United States District Court, D. Maryland, Southern Division
PATRICIA J. LYLES, Plaintiff,
CSRA INC., ET AL., Defendants.
J. HAZEL, UNITED STATES DISTRICT JUDGE
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.
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
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
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.
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.
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.
STANDARDS OF REVIEW
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).
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).
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).
Successor Jurisdiction - 12(b)(1) Motion
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