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Agway, Inc. v. Magnuson

February 22, 2006


The opinion of the court was delivered by: David E. Peebles U.S. Magistrate Judge


Mellon Trust of New England, N.A. ("Mellon Trust"), formerly known and sued herein as Boston Safe Deposit & Trust Company, after entering into a tentative settlement agreement with the plaintiffs in this action brought pursuant to the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. § 1001 et seq., applied to this court for approval of its settlement. In that application, Mellon Trust also sought the entry of an appropriate bar order protecting it against indemnity and contribution claims which the various non-settling defendants in this action could assert against it arising out of the events forming the basis for plaintiffs' claims.

In response to that request, on November 21, 2005 I issued a decision and order conditionally granting the request and approving the entry of a bar order. After being notified that the one of the two alternative conditions for entry had been met, I signed the requested bar order, with some modifications, on December 13, 2005. Various of the non-settling defendants now seek reconsideration of that earlier decision and order and the resulting bar order subsequently entered, asserting that it does not adequately protect them since, inter alia, it does not permit their assertion of claims for indemnity against Mellon Trust in the event of a suit filed by one or more plan participants.


The relevant facts giving rise to plaintiffs' claims in this action, as spelled out in their complaint, were recited in my earlier decision and order dated November 21, 2005, and will not be repeated except as necessary to provide context to analysis of the pending motion. This action stems from the overvaluation and continued purchase of Agway, Inc. securities by plaintiff Agway, Inc. Employees' 401(k) Thrift Investment Plan (the "Agway Plan") at a time when plan fiduciaries had reason to know of the company's tenuous financial condition and the corresponding, inflated value attributed to its stock. Included among the defendants named in the action, which was brought by the Agway Plan and State Street Bank & Trust Company, a Boston, Massachusetts banking institution which served as an independent fiduciary for the Plan, were Mellon Trust, as well as two groups of individuals referred to as the "Committee Defendants" and the "Director Defendants."*fn1

In late 2005 a settlement agreement was reached between Mellon Trust and the plaintiffs, under which the settling defendants agreed to pay $3.5 million to the Agway Plan, in return for the exchange of mutual releases. As a material term of the settlement, Mellon Trust sought the entry of a bar order which would insulate it principally from cross-claims for indemnity or contribution asserted by the non-settling defendants arising out of the action and the events from which it stems. Mellon Trust's application to the court for the entry of such a bar order, which was opposed jointly by the Committee Defendants and the Director Defendants, as well as separately by another defendant in the action, PriceWaterhouseCoopers, LLP, resulted in my issuance of a decision and order on November 21, 2005 approving of the entry of a bar order, subject to Mellon Trust either securing approval of the settlement by the Secretary of Labor and that agency's agreement that in any subsequent action brought by the Department of Labor a judgment realized against the non-settling defendants in this action would be reduced by the greater of $3.5 million or the monetary equivalent of the proportionate fault of Mellon Trust, or, alternatively, Mellon Trust's agreement to limit the terms of the bar order to indemnity or contribution claims asserted in the instant action. After being notified subsequently by Mellon Trust of the Secretary of Labor's agreement to be bound by the settlement and that any action subsequently brought by it would be subject to reduction of any judgment achieved against a non-settling defendant in this case, as requested by the court, I authorized the entry on December 13, 2005 of a bar order precluding the maintenance of any claim for indemnity or contribution against Mellon Trust or its related parties arising from or relating to this action.


On December 23, 2005 the Committee Defendants and the Director Defendants jointly filed a timely request for reconsideration of the court's earlier decision and resulting bar order, arguing that it was unduly broad and the court's bar order should have been limited to indemnity or contribution claims "where the injury to the Non-Settling Defendant is the Non-Settling Defendant's liability to the Plaintiffs" and further that the order should specifically state that it does not preclude maintenance of any indemnity or contribution claim against Mellon Trust in the event of an action brought by one or more plan participants "whether or not such participant claim is found to be barred by res judicata."*fn2 Cerasia Decl. (Dkt. No. 129) Exh. A, ¶ 1. That application is opposed by Mellon Trust, both procedurally based upon that defendant's contention that the requirements for seeking reconsideration have not been met, and on the merits.


A. Standard of Review

The non-settling defendants' motion implicates both Rule 60(b) of the Federal Rules of Civil Procedure and Northern District of New York Local Rule 7.1(g).*fn3 In this district, reconsideration of an order entered by the court is appropriate upon a showing of "(1) an intervening change in controlling law, (2) the availability of new evidence not previously available, or (3) the need to correct a clear error of law or prevent manifest injustice." In re C-TC 9th Ave. Partnership, 182 B.R.1, 3 (N.D.N.Y. 1995) (McAvoy, C.J.); see also Cayuga Indian Nation of New York v. Pataki, 188 F. Supp. 2d 223, 244 (N.D.N.Y. 2002) (McCurn, S.J.) (citing Sumner v. McCall, 103 F. Supp. 2d 555, 558 (N.D.N.Y. 2000) (Kahn, J.)). Applications for reconsideration are also subject to an overarching "clearly erroneous" gauge. Sumner, 103 F. Supp. 2d at 558.

The benchmark for seeking reconsideration of a court's order has been described as "demanding[.]" Id. A motion for reconsideration is not a vehicle through which a losing party may raise arguments that could have been presented earlier but for neglect, nor is it a device "'intended to give an unhappy litigant one additional chance to sway the judge.'" Brown v. City of Oneonta, New York,858 F. Supp. 340, 342 (N.D.N.Y. 1994) (McAvoy, C.J.) (quoting Durkin v. Taylor, 444 F. Supp. 879, 889 (E.D.Va. 1977)). To qualify for reconsideration, "[t]he moving party [must] point to controlling decisions or data that the court overlooked -- matters, in other words, that might reasonably be expected to alter the conclusion reached by the court." Shrader v. CSX Transp., Inc., 70 F. 3d 255, 257 (2d Cir. 1995) (citations omitted).

B. Application of Governing Standard

In their motion, the non-settling defendants argue that, while clearly referencing the Second Circuit's controlling decision in Gerber v. MTC Electronic Technologies Co., LTD, 329 F. 3d 297 (2d Cir.), cert. denied sub nom. Daiwa Securities America Inc. v. Kayne, 540 U.S. 966, 124 S.Ct. 432 (2003), the court's determination failed to heed its mandate that the released contribution and indemnity claims be limited to those where the underlying injury to a non-settling defendant is that party's liability for injury to the plaintiffs in the action. The non-settling defendants also argue that the bar order should be circumscribed to permit a claim for contribution or indemnity by a non-settling defendant against Mellon ...

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