the Action One Complaint who the "Plan Administrators" are, the conduct of the litigation indicates that the term refers to the Trustees. The Trustees became immediately involved with the litigation and answered the Action One Complaint as the party "sued . . . as 'Cement and Concrete Workers District Council Pension Fund and Welfare Fund.'" Action One Answer at 1. Furthermore, the Trustees opposed Plaintiff's motion for summary judgment in Action One, which involved issues of allegedly improper actions taken by the Trustees. See e.g., Pl.'s Action One Mem. at 7 (setting forth standards judging breach of fiduciary duties of "pension fund trustees") (emphasis added). The Trustees also cross-moved for summary judgment. Finally, the March 21 Order denied Plaintiff's motion for summary judgment because "Plaintiff . . . failed to offer any support for his argument that the trustees have acted towards him in any arbitrary or capricious manner, that they have treated him differently from others similarly situated, or that he has been the target of some form of punishment by the trustees of the plan." March 21 Order at 5.
While the Trustees were not literally named as Defendants in Action One, "literal privity" need not exist. Alpert's Newspaper Delivery, Inc. v. the New York Times Co., 876 F.2d 266, 270 (2d Cir. 1989). "The issue is one of substance rather than the names in the caption of the case; [and] the inquiry is not limited to a traditional privity analysis." Id. A finding of privity represents a legal conclusion that the relationship between parties is sufficiently close so as to warrant preclusion. Local 363 v. Rizzo, 842 F. Supp. 1561, 1566 (S.D.N.Y. 1994) (citing Index Fund, Inc. v. Hagopian, 677 F. Supp. 710, 715 (S.D.N.Y. 1987)).
"ERISA vests the 'exclusive authority and discretion to manage and control the assets of the plan' in the Trustees alone." NLRB v. Amax Coal Co., 453 U.S. 322, 333, 101 S. Ct. 2789, 69 L. Ed. 2d 672 (1981). Furthermore, the trust agreement, pursuant to which Actions One and Two were brought, grants the Trustees broad authority "to pay or provide for the payment of benefits under the Plan; to formulate and promulgate any and all necessary rules and regulations to facilitate the proper functioning of the plan." March 21 Order at 5 (quoting Exhibit G to Joint Stipulated Facts of Action One). Thus, Action One, in which Plaintiff alleged a breach of fiduciary duties by the Fund via the Trustees, clearly concerned interests of the Trustees.
This Court finds that under the circumstances of this case, the relationship between the Fund and the Trustees is sufficiently close to warrant preclusion. The Court makes this finding based on the interests of the Trustees represented in Action One and their active participation in that litigation. Thus, the Court finds identity between the Defendants in Actions One and Two.
B. Identity of Issues
The Court now addresses whether an identity of issues exists between Actions One and Two. Meagher contends that no identity of issues exists because "the claims in the present action . . . are not identical to the claims in [Action One]." Pl.'s Mem. at 20 (emphasis added). Plaintiff offers an incorrect standard for deciding the identity of issues. "The requirement of 'identity of cause of action' does not mean that the claims alleged be identical . . . ." Cullen v. Paine Webber Group, Inc., 689 F. Supp. 269, 278 (S.D.N.Y. 1988) (citing Restatement (Second) of Judgments § 24 (1982)). Rather, the facts surrounding the occurrence which constitutes the cause of action -- not the legal theory upon which Meager chose to frame his complaint -- must be identical in both actions to trigger res judicata. Woods v. Dunlop Tire Corp., 972 F.2d 36, 39 (2d Cir. 1992), cert. denied, 506 U.S. 1053, 113 S. Ct. 977, 122 L. Ed. 2d 131 (1993) (citing Berlitz Sch. of Languages of Am.. Inc. v. Everest House, 619 F.2d 211, 215 (2d Cir. 1980); Expert, 554 F.2d at 1234). Regardless of the legal theory a plaintiff advances, when the factual predicate underlying claims in successive actions are substantially identical, the claims are deemed to be duplicative for purposes of res judicata. Everest House, 619 F.2d at 215.
Plaintiff, however, does not attempt to distinguish the factual predicate for the claims asserted in Action One from those raised in Action Two. Plaintiff's silence on this issue is telling. An examination of the two actions reveals that they evolve substantially from the same factual predicate. Both actions center around the Trustees' calculation of Meagher's pension benefits and their determination that his break in service from 1975 to 1976 affected his pension status. Significantly, Plaintiff raised "substantially the same claims" in his Rule 60(b) motion in Action One that he raises in Action Two. Pl.'s Mem. at 5. In support of his motion to vacate, Plaintiff did not argue that the motion was based on the discovery an independent factual or evidentiary predicate from the underlying action. Rather, Plaintiff urged vacatur on the basis of his former counsel's failure to present to this Court certain "controlling statutory authority" -- or an alternative claim arising out of the same factual transaction as Action One. While the Court's disposition of Plaintiff's Rule 60(b) motion does not control the Court's decision regarding the res judicata effect of Action One, Plaintiff's representation that the claims presented in the motion derived from a new "legal theory" rather than a new "factual predicate" supports the Court's holding regarding the identity of claims. Because the claims in Action Two arise from the same factual transaction as those in Action One, Plaintiff's contention that identity of issues does not exist in the two actions lacks merit.
The Court has found an identity of both parties and issues in Actions One and Two. Accordingly, the Court grants Defendants' motion to dismiss Action Two on the grounds of res judicata.
For all of the foregoing reasons, the Court grants Defendants' motion to dismiss. The Complaint is hereby dismissed with prejudice on all counts.
It is SO ORDERED.
Dated: April 30, 1995
New York, New York
Mary Johnson Lowe
United State District Judge