Halldorson v. Wilmington Trust Retirement and Institutional Services Company

Filing 294

MEMORANDUM OPINION. Signed by District Judge Leonie M. Brinkema on 3/13/17. Order to follow(gwalk, )

IN THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF VIRGINIA
Alexandria Division

TIM P. BRUNDLE, on behalf of the

Constellis Employee Stock Ownership Plan
and a class of other individuals similarly
situated.

l:15-cv-1494 (LMB/IDD)
Plaintiff
V.

WILMINGTON TRUST N.A., as successor to

Wilmington Trust Retirement and Institutional
Services Company
Defendant.
MEMORANDUM OPINION

Plaintiff Tim P. Brundle ("plaintiff" or "Brundle") is a former employee of Constellis
Group, Inc. ("Constellis"), and a former participant in an EmployeeStock OwnershipPlan

("ESOP") sponsored by Constellis. Defendant Wibnington TrustN.A. ("Wihnington") was the
trustee for the ESOP in connection with Constellis' creation of the ESOP. Creating the ESOP

involvedpurchasing 100% of Constellis' voting stock in December 2013 (the "2013 Purchase").

Lessthan a year after the ESOPwas created, all its stockwas sold (the"2014 Sale"). Plaintiff

alleges that the 2013 Purchase involved transactions and payments prohibited by the Employee
RetirementIncome Security Act of 1974 ("ERISA"), 29 U.S.C. § 1106, resulting in the ESOP

paying an inflated price for the Constellis stock. Specifically, plaintiff alleges that the $4,235 per
share paid in 2013 was not the fairmarket value of suchstock, resulting in the ESOP overpaying

for the stock by $103,862,000,

PTX^ 512, which plaintiff seeks torecover for the ESOP.

^Throughout this Memorandum Opinion, plaintiffstrial exhibits are referred to as "PTX," and
defendant's are referred to as "DTX." PTX 512 is the summary chart of plaintiffs damages