FLSA would attach, as the Plaintiffs claim. (Id. at 15.) They argue that the Plaintiffs' characterization of all three Defendants is "monolithic" and ignores that they are three distinct corporate entities. (ECF No. 152, at 5.) BEF Inc. also takes issue with the fact that the Plaintiffs refer to the Defendants collectively throughout the SACMC, and go on to say that this failure to differentiate is reason enough to dismiss the claims as to BEF Inc. (Id. at 6.)

Plaintiffs respond that BEF Inc.'s Motion is essentially making pre-discovery, fact-based arguments, and that Plaintiffs nonetheless have sufficiently alleged that BEF Inc. was their employer and/or joint employer. (ECF No. 147, at 1.) For purposes of the FLSA standard for "employer" under the Third Circuit's Enterprise test, the Plaintiffs go on to cite several portions of their SACMC where they allege that the Defendants (cumulatively and thus inclusive of BEF Inc.) had the power to hire/fire the Plaintiffs, controlled the conditions of employment, determined the rate and method of pay, and maintained employment records. (Id. at 4-7.) Therefore, the Plaintiffs argue that they are entitled to discovery on these issues. On the "joint employer" standard, the Plaintiffs again point to several paragraphs of the SACMC that, they argue, sufficiently plead the elements for a joint employer under the Enterprise test. (Id. at 9.)

ii. Analysis

The Plaintiffs pleaded that the Defendants collectively are a "single enterprise" and/or a "single and joint employer" under the FLSA. (SACMC, ECF No. 130, ¶ 124-26.). Defendants argue that the test for "single enterprise" and "single employer" theories are the same. (ECF No. 138, at 9 (citing Katz v. DNC Servs. Corp., No. 16-5800, 2019 U.S. Dist. LEXIS 167647, at *19-20 (E.D. Pa. Sep. 27, 2019).) In their Response in Opposition to the BEF Inc. Motion, the Plaintiffs do not rebut this argument and contend instead that they sufficiently pleaded that BEF Inc. is an "employe...