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Lyles v. CSRA, Inc.

United States District Court, D. Maryland, Southern Division

December 4, 2018

PATRICIA J. LYLES, Plaintiff,
v.
CSRA INC., ET AL., Defendants.

          MEMORANDUM OPINION

          GEORGE J. HAZEL, UNITED STATES DISTRICT JUDGE

         Plaintiff Patricia Lyles brings this Title VII action against Defendants CSRA, Inc., General Dynamics Corporation (GD), and General Dynamics Information Technology, Inc. (GDIT) alleging that she was discriminated against on the basis of race and gender and was the subject of unlawful retaliation while employed by Defendant CSRA in violation of Title VII of the Civil Rights Act of 1964, as codified, 42 U.S.C. §§ 2000e to 2000e-17 (“Title VII”). ECF No. 1. After Plaintiff filed two charges of discrimination against CSRA with the Equal Employment Opportunity Commission (EEOC), GD purchased CSRA and tasked its wholly-owned subsidiary GDIT with continuing CSRA's operations. ECF No. 1 ¶ 3. Defendants GD and GDIT have moved to dismiss pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6) or in the alternative for summary judgment. ECF No. 13. Plaintiff responded in opposition, ECF No. 15, and Defendants replied, ECF No. 17. No. hearing is necessary. See Local Rule 105.6 (D. Md. 2016). The Court construes Defendants' motion, in part, as a motion to dismiss for lack of subject-matter jurisdiction under Rule 12(b)(1) and, in part, as a motion for summary judgment under Rule 56. For the following reasons, Defendants' motion will be granted.

         I. BACKGROUND[1]

         Defendant CSRA employed Plaintiff from August 11, 1986 until she was fired on May 17, 2016. ECF No. 1 ¶¶ 3, 10. Plaintiff alleges that CSRA's treatment of her and her team-a group of mostly African-American women-in the lead up to her firing and her ultimate termination constituted unlawful gender- and race-based discrimination and retaliation in violation of Title VII. ECF No. 1 at 1.[2] In May 2016, Plaintiff filed an EEOC Charge of Discrimination against CSRA alleging race and gender discrimination. ECF No. 1 ¶ 6. On July 25, 2016, Plaintiff filed a second Charge against CSRA alleging that CSRA had retaliated against her. Id. The EEOC was unable to conclude that CSRA violated Plaintiff's rights and issued a Dismissal and Notice of Rights for Charge on January 9, 2018. ECF No. 1 ¶ 7.

         On April 3, 2018, Defendant GD acquired CSRA for $9.7 billion. ECF No. 1 at ¶ 3. GD tasked its wholly-owned subsidiary GDIT with continuing CSRA's operations with substantially the same employees and a combined leadership team. Id.; see also ECF No. 15-6 at 4 (email from CSRA President telling employees that through the merger they would “have even more opportunity to grow” their careers). GDIT's new leadership team consists of seven GD holdovers and five CSRA executives, including former CSRA executive Leigh Palmer, ECF No. 15-3 at 1, who Plaintiff alleges oversaw her business unit while another CSRA employee ratcheted up his harassment of Plaintiff and her team, ECF No. 1 at 11. GD, GDIT, and CSRA have different tax identification numbers and charters, ECF No. 13-2 ¶ 8, and separate corporate boards, id. However, in a press release, GD described the acquisition this way: “CSRA is now part of General Dynamics Information Technology.” ECF No. 10 ¶ 55. GDIT's SEC filings also indicate that CSRA was folded into GD and GDIT as part of the merger. ECF No. 15-5 at 4, 7, 11. And on the date of the merger, CSRA delisted its stock in the New York Stock Exchange. ECF No. 15-5 at 5.

         In the lead up to the merger, GD engaged in a lengthy due diligence process. See ECF Nos. 15-5 at 28-29. As part of the merger, CSRA's Articles of Incorporation, including articles regarding indemnification and insurance to protect employees and agents against liability, were amended. ECF No. 15-6 at 12, 15, 34.

         On April 6, 2018, three days after the merger and two years after Plaintiff's separation from CSRA, Plaintiff filed her Complaint. ECF No. 1. Despite the acquisition, CSRA remains a solvent company, and it has sufficient funds to pay a judgment in excess of the amount set forth in Plaintiff's Complaint. ECF No. 13-3 ¶¶ 7, 8.

         II. STANDARDS OF REVIEW

         Defendants move to dismiss the Complaint pursuant to Rule 12(b)(1) of the Federal Rules of Civil Procedure, asserting that the Court lacks subject-matter jurisdiction. When a defendant challenges subject matter jurisdiction pursuant to Rule 12(b)(1), “the district court is to regard the pleadings as mere evidence on the issue, and may consider evidence outside the pleadings without converting the proceeding to one for summary judgment.” Evans v. B.F. Perkins Co., 166 F.3d 642, 647 (4th Cir. 1999).

         Defendants also move to dismiss the Plaintiff's claims under Federal Rule of Civil Procedure 12(b)(6), which calls for dismissal where a complaint does not 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 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). If the Court considers matter outside the pleadings when deciding Defendants' 12(b)(6) motion, the Court must treat a motion to dismiss as one for summary judgment. Jakubiak v. Perry, 101 F.3d 23, 24 & n. 1 (4th Cir. 1996). When the Court treats a motion to dismiss as a motion for summary judgment, “[a]ll parties must be given a reasonable opportunity to present all the material that is pertinent to the motion.” Id. It is obvious that when the moving party styles its motion as a “Motion to Dismiss or, in the Alternative, Motion for Summary Judgment, ” as is the case here, and the nonmoving party attaches exhibits to its opposition, the nonmoving party is aware that materials outside the pleadings are before the court, and the Court can treat the motion as one for summary judgment. See Laughlin v. Metropolitan Wash. Airports Auth., 149 F.2d 253, 260-61 (4th Cir.1998). Further, a court is not prohibited from granting a motion for summary judgment before the commencement of discovery. See Fed. R. Civ. P. 56(a) (stating that the court “shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact” without distinguishing pre- or post-discovery). However, summary judgment should not be granted if the nonmoving party has not had the opportunity to discover information that is essential to his opposition to the motion. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250 n. 5 (1987). If the nonmoving party feels that the motion is premature, that party can invoke Federal Rule of Civil Procedure 56(d). See Celotex Corp. v. Catrett, 477 U.S. 317, 326 (1986). Under Rule 56(d), a court may deny a motion for summary judgment if the nonmovant shows through an affidavit that, for specified reasons, he cannot properly present facts, currently unavailable to him, that are essential to justify an opposition. Here, the nonmovant has not filed an affidavit under 56(d).

         Summary judgment is proper only when there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law. Meson v. GATX Tech. Servs. Corp., 507 F.3d 803, 806 (4th Cir. 2007); see also Fed. R. Civ. P. 56(a). The moving party bears the burden of demonstrating that no genuine dispute exists regarding material facts. Pulliam Inv. Co. v. Cameo Props., 810 F.2d 1282, 1286 (4th Cir.1987).

         III. DISCUSSION

         A. Successor Jurisdiction - 12(b)(1) Motion

         Before determining whether there are genuine issues of material fact regarding successor liability, the Court first must determine whether the Complaint alleges sufficient jurisdictional facts given that Defendants GD and GDIT never employed Plaintiff and were therefore not named in Plaintiff's EEOC charges. “A federal court has jurisdiction over a Title VII claim against a defendant-employer” who is a successor corporation “not named in an administrative charge of discrimination” where “the theory of liability rests on the actions of a different employer who was named in the charge of discrimination, and the defendant-employer had notice of the charge and an opportunity to voluntarily comply prior to the plaintiff bringing the claim in court.” EEOC v. Phase 2 Investments Inc., 310 F.Supp.3d 550, 564 (D. Md. 2018) (emphasis in original). Because “Congress evinced a clear desire that employers would be given an opportunity to voluntarily comply with Title VII and settle disputes through ...


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