Stanton, et al v. Couturier, et al

Filing 46

ORDER signed by District Judge Ralph R. Beistline on 9/17/2009 GRANTING 37 TEOHC's Motion for a TRO is GRANTED. The above-referenced arbitration proceeding is hereby temporarily STAYED and ENJOINED. The parties to the arbitration proceeding ar e hereby ENJOINED and RESTRAINED from participating in such proceeding pending the Court's decision as to whether a preliminary injunction should be issued. The above TRO is effective upon TEOHC's filing an undertaking in the sum of $5 ,000. Dft Bruce Couturier is hereby ORDERED TO SHOW CAUSE why the arbitration proceeding should not be stayed and enjoined pending a determination by the Court in this action of the validity and enforceability of the indemnification agreement between Couturier and TEOHC. Couturier shall file any papers in opposition to the issuance of a preliminary injunction on or before 9/22/2009. TEOHC shall file any reply papers in support of the issuance of a preliminary injunction on or before 9/23/2009. (Reader, L)

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF CALIFORNIA

DARLEEN STANTON and KELLY MORRELL, Plaintiffs, Case No. 2:09-cv-00519-RRB-GGH vs. BRUCE P. COUTURIER, Defendant, and THE EMPLOYEE OWNERSHIP HOLDING COMPANY, a Delaware Corporation, Nominal Defendant. Having considered Defendant The Employee Ownership Holding Company, Inc.'s ("TEOHC") motion for a temporary restraining order and for an order to show cause why a preliminary injunction should not issue, the accompanying memorandum of points and authorities, the declaration of Cynthia J. Larsen, and the record of this action, and the Court having found good cause for the relief sought by TEOHC, TEMPORARY RESTRAINING ORDER; ORDER TO SHOW CAUSE RE PRELIMINARY INJUNCTION

TRO AND OTSC - 1 2:09-CV-00519-RRB-GGH

IT IS HEREBY ORDERED AS FOLLOWS: The Court hereby finds that TEOHC has shown that there is a strong likelihood by that the an arbitration Employee conducted without Plan

participation

TEOHC

Stock

Ownership

participants will not be binding or recognized in this action under the Ninth Circuit decision in Johnson v. Couturier. Due to the potential depletion of the assets that will ultimately be available for TEOHC ESOP participants, TEOHC will suffer irreparable harm in the absence of an order temporarily staying and enjoining the arbitration proceeding before JAMS entitled Bruce Couturier v.

TEOHC, which is brought by Bruce Couturier against TEOHC to obtain advancement and indemnification under an alleged indemnification agreement with TEOHC. The harm to TEOHC from denying the relief sought outweighs the harm to Couturier from affording such relief because, under the Ninth Circuit's decision in Johnson v.

Couturier, advancement would likely be impermissible under ERISA. Therefore, TEOHC's Motion for a Temporary Restraining order is GRANTED. The above-referenced arbitration proceeding is hereby temporarily stayed and enjoined. The parties to the arbitration proceeding are hereby enjoined and restrained from participating in such proceeding pending the Court's decision as to whether a preliminary injunction should be issued. The above Temporary Restraining Order is effective upon

TEOHC's filing an undertaking in the sum of $5,000.

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IT IS FURTHER ORDERED THAT: Defendant Bruce Couturier is hereby ORDERED TO SHOW CAUSE why the arbitration proceeding should not be stayed and enjoined pending a determination by the Court in this action of the validity and enforceability of the indemnification agreement between

Couturier and TEOHC. Couturier shall file any papers in opposition to the issuance of a preliminary injunction on or before TUESDAY, SEPTEMBER 22, 2009. TEOHC shall file any reply papers in support of the issuance of a preliminary injunction on or before WEDNESDAY, SEPTEMBER 23, 2009. IT IS SO ORDERED. ENTERED this 17th day of September, 2009. S/RALPH R. BEISTLINE UNITED STATES DISTRICT JUDGE

TRO AND OTSC - 3 2:09-CV-00519-RRB-GGH