The opinion of the court was delivered by: Curtin, District Judge.
The present action arises out of Gibbs v. Du Pont,
93-CV-0497C ("Gibbs"), a case previously before this court. On
June 10, 1993 the Gibbs plaintiffs commenced an action against
the following defendants: E.I. Du Pont, Allied-Signal, First
Mississippi, First Chemical, American Cyanamid, and USX
Corporation ("the primary defendants"). The Gibbs plaintiffs
consisted of Harry Gibbs, Robert Bailey, Anthony D'Orazio,
William Mooney, Donald St. John, and Deborah Race, who were the
representative plaintiffs in the proposed class action lawsuit
("the Gibbs plaintiffs"). The Gibbs plaintiffs were members
of a class of former and retired workers from Goodyear's plant in
Niagara Falls, New York. See Gibbs Item 1, ¶ 1.
The Gibbs plaintiffs claimed that they had suffered
on-the-job exposure to the carcinogenic chemicals orthotoluidine
and aniline. See id. ¶¶ 2, 4. They further alleged that a study
conducted by the National Institute of Occupational Safety and
Health ("NIOSH") revealed that the plaintiffs' exposure to these
chemicals had greatly increased their risk of developing bladder
cancer. See id. ¶ 4. They asserted that each of the primary
defendants had been involved in the manufacture of these
chemicals and therefore should be held jointly and severally
liable for the plaintiffs' damages on either a theory of
negligence or strict products liability. See id. ¶¶ 37-40.
In light of the potentially long latency between exposure and
manifestation of the cancer, they demanded that the defendants
provide them with a program of ongoing medical monitoring. See
id. ¶¶ 5, 7. In February and March of 1996, the primary
defendants impleaded the Gibbs plaintiffs' employer, Goodyear,
as a third-party defendant. See Items 85, 87-89.
On November 12, 1997, the court preliminarily certified the
proposed plaintiff class for the limited purposes of evaluating a
Release and Settlement Agreement submitted by the parties. On
January 21, 1998, the court dismissed the Gibbs action and, in
so doing, approved the Agreement. Gibbs, Item 125.
II. The Gibbs Release and Settlement Agreement
The Agreement was entered into between the Gibbs plaintiffs
(for themselves and the class), plaintiffs' attorneys, the
primary defendants, and Goodyear. See id., Ex. 1, p.1. Among
other things, the plaintiffs agreed to release the primary
defendants and Goodyear from any other claims based on a need for
medical monitoring of bladder cancer. See id. at 4. In
exchange, the primary defendants agreed to pay attorneys' fees to
plaintiffs' attorneys, and Goodyear agreed "to provide and
maintain a program of bladder cancer surveillance as set forth in
Appendix `A'. . . ." Id. at 3.
Paragraph one of the Agreement incorporates, by reference, a
document entitled "Appendix `A.'" Gibbs Item 125, Ex. 1, p. 3.
Appendix "A," which is also referred to as "the Program,"
contains the provisions and terms of the bladder cancer
surveillance program. Under Appendix "A," Goodyear agreed to
provide and maintain a program of bladder cancer surveillance for
all eligible class members. See Gibbs Item 125, Ex. 1, App. A,
¶ 1. Appendix "A" defines eligible class members in this way:
"[A]ll former and retired employees of the Goodyear Niagara Falls
plant who were employed between January 1, 1957 and June 11, 1990
for more than one year in Department 245" and in various other
sites at the Niagara Falls plant. Id. ¶ 2.*fn1
The purpose of the Program was stated as follows: "[T]o detect
cases of bladder cancer at the earliest possible date . . . by
the use of the most effective, accurate and sensitive medical
tests and technology. . . ." Id. ¶ 3. In light of such a
purpose, Appendix "A" states that the Program's testing protocol
is subject to change when the parties' medical representatives
agreed to such changes. See id. According to Appendix "A," an
arbitrator would resolve disputes between the parties over, among
other things, the Program's surveillance protocol and
notification efforts. Id. ¶¶ 7-8.
In the present action, plaintiffs allege that Goodyear has
refused to comply with the Agreement and instead has erected
"barriers" to participation in the Program in order to minimize
the costs of administering the Program. Item 1, ¶¶ 4, 33b; Item
20, p. 1. Plaintiffs allege that Goodyear is being unjustly
enriched because it is able to retain funds that should be used
for the Program. See id. ¶ 4. Plaintiffs further allege that
legal remedies would be inadequate because it would be nearly
impossible to estimate how much it will cost to run the Program
for more than 550 people for over 30 years. See id. ¶¶ 37-38;
Item 20, p. 2.
Plaintiffs have brought an action in equity asking the court to
impose a constructive trust on Goodyear's assets in order to stop
Goodyear's unjust enrichment and to compel Goodyear to fund and
implement the Program fully. See Item 1, ¶ 39.
II. This Court's Role at the End of Gibbs
At the Gibbs settlement hearing, the court inquired: "[I]s
there — any possibility that this may come back to the Court for
any supervision[?]" In response, plaintiffs' counsel, Mr. Steven
Wodka, responded: "[W]e have what we call a self enforcing
mechanism of arbitration, binding arbitration in the event that
there are disputes . . ." The court remarked: "[U]nless there is
some serious difficulty with the arbitration, then the Court's
role is finished"; to which plaintiffs' counsel answered: "[T]hat
is correct." Item 18, Ex. F, p. 5, line 21 — p. 6, line 7.
In the Agreement, the parties stated that "the United States
District Court will not retain jurisdiction to enforce the
Agreement set forth in Appendix `A' following entry" of the
court's order. Item 18, Ex. A, p. 9. Furthermore, Appendix "A" of
the Agreement provides: "The parties agree that the United States
District Court will not retain jurisdiction to enforce this
Appendix `A.'" Item 18, Ex. A, p. 11.
III. Alleged Costs and Values of the Program
Plaintiffs' expert witness, Dr. Stephen Markowitz, has stated
that if the agreed-to Program were properly implemented, it would
cost $265,388 to administer in its first year. See Item 20, p.
7 (citing Markowitz affidavit). Goodyear, on the other hand,
notes that Dr. Markowitz estimated the annual value of the
Program's screening tests for each individual to be approximately
$160. Goodyear observes that the value of a lifetime of screening
tests for an ...