Allegis Group, Inc. et al v. Jordan et al

Filing 107

MEMORANDUM OPINION. Signed by Judge George Levi Russell, III on 3/18/2016. (dass, Deputy Clerk)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
ALLEGIS GROUP, INC., et al.,

:

Plaintiffs,

:

v.

:

JUSTIN JORDAN, et al.,

:

Defendants.

Civil Action No. GLR-12-2535

:
MEMORANDUM OPINION

THIS MATTER is before the Court on Plaintiffs’, Allegis
Group,

Inc.

(“Allegis”),

Aerotek,

Inc.

(“Aerotek”),

and

Teksystems, Inc., Second Motion for Summary Judgment (ECF No.
102).

Having considered the Motion and supporting documents,

the Court finds no hearing necessary.
(D.Md. 2014).

See Local Rule 105.6

For the reasons stated below, the Court will deny

the Motion without prejudice.
I.
This

matter

involves

BACKGROUND
six

former

Aerotek

employees,

including Defendants Justin Jordan, Daniel Curran, and Michael
Nicholas, 1
Jordan

and

served

their
as

a

activities
Regional

before

Vice

and

President

after
and

resigning. 2
Curran

and

Nicholas served as National Account Managers and Directors of
1

Though Ana Neto Rodrigues, Alexander Ferrollo, and Chris
Hadley are named Defendants in this matter, for purposes of this
memorandum, “Defendants” shall refer to Jordan, Curran, and
Nicholas only.
2
The background facts are set forth in this Court’s June
10, 2014 Memorandum Opinion. (See ECF No. 85).
1

Strategic Sales.

Allegis selected Jordan, Curran, and Nicholas

to participate in its Incentive Investment Plan (“IIP”), which
awards

participants

“incentive

investment

units”

equivalent to a common share of Allegis stock.

(“Units”),

While employed

at Aerotek, participants receive cash dividends twice a year
based on the value of their Units.

Allegis awards Units through

Award Agreements, which employees must sign each time they earn
Units.

Each Defendant signed Award Agreements.

Once

an

IIP

participant’s

employment

has

ended,

Allegis

pays the participant the principle balance of the value of his
Units,

known

as

“IIP

payments,”

as

follows:

five-percent

of

their balance is paid every quarter for ten quarters, and then
the

remaining

thirty

fifty-percent

months.

The

Award

of

their

Agreements

balance

is

state

“the

paid

after

terms

and

conditions set forth in Section 9 [of the IIP] are material and
essential terms of your award of Units and your eligibility to
receive

payment

for

any

Units.”

(ECF

No.75-8).

Section

9

includes non-solicitation provisions and is effective for thirty
months after termination of employment.

(Pls.’ Opp’n to Defs.’

Mot. for Partial Summ. J., Ex. 4 [“IIP”], at 5-6, ECF No. 75-6).
After

termination

participants

were

stating, inter

and

before

required

alia,

a

to

breach

receiving
sign

of

IIP

Acknowledgment

Section

9

payments,
Letters

terminates

their

ability to receive IIP payments and requires them to refund any
2

IIP payments made.
Jordan

(ECF Nos. 75-7, -25, -35).

resigned

obligations

expired

on
on

February

August

21,

21,

2009,

2011;

and

Curran

his

IIP

resigned

on

September 16, 2011, and his IIP obligations expired on March 16,
2014; and Nicholas resigned on January 3, 2012, and his IIP
obligations expired on July 3, 2014.

Jordan received all of his

IIP payments, totaling over $1.45 million.

At the time of their

resignations, Curran was scheduled to receive $196,470 in IIP
payments

and

Nicholas

Curran,

however,

Nicholas

only

discontinued

only

was

received

received

the

IIP

scheduled

one

two

receive

payments

payment

payments,

to

of

of

$138,268.

$8,851,

$6,195.

contending

that

and

Allegis
Curran

and

Nicholas breached their IIP Agreements.
Plaintiffs

brought

claims

for

breach

of

contract,

rescission, and unjust enrichment against Defendants.
26).

On

Partial

December

Summary

23,

Judgment

2013,
on

regarding the IIP Agreements.

Plaintiffs
their

filed

breach

(ECF No. 75).

of

a

(ECF No.

Motion

contract

for

claim

On June 10, 2014,

the Court granted Plaintiff’s Motion, finding that Defendants
breached their IIP Agreements. 3

(ECF No. 85).

On June 29, 2015,

Plaintiffs filed a Second Motion for Summary Judgment on the

3

The Court found that Defendants breached their IIP
Agreements at some time before their IIP obligations expired,
but did not determine the specific date that the breaches
occurred.
3

issue of damages related to Defendants’ breach. 4

(ECF No. 102).

Specifically, Plaintiffs seek the return of all IIP payments
made

to

Defendants.

On

July

Response to the Motion.
Plaintiffs filed a Reply.

16,

2015,

(ECF No. 103).

Defendants

filed

a

On July 27, 2015,

(ECF No. 104).
II.

DISCUSSION

A. Standard of Review
Under Federal Rule of Civil Procedure 56, the Court must
grant summary judgment if the moving party demonstrates there is
no genuine issue as to any material fact, and the moving party
is entitled to judgment as a matter of law.

Fed.R.Civ.P. 56(a).

In reviewing a motion for summary judgment, the Court views the
facts

in

Anderson

a
v.

light
Liberty

most

favorable

Lobby,

Inc.,

to

the

477

non-moving

U.S.

242,

255

party.
(1986)

(citing Adickes v. S. H. Kress & Co., 398 U.S. 144, 157 (1970)).
Once

a

motion

for

summary

judgment

is

properly

made

and

supported, the opposing party has the burden of showing that a
genuine dispute exists.

Matsushita Elec. Indus. Co. v. Zenith

Radio Corp., 475 U.S. 574, 586-87 (1986).
“[T]he
between

the

mere

existence

parties

will

of

some

not

defeat

4

alleged
an

factual

otherwise

dispute
properly

Plaintiffs also seek entry of summary judgment and
dismissal as to Counts II, III, and IV of Defendant’s Amended
Counterclaim (ECF No. 32).
The Court dismissed the Counts on
April 17, 2013. (ECF Nos. 44, 45). The Court will, therefore,
deny the Motion as to the Amended Counterclaim.
4

supported motion for summary judgment; the requirement is that
there be no genuine issue of material fact.”
at 247-48.

Anderson, 477 U.S.

A “material fact” is one that might affect the

outcome of a party’s case.

Id. at 248; see also JKC Holding Co.

v. Wash. Sports Ventures, Inc., 264 F.3d 459, 465 (4th Cir.
2001) (citing Hooven-Lewis v. Caldera, 249 F.3d 259, 265 (4th
Cir. 2001)).

Whether a fact is considered to be “material” is

determined by the substantive law, and “[o]nly disputes over
facts

that

governing

might
law

judgment.”

affect

will

the

outcome

properly

of

preclude

the

the

suit

entry

under
of

the

summary

Anderson, 477 U.S. at 248; accord Hooven-Lewis, 249

F.3d at 265.
B. Analysis 5
1. Restitution/Rescission
Plaintiffs
rescission

due

Agreements.

argue
to

Sch.

are

Defendants’

entitled
material

to

restitution

breach

of

and

their

IIP

“Restitution . . . is referred to as an action for

unjust enrichment.”
of

they

Comm’rs,

Alts. Unlimited, Inc. v. New Balt. City Bd.
843

A.2d

252,

275

(Md.Ct.Spec.App.

2004)

(quoting Mogavero v. Silverstein, 790 A.2d 43 (Md.Ct.Spec.App.
2002)).

In Maryland, it is well settled that a claim for unjust

5

It is undisputed that the IIP contains a choice of law
clause designating Maryland as the applicable law.
(See Pls.’
Opp’n Ex. 4 [“IIP”], at 10, ECF No.75-6).
The Court will,
therefore, apply Maryland law when evaluating the IIP, Award
Agreements, and Acknowledgment Letters.
5

enrichment may not be brought when an express contract exists
between the parties governing the subject matter of the claim.
Cty. Comm’rs of Caroline Cty. v. J. Roland Dashiell & Sons,
Inc., 747 A.2d 600, 607 (Md. 2000) (quoting FLF, Inc. v. World
Publ’ns, Inc., 999 F.Supp. 640, 642 (D.Md. 1998)).

Courts have

allowed unjust enrichment claims, however, when there has been a
material breach or mutual rescission of the contract or when
rescission is warranted.

Id. at 608-09.

When “there has been a material breach of a contract by one
party, the other party has a right to rescind it.”

Maslow v.

Vanguri, 896 A.2d 408, 423 (Md.Ct.Spec.App. 2006) (quoting Wash.
Homes,
1978)).

Inc.

v.

Interstate

Land

Dev.

Co.,

382

A.2d

555

(Md.

A material breach of a contract “destroys the main

object of that agreement.”

Contract Materials Processing, Inc.

v. KataLeuna GmbH Catalysts, 303 F.Supp.2d 612, 653 (D.Md. 2003)
(citing

Plitt

v.

McMillan,

223

A.2d

772,

774

(Md.

1966)).

Nevertheless, “[c]ourt imposed rescission is an extreme remedy,
appropriate only in situations where there is ‘well established
breach

of

a

contract,

and

the

injury

caused

thereby

is

irreparable, or if the damages that might be awarded would be
impossible or difficult to determine or inadequate.’”
U.S.

Foodservice,

Inc.,

361

F.Supp.2d

470,

485

Miller v.

(D.Md.

2005)

(emphasis added) (quoting Vincent v. Palmer, 19 A.2d 183, 188
(Md. 1941)).
6

The IIP and Award Agreements state the terms and conditions
set forth in Section 9 of the Plan are material and essential
terms of your award of Units and your eligibility to receive
payment for any Units.
2014

Memorandum

(ECF Nos. 75-6, 75-8).

Opinion,

the

Court

found

In the June 10,
that

Defendants

breached their IIP Agreements by violating Section 9.
85).

(ECF No.

The Court stated Section 9 encompasses the main purpose of

the IIP, which is to provide IIP participants with an incentive
to promote the best interests and long-term economic growth of
Allegis

and

its

subsidiaries,

undermines that purpose.
finds

Defendants

however,

irreparable

or

an

a

(Id.).

materially

Plaintiffs,

and

have

award

violation

of

Section

9

As such, the Court further

breached
not

of

their

shown

damages

that
would

IIP
their
be

Agreements.
injury

is

impossible

to

determine or inadequate.
Additionally,

a

contracting

party

displeased

with

the

other’s performance may either: (1) “reaffirm the existence of
the contract and . . . claim damages for its breach,” or (2)
repudiate

the

contract

altogether

and

request

rescission.

Lazorcak v. Feuerstein, 327 A.2d 477, 480 (Md. 1974) (citing
Kemp v. Weber, 24 A.2d 779 (Md. 1942)).
both.”
They

Id. at 481.
argue

that

they

“Obviously he cannot do

Here, Plaintiffs seek to do just that.
are

entitled

to

rescission

and

full

restitution of the IIP payments to prevent Defendants’ unjust
7

enrichment, while simultaneously seeking to enforce the terms of
the Acknowledgement Letters requiring participants to return all
IIP payments upon breach of Section 9.
failed

to

demonstrate

the

Because Plaintiffs have

appropriateness

of

a

court-imposed

rescission and restitution, the Court will deny the Motion as to
these requests. 6
2. Damages Provision
Plaintiffs

seek

a

refund

of

all

IIP

payments

made

to

Defendants based on the Acknowledgment Letters which state a
breach

of

payments

Section
made.

9

requires

Defendants

Defendants
argue

to

this

refund

IIP

term

damages

any

is

unenforceable.
a. Modification or Single Contract?
First, Defendants argue the damages term is unenforceable
because

it

is

only

included

in

the

Acknowledgment

Letters,

thereby constituting an impermissible modification of the IIP
and Award Agreements unsupported by consideration.
argue

the

acceptance

Acknowledgment
of

the

offer

to

Letters
receive

constitute
payments

for

Plaintiffs
Defendants’
the

Units

awarded by the Award Agreements under the IIP. 7

6

The parties state that judgment as to damages would be
inappropriate if the Court holds that restitution is not
required by the Plan and operation of law.
7
Plaintiffs also state the Acknowledgment Letters merely
restate the legal consequences of breaching the IIP—a refund of
all IIP payments.
The Court notes the damages term is not
8

“The

fundamental

rule

in

the

construction

and

interpretation of contracts is that the intention of the parties
as

expressed

analysis.”

in

the

language

of

the

contract

controls

the

Ford v. Antwerpen Motorcars Ltd., 117 A.3d 21, 25

(Md. 2015) (quoting Curtis G. Testerman Co. v. Buck, 667 A.2d
649,

654

(Md.

interpretation

1995)).
is

to

In

be

Maryland,

determined

contract

objectively,

formation
giving

meaning to the unambiguous language of the agreement.
Inc.

v.

Mattingly,

829

A.2d

626,

632

(Md.

and

plain

DIRECTV,

2003).

Such

interpretation looks to “what a reasonably prudent person in the
same position would have understood as to the meaning of the
agreement.”

Cochran v. Norkunas, 919 A.2d 700, 710 (Md. 2007)

(citing Walton v. Mariner Health, 894 A.2d 584, 594 (Md. 2006)).
A court’s inquiry “is focused on the four corners of the
agreement,” and the court should give effect to every clause so
as not to disregard a meaningful part of the express language of
the written contract.
2008)

(quoting

Clancy v. King, 954 A.2d 1092, 1101 (Md.

Cochran,

919

A.2d

at

710).

Even

so,

“[t]he

circumstances of the instruments’ drafting and the content of
the written instruments provide guidance to interpret the scope
of the parties’ agreement.”

Jaguar Land Rover N.Am., LLC v.

Manhattan Imported Cars, Inc., 738 F.Supp.2d 640, 648 (D.Md.
2010), aff’d, 477 F.App’x 84 (4th Cir. 2012).
stated in the IIP or Award Agreements.
9

Contracts need not be formed in a single document; they may
span over multiple documents which “evidenc[e] the intention of
the parties in regard to the single transaction.

This is true

even though the instruments were executed at different times and
do not in terms refer to each other.”
A.2d 531, 545 (Md. 1966).
are

to

be

construed

Rocks v. Brosius, 217

In those instances, “the documents

together,

harmoniously,

so

that,

to

the

extent possible, all of the provisions can be given effect.”
Rourke v. Amchem Prod., 863 A.2d 926, 941 (Md. 2004).

Further,

“a party who signs a contract is presumed to have read and
understood its terms and as such will be bound by its execution.
. . . [The Court is] loath to rescind a conspicuous agreement
that was signed by a party whom now, for whatever reason, does
not desire to fulfill that agreement.”
Inc.

v.

Lobach,

919

A.2d

722,

727

Koons Ford of Balt.,
(Md.

2007)

(citations

omitted).
The Court will examine the express terms of the IIP, Award
Agreements, and Acknowledgment Letters.

The IIP encompasses the

manner in which participants become eligible to earn the right
to eventually receive payments for Units awarded by Allegis.
Throughout

the

IIP,

various

provisions

explicitly

state

the

allocation of Units does not entitle a participant to payment.
It states the Units allocated to participants’ accounts “have no
value other than as a potentiality of income that may be earned
10

in accordance with the terms and conditions of the [IIP].”

(IIP

at 4).
The

IIP

further

states

that

“[t]he

establishment

and

maintenance of any [a]ccounts do not create in any [p]articipant
any rights in, or entitle any [p]articipant to any payments with
respect to, any Units until payments with respect to such Units
are earned in accordance with Section 9 of the [IIP].” 8

(Id.).

Lastly,

become

entitled

the
to

IIP

states

receive

that

payment

“[i]n
for

order
the

to

Units

earn

and

allocated

to

a

[p]articipant’s [a]ccount . . . , the [p]articipant shall not,
during the thirty (30) month period following the date of his”
termination violate Section 9.

(Id. at 5).

The Award Agreement informs a participant of the number of
Units he has been awarded and reiterates that the participant’s
eligibility to earn and eventually receive payment for the Units
is contingent on the participant’s adherence to Section 9.

(ECF

No. 8).
The Acknowledgment Letter states the participant has the
“opportunity

to

earn

and

receive

payment

for

the

[U]nits

allocated to [his] account . . . subject to [the participant’s]
compliance with the terms and conditions of Section 9.”
Nos. 75-7, -25, -35).

(ECF

Additionally, the Acknowledgment Letter

8

Contrary to Defendants’ contentions, they did not earn and
were not entitled to any payments for the value of the Units
merely because the Units were placed in their accounts.
11

includes the IIP payment schedule for each participant, with the
final payment to be dispersed on the date the participant’s IIP
obligations expire.
reiterates

that

(Id.).

a

breach

While the Acknowledgment Letter
of

Section

9

will

terminate

the

participant’s ability to earn the Units, it also requires the
participant to refund any amounts previously paid with respect
to the Units upon such breach.
It

is

clear

that

(Id.).

the

IIP,

Award

Agreements,

and

Acknowledgment Letters relate to a single matter—an employee’s
ability to receive payment for awarded Units upon termination of
employment.

Each

document

has

a

distinct

function—the

IIP

creates the system under which an employee may be selected to
participate and become eligible for Units; the Award Agreements
periodically inform participants of the number of Units assigned
to their accounts; and the Acknowledgment Letters inform the
participants of the monetary value of the Units awarded to their
accounts, the amount of each payment, and when the payments are
scheduled to be made.
The

totality

of

the

circumstances

indicates

that

documents were meant to be read and construed together.
Jaguar Land Rover N.Am., 738 F.Supp.2d at 648.
Court

finds

that

the

Acknowledgement

12

Letter

the
See

As such, the
is

not

a

modification

requiring

additional

consideration.

It

is,

instead, a part of a single contract. 9
Though

this

single

contract

spanned

multiple

documents

executed at different times, when read together, the documents
evidence the intentions of the parties—earning payment for the
Units is contingent upon continued compliance with Section 9.
Construing the documents harmoniously, giving effect to every
provision expressly stated therein, a breach of Section 9 within
the

thirty-month

period

participant

to

refund

presumed

to

have

document

comprising

read

following

termination

of

all

and

understood

their

IIP

payments.

contracts

the

with

requires

Defendants

express

terms

Plaintiffs

and

a
are

each
are,

therefore, bound by every term.
b. Liquidated Damages Clause?
Next,
unenforceable

Defendants

argue

liquidated

that

damages

the

damages

clause.

In

provision
Maryland,

is
a

liquidated damages clause is defined as “a specific sum of money
. . . expressly stipulated by the parties to a . . . contract as
the amount of damages to be recovered by either party for a
breach of the agreement by the other.”

9

Bd. of Educ. of Talbot

Defendants also argue that the damages provision is an
amendment or modification in contravention of Section 14 of the
IIP, which states no action shall “materially and adversely
affect any Units previously earned under the Plan.” (IIP at 8).
Because the Court finds that all documents constitute one
contract, the Court will not evaluate this argument.
13

Cty. v. Heister, 896 A.2d 342, 351 (Md. 2006) (quoting Mass.
Indem. & Life Ins. v. Dresser, 306 A.2d 213, 216 (Md. 1973)).
There are three elements of a valid and enforceable liquidated
damages clause:
First, such a clause must provide ‘in clear
and unambiguous terms’ for “a certain sum.”
Secondly,
the
liquidated
damages
must
reasonably be compensation for the damages
anticipated
by
the
breach.
Thirdly,
liquidated damage clauses are by their
nature mandatory binding agreements before
the fact which may not be altered to
correspond
to
actual
damages
determined
after the fact.
Heister, 896 A.2d at 352 (citations omitted).
A

liquidated

penalty,

however,

damages
where

clause
the

may

be

stipulated

deemed
amount

an
is

invalid
“grossly

excessive and out of all proportion to the damages that might
reasonably have been expected to result from such breach of the
contract.”

Barrie Sch. v. Patch, 933 A.2d 382, 389-90 (Md.

2007) (quoting Balt. Bridge Co. v. United Rys. & Elec. Co., 93
A. 420, 422 (Md. 1915)).

“Whether a contract provision is a

penalty or a valid liquidated damages clause is a question of
law . . . .”

Id. at 388 (citing Heister, 896 A.2d at 351).

The Court may deem a liquidated damages clause valid, and
not a penalty, upon satisfaction of two requirements:

“[f]irst,

the clause must provide a fair estimate of potential damages at
the time the parties entered into the contract[; and s]econd,

14

the

damages

must

have

been

incapable

of

estimation,

difficult to estimate, at the time of contracting.”
(citations omitted).
reasonableness
uncertainty
breach.

of

of

or

very

Id. at 390

The crux of the Court’s analysis is the
the

damages

estimating

provision

actual

rather

damages

than

resulting

the

from

a

Willard Packaging Co. v. Javier, 899 A.2d 940, 954

(Md.Ct.Spec.App.

2006).

The

party

seeking

to

set

aside

a

bargained for contractual provision has the burden of proving
the provision should not be enforced.

Barrie Sch. v. Patch, 933

A.2d at 388.
Here, the damages provision states that a participant that
breaches Section 9 of the IIP must “refund to [Allegis] any
amounts previously paid.”

(ECF Nos. 75-7, -25, -35).

The Court

concludes that this provision establishes a certain sum because
“amounts previously paid” may be calculated readily and with
certainty as a definite amount.
Also,

the

altered
Instead,

parties

to

correspond

Defendants

liquidated

do

damages

not

contend

with

focus

See Heister, 896 A.2d at 352.

on

clause,

that

actual
the

the

damages

second

arguing

that

provision
after

element
the

may

the
of

a

be

fact.
valid

provision

is

unreasonable because the Acknowledgement Letters were presented

15

to

the

Defendants

after

their

terminations

and

without

any

bargaining over the terms. 10
[B]argaining
position
of
the
parties
contributes to the prima facie determination
of the validity of a particular stipulated
damages provision. . . . [A] non-breaching
party cannot simply survive the legal test
of
reasonableness,
regardless
of
the
assignment of the burden of proof, where . .
. the court is not dealing with a freely
negotiated damages provision made between
two parties of equal sophistication.
Thus,
the ultimate question of the assignment of
the burden of proof, in cases where gross
inequality of bargaining power exists, ought
to be resolved in favor of the non-proponent
of the provision, because the stipulated
damage may prove unreasonable a. priori.
Willard Packaging, 899 A.2d at 952.

10

Defendants present this argument under unconscionability.
In Maryland, a contract term must be both procedurally and
substantively unconscionable for the Court “to exercise its
discretion to refuse to enforce a contract or clause under the
doctrine of unconscionability.”
Doyle v. Fin. Am., LLC, 918
A.2d 1266, 1274 (Md.Ct.Spec.App. 2007) (citing Holloman v.
Circuit City Stores, Inc., 894 A.2d 547, 560 (Md. 2006)).
Procedural unconscionability is evidenced by “‘one party’s lack
of meaningful choice’ in making the contract,” and substantive
unconscionability relates to terms that “‘unreasonably favor’
the more powerful party.”
Rose v. New Day Fin., LLC, 816
F.Supp.2d 245, 256 (D.Md. 2011) (quoting Walther v. Sovereign
Bank, 872 A.2d 735, 744 (Md. 2005)). While Defendants argue they
lacked a meaningful choice in signing the Acknowledgment
Letters, they state the damages provision is substantively
unconscionable because the damages are “draconian.”
(ECF No.
103).
In essence, Defendants argue the liquidated damages
provision is substantively unconscionable simply because it
seeks liquidated damages. Because liquidated damages provisions
may be upheld so long as they meet the requirements elucidated
above, the Court finds Defendants have failed to demonstrate the
provision is substantively unconscionable.
16

Defendants, however, fail to point the Court to evidence in
the record supporting their contention that they were unable to
freely

negotiate

the

damages

provision

inequality of bargaining power existed.
finds

Defendants

have

failed

to

or

that

a

gross

The Court, therefore,

meet

their

burden

of

demonstrating the damages provision is unreasonable.
Similarly, Plaintiffs have not directed the Court to facts
in

the

record

reasonable.

demonstrating
See

Barrie

that

Sch.,

the
933

damages
A.2d

at

provision
391

is

(finding

liquidated damages provision reasonable by evaluating testimony
regarding the difficulty in estimating damages at the time of
contracting);

CAS

Severn,

Inc.

v.

Awalt,

75

A.3d

382,

392

(Md.Ct.Spec.App. 2013) (same).
The Court will, therefore, deny Plaintiffs’ Motion without
prejudice and direct Plaintiffs to file a motion for summary
judgment

as

to

the

reasonableness

of

the

liquidated

damages

provision within thirty days of this Memorandum Opinion.
C. CONCLUSION
For the reasons stated above, the Second Motion for Summary
Judgment (ECF No. 102) is DENIED WITHOUT PREJUDICE.
shall

file

a

motion

for

summary

judgment

Plaintiffs
as

to

the

reasonableness of the liquidated damages provision within thirty
days

of

this

Memorandum

Opinion.

Defendants

shall

response within fourteen days of Plaintiffs’ motion.
17

file

a

Plaintiffs

shall file a reply within seven days of Defendants’ response.
separate Order follows.
Entered this 18th day of March, 2016
/s/
_____________________________
George L. Russell, III
United States District Judge

18

A