United States District Court, S.D. California
JENNIFER M. SANSONE, and BALDEMAR ORDUNO, Jr., Individually and on Behalf of Other Members of the Public Similarly Situated, Plaintiffs
CHARTER COMMUNICATIONS, INC.; TWC ADMINISTRATION LLC; CHARTER COMMUNICATIONS, LLC; and DOES 1-25, inclusive, Defendants
WILLIAM Q. HAYES, UNITED STATES DISTRICT COURT JUDGE.
following matters are pending before the Court: 1) the Motion
to Certify Class (ECF No. 61) filed by Plaintiffs Jennifer M.
Sansone and Baldemar Orduno, Jr.; 2) the Motion to File
Documents Under Seal (ECF No. 68) filed by Defendants Charter
Communications, Inc., Charter Communications, LLC, and TWC
Administration LLC; 3) the Motion for Summary Judgment (ECF
No. 71) filed by Defendants; and 4) the Motion to File
Documents Under Seal (ECF No. 72) filed by Defendants.
December 6, 2017, Plaintiffs Jennifer M. Sansone and Baldemar
Orduno, Jr., individually and on behalf of members of the
public similarly situated, filed the first Amended Complaint,
the operative complaint in this action against Defendants
Charter Communications, Inc. (CCI); Charter Communications,
LLC (CCL); and TWC Administration LLC (TWCA). (ECF No. 19).
Plaintiffs bring claims for: (1) violation of California
Labor Code § 227.3 (failure to pay at termination); (2)
violation of California Labor Code § 227.3 (valuation);
(3) failure to timely pay wages due in violation of
California Labor Code §§ 201 and 203; (4) breach of
contract (base compensation); (5) breach of contract
(commissions); and (6) unfair competition. Id.
Plaintiffs allege that their employment with TWCA was
terminated when Time Warner Cable, Inc. (TWCI) and the Legacy
Charter Communications, Inc. (L-CCL) merged. Plaintiffs allege
they did not consent to a carryover of the accrued unused
vacation wages and that they were not paid for the accrued
unused vacation wages. Plaintiffs allege that CCL calculated
vacation wages in a manner that reduced employee
compensation. Plaintiffs allege that CCL reduced employee
base compensation after promising not to reduce base
6, 2018, the Court denied a Motion to Dismiss filed by
Defendants CCI, CCL, and TWCA. (ECF No. 27).
February 27, 2019, Plaintiffs filed the Motion to Certify
Class supported by a request for judicial notice and
declarations. (ECF No. 61). Plaintiffs seek to certify two
classes of employees based upon allegations of unpaid accrued
vacation wages and reduced base salaries following the merger
of TWCI and the former CCI. On April 19, 2019, Defendants
filed a Response in Opposition to the Motion to Certify Class
supported by declarations (ECF No. 66) and the Motion to File
Documents Under Seal (ECF No. 68).
17, 2019, Plaintiffs filed a Reply in Support of the Motion
to Certify Class. (ECF No. 70).
31, 2019, Defendants filed the Motion for Summary Judgment.
(ECF No. 71). Defendants also filed supporting declarations
and a second Motion to File Documents Under Seal. (ECF No.
31, 2019, Defendants filed a Motion requesting that the Court
resolve Defendants’ Motion for Summary Judgment before
considering Plaintiffs’ Motion to Certify Class. (ECF
4, 2019, Plaintiffs filed a Motion requesting that the Court
resolve the Motion to Certify before the Motion for Summary
Judgment, vacate the July 1, 2019 hearing date for
Defendants’ Motion for Summary Judgment, order a
briefing schedule for class-wide Cross-Motions for Summary
Judgment after the ruling on class certification, and vacate
Defendants’ Motion for Priority. (ECF No. 76).
Plaintiffs alternatively requested that the Court continue
the July 1, 2019 hearing date for the Motion for Summary
Judgment for 120 days so that Plaintiffs could conduct
merits-based discovery to support a Response in Opposition to
the Motion for Summary Judgment.
17, 2019, the Court issued an Order denying Plaintiffs’
request to consider class certification before summary
judgment and denying as moot Defendants’ Motion for
Priority Consideration. (ECF No. 81). In addition, the Court
The Court defers ruling on Plaintiffs’ alternative
request to continue the July 1, 2019 summary judgment hearing
date for 120 days so that Plaintiffs can conduct merits-based
discovery. Plaintiffs may make any arguments regarding
inadequate discovery in the response in opposition to the
Motion for Summary Judgment. See Fed. R. Civ. P.
56(d) (“If a nonmovant shows . . . it cannot present
facts essential to justify its opposition . . . .”).
Id. at 4.
17, 2019, Plaintiffs filed a Response in Opposition to the
Motion for Summary Judgment supported by a request for
judicial notice, declarations, and evidentiary objections.
(ECF No. 82).
24, 2019, Defendants filed a Reply in Support of the Motion
for Summary Judgment supported by declarations and a Response
in Opposition to Plaintiffs’ Evidentiary Objections.
(ECF No. 83).
27, 2019, Defendants filed a Corrected Response in Opposition
to Plaintiffs’ Objections to Summary Judgment Evidence.
(ECF No. 84).
September 5, 2019, the Court heard oral argument on the
Motion for Summary Judgment. (ECF No. 86).
were at-will employees of TWCA and CCL. (Pls.’ Resp. to
Defs.’ Separate Statement of Undisputed Material Facts
¶ 11, ECF No. 82-2). On May 26, 2015, Plaintiff Jennifer
Sansone and Plaintiff Baldemar Orduno, Jr. were at will
employees of Defendant TWCA, a subsidiary of TWCI, not a
party in this action. (Sansone Decl. ¶ 2, ECF No. 82-5
at 179; Orduno Decl. ¶ 2, ECF No. 82-5 at 214). Sansone
worked as a manager supervising employees including Orduno,
who sold TWCI services to California businesses.
(Defs.’ Resp. to Pls.’ Separate Statement of
Material Fact ¶¶ 3–4, ECF No. 83-3).
25, 2015, L-CCI and TWCI announced a merger agreement.
(Pls.’ Resp. to Defs.’ Separate Statement of
Undisputed Material Facts ¶ 12, ECF No. 82-2). The same
day, Peter Stern, a Time Warner Cable Executive Vice
President, sent the following email:
To TWC Employees Below Directors Job Level (AIP and SPP
eligible) Today’s announcement of the merger of
Time Warner Cable and Charter marks a momentous event in the
history of our industry. With the addition of Bright House
Networks, this new company will unite industry leaders in
innovation, operations and customer service. . . .
This transaction comes after 14 months of preparations to
execute a seamless handoff of TWC to Comcast, and for our
Midwest operations, to Charter. . . . We’ve taken some
additional steps this time around to ensure you feel
confident and trust that we are looking out for your future.
. . .
Your compensation is and will be protected.
In the merger agreement, Charter has committed that for
legacy TWC employees who continue in employment following the
close, for 12 months, it will (i) not negatively impact
current base salaries or annual bonus/AIP target and (ii)
maintain other TWC short-term incentives or move them to the
same programs as similarly situated Charter employees. Also,
through December 31, 2016, the value of your pre-close health
and welfare benefits will carry forward. . . .
Most TWC people who want to work at Charter will get
a chance to. Charter is significantly smaller than
Time Warner Cable, and they will need our employees. For most
people, the period following the merger close will be very
similar to the days before, just with more opportunities for
growth, development and impact. But of course that
won’t be true for everyone. . . .
It is inevitable that some people will be displaced
as part of the merger, but if that happens to you, we will
provide great support. As in any merger like this,
there will be some duplication of roles. Looking at other
cable mergers and based on our recent experience, this is
likely to be a pretty small fraction of our overall
workforce. If that happens, however, we and Charter are
committed to providing you with top flight outplacement
counseling so you can focus on your job knowing that you will
receive the advice and support you need.
If you become eligible for severance, recall, we
previously strengthened this benefit. We previously
put in place an enhanced severance program for employees who
may be impacted as a result of a merger. Employees who are
involuntary terminated without cause or Good Reason
termination during the 12 month period following the closing
of the merger will receive a minimum of 12 weeks of severance
and possibly more (not to exceed 52 weeks) depending on your
period of service. . . .
Our commitment is to tell you all we can, as soon as
we can. Despite all the points above, there’s
a lot we don’t know and won’t know for some time.
For example, we don’t know what will happen with
individual jobs at this time. . . .
Please note that your receipt of this communication does
not mean that you are eligible for all of the benefits
discussed in this document. This communication is for
informational purposes only and in all instances, the terms
and conditions of the applicable plan and agreements govern.
Please consult the applicable documents for specific
eligibility and participation requirements. . . .
(Exs. to Morello Decl., ECF No. 82-5 at 11, 171, 190, 225;
Ex. 1 to Biggs Decl., ECF No. 66-2 at 6).
18, 2016, the transaction between TWCI and L-CCI closed and
resulted in a new entity, Charter Communications, Inc. (CCI).
(Pls.’ Resp. to Defs.’ Separate Statement of
Undisputed Material Facts ¶ 20, ECF No. 82-2). TWCA
became an indirect subsidiary of CCI as a result of the
transaction. Id. ¶ 21. Plaintiffs continued
working for TWCA with the same compensation, job duties, work
location, and customer base after the May 18, 2016
transaction until December of 2016. Id.
¶¶22–26. Plaintiffs continued to receive
credit for service time with TWCA for purposes of vacation
accrual after the May 18, 2016 transaction. Id.
¶ 28. In the months after May 18, 2016, the operations
of L-CCI and TWCI began to integrate. Id. ¶ 30.
December 2016, Charter Communications, LLC (CCL), another
subsidiary of CCI, became the entity that employed
Plaintiffs. (Defs.’ Resp. to Pls.’ Separate
Statement of Material Fact ¶ 40, 44, ECF No. 83-3;
Defs.’ Statement of Admitted Facts ¶ 13, ECF No.
82-5 at 7).
deposition, Plaintiff Sansone provided the following
information regarding her employment after December of 2016:
Q And after the transition from TWC Administration to Charter
Communications, LLC, you still worked out of the same
Q Your salary stayed the same?
A My base salary, yes.
Q You kept the same physical office that you worked out of?
Q Kept the same insurance?
A The insurance changed, the plan changed, yes.
Q Right. You had continuous -- I guess you had continuous
Q You never had to go on COBRA?
Q And your -- you continued to get your paycheck every two
A Base salary, yes.
Q There was never a time where you went without a paycheck as
a result of the move from Time Warner Cable Administration to
Charter Communications, LLC, was there?
A Without base salary, no. There was an extensive delay on
commission payouts during the transition of the plan.
Q And I'm just asking right now about whether there was
ever a time you went without a paycheck.
(Sansone Dep., ECF No. 71-3 at 20–21).
deposition, Plaintiff Orduno provided the following
information regarding his employment before and after
December of 2016:
Q. . . . [A]round December of 2013 you moved to an account
manager two position, is that correct?
Q. All right. All right. The account manager two position,
what were your job duties?
Q. Sales of what?
A. Of our products and services to a hospitality group.
Q. All right. What give me some examples of what kind of
products you were selling.
A. Internet, phone, data, video.
Q. -- and then you moved, your next position was a strategic
account manager of hospitality that you moved to at the end
of the fiscal year 2016, correct?
Q. Okay. What were your job duties as a strategic account
manager in hospitality?
A. The same exact duties as an account manager two.
Q. All right. When you were an account manager two, what
office did you work out of?
A. Indio, California.
Q. Okay. And when you became the strategic account manager of
hospitality, where was your office?
A. Same location, Indio, California.
Q. All right. And then physically within the building did
your office change?
A. Cubicle, same cubicle.
Q. Okay. And when you were -- became the strategic account
manager of hospitality, who did you sell those -- those
A. Same customers that are within my area.
Q. Did you have, like, a list of customers that you sell to
Q. And in the list of customers that you had as an account
manager two, was that essentially the same list you had when
you moved over to a ...